Name: ________________________ No.

: ____ of ____

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

EB5 UNITED NYC VI, LP

A Washington Limited Partnership

Private Offering of a Target of 147 Limited Partner Interests - US$73,500,000

US$500,000 per Limited Partner Interest

September 29, 2017

Contact:

EB5U NYC, LLC

535 SE Washington Street
Hillsboro, Oregon 97123-4142
Phone: (424) 279-8308
E-Mail: investorrelations@eb5united.com

THE INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH LAWS. THE INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR
OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR
ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

December 19, 2017 v16 1

 CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
FOR A TARGET OF 147 LIMITED PARTNER INTERESTS
OF
EB5 United NYC VI, LP
A Washington Limited Partnership

This Confidential Private Offering Memorandum (this “Memorandum”) is being provided to

prospective investors on a confidential basis so that they can consider an investment in EB5 United NYC
VI, LP, a limited partnership (the “Partnership”) formed pursuant to the laws of the State of Washington
to make debt investments through the EB-5 U.S. immigrant investor program (the “EB-5 Program”),
which grants lawful permanent resident status in the United States to those who make qualifying
investments under the provisions of the U.S. Immigration and Nationality Act (see 8 U.S.C. §1153(b)(5))
(the “Immigration Act”). All dollar amounts contained herein are in currency of the United States.

The Partnership’s qualifying investment under the EB-5 Program is a loan to Nine Orchard
Partners, LLC, a Delaware limited liability company, to finance a portion of the cost of the development,
construction, and operation of an approximately 116-room luxury boutique hotel in New York City (the
“Project”). The Project is located within the geographical area that comprises the federally designated
regional center called Advantage America New York Regional Center, LLC, a New York limited liability
company (the “Regional Center”). EB5U NYC, LLC, a Washington limited liability company, is the
General Partner of the Partnership (the “General Partner”).

In order for a prospective investor to invest in the Partnership, he or she must review this
Memorandum in full, meet the criteria set forth in this Memorandum (see “Investor Suitability
Requirements” section below), follow the subscription procedures required in this Memorandum (see
“Subscription Procedures” section below), and complete the immigration procedures required under the
EB-5 Program.

THE INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE
STATE LAWS, AND ARE BEING OFFERED AND SOLD ONLY TO NON-U.S. INDIVIDUALS
(NOT ANY LEGAL ENTITIES) WHO ARE “ACCREDITED INVESTORS” (AS DEFINED IN RULE
501(a) UNDER THE SECURITIES ACT) IN RELIANCE ON AN EXEMPTION FROM
REGISTRATION UNDER SECTION 4(a)(2) OF THE SECURITIES ACT, REGULATION D, AND/OR
REGULATION S PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES
(“BLUE SKY”) LAWS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES

AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR HAS THE COMMISSION, OR
ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, PASSED
UPON THE ACCURACY OR ADEQUACY OF THESE OFFERING MATERIALS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE OFFEROR AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SALE OF THESE INTERESTS HAS NOT BEEN REGISTERED OR QUALIFIED WITH THE
SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND THE ISSUANCE OF SUCH

December 19, 2017 v16 2

SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH
SECURITIES IS EXEMPT FROM REGISTRATION OR QUALIFICATION BY STATE LAW. IN
THE EVENT OF SALES TO RESIDENTS OF ANY STATE, THE RIGHTS OF ALL PARTIES TO
THE SUBSCRIPTION AGREEMENT ATTACHED HERETO ARE EXPRESSLY CONDITIONED
UPON SUCH REGISTRATION OR QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS
SO EXEMPT.

THE SECURITIES OFFERED HEREBY SHALL NOT BE REGISTERED UNDER THE SECURITIES
ACT OR UNDER ANY BLUE SKY LAWS, AND MAY ONLY BE OFFERED OR SOLD IN THE
UNITED STATES (OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON)
PURSUANT TO THE PROVISIONS OF REGULATION S, OR PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS. HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS.

CERTIFICATES REPRESENTING THE INTERESTS SOLD HEREBY, IF ANY, SHALL BEAR A

LEGEND RECITING THAT TRANSFER OF SAID INTERESTS IS PROHIBITED EXCEPT IN
ACCORDANCE WITH REGULATION S, PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION,
AND THAT HEDGING TRANSACTIONS INVOLVING THE INTERESTS MAY ONLY BE
CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

THIS IS A PRIVATE OFFERING INVOLVING A HIGH DEGREE OF RISK. OFFERS WILL BE

MADE ONLY TO INVESTORS WHO ARE “ACCREDITED INVESTORS” AS DEFINED IN
REGULATION D PROMULGATED UNDER THE SECURITIES ACT, AND PERSONS MEETING
THE CONDITIONS SET FORTH BELOW UNDER THE SECTION ENTITLED “SUBSCRIPTION.”
INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND
UNDERSTAND THE TERMS, RISKS, AND MERITS OF THIS OFFERING.

EACH SUCH INVESTOR MUST HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS THAT SUCH INVESTOR IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF THIS INVESTMENT AND MUST BE ABLE TO BEAR THE ECONOMIC
RISKS OF THIS INVESTMENT. NO OFFER IS BEING MADE HEREBY TO ANY PERSON WHO
DOES NOT DEMONSTRATE BY THE INFORMATION SUCH PERSON PROVIDES TO THE
OFFEROR THAT THE PERSON MEETS THE SUITABILITY STANDARDS FOR THIS OFFERING.

THE TRANSFERABILITY OF THE PARTNERSHIP INTERESTS DESCRIBED HEREIN IS HIGHLY

RESTRICTED. IN THE EVENT AN INVESTOR SHOULD DESIRE TO DO SO, THE INVESTOR
WILL PROBABLY BE UNABLE TO LIQUIDATE THE INVESTMENT QUICKLY OR ON
ACCEPTABLE TERMS, IF AT ALL. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. THE INTERESTS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE SECURITIES ACT OR ANY BLUE SKY LAW, AND THEREFORE CANNOT BE
SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR THE
AVAILABILITY OF AN EXEMPTION THEREFROM. THERE IS NO PUBLIC OR OTHER
MARKET FOR THE INTERESTS, AND NO SUCH MARKET IS EXPECTED TO DEVELOP. THE
TRANSFERABILITY OF INTERESTS ALSO IS RESTRICTED BY THE OFFEROR’S LIMITED
PARTNERSHIP AGREEMENT (THE “PARTNERSHIP AGREEMENT”). SEE “RISK FACTORS,”
BELOW. ACCEPTANCE OF ANY SUBSCRIPTION TO PURCHASE PARTNERSHIP INTERESTS

December 19, 2017 v16 3

HEREUNDER IS SUBJECT TO THE OFFEROR’S APPROVAL AND THE SATISFACTORY
COMPLETION AND EXECUTION OF THE SUBSCRIPTION DOCUMENTS ACCOMPANYING
THIS MEMORANDUM.

NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE

INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENCES
FROM AN INVESTMENT IN THE PARTNERSHIP. NO ASSURANCE CAN BE GIVEN THAT
EXISTING LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY TO THE
PARTNERSHIP OR THE PARTNERS.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS MEMORANDUM AS LEGAL, TAX,

BUSINESS, OR ECONOMIC ADVICE. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN
COUNSEL AND ACCOUNTANT FOR ADVICE CONCERNING THE VARIOUS LEGAL, TAX,
BUSINESS, AND ECONOMIC CONSIDERATIONS RELATING TO HIS OR HER INVESTMENT.

THE GENERAL PARTNER RESERVES THE RIGHT TO ACCEPT OR REJECT ANY

SUBSCRIPTION TO PURCHASE INTERESTS. THIS OFFERING WILL CONTINUE UNTIL
TERMINATED BY THE GENERAL PARTNER.

INVESTORS IN THIS OFFERING WILL INVEST GREATER AMOUNTS AND RECEIVE A

PROPORTIONATELY SMALLER INTEREST IN THE PROFITS AND DISTRIBUTIONS OF THE
PARTNERSHIP THAN THE GENERAL PARTNER.

A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR THE INTERESTS UNLESS

SATISFIED THAT SUCH INVESTOR HAS, OR SUCH INVESTOR AND HIS OR HER
INVESTMENT REPRESENTATIVE HAVE, ASKED FOR AND RECEIVED ALL INFORMATION
THAT WOULD ENABLE HIM OR HER, OR BOTH OF THEM, TO EVALUATE THE MERITS AND
RISKS OF THE PROPOSED INVESTMENT.

THE PARTNERSHIP SHALL MAKE AVAILABLE TO EACH INVESTOR, OR HIS OR HER

INVESTMENT REPRESENTATIVE OR AGENT, DURING THIS OFFERING AND PRIOR TO THE
SALE OF ANY INTERESTS, THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE GENERAL PARTNER OR ITS REPRESENTATIVES CONCERNING ANY
ASPECT OF THE PARTNERSHIP AND ITS PROPOSED BUSINESS, AND TO OBTAIN ANY
ADDITIONAL RELATED INFORMATION TO THE EXTENT THE PARTNERSHIP POSSESSES
SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR
EXPENSE.

THE STATEMENTS CONTAINED HEREIN ARE BASED ON INFORMATION BELIEVED TO BE

RELIABLE. NO WARRANTY CAN BE MADE AS TO THE ACCURACY OF SUCH INFORMATION
OR THAT CIRCUMSTANCES HAVE NOT CHANGED SINCE THE DATE SUCH INFORMATION
WAS SUPPLIED. THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PROVISIONS
OF DOCUMENTS RELATING TO THE BUSINESS OF THE OFFEROR AND THE PURCHASE OF
SECURITIES. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL
DOCUMENTS, WHICH ARE EITHER ATTACHED AS EXHIBITS HERETO OR ELSE
AVAILABLE UPON REQUEST.

THIS MEMORANDUM CONTAINS “FORWARD-LOOKING” STATEMENTS BASED ON THE

GENERAL PARTNER’S EXPERIENCE AND EXPECTATIONS ABOUT THE PARTNERSHIP’S
BUSINESS PLAN. THOSE STATEMENTS ARE SOMETIMES INDICATED BY WORDS SUCH AS

December 19, 2017 v16 4

“EXPECTS,” “BELIEVES,” “SEEKS,” “MAY,” “INTENDS,” “ATTEMPTS,” “WILL,” AND
SIMILAR EXPRESSIONS. SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES
OF FUTURE PERFORMANCE, AND ARE SUBJECT TO MANY RISKS, UNCERTAINTIES, AND
ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE, AS A RESULT OF
VARIOUS FACTORS, ACTUAL RETURNS COULD DIFFER MATERIALLY AND ADVERSELY
FROM THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS
CONTAINED HEREIN. THE SECTION IN THIS MEMORANDUM ENTITLED “RISK
FACTORS” DISCUSSES SOME OF THE IMPORTANT RISK FACTORS THAT MAY AFFECT
THE PARTNERSHIP’S RETURNS. PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THOSE RISKS, IN ADDITION TO OTHER INFORMATION IN THIS
MEMORANDUM, BEFORE DECIDING WHETHER TO INVEST IN THE PARTNERSHIP.
NEITHER THE GENERAL PARTNER, NOR THE PARTNERSHIP, UNDERTAKES ANY
OBLIGATION TO REVISE OR UPDATE ANY FORWARD-LOOKING STATEMENT FOR ANY
REASON.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO YOU UNLESS YOUR NAME
AND IDENTIFICATION NUMBER APPEAR ON THE FRONT COVER, AND DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH AN
OFFER OR SOLICITATION IS NOT AUTHORIZED.

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHALL BE EMPLOYED IN

THE OFFERING OF THESE INTERESTS OTHER THAN THIS MEMORANDUM AND THE
DOCUMENTS REFERRED TO HEREIN. NO PERSON OTHER THAN THE GENERAL PARTNER
HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION,
WITH RESPECT TO THESE INTERESTS, EXCEPT THE INFORMATION CONTAINED HEREIN,
AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR OTHERWISE
SUPPLIED BY THE GENERAL PARTNER MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE OFFEROR OR ANY OF ITS PARTNERS. DO NOT CONSIDER ANY
INFORMATION THAT HAS BEEN DESCRIBED ORALLY. PLEASE MAKE SURE THAT YOU
INVEST SOLELY ON THE BASIS OF THE INFORMATION IN THIS MEMORANDUM.

THE OFFEREE, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN

IT AND ALL RELATED DOCUMENTS TO THE GENERAL PARTNER IF THE OFFEREE DOES
NOT SUBSCRIBE FOR INTERESTS.

NO OFFER IS BEING MADE HEREBY TO ANY PERSON WHO HAS NOT FURNISHED TO THE
GENERAL PARTNER COMPLETED AND SIGNED SUBSCRIPTION MATERIALS ATTACHED
AS EXHIBITS TO THIS MEMORANDUM, AND WHO HAS NOT SHOWN BY SUCH
INFORMATION TO MEET THE SUITABILITY STANDARDS FOR THIS OFFERING.

ANY FURTHER DISTRIBUTION OR REPRODUCTION OF THIS MEMORANDUM, IN WHOLE

OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, IS PROHIBITED.

All communications or inquiries regarding the Partnership or this Memorandum should be directed to
EB5U NYC, LLC, a Washington limited liability company and the General Partner of the Partnership, by
contacting:

EB5U NYC, LLC

535 SE Washington Street
Hillsboro, Oregon 97123-4142
Phone: (424) 279-8308
E-Mail: investorrelations@eb5united.com

December 19, 2017 v16 5

 * * * * *

Circular 230 Disclosure

Pursuant to U.S. Internal Revenue Service Circular 230, the statements set forth herein with respect to
Federal Tax Issues, as defined below, were not intended nor written to be used, and such statements
cannot be used by any taxpayer for the purpose of avoiding any penalties that may be imposed on the
taxpayer under the U.S. Internal Revenue Code. Such statements were written to support the marketing
of the Partnership or matters addressed herein. It is possible that additional issues may exist that would
affect the federal tax treatment of an investment in the Partnership and the statements contained herein do
not consider or provide any conclusions with respect to such additional issues. Each taxpayer should seek
advice based on the taxpayer’s particular circumstances from an independent tax advisor. A “Federal Tax
Issue” is a question concerning the federal tax treatment of any item of income, gain, loss, deduction, or
credit, the existence or absence of a taxable transfer of property, or the value of property for purposes of
any tax imposed by or pursuant to the U.S. Internal Revenue Code.

* * * * *

December 19, 2017 v16 6

 TABLE OF CONTENTS
PAGE
Cover Page .................................................................................................................................................... 1
Introduction ................................................................................................................................................... 8
Summary of Principal Terms of the Offering ............................................................................................. 10
Investor Suitability Requirements ............................................................................................................... 28
The Partnership and Use of Offering Proceeds ........................................................................................... 31
The Nine Orchard Street Project ................................................................................................................. 33
Summary of EB-5 Loan Terms ................................................................................................................... 56
Project Development ................................................................................................................................... 60
Biographies of Management ....................................................................................................................... 64
Conflicts of Interest..................................................................................................................................... 69
Return of Subscription Funds ..................................................................................................................... 73
Subscription Procedures.............................................................................................................................. 75
Limited Partnership Agreement .................................................................................................................. 78
EB-5 Immigration Disclosures and Risk Factors ........................................................................................ 83
Risk Factors ................................................................................................................................................ 90
Other Important Considerations .................................................................................................................. 98
List of Exhibits.......................................................................................................................................... 100

Exhibit A: Limited Partnership Agreement

Exhibit B: Subscription Agreement
Exhibit C: Escrow Agreement
Exhibit D: HVS Market Study
Exhibit E: Loan Agreement
Exhibit F: Targeted Employment Area Designation
Exhibit G: Business Plan
Exhibit H: Anti-Money Laundering Certification
Exhibit I: Regional Center Approval Letter
Exhibit J: Economic Analysis
Exhibit K: Investor Eligibility Questionnaire
Exhibit L: I-526 Petition Denial Refund Commitment
Exhibit M: New Market Tax Credit Certification for Project Census Tract
Exhibit N: Mortgage Escrow Agreement and Guaranty

December 19, 2017 v16 7

 INTRODUCTION

The Partnership, EB5 United NYC VI, LP, is a limited partnership formed pursuant to the laws of
Washington to make debt investments (each a “Qualifying Investment”) through the EB-5 Program,
which program grants lawful permanent resident status in the United States to those individuals who
make Qualifying Investments under the provisions of the Immigration Act.

The Partnership hereby offers for subscription a target of 147 limited partner interests in the
Partnership (“Interests”) at a price of $500,000 per Interest (the “Interest Price”) for a total expected
offering of $73,500,000, subject to an offering of up to an additional thirteen Interests resulting in a total
expected offering of $80,000,000, as determined by the General Partner in its sole discretion (the
“Overallotment Option”). Each Interest will also have an associated Administrative Fee of $50,000
(“Administrative Fee”)1 to be paid by each prospective investor to cover offering expenses. The offering
of each Interest pursuant to this Memorandum is referred to as the “Offering.” However, in the event that
the minimum Interest Price required to comply with the EB-5 Program is altered by congressional action
or United States Citizenship and Immigration Services (“USCIS”) to be more than $500,000, the General
Partner reserves the right to offer more or less than 147 limited partner interests, in its sole discretion. In
the event such an alteration is made, all relevant disclosures mentioning the $500,000 Interest Price and
related references (including, for example, the amount of the Capital Contribution (as defined below) and
Minimum Investment (per Investor)) in this Memorandum and all Exhibits hereto will be deemed revised
to reflect this altered price.

Securities: Limited Partner Interests

Interest Price: $500,000
Target Raise1: $73,500,000
Minimum Investment (per Investor): $500,000
Administrative Fee2: $50,000
1
(subject to an increase to $80,000,000 in the General Partner’s sole discretion)
2
(per subscribed Interest, in addition to investment)

Using the proceeds from this Offering, the Partnership’s Qualifying Investment is a loan (the
“Loan”) to Nine Orchard Partners, LLC, a Delaware limited liability company (the “Developer”), to
finance a portion of the cost of developing, constructing, and operating the Project, which is envisioned as
luxury boutique hotel in New York City. The Developer has already acquired the hotel, located at 9
Orchard Street, New York, New York, and has commenced construction of the hotel. The Project is
located within the geographical area that comprises the federally designated Regional Center, admini-
stered by Advantage America New York Regional Center, LLC, a New York limited liability company.

The Interests are being offered for subscription solely to prospective foreign investors who (i)
seek to obtain permanent resident status in the United States in accordance with the EB-5 Program and
(ii) meet certain minimum investor suitability requirements. See “Investor Suitability Requirements,”
below. Prospective investors should consider the Partnership to be a speculative investment, which is not
intended to be a complete investment program with multiple, diverse investments. An investment in the
Partnership involves significant risks, and the Partnership is intended only for sophisticated persons who
are able to bear a substantial risk of loss of their investment in the Partnership. See “Risk Factors,”
below.

1
If the minimum Interest Price required to be invested by an investor to comply with the EB-5 Program is
increased, then the Partnership may increase the amount of the Administrative Fee. Depending on the particular
circumstances of an Investor, the General Partner or, if authorized by the General Partner, the broker procuring the
Investor may allow the Investor to pay a lower Administrative Fee to participate in the Offering.

December 19, 2017 v16 8

 The rights and obligations of each Limited Partner of the Partnership are governed by the Limited
Partnership Agreement dated as of June 29, 2017 (the “Limited Partnership Agreement”), which is
attached to this Memorandum as Exhibit A. Also attached to this Memorandum as Exhibits are: a form of
the Subscription Agreement (Exhibit B – where the prospective investor subscribes for the Interests); an
Escrow Agreement (Exhibit C – establishing the escrow account into which each investor’s purchase
price for the Interest and Administrative Fee will be deposited although such funds will be tracked
electronically and remain distinguishable); July 5, 2017 Market Study by HVS Valuation & Consulting
Services (Exhibit D); the Loan Agreement between the Partnership and the Developer (Exhibit E); the
Targeted Employment Area designation letter (Exhibit F); the Business Plan for the Project (Exhibit G); a
form of the Anti-Money Laundering Certification (Exhibit H); the Regional Center Approval Letter
(Exhibit I); an Economic Analysis prepared to determine the economic effects of the Project, including
permanent jobs created (Exhibit J); an Investor Eligibility Questionnaire to be filled out by prospective
investors to determine their eligibility for participating in this Offering (Exhibit K); a letter from an
affiliate of the Developer, or other entity, committing such entity to refund an Investor’s Capital
Contribution in certain circumstances when an Investor receives an I-526 Petition denial from USCIS
(Exhibit L); a letter from Baker Tilly Virchow Krause LLP certifying that the Project census tract
qualifies for new market tax credits (Exhibit M); and Mortgage Escrow Agreement and Guaranty regarding
the Loan (Exhibit N).

In order for a prospective investor to qualify to invest in the Partnership, a prospective investor
must review this Memorandum in full, meet criteria set forth in this Memorandum (see “Investor
Suitability Requirements” section below), follow the subscription procedures required in this Memo-
randum (see “Subscription Procedures” section below), and complete their Form I-526 “Immigrant
Petition by Alien Entrepreneur” (“I-526 Petition”).

December 19, 2017 v16 9

 SUMMARY OF PRINCIPAL TERMS OF THE OFFERING

The following is only a summary of certain of the information contained in this Memorandum,
and is qualified in its entirety by reference to the more detailed discussions contained in this Memoran-
dum below, as well as to the Exhibits hereto (all of which are incorporated fully herein by this reference).
In the case of any conflict between the summary, below, and the more detailed discussion in the body of
the Memorandum, the latter shall control. Similarly, this Memorandum, its exhibits, and certain other
documents related thereto have been initially written in the English language; in the event of any conflict
between the original English versions and any translations into other languages, the former shall control.

The Partnership: EB5 United NYC VI, LP, is a limited partnership formed on June 29, 2017
pursuant to the laws of the State of Washington. The address of the Partnership’s
principal office is 535 SE Washington Street, Hillsboro, Oregon 97123-4142. The
Partnership’s telephone number is (424) 279-8308 and the Partnership’s email is
investorrelations@eb5united.com.

General Partner: The general partner of the Partnership is EB5U NYC, LLC, a Washington limited
liability company, established on June 29, 2017, with its principal place of business
located at 535 SE Washington Street, Hillsboro, Oregon 97123-4142.

The Project: The Project is envisioned as the transformation of the historic Jarmulowsky Bank
Building at 9 Orchard Street on the Lower East Side of Manhattan into one of
Downtown’s premier luxury boutique hotels. The Developer has already acquired
the hotel and has commenced construction. When completed, the property is
expected to offer approximately 10,000 square feet of food-and-beverage and
event space and approximately 116 luxury hotel rooms.

HVS Valuation & Consulting Services prepared a market study dated July 5,
2017 (attached hereto as Exhibit D), which projects a stabilized occupancy rate
of 84%, as well as an average daily rate per paid occupied room (“Average Daily
Rate” or “ADR”) of $605.06.

The total budgeted cost for the Project is $190,815,984, which includes acquisition
costs of $41,700,943, hard costs of $85,534,552, FF&E costs of $10,780,495,
architecture and engineering costs of $13,516,772, and the balance of $39,283,222
in other soft costs and contingency. The Developer seeks to obtain $73,500,000
(or $80,000,000, if the Overallotment Option is exercised in full) in EB-5
financing in the form of a loan from the Partnership. The balance will be funded
with Developer equity.

EB-5 Regional The Project will be sponsored by Advantage America New York Regional Center,
Center Designation: LLC, a New York limited liability company (the “Regional Center”). The
Regional Center is a “regional center” as authorized by USCIS under the EB-5
Program to establish and solicit investment from foreign investors under the
EB-5 Program. See Exhibit I. The loan to the Developer is believed to be a
qualifying investment under the EB-5 Program. The geographic scope of the
Regional Center encompasses the contiguous State of New York, along with
various other areas (collectively, the “Regional Center Territory”). (For more
details about the Regional Center Territory, see “Biographies of Management,”
below.) The principal place of business of the Regional Center is 575 Madison
Avenue, 23rd Floor, New York, NY 10022. The Regional Center’s email contact

December 19, 2017 v16 10

 is info@aaeb5.com. See “Biographies of Management” for more information
regarding management of the Regional Center.

The Offering: The Partnership hereby offers for subscription a target of 147 limited partner
interests on a best-efforts basis at a price of $500,000 per Interest for an expected
offering of $73,500,000 (or $80,000,000, if the Overallotment Option is exercised
in full) (the “Offering Amount”). To subscribe for an Interest, an investor must,
among other things, pay the Interest Price plus an Administrative Fee of $50,000
per Interest (together with the Interest Price, the “Subscription Price”). However,
in the event that the minimum Interest Price required to comply with the EB-5
Program is altered by congressional action or USCIS to be more than $500,000,
the General Partner reserves the right to offer more or less than 147 limited
partner interests at this altered price, in its sole discretion, and the Partnership
may increase the amount of the Administrative Fee. Funds collected by the
Partnership from payment of the Interest Price will be deemed a Capital Contri-
bution (defined below) to the Partnership. The Partnership intends to make a
loan using the Offering Amount to the Developer to finance a portion of the cost
of the development, construction, and operation of the Project.

Capital Upon receipt by the Partnership, the payment by each accepted investor (each, an
Contributions: “Investor”) of the $500,000 Interest Price shall be considered a contribution to
the capital of the Partnership (a “Capital Contribution”) and shall be part of each
Investor’s Capital Account maintained by the Partnership. Each Investor shall be
a Limited Partner (a “Limited Partner”) in the Partnership. See “Limited
Partnership Agreement” below for a discussion of Capital Accounts. The
Administrative Fee of $50,000 paid by an Investor per Interest does not
constitute a Capital Contribution of the Investor. Except as required by applicable
law (or as specifically provided in the Limited Partnership Agreement), the
Limited Partners will have limited voting rights. The Capital Contributions will
be held in escrow as detailed in “Escrow Agreement,” below. The Capital
Contribution will only be refunded to the Investor as detailed in “Return of
Subscription Funds,” below.

The $500,000 Capital Contribution is the current minimum capital investment

required for a direct and indirect job creating project in a Targeted Employment
Area under the EB-5 Program. If the minimum required investment increases due
to changes to the EB-5 Program, the Targeted Employment Area designation
expires or any other reason and the Partnership is no longer able to use the original
$500,000 minimum capital investment amount, then “Capital Contribution” as
used herein will no longer refer to $500,000, but will instead mean the new
higher required minimum investment amount.

Administrative Fee: In addition to the subscription funds constituting the Capital Contribution, the
Partnership will receive from each subscribing Investor an Administrative Fee of
$50,000. Pursuant to the Escrow Agreement, the Administrative Fee will be
deposited into escrow (in the same escrow account as the Capital Contributions,
although the Capital Contributions and Administrative Fees will each be tracked
electronically and remain distinguishable) but will then be immediately released
to the Partnership, first to an account of the Partnership held at Customers Bank
(the “Disbursement Account”) and then to an operating account of the
Partnership at another financial institution, pursuant to the Escrow Agreement to

December 19, 2017 v16 11

 pay for expenses of the Offering. The Partnership expects that $45,000 of the
Administrative Fee will be paid as a commission or fee to one or more emigration
consultants, brokers, or other parties in connection with the sale of Interests
pursuant to this Offering, to be paid within seven business days after the
Partnership’s receipt of written notice from the immigration attorney representing
the Investor that the Investor’s I-526 Petition has been filed (or as soon thereafter
as the Partnership receives Investors’ funds from escrow), although such amount
may be greater or less depending on the exact amount of the commission or fee
that the Partnership is required to pay the particular payee. In addition, under
certain circumstances, the emigration consultant, broker or other party may share
the commissions or fees with the Investor. If an Investor is procured without the
use of an emigration consultant, broker, or other similar party or for an amount of
the Administrative Fee that is less than anticipated, then the portion of the
Administrative Fee that otherwise would have been paid for procuring the
Investor will be used first to pay Partnership expenses, in the manner provided in
the paragraph below, and then the remaining amount, if any, will be paid by the
Partnership, as follows: one-half of such amount to the General Partner to
reimburse the General Partner for expenses incurred in conducting the Offering
and one-half of such amount to the Developer or an affiliate of the Developer.

In any event, the Partnership expects to pay $3,750 of each Investor’s Admini-
strative Fee to the General Partner and $1,250 of each Investor’s Administrative
Fee to the Developer or an affiliate of the Developer. The General Partner will
use this payment to defray the Partnership’s and General Partner’s organizational
expenses and to cover other costs related to the Offering, Partnership expenses,
and the General Partner’s management fee, all in order to ensure that the entirety
of each Investor’s full Capital Contribution is available to the Partnership for job-
creating activities. To the extent the expected $3,750 payment to the General
Partner is not sufficient to pay all such expenses, such expenses shall be paid
with the remaining portion of each Investor’s Administrative Fee, if any, or from
the General Partner’s management fee. The Administrative Fee will be only
refunded to the Investor as detailed in “Return of Subscription Funds,” below.

Under certain circumstances, the Administrative Fee amount of an individual

Subscriber may be adjusted, in the sole discretion of the General Partner.

Escrow Agreement: The Partnership has entered into an escrow agreement (the “Escrow Agreement”)
with Customers Bank (the “Escrow Agent”) whose deposits are insured by the
Federal Deposit Insurance Corporation (“FDIC”). While not expected to bear
interest, if this escrow account does bear any interest, such interest shall be paid
one-half to the Partnership and one-half to the Developer or an affiliate of the
Developer. The Capital Contribution will be deposited and held in escrow, while
the Administrative Fee will be initially deposited into escrow and released to the
Partnership immediately upon deposit, first to the Disbursement Account and
then to an operating account of the Partnership at another financial institution, all
pursuant to the terms of the Escrow Agreement, attached to this Memorandum as
Exhibit C. Pursuant to the Escrow Agreement, Investor Capital Contributions
will be released according to the following process:

(i) Investor Capital Contributions will be eligible to be released from the

escrow account through the Disbursement Account to an account in the name of

December 19, 2017 v16 12

 the Partnership established at another financial institution for the purpose of
distributing tranches of the Loan (the “Draw-Down Account”) once all of the
following have occurred: (a) the Regional Center has been approved by USCIS
and remains in good standing, (b) the Escrow Agent has received a copy of the I-
526 denial commitment letter (as discussed in “Return of Subscription Funds; I-
526 Denial Commitment” below, (c) the Partnership has received a Form I-
797C Notice of Action that such Investor has filed his or her I-526 Petition with
USCIS, (d) the Investor’s entire Capital Contribution and Administrative Fee is
deposited in the escrow account, (e) the Investor has fulfilled all subscription
requirements as described below in the “Subscription Procedures” section, and
(f) the Partnership has accepted, and has not revoked, the Investor’s subscription
at the time the Investor’s I-526 Petition is filed. Additionally, for a discussion of
the payment and distribution of the Administrative Fee, see the section
“Administrative Fee,” above. Once the foregoing conditions have been
satisfied, the Partnership will provide written instructions to the Escrow Agent to
release an Investor’s Capital Contribution from the escrow account to the
Disbursement Account for further disbursement to the Draw-Down Account.
The Draw-Down Account may or may not be an FDIC-insured account, and will
not be at Customers Bank.

In the event that there is a moratorium on the filing of I-526 Petitions, then
during such moratorium, clause (c) in the preceding paragraph will be replaced
with “the Partnership has received a letter from the Investor’s immigration
counsel that the Investor’s I-526 Petition is ready for submission to USCIS,
subject to any guidance USCIS may issue about additional requirements or
procedures for filing I-526 Petitions at the end of any such moratorium.”

(ii) The Developer may requisition the Partnership for eligible funds in
multiples of the minimum investment amount required for an Investor to qualify
for the EB-5 Program (currently set at $500,000 for investment in this Project)
within 90 days (or as soon as thereafter reasonably practical) following the date
such funds are first eligible to be released from the escrow account through the
Disbursement Account to the Draw-Down Account. The Partnership will
promptly notify the Escrow Agent and the Developer in writing when funds are
eligible to be released from the escrow account through the Disbursement
Account to the Draw-Down Account. If the Partnership receives a requisition
from the Developer within 90 days following the date such funds are first eligible
to be released from the escrow account through the Disbursement Account to the
Draw-Down Account, then promptly after receiving such requisition the
Partnership will transfer the requisitioned funds from the Draw-Down Account to
the Developer’s depository account (“Depository Account”) as a tranche of the
Loan. If not requisitioned within such 90-day period, then such funds will be
promptly advanced by the Partnership to the Depository Account as a tranche of
the Loan. The Partnership’s account shall be designated to the Escrow Agent in
writing by the Partnership within 30 days of executing the Escrow Agreement.

An Investor’s Capital Contribution and Administrative Fee will only be refunded

to the Investor as detailed in “Return of Subscription Funds,” below. The
Administrative Fee will be deposited in escrow (in the same escrow account as
the Capital Contributions, although the Capital Contributions and Administrative
Fees will each be tracked electronically and remain distinguishable), but will then

December 19, 2017 v16 13

 be immediately released to the Partnership, first to the Disbursement Account
and then to an operating account of the Partnership at another financial
institution, pursuant to the Escrow Agreement to pay for expenses of the
Offering. See the Escrow Agreement attached hereto as Exhibit C.

Return of Return of Capital Contribution: In the event that an Investor’s subscription is not
Subscription Funds; accepted, the Offering is canceled or terminated, or the conditions necessary to
I-526 Denial close the Offering are not satisfied or waived, then the Partnership will instruct
Commitment: the Escrow Agent to return the Investor’s Capital Contribution or, if such amount
has already been released from escrow to the Partnership through the
Disbursement Account to the Draw-Down Account, then the Partnership will use
Available Draw-Down Account Funds (as such term is defined below) to return
the Capital Contribution to the Investor, in all cases without interest or deduction.
In the event that an Investor’s I-526 Petition is denied by USCIS, except in the
case of the Investor’s fraud, misrepresentation, failure to cooperate with USCIS,
abandonment of the I-526 Petition by such Investor, or a failure to timely file or
reasonably prosecute the I-526 Petition, or the Project has received “project
denial” by USCIS, then the Partnership will instruct the Escrow Agent to return
the Investor’s Capital Contribution or, if such amount has already been released
from escrow to the Partnership through the Disbursement Account to the Draw-
Down Account, then the Partnership will use Available Draw-Down Account
Funds to return the Capital Contribution to the Investor, in all cases without
interest or deduction, provided that the Investor provides a written request to the
Partnership within 60 days after the Investor receives notice of the denial of the
I-526 Petition, within 60 days after the Investor receives notice of resolution of
the appeal of the I-526 Petition denial, if the Investor takes such an appeal, or
within 60 days after the Investor receives notice of a “project denial.” If the
amount (if any) received by the Investor, either from the escrow account and/or
the Draw-Down Account (in such order), is not sufficient to refund the Investor’s
entire Capital Contribution, then the Partnership will use commercially
reasonable efforts to return the Investor’s Capital Contribution without interest or
deduction. “Available Draw-Down Account Funds” are funds provided to the
Draw-Down Account either from the Project Company’s repayment of a portion
of the Loan or from the Refund Affiliate as described in the following paragraph,
and not the Capital Contributions of other Investors released from the escrow
account through the Disbursement Account to the Draw-Down Account.

I-526 Denial Commitment. While there is no assurance of repayment in any

circumstance, RECP Fund IV, L.P., a Delaware limited partnership and affiliate
of the Developer with a minimum net worth of at least $75,000,000, or an entity
reasonably acceptable to the Partnership, (“Refund Affiliate”) shall execute and
deliver a commitment letter providing that upon written notice from the Partner-
ship to the Developer that if (i) a Limited Partner’s I-526 Petition is denied,
except in the case of Investor fraud, misrepresentation, failure to cooperate with
USCIS, abandonment of the I-526 Petition by such Investor, or a failure to timely
file or reasonably prosecute the I-526 Petition, and the Developer is unable to
repay a portion of the Loan to return the Investor’s Capital Contribution, then the
Refund Affiliate shall within 90 days return to the Partnership the amount of the
Loan advanced to the Developer corresponding to such Investor’s Capital Contri-
bution, or (ii) the Offering is terminated because the Project has received “project
denial” by USCIS, then the Refund Affiliate shall within 150 days return or

December 19, 2017 v16 14

 cause to be returned to the Partnership all amounts of the Loan advanced to the
Developer. The Partnership shall use such returned Loan amounts to refund the
applicable Investor’s Capital Contribution to the Partnership. The refund commit-
ment shall provide that after “project approval” from USCIS, evidenced either
from the approval of the first I-526 Petition or approval of the exemplar filing for
the Project, that the Refund Affiliate may be another entity that has a net worth of
at least $20,000,000 and the original Refund Affiliate shall be released from its
refund obligations. Upon USCIS approval of the third I-526 Petition, the net
worth of the then-Refund Affiliate must be at least $5,000,000 and the refund
commitment can be provided by a new Refund Affiliate reasonably acceptable to
the Partnership at the Developer’s option.

Return of Administrative Fee: In the event that an Investor’s subscription is not

accepted, or the Offering is canceled or terminated, or the conditions necessary to
close the Offering are not satisfied or waived, or an Investor’s I-526 Petition is
denied by USCIS (except for reasons of fraud, misrepresentation, failure to
cooperate with USCIS, abandonment of the I-526 Petition by such Investor, or a
failure to timely file or reasonably prosecute the I-526 Petition), then the
Partnership will use commercially reasonable efforts return the Investor’s
Administrative Fee, without interest or deduction. In the event that an Investor’s
I-526 Petition is denied by USCIS for reason of fraud, misrepresentation, failure
to cooperate with USCIS, or abandonment of or failure to timely file or reasonably
prosecute the I-526 Petition by the Investor, the Administrative Fee will not be
returned to the Investor. In the event the Partnership does not have sufficient
funds to refund the entire Administrative Fee of the Investor, the Partnership may
try to obtain such funds by having the emigration consultant or broker refund to
the Partnership the commissions that it received for procuring such Investor.

In all cases: There is no guarantee that the Partnership will have the ability to
repay all or any portion of any Investor’s Capital Contribution or Administrative
Fee, and Investors could lose up to the entire amount of their Capital
Contributions and/or Administrative Fees. See “Risk Factors,” below.

The Terms of the The Offering shall continue until December 31, 2018 (“Offering Period”);
Offering: provided, however, that the Offering Period may be terminated earlier, or
extended beyond December 31, 2018 on the agreement of both the Partnership
and the Developer. At the end of the Offering Period (assuming the Offering
Period ends on December 31, 2018 and is not terminated earlier or extended), the
Partnership shall have through January 31, 2019 (which date may be further
extended up to March 31, 2019 on the written approval of the Developer) to
receive subscription funds into escrow (or March 31, 2019 if extended as
provided above), from Investors who submitted signed subscription agreements
prior to the end of the Offering Period.

The Interest Price and the Administrative Fee must be paid by an Investor upon
his or her execution and delivery of the Subscription Agreement. The Partnership
makes no representation nor gives any assurance that Interests equaling the
Offering Amount will be sold in this Offering or that even any Interests will be
sold.

December 19, 2017 v16 15

Investor The Interests are being offered for subscription solely to prospective foreign
Suitability investors who seek to obtain permanent resident status in the United States in
Requirements: accordance with the EB-5 Program. Each prospective investor must meet certain
minimum investor suitability requirements. See “Investor Suitability Require-
ments.”

Use of Proceeds and The Partnership will use the aggregate proceeds raised by the sale of the Interests
Investment (excluding the Administrative Fees) to make a Qualifying Investment permitted
Objective: under the EB-5 Program in the form of the Loan, so that investors in the
Partnership may seek to obtain conditional or permanent U.S. resident status. By
purchasing an Interest pursuant to this Memorandum, prospective investors who
become Limited Partners authorize the General Partner to cause the Partnership
to make the Loan as described in this Memorandum.

Qualified The Qualifying Investment is in the form of the Loan to Nine Orchard Partners,
Investment (the LLC, a Delaware limited liability company, the Developer, to finance a portion
Loan): of the cost of the development, construction, and operation of the Project. The
Project envisions the transformation of the historic Jarmulowsky Bank Building
at 9 Orchard Street on the Lower East Side of Manhattan into one of the premier
luxury boutique hotels in Downtown New York City, and is within the
geographical area that comprises the federally designated regional center territory
of Advantage America New York Regional Center, LLC, a New York limited
liability company. EB5U NYC, LLC is the General Partner of the Partnership,
and, accordingly, will manage the Partnership. See “Management of Partner-
ship” for a discussion of the General Partner. Upon any distribution otherwise
payable to the Limited Partners on account of a liquidity event involving the
Project resulting in the payoff of the Loan but for the requirement of the EB-5
Program that such Limited Partner’s minimum investment amount remain
invested “at-risk,” the General Partner shall reinvest such funds in other “at-risk”
investments pursuant to the terms of the Limited Partnership Agreement. See
“The Nine Orchard Street Project” and “Reinvestment” below for a further
discussion of the Project and reinvestment of Loan principal, respectively. See
also “Risk Factors” below.

Loan Closing: In accordance with the Limited Partnership Agreement, it is expected that the
Loan shall be advanced in one or more tranches of the minimum investment
amount required for an Investor to qualify for the EB-5 Program (currently set at
$500,000 for investment in this Project) or multiples thereof, or such other
amounts as agreed upon in writing by the Developer and the Partnership, on
release of Investor funds from escrow to the Partnership through the
Disbursement Account to the Draw-Down Account, and thereafter to the
Developer, all as described above under “Escrow Agreement.” Upon the full
Loan amount having been loaned to the Developer, no further advances will be
made to the Developer by the Partnership. See “Summary of EB-5 Loan
Terms” section below for a further description of the Loan closing process. See
also Loan Agreement, attached hereto as Exhibit E, for a full description of the
Loan closing process.
Commitment to There is no minimum amount of the Loan required for the Developer to be
Borrow Loan committed to accept the Loan. However, if the Partnership does not meet
specified deadlines for raising funds in this Offering presented in “The Terms of
the Offering,” in this Summary section above, then the Developer may require

December 19, 2017 v16 16

 that the Partnership end the Offering and accept no further subscription
agreements, thus effectively limiting the maximum amount of the Loan.

Loan Terms: Advances on the Loan from the Partnership to the Developer shall bear interest at
a fixed rate of 5.5% per annum, simple interest from the time each advance is
made from the Partnership to the Developer. In no case will Loan proceeds
received by the Developer be used by it to pay interest on the Loan; instead,
interest will be paid, to the extent possible, on a monthly basis by the Developer
initially from cash sources available to the Developer, and upon opening of the
Project from operating income generated therefrom. The Loan matures on the
fifth anniversary of the earlier of (i) the date the final advance of the Loan is
dispersed to the Developer, or (ii) March 31, 2019 (“Maturity Date” or “Initial
Term”). The Developer has an option to extend the Maturity Date of the Loan by
one year (“Extended Maturity Date” or “Extended Term”). If the Developer
exercises such option, the interest rate shall remain at 5.5% per annum, simple
interest, paid on a monthly basis after the Maturity Date. Of the income received
from payments of the Loan interest, the Partnership expects to pay 0.75% per
annum to an affiliate of the Developer, 3% per annum to the network of
emigration brokers (however, to the extent that the entire 3% per annum is not
paid, then such remaining amount will be allocated equally to the Partnership and
an affiliate of the Developer), and 1.25% per annum to the General Partner as a
management fee. The remainder, estimated to be 0.5% per annum, will be paid
as a distribution to the Limited Partners. If any principal or interest on any Loan
amount, or any fee or other amount payable by the Developer, is not paid when
due, whether at stated maturity, upon acceleration, or otherwise, such overdue
amount shall bear interest, after as well as before judgment, at a rate of 7.0% per
annum during the Loan Term, or 9.0% per annum thereafter. Any interest on the
Loan paid above 5.5% per annum will be distributed by the Partnership to the
Investors in the next regularly scheduled distribution by the Partnership to the
Investors. The Partnership’s distributions to the Investors shall be monthly or
quarterly, subject to the Developer’s Loan payments. The Developer shall pay all
accrued but unpaid interest in arrears on the first day of each calendar month, and
on the maturity of the Loan, whether at the end of the Initial Term or the
Extended Term, as applicable. If the parties mutually agree in writing to offer an
overseas emigration agent an option to accept a one-time payment of
approximately $40,000 in lieu of annual payments, if an overseas emigration
agent accepts such option, and if an affiliate of the Developer pays the amount of
the one-time payment, then the 3.0% of the Loan interest that would have been
paid to the overseas emigration agent shall instead be paid to the affiliate of the
Developer; provided that if the General Partner is able to negotiate such an
option for a one-time payment that is less than $40,000, then the difference
between $40,000 and the amount actually paid shall be paid half to the Developer
or an affiliate of the Developer and half to the General Partner.

The Developer may, with the Partnership’s prior express written consent, repay
all or part of the principal amount of the Loan prior to the end of the Maturity
Date, as the same may be extended, provided that the Developer shall pay the
Partnership the amount of interest on the Loan that the Partnership would have
received until the Maturity Date had the Loan not been prepaid.

December 19, 2017 v16 17

Loan Security: Subject to the following paragraph, the collateral to secure repayment of the
Loan will be a first lien deed of trust on the real property for the Project and a
first lien on all other assets of the Developer. The Partnership and the Developer
will not record the lien securing the Loan unless there is an uncured default under
the Loan Agreement; however, an affiliate of the Developer shall provide a letter
of credit or cash in escrow for the payment of any recording fees (estimated to be
approximately $2,000,000) and guaranty the lien position of the Loan. While such
guaranty is expected to alleviate any significant concerns regarding the potential
for a third party lien being recorded in priority ahead of the Partnership’s lien,
such guarantee will not be secured and there may be some additional risks to the
Partnership and the individual Limited Partners due to not recording the lien. In
addition, while the Partnership has received an updated title report from the title
company, the Partnership will not have lender’s title insurance until and if the
mortgage is filed. See “Risk Factors.”

In the event that the Partnership is unable to obtain Capital Contributions from
Investors equal to $40,000,000, which are eligible to be loaned by the Partner-
ship to the Developer as Eligible Loan Funds (as defined in the Loan
Agreement), and signed subscription agreements for $50,000,000 by August 31,
2018 (the “Threshold Date”), then the Developer may elect to terminate the
Offering Period and may borrow from one or more other lenders the difference
between $73,500,000 (or $80,000,000 if the Overallotment Option is exercised in
full) and the Eligible Loan Funds as of the Threshold Date (the “Additional
Loan”); provided, however, that the Partnership shall have an additional 30 days
through September 30, 2018 (which date may be extended for up to an additional
60 days on the approval of the Developer), for the Partnership to receive Capital
Contributions from Investors who submitted signed subscription agreements on
or prior to the August 31, 2018 Threshold Date. The Additional Loan shall be
senior to all EB-5 funds raised in the Offering including without limitation any
Capital Contributions in escrow that are ready to be released to the Partnership
through the Disbursement Account to the Draw-Down Account to fund a tranche
of the Loan. The Partnership will enter into a customary intercreditor agreement
with any lender of an Additional Loan on customary terms, including that the
Partnership can accept principal and interest payments on the Loan when due as
long as the Developer is not in default of its Additional Loan.

If the Developer obtains the Additional Loan, the Partnership will likely be
required to subordinate its Loan’s first priority lien on all assets of the Developer
to such Additional Loan, in addition to subordinating the Loan to any Bridge
Funds obtained by the Developer. See the section “The Nine Orchard Street
Project - Bridge Financing,” below for more information about the potential
subordination of the Loan to bridge financing.

The Developer shall not pay any distributions to its owners until the Loan has
been repaid in full, except in accordance with the Tax Credit Transfer and
Payments (defined in the “Distributions” section below). The Developer will
establish an operations collateral account, into which it will deposit all excess
cash flow to be used repay the Loan. Excess cash flow is all cash flow from the
operations of the Hotel, after payment of all expenses and establishment of
prudent reserves. The Developer shall be allowed to maintain all its cash accounts
and expenditures from those accounts in order to continue the development and

December 19, 2017 v16 18

 operation of the Developer and the Project, including without limitation providing
for reserves deemed necessary by the Developer and that are considered
commercially reasonable. The Partnership shall have the right to exercise control
over the operations collateral account upon an uncured “Event of Default” by the
Developer as defined by the Loan Agreement attached hereto as Exhibit E.

Mortgage Tax Pursuant to a Mortgage Escrow Agreement and Guaranty by and among the
Payment and Lien Partnership, the Developer and BetaWest, Ltd. as mortgage escrow agent, attached
Guaranty: hereto as Exhibit N (the “Guaranty”), in the event that the fully-executed mortgage
and other documents necessary to record the mortgage in the City Register of the
City of New York for the County of New York (the “Deposited Documents”) is
released from escrow under the terms of the Guaranty and are to be recorded,
RECP Fund IV, L.P., a Delaware limited partnership (“Guarantor”) (i) will
provide a letter of credit or cash in escrow to pay all New York mortgage recording
taxes and filing fees required in connection with the recordation of the mortgage,
and (the “Mortgage Tax Letter of Credit”) and (ii) guarantees the payment of any
momentary demands or claims against the Partnership evidenced by liens that are
filed against the Project property before the mortgage being recorded as a
mortgage, whose priority is in accordance with the loan agreement governing the
terms of the Loan, (the “Lien Guaranty”).

After due notice, the escrow agent will record the mortgage and draw upon the
letter of credit or cash in escrow to pay the New York mortgage recording taxes,
and the Guarantor will have 30 days to confirm any liens in a superior filing
position and either pay the amounts due directly to the lien holder or reach a
settlement allowing any disputed amounts to be paid into escrow allowing the
lien holder to release its lien filing.

The Guarantor’s obligation shall cease when: (i) the mortgage is recorded and a
lender’s policy of title insurance is issued, (ii) the Loan is no longer outstanding,
or (iii) by mutual written agreement between the Partnership and the Developer.
The Lien Guaranty shall also apply to any direct monetary losses (not exceeding
the outstanding Loan amount) that do not result from Partnership’s action or
inaction that are incurred by the Partnership as a result of the failure of the
mortgage to be filed as a mortgage whose priority is in accordance with the loan
agreement governing the terms of the Loan before the entry of an order for relief
as the result of the voluntary or involuntary filing of a petition for bankruptcy by
or against the Developer, as the case may be, over and above the amounts which
are realized by the Partnership from the sale of the Project property as a result of
such proceeding.

Notwithstanding the foregoing, the Guarantor shall have no obligation under the
Lien Guaranty to the extent such obligation would provide the Partnership or its
affiliates any benefit in excess of that which Partnership or its affiliates would
have had if the mortgage had been filed with a priority in accordance with the
loan agreement governing the terms of the Loan and, in any event, the Lien
Guaranty shall not be deemed the equivalent of placing the mortgage in a
position that is superior to customary lien real property mortgages in New York
with a priority in accordance with the loan agreement governing the terms of the
Loan.
Targeted On July 27, 2017, the New York State Department of Economic Development
issued a letter certifying that the Project is located in a Targeted Employment

December 19, 2017 v16 19

Employment Area: Area (also referred to as a “TEA”) within the meaning of 8 C.F.R. §§ 204.6(e)
and (j)(6)(ii). See Exhibit F for the Targeted Employment Area Designation.

According to an analysis prepared by Baker Tilly Virchow Krause LLP (“BTVK”),

even under certain proposed changes to how TEA status is determined for
purposes of the EB-5 Program (as reflected in The American Job Creation and
Investment Promotion Reform Act of 2017, proposed by U.S. Senators Chuck
Grassley and Patrick Leahy), the Project’s location would still be expected to be
considered a TEA.

Specifically, such legislation would redefine TEA to include a (i) priority urban
investment area, (ii) a rural area, and (iii) certain areas within closed military
installations. Under the proposed bill, a “priority urban investment area” consists
of a census tract or tracts, each of which is in a metropolitan statistical area and,
using the most recent census data available, each of which has at least two of the
following criteria: (i) an unemployment rate that is at least 150% of the national
average unemployment rate; (ii) a poverty rate that is at least 30%; or (iii) a
median family income that is not more than 60% of the greater of the statewide
median family income or the metropolitan statistical area median family income.
According to the analysis prepared by BTVK, the Project’s location has a
poverty rate that is at least 30% and has a median family income that is not more
than 60% of the greater of the statewide median family income or the metropolitan
statistical area median family income, thus satisfying two of the three criteria to
be considered a “priority urban investment area.” However, there is no assurance
that the U.S. Congress will enact the American Job Creation and Investment
Promotion Reform Act of 2017, as proposed or in modified form. Moreover, it is
impossible to predict what form any new TEA definition would take and when
any new definition would take effect, if at all. For additional details and
limitations about the analysis, see “EB-5 Immigration Disclosures and Risk
Factors,” below, and see also the analysis prepared by BTVK attached hereto as
Exhibit M.

Subscription Each potential limited partner may subscribe for an Interest by delivering:
Procedure:
(a) To the Partnership,

(1) a completed and executed Subscription Agreement (Exhibit B);

(2) a completed and executed counterpart of the Limited Partnership

Agreement (Exhibit A);

(3) a completed and executed Investor Acknowledgement of the Escrow

Agreement (see below and Exhibit C); and

(4) such other documents or instruments as the General Partner on behalf

of the Partnership may reasonably require in order to effect the
admission of such investor as a limited partner.

(b) To the Escrow Agent (as defined below), a wire transfer of funds in the net
aggregate amount equal to the Subscription Price per Interest.

December 19, 2017 v16 20

 The General Partner shall have the right in its sole and absolute discretion at any
time (until filing of the I-526 Petition) to accept or reject any subscription,
including, without limitation, based on a belief that the funds forming all or part
of the Subscription Price are from illegal or suspicious origins or activities or
sources that cannot be confirmed, or otherwise in the General Partner’s sole
discretion.

Limited Partnership The terms and conditions governing the relationship among the General Partner, the
Agreement: Limited Partners, and the Partnership are set forth in the Limited Partnership
Agreement between those parties. Several provisions of the Limited Partnership
Agreement are summarized in this Summary of Principal Terms of the Offering.
See also the section of this Memorandum entitled “Limited Partnership
Agreement,” below.

Distributions: Distributions of Net Cash Flow from Operations. The Partnership does not
anticipate making any distributions of net cash flow from its operations to the
Limited Partners before receiving Loan interest payments from the Developer,
which the Developer expects to begin paying commencing once the Project
begins operations. No Loan interest payments will include Investors’ Capital
Contribution proceeds. If and when the Partnership makes distributions of net
cash flow from operations, the distributions will be made proportionally to the
Limited Partners. All distributions to the Limited Partners are at the discretion
of the General Partner. The Limited Partnership Agreement does not provide
for any guaranteed or preferred distributions to Limited Partners.

The management fees payable to the General Partner, including the 1.25% per
annum fee paid from Loan interest income, the 1.0% Origination Fee paid by
the Developer, and the $3,750 fee paid from each Investor’s Administrative Fee,
are all considered management fees and not distributions (see “Management
Fees to General Partner,” in this Summary section below).

The Limited Partners acknowledge that the Developer intends to (1) conduct the
rehabilitation of the Project in a manner that qualifies for the federal historic
rehabilitation tax credit (“HTC”) as set forth in Section 47 of the Internal
Revenue Code of 1986, as amended, (the “Code”); and (2) elect to transfer the
HTC to an investor pursuant to a master lease and other customary business
terms (the “Tax Credit Transfer and Payments”), including a yield on such
investor’s equity investment, which is typically in the range of 2% to 4% per
year, and a redemption right by such investor, which is typically in the range of
5% to 10%. The Partnership agrees to cooperate in good faith with the Developer
to permit such a structure, including, but not limited to, the execution of a
Subordination, Non Disturbance and Attornment Agreement and to provide the
HTC investor customary rights with respect to its direct or indirect investment
in the Project.

Distributions of Distributable Cash from Dispositions. Subject to any adjustment

required as determined by the General Partner for the current and anticipated
expenses, liabilities, and other obligations of the Partnership, then following the
end of the Loan Term, and as long as making such distribution is consistent with
the Partnership’s immigration objectives, and subject to the discretion of the
General Partner, the Partnership intends to make distributions of the net cash flow

December 19, 2017 v16 21

 realized from the disposition or refinancing of its Qualified Investments (such as
the repayment of principal and any accrued interest on the Loan) to the Limited
Partners. If and when the Partnership makes distributions of net cash flow from
dispositions or refinancing, the distributions will be made, first pro rata to the
Limited Partners in proportion to their unreturned Capital Contributions, and
thereafter proportionally to the Limited Partners. The Limited Partnership Agree-
ment does not provide for any guaranteed or preferred distributions to Limited
Partners.

In no case will the Partnership repay Capital Contributions during the period in
which USCIS policy requires an Investor to sustain his or her investment in the
Partnership (the “Sustainment Period”). In accordance with current published
USCIS policy, the Partnership considers the Sustainment Period to have ended
two years from the date the Limited Partner was granted conditional permanent
resident status, as evidenced by the expiration date on the Limited Partner’s
conditional permanent resident card. If a capital event were nonetheless to occur
while a Limited Partner remains in the Sustainment Period, the Partnership may
reinvest such capital event proceeds as provided in the section entitled
“Reinvestment,” in this Summary below, to try to preserve such Limited
Partner’s capital “at-risk” in accordance with USCIS policy.

Reinvestment: If for any reason, the Loan is repaid prior to the end of the Sustainment Period
for all Limited Partners, then with the consent of each Limited Partner whose
Sustainment Period has not ended, the Partnership will use commercially reason-
able efforts to reinvest the Capital Contribution of such Limited Partner in another
at-risk investment that the Partnership’s immigration counsel has advised is
consistent with the EB-5 Program requirements and that permits the Partnership
to return the Capital Contribution of such Limited Partner as soon as reasonably
possible following the end of such Limited Partner’s Sustainment Period. The
Partnership will provide written notice of the proposed at-risk investment to each
Limited Partner whose Sustainment Period has not ended, and a Limited Partner
will be deemed to have approved such proposed at-risk investment if the Limited
Partner does not object in writing within 30 days of the Partnership’s notice. The
Partnership is authorized to reinvest in any of the investment options then offered
by Capital United, LLC, an affiliate of the General Partner, as a part of its EB-5
Investment Redeployment Program, provided that the Partnership’s immigration
counsel advises the Partnership that the investment option selected by the General
Partner will satisfy the requirements for reinvestment of the Limited Partner’s
Capital Contributions by the Partnership under then-applicable USCIS policies.
See “Risk Factors.”

Allocation of Profits As described above, the Partnership does not anticipate making any distributions
and Losses: of its net cash flow from operations to the Limited Partners before receiving
Loan interest payments from the Developer. The Partnership will establish and
maintain a capital account for each Limited Partner (“Capital Account”). In
general, the net profits and net losses of the Partnership shall be allocated
proportionally to the Limited Partners. See Exhibit A and “Limited Partnership
Agreement,” below, for more information about allocation of profits and losses
of the Partnership.

December 19, 2017 v16 22

Management Fees to The General Partner is entitled to receive the following management fees:
General Partner:
Annual Fee. The Partnership shall pay the General Partner an annual fee (the
“Annual Fee”) in the amount equal to 1.25% per annum of the total aggregate
Capital Contributions accepted by the Partnership and outstanding on the date
such payment is due to the General Partner. The Annual Fee will be paid by the
Partnership monthly in arrears (in other words, paying the General Partner its
monthly portion of the Annual Fee at the end of a month for its management
services performed during that month) from the Partnership’s income from Loan
interest income based on the number of Interests outstanding at the end of each
month, and the Annual Fee will be paid on a per-day prorated basis for any
period that is less than one full month. The Annual Fee may only be paid when
Loan interest payments are made from the Developer to the Partnership and,
accordingly, will be accrued if not paid currently.

Loan Origination Fee. The Developer or an affiliate of the Developer will pay
the General Partner a one-time loan origination fee equal to 1.0% of all amounts
loaned to the Developer pursuant to the Loan. The Developer or an affiliate of
the Developer shall pay such fee, based on the amount of each tranche advanced
to the Developer, once at the end of each month which will reflect the aggregate
origination fee due during the month. The Developer or an affiliate of the
Developer shall not pay such fee from any Loan proceeds, but shall use other
available funds. Any funds paid to the Partnership or any of its affiliates by the
Developer or an affiliate of the Developer as a retainer under that certain letter
agreement between the Developer and the Partnership dated on or about June 23,
2017 shall be deemed an advance of the origination fee and shall be credited
against any remaining origination fee due to the Partnership by the Developer or
an affiliate of the Developer.

Administrative Fee. The General Partner is entitled to receive $3,750 of each

Investor’s Administrative Fee. The General Partner will use this amount to defray
the Partnership’s and General Partner’s organizational expenses and to cover
other costs related to the Offering; pay a portion of the fees owed to foreign agents
contracted to procure Investors in connection with the raising of capital for the
Project; and pay other Partnership expenses, all in order to ensure that the entirety
of each Investor’s full Capital Contribution is available to the Partnership for job-
creating activities. To the extent there remain funds from such expected payment
that were not used to pay such expenses, the General Partner will retain such
amount as part of its compensation for managing the Partnership and overseeing
the Loan. To the extent such payment is not sufficient to pay all such expenses,
such expenses shall be paid with the remaining portion of each Investor’s
Administrative Fee, if any.

For other compensation payable to the General Partner, see “Item 6. Compensa-
tion” in Section “Conflicts of Interest,” below.

Other Expenses: For paying expenses related to preparing annual tax returns for Limited Partners,
the Partnership will annually assess each Limited Partner, pro rata, the actual
cost of such annual tax return preparation, although no individual Limited
Partner will be assessed a total annual amount in excess of $750 (“Tax Prepa-
ration Assessment”). Further, the Partnership will annually assess each Limited

December 19, 2017 v16 23

 Partner, pro rata, the actual costs of escrow administration and monitoring
services provided by NES Financial, estimated to be an annual fee of $576 per
Limited Partner (“Escrow Monitoring Fee”). The Tax Preparation Assessment
and Escrow Monitoring Fee will accrue and be deferred until the Partnership
receives Loan interest payments from the Developer, at which time the accrued
Tax Preparation Assessment and Escrow Monitoring Fee amount will promptly
be deducted from such Limited Partner’s Preferred Return. Aside from the Tax
Preparation Assessment and the Escrow Monitoring Fee, the General Partner will
bear most of the ongoing expenses relating to the operations and activities of the
Partnership, including, without limitation, legal, tax, accounting, auditing and
other professional services and the advice of other consultants and experts on
behalf of the Partnership, out-of-pocket expenses related to the sourcing, due
diligence and potential completion of Qualifying Investments, regardless of
whether such Qualifying Investment is actually consummated, the holding and
administration of Qualifying Investments (such as the Loan), and other expenses
relating to the operations Partnership (e.g., insurance, etc.) (collectively, the
“Partnership Expenses”). Partnership Expenses do not include amounts payable
to the Developer or an affiliate from the Administrative Fee or Loan interest, fees
or commissions payable to brokers or migration agents, the Management Fee, or
expenses that are not operating expenses, which expenses will be paid by the
Partnership from interest payments on the Loan or other monies available to the
Partnership, but not from the Capital Contributions of Investors. The General
Partner will pay the Partnership Expenses from the Administrative Fee or the
Management Fee, but in no case will any portion of the Capital Contributions of
Investors be used to pay these expenses.

Commissions and The Partnership may pay commissions or other fees to one or more immigration
Fees to Brokers/ consultants, unregistered emigration brokers, and finders outside the U.S., who
Agents: the Partnership has been advised are not required under applicable law to be
SEC-registered broker-dealers; investment advisors; registered broker-dealers; or
other parties, in connection with the sale of Interests pursuant to this Offering.
The Partnership may enter into any number of marketing agreements with
unregistered emigration brokers and finders outside the U.S., who the Partnership
has been advised are not required under applicable law to be SEC-registered
broker-dealers and who are responsible for identifying prospective investors in
connection with this Offering (the “Marketing Agreements”). The Marketing
Agreements will provide that the agents named in such agreements will market
the Offering in compliance with applicable laws in exchange for a marketing fee
equal to varying amounts detailed in the paragraphs below. The Partnership may
enter into the Marketing Agreements without notice to Investors or potential
Investors on terms and conditions determined by the Partnership, in its sole
discretion, each of which may differ from the terms granted in other Marketing
Agreements. The payment of fees pursuant to the Marketing Agreements may
create a conflict of interest for any emigration brokers and finders who are
involved with the sale of Interests in this Offering. See “Conflicts of Interest,”
below.

The Partnership anticipates that brokers will be paid a total of (i) $45,000 of the
Administrative Fee of each Investor procured by such emigration broker plus (ii)
an annual commission or fee of an amount equal to up to 3.0% of an Investor’s

December 19, 2017 v16 24

 Capital Contribution for each Investor procured.

If the Partnership and Developer mutually agree in writing to offer a foreign

broker an option to accept a one-time payment of approximately $40,000 in place
of annual payments, a foreign broker accepts such option, and if an affiliate of the
Developer pays the amount of the one-time payment, then the 3.0% of the Loan
interest that was expected to be paid to such foreign broker shall instead be paid to
the Developer or an affiliate of the Developer; provided that if the General Partner
is able to negotiate such an option for a one-time payment that is less than
$40,000, then the difference between $40,000 and the amount actually paid shall
be paid equally to (i) the Developer (or an affiliate of the Developer) and (ii) the
General Partner.

Further, the Partnership anticipates engaging a broker-dealer that is registered

with the Securities and Exchange Commission (“SEC”) and the Financial
Industry Regulatory Authority (“FINRA”) in connection with the sale of Interests
pursuant to this Offering.

Any such commissions or other fees paid to any party in connection with the sale
of Interests pursuant to this Offering shall in no case be paid out of the proceeds
of Capital Contributions of Limited Partners. The Partnership intends to pay such
commissions and fees from proceeds of the Administrative Fee, net cash flow
from operations, and/or other financing, if necessary.

In addition to amounts paid to emigration brokers and finders by the Partnership

from the Administrative Fee and/or annually as described above, an Investor may
elect at such Investor’s expense to engage an emigration broker, attorney, or
investment adviser for services rendered to that Investor. The Investor shall be
solely responsible for any fees due and owing from such an engagement, and
neither the Partnership nor the General Partner shall have any responsibility for
those additional payments. Each Investor will have sole responsibility at such
Investor’s expense to engage legal counsel and advisors to assist in processing
exit and entry documentation for the EB-5 Program and from his or her home
country of residence.

Transfer of Interests Restrictions on Transfer. Limited Partners may not sell, assign, or transfer
and Withdrawal: Interests in the Partnership except with the prior written consent of the General
Partner, which consent may be withheld in the General Partner’s sole discretion,
and subject to certain other restrictions set forth in the Limited Partnership Agree-
ment. A transfer of an Interest by a Limited Partner may result in revocation or
denial of such Limited Partner’s immigration benefit, and no such immigration
benefit may be conferred on the transferee.

Withdrawal of Limited Partner. Except as provided in “Return of Subscription

Funds,” above or pursuant to the General Partner’s discretion, a Limited Partner
shall have no right to withdraw from the Partnership.

Reports: The General Partner will send to each Limited Partner within 150 days after the
end of each fiscal year of the Partnership annual financial statements and tax
information prepared internally by the Partnership for completion of Limited

December 19, 2017 v16 25

 Partners’ tax returns.

Indemnification: Neither the General Partner, nor officers or employees of the Partnership, will be
liable to the Partnership for any act or omission performed or omitted by them in
the absence of willful malfeasance or bad faith, or for losses due to the negligence
of employees or other agents of the Partnership. The Partnership will indemnify
and hold harmless the General Partner, and officers, employees and affiliates of
the Partnership for any loss or damage incurred by them on behalf of the
Partnership or in furtherance of its business, or arising out of or in connection
with the Partnership, except for losses incurred by the General Partner, officers,
or employees of the Partnership arising from their own willful malfeasance or
bad faith. See “Limited Partnership Agreement,” below.

Dissolution of The Partnership will be dissolved (i) when the General Partner elects to dissolve
Partnership the Partnership; however, the General Partner will use commercially reasonable
efforts not to dissolve the Partnership without the approval of a majority of the
Limited Partners until the later to occur of (a) 5 years after the last Investor is
admitted to the Partnership, or (b) the end of all of the Investors’ Sustainment
Period; (ii) other than repayment of principal and interest on the Loan and the
reinvestment of such funds as described in “Reinvestment,” above, on the sale or
disposition of all or substantially all of the Partnership’s assets, which the
General Partner will use commercially reasonable efforts not to sell or dispose of
without the approval of a majority of the Limited Partners until the later to occur
of (a) 5 years after the last Investor is admitted to the Partnership, or (b) the end of
all of the Investors’ Sustainment Period; (iii) on the resignation or removal of the
General Partner, unless the Partnership is continued without dissolution under the
Washington Uniform Limited Partnership Act, as set forth in Chapter 25.10 of
the Revised Code of Washington; or (iv) when the Partnership is dissolved by
judicial decree. On the dissolution of the Partnership, the General Partner will
liquidate the assets of the Partnership, pay or provide for the payment of all of the
Partnership’s debts and liabilities, and distribute the remainder, if any, to the
partners in proportion to their positive capital account balances.

U.S. Securities Law The Interests have not been and will not be registered under the Securities Act and
Matters: are being offered in a private placement pursuant to Section 4(a)(2) of the Securities
Act and/or Regulation D and Regulation S promulgated under the Securities Act.
The Interests must be acquired by the Limited Partners solely for investment
purposes and without any view to the distribution thereof in violation of the
Securities Act, and will not have the benefit of any registration rights. The Interests
will be offered and sold only to persons who are an Accredited Investor as that term
is defined in Regulation D and are not a U.S. Person as that term is defined in
Regulation S.

Lending Law The Partnership will comply with all applicable USCIS rules and regulations and
Matters: other laws relating to confirming the legal source of funds invested by Investors
in the Project and will use commercially reasonable efforts to cause the Escrow
Agent to comply with 31 U.S.C. § 5318(i), “Due Diligence for United States
Private Banking and Correspondent Bank Accounts Involving Foreign Persons.”

Control (Limited All management and other powers relating to day-to-day control of the Partner-
Partner Voting): ship will be held and exercised by the General Partner, to the maximum extent

December 19, 2017 v16 26

 permitted by law. Limited Partners will have the right to affect policy-making of
the Partnership, otherwise Limited Partners shall have limited involvement in the
management of the Partnership, including limited voting rights as described in
the Limited Partnership Agreement (see Exhibit A) and as otherwise provided to
limited partners under the Washington Uniform Limited Partnership Act, as set
forth in Chapter 25.10 of the Revised Code of Washington, as amended from
time to time.

Transfer Interests may not be transferred at any time prior to the end of all of the Limited
Restrictions; Partners’ period of conditional residence including through final adjudication of a
No Resale: Limited Partner’s Form I-829 “Petition by Entrepreneur to Remove Conditions”
on permanent residence (the “I-829 Petition”), nor thereafter without the consent
of the General Partner, and then only in compliance with applicable securities
laws and regulations and the Limited Partnership Agreement. There are other
substantial restrictions on transferring Interests. No market for the Interests
exists, and no market is expected to develop. In addition, transfer of an Interest
by a Limited Partner may result in revocation or denial of such Limited Partner’s
immigration benefit, and no such immigration benefit may be conferred on the
transferee. See “Risk Factors,” below.

Tax Considerations: The Partnership expects to be treated as a partnership for U.S. federal income tax
purposes. Each prospective Limited Partner is advised to consult his or her own
tax advisor as to the tax consequences of an investment in the Partnership. See
“Income Tax Considerations” and “Certain Legal and Tax Considerations,”
below.

Risk Factors: An investment in the Partnership involves a high degree of risk. An investment
in the Partnership is designed only for experienced and sophisticated investors
who are able to bear the substantial economic risk of losing all or a substantial
portion of their investment. There can be no assurance that the Partnership will
achieve its investment objective. Further, because of the limitation on the rights
of a Limited Partner to withdraw from the Partnership and the fact that there will
be no secondary or other market for the Interests along with the fact that the
Partnership’s sole expected asset is its Loan to the Developer, an investment in
the Partnership is an illiquid investment. Prospective investors should carefully
review the matters discussed herein. See “Risk Factors,” below.

* * * * *

December 19, 2017 v16 27

 INVESTOR SUITABILITY REQUIREMENTS

The Offering of the Interests will be offered and sold without registration under the Securities
Act or the state securities laws in reliance upon Regulation S as well as upon Section 4(a)(2) of the
Securities Act and Rule 506(b) of Regulation D promulgated thereunder. See also the “Investor Eligibility
Questionnaire,” attached hereto as Exhibit K.

Interests will not be offered or sold to any person in any place except as set forth above. A
person wishing to buy an Interest will be required to demonstrate that he or she is either/both a non-U.S.
person as defined in Regulation S or an Accredited Investor as defined in Regulation D, and certify that
he or she will only resell the Interests pursuant to either the registration requirements under the Securities
Act or exemptions from such registration requirements. This Memorandum does not constitute an
offer to sell to, or a solicitation of an offer to buy from, any person in any jurisdiction to whom such
an offer or solicitation would be unlawful.

A. Regulation S

For offers and sales of securities outside the United States to non-U.S. Persons, Regulation S
promulgated under the Securities Act provides the Partnership an exemption from registration under the
Securities Act for offers and sales of securities in an “offshore transaction” (as defined in Regulation S).
Given that the investment objective of the Partnership is to provide investors with the opportunity to
apply for and receive a green card while making an investment in the United States, the Partnership
intends to not offer any Interests to a “U.S. Person” (as defined in Regulation S) so that the Offering of
Interests to an investor outside the United States will constitute an “offshore transaction” under Regulation
S. Under Regulation S, a “U.S. Person” includes “any natural person resident in the United States; any
company or corporation organized or incorporated in the United States; any estate of which any executor
or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person . . . .” Under Regulation
S, an “offshore transaction” is an offer or sale of securities in which “the offer is not made to a person in
the United States and . . . at the time the buy order is originated, the buyer is outside the United States, or
the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States
. . . .” There are other strict conditions to satisfying Regulation S. For example, the closing of the
transaction, including the execution and delivery of the documents, must occur outside the United States;
and no solicitations, meetings or discussions concerning the investment or the Offering may occur in the
United States (except as permitted under Regulation S), and no materials, documents, or literature
concerning the investment or the Offering may be provided in the United States.

In addition to the restrictions discussed above, securities which are offered and sold in reliance on
the exemption from United States securities laws by Regulation S are subject to certain resale restrictions.
In general, the offer or sale of Interests, if made prior to the expiration of a one-year restricted period,
cannot be made to a “U.S. Person” or for the account or benefit of a “U.S. Person”; the purchaser must
agree to resell such securities only in accordance with the provisions of Regulation S, pursuant to a valid
registration or exemption from the Securities Act; and the Interests must bear a legend explaining these
and other limitations on transfer.

B. Regulation D

For offers and sales of securities, Regulation D promulgated under the Securities Act provides the
Partnership an exemption from registration under the Securities Act. Regulation D sets forth certain
restrictions as to the number and nature of purchasers of securities offered pursuant thereto. In order for
the Offering to qualify as exempt under Regulation D as used by the Partnership, among other things, (i)
each prospective investor must be an Accredited Investor, and (ii) the Partnership may not offer or sell the

December 19, 2017 v16 28

Interests through any general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D, promulgated under the Securities Act. For the purposes of this Memorandum, “Accredited
Investor” means any natural person who comes within either of the following categories, or whom the
issuer reasonably believes comes within any of the following categories, at the time of the sale of an
Interest to that person:

(a) Any natural person whose individual net worth, or joint net worth with that person’s
spouse, at the time of his or her purchase exceeds $1,000,000 (“net worth” means total assets (excluding
the value of the person’s primary residence) in excess of the total liabilities (including the person’s home
mortgage liability only (i) if and to the extent that it exceeds the value of the person’s primary residence,
or (ii) if the amount of debt secured by the person’s primary residence was increased in the last 60 days
(other than as a result of acquiring the primary residence), then the amount of the increase is included as a
liability)); or

(b) Any natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in the current year.

C. Partnership Requirements

In addition to the foregoing requirements, the Partnership has adopted a general investor
suitability standard (as set forth in the Subscription Agreement) which requires each subscriber for an
Interest be able to represent (and confirm in writing) that:

(a) The Investor is able to bear the economic risk of the investment and the Investor has such
knowledge and experience in financial and business matters that the Investor is capable, either on his or
her own or together with his or her purchaser representative, of evaluating the merits and risks of
investing in the Partnership as a Limited Partner;

(b) In evaluating the merits and risks of an investment in the Interests, the Investor has relied
upon the advice of his or her own personal tax and legal counsel (and understands and agrees that neither
the Partnership nor General Partner (nor any of its members, managers, officers, employees or represen-
tatives) has provided any tax or legal counsel to the Investor);

(c) Prior to the purchase of an Interest, the Investor acknowledges that the Partnership
afforded the Investor and his or her advisors full and complete access to all information with respect to
the Partnership, the General Partner, and the Partnership’s proposed activities that the Investor and his or
her advisors deemed necessary in order to evaluate the merits and risks of an investment, to the extent that
information was possessed or could be acquired by the Partnership without unreasonable effort or
expense;

(d) The Interests the Investor is subscribing to purchase will be purchased solely for his or
her account for investment purposes only, and not with the view to, or for resale in connection with, any
distribution thereof;

(e) The Investor’s overall commitment to investments which are not readily marketable is
not disproportionate to his or her net worth and the investment in the Interests will not cause such overall
commitment to become excessive; and

(f) The Investor has adequate means of providing for his or her current needs and personal
contingencies and has no need of liquidity in his or her investment in the Interests.

December 19, 2017 v16 29

D. Review by General Partner of Investor Suitability

Satisfaction of the foregoing standards does not necessarily mean that an Interest is a suitable
investment for a prospective investor. Specific questions concerning accredited investor status should be
directed to the General Partner. Each prospective investor’s Subscription Agreement and Investor
Questionnaire will be reviewed to determine an investor’s suitability, and the General Partner will have
the right to refuse a subscription if, in its sole discretion, it believes that the prospective investor does not
meet the applicable suitability requirements or Interests are otherwise an unsuitable investment for the
prospective investor. The General Partner also has the right to reject a subscription for any reason, even if
a prospective investor meets the foregoing standards.

If the Investor is a minor, then the Investor and the Investor’s guardian will be required to submit
a Subscription Agreement that is used for Investor’s who are minors, and will be required to satisfy the
additional conditions in such Subscription Agreement.

PURCHASE OF AN INTEREST INVOLVES INVESTMENT RISKS AND IS SUITABLE

ONLY FOR THOSE SOPHISTICATED INVESTORS (i) WHOSE BUSINESS AND
INVESTMENT EXPERIENCE, EITHER ALONE OR WITH A PURCHASER
REPRESENTATIVE, MAKES THEM CAPABLE OF EVALUATING THE MERITS AND RISKS
OF THEIR PROSPECTIVE INVESTMENTS IN THE PARTNERSHIP, AND (ii) WHO CAN
AFFORD TO BEAR THE ECONOMIC RISK OF THE LOSS OF THEIR INVESTMENT AND
HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENT (SEE “RISK FACTORS”). EACH
PROSPECTIVE INVESTOR OF AN INTEREST MUST GIVE CAREFUL CONSIDERATION
TO RISKS ASSOCIATED WITH THE OFFERING, INCLUDING, WITHOUT LIMITATION,
THE RISKS SET FORTH BELOW IN THE SECTION ENTITLED “RISK FACTORS,” WHICH
RISKS INCLUDE, WITHOUT LIMITATION, THE RISKS ASSOCIATED WITH (A) THE
DEVELOPMENT OF A NEW BUSINESS IN GENERAL, (B) POTENTIAL GOVERNMENTAL
REGULATION AND INTERNATIONAL REGULATION, (C) TAX LAWS, INCLUDING
FEDERAL AND INTERNATIONAL TAX LAWS, (D) IMMIGRATION LAWS, INCLUDING
FEDERAL AND INTERNATIONAL IMMIGRATION LAWS, (E) THE LACK OF ANY
AVAILABLE MARKET FOR THE INTERESTS AND THE RESULTING LONG-TERM
NATURE OF ANY INVESTMENT IN THE PARTNERSHIP, AND (F) THE SUFFICIENCY OF
THE PROCEEDS FROM THE OFFERING TO MEET THE PROPOSED OBLIGATIONS AND
PLANS OF THE PARTNERSHIP. EACH PROSPECTIVE INVESTOR IS URGED TO
CONSULT HIS OR HER OWN BUSINESS, FINANCIAL, IMMIGRATION AND TAX
ADVISORS BEFORE INVESTING IN AN INTEREST.

NOTE: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED OR

QUALIFIED UNDER ANY SECURITIES LAWS OF ANY APPLICABLE FEDERAL, STATE
OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY ANY AGENCY OF
ANY APPLICABLE FEDERAL, STATE OR FOREIGN JURISDICTION. THE GENERAL
PARTNER AND THE PARTNERSHIP MAKE NO REPRESENTATION WHETHER THE
OFFERING AND/OR THE SECURITIES OFFERED HEREBY COMPLY WITH ANY
APPLICABLE REGISTRATION REQUIREMENTS, OR ANY APPLICABLE EXEMPTIONS
FROM REGISTRATION, OF ANY APPLICABLE FEDERAL, STATE, OR FOREIGN
JURISDICTIONS.

* * * * *

December 19, 2017 v16 30

 THE PARTNERSHIP AND USE OF OFFERING PROCEEDS

The Partnership

The Partnership, EB5 United NYC VI, LP, is a limited partnership formed pursuant to the laws of
the State of Washington to make debt investments through the EB-5 Program, which grants lawful
permanent resident status in the United States to those who make “Qualifying Investments” under the
provisions of the Immigration Act, and to engage in other lawful activities for which a partnership may be
organized under Washington law.

The principal focus of the Partnership is to make a Qualifying Investment in compliance with the
EB-5 Program and USCIS requirements so that investors are in a position to obtain conditional or
permanent U.S. resident status, although there is no assurance that such investment will satisfy such
requirements or, even if it does, that the Investor will satisfy USCIS’ requirements.

General Partner
The Partnership’s investment program will be managed by the General Partner, which is EB5U
NYC, LLC. The General Partner will be responsible for (i) managing the Loan, including making all
decisions in relation to the acquisition, financing, structuring, monitoring, and disposition of the Loan,
and (ii) for providing certain administrative services to the Partnership. See “Management of
Partnership” and “Limited Partnership Agreement.”

Qualifying Investment

The Partnership anticipates making the Loan to the Developer for the Project for the Offering
Amount. The Partnership will make the Loan to the Developer, the proceeds of which will be used for
the Qualified Investment portion of the Project. See “The Nine Orchard Street Project” below.

The Qualifying Investment made by the Partnership will be an at-risk investment. A

prospective investor’s Capital Contribution must be derived wholly from his or her personal assets
and be entirely at-risk in accordance with the EB-5 Program.

Use of Proceeds

The Partnership is seeking to raise the Offering Amount of $73,500,000 of Capital Contributions
(or $80,000,000, if the Overallotment Option is exercised in full) from Investors by offering and selling
Interests (an expected aggregate of 147 Interests, or 160 Interests if the Overallotment Option is exercised
in full). Each Interest is offered for a total consideration of $550,000, which consists of the minimum
$500,000 Capital Contribution required pursuant to the EB-5 Program for Qualifying Investments, plus
the Administrative Fee of $50,000. However, in the event that the minimum Interest Price required to
comply with the EB-5 Program is altered by congressional action or USCIS to be more than $500,000, the
General Partner reserves the right to offer more or less than 147 limited partner interests at this altered
price, in its sole discretion, and the Partnership may increase the amount of the Administrative Fee.
One hundred percent of the proceeds of all Capital Contributions received from the Offering of
Interests, without deduction for Offering or any other expenses (which shall be paid out of the
Administrative Fees and other funds available to the Partnership), will be used to fund the Loan to the
Developer to be used to finance a portion of the costs of the development, construction, and operation of
the Project. See “The Nine Orchard Street Project.”

December 19, 2017 v16 31

 The Developer is the entity to which the Loan will be made. The Developer and its affiliates
are not the entity offering the Interests and as such make no representations, warranties, or
guarantees to the Investors in connection with this Offering.

This Memorandum contains information concerning past financial performance as well

as certain forward looking financial information. Past performance is not necessarily
indicative of future results and actual performance will likely vary and such variances may be
material. See “Risk Factors.”

* * * * *

December 19, 2017 v16 32

 THE NINE ORCHARD STREET PROJECT

Generally

The Project envisions the transformation of the historic Jarmulowsky Bank Building at 9 Orchard
Street on the Lower East Side of Manhattan into one of Downtown’s premier luxury boutique hotel.
When completed, the property will offer approximately 10,000 square feet of food-and-beverage and
event space and approximately 116 luxury hotel rooms. Substantive construction of the Project began in
early 2014, with predevelopment work starting in 2012, and construction is expected to be completed in
the first quarter of 2019.

HVS Valuation & Consulting Services prepared a market study dated July 5, 2017, attached
hereto as Exhibit D, which projects a stabilized occupancy rate of 84%, as well as an ADR of $605.06.

The total budgeted cost for the Project is $190,815,984, which includes acquisition costs of
$41,700,943, hard costs of $85,534,552, FF&E costs of $10,780,495, architecture and engineering costs
of $13,516,772, and the balance of $39,283,222 in other soft costs and contingency.

The following are excerpts from the Business Plan, attached hereto as Exhibit G. Please see the
Business Plan and Market Study for further details about the Project.

Project Location

The Project is located at 9 Orchard Street in Manhattan, bordered by Canal Street to the north,
Orchard Street to the east, and Allen Street to the west. The current site originally consisted of two
parcels, which have since been merged into one parcel: first, the historic Jarmulowsky Bank Building on
the east portion of the site that was purchased in December 2011; and, second, a 22-foot-by-75-foot site
(the “60 Canal Parcel”) on the western portion of the site that was purchased in March of 2012 (see site
plans below). The Developer constructed a new 6-story building on the 60 Canal Parcel that has been
physically merged with The Jarmulowsky Bank Building into one building, providing a larger floorplate
for the project from the sub-cellar level through the 6th floor.

Project Setup

December 19, 2017 v16 33

 Project Site

December 19, 2017 v16 34

 Significant Developments on the Lower East Side

December 19, 2017 v16 35

 The Jarmulowsky Bank Building

The landmarked Jarmulowsky Bank Building opened in 1912 to house Sender Jarmulowsky’s
banking business, which had become a staple within the Lower East Side immigrant community in the
late nineteenth century. The architects, Rouse & Goldstone, designed 9 Orchard in the traditional Beaux-
Arts style. A May 28, 1911 article in The New York Times proclaimed the building, then under
construction, to be “the first strictly high-class tall office building” on Manhattan’s Lower East Side. Its
design was “equal in every respect to the highest-grade banking buildings throughout the city.” 2 Only two
years after its completion, with the start of World War I, the bank was forced to close its doors.

2
“Latest Dealings in Realty Field,” New York Times (May 28, 1911).

December 19, 2017 v16 36

 View of Jarmulowsky Bank Building from East on Canal Street

Building Façade at the Corner of Canal and Orchard Streets

At the time of its construction, the Jarmulowsky Bank Building was a pioneer in the prevailing
skyscraper aesthetic of New York’s major office districts to the Lower East Side. A notable example of a
tripartite, corner skyscraper in which the three major portions of its façades are differentiated by material,

December 19, 2017 v16 37

it features a rusticated ground floor executed in Indiana limestone, an ornate terra-cotta crown, and an
essentially unadorned brick portion in between. The building has an elaborate corner entrance featuring a
classical surround with tall, paired Ionic pilasters and a frieze crowned by a projecting cornice and
balustrade. The highlight of the ground floor is a carved panel directly over the banking-hall entrance,
containing a clock. A finely detailed surround containing rosettes and a helmeted figure—possibly
Hermes, the Greek god of commerce—frames the clock, which is flanked by two seated figures, as well
as various symbols of industry and commerce. Other classically derived features of the building’s base
include its two-story-high round-arched openings, which are crowned by keystones containing
cartouches. The base of the building has square-headed windows at its third floor and is crowned by a
continuous, projecting, denticulated and molded cornice that provides a clean break from the “shaft”
portion of the façade above.

Construction of the Project is currently underway. Once completed, the Project will include a
high-end restaurant, substantial event spaces, and 116 luxury hotel rooms. A bar and lounge will occupy
the historic bank lobby. The second floor of the building will be exclusively event space. Floors 3-12 will
contain an approximately 116-key hotel. Guestrooms located on the western end of Floor 7 will feature
terraces on the rooftop of the new building at 60 Canal. The rooftop will consist of event spaces with
panoramic views of Manhattan and Brooklyn.

Restoration of Plaster Ceiling in Historic Bank Lobby

December 19, 2017 v16 38

 Rendering of Completed First Floor Bar/Lounge

December 19, 2017 v16 39

 Stacking Plan for the Project3

Subject Area Profile

The Project is located on Manhattan’s Lower East Side, a neighborhood bounded by Houston
Street, the Bowery, the Manhattan Bridge, and the East River, with one of the neighborhood’s central

3
Floor Plans for the Project are included in Section 4.2 of the Business Plan, attached hereto as Exhibit G.
Plans subject to change.

December 19, 2017 v16 40

thoroughfares being Orchard Street. Once a Jewish wholesale enclave, this street is a true multicultural
blend of experiences, with trendy boutiques, cafés, and velvet-roped nightclubs, sprinkled among dry-
goods discounters and mom-and-pop shops selling everything from T-shirts to designer fashions.

Demographics

Based on data from the 2010 United States Census, the area covers 535.91 acres (216.88 ha), the
neighborhood has a population density of 136.1 inhabitants per acre (87,100/sq mi; 33,600/km2).

The racial makeup of the neighborhood is 24.9% (18,166) Asian, 22.6% (16,453) White, 10.9%
(7,931) African American, 0.2% (142) Native American, 0.0% (13) Pacific Islander, 0.3% (191) from
other races, and 1.6% (1,191) from two or more races. Hispanic or Latino of any race are 39.6% (28,870)
of the population.

Arts and Entertainment

The Lower East Side has become a hub for major museums, contemporary art galleries, and
creative businesses. The neighborhood is home to numerous contemporary art galleries who participate in
global art fairs such as Art Basel, Frieze, and the Armory. In December 2007, the New Museum relocated
to a brand-new, critically acclaimed building on Bowery and Prince Street designed by Tokyo-based
architects Kazuyo Sejima and Ryue Nishizawa. A growing number of museums and galleries have moved
to the Bowery neighborhood to be near the museum. The Museum of Reclaimed Urban Space, which
opened in 2012, exhibits photography featuring the neighborhood in addition to chronicling its history of
activism. Over the years, the neighborhood has been home to several acclaimed artists, such as Jean-
Michel Basquiat and Keith Haring.

Transportation

There are multiple New York City Subway stations in the neighborhood, including Grand Street
(B D), Bowery (J Z), Second Avenue (F), Delancey Street – Essex Street (F J M Z), and East Broadway
(F). New York City Bus routes include M9, M14A, M14D, M15, M15 SBS, M21, M22, M103, B39.

The Williamsburg Bridge and Manhattan Bridge connect the Lower East Side to Brooklyn.
Access to the FDR Drive, one of the city’s main highways, is on the neighborhood’s south and east ends.
There are multiple bike lanes in the area, making the neighborhood one of the city’s most accessible. The
Lower East Side is expected to be served by the Citywide Ferry Service starting in 2018.

Silicon Alley

The Project is approximately 2 miles from “Silicon Alley,” which refers to the corridor that
connects Midtown to Lower Manhattan, running past the Flatiron building at Madison Square Park and
Union Square towards Soho. The area is where a wave of new media tech startups began to operate in the
mid-1990s. The area has become the hub of the New York City metropolitan region’s high tech industries
including, the Internet, new media, telecommunications, digital media, software development, game
design, financial technology (fintech), and other fields within information technology that are supported
by the area’s entrepreneurship ecosystem and venture capital investments. Located in Silicon Alley are
the New York headquarters of such tech sector giants as Google, Facebook, Twitter, Vimeo, Spotify,

December 19, 2017 v16 41

Tumblr, and Vine. According to an article published in CNN Money, New York City hosted 300,000
employees in the tech sector as of 2014.4

In 2015, Silicon Alley generated over US$7.3 billion in venture capital investment 5, most based
in Manhattan, as well as in Brooklyn, Queens, and elsewhere in the region. High technology startup
companies and employment are growing in New York City and across the metropolitan region, bolstered
by the city’s emergence as a global node of creativity and entrepreneurship, social tolerance, and environ-
mental sustainability, as well as New York’s position as the leading Internet hub and telecommunications
center in North America, including its vicinity to several transatlantic fiber optic trunk lines, the city’s
intellectual capital, and its extensive outdoor wireless connectivity.

Market Analysis

The General Partner has obtained a report from HVS Consulting & Valuation, titled Market
Study: Proposed 9 Orchard Hotel, and dated July 5, 2017 (“Market Study”). The study is attached hereto
as Exhibit D. Also see Section 5.2 of the Business Plan, attached hereto as Exhibit G, for excerpts of the
Market Study.

4
Eugenios J, Hargreaves S, Rawlins A “The most innovative cities in America.” CNNMoney, 7 October
2014.
5
“Venture Investment - Regional Aggregate Data.” National Venture Capital Association and
PricewaterhouseCoopers. Retrieved 22 April 2016.

December 19, 2017 v16 42

Marketing Strategy

Product

Product marketing will focus primarily on the hotel location, event space, food & beverage, and
multimedia services, with an emphasis on the hotel’s unique accommodations and atmosphere, as well as
the emphasis on guest experience. The Developer plans to emphasize the allure of the surrounding
neighborhood, as well as the project’s access to some of New York City’s best shopping, restaurants, and
night life destinations. The event space will drive business to the hotel component and further increase the
Project’s customer base and name recognition within the market. Additionally, the Developer plans to
emphasize the Project’s historic architecture as well as its unique and luxurious design when marketing
the Project.

Price

Pricing will be based on trends in the local hospitality market. Once determined during the first
year of operation, pricing will not be expected to change significantly other than with inflation and
industry growth. The Developers will look to the Project’s competitive set (The Mercer Hotel, The
Greenwich Hotel, The Standard East Village, Firmdale Crosby Street Hotel, The James New York Soho,
The Nomad Hotel, and The Beekman Hotel) to determine a competitive market rate that can effectively
compete for their target customers.

Promotion

Promotion, or advertising, will occur through specific media in order to reach a specialized range
of consumers:

 Signage: The Project will stand out as a unique, architecturally significant structure within the
neighborhood. Since the Project is taller than most surrounding buildings, the dome spire will stand out in
the skyline and draw attention to the Project. There will be signage at street level at the entrance of the
Project. The Developer will also be identifying and securing (if appropriate) additional advertising
throughout the New York area to increase visibility and brand awareness.

 Online/Web Marketing: The Project will have a state-of-the-art website with an online
reservation system. Additionally, the Project will partner with travel sales and marketing engines to sell
room nights.

 Direct Marketing: The hotel’s General Manager and Regional Marketing team will be reaching
directly to area corporations for direct short-term and long-term stays for their employees, consultants,
and clients. The team will be in a position to secure committed monthly and annual room nights at a
competitive rate for extended-stay corporate clients. Additionally, the team will reach out to local
businesses needing corporate event space to highlight the Project’s opening, amenities, and rates.

 Email Marketing: Email marketing campaigns are effectively used to remind customers of their
experience and to highlight special offers, awards, and events, especially during the slow season. The
marketing team will create and maintain a database of past clients which will be used to send promotional
communications and increase repeat business from loyal customers.

 Social Media Marketing: The Project will maintain a presence on hotel review websites such as
Trip Advisor, and respond to client feedback and address any concerns. Additionally, the Project will
have a presence on Facebook and Twitter, which will be supplemented with specific SEO advertising of

December 19, 2017 v16 43

the Project hotel using Google Analytics, Facebook, and Google AdWords for geographic targeted
marketing campaigns. Finally, the marketing team will be using mobile-friendly video and audio tools to
ensure the latest technology and experience is available to prospective customers and corporations.

 Customer Insight Marketing: At the time of check-in, the hotel will be obtaining and/or
confirming the customers’ email address is in its computer system. The hotel will email clients shortly
after they check-out with a survey to ensure that feedback on their experience at the hotel is received. The
feedback survey will be an opportunity to thank them for their business, and reinforce the brand and ask
them for their business on their next stay to New York.

Construction Timeline

The following chart was prepared by, or for, the Developer as a timeline under ideal
circumstances and should be viewed as showing the estimates of the relative time periods necesssary for
construction, and not the actual dates that construction has or will begin or has or will be completed. The
actual development schedule for the Project will depend on a variety of factors, many of which are not
under the control of the Developer, including, for example, government processing times for permits and
even possible delays in construction from union strikes. See “Risk Factors,” below. See the Business
Plan (Exhibit G) for more details about the construction timeline, including a detailed construction
schedule attached as Exhibit H to the Business Plan.
2015

2016

2017

2018

2019

2020
2014

PROJECT PHASES
Shell Construction*
Design
FF&E
Interior Construction
Operations
JOB CREATION
Construction Jobs* 1612.6 Jobs

Operations Jobs (Revenue Input) 482.3 Jobs 482.3 Jobs

*Certain pre-development work was started and/or completed prior to 2014, including the following: demolition, asbestos removal, excavation and foundation work

Administrative and Planning Phase: The Administrative and Planning Phase includes obtaining
land entitlements, completing design drawings, completing civil engineering drawings, obtaining permits
and paying applicable fees. Specific milestones within this phase may also include completing Project due
diligence. See “Permitting Status,” below for more information about the permits obtained for the
Project.

Building Construction Phase: Building construction includes foundations, framing, exteriors,

MEP, and interiors. Substantive construction of the Project began in early 2014, with predevelopment
work starting in 2012. Construction is expected to be completed in the first quarter of 2019.

Operations: The building is scheduled to open in early 2019.

December 19, 2017 v16 44

Permitting Status

Below is a list of permits and entitlements that have been obtained for the Project.
Description/Permit Type Permit # Issue Date Exp. Date Address/Street
NYC Department of Buidlings
ALT 1 - Gut Rehab 121326010-01-AL 3/15/17 8/10/17 9 Orchard St
ALT 1 - Construction Equipment - Fence 121326010-01-EQ-FN 2/21/17 2/21/18 9 Orchard St
ALT 2 - Shoring 121675384-01-EW-OT 2/22/17 6/4/17 9 Orchard St
ALT 2 - General Construction 121843096-01-EW-OT 2/22/17 6/4/17 9 Orchard St
ALT 3 - Construction Equipment 121969959-01-EQ-OT 3/7/17 3/7/18 9 Orchard St
ALT 2 - Structural 122288504-01-EW-OT 3/13/17 6/4/17 9 Orchard St
New Building 121326216-01-NB 2/24/17 8/10/17 60 Canal Street
New Building - Fence 121326216-01-EQ-FN 2/22/17 2/22/18 60 Canal Street
Plumbing - New Building 121326216-03-PL 4/6/17 4/6/18 60 Canal Street
ALT 3 - Construction Equipment - Sidewalk - Shed 140075264-01-EQ-SH 3/3/17 3/3/18 9 Orchard St
ALT 1 - Plumbing 121326010-02-PL 6/22/16 6/22/17 9 Orchard St
ALT 2 - Plumbing 121667865-01-PL 1/3/17 1/3/18 9 Orchard St
ALT 2 - Construction Equipment - Scaffold 121799116-01-EQ-SF 7/28/16 7/28/17 9 Orchard St
ALT 3 - Construction Equipment - Other 121999855-01-EQ-OT 3/7/17 3/7/18 9 Orchard St
ALT 3 - Construction Equipment - Other 122695994-01-EQ-OT 3/7/17 3/7/18 9 Orchard St
ALT 3 - Construction Equipment - Other 140064436-01-EQ-OT 1/24/17 1/24/18 9 Orchard St
ALT 3 - Construction Equipment - Scaffold 140064454-01-EQ-SF 1/24/17 1/24/18 9 Orchard St
ALT 3 - Construction Equipment - Other 140064463-01-EQ-OT 1/24/17 1/24/18 9 Orchard St
ALT 3 - Construction Equipment - Fence 122254639-01-EQ-FN 12/23/16 12/23/17 60 Canal Street
ALT 3 - Construction Equipment - Sidewalk - Shed 122234858-01-EQ-SH 12/29/16 12/29/17 60 Canal Street
NYC Department of Transportation
117 Vault Construction M01-2017111-B37 4/21/17 5/28/17 Orchard St
117 Vault Construction M01-2017111-B38 4/21/17 5/28/17 Canal Street
401 Repair Sidewalk M04-2017111-A19 4/21/17 5/28/17 Canal Street
401 Repair Sidewalk M04-2017111-A20 4/21/17 5/28/17 Allen St
100 Open Sidewalk M01-2017101-A29 4/11/17 5/27/17 Canal Street
100 Open Sidewalk M01-2017101-A30 4/11/17 5/27/17 Canal Street
201 Place Material on Street M02-2017101-A09 4/11/17 5/27/17 Canal Street
211 Occupancy of Roadway M02-2017101-A10 4/11/17 5/27/17 Canal Street
215 Occupancy of Sidewalk M02-2017101-A11 4/11/17 5/27/17 Canal Street
215 Occupancy of Sidewalk M02-2017101-A12 4/11/17 5/27/17 Canal Street
221 Temp. Const. Signs/Markings M02-2017101-A13 4/11/17 5/27/17 Canal Street
204 Place Equipment - Maintain Fence M02-2017101-A14 4/11/17 5/27/17 Canal Street
204 Place Equipment - Maintain Fence M02-2017101-A15 4/11/17 5/27/17 Canal Street
204 Place Equipment - Barricades ( 1 ) M02-2017101-A16 4/11/17 5/27/17 Canal Street
204 Place Equipment - Barriers ( 1 ) M02-2017101-A17 4/11/17 5/27/17 Canal Street
204 Place Equipment - Fence on Barriers ( 1 ) M02-2017101-A18 4/11/17 5/27/17 Canal Street
204 Place Equipment - Washout Boxes ( 2 ) M02-2017101-A19 4/11/17 5/27/17 Canal Street
100 Open Sidewalk M01-2017073-A46 3/14/17 5/27/17 Allen Street
201 Place Material on Street M02-2017065-A33 3/6/17 5/27/17 Allen Street
202 Crossing Sidewalk M02-2017065-A34 3/6/17 5/27/17 Allen Street
211 Occupancy of Roadway M02-2017065-A35 3/6/17 5/27/17 Allen Street
215 Occupancy of Sidewalk M02-2017065-A36 3/6/17 5/27/17 Allen Street
221 Temp. Const. Signs/Markings M02-2017065-A37 3/6/17 5/27/17 Allen Street
204 Place Equipment - Maintain Fence M02-2017065-A38 3/6/17 5/27/17 Allen Street
204 Place Equipment - Barricades ( 1 ) M02-2017065-A39 3/6/17 5/27/17 Allen Street
204 Place Equipment - Line Pump ( 1 ) M02-2017065-A40 3/6/17 5/27/17 Allen Street
204 Place Equipment - Tow Along Line Pump ( 1 ) M02-2017065-A41 3/6/17 5/27/17 Allen Street
201 Place Material on Street M02-2017065-A24 3/6/17 5/27/17 Orchard Street
211 Occupancy of Roadway M02-2017065-A25 3/6/17 5/27/17 Orchard Street
215 Occupancy of Sidewalk M02-2017065-A26 3/6/17 5/27/17 Orchard Street
221 Temp. Const. Signs/Markings M02-2017065-A27 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Maintain Fence M02-2017065-A28 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Barriers ( 1 ) M02-2017065-A29 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Loading Dock ( 1 ) M02-2017065-A30 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Hoist ( 1 ) M02-2017065-A31 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Tow Along Line Pump ( 1 ) M02-2017065-A32 3/6/17 5/27/17 Orchard Street

Historic Landmark Designation and Renovation Approval: The New York City Landmarks
Preservation Commission (“LPC”) is the largest municipal preservation agency in the nation. It is
responsible for protecting the City’s architecturally, historically, and culturally significant buildings and
sites by granting them landmark or historic district status, and regulating them after designation.

December 19, 2017 v16 45

 On June 23, 2009, the LPC held a public hearing on the proposed designation of the S.
Jarmulowsky Bank Building. The hearing had been duly advertised in accordance with the provisions of
law. Five witnesses spoke in favor of the building’s designation, including a representative of Council
Member Alan J. Gerson; Joyce Mendelsohn, author of The Lower East Side Remembered and Revisited;
and representatives of the Bowery Alliance of Neighbors, the Historic Districts Council, and the Museum
at Eldridge Street. Two representatives of the building’s owner also testified, stating that the owner had
no objection to its designation.

On October 13, 2009, the LPC designated the S. Jarmulowsky Bank Building as a Landmark
pursuant to the provisions of Chapter 74, Section 3020 of the Charter of the City of New York and
Chapter 3 of Title 25 of the Administrative Code of the City of New York. The LPC’s findings were
based on “a careful consideration of the history, the architecture, and other features of this building” and
its “special character and special historical and aesthetic interest and value as part of the development,
heritage, and cultural characteristics of New York City.” A copy of the LPC’s written opinion and
findings is included in Exhibit J of the Business Plan, which is itself attached hereto as Exhibit G.

Regarding the planned renovation that is the subject site, the LPC issued a Declaration on March
19, 2015, stating that:

the restoration of the missing domed spire, a historic character defining feature,
will reinforce the special architectural and historic character of the Individual Landmark;
that the restorative work will bring the building up to sound first class condition and aid
in its long term preservation; that the implementation of a cyclical maintenance plan will
ensure the continued maintenance of the building in a sound, first-class condition; and
that the owners of the designated building have committed themselves to establishing a
cyclical maintenance plan that will be legally enforceable by the Landmarks Preservation
Commission under the provisions of a Restrictive Declaration….

Competition

New York City has 696 hotels that cater to the 60 million people that visit the city annually. HVS
Consulting & Valuation has identified six hotels in Downtown Manhattan that are the primary
competitors to the Project based on size, neighborhood, and target market. All of the competitive
properties chosen are boutique hotels in dynamic neighborhoods of Downtown Manhattan and cater to an
affluent clientele.

*Note: data for The Beekman Hotel was not available, as the hotel opened in August 2016. Data shown below is
aggregated from the other six hotels in the competitive set.

December 19, 2017 v16 46

 Competitive Set

The competitive properties are all neighborhood-defining hotels that incorporate unique
architecture and design into their respective hotels, food & beverage operations, and retail destinations.
These properties use their vibrant food & beverage and retail destinations to drive traffic towards their
hotel business. All cater to the luxury market and are independent of large hotel chains, thus creating a
boutique and non-corporate environment that is sought after by the New York City Downtown market.

Target Market: While all the hotels in the competitive set are luxury and cater to the high-end
market, they also have subtle grit that makes them cool and desirable. The target market is typically
young to middle-aged professionals who seek a dynamic destination and neighborhood where they can
“live, work, and play.” The target customer values intelligent and exceptionally crafted design and has an
appreciation for arts and culture.

Competitive Set Data:

Competitive Set Historical Performance:

Historical Performance - Competitive Set

2010 2011 2012 2013 2014 2015 2016
Occupancy 75% 81% 78% 82% 84% 85% 86%
ADR $492 $501 $499 $521 $548 $555 $559
RevPAR $367 $406 $391 $427 $457 $474 $481

Event Space Comparison:

Affiliates of the Developer have been successful in including event space into hotels. Not only
can event space increase project revenues significantly, but the events drive significant traffic to the hotel
and food and beverage outposts. The Developer will dedicate the entire second floor and rooftop to event
space, and thus the Project is planned to have the most event space of the entire competitive set.

December 19, 2017 v16 47

 Competitive Set Descriptions, Nine Orchard Street Strengths & Weaknesses:

The Project will be of the same or higher quality compared to the competitive set. All of these
hotels opened in emerging neighborhoods and were flagship locations in the development of the
neighborhoods. The Lower East Side, where the Project is located, is under a similar transformation. The
lack of an affluent neighborhood has historically been beneficial to transformative neighborhoods. People
are drawn from other parts of the city to young and happening neighborhoods like the Lower East Side
that are less commercialized. A young and affluent clientele has begun moving into the neighborhood
over the past five years. Soho, an adjacent neighborhood where three of the competitive hotels are located
(The James New York Soho, The Mercer Hotel, and The Firmdale Crosby Street Hotel), had a similar
makeup as the Lower East Side and has gone through a major transformation into a desired location over
the past ten years. Numerous luxury boutique hotels exist in Soho, whereas none of a similar luxury
quality exist in the Lower East Side.

Competitive Set Analysis

The Standard East Village

Website Description:
Located off Cooper Square in one of New York’s most vibrant, artistic neighborhoods, The
Standard, East Village is cozy, charming, and eccentric in equal measure—very much in the spirit of its
surroundings. You enter the 21-story tower through an original tenement-style building before ascending
to unparalleled views of Manhattan. There’s a quiet, calm garden tucked away at street level, Michelin-
starred chef John Fraser’s widely acclaimed Narcissa, and the bustling, street-side Café Standard, which
hums from morning until late night.

Conde Nast Traveler:

If you find it disorienting, that’s the point. The ceramic lamps hanging in the trees; the
mismatched lawn furniture and kooky sculpture in the courtyard in the manner of an East Village victory
garden; the colorful sidewalk café that Balazs says pays homage to a fast-disappearing downtown café
culture, when Raoul’s, Cafe Gitane, and the Shark Bar on the Lower East Side were the places to go—it’s
all so convincingly propped that even a local might think he’d stumbled into 1995.

Nine Orchard Street Strengths: Views; architecture and aesthetics; more event space.
Nine Orchard Street Weaknesses: Further to central locations; not a part of recognized boutique
flagged hotel brand; less foot traffic; lack of office buildings; no rooftop bar.

The James New York Soho

Website Description:
The James New York brings an inspired experience to Soho. Located on the corner of Thompson
and Grand, the property was conceived and designed as a locally infused, artistically approachable and

December 19, 2017 v16 48

warmly modern hotel. The James New York features a mix of local, national and international artists,
both prominent and up-and-coming.

Conde Nast Traveler:

An artsy crowd favors the Manhattan sister of Chicago’s James (Hot List 2007). The hotel fills an
18-story raw-concrete tower that dwarfs the low-slung buildings of SoHo, allowing sweeping views. A
small street-level entrance leads to a second-floor “sky lobby,” providing a calm respite from the bustling
pedestrian traffic and Holland Tunnel activity below. Service is familiar, not formal. The 114 rooms are
innovatively designed as a flex space: Furnished with a small couch, chair, and table, they are equally
suited for desk work, in-room dining, or poring over a neighborhood map to plan your next adventure.
The in-room amenities are forward-thinking—filtered (not bottled) water, waste-reducing hole-in-the-
middle soap bars, and reclaimed-wood floors, among other things. The James is vertically bookended by
David Burke Kitchen, the basement restaurant, and Jimmy, a rooftop cocktail bar from the team behind
the West Village’s chic Hotel Griffou. Also on the roof—a small pool with a grand panorama.

Nine Orchard Street Strengths: Architecture and aesthetics; more event space; lack of high-end
hotels in immediate vicinity.
Nine Orchard Street Weaknesses: No rooftop pool; less affluent neighborhood.

The Mercer Hotel

Website Description:
The Mercer is Soho’s foremost luxury hotel, offering 75 guest rooms on six floors of a landmark
Romanesque revival building in one of New York’s most exclusive neighborhoods. The first hotel to
offer an authentic taste of loft living, The Mercer is both home and hotel.

Nine Orchard Street Strengths: Superior views; architecture and aesthetics; more event space;
lack of high-end hotels in immediate vicinity.
Nine Orchard Street Weaknesses: Less foot traffic; lack of office buildings.

Firmdale Crosby Street Hotel

Website Description:
Crosby Street Hotel is situated on a quiet cobbled street in the heart of New York’s vibrant SoHo
neighborhood. There are 86 bedrooms and suites over 11 floors. Interior design by Kit Kemp reflects a
fresh, contemporary style. There is The Crosby Bar, a private leafy garden, guest drawing room, several
stylish private event and meeting rooms, a luxurious 99 seat screening room and fully equipped gym.

Conde Nast Traveler:

Opened in SoHo in 2009, this Kit Kemp–designed 11-story brownstone has floor-to-ceiling
windows throughout and is environmentally certified as an LEED Gold property. Bright and cheery
rooms are individually decorated with tall headboards and sleek modern furniture—a welcome refuge
from the world below. The Crosby Bar serves a robust breakfast every day, as well as afternoon tea and
Sunday brunch.

Nine Orchard Street Strengths: Superior views; architecture and aesthetics; more event space;
lack of high-end hotels in immediate vicinity.
Nine Orchard Street Weaknesses: less foot traffic; lack of office buildings.

The Greenwich Hotel

Website Description:
Robert de Niro’s 88 room luxury hotel in the TriBeCa neighborhood of downtown Manhattan,
features Shibui Spa, pool, and Locanda Verde restaurant.

December 19, 2017 v16 49

 Conde Nast Traveler:
Ball out in the big city at Robert De Niro’s funky Greenwich Hotel, planted in NYC’s trendy
TriBeCa neighborhood. Housed in an imposing red brick building, this boutique’s bland exterior betrays
the good looks lurking just beneath the surface. Hell, we’ll just go ahead and say it—this place is
stunning. Imagine you binge-ordered an entire West Elm catalogue and supplemented it with eclectic
design goodies from around Italy, and this is how it might turn out—rustic rooms, all different, with
chocolate leather headboards, threadbare oriental rugs, and plush, mismatched chairs and couches lending
a quirky, well-curated elegance to the place. Plus, they’re roomy—no small feat in this city of bargain-
basement apartments (literally). Massive marble bathrooms outfitted in bronze are sleek and
sophisticated, and perfect to return to once you’ve taken a jaunt on the subway.

Greenery-starved tourists can catch an urban jungle vibe in the lush inner courtyard, or head to
the pool, the property’s pièce de résistance, set beneath a 250-year-old bamboo roof. But the ultimate
selling point might prove to be the food—guests can grab grub from none other than Locanda Verde, the
deliciously desirable urban taverna serving up prime Italian fare, like a wood-roasted chicken for two, or a
saffron trenette with sea urchin and razor clams, that sits just inside the hotel. Between the fabulous eats
and the ryokan spa, you may not even need to bother sightseeing.

Nine Orchard Street Strengths: Superior views; architecture and aesthetics; more event space;
lack of high-end hotels in immediate vicinity; more/superior event space.
Nine Orchard Street Weaknesses: Less affluent neighborhood; no pool.

The NoMad Hotel

Website Description:
The NoMad Hotel is housed in a turn of the century Beaux-Arts building that has been fully
restored to its original grandeur with interiors by French designer Jacques Garcia. The hotel is intended as
a fresh take on the classic grand hotels of Europe with a distinct New York sensibility. The design of the
hotel was inspired by the Parisian flat of Garcia’s youth. The 168 rooms are residential in feel and
decorated in his classic, timeless style. Each room is appointed with hand-selected, richly textured
custom-designed furnishings and original artwork. The soaring ceilings throughout the public spaces
provide a fine gathering place to enjoy dining, drinking and socializing.

Conde Nast Traveler:

You know that fabulous, debonair septuagenarian uncle who always has a guest room ready for
you in his Beaux Arts mansion? No? Well, you’ll feel like you do at The NoMad, which shares a certain
self-conscious but convincing antiques store-artisanal style with its next-block neighbor the Ace, albeit on
a more elegant scale. Here, the crowd is a little older, more European, and more sophisticated than
chic/scruffy. Standard rooms, of which there are 168, are cozy and homey and feel like a well-appointed
bedroom in a private town house, with dark gray walls and crisp white sheets, tiny writing desks set on
Oriental carpets, and refreshingly low-tech electronics that are controlled with a switch instead of a
keyboard.

There are no treats or extras—no turndown gifts or takeaways—but these shortcomings are
compensated for by the location (equidistant between Midtown and SoHo, and steps away from two
subway lines), the price, and the on-site bar and restaurant, currently two of the most soigné boîtes in
town. For a city hotel, it’s also remarkably quiet: You won’t hear your neighbors—but the constant
creaking of the elevator cables may disturb light sleepers. While not exactly warm, staff are unpretentious
and efficient.

December 19, 2017 v16 50

 Nine Orchard Street Strengths: Superior views; lack of high-end hotels in immediate vicinity;
more event space.
Nine Orchard Street Weaknesses: Less foot traffic; lack of office buildings; less affluent
neighborhood.

The Beekman Hotel

Website Description:
Lovingly restored to its former glory, the historic landmark building exudes elegance and charm.
Award-winning designer Martin Brunizki enhances the intersection of classic and contemporary elements
with his singular aesthetic vision.

Conde Nast Traveler:

For all the talk about New York’s latest ground-shifting architecture, it might just be the
Beekman that feels the most revelatory, at least among nostalgic New Yorkers. Completed in 1883, the
nine-story office building was one of Lower Manhattan’s first skyscrapers—a mashup of Italianate, Neo-
Grec, and Queen Anne styles, with an atrium that was capped off by an expansive skylight. Inexplicably,
the Victorian atrium was closed off in the fifties and the structure eventually fell into disrepair. But that
view—the one which perfectly frames the copper domes of the Park Row Building, One World Trade
Center, and the Woolworth Building—will be craning necks once again now that the landmark has been
restored and reimagined as a 287 room Thompson hotel, set to open in May. “You feel like you’re a part
of history here,” says architect Randy Gerner, whose firm designed the restoration as well as the 51-story
adjoining tower, which will house residences and rooms. Hospitality all-stars Keith McNally and Tom
Colicchio are both opening restaurants under this same spectacular roof—a Bat-Signal of sorts to New
Yorkers that this isn’t just another landing spot for out-of-towners but an institution in the making.

Nine Orchard Strengths: Superior views; lack of high-end hotels in immediate vicinity; more
event space.
Nine Orchard Weaknesses: less foot traffic; lack of office buildings in area; less affluent
neighborhood.

Picture Index

Nine Orchard Street The Standard East Village The James New York Soho

December 19, 2017 v16 51

 The Mercer Hotel Firmdale Crosby Street Hotel

The Greenwich Hotel The NoMad Hotel

December 19, 2017 v16 52

 The Beekman Hotel
Sources and Uses of Funds - Construction Budget

Sources of Funds

The following is a summary of budgeted sources of funds anticipated for the Project:

Source % Amount
Owner Equity 61.48% $117,315,984
EB-5 Funds 38.52% $73,500,000
Total 100.00% $190,815,984

Owner Equity

The Developer had invested approximately $99.4 million of permanent equity and bridge equity
financing into the Project as of April 2017. The Developer will continue to fund the Project with bridge
debt and/or equity until Loan proceeds become available. The Developer has funded the Project with
owner equity since its initial acquisition of the Project in 2011, in contemplation of replacing a portion of its
equity fundings with long-term financing (such replaced portion of equity is termed “Equity Bridge
Financing”). In addition, the Developer may obtain short-term temporary bridge financing for the Project
solely for USCIS-approved job creating purposes. The Loan proceeds, when raised and made available to
the Developer, will be used to replace Equity Bridge Financing and/or other short-term temporary bridge
financing, and for the payment of any remaining costs for construction and/or operation of the Project.
Evidence of the Developer’s contemplation of both long-term financing and Equity Bridge Financing is
included as Exhibit N of the Business Plan.

Historic Tax Credit

The Developer has received Part-I and Part-II approvals from the National Park Service to receive
federal and state historic rehabilitation income-tax credits (the “HTC’s”). The Developer will receive final
approval for the HTC’s (Part-III), once it has completed the Project in accordance with the Developer’s
rehabilitation agreement with the National Park Service. The Developer anticipates leasing the entire
Project and electing to pass-through the HTC’s to a master tenant, of which the Developer will hold the
controlling interest. The Developer would then admit an investor in the master tenant (the “HTC Investor”),
and the HTC Investor would contribute an estimated $20.5 million in equity (the “HTC Contribution”) to

December 19, 2017 v16 53

the master tenant in exchange for allocations of cash flow, which are typically 2-4% of the HTC Contri-
bution per year, residual value, which is typically 5-10% of the HTC Contribution (the allocations of cash
flow and residual value, the “HTC Investor Payments”), and the federal and state historic rehabilitation
tax credits. The HTC Contribution would reduce the Developer’s equity contributions in the Project.

Estimated Historic Tax Credit Contribution

EB-5 Loan

The anticipated Loan of $73,500,000 (or $80,000,000 if the Overallotment Option is exercised in
full) referenced above shall be comprised of the proceeds of this Offering.

Uses of Funds

The following summary is as of May 31, 2017, detailing the uses of funds budgeted for the
Project. Certain amounts may change due to changes during the construction process. See the Business
Plan, especially Section 6.1 therein, for further details.

The cost per-key of the Project is $1,644,965. Approximately 34% of the total square feet of the
building is being designed as food-and-beverage and event space (“F&B Spaces”), leaving 66% specific
to hotel use. Subtracting both the estimated HTC Contribution and 34% of the costs that are allocated to
the F&B Spaces, the costs to build the hotel portion of the Project is $111,740,640, or $963,281 per key,
as depicted in the table below.

December 19, 2017 v16 54

Job Creation

The General Partner or an affiliate of the General Partner engaged Baker Tilly Capital, LLC
(“Baker Tilly”), to determine the number of jobs anticipated to be created by the Project. A copy of the
economic analysis is attached as Exhibit J. Baker Tilly has determined that the construction and
operations of the Project will result in approximately 2,094.9 direct and indirect qualifying jobs, which
equates to approximately 14.25 qualifying jobs for each of the Partnership’s investors (assuming
subscriptions under the Offering from 147 Investors).

Economic and Community Development Benefit

As a result of the anticipated construction and operation of the Project, the following economic
benefits are anticipated to occur: (i) investment in the region is expected to increase by a one-time amount
of $190,815,984; (ii) result in annual growth in the regional economy by a gain of $70,357,000 in to-date
regional household earnings and $240,809,000 for the Project as a whole; (iii) the regional economy will
experience increased need for business services of $11,564,000 to date and $28,015,000 for the Project as
a whole; (iv) the regional economy will experience annual increased demand on utilities of $665,000 to
date and $2,758,000 for the Project as a whole; (v) the regional economy will experience an increased
demand for maintenance and construction of $31,553,000 to-date and $104,074,000 for the Project as a
whole; and (vi) the regional economy will experience increased demand on new supplier and vendor links
with manufacturers of $4,812,000 to-date and $17,141,000 for the project as a whole. The estimates
above are based on the economic impact study prepared by Baker Tilly. See Exhibit J.

* * * * *

December 19, 2017 v16 55

 SUMMARY OF EB-5 LOAN TERMS

The following information is presented as a summary of principal terms only and is qualified in
its entirety by reference to the Loan Agreement between the Partnership and the Developer governing the
terms of the Loan. The Loan Agreement is attached as Exhibit E.

Purpose of Loan

Prior to the closing of the first Interest subscribed for hereunder, the Partnership will enter into
the Loan Agreement. The proceeds of the Loan will be used to fund a portion of the costs attributable to
the construction and operation of the Project and may also be used to repay bridge financing obtained by
the Developer for construction and operation of the Project in anticipation of receiving the Loan proceeds.

Security for the Loan

Subject to the following paragraph, the collateral to secure repayment of the Loan will be a first
lien deed of trust on the real property for the Project and a first lien on all other assets of the Developer.
The Partnership and the Developer will not record the lien securing the Loan unless there is an uncured
default under the Loan Agreement; however, an affiliate of the Developer shall provide a letter of credit
or cash in escrow for the payment of any recording fees (estimated to be $2,000,000) and shall guarantee
the lien position of the Loan. While such guaranty is expected to alleviate any significant concerns
regarding the potential for a third party lien being recorded in priority ahead of the Partnership’s lien,
such guarantee will not be secured and there may be some additional risks to the Partnership and the
individual Limited Partners due to not recording the lien. In addition, while the Partnership has received
an updated title report from the title company, the Partnership will not have lender’s title insurance until
and if the mortgage is filed. See, “Risk Factors.”

In the event that the Partnership is unable to obtain Capital Contributions from Investors equal to
$40,000,000, which are eligible to be loaned by the Partnership to the Developer as Eligible Loan Funds,
and signed subscription agreements for $50,000,000 by August 31, 2018 (the “Threshold Date”), then the
Developer may elect to terminate the Offering Period and may borrow from one or more other lenders the
difference between $73,500,000 (or $80,000,000 if the Overallotment Option is exercised in full) and the
Eligible Loan Funds as of the Threshold Date (the Additional Loan); provided, however, with respect to
the August 31, 2018 Threshold Date, the Partnership shall have an additional 30 days through September
30, 2018 (which date may be extended for up to an additional 60 days on the approval of the Developer),
for the Partnership to receive Capital Contributions from Investors who submitted signed subscription
agreements on or prior to the August 31, 2018 Threshold Date. The Additional Loan shall be senior to all
EB-5 funds raised in the Offering including without limitation any Capital Contributions in escrow that
are ready to be released to the Partnership through the Disbursement Account to the Draw-Down Account
to fund a tranche of the Loan. The Partnership will enter into a customary intercreditor agreement with
any lender of an Additional Loan on customary terms, including that the Partnership can accept principal
and interest payments on the Loan when due as long as the Developer is not in default of its Additional
Loan.

If the Developer obtains the Additional Loan, the Partnership will likely be required to
subordinate its Loan’s first priority lien on all assets of the Developer to such Additional Loan, in
addition to subordinating the Loan to any Bridge Funds obtained by the Developer. See the section “The
Nine Orchard Street Project - Bridge Financing,” above for more information about the potential
subordination of the Loan to bridge financing.

December 19, 2017 v16 56

 The Developer shall not pay any distributions to its owners until the Loan has been repaid in full
with the exception of the Tax Credit Transfer and Payments. The Developer will establish an operations
collateral account, into which it will deposit all excess cash flow to be used to repay the Loan. Excess
cash flow is all cash flow from the operations of the Hotel, after payment of all expenses and
establishment of prudent reserves. The Developer shall be allowed to maintain all its cash accounts and
expenditures from those accounts in order to continue the development and operation of the Developer
and the Project, including without limitation providing for reserves deemed necessary by the Developer.
The Partnership shall have the right to exercise control over the operations collateral account upon an
uncured “Event of Default” by the Developer as defined by the Loan Agreement attached hereto as
Exhibit E.

Mortgage Tax Payment and Lien Guaranty

Pursuant to a Mortgage Escrow Agreement and Guaranty by and among the Partnership, the
Developer and BetaWest, Ltd., as mortgage escrow agent, attached hereto as Exhibit N (the “Guaranty”),
in the event that the fully-executed mortgage and other documents necessary to record the mortgage in the
City Register of the City of New York for the County of New York (the “Deposited Documents”) is
released from escrow under the terms of the Guaranty and are to be recorded, RECP Fund IV, L.P., a
Delaware limited partnership (“Guarantor”) (i) will provide a letter of credit or cash in escrow to pay all
New York mortgage recording taxes and filing fees required in connection with the recordation of the
mortgage, and (the “Mortgage Tax Letter of Credit”) and (ii) guarantees the payment of any momentary
demands or claims against the Partnership evidenced by liens that are filed against the Project property
before the mortgage being recorded as a mortgage, whose priority is in accordance with the loan
agreement governing the terms of the Loan, (the “Lien Guaranty”). The Borrower has an affiliate type of
business relationship with BetaWest, Ltd.

After due notice, the escrow agent will record the mortgage and draw upon the letter of credit or
cash in escrow to pay the New York mortgage recording taxes, and the Guarantor will have 30 days to
confirm any liens in a superior filing position and either pay the amounts due directly to the lien holder or
reach a settlement allowing any disputed amounts to be paid into escrow allowing the lien holder to
release its lien filing.

The Guarantor’s obligation shall cease when: (i) the mortgage is recorded and a lender’s policy of
title insurance is issued, (ii) the Loan is no longer outstanding, or (iii) by mutual written agreement
between the Partnership and the Developer. The Lien Guaranty shall also apply to any direct monetary
losses (not exceeding the outstanding Loan amount) that do not result from Partnership’s action or
inaction that are incurred by the Partnership as a result of the failure of the mortgage to be filed as a
mortgage whose priority is in accordance with the loan agreement governing the terms of the Loan before
the entry of an order for relief as the result of the voluntary or involuntary filing of a petition for
bankruptcy by or against the Developer, as the case may be, over and above the amounts which are
realized by the Partnership from the sale of the Project property as a result of such proceeding.

Notwithstanding the foregoing, the Guarantor shall have no obligation under the Lien Guaranty to
the extent such obligation would provide the Partnership or its affiliates any benefit in excess of that
which Partnership or its affiliates would have had if the mortgage had been filed with a priority in
accordance with the loan agreement governing the terms of the Loan and, in any event, the Lien Guaranty
shall not be deemed the equivalent of placing the mortgage in a position that is superior to customary lien
real property mortgages in New York with a priority in accordance with the loan agreement governing the
terms of the Loan.

December 19, 2017 v16 57

Amount of Loan

There is no minimum amount of the Loan required for the Developer to be committed to accept
the Loan. However, if the Partnership does not meet specified deadlines for raising funds in this Offering
presented in “The Terms of the Offering,” in the Summary section above, then the Developer may
require that the Partnership end the Offering and accept no further subscription agreements, thus
effectively limiting the maximum amount of the Loan.

Interest

Advances on the Loan from the Partnership to the Developer shall bear interest at a fixed rate of
5.5% per annum, simple interest from the time each advance is made from the Partnership to the
Developer. In no case will Loan proceeds received by the Developer be used by it to pay interest on the
Loan; instead, interest will be paid, to the extent possible, on a monthly basis by the Developer initially
from cash sources available to the Developer, and upon opening of the Project from operating income
generated therefrom.

The Loan matures on the fifth anniversary of the earlier of (i) the date the final advance of the
Loan is dispersed to the Developer, or (ii) March 31, 2019 (“Maturity Date” or “Initial Term”). The
Developer has an option to extend the Maturity Date of the Loan by one year. If the Developer exercises
such option, the interest rate shall remain at 5.5% per annum, simple interest, paid on a monthly basis
after the Maturity Date. Of the income received from payments of the Loan interest, the Partnership
expects to pay 0.75% per annum to an affiliate of the Developer, 3% per annum to the network of
emigration brokers (however, to the extent that the entire 3% per annum is not paid, then such remaining
amount will be allocated equally to the Partnership and an affiliate of the Developer), and 1.25% per
annum to the General Partner as a management fee. The remainder, estimated to be 0.5% per annum, will
be paid as a distribution to the Limited Partners. If any principal or interest on any Loan amount, or any
fee or other amount payable by the Developer, is not paid when due, whether at stated maturity, upon
acceleration, or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a
rate of 7.0% per annum during the Loan Term, or 9.0% per annum thereafter. Any interest on the Loan
paid above 5.5% per annum will be distributed by the Partnership to the Investors in the next regularly
scheduled distribution by the Partnership to the Investors. The Partnership’s distributions to the Investors
shall be monthly or quarterly, subject to the Developer’s Loan payments. The Developer shall pay all
accrued but unpaid interest in arrears on the first day of each calendar month, and on the maturity of the
Loan, whether at the end of the Initial Term or the Extended Term, as applicable. If the parties mutually
agree in writing to offer an overseas emigration agent an option to accept a one-time payment of
approximately $40,000 in lieu of annual payments, if an overseas emigration agent accepts such option,
and if an affiliate of the Developer pays the amount of the one-time payment, then the 3.0% of the Loan
interest that would have been paid to the overseas emigration agent shall instead be paid to the affiliate of
the Developer; provided that if the General Partner is able to negotiate such an option for a one-time
payment that is less than $40,000, then the difference between $40,000 and the amount actually paid shall
be paid half to the Developer or an affiliate of the Developer and half to the General Partner.

Loan Prepayment

The Developer may, with the Partnership’s prior express written consent, repay all or part of the
principal amount of the Loan prior to the end of the Maturity Date, as the same may be extended,
provided that the Developer shall pay the Partnership the amount of interest on the Loan that the
Partnership would have received until the Maturity Date had the Loan not been prepaid.

December 19, 2017 v16 58

Disbursement of Loan

The Developer may requisition the Partnership for eligible funds in multiples of the minimum
investment amount required for an Investor to qualify for the EB-5 Program (currently set at $500,000 for
investment in this Project) within 90 days (or as soon as thereafter reasonably practical) following the
date such funds are first eligible to be released from the escrow account through the Disbursement
Account to the Draw-Down Account. The Partnership will promptly notify the Escrow Agent and the
Developer in writing upon receiving written confirmation from the Investor’s immigration counsel that
such Investor has filed his or her I-526 Petition with USCIS, and the Partnership will provide written
instructions to the Escrow Agent to release the Capital Contribution from the escrow account through the
Disbursement Account to the Partnership’s Draw-Down Account in preparation for being lent to the
Developer. If the Partnership receives a requisition from the Developer within 90 days following the date
such funds are first eligible to be released from the escrow account through the Disbursement Account to
the Draw-Down Account, then promptly after receiving such requisition the Partnership will promptly
transfer the requisitioned funds to the Developer’s depository account (the Depository Account) as a
tranche of the Loan. If not requisitioned within such 90-day period, the Partnership shall promptly
thereafter cause the funds to be promptly advanced by the Partnership to the Depository Account as a
tranche of the Loan. The Partnership’s account shall be designated to the Escrow Agent in writing by the
Partnership within 30 days of executing the Escrow Agreement.

Origination Fee

The Developer or an affiliate of the Developer will pay the management for the General Partner a
one-time origination fee equal to 1.0% of all amounts loaned to the Developer pursuant to the Loan. The
Developer or an affiliate of the Developer shall pay such fee, based on the amount of each tranche
advanced to the Developer, once at the end of each month which will reflect the aggregate origination fee
due during the month. The Developer or an affiliate of the Developer shall not pay such fee from any
Loan proceeds, but shall use other available funds. Any funds paid to the Partnership or any of its
affiliates by the Developer or an affiliate of the Developer as a retainer under that certain letter agreement
between the Developer and the Partnership dated on or about June 23, 2017 shall be deemed an advance
of the origination fee and shall be credited against any remaining origination fee due to the Partnership by
the Developer or an affiliate of the Developer.

* * * * *

December 19, 2017 v16 59

 PROJECT DEVELOPMENT

The Partnership’s Qualifying Investment is initially a loan of the Offering Amount to the
Developer to finance a portion of the cost of the development, construction, and operation of the Project.
The Project is located within the geographical area that comprises the federally-designated regional center
called Advantage America New York Regional Center, LLC, a New York limited liability company.
EB5U NYC, LLC is the General Partner of the Partnership.

The Developer

The Developer is Nine Orchard Partners, LLC, a Delaware limited liability company organized
on October 25, 2011 and specifically created for the sole purpose of developing, constructing, owning,
and operating, either directly or through a third party, the Project. DLJ Real Estate Capital Partners, LLC
controls RECP Fund IV, L.P., which wholly owns RECP IV Nine Orchard, LLC, which is the managing
member and 99% equity owner of Nine Orchard Partners, LLC. The managers and executive officers of
DLJ Real Estate Capital Partners include, among others Andrew Rifkin, Carmine Fanelle, Thomas Scott,
Martin Clarke, Jason Altberger, and Steven Carter, all of whose biographies are presented below.

Developer’s Principals

DLJ Real Estate Capital Partners, LLC

DLJ Real Estate Capital Partners, LLC is a Delaware limited liability company organized on
January 6, 1995 as the real estate private equity platform of Donaldson, Lufkin & Jenrette, Inc. In 2000,
Donaldson, Lufkin & Jenrette, Inc. merged with Credit Suisse First Boston. In 2010, DLJ Real Estate
Capital Partners became an independent company when its management team acquired majority
ownership and control of the entity. DLJ Real Estate Capital Partners benefits from a stable team of
experienced investment professionals with a broad range of experience across real estate investment
disciplines, including equity and debt investments, development, loan restructurings, foreclosures, and
bankruptcy reorganizations, in addition to dedicated asset management, tax, and accounting
professionals.

As described by DLJ Real Estate Capital Partners, its investment and operating track record spans
multiple market cycles since its inception in 1995. Through the end of 2016, DLJ Real Estate Capital
Partners and/or its affiliates (collectively “DLJ RECP”) have completed over 200 investments
corresponding to approximately $16 billion of real estate transactions.

DLJ RECP’s hospitality track record includes over 50 hotel assets including the underway
development of the hotel Four Seasons Cayo Largo in Puerto Rico that received over $115,000,000 in loan
proceeds from more than 230 EB-5 investors with a 100% I-526 approval rate. These investments include
the development, ownership interests in, and/or management of hotels across the United States,
Caribbean, and Asia. A selection of these investments includes:

 Eventi Hotel (New York City, New York)

 Hotel Wales (New York City, New York)
 Four Seasons Cayo Largo (Puerto Rico) (currently under development)
 Ritz-Carlton San Juan Hotel, Spa and Casino (San Juan, Puerto Rico)
 San Juan Grand Beach Resort & Casino (San Juan, Puerto Rico)
 Ocean Key Resort & Spa (Key West, Florida)

December 19, 2017 v16 60

  Aruba Marriott Resort & Stellaris Casino (Aruba)
 Aruba Renaissance Resort & Casino (Aruba)
 Curacao Renaissance Resort & Casino (Curacao)
 Portofino Hotel & Yacht Club (Redondo, California)
 Riviera Palm Springs Resort & Spa (Palm Springs, California)
 Harvest Inn (St. Helena, Napa, California)
 Hotel Adagio (San Francisco, California)
 Renaissance Charleston Hotel Historic District (Charleston, South Carolina)
 Nashville Marriott at Vanderbilt University (Nashville, Tennessee)
 Skamania Lodge (Stevenson, Washington)
 The Edgewater (Seattle, Washington)
 Inn & Spa at Loretto (Santa Fe, New Mexico)
 Mar Menor Golf Resort & Spa (Murcia, Spain)
 La Torre Golf Resort Murcia (Murcia, Spain)
 The Park New Delhi (New Delhi, India)
 The Park Bangalore (Bangalore, India)
 The Park Chennai (Chennai, India)
 The Park Visakhapatnam (Visakhapatnam, India)
 The Park Kolkata (Kolkata, India)
 The Park Kolkata Heritage (Kolkata, India)
 The Park Navi Mumbai (Mumbai, India)

DLJ Real Estate Capital Partners’ Principal Executives

Andrew Rifkin (Managing Partner and Chairman, DLJ Real Estate Capital Partners’ Investment
Committee)
Mr. Rifkin is the Managing Partner of DLJ Real Estate Capital Partners. He oversees the company’s
global acquisition and asset management activities and has been a senior member of the firm since its
inception in 1995. Mr. Rifkin is Chairman of the Investment Committee and is actively involved in
acquisitions and asset management throughout the company’s portfolios. Prior to joining DLJ Real Estate
Capital Partners, he was a Vice President at Goldman, Sachs & Co. in the Real Estate Principal
Investment area. Mr. Rifkin graduated with honors from the State University of New York at Binghamton
with a B.S. in Mathematics, and earned an M.S. in Computer Science from Cornell University.
Carmine Fanelle (Chief Operating Officer and member of DLJ Real Estate Capital Partners’ Investment
Committee)
Mr. Fanelle is DLJ Real Estate Capital Partners’ Chief Operating Officer and is responsible for day-to-
day management of operations, reporting, and investor relations. He is also a member of the company’s
Investment Committee. Mr. Fanelle has worked with Managing Partner Andrew Rifkin since 1992, and
has been with DLJ Real Estate Capital Partners since its creation in 1995. From 1998 to 2002, he lived in
London and was responsible for several of the company’s European investments. In 2003, Mr. Fanelle
returned to New York and became Head of Asset Management for the firm. Prior to joining DLJ Real
Estate Capital Partners, he worked at Goldman, Sachs & Co. Mr. Fanelle graduated magna cum laude
with a B.S. in Economics from The Wharton School, where he later earned his M.B.A. He also received a
B.S.E. in Computer Science Engineering from the University of Pennsylvania. Mr. Fanelle volunteers as a
Trustee on the Board of the Far Brook School in New Jersey.

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Thomas Scott (Chief Financial Officer)
Mr. Scott is the Chief Financial Officer for DLJ Real Estate Capital Partners. He joined the firm in 1999
and is based in the company’s New York office, where he is responsible for accounting, financial
reporting, investor reporting, and treasury and tax matters. Prior to joining DLJ Real Estate Capital
Partners, Mr. Scott was Vice President and Controller in the real estate advisory group of UBS Brinson
for five years and handled accounting, financial reporting, and investor reporting for many of the group’s
real estate advisory clients. Earlier in his career, Mr. Scott worked for a prominent New York City real
estate owner/operator, and spent five years with the public accounting firm Arthur Andersen as a member
of its Real Estate Services Group. Mr. Scott is a CPA, and received a B.S. in Accounting from St. John’s
University.
Martin Clarke (Tax Director and Chief Compliance Officer)
Mr. Clarke is the Tax Director and Chief Compliance Officer for DLJ Real Estate Capital Partners. He
joined the firm in 2000 and is based in New York, where he specializes in U.S. partnership taxation, tax
aspects of cross border investments, and the tax implications of real estate investments on tax-exempt
investors. Prior to DLJ Real Estate Capital Partners, Mr. Clarke was a Tax Manager for The Peabody
Group, a co-venture real estate fund sponsored by J.P. Morgan and J.W. O’Connor, where he was
involved in tax structuring and planning. Before that, he was a Manager in the New York real estate tax
practice of Ernst & Young, LLP. Mr. Clarke is a licensed CPA. He received a B.S. in Accounting and
Finance from the University at Buffalo, and an M.S. in taxation from Pace University.
Jason Altberger (Managing Director and member of DLJ Real Estate Capital Partners’ Investment
Committee)
Based in New York, Mr. Altberger joined DLJ Real Estate Capital Partners in 2000, and is responsible for
acquisitions, asset management, and implementing value-creation strategies. He serves on the company’s
Investment Committee, and has played a significant role in a number of the firm’s
hospitality investments, distressed debt acquisitions, development projects, and debt restructurings. Prior
to joining the company, Mr. Altberger was previously employed by the real estate merchant banking firm
Cheslock, Bakker & Associates and in the accounting practice of Price Waterhouse. Mr. Altberger is a
licensed CPA. He received a B.S. magna cum laude from Georgetown University, and an M.B.A. with
highest distinction from The Wharton School of the University of Pennsylvania, where he was named a
Palmer Scholar.

Steven Carter (Managing Director)

Based in New York, Mr. Carter rejoined DLJ Real Estate Capital Partners in 2016, and is responsible for
acquisitions, asset management, and development. He served as a Principal at DLJ RECP from 2000-
2005. Prior to rejoining DLJ RECP, he co-founded the real estate group at H.I.G. Capital. Mr. Carter has
over 20 years of experience in the commercial real estate investment and capital markets sectors, focused
on sourcing, analysis, and oversight of value-add and opportunistic real estate equity and debt
investments. Mr. Carter was previously employed by StoneBeck Capital, H.I.G. Capital, Lazard Fréres,
and BlackRock. Mr. Carter graduated cum laude from Princeton University with a Bachelor of Arts in
Political Science and certificates in Economics and Near Eastern Affairs.

Project Team

Mancini•Duffy (Architect)
Mancini•Duffy is a New York-based architecture and interior design firm. Mancini•Duffy was formed by
the 1986 merger of Ralph Mancini Associates, Inc. (established in 1981) and Duffy Inc. (established in
1955); in 2011, it acquired certain assets of the interior design firm TSC Design (established in 1995).
The firm provides a full range of interior planning, design, and architecture services as well as specialized
services such as computer-aided facility management, strategic planning, and workplace strategy;
graphics and signage; identity and brand development; and product design.

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Recent high-profile projects include headquarters relocations for JPMorgan Chase, the CIT Group, Condé
Nast Publications, and AOL; a headquarters build-out for Time Warner at Time Warner Center; new
television studios and production facilities for NBC Sports Group in Stamford, CT; and an ongoing
renovation of Bloomingdale’s flagship store in Manhattan.

Gardiner & Theobald, LLP (Construction Management and Cost Estimation)

Gardiner & Theobald (“G&T”) is an independent construction and property consultancy working across
all sectors of the built environment. G&T focuses on minimizing risk and creating opportunities to
maximize the value of its clients’ developments and property assets. G&T delivers project leadership,
commercial success, construction excellence and specialist consultancy working across all sectors of the
built environment. G&T ensures that it remains a leader in its field by investing in learning and
development for everyone across the firm. The company has 21 office locations across the globe
including New York City, Los Angeles, and London. G&T has extensive experience in the hotel industry,
as the company has delivered on over 10,000 guest keys. See Section 3.4.2 of the Business Plan (attached
hereto as Exhibit G) for examples of past projects of G&T.

DLJ Real Estate Capital Partners (Hotel Management)

DLJ Real Estate Capital Partners (DLJ) anticipates managing the property itself, through one or more
affiliates6. Over the past 20 years, DLJ Real Estate Capital Partners has developed, owned, or managed
over 50 hotels across the United States, Caribbean, Asia, and Europe. DLJ applies a hands-on approach to
all of its hotels and enhances value through its expertise in creating a design and brand for each asset that
is wholly informed by the asset’s geographical and cultural context. The company specializes in
incorporating non-traditional platforms, such as highly curated retail programming and unique event
spaces, that provide significant additional revenue streams and synergistically enhance the performance of
the hotel. DLJ has been successful at creating synergies among the numerous businesses of a hotel project
that offers a sought-after and unique experience to guests and outperforms the competitive set of hotels.
The company has a strong history of working with major retailers and celebrity chefs in its projects. DLJ
has been successful in both branded and non-branded hotels, having worked with such brands as Four
Seasons, Ritz-Carlton, Marriott, and Kimpton. DLJ Real Estate Capital Partners is headquartered in New
York City and has additional offices in Los Angeles, Boston, and Hong Kong.

* * * * *

6
Pursuant to the terms of the Hotel Management Agreement, DLJ has the right to contract with a third-
party hotel management company to manage day-to-day operations of the hotel.

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 BIOGRAPHIES OF MANAGEMENT

Management of the Partnership

EB5U NYC, LLC (the General Partner)

The General Partner of the Partnership is EB5U NYC, LLC, a Washington limited liability company
organized on June 29, 2017, with its principal place of business located at 535 SE Washington Street,
Hillsboro, Oregon 97123-4142. The General Partner is solely owned and managed in turn by EB5
United, LLC (“EB5 United”). EB5 United is managed and 100% owned by Scott Fuller and Brad
Stedem.

EB5 United specializes in providing capital to real estate developments through the EB-5 Program.
Together with its partners, EB5 United capitalizes projects that grow the U.S. economy and serve as
engines for job growth, positively impacting the communities they serve. EB5 United focuses on
supporting projects in Targeted Employment Areas, in collaboration with best-in-class developers,
immigration attorneys, regional centers, branded operating companies and EB-5 networks.

B. Scott (“Scott”) Fuller (CEO and Partner – EB5 United)

Scott Fuller is the CEO and Partner of EB5 United, where he applies his extensive network of real estate
relationships to source potential development opportunities, oversee marketing and brand identification,
and manage immigration network relationships in China. Since 2010, he has personally been involved in

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projects raising more than US$370,000,000 of EB-5 equity and debt. Deals in which he has been actively
involved include the Cayo Largo Four Seasons Resort, Puerto Rico; Marriott Courtyard/Residence Inn,
Los Angeles, CA; Marriott Residence Inn, Portland, OR; and Prosper Hotel, San Francisco, CA. Mr.
Fuller has 30 years of experience in real estate development and commercial brokerage and finance
transactions. Mr. Fuller also possesses a thorough understanding of real estate economics and capital
structures and has partnered or exclusively represented the unique needs of both individual and
institutional clients. He is also CEO of an affiliate company of EB5 United, named Capital United, LLC,
which is a Registered Investment Advisor with the SEC. By using developed systems and networks, Mr.
Fuller has been able to access relationships worldwide thereby providing positive synergies to EB5
United and its clients. Mr. Fuller received his BA in Finance and Real Estate Finance from the University
of Oregon.

Bradford (“Brad”) Stedem (President and Partner – EB5 United)

Brad Stedem is President and Partner of EB5 United, where he analyzes and oversees all EB5 United
investments throughout their development life cycle. He has extensive experience in various aspects of
real estate development and finance. Prior to EB5 United, from 2010-2014, Mr. Stedem was a trusted
consultant for BlackRock, Inc., the largest investment manager in the world with US$3.67 trillion in
assets under management. Prior to that, Mr. Stedem was on the Executive Team of Pali-Group, a prolific
Santa Monica based real estate development firm concentrating on residential, mixed-use, and hospitality
projects. He is also currently President of an affiliate company of EB5 United, named Capital United,
LLC, which is a Registered Investment Advisor with the SEC. Mr. Stedem received his BA from Boston
College and his MBA from the Anderson School at UCLA.

Role of the Regional Center

Advantage America New York Regional Center, LLC (the Regional Center)

The Project is sponsored by Advantage America New York Regional Center, LLC, a New York limited
liability company organized on November 8, 2010. The Regional Center was approved as a “regional
center” by USCIS on March 11, 2013. See Exhibit I. USCIS has since approved amendments to the
Regional Center’s geographic boundaries and industry categories, as discussed in further detail below.

The Regional Center was established to participate in the EB-5 Program, in order to promote economic
growth and facilitate investment within and surrounding the contiguous geographic area of the State of
New York, and otherwise throughout the United States. The Regional Center will directly facilitate
investment into New York through the Partnership’s Loan to the Developer. The Regional Center will
promote economic growth within New York by sponsoring the Project, which will make available up to
as much as $73,500,000 in Loan proceeds as a secured at-risk investment to finance a portion of the
development and operation cost of the Project.

The Regional Center is authorized to sponsor and administer qualified projects under the EB-5 Program
in the following geographic scope and industry categories, including:

Geographic Area

State Counties Approval Date

Queens Kings March 11, 2013
Bronx New York March 11, 2013
New York
Westchester Nassau March 11, 2013
Suffolk Dutchess December 23, 2014

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 Orange Putnam December 23, 2014
Richmond Rockland December 23, 2014
Ulster July 5, 2016
Sullivan September 9, 2016
Bergen Hudson December 23, 2014
Middlesex Morris December 23, 2014
Passaic Sussex December 23, 2014
Essex Hunterdon December 23, 2014
New Jersey
Monmouth Ocean December 23, 2014
Somerset Union December 23, 2014
Mercer Warren September 9, 2016
Pike December 23, 2014
Pennsylvania Carbon Lehigh September 9, 2016
Monroe Northampton September 9, 2016
Litchfield New Haven July 5, 2016
Connecticut
Fairfield July 5, 2016

Industrial Categories

NAICS Industry Name Approval Date

2362 Commercial and Institutional Building Construction March 11, 2013
7211 Travelers Accommodation March 11, 2013
7221 Full-Service Restaurant March 11, 2013
39 Construction, Maintenance, and Repair of Nonresidential December 23, 2014
Buildings
391 Private Elementary and Secondary Schools December 23, 2014
4232 Furniture and Home Furnishing Merchant Wholesalers June 14, 2016
4234 Professional and Commercial Equipment and Supplies June 14, 2016
Merchant Wholesalers
4236 Home Appliances and Electrical and Electronic Goods June 14, 2016
Merchant Wholesalers
5413 Architectural, Engineering, and Related Services June 14, 2016
2361 Residential Building Construction September 9, 2016
5312 Offices of Real Estate Agents and Brokers January 26, 2016

In exchange for its services in sponsoring the Project, the Regional Center has received $25,000 and is
entitled to receive (i) $100,000 within 5 business days following the date of the filing with USCIS of the
“exemplar filing” for the Project pursuant to a Form I-924, Amendment and (ii) $10,000 per year for five
years, payable annually on the anniversary of the exemplar filing date or within five business days of
such anniversary date. These fees will be paid by the Developer, or an affiliate of the Developer, and the
proceeds of the Loan shall not be used for paying such fees.

Victor T. Shum (Chief Executive Officer)

Victor T. Shum is the Chief Executive Officer of the Advantage America EB5 Group, which includes the
USCIS federally designated Advantage America New York Regional Center, Advantage America
California Regional Center, Advantage America Hawaii Regional Center, Advantage America Nevada

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Regional Center, Advantage America Southern California Regional Center, and Advantage America
Seattle Regional Center. He was formerly a partner at the law firm of Jeffer Mangels Butler and Mitchell
LLP where he served as Co-Chair of the Investment Capital Law Group and was a member of the Global
Hospitality Practice and Chinese Investment Group. Mr. Shum works with private and public companies
on equity and debt financings, securities matters, mergers & acquisitions, real estate and other strategic
business transactions. Mr. Shum has significant experience advising clients on cross-border transactions,
including representing investors and companies in inbound and outbound technology and real estate
transactions with China, and representing high-net worth individuals, real estate developers and USCIS
regional centers with the EB-5 immigrant investor program, a topic in which he is a frequent publisher
and speaker. Mr. Shum holds a B.Sc. in Materials Science & Engineering from the University of
California, Berkeley and a J.D. from the University of California, Hastings College of the Law. Mr. Shum
has also studied at Peking University and the University of Hong Kong.

Julia Yong-hee Park (Managing Director)

Julia Yong-hee Park is the Managing Director of the Advantage America EB-5 Group, which includes the
USCIS federally designated Advantage America New York Regional Center, Advantage America
California Regional Center, Advantage America Hawaii Regional Center, Advantage America Nevada
Regional Center, Advantage America Southern California Regional Center and Advantage America
Seattle Regional Center. Ms. Park began her legal career as an associate at Cravath, Swaine & Moore
LLP in New York City where she spent many hours providing sophisticated transactional legal services to
Fortune 500 companies and global financial institutions in a variety of financing transactions from bank
loans to equity IPOs. Ms. Park also served as Of Counsel at Levitt & Needleman, P.C., a premier
immigration firm that has been serving a wide-range of business and individual clients nationally and
internationally for over 30 years.

Prior to practicing law, Ms. Park was a simultaneous interpreter in Seoul, Korea. As an interpreter, she
facilitated communications in over 400 seminars and conferences for international organizations and
corporations such as the WTO, OECD and IBM. She also worked for many VIPs visiting Korea including
former U.S. President Bill Clinton and Treasury Secretary Robert Rubin, as well as various industry
leaders such as Lou Gerstner of IBM and Jeffery Katzenberg of Dreamworks Animation. Ms. Park also
served as the youngest adjunct professor at the Graduate School of Interpretation & Translation at the
Hankuk University of Foreign Studies in Seoul, Korea.

OTHER PROFESSIONALS OR RELATED PARTIES

Baker Tilly Capital, LLC (Economic Impact Consultant)

Baker Tilly Capital, LLC (“Baker Tilly Capital”) has expanded its EB-5 service offering with the strategic
combination of Wright Johnson LLC. Together, Baker Tilly Capital has successfully prepared hundreds
of economic studies to evaluate and summarize the job-creation and economic impact attributed to
regional center designation and individual EB-5 projects. Baker Tilly’s methodologies and economic
research are well-vetted and considered to be in accordance with the best practices and standards of
professional economists nationwide. Baker Tilly Capital, wholly-owned by Baker Tilly Virchow Krause,
LLP, is a broker-dealer member of FINRA and is approved to offer EB-5 investments. Baker Tilly
Capital’s report, titled An Economic Analysis of the 9 Orchard Project - Final Report, (attached hereto as
Exhibit J).

HVS Consulting & Valuation Services (Market Analysis)

HVS Consulting & Valuation Services is the world’s premier hotel consulting and valuation firm with
offices in North America, Europe, Asia, South America and the Middle East. They enjoy an impeccable
worldwide reputation for credibility, excellence and thoroughness. With a staff of more than 150

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professionals, HVS has evaluated tens of thousands of lodging properties of all sizes in over 6,000
markets.

NES Financial (Escrow and Related Services)

NES Financial Corp., a California corporation, will provide escrow administration and management
services and immigration tracking software for investors in the Partnership in relation to the Project. NES
Financial has been in the EB-5 industry for several years, and assists in escrowing investor assets in the
subscription phase, comprehensive tracking of funds throughout the project life cycle, and generating
documented audit trails required to complete the immigration process.

Miller Mayer (Partnership Immigration Counsel)

Miller Mayer is a full-service law firm with offices in Ithaca, New York and Shanghai, China. For nearly
20 years, Miller Mayer has provided exceptional counsel to regional centers, developers, and individual
EB-5 investors seeking EB-5 capital and visas. Miller Mayer’s EB-5 Practice Group combines a great
depth and breadth of experience with a demonstrated capacity to achieve approval of EB-5 projects and
immigrant visas. The firm has the proven experience, expertise, and knowledge of EB-5 law to guide its
clients through the complex and evolving standards of EB-5 adjudication.

* * * * *

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 CONFLICTS OF INTEREST

Because of shared financial interest, any transaction between the Partnership and (i) the General
Partner, (ii) the Developer, in which the Partnership (under the control of the General Partner) shall invest
the proceeds of the Offering, in the form of the Loan, as described above, and (iii) the owners, managers,
directors, officers, or employees of the foregoing, may be entered into without the benefit of “arms-
length” bargaining, and may involve actual or potential conflicts of interest — including, without
limitation, the investment of Offering proceeds for furtherance of the Project — as detailed below.
Except and to the extent that specific limitations on self-dealing may be set forth in the Limited
Partnership Agreement, the Limited Partners will be relying on the general fiduciary standards that apply
to a general partner of a limited partnership under Washington law to prevent overreaching by the General
Partner in any transaction with or involving the Partnership. (See Paragraph 4, “Fiduciary Responsibility
of the General Partner,” below.) The following constitutes a summary of important areas in which the
interests of the General Partner or its members, managers, or officers may conflict with those of the
Partnership:

1. Lack of Independent Representation. The Partnership has not been represented by

independent counsel. The attorneys that provide services relating to the Offering perform their services
for the General Partner at its direction. There is no attorney-client relationship or legal representation of
the Partnership itself.

2. Control of Partnership. Subject to significantly limited oversight by the Investors as

limited partners of the Partnership, the General Partner will be solely responsible for making all decisions
of the Partnership pertaining to the investment of the Offering proceeds and the results therefrom.
Additionally, the General Partner is generally responsible by the terms of the Limited Partnership
Agreement for the operations of the Partnership, including carrying out the specific authorization to loan
the Offering proceeds on behalf of the Partnership to the Developer as part of the Loan.

3. Partnership Opportunities. The General Partner and its members, managers, officers,
and their respective affiliates have previously had presented to it and/or to them opportunities to launch,
and have launched, other investment funds or vehicles for the pursuit of other investment or funding
opportunities, both under the EB-5 Program and otherwise. Additionally, by reason of the General
Partner’s management of the Partnership, including in particular the successful raise and investment of
Offering proceeds as contemplated by this Memorandum, the General Partner and its members, managers,
officers, and their respective affiliates may have presented to it or to them in the future additional
opportunities to launch other investment funds or vehicles for the pursuit of other investment or funding
opportunities, and to participate in other real estate development projects, both under the EB-5 Program
and otherwise, which might not otherwise have been made available to it or to them. Each investor
should recognize that the General Partner (or another legal entity formed by the General Partner and/or its
member and principals directly) intends to investigate such opportunities, and may, as a consequence,
undertake to manage, participate in, develop, own, or acquire other future investment projects, as well as
continue those same activities with regard to existing investment projects, all whether or not similar to the
Project, and conceivably competitive therewith, for its own account, or for the account of others. Any
investment projects so managed, developed, owned, or acquired by or participated in by the General
Partner or its affiliates (or continuing to be managed, developed, owned, or acquired by or participated in
by any of them) will not constitute any part of the assets, properties, or rights of the Partnership, and
neither the General Partner, nor its members, managers, officers, or their respective affiliates, will have
any obligation to offer such opportunities to the Partnership or its Limited Partners.

4. Fiduciary Responsibility of the General Partner. The General Partner has a fiduciary
responsibility to conduct the affairs of the Partnership in the best interests of the Partnership (duty of

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loyalty), and must exercise good faith and reasonable prudence in managing the Partnership’s business
(duty of care). The Washington Uniform Limited Partnership Act provides that a partner (limited or
general) may institute legal action on behalf of the Partnership (a “derivative action”) to enforce a right of
a limited partnership, which would include a breach by a general partner of the general partner’s fiduciary
duty. The General Partner may not be liable to the Partnership or the Limited Partners for errors in
judgment or other acts or omissions, as described in “Risk Factors,” below. See also “Limited
Partnership Agreement,” below. Therefore, Investors may have a more limited right of action than they
would have absent these limitations in the Limited Partnership Agreement. In addition, the burden of
proving a breach of fiduciary duty by a general partner, and all or any portion of the expense of such
lawsuit, would have to be borne by the limited partners bringing such action, unless a derivative action is
successfully prosecuted.

5. Other Activities; Competition. The General Partner does not have any duty to account
to the Partnership for profits derived from other than Partnership activities, and is under no duty, other
than the duty as a fiduciary, to engage in such activities in a manner that does not affect the Partnership’s
investment. In addition, the General Partner is required to devote to the Partnership’s affairs only as
much time as the General Partner deems necessary. The General Partner shares common ownership with
and shall manage the Partnership, the entity which shall raise the proceeds of the Offering. As such, it is
possible that the General Partner may have potential conflicts of interest with the Partnership. See
“Conflicts of Interest,” above, and “Risk Factors,” below.

6. Compensation. The General Partner may receive an economic benefit from the Project
and the Partnership.

a) Administrative Fee. Each subscriber for an Interest must pay the Administrative
Fee of $50,000 per Interest to be paid to the Escrow Agent as part of the Subscription Price. Pursuant to
the Escrow Agreement (Exhibit C), the Administrative Fee will be released to the Partnership to pay for
expenses of the Offering upon acceptance of the Investor’s subscription. As described in the “Commis-
sions and Fees to Brokers/Agents,” in the summary section of this Memorandum above, of the $50,000
Administrative Fee, the Partnership expects that $45,000 of the Administrative Fee will be paid as a
commission or fee to one or more emigration consultants, brokers, or other parties in connection with the
sale of Interests pursuant to this Offering, to be paid within seven business days after the Partnership’s
receipt of written notice from the immigration attorney representing the Investor that the Investor’s I-526
Petition has been filed (or as soon thereafter as the Partnership receives Investors’ funds from escrow
through the Disbursement Account to an operating account of the Partnership at another financial
institution), although such amount may be greater or less depending on the exact amount of the
commission or fee that the Partnership is required to pay the particular payee. If an Investor is procured
without the use of an emigration consultant, broker, or other similar party or for an amount of the
Administrative Fee that is less than anticipated, then the portion of the Administrative Fee that otherwise
would have been paid for procuring the Investor will be used first to pay Partnership expenses, in the
manner provided in the paragraph below, and then the remaining amount, if any, will be paid by the
Partnership, as follows: one-half of such amount to the General Partner to reimburse the General Partner
for expenses incurred in conducting the Offering and one-half of such amount to the Developer or an
affiliate of the Developer.

In any event, the Partnership expects to pay $3,750 of each Investor’s Administrative Fee to the
General Partner and $1,250 of each Investor’s Administrative Fee to the Developer or an affiliate of the
Developer. The General Partner will use this payment to defray the Partnership’s and General Partner’s
organizational expenses, to cover other costs related to the Offering, and to pay other Partnership expenses,
all in order to ensure that the entirety of each Investor’s full Capital Contribution is available to the
Partnership for job-creating activities. To the extent the expected $3,750 payment to the General Partner

December 19, 2017 v16 70

is not sufficient to pay all such expenses, such expenses shall be paid with the remaining portion of each
Investor’s Administrative Fee, if any. The Administrative Fee will be only refunded to the Investor as
detailed in “Return of Subscription Funds,” below.

b) Management Fee. The Partnership shall pay the General Partner a management
fee in the amount equal to 1.25% per annum of the total aggregate Capital Contributions accepted by the
Partnership from the Interests outstanding on the date such payment is due to the General Partner. The
Management Fee will be paid by the Partnership monthly in arrears (in other words, paying the General
Partner its monthly portion of the Management Fee at the end of a month for its management services
performed during that month) from the Partnership’s income from Loan interest income based on the
number of Interests outstanding at the end of each month, and the Management Fee will be paid on a per-
day prorated basis for any period that is less than one full month. The Management Fee may only be paid
when Loan interest payments are made from the Developer to the Partnership and, accordingly, will be
accrued if not paid currently.

c) Origination Fee. The Developer or an affiliate of the Developer will pay the
management for the General Partner a one-time origination fee equal to 1.0% of all amounts loaned to the
Developer pursuant to the Loan. The Developer or an affiliate of the Developer shall pay such fee, based
on the amount of each tranche advanced to the Developer, once at the end of each month which will
reflect the aggregate origination fee due during the month. The Developer or an affiliate of the Developer
shall not pay such fee from any Loan proceeds, but shall use other available funds. Any funds paid to the
Partnership or any of its affiliates by the Developer or an affiliate of the Developer as a retainer under that
certain letter agreement between the Developer and the Partnership dated on or about June 23, 2017 shall
be deemed an advance of the origination fee and shall be credited against any remaining origination fee
due to the Partnership by the Developer or an affiliate of the Developer.

d) Alternative Broker Commission Structure. If the Partnership and Developer

mutually agree in writing to offer a foreign broker an option to accept a one-time payment of
approximately $40,000 in place of annual payments, a foreign broker accepts such option, and if an
affiliate of the Developer pays the amount of the one-time payment, then the 3.0% of the Loan interest
that was expected to be paid to such foreign broker shall instead be paid to the Developer or an affiliate of
the Developer; provided that if the General Partner is able to negotiate such an option for a one-time
payment that is less than $40,000, then the difference between $40,000 and the amount actually paid shall
be paid equally to (i) the Developer (or an affiliate of the Developer) and (ii) the General Partner.

7. Broker-Dealers and Finders. The Partnership intends to enter into one or more
Marketing Agreements with un-registered emigration brokers and finders located and operating outside
the U.S., who the Partnership has been advised are not required under applicable law to be SEC-registered
broker-dealers and who are responsible for identifying prospective investors in connection with this
Offering. Pursuant to the Marketing Agreements, the Partnership may pay commissions or other fees to
one or more emigration consultants, un-registered emigration brokers and finders outside the U.S. who
are believed not required under applicable law to be SEC-registered broker-dealers, investment advisors,
registered broker-dealers, or other parties in connection with the sale of Interests pursuant to this
Offering. The Partnership may enter into the Marketing Agreements without notice to Investors or
potential Investors on terms and conditions determined by the Partnership and/or the General Partner, in
its or their sole discretion. Such emigration brokers and finders are expected to receive fees based upon
the number of Investors that purchase Interests under this Offering; accordingly, such parties are likely to
have a financial interest in an Investor’s purchase of Interests. As such, Investors are advised that such
parties are subject to a conflict of interest with respect to their activities in facilitating the sale of Interests
to Investors.

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 The Partnership may pay commissions or other fees to one or more immigration consultants,
unregistered emigration brokers, and finders outside the U.S., who the Partnership has been advised are
not required under applicable law to be SEC-registered broker-dealers; investment advisors; registered
broker-dealers; or other parties, in connection with the sale of Interests pursuant to this Offering. The
Partnership may enter into any number of marketing agreements with unregistered emigration brokers and
finders outside the U.S., who the Partnership has been advised are not required under applicable law to be
SEC-registered broker-dealers and who are responsible for identifying prospective investors in connection
with this Offering (the Marketing Agreements). The Marketing Agreements will provide that the agents
named in such agreements will market the Offering in compliance with applicable laws in exchange for a
marketing fee equal to varying amounts detailed in the paragraphs below. The Partnership may enter into
the Marketing Agreements without notice to Investors or potential Investors on terms and conditions
determined by the Partnership, in its sole discretion, each of which may differ from the terms granted in
other Marketing Agreements. The payment of fees pursuant to the Marketing Agreements may create a
conflict of interest for any emigration brokers and finders who are involved with the sale of Interests in
this Offering. See “Conflicts of Interest,” above.

The Partnership anticipates that brokers will be paid a total of (i) $45,000 of the Administrative
Fee of each Investor procured by such emigration broker plus (ii) an annual commission or fee of an
amount equal to up to 3.0% of an Investor’s Capital Contribution for each Investor procured.

Further, the Partnership anticipates engaging a broker-dealer that is registered with the Securities
and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) in
connection with the sale of Interests pursuant to this Offering.

Any such commissions or other fees paid to any party in connection with the sale of Interests
pursuant to this Offering shall in no case be paid out of the proceeds of Capital Contributions of Limited
Partners. The Partnership intends to pay such commissions and fees from proceeds of the Administrative
Fee, net cash flow from operations, and/or other financing, if necessary.

In addition to amounts paid to emigration brokers and finders by the Partnership from the
Administrative Fee and/or annually as described above, an Investor may elect at such Investor’s expense
to engage an emigration broker, attorney, or investment adviser for services rendered to that Investor.
The Investor shall be solely responsible for any fees due and owing from such an engagement, and neither
the Partnership nor the General Partner shall have any responsibility for those additional payments. Each
Investor will have sole responsibility at such Investor’s expense to engage legal counsel and advisors to
assist in processing exit and entry documentation for the EB 5 Program and from his or her home country
of origin.

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 RETURN OF SUBSCRIPTION FUNDS

There is no guarantee that the Partnership shall have the ability to repay all or any portion of any
Investor’s Capital Contribution or Administrative Fee, and Investors could lose up to the entire amount of
their Capital Contributions and/or Administrative Fees.

Return of Capital Contribution: In the event that an Investor’s subscription is not accepted, the
Offering is canceled or terminated, or the conditions necessary to close the Offering are not satisfied or
waived, then the Partnership will instruct the Escrow Agent to return the Investor’s Capital Contribution
or, if such amount has already been released from escrow to the Partnership through an account of the
Partnership held at Customers Bank (the “Disbursement Account”) to an account in the name of the
Partnership established at another financial institution for the purpose of distributing tranches of the Loan
(the “Draw-Down Account”), then the Partnership will use Available Draw-Down Account Funds (as
such term is defined below) to return the Capital Contribution to the Investor, in all cases without interest
or deduction. In the event that an Investor’s I-526 Petition is denied by USCIS, except in the case of the
Investor’s fraud, misrepresentation, failure to cooperate with USCIS, abandonment of the I-526 Petition
by such Investor, or a failure to timely file or reasonably prosecute the I-526 Petition, or the Project has
received “project denial” by USCIS, then the Partnership will instruct the Escrow Agent to return the
Investor’s Capital Contribution or, if such amount has already been released from escrow to the
Partnership through the Disbursement Account to the Draw-Down Account, then the Partnership will use
Available Draw-Down Account Funds to return the Capital Contribution to the Investor, in all cases
without interest or deduction, provided that the Investor provides a written request to the Partnership
within 60 days after the Investor receives notice of the denial of the I-526 Petition, within 60 days after
the Investor receives notice of resolution of the appeal of the I-526 Petition denial, if the Investor takes
such an appeal, or within 60 days after the Investor receives notice of a “project denial.” If the amount (if
any) received by the Investor, either from the escrow account and/or the Draw-Down Account (in such
order), is not sufficient to refund the Investor’s entire Capital Contribution, then the Partnership will use
commercially reasonable efforts to return the Investor’s Capital Contribution without interest or
deduction. “Available Draw-Down Account Funds” are funds provided to the Draw-Down Account
either from the Project Company’s repayment of a portion of the Loan or from the Refund Affiliate as
described in the following paragraph, and not the Capital Contributions of other Investors released from
the escrow account through the Disbursement Account to the Draw-Down Account.

I-526 Denial Commitment. While there is no assurance of repayment in any circumstance, RECP
Fund IV, L.P., a Delaware limited partnership and affiliate of the Developer with a minimum net worth of
at least $75,000,000, or an entity reasonably acceptable to the Partnership, (“Refund Affiliate”) shall
execute and deliver a commitment letter providing that upon written notice from the Partnership to the
Developer that if (i) a Limited Partner’s I-526 Petition is denied, except in the case of Investor fraud,
misrepresentation, failure to cooperate with USCIS, abandonment of the I-526 Petition by such Investor,
or a failure to timely file or reasonably prosecute the I 526 Petition, and the Developer is unable to repay
a portion of the Loan to return the Investor’s Capital Contribution, then the Refund Affiliate shall within
90 days return to the Partnership the amount of the Loan advanced to the Developer corresponding to such
Investor’s Capital Contribution, or (ii) the Offering is terminated because the Project has received “project
denial” by USCIS, then the Refund Affiliate shall within 150 days return or cause to be returned to the
Partnership all amounts of the Loan advanced to the Developer. The Partnership shall use such returned
Loan amounts to refund the applicable Investor’s Capital Contribution to the Partnership. The refund
commitment shall provide that after “project approval” from USCIS, evidenced either from the approval
of the first I-526 Petition or approval of the exemplar filing for the Project, that the Refund Affiliate may
be another entity that has a net worth of at least $20,000,000 and the original Refund Affiliate shall be
released from its refund obligations. Upon USCIS approval of the third I-526 Petition, the net worth of
the then-Refund Affiliate must be at least $5,000,000 and the refund commitment can be provided by a

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new Refund Affiliate reasonably acceptable to the Partnership at the Developer’s option. The commitment
letter is attached hereto as Exhibit L.

Return of Administrative Fee: In the event that an Investor’s subscription is not accepted, or the
Offering is canceled or terminated, or the conditions necessary to close the Offering are not satisfied or
waived, or an Investor’s I-526 Petition is denied by USCIS (except for reasons of fraud, misrepresentation,
failure to cooperate with USCIS, abandonment of the I-526 Petition by such Investor, or a failure to timely
file or reasonably prosecute the I-526 Petition), then the Partnership will use commercially reasonable
efforts to return the Investor’s Administrative Fee, without interest or deduction. In the event that an
Investor’s I-526 Petition is denied by USCIS for reason of fraud, misrepresentation, failure to cooperate
with USCIS, or abandonment of or failure to timely file or reasonably prosecute the I-526 Petition by the
Investor, the Administrative Fee will not be returned to the Investor. In the event the Partnership does not
have sufficient funds to refund the entire Administrative Fee of the Investor, the Partnership may try to
obtain such funds by having the emigration consultant or broker refund to the Partnership the commissions
that it received for procuring such Investor.

In all cases: There is no guarantee that the Partnership will have the ability to repay all or any
portion of any Investor’s Capital Contribution or Administrative Fee, and Investors could lose up to the
entire amount of their Capital Contributions and/or Administrative Fees. See “Risk Factors,” below.

* * * * *

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 SUBSCRIPTION PROCEDURES

Required Deliveries to the Partnership and the Escrow Agent

Prospective investors wishing to subscribe for an Interest in the Partnership are required to deliver
(referred to as “Subscription Procedures”):

(a) To the Partnership:

(1) a completed Investor Eligibility Questionnaire;

(2) a completed and executed Subscription Agreement;

(3) a completed and executed counterpart of the Limited Partnership Agreement;

(4) a completed and executed Investor Acknowledgement of the Escrow Agreement

(as defined below); and

(5) such other documents or instruments as the General Partner on behalf of the
Partnership may reasonably require in order to effect the admission of such
investor as a Limited Partner.

(b) To Escrow Agent:

(1) a wire transfer of funds in the net aggregate amount equal to $550,000 representing
the Subscription Price per Interest (which includes the $500,000 Interest Price for
the Interest and the $50,000 Administrative Fee).

The Subscription Agreement (which includes a counterpart signature page to the Limited
Partnership Agreement and an Investor Acknowledgement of the Escrow Agreement), contains, among
other things, the Investor’s representations regarding his or her qualifications to purchase an Interest as
described in the “Investor Suitability Requirements” section of this Memorandum. The Subscription
Agreement will include an undertaking by the Investor to: (i) diligently file and prosecute an I-526 Petition
and complete the visa process; (ii) provide to the General Partner such information as the General Partner
may require confirming that the funds to be invested by the investor were lawfully obtained, together with
such other documents as the General Partner may reasonably require (which requirement may be met by
providing a letter addressed to it from a recognized and qualified firm of accountants licensed to practice
in the jurisdiction in which the Investor resides, in form, substance and from a firm of accountants or
other professionals acceptable to the General Partner); (iii) provide to the Escrow Agent copies of the
Investor’s passport and such other documentation that the Escrow Agent deems appropriate; and (iv)
diligently file and prosecute an I-829 Petition within 21 to 24 months after the date that conditional
permanent residency status is obtained. Furthermore, the Subscription Agreement requires that all
Investors provide to the Partnership an individual U.S. tax identification number as soon as reasonably
possible. The individual U.S. tax identification numbers of Investors are necessary for the Partnership to
properly file its annual tax returns.

The materials set forth in Subsection (a), above, will be delivered to prospective Investors and
will need to be completed and delivered to the Partnership.

The General Partner shall have the right in its sole discretion to accept or reject subscriptions,
including, without limitation, based on a belief that the funds forming all or part of the Subscription Price

December 19, 2017 v16 75

are from illegal or suspicious origins or activities. The General Partner and the Partnership will rely on
the truth and accuracy of the representations made by each prospective investor therein (and in the
Limited Partnership Agreement), and each Investor agrees to indemnify and hold the General Partner and
the Partnership harmless from and against any loss or liability that may result directly or indirectly from
any misrepresentations made by the Investor.

A subscription is not subject to termination by the Investor and an Investor who seeks to
obtain permanent residence status in the United States under the EB-5 Program has no right to
withdraw the Investor’s subscription prior to the approval or denial of the Investor’s I-526 Petition.

Release of Interest Price and the $50,000 Administrative Fee from Escrow

The Partnership and the General Partner will enter into an escrow agreement with a U.S. federally
or state chartered bank, whose deposits are insured by the Federal Deposit Insurance Corporation, with a
national reputation that has experience holding escrow deposits from the EB-5 Program, which is
anticipated to be Customers Bank, a national banking association with its principal place of business
located New York City. The Escrow Agreement is attached to this Memorandum as Exhibit C.

The Capital Contribution will be deposited and held in escrow, while the Administrative Fee will
be initially deposited into escrow and released to the Partnership immediately upon deposit, first to an
account of the Partnership held at Customers Bank (the “Disbursement Account”) and then to an
operating account of the Partnership at another financial institution, all pursuant to the terms of the
Escrow Agreement, attached to this Memorandum as Exhibit C. Pursuant to the Escrow Agreement,
Investor Capital Contributions will be released according to the following process:

(i) Investor Capital Contributions will be eligible to be released from the escrow account
through the Disbursement Account to an account in the name of the Partnership established at another
financial institution for the purpose of distributing tranches of the Loan (the “Draw-Down Account”) once
all of the following have occurred: (a) the Regional Center has been approved by USCIS and remains in
good standing, (b) the Escrow Agent has received a copy of the I-526 denial commitment letter (as
discussed in “Return of Subscription Funds; I-526 Denial Commitment” above, (c) the Partnership
has received a Form I-797C Notice of Action that such Investor has filed his or her I-526 Petition with
USCIS, (d) the Investor’s entire Capital Contribution and Administrative Fee is deposited in the escrow
account, (e) the Investor has fulfilled all subscription requirements as described below in the “Subscrip-
tion Procedures” section, and (f) the Partnership has accepted, and has not revoked, the Investor’s
subscription at the time the Investor’s I-526 Petition is filed. Additionally, for a discussion of the
payment and distribution of the Administrative Fee, see the section “Administrative Fee,” above. Once
the foregoing conditions have been satisfied, the Partnership will provide written instructions to the
Escrow Agent to release an Investor’s Capital Contribution from the escrow account to the Disbursement
Account for further disbursement to the Draw-Down Account. The Draw-Down Account may or may not
be an FDIC-insured account, and will not be at Customers Bank.
In the event that there is a moratorium on the filing of I-526 Petitions, then during such moratorium,
clause (c) in the preceding paragraph will be replaced with “the Partnership has received a letter from the
Investor’s immigration counsel that the Investor’s I-526 Petition is ready for submission to USCIS,
subject to any guidance USCIS may issue about additional requirements or procedures for filing I-526
Petitions at the end of any such moratorium.”

(ii) The Developer may requisition the Partnership for eligible funds in multiples of the
minimum investment amount required for an Investor to qualify for the EB 5 Program (currently set at
$500,000 for investment in this Project) within 90 days (or as soon as thereafter reasonably practical)
following the date such funds are first eligible to be released from the escrow account through the

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Disbursement Account to the Draw-Down Account. The Partnership will promptly notify the Escrow
Agent and the Developer in writing when funds are eligible to be released from the escrow account
through the Disbursement Account to the Draw-Down Account. If the Partnership receives a requisition
from the Developer within 90 days following the date such funds are first eligible to be released from the
escrow account through the Disbursement Account to the Draw-Down Account, then promptly after
receiving such requisition the Partnership will transfer the requisitioned funds from the Draw-Down
Account to the Developer’s depository account (“Depository Account”) as a tranche of the Loan. If not
requisitioned within such 90-day period, then such funds will be promptly advanced by the Partnership to
the Depository Account as a tranche of the Loan. The Partnership’s account shall be designated to the
Escrow Agent in writing by the Partnership within 30 days of executing the Escrow Agreement.

An Investor’s Capital Contribution and Administrative Fee will only be refunded to the Investor
as detailed in “Return of Subscription Funds,” above. The Administrative Fee will be deposited in
escrow (in the same escrow account as the Capital Contributions, although the Capital Contributions and
Administrative Fees will each be tracked electronically and remain distinguishable), but will then be
immediately released to the Partnership, first to the Disbursement Account and then to an operating
account of the Partnership at another financial institution, pursuant to the Escrow Agreement to pay for
expenses of the Offering. See the Escrow Agreement attached hereto as Exhibit C. The General Partner
shall provide the escrow agent all notices of such events.

If the Investor is a minor, then the Investor and his or her guardian will submit a Subscription
Agreement in a form for use by minors under the Washington Uniform Transfers to Minor Act, and will
be required to satisfy the requirements in such Subscription Agreement. The Partnership believes, but
cannot guaranty, that USCIS will accept a subscription from an Investor under the Uniform Transfers to
Minor Act

* * * * *

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 LIMITED PARTNERSHIP AGREEMENT

The following outline of the Partnership’s Limited Partnership Agreement (the “Limited Partnership
Agreement”) briefly summarizes certain major provisions, some of which are not discussed elsewhere in
this Memorandum. This outline is not definitive, and each prospective investor should carefully read the
Limited Partnership Agreement, a copy of which is attached hereto as Exhibit A, in its entirety. Terms
used in the following outline that are not otherwise defined therein shall have the meaning set forth in the
Limited Partnership Agreement.

Organization and Limited Liabilities

The Partnership was organized as a Washington limited partnership on June 29, 2017. In general,
the liability of each Limited Partner is limited to the amount of the Limited Partner’s Capital Contribution
to the Partnership and share of any undistributed profits of the Partnership. However, pursuant to
Washington law, under certain circumstances a Limited Partner may be required to return any amounts
wrongfully returned or distributed to the Limited Partner. Also, Limited Partners could be required, as a
matter of bankruptcy law, to return to the Partnership’s estate any distribution that they received at a time
when the Partnership was in fact insolvent or in violation of the Limited Partnership Agreement.

Description of the Interests

The Interests being offered are Interests in a limited partnership. The holder of an Interest will
have the right to receive allocations of profit and loss and to receive distributions as set forth below, and
will have the limited voting and management rights as set forth below.

Management of Partnership Affairs

The Limited Partnership Agreement gives the General Partner full control over the management
and operations of the Partnership, and the Limited Partnership Agreement gives no management role to
the Limited Partners. The Limited Partners will have the right to affect policy-making of the Partnership,
will have limited involvement in the management of the Partnership, and will have limited voting rights,
all as described in the Limited Partnership Agreement and as provided to limited partners under
Washington law. In the course of management, the General Partner may, in its sole and absolute
discretion, retain an affiliate or affiliates of the General Partner as it deems necessary in its sole discretion
for the efficient operation of the Partnership.

In addition, the General Partner has been designated as the “tax matters partner” of the
Partnership for purposes of the Internal Revenue Code of 1986, as amended.

Capital Accounts

Each Limited Partner will have a capital account. Limited Partners will make a total capital
contribution equal to the minimum investment amount required to qualify for the EB-5 Program
(currently set at $500,000). Upon release of the investor’s Capital Contribution to the Partnership, first to
an account of the Partnership held at Customers Bank (the “Disbursement Account”) and then to an
account in the name of the Partnership established at another financial institution for the purpose of
distributing tranches of the Loan (the “Draw-Down Account”), pursuant to the Escrow Agreement, the
Limited Partner’s capital account will be equal to the minimum investment amount paid by the Limited
Partner as a Capital Contribution. See Exhibit C for a copy of the Escrow Agreement. The Limited
Partner’s capital account balance is then increased by allocations of income to the Limited Partner and

December 19, 2017 v16 78

decreased by allocations of loss to the Limited Partner and by the amount of distributions to the Limited
Partner. All capital accounts will be maintained as required under applicable tax laws.
Allocation of Profits and Losses

Generally, profits and losses of the Partnership shall be allocated to the Limited Partners, in
proportion to their interests in the Partnership.

Distributions

Distributions of Net Cash Flow from Operations. The Partnership does not anticipate making any
distributions of net cash flow from its operations to the Limited Partners before receiving Loan interest
payments from the Developer, which the Developer expects to begin paying commencing once the
Project begins operations. Loan interest payments will not be made from Investors’ Capital Contribution
proceeds. If and when the Partnership makes distributions of net cash flow from operations, the
distributions will be made to the Limited Partners in proportion to their interest in the Partnership. All
distributions to the Limited Partners are at the discretion of the General Partner. The Limited Partnership
Agreement does not provide for any guaranteed or preferred distributions to Limited Partners.

The management fees payable to the General Partner, including the 1.25% per annum fee paid
from Loan interest income, the 1.0% Origination Fee paid by the Developer, and the $3,750 fee paid from
each Investor’s Administrative Fee, are not considered distributions.

Distributions of Distributable Cash from Dispositions. Subject to any adjustment required as

determined by the General Partner for the current and anticipated expenses, liabilities, and other
obligations of the Partnership, then following the end of the Loan Term, and as long as making such
distribution is consistent with the Partnership’s immigration objectives, and subject to the discretion of
the General Partner, the Partnership intends to make distributions of the net cash flow realized from the
disposition or refinancing of its Qualified Investments (such as the repayment of principal and any
accrued interest on the Loan) to the Limited Partners. If and when the Partnership makes distributions of
net cash flow from dispositions or refinancing, the distributions will be made, first to the Limited Partners
in proportion to and to the extent of their unreturned Capital Contributions, and thereafter to the Limited
Partners in proportion to their interests in the Partnership. The Limited Partnership Agreement does not
provide for any guaranteed or preferred distributions to Limited Partners.

In no case will the Partnership repay Capital Contributions during the period in which USCIS
policy requires an Investor to sustain his or her investment in the Partnership (the Sustainment Period). In
accordance with current published USCIS policy, the Partnership considers the Sustainment Period to
have ended two years from the date the Limited Partner was granted conditional permanent resident
status, as evidenced by the expiration date on the Limited Partner’s conditional permanent resident card.
If a capital event were nonetheless to occur while a Limited Partner remains in the Sustainment Period,
the Partnership may reinvest such capital event proceeds as provided in the section entitled “Reinvest-
ment,” below, to try to preserve such Limited Partner’s capital “at-risk” in accordance with USCIS
policy.

Reinvestment

If for any reason, the Loan is repaid prior to the end of the Sustainment Period for all Limited
Partners, then with the consent of each Limited Partner whose Sustainment Period has not ended, the
Partnership will use commercially reasonable efforts to reinvest the Capital Contribution of such Limited
Partner in another at-risk investment that the Partnership’s immigration counsel has advised is consistent
with the EB-5 Program requirements and that permits the Partnership to return the Capital Contribution of

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such Limited Partner as soon as reasonably possible following the end of such Limited Partner’s
Sustainment Period. The Partnership will provide written notice of the proposed at-risk investment to
each Limited Partner whose Sustainment Period has not ended, and a Limited Partner will be deemed to
have approved such proposed at-risk investment if the Limited Partner does not object in writing within
30 days of the Partnership’s notice. The Partnership is authorized to reinvest in any of the investment
options then offered by Capital United, LLC, an affiliate of the General Partner, as a part of its EB-5
Investment Redeployment Program, provided that the Partnership’s immigration counsel advises the
Partnership that the investment option selected by the General Partner will satisfy the requirements for
reinvestment of the Limited Partner’s Capital Contributions by the Partnership under then-applicable
USCIS policies. See “Risk Factors.”

Federal Tax Allocations

At year-end, the Partnership will determine the total taxable income or loss for the year.
Generally, Limited Partners will receive an allocation of taxable income or loss equal to their proportionate
share of Partnership interests. For more information see Article V of Exhibit A.

Voting Interests

Under the Washington Uniform Limited Partnership Act and the Limited Partnership Agreement,
the Limited Partners will have the limited right to vote on certain enumerated matters such as (i) with the
approval of the General Partner, to amend the Limited Partnership Agreement, (ii) approving the sale of
all or substantially all of the Partnership’s assets, and (iii) any and all non-waivable management rights
reserved by the Washington Uniform Limited Partnership Act. Limited Partners are entitled to one vote
for each Interest owned. Limited Partners have no right to elect the General Partner, and may not
remove the General Partner except as otherwise provided as a non-waivable right under the
Washington Uniform Limited Partnership Act.

Transferability of Interests

The Interests are not transferable without the prior written consent of the General Partner, and
then only in compliance with tax and securities laws, including but not limited to Regulation S. The
General Partner may consent or oppose a proposed transfer in its sole discretion.

Reports to Limited Partners

The General Partner will send to each Limited Partner within 150 days after the end of each fiscal
year of the Partnership annual financial statements and tax information prepared internally by the
Partnership for completion of Limited Partners’ tax returns.

Partnership Expenses

In order to pay expenses related to preparing annual tax returns for Limited Partners, the
Partnership will annually assess each Limited Partner the actual cost of such annual tax return
preparation, divided pro rata, although no individual Limited Partner will be assessed a total annual
amount in excess of $750 (Tax Preparation Assessment). Further, the Partnership will annually assess
each Limited Partner, pro rata, the actual costs of escrow administration and monitoring services
provided by NES Financial, estimated to be an annual fee of $576 per Limited Partner (Escrow
Monitoring Fee). The Tax Preparation Assessment and Escrow Monitoring Fee will accrue and be
deferred until the Partnership receives Loan interest payments from the Developer, at which time the
accrued Tax Preparation Assessment and Escrow Monitoring Fee amount will promptly be deducted from

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such Limited Partner’s Preferred Return. Aside from the Tax Preparation Assessment and the Escrow
Monitoring Fee, the General Partner will bear most of the ongoing expenses relating to the operations and
activities of the Partnership, including, without limitation, legal, tax, accounting, auditing and other profes-
sional services and the advice of other consultants and experts on behalf of the Partnership, out-of-pocket
expenses related to the sourcing, due diligence and potential completion of Qualifying Investments,
regardless of whether such Qualifying Investment is actually consummated, the holding and administration
of Qualifying Investments (such as the Loan), and other expenses relating to the operations Partnership
(e.g., insurance, etc.) (collectively, the “Partnership Expenses”). Partnership Expenses do not include
amounts payable to the Developer or an affiliate from the Administrative Fee or Loan interest, fees or
commissions payable to brokers or migration agents, the Management Fee, or expenses that are not
operating expenses, which expenses will be paid by the Partnership from interest payments on the Loan or
other monies available to the Partnership, but not from the Capital Contributions of Investors. The
General Partner will pay the Partnership Expenses from the Administrative Fee or the Management Fee,
but in no case will any portion of the Capital Contributions of Investors be used to pay these expenses.

Fees Payable to the General Partner

For compensation payable to the General Partner, see “Item 6. Compensation” in Section
“Conflicts of Interest,” above.

Dissolution

The Partnership will be dissolved (i) when the General Partner elects to dissolve the Partnership;
however, the General Partner will use commercially reasonable efforts not to dissolve the Partnership
without the approval of a majority of the Limited Partners until the later to occur of (a) five years after the
last Investor is admitted to the Partnership, or (b) the end of all of the Investors’ Sustainment Period; (ii)
other than repayment of principal and interest on the Loan and the reinvestment of such funds as described
in “Reinvestment,” above, on the sale or disposition of all or substantially all of the Partnership’s assets,
which the General Partner will use commercially reasonable efforts not to sell or dispose of without the
approval of a majority of the Limited Partners until the later to occur of (a) five years after the last
Investor is admitted to the Partnership, or (b) the end of all of the Investors’ Sustainment Period; (iii) on
the resignation or removal of the General Partner, unless the Partnership is continued without dissolution
under the Washington Uniform Limited Partnership Act; or (iv) when the Partnership is dissolved by
judicial decree. On the dissolution of the Partnership, the General Partner will liquidate the assets of the
Partnership, pay or provide for the payment of all of the Partnership’s debts and liabilities, and distribute
the remainder, if any, to the partners in proportion to their positive capital account balances.

Standard of Liability and Indemnification

To the fullest extent permitted by law, the General Partner, the tax matters partner, and officers of
the Partnership (hereinafter collectively referred to as “Indemnitees”) shall be indemnified and held
harmless by the Partnership from and against any and all loss, claims, damages, liabilities joint and
several, expenses, judgments, fines, settlements, and other amounts arising from any and all claims
(including reasonable legal expenses), demands, actions, suits, or proceedings (civil, criminal,
administrative, or investigative) in which they may be involved, as a party or otherwise, by reason of their
management of, or involvement in, the affairs of the Partnership, or which relate to the Partnership, its
properties, business, or affairs, if such Indemnitee acted in good faith and in a manner such Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the Partnership, and, with respect to
any criminal proceeding, had no reasonable cause to believe the conduct of such Indemnitee was
unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in

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good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Partnership or that the Indemnitee had reasonable cause to believe that the Indemnitee’s
conduct was unlawful (unless there has been a final adjudication in the proceeding that the Indemnitee did
not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to
the best interests of the Partnership; or that the Indemnitee did have reasonable cause to believe that the
Indemnitee’s conduct was unlawful).

The Partnership, at the discretion of the General Partner, may also indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in
the right of the Partnership to procure a judgment in its favor by reason of the fact that such person is or
was an officer, employee, or agent of the Partnership, against expenses actually or reasonably incurred by
such person in connection with the defense or settlement of such action, if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the
Partnership, except that indemnification shall be made in respect of any claim, issue, or matter as to which
such person shall have been adjudged to be liable for misconduct in the performance of the person’s duty
to the Partnership only to the extent that the court in which such action or suit was brought, or another
court of appropriate jurisdiction, determines upon application that, despite the adjudication of liability, but
in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which such court shall deem proper. To the extent that the person has been successful on
the merits or otherwise in defense of any proceedings referred to herein, or in defense of any claim, issue,
or matter therein, the person shall be indemnified by the Partnership against expenses actually and
reasonably incurred by the person in connection therewith. Notwithstanding the foregoing, no person
shall be entitled to indemnification hereunder for any conduct arising from the gross negligence or willful
misconduct of such person or reckless disregard in the performance of its duties hereunder.

Expenses (including attorneys’ fees) incurred in defending any proceeding may be paid by the
Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking by or on
behalf of the Indemnitee or person to repay such amount if it shall ultimately be determined that the
Indemnitee or person is not entitled to be indemnified by the Partnership as authorized hereunder.

The indemnification provided by the Limited Partnership Agreement shall not be deemed to be
exclusive of any other rights to which any person may be entitled under any agreement, or as a matter of
law, or otherwise, both as to action in a person’s official capacity, and to action in another capacity.

The General Partner shall have power to purchase and maintain insurance on behalf of the
Partnership, the General Partner, employees, or agents of the Partnership, and any other Indemnitees, at
the expense of the Partnership, against any liability asserted against or incurred by them in any such
capacity whether or not the Partnership would have the power to indemnify such persons against such
liability under the provisions of the Limited Partnership Agreement. Notwithstanding the foregoing, the
General Partner shall not be liable to the Partnership or to any of its partners for monetary damages for
breach of fiduciary duty as a General Partner, except for (i) a breach of the General Partner’s duty of
loyalty to the Partnership or the partners (as such duty has been limited under the terms of the Limited
Partnership Agreement), (ii) acts or omissions not in good faith or that involve intentional misconduct or
a knowing violation of law, or (iii) any transaction from which the General Partner derived an improper
personal benefit.

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 EB-5 IMMIGRATION DISCLOSURES
AND RISK FACTORS

The U.S. Congress created the employment-based fifth preference immigrant visa category in
1990 for immigrants who invest in and manage U.S. commercial enterprises that benefit the U.S.
economy. Each investment needs to create or save at least 10 full-time jobs for U.S. workers.

The minimum amount required to invest is $1,000,000, although that amount is reduced to
$500,000 if the investment is made into a new commercial enterprise principally doing business in a high
unemployment area or qualifying rural area (collectively defined as a “Targeted Employment Area” or
“TEA”). On July 27, 2017, the New York State Department of Economic Development issued a letter
certifying that census tract 16 in New York County, wherein the Project is located, is a Targeted
Employment Area within the meaning of 8 C.F.R. §§ 204.6(e) and (j)(6)(ii). Assuming USCIS accepts
this certification, the geographic area in which the project is located qualifies as a TEA. See Exhibit F.

According to an analysis prepared by Baker Tilly Virchow Krause LLP (BTVK), even under
certain proposed changes to how TEA status is determined for purposes of the EB-5 Program (as reflected
in The American Job Creation and Investment Promotion Reform Act of 2017, proposed by U.S. Senators
Chuck Grassley and Patrick Leahy), the Project’s location would still be expected to be considered a
TEA.

Specifically, such legislation would redefine TEA to include a (i) priority urban investment area,
(ii) rural area, or (iii) certain areas within closed military installations. Under the proposed legislation, a
“priority urban investment area” consists of a census tract or tracts, each of which is in a metropolitan
statistical area and, using the most recent census data available, each of which has at least two of the
following criteria: (i) an unemployment rate that is at least 150% of the national average unemployment
rate; (ii) a poverty rate that is at least 30%; or (iii) a median family income that is not more than 60% of the
greater of the statewide median family income or the metropolitan statistical area median family income.

According to the analysis prepared by BTVK, the Project’s location has a poverty rate that is at
least 30% and has a median family income that is not more than 60% of the greater of the statewide
median family income or the metropolitan statistical area median family income, thus satisfying two of
the three criteria to be considered a “priority urban investment area.” The analysis prepared by BTVK is
attached hereto as Exhibit M. However, while the Partnership expects that the Project will be determined
to be a TEA, there is no guarantee that this will be the case. There are no assurances that the bill described
above will ultimately become law, either as currently proposed or in an altered form that defines TEA in a
manner differently from that described above. Further, as stated in Exhibit M, there are no assurances that
USCIS will ultimately accept the conclusions of the analysis prepared by BTVK or that the poverty rate
or median family income in the area will not materially change at a future date in such a way as to no
longer meet the criteria outlined above. See “Risk Factors,” below, for information regarding the risk
that the Project is determined to not be located within a TEA.

A description of the requirements and processes of the EB-5 Program is based on information
obtained by the Partnership from third parties whom the Partnership believes are reliable. However, there
can be no assurance that such information is accurate or current, or that it includes all of the risks relating
to U.S. immigration laws or to the EB-5 Program. See “Risk Factors,” below.

Investors in this Offering who have subscribed for Interests with the intention of applying for
U.S. permanent residence on account of investment in the Partnership should be aware of certain risk
factors relating to immigration to the United States generally, and to the EB-5 Program and its
administration specifically. An Investor who is interested in purchasing Interests with the intention of

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obtaining first conditional, and thereafter permanent, residence is encouraged, along with the Investor’s
advisors, to make the Investor’s own independent review of the EB-5 Program and the various immigra-
tion risk factors relating to the process in obtaining a conditional and permanent residency status to
determine if an investment in the Interests is a suitable approach for the Investor.

THE PARTNERSHIP MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND

CONCERNING WHETHER AN INVESTMENT IN THE PARTNERSHIP WILL MEET THE
REQUIREMENTS OF THE EB-5 PROGRAM OR OTHER U.S. IMMIGRATION REQUIREMENTS.
NO ASSURANCES CAN BE GIVEN THAT AN INVESTMENT IN THE PARTNERSHIP WILL
RESULT IN AN IMMIGRANT INVESTOR RECEIVING AN EB-5 VISA OR CONDITIONAL OR
PERMANENT RESIDENT STATUS.

General Immigration Risks. Congress and/or USCIS may change the law, regulations, or
interpretations of the law, including the EB-5 Program, without notice and in a manner that may be
detrimental to an Investor and/or the Partnership. Investors who obtain conditional or permanent
residence status must intend to make the United States their primary residence. Permanent residents who
continue to live abroad risk revocation of their conditional or permanent residence status. The process of
obtaining conditional and permanent resident status involves numerous factors and circumstances that are
not within the control of the Partnership, or the scope of this Memorandum. These include, but are not
limited to, an immigrant Investor’s particular personal history and characteristics, and quotas established
by the United States government limiting the number of immigrant visas available to qualified individuals
seeking conditional or permanent resident status under the EB-5 Program. Moreover, any changes by
Congress to the laws governing the EB-5 Program could be implemented retroactively, which could have
a negative impact on pending and even previously approved I-526 Petitions or adjustments to an
Investor’s immigration status.

The Project’s location may not be considered a TEA at the time of investment or I-526 Petition
filing. USCIS regulations and interpretations hold that targeted employment area (TEA) status is not
decided until the time of investment or I-526 Petition filing, whichever is earlier. The unemployment
statistics used to determine the TEA could change based on new data with respect to population and, at
the time of the investor’s investment or I-526 Petition filing (whichever is earlier), the area may no longer
qualify as a TEA, which would require that the minimum investment amount per Investor after this
determination would be $1,000,000. If the TEA designation were lost, this would likely make it more
difficult to find Investors willing and able to participate in the Offering.

Regional Center Expiration. The expiration date of the legislative authorization for all regional
centers (“Regional Center Program”), including the Regional Center sponsoring this Project, is currently
December 8, 2017. It is believed that the U.S. Congress will extend the Regional Center Program after
the current expiration date; however, there can be no assurance that the Regional Center Program’s term
will be extended or that petitions filed before the Regional Center Program’s termination, if not extended,
will be adjudicated by USCIS. An Investor, regardless of stage in immigration process, may be adversely
affected by the expiration of the EB-5 Program, including loss of U.S. immigration benefits already
conferred. It is also not clear what changes the U.S. Congress may make to the Regional Center Program
if and when it extends the Regional Center Program, such as a significantly increased investment amount,
changes to TEA definitions, and other additional requirements in order to obtain conditional permanent
residence.

Use of Immigration Attorney and Processing Time. The filing of an I-526 Petition by an
Investor with USCIS should be done by a qualified U.S. immigration attorney. It is impossible to predict
USCIS processing times. Once approved, an Investor’s case will either be forwarded to the U.S. State
Department’s National Visa Center and then to a U.S. Consulate for processing, or, if the Investor is

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already in the U.S., the Investor may adjust his or her status to that of conditional permanent resident.
Investors should not physically move to the United States until their immigrant visa has been issued.

Administrative Risk Due to Changes in USCIS Policies. Processing times and USCIS’
consideration and eventual approval of Investors’ I-526 Petitions and I-829 Petitions could be negatively
impacted by changes to USCIS’ procedures or to its interpretation and implementation of current or future
laws, regulations, and policies.

Jobs. The Partnership has been advised that the Project’s expected activities fall within the scope
of the Regional Center’s approved activities, namely, to qualify investments for foreign investors under
the EB-5 Program. USCIS requires proof that each investor’s investment resulted or will result in creating
ten direct and/or indirect jobs for approval of an investor’s I-526 Petition. Based upon the independent
economic analysis commissioned by the General Partner or an affiliate of the General Partner, the General
Partner believes that an investment in the Interests should satisfy the job creation requirement for the
number of investors sought. USCIS further requires proof that each investor’s investment actually resulted
in creating ten direct and/or indirect jobs as part of the removal of conditions for I-829 Petition approval,
required for obtaining permanent residency status. See “Risk Factors,” below.

This analysis (from the attached Economic Report) estimates that the Project will create a total of
approximately 2,094.9 new permanent jobs, therefore, assuming a total of 147 Limited Partner Interests
are subscribed in this Offering, each investors will be allocated 14.25 jobs for the purposes of satisfying
the EB-5 program job creation requirement. As explained above, each Investor in the Partnership who
will petition for permanent residency in the U.S. under the EB-5 Program based on an investment in this
Offering must demonstrate that the Project created at least ten direct, indirect, or induced U.S. jobs on
account of that Investor’s investment in order to qualify for permanent residency status under the EB-5
Program. The qualifying jobs credited to the Project as a result of the Partnership’s Investment of the
Offering proceeds to the Developer shall be allocated to the Investors on a first-in, first-out basis tied to
the date on which an Investor’s period of conditional residence in the U.S. began. Accordingly, the first
ten qualifying jobs that are credited to the Project by USCIS, including jobs created indirectly or induced,
will be attributed to the first Investor to begin his or her period of conditional permanent residence in the
U.S., the second ten qualifying jobs that are credited to the Project by USCIS, including jobs created
indirectly or induced, will be attributed to the second Investor to begin his or her period of conditional
permanent residence in the U.S., and so on until all qualifying jobs that are credited to the Project by
USCIS, including jobs created indirectly or induced, have been allocated on a first-in, first-out basis to
each Investor in accordance with the date on which the Investor’s period of conditional permanent
residence in the U.S. began. As further illustration of how the foregoing allocation provisions will be
implemented, the first Investor to begin his or her period of conditional residence will need to show that
the Project created ten jobs, while the 147th Investor to begin his or her period of conditional residence
will need to show that the Project created 1,470 jobs.

The economic analysis commissioned by the Partnership is based upon the Partnership’s proposed
activity, the amount of capital that will be spent in the local economy, and general assumptions regarding
the national economy, the regional economy of the applicable Regional Center Territory, and other
circumstances of this Project. As stated above, the economic analysis, which uses an econometric model,
estimates that the Project will create a total of approximately 2,094.9 direct, indirect, and induced U.S.
jobs under the industry sectors of Non-Residential Building Construction (NAICS 2362); Furniture and
Home Furnishing Merchant Wholesalers (NAICS 4232); Professional and Commercial Equipment and
Supplies Merchant Wholesalers (NAICS 4234); Household Appliances and Electrical and Electronic
Goods Merchant Wholesalers (NAICS 4236); Architectural, Engineering and Related Services (NAICS
5413); Traveler Accommodations (NAICS 7211); and Restaurants and Other Eating Places (NAICS
7225), including eligible soft costs that may be counted under those industry sectors. However, there can

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be no assurance that this preliminary economic analysis contained in the Economic Report, or the
assumptions upon which it is based, is or are accurate, or that the actual number of direct employees and
indirect job creation will be close to the number predicted in such analysis. Depending upon any disparity
actually realized, there may be insufficient employment to remove conditional visa status, resulting in a
delay, or denial, of permanent residency for one or more Investors. Because the qualifying jobs credited
to the Project as a result of the Partnership’s Loan shall be allocated to the Investors on a first-in, first-out
basis tied to the date each Investor began his or her period of conditional permanent residence in the U.S.,
as detailed in the paragraph immediately above, while the Partnership believes that a sufficient number of
qualifying jobs will be credited to the Project by USCIS for all Investors, if less than the number of direct,
indirect, and induced jobs estimated in the economic analysis are actually credited to the Project by
USCIS, the first-in, first-out method of allocating jobs will provide greater security for Investors whose
periods of conditional residence began earlier than for Investors whose periods of conditional residence
began later, with respect to the removal of conditions required for obtaining permanent residency status.

Industry Sectors and the Regional Center Territory. The Regional Center is currently approved
for the industry sectors listed in Section titled “Biographies of Management - Role of the Regional
Center,” above. See also Exhibit I for the Regional Center Approval Letter. The Economic Report
estimates that the Project will create approximately 2,094.9 jobs in the industry sectors of Non-
Residential Building Construction (NAICS 2362); Furniture and Home Furnishing Merchant Wholesalers
(NAICS 4232); Professional and Commercial Equipment and Supplies Merchant Wholesalers (NAICS
4234); Household Appliances and Electrical and Electronic Goods Merchant Wholesalers (NAICS 4236);
Architectural, Engineering and Related Services (NAICS 5413); Traveler Accommodations (NAICS
7211); and Restaurants and Other Eating Places (NAICS 7225), including through expenditures that may
be counted as eligible soft costs thereunder. Assuming the target number of Interests is subscribed, the
Project will need to create a total of 1,470 jobs to allow each Investor to satisfy his or her job creation
requirements. As such, the economic analysis prepared by Baker Tilly Capital, LLC indicates that the
Project will create a sufficient number of jobs under its approved industry sector, assuming that USCIS
approves the economic analysis and further assuming that the assumed inputs are realized, to allow each
Investor to satisfy the job creation requirements for removal of conditions in connection with their I-829
Petitions.

Proving Lawful Source of Funds. As part of the I-526 Petition, an Investor must present to
USCIS clear documentary evidence of the source of the funds invested, and that the funds belong to the
Investor. Generally, the Investor can satisfy the source of funds requirement by submitting documents
showing that the Investor has a level of income from legal sources that would yield sufficient funds for
the investment. Copies of income tax returns supporting lawfully earned income may enhance an
Investor’s source of funds evidence and may be required under new legislation. For Investors who do not
have such records, there may be other records that can be provided to USCIS by an Investor to
demonstrate that the investment funds came from legal sources. USCIS also requires proof to establish
path of funds from lawful sources to the EB-5 investment and moreover that all the interim transactions in
the path of funds are lawful. All such matters regarding the Investor’s I-526 Petition should be discussed
with the Investor’s immigration counsel. An Investor may be unable to present evidence that USCIS
considers sufficient to carry the Investor’s burden to show the legitimate source of the investment funds.

Policymaking Position. The EB-5 Program requires an Investor to hold a policymaking or

management position within the Partnership. The Partnership believes, but cannot guarantee, that as a
Limited Partner in the Partnership, each Investor is provided with the powers and duties under
Washington law, generally, and the Limited Partnership Agreement specifically, sufficient to meet USCIS
requirement that an Immigrant Investor is actively participating in policymaking or management of a new
commercial enterprise.

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 At-Risk Investment. As part of the application for residency under the EB-5 Program, an Investor
must show evidence that he or she has placed the required amount of capital “at risk” for the purpose of
generating a return on that capital. The General Partner believes that an Investor’s investment in the
Partnership is at risk because, as described in this Memorandum, the Partnership has not promised or in
any way guaranteed any return on or return of Investors’ investment in the Partnership. Moreover, the
Partnership’s ability to pay distributions or return any portion of an Investor’s investment depends on the
success of the Loan, which in turn, is dependent upon the success of the Project. No assurances can be
made that USCIS will remove conditions to an Investor’s residency under the EB-5 Program.

Additionally, as more fully described below, if the volume of visa applications continues to
exceed the number of visas available under the EB-5 Program, delays in the processing of an Investor’s
EB-5 immigrant visa or adjustment of status application will continue, and Investors will have to wait
longer to begin conditional permanent resident status after receiving I-526 Petition approval. Because an
Investor’s period of conditional permanent resident status does not begin until a Investor enters the U.S.
on his or her EB-5 immigrant visa or receives approval of his or her adjustment of status application, the
commencement of an Investor’s conditional permanent resident status may not occur for years. The
failure to ensure a Investor’s Capital Contribution remains “at risk” for the requisite time period, which is
significantly lengthened as a result of visa backlogs, could cause Investors to fail to obtain either I-526
Petition approval or unconditional permanent resident status.

Annual visa limits could significantly delay the issuance of new EB-5 visas to investors from
mainland China. The U.S. State Department currently issues a maximum of approximately 10,000 EB-5
immigrant visas annually to EB-5 investors and qualifying family members. It places limits on the number
of visas that will be issued to applicants from any particular country, and if such per-country-cap is
exceeded, a visa queue is formed based on the date of I-526 petition filing, also called “priority date.”

Because of exceptionally high demand from applicants from mainland China, who have used
approximately 85% of available visas in recent years, the U.S. State Department imposed cut-off dates for
applications from that country in 2015 and has maintained cut-off dates since then. Current trends suggest
that for the foreseeable future applicants from mainland China (which excludes Hong Kong, Macao and
Taiwan) will continue to be subject to significant waiting periods. Based on the current demand for visas,
and assuming that Congress does not act to increase the number of visas available, waiting times to obtain
a visa could be significant. Although impossible to estimate with precision due to a number of variables
including U.S. government processing times, estimates range from 8 to 10-plus years, even after USCIS
approves the Investor’s I-526 Petition.

If the Partnership seeks investment from mainland Chinese investors, which it plans on doing,
prolonged waiting periods for investors from mainland China can harm the Partnership and Investors
from mainland China in the following ways:

 If concerns about waiting periods discourage investors in mainland China, which has generally
been the largest source of EB-5 capital, the Partnership may find it more difficult to raise the Offering
Amount and the Developer may need to seek other sources of capital, which may result in the subordination
of the Partnership’s lien on the assets of the Developer to the lien of a bridge lender or other lender;
 If the EB-5 Regional Center Program expires during the Investor’s waiting period, or the laws
governing it change, the Investor may be unable to receive credit for jobs indirectly created by
expenditures of the Project made during the waiting period;
 The Investor and family members may be unable to begin legal residency in the U.S. for several
years;

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  Family members of the Investor, particularly children, may become ineligible for residency
during the waiting period if his or her spouse divorces or minor children become adults (“age out”); and
 The risk that a change to the Project would require a material change to an Investor’s I-526
petition increases with time. A material change during the waiting period could require the Investor to re-
file his or her I-526 Petition and go to the end of the queue of mainland China applicants waiting for
visas.

Minor Investors. USCIS has indicated that a minor investor has the burden of proving that the
investment agreements are binding on him or her. If a minor lacks capacity to enter into a binding
agreement, the agreement may be voidable under some states’ rules. If an Investor is a minor, then the
Investor and his or her guardian will submit a Subscription Agreement in a form for use by minors under
the Washington Uniform Transfers to Minor Act, and will be required to satisfy the requirements in such
Subscription Agreement. Taking USCIS statements and state rules together, there can be no guarantee
that a minor who invests in an EB-5 offering and files an I-526 Petition will be able to satisfy the
requirements of the EB-5 Program.

Project Delays May Negatively Impact Immigration Process; Material Change. Various delays
and changes caused by circumstances both within and outside of the control of the Partnership, the
Developer, and/or their respective contract partners in the conduct and closing of this Offering and the
execution of the Project thereafter may result in delays or changes in the commencement, construction,
sale, and operation of the Project as contemplated hereby. One or more of said delays or changes, if
incurred, could result in unavoidable delays in the creation, and proving, of necessary jobs. Such delays
may impact the adjudication of Investors’ I-526 Petitions, I-485 Petitions, and I-829 Petitions in
materially adverse ways. In particular, USCIS may deem such delays or changes to be “material change.”
USCIS finding of “material change” at any time before an Investor’s admission in conditional residency
status has serious adverse impact on such an Investor’s U.S. immigration, including denial of any pending
I-526 Petition or revocation of any approved I-526 Petition. USCIS has not defined “material change.”
Accordingly, the General Partner may not know whether a change has risen to the level of “material
change” to result in such adverse impact.

Immigration and Nationality Act. Foreign persons applying for a U.S. green card must
demonstrate that they are admissible to the U.S. Section 212 of the Immigration and Nationality Act sets
forth various grounds of inadmissibility, which may prevent an otherwise eligible applicant from
receiving a green card or entering the U.S. Foreign individuals who are ineligible to receive a green card
or to be admitted to the U.S. include, but are not limited to, an individual who (1) is determined to have a
communicable disease of public health significance, which shall include infection with the etiologic agent
for acquired immune deficiency syndrome; (2) is determined to have a physical or mental disorder and
behavior associated with the disorder that may pose, or has posed, a threat to the property, safety, or
welfare of the individual or others; (3) is determined to have had a physical or mental disorder and a
history of behavior associated with the disorder, which behavior has posed a threat to the property, safety,
or welfare of the individual or others, and which behavior is likely to recur or to lead to other harmful
behavior; (4) is determined to be a drug abuser or addict; (5) has been convicted of committing, or who
admits having committed, acts which constitute the essential elements of a crime involving moral
turpitude (other than a purely political offense), or a violation of (or a conspiracy or attempt to violate)
any law or regulation of a State, the United States, or a foreign country relating to a controlled substance;
(6) has been convicted of 2 or more offenses (other than purely political offenses), regardless of whether
the conviction was in a single trial or whether the offenses arose from a single scheme of misconduct and
regardless of whether the offenses involved moral turpitude, for which the aggregate sentences to confine-
ment were 5 years or more; (7) is or has been an illicit trafficker in any controlled substance or in any
listed chemical (as defined in section 102 of the Controlled Substances Act (21 U.S.C. §802)), or is or has

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been a knowing aider, abettor, assister, conspirator, or colluder with others in the illicit trafficking in any
such controlled or listed substance or chemical, or endeavored to do so; (8) is the spouse, son, or daughter
of an alien inadmissible under clause (7) and has, within the previous 5 years, obtained any financial or
other benefit from the illicit activity of that alien, and knew or reasonably should have known that the
financial or other benefit was the product of such illicit activity; (9) is coming to the U.S. solely,
principally, or incidentally to engage in prostitution, or has engaged in prostitution within 10 years of the
date of application for a visa, admission, or adjustment of status; (10) directly or indirectly procures or
attempts to procure, or (within 10 years of the date of application for a visa, admission, or adjustment of
status) procured or attempted to procure or to import, prostitutes or persons for the purpose of prostitu-
tion, or receives or (within such 10 year period) received, in whole or in part, the proceeds of prostitution;
(11) is coming to the United States to engage in any other unlawful commercialized vice, whether or not
related to prostitution; (12) has committed in the U.S. a serious criminal offense, regardless of whether
such offense was not prosecuted as a result of diplomatic immunity; (13) is excludable from the U.S. on
grounds relating to national security, related grounds, or terrorist activities; (14) is excludable from the
U.S. on grounds relating to foreign policy; (15) is or has been a member of or affiliated with the
Communist or any other totalitarian party or who has participated in Nazi persecutions or genocide; (16)
is likely to become a public charge at any time after entry; (17) by fraud or willfully misrepresenting a
material fact, seeks to procure (or has sought to procure or has procured) a visa, other documentation, or
admission into the U.S.; (18) illegally entered into the U.S.; or (19) has at any time knowingly
encouraged, induced, assisted, abetted, or aided any other alien to enter or to try to enter the U.S. in
violation of law.

No Guarantee of Positive Adjudication of I-526 Petition, I-485 or Immigrant Visa Application,

or I-829 Petition. Adjudication of all I-526 Petitions and I-829 Petitions, along with all I-485 “Application
to Register Permanent Residence or Adjust Status” (“I-485 Application”), is within the sole and exclusive
purview of USCIS. Similarly, the immigrant visa application is within the sole and exclusive purview of the
U.S. State Department. Although the Partnership’s management believes that an investment in the Interests
offered hereby should enable an Investor to qualify for a positive determination of the Investor’s I-526
Petition and I-485 Petition, and that a successful conclusion to said investment in full satisfaction of all
requirements of the EB-5 Program ought to qualify Investors for I-829 Petition approval from the
standpoint of project eligibility, there can be no guarantee that any Investor shall ultimately receive a
positive adjudication of each, or any, of these petitions or applications.

Minor Investors. USCIS has a requirement that an Investor’s investment must be “at risk” and
not subject to a redemption at the investor’s election. Furthermore, an investor must have the legal
capacity to enter into a binding agreement. Under U.S. law, a minor (a person who is under the age of 18)
who enters into a contract as a minor has the right to void such agreement when he or she reaches the age
of majority. Accordingly, USCIS may conclude that a subscription agreement signed by a minor is
insufficient to establish an investment “at risk,” and may deny the minor Investor’s I-526 Petition. As a
possible defense, the Company intends that the Subscription Agreement and other agreements for an
Investor who is a minor will be signed under the Washington Uniform Transfers to Minors Act
(“UTMA”). Under UTMA, a parent or guardian of the minor will sign the agreements as custodian for
the minor under UTMA, and the minor will not have the right to avoid the agreements when the minor
reaches the age of majority. We believe that subscriptions under UTMA will be acceptable to USCIS, but
we cannot guaranty that USCIS will accept a subscription under UTMA as meeting all applicable USCIS
requirements.

* * * * *

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 RISK FACTORS

INVESTMENT IN THE PARTNERSHIP IS HIGHLY SPECULATIVE. CERTAIN

RISKS INHERENT IN THIS INVESTMENT ARE NOTED BELOW. IN ADDITION TO THE
RISK FACTORS SET FORTH BELOW, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT
FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS
MEMORANDUM, PROSPECTIVE INVESTORS SHOULD KEEP IN MIND OTHER POSSIBLE
RISKS THAT COULD BE IMPORTANT AND WHICH COULD ADVERSELY AFFECT THEIR
INVESTMENT IN THE PARTNERSHIP.

Risks Relating to Real Estate and Financing of Real Estate

As the Partnership anticipates investing in the Project that involves real estate, the real estate
related risks set forth below, among others, should be considered.

General real estate risks. The Partnership will be subject to risks generally incident to the
financing and development of real estate, including: (i) changes in general economic or local conditions;
(ii) changes in supply of or demand for similar or competing properties in an area; (iii) bankruptcies,
financial difficulties or defaults by vendors, contractors, and others; (iv) changes in tax, real estate,
environmental, and zoning laws; (v) periods of high interest rates and tight money supply; and (vi) general
overbuilding or excess supply in the market area. For these and other reasons, no assurance can be given
that the Partnership will be profitable or that it will produce the targeted financial returns.

Reliance on the Developer as project developer and manager. As the Partnership anticipates
making a Loan to the Developer, the Partnership will have to rely on the Developer to construct and,
directly or indirectly through third parties, manage the Project and the Developer, in turn, will rely on
various third-party contractors, subcontractors, and suppliers for the completion of the Project. The
ability of the Developer and the other third party contractors and suppliers to complete the construction
and development of the Project will be subject to typical construction and development risks, as well as
acts of God, acts of war, hostilities, acts of civil or military authority, acts of foreign enemies, terrorists
acts, sabotage, fire, arson, riots, strikes, lockouts, work stoppages, interruptions in transportation systems,
floods, epidemics or other severe weather or natural disasters, shortages of power, unforeseen delays by
carriers or suppliers, implementation of government statutes or regulations preventing performance of
original plans, machinery breakdowns despite ordinary maintenance and other force majeure events or
other causes or events beyond the control of the Developer. Adverse changes in the operations and
financial condition of the Developer due primarily to such third-party risks, which may have a material
adverse effect on the Developer, are beyond the control of the General Partner. See “Conflicts of
Interest.”

Project may need additional funds. The Developer has estimated the total amount of funds
required to complete the development of the Project and has also estimated the amount of financing that
could be obtained based upon assumptions it deems reasonable. However, it is possible that these
estimates will be inaccurate and additional capital will be required to complete the project. No assurances
can be given that such capital will be available upon reasonable terms, if at all, putting completion of the
project and repayment of the Loan in jeopardy.

Environmental Risks. Certain environmental laws or regulations may impose strict liability,
often regardless of fault, on various parties (jointly and severally), including owners and operators,
associated with the release of hazardous substances. It is possible that operations of the Project (or of any
other project that has received any Investment from the Partnership) will involve a risk of environmental
damage caused by release of hazardous substances. If an accident involving hazardous materials occurs

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at the Project or at some other such project, or if the Developer or other operator of such project is found
to be in violation of environmental laws or regulations, the Developer or such other operator could be
subject to substantial fines or penalties and to civil or criminal liability, that could have a material effect
on its business and operating results and consequently on the Loan.

Construction Risks. It is anticipated that the Loan made by the Partnership to the Developer
will be used to fund a portion of the cost of developing the Project. Construction involving real property
will entail risks that are beyond the control of the Developer and the Partnership, such as changes in
governmental rules and policies (such as zoning, health care, and related), the performance by contractors,
costs of materials, labor difficulties (such as strikes), delays in obtaining requisite licenses, permits, and
approvals from relevant authorities, energy shortages, shortages of material for construction, inflation,
adverse weather, adverse subsurface conditions, and other factors that could cause improvement costs to
exceed current estimates. Obtaining building permits is a time-consuming process, and it is virtually
impossible to predict how long it will take to receive all final building permits. These risks may increase
the costs of construction and/or remodeling and may cause, among other things, delays in construction
and/or remodeling which affect the ability of the Developer to generate cash flow to allow repayment of
the Loan and which, in turn, could cause the Partnership to suffer a loss of some or all of the capital
invested as well as the loss of any potential profits from the Loan.

Competition. The Project will be subject to significant competition from other luxury hotel
developments in New York City. This could result in the Project’s and the Developer’s inability to obtain
the revenues which it anticipates, impairing its ability to comply with its obligations, including
substantially reducing income for the Partnership. See “The Nine Orchard Street Project – Market
Position – Competition.”

Employees and unions. Unions are prominent throughout the United States. It is possible that
the Developer’s and/or hotel manager’s employees for the operation of the Project may vote to form a
union or may be the target of union organizing activities. Further, many workers in the construction
industry are unionized. The Project could suffer work stoppages or “slow-downs” as a result. In such
event, it is likely that the employee costs of the Project will be higher than presently projected for the
continuation of the Project, since union workers would have compensation and benefits that are generally
higher than non-union workers in the same industry jobs. Neither the Developer nor the Partnership will
have control over whether one or more unions determine to target the Project for union organization
activities.

Risks Related to the Offering and the Interests

Return not guaranteed; possible loss of entire investment. There are no assurances, obliga-
tions, or guarantees that the Partnership will have positive cash flows or whether it will have any cash
distributions or realize a return on investment to the Limited Partners. The Limited Partners of the
Partnership should be aware that if the Developer is not successful in its business, Limited Partners’
investment in the Partnership may become worthless.

The availability of cash distributions is uncertain. The Partnership anticipates that the only
source of funds with which to make distributions to the Limited Partners will be payments of interest and
principal under the Loan. Further, the Partnership bears all expenses incurred by its operations, which are
deducted from cash funds available for distributions. In addition, the General Partner, in its discretion,
may retain any portion of such funds as reserves for working capital of the Partnership or anticipated
Partnership obligations.

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 Lack of diversification. The Partnership’s portfolio will not be diversified among industries,
geographic areas or types of securities. It is expected that the Partnership will invest substantially all of
its assets in the Project via the Loan. Due to the lack of diversification in the Partnership’s investments,
an adverse development in the Developer’s business would have a direct material impact on the
Partnership’s financial condition or the Partnership’s ability to return Capital Contributions and any return
thereon. Accordingly, the Partnership’s investments may be subject to more rapid change in value than
would be the case if the Partnership were to maintain a wide diversification among industries, geographic
areas and types of investments.

The Draw-Down Account may not be FDIC insured. Once the conditions for release of an
Investor’s Capital Contribution from escrow have been satisfied, the Partnership will cause such funds to
be transferred from the escrow account through the Disbursement Account to the Partnership’s Draw-
Down Account, pending the advance of such funds to the Developer. The Partnership has not yet selected
the bank for the Draw-Down Account, but it may be at a bank where the funds on deposit are not insured
by the Federal Deposit Insurance Corporation (“FDIC”). If the bank where the Draw-Down Account is
established is not insured by the FDIC and if the bank were to fail, then it is possible that the Partnership
could lose some or all of the funds that were on deposit in the Draw-Down Account.

Restrictions on transfer of Interests; no public or other market for the Interests. The
Limited Partnership Agreement imposes certain restrictions on the transfer, sale, gift, or pledge of the
Interests. Further, the Interests being offered hereby have not been registered under the Securities Act or
the securities laws of any jurisdiction, including any foreign jurisdictions, and are being offered in
reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act, Regulation S of
the Securities Act and/or Rule 506 of Regulation D, promulgated under the Securities Act. The right of
Limited Partners to sell, transfer, pledge, or otherwise dispose of the Interests will be limited by the
Securities Act and state securities laws. Assuming the Limited Partnership Agreement allows for any
such sale, such Interests may be sold only pursuant to an effective registration statement under the
Securities Act or an exemption from the registration requirements under the Securities Act. The
Partnership does not plan to register the Interests in the Partnership being offered hereby and is under no
obligation to do so. As a result, holders of Interests may be precluded from transferring their Interests.
There is no current trading market for the Interests, and it is not anticipated that any such market will
develop. Consequently, holders of Interests will not be able to liquidate their investment in a timely
manner.

Distributions from operations. Distributions from operations by the Partnership are dependent
on receiving Loan interest payments from the Developer, and the Developer’s ability to make such
payments is dependent on its ability to generate revenues from its operations. Therefore, there are no
assurances that there will be cash from Project operations to make Loan interest payments, which in turn
would be used by the Partnership to make distributions to the Limited Partners. Investors who borrowed
all or part of their Capital Contribution must understand that business cash flow is subject to market
forces, and cannot be relied upon as a guaranteed source of funds to repay such debt.

Determination of Offering’s Interest Price. The Offering’s Interest Price bears no relationship
to any established criteria of value such as book value or Investor earnings per Interest, or any combination
thereof. Further, the Interest Price is not based on past earnings of the Partnership, nor does the Interest
Price necessarily reflect current market value for the investments proposed to be made by the Partnership.

No right of withdrawal. The Limited Partners have no right to withdraw capital from the
Partnership except as described in this Memorandum and pursuant to the Limited Partnership Agreement.

December 19, 2017 v16 92

 Release of Capital Contribution from escrow in the event of a moratorium. One of the
requirements for the release of an Investor’s Capital Contribution from escrow is that the Investor has filed
his or her I-526 Petition with USCIS. If there is a moratorium on the filing of I-526 Petitions, then during
such moratorium, this requirement will be replaced by the Partnership receiving a letter from the
Investor’s immigration counsel that the Investor’s I-526 Petition is ready for submission to USCIS,
subject to any guidance USCIS may issue about additional requirements or procedures for filing I-526
Petitions at the end of any such moratorium. This means that if there is a moratorium, if an Investor elects
to withdraw his or her subscription after preparing but before filing his or her I-526 Petition with USCIS,
the Investor’s Capital Contribution may not be in escrow but instead may have been released to the
Partnership through the Disbursement Account to the Draw-Down Account and may have been loaned to
the Developer.

The Partnership could be deemed an Investment Company under the Investment Company
Act of 1940. The Investment Company Act of 1940, as amended (the “1940 Act”), provides that any
company that is deemed to be an “investment company” must register with the SEC as an investment
company and comply with extensive regulations imposed under the 1940 Act. It is not practical for the
Partnership to register as an investment company or to comply with these regulations. Accordingly, if the
Partnership were deemed to be an investment company, the Partnership may be required to take whatever
action is available to it to minimize the consequences that could result in transferring the Loan (if
previously made) and the dissolution of the Partnership. If the Partnership is dissolved, the Limited
Partners will not be entitled to any EB-5 Program benefits.

Additional capital requirements; dilution. In the event additional capital beyond the initial
Capital Contributions raised by this Offering is required to conduct the business operations of the
Partnership, the General Partner has the right to raise additional capital in accordance with the terms of
the Limited Partnership Agreement. In the event the General Partner elects to raise additional capital by
admitting additional Limited Partners, such action may result in the dilution of the interests held by the
Limited Partners.

Risks Related to Project Loan

Recording of Mortgage. Subject to the following paragraph, the collateral to secure repayment
of the Loan will be a first lien deed of trust on the real property for the Project and a first lien on all other
assets of the Developer. The Partnership and the Developer will not record the lien securing the Loan
unless there is an uncured default under the Loan Agreement; however, an affiliate of the Developer shall
provide a letter of credit or cash in escrow for the payment of any recording fees (estimated to be
$2,000,000) and shall guarantee the lien position of the Loan. While such guaranty is expected to alleviate
any significant concerns regarding the potential for a third party lien being recorded in priority ahead of
the Partnership’s lien, such guarantee will not be secured and there may be some additional risks to the
Partnership and the individual Limited Partners due to not recording the lien. For example, it may be
possible that another of the Developer records a mortgage before the mortgage for the Partnership’s Loan
is recorded, effectively subordinating the Partnership’s first priority mortgage to such other lender’s loan.
Further, other creditors could file liens on the property, such as mechanics liens, which would have
priority over the mortgage securing the Loan. Further, if the Developer files for bankruptcy or is caused to
enter involuntary bankruptcy, then if the mortgage has not yet been recorded, the Partnership may lose
priority to proceeds from the disposition of the real property of the Project and instead be classed as a
unsecured lender with a pro rata right to such proceeds along with other unsecured creditors. Finally, the
guaranty will be unsecured and thus, while it is expected that the guarantor will be able to fulfill its
obligations under the guaranty, there are no assurances that the guarantor will be able to do so.

December 19, 2017 v16 93

 The Loan. It is expected that the Partnership will make its Qualifying Investment by investing
substantially all of its assets in the Developer’s Project in the form of the Loan. Investments in loans are
subject to risks associated with possible default by the Developer, insufficient collateral, and legal and
other costs incurred in collecting on a defaulted loan. The Loan is secured by the collateral under security
documents; however, should the Partnership be required to exercise its rights and remedies under the
security documents, there is no certainty that the Partnership could effectively do so. The Partnership
would be required to, and would bear the costs and liabilities associated with, collecting income from the
Project. Full recovery under these scenarios is highly uncertain and amounts obtained may not be
sufficient to make the Partnership whole for any losses or damages suffered. There may be a monetary
cost as well as a time cost involved in collecting the defaulted Loan and, if applicable, taking possession
of and subsequently liquidating various types of collateral, including a foreclosure on the mortgage.
Finally, if the target amount of the Loan is not advanced, the Developer is expected to arrange alternative
funding to complete the Qualified Investment portion of the Project in the form of the third-party loan,
and the Partnership has agreed to subordinate the Loan and its security interests under the security
documents to the third party loan. Further, if the Developer obtains Bridge Financing, the Partnership has
agreed to subordinate the Loan and its security interests under the security documents to the bridge
lender. See “Summary of the EB-5 Loan Terms.” However, the Developer may draw down on the
Loan and use the proceeds whether or not it obtains a third party loan.

Subordination of the Loan. If the Developer obtains the Additional Loan, then the Partnership
will likely be required to subordinate its Loan’s first priority lien on all assets of the Developer to such
Additional Loan, in addition to subordinating the Loan to any Bridge Funds obtained by the Developer.
Subordination means that any lender with a priority superior to the priority of the Partnership’s lien will
have a right to receive any proceeds from the sale of collateral securing such loan before the Partnership
is entitled to receive any proceeds from such a sale. If the proceeds of the sale are less than the amount
required to repay the senior lenders as well as the outstanding balance of the Loan, then the Partnership
will likely not receive a full repayment of the Loan and the Limited Partners will thus likely lose all or
part of their investment.

Loan Closing Conditions. In order for the Loan to close, there are certain customary closing
conditions that must be satisfied. The Partnership is not aware of any other circumstances that would
prevent the closing conditions to the Loan from being satisfied, and has no reason to believe that other
external intervening events will prevent a closing from occurring. If for any reason, however, a closing of
the Loan does not occur due to such other conditions not being satisfied, the Partnership will not be able
to make the Qualifying Investment. In that instance, the General Partner will need to determine whether
to pursue an alternative investment for the Partnership (as set forth in the Limited Partnership Agreement)
or to return to each Limited Partner his or her entire Capital Contribution and all or a portion of the
related Administrative Fee.

Illiquidity of the Loan. The Loan is illiquid and long-term. The term of the Loan is five years
with Developer having the option to extend the term for one year. The sale of the Loan may be possible
only at a substantial discount. For so long as the Loan is outstanding, Limited Partners will not have any
right to the return of their Capital Contribution, unless as otherwise provided in this Memorandum.

Risks Related to Performance and Management of Partnership

The Partnership is newly formed which makes it difficult to evaluate its business and
prospects. Although individual managers are experienced in EB-5 Program investment and
development, the Partnership is a newly formed entity and has no history of operations. The Partnership
anticipates that the profits, if any, generated by the interest payments under the Loan along with the
repayment of principal under the Loan will be the sole source of its revenue. As a consequence of being

December 19, 2017 v16 94

newly formed, the Partnership has no revenues or financial results upon which an Investor can determine
the Partnership’s ability to assess the financial feasibility of the Project. Although the principals of the
General Partner have experience in assessing the financial feasibility of projects similar to the Project, any
historical measures of success cannot be applied as a guaranty for this project.

Risks of economic decline. The Partnership, the Developer, and the Project, like other small and
large businesses, may be subject to adverse operating results due to broad changes in economic
conditions. Changes in economic conditions, including, for example, changes in interest rates, inflation
rates, employment conditions, competition, technological developments, political and diplomatic events
and trends, and tax laws can affect substantially and adversely the business and prospects of the
Partnership, the Developer and Project. None of these conditions is within the control of the General
Partner or the Partnership, and no assurances can be given that the General Partner will anticipate or be
able to adequately respond to these developments.

Control by the General Partner. The General Partner will effectively control all matters
relating to the Partnership and its business. Despite the Limited Partners right to affect policy-making of
the Partnership and other limited rights, the Limited Partners of the Partnership will not have the right to
participate in the management of the Partnership or its business.

The General Partner and its principals may engage in similar or competing business
activities. The General Partner and its principals are not required to devote their full time to the
Partnership’s business and are free to engage in other business activities, including activities that compete
with the Partnership’s business. Any fees, compensation or other amounts payable to the General Partner
and its respective affiliates from such business activities will inure solely to the benefit of such persons
and shall not benefit the Partnership. See “Conflicts of Interests.”

Liability and Insurance. The Partnership may not carry general liability insurance. The
Partnership anticipates that the Loan Agreement will require the Developer to carry general liability
insurance.

Indemnification of General Partner. Neither the General Partner, nor officers or employees of
the Partnership, will be liable to the Partnership for any act or omission performed or omitted by them in
the absence of willful malfeasance or bad faith, or for losses due to the negligence of employees or other
agents of the Partnership. The Partnership will respectively indemnify and hold harmless the General
Partner, officers, and employees of the Partnership for any loss or damage incurred by them on behalf of
the Partnership or in furtherance of its business, or arising out of or in connection with the Partnership,
except for losses incurred by the General Partner, officers, or employees of the Partnership arising from
their own willful malfeasance or bad faith. See “Limited Partnership Agreement,” above. The federal
securities laws impose liabilities under certain circumstances on persons who act in good faith, and
nothing in this Memorandum shall in any way constitute a waiver or limitation of any rights that the
General Partner or its affiliates may have under any federal securities laws. If the Partnership were
required to indemnify the General Partner and/or its affiliates, then a portion of the Partnership’s assets
expended for such purpose would reduce the amount of money otherwise available for the Partnership’s
intended activities.

Limitation of General Partner’s liability. Under Washington law, the General Partner is
required to exercise good faith in handling the affairs of the Partnership. However, the Limited
Partnership Agreement provides that the General Partner shall not be liable to the Limited Partners for
any loss or liability incurred in connection with the affairs of the Partnership, so long as such loss or
liability did not result from the General Partner’s own gross negligence, willful misconduct or willful
material breach of the Limited Partnership Agreement, and also provides that certain losses that the

December 19, 2017 v16 95

General Partner may incur shall be paid from Partnership assets. Therefore, a Limited Partner may have a
more limited right of action against the General Partner than he or she would have had absent these and
related provisions in this Memorandum, the Limited Partnership Agreement and the Subscription
Agreement.

Uncertainty of projections. The projections contained in this Memorandum were prepared in

good faith based upon assumptions believed to be reasonable and which are more fully described herein.
No assurance can be given, however, regarding the attainability of the results indicated by the projections
or the reliability of the assumptions on which they are based. The achievability of the results produced by
the projections is dependent on many factors, including general economic conditions, the level of
competition, the ability to attract and retain qualified personnel at competitive rates, government
regulation, and the Partnership’s ability to implement its business strategy. The projections are subject to
the uncertainties inherent in any attempt to model the effects of certain assumptions, contemplated actions
and other variables on the results of operations for the next several years. Actual experience may vary
substantially from the assumptions used in the projections since certain assumptions may not materialize
and unanticipated events may occur. No representation is made as to the reasonableness of the
projections or the underlying assumptions or calculations and neither the Partnership, the Developer, nor
the General Partner assumes any responsibility therefor.

Risks Related to Reinvestment of Capital

The Partnership may reinvest the Investors’ capital to keep it at risk. The EB-5 Program
rules prohibit an investor from receiving a return of capital during the investor’s Sustainment Period, and
require that the invested capital be invested “at risk” throughout that period. If the Developer has
completed its job-creating activities, and has a capital event allowing repayment of the Loan’s principal
while any of the Limited Partners remain in their Sustainment Periods, the Partnership will retain the
repaid capital in a reserve account (the “Reserve Account”) that will reinvest the funds. In accordance
with current published USCIS policy, the Partnership will consider the Sustainment Period to have ended
two years from the date the Limited Partner was granted conditional permanent resident status, as
evidenced by the expiration date on the Limited Partner’s conditional permanent resident card.

If the Loan is repaid and the Sustainment Period for one or more Limited Partners has not ended,
then on the consent of each such Limited Partner, the Partnership will reinvest such Limited Partner’s
Capital Contribution in an “at risk” investment, as described above in “Limited Partnership Agreement
– Reinvestment.” While a Limited Partner may object to a proposed reinvestment, a Limited Partner
whose Capital Contribution does not remain “at risk” during the Sustainment Period may have his or her
I-829 Petition denied by USCIS and may lose all immigration benefits.

Reinvested funds may not be immediately available for distribution. The General Partner will
have the discretion to invest Reserve Account funds in investments that may not be immediately liquidated.
As a result, the reinvested funds may not be immediately available for distribution at the end of the
Investors’ Sustainment Period, and repayment to Investors may be delayed until the Partnership can
liquidate the relevant investment in an orderly manner.

Risks Related to Taxes

General tax risks. There are tax risks associated with the acquisition, holding and disposition of
the Interests. In addition, federal, state and local tax laws and rules relating to the Partnership and its
activities are complex. Potential purchasers of the Interests are strongly urged to review the Limited
Partnership Agreement and to consult their own professional advisors in this regard.

December 19, 2017 v16 96

 U.S. federal income tax status. The Partnership intends to be taxed as a partnership for U.S.
federal income tax purposes. If, as the result of changes in the law or the manner in which the Partnership
is operated, the U.S. Internal Revenue Service were to successfully take the position that the Partnership
should be treated for tax purposes as a corporation rather than a partnership, Partnership income could be
taxed at the partnership level at corporate tax rates and Partnership distributions, if any, could be treated
as dividends, among other consequences.

Taxable income without distributions. Limited Partners of the Partnership will be allocated
their distributive share of income, gain, loss and deduction of the Partnership, as applicable, without
regard to distributions, if any. Limited Partners may be allocated income and gain but receive no cash
distributions to pay the taxes on such income requiring Limited Partners to rely upon resources
independent of their interests in the Partnership to pay for their tax obligations.

Limitations on deduction of losses. If the Partnership incurs losses, Limited Partners will not be
able to deduct such losses if they exceed such Limited Partners’ tax basis in their Interests. In addition,
the Internal Revenue Code imposes various limitations on the ability of certain persons to use losses and
deductions arising from investments in entities such as the Partnership, including limitations relating to
“passive losses,” amounts “at risk” and “investment interest.”

Special income tax rules for tax exempt and foreign persons. Ownership of Interests in the
Partnership may result in adverse income tax consequences to tax exempt and foreign persons.
Accordingly, tax exempt and foreign persons are strongly urged to consult their own professional advisors
with respect to an investment in the Partnership.

NO TAX ADVICE IS BEING GIVEN HEREIN WITH RESPECT TO THE INCOME TAX
CONSEQUENCES OF AN INVESTMENT IN THE INTERESTS AND PROSPECTIVE INVESTORS
ARE URGED TO CONSULT, AND MUST RELY ON, THEIR OWN QUALIFIED TAX ADVISORS
CONCERNING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE INTERESTS.

* * * * *

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 OTHER IMPORTANT CONSIDERATIONS

Income Tax Considerations

An investor is responsible for obtaining his or her own tax advice with respect to the U.S. federal,
state and local income and other possible tax consequences of his or her investment in the Interests, and
no tax advice will be provided hereunder or at any time in the future. However, as a general rule, a
resident alien of the United States will be taxed on all of his or her worldwide income and will be required
to file a United States income tax return. In addition, if an alien is not a resident of the United States but
has United States source income he or she generally will be subject to taxation in the United States on
such income, and such income may be subject to withholding and/or reporting on a United States income
tax return.

Tax and Legal Aspects

Prospective investors of the Interests should not construe the contents of this Memorandum or
any prior or subsequent communications from the Partnership, the General Partner, or any of their
respective agents or representatives, as legal, tax, and/or investment advice. No representations are made
as to the federal, state, or local income tax consequences resulting from an investment in the Interests. No
assurances are given that any deductions or other income tax advantages which may be contemplated will
be available. Each prospective investor should consult his, or her or its own legal counsel, accountant,
and/or other professional advisor as to legal, tax, investment, accounting, securities and/or related
matters concerning an investment in the Partnership (each prospective investor is responsible for
any fees or charges therefor).

The offer and sale of Interests will not be registered under the Securities Act or any state
securities or blue sky laws and must be acquired by the Limited Partners solely for investment purposes
and without any view to the distribution thereof in violation of the Securities Act. There will be no
registration rights for the Interests. The offering and sale of the Interests will be made in compliance with
Regulation D and Regulation S under the Securities Act. The Interests will be offered and sold only to
persons who (i) are not U.S Persons, as that term is defined in Regulation S under the Securities Act, and
(ii) are “accredited investors” within the meaning of Regulation D under the Securities Act. In addition,
the Interests may not be assigned or transferred without the consent of the General Partner (which may be
granted or denied in the sole discretion of the General Partner) and satisfaction of certain other conditions.
Under the federal securities laws, any Interests acquired in this Offering generally may not be offered or
sold prior to the expiration of a one-year period from the final closing.

Restrictions on Transferability

The Interests being offered hereby have not been registered under the Securities Act or the
securities laws of any jurisdiction, including any foreign jurisdictions, and are being offered in reliance
upon an exemption from registration under the Securities Act, as amended including a Section 4(a)(2) and
Regulation D and Regulation S, promulgated under the Securities Act. The right of subscribers to sell,
transfer, pledge or otherwise dispose of the Interests will be limited by the Securities Act and state
securities laws. The Limited Partnership Agreement also restricts the ability of the Limited Partners to
transfer their Interests. See “Limited Partnership Agreement,” above.

Additional Information

No person has been authorized to give any information or to make any representation not
contained herein or in a supplement hereto and, if given or made, such other information or representation

December 19, 2017 v16 98

must not be relied upon. The General Partner will make available, prior to the closing of this Offering, to
any prospective investor, or his or her attorney, business investment or tax advisor, or prospective or
purchaser representative, the opportunity to ask questions of, and receive answers from, a representative
of the General Partner concerning the terms and conditions of this Offering as set forth in this
Memorandum. Inquiries should be directed to:

EB5U NYC, LLC

535 SE Washington Street
Hillsboro, Oregon 97123-4142
Phone: (424) 279-8308
E-Mail: investorrelations@eb5united.com

Prior to purchasing any Interests, prospective purchasers should review the Subscription
Agreement, the Escrow Agreement and the form of the Limited Partnership Agreement, which together
contain important information relating to the Partnership and the Offering of the Interests. This
Memorandum contains summaries, believed to be accurate, of certain terms of the Limited Partnership
Agreement and the Escrow Agreement; these descriptions do not purport to be complete and each such
summary description is qualified in its entirety by reference to the actual text of the Limited Partnership
Agreement and the Escrow Agreement.

* * * * *

December 19, 2017 v16 99

 LIST OF EXHIBITS

A LIMITED PARTNERSHIP AGREEMENT

B SUBSCRIPTION AGREEMENT

C ESCROW AGREEMENT

D HVS MARKET STUDY

E LOAN AGREEMENT BETWEEN EB5 UNITED NYC VI, LP AND THE

DEVELOPER

F TARGETED EMPLOYMENT AREA DESIGNATION

G BUSINESS PLAN

H ANTI-MONEY LAUNDERING CERTIFICATION

I REGIONAL CENTER APPROVAL LETTER

J ECONOMIC ANALYSIS

K INVESTOR ELIGIBILITY QUESTIONNAIRE

L I-526 PETITION DENIAL REFUND COMMITMENT

M NEW MARKET TAX CREDIT CERTIFICATION FOR PROJECT CENSUS TRACT

N MORTGAGE ESCROW AGREEMENT AND GUARANTY

December 19, 2017 v16 100

 LIMITED PARTNERSHIP AGREEMENT

OF

EB5 UNITED NYC VI, LP

Dated as of June 29, 2017

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGIS-

TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS IN RELIANCE UPON EXEMPTIONS THEREFROM. THE HOLDER MAY NOT
OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE
DISPOSE OF OR ENCUMBER THESE SECURITIES EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE ISSUER
OF AN OPINION OF LEGAL COUNSEL FOR THE HOLDER REASONABLY
SATISFACTORY TO THE ISSUER AND ITS LEGAL COUNSEL THAT SUCH OFFER,
SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER
DISPOSITION OR ENCUMBRANCE IS EXEMPT FROM THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, AND THE REGISTRATION AND/OR QUALIFICATION
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS, AND THAT SUCH OFFER,
SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION, OR OTHER
DISPOSITION OR ENCUMBRANCE IS IN FULL COMPLIANCE WITH REGULATION S
PROMULGATED UNDER THE SECURITIES ACT.

December 15, 2017 v13

 LIMITED PARTNERSHIP AGREEMENT
OF
EB5 UNITED NYC VI, LP

This Limited Partnership Agreement (this “Agreement”) of EB5 United NYC VI, LP, a
Washington limited partnership (the “Partnership”), is dated as of June 29, 2017, by and among
EB5U NYC, LLC, a Washington limited liability company, as the general partner of the
Partnership (the “General Partner”), Bradford Stedem, a natural person, as the original limited
partner of the Partnership (the “Original Limited Partner”), and each Person (as defined herein)
admitted to the Partnership as a limited partner from time to time pursuant to this Agreement
who (i) executes and delivers a counterpart signature page of this Agreement, which counterpart
signature page is accepted by the Partnership, and (ii) is identified in the records of the
Partnership as a limited partner of the Partnership (each such Person, a “Limited Partner”). The
General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the
“Partners” and each of them individually as a “Partner.”

ARTICLE I

THE PARTNERSHIP

1.1 Formation; Continuation. The Partnership was formed upon the filing and
acceptance of a Certificate of Limited Partnership (the “Certificate”) with the Secretary of State
of the State of Washington on June 29, 2017. Each party hereto acknowledges and agrees that
upon a Person’s satisfaction of the requirements set forth in Section 3.2(b), such Person will be
admitted to the Partnership as a Limited Partner of the Partnership and will be shown as a
Limited Partner on the books and records of the Partnership as of the effective date of such
acceptance. The General Partner hereby continues as the general partner of the Partnership. The
parties hereto hereby agree to continue the Partnership as a limited partnership under and
pursuant to the provisions of the Washington Uniform Limited Partnership Act, as set forth in
Chapter 25.10 of the Revised Code of Washington, as amended from time to time (the “Act”)
and agree that the rights and duties and liabilities of the Partners shall be as provided in the Act,
except as otherwise provided herein. Upon the admission of the first Limited Partner, the
Original Limited Partner shall be deemed to have withdrawn from the Partnership as a limited
partner of the Partnership, and upon such withdrawal, the Original Limited Partner shall have the
Original Limited Partner’s capital contribution to the Partnership, if any, returned to the Original
Limited Partner without any interest or deduction and the Original Limited Partner shall
thereafter have no further interest in the Partnership. Promptly after the execution of this
Agreement, the Partners shall execute documents, and the General Partner shall file and record
with the proper offices in the State of Washington, such certificates, and shall cause to be made
such publications, as shall be required by the Act.

1.2 Name. The name of the Partnership shall be “EB5 United NYC VI, LP.” All
business of the Partnership shall continue to be conducted under such name and such name shall
continue to be used at all times in connection with the Partnership’s business and affairs.

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 1.3 Principal Place of Business. The principal place of business of the Partnership
shall be 1431 Ocean Avenue, Suite 100, Santa Monica, California 90401, or such place or places
as the General Partner may, from time to time, designate.

1.4 Purposes and Powers. The business of the Partnership initially shall be to make
the Loan to Nine Orchard Partners, LLC, a Delaware limited liability company, for the purposes
of funding a portion of the cost of the development, construction, and operation of a hotel at 9
Orchard Street, New York, New York, to do all other acts that may be necessary, incidental, or
convenient to the foregoing, and to engage in any and all other lawful activities for which a
limited partnership may be organized under the Act, consistent with EB-5 Program requirements,
including but not limited to further deployment of any repaid capital consistent with applicable
EB-5 Program requirements at relevant times.

1.5 Registered Office and Agent. The registered office of the Partnership in the State
of Washington shall be 1780 Barnes Boulevard SW, Tumwater, Washington or such other
address within the United States as may be designated from time to time by the General Partner.
The name and address of the registered agent for service of process on the Partnership in the
State of Washington shall be Corp2000, at 1780 Barnes Boulevard SW, Tumwater, Washington
98512 or such other agent and address as may be designated from time to time by the General
Partner.

1.6 Fiscal and Taxable Year. The fiscal year and taxable year of the Partnership shall
be the calendar year (the “Partnership Year”), unless such other taxable year is otherwise required
by Section 706 of the Code.

1.7 Term. The term of the Partnership commenced upon the filing of the Certificate
and shall continue until the date that the Partnership is terminated in accordance with the
provisions of Article XI hereof.

1.8 Filings. Upon the execution of this Agreement by the parties hereto, the General
Partner shall do, and continue to do, all things as may be required or advisable to continue and
maintain the Partnership as a limited partnership, qualified to do business in such jurisdictions as
may be required, and to protect the limited liability of the Limited Partners in any jurisdiction in
which the Partnership shall transact business.

ARTICLE II

DEFINITIONS

The following defined terms used in this Agreement shall have the respective meanings
specified below.

“Act” shall mean the Washington Uniform Limited Partnership Act, as set forth in
Chapter 25.10 of the Revised Code of Washington, as amended from time to time.

“Adjusted Capital Account Deficit” shall mean, with respect to any Partner, the deficit
balance, if any, in such Partner’s Capital Account as of the end of the relevant Partnership Year,
after giving effect to the following adjustments:

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 (a) credit to such Capital Account any amounts that such Partner is obligated
to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore
pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and (i)(5) of the Regulations; and

(b) debit to such Capital Account the items described in Sections 1.704-1(b)
(2)(ii)(d)(4), (5), and (6) of the Regulations.

The foregoing definition of “Adjusted Capital Account Deficit” is intended to comply

with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.

“Administrative Fee” shall mean, the monies contributed by each Limited Partner as an
Administrative Fee pursuant to the applicable Subscription Agreement.

“Affiliate” shall mean, with respect to any Person, any Person Controlling, Controlled by,
or under common Control with, such Person.

“Agreement” shall mean this Limited Partnership Agreement of the Partnership (including
Exhibits A and B hereto), as the same may be amended from time to time.

“Available Draw-Down Account Funds” shall have the meaning set forth in Section
3.3(a) hereto.

“Bankruptcy” shall mean, with respect to any Person, (i) the filing by such Person of a
voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form,
of its debts under Title 11 of the United States Code or any other federal, state, or foreign
insolvency law, or such Person’s filing an answer consenting to or acquiescing in any such
petition, (ii) the making by such Person of any assignment for the benefit of its creditors, (iii) the
expiration of sixty (60) days after the filing of an involuntary petition under Title 11 of the
United States Code, an application for the appointment of a receiver for a material portion of the
assets of such Person, or an involuntary petition seeking liquidation, reorganization,
arrangement, or readjustment of its debts under any other federal, state, or foreign insolvency
law, provided that the same shall not have been vacated, set aside or stayed within such sixty
(60)-day period, or (iv) the entry against it of a final and nonappealable order for relief under any
bankruptcy, insolvency or similar law now or hereafter in effect.

“BBA” shall mean the Bipartisan Budget Act of 2015, P.L. 114-74.

“Business Day” shall mean any day except a Saturday, Sunday, or other day on which
commercial banks in Washington are authorized by law to be closed.

“Capital Account” shall mean, with respect to any Partner, the Capital Account maintained
for such Partner in accordance with the following provisions:

(a) To each Partner’s Capital Account there shall be credited the aggregate
amount of such Partner’s Capital Contributions, such Partner’s distributive share of Profits and
any items in the nature of income or gain that are specially allocated pursuant to Article V hereof,

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and the amount of any Partnership liabilities assumed by such Partner or that are secured by any
Partnership property distributed to such Partner;

(b) To each Partner’s Capital Account there shall be debited the amount of cash
and the Gross Asset Value of any Partnership property distributed to such Partner pursuant to
any provision of this Agreement, such Partner’s distributive share of Losses and any items in the
nature of expenses or losses which are specially allocated pursuant to Article V hereof, and the
amount of any liabilities of such Partner assumed by the Partnership or which are secured by any
property contributed by such Partner to the Partnership;

(c) If any Interest is Transferred in accordance with the terms of this

Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it
relates to the transferred Interest; and

(d) In determining the amount of any liability for purposes of determining

Capital Account balances hereof, there shall be taken into account Code Section 752(c) and any
other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the
Regulations, and shall be interpreted and applied in a manner consistent with such Regulations.
If the General Partner shall determine that it is prudent to modify the manner in which the
Capital Accounts, or any debits or credits thereto, are computed in order to comply with such
Regulations, the General Partner may make such modification if, and only if, it is not likely to
have an adverse effect on the amounts distributable to any Partner pursuant to Article XI hereof
upon the dissolution of the Partnership.

“Capital Contribution” shall have the meaning set forth in Section 3.2(a) hereof.

“Capital Event” shall mean, with respect to the Investment, (i) the sale, transfer, exchange,
pledge, hypothecation, or other disposition of all or any substantial portion of the Investment or
interests in any entity that directly or indirectly holds the Investment, (ii) the incurrence of any
indebtedness by the Partnership or by any entity that directly or indirectly holds the Investment
and that is secured by, or otherwise allocated in good faith by the General Partner to, the
Investment, other than any incurrence of Indebtedness the proceeds of which are used to acquire
the Investment, (iii) the refinancing of any Indebtedness allocated to the Investment, (iv) the
repayment of the Loan, and (v) any similar transaction with respect to the Investment.

“Certificate” shall have the meaning set forth in Section 1.1 hereto.

“Closing” shall mean the Initial Closing and each Subsequent Closing.

“Closing Date” shall have the meaning set forth in Section 3.1(a) hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time (or
any corresponding provisions of succeeding law).

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 “Control” shall mean, the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of another Person without the consent or
approval of any other Person.

“Covered Persons” shall have the meaning set forth in Section 8.1(a) hereof.

“Damages” shall have the meaning set forth in Section 8.1(a) hereof.

“Denial Agreement” means that certain I-526 Denial Agreement between RECP Fund IV,
L.P. and the Partnership for the purposes of, under the circumstances and according to the terms
as set forth in such agreement, making funds available to the Partnership to refund the Capital
Contributions to certain Limited Partners in the event of the denial of their I-526 Petitions.

“Depository Account” shall have the meaning set forth in Section 3.2(c) hereof.

“Depreciation” shall mean, for each Partnership Year or other period, an amount equal to
the depreciation, amortization, or other cost recovery deduction allowable with respect to an
asset for such year or other period, except that if the Gross Asset Value of an asset differs from
its adjusted basis for federal income tax purposes at the beginning of such year or other period,
Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value
as the federal income tax depreciation, amortization or other cost recovery deduction for such
year or other period bears to such beginning adjusted tax basis; provided, however, that if the
adjusted tax basis of such property is zero, Depreciation shall be determined with reference to
such beginning Gross Asset Value using any reasonable method selected by the General Partner.

“Draw-Down Account” shall have the meaning set forth in Section 3.2(c) hereof.

“EB-5 Program” shall mean the EB-5 U.S. immigrant investor program, which grants
lawful permanent resident status in the United States to those who make qualifying investments
under the provisions of the U.S. Immigration and Nationality Act, 8 U.S.C. §1153(b)(5).

“ERISA” shall mean the Employee Retirement Income Security Act of 1976, as amended.

“Final Closing Date” shall have the meaning set forth in Section 3.1(a) hereof.

“Fractions Rule” shall have the meaning set forth in Section 5.3(l) hereof.

“General Partner” shall have the meaning set forth in the introductory paragraph of this
Agreement.

“Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for
federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Partner to the
Partnership shall be the gross fair market value of such asset at the time of such contribution, as
agreed between the General Partner and such Partner;

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 (b) the Gross Asset Values of all Partnership assets may, in the sole discretion
of the General Partner, be adjusted to equal their respective gross fair market values, as
determined by the General Partner, as of the following times: (i) the acquisition of an additional
Interest by any new or existing Partner in exchange for more than a de minimis Capital
Contribution, (ii) the distribution by the Partnership to a Partner of more than a de minimis
amount of Partnership property as consideration for an Interest, and (iii) the liquidation of the
Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g);

(c) the Gross Asset Value of any Partnership asset distributed to any Partner
shall be the gross fair market value of such asset on the date of distribution, as determined by the
General Partner; and

(d) the Gross Asset Values of Partnership assets shall be increased (or
decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections
734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account
in determining Capital Accounts pursuant to Section 1.704-l(b)(2)(iv)(m) of the Regulations and
Article V hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to
this clause (d) to the extent the General Partner determines that an adjustment pursuant to clause
(b) above is necessary or appropriate in connection with a transaction that would otherwise result
in an adjustment pursuant to this clause (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to clause
(a), (b), or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation
taken into account with respect to such asset for purposes of computing Profits and Losses.

“I-526 Petition” shall mean the Form I-526 “Immigrant Petition by Alien Entrepreneur.”

“I-829 Petition” shall mean the Form I-829 “Petition by Entrepreneur to Remove Condi-
tions” on permanent residence.

“Indebtedness” shall mean any indebtedness incurred by the Partnership, including, but
not limited to, any guarantees by the Partnership and any repurchase obligations of the Partnership.

“Initial Closing” shall mean the first closing at which Persons other than the Original
Limited Partner are admitted to the Partnership as Limited Partners.

“Interest” shall mean, with respect to any Partner, the interest of such Partner as a partner
in the Partnership at any particular time, including the partner interest of such Partner, and the
rights and obligations of such Partner as provided in this Agreement and the Act.

“Investment” shall mean the Loan by the Partnership to the Project Company, expected
to be Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000), subject to an
increase to Eighty Million Dollars ($80,000,000) in the sole discretion of the General Partner,
for the purposes of funding a portion of the cost of the Project to the extent consistent with the
EB-5 Program requirements.

“Investment Contribution” for each Limited Partner, shall mean that portion of the Loan
made with such Limited Partner’s Capital Contribution.

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 “Investment Company Act” shall mean the Investment Company Act of 1940, as
amended from time to time (or any corresponding provisions of succeeding law).

“Limited Partner” shall have the meaning set forth in the introductory paragraph of this
Agreement.

“Loan” means the loan expected to be Seventy-Three Million Five Hundred Thousand
Dollars ($73,500,000), subject to an increase to Eighty Million Dollars ($80,000,000) in the sole
discretion of the General Partner to the extent consistent with the EB-5 Program requirements,
made by the Partnership to the Project Company.

“LP Authorized Representative” shall have the meaning set forth in Section 13.13 hereof.

“Management Fee” shall have the meaning set forth in Section 7.1(c) hereof.

“Memorandum” shall mean the Partnership’s Confidential Private Offering Memorandum

used in connection with the offering of Interests to the Limited Partners.

“Minimum Investment Amount” means Five Hundred Thousand Dollars ($500,000), or

such greater amount required as a minimum investment by an immigrant investor as part of the
EB-5 Program. For purposes of clarity, the Minimum Investment Amount shall give effect to
any “grandfathering” recognized by USCIS.

“Net Distributable Cash” shall mean Net Distributable Cash From Operations, Net
Distributable Cash From Capital Events, and other distributions described in Section 4.1 hereof.

“Net Distributable Cash From Capital Events” shall mean, with respect to the
Investment, all cash receipts from Capital Events with respect to the Investment, reduced by the
portion thereof used to, in the discretion of the General Partner, (i) pay principal or interest on
any Indebtedness of the Partnership, (ii) establish Reserves, (iii) pay Operating Expenses and
Organizational Expenses, and (iv) pay other expenses of the Partnership, including but not
limited to the expenses set forth in clauses (1) through (6) of Section 7.1(a). Net Distributable
Cash from Capital Events shall not be reduced by depreciation, amortization, cost recovery
deductions or similar non-cash allowances and expenses.

“Net Distributable Cash From Operations” shall mean all cash receipts of the Partnership
(including, without limitation, amounts released from Reserves), other than cash receipts from
Net Distributable Cash From Capital Events and excluding Capital Contributions, reduced by
the portion thereof used to, in the discretion of the General Partner, (i) pay principal or interest
on any Indebtedness of the Partnership, (ii) establish Reserves, (iii) pay Operating Expenses
and Organizational Expenses, and (iv) pay other expenses of the Partnership, including but not
limited to the expenses set forth in clauses (1) through (6) of Section 7.1(a). Net Distributable
Cash From Operations shall not be reduced by depreciation, amortization, cost recovery
deductions, or similar non-cash allowances and expenses.

“Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2 (b)(1) of
the Regulations.

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 “Offering” shall mean the offering of the Interests as described in the Memorandum.

“Operating Expenses” shall have the meaning set forth in Section 7.1 hereof.

“Organizational Expenses” shall have the meaning set forth in Section 7.2 hereof.

“Original Limited Partner” shall have the meaning set forth in the introductory paragraph
of this Agreement.

“Partner Nonrecourse Debt” shall have the meaning set forth in Section 1.704-2(b)(4) of
the Regulations.

“Partner Nonrecourse Debt Minimum Gain” shall have the meaning set forth in Section
1.704-2(i)(2) of the Regulations.

“Partner Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-
2(i)(2) of the Regulations.

“Partner” shall have the meaning set forth in the introductory paragraph of this Agreement.

“Partnership” shall have the meaning set forth in the introductory paragraph of this
Agreement.

“Partnership Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2)
of the Regulations.

“Partnership Year” shall have the meaning set forth in Section 1.6 hereof.

“Percentage Interest” shall mean, with respect to each Partner, a representation of such
Partner’s Interest as of the applicable date of determination, expressed as a percentage of all
Partners’ Interests and based on relative Capital Contributions. The Partnership shall keep an
up-to-date Schedule of Partners which shall include a statement of each Partner’s Percentage
Interest.

“Person” shall mean any individual, partnership, joint venture, corporation, limited
liability company, trust or other entity.

“Profits” and “Losses” shall mean, for each Partnership Year or other period, an amount
equal to the Partnership’s taxable income or loss for such year or period, determined in accordance
with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss), with the following adjustments:

(a) any income of the Partnership that is exempt from federal income tax and
not otherwise taken into account in computing Profits and Losses shall be added to such taxable
income or loss;

(b) any expenditures of the Partnership described in Section 705(a)(2)(B) of

the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)

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(iv)(i) of the Regulations, and not otherwise taken into account in computing Profits or Losses
shall be subtracted from such taxable income or loss;

(c) if the Gross Asset Value of any Partnership asset is adjusted pursuant to
clause (b) or clause (d) of the definition of Gross Asset Value herein, the amount of such
adjustment shall be taken into account as gain or loss from the disposition of such asset for
purposes of computing Profits or Losses;

(d) gain or loss resulting from any disposition of Partnership property with
respect to which gain or loss is recognized for federal income tax purposes shall be computed by
reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted
tax basis of such property differs from its Gross Asset Value;

(e) in lieu of the depreciation, amortization, and other cost recovery deductions
taken into account in computing such taxable income or loss, there shall be taken into account
Depreciation for such Partnership Year or other period, computed in accordance with the
definition of Depreciation herein; and

(f) notwithstanding any other provisions hereof, any items which are specially
allocated pursuant to Article V hereof shall not be taken into account in computing Profit or
Losses.

“Project” shall mean the development, construction, and operation of an approximately

116-room luxury hotel located at 9 Orchard Street, New York, New York.

“Project Company” shall mean Nine Orchard Partners, LLC, a Delaware limited liability
company.

“Regulations” shall mean the final, temporary, and proposed Income Tax Regulations
promulgated under the Code, as the same may be amended from time to time (including
corresponding provisions of succeeding regulations).

“Regulatory Allocations” shall have the meaning set forth in Section 5.3(e) hereof.

“Reserves” shall mean reasonable reserves established by the Partnership, in the discretion
of the General Partner, for all expenses, debt payments, capital improvements, replacements and
contingencies, including, but not limited to, loss and liquidity reserves, of the Partnership.

“Restricted Distribution” shall have the meaning set forth in Section 4.5 hereof.

“Schedule of Partners” shall mean the Schedule of Partners of the Partnership, a copy of
which is attached hereto as Exhibit B, as the same may be amended from time to time.

“Subscription Agreement” shall mean each Subscription Agreement between the

Partnership and a Limited Partner, as the same may be amended, supplemented or replaced from
time to time.

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 “Subsequent Closing” shall mean a closing, subsequent to the Initial Closing, at which
the Partnership accepts a subscription or subscriptions from one or more Limited Partners.

“Sustainment Period” shall mean a period of two (2) years after the start of a Limited
Partner’s period of conditional residency.

“Tax Representative” shall mean the same meaning as ascribed to the term “Tax Matters
Partner” in Section 6231(a)(7) of the Code before it was amended under the BBA, and the same
meaning ascribed to the term “Partnership Representative” in Section 6223(a) of the Code after it
was amended by the BBA. The Tax Representative shall be the General Partner, or as otherwise
designated in Section 9.3 hereof.

“Transfer” shall mean, as applicable, a sale, exchange, transfer, assignment, pledge,

hypothecation or other disposition of all or any portion of an Interest. When used as a verb, the
terms “Transfer” and “Transferred” shall have correlative meanings.

“Treasury Regulations” shall mean the federal tax regulations that provide the official
interpretation of the Code by the U.S. Department of Treasury, as amended from time to time.

“Unrecovered Capital Contribution” means an amount equal to the excess, if any, of the
Capital Contribution made by a Limited Partner (or that Limited Partner’s predecessor in interest)
over the aggregate amount of distributions under Sections 4.1(c)(ii) and 4.1(d)(ii) received by
that Limited Partner (or that Limited Partner’s predecessor in interest), determined as of the date
required under this Agreement.

“USCIS” shall mean the United States Citizenship and Immigration Services.

ARTICLE III

CAPITAL CONTRIBUTIONS; JOB ALLOCATION

3.1 Closings; Acceptance of Subscriptions.

(a) Persons shall be permitted to subscribe for Interests at the Initial Closing
and at one or more Subsequent Closings that may be held, in the discretion of the General Partner,
until such time as the Interests are fully subscribed in the Offering conducted by the Partnership,
or the Offering is closed by the General Partner (the “Final Closing Date”). Subject to the
foregoing, each Closing shall be held on such date as may be determined by the General Partner
(each a “Closing Date”).

(b) Except with respect to the Original Limited Partner or as otherwise

provided herein, no Limited Partner shall be admitted to the Partnership as a Limited Partner
unless such Person has made a minimum Capital Contribution to the Partnership of at least the
Minimum Investment Amount.

(c) Promptly following the admission of any additional Person to the Partner-
ship as a Limited Partner or permitted withdrawal of a Limited Partner pursuant to the terms of

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this Agreement, the General Partner shall update the Schedule of Partners, which update is
hereby expressly consented to by the Limited Partners.

3.2 Capital Contributions.

(a) Pursuant to their respective Subscription Agreements, each Limited Partner

has agreed to make capital contributions in the aggregate amount set forth on the signature page
to such Partner’s Subscription Agreement, with the minimum amount as set forth in Section 3.1
(such Partner’s “Capital Contribution”). The Capital Contributions shall be made in United
States Dollars by wire transfer in immediately available funds in cash initially to an escrow
account, and then released from the escrow account, first to an account of the Partnership held at
Customers Bank (the “Disbursement Account”) and then to an account in the name of the
Partnership established at another financial institution for the purpose of distributing advances of
the Loan (the “Draw-Down Account”). Notwithstanding any other provision of this Agreement
or the Subscription Agreements to the contrary, except as otherwise required by the Act or other
applicable law, in no event shall any Limited Partner be required to make additional capital
contributions.

(b) Provided that the prospective Limited Partner’s Subscription Agreement

and Limited Partnership Agreement are executed and accepted, and the prospective Limited
Partner satisfies all other subscription requirements of the Offering, the prospective Limited
Partner will be admitted as a Limited Partner upon (i) the Partnership having received from the
prospective Limited Partner’s immigration attorney written confirmation of the filing of the
prospective Limited Partner’s I-526 Petition with USCIS, or in the event that there is a
moratorium on filing I-526 Petitions with USCIS, then the Partnership having received from the
prospective Limited Partner’s immigration attorney a letter from the Investor’s immigration
counsel that the Investor’s I-526 Petition is ready for submission to USCIS, subject to any
guidance USCIS may issue about additional requirements or procedures for filing I-526 Petitions
at the end of any such moratorium, and (ii) the prospective Limited Partner’s full Capital
Contribution and Administrative Fee having been received by the Partnership.

(c) Once the conditions for the release of funds from the escrow account have
been satisfied, the Partnership will provide written instructions to the escrow agent to release a
Limited Partner’s Capital Contribution from the escrow account to the Disbursement Account for
further disbursement to the Draw-Down Account. The Project Company will requisition the
Partnership for eligible funds in multiples of the Minimum Investment Amount, or such other
amount as agreed upon in writing by the Project Company and the Partnership, within ninety (90)
days following the date such funds are first eligible to be released from the escrow account
through the Disbursement Account to the Draw-Down Account. The Partnership will promptly
notify the escrow agent and the Project Company in writing upon receiving written confirmation
from the prospective Limited Partner’s immigration counsel that such prospective Limited
Partner has filed his or her I-526 Petition with USCIS. If the Partnership receives a requisition
from the Project Company within ninety (90) days following the date such funds are first eligible
to be released from the escrow account through the Disbursement Account to the Draw-Down
Account, then promptly after receiving such requisition, and on satisfaction of all conditions for
an advance as set forth in the Loan agreement, the Partnership will transfer the requisitioned
funds from the Draw-Down Account to the Project Company’s depository account (“Depository

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Account”) as an advance under the Loan. If not requisitioned within such ninety (90)-day
period, then such funds will be promptly advanced by the Partnership to the Depository Account
as an advance under the Loan. Notwithstanding the foregoing, in no event will the Loan close
more frequently than once per month, and all closings shall occur as of the end of a particular
month.

3.3 No Right to Redemption of Interests or Return of Capital Contributions.

(a) In the event that a Limited Partner’s subscription is not accepted, the
Offering is canceled or terminated, or the conditions necessary to close the Offering are not
satisfied or waived, then the Partnership will instruct the escrow holder to return the Limited
Partner’s Capital Contribution or, if such amount has already been released from escrow to the
Partnership through the Disbursement Account to the Draw-Down Account, then the Partnership
will use Available Draw-Down Account Funds to return the Capital Contribution to the Limited
Partner, in all cases without interest or deduction. In the event that a Limited Partner’s I-526
Petition is denied by USCIS, except in the case of the Limited Partner’s fraud, misrepresentation,
failure to cooperate with USCIS, abandonment of the I-526 Petition by such Limited Partner, or
a failure to timely file or reasonably prosecute the I-526 Petition, or the Project has received
“project denial” by USCIS, then the Partnership will instruct the escrow holder to return the
Limited Partner’s Capital Contribution or, if such amount has already been released from escrow
to the Partnership through the Disbursement Account to the Draw-Down Account, then the
Partnership will use Available Draw-Down Account Funds to return the Capital Contribution to
the Limited Partner, in all cases without interest or deduction, provided that the Limited Partner
provides a written request to the Partnership within sixty (60) days after the Limited Partner
receives notice of the denial of the I-526 Petition, within sixty (60) days after the Limited Partner
receives notice of the resolution of the appeal of the I-526 Petition denial, if the Limited Partner
takes such an appeal, or within sixty (60) days after the Limited Partner receives notice of
”project denial.” If the amount (if any) received by the Limited Partner, either from the escrow
account or the Draw-Down Account (in such order), is not sufficient to refund the Limited
Partner’s entire Capital Contribution, then the Partnership shall use commercially reasonable
efforts to return the Limited Partner’s Capital Contribution without interest or deduction. If after
using such commercially reasonable efforts, the Partnership is unable to return the Limited
Partner’s Capital Contribution, and if the Project Company is not able to repay a portion of the
Loan to return the Limited Partner’s Capital Contribution, then the Partnership shall use
commercially reasonable efforts to obtain funds pursuant to the Denial Agreement. “Available
Draw-Down Account Funds” are funds provided to the Draw-Down Account either from the
Project Company’s repayment of a portion of the Loan or from the Denial Agreement, and not
the Capital Contributions of other Limited Partners released from the escrow account through the
Disbursement Account to the Draw-Down Account. There is no guarantee that the Partnership
will have sufficient funds to return to Limited Partners the full amount or a partial amount of their
Capital Contributions. In the event of a return of a Limited Partner’s Capital Contribution as
provided in this Section 3.3(a), the affected individual shall be removed from status as a Limited
Partner of the Partnership.

(b) Other than as expressly provided in Section 3.3(a) or pursuant to the

General Partner’s discretion, no Partner shall have the right to seek to withdraw from the
Partnership or to require that the Partnership redeem all or any portion of such Partner’s Interest,

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including but not limited to in the event that a Limited Partner’s I-526 Petition is denied by
USCIS as a result of the Limited Partner’s fraud, misrepresentation, failure to cooperate with
USCIS, abandonment of the I-526 Petition by such Limited Partner, or a failure to timely file or
reasonably prosecute the I-526 Petition, a Limited Partner’s adjustment of status to conditional
permanent resident is denied, a Limited Partner’s immigrant visa is denied, or a Limited Partner’s
initial admission as a conditional permanent resident using such visa is denied.

(c) No Partner shall have a right to receive a return of its Capital Contributions
or a dividend in respect of such Partner’s Interest from any specific assets of the Partnership.
Each Partner waives any right which it may have to cause a partition of all or any part of the
Partnership’s assets.

3.4 Uncertificated Interests. Interests shall be recorded in book-entry form and no

Partner shall have the right to demand that the Partnership produce and/or deliver certificates
representing such Interests. Without limiting the foregoing, the General Partner may produce and
deliver certificates representing Interests if the General Partner, in its sole and absolute discretion,
determines that such production and delivery would be in the best interests of the Partnership.

3.5 Limitation on Liability of Limited Partners. Except as otherwise required by this

Agreement, the Act or other applicable law, the liability of the Limited Partners, in their capacity
as such, shall be limited to the aggregate amount of each such Limited Partner’s Capital
Contribution. Each Limited Partner, to the fullest extent permitted by applicable law, shall not
have any fiduciary or other duty to the Partnership or any other Partner, other than the duty to act
in accordance with the contractual covenant of good faith and fair dealing.

3.6 Interest. No Partner shall receive any interest on his or her Capital Contributions.

3.7 Negative Capital Accounts. At no time during the term of the Partnership or upon
dissolution and liquidation thereof shall a Limited Partner with a negative balance in such Limited
Partner’s Capital Account have any obligation to the Partnership or the other Partners to eliminate
or restore such negative balance.

3.8 Job Allocation. Each Limited Partner acknowledges and agrees that qualifying jobs
under the EB-5 Program shall be allocated to the Limited Partners on a first-in, first-out basis
tied to the date on which a Limited Partner’s period of conditional residence in the U.S. began.
Accordingly, the first ten qualifying jobs that are created by the Investment, including jobs
created indirectly or induced, will be attributed to the first Limited Partner to begin his or her
period of conditional permanent residence in the U.S., the second ten qualifying jobs that are
created by the Investment, including jobs created indirectly or induced, will be attributed to the
second Limited Partner to begin his or her period of conditional permanent residence in the U.S.,
and so on until all qualifying jobs that are created by the Investment, including jobs created
indirectly or induced, have been allocated on a first-in, first-out basis to each Limited Partner in
accordance with the date on which his or her period of conditional permanent residence in the
U.S. began.

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 ARTICLE IV

DISTRIBUTIONS

4.1 Distributions.

(a) Except as provided in this Article IV, Net Distributable Cash shall be
distributed to the Partners in accordance with the provisions of this Section 4.1.

(b) Net Distributable Cash From Operations. Distributions of Net Distributable

Cash From Operations shall be made at such times as determined by the General Partner in its
sole discretion, and when made shall be distributed to the Limited Partners in proportion to their
respective Percentage Interests.

(c) Net Distributable Cash From Capital Events – Entire Investment.

Distributions of Net Distributable Cash From Capital Events that represent the return of the entire
Investment amount shall be made at such times as determined by the General Partner in its sole
discretion, in the following manner:

(i) First, to the Limited Partners in proportion to and to the extent of

their Unrecovered Capital Contributions; and

(ii) Thereafter, to the Limited Partners in proportion to their respective

Percentage Interests.

(d) The Partnership shall not distribute any Net Distributable Cash From
Capital Events to a Limited Partner until after the end of such Limited Partner’s Sustainment
Period, as interpreted by USCIS, unless USCIS publishes written policy allowing otherwise. In
such event, the Partnership shall reinvest such amounts as provided in Section 4.5. Nothing in
this Section 4.1(d) shall create any right in a Limited Partner to demand a return of some or all of
his or her Capital Contribution at any time.

(e) A Limited Partner that has no Unrecovered Capital Contribution shall not
be entitled to any further distributions from the Partnership, and shall cease to be a Limited
Partner of the Partnership.

(f) Any receipts or other revenues of the Partnership (excluding Capital

Contributions) not included in Net Distributable Cash may be applied by the General Partner to
pay or reserve for the payment of Operating Expenses, Organizational Expenses, and
Indebtedness, to establish Reserves, or to be distributed in accordance with the provisions of
Section 4.1(b) hereof, in each case, in the discretion of the General Partner.

(g) Prior to the dissolution and winding up of the Partnership, all distributions
to the Partners shall be paid in cash, by check or wire transfer in United States Dollars, with any
miscellaneous expenses of such distributions (e.g., wire transfer costs) borne by the Partner for
whom such costs were incurred, and the Partnership may deduct such costs from the amount to
be distributed. Upon the dissolution and winding up of the Partnership, distributions to the
Partners may include distributions of the assets of the Partnership in kind.

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 (h) Notwithstanding any provision of this Agreement to the contrary, neither
the Partnership, nor the General Partner on behalf of the Partnership, shall make any distribution
to any Partner if such distribution would violate the Act or other applicable law.

4.2 Administrative Fee. The Partnership shall use the Administrative Fee to directly
pay for, or to pay or reimburse the General Partner for, the fees and expenses of the Offering,
Organizational Expenses, Operating Expenses, and the Management Fee. The General Partner,
in its discretion, may adjust the amount of the Administrative Fee for any Limited Partner.

4.3 Amounts Withheld. All amounts withheld pursuant to the Code or any provisions
of any foreign, federal, state, or local tax law with respect to any payment or distribution to the
Partnership or the Partners shall be treated as amounts distributed to the Partners pursuant to this
Article for all purposes under this Agreement. The General Partner may allocate any such
amounts withheld with respect to the Partnership among the Partners in any manner that is in
accordance with applicable law (taking into account the extent to which the amount withheld
may vary among the Partners based upon the identity and tax status of each Partner). The
Partners shall be required, upon request by the Partnership, to fund their share of any applicable
withholding taxes with respect to the Partnership.

4.4 Pro Rata Calculation. If any pro rata distribution cannot be made to a Partner due
to such Partner having reached a maximum distribution or due to restrictions (each, a “Restricted
Distribution”), then, in the case of a Restricted Distribution that the General Partner in its sole
discretion believes has a reasonable chance of becoming unrestricted prior to the dissolution of
the Partnership, such Restricted Distribution Amounts shall be set aside for distribution to such
Partner if and when the restrictions are lifted, and otherwise, the Restricted Distribution shall be
re-distributed to the other Partners entitled to that particular distribution on a pro rata basis, based
on the Unrecovered Capital Contributions of a particular Partner over the total Unrecovered
Capital Contributions of the Partners entitled to such distribution.

4.5 Authorization to Reinvest. Each prospective Limited Partner has reviewed the
Memorandum and understands the terms therein, including without limitation, the potential
treatment of his or her Capital Contribution upon repayment of the Loan by the Project Company
when such Limited Partner’s Sustainment Period has not ended. Further, the Limited Partner
understands that the Partnership will use commercially reasonable efforts to limit the Project
Company’s ability to sell or refinance any portion of the Project until two (2) years after
construction of the Project has been completed. If a sale or refinance of any portion of the
Project occurs before the end of the Sustainment Period for all Limited Partners, then with the
consent of each Limited Partner whose Sustainment Period has not ended, the Partnership will
use commercially reasonable efforts to reinvest the Capital Contribution of such Limited Partner
in another at-risk investment that the Partnership’s immigration counsel has advised is consistent
with the EB-5 Program requirements and that permits the Partnership to return the Capital
Contribution of such Limited Partner as soon as reasonably possible following the end of such
Limited Partner’s Sustainment Period. The Partnership shall provide written notice of the
proposed at-risk investment to each Limited Partner whose Sustainment Period has not ended,
and a Limited Partner will be deemed to have approved such proposed at-risk investment if the
Limited Partner does not object in writing within thirty (30) days of the Partnership’s written
notice. The Partnership is authorized to reinvest in any of the investment options then offered by

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Capital United, LLC, an affiliate of the General Partner, as a part of its EB-5 Investment
Redeployment Program, provided that the Partnership’s immigration counsel advises the
Partnership that the investment option selected by the General Partner will satisfy the
requirements for reinvestment of the Limited Partner’s Capital Contributions by the Partnership
under then-applicable USCIS policies.

ARTICLE V

ALLOCATIONS OF PROFITS AND LOSSES

5.1 Losses. Except as otherwise provided in this Article V, Losses of the Partnership
for each Partnership Year shall be allocated to the Limited Partners in proportion to their
respective Percentage Interests.

5.2 Profits. Except as otherwise provided in this Article V, Profits of the Partnership
for each Partnership Year shall be allocated to the Limited Partners in proportion to their
respective Percentage Interests.

5.3 Special Allocations.

(a) Partnership Minimum Gain Chargeback. Notwithstanding anything

contained in this Article V to the contrary, if there is a net decrease in Partnership Minimum
Gain during any Partnership Year, except as otherwise permitted by Sections 1.704-2(f)(2), (3),
(4) and (5) of the Regulations, items of Partnership income and gain for such taxable year (and
subsequent years, if necessary) in the order provided in Section 1.704-2(j)(2)(i) of the
Regulations shall be allocated among all Partners whose shares of Partnership Minimum Gain
decreased during that year in proportion to and to the extent of such Partner’s share of the net
decrease in Partnership Minimum Gain during such year. The allocation contained in this
Section 5.3(a) is intended to be a minimum gain chargeback within the meaning of Section
1.704-2 of the Regulations, and shall be interpreted consistently therewith.

(b) Partner Nonrecourse Debt Minimum Gain. Notwithstanding anything

contained in this Article V to the contrary, if there is a net decrease in Partner Nonrecourse Debt
Minimum Gain, except as provided in Section 1.704-2(i) of the Regulations, items of Partnership
income and gain for such taxable year (and subsequent years, if necessary) in the order provided
in Section 1.704-2(j)(2)(ii) of the Regulations shall be allocated among all Partners whose share
of Partner Nonrecourse Debt Minimum Gain decreased during that year in proportion to and to
the extent of such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum
Gain during such year. This Section 5.3(b) is intended to comply with the minimum gain
chargeback requirement in Section 1.704-2 of the Regulations and shall be interpreted
consistently therewith.

(c) Qualified Income Offset. Notwithstanding any provisions of this Article

V to the contrary, in the event any Partner unexpectedly receives any adjustments, allocations, or
distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1
(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain (including gross income)
shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate,

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to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner
as quickly as possible; provided that an allocation pursuant to this Section 5.3(c) shall be made
only if and to the extent that such Partner would have an Adjusted Capital Account Deficit. The
allocation contained in this Section 5.3(c) is intended to be a “qualified income offset” within the
meaning of Section 1.704-1(b)(2)(ii)(d) of the Regulations, and shall be subject thereto.

(d) Ordering. Sections 5.3(a), (b), and (c) hereof shall be applied in the order
provided in Section 1.704-2 of the Regulations.

(e) Curative Allocations. The allocations set forth in Sections 5.3(a), (b), and
(c) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of
Sections 1.704-1(b) and 1.704-2 of the Regulations. Notwithstanding any other provisions of
this Section 5.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken
into account in allocating other Profits, Losses, and items of income, gain, loss, and deduction
among the Partners so that to the extent possible, the net amount of such allocations of other
Profits, Losses, and other items and the Regulatory Allocations to each Partner shall be equal to
the net amount that would have been allocated to each such Partner if the Regulatory Allocations
had not occurred.

(f) Section 754 Election Adjustments. To the extent that the General Partner
elects, in its sole discretion, to cause the Partnership to make an adjustment to the adjusted tax
basis of any Partnership asset pursuant to Sections 734(b) or 743(b) of the Code that is required
pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations to be taken into account in
determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners
in a manner consistent with the manner in which their Capital Accounts are required to be
adjusted pursuant to such section of the Regulations.

(g) Nonrecourse Deductions. Nonrecourse Deductions for any Partnership

Year or other period shall be allocated in accordance with Section 5.1 hereof.

(h) Partner Nonrecourse Deductions. In accordance with Section 1.704-2(i)(1)

of the Regulations, any item of Partnership loss or deduction which is attributable to Partner
Nonrecourse Debt for which a Partner bears the economic risk of loss (such as a non-recourse
loan made by a Partner to the Partnership or an otherwise non-recourse loan to the Partnership
that has been guaranteed by a Partner) shall be allocated to that Partner to the extent of its
economic risk of loss.

(i) Tax Allocations. In accordance with Section 704(c) of the Code and the
Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed
to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so
as to take account to the fullest extent possible of any variation between the adjusted basis of
such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.
If the Gross Asset Value of any Partnership asset is adjusted pursuant to clause (b) or (d) of the
definition thereof, subsequent allocations of income, gain, loss and deduction with respect to
such asset shall take account of any variation between the adjusted basis of such asset for federal

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income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the
Code and the Regulations thereunder. Any elections or other decisions relating to such allocations
shall be made by the General Partner. Allocations pursuant to this Section 5.3(i) are solely for
purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account
in computing, any Person’s Capital Account or share of Profits, Losses, other items or distributions
pursuant to any provision of this Agreement.

(j) Varying Interests. If a Partner Transfers an Interest or otherwise is admitted

as a substituted Limited Partner, Profits and Losses shall be allocated between the transferor and
the transferee by taking into account their varying Interests during the Partnership Year in
accordance with Code Section 706(d), using the interim closing of the books method or the daily
proration method, as determined by the General Partner in its sole discretion. Notwithstanding
any other provision of this Agreement to the contrary, as soon as practical after each Closing
Date, Profits, Losses, and items thereof shall be allocated among the Partners so as to cause the
Capital Accounts of the Partners to be in the same ratio as the ratio of the Partners’ Percentage
Interests.

(k) Tax Credits. Tax credits and tax credit recapture shall be allocated among
the Partners pursuant to Section 1.704-1(b)(4)(ii) of the Regulations.

(l) Fractions Rule. Notwithstanding anything to the contrary contained in this

Agreement, this Agreement is intended to comply with Section 514(c)(9)(E) of the Code and the
Treasury Regulations thereunder (the “Fractions Rule”) and Section 704(b) of the Code and the
Treasury Regulations thereunder, and shall be interpreted and applied in a manner consistent
with the Treasury Regulations. Relevant provisions of this Agreement are deemed modified,
with effect from the date of this Agreement, to the extent necessary to comply with the Fractions
Rule. Without limiting the foregoing, any allocation for a particular year pursuant to this
Agreement which would violate the requirements of Sections 704(b) and 514(c)(9)(E) of the Code
shall not be effective and there shall instead be made allocations for such year consistent with
such requirements and deviating as little as possible from the allocations generally provided
herein.

(m) Compliance with Law and Regulations. It is the intent of the Partners that
each Partner’s allocated share of Profits and Losses be determined in accordance with this
Agreement to the fullest extent permitted by Section 704(b)–(c) of the Code and the Regulations
promulgated thereunder. Notwithstanding anything to the contrary contained in this Agreement,
if the Partnership is advised that, as a result of the adoption of new or amended regulations under
Section 704(b)–(c) of the Code, or the issuance of authorized interpretations, the allocations
provided in this Agreement are unlikely to be respected for federal income tax purposes, the
General Partner is hereby granted the power to amend the allocation provisions of this
Agreement, on advice of accountants and legal counsel, to the minimum extent necessary to
cause such allocation provisions to be respected for federal income tax purposes.

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 ARTICLE VI

MANAGEMENT

6.1 Management; Authority of the General Partner.

(a) The management, operation, and control of the Partnership and its business
and the formulation of its investment policy shall be vested exclusively in the General Partner,
however, Limited Partners will have the right to affect policy-making of the Partnership and will
have such other rights and privileges provided by the terms and provisions of this Agreement,
including, without limitation, this Article VI, and will have those non-waivable rights, powers,
and duties provided to Limited Partners generally under the Act. The General Partner shall, in its
sole discretion, exercise all powers necessary and convenient for the purposes of the Partnership
and all of the power conferred by the Act on the general partner of a limited partnership,
including the power to conduct the Partnership’s business as described in Section 1.4 hereof and
the power to delegate to one or more Persons the power to perform any of the acts described
above but subject to the limitations and restrictions expressly set forth herein, including those
enumerated in this Article VI. The General Partner shall have fiduciary responsibility for the
safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate
possession or control. The General Partner shall not employ, or permit another to employ, such
funds or assets in any manner except for the exclusive benefit of the Partnership. The General
Partner shall take such commercially reasonable actions as may be necessary on its part to ensure
that the Partnership is and continues throughout its term to be classified as a partnership for
federal income tax purposes.

(b) Notwithstanding anything to the contrary contained in this Agreement, the

General Partner and any affiliate of the General Partner may conduct business ventures and
activities outside of the scope of the Partnership’s business as described in Section 1.4 hereof,
regardless of whether such business ventures or activities are in competition with the Partnership.
Neither the Partnership nor any Limited Partner shall have any right to participate in any manner
in such business ventures and activities of the General Partner or any affiliate of the General
Partner or receive any profits or income earned or derived by the General Partner or any affiliate
of the General Partner from or in connection with the conduct of any such business ventures or
activities.

(c) Subject only to the limitations and restrictions expressly set forth herein,
the General Partner shall perform or cause to be performed all management and operational
functions relating to the day-to-day business of the Partnership. Without limiting the generality
of the foregoing, the General Partner is authorized on behalf of the Partnership to cause the
Partnership to do the following:

(i) enter into the Subscription Agreements and exercise and perform
the Partnership’s rights and obligations thereunder;

(ii) acquire, hold, finance, manage, and dispose of the Investment (or
any underlying assets);

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 (iii) pay, in accordance with the provisions of this Agreement, all
expenses, debts, and obligations of the Partnership to the extent that funds of the Partnership are
available therefor;

(iv) invest (including through an agent) cash reserves and other liquid
assets of the Partnership (except cash from Limited Partners’ Capital Contributions) prior to their
use for Partnership purposes or distribution to the Partners;

(v) bring, compromise, settle, and defend actions at law or in equity;

(vi) engage in any kind of activity and perform and carry out contracts
of any kind necessary to, or in connection with, the accomplishment of the purposes of the
Partnership;

(vii) enter into agreements and contracts with third parties in

furtherance of the Partnership’s business, including all documents and agreements as may be
required in connection with the acquisition of the Investment (or portions thereof);

(viii) maintain, at the expense of the Partnership, adequate records and

accounts of all operations and expenditures;

(ix) purchase, at the expense of the Partnership, liability, casualty, fire,

and other insurance and bonds to protect the Partnership’s assets, business, partners, and
employees;

(x) purchase, at the expense of the Partnership, director and officer

liability insurance to protect the General Partner and its respective officers and employees;

(xi) open accounts and deposit, maintain, and withdraw funds in the
name of the Partnership in any bank, savings and loan association, brokerage firm, or other
financial institution;

(xii) establish reserves for contingencies and for any other proper
Partnership purpose;

(xiii) retain and dismiss from retainer any and all Persons providing legal,
accounting, engineering, brokerage, consulting, appraisal, investment advisory, management, or
other professional services to the Partnership, or such other agents as the General Partner deems
necessary or desirable for the management and operation of the Partnership and the Investment
(or portions thereof);

(xiv) incur and pay all expenses and obligations incident to the operation
and management of the Partnership, including, without limitation, the services referred to in
paragraph (xiii) hereof, taxes, interest, travel, rent, insurance, and supplies;

(xv) distribute funds to the Partners by way of cash or otherwise, all in

accordance with the provisions of this Agreement;

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 (xvi) prepare and cause to be prepared reports, statements, and other
relevant information for distribution to Partners;

(xvii) prepare and file all necessary returns, reports, and statements and
pay all taxes, assessments, and other impositions relating to the assets or operations of the
Partnership;

(xviii) effect a dissolution of the Partnership as provided herein;

(xix) act for and on behalf of the Partnership in all matters incidental to
the foregoing;

(xx) prepare and file all necessary reports and statements as USCIS may
require in connection with any request for evidence, annual reporting, audit or otherwise;

(xxi) amend this Agreement, or propose an amendment to this

Agreement if the consent of the Limited Partners is required, as necessary to comply with the
EB-5 Program requirements, and to further make any such amendment effective as of the
effective date of this Agreement or any subsequent date as determined by the General Partner;
and

(xxii) authorize any partner, officer, or other agent of the General Partner
to act for and on behalf of the Partnership in all matters incidental to the foregoing.

By executing this Agreement, each Limited Partner shall be deemed to have consented to
any exercise by the General Partner of any of the foregoing powers or other powers of the
General Partner contained in this Agreement.

(d) Any person dealing with the Partnership or the General Partner may rely
upon a certificate signed by the General Partner as to:

(i) the identity of the General Partner or any Limited Partner hereof;

(ii) the existence or non-existence of any fact or facts that constitute a

condition precedent to acts by a General Partner or in any other manner germane to the affairs of
the Partnership;

(iii) the Persons who are authorized to execute and deliver any
instrument or document of or on behalf of the Partnership; or

(iv) any act or failure to act by the Partnership or as to any other matter
whatsoever involving the Partnership or any Partner.

6.2 Participation by the Limited Partners. Except as provided otherwise herein or as

specifically provided for under the non-waivable provisions of the Act or any applicable law, no
Limited Partner, in its capacity as a Limited Partner, shall participate in the day-to-day
management of the business and affairs of the Partnership. No Limited Partner, in its capacity as
a Limited Partner, shall have any right or power to sign for or to bind the Partnership in any

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manner or for any purpose whatsoever, or have any rights or powers with respect to the
Partnership except those expressly granted to such Limited Partner by the terms of this
Agreement or those conferred upon such Limited Partner by non-waivable provisions of
applicable law, and no prior consent or approval of the Limited Partners shall be required in
respect of any act or transaction to be taken by the General Partner on behalf of the Partnership
unless otherwise provided in this Agreement.

6.3 Filing of Schedules, Reports, Etc. Each Partner agrees to reasonably cooperate
with the Partnership in the filing of any schedule, report, certificate, or other instrument required
to be filed by the Partnership under the laws of the United States, any state or political subdivision
thereof, or any foreign nation or political subdivision thereof. In connection therewith, each
Partner agrees to reasonably provide the Partnership with all information required to complete
such filings.

6.4 Business with Affiliates. The Partnership may engage the General Partner or any
of its respective Affiliates to provide underwriting, due diligence, property management,
construction management, marketing and sales or other services to the Partnership; provided that
the fees or other amounts earned in respect of the rendition of such services are at least as
favorable to the Partnership, as the case may be, as those generally available from experienced
and unaffiliated persons. Notwithstanding anything herein to the contrary, the Limited Partners
acknowledge and approve the Investment made from the Partnership to the Project Company on
the terms disclosed to the Limited Partners in the Memorandum made available to the Limited
Partners prior to their purchase of the Interests and the other transactions described therein.

6.5 Removal of General Partner. Except as expressly permitted or required by the

Act, the General Partner may not be removed.

ARTICLE VII

EXPENSES AND FEES

7.1 Operating Expenses.

(a) Operating Expenses. The General Partner shall pay all costs and expenses
of the Partnership’s activities and operations, including all activities and operations prior to the
date of this Agreement, and including, without limitation: (i) all costs and expenses incurred in
developing, negotiating, and structuring the Investment, whether consummated or not
consummated, and acquiring, financing, disposing of, or otherwise dealing with the Investment,
including, without limitation, any investment banking, engineering, appraisal, environmental,
travel, legal, and accounting expenses, any deposits and commitment fees and other fees and out-
of-pocket costs related thereto, and the costs of rendering financial assistance to or arranging for
financing for any assets or businesses constituting the Investment or for working capital or other
Partnership purposes; (ii) all costs and expenses, if any, incurred in monitoring the Investment,
including, without limitation, any engineering, environmental, third-party payment processing,
travel, legal, escrow administration or funds monitoring by the escrow agent or an independent
contractor, and accounting expenses and other fees and out-of-pocket costs related thereto; (iii)
taxes of the Partnership, excluding income taxes; (iv) expenses associated with third party

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accountants, attorneys, and tax advisors with respect to the Partnership and its activities,
including the preparation and auditing of financial reports and statements and other similar
matters, and costs associated with the distribution of financial and other reports to the Partners,
and costs associated with Partnership meetings; (v) all costs and expenses associated with
obtaining and maintaining insurance for the Partnership and its assets and director and officer
liability insurance to protect the General Partner and its respective officers and employees; (vi)
fees incurred in connection with the maintenance of bank or custodian accounts; (vii) all
expenses incurred in connection with the registration (or exemption from registration) of the
Partnership’s securities under applicable securities laws or regulations; and (viii) “key man”
insurance on the lives or disability of one or more members of the General Partner (all such
expenses, collectively, the “Operating Expenses”). Operating Expenses do not include (1) the
amount of One Thousand Two Hundred Fifty Dollars ($1,250) from each Limited Partner’s
Administrative Fee to be paid to the Project Company; (2) an annual fee of three-quarters of a
percent (0.75%) of the amount of the Investment to be paid to the Project Company, which shall
be paid from Loan interest; (3) all expenses of the Partnership that are not normally recurring
operating expenses; (4) fees and commissions payable to brokers and migration agents; (5) the
Management Fee; and (6) the assessments provided in Section 7.1(b). The General Partner shall
pay Operating Expenses from the Administrative Fee or from its Management Fee, and not from
Capital Contributions of the Limited Partners.

(b) Limited Partner Assessments. The Partnership reserves the right to

annually assess each Limited Partner (i) an amount not to exceed Seven Hundred Fifty Dollars
($750) for preparation of each Limited Partner’s tax return, and (ii) an amount estimated to be
Five Hundred Seventy-Six Dollars ($576) for the pro rata actual costs of escrow administration
and monitoring services provided by NES Financial. These assessments will accrue annually
and payment will be deferred until full repayment of the Loan, at which time the total accrued
amount will reduce each Limited Partner’s Capital Account and distribution of Preferred Return
and/or return of Unrecovered Capital Contribution.

(c) Management Fee. The General Partner is authorized to pay itself a

management fee, which shall be paid from the Administrative Fee, interest payments on the Loan
or other monies available, but not from Capital Contributions of the Limited Partners
(“Management Fee”), for acting as the general partner of the Partnership of (i) Three Thousand,
Seven Hundred and Fifty Dollars ($3,750) from each Limited Partner’s Administrative Fee, plus
(ii) an annual fee of one and one quarter percent (1.25%) of the amount of the Investment, plus
(iii) as provided in Section 7.1(d). The Management Fee shall not be considered an Operating
Expense. To the extent the Management Fee is not paid during any year such fee shall be
accrued for future payment.

(d) To the extent the Loan payments from the Project Company to the
Partnership which have been allocated to pay for broker fees (the three percent (3.0%) broker fee
as provided in the Memorandum) are not used to pay broker fees, then one-half (½) of such
amount shall be promptly returned to the Project Company, or an affiliate thereof, and the
remaining one-half (½) of such amount shall be paid to the General Partner as part of the
Management Fee. Additionally, if the Partnership and Project Company agree in writing to offer
an overseas broker an option to accept a one-time payment of approximately Forty Thousand
Dollars ($40,000) to procure an investor for the Offering, such agent accepts this offer, and an

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affiliate of the Project Company pays such agent such amount, then the three percent (3.0%) Loan
interest payments that were allocated to paying such overseas broker will instead be paid to the
Project Company, or an affiliate thereof; provided that if the General Partner is able to negotiate
such an option for a one-time payment that is less than Forty Thousand Dollars ($40,000), then
the difference between Forty Thousand Dollars ($40,000) and the amount actually paid shall be
paid one-half (½) to the Project Company, or an affiliate thereof, and the remaining one-half (½)
to the General Partner as part of the Management Fee.

7.2 Organizational Expenses. The General Partner shall bear and be charged with all
costs and expenses pertaining to the organization of the Partnership, including, without
limitation, legal and accounting expenses (collectively the “Organizational Expenses”). The
General Partner shall pay such Organizational Expenses from the Administrative Fee or its
Management Fee, and not from Capital Contributions of the Limited Partners. The
Organizational Expenses do not include the payment of any placement agent or finder’s fees in
connection with the sale of the Interests shall be paid only with proceeds from Net Distributable
Cash From Operations or the Administrative Fee, and not from Capital Contributions of the
Limited Partners.

ARTICLE VIII

EXCULPATION AND INDEMNIFICATION

8.1 Exculpation and Indemnification.

(a) To the fullest extent permitted by applicable law, none of the General
Partner, the Original Limited Partner, their respective shareholders, members, partners, directors,
officers, employees and other agents (collectively, the “Covered Persons”) shall be liable to the
Partnership or the Limited Partners for monetary damages for any losses, claims, damages, or
liabilities (“Damages”) arising from any act or omission performed or omitted by such Covered
Persons arising out of or in connection with this Agreement or the Partnership’s business or
affairs or any other Damage to which such Covered Person may become subject to in connection
with any matter arising out of or in connection with this Agreement or the Partnership’s business
affairs, except to the extent that any such Damages are established by a court order of final
adjudication to be primarily attributable to the gross negligence, willful misconduct, breach of
fiduciary duty of loyalty, or bad faith of such Covered Person.

(b) (i) If a Covered Person becomes involved in any capacity in any

action, proceeding, or investigation in connection with any matter arising out of or in connection
with this Agreement or the Partnership’s business or affairs, the Partnership shall reimburse such
Covered Person for reasonable legal and other expenses (including the cost of any investigation
and preparation) as they are incurred in connection therewith; provided that such Covered Person
shall provide the Partnership with an undertaking to promptly repay to the Partnership the amount
of any such reimbursed expenses paid to it if it shall ultimately be determined by a court order of
final adjudication that such Covered Person was not entitled to be indemnified by the Partnership
in connection with such action, proceeding, or investigation. If for any reason (other than by
reason of the exclusions from indemnification set forth above) the foregoing indemnification is
unavailable to such Covered Person, or insufficient to hold such Covered Person harmless, then

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the Partnership shall, to the fullest extent permitted by law, contribute to the amount paid or
payable by such Covered Person as a result of such loss, claim, damage, liability, or expense in
such proportion as is appropriate to reflect the relative benefits received by the Partnership on the
one hand and such Covered Person on the other hand or, if such allocation is not permitted by
applicable law, to reflect not only the relative benefits referred to above but also any other
relevant equitable considerations.

(ii) The provisions of this Section 8.1 shall survive the termination of
this Agreement or the dissolution of the Partnership for any reason.

(c) No Limited Partner shall have any obligation to the Partnership or any
other Partner to bring or join in any action against any Covered Person pursuant to Section 8.1(a)
or (b) hereof. Nothing contained in this Section 8.1 shall be construed as any waiver of insurance
claims or recoveries by the Partnership or any Covered Person.

(d) Each Partner covenants for itself, its successors, assigns, heirs, and
personal representatives that such Person will, at any time prior to or after the dissolution of the
Partnership, on demand, whether before or after such Person’s withdrawal from the Partnership,
pay to the Partnership or the General Partner any amount which the Partnership or the General
Partner, as the case may be, pays in respect of taxes (including withholding taxes) imposed upon
income of or distributions to such Partner, to the extent that such amounts have not been
withheld from amounts otherwise distributable to such Partner.

(e) Notwithstanding anything else contained in this Agreement, the obligations

of the Partnership and each Partner under this Section 8.1, respectively, shall:

(i) be in addition to any liability which the Partnership or such Partner

may otherwise have; and

(ii) inure to the benefit of the Covered Persons, and any successors,
assigns, heirs, and personal representatives of such Covered Persons.

(f) The General Partner may cause the Partnership to purchase, at the
Partnership’s expense, insurance to insure the Covered Persons against liability hereunder.

8.2 Exclusive Jurisdiction. To the fullest extent permitted by applicable law, each of
the Partners hereby agrees that any claim, action, or proceeding by such Partner seeking any
relief whatsoever against any Covered Person based on, arising out of, or in connection with this
Agreement or the Partnership’s business or affairs shall be brought only in the state or federal
courts sitting in the State of Washington and not in any other court.

ARTICLE IX

BOOKS AND RECORDS

9.1 Books and Accounts. Except for certain funds administration processing which
may be conducted by an outside fund administration enterprise, complete and accurate books and
accounts shall be kept and maintained for the Partnership at the principal place of business of the

- 25 -
Partnership, as determined by the General Partner. Each Partner shall at all reasonable times
have access to, and may inspect and, make copies of, such books and accounts. Funds of the
Partnership shall be deposited in the name of the Partnership in such bank or other account or
accounts as the General Partner may designate and withdrawals therefrom shall be made upon
such signature or signatures on behalf of the Partnership as the General Partner may designate.

9.2 Reports to Partners.

(a) All reports provided to the Partners pursuant to this Section 9.2 shall be
prepared on such basis as the General Partner determines will appropriately reflect the operations
and assets of the Partnership.

(b) Within one hundred fifty (150) days after the end of each Partnership
Year, the Partnership shall prepare (or cause to be prepared) and mail to each Partner, a report
setting forth as of the end of such Partnership Year:

(i) a balance sheet of the Partnership as of the end of such Partnership

Year;

(ii) an income statement of the Partnership for such Partnership Year;

(iii) a statement of each Partner’s Capital Account;

(iv) a statement of cash flows of the Partnership for such Partnership

Year;

(v) a status report of the Investment and any other investments of the
Partnership and activities during such Partnership Year, including summary descriptions of the
Investment and any other investments made and disposed of by the Partnership during such
Partnership Year; and

(vi) such other reports and information that are required by the Act.

9.3 Tax Matters.

(a) The Tax Representative shall from time to time cause the Partnership to
make such tax elections as the Tax Representative deems to be in the best interests of the
Partnership and the Partners. The Tax Representative shall represent the Partnership (at the
Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax
authorities, including any judicial or administrative proceeding, and may enter into settlement
agreements with such tax authorities, which settlement agreements shall be binding on the
Partners. The Tax Representative may expend the Partnership’s funds for professional services
and associated costs. The Tax Representative shall oversee the Partnership’s tax affairs in the
overall best interests of the Partnership but shall not have the right to agree to extend any statute
of limitations without the approval of a Majority Interest. The Tax Representative shall make the
election under Internal Revenue Code §6221(b), as amended by the BBA, if available to the
Partnership. If for any reason the Tax Representative can no longer serve in that capacity, the

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Partners may designate another to be Tax Representative with the approval of the General Partner
and a Majority Interest.

(b) Any deficiency for taxes imposed on any Partner (including additions to
tax, interest, or penalties imposed with respect to such taxes and any taxes imposed pursuant to
Section 6226 of the Code as amended by the BBA) shall be paid by such Partner, or if required
to be paid (and actually paid) by the Partnership, may be recovered by the Partnership from such
Partner (i) by withholding from such Partner any distributions otherwise due to such Partner, or
(ii) on demand. Similarly, if, by reason of changes in the number of Interests held by the
Partners, the Partnership, or any Partner (or former Partner) is required to pay any taxes
(including additions to tax, interest, or penalties imposed with respect to such taxes) that should
properly be the obligation of another Partner (or former Partner), then the Partner (or former
Partner) properly responsible for such taxes shall promptly reimburse the Partnership or Partner
who satisfied the obligation.

ARTICLE X

TRANSFERABILITY OF A PARTNER’S INTEREST

10.1 Restrictions on Transfer.

(a) No Transfer of all or any portion of such Partner’s Interest (including all
or some of its rights or obligations hereunder) may be made without the prior written consent of
the Partnership (which consent may be granted or withheld in the sole discretion of the General
Partner). No Transfer of all or any portion of a Partner’s Interest may be made to the extent that
such Transfer would (i) result in the Partnership being subject to regulation under the Investment
Company Act, (ii) result in the taxation of the Partnership at the entity level, (iii) result in the
Partnership’s assets being deemed “plan assets” for the purposes of Section 4975 of the Code or
ERISA, (iv) have a material adverse effect for tax purposes on any other Partner (as determined
by the General Partner in its reasonable discretion), unless such Transfer is consented to by such
adversely-effected Partner (which consent may not be unreasonably withheld), (v) be consum-
mated at any time prior to the end of such Limited Partners’ Sustainment Period as interpreted by
USCIS, or (vi) not be in compliance with federal securities laws, including but not limited to
Regulation S, and all applicable state securities laws.

(b) No Transfer shall relieve the transferor of any of its obligations under this
Agreement or its Subscription Agreement without the prior written consent of the Partnership
(which consent may be granted or withheld in the sole discretion of the General Partner).

(c) Each Partner shall be liable to the other Partners if a Transfer of any of the
interests in the entity or entities of which such Partner is composed, including, but not limited to,
any Transfer of economic or beneficial interest resulting from any reorganization or restructuring
of the entity or entities of which such Partner is composed, (i) results in the Partnership being
subject to regulation under the Investment Company Act, (ii) results in the taxation of the
Partnership at the entity level, (iii) results in the Partnership’s assets being deemed “plan assets”
for the purposes of Section 4975 of the Code or ERISA, or (iv) violates any provision of this
Agreement.

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 10.2 Expenses of Transfer; Indemnification. All expenses, including attorneys’ fees and
expenses, incurred by the General Partner or the Partnership in connection with any Transfer shall
be fully borne, jointly and severally, by the transferring Partner and such Partner’s transferee. In
addition, such transferring Partner and such transferee shall indemnify the Partnership and the
General Partner in a manner satisfactory to the General Partner, in its sole discretion, against any
losses, claims, damages, liabilities, or expenses to which the Partnership or the General Partner
may become subject arising out of or based upon any false representation or warranty made by,
or breach or failure to comply with any covenant or agreement of, such transferring Partner or
such transferee in connection with such Transfer.

10.3 Recognition of Transfer.

(a) The Partnership shall not recognize for any purpose any purported
Transfer of any Interest (including some or all of its rights or obligations hereunder) and no
Transferee of any Interest shall be admitted as a Limited Partner hereunder unless:

(i) the applicable provisions of this Agreement shall have been

complied with;

(ii) the Partnership shall have been furnished with the documents
effecting such Transfer, in form and substance reasonably satisfactory to the General Partner,
executed and acknowledged by both transferor and the transferee;

(iii) such Transfer shall have been made in accordance with all
applicable laws and regulations and all necessary governmental consents shall have been
obtained and requirements satisfied;

(iv) the books and records of the Partnership shall have been changed
by the General Partner to reflect the admission of such transferee; and

(v) such Transfer will not cause a termination of the Partnership for
federal income tax purposes.

(b) Each transferee, as a condition to the Partnership’s recognition of such

Transfer, shall execute and acknowledge such instruments, in form and substance reasonably
satisfactory to the General Partner, as the General Partner may deem necessary or desirable in its
sole discretion to effectuate such Transfer and to confirm the agreement of such transferee to be
bound by all the terms and provisions of this Agreement with respect to any rights and/or
obligations represented by the Interest acquired by such transferee. The recognition of any
Transfer shall not require the approval of any other Partner.

10.4 Effect of Transfer. Notwithstanding any other provision of this Agreement or the
Act to the contrary, to the fullest extent possible pursuant to applicable law, upon the Transfer by
a Partner of all of such Partner’s Interest such former Partner shall have no further right as a
Partner under this Agreement, including, without limitation, any right to vote on any matter
regarding the Partnership and the Partnership may act without any consent, approval or vote there-
tofore required to be obtained from such Partner (provided, however, that the Partnership shall
still be required to obtain any required consent, approval, or vote from the remaining Partners).

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Upon a Transfer by a Limited Partner of its entire Interest in accordance with the provisions of
this Agreement, the transferee shall be admitted as a substitute Limited Partner effective as of the
time of the Transfer, upon its compliance with the applicable provisions of this Agreement.

ARTICLE XI

DISSOLUTION

11.1 Events of Dissolution.

(a) The Partnership shall be dissolved upon the first to occur of:

(i) the date that the General Partner elects to dissolve the Partnership,
provided, however, the General Partner shall use all commercially reasonable efforts to avoid
making such an election without the approval of a majority of the Limited Partners until the later
of (1) the date that is five (5) years after the date that the last Limited Partner who makes a Capital
Contribution to the Partnership in connection with an I-526 Petition was admitted into the Partner-
ship, and (2) the end of all Limited Partners’ Sustainment Period as interpreted by USCIS;

(ii) except for prepayment of the Loan and reinvestment of the

proceeds of such prepayment as provided in Section 4.5, the sale or other disposition of all or
substantially all of the assets of the Partnership and the collection of the proceeds therefrom,
which the General Partner will use all commercially reasonable efforts to avoid without the
approval of a majority of the Limited Partners until the later of (1) the date that is five (5) years
after the date that the last Limited Partner who makes a Capital Contribution to the Partnership in
connection with an I-526 Petition was admitted into the Partnership, and (2) the end of all Limited
Partners’ Sustainment Period as interpreted by USCIS;

(iii) the removal of the General Partner or the occurrence of any other
event that causes the General Partner to cease to be the general partner of the Partnership under
the Act, unless the Partnership is continued without dissolution in accordance with the Act;

(iv) at any time there are no limited partners of the Partnership, unless
the Partnership is continued without dissolution in accordance with the Act; and

(v) the entry of a decree of judicial dissolution.

(b) Following the dissolution of the Partnership, the General Partner shall
liquidate the assets of the Partnership as promptly as shall be practicable and in a commercially
reasonable manner. The proceeds of such liquidation shall be applied in the following order of
priority:

(i) first, to the satisfaction (whether by payment or the reasonable

provision for payment) of debts and liabilities of the Partnership, including the establishment of
any reserves that the General Partner may deem reasonably necessary to satisfy any contingent
liabilities of the Partnership, and the satisfaction of the costs and expenses of the dissolution and
liquidation; and

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 (ii) then, to the Partners in proportion to their respective positive
Capital Account balances.

11.2 Cancellation of Certificate. Upon the dissolution of the Partnership and the
completion of the winding up of the Partnership, the Person acting as liquidating trustee shall
cause the cancellation of the Certificate and shall take such other actions as may be necessary or
appropriate to terminate the Partnership. Except as set forth in Section 11.4 or as otherwise
specifically provided for in this Agreement, upon cancellation of the Certificate in accordance
with the Act, the Partnership and this Agreement shall terminate.

11.3 Compliance With Timing Requirements of Regulations. If the Partnership is

“liquidated” within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Regulations, distributions
shall be made pursuant to this Article XI. In the sole discretion of the General Partner, a pro rata
portion of the distributions that would otherwise be made to the General Partner and the Limited
Partners pursuant to the preceding sentence may be:

(a) distributed to a trust established for the benefit of the General Partner and
the Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed
to the Partnership, and paying any contingent liabilities or obligations of the Partnership or of the
General Partner arising out of or in connection with the Partnership; provided that the assets of
any such trust shall be distributed to the General Partner and the Limited Partners from time to
time, in the reasonable discretion of the General Partner, in the same proportions as the amount
distributed to such trust by the Partnership would otherwise have been distributed to the General
Partner and the Limited Partners pursuant to this Agreement; or

(b) withheld to provide a reasonable reserve for Partnership liabilities

(contingent or otherwise) and to reflect the unrealized portion of any installment obligations
owed to the Partnership; provided that such withheld amounts shall be distributed to the General
Partner and the Limited Partners as soon as practicable.

11.4 Termination. Upon the cancellation of the Certificate of the Partnership in accord-
ance with the Act, this Agreement shall terminate other than Sections 8 and 13.13 hereof, which
shall survive the termination of this Agreement or the dissolution of the Partnership for any
reason.

ARTICLE XII

NOTICES; POWER OF ATTORNEY

12.1 Method of Notice. All notices required to be delivered hereunder shall be in

writing and must be delivered either by hand in person, by electronic mail, by U.S. certified mail,
return receipt requested or by nationally recognized overnight delivery service (receipt request)
and shall be deemed given when so delivered by hand (with written confirmation of receipt),
transmitted by electronic mail (in a message to the electronic mail address given to the
Partnership) or, if mailed by U.S. certified mail, three (3) days after the date of deposit in the
U.S. mail, or if delivered by overnight delivery service when received by the addressee, in each

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case at the appropriate addresses set forth below (or to such other addresses as a party may
designate for that purpose upon fifteen (15) days written notice to the other party).

If to the Partnership (c/o the General Partner) or to the General Partner at:

Ms. Tiffany Winkles

EB5 United NYC VI, LP
PO Box 96, Hillsboro, Oregon 97123
E-mail: tiffany@eb5united.com

with a copy to:

Michael G. Homeier, Esq.

Homeier Law PC
13400 Riverside Drive
Suite 120
Sherman Oaks, California 91423-2513
E-mail: michael@homeierlaw.com

If to a Limited Partner, to such Limited Partner at such Limited Partner’s

addresses/numbers set forth on the signature page set forth in the Subscription Agreement
between such Limited Partner and the Partnership.

12.2 Routine Communications; Wire Transfers. Notwithstanding the provisions of

Section 12.1 hereof, routine communications such as distribution checks, or financial statements or
tax returns of the Partnership may be sent by first-class mail, postage prepaid, or by facsimile or
electronic transmission. The Partnership shall cause distributions to be made by means of wire
transfer to any Partner, at such Partner’s expense, who requests the same and who provides the
Partnership with wire transfer instructions or by such other electronic means as are agreed to by
the Partnership and such Partner.

12.3 Power of Attorney. Without limiting the rights of the Limited Partners pursuant
to Section 6.2, each Limited Partner does hereby constitute and appoint the General Partner, and
any officer of the General Partner acting on its behalf from time to time, as such Limited Partner’s
true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute,
sign, deliver and file (i) any amendment to the Certificate required by the Act because of an
amendment to this Agreement or in order to effectuate any change in the Partners of the Partner-
ship, (ii) any amendment to this Agreement permitted to be made by the General Partner pursuant
to Section 13.2 hereof; provided, however, that if such amendment is stated in Section 13.2
hereof to be an amendment which requires the prior written consent (or other specified approval)
of the affected Limited Partner, Limited Partners holding at least a majority of the Percentage
Interests or all of the Limited Partners, as the case may be, such prior written consent (or such
other specified approval) must be obtained, (iii) any and all financing statements, continuation
statements and other documents necessary or desirable to create, perfect, continue, or validate
any security interest granted by such Limited Partner or to exercise or enforce the Partnership’s
rights hereunder with respect to such security interest, and (iv) all such other instruments, docu-
ments, and certificates which may from time to time be required by the laws of the United States

- 31 -
of America, the State of Washington, any other state, or any political subdivision or agency thereof,
to effectuate, implement, and continue the valid and subsisting existence of the Partnership and
its power to carry out its purposes as set forth in this Agreement or to dissolve and terminate the
Partnership in accordance with the Act. The General Partner shall deliver a copy of each
document executed pursuant to this power of attorney to each Partner in whose name such
document was executed by electronic mail. Insofar as possible pursuant to applicable law, the
power of attorney granted hereby is irrevocable. This power of attorney is coupled with an
interest and shall survive the subsequent incapacity, disability, or dissolution of the Limited
Partner granting such power.

ARTICLE XIII

GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement and the Subscription Agreements constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and
thereof, and supersede any prior agreement or understanding among the parties hereto with
respect to the subject matter hereof or thereof.

13.2 Amendment. Except as required by law, this Agreement may be amended, from
time to time, with the prior written consent of the General Partner and Limited Partners holding
at least a majority of the outstanding Percentage Interests; provided, however, that amendments
that do not adversely affect the Limited Partners or the Partnership, as determined by the General
Partner in its sole and reasonable discretion, may be made to this Agreement and the Certificate,
from time to time, by the General Partner, in its sole discretion, without the prior written consent
of any of the Limited Partners, if permitted under the Act to: (i) admit any Person to the
Partnership as a Limited Partner pursuant to the terms of this Agreement; (ii) amend any
provision of this Agreement and the Certificate which requires any action to be taken by or on
behalf of the General Partner or the Partnership pursuant to requirements of Washington law or
the EB-5 Program if the provisions of Washington law or the EB-5 Program are amended,
modified, or revoked so that the taking of such action is no longer required; (iii) add to the
representations, duties, or obligations of the Partnership or the General Partner, or to surrender
any right granted to the Partnership or the General Partner herein, for the benefit of the Limited
Partners; (iv) correct any clerical mistake herein or in the Certificate or correct any printing,
stenographic, or clerical errors, or omissions, which shall not be inconsistent with the provisions
of this Agreement or the status of the Partnership as a partnership for federal income tax purposes;
and (v) change the name of the Partnership or to make any other change which is for the benefit
of, or not adverse to the interests of, the Limited Partners.

13.3 Approvals. Except as otherwise specifically provided herein and to the extent
permitted by applicable law, each Partner agrees that the written approval of the General Partner
and Limited Partners holding the required Percentage Interests shall bind the Partnership and each
Partner and shall have the same legal effect as the written approval of each Partner, for purposes
of granting the approval of the Partners with respect to any proposed action of the Partnership,
the General Partner, or any of their respective Affiliates. Each Limited Partner further agrees
that for purposes of any vote sought by the General Partner pursuant to any provision of this
Agreement requiring the approval of the Limited Partners (whether pursuant to an amendment or

- 32 -
otherwise), in calculating the percentage required for such approval, the numerator and denomi-
nator will exclude the Percentage Interest of any Limited Partner who does not indicate approval
or disapproval of any matter presented for its approval within such time period as may be specified
by the General Partner (which time period in any event will not be less than ten (10) Business
Days), and such Limited Partner will be deemed for purposes of this Agreement to have not
indicated any approval or disapproval of such matter.

13.4 Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Washington, without giving effect to the provisions, policies,
or principles thereof relating to choice or conflict of laws.

13.5 Captions. The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of this Agreement.

13.6 Successors. Except as otherwise provided herein, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective legal representatives,
heirs, successors, and assigns. Nothing in this Section 13.6 shall be interpreted to allow any
Transfer of an Interest except pursuant to the terms of Article X hereof.

13.7 Severability. In case any one or more of the provisions contained in this
Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect,
the validity, legality, and enforceability of the remaining provisions contained herein and other
application thereof shall not in an way be affected or impaired thereby.

13.8 Gender and Number. Whenever required by the context hereof, the singular shall
include the plural and the plural shall include the singular. The masculine gender shall include
the feminine and neuter genders.

13.9 Third-Party Rights. Each Covered Person shall be deemed a third party beneficiary
of the provisions of Article VIII hereof. Subject to the foregoing, nothing in this Agreement
shall be deemed to create any right in any Person not a party hereto and this Agreement shall not
be construed in any respect to be a contract in whole or in part for the benefit of any third party
(except as aforesaid).

13.10 Counterparts. This Agreement may be executed in counterparts, including by e-

mail of a scanned signature page, each of which shall constitute an original, but all of which,
when taken together, shall constitute but one instrument.

13.11 Duties. To the fullest extent permitted by law and notwithstanding any other
provision of this Agreement or in any agreement contemplated herein or applicable provisions of
law or equity or otherwise, whenever in this Agreement a Person is permitted or required to
make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or
latitude, such Person shall be entitled to consider only such interests and factors as it desires,
including its own interests, and shall have no duty or obligation to give any consideration to any
interest of or factors affecting the Partnership or any other Person, or (ii) in its “good faith” or
under another express standard, such Person shall act under such express standard and shall not
be subject to any other or different standard. To the extent that, at law or in equity, a Person has
duties (including fiduciary or statutory duties) and liabilities relating thereto to the Partnership or

- 33 -
to any Partner, such Person acting under this Agreement shall not be liable to the Partnership or
any Partner for its good faith reliance on the provisions of this Agreement. The provisions of
this Agreement, to the extent that they restrict the duties and liabilities of a Person otherwise
existing at law or in equity, are agreed by the parties hereto to replace such other duties and
liabilities of such Person.

13.12 Confidentiality. Unless otherwise approved in writing by the General Partner,

each Limited Partner agrees to keep confidential, and not to make any use of (other than for pur-
poses reasonably related to its Interest in the Partnership or for purposes of filing such Limited
Partner’s tax returns or immigration filings or for other routine matters required by law) nor to
disclose to any Person, any information or matter relating to the Partnership and its affairs and
any information or matter related to the Investment (other than disclosure to such Limited
Partner’s employees, agents, advisors, or representatives) (each such Person being hereinafter
referred to as an “LP Authorized Representative”), except that a Person who is not subject to the
direction or control of such Limited Partner will not constitute an LP Authorized Representative
unless such Person shall agree for the benefit of the Partnership and the General Partner to be
bound by a confidentiality undertaking on substantially the same terms as set forth in this Section
13.12); provided that such Limited Partner and its LP Authorized Representatives may make
such disclosure to the extent that (i) the information being disclosed is publicly known at the
time of any proposed disclosure by such Limited Partner or LP Authorized Representative, (ii)
the information subsequently becomes publicly known through no act or omission of such
Limited Partner or LP Authorized Representative, (iii) the information otherwise is or becomes
legally known to such Limited Partner other than through disclosure by the General Partner or
the Partnership, (iv) such disclosure, in the opinion of legal counsel (which may be inside
counsel) of such Limited Partner or LP Authorized Representative, is required by law, or (v) such
disclosure is in connection with any litigation or other proceeding between any Limited Partner
and the General Partner and/or the Partnership; provided, further, that each Limited Partner will
be permitted, after notice to the General Partner, to correct any false or misleading information
that may become public concerning such Limited Partner’s relationship to the General Partner,
the Partnership, or any Person in which the Partnership holds, or contemplates acquiring, an
investment. Prior to making any disclosure required by law, each Limited Partner shall notify
the General Partner of such disclosure and advise the General Partner as to the opinion referred
to above. Prior to any disclosure to any LP Authorized Representative, each Limited Partner
shall advise such LP Authorized Representative of the obligations set forth in this Section 13.13,
inform such LP Authorized Representative of the confidential nature of such information and
direct such LP Authorized Representative to keep all such information in the strictest confidence
and to use such information only for purposes relating to such Limited Partner’s Interest.

13.13 Jurisdiction and Service of Process. THE PARTNERSHIP AND EACH

PARTNER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED IN THE STATE OF WASHINGTON, AND IRREVOCABLY AGREES
THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE APPLICABLE SUBSCRIPTION AGREEMENT(S) BETWEEN THE
COMPANY AND SUCH PARTNER, ANY INVESTOR LETTER OF SUCH PARTNER
REFERRED TO IN SUCH SUBSCRIPTION AGREEMENT(S), AND ALL OTHER
DOCUMENTS OR TRANSACTIONS AND ANY OTHER DEALINGS BETWEEN THE
PARTNERSHIP AND SUCH PARTNER RELATING TO THE SUBJECT MATTER HEREOF

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OR THEREOF WHICH MAY BE LITIGATED MAY BE LITIGATED IN SUCH COURTS.
EACH OF THE PARTNERSHIP AND EACH PARTNER ACCEPTS FOR SUCH PARTY
AND IN CONNECTION WITH SUCH PARTY’S PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION HEREWITH OR
THEREWITH. EACH OF THE PARTNERSHIP AND EACH PARTNER HEREBY
IRREVOCABLY CONSENTS TO THE FULLEST EXTENT PERMITTED BY LAW TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF, BY
CERTIFIED MAIL (RETURN RECEIPT REQUESTED), TO SUCH PARTY AT ITS
ADDRESS AS SET FORTH IN SECTION 12.1 HEREOF, SUCH SERVICE TO THE
FULLEST EXTENT PERMITTED BY LAW TO BE DEEMED EFFECTIVE THIRTY (30)
DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT OF ANY PARTY TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY
IN THE COURTS OF ANY OTHER JURISDICTION.

13.14 Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

EACH OF THE PARTNERSHIP AND EACH PARTNER HEREBY WAIVES SUCH PARTY’S
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, THE APPLICABLE SUBSCRIPTION AGREE-
MENT(S) BETWEEN THE PARTNERSHIP AND SUCH PARTNER, ANY INVESTOR
LETTER OF SUCH PARTNER REFERRED TO IN SUCH SUBSCRIPTION AGREE-
MENT(S), AND ALL OTHER DOCUMENTS OR TRANSACTIONS AND ANY OTHER
DEALINGS BETWEEN THE PARTNERSHIP AND SUCH PARTNER RELATING TO THE
SUBJECT MATTER HEREOF OR THEREOF. EACH OF THE PARTNERSHIP AND THE
PARTNER ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND
WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON
LAW AND STATUTORY CLAIMS. EACH OF THE PARTNERSHIP AND EACH PARTNER
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE
OTHER PARTY’S DECISION TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH PARTY HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT, THE APPLICABLE SUBSCRIPTION AGREEMENT(S) BETWEEN THE
PARTNERSHIP AND SUCH PARTNER, AND ALL OTHER DOCUMENTS OR
TRANSACTIONS AND ANY OTHER DEALINGS BETWEEN THE PARTNERSHIP AND
SUCH PARTNER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF AND
THAT EACH PARTY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR
RELATED FUTURE DEALINGS. EACH OF THE PARTNERSHIP AND EACH PARTNER
FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS
WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT SUCH PARTY
KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS

- 35 -
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THAT THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS
AGREEMENT, THE APPLICABLE SUBSCRIPTION AGREEMENT(S) BETWEEN THE
PARTNERSHIP AND SUCH PARTNER, AND ALL OTHER DOCUMENTS OR
TRANSACTIONS AND ANY OTHER DEALINGS BETWEEN THE PARTNERSHIP AND
SUCH PARTNER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF. IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.

THE GENERAL PARTNER:

EB5U NYC, LLC

a Washington limited liability company

By:
Bradford Stedem
President

THE ORIGINAL LIMITED PARTNER:

Bradford Stedem

THE LIMITED PARTNERS:

Each person who shall sign a Limited

Partner Signature Page in the form attached
hereto as Exhibit A and whose signature
page hereto shall be accepted by the
Partnership.

- 36 -
 EXHIBIT A

LIMITED PARTNER SIGNATURE PAGE

SIGNATURE PAGE TO THE LIMITED PARTNERSHIP AGREEMENT OF

EB5 UNITED NYC VI, LP
DATED AS OF JUNE 29, 2017

IN WITNESS WHEREOF, the undersigned has executed and delivered this

Agreement on __________ __, 20__.

Name of the Limited Partner (Please type or print)

By:
Name:

Name of spouse of the Limited Partner (Please type

or print) (if applicable)

By:
Name:

CAPITAL CONTRIBUTION AMOUNT: $500,000

Accepted, as of the date first written above:

EB5 United NYC VI, LP,

a Washington limited partnership

By: EB5U NYC, LLC

General Partner

By: _________________________
Bradford Stedem
President

- 37 -
 LIMITED PARTNER SIGNATURE PAGE FOR MINOR INVESTOR

SIGNATURE PAGE TO THE LIMITED PARTNERSHIP AGREEMENT OF

EB5 UNITED NYC VI, LP
DATED AS OF JUNE 29, 2017

IN WITNESS WHEREOF, the undersigned has executed and delivered this

Agreement on __________ __, 20__.

By: ___________________________ ___________________________

(Print Name of Parent) (Print Name of Minor)
as custodian for

______________________________ ___________________________
(Print Name of Minor) (Signature of Minor)
under the Washington Uniform
Transfers to Minors Act

_______________________________
(Signature of Parent)

CAPITAL CONTRIBUTION AMOUNT: $500,000

Accepted, as of the date first written above:

EB5 United NYC VI, LP,

a Washington limited partnership

By: EB5U NYC, LLC

General Partner

By: _________________________
Bradford Stedem
President

- 38 -
 EXHIBIT B

SCHEDULE OF PARTNERS

[Attached.]

SCHEDULE OF PARTNERS TO THE LIMITED PARTNERSHIP AGREEMENT OF EB5 UNITED NYC VI, LP
 TABLE OF CONTENTS

Page

ARTICLE I THE PARTNERSHIP ...................................................................................... 1

1.1 Formation; Continuation ........................................................................................ 1
1.2 Name ...................................................................................................................... 1
1.3 Principal Place of Business .................................................................................... 2
1.4 Purposes and Powers.............................................................................................. 2
1.5 Registered Office and Agent .................................................................................. 2
1.6 Fiscal and Taxable Year......................................................................................... 2
1.7 Term ....................................................................................................................... 2
1.8 Filings .................................................................................................................... 2
ARTICLE II DEFINITIONS ................................................................................................. 2
ARTICLE III CAPITAL CONTRIBUTIONS; JOB ALLOCATION ................................. 10
3.1 Closings; Acceptance of Subscriptions................................................................ 10
3.2 Capital Contributions ........................................................................................... 11
3.3 No Right to Redemption of Interests or Return of Capital Contributions ........... 12
3.4 Uncertificated Interests ........................................................................................ 13
3.5 Limitation on Liability of Limited Partners ......................................................... 13
3.6 Interest.................................................................................................................. 13
3.7 Negative Capital Accounts .................................................................................. 13
3.8 Job Allocation ...................................................................................................... 13
ARTICLE IV DISTRIBUTIONS ......................................................................................... 14
4.1 Distributions......................................................................................................... 14
4.2 Administrative Fee ............................................................................................... 15
4.3 Amounts Withheld ............................................................................................... 15
4.4 Pro Rata Calculation ............................................................................................ 15
4.5 Authorization to Reinvest .................................................................................... 15
ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES ........................................... 16
5.1 Losses ................................................................................................................... 16
5.2 Profits ................................................................................................................... 16
5.3 Special Allocations .............................................................................................. 16

-i-
 TABLE OF CONTENTS
(continued)
Page

ARTICLE VI MANAGEMENT ........................................................................................... 19

6.1 Management; Authority of the General Partner................................................... 19
6.2 Participation by Limited Partners ........................................................................ 21
6.3 Filing of Schedules, Reports, Etc......................................................................... 22
6.4 Business with Affiliates ....................................................................................... 22
6.5 Removal of General Partner................................................................................. 22
ARTICLE VII EXPENSES AND FEES ................................................................................ 22
7.1 Operating Expenses ............................................................................................. 22
7.2 Organizational Expenses...................................................................................... 24
ARTICLE VIII EXCULPATION AND INDEMNIFICATION ............................................. 24
8.1 Exculpation and Indemnification ......................................................................... 24
8.2 Exclusive Jurisdiction .......................................................................................... 25
ARTICLE IX BOOKS AND RECORDS ............................................................................. 25
9.1 Books and Accounts ............................................................................................ 25
9.2 Reports to Partners ............................................................................................... 26
9.3 Tax Matters .......................................................................................................... 26
ARTICLE X TRANSFERABILITY OF A PARTNER’S INTEREST .............................. 27
10.1 Restrictions on Transfer ....................................................................................... 27
10.2 Expenses of Transfer; Indemnification ................................................................ 27
10.3 Recognition of Transfer ....................................................................................... 28
10.4 Effect of Transfer ................................................................................................. 28
ARTICLE XI DISSOLUTION ............................................................................................. 29
11.1 Events of Dissolution ........................................................................................... 29
11.2 Cancellation of Certificate ................................................................................... 30
11.3 Compliance With Timing Requirements of Regulations ..................................... 30
11.4 Termination .......................................................................................................... 30
ARTICLE XII NOTICES; POWER OF ATTORNEY .......................................................... 30
12.1 Method of Notice ................................................................................................. 30
12.2 Routine Communications; Wire Transfers .......................................................... 31
12.3 Power of Attorney ................................................................................................ 31

-ii-
 TABLE OF CONTENTS
(continued)
Page

ARTICLE XIII GENERAL PROVISIONS ............................................................................ 32

13.1 Entire Agreement ................................................................................................. 32
13.2 Amendment .......................................................................................................... 32
13.3 Approvals ............................................................................................................. 32
13.4 Governing Law .................................................................................................... 33
13.5 Captions ............................................................................................................... 33
13.6 Successors ............................................................................................................ 33
13.7 Severability .......................................................................................................... 33
13.8 Gender and Number ............................................................................................. 33
13.9 Third-Party Rights ............................................................................................... 33
13.10 Counterparts ......................................................................................................... 33
13.11 Duties ................................................................................................................... 33
13.12 Confidentiality ..................................................................................................... 34
13.13 Jurisdiction and Service of Process...................................................................... 34
13.14 Trial ...................................................................................................................... 35

-iii-
 EB5 UNITED NYC VI, LP SUBSCRIPTION AGREEMENT

EB5 United NYC VI, LP

535 SE Washington Street
Hillsboro, Oregon 97123-4142

Ladies and Gentlemen:

This Subscription Agreement (hereafter, this “Agreement”) is made by the under-

signed investor (hereafter, the “Investor”) who is subscribing and agreeing to acquire
from EB5 United NYC VI, LP, a Washington limited partnership (hereafter, the “Part-
nership”), the number of units (hereafter, each a “Unit” and collectively, the “Units”) of
limited partner interests of the Partnership (hereafter, the “Interests”) set forth below in
Section V, Paragraph O, of this Agreement, at a subscription price of Five Hundred and
Fifty Thousand Dollars ($550,000) per Unit (hereafter, the “Subscription Price”),
pursuant to the terms and conditions set forth in this Agreement. All dollar amounts
contained herein are in currency of the United States.

I. PURCHASE OF UNITS

A. Agreement to Purchase Units. Subject to the terms and conditions

hereof, the Investor hereby irrevocably subscribes for and agrees to purchase one (1)
Unit. The Investor further agrees that the Investor will not be admitted as a Limited
Partner of the Partnership except in accordance with the terms and conditions of this
Agreement and the Limited Partnership Agreement of the Partnership dated as of June
29, 2017 (hereafter, the “Limited Partnership Agreement”). The Investor understands
that the Partnership intends to use the Investor’s Capital Contribution, together with the
Capital Contributions of other Investors to make a loan (the “Loan”) to Nine Orchard
Partners, LLC, a Delaware limited liability company (the “Project Company”) for the
development, construction, and operation of an approximately 116-room luxury hotel
located at 9 Orchard Street, New York, New York (the “Project”).

B. Allocation of Subscription Price. The Investor acknowledges and agrees

that the net Subscription Price of Five Hundred and Fifty Thousand Dollars ($550,000)
paid by the Investor for each Unit so subscribed for by the Investor shall be allocated
as follows: (i) Five Hundred Thousand Dollars ($500,000) 1 of the Subscription Price will
be deemed contribution of capital to the Partnership (hereafter, the “Capital Contri-
bution”), and (b) Fifty Thousand Dollars ($50,000) 2 of the Subscription Price will be

1
If the minimum investment amount required to be invested by an investor to comply with the EB-5
Immigrant Investor Program is increased, though legislative action or United States Citizenship and
Immigration Services (“USCIS”) rulemaking, then the Capital Contribution amount will be automatically
increased to such minimum investment amount required to allow investment in the Partnership to satisfy the
minimum requirements of the EB-5 Program.
2
If the minimum investment amount required to be invested by an investor to comply with the EB-5
Immigrant Investor Program is increased, though legislative action or USCIS rulemaking, then the Partner-
ship may increase the amount of the Administrative Fee. Depending on the particular circumstances of
the Investor, the General Partner or, with the General Partner’s authorization, the broker procuring
the Investor may agree to lower the Administrative Fee amount for that Investor.

December 15, 2017 v9 1

deemed payment of an “administrative expense fee” (hereafter, the “Administrative
Fee”) to an Escrow Account (as defined below), which will not be counted towards
the Investor’s Capital Contribution. The Investor acknowledges that the Partnership
intends to use the Administrative Fees to directly pay for, or to pay or reimburse EB5U
NYC, LLC, a Washington limited liability company, the General Partner of the Partner-
ship (hereafter, the “General Partner”) for, the fees and expenses of the offering of the
interests, the organizational expenses of the Partnership, the Partnership’s operating
expenses, and the General Partner’s management fee, all as more particularly described
in the Confidential Private Offering Memorandum of the Partnership, dated as of September
29, 2017, to which this Agreement is attached (hereafter, the “Memorandum”).

C. Payment of Subscription Price. The Investor shall pay the Subscription

Price for each Unit by wire transfer to the “Escrow Account” (as hereinafter defined)
designated in the instructions provided to the Investor concurrently with this Agreement.
The Investor’s Subscription Price shall be paid concurrently with the delivery of this
Agreement (fully executed by the Investor), the Investor Counterpart Signature Page
(fully executed by the Investor) attached hereto as Attachment “A,” the Escrow
Acknowledgement form (fully executed by the Investor) attached hereto as Attachment
“B,” the Anti-Money Laundering Certification (fully executed by the Investor) attached
hereto as Attachment “C,” the Spousal Consent form (completed by the spouse of the
Investor, if applicable) attached hereto as Attachment “D,” and the Investor
Questionnaire (fully executed by the Investor) previously provided to the Investor, to the
offices of the Partnership, at the address listed above. The Subscription Price paid by the
Investor will be deposited into an escrow bank account (“Escrow Account”) established
by the Partnership at a commercial bank (“Escrow Agent”), as authorized by the General
Partner (in its sole discretion), which is anticipated to be Customers Bank, and the
Capital Contributions and Administrative Fees will each be tracked electronically and
remain distinguishable. The Capital Contribution deposited into the Escrow Account by
the Investor will be released to the Partnership from the Escrow Account first to an
account of the Partnership anticipated to be held at Customers Bank (the “Disbursement
Account”) and then deposited into the Partnership’s draw-down account (the “Draw-
Down Account”) once the following have been met: (i) the Partnership has received
written confirmation from the Investor’s immigration counsel that such Investor has filed
his or her Form I-526 “Immigrant Petition by Alien Entrepreneur” (“I-526 Petition”) with
USCIS, or in the event that there is a moratorium on filing I-526 Petitions with USCIS,
then the Partnership has received a letter from the Investor’s immigration counsel that the
Investor’s I-526 Petition is ready for submission to USCIS, subject to any guidance
USCIS may issue about additional requirements or procedures for filing I-526 Petitions at
the end of any such moratorium, (ii) the Investor’s Five Hundred Thousand Dollar
($500,000) Capital Contribution and full Administrative Fee are deposited in the Escrow
Account, and (iii) the Investor has fulfilled all subscription requirements as described in
this Agreement and the Partnership has accepted, and has not revoked, the Investor’s
subscription at the time the Investor’s I-526 Petition is filed, or in the event that there is a
moratorium on filing I-526 Petitions with USCIS, at the time the Partnership has received
a letter from the Investor’s immigration counsel that the Investor’s I-526 Petition is ready
for submission to USCIS, subject to any guidance USCIS may issue about additional
requirements or procedures for filing I-526 Petitions at the end of any such moratorium;
alternatively, such amount shall be released from escrow and returned to the Investor as
set forth in Section I, Paragraph E(1) below. That portion of the Subscription Price that
December 15, 2017 v9 2
constitutes the Administrative Fee shall be released from the Escrow Account through the
Disbursement Account to the Partnership, or returned to the Investor in accordance with
the terms set forth in Section I, Paragraph E(2) below.

D. Admittance as a Limited Partner. Provided that the prospective Limited

Partner’s Subscription and Limited Partnership Agreements are executed and accepted,
the Investor will be admitted as a Limited Partner upon (i) the Partnership having
received from the Investor’s immigration attorney written confirmation of the filing of
the Investor’s I-526 Petition with USCIS, (ii) the Partnership having received the
Limited Partner’s Five Hundred Thousand Dollar ($500,000) Capital Contribution and
Fifty Thousand Dollar ($50,000) Administrative Fee from escrow through the
Disbursement Account to the Draw-Down Account, and (iii) the Investor having fulfilled
all other subscription requirements.

The Investor’s subscription will not be deemed accepted until the General Partner
has notified the Investor that it has accepted the subscription herein by delivering to the
Investor a copy of this Agreement signed by the General Partner on behalf of the
Partnership. Further, the Investor agrees that the General Partner may reject any
subscription for any reason, in its sole discretion, and in particular, from any proposed
subscriber who fails to meet certain investor suitability requirements set forth in the
Memorandum, Section II of this Agreement and in the Limited Partnership Agreement.

By executing this Agreement, the Investor (i) acknowledges (A) the receipt of the
Memorandum, (B) the receipt of a true and correct copy of the Limited Partnership
Agreement, and (C) that he or she has carefully read and understands and is familiar with
the contents of the Memorandum, the Limited Partnership Agreement, and this Agreement,
including, without limitation, the investment terms, the risks involved, including
immigration risks, the restrictions on transferability of the Units, how available cash will
be distributed among the Limited Partners of the Partnership, and the fees and
compensation to be paid to the General Partner, and (ii) adopts, accepts, and agrees to be
bound by the terms of the Limited Partnership Agreement and to perform all obligations
therein imposed upon a Limited Partner of the Partnership.

E. Refund of Subscription Price.

1. Refund of Capital Contribution.

The Capital Contribution will be refunded to the Investor only as follows:

(i) In the event that the Investor’s subscription is not accepted, the Offering is
canceled or terminated, or the conditions necessary to close the Offering are not satisfied
or waived, then the Partnership will instruct the escrow holder to return the Investor’s
Capital Contribution or, if such amount has already been released from escrow to the
Partnership through the Disbursement Account to the Draw-Down Account, then the
Partnership will use Available Draw-Down Account Funds (as such term is defined in the
following paragraph) to return the Capital Contribution to the Investor, in all cases
without interest or deduction.

(ii) In the event that the Investor’s I-526 Petition is denied by USCIS, except in

December 15, 2017 v9 3

the case of the Investor’s fraud, misrepresentation, failure to cooperate with USCIS,
abandonment of the I-526 Petition by such Investor, or a failure to timely file or reason-
ably prosecute the I-526 Petition, or the Project has received “project denial” by USCIS,
then the Partnership will instruct the escrow holder to return the Investor’s Capital Contri-
bution or, if such amount has already been released from escrow to the Partnership
through the Disbursement Account to the Draw-Down Account, then the Partnership will
use Available Draw-Down Account Funds to return the Capital Contribution to the
Investor, in all cases without interest or deduction, provided that the Investor provides a
written request to the Partnership within sixty (60) days after the Investor receives notice
of the denial of the I-526 Petition, within sixty (60) days after the Investor receives notice
of the resolution of the appeal of the I-526 Petition denial, if the Investor takes such an
appeal, or within sixty (60) days after the Investor receives notice of ”project denial.” If
the amount (if any) received by the Investor, either from the escrow account or the
Partnership’s Draw-Down Account (in such order), is not sufficient to refund the
Investor’s entire Capital Contribution, then the Partnership shall use commercially
reasonable efforts to return the Investor’s Capital Contribution without interest or
deduction. If after using such commercially reasonable efforts, the Partnership is unable
to return the Investor’s Capital Contribution, and if the Project Company is not able to
repay a portion of the Loan to return the Investor’s Capital Contribution, then the Partner-
ship shall use commercially reasonable efforts to obtain funds pursuant to an I-526 Denial
Agreement between RECP Fund IV, L.P., a Delaware limited partnership and affiliate of
the Project Company, and the Partnership. “Available Draw-Down Account Funds” are
funds provided to the Draw-Down Account either from the Project Company’s repayment
of a portion of the Loan or from RECP Fund IV, L.P. pursuant to the I-526 Denial Agree-
ment, and not the Capital Contributions of other Investors released from the escrow
account through the Disbursement Account to the Draw-Down Account. Please see the
Memorandum for more information about this agreement.

In all cases where the Partnership will use commercially reasonable efforts to
refund the Capital Contribution to the Investor, the Investor recognizes that the Investor’s
Capital Contribution may be part of the Partnership’s Loan to the Project Company as
set forth in the Memorandum in which case, if the Partnership cannot return the
Investor’s Capital Contribution, the Investor may have to wait until the repayment of the
Loan and will be treated as a Limited Partner of the Partnership.

In no other event will the Capital Contribution be returned to the Investor prior to
return of the Investment (as described in the Memorandum), including without limitation
upon an adverse determination of the Investor’s I-829 “Petition by Entrepreneur to
Remove Conditions” (“I-829 Petition”) by USCIS.

2. Refund of Administrative Fee. Each purchaser of a Unit is required to pay

the Administrative Fee of $50,000 per Unit, which fee will be paid into the Escrow
Account. Promptly after deposit, the Administrative Fee will be released from the Escrow
Account through the Disbursement Account to the Partnership.

In the event that an Investor’s subscription is not accepted, or the Offering is

canceled or terminated, or the conditions necessary to close the Offering are not satisfied
or waived, or an Investor’s I-526 Petition is denied by USCIS (except for reasons of fraud,
misrepresentation, failure to cooperate with USCIS, abandonment of the I-526 Petition by
December 15, 2017 v9 4
such Investor, or a failure to timely file or reasonably prosecute the I-526 Petition), then
the Partnership will use commercially reasonable efforts return the Investor’s Administrative
Fee, without interest or deduction. In the event that an Investor’s I-526 Petition is denied
by USCIS for reason of fraud, misrepresentation, failure to cooperate with USCIS, or
abandonment of or failure to timely file or reasonably prosecute the I-526 Petition by the
Investor, the Administrative Fee will not be returned to the Investor. In the event the
Partnership does not have sufficient funds to refund the entire Administrative Fee of the
Investor, the Partnership may try to obtain such funds by having the emigration consultant
or broker refund to the Partnership the commissions that it received for procuring such
Investor

F. Return of Documents. If the Partnership rejects the subscription herein,

or if the Investor’s I-526 Petition is denied, (i) the Investor shall immediately return to the
General Partner all documents (including all copies and electronic versions) provided to
the Investor, including without limitation the Memorandum, its attachments, this
Agreement, and the Limited Partnership Agreement, and (ii) upon the return of such
items, the General Partner shall return all signature pages that the Investor has
executed and/or provided.

G. Investment Overview. The Investor acknowledges and agrees that the

purchase of the Units is a long-term investment with risk, and with no defined
redemption option other than the completion of the investment as described in the
Memorandum and the Limited Partnership Agreement.

H. EB-5 Investors.

1. Independent Counsel. The Investor acknowledges and agrees that (i) the
Investor has been advised to obtain independent legal counsel for immigration processing
and other legal matters in connection with the purchase of the Units, including, without
limitation, the review of the Memorandum, the Limited Partnership Agreement, and this
Agreement, and the Investor has engaged immigration counsel reasonably acceptable to
the Partnership, (ii) the Investor shall be responsible for payment of all legal fees and
costs associated with the aforementioned legal matters, and (iii) the Partnership and the
General Partner have absolutely no responsibility or duty to provide, and shall not
provide, legal, accounting, immigration or tax advice or any other professional service to
the Investor.

2. Filing the Immigration Petition. Upon the payment of the Subscription

Price and delivery of the executed documents, as set forth in Section I, Paragraph C
above, the Investor agrees to use his or her good faith, diligent efforts (not to exceed 60
days from subscribing to acquire a Unit) to proceed with the filing of an I-526 Petition
with USCIS. The General Partner agrees to reasonably assist the Investor and the
Investor’s legal counsel for the filing of the Investor’s I-526 Petition and, if applicable,
I-829 Petition; provided, however, that under no circumstances shall the Partnership
and/or the General Partner have any obligation to file any immigration petition or
application on behalf of the Investor nor pay for any legal or other fees incurred by
the Investor in connection therewith. When the Investor’s legal counsel receives written
confirmation from USCIS that the Investor has filed an I-526 Petition with USCIS, the
Investor shall cause such legal counsel to promptly send a copy of such written
December 15, 2017 v9 5
confirmation to the Partnership.

3. Additional Immigration Undertakings. Following the filing of the I-526

Petition, the Investor shall: (i) diligently prosecute the I-526 Petition and complete the visa
process; (ii) before and during the petition process, provide to the General Partner such
information as the General Partner may require confirming that the funds to be
invested by the Investor were lawfully obtained, together with such other documents as
the General Partner may reasonably require (which requirement may be met by
providing a letter addressed to it from a recognized and qualified firm of accountants
licensed to practice in the jurisdiction in which the Investor resides, in form,
substance and from a firm of accountants or other professionals acceptable to the
General Partner); and (iii) diligently file and prosecute an I-829 Petition within twenty-
one (21) to twenty-four (24) months after the date that conditional permanent residency
status is obtained.

4. Escrow Related Documents. Along with the completed subscription

documents, (i) a photocopy of Investor’s passport, (ii) a secondary form of identification
(one of the following: 1) United States issued Visa, 2) Credit Card, 3) Student
Identification Card, 4) Workplace Identification Card, 5) Foreign Driver’s License, or 6)
Foreign Government Issued Identification Card), (iii) W-8BEN Form, and (iv) a
completed Source of Funds Form.

I. Restrictions on Transferability. The Investor realizes that the Units are

not, and will not be, registered under the Securities Act of 1933, as amended (the “Act”),
or the securities laws of any states, in reliance upon the limited offering exemption
provided by either Regulation S or Regulation D, as applicable, promulgated under the
Act. The Investor further agrees that the Units will not be sold, offered for sale,
transferred, pledged, hypothecated, or otherwise disposed of except in compliance with
the Act and applicable state securities laws and the restrictions of the Limited Partnership
Agreement, which has a general prohibition on the transfer of the Units without the
General Partner’s consent subject to limited exceptions. The Investor understands that
any sale, transfer, pledge, hypothecation, or other disposition of the Units may require in
some states’ specific approval by the appropriate governmental agency or commission in
such states. The Investor has been advised that the Partnership has no obligation, and
does not intend, to cause the Units to be registered under the Act or to comply with the
requirements for any exemption under the Act, including, but not limited to, those
provided by Rule 144 and Rule 144A promulgated under the Act, which would permit
the Units to be sold by the Investor if certain specific conditions have been met. The
Investor understands that it is not anticipated that there will be any market for resale of
the Units and that the transfer of the Units is specifically restricted under the Limited
Partnership Agreement, this Agreement and the Act, and may be restricted by applicable
state securities laws and/or securities laws of foreign jurisdictions. The Investor
understands the legal consequences of the foregoing to mean that the Investor must bear
the economic risk of his or her investment in the Partnership for an indefinite period of
time. The Investor understands that any instrument representing the Units may bear
legends restricting the transfer thereof. The Investor agrees to comply with the applicable
restrictions on and conditions to transfer of such Investor’s Units set forth herein and in
the Limited Partnership Agreement.

December 15, 2017 v9 6

 J. Irrevocability; Binding Effect. The Investor hereby acknowledges and
agrees that the subscription hereunder is irrevocable, that the Investor is not entitled to
cancel, terminate or revoke this Agreement or any agreements of the Investor thereunder
and that this Agreement and such other agreements shall survive the death or disability of
the Investor and, subject to Section V, Paragraph K, of this Agreement, shall be binding
upon and inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives, and assigns.

K. Broker-Dealer. The Investor understands and acknowledges that the

Partnership may engage a broker-dealer to act as the Partnership’s financial advisor and
selling agent for the Offering and the subsequent loan to the Project Company. Further,
the Partnership may engage an investment advisor to act as an investment advisor with
respect to the loan to the Project Company. If either is engaged to perform such services
for the Partnership, Investors acknowledge that no Investment proceeds will be used to
pay any such fees; instead, those fees will be paid from other financial sources available
to the Project Company, its affiliates or the Partnership.

II. REPRESENTATIONS AND WARRANTIES

In order to induce the Partnership to accept Investor’s subscription and to admit

the Investor as a Limited Partner in compliance with the Limited Partnership the
Agreement, Investor hereby represents and warrants to the Partnership, the General
Partner, and their respective affiliates, members, managers, officers, employees, represen-
tatives, andagents, as follows:

A. That the offer to sell the Units was directly communicated to the Investor
by the Partnership through the Memorandum, presentation of this Agreement, the Limited
Partnership Agreement, and meetings with the General Partner in such a manner that the
Investor was able to ask questions of and receive answers from the Partnership or a
person authorized to act on its behalf concerning the terms and conditions of this
investment. The Investor understands and agrees that any information that may have
been provided to the Investor, and any meetings that may have been previously conducted
that the Investor attended, relating to the purchase of Units (i) were for informational
purposes only and to provide the Investor with the opportunity to inquire about the
purchase of the Units, and (ii) do not constitute any form of leaflet, public promotional
meeting, newspaper or magazine article or advertisement, radio or television
advertisement, or any other form of advertising or general solicitation with respect to
the sale of the Units. At no time was the Investor presented with or solicited by or
through any leaflet, public promotional meeting, newspaper or magazine article or
advertisement, television or radio advertisement or any other form of general solicitation
or advertising.

B. The Investor is the sole and true party in interest and is not subscribing for
the benefit of any other person.

C. That the Units are being purchased for Investor’s own account solely for
investment, and with no present intention to distribute any of the Units to any other
person, and the Investor is not participating, directly or indirectly, in a distribution of
such Units and will not take, or cause to be taken, any action that would cause the
December 15, 2017 v9 7
Investor to be deemed an “underwriter” of such Units as defined in Section 2(a)(11) of
the Act.

D. The Investor acknowledges that he or she has fully and carefully read all
the materials included in the Memorandum (including the Exhibits thereto), this Agree-
ment, the Investor Eligibility Questionnaire and the Limited Partnership Agreement. The
Investor also acknowledges that the offer and sale of Units to Investor were based on the
representations and warranties of the Investor in this Agreement, the Investor Eligibility
Questionnaire and the Limited Partnership Agreement, and acknowledges that he or she
has been advised to seek his or her own legal, tax, financial and immigration counsel to
assist him or her in evaluating the merits and risks of this investment. The Investor
acknowledges that the Partnership has given him or her and all of his or her advisers and
counselors access to all information relating to the business of the Partnership that they or
anyone of them has requested. The Investor acknowledges that he or she has sufficient
knowledge, financial and business experience concerning the affairs and conditions of the
Partnership so that he or she can make a reasoned and informed decision as to this
investment in the Partnership and is capable of evaluating the merits and risks of this
investment in the Units and does not require the use of a “purchaser representative.”

E. The Investor understands that if a “purchaser representative” is used, the

purchaser representative has such knowledge and experience in financial and business
matters that he or she is capable of evaluating, alone, or together with other “purchaser
representatives” of the Investor, or together with the Investor, the merits and risks of an
investment in the Units, and satisfies such other conditions required under applicable law,
including Rule 501(i) of Regulation D promulgated under the Act.

F. The Investor understands that the Units are not being registered under the
Act in reliance upon the exemptions provided by either Regulation S or Regulation D, as
applicable, promulgated pursuant to the Act, and that the Partnership is basing its
exemption in part on the representations, warranties, statements and agreements
contained herein, the Investor Eligibility Questionnaire, the Limited Partnership
Agreement and those of other subscribers contained in other subscription agreements.

G. The Investor represents that he or she:

1. understands and acknowledges that the Partnership has neither filed such a
registration statement with the United States Securities and Exchange Commission
(hereafter, the “SEC”) or any state authorities nor agreed to do so, nor contemplates
doing so in the future, and in the absence of such a registration statement or exemption,
Investor may have to hold the Units indefinitely and may be unable to liquidate them in
case of an emergency;

2. understands and acknowledges that the Partnership is not obligated and

does not propose to furnish the Investor with information necessary to enable it to be able
to make sales under Rule 144 of the Act; and

3. understands and agrees that the neither the Partnership nor the General
Partner (nor any of its members, managers, officers, employees or representatives) has
provided any tax or legal counsel (including any advice with respect to immigration laws)
December 15, 2017 v9 8
to the Investor.

H. The Investor further represents that:

1. he or she is not a citizen of the United States;

2. he or she is not a “U.S. Person” (as hereafter defined), and (i) the Units are
not being purchased for the account or the benefit of a U.S. Person, (ii) at the time the
buy order for the Units is originated, he or she will be outside the United States in accord-
ance with Regulation S, promulgated under the Act, (iii) he or she will not enter into any
discussions regarding the acquisition of the Units, and is not acquiring the Units, while in
the United States (except as permitted under Regulation S), (iv) he or she is acquiring the
Units without (A) any directed selling efforts made in the United States by the Partnership,
the General Partner, a distributor of the Partnership and/or the General Partner, any of
their respective affiliates, or any persons acting on behalf of any of the foregoing, and (B)
any advertisement or publication by the Partnership in the United States in violation of
Regulation S, and (v) any resale of a Unit must be made in accordance with Regulation
S, if permitted by the Limited Partnership Agreement, as promulgated under the Act; and

3. he or she is an “accredited investor” as that term is defined in Rule 501(a)

of Regulation D, promulgated under the Act, because the Investor is one of the following:
(i) Any natural person whose individual net worth, or joint net worth with
that person’s spouse, at the time of his or her purchase exceeds $1,000,000 (the estimated
fair market value of the person’s primary residence is not included as an asset and the
amount of debt secured by the primary residence, up to the estimated fair market value of
the property, is not included as a liability. However, the amount of any debt secured by
the primary residence that is in excess of the estimated fair market value of the
primary residence is included as a liability. In addition, if the amount of debt secured by
the primary residence increased within the last 60 days (other than as a result of acquiring
the residence), then the amount of the increase is included as a liability); or

(ii) Any natural person who had an individual income in excess of $200,000
in each of the two most recent years or joint income with that person’s spouse in excess
of $300,000 in each of those years and has a reasonable expectation of reaching the same
income level in the current year.

For purposes of the foregoing, the term “U.S. Person” means (i) any natural
person resident of the United States; (ii) any partnership or corporation organized or
incorporated under the laws of the United States; (iii) any estate of which any executor or
administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v)
any agency or branch of a foreign entity located in the United States; (vi) any non-
discretionary account or similar account (other than an estate or trust) held by a dealer or
other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account
or similar account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated, or (if an individual) resident in the United States; and (viii) any
partnership or corporation if: (A) organized or incorporated under the laws of any foreign
jurisdiction; and (B) formed by a U.S. Person principally for the purpose of investing in
securities not registered under the Securities Act, unless it is organized or incorporated,
and owned, by “accredited investors” (as that term is defined in Rule 501(a) of Regulation
December 15, 2017 v9 9
D, promulgated under the Act) who are not natural persons, estates, or trusts.

I. The Investor understands that the Units have not been recommended by
any federal or state or other jurisdictional securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed or reviewed the accuracy or
determined the adequacy of the information set forth in the Memorandum, this Agree-
ment, the Limited Partnership Agreement, and any other documents provided to Investor
by the Partnership in connection with the offering of the Units.

J. The Investor understands that the Units are characterized as restricted

securities under the Act and applicable state securities laws inasmuch as they are being
acquired from the Partnership in a transaction not involving a public offering and that
under such laws and applicable regulations such securities may be transferred or resold
without registration under the Act and applicable state securities laws only in certain
limited circumstances.

K. That prior to executing this Agreement, the Investor confirms that all
documents requested of the Partnership by the Investor have been made available to the
Investor, including, without limitation, the Memorandum and the Limited Partnership
Agreement; and that Investor has been supplied with all additional information
concerning this investment that has been requested from the Partnership, but only to the
extent the Partnership has possession of or can obtain such documents or additional
information without unreasonable effort or expense.

L. The Investor has carefully considered and has, to the extent the Investor
considers necessary, discussed with the Investor’s professional legal, tax, financial and
immigration advisers the suitability of an investment in the Partnership for the Investor’s
particular tax, financial and immigration situation and the Investor warrants that the
investment does not violate the applicable laws of the non-U.S. jurisdiction in which the
Investor entered into this Agreement.

M. The Investor has adequate means of providing for current needs and
personal contingencies, and is aware that an investment in the Units is highly speculative
and subject to substantial risks. The Investor is capable of bearing the high degree of
economic risk and burden of this investment, including, but not limited to, the possibility
of the complete loss of all of his or her Capital Contribution and the limited transfera-
bility of the Units. The Investor’s overall commitment to investments that are not readily
marketable is not disproportionate to his or her net worth, and the Investor’s purchase of
the Units will not cause such overall commitment to become excessive.

N. The Investor understands that any estimates of possible revenues and

expenses of the Partnership, and the possible consequent financial returns the Partnership
could experience if such revenues and expenses were achieved, prepared by the
Partnership and provided to the Investor upon the request of the Investor, are estimates
based on a good faith belief of what the Partnership can accomplish if it is able to obtain
adequate financing and is able to commence and maintain operations in accordance with
its current business plan, which is anticipated to be a loan to the Project Company. The
assumptions and estimates are uncertain and the actual results of the Partnership will
likely vary from the projected results and could vary in a materially adverse manner. Any
December 15, 2017 v9 10
and all information and documents furnished to the Investor in connection with the
Investor’s subscription of the Units, including, without limitation, information and
documents furnished prior to the date of this Agreement, which contain any financial
information, were provided for informational purposes only and do not constitute any
representation, warranty, or guarantee with regard to the economic return which
may accrue to the Investor. The Investor agrees that no person has made any direct or
indirect representation, warranty and guarantee of any kind to the Investor with respect
to the economic return which may accrue to the Investor.

O. The Investor, in making the decision to purchase the Units subscribed for,
relied upon independent investigations made by the Investor and/or his or her purchaser
representatives (if any), and the Investor and such representatives (if any) have, prior to
any sale to the Investor, been given access and the opportunity to examine all material
books, records and documents of the Partnership.

P. THE INVESTOR EITHER READS AND UNDERSTANDS ENGLISH

OR HAD THIS AGREEMENT, THE MEMORANDUM, THE LIMITED PARTNERSHIP
AGREEMENT, AND OTHER DOCUMENTS RELATED THERETO TRANSLATED
BY A TRUSTED ADVISOR INTO A LANGUAGE THAT THE INVESTOR DOES
UNDERSTAND; PROVIDED, HOWEVER, THAT ONLY THIS AGREEMENT, THE
MEMORANDUM, AND THE LIMITED PARTNERSHIP AGREEMENT IN ENGLISH
SHALL HAVE ANY LEGAL FORCE AND EFFECT, AND ANY DOCUMENT
TRANSLATED BY ANY PERSON OR ENTITY SHALL HAVE NO FORCE OR
EFFECT AND SHALL NOT BIND THE PARTNERSHIP, THE GENERAL PARTNER
OR ANY OF THEIR RESPECTIVE AFFILIATES.

Q. The Investor understands and acknowledges that the Partnership is not

registered and does not intend to register under the Investment Company Act of 1940.
The Investor does not control, is not controlled by, and is not under common control with
any other person or entity known by the Investor to beneficially own or will beneficially
own any securities of the Partnership (including the Units).

R. Investor Cooperation. The Investor shall (i) promptly provide, or cause

its agents, affiliates, etc., to provide, to the Partnership all relevant documents, notices,
and/or information about the Investor and/or (ii) cooperate with the Partnership, or cause
its agents, affiliates, etc., to cooperate, in acquiring such documents, notices, and/or
information about the Investor as required by the Partnership or other entities involved in
the Offering to comply with the EB-5 Program and other U.S. and foreign laws,
including, but not limited to, a copy of his or her I-526 Petition before filing with USCIS,
proof of receipt of I-526 Petition filing from USCIS, I-797 Notice of Action, responses to
Requests for Evidences (RFEs), and Notices of Intent to Deny (NOIDs) about the Project,
I-526 Petition approval or denial, National Visa Center (NVC) fee bill, consular interview
notice, immigrant visa receipt, green card approval or denial, and the Investor’s foreign
and U.S. address(es).

S. The Investor acknowledges that he or she may be subject to applicable

withholding requirements under applicable federal and state laws.

T. The Investor understands that the Partnership shall, in connection with the
December 15, 2017 v9 11
Units sold pursuant to the Memorandum, issue stop transfer instructions to the
Partnership’s transfer agent, if any, with respect to such Unit, or, if the Partnership
transfers its own Units, make a notation in the appropriate records of the Partnership
prohibiting any resale, transfers or other dispositions in violation of the Limited
Partnership Agreement and this Agreement. The Investor further understands that the
certificates (if any) evidencing the Units may bear one or all of the legends set forth in
the Limited Partnership Agreement.

U. That each representation and warranty of the Investor contained herein, in

the Limited Partnership Agreement, the Investor Eligibility Questionnaire and any other
document provided to the Partnership by the Investor, and all information furnished by
the Investor to the Partnership, is true, correct and complete in all respects and may be
relied upon by the Partnership, and if there should be any change in such information
prior to the closing of the Offering of the Units and the admission of the Investor as a
Limited Partner, the Investor will immediately furnish such revised or corrected
information to the Partnership.

V. The Investor hereby agrees to indemnify and hold harmless the Partnership,
the General Partner and each of their respective partners, members, managers, officers,
directors, employees, consultants, agents, and representatives from and against any and
all liability, costs, or expenses (including reasonable attorneys’ fees) arising by reason of,
or in connection with, (i) any misrepresentation or any breach of any warranties of the
Investor contained herein, the Limited Partnership Agreement, the Investor Eligibility
Questionnaire, or any other agreement or other document furnished by the Investor to any
of the foregoing in connection with this transaction, (ii) any failure by the Investor to
fulfill any of his or her covenants or agreements set forth herein or therein, (iii) the sale or
distribution of the Units by the Investor in violation of the Securities Exchange Act of
1934, as amended, the Act, or any other applicable state, federal, or foreign jurisdictional
law, or (iv) any acts or omissions, any adverse determinations or findings of a
governmental agency, or any loss of capital. This subscription and the representations and
warranties contained herein, the Limited Partnership Agreement, the Investor Eligibility
Questionnaire, or any other agreement or other document furnished by the Investor to any
of the foregoing shall be binding upon the heirs, legal representatives, successors, and
assigns of the Investor.

W. Immigration Representations. With respect to the Investor qualifications

for immigration for purposes of the regulations to the Immigration Act of 1990 and the
Immigration and Nationality Act as amended, the Investor represents and warrants that:

1. Legal Competence. The Investor has attained the age of eighteen (18)
years and has the legal capacity and competence to execute all necessary documents in
connection with the Partnership and to take all actions required pursuant to those
documents. The Investor acknowledges the receipt of a copy of the Memorandum and is
purchasing the Unit as principal.

2. U.S. Federal Immigration Regulations. The Investor shall comply with all
the requirements, terms and conditions prescribed by USCIS in connection with the
immigration petitions submitted to it.

December 15, 2017 v9 12

 3. Physical Capacity. The Investor is in good health and is aware of no health
impairment which would likely result in the Investor’s failure to meet the minimum
health requirements stipulated under the Immigration Act of 1990, as amended, or any
other U.S. immigration regulation requirements.

4. Criminal Background. The Investor has never been convicted of any

criminal offense and knows of no material facts that would likely result in the Investor’s
failure to meet the minimum requirements for permanent residency in the United States.
If the Investor has been convicted, or becomes convicted at any time before his or her
I-829 Petition is approved, of any criminal offense, the Investor shall disclose such
offense on its immigration petitions because certain criminal offenses or convictions may
prevent the Investor's immigration approval.
5. Immigration Documents. The Investor understands the Investor will be
required to provide certain documentation to prepare and file an I-526 Petition, and an
I-829 Petition in twenty-one (21) to twenty-four (24) months after the issuance of an
immigrant visa, and in certain circumstances may also be required to prepare and file a
Form I-485 immigrant visa application.

X. No General Solicitation. The Investor is unaware of and is no way

relying on any form of general solicitation or general advertising in connection with the
Offering of the Units in the United States or in any jurisdiction where such solicitation or
advertising would be prohibited.

Y. Taxpayer Identification. The Investor shall promptly provide the

Partnership with a taxpayer identification number at the request of the General Partner or
the Partnership. Under penalty of perjury, the Investor certifies that the taxpayer
identification number supplied to the Partnership is or will be the Investor’s correct
taxpayer identification number, and that the Investor is not subject to backup withholding
under Section 3406(a)(1)(c) of the United States Internal Revenue Code, as amended.

III. PATRIOT ACT CONFIRMATION

A. The Investor agrees to provide the General Partner, promptly upon request,
all information that the General Partner reasonably deems necessary or appropriate to
comply with applicable U.S. anti-money laundering (“AML”) programs, anti-terrorist
and asset control laws, regulations, rules and orders.

B. The Investor consents to the disclosure to U.S. regulators and law enforce-
ment authorities by the General Partner and its agents, representatives and affiliates of
such information about the Investor as the General Partner reasonably deems necessary or
appropriate to comply with applicable U.S. AML, anti-terrorist and asset control laws,
regulations, rules, and orders.

C. The Investor acknowledges that if, following its investment in the

Partnership, the General Partner reasonably believes that the Investor does not meet AML
requirements or is otherwise engaged in suspicious activity or refuses to promptly
provide information that the General Partner requests, each of the General Partner and its
agents, representatives, and affiliates has the right or may be obligated to prohibit
additional investments, segregate the assets constituting the investment in accordance
December 15, 2017 v9 13
with applicable regulations, or immediately require the Investor to withdraw from the
Partnership. The Investor further acknowledges that it will have no claim against the
Partnership, the General Partner or any of their respective members, partners, managers,
officers, employees, agents, representatives or affiliates for any form of damages as a
result of any of the foregoing actions.

IV. RISK FACTORS

The following does not limit, modify, or change in any way any of the risk factors
disclosed to Investor herein, in the Memorandum and/or the Limited Partnership
Agreement. The Investor acknowledges the following risks, as well as other risks
described in the Memorandum and/or the Limited Partnership Agreement, and agrees that
such risks are not an all-inclusive listing of the business and other risks facing the
Partnership and the Investor. As with any business entity, the Partnership cannot predict
with certainty all the possible problems which may confront the Partnership’s business in
future years. It is possible that events or conditions not foreseeable at present and which
may not be subject to control by the Partnership may occur in the future and have an
adverse impact on the ability of the Partnership to carry out its business objectives in a
profitable manner.

A. General.

AN INVESTMENT IN THE PARTNERSHIP HAS CERTAIN ELEMENTS OF

RISK DIFFERENT FROM AND/OR GREATER THAN THOSE ASSOCIATED WITH
OTHER INVESTMENTS. THE HIGHER DEGREE OF RISK MAKES AN INVEST-
MENT IN THE PARTNERSHIP SUITABLE ONLY FOR INVESTORS (i) WHO
HAVE A CONTINUING LEVEL OF ANNUAL INCOME AND A SUBSTANTIAL
NET WORTH, (ii) WHO CAN AFFORD TO BEAR THOSE RISKS, AND (iii) WHO
HAVE NO NEED FOR LIQUIDITY FROM THESE INVESTMENTS. EACH
INVESTOR SHOULD CONSIDER CAREFULLY THE RISK FACTORS
ASSOCIATED WITH THIS INVESTMENT, INCLUDING, WITHOUT LIMITATION,
THE RISKS DESCRIBED IN THE MEMORANDUM, THE LIMITED PARTNERSHIP
AGREEMENT, AND THE FOLLOWING PARAGRAPHS, AND SHOULD CONSULT
HIS OR HER OWN LEGAL, TAX, FINANCIAL AND IMMIGRATION ADVISORS
WITH RESPECT THERETO. INVESTORS UNABLE OR UNWILLING TO ASSUME
THE FOLLOWING RISKS, AMONG OTHERS, MUST NOT CONSIDER AN
INVESTMENT IN THE PARTNERSHIP.

B. Immigration Risks.

1. There may be changes to United States laws, regulations, or interpreta-

tions of the law or regulations without notice and in a manner that may be detrimental to
Investor and/or the Partnership. In addition, the Partnership may not achieve the
standards required by USCIS for the granting of an I-829 Petition. Accordingly, the
Investor understands that there is no guarantee that an investment in the Partnership will
result in the Investor obtaining permanent residence in the United States.

2. The Investor’s Capital Contribution will be released from the Escrow

Account to the Partnership through the Disbursement Account to the Draw-Down

December 15, 2017 v9 14

Account as provided in Section I, Paragraph C, of this Agreement. Upon release from the
Escrow Account through the Disbursement Account to the Draw-Down Account, the
Partnership will lend the Capital Contribution in accordance with the Limited
Partnership Agreement and the Memorandum. The Investor understands that in the
event that the Investor’s I-829 Petition is denied for any reason, the Investor may not
terminate his or her investment in the Partnership.

3. It is impossible to predict visa-processing times. The Investor should not

physically move to the United States until his or her visa has been issued and as advised
by his or her legal counsel.
4. If the Investor obtains permanent resident status in the United States, the
Investor must intend to make the United States his or her primary residence. Permanent
residents who continue to live abroad risk termination of their permanent residence
status.

V. MISCELLANEOUS

A. Power of Attorney. In addition to the Power of Attorney that may be

granted in the Limited Partnership Agreement, and without limiting such Power of
Attorney, the Investor hereby irrevocably constitutes and appoints the General Partner
with full power of substitution, as the Investor’s true and lawful attorney(s)-in-fact in its
name and stead, to execute and deliver (i) the Limited Partnership Agreement, and (ii)
any document required to effect the formation or continuation of the Partnership which
counsel to the Partnership deems necessary, appropriate, advisable or convenient to
comply with any applicable law. Such power of attorney is irrevocable and coupled with
an interest and shall not be affected by any incapacity of the Investor.

B. Blocking of Investment. The Investor understands and acknowledges that

each of the Partnership and the General Partner may be subject to certain legal
requirements that require verification of its source of funds and the identities of the
Investor and of the persons and entities associated with the Investor. Without limiting
any of Section III, above, or Paragraph J, below, the Investor will promptly provide such
information and materials as may from time to time be reasonably requested by the Part-
nership or the General Partner for such purposes and to otherwise enable the Partnership
to comply with its responsibilities under applicable law, including with regard to
AML and anti-terrorism financing laws. None of the Partnership, the General Partner, or
any of their respective members, partners, managers, officers, employees, agents,
representatives or affiliates shall have any liability to the Investor as a result of a failure
to process the subscription herein, any transfer or redemption of Units, or any failure to
make any distribution to the Investor, in each case, (i) because of a delay or failure by the
Investor to provide such information or materials or (ii) because such subscription, transfer,
redemption, or distribution is, or is believed by the General Partner to be, in violation of
any applicable law.

C. Confidentiality. The Investor acknowledges that the information contained

in this Agreement and in the Memorandum, and that the Investor receives orally or in
writing from the Partnership, is confidential and non-public and agrees that all such infor-
mation shall be kept in confidence by the Investor unless disclosure is otherwise required
by law or court order.
December 15, 2017 v9 15
 D. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original but all of which together shall
constitute one and the same instrument.

E. Severability. Every provision of this Agreement is intended to be severa-

ble. If any term or provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of this Agreement.
F. Non-Waiver. No provision of this Agreement shall be deemed waived
except if such waiver is contained in a written notice given to the party claiming such
waiver has occurred, and no such waiver shall be deemed to be a waiver of any other or
further obligation or liability of the party or parties in whose favor the waiver was given.

G. No Independent Counsel. No independent counsel has been retained by

the Partnership to represent the interest of the Investor. This Agreement, the Memorandum
and the Limited Partnership Agreement have not been reviewed by an attorney on behalf
of the Limited Partners. THE UNDERSIGNED INVESTOR HAS BEEN ADVISED TO
SEEK AND OBTAIN, AND HAS DONE SO, THE ADVICE OF HIS OR HER OWN
LEGAL COUNSEL IN CONNECTION WITH (i) THE REVIEW OF THE
MEMORANDUM, THE LIMITED PARTNERSHIP AGREEMENT, AND THIS
AGREEMENT, AND ALL OTHER DOCUMENTS RELATED THERETO, (ii)
IMMIGRATION LAW, AND (iii) THE INVESTMENT IN THE UNITS.

H. Applicable Law. Except to the extent covered by applicable United States

federal law, this Subscription Agreement and the rights and obligations of the parties
hereto with respect to the subscription shall be interpreted and enforced in accordance
with, and governed by, the laws of the State of Washington applicable to agreements
made and to be performed wholly within that jurisdiction. To the extent allowable by
applicable law, the parties hereby submit to the exclusive jurisdiction of the courts of the
State of Washington and any United States District or Circuit Court situated in the State of
Washington, with respect to any suit or action arising out of or related to this Subscription
Agreement.

I. Entirety of Agreement. This Agreement, together with the attachments

hereto, the Memorandum and the Limited Partnership Agreement, constitute the entire
agreement among the parties hereto with respect to the subject matter hereof.

J. Additional Information. The Investor shall supply the Partnership with

such additional information and documentation as may be required in order to ensure
compliance with applicable law, including, without limitation, the Act and regulations
promulgated thereunder.

K. Assignability. This Agreement is not transferable or assignable by the

Investor.

L. Notices. All notices, requests, demands, and other communications relating

to this Agreement shall be in writing and shall be given pursuant to the notice provision
contained in the Limited Partnership Agreement.

December 15, 2017 v9 16

 M. Modification. This Agreement shall not be amended, modified, discharged,
or terminated except by an instrument in writing signed by the party against whom any
waiver, change, discharge or termination is sought.

N. Survival of Representations, Warranties, Covenants, and Agreements.

The representations, warranties, covenants, and agreements of the Investor contained
herein shall survive the completion of the sale of the Units. In the event the Offering of
the Units is terminated or the Partnership does not accept the Investor’s subscription,
Section V, Paragraph C (Confidentiality) shall nonetheless survive.

[Remainder of page intentionally left blank]

December 15, 2017 v9 17

 O. Purchase Terms

AMOUNT OF SUBSCRIPTION PRICE: $550,000

NAME UNDER WHICH TITLE SHALL
BE HELD:
ADDRESS OF INVESTOR:

TELEPHONE/FAX:
EMAIL:
U.S. SOCIAL SECURITY NUMBER OR
U.S. TAXPAYER ID NUMBER (IF
APPLICABLE):

IN WITNESS WHEREOF, the undersigned has executed this Subscription

Agreement on the date set forth below and desires to take title in the Interests represented
by the Unit(s).

Dated:
Signature of Investor

Print Name of Investor

SUBSCRIPTION ACCEPTED as of this day of , 201_.

EB5 UNITED NYC VI, LP,

a Washington limited partnership

By: EB5U NYC, LLC

General Partner

By:
Bradford Stedem
President

December 15, 2017 v9 18

 SIGNATURE PAGE FOR MINOR INVESTORS

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agree-

ment on the date set forth below and desires to take title in the Interests represented by the
Unit(s).

Dated: ___________________

By: ___________________________ ___________________________

(Print Name of Parent) (Print Name of Minor)
as custodian for

______________________________ ___________________________
(Print Name of Minor) (Signature of Minor)
under the Washington Uniform
Transfers to Minors Act

_______________________________
(Signature of Parent)

SUBSCRIPTION ACCEPTED as of this day of , 201_.

EB5 UNITED NYC VI, LP,

a Washington limited partnership

By: EB5U NYC, LLC

General Partner

By: _________________________
Bradford Stedem
President

19
Robert Fine
Senior Vice President
 MARKET STUDY

Proposed 9 Orchard Hotel

9 ORCHARD STREET
NEW YORK, NEW YORK

SUBMITTED TO: PROPOSED PREPARED BY:

Mr. Bradford Stedem HVS Consulting & Valuation
EB5 United NYC VI, LP Division of TS Worldwide, LLC
1431 Ocean Avenue, Suite 100 369 Willis Avenue
Santa Monica, California 90401 Mineola, New York, 11501

July-2017
 July 5, 2017

Mr. Bradford Stedem

EB5 United NYC VI, LP
1431 Ocean Avenue, Suite 100
HVS NEW YORK Santa Monica, California 90401
369 Willis Avenue
Mineola, New York, 11501 Re: Proposed 9 Orchard Hotel
+1 (516) 248-8828 ext. 269 New York, New York
+1 (516) 742-3059 FAX
HVS Reference: 2017021165
www.hvs.com

Dear Mr. Stedem:

Pursuant to your request, we herewith submit our market study pertaining to the
above-captioned property. We have inspected the real estate and analyzed the hotel
market conditions in the New York, New York area. We have studied the proposed
project, and the results of our fieldwork and analysis are presented in this report.
We have also reviewed the proposed improvements for this site.

We hereby certify that we have no undisclosed interest in the property, and our
employment and compensation are not contingent upon our findings. This study is
subject to the comments made throughout this report and to all assumptions and
limiting conditions set forth herein.

Sincerely,
TS Worldwide, LLC

Chris Fernandes, Vice President

cfernandes@hvs.com, +1 (603) 305-6834

Roland deMilleret, MAI, Senior Managing Director

RDMilleret@hvs.com, +1 (516) 248-8828 ext. 269

Superior results through unrivaled

hospitality intelligence. Everywhere.
Table of Contents

SECTION TITLE PAGE

1. Executive Summary 6
Subject of the Market Study 6
Ownership, Franchise, and Management Assumptions 7
Scope of Work 7
2. Description of the Site and Neighborhood 9
Physical Characteristics 9
Access and Visibility 11
Local Access and Visibility 13
Airport Access 14
Neighborhood 14
Flood Zone 19
Zoning 20
3. Market Area Analysis 21
Market Area Definition 21
New York City 22
Overview 22
New York City – Economic Profile 23
Unemployment 27
Office Market Trends 28
Jacob K. Javits Convention Center 29
Tourism 30
Airports 32
Woods & Poole Economic and Demographic Review 34
Market Area Conclusion 36
4. Manhattan Lodging Overview 37
Historical Trends 37
Changes in Hotel Supply 38
 Hotel Performance in Manhattan 39
Supply versus Average Rate Changes for Manhattan Hotels 44
Long-Term Historical RevPAR for Manhattan Hotels 46
New Supply 49
Forecast of Hotel Supply and Demand in Manhattan 55
Conclusion 57
5. Supply and Demand Analysis 59
Definition of Subject Hotel Market 59
Historical Supply and Demand Data 59
Primary Competitors 63
Supply Changes 67
Demand Analysis Using Market Segmentation 68
Base Demand Growth Rates 69
Accommodated Demand and Market-wide Occupancy 70
6. Description of the Proposed Improvements 72
Project Overview 72
Summary of the Facilities 72
Design and Configuration 73
Back-of-the-House, ADA, and Environmental 82
Capital Expenditures 82
7. Projection of Occupancy and Average Rate 83
Historical Penetration Rates by Market Segment 83
Forecast of Subject Property’s Occupancy 84
Average Rate Analysis 86
Competitive Position 87
8. Projection of Income and Expense 91
Comparable Operating Statements 91
Forecast of Income and Expense 95
Rooms Revenue and Expense 98
Food and Beverage Revenue and Expense 99
Other Operated Departments Revenue and Expense 104
 Administrative and General Expense 105
Information and Telecommunications Systems Expense 105
Marketing Expense 105
Property Operations and Maintenance 106
Utilities Expense 107
Management Fee 107
Property Taxes 108
Insurance Expense 113
Reserve for Replacement 114
Forecast of Revenue and Expense Conclusion 115
9. Statement of Assumptions and Limiting Conditions 116

Addenda

Qualifications
1. Executive Summary

Subject of the The subject of the market study is a 6,411-square-foot (0.15-acre) site to be
Market Study improved with a full-service, boutique lodging facility; the hotel will operate
independently of a brand affiliation. The property, which is projected to open on
April 1, 2019, will feature 116 rooms, a restaurant and lounge, and 5,492 square feet
of meeting space (indoor/outdoor). The hotel will also contain all necessary back-
of-the-house space.

RENDERING OF PROJECT

The proposed subject hotel represents both an adaptive re-use project and a
ground-up development, comprising two adjacent tax parcels that will be combined
to create one larger assemblage. The majority of the proposed hotel will be housed
within an historic 12-story structure, which was originally constructed in 1912 as a
bank building. The developer of the proposed property has undertaken a
comprehensive renovation of the building, including the addition of two floors to
bring the total structure to 14 stories upon completion. The project also includes a
six-story addition on the western portion of the site that represents new

July-2017 Executive Summary

Proposed 9 Orchard Hotel – New York, New York 6
 construction, which will connect to the existing structure at all six levels. The
subject site’s location is 9 Orchard Street, New York, New York, 10002.

Pertinent Dates The effective date of the report is July 5, 2017. The subject site was inspected by
Chris Fernandes on June 22, 2017. In addition to the inspection, Chris Fernandes
participated in the research for this assignment and assisted in the report’s
preparation. Roland deMilleret, MAI participated in the analysis and reviewed the
findings, but did not personally inspect the property.

Ownership, Franchise, The developer of the proposed subject hotel is Nine Orchard Partners LLC; the
and Management parent company of this owning partnership is DLJ Real Estate Capital Partners,
Assumptions which is based in New York City. The subject site represents an assemblage of two
adjacent tax parcels, identified as Block 294 - Lots 7 and 8. Lot 8, which houses the
original Jarmulowsky Bank Building, was purchased in December 2011 for $36-
million; Lot 7 was purchased in February 2012 for an additional $5.3-million. The
site is neither listed nor under contract for sale, and we have no knowledge of any
recent listings.

Details pertaining to management terms were not yet determined at the time of this
report; however, we assume that the proposed hotel will be managed by a
professional hotel-operating company, with fees deducted at rates consistent with
current market standards. We have assumed a market-appropriate management
fee of 3.0% of total revenues in our study.

The proposed hotel will reportedly remain independently operated throughout the
forecast period; therefore, it will not be subject to franchise fees.

Scope of Work The methodology used to develop this study is based on the market research and
valuation techniques set forth in the textbooks authored by Hospitality Valuation
Services for the American Institute of Real Estate Appraisers and the Appraisal
Institute, entitled The Valuation of Hotels and Motels,1 Hotels, Motels and
Restaurants: Valuations and Market Studies,2 The Computerized Income Approach to
Hotel/Motel Market Studies and Valuations,3 Hotels and Motels: A Guide to Market

1 Stephen Rushmore, The Valuation of Hotels and Motels. (Chicago: American Institute of
Real Estate Appraisers, 1978).
2 Stephen Rushmore, Hotels, Motels and Restaurants: Valuations and Market Studies.

(Chicago: American Institute of Real Estate Appraisers, 1983).

3 Stephen Rushmore, The Computerized Income Approach to Hotel/Motel Market Studies and

Valuations. (Chicago: American Institute of Real Estate Appraisers, 1990).

July-2017 Executive Summary

Proposed 9 Orchard Hotel – New York, New York 7
 Analysis, Investment Analysis, and Valuations,4 and Hotels and Motels – Valuations
and Market Studies.5

1. All information was collected and analyzed by the staff of TS Worldwide,

LLC. Information was supplied by the client and/or the property’s
development team.
2. The subject site has been evaluated from the viewpoint of its physical utility
for the future operation of a hotel, as well as access, visibility, and other
relevant factors.
3. The subject property's proposed improvements have been reviewed for
their expected quality of construction, design, and layout efficiency.
4. The surrounding economic environment, on both an area and neighborhood
level, has been reviewed to identify specific hostelry-related economic and
demographic trends that may have an impact on future demand for hotels.
5. Dividing the market for hotel accommodations into individual segments
defines specific market characteristics for the types of travelers expected to
utilize the area's hotels. The factors investigated include purpose of visit,
average length of stay, facilities and amenities required, seasonality, daily
demand fluctuations, and price sensitivity.
6. An analysis of existing and proposed competition provides an indication of
the current accommodated demand, along with market penetration and the
degree of competitiveness. Unless noted otherwise, we have inspected the
competitive lodging facilities summarized in this report.
7. Documentation for an occupancy and average rate projection is derived
utilizing the build-up approach based on an analysis of lodging activity.
8. A detailed projection of income and expense made in accordance with the
Uniform System of Accounts for the Lodging Industry sets forth the
anticipated economic benefits of the subject property.

4 Stephen Rushmore, Hotels and Motels: A Guide to Market Analysis, Investment

Analysis, and Valuations (Chicago: Appraisal Institute, 1992).
5 Stephen Rushmore and Erich Baum, Hotels and Motels – Valuations and Market Studies.

(Chicago: Appraisal Institute, 2001).

July-2017 Executive Summary

Proposed 9 Orchard Hotel – New York, New York 8
2. Description of the Site and Neighborhood

The suitability of the land for the operation of a lodging facility is an important
consideration affecting the economic viability of a property and its ultimate
marketability. Factors such as size, topography, access, visibility, and the availability
of utilities have a direct impact on the desirability of a particular site.

The subject site is located in Manhattan’s Lower East Side neighborhood, on the city
block bounded by Canal Street to the north, Division Street to the south, Allen Street
to the west, and Orchard Street to the east. Municipal jurisdictions governing the
property include the Borough of Manhattan and the City and State of New York.

Physical Characteristics The subject site measures approximately 0.15 acres, or 6,411 square feet; as
mentioned, the subject site represents an assemblage of two adjacent tax lots. The
following images depict the subject site.

VIEW OF SUBJECT SITE (SUBJECT PROPERTY UNDER DEVELOPMENT)

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 9
 TAX MAP

AERIAL PHOTOGRAPH

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 10
VIEW FROM SITE TO THE EAST VIEW FROM SITE TO THE WEST

Topography and The topography of the site is generally flat, and the shape should permit efficient
Site Utility use of the site for building and site improvements. Upon completion of construction,
the subject site will not contain any significant portion of undeveloped land that
could be sold, entitled, and developed for alternate use. It is expected that the site
will be developed fully with building and site improvements, thus contributing to
the overall profitability of the hotel.

Access and Visibility It is important to analyze the site with respect to regional and local transportation
routes and demand generators, including ease of access. The subject site is readily
accessible to a variety of local and county roads, as well as state and interstate
highways.

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Proposed 9 Orchard Hotel – New York, New York 11
MAP OF REGIONAL ACCESS ROUTES

By virtue of the well-developed interstate roadway system in and around the New
York City area, regional access is considered to be very favorable. Of note, Interstate
80, the country’s major transcontinental highway, extends from San Francisco,
California, to eastern New Jersey, just outside New York City, and provides access to
Manhattan from regions located west of the New York City area. Interstate 95
supports travel to and from the regions located north and south of New York City.
Traversing the entire eastern seaboard of the United States, this interstate highway
originates in Maine and passes through the northern section of New York City before
continuing south along the eastern seaboard to its terminus in Florida.

Additionally, Interstate 87 extends in a northerly direction into upstate New York

and intersects Interstate 90, another major east-west highway. Interstate 78
originates in New Jersey at the Holland Tunnel and provides vehicular travel to and
from New Jersey and eastern Pennsylvania. Travelers from Long Island, which is
located east of New York City, can conveniently access the city via Interstate 495.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 12
 Finally, supplementing these major interstate highways is a vast network of state
parkways and routes, and shorter-length interstate highways that facilitate
vehicular flow in the immediate areas surrounding New York City.

Although regional access to the New York City area is favorable, traffic flow within
the city limits of New York can be cumbersome and time-consuming as a result of
the geographical layout of the city’s five boroughs and the overabundance of traffic
volume. At the core of the city is Manhattan, an island surrounded by New Jersey to
the west across the Hudson River, Staten Island to the southwest across the Upper
New York Bay, Brooklyn and Queens to the east across the East River, and the Bronx
to the north across the Harlem River. Although a combined total of 12 bridges and
tunnels offer access to Manhattan, the tremendous amount of traffic that enters and
exits Manhattan often renders these vehicular facilities inadequate.

Within Manhattan, a well laid out matrix of roads, coupled with a one-way traffic
flow system, exists to maximize traffic capacity and facilitate efficient vehicular flow.
The subject site is situated along Orchard Street and is readily accessible from most
areas of the New York metropolitan area. Motorists can enter the west side of
Manhattan via the George Washington Bridge, the Lincoln Tunnel, or the Holland
Tunnel. The Hudson River Parkway, which becomes 12th Avenue in the southern
portion of Manhattan, forms a western beltway and enhances traffic flow on the
western side of Manhattan. The Queensboro Bridge and the Midtown Tunnel
connect the western Queens area to Manhattan’s eastern Midtown area. Motorists
entering Manhattan from the northeastern and southeastern bridges can utilize the
Franklin D. Roosevelt (FDR) Drive, which forms a beltway along the borough’s east
side, to reach Midtown. A number of major east-west, cross-town roads, including
14th, 34th, 42nd, 57th, and 66th Streets, provide access to the eastern area of
Midtown for travelers entering via the bridges and tunnels located along the
western shoreline of Manhattan.

Although vehicular traffic can access the subject site from points throughout the
New York metropolitan area with relative ease, traffic congestion in and around
Manhattan has historically proven to be problematic, especially during rush hours.
As a result of the excessive number of motor vehicles that must travel within such a
confined area, traffic in Midtown is often slow and congested. To ease traffic
congestion in Manhattan, an extensive public transportation system is offered for
visitors to the area. Public transportation includes the city’s subway and bus
systems, and the PATH and Long Island Rail Road systems. Overall, regional access
to the subject property is considered to be favorable.

Local Access and Local vehicular access to the hotel is provided by Orchard Street. Buses, subway
Visibility trains, personal automobiles, and taxis provide relatively simple and direct access
to the subject site from various points in Midtown Manhattan. The subway station

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 13
 closest to the subject site is located at Rutgers Street and East Broadway, which is
serviced by the F train.

Due to the subject property’s corner site location, its visibility is considered very
good.

Airport Access The subject site also benefits from favorable access to the region’s three major
airports: LaGuardia and John F. Kennedy (JFK) International Airports, which are
located in the Borough of Queens, and Newark Liberty International Airport, in
Newark, New Jersey. LaGuardia is approximately 13 miles northeast of the subject
site, while JFK is roughly 15 miles to the southeast. Newark Liberty International
Airport is located approximately 15 miles southwest of the subject site. The subject
market is served by a variety of additional local highways, which are illustrated on
the map.

Neighborhood The neighborhood surrounding a lodging facility often has an impact on a hotel's
status, image, class, style of operation, and sometimes its ability to attract and
properly serve a particular market segment. This section of the report investigates
the subject neighborhood and evaluates any pertinent location factors that could
affect its future occupancy, average rate, and overall profitability.

The subject hotel is located in Lower Manhattan, within the Lower East Side
neighborhood. The subject site is also within walking distance to Manhattan’s Little
Italy, Chinatown, SoHo, and Tribeca neighborhoods.

The Lower East Side, (often abbreviated as LES), is a neighborhood in the

southeastern part of Manhattan. It is roughly bounded by Houston Street to the
north, Little Italy/Lafayette Street to the West, the East River to the east and
Chinatown/the Financial District to the south.

The Lower East Side was traditionally an immigrant, working-class neighborhood.

However, in the early 2000s, the gentrification of the East Village spread to the
Lower East Side, making it one of the trendiest neighborhoods in Manhattan. Since
2005, the neighborhood has undergone rapid gentrification and is now home to
upscale boutiques and dining establishments along Clinton Street’s restaurant row.
Orchard Street, despite its historical reputation as a “Bargain District,” is now lined
with upscale boutiques. Similarly, trendy restaurants, including Clinton St. Baking
Company & Restaurant, wd~50, and Rizzo’s Fine Pizza are found on a stretch of
tree-lined Clinton Street that New York Magazine described as the “hippest
restaurant row” in the Lower East Side. The neighborhood also boasts a vibrant arts
scene, with galleries sprinkled throughout the area.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 14
 Examples of further development in the neighborhood include Essex Crossing,
which is currently under construction. Upon completion, the development is
expected to comprise 1,000 new residences, 400,000 square feet of office space, and
800,000 square feet of retail space over nine sites. The project also includes a new
park, bike paths, outdoor green spaces, and The Market Line, a food and vendor hall
spanning three city blocks.

ESSEX CROSSING

Furthermore, the landscape of the Lower East Side’s Two Bridges area is undergoing
significant change, with several high-rise developments currently underway. L+M
Development Partners and CIM Group are developing two 60+ story towers
spanning 798 and 728 feet. Additionally, Extell Group is developing an 800-foot
residential tower known as One Manhattan Square, and JDS Development is
planning a 900-foot, 77-story tower at 247 Cherry Street.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 15
 TWO BRIDGES DEVELOPMENT SCAPE

The Little Italy neighborhood of Manhattan is generally bounded by Kenmare Street

to the north, Hester Street to the south, Bowery Street to the east, and Centre Street
to the west. This area was once known for its large population of Italian Americans,
and to this day is particularly identified by attractions relating to authentic Italian
cuisine. Moreover, the neighborhood holds a large annual street fair in September,
known as the Feast of San Gennaro. This festival lasts for eleven days, and takes
place along Mulberry Street between Houston and Canal Streets.

The Chinatown neighborhood of Manhattan is generally bounded by Hester Street

to the north, Broadway to the west, Worth Street to the south, and Bowery Street to
the east. The neighborhood is particularly identified by Canal Street, which features
several Asian grocery stores, restaurants, and retail shops. In essence, this
neighborhood offers many attractions that relate to Chinese history, cuisine, and
culture.

SoHo or the area below south of Houston is bounded by Lafayette Street to the east,
Hudson River to the west, Canal Street to the south, and Houston to the north. Part
of this area constitutes the SoHo Historic District, which is so named because of its
concentration of cast-iron industrial buildings featuring architecture stemming
from the period of 1860 to 1890.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 16
 Named for its location south of Houston Street, SoHo was a dilapidated warehouse
and industrial district that was transformed into an area combining housing and
workspaces for artists in the 1960s and 1970s. The neighborhood received
landmark designation in 1973, and slowly but surely began to move to upscale
development. The artists, seeking spacious and inexpensive places to work, rented
the top floors of commercial buildings and converted them – illegally – into lofts or
studios. In an effort to control these conversions, the city’s zoning board adopted
rules that allowed for the legal conversion of this manufacturing district into a
residential community, provided that the future tenants were in some way
employed as artists. These zoning guidelines remain in place today; however, much
to the dismay of the area’s early pioneers, the gentrification of the neighborhood
was so successful that by the early 1980s, lofts had become prohibitively expensive
for all but the most successful of artists. Despite the cost of housing and workspace,
SoHo remains as the city’s most vibrant artistic community, and is home to more
galleries and studios than any other area of Manhattan.

Artists’ studios gave way first to trendy galleries and more recently, to luxury
boutiques, sidewalk cafes, and high-profile destinations, such as the downtown
branch of the Guggenheim Museum and the museum-quality food displays at Dean
& Deluca. Over the last several years, SoHo has experienced immense growth in
retailing, and many people have expressed concern over the commercialization of
the neighborhood. The section of Broadway between Canal and Houston Streets has
become the primary retail center in the area, and has attracted many nationally
known retailers. Although enough of the unique independent stores and art
galleries that made SoHo popular remain, the introduction of national retailers and
the rapidly escalating retail rents have dislocated some of the smaller players in the
market.

Tribeca (an abbreviation for the “triangle below Canal” Street), over the last several
years has boomed, becoming one of the most popular and exclusive residential
communities in the city.

Drawn by expansive loft spaces in mid-rise buildings – many of which are free from
cooperative apartment guidelines – as well as by a number of movie production
houses and other new media businesses, many of the city’s celebrities now reside in
Tribeca. The residential boom was followed by an influx of restaurants to the area.
Tribeca is now home to some of the city’s most famous dining establishments,
including Nobu, Bouley, and Locanda Verde, to name a few.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 17
MAP OF NEIGHBORHOOD

The proposed subject hotel's opening should be a positive influence on the area; the
hotel will be in character with and will complement surrounding land uses. Overall,
the supportive nature of the development in the immediate area is considered
appropriate for and conducive to the operation of a hotel.

Utilities The subject site will reportedly be served by all necessary utilities.

Soil and Geological and soil reports were not provided to us or made available for our review
Subsoil Conditions during the preparation of this report. We are not qualified to evaluate soil conditions
other than by a visual inspection of the surface; no extraordinary conditions were
apparent.

Nuisances We were not informed of any site-specific nuisances or hazards, and there were no
and Hazards visible signs of toxic ground contaminants at the time of our inspection. Because we
are not experts in this field, we do not warrant the absence of hazardous waste and
urge the reader to obtain an independent analysis of these factors.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 18
Flood Zone According to the Federal Emergency Management Agency map illustrated below,
the subject site is located in X.

COPY OF FLOOD MAP AND COVER

The flood zone definition for the X designation is as follows: areas outside the 500-
year flood plain; areas of the 500-year flood; areas of the 100-year flood with
average depths of less than one foot or with drainage areas less than one square
mile and areas protected by levees from the 100-year flood.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 19
Zoning According to the local planning office, the subject property is zoned as follows: C6-
2G - Commercial District. Additional details pertaining to the proposed subject
property’s zoning regulations are summarized in the following table.

ZONING

Municipality Governing Zoning New York city

Current Zoning Commercial District
Current Use Hotel (under development)
Permitted Uses Hotel, Retail, Office
Hotel Allowed Yes
Legally Non-Conforming Not Applicable

Easements and We are not aware of any easements attached to the property that would significantly
Encroachments affect the utility of the site or marketability of this project.

Conclusion We have analyzed the issues of size, topography, access, visibility, and the
availability of utilities. In general, the site should be well suited for future hotel use,
with acceptable access, visibility, and topography for an effective operation.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 20
3. Market Area Analysis

The economic vitality of the market area and neighborhood surrounding the subject
site is an important consideration in forecasting lodging demand and future income
potential. Economic and demographic trends that reflect the amount of visitation
provide a basis from which to project lodging demand. The purpose of the market
area analysis is to review available economic and demographic data to determine
whether the local market will undergo economic growth, stabilize, or decline. In
addition to predicting the direction of the economy, the rate of change must be
quantified. These trends are then correlated based on their propensity to reflect
variations in lodging demand, with the objective of forecasting the amount of
growth or decline in visitation by individual market segment (e.g., commercial,
meeting and group, and leisure).

Market Area Definition The market area for a lodging facility is the geographical region where the sources
of transient visitation (demand) and the competitive supply are located. The subject
property’s primary market area is the Borough of Manhattan, and in a wider sense,
New York City as a whole. For statistical purposes, the subject property’s market
area can be defined by its Metropolitan Statistical Area (MSA): New York-Northern
New Jersey-Long Island, NY-NJ-PA MSA. The MSA is the most standard definition
used in comparative studies of metropolitan areas. The federal government defines
an MSA as a large population nucleus, which together with adjacent counties, has a
higher degree of social integration. The subject property’s MSA includes 17 counties
whose economies are inextricably interconnected: the five boroughs of New York
City; Nassau and Suffolk Counties on Long Island; Rockland and Westchester
Counties in New York State; and the New Jersey Counties of Bergen, Passaic, Essex,
Hudson, Middlesex, Morris, Somerset, and Union. The five counties (or boroughs)
within New York City are Bronx County, Kings County (Brooklyn), Queens County,
Richmond County (Staten Island), and New York County (Manhattan). The boroughs
are further divided into various unofficial communities and neighborhoods. The
following exhibit illustrates the market area.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 21
MAP OF MARKET AREA

New York City New York City is recognized as an international commercial and cultural center, and
Overview with more than eight million residents, it is one of the most populous cities in the
nation and one of the largest in the world.

Renowned for its cultural attractions, entertainment venues, restaurants, and retail
outlets, New York City is one of the most popular tourist destinations in the country.
It is home to the United Nations, the Statue of Liberty, and the Empire State Building.
The theaters in the Broadway district attract international attention. Lincoln Center
(the home of the Metropolitan Opera, the New York Philharmonic, the New York
City Ballet and Opera, and the Juilliard School) is among the world’s most important
centers for the performing arts. The Metropolitan Museum of Art, the Museum of
Modern Art, the American Museum of Natural History, and a number of the city’s
other museums and galleries are internationally respected.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 22
 As the site of Wall Street, New York is the nation’s financial and business capital.
Manhattan’s central business district contains the greatest concentration of
commercial activity in the United States. New York is the home of the NASDAQ and
New York Stock Exchanges (NYSE, formerly the American Stock Exchange), as well
as a large proportion of the nation’s leading investment bankers and brokers and
many of the largest commercial banking institutions. In addition to financial
institutions, New York City is a major center for a variety of industries, such as
fashion, textiles and garments, advertising, publishing and communications,
jewelry, design, and technology.

New York City is a major national and international center of commerce and culture,
employing an estimated four million. It remains the financial capital of the United
States, and the city’s economy still relies heavily on the health of the financial sector.

The Borough of Manhattan forms the central political, financial, and cultural core of
New York City and represents the economic growth engine of the region. The City’s
other four boroughs are the Bronx, Brooklyn, Queens, and Staten Island. All five
boroughs are well connected with one another and the region thanks to an extensive
mass transit system and infrastructure network.

NEW YORK CITY

New York City – New York City is an international center for business and commerce, and workers
Economic Profile commute from points as far as 100 miles from Manhattan. The city boasts a diverse
economic base, which helps minimizing the impact of cyclical economic downturns
engendered from any one particular sector.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 23
 New York City houses the headquarters of several of the nation’s major commercial
and investment banks. Additionally, numerous foreign banks and their subsidiaries,
international advertising firms, communications and entertainment giants and
publishing conglomerates have a major presence in the city. Prominent domestic
firms such as Goldman Sachs, Morgan Stanley, Citigroup, and Credit Suisse are
headquartered in the city, and almost every major foreign financial institution,
including UBS, HSBC, Barclays, Nomura Securities, and Deutsche Bank, maintain a
significant Manhattan presence. New York City is also a hub for the insurance
industry, housing five of the country’s ten largest insurance companies. Three of the
“Big Four” accounting firms, as well as six of the top ten U.S. law firms, are
headquartered in Manhattan.

New York City is home to Broadway, Lincoln Center, Carnegie Hall, Radio City Music
Hall, and a variety of live performance theaters. All major TV networks – ABC, NBC,
FOX, and CBS – are headquartered in the city, as well as global entertainment giants
such as Viacom, Sony, and Bertelsmann. Three of the “Big Five” music recording
companies are headquartered in New York. Other media/entertainment companies
in the city include Time Warner, HMV, and Virgin Records. The city is also home to
numerous publishing companies. Several book, magazine, and newspaper
publishing companies are headquartered in New York City, including Random
House, Knopf, Simon & Schuster, Condé Nast, Hachette Filipacchi, Dow Jones, and
The New York Times Company.

New York agencies and branch offices of firms such as Young & Rubicam and Burson
Marsteller dominate the list of the world’s ten largest advertising and public
relations agencies.

New York City’s economy benefits greatly from the breadth of its corporate
headquarters and related services industry. The city has acted as the nation’s
foremost commercial center due to the synergy created by the large concentration
of corporations and service firms, which complement primary goods producers.

The following details the New York City’s top fifteen private employers, as provided
by Crain’s New York. However, it is important to acknowledge that despite the
abundant presence of commercial industries in the City, government remains the
largest employer in the market.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 24
 FIGURE 3-1 NEW YORK CITY – TOP PRIVATE EMPLOYERS

Company

Ba nk of Ameri ca
Ci ti group Inc
Ci ty Uni vers i ty of New York
Col umbi a Uni vers i ty
Cons ol i da ted Edi s on Inc
Conti nuum Hea l th Pa rtners Inc
JP Morga n Cha s e & Co
Ma cy's Inc.
Memori a l Sl oa n-Ketteri ng Ca ncer Center
Montefi ore Medi ca l Center
Mount Si na i Medi ca l Center
New York Pres byteri a n Hea l thca re Sys tem
New York Uni vers i ty
NYU La ngone Medi ca l Center
Veri zon Communi ca ti ons
Source: Crain's New York - Book of Lists,
Listed Alphabetically

The following table illustrates historical and projected employment, households,

population and average household income data as provided by REIS for the overall
New York City market.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 25
FIGURE 3-2 HISTORICAL & PROJECTED EMPLOYMENT, HOUSEHOLDS, POPULATION, AND HOUSEHOLD INCOME STATISTICS

Total Office Industrial Household

Year Employment % Chg Employment % Chg Employment % Chg Households % Chg Population % Chg Avg. Income % Chg
2004 3,562,270 — 1,331,258 — 325,240 — 3,037,180 — 8,031,980 — $111,545 —
2005 3,623,590 1.7 % 1,358,121 2.0 % 320,148 (1.6) % 3,026,050 (0.4) % 8,002,470 (0.4) % 117,868 5.7 %
2006 3,688,410 1.8 1,383,948 1.9 313,916 (1.9) 3,034,490 0.3 7,994,300 (0.1) 129,118 9.5
2007 3,780,810 2.5 1,418,616 2.5 314,107 0.1 3,063,630 1.0 8,030,040 0.4 135,877 5.2
2008 3,766,260 (0.4) 1,403,013 (1.1) 302,089 (3.8) 3,093,780 1.0 8,093,020 0.8 131,562 (3.2)
2009 3,669,080 (2.6) 1,349,708 (3.8) 282,663 (6.4) 3,102,280 0.3 8,151,780 0.7 128,401 (2.4)
2010 3,739,040 1.9 1,373,013 1.7 281,878 (0.3) 3,135,480 1.1 8,223,680 0.9 135,246 5.3
2011 3,828,470 2.4 1,397,658 1.8 288,363 2.3 3,180,020 1.4 8,318,830 1.2 144,737 7.0
2012 3,913,120 2.2 1,415,265 1.3 291,582 1.1 3,208,760 0.9 8,388,900 0.8 150,414 3.9
2013 4,019,920 2.7 1,442,560 1.9 294,913 1.1 3,243,370 1.1 8,450,390 0.7 154,536 2.7
2014 4,156,480 3.4 1,488,754 3.2 299,531 1.6 3,268,950 0.8 8,500,490 0.6 161,961 4.8
2015 4,259,980 2.5 1,525,104 2.4 303,412 1.3 3,293,030 0.7 8,545,960 0.5 165,895 2.4
2016 4,325,400 1.5 1,541,908 1.1 308,270 1.6 3,319,970 0.8 8,589,351 0.5 170,351 2.7

Forecasts
2017 4,374,630 1.1 % 1,561,435 1.3 % 309,224 0.3 % 3,350,340 0.9 % 8,635,720 0.5 % $176,552 3.6 %
2018 4,415,540 0.9 1,575,825 0.9 309,563 0.1 3,380,660 0.9 8,682,120 0.5 182,809 3.5
2019 4,446,140 0.7 1,587,889 0.8 309,509 (0.0) 3,409,430 0.9 8,725,180 0.5 188,697 3.2
2020 4,452,420 0.1 1,590,822 0.2 307,910 (0.5) 3,437,420 0.8 8,765,550 0.5 194,344 3.0
2021 4,453,420 0.0 1,592,981 0.1 305,736 (0.7) 3,465,230 0.8 8,807,380 0.5 199,696 2.8

Average Annual Compound Change

2004 - 2016 1.6 % 1.2 % (0.4) % 0.7 % 0.6 % 3.6 %
2004 - 2007 2.0 2.1 (1.2) 0.3 (0.0) 6.8
2007 - 2010 (0.4) (1.1) (3.5) 0.8 0.8 (0.2)
2010 - 2016 2.5 2.0 1.5 1.0 0.7 5.9
Forecast 2017 - 2021 0.4 % 0.5 % (0.3) % 0.8 % 0.5 % 3.1 %

Source: REIS Report, 1s t Qua rter, 2017

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Proposed 9 Orchard Hotel – New York, New York 26
 Unemployment The following table sets forth unemployment data for New York City, the New York-
Northern New Jersey-Long Island, NY-NJ-PA MSA, New York State, and the nation.

FIGURE 3-3 UNEMPLOYMENT STATISTICS

Year County MSA State Country

2007 5 % 4.4 % 4.6 % 4.6 %

2008 5.6 5.3 5.4 5.8
2009 9.3 8.6 8.3 9.3
2010 9.5 8.9(r) 8.6 9.6
2011 9.1 8.6(r) 8.3 8.9
2012 9.3(d) 8.7(r) 8.5(d) 8.1
2013 8.8(d) 7.9(r) 7.7(d) 7.4
2014 7.3(d) 6.5(r) 6.3(d) 6.2
2015 5.7(d) 5.3(r) 5.3(d) 5.3
2016 5.2(d) 4.8(r) 4.8(d) 4.9
Recent Month - March
2016 5.4 % 5.0 % 5.1 % 5.0 %
2017 4.1 4.1 4.4 4.5
* Letters shown next to data points (if any) reflect revised population controls
and/or model re-estimation implemented by the BLS.

Source: U.S. Burea u of La bor Sta ti s ti cs

After the U.S. unemployment rate declined to an annual average of 4.6% in 2006 and
2007, the Great Recession, which spanned December 2007 through June 2009,
resulted in heightened unemployment rates. The unemployment rate peaked at
10.0% in October 2009, after which job growth resumed; the national
unemployment rate has steadily declined since 2010. Total nonfarm payroll
employment increased by 50,000, 174,000, and 138,000 jobs in March, April, and
May, respectively. The strongest gains in May were recorded in the health care and
mining sectors. The national unemployment rate remains low, registering at 4.5%
in March, 4.4% in April, and 4.3% in May; it has remained under the 5.0% mark since
May 2016, reflecting a trend of relative stability and the overall strength of the U.S.
economy.

In 2008, the impact of the subprime mortgage crisis broadened, as the financial
services sector, on which New York City is particularly reliant, weakened
significantly. As a result, year-end unemployment figures for 2008 registered
increases for New York County and the MSA. In 2009, unemployment continued to
rise in connection with the deepening national recession before peaking in 2010.
The New York area began to show signs of economic improvement beginning in

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Proposed 9 Orchard Hotel – New York, New York 27
 2011, and after relative stability in 2012, unemployment declined more through
2014. The unemployment rate recorded in 2014 was the lowest since 2010, and
continued to show further improvement through 2015 and 2016. Unemployment
continues to trend towards a record low in the year-to-date period.

Office Market Trends The following table summarizes the historical and future office market statistics as
of the most recent quarter, as provided by REIS.

FIGURE 3-4 HISTORICAL AND PROJECTED OFFICE SPACE STATISTICS –

MANHATTAN

Available Occupied Vacancy Asking

Year Office Space % Chg Office Space % Chg Rate Lease Rate % Chg
2004 355,956,000 — 319,636,000 — 10.2 % $42.20 —
2005 354,948,000 (0.3) % 323,297,000 1.1 % 8.9 44.30 5.0 %
2006 354,211,000 (0.2) 328,229,000 1.5 7.3 51.42 16.1
2007 353,503,000 (0.2) 333,460,000 1.6 5.7 63.58 23.6
2008 353,132,000 (0.1) 324,719,000 (2.6) 8.0 64.40 1.3
2009 354,062,000 0.3 312,838,000 (3.7) 11.6 55.14 (14.4)
2010 352,978,000 (0.3) 312,667,000 (0.1) 11.4 54.85 (0.5)
2011 352,590,000 (0.1) 315,448,000 0.9 10.5 57.19 4.3
2012 350,276,000 (0.7) 315,453,000 0.0 9.9 59.85 4.7
2013 357,192,000 2.0 321,843,000 2.0 9.9 62.81 4.9
2014 361,180,000 1.1 326,758,000 1.5 9.5 65.48 4.3
2015 359,949,000 (0.3) 326,696,000 (0.0) 9.2 69.57 6.2
2016 358,316,000 (0.5) 325,972,000 (0.2) 9.0 70.98 2.0

Forecasts
2017 360,221,000 0.5 % 327,755,000 0.5 % 9.0 % $72.76 2.5 %
2018 364,644,000 1.2 330,600,000 0.9 9.3 74.15 1.9
2019 370,278,000 1.5 334,926,000 1.3 9.5 75.53 1.9
2020 371,742,000 0.4 335,594,000 0.2 9.7 77.13 2.1
2021 373,339,000 0.4 335,829,000 0.1 10.0 78.66 2.0

Average Annual Compound Change

2004 - 2016 0.1 % 0.2 % 4.4 %
2004 - 2007 (0.2) 1.4 14.6
2007 - 2010 (0.0) (2.1) (4.8)
2010 - 2016 0.3 0.7 4.4
Forecast 2017 - 2021 0.9 % 0.5 % 2.0 %

Source: REIS Report, 1s t Qua rter, 2017

The following illustrates office market statistics through the most recent quarter for
the seven Manhattan submarkets. These submarkets primarily span the downtown
to midtown areas of Manhattan.

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FIGURE 3-5 OFFICE MARKET STATISTICS FOR INDIVIDUAL MANHATTAN SUBMARKETS

Inventory Occupied Office Vacancy Average Asking

Submarket Buildings Square Feet Space Rate Lease Rate

Pl a za 162 56,111,000 50,499,900 10.0 % $99.76

Mi dtown South 293 34,561,000 31,796,100 8.0 63.35
Downtown 178 70,448,000 63,191,900 10.3 54.44
Penn Sta ti on 110 27,902,000 26,200,000 6.1 51.28
Gra nd Centra l 394 112,235,000 102,470,600 8.7 76.18
Mi dtown Wes t 103 38,178,000 34,780,200 8.9 69.90
South Broa dwa y 118 19,052,000 17,985,100 5.6 67.17
Totals and Averages 1,358 358,487,000 326,923,800 8.8 % $71.28
Source: REIS Report, 1s t Qua rter, 2017

Jacob K. Javits The Jacob K. Javits Convention Center remains one of the leading facilities in the U.S.
Convention Center for conventions and tradeshows. The center also serves as an important economic
anchor for New York, supporting the city’s hotel, restaurant, and tourism industries.
After several years of delays, the Javits Center received final approval regarding a
five-year, $463-million renovation and expansion in July 2009; the project was
completed in 2014. Prior to the expansion/renovation, the Javits Center contained
approximately ±760,000 square feet of exhibition space, ±30,000 square feet of
meeting space, and ±665,000 square feet of pre-function, support, and staging areas.
In July 2009, project that was supposed to begin three governors ago. With the
addition of the 100,000-square-foot Javits Center North, the center now contains an
additional 40,000 square feet of true exhibition space and 60,000 square feet of pre-
function and registration areas, restrooms, food service areas, a truck court and
loading docks. Further highlights of the renovation included a new façade, flooring,
mechanical, technology, and sustainability systems, as well as a new 6.75-acre green
roof.

In January 2016, New York State Governor Cuomo unveiled a $1-billion expansion
plan for Javits. The plan calls for the creation of an additional one million square feet
of event space, including a new 60,000-square-foot ballroom that would be the
largest in New York City and a new four-story garage for tractor-trailers carrying
equipment. The expansion would increase the convention center’s total footprint to
approximately 3.3-million square feet, a nearly 50% increase from its current size.

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Proposed 9 Orchard Hotel – New York, New York 29
 RENDERING - POST EXPANSION JAVITS CENTER

At present, the conventions center accounts for approximately one-third of all

business travel to New York City, generating almost $1.8 billion in annual economic
impact. With a 70% occupancy rate, the Javits Center is also considered the busiest
in the United States. The following figure illustrates annual convention center
activity since 2011. We note that data for calendar year 2016 was unavailable as of
the effective date of this report.

FIGURE 3-6 CONVENTION CENTER STATISTICS

Trade Shows,
Conventions, & Exhibiting Exhibitor Total
Year Public Shows* % Change Companies % Change Attendees Personnel Attendance % Change
2011 103 - 34,402 - 1,938,900 120,407 2,059,307 -
2012 95 -7.8% 32,632 -5.1% 1,937,700 114,212 2,051,912 -0.4%
2013 102 7.4% 36,004 10.3% 2,162,700 126,014 2,288,714 11.5%
2014 108 5.9% 39,155 8.8% 2,056,000 137,043 2,193,043 -4.2%
2015 129 19.4% 39,632 1.2% 2,157,300 224,634 2,381,934 8.6%
*Speci a l Events numbers a re not i ncl uded i n fi gures a bove.
Source: Ja cob K. Ja vi ts Conventi on Center

Tourism New York City is one of the most popular and frequently visited destinations in the
United States. In 2016, New York City accommodated roughly 60.3 million visitors
– a record level. Of the overall visitation figure, roughly 12.7 million hailed from

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Proposed 9 Orchard Hotel – New York, New York 30
 international markets, maintaining the city’s rank as the number one U.S.
destination for overseas travelers. These figures were up from the city’s initial
visitation estimates, surpassing the forecast 59.7 million visitors; the tourism
industry supported approximately 375,000 jobs in 2016 and generated $42.2-
billion in visitor spending as of 2015 (spending data for year-end 2016 was not yet
available as of the effective date of this report).

According to most market observers, such record levels could not be realized
without the expanded availability of hotel rooms in New York City. In fact, as
illustrated by the tourism data in the following, the highest tourism levels have been
recorded over the past five years – the period of highest availability of hotel
guestroom inventory in the market.

FIGURE 3-7 NEW YORK CITY – HISTORICAL TOURISM LEVELS (NYC & COMPANY)

70.00
International

Domestic
60.00

50.00
No. of Visitors

40.00

30.00

20.00

10.00

0.00
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

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FIGURE 3-8 NEW YORK CITY – VISITOR SPENDING (NYC & COMPANY)

$45.00

$40.00

$35.00

$30.00

$25.00
Billions

$20.00

$15.00

$10.00

$5.00

$0.00
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Source: NYC & Company

Airports The New York City area is served by three major airports: John F. Kennedy (JFK)
International, LaGuardia (LGA), and Newark Liberty International (EWR). The
following table presents a summary of historical passenger activity at these
facilities.

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Proposed 9 Orchard Hotel – New York, New York 32
FIGURE 3-9 PASSENGER STATISTICS – REGION’S THREE MAJOR AIRPORTS

LaGuardia Airport JFK Intl. Airport Newark Liberty Intl. Airport All Three Airports
Total Percentage Total Percentage Total Percentage Total Percentage
Year Passengers Change Passengers Change Passengers Change Passengers Change

1998 22,849,071 — 31,043,726 — 32,520,692 — 86,413,489 —

1999 23,926,923 4.7 % 31,708,431 2.1 % 33,622,686 3.4 % 89,258,040 3.3 %
2000 25,374,866 6.1 32,856,220 3.6 34,188,468 1.7 92,419,554 3.5
2001 21,900,000 (13.7) 29,400,000 (10.5) 30,500,000 (10.8) 81,800,000 (11.5)
2002 21,986,679 0.4 29,947,152 1.9 29,202,654 (4.3) 81,136,485 (0.8)
2003 22,482,770 2.3 31,732,446 6.0 29,431,061 0.8 83,646,277 3.1
2004 24,435,619 8.7 37,517,496 18.2 31,908,556 8.4 93,861,671 12.2
2005 25,878,601 5.9 40,884,350 9.0 33,037,754 3.5 99,800,705 6.3
2006 25,810,452 (0.3) 42,629,470 4.3 35,691,887 8.0 104,131,809 4.3
2007 24,985,264 (3.2) 47,716,941 11.9 36,367,240 1.9 109,069,445 4.7
2008 23,076,903 (7.6) 47,807,475 0.2 35,366,359 (2.8) 106,250,737 (2.6)
2009 22,142,336 (4.0) 45,915,069 (4.0) 33,424,110 (5.5) 101,481,515 (4.5)
2010 23,983,082 8.3 46,514,154 1.3 33,107,041 (0.9) 103,604,277 2.1
2011 24,122,478 0.6 47,683,529 2.5 33,711,372 1.8 105,517,379 1.8
2012 25,707,784 6.6 49,292,733 3.4 34,014,027 0.9 109,014,544 3.3
2013 26,722,183 3.9 50,423,765 2.3 35,016,236 2.9 112,162,184 2.9
2014 26,954,588 0.9 53,254,362 5.6 35,600,108 1.7 115,809,058 3.3
2015 28,437,668 5.5 56,827,154 6.7 37,494,704 5.3 122,759,526 6.0
2016 29,786,769 4.7 58,956,288 3.7 40,351,331 7.6 129,094,388 5.2
Yea r-to-Da te through Ma rch
2016 6,519,701 — 12,850,561 — 8,818,138 — 28,188,400 —
2017 6,352,267 -2.6 % 12,916,233 0.5 % 9,751,679 10.6 % 29,020,179 3.0 %
Source: Port Authori ty of New York a nd New Jers ey

As detailed, after incurring overall passenger activity declines in 2008 and 2009 due
to the impact of the latest recession, statistics have improved since 2010. Overall
passenger count rebounded by roughly 2% in each - 2010 and 2011. In 2012, overall
passenger count for the area increased at a stronger rate of 3.3%, and the
momentum continued through 2015. We note that New York City benefited from
relatively mild winters in early 2016 and 2017, resulting in reduced flight
cancelations than in prior years; coupled with rises in demand and flight offerings,
passenger counts have continued to climb.

LaGuardia Airport Expansion

The State of New York has commenced an ambitious construction project that
envisions an entirely new, $3.6 billion central terminal at LaGuardia, in the context
of a redevelopment of the entire airport. While a new terminal has been in the works
for years, in October 2014 Governor Andrew Cuomo announced a new goal of
redeveloping the entirety of the airport. The redeveloped hub would offer vast open
spaces, restaurants, shopping plazas, new parking garages, free Wi-Fi and other

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Proposed 9 Orchard Hotel – New York, New York 33
 amenities now common in other airports. Built to accommodate 8 million
passengers a year, the existing central terminal at LaGuardia Airport now handles
12.5 million. The government envisions a redeveloped airport that could handle as
many as 17.5 million passengers by 2030. The Port Authority selected a partner in
Spring 2015 to redevelop the airport; the consortium selected, Gateway Partners, is
a joint venture including Vantage Airport Group, Skanska, Meridiam, Walsh
Construction, HOK and Parsons Brinckerhoff. This consortium will work to install
the new central terminal in conjunction with the forthcoming master plan for
LaGuardia.

JFK Airport Expansion

In 2010, the Port Authority approved a plan to demolish Terminal 3 and construct
a new state-of-the-art terminal to replace aging Terminal 4. The $1.2-billion project
commenced in 2011 and the first phase of this project was completed in May 2013.
Terminal 4 is occupied by Delta Air Lines and the opening of the first phase includes
an expanded security area with 16 lanes, improved check-in areas, a centralized
security checkpoint, a new 24,000 square-foot Sky Club, an improved baggage
handling system, as well as improved Customs and Border Protection baggage claim
and re-check facilities. Phase two of the Terminal 4 redevelopment plan was
completed in early 2015, including an additional 11 gates on Terminal 4’s Concourse
B.

In January 2017, New York Governor Andrew Cuomo announced a $10-billion

upgrade plan to modernize JFK airport, including changes to key access routes, mass
transit systems upgrades, and terminal renovations. The Van Wyck Expressway, the
airport’s main access route, would be expanded while additional cars would be
added to each Airtrain. The existing terminals will be linked to one another, allowing
passengers to make connections without leaving and reentering the main terminal
system. Though no timelines was released for the project, funding is expected to
comprise a mix of public and private. The city forecasts that passenger traffic at JFK
would reach 75 million by 2030 and 100 million by 2050.

Woods & Poole In addition to the data outlined earlier in this section, we have provided a summary
Economic and of economic and demographic statistics compiled by Woods & Poole Economics,
Demographic Review Inc., a well-regarded forecasting service based in Washington, DC. In addition to
information for the Borough of Manhattan (New York County), statistics are also
provided for the New York-Northern New Jersey-Long Island, NY-NJ-PA
Metropolitan Statistical Area (MSA). The MSA consists of New York City’s five
boroughs and the New York Counties of Nassau, Putnam, Rockland, Suffolk and
Westchester; the New Jersey Counties of Bergen, Essex, Hudson, Hunterdon,
Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, and Union; and

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Proposed 9 Orchard Hotel – New York, New York 34
 Pike County, Pennsylvania. Data for the State of New York and the nation as a whole
are also provided.

These figures are set forth in the following table. All dollar amounts have been
adjusted for inflation by Woods & Poole, and thus they reflect real change. We note
that the percent changes indicated in the following table are based on unrounded
figures; consequently, they may not calculate exactly. Historical and projected
employment for the MSA is summarized in the second table.

FIGURE 3-10 ECONOMIC AND DEMOGRAPHIC DATA FOR THE SUBJECT PROPERTY’S MARKET AREA
Average Annual
Compounded Change
2000 2010 2015 2020 2000-10 2010-15 2015-20

Resident Population (Thousands)

New York County 1,540.5 1,587.5 1,613.4 1,626.2 0.3 % 0.3 % 0.2 %
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 18,980.0 19,590.9 20,115.5 20,646.4 0.3 0.5 0.5
New York-Newa rk, NY-NJ-CT-PA CSA 22,282.7 23,103.2 23,715.1 24,344.2 0.4 0.5 0.5
Sta te of New York 19,001.8 19,395.2 19,819.8 20,256.9 0.2 0.4 0.4
Uni ted Sta tes 282,162.4 309,330.2 324,186.9 340,554.3 0.9 0.9 1.0

Per-Capita Personal Income*

New York County $100,985 $113,810 $117,251 $124,734 1.2 0.6 1.2
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 47,454 53,239 56,306 60,241 1.2 1.1 1.4
New York-Newa rk, NY-NJ-CT-PA CSA 47,600 52,930 56,010 59,945 1.1 1.1 1.4
Sta te of New York 41,650 48,320 51,080 54,689 1.5 1.1 1.4
Uni ted Sta tes 36,473 39,144 41,554 44,387 0.7 1.2 1.3

W&P Wealth Index

New York County 247.4 261.8 254.8 253.9 0.6 (0.5) (0.1)
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 123.6 129.9 129.4 129.6 0.5 (0.1) 0.0
New York-Newa rk, NY-NJ-CT-PA CSA 124.2 129.6 129.2 129.4 0.4 (0.1) 0.0
Sta te of New York 109.4 118.6 118.1 118.3 0.8 (0.1) 0.0
Uni ted Sta tes 100.0 100.0 100.0 100.0 0.0 0.0 0.0

Food and Beverage Sales (Millions)*

New York County $7,421 $9,937 $10,879 $11,421 3.0 1.8 1.0
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 24,862 30,738 33,644 35,816 2.1 1.8 1.3
New York-Newa rk, NY-NJ-CT-PA CSA 29,056 35,763 39,134 41,699 2.1 1.8 1.3
Sta te of New York 23,877 29,077 31,734 33,764 2.0 1.8 1.2
Uni ted Sta tes 368,842 447,396 499,600 548,160 1.9 2.2 1.9

Total Retail Sales (Millions)*

New York County $36,498 $45,633 $50,303 $53,322 2.3 2.0 1.2
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 242,970 261,795 290,417 311,951 0.7 2.1 1.4
New York-Newa rk, NY-NJ-CT-PA CSA 294,541 313,385 347,642 373,585 0.6 2.1 1.4
Sta te of New York 227,621 244,202 270,022 289,311 0.7 2.0 1.4
Uni ted Sta tes 3,902,969 4,149,070 4,707,800 5,187,469 0.6 2.6 2.0

* Infl a ti on Adjus ted

Source: Woods & Pool e Economi cs , Inc.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 35
FIGURE 3-11 HISTORICAL AND PROJECTED EMPLOYMENT – MSA (+000)
Average Annual
Compounded Change
Percent Percent Percent Percent 2000- 2010- 2015-
Industry 2000 of Total 2010 of Total 2015 of Total 2020 of Total 2010 2015 2020
Fa rm 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 % 0.0 % 0.0 %
Fores try, Fi s hi ng, Rel a ted Acti vi ti es And Other 0.2 0.0 0.3 0.0 0.3 0.0 0.3 0.0 3.6 (1.3) 0.7
Mi ni ng 1.4 0.1 1.2 0.0 1.4 0.0 1.3 0.0 (1.4) 2.2 (0.7)
Uti l i ti es 5.7 0.2 3.6 0.1 3.6 0.1 3.5 0.1 (4.4) (0.1) (0.5)
Cons tructi on 40.5 1.5 36.9 1.3 38.2 1.3 39.6 1.3 (0.9) 0.7 0.7
Ma nufa cturi ng 69.0 2.5 29.3 1.1 27.1 0.9 25.0 0.8 (8.2) (1.6) (1.6)
Tota l Tra de 245.4 9.0 236.8 8.6 251.1 8.6 257.8 8.6 (0.4) 1.2 0.5
Whol es a l e Tra de 104.3 3.8 82.7 3.0 82.0 2.8 79.2 2.6 (2.3) (0.2) (0.7)
Reta i l Tra de 141.1 5.2 154.1 5.6 169.1 5.8 178.6 5.9 0.9 1.9 1.1
Tra ns porta ti on And Wa rehous i ng 36.8 1.3 24.5 0.9 23.5 0.8 22.7 0.8 (4.0) (0.8) (0.7)
Informa ti on 181.6 6.6 153.2 5.5 159.8 5.5 160.3 5.3 (1.7) 0.9 0.1
Fi na nce And Ins ura nce 385.7 14.1 358.1 13.0 379.6 13.1 386.9 12.8 (0.7) 1.2 0.4
Rea l Es ta te And Renta l And Lea s e 108.5 4.0 140.5 5.1 144.1 5.0 147.6 4.9 2.6 0.5 0.5
Tota l Servi ces 1,197.0 43.7 1,324.7 47.9 1,427.3 49.1 1,510.1 50.1 1.0 1.5 1.1
Profes s i ona l And Techni ca l Servi ces 327.0 11.9 355.8 12.9 384.1 13.2 405.7 13.5 0.8 1.5 1.1
Ma na gement Of Compa ni es And Enterpri s es 49.3 1.8 57.6 2.1 62.0 2.1 65.2 2.2 1.6 1.5 1.0
Admi ni s tra ti ve And Wa s te Servi ces 166.7 6.1 144.7 5.2 151.6 5.2 158.4 5.3 (1.4) 0.9 0.9
Educa ti ona l Servi ces 92.3 3.4 117.2 4.2 125.1 4.3 129.2 4.3 2.4 1.3 0.6
Hea l th Ca re And Soci a l As s i s ta nce 208.7 7.6 240.5 8.7 258.0 8.9 282.7 9.4 1.4 1.4 1.8
Arts , Enterta i nment, And Recrea ti on 94.4 3.4 108.8 3.9 115.5 4.0 121.6 4.0 1.4 1.2 1.1
Accommoda ti on And Food Servi ces 147.0 5.4 182.5 6.6 204.7 7.0 215.2 7.1 2.2 2.3 1.0
Other Servi ces , Except Publ i c Admi ni s tra ti on 111.6 4.1 117.6 4.3 126.3 4.3 132.1 4.4 0.5 1.4 0.9
Tota l Government 466.5 17.0 455.0 16.5 452.1 15.5 459.3 15.2 (0.2) (0.1) 0.3
Federa l Ci vi l i a n Government 31.7 1.2 24.4 0.9 21.5 0.7 20.6 0.7 (2.6) (2.5) (0.8)
Federa l Mi l i ta ry 3.1 0.1 2.8 0.1 2.9 0.1 2.9 0.1 (1.0) 0.7 0.1
Sta te And Loca l Government 431.7 15.8 427.8 15.5 427.8 14.7 435.8 14.5 (0.1) (0.0) 0.4
TOTAL 2,738.3 100.0 % 2,764.0 100.0 % 2,908.2 100.0 % 3,014.5 100.0 % 0.1 % 1.0 % 0.7 %
MSA 10,398.6 — 11,217.5 — 11,825.8 — 12,427.5 — 0.8 % 1.1 % 1.0 %
U.S. 165,371.0 — 173,626.7 — 185,504.6 — 198,343.5 — 0.8 1.3 1.3

Source: Woods & Pool e Economi cs , Inc.

Market Area Reflective of the impact of the latest recession, economic indicators for New York
Conclusion City illustrated worsening trends through most of 2009. However, New York City
rebounded well over the last three quarters of 2010 and the first half of 2011. The
recovery has slowed somewhat in 2012 due to a meeker domestic recovery process
and the European debt crisis. However, in 2013, a stronger growth trend resumed
and continued at a strong pace from 2014 through 2016. Considering its diverse and
expansive economic base, the outlook for the New York City market remains
positive, with a potential for particularly strong growth when the global economic
recovery intensifies.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 36
4. Manhattan Lodging Overview

Historical Trends Hotel performance in the Manhattan lodging market has experienced some wide
fluctuations over the course of up and down economic cycles since 1989. Between
January 1989 and December 2016, the market was affected by three national
recessions, which produced some dramatic dips in demand. The first two recessions
(in 1990/91 and 2001, respectively) lasted approximately eight months, while the
most recent began in late 2008 and stretched for 18 months—making it the most
serious and prolonged economic setback in the U.S. since World War II.

The following graph illustrates the dynamics between supply and demand in
Manhattan. The percent changes in supply and demand reflect a twelve-month
moving average from January 1989 through December 2016. The recessionary
periods, which were all followed by a sharp decline in demand, are highlighted in
yellow.

FIGURE 4-1 NATIONAL ECONOMIC DOWNTURNS PRODUCE WIDE SWINGS IN DEMAND FOR HOTELS

15% 1
11.6%
11.0%
Aug '10
May '04 0.9
7.7%
10%
Mar '95 0.8

0.7
5%
0.6

0% 0.5

0.4
-5%
-4.3% 0.3
-6.1% Aug '09
Oct '91 0.2
-10%
-9.9%
0.1
Mar '02

-15% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions Supply % Change - CAGR 1.9% Demand % Change - CAGR 2.3%

Source: HVS, STR, and National Bureau of Economic Research

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 37
 Notably, the minor decline in demand in 2006 was a result of the massive popularity
of an art exhibit held in Central Park in the winter of 2005; the exhibit, known as
“The Gates,” attracted between one and one-and-a-half million additional visitors to
Manhattan during the low season for tourism, and demand normalized the following
year. The conversion of several hotels to condominiums during this period further
contributed to the decline in demand. Demand declines in Manhattan have been
typically short-lived (between 12 to 16 months) and followed by steep increases, a
testament to the market’s resiliency.

The most recent and most serious recession (in terms of duration and severity)
coincided with a sharp increase in hotel supply in the Manhattan lodging market.
Nevertheless, hotel demand did not suffer as much as during the previous two
recessions. Demand bottomed out at -4.3% in August 2009, whereas demand fell -
9.9% in March 2002 and -6.1% in October 1991. Manhattan hotel demand also
experienced its strongest rebound following the 2008/09 recession. In August
2010, the Manhattan market registered an increase in demand of 11.6%—the
strongest year-over-year growth in demand over the last 27 years.

This significant recovery reflects Manhattan’s growing diversity of major demand

generators. New York City boasts a status as the world’s financial capital, with
international banking and investment institutions drawing in commercial travelers
year round. The city is also an international cultural destination, and leisure
travelers descend on Manhattan by the millions each year, particularly in the spring
and summer months. Tourism and commercial business continues to expand in the
market, increasing the call for hotel rooms and supporting strong demand
fundamentals for local hotels.

Through year-end 2016, demand growth modestly outpaced increases in supply; on

a twelve-month moving average, supply increased at 4.9% comared to 5.5%
demand growth.

Changes in Hotel Strong barriers to entry in the Manhattan market historically meant a minimal
Supply expansion of hotel supply; from 2004 through 2006, supply actually decreased
because of the conversion of several hotels to condominiums. Since early 2009,
however, the market has consistently registered strong year-over-year supply
growth. From January 2009 to December 2016, supply increased by 39.1% on a
twelve-month moving average. During each month from December 2009 through
January 2012, supply growth exceeded 5% on a twelve-month moving average. The
pipeline of new supply slowed somewhat in the years that followed, but picked up
from July 2014 through February 2015, surpassing 5% growth per month yet again.

Throughout 2015, supply growth stood above 3.0% for the majority of the year,
though the pace of growth began to moderate slightly during the fourth quarter.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 38
 Through the first half of 2016, supply levels continued to rise by an average of 3.3%
per month; this pace accelerated to 4.6% per month in the second half of the year,
resulting in average monthly supply growth of 4.0% for 2016 on a twelve-month
moving average.

Historically, the Manhattan market has been undersupplied. For more than a
quarter century, compounded average annual demand growth has outpaced
corresponding growth in supply, as indicated in the previous chart. Manhattan
ranks among a select few of the top 25 U.S. lodging markets that have maintained
such a positive differential between supply and demand.

The trend of inventory growth recorded from 2009/10 through 2016 is anticipated
to continue at record levels through 2018. Although we expect a tapering of growth
in new supply beyond 2018, as hotel financing has become scarcer and land costs
have remained high, the supply pipeline at present for 2019 remains robust, as will
be presented subsequently in this report.

Hotel Performance in Manhattan’s favorable supply and demand dynamics have translated into strong
Manhattan occupancy levels for area hotels, despite some relatively brief occupancy declines.
The following graph illustrates occupancy trends as a twelve-month moving
average from January 1989 to December 2016.

FIGURE 4-2 MANHATTAN HOTEL OCCUPANCY MAINTAINS 55 MONTHS OF 85%+ OCCUPANCY

90% 87.2% 70
Dec.'14
15 Mo.
60
85%
55 Mo.
50
80% 6 Mo.
34 Mo.
79.2% 40
Aug '09
75%
30
72.2%
70% Aug '02
20

65%
10

60% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16
Recessions Occ

Source: HVS, STR, and National Bureau of Economic Research

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 39
 Occupancy in Manhattan suffered some volatility over the illustrated period,
particularly during the recessions of the early 1990s and 2000s. Occupancy
recovered, however, and held fast in the mid-80s from 2005 through 2008, which
suggests that Manhattan hotels, overall, were at close to maximum capacity during
that time.

While the 2008/09 recession once again sent occupancy reeling, the decline was not
nearly as severe or drawn out as that following the 2001 recession, despite the
increase in hotel supply. Occupancy dipped below the 80% threshold for only six
consecutive months in 2009, whereas occupancy remained in the low-to-mid 70%
range from July 2001 to April 2004—a span of 34 months.

Comparative growth over the same periods illustrates occupancy’s relatively strong
recovery following the most recent downturn. During the expansion period
following the 2001 recession, occupancy remained above 85% for 15 consecutive
months. As of December 2016, occupancy has remained above 85% for 55
consecutive months, hitting an all-time high of 87.2% in December 2014; in 2016,
monthly occupancy on a twelve-month moving average remained relatively stable,
fluctuating in the narrow range between 86.2% and 86.8%, the height of which was
registered in the most recent December period.

The following graph illustrates average rate levels as a twelve-month moving

average for Manhattan hotels from January 1989 to December 2016.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 40
FIGURE 4-3 AVERAGE RATE PEAKS IN LATE 2008, GROWTH TAPERS AFTER RECOVERY

$350 $313.78 200

Sep '08 $278.49
Dec'16180
$300
160

$250 140

120
$200
100
$150
80

$100 60

40
$50
20

$0 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions ADR

Source: HVS, STR, and National Bureau of Economic Research

Registering at $278.49 as of year-end 2016, average rate sat approximately 11.5%

below its prior peak of $313.78 in September 2008. Average rate reached a post-
recession height of $292.59 in November 2014. Unlike occupancy in the market,
which has soared since the last recession, both average rate and RevPAR levels for
Manhattan hotels have yet to fully recover from the downturn. Indeed, the increase
in supply has hindered average rate recovery. Although demand fundamentals in
Manhattan have remained strong and overall occupancy has stood solidly in the
mid-80s, many hotel operators have either kept average rates flat or even lowered
them for fear of losing market share.

The following graph illustrates RevPAR levels in the Manhattan lodging market from
January 1989 to year-end 2016.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 41
FIGURE 4-4 REVPAR FOR HOTELS MODERATES THROUGH OCTOBER 2016, FACES PROLONGED
RECOVERY

$300 200
$269.00
$241.61
Sep '08
Dec. '16 180
$250
160

140
$200
120

$150 100

80
$100
60

40
$50
20

$0 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 14 15 16

Recessions RevPAR

Source: HVS, STR, and National Bureau of Economic Research

Like average rate, RevPAR in Manhattan has leveled off in the past three years.
Despite almost five years of steady gains, the latest available figures (from
December 2016) show RevPAR approximately 10.2% below its historical peak in
September 2008. Yet both average rate and RevPAR for Manhattan hotels have
increased significantly since 1989, particularly during the expansion period
following the 2001 recession.

RevPAR has been slower to recover from the most recent recession. Compounded
annual growth from January 2010 to June 2012 was 8.6%, indicating a strong pace
of recovery; however, from July 2012 through December 2016, the rate declined to
approximately 1.0%. This deceleration in recovery has postponed the market’s
ability to surpass the 2008 peak; thus, we have consequently adjusted the forecast
of when the market could return to its record RevPAR levels.

The following graph illustrates percent changes in occupancy and average rate as a
twelve-month moving average from January 1989 to December 2016.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 42
FIGURE 4-5 AFTER RECOVERY IN 2011, AVERAGE RATE DECELERATION LEADS TO DECLINES IN 2015/16

20% 17.5% 1
Jul '06
15% 11.8% 0.9
Oct '98 10.1%
Apr '11 0.8
10%

0.7
5%
0.6
0%
0.5
-5% -5.1% -2.9%
Apr '92 -7.7% 0.4
May '09 Dec. '16
-10% -8.1% -11.2% 0.3
May '91 Jan '02
-15%
0.2

-20% -17.2%
Aug '02 -22.7% 0.1
Jan '10
-25% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions Occ % Change ADR % Change

Source: HVS, STR, and National Bureau of Economic Research

Average rate volatility in the Manhattan lodging market has become more
pronounced over the illustrated period; however, it is worthy to note that this trend
in part reflects the growing number of hotels reporting average rates to STR or
through online resources such as Expedia. The immediate availability of lodging
data has created a higher level of transparency in the market, enabling local hotel
operators to react quickly to shifts in competitors’ average rates. Furthermore,
Manhattan’s lodging industry grows more competitive as new hotels continue to
open.

The most significant shifts in average rate came in the wakes of past recessions, as
hotel operators cut prices to capture more rate-conscious demand. Average rates
have demonstrated a capacity to rebound following some of the most precipitous
declines. Average rate in Manhattan plummeted 17.2% in August 2002; four years
later, however, rates surged by a comparable magnitude of 17.5%.

Relatively healthy occupancy levels in Manhattan during and following the 2008/09
recession came largely at the expense of even more sizeable cuts in average rate;
percent change in average rate bottomed out at 22.7% in January 2010.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 43
 Nevertheless, average rate rebounded faster and stronger following the most recent
recession than after either of the previous two contractions.

Since 2011, however, average rate growth has decelerated. As occupancy levels
fluctuated, operators maintained healthy average rate growth through 2012, 2013,
and most of 2014. Yet as new hotels continued to enter the market, average rate
growth slowed in late 2014 and declined in August 2015.

Average rate then further declined for 15 consecutive months, with the most
significant monthly decline registered in October 2016 at -4.2% on a twelve-month
moving average. However, this trend began to reverse in November, with respective
declines of -3.5% and -2.9% registered in November and December 2016 on a
twelve-month moving average. On a year-over-year basis, these months actually
registered rate improvements of 3.9% and 1.3%, respectively. Although the market
is still considered highly volatile in terms of rate growth, this trend demonstrates
that rate may have bottomed out in the current down cycle. Operators also remain
optimistic that this trend will be sustained through Q1 2017, a traditionally weak
period for the market.

Supply versus Average The following graph illustrates percent changes in hotel supply and average rate as
Rate Changes for a twelve-month moving average from January 1989 to December 2016.
Manhattan Hotels

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 44
FIGURE 4-6 A STEEP DROP IN AVERAGE RATE COINCIDES WITH A RISE IN NEW SUPPLY IN 2009/10

25% 1
17.5%
20% 11.8% Jul '06 0.9
Oct '98
15% 10.1% 0.8
Apr '11
10%
0.7
27 Mo. 46 Mo.
5%
0.6
0%
0.5
95 Mo. 59 Mo. 59 Mo.
-5%
-4.2% 0.4
-10% -5.1% Oct '16
Apr '92
0.3
-15%

-20% -17.2% 0.2

Aug '02
-25% -22.7% 0.1
Jan '10
-30% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions ADR % Change Supply % Change

Source: HVS, STR, and National Bureau of Economic Research

Periods of economic recovery and expansion in a lodging market are characterized

by strong growth in average rates, and this has been evident in Manhattan. The
market realized 27 consecutive months of double-digit increases in average rate
from January 1997 to March 1999, followed by 46 consecutive months of rising
average rates from November 2004 to August 2008. The market experienced its
steepest rise in average rate growth during the expansion period following the 2001
recession, which coincided with decreases in supply.

Since the most recent recession, the market has experienced only one month of
double-digit average rate growth: 10.1% in April 2011. The somewhat repressed
recovery of average rate in Manhattan largely reflects an upward shift in hotel
supply. The significant number of new hotels entering the market since early 2009
has not negatively affected occupancy; however, the additional inventory has
limited the ability for hotel operators to raise average rates.

This trend became more pronounced in 2015 when, after 59 months of positive
growth, average rates on a twelve-month moving average declined for the first time
since 2010, declining more rapidly each month as depicted on the illustration above.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 45
 The rapid influx of supply has significantly reduced the number of sell-out room
nights in the market; operators report that this lack of compression has hindered
their ability to drive average rate during peak demand periods. This has resulted in
additional consumer pricing power, as increased inventory has also reduced the
pressure for advanced bookings; with a shorter booking window, operators report
difficulties in yield-strategy implementation, particularly given some operators’
incentive to cut last-minute rates based on brand-loyalty redemption rules.

As mentioned, however, the pace of deceleration moderated in November and

December 2016, indicating that average rate may have bottomed out in the current
down cycle.

Long-Term Historical The following graph illustrates RevPAR percent changes from January 1989 to
RevPAR for Manhattan December 2016 as a twelve-month moving average.
Hotels
FIGURE 4-7 NEW SUPPLY LENGTHENS REVPAR RECOVERY PERIOD FOR MANHATTAN HOTELS

30% 1
Feb '05
22.2% 0.9
20% Mar '97
Jan '11 0.8
14.7%
12.8%
7 Mo.
0.7
10% 6 Mo.
57 Mo. 53 Mo. 0.6

0% 0.5
98 Mo. 59 Mo. 60 Mo.
0.4
-10%
Sep '91 0.3
-10.4%
0.2
-20%
0.1
July '02 Oct '09
-24.4% -27.2%
-30% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions RevPAR % Change

Source: HVS, STR, and National Bureau of Economic Research

Since 1987, RevPAR has increased at an average annual compounded rate of 3.7%.
The Manhattan market experienced 57 consecutive months of double-digit
increases in RevPAR from June 1994 to February 1999, and another 53 consecutive

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 46
 months of increases from May 2004 to September 2008. RevPAR percent change
peaked in February 2005 at 22%, bottoming out at -27.2% in October 2009, amidst
the negative impact of the recession. RevPAR in Manhattan had fallen by -24.4% in
the wake of the previous recession in July 2002.

RevPAR for Manhattan hotels was quicker to rebound following the most recent
recession than after the previous two contractions, with the recovery primarily
fueled by rapidly achieved gains in average daily rate. As of December 2016,
however, the Manhattan hotel market had experienced only six consecutive months
of double-digit increases in RevPAR, from November 2010 to April 2011. Despite a
strong initial recovery, RevPAR growth decelerated steadily beginning in 2011, and
has remained below 5% since November 2013. RevPAR growth fluctuated around
2.5% throughout 2014 and did not surpass 2.1% for any month in 2015. RevPAR
change was negative through the second half of 2015, thus ending a 60-month span
of positive change in the market. RevPAR posted a -2.4% rate of change in December
2015 (on a twelve-month moving average), which accelerated to -4.3% by October
2016. This pace of change decelerated to -2.3% in December 2016, as RevPAR
registered respective year-over-year increases of 8.5% and 3.3% in November and
December 2016, which are the highest registered in the market since September
2015.

While year-over-year increases in RevPAR late in the year could not fully mitigate
the overall RevPAR decline of 2.3% registered for 2016, this trend bodes well for a
less significant RevPAR decline in 2017. Occupancy is forecast to remain relatively
stable in the mid-80s; the historical data demonstrates that the market’s vast base
continues to generate additional demand on par with inventory increases. However,
the unprecedented expansion of hotel supply in Manhattan over the past six years
has, more than any other factor, put pressure on the city’s RevPAR recovery.
Furthermore, as will be demonstrated, a record number of new guestrooms are
expected to enter the market through year-end 2017.

The following graph illustrates RevPAR cycles through the last three recessions as
a twelve-month moving average.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 47
FIGURE 4-8 REVPAR TROUGH SHORTER IN LATEST RECESSION, THOUGH OVERALL RECOVERY IS
SIGNIFICANTLY PROLONGED

5%
4 y. 4 y. 9 mo. 11y. 5mo. - Feb.'20
0%
- 10.2%
December '16
-5%
Early 1990s Recession
-10%
2008 Recession
Trough, 27 mo.
-15%

-20%

-25%
2001 Recession
Trough, 20 mo.
-30%
Trough, 16 mo.

-35%
13

21

29

37

45

53

61

69

89

97
17

25

33

41

49

57

65

73
77
81
85

93

105

113

121
101

129
109

137
117

125

133
5
1

Months

Source: HVS and STR

Following the early 1990’s recession, RevPAR in Manhattan went from peak to
trough within 27 months, returning to its former peak after approximately four
years. RevPAR suffered far more severe falls as a result of the subsequent
recessions. RevPAR reached bottom in 20 months and took four years and nine
months to regain its former peak in the early 2000s. RevPAR took only 16 months
to fall to a low of $189.34 in January 2010, but it has yet to regain its prior peak. In
both cases, RevPAR for Manhattan hotels dropped approximately 30% in less than
two years.

RevPAR in Manhattan rebounded strongly through the end of 2010; however, the
market subsequently suffered inclement weather, which impeded visitation, and an
influx of new supply. RevPAR remained relatively flat in the first three months of
2011, growing moderately through the rest of the year. This moderate pace of
growth continued on the whole through 2015, with occasional dips into monthly
RevPAR stagnation or decline. Overall, RevPAR trended upward through 2014;
however, RevPAR growth decelerated in the first half of 2015. After flattening out
mid-year, RevPAR declined, albeit moderately, through the final five months of

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 48
 2015. This trend continued at an even more significant rate through the beginning
of 2016, as supply increases continued to affect the ability of existing properties to
achieve average rate growth.

As of December 2016, RevPAR was 10.2% lower than the September 2008 peak. We
note that RevPAR bottomed out in October 2016, registering a level 10.8% below
the prior peak, with November and December indicating a turn for the market after
registering year-over-year RevPAR increases of 8.5% and 3.3%, respectively. Going
forward, RevPAR levels are expected to remain relatively stagnant in the near term,
with recovering accelerating to a more significant pace thereafter. Given the slow
pace of recovery and the robust supply pipeline, we do not forecast a full RevPAR
recovery until February 2020, by which time supply growth will be minimal and
demand in the market will have increased further. This forecast for recovery marks
a total span of eleven years and five months, far longer than any previous recovery
period for the market.

New Supply Approximately 160 new hotels opened in Manhattan between January 2009 and
December 2016. On a twelve-month moving average, 26,803 rooms have been
added to the market since 2008, representing growth of roughly 39.9%. The largest
annual increases were registered early in this period, with supply growth near the
20% mark in both 2009 and 2010 (41.1% combined growth). The pace dropped
significantly in the years that followed, but once again rose to double-digit growth
each year from 2013 through 2015. The following chart displays the breakdown per
year of total new supply since 2009. This is followed by hotel openings per month,
from 2009 through 2016.

FIGURE 4-9 NEW SUPPLY PER YEAR (PERCENT OF TOTAL SINCE 2009)

2009 2010 2011 2012 2013 2014 2015 2016

12.5%
21.7%

13.2%

11.5% 19.4%

15.1% 5.4%
4.0%

Source: STR

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 49
FIGURE 4-10 MORE THAN 29,000 NEW HOTEL ROOMS HAVE COME ONLINE SINCE THE RECESSION

6 35,000

30,000
5

25,000
4

Total Number of Rooms

Number of Hotels

20,000

15,000

2
10,000

1
5,000

0 0

Total Hotels Total New Rooms

Source: HVS and STR

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 50
 The entrance of the most recent growth in new supply coincided with the latest
recession, continuing in its wake and into the recovery of the past several years.
Nevertheless, growth in supply has generally had a minimal effect on market-wide
occupancy. As previously discussed, supply increases in the market have historically
had a stronger impact on average rate growth than on occupancy, and the pressure
on average rates has led to the prolonged recovery of RevPAR for Manhattan hotels.
Supply growth caught up to demand growth in 2015—the first year in recent history
that this has occurred; however, this trend reversed again in 2016, even despite a
5.3% growth in rooms when compared to the 2.6% registered the previous year.
Given forecasts for supply growth through 2019, we expect overall occupancy to
remain relatively stable in the mid-80% range.

New hotel openings in Manhattan totaled 18 in 2016, as shown in the following

table.

FIGURE 4-11 HOTEL OPENINGS IN MANHATTAN IN 2015

Property Address Rooms Opening Date Property Type

Sago Hotel 120 Allen Street 20 Jan-16 Limited-Service
Four Points Financial District 6 Platt Street 261 Jan-16 Select-Service
Innside by Melia Manhattan 132 West 27th Street 313 Mar-16 Full-Service
Renaissance Midtown South 215 West 34th Street 345 Mar-16 Full-Service

Riu Plaza Time Square 8th Avenue and 46th Street 654 Mar-16 Full Service
11 Howard 11 Howard Street 221 Apr-16 Full-Service, Boutique
Riff Hotel Downtown 102 Greenwich Street 36 Apr-16 Full-Service, Boutique
AKA Wall Street 84 William Street 140 Jun-16 Full-Service, Luxury
Hotel Grand Union (HGU New York) 34 East 32nd Street 90 Jul-16 Full-Service, Boutique
The Beekman Hotel 5 Beekman 287 Sep-16 Full-Service, Boutique
Arlo Hudson Square 231 Hudson Street 325 Sep-16 Limited-Service, Boutique
Four Seasons World Trade Center 30 Park Place 189 Sep-16 Full-Service, Luxury
Fairfield Inn Manhattan Central Park 538 West 58th Street 230 Oct-16 Limited-Service
The Bernic 145 East 47th Street 96 Nov-16 Full Service, Boutique
Arlo Hotel NoMad 11 East 31st Street 248 Nov-16 Full-Service, Boutique

Courtyard Lower Manhattan 133-135 Greenwich Street 317 Nov-16 Select-Service

Carnegie Hotel 160 West 56th Street 66 Dec-16 Full-Service, Luxury
Even Hotel 44th Street 219 East 44th Street 230 Dec-16 Full Service, Boutique
Total 4,068

Source: HVS

Supply growth is expected to continue strongly through 2018 and, to a lesser extent,
through 2019. The following tables illustrate the anticipated new supply from 2016
through 2019.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 51
FIGURE 4-12 FORTHCOMING HOTEL OPENINGS IN MANHATTAN - 2017

Property Address Rooms Opening Date Property Type Neighborhood Developer/Owner

Four Points Hudson Yards 446 Tenth Avenue 151 Feb-17 Select-Service Midtown South Maddd Equities LLC
Whitby Hotel 18-20 West 56th Street 86 Feb-17 Full-Service, Luxury Midtown West Firmdale Hotels
DoubleTree Hotel 350 West 40th Street 612 Feb-17 Full-Service Midtown South McSam Hotel Group
The Artezen Hotel 24 John Street 89 Mar-17 Full-Service, Boutique Downtown N/A
Luma Hotel 120 West 41st Street 130 Mar-17 Select-Service, Boutique Midtown West Stanford Hotels
Hilton Garden Inn Water Street 6 Water Street 249 Mar-17 Select-Service Downtown McSam Hotel Group
Hilton Garden Inn Times Square South 326 West 37th Street 242 Mar-17 Select-Service Midtown South McSam Hotel Group
Proposed Allen Street Hotel 263 Broome Street 41 Apr-17 Limited-Service Lower East Side Wholesome Realty Inc.
Joie de Vivre Bowery 50 Bowery Street 225 Apr-17 Full-Service, Boutique Chinatown Bowery Holdings LLC
Hyatt House Manhattan Chelsea 101 West 28th Street 150 Apr-17 Full-Service Chelsea/Gramercy Lexin Capital
MADE Hotel 44 West 29th Street 108 Apr-17 Limited-Service Chelsea/Gramercy Real Hospitality
The Bryant 16 West 40th Street 230 May-17 Full-Service, Luxury Midtown East N/A
Moxy Seventh Avenue 485 7th Avenue 618 Jul-17 Select-Service Midtown South Lightstone Group
Crowne Plaza Hotel 320 West 36th Street 250 Jul-17 Full-Service Midtown South Raber Enterprises
Embassy Suites Midtown 60 West 37th Street 313 Jul-17 Full-Service Midtown South N/A
SLS New York 444 Park Avenue South 190 Aug-17 Full-Service, Boutique Murray Hill SBE
Public Hotel 215 Chrystie Street 370 Aug-17 Full-Service, Boutique Tribeca/Lower East Side Ian Schrager
POD Hotel 400 West 42nd Street 665 Aug-17 Full-Service, Boutique Midtown West Friedman Group
Fairfield Inn & Suites Greenwich Street 98-100 Greenwich Street 196 Aug-17 Limited-Service Downtown McSam Hotel Group
AC Hotel 151 Maiden Lane 272 Oct-17 Select-Service Financial District LCRE Group
Walker Street Hotel 396 Broadway 171 Oct-17 Select-Service Tribeca Bridgeton Holdings
Battery Maritime Building Hotel 10 South Street 61 Oct-17 Limited-Service Financial District N/A
AC Hotel by Marriott 310 West 40th Street 287 Dec-17 Full-Service Midtown South LCRE Group
TownePlace Suites 324 West 44th Street 114 Dec-17 Extended-Stay Midtown McSam Hotel Group
Total 5,820

Source: HVS

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 52
FIGURE 4-13 FORTHCOMING HOTEL OPENINGS IN MANHATTAN – 2018

Property Address Rooms Opening Date Property Type Neighborhood Developer/Owner

Comfort Inn 337 West 36th Street 80 Q1 2018 Limited-Service Midtown West McSam Hotel Group
aloft New York Midtown 25 West 38th Street 176 Q1 2018 Select-Service Midtown South Fortuna Realty/Starwood Hotels
Courtyard Financial District 215 Pearl Street 200 Q1 2018 Select-Service Financial District Lam Group
Residence Inn Financial District 215 Pearl Street 120 Q1 2018 Extended-Stay Financial District Lam Group
Ace Hotel 225 Bowery 200 Q1 2018 Full-Service Lower East Side Omnia Group
MOXY Hotel 105 West 28th Street 348 Q1 2018 Select-Service Chelsea/Gramercy Lightstone Group
Hotel Indigo 10 Maiden Lane 190 Q2 2018 Select-Service Financial District 10-12 Maiden LLC
Fairfield Inn & Suites (Dual Brand) 338 West 36th Street 286 Q2 2018 Limited-Service Midtown West McSam Hotel Group
SpringHill Suites (Dual Brand) 338 West 36th Street 280 Q2 2018 Limited-Service Midtown West McSam Hotel Group
Courtyard Hudson Yards 461 West 34th Street 399 Q2 2018 Select-Service Midtown West Marx Development
Hotel Indigo 120 Water Street 122 Q2 2018 Select-Service Financial District Atlas Hospitality
Equinox Hotel 35 Hudson Yards 200 Q2 2018 Luxury Midtown West Related Companies
Times Square Edition 701 Seventh Avenue 452 Q2 2018 Full-Service Midtown South N/A
Virgin Hotel 1225 Broadway 460 Q3 2018 Full-Service Chelsea/Gramercy Lam Group
aloft Midtown 44 West 30th Street 180 Q3 2018 Select-Service Chelsea/Gramercy N/A
Citizen M Bowery 185-191 Bowery 315 Q3 2018 Full-Service, Boutique Lower East Side Brack Capital Real Estate
Ascend Collection Hotel 16 East 30th Street 100 Q4 2018 Limited-Service Chelsea/Gramercy N/A
Renaissance Hotel 112 West 25th Street 330 Q4 2018 Full-Service Chelsea/Gramercy Lam Group
Proposed Hotel 1185 Broadway 146 Q4 2018 Luxury Midtown East Flag Luxury Properties
Moxy Downtown 145 Fulton Street 298 Q4 2018 Select-Service Financial District Lam Group
Total 4,882

Source: HVS

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 53
FIGURE 4-14 FORTHCOMING HOTEL OPENINGS IN MANHATTAN – 2019

Property Address Rooms Opening Date Property Type Neighborhood Developer/Owner

aloft New York Hudson Yards 450 11th Avenue 438 2019 Select-Service Midtown West N/A
Unnamed Hotel 79 Eldridge Street 48 2019 Limited-Service Lower East Side Nehalkumar Gandhi
MOXY East Village 112 East 11th Street 311 2019 Select-Service East Village Lightstone Group
Unnamed Hotel 317 West 35th Street 170 2019 Limited-Service Midtown West Mayflower Business Group
Aloft Financial District 50 Trinity Place 173 2019 Select-Service Financial District FIT Investment Corporation
Unnamed Hotel 545 West 37th Street 358 2019 Full-Service Midtown West Chetrit Group
Six Senses Hotel 76 11th Avenue 137 2019 Luxury Midtown West HFZ Capital Group
Unnamed Hotel 523-529 8th Avenue 252 2019 Limited-Service Midtown West McSam Hotel Group
Unnamed Hotel 144 West 28th Street 528 2019 Select-Service Chelsea Barone Management
Hyatt Place 350 West 39th Street 518 2019 Select-Service Midtown West McSam Hotel Group
Pestana Hotel 338 West 39th Street 175 2019 Limited-Service Midtown West McSam Hotel Group
Boutique Hotel 351 West 38th Street 500 2019 Full-Service Midtown West Quadrum Global
Renaissance Harlem 233 West 125th Street 200 2019 Full-Service Harlem Lam Group
Hard Rock Hotel 159 West 48th Street 445 2019 Full-Service Midtown West Hard Rock International/Extell
Development Co.
Total 4,253

Source: HVS

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 54
Forecast of Hotel The following chart illustrates a forecasted rise in supply and demand in Manhattan
Supply and Demand in over the next three years.
Manhattan
FIGURE 4-16 MANHATTAN HOTEL SUPPLY TO OUTPACE DEMAND THROUGH 2019

6.5%

6.0%

5.5%

5.0%

4.5%

4.0%

3.5%

3.0%

2.5%

2.0%
2017 Est. 2018 Est. 2019 Est.

Supply Demand

Source: HVS

After tracking on pace with one another for much of the year, demand slightly
outpaced supply by year-end 2016, registering 5.8% growth versus the 5.3%
growth in supply; we note that many of the new hotel openings slated to occur in
late 2016 were delayed to 2017, which helped bolster overall occupancy for the
year.

Over the next few years, we anticipate relatively stable occupancy levels as supply
and demand generally continue to grow in tandem. In 2017, we anticipate annual
growth in hotel supply to slightly outpace that of demand, albeit modestly, resulting
in a slight occupancy loss across the market for the year. Minimal occupancy
declines are expected as a byproduct of hotel operators’ strategies to mitigate
average rate losses and reverse the negative market-wide trend.

By 2018 and through the subsequent few years, several significant development
projects in Manhattan (including Hudson Yards and the World Trade Center
redevelopment) will begin affecting lodging fundamentals. After 2018, we expect

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 55
 hotel supply growth to decline, as the delayed effects of high construction costs (in
terms of land costs and financing) appear in the market; this climate should allow
for further improvements in performance.

As such, demand growth is anticipated to outpace supply in 2018 and 2019, growing
back towards the peak level of 87.1% registered in 2014. Based on an analysis of the
historical data and a review of the new supply, we have prepared the following
forecast for the Manhattan lodging market through 2021.

FIGURE 4-17 HVS FORECAST THROUGH 2021

No. of Percent Occupied Percent Percent Average Percent Percent

Year Occupancy RevPAR
Rooms Change Rooms Change Change Rate Change Change

2007 65,960 — 20,504,879 — 85.2 % — $297.58 — $253.45 —

2008 67,097 1.7 % 20,646,593 0.7 % 84.3 (1.0) % 306.35 2.9 % 258.27 1.9 %
2009 70,595 5.2 20,671,875 0.1 80.2 (4.8) 236.96 (22.7) 190.10 (26.4)
2010 74,324 5.3 22,651,849 9.6 83.5 4.1 256.40 8.2 214.09 12.6
2011 78,694 5.9 24,001,151 6.0 83.6 0.1 270.63 5.6 226.14 5.6
2012 80,296 2.0 25,193,600 5.0 86.0 2.9 277.52 2.5 238.56 5.5
2013 82,334 2.5 26,028,902 3.3 86.6 0.8 285.78 3.0 247.52 3.8
2014 86,888 5.5 27,625,619 6.1 87.1 0.6 291.87 2.1 254.24 2.7
2015 89,187 2.6 28,115,680 1.8 86.4 (0.8) 287.56 (1.5) 248.36 (2.3)
2016 93,900 5.3 29,735,031 5.8 86.8 0.5 278.49 (3.2) 241.61 (2.7)

Forecast
2017 98,342 4.7 % 31,102,842 4.6 % 86.6 % 0.3 % $276.54 (0.7) % $239.62 (0.8) %
2018 103,958 5.7 32,906,807 5.8 86.7 0.1 280.41 1.4 243.18 1.5
2019 108,229 4.1 34,288,893 4.2 86.8 0.1 295.83 5.5 256.78 5.6
2020 108,770 0.5 34,528,915 0.7 87.0 0.2 315.66 6.7 274.53 6.9
2021 109,097 0.3 34,701,560 0.5 87.1 0.2 334.91 6.1 291.86 6.3

Source: STR (historical); HVS (forecast)

Hotel demand in the Manhattan market ramped up as the U.S. economy rebounded
in 2010, allowing for annual growth in occupancy despite the introduction of
considerable new supply. The momentum lasted through 2014, but the trend
reversed in. In 2016, demand growth slightly outpaced that of supply, resulting in a
modest occupancy improvement for the year. Market-wide occupancy is expected
to remain near maximum capacity, in the mid-80s, through 2021. The strong
demand fundamentals of Manhattan support a forecast for relatively stable
occupancy moving forward, with only slight occupancy declines in the first few
projection years given the aforementioned supply and demand dynamics at play. As
stated above, Manhattan’s lodging market has been historically undersupplied,

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 56
 though the influx of new hotels over the last few years has made a tangible impact
on the performance of the market.

After supply growth spiked at 5.5% in 2014, supply growth in 2015 returned to
levels that were more moderate. Inventory increases accelerated again in 2016, and
are expected to remain at heightened levels through 2019. We note that the closure
of the Waldorf Astoria in March 2017 is expected to slightly offset record-level rises
in supply slated for 2017. With the current pipeline so full, it is important to note
that the advance of new supply after 2019 will likely decline, as financing and
construction costs may dissuade new developments in the market. Although a
detailed analysis of new supply is difficult to complete beyond a three-year window,
we have assumed that new supply would continue to enter the market, though at
much more modest levels thereafter. Eventually, this ebbing of new supply should
allow for hotel performance growth, particularly in terms of average rate, to resume.

As mentioned above, the ever-increasing amount of new supply has put pressure on
average rate growth, leading to RevPAR declines in 2015 and 2016, driven by
average rate losses. We expect the 2017 to display a continuation of this trend,
though the pace of deceleration is expected to taper off significantly. The monthly
data for 2016 demonstrate improvements in average rate for November and
December; this indicates that average rate is likely near the point of bottoming out,
though average rates will likely continue to post stability to slight losses in light of
the robust supply pipeline. We then forecast RevPAR to increase nominally in 2018.
As average rate growth resumes and supply growth returns to a more sustainable
level, RevPAR is forecast to increase through 2021, driven by strong gains in average
rates.

Conclusion Manhattan’s lodging market is in the midst of a significantly prolonged recovery,

compared with that from past recessions. This extended recovery is expected to be
aided by massive new neighborhood developments, a strong national economy, and,
by extension, the wide array of leisure, commercial, and meeting and group demand
generators in the borough. The chief hindrance to an accelerated recovery is the
current supply pipeline through 2018 and its negative effect on average rate in the
market; as has been demonstrated; however, supply growth is expected to slow
beginning in 2019. RevPAR growth lagged in 2015, dipping into negative territory
in August and declining further through the rest of the year and into 2016. Following
a prolonged recovery, RevPAR is not expected to surpass its pre-recession peak
until the fourth quarter of 2020. By this time the market would consist of over
110,000 rooms, and the supply boom is expected to have ended, as current financing
and construction costs will have become hurdles for proposed Manhattan
developments two to four years into the future. Overall, while a full recovery of hotel
performance in Manhattan has been more drawn out, the area’s fundamental
strengths provide a solid foundation for growth over the long term.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 57
July-2017 Manhattan Lodging Overview
Proposed 9 Orchard Hotel – New York, New York 58
5. Supply and Demand Analysis

In the lodging industry, price varies directly, but not proportionately, with demand
and inversely, but not proportionately, with supply. Supply is measured by the
number of guestrooms available, and demand is measured by the number of rooms
occupied; the net effect of supply and demand toward equilibrium results in a
prevailing price, or average rate. The purpose of this section is to investigate current
supply and demand trends, as indicated by the current competitive market, and to
set forth a basis for the projection of future supply and demand growth.

Definition of Subject The subject site is located in the greater Manhattan lodging market. Within this
Hotel Market greater market, the proposed subject hotel is expected to compete with a smaller
set of hotels based on their boutique, upscale product types and average rate
structures.

Historical Supply STR is an independent research firm that compiles and publishes data on the lodging
and Demand Data industry, routinely used by typical hotel buyers. HVS has ordered and analyzed an
STR Trend Report of historical supply and demand data for a group of hotels
considered applicable to this analysis for the proposed subject hotel. This
information is presented in the following table, along with the market-wide
occupancy, average rate, and rooms revenue per available room (RevPAR). RevPAR
is calculated by multiplying occupancy by average rate and provides an indication
of how well rooms revenue is being maximized.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 59
FIGURE 5-1 HISTORICAL SUPPLY AND DEMAND TRENDS

Average Daily Available Room Occupied Room Average

Year Room Count Nights Change Nights Change Occupancy Rate Change RevPAR Change
2011 508 185,420 — 150,080 — 80.9 % $501.31 — $405.76 —
2012 635 231,620 24.9 % 181,489 20.9 % 78.4 498.95 (0.5) % 390.96 (3.6) %
2013 675 246,495 6.4 201,806 11.2 81.9 520.96 4.4 426.51 9.1
2014 675 246,375 (0.0) 205,640 1.9 83.5 547.95 5.2 457.36 7.2
2015 675 246,375 0.0 210,312 2.3 85.4 554.89 1.3 473.67 3.6
2016 771 281,267 14.2 221,430 5.3 78.7 551.97 (0.5) 434.54 (8.3)
Year-to-Date Through May
2016 675 101,925 — 85,496 — 83.9 % $530.01 — $444.58 —
2017 960 144,960 42.2 % 99,667 16.6 % 68.8 499.41 (5.8) % 343.37 (22.8) %
Number Year Year
Hotels Included in Sample Class of Rooms Affiliated Opened
The Mercer Hotel Luxury Cl a s s 74 Dec 1997 Dec 1997
The Greenwi ch Hotel Luxury Cl a s s 87 Apr 2008 Apr 2008
The Sta nda rd Ea s t Vi l l a ge Luxury Cl a s s 144 Dec 2008 Dec 2008
Fi rmda l e Cros by Street Hotel Luxury Cl a s s 86 Oct 2009 Oct 2009
The Ja mes New York Soho Luxury Cl a s s 114 Sep 2010 Sep 2010
The NoMa d Hotel Luxury Cl a s s 168 Apr 2012 Apr 2012
Thomps on Hotel s The Beekma n Hotel Luxury Cl a s s 287 Sep 2016 Sep 2016

Total 960

Source: STR

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 60
FIGURE 5-2 MONTHLY TRENDS

Occupancy Average Rate RevPAR

Month 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

January 68.0 % 65.0 % 68.1 % 72.7 % 57.5 % $444.50 $476.43 $470.39 $468.50 $455.79 $302.37 $309.54 $320.25 $340.64 $261.97
February 73.5 77.0 81.2 82.2 64.6 460.84 510.87 513.08 511.80 490.09 338.93 393.53 416.76 420.55 316.57
March 82.0 78.4 79.4 86.0 69.6 468.24 463.81 485.45 490.31 459.10 383.85 363.62 385.51 421.56 319.40
April 84.8 88.3 88.4 89.7 76.4 512.70 552.98 557.46 561.45 530.77 434.93 488.48 492.66 503.45 405.63
May 90.3 91.3 92.5 88.9 75.6 537.72 572.83 585.32 603.22 546.21 485.37 523.04 541.55 536.29 412.69
June 88.0 87.7 90.2 89.6 — 514.81 540.27 558.26 568.53 — 453.01 473.97 503.45 509.46 —
July 78.3 78.5 85.0 85.0 — 457.84 480.48 490.28 513.06 — 358.29 377.31 416.66 436.27 —
August 82.2 84.8 84.4 82.9 — 455.82 482.41 457.57 477.44 — 374.72 409.00 386.15 395.84 —
September 86.2 90.3 92.7 68.9 — 601.59 628.92 649.86 634.69 — 518.29 567.92 602.27 437.59 —
October 86.5 92.4 93.2 70.1 — 599.27 619.79 644.96 603.68 — 518.51 572.61 601.22 423.43 —
November 82.8 85.6 86.2 73.5 — 580.98 596.99 614.73 571.72 — 481.31 511.08 530.03 419.95 —
December 79.5 82.2 83.2 69.5 — 586.48 607.05 588.61 572.22 — 466.27 498.84 489.56 397.52 —

Annual 81.9 % 83.5 % 85.4 % 78.7 % — $520.96 $547.95 $554.89 $551.97 — $426.51 $457.36 $473.67 $434.54 —

Change in Occupancy Change in Average Rate Change in RevPAR

Month 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

January — (4.5) % 4.8 % 6.8 % (20.9) % — 7.2 % (1.3) % (0.4) (2.7) % — 2.4 % 3.5 % 6.4 % (23.1) %
February — 4.7 5.4 1.2 (21.4) — 10.9 0.4 (0.2) (4.2) — 16.1 5.9 0.9 (24.7)
March — (4.4) 1.3 8.3 (19.1) — (0.9) 4.7 1.0 (6.4) — (5.3) 6.0 9.4 (24.2)
April — 4.1 0.0 1.5 (14.8) — 7.9 0.8 0.7 (5.5) — 12.3 0.9 2.2 (19.4)
May — 1.2 1.3 (3.9) (15.0) — 6.5 2.2 3.1 (9.5) — 7.8 3.5 (1.0) (23.0)
June — (0.3) 2.8 (0.6) — — 4.9 3.3 1.8 — — 4.6 6.2 1.2 —
July — 0.3 8.2 0.1 — — 4.9 2.0 4.6 — — 5.3 10.4 4.7 —
August — 3.1 (0.5) (1.8) — — 5.8 (5.1) 4.3 — — 9.1 (5.6) 2.5 —
September — 4.8 2.6 (25.6) — — 4.5 3.3 (2.3) — — 9.6 6.0 (27.3) —
October — 6.8 0.9 (24.8) — — 3.4 4.1 (6.4) — — 10.4 5.0 (29.6) —
November — 3.3 0.7 (14.8) — — 2.8 3.0 (7.0) — — 6.2 3.7 (20.8) —
December — 3.4 1.2 (16.5) — — 3.5 (3.0) (2.8) — — 7.0 (1.9) (18.8) —

Annual — 1.9 % 2.3 % (7.8) % — — 5.2 % 1.3 % (0.5) % — — 7.2 % 3.6 % (8.3) % —

Source: Smi th Tra vel Res ea rch

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 61
 It is important to note some limitations of the STR data. Hotels are occasionally
added to or removed from the sample; furthermore, not every property reports data
in a consistent and timely manner. These factors can influence the overall quality of
the information by skewing the results, and these inconsistencies may also cause
the STR data to differ from the results of our competitive survey. Nonetheless, STR
data provide the best indication of aggregate growth or decline in existing supply
and demand; thus, these trends have been considered in our analysis. Opening
dates, as available, are presented for each reporting hotel in the previous table.

The STR data for the competitive set reflect a market-wide occupancy level of 2016
in 78.7%, which compares to 85.4% for 2015. The overall average occupancy level
for the calendar years presented equates to 81.4%. The STR data for the competitive
set reflect a market-wide average rate level of $551.97 in 2016, which compares to
$554.89 For 2015. The average across all calendar years presented for average rate
equates to $531.73. These occupancy and average rate trends resulted in a RevPAR
level of $434.54 in 2016.

The competitive submarket is comprised of upper-upscale and luxury boutique

hotels located in Downtown and Lower Midtown Manhattan, most of which have
opened in the preceding ten years. Occupancy hovered in the low 80% range early
in the period shown, increasing to 85.4% by 2015, with relatively little fluctuation
in supply from 2012 to 2015. Supply grew in 2016 due to the opening of the
Beekman Hotel in September 2016. The opening of The Beekman Hotel has
contributed to a continued downward trend in occupancy for the year-to-date
period, as the hotel is not expected to reach full inventory availability until July
2017; however, the property reports occupancy to STR based on its anticipated
room count upon completion of 287. This is further evidenced by the monthly data,
which show significant occupancy declines beginning in September 2016.

Average rate peaked at approximately $555 in 2015, moderating thereafter through

year-end 2016. This declining trend is largely attributed to the influx of new supply
in the market, previously discussed in the Manhattan Lodging Overview. This supply
boom has placed downward pressure on average rates due to operators’ perception
of increased competition and a focus on capturing fair share of demand. Operators
of branded properties are particularly incentivized to maintain high occupancy
levels, as hotels in Manhattan are among the most sought after by program members
seeking to redeem their awards for room nights. Reward night redemptions are
commonly reimbursed to hotels at the full average daily rate amount only if the
property reaches a specified occupancy threshold (typically about 95%). This
incentivizes operators to sell room nights at discounted rates in order to meet this
specified threshold in lower demand periods, and causes a domino effect on rates
for all properties in the city.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 62
 Operators also note a significant decline in the number of compression room nights
in the market, which have historically allowed hotel managers to drive average rate.
Increased inventory availability has driven down rates garnered for last minute
bookings, while the number of new limited- and select-service hotels has
significantly outpaced the openings of higher-rated, full-service properties, further
contributing to market-wide rate declines given the rate discrepancy among these
product types.

SUPPLY Based on an evaluation of the occupancy, rate structure, market orientation, chain
affiliation, location, facilities, amenities, reputation, and quality of each area hotel,
as well as the comments of management representatives, we have identified several
properties that are expected to be primarily competitive with the proposed subject
hotel.

Competitors The following table summarizes the important operating characteristics of the
future competitors. This information was compiled from personal interviews,
inspections, online resources, and our in-house database of operating and hotel
facility data.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 63
FIGURE 5-3 COMPETITORS – OPERATING PERFORMANCE
Est. Segmentation Estimated 2015 Estimated 2016

up
d Gro
Weighted Weighted

ing an
erc ia
Annual Annual

re
Comm
Number of Room Room Occupancy Yield

Mee t

Leisu
Property Rooms Count Occ. Average Rate RevPAR Count Occ. Average Rate RevPAR Penetration Penetration

Mercer Hotel 74 60 % 5 % 35 % 74 75 - 80 % $750 - $775 $575 - $600 74 75 - 80 % $775 - $800 $600 - $625 95 - 100 % 140 - 150 %
Greenwi ch Hotel 88 60 5 35 88 85 - 90 850 - 875 725 - 750 88 80 - 85 900 - 925 750 - 775 100 - 110 170 - 180
Sta nda rd Ea s t Vi l l a ge New York 144 50 10 40 144 85 - 90 350 - 375 300 - 325 144 85 - 90 350 - 375 300 - 325 110 - 120 65 - 70
Cros by Street Hotel 86 55 10 35 86 85 - 90 850 - 875 725 - 750 86 85 - 90 875 - 900 775 - 800 110 - 120 180 - 190
Ja mes Hotel New York 114 50 10 40 114 85 - 90 375 - 400 325 - 350 114 85 - 90 350 - 375 300 - 325 110 - 120 70 - 75
NoMa d Hotel 168 55 10 35 168 80 - 85 425 - 450 350 - 375 168 85 - 90 400 - 425 350 - 375 100 - 110 80 - 85
The Beekma n 287 50 15 35 Opened 2016 96 25 - 30 400 - 425 120 - 125 35 - 40 25 - 30

Totals/Averages 961 54 % 9 % 37 % 674 85.4 % $554.82 $473.85 770 78.7 % $551.87 $434.08 100.0 % 100.0 %
* Specific occupancy and average rate data were utilized in our analysis, but are presented in ranges in the above table for the purposes of confidentiality.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 64
FIGURE 5-4 COMPETITORS – FACILITY PROFILES

Approx. Miles Indoor

Number of Year To Subject Meeting
Property Rooms Opened Property Food and Beverage Outlets Space (SF) Facilities & Amenities
Mercer Hotel 74 1997 0.8 Res ta ura nt & Lounge None Lobby Li bra ry
147 Mercer Street

Greenwi ch Hotel 88 2008 1.0 Res ta ura nt & Lounge None Penthous e Meeti ng Spa ces , Spa , Indoor Pool , Fi tnes s Center
377 Greenwi ch Street

Sta nda rd Ea s t Vi l l a ge New York 144 2009 0.9 Res ta ura nt & Lounge, Ca fé, Outdoor 2,000 Bus i nes s Center
25 Cooper Squa re Ga rden

Cros by Street Hotel 86 2009 0.8 Res ta ura nt & Lounge 1,870 Screeni ng Room, Dra wi ng Room, Fi tnes s Center
79 Cros by Street

Ja mes Hotel New York 114 2010 0.9 Res ta ura nt & Lounge, Rooftop 1,500 Outdoor Pool , Fi tnes s Center, Bus i nes s Center, Spa Servi ces
27 Gra nd Street Lounge (thi rd-pa rty)

NoMa d Hotel 168 2012 2.1 Res ta ura nt & Lounge, Two Lounges , 3,030 Fi tnes s Center
1170 Broa dwa y a t 28th Street Rooftop Lounge

The Beekma n 287 2016 0.8 Two Res ta ura nts , Two Lounges 3,700 Fi tnes s Center
123 Na s s a u Street

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Proposed 9 Orchard Hotel – New York, New York 65
 The following map illustrates the locations of the subject property and its future
competitors.

MAP OF COMPETITION

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Proposed 9 Orchard Hotel – New York, New York 66
Supply Changes It is important to consider any new hotels that may have an impact on the proposed
subject hotel’s operating performance. As was presented in the preceding
Manhattan Lodging Overview chapter, a significant amount of new supply is
expected to enter the greater Manhattan market through 2018, continuing into
2019 at a more moderate pace. However, there remains a lack of new competitive
inventory under development within the immediate vicinity of the subject hotel
with a similar operating profile. As such, we have considered the impact of market-
wide supply increases qualitatively in our positioning of stabilized occupancy levels
for both the subject hotel and the competitive submarket.

While we have taken reasonable steps to investigate proposed hotel projects and
their status, due to the nature of real estate development, it is impossible to
determine with certainty every hotel that will be opened in the future, or what their
marketing strategies and effect in the market will be. Depending on the outcome of
current and future projects, the future operating potential of the proposed subject
hotel may be affected. Future improvement in market conditions will raise the risk
of increased competition. Our forthcoming forecast of stabilized occupancy and
average rate is intended to reflect such risk.

Supply Conclusion
We have identified various properties that are expected to be competitive to some
degree with the proposed subject hotel. We have also investigated potential
increases in competitive supply in this New York submarket. The Proposed 9
Orchard Hotel should enter a dynamic market of varying product types and price
points. Next, we will present our forecast for demand change, using the historical
supply data presented as a starting point.

DEMAND The following table presents the most recent trends for the subject hotel market as
tracked by HVS. These data pertain to the competitors discussed previously in this
section; performance results are estimated, rounded for the competition, and in
some cases weighted if there are secondary competitors present. In this respect, the
information in the table differs from the previously presented STR data and is
consistent with the supply and demand analysis developed for this report.

FIGURE 5-5 HISTORICAL MARKET TRENDS

Accommodated Room Nights Market Market

Year Room Nights % Change Available % Change Occupancy Market ADR % Change RevPAR % Change

Es t. 2014 205,240 — 246,010 — 83.4 % $547.96 — $457.14 —

Es t. 2015 210,109 2.4 % 246,010 0.0 % 85.4 554.82 1.3 % 473.85 3.7 %
Es t. 2016 221,044 5.2 281,024 14.2 78.7 551.87 (0.5) 434.08 (8.4)

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Proposed 9 Orchard Hotel – New York, New York 67
Demand Analysis For the purpose of demand analysis, the overall market is divided into individual
Using Market segments based on the nature of travel. Based on our fieldwork, area analysis, and
Segmentation knowledge of the local lodging market, we estimate the 2016 distribution of
accommodated-room-night demand as follows.

FIGURE 5-6 ACCOMMODATED ROOM-NIGHT DEMAND

Marketwide
Accommodated Percentage
Market Segment Demand of Total

Commerci a l 119,312 54 %
Meeti ng a nd Group 20,243 9
Lei s ure 81,488 37

Total 221,044 100 %

The market’s demand mix comprises commercial demand, with this segment
representing roughly 54% of the accommodated room nights in this New York
submarket. The remaining portion comprises meeting and group at 9%, with the
final portion leisure in nature, reflecting 37%.

Using the distribution of accommodated hotel demand as a starting point, we will

analyze the characteristics of each market segment in an effort to determine future
trends in room-night demand.

Commercial Segment Commercial demand consists mainly of individual businesspeople passing through
the subject market or visiting area businesses, in addition to high-volume corporate
accounts generated by local firms. Brand loyalty (particularly frequent-traveler
programs), as well as location and convenience with respect to businesses and
amenities, influence lodging choices in this segment. Companies typically designate
hotels as “preferred” accommodations in return for more favorable rates, which are
discounted in proportion to the number of room nights produced by a commercial
client. Commercial demand is strongest Monday through Thursday nights, declines
significantly on Friday and Saturday, and increases somewhat on Sunday night. It is
relatively constant throughout the year, with marginal declines in late December
and during other holiday periods.

Meeting and Group The meeting and group market includes meetings, seminars, conventions, trade
Segment association shows, and similar gatherings of ten or more people. Peak convention
demand typically occurs in the spring and fall. Although there are numerous
classifications within the meeting and group segment, the primary categories
considered in this analysis are corporate groups, associations, and SMERFE (social,

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Proposed 9 Orchard Hotel – New York, New York 68
 military, ethnic, religious, fraternal, and educational) groups. Corporate groups
typically meet during the business week, most commonly in the spring and fall
months. These groups tend to be the most profitable for hotels, as they typically pay
higher rates and usually generate ancillary revenues including food and beverage
and/or banquet revenue. SMERFE groups are typically price-sensitive and tend to
meet on weekends and during the summer months or holiday season, when greater
discounts are usually available; these groups generate limited ancillary revenues.
Association demand is generally divided on a geographical basis, with national,
regional, and state associations representing the most common sources.
Professional associations and/or those supported by members' employers often
meet on weekdays, while other associations prefer to hold events on weekends. The
profile and revenue potential of associations varies depending on the group and the
purpose of the meeting or event.

Leisure Segment Leisure demand consists of individuals and families spending time in an area or
passing through en route to other destinations. Travel purposes include sightseeing,
recreation, or visiting friends and relatives. Leisure demand also includes room
nights booked through Internet sites such as Expedia, Hotels.com, and Priceline;
however, leisure may not be the purpose of the stay. This demand may also include
business travelers and group and convention attendees who use these channels to
take advantage of any discounts that may be available on these sites. Leisure
demand is strongest Friday and Saturday nights, and all week during holiday
periods and the summer months. These peak periods represent the inverse of
commercial visitation trends, underscoring the stabilizing effect of capturing
weekend and summer tourist travel. Future leisure demand is related to the overall
economic health of the region and the nation. Trends showing changes in state and
regional unemployment and disposable personal income correlate strongly with
leisure travel levels.

Base Demand Growth The purpose of segmenting the lodging market is to define each major type of
Rates demand, identify customer characteristics, and estimate future growth trends.
Starting with an analysis of the local area, three segments were defined as
representing the subject property’s lodging market. Various types of economic and
demographic data were then evaluated to determine their propensity to reflect
changes in hotel demand. Based on this procedure, we forecast the following
average annual compounded market-segment growth rates.

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 FIGURE 5-7 AVERAGE ANNUAL COMPOUNDED MARKET SEGMENT
GROWTH RATES

Annual Growth Rate

Market Segment 2017 2018 2019 2020 2021 2022

Commerci a l 26.0 % 3.0 % 10.0 % 4.5 % 0.5 % 0.0 %

Meeti ng a nd Group 5.0 2.0 1.5 1.0 0.5 0.0
Lei s ure 26.0 3.0 10.0 4.5 0.5 0.0

Base Demand Growth 24.1 % 2.9 % 9.3 % 4.3 % 0.5 % 0.0 %

Accommodated Based upon a review of the market dynamics in the subject property’s competitive
Demand and Market- environment, we have forecast growth rates for each market segment. Using the
wide Occupancy calculated potential demand for the market, we have determined market-wide
accommodated demand based on the inherent limitations of demand fluctuations
and other factors in the market area.

The following table details our projection of lodging demand growth for the subject
market, including the total number of occupied room nights and any residual
unaccommodated demand in the market.

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FIGURE 5-8 FORECAST OF MARKET OCCUPANCY

2017 2018 2019 2020 2021 2022

Commercial
Ba s e Dema nd 150,334 154,844 170,328 177,993 178,883 178,883
Growth Ra te 26.0 % 3.0 % 10.0 % 4.5 % 0.5 % 0.0 %

Meeting and Group

Ba s e Dema nd 21,255 21,680 22,006 22,226 22,337 22,337
Growth Ra te 5.0 % 2.0 % 1.5 % 1.0 % 0.5 % 0.0 %

Leisure
Ba s e Dema nd 102,675 105,755 116,330 121,565 122,173 122,173
Growth Ra te 26.0 % 3.0 % 10.0 % 4.5 % 0.5 % 0.0 %

Totals
Ba s e Dema nd 274,264 282,279 308,664 321,784 323,393 323,393
Overall Demand Growth 24.1 % 2.9 % 9.3 % 4.3 % 0.5 % 0.0 %
Market Mix
Commerci a l 54.8 % 54.9 % 55.2 % 55.3 % 55.3 % 55.3 %
Meeti ng a nd Group 7.7 7.7 7.1 6.9 6.9 6.9
Lei s ure 37.4 37.5 37.7 37.8 37.8 37.8
Existing Hotel Supply 961 961 961 961 961 961
Proposed Hotels
Propos ed Subject Property ¹ 87 116 116 116

Ava i l a bl e Room Ni ghts per Yea r 350,400 350,400 382,300 392,740 392,740 392,740
Ni ghts per Yea r 365 365 365 365 365 365
Total Supply 960 960 1,047 1,076 1,076 1,076
Rooms Suppl y Growth 24.7 % 0.0 % 9.1 % 2.7 % 0.0 % 0.0 %
Marketwide Occupancy 78.3 % 80.6 % 80.7 % 81.9 % 82.3 % 82.3 %
¹
Openi ng i n Apri l 2019 of the 116-room Propos ed Subject Property

Due to the opening of The Beekman Hotel in September 2016 without full inventory
capacity, occupancy is expected to decline in the near term. Thereafter, occupancy
should rebound, remaining close to the 80% threshold as the Manhattan market
continues to register record-level supply increases and the subject property enters
the competitive submarket. As the supply pipeline slows and market-wide demand
continues to strengthen given the vast array of redevelopment projects in the Lower
East Side, such as Essex Crossing, demand should further increase. Market-wide
occupancy has been forecast to reach a stabilized level of 82.0% by 2021.

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Proposed 9 Orchard Hotel – New York, New York 71
6. Description of the Proposed Improvements

The quality of a lodging facility's physical improvements has a direct influence on

marketability, attainable occupancy, and average room rate. The design and
functionality of the structure can also affect operating efficiency and overall
profitability. This section investigates the subject property's proposed physical
improvements and personal property in an effort to determine how they are
expected to contribute to attainable cash flows.

Project Overview The Proposed 9 Orchard Hotel will be a full-service, boutique lodging facility
containing 116 rentable units. The 14-story property will open on April 1, 2019.

The proposed subject hotel represents both an adaptive re-use project and a
ground-up development, comprising two adjacent tax parcels that will be combined
to create one larger assemblage. The majority of the proposed hotel will be housed
within an historic 12-story structure, which was originally constructed in 1912 as a
bank building. The developer of the proposed property has undertaken a
comprehensive renovation of the building, including the addition of two floors to
bring the total structure to 14 stories upon completion. The project also includes a
six-story addition on the western portion of the site that represents new
construction, which will connect to the existing structure at all six levels.

Summary of the Based on information provided by the proposed subject hotel’s development
Facilities representatives, the following table summarizes the facilities that are expected to
be available at the proposed subject hotel.

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Proposed 9 Orchard Hotel – New York, New York 72
 FIGURE 6-1 PROPOSED FACILITIES SUMMARY

Guestroom Configuration Number of Units Average Square Footage

Small 40 238
Medium 39 286
Large 30 403
Extra Large 7 622
Total 116

Food & Beverage Facilities Seating Capacity Square Footage

Res taurant & Lounge 156 3,066

Note: excludes 20 seasonal outdoor patio seats

Indoor Meeting & Banquet Facilities Location Square Footage

Meeting Room A & B Second Floor 1,952
Meeting Room C Second Floor 612
Indoor Event Space Rooftop 924
Outdoor Event Space Rooftop 2,004

Total 5,492

Design and The proposed subject hotel will feature 14 above-grade stories, plus two
Configuration subterranean levels. The sub-cellar level will house mechanical areas; the cellar
level will contain back-of-house space, including a large kitchen to service the needs
of the hotel's anticipated food and beverage spaces. The lobby level will house the
main check-in/reception area, as well as the hotel's signature, three-meal
restaurant and lounge. The second floor is dedicated to meeting space; meeting
space on this level comprises one larger ballroom that can be subdivided into two
smaller spaces, as well as one additional, separate meeting room. Additional
meeting space is housed on the 14th floor/rooftop level. According to the project
developer, the rooftop level will serve as meeting/event space only, and will not
offer typical rooftop lounge service to the general public.

Guestrooms will be located on floors three through twelve; guestrooms average in

size from approximately 240 square feet at the entry level to 625 square feet for
premium rooms. Overall, the guestrooms should offer a competitive product for this
downtown neighborhood. The hotel’s furnishings and finishes are expected to be
upscale in nature, appropriate for a luxury hotel with the proposed hotel’s
anticipated average rate structure and operating profile.

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Proposed 9 Orchard Hotel – New York, New York 73
 The following floorplans further depict the anticipated design and configuration for
the proposed subject hotel.

FLOORPLAN – CELLAR LEVEL

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Proposed 9 Orchard Hotel – New York, New York 74
FLOORPLAN – LOBBY LEVEL

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Proposed 9 Orchard Hotel – New York, New York 75
FLOORPLAN – FLOOR 2

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Proposed 9 Orchard Hotel – New York, New York 76
FLOORPLAN – FLOORS 3-6

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Proposed 9 Orchard Hotel – New York, New York 77
FLOORPLAN – FLOOR 7

July-2017 Description of the Proposed Improvements

Proposed 9 Orchard Hotel – New York, New York 78
FLOORPLAN – FLOORS 8-10

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Proposed 9 Orchard Hotel – New York, New York 79
FLOORPLAN – FLOORS 11-12

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Proposed 9 Orchard Hotel – New York, New York 80
FLOORPLAN – FLOOR 14/ROOFTOP

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Proposed 9 Orchard Hotel – New York, New York 81
Back-of-the-House, The hotel will be served by the necessary back-of-the-house space, including
ADA, and administrative offices and a full-service kitchen to serve the needs of the restaurant
Environmental and lounge, as well as the event space. These spaces should be adequate for a hotel
of this type and should allow for the efficient operation of the property under
competent management.

We assume that the property will be built according to all pertinent codes and brand
standards. Moreover, we assume its construction will not create any environmental
hazards (such as mold) and that the property will fully comply with the Americans
with Disabilities Act.

Capital Expenditures Our analysis assumes that, after its opening, the hotel will require ongoing upgrades
and periodic renovations in order to maintain its competitive level in this market
and to remain compliant with brand standards. These costs should be adequately
funded by the forecasted reserve for replacement, as long as a successful, ongoing
preventive-maintenance program is employed by hotel staff.

Conclusion Overall, the proposed subject hotel should offer a well-designed, functional layout
of support areas and guestrooms. All typical and market-appropriate features and
amenities appear to be included in the hotel's design. We assume that the building
will be fully open and operational on the stipulated opening date and will meet all
local building codes. Furthermore, we assume that the hotel staff will be adequately
trained to allow for a successful opening and that pre-marketing efforts will have
introduced the product to major local accounts at least six months in advance of the
opening date.

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Proposed 9 Orchard Hotel – New York, New York 82
7. Projection of Occupancy and Average Rate

Along with average rate results, the occupancy levels achieved by a hotel are the
foundation of the property's financial performance and market value. Most of a
lodging facility's other revenue sources (such as food, beverages, other operated
departments, and rentals and other income) are driven by the number of guests, and
many expense levels vary with occupancy. To a certain degree, occupancy
attainment can be manipulated by management. For example, hotel operators may
choose to lower rates in an effort to maximize occupancy. Our forecasts reflect an
operating strategy that we believe would be implemented by a typical, professional
hotel management team to achieve an optimal mix of occupancy and average rate.

Penetration Rate The subject property's forecasted market share and occupancy levels are based
Analysis upon its anticipated competitive position within the market, as quantified by its
penetration rate. The penetration rate is the ratio of a property's market share to its
fair share.

Historical Penetration In the following table, the penetration rates attained by the competitors are set forth
Rates by Market for each segment for the base year.
Segment

FIGURE 7-1 HISTORICAL PENETRATION RATES

Gro and
lia

up
erc

ng

a ll
e
mm

e ti

sur

er
Me

Lei

Ov
Co

Property

Mercer Hotel 110 % 54 % 94 % 99 %

Greenwi ch Hotel 117 58 100 106
Sta nda rd Ea s t Vi l l a ge New York 104 122 121 112
Cros by Street Hotel 114 122 106 112
Ja mes Hotel New York 102 121 120 111
NoMa d Hotel 111 119 104 109
The Beekma n 35 62 36 38
Seconda ry Competi ti on

The Greenwich Hotel achieved the highest penetration rate within the commercial
segment, while the highest penetration rate in the meeting and group segment was

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 83
 achieved by the Standard East Village New York; the Standard East Village New York
also led the market with the highest leisure penetration rate.

Forecast of Subject Because the supply and demand balance for the competitive market is dynamic,
Property’s Occupancy there is a circular relationship between the penetration factors of each hotel in the
market. The performance of individual new hotels has a direct effect upon the
aggregate performance of the market, and consequently upon the calculated
penetration factor for each hotel in each market segment. The same is true when the
performance of existing hotels changes, either positively (following a
refurbishment, for example) or negatively (when a poorly maintained or marketed
hotel loses market share).

A hotel’s penetration factor is calculated as its achieved market share of demand

divided by its fair share of demand. Thus, if one hotel’s penetration performance
increases, thereby increasing its achieved market share, this leaves less demand
available in the market for the other hotels to capture and the penetration
performance of one or more of those other hotels consequently declines (other
things remaining equal). This type of market share adjustment takes place every
time there is a change in supply, or a change in the relative penetration performance
of one or more hotels in the competitive market. Our projections of penetration,
demand capture, and occupancy performance for the subject property account for
these types of adjustments to market share within the defined competitive market.

The proposed subject hotel's occupancy forecast is set forth as follows, with the
adjusted projected penetration rates used as a basis for calculating the amount of
captured market demand.

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 84
FIGURE 7-2 FORECAST OF SUBJECT PROPERTY'S OCCUPANCY

Market Segment 2019 2020 2021 2022 2023

Commercial
Dema nd 170,328 177,993 178,883 178,883 178,883
Ma rket Sha re 6.6 % 9.4 % 9.9 % 10.1 % 10.1 %
Ca pture 11,249 16,737 17,788 18,107 18,107
Penetra ti on 79 % 87 % 92 % 94 % 94 %

Meeting and Group

Dema nd 22,006 22,226 22,337 22,337 22,337
Ma rket Sha re 8.4 % 11.5 % 11.8 % 12.0 % 12.0 %
Ca pture 1,840 2,555 2,645 2,683 2,683
Penetra ti on 100 % 107 % 110 % 111 % 111 %

Leisure
Dema nd 116,330 121,565 122,173 122,173 122,173
Ma rket Sha re 8.5 % 11.6 % 11.8 % 12.0 % 12.0 %
Ca pture 9,843 14,046 14,440 14,656 14,656
Penetra ti on 101 % 107 % 110 % 111 % 111 %

Total Room Nights Captured 22,931 33,338 34,873 35,446 35,446

Ava i l a bl e Room Ni ghts 31,900 42,340 42,340 42,340 42,340
Subject Occupancy 72 % 79 % 82 % 84 % 84 %
Ma rket-wi de Ava i l a bl e Room Ni ghts 382,300 392,740 392,740 392,740 392,740
Fair Share 8 % 11 % 11 % 11 % 11 %
Ma rket-wi de Occupi ed Room Ni ghts 308,664 321,784 323,393 323,393 323,393
Market Share 7 % 10 % 11 % 11 % 11 %
Market-wide Occupancy 81 % 82 % 82 % 82 % 82 %
Total Penetration 89 % 96 % 100 % 102 % 102 %

Additional insights by segment are presented as follows:

• Within the commercial segment, the proposed subject hotel’s occupancy

penetration is positioned at a slightly below-market-average level due to the
subject site's more distant location from the primary commercial demand
generators within both Midtown and the Financial District. Nonetheless, the
growth in office space in the Lower East Side, as evidenced by the Essex
Crossing development project, bodes well for the proposed subject hotel
and is expected to assist in achieving the set forth commercial penetration
rate.

• Within the meeting and group segment, the proposed subject hotel’s
occupancy penetration is positioned at an above-market-average level by

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 85
 the stabilized period given its anticipated meeting space offerings and
rooftop event space. There is currently a lack of full-service hotels with
quality meeting space offerings in the Lower East Side neighborhood, a void
which the proposed subject hotel is expected to fill, and lending further
support to an above-market penetration within this segment.

• The Lower East Side has experienced significant gentrification over the past
decade, emerging as a trendy neighborhood frequented by tourists and
visitors. Thus, the property is expected to achieve above its fair market
share in the leisure segment.

These positioned segment penetration rates result in the following market

segmentation forecast.

FIGURE 7-3 MARKET SEGMENTATION FORECAST – SUBJECT PROPERTY

2019 2020 2021 2022 2023

Commerci a l 49 % 50 % 51 % 51 % 51 %
Meeti ng a nd Group 8 8 8 8 8
Lei s ure 43 42 41 41 41

Total 100 % 100 % 100 % 100 % 100 %

Based on our analysis of the proposed subject hotel and market area, we have
selected a stabilized occupancy level of 84%. The stabilized occupancy is intended
to reflect the anticipated results of the property over its remaining economic life,
given all changes in the life cycle of the hotel. Thus, the stabilized occupancy
excludes from consideration any abnormal relationship between supply and
demand, as well as any nonrecurring conditions that may result in unusually high
or low occupancies. Although the subject property may operate at occupancies
above this stabilized level, we believe it equally possible for new competition and
temporary economic downturns to force the occupancy below this selected point of
stability.

Average Rate Analysis One of the most important considerations in estimating the value of a lodging facility
is a supportable forecast of its attainable average rate, which is more formally
defined as the average rate per occupied room. Average rate can be calculated by
dividing the total rooms revenue achieved during a specified period by the number
of rooms sold during the same period. The projected average rate and the
anticipated occupancy percentage are used to forecast rooms revenue, which in turn
provides the basis for estimating most other income and expense categories.

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Proposed 9 Orchard Hotel – New York, New York 86
Competitive Position Although the average rate analysis presented here follows the occupancy projection,
these two statistics are highly correlated; in reality, one cannot project occupancy
without making specific assumptions regarding average rate. This relationship is
best illustrated by revenue per available room (RevPAR), which reflects a property's
ability to maximize rooms revenue. The following table summarizes the historical
average rate and the RevPAR of the subject property’s future primary competitors.

FIGURE 7-4 BASE-YEAR AVERAGE RATE AND REVPAR OF THE COMPETITORS

Estimated 2016 Rooms Revenue

Average Room Average Room Per Available RevPAR
Property Rate Rate Penetration Room (RevPAR) Penetration

Mercer Hotel $775 - $800 140 - 150 % $600 - $625 140 - 150 %
Greenwi ch Hotel 900 - 925 160 - 170 750 - 775 170 - 180
Sta nda rd Ea s t Vi l l a ge New York 350 - 375 60 - 65 300 - 325 65 - 70
Cros by Street Hotel 875 - 900 160 - 170 775 - 800 180 - 190
Ja mes Hotel New York 350 - 375 65 - 70 300 - 325 70 - 75
NoMa d Hotel 400 - 425 75 - 80 350 - 375 80 - 85
The Beekma n 400 - 425 70 - 75 120 - 125 25 - 30
Overall Average $551.87 $434.08

The defined primarily competitive market realized an overall average rate of

$551.87 in the 2016 base year, declining from the 2015 level of $554.82. The
Greenwich Hotel achieved the highest estimated average rate in the local
competitive market, by a modest margin, because of its expansive luxury suites and
prime Tribeca location.

Based on these considerations, the following table illustrates the projected average
rate and the growth rates assumed. As a context for the average rate growth factors,
note that we have applied an underlying inflation rate of 3.0% annually for each
respective year following the base year of 2016.

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Proposed 9 Orchard Hotel – New York, New York 87
FIGURE 7-5 COMPARISON OF PROJECTED OCCUPANCY, AVERAGE RATE, AND REVPAR – PROPOSED SUBJECT PROPERTY AND MARKET

Projected
2014 2015 2016 2017 2018 2019 2020 2021 2022
Proposed 9 Orchard Hotel
Occupa ncy — — 71.9 % 78.7 % 82.4 % 83.7 %
Cha nge i n Poi nts — — — 6.9 3.6 1.4
Occupa ncy Penetra ti on — — 89.0 % 96.1 % 100.0 % 101.7 %
Avera ge Ra te $510.00 $487.05 $494.36 $514.13 $550.12 $583.13 $600.62
Cha nge — 1.5 % 4.0 % 7.0 % 6.0 % 3.0 %
Avera ge Ra te Penetra ti on 92.4 % 92.4 % 92.4 % 92.4 % 92.4 % 92.4 %
RevPAR — — $369.58 $433.15 $480.28 $502.82
Cha nge — — — 17.2 % 10.9 % 4.7 %
RevPAR Penetra ti on — — 82.3 % 88.8 % 92.4 % 94.0 %
Historical (Estimated) Projected
2015 2015 2016 2017 2018 2019 2020 2021 2022
New York Submarket
Occupa ncy 83.4 % 85.4 % 78.7 % 78.3 % 80.6 % 80.7 % 81.9 % 82.3 % 82.3 %
Cha nge i n Poi nts — 2.0 (6.8) (0.4) 2.3 0.2 1.2 0.4 0.0
Avera ge Ra te $547.96 $554.82 $551.87 $527.03 $534.94 $556.34 $595.28 $631.00 $649.93
Cha nge — 1.3 % (0.5) % (4.5) % 1.5 % 4.0 % 7.0 % 6.0 % 3.0 %
RevPAR $457.14 $473.85 $434.08 $412.52 $430.94 $449.18 $487.73 $519.58 $535.17
Cha nge — 3.7 % (8.4) % (5.0) % 4.5 % 4.2 % 8.6 % 6.5 % 3.0 %

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 88
 The final forecast reflects years beginning on July 1, 2018 and corresponds with our
financial projections, as shown below.

FIGURE 7-6 MARKET AND SUBJECT PROPERTY AVERAGE RATE FORECAST

Area-wide Market (Calendar Year) Subject Property (Calendar Year)

Average Rate Average Average Rate Average Average Rate

Year Occupancy Growth Rate Occupancy Growth Rate Penetration

Ba s e Yea r 78.7 % — $551.87 — — $510.00 92.4 %

2017 78.3 -4.5 % 527.03 — -4.5 % 487.05 92.4
2018 80.6 1.5 534.94 — 1.5 494.36 92.4
2019 80.7 4.0 556.34 72.0 % 4.0 514.13 92.4
2020 81.9 7.0 595.28 79.0 7.0 550.12 92.4
2021 82.3 6.0 631.00 82.0 6.0 583.13 92.4
2022 82.3 3.0 649.93 84.0 3.0 600.62 92.4

Market-Wide Average Rate Forecast

As discussed previously, average rate registered healthy growth from 2013 to 2015;
however, market rates have moderated more recently, registering a decline in 2016.
We note that this is largely attributed to the opening of the Beekman Hotel in
September 2016, which accounts for roughly 30% of the inventory sampled and
offers rates on the lower end of this blended scale comprised of upscale and luxury
boutique properties. Furthermore, significant rises in supply across the Manhattan
borough have placed downward pressure on average rates. In consideration of the
submarket’s year-to-date performance through April, we expect average rates to
decline further in the near term, registering a -4.5% change in 2017. Average rate
is then expected to enter a period of recovery in 2018, though growth is expected to
remain below inflationary levels in the second projection year. Thereafter, supply
absorption and a slowdown in the supply pipeline across the greater market area
should allow operators to leverage stable occupancy levels and a pattern of more
normalized market-wide rate growth is expected to resume; as such, we have
forecast above inflationary growth from 2019 through 2021.

Subject Property Average Rate Forecast

We have selected the rate position of $510.00, in base-year dollars, for the proposed
subject. We note that the subject hotel is expected to feature luxury-quality finishes,
but features below-average room sizes when compared to the higher-rated
competitive properties; furthermore, the property’s location would be considered
inferior to other prime sites in more desirable locations of SoHo and Tribeca. Thus,

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 89
 the subject hotel’s base-year rate positioning represents a roughly 40% discount to
the blended 2016 rate performance of the highest quality competitors (which
include the Mercer, the Greenwich, and the Crosby Street) and a roughly 20%
premium on the performance of the NoMad Hotel.

The following occupancies and average rates will be used to project the subject
property's rooms revenue; this forecast reflects years beginning on July 1, 2018,
which correspond with our financial projections.

FIGURE 7-7 FORECASTS OF OCCUPANCY, AVERAGE RATE

Year Occupancy Average Rate

2019/20 74 % $523.00
2020/21 80 558.26
2021/22 83 587.44
2022/23 84 605.06

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 90
8. Projection of Income and Expense

In this chapter of our report, we have compiled a forecast of income and expense for
the proposed subject hotel. This forecast is based on the facilities program set forth
previously, as well as the occupancy and average rate forecast discussed previously.

The forecast of income and expense is expressed in current dollars for each year.
The stabilized year is intended to reflect the anticipated operating results of the
property over its remaining economic life, given any or all applicable stages of build-
up, plateau, and decline in the life cycle of the hotel. Thus, income and expense
estimates from the stabilized year forward exclude from consideration any
abnormal relationship between supply and demand, as well as any nonrecurring
conditions that may result in unusual revenues or expenses. The ten-year period
reflects the typical holding period of large real estate assets such as hotels. In
addition, the ten-year period provides for the stabilization of income streams and
comparison of yields with alternate types of real estate. The forecasted income
streams reflect the future benefits of owning specific rights in income-producing
real estate.

Comparable Operating In order to project future income and expense for the proposed subject hotel, we
Statements have included a sample of individual comparable operating statements from our
database of hotel statistics. All financial data are presented according to the three
most common measures of industry performance: ratio to sales (RTS), amounts per
available room (PAR), and amounts per occupied room night (POR). These
historical income and expense statements will be used as benchmarks in our
forthcoming forecast of income and expense.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 91
FIGURE 8-1 COMPARABLE OPERATING STATEMENTS: RATIO TO SALES

Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Subject

Stabilized $
Number of Rooms: 70 to 100 300 to 380 80 to 110 150 to 190 200 to 250 116
Occupied Rooms: 27,842 112,390 30,528 50,152 71,896 35,566
Occupancy: 88% 91% 86% 82% 87% 84%
Average Rate: $897 $401 $416 $431 $397 $503
RevPAR: $791 $365 $358 $352 $344 $423
REVENUE
Rooms 69.6 % 45.5 % 94.7 % 81.8 % 75.5 % 61.2 %
Food & Bevera ge 27.9 53.5 0.0 12.0 23.7 38.2
Other Opera ted Depa rtments 2.6 1.0 5.3 6.2 0.8 0.6
Total 100.0 100.0 100.0 100.0 100.0 100.0
DEPARTMENTAL EXPENSES*
Rooms 26.6 23.6 31.4 31.8 25.5 26.4
Food & Bevera ge 63.5 71.7 0.0 0.0 84.8 70.2
Other Opera ted Depa rtments 62.6 73.4 32.2 68.2 50.2 50.0
Total 37.8 49.8 31.5 30.3 39.8 43.3
DEPARTMENTAL INCOME 62.2 50.2 68.5 69.7 60.2 56.7
OPERATING EXPENSES
Admi ni s tra tive & Genera l 9.3 8.6 11.1 9.9 7.3 8.8
Ma rketing 2.0 3.5 7.8 3.8 8.1 4.2
Property Opera tions & Ma i ntena nce 5.5 4.3 4.7 3.9 4.2 4.1
Util i ties 1.3 2.0 1.8 1.5 2.5 1.9
Total 18.1 18.4 26.3 19.2 24.7 19.5
HOUSE PROFIT 44.1 31.8 42.2 50.5 35.5 37.2
Ma na gement Fee 2.0 4.0 4.0 2.6 2.2 3.0
INCOME BEFORE FIXED CHARGES 42.1 27.8 38.2 47.9 33.3 34.2

* Depa rtmental expens e ra tios a re expres s ed a s a percentage of depa rtmental revenues

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 92
FIGURE 8-2 COMPARABLE OPERATING STATEMENTS: AMOUNTS PER AVAILABLE ROOM

Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Subject

Stabilized $
Number of Rooms: 70 to 100 300 to 380 80 to 110 150 to 190 200 to 250 116
Occupied Rooms: 27,842 112,390 30,528 50,152 71,896 35,566
Occupancy: 88% 91% 86% 82% 87% 84%
Average Rate: $897 $401 $416 $431 $397 $503
RevPAR: $791 $365 $358 $352 $344 $423
REVENUE
Rooms $289,532 $133,405 $130,982 $128,533 $125,919 $154,220
Food & Bevera ge 115,927 156,661 0 18,842 39,504 96,106
Other Opera ted Depa rtments 10,750 2,947 7,309 9,667 1,312 1,533
Total 416,209 293,013 138,291 157,042 166,734 251,859
DEPARTMENTAL EXPENSES
Rooms 77,010 31,482 41,159 40,916 32,115 40,778
Food & Bevera ge 73,612 112,302 0 0 33,515 67,459
Other Opera ted Depa rtments 6,726 2,163 2,351 6,597 658 767
Total 157,348 145,947 43,509 47,513 66,289 109,003
DEPARTMENTAL INCOME 258,861 147,066 94,782 109,528 100,446 142,856
OPERATING EXPENSES
Admi ni s tra tive & Genera l 38,592 25,165 15,342 15,539 12,162 22,219
Ma rketing 8,430 10,387 10,759 6,042 13,545 10,677
Property Opera tions & Ma i ntena nce 22,752 12,459 6,459 6,101 7,079 10,388
Util i ties 5,485 5,920 2,463 2,409 4,147 4,906
Total 75,259 53,930 36,346 30,091 41,222 49,114
HOUSE PROFIT 183,602 93,136 58,436 79,437 59,224 93,742
Ma na gement Fee 8,326 11,720 5,560 4,146 3,621 7,556
INCOME BEFORE FIXED CHARGES 175,276 81,416 52,876 75,292 55,603 86,186

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 93
FIGURE 8-3 COMPARABLE OPERATING STATEMENTS: AMOUNTS PER OCCUPIED ROOM

Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Subject

Stabilized $
Number of Rooms: 70 to 100 300 to 380 80 to 110 150 to 190 200 to 250 116
Occupied Rooms: 27,842 112,390 30,528 50,152 71,896 35,566
Occupancy: 88% 91% 86% 82% 87% 84%
Average Rate: $897 $401 $416 $431 $397 $503
RevPAR: $791 $365 $358 $352 $344 $423
REVENUE
Rooms $896.77 $401.20 $416.18 $430.56 $396.58 $503.00
Food & Bevera ge 359.06 471.14 0.00 63.12 124.42 313.46
Other Opera ted Depa rtments 33.30 8.86 23.22 32.38 4.13 5.00
Total 1,289.13 881.20 439.41 526.06 525.12 821.46
DEPARTMENTAL EXPENSES
Rooms 238.52 94.68 130.78 137.06 101.15 133.00
Food & Bevera ge 228.00 337.74 0.00 0.00 105.56 220.02
Other Opera ted Depa rtments 20.83 6.51 7.47 22.10 2.07 2.50
Total 487.36 438.92 138.25 159.16 208.77 355.52
DEPARTMENTAL INCOME 801.77 442.28 301.16 366.90 316.35 465.93
OPERATING EXPENSES
Admi ni s tra tive & Genera l 119.53 75.68 48.75 52.05 38.31 72.47
Ma rketing 26.11 31.24 34.18 20.24 42.66 34.82
Property Opera tions & Ma i ntena nce 70.47 37.47 20.52 20.44 22.30 33.88
Util i ties 16.99 17.80 7.83 8.07 13.06 16.00
Total 233.10 162.19 115.49 100.80 129.83 160.19
HOUSE PROFIT 568.67 280.10 185.67 266.10 186.53 305.75
Ma na gement Fee 25.79 35.25 17.67 13.89 11.41 24.64
INCOME BEFORE FIXED CHARGES 542.88 244.85 168.01 252.21 175.12 281.10

Fixed and Variable
Component Analysis
HVS uses a fixed and variable component model to project a lodging facility's
revenue and expense levels. This model is based on the premise that hotel revenues
and expenses have one component that is fixed and another that varies directly with
occupancy and facility usage. A projection can be made by taking a known level of
revenue or expense and calculating its fixed and variable components. The fixed
component is then increased in tandem with the underlying rate of inflation, while
the variable component is adjusted for a specific measure of volume such as total
revenue.

The actual forecast is derived by adjusting each year’s revenue and expense by the
amount fixed (the fixed expense multiplied by the inflated base-year amount) plus
the variable amount (the variable expense multiplied by the inflated base-year

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 94
 amount) multiplied by the ratio of the projection year’s occupancy to the base-year
occupancy (in the case of departmental revenue and expense) or the ratio of the
projection year’s revenue to the base year’s revenue (in the case of undistributed
operating expenses). Fixed expenses remain fixed, increasing only with inflation.
Our discussion of the revenue and expense forecast in this report is based upon the
output derived from the fixed and variable model. This forecast of revenue and
expense is accomplished through a systematic approach, following the format of the
Uniform System of Accounts for the Lodging Industry. Each category of revenue and
expense is estimated separately and combined at the end in the final statement of
income and expense.

Inflation Assumption In consideration of the most recent trends, the projections set forth previously, and
our assessment of probable property appreciation levels, we have applied
underlying inflation rates of 3.0% for each respective year following the base year
of 2016. This stabilized inflation rate takes into account normal, recurring inflation
cycles. Inflation is likely to fluctuate above and below this level during the projection
period. Any exceptions to the application of the assumed underlying inflation rate
are discussed in our write-up of individual income and expense items.

Forecast of Income and Based on an analysis that will be detailed throughout this section, we have
Expense formulated a forecast of income and expense. The following table presents a
detailed forecast through the stabilized projection year, including amounts per
available room and per occupied room. The second table illustrates our ten-year
forecast of income and expense, presented with a lesser degree of detail. The
forecasts pertain to years that begin on April 1, 2019, expressed in inflated dollars
for each year.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 95
FIGURE 8-4 DETAILED FORECAST OF INCOME AND EXPENSE

2019/20 Begins April 2020/21 2021/22 Stabilized

Number of Rooms: 116 116 116 116
Occupancy: 74% 80% 83% 84%
Average Rate: $523.00 $558.26 $587.44 $605.06
RevPAR: $387.02 $446.61 $487.58 $508.25
Days Open: 365 365 365 365
Occupied Rooms: 31,332 %Gross PAR POR 33,872 %Gross PAR POR 35,142 %Gross PAR POR 35,566 %Gross PAR POR
OPERATING REVENUE
Rooms $16,387 59.3 % $141,267 $523.02 $18,909 59.6 % $163,009 $558.25 $20,644 60.9 % $177,966 $587.44 $21,519 61.2 % $185,509 $605.05
Food & Beverage 11,040 40.0 95,170 352.35 12,616 39.8 108,761 372.47 13,020 38.4 112,240 370.49 13,410 38.2 115,607 377.06
Other Operated Departments 189 0.7 1,627 6.02 199 0.6 1,713 5.87 207 0.6 1,784 5.89 214 0.6 1,844 6.01
Total Operating Revenues 27,615 100.0 238,064 881.39 31,724 100.0 273,483 936.59 33,871 100.0 291,989 963.82 35,143 100.0 302,960 988.13
DEPARTMENTAL EXPENSES *
Rooms 4,959 30.3 42,752 158.28 5,261 27.8 45,355 155.33 5,498 26.6 47,396 156.45 5,690 26.4 49,052 159.99
Food & Beverage 8,560 77.5 73,791 273.20 8,854 70.2 76,328 261.40 9,139 70.2 78,784 260.06 9,413 70.2 81,147 264.67
Other Operated Departments 97 51.3 835 3.09 100 50.5 865 2.96 104 50.1 894 2.95 107 50.0 922 3.01
Total Expenses 13,616 49.3 117,378 434.57 14,216 44.8 122,548 419.69 14,741 43.5 127,074 419.46 15,210 43.3 131,121 427.66
DEPARTMENTAL INCOME 14,000 50.7 120,687 446.82 17,508 55.2 150,935 516.90 19,130 56.5 164,915 544.36 19,933 56.7 171,839 560.46
UNDISTRIBUTED OPERATING EXPENSES
Administrative & General 2,697 9.8 23,249 86.08 2,879 9.1 24,820 85.00 3,002 8.9 25,883 85.44 3,100 8.8 26,728 87.18
Info & Telecom Systems 112 0.4 966 3.58 120 0.4 1,031 3.53 125 0.4 1,076 3.55 129 0.4 1,111 3.62
Marketing 1,425 5.2 12,289 45.50 1,453 4.6 12,523 42.89 1,443 4.3 12,437 41.05 1,490 4.2 12,843 41.89
Prop. Operations & Maint. 883 3.2 7,609 28.17 1,077 3.4 9,283 31.79 1,263 3.7 10,891 35.95 1,450 4.1 12,496 40.76
Utilities 595 2.2 5,133 19.00 636 2.0 5,480 18.77 663 2.0 5,714 18.86 685 1.9 5,901 19.25
Total Expenses 5,713 20.8 49,246 182.32 6,164 19.5 53,138 181.98 6,496 19.3 56,002 184.85 6,853 19.4 59,079 192.69
GROSS HOUSE PROFIT 8,287 29.9 71,441 264.50 11,344 35.7 97,797 334.92 12,634 37.2 108,913 359.51 13,080 37.3 112,759 367.77
Management Fee 828 3.0 7,142 26.44 952 3.0 8,204 28.10 1,016 3.0 8,760 28.91 1,054 3.0 9,089 29.64
INCOME BEFORE NON-OPR. INC. & EXP. 7,459 26.9 64,299 238.06 10,393 32.7 89,592 306.82 11,618 34.2 100,154 330.59 12,026 34.3 103,671 338.13
NON-OPERATING INCOME & EXPENSE
Property Taxes 2,170 7.9 18,710 69.27 1,071 3.4 9,236 31.63 653 1.9 5,632 18.59 724 2.1 6,244 20.37
Insurance 140 0.5 1,211 4.48 145 0.5 1,247 4.27 149 0.4 1,285 4.24 153 0.4 1,323 4.32
Reserve for Replacement 552 2.0 4,761 17.63 634 2.0 5,470 18.73 1,016 3.0 8,760 28.91 1,406 4.0 12,118 39.53
Total Expenses 2,863 10.4 24,682 91.38 1,851 5.9 15,953 54.63 1,818 5.3 15,676 51.75 2,284 6.5 19,686 64.21
EBITDA LESS RESERVE $4,596 16.5 % $39,617 $146.67 $8,542 26.8 % $73,639 $252.19 $9,799 28.9 % $84,477 $278.85 $9,742 27.8 % $83,985 $273.92

*Departmental expenses are expressed as a percentage of departmental revenues.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 96
FIGURE 8-5 TEN-YEAR FORECAST OF INCOME AND EXPENSE
2019/20 2020/21 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 2027/28 2028/29

Number of Rooms: 116 116 116 116 116 116 116 116 116 116
Occupied Rooms: 31,332 33,872 35,142 35,566 35,566 35,566 35,566 35,566 35,566 35,566
Occupancy: 74% 80% 83% 84% 84% 84% 84% 84% 84% 84%
Average Rate: $523.00 % of $558.26 % of $587.44 % of $605.06 % of $623.21 % of $641.91 % of $661.17 % of $681.00 % of $701.43 % of $722.48 % of
RevPAR: $387.02 Gross $446.61 Gross $487.58 Gross $508.25 Gross $523.50 Gross $539.21 Gross $555.38 Gross $572.04 Gross $589.20 Gross $606.88 Gross
OPERATING REVENUE
Rooms $16,387 59.3 % $18,909 59.6 % $20,644 60.9 % $21,519 61.2 % $22,165 61.2 % $22,830 61.2 % $23,515 61.2 % $24,220 61.2 % $24,947 61.2 % $25,695 61.2 %
Food & Beverage 11,040 40.0 12,616 39.8 13,020 38.4 13,410 38.2 13,813 38.2 14,227 38.2 14,654 38.2 15,094 38.2 15,546 38.2 16,013 38.2
Other Operated Departments 189 0.7 199 0.6 207 0.6 214 0.6 220 0.6 227 0.6 234 0.6 241 0.6 248 0.6 255 0.6
Total Operating Revenues 27,615 100.0 31,724 100.0 33,871 100.0 35,143 100.0 36,198 100.0 37,284 100.0 38,403 100.0 39,554 100.0 40,741 100.0 41,963 100.0
DEPARTMENTAL EXPENSES *
Rooms 4,959 30.3 5,261 27.8 5,498 26.6 5,690 26.4 5,861 26.4 6,037 26.4 6,218 26.4 6,404 26.4 6,596 26.4 6,794 26.4
Food & Beverage 8,560 77.5 8,854 70.2 9,139 70.2 9,413 70.2 9,695 70.2 9,986 70.2 10,286 70.2 10,595 70.2 10,912 70.2 11,240 70.2
Other Operated Departments 97 51.3 100 50.5 104 50.1 107 50.0 110 50.0 113 50.0 117 50.0 120 50.0 124 50.0 128 50.0
Total Expenses 13,616 49.3 14,216 44.8 14,741 43.5 15,210 43.3 15,666 43.3 16,136 43.3 16,620 43.3 17,119 43.3 17,633 43.3 18,162 43.3
DEPARTMENTAL INCOME 14,000 50.7 17,508 55.2 19,130 56.5 19,933 56.7 20,532 56.7 21,148 56.7 21,782 56.7 22,435 56.7 23,109 56.7 23,802 56.7
UNDISTRIBUTED OPERATING EXPENSES
Administrative & General 2,697 9.8 2,879 9.1 3,002 8.9 3,100 8.8 3,193 8.8 3,289 8.8 3,388 8.8 3,490 8.8 3,594 8.8 3,702 8.8
Info & Telecom Systems 112 0.4 120 0.4 125 0.4 129 0.4 133 0.4 137 0.4 141 0.4 145 0.4 149 0.4 154 0.4
Marketing 1,425 5.2 1,453 4.6 1,443 4.3 1,490 4.2 1,535 4.2 1,581 4.2 1,628 4.2 1,677 4.2 1,727 4.2 1,779 4.2
Prop. Operations & Maint. 883 3.2 1,077 3.4 1,263 3.7 1,450 4.1 1,493 4.1 1,538 4.1 1,584 4.1 1,631 4.1 1,680 4.1 1,731 4.1
Utilities 595 2.2 636 2.0 663 2.0 685 1.9 705 1.9 726 1.9 748 1.9 770 1.9 794 1.9 817 1.9
Total Expenses 5,713 20.8 6,164 19.5 6,496 19.3 6,853 19.4 7,059 19.4 7,271 19.4 7,489 19.4 7,713 19.4 7,945 19.4 8,183 19.4
GROSS HOUSE PROFIT 8,287 29.9 11,344 35.7 12,634 37.2 13,080 37.3 13,473 37.3 13,877 37.3 14,294 37.3 14,722 37.3 15,164 37.3 15,618 37.3
Management Fee 828 3.0 952 3.0 1,016 3.0 1,054 3.0 1,086 3.0 1,119 3.0 1,152 3.0 1,187 3.0 1,222 3.0 1,259 3.0
INCOME BEFORE NON-OPR. INC. & EXP. 7,459 26.9 10,393 32.7 11,618 34.2 12,026 34.3 12,387 34.3 12,759 34.3 13,141 34.3 13,535 34.3 13,942 34.3 14,360 34.3
NON-OPERATING INCOME & EXPENSE
Property Taxes 2,170 7.9 1,071 3.4 653 1.9 724 2.1 810 2.2 911 2.4 1,397 3.6 1,999 5.1 2,600 6.4 3,204 7.6
Insurance 140 0.5 145 0.5 149 0.4 153 0.4 158 0.4 163 0.4 168 0.4 173 0.4 178 0.4 183 0.4
Reserve for Replacement 552 2.0 634 2.0 1,016 3.0 1,406 4.0 1,448 4.0 1,491 4.0 1,536 4.0 1,582 4.0 1,630 4.0 1,679 4.0
Total Expenses 2,863 10.4 1,851 5.9 1,818 5.3 2,284 6.5 2,416 6.6 2,565 6.8 3,100 8.0 3,754 9.5 4,407 10.8 5,066 12.0
EBITDA LESS RESERVE $4,596 16.5 % $8,542 26.8 % $9,799 28.9 % $9,742 27.8 % $9,971 27.7 % $10,194 27.5 % $10,041 26.3 % $9,782 24.8 % $9,534 23.5 % $9,294 22.3 %
1 1 1 1 1 1 1 1 1 1
*Departmental expenses are expressed as a percentage of departmental revenues.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 97
 The following description sets forth the basis for the forecast of income and expense.
We anticipate that it will take four years for the subject property to reach a
stabilized level of operation. Each revenue and expense item has been forecast
based upon our review of the proposed subject hotel’s operating budget and
comparable income and expense statements. The forecast is based upon fiscal years
beginning July 1, 2018, expressed in inflated dollars for each year.

Rooms Revenue and Rooms revenue is determined by two variables: occupancy and average rate. We
Expense projected occupancy and average rate in a previous section of this report. The
proposed subject hotel is expected to stabilize at an occupancy level of 84% with an
average rate of $605.06 in 2022/23. Following the stabilized year, the subject
property’s average rate is projected to increase along with the underlying rate of
inflation.

Rooms expense consists of items related to the sale and upkeep of guestrooms and
public space. Salaries, wages, and employee benefits account for a substantial
portion of this category. Although payroll varies somewhat with occupancy and
managers can generally scale the level of service staff on hand to meet an expected
occupancy level, much of a hotel's payroll is fixed. A base level of front desk
personnel, housekeepers, and supervisors must be maintained at all times. As a
result, salaries, wages, and employee benefits are only moderately sensitive to
changes in occupancy.

Commissions and reservations are usually based on room sales, and thus are highly
sensitive to changes in occupancy and average rate. While guest supplies vary 100%
with occupancy, linens and other operating expenses are only slightly affected by
volume. The proposed subject hotel's rooms department expense has been
positioned based upon our review of the comparable operating data and our
understanding of the hotel's future service level and price point.

FIGURE 8-6 ROOMS EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 26.6 % 23.6 % 31.4 % 31.8 % 25.5 % 30.3 % 26.4 %

Per Ava i l a bl e Room $77,010 $31,482 $41,159 $40,916 $32,115 $42,752 $40,778
Per Occupi ed Room $238.52 $94.68 $130.78 $137.06 $101.15 $158.28 $133.00

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 98
Food and Beverage Food and beverage revenue is generated by a hotel's restaurants, lounges, coffee
Revenue and Expense shops, snack bars, banquet rooms, and room service. In addition to providing a
source of revenue, these outlets serve as an amenity that assists in the sale of
guestrooms. With the exception of properties with active lounges or banquet
facilities that draw local residents, in-house guests generally represent a substantial
percentage of a hotel's food and beverage patrons. In the case of the Proposed 9
Orchard Hotel, food and beverage department will include a restaurant and lounge;
moreover, banquet space is expected to span 5,492 square feet.

In estimating the proposed subject hotel’s food and beverage revenue, we have
positioned each outlet individually based on our in-house database of comparable
operations. We note that all comparables represent food and beverage operations
within Manhattan-located hotels.

The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s restaurant and lounge outlet.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 99
 FIGURE 8-7 RESTAURANT COMPARABLES AND POSITIONING

Restaurant Capacity Revenue

Comparables Revenue (Seats) per seat
Compa ra bl e 1 $6,435,000 100 $64,350
Compa ra bl e 2 6,188,000 130 47,600
Compa ra bl e 3 7,032,000 82 85,756
Compa ra bl e 4 8,977,000 120 74,808
Compa ra bl e 5 11,038,000 149 74,080
Compa ra bl e 6 11,800,000 170 69,412
Compa ra bl e 7 6,250,000 196 31,888
Compa ra bl e 8 11,389,000 137 83,131
Compa ra bl e 9 10,000,000 200 50,000
Compa ra bl e 10 6,865,000 110 62,409
Compa ra bl e 11 17,424,000 300 58,080
Compa ra bl e 12 5,001,000 200 25,005
Compa ra bl e 13 5,716,000 135 42,339
Compa ra bl e 14 4,276,379 92 46,482
Compa ra bl e 15 6,311,000 135 46,748
Compa ra bl e 16 7,103,000 152 46,729
Compa ra bl e 17 8,018,000 150 53,453
Compa ra bl e 18 4,741,000 130 36,469
Compa ra bl e 19 5,474,000 136 40,250
Average $53,000

Subject Positioning
Res taura nt & Lounge $6,240,000 156 $40,000
Infl a ted to 2019/20 $ $6,818,616

Each outlet has been positioned in base year (2016) dollars, and inflated by 3%
annually to the anticipated opening date. Since it takes some time for a new
establishment to appropriately ramp-up, we have discounted the first-year revenue
level by 10%. In addition, we have forecast a stabilized departmental expense level
of 77%. The following details our forecast of the hotel’s restaurant outlets.

FIGURE 8-8 RESTAURANT REVENUE AND EXPENSE FORECAST

Disc. Net Expense

Year Revenue %∆ % Revenue %∆ Ratio Expense

2019/20 $6,818,616 - 10% $6,136,755 - 85% $5,216,242

2020/21 7,023,175 3% 0% 7,023,175 14% 77% 5,372,729
2021/22 7,233,870 3% 0% 7,233,870 3% 77% 5,533,911

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 100
 The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s meeting/banquet space. We note that this encompasses both the
traditional meeting spaces planned for the hotel, as well as the rooftop event space.

FIGURE 8-9 MEETING SPACE COMPARABLES AND POSITIONING

Event Revenue
Revenue Size (Sq Ft) per Square Foot
Compa ra bl e 1 $2,509,986 5,500 $460
Compa ra bl e 2 2,106,389 2,489 850
Compa ra bl e 3 1,620,100 3,070 530
Compa ra bl e 4 1,000,000 2,113 470
Compa ra bl e 5 17,201,000 34,405 500
Compa ra bl e 6 13,000,000 27,961 460
Compa ra bl e 7 4,000,000 17,558 230
Compa ra bl e 8 10,500,000 11,592 910
Compa ra bl e 9 1,171,210 3,385 346
Compa ra bl e 10 2,052,000 2,200 930
Compa ra bl e 11 3,016,000 5,062 600
Compa ra bl e 12 3,500,000 6,000 583
Average $517
Subject Positioning
2016 $ $4,393,600 5,492 $800
Infl a ted to 2019/20 $ $4,801,005

Meeting space revenue has been positioned in base year (2016) dollars, and inflated
by 3% annually to the anticipated opening date. Since it takes some time for a new
establishment to appropriately ramp-up, we have discounted the first-year revenue
level by 10%. In addition, we have forecast a stabilized departmental expense level
of 60%. The following details our forecast of the hotel’s meeting space.

FIGURE 8-10 MEETING SPACE REVENUE AND EXPENSE FORECAST

Disc. Net Expense

Year Revenue %∆ % Revenue %∆ Ratio Expense
2019/20 $4,801,005 - 10% $4,320,905 - 67% $2,895,006
2020/21 4,945,036 3% 0% 4,945,036 14% 60% 2,981,856
2021/22 5,093,387 3% 0% 5,093,387 3% 60% 3,071,312

The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s in-room dining operations.

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Proposed 9 Orchard Hotel – New York, New York 101
 FIGURE 8-11 ROOM SERVICE COMPARABLES AND POSITIONING

Occupied Revenue
Revenue Rooms POR
Compa ra ble 1 $636,000 77,353 $8
Compa ra ble 2 1,400,000 284,354 5
Compa ra ble 3 1,900,000 145,528 13
Compa ra ble 4 489,267 25,075 20
Compa ra ble 5 1,100,000 107,016 10
Average $9
Subject Positioning
2016 $ $12.00
Infla ted to 2019/20 $ $13.11

In-room dining revenue has been positioned in base year (2016) dollars, and
inflated by 3% annually to the anticipated opening date. The ramp up in room
service operations is accounted for in the overall occupancy ramp up registered
during the initial projection years. In addition, we have forecast a stabilized
departmental expense level of 80%. The following details our forecast of the hotel’s
in-room dining operations.

FIGURE 8-12 ROOM SERVICE REVENUE AND EXPENSE FORECAST

Occupied Rev Expense

Year Rooms POR Revenue Level Expense
2019/20 31,332 $13.11 $410,843 80% $328,674
2020/21 33,872 13.51 457,479 80% 365,983
2021/22 35,142 13.91 488,873 80% 391,099

The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s mini bar operations.

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Proposed 9 Orchard Hotel – New York, New York 102
 FIGURE 8-13 MINI BAR COMPARABLES AND POSITIONING

Occupied Revenue
Mini Bar Rooms POR
Compa ra ble 1 $458,000 77,353 $6
Compa ra ble 2 148,000 70,513 2
Compa ra ble 3 176,000 29,919 6
Compa ra ble 4 490,000 58,848 8
Compa ra ble 5 164,953 25,075 7
Compa ra ble 6 650,000 145,528 4
Compa ra ble 7 780,000 107,016 7
Average $5.00
Subject Positioning
2016 $ $5.00
Infla ted to 2019/20 $ $5.46

Mini bar revenue has been positioned in base year (2016) dollars, and inflated by
3% annually to the anticipated opening date. The ramp up in mini bar operations is
accounted for in the overall occupancy ramp up registered during the initial
projection years. In addition, we have forecast a stabilized departmental expense
level of 70%. The following details our forecast of the hotel’s in-room dining
operations.

FIGURE 8-14 MINI BAR REVENUE AND EXPENSE FORECAST

Occupied Rev Expense

Year Rooms POR Revenue Level Expense
2019/20 31,332 $5.46 $171,184 70% $119,829
2020/21 33,872 5.63 190,616 70% 133,431
2021/22 35,142 5.80 203,697 70% 142,588

The following table summarizes our revenue and expense forecast for the proposed
hotel’s food and beverage department.

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Proposed 9 Orchard Hotel – New York, New York 103
FIGURE 8-15 TOTAL FOOD AND BEVERAGE – REVENUE AND EXPENSE FORECAST

Restaurant Outlets Lounge Total

Dept Expense Dept Expense Dept Expense
Year Revenue Expense % Revenue Expense % Revenue Expense %
2019/20 $6,136,755 $5,216,242 85% $4,320,905 $2,895,006 67% $11,039,687 $8,559,751 78%
2020/21 7,023,175 5,372,729 77% 4,945,036 2,981,856 60% 12,616,305 8,854,000 70%
2021/22 7,233,870 5,533,911 77% 5,093,387 3,071,312 60% 13,019,827 9,138,910 70%

In-Room Dining Mini Bar

Dept Expense Dept Expense
Year Revenue Expense % Revenue Expense %
2019/20 $410,843 $328,674 80% $171,184 $119,829 70%
2020/21 457,479 365,983 80% 190,616 133,431 70%
2021/22 488,873 391,099 80% 203,697 142,588 70%

Other Operated According to the Uniform System of Accounts, other operated departments include
Departments Revenue any major or minor operated department other than rooms and food and beverage.
and Expense The proposed subject hotel's other operated departments revenue sources are
expected to include the hotel's in-room movie rentals, cancelation and attrition fees,
and other miscellaneous fees and commissions

FIGURE 8-16 OTHER OPERATED DEPARTMENTS REVENUE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 2.6 % 1.0 % 5.3 % 6.2 % 0.8 % 0.7 % 0.6 %

Per Ava i l a bl e Room $10,750 $2,947 $7,309 $9,667 $1,312 $1,627 $1,533
Per Occupi ed Room $33.30 $8.86 $23.22 $32.38 $4.13 $6.02 $5.00

Other operated departments expense includes all expenses reflected in the

summary statements for the divisions associated in these categories.

FIGURE 8-17 OTHER OPERATED DEPARTMENTS EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 62.6 % 73.4 % 32.2 % 68.2 % 50.2 % 51.3 % 50.0 %

Per Ava i l a bl e Room $6,726 $2,163 $2,351 $6,597 $658 $835 $767
Per Occupi ed Room $20.83 $6.51 $7.47 $22.10 $2.07 $3.09 $2.50

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Proposed 9 Orchard Hotel – New York, New York 104
Administrative and Administrative and general expense includes the salaries and wages of all
General Expense administrative personnel who are not directly associated with a particular
department. Expense items related to the management and operation of the
property are also allocated to this category.

Most administrative and general expenses are relatively fixed. The exceptions are
cash overages and shortages; commissions on credit card charges; provision for
doubtful accounts, which are moderately affected by the number of transactions or
total revenue; and salaries, wages, and benefits, which are very slightly influenced
by volume. Based upon our review of the comparable operating data and the
expected scope of facility for the proposed subject hotel, we have positioned the
administrative and general expense level at a market- and property-supported level.

FIGURE 8-18 ADMINISTRATIVE AND GENERAL EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 9.3 % 8.6 % 11.1 % 9.9 % 7.3 % 9.8 % 8.8 %

Per Ava i l a bl e Room $38,592 $25,165 $15,342 $15,539 $12,162 $23,249 $22,219
Per Occupi ed Room $119.53 $75.68 $48.75 $52.05 $38.31 $86.08 $72.47

Information and Information and telecommunications systems expense consists of all costs
Telecommunications associated with a hotel’s technology infrastructure. This includes the costs of cell
Systems Expense phones, administrative call and Internet services, and complimentary call and
Internet services. Expenses in this category are typically organized by type of
technology, or the area benefitting from the technology solution. We expect the
proposed subject hotel's information and telecommunications systems to be well
managed. Expense levels should stabilize at a typical level for a property of this type.

Marketing Expense Marketing expense consists of all costs associated with advertising, sales, and
promotion; these activities are intended to attract and retain customers. Marketing
can be used to create an image, develop customer awareness, and stimulate
patronage of a property's various facilities.

The marketing category is unique in that all expense items, with the exception of
fees and commissions, are totally controlled by management. Most hotel operators
establish an annual marketing budget that sets forth all planned expenditures. If the
budget is followed, total marketing expenses can be projected accurately.

Marketing expenditures are unusual because although there is a lag period before
results are realized, the benefits are often extended over a long period. Depending
on the type and scope of the advertising and promotion program implemented, the

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 105
 lag time can be as short as a few weeks or as long as several years. However, the
favorable results of an effective marketing campaign tend to linger, and a property
often enjoys the benefits of concentrated sales efforts for many months. Based upon
our review of the comparable operating data and the expected scope of facility for
the proposed subject hotel, we have positioned the marketing expense level at a
market- and property-supported level.

FIGURE 8-19 MARKETING EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 2.0 % 3.5 % 7.8 % 3.8 % 8.1 % 5.2 % 4.2 %

Per Ava i l a bl e Room $8,430 $10,387 $10,759 $6,042 $13,545 $12,289 $10,677
Per Occupi ed Room $26.11 $31.24 $34.18 $20.24 $42.66 $45.50 $34.82

Property Operations Property operations and maintenance expense is another expense category that is
and Maintenance largely controlled by management. Except for repairs that are necessary to keep the
facility open and prevent damage (e.g., plumbing, heating, and electrical items),
most maintenance can be deferred for varying lengths of time.

Maintenance is an accumulating expense. If management elects to postpone

performing a required repair, they have not eliminated or saved the expenditure;
they have only deferred payment until a later date. A lodging facility that operates
with a lower-than-normal maintenance budget is likely to accumulate a
considerable amount of deferred maintenance.

The age of a lodging facility has a strong influence on the required level of
maintenance. A new or thoroughly renovated property is protected for several years
by modern equipment and manufacturers' warranties. However, as a hostelry
grows older, maintenance expenses escalate. A well-organized preventive
maintenance system often helps delay deterioration, but most facilities face higher
property operations and maintenance costs each year, regardless of the occupancy
trend. The quality of initial construction can also have a direct impact on future
maintenance requirements. The use of high-quality building materials and
construction methods generally reduces the need for maintenance expenditures
over the long term.

We expect the proposed subject hotel's maintenance operation to be well managed.

Expense levels should stabilize at a typical level for a property of this type. Changes
in this expense item through the projection period result from the application of the
underlying inflation rate and projected changes in occupancy.

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Proposed 9 Orchard Hotel – New York, New York 106
FIGURE 8-20 PROPERTY OPERATIONS AND MAINTENANCE EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 5.5 % 4.3 % 4.7 % 3.9 % 4.2 % 3.2 % 4.1 %

Per Ava i l a bl e Room $22,752 $12,459 $6,459 $6,101 $7,079 $7,609 $10,388
Per Occupi ed Room $70.47 $37.47 $20.52 $20.44 $22.30 $28.17 $33.88

Utilities Expense The utilities consumption of a lodging facility takes several forms, including water
and space heating, air conditioning, lighting, cooking fuel, and other miscellaneous
power requirements. The most common sources of hotel utilities are electricity,
natural gas, fuel oil, and steam. This category also includes the cost of water service.

Total energy cost depends on the source and quantity of fuel used. Electricity tends
to be the most expensive source, followed by oil and gas. Although all hotels
consume a sizable amount of electricity, many properties supplement their utility
requirements with less expensive sources, such as gas and oil, for heating and
cooking. The changes in this utilities line item through the projection period are a
result of the application of the underlying inflation rate and projected changes in
occupancy.

FIGURE 8-21 UTILITIES EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 1.3 % 2.0 % 1.8 % 1.5 % 2.5 % 2.2 % 1.9 %

Per Ava i l a bl e Room $5,485 $5,920 $2,463 $2,409 $4,147 $5,133 $4,906
Per Occupi ed Room $16.99 $17.80 $7.83 $8.07 $13.06 $19.00 $16.00

Management Fee Management expense consists of the fees paid to the managing agent contracted to
operate the property. Some companies provide management services and a brand-
name affiliation (first-tier management company), while others provide
management services alone (second-tier management company). Some
management contracts specify only a base fee (usually a percentage of total
revenue), while others call for both a base fee and an incentive fee (usually a
percentage of defined profit). Basic hotel management fees are often based on a
percentage of total revenue, which means they have no fixed component. While base
fees typically range from 2% to 4% of total revenue, incentive fees are deal specific
and often are calculated as a percentage of income available after debt service and,

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 107
 in some cases, after a preferred return on equity. management fees for the proposed
subject hotel have been forecast at 3.0% of total revenue.

Property Taxes Property (or ad valorem) tax is one of the primary revenue sources of
municipalities. Based on the concept that the tax burden should be distributed in
proportion to the value of all properties within a taxing jurisdiction, a system of
assessments is established. Theoretically, the assessed value placed on each parcel
bears a definite relationship to market value, so properties with equal market values
will have similar assessments, and properties with higher and lower values will
have proportionately larger and smaller assessments. Depending on the taxing
policy of the municipality, property taxes can be based on the value of the real
property or the value of the personal property and the real property.

The taxing jurisdiction governing the subject property assesses only real property.
Within the City of New York, real property taxes are levied on fiscal years that begin
on July 1 and end on June 30. Land and improvements are assessed at 45% of market
value for Class 4 buildings, such as lodging facilities.

Commercial properties in New York City maintain two assessed values in any given
tax year: target and transitional. The use of the two assessed values was instituted
as a result of the significant tax increases that occurred historically in the City of
New York. The target value is that value level which a property is ultimately
determined to achieve, while the transitional value phases in the difference from the
original to the target value over a five-year period. For example, if a property’s
assessment is increased by $100,000 in one year, the target assessment would
increase by $100,000, while the transitional assessment would increase by $20,000
for each of the next five years. During any taxable year, a property is taxed on the
lesser of the two assessments. It is important to note, however, that assessment
increases resulting from a major renovation project or ground-up construction
(such as the subject development) are not subject to a five-year phase-in.

The following details the subject site’s assessment history; note that the site
currently comprises two tax lots.

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Proposed 9 Orchard Hotel – New York, New York 108
FIGURE 8-22 ASSESSMENT HISTORY – LOT 7

Total Transitional Assessment Total Target Assessment

Total Total
Tax Year Land Improvements Total Change Land Improvements Total Change
2011/12 $87,300 $91,880 $179,180 - $87,300 $89,550 $176,850 -
2012/13 87,300 76,040 163,340 (8.84) % 87,300 94,500 181,800 2.80 %
2013/14 87,300 95,750 183,050 12.07 87,300 159,300 246,600 35.64
2014/15 87,300 - 87,300 (52.31) 87,300 - 87,300 (64.60)
2015/16 78,750 - 78,750 (9.79) 78,750 - 78,750 (9.79)
2016/17 78,750 - 78,750 - 78,750 - 78,750 -
2017/18 78,750 509,433 588,183 646.90 78,750 509,433 588,183 646.90
Source: New York Board of Real Estate

FIGURE 8-23 ASSESSMENT HISTORY – LOT 8

Total Transitional Assessment Total Target Assessment

Total Total
Tax Year Land Improvements Total Change Land Improvements Total Change
2011/12 $454,820 $1,757,350 $2,212,170 - $442,350 $2,743,650 $3,186,000 -
2012/13 454,820 2,160,730 2,615,550 18.23 % 442,350 2,642,400 3,084,750 (3.18) %
2013/14 430,880 2,436,990 2,867,870 9.65 442,350 2,817,254 3,259,604 5.67
2014/15 442,350 2,691,409 3,133,759 9.27 442,350 2,852,100 3,294,450 1.07
2015/16 442,350 2,572,570 3,014,920 (3.79) 442,350 2,637,869 3,080,219 (6.50)
2016/17 610,650 2,400,876 3,011,526 (0.11) 1,283,850 1,772,505 3,056,355 (0.77)
2017/18 778,950 3,581,909 4,360,859 44.81 1,283,850 3,083,400 4,367,250 42.89
Source: New York Board of Real Estate

FIGURE 8-24 ASSESSMENT HISTORY – COMBINED

Total Transitional Assessment Total Target Assessment

Total Total
Tax Year Land Improvements Total Change Land Improvements Total Change
2011/12 $542,120 $1,849,230 $2,391,350 - $529,650 $2,833,200 $3,362,850 -
2012/13 542,120 2,236,770 2,778,890 16.21 % 529,650 2,736,900 3,266,550 (2.86) %
2013/14 518,180 2,532,740 3,050,920 9.79 529,650 2,976,554 3,506,204 7.34
2014/15 529,650 2,691,409 3,221,059 5.58 529,650 2,852,100 3,381,750 (3.55)
2015/16 521,100 2,572,570 3,093,670 (3.95) 521,100 2,637,869 3,158,969 (6.59)
2016/17 689,400 2,400,876 3,090,276 (0.11) 1,362,600 1,772,505 3,135,105 (0.76)
2017/18 857,700 4,091,342 4,949,042 60.15 1,362,600 3,592,833 4,955,433 58.06

Source: New York Board of Real Estate

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 109
 Tax Rates

Tax rates are based on the city and county budgets, which change annually. The
following table shows changes in the tax rate per $100 of assessed value from
2000/01 through 2016/17.

FIGURE 8-25 PROPERTY TAX RATES

Tax Rate per $100 Percent Change

Year of Assessment from Previous Year

2000/01 $9.768 —
2001/02 9.712 (0.6) %
2002/03 10.678 9.9
2003/04 11.431 7.1
2004/05 11.558 1.1
2005/06 11.306 (2.2)
2006/07 10.997 (2.7)
2007/08 10.059 (8.5)
2008/09 10.241 1.8
2009/10 10.426 1.8
2010/11 10.312 (1.1)
2011/12 10.152 (1.6)
2012/13 10.288 1.3
2013/14 10.323 0.3
2014/15 10.684 3.5
2015/16 10.656 (0.3)
2016/17 10.574 (0.8)

Avera ge Annua l Compounded Cha nge,

2000/01 - 2016/17 0.5 %
2010/11 - 2016/17: 0.4

Source: New York Ci ty Depa rtment of Fi na nce

For the purposes of our analysis, we have assumed that the tax rate will increase at
an average annual compounded rate of 1.0% throughout the projection period.

Comparable Tax Assessments and Subject Property Positioning

Because the objective of assessed value is to maintain a specific value relationship

among all properties in a taxing jurisdiction, assessments of comparable hotels
should be evaluated to estimate the subject property’s future assessed value. We

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 110
 have reviewed the historical assessment levels of several comparable hotels. This
information is summarized in the following table.

FIGURE 8-26 ASSESSED VALUE OF COMPARABLE HOTELS

No. Total Target Assessment Target Assessment per Room

Hotel of Rms Land Improvements Total Land Improvements Total

Cros by Street Hotel 86 $2,250,000 $29,059,200 $31,309,200 $26,163 $337,898 $364,060

James Hotel 114 4,149,000 11,539,800 15,688,800 36,395 101,226 137,621
NoMad Hotel 168 6,030,000 34,038,000 40,068,000 35,893 202,607 238,500
The Mercer 74 2,700,000 25,771,500 28,471,500 36,486 348,264 384,750
The Greenwi ch Hotel 87 2,295,000 33,725,250 36,020,250 26,379 387,647 414,026
Source: Real Estate Board of New York

Based on our consideration of the comparables’ historical assessment levels, and

upon accounting for the subject property’s projected performance levels, we have
positioned the subject hotel’s stabilized tax assessment within the range of the
comparables. We have forecast the subject hotel’s tax assessment to increase
annually by 2.0% upon stabilization.

Property Tax Forecast

Based on the preceding, the subject property's projected property tax expense
levels are calculated as follows.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 111
FIGURE 8-27 PROJECTED PROPERTY TAXES
Land Values Improvement Values Total Total Total Total Total
Tax* Transitional Target Target Growth Transitional Target Target Growth Transitional Target Total Target ICAP Taxable Value Tax Tax Burden Tax Burden
Year Assessment Assessment Rate Assessment Assessment Rate AV AV Taxable Value Per Room Abatement Year % After ICAP Rate Before ICAP After ICAP

2015/16 $521,100 $521,100 -2% $2,572,570 $2,637,869 -8% $3,093,670 $3,158,969 $3,093,670 $27,232 3,093,670 10.656 $329,661 $329,661
2016/17 689,400 1,362,600 161% 2,400,876 1,772,505 -33% 3,090,276 3,135,105 3,090,276 27,027 3,090,276 10.574 $326,766 326,766
2017/18 857,700 1,362,600 0% 4,091,342 3,592,833 103% 4,949,042 4,955,433 4,949,042 42,719 4,949,042 10.680 Es t. 528,545 528,545 Projection Projected
2018/19 1,298,520 1,635,120 20% 10,719,761 10,419,216 190% 12,018,281 12,054,336 12,018,281 103,917 12,018,281 10.787 1,296,356 1,296,356 Year** Tax Burden
2019/20 1,630,332 1,798,632 10% 20,965,904 20,838,431 100% 22,596,236 22,637,063 22,596,236 195,147 22,596,236 10.894 2,461,725 2,461,725 2019/20 $2,170,383
2020/21 1,888,564 1,888,564 5% 26,002,439 26,048,039 25% 27,891,003 27,936,603 27,891,003 240,833 $2,461,000 1 100% 25,430,003 11.003 3,068,944 607,944 2020/21 1,071,389
2021/22 1,896,118 1,926,335 2% 26,262,920 27,350,441 5% 28,159,037 29,276,776 28,159,037 252,386 2,461,000 2 100% 25,698,037 11.113 3,129,421 668,421 2021/22 653,302
2022/23 1,911,377 1,964,862 2% 26,632,802 27,897,450 2% 28,544,179 29,862,312 28,544,179 257,434 2,461,000 3 100% 26,083,179 11.225 3,203,945 742,945 2022/23 724,314
2023/24 1,934,496 2,004,159 2% 27,114,274 28,455,399 2% 29,048,770 30,459,558 29,048,770 262,582 2,461,000 4 100% 26,587,770 11.337 3,293,189 832,189 2023/24 809,878
2024/25 1,965,632 2,044,242 2% 27,709,567 29,024,507 2% 29,675,199 31,068,749 29,675,199 267,834 2,461,000 5 100% 27,214,199 11.450 3,397,848 936,848 2024/25 910,683
2025/26 2,004,945 2,085,127 2% 28,420,959 29,604,997 2% 30,425,904 31,690,124 30,425,904 273,191 1,968,800 6 80% 28,457,104 11.565 3,518,643 1,549,843 2025/26 1,396,594
2026/27 2,045,044 2,126,829 2% 28,990,290 30,197,097 2% 31,035,334 32,323,926 31,035,334 278,655 1,476,600 7 60% 29,558,734 11.680 3,625,012 2,148,412 2026/27 1,998,770
2027/28 2,085,945 2,169,366 2% 29,571,008 30,801,039 2% 31,656,952 32,970,405 31,656,952 284,228 984,400 8 40% 30,672,552 11.797 3,734,595 2,750,195 2027/28 2,599,749
2028/29 2,127,663 2,212,753 2% 30,163,340 31,417,060 2% 32,291,003 33,629,813 32,291,003 289,912 492,200 9 20% 31,798,803 11.915 3,847,489 3,355,289 2028/29 3,204,015
2029/30 2,170,217 2,257,008 2% 30,767,519 32,045,401 2% 32,937,736 34,302,409 32,937,736 295,710 492,200 10 20% 32,445,536 12.034 3,963,792 3,471,592
2030/31 2,213,621 2,302,148 2% 31,383,781 32,686,309 2% 33,597,402 34,988,458 33,597,402 301,625 33,597,402 12.155 4,083,610 4,083,610

*Tax year begins July 1

**Projection year begins April 1

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 112
 ICAP Tax Abatement

The subject site is expected to qualify for and benefit from a property tax abatement
under the Industrial and Commercial Abatement Program (ICAP). This program
provides partial exemption from, or abatement of, property taxes for varying
periods for eligible industrial and commercial buildings that are built, modernized,
rehabilitated, expanded, or otherwise physically improved under the ICAP
geographical boundaries. Accordingly, the subject property is anticipated to be
benefit from a ten-year abatement. The abatement was calculated as follows:

Assumptions
Base Tax Year 2016/17
Post Completion Tax Year 2020/21
Calculation
Post Completion Tax Estimate $3,068,944
Less: 115% Base Year Taxes (607,827)
$2,461,117
(say) $2,461,000

Note that the absence of such a property tax abatement or any deviation from the
anticipated duration of the property tax exemption period will have a significant
impact on the subject hotel’s estimated market value. Hence, our analysis is
explicitly predicated on the assumption that subject hotel will qualify for the
Industrial and Commercial (property tax) Abatement Program (ICAP) for a ten-year
period.

Insurance Expense The insurance expense category consists of the cost of insuring the hotel and its
contents against damage or destruction by fire, weather, sprinkler leakage, boiler
explosion, plate glass breakage, and so forth. General insurance costs also include
premiums relating to liability, fidelity, and theft coverage.

Insurance rates are based on many factors, including building design and
construction, fire detection and extinguishing equipment, fire district, distance from
the firehouse, and the area's fire experience. Insurance expenses do not vary with
occupancy.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 113
FIGURE 8-28 INSURANCE EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percentage of Revenue 0.7 % 0.6 % 1.0 % 0.5 % 0.0 % 0.5 % 0.4 %

Per Avai l abl e Room $3,096 $1,873 $1,340 $770 $0 $1,211 $1,100
Per Occupi ed Room $9.59 $5.63 $4.26 $2.58 $0.00 $4.48 $3.59

Reserve for Furniture, fixtures, and equipment are essential to the operation of a lodging facility,
Replacement and their quality often influences a property's class. This category includes all non-
real estate items that are capitalized, rather than expensed. The furniture, fixtures,
and equipment of a hotel are exposed to heavy use and must be replaced at regular
intervals. The useful life of these items is determined by their quality, durability, and
the amount of guest traffic and use.

Periodic replacement of furniture, fixtures, and equipment is essential to maintain

the quality, image, and income-producing potential of a lodging facility. Because
capitalized expenditures are not included in the operating statement but affect an
owner's cash flow, a forecast of income and expense should reflect these expenses
in the form of an appropriate reserve for replacement.

The International Society of Hospitality Consultants (ISHC) oversees a major

industry-sponsored study of the capital expenditure requirements for full-
service/luxury, select-service, and extended-stay hotels. The most recent study was
published in 2014.6 Historical capital expenditures of well-maintained hotels were
investigated through the compilation of data provided by most of the major hotel
companies in the United States. A prospective analysis of future capital expenditure
requirements was also performed based upon the cost to replace short- and long-
lived building components over a hotel's economic life. The study showed that the
capital expenditure requirements for hotels vary significantly from year to year and
depend upon both the actual and effective ages of a property. The results of this
study showed that hotel lenders and investors are requiring reserves for
replacement ranging from 4% to 5% of total revenue.

Based on the results of our analysis and on our review of the proposed subject asset
and comparable lodging facilities, as well as on our industry expertise, we estimate
that a reserve for replacement of 4% of total revenues is sufficient to provide for the

6 The International Society of Hotel Consultants, CapEx 2014, A Study of Capital

Expenditure in the U.S. Hotel Industry.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 114
 timely and periodic replacement of the subject property's furniture, fixtures, and
equipment. This amount has been ramped up during the initial projection period.

Forecast of Revenue Projected total revenue. House profit, and EBITDA less replacement reserves are set
and Expense forth in the following table.
Conclusion

FIGURE 8-29 FORECAST OF REVENUE AND EXPENSE CONCLUSION

Total Revenue House Profit House EBITDA Less Replacement Reserve

% Profit As a % of
Year Total Change Total % Change Ratio Total % Change Ttl Rev

Projected 2019/20 $27,615,000 — $8,287,000 — 29.9 % $4,596,000 — 16.5 %

2020/21 31,724,000 14.9 % 11,344,000 36.9 % 35.7 8,542,000 85.9 % 26.8
2021/22 33,871,000 6.8 12,634,000 11.4 37.2 9,799,000 14.7 28.9
2022/23 35,143,000 3.8 13,080,000 3.5 37.3 9,742,000 (0.6) 27.8
2023/24 36,198,000 3.0 13,473,000 3.0 37.3 9,971,000 2.4 27.7

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 115
9. Statement of Assumptions and Limiting Conditions

1. This report is set forth as a market study of the proposed subject hotel; this
is not an appraisal report.
2. This report is to be used in whole and not in part.
3. No responsibility is assumed for matters of a legal nature, nor do we render
any opinion as to title, which is assumed marketable and free of any deed
restrictions and easements. The property is evaluated as though free and
clear unless otherwise stated.
4. We assume that there are no hidden or unapparent conditions of the sub-
soil or structures, such as underground storage tanks, that would affect the
property’s development potential. No responsibility is assumed for these
conditions or for any engineering that may be required to discover them.
5. We have not considered the presence of potentially hazardous materials or
any form of toxic waste on the project site. We are not qualified to detect
hazardous substances and urge the client to retain an expert in this field if
desired.
6. The Americans with Disabilities Act (ADA) became effective on January 26,
1992. We have assumed the proposed hotel would be designed and
constructed to be in full compliance with the ADA.
7. We have made no survey of the site, and we assume no responsibility in
connection with such matters. Sketches, photographs, maps, and other
exhibits are included to assist the reader in visualizing the property. It is
assumed that the use of the described real estate will be within the
boundaries of the property described, and that no encroachment will exist.
8. All information, financial operating statements, estimates, and opinions
obtained from parties not employed by TS Worldwide, LLC are assumed true
and correct. We can assume no liability resulting from misinformation.
9. Unless noted, we assume that there are no encroachments, zoning
violations, or building violations encumbering the subject property.
10. The property is assumed to be in full compliance with all applicable federal,
state, local, and private codes, laws, consents, licenses, and regulations
(including the appropriate liquor license if applicable), and that all licenses,
permits, certificates, franchises, and so forth can be freely renewed or
transferred to a purchaser.

July-2017 Statement of Assumptions and Limiting Conditions

Proposed 9 Orchard Hotel – New York, New York 116
 11. All mortgages, liens, encumbrances, leases, and servitudes have been
disregarded unless specified otherwise.
12. None of this material may be reproduced in any form without our written
permission, and the report cannot be disseminated to the public through
advertising, public relations, news, sales, or other media.
13. We are not required to give testimony or attendance in court because of this
analysis without previous arrangements, and shall do so only when our
standard per-diem fees and travel costs have been paid prior to the
appearance.
14. If the reader is making a fiduciary or individual investment decision and has
any questions concerning the material presented in this report, it is
recommended that the reader contact us.
15. We take no responsibility for any events or circumstances that take place
subsequent to the date of our field inspection.
16. The quality of a lodging facility's onsite management has a direct effect on a
property's economic viability. The financial forecasts presented in this
analysis assume responsible ownership and competent management. Any
departure from this assumption may have a significant impact on the
projected operating results.
17. The financial analysis presented in this report is based upon assumptions,
estimates, and evaluations of the market conditions in the local and national
economy, which may be subject to sharp rises and declines. Over the
projection period considered in our analysis, wages and other operating
expenses may increase or decrease because of market volatility and
economic forces outside the control of the hotel’s management. We assume
that the price of hotel rooms, food, beverages, and other sources of revenue
to the hotel will be adjusted to offset any increases or decreases in related
costs. We do not warrant that our estimates will be attained, but they have
been developed based upon information obtained during the course of our
market research and are intended to reflect the expectations of a typical
hotel investor as of the stated date of the report.
18. This analysis assumes continuation of all Internal Revenue Service tax code
provisions as stated or interpreted on either the date of value or the date of
our field inspection, whichever occurs first.
19. Many of the figures presented in this report were generated using
sophisticated computer models that make calculations based on numbers
carried out to three or more decimal places. In the interest of simplicity,
most numbers have been rounded to the nearest tenth of a percent. Thus,
these figures may be subject to small rounding errors.

July-2017 Statement of Assumptions and Limiting Conditions

Proposed 9 Orchard Hotel – New York, New York 117
 20. It is agreed that our liability to the client is limited to the amount of the fee
paid as liquidated damages. Our responsibility is limited to the client, and
use of this report by third parties shall be solely at the risk of the client
and/or third parties. The use of this report is also subject to the terms and
conditions set forth in our engagement letter with the client.
21. Evaluating and comprising financial forecasts for hotels is both a science and
an art. Although this analysis employs various mathematical calculations to
provide value indications, the final forecasts are subjective and may be
influenced by our experience and other factors not specifically set forth in
this report.
22. This study was prepared by TS Worldwide, LLC. All opinions,
recommendations, and conclusions expressed during the course of this
assignment are rendered by the staff of TS Worldwide, LLC as employees,
rather than as individuals.

July-2017 Statement of Assumptions and Limiting Conditions

Proposed 9 Orchard Hotel – New York, New York 118
 EXECUTION

LOAN AGREEMENT

Dated as of September 29, 2017

between

NINE ORCHARD PARTNERS, LLC,

as Borrower

and

EB5 UNITED NYC VI, LP,

as Lender

in the amount of $73,500,000.00

relating to the property located at:

9 Orchard Street
New York, New York
Block: 7
Lot: 294

To be filed in the office of the New York County Clerk

42217063;25
 EXECUTION

TABLE OF CONTENTS

ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION……………………..1

Section 1.1 Definitions. .................................................................................... 1
Section 1.2 Interpretation. .............................................................................. 14

ARTICLE II GENERAL TERMS ...................................................................................... 16

Section 2.1 Loan Commitment; Use. ............................................................. 16
Section 2.2 Deposits. ...................................................................................... 20
Section 2.3 Interest Rate and Loan Payments. ............................................... 22
Section 2.4 Usury Savings.............................................................................. 22
Section 2.5 Prepayment of Loans ................................................................... 23
Section 2.6 Interest. ........................................................................................ 23
Section 2.7 Maturity Date............................................................................... 23

ARTICLE III ADVANCES OF THE LOAN .................................................................... 23

Section 3.1 Requisitions. ................................................................................ 23
Section 3.2 Submission of Documents........................................................... 25
Section 3.3 Depository Account..................................................................... 25
Section 3.4 Defects in the Work. .................................................................... 25

ARTICLE IV CONDITIONS PRECEDENT .................................................................... 25

Section 4.1 Representations and Warranties; Compliance with
Conditions.................................................................................... 25
Section 4.2 Delivery of Loan Documents; Due Diligence
Items. ........................................................................................... 26
Section 4.3 Organizational Documents. ......................................................... 28
Section 4.4 Opinions of Counsel. ................................................................... 28
Section 4.5 Taxes. ........................................................................................... 28
Section 4.6 Completion of Proceedings. ........................................................ 28
Section 4.7 Payments...................................................................................... 29
Section 4.8 Transaction Costs. ....................................................................... 29
Section 4.9 No Event of Default; No Material Adverse
Change. ........................................................................................ 29

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 Section 4.10 Minimum Equity Investment. ..................................................... 29
Section 4.11 Depository Account and Borrower Collateral
Account........................................................................................ 29
Section 4.12 Lender Fees. ................................................................................ 30
Section 4.13 Mortgage Escrow Agreement. .................................................... 30
Section 4.14 Further Documents. ..................................................................... 30

ARTICLE V CONDITIONS TO LENDER’S OBLIGATION TO MAKE

SUBSEQUENT DEPOSITS AND ADVANCES...................................... 30
Section 5.1 Conditions Precedent to Advances.............................................. 30

ARTICLE VI REPRESENTATIONS AND WARRANTIES .......................................... 31

Section 6.1 Organization. ............................................................................... 31
Section 6.2 Status of Borrower....................................................................... 31
Section 6.3 Validity of Documents. ............................................................... 31
Section 6.4 No Conflicts................................................................................. 32
Section 6.5 Litigation. .................................................................................... 32
Section 6.6 Agreements. ................................................................................. 32
Section 6.7 Solvency. ..................................................................................... 33
Section 6.8 Full and Accurate Disclosure. ..................................................... 33
Section 6.9 Not a Foreign Person. .................................................................. 33
Section 6.10 Business Purposes. ...................................................................... 33
Section 6.11 Compliance. ................................................................................. 33
Section 6.12 Loans. .......................................................................................... 33
Section 6.13 Illegal Activity. ............................................................................ 34
Section 6.14 Separate Tax and Zoning Lot. ..................................................... 34
Section 6.15 Federal Reserve Regulations. ...................................................... 34
Section 6.16 Investment Company Act. ........................................................... 34
Section 6.17 Special Purpose Entity................................................................. 34
Section 6.18 Intellectual Property. ................................................................... 34
Section 6.19 Embargoed Person....................................................................... 35
Section 6.20 Patriot Act. ................................................................................... 35

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 Section 6.21 No Contractual Obligations......................................................... 36
Section 6.22 Members of Borrower. ................................................................ 36
Section 6.23 Survival........................................................................................ 36
Section 6.24 Plans............................................................................................. 36
Section 6.25 Permits. ........................................................................................ 37
Section 6.26 Utility Services. ........................................................................... 37
Section 6.27 Leases. ......................................................................................... 37
Section 6.28 Tax Returns. ................................................................................ 37
Section 6.29 Organization. ............................................................................... 37
Section 6.30 Status of Lender. .......................................................................... 37
Section 6.31 Validity of Documents. ............................................................... 38
Section 6.32 No Conflicts................................................................................. 38
Section 6.33 Litigation. .................................................................................... 38
Section 6.34 Agreements. ................................................................................. 38
Section 6.35 No Contractual Obligations......................................................... 38

ARTICLE VII SPECIAL CONSTRUCTION CONDITIONS.......................................... 39

Section 7.1 Advance not as Waiver................................................................ 39
Section 7.2 Proceedings.................................................................................. 39
Section 7.3 Intended Beneficiaries. ................................................................ 39
Section 7.4 Fees. ............................................................................................. 39
Section 7.5 Payment of Interest. ..................................................................... 40
Section 7.6 Borrower Acknowledgments. ..................................................... 40
Section 7.7 Willful Default by Lender. . ....................................................... 41

ARTICLE VIII LINE ITEMS; IN BALANCE .................................................................. 41

Section 8.1 Estimate of Costs. ........................................................................ 41
Section 8.2 Identity of Interest. ...................................................................... 42
Section 8.3 Contingency. ................................................................................ 42
Section 8.4 In Balance. ................................................................................... 42

ARTICLE IX COVENANTS ............................................................................................. 43

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 Section 9.1 Existence; Compliance With Legal Requirements. .................... 43
Section 9.2 Maintenance and Use of Property. .............................................. 43
Section 9.3 Waste. .......................................................................................... 43
Section 9.4 Taxes. ........................................................................................... 43
Section 9.5 Litigation. .................................................................................... 44
Section 9.6 Access to the Property. ................................................................ 44
Section 9.7 Cooperate in Legal Proceedings.................................................. 44
Section 9.8 Additional Collateral; Hotel Net Cash Flows. .......................... 44
Section 9.9 Awards; Insurance Proceeds. ...................................................... 45
Section 9.10 Records; Financial Statements; Construction
Reports. ........................................................................................ 45
Section 9.11 Estoppel Statement. ..................................................................... 46
Section 9.12 Management of Project. .............................................................. 46
Section 9.13 Liens. ........................................................................................... 47
Section 9.14 Debt Cancellation. ....................................................................... 47
Section 9.15 Zoning.......................................................................................... 47
Section 9.16 Reciprocal Easement Agreement. ............................................... 47
Section 9.17 Notices. ........................................................................................ 47
Section 9.18 Curing. ......................................................................................... 48
Section 9.19 Limitation on Securities Issuances. ............................................. 48
Section 9.20 Limitations on Distributions........................................................ 48
Section 9.21 Contractual Obligations............................................................... 48
Section 9.22 Financing. .................................................................................... 49
Section 9.23 Additional Indebtedness. ............................................................. 49
Section 9.24 Completion of the Work.............................................................. 49
Section 9.25 Loan Proceeds; Advances. .......................................................... 49
Section 9.26 Vouchers; Receipts, etc. .............................................................. 49
Section 9.27 Defects in the Work. .................................................................... 50
Section 9.28 Limitation on Contract Prices...................................................... 50
Section 9.29 Contracts for the Work. ............................................................... 50
Section 9.30 Protection of the Project. ............................................................. 50

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 Section 9.31 UCC Searches; Continuation.. .................................................... 50

ARTICLE X ENTITY COVENANTS ............................................................................... 50

Section 10.1 Single Purpose Entity/Separateness. ........................................... 50
Section 10.2 Change of Name, Identity or Structure. ...................................... 52
Section 10.3 Business and Operations. ............................................................ 53
Section 10.4 Material Changes to Improvements. ........................................... 53

ARTICLE XI NO SALE OR ENCUMBRANCE .............................................................. 53

Section 11.1 Transfer Definitions..................................................................... 53
Section 11.2 No Sale/Encumbrance. ................................................................ 53

ARTICLE XII INSURANCE; CASUALTY; CONDEMNATION;

RESTORATION ......................................................................................... 55
Section 12.1 Insurance. ..................................................................................... 55
Section 12.2 Casualty. ...................................................................................... 56
Section 12.3 Condemnation. ............................................................................ 57

ARTICLE XIII EVENTS OF DEFAULT; REMEDIES ................................................... 58

Section 13.1 Event of Default. ......................................................................... 58
Section 13.2 Remedies. .................................................................................... 60

ARTICLE XIV INDEMNIFICATIONS ............................................................................ 62

Section 14.1 General Indemnification. ............................................................. 62
Section 14.2 Survival, Obligations and Liabilities........................................... 62

ARTICLE XV NOTICES ................................................................................................... 62

Section 15.1 Notices. ........................................................................................ 62

ARTICLE XVI FURTHER ASSURANCES ..................................................................... 63

Section 16.1 Replacement and Corrective Documents. ................................... 63
Section 16.2 Further Acts, Etc.......................................................................... 64
Section 16.3 Changes in Tax, Debt, Credit and Documentary
Stamp Laws. ................................................................................ 64
Section 16.4 Expenses. ..................................................................................... 64

ARTICLE XVII WAIVERS ............................................................................................... 65

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 Section 17.1 Remedies Cumulative; Waivers. ................................................. 65
Section 17.2 Modification, Waiver in Writing................................................. 65
Section 17.3 Delay Not a Waiver. .................................................................... 65
Section 17.4 Trial by Jury................................................................................. 66

ARTICLE XVIII GOVERNING LAW.............................................................................. 66

Section 18.1 Choice of Law. ............................................................................ 66
Section 18.2 Severability. ................................................................................. 66
Section 18.3 Preferences................................................................................... 66

ARTICLE XIX MISCELLANEOUS ................................................................................. 67

Section 19.1 Historic Rehabilitation................................................................. 67
Section 19.2 Survival........................................................................................ 67
Section 19.3 Schedules Incorporated. .............................................................. 68
Section 19.4 No Joint Venture or Partnership; No Third Party
Beneficiaries. ............................................................................... 68
Section 19.5 Publicity. ...................................................................................... 69
Section 19.6 Conflict; Construction of Documents; Reliance. ........................ 69
Section 19.7 Actions, Approvals and Determinations. .................................... 70
Section 19.8 Entire Agreement......................................................................... 70
Section 19.9 Cover Page; Exhibits. .................................................................. 70
Section 19.10 Counterparts................................................................................. 71
Section 19.11 Confidentiality. ............................................................................ 71
Section 19.12 Assignment. ................................................................................. 72

EXHIBIT A Construction Manager’s Letter ................................................................. A-1

EXHIBIT B Borrower’s Organizational Structure ........................................................ B-1

Schedule A Property
Schedule B Approved Lender Expenses
Schedule C Sample Subordination, Non-Disturbance and Attornment Agreement

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 LOAN AGREEMENT

THIS LOAN AGREEMENT dated as of September 29, 2017 (as amended, restated,
replaced, supplemented or otherwise modified from time to time, this “Agreement”), by and
between NINE ORCHARD PARTNERS, LLC, a Delaware limited liability company,
having a registered address at 1123 Broadway, 2nd Floor, New York, NY 10010 (together
with its successors and/or assigns, “Borrower”) and EB5 UNITED NYC VI, LP, a
Washington limited partnership having an address at 535 SE Washington Street, Hillsboro,
Oregon 97123-4142 (together with its successors and permitted assigns, “Lender”).

RECITALS:

WHEREAS Borrower has requested Lender to lend to Borrower the sum of

up to $73,500,000 to be used solely to finance a portion of Borrower’s total budget for the
construction of the Project (as hereinafter defined) on the Property (as hereinafter defined)
(the “Loan”); and

WHEREAS Lender has advised Borrower that, subject to the terms,

provisions, covenants and conditions of (i) this Agreement, and (ii) the Loan Documents (as
hereinafter defined), and based upon the representations, warranties, covenants and
undertakings of Borrower herein contained, Lender is willing to make and disburse such
loan to Borrower on the terms, provisions, covenants and conditions set forth herein.

NOW, THEREFORE, in consideration of Borrower’s express promise to

construct the Project in accordance with the Plans (as hereinafter defined), which promise is
hereby made by Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by all parties hereto, Lender and Borrower
hereby agree as follows:

ARTICLE I.

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions. For all purposes of this Agreement, except as

otherwise expressly required or unless the context clearly indicates a contrary intent:

“90-Day Draw Down” shall have the meaning set forth in Section 2.2
hereof.

“Additional Loan” shall have the meaning set forth in Section 2.1(b)
hereof.

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 “Advance” shall mean such sum that Lender deposits into the Depository
Account as part of the Loan subject to compliance with the terms of this Agreement.

“Affiliate” shall mean, as to any specified Person, (a) any Person that
directly or indirectly through one or more intermediaries Controls, is Controlled by or is
under common Control with such Person, (b) any Person owning or controlling 25% or more
of the outstanding voting securities of or other ownership interests in such Person, (c) any
officer, director, partner or member (direct or indirect and no matter how remote) of such
Person, (d) if such Person is an individual, any entity for which such Person directly or
indirectly acts as an officer, director, partner or member, (e) any entity in which such Person
(together with the members of his family if the Person in question is an individual) owns,
directly or indirectly through one or more intermediaries an interest in any class of stock (or
other beneficial interest in such entity) of 25% or more, or (f) with respect to any Borrower,
any direct or indirect owner of an interest in such Borrower.

“Affiliated Manager” shall have the meaning set forth in Section 11.1
hereof.

“Agreement” shall have the meaning set forth in the preamble.

"Annex” shall have the meaning set forth in Section 6.20 hereof.

“Availability Period” shall mean the period from and including the
Effective Date and ending on the date that is the later of (i) twenty-four (24) months
following the Effective Date, (ii) one hundred fifty (150) days following the end of the
Offering Period, or (iii) ninety-one (91) days after the last date upon which any funds
duly raised pursuant to the offering become available to be released from the Escrow
Account, unless such period is extended by written agreement between Lender and
Borrower.

“Award” shall mean any compensation paid by any Governmental

Authority in connection with a Condemnation in respect of all or any part of the Project.

“Borrower” shall have the meaning set forth in the preamble.

“Borrower Members” shall have the meaning set forth in Section 6.1
hereof.

“Borrower Collateral Account” shall have the meaning set forth in Section
9.8 hereof.

“Borrower Operating Agreement” shall mean that certain Limited

Liability Company Agreement of Borrower dated as of October 26, 2011, as may be
amended from time to time.

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 “Borrower’s Architect” shall mean Studio Castellano and Mancini Duffy
or any successor engaged by Borrower with the prior written consent of Lender, which shall
not be unreasonably withheld, conditioned or delayed.

“Budget” shall mean in substantial conformity to the budget set forth in the
PPM (as defined below, and as same may be amended in accordance with the terms and
provisions hereof and upon Lender’s prior written consent for any material amendments,
which consent shall not be unreasonably withheld, conditioned or delayed) setting forth, in
line item fashion, the costs and expenses to be incurred in connection with the Work, which
line items shall include, without limitation, all Project Costs, the financing costs and the
Contingency.

“Business Day” shall mean a day other than (i) a Saturday, Sunday or (ii)
other day on which commercial banks in New York, New York are authorized or required
by law to close.

“Casualty” shall have the meaning set forth in Section 12.2 hereof.

“Change Order” shall mean any amendments or modifications to the

Work; provided, however, Borrower shall be permitted, if no Event of Default has occurred
and is continuing, without the consent of Lender, to enter into Change Orders which are not
in excess of the Change Order Amount or which do not increase any line item in the Budget
or to the extent Borrower contributes equity in the amount of such Change Order which
equity is in addition to the amount of equity currently reflected in the Budget.

“Change Order Amount” shall mean $1,000,000 individually or

$4,000,000 in the aggregate.

“City Register” shall mean the City Register of the City of New York for
the County of New York.

“Closing Date” shall mean the date hereof.

“Collateral” shall mean all of the real and personal property now or hereafter
pledged, assigned, hypothecated, mortgaged and encumbered as collateral security for the
Loan Documents, except for any historic tax credits.

“Complete” and “Completed” shall have meanings correlative to the

definition of “Completion.”

“Completion” shall be deemed to have occurred upon receipt of the

temporary certificate of occupancy.

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 “Completion Date” shall mean June 30, 2019, by which date Completion
of the Project must have occurred, time being of the essence, subject to Unavoidable Delay
(not to exceed one hundred twenty (120) days).

“Completion Guaranty” shall mean that certain Guaranty of Completion

dated as of the date hereof.

“Condemnation” shall mean a temporary or permanent taking by any

Governmental Authority as the result, in lieu or in anticipation, of the exercise of the right
of condemnation or eminent domain, of all or any part of the Project, or any interest therein
or right accruing thereto, including any right of access thereto or any change of grade
affecting the Project or any part thereof.

“Construction Manager” shall mean either Gardiner and Theobald, O+D

Builders, or another qualified contractor as selected by Borrower and reasonably approved
by Lender, or any successor contractor engaged by Borrower with the prior written consent
of Lender, which shall not be unreasonably withheld, conditioned or delayed.

“Construction Manager Agreement” shall mean the contract between

Borrower and Construction Manager for the construction of the Project, which has been or
will be delivered to Lender.

“Contingency” shall have the meaning set forth in Section 8.3 hereof.

“Contractual Obligation” shall mean as to any Person, any provision of

any security issued by such Person or of any agreement, instrument or undertaking, to which
such Person is a party or by which it or any of its property is bound, or any provision of the
foregoing.

“Control” shall have the meaning set forth in Section 11.1 hereof.

“Creditors Rights Laws” shall mean with respect to any Person any
existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to its debts or debtors.

“Debt” shall mean the outstanding principal amount set forth in, and
evidenced by, this Agreement and the Note together with all interest accrued and unpaid
thereon and all other sums due to Lender in respect of the Loan under the Note, this
Agreement, the Mortgage or any other Loan Document.

“Default” shall mean the occurrence of any event hereunder or under any
other Loan Document which, but for the giving of notice or passage of time, or both, would
be an Event of Default.

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 “Default Interest Rate” shall mean two hundred (200) basis points over the
Interest Rate.

“Defects” shall have the meaning set forth in Section 3.4 hereof.

“Deposit” shall mean a deposit by Lender of an Advance into the

Depository Account from time-to-time in such amounts as shall be raised by Lender
pursuant to the PPM.

“Depository” shall mean JP Morgan Chase Bank or such other federally

insured depository institution as may be selected by Borrower and reasonably approved
by Lender.

“Depository Account” shall mean the account designated by Borrower at

the Depository to which Lender shall wire Advances under the Loan pursuant to the terms
and conditions of this Agreement.

“Dollar” shall mean the currency of the United States of America.

“EB-5 Immigrant Investor Program” (“EB-5 Program”) shall mean the

Immigrant Investor Program created by Section 610 of Public Law 102-395 (October 6,
1992) and administered by the USCIS to stimulate the U.S. economy through job creation
and capital investment by foreign investors.

“Effective Date” shall mean the date on which Lender makes the First
Deposit in accordance with Section 2.2.

“Eligible Loan Funds” shall mean those EB-5 funds for which (i) the
Lender has received signed subscription agreements, as evidenced by the Lender providing
the Borrower with copies of the signed subscription agreements, and (ii) for which the
Lender has received the capital contributions of such Investors in the escrow account for the
Offering that are no longer subject to any escrow release conditions and are fully available
to be immediately loaned to the Borrower, as evidenced by the Lender providing the
Borrower with a copy of the escrow account statement and the Lender's account statement
(if any funds have been released from the escrow account) dated as of the same date, with a
written statement from both the Lender and the escrow administrative agent (anticipated to
be NES Financial) that the escrow release conditions have been satisfied; provided, that with
respect to the August 31, 2018 Threshold Date, the Lender shall have an additional thirty
(30) days through September 30, 2018 (which date may be extended for up to an additional
sixty (60) days on the approval of the Borrower), for the Lender to receive Eligible Loan
Funds from Investors who submitted signed subscription agreements on or prior to the
August 31, 2018 Threshold Date.

“Embargoed Person” shall have the meaning set forth in Section 6.19
hereof.

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 “Environmental Report” shall mean any written report resulting from the
environmental site assessments of the Project ordered on behalf of Borrower in connection
with the Loan.

“Escrow Account” shall mean the escrow account established by Lender

with the Escrow Agent, from which investor funds will be released to Lender, and then
Lender will make immediate Advances of all the investor funds released from the Escrow
Account to Borrower under this Agreement. Lender will establish a separate escrow
account with the Escrow Agent for the Administrative Expense Fees.

“Escrow Agent” shall mean the bank identified as the escrow agent in the
PPM to receive and hold the EB-5 investors’ investments in Lender.

“Event of Default” shall have the meaning set forth in Section 13.1 hereof.

“Extended Maturity Date” shall mean the date that is one full year after
the Maturity Date.

“First Deposit” shall mean the first deposit of funds by Lender to

Borrower’s Depository Account as provided in Section 2.2 hereof.

“Fixture” shall mean (a) all equipment (as defined in the UCC) and all
machinery, computers and computer hardware and software (whether owned or licensed),
vehicles, tools, furniture, fixtures, all attachments, accessories and property now or
hereafter affixed hereto and in connection therewith, and substitutions and replacements
thereof on the Mortgage Property; (b) all machinery, furniture, equipment, fixtures (as
defined in the UCC), including, without limitation, all air conditioning, plumbing,
electrical lighting, communications and elevator fixtures, and other property of every kind
and nature, whether tangible or intangible, whether owned by Borrower, or in which
Borrower has or shall have an interest, now or hereafter located upon the Mortgage
Property, or leased by Borrower or any part thereof, or appurtenant thereto, and usable in
connection with the present or future development, construction, use, operation,
enjoyment and occupancy of the Mortgage Property, and all building equipment, material
and supplies of any nature whatsoever owned by Borrower, or in which Borrower has or
shall have an interest, now or hereafter located upon the Mortgage Property, or any part
thereof, or appurtenant thereto, and all such property of Borrower used or usable in
connection with the present or future development, construction, use, operation,
enjoyment and occupancy of the Mortgage Property, or any part thereof, including all
such property which under the laws of the applicable jurisdiction may properly be
characterized or classified as real property; and (c) all income products and proceeds of
the foregoing, in any form, including insurance proceeds and all claims against third
parties for loss or damage to or destruction of any or all of the foregoing.

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 “Fixture Filing” shall mean the UCC-1 Financing Statements to be
executed by Borrower and filed at the City Register's Office, to perfect a security interest
over the Fixtures related to the Mortgage Property.

“GAAP” shall mean generally accepted accounting principles as adopted

from time to time by the Financial Accounting Standards Board, and consistently applied.

“Governmental Authority” shall mean any court, board, agency,

department, commission, bureau, public corporation, office or other authority of any nature
whatsoever for any governmental unit in the United States (federal, state, county, municipal,
city, town, special district or otherwise) whether now or hereafter in existence, which
exercises jurisdiction over the Project or the Property.

“Hard Costs” shall mean the direct construction costs and other indirect
costs incurred by Borrower in connection with the Work including, but not limited to,
materials, supplies, and payments to contractors and subcontractors.

“Improvements” shall mean the 116-room boutique hotel located at the

Property.

“Indebtedness” shall mean, as to any Person at a particular time, without

duplication, all of the following:

(a) all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments;

(b) all direct or contingent obligations of such Person arising under

letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;

and

(c) all guarantees of such Person in respect of any of the foregoing.

For the avoidance of doubt, Indebtedness shall not include trade payables
incurred in the ordinary course of business.

“Indemnified Liabilities” shall have the meaning set forth in Section 14.1
hereof.

“Indemnified Parties” shall mean (a) Lender, (b) any servicer of the Loan,
(c) any trustees, custodians or other fiduciaries who hold or who have held a full or partial
interest in the Loan for the benefit of any third party, (d) any receiver or other fiduciary
appointed in a foreclosure or other Creditors Rights Laws proceeding, (e) any officers,

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directors, shareholders, partners, member, employees, agents, servants, representatives,
contractors, subcontractors, affiliates or subsidiaries of any and all of the foregoing, and (f)
the heirs, legal representatives, successors and assigns of any and all of the foregoing
(including, without limitation, any successors by merger, consolidation or acquisition of all
or a substantial portion of the Indemnified Parties’ assets and business), in all cases whether
during the term of the Loan or as part of or following a foreclosure of the Mortgage.

“Information” shall mean all information that is received from Borrower or

any of its subsidiaries relating to Borrower, any of its subsidiaries or any of their respective
businesses other than any such information that is available to Borrower or Borrower
Members on a non-confidential basis prior to its disclosure by Borrower or any of its
subsidiaries and which is either clearly identified at the time of delivery as confidential or
should be reasonably treated as confidential and proprietary given the nature of the
document and disclosure. This Agreement and the other Loan Documents shall not be
considered Information.

“Insurance Certificates” shall have the meaning set forth in Section 4.2(c)
hereof.

“Insurance Proceeds” shall have the meaning set forth in Section 12.2
hereof.

“Interest Rate” shall mean a fixed rate of five and one-half percent (5.5%)
per annum up to and including the Maturity Date and the Extended Maturity Date, if any.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986,
as amended, as it may be further amended from time to time, and any successor statutes
thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.

“Involuntary Rate” shall have the meaning set forth in the Note.

“Jobs Creation Period” shall mean the period of time for each applicable
EB-5 investor whose investment funds are included in the Advances under this Agreement,
beginning on the date that such investor receives an approval of his or her Form I-526
petition under the EB-5 Program and continuing until the date that is two and one-half (2.5)
years after such date.

“Job Requirement” shall mean that, based on an economic multiplier

model, Borrower must create and maintain a minimum of ten (10) new full-time direct
and/or indirect jobs per EB-5 investor through the end of the Jobs Creation Period. The Job
Requirement is subject to modification to the extent that that the EB-5 Program is modified,
either by statute or by regulation, to require that Investors providing Eligible Loan Funds
provide a greater investment amount that will correspond to that Job Requirement.

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 “Leases” shall mean any lease entered into by Borrower as landlord for all
or any portion of the Project in accordance with the terms and provisions hereof.

“Legal Requirements” shall mean all statutes, laws, rules, orders,

regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities
applicable to Borrower or the Project or any part thereof, or the construction, use, alteration
or operation thereof, whether now or hereafter enacted and in force (including, without
limitation, all applicable building, zoning, environmental and energy related laws), and all
permits, licenses, authorizations and regulations relating thereto, and all covenants,
agreements, restrictions and encumbrances contained in any instruments, either of record or
known to Borrower, at any time in force applicable to Borrower, or the Project or any part
thereof, including, without limitation, any which may (a) require repairs, modifications or
alterations in or to the Project or any part thereof, or (b) in any way limit the use and
enjoyment thereof.

“Lender” shall have the meaning set forth in the preamble.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation,
assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting
Borrower, the Project, any portion thereof or any interest in the Project, including, without
limitation, any conditional sale or the title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, the filing of any financing
statement, and mechanics’, materialmens’ and other similar liens and encumbrances.

“Loan” shall have the meaning set forth in the Recitals.

“Loan Documents” shall mean this Agreement, the Note, the Mortgage, the
Security Agreement, the Completion Guaranty, the Compensation Agreement, the Mortgage
Escrow Agreement, and any and all other documents, agreements and certificates executed
and/or delivered in connection with the Loan, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.

“Losses” shall mean any and all claims, suits, liabilities (including, without
limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, actual
out-of-pocket costs and expenses, fines, penalties, charges, fees, judgments, awards,
amounts paid in settlement of whatever kind or nature (including, but not limited to, legal
fees and other costs of defense).

“Management Agreement” shall mean a management agreement between

the Manager, if any, and Borrower, pursuant to which such Manager is to provide
management and other services with respect to the Project, as the same may be amended,
restated, replaced, supplemented or otherwise modified in accordance with the terms of this
Agreement.

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 “Manager” shall mean a manager that may be selected by Borrower subject
to Section 9.12 herein.

“Maturity Date” shall mean the fifth anniversary of the date of the final
Advance of the Loan to Borrower.

“Maximum Offering Amount” shall have the meaning set forth in Section
2.1(e) hereof.

“Maximum Rate” shall mean the maximum non-usurious interest rate, if

any, that at any time or from time to time may be contracted for, taken, reserved, charged or
received on the indebtedness evidenced by the Note and as provided for herein or the other
Loan Documents, under the laws of such jurisdiction whose laws are held by any court of
competent jurisdiction to govern the interest rate provisions of the Loan.

“Mortgage” shall mean the mortgage in the principal amount of up to

$73,500,000 constituted on the Mortgage Property to secure the payment of the Note.

“Mortgage Escrow Agreement” shall mean the Mortgage Escrow

Agreement and Guaranty entered into between Lender and Borrower regarding the escrow
of the Mortgage pending an Event of Default.

“Mortgage Property” shall mean the Property and all Improvements

thereto.

"Net Cash Flows" shall have the meaning set forth in Section 9.8.

“Note” shall mean the promissory note in the principal amount of up to

$73,500,00.00 payable to Lender, bearing interest at 5.5% per annum, payment of which is
secured by the Mortgage pledged by Borrower to Lender to secure payment of the Loan.

“OFAC” shall mean the Office of Foreign Assets Control, Department of

the Treasury.

“Offering Period” shall mean the period commencing on the date of the
PPM and concluding December 31, 2018, unless earlier terminated in accordance with this
Agreement or unless extended on the written agreement of Lender and Borrower.

“Organizational Documents” shall mean, as to any Person, the certificate

of incorporation and by-laws with respect to a corporation; the certificate of formation (or
the equivalent of such items under applicable state law) and operating agreement with
respect to a limited liability company; the certificate of limited partnership and partnership
agreement with respect to a limited partnership; the trust agreement with respect to a trust,
or any other organizational, governing or constituent documents of such Person.

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 “Origination Fee” shall mean that certain fee equal to one percent (1%) of
the amount of each Advance to be paid from Borrower’s funds that do not include proceeds
from the Loan. Any funds paid to Lender or Lender Affiliates by Borrower as a retainer
under that certain letter agreement between Borrower and Lender dated on or about June 23,
2017 (“Project Financing Engagement Agreement”) shall be deemed an advance of the
Origination Fee and shall be credited against any remaining Origination Fee due to Lender
by Borrower.

“Patriot Act” shall have the meaning set forth in Section 6.20 hereof.

“Permits” shall mean all licenses, permits, authorizations, certificates,

registrations, permits and/or approvals (including, without limitation, zoning and
construction approvals) necessary for the development, operation, use and occupancy of the
Property, the construction of the Project and the conduct of the Work.

“Permitted Bridge Financing” shall have the meaning set forth in Section
2.1(d) hereof.

“Permitted Financing” shall have the meaning set forth in Section 2.1
hereof.

“Permitted Liens” shall mean the Permitted Senior Liens and: (1) leases or
subleases of real property that do not interfere with the ordinary conduct of the business
conducted and proposed to be conducted at such real property and that are expressly
subordinated to the Lender’s liens on the Collateral; (2) precautionary filings of financing
statements in connection with operating leases entered into in the ordinary course of business
that are expressly subordinated to the Lender’s liens on the Collateral; (3) licenses or
sublicenses in the ordinary course of business that do not materially detract from the value
of the property subject thereto or materially interfere with the ordinary course of business of
the Borrowers and that are expressly subordinated to the Lender’s liens on the Collateral;
and (4) judgment Liens not constituting an Event of Default so long as such Lien is
adequately bonded and any appropriate legal proceedings which may have been duly
initiated for the review of such judgment shall not have been fully terminated or the period
within which such proceedings may be initiated shall not have expired.

“Permitted Senior Liens" shall mean (1) liens for taxes, assessments or
other governmental charges or statutory obligations (including without limitation any real
estate taxes, assessments, refuse or water charges or sewer rents imposed by any
governmental authority), (2) all easements, rights of way, licenses and similar encumbrances
on title or use of real property that do not (i) secure obligations for the payment of money or
(ii) materially impair the value of such property or the use of such Property for its intended
purposes, and (3) any lien related to Permitted Superior Financing and Permitted Bridge
Financing that is debt.

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 “Permitted Superior Financing” shall have the meaning set forth in
Section 2.1(c) hereof.

“Person” shall mean any individual, corporation, partnership, joint venture,

limited liability company, estate, trust, unincorporated association, any other entity, any
federal, state, county or municipal government or any bureau, department or agency thereof
and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall mean any equipment, furniture, furnishings,

machinery, apparatus, and tangible personal property owned or leased by Borrower and used
or to be used in the demolition, construction, operation, repair or maintenance of the Property
or intended to be incorporated in the Project.

“Plans” shall mean all drawings, plans, specifications and other documents
(including, but not limited to, architectural, structural, mechanical, electrical, plumbing,
landscaping and sprinkler) prepared by Borrower, Borrower’s Architect, and/or the
Construction Manager, and bearing such parties signature and seal, as applicable, and
approved by Lender which describe and show the materials, equipment, fixtures and
furnishings necessary for, pertaining to or included in the Work including, without
limitation, all amendments and modifications thereof as are approved by Lender and all
permitted Change Orders.

“PPM” shall mean that certain private placement memorandum entitled

Confidential Private Offering Memorandum of Lender dated September 29, 2017,
together with the various exhibits thereto.

“Policies” shall mean the insurance policies of Borrower required pursuant

to this Agreement.

“Prohibited Transfer” shall have the meaning set forth in Section 11.2(a)
hereof.

“Project” shall mean the renovation of an existing building located at the

Property into an approximately 116 room boutique hotel.

“Project Costs” shall mean all Soft Costs and Hard Costs related to the
Project.

“Property” shall mean 9 Orchard Street, New York, New York, as more
particularly described on Schedule A.

"Required Investment Amount" shall mean the investment amount

required of each investor under the EB-5 Program. Initially, the Required Investment
Amount shall be $500,000 and shall change in the event that changes in the EB-5 Program
are applicable to investors providing Eligible Loan Funds hereunder.

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 “Requisition” shall mean a written certified statement of Borrower set forth
on AIA Forms G702 and G703 (or such other form or forms as Lender may approve, in
Lender’s reasonable discretion) requesting Lender to make an Advance.

“Restricted Party” shall have the meaning set forth in Section 11.1 hereof.

“Retainage” shall mean until such time as the Work is completed the
amount actually held back by Borrower from payments made or to be made to the
Construction Manager, any subcontractors, mechanics, materialmen, vendors or any other
Person supplying goods, services, material or labor to the Project with respect to any
Advance.

“Sale or Pledge” shall have the meaning set forth in Section 11.1 hereof.

“Security Agreement” shall mean that certain Security Agreement by and

between Lender and Borrower of even date herewith securing Borrower’s obligations under
this Agreement and the Note.

“Soft Costs” shall mean all costs, charges, expenses and fees, including,
without limitation, interest payments, Taxes, insurance premiums, appraisal fees, brokerage
fees, leasing commissions, title premiums and charges incurred in connection with the Work,
and the operation and marketing of the Project and identified on the Budget, but excluding
Hard Costs.

“State” shall mean, with respect to the Project, New York, and with respect
to Borrower, the State of Delaware.

“Stored Materials” shall have the meaning set forth in Section 3.1(e)
hereof.

“Subsequent Deposits” shall mean any Advances by Lender to Borrower’s

Depository Account after the First Advance.

“Subsidiary” shall mean any corporation, partnership, limited liability

company or other entity in which a Person holds an equity interest which is more than ten
(10%) of the equity classes issued by such entity.

“Taxes” shall mean all real estate and personal property taxes, assessments,
water rates or sewer rents, now or hereafter levied or assessed or imposed against the Project
(or any part thereof).

"Threshold Date" shall having the meaning set forth in Section 2.1(b).

“UCC” or “Uniform Commercial Code” shall mean the Uniform

Commercial Code as in effect in New York or Delaware, as appropriate.

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 “UCC-1 Financing Statements” shall mean, collectively, the UCC-1
Financing Statements to be executed by Borrower concurrently herewith and filed with the
New York Secretary of State and/or the Delaware Secretary of State to perfect the security
interests granted pursuant to the Security Agreement.

“Unavoidable Delay” shall mean any delay in the Work due to strikes, acts
of God, war, invasion, governmental restrictions, enemy action, civil commotion, fire,
unavoidable casualty or other causes beyond the control of Borrower; provided, however,
that any lack of funds in excess of the Loan shall not be deemed a cause beyond the control
of Borrower.

“USCIS” shall mean the United States Citizenship and Immigration

Services.

“Work” shall mean the construction, furnishing and equipping of the Project
as well as operation of the Project in accordance with the Plans and all Legal Requirements.

“Work Schedule” shall mean the proposed schedule for the performance
and completion of the Work as approved by Lender.

Section 1.2 Interpretation. Unless the context of this Agreement

otherwise clearly requires, the following rules of construction shall apply to this
Agreement and each of the Loan Documents:

(a) Number; Inclusion. To the extent the context so requires, references

to the plural include the singular, references to the singular include the plural, and references
to the part include the whole; “or” has the inclusive meaning represented by the phrase
“and/or”; and “including” has the meaning represented by the phrase “including, without
limitation,”;

(b) Determination. References to “determination” of or by Lender shall

be deemed to include good-faith estimates by Lender (in the case of quantitative
determinations), and good-faith beliefs by Lender (in the case of qualitative determinations),
and such determination shall be conclusive absent manifest error;

(c) Presumption. This Agreement and all other Loan Documents shall
be construed without regard to any presumption or other rule requiring construction against
the party causing this Agreement and all such other Loan Documents to be drafted. If any
words or phrases in this Agreement or any other Loan Document shall have been stricken
out or otherwise eliminated, whether or not any other words or phrases have been added,
this Agreement and all other Loan Documents shall be construed as if the words or phrase
so stricken out or otherwise eliminated were never included herein or therein and no
implication or inference shall be drawn from the fact that said words or phrases were so
stricken out or otherwise eliminated;

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 (d) Lender’s Discretion and Consent. Whenever Lender is granted the
right herein or in any Loan Document to make any judgment, decision or determination, to
exercise any right, remedy or power or otherwise to act in its or their sole and/or absolute
discretion or to grant or withhold consent or approval, such right shall be exercised in good
faith utilizing generally accepted commercial practices for transactions similar to the
transaction that is the subject matter of this Agreement or such Loan Document (as the case
may be); provided that this subsection shall not apply to any wavier, extension of time, or
forbearance with respect to the payment of money, or any Event of Default or the exercise
of any remedy in the event of any Event of Default based on the nonpayment of money;

(e) Documents Taken as a Whole. The words “hereof,” “herein,”

“hereunder,” “hereto” and similar terms in this Agreement or in any Loan Document refer
to this Agreement or such Loan Document as a whole and not to any particular provision of
this Agreement or such Loan Document;

(f) Headings. The Article and/or Section headings and the Table of
Contents contained in this Agreement or any Loan Document and the table of contents (if
any) preceding this Agreement or any Loan Document are for reference purposes only and
shall not control or affect the construction of this Agreement or such Loan Document or the
interpretation thereof in any respect;

(g) Implied References to this Agreement. Article, section, subsection,

clause, schedule and exhibit references are to this Agreement unless otherwise specified;

(h) Persons. Reference to any Person includes such Person’s successors

and assigns but, if applicable, only if such successors and assigns are permitted by this
Agreement or by such Loan Document, as the case may be, and reference to a Person in a
particular capacity excludes such Person in any other capacity;

(i) Modifications to Documents. Reference to any agreement (including

this Agreement and any Loan Document, together with the schedules and exhibits hereto or
thereto), document or instrument means such agreement, document or instrument as
amended, modified, replaced, substituted for, superseded or restated at the relevant time;

(j) From, To and Through. Relative to the determination of any period

of time, “from” means “from and including,” “to” means “to but excluding,” and “through”
means “through and including”; and

(k) Shall; Will. References to “shall” and “will” are intended to have
the same meaning.

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 ARTICLE II

GENERAL TERMS

Section 2.1 Loan Commitment; Use.

(a) Subject to the terms and conditions set forth herein, Lender agrees to
advance funds under the Loan to Borrower from time to time during the Availability Period
in an aggregate principal amount not to exceed Seventy-Three Million Five Hundred
Thousand and 00/100 Dollars ($73,500,000.00), or such greater amount as provided in
Section 2.1(e) below, and Borrower shall accept the Loan in Deposits during the Availability
Period, as provided herein. Borrower shall borrow, but may not prepay (except as otherwise
provided for in the Note) or re-borrow all, or a portion of the Loan. Lender agrees to use
commercially reasonable best efforts to obtain pursuant to the PPM Seventy-Three Million
Five Hundred Thousand and 00/100 Dollars ($73,500,000.00) of Loan funds from persons
who desire to participate in the EB-5 Program pursuant to the PPM.

(b) During the Offering Period, Lender shall obtain investments raised
pursuant to the PPM up to Seventy-Three Million Five Hundred Thousand and 00/100
Dollars ($73,500,000.00), or such greater amount as provided in Section 2.1(e) below. In
the event that Lender is unable to obtain investments equal to (1) $10,000,000 in Eligible
Loan Funds and signed subscription agreements for $25,000,000 by February 15, 2018, or
(2) $40,000,000 in Eligible Loan Funds and signed subscription agreements for $50,000,000
by August 31, 2018 (February 15, 2018 and August 31, 2018 each referred to as a "Threshold
Date"), then, as further provided in this Section 2.1, Borrower may elect to terminate the
Offering Period. Upon termination of the Offering Period, for whatever reason, Borrower
may borrow from other lender(s), including affiliated lenders on prevailing market terms,
the difference between the Maximum Offering Amount and the sum of (i) the Eligible Loan
Funds as of the applicable termination date provided for in this Section 2.1, and (ii) the
amount of all Permitted Bridge Financing, which is debt financing that remains outstanding
after the closing of the additional loan calculated by this sentence (the “Additional Loan”).

(i) With respect to the February 15, 2018 Threshold Date:

(A) By 11:59 p.m. Pacific Time on February 15,

2018, Lender shall deliver to Borrower (1) a summary listing the names of the investors,
a notation that all subscription materials are signed by each such investor, the amount
of the administrative fee and the capital contribution in Lender’s EB-5 escrow account
per investor and in total and whether the investors’ capital contributions are Eligible
Loan Funds (per investor and in total) and (2) copies of all the signed subscription
agreements to evidence the signed subscription agreements which count toward the
$25,000,000 requirement; and

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 (B) By 11:59 p.m. Pacific Time on February 22,
2018 Lender shall deliver to Borrower a copy of the escrow account statement and the
Lender's account statement (if any funds have been released from the escrow account)
both dated as of February 15, 2018, collectively evidencing funds which potentially
count toward the $10,000,000 requirement, with a written statement from both Lender
and the escrow administrative agent (anticipated to be NES Financial) identifying the
portion of the funds by investors for which the escrow release conditions have been
satisfied.

(C) If the deliveries in Section 2.1(b)(i) (A) and (B)

are not made timely or, if made timely, do not evidence signed subscription agreements
with completed subscription materials and Eligible Loan Funds in the necessary
threshold amounts, then Borrower may, at its option, elect to terminate the Offering
effective as of February 16, 2018 by providing notice to the Lender within ten (10) days
of receipt of the deliveries in Section 2.1(b)(i) (A) and (B) and Borrower shall have no
further obligations to accept any further Advances or other funds from Lender except
that Borrower shall only be required to accept Advances (in accordance with the terms
hereof) which were Eligible Loan Funds as of February 15, 2018 that have satisfied
Section 2.1(b) (i) (A) and (B) as of the dates therein, provided further that the Eligible
Loan Funds must be the funds identified on the summary listing in Section 2.1(b)(i)(A).
The deliveries in Section 2.1(b)(i) (A) and (B) may be made by e-mail.

(ii) With respect to the August 31, 2018 Threshold Date:

(A) By 11:59 p.m. Pacific Time on August 31, 2018,

Lender shall deliver Borrower (1) a summary listing the names of the investors, a
notation that all subscription materials are signed by each such investor, the amount of
the administrative fee and the capital contribution in Lender’s EB-5 escrow account per
investor and in total and whether the investors’ capital contributions are Eligible Loan
Funds (per investor and in total) and (2) copies of all the signed subscription agreement
to evidence the signed subscription agreements which count toward the $50,000,000
requirement; and

(B) By 11:59 p.m. Pacific Time on October 5,

2018, Lender shall deliver to Borrower a copy of the escrow account statement and the
Lender's account statement (if any funds have been released from the escrow account)
both dated as of September 28, 2018, collectively evidencing funds which potentially
count toward the $40,000,000 requirement, with a written statement from both the
Lender and the escrow administrative agent (anticipated to be NES Financial)
identifying the portion of the funds by investors for which the escrow release conditions
have been satisfied. The October 5, 2018 date may be extended in writing for up to an
additional sixty (60) days at the sole and absolute discretion of the Borrower.

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 (C) If the deliveries in Section 2.1(b)(ii) (A) and (B)
are not made timely or, if made timely, do not evidence signed subscription agreements
with completed subscription materials and Eligible Loan Funds in the necessary
threshold amounts, then Borrower may, at its option, elect to terminate the Offering
effective as of October 1, 2018 by providing notice to the Lender within ten (10) days
of receipt of the deliveries in Section 2.1(b)(ii) (A) and (B) and Borrower shall have no
further obligations to accept any further Advances or other funds from Lender except
that Borrower shall only be required to accept Advances (in accordance with the terms
hereof) which were Eligible Loan Funds as of September 28, 2018 that have satisfied
Section 2.1(b) (ii) (A) and (B) as of the dates therein provided further that the Eligible
Loan Funds must be the funds identified on the summary listing in Section
2.1(b)(ii)(A). The deliveries in Section 2.1(b)(ii) (A) and (B) may be made by e-mail.

(iii) At the end of the Offering Period, Lender shall no longer

accept any additional investments in the Escrow Account, provided however, that at the end
of the Offering Period (assuming that the Offering Period ends on December 31, 2018, and
is not terminated earlier or extended), Lender shall have through January 31, 2019 (which
date may be further extended up to March 31, 2019 upon written approval from Borrower
at its sole and absolute discretion) to receive subscription funds, which must be Eligible
Loan Funds, from investors who submitted signed subscription agreements prior to the end
of the Offering Period. At the end of the Offering Period, Lender shall provide Borrower a
summary listing the names of the investors, a notation that all subscription materials are
signed by each such investor, the amount of the administrative fee and the capital
contribution in Lender’s EB-5 escrow account per investor and in total and whether the
investors’ capital contributions are Eligible Loan Funds (per investor and in total) and (2)
copies of all the signed subscription agreement to evidence the signed subscription
agreements. There shall be no minimum loan amount other than the Required Investment
Amount and those threshold amounts on the Threshold Dates. On February 5, 2019 (unless
extended by written approval from Borrower at its sole and absolute discretion), Lender shall
deliver to Borrower a copy of the escrow account statement and the Lender's account
statement (if any funds have been released from the escrow account) both dated as of January
31, 2019, collectively evidencing the amount of Eligible Loan Funds as of January 31, 2019,
with a written statement from both Lender and the escrow administrative agent (anticipated
to be NES Financial) that the escrow release conditions for all of such Eligible Loan Funds
have been satisfied.

(c) The parties acknowledge and agree that Liens on the Collateral
securing the Loan and the Note shall initially be a first-priority lien, subject to the recording
of the Mortgage in accordance with Mortgage Escrow Agreement and Permitted Senior
Liens. However, if there is an Additional Loan, Lender hereby agrees to subordinate the
Loan and the Loan Documents to any Additional Loan, provided that such Additional Loan
(i) is obtained on or before the date with is twelve (12) months after the end of the
Availability Period, and (ii) does not have a term that extends beyond Maturity Date, or the
Extended Maturity Date as the case may be, of the Loan, unless repayment of the principal

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of the Loan is permitted under the terms of the Additional Loan. Lender will enter into such
subordination agreements, intercreditor agreements, amendments to the Mortgage, and other
documents as may be reasonably requested to effect and evidence such subordination of the
Loan to the Additional Loan (“Permitted Superior Financing”), provided that Lender will
only subordinate the Loan to an Additional Loan provided that such subordination and other
agreements do not prohibit Borrower from paying interest on the Loan as long as Borrower
is not in default under such Permitted Superior Financing.

(d) Borrower may obtain short-term, temporary bridge financing for the
Project, the outstanding amount of which may not exceed Seventy-Three Million Five
Hundred Thousand Dollars ($73,500,000) less the amount of Eligible Loan Funds at any
one time, which financing may include either debt or equity which has either been loaned as
debt or contributed as equity to Borrower (the “Permitted Bridge Financing”). In the event
of such Permitted Bridge Financing, then on request by Borrower, Lender will subordinate
its Lien on all of the Collateral for the Loan to the bridge finance lender for bridge debt
financing, but not for any bridge equity financing, provided Lender maintains a Lien junior
in priority only to the Permitted Bridge Financing which was advanced as debt to Borrower,
and provided that such subordination and other agreements do not prohibit Borrower from
paying interest or principal on the Loan as long as Borrower is not in default under such
Permitted Bridge Financing. In such event, Borrower shall use all Advances from the Loan
when available to first repay the Permitted Bridge Financing, first the debt portion and then
the equity portion thereof, until the Permitted Bridge Financing is satisfied in full.
Notwithstanding the foregoing inclusion of equity as part of Permitted Bridge Financing, it
is anticipated that Borrower shall contribute the amount of equity for which it is budgeted
under the PPM and such equity financing shall not be deemed to be Permitted Bridge
Financing, unless there are Cost Savings (as defined below).

(i) Notwithstanding the foregoing, nothing shall prevent

Borrower from contributing additional equity above both its budgeted portion and any
Permitted Bridge Financing, as it determines is necessary to fund the Project (the
“Additional Equity”).

(ii) Further, if upon Completion of the Project hotel, the budget

in the PPM reflects that the Project has been constructed under budget, then Advances from
the Loan shall be used to repay equity in an amount equal to the difference between the
budgeted total Project cost and the final actual costs (the “Cost Savings”). Such Cost Savings
shall be considered Permitted Bridge Financing but eligible to be paid only after Completion.

Borrower shall use all Permitted Bridge Financing solely for USCIS-approved job
creating purposes and as contemplated in the Business Plan used in the Offering.

The Permitted Superior Financing and the Permitted Bridge Financing shall
collectively be known as “Permitted Financing.”

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 (e) Provided the Offering Period has not been earlier terminated, Lender and
Borrower understand that to the extent Lender raises funds under the PPM in excess of
$73,500,000 but no more than $80,000,000 ("Maximum Offering Amount") within the
Offering Period (assuming that the Offering Period ends on December 31, 2018, and is not
terminated earlier or extended), as evidenced by Borrower’s receipt from Lender of signed
Subscription Agreements from such investors prior to the end of the Offering Period, Lender
shall have through January 31, 2019 (which date may be further extended up to March 31,
2019 upon written approval from Borrower at its sole and absolute discretion) to receive
subscription funds, which must be Eligible Loan Funds (the "Increased Loan Amount").
Lender shall provide Borrower the same deliveries and information provided in Section
2.1(b)(iii). Subject to such deliveries and information and provided that there is no on-going
Event of Default, then subject to the other provisions of this Agreement and pursuant to the
procedures provided in Section 2.2, Lender shall loan such Increased Loan Amount, as part
of the Loan, to Borrower once the Increased Loan Amount becomes Eligible Loan Funds
and Borrower shall accept such Increased Loan Amount from Lender in accordance with
Section 2.2(a).

(f) In the event that an EB-5 investor’s I-526 petition is denied by USCIS, the
Lender shall promptly notify the Borrower of such denial and use commercially reasonable
efforts to obtain a substitute EB-5 investor. On receipt of such notice from the Lender,
notwithstanding Section 2.5, the Borrower shall use commercially reasonable efforts to
return the denied EB-5 investor’s capital contribution to the Lender as a prepayment of the
Loan within ninety (90) days after receipt of the Lender’s notice, in the event of a denial
based on the denial of the individual investor or within one hundred fifty (150) days after
receipt of the Lender’s notice in the event of a denial based on the denial of the Project or
cancellation of the EB-5 program. In such instance, the Borrower is not obligated to pay the
Prepayment Interest, as set forth in Section 7(ii) of the Note.

Section 2.2 Deposits.

(a) Subject to Section 2.1, Lender shall make the Loan in one or more Advances
of the Required Investment Amount or multiples thereof (except as provided below),
pursuant to Requisitions in accordance with the following procedure. Requisitions may only
be for Eligible Loan Funds. Upon five (5) Business Days after receipt of a Requisition from
Borrower, Lender shall cause Escrow Agent to release funds from the Escrow Account to
Lender by wire transfer, so that Lender may make a Deposit into the Depository Account by
wire transfer within such five (5) business days. The amount of the Deposit shall be the
lesser of (i) the amount of the Requisition rounded up to the next multiple of the Required
Investment Amount, or (ii) the amount of immigrant investor funds eligible to be released
pursuant to the Escrow Agreement between Lender and the Escrow Agent. The last Deposit
shall be made by wire transfer on or before the last day of the Availability Period, which
date shall be extended as necessary for no more than 90 days to allow for the satisfaction of
the conditions for release of funds from the Escrow Account and in accordance with the 90-
Day Draw Down, and shall be equal to the amount of all remaining investor funds in the

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Escrow Account eligible to be released on such date, plus all investor funds previously
released to Lender and not previously Advanced to Borrower. Each deposit into the
Depository Account shall be deemed a Deposit on the date of such deposit. Borrower shall
borrow immigrant investor funds pursuant to a Requisition request within 90 days of the
date that such immigrant investor funds are eligible to be released from the Escrow Account
into the Depository Account (such requirement to be known as the “90-Day Draw Down”).
To the extent that any immigrant investor funds have been eligible to be released from the
Escrow Account for 90 days and Borrower has not Requisitioned such funds, on the 91st
day or as soon thereafter as practical, Lender shall cause Escrow Agent to release such funds
from the Escrow Account to Lender by wire transfer, Lender shall promptly deposit such
funds into the Depository Account by wire transfer, and such funds shall be deemed to have
been Requisitioned by Borrower on the date of such transfer for all purposes hereunder, and
provided concurrently with such transfer, Lender shall provide written notice thereof to
Borrower. Immigrant investor funds shall be deemed eligible to be disbursed from the
Escrow Account upon the occurrence of the following (i) an individual immigrant investor
has deposited the full Required Investment Amount into the Escrow Account in cleared
funds pursuant to the PPM, (ii) Lender has received written confirmation from USCIS that
such investor has filed a I-526 Petition with USCIS, (iii) Advantage America New York
Regional Center LLC has been approved as a regional center by USCIS, and (iv) the
immigrant investor has fulfilled all subscription requirements and Lender has accepted the
immigration investor’s subscription. Lender shall promptly notify Borrower and Escrow
Agent when Lender has received written confirmation from USCIS that such investor has
filed a I-526 Petition with USCIS. For clarification purposes, Borrower’s 90-Day Draw
Down obligation commences only after each investor’s Required Investment Amount
becomes eligible to be loaned under this Loan Agreement, so that in no event shall Borrower
be required to accept a Deposit under the 90-Day Draw Down containing any investor’s
Required Investment Amount unless such Required Investment Amount has been eligible
to be loaned for 90 days. Lender shall provide a monthly written notice to Borrower
including a printed statement from the Escrow Agent or from NES Financial reflecting (i)
all deposits into the Escrow Account, (ii) all disbursements made from the Escrow Account,
(iii) the amount of funds eligible to be disbursed from the Escrow Account, and (iv) the date
at which such funds became eligible. Upon the full Loan amount having been loaned to
Borrower no further Advances will be made to Borrower unless the parties agree otherwise.
Each Deposit shall be evidenced by Lender’s delivery to Borrower of an update of Schedule
A as set forth in the Note, which such update of Schedule A shall be delivered to Borrower
by Lender promptly following each Deposit.

(b) At the expiration of the Offering Period, Lender shall promptly cease
seeking investments and subscriptions and upon a Requisition from Borrower to Lender
shall Deposit in the Depository Account the Eligible Loan Funds Requisitioned by
Borrower pursuant to Article II.

(c) The Loan shall be evidenced by the Note and secured by the Mortgage,
the Security Agreement, and the other Loan Documents.

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 (d) Borrower shall use the proceeds of the Loan to (i) first, repay any
Permitted Bridge Financing, including without limitation any Additional Equity, and (ii)
partially finance Borrower’s completion and operations of the Project. Borrower shall not
use the proceeds of the Loan to pay costs and expenses incurred in connection with the
closing of the Loan, including but not limited to the Origination Fee.

Section 2.3 Interest Rate and Loan Payments.

(a) The Loan shall bear interest at the Interest Rate and as set forth in the Note
and Section 2.6 of this Agreement. Interest on any outstanding unpaid principal balance
shall be calculated on the basis of a 365-day year and actual days elapsed. Principal shall not
be deemed outstanding until such time as it has been deposited into the Depository Account
pursuant to a Borrower Requisition.

(b) Borrower hereby agrees to make principal and interest payments as set forth
in the Note.

(c) All payments to be made by Borrower shall be made without condition or

deduction for any counterclaim, defense, recoupment or setoff, except for breach of the Loan
Documents between Lender and Borrower. Except as otherwise expressly provided herein,
all payments by Borrower hereunder and under the other Loan Documents shall be made to
Lender at Lender’s office in Dollars and in immediately available funds not later than 5:00
p.m. EST/EDT on the date specified herein.

(d) All payments received by Lender after 5:00 p.m. EST/EDT shall be deemed
received on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue. If any payment to be made by Borrower shall come due on a day other
than a Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected on computing interest or fees, as the case may be.

Section 2.4 Usury Savings. This Agreement and the Note are subject to
the express condition that at no time shall Borrower be obligated or required to pay interest
on the principal balance of the Loan at a rate which could subject Lender to either civil or
criminal liability as a result of being in excess of the Maximum Rate. If, by the terms of this
Agreement or the other Loan Documents, Borrower is at any time required or obligated to
pay interest on the principal balance due hereunder at a rate in excess of the Maximum Rate,
the Interest Rate or the Involuntary Rate, as the case may be, shall be deemed to be
immediately reduced to the Maximum Rate and all previous payments in excess of the
Maximum Rate shall be deemed to have been payments in reduction of principal and not on
account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the
use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted
by applicable law, be amortized, prorated, allocated, and spread throughout the full stated
term of the Loan until payment in full so that the rate or amount of interest on account of the

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Loan does not exceed the Maximum Rate of interest from time to time in effect and
applicable to the Loan for so long as the Loan is outstanding.

Section 2.5 Prepayment of Loans. Borrower shall not, without Lender’s

prior express written consent, prepay any Advance of the Loan prior to the Maturity Date.

Section 2.6 Interest.

(a) Pursuant to Section 2.3, the funds comprising each Deposit shall bear
interest at the Interest Rate. Interest shall accrue commencing on the date that each Deposit
is transferred by Lender into the Depository Account pursuant to a Requisition by Borrower.

(b) Notwithstanding Section 2.6(a), if any principal of or interest on

any Loan funds transferred pursuant to a Deposit or any fee or other amount payable by
the Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at the Default Interest Rate.

(c) All interest hereunder shall be payable in accordance with the

terms of the Note and the Agreement.

Section 2.7 Maturity Date. Borrower may, upon written notice to the
Lender at least thirty (30) days, but not to exceed ninety (90) days, prior to the Maturity
Date, and in its sole discretion, extend the Maturity Date to the Extended Maturity Date.

ARTICLE III

ADVANCES OF THE LOAN

Subject to the terms, provisions, covenants and conditions of this

Agreement, Borrower shall accept, and Lender shall release, Advances of the Loan (i) to
repay the Permitted Bridge Financing, including without limitation any Additional Equity,
and (ii) to pay for Work as the Work progresses (with such Advances being Lender’s
Deposits into the Depository Account), subject to the following conditions:

Section 3.1 Requisitions.

(a) Borrower shall submit a Requisition to Lender; provided, however,

that such Requisitions are submitted in accordance with the terms of this Section 3.1 and
Section 2.2, above;

(b) Each Requisition shall be delivered to Lender via overnight courier

(e.g., UPS, FedEx, etc.), electronic delivery or personal delivery. Each Requisition must be

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received by Lender not less than five (5) Business Days prior to the requested Advance and
shall constitute an affirmation that the representations and warranties set forth in Article VI
hereof remain true and correct as of the date thereof and, unless Lender is notified in writing
to the contrary prior to the withdrawal of the requested Advance, shall be so on the date
thereof;

(c) Requisitions shall not exceed (X) total Project Costs as set forth in
the Budget which has been approved by Lender, as modified by Change Orders that
individually or in the aggregate are not more than the Change Order Amount, less (Y) all
prior Advances; provided that the aggregate amount of all Requisitions shall not exceed the
amount of Eligible Loan Funds;

(d) Each Requisition shall be accompanied, if and as may be requested

by Lender, by bills, invoices and other evidence of costs incurred or to be incurred, and
applicable lien waivers for all previous Advances and payments made by Borrower from
Borrower’s own funds to any Person who performed any portion of, or supplied materials
for, the Work; notwithstanding the foregoing Advances may also be solely for costs to be
incurred;

(e) Except as provided below, any Advance that, in whole or in part,

relates to materials, equipment or furnishings that are owned by Borrower and are not
incorporated into the Project, but are to be temporarily stored either on the Property or off
site (the “Stored Materials”), shall be subject, in addition to satisfaction of the other
conditions for an Advance contained in this Agreement, to Lender’s receipt of evidence
reasonably acceptable to Lender that:

(i) such Stored Materials are included within the coverages of

insurance policies carried by Borrower in accordance with this Agreement;

(ii) such Stored Materials have been, or upon release of the

Advance, shall be, fully paid for and the ownership of such Stored Materials is vested in
Borrower free of any liens or claims of third parties;

(iii) such Stored Materials are stored either on the Property or in

a bonded warehouse, and if stored in a bonded warehouse the agreement between Borrower
and the warehouseman is in form and substance reasonably acceptable to Lender, and the
Stored Materials are protected against theft or damage;

(iv) such Stored Materials, if they are finished components, are

ready for installation and are appropriate for purchase during the current stage of the Work;
and

(v) Lender has a perfected first-priority security interest in the

Stored Materials (for which Lender may require a separate security agreement and UCC

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financing statements to cover any such Stored Materials which Borrower shall execute
within ten (10) days of demand by Lender therefor).

(f) The Advance shall not render the Loan out of balance (as set forth in
Article VIII hereof);

(g) To the extent costs actually incurred are less than the amounts set
forth in the Budget, Borrower shall have the right, upon prior written notice to Lender, and
not more frequently than once per month, to reallocate line items (provided such reallocation
does not violate Legal Requirements) and such reallocated amounts shall not be deemed a
Change Order.

Section 3.2 Submission of Documents. All documents required to be

submitted to Lender as a condition of each Advance are to be submitted to, and all Advances
to be made hereunder are to be made from, the office of Lender at the address set forth in
the Notice provision of this Agreement, Article XV. Borrower agrees that (i) all Permits
must be in place prior to the First Deposit for the Work completed to date except for those
Permits for which Lender, in Lender’s reasonable discretion, agrees that it would be
premature and (ii) Borrower shall obtain all Permits as and when required to enable the Work
to proceed in a timely manner to permit completion of the Work by the Completion Date.

Section 3.3 Depository Account. Borrower hereby authorizes Lender to

deposit all Advances into the Depository Account. The Depository Account shall serve as
Borrower’s operating account for the flow of funds during the course of the Work. Any
Deposit by Lender into the Depository Account shall be deemed an Advance by Lender to
Borrower.

Section 3.4 Defects in the Work. Lender shall not be obligated to permit
the release of any Advance if any construction status report submitted by Borrower reveals
any material structural defects or other material defects (“Defects”) in the Work until such
time as Borrower repairs or replaces such Defects to Lender’s reasonable satisfaction.

ARTICLE IV

CONDITIONS PRECEDENT

The obligation of Lender to make the First Deposit of the Loan hereunder is subject
to the fulfillment by Borrower or waiver by Lender of the following conditions precedent
by no later than the Closing Date:

Section 4.1 Representations and Warranties; Compliance with

Conditions. The representations and warranties of Borrower contained in this Agreement
and the other Loan Documents shall be true and correct in all material respects on and as of
(i) the Closing Date with the same effect as if made on and as of such date, and (ii) the date

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of the First Deposit with the same effect as if made on and as of such date, and Lender shall
have determined that as of the Closing Date and as of the date of the First Deposit no Default
or an Event of Default shall have occurred and be continuing nor shall any Default or Event
of Default occur immediately following the Closing Date and Borrower shall be in
compliance in all material respects with all terms and conditions set forth in this Agreement
and in each other Loan Document on its part to be observed or performed.

Section 4.2 Delivery of Loan Documents; Due Diligence Items.

(a) Collateral. As collateral security for the prompt performance,

observation and payment in full of all the obligations of Borrower with Lender hereunder
and under the note, Borrower shall deliver to Lender the following documents in form and
substance acceptable to Lender:

(i) the Mortgage;

(ii) the Note;

(iii) the Security Agreement;

(iv) the Deposit Account Control Agreement with respect to the

Borrower Collateral Account;

(v) the UCC-1 Financing Statements;

(vi) the Fixture Filings;

(vii) the endorsement to Lender of Insurance Policies; and

(viii) evidence that all other action necessary or in the reasonable

opinion of Lender and agreed to by Borrower, desirable to perfect
and protect the security interest created by the foregoing has been
taken.

The parties acknowledge that the proceeds in the Borrower Collateral Account (as
defined in Article 9) shall be deemed Collateral for the purposes of this Agreement,
excluding any funds relating to historic tax credits.

Lender shall have also received from Borrower fully executed counterparts of this
Agreement and all of the other Loan Documents.

(b) Survey. Lender shall have received a current title survey for the
Property, certified to the Lender and its successors and assigns, in form and content
satisfactory to Lender and prepared by a professional and properly licensed land surveyor

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satisfactory to Lender. Such survey shall include, among other things, a metes and bounds
description of the Property reasonably satisfactory to Lender.

(c) Insurance. Lender shall have received ACORD forms of insurance

(the “Insurance Certificates”) evidencing the Policies required under this Agreement and
evidence of the payment of all insurance premiums payable for the existing policy period.

(d) Encumbrances. Borrower shall have taken or caused to be taken such

actions in such a manner so that Lender has a valid and perfected first Lien as of the Closing
Date on the Collateral and Lender shall have received satisfactory evidence thereof.

(e) Lien Searches. Lender shall have obtained search results from a third
party search provider pertaining to Borrower and such other Persons as reasonably required
by Lender for state and federal tax liens, bankruptcy, judgment, litigation and state and local
UCC filings.

(f) Special Construction Conditions Precedent.

Lender shall have received the following, all in form and substance
satisfactory to Lender, in its reasonable discretion:

(A) within 180 days from the Effective Date, copies of

the Plans as approved by all the required Governmental Authorities, and the Work Schedule,
with Lender acknowledging that current Plans have been provided to Lender;

(B) within 180 days from the Effective Date,

(a) a written statement from Gardiner & Theobald, O+D Builders, or such
construction manager as selected by Borrower and reasonably approved by
Lender, to the effect that (i) the Completion Date is reasonable and that the
Plans and the Budget are feasible to complete the Project;

(b) a written statement from the Project’s Architect that the Project
complies with applicable zoning ordinances and regulations;

(c) a written statement from either the applicable utilities provider or

authority or a utilities consulting firm that all public utilities necessary for
the full utilization of the Project for their intended purposes are available at
or within the perimeter of the Property, or will be provided as part of the
Project;

(C) the Budget;

(D) copies of all Permits (and new building applications,

alteration applications or building notices, as the case may be), except for those Permits for

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which Lender, in Lender’s reasonable discretion, agrees that it would be premature,
including for Work that has not yet commenced;

(E) financial statements of Borrower that shall be

satisfactory to Lender;

(F) the fully executed Completion Guaranty;

(G) all authorizations, if any, required by any

Governmental Authority for the operation of the Project for the purposes contemplated by
the Plans and/or any completed portions of the Project (excluding those which cannot be
granted until the Project has been fully completed);

(H) a letter from Construction Manager in the form

annexed hereto as Exhibit A; and

(I) the fully executed Mortgage Escrow Agreement.

Section 4.3 Organizational Documents. Borrower shall have delivered to

Lender (a) certified copies of all Organizational Documents related to Borrower and
Borrower Members, which must be acceptable to Lender, in Lender’s reasonable discretion,
and (b) such other evidence of the formation, structure, existence and/or good standing of
Borrower and Borrower Members, including, without limitation, good standing or existence
certificates, resolutions authorizing the entering into of the Loan, the granting of the
Mortgage and incumbency certificates as may be requested by Lender.

Section 4.4 Opinions of Counsel. Lender shall have received opinions of

counsel with respect to (i) formation, existence and good standing of Borrower, (ii) due
execution, authority, and enforceability of the Loan Documents, (iii) that the Loan is in
compliance with the laws of the State of New York relating to the amount of interest to be
charged for a loan or forbearance of money, (iv) the Security Agreement creates a security
interest in the Collateral described in the Security Agreement in favor of Lender, and such
security interest will be perfected upon the filing of a financing statement, and (v) the
Mortgage creates a lien on the Mortgage Property in favor of Lender.

Section 4.5 Taxes. Borrower shall have paid all applicable Taxes
(including any in arrears) relating to the Project.

Section 4.6 Completion of Proceedings. All corporate and other

proceedings taken or to be taken in connection with the transactions contemplated by this
Agreement and other Loan Documents and all documents incidental thereto shall be
satisfactory in form and substance to Lender, and Lender shall have received all such
counterpart original or copies of such documents as Lender may reasonably request.

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 Section 4.7 Payments. All payments, deposits or escrows required to be
made or established by Borrower under this Agreement, the Note and the other Loan
Documents on or before the Closing Date shall have been paid.

Section 4.8 Transaction Costs. Except as otherwise expressly provided

herein, Borrower shall pay Lender for all out-of-pocket expenses actually incurred in
connection with the underwriting, negotiation, and closing of the Loan, including, without
limitation, title insurance premiums and other title company charges; registration, filing and
similar fees, taxes and charges; transfer, deed, stamp, mortgage recording or documentary
taxes or similar fees or charges; costs of third-party reports, including without limitation,
environmental studies, credit reports, appraisals, surveys; wire transfer charges; and all legal
fees and expenses charged by counsel to Lender, all as set forth and agreed to by the parties
in Schedule B. Borrower shall pay such expenses out of its own funds and not from proceeds
of the Loan.

Section 4.9 No Event of Default; No Material Adverse Change.

(a) There shall have been no material adverse change in the financial
condition of Borrower since the date of the most recent financial statements and/or other
information delivered to Lender. The income and expenses of the Project and all other
features of the transaction shall be as represented to Lender without material adverse change.

(b) Borrower shall not be the subject of any bankruptcy, reorganization,

or insolvency proceeding.

(c) No condemnation, adverse zoning or adverse usage change shall

have occurred or shall have been proposed with respect to the Project.

(d) No law, regulation, ordinance, moratorium, injunctive proceeding,

restriction, litigation, action, citation or similar proceeding or matter shall have been enacted,
adopted or threatened by any Governmental Authority, which would have, in Lender’s
judgment, a material adverse effect on Borrower or the Project.

Section 4.10 Minimum Equity Investment. Borrower shall have received

commitments for the equity reflected in the PPM and shall have made such equity
contributions in the Project as and when required pursuant to the Budget as set forth in the
PPM and the related construction timelines, which as of the date hereof totals
$105,859,679.50.

Section 4.11 Depository Account and Borrower Collateral Account.

Borrower shall have established the Depository Account and the Borrower Collateral
Account.

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 Section 4.12 Lender Fees. Lender shall have received, for its own account,
payment of the applicable portion of the Origination Fee relating to each Advance, which
Origination Fee shall not be paid from proceeds of the Loan.

Section 4.13 Mortgage Escrow Agreement. The parties agree to enter into
the Mortgage Escrow Agreement as of the date hereof pursuant to which the Mortgage will
not be recorded until an Event of Default occurs subject to applicable cure periods. The
Mortgage Escrow Agreement contains a guaranty pursuant to which an affiliate of Borrower
guaranties the payment of the Mortgage recording tax in New York upon certain events,
among other guaranties.

Section 4.14 Further Documents. Lender shall have received such other
and further approvals, opinions, documents and information as Lender may have reasonably
requested in form and substance reasonably satisfactory to Lender and Borrower.

ARTICLE V

CONDITIONS TO LENDER’S OBLIGATION TO

MAKE SUBSEQUENT DEPOSITS AND ADVANCES

Section 5.1 Conditions Precedent to Advances. Lender’s obligation to

make Subsequent Deposits into the Depository Account as Advances to Borrower under this
Agreement shall be subject to Lender’s reasonable satisfaction of the following conditions:

(a) Compliance with Article III. Borrower’s compliance with all of the
terms, provisions, covenants and conditions of Article III hereof;

(b) Satisfaction of Conditions Precedent. All conditions of Sections 4.1

(Representations and Warranties; Compliance with Conditions), 4.5 (Taxes), 4.7
(Payments), 4.8 (Transaction Costs), 4.9 (No Event of Default), and 4.12 (Lender Fees)
hereof shall remain satisfied, performed and unimpaired on and as of the date of each
Advance;

(c) No Default. There shall be no Default or Event of Default;

(d) Representations and Warranties. The representations and warranties

made in Article VI hereof shall be true and correct on and as of the date of the Advance with
the same effect as if made on such date, subject only to changes that do not or are not
reasonably likely to have material adverse effect on Borrower or the Project or the ability of
Borrower to perform its obligations under the Loan Documents, as determined by Lender in
Lender’s sole but reasonable discretion;

(e) No Material Damage. The Project shall not have been materially
damaged by fire or other casualty, unless Lender shall have received insurance proceeds
and/or Borrower has funds available that are sufficient to effectuate the satisfactory

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restoration of the Project and to permit the completion thereof on or before the Completion
Date; and

(f) Delivery of Requisition. Lender shall have received a Requisition in

accordance with Section 3.1.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as of the Closing Date that:

Section 6.1 Organization. Borrower (a) has been duly organized and is
validly existing and in good standing with requisite power and authority to own its properties
and to transact the businesses in which it is now engaged, (b) is duly qualified to do business
and is in good standing in each jurisdiction where it is required to be so qualified in
connection with its properties, businesses and operations, except where the failure to be so
qualified and in good standing would not have an adverse material effect on the Borrower,
(c) possesses all rights, licenses, permits and authorizations, governmental or otherwise,
necessary to entitle it to own its properties and to transact the businesses in which it is now
engaged, and the sole business of Borrower is the ownership, development and management
of the Project, and (d) has full power, authority and legal right to mortgage the Project
pursuant to the terms of the Loan Documents and has full power, authority and legal right
to keep and observe all of the terms of the Loan Documents to which it is a party. Borrower
represents and warrants that the schedule attached hereto as Exhibit B sets forth an accurate
listing of the direct owners of all of the equity interests in Borrower (the “Borrower
Members”).

Section 6.2 Status of Borrower. Borrower’s exact legal name is correctly

set forth on the first page of this Agreement, on the Mortgage, the Note and on any UCC-1
Financing Statements filed in connection with the Loan. Borrower is an organization of the
type specified on the first page of this Agreement. Borrower is organized under the laws of
the State of Delaware. Borrower’s principal place of business, and the place where Borrower
keeps its books and records, including recorded data of any kind or nature, regardless of the
medium of recording, including software, writings, plans, specifications and schematics, has
been for the preceding four (4) months (or, if less, the entire period of the existence of
Borrower) the address of Borrower set forth on the first page of this Agreement. Borrower’s
file number with the Delaware Secretary of State is 5056773.

Section 6.3 Validity of Documents. Borrower has taken all necessary

action to authorize the execution, delivery and performance of this Agreement and the other
Loan Documents. This Agreement and the other Loan Documents have been duly executed
and delivered by or on behalf of Borrower and constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with their respective

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terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of
creditors generally, and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 6.4 No Conflicts. The execution, delivery and performance of this

Agreement and the other Loan Documents by Borrower will not conflict with or result in a
breach of any of the material terms or provisions of, or constitute a default under, or result
in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the
Loan Documents) (i) upon any of the property or assets of Borrower, (ii) under Borrower’s
Organizational Documents, (iii) pursuant to the terms of any agreement or instrument to
which Borrower is a party or by which any of Borrower’s property or assets is subject, (iv)
nor will such action result in any violation of the provisions of any statute or any order, rule
or regulation of any Governmental Authority having jurisdiction over Borrower or any of
Borrower’s properties or assets, and any consent, approval, authorization, order, registration
or qualification of or with any Governmental Authority required for the execution, delivery
and performance by Borrower of this Agreement or any of the other Loan Documents has
been obtained and is in full force and effect.

Section 6.5 Litigation. To Borrower’s knowledge, there are no actions,

suits or proceedings at law or in equity by or before any Governmental Authority or other
agency now pending or, to Borrower’s knowledge, threatened against or affecting Borrower
or the Project, which actions, suits or proceedings, if determined against Borrower, are
reasonably likely to materially adversely affect the condition (financial or otherwise) or
business of Borrower or the condition, ownership or development of the Project, or which
involve the validity or enforceability of the Note, the Mortgage, or the Security Agreement,
or the priority of the Liens thereof, at law or in equity, or before or by any Governmental
Authority and, to Borrower’s knowledge, Borrower is not in default with respect to any
order, ruling or decree of any court, arbitration body, or Governmental Authority.

Section 6.6 Agreements. Borrower is not a party to any agreement or

instrument or subject to any restriction that would materially and adversely affect Borrower,
the Project, or the Mortgage Property, or Borrower’s business, properties or assets,
operations or condition, financial or otherwise. To Borrower’s knowledge, Borrower is not
in default in any material respect in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument to which
Borrower is a party or by which Borrower, the Project, or the Mortgage Property is bound.
Borrower has no material financial obligations under any agreement or instrument to which
Borrower is a party or by which Borrower, the Project, or the Mortgage Property is otherwise
bound, other than (a) obligations incurred in the ordinary course of the ownership, leasing
and operation of the Project and (b) obligations under the Loan Documents. Borrower is not
in material breach of, in default under, or in violation of any agreement or instrument to
which the Mortgage Property and Personal Property securing the Loan are subject, or of any
Legal Requirement or Permit applicable to the Property.

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 Section 6.7 Solvency. Borrower has (a) not entered into the transaction or
executed the Note, this Agreement or any other Loan Documents with the actual intent to
hinder, delay or defraud any creditor and (b) received reasonably equivalent value in
exchange for their obligations under such Loan Documents. No petition in bankruptcy has
been filed against Borrower in the last ten (10) years, and Borrower in the last ten (10) years
has not made an assignment for the benefit of creditors nor taken advantage of any Creditors
Rights Laws. Borrower is not contemplating either the filing of a petition by it under any
Creditors Rights Laws or the liquidation of all or a major portion of Borrower’s assets or
property, and Borrower has no knowledge of any Person contemplating the filing of any
such petition against Borrower. As of the Closing Date and as of the date of each Advance,
Borrower is solvent and has the ability to pay its obligations as they become due.

Section 6.8 Full and Accurate Disclosure. No material statement of fact

made by or on behalf of Borrower in this Agreement or in any of the other Loan Documents
or in any other document or certificate delivered by or on behalf of Borrower contains any
untrue statement of a material fact or omits to state any material fact necessary to make
statements contained herein or therein not misleading. There is no material fact presently
known to Borrower which has not been disclosed to Lender which adversely affects, nor as
far as Borrower can reasonably foresee, might adversely affect, the Project or the business,
operations or condition (financial or otherwise) of Borrower. Borrower and its legal counsel
have reviewed the PPM as to information relative to Borrower and the Project, and to their
knowledge, the PPM does not make any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading.

Section 6.9 Not a Foreign Person. Borrower is not a “foreign person”

within the meaning of §1445(f)(3) of the Internal Revenue Code.

Section 6.10 Business Purposes. The Loan is solely for the business
purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

Section 6.11 Compliance. To Borrower’s knowledge, Borrower and the

Project, and the use and operation of the Project, comply in all material respects with all
Legal Requirements, including, without limitation, building and zoning ordinances and
codes. To Borrower’s knowledge, Borrower is not in default or violation of any order, writ,
injunction, decree or demand of any Governmental Authority and Borrower has received no
written notice of any such default or violation. There has not been committed by Borrower
or, to Borrower’s knowledge, any other Person in occupancy of or involved with the
operation or use of the Project any act or omission affording any Governmental Authority
the right of forfeiture as against the Project or any part thereof or any monies paid in
performance of Borrower’s obligations under any of the Loan Documents.

Section 6.12 Loans. There are no loans except the Permitted Financing.

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 Section 6.13 Illegal Activity. No portion of the Project has been or shall be
purchased with proceeds of any illegal activity and no part of the proceeds of the Loan will
be used in connection with any illegal activity.

Section 6.14 Separate Tax and Zoning Lot. The Property constitutes a
distinct parcel for purposes of zoning and of taxes, assessments and impositions (public or
private) and is not otherwise considered as part of a larger single lot that includes property
other than the Property for purposes of zoning or of taxes, assessments or impositions (public
or private).

Section 6.15 Federal Reserve Regulations. Borrower shall use the

proceeds of the Loan for the purposes set forth in Section 2.1 hereof and not for any illegal
activity. No part of the proceeds of the Loan will be used for the purpose of purchasing or
acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System or for any other purpose which would be inconsistent with
such Regulation U or any other Regulations of such Board of Governors, or for any purposes
prohibited by Legal Requirements or prohibited by the terms and conditions of this
Agreement or the other Loan Documents.

Section 6.16 Investment Company Act. Borrower is not (a) an

“investment company” or a company “controlled” by an “investment company” within the
meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or
a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding
company” or a “subsidiary company” within the meaning of the Public Utility Holding
Company Act of 1935, as amended; or (c) subject to any other federal or state law or
regulation which purports to restrict or regulate its ability to borrow money.

Section 6.17 Special Purpose Entity. Borrower meets all of the

requirements of Article X hereof as of the Closing Date.

Section 6.18 Intellectual Property. All trademarks, trade names and

service marks necessary to the business of Borrower as presently conducted or as Borrower
contemplates conducting Borrower’s business are in good standing and, to the extent of
Borrower’s actual knowledge, uncontested. To Borrower’s knowledge, Borrower has not
infringed, is not infringing, and has not received notice of infringement with respect to
asserted trademarks, trade names and service marks of others. To Borrower’s knowledge,
there is no infringement by others of trademarks, trade names and service marks of
Borrower. Borrower owns or has valid licenses for all intellectual property that it needs in
order to conduct its business and to complete the Project. Except for intellectual property to
be licensed by the Manager, if any, and its Affiliates pursuant to any Management
Agreement, if any, and any license agreements related thereto, Borrower owns or has valid
licenses for all intellectual property that it needs in order to conduct its business and to
complete the Project.

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 Section 6.19 Embargoed Person. To Borrower’s knowledge, as of the date
hereof and at all times throughout the term of the Loan, including after giving effect to any
transfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or
other assets of Borrower constitute property of, or are beneficially owned, directly or
indirectly, by any person, entity or government subject to trade restrictions under U.S. law,
including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
§§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
executive orders or regulations promulgated thereunder (“Embargoed Person”) with the
result that the investment in Borrower (whether directly or indirectly), is prohibited by law
or the Loan made by Lender is in violation of law; (b) no Embargoed Person has any interest
of any nature whatsoever in Borrower with the result that the investment in Borrower
(whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and
(c) none of the funds of Borrower have been derived from any unlawful activity with the
result that the investment in Borrower (whether directly or indirectly), is prohibited by law
or the Loan is in violation of law it being understood that any funds from Lender shall be
Lender's responsibility to confirm any such information or representations set forth in this
section above.

Section 6.20 Patriot Act. All capitalized words and phrases and all defined
terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in
other statutes and all orders, rules and regulations of the United States government and its
various executive departments, agencies and offices related to the subject matter of the
Patriot Act, including Executive Order 13224 effective September 24, 2001 (collectively
referred to in this Section only as the “Patriot Act”) and are incorporated into this Section.
Borrower hereby represents and warrants that Borrower and Borrower Members are: (i) not
a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224
and all modifications thereto or thereof (as used in this Section only, the “Annex”); (ii) in
full compliance with the requirements of the Patriot Act and all other requirements contained
in the rules and regulations of OFAC; (iii) operated under policies, procedures and practices,
if any, that are in compliance with the Patriot Act and available to Lender for Lender’s
review and inspection during normal business hours and upon reasonable prior notice; (iv)
not in receipt of any notice from the Secretary of State or the Attorney General of the United
States or any other department, agency, or office of the United States claiming a violation
or possible violation of the Patriot Act; (v) not listed as a Specially Designated Terrorist or
as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or
any other list of terrorists or terrorist organizations maintained pursuant to any of the rules
and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of
terrorists or terrorist organizations maintained pursuant to the Patriot Act; (vi) not a person
who has been determined by competent authority to be subject to any of the prohibitions
contained in the Patriot Act; and (vii) not owned or controlled by or now acting and or will
in the future act for or on behalf of any person named in the Annex or any other list
promulgated under the Patriot Act or any other person who has been determined to be subject
to the prohibitions contained in the Patriot Act. Borrower covenants and agrees that in the

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event Borrower receives any notice from a Governmental Authority that Borrower (or any
of Borrower Members) become listed on the Annex or any other list promulgated under the
Patriot Act or is indicted, arraigned, or custodially detained on charges involving money
laundering or predicate crimes to money laundering, Borrower shall immediately notify
Lender. It shall be an Event of Default hereunder if Borrower becomes listed on any list
promulgated under the Patriot Act or is indicted, arraigned or custodially detained on charges
involving money laundering or predicate crimes to money laundering. It being understood
that any funds from Lender shall be Lender’s responsibility to confirm any such information
or representations set forth in this section above.

Section 6.21 No Contractual Obligations. Other than the Loan

Documents, the Borrower Operating Agreement and other agreements in the normal course
involving the development, operations and construction of the Project (including without
limitation the Management Agreement, if any), as of the date of this Agreement, Borrower
is not subject to any Contractual Obligations that might materially and adversely affect the
Project or the business operations or the financial condition of Borrower, nor has Borrower
incurred any Indebtedness (other than the Loan or any Permitted Financing).

Section 6.22 Members of Borrower. One hundred percent (100%) of the

membership interests in Borrower are owned by Borrower Members set forth in Exhibit B.

Section 6.23 Survival. Borrower acknowledges and agrees that, unless

expressly provided otherwise, all of the representations and warranties of Borrower set forth
in this Agreement and in the other Loan Documents shall survive for so long as any portion
of the Debt remains owing to Lender and shall thereafter terminate. All representations,
warranties, covenants and agreements made in this Agreement or in the other Loan
Documents by Borrower shall be deemed to have been relied upon by Lender
notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

Section 6.24 Plans. The preliminary Plans are satisfactory to Borrower and
the Plans have been or will be approved by all applicable Governmental Authorities by the
Effective Date (or the time period set forth in Section 4.2(f)) and the Plans so approved will
be initialed by Borrower and the Construction Manager or a qualified contractor or
construction manager selected by the Borrower for any Work not included in the contract
with the Construction Manager; all Work, if any, heretofore performed has been performed
within the perimeter of the Property and in accordance with the Plans and in accordance
with all Legal Requirements in all material respects and any restrictive covenants applicable
thereto and such Work has been fully paid for by Borrower using Borrower’s own funds;
and, to Borrower’s knowledge, there are no Defects in the Project, no violation of any Legal
Requirements exists with respect thereto and, to the knowledge of Borrower, the anticipated
use of the Project complies with all Legal Requirements and restrictive covenants affecting
the Property.

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 Section 6.25 Permits. Borrower has or shall obtain and maintain all
material Permits including, but not limited to, where appropriate and obtainable, a building
permit and all required environmental permits, all of which are, as of the date hereof, in full
force and effect and not, to the knowledge of Borrower, subject to any revocation,
amendment, release, suspension, forfeiture or the like; the present and/or contemplated use
and/or occupancy of the Property does not conflict with or violate any such Permit and
Borrower has delivered to Lender, prior to the execution of this Agreement, duplicate
originals or officially certified copies of all such Permits.

Section 6.26 Utility Services. To Borrower’s knowledge all utility services

necessary for the construction of the Project and the operation thereof for their intended
purposes are or will be available at the boundaries of the Property, including, without
limitation, water supply, storm (or leaching) and sanitary sewer facilities, gas and/or electric
and telephone facilities.

Section 6.27 Leases. As of the date hereof, there are no Leases pursuant to
which any Person other than Borrower has any right, title or interest in the Property and the
only Person entitled to the occupancy of the Property is Borrower other than as may be
established or required by the Manager, if any.

Section 6.28 Tax Returns. Borrower (i) has filed all tax returns which
Borrower is required to file, and (ii) is not in default in the payment of any taxes levied or
assessed against Borrower or any of Borrower’s assets.

Lender represents and warrants to Borrower as of the Closing Date that:

Section 6.29 Organization. Lender (a) has been duly organized and is
validly existing and in good standing with requisite power and authority to own its properties
and to transact the businesses in which it is now engaged, (b) is duly qualified to do business
and is in good standing in each jurisdiction where it is required to be so qualified in
connection with its properties, businesses and operations, except where the failure to be so
qualified and in good standing would not have a material adverse effect on Lender, (c)
possesses all rights, licenses, permits and authorizations, governmental or otherwise,
necessary to entitle it to own its properties and to transact the businesses in which it is now
engaged, and (d) has full power, authority and legal right to enter into the Loan Documents
and has full power, authority and legal right to keep and observe all of the terms of the Loan
Documents to which it is a party.

Section 6.30 Status of Lender. Lender’s exact legal name is correctly set
forth on the first page of this Agreement. Lender is an organization of the type specified on
the first page of this Agreement. Lender is organized under the laws of the State of
Washington. Lender’s principal place of business is the address of Lender set forth on the
first page of this Agreement, or at such other address as Lender may notify Borrower in
writing in accordance with Section 15.1.

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 Section 6.31 Validity of Documents. Lender has taken all necessary action
to authorize the execution, delivery and performance of this Agreement and the other Loan
Documents. This Agreement and the other Loan Documents have been duly executed and
delivered by or on behalf of Lender and constitute the legal, valid and binding obligations
of Lender enforceable against Lender in accordance with their respective terms, subject only
to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally,
and subject, as to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).

Section 6.32 No Conflicts. The execution, delivery and performance of this

Agreement and the other Loan Documents by Lender will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under the terms of any
agreement or instrument to which Lender is a party or by which any of Lender’s property or
assets is subject, nor will such action result in any violation of the provisions of any statute
or any order, rule or regulation of any Governmental Authority having jurisdiction over
Lender or any of Lender’s properties or assets, and any consent, approval, authorization,
order, registration or qualification of or with any Governmental Authority required for the
execution, delivery and performance by Lender of this Agreement or any of the other Loan
Documents has been obtained and is in full force and effect.

Section 6.33 Litigation. To Lender’s knowledge, there are no actions, suits

or proceedings at law or in equity by or before any Governmental Authority or other agency
now pending or, to Lender’s knowledge, threatened against or affecting Lender, which
actions, suits or proceedings, if determined against Lender, are reasonably likely to
materially adversely affect the condition (financial or otherwise) or business of Lender at
law or in equity, or before or by any Governmental Authority and, to Lender’s knowledge,
Lender is not in default with respect to any order, ruling or decree of any court, arbitration
body, or Governmental Authority.

Section 6.34 Agreements. Lender is not a party to any agreement or

instrument or subject to any restriction that would materially and adversely affect Lender,
or Lender’s business, properties or assets, operations or condition, financial or otherwise. To
Lender’s knowledge, Lender is not in default in any material respect in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which Lender is a party or by which Lender is bound. Lender
has no material financial obligations under any agreement or instrument to which Lender is
a party or by which Lender is otherwise bound.

Section 6.35 No Contractual Obligations. Other than the Loan

Documents, the Lender Limited Partnership Agreement and other agreements directly
related to the construction of the Project, as of the date of this Agreement, Lender is not
subject to any Contractual Obligations that might materially and adversely affect the Loan
or the business operations or the financial condition of Lender.

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 ARTICLE VII

SPECIAL CONSTRUCTION CONDITIONS

Section 7.1 Advance not as Waiver. No Advance shall constitute an

approval or acceptance by Lender of the Work theretofore done or a waiver of any of the
conditions of Lender’s obligation to make further Advances, nor, in the event Borrower is
unable to satisfy any such condition, shall any such failure to insist upon strict compliance
have the effect of precluding Lender from thereafter refusing to release an Advance and/or
declaring such inability to be an Event of Default as hereinbefore provided.

Section 7.2 Proceedings. All proceedings taken in connection with the

transactions provided for herein, all surveys, appraisals, opinions, instruments, agreements
and other documents required or contemplated by this Agreement or any of the other Loan
Documents and the Persons responsible for the execution and preparation thereof, the
Construction Manager, all sureties, insurers and the form of the Construction Manager
Agreement and all leases, bonds, guaranties and policies of insurance shall be made in each
instance satisfactory to Lender, both as to form and substance, in their reasonable discretion.
Provided however nothing shall prevent Borrower from entering into leases related to
operations of retail, event space, food and beverage or other similar Project operations and
nothing shall prevent Borrower from entering into a master lease for the purposes of the
historic tax credits described in Section 19.1 hereto. It is the express obligation of the
Borrower under this Agreement to lease, or cause to be subleased, any and all retail, event-
space, food-and-beverage, or other similar spaces of the Project to one or more affiliates of
the Borrower. The Borrower hereby represents, warrants, and covenants that all such leases
and subleases will be on commercially reasonable terms, and that all rents will be not less
than the then prevailing market terms.

Section 7.3 Intended Beneficiaries. All conditions of the obligations of

Lender to release Advances hereunder are imposed solely and exclusively for the benefit of
Lender and Lender’s successors and assigns and no other Person shall have standing to
require satisfaction of such conditions in accordance with their terms or be entitled to assume
that Lender shall refuse to release Advances in the absence of strict compliance with any or
all thereof and no other Person shall, under any circumstances, be deemed to be the
beneficiary of such conditions, any or all of which may be freely waived in whole or in part
by Lender at any time if, in Lender’s reasonable discretion, Lender deems it advisable to do
so.

Section 7.4 Fees. Any amounts due by Borrower under this Section, if not
paid by Borrower when due after all applicable cure periods, may be advanced, after prior
written notice to, but without authorization by Borrower, by Lender, and all such amounts
advanced shall be deemed advanced to Borrower and shall be secured by the Mortgage as
evidenced by the Note, subject to any negotiated settlement or judgment obtained by
Borrower. Without limitation of the generality of the foregoing, Borrower shall pay:

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 (a) the Origination Fee due with respect to the Advance being made
(which cannot be paid from proceeds from the Loan);

(b) all taxes, filing and recording expenses, including mortgage

recording taxes related to the recordation of the Mortgage in the City Register, stamp taxes
and notarial fees associated thereto, if any;

(c) the fees and commissions lawfully due to brokers in connection with
the Loan, if any (which cannot be paid from proceeds from the Loan);

(d) all title insurance charges and premiums;

(e) all document and stamp taxes, including, but not limited to any
mortgage cancellation expenses;

(f) all UCC searches and costs associated with the filing of the UCC-1
Financing Statements and the Fixture Filing;

(g) all insurance premiums in connection with the insurance policies

required by this Agreement and/or the Mortgage;

(h) all costs of surveying the Property;

(i) the costs of preparing appraisals and environmental site assessments

(including, without limitation, the Environmental Report);

(j) the costs of any environmental remediation required to be performed

at, in, on, under or about the Property;

(k) all wire transfer fees; and

(l) reasonable Lender’s counsel fees in connection with the Loan (which
cannot be paid from proceeds from the Loan).

Section 7.5 Payment of Interest. Borrower shall have an obligation to pay

interest on the outstanding principal amount of the Loan in accordance with the terms of the
Note once Advances are made to Borrower. Principal shall not be deemed outstanding until
such time as it has been Deposited into the Depository Account pursuant to a Requisition by
the Borrower.

Section 7.6 Borrower Acknowledgments. Borrower acknowledges and

agrees that:

(a) Borrower shall be solely responsible for and shall rely solely on
Borrower’s own judgment with respect to all matters relating to the Loan, the Work or the

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Project, including, without limitation: the conduct of Borrower and Borrower’s agents and
employees; the quality, adequacy and suitability of the Plans and any Change Orders and
any work or materials furnished or to be furnished in connection with the Project; the skill,
qualifications and performance of architects, contractors, subcontractors and suppliers; the
feasibility of the Project and the sufficiency of budgets, cost projections and insurance; the
supervision, status and progress of the Work and compliance by Borrower with the
requirements of this Agreement with respect to the Work; and the accuracy and
completeness of all Requisitions;

(b) Lender does not assume any responsibility to Borrower or any other
Person to review inspections of the Work made by or on behalf of Lender, and acceptance,
approval or review by Lender of any documents, information, conditions or performance or
any other action by Lender under any of the Loan Documents, are for purposes of
administration of the Loan only and for the sole protection of Lender, and shall not constitute
a representation or warranty by Lender to Borrower or any other Person or be relied upon
by Borrower or any other Person for any other purpose; and

(c) Lender shall have no responsibility or liability for any delays in

releasing any Advance caused by any inspection of the Work or review of documents,
information, conditions or performance or any other action by Lender or, Lender’s agents in
connection with any Requisition or Change Order or the administration of the Loan, unless
resulting solely from Lender’s negligence or willful misconduct and provided further that
Advances are made within the time period set forth in Section 3.1 (Requisitions).

Section 7.7 Willful Default by Lender. In the event, and only in the
event, Lender improperly refuses to release Advances hereunder, after Borrower has
provided Lender with written notice of the breach hereunder and provided Lender with a ten
(10) day cure period, Borrower shall have the option to suspend the obligation of Borrower
under this Agreement to complete the Work until Borrower receives the Advances hereunder
to which it is entitled pursuant to the terms and provisions hereof. Upon the cure and full
satisfaction of Lender's default under this Section for failure to provide an Advance as
required by this Agreement, Borrower shall resume the obligation to complete the Work.
Notwithstanding the above, Borrower shall have all rights contemplated under this
Agreement and applicable laws in the event of Lender’s failure to fund. Any default by
Lender to make Advances shall not affect the validity of any security interests in the
Collateral under any of the Loan Documents.

ARTICLE VIII

LINE ITEMS; IN BALANCE

Section 8.1 Estimate of Costs. Prior to the first Advance, Borrower shall
have provided to Lender and Lender shall have approved a Budget for the Loan, which

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the parties agree shall be deemed approved if the Budget is the same Budget set forth in
Section 6.1 of the EB-5 Business Plan, attached as an exhibit to the PPM.

Section 8.2 Identity of Interest. If there is an “identity of interest”

between Borrower and any contractor or subcontractor, any contract or subcontract between
parties having such “identity of interest” shall be regarded solely as an estimate for the
purpose of this Section. There shall be deemed to be an “identity of interest” if Borrower
acts as a contractor in Borrower’s own name or through a separate entity in which Borrower
or any entity related to Borrower has a significant interest or control.

Section 8.3 Contingency. Borrower hereby acknowledges and agrees that

(i) the Budget shall include a line item designated as the project wide contingency (the
“Contingency”); (ii) the Contingency represents an amount necessary to provide (a) the
Borrower with the ability to apply funds to various items within the Budget as it may
reasonably determine and (b) assurances to Lender that if additional costs related to the
Project are incurred, or unanticipated events or problems occur, Borrower shall, nonetheless,
be able to keep the Loan “in balance” as required by this Agreement; and (iii) Lender may,
in Lender’s reasonable discretion, if an Event of Default has occurred and is continuing,
allocate portions of the Contingency for the purposes for which it has been set aside, or for
any Project Costs as Lender may determine (although Lender shall have no obligation
whatsoever to make any such allocation).

Section 8.4 In Balance.

(a) The Loan shall at all times be in balance. The Loan shall be “in
balance” only at such time and from time to time as Lender may determine, in Lender’s
reasonable discretion, that (a) the undisbursed portion of the Loan together with other capital
courses identified in the Sources of Funds section of the PPM in the Budget, as amended
from time to time, is sufficient to complete each such line item; provided, however, that to
the extent Borrower realizes any cost savings on any line item, Borrower may reallocate
such savings to the Contingency, or in Lender’s reasonable discretion, other Budget line
items; and (b) the then undisbursed portion of the Loan, less an amount equal to the
Contingency, together with any proceeds from rents, equals or exceeds the amount necessary
to pay for all Work done and not previously paid for or remaining to be done in accordance
with the Plans. Borrow and Lender acknowledge that Borrower will contribute or cause to
be contributed equity to the Project throughout the term of the Loan, which will affect the
balance of the Loan as set forth above.

(b) If at any time the Loan shall be out of balance, then, in addition to
any other terms and provisions contained in this Agreement, Lender shall be entitled to, upon
prior notice to Borrower, withhold release of Advances (or portions thereof) pursuant to this
Agreement until such Loan imbalance is corrected.

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 ARTICLE IX

COVENANTS

From the date hereof and until repayment of the Debt in full and performance
in full of all obligations of Borrower under the Loan Documents or the earlier release of the
Lien of the Mortgage (and all related obligations) in accordance with the terms of this
Agreement and the other Loan Documents, Borrower hereby covenants and agrees with
Lender that:

Section 9.1 Existence; Compliance With Legal Requirements.

Borrower shall do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its existence, rights, licenses, permits and franchises and comply in all
material respects with all Legal Requirements applicable to Borrower and the Project. Upon
issuance of a certificate or permit of use and occupancy for the Project, Borrower shall
continue to keep same in full force and effect.

Section 9.2 Maintenance and Use of Property. Borrower shall maintain

the Property in a good and safe condition. Following completion of the Work, the
improvements and the personal property with respect to the Property shall not be removed,
demolished or materially altered without the written consent of Lender, which shall not be
unreasonably withheld, other than in accordance with a third-party Management Agreement,
if any. Notwithstanding the forgoing, nothing shall prevent the Manager, either a third-party
manager or an affiliate to Borrower, from replacing personal property and fixtures due to
ordinary wear and tear.

Section 9.3 Waste. Borrower shall not commit or suffer any material
waste of the Property or the Collateral, or make any change in the use of the Property which
shall in any way invalidate or give cause for cancellation of any Policy. Borrower shall not,
without the prior written consent of Lender, which consent shall not be unreasonably
withheld, permit any drilling or exploration for or extraction, removal, or production of any
minerals from the surface or the subsurface of the Project, regardless of the depth thereof or
the method of mining or extraction thereof, except as may be required by law or in
accordance with the orders of any Governmental Authorities having jurisdiction thereof.

Section 9.4 Taxes.

(a) Borrower shall pay (or cause to be paid) all Taxes now or hereafter
levied or assessed or imposed against the Property or the Collateral, or any part thereof as
the same become due and payable. Upon request by Lender, Borrower shall furnish to
Lender receipts for the payment of the Taxes prior to the date the same shall become
delinquent. Borrower shall not suffer and shall promptly pay (or cause to be paid) and
discharge any Lien or charge whatsoever which may be or become a Lien or charge against

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the Property or the Collateral securing obligations legally due from Borrower, and shall
promptly pay (or cause to be paid) for all utility services provided to the Property.

(b) In addition to the obligations set forth in the Mortgage Escrow and
Guaranty, Borrower shall pay or bond so as to remove as a Lien of record, from time to time
when the same shall become due, all lawful claims and demands of mechanics, material-
men, laborers, and others which, if unpaid, might result in, or permit the creation of, a Lien
on the Project or the Collateral or any part thereof, or on the revenues, rents, issues, income
and profits arising therefrom and in general will do or cause to be done everything necessary
so that the Liens of the Mortgage shall be fully preserved, at the sole cost and expense of
Borrower and without expense to Lender.

(c) Borrower shall not file or be part of a consolidated income tax return
with any other Person, other than a wholly-owned Subsidiary

Section 9.5 Litigation. Borrower shall give prompt written notice to

Lender of any litigation or governmental proceedings pending or threatened in writing
against Borrower which in the reasonable judgment of Borrower might materially adversely
affect Borrower’s condition (financial or otherwise) or business or the Project to which
Borrower has knowledge.

Section 9.6 Access to the Property. Subject to any third party

Management Agreement, if any, Borrower shall, upon reasonable notice (except in the event
of an emergency, in which case no notice is necessary) during business hours, permit Lender,
and its representatives to enter upon the Property, inspect the Project and all materials to be
used in connection with the Work and to examine the Plans (which are to be kept at the
construction site) and shall cooperate, and cause the Construction Manager to cooperate,
with Lender to review the property.

Section 9.7 Cooperate in Legal Proceedings. Borrower shall cooperate

fully with Lender with respect to any proceedings before any court, board or other
Governmental Authority which may in any way affect the rights of Lender hereunder or any
rights obtained by Lender under any of the other Loan Documents and, in connection
therewith, permit Lender, at Lender’s sole election, to participate in any such proceedings.

Section 9.8 Additional Collateral; Hotel Net Cash Flows. The

Borrower shall deposit 100% of all of Borrower's Net Cash Flows (which "Net Cash Flows"
shall be defined as cash flows received by Borrower from the operations of the hotel, net of
(i) Project expenses which include, without limitation, a management fee for the Manager
(subject to the Lender’s approval if the Manager is not an independent third party; provided,
however, that Two Bridges Hotel Management, LLC is deemed approved and shall be paid
a management fee equal to three percent (3%) of gross revenue for each operating year), and
Tax Credit Payments as defined in Section 19.1, (ii) reserves for capital improvements,
interest, taxes, operations and other customary hotel reserves (including without limitation

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any reserves required by a third party Manager), and (iii) debt payments) into a separate
Borrower account (the "Borrower Collateral Account"), reserved for the Lender for
repayment of the Loan upon the occurrence and during the continuation of an Event of
Default, subject to a customary deposit account control agreement entered into between
Lender and Borrower prior to the First Deposit. Borrower shall have the right to make
withdrawals from the Borrower Collateral Account solely related to bona fide costs and
expenses for the operation and ownership of the hotel and other bona fide costs and expenses
incurred by Borrower including without limitation accounting, legal, insurance, marketing,
financing, branding, taxes, debt service, corporate maintenance, capital reserves and capital
requirements related to the hotel. The Parties acknowledge and agree that Lender may only
provide notice to the depositary bank to switch control of the Borrower Collateral Account
to the Lender upon the occurrence and during the continuation of an Event of Default under
this Agreement and that Borrower shall retain full control of the account until such Event of
Default, provided however, the Borrower may only have the right to make withdrawals from
the Borrower Collateral Account solely related to bona fide costs and expenses as detailed
above in this Section. The deposit account control agreement and Lender's rights to the
Borrower Collateral Account shall terminate and be released upon repayment in full of the
Loan and all related interest. The "Net Cash Flows" as set forth above in this Section that
are received from any third-party Manager by Borrower will be deposited by Borrower into
the Borrower Collateral Account within thirty (30) days of receipt by Borrower.

Section 9.9 Awards; Insurance Proceeds. In the event Lender has

suffered a loss due to a breach of this Agreement that remains uncured by Borrower, then
Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or
Insurance Proceeds lawfully or equitably payable in connection with the Project in
accordance with the terms and provisions of the Loan Documents. Notwithstanding the
foregoing to the contrary, any Awards or Insurance Proceeds shall be subject to the relevant
provisions of a third party Management Agreement, if any.

Section 9.10 Records; Financial Statements; Construction Reports.

(a) Borrower will keep adequate records and books of account and
will permit Lender, by its agents, accountants and attorneys, to examine Borrower’s
records, books of account, and to discuss Borrower’s affairs, finances and accounts with
the designated representatives of Borrower, at such reasonable times as may be requested
by Lender in writing. Lender shall have the right to share any information obtained
thereby with its auditors in the ongoing course of its ownership of the Loan.

(b) Borrower will at its own cost and expense deliver to Lender with
reasonable promptness, but in no event more than one hundred fifty (150) days after the
close of its fiscal year, an annual reviewed and unaudited financial statement for the prior
fiscal year, which financial statement must be reviewed by an independent certified public
accountant in accordance with GAAP consistently applied. Borrower will deliver to
Lender such other financial information with respect to Borrower as Lender may

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reasonably request and Borrower may agree to deliver from time to time. Borrower shall
promptly deliver to Lender all job creating and other information, to the extent in
Borrower's possession (and to the extent not in Borrower's possession, Borrower shall use
commercially reasonable efforts to obtain such information from third-parties), that Lender
may reasonably require in order to confirm the Project’s compliance with then existing
immigration rules and USCIS policy memoranda relating to the EB-5 Program. All financial
statements of Borrower shall be accompanied by the certificate of Borrower dated within
five (5) days of the delivery of such statements to Lender, stating that it knows of no
Event of Default (nor of any default which after notice or lapse of time or both would
constitute an Event of Default) that has occurred and is continuing, or, if any such Event
of Default has occurred and is continuing, specifying what action Borrower has taken or
proposes to take with respect thereto, and, except as otherwise specified, stating that
Borrower has fulfilled all of its obligations under the Loan Documents which are required
to be fulfilled on or prior to the date of such certificate.

(c) Within 60 days after the end of each calendar quarter, Borrower
shall provide Lender with a written progress report on the construction of the Project.
Lender is authorized to provide summaries of the financial statements and construction
progress reports referenced in this Section to immigrant investors who invested in Lender
through the PPM.

Section 9.11 Estoppel Statement. After request by either Lender or

Borrower, the other party shall within ten (10) Business Days furnish the requesting party
with a statement, duly acknowledged and certified, setting forth (i) the amount of the original
principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal
amount of the Note, (iv) the date installments of interest were last paid, (v) any offsets or
defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the
Mortgage and the other Loan Documents are valid, legal and binding obligations and have
not been modified or if modified, giving particulars of such modification.

Section 9.12 Management of Project. Borrower may self-manage the

Project and may sub-contact some or all of the management services for the Project to one
or more reputable and experienced firms, which shall be determined in Borrower's
reasonable discretion. Borrower may not enter into a Management Agreement without the
prior written consent of Lender, which consent will not be unreasonably withheld. The
parties hereto agree that ACE Hotel Management or any similar hotel management company
with experience managing at least one other boutique hotel in New York City and at least
four boutique hotels in total (an “Approved Manager”) will be deemed acceptable and shall
not require prior written consent of Lender. Further any Management Agreement with any
Approved Manager shall not require approval of the Lender provided it is customary for the
industry (including the requirement to keep FF&E reserves) and does not exceed a 3.5%
management fee. Borrower will provide written notice to Lender of any Management
Agreement with an Approved Manager within ten (10) business days of entering into the
Management. The parties acknowledge and agree that the hotel and this Agreement will be

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subject to a Subordination and Non-Disturbance Agreement (SNDA) containing standard
terms and conditions from any third party Manager and Borrower shall provide such SNDA
to Lender, provided that such SNDA shall not prevent or unduly restrict (i) foreclosure on
the Collateral in accordance with the terms of this Agreement and the Loan Documents, or
(ii) enforcement of material terms of this Agreement and the Loan Documents; provided,
however, the requirement to retain the then-current Manager under the terms of the then
current Management Agreement shall not be deemed to unduly restrict or prevent
foreclosure as long as the then-current Manager is a third party and not an affiliate of the
Borrower.

Section 9.13 Liens. Subject to Permitted Liens, Borrower shall not, without
the prior written consent of Lender, create, incur, assume or suffer to exist any Lien on any
portion of the Property or the Collateral, or permit any such action to be taken, other than
the Mortgage or in connection with any Permitted Financing. Neither Borrower nor any
other Person shall take any action that would impair the Lien created under this Agreement,
the Mortgage or any other Loan Document, except in connection with any Permitted
Financing.

Section 9.14 Debt Cancellation. Borrower shall not cancel or otherwise

forgive or release any claim or debt owed to Borrower by any Person, except for adequate
consideration and in the ordinary course of Borrower’s business, other than rent abatements
or concessions in the ordinary course of business.

Section 9.15 Zoning. Borrower shall not initiate or consent to any zoning
reclassification of any portion of the Project or seek any variance under any existing zoning
ordinance or use or permit the use of any portion of the Project in any manner that could
result in such use becoming a non-conforming use under any zoning ordinance or any other
applicable land use law, rule or regulation, without the prior consent of Lender or except as
permitted or contemplated by the Plans.

Section 9.16 Reciprocal Easement Agreement. Borrower shall not enter

into any reciprocal easement agreement after the date hereof without Lender’s prior written
consent, provided however, that Borrower shall have the right to amend such agreement and
Lender's prior written consent shall only be required for amendment that will have a material
adverse effect on Borrower or the Project or Lender’s security interest therein.

Section 9.17 Notices. Borrower shall give notice, or cause notice to be

given, to Lender promptly upon the occurrence, or the receipt of notice, of:

(a) any default or event of default under any Contractual Obligation of

Borrower, that to the knowledge of Borrower, could reasonably be expected to have a
material adverse effect on Borrower, the ability of Borrower to perform Borrower’s
obligations under the Loan Documents or the rights and remedies of Lender under the Loan
Documents;

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 (b) any litigation or proceeding affecting Borrower or the Project that
would have a material adverse effect on either (i) the Project or (ii) Borrower’s ability to
perform its obligations under the Loan Documents; or

(c) a change in the business, operations or financial or other condition

or prospects of Borrower, which could reasonably be expected to have a material adverse
effect on Borrower, the ability of Borrower to perform Borrower’s obligations under the
Loan Documents or the rights and remedies of Lender under the Loan Documents.

Section 9.18 Curing. Lender shall have the right, but shall not have the
obligation, after Borrower’s cure periods, to exercise Borrower’s rights to satisfy any Liens,
claims or judgments against the Project. Borrower shall reimburse Lender on demand for
any and all actual out-of-pocket costs incurred by Lender in connection with satisfying any
Liens, claims or judgments against the Project following any final adjudicated ruling from a
court of competent jurisdiction that Borrower failed to cure an Event of Default subject to
any cure periods.

Section 9.19 Limitation on Securities Issuances. Borrower shall not issue

any membership interests or other securities, other than those that have been issued as of the
Closing Date without the prior written consent of Lender, except as expressly permitted
hereunder and provided further that Borrower may issue securities in order to raise equity
capital after termination or conclusion of the Offering Period as defined in the PPM.

Section 9.20 Limitations on Distributions. Until the Loan is repaid in full,

Borrower shall not make any distributions to Borrower Members or any other Person.

Section 9.21 Contractual Obligations. Other than the Loan Documents,

the Borrower Operating Agreement and other agreements in the normal course involving
the development, operations and construction of the Project (to the extent entered into in
accordance with the terms and provisions hereof and the other Loan Documents, including,
but not limited to the Management Agreement, if any,), neither Borrower nor any of
Borrower’s assets shall be subject to any Contractual Obligations that might materially and
adversely affect the Loan, the Collateral, or the business operations or the financial condition
of Lender. Provided however nothing shall prevent Borrower from entering into leases
related to operations of retail, event space, food and beverage or other similar Project
operations and nothing shall prevent Borrower from entering into a master lease for the
purposes of the historic tax credits described in Section 19.1 hereto. It is the express
obligation of the Borrower under this Agreement to lease, or cause to be subleased, any and
all retail, event-space, food-and-beverage, or other similar spaces of the Project to one or
more affiliates of the Borrower. The Borrower hereby represents, warrants, and covenants
that all such leases and subleases will be on commercially reasonable terms, and that all rents
will be not less than the then prevailing market terms. Lender and Borrower acknowledge
that the Borrower will enter into a Subordination, Non-Disturbance and Attornment

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Agreement substantially in the form set forth in Schedule C hereto in connection with the
historic tax credits.

Section 9.22 Financing. Except for the Permitted Financing, Borrower

shall not be permitted to place any subordinate or superior financing on the Project without
Lender’s prior written approval and the execution of an intercreditor agreement in form and
substance satisfactory to Lender in all respects.

Section 9.23 Additional Indebtedness. Except for the Permitted

Financing, Borrower shall not incur additional Indebtedness during the term of the Loan
without the prior written consent of Lender, which consent may be withheld by Lender in
their sole and absolute discretion.

Section 9.24 Completion of the Work. Borrower shall cause the Work to
be prosecuted with diligence and continuity in a good, workmanlike manner so as to
complete the Work in accordance with the Plans and all Legal Requirements on or before
the Completion Date, with time being of the essence. The Project shall be completed free
and clear of liens and claims for liens for materials supplied and for labor or services
performed in connection with the Work or otherwise, except for liens and claims for liens
that are resolved or removed within 90 days from filing.

Section 9.25 Loan Proceeds; Advances.

(a) Other than repayment of Permitted Bridge Financing, which

Borrower shall use the proceeds of the Loan to first repay before using such proceeds for
any other purpose, Borrower shall, subject to Retainage, apply all proceeds of the Loan to
the payment for, reimbursement of, and completion of, the Work, and Borrower shall not
require and shall not avail itself of any additional extension of credit for such purpose except
for the Permitted Financing.

(b) Borrower shall pay for, or cause to be paid for, all Project Costs
necessary to complete the Project in excess of the Loan. In no event shall Lender be required
to fund more than the amount of the Loan.

(c) Other than repayment of Permitted Bridge Financing, Borrower shall

receive and apply all Advances for the purpose of paying the costs of the Project within the
Budget including payments, if any, made by Borrower prior to the Closing Advance but
subsequent to the commencement of the Work.

(d) Each Advance received shall be used for the purposes set forth in the
applicable Requisition (which may include future expenses).

Section 9.26 Vouchers; Receipts, etc. Upon written request by Lender,

Borrower shall deliver to Lender any contracts, bills of sale, statements, receipted vouchers

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or other agreements under which Borrower claims title to any materials, fixtures or articles
incorporated in the Project or subject to the Lien of the Mortgage.

Section 9.27 Defects in the Work. Borrower shall immediately advise

Lender of any Defects in the Work of which Borrower is aware and shall promptly correct
same to Lender’s reasonable satisfaction. Borrower shall, upon Lender’s written demand
and prior to the next Advance, correct to Lender’s reasonable satisfaction any Defect in the
Work as may be reasonably determined to exist by Borrower. The making of an Advance
by Lender shall not constitute a waiver of Lender’s right to require compliance with this
covenant with respect to any such Defects or departures from the Plans not theretofore
discovered by, or called to the attention of, Lender.

Section 9.28 Limitation on Contract Prices. Borrower shall not contract

for or permit the performance of any work that shall result in a change in the aggregate of
the contract prices for the Work in excess of the Change Order Amount unless Borrower
shall have received the prior written approval of Lender or unless Borrower agrees to pay
for such excess with additional equity, and such additional equity must be invested in the
Project prior to or simultaneously with Lender making any additional Advances.

Section 9.29 Contracts for the Work. Borrower shall not, without the
prior written consent of Lender in each instance (which consent not to be unreasonably
withheld or delayed), modify, amend or terminate the Plans or the Construction Manager
Agreement (other than permitted Change Orders).

Section 9.30 Protection of the Project. Borrower shall employ

commercially reasonable means to protect the Project and all tools and building materials
stored on the Property from theft or vandalism.

Section 9.31 UCC Searches; Continuation. After the occurrence of an

Event of Default, Lender shall have the right to order UCC, judgment and lien searches
against Borrower at any time at Borrower’s sole cost and expense (Lender can order at any
other time at Lender’s sole cost and expenses). Borrower shall also be responsible for all
costs incurred by Lender to continue the UCC-1 Financing Statements heretofore delivered
by Borrower in favor of Lender from time to time.

ARTICLE X

ENTITY COVENANTS

Section 10.1 Single Purpose Entity/Separateness. Until the Debt has been
paid in full, Borrower represents, warrants and covenants as follows:

Borrower has not and shall not:

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 (i) engage in any business or activity other than the ownership,
development, administration, construction, conversion (including conversion to
condominium form of ownership), renovation, rehabilitation and sale of the Project and any
activities incidental thereto;

(ii) acquire or own any assets other than (A) the Mortgage Property, and
(B) such incidental personal property as may be necessary for the ownership of the Property;

(iii) merge into or consolidate with any Person, or dissolve, terminate,

liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its
assets or change its legal structure;

(iv) fail to observe all organizational formalities or fail to preserve its

existence as an entity duly organized, validly existing and in good standing (if applicable)
under the applicable Legal Requirements of the jurisdiction of its organization or formation,
or amend, modify, terminate or fail to comply with the provisions of its organizational
documents;

(v) commingle its assets with the assets of any other Person;

(vi) incur any debt, secured or unsecured, direct or contingent (including

guaranteeing any obligation) other than (A) the Loan, (B) Permitted Financing, and/or (C)
trade and operational indebtedness incurred in the ordinary course of business with trade
creditors, provided such indebtedness is (1) unsecured, (2) not evidenced by a note, (3) on
commercially reasonable terms and conditions, and (4) due not more than sixty (60) days
past the date incurred and paid on or prior to such date;

(vii) fail to maintain its records, books of account, bank accounts,

financial statements, accounting records and other entity documents separate and apart from
those of any other Person;

(viii) enter into any contract or agreement with any general partner,
member, shareholder, principal, guarantor of the obligations of Borrower or any Affiliate of
the foregoing, except upon terms and conditions that are intrinsically fair, commercially
reasonable and substantially similar to those that would be available on an arm’s-length basis
with unaffiliated third parties;

(ix) maintain its assets in such a manner that it will be costly or difficult
to segregate, ascertain or identify its individual assets from those of any other Person;

(x) assume or guaranty the debts of any other Person, hold itself out to
be responsible for the debts of any other Person, or otherwise pledge its assets for the benefit
of any other Person or hold out its credit as being available to satisfy the obligations of any
other Person, provided however, that this subsection (x) shall not be deemed to prohibit

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Borrower from pledging assets to secure its own obligations as required or permitted by the
Loan Documents;

(xi) make any loans to any Person;

(xii) fail to file its own tax returns or file a consolidated federal income
tax return with any Person (unless prohibited or required, as the case may be, by applicable
Legal Requirements);

(xiii) fail either to hold itself out to the public as a legal entity separate and
distinct from any other Person or to conduct its business solely in its own name or fail to
correct any known misunderstanding regarding its separate identity;

(xiv) (a) file or consent to the filing of any petition, either voluntary or
involuntary, to take advantage of any Creditors Rights Laws, (b) seek or consent to the
appointment of a receiver, liquidator or any similar official, (c) take any action that might
cause such entity to become insolvent, or (d) make an assignment for the benefit of creditors;

(xv) fail to allocate shared expenses (including, without limitation, shared

office space and services performed by an employee of an Affiliate) among the Persons
sharing such expenses and to use separate stationery, invoices and checks;

(xvi) fail to remain solvent or pay its own liabilities (including, without
limitation, salaries of its own employees) only from the proceeds of the Loan and its own
funds; and

(xvii) acquire debts of its partners, members, shareholders or other

affiliates, as applicable.

Section 10.2 Change of Name, Identity or Structure. Borrower shall not

change or permit to be changed (a) Borrower’s name, (b) Borrower’s identity (including
Borrower’s trade name or names), (c) Borrower’s principal place of business set forth on the
first page of this Agreement, the Mortgage or any UCC-1 Financing Statements, (d) the
corporate, partnership, limited liability company or other organizational structure of
Borrower, (e) Borrower’s state of organization, or (f) Borrower’s organizational
identification number, without in each case notifying Lender of such change in writing at
least sixty (60) days prior to the effective date of such change and, in the case of a change in
Borrower’s structure, without first obtaining the prior written consent of Lender. Borrower
shall execute and deliver to Lender, prior to or contemporaneously with the effective date of
any such change, any financing statement or financing statement amendment required by
Lender to establish or maintain the validity, perfection and priority of the security interest
granted herein. If Borrower does not now have an organization identification number and
later obtains one, or if the organizational identification number assigned to Borrower
subsequently changes, Borrower shall promptly notify Lender of such organizational

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identification number or change. Notwithstanding the above, the parties understand and
agree that the business of the hotel may be conducted under the name of 9 Orchard or similar,
or similar alterations thereof, or as Borrower may subsequently determine with respect to
any Management Agreement it has entered into without the need for Lender consent.

Section 10.3 Business and Operations. Borrower shall remain in good

standing under the laws of each State as and to the extent the same are required for the
ownership, maintenance, management and operation of the Project. Borrower shall not enter
into any line of business other than the ownership of the Project, or make any material
change in the scope or nature of its business objectives, purposes or operations, or undertake
or participate in activities other than the continuance of its present business.

Section 10.4 Material Changes to Improvements. Borrower shall not

materially change the design, concept or management of the Project as set forth in the Plans
in any manner that would result in a material increase in the cost of the Project or a material
reduction in the anticipated income of the Project without the prior written consent of
Lender, which consent may be withheld by Lender in Lender’s reasonable discretion with
the understanding that the Plans must comply with a third-party Management Agreement, if
any, then in effect.

ARTICLE XI

NO SALE OR ENCUMBRANCE

Section 11.1 Transfer Definitions. For purposes of this Article XI, an

“Affiliated Manager” shall mean any managing agent in which Borrower or any Affiliate of
Borrower has directly or indirectly, any legal, beneficial or economic interest; “Control”
shall mean the power to direct the management and policies of a Restricted Party, directly
or indirectly, whether through the ownership of voting securities or other beneficial interests,
by contract or otherwise; “Restricted Party” shall mean Borrower or Borrower Members,
and a “Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, mortgage,
grant, bargain, encumbrance, lien, pledge, assignment, grant of any options with respect to,
or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by
operation of law or otherwise, and whether or not for consideration or of record) a legal or
beneficial interest.

Section 11.2 No Sale/Encumbrance.

(a) Other than Permitted Financing, Borrower shall not cause or permit
a Sale or Pledge of the Project or any part thereof or any legal or beneficial interest therein
nor permit a Sale or Pledge of an interest in any Restricted Party, except as expressly
permitted hereunder (in each case, a “Prohibited Transfer”) unless and until: (i) the Debt is
paid in full (which debt may be paid as part of the transaction); and (ii) the earlier to occur
of: (A) the second anniversary of the Project’s completion (as evidenced by a temporary

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certificate of occupancy), and (B) as long as the offering described in the PPM has ended
and USCIS has adjudicated the Form I-924 exemplar filing for the Project, satisfaction of
the Job Requirement for the Project as evidenced by an update to the economic jobs report
and requested by Borrower at its cost.

(b) A Prohibited Transfer shall include, but not be limited to, (i) an
installment sales agreement wherein Borrower agrees to sell the Project or any part thereof
for a price to be paid in installments; (ii) a sale, assignment or other transfer of, or the grant
of a security interest in Borrower’s right, title and interest in and to any leases (except for
the master lease for historic tax credits provided in Section 19.1) or any rents; (iii) if a
Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such
corporation’s stock or the creation or issuance of new stock in one or a series of transactions;
(iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or
consolidation or the change, removal, resignation or addition of a general partner or the Sale
or Pledge of the partnership interest of any general or limited partner or any profits or
proceeds relating to such partnership interests or the creation or issuance of new partnership
interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation
or the change, removal, resignation or addition of a managing member or non-member
manager (or if no managing member, any member) or the Sale or Pledge of the membership
interest of any member or any profits or proceeds relating to such membership interest; or
(vi) if a Restricted Party is a trust, any merger, consolidation or the Sale or Pledge of the
legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or
beneficial interests.

(c) Notwithstanding anything to the contrary contained herein or in any

of the other Loan Documents, the following transfers shall not be deemed to be a Prohibited
Transfer and the same shall in no event (except as expressly set forth herein) require the
consent of Lender: (a) the Sale or Pledge of the Project or an interest in the Project provided
that the transferee of such interest in the Project shall acknowledge in writing that their
acquisition of such Sale or Pledge interest in the Project shall be subject to terms and
provisions of the Loan Documents (including this “Loan Agreement”); (b) the Sale or
Pledge, in one or a series of transactions, of the stock, limited partnership interests or non-
managing membership interests (as the case may be) in a Restricted Party provided that the
transferee of such interest in the Restricted Party shall acknowledge in writing that the their
acquisition of such Sale or Pledge interest in the Restricted Party shall be subject to terms
and provisions of the Loan Documents; (c) a Sale or Pledge of a direct or indirect interest in
a Restricted Party among Borrower Members or (d) a Sale or Pledge of a direct or indirect,
non-controlling interest in a Restricted Party; provided, however, no such transfers set forth
in (a), (b), (c) or (d) above, together with all prior such transfers, shall result in a change in
Control in the Restricted Party or change in Control of the Project, and as a condition to each
such transfer, Lender shall receive not less than ten (10) days prior written notice of such
proposed transfer. Any change in Control, whether in one or multiple related or unrelated
transactions, in the Restricted Party or change in Control of the Project shall be subject to
the Lender’s consent, not to be unreasonably withheld.

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 ARTICLE XII

INSURANCE; CASUALTY; CONDEMNATION; RESTORATION

Section 12.1 Insurance.

(a) Policies. The Borrower will (a) keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear
and tear excepted, and (b) maintain the following type of insurance coverage with the
following coverage limits with financially sound and reputable insurance companies rated
at least A- by A.M. Best Company, unless otherwise acceptable to Lender (collectively, the
“Policies”):

(i) at all times:

(A) policies of property insurance insuring the

Mortgage Property against loss or damage known as “All Risk” (including to the extent
commercially and reasonably available, flood, earthquake, and windstorm any of which
may include sub-limits). These policies shall be in an amount not less than the then full
replacement cost value of the Mortgage Property without deduction for physical
depreciation or such lesser amounts as Borrower deems commercially reasonable.
Borrower shall be named as the insured and Lender shall be named “Loss Payee” as
respects real property and business income;

(B) a policy or policies of workers’ compensation

insurance as required by workers’ compensation insurance laws including employer’s
liability insurance covering all employees of Borrower;

(C) commercial general liability insurance covering

bodily injury, death, accident, property damage and hazards with limits of $1,000,000
per occurrence and $2,000,000 in the aggregate including products and completed
operations liability coverage with at least $2,000,000 in aggregate limits;
umbrella/excess liability insurance in excess of primary liability limits stated in
combination no less than $20,000,000 per occurrence and in the aggregate on per
project basis. The policies described in this paragraph shall name Lender as an
additional insured;

(D) business income/loss of rents coverage in an

amount not less than the amount of net revenue plus continuing expenses of not less
than 12 months; and

(ii) throughout the course of construction of the improvements

to be constructed pursuant to this Agreement, and during any period of restoration:

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 (A) a policy or policies of builder’s “All Risk”
insurance, (including to the extent commercially and reasonably available, flood,
earthquake, and windstorm any of which may include sub-limits). These policies shall
be in an amount not less than the then full replacement cost value of the Mortgage
Property without deduction for physical depreciation or such lesser amounts as
Borrower deems commercially reasonable. Such insurance policy shall name
Borrower as the insured and shall name Lender as “Loss Payee”;

(B) a policy or policies of workers’ compensation

insurance as required by workers compensation insurance laws including employer’s
liability insurance covering all employees of Borrower;

(C) commercial general liability insurance covering

bodily injury, death, accident, property damage and hazards with limits of $1,000,000
per occurrence and $2,000,000 in the aggregate per location including products and
completed operations liability coverage with at least $2,000,000 in aggregate limits;
umbrella/excess liability insurance in excess of primary liability limits stated in
combination no less than $20,000,000 per occurrence and in the aggregate on per
project basis. The policies described in this paragraph shall name Lender as an
additional insured.

(b) Proof of Insurance. Upon Lender’s reasonable request, Lender shall

be furnished with evidence of coverage as required hereunder, which property insurance
policies shall provide that they shall not lapse, nor be modified or cancelled, without thirty
(30) days written notice to Lender. At least two (2) days prior to expiration of any policy
required hereunder, Borrower shall furnish Lender appropriate proof of issuance of a policy
continuing in force the insurance covered by the policy so expiring. Borrower shall furnish
to Lender, promptly upon request, receipts or other satisfactory evidence of the payment of
the premiums on such insurance policies.

(c) Blanket Policies. Any insurance maintained pursuant to this Section

may be evidenced by blanket insurance policies covering the premises and other properties
or assets of Borrower, its Affiliates, Manager, if any, or Contractors, provided that any such
policy shall in all other respects comply with the requirements of this Section.

Notwithstanding the foregoing, to the extent Borrower meets the insurance requirements of
the Management Agreement, if any, the insurance requirements hereunder shall be deemed
satisfied.

Section 12.2 Casualty. If the Project shall be damaged or destroyed, in

whole or in part, by fire or other casualty (each, a “Casualty”), Borrower shall give prompt
notice of such damage to Lender and Lender shall have the right to join Borrower in
adjusting any loss. In addition, after the entry of any decree of foreclosure of the Mortgage,
any purchaser at foreclosure sale or the decree creditor, as the case may be, shall also have

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the right to join in the adjustment of any such losses. Any moneys received as payment for
any loss under any such insurance (the “Insurance Proceeds”) shall be paid to Borrower for
expenses incurred by Borrower in connection with the restoration of the Property and upon
terms otherwise satisfactory to Lender and Borrower. Notwithstanding the foregoing to the
contrary, this Section 12.2 remains subject in all respects to a third party Management
Agreement, if any.

Section 12.3 Condemnation. Borrower shall promptly give Lender notice

in writing of the actual or threatened commencement of any proceeding for the
Condemnation of the Project of which Borrower has written or actual knowledge and shall
deliver to Lender copies of any and all papers served in connection with such proceedings.
Lender may participate in any such proceedings, and Borrower shall from time to time
deliver to Lender all the instruments requested by Lender to permit such participation.
Borrower shall, at Borrower’s sole cost and expense, diligently prosecute any such
proceedings, and shall consult with Lender, Lender’s attorneys and experts, and cooperate
with them in the carrying on or defense of any such proceedings. In the event of such
condemnation proceedings, the Award payable is hereby assigned to and shall be paid to
Lender. Lender shall be under no obligation to question the amount of any such Award and
may accept the same in the amount in which the same shall be paid. The proceeds of any
Award so received shall, except for a temporary taking the Award for which shall be paid
over to Borrower, at the option of Lender, either be applied, in the absence of an Event of
Default, to the prepayment of the Note at the rate of interest provided therein, regardless of
the rate of interest payable on the Award by the condemning authority, or, to the extent
reasonable practicable, be paid over to Borrower from time to time for expenses incurred by
Borrower in the restoration of the Project and upon terms otherwise satisfactory to Lender,
in Lender’s reasonable discretion. Notwithstanding any taking by any public or quasi-public
authority through Condemnation or otherwise (including, but not limited to, any transfer
made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to
pay the Debt at the time and in the manner provided for its payment in the Note and in this
Agreement and the Debt shall not be reduced until any Award shall have been actually
received and applied by Lender, after the deduction of expenses of collection, to the
reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the
Award by the condemning authority but shall be entitled to receive out of the Award interest
at the rate or rates provided herein or in the Note. To the extent Borrower shall be entitled
or permitted to do the same, if the Project or any portion thereof is taken by a condemning
authority, Borrower shall promptly commence and diligently prosecute the restoration of the
Project whether or not such Award is made available to Borrower. If the Property is sold,
through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall
have the right, whether or not a deficiency judgment on the Note shall have been sought,
recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.
Notwithstanding the foregoing to the contrary, this Section 12.3 remains subject to the
relevant provisions of a third party Management Agreement, if any.

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 ARTICLE XIII

EVENTS OF DEFAULT; REMEDIES

Section 13.1 Event of Default. The occurrence of any one or more of the
following events shall constitute an “Event of Default”:

(a) if Borrower shall fail to pay any installment of principal or interest

from the date the same is due (including, for the avoidance of doubt, an extension of time to
repay any portion of the Loan in accordance with the second sentence of Section 2.5) or if
the entire Debt is not paid on or before the Maturity Date or the Extended Maturity Date, if
any, and same is not cured, if capable of being cured, within ten (10) days after the date such
payment is due;

(b) if Borrower shall fail to pay any other sum hereunder or under any
of the other Loan Documents when and as the same shall become due and payable, and same
is not cured, if capable of being cured, within thirty (30) days after notice;

(c) if the Policies are not kept in full force and effect, and same is not
cured, if capable of being cured, within thirty (30) days after notice;

(d) if Borrower breaches any covenant with respect to itself contained in

Article X hereof or if Borrower breaches any covenant contained in Article XI hereof, and
same is not cured, if capable of being cured, within thirty (30) days after notice;

(e) if any material representation or warranty of Borrower made herein,

in any other Loan Document, or in any certificate, report, financial statement or other
instrument or document furnished to Lender at the time of the closing of the Loan or at the
time of any Advance shall have been materially false or misleading in any material respect
when made;

(f) if (i) Borrower or Borrower Members shall commence any case,

proceeding or other action (A) under any Creditors Rights Laws, seeking to have an order
for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, or
Borrower or Borrower Members shall make a general assignment for the benefit of its
creditors; (ii) there shall be commenced against Borrower or Borrower Members any case,
proceeding or other action of a nature referred to in clause (i) above which (A) results in the
entry of an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of ninety (90) days; (iii) there shall be
commenced against Borrower or Borrower Members any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar process against
all or any substantial part of its assets which results in the entry of any order for any such

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relief which shall not have been vacated, discharged, or stayed or bonded pending appeal
within one hundred twenty (120) days from the entry thereof; (iv) Borrower or Borrower
Members shall take any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or
Borrower Members shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due;

(g) if Borrower shall be in default beyond applicable notice and grace

periods under any other loan or financing arrangement between Borrower and any lender,
whether now or hereafter existing;

(h) if any federal or State tax Lien is filed against Borrower, Borrower
Members or the Project and same is not discharged of record within thirty (30) days after
same is filed;

(i) if a judgment is filed against Borrower or Borrower Members in

excess of $500,000 (unless otherwise covered by insurance or bond) which is not vacated or
discharged within sixty (60) days;

(j) if any of Borrower or Borrower Members shall breach any of the

terms of Section 9.24 (Completion of the Work) and same is not cured, if capable of being
cured, within thirty (30) days after notice provided to Borrower;

(k) an Event of Default shall include allowing any mortgage or lien to

have a higher priority than the Lien of Lender with respect to the Collateral, except for a
Lien in connection with any Permitted Superior Financing or Permitted Bridge Financing;

(l) if any Lien exists on the Collateral that is not discharged or bonded
within sixty (60) days, except for Liens in connection with Permitted Financing or any
Permitted Liens;

(m) if Borrower shall continue to be in default under any other term,

covenant or condition of this Agreement or any of the Loan Documents for more than ten
(10) days after notice thereof in the case of any default which can be cured by the payment
of a sum of money or for thirty (30) days following notice in the case of any other default,
provided that if such default cannot reasonably be cured within such thirty (30)-day period
and Borrower shall have commenced to cure such default within such thirty (30)-day period
and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30)-day
period shall be extended for so long as it shall require Borrower in the exercise of due
diligence to cure such default, it being agreed that no such extension shall (i) apply in the
event of a default under Section 9.4 (Taxes) or Section 12.1 (Insurance) of this Agreement
or (ii) be for a period in excess of one hundred twenty (120) days in the aggregate;
notwithstanding the foregoing to the contrary, the failure to make a deposit into the Borrower

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Collateral Account within the time periods set forth in Section 9.8 shall also deemed an
Event of Default;

(n) if there shall occur an event of default under the Completion

Guaranty which shall continue to be incurred after thirty (30) days of notice thereof from
Lender;

(o) if there should occur and continue at any time one or more conditions
or events which, in the opinion of Lender, has resulted in a material adverse change in the
financial condition of Borrower;

(p) if the Work is discontinued for a period of fifteen (15) consecutive

Business Days for reasons within the control of Borrower, and the same is not cured within
five (5) days after notice from Lender;

(q) if Lender, or its representatives are denied permission to enter upon

the Property (provided Borrower was given prior written reasonable notice of such request
and such visit was scheduled during business hours) and inspect the Project and the Work
and all materials, fixtures and articles used or to be used in the Work and to examine the
Plans, or if Borrower shall fail to furnish to any of such parties, when requested, copies of
the Plans and the same has not been cured within ten (10) days after notice from Lender;

(r) if Borrower executes any conditional bill of sale or other security

instrument covering any Personal Property, or files a financing statement publishing notice
of such security instrument, or purchases any of such Personal Property so that ownership
of the same shall not vest unconditionally in Borrower, free from encumbrances, on delivery
to the Property; or if Borrower does not furnish to Lender, upon demand, the contracts, bills
of sale, statements, receipted vouchers or agreements, or any of them, under which Borrower
claims title to such Personal Property, and the same is not cured within thirty (30) days after
Borrower receives notice of any such events;

(s) if any order or decree of judgment is rendered in any judicial or

administrative proceeding declaring the Property (or any material portion thereof), Project
(or any material portion thereof) or the Work (or any material portion thereof) to be in
violation of any Legal Requirements and the same is not cured within thirty (30) days of
said order or decree or such longer period of time as provided in such order or decree; or

(t) if a Lien for the performance of the Work or supply of materials is

filed against the Property or any part thereof and remains unsatisfied or unbonded for a
period of ninety-five (95) days after the date of filing thereof.

Section 13.2 Remedies.

(a) Upon the occurrence of an Event of Default (other than an Event of

Default described in Section 13.1(f) above) and at any time thereafter Lender may, in

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addition to any other rights or remedies available to Lender pursuant to this Agreement and
the other Loan Documents or at law or in equity, take such action, with notice, that Lender
deems advisable to protect and enforce Lender’s rights against Borrower and in the Project,
including, without limitation, declaring the Debt to be immediately due and payable upon
notice to Borrower, to foreclose the Mortgage or any other Collateral and Lender may
enforce or avail themselves of any or all rights or remedies provided in the Loan Documents
and may exercise all the rights and remedies of a secured party under the UCC, as adopted
and enacted by the State where the Project is located, against Borrower and the Project,
including, without limitation, all rights or remedies available at law or in equity; and upon
any Event of Default described in Section 13.1(f) above, the Debt and all other obligations
of Borrower hereunder and under the other Loan Documents shall immediately and
automatically become due and payable, without notice or demand, and Borrower hereby
expressly waives any such notice or demand, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

(b) Upon the occurrence and during the continuance of an Event of

Default, all or any one or more of the rights, powers, privileges and other remedies available
to Lender against Borrower under this Agreement or any of the other Loan Documents
executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised
by Lender at any time and from time to time, whether or not all or any of the Debt shall be
declared due and payable, and whether or not Lender shall have commenced any foreclosure
proceeding or other action for the enforcement of Lender’s rights and remedies under any
of the Loan Documents with respect to the Project. Any such actions taken by Lender shall
be cumulative and concurrent and may be pursued independently, singularly, successively,
together or otherwise, at such time and in such order as Lender may determine in Lender’s
sole discretion, to the fullest extent permitted by law, without impairing or otherwise
affecting the other rights and remedies of Lender permitted by law, equity or contract or as
set forth herein or in the other Loan Documents.

(c) Upon the occurrence and during the continuance of an Event of

Default and Borrower shall have discontinued the work for a period of fifteen (15)
consecutive Business Days, in addition to any other rights and/or remedies available to
Lender under this Agreement, the Mortgage any other Loan Document or at law or equity,
Lender shall also have the right and is hereby given an unconditional and irrevocable license
to enter, or to cause another independent contractor of Lender’s selection to enter the
Property, the Project or any part thereof and perform any and all work and labor necessary
to complete the Project substantially in accordance with the Plans and to employ watchmen
to protect the Property and the Project, and all actual out-of-pocket sums expended and costs
incurred by Lender and Lender for such purposes shall be deemed to have been paid to
Borrower and shall be secured by the Mortgage.

Notwithstanding the foregoing to the contrary, this Section 13.2 remains subject in all
respects to any Subordination and Non-Disturbance Agreement (SNDA) in place.

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 ARTICLE XIV

INDEMNIFICATIONS

Section 14.1 General Indemnification. Borrower shall indemnify, defend

and hold harmless the Indemnified Parties from and against any and all Losses imposed
upon or incurred by or asserted against any Indemnified Parties and directly or indirectly
arising out of or in any way relating to any one or more of the following: (a) any accident,
injury to or death of persons or loss of or damage to property occurring in, on or about the
Project or the Mortgage Property, or any part thereof or on the adjoining sidewalks, curbs,
adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition
in, on or about the Project or the Mortgage Property, or any part thereof or on the adjoining
sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c)
performance of any labor or services or the furnishing of any materials or other property in
respect of the Project or the Mortgage Property, or any part thereof; (d) any failure of the
Project, the Mortgage Property, and/or the Work to be in compliance with any applicable
Legal Requirements, (e) the non-payment of any commission, charge or brokerage fee by
Borrower to anyone that may be payable in connection with the funding of the Loan for
which Borrower was required to do so pursuant to a written contract, (f) the breach of any
representation or warranty of Borrower contained in this Agreement or any Loan Document,
or (g) the breach of any covenant of Borrower contained in this Agreement or any Loan
Document (collectively, the “Indemnified Liabilities”); provided, however, that Borrower
shall not have any obligation to Lender hereunder to the extent that such Indemnified
Liabilities arise primarily from the gross negligence, illegal acts, fraud or willful misconduct
of the Indemnified Parties. To the extent that the undertaking to indemnify, defend and hold
harmless set forth in the preceding sentence may be unenforceable because it violates any
law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Lender and such payment shall be deemed to satisfy Borrower’s indemnification
obligations hereunder.

Section 14.2 Survival, Obligations and Liabilities. The obligations and

liabilities of Borrower under this Article XIV shall fully survive until the date which is the
earlier to occur of (i) the Debt has been repaid in full, or (ii) the completion of foreclosure
of the Mortgage or a deed-in-lieu thereof accepted by Lender.

ARTICLE XV

NOTICES

Section 15.1 Notices. All notices, consents, approvals and requests required
or permitted hereunder or under any other Loan Document shall be given in writing and
shall be effective for all purposes if hand delivered or sent by (a) certified or registered
United States mail, postage prepaid, or (b) prepaid overnight delivery service, either

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commercial or United States Postal Service, with proof of attempted delivery, addressed as
follows (or at such other address and Person as shall be designated from time to time by any
party hereto, as the case may be, in a written notice to the other parties hereto in the manner
provided for in this Section):

If to Lender: EB5 United NYC VI, LP

c/o EB-5 United LLC
535 SE Washington Street
Hillsboro, Oregon 97123-4142
Attention: Scott Fuller, Brad Stedem, and Tiffany
Winkles

With a copy to: Homeier & Law, P.C.

13400 Riverside Drive
Suite 120
Sherman Oaks, California 91423
Attention: Michael G. Homeier

If to Borrower: Nine Orchard Partners, LLC

1123 Broadway,
2nd Floor
New York, New York 10010
Attention: Steven Carter and Andrew Rifkin

With a copy to: Akerman LLP

666 Fifth Avenue
20th Floor
New York, New York 10103
Attention: Scot Patrick O’Brien

A notice shall be deemed to have been given: in the case of hand delivery, at
the time of delivery; in the case of registered or certified mail, when delivered or the first
attempted delivery on a Business Day; or in the case of prepaid overnight delivery, upon the
first attempted delivery on a Business Day.

ARTICLE XVI

FURTHER ASSURANCES

Section 16.1 Replacement and Corrective Documents. Upon receipt of

an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of the Note
or any other Loan Document which is not of public record, and, in the case of any such
mutilation, upon surrender and cancellation of such Note or other Loan Document, Borrower
shall issue, in lieu thereof, a replacement Note or other Loan Document, dated the date of

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such lost, stolen, destroyed or mutilated Note or other Loan Document in the same principal
amount thereof and otherwise of like tenor. In the event that any of the Loan Documents
misstate or inaccurately reflect the true and correct terms and provisions of the Loan and
said misstatement or inaccuracy is due to the mutual mistake on the part of any of Lender,
Borrower or clerical error, then in such event Borrower shall, within thirty (30) days after
written request of Lender and in order to correct such misstatement or inaccuracy, execute
such new documents as Lender and Borrower agree to be necessary to remedy said
inaccuracy or mistake.

Section 16.2 Further Acts, Etc. Each party to this Agreement shall execute
and deliver such additional instruments and other documents and shall take such further
actions as may be necessary or appropriate to effectuate, carry out and comply with all of
the terms of this Agreement and the transactions contemplated hereby.

Section 16.3 Changes in Tax, Debt, Credit and Documentary Stamp

Laws.

(a) If any law is enacted or adopted or amended after the date of this
Agreement that deducts the Debt from the value of the Project for the purpose of taxation or
which imposes a tax, either directly or indirectly, on the Debt or Lender’s interest in the
Project, Borrower shall pay the tax, with interest and penalties thereon, if any.

(b) If at any time the United States of America, any State thereof or any
subdivision of any such State shall require revenue or other stamps to be affixed to the Note,
the Mortgage, or any of the other Loan Documents or impose any other tax or charge on the
same, Borrower shall pay for the same, with interest and penalties thereon, if any.

Section 16.4 Expenses.

(a) As provided in Section 4.8, the Borrower covenants and agrees to

pay or, if Borrower fails to pay, to reimburse, Lender upon receipt of written notice from
Lender for transaction costs for this Loan as provided in Section 4.8 (and the filing and
recording fees and expenses, title insurance and reasonable fees and expenses of counsel for
providing to Lender all required legal opinions, and other similar expenses incurred in
creating and perfecting the Lien in favor of Lender pursuant to this Agreement, the Mortgage
and the other Loan Documents), that are set forth in Schedule B and agreed to by the parties.

(b) Following the first Advance under this Agreement, Borrower covenants and
agrees to pay or, if Borrower fails to pay, to reimburse, Lender upon receipt of written notice
from Lender for all actual out-of-pocket costs and expenses (including reasonable attorneys’
fees and disbursements incurred by Lender in accordance with this Agreement) in
connection with (a) the negotiation, preparation, execution, delivery and administration of
any consents, amendments, waivers or other modifications to this Agreement and the other
Loan Documents and any other documents or matters requested by Lender; (b) enforcing or

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preserving any rights, in response to third party claims or the prosecuting or defending of
any action or proceeding or other litigation, in each case against, under or affecting
Borrower, this Agreement, the other Loan Documents, the Project, or any other security
given for the Loan; and (c) enforcing any obligations of or collecting any payments due from
Borrower under this Agreement, the other Loan Documents or with respect to the Project or
in connection with any refinancing or restructuring of the credit arrangements provided
under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy
proceedings.

ARTICLE XVII

WAIVERS

Section 17.1 Remedies Cumulative; Waivers. The rights, powers and

remedies of Lender under this Agreement shall be cumulative and not exclusive of any other
right, power or remedy which Lender may have against Borrower pursuant to this
Agreement or the other Loan Documents, or existing at law or in equity or otherwise.
Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise,
at such time and in such order as Lender may determine in Lender’s sole discretion. No
delay or omission to exercise any remedy, right or power accruing upon an Event of Default
shall impair any such remedy, right or power or shall be construed as a waiver thereof, but
any such remedy, right or power may be exercised from time to time and as often as may be
deemed expedient. A waiver of one Default or Event of Default with respect to Borrower
shall not be construed to be a waiver of any subsequent Default or Event of Default by
Borrower or to impair any remedy, right or power consequent thereon. The rights and
remedies of Lender hereunder shall be in addition to its rights and remedies under the laws
of the State of New York.

Section 17.2 Modification, Waiver in Writing. No modification,

amendment, extension, discharge, termination or waiver of any provision of this Agreement,
or of the Note, or of any other Loan Document, nor consent to any departure by Borrower
therefrom, shall in any event be effective unless the same shall be in a writing signed by the
party against whom enforcement is sought, and then such waiver or consent shall be
effective only in the specific instance, and for the purpose, for which given. Except as
otherwise expressly provided herein, no notice to, or demand on Borrower shall entitle
Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 17.3 Delay Not a Waiver. Neither any failure nor any delay on the
part of Lender in insisting upon strict performance of any term, condition, covenant or
agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note
or under any other Loan Document, or any other instrument given as security therefor, shall
operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude
any other future exercise, or the exercise of any other right, power, remedy or privilege. In
particular, and not by way of limitation, by accepting payment after the due date of any

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amount payable under this Agreement, the Note or any other Loan Document, Lender shall
not be deemed to have waived any right either to require prompt payment when due of all
other amounts due under this Agreement, the Note or the other Loan Documents or to
declare a default for failure to effect prompt payment of any such other amount.

Section 17.4 Trial by Jury. BORROWER AND LENDER EACH

HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE
OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO
THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST
WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM
OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF
RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY
BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT
TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF LENDER AND
BORROWER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH
IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
BORROWER AND LENDER.

ARTICLE XVIII

GOVERNING LAW

Section 18.1 Choice of Law. All other terms and agreements, including this
Agreement, shall be deemed to be a contract entered into pursuant to the laws of the State
of New York and shall in all respects be governed, construed, applied and enforced in
accordance with the laws of the State of New York without reference to principles of
conflicts of law. The parties hereby submit to the exclusive jurisdiction of the courts of the
County of New York, and any United States District Court situated in the County of New
York, for the purposes of enforcing the terms of this Agreement and any other Loan
Document.

Section 18.2 Severability. Wherever possible, each provision of this

Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 18.3 Preferences. Lender shall have the continuing and exclusive
right to apply or reverse and reapply any and all payments by Borrower to any portion of the
obligations of Borrower hereunder. To the extent Borrower makes a payment or payments
to Lender, which payment or proceeds or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any Creditors Rights Laws, state or federal law, common

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law or equitable cause, then, to the extent of such payment or proceeds received, the
obligations hereunder or part thereof intended to be satisfied shall be revived and continue
in full force and effect, as if such payment or proceeds had not been received by Lender.

ARTICLE XIX

MISCELLANEOUS

Section 19.1 Historic Rehabilitation.

Lender acknowledges that Borrower intends to (1) conduct the rehabilitation of

the Project in a manner that qualifies for the federal historic rehabilitation tax credit (“HTC”)
as set forth in Section 47 of the Internal Revenue Code of 1986, as amended, (the “Code”),
and (2) elect to transfer the HTC to an investor pursuant to a master lease and other
customary business terms (the “Tax Credit Payments”), including a yield on such investor’s
equity investment, which is typically in the range of 2-4%, and a redemption right by such
investor, which is typically in the range of 5-10%. Lender agrees to cooperate in good faith
with Borrower to permit such a structure, including, but not limited to, the execution of a
Subordination, Non-Disturbance and Attornment Agreement substantially in the form set
forth in Schedule C hereto and to provide the HTC investor customary rights with respect to
its direct or indirect investment in the Project; provided that (i) the restrictions on the Lender
and the exercise of its rights under the Loan Documents shall not be materially greater than
as set forth in the Subordination, Non-Disturbance and Attornment Agreement substantially
in the form set forth in Schedule C hereto, and (ii) in the event that Lender or an affiliate of
Lender becomes the Landlord under the Master Lease and/or becomes the Managing
Member of the Master Tenant, the Lender agrees that it will, and will cause its affiliate to,
comply with the terms and conditions of the Master Lease and the Operating Agreement of
the Master Tenant, but will not accept or undertake any obligation to redeem the interest of
any member of the Master Tenant or make capital contributions to or loan funds to the
Master Tenant for the purpose of increasing amounts available for distribution to any
Member of the Master Tenant as net cash flow or capital proceeds.

Section 19.2 Survival. This Agreement and all covenants, agreements,

representations and warranties made herein and in the certificates delivered pursuant hereto
shall survive the making by Lender of the Loan and the execution and delivery to Lender of
the Note, and shall continue in full force and effect so long as all or any of the Debt is
outstanding and unpaid unless a longer period is expressly set forth herein or in the other
Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party. All covenants,
promises and agreements in this Agreement, by or on behalf of Borrower shall inure to the
benefit of the successors and assigns of Lender.

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 Section 19.3 Schedules Incorporated. The Schedules annexed hereto are
hereby incorporated herein as a part of this Agreement with the same effect as if set forth in
the body hereof.

Section 19.4 No Joint Venture or Partnership; No Third Party

Beneficiaries.

(a) Borrower and Lender intend that the relationships created hereunder
and under the other Loan Documents be solely that of a borrower and lender. Nothing herein
or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint
tenancy relationship between Borrower and Lender nor to grant Lender any interest in the
Project other than that of a secured party or lender. Each party hereby knowingly,
voluntarily, intentionally, unconditionally and irrevocably waives and relinquishes all
claims, demands, counterclaims and/or defenses alleging the existence of any partnership,
joint venture or other fiduciary relationship between Lender and Borrower and each party
shall hold the other party and its respective successors and assigns, harmless from and
against any and all losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and any other actual out-of-pocket fees, costs and expenses that
such party may sustain as a result of any such allegation by any person or entity whatsoever.

(b) This Agreement and the other Loan Documents are solely for the
benefit of Lender, Borrower and nothing contained in this Agreement or the other Loan
Documents shall be deemed to confer upon anyone other than Lender and Borrower any
right to insist upon or to enforce the performance or observance of any of the obligations
contained herein or therein, other than Indemnified Parties with respect to Article XIV. All
conditions to the obligations of Lender to make the Loan hereunder are imposed solely and
exclusively for the benefit of Lender and no other Person shall have standing to require
satisfaction of such conditions in accordance with their terms or be entitled to assume that
Lender will refuse to make the Loan in the absence of strict compliance with any or all
thereof and no other Person shall under any circumstances be deemed to be a beneficiary of
such conditions, any or all of which may be freely waived in whole or in part by Lender if,
in Lender’s sole discretion, Lender deem it advisable or desirable to do so.

(c) The direct or indirect general partners, members, principals and (if
Borrower is a trust) beneficial owners of Borrower are experienced in the ownership and
operation of properties similar to the Project, and Lender is relying upon such expertise and
business plan in connection with the ownership and operation of the Project as set forth in
the PPM.

(d) Notwithstanding anything to the contrary contained herein, Lender

is not undertaking the performance of any obligations with respect to any agreements,
contracts, certificates, instruments, franchises, permits, trademarks, licenses and other
documents of Borrower or obligations of Borrower under any of the Loan Documents.

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 (e) By accepting or approving anything required to be observed,
performed or fulfilled or to be given to Lender pursuant to this Agreement, the Mortgage,
the Note, the Security Agreement, or the other Loan Documents, including, without
limitation, any officer’s certificate, balance sheet, statement of profit and loss or other
financial statement, survey, appraisal, or insurance policy, Lender shall not be deemed to
have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of
same, and such acceptance or approval thereof shall not constitute any warranty or
affirmation with respect thereto by Lender.

(f) Borrower recognizes and acknowledges that in accepting this Agree-

ment, the Note, the Mortgage and the other Loan Documents, Lender is expressly and
primarily relying on the truth and material accuracy of the representations and warranties set
forth in Article VI of this Agreement without any obligation to investigate the Project and
notwithstanding any investigation of the Project by Lender; that such reliance existed on the
part of Lender prior to the date hereof, that the warranties and representations are a material
inducement to Lender in making the Loan; and that Lender would not be willing to make
the Loan and accept this Agreement, the Note, the Mortgage and the other Loan Documents
in the absence of the warranties and representations as set forth in Article VI of this
Agreement.

Section 19.5 Publicity. All news releases, publicity or advertising by

Borrower or Borrower’s Affiliates through any media intended to reach the general public
which refers to the Loan, Lender, or any of Lender’s Affiliates shall be subject to the prior
written approval of Lender, not to be unreasonably withheld or delayed. Lender shall not be
permitted, without the prior approval of Borrower, which approval shall not be unreasonably
withheld, delayed or conditioned, to make any news releases, publicity or advertising by
Lender or Lender’s Affiliates through any media intended to reach the general public which
refers to the Loan, the Project, Borrower and Borrower’s Affiliates.

Section 19.6 Conflict; Construction of Documents; Reliance. In the

event of any conflict between the provisions of this Agreement and any of the other Loan
Documents, the provisions of this Agreement shall control. The parties hereto acknowledge
that they were represented by competent counsel in connection with the negotiation, drafting
and execution of the Loan Documents and that such Loan Documents shall not be subject
to the principle of construing their meaning against the party which drafted same. Borrower
acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment
and advisors in entering into the Loan without relying in any manner on any statements,
representations or recommendations of Lender or any parent, Subsidiary or Affiliate of
Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights
or remedies available to it under any of the Loan Documents or any other agreements or
instruments which govern the Loan by virtue of the ownership by it or any parent, Subsidiary
or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and
Borrower hereby irrevocably waives the right to raise any defense or take any action on the
basis of the foregoing with respect to Lender’s exercise of any such rights or remedies.

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Borrower acknowledges that Lender engages in the business of real estate financings and
other real estate transactions and investments which may be viewed as adverse to or
competitive with the business of Borrower or its Affiliates.

Section 19.7 Actions, Approvals and Determinations.

(a) Wherever in this Agreement it is provided that (a) as a condition

precedent to Borrower’s undertaking certain action, Borrower shall be required to obtain
Lender’s consent or approval or (b) Lender shall have the right to make a determination
(including, without limitation, a determination as to whether a matter is satisfactory to
Lender), or if Borrower shall request that Lender take any action, then, unless expressly
provided to the contrary in the applicable provision of this Agreement, the decision whether
to grant such consent or approval or to take the requested action, or the determination in
question, shall be in the sole and exclusive discretion of Lender and shall be final and
conclusive. Wherever in this Agreement it is stated that any consent or approval shall not be
unreasonably withheld or that a determination to be made by Lender shall be subject to a
specified standard, then, if a court of competent jurisdiction determines, without right to
further appeal (or upon expiration of the time to appeal), that the consent or approval shall
be deemed granted or the standard shall be deemed met, as the case may be, then Lender, at
the request of Borrower, shall deliver to Borrower written confirmation thereof.

(b) Notwithstanding anything to the contrary contained herein or in any

other Loan Document, (i) to the extent that any of the Loan Documents require that (a) any
information is to be delivered by Borrower to Lender or any action is to be taken by
Borrower in favor of Lender and/or (b) any determination is to be made, or any consent is
to be given or withheld by Lender, then any such delivery, action, determination or consent
shall only be taken, made, given or withheld, as the case may be, and/or delivered or
transmitted, as the case may be, between or among Borrower and/or Lender and (ii)
Borrower, without any need for further inquiry or investigation, shall be entitled for all
purposes to rely conclusively upon the actions, deliveries, determinations and/or consents
received from Lender, and Borrower shall be protected fully and completely in their reliance
thereof.

Section 19.8 Entire Agreement. This Agreement and the other Loan
Documents contain the entire agreement of the parties hereto and thereto in respect of the
transactions contemplated hereby and thereby, and all prior agreements among or between
such parties, whether oral or written between Borrower and Lender are superseded by the
terms of this Agreement and the other Loan Documents.

Section 19.9 Cover Page; Exhibits. The cover page and the Exhibits and
Schedules annexed to this Agreement are incorporated as part of this Agreement with the
same effect as if set forth in the body of this Agreement.

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 Section 19.10 Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart shall for all purposes be deemed to be an
original, and all such counterparts together constitute but one and the same agreement. In
addition, the parties may execute separate signature pages, and such signature pages (and/or
signature pages which have been detached from one or more duplicate original copies of this
Agreement) may be combined and attached to one or more copies of this Agreement so that
such copies shall contain the signatures of all of the parties hereto.

Section 19.11 Confidentiality.

(a) Lender hereby agrees to keep confidential the Information, except

that Lender shall be permitted to disclose Information (i) to its Affiliates and their respective
counsel, (ii) to the extent requested in writing by any Governmental Authority, (iii) to the
extent otherwise required by applicable Legal Requirements or by any subpoena or similar
legal process, (iv) as needed to enforce the terms of this Agreement or any Loan Document,
(v) to any other party hereto, (vi) subject to an express promise of any such Person to honor
the confidentiality provisions of this Section, (vii) to any prospective or actual lender, (viii)
with the written consent of Borrower, (ix) to the extent such Information (1) becomes
publicly available other than as a result of a breach of this Section or (2) becomes available
to Lender or any Affiliate thereof on a non-confidential basis from a source other than
Borrower, (x) as required under the EB-5 Program for any filings with USCIS provided that
if requested by Borrower, at Borrower's expense, Lender shall seek confidential treatment
of confidential information contained in such filings, or (xi) as provided in the last sentence
of Section 9.10(c). Notwithstanding the foregoing to the contrary, in the event Lender is
requested to disclose any Information to any Governmental Authority or pursuant to
applicable Legal Requirements, Lender shall provide Borrower with written notice and a
reasonable opportunity to contest such disclosure prior to Lender’s disclosure.

(b) Lender shall be considered to have complied with its obligations

under this Section if it exercises the same degree of care to maintain the confidentiality of
the Information as Lender would accord its own confidential information. Notwithstanding
anything herein to the contrary, “Information” shall not include, and Borrower, Lender and
their respective Affiliates may disclose to any and all Persons, without limitation of any
kind, (i) any information with respect to the U.S. federal and state income tax treatment of
the transactions contemplated hereby in connection with the preparation of their own tax
returns, which facts shall not include for this purpose the names of the parties or any other
Person named herein, or information that would permit identification of the parties or such
other Persons, or any pricing terms or other nonpublic business or financial information that
is unrelated to such tax treatment or facts, and (ii) all materials of any kind (including
opinions or other tax analyses) that are provided to any of the Persons referred to above
relating to such tax treatment or facts.

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 Section 19.12 Assignment. Except as may be permitted in Article XI,
neither Lender nor Borrower may, directly or indirectly, assign this Agreement or the Loan
Documents or any rights, obligations or interest therein.

[SIGNATURE PAGE FOLLOWS]

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 73
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 LENDER:

EB5 UNITED NYC VI, LP, a Washington

limited partnership

By: EB5U NYC, LLC

General Partner

By:
Bradford Stedem
Manager

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 EXHIBIT A

Construction Manager’s Letter

____________ ___, 201_

[ ]

Re:

Property: 9 Orchard Street, New York, New York

Borrower: Nine Orchard Partners, LLC

Ladies and Gentlemen:

The undersigned is the Construction Manager under that certain agreement

between Borrower and the undersigned made as of _____________ (the “Agreement”), The
undersigned certifies that the Agreement is in full force and effect and that the undersigned
has neither received nor sent any notice of default thereunder and there are no defaults under
the Agreement (on the part of the undersigned or Borrower) and no circumstances exist
which, with notice, or the passage of time, or both, would constitute a default by either party
thereunder. Attached hereto as Exhibit A and made a part hereof is a true, correct and
complete copy of the Agreement and all amendments thereto, which agreement is in full
force and effect.

The undersigned shall not assert against EB5 United NYC VI, LP (“Lender”)
or Lender’s successors, assigns or participants, any set-off, defense, counterclaim or
deduction that the undersigned had against Borrower unless arising out of the Agreement.
Without limiting the foregoing, the undersigned shall not withhold performance for Lender
as a result of any breach of any agreement or any default thereunder by Borrower provided
same is cured by Lender within 20 days. In addition, the undersigned agrees that the
bankruptcy or insolvency of Borrower shall not be a default under the Agreement provided
that the undersigned continues to be paid pursuant to the terms of the Agreement.

The officer executing this instrument on behalf of the undersigned hereby

personally certifies that the undersigned has full authority, under all federal, state and local
laws, rules, ordinances, statutes and regulations, to perform the undersigned’s obligations in
accordance with the terms and provisions hereof and thereof.

For purposes hereof, all notices, demands or documents which are required
or permitted to be given or served upon Lender or the undersigned shall be deemed to have

Exh. A-1
42217063;25
been properly given if hand delivered, sent by nationally recognized overnight courier or, if
mailed (effective three (3) days after deposit thereof at any main or branch United States
Post office) by United States registered or certified mail, postage prepaid, addressed as
follows:

EB5 United NYC VI, LP

c/o EB-5 United LLC
535 SE Washington Street
Hillsboro, Oregon 97123-4142
Attention: Scott Fuller, Bradford Stedem, and Tiffany Winkles

with a copy to:

Homeier & Law, P.C.

13400 Riverside Drive
Suite 120
Sherman Oaks, CA 91423
Attention: Michael G. Homeier, Esq.

The undersigned agrees that, in the event of a breach by Borrower of any of

the terms, provisions, covenants and conditions of the Agreement, the undersigned shall give
Lender written notice in the manner set forth herein of such breach and the opportunity to
remedy or cure such breach within thirty (30) days after any cure period given to Borrower
under the Agreement, except that the undersigned agrees that no default shall be deemed to
have occurred if curing such default cannot, by its nature, be accomplished in such thirty
(30)-day period, so long as Lender shall have commenced curing the same within such thirty
(30)-day period and thereafter shall diligently and continuously prosecute the same to
completion.

The provisions set forth in this Letter Agreement shall be binding upon the
undersigned and the undersigned’s successors and assigns and shall inure to the benefit of
Lender and Lender’s respective successors and assigns.

The undersigned hereby acknowledges and agrees that Lender is not bound
by the Agreement unless Lender assumes the same in writing.

The undersigned hereby agrees that the undersigned shall not assign the
undersigned rights under the Agreement to any third party (other than as the result of a
merger with such third party) without Lender’s prior written consent, whether as security
for obligations or otherwise.

Very truly yours,

Exh. A-2
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 __________________________________

By:
Name:
Title:

Exh. A-3
42217063;25
 EXHIBIT B

Borrower’s Organizational Structure

Ownership

Members of Nine Orchard Partners, LLC

RECP IV Nine Orchard, LLC; 99%; DE, NY

RECP IV Nine Orchard Co-Investors A, LLC; 1%; DE

Schedule B-1
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 SCHEDULE A

Property Legal Description

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, WITH THE BUILDINGS AND IMPROVEMENTS
LOCATED THEREON SITUATE, LYING AND BEING IN THE BOROUGH OF MANHATTAN, COUNTY AND STATE
OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF CANAL STREET
WITH THE WESTERLY SIDE OF ORCHARD STREET;

RUNNING THENCE SOUTHERLY ALONG THE WESTERLY SIDE OF ORCHARD STREET AT AN INTERIOR ANGLE
OF 90° 29’ 19” WITH THE SOUTHERLY SIDE OF CANAL STREET A DISTANCE OF 73 FEET;

THENCE WESTERLY AT AN INTERIOR ANGLE OF 89° 30’ 42” WITH THE WESTERLY SIDE OF ORCHARD STREET
A DISTANCE OF 68.58 FEET;

THENCE SOUTHERLY AT AN INTERIOR ANGLE OF 270° 58’ 01” WITH THE PRECEDING COURSE 2.01 FEET;

THENCE WESTERLY 19 FEET TO THE EASTERLY SIDE OF ALLEN STREET;

THENCE NORTHERLY ALONG THE EASTERLY SIDE OF ALLEN STREET AT AN INTERIOR ANGLE OF 90° 20’ 04”
WITH THE PRECEDING COURSE 75.05 FEET TO THE SOUTHERLY SIDE OF CANAL STREET;
THENCE EASTERLY ALONG THE SOUTHERLY SIDE OF CANAL STREET AT AN INTERIOR ANGLE OF 89° 32’ 12”
WITH THE EASTERLY SIDE OF ALLEN STREET A DISTANCE OF 87.53 FEET TO THE POINT OR PLACE OF
BEGINNING.

Schedule A-1
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 SCHEDULE B

Approved Lender Expenses

10607304.3 SNDA
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 SCHEDULE C

SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT

This SUBORDINATION, NONDISTURBANCE AND ATTORNMENT

AGREEMENT (this “Agreement”) is made and entered into as of ___________________ by and
______________________________________ (“Tenant”); NINE ORCHARD PARTNERS,
LLC, a Delaware limited liability company, having a registered address at 1123 Broadway, 2nd
Floor, New York, NY 10010 (“Owner”); and EB5 UNITED NYC VI, LP, a Washington limited
partnership having an address at 535 SE Washington Street, Hillsboro, Oregon 97123-4142 (“
_________ Lender”).

WITNESSETH:

WHEREAS, Owner is the owner of certain improved real property located at 9 Orchard
Street, New York, New York 10002 as more particularly described on Exhibit A attached hereto,
together with certain improvements thereon and all appurtenances, easements, rights of way and
other rights belonging to or in any way pertaining thereto (the “Property”); and

WHEREAS, Owner is rehabilitating and developing the historic building located on the
Property (the “Building”), in a manner that qualifies for the historic rehabilitation tax credit
allowed for qualified rehabilitation expenditures incurred in connection with the “certified
rehabilitation” of a “certified historic structure” (the “Historic Tax Credit”) pursuant to the
Sections 47 and 50 of the Internal Revenue Code of 1986, as amended from time to time, or any
________ (“State HTC”) corresponding provision or provisions of prior or succeeding law (the
“Code”) and pursuant to; and

WHEREAS, Tenant has been formed to lease the Property including the Building from
Owner pursuant to the terms of that certain Master Lease, dated as of even date herewith, between
Owner, as landlord, and Tenant, as lessee (as amended from time to time, the “Master Lease”);
and

WHEREAS, pursuant to the terms of the Master Lease and that certain Pass-Through
Agreement dated as of even date herewith, by and between Owner and Tenant (the “Pass-Through
Agreement”), Owner will elect under Section 50 of the Code and under corresponding pass-
through provisions of law to pass-through to Tenant the Historic Tax Credit to which Owner is
otherwise entitled as a result of the rehabilitation of the Building; and

WHEREAS, Owner and Lender have entered into that certain Loan Agreement dated as of
September 29, 2017 (as amended modified or restated from time to time, the “Loan Agreement”)
whereby Lender agreed to make a loan (the Loan”) available to Owner in the aggregate principal
amount of $73,500,000,

WHEREAS, Owner has entered into and delivered that certain Mortgage, dated as of
September 29, 2017, in favor of Lender (as amended, modified or restated from time to time, the
“Mortgage”) as security for the Loan (the Mortgage, the Loan Agreement, the Note, the Security

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Agreement, and all other documents evidencing, securing, guarantying or otherwise executed in
connection with the Loan, are hereinafter collectively referred to as the “Loan Documents”);

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties
hereto and of other good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereby agree as follows:

1. SUBORDINATION. Subject to the terms of this Agreement, the Master Lease is and
shall be made subject, junior and subordinate to the Mortgage and to the lien thereof and to all
renewals, modifications, consolidations, replacements and extensions of the Mortgage so that all
rights of Tenant under the Master Lease shall be subject, junior and subordinate to the rights of Lender
under the Mortgage and to all renewals, modifications, consolidations, replacements and extensions
of the Mortgage as fully as if each such instrument had been executed, delivered and recorded prior
to the execution of the Master Lease or possession of all or part of the Property by Tenant or its
predecessors in interest.

2. NON-DISTURBANCE.

(a) (i) If during the Compliance Period (as hereinafter defined in Section 3(b)
below), the interests of Owner shall be transferred to and owned by Lender, its nominee or assignee
or any purchaser from Lender (such transferee being “Lender Party”) by reason of foreclosure or other
proceedings brought in lieu of, or pursuant to, a foreclosure, or by any other manner (each an “Owner
Transfer Event”), the Master Lease and Tenant’s possession of the Property and Tenant’s rights and
privileges under the Master Lease, or any extensions or renewals thereof, shall not be diminished or
interfered with by Lender Party and Tenant’s (and its subtenants’) occupancy of the Property shall
not be disturbed by any Lender Party during the remaining term of the Master Lease or any extensions
or renewals thereof for any reason to the extent necessary to prevent any recapture of the Historic Tax
Credits as described in Sections 47 and 50 of the Code allocated to Tenant under the Master Lease
and the Pass-Through Agreement, regardless of whether or not there is any past, current or future
default in the performance by Tenant of any terms, covenants or conditions of the Master Lease.

(ii) In the event of an Owner Transfer Event during the Compliance

Period and such time as there exists either: (i) a material default of any nature by Tenant under the
Master Lease, which default continues beyond any applicable notice and cure period, without cure
(the “Tenant Default Event”), or (ii) an occurrence where Tenant does not pay rent equal to the
applicable amount set forth on Exhibit B to the Master Lease, payable pursuant to Section 3.1 of the
Master Lease after the expiration of applicable notice, grace and cure periods, without cure (the
“Rental Deficiency Event”), then upon the written request of Lender Party, Tenant shall comply
with the following provisions within fifteen (15) business days of such written request of Lender
Party and shall continue to comply with such provisions throughout the remaining term of the
Master Lease, or such shorter period as Lender Party may require:

(A) A property manager selected by Lender Party holding title to the Property
(“Replacement Property Manager”) shall be engaged to manage the Property effective upon
termination of any property management agreement then in effect, in accordance with the terms of
such existing property management agreement, under a new management agreement (the
“Replacement Management Agreement”) approved by Lender Party. Pursuant to the Replacement

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Management Agreement, Lender Party shall have the right to direct the Replacement Property
Manager and to administer the Replacement Management Agreement and the Replacement Property
Manager shall be delegated full authority to (I) terminate any sublease in default pursuant to the terms
of such sublease; and (II) sublease, operate and manage the Property, subject to any existing subleases.
Upon such event, Tenant immediately shall irrevocably direct all subtenants of the Property to remit
rent and other payments directly to the then current property manager, and to the Replacement
Property Manager when engaged. After the occurrence of any Tenant Default Event or Rental
Deficiency Event, any personal property of any subtenant under any sublease with Tenant that is or
previously was transferred to Tenant at the end of such sublease and which is still held by Tenant
shall be transferred to such party as directed by the Replacement Property Manager in such
Replacement Property Manager’s discretion and at no additional cost to Replacement Property
Manager or any replacement subtenant.

(B) Tenant shall direct the Replacement Property Manager or, prior to the
engagement of the Replacement Property Manager, the existing property manager, if any, to pay to
Lender Party as rent under the Master Lease, on a monthly basis on the first day of each calendar
month, all “Net Operating Cash Flow” for the prior month, such monthly payments to continue
throughout the term of the Master Lease or any earlier termination of the Master Lease permitted
under this Agreement; provided, however, that such monthly payments shall not exceed the
applicable amounts set forth on Exhibit B of the Master Lease and payable pursuant to Section 3.1
of the Master Lease (the “Scheduled Rent”), plus any other amounts owing by Tenant to Owner
under the Master Lease. The term “Net Operating Cash Flow” shall mean (I) all cash received by
Tenant from operations of the Property and Tenant, plus (II) the proceeds of business interruption
or loss of rents insurance and casualty insurance received by Tenant (other than any casualty
insurance on the property maintained by Owner which shall be paid as provided in the Mortgages)
in excess of the amounts expended or to be expended to repair or replace the property which suffered
the casualty, but excluding capital contributions to Tenant, less (III) cash expended, reserved or
required for operating debts and expenses of the Property and other amounts payable under the
Master Lease by Tenant (other than rent and any other amounts payable to Owner under the Master
Lease), as set forth in an operating budget for the Property prepared by Tenant and reasonably
approved in writing by Lender Party, and any reserves to be held by the Replacement Property
Manager for such applicable expenses as taxes and insurance premiums, capital expenditures and
replacements (excluding expenses funded from capital contributions), to the extent reasonably
approved in writing by Lender Party. After the occurrence of such Tenant Default Event or Rental
Deficiency Event, Tenant shall determine as of January 15th of each year during the remainder of
the term of the Master Lease, or such shorter period as Lender Party may require (each a “True-
Up Date”) (i) the Scheduled Rent for the immediately previous calendar year (ii) the aggregate
amount of actual rent paid during the immediately previous calendar year and (iii) the Net
Operating Cash Flow during the immediately previous calendar year. To the extent that Net
Operating Cash Flow for the calendar year exceeds the actual rent paid during such calendar year,
Tenant shall pay to the Replacement Property Manager within fifteen (15) business days after the
applicable True-Up Date an amount equal to the lesser of (X) the difference between the Net
Operating Cash Flow for such immediately previous calendar year and the actual rent paid for
such previous calendar year, or (Y) the difference between the Scheduled Rent for such
immediately previous calendar year and the actual rent paid for such immediately previous
calendar year, and upon payment of such amount, Tenant shall conclusively be deemed to have
paid rent in such amount to Lender Party as landlord under the Master Lease. Lender agree that

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any such budget and reserves shall be established in good faith to meet the requirements of Tenant
under any subleases of the Property to a sublessee that is not an affiliate of the Tenant, and that
the Replacement Property Manager shall be obligated under the Replacement Property
Management Agreement to satisfy the requirements of Tenant under any subleases of the Property
to a sublessee that is not an affiliate of the Tenant, to the extent of cash flow from operations prior
to calculation of Net Operating Cash Flow. Lender hereby authorizes and directs the Replacement
Property Manager to make on its behalf the payments required under this Section.

(b) Upon the expiration of the Compliance Period, if the interests of Owner shall be
transferred to and owned by any Lender Party by reason of an Owner Transfer Event, if there is
then no default, after applicable notice and cure periods, by Tenant under the Master Lease,
Owner Party shall recognize Tenant’s rights under the Master Lease, Tenant’s possession of the
Property and Tenant’s rights and privileges under the Master Lease, or any extensions or renewals
thereof, shall not be diminished or interfered with by Lender Party and Tenant’s (and its
subtenants’) occupancy of the Property shall not be disturbed by Lender Party for any reason
whatsoever during the remaining term of the Master Lease or any extensions or renewals thereof,
other than in the event of any uncured defaults by Tenant under the Master Lease as provided for
above. Upon the expiration of the Compliance Period, if Tenant is then in default under the
Master Lease, which default is not cured within applicable notice and cure periods thereunder,
then Lender Party shall have the option either to: (i) terminate the Master Lease, or (ii) elect to
recognize Tenant’s rights under the Master Lease, as set forth above. Upon such uncured
default, in the event that Lender Party elects to terminate the Master Lease, Tenant shall give up
possession and all of its right, title and interest in and to the Property, including the Building,
under the Master Lease shall be fully terminated, and the Master Lease will thereupon terminate
in accordance with its terms.

(c) Any property management agreement for the Property, including any Replacement
Management Agreement, will permit the Tenant to terminate the agreement without cause upon
thirty days’ notice. Upon the occurrence and during the continuation of any Tenant Default Event or
Rental Deficiency Event, the Tenant will terminate any such property management agreement, upon
receipt of written demand from the Lender.

3. ATTORNMENT.

(a) If the interests of Owner shall be transferred to and owned by Lender Party by reason
of an Owner Transfer Event, such Lender Party shall succeed to the interest of Owner under the
Master Lease and Tenant agrees that Tenant shall thereupon be bound to Lender Party under all of
the terms, covenants and conditions of the Master Lease for the balance of the term thereof remaining
and any extensions or renewals thereof (including, without limitation, any such extensions or renewals
which may be effected in accordance with any option therefor in the Master Lease), with the same
force and effect as if Lender Party were the landlord under the Master Lease, and Tenant does hereby
attorn to Lender Party as its successor landlord, said attornment to be effective and self-operative
immediately upon Lender Party succeeding to the interest of Owner under the Master Lease without
the execution of any further instruments on the part of any of the parties hereto; provided, however,
that Tenant shall be under no obligation to pay rent to Lender Party by reason of such attornment until
Tenant receives written notice from Lender Party that such party has succeeded to the interest of
Owner under the Master Lease and acknowledges the terms of this Agreement. Without limiting the

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foregoing, within ten (10) business days after written request by Lender Party, Tenant shall execute
and deliver any instrument that Lender Party, as successor landlord, may reasonably request to
confirm and acknowledge such attornment. Tenant hereby waives the provisions of any statute or rule
of law now or hereafter in effect that may give or purport to give it any right or election to terminate
or otherwise adversely affect the Master Lease or the obligations of Tenant thereunder by reason of
any foreclosure or other action whatsoever in enforcement of either of the Mortgages. If the Master
Lease is terminated by operation of law in connection with any enforcement of Lender’s rights
under the Mortgage during the Compliance Period or thereafter if there is then no uncured default,
after applicable notice and cure periods, by Tenant under the Master Lease, Tenant shall enter into a
new lease with Lender Party upon all of the then executory terms of the Master Lease and the
provisions of this Agreement shall apply to such new lease. Following the end of the Compliance
Period, if there is an uncured default under the Master Lease, after applicable notice and cure periods,
but Lender Party elects not to terminate the Master Lease, then Tenant and Lender Party shall enter
into such new lease. The respective rights and obligations of Tenant and Lender Party upon such
attornment, to the extent of the then remaining balance of the term of the Master Lease and any such
extensions and renewals, shall be and are the same as set forth therein; it being the intention of the
parties hereto for this purpose to incorporate the Master Lease in this Agreement by reference with
the same force and effect as if set forth at length herein.

(b) Tenant waives any and all rights to terminate the Master Lease by reason of the
foreclosure of the Mortgage. If any court holds the Master Lease to be terminated by reason of such
a foreclosure and if either (i) Lender Party at foreclosure of the Mortgage has not exercised any right
to terminate the Master Lease under Paragraph 2 above, if applicable, or (ii) the effecting result would
otherwise be that the Master Lease would be terminated prior to the end of the period commencing
on the date hereof and concluding on the fifth (5th) anniversary of the date upon which the last
“qualified rehabilitation expenditure” (as that term is defined in Section 47(c)(2) of the Code) on
which Investor shall have claimed Historic Tax Credits was placed in service (as that term is used in
the Code and the regulations thereunder in connection with Historic Tax Credit) (the “Compliance
Period”), this Agreement shall be deemed to be a new lease between Lender Party at such foreclosure,
as landlord, and Tenant, as tenant, for the balance of the term of the Master Lease at the same rental
therein provided and upon the same terms and conditions as therein provided. Also, in such event and
at the written request of Lender Party at foreclosure, Tenant shall execute and deliver a new lease for
the balance of the term of the Master Lease at the same rental therein provided and upon the same
terms and conditions as therein provided.

4. LIMITATION OF LIABILITY.

(a) In the event that Lender Party succeeds to the interest of Owner under the Master
Lease, or title to the Property, then Lender Party shall assume and be bound by the obligations of
Owner under the Master Lease which accrue from and after such party’s succession to Owner’s
interest in the Property, but Lender Party shall not be: (i) liable for any accrued obligation, previous
act or omission or any representation or warranty of any prior landlord (including Owner); (ii) liable
for the accounting, retention, application or return of any security deposit to the extent not paid over
to Lender Party; (iii) subject to any claims, credits, offsets or defenses that Tenant might have
against any prior landlord (including Owner); (iv) payment of any rent or additional rent that Tenant
might have paid for more than the current month to any prior landlord (including Owner) or other
performance under the Master Lease; (v) bound by any amendment or modification of the Master

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Lease made without Lender Party’s prior written consent (to the extent said consent is required under
the Loan Documents); (vi) obligated to cure any defaults of any prior landlord under the Master Lease
that occurred prior to the date on which Lender Party succeeded to Owner’s interest under the Master
Lease; or (vii) responsible for any indirect or consequential damages, including, without limitation,
loss of business, arising from any breach of Owner’s obligations under the Master Lease prior to the
date Lender Party succeeds to Owner’s interest; provided, that, Lender shall in no event be exonerated
from any liability to Tenant for any injury, loss, damage or liability to the extent such exoneration is
prohibited by applicable law. Nothing in this section shall be deemed to waive any of Tenant’s rights
and remedies against any prior landlord.

(b) Tenant agrees that except as expressly provided for above any Lender Party shall be
liable only for the performance of the obligations of the landlord under the Master Lease that arise
during the period of its or their ownership of the Property and shall not be liable for any obligations
of the landlord under the Master Lease that arose prior to or subsequent to such ownership. Tenant
further agrees that any such liability shall be limited to the interest of Lender Party in the Property,
and Tenant shall not be able to enforce any such liability against any other assets of Lender Party
which other assets shall include all amounts any Lender Party receives in connection with the
Property, including, but not limited to loan payments, casualty awards, etc. Notwithstanding
anything in this Agreement to the contrary, Lender hereby agrees that in the event that the interests
of Owner shall be transferred to and owned by Lender Party by reason of an Owner Transfer Event,
and after the Building is placed in service, pursuant to Section 47 of the Code and the Treasury
Regulations thereunder, if a final certification (Part 3 Approval) of completed work from the
Secretary of the United States Department of Interior (the “Secretary”) has not been received with
respect to the Building, Lender Party shall, at the expense of Tenant, do all things necessary to
ensure that the Building will receive a final certification (Part 3 Approval) of completed work from
the Secretary stating that the rehabilitation is consistent with the historic character of the Building.
In the event Lender Party fails to obtain the Part 3 Approval within 180 days following the date the
Building is placed in service, Tenant (or any one or more of its members) is hereby authorized on
behalf of Lender Party to take such actions as are necessary on behalf of Lender Party to obtain the
Part 3 Approval. Any such actions taken by Tenant (or any of its members) shall be at the sole cost
of Tenant (or the member taking such action). Upon acquisition of ownership of the Property, the
applicable Lender Parties (i) shall cooperate with Tenant (or any its members) as necessary to obtain
the Part 3 Approval, (ii) shall pass through the Historic Tax Credits related to the Property to Tenant
pursuant to the Pass-Through Agreement (and shall assume the obligations of Owner thereunder)
if acquisition of ownership is prior to the date of such pass through of Historic Tax Credits, (iii)
shall not (A) take any action that causes or is likely to cause the Property to be certified as non-
contributing to the historic district in which it is located, or (B) permit any transfer prohibited under
the provisions of the Master Lease or Section 9 herein, or knowingly take any other action that
would cause a recapture of the Historic Tax Credits, and (iv) shall cause to be prepared and delivered
to Tenant, within a reasonable period of time after receipt by the applicable Lender Party, copies of
all reports, notices, filings or correspondence sent or received (except by Tenant) regarding the
Historic Tax Credits; provided Tenant shall, upon demand, reimburse Lender for all costs and
expenses of duplication and delivery of such copies. Lender Party acknowledges that it will be
obligated to comply with the requirements of the Master Tenant Operating Agreement and the Master
Lease, excluding any obligation to acquire the interest of the members of the Master Tenant.

5. RIGHT TO CURE DEFAULTS.

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 (a) Tenant agrees to give notice to Lender of any default by Owner under the Master
Lease, specifying the nature of such default, and thereupon Lender shall have the right (but not the
obligation, including that Lender shall not be obligated to complete rehabilitation of improvements
on the Property) to cure such default, and, if Tenant is entitled to terminate the Master Lease by reason
of such default, Tenant shall not terminate the Master Lease by reason of such default unless and until
it has afforded Lender thirty (30) days after Lender’s receipt of such notice to cure such default and a
reasonable period of time in addition thereto (i) if it is a non-monetary default and the circumstances
are such that the default cannot reasonably be cured within the thirty (30) day period and Lender have
commenced and are diligently pursuing such cure, or (ii) during and after any litigation action
including a foreclosure, bankruptcy, possessory action or a combination thereof.

(b) Lender agrees to give prompt notice to Tenant of any default by Owner under the
Loan Documents, specifying the nature of such default, and thereupon Tenant shall have the right
(but not the obligation) to cure such default. Lender shall not exercise any remedies under the Loan
Documents by reason of such default unless and until it has afforded Tenant (i) ten (10) days after
Tenant’s receipt of such notice to cure such default if it is a monetary default under the Loan
Documents or (ii) thirty (30) days after Tenant’s receipt of such notice to cure such default if it is a
non-monetary default under the Loan Documents and a reasonable period of time in addition thereto
(not to exceed an additional sixty (60) days) if the circumstances are such that the default is curable
but cannot reasonably be cured within the original thirty (30) day period and Tenant has commenced
and is diligently pursuing such cure. It is specifically agreed that Lender shall not require Tenant to
cure any default of Owner that is not susceptible of cure by Tenant, but in such event Lender shall
have all of its rights against Owner by reason of such uncured default of Owner.

(c) Lender agrees that the removal of the managing member of Tenant by Investor
pursuant to Tenant’s operating agreement shall not in and of itself accelerate the Loans or constitute
a default under the Loan Documents.

6. TENANT’S AGREEMENTS. Tenant hereby covenants and agrees that: (a)

Tenant shall not pay any rent or additional rent under the Master Lease more than one month in
advance; (b) Tenant shall not voluntarily surrender the premises demised under the Master Lease
or amend, modify, cancel or terminate the Master Lease without Lender’s prior written consent,
and any attempted amendment, modification, cancellation or termination of the Master Lease
without such consent shall be of no force or effect as to Lender; (c) Tenant shall not voluntarily
subordinate the Master Lease to any lien or encumbrance without Lender’s prior written consent;
(d) Tenant shall not assign the Master Lease without Lender’s prior written consent; provided that
Tenant shall have the right to enter into subleases of space in the Property pursuant to the
provisions of the Master Lease; (e) this Agreement satisfies any requirement in the Master Lease
relating to the granting of a non-disturbance agreement; (f) Tenant shall deliver to Lender, from
time to time and within ten (10) business days from the date of request, a written statement
respecting matters relating to the Master Lease; (g) Tenant shall not without the prior written
consent of Lender pledge, mortgage, grant a lien, assign or transfer or otherwise encumber
Tenant’s right, title or interest in or to any sublease, license, contract or other agreement for use
and/or occupancy of the Property, including the Building, or any part thereof, or in any rents,
proceeds, payments, or other consideration or amounts arising from the Property, including the
Building, or any proceeds of any of the foregoing other than obligations under the Master Lease to
which Lender has consented; and any such amendment, modification, termination, prepayment,

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voluntary surrender, assignment or subletting, pledge, mortgage, grant, transfer or encumbrance
without Lender’s prior written consent, shall not be binding upon Lender, and (h) upon request by
the Lender Party, provide to the Lender Party all information that the Lender Party needs to obtain
from the Tenant so that the Lender Party can fulfill its reporting obligations to governmental
agencies and third parties under the EB-5 Immigrant Investor Program.

7. LEASE PAYMENTS. If in the future there is a default by Owner in the

performance and observance of the terms of the Mortgage, which default is not cured after any
applicable notice and cure periods, Lender may require that all rents and other payments due under
the Master Lease be paid directly to Lender (the “Direct Payment Requirement”). Upon written
notification to Tenant by Lender of the Direct Payment Requirement, Owner hereby authorizes
and directs Tenant and Tenant agrees to pay any payments due under the terms of the Master Lease
to Lender, and all payments made by Tenant under such Direct Payment Requirement shall
conclusively be deemed to constitute payment of rent under the Master Lease. The Assignment
does not diminish any obligations of Owner under the Master Lease or impose any such obligations
on Lender prior to any foreclosure sale or transfer in lieu thereof. Any payments by Tenant to
Lender in accordance with this Agreement shall be deemed and shall constitute a payment of rental
under the Master Lease.

8. UTILIZATION OF INSURANCE AND CONDEMNATION PROCEEDS.

Subject to the Loan Agreement, by execution of this Agreement, the parties hereby agree that the
Master Lease and Owner’s operating agreement shall govern the procedure for handling
condemnation and casualty proceeds as between Owner and Tenant.

9. RESTRICTION ON SALE OF PROPERTY. Lender agrees that during the

Compliance Period, and subject to the other provisions of this Agreement, neither the Property
nor any improvements thereon can be sold or otherwise transferred by Lender or by any of
Lender’s successors, assigns, nominees or any purchaser of the Property to a governmental or
tax-exempt entity or to any other entity, the transfer to which would cause the recapture of any
or all of the Historic Tax Credits. The foregoing shall constitute the sole restrictions on transfer
(and any other restriction on transfer or encumbrance of the Property set forth in the Master
Lease shall be of no force and effect) following the date of the acquisition of Owner’s interest
in the Master Lease by a Lender Party. This section shall not be deemed to restrict the right of
Lender to succeed to the interest of Owner under the Master Lease pursuant to a foreclosure sale
or proceeding in lieu thereof, so long as said transfer would not cause the recapture or
disallowance of any or all of the Historic Tax Credits.

10. OPTION TO REFINANCE AND PURCHASE LOANS. Lender agrees that at or

prior to the time that it initiates legal proceedings to foreclose any Mortgage or commences a sale
pursuant to any power granted under any Mortgage, Lender shall first offer Tenant, in writing, the
right to purchase the Loan secured by the Mortgage, said Mortgage and all Loan Documents (the
“Loan Purchase Offer”), with a copy to Investor. The purchase price (“Purchase Price”) shall be
equal to the then outstanding balance of the Loan, including accrued and unpaid interest, plus the
amount of all other monetary obligations then owing under the Loan, the Mortgage and the other
Loan Documents. The written Loan Purchase Offer sent to Tenant shall set forth the calculation of
the Purchase Price as of the date of the Loan Purchase Offer. Tenant shall have fifteen (15) business
days following receipt of Lender’s Loan Purchase Offer in which to accept, in writing, the offer to

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 purchase the Loan, the Mortgage and the other Loan Documents. If Tenant fails to accept the Loan
Purchase Offer in writing within such period, Tenant shall be deemed to have rejected the Loan
Purchase Offer. If Tenant accepts the Loan Purchase Offer within such period, Tenant shall
purchase the Loan, the Mortgage and the other Loan Documents on the date that is fifteen (15)
business days following such acceptance (the “Loan Purchase Date”). On the Loan Purchase Date,
(a) Lender shall assign to Tenant the promissory note evidencing the Loan, the Mortgage and the
other Loan Documents, such assignment (the “Assignment”) to be in writing, in recordable form,
and made without recourse, representation or warranty other than as to the amount of the then
outstanding balance of the Loan, including accrued and unpaid interest, and the amount of all other
monetary obligations then owing under the Loan, the Mortgage and the other Loan Documents,
(b) Lender shall deliver the original promissory note, the Mortgage and the other Loan Documents
to Tenant, and (c) as a condition to the execution and delivery of the Assignment and the delivery
of the promissory note evidencing the Loan, the Mortgage and other Loan Documents to Tenant,
Tenant shall pay to Lender, in good funds by wire transfer, the Purchase Price. Tenant
acknowledges that if it elects to accept the Loan Purchase Offer, it will also assume all of the
information, reporting, and other obligations of Owner to the Lender under the EB-5 Immigrant
Investor Program.

11. ESTOPPEL CERTIFICATES. Whenever reasonably requested by Lender, Owner

and Tenant from time to time shall severally execute and deliver to Lender, and without charge to
Lender, an estoppel certificate setting forth whatever information Lender may reasonably require
to confirm the current status of the Lease including, without limitation, a confirmation that the
Master Lease is and remains in full force and effect.

12. SUCCESSORS AND ASSIGNS. This Agreement and each and every covenant,
agreement and other provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their successors and permitted assigns, including, without limitation, each and every
from time to time holder of Owner’s or Tenant’s interest in the Master Lease and shall inure to the
benefit of Lender and its successors and assigns. Investor is a third-party beneficiary under this
Agreement.

13. CHOICE OF LAW. This Agreement is made and executed under and in all
respects is to be governed and construed by the laws of the State of

14. CAPTIONS AND HEADINGS. The captions and headings of the various sections
of this Agreement are for convenience only and are not to be construed as confining or limiting in
any way the scope or intent of the provisions hereof. Whenever the context requires or permits,
the singular shall include the plural, the plural shall include the singular and the masculine,
feminine and neuter shall be freely interchangeable.

15. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any

number of counterparts all of which taken together shall constitute one and the same instrument,
and any of the parties or signatories hereto may execute this Agreement by signing any such
counterpart.

16. SEVERABILITY. If any provision of this Agreement or the application

thereof to any person or circumstance shall be invalid or unenforceable to any extent, the

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 remainder of this Agreement and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced to the greatest extent
permitted by law.

19. AMENDMENTS. No provision of this Agreement may be amended, changed,

waived, discharged, or terminated except by an instrument in writing signed by the party against
whom enforcement of the change, waiver, discharge, or termination is sought.

20. CONSENT TO MASTER LEASE AND INSPECTION REPORTS. By execution

of this Agreement, Lender hereby consents to Owner and Tenant entering into the Master Lease,
and to subleases thereunder by Tenant pursuant to the provisions of the Master Lease. Further,
during the rehabilitation of the Building, Lender hereby agrees to furnish to Tenant and Investor
copies of all inspection reports and rehabilitation budget updates that it receives from its inspection
consultant, if any.

21. NOTICES. Any and all notices, elections, demands, or requests permitted or
required to be made under this Agreement shall be in writing, signed by the party giving such
notice, election, demand or request, and shall be delivered personally, or sent by registered,
certified, or Express United States mail, postage prepaid, or by FedEx or similar service requiring
a receipt, to the other party at the address stated below, or to such other party and at such other
address within the United States of America as any party may designate in writing as provided
herein. The date of receipt of such notice, election, demand or request shall be the earliest of (i)
the date of actual receipt, (ii) three (3) business days after the date of mailing by registered or
certified mail, (iii) one (1) business day after the date of mailing by Express Mail or the delivery
(for redelivery) to Federal Express or another similar service requiring a receipt, or (iv) the date of
personal delivery (or refusal upon presentation for delivery). Notice addresses are as follows:

12 SNDA
42217063;25
 (a) Lender:

Attention:

With a copy to:

(b) Tenant:

After completion of rehabilitation

With copies to:

(c) Owner:

With copies to:

[Signature pages follow]

42217063;25
 9 ORCHARD
COMPREHENSIVE BUSINESS PLAN
Pursuant to 8 CFR §204.6(j)(4)(B) and Matter of Ho

[September 2017]

Sponsored by:

ADVANTAGE AMERICA NEW YORK REGIONAL CENTER, LLC

(USCIS-designated Regional Center)
575 Madison Avenue, 23rd Floor
New York, NY 10022
TABLE OF CONTENTS

1. EXECUTIVE SUMMARY................................................................................................................................ 1

2. MATTER OF HO INDEX............................................................................................................................... 3

3. BUSINESS OVERVIEW .................................................................................................................................. 4

3.1 The General Partner to the NCE – EB5U NYC, LLC ....................................................................................... 4
3.2 The Regional Center and its Management......................................................................................................... 5
3.3 The Job Creating Entity (JCE) – the Developer: NINE ORCHARD PARTNERS, LLC (an Affiliate
of DLJ Real Estate Capital Partners, LLC)................................................................................................................................ 9
3.4 Project Development Team........................................................................................................................................ 13
Architect: Mancini•Duffy ......................................................................................................................................... 13
Construction Management and Cost Estimation: Gardiner & Theobald, LLP .................... 13
Hotel Management: DLJ Real Estate Capital Partners ........................................................................ 16
Market Analyst .............................................................................................................................................................. 17
EB5 Diligence ................................................................................................................................................................. 17
NES Financial .................................................................................................................................................................. 18
Miller Mayer.................................................................................................................................................................... 18
Michael G. Homeier (Homeier & Law, P.C.)............................................................................................... 18
Economic Impact Consultant: Baker Tilly Capital, LLC ........................................................................ 19

4. PROJECT DESCRIPTION ............................................................................................................................ 20

4.1 Project Site............................................................................................................................................................................. 20
4.2 Renovation & Construction........................................................................................................................................ 26
4.3 Staffing ..................................................................................................................................................................................... 33
4.4 Subject Property Area Profile .................................................................................................................................... 39
Lower East Side ............................................................................................................................................................ 39
Nearby Developments ............................................................................................................................................. 41
Chinatown ........................................................................................................................................................................ 44
Silicon Alley ..................................................................................................................................................................... 46

9 ORCHARD Table of Contents i

 4.5 Economic Impact to the Region ............................................................................................................................. 48

5. MARKET ANALYSIS .................................................................................................................................... 49

5.1 Industry Activities .............................................................................................................................................................. 49
5.2 Hotel Market ........................................................................................................................................................................ 51
5.3 Marketing Strategy .......................................................................................................................................................... 76
5.4 Competitive Analysis ....................................................................................................................................................... 79

6. PROJECT FINANCING ................................................................................................................................ 88

6.1 Capitalization ........................................................................................................................................................................ 88
6.2 Use of Funds ........................................................................................................................................................................ 89
6.3 Costs Incurred through April 2017 ........................................................................................................................ 94
6.4 EB-5 Loan Terms and Exit Strategy....................................................................................................................... 96

7. PROJECT DEVELOPMENT TIMELINE.................................................................................................. 100

7.1 Project Phases ...................................................................................................................................................................100
7.2 EB-5 Timeline .....................................................................................................................................................................100

8. LICENSES AND PERMITS ....................................................................................................................... 103

8.1 Historic Landmark Designation and Renovation Approval .................................................................103
8.2 Construction Permits.....................................................................................................................................................104

9. FINANCIAL PERFORMANCE ................................................................................................................. 106

10. JOB CREATION ......................................................................................................................................... 110

10.1 Targeted Employment Area .....................................................................................................................................110
10.2 RIMS II Analysis ................................................................................................................................................................110
10.3 Qualification Under Proposed EB-5 Legislative Changes .....................................................................112

EXHIBITS
EXHIBIT A HVS Market Study
EXHIBIT B TEA Letter
EXHIBIT C Regional Center Approval Letter

9 ORCHARD Table of Contents ii

EXHIBIT D Hotel Management Agreement
EXHIBIT E Baker Tilly NMTC Certification
EXHIBIT F Historic Preservation Certification
EXHIBIT G ICAP Application
EXHIBIT H Construction Schedule
EXHIBIT I Development Cash Flow
EXHIBIT J Recording of Landmark Designation & Final Report By NYC Landmarks Preservation
Commission
EXHIBIT K Permits
EXHIBIT L Gardiner and Theobald Contract
Exhibit M Equity Commitment Letter
Exhibit N Evidence of Bridge Financing
Exhibit O Property Deeds
Exhibit P Gardiner and Theobald Letter Verifying Construction Schedule and Budget
Exhibit Q EB-5 Timeline

INDEX OF TABLES
Table 4-1: Staffing Plan......................................................................................................................................................................... 36
Table 4-2: Economic Impact to the Region ............................................................................................................................ 48
Table 6-1: Projected Project Capitalization.............................................................................................................................. 88
Table 6-2: Estimated Historic Tax Credit Contribution .................................................................................................... 89
Table 6-3: Use of Funds ....................................................................................................................................................................... 89
Table 6-4: Per Key Analysis ................................................................................................................................................................ 90
Table 6-5: Architectural & Engineering Costs ....................................................................................................................... 93
Table 6-6: Costs to Date ...................................................................................................................................................................... 95
Table 6-7: Project Value after EB-5 Investor Exit ................................................................................................................. 98
Table 6-8: Comparable Cap Rates ................................................................................................................................................ 99
Table 8-1: Permits/Entitlements Obtained .............................................................................................................................105

9 ORCHARD Table of Contents iii

Table 9-1: Profit and Loss Projections ......................................................................................................................................106
Table 10-1: Job Creation from Spending To Date ...........................................................................................................111
Table 10-2: Job Creation for Project as a Whole ..............................................................................................................112

INDEX OF FIGURES
Figure 4-1: Organizational Chart .................................................................................................................................................... 34
Figure 6-1: Construction Costs ........................................................................................................................................................ 91
Figure 6-2: FF&E Costs.......................................................................................................................................................................... 93
Figure 7-1: USCIS Processing Times ..........................................................................................................................................101
Figure 7-2: Development Timeline and Job Creation ....................................................................................................102

9 ORCHARD Table of Contents iv

 DISCLOSURE NOTICE

NOT AN OFFER TO PURCHASE OR SELL SECURITIES. THIS OVERVIEW IS FOR INFORMATIONAL

PURPOSES AND IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES IN EB5 UNITED NYC VI, LP, (“NEW COMMERCIAL ENTERPRISE” OR “NCE”), A
WASHINGTON LIMITED PARTNERSHIP, AND MAY NOT BE RELIED UPON IN CONNECTION
WITH THE PURCHASE OR SALE OF ANY SECURITY. NO SECURITY DESCRIBED IN THIS
BUSINESS PLAN HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES OR TO UNITED STATES PERSONS UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE. INTERESTS IN THE NCE, IF OFFERED, WILL ONLY
BE AVAILABLE TO PARTIES WHO ARE “ACCREDITED INVESTORS,” AS DEFINED IN RULE 501,
PROMULGATED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND WHO ARE
INTERESTED IN INVESTING IN THE NCE ON THEIR OWN BEHALF.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Business Plan contains certain statements that constitute forward-looking statements.
Examples of such statements include, but are not limited to, statements regarding the
development of the project and its plans and objectives for future operations. In some cases,
forward-looking statements can be identified by the use of terminology such as "may," "will,"
"expects," "plans," "anticipates," "estimates," "potential," or "continue," or the negative thereof,
or other comparable terminology. These statements involve a number of risks and
uncertainties that could cause actual results and the timing of events to differ materially from
those anticipated by these forward-looking statements. These risks and uncertainties include
a variety of factors, some of which are beyond the developer’s control. All forward-looking
statements and reasons why actual results may differ are based on information available to
the developer when initially made, and the developer assumes no obligation to update these
forward-looking statements or reasons why actual results might differ.

9 ORCHARD DISCLOSURE NOTICE v

1. EXECUTIVE SUMMARY

This Business Plan describes the transformation of the historic Jarmulowsky Bank Building at
9 Orchard Street (“Nine Orchard Street”, or the “Project”) on the Lower East Side (LES) of
Manhattan into one of Downtown’s premier luxury hotels. The LES has seen a revitalization
during the past ten years, becoming known as one of New York City’s hippest neighborhoods.
The area features more art galleries per-capita than any other neighborhood in New York and
offers a myriad of bars and unique restaurants. As more affluent residents have moved into
the neighborhood, real estate prices have increased substantially. The average purchase price
for an apartment on the LES has increased by 46% from 2012 to 2016.

Nine Orchard Street will be a neighborhood-defining project and will benefit from other
transformational projects that are currently underway. When completed, the property will offer
approximately 10,000 square feet of food-and-beverage and event space and 116 luxury hotel
rooms.

The Project’s financial projections are supported by a July 5, 2017 Market Study by HVS
Valuation & Consulting Services (EXHIBIT A). The HVS study projects a stabilized occupancy
rate of 84%, an ADR of $605.06, and an NOI exceeding $9.7 million in the fourth year of
operations.

The budgeted total cost for the Project is $190,815,984, including land costs of $41,700,943,
hard costs of $85,534,552, FF&E costs of $10,780,495, A&E costs of $13,516,772, and the
remaining in soft costs. NINE ORCHARD PARTNERS, LLC, an affiliate of DLJ Real Estate
Capital Partners, (“the Developer”) is seeking up to $73,500,000 in financing through the
Immigrant Investor Program, also known as the EB-5 Program.

EB5 UNITED NYC VI, LP (“the NCE”), a Washington limited partnership, is the New Commercial
Enterprise for the Project. The NCE was created on 6/29/2017 for the purpose of providing

9 ORCHARD Executive Summary 1

EB-5 financing to the Project. The NCE will receive up to $73,500,0001 from as many as 147
foreign investors, who each will be required to invest a minimum of $500,000 because the
Project is located in an existing Targeted Employment Area (“TEA”).2 See EXHIBIT B. At the
appropriate time, the NCE will make a qualifying investment permitted under the EB-5
Program in the form of a loan to the Developer to finance a portion of the cost of the Project
(the “Loan”). The terms of the NCE’s Loan to the Developer are set forth in the Private
Placement Memorandum. The NCE will be managed by EB5U NYC, LLC as the general partner
on behalf of the EB-5 investors. ADVANTAGE AMERICA NEW YORK REGIONAL CENTER,
LLC, the Regional Center sponsor, will review and monitor the Offering to confirm compliance
with EB-5 rules and policies, reporting to USCIS as required.

Substantive construction of the Project began in early 2014, with predevelopment work starting in
2012. The Project is expected to be completed in the first quarter of 2019 (see Exhibit H).
EB-5 funds will be utilized for both the construction and operational phases of the Project.
As demonstrated by the economic analysis, all the required jobs will be created in accordance
with USCIS operative policy, which will be demonstrated fully in the actual evidence supporting
the full requisite employment needed for EB-5 investors to receive permanent green cards.
Evidence of job creation will be fully available before the required date for filing the
subsequent I-829 petitions to USCIS.

To satisfy EB-5 program requirements, this Project will require the creation of at least 1,470
jobs. According to the economic analysis, the Project will create 2,094.9 permanent new jobs,
comprised of direct, indirect, and induced jobs. Therefore, the Project is projected to generate
143% of the jobs requirement for an EB-5 capital raise of $73,500,0003.

1 Note that the NCE may raise additional EB-5 capital consistent with applicable USCIS policy and to the extent both NCE and Borrower
determines such additional EB-5 capital would enhance the overall Project feasibility. In such an event, the job-creation requirement shall
always be at least 10 qualifying jobs for each EB-5 investor.
2 As discussed in Section 10.3, the Developer has accounted for potential changes in EB-5 program requirements. The project site would
qualify as a Targeted Employment Area (“TEA”) even according to the requirements of proposed legislation that would further limit the areas
qualifying as TEA’s.
3 Please note that the NCE may raise additional EB-5 capital consistent with applicable USCIS policy and to the extent both NCE and
Borrower determines such additional EB-5 capital would enhance the overall Project feasibility. In such an event, the job-creation requirement
shall always be at least 10 qualifying jobs for each EB-5 investor.

9 ORCHARD Executive Summary 2

2. MATTER OF HO INDEX

Regarding Matter of Ho, 22 I&N Dec. 206: A comprehensive business plan, as contemplated
by the regulations, should contain, at minimum, a description of the business, its products
and/or services, and its objectives. Since the following business plan will accompany individual
investors I-526 petition, this business plan is drafted in accordance with the requirements and
credibility standards of the Matter of Ho AAO decision.

Matter of Ho Element Business Plan Section

“The plan should contain a market analysis…including the Section 5 Market Analysis

names of competing businesses and their relative strengths

and weaknesses, a comparison of the competition’s products
and pricing structures, and a description of the target
market/prospective customers of the new commercial
enterprise.”

“The plan should list the required permits and licenses Section 7 Project Development Timeline lists the
obtained.” permits needed to develop the Project.

“If applicable, it should describe the manufacturing or Section 7 Project Development Timeline discusses
production process, the materials required, and the supply materials and sources for construction
sources.” activities.

“The plan should detail any contracts executed for the supply Section 7 Project Development Timeline discusses
of materials and/or the distribution of products.” contracts executed for construction activities.

“It should discuss the marketing strategy of the business, Section 5.3 Marketing Strategy.

including pricing, advertising, and servicing.”

“The plan should set forth the business’s organizational Section 3 Business Overview.

structure and its personnel’s experience.”

“It should explain the business’s staffing requirements and See Section 10 Job Creation for a summary of job
contain a timetable for hiring, as well as job descriptions for creation.
all positions.”

“It should contain sales, cost, as well as operating expense Section 8 Financial Performance.
and income projections and detail the bases therefore. Most
importantly, the business plan must be credible.”

9 ORCHARD Matter of Ho Index 3

3. BUSINESS OVERVIEW

The following diagram provides the financing structure of the Project:

Figure 3-1: Investment Structure

3.1 The General Partner to the NCE – EB5U NYC, LLC

The General Partner of the Partnership is EB5U NYC, LLC, which is managed in turn by EB5
United, LLC (“EB5 United”). EB5 United specializes in providing capital to real estate
developments through the EB-5 Investor Program. Together with its partners, EB5 United
capitalizes projects that grow the U.S. economy and serve as engines for job growth, positively
impacting the communities they serve. EB5 United focuses on supporting projects in Targeted
Employment Areas, in collaboration with best-in-class developers, immigration attorneys,
regional centers, branded operating companies and EB-5 networks. EB5U NYC, LLC will
complement the efforts of the Regional Center to ensure EB-5 compliance. Its principals are
Scott Fuller and Brad Stedem.

9 ORCHARD Business Overview 4

B. Scott Fuller | CEO and Partner, EB5 United
B. Scott (“Scott”) Fuller is the CEO and Partner of EB5 United, LLC, where he applies his
extensive network of real estate relationships to source potential development opportunities,
oversee marketing and brand identification, and manage immigration network relationships
in China. Since 2010, Mr. Fuller has personally been involved in projects raising more than
US$370,000,000 of EB-5 equity and debt. Deals in which he has been actively involved include
the Cayo Largo Four Seasons Resort, Puerto Rico; Marriott Courtyard/Residence Inn, Los
Angeles, CA; Marriott Residence Inn, Portland, OR; and Prosper Hotel, San Francisco, CA. Mr.
Fuller has 30 years of experience in real estate development and commercial brokerage and
finance transactions. Mr. Fuller also possesses a thorough understanding of real estate
economics and capital structures and has partnered or exclusively represented the unique
needs of both individual and institutional clients. Scott is also CEO of an affiliate company of
EB5 United, Capital United, LLC, which is a Registered Investment Advisor with the SEC. By
using developed systems and networks, Mr. Fuller has been able to access relationships
worldwide thereby providing positive synergies to EB5 United and its clients. Mr. Fuller
received his BA in Finance and Real Estate Finance from the University of Oregon.

Brad Stedem | President and Partner, EB5 United

Bradford (“Brad”) Stedem is President and Partner of EB5 United, LLC, where he analyzes and
oversees all EB5 United investments throughout their development life cycle. He has extensive
experience in every aspect of real estate development and finance. Prior to EB5 United, from
2010-2014, Mr. Stedem was a trusted consultant for BlackRock, Inc., the largest investment
manager in the world with US$3.67 trillion in assets under management. Prior to that, Mr.
Stedem was on the Executive Team of Pali-Group, a prolific Santa Monica based real estate
development firm concentrating on residential, mixed-use, and hospitality projects. He is also
currently President of an affiliate company of EB5 United, Capital United, LLC, which is a
Registered Investment Advisor with the SEC. Mr. Stedem received his BA from Boston College
and his MBA from the Anderson School at UCLA.

3.2 The Regional Center and its Management

On March 11, 2013, the United States Citizenship and Immigration Services (the “USCIS”)
designated ADVANTAGE AMERICA NEW YORK REGIONAL CENTER, LLC (the “Regional Center”)

9 ORCHARD Business Overview 5

as a regional center under the EB-5 Program. Notice of the Regional Center’s initial
designation is attached as EXHIBIT C. The USCIS has since approved amendments to the
Regional Center’s geographic boundaries and industry categories, as discussed in further detail
below.

The Regional Center is a New York limited liability company established to participate in the
United States EB-5 immigrant investor program pursuant to Section 203(b)(5) of the INA of
1990, as amended (“EB-5 Investor Program”), in order to promote economic growth and
facilitate investment within and surrounding the contiguous geographic area of the State of
New York, and otherwise throughout the United States, as explicitly provided for and specified
in the regulations at 8 CFR 204.6(m)(3)(iv). The Regional Center will directly facilitate
investment into New York through EB5 UNITED NYC VI, LP (“the NCE”). The Regional Center
will promote economic growth within New York by sponsoring the project, which will make
available up to as much as $73,500,000 in capital as a secured at-risk investment to finance a
portion of the development and operation cost of the Project.

The Regional Center is authorized to sponsor and administer qualified projects under the EB-
5 Program in the following geographic scope and industry categories, including:

Geographic Area

State Counties Approval Date

Queens Kings March 11, 2013
Bronx New York March 11, 2013
Westchester Nassau March 11, 2013
Suffolk Dutchess December 23, 2014
New York
Orange Putnam December 23, 2014
Richmond Rockland December 23, 2014
Ulster July 5, 2016
Sullivan September 9, 2016
Bergen Hudson December 23, 2014
Middlesex Morris December 23, 2014
Passaic Sussex December 23, 2014
Essex Hunterdon December 23, 2014
New Jersey
Monmouth Ocean December 23, 2014
Somerset Union December 23, 2014
Mercer Warren September 9, 2016
Pennsylvania Pike December 23, 2014

9 ORCHARD Business Overview 6

 Carbon Lehigh September 9, 2016
Monroe Northampton September 9, 2016
Litchfield New Haven July 5, 2016
Connecticut
Fairfield July 5, 2016

Industrial Categories

NAICS Industry Name Approval Date

2362 Commercial and Institutional Building Construction March 11, 2013
7211 Travelers Accommodation March 11, 2013
7221 Full-Service Restaurant March 11, 2013
39 Construction, Maintenance, and Repair of Nonresidential December 23, 2014
Buildings
391 Private Elementary and Secondary Schools December 23, 2014
4232 Furniture and Home Furnishing Merchant Wholesalers June 14, 2016
4234 Professional and Commercial Equipment and Supplies June 14, 2016
Merchant Wholesalers
4236 Home Appliances and Electrical and Electronic Goods June 14, 2016
Merchant Wholesalers
5413 Architectural, Engineering, and Related Services June 14, 2016
2361 Residential Building Construction September 9, 2016
5312 Offices of Real Estate Agents and Brokers January 26, 2016

The following individuals manage the Regional Center:

Victor T. Shum, CEO

Victor T. Shum is the Chief Executive Officer of the Advantage America EB5 Group (aaeb5.com),
which includes the USCIS federally designated Advantage America New York Regional Center,
Advantage America California Regional Center, Advantage America Hawaii Regional Center,
Advantage America Nevada Regional Center, Advantage America Southern California Regional
Center and Advantage America Seattle Regional Center. He was formerly a partner at the law
firm of Jeffer Mangels Butler and Mitchell LLP where he served as Co-Chair of the Investment
Capital Law Group and was a member of the Global Hospitality Practice and Chinese
Investment Group. Mr. Shum works with private and public companies on equity and debt
financings, securities matters, mergers & acquisitions, real estate and other strategic business
transactions. Mr. Shum has significant experience advising clients on cross-border transactions,
including representing investors and companies in inbound and outbound technology and

9 ORCHARD Business Overview 7

real estate transactions with China, and representing high-net worth individuals, real estate
developers and USCIS regional centers with the EB-5 immigrant investor program, a topic in
which he is a frequent publisher and speaker. Mr. Shum holds a B.Sc. in Materials Science &
Engineering from the University of California, Berkeley and a J.D. from the University of
California, Hastings College of the Law. Mr. Shum has also studied at Peking University and
the University of Hong Kong.

Julia Yong-hee Park, Managing Director

Ms. Julia Yong-hee Park is the Managing Director of the Advantage America EB-5 Group
(aaeb5.com), which includes the USCIS federally designated Advantage America New York
Regional Center, Advantage America California Regional Center, Advantage America Hawaii
Regional Center, Advantage America Nevada Regional Center, Advantage America Southern
California Regional Center and Advantage America Seattle Regional Center. Ms. Park began
her legal career as an associate at Cravath, Swaine & Moore LLP in New York City where she
spent many hours providing sophisticated transactional legal services to Fortune 500
companies and global financial institutions in a variety of financing transactions from bank
loans to equity IPOs. Ms. Park also served as Of Counsel at Levitt & Needleman, P.C., a premier
immigration firm that has been serving a wide-range of business and individual clients
nationally and internationally for over 30 years.

Prior to practicing law, Ms. Park was a simultaneous interpreter in Seoul, Korea. As an
interpreter, she facilitated communications in over 400 seminars and conferences for
international organizations and corporations such as the WTO, OECD and IBM. She also
worked for many VIPs visiting Korea including former U.S. President Bill Clinton and Treasury
Secretary Robert Rubin, as well as various industry leaders such as Lou Gerstner of IBM and
Jeffery Katzenberg of Dreamworks Animation. Ms. Park also served as the youngest adjunct
professor at the Graduate School of Interpretation & Translation at the Hankuk University of
Foreign Studies in Seoul, Korea.

9 ORCHARD Business Overview 8

3.3 The Job Creating Entity (JCE) – the Developer: NINE ORCHARD PARTNERS, LLC (an
Affiliate of DLJ Real Estate Capital Partners, LLC)
The Developer is Nine Orchard Partners, LLC, a Delaware limited liability company organized
on October 25, 2011 and specifically created for the sole purpose of developing, constructing,
owning, and operating, either directly or through a third party, the Project. DLJ Real Estate
Capital Partners, LLC controls RECP Fund IV, L.P., which wholly owns RECP IV Nine Orchard,
LLC, which is the managing member and 99% equity owner of Nine Orchard Partners, LLC.
The managers and executive officers of DLJ Real Estate Capital Partners include, among others
Andrew Rifkin, Carmine Fanelle, Thomas Scott, Martin Clarke, Jason Altberger, and Steven
Carter, all of whose biographies are presented below.

DLJ Real Estate Capital Partners, LLC

DLJ Real Estate Capital Partners, LLC is a Delaware limited liability company organized on
January 6, 1995 as the real estate private equity platform of Donaldson, Lufkin & Jenrette, Inc.
In 2000, Donaldson, Lufkin & Jenrette, Inc. merged with Credit Suisse First Boston. In 2010,
DLJ Real Estate Capital Partners became an independent company when its management team
acquired majority ownership and control of the entity. DLJ Real Estate Capital Partners benefits
from a stable team of experienced investment professionals with a broad range of experience
across real estate investment disciplines, including equity and debt investments, development,
loan restructurings, foreclosures, and bankruptcy reorganizations, in addition to dedicated
asset management, tax, and accounting professionals.

As described by DLJ Real Estate Capital Partners, its investment and operating track record
spans multiple market cycles since its inception in 1995. Through the end of 2016, DLJ Real
Estate Capital Partners and/or its affiliates (collectively “DLJ RECP”) have completed over 200
investments corresponding to approximately $16 billion of real estate transactions.

DLJ RECP’s hospitality track record includes over 50 hotel assets including the underway
development of the hotel Four Seasons Cayo Largo in Puerto Rico that received over
$115,000,000 in loan proceeds from more than 230 EB-5 investors with a 100% I-526 approval
rate. These investments include the development, ownership interests in, and/or management
of hotels across the United States, Caribbean, and Asia. A selection of these investments
includes:

9 ORCHARD Business Overview 9

  Eventi Hotel (New York City, New York)
 Hotel Wales (New York City, New York)
 Four Seasons Cayo Largo (Puerto Rico) (currently under development)
 Ritz-Carlton San Juan Hotel, Spa and Casino (San Juan, Puerto Rico)
 San Juan Grand Beach Resort & Casino (San Juan, Puerto Rico)
 Ocean Key Resort & Spa (Key West, Florida)
 Aruba Marriott Resort & Stellaris Casino (Aruba)
 Aruba Renaissance Resort & Casino (Aruba)
 Curacao Renaissance Resort & Casino (Curacao)
 Portofino Hotel & Yacht Club (Redondo, California)
 Riviera Palm Springs Resort & Spa (Palm Springs, California)
 Harvest Inn (St. Helena, Napa, California)
 Hotel Adagio (San Francisco, California)
 Renaissance Charleston Hotel Historic District (Charleston, South Carolina)
 Nashville Marriott at Vanderbilt University (Nashville, Tennessee)
 Skamania Lodge (Stevenson, Washington)
 The Edgewater (Seattle, Washington)
 Inn & Spa at Loretto (Santa Fe, New Mexico)
 Mar Menor Golf Resort & Spa (Murcia, Spain)
 La Torre Golf Resort Murcia (Murcia, Spain)
 The Park New Delhi (New Delhi, India)
 The Park Bangalore (Bangalore, India)
 The Park Chennai (Chennai, India)
 The Park Visakhapatnam (Visakhapatnam, India)
 The Park Kolkata (Kolkata, India)
 The Park Kolkata Heritage (Kolkata, India)
 The Park Navi Mumbai (Mumbai, India)

DLJ Real Estate Capital Partners’ Principal Executives

9 ORCHARD Business Overview 10

Andrew Rifkin (Managing Partner and Chairman, DLJ Real Estate Capital Partners Investment
Committee)
Mr. Rifkin is the Managing Partner of DLJ Real Estate Capital Partners. He oversees the
company’s global acquisition and asset management activities and has been a senior member
of the firm since its inception in 1995. Mr. Rifkin is Chairman of the Investment Committee
and is actively involved in acquisitions and asset management throughout the company’s
portfolios. Prior to joining DLJ Real Estate Capital Partners, he was a Vice President at Goldman,
Sachs & Co. in the Real Estate Principal Investment area. Mr. Rifkin graduated with honors
from the State University of New York at Binghamton with a B.S. in Mathematics, and earned
an M.S. in Computer Science from Cornell University.

Carmine Fanelle (Chief Operating Officer and member of DLJ Real Estate Capital Partners’
Investment Committee)
Mr. Fanelle is DLJ Real Estate Capital Partners’ Chief Operating Officer and is responsible for
day-to-day management of operations, reporting, and investor relations. He is also a member
of the company’s Investment Committee. Mr. Fanelle has worked with Managing Partner
Andrew Rifkin since 1992, and has been with DLJ Real Estate Capital Partners since its creation
in 1995. From 1998 to 2002, he lived in London and was responsible for several of the
company’s European investments. In 2003, Mr. Fanelle returned to New York and became
Head of Asset Management for the firm. Prior to joining DLJ Real Estate Capital Partners, he
worked at Goldman, Sachs & Co. Mr. Fanelle graduated magna cum laude with a B.S. in
Economics from The Wharton School, where he later earned his M.B.A. He also received a
B.S.E. in Computer Science Engineering from the University of Pennsylvania. Mr. Fanelle
volunteers as a Trustee on the Board of the Far Brook School in New Jersey.

Thomas Scott (Chief Financial Officer)

Mr. Scott is the Chief Financial Officer for DLJ Real Estate Capital Partners. He joined the firm
in 1999 and is based in the company’s New York office, where he is responsible for accounting,
financial reporting, investor reporting, and treasury and tax matters. Prior to joining DLJ Real
Estate Capital Partners, Mr. Scott was Vice President and Controller in the real estate advisory
group of UBS Brinson for five years and handled accounting, financial reporting, and investor
reporting for many of the group’s real estate advisory clients. Earlier in his career, Mr. Scott
worked for a prominent New York City real estate owner/operator, and spent five years with

9 ORCHARD Business Overview 11

the public accounting firm Arthur Andersen as a member of its Real Estate Services Group.
Mr. Scott is a CPA, and received a B.S. in Accounting from St. John’s University.

Martin Clarke (Tax Director and Chief Compliance Officer)

Mr. Clarke is the Tax Director and Chief Compliance Officer for DLJ Real Estate Capital Partners.
He joined the firm in 2000 and is based in New York, where he specializes in U.S. partnership
taxation, tax aspects of cross border investments, and the tax implications of real estate
investments on tax-exempt investors. Prior to DLJ Real Estate Capital Partners, Mr. Clarke was
a Tax Manager for The Peabody Group, a co-venture real estate fund sponsored by J.P. Morgan
and J.W. O’Connor, where he was involved in tax structuring and planning. Before that, he was
a Manager in the New York real estate tax practice of Ernst & Young, LLP. Mr. Clarke is a
licensed CPA. He received a B.S. in Accounting and Finance from the University at Buffalo, and
an M.S. in taxation from Pace University.

Jason Altberger (Managing Director and member of DLJ Real Estate Capital Partners’
Investment Committee)
Based in New York, Mr. Altberger joined DLJ Real Estate Capital Partners in 2000, and is
responsible for acquisitions, asset management, and implementing value-creation strategies.
He serves on the company’s Investment Committee, and has played a significant role in a
number of the firm’s hospitality investments, distressed debt acquisitions, development
projects, and debt restructurings. Prior to joining the company, Mr. Altberger was previously
employed by the real estate merchant banking firm Cheslock, Bakker & Associates and in the
accounting practice of Price Waterhouse. Mr. Altberger is a licensed CPA. He received a B.S.
magna cum laude from Georgetown University, and an M.B.A. with highest distinction from
The Wharton School of the University of Pennsylvania, where he was named a Palmer Scholar.

Steven Carter (Managing Director)

Based in New York, Mr. Carter rejoined DLJ Real Estate Capital Partners in 2016, and is
responsible for acquisitions, asset management, and development. He served as a Principal at
DLJ RECP from 2000-2005. Prior to rejoining DLJ RECP, he co-founded the real estate group
at H.I.G. Capital. Mr. Carter has over 20 years of experience in the commercial real estate
investment and capital markets sectors, focused on sourcing, analysis, and oversight of value-
add and opportunistic real estate equity and debt investments. Mr. Carter was previously

9 ORCHARD Business Overview 12

employed by StoneBeck Capital, H.I.G. Capital, Lazard Fréres, and BlackRock. Mr. Carter
graduated cum laude from Princeton University with a Bachelor of Arts in Political Science and
certificates in Economics and Near Eastern Affairs.

3.4 Project Development Team

Architect: Mancini•Duffy

Mancini•Duffy is a New York-based architecture and interior design firm. Mancini•Duffy was
formed by the 1986 merger of Ralph Mancini Associates, Inc. (established in 1981) and Duffy
Inc. (established in 1955); in 2011, it acquired certain assets of the interior design firm TSC
Design (established in 1995). The firm provides a full range of interior planning, design, and
architecture services as well as specialized services such as computer-aided facility
management, strategic planning, and workplace strategy; graphics and signage; identity and
brand development; and product design.

Recent high-profile projects include headquarters relocations for JPMorgan Chase, the CIT
Group, Condé Nast Publications, and AOL; a headquarters build-out for Time Warner at Time
Warner Center; new television studios and production facilities for NBC Sports Group in
Stamford, CT; and an ongoing renovation of Bloomingdale's flagship store in Manhattan.

Construction Management and Cost Estimation: Gardiner & Theobald, LLP

Gardiner & Theobald (“G&T”) is an independent construction and property consultancy

working across all sectors of the built environment. G&T focuses on minimizing risk and
creating opportunities to maximize the value of its clients’ developments and property assets.
G&T delivers project leadership, commercial success, construction excellence and specialist
consultancy working across all sectors of the built environment. G&T ensures that it remains
a leader in its field by investing in learning and development for everyone across the firm.
The company has 21 office locations across the globe including New York City, Los Angeles,
and London. G&T has extensive experience in the hotel industry, as the company has delivered
on over 10,000 guest keys. The signed proposal with Gardiner & Theobald can be found at
Exhibit L.

Some notable Gardiner & Theobald projects include:

9 ORCHARD Business Overview 13

Corinthia Hotel
London, United Kingdom

The project comprised the conversion of former

government offices by the crown estate into a five-
star hotel set right in the heart of London. This
project involved retention, refurbishment and
renovation of the existing building fabric to provide
a 297-bedroom hotel, together with 12 luxury
apartments, and the Massimo Restaurant, an Italian
restaurant and bar that brings the taste of Italy to
their diners. G&T served both a project
management and cost management role on the
project.

The Ned
London, United Kingdom

G&T was appointed by a joint venture consisting of

Sydell group and SoHo house & co in order to
assemble a design team and act as project manager
and cost consultant for this complex 340,000 sq. ft.
hotel extension, refurbishment and fit-out within
the grade I listed former Midland Bank building in
the city of London.

The hotel includes nine restaurants, 252 bedrooms

channeling 1920s and 1930s design and Ned’s
Club- a range of leisure facilities which include a
rooftop pool, gym, spa, hammam and late night
lounge bar.
Dominating the belly of the building, behind the

9 ORCHARD Business Overview 14

20-tonne, 2m wide vault door, is the original
Midland Bank strongroom, home to The Vault bar
& lounge, lined with 3,800 original safety deposit
boxes. Ned’s Club Upstairs has a heated pool
overlooking the London skyline and two converted
domes with outdoor terraces for eating and
drinking. The Roof Bar features a retractable roof,
offering views of the City and St Paul’s Cathedral.
The Knickerbocker
New York, United States

Designed by Gabellini Sheppard in conjunction with

Peter Poon architects, the original beaux-arts
exterior has been preserved with the knickerbocker
now boasting 330 rooms and suites together with
a 120-seat Charlie Palmer restaurant, as well as a
grand bar, event space and fitness center.
There is also a roof top bar and lounge with an
outdoor wrap-around terrace giving spectacular
views of Times Square and the famous Times
Square Ball.

Built in 1906 by John Jacob Astor IV, the

Knickerbocker was the place to be in the early years
of the 20th Century until Prohibition cut into its
business and the property was converted into
offices in 1921. The building was designated as a
New York City Landmark in 1988.

9 ORCHARD Business Overview 15

 The Millford Plaza/Row Hotel
New York, United States

Located on times square, the 530,000 sf, 1,400

guest room Milford Plaza Hotel - now known as
The Row NYC - has undergone a $155m renovation.

The project included a full gut/renovation of the

guest rooms, construction of a roof top bar, new
sky lobby with access by three glass elevators and
the stripping and glass re-clad of the base of the
buildings.

Hotel Management: DLJ Real Estate Capital Partners

DLJ Real Estate Capital Partners (DLJ) anticipates managing the property itself, through one
or more affiliates4. See Hotel Management Agreement, attached as EXHIBIT D. Over the past
20 years, DLJ Real Estate Capital Partners has developed, owned, or managed over 50 hotels
across the United States, Caribbean, Asia, and Europe. DLJ applies a hands-on approach to all
of its hotels and enhances value through its expertise in creating a design and brand for each
asset that is wholly informed by the asset’s geographical and cultural context. The company
specializes in incorporating non-traditional platforms, such as highly curated retail
programming and unique event spaces, that provide significant additional revenue streams
and synergistically enhance the performance of the hotel. DLJ has been successful at creating
synergies among the numerous businesses of a hotel project that offers a sought-after and
unique experience to guests and outperforms the competitive set of hotels. The company has
a strong history of working with major retailers and celebrity chefs in its projects. DLJ has
been successful in both branded and non-branded hotels, having worked with such brands

4
Pursuant to the terms of the Hotel Management Agreement, DLJ has the right to contract with a third-party
hotel management company to manage day-to-day operations of the hotel.

9 ORCHARD Business Overview 16

as Four Seasons, Ritz-Carlton, Marriott, and Kimpton. DLJ Real Estate Capital Partners is
headquartered in New York City and has additional offices in Los Angeles, Boston, and Hong
Kong.

Market Analyst

HVS Consulting & Valuation Services is the world’s premier hotel consulting and valuation
firm with offices in North America, Europe, Asia, South America and the Middle East. They
enjoy an impeccable worldwide reputation for credibility, excellence and thoroughness. With
a staff of more than 150 professionals, HVS has evaluated tens of thousands of lodging
properties of all sizes in over 6,000 markets.

EB5 Diligence

EB5 Diligence, an Ontario corporation based in Toronto, performs in-depth analysis of EB-5
offerings, which are concluded by issuing a due diligence report.

In performing its analysis, the firm reviews the New Commercial Enterprise agreements (e.g.
Operating Agreement or Partnership Agreement), Confidential Private Offering Memorandum,
business plan and financial projections, all other major agreements (e.g. with developers,
lessees, vendors, etc.), capital structure, historical financial statements, management
background, use of funds, construction timelines and budgets, management systems, market
position, exit strategy, feasibility study, job creation methodology or econometric study, TEA
analysis, precedent or emerging issues documented by USCIS and regional center designation.
The firm also conducts an on-site visit of the proposed site and attempts to meet with
management of the developer, regional center and other related parties.

EB5 Diligence has undertaken an independent review of the offering and certain of the offering
documents, and has undertaken its own due diligence review of the offering.

9 ORCHARD Business Overview 17

 NES Financial

NES Financial Corp., a California corporation, will provide escrow administration and
management services and immigration tracking software for investors in the Partnership in
relation to the Project.

NES Financial has been in the EB-5 industry for several years, and assists in escrowing investor
assets in the subscription phase, comprehensive tracking of funds throughout the project life
cycle, and generating documented audit trails required to complete the immigration process.

Miller Mayer

Miller Mayer is a full-service law firm with offices in Ithaca, New York and Shanghai, China.
For nearly 20 years, Miller Mayer has provided exceptional counsel to regional centers,
developers, and individual EB-5 investors seeking EB-5 capital and visas. Miller Mayer’s EB-5
Practice Group combines an unsurpassed depth and breadth of experience with a
demonstrated capacity to successfully navigate EB-5 projects and immigrant visas through the
immigration process. The firm has the proven experience, expertise, and knowledge of EB-5
law to guide its clients through the complex and evolving standards of EB-5 adjudication.

Michael G. Homeier (Homeier & Law, P.C.)

The Partnership has consulted Michael G. Homeier in preparing the securities documents.
Michael Homeier practices in the area of general business, corporate, transactional, and
business financing law. With nearly 25 years' experience in the corporate and business
transactional field, both as in-house corporate counsel and with private law firms, Mr.
Homeier's practice emphasizes the drafting, negotiation, and review of contracts, including
commercial contracts, financing agreements, factoring packages, intellectual property licensing
agreements, new media, technology, and commercial contracts, and entertainment industry
agreements for both production houses and industry professionals. An integral part of Mr.
Homeier's practice includes a comprehensive "entity practice" involved with the formation,
maintenance, and dissolution of corporations and limited liability companies, both in the for-
profit and non-profit sector.

9 ORCHARD Business Overview 18

Prior to his co-founding of Homeier & Law, P.C., Mr. Homeier practiced business, contract,
corporate, and securities law both as in-house counsel for large public companies (including
Countrywide and Herbalife) and private enterprises, and in association or as of-counsel to
prominent Los Angeles law firms such as Ball Hunt Hart Brown & Baerwitz (now part of
Carlsmith Ball) and Wasserman Comden & Casselman. In the past, Mr. Homeier has also
garnered invaluable experience on the opposite end of the "size spectrum," working with a
sole practitioner in a combined business and civil litigation practice assisting small- and
medium-sized clients, where he authored and then argued two published, precedent-setting
appeals cases, Matthews v. Regents of the University of California (34 Cal. App. 4th 598)
concerning workplace sexual harassment, and Jenkins v. Inglewood Unified School District (34
Cal. App. 4th 1388) regarding breach of a school district employment contract.

In addition to numerous engagements as a university law professor, Mr. Homeier also actively
participates in public speaking engagements, both in the business financing and business law
arenas, and as an inspirational speaker to teenaged and young adult cancer survivors on post-
treatment life success.

Mr. Homeier received his J.D. from University of Southern California and his B.A. from The
University of California, Los Angeles. Mr. Homeier is a member of the State Bar of California.

Economic Impact Consultant: Baker Tilly Capital, LLC

Baker Tilly Capital, LLC (“Baker Tilly Capital”) has expanded its EB-5 service offering with the
strategic combination of Wright Johnson LLC. Together, Baker Tilly Capital has successfully
prepared hundreds of economic studies to evaluate and summarize the job-creation and
economic impact attributed to regional center designation and individual EB-5 projects. Baker
Tilly’s methodologies and economic research are well-vetted and considered to be in
accordance with the best practices and standards of professional economists nationwide. The
economic study conducted by Baker Tilly Capital is referenced throughout this business plan
and will be submitted along with this business plan. Baker Tilly Capital, wholly-owned by Baker
Tilly Virchow Krause, LLP, is a broker-dealer member of FINRA and is approved to offer EB-5
investments. Baker Tilly Capital’s report, titled An Economic Analysis of the 9 Orchard Project
- Final Report, accompanies this Business Plan and is referenced throughout.

9 ORCHARD Business Overview 19

4. PROJECT DESCRIPTION

4.1 Project Site

The Project is located at 9 Orchard Street in Manhattan, bordered by Canal Street to the north,
Orchard Street to the east, and Allen Street to the west. The current site originally consisted
of two parcels, which have since been merged into one parcel: first, the historic Jarmulowsky
Bank Building on the east portion of the site that was purchased in December 2011; and,
second, a 22-foot-by-75-foot site (the “60 Canal Parcel”) on the western portion of the site
that was purchased in March of 2012 (see site plans below). The Developer constructed a new
6-story building on the 60 Canal Parcel that has been physically merged with The Jarmulowsky
Bank Building into one building, providing a larger floorplate for the project from the sub-
cellar level through the 6th floor. Evidence of land ownership by the Developer is included as
Exhibit O.

Project Setup

9 ORCHARD Project Description 20

 Project Site

Significant Developments on the Lower East Side

9 ORCHARD Project Description 21

 The Jarmulowsky Bank Building

The landmarked Jarmulowsky Bank Building opened in 1912 to house Sender Jarmulowsky’s
banking business, which had become a staple within the Lower East Side immigrant
community in the late nineteenth century. The architects, Rouse & Goldstone, designed 9
Orchard in the traditional Beaux-Arts style. A May 28, 1911 article in The New York Times
proclaimed the building, then under construction, to be “the first strictly high-class tall office
building” on Manhattan’s Lower East Side. Its design was “equal in every respect to the

9 ORCHARD Project Description 22

highest-grade banking buildings throughout the city.”5 Only two years after its completion,
with the start of World War I, the bank was forced to close its doors.

After the building’s sale in 1920, a variety of manufacturers of garments and other textile
groups moved into the building. Tenants in 1929 included the American Art Manufacturing
Company, a maker of lace curtains and scarves; a manufacturer of flannel nightgowns; the
Perfect Hemstitching Company; the Public Overall Company; and the Rosebud Housewear
Corporation. From 1945 to the mid-1960s, the building housed the H.W. Perlman Corporation,
a piano manufacturer. Since then it continued to house garment manufacturing businesses
until 2006, when it was purchased and vacated by a real estate investor.

At the time of its construction, the Jarmulowsky Bank Building was a pioneer in the prevailing
skyscraper aesthetic of New York’s major office districts to the Lower East Side. A notable
example of a tripartite, corner skyscraper in which the three major portions of its facades are
differentiated by material, it features a rusticated ground floor executed in Indiana limestone,
an ornate terra-cotta crown, and an essentially unadorned brick portion in between. The
building has an elaborate corner entrance featuring a classical surround with tall, paired Ionic
pilasters and a frieze crowned by a projecting cornice and balustrade. The highlight of the
ground floor is a carved panel directly over the banking-hall entrance, containing a clock. A
finely detailed surround containing rosettes and a helmeted figure—possibly Hermes, the
Greek god of commerce—frames the clock, which is flanked by two seated figures, as well as
various symbols of industry and commerce. Other classically derived features of the building’s
base include its two-story-high round-arched openings, which are crowned by keystones
containing cartouches. The base of the building has square-headed windows at its third floor
and is crowned by a continuous, projecting, denticulated and molded cornice that provides a
clean break from the “shaft” portion of the façade above.

5
“Latest Dealings in Realty Field,” New York Times (May 28, 1911).

9 ORCHARD Project Description 23

 View of Jarmulowsky Bank Building from East on Canal Street

Rooftop View to the Southeast

9 ORCHARD Project Description 24

 Rooftop View to the North

Building Façade at the Corner of Canal and Orchard Streets

9 ORCHARD Project Description 25

4.2 Renovation & Construction
Construction of the Project is currently underway. Once completed, the Project will include a
high-end restaurant, substantial event spaces, and 116 luxury hotel rooms. A bar and lounge
will occupy the historic bank lobby. The second floor of the building will be exclusively event
space. Floors 3-12 will contain an approximately 116-key hotel. Guestrooms located on the
western end of Floor 7 will feature terraces on the rooftop of the new building at 60 Canal.
The rooftop will consist of event spaces with panoramic views of Manhattan and Brooklyn.

The photograph below shows restoration work of the plaster ceiling in the historic bank lobby.

Restoration of Copper Ceiling

9 ORCHARD Project Description 26

 Rendering of Completed Historic Bank Lobby

9 ORCHARD Project Description 27

 Rendering of Rooftop with Restored Dome Spire

Plans for the Project, which are subject to finalization, are provided below.

9 ORCHARD Project Description 28

 Stacking Plan

9 ORCHARD Project Description 29

 First Floor: Commercial/F&B

Second Floor: Event Space/F&B

9 ORCHARD Project Description 30

 Floors 3-6: Guestrooms

Floors 7: Guestrooms

9 ORCHARD Project Description 31

 Floors 8-10: Guestrooms

Floors 11-12: Guestrooms

9 ORCHARD Project Description 32

 Rooftop: Event Space

4.3 Staffing
The operation of the hotel is expected to require over 150 full-time employees, organized in
six operating departments. Figure 4-1 shows the organizational structure of the hotel.

9 ORCHARD Project Description 33

 Figure 4-1: Organizational Chart

Table 4-1 shows the projected Full-Time Equivalent positions (FTE's) on a stabilized basis for
each department of the approximately 116-room 9 Orchard Street Hotel. The FTE Analysis
and Projections were based on the following:
 Review of the hotel pro forma financial statements to assess projected occupancy, Food and
Beverage volume and operations, and the scope of the meetings and events business
 Review of comparable New York City boutique lifestyle hotels to assess the number of
employee labor hours by function
- including the ADR positioning level and quality level of the hotel service offering

9 ORCHARD Project Description 34

 - including union and non-union operated hotels
- including hotels where all Food and Beverage is operated in-house versus those with
some third-party operations
 The number of hours were benchmarked against other independent and branded hotels
and converted to FTE's assuming a regular 40-hour work week

9 ORCHARD Project Description 35

 Table 4-1: Staffing Plan

Months Prior
POSITION To Hotel 40 Hours FTEs Description
Opening

Rooms Department

Front Desk Manager 7 2.0 Responsibilities include, but are not limited to, assisting the Front Office Manager in directing and
supervising the daily operational activities of the hotel’s front desk operations within the established
guidelines to brand standards while ensuring total guest satisfaction.
Rooms Manager 7 1.0 The Rooms Manager is responsible for Executive Housekeeping and Front Office. He/she manages the
general operation of the Front Office e.g. Reception, Reservations, Concierge, Switchboard and Night
Manager.
Executive Housekeeper 7 1.0 The Executive Housekeeper directly reports to the Rooms Manager. The position’s main duties are divided
in spot checking of hotel rooms to ensure standards, authorizing all leave schedules or ensuring control of
expenditures as well as budgets set. An Executive Housekeeper attends weekly executive and sales
meetings as well as the General Manager’s briefings with Front Office and Housekeeping.
Bell Staff 1 3.5 Transporting guest luggage is the bell staff's main duty. At luxury hotels, bell service staff are typically
responsible for unloading luggage at curbside upon a guest's arrival as well as delivering the luggage to a
guest's room after check-in.
Concierge/Receptionist 2 2.0 Responsibilities include, but are not limited to, greeting and assisting with guest arrivals and departures by
handling guest check-ins and check-outs while providing prompt and courteous service, including receiving
telephone calls, guest requests, guest reservations, faxes and ensuring complete guest satisfaction.

Doorperson 1 2.5 The Doorperson ensures that each guest's first and last impression of the hotel is wonderful. He/She greets
guests in an enthusiastic and courteous manner, opens their door and offers them luggage assistance.
Additionally, he/she helps maintains driveway traffic flow to allow main hotel entrance accessibility
and ensure ample space for passenger and luggage loading and unloading.
Housekeeper 1 9.0 Responsibilities include, but are not limited to, providing supervision and assisting in the direction for all
housekeeping activities of the hotel to ensure the highest levels of cleanliness and guest satisfaction are
maintained according to established guidelines.
Housepersons 1 5.0 Responsibilities include, but are not limited to, assuring cleanliness of guest floor corridors, foyers,
stairwells, and public vending areas; assists room attendants in order to maintain the hotel’s standards of
quality.
Public Area Attendants 1 1.5 Responsibilities include, but are not limited to, maintaining cleanliness and order in the public areas of the
hotel.
Front Office Desk/Registration 2 6.0 Responsibilities include, but are not limited to, overseeing all front office operations as well as assisting in
housekeeping and meeting services when and where needed. Directing and supervising the daily
operational activities of the hotel's front desk and breakfast operations within the established guidelines to
brand standards, while ensuring profitability, cost controls, and total guest satisfaction.
Reservationist 2 1.0 Responsibilities include calls from guests who want to make a room reservation, so it is necessary to
understand the rate strategy, be thorough in recording the booking and be quick to spot an opportunity to
upsell. Other aspects of the job can include meeting and greeting clients, liaising with the hotel concierge,
answering emails and telephone enquiries, and working with the rest of the reservationist team to build
customer relations and field complaints.
Other 1 1.0
Trainee 1 0.5
Administrative & General

General Manager 12 1.0 The General Manager’s duties include, but are not limited to, overseeing all day to day operations by
directing staff efforts toward exceptional and complete guest satisfaction, team member productivity,
compliance to brand standards, cost controls, maximizing revenues and hotel profitability.
Assistant General Mangaer 5 1.0 In the absence of the General Manager, the Assistant General Manager will be responsible for all day to
day operations by directing staff efforts toward the same initiatives.
Controller 7 1.0 The Controller position is accountable for the accounting operations of the hotel, the production of
periodic financial reports, maintenance of an adequate system of accounting records, and a
comprehensive set of controls and budgets designed to mitigate risk, enhance the accuracy of the hotel's
reported financial results, and ensure that reported results comply with generally accepted accounting
principles or international financial reporting standards.
Director of Human Resources 7 1.0 The Director of Human Resources Manager supervises and directs all financial, payroll, and human
resource activities of the hotel property, safeguards the assets, and prepares and interprets all
financial reports in accordance with the Generally Accepted Accounting Principles.
Accounting Manager 4 3.0 The Accounting Manager supervises and directs all financial, payroll, and human resource activities of
the hotel property, safeguards the assets, and prepares and interprets all financial reports in
accordance with the Generally Accepted Accounting Principles.

9 ORCHARD Project Description 36

 Months Prior
POSITION To Hotel 40 Hours FTEs Description
Opening

Human Resources Specialists 2 1.0 Human Resources Specialists are responsible for recruiting, screening, interviewing and placing workers.
They may also handle employee relations, payroll, benefits and training. Human resources managers plan,
direct and coordinate the administrative functions of an organization. They oversee specialists in their
duties, consult with executives on strategic planning, and link a hotel's management with its employees.

Administrative 2 2.0 Performs administrative and office support activities for multiple supervisors. Duties may include fielding
telephone calls, receiving and directing visitors, word processing, creating spreadsheets and presentations,
and filing.
Security Director 4 1.0 Security Directors are required to ensure the security of equipment, information, and personnel of an
organization from fraud, internet hacking, physical assault, industrial espionage, terrorism, robbery, among
other threats. They plan, direct and monitor the implementation of security systems for protection of
industrial and commercial organizations. These professionals are also responsible for hiring, training and
supervising new employees who would be a part of the department of security and safety.

Security 3 3.0 Secures premises and personnel by patrolling property; monitoring surveillance equipment; inspecting
buildings, equipment, and access points; permitting entry. Obtains help by sounding alarms.
Trainee 1 0.5
Marketing

Director of Sales 11 1.0 Responsible for recruiting, selecting, and training key staff and for obtaining profitable results through the
sales team by developing the team through motivation, counseling, skills development and product
knowledge development. Responsible for developing a business plan covering sales, revenue, and expense
controls, meeting agreed targets, and promoting the organization’s presence. Liaison with departmental
heads, general manager, and revenue management.
Director of Revenue Management 7 1.0 Oversee revenue management and distribution strategy of the hotel and manage day to
day yield operations. Daily pick-up analysis, strategy adjustments and reporting, analyze overall monthly
hotel performance and provide summary report with recommendations to improve long term strategies.
Group Sales Manager 3 1.0 The Group Sales Manager is a critical part of any sales-based organization. These individuals can be found
in offices around the world. In general, a group sales manager is responsible for attracting new clients and
ensuring that existing clients are satisfied and retained.
Business Transient Sales Manager 3 1.0 Develops strategy for and initiates potential business account interest, solicits and negotiates contracts for
hotel business for a specific assigned markets.
Sales Manager 7 1.0 Achieves maximum sales profitability, growth and account penetration within an assigned territory and/or
market segment by effectively selling the hotel's products and/or related services. Personally contacts and
secures new business accounts/customers. Generates revenue by developing market potential through
forecasting, lead generation, qualification, and closing sales.
Sales Staff 3 2.0 The role of a sales staff is pivotal. Typically, sales staff are the first people customers interact with when
they contact a hotel to book.
Administrative 3 2.0 Performs administrative and office support activities for multiple supervisors. Duties may include fielding
telephone calls, receiving and directing visitors, word processing, creating spreadsheets and presentations,
and filing.
Trainee 1 0.5

Information & Telecom

Director of Information Technology 5 1.0 The information technology director is responsible for the overall planning, organizing, and execution of all
IT functions at the location. This includes directing all IT operations to meet customer requirements as well
as the support and maintenance of existing applications and development of new technical solutions.

Service Agent 3 3.0 Guest service agents answer telephone calls from guests seeking to make or cancel hotel reservations.
They greet arriving guests, assign rooms, issue keys, and collect guest payment and billing information.
Repairs & Maintenance

Chief Engineer
Enginering Manager
Maintenance Engineers/Handymen
Food - Restaurant & Café
10 1.0 Responsibilities include, but are not limited to, the preventive maintenance and repair of the hotel’s
mechanical/electrical systems including all hotel’s operating equipment, and for the general maintenance
and upkeep of the physical plant, FF&E and ground.
6 1.0 1) Confer with management, production, and marketing staff to discuss project specifications and
procedures. 2) Coordinate and direct projects, making detailed plans to accomplish goals and directing the
integration of technical activities.
3 6.0 Responsible for performing multiple repair and maintenance tasks throughout the day, which could include,
but is not limited to: carpentry work; electrical; plumbing; painting; HVAC; flooring; outdoor landscaping
and snow removal; general facility repairs.

Executive Chef 10 1.0 Responsibilities include, but are not limited to, all aspects of managing the culinary operations for the hotel
and ensuring the quality preparation of all menu items through proper food handling and storage of all
food items in accordance with health statutes and hotel standards. Coordinates the purchase of all food
items and establishing practices, standards, and procedures for purchasing, receiving and storage;
additionally, coordinates the development of all menus, maintaining food and labor costs.

9 ORCHARD Project Description 37

 Months Prior
POSITION To Hotel 40 Hours FTEs Description
Opening

Restaurant Manager 3 2.0 Responsibilities include, but are not limited to, recruiting, training and supervising staff, agreeing and
managing budgets, planning menus, ensuring compliance with licensing, hygiene and health and safety
legislation/guidelines.
Restaurant Assistant Manager 3 1.0 Restaurant assistant managers make sure employees perform a variety of tasks, from preparing the food,
stocking supplies, serving, charging people for their food, handling cash, credit cards, and a cash register,
cleaning tables and counters, resetting tables, greeting customers and answering questions.
Attendant 1 4.5 Attendants work in specific areas in the restaurant to keep items clean, stocked, and keep the customers
happy. They provide service for customers and make sure that each experience is as special as possible.
Cashier/Greeter 1 3.5 Responsible for taking money in the form of cash, check, or credit card from patrons in exchange for food
or services. Scans items, provides change, balances drawer, and processes card transactions.
Service 1 7.0 Responsibilities include, but are not limited to, coordinating, delivery and service of menu items while
providing a friendly, courteous and timely manner resulting in complete guest satisfaction. Service staff
may be requested to assist in the delivery of room service orders to guest rooms.
Utility/Kitchen Staff 2 4.0 Responsibilities include, but are not limited to, assisting chefs in the preparation of all items for the food
and beverage outlets.
Banquets

Director of Banqueting 7 1.0 A director of banquets is responsible for directing assistant banquet managers, captains, servers, and a set-
up department in the day-to-day operations of a banquet department; management of a banquet
department; maintaining quality standards; and anticipating and fulfilling the expectations of guests as
outlined in banquet event orders.
Banquet Services Manager 3 1.0 Responsibilities include, but are not limited to, hiring, training and directing banquet staff in servicing all
banquet activities in order to ensure a successful and repeat business.
Attendants 1 4.0 Attendants work in specific areas to keep items clean, stocked, and keep the customers happy. They
provide service for customers and make sure that each experience is as special as possible.
Service 1 5.0 Responsibilities include, but are not limited to, the setting-up of the banquet room and serving food
and/or beverages in a friendly, courteous, and professional manner according to established standards set
by the hotel.
Utility/Kitchen Staff 2 5.0 Responsibilities include, but are not limited to, assisting chefs in the preparation of all items for the food
and beverage outlets.
Catering

Director of Catering 7 1.0 A director of catering is a food preparation and service manager who typically works to serve larger
groups. They supervise the creation of a menu and then oversees preparation, service, and cleanup. This
person may supervise middle managers who run service or aspects of the kitchen as well.
Catering Services Manager 3 1.0 This position is responsible for participating in the development and implementation of sales strategies,
plans, and programs primarily designed to increase catering events, maximize revenues, and promote a
positive image of the hotel. Responsibilities include the implementation of various strategies including
direct and/or indirect sales, special event promotions and community & municipal relations, etc.
Responsibilities also include conducting periodic market research to provide information essential for
revising current collateral, which enhance the hotel’s competitiveness in the marketplace, as well as for
fiscal and operational analysis as appropriate.
Attendants 1 4.0 Attendants work in specific areas to keep items clean, stocked, and keep the customers happy. They
provide service for customers and make sure that each experience is as special as possible.
Service 1 6.0 Responsibilities include, but are not limited to, coordinating, delivery and service of menu items while
providing a friendly, courteous and timely manner resulting in complete guest satisfaction. Service staff
may be requested to assist in the delivery of room service orders to guest rooms.
Utility/Kitchen Staff 2 4.0 Responsibilities include, but are not limited to, assisting chefs in the preparation of all items for the food
and beverage outlets.
In-Room Dining

Room Service Manager 7 1.0 Responsibilities include, but are not limited to, the coordination, delivery and service of menu items while
providing friendly and courteous service in a timely manner resulting in complete guest satisfaction.

Cashier/Phone Answering 1 3.5 Responsible for taking money in the form of cash, check, or credit card from patrons in exchange for food
or services. Scans items, provides change, balances drawer, and processes card transactions.
Service 1 3.0 Responsibilities include, but are not limited to, coordinating, delivery and service of menu items while
providing a friendly, courteous and timely manner resulting in complete guest satisfaction. Service staff
may be requested to assist in the delivery of room service orders to guest rooms.
Kitchen Staff 2 1.5 Responsibilities include, but are not limited to, assisting chefs in the preparation of all items for the food
and beverage outlets.
Bar & Lounge

Bar Manager 7 1.5 The Bar Manager is an individual who directs, controls and plans the activities of a bar.
The duties and responsibilities of a bar manager revolve around planning, supervising and allocating the day-
to-day operational activities of the bar.

9 ORCHARD Project Description 38

 Months Prior
POSITION To Hotel 40 Hours FTEs Description
Opening

Beverage Manager 3 1.0 Responsible for the beverage operations for the restaurant and hotel. Beverage managers hire staff,
purchase food and stock, and make sure everyone is trained on proper food preparation, proper and legal
alcoholic beverage service kitchen safety techniques and understand health standards.
Bartenders 2 3.5 Responsible for duties including, but not limited to, the preparation and service of beverages, both
alcoholic and non-alcoholic, and food to the guests in a friendly, courteous, and timely and manner,
resulting in guest satisfaction.
Attendants 2 3.0 Attendants work in specific areas to keep items clean, stocked, and keep the customers happy. They
provide service for customers and make sure that each experience is as special as possible.
Service/Wait Staff 1 5.0 Responsibilities include, but are not limited to, coordinating, delivery and service of menu items while
providing a friendly, courteous and timely manner resulting in complete guest satisfaction. Service staff
may be requested to assist in the delivery of room service orders to guest rooms.
Kitchen Staff 2 1.5 Responsibilities include, but are not limited to, assisting chefs in the preparation of all items for the food
and beverage outlets.
Other 1 1.0
Total 152.5

4.4 Subject Property Area Profile

Lower East Side

The Project is located on Manhattan’s Lower East Side, a neighborhood bounded by Houston
Street, the Bowery, the Manhattan Bridge, and the East River, with one of the neighborhood's
central thoroughfares being Orchard Street. Once a Jewish wholesale enclave, this street is a
true multicultural blend of experiences, with trendy boutiques, cafés, and velvet-roped
nightclubs, sprinkled among dry-goods discounters and mom-and-pop shops selling
everything from T-shirts to designer fashions.

It was here that the New York garment industry began. What has once been known as one
of New York's favorite bargain beats has now become a neighborhood dominated by cutting-
edge designers and boutiques. The Project also borders and has been heavily influenced by
Manhattan's famous Chinatown, which is described in more detail in the next section.

Demographics

Based on data from the 2010 United States Census, the area covers 535.91 acres (216.88 ha),
the neighborhood has a population density of 136.1 inhabitants per acre (87,100/sq mi;
33,600/km2).

The racial makeup of the neighborhood is 24.9% (18,166) Asian, 22.6% (16,453) White, 10.9%
(7,931) African American, 0.2% (142) Native American, 0.0% (13) Pacific Islander, 0.3% (191)

9 ORCHARD Project Description 39

from other races, and 1.6% (1,191) from two or more races. Hispanic or Latino of any race are
39.6% (28,870) of the population.

Arts & Entertainment

The Lower East Side has become a hub for major museums, contemporary art galleries, and
creative businesses. The neighborhood is home to numerous contemporary art galleries who
participate in global art fairs such as Art Basel, Frieze, and the Armory. In December 2007, the
New Museum relocated to a brand-new, critically acclaimed building on Bowery and Prince
Street designed by Tokyo-based architects Kazuyo Sejima and Ryue Nishizawa. A growing
number of museums and galleries have moved to the Bowery neighborhood to be near the
museum. The Museum of Reclaimed Urban Space, which opened in 2012, exhibits
photography featuring the neighborhood in addition to chronicling its history of activism.
Over the years, the neighborhood has been home to several acclaimed artists, such as Jean-
Michel Basquiat and Keith Haring.

As the neighborhood has gentrified, it has become a popular late-night destination. On

weekend nights, the area’s streets are lined with people moving from bars to concerts to
speakeasies. The Lower East Side is home to many live music venues, such as Pianos, Bowery
Electric, and Otto’s Shrunken Head.

The Lower East side is the location of the Slipper Room, a vaudeville theatre on Orchard and
Stanton. Lady Gaga, Leonard Cohen and U2 have all appeared there, while popular downtown
performers Dirty Martini, Murray Hill and Matt Fraser often appear. Variety shows are regularly
hosted by comedians James Habacker, Bradford Scobie, Matthew Holtzclaw and Matt Roper
under the guise of various characters.

Transportation

There are multiple New York City Subway stations in the neighborhood, including Grand Street
(B D), Bowery (J Z), Second Avenue (F), Delancey Street – Essex Street (F J M Z), and East
Broadway (F). New York City Bus routes include M9, M14A, M14D, M15, M15 SBS, M21, M22,
M103, B39.

9 ORCHARD Project Description 40

The Williamsburg Bridge and Manhattan Bridge connect the Lower East Side to Brooklyn.
Access to the FDR Drive, one of the city's main highways, is on the neighborhood's south and
east ends. There are multiple bike lanes in the area, making the neighborhood one of the
city’s most accessible. The Lower East Side is expected to be served by the Citywide Ferry
Service starting in 2018.

Nearby Developments

Essex Crossing

Essex Crossing, within five blocks of the Project, is a $1 billion development in the Lower East
Side proximate to the intersection of Essex and Delancey Streets. Upon completion, the
development is expected to comprise 1,000 new apartments, 400,000 square feet of office
space, and 800,000 square feet of retail space over nine sites. The development will also
feature a 15,000-square-foot public park, a medical facility operated by NYU Langone Medical
Center, and a cineplex. The entire project is scheduled for completion by 2024. Renderings of
the Essex Crossing project are shown below.

One Manhattan Square

9 ORCHARD Project Description 41

Extell’s One Manhattan Square is being strongly marketed to international clientele from Asia
and Europe. This 800-foot-tall modern glass condominium tower, which offers 815 condos for
sale and 100,000 square feet of amenities, has a projected sell-out of $2.1 billion. Amenities
at the project include a cigar room, outdoor dining areas, a cellar bar, a 70-seat movie theater,
fitness studios and gym, a bowling alley, and a dog spa. The expected increased foot-traffic
from these projects is already being reflected in the area’s retail rents, which are now soaring
to record highs of over $100 per square foot per year. See below for a rendering of the
project.

247 Cherry Street

Neighboring Extell’s 80-story condo tower, JDS Development is planning a 900-foot, 77-story
tower for 247 Cherry Street. The building is anticipated to hold 600 rental apartments with
significant amenities. See below for a rendering of the project.

9 ORCHARD Project Description 42

260 South Street

Joining Extell’s One Manhattan Square and JDS Development Group’s 900-foot tower, L+M
Development Partners and CIM Group have revealed plans for the development of two
skyscrapers north of the Brooklyn Bridge. The 798- and 728-foot towers are estimated to
contain 69 and 62 stories, respectively, and hold 1,350 rental apartments. See below for a
rendering of the project (middle buildings).

9 ORCHARD Project Description 43

259 Clinton Street

The Lower East Side is anticipated to have another tower emerge on 259 Clinton Street,
developed by Starrett Corporation. This 700-foot skyscraper, adjacent to CIM and L&M’s
impending development, is expected to have 732 rental apartments. Starrett plans on starting
construction in 2018.

In total, the projects described above will bring nearly 4,500 new luxury apartments to the
neighborhood. The significant luxury residential development will be a part of the area’s
transformation and will aid the neighborhood’s retail and hotel businesses.

Chinatown

The Project Site is also on the outskirts of Manhattan's famous Chinatown, a lively
neighborhood full of good values in restaurants and food shopping. Chinatown is a much
larger neighborhood in population and area than it used to be a few decades ago. Bordering
the Lower East Side to its east, Chinatown is one of New York City’s most culturally rich
neighborhoods. Its cobblestone streets contain vibrant restaurants that embody every
province of mainland China. Mr. Fong’s, an up-and-coming bar at the corner of Market and
Madison Streets, features Chinese-inspired cocktails and bar bites that invite a multiplicity of
New Yorkers. The area has become a fashion industry favorite, with a typical night in the

9 ORCHARD Project Description 44

neighborhood including everyone from Vogue editors to designers to artists. Overall, the area
has transformed into one of New York City’s most cutting-edge neighborhoods.

9 Orchard and Chinatown

Pell Street in Chinatown

(5 Blocks from Project Site)

9 ORCHARD Project Description 45

 Mott Street in Chinatown
(6 Blocks from Project Site)

Silicon Alley

The Project is approximately 2 miles from “Silicon Alley,” which refers to the corridor that
connects Midtown to Lower Manhattan, running past the Flatiron building at Madison Square
Park and Union Square towards Soho. The area is where a wave of new media tech startups
began to operate in the mid-1990s. The area has become the hub of the New York City
metropolitan region's high tech industries including, the Internet, new media,
telecommunications, digital media, software development, game design, financial technology
(fintech), and other fields within information technology that are supported by the area's
entrepreneurship ecosystem and venture capital investments. Located in Silicon Alley are the
New York headquarters of such tech sector giants as Google, Facebook, Twitter, Vimeo,

9 ORCHARD Project Description 46

Spotify, Tumblr, and Vine. According to an article published in CNN Money, New York City
hosted 300,000 employees in the tech sector as of 2014.6

In 2015, Silicon Alley generated over US$7.3 billion in venture capital investment7, most based
in Manhattan, as well as in Brooklyn, Queens, and elsewhere in the region. High technology
startup companies and employment are growing in New York City and across the metropolitan
region, bolstered by the city's emergence as a global node of creativity and entrepreneurship,
social tolerance, and environmental sustainability, as well as New York's position as the leading
Internet hub and telecommunications center in North America, including its vicinity to several
transatlantic fiber optic trunk lines, the city's intellectual capital, and its extensive outdoor
wireless connectivity.

6
Eugenios J, Hargreaves S, Rawlins A "The most innovative cities in America". CNNMoney, 7 October 2014.
7
"Venture Investment - Regional Aggregate Data". National Venture Capital Association and
PricewaterhouseCoopers. Retrieved 22 April 2016.

9 ORCHARD Project Description 47

4.5 Economic Impact to the Region
The economic impact analysis conducted by Baker Tilly Capital, LLC finds that the Project will
generate significant and positive economic benefits for the regional economy, as detailed in
Table 4-2: .

Table 4-2: Economic Impact to the Region

Summary Measures of Economic Impact for the Project
Category 2014 – To-Date Project as a Whole

Total Household income from:

Construction $65,336,000 $215,086,000
FF&E Purchases $41,000 $2,579,000
A&E Services $4,980,000 $7,187,000
Hotel Operations $8,700,000
Food and Beverage Operations $7,257,000

Total the above categories $70,357,000 $240,809,000

Demand (output) for:

Professional and business support services $11,564,000 $28,015,000

Utilities $665,000 $2,758,000

Maintenance and repair construction $31,553,000 $104,074,000

Supplier/vendor links with manufacturers $4,812,000 $17,141,000

Total these 4 categories $48,594,000 $151,988,000

Source: Economic Analysis by Baker Tilly Capital, LLC

9 ORCHARD Project Description 48

5. MARKET ANALYSIS

The following job creating industries were used as part of the economic analysis to determine
job creation as part of the Project.

5.1 Industry Activities

Non-Residential Building Construction – NAICS code 2362: This industry comprises
establishments primarily responsible for the construction (including new work, additions,
alterations, maintenance, and repairs) of industrial buildings (except warehouses). The
construction of selected additional structures, whose production processes are similar to those
for industrial buildings (e.g., incinerators, cement plants, blast furnaces, and similar non-
building structures), is included in this industry. Included in this industry are industrial building
general contractors, industrial building operative builders, industrial building design-build
firms, and industrial building construction management firms.

Furniture and Home Furnishings Merchant Wholesalers – NAICS code 4232: This industry
comprises establishments primarily engaged in the merchant wholesale distribution of
furniture (except hospital beds, medical furniture, and drafting tables). Also, this industry
comprises establishments primarily engaged in the merchant wholesale distribution of home
furnishings and/or housewares.

Professional and Commercial Equipment and Supplies Merchant Wholesalers – NAICS

code 4234: This industry comprises establishments primarily engaged in the merchant
wholesale distribution of commercial and related machines and equipment (except
photographic equipment and supplies; office equipment; and computers and computer
peripheral equipment and software) generally used in facilities and stores.

Household Appliances and Electrical and Electrical Goods Merchant Wholesalers — NAICS
code 4236: This industry comprises establishments primarily engaged in the merchant
wholesale distribution of electrical construction materials; wiring supplies; electric light fixtures;
light bulbs; and/or electrical power equipment for the generation, transmission, distribution,
or control of electric energy. Also, this industry comprises establishments primarily engaged
in the merchant wholesale distribution of household-type gas and electric appliances (except

9 ORCHARD Market Analysis 49

water heaters and heating stoves (i.e., non-cooking), room air-conditioners, and/or household-
type audio or video equipment. This industry is not discussed in detail, as it is secondary to
the focus on restaurant business activities.

Architectural, Engineering, and Related Services — NAICS 5413: This industry comprises
establishments primarily engaged in planning and designing residential, institutional, leisure,
commercial, and industrial buildings and structures by applying knowledge of design,
construction procedures, zoning regulations, building codes, and building materials. Also, this
industry comprises establishments primarily engaged in applying physical laws and Principals
of engineering in the design, development, and utilization of machines, materials, instruments,
structures, processes, and systems. The assignments undertaken by these establishments may
involve any of the following activities: provision of advice, preparation of feasibility studies,
preparation of preliminary and final plans and designs, provision of technical services during
the construction or installation phase, inspection and evaluation of engineering projects, and
related services. This industry is not discussed in detail, as it is secondary to the focus on
restaurant business activities.

Traveler Accommodation – NAICS code 7211: This industry comprises establishments

primarily engaged in providing short-term lodging in facilities known as hotels, motor hotels,
resort hotels, and motels. The establishments in this industry may offer food and beverage
services, recreational services, conference rooms and convention services, laundry services,
parking, and other services. This industry comprises establishments primarily engaged in
providing short-term lodging in hotel facilities with a casino on the premises. The casino on
premises includes table wagering games and may include other gambling activities, such as
slot machines and sports betting. These establishments generally offer a range of services and
amenities, such as food and beverage services, entertainment, valet parking, swimming pools,
and conference and convention facilities. This U.S. industry comprises establishments primarily
engaged in providing short-term lodging in facilities known as bed-and-breakfast inns. These
establishments provide short-term lodging in private homes or small buildings converted for
this purpose. Bed-and-breakfast inns are characterized by a highly personalized service and
inclusion of a full breakfast in the room rate.

9 ORCHARD Market Analysis 50

Restaurants and Other Eating Places – NAICS code 7225: This industry group comprises
establishments primarily engaged in one of the following: (1) providing food services to
patrons who order and are served while seated (i.e. waiter/waitress service), and pay after
eating; (2) providing food services to patrons who generally order or select items (e.g., at a
counter, in a buffet line) and pay before eating; or (3) preparing and/or serving a specialty
snack (e.g., ice cream, frozen yogurt, cookies) and/or nonalcoholic beverages (e.g., coffee,
juices, sodas) for consumption on or near the premises.

5.2 Hotel Market

The JCE has obtained a report from HVS Consulting & Valuation, titled Market Study: Proposed
9 Orchard Hotel, and dated July 5, 2017 (“Market Study”). This section consists of excerpts
from relevant portions of the Market Study. The complete report is attached as EXHIBIT A.

4. Manhattan Lodging Overview

Historical Trends

Hotel performance in the Manhattan lodging market has experienced some wide fluctuations over the
course of up and down economic cycles since 1989. Between January 1989 and December 2016, the
market was affected by three national recessions, which produced some dramatic dips in demand. The
first two recessions (in 1990/91 and 2001, respectively) lasted approximately eight months, while the
most recent began in late 2008 and stretched for 18 months—making it the most serious and prolonged
economic setback in the U.S. since World War II.

The following graph illustrates the dynamics between supply and demand in Manhattan. The percent
changes in supply and demand reflect a twelve-month moving average from January 1989 through
December 2016. The recessionary periods, which were all followed by a sharp decline in demand, are
highlighted in yellow.

9 ORCHARD Market Analysis 51

 Notably, the minor decline in demand in 2006 was a result of the massive popularity of an art exhibit
held in Central Park in the winter of 2005; the exhibit, known as “The Gates,” attracted between one
and one-and-a-half million additional visitors to Manhattan during the low season for tourism, and
demand normalized the following year. The conversion of several hotels to condominiums during this
period further contributed to the decline in demand. Demand declines in Manhattan have been typically
short-lived (between 12 to 16 months) and followed by steep increases, a testament to the market’s
resiliency.

The most recent and most serious recession (in terms of duration and severity) coincided with a sharp
increase in hotel supply in the Manhattan lodging market. Nevertheless, hotel demand did not suffer
as much as during the previous two recessions. Demand bottomed out at -4.3% in August 2009,
whereas demand fell - 9.9% in March 2002 and -6.1% in October 1991. Manhattan hotel demand also
experienced its strongest rebound following the 2008/09 recession. In August 2010, the Manhattan
market registered an increase in demand of 11.6%—the strongest year-over-year growth in demand
over the last 27 years.

This significant recovery reflects Manhattan’s growing diversity of major demand generators. New York
City boasts a status as the world’s financial capital, with international banking and investment

9 ORCHARD Market Analysis 52

 institutions drawing in commercial travelers year round. The city is also an international cultural
destination, and leisure travelers descend on Manhattan by the millions each year, particularly in the
spring and summer months. Tourism and commercial business continues to expand in the market,
increasing the call for hotel rooms and supporting strong demand fundamentals for local hotels.

Through year-end 2016, demand growth modestly outpaced increases in supply; on a twelve-month
moving average, supply increased at 4.9% compared to 5.5% demand growth.

Changes in Hotel Supply

Strong barriers to entry in the Manhattan market historically meant a minimal expansion of hotel supply;
from 2004 through 2006, supply actually decreased because of the conversion of several hotels to
condominiums. Since early 2009, however, the market has consistently registered strong year-over-year
supply growth. From January 2009 to December 2016, supply increased by 39.1% on a twelve-month
moving average. During each month from December 2009 through January 2012, supply growth
exceeded 5% on a twelve-month moving average. The pipeline of new supply slowed somewhat in the
years that followed, but picked up from July 2014 through February 2015, surpassing 5% growth per
month yet again.

Throughout 2015, supply growth stood above 3.0% for the majority of the year, though the pace of
growth began to moderate slightly during the fourth quarter.

Through the first half of 2016, supply levels continued to rise by an average of 3.3% per month; this
pace accelerated to 4.6% per month in the second half of the year, resulting in average monthly supply
growth of 4.0% for 2016 on a twelve-month moving average.

Historically, the Manhattan market has been undersupplied. For more than a quarter century,
compounded average annual demand growth has outpaced corresponding growth in supply, as
indicated in the previous chart. Manhattan ranks among a select few of the top 25 U.S. lodging markets
that have maintained such a positive differential between supply and demand.

The trend of inventory growth recorded from 2009/10 through 2016 is anticipated to continue at record
levels through 2018. Although we expect a tapering of growth in new supply beyond 2018, as hotel
financing has become scarcer and land costs have remained high, the supply pipeline at present for
2019 remains robust, as will be presented subsequently in this report.

9 ORCHARD Market Analysis 53

 Manhattan’s favorable supply and demand dynamics have translated into strong occupancy levels for
area hotels, despite some relatively brief occupancy declines. The following graph illustrates occupancy
trends as a twelve-month moving average from January 1989 to December 2016.

Occupancy in Manhattan suffered some volatility over the illustrated period, particularly during the
recessions of the early 1990s and 2000s. Occupancy recovered, however, and held fast in the mid-80s
from 2005 through 2008, which suggests that Manhattan hotels, overall, were at close to maximum
capacity during that time.

While the 2008/09 recession once again sent occupancy reeling, the decline was not nearly as severe
or drawn out as that following the 2001 recession, despite the increase in hotel supply. Occupancy
dipped below the 80% threshold for only six consecutive months in 2009, whereas occupancy remained
in the low-to-mid 70% range from July 2001 to April 2004—a span of 34 months.

Comparative growth over the same periods illustrates occupancy’s relatively strong recovery following
the most recent downturn. During the expansion period following the 2001 recession, occupancy
remained above 85% for 15 consecutive months. As of December 2016, occupancy has remained above
85% for 55 consecutive months, hitting an all-time high of 87.2% in December 2014; in 2016, monthly
occupancy on a twelve-month moving average remained relatively stable, fluctuating in the narrow

9 ORCHARD Market Analysis 54

 range between 86.2% and 86.8%, the height of which was registered in the most recent December
period.

The following graph illustrates average rate levels as a twelve-month moving average for Manhattan
hotels from January 1989 to December 2016.

Registering at $278.49 as of year-end 2016, average rate sat approximately 11.5% below its prior peak
of $313.78 in September 2008. Average rate reached a post- recession height of $292.59 in November
2014. Unlike occupancy in the market, which has soared since the last recession, both average rate and
RevPAR levels for Manhattan hotels have yet to fully recover from the downturn. Indeed, the increase
in supply has hindered average rate recovery. Although demand fundamentals in Manhattan have
remained strong and overall occupancy has stood solidly in the mid-80s, many hotel operators have
either kept average rates flat or even lowered them for fear of losing market share.

The following graph illustrates RevPAR levels in the Manhattan lodging market from January 1989 to
year-end 2016.

9 ORCHARD Market Analysis 55

 Like average rate, RevPAR in Manhattan has leveled off in the past three years. Despite almost five
years of steady gains, the latest available figures (from December 2016) show RevPAR approximately
10.2% below its historical peak in September 2008. Yet both average rate and RevPAR for Manhattan
hotels have increased significantly since 1989, particularly during the expansion period following the
2001 recession.

RevPAR has been slower to recover from the most recent recession. Compounded annual growth from
January 2010 to June 2012 was 8.6%, indicating a strong pace of recovery; however, from July 2012
through December 2016, the rate declined to approximately 1.0%. This deceleration in recovery has
postponed the market’s ability to surpass the 2008 peak; thus, we have consequently adjusted the
forecast of when the market could return to its record RevPAR levels.

The following graph illustrates percent changes in occupancy and average rate as a twelve-month
moving average from January 1989 to December 2016.

9 ORCHARD Market Analysis 56

 Average rate volatility in the Manhattan lodging market has become more pronounced over the
illustrated period; however, it is worthy to note that this trend in part reflects the growing number of
hotels reporting average rates to STR or through online resources such as Expedia. The immediate
availability of lodging data has created a higher level of transparency in the market, enabling local hotel
operators to react quickly to shifts in competitors’ average rates. Furthermore, Manhattan’s lodging
industry grows more competitive as new hotels continue to open.

The most significant shifts in average rate came in the wakes of past recessions, as hotel operators cut
prices to capture more rate-conscious demand. Average rates have demonstrated a capacity to rebound
following some of the most precipitous declines. Average rate in Manhattan plummeted 17.2% in
August 2002; four years later, however, rates surged by a comparable magnitude of 17.5%.

Relatively healthy occupancy levels in Manhattan during and following the 2008/09 recession came
largely at the expense of even more sizeable cuts in average rate; percent change in average rate
bottomed out at 22.7% in January 2010.

Nevertheless, average rate rebounded faster and stronger following the most recent recession than
after either of the previous two contractions.

9 ORCHARD Market Analysis 57

 Since 2011, however, average rate growth has decelerated. As occupancy levels fluctuated, operators
maintained healthy average rate growth through 2012, 2013, and most of 2014. Yet as new hotels
continued to enter the market, average rate growth slowed in late 2014 and declined in August 2015.

Average rate then further declined for 15 consecutive months, with the most significant monthly decline
registered in October 2016 at -4.2% on a twelve-month moving average. However, this trend began to
reverse in November, with respective declines of -3.5% and -2.9% registered in November and
December 2016 on a twelve-month moving average. On a year-over-year basis, these months actually
registered rate improvements of 3.9% and 1.3%, respectively. Although the market is still considered
highly volatile in terms of rate growth, this trend demonstrates that rate may have bottomed out in
the current down cycle. Operators also remain optimistic that this trend will be sustained through Q1
2017, a traditionally weak period for the market.

Supply versus Average Rate Changes for Manhattan Hotels

The following graph illustrates percent changes in hotel supply and average rate as a twelve-month
moving average from January 1989 to December 2016.

9 ORCHARD Market Analysis 58

 Periods of economic recovery and expansion in a lodging market are characterized by strong growth
in average rates, and this has been evident in Manhattan. The market realized 27 consecutive months
of double-digit increases in average rate from January 1997 to March 1999, followed by 46 consecutive
months of rising average rates from November 2004 to August 2008. The market experienced its
steepest rise in average rate growth during the expansion period following the 2001 recession, which
coincided with decreases in supply.

Since the most recent recession, the market has experienced only one month of double-digit average
rate growth: 10.1% in April 2011. The somewhat repressed recovery of average rate in Manhattan largely
reflects an upward shift in hotel supply. The significant number of new hotels entering the market since
early 2009 has not negatively affected occupancy; however, the additional inventory has limited the
ability for hotel operators to raise average rates.

This trend became more pronounced in 2015 when, after 59 months of positive growth, average rates
on a twelve-month moving average declined for the first time since 2010, declining more rapidly each
month as depicted on the illustration above.

The rapid influx of supply has significantly reduced the number of sell-out room nights in the market;
operators report that this lack of compression has hindered their ability to drive average rate during
peak demand periods. This has resulted in additional consumer pricing power, as increased inventory
has also reduced the pressure for advanced bookings; with a shorter booking window, operators report
difficulties in yield-strategy implementation, particularly given some operators’ incentive to cut last-
minute rates based on brand-loyalty redemption rules.

As mentioned, however, the pace of deceleration moderated in November and December 2016,
indicating that average rate may have bottomed out in the current down cycle.

Long-Term Historical RevPAR for Manhattan Hotels

The following graph illustrates RevPAR percent changes from January 1989 to December 2016 as a
twelve-month moving average.

9 ORCHARD Market Analysis 59

 Since 1987, RevPAR has increased at an average annual compounded rate of 3.7%. The Manhattan
market experienced 57 consecutive months of double-digit increases in RevPAR from June 1994 to
February 1999, and another 53 consecutive months of increases from May 2004 to September 2008.
RevPAR percent change peaked in February 2005 at 22%, bottoming out at -27.2% in October 2009,
amidst the negative impact of the recession. RevPAR in Manhattan had fallen by -24.4% in the wake of
the previous recession in July 2002.

RevPAR for Manhattan hotels was quicker to rebound following the most recent recession than after
the previous two contractions, with the recovery primarily fueled by rapidly achieved gains in average
daily rate. As of December 2016, however, the Manhattan hotel market had experienced only six
consecutive months of double-digit increases in RevPAR, from November 2010 to April 2011. Despite
a strong initial recovery, RevPAR growth decelerated steadily beginning in 2011, and has remained
below 5% since November 2013. RevPAR growth fluctuated around 2.5% throughout 2014 and did not
surpass 2.1% for any month in 2015. RevPAR change was negative through the second half of 2015,
thus ending a 60-month span of positive change in the market. RevPAR posted a -2.4% rate of change
in December 2015 (on a twelve-month moving average), which accelerated to -4.3% by October 2016.
This pace of change decelerated to -2.3% in December 2016, as RevPAR registered respective year-

9 ORCHARD Market Analysis 60

 over-year increases of 8.5% and 3.3% in November and December 2016, which are the highest
registered in the market since September 2015.

While year-over-year increases in RevPAR late in the year could not fully mitigate the overall RevPAR
decline of 2.3% registered for 2016, this trend bodes well for a less significant RevPAR decline in 2017.
Occupancy is forecast to remain relatively stable in the mid-80s; the historical data demonstrates that
the market’s vast base continues to generate additional demand on par with inventory increases.
However, the unprecedented expansion of hotel supply in Manhattan over the past six years has, more
than any other factor, put pressure on the city’s RevPAR recovery. Furthermore, as will be demonstrated,
a record number of new guestrooms are expected to enter the market through year-end 2017.

The following graph illustrates RevPAR cycles through the last three recessions as a twelve-month
moving average.

Following the early 1990’s recession, RevPAR in Manhattan went from peak to trough within 27 months,
returning to its former peak after approximately four years. RevPAR suffered far more severe falls as a
result of the subsequent recessions. RevPAR reached bottom in 20 months and took four years and
nine months to regain its former peak in the early 2000s. RevPAR took only 16 months to fall to a low

9 ORCHARD Market Analysis 61

 of $189.34 in January 2010, but it has yet to regain its prior peak. In both cases, RevPAR for Manhattan
hotels dropped approximately 30% in less than two years.

RevPAR in Manhattan rebounded strongly through the end of 2010; however, the market subsequently
suffered inclement weather, which impeded visitation, and an influx of new supply. RevPAR remained
relatively flat in the first three months of 2011, growing moderately through the rest of the year. This
moderate pace of growth continued on the whole through 2015, with occasional dips into monthly
RevPAR stagnation or decline. Overall, RevPAR trended upward through 2014; however, RevPAR growth
decelerated in the first half of 2015. After flattening out mid-year, RevPAR declined, albeit moderately,
through the final five months of 2015. This trend continued at an even more significant rate through
the beginning of 2016, as supply increases continued to affect the ability of existing properties to
achieve average rate growth.

As of December 2016, RevPAR was 10.2% lower than the September 2008 peak. We note that RevPAR
bottomed out in October 2016, registering a level 10.8% below the prior peak, with November and
December indicating a turn for the market after registering year-over-year RevPAR increases of 8.5%
and 3.3%, respectively. Going forward, RevPAR levels are expected to remain relatively stagnant in the
near term, with recovering accelerating to a more significant pace thereafter. Given the slow pace of
recovery and the robust supply pipeline, we do not forecast a full RevPAR recovery until February 2020,
by which time supply growth will be minimal and demand in the market will have increased further.
This forecast for recovery marks a total span of eleven years and five months, far longer than any
previous recovery period for the market.

New Supply

Approximately 160 new hotels opened in Manhattan between January 2009 and December 2016. On a
twelve-month moving average, 26,803 rooms have been added to the market since 2008, representing
growth of roughly 39.9%. The largest annual increases were registered early in this period, with supply
growth near the 20% mark in both 2009 and 2010 (41.1% combined growth). The pace dropped
significantly in the years that followed, but once again rose to double-digit growth each year from 2013
through 2015. The following chart displays the breakdown per year of total new supply since 2009. This
is followed by hotel openings per month, from 2009 through 2016.

9 ORCHARD Market Analysis 62

 The entrance of the most recent growth in new supply coincided with the latest recession, continuing
in its wake and into the recovery of the past several years. Nevertheless, growth in supply has generally
had a minimal effect on market-wide occupancy. As previously discussed, supply increases in the market
have historically had a stronger impact on average rate growth than on occupancy, and the pressure
on average rates has led to the prolonged recovery of RevPAR for Manhattan hotels. Supply growth

9 ORCHARD Market Analysis 63

 caught up to demand growth in 2015—the first year in recent history that this has occurred; however,
this trend reversed again in 2016, even despite a 5.3% growth in rooms when compared to the 2.6%
registered the previous year. Given forecasts for supply growth through 2019, we expect overall
occupancy to remain relatively stable in the mid-80% range.

New hotel openings in Manhattan totaled 18 in 2016, as shown in the following table.

Supply growth is expected to continue strongly through 2018 and, to a lesser extent, through 2019.
The following tables illustrate the anticipated new supply from 2016 through 2019.

9 ORCHARD Market Analysis 64

9 ORCHARD Market Analysis 65
 Forecast of Hotel Supply and Demand in Manhattan

The following chart illustrates a forecasted rise in supply and demand in Manhattan over the next three
years.

After tracking on pace with one another for much of the year, demand slightly outpaced supply by
year-end 2016, registering 5.8% growth versus the 5.3% growth in supply; we note that many of the
new hotel openings slated to occur in late 2016 were delayed to 2017, which helped bolster overall
occupancy for the year.

9 ORCHARD Market Analysis 66

 Over the next few years, we anticipate relatively stable occupancy levels as supply and demand generally
continue to grow in tandem. In 2017, we anticipate annual growth in hotel supply to slightly outpace
that of demand, albeit modestly, resulting in a slight occupancy loss across the market for the year.
Minimal occupancy declines are expected as a byproduct of hotel operators’ strategies to mitigate
average rate losses and reverse the negative market-wide trend.

By 2018 and through the subsequent few years, several significant development projects in Manhattan
(including Hudson Yards and the World Trade Center redevelopment) will begin affecting lodging
fundamentals. After 2018, we expect hotel supply growth to decline, as the delayed effects of high
construction costs (in terms of land costs and financing) appear in the market; this climate should allow
for further improvements in performance.

As such, demand growth is anticipated to outpace supply in 2018 and 2019, growing back towards the
peak level of 87.1% registered in 2014. Based on an analysis of the historical data and a review of the
new supply, we have prepared the following forecast for the Manhattan lodging market through 2021.

Hotel demand in the Manhattan market ramped up as the U.S. economy rebounded in 2010, allowing
for annual growth in occupancy despite the introduction of considerable new supply. The momentum
lasted through 2014, but the trend reversed in. In 2016, demand growth slightly outpaced that of
supply, resulting in a modest occupancy improvement for the year. Market-wide occupancy is expected

9 ORCHARD Market Analysis 67

 to remain near maximum capacity, in the mid-80s, through 2021. The strong demand fundamentals of
Manhattan support a forecast for relatively stable occupancy moving forward, with only slight
occupancy declines in the first few projection years given the aforementioned supply and demand
dynamics at play. As stated above, Manhattan’s lodging market has been historically undersupplied,

though the influx of new hotels over the last few years has made a tangible impact on the performance
of the market.

After supply growth spiked at 5.5% in 2014, supply growth in 2015 returned to levels that were more
moderate. Inventory increases accelerated again in 2016, and are expected to remain at heightened
levels through 2019. We note that the closure of the Waldorf Astoria in March 2017 is expected to
slightly offset record-level rises in supply slated for 2017. With the current pipeline so full, it is important
to note that the advance of new supply after 2019 will likely decline, as financing and construction
costs may dissuade new developments in the market. Although a detailed analysis of new supply is
difficult to complete beyond a three-year window, we have assumed that new supply would continue
to enter the market, though at much more modest levels thereafter. Eventually, this ebbing of new
supply should allow for hotel performance growth, particularly in terms of average rate, to resume.

As mentioned above, the ever-increasing amount of new supply has put pressure on average rate
growth, leading to RevPAR declines in 2015 and 2016, driven by average rate losses. We expect the
2017 to display a continuation of this trend, though the pace of deceleration is expected to taper off
significantly. The monthly data for 2016 demonstrate improvements in average rate for November and
December; this indicates that average rate is likely near the point of bottoming out, though average
rates will likely continue to post stability to slight losses in light of the robust supply pipeline. We then
forecast RevPAR to increase nominally in 2018. As average rate growth resumes and supply growth
returns to a more sustainable level, RevPAR is forecast to increase through 2021, driven by strong gains
in average rates.

Conclusion

Manhattan’s lodging market is in the midst of a significantly prolonged recovery, compared with that
from past recessions. This extended recovery is expected to be aided by massive new neighborhood
developments, a strong national economy, and, by extension, the wide array of leisure, commercial, and
meeting and group demand generators in the borough. The chief hindrance to an accelerated recovery
is the current supply pipeline through 2018 and its negative effect on average rate in the market; as
has been demonstrated; however, supply growth is expected to slow beginning in 2019. RevPAR growth

9 ORCHARD Market Analysis 68

 lagged in 2015, dipping into negative territory in August and declining further through the rest of the
year and into 2016. Following a prolonged recovery, RevPAR is not expected to surpass its pre-recession
peak until the fourth quarter of 2020. By this time the market would consist of over 110,000 rooms,
and the supply boom is expected to have ended, as current financing and construction costs will have
become hurdles for proposed Manhattan developments two to four years into the future. Overall, while
a full recovery of hotel performance in Manhattan has been more drawn out, the area’s fundamental
strengths provide a solid foundation for growth over the long term.

5. Supply and Demand Analysis

In the lodging industry, price varies directly, but not proportionately, with demand and inversely, but
not proportionately, with supply. Supply is measured by the number of guestrooms available, and
demand is measured by the number of rooms occupied; the net effect of supply and demand toward
equilibrium results in a prevailing price, or average rate. The purpose of this section is to investigate
current supply and demand trends, as indicated by the current competitive market, and to set forth a
basis for the projection of future supply and demand growth.

Definition of Subject Hotel Market

The subject site is located in the greater Manhattan lodging market. Within this greater market, the
proposed subject hotel is expected to compete with a smaller set of hotels based on their boutique,
upscale product types and average rate structures.

Historical Supply and Demand Data

STR is an independent research firm that compiles and publishes data on the lodging industry, routinely
used by typical hotel buyers. HVS has ordered and analyzed an STR Trend Report of historical supply
and demand data for a group of hotels considered applicable to this analysis for the proposed subject
hotel. This information is presented in the following table, along with the market-wide occupancy,
average rate, and rooms revenue per available room (RevPAR). RevPAR is calculated by multiplying
occupancy by average rate and provides an indication of how well rooms revenue is being maximized.

9 ORCHARD Market Analysis 69

 It is important to note some limitations of the STR data. Hotels are occasionally added to or removed
from the sample; furthermore, not every property reports data in a consistent and timely manner. These
factors can influence the overall quality of the information by skewing the results, and these
inconsistencies may also cause the STR data to differ from the results of our competitive survey.
Nonetheless, STR data provide the best indication of aggregate growth or decline in existing supply

9 ORCHARD Market Analysis 70

 and demand; thus, these trends have been considered in our analysis. Opening dates, as available, are
presented for each reporting hotel in the previous table.

The STR data for the competitive set reflect a market-wide occupancy level of 2016 in 78.7%, which
compares to 85.4% for 2015. The overall average occupancy level for the calendar years presented
equates to 81.4%. The STR data for the competitive set reflect a market-wide average rate level of
$551.97 in 2016, which compares to $554.89 For 2015. The average across all calendar years presented
for average rate equates to $531.73. These occupancy and average rate trends resulted in a RevPAR
level of $434.54 in 2016.

The competitive submarket is comprised of upper-upscale and luxury boutique hotels located in
Downtown and Lower Midtown Manhattan, most of which have opened in the preceding ten years.
Occupancy hovered in the low 80% range early in the period shown, increasing to 85.4% by 2015, with
relatively little fluctuation in supply from 2012 to 2015. Supply grew in 2016 due to the opening of the
Beekman Hotel in September 2016. The opening of The Beekman Hotel has contributed to a continued
downward trend in occupancy for the year-to-date period, as the hotel is not expected to reach full
inventory availability until July 2017; however, the property reports occupancy to STR based on its
anticipated room count upon completion of 287. This is further evidenced by the monthly data, which
show significant occupancy declines beginning in September 2016.

Average rate peaked at approximately $555 in 2015, moderating thereafter through year-end 2016.
This declining trend is largely attributed to the influx of new supply in the market, previously discussed
in the Manhattan Lodging Overview. This supply boom has placed downward pressure on average rates
due to operators’ perception of increased competition and a focus on capturing fair share of demand.
Operators of branded properties are particularly incentivized to maintain high occupancy levels, as
hotels in Manhattan are among the most sought after by program members seeking to redeem their
awards for room nights. Reward night redemptions are commonly reimbursed to hotels at the full
average daily rate amount only if the property reaches a specified occupancy threshold (typically about
95%). This incentivizes operators to sell room nights at discounted rates in order to meet this specified
threshold in lower demand periods, and causes a domino effect on rates for all properties in the city.

Operators also note a significant decline in the number of compression room nights in the market,
which have historically allowed hotel managers to drive average rate. Increased inventory availability
has driven down rates garnered for last minute bookings, while the number of new limited- and select-

9 ORCHARD Market Analysis 71

 service hotels has significantly outpaced the openings of higher-rated, full-service properties, further
contributing to market-wide rate declines given the rate discrepancy among these product types.

Supply Changes

It is important to consider any new hotels that may have an impact on the proposed subject hotel’s
operating performance. As was presented in the preceding Manhattan Lodging Overview chapter, a
significant amount of new supply is expected to enter the greater Manhattan market through 2018,
continuing into 2019 at a more moderate pace. However, there remains a lack of new competitive
inventory under development within the immediate vicinity of the subject hotel with a similar operating
profile. As such, we have considered the impact of market- wide supply increases qualitatively in our
positioning of stabilized occupancy levels for both the subject hotel and the competitive submarket.

While we have taken reasonable steps to investigate proposed hotel projects and their status, due to
the nature of real estate development, it is impossible to determine with certainty every hotel that will
be opened in the future, or what their marketing strategies and effect in the market will be. Depending
on the outcome of current and future projects, the future operating potential of the proposed subject
hotel may be affected. Future improvement in market conditions will raise the risk of increased
competition. Our forthcoming forecast of stabilized occupancy and average rate is intended to reflect
such risk.

Supply Conclusion

We have identified various properties that are expected to be competitive to some degree with the
proposed subject hotel. We have also investigated potential increases in competitive supply in this New
York submarket. The Proposed 9 Orchard Hotel should enter a dynamic market of varying product
types and price points. Next, we will present our forecast for demand change, using the historical supply
data presented as a starting point.

DEMAND

The following table presents the most recent trends for the subject hotel market as tracked by HVS.
These data pertain to the competitors discussed previously in this section; performance results are
estimated, rounded for the competition, and in some cases weighted if there are secondary competitors
present. In this respect, the information in the table differs from the previously presented STR data and
is consistent with the supply and demand analysis developed for this report.

9 ORCHARD Market Analysis 72

 Demand Analysis Using Market Segmentation

For the purpose of demand analysis, the overall market is divided into individual segments based on
the nature of travel. Based on our fieldwork, area analysis, and knowledge of the local lodging market,
we estimate the 2016 distribution of accommodated-room-night demand as follows.

The market’s demand mix comprises commercial demand, with this segment representing roughly 54%
of the accommodated room nights in this New York submarket. The remaining portion comprises
meeting and group at 9%, with the final portion leisure in nature, reflecting 37%.

Using the distribution of accommodated hotel demand as a starting point, we will analyze the
characteristics of each market segment in an effort to determine future trends in room-night demand.

Commercial Segment

Commercial demand consists mainly of individual businesspeople passing through the subject market
or visiting area businesses, in addition to high-volume corporate accounts generated by local firms.
Brand loyalty (particularly frequent-traveler programs), as well as location and convenience with respect
to businesses and amenities, influence lodging choices in this segment. Companies typically designate
hotels as “preferred” accommodations in return for more favorable rates, which are discounted in

9 ORCHARD Market Analysis 73

 proportion to the number of room nights produced by a commercial client. Commercial demand is
strongest Monday through Thursday nights, declines significantly on Friday and Saturday, and increases
somewhat on Sunday night. It is relatively constant throughout the year, with marginal declines in late
December and during other holiday periods.

Meeting and Group Segment

The meeting and group market includes meetings, seminars, conventions, trade association shows, and
similar gatherings of ten or more people. Peak convention demand typically occurs in the spring and
fall. Although there are numerous classifications within the meeting and group segment, the primary
categories considered in this analysis are corporate groups, associations, and SMERFE (social, military,
ethnic, religious, fraternal, and educational) groups. Corporate groups typically meet during the business
week, most commonly in the spring and fall months. These groups tend to be the most profitable for
hotels, as they typically pay higher rates and usually generate ancillary revenues including food and
beverage and/or banquet revenue. SMERFE groups are typically price-sensitive and tend to meet on
weekends and during the summer months or holiday season, when greater discounts are usually
available; these groups generate limited ancillary revenues. Association demand is generally divided on
a geographical basis, with national, regional, and state associations representing the most common
sources. Professional associations and/or those supported by members' employers often meet on
weekdays, while other associations prefer to hold events on weekends. The profile and revenue potential
of associations varies depending on the group and the purpose of the meeting or event.

Leisure Segment

Leisure demand consists of individuals and families spending time in an area or passing through en
route to other destinations. Travel purposes include sightseeing, recreation, or visiting friends and
relatives. Leisure demand also includes room nights booked through Internet sites such as Expedia,
Hotels.com, and Priceline; however, leisure may not be the purpose of the stay. This demand may also
include business travelers and group and convention attendees who use these channels to take
advantage of any discounts that may be available on these sites. Leisure demand is strongest Friday
and Saturday nights, and all week during holiday periods and the summer months. These peak periods
represent the inverse of commercial visitation trends, underscoring the stabilizing effect of capturing
weekend and summer tourist travel. Future leisure demand is related to the overall economic health of
the region and the nation. Trends showing changes in state and regional unemployment and disposable
personal income correlate strongly with leisure travel levels.

9 ORCHARD Market Analysis 74

 Base Demand Growth Rates

The purpose of segmenting the lodging market is to define each major type of demand, identify
customer characteristics, and estimate future growth trends. Starting with an analysis of the local area,
three segments were defined as representing the subject property’s lodging market. Various types of
economic and demographic data were then evaluated to determine their propensity to reflect changes
in hotel demand. Based on this procedure, we forecast the following average annual compounded
market-segment growth rates.

Accommodated Demand and Marketwide Occupancy

Based upon a review of the market dynamics in the subject property’s competitive environment, we
have forecast growth rates for each market segment. Using the calculated potential demand for the
market, we have determined market-wide accommodated demand based on the inherent limitations
of demand fluctuations and other factors in the market area.

The following table details our projection of lodging demand growth for the subject market, including
the total number of occupied room nights and any residual unaccommodated demand in the market.

9 ORCHARD Market Analysis 75

 Due to the opening of The Beekman Hotel in September 2016 without full inventory capacity, occupancy
is expected to decline in the near term. Thereafter, occupancy should rebound, remaining close to the
80% threshold as the Manhattan market continues to register record-level supply increases and the
subject property enters the competitive submarket. As the supply pipeline slows and market-wide
demand continues to strengthen given the vast array of redevelopment projects in the Lower East Side,
such as Essex Crossing, demand should further increase. Market-wide occupancy has been forecast to
reach a stabilized level of 82.0% by 2021.

5.3 Marketing Strategy

Product

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Product marketing will focus primarily on the hotel location, event space, food & beverage,
and multimedia services, with an emphasis on the hotel’s unique accommodations and
atmosphere, as well as the emphasis on guest experience. The Developer will emphasize the
allure of the surrounding neighborhood, as well as the project’s access to some of New York
City’s best shopping, restaurants, and night life destinations. The event space will drive
business to the hotel component and further increase the Project’s customer base and name
recognition within the market. Additionally, the Developer plans to emphasize the Project’s
historic architecture as well as its unique and luxurious design when marketing the Project.

Price

Pricing will be based on trends in the local hospitality market. Once determined during the
first year of operation, pricing will not be expected to change significantly other than with
inflation and industry growth. The Developer will look to the Project’s competitive set (The
Mercer Hotel, The Greenwich Hotel, The Standard East Village, Firmdale Crosby Street Hotel,
The James New York Soho, The Nomad Hotel, and The Beekman Hotel) to determine a
competitive market rate that can effectively compete for the target customer.

Promotion

Promotion, or advertising, will occur through specific media in order to reach a specialized
range of consumers:

 Signage
The Project will stand out as a unique, architecturally significant structure within the
neighborhood. Since the Project is taller than most surrounding buildings, the dome spire
will stand out in the skyline and draw attention to the Project. There will be signage at street
level at the entrance of the Project. The Developer will also be identifying and securing (if
appropriate) additional advertising throughout the NY area to increase visibility and brand
awareness.

 Online/Web Marketing

9 ORCHARD Market Analysis 77

 The project will have a state-of-the-art website with an online reservation system.
Additionally, the Project will partner with travel sales & marketing engines to sell room
nights.

 Direct Marketing
The hotel's General Manager and Regional Marketing team will be reaching directly to area
corporations for direct short-term and long-term stays for their employees, consultants, and
clients. The team will be in a position to secure committed monthly and annual room nights
at a competitive rate for extended-stay corporate clients. Additionally, the team will reach
out to local businesses needing corporate event space to highlight the Project's opening,
amenities, and rates.

 Email Marketing
Email marketing campaigns are a fantastic way to remind customers of their experience and
to highlight special offers, awards, and events, especially during the slow season. The
marketing team will create and maintain a database of past clients which will be used to
send promotional communications and increase repeat business from loyal customers.

 Social Media Marketing

The Project will maintain a presence on hotel review websites such as Trip Advisor, and
respond to client feedback and address any concerns. Additionally, the Project will have a
presence on Facebook and Twitter, which will be supplemented with specific SEO advertising
of the Project hotel using Google Analytics, Facebook, and Google AdWords for geographic
targeted marketing campaigns. Finally, the marketing team will be using mobile-friendly
video and audio tools to ensure the latest technology and experience is available to
prospective customers and corporations.

 Customer Insight Marketing

At the time of check-in, the hotel will be obtaining and/or confirming the customers' email
address is in its computer system. The hotel will email clients shortly after they check-out

9 ORCHARD Market Analysis 78

 with a survey to ensure that feedback on their experience at the hotel is received. The
feedback survey will be an opportunity to thank them for their business, and reinforce the
brand and ask them for their business on their next stay to New York.

5.4 Competitive Analysis

New York City has 696 hotels that cater to the 60 million people that visit the city annually.
HVS Consulting & Valuation has identified six hotels in Downtown Manhattan that are the
primary competitors to Nine Orchard Street based on size, neighborhood, and target market.
All of the competitive properties chosen are boutique hotels in dynamic neighborhoods of
Downtown Manhattan and cater to an affluent clientele.

*Note: data for The Beekman Hotel was not available, as the hotel opened in August 2016. Data shown below is
aggregated from the other six hotels in the competitive set.

Competitive Set: The competitive properties are all neighborhood-defining hotels that
incorporate unique architecture and design into their respective hotels, food & beverage
operations, and retail destinations. These properties use their vibrant food & beverage and
retail destinations to drive traffic towards their hotel business. All cater to the luxury market
and are independent of large hotel chains, thus creating a boutique and non-corporate
environment that is sought after by the New York City Downtown market.

Target Market: While all the hotels in the competitive set are luxury and cater to the high-
end market, they also have subtle grit that makes them cool and desirable. The target market
is typically young to middle-aged professionals who seek a dynamic destination and
neighborhood where they can “live, work, and play.” The target customer values intelligent
and exceptionally crafted design and has an appreciation for arts and culture.

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Competitive-Set Data:

Competitive-Set Historical Performance:

Historical Performance - Competitive Set

2010 2011 2012 2013 2014 2015 2016
Occupancy 75% 81% 78% 82% 84% 85% 86%
ADR $492 $501 $499 $521 $548 $555 $559
RevPAR $367 $406 $391 $427 $457 $474 $481

Event-Space Comparison:
Affiliates of the Developer have been successful in including event space into hotels. Not only
can event space increase project revenues significantly, but the events drive significant traffic
to the hotel and food & beverage outposts. The Developer will dedicate the entire second
floor and rooftop to event space, and thus the Project is planned to have the most event
space of the entire competitive set.

Competitive-Set Descriptions, Nine Orchard Street Strengths & Weaknesses:

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The Project will be of the same or higher quality compared to the competitive set. All of these
hotels opened in emerging neighborhoods and were flagship locations in the development
of the neighborhoods. The Lower East Side, where the Project is located, is under a similar
transformation. The lack of an affluent neighborhood has historically been beneficial to
transformative neighborhoods. People are drawn from other parts of the city to young and
happening neighborhoods like the Lower East Side that are less commercialized. A young and
affluent clientele has begun moving into the neighborhood over the past five years. Soho, an
adjacent neighborhood where three of the competitive hotels are located (The James New
York Soho, The Mercer Hotel, and The Firmdale Crosby Street Hotel), had a similar makeup
as the Lower East Side and has gone through a major transformation into a desired location
over the past ten years. Numerous luxury boutique hotels exist in Soho, whereas none of a
similar luxury quality exist in the Lower East Side.

Competitive-Set Analysis

The Standard East Village

Website Description:
Located off Cooper Square in one of New York’s most vibrant, artistic neighborhoods, The
Standard, East Village is cozy, charming, and eccentric in equal measure—very much in the
spirit of its surroundings. You enter the 21-story tower through an original tenement-style
building before ascending to unparalleled views of Manhattan. There’s a quiet, calm garden
tucked away at street level, Michelin-starred chef John Fraser’s widely acclaimed Narcissa, and
the bustling, street-side Café Standard, which hums from morning until late night.

Conde Nast Traveler:

If you find it disorienting, that’s the point. The ceramic lamps hanging in the trees; the
mismatched lawn furniture and kooky sculpture in the courtyard in the manner of an East
Village victory garden; the colorful sidewalk café that Balazs says pays homage to a fast-
disappearing downtown café culture, when Raoul’s, Cafe Gitane, and the Shark Bar on the
Lower East Side were the places to go—it’s all so convincingly propped that even a local
might think he’d stumbled into 1995.

Nine Orchard Strengths: Views; architecture and aesthetics; more event space
Nine Orchard Weaknesses: Further to central locations; not a part of recognized boutique
flagged hotel brand; less foot traffic; lack of office buildings; no rooftop bar

9 ORCHARD Market Analysis 81

The James New York Soho
Website Description:
The James New York brings an inspired experience to Soho. Located on the corner of
Thompson and Grand, the property was conceived and designed as a locally infused,
artistically approachable and warmly modern hotel. The James New York features a mix of
local, national and international artists, both prominent and up-and-coming.

Conde Nast Traveler:

An artsy crowd favors the Manhattan sister of Chicago’s James (Hot List 2007). The hotel fills
an 18-story raw-concrete tower that dwarfs the low-slung buildings of SoHo, allowing
sweeping views. A small street-level entrance leads to a second-floor "sky lobby," providing a
calm respite from the bustling pedestrian traffic and Holland Tunnel activity below. Service is
familiar, not formal. The 114 rooms are innovatively designed as a flex space: Furnished with
a small couch, chair, and table, they are equally suited for desk work, in-room dining, or poring
over a neighborhood map to plan your next adventure. The in-room amenities are forward-
thinking—filtered (not bottled) water, waste-reducing hole-in-the-middle soap bars, and
reclaimed-wood floors, among other things. The James is vertically bookended by David Burke
Kitchen, the basement restaurant, and Jimmy, a rooftop cocktail bar from the team behind
the West Village’s chic Hotel Griffou. Also on the roof—a small pool with a grand panorama.

Nine Orchard Strengths: Architecture and aesthetics; more event space; lack of high-end hotels
in immediate vicinity
Nine Orchard Weaknesses: No rooftop pool; less affluent neighborhood

The Mercer Hotel

Website Description:
The Mercer is Soho's foremost luxury hotel, offering 75 guest rooms on six floors of a landmark
Romanesque revival building in one of New York's most exclusive neighborhoods. The first
hotel to offer an authentic taste of loft living, The Mercer is both home and hotel.

Nine Orchard Strengths: Superior views; architecture and aesthetics; more event space; lack of
high-end hotels in immediate vicinity
Nine Orchard Weaknesses: less foot traffic; lack of office buildings

9 ORCHARD Market Analysis 82

Firmdale Crosby Street Hotel
Website Description:
Crosby Street Hotel is situated on a quiet cobbled street in the heart of New York's vibrant
SoHo neighborhood. There are 86 bedrooms and suites over 11 floors. Interior design by Kit
Kemp reflects a fresh, contemporary style. There is The Crosby Bar, a private leafy garden,
guest drawing room, several stylish private event and meeting rooms, a luxurious 99 seat
screening room and fully equipped gym.

Conde Nast Traveler:

Opened in SoHo in 2009, this Kit Kemp–designed 11-story brownstone has floor-to-ceiling
windows throughout and is environmentally certified as an LEED Gold property. Bright and
cheery rooms are individually decorated with tall headboards and sleek modern furniture—a
welcome refuge from the world below. The Crosby Bar serves a robust breakfast every day,
as well as afternoon tea and Sunday brunch.

Nine Orchard Strengths: Superior views; architecture and aesthetics; more event space; lack of
high-end hotels in immediate vicinity
Nine Orchard Weaknesses: less foot traffic; lack of office buildings

The Greenwich Hotel

Website Description:
Robert de Niro's 88 room luxury hotel in the TriBeCa neighborhood of downtown Manhattan,
features Shibui Spa, pool, and Locanda Verde restaurant.

Conde Nast Traveler:

Ball out in the big city at Robert De Niro’s funky Greenwich Hotel, planted in NYC’s trendy
TriBeCa neighborhood. Housed in an imposing red brick building, this boutique’s bland
exterior betrays the good looks lurking just beneath the surface. Hell, we’ll just go ahead and
say it—this place is stunning. Imagine you binge-ordered an entire West Elm catalogue and
supplemented it with eclectic design goodies from around Italy, and this is how it might turn
out—rustic rooms, all different, with chocolate leather headboards, threadbare oriental rugs,
and plush, mismatched chairs and couches lending a quirky, well-curated elegance to the
place. Plus, they’re roomy—no small feat in this city of bargain-basement apartments (literally).

9 ORCHARD Market Analysis 83

Massive marble bathrooms outfitted in bronze are sleek and sophisticated, and perfect to
return to once you’ve taken a jaunt on the subway.

Greenery-starved tourists can catch an urban jungle vibe in the lush inner courtyard, or head
to the pool, the property’s pièce de résistance, set beneath a 250-year-old bamboo roof. But
the ultimate selling point might prove to be the food—guests can grab grub from none other
than Locanda Verde, the deliciously desirable urban taverna serving up prime Italian fare, like
a wood-roasted chicken for two, or a saffron trenette with sea urchin and razor clams, that
sits just inside the hotel. Between the fabulous eats and the ryokan spa, you may not even
need to bother sightseeing.

Nine Orchard Strengths: Superior views; architecture and aesthetics; more event space; lack of
high-end hotels in immediate vicinity; more/superior event space
Nine Orchard Weaknesses: Less affluent neighborhood; no pool

The NoMad Hotel

Website Description:
The NoMad Hotel is housed in a turn of the century Beaux-Arts building that has been fully
restored to its original grandeur with interiors by French designer Jacques Garcia. The hotel
is intended as a fresh take on the classic grand hotels of Europe with a distinct New York
sensibility. The design of the hotel was inspired by the Parisian flat of Garcia’s youth. The 168
rooms are residential in feel and decorated in his classic, timeless style. Each room is appointed
with hand-selected, richly textured custom-designed furnishings and original artwork. The
soaring ceilings throughout the public spaces provide a fine gathering place to enjoy dining,
drinking and socializing.

Conde Nast Traveler:

You know that fabulous, debonair septuagenarian uncle who always has a guest room ready
for you in his Beaux Arts mansion? No? Well, you'll feel like you do at The NoMad, which
shares a certain self-conscious but convincing antiques store-artisanal style with its next-block
neighbor the Ace, albeit on a more elegant scale. Here, the crowd is a little older, more
European, and more sophisticated than chic/scruffy. Standard rooms, of which there are 168,
are cozy and homey and feel like a well-appointed bedroom in a private town house, with

9 ORCHARD Market Analysis 84

dark gray walls and crisp white sheets, tiny writing desks set on Oriental carpets, and
refreshingly low-tech electronics that are controlled with a switch instead of a keyboard.

There are no treats or extras—no turndown gifts or takeaways—but these shortcomings are
compensated for by the location (equidistant between Midtown and SoHo, and steps away
from two subway lines), the price, and the on-site bar and restaurant, currently two of the
most soigné boîtes in town. For a city hotel, it's also remarkably quiet: You won't hear your
neighbors—but the constant creaking of the elevator cables may disturb light sleepers. While
not exactly warm, staff are unpretentious and efficient.

Nine Orchard Strengths: Superior views; lack of high-end hotels in immediate vicinity; more
event space
Nine Orchard Weaknesses: less foot traffic; lack of office buildings; less affluent neighborhood

The Beekman Hotel

Website Description:
Lovingly restored to its former glory, the historic landmark building exudes elegance and
charm. Award-winning designer Martin Brunizki enhances the intersection of classic and
contemporary elements with his singular aesthetic vision.

Conde Nast Traveler:

For all the talk about New York’s latest ground-shifting architecture, it might just be the
Beekman that feels the most revelatory, at least among nostalgic New Yorkers. Completed in
1883, the nine-story office building was one of Lower Manhattan’s first skyscrapers—a mashup
of Italianate, Neo-Grec, and Queen Anne styles, with an atrium that was capped off by an
expansive skylight. Inexplicably, the Victorian atrium was closed off in the fifties and the
structure eventually fell into disrepair. But that view—the one which perfectly frames the
copper domes of the Park Row Building, One World Trade Center, and the Woolworth
Building—will be craning necks once again now that the landmark has been restored and
reimagined as a 287 room Thompson hotel, set to open in May. “You feel like you’re a part
of history here,” says architect Randy Gerner, whose firm designed the restoration as well as
the 51-story adjoining tower, which will house residences and rooms. Hospitality all-stars Keith
McNally and Tom Colicchio are both opening restaurants under this same spectacular roof—

9 ORCHARD Market Analysis 85

a Bat-Signal of sorts to New Yorkers that this isn’t just another landing spot for out-of-towners
but an institution in the making.

Nine Orchard Strengths: Superior views; lack of high-end hotels in immediate vicinity; more
event space

Nine Orchard Weaknesses8: less foot traffic; lack of office buildings in area; less affluent
neighborhood

Picture Appendix

Nine Orchard Street The Standard East Village The James New York Soho

8
See the Projects’ Private Placement Memorandum for a full discussion of the Projects weaknesses

9 ORCHARD Market Analysis 86

 The Mercer Hotel Firmdale Crosby Street Hotel

The Greenwich Hotel The NoMad Hotel

The Beekman Hotel

9 ORCHARD Market Analysis 87

6. PROJECT FINANCING

6.1 Capitalization
The Developer has budgeted $190,815,984 for the Project, inclusive of financing costs. The
Developer will seek to raise up to $73,500,0009 in EB-5 financing. The balance will be funded
from the equity of the Developer. A commitment letter for the equity portion of the
capitalization is included as Exhibit M.

Table 6-1 provides the budgeted sources of funding for the Project.

Table 6-1: Projected Project Capitalization

Source % Amount
Owner Equity 61.48% $117,315,984
EB-5 Funds 38.52% $73,500,000
Total 100.00% $190,815,984

As discussed in Section 6.3, the Developer had invested approximately $99.4 million into the
Project as of April 2017. The Developer will continue to fund the Project with bridge debt
and/or equity until EB-5 funds become available. The Developer has funded the Project with
owner equity since its initial acquisition of the Project in 2011, in contemplation of replacing
a portion of its equity fundings with long-term financing (such replaced portion of equity is
termed “Equity Bridge Financing”). In addition, the Developer may obtain short-term
temporary bridge financing for the Project solely for USCIS-approved job creating purposes.
The EB-5 funds, when raised and made available to the JCE, will be used to replace Equity
Bridge Financing and/or other short-term temporary bridge financing and for the payment of
any remaining costs for construction and/or operation of the Project. Evidence of the
Developer’s contemplation of both long-term financing and Equity Bridge Financing is
included as Exhibit N.

9
Please note that the NCE may raise additional EB-5 capital consistent with applicable USCIS policy and to the extent both
NCE and Borrower determines such additional EB-5 capital would enhance overall Project feasibility. In such an event, the
job-creation requirement shall always be at least 10 qualifying jobs for each EB-5 investor.

9 ORCHARD Project Financing 88

The Developer has received Part-I and Part-II approvals from the National Park Service to
receive federal and state historic rehabilitation income-tax credits (the “HTC’s”). The Developer
will receive final approval for the HTC’s (Part III), once it has completed the Project in
accordance with the Developer’s rehabilitation agreement with the NPS. The Developer
anticipates leasing the entire Project and electing to pass-through the HTC’s to a master
tenant, of which the Developer will hold the controlling interest. The Developer would then
admit an investor in the master tenant (the “HTC Investor”), and the HTC Investor would
contribute an estimated $20.5 million in equity (the “HTC Contribution”) to the master tenant
in exchange for an allocation of cash flow (the “HTC Investor Payments”) and the federal and
state historic rehabilitation tax credits. The HTC Contribution would reduce the Developer’s
equity contributions in the Project.

Table 6-2 shows the estimate of the HTC Contribution.

Table 6-2: Estimated Historic Tax Credit Contribution

6.2 Use of Funds

The Project is anticipated to cost a total of $190,815,984. Table 6-3 provides the Developer’s
budget for the Project.
Table 6-3: Use of Funds
Category % Amount
Land 21.85% $41,700,943
EB-5 Qualifying Hard Costs 44.44% $84,794,511
Insurance 0.39% $740,041
Furniture, Fixtures, & Equipment 5.65% $10,780,495
Contingency 7.58% $14,461,987
Developer Fee 6.29% $12,000,000
Architectural & Engineering 7.08% $13,516,772
Soft Costs 6.72% $12,821,235
Total 100.00% $190,815,984

9 ORCHARD Project Financing 89

The cost per-key of the Project is $1,644,965. Approximately 34% of the total square feet of
the building is being designed as food-and-beverage and event space (“F&B Spaces”), leaving
66% specific to hotel use. Subtracting both the estimated HTC Contribution and 34% of the
costs that are allocated to the F&B Spaces, the costs to build the hotel portion of the Project
is $111,740,640, or $963,281 per key, as depicted in Table 6-4 below.

Table 6-4: Per Key Analysis

Acquisition Costs (Land & Building) represents the cost of acquiring the land and building
that will be used for development of this Project.

Hard Costs includes all construction costs according to the estimate provided by the project
manager, Gardiner & Theobald, which is included as Figure 6-1 below. EB-5 Qualifying Hard
Costs includes all costs other than $740,041 in insurance (Ref. 3.40 and 5.15; insurance is 30%
of Fee’s and Insurance), which is a Non-Qualifying Hard Costs in Table 6-3. Also, to be
conservative, only the hard costs that have occurred from 2014 to completion of the project
will be counted for job creation purposes. Total hard construction expenditures prior to 2014
total $5,186,000.

9 ORCHARD Project Financing 90

 Figure 6-1: Construction Costs

9 ORCHARD ST - LOWER EAST SIDE

CONCEPT DESIGN COST ESTIMATE - KEY COUNT 116
May-2017

A - CONSTRUCTION GFA 79,496

EST'D COST TO COST TO

REF ITEM QTY UNIT UNIT COST TOTAL COST
COST DATE COMPLETE
$ $ $ $ $

1.00 PROJECT SET-UP 79,496 SF 44 $3,522,768 $3,268,972 $253,796

1.01 Pre Foremost (Betawest - consolidated report/G&T #4/thru Nov16) 1 LS 3,162,768 3,162,768
1.02 Average spend per month @ $15,000 24 months 15,000 360,000

2.00 FOREMOST CONSTRUCTION SCOPE 79,496 SF 483 $38,431,587 $34,209,838 $4,221,749

2.01 Foremost - contract-sum-to-date (app#44 / work thru 12:31:2016) 1 LS 46,167,666 46,167,666

Items to be removed (these scopes have been estimated or included

elsewhere in the budget:

2.02 HVAC - balance to finish in Versatile contract - now In MEP estimate 1 LS (6,454,250) (6,454,250)
2.03 Architectural Plaster - balance to finish in SHPO lobby estimate 1 LS (184,703) (184,703)
Electrical Switchgear Balance to finish in EDM Contract -now in MEP
2.04 1 LS (1,097,126) (1,097,126)
estimate

3.00 FURTHER SCOPE ITEMS 79,496 SF 139 $11,033,803 $0 $11,033,803

3.01 Site Security - allow 23 months 23 months 18,000 414,000

3.02 Safety Manager - allow total duration 12 months 25,000 300,000
3.03 Construction Manager - General conditions (10 months Core & Shell) 10 months 200,000 2,000,000
3.04 Scaffolding / Sidewalk - assume thru October 2017 9 months 21,000 189,000
3.05 Scaffolding (rockledge / façade tarp change order & reconfiguration) 1 LS 100,000 100,000
3.06 Bulletin #30 (demo/structural/concrete/façade/temp power/hoist) 1 LS 300,000 300,000
3.07 Existing 12th floor roof repairs + concrete (parkside change order) 1 LS 100,000 100,000
3.08 Dome Spire (KNS change order for under review for structure) 1 LS 100,000 100,000
3.09 New Elevator Contractor (increase of 10% for balance to finish) 1 LS 99,745 99,745
3.10 Elevator cab finishes 3 EA 25,000 75,000
3.11 Permanent power (con-ed) 1 LS 25,000 25,000
3.12 Exterior Lighting 1 LS 500,000 500,000
3.13 Exterior Canopies 1 LS 50,000 50,000
3.14 Exterior signage / Branding 1 LS 100,000 100,000
3.15 Sidewalk alterations / repair 1 LS 250,000 250,000
3.16 Sidewalk - New steel under sidewalk 1 LS 100,000 100,000
3.17 Landscaping (exterior) 1 LS 75,000 75,000
3.18 Demo 60 Canal after (TCO) works 1 LS 15,000 15,000
3.19 Mock ups 1 LS 50,000 50,000

7th Floor:
3.21 Green Roof (assume no structural & drainage work required) 1,427 SF 60 85,620
3.22 Demo New 450sf Construction 7th floor & patch roof 1 LS 10,000 10,000
3.23 New construction 7th floor 450 SF 475 213,750

Penthouse 14th floor / Roof Deck:

3.24 Exterior deck construction / misc hand railing 2431 SF 90 218,790
3.25 Penthouse Event Space/ ADA lift / dunnage 1487 SF 425 631,975
3.26 Temporary tenting/structure for events (removed) 0 LS 75,000 0

9 ORCHARD Project Financing 91

 General
3.27 1st & 2nd floor millwork allowance 1 LS 300,000 300,000
3.28 All floors: Ceiling patching / leveling / fire stopping & proofing etc 79,496 SF 5 397,480
3.29 Finishes to egress stairs 28 FLIGHTS 1,500 42,000
3.30 Floors cellar-12: clean interior walls (Remove tar etc) 1 LS 80,000 80,000
3.31 Reconstruct brickwork (SHPO) lower floors (removed) 0 LS 50,000 0
3.32 Floors 7-12: Small roof balcony (handrail & floor finish) 2 sides 1 LS 108,000 108,000
60 Canal St: Remove existing elevator shaft (floors 2-6) & stairs A & B
3.33 1 LS 375,000 375,000
(floors sub cellar - 6) after TCO floors & structural infill
3.34 Minor modification & reconfiguration to existing risers 14 FLOORS 12,000 168,000
3.35 Localized structural strengthen of columns (removed) 0 FLOORS 10,000 0
3.36 Overtime 1 LS 350,000 350,000
3.37 Construction Interior walls (sub cellar-12) 79,496 SF 28 2,225,888
3.38 Feature stair (including demo/structural/finishes) removed email 7-Aug-17 0 LS 450,000 0
3.39 Elevator shaft walls (9 Orchard) 1 LS 360,000 360,000
3.40 Fee & Insurance on the above @ 6% 1 LS 624,555 624,555

4.00 MEP 79,496 SF 213 $16,893,000 $0 $16,893,000

Mechanical, Electrical, and Plumbing:

4.01 See appendix 1 for detailed estimate 1 LS 16,893,000 16,893,000

5.00 INTERIOR FINISHES $15,653,394 $0 $15,653,394

5.01 Guest rooms Type S 40 keys 50,000 2,000,000

5.02 Guest rooms Type M 39 keys 50,000 1,950,000
5.03 Guest rooms Type L 30 keys 65,000 1,950,000
5.04 Guest rooms Type XL 7 keys 65,000 455,000
5.05 Corridors - (floors 3-12) 1 LS 762,200 762,200
5.06 Sub cellar - BOH / Storage/ MEP rooms 3,987 sf 35 139,545
5.07 Cellar - Kitchen 1,614 sf 90 145,260
5.08 Cellar - BOH 4,803 sf 55 264,165
5.09 1st - Dining / Bar / Reception 3,208 sf 450 1,443,600
5.10 1st - Kitchen / BOH 871 sf 140 121,940
5.11 Hotel Lobby & 2nd Floor room SE corner (SHPO) 1 LS 765,685 765,685
5.12 2nd Floor - Event Space 2,786 sf 325 905,450
5.13 2nd Floor Kitchen / BOH 722 sf 150 108,300
5.14 Construction Manager - General conditions (14 months Interiors) 14 months 200,000 2,800,000
5.15 Fee & Insurance on the above @ 6% 1 LS 1,842,249 1,842,249

TOTAL CONSTRUCTION COST 79,496 SF $1,076 $85,534,552 $37,478,810 $48,055,742

Furniture, Fixtures, and Equipment (FF&E) includes all movable furniture, fixtures, and other
equipment in the guestrooms, corridors, front of house, back of house, and food and beverage
areas, as well as operating supplies and equipment (OS&E), the hotel security system, and the
information technology and audio visual systems (IT/AV). These costs are itemized in Figure
6-2:

9 ORCHARD Project Financing 92

 Figure 6-2: FF&E Costs

9 ORCHARD ST - LOWER EAST SIDE

CONCEPT DESIGN COST ESTIMATE - KEY COUNT 116
May-2017

B - FF&E / OSE / ARTWORK GFA 79,496

EST'D TOTAL COST TO COST TO

REF ITEM QTY UNIT UNIT COST
COST COST DATE COMPLETE
$ $ $ $ $

1 FF&E / OSE / ARTWORK 79,496 SF 136 $10,780,495 $170,409 $10,610,085

1.01 FF&E Guest rooms Type S 40 keys 23,000 920,000

1.02 FF&E Guest rooms Type M 39 keys 23,000 897,000
1.03 FF&E Guest rooms Type L 30 keys 32,000 960,000
1.04 FF&E Guest rooms Type XL 7 keys 32,000 224,000
1.05 FF&E Corridors 10 floors 15,000 150,000
1.06 FF&E Front Of House / Circulation 1 LS 2,948,558 2,948,558
1.07 FF&E Back of House 1 LS 184,037 184,037
1.08 OS&E 1 LS 1,376,900 1,376,900
1.09 Artwork 1 LS 350,000 350,000
1.10 Commercial Kitchen Equipment (for all F&B program) 1 LS 900,000 900,000
1.11 Security 1 LS 1,150,000 1,150,000
1.12 IT / AV 1 LS 720,000 720,000

TOTAL FF&E/OSE/ARTWORK COST 79,496 SF $136 $10,780,495 $170,409 $10,610,085

Architectural and Engineering Costs include all soft costs consultants and fees for
professional services, such as architects, engineers, consultants and designers. These costs are
itemized in Table 6-55. To be conservative, only the architectural and engineering costs that
have occurred from 2014 to completion of the project will be counted for job creation
purposes. Total architectural and engineering expenditures prior to 2014 total $3,839,406.

Table 6-5: Architectural & Engineering Costs

9 ORCHARD Project Financing 93

Contingency represents additional funds to account for unexpected increases to the overall
project costs.

Development Fee represents the amount paid to the developer to cover overhead, labor, and
other project related operational expenses.

Soft Costs include startup costs, legal fees and other pre- and post-construction expenses.

A letter from Gardiner and Theobald verifying that the timeline and construction budget is
included as Exhibit P.

6.3 Costs Incurred through April 2017

Through the end of April 2017, the Developer had incurred approximately $99.4 million in
project costs, as shown in Table 6-66.

9 ORCHARD Project Financing 94

 Table 6-6: Costs to Date
Category Total to Date

Acquisition Costs
Land Parcel 23,300,000.00
Closing Costs 400,942.96
Building 18,000,000.00
Total Acquisition Costs 41,700,942.96

Hard Costs
Demolition 769,011.34
General Conditions 383,206.50
Utility Cost 338,640.67
Pre Construction 412,881.07
Insurance 72,248.59
Building Improvement 1,292,983.69
General Conditions-Summary 8,602,990.70
Project Management 718,816.52
Demolition/Structure Moving 1,257,908.00
Precast Concrete 4,915,318.34
Facade 6,698,749.43
Structural Metal Framing 3,507,346.78
Steel Stairs & Rails 172,346.00
Rough Carpentry 606,282.33
Waterproofing 419,380.00
Roofing 8,600.00
Doors and Frames 22,562.51
Entrances, Storefronts 823,226.00
Glass Entrances, Storefronts 108,545.00
Windows 1,551,120.04
Glazing 18,000.00
Plaster and Gypsum Board 20,522.50
Tiling 2,329.10
Resilient Flooring 2,980.00
Painting and Coating 97,400.00
Elevators 489,367.00
Scaffolding 1,431,372.58
Fire-Extinguishing Systems 177,000.00
Plumbing Piping and Pumps 2,610.00
Plumbing Fixtures 480,650.00
Central Heating Equip 914,235.00
Electrical-General 1,012,680.11
Piling, Tunneling, Mining 147,500.00
Total Hard Costs 37,478,809.80

9 ORCHARD Project Financing 95

 Table 6-6: Costs to Date (Continued)

Category Total to Date

Furniture, Fixtures, Equipment 170,409.43

Soft Costs
Accounting and Audit 11,500.00
Architect 9,536,166.00
Asset Management Fee 2,092,351.31
Design Consultant 34,500.00
Engineering 975,295.13
Insurance-Builder Risk 2,664,212.73
Insurance-Property 22,292.56
Insurance-Reimb -160,319.00
Legal-General 421,742.16
LLC Fees 1,691.21
Management Consulting 469,104.62
Real Estate Taxes 1,738,724.51
Woodworking 1,878,823.54
Permits 137,097.84
Historic Tax Credits Consultant 226,170.00
Total Soft Costs 20,049,352.61

6.4 EB-5 Loan Terms and Exit Strategy

The NCE will provide the Developer with an EB-5 Loan in the amount of up to $73,500,00010.
The purchase of the Units is a long-term investment by the EB-5 investors, and the EB-5
investors’ return on investment as well as any return of investment depend on the success of
the Project and is not guaranteed. The Project will benefit from the expected HTC Contribution
at completion of the Project. The HTC Contribution will serve to reimburse a portion of the
cash equity funded by the Developer, reducing the Developer’s equity investment. Please
note that regardless of any historic tax credits actually received, the Developer has funded

10
Please note that the NCE may raise additional EB-5 capital consistent with applicable USCIS policy and to
the extent both NCE and Borrower determines such additional EB-5 capital would enhance overall Project
feasibility. In such an event, the job-creation requirement shall always be at least 10 qualifying jobs for each
EB-5 investor.

9 ORCHARD Project Financing 96

approximately $99.4 million to the Project as of April 2017 and remains committed to using
its own equity as needed to complete the Project.

The Developer’s strategy to repay the NCE’s Loan includes retaining all net cash flow, after all
operating and capital expenses and the HTC Investor Payments, generated during the first
five years of business operations and applying such funds to the repayment of the Loan at
final maturity. At the final maturity, the Developer plans to generate any remaining funds
necessary to pay off the Loan through proceeds from the sale of the Project at the fair market
value or through a refinancing of the Project, or both, thereby allowing the NCE the possibility
of providing a return of investors’ capital described in the Offering to Investors. There is no
guarantee that such a sale or refinancing will be consummated on acceptable terms, if at all.

In addition to repayment of principal, the Borrower is obligated to pay to the NCE annual
interest of 5.5%. It is anticipated that the NCE’s annual expenses will be approximately 5.0%,
and the EB-5 investors will receive distributions of all available cash, after payment of expenses
and reasonable reserves, which are anticipated to be an approximate 0.5% return on the EB-
5 investors’ investment. The net cash flow of the Project will be retained in a borrower
operating account and will be used as noted above. After five years of operations, the value
of accumulated operating funds is projected to be approximately $22.4 million, based on the
financial projections provided by HVS, which are discussed in Section 9. The Developer will
take no profits until the EB-5 Loan is paid in full, with exception of the HTC Contribution.

Table 6-7 explains this further by projecting the value of the Project after EB-5 investor exit
under both the sale and refinance scenarios. All of the metrics shown below are based on
assumptions which are subject to change. See Cautionary Note Regarding Forward-Looking
Statements on page iv for more information.

9 ORCHARD Project Financing 97

 Table 6-7: Project Value after EB-5 Investor Exit11

EB-5 Coverage Based on Sale

EB-5 Investment $73,500,000
Less: Cash Flow Reserve1 $22,437,500
Remaining Balance (Payoff Amount) $51,062,500
Stabilized NOI $9,971,000
Assumed Cap Rate for Sale 5.00%
Sale Value $199,420,000
Remaining Balance as a % of Sale Amount 26%
Debt Yield on Remaining Balance 19.5%
Remaining Balance Investment Coverage on Sale Amount 3.9x

EB-5 Coverage Based on Refinancing

EB-5 Investment $73,500,000
Less: Cash Flow Reserve $22,437,500
Remaining Balance (Payoff Amount) $51,062,500
Stabilized NOI $9,971,000
Assumed Debt Yield for Refinancing Amount 6.00%
Permanent Financing $166,183,333
Remaining Balance as a % of Refinancing Amount 31%
Debt Yield on Remaining Balance 19.5%
Remaining Balance Investment Coverage on Refinancing Amount 3.3x
1
Cash Flow Reserve: (sum of HVS Study projected stabilized NOI from 2019/2020 through
2023/2024) - (projected debt service over same period: $73,500,000*5.5%*5 years)

The JCE’s 5% capitalization rate assumption is based on the capitalization rates of recently
sold comparable hotel properties, as shown in Table 6-88.

11
This analysis does not include any HTC Investor Payments.

9 ORCHARD Project Financing 98

 Table 6-8: Comparable Cap Rates

The Loan’s remaining balance upon maturity is projected to have the following exposure
levels: $440,000 per room or key (Remaining Balance / projected hotel keys [116]); a loan-to-
cost ratio of 27% (Remaining Balance / Project budget [$190,815,984]); a stabilized debt
yield of 19.5% (see Table 6-7); a stabilized debt-service-coverage ratio of 2.5x (HVS Projected
Stabilized NOI / projected annual debt service: $73,500,000 * 5.5%); a loan-to-value ratio of
26% (see Table 6-7); and a coverage on the Project's value at maturity of 3.9x (see Table 6-
7).

9 ORCHARD Project Financing 99

7. PROJECT DEVELOPMENT TIMELINE

7.1 Project Phases

Administrative & Planning Phase
The Administrative and Planning Phase includes obtaining land entitlements, completing
design drawings, completing civil engineering drawings, obtaining permits and paying
applicable fees. Specific milestones within this phase may also include completing Project due
diligence.

Permits and entitlements obtained thus far are listed in section 8.

Building Construction Phase

Building construction includes foundations, framing, exteriors, MEP, and interiors. Substantive
construction of the Project began in early 2014, with predevelopment work starting in 2012.
The Project is expected to be completed in the first quarter of 2019 (see Exhibit H).

Operations
The building is scheduled to open in early 2019. This business plan takes into consideration
the resulting business activities within its market and are more fully discussed in section 5.0
Market Analysis. Operational jobs are considered for job creation and are discussed in more
detail in section 10.0 Job Creation.

7.2 EB-5 Timeline

The required evidence of job creation is explained in USCIS Policy Manual, which states:

To show that a new commercial enterprise will create not fewer

than 10 full-time positions for qualifying employees, an
immigrant investor must submit the following evidence:

* * *

9 ORCHARD Project Development Timeline 100

  A copy of a comprehensive business plan showing that, due
to the nature and projected size of the new commercial
enterprise, the need for not fewer than 10 qualifying
employees will result within the next 2 years and the
approximate dates employees will be hired.

The 2-year period is deemed to begin 6 months after

adjudication of Form I-526. The business plan filed with the
immigrant petition should reasonably demonstrate that the
requisite number of jobs will be created by the end of this 2-year
period.

6 USCIS-PM G.2(D)(5).

It is assumed for purposes of this Business Plan that individual investors will submit their I-
526 applications simultaneously with the filing of this Business Plan. With average processing
times exceeding one year (see Figure 7-1), the adjudication of I-526 applications is likely to
occur sometime in the middle of 2019. As explained in the Policy Manual, the two-year period
is deemed to begin 6 months later, at the end of 2019, and will end in the beginning of 2022.

Figure 7-1: USCIS Processing Times

Source: egov.uscis.gov.

Figure 7-2 demonstrates that all required jobs will be created well before the expiration of
the two-year period. All construction expenditures will occur, and thus all construction jobs
will be created, by the end of the construction period in first quarter of 2019. The JCE expects
EB-5 investment to replace funds that were spent to commence construction, thus
creating a nexus between the jobs created and EB-5 investment. A detailed construction
schedule is included as Exhibit H. Verification of the timeline and budget from Gardiner and

9 ORCHARD Project Development Timeline 101

 Theobald is included at Exhibit P. The EB-5 timeline is included at Exhibit Q. A detailed
construction cash flow projection is included as EXHIBIT I. Further, only the first year of
revenue from operations was considered for job-creation calculations, which means that all
jobs from operations will be created by the first quarter of 2020, more than a year before the
projected end of the two-year period.

Figure 7-2: Development Timeline and Job Creation

2015

2016

2017

2018

2019

2020
2014

PROJECT PHASES
Shell Construction*
Design
FF&E
Interior Construction
Operations
JOB CREATION
Construction Jobs* 1612.6 Jobs

Operations Jobs (Revenue Input) 482.3 Jobs 482.3 Jobs

*Certain pre-development work was started and/or completed prior to 2014, including the following: demolition, asbestos removal, excavation and foundation work

9 ORCHARD Project Development Timeline 102

8. LICENSES AND PERMITS

8.1 Historic Landmark Designation and Renovation Approval

The New York City Landmarks Preservation Commission (“LPC”) is the largest municipal
preservation agency in the nation. It is responsible for protecting the City’s architecturally,
historically, and culturally significant buildings and sites by granting them landmark or historic
district status, and regulating them after designation.

On June 23, 2009, the LPC held a public hearing on the proposed designation of the S.
Jarmulowsky Bank Building. The hearing had been duly advertised in accordance with the
provisions of law. Five witnesses spoke in favor of the building’s designation, including a
representative of Council Member Alan J. Gerson; Joyce Mendelsohn, author of The Lower
East Side Remembered and Revisited; and representatives of the Bowery Alliance of Neighbors,
the Historic Districts Council, and the Museum at Eldridge Street. Two representatives of the
building’s owner also testified, stating that the owner had no objection to its designation.

On October 13, 2009, the LPC designated the S. Jarmulowsky Bank Building as a Landmark
pursuant to the provisions of Chapter 74, Section 3020 of the Charter of the City of New York
and Chapter 3 of Title 25 of the Administrative Code of the City of New York. The LPC’s
findings were based on “a careful consideration of the history, the architecture, and other
features of this building” and its “special character and special historical and aesthetic interest
and value as part of the development, heritage, and cultural characteristics of New York City.”
A copy of the designation and LPC’s written opinion and findings is included in EXHIBIT J.

Regarding the planned renovation that is the subject of this Business Plan, the LPC issued a
Declaration on March 19, 2015, stating that:

the restoration of the missing domed spire, a historic character defining feature,
will reinforce the special architectural and historic character of the Individual
Landmark; that the restorative work will bring the building up to sound first
class condition and aid in its long term preservation; that the implementation
of a cyclical maintenance plan will ensure the continued maintenance of the
building in a sound, first-class condition; and that the owners of the designated

9 ORCHARD Licenses and Permits 103

 building have committed themselves to establishing a cyclical maintenance plan
that will be legally enforceable by the Landmarks Preservation Commission
under the provisions of a Restrictive Declaration….

See Exhibit J.

8.2 Construction Permits

Table 8-1: provides a list of permits and entitlements that have been obtained for the Project.

9 ORCHARD Licenses and Permits 104

 Table 8-1: Permits/Entitlements Obtained
Description/Permit Type Permit # Issue Date Exp. Date Address/Street
NYC Department of Buidlings
ALT 1 - Gut Rehab 121326010-01-AL 3/15/17 8/10/17 9 Orchard St
ALT 1 - Construction Equipment - Fence 121326010-01-EQ-FN 2/21/17 2/21/18 9 Orchard St
ALT 2 - Shoring 121675384-01-EW-OT 2/22/17 6/4/17 9 Orchard St
ALT 2 - General Construction 121843096-01-EW-OT 2/22/17 6/4/17 9 Orchard St
ALT 3 - Construction Equipment 121969959-01-EQ-OT 3/7/17 3/7/18 9 Orchard St
ALT 2 - Structural 122288504-01-EW-OT 3/13/17 6/4/17 9 Orchard St
New Building 121326216-01-NB 2/24/17 8/10/17 60 Canal Street
New Building - Fence 121326216-01-EQ-FN 2/22/17 2/22/18 60 Canal Street
Plumbing - New Building 121326216-03-PL 4/6/17 4/6/18 60 Canal Street
ALT 3 - Construction Equipment - Sidewalk - Shed 140075264-01-EQ-SH 3/3/17 3/3/18 9 Orchard St
ALT 1 - Plumbing 121326010-02-PL 6/22/16 6/22/17 9 Orchard St
ALT 2 - Plumbing 121667865-01-PL 1/3/17 1/3/18 9 Orchard St
ALT 2 - Construction Equipment - Scaffold 121799116-01-EQ-SF 7/28/16 7/28/17 9 Orchard St
ALT 3 - Construction Equipment - Other 121999855-01-EQ-OT 3/7/17 3/7/18 9 Orchard St
ALT 3 - Construction Equipment - Other 122695994-01-EQ-OT 3/7/17 3/7/18 9 Orchard St
ALT 3 - Construction Equipment - Other 140064436-01-EQ-OT 1/24/17 1/24/18 9 Orchard St
ALT 3 - Construction Equipment - Scaffold 140064454-01-EQ-SF 1/24/17 1/24/18 9 Orchard St
ALT 3 - Construction Equipment - Other 140064463-01-EQ-OT 1/24/17 1/24/18 9 Orchard St
ALT 3 - Construction Equipment - Fence 122254639-01-EQ-FN 12/23/16 12/23/17 60 Canal Street
ALT 3 - Construction Equipment - Sidewalk - Shed 122234858-01-EQ-SH 12/29/16 12/29/17 60 Canal Street
NYC Department of Transportation
117 Vault Construction M01-2017111-B37 4/21/17 5/28/17 Orchard St
117 Vault Construction M01-2017111-B38 4/21/17 5/28/17 Canal Street
401 Repair Sidewalk M04-2017111-A19 4/21/17 5/28/17 Canal Street
401 Repair Sidewalk M04-2017111-A20 4/21/17 5/28/17 Allen St
100 Open Sidewalk M01-2017101-A29 4/11/17 5/27/17 Canal Street
100 Open Sidewalk M01-2017101-A30 4/11/17 5/27/17 Canal Street
201 Place Material on Street M02-2017101-A09 4/11/17 5/27/17 Canal Street
211 Occupancy of Roadway M02-2017101-A10 4/11/17 5/27/17 Canal Street
215 Occupancy of Sidewalk M02-2017101-A11 4/11/17 5/27/17 Canal Street
215 Occupancy of Sidewalk M02-2017101-A12 4/11/17 5/27/17 Canal Street
221 Temp. Const. Signs/Markings M02-2017101-A13 4/11/17 5/27/17 Canal Street
204 Place Equipment - Maintain Fence M02-2017101-A14 4/11/17 5/27/17 Canal Street
204 Place Equipment - Maintain Fence M02-2017101-A15 4/11/17 5/27/17 Canal Street
204 Place Equipment - Barricades ( 1 ) M02-2017101-A16 4/11/17 5/27/17 Canal Street
204 Place Equipment - Barriers ( 1 ) M02-2017101-A17 4/11/17 5/27/17 Canal Street
204 Place Equipment - Fence on Barriers ( 1 ) M02-2017101-A18 4/11/17 5/27/17 Canal Street
204 Place Equipment - Washout Boxes ( 2 ) M02-2017101-A19 4/11/17 5/27/17 Canal Street
100 Open Sidewalk M01-2017073-A46 3/14/17 5/27/17 Allen Street
201 Place Material on Street M02-2017065-A33 3/6/17 5/27/17 Allen Street
202 Crossing Sidewalk M02-2017065-A34 3/6/17 5/27/17 Allen Street
211 Occupancy of Roadway M02-2017065-A35 3/6/17 5/27/17 Allen Street
215 Occupancy of Sidewalk M02-2017065-A36 3/6/17 5/27/17 Allen Street
221 Temp. Const. Signs/Markings M02-2017065-A37 3/6/17 5/27/17 Allen Street
204 Place Equipment - Maintain Fence M02-2017065-A38 3/6/17 5/27/17 Allen Street
204 Place Equipment - Barricades ( 1 ) M02-2017065-A39 3/6/17 5/27/17 Allen Street
204 Place Equipment - Line Pump ( 1 ) M02-2017065-A40 3/6/17 5/27/17 Allen Street
204 Place Equipment - Tow Along Line Pump ( 1 ) M02-2017065-A41 3/6/17 5/27/17 Allen Street
201 Place Material on Street M02-2017065-A24 3/6/17 5/27/17 Orchard Street
211 Occupancy of Roadway M02-2017065-A25 3/6/17 5/27/17 Orchard Street
215 Occupancy of Sidewalk M02-2017065-A26 3/6/17 5/27/17 Orchard Street
221 Temp. Const. Signs/Markings M02-2017065-A27 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Maintain Fence M02-2017065-A28 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Barriers ( 1 ) M02-2017065-A29 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Loading Dock ( 1 ) M02-2017065-A30 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Hoist ( 1 ) M02-2017065-A31 3/6/17 5/27/17 Orchard Street
204 Place Equipment - Tow Along Line Pump ( 1 ) M02-2017065-A32 3/6/17 5/27/17 Orchard Street

Copies of all permits obtained to date are included in EXHIBIT K.

9 ORCHARD Licenses and Permits 105

9. FINANCIAL PERFORMANCE

In its July 5, 2017 Market Study, HVS projects that the Project will be profitable from the first
year of operations, with annual profits approaching $9.7 million by the third year. Table 9-1
provides HVS’s projections for the first four years of operations.

Table 9-1: Profit and Loss Projections

Further explanation of all revenue and expense categories is provided below.

Rooms: Revenue includes revenues derived from the rental of rooms and suites, net of any
rebates and discounts. Room department expenses include labor costs for front desk,
housekeeping, reservations, bell staff and laundry, plus employee benefits. Other operating
expenses in the rooms department include cable television, commissions, contract cleaning
services, guest relocation, guest transportation, laundry and dry cleaning, linen, operating and
cleaning supplies, training, uniforms and complimentary guest services.

9 ORCHARD Financial Performance 106

Occupancy and Average Daily Rate (ADR) are the two variables that determine Room Revenue
and Revenue per Available Room (RevPAR). The occupancy rate and ADR projections of HVS
for the first four years of operations are provided in the table below.

Source: HVS

These ADR and occupancy-rate assumptions are consistent with the operating statistics
provided by STR for the six most similar luxury hotels in the market. The six hotels are listed
in the table below (The Beekman Hotel has been open for less than one year, thus data was
not available).

Performance data for these six hotels for the six years ending in 2016 is provided in the table
below.

9 ORCHARD Financial Performance 107

The hotels had an average occupancy rate of 82.6% over the period and exceeded 83% each
of the last three years. In addition, ADR grew at an average rate of 2.2% and RevPAR grew at
an average rate of 3.5% over the period. If the hotels were to continue at that rate, they would
achieve an ADR of $609.61 and RevPAR of $552.37 by 2020. Both of these figures exceed
HVS’s projections for each of the first four years of operations.

Food & Beverage: Food & beverage revenue includes revenues derived from the sale of food
and beverages, including restaurant, lounge, room service and banquets. This category also
includes “other food & beverage,” which is revenue derived from other sources such as
meeting room rentals, cover or service charges, and revenues derived from the sale of goods
or services made in connection with banquets, such as equipment rental, music and
decorations. Food & Beverage departmental expenses include the cost of goods sold (food &
beverage), labor and related benefits, and other operating expenses for china, silverware,
linens, restaurant and kitchen supplies, menus and printing. Labor costs include departmental
management, cooks and kitchen personnel, service staff, banquet staff and bartenders.

Other Income: This category includes rent & concessions, commissions, attrition/cancellation,
and in-room rental.

Administrative and General Expense: Included in this category are the payroll and related
expenses for the general manager, human resources, security, clerical staff, controller and
accounting staff. Other A&G expenses include office supplies, computer services, accounting
and legal fees, bad debt expenses, and travel and entertainment.

Marketing Expense: Marketing expenses include payroll and related expenses for the sales
and marketing staff, direct sales expenses, advertising and promotion expenses, and travel

9 ORCHARD Financial Performance 108

expenses for the sales staff. This account normally includes national advertising fees or
assessments paid to a hotel franchise company, plus cost of frequent guest stay programs.

Repairs and Maintenance: This category includes payroll and related expenses for
maintenance personnel, as well as the cost of materials and contract services related to
repairing and maintaining the building, electrical and mechanical equipment, elevators, HVAC
equipment, furniture, grounds and landscaping, painting and decorating, swimming pool, and
life safety equipment. Also included in this category are vehicle maintenance and rubbish
removal expenses.

Management Fees: These expenses include fees paid to the management company for
providing services.

Utilities: These expenses include the cost of utilities, such as electricity, water, sewer, heat,
light and power costs.

Insurance: Includes the cost of insuring the hotel building and contents against damage or
destruction by fire, weather, sprinkler leakage, plate glass breakage or any other cause.
General insurance costs, including premiums relating to liability, fidelity, and theft coverage
are included in this account. Payroll related insurance (workers’ compensation) is included in
employee benefits in the appropriate department to which the associated payroll is charged.

Real Estate Taxes: Include taxes paid to the City of New York based on the assessed value
of the property. Starting in the second year of operations, real estate taxes are mostly offset
by the City’s Industrial and Commercial Abatement Program (ICAP). The Developer has
submitted applications for each of the lots that comprise the Project Site. See EXHIBIT G.

9 ORCHARD Financial Performance 109

10. JOB CREATION

10.1 Targeted Employment Area

Under the EB-5 immigrant investor program, an alien can become eligible to obtain United
States permanent resident status by investing either US $1 million or US $500,000 in a new
commercial enterprise in the United States. To participate in the immigrant investor program
through investing the lower US $500,000 amount, the alien must invest his/her capital funds
into a geographic area that qualifies as a Targeted Employment Area or TEA.

Section 203(b)(5)(B) of the INA defines a TEA as an area that, at the time of investment, is a
rural area or an area that has experienced an unemployment rate that is at least 150 percent
of the national average unemployment rate. Submitted with this Business Plan as Exhibit B is
a letter from New York State Department of Economic Development designating the area
including the project location as a TEA. Therefore, the minimum threshold for an individual
alien investor’s capital investment into the NCE will be $500,000 under the in place legislation.

10.2 RIMS II Analysis

The economic impact analysis conducted by Baker Tilly Capital, LLC finds that the Project will
generate significant and positive economic benefits for the local, regional, and U.S. economy.
The total investment will be $190,815,984, and the EB-5 investment into the project will be up
to $73,500,000, from as many as 147 foreign investors.

Foreign investment will require evidence of creating at least 1,470 jobs. According to the
economic analysis, the Project will create 2,094.9 permanent new jobs, comprising of direct,
indirect, and induced jobs. Therefore, the Project is projected to generate 143% of the jobs
required to meet the jobs requirement for an EB-5 capital raise of $73,500,000.

The following tables demonstrate the breakdown of jobs utilizing the RIMS II input/output
model. To be conservative, only the hard construction and architectural and engineering costs
that have occurred from 2014 to completion of the project will be counted for job creation
purposes:

9 ORCHARD Job Creation 110

 Table 10-1: Job Creation from Spending To Date
Table A. Summary of Employment Projection for Costs Spent from 2014 To-Date for the Project

Total Number Total Number

Projected RIMS II Final Total Number
Project (with of New of New
Expenditure/Revenue (in Demand of New Direct
NAICS Code Indirect Jobs Permanent
2015 Dollars) Multiplier Jobs Created
Created Jobs Created

Non-Residential
Building
Construction $31.282 13.8432 247.8 185.2 433.0
(NAICS code
2362)

Furniture,
Fixtures and
Equipment $0.165 5.9169 -- 1.0 1.0*
Purchases
(NAICS 4232,
4234 and 4236)

Architectural,
Engineering and $6.511 13.3179 32.9 53.8 86.7*
Related Services
(NAICS 5413)
*Indirect jobs only
Grand Total: 520.7
*Note: Although the Developer undertook construction-related expenditures from 2012, to be conservative
expenditures from 2014 only onward are calculated.
Source: Economic Analysis by Baker Tilly Capital, LLC; p. 3.

9 ORCHARD Job Creation 111

 Table 10-2: Job Creation for Project as a Whole
Table B. Summary of Employment Projection for the Project as a Whole from 2014 Onward

Total Number Total Number

Projected RIMS II Final Total Number
Project (with of New of New
Expenditure/Revenue (in Demand of New Direct
NAICS Code Indirect Jobs Permanent
2015 Dollars) Multiplier Jobs Created
Created Jobs Created

Non-Residential
Building
Construction $102.981 13.8432 815.9 609.7 1,425.6
(NAICS code
2362)

Furniture,
Fixtures and
Equipment $10.467 5.9169 -- 61.9 61.9*
Purchases
(NAICS 4232,
4234 and 4236)

Architectural,
Engineering and $9.396 13.3179 47.5 77.6 125.1
Related Services
(NAICS 5413)

Traveler
$16.093 14.3270 139.5 91.1 230.6
Accommodations
(NAICS 7211)
Restaurants and
Other Eating
$10.718 23.4803 181.2 70.5 251.7
Places (NAICS
7225)
*Indirect jobs only
Grand Total: 2,094.9
*Note: Although the Developer undertook construction-related expenditures from 2012, to be conservative
expenditures from 2014 only onward are calculated.

Source: Economic Analysis by Baker Tilly Capital, LLC

10.3 Qualification Under Proposed EB-5 Legislative Changes

Legislation currently proposed to change EB-5 program requirements, namely The American
Job Creation and Investment Promotion Reform Act of 2017, proposed by Senators Grassley
and Leahy (“Grassley/Leahy EB-5 Bill”), would not jeopardize the Project’s status as falling

9 ORCHARD Job Creation 112

within a TEA. As described below, and as confirmed by the Certification Letter provided by
Baker Tilly Capital (EXHIBIT E), the area that includes the project location would qualify as a
TEA even according to the proposed legislation, which would further limit the areas qualifying
as a TEA. The Grassley/Leahy EB-5 Bill defines a TEA as follows (with emphasis supplied):

TARGETED EMPLOYMENT AREA.—The term ‘targeted employment area’

means—

(I) a priority urban investment area;

(II) a rural area;

(III) any area within the geographic boundaries of any military installation
that was closed, during the 25-year period immediately preceding the filing
of an application under subparagraph (F) based upon a recommendation
by the Defense Base Closure and Realignment Commission.

The bill defines a “priority urban investment area” as:

PRIORITY URBAN INVESTMENT AREA.— The term ‘priority urban investment area’
means an area consisting of a census tract or tracts, each of which is in a metropolitan
statistical area and, using the most recent census data available, each of which has at
least two of the following criteria—

(I) an unemployment rate that is at least 150 percent of the national average
unemployment rate;

(II) a poverty rate that is at least 30 percent; or

(III) a median family income that is not more than 60 percent of the greater of
the statewide median family income or the metropolitan statistical area
median family income.

9 ORCHARD Job Creation 113

The Grassley/Leahy EB-5 Bill also proposes to increase the minimum investment amount for
projects that physically located within a TEA to $800,000. If the minimum investment amount
does in fact change, the Developer would seek up to $78,400,000 from as many as 98 foreign
investors. With fewer investors, the Project would even further exceed job creation
requirements, generating 211% of the jobs required. There is a possibility that the minimum
investment amount could be higher or lower than $800,000 or not change from the current
$500,000 amount.

9 ORCHARD Job Creation 114

 EXHIBIT A
HVS Market Study
 MARKET STUDY

Proposed 9 Orchard Hotel

9 ORCHARD STREET
NEW YORK, NEW YORK

SUBMITTED TO: PROPOSED PREPARED BY:

Mr. Bradford Stedem HVS Consulting & Valuation
EB5 United NYC VI, LP Division of TS Worldwide, LLC
1431 Ocean Avenue, Suite 100 369 Willis Avenue
Santa Monica, California 90401 Mineola, New York, 11501

July-2017
 July 5, 2017

Mr. Bradford Stedem

EB5 United NYC VI, LP
1431 Ocean Avenue, Suite 100
HVS NEW YORK Santa Monica, California 90401
369 Willis Avenue
Mineola, New York, 11501 Re: Proposed 9 Orchard Hotel
+1 (516) 248-8828 ext. 269 New York, New York
+1 (516) 742-3059 FAX
HVS Reference: 2017021165
www.hvs.com

Dear Mr. Stedem:

Pursuant to your request, we herewith submit our market study pertaining to the
above-captioned property. We have inspected the real estate and analyzed the hotel
market conditions in the New York, New York area. We have studied the proposed
project, and the results of our fieldwork and analysis are presented in this report.
We have also reviewed the proposed improvements for this site.

We hereby certify that we have no undisclosed interest in the property, and our
employment and compensation are not contingent upon our findings. This study is
subject to the comments made throughout this report and to all assumptions and
limiting conditions set forth herein.

Sincerely,
TS Worldwide, LLC

Chris Fernandes, Vice President

cfernandes@hvs.com, +1 (603) 305-6834

Roland deMilleret, MAI, Senior Managing Director

RDMilleret@hvs.com, +1 (516) 248-8828 ext. 269

Superior results through unrivaled

hospitality intelligence. Everywhere.
Table of Contents

SECTION TITLE PAGE

1. Executive Summary 6
Subject of the Market Study 6
Ownership, Franchise, and Management Assumptions 7
Scope of Work 7
2. Description of the Site and Neighborhood 9
Physical Characteristics 9
Access and Visibility 11
Local Access and Visibility 13
Airport Access 14
Neighborhood 14
Flood Zone 19
Zoning 20
3. Market Area Analysis 21
Market Area Definition 21
New York City 22
Overview 22
New York City – Economic Profile 23
Unemployment 27
Office Market Trends 28
Jacob K. Javits Convention Center 29
Tourism 30
Airports 32
Woods & Poole Economic and Demographic Review 34
Market Area Conclusion 36
4. Manhattan Lodging Overview 37
Historical Trends 37
Changes in Hotel Supply 38
 Hotel Performance in Manhattan 39
Supply versus Average Rate Changes for Manhattan Hotels 44
Long-Term Historical RevPAR for Manhattan Hotels 46
New Supply 49
Forecast of Hotel Supply and Demand in Manhattan 55
Conclusion 57
5. Supply and Demand Analysis 59
Definition of Subject Hotel Market 59
Historical Supply and Demand Data 59
Primary Competitors 63
Supply Changes 67
Demand Analysis Using Market Segmentation 68
Base Demand Growth Rates 69
Accommodated Demand and Market-wide Occupancy 70
6. Description of the Proposed Improvements 72
Project Overview 72
Summary of the Facilities 72
Design and Configuration 73
Back-of-the-House, ADA, and Environmental 82
Capital Expenditures 82
7. Projection of Occupancy and Average Rate 83
Historical Penetration Rates by Market Segment 83
Forecast of Subject Property’s Occupancy 84
Average Rate Analysis 86
Competitive Position 87
8. Projection of Income and Expense 91
Comparable Operating Statements 91
Forecast of Income and Expense 95
Rooms Revenue and Expense 98
Food and Beverage Revenue and Expense 99
Other Operated Departments Revenue and Expense 104
 Administrative and General Expense 105
Information and Telecommunications Systems Expense 105
Marketing Expense 105
Property Operations and Maintenance 106
Utilities Expense 107
Management Fee 107
Property Taxes 108
Insurance Expense 113
Reserve for Replacement 114
Forecast of Revenue and Expense Conclusion 115
9. Statement of Assumptions and Limiting Conditions 116

Addenda

Qualifications
1. Executive Summary

Subject of the The subject of the market study is a 6,411-square-foot (0.15-acre) site to be
Market Study improved with a full-service, boutique lodging facility; the hotel will operate
independently of a brand affiliation. The property, which is projected to open on
April 1, 2019, will feature 116 rooms, a restaurant and lounge, and 5,492 square feet
of meeting space (indoor/outdoor). The hotel will also contain all necessary back-
of-the-house space.

RENDERING OF PROJECT

The proposed subject hotel represents both an adaptive re-use project and a
ground-up development, comprising two adjacent tax parcels that will be combined
to create one larger assemblage. The majority of the proposed hotel will be housed
within an historic 12-story structure, which was originally constructed in 1912 as a
bank building. The developer of the proposed property has undertaken a
comprehensive renovation of the building, including the addition of two floors to
bring the total structure to 14 stories upon completion. The project also includes a
six-story addition on the western portion of the site that represents new

July-2017 Executive Summary

Proposed 9 Orchard Hotel – New York, New York 6
 construction, which will connect to the existing structure at all six levels. The
subject site’s location is 9 Orchard Street, New York, New York, 10002.

Pertinent Dates The effective date of the report is July 5, 2017. The subject site was inspected by
Chris Fernandes on June 22, 2017. In addition to the inspection, Chris Fernandes
participated in the research for this assignment and assisted in the report’s
preparation. Roland deMilleret, MAI participated in the analysis and reviewed the
findings, but did not personally inspect the property.

Ownership, Franchise, The developer of the proposed subject hotel is Nine Orchard Partners LLC; the
and Management parent company of this owning partnership is DLJ Real Estate Capital Partners,
Assumptions which is based in New York City. The subject site represents an assemblage of two
adjacent tax parcels, identified as Block 294 - Lots 7 and 8. Lot 8, which houses the
original Jarmulowsky Bank Building, was purchased in December 2011 for $36-
million; Lot 7 was purchased in February 2012 for an additional $5.3-million. The
site is neither listed nor under contract for sale, and we have no knowledge of any
recent listings.

Details pertaining to management terms were not yet determined at the time of this
report; however, we assume that the proposed hotel will be managed by a
professional hotel-operating company, with fees deducted at rates consistent with
current market standards. We have assumed a market-appropriate management
fee of 3.0% of total revenues in our study.

The proposed hotel will reportedly remain independently operated throughout the
forecast period; therefore, it will not be subject to franchise fees.

Scope of Work The methodology used to develop this study is based on the market research and
valuation techniques set forth in the textbooks authored by Hospitality Valuation
Services for the American Institute of Real Estate Appraisers and the Appraisal
Institute, entitled The Valuation of Hotels and Motels,1 Hotels, Motels and
Restaurants: Valuations and Market Studies,2 The Computerized Income Approach to
Hotel/Motel Market Studies and Valuations,3 Hotels and Motels: A Guide to Market

1 Stephen Rushmore, The Valuation of Hotels and Motels. (Chicago: American Institute of
Real Estate Appraisers, 1978).
2 Stephen Rushmore, Hotels, Motels and Restaurants: Valuations and Market Studies.

(Chicago: American Institute of Real Estate Appraisers, 1983).

3 Stephen Rushmore, The Computerized Income Approach to Hotel/Motel Market Studies and

Valuations. (Chicago: American Institute of Real Estate Appraisers, 1990).

July-2017 Executive Summary

Proposed 9 Orchard Hotel – New York, New York 7
 Analysis, Investment Analysis, and Valuations,4 and Hotels and Motels – Valuations
and Market Studies.5

1. All information was collected and analyzed by the staff of TS Worldwide,

LLC. Information was supplied by the client and/or the property’s
development team.
2. The subject site has been evaluated from the viewpoint of its physical utility
for the future operation of a hotel, as well as access, visibility, and other
relevant factors.
3. The subject property's proposed improvements have been reviewed for
their expected quality of construction, design, and layout efficiency.
4. The surrounding economic environment, on both an area and neighborhood
level, has been reviewed to identify specific hostelry-related economic and
demographic trends that may have an impact on future demand for hotels.
5. Dividing the market for hotel accommodations into individual segments
defines specific market characteristics for the types of travelers expected to
utilize the area's hotels. The factors investigated include purpose of visit,
average length of stay, facilities and amenities required, seasonality, daily
demand fluctuations, and price sensitivity.
6. An analysis of existing and proposed competition provides an indication of
the current accommodated demand, along with market penetration and the
degree of competitiveness. Unless noted otherwise, we have inspected the
competitive lodging facilities summarized in this report.
7. Documentation for an occupancy and average rate projection is derived
utilizing the build-up approach based on an analysis of lodging activity.
8. A detailed projection of income and expense made in accordance with the
Uniform System of Accounts for the Lodging Industry sets forth the
anticipated economic benefits of the subject property.

4 Stephen Rushmore, Hotels and Motels: A Guide to Market Analysis, Investment

Analysis, and Valuations (Chicago: Appraisal Institute, 1992).
5 Stephen Rushmore and Erich Baum, Hotels and Motels – Valuations and Market Studies.

(Chicago: Appraisal Institute, 2001).

July-2017 Executive Summary

Proposed 9 Orchard Hotel – New York, New York 8
2. Description of the Site and Neighborhood

The suitability of the land for the operation of a lodging facility is an important
consideration affecting the economic viability of a property and its ultimate
marketability. Factors such as size, topography, access, visibility, and the availability
of utilities have a direct impact on the desirability of a particular site.

The subject site is located in Manhattan’s Lower East Side neighborhood, on the city
block bounded by Canal Street to the north, Division Street to the south, Allen Street
to the west, and Orchard Street to the east. Municipal jurisdictions governing the
property include the Borough of Manhattan and the City and State of New York.

Physical Characteristics The subject site measures approximately 0.15 acres, or 6,411 square feet; as
mentioned, the subject site represents an assemblage of two adjacent tax lots. The
following images depict the subject site.

VIEW OF SUBJECT SITE (SUBJECT PROPERTY UNDER DEVELOPMENT)

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 9
 TAX MAP

AERIAL PHOTOGRAPH

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 10
VIEW FROM SITE TO THE EAST VIEW FROM SITE TO THE WEST

Topography and The topography of the site is generally flat, and the shape should permit efficient
Site Utility use of the site for building and site improvements. Upon completion of construction,
the subject site will not contain any significant portion of undeveloped land that
could be sold, entitled, and developed for alternate use. It is expected that the site
will be developed fully with building and site improvements, thus contributing to
the overall profitability of the hotel.

Access and Visibility It is important to analyze the site with respect to regional and local transportation
routes and demand generators, including ease of access. The subject site is readily
accessible to a variety of local and county roads, as well as state and interstate
highways.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 11
MAP OF REGIONAL ACCESS ROUTES

By virtue of the well-developed interstate roadway system in and around the New
York City area, regional access is considered to be very favorable. Of note, Interstate
80, the country’s major transcontinental highway, extends from San Francisco,
California, to eastern New Jersey, just outside New York City, and provides access to
Manhattan from regions located west of the New York City area. Interstate 95
supports travel to and from the regions located north and south of New York City.
Traversing the entire eastern seaboard of the United States, this interstate highway
originates in Maine and passes through the northern section of New York City before
continuing south along the eastern seaboard to its terminus in Florida.

Additionally, Interstate 87 extends in a northerly direction into upstate New York

and intersects Interstate 90, another major east-west highway. Interstate 78
originates in New Jersey at the Holland Tunnel and provides vehicular travel to and
from New Jersey and eastern Pennsylvania. Travelers from Long Island, which is
located east of New York City, can conveniently access the city via Interstate 495.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 12
 Finally, supplementing these major interstate highways is a vast network of state
parkways and routes, and shorter-length interstate highways that facilitate
vehicular flow in the immediate areas surrounding New York City.

Although regional access to the New York City area is favorable, traffic flow within
the city limits of New York can be cumbersome and time-consuming as a result of
the geographical layout of the city’s five boroughs and the overabundance of traffic
volume. At the core of the city is Manhattan, an island surrounded by New Jersey to
the west across the Hudson River, Staten Island to the southwest across the Upper
New York Bay, Brooklyn and Queens to the east across the East River, and the Bronx
to the north across the Harlem River. Although a combined total of 12 bridges and
tunnels offer access to Manhattan, the tremendous amount of traffic that enters and
exits Manhattan often renders these vehicular facilities inadequate.

Within Manhattan, a well laid out matrix of roads, coupled with a one-way traffic
flow system, exists to maximize traffic capacity and facilitate efficient vehicular flow.
The subject site is situated along Orchard Street and is readily accessible from most
areas of the New York metropolitan area. Motorists can enter the west side of
Manhattan via the George Washington Bridge, the Lincoln Tunnel, or the Holland
Tunnel. The Hudson River Parkway, which becomes 12th Avenue in the southern
portion of Manhattan, forms a western beltway and enhances traffic flow on the
western side of Manhattan. The Queensboro Bridge and the Midtown Tunnel
connect the western Queens area to Manhattan’s eastern Midtown area. Motorists
entering Manhattan from the northeastern and southeastern bridges can utilize the
Franklin D. Roosevelt (FDR) Drive, which forms a beltway along the borough’s east
side, to reach Midtown. A number of major east-west, cross-town roads, including
14th, 34th, 42nd, 57th, and 66th Streets, provide access to the eastern area of
Midtown for travelers entering via the bridges and tunnels located along the
western shoreline of Manhattan.

Although vehicular traffic can access the subject site from points throughout the
New York metropolitan area with relative ease, traffic congestion in and around
Manhattan has historically proven to be problematic, especially during rush hours.
As a result of the excessive number of motor vehicles that must travel within such a
confined area, traffic in Midtown is often slow and congested. To ease traffic
congestion in Manhattan, an extensive public transportation system is offered for
visitors to the area. Public transportation includes the city’s subway and bus
systems, and the PATH and Long Island Rail Road systems. Overall, regional access
to the subject property is considered to be favorable.

Local Access and Local vehicular access to the hotel is provided by Orchard Street. Buses, subway
Visibility trains, personal automobiles, and taxis provide relatively simple and direct access
to the subject site from various points in Midtown Manhattan. The subway station

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 13
 closest to the subject site is located at Rutgers Street and East Broadway, which is
serviced by the F train.

Due to the subject property’s corner site location, its visibility is considered very
good.

Airport Access The subject site also benefits from favorable access to the region’s three major
airports: LaGuardia and John F. Kennedy (JFK) International Airports, which are
located in the Borough of Queens, and Newark Liberty International Airport, in
Newark, New Jersey. LaGuardia is approximately 13 miles northeast of the subject
site, while JFK is roughly 15 miles to the southeast. Newark Liberty International
Airport is located approximately 15 miles southwest of the subject site. The subject
market is served by a variety of additional local highways, which are illustrated on
the map.

Neighborhood The neighborhood surrounding a lodging facility often has an impact on a hotel's
status, image, class, style of operation, and sometimes its ability to attract and
properly serve a particular market segment. This section of the report investigates
the subject neighborhood and evaluates any pertinent location factors that could
affect its future occupancy, average rate, and overall profitability.

The subject hotel is located in Lower Manhattan, within the Lower East Side
neighborhood. The subject site is also within walking distance to Manhattan’s Little
Italy, Chinatown, SoHo, and Tribeca neighborhoods.

The Lower East Side, (often abbreviated as LES), is a neighborhood in the

southeastern part of Manhattan. It is roughly bounded by Houston Street to the
north, Little Italy/Lafayette Street to the West, the East River to the east and
Chinatown/the Financial District to the south.

The Lower East Side was traditionally an immigrant, working-class neighborhood.

However, in the early 2000s, the gentrification of the East Village spread to the
Lower East Side, making it one of the trendiest neighborhoods in Manhattan. Since
2005, the neighborhood has undergone rapid gentrification and is now home to
upscale boutiques and dining establishments along Clinton Street’s restaurant row.
Orchard Street, despite its historical reputation as a “Bargain District,” is now lined
with upscale boutiques. Similarly, trendy restaurants, including Clinton St. Baking
Company & Restaurant, wd~50, and Rizzo’s Fine Pizza are found on a stretch of
tree-lined Clinton Street that New York Magazine described as the “hippest
restaurant row” in the Lower East Side. The neighborhood also boasts a vibrant arts
scene, with galleries sprinkled throughout the area.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 14
 Examples of further development in the neighborhood include Essex Crossing,
which is currently under construction. Upon completion, the development is
expected to comprise 1,000 new residences, 400,000 square feet of office space, and
800,000 square feet of retail space over nine sites. The project also includes a new
park, bike paths, outdoor green spaces, and The Market Line, a food and vendor hall
spanning three city blocks.

ESSEX CROSSING

Furthermore, the landscape of the Lower East Side’s Two Bridges area is undergoing
significant change, with several high-rise developments currently underway. L+M
Development Partners and CIM Group are developing two 60+ story towers
spanning 798 and 728 feet. Additionally, Extell Group is developing an 800-foot
residential tower known as One Manhattan Square, and JDS Development is
planning a 900-foot, 77-story tower at 247 Cherry Street.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 15
 TWO BRIDGES DEVELOPMENT SCAPE

The Little Italy neighborhood of Manhattan is generally bounded by Kenmare Street

to the north, Hester Street to the south, Bowery Street to the east, and Centre Street
to the west. This area was once known for its large population of Italian Americans,
and to this day is particularly identified by attractions relating to authentic Italian
cuisine. Moreover, the neighborhood holds a large annual street fair in September,
known as the Feast of San Gennaro. This festival lasts for eleven days, and takes
place along Mulberry Street between Houston and Canal Streets.

The Chinatown neighborhood of Manhattan is generally bounded by Hester Street

to the north, Broadway to the west, Worth Street to the south, and Bowery Street to
the east. The neighborhood is particularly identified by Canal Street, which features
several Asian grocery stores, restaurants, and retail shops. In essence, this
neighborhood offers many attractions that relate to Chinese history, cuisine, and
culture.

SoHo or the area below south of Houston is bounded by Lafayette Street to the east,
Hudson River to the west, Canal Street to the south, and Houston to the north. Part
of this area constitutes the SoHo Historic District, which is so named because of its
concentration of cast-iron industrial buildings featuring architecture stemming
from the period of 1860 to 1890.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 16
 Named for its location south of Houston Street, SoHo was a dilapidated warehouse
and industrial district that was transformed into an area combining housing and
workspaces for artists in the 1960s and 1970s. The neighborhood received
landmark designation in 1973, and slowly but surely began to move to upscale
development. The artists, seeking spacious and inexpensive places to work, rented
the top floors of commercial buildings and converted them – illegally – into lofts or
studios. In an effort to control these conversions, the city’s zoning board adopted
rules that allowed for the legal conversion of this manufacturing district into a
residential community, provided that the future tenants were in some way
employed as artists. These zoning guidelines remain in place today; however, much
to the dismay of the area’s early pioneers, the gentrification of the neighborhood
was so successful that by the early 1980s, lofts had become prohibitively expensive
for all but the most successful of artists. Despite the cost of housing and workspace,
SoHo remains as the city’s most vibrant artistic community, and is home to more
galleries and studios than any other area of Manhattan.

Artists’ studios gave way first to trendy galleries and more recently, to luxury
boutiques, sidewalk cafes, and high-profile destinations, such as the downtown
branch of the Guggenheim Museum and the museum-quality food displays at Dean
& Deluca. Over the last several years, SoHo has experienced immense growth in
retailing, and many people have expressed concern over the commercialization of
the neighborhood. The section of Broadway between Canal and Houston Streets has
become the primary retail center in the area, and has attracted many nationally
known retailers. Although enough of the unique independent stores and art
galleries that made SoHo popular remain, the introduction of national retailers and
the rapidly escalating retail rents have dislocated some of the smaller players in the
market.

Tribeca (an abbreviation for the “triangle below Canal” Street), over the last several
years has boomed, becoming one of the most popular and exclusive residential
communities in the city.

Drawn by expansive loft spaces in mid-rise buildings – many of which are free from
cooperative apartment guidelines – as well as by a number of movie production
houses and other new media businesses, many of the city’s celebrities now reside in
Tribeca. The residential boom was followed by an influx of restaurants to the area.
Tribeca is now home to some of the city’s most famous dining establishments,
including Nobu, Bouley, and Locanda Verde, to name a few.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 17
MAP OF NEIGHBORHOOD

The proposed subject hotel's opening should be a positive influence on the area; the
hotel will be in character with and will complement surrounding land uses. Overall,
the supportive nature of the development in the immediate area is considered
appropriate for and conducive to the operation of a hotel.

Utilities The subject site will reportedly be served by all necessary utilities.

Soil and Geological and soil reports were not provided to us or made available for our review
Subsoil Conditions during the preparation of this report. We are not qualified to evaluate soil conditions
other than by a visual inspection of the surface; no extraordinary conditions were
apparent.

Nuisances We were not informed of any site-specific nuisances or hazards, and there were no
and Hazards visible signs of toxic ground contaminants at the time of our inspection. Because we
are not experts in this field, we do not warrant the absence of hazardous waste and
urge the reader to obtain an independent analysis of these factors.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 18
Flood Zone According to the Federal Emergency Management Agency map illustrated below,
the subject site is located in X.

COPY OF FLOOD MAP AND COVER

The flood zone definition for the X designation is as follows: areas outside the 500-
year flood plain; areas of the 500-year flood; areas of the 100-year flood with
average depths of less than one foot or with drainage areas less than one square
mile and areas protected by levees from the 100-year flood.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 19
Zoning According to the local planning office, the subject property is zoned as follows: C6-
2G - Commercial District. Additional details pertaining to the proposed subject
property’s zoning regulations are summarized in the following table.

ZONING

Municipality Governing Zoning New York city

Current Zoning Commercial District
Current Use Hotel (under development)
Permitted Uses Hotel, Retail, Office
Hotel Allowed Yes
Legally Non-Conforming Not Applicable

Easements and We are not aware of any easements attached to the property that would significantly
Encroachments affect the utility of the site or marketability of this project.

Conclusion We have analyzed the issues of size, topography, access, visibility, and the
availability of utilities. In general, the site should be well suited for future hotel use,
with acceptable access, visibility, and topography for an effective operation.

July-2017 Description of the Site and Neighborhood

Proposed 9 Orchard Hotel – New York, New York 20
3. Market Area Analysis

The economic vitality of the market area and neighborhood surrounding the subject
site is an important consideration in forecasting lodging demand and future income
potential. Economic and demographic trends that reflect the amount of visitation
provide a basis from which to project lodging demand. The purpose of the market
area analysis is to review available economic and demographic data to determine
whether the local market will undergo economic growth, stabilize, or decline. In
addition to predicting the direction of the economy, the rate of change must be
quantified. These trends are then correlated based on their propensity to reflect
variations in lodging demand, with the objective of forecasting the amount of
growth or decline in visitation by individual market segment (e.g., commercial,
meeting and group, and leisure).

Market Area Definition The market area for a lodging facility is the geographical region where the sources
of transient visitation (demand) and the competitive supply are located. The subject
property’s primary market area is the Borough of Manhattan, and in a wider sense,
New York City as a whole. For statistical purposes, the subject property’s market
area can be defined by its Metropolitan Statistical Area (MSA): New York-Northern
New Jersey-Long Island, NY-NJ-PA MSA. The MSA is the most standard definition
used in comparative studies of metropolitan areas. The federal government defines
an MSA as a large population nucleus, which together with adjacent counties, has a
higher degree of social integration. The subject property’s MSA includes 17 counties
whose economies are inextricably interconnected: the five boroughs of New York
City; Nassau and Suffolk Counties on Long Island; Rockland and Westchester
Counties in New York State; and the New Jersey Counties of Bergen, Passaic, Essex,
Hudson, Middlesex, Morris, Somerset, and Union. The five counties (or boroughs)
within New York City are Bronx County, Kings County (Brooklyn), Queens County,
Richmond County (Staten Island), and New York County (Manhattan). The boroughs
are further divided into various unofficial communities and neighborhoods. The
following exhibit illustrates the market area.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 21
MAP OF MARKET AREA

New York City New York City is recognized as an international commercial and cultural center, and
Overview with more than eight million residents, it is one of the most populous cities in the
nation and one of the largest in the world.

Renowned for its cultural attractions, entertainment venues, restaurants, and retail
outlets, New York City is one of the most popular tourist destinations in the country.
It is home to the United Nations, the Statue of Liberty, and the Empire State Building.
The theaters in the Broadway district attract international attention. Lincoln Center
(the home of the Metropolitan Opera, the New York Philharmonic, the New York
City Ballet and Opera, and the Juilliard School) is among the world’s most important
centers for the performing arts. The Metropolitan Museum of Art, the Museum of
Modern Art, the American Museum of Natural History, and a number of the city’s
other museums and galleries are internationally respected.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 22
 As the site of Wall Street, New York is the nation’s financial and business capital.
Manhattan’s central business district contains the greatest concentration of
commercial activity in the United States. New York is the home of the NASDAQ and
New York Stock Exchanges (NYSE, formerly the American Stock Exchange), as well
as a large proportion of the nation’s leading investment bankers and brokers and
many of the largest commercial banking institutions. In addition to financial
institutions, New York City is a major center for a variety of industries, such as
fashion, textiles and garments, advertising, publishing and communications,
jewelry, design, and technology.

New York City is a major national and international center of commerce and culture,
employing an estimated four million. It remains the financial capital of the United
States, and the city’s economy still relies heavily on the health of the financial sector.

The Borough of Manhattan forms the central political, financial, and cultural core of
New York City and represents the economic growth engine of the region. The City’s
other four boroughs are the Bronx, Brooklyn, Queens, and Staten Island. All five
boroughs are well connected with one another and the region thanks to an extensive
mass transit system and infrastructure network.

NEW YORK CITY

New York City – New York City is an international center for business and commerce, and workers
Economic Profile commute from points as far as 100 miles from Manhattan. The city boasts a diverse
economic base, which helps minimizing the impact of cyclical economic downturns
engendered from any one particular sector.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 23
 New York City houses the headquarters of several of the nation’s major commercial
and investment banks. Additionally, numerous foreign banks and their subsidiaries,
international advertising firms, communications and entertainment giants and
publishing conglomerates have a major presence in the city. Prominent domestic
firms such as Goldman Sachs, Morgan Stanley, Citigroup, and Credit Suisse are
headquartered in the city, and almost every major foreign financial institution,
including UBS, HSBC, Barclays, Nomura Securities, and Deutsche Bank, maintain a
significant Manhattan presence. New York City is also a hub for the insurance
industry, housing five of the country’s ten largest insurance companies. Three of the
“Big Four” accounting firms, as well as six of the top ten U.S. law firms, are
headquartered in Manhattan.

New York City is home to Broadway, Lincoln Center, Carnegie Hall, Radio City Music
Hall, and a variety of live performance theaters. All major TV networks – ABC, NBC,
FOX, and CBS – are headquartered in the city, as well as global entertainment giants
such as Viacom, Sony, and Bertelsmann. Three of the “Big Five” music recording
companies are headquartered in New York. Other media/entertainment companies
in the city include Time Warner, HMV, and Virgin Records. The city is also home to
numerous publishing companies. Several book, magazine, and newspaper
publishing companies are headquartered in New York City, including Random
House, Knopf, Simon & Schuster, Condé Nast, Hachette Filipacchi, Dow Jones, and
The New York Times Company.

New York agencies and branch offices of firms such as Young & Rubicam and Burson
Marsteller dominate the list of the world’s ten largest advertising and public
relations agencies.

New York City’s economy benefits greatly from the breadth of its corporate
headquarters and related services industry. The city has acted as the nation’s
foremost commercial center due to the synergy created by the large concentration
of corporations and service firms, which complement primary goods producers.

The following details the New York City’s top fifteen private employers, as provided
by Crain’s New York. However, it is important to acknowledge that despite the
abundant presence of commercial industries in the City, government remains the
largest employer in the market.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 24
 FIGURE 3-1 NEW YORK CITY – TOP PRIVATE EMPLOYERS

Company

Ba nk of Ameri ca
Ci ti group Inc
Ci ty Uni vers i ty of New York
Col umbi a Uni vers i ty
Cons ol i da ted Edi s on Inc
Conti nuum Hea l th Pa rtners Inc
JP Morga n Cha s e & Co
Ma cy's Inc.
Memori a l Sl oa n-Ketteri ng Ca ncer Center
Montefi ore Medi ca l Center
Mount Si na i Medi ca l Center
New York Pres byteri a n Hea l thca re Sys tem
New York Uni vers i ty
NYU La ngone Medi ca l Center
Veri zon Communi ca ti ons
Source: Crain's New York - Book of Lists,
Listed Alphabetically

The following table illustrates historical and projected employment, households,

population and average household income data as provided by REIS for the overall
New York City market.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 25
FIGURE 3-2 HISTORICAL & PROJECTED EMPLOYMENT, HOUSEHOLDS, POPULATION, AND HOUSEHOLD INCOME STATISTICS

Total Office Industrial Household

Year Employment % Chg Employment % Chg Employment % Chg Households % Chg Population % Chg Avg. Income % Chg
2004 3,562,270 — 1,331,258 — 325,240 — 3,037,180 — 8,031,980 — $111,545 —
2005 3,623,590 1.7 % 1,358,121 2.0 % 320,148 (1.6) % 3,026,050 (0.4) % 8,002,470 (0.4) % 117,868 5.7 %
2006 3,688,410 1.8 1,383,948 1.9 313,916 (1.9) 3,034,490 0.3 7,994,300 (0.1) 129,118 9.5
2007 3,780,810 2.5 1,418,616 2.5 314,107 0.1 3,063,630 1.0 8,030,040 0.4 135,877 5.2
2008 3,766,260 (0.4) 1,403,013 (1.1) 302,089 (3.8) 3,093,780 1.0 8,093,020 0.8 131,562 (3.2)
2009 3,669,080 (2.6) 1,349,708 (3.8) 282,663 (6.4) 3,102,280 0.3 8,151,780 0.7 128,401 (2.4)
2010 3,739,040 1.9 1,373,013 1.7 281,878 (0.3) 3,135,480 1.1 8,223,680 0.9 135,246 5.3
2011 3,828,470 2.4 1,397,658 1.8 288,363 2.3 3,180,020 1.4 8,318,830 1.2 144,737 7.0
2012 3,913,120 2.2 1,415,265 1.3 291,582 1.1 3,208,760 0.9 8,388,900 0.8 150,414 3.9
2013 4,019,920 2.7 1,442,560 1.9 294,913 1.1 3,243,370 1.1 8,450,390 0.7 154,536 2.7
2014 4,156,480 3.4 1,488,754 3.2 299,531 1.6 3,268,950 0.8 8,500,490 0.6 161,961 4.8
2015 4,259,980 2.5 1,525,104 2.4 303,412 1.3 3,293,030 0.7 8,545,960 0.5 165,895 2.4
2016 4,325,400 1.5 1,541,908 1.1 308,270 1.6 3,319,970 0.8 8,589,351 0.5 170,351 2.7

Forecasts
2017 4,374,630 1.1 % 1,561,435 1.3 % 309,224 0.3 % 3,350,340 0.9 % 8,635,720 0.5 % $176,552 3.6 %
2018 4,415,540 0.9 1,575,825 0.9 309,563 0.1 3,380,660 0.9 8,682,120 0.5 182,809 3.5
2019 4,446,140 0.7 1,587,889 0.8 309,509 (0.0) 3,409,430 0.9 8,725,180 0.5 188,697 3.2
2020 4,452,420 0.1 1,590,822 0.2 307,910 (0.5) 3,437,420 0.8 8,765,550 0.5 194,344 3.0
2021 4,453,420 0.0 1,592,981 0.1 305,736 (0.7) 3,465,230 0.8 8,807,380 0.5 199,696 2.8

Average Annual Compound Change

2004 - 2016 1.6 % 1.2 % (0.4) % 0.7 % 0.6 % 3.6 %
2004 - 2007 2.0 2.1 (1.2) 0.3 (0.0) 6.8
2007 - 2010 (0.4) (1.1) (3.5) 0.8 0.8 (0.2)
2010 - 2016 2.5 2.0 1.5 1.0 0.7 5.9
Forecast 2017 - 2021 0.4 % 0.5 % (0.3) % 0.8 % 0.5 % 3.1 %

Source: REIS Report, 1s t Qua rter, 2017

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 26
 Unemployment The following table sets forth unemployment data for New York City, the New York-
Northern New Jersey-Long Island, NY-NJ-PA MSA, New York State, and the nation.

FIGURE 3-3 UNEMPLOYMENT STATISTICS

Year County MSA State Country

2007 5 % 4.4 % 4.6 % 4.6 %

2008 5.6 5.3 5.4 5.8
2009 9.3 8.6 8.3 9.3
2010 9.5 8.9(r) 8.6 9.6
2011 9.1 8.6(r) 8.3 8.9
2012 9.3(d) 8.7(r) 8.5(d) 8.1
2013 8.8(d) 7.9(r) 7.7(d) 7.4
2014 7.3(d) 6.5(r) 6.3(d) 6.2
2015 5.7(d) 5.3(r) 5.3(d) 5.3
2016 5.2(d) 4.8(r) 4.8(d) 4.9
Recent Month - March
2016 5.4 % 5.0 % 5.1 % 5.0 %
2017 4.1 4.1 4.4 4.5
* Letters shown next to data points (if any) reflect revised population controls
and/or model re-estimation implemented by the BLS.

Source: U.S. Burea u of La bor Sta ti s ti cs

After the U.S. unemployment rate declined to an annual average of 4.6% in 2006 and
2007, the Great Recession, which spanned December 2007 through June 2009,
resulted in heightened unemployment rates. The unemployment rate peaked at
10.0% in October 2009, after which job growth resumed; the national
unemployment rate has steadily declined since 2010. Total nonfarm payroll
employment increased by 50,000, 174,000, and 138,000 jobs in March, April, and
May, respectively. The strongest gains in May were recorded in the health care and
mining sectors. The national unemployment rate remains low, registering at 4.5%
in March, 4.4% in April, and 4.3% in May; it has remained under the 5.0% mark since
May 2016, reflecting a trend of relative stability and the overall strength of the U.S.
economy.

In 2008, the impact of the subprime mortgage crisis broadened, as the financial
services sector, on which New York City is particularly reliant, weakened
significantly. As a result, year-end unemployment figures for 2008 registered
increases for New York County and the MSA. In 2009, unemployment continued to
rise in connection with the deepening national recession before peaking in 2010.
The New York area began to show signs of economic improvement beginning in

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 27
 2011, and after relative stability in 2012, unemployment declined more through
2014. The unemployment rate recorded in 2014 was the lowest since 2010, and
continued to show further improvement through 2015 and 2016. Unemployment
continues to trend towards a record low in the year-to-date period.

Office Market Trends The following table summarizes the historical and future office market statistics as
of the most recent quarter, as provided by REIS.

FIGURE 3-4 HISTORICAL AND PROJECTED OFFICE SPACE STATISTICS –

MANHATTAN

Available Occupied Vacancy Asking

Year Office Space % Chg Office Space % Chg Rate Lease Rate % Chg
2004 355,956,000 — 319,636,000 — 10.2 % $42.20 —
2005 354,948,000 (0.3) % 323,297,000 1.1 % 8.9 44.30 5.0 %
2006 354,211,000 (0.2) 328,229,000 1.5 7.3 51.42 16.1
2007 353,503,000 (0.2) 333,460,000 1.6 5.7 63.58 23.6
2008 353,132,000 (0.1) 324,719,000 (2.6) 8.0 64.40 1.3
2009 354,062,000 0.3 312,838,000 (3.7) 11.6 55.14 (14.4)
2010 352,978,000 (0.3) 312,667,000 (0.1) 11.4 54.85 (0.5)
2011 352,590,000 (0.1) 315,448,000 0.9 10.5 57.19 4.3
2012 350,276,000 (0.7) 315,453,000 0.0 9.9 59.85 4.7
2013 357,192,000 2.0 321,843,000 2.0 9.9 62.81 4.9
2014 361,180,000 1.1 326,758,000 1.5 9.5 65.48 4.3
2015 359,949,000 (0.3) 326,696,000 (0.0) 9.2 69.57 6.2
2016 358,316,000 (0.5) 325,972,000 (0.2) 9.0 70.98 2.0

Forecasts
2017 360,221,000 0.5 % 327,755,000 0.5 % 9.0 % $72.76 2.5 %
2018 364,644,000 1.2 330,600,000 0.9 9.3 74.15 1.9
2019 370,278,000 1.5 334,926,000 1.3 9.5 75.53 1.9
2020 371,742,000 0.4 335,594,000 0.2 9.7 77.13 2.1
2021 373,339,000 0.4 335,829,000 0.1 10.0 78.66 2.0

Average Annual Compound Change

2004 - 2016 0.1 % 0.2 % 4.4 %
2004 - 2007 (0.2) 1.4 14.6
2007 - 2010 (0.0) (2.1) (4.8)
2010 - 2016 0.3 0.7 4.4
Forecast 2017 - 2021 0.9 % 0.5 % 2.0 %

Source: REIS Report, 1s t Qua rter, 2017

The following illustrates office market statistics through the most recent quarter for
the seven Manhattan submarkets. These submarkets primarily span the downtown
to midtown areas of Manhattan.

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Proposed 9 Orchard Hotel – New York, New York 28
FIGURE 3-5 OFFICE MARKET STATISTICS FOR INDIVIDUAL MANHATTAN SUBMARKETS

Inventory Occupied Office Vacancy Average Asking

Submarket Buildings Square Feet Space Rate Lease Rate

Pl a za 162 56,111,000 50,499,900 10.0 % $99.76

Mi dtown South 293 34,561,000 31,796,100 8.0 63.35
Downtown 178 70,448,000 63,191,900 10.3 54.44
Penn Sta ti on 110 27,902,000 26,200,000 6.1 51.28
Gra nd Centra l 394 112,235,000 102,470,600 8.7 76.18
Mi dtown Wes t 103 38,178,000 34,780,200 8.9 69.90
South Broa dwa y 118 19,052,000 17,985,100 5.6 67.17
Totals and Averages 1,358 358,487,000 326,923,800 8.8 % $71.28
Source: REIS Report, 1s t Qua rter, 2017

Jacob K. Javits The Jacob K. Javits Convention Center remains one of the leading facilities in the U.S.
Convention Center for conventions and tradeshows. The center also serves as an important economic
anchor for New York, supporting the city’s hotel, restaurant, and tourism industries.
After several years of delays, the Javits Center received final approval regarding a
five-year, $463-million renovation and expansion in July 2009; the project was
completed in 2014. Prior to the expansion/renovation, the Javits Center contained
approximately ±760,000 square feet of exhibition space, ±30,000 square feet of
meeting space, and ±665,000 square feet of pre-function, support, and staging areas.
In July 2009, project that was supposed to begin three governors ago. With the
addition of the 100,000-square-foot Javits Center North, the center now contains an
additional 40,000 square feet of true exhibition space and 60,000 square feet of pre-
function and registration areas, restrooms, food service areas, a truck court and
loading docks. Further highlights of the renovation included a new façade, flooring,
mechanical, technology, and sustainability systems, as well as a new 6.75-acre green
roof.

In January 2016, New York State Governor Cuomo unveiled a $1-billion expansion
plan for Javits. The plan calls for the creation of an additional one million square feet
of event space, including a new 60,000-square-foot ballroom that would be the
largest in New York City and a new four-story garage for tractor-trailers carrying
equipment. The expansion would increase the convention center’s total footprint to
approximately 3.3-million square feet, a nearly 50% increase from its current size.

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Proposed 9 Orchard Hotel – New York, New York 29
 RENDERING - POST EXPANSION JAVITS CENTER

At present, the conventions center accounts for approximately one-third of all

business travel to New York City, generating almost $1.8 billion in annual economic
impact. With a 70% occupancy rate, the Javits Center is also considered the busiest
in the United States. The following figure illustrates annual convention center
activity since 2011. We note that data for calendar year 2016 was unavailable as of
the effective date of this report.

FIGURE 3-6 CONVENTION CENTER STATISTICS

Trade Shows,
Conventions, & Exhibiting Exhibitor Total
Year Public Shows* % Change Companies % Change Attendees Personnel Attendance % Change
2011 103 - 34,402 - 1,938,900 120,407 2,059,307 -
2012 95 -7.8% 32,632 -5.1% 1,937,700 114,212 2,051,912 -0.4%
2013 102 7.4% 36,004 10.3% 2,162,700 126,014 2,288,714 11.5%
2014 108 5.9% 39,155 8.8% 2,056,000 137,043 2,193,043 -4.2%
2015 129 19.4% 39,632 1.2% 2,157,300 224,634 2,381,934 8.6%
*Speci a l Events numbers a re not i ncl uded i n fi gures a bove.
Source: Ja cob K. Ja vi ts Conventi on Center

Tourism New York City is one of the most popular and frequently visited destinations in the
United States. In 2016, New York City accommodated roughly 60.3 million visitors
– a record level. Of the overall visitation figure, roughly 12.7 million hailed from

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Proposed 9 Orchard Hotel – New York, New York 30
 international markets, maintaining the city’s rank as the number one U.S.
destination for overseas travelers. These figures were up from the city’s initial
visitation estimates, surpassing the forecast 59.7 million visitors; the tourism
industry supported approximately 375,000 jobs in 2016 and generated $42.2-
billion in visitor spending as of 2015 (spending data for year-end 2016 was not yet
available as of the effective date of this report).

According to most market observers, such record levels could not be realized
without the expanded availability of hotel rooms in New York City. In fact, as
illustrated by the tourism data in the following, the highest tourism levels have been
recorded over the past five years – the period of highest availability of hotel
guestroom inventory in the market.

FIGURE 3-7 NEW YORK CITY – HISTORICAL TOURISM LEVELS (NYC & COMPANY)

70.00
International

Domestic
60.00

50.00
No. of Visitors

40.00

30.00

20.00

10.00

0.00
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

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Proposed 9 Orchard Hotel – New York, New York 31
FIGURE 3-8 NEW YORK CITY – VISITOR SPENDING (NYC & COMPANY)

$45.00

$40.00

$35.00

$30.00

$25.00
Billions

$20.00

$15.00

$10.00

$5.00

$0.00
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Source: NYC & Company

Airports The New York City area is served by three major airports: John F. Kennedy (JFK)
International, LaGuardia (LGA), and Newark Liberty International (EWR). The
following table presents a summary of historical passenger activity at these
facilities.

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Proposed 9 Orchard Hotel – New York, New York 32
FIGURE 3-9 PASSENGER STATISTICS – REGION’S THREE MAJOR AIRPORTS

LaGuardia Airport JFK Intl. Airport Newark Liberty Intl. Airport All Three Airports
Total Percentage Total Percentage Total Percentage Total Percentage
Year Passengers Change Passengers Change Passengers Change Passengers Change

1998 22,849,071 — 31,043,726 — 32,520,692 — 86,413,489 —

1999 23,926,923 4.7 % 31,708,431 2.1 % 33,622,686 3.4 % 89,258,040 3.3 %
2000 25,374,866 6.1 32,856,220 3.6 34,188,468 1.7 92,419,554 3.5
2001 21,900,000 (13.7) 29,400,000 (10.5) 30,500,000 (10.8) 81,800,000 (11.5)
2002 21,986,679 0.4 29,947,152 1.9 29,202,654 (4.3) 81,136,485 (0.8)
2003 22,482,770 2.3 31,732,446 6.0 29,431,061 0.8 83,646,277 3.1
2004 24,435,619 8.7 37,517,496 18.2 31,908,556 8.4 93,861,671 12.2
2005 25,878,601 5.9 40,884,350 9.0 33,037,754 3.5 99,800,705 6.3
2006 25,810,452 (0.3) 42,629,470 4.3 35,691,887 8.0 104,131,809 4.3
2007 24,985,264 (3.2) 47,716,941 11.9 36,367,240 1.9 109,069,445 4.7
2008 23,076,903 (7.6) 47,807,475 0.2 35,366,359 (2.8) 106,250,737 (2.6)
2009 22,142,336 (4.0) 45,915,069 (4.0) 33,424,110 (5.5) 101,481,515 (4.5)
2010 23,983,082 8.3 46,514,154 1.3 33,107,041 (0.9) 103,604,277 2.1
2011 24,122,478 0.6 47,683,529 2.5 33,711,372 1.8 105,517,379 1.8
2012 25,707,784 6.6 49,292,733 3.4 34,014,027 0.9 109,014,544 3.3
2013 26,722,183 3.9 50,423,765 2.3 35,016,236 2.9 112,162,184 2.9
2014 26,954,588 0.9 53,254,362 5.6 35,600,108 1.7 115,809,058 3.3
2015 28,437,668 5.5 56,827,154 6.7 37,494,704 5.3 122,759,526 6.0
2016 29,786,769 4.7 58,956,288 3.7 40,351,331 7.6 129,094,388 5.2
Yea r-to-Da te through Ma rch
2016 6,519,701 — 12,850,561 — 8,818,138 — 28,188,400 —
2017 6,352,267 -2.6 % 12,916,233 0.5 % 9,751,679 10.6 % 29,020,179 3.0 %
Source: Port Authori ty of New York a nd New Jers ey

As detailed, after incurring overall passenger activity declines in 2008 and 2009 due
to the impact of the latest recession, statistics have improved since 2010. Overall
passenger count rebounded by roughly 2% in each - 2010 and 2011. In 2012, overall
passenger count for the area increased at a stronger rate of 3.3%, and the
momentum continued through 2015. We note that New York City benefited from
relatively mild winters in early 2016 and 2017, resulting in reduced flight
cancelations than in prior years; coupled with rises in demand and flight offerings,
passenger counts have continued to climb.

LaGuardia Airport Expansion

The State of New York has commenced an ambitious construction project that
envisions an entirely new, $3.6 billion central terminal at LaGuardia, in the context
of a redevelopment of the entire airport. While a new terminal has been in the works
for years, in October 2014 Governor Andrew Cuomo announced a new goal of
redeveloping the entirety of the airport. The redeveloped hub would offer vast open
spaces, restaurants, shopping plazas, new parking garages, free Wi-Fi and other

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Proposed 9 Orchard Hotel – New York, New York 33
 amenities now common in other airports. Built to accommodate 8 million
passengers a year, the existing central terminal at LaGuardia Airport now handles
12.5 million. The government envisions a redeveloped airport that could handle as
many as 17.5 million passengers by 2030. The Port Authority selected a partner in
Spring 2015 to redevelop the airport; the consortium selected, Gateway Partners, is
a joint venture including Vantage Airport Group, Skanska, Meridiam, Walsh
Construction, HOK and Parsons Brinckerhoff. This consortium will work to install
the new central terminal in conjunction with the forthcoming master plan for
LaGuardia.

JFK Airport Expansion

In 2010, the Port Authority approved a plan to demolish Terminal 3 and construct
a new state-of-the-art terminal to replace aging Terminal 4. The $1.2-billion project
commenced in 2011 and the first phase of this project was completed in May 2013.
Terminal 4 is occupied by Delta Air Lines and the opening of the first phase includes
an expanded security area with 16 lanes, improved check-in areas, a centralized
security checkpoint, a new 24,000 square-foot Sky Club, an improved baggage
handling system, as well as improved Customs and Border Protection baggage claim
and re-check facilities. Phase two of the Terminal 4 redevelopment plan was
completed in early 2015, including an additional 11 gates on Terminal 4’s Concourse
B.

In January 2017, New York Governor Andrew Cuomo announced a $10-billion

upgrade plan to modernize JFK airport, including changes to key access routes, mass
transit systems upgrades, and terminal renovations. The Van Wyck Expressway, the
airport’s main access route, would be expanded while additional cars would be
added to each Airtrain. The existing terminals will be linked to one another, allowing
passengers to make connections without leaving and reentering the main terminal
system. Though no timelines was released for the project, funding is expected to
comprise a mix of public and private. The city forecasts that passenger traffic at JFK
would reach 75 million by 2030 and 100 million by 2050.

Woods & Poole In addition to the data outlined earlier in this section, we have provided a summary
Economic and of economic and demographic statistics compiled by Woods & Poole Economics,
Demographic Review Inc., a well-regarded forecasting service based in Washington, DC. In addition to
information for the Borough of Manhattan (New York County), statistics are also
provided for the New York-Northern New Jersey-Long Island, NY-NJ-PA
Metropolitan Statistical Area (MSA). The MSA consists of New York City’s five
boroughs and the New York Counties of Nassau, Putnam, Rockland, Suffolk and
Westchester; the New Jersey Counties of Bergen, Essex, Hudson, Hunterdon,
Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex, and Union; and

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Proposed 9 Orchard Hotel – New York, New York 34
 Pike County, Pennsylvania. Data for the State of New York and the nation as a whole
are also provided.

These figures are set forth in the following table. All dollar amounts have been
adjusted for inflation by Woods & Poole, and thus they reflect real change. We note
that the percent changes indicated in the following table are based on unrounded
figures; consequently, they may not calculate exactly. Historical and projected
employment for the MSA is summarized in the second table.

FIGURE 3-10 ECONOMIC AND DEMOGRAPHIC DATA FOR THE SUBJECT PROPERTY’S MARKET AREA
Average Annual
Compounded Change
2000 2010 2015 2020 2000-10 2010-15 2015-20

Resident Population (Thousands)

New York County 1,540.5 1,587.5 1,613.4 1,626.2 0.3 % 0.3 % 0.2 %
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 18,980.0 19,590.9 20,115.5 20,646.4 0.3 0.5 0.5
New York-Newa rk, NY-NJ-CT-PA CSA 22,282.7 23,103.2 23,715.1 24,344.2 0.4 0.5 0.5
Sta te of New York 19,001.8 19,395.2 19,819.8 20,256.9 0.2 0.4 0.4
Uni ted Sta tes 282,162.4 309,330.2 324,186.9 340,554.3 0.9 0.9 1.0

Per-Capita Personal Income*

New York County $100,985 $113,810 $117,251 $124,734 1.2 0.6 1.2
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 47,454 53,239 56,306 60,241 1.2 1.1 1.4
New York-Newa rk, NY-NJ-CT-PA CSA 47,600 52,930 56,010 59,945 1.1 1.1 1.4
Sta te of New York 41,650 48,320 51,080 54,689 1.5 1.1 1.4
Uni ted Sta tes 36,473 39,144 41,554 44,387 0.7 1.2 1.3

W&P Wealth Index

New York County 247.4 261.8 254.8 253.9 0.6 (0.5) (0.1)
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 123.6 129.9 129.4 129.6 0.5 (0.1) 0.0
New York-Newa rk, NY-NJ-CT-PA CSA 124.2 129.6 129.2 129.4 0.4 (0.1) 0.0
Sta te of New York 109.4 118.6 118.1 118.3 0.8 (0.1) 0.0
Uni ted Sta tes 100.0 100.0 100.0 100.0 0.0 0.0 0.0

Food and Beverage Sales (Millions)*

New York County $7,421 $9,937 $10,879 $11,421 3.0 1.8 1.0
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 24,862 30,738 33,644 35,816 2.1 1.8 1.3
New York-Newa rk, NY-NJ-CT-PA CSA 29,056 35,763 39,134 41,699 2.1 1.8 1.3
Sta te of New York 23,877 29,077 31,734 33,764 2.0 1.8 1.2
Uni ted Sta tes 368,842 447,396 499,600 548,160 1.9 2.2 1.9

Total Retail Sales (Millions)*

New York County $36,498 $45,633 $50,303 $53,322 2.3 2.0 1.2
New York-Newa rk-Jers ey Ci ty, NY-NJ-PA MSA 242,970 261,795 290,417 311,951 0.7 2.1 1.4
New York-Newa rk, NY-NJ-CT-PA CSA 294,541 313,385 347,642 373,585 0.6 2.1 1.4
Sta te of New York 227,621 244,202 270,022 289,311 0.7 2.0 1.4
Uni ted Sta tes 3,902,969 4,149,070 4,707,800 5,187,469 0.6 2.6 2.0

* Infl a ti on Adjus ted

Source: Woods & Pool e Economi cs , Inc.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 35
FIGURE 3-11 HISTORICAL AND PROJECTED EMPLOYMENT – MSA (+000)
Average Annual
Compounded Change
Percent Percent Percent Percent 2000- 2010- 2015-
Industry 2000 of Total 2010 of Total 2015 of Total 2020 of Total 2010 2015 2020
Fa rm 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 0.0 % 0.0 % 0.0 % 0.0 %
Fores try, Fi s hi ng, Rel a ted Acti vi ti es And Other 0.2 0.0 0.3 0.0 0.3 0.0 0.3 0.0 3.6 (1.3) 0.7
Mi ni ng 1.4 0.1 1.2 0.0 1.4 0.0 1.3 0.0 (1.4) 2.2 (0.7)
Uti l i ti es 5.7 0.2 3.6 0.1 3.6 0.1 3.5 0.1 (4.4) (0.1) (0.5)
Cons tructi on 40.5 1.5 36.9 1.3 38.2 1.3 39.6 1.3 (0.9) 0.7 0.7
Ma nufa cturi ng 69.0 2.5 29.3 1.1 27.1 0.9 25.0 0.8 (8.2) (1.6) (1.6)
Tota l Tra de 245.4 9.0 236.8 8.6 251.1 8.6 257.8 8.6 (0.4) 1.2 0.5
Whol es a l e Tra de 104.3 3.8 82.7 3.0 82.0 2.8 79.2 2.6 (2.3) (0.2) (0.7)
Reta i l Tra de 141.1 5.2 154.1 5.6 169.1 5.8 178.6 5.9 0.9 1.9 1.1
Tra ns porta ti on And Wa rehous i ng 36.8 1.3 24.5 0.9 23.5 0.8 22.7 0.8 (4.0) (0.8) (0.7)
Informa ti on 181.6 6.6 153.2 5.5 159.8 5.5 160.3 5.3 (1.7) 0.9 0.1
Fi na nce And Ins ura nce 385.7 14.1 358.1 13.0 379.6 13.1 386.9 12.8 (0.7) 1.2 0.4
Rea l Es ta te And Renta l And Lea s e 108.5 4.0 140.5 5.1 144.1 5.0 147.6 4.9 2.6 0.5 0.5
Tota l Servi ces 1,197.0 43.7 1,324.7 47.9 1,427.3 49.1 1,510.1 50.1 1.0 1.5 1.1
Profes s i ona l And Techni ca l Servi ces 327.0 11.9 355.8 12.9 384.1 13.2 405.7 13.5 0.8 1.5 1.1
Ma na gement Of Compa ni es And Enterpri s es 49.3 1.8 57.6 2.1 62.0 2.1 65.2 2.2 1.6 1.5 1.0
Admi ni s tra ti ve And Wa s te Servi ces 166.7 6.1 144.7 5.2 151.6 5.2 158.4 5.3 (1.4) 0.9 0.9
Educa ti ona l Servi ces 92.3 3.4 117.2 4.2 125.1 4.3 129.2 4.3 2.4 1.3 0.6
Hea l th Ca re And Soci a l As s i s ta nce 208.7 7.6 240.5 8.7 258.0 8.9 282.7 9.4 1.4 1.4 1.8
Arts , Enterta i nment, And Recrea ti on 94.4 3.4 108.8 3.9 115.5 4.0 121.6 4.0 1.4 1.2 1.1
Accommoda ti on And Food Servi ces 147.0 5.4 182.5 6.6 204.7 7.0 215.2 7.1 2.2 2.3 1.0
Other Servi ces , Except Publ i c Admi ni s tra ti on 111.6 4.1 117.6 4.3 126.3 4.3 132.1 4.4 0.5 1.4 0.9
Tota l Government 466.5 17.0 455.0 16.5 452.1 15.5 459.3 15.2 (0.2) (0.1) 0.3
Federa l Ci vi l i a n Government 31.7 1.2 24.4 0.9 21.5 0.7 20.6 0.7 (2.6) (2.5) (0.8)
Federa l Mi l i ta ry 3.1 0.1 2.8 0.1 2.9 0.1 2.9 0.1 (1.0) 0.7 0.1
Sta te And Loca l Government 431.7 15.8 427.8 15.5 427.8 14.7 435.8 14.5 (0.1) (0.0) 0.4
TOTAL 2,738.3 100.0 % 2,764.0 100.0 % 2,908.2 100.0 % 3,014.5 100.0 % 0.1 % 1.0 % 0.7 %
MSA 10,398.6 — 11,217.5 — 11,825.8 — 12,427.5 — 0.8 % 1.1 % 1.0 %
U.S. 165,371.0 — 173,626.7 — 185,504.6 — 198,343.5 — 0.8 1.3 1.3

Source: Woods & Pool e Economi cs , Inc.

Market Area Reflective of the impact of the latest recession, economic indicators for New York
Conclusion City illustrated worsening trends through most of 2009. However, New York City
rebounded well over the last three quarters of 2010 and the first half of 2011. The
recovery has slowed somewhat in 2012 due to a meeker domestic recovery process
and the European debt crisis. However, in 2013, a stronger growth trend resumed
and continued at a strong pace from 2014 through 2016. Considering its diverse and
expansive economic base, the outlook for the New York City market remains
positive, with a potential for particularly strong growth when the global economic
recovery intensifies.

July-2017 Market Area Analysis

Proposed 9 Orchard Hotel – New York, New York 36
4. Manhattan Lodging Overview

Historical Trends Hotel performance in the Manhattan lodging market has experienced some wide
fluctuations over the course of up and down economic cycles since 1989. Between
January 1989 and December 2016, the market was affected by three national
recessions, which produced some dramatic dips in demand. The first two recessions
(in 1990/91 and 2001, respectively) lasted approximately eight months, while the
most recent began in late 2008 and stretched for 18 months—making it the most
serious and prolonged economic setback in the U.S. since World War II.

The following graph illustrates the dynamics between supply and demand in
Manhattan. The percent changes in supply and demand reflect a twelve-month
moving average from January 1989 through December 2016. The recessionary
periods, which were all followed by a sharp decline in demand, are highlighted in
yellow.

FIGURE 4-1 NATIONAL ECONOMIC DOWNTURNS PRODUCE WIDE SWINGS IN DEMAND FOR HOTELS

15% 1
11.6%
11.0%
Aug '10
May '04 0.9
7.7%
10%
Mar '95 0.8

0.7
5%
0.6

0% 0.5

0.4
-5%
-4.3% 0.3
-6.1% Aug '09
Oct '91 0.2
-10%
-9.9%
0.1
Mar '02

-15% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions Supply % Change - CAGR 1.9% Demand % Change - CAGR 2.3%

Source: HVS, STR, and National Bureau of Economic Research

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 37
 Notably, the minor decline in demand in 2006 was a result of the massive popularity
of an art exhibit held in Central Park in the winter of 2005; the exhibit, known as
“The Gates,” attracted between one and one-and-a-half million additional visitors to
Manhattan during the low season for tourism, and demand normalized the following
year. The conversion of several hotels to condominiums during this period further
contributed to the decline in demand. Demand declines in Manhattan have been
typically short-lived (between 12 to 16 months) and followed by steep increases, a
testament to the market’s resiliency.

The most recent and most serious recession (in terms of duration and severity)
coincided with a sharp increase in hotel supply in the Manhattan lodging market.
Nevertheless, hotel demand did not suffer as much as during the previous two
recessions. Demand bottomed out at -4.3% in August 2009, whereas demand fell -
9.9% in March 2002 and -6.1% in October 1991. Manhattan hotel demand also
experienced its strongest rebound following the 2008/09 recession. In August
2010, the Manhattan market registered an increase in demand of 11.6%—the
strongest year-over-year growth in demand over the last 27 years.

This significant recovery reflects Manhattan’s growing diversity of major demand

generators. New York City boasts a status as the world’s financial capital, with
international banking and investment institutions drawing in commercial travelers
year round. The city is also an international cultural destination, and leisure
travelers descend on Manhattan by the millions each year, particularly in the spring
and summer months. Tourism and commercial business continues to expand in the
market, increasing the call for hotel rooms and supporting strong demand
fundamentals for local hotels.

Through year-end 2016, demand growth modestly outpaced increases in supply; on

a twelve-month moving average, supply increased at 4.9% comared to 5.5%
demand growth.

Changes in Hotel Strong barriers to entry in the Manhattan market historically meant a minimal
Supply expansion of hotel supply; from 2004 through 2006, supply actually decreased
because of the conversion of several hotels to condominiums. Since early 2009,
however, the market has consistently registered strong year-over-year supply
growth. From January 2009 to December 2016, supply increased by 39.1% on a
twelve-month moving average. During each month from December 2009 through
January 2012, supply growth exceeded 5% on a twelve-month moving average. The
pipeline of new supply slowed somewhat in the years that followed, but picked up
from July 2014 through February 2015, surpassing 5% growth per month yet again.

Throughout 2015, supply growth stood above 3.0% for the majority of the year,
though the pace of growth began to moderate slightly during the fourth quarter.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 38
 Through the first half of 2016, supply levels continued to rise by an average of 3.3%
per month; this pace accelerated to 4.6% per month in the second half of the year,
resulting in average monthly supply growth of 4.0% for 2016 on a twelve-month
moving average.

Historically, the Manhattan market has been undersupplied. For more than a
quarter century, compounded average annual demand growth has outpaced
corresponding growth in supply, as indicated in the previous chart. Manhattan
ranks among a select few of the top 25 U.S. lodging markets that have maintained
such a positive differential between supply and demand.

The trend of inventory growth recorded from 2009/10 through 2016 is anticipated
to continue at record levels through 2018. Although we expect a tapering of growth
in new supply beyond 2018, as hotel financing has become scarcer and land costs
have remained high, the supply pipeline at present for 2019 remains robust, as will
be presented subsequently in this report.

Hotel Performance in Manhattan’s favorable supply and demand dynamics have translated into strong
Manhattan occupancy levels for area hotels, despite some relatively brief occupancy declines.
The following graph illustrates occupancy trends as a twelve-month moving
average from January 1989 to December 2016.

FIGURE 4-2 MANHATTAN HOTEL OCCUPANCY MAINTAINS 55 MONTHS OF 85%+ OCCUPANCY

90% 87.2% 70
Dec.'14
15 Mo.
60
85%
55 Mo.
50
80% 6 Mo.
34 Mo.
79.2% 40
Aug '09
75%
30
72.2%
70% Aug '02
20

65%
10

60% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16
Recessions Occ

Source: HVS, STR, and National Bureau of Economic Research

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 39
 Occupancy in Manhattan suffered some volatility over the illustrated period,
particularly during the recessions of the early 1990s and 2000s. Occupancy
recovered, however, and held fast in the mid-80s from 2005 through 2008, which
suggests that Manhattan hotels, overall, were at close to maximum capacity during
that time.

While the 2008/09 recession once again sent occupancy reeling, the decline was not
nearly as severe or drawn out as that following the 2001 recession, despite the
increase in hotel supply. Occupancy dipped below the 80% threshold for only six
consecutive months in 2009, whereas occupancy remained in the low-to-mid 70%
range from July 2001 to April 2004—a span of 34 months.

Comparative growth over the same periods illustrates occupancy’s relatively strong
recovery following the most recent downturn. During the expansion period
following the 2001 recession, occupancy remained above 85% for 15 consecutive
months. As of December 2016, occupancy has remained above 85% for 55
consecutive months, hitting an all-time high of 87.2% in December 2014; in 2016,
monthly occupancy on a twelve-month moving average remained relatively stable,
fluctuating in the narrow range between 86.2% and 86.8%, the height of which was
registered in the most recent December period.

The following graph illustrates average rate levels as a twelve-month moving

average for Manhattan hotels from January 1989 to December 2016.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 40
FIGURE 4-3 AVERAGE RATE PEAKS IN LATE 2008, GROWTH TAPERS AFTER RECOVERY

$350 $313.78 200

Sep '08 $278.49
Dec'16180
$300
160

$250 140

120
$200
100
$150
80

$100 60

40
$50
20

$0 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions ADR

Source: HVS, STR, and National Bureau of Economic Research

Registering at $278.49 as of year-end 2016, average rate sat approximately 11.5%

below its prior peak of $313.78 in September 2008. Average rate reached a post-
recession height of $292.59 in November 2014. Unlike occupancy in the market,
which has soared since the last recession, both average rate and RevPAR levels for
Manhattan hotels have yet to fully recover from the downturn. Indeed, the increase
in supply has hindered average rate recovery. Although demand fundamentals in
Manhattan have remained strong and overall occupancy has stood solidly in the
mid-80s, many hotel operators have either kept average rates flat or even lowered
them for fear of losing market share.

The following graph illustrates RevPAR levels in the Manhattan lodging market from
January 1989 to year-end 2016.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 41
FIGURE 4-4 REVPAR FOR HOTELS MODERATES THROUGH OCTOBER 2016, FACES PROLONGED
RECOVERY

$300 200
$269.00
$241.61
Sep '08
Dec. '16 180
$250
160

140
$200
120

$150 100

80
$100
60

40
$50
20

$0 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 14 15 16

Recessions RevPAR

Source: HVS, STR, and National Bureau of Economic Research

Like average rate, RevPAR in Manhattan has leveled off in the past three years.
Despite almost five years of steady gains, the latest available figures (from
December 2016) show RevPAR approximately 10.2% below its historical peak in
September 2008. Yet both average rate and RevPAR for Manhattan hotels have
increased significantly since 1989, particularly during the expansion period
following the 2001 recession.

RevPAR has been slower to recover from the most recent recession. Compounded
annual growth from January 2010 to June 2012 was 8.6%, indicating a strong pace
of recovery; however, from July 2012 through December 2016, the rate declined to
approximately 1.0%. This deceleration in recovery has postponed the market’s
ability to surpass the 2008 peak; thus, we have consequently adjusted the forecast
of when the market could return to its record RevPAR levels.

The following graph illustrates percent changes in occupancy and average rate as a
twelve-month moving average from January 1989 to December 2016.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 42
FIGURE 4-5 AFTER RECOVERY IN 2011, AVERAGE RATE DECELERATION LEADS TO DECLINES IN 2015/16

20% 17.5% 1
Jul '06
15% 11.8% 0.9
Oct '98 10.1%
Apr '11 0.8
10%

0.7
5%
0.6
0%
0.5
-5% -5.1% -2.9%
Apr '92 -7.7% 0.4
May '09 Dec. '16
-10% -8.1% -11.2% 0.3
May '91 Jan '02
-15%
0.2

-20% -17.2%
Aug '02 -22.7% 0.1
Jan '10
-25% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions Occ % Change ADR % Change

Source: HVS, STR, and National Bureau of Economic Research

Average rate volatility in the Manhattan lodging market has become more
pronounced over the illustrated period; however, it is worthy to note that this trend
in part reflects the growing number of hotels reporting average rates to STR or
through online resources such as Expedia. The immediate availability of lodging
data has created a higher level of transparency in the market, enabling local hotel
operators to react quickly to shifts in competitors’ average rates. Furthermore,
Manhattan’s lodging industry grows more competitive as new hotels continue to
open.

The most significant shifts in average rate came in the wakes of past recessions, as
hotel operators cut prices to capture more rate-conscious demand. Average rates
have demonstrated a capacity to rebound following some of the most precipitous
declines. Average rate in Manhattan plummeted 17.2% in August 2002; four years
later, however, rates surged by a comparable magnitude of 17.5%.

Relatively healthy occupancy levels in Manhattan during and following the 2008/09
recession came largely at the expense of even more sizeable cuts in average rate;
percent change in average rate bottomed out at 22.7% in January 2010.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 43
 Nevertheless, average rate rebounded faster and stronger following the most recent
recession than after either of the previous two contractions.

Since 2011, however, average rate growth has decelerated. As occupancy levels
fluctuated, operators maintained healthy average rate growth through 2012, 2013,
and most of 2014. Yet as new hotels continued to enter the market, average rate
growth slowed in late 2014 and declined in August 2015.

Average rate then further declined for 15 consecutive months, with the most
significant monthly decline registered in October 2016 at -4.2% on a twelve-month
moving average. However, this trend began to reverse in November, with respective
declines of -3.5% and -2.9% registered in November and December 2016 on a
twelve-month moving average. On a year-over-year basis, these months actually
registered rate improvements of 3.9% and 1.3%, respectively. Although the market
is still considered highly volatile in terms of rate growth, this trend demonstrates
that rate may have bottomed out in the current down cycle. Operators also remain
optimistic that this trend will be sustained through Q1 2017, a traditionally weak
period for the market.

Supply versus Average The following graph illustrates percent changes in hotel supply and average rate as
Rate Changes for a twelve-month moving average from January 1989 to December 2016.
Manhattan Hotels

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 44
FIGURE 4-6 A STEEP DROP IN AVERAGE RATE COINCIDES WITH A RISE IN NEW SUPPLY IN 2009/10

25% 1
17.5%
20% 11.8% Jul '06 0.9
Oct '98
15% 10.1% 0.8
Apr '11
10%
0.7
27 Mo. 46 Mo.
5%
0.6
0%
0.5
95 Mo. 59 Mo. 59 Mo.
-5%
-4.2% 0.4
-10% -5.1% Oct '16
Apr '92
0.3
-15%

-20% -17.2% 0.2

Aug '02
-25% -22.7% 0.1
Jan '10
-30% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions ADR % Change Supply % Change

Source: HVS, STR, and National Bureau of Economic Research

Periods of economic recovery and expansion in a lodging market are characterized

by strong growth in average rates, and this has been evident in Manhattan. The
market realized 27 consecutive months of double-digit increases in average rate
from January 1997 to March 1999, followed by 46 consecutive months of rising
average rates from November 2004 to August 2008. The market experienced its
steepest rise in average rate growth during the expansion period following the 2001
recession, which coincided with decreases in supply.

Since the most recent recession, the market has experienced only one month of
double-digit average rate growth: 10.1% in April 2011. The somewhat repressed
recovery of average rate in Manhattan largely reflects an upward shift in hotel
supply. The significant number of new hotels entering the market since early 2009
has not negatively affected occupancy; however, the additional inventory has
limited the ability for hotel operators to raise average rates.

This trend became more pronounced in 2015 when, after 59 months of positive
growth, average rates on a twelve-month moving average declined for the first time
since 2010, declining more rapidly each month as depicted on the illustration above.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 45
 The rapid influx of supply has significantly reduced the number of sell-out room
nights in the market; operators report that this lack of compression has hindered
their ability to drive average rate during peak demand periods. This has resulted in
additional consumer pricing power, as increased inventory has also reduced the
pressure for advanced bookings; with a shorter booking window, operators report
difficulties in yield-strategy implementation, particularly given some operators’
incentive to cut last-minute rates based on brand-loyalty redemption rules.

As mentioned, however, the pace of deceleration moderated in November and

December 2016, indicating that average rate may have bottomed out in the current
down cycle.

Long-Term Historical The following graph illustrates RevPAR percent changes from January 1989 to
RevPAR for Manhattan December 2016 as a twelve-month moving average.
Hotels
FIGURE 4-7 NEW SUPPLY LENGTHENS REVPAR RECOVERY PERIOD FOR MANHATTAN HOTELS

30% 1
Feb '05
22.2% 0.9
20% Mar '97
Jan '11 0.8
14.7%
12.8%
7 Mo.
0.7
10% 6 Mo.
57 Mo. 53 Mo. 0.6

0% 0.5
98 Mo. 59 Mo. 60 Mo.
0.4
-10%
Sep '91 0.3
-10.4%
0.2
-20%
0.1
July '02 Oct '09
-24.4% -27.2%
-30% 0
'89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Recessions RevPAR % Change

Source: HVS, STR, and National Bureau of Economic Research

Since 1987, RevPAR has increased at an average annual compounded rate of 3.7%.
The Manhattan market experienced 57 consecutive months of double-digit
increases in RevPAR from June 1994 to February 1999, and another 53 consecutive

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 46
 months of increases from May 2004 to September 2008. RevPAR percent change
peaked in February 2005 at 22%, bottoming out at -27.2% in October 2009, amidst
the negative impact of the recession. RevPAR in Manhattan had fallen by -24.4% in
the wake of the previous recession in July 2002.

RevPAR for Manhattan hotels was quicker to rebound following the most recent
recession than after the previous two contractions, with the recovery primarily
fueled by rapidly achieved gains in average daily rate. As of December 2016,
however, the Manhattan hotel market had experienced only six consecutive months
of double-digit increases in RevPAR, from November 2010 to April 2011. Despite a
strong initial recovery, RevPAR growth decelerated steadily beginning in 2011, and
has remained below 5% since November 2013. RevPAR growth fluctuated around
2.5% throughout 2014 and did not surpass 2.1% for any month in 2015. RevPAR
change was negative through the second half of 2015, thus ending a 60-month span
of positive change in the market. RevPAR posted a -2.4% rate of change in December
2015 (on a twelve-month moving average), which accelerated to -4.3% by October
2016. This pace of change decelerated to -2.3% in December 2016, as RevPAR
registered respective year-over-year increases of 8.5% and 3.3% in November and
December 2016, which are the highest registered in the market since September
2015.

While year-over-year increases in RevPAR late in the year could not fully mitigate
the overall RevPAR decline of 2.3% registered for 2016, this trend bodes well for a
less significant RevPAR decline in 2017. Occupancy is forecast to remain relatively
stable in the mid-80s; the historical data demonstrates that the market’s vast base
continues to generate additional demand on par with inventory increases. However,
the unprecedented expansion of hotel supply in Manhattan over the past six years
has, more than any other factor, put pressure on the city’s RevPAR recovery.
Furthermore, as will be demonstrated, a record number of new guestrooms are
expected to enter the market through year-end 2017.

The following graph illustrates RevPAR cycles through the last three recessions as
a twelve-month moving average.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 47
FIGURE 4-8 REVPAR TROUGH SHORTER IN LATEST RECESSION, THOUGH OVERALL RECOVERY IS
SIGNIFICANTLY PROLONGED

5%
4 y. 4 y. 9 mo. 11y. 5mo. - Feb.'20
0%
- 10.2%
December '16
-5%
Early 1990s Recession
-10%
2008 Recession
Trough, 27 mo.
-15%

-20%

-25%
2001 Recession
Trough, 20 mo.
-30%
Trough, 16 mo.

-35%
13

21

29

37

45

53

61

69

89

97
17

25

33

41

49

57

65

73
77
81
85

93

105

113

121
101

129
109

137
117

125

133
5
1

Months

Source: HVS and STR

Following the early 1990’s recession, RevPAR in Manhattan went from peak to
trough within 27 months, returning to its former peak after approximately four
years. RevPAR suffered far more severe falls as a result of the subsequent
recessions. RevPAR reached bottom in 20 months and took four years and nine
months to regain its former peak in the early 2000s. RevPAR took only 16 months
to fall to a low of $189.34 in January 2010, but it has yet to regain its prior peak. In
both cases, RevPAR for Manhattan hotels dropped approximately 30% in less than
two years.

RevPAR in Manhattan rebounded strongly through the end of 2010; however, the
market subsequently suffered inclement weather, which impeded visitation, and an
influx of new supply. RevPAR remained relatively flat in the first three months of
2011, growing moderately through the rest of the year. This moderate pace of
growth continued on the whole through 2015, with occasional dips into monthly
RevPAR stagnation or decline. Overall, RevPAR trended upward through 2014;
however, RevPAR growth decelerated in the first half of 2015. After flattening out
mid-year, RevPAR declined, albeit moderately, through the final five months of

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 48
 2015. This trend continued at an even more significant rate through the beginning
of 2016, as supply increases continued to affect the ability of existing properties to
achieve average rate growth.

As of December 2016, RevPAR was 10.2% lower than the September 2008 peak. We
note that RevPAR bottomed out in October 2016, registering a level 10.8% below
the prior peak, with November and December indicating a turn for the market after
registering year-over-year RevPAR increases of 8.5% and 3.3%, respectively. Going
forward, RevPAR levels are expected to remain relatively stagnant in the near term,
with recovering accelerating to a more significant pace thereafter. Given the slow
pace of recovery and the robust supply pipeline, we do not forecast a full RevPAR
recovery until February 2020, by which time supply growth will be minimal and
demand in the market will have increased further. This forecast for recovery marks
a total span of eleven years and five months, far longer than any previous recovery
period for the market.

New Supply Approximately 160 new hotels opened in Manhattan between January 2009 and
December 2016. On a twelve-month moving average, 26,803 rooms have been
added to the market since 2008, representing growth of roughly 39.9%. The largest
annual increases were registered early in this period, with supply growth near the
20% mark in both 2009 and 2010 (41.1% combined growth). The pace dropped
significantly in the years that followed, but once again rose to double-digit growth
each year from 2013 through 2015. The following chart displays the breakdown per
year of total new supply since 2009. This is followed by hotel openings per month,
from 2009 through 2016.

FIGURE 4-9 NEW SUPPLY PER YEAR (PERCENT OF TOTAL SINCE 2009)

2009 2010 2011 2012 2013 2014 2015 2016

12.5%
21.7%

13.2%

11.5% 19.4%

15.1% 5.4%
4.0%

Source: STR

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 49
FIGURE 4-10 MORE THAN 29,000 NEW HOTEL ROOMS HAVE COME ONLINE SINCE THE RECESSION

6 35,000

30,000
5

25,000
4

Total Number of Rooms

Number of Hotels

20,000

15,000

2
10,000

1
5,000

0 0

Total Hotels Total New Rooms

Source: HVS and STR

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 50
 The entrance of the most recent growth in new supply coincided with the latest
recession, continuing in its wake and into the recovery of the past several years.
Nevertheless, growth in supply has generally had a minimal effect on market-wide
occupancy. As previously discussed, supply increases in the market have historically
had a stronger impact on average rate growth than on occupancy, and the pressure
on average rates has led to the prolonged recovery of RevPAR for Manhattan hotels.
Supply growth caught up to demand growth in 2015—the first year in recent history
that this has occurred; however, this trend reversed again in 2016, even despite a
5.3% growth in rooms when compared to the 2.6% registered the previous year.
Given forecasts for supply growth through 2019, we expect overall occupancy to
remain relatively stable in the mid-80% range.

New hotel openings in Manhattan totaled 18 in 2016, as shown in the following

table.

FIGURE 4-11 HOTEL OPENINGS IN MANHATTAN IN 2015

Property Address Rooms Opening Date Property Type

Sago Hotel 120 Allen Street 20 Jan-16 Limited-Service
Four Points Financial District 6 Platt Street 261 Jan-16 Select-Service
Innside by Melia Manhattan 132 West 27th Street 313 Mar-16 Full-Service
Renaissance Midtown South 215 West 34th Street 345 Mar-16 Full-Service

Riu Plaza Time Square 8th Avenue and 46th Street 654 Mar-16 Full Service
11 Howard 11 Howard Street 221 Apr-16 Full-Service, Boutique
Riff Hotel Downtown 102 Greenwich Street 36 Apr-16 Full-Service, Boutique
AKA Wall Street 84 William Street 140 Jun-16 Full-Service, Luxury
Hotel Grand Union (HGU New York) 34 East 32nd Street 90 Jul-16 Full-Service, Boutique
The Beekman Hotel 5 Beekman 287 Sep-16 Full-Service, Boutique
Arlo Hudson Square 231 Hudson Street 325 Sep-16 Limited-Service, Boutique
Four Seasons World Trade Center 30 Park Place 189 Sep-16 Full-Service, Luxury
Fairfield Inn Manhattan Central Park 538 West 58th Street 230 Oct-16 Limited-Service
The Bernic 145 East 47th Street 96 Nov-16 Full Service, Boutique
Arlo Hotel NoMad 11 East 31st Street 248 Nov-16 Full-Service, Boutique

Courtyard Lower Manhattan 133-135 Greenwich Street 317 Nov-16 Select-Service

Carnegie Hotel 160 West 56th Street 66 Dec-16 Full-Service, Luxury
Even Hotel 44th Street 219 East 44th Street 230 Dec-16 Full Service, Boutique
Total 4,068

Source: HVS

Supply growth is expected to continue strongly through 2018 and, to a lesser extent,
through 2019. The following tables illustrate the anticipated new supply from 2016
through 2019.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 51
FIGURE 4-12 FORTHCOMING HOTEL OPENINGS IN MANHATTAN - 2017

Property Address Rooms Opening Date Property Type Neighborhood Developer/Owner

Four Points Hudson Yards 446 Tenth Avenue 151 Feb-17 Select-Service Midtown South Maddd Equities LLC
Whitby Hotel 18-20 West 56th Street 86 Feb-17 Full-Service, Luxury Midtown West Firmdale Hotels
DoubleTree Hotel 350 West 40th Street 612 Feb-17 Full-Service Midtown South McSam Hotel Group
The Artezen Hotel 24 John Street 89 Mar-17 Full-Service, Boutique Downtown N/A
Luma Hotel 120 West 41st Street 130 Mar-17 Select-Service, Boutique Midtown West Stanford Hotels
Hilton Garden Inn Water Street 6 Water Street 249 Mar-17 Select-Service Downtown McSam Hotel Group
Hilton Garden Inn Times Square South 326 West 37th Street 242 Mar-17 Select-Service Midtown South McSam Hotel Group
Proposed Allen Street Hotel 263 Broome Street 41 Apr-17 Limited-Service Lower East Side Wholesome Realty Inc.
Joie de Vivre Bowery 50 Bowery Street 225 Apr-17 Full-Service, Boutique Chinatown Bowery Holdings LLC
Hyatt House Manhattan Chelsea 101 West 28th Street 150 Apr-17 Full-Service Chelsea/Gramercy Lexin Capital
MADE Hotel 44 West 29th Street 108 Apr-17 Limited-Service Chelsea/Gramercy Real Hospitality
The Bryant 16 West 40th Street 230 May-17 Full-Service, Luxury Midtown East N/A
Moxy Seventh Avenue 485 7th Avenue 618 Jul-17 Select-Service Midtown South Lightstone Group
Crowne Plaza Hotel 320 West 36th Street 250 Jul-17 Full-Service Midtown South Raber Enterprises
Embassy Suites Midtown 60 West 37th Street 313 Jul-17 Full-Service Midtown South N/A
SLS New York 444 Park Avenue South 190 Aug-17 Full-Service, Boutique Murray Hill SBE
Public Hotel 215 Chrystie Street 370 Aug-17 Full-Service, Boutique Tribeca/Lower East Side Ian Schrager
POD Hotel 400 West 42nd Street 665 Aug-17 Full-Service, Boutique Midtown West Friedman Group
Fairfield Inn & Suites Greenwich Street 98-100 Greenwich Street 196 Aug-17 Limited-Service Downtown McSam Hotel Group
AC Hotel 151 Maiden Lane 272 Oct-17 Select-Service Financial District LCRE Group
Walker Street Hotel 396 Broadway 171 Oct-17 Select-Service Tribeca Bridgeton Holdings
Battery Maritime Building Hotel 10 South Street 61 Oct-17 Limited-Service Financial District N/A
AC Hotel by Marriott 310 West 40th Street 287 Dec-17 Full-Service Midtown South LCRE Group
TownePlace Suites 324 West 44th Street 114 Dec-17 Extended-Stay Midtown McSam Hotel Group
Total 5,820

Source: HVS

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 52
FIGURE 4-13 FORTHCOMING HOTEL OPENINGS IN MANHATTAN – 2018

Property Address Rooms Opening Date Property Type Neighborhood Developer/Owner

Comfort Inn 337 West 36th Street 80 Q1 2018 Limited-Service Midtown West McSam Hotel Group
aloft New York Midtown 25 West 38th Street 176 Q1 2018 Select-Service Midtown South Fortuna Realty/Starwood Hotels
Courtyard Financial District 215 Pearl Street 200 Q1 2018 Select-Service Financial District Lam Group
Residence Inn Financial District 215 Pearl Street 120 Q1 2018 Extended-Stay Financial District Lam Group
Ace Hotel 225 Bowery 200 Q1 2018 Full-Service Lower East Side Omnia Group
MOXY Hotel 105 West 28th Street 348 Q1 2018 Select-Service Chelsea/Gramercy Lightstone Group
Hotel Indigo 10 Maiden Lane 190 Q2 2018 Select-Service Financial District 10-12 Maiden LLC
Fairfield Inn & Suites (Dual Brand) 338 West 36th Street 286 Q2 2018 Limited-Service Midtown West McSam Hotel Group
SpringHill Suites (Dual Brand) 338 West 36th Street 280 Q2 2018 Limited-Service Midtown West McSam Hotel Group
Courtyard Hudson Yards 461 West 34th Street 399 Q2 2018 Select-Service Midtown West Marx Development
Hotel Indigo 120 Water Street 122 Q2 2018 Select-Service Financial District Atlas Hospitality
Equinox Hotel 35 Hudson Yards 200 Q2 2018 Luxury Midtown West Related Companies
Times Square Edition 701 Seventh Avenue 452 Q2 2018 Full-Service Midtown South N/A
Virgin Hotel 1225 Broadway 460 Q3 2018 Full-Service Chelsea/Gramercy Lam Group
aloft Midtown 44 West 30th Street 180 Q3 2018 Select-Service Chelsea/Gramercy N/A
Citizen M Bowery 185-191 Bowery 315 Q3 2018 Full-Service, Boutique Lower East Side Brack Capital Real Estate
Ascend Collection Hotel 16 East 30th Street 100 Q4 2018 Limited-Service Chelsea/Gramercy N/A
Renaissance Hotel 112 West 25th Street 330 Q4 2018 Full-Service Chelsea/Gramercy Lam Group
Proposed Hotel 1185 Broadway 146 Q4 2018 Luxury Midtown East Flag Luxury Properties
Moxy Downtown 145 Fulton Street 298 Q4 2018 Select-Service Financial District Lam Group
Total 4,882

Source: HVS

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 53
FIGURE 4-14 FORTHCOMING HOTEL OPENINGS IN MANHATTAN – 2019

Property Address Rooms Opening Date Property Type Neighborhood Developer/Owner

aloft New York Hudson Yards 450 11th Avenue 438 2019 Select-Service Midtown West N/A
Unnamed Hotel 79 Eldridge Street 48 2019 Limited-Service Lower East Side Nehalkumar Gandhi
MOXY East Village 112 East 11th Street 311 2019 Select-Service East Village Lightstone Group
Unnamed Hotel 317 West 35th Street 170 2019 Limited-Service Midtown West Mayflower Business Group
Aloft Financial District 50 Trinity Place 173 2019 Select-Service Financial District FIT Investment Corporation
Unnamed Hotel 545 West 37th Street 358 2019 Full-Service Midtown West Chetrit Group
Six Senses Hotel 76 11th Avenue 137 2019 Luxury Midtown West HFZ Capital Group
Unnamed Hotel 523-529 8th Avenue 252 2019 Limited-Service Midtown West McSam Hotel Group
Unnamed Hotel 144 West 28th Street 528 2019 Select-Service Chelsea Barone Management
Hyatt Place 350 West 39th Street 518 2019 Select-Service Midtown West McSam Hotel Group
Pestana Hotel 338 West 39th Street 175 2019 Limited-Service Midtown West McSam Hotel Group
Boutique Hotel 351 West 38th Street 500 2019 Full-Service Midtown West Quadrum Global
Renaissance Harlem 233 West 125th Street 200 2019 Full-Service Harlem Lam Group
Hard Rock Hotel 159 West 48th Street 445 2019 Full-Service Midtown West Hard Rock International/Extell
Development Co.
Total 4,253

Source: HVS

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 54
Forecast of Hotel The following chart illustrates a forecasted rise in supply and demand in Manhattan
Supply and Demand in over the next three years.
Manhattan
FIGURE 4-16 MANHATTAN HOTEL SUPPLY TO OUTPACE DEMAND THROUGH 2019

6.5%

6.0%

5.5%

5.0%

4.5%

4.0%

3.5%

3.0%

2.5%

2.0%
2017 Est. 2018 Est. 2019 Est.

Supply Demand

Source: HVS

After tracking on pace with one another for much of the year, demand slightly
outpaced supply by year-end 2016, registering 5.8% growth versus the 5.3%
growth in supply; we note that many of the new hotel openings slated to occur in
late 2016 were delayed to 2017, which helped bolster overall occupancy for the
year.

Over the next few years, we anticipate relatively stable occupancy levels as supply
and demand generally continue to grow in tandem. In 2017, we anticipate annual
growth in hotel supply to slightly outpace that of demand, albeit modestly, resulting
in a slight occupancy loss across the market for the year. Minimal occupancy
declines are expected as a byproduct of hotel operators’ strategies to mitigate
average rate losses and reverse the negative market-wide trend.

By 2018 and through the subsequent few years, several significant development
projects in Manhattan (including Hudson Yards and the World Trade Center
redevelopment) will begin affecting lodging fundamentals. After 2018, we expect

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 55
 hotel supply growth to decline, as the delayed effects of high construction costs (in
terms of land costs and financing) appear in the market; this climate should allow
for further improvements in performance.

As such, demand growth is anticipated to outpace supply in 2018 and 2019, growing
back towards the peak level of 87.1% registered in 2014. Based on an analysis of the
historical data and a review of the new supply, we have prepared the following
forecast for the Manhattan lodging market through 2021.

FIGURE 4-17 HVS FORECAST THROUGH 2021

No. of Percent Occupied Percent Percent Average Percent Percent

Year Occupancy RevPAR
Rooms Change Rooms Change Change Rate Change Change

2007 65,960 — 20,504,879 — 85.2 % — $297.58 — $253.45 —

2008 67,097 1.7 % 20,646,593 0.7 % 84.3 (1.0) % 306.35 2.9 % 258.27 1.9 %
2009 70,595 5.2 20,671,875 0.1 80.2 (4.8) 236.96 (22.7) 190.10 (26.4)
2010 74,324 5.3 22,651,849 9.6 83.5 4.1 256.40 8.2 214.09 12.6
2011 78,694 5.9 24,001,151 6.0 83.6 0.1 270.63 5.6 226.14 5.6
2012 80,296 2.0 25,193,600 5.0 86.0 2.9 277.52 2.5 238.56 5.5
2013 82,334 2.5 26,028,902 3.3 86.6 0.8 285.78 3.0 247.52 3.8
2014 86,888 5.5 27,625,619 6.1 87.1 0.6 291.87 2.1 254.24 2.7
2015 89,187 2.6 28,115,680 1.8 86.4 (0.8) 287.56 (1.5) 248.36 (2.3)
2016 93,900 5.3 29,735,031 5.8 86.8 0.5 278.49 (3.2) 241.61 (2.7)

Forecast
2017 98,342 4.7 % 31,102,842 4.6 % 86.6 % 0.3 % $276.54 (0.7) % $239.62 (0.8) %
2018 103,958 5.7 32,906,807 5.8 86.7 0.1 280.41 1.4 243.18 1.5
2019 108,229 4.1 34,288,893 4.2 86.8 0.1 295.83 5.5 256.78 5.6
2020 108,770 0.5 34,528,915 0.7 87.0 0.2 315.66 6.7 274.53 6.9
2021 109,097 0.3 34,701,560 0.5 87.1 0.2 334.91 6.1 291.86 6.3

Source: STR (historical); HVS (forecast)

Hotel demand in the Manhattan market ramped up as the U.S. economy rebounded
in 2010, allowing for annual growth in occupancy despite the introduction of
considerable new supply. The momentum lasted through 2014, but the trend
reversed in. In 2016, demand growth slightly outpaced that of supply, resulting in a
modest occupancy improvement for the year. Market-wide occupancy is expected
to remain near maximum capacity, in the mid-80s, through 2021. The strong
demand fundamentals of Manhattan support a forecast for relatively stable
occupancy moving forward, with only slight occupancy declines in the first few
projection years given the aforementioned supply and demand dynamics at play. As
stated above, Manhattan’s lodging market has been historically undersupplied,

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 56
 though the influx of new hotels over the last few years has made a tangible impact
on the performance of the market.

After supply growth spiked at 5.5% in 2014, supply growth in 2015 returned to
levels that were more moderate. Inventory increases accelerated again in 2016, and
are expected to remain at heightened levels through 2019. We note that the closure
of the Waldorf Astoria in March 2017 is expected to slightly offset record-level rises
in supply slated for 2017. With the current pipeline so full, it is important to note
that the advance of new supply after 2019 will likely decline, as financing and
construction costs may dissuade new developments in the market. Although a
detailed analysis of new supply is difficult to complete beyond a three-year window,
we have assumed that new supply would continue to enter the market, though at
much more modest levels thereafter. Eventually, this ebbing of new supply should
allow for hotel performance growth, particularly in terms of average rate, to resume.

As mentioned above, the ever-increasing amount of new supply has put pressure on
average rate growth, leading to RevPAR declines in 2015 and 2016, driven by
average rate losses. We expect the 2017 to display a continuation of this trend,
though the pace of deceleration is expected to taper off significantly. The monthly
data for 2016 demonstrate improvements in average rate for November and
December; this indicates that average rate is likely near the point of bottoming out,
though average rates will likely continue to post stability to slight losses in light of
the robust supply pipeline. We then forecast RevPAR to increase nominally in 2018.
As average rate growth resumes and supply growth returns to a more sustainable
level, RevPAR is forecast to increase through 2021, driven by strong gains in average
rates.

Conclusion Manhattan’s lodging market is in the midst of a significantly prolonged recovery,

compared with that from past recessions. This extended recovery is expected to be
aided by massive new neighborhood developments, a strong national economy, and,
by extension, the wide array of leisure, commercial, and meeting and group demand
generators in the borough. The chief hindrance to an accelerated recovery is the
current supply pipeline through 2018 and its negative effect on average rate in the
market; as has been demonstrated; however, supply growth is expected to slow
beginning in 2019. RevPAR growth lagged in 2015, dipping into negative territory
in August and declining further through the rest of the year and into 2016. Following
a prolonged recovery, RevPAR is not expected to surpass its pre-recession peak
until the fourth quarter of 2020. By this time the market would consist of over
110,000 rooms, and the supply boom is expected to have ended, as current financing
and construction costs will have become hurdles for proposed Manhattan
developments two to four years into the future. Overall, while a full recovery of hotel
performance in Manhattan has been more drawn out, the area’s fundamental
strengths provide a solid foundation for growth over the long term.

July-2017 Manhattan Lodging Overview

Proposed 9 Orchard Hotel – New York, New York 57
July-2017 Manhattan Lodging Overview
Proposed 9 Orchard Hotel – New York, New York 58
5. Supply and Demand Analysis

In the lodging industry, price varies directly, but not proportionately, with demand
and inversely, but not proportionately, with supply. Supply is measured by the
number of guestrooms available, and demand is measured by the number of rooms
occupied; the net effect of supply and demand toward equilibrium results in a
prevailing price, or average rate. The purpose of this section is to investigate current
supply and demand trends, as indicated by the current competitive market, and to
set forth a basis for the projection of future supply and demand growth.

Definition of Subject The subject site is located in the greater Manhattan lodging market. Within this
Hotel Market greater market, the proposed subject hotel is expected to compete with a smaller
set of hotels based on their boutique, upscale product types and average rate
structures.

Historical Supply STR is an independent research firm that compiles and publishes data on the lodging
and Demand Data industry, routinely used by typical hotel buyers. HVS has ordered and analyzed an
STR Trend Report of historical supply and demand data for a group of hotels
considered applicable to this analysis for the proposed subject hotel. This
information is presented in the following table, along with the market-wide
occupancy, average rate, and rooms revenue per available room (RevPAR). RevPAR
is calculated by multiplying occupancy by average rate and provides an indication
of how well rooms revenue is being maximized.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 59
FIGURE 5-1 HISTORICAL SUPPLY AND DEMAND TRENDS

Average Daily Available Room Occupied Room Average

Year Room Count Nights Change Nights Change Occupancy Rate Change RevPAR Change
2011 508 185,420 — 150,080 — 80.9 % $501.31 — $405.76 —
2012 635 231,620 24.9 % 181,489 20.9 % 78.4 498.95 (0.5) % 390.96 (3.6) %
2013 675 246,495 6.4 201,806 11.2 81.9 520.96 4.4 426.51 9.1
2014 675 246,375 (0.0) 205,640 1.9 83.5 547.95 5.2 457.36 7.2
2015 675 246,375 0.0 210,312 2.3 85.4 554.89 1.3 473.67 3.6
2016 771 281,267 14.2 221,430 5.3 78.7 551.97 (0.5) 434.54 (8.3)
Year-to-Date Through May
2016 675 101,925 — 85,496 — 83.9 % $530.01 — $444.58 —
2017 960 144,960 42.2 % 99,667 16.6 % 68.8 499.41 (5.8) % 343.37 (22.8) %
Number Year Year
Hotels Included in Sample Class of Rooms Affiliated Opened
The Mercer Hotel Luxury Cl a s s 74 Dec 1997 Dec 1997
The Greenwi ch Hotel Luxury Cl a s s 87 Apr 2008 Apr 2008
The Sta nda rd Ea s t Vi l l a ge Luxury Cl a s s 144 Dec 2008 Dec 2008
Fi rmda l e Cros by Street Hotel Luxury Cl a s s 86 Oct 2009 Oct 2009
The Ja mes New York Soho Luxury Cl a s s 114 Sep 2010 Sep 2010
The NoMa d Hotel Luxury Cl a s s 168 Apr 2012 Apr 2012
Thomps on Hotel s The Beekma n Hotel Luxury Cl a s s 287 Sep 2016 Sep 2016

Total 960

Source: STR

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 60
FIGURE 5-2 MONTHLY TRENDS

Occupancy Average Rate RevPAR

Month 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

January 68.0 % 65.0 % 68.1 % 72.7 % 57.5 % $444.50 $476.43 $470.39 $468.50 $455.79 $302.37 $309.54 $320.25 $340.64 $261.97
February 73.5 77.0 81.2 82.2 64.6 460.84 510.87 513.08 511.80 490.09 338.93 393.53 416.76 420.55 316.57
March 82.0 78.4 79.4 86.0 69.6 468.24 463.81 485.45 490.31 459.10 383.85 363.62 385.51 421.56 319.40
April 84.8 88.3 88.4 89.7 76.4 512.70 552.98 557.46 561.45 530.77 434.93 488.48 492.66 503.45 405.63
May 90.3 91.3 92.5 88.9 75.6 537.72 572.83 585.32 603.22 546.21 485.37 523.04 541.55 536.29 412.69
June 88.0 87.7 90.2 89.6 — 514.81 540.27 558.26 568.53 — 453.01 473.97 503.45 509.46 —
July 78.3 78.5 85.0 85.0 — 457.84 480.48 490.28 513.06 — 358.29 377.31 416.66 436.27 —
August 82.2 84.8 84.4 82.9 — 455.82 482.41 457.57 477.44 — 374.72 409.00 386.15 395.84 —
September 86.2 90.3 92.7 68.9 — 601.59 628.92 649.86 634.69 — 518.29 567.92 602.27 437.59 —
October 86.5 92.4 93.2 70.1 — 599.27 619.79 644.96 603.68 — 518.51 572.61 601.22 423.43 —
November 82.8 85.6 86.2 73.5 — 580.98 596.99 614.73 571.72 — 481.31 511.08 530.03 419.95 —
December 79.5 82.2 83.2 69.5 — 586.48 607.05 588.61 572.22 — 466.27 498.84 489.56 397.52 —

Annual 81.9 % 83.5 % 85.4 % 78.7 % — $520.96 $547.95 $554.89 $551.97 — $426.51 $457.36 $473.67 $434.54 —

Change in Occupancy Change in Average Rate Change in RevPAR

Month 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

January — (4.5) % 4.8 % 6.8 % (20.9) % — 7.2 % (1.3) % (0.4) (2.7) % — 2.4 % 3.5 % 6.4 % (23.1) %
February — 4.7 5.4 1.2 (21.4) — 10.9 0.4 (0.2) (4.2) — 16.1 5.9 0.9 (24.7)
March — (4.4) 1.3 8.3 (19.1) — (0.9) 4.7 1.0 (6.4) — (5.3) 6.0 9.4 (24.2)
April — 4.1 0.0 1.5 (14.8) — 7.9 0.8 0.7 (5.5) — 12.3 0.9 2.2 (19.4)
May — 1.2 1.3 (3.9) (15.0) — 6.5 2.2 3.1 (9.5) — 7.8 3.5 (1.0) (23.0)
June — (0.3) 2.8 (0.6) — — 4.9 3.3 1.8 — — 4.6 6.2 1.2 —
July — 0.3 8.2 0.1 — — 4.9 2.0 4.6 — — 5.3 10.4 4.7 —
August — 3.1 (0.5) (1.8) — — 5.8 (5.1) 4.3 — — 9.1 (5.6) 2.5 —
September — 4.8 2.6 (25.6) — — 4.5 3.3 (2.3) — — 9.6 6.0 (27.3) —
October — 6.8 0.9 (24.8) — — 3.4 4.1 (6.4) — — 10.4 5.0 (29.6) —
November — 3.3 0.7 (14.8) — — 2.8 3.0 (7.0) — — 6.2 3.7 (20.8) —
December — 3.4 1.2 (16.5) — — 3.5 (3.0) (2.8) — — 7.0 (1.9) (18.8) —

Annual — 1.9 % 2.3 % (7.8) % — — 5.2 % 1.3 % (0.5) % — — 7.2 % 3.6 % (8.3) % —

Source: Smi th Tra vel Res ea rch

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 61
 It is important to note some limitations of the STR data. Hotels are occasionally
added to or removed from the sample; furthermore, not every property reports data
in a consistent and timely manner. These factors can influence the overall quality of
the information by skewing the results, and these inconsistencies may also cause
the STR data to differ from the results of our competitive survey. Nonetheless, STR
data provide the best indication of aggregate growth or decline in existing supply
and demand; thus, these trends have been considered in our analysis. Opening
dates, as available, are presented for each reporting hotel in the previous table.

The STR data for the competitive set reflect a market-wide occupancy level of 2016
in 78.7%, which compares to 85.4% for 2015. The overall average occupancy level
for the calendar years presented equates to 81.4%. The STR data for the competitive
set reflect a market-wide average rate level of $551.97 in 2016, which compares to
$554.89 For 2015. The average across all calendar years presented for average rate
equates to $531.73. These occupancy and average rate trends resulted in a RevPAR
level of $434.54 in 2016.

The competitive submarket is comprised of upper-upscale and luxury boutique

hotels located in Downtown and Lower Midtown Manhattan, most of which have
opened in the preceding ten years. Occupancy hovered in the low 80% range early
in the period shown, increasing to 85.4% by 2015, with relatively little fluctuation
in supply from 2012 to 2015. Supply grew in 2016 due to the opening of the
Beekman Hotel in September 2016. The opening of The Beekman Hotel has
contributed to a continued downward trend in occupancy for the year-to-date
period, as the hotel is not expected to reach full inventory availability until July
2017; however, the property reports occupancy to STR based on its anticipated
room count upon completion of 287. This is further evidenced by the monthly data,
which show significant occupancy declines beginning in September 2016.

Average rate peaked at approximately $555 in 2015, moderating thereafter through

year-end 2016. This declining trend is largely attributed to the influx of new supply
in the market, previously discussed in the Manhattan Lodging Overview. This supply
boom has placed downward pressure on average rates due to operators’ perception
of increased competition and a focus on capturing fair share of demand. Operators
of branded properties are particularly incentivized to maintain high occupancy
levels, as hotels in Manhattan are among the most sought after by program members
seeking to redeem their awards for room nights. Reward night redemptions are
commonly reimbursed to hotels at the full average daily rate amount only if the
property reaches a specified occupancy threshold (typically about 95%). This
incentivizes operators to sell room nights at discounted rates in order to meet this
specified threshold in lower demand periods, and causes a domino effect on rates
for all properties in the city.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 62
 Operators also note a significant decline in the number of compression room nights
in the market, which have historically allowed hotel managers to drive average rate.
Increased inventory availability has driven down rates garnered for last minute
bookings, while the number of new limited- and select-service hotels has
significantly outpaced the openings of higher-rated, full-service properties, further
contributing to market-wide rate declines given the rate discrepancy among these
product types.

SUPPLY Based on an evaluation of the occupancy, rate structure, market orientation, chain
affiliation, location, facilities, amenities, reputation, and quality of each area hotel,
as well as the comments of management representatives, we have identified several
properties that are expected to be primarily competitive with the proposed subject
hotel.

Competitors The following table summarizes the important operating characteristics of the
future competitors. This information was compiled from personal interviews,
inspections, online resources, and our in-house database of operating and hotel
facility data.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 63
FIGURE 5-3 COMPETITORS – OPERATING PERFORMANCE
Est. Segmentation Estimated 2015 Estimated 2016

up
d Gro
Weighted Weighted

ing an
erc ia
Annual Annual

re
Comm
Number of Room Room Occupancy Yield

Mee t

Leisu
Property Rooms Count Occ. Average Rate RevPAR Count Occ. Average Rate RevPAR Penetration Penetration

Mercer Hotel 74 60 % 5 % 35 % 74 75 - 80 % $750 - $775 $575 - $600 74 75 - 80 % $775 - $800 $600 - $625 95 - 100 % 140 - 150 %
Greenwi ch Hotel 88 60 5 35 88 85 - 90 850 - 875 725 - 750 88 80 - 85 900 - 925 750 - 775 100 - 110 170 - 180
Sta nda rd Ea s t Vi l l a ge New York 144 50 10 40 144 85 - 90 350 - 375 300 - 325 144 85 - 90 350 - 375 300 - 325 110 - 120 65 - 70
Cros by Street Hotel 86 55 10 35 86 85 - 90 850 - 875 725 - 750 86 85 - 90 875 - 900 775 - 800 110 - 120 180 - 190
Ja mes Hotel New York 114 50 10 40 114 85 - 90 375 - 400 325 - 350 114 85 - 90 350 - 375 300 - 325 110 - 120 70 - 75
NoMa d Hotel 168 55 10 35 168 80 - 85 425 - 450 350 - 375 168 85 - 90 400 - 425 350 - 375 100 - 110 80 - 85
The Beekma n 287 50 15 35 Opened 2016 96 25 - 30 400 - 425 120 - 125 35 - 40 25 - 30

Totals/Averages 961 54 % 9 % 37 % 674 85.4 % $554.82 $473.85 770 78.7 % $551.87 $434.08 100.0 % 100.0 %
* Specific occupancy and average rate data were utilized in our analysis, but are presented in ranges in the above table for the purposes of confidentiality.

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 64
FIGURE 5-4 COMPETITORS – FACILITY PROFILES

Approx. Miles Indoor

Number of Year To Subject Meeting
Property Rooms Opened Property Food and Beverage Outlets Space (SF) Facilities & Amenities
Mercer Hotel 74 1997 0.8 Res ta ura nt & Lounge None Lobby Li bra ry
147 Mercer Street

Greenwi ch Hotel 88 2008 1.0 Res ta ura nt & Lounge None Penthous e Meeti ng Spa ces , Spa , Indoor Pool , Fi tnes s Center
377 Greenwi ch Street

Sta nda rd Ea s t Vi l l a ge New York 144 2009 0.9 Res ta ura nt & Lounge, Ca fé, Outdoor 2,000 Bus i nes s Center
25 Cooper Squa re Ga rden

Cros by Street Hotel 86 2009 0.8 Res ta ura nt & Lounge 1,870 Screeni ng Room, Dra wi ng Room, Fi tnes s Center
79 Cros by Street

Ja mes Hotel New York 114 2010 0.9 Res ta ura nt & Lounge, Rooftop 1,500 Outdoor Pool , Fi tnes s Center, Bus i nes s Center, Spa Servi ces
27 Gra nd Street Lounge (thi rd-pa rty)

NoMa d Hotel 168 2012 2.1 Res ta ura nt & Lounge, Two Lounges , 3,030 Fi tnes s Center
1170 Broa dwa y a t 28th Street Rooftop Lounge

The Beekma n 287 2016 0.8 Two Res ta ura nts , Two Lounges 3,700 Fi tnes s Center
123 Na s s a u Street

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 65
 The following map illustrates the locations of the subject property and its future
competitors.

MAP OF COMPETITION

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 66
Supply Changes It is important to consider any new hotels that may have an impact on the proposed
subject hotel’s operating performance. As was presented in the preceding
Manhattan Lodging Overview chapter, a significant amount of new supply is
expected to enter the greater Manhattan market through 2018, continuing into
2019 at a more moderate pace. However, there remains a lack of new competitive
inventory under development within the immediate vicinity of the subject hotel
with a similar operating profile. As such, we have considered the impact of market-
wide supply increases qualitatively in our positioning of stabilized occupancy levels
for both the subject hotel and the competitive submarket.

While we have taken reasonable steps to investigate proposed hotel projects and
their status, due to the nature of real estate development, it is impossible to
determine with certainty every hotel that will be opened in the future, or what their
marketing strategies and effect in the market will be. Depending on the outcome of
current and future projects, the future operating potential of the proposed subject
hotel may be affected. Future improvement in market conditions will raise the risk
of increased competition. Our forthcoming forecast of stabilized occupancy and
average rate is intended to reflect such risk.

Supply Conclusion
We have identified various properties that are expected to be competitive to some
degree with the proposed subject hotel. We have also investigated potential
increases in competitive supply in this New York submarket. The Proposed 9
Orchard Hotel should enter a dynamic market of varying product types and price
points. Next, we will present our forecast for demand change, using the historical
supply data presented as a starting point.

DEMAND The following table presents the most recent trends for the subject hotel market as
tracked by HVS. These data pertain to the competitors discussed previously in this
section; performance results are estimated, rounded for the competition, and in
some cases weighted if there are secondary competitors present. In this respect, the
information in the table differs from the previously presented STR data and is
consistent with the supply and demand analysis developed for this report.

FIGURE 5-5 HISTORICAL MARKET TRENDS

Accommodated Room Nights Market Market

Year Room Nights % Change Available % Change Occupancy Market ADR % Change RevPAR % Change

Es t. 2014 205,240 — 246,010 — 83.4 % $547.96 — $457.14 —

Es t. 2015 210,109 2.4 % 246,010 0.0 % 85.4 554.82 1.3 % 473.85 3.7 %
Es t. 2016 221,044 5.2 281,024 14.2 78.7 551.87 (0.5) 434.08 (8.4)

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 67
Demand Analysis For the purpose of demand analysis, the overall market is divided into individual
Using Market segments based on the nature of travel. Based on our fieldwork, area analysis, and
Segmentation knowledge of the local lodging market, we estimate the 2016 distribution of
accommodated-room-night demand as follows.

FIGURE 5-6 ACCOMMODATED ROOM-NIGHT DEMAND

Marketwide
Accommodated Percentage
Market Segment Demand of Total

Commerci a l 119,312 54 %
Meeti ng a nd Group 20,243 9
Lei s ure 81,488 37

Total 221,044 100 %

The market’s demand mix comprises commercial demand, with this segment
representing roughly 54% of the accommodated room nights in this New York
submarket. The remaining portion comprises meeting and group at 9%, with the
final portion leisure in nature, reflecting 37%.

Using the distribution of accommodated hotel demand as a starting point, we will

analyze the characteristics of each market segment in an effort to determine future
trends in room-night demand.

Commercial Segment Commercial demand consists mainly of individual businesspeople passing through
the subject market or visiting area businesses, in addition to high-volume corporate
accounts generated by local firms. Brand loyalty (particularly frequent-traveler
programs), as well as location and convenience with respect to businesses and
amenities, influence lodging choices in this segment. Companies typically designate
hotels as “preferred” accommodations in return for more favorable rates, which are
discounted in proportion to the number of room nights produced by a commercial
client. Commercial demand is strongest Monday through Thursday nights, declines
significantly on Friday and Saturday, and increases somewhat on Sunday night. It is
relatively constant throughout the year, with marginal declines in late December
and during other holiday periods.

Meeting and Group The meeting and group market includes meetings, seminars, conventions, trade
Segment association shows, and similar gatherings of ten or more people. Peak convention
demand typically occurs in the spring and fall. Although there are numerous
classifications within the meeting and group segment, the primary categories
considered in this analysis are corporate groups, associations, and SMERFE (social,

July-2017 Supply and Demand Analysis

Proposed 9 Orchard Hotel – New York, New York 68
 military, ethnic, religious, fraternal, and educational) groups. Corporate groups
typically meet during the business week, most commonly in the spring and fall
months. These groups tend to be the most profitable for hotels, as they typically pay
higher rates and usually generate ancillary revenues including food and beverage
and/or banquet revenue. SMERFE groups are typically price-sensitive and tend to
meet on weekends and during the summer months or holiday season, when greater
discounts are usually available; these groups generate limited ancillary revenues.
Association demand is generally divided on a geographical basis, with national,
regional, and state associations representing the most common sources.
Professional associations and/or those supported by members' employers often
meet on weekdays, while other associations prefer to hold events on weekends. The
profile and revenue potential of associations varies depending on the group and the
purpose of the meeting or event.

Leisure Segment Leisure demand consists of individuals and families spending time in an area or
passing through en route to other destinations. Travel purposes include sightseeing,
recreation, or visiting friends and relatives. Leisure demand also includes room
nights booked through Internet sites such as Expedia, Hotels.com, and Priceline;
however, leisure may not be the purpose of the stay. This demand may also include
business travelers and group and convention attendees who use these channels to
take advantage of any discounts that may be available on these sites. Leisure
demand is strongest Friday and Saturday nights, and all week during holiday
periods and the summer months. These peak periods represent the inverse of
commercial visitation trends, underscoring the stabilizing effect of capturing
weekend and summer tourist travel. Future leisure demand is related to the overall
economic health of the region and the nation. Trends showing changes in state and
regional unemployment and disposable personal income correlate strongly with
leisure travel levels.

Base Demand Growth The purpose of segmenting the lodging market is to define each major type of
Rates demand, identify customer characteristics, and estimate future growth trends.
Starting with an analysis of the local area, three segments were defined as
representing the subject property’s lodging market. Various types of economic and
demographic data were then evaluated to determine their propensity to reflect
changes in hotel demand. Based on this procedure, we forecast the following
average annual compounded market-segment growth rates.

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Proposed 9 Orchard Hotel – New York, New York 69
 FIGURE 5-7 AVERAGE ANNUAL COMPOUNDED MARKET SEGMENT
GROWTH RATES

Annual Growth Rate

Market Segment 2017 2018 2019 2020 2021 2022

Commerci a l 26.0 % 3.0 % 10.0 % 4.5 % 0.5 % 0.0 %

Meeti ng a nd Group 5.0 2.0 1.5 1.0 0.5 0.0
Lei s ure 26.0 3.0 10.0 4.5 0.5 0.0

Base Demand Growth 24.1 % 2.9 % 9.3 % 4.3 % 0.5 % 0.0 %

Accommodated Based upon a review of the market dynamics in the subject property’s competitive
Demand and Market- environment, we have forecast growth rates for each market segment. Using the
wide Occupancy calculated potential demand for the market, we have determined market-wide
accommodated demand based on the inherent limitations of demand fluctuations
and other factors in the market area.

The following table details our projection of lodging demand growth for the subject
market, including the total number of occupied room nights and any residual
unaccommodated demand in the market.

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Proposed 9 Orchard Hotel – New York, New York 70
FIGURE 5-8 FORECAST OF MARKET OCCUPANCY

2017 2018 2019 2020 2021 2022

Commercial
Ba s e Dema nd 150,334 154,844 170,328 177,993 178,883 178,883
Growth Ra te 26.0 % 3.0 % 10.0 % 4.5 % 0.5 % 0.0 %

Meeting and Group

Ba s e Dema nd 21,255 21,680 22,006 22,226 22,337 22,337
Growth Ra te 5.0 % 2.0 % 1.5 % 1.0 % 0.5 % 0.0 %

Leisure
Ba s e Dema nd 102,675 105,755 116,330 121,565 122,173 122,173
Growth Ra te 26.0 % 3.0 % 10.0 % 4.5 % 0.5 % 0.0 %

Totals
Ba s e Dema nd 274,264 282,279 308,664 321,784 323,393 323,393
Overall Demand Growth 24.1 % 2.9 % 9.3 % 4.3 % 0.5 % 0.0 %
Market Mix
Commerci a l 54.8 % 54.9 % 55.2 % 55.3 % 55.3 % 55.3 %
Meeti ng a nd Group 7.7 7.7 7.1 6.9 6.9 6.9
Lei s ure 37.4 37.5 37.7 37.8 37.8 37.8
Existing Hotel Supply 961 961 961 961 961 961
Proposed Hotels
Propos ed Subject Property ¹ 87 116 116 116

Ava i l a bl e Room Ni ghts per Yea r 350,400 350,400 382,300 392,740 392,740 392,740
Ni ghts per Yea r 365 365 365 365 365 365
Total Supply 960 960 1,047 1,076 1,076 1,076
Rooms Suppl y Growth 24.7 % 0.0 % 9.1 % 2.7 % 0.0 % 0.0 %
Marketwide Occupancy 78.3 % 80.6 % 80.7 % 81.9 % 82.3 % 82.3 %
¹
Openi ng i n Apri l 2019 of the 116-room Propos ed Subject Property

Due to the opening of The Beekman Hotel in September 2016 without full inventory
capacity, occupancy is expected to decline in the near term. Thereafter, occupancy
should rebound, remaining close to the 80% threshold as the Manhattan market
continues to register record-level supply increases and the subject property enters
the competitive submarket. As the supply pipeline slows and market-wide demand
continues to strengthen given the vast array of redevelopment projects in the Lower
East Side, such as Essex Crossing, demand should further increase. Market-wide
occupancy has been forecast to reach a stabilized level of 82.0% by 2021.

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Proposed 9 Orchard Hotel – New York, New York 71
6. Description of the Proposed Improvements

The quality of a lodging facility's physical improvements has a direct influence on

marketability, attainable occupancy, and average room rate. The design and
functionality of the structure can also affect operating efficiency and overall
profitability. This section investigates the subject property's proposed physical
improvements and personal property in an effort to determine how they are
expected to contribute to attainable cash flows.

Project Overview The Proposed 9 Orchard Hotel will be a full-service, boutique lodging facility
containing 116 rentable units. The 14-story property will open on April 1, 2019.

The proposed subject hotel represents both an adaptive re-use project and a
ground-up development, comprising two adjacent tax parcels that will be combined
to create one larger assemblage. The majority of the proposed hotel will be housed
within an historic 12-story structure, which was originally constructed in 1912 as a
bank building. The developer of the proposed property has undertaken a
comprehensive renovation of the building, including the addition of two floors to
bring the total structure to 14 stories upon completion. The project also includes a
six-story addition on the western portion of the site that represents new
construction, which will connect to the existing structure at all six levels.

Summary of the Based on information provided by the proposed subject hotel’s development
Facilities representatives, the following table summarizes the facilities that are expected to
be available at the proposed subject hotel.

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Proposed 9 Orchard Hotel – New York, New York 72
 FIGURE 6-1 PROPOSED FACILITIES SUMMARY

Guestroom Configuration Number of Units Average Square Footage

Small 40 238
Medium 39 286
Large 30 403
Extra Large 7 622
Total 116

Food & Beverage Facilities Seating Capacity Square Footage

Res taurant & Lounge 156 3,066

Note: excludes 20 seasonal outdoor patio seats

Indoor Meeting & Banquet Facilities Location Square Footage

Meeting Room A & B Second Floor 1,952
Meeting Room C Second Floor 612
Indoor Event Space Rooftop 924
Outdoor Event Space Rooftop 2,004

Total 5,492

Design and The proposed subject hotel will feature 14 above-grade stories, plus two
Configuration subterranean levels. The sub-cellar level will house mechanical areas; the cellar
level will contain back-of-house space, including a large kitchen to service the needs
of the hotel's anticipated food and beverage spaces. The lobby level will house the
main check-in/reception area, as well as the hotel's signature, three-meal
restaurant and lounge. The second floor is dedicated to meeting space; meeting
space on this level comprises one larger ballroom that can be subdivided into two
smaller spaces, as well as one additional, separate meeting room. Additional
meeting space is housed on the 14th floor/rooftop level. According to the project
developer, the rooftop level will serve as meeting/event space only, and will not
offer typical rooftop lounge service to the general public.

Guestrooms will be located on floors three through twelve; guestrooms average in

size from approximately 240 square feet at the entry level to 625 square feet for
premium rooms. Overall, the guestrooms should offer a competitive product for this
downtown neighborhood. The hotel’s furnishings and finishes are expected to be
upscale in nature, appropriate for a luxury hotel with the proposed hotel’s
anticipated average rate structure and operating profile.

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Proposed 9 Orchard Hotel – New York, New York 73
 The following floorplans further depict the anticipated design and configuration for
the proposed subject hotel.

FLOORPLAN – CELLAR LEVEL

July-2017 Description of the Proposed Improvements

Proposed 9 Orchard Hotel – New York, New York 74
FLOORPLAN – LOBBY LEVEL

July-2017 Description of the Proposed Improvements

Proposed 9 Orchard Hotel – New York, New York 75
FLOORPLAN – FLOOR 2

July-2017 Description of the Proposed Improvements

Proposed 9 Orchard Hotel – New York, New York 76
FLOORPLAN – FLOORS 3-6

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Proposed 9 Orchard Hotel – New York, New York 77
FLOORPLAN – FLOOR 7

July-2017 Description of the Proposed Improvements

Proposed 9 Orchard Hotel – New York, New York 78
FLOORPLAN – FLOORS 8-10

July-2017 Description of the Proposed Improvements

Proposed 9 Orchard Hotel – New York, New York 79
FLOORPLAN – FLOORS 11-12

July-2017 Description of the Proposed Improvements

Proposed 9 Orchard Hotel – New York, New York 80
FLOORPLAN – FLOOR 14/ROOFTOP

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Proposed 9 Orchard Hotel – New York, New York 81
Back-of-the-House, The hotel will be served by the necessary back-of-the-house space, including
ADA, and administrative offices and a full-service kitchen to serve the needs of the restaurant
Environmental and lounge, as well as the event space. These spaces should be adequate for a hotel
of this type and should allow for the efficient operation of the property under
competent management.

We assume that the property will be built according to all pertinent codes and brand
standards. Moreover, we assume its construction will not create any environmental
hazards (such as mold) and that the property will fully comply with the Americans
with Disabilities Act.

Capital Expenditures Our analysis assumes that, after its opening, the hotel will require ongoing upgrades
and periodic renovations in order to maintain its competitive level in this market
and to remain compliant with brand standards. These costs should be adequately
funded by the forecasted reserve for replacement, as long as a successful, ongoing
preventive-maintenance program is employed by hotel staff.

Conclusion Overall, the proposed subject hotel should offer a well-designed, functional layout
of support areas and guestrooms. All typical and market-appropriate features and
amenities appear to be included in the hotel's design. We assume that the building
will be fully open and operational on the stipulated opening date and will meet all
local building codes. Furthermore, we assume that the hotel staff will be adequately
trained to allow for a successful opening and that pre-marketing efforts will have
introduced the product to major local accounts at least six months in advance of the
opening date.

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Proposed 9 Orchard Hotel – New York, New York 82
7. Projection of Occupancy and Average Rate

Along with average rate results, the occupancy levels achieved by a hotel are the
foundation of the property's financial performance and market value. Most of a
lodging facility's other revenue sources (such as food, beverages, other operated
departments, and rentals and other income) are driven by the number of guests, and
many expense levels vary with occupancy. To a certain degree, occupancy
attainment can be manipulated by management. For example, hotel operators may
choose to lower rates in an effort to maximize occupancy. Our forecasts reflect an
operating strategy that we believe would be implemented by a typical, professional
hotel management team to achieve an optimal mix of occupancy and average rate.

Penetration Rate The subject property's forecasted market share and occupancy levels are based
Analysis upon its anticipated competitive position within the market, as quantified by its
penetration rate. The penetration rate is the ratio of a property's market share to its
fair share.

Historical Penetration In the following table, the penetration rates attained by the competitors are set forth
Rates by Market for each segment for the base year.
Segment

FIGURE 7-1 HISTORICAL PENETRATION RATES

Gro and
lia

up
erc

ng

a ll
e
mm

e ti

sur

er
Me

Lei

Ov
Co

Property

Mercer Hotel 110 % 54 % 94 % 99 %

Greenwi ch Hotel 117 58 100 106
Sta nda rd Ea s t Vi l l a ge New York 104 122 121 112
Cros by Street Hotel 114 122 106 112
Ja mes Hotel New York 102 121 120 111
NoMa d Hotel 111 119 104 109
The Beekma n 35 62 36 38
Seconda ry Competi ti on

The Greenwich Hotel achieved the highest penetration rate within the commercial
segment, while the highest penetration rate in the meeting and group segment was

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 83
 achieved by the Standard East Village New York; the Standard East Village New York
also led the market with the highest leisure penetration rate.

Forecast of Subject Because the supply and demand balance for the competitive market is dynamic,
Property’s Occupancy there is a circular relationship between the penetration factors of each hotel in the
market. The performance of individual new hotels has a direct effect upon the
aggregate performance of the market, and consequently upon the calculated
penetration factor for each hotel in each market segment. The same is true when the
performance of existing hotels changes, either positively (following a
refurbishment, for example) or negatively (when a poorly maintained or marketed
hotel loses market share).

A hotel’s penetration factor is calculated as its achieved market share of demand

divided by its fair share of demand. Thus, if one hotel’s penetration performance
increases, thereby increasing its achieved market share, this leaves less demand
available in the market for the other hotels to capture and the penetration
performance of one or more of those other hotels consequently declines (other
things remaining equal). This type of market share adjustment takes place every
time there is a change in supply, or a change in the relative penetration performance
of one or more hotels in the competitive market. Our projections of penetration,
demand capture, and occupancy performance for the subject property account for
these types of adjustments to market share within the defined competitive market.

The proposed subject hotel's occupancy forecast is set forth as follows, with the
adjusted projected penetration rates used as a basis for calculating the amount of
captured market demand.

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 84
FIGURE 7-2 FORECAST OF SUBJECT PROPERTY'S OCCUPANCY

Market Segment 2019 2020 2021 2022 2023

Commercial
Dema nd 170,328 177,993 178,883 178,883 178,883
Ma rket Sha re 6.6 % 9.4 % 9.9 % 10.1 % 10.1 %
Ca pture 11,249 16,737 17,788 18,107 18,107
Penetra ti on 79 % 87 % 92 % 94 % 94 %

Meeting and Group

Dema nd 22,006 22,226 22,337 22,337 22,337
Ma rket Sha re 8.4 % 11.5 % 11.8 % 12.0 % 12.0 %
Ca pture 1,840 2,555 2,645 2,683 2,683
Penetra ti on 100 % 107 % 110 % 111 % 111 %

Leisure
Dema nd 116,330 121,565 122,173 122,173 122,173
Ma rket Sha re 8.5 % 11.6 % 11.8 % 12.0 % 12.0 %
Ca pture 9,843 14,046 14,440 14,656 14,656
Penetra ti on 101 % 107 % 110 % 111 % 111 %

Total Room Nights Captured 22,931 33,338 34,873 35,446 35,446

Ava i l a bl e Room Ni ghts 31,900 42,340 42,340 42,340 42,340
Subject Occupancy 72 % 79 % 82 % 84 % 84 %
Ma rket-wi de Ava i l a bl e Room Ni ghts 382,300 392,740 392,740 392,740 392,740
Fair Share 8 % 11 % 11 % 11 % 11 %
Ma rket-wi de Occupi ed Room Ni ghts 308,664 321,784 323,393 323,393 323,393
Market Share 7 % 10 % 11 % 11 % 11 %
Market-wide Occupancy 81 % 82 % 82 % 82 % 82 %
Total Penetration 89 % 96 % 100 % 102 % 102 %

Additional insights by segment are presented as follows:

• Within the commercial segment, the proposed subject hotel’s occupancy

penetration is positioned at a slightly below-market-average level due to the
subject site's more distant location from the primary commercial demand
generators within both Midtown and the Financial District. Nonetheless, the
growth in office space in the Lower East Side, as evidenced by the Essex
Crossing development project, bodes well for the proposed subject hotel
and is expected to assist in achieving the set forth commercial penetration
rate.

• Within the meeting and group segment, the proposed subject hotel’s
occupancy penetration is positioned at an above-market-average level by

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 85
 the stabilized period given its anticipated meeting space offerings and
rooftop event space. There is currently a lack of full-service hotels with
quality meeting space offerings in the Lower East Side neighborhood, a void
which the proposed subject hotel is expected to fill, and lending further
support to an above-market penetration within this segment.

• The Lower East Side has experienced significant gentrification over the past
decade, emerging as a trendy neighborhood frequented by tourists and
visitors. Thus, the property is expected to achieve above its fair market
share in the leisure segment.

These positioned segment penetration rates result in the following market

segmentation forecast.

FIGURE 7-3 MARKET SEGMENTATION FORECAST – SUBJECT PROPERTY

2019 2020 2021 2022 2023

Commerci a l 49 % 50 % 51 % 51 % 51 %
Meeti ng a nd Group 8 8 8 8 8
Lei s ure 43 42 41 41 41

Total 100 % 100 % 100 % 100 % 100 %

Based on our analysis of the proposed subject hotel and market area, we have
selected a stabilized occupancy level of 84%. The stabilized occupancy is intended
to reflect the anticipated results of the property over its remaining economic life,
given all changes in the life cycle of the hotel. Thus, the stabilized occupancy
excludes from consideration any abnormal relationship between supply and
demand, as well as any nonrecurring conditions that may result in unusually high
or low occupancies. Although the subject property may operate at occupancies
above this stabilized level, we believe it equally possible for new competition and
temporary economic downturns to force the occupancy below this selected point of
stability.

Average Rate Analysis One of the most important considerations in estimating the value of a lodging facility
is a supportable forecast of its attainable average rate, which is more formally
defined as the average rate per occupied room. Average rate can be calculated by
dividing the total rooms revenue achieved during a specified period by the number
of rooms sold during the same period. The projected average rate and the
anticipated occupancy percentage are used to forecast rooms revenue, which in turn
provides the basis for estimating most other income and expense categories.

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 86
Competitive Position Although the average rate analysis presented here follows the occupancy projection,
these two statistics are highly correlated; in reality, one cannot project occupancy
without making specific assumptions regarding average rate. This relationship is
best illustrated by revenue per available room (RevPAR), which reflects a property's
ability to maximize rooms revenue. The following table summarizes the historical
average rate and the RevPAR of the subject property’s future primary competitors.

FIGURE 7-4 BASE-YEAR AVERAGE RATE AND REVPAR OF THE COMPETITORS

Estimated 2016 Rooms Revenue

Average Room Average Room Per Available RevPAR
Property Rate Rate Penetration Room (RevPAR) Penetration

Mercer Hotel $775 - $800 140 - 150 % $600 - $625 140 - 150 %
Greenwi ch Hotel 900 - 925 160 - 170 750 - 775 170 - 180
Sta nda rd Ea s t Vi l l a ge New York 350 - 375 60 - 65 300 - 325 65 - 70
Cros by Street Hotel 875 - 900 160 - 170 775 - 800 180 - 190
Ja mes Hotel New York 350 - 375 65 - 70 300 - 325 70 - 75
NoMa d Hotel 400 - 425 75 - 80 350 - 375 80 - 85
The Beekma n 400 - 425 70 - 75 120 - 125 25 - 30
Overall Average $551.87 $434.08

The defined primarily competitive market realized an overall average rate of

$551.87 in the 2016 base year, declining from the 2015 level of $554.82. The
Greenwich Hotel achieved the highest estimated average rate in the local
competitive market, by a modest margin, because of its expansive luxury suites and
prime Tribeca location.

Based on these considerations, the following table illustrates the projected average
rate and the growth rates assumed. As a context for the average rate growth factors,
note that we have applied an underlying inflation rate of 3.0% annually for each
respective year following the base year of 2016.

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 87
FIGURE 7-5 COMPARISON OF PROJECTED OCCUPANCY, AVERAGE RATE, AND REVPAR – PROPOSED SUBJECT PROPERTY AND MARKET

Projected
2014 2015 2016 2017 2018 2019 2020 2021 2022
Proposed 9 Orchard Hotel
Occupa ncy — — 71.9 % 78.7 % 82.4 % 83.7 %
Cha nge i n Poi nts — — — 6.9 3.6 1.4
Occupa ncy Penetra ti on — — 89.0 % 96.1 % 100.0 % 101.7 %
Avera ge Ra te $510.00 $487.05 $494.36 $514.13 $550.12 $583.13 $600.62
Cha nge — 1.5 % 4.0 % 7.0 % 6.0 % 3.0 %
Avera ge Ra te Penetra ti on 92.4 % 92.4 % 92.4 % 92.4 % 92.4 % 92.4 %
RevPAR — — $369.58 $433.15 $480.28 $502.82
Cha nge — — — 17.2 % 10.9 % 4.7 %
RevPAR Penetra ti on — — 82.3 % 88.8 % 92.4 % 94.0 %
Historical (Estimated) Projected
2015 2015 2016 2017 2018 2019 2020 2021 2022
New York Submarket
Occupa ncy 83.4 % 85.4 % 78.7 % 78.3 % 80.6 % 80.7 % 81.9 % 82.3 % 82.3 %
Cha nge i n Poi nts — 2.0 (6.8) (0.4) 2.3 0.2 1.2 0.4 0.0
Avera ge Ra te $547.96 $554.82 $551.87 $527.03 $534.94 $556.34 $595.28 $631.00 $649.93
Cha nge — 1.3 % (0.5) % (4.5) % 1.5 % 4.0 % 7.0 % 6.0 % 3.0 %
RevPAR $457.14 $473.85 $434.08 $412.52 $430.94 $449.18 $487.73 $519.58 $535.17
Cha nge — 3.7 % (8.4) % (5.0) % 4.5 % 4.2 % 8.6 % 6.5 % 3.0 %

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 88
 The final forecast reflects years beginning on July 1, 2018 and corresponds with our
financial projections, as shown below.

FIGURE 7-6 MARKET AND SUBJECT PROPERTY AVERAGE RATE FORECAST

Area-wide Market (Calendar Year) Subject Property (Calendar Year)

Average Rate Average Average Rate Average Average Rate

Year Occupancy Growth Rate Occupancy Growth Rate Penetration

Ba s e Yea r 78.7 % — $551.87 — — $510.00 92.4 %

2017 78.3 -4.5 % 527.03 — -4.5 % 487.05 92.4
2018 80.6 1.5 534.94 — 1.5 494.36 92.4
2019 80.7 4.0 556.34 72.0 % 4.0 514.13 92.4
2020 81.9 7.0 595.28 79.0 7.0 550.12 92.4
2021 82.3 6.0 631.00 82.0 6.0 583.13 92.4
2022 82.3 3.0 649.93 84.0 3.0 600.62 92.4

Market-Wide Average Rate Forecast

As discussed previously, average rate registered healthy growth from 2013 to 2015;
however, market rates have moderated more recently, registering a decline in 2016.
We note that this is largely attributed to the opening of the Beekman Hotel in
September 2016, which accounts for roughly 30% of the inventory sampled and
offers rates on the lower end of this blended scale comprised of upscale and luxury
boutique properties. Furthermore, significant rises in supply across the Manhattan
borough have placed downward pressure on average rates. In consideration of the
submarket’s year-to-date performance through April, we expect average rates to
decline further in the near term, registering a -4.5% change in 2017. Average rate
is then expected to enter a period of recovery in 2018, though growth is expected to
remain below inflationary levels in the second projection year. Thereafter, supply
absorption and a slowdown in the supply pipeline across the greater market area
should allow operators to leverage stable occupancy levels and a pattern of more
normalized market-wide rate growth is expected to resume; as such, we have
forecast above inflationary growth from 2019 through 2021.

Subject Property Average Rate Forecast

We have selected the rate position of $510.00, in base-year dollars, for the proposed
subject. We note that the subject hotel is expected to feature luxury-quality finishes,
but features below-average room sizes when compared to the higher-rated
competitive properties; furthermore, the property’s location would be considered
inferior to other prime sites in more desirable locations of SoHo and Tribeca. Thus,

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 89
 the subject hotel’s base-year rate positioning represents a roughly 40% discount to
the blended 2016 rate performance of the highest quality competitors (which
include the Mercer, the Greenwich, and the Crosby Street) and a roughly 20%
premium on the performance of the NoMad Hotel.

The following occupancies and average rates will be used to project the subject
property's rooms revenue; this forecast reflects years beginning on July 1, 2018,
which correspond with our financial projections.

FIGURE 7-7 FORECASTS OF OCCUPANCY, AVERAGE RATE

Year Occupancy Average Rate

2019/20 74 % $523.00
2020/21 80 558.26
2021/22 83 587.44
2022/23 84 605.06

July-2017 Projection of Occupancy and Average Rate

Proposed 9 Orchard Hotel – New York, New York 90
8. Projection of Income and Expense

In this chapter of our report, we have compiled a forecast of income and expense for
the proposed subject hotel. This forecast is based on the facilities program set forth
previously, as well as the occupancy and average rate forecast discussed previously.

The forecast of income and expense is expressed in current dollars for each year.
The stabilized year is intended to reflect the anticipated operating results of the
property over its remaining economic life, given any or all applicable stages of build-
up, plateau, and decline in the life cycle of the hotel. Thus, income and expense
estimates from the stabilized year forward exclude from consideration any
abnormal relationship between supply and demand, as well as any nonrecurring
conditions that may result in unusual revenues or expenses. The ten-year period
reflects the typical holding period of large real estate assets such as hotels. In
addition, the ten-year period provides for the stabilization of income streams and
comparison of yields with alternate types of real estate. The forecasted income
streams reflect the future benefits of owning specific rights in income-producing
real estate.

Comparable Operating In order to project future income and expense for the proposed subject hotel, we
Statements have included a sample of individual comparable operating statements from our
database of hotel statistics. All financial data are presented according to the three
most common measures of industry performance: ratio to sales (RTS), amounts per
available room (PAR), and amounts per occupied room night (POR). These
historical income and expense statements will be used as benchmarks in our
forthcoming forecast of income and expense.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 91
FIGURE 8-1 COMPARABLE OPERATING STATEMENTS: RATIO TO SALES

Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Subject

Stabilized $
Number of Rooms: 70 to 100 300 to 380 80 to 110 150 to 190 200 to 250 116
Occupied Rooms: 27,842 112,390 30,528 50,152 71,896 35,566
Occupancy: 88% 91% 86% 82% 87% 84%
Average Rate: $897 $401 $416 $431 $397 $503
RevPAR: $791 $365 $358 $352 $344 $423
REVENUE
Rooms 69.6 % 45.5 % 94.7 % 81.8 % 75.5 % 61.2 %
Food & Bevera ge 27.9 53.5 0.0 12.0 23.7 38.2
Other Opera ted Depa rtments 2.6 1.0 5.3 6.2 0.8 0.6
Total 100.0 100.0 100.0 100.0 100.0 100.0
DEPARTMENTAL EXPENSES*
Rooms 26.6 23.6 31.4 31.8 25.5 26.4
Food & Bevera ge 63.5 71.7 0.0 0.0 84.8 70.2
Other Opera ted Depa rtments 62.6 73.4 32.2 68.2 50.2 50.0
Total 37.8 49.8 31.5 30.3 39.8 43.3
DEPARTMENTAL INCOME 62.2 50.2 68.5 69.7 60.2 56.7
OPERATING EXPENSES
Admi ni s tra tive & Genera l 9.3 8.6 11.1 9.9 7.3 8.8
Ma rketing 2.0 3.5 7.8 3.8 8.1 4.2
Property Opera tions & Ma i ntena nce 5.5 4.3 4.7 3.9 4.2 4.1
Util i ties 1.3 2.0 1.8 1.5 2.5 1.9
Total 18.1 18.4 26.3 19.2 24.7 19.5
HOUSE PROFIT 44.1 31.8 42.2 50.5 35.5 37.2
Ma na gement Fee 2.0 4.0 4.0 2.6 2.2 3.0
INCOME BEFORE FIXED CHARGES 42.1 27.8 38.2 47.9 33.3 34.2

* Depa rtmental expens e ra tios a re expres s ed a s a percentage of depa rtmental revenues

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 92
FIGURE 8-2 COMPARABLE OPERATING STATEMENTS: AMOUNTS PER AVAILABLE ROOM

Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Subject

Stabilized $
Number of Rooms: 70 to 100 300 to 380 80 to 110 150 to 190 200 to 250 116
Occupied Rooms: 27,842 112,390 30,528 50,152 71,896 35,566
Occupancy: 88% 91% 86% 82% 87% 84%
Average Rate: $897 $401 $416 $431 $397 $503
RevPAR: $791 $365 $358 $352 $344 $423
REVENUE
Rooms $289,532 $133,405 $130,982 $128,533 $125,919 $154,220
Food & Bevera ge 115,927 156,661 0 18,842 39,504 96,106
Other Opera ted Depa rtments 10,750 2,947 7,309 9,667 1,312 1,533
Total 416,209 293,013 138,291 157,042 166,734 251,859
DEPARTMENTAL EXPENSES
Rooms 77,010 31,482 41,159 40,916 32,115 40,778
Food & Bevera ge 73,612 112,302 0 0 33,515 67,459
Other Opera ted Depa rtments 6,726 2,163 2,351 6,597 658 767
Total 157,348 145,947 43,509 47,513 66,289 109,003
DEPARTMENTAL INCOME 258,861 147,066 94,782 109,528 100,446 142,856
OPERATING EXPENSES
Admi ni s tra tive & Genera l 38,592 25,165 15,342 15,539 12,162 22,219
Ma rketing 8,430 10,387 10,759 6,042 13,545 10,677
Property Opera tions & Ma i ntena nce 22,752 12,459 6,459 6,101 7,079 10,388
Util i ties 5,485 5,920 2,463 2,409 4,147 4,906
Total 75,259 53,930 36,346 30,091 41,222 49,114
HOUSE PROFIT 183,602 93,136 58,436 79,437 59,224 93,742
Ma na gement Fee 8,326 11,720 5,560 4,146 3,621 7,556
INCOME BEFORE FIXED CHARGES 175,276 81,416 52,876 75,292 55,603 86,186

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 93
FIGURE 8-3 COMPARABLE OPERATING STATEMENTS: AMOUNTS PER OCCUPIED ROOM

Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Subject

Stabilized $
Number of Rooms: 70 to 100 300 to 380 80 to 110 150 to 190 200 to 250 116
Occupied Rooms: 27,842 112,390 30,528 50,152 71,896 35,566
Occupancy: 88% 91% 86% 82% 87% 84%
Average Rate: $897 $401 $416 $431 $397 $503
RevPAR: $791 $365 $358 $352 $344 $423
REVENUE
Rooms $896.77 $401.20 $416.18 $430.56 $396.58 $503.00
Food & Bevera ge 359.06 471.14 0.00 63.12 124.42 313.46
Other Opera ted Depa rtments 33.30 8.86 23.22 32.38 4.13 5.00
Total 1,289.13 881.20 439.41 526.06 525.12 821.46
DEPARTMENTAL EXPENSES
Rooms 238.52 94.68 130.78 137.06 101.15 133.00
Food & Bevera ge 228.00 337.74 0.00 0.00 105.56 220.02
Other Opera ted Depa rtments 20.83 6.51 7.47 22.10 2.07 2.50
Total 487.36 438.92 138.25 159.16 208.77 355.52
DEPARTMENTAL INCOME 801.77 442.28 301.16 366.90 316.35 465.93
OPERATING EXPENSES
Admi ni s tra tive & Genera l 119.53 75.68 48.75 52.05 38.31 72.47
Ma rketing 26.11 31.24 34.18 20.24 42.66 34.82
Property Opera tions & Ma i ntena nce 70.47 37.47 20.52 20.44 22.30 33.88
Util i ties 16.99 17.80 7.83 8.07 13.06 16.00
Total 233.10 162.19 115.49 100.80 129.83 160.19
HOUSE PROFIT 568.67 280.10 185.67 266.10 186.53 305.75
Ma na gement Fee 25.79 35.25 17.67 13.89 11.41 24.64
INCOME BEFORE FIXED CHARGES 542.88 244.85 168.01 252.21 175.12 281.10

Fixed and Variable
Component Analysis
HVS uses a fixed and variable component model to project a lodging facility's
revenue and expense levels. This model is based on the premise that hotel revenues
and expenses have one component that is fixed and another that varies directly with
occupancy and facility usage. A projection can be made by taking a known level of
revenue or expense and calculating its fixed and variable components. The fixed
component is then increased in tandem with the underlying rate of inflation, while
the variable component is adjusted for a specific measure of volume such as total
revenue.

The actual forecast is derived by adjusting each year’s revenue and expense by the
amount fixed (the fixed expense multiplied by the inflated base-year amount) plus
the variable amount (the variable expense multiplied by the inflated base-year

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 94
 amount) multiplied by the ratio of the projection year’s occupancy to the base-year
occupancy (in the case of departmental revenue and expense) or the ratio of the
projection year’s revenue to the base year’s revenue (in the case of undistributed
operating expenses). Fixed expenses remain fixed, increasing only with inflation.
Our discussion of the revenue and expense forecast in this report is based upon the
output derived from the fixed and variable model. This forecast of revenue and
expense is accomplished through a systematic approach, following the format of the
Uniform System of Accounts for the Lodging Industry. Each category of revenue and
expense is estimated separately and combined at the end in the final statement of
income and expense.

Inflation Assumption In consideration of the most recent trends, the projections set forth previously, and
our assessment of probable property appreciation levels, we have applied
underlying inflation rates of 3.0% for each respective year following the base year
of 2016. This stabilized inflation rate takes into account normal, recurring inflation
cycles. Inflation is likely to fluctuate above and below this level during the projection
period. Any exceptions to the application of the assumed underlying inflation rate
are discussed in our write-up of individual income and expense items.

Forecast of Income and Based on an analysis that will be detailed throughout this section, we have
Expense formulated a forecast of income and expense. The following table presents a
detailed forecast through the stabilized projection year, including amounts per
available room and per occupied room. The second table illustrates our ten-year
forecast of income and expense, presented with a lesser degree of detail. The
forecasts pertain to years that begin on April 1, 2019, expressed in inflated dollars
for each year.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 95
FIGURE 8-4 DETAILED FORECAST OF INCOME AND EXPENSE

2019/20 Begins April 2020/21 2021/22 Stabilized

Number of Rooms: 116 116 116 116
Occupancy: 74% 80% 83% 84%
Average Rate: $523.00 $558.26 $587.44 $605.06
RevPAR: $387.02 $446.61 $487.58 $508.25
Days Open: 365 365 365 365
Occupied Rooms: 31,332 %Gross PAR POR 33,872 %Gross PAR POR 35,142 %Gross PAR POR 35,566 %Gross PAR POR
OPERATING REVENUE
Rooms $16,387 59.3 % $141,267 $523.02 $18,909 59.6 % $163,009 $558.25 $20,644 60.9 % $177,966 $587.44 $21,519 61.2 % $185,509 $605.05
Food & Beverage 11,040 40.0 95,170 352.35 12,616 39.8 108,761 372.47 13,020 38.4 112,240 370.49 13,410 38.2 115,607 377.06
Other Operated Departments 189 0.7 1,627 6.02 199 0.6 1,713 5.87 207 0.6 1,784 5.89 214 0.6 1,844 6.01
Total Operating Revenues 27,615 100.0 238,064 881.39 31,724 100.0 273,483 936.59 33,871 100.0 291,989 963.82 35,143 100.0 302,960 988.13
DEPARTMENTAL EXPENSES *
Rooms 4,959 30.3 42,752 158.28 5,261 27.8 45,355 155.33 5,498 26.6 47,396 156.45 5,690 26.4 49,052 159.99
Food & Beverage 8,560 77.5 73,791 273.20 8,854 70.2 76,328 261.40 9,139 70.2 78,784 260.06 9,413 70.2 81,147 264.67
Other Operated Departments 97 51.3 835 3.09 100 50.5 865 2.96 104 50.1 894 2.95 107 50.0 922 3.01
Total Expenses 13,616 49.3 117,378 434.57 14,216 44.8 122,548 419.69 14,741 43.5 127,074 419.46 15,210 43.3 131,121 427.66
DEPARTMENTAL INCOME 14,000 50.7 120,687 446.82 17,508 55.2 150,935 516.90 19,130 56.5 164,915 544.36 19,933 56.7 171,839 560.46
UNDISTRIBUTED OPERATING EXPENSES
Administrative & General 2,697 9.8 23,249 86.08 2,879 9.1 24,820 85.00 3,002 8.9 25,883 85.44 3,100 8.8 26,728 87.18
Info & Telecom Systems 112 0.4 966 3.58 120 0.4 1,031 3.53 125 0.4 1,076 3.55 129 0.4 1,111 3.62
Marketing 1,425 5.2 12,289 45.50 1,453 4.6 12,523 42.89 1,443 4.3 12,437 41.05 1,490 4.2 12,843 41.89
Prop. Operations & Maint. 883 3.2 7,609 28.17 1,077 3.4 9,283 31.79 1,263 3.7 10,891 35.95 1,450 4.1 12,496 40.76
Utilities 595 2.2 5,133 19.00 636 2.0 5,480 18.77 663 2.0 5,714 18.86 685 1.9 5,901 19.25
Total Expenses 5,713 20.8 49,246 182.32 6,164 19.5 53,138 181.98 6,496 19.3 56,002 184.85 6,853 19.4 59,079 192.69
GROSS HOUSE PROFIT 8,287 29.9 71,441 264.50 11,344 35.7 97,797 334.92 12,634 37.2 108,913 359.51 13,080 37.3 112,759 367.77
Management Fee 828 3.0 7,142 26.44 952 3.0 8,204 28.10 1,016 3.0 8,760 28.91 1,054 3.0 9,089 29.64
INCOME BEFORE NON-OPR. INC. & EXP. 7,459 26.9 64,299 238.06 10,393 32.7 89,592 306.82 11,618 34.2 100,154 330.59 12,026 34.3 103,671 338.13
NON-OPERATING INCOME & EXPENSE
Property Taxes 2,170 7.9 18,710 69.27 1,071 3.4 9,236 31.63 653 1.9 5,632 18.59 724 2.1 6,244 20.37
Insurance 140 0.5 1,211 4.48 145 0.5 1,247 4.27 149 0.4 1,285 4.24 153 0.4 1,323 4.32
Reserve for Replacement 552 2.0 4,761 17.63 634 2.0 5,470 18.73 1,016 3.0 8,760 28.91 1,406 4.0 12,118 39.53
Total Expenses 2,863 10.4 24,682 91.38 1,851 5.9 15,953 54.63 1,818 5.3 15,676 51.75 2,284 6.5 19,686 64.21
EBITDA LESS RESERVE $4,596 16.5 % $39,617 $146.67 $8,542 26.8 % $73,639 $252.19 $9,799 28.9 % $84,477 $278.85 $9,742 27.8 % $83,985 $273.92

*Departmental expenses are expressed as a percentage of departmental revenues.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 96
FIGURE 8-5 TEN-YEAR FORECAST OF INCOME AND EXPENSE
2019/20 2020/21 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 2027/28 2028/29

Number of Rooms: 116 116 116 116 116 116 116 116 116 116
Occupied Rooms: 31,332 33,872 35,142 35,566 35,566 35,566 35,566 35,566 35,566 35,566
Occupancy: 74% 80% 83% 84% 84% 84% 84% 84% 84% 84%
Average Rate: $523.00 % of $558.26 % of $587.44 % of $605.06 % of $623.21 % of $641.91 % of $661.17 % of $681.00 % of $701.43 % of $722.48 % of
RevPAR: $387.02 Gross $446.61 Gross $487.58 Gross $508.25 Gross $523.50 Gross $539.21 Gross $555.38 Gross $572.04 Gross $589.20 Gross $606.88 Gross
OPERATING REVENUE
Rooms $16,387 59.3 % $18,909 59.6 % $20,644 60.9 % $21,519 61.2 % $22,165 61.2 % $22,830 61.2 % $23,515 61.2 % $24,220 61.2 % $24,947 61.2 % $25,695 61.2 %
Food & Beverage 11,040 40.0 12,616 39.8 13,020 38.4 13,410 38.2 13,813 38.2 14,227 38.2 14,654 38.2 15,094 38.2 15,546 38.2 16,013 38.2
Other Operated Departments 189 0.7 199 0.6 207 0.6 214 0.6 220 0.6 227 0.6 234 0.6 241 0.6 248 0.6 255 0.6
Total Operating Revenues 27,615 100.0 31,724 100.0 33,871 100.0 35,143 100.0 36,198 100.0 37,284 100.0 38,403 100.0 39,554 100.0 40,741 100.0 41,963 100.0
DEPARTMENTAL EXPENSES *
Rooms 4,959 30.3 5,261 27.8 5,498 26.6 5,690 26.4 5,861 26.4 6,037 26.4 6,218 26.4 6,404 26.4 6,596 26.4 6,794 26.4
Food & Beverage 8,560 77.5 8,854 70.2 9,139 70.2 9,413 70.2 9,695 70.2 9,986 70.2 10,286 70.2 10,595 70.2 10,912 70.2 11,240 70.2
Other Operated Departments 97 51.3 100 50.5 104 50.1 107 50.0 110 50.0 113 50.0 117 50.0 120 50.0 124 50.0 128 50.0
Total Expenses 13,616 49.3 14,216 44.8 14,741 43.5 15,210 43.3 15,666 43.3 16,136 43.3 16,620 43.3 17,119 43.3 17,633 43.3 18,162 43.3
DEPARTMENTAL INCOME 14,000 50.7 17,508 55.2 19,130 56.5 19,933 56.7 20,532 56.7 21,148 56.7 21,782 56.7 22,435 56.7 23,109 56.7 23,802 56.7
UNDISTRIBUTED OPERATING EXPENSES
Administrative & General 2,697 9.8 2,879 9.1 3,002 8.9 3,100 8.8 3,193 8.8 3,289 8.8 3,388 8.8 3,490 8.8 3,594 8.8 3,702 8.8
Info & Telecom Systems 112 0.4 120 0.4 125 0.4 129 0.4 133 0.4 137 0.4 141 0.4 145 0.4 149 0.4 154 0.4
Marketing 1,425 5.2 1,453 4.6 1,443 4.3 1,490 4.2 1,535 4.2 1,581 4.2 1,628 4.2 1,677 4.2 1,727 4.2 1,779 4.2
Prop. Operations & Maint. 883 3.2 1,077 3.4 1,263 3.7 1,450 4.1 1,493 4.1 1,538 4.1 1,584 4.1 1,631 4.1 1,680 4.1 1,731 4.1
Utilities 595 2.2 636 2.0 663 2.0 685 1.9 705 1.9 726 1.9 748 1.9 770 1.9 794 1.9 817 1.9
Total Expenses 5,713 20.8 6,164 19.5 6,496 19.3 6,853 19.4 7,059 19.4 7,271 19.4 7,489 19.4 7,713 19.4 7,945 19.4 8,183 19.4
GROSS HOUSE PROFIT 8,287 29.9 11,344 35.7 12,634 37.2 13,080 37.3 13,473 37.3 13,877 37.3 14,294 37.3 14,722 37.3 15,164 37.3 15,618 37.3
Management Fee 828 3.0 952 3.0 1,016 3.0 1,054 3.0 1,086 3.0 1,119 3.0 1,152 3.0 1,187 3.0 1,222 3.0 1,259 3.0
INCOME BEFORE NON-OPR. INC. & EXP. 7,459 26.9 10,393 32.7 11,618 34.2 12,026 34.3 12,387 34.3 12,759 34.3 13,141 34.3 13,535 34.3 13,942 34.3 14,360 34.3
NON-OPERATING INCOME & EXPENSE
Property Taxes 2,170 7.9 1,071 3.4 653 1.9 724 2.1 810 2.2 911 2.4 1,397 3.6 1,999 5.1 2,600 6.4 3,204 7.6
Insurance 140 0.5 145 0.5 149 0.4 153 0.4 158 0.4 163 0.4 168 0.4 173 0.4 178 0.4 183 0.4
Reserve for Replacement 552 2.0 634 2.0 1,016 3.0 1,406 4.0 1,448 4.0 1,491 4.0 1,536 4.0 1,582 4.0 1,630 4.0 1,679 4.0
Total Expenses 2,863 10.4 1,851 5.9 1,818 5.3 2,284 6.5 2,416 6.6 2,565 6.8 3,100 8.0 3,754 9.5 4,407 10.8 5,066 12.0
EBITDA LESS RESERVE $4,596 16.5 % $8,542 26.8 % $9,799 28.9 % $9,742 27.8 % $9,971 27.7 % $10,194 27.5 % $10,041 26.3 % $9,782 24.8 % $9,534 23.5 % $9,294 22.3 %
1 1 1 1 1 1 1 1 1 1
*Departmental expenses are expressed as a percentage of departmental revenues.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 97
 The following description sets forth the basis for the forecast of income and expense.
We anticipate that it will take four years for the subject property to reach a
stabilized level of operation. Each revenue and expense item has been forecast
based upon our review of the proposed subject hotel’s operating budget and
comparable income and expense statements. The forecast is based upon fiscal years
beginning July 1, 2018, expressed in inflated dollars for each year.

Rooms Revenue and Rooms revenue is determined by two variables: occupancy and average rate. We
Expense projected occupancy and average rate in a previous section of this report. The
proposed subject hotel is expected to stabilize at an occupancy level of 84% with an
average rate of $605.06 in 2022/23. Following the stabilized year, the subject
property’s average rate is projected to increase along with the underlying rate of
inflation.

Rooms expense consists of items related to the sale and upkeep of guestrooms and
public space. Salaries, wages, and employee benefits account for a substantial
portion of this category. Although payroll varies somewhat with occupancy and
managers can generally scale the level of service staff on hand to meet an expected
occupancy level, much of a hotel's payroll is fixed. A base level of front desk
personnel, housekeepers, and supervisors must be maintained at all times. As a
result, salaries, wages, and employee benefits are only moderately sensitive to
changes in occupancy.

Commissions and reservations are usually based on room sales, and thus are highly
sensitive to changes in occupancy and average rate. While guest supplies vary 100%
with occupancy, linens and other operating expenses are only slightly affected by
volume. The proposed subject hotel's rooms department expense has been
positioned based upon our review of the comparable operating data and our
understanding of the hotel's future service level and price point.

FIGURE 8-6 ROOMS EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 26.6 % 23.6 % 31.4 % 31.8 % 25.5 % 30.3 % 26.4 %

Per Ava i l a bl e Room $77,010 $31,482 $41,159 $40,916 $32,115 $42,752 $40,778
Per Occupi ed Room $238.52 $94.68 $130.78 $137.06 $101.15 $158.28 $133.00

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 98
Food and Beverage Food and beverage revenue is generated by a hotel's restaurants, lounges, coffee
Revenue and Expense shops, snack bars, banquet rooms, and room service. In addition to providing a
source of revenue, these outlets serve as an amenity that assists in the sale of
guestrooms. With the exception of properties with active lounges or banquet
facilities that draw local residents, in-house guests generally represent a substantial
percentage of a hotel's food and beverage patrons. In the case of the Proposed 9
Orchard Hotel, food and beverage department will include a restaurant and lounge;
moreover, banquet space is expected to span 5,492 square feet.

In estimating the proposed subject hotel’s food and beverage revenue, we have
positioned each outlet individually based on our in-house database of comparable
operations. We note that all comparables represent food and beverage operations
within Manhattan-located hotels.

The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s restaurant and lounge outlet.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 99
 FIGURE 8-7 RESTAURANT COMPARABLES AND POSITIONING

Restaurant Capacity Revenue

Comparables Revenue (Seats) per seat
Compa ra bl e 1 $6,435,000 100 $64,350
Compa ra bl e 2 6,188,000 130 47,600
Compa ra bl e 3 7,032,000 82 85,756
Compa ra bl e 4 8,977,000 120 74,808
Compa ra bl e 5 11,038,000 149 74,080
Compa ra bl e 6 11,800,000 170 69,412
Compa ra bl e 7 6,250,000 196 31,888
Compa ra bl e 8 11,389,000 137 83,131
Compa ra bl e 9 10,000,000 200 50,000
Compa ra bl e 10 6,865,000 110 62,409
Compa ra bl e 11 17,424,000 300 58,080
Compa ra bl e 12 5,001,000 200 25,005
Compa ra bl e 13 5,716,000 135 42,339
Compa ra bl e 14 4,276,379 92 46,482
Compa ra bl e 15 6,311,000 135 46,748
Compa ra bl e 16 7,103,000 152 46,729
Compa ra bl e 17 8,018,000 150 53,453
Compa ra bl e 18 4,741,000 130 36,469
Compa ra bl e 19 5,474,000 136 40,250
Average $53,000

Subject Positioning
Res taura nt & Lounge $6,240,000 156 $40,000
Infl a ted to 2019/20 $ $6,818,616

Each outlet has been positioned in base year (2016) dollars, and inflated by 3%
annually to the anticipated opening date. Since it takes some time for a new
establishment to appropriately ramp-up, we have discounted the first-year revenue
level by 10%. In addition, we have forecast a stabilized departmental expense level
of 77%. The following details our forecast of the hotel’s restaurant outlets.

FIGURE 8-8 RESTAURANT REVENUE AND EXPENSE FORECAST

Disc. Net Expense

Year Revenue %∆ % Revenue %∆ Ratio Expense

2019/20 $6,818,616 - 10% $6,136,755 - 85% $5,216,242

2020/21 7,023,175 3% 0% 7,023,175 14% 77% 5,372,729
2021/22 7,233,870 3% 0% 7,233,870 3% 77% 5,533,911

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 100
 The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s meeting/banquet space. We note that this encompasses both the
traditional meeting spaces planned for the hotel, as well as the rooftop event space.

FIGURE 8-9 MEETING SPACE COMPARABLES AND POSITIONING

Event Revenue
Revenue Size (Sq Ft) per Square Foot
Compa ra bl e 1 $2,509,986 5,500 $460
Compa ra bl e 2 2,106,389 2,489 850
Compa ra bl e 3 1,620,100 3,070 530
Compa ra bl e 4 1,000,000 2,113 470
Compa ra bl e 5 17,201,000 34,405 500
Compa ra bl e 6 13,000,000 27,961 460
Compa ra bl e 7 4,000,000 17,558 230
Compa ra bl e 8 10,500,000 11,592 910
Compa ra bl e 9 1,171,210 3,385 346
Compa ra bl e 10 2,052,000 2,200 930
Compa ra bl e 11 3,016,000 5,062 600
Compa ra bl e 12 3,500,000 6,000 583
Average $517
Subject Positioning
2016 $ $4,393,600 5,492 $800
Infl a ted to 2019/20 $ $4,801,005

Meeting space revenue has been positioned in base year (2016) dollars, and inflated
by 3% annually to the anticipated opening date. Since it takes some time for a new
establishment to appropriately ramp-up, we have discounted the first-year revenue
level by 10%. In addition, we have forecast a stabilized departmental expense level
of 60%. The following details our forecast of the hotel’s meeting space.

FIGURE 8-10 MEETING SPACE REVENUE AND EXPENSE FORECAST

Disc. Net Expense

Year Revenue %∆ % Revenue %∆ Ratio Expense
2019/20 $4,801,005 - 10% $4,320,905 - 67% $2,895,006
2020/21 4,945,036 3% 0% 4,945,036 14% 60% 2,981,856
2021/22 5,093,387 3% 0% 5,093,387 3% 60% 3,071,312

The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s in-room dining operations.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 101
 FIGURE 8-11 ROOM SERVICE COMPARABLES AND POSITIONING

Occupied Revenue
Revenue Rooms POR
Compa ra ble 1 $636,000 77,353 $8
Compa ra ble 2 1,400,000 284,354 5
Compa ra ble 3 1,900,000 145,528 13
Compa ra ble 4 489,267 25,075 20
Compa ra ble 5 1,100,000 107,016 10
Average $9
Subject Positioning
2016 $ $12.00
Infla ted to 2019/20 $ $13.11

In-room dining revenue has been positioned in base year (2016) dollars, and
inflated by 3% annually to the anticipated opening date. The ramp up in room
service operations is accounted for in the overall occupancy ramp up registered
during the initial projection years. In addition, we have forecast a stabilized
departmental expense level of 80%. The following details our forecast of the hotel’s
in-room dining operations.

FIGURE 8-12 ROOM SERVICE REVENUE AND EXPENSE FORECAST

Occupied Rev Expense

Year Rooms POR Revenue Level Expense
2019/20 31,332 $13.11 $410,843 80% $328,674
2020/21 33,872 13.51 457,479 80% 365,983
2021/22 35,142 13.91 488,873 80% 391,099

The following comparables were utilized in estimating future revenue levels for the
proposed hotel’s mini bar operations.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 102
 FIGURE 8-13 MINI BAR COMPARABLES AND POSITIONING

Occupied Revenue
Mini Bar Rooms POR
Compa ra ble 1 $458,000 77,353 $6
Compa ra ble 2 148,000 70,513 2
Compa ra ble 3 176,000 29,919 6
Compa ra ble 4 490,000 58,848 8
Compa ra ble 5 164,953 25,075 7
Compa ra ble 6 650,000 145,528 4
Compa ra ble 7 780,000 107,016 7
Average $5.00
Subject Positioning
2016 $ $5.00
Infla ted to 2019/20 $ $5.46

Mini bar revenue has been positioned in base year (2016) dollars, and inflated by
3% annually to the anticipated opening date. The ramp up in mini bar operations is
accounted for in the overall occupancy ramp up registered during the initial
projection years. In addition, we have forecast a stabilized departmental expense
level of 70%. The following details our forecast of the hotel’s in-room dining
operations.

FIGURE 8-14 MINI BAR REVENUE AND EXPENSE FORECAST

Occupied Rev Expense

Year Rooms POR Revenue Level Expense
2019/20 31,332 $5.46 $171,184 70% $119,829
2020/21 33,872 5.63 190,616 70% 133,431
2021/22 35,142 5.80 203,697 70% 142,588

The following table summarizes our revenue and expense forecast for the proposed
hotel’s food and beverage department.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 103
FIGURE 8-15 TOTAL FOOD AND BEVERAGE – REVENUE AND EXPENSE FORECAST

Restaurant Outlets Lounge Total

Dept Expense Dept Expense Dept Expense
Year Revenue Expense % Revenue Expense % Revenue Expense %
2019/20 $6,136,755 $5,216,242 85% $4,320,905 $2,895,006 67% $11,039,687 $8,559,751 78%
2020/21 7,023,175 5,372,729 77% 4,945,036 2,981,856 60% 12,616,305 8,854,000 70%
2021/22 7,233,870 5,533,911 77% 5,093,387 3,071,312 60% 13,019,827 9,138,910 70%

In-Room Dining Mini Bar

Dept Expense Dept Expense
Year Revenue Expense % Revenue Expense %
2019/20 $410,843 $328,674 80% $171,184 $119,829 70%
2020/21 457,479 365,983 80% 190,616 133,431 70%
2021/22 488,873 391,099 80% 203,697 142,588 70%

Other Operated According to the Uniform System of Accounts, other operated departments include
Departments Revenue any major or minor operated department other than rooms and food and beverage.
and Expense The proposed subject hotel's other operated departments revenue sources are
expected to include the hotel's in-room movie rentals, cancelation and attrition fees,
and other miscellaneous fees and commissions

FIGURE 8-16 OTHER OPERATED DEPARTMENTS REVENUE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 2.6 % 1.0 % 5.3 % 6.2 % 0.8 % 0.7 % 0.6 %

Per Ava i l a bl e Room $10,750 $2,947 $7,309 $9,667 $1,312 $1,627 $1,533
Per Occupi ed Room $33.30 $8.86 $23.22 $32.38 $4.13 $6.02 $5.00

Other operated departments expense includes all expenses reflected in the

summary statements for the divisions associated in these categories.

FIGURE 8-17 OTHER OPERATED DEPARTMENTS EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 62.6 % 73.4 % 32.2 % 68.2 % 50.2 % 51.3 % 50.0 %

Per Ava i l a bl e Room $6,726 $2,163 $2,351 $6,597 $658 $835 $767
Per Occupi ed Room $20.83 $6.51 $7.47 $22.10 $2.07 $3.09 $2.50

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 104
Administrative and Administrative and general expense includes the salaries and wages of all
General Expense administrative personnel who are not directly associated with a particular
department. Expense items related to the management and operation of the
property are also allocated to this category.

Most administrative and general expenses are relatively fixed. The exceptions are
cash overages and shortages; commissions on credit card charges; provision for
doubtful accounts, which are moderately affected by the number of transactions or
total revenue; and salaries, wages, and benefits, which are very slightly influenced
by volume. Based upon our review of the comparable operating data and the
expected scope of facility for the proposed subject hotel, we have positioned the
administrative and general expense level at a market- and property-supported level.

FIGURE 8-18 ADMINISTRATIVE AND GENERAL EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 9.3 % 8.6 % 11.1 % 9.9 % 7.3 % 9.8 % 8.8 %

Per Ava i l a bl e Room $38,592 $25,165 $15,342 $15,539 $12,162 $23,249 $22,219
Per Occupi ed Room $119.53 $75.68 $48.75 $52.05 $38.31 $86.08 $72.47

Information and Information and telecommunications systems expense consists of all costs
Telecommunications associated with a hotel’s technology infrastructure. This includes the costs of cell
Systems Expense phones, administrative call and Internet services, and complimentary call and
Internet services. Expenses in this category are typically organized by type of
technology, or the area benefitting from the technology solution. We expect the
proposed subject hotel's information and telecommunications systems to be well
managed. Expense levels should stabilize at a typical level for a property of this type.

Marketing Expense Marketing expense consists of all costs associated with advertising, sales, and
promotion; these activities are intended to attract and retain customers. Marketing
can be used to create an image, develop customer awareness, and stimulate
patronage of a property's various facilities.

The marketing category is unique in that all expense items, with the exception of
fees and commissions, are totally controlled by management. Most hotel operators
establish an annual marketing budget that sets forth all planned expenditures. If the
budget is followed, total marketing expenses can be projected accurately.

Marketing expenditures are unusual because although there is a lag period before
results are realized, the benefits are often extended over a long period. Depending
on the type and scope of the advertising and promotion program implemented, the

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 105
 lag time can be as short as a few weeks or as long as several years. However, the
favorable results of an effective marketing campaign tend to linger, and a property
often enjoys the benefits of concentrated sales efforts for many months. Based upon
our review of the comparable operating data and the expected scope of facility for
the proposed subject hotel, we have positioned the marketing expense level at a
market- and property-supported level.

FIGURE 8-19 MARKETING EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 2.0 % 3.5 % 7.8 % 3.8 % 8.1 % 5.2 % 4.2 %

Per Ava i l a bl e Room $8,430 $10,387 $10,759 $6,042 $13,545 $12,289 $10,677
Per Occupi ed Room $26.11 $31.24 $34.18 $20.24 $42.66 $45.50 $34.82

Property Operations Property operations and maintenance expense is another expense category that is
and Maintenance largely controlled by management. Except for repairs that are necessary to keep the
facility open and prevent damage (e.g., plumbing, heating, and electrical items),
most maintenance can be deferred for varying lengths of time.

Maintenance is an accumulating expense. If management elects to postpone

performing a required repair, they have not eliminated or saved the expenditure;
they have only deferred payment until a later date. A lodging facility that operates
with a lower-than-normal maintenance budget is likely to accumulate a
considerable amount of deferred maintenance.

The age of a lodging facility has a strong influence on the required level of
maintenance. A new or thoroughly renovated property is protected for several years
by modern equipment and manufacturers' warranties. However, as a hostelry
grows older, maintenance expenses escalate. A well-organized preventive
maintenance system often helps delay deterioration, but most facilities face higher
property operations and maintenance costs each year, regardless of the occupancy
trend. The quality of initial construction can also have a direct impact on future
maintenance requirements. The use of high-quality building materials and
construction methods generally reduces the need for maintenance expenditures
over the long term.

We expect the proposed subject hotel's maintenance operation to be well managed.

Expense levels should stabilize at a typical level for a property of this type. Changes
in this expense item through the projection period result from the application of the
underlying inflation rate and projected changes in occupancy.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 106
FIGURE 8-20 PROPERTY OPERATIONS AND MAINTENANCE EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 5.5 % 4.3 % 4.7 % 3.9 % 4.2 % 3.2 % 4.1 %

Per Ava i l a bl e Room $22,752 $12,459 $6,459 $6,101 $7,079 $7,609 $10,388
Per Occupi ed Room $70.47 $37.47 $20.52 $20.44 $22.30 $28.17 $33.88

Utilities Expense The utilities consumption of a lodging facility takes several forms, including water
and space heating, air conditioning, lighting, cooking fuel, and other miscellaneous
power requirements. The most common sources of hotel utilities are electricity,
natural gas, fuel oil, and steam. This category also includes the cost of water service.

Total energy cost depends on the source and quantity of fuel used. Electricity tends
to be the most expensive source, followed by oil and gas. Although all hotels
consume a sizable amount of electricity, many properties supplement their utility
requirements with less expensive sources, such as gas and oil, for heating and
cooking. The changes in this utilities line item through the projection period are a
result of the application of the underlying inflation rate and projected changes in
occupancy.

FIGURE 8-21 UTILITIES EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percenta ge of Revenue 1.3 % 2.0 % 1.8 % 1.5 % 2.5 % 2.2 % 1.9 %

Per Ava i l a bl e Room $5,485 $5,920 $2,463 $2,409 $4,147 $5,133 $4,906
Per Occupi ed Room $16.99 $17.80 $7.83 $8.07 $13.06 $19.00 $16.00

Management Fee Management expense consists of the fees paid to the managing agent contracted to
operate the property. Some companies provide management services and a brand-
name affiliation (first-tier management company), while others provide
management services alone (second-tier management company). Some
management contracts specify only a base fee (usually a percentage of total
revenue), while others call for both a base fee and an incentive fee (usually a
percentage of defined profit). Basic hotel management fees are often based on a
percentage of total revenue, which means they have no fixed component. While base
fees typically range from 2% to 4% of total revenue, incentive fees are deal specific
and often are calculated as a percentage of income available after debt service and,

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 107
 in some cases, after a preferred return on equity. management fees for the proposed
subject hotel have been forecast at 3.0% of total revenue.

Property Taxes Property (or ad valorem) tax is one of the primary revenue sources of
municipalities. Based on the concept that the tax burden should be distributed in
proportion to the value of all properties within a taxing jurisdiction, a system of
assessments is established. Theoretically, the assessed value placed on each parcel
bears a definite relationship to market value, so properties with equal market values
will have similar assessments, and properties with higher and lower values will
have proportionately larger and smaller assessments. Depending on the taxing
policy of the municipality, property taxes can be based on the value of the real
property or the value of the personal property and the real property.

The taxing jurisdiction governing the subject property assesses only real property.
Within the City of New York, real property taxes are levied on fiscal years that begin
on July 1 and end on June 30. Land and improvements are assessed at 45% of market
value for Class 4 buildings, such as lodging facilities.

Commercial properties in New York City maintain two assessed values in any given
tax year: target and transitional. The use of the two assessed values was instituted
as a result of the significant tax increases that occurred historically in the City of
New York. The target value is that value level which a property is ultimately
determined to achieve, while the transitional value phases in the difference from the
original to the target value over a five-year period. For example, if a property’s
assessment is increased by $100,000 in one year, the target assessment would
increase by $100,000, while the transitional assessment would increase by $20,000
for each of the next five years. During any taxable year, a property is taxed on the
lesser of the two assessments. It is important to note, however, that assessment
increases resulting from a major renovation project or ground-up construction
(such as the subject development) are not subject to a five-year phase-in.

The following details the subject site’s assessment history; note that the site
currently comprises two tax lots.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 108
FIGURE 8-22 ASSESSMENT HISTORY – LOT 7

Total Transitional Assessment Total Target Assessment

Total Total
Tax Year Land Improvements Total Change Land Improvements Total Change
2011/12 $87,300 $91,880 $179,180 - $87,300 $89,550 $176,850 -
2012/13 87,300 76,040 163,340 (8.84) % 87,300 94,500 181,800 2.80 %
2013/14 87,300 95,750 183,050 12.07 87,300 159,300 246,600 35.64
2014/15 87,300 - 87,300 (52.31) 87,300 - 87,300 (64.60)
2015/16 78,750 - 78,750 (9.79) 78,750 - 78,750 (9.79)
2016/17 78,750 - 78,750 - 78,750 - 78,750 -
2017/18 78,750 509,433 588,183 646.90 78,750 509,433 588,183 646.90
Source: New York Board of Real Estate

FIGURE 8-23 ASSESSMENT HISTORY – LOT 8

Total Transitional Assessment Total Target Assessment

Total Total
Tax Year Land Improvements Total Change Land Improvements Total Change
2011/12 $454,820 $1,757,350 $2,212,170 - $442,350 $2,743,650 $3,186,000 -
2012/13 454,820 2,160,730 2,615,550 18.23 % 442,350 2,642,400 3,084,750 (3.18) %
2013/14 430,880 2,436,990 2,867,870 9.65 442,350 2,817,254 3,259,604 5.67
2014/15 442,350 2,691,409 3,133,759 9.27 442,350 2,852,100 3,294,450 1.07
2015/16 442,350 2,572,570 3,014,920 (3.79) 442,350 2,637,869 3,080,219 (6.50)
2016/17 610,650 2,400,876 3,011,526 (0.11) 1,283,850 1,772,505 3,056,355 (0.77)
2017/18 778,950 3,581,909 4,360,859 44.81 1,283,850 3,083,400 4,367,250 42.89
Source: New York Board of Real Estate

FIGURE 8-24 ASSESSMENT HISTORY – COMBINED

Total Transitional Assessment Total Target Assessment

Total Total
Tax Year Land Improvements Total Change Land Improvements Total Change
2011/12 $542,120 $1,849,230 $2,391,350 - $529,650 $2,833,200 $3,362,850 -
2012/13 542,120 2,236,770 2,778,890 16.21 % 529,650 2,736,900 3,266,550 (2.86) %
2013/14 518,180 2,532,740 3,050,920 9.79 529,650 2,976,554 3,506,204 7.34
2014/15 529,650 2,691,409 3,221,059 5.58 529,650 2,852,100 3,381,750 (3.55)
2015/16 521,100 2,572,570 3,093,670 (3.95) 521,100 2,637,869 3,158,969 (6.59)
2016/17 689,400 2,400,876 3,090,276 (0.11) 1,362,600 1,772,505 3,135,105 (0.76)
2017/18 857,700 4,091,342 4,949,042 60.15 1,362,600 3,592,833 4,955,433 58.06

Source: New York Board of Real Estate

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 109
 Tax Rates

Tax rates are based on the city and county budgets, which change annually. The
following table shows changes in the tax rate per $100 of assessed value from
2000/01 through 2016/17.

FIGURE 8-25 PROPERTY TAX RATES

Tax Rate per $100 Percent Change

Year of Assessment from Previous Year

2000/01 $9.768 —
2001/02 9.712 (0.6) %
2002/03 10.678 9.9
2003/04 11.431 7.1
2004/05 11.558 1.1
2005/06 11.306 (2.2)
2006/07 10.997 (2.7)
2007/08 10.059 (8.5)
2008/09 10.241 1.8
2009/10 10.426 1.8
2010/11 10.312 (1.1)
2011/12 10.152 (1.6)
2012/13 10.288 1.3
2013/14 10.323 0.3
2014/15 10.684 3.5
2015/16 10.656 (0.3)
2016/17 10.574 (0.8)

Avera ge Annua l Compounded Cha nge,

2000/01 - 2016/17 0.5 %
2010/11 - 2016/17: 0.4

Source: New York Ci ty Depa rtment of Fi na nce

For the purposes of our analysis, we have assumed that the tax rate will increase at
an average annual compounded rate of 1.0% throughout the projection period.

Comparable Tax Assessments and Subject Property Positioning

Because the objective of assessed value is to maintain a specific value relationship

among all properties in a taxing jurisdiction, assessments of comparable hotels
should be evaluated to estimate the subject property’s future assessed value. We

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 110
 have reviewed the historical assessment levels of several comparable hotels. This
information is summarized in the following table.

FIGURE 8-26 ASSESSED VALUE OF COMPARABLE HOTELS

No. Total Target Assessment Target Assessment per Room

Hotel of Rms Land Improvements Total Land Improvements Total

Cros by Street Hotel 86 $2,250,000 $29,059,200 $31,309,200 $26,163 $337,898 $364,060

James Hotel 114 4,149,000 11,539,800 15,688,800 36,395 101,226 137,621
NoMad Hotel 168 6,030,000 34,038,000 40,068,000 35,893 202,607 238,500
The Mercer 74 2,700,000 25,771,500 28,471,500 36,486 348,264 384,750
The Greenwi ch Hotel 87 2,295,000 33,725,250 36,020,250 26,379 387,647 414,026
Source: Real Estate Board of New York

Based on our consideration of the comparables’ historical assessment levels, and

upon accounting for the subject property’s projected performance levels, we have
positioned the subject hotel’s stabilized tax assessment within the range of the
comparables. We have forecast the subject hotel’s tax assessment to increase
annually by 2.0% upon stabilization.

Property Tax Forecast

Based on the preceding, the subject property's projected property tax expense
levels are calculated as follows.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 111
FIGURE 8-27 PROJECTED PROPERTY TAXES
Land Values Improvement Values Total Total Total Total Total
Tax* Transitional Target Target Growth Transitional Target Target Growth Transitional Target Total Target ICAP Taxable Value Tax Tax Burden Tax Burden
Year Assessment Assessment Rate Assessment Assessment Rate AV AV Taxable Value Per Room Abatement Year % After ICAP Rate Before ICAP After ICAP

2015/16 $521,100 $521,100 -2% $2,572,570 $2,637,869 -8% $3,093,670 $3,158,969 $3,093,670 $27,232 3,093,670 10.656 $329,661 $329,661
2016/17 689,400 1,362,600 161% 2,400,876 1,772,505 -33% 3,090,276 3,135,105 3,090,276 27,027 3,090,276 10.574 $326,766 326,766
2017/18 857,700 1,362,600 0% 4,091,342 3,592,833 103% 4,949,042 4,955,433 4,949,042 42,719 4,949,042 10.680 Es t. 528,545 528,545 Projection Projected
2018/19 1,298,520 1,635,120 20% 10,719,761 10,419,216 190% 12,018,281 12,054,336 12,018,281 103,917 12,018,281 10.787 1,296,356 1,296,356 Year** Tax Burden
2019/20 1,630,332 1,798,632 10% 20,965,904 20,838,431 100% 22,596,236 22,637,063 22,596,236 195,147 22,596,236 10.894 2,461,725 2,461,725 2019/20 $2,170,383
2020/21 1,888,564 1,888,564 5% 26,002,439 26,048,039 25% 27,891,003 27,936,603 27,891,003 240,833 $2,461,000 1 100% 25,430,003 11.003 3,068,944 607,944 2020/21 1,071,389
2021/22 1,896,118 1,926,335 2% 26,262,920 27,350,441 5% 28,159,037 29,276,776 28,159,037 252,386 2,461,000 2 100% 25,698,037 11.113 3,129,421 668,421 2021/22 653,302
2022/23 1,911,377 1,964,862 2% 26,632,802 27,897,450 2% 28,544,179 29,862,312 28,544,179 257,434 2,461,000 3 100% 26,083,179 11.225 3,203,945 742,945 2022/23 724,314
2023/24 1,934,496 2,004,159 2% 27,114,274 28,455,399 2% 29,048,770 30,459,558 29,048,770 262,582 2,461,000 4 100% 26,587,770 11.337 3,293,189 832,189 2023/24 809,878
2024/25 1,965,632 2,044,242 2% 27,709,567 29,024,507 2% 29,675,199 31,068,749 29,675,199 267,834 2,461,000 5 100% 27,214,199 11.450 3,397,848 936,848 2024/25 910,683
2025/26 2,004,945 2,085,127 2% 28,420,959 29,604,997 2% 30,425,904 31,690,124 30,425,904 273,191 1,968,800 6 80% 28,457,104 11.565 3,518,643 1,549,843 2025/26 1,396,594
2026/27 2,045,044 2,126,829 2% 28,990,290 30,197,097 2% 31,035,334 32,323,926 31,035,334 278,655 1,476,600 7 60% 29,558,734 11.680 3,625,012 2,148,412 2026/27 1,998,770
2027/28 2,085,945 2,169,366 2% 29,571,008 30,801,039 2% 31,656,952 32,970,405 31,656,952 284,228 984,400 8 40% 30,672,552 11.797 3,734,595 2,750,195 2027/28 2,599,749
2028/29 2,127,663 2,212,753 2% 30,163,340 31,417,060 2% 32,291,003 33,629,813 32,291,003 289,912 492,200 9 20% 31,798,803 11.915 3,847,489 3,355,289 2028/29 3,204,015
2029/30 2,170,217 2,257,008 2% 30,767,519 32,045,401 2% 32,937,736 34,302,409 32,937,736 295,710 492,200 10 20% 32,445,536 12.034 3,963,792 3,471,592
2030/31 2,213,621 2,302,148 2% 31,383,781 32,686,309 2% 33,597,402 34,988,458 33,597,402 301,625 33,597,402 12.155 4,083,610 4,083,610

*Tax year begins July 1

**Projection year begins April 1

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 112
 ICAP Tax Abatement

The subject site is expected to qualify for and benefit from a property tax abatement
under the Industrial and Commercial Abatement Program (ICAP). This program
provides partial exemption from, or abatement of, property taxes for varying
periods for eligible industrial and commercial buildings that are built, modernized,
rehabilitated, expanded, or otherwise physically improved under the ICAP
geographical boundaries. Accordingly, the subject property is anticipated to be
benefit from a ten-year abatement. The abatement was calculated as follows:

Assumptions
Base Tax Year 2016/17
Post Completion Tax Year 2020/21
Calculation
Post Completion Tax Estimate $3,068,944
Less: 115% Base Year Taxes (607,827)
$2,461,117
(say) $2,461,000

Note that the absence of such a property tax abatement or any deviation from the
anticipated duration of the property tax exemption period will have a significant
impact on the subject hotel’s estimated market value. Hence, our analysis is
explicitly predicated on the assumption that subject hotel will qualify for the
Industrial and Commercial (property tax) Abatement Program (ICAP) for a ten-year
period.

Insurance Expense The insurance expense category consists of the cost of insuring the hotel and its
contents against damage or destruction by fire, weather, sprinkler leakage, boiler
explosion, plate glass breakage, and so forth. General insurance costs also include
premiums relating to liability, fidelity, and theft coverage.

Insurance rates are based on many factors, including building design and
construction, fire detection and extinguishing equipment, fire district, distance from
the firehouse, and the area's fire experience. Insurance expenses do not vary with
occupancy.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 113
FIGURE 8-28 INSURANCE EXPENSE

Comparable Operating Statements Proposed Subject Property Forecast

#1 #2 #3 #4 #5 2019/20 Deflated Stabilized

Percentage of Revenue 0.7 % 0.6 % 1.0 % 0.5 % 0.0 % 0.5 % 0.4 %

Per Avai l abl e Room $3,096 $1,873 $1,340 $770 $0 $1,211 $1,100
Per Occupi ed Room $9.59 $5.63 $4.26 $2.58 $0.00 $4.48 $3.59

Reserve for Furniture, fixtures, and equipment are essential to the operation of a lodging facility,
Replacement and their quality often influences a property's class. This category includes all non-
real estate items that are capitalized, rather than expensed. The furniture, fixtures,
and equipment of a hotel are exposed to heavy use and must be replaced at regular
intervals. The useful life of these items is determined by their quality, durability, and
the amount of guest traffic and use.

Periodic replacement of furniture, fixtures, and equipment is essential to maintain

the quality, image, and income-producing potential of a lodging facility. Because
capitalized expenditures are not included in the operating statement but affect an
owner's cash flow, a forecast of income and expense should reflect these expenses
in the form of an appropriate reserve for replacement.

The International Society of Hospitality Consultants (ISHC) oversees a major

industry-sponsored study of the capital expenditure requirements for full-
service/luxury, select-service, and extended-stay hotels. The most recent study was
published in 2014.6 Historical capital expenditures of well-maintained hotels were
investigated through the compilation of data provided by most of the major hotel
companies in the United States. A prospective analysis of future capital expenditure
requirements was also performed based upon the cost to replace short- and long-
lived building components over a hotel's economic life. The study showed that the
capital expenditure requirements for hotels vary significantly from year to year and
depend upon both the actual and effective ages of a property. The results of this
study showed that hotel lenders and investors are requiring reserves for
replacement ranging from 4% to 5% of total revenue.

Based on the results of our analysis and on our review of the proposed subject asset
and comparable lodging facilities, as well as on our industry expertise, we estimate
that a reserve for replacement of 4% of total revenues is sufficient to provide for the

6 The International Society of Hotel Consultants, CapEx 2014, A Study of Capital

Expenditure in the U.S. Hotel Industry.

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 114
 timely and periodic replacement of the subject property's furniture, fixtures, and
equipment. This amount has been ramped up during the initial projection period.

Forecast of Revenue Projected total revenue. House profit, and EBITDA less replacement reserves are set
and Expense forth in the following table.
Conclusion

FIGURE 8-29 FORECAST OF REVENUE AND EXPENSE CONCLUSION

Total Revenue House Profit House EBITDA Less Replacement Reserve

% Profit As a % of
Year Total Change Total % Change Ratio Total % Change Ttl Rev

Projected 2019/20 $27,615,000 — $8,287,000 — 29.9 % $4,596,000 — 16.5 %

2020/21 31,724,000 14.9 % 11,344,000 36.9 % 35.7 8,542,000 85.9 % 26.8
2021/22 33,871,000 6.8 12,634,000 11.4 37.2 9,799,000 14.7 28.9
2022/23 35,143,000 3.8 13,080,000 3.5 37.3 9,742,000 (0.6) 27.8
2023/24 36,198,000 3.0 13,473,000 3.0 37.3 9,971,000 2.4 27.7

July-2017 Projection of Income and Expense

Proposed 9 Orchard Hotel – New York, New York 115
9. Statement of Assumptions and Limiting Conditions

1. This report is set forth as a market study of the proposed subject hotel; this
is not an appraisal report.
2. This report is to be used in whole and not in part.
3. No responsibility is assumed for matters of a legal nature, nor do we render
any opinion as to title, which is assumed marketable and free of any deed
restrictions and easements. The property is evaluated as though free and
clear unless otherwise stated.
4. We assume that there are no hidden or unapparent conditions of the sub-
soil or structures, such as underground storage tanks, that would affect the
property’s development potential. No responsibility is assumed for these
conditions or for any engineering that may be required to discover them.
5. We have not considered the presence of potentially hazardous materials or
any form of toxic waste on the project site. We are not qualified to detect
hazardous substances and urge the client to retain an expert in this field if
desired.
6. The Americans with Disabilities Act (ADA) became effective on January 26,
1992. We have assumed the proposed hotel would be designed and
constructed to be in full compliance with the ADA.
7. We have made no survey of the site, and we assume no responsibility in
connection with such matters. Sketches, photographs, maps, and other
exhibits are included to assist the reader in visualizing the property. It is
assumed that the use of the described real estate will be within the
boundaries of the property described, and that no encroachment will exist.
8. All information, financial operating statements, estimates, and opinions
obtained from parties not employed by TS Worldwide, LLC are assumed true
and correct. We can assume no liability resulting from misinformation.
9. Unless noted, we assume that there are no encroachments, zoning
violations, or building violations encumbering the subject property.
10. The property is assumed to be in full compliance with all applicable federal,
state, local, and private codes, laws, consents, licenses, and regulations
(including the appropriate liquor license if applicable), and that all licenses,
permits, certificates, franchises, and so forth can be freely renewed or
transferred to a purchaser.

July-2017 Statement of Assumptions and Limiting Conditions

Proposed 9 Orchard Hotel – New York, New York 116
 11. All mortgages, liens, encumbrances, leases, and servitudes have been
disregarded unless specified otherwise.
12. None of this material may be reproduced in any form without our written
permission, and the report cannot be disseminated to the public through
advertising, public relations, news, sales, or other media.
13. We are not required to give testimony or attendance in court because of this
analysis without previous arrangements, and shall do so only when our
standard per-diem fees and travel costs have been paid prior to the
appearance.
14. If the reader is making a fiduciary or individual investment decision and has
any questions concerning the material presented in this report, it is
recommended that the reader contact us.
15. We take no responsibility for any events or circumstances that take place
subsequent to the date of our field inspection.
16. The quality of a lodging facility's onsite management has a direct effect on a
property's economic viability. The financial forecasts presented in this
analysis assume responsible ownership and competent management. Any
departure from this assumption may have a significant impact on the
projected operating results.
17. The financial analysis presented in this report is based upon assumptions,
estimates, and evaluations of the market conditions in the local and national
economy, which may be subject to sharp rises and declines. Over the
projection period considered in our analysis, wages and other operating
expenses may increase or decrease because of market volatility and
economic forces outside the control of the hotel’s management. We assume
that the price of hotel rooms, food, beverages, and other sources of revenue
to the hotel will be adjusted to offset any increases or decreases in related
costs. We do not warrant that our estimates will be attained, but they have
been developed based upon information obtained during the course of our
market research and are intended to reflect the expectations of a typical
hotel investor as of the stated date of the report.
18. This analysis assumes continuation of all Internal Revenue Service tax code
provisions as stated or interpreted on either the date of value or the date of
our field inspection, whichever occurs first.
19. Many of the figures presented in this report were generated using
sophisticated computer models that make calculations based on numbers
carried out to three or more decimal places. In the interest of simplicity,
most numbers have been rounded to the nearest tenth of a percent. Thus,
these figures may be subject to small rounding errors.

July-2017 Statement of Assumptions and Limiting Conditions

Proposed 9 Orchard Hotel – New York, New York 117
 20. It is agreed that our liability to the client is limited to the amount of the fee
paid as liquidated damages. Our responsibility is limited to the client, and
use of this report by third parties shall be solely at the risk of the client
and/or third parties. The use of this report is also subject to the terms and
conditions set forth in our engagement letter with the client.
21. Evaluating and comprising financial forecasts for hotels is both a science and
an art. Although this analysis employs various mathematical calculations to
provide value indications, the final forecasts are subjective and may be
influenced by our experience and other factors not specifically set forth in
this report.
22. This study was prepared by TS Worldwide, LLC. All opinions,
recommendations, and conclusions expressed during the course of this
assignment are rendered by the staff of TS Worldwide, LLC as employees,
rather than as individuals.

July-2017 Statement of Assumptions and Limiting Conditions

Proposed 9 Orchard Hotel – New York, New York 118
EXHIBIT B
TEA Letter
 EXHIBIT C
Regional Center Approval Letter
 EXHIBIT D
Hotel Management Agreement
 HOTEL MANAGEMENT AGREEMENT

between

TWO BRIDGES HOTEL MANAGEMENT, LLC

A Delaware limited liability company

as Operator

and

NINE ORCHARD MASTER TENANT, LLC

A Delaware limited liability company

as Owner

Dated as of
September 22, 2017

KL3 3132388.2
 TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ........................................................................................................... 1

ARTICLE II CONDITIONS PRECEDENT .................................................................................. 3

Section 2.01 Conditions Precedent ...................................................................................3

ARTICLE III RELATIONSHIP OF OWNER AND OPERATOR ............................................... 3

Section 3.01 Engagement of Operator ..............................................................................3

Section 3.02 Indemnification ............................................................................................3
A. By Owner .................................................................................................... 3
B. By Operator................................................................................................. 4
C. Survival ....................................................................................................... 4

ARTICLE IV TERM OF AGREEMENT....................................................................................... 4

Section 4.01 Initial Term ..................................................................................................4

Section 4.02 Options .........................................................................................................4

ARTICLE V CERTAIN OBLIGATIONS OF OPERATOR ......................................................... 5

Section 5.01 Operator’s General Covenants .....................................................................5

Section 5.02 General Operation ........................................................................................5
Section 5.03 Policies and Practices ...................................................................................6
Section 5.04 Personnel ......................................................................................................6
A. Employment ................................................................................................ 6
B. Compensation ............................................................................................. 7
C. Training of Employees ................................................................................ 7
D. General Manager ......................................................................................... 7
E. Employee Conduct ...................................................................................... 7
F. Reimbursement of Employee Related Expenses ........................................ 7
Section 5.05 Maintenance .................................................................................................8
Section 5.06 Advertising, Promotion and Sales................................................................8
Section 5.07 Reservations .................................................................................................8
Section 5.08 Emergencies .................................................................................................8
Section 5.09 Litigation ......................................................................................................8
Section 5.10 Complimentary Rooms and Services ...........................................................8

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 TABLE OF CONTENTS
(continued)
Page

Section 5.11 Loan Documents Compliance ......................................................................9

Section 5.12 Compliance with Government Rules and Regulations ................................9
Section 5.13 Credit and Pricing Policies...........................................................................9
A. Credit Policies ............................................................................................. 9
B. Collection Practices .................................................................................... 9
Section 5.14 (Section Intentionally Deleted) ....................................................................9
Section 5.15 Excluded Business Activities.......................................................................9
Section 5.16 Lease of Food and Beverage Facilities ........................................................9
Section 5.17 (Section Intentionally Deleted) ....................................................................9
Section 5.18 (Section Intentionally Deleted) ....................................................................9
Section 5.19 Limitation Upon Obligation.........................................................................9
Section 5.20 Limitations on Operator’s Powers .............................................................10

ARTICLE VI COMPENSATION OF OPERATOR .................................................................... 10

Section 6.01 Compensation ............................................................................................10

A. Yearly Compensation................................................................................ 10
B. Monthly Payment ...................................................................................... 10
C. Annual Adjustment ................................................................................... 10
Section 6.02 Gross Revenue ...........................................................................................10
Section 6.03 Accounting Fee ..........................................................................................11

ARTICLE VII ANNUAL BUDGET AND ANNUAL PLAN ..................................................... 11

Section 7.01 (Section Intentionally Deleted) ..................................................................11

Section 7.02 Preparation of Annual Budget and Annual Plan ........................................11
Section 7.03 Adoption of Annual Budget and Annual Plan ...........................................12
Section 7.04 Adherence to Annual Budget and Annual Plan .........................................12

ARTICLE VIII ACCOUNTING .................................................................................................. 12

Section 8.01 Books and Records ....................................................................................12

Section 8.02 Monthly and Annual Operating Statements ...............................................13
Section 8.03 Other Reports .............................................................................................13
Section 8.04 Annual Audit..............................................................................................13
Section 8.05 Survival Following End of Term ...............................................................13

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 TABLE OF CONTENTS
(continued)
Page

ARTICLE IX UTILIZATION OF INCOME AND CAPITAL .................................................... 13

Section 9.01 Bank Accounts ...........................................................................................13

Section 9.02 Payment of Costs and Expenses ................................................................14
A. Authorized Expenditures .......................................................................... 14
Section 9.03 Working Capital .........................................................................................14
Section 9.04 Payment of Owner .....................................................................................14

ARTICLE X CAPITAL IMPROVEMENTS ............................................................................... 14

Section 10.01 Expenditures for Capital Improvements ....................................................14

ARTICLE XI INSURANCE......................................................................................................... 15

Section 11.01 Insurance to be Maintained by Operator ....................................................15

Section 11.02 Insurance ....................................................................................................15
Section 11.03 Endorsements .............................................................................................15
Section 11.04 Waiver of Subrogation ...............................................................................15
Section 11.05 Investigations of Claims and Reports ........................................................15
Section 11.06 Payment of Premiums ................................................................................15

ARTICLE XII TERMINATION .................................................................................................. 16

Section 12.01 Termination ................................................................................................16

A. By Either Party.......................................................................................... 16
1. General Covenants ........................................................................ 16
2. Bankruptcy .................................................................................... 16
3. Condemnation or Destruction ....................................................... 16
B. By Owner .................................................................................................. 16
C. By Operator............................................................................................... 17
Section 12.02 Rights and Obligations Following Termination ........................................17

ARTICLE XIII ASSIGNMENTS ................................................................................................. 19

Section 13.01 Assignment to Affiliate of Operator ..........................................................19

Section 13.02 Other Assignments by Operator.................................................................19
Section 13.03 Assignment by Owner................................................................................19

ARTICLE XIV MISCELLANEOUS ........................................................................................... 19

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 TABLE OF CONTENTS
(continued)
Page

Section 14.01 Notices .......................................................................................................19

Section 14.02 Inspection of Hotel.....................................................................................20
Section 14.03 Attorneys’ Fees ..........................................................................................20
Section 14.04 Waiver ........................................................................................................20
Section 14.05 Binding Effect ............................................................................................20
Section 14.06 Severability ................................................................................................20
Section 14.07 Captions .....................................................................................................20
Section 14.08 Integration ..................................................................................................20
Section 14.09 Amendments ..............................................................................................20
Section 14.10 Time ...........................................................................................................21
Section 14.11 Limitation of Liability................................................................................21
Section 14.12 No Third Party Beneficiary ........................................................................21
Section 14.13 Subordination to Loan Documents ............................................................21
Section 14.14 Estoppel Certificates ..................................................................................21
Section 14.15 (Section Intentionally Deleted) ..................................................................21
Section 14.16 (Section Intentionally Deleted) ..................................................................21
Section 14.17 Governing Law ..........................................................................................21

ARTICLE XV LIQUOR LICENSES ........................................................................................... 21

Section 15.01 Maintenance of Liquor Licenses ................................................................21

Section 15.02 Transfer to Lender......................................................................................22

ARTICLE XVI INTENTIONALLY DELETED ......................................................................... 22

ARTICLE XVII DISPUTE RESOLUTION................................................................................. 22

Section 17.01 Mediation ...................................................................................................22

Section 17.02 Arbitration ..................................................................................................22
Section 17.03 Arbitrators ..................................................................................................23
Section 17.04 Fees and Costs............................................................................................23
Section 17.05 Commencement .........................................................................................23
Section 17.06 Arbitration Tribunal Awards......................................................................23
Section 17.07 Litigation ....................................................................................................24
Section 17.08 Survival and Severance ..............................................................................24

iv
KL3 3132388.2
 HOTEL MANAGEMENT AGREEMENT

THIS AGREEMENT is made and entered into as of September 22, 2017, by and between
TWO BRIDGES HOTEL MANAGEMENT, LLC, a Delaware limited liability company
maintaining its principal place of business at [______] (“Operator”) and NINE ORCHARD
MASTER TENANT, LLC, a Delaware limited liability company, maintaining a place of
business at c/o DLJ Real Estate Capital Partners, 1123 Broadway, Second Floor, New York,
New York 10010 (“Owner”).

RECITALS:

A. Owner is the leasehold owner of a certain parcel of real property located at 9

Orchard Street in the City of New York, State of New York, currently known as “9 Orchard”
(the “Real Property”). The Real Property is improved with a hotel, including certain furnishings,
fixtures and equipment (excluding any and all food-and-beverage and event-space facilities, but
including all other improvements and appurtenances now or hereafter located on the Real
Property, referred to herein as the “Hotel”).

B. Operator represents that it is qualified and experienced in the supervision,

operation, and management of hotels, and Owner, in reliance thereon, desires to retain Operator
to act as its independent consultant and contractor to operate and manage the Hotel and to
perform certain other functions.

C.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants
contained herein, Operator and Owner agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain terms used herein shall be defined as follows:

“Annual Budget” means the budget prepared for each Operating Year pursuant to
Article VII hereof.

“Annual Operating Statement” is defined in Section 8.02 hereof.

“Annual Plan” means the plan prepared for each operating Year pursuant to Article VII
hereof.

“Authorized Expenditures” is defined in Section 9.02 hereof.

“Capital Improvements” means all improvements the cost of which for accounting
purposes may not be expended but must be capitalized according to generally accepted
accounting principles.

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KL3 3132388.2
 “Commencement Date” is the date upon which the rights and obligations of Owner and
Operator hereunder become effective, following the satisfaction of the conditions precedent
under Section 2.01 below.

“Emergency” is defined in Section 5.08 hereof.

“FF&E” means all of the personal property, furniture, furnishings, wall coverings,
lighting fixtures, and other fixtures, property, and equipment located on or used in connection
with the Hotel, including but not limited to all equipment required for the operation or use of the
laundries, dry cleaning facilities (if any), offices, guest rooms, lobbies and common areas.
However, FF&E shall not include operating Equipment or Operating Supplies.

“Generally Accepted Accounting Principles” or “GAAP” those conventions, rules,

procedures and practices, consistently applied, affecting all aspects of recording and reporting
financial transactions which are generally accepted by major independent accounting firms in the
United States. Any financial or accounting terms not otherwise defined herein shall be construed
and applied according to GAAP.

“Gross Revenue” is defined in Section 6.02 hereof.

“Hotel” is defined in Recital A hereof.

“Hotel Employees” is defined in Section 5.04 A. hereof.

“Impositions” means all taxes, assessments, water, sewer or other rents, rates and
charges, levies, license fees, permit fees, inspection fees and other authorization fees and
charges, which at any time may be assessed, levied, confirmed, or imposed on the Hotel and the
operation thereof.

“Laws” means all applicable ordinances, statutes, rules, regulations, orders, injunctions,
writs, or decrees of any government or political subdivision or agency thereof or any court or
similar entity established by any of the foregoing,

“Lender” means EB5 UNITED NYC VI, LP its successors and assigns, or such other
lender providing mortgage financing for the Hotel.

“Loan Documents” means all documents and instruments executed by Owner in favor of
the Lender in connection with financing of the Hotel, including the deed of trust and other
encumbrances in favor of the Lender now or hereafter encumbering the Hotel or the Real
Property.

“Management Fee” is defined in Section 6.01 A. hereof.

“Monthly Operating Statements” is defined in Section 8.02 hereof.

“Operating Account” is defined in Section 9.01 hereof.

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KL3 3132388.2
 “Operating Equipment” means all personal property (other than Operating Supplies and
FF&E) used in the day-to-day operations of the Hotel, including but not limited to chinaware,
glassware, blankets, linens, uniforms, and other items.

“Operating Supplies” means the consumable and expendable items utilized in the
day-to-day operation of the Hotel, including but not limited to fuel, soap, cleaning materials, and
similar items.

“Operating Years” means the calendar years during the term hereof, except that (i) the
first Operating Year shall be the period beginning on the Commencement Date and ending on the
following December 31, and the last operating Year (if not coinciding with a calendar year) shall
end on the date of termination of this Agreement and begin on the prior January 1.

“Owner’s Limited Liability Company Agreement” means that certain Operating

Agreement of NINE ORCHARD MASTER TENANT, LLC.

“Real Property” is defined in Recital A hereof

ARTICLE II

CONDITIONS PRECEDENT

Section 2.01 Conditions Precedent. The rights and obligations of Owner and Operator
under this Agreement shall be effective at such time as the Owner has given Operator written
confirmation of the Effective Date of this Agreement.

ARTICLE III

RELATIONSHIP OF OWNER AND OPERATOR

Section 3.01 Engagement of Operator. Owner hereby appoints and employs Operator
and Operator hereby accepts and undertakes such appointment and employment as an
independent contractor and independent consultant to perform the duties set forth herein
commencing upon the Commencement Date and continuing throughout the term hereof as
provided herein. Nothing contained herein shall constitute or create a relationship of partnership,
joint venture, or principal and agent between Owner and Operator, nor a lease of the Hotel or any
property whatsoever. Except in such cases as Owner may provide its prior written consent,
Operator shall not pledge the credit of Owner nor shall Operator in the name of or on behalf of
Owner borrow any money or execute any promissory notes, bills of exchange, agreements,
contracts, or other obligations. Notwithstanding the foregoing, Manager shall owe to Owner
throughout the term of this Agreement, fiduciary duties customary in capacity as an agent of
Owner with respect to the management duties described herein with respect to the Hotel and the
operation thereof.

Section 3.02 Indemnification.

A. By Owner. Owner shall indemnify, defend, and hold Operator harmless

from and against any and all claims, damages, liabilities, costs, expenses, actions, or suits, for

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KL3 3132388.2
injuries to persons or damage to property resulting from any cause whatsoever in, on, or about
the Hotel, and which accrue after the Commencement Date, provided, however, that such
obligations of indemnification shall not exist in cases as to which Operator is responsible
pursuant to Subsection 3.02 B. hereof, nor (as between Owner and Operator) as to any breach by
Operator under this Agreement, nor to the extent that such loss or event is paid for by any
insurance or fidelity bond which Operator is required to maintain hereunder (or in the event the
loss otherwise is paid for by any insurance, whether purchased by Owner or Operator). Owner
shall defend promptly and diligently at Owner’s expense any claim, action, or proceeding
brought against Operator, the Hotel, or Owner, jointly and/or severally, which is covered by the
indemnification established in this Subsection 3.02 A., and hold harmless, indemnify, and defend
Operator from any judgment, award, fine, penalty,’ loss, or settlement (and in the case of
settlement, if reasonably approved by Owner) on account thereof, save and except any of the
same that are the subject of Operator’s indemnity of the Owner under Subsection 3.02 B.

B. By Operator. Except as otherwise expressly provided herein, Operator

shall not be liable to Owner or to any other person for any act or omission, neglect, tortious, or
otherwise of any officer, agent or employee of Owner in its performance of services in
connection with this Agreement. Operator shall indemnify and hold Owner harmless from and
against any and all claims, damages, liabilities, costs, expenses, actions, or suits of any kind
resulting directly or indirectly from fraud or gross negligence or willful misconduct perpetrated
by or on the part of Operator or any of its officers, management level employees, agents, or
representatives, or from any action taken by Operator beyond the scope of its duties hereunder,
or from a breach by Operator under this Agreement.

C. Survival. This Section 3.02 shall survive the termination of this

Agreement for a period not to exceed two (2) years following the termination of this Agreement.

ARTICLE IV

TERM OF AGREEMENT

Section 4.01 Initial Term. The initial term of Operator’s engagement under this
Agreement shall commence at 12:00.01 A.M. on the Commencement Date and end at
11:59 P.M. on that date which is five (5) years after the Commencement Date, unless extended
pursuant to Section 4.02 hereof or shortened pursuant to Article XII hereof. Notwithstanding the
foregoing, Owner shall have the right to terminate the initial term or any extended term under
Section 4.02 below, at any time with not less than sixty (60) days prior written notice to Manager
and without payment of a termination fee.

Section 4.02 Options. The term of this Agreement shall be extended automatically for
up to five successive periods of one (1) year each, upon the same terms and conditions as are
herein contained, effective upon the expiration of the initial term or the first extension term, as
the case may be, unless either Owner or Operator shall give written notice of its desire not to
extend the term hereof on or before the sixtieth (60th) day prior to expiration of the then current
term. In any event, such notice shall not be effective if delivered following the sixtieth (60th) day
prior to expiration of the then current term.

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 ARTICLE V

CERTAIN OBLIGATIONS OF OPERATOR

Section 5.01 Operator’s General Covenants. Operator shall manage and operate the
Hotel, its businesses, services, and sales, in a manner consistent with the best standards of a
first-class Hotel, and, except as otherwise permitted herein, within the requirements of the
applicable Annual Budget and Annual Plan. Operator agrees to provide the full range of services
and facilities of its organization to keep the Hotel at maximum profitability, and to lease any
commercial space which may be or become vacant during the term of this Agreement. All
commercial space shall be leased on terms and conditions provided by or approved in advance
by Owner from time to time. Subject to Section 5.11 hereof, no lease shall be negotiated without
Owner’s prior approval, unless such lease is terminable without penalty upon notice of sixty (60)
days or less. Without limiting the generality of the foregoing, in addition to the obligations of
Operator specifically set forth elsewhere herein, Operator shall perform the duties and provide
the services described in Sections 5.02 through 5.19, inclusive, below, subject to the limitations
of Section 5.20.

Section 5.02 General Operation. With the cooperation and assistance of Owner using
proceeds from Hotel operations or other proceeds made available by Owner, and subject to the
Annual Budget and Annual Plan, Operator shall have the authority and duty during the term of
this Agreement to direct, supervise, manage and operate the Hotel on a day-to-day basis in
accordance with this Agreement and specifically to:

A. Contract or otherwise arrange for the Hotel to be furnished with pest

control services, trash removal, landscape maintenance, cleaning, equipment maintenance,
security, utilities, and such other services as are necessary for the operation and maintenance of
the Hotel in good working order, repair and condition.

B. Obtain and keep in full force and effect all governmental permits, licenses,
and authorizations required for the conduct of business of the Hotel.

C. Intentionally Deleted.

D. Subject to the terms hereof, Operator is authorized to negotiate all leases

(in Owner’s name), renewals, and cancellations with respect to any space. Operator shall serve
notice on any tenant to vacate the premises for reasonable cause and, subject to Owner’s prior
written approval, shall institute such actions or other proceedings in Owner’s name as deemed
advisable in order to evict tenants, recover rent, charges, or other sums payable to Owner by the
terms of the leases.

E. Purchase such operating Equipment and Operating Supplies as shall be

necessary or advisable for the operation of the Hotel.

F. Pay all Impositions.

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 G. Subject to the terms of Section 5.13 hereof, govern and implement all
room rates, credit policies, entertainment policies, food and beverage policies (including
pricing), and rates for commercial space and other amenities and services.

H. In accordance with Section 5.04 hereof, determine and implement all labor
and personnel policies, including wage and salary rates and terms, fringe benefits, pension,
retirement, bonus and employee benefit plans, collective bargaining agreements, and the hiring
and discharge (subject to Owner’s prior consent with respect to any senior executive personnel
positions and any other matters expressly set forth in Section 5.04) of all Hotel Personnel.

I. In accordance with Section 5.06 hereof, establish all sales, marketing,

advertising, public relations and promotional policies with respect to the Hotel, including
exclusive control over all paid advertising, press releases and conferences relating to the
operation of the Hotel, and the policies relating to complimentary rooms or other goods and
services at the Hotel.

J. In accordance with Section 8.01 hereof, administer and maintain complete

books and records consistent with the Uniform System (except that Manager shall be permitted
to vary from the Uniform System to the extent approved by Owner) and Generally Accepted
Accounting Principles, including the books of accounts and the accounting procedures of the
Hotel.

K. Promptly notify Owner in writing of any material adverse change to the

Hotel of which Manager becomes aware, such as material changes to any environmental
condition, and promptly notify the applicable insurance carriers and submit all claim information
related thereto pursuant to Article XI).

L. Perform such other services and functions as are customary and usual in
the operation of a hotel of the class and standing of the Hotel.

Section 5.03 Policies and Practices. Operator shall implement administrative,

accounting, budgeting, marketing, personnel, and operational policies and practices (i) to
facilitate effective and efficient discharge of its obligations hereunder; (ii) to create and enhance
good will among existing and prospective guests and patrons; and (iii) to establish and maintain
for the Hotel a favorable reputation as a first-class Hotel. Operator agrees to consult with
Owner, and keep Owner advised, as to all major policy matters relating to the Hotel.

Section 5.04 Personnel.

A. Employment. Subject to the terms of this Agreement, Operator shall

select, employ, promote, terminate where appropriate, supervise, direct, train, and assign the
duties of all personnel to be directly engaged in the operation and maintenance of the Hotel
on-site, and which Operator, in the exercise of its reasonable judgment, determines to be
necessary or appropriate for the operation and maintenance of the Hotel (collectively, the “Hotel
Employees”), and all such Hotel Employees shall be employees of Operator. Such employees
shall include, without limitation, a general manager, an on-site accountant or bookkeeper, and, if
included within the applicable Annual Budget and deemed desirable by Operator and Owner,
heads of the various departments of the Hotel. Operator shall employ its best efforts and

6
KL3 3132388.2
exercise reasonable care to select qualified, competent, and trustworthy Hotel Employees.
Operator shall be guided by the requests and comments of Owner concerning the conduct and
qualifications of all Hotel Employees. Operator shall consult with Owner regarding the number
and categories of supervisory and executive employees. As part of the Annual Plan and Annual
Budget, Operator shall adopt personnel policies concerning wage and salary guidelines, benefits,
severance, job descriptions, staffing requirements, and other policies governing Hotel
Employees. Such policies shall be subject to Owner’s approval as part of the applicable Annual
Plan and Annual Budget. Any union agreement affecting the Hotel Employees shall be subject
to Owner’s prior written approval. Operator agrees that it will neither discharge nor otherwise
terminate the employment of any Hotel Employee at the Property where such discharge or
termination would be in violation of any law. All employment of personnel working at the Hotel
shall be at the expense of Operator, subject to reimbursement as an operating expense of the
Hotel.

B. Compensation. Subject to the provisions of Section 5.04.A., and the

restrictions imposed by the Annual Budget, Operator shall set the salaries and fringe benefits of
all Hotel Employees.

C. Training of Employees. Operator shall provide training which Owner

deems appropriate for all Hotel Employees. The costs of attending any such meetings or
seminars, including the cost of tourist-class travel, accommodations, and food, shall, subject to
the applicable Annual Budget, be Authorized Expenditures.

D. General Manager. The general manager shall be selected by Operator,

subject to the prior approval of Owner not to be unreasonably withheld. Any contract proposed
to be entered into with any general manager shall be subject to Owner’s prior approval not to be
unreasonably withheld. In addition to salary and fringe benefits, the general manager shall be
entitled (i) to live with his or her spouse and children in the Hotel during a reasonable relocation
period; and (ii) to receive such other maintenance as shall be included in the applicable Annual
Budget. In the event that the general manager shall resign or be terminated, the Operator shall
replace the general manager with a qualified person as soon as reasonably practicable, subject to
the provisions hereof.

E. Employee Conduct. Operator shall require each Hotel Employee (i) to be

at all times (to the greatest extent possible within the scope of his or her duties) clean, neat, well
groomed, well postured, unobtrusive, and dignified, and (ii) to conduct himself or herself at all
times and in all contacts with guests, patrons, other Hotel Employees, and members of the
public, in a friendly, cooperative, helpful, and responsive manner and otherwise in such a way as
to contribute to the comfort and goodwill of the guests and patrons of the Hotel and other Hotel
Employees and to enhance the reputation of the Hotel generally. Operator shall employ its best
efforts to create and maintain among the Hotel Employees a business-like but congenial
atmosphere, a spirit of cooperation and good will, and a sense of pride associated with providing
quality products and services and performing their jobs well.

F. Reimbursement of Employee Related Expenses. Upon expiration or

other termination of this Agreement, Owner will reimburse Operator for reasonable costs and
expenses incurred by Operator with respect to the Hotel if this Agreement expires or is

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KL3 3132388.2
terminated in whole, accrued prior to or arising out of either the transfer or termination of Hotel
employees, including, without limitation, work-related injury claims which may have been
incurred, but have not been received by Operator or, if applicable, Owner, as of the effective date
of transfer, reasonable transfer costs, severance pay, unemployment compensation, costs incurred
pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (as amended, the
“WARN Act”) and other, related liabilities.

Section 5.05 Maintenance. Operator shall (1) maintain the Hotel as a first-class Hotel,
in good condition and repair generally, and (ii) maintain, repair and replace when necessary the
Operating Equipment and the FF&E, to the extent that funds are made available for such
purposes by the Owner.

Section 5.06 Advertising, Promotion and Sales. As part of each Annual Plan and
Annual Budget, Operator shall formulate plans for advertising, public relations, promotional, and
sales programs for the Hotel. Such plans and programs shall be subject to Owner’s approval as
part of the applicable Annual Plan and Annual Budget. Operator shall implement such plans and
programs as are approved by Owner. If Operator proposes to revise any such plans or programs
in any material respect, such change shall be subject to Owner’s approval. Consistent with the
applicable Annual Plan and Annual Budget, Operator may engage one or more advertising
agencies. Operator shall secure bookings for the Hotel through sales and reservations systems of
Operator (or its affiliates), and shall encourage the use of the Hotel by and for travelers,
organizations, groups, meetings, conventions, travel agencies, and other recognized sources of
Hotel business.

Section 5.07 Reservations. Operator shall process all reservations for the Hotel in
accordance with any system used by the Hotel and approved by Owner.

Section 5.08 Emergencies. In the event that any circumstances shall occur which
Operator reasonably and in good faith judges to be an emergency threatening the safety of
persons or property (an “Emergency”), then Operator shall take such action and cause such
things to be done as Operator reasonably and in good faith believes necessary. Operator shall
inform Owner of any and all emergencies as soon as practicable.

Section 5.09 Litigation. Operator shall institute any necessary or desirable legal
actions or proceedings to enforce any agreement affecting the Hotel or to collect charges or other
income of the Hotel or to evict or dispossess non-paying or legally undesirable persons in
possession, provided that Operator shall not institute any such proceedings without the consent
of Owner. Operator shall only use counsel approved by Owner and shall supply Owner with
copies of all pleadings relating to such litigation upon request therefor.

Section 5.10 Complimentary Rooms and Services. Operator shall provide

complimentary rooms at the Hotel to Owner, and its officers, directors, employees, agents, guests
and affiliates, upon request at such times as vacancy permits and at others times in reasonable
amounts and upon reasonable notice. Also, subject to availability and to the applicable Annual
Budget, Operator may provide accommodations and other services at the Hotel for its employees
at substantially reduced rates, as it deems appropriate.

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 Section 5.11 Loan Documents Compliance. Operator shall cause the operation of the
Hotel to comply with all terms, conditions, and obligations contained in the Loan Documents,
and any amendments thereto of which it has notice (provided that Operator shall be under no
obligation to ensure that sufficient funds for payment thereof are generated from Hotel
operations), and any leases or other agreements of which Operator is made aware, executed by
Owner and relating to the Hotel, including but not limited to the Food and Beverage Facilities
Lease as provided in Section 5.16.

Section 5.12 Compliance with Government Rules and Regulations. Operator shall
conduct the business of the Hotel in compliance with all applicable Laws. In the event that
Operator shall have reason to believe that any Laws may be violated on or about the Hotel, then
Operator shall promptly notify Owner.

Section 5.13 Credit and Pricing Policies.

A. Credit Policies. Operator shall establish and implement policies and

procedures for verifying, accepting, limiting, and rejecting, where necessary, the credit of guests
and patrons of the Hotel. In connection with the foregoing, Operator shall make appropriate
arrangements to honor American Express, Visa, Master Card, and such other credit cards as
Operator may reasonably deem desirable.

B. Collection Practices. Operator shall employ its best efforts to collect any
and all credit card charges, checks, travelers’ checks, drafts, and other accounts receivable.
Operator shall employ collection agencies and legal counsel, where appropriate, subject to
Section 5.09 hereof, to pursue such claims.

Section 5.14 (Section Intentionally Deleted)

Section 5.15 Excluded Business Activities. Except as expressly provided herein,

Operator shall have no responsibilities for or with respect to the operation of any area of the
Hotel operated by independent parties under direct contract with Owner. Notwithstanding the
foregoing, Operator shall cooperate fully to facilitate an effective and harmonious interface
between Operator and the providers of other products and services at the Hotel.

Section 5.16 (Section Intentionally Deleted)

Section 5.17 (Section Intentionally Deleted)

Section 5.18 (Section Intentionally Deleted)

Section 5.19 Limitation Upon Obligation. In the event that performance of any of
Operator’s obligations requiring expenditure of Owner’s funds hereunder shall be impeded by
reason of unavailability of such funds, then Operator’s performance of such obligations shall be
excused to the extent so impeded and until such funds become available. Operator’s obligation
also shall be excused to the extent performance would be contrary to express instructions of
Owner.

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 Section 5.20 Limitations on Operator’s Powers. Notwithstanding anything to the
contrary in this Agreement, or in any approved Annual Budget, Operator shall not enter into or
purport to bind Owner in connection with any of the following with respect to the Hotel or the
Real Property, without the express written consent of Owner:

(a) any service agreements, purchase or sale contracts or leases of

personal property which are not budgeted or terminable on sixty (60) days notice or less, or
which provide for payments in the aggregate in excess of $10,000.00 per year;

(b) subject to Section 5.11 hereof, leases of commercial space in

excess of one (1) year in duration and for more than 3,000 square feet without Owner’s prior
approval, unless such lease is terminable without penalty upon notice of sixty (60) days or less;

(c) any expenditure for Capital Improvements over $10,000.00.

ARTICLE VI

COMPENSATION OF OPERATOR

Section 6.01 Compensation.

A. Yearly Compensation. During the term of this Agreement, as

compensation for the services rendered by Operator hereunder, Owner shall pay to Operator for
each Operating Year, or portion thereof, a fee (the “Management Fee”) equal to Three percent
(3.0%) of Gross Revenue for such period.

B. Monthly Payment. Subject to Section 5.11 hereof, at any time on or

before the earlier of (i) the twentieth (20th) day of each month, or (ii) the date of delivery of the
Monthly Operating Statement to be delivered during such month, Operator may make payment
to itself on account of the Management Fee for the previous month, which payment shall be
calculated as the remainder of:

(i) Three percent (3.0%) of Gross Revenue for such portion of

the Operating Year through and including the subject month; less

(ii) The amount previously paid on account of the Management

Fee for such Operating Year.

C. Annual Adjustment. In the event that the total of all payments on

account of the Management Fee for any full operating Year shall be greater or less than the
amount of the Management Fee duly earned for such Operating Year, then an adjustment shall
occur by payment of the difference from one party to the other, as the case may be, within thirty
(30) days following receipt of the results of the applicable annual audit or, if none, following
Operator’s delivery of the Annual Operating Statement.

Section 6.02 Gross Revenue.

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 “Gross Revenue” shall mean all revenues generated, derived, directly or
indirectly, from the Hotel, including rental of guest rooms, conference and banquet rooms, and
the revenue generated from the Food and Beverage Facilities (if managed by Operator), the lease
payments made to the Owner under any Food and Beverage Facility Lease, receipts arising from
the provision of telephone services, revenues generated from the sale of food and beverage
services, and other fees and charges resulting from the operations of the Hotel by Operator in the
ordinary course of business, determined in accordance with Generally Accepted Accounting
Principles, but not including (i) gratuities or service charges or other similar receipts which are to
be paid over to the Hotel Employees or persons occupying similar positions performing similar
duties; (ii) proceeds of insurance or other money or credits received in settlement for loss, theft,
or damage to property relating to or used in the Hotel or for business interruption; (iii) revenues
from the sale of food and beverage services by the Food Service Operator; (iv) excise taxes, sales
taxes, use taxes, bed taxes, admission taxes, tourist taxes, gross receipts taxes, value added taxes,
entertainment taxes, other taxes, or similar charges to governmental authorities; (v) credits or
refunds to guests and patrons, if the transaction originally was included in Gross Revenue;
(vi) receipts arising from the sale of FF&E, operating Equipment, or any capital assets;
(vii) proceeds from any financing or refinancing of the Hotel; (viii) condemnation awards; and
(ix) any reversal of any reserve; and (xi) such other exclusions as may be provided in the
Uniform System of Accounts.

Section 6.03 Accounting Fee. In addition to the Management Fee, Owner shall pay to
Operator for each operating Year, or portion thereof, a fee (the “Accounting Fee”) equal to
$60,000.00 per annum, payable in equal monthly installments of Five thousand dollars
($5,000.00) to be paid concurrently with the monthly payment of the Management Fee, in
consideration for Operator providing ordinary and customary accounting services to Owner in
respect of the Hotel, and such other accounting services as may from time to time be reasonably
requested by Owner.

ARTICLE VII

ANNUAL BUDGET AND ANNUAL PLAN

Section 7.01 (Section Intentionally Deleted).

Section 7.02 Preparation of Annual Budget and Annual Plan. Commencing January
1, 2019, the Operator shall submit to Owner the proposed budget for calendar year 2019 and on
or before November 15 of the year 2019 and each year thereafter during the term hereof a
proposed budget for the next Operating Year. Such proposed budget shall contain a breakdown
on a yearly and monthly basis in a logical fashion of all projected revenues and expenses relating
to operations and maintenance of the Hotel, including, without limitation, from the Food and
Beverage Facilities, if such Facilities are operated by Operator. Each item in the proposed
budget shall be based on the best information then available to Operator and although not a
guaranty, shall constitute Operator’s best efforts to project accurately revenues and expenditures.
Each such proposed budget shall be accompanied by a business plan, setting forth, inter alia, the
marketing, promotion, advertising, personnel and other proposed plans, policies and programs to
be undertaken, and services to be performed by Operator, for the succeeding Operating Year.

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 Section 7.03 Adoption of Annual Budget and Annual Plan. Following submission of
the proposed budget and business plan for the next Operating Year, Owner shall either approve
or reject any such proposed budget and business plan within thirty (30) days after receipt thereof
from Operator, together with any information with respect thereto reasonably requested by
Owner. The parties shall diligently and in good faith attempt to reconcile any disagreements
over a proposed budget and business plan. Provided, however, that notwithstanding anything in
the foregoing to the contrary, no proposed budget or business plan shall be adopted or
implemented unless first approved by Owner. Each approved budget is referred to herein as an
“Annual Budget”, and each approved business plan is referred to herein as an “Annual Plan.” In
the event that the parties do not agree on a budget and business plan for the next Operating Year
by the end of the then current Operating Year, those portions of the Annual Budget and Annual
Plan that are not in dispute shall become effective on January 1 of the following Operating Year
and the matters in dispute may be submitted by either party for resolution in accordance with
Article XVII hereof. During such period of resolution, the prior year’s Annual Plan and Annual
Budget shall govern the items in dispute except that the budgeted expenses provided for such
item(s) in the prior year’s Annual Budget shall be increased by the percentage increase in the
index during such prior Operating Year; provided, however, that if any item in dispute is
submitted for resolution in accordance with Article XVII, the decision reached or issued in
accordance with Article XVII shall control as to such item.

Section 7.04 Adherence to Annual Budget and Annual Plan. Each Annual Budget
and Annual Plan constitutes a major control under which Operator shall operate. Consequently,
Operator shall use its best efforts to not incur expenses or commitments in connection with the
maintenance and operation of the Hotel in excess of the amounts allocated to the various
classifications of expense in the Annual Budget. Operator shall monitor compliance with the
Annual Budget and Annual Plan on a monthly basis. Operator shall seek approval by Owner of
changes to the Annual Budget and Annual Plan if any such change in any expenditure specified
in the Annual Budget and/or Annual Plan exceeds the aggregate amount of such expenditure
provided for in such Annual Budget and/or Plan by more than ten percent (10%) for any budget
category or by more than five percent (5%) in the aggregate for all budget categories. Without
limiting the foregoing, Operator shall exercise its best efforts to maximize revenues and
minimize costs of operating the Hotel.

ARTICLE VIII

ACCOUNTING

Section 8.01 Books and Records. Operator shall establish and operate commercially
reasonable accounting and internal audit control systems, and in connection with the foregoing
Operator shall establish and maintain to the best of its ability, and for the benefit of Owner,
complete, proper, current, and accurate records and books of account reflecting all transactions
of the Hotel and of Operator with respect to the Hotel. Such books and records shall be prepared
on an accrual basis and otherwise in accordance with Generally Accepted Accounting Principles.
Operator shall use its best efforts to store safely such books and records for a minimum of three
years following the operating Year, to which they are applicable, and the Operator shall not
destroy or dispose of the same except by delivery to Owner for further storage or destruction as
Owner may determine. Operator shall make such books and records available during normal

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business hours and at all other reasonable hours at the Hotel, or its home office, for inspection,
copying, and audit at Owner’s expense upon five (5) business-days notice by Owner.

Section 8.02 Monthly and Annual Operating Statements. Commencing with the
calendar month following the Commencement Date and continuing thereafter as to each calendar
month of the term of this Agreement, Operator shall prepare and deliver to Owner by the
twentieth (20th) day after the end of each calendar month the following financial statements and
reports (the “Monthly Operating Statements”) in reasonable detail covering the operations of the
Hotel for such previous month: (i) a balance sheet, (ii) a cash flow report, (iii) a profit and loss
statement, and (iv) any other customary reports reasonably requested by Owner. Within thirty
(30) days following the close of each operating Year, Operator shall prepare and deliver to
Owner an “Annual Operating Statement” for such year, which shall include annual figures for
the same information as is contained in the Monthly Operating Statements, and which need not
be audited by independent accountants.

Section 8.03 Other Reports. Upon request of Owner, from time to time, Operator
shall promptly prepare or cause to be prepared, reports showing aging of the receivables,
schedule of payables, schedules of supplies and inventory, detailed cash flow information, cash
flow projections, occupancy reports, reports on insurance claims, physical condition of the Hotel,
marketing outlook and other matters of interest or other matters or reports required by Lender.
Upon Owner’s request from time to time, the general manager (or other representatives of
Operator as requested by Owner) shall meet with Owner (or its agents) at the Hotel and discuss
the operations of the Hotel. The reasonable costs of compliance with this Section shall be
Authorized Expenditures.

Section 8.04 Annual Audit. Operator, at the expense of Owner, shall cause to be
prepared and furnished to Owner promptly after the close of each fiscal year a balance sheet
dated as of the end of such fiscal year, together with related statements of income or loss and
changes in financial position for the fiscal year. The books and records, if requested by Owner,
shall be audited by the independent public accountants for Owner who shall render their opinion
on the aforesaid fiscal year-end financial statements. Operator shall cooperate fully with such
auditors and shall make available to them any and all information that Operator has available to
it concerning the Hotel. Owner shall deliver to Operator copies of all financial reports regarding
the Hotel promptly after they are received from such auditors. Any adjustments to the
Management Fee required because of the results of such audit shall be made pursuant to
Section 6.01 hereof.

Section 8.05 Survival Following End of Term. Owner’s and Operator’s obligations
under this Article VIII shall continue as to the accounting periods occurring within the term
hereof notwithstanding that such performance may be due following the end of such term.

ARTICLE IX

UTILIZATION OF INCOME AND CAPITAL

Section 9.01 Bank Accounts. Owner and/or Operator shall establish one or more bank
accounts for the Hotel with Wells Fargo Bank (or such other commercial bank that Owner shall

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direct) in the name of Owner or in the name of Operator as agent for Owner, including an
operating account (the “Operating Account”), which accounts may be drawn upon by authorized
signatories of either Operator or Owner, subject to the limitations set forth in this Section.
Operator shall deposit into the Operating Account as and when received all items of income and
revenues derived from operation of the Hotel. All of such funds, whether or not deposited into
such accounts, shall be solely the property of Owner. Subject to revocation at any time at the
sole discretion of Owner, Owner may authorize Operator from time to time to withdraw funds
from said accounts during the term hereof on its signature alone for any purpose authorized
hereunder.

Section 9.02 Payment of Costs and Expenses.

A. Authorized Expenditures. Operator shall expend no funds of Owner and

incur no expenses for reimbursement or payment from such funds hereunder other than for such
items and in such amounts as shall be deemed necessary or advisable by Operator in accordance
with its reasonable business judgment and in accordance with the Annual Plan and Annual
Budget. Expenses permitted under this Subsection may be referred to herein as “Authorized
Expenditures.”

Section 9.03 Working Capital. In the event that the cash requirements of operation of
the Hotel shall exceed available funds, then Operator shall notify Owner, specifying with
particularity the expenditures paid during the preceding thirty (30) days and the anticipated
expenditures required to be paid within the following thirty (30) days, and requesting additional
funds for working capital as Operator shall reasonably deem necessary. Owner and Operator
shall thereafter consult regarding additional working capital for the operation of the Hotel. If
Owner fails to provide working capital for the operation of the Hotel, Operator shall be excused
from performance of obligations requiring an expenditure of Owner’s funds to the extent
provided in Section 5.19 above.

Section 9.04 Payment of Owner. With the delivery of Monthly Operating Statements
pursuant to Section 8.02, and without intending in any manner to restrict Owner in the use of
funds on deposit in Operating Account, Operator shall remit to Owner the monthly positive cash
flow from the Hotel, if any, less any amount required to restore working capital to the level
established by Operator. If for any month the results of operations create or result in an ongoing
deficit in working capital, then Operator may deposit such cash flow into the Operating Account,
or request additional funds in accordance with Section 9.03 hereof.

ARTICLE X

CAPITAL IMPROVEMENTS

Section 10.01 Expenditures for Capital Improvements. To the extent funds are
available from the operation of the Hotel, or are otherwise made available by Owner, and subject
to Section 5.20 above, Operator shall make such Capital Improvements and replacements or
renewals of or additions to the FF&E in accordance with the Annual Budget and Annual Plan, on
a line-item basis, or otherwise as may be agreed to by Owner. All such replacements and

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additions, shall, upon purchase, be the property of the Owner without further act or deed on the
part of any person or entity.

ARTICLE XI

INSURANCE

Section 11.01 Insurance to be Maintained by Operator. Operator shall obtain and

maintain through the term hereof, at the expense of Owner, such insurance as may be requested
by Owner or required by Lender, including general commercial liability, fire, workers
compensation, liquor liability, arid extended coverage insurance, with such coverages and
insurers as are satisfactory to Owner; provided, however, that Owner shall have the option to
obtain any such insurance for any reason and at any time during the term hereof and shall notify
Operator thereof if it elects to do so.

Section 11.02 Insurance. Operator shall be an additional named insured party to

liability insurance policies obtained by Owner.

Section 11.03 Endorsements. Each policy of liability insurance required under this
Article XI shall: (i) name Operator and Owner as primary and additional insured, as the case
may be, and such other parties as additional insureds as Owner is required to add pursuant to the
Loan Documents; and (ii) contain or incorporate a provision or endorsement that such policy
may not be canceled or materially changed without at least thirty (30) days’ prior written notice
to the additional insureds.

Section 11.04 Waiver of Subrogation. Notwithstanding any other provision contained

herein to the contrary, Owner and Operator hereby waive any right each may have against the
other on account of any loss or damage occasioned to either of them by the other, provided that
such waivers shall be effective only if and to the extent such loss or damage is reimbursed to the
waiving party pursuant to insurance required to be maintained under this Article. In the same
event and to the same extent, the parties each and on behalf of their respective insurance
companies waive any right of subrogation that they may have against the Operator or Owner, as
the case may be. The foregoing waivers shall be operative as to each policy only if available
without invalidating such policy.

Section 11.05 Investigations of Claims and Reports. Operator shall promptly

investigate and, as soon as reasonably practicable, deliver to Owner a full written report as to all
accidents and claims for losses or damages relating to the Ownership, operation, or maintenance
of the Hotel. Operator also shall prepare any and all other reports required by any insurance
company in connection therewith, subject to prior written approval of Owner.

Section 11.06 Payment of Premiums. Operator shall pay the premiums of all insurance
required under this Article XI.

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 ARTICLE XII

TERMINATION

Section 12.01 Termination.

A. By Either Party. Either party may terminate this Agreement by thirty

(30) days prior written notice to the other upon the occurrence of any of the following events,
provided, however, that Operator agrees not to exercise its right to terminate hereunder for any
reason without giving at least thirty (30) days’ prior written notice to Lender in order that Lender
can exercise its rights with respect to this Agreement.

1. General Covenants. Failure of the other party to observe and

perform any provision of this Agreement to be observed or performed by such party, where such
failure continues for fifteen (15) days after written notice thereof from the other party
(unless, under the express provisions of this Agreement, no cure period shall be applicable);
provided however, that if the nature of such default is such that it cannot reasonably be cured
within such fifteen (15) day period, then such cure period shall be extended for a period of no
more than sixty (60) additional days if such defaulting party shall within such fifteen (15) day
period commence to cure and thereafter diligently prosecute such cure to completion.

2. Bankruptcy. The making by the other party of a general

assignment for the benefit of creditors; the filing by the other party of a voluntary petition in
bankruptcy or for reorganization or arrangement under any law relating to bankruptcy or for
relief of debtors; the seeking by such other party of appointment of a trustee or receiver to take
possession of substantially all of its assets or the Hotel; the failure of such other party to obtain
within thirty (30) days the discharge, release, or stay of any involuntary petition in bankruptcy or
for reorganization, appointment of such a receiver, or the attachment, execution or other judicial
seizure of substantially all such party’s assets or the Hotel.

3. Condemnation or Destruction. The permanent taking by lawful

condemnation of the Hotel which renders it not capable of being profitable, or Owner’s
determining not to rebuild following the destruction of a substantial portion of the Hotel.

B. By Owner. Owner shall have the right to terminate this Agreement, on or

before the effective date of termination, at any time in the event of fraud or other deliberate and
willful misconduct committed by Operator, provided that the conduct complained of was taken
under instruction from, or with prior knowledge of, senior management of Operator and was
without the prior knowledge of Owner or any of its general partners or lenders, or in the event of
default on the Mortgage Loan caused by Operator, following any period of notice and
opportunity to cure that may be applicable without such cure being effected. For purposes of the
foregoing “senior management” means any officer holding the title of Chief Executive Officer,
President, Senior Vice President, Chief Financial Officer. Subject to Section 4.01 hereof, in no
event shall Owner have the right to terminate this Agreement because of an act or failure to act
by Operator taken or omitted by Operator by reason of a shortage or unavailability of funds from
operations of the Hotel. Owner and Operator agree that the Agreement may be terminated in any
case where such termination is (i) required pursuant to any loan document related to mortgage

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financing for the Hotel and/or the Real Property. Owner shall have the right to terminate this
agreement upon sale or transfer of the Hotel or in the event of any occurrence discussed herein
by providing Operator with 60-day written notice of Owner’s desire to terminate the Agreement.

C. By Operator. Operator has the right to terminate this Agreement in the

event Owner fails to keep, observe, or perform any material covenant, agreement, term or
provision of this Agreement to be kept, observed, or performed by Owner, and such default shall
continue for a period of Thirty (30) days after written notice thereof by Operator to Owner, or
Fifteen (15) days after such written notice in the case of Owner’s failure to provide funds thus
impeding Operator’s performance, or any other licenses or permits necessary for the operation of
the Hotel, are at any time suspended, terminated or revoked and such suspension, termination or
revocation shall continue unstayed and in effect for a period of Thirty (30) consecutive days, by
sending sixty (60) days’ prior written notice to Owner. If Owner repeatedly fails to provide
working capital, which Operator reasonably deems necessary in order to operate the Hotel in
accordance with the applicable Annual Budget and Annual Plan, within thirty (30) days after
request therefor in accordance with Section 9.03, Operator may terminate this Agreement upon
sixty (60) days’ prior written notice to Owner. Operator agrees that in no event shall Owner
have any liability to Operator as a result of any failure by Owner to provide working capital to
the Hotel as aforesaid.

Section 12.02 Rights and Obligations Following Termination. In addition to the

rights and remedies otherwise available to the parties at law or in equity, the following
provisions shall pertain following termination pursuant to this Article XII:

A. Operator shall quit, vacate, surrender, and deliver to Owner peacefully and
promptly the Hotel and shall execute all documents and instruments reasonably necessary to
transfer (if transferable) to Owner all licenses and governmental permits held by Operator
necessary to operate the Hotel and, (at Owner’s expense) copies of all books and records,
including, without limitation, all computer disks and software, pertaining to the Hotel and the
operation thereof;

B. Operator shall do all acts and execute and deliver all documents
reasonably requested by Owner to insure or facilitate orderly continuation of the business of the
Hotel, provided that Operator’s liabilities to Owner or third parties are not increased thereby;

C. Owner shall make sufficient information available to Operator from which

Operator shall prepare (i) a Monthly Operating Statement for the final month of the term hereof
within thirty (30) days after the close of such month and (ii) an Annual Operating Statement for
so much of the final Operating Year as shall have occurred through such month within fifteen
(15) days following the date upon which the final Monthly Operating Statement shall be due;

D. Operator shall assign to Owner or its nominee, and Owner and its nominee
shall assume, if any, any interest which Operator may have or claim in and to the bank accounts
established for the benefit of the Hotel.

E. Operator shall assign to Owner or its nominee, and Owner and its
nominee, if any, shall assume, all leases and concession agreements in effect with respect to the

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Hotel then in Operator’s name, except for blanket concessions affecting other managed hotels, if
any.

F. Owner shall have the right to continue to use the general telephone
number for the Hotel.

G. Operator shall deliver to Owner or as Owner may direct, to Owner’s

designee, all keys to the safe deposit boxes in the Hotel, all receipts and agreements relating to
such safe deposit boxes and a complete list of such safe deposit boxes which list shall contain the
name and room number of each depositor. One day prior to the termination date, Operator will
send written notice to guests at the Hotel who have safe deposit boxes advising of the change of
Hotel management and requesting the removal and verification of the contents thereof before the
expiration or termination date. All such removals shall be under the supervision of a
representative of Operator and Owner.

H. All books and records for the Hotel maintained by Operator pursuant to
Article VIII including Hotel guest data and any employee data, pay roll information (including,
to the extent reasonable and consistent with manager’s standard practices and industry standards,
termination-related employee expenses, including payments of accrued and earned sick and
vacation time, pension, bonus and other termination payments due to employees) and
pre-booking information and other reservation related confirmations shall be turned over to
Owner so as to ensure the orderly continuance of the operation of the Hotel.

I. Operator shall deliver to Owner a current inventory of all assets of the

Hotel, including FF&E and consumable inventory, and all keys, locks and safe combinations.

J. Operator shall provide reasonable cooperation and assistance to Owner in

facilitating the orderly transfer of Owner’s records and data contained in any software that
contains any Operator proprietary information (which Operator shall have the right to make
copies of), to the extent necessary for an orderly transition of management functions, including
(a) providing both a hard copy and an electronic copy of all information relating to the Hotel for
the period through the termination of this Agreement, (b) cooperating with Owner in the retrieval
of such data and the adaptation thereof to the software and operating systems of Owner or any
successor operator, and otherwise making such data available to Owner and any successor
operator in a conveniently useable form, all of which shall be at Owner’s sole expense.

K. For a period of thirty (30) days following the expiration or termination of

this Agreement, Operator shall reasonably consult with Owner at Owner’s request and subject to
Operator’s reasonable availability, with respect to Hotel operations and the transition to new
management, to the extent Operator continues to exist and some of Operator’s senior corporate
executives remain employees of Operator following the expiration or termination of this
Agreement.

L. In the event Owner elects or is required to close the Hotel, Operator shall
be responsible for compliance with the WARN Act, but Owner shall reimburse Manager for any
penalties, fines or expenses caused by the fault of Owner. Owner shall not reimburse Operator
for penalties, fines, or expenses caused by Operator’s failure to comply with WARN Act

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requirements through the fault of Operator. This subsection L shall survive the expiration or
termination of this Agreement.

M. The rights and liabilities of the parties having accrued prior to the
termination shall continue, and

N. All provisions hereof identified herein as surviving such termination shall

survive, for such express periods of time specified herein.

ARTICLE XIII

ASSIGNMENTS

Section 13.01 Assignment to Affiliate of Operator. Subject to the prior written consent
of Owner, Operator may assign its rights, interests, and obligations hereunder to any subsidiary
of Operator, or to any corporation with which it merges or is consolidated, provided that Owner
will not unreasonably withhold its consent in any such case where such transferee shall have, in
the reasonable judgment of Owner, expertise, personnel, years of experience and other resources
sufficient to assume the duties of Operator hereunder no less favorably than Operator has
performed the same.

Section 13.02 Other Assignments by Operator. Except as provided in Section 13.01.,

Operator shall not assign or otherwise transfer its rights or obligations hereunder without the
prior written consent of Owner, in its sole discretion.

Section 13.03 Assignment by Owner. Owner may assign its rights, interests and
obligations hereunder at any time, without the consent of Operator.

ARTICLE XIV

MISCELLANEOUS

Section 14.01 Notices. All notices required or permitted to be given hereunder shall be
in writing and may be delivered (i) personally or (ii) by Federal Express or other reputable
oversight courier service regularly providing evidence of delivery. Any notice given personally
or by courier service shall be deemed to have been given on the date delivered (whether accepted
or refused) as evidenced by the return receipt or other evidence of delivery. Notices given
hereunder shall be addressed as follows (or at such other place as either Operator or Owner may
designate in a written notice given in accordance herewith):

If to Owner: NINE ORCHARD MASTER TENANT, LLC

c/o Peak Management Services, LLC

Attention: Neal Peskind

If to Operator: TWO BRIDGES HOTEL MANAGEMENT, LLC

c/o BetaWest, Ltd.

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 Attention: Mike Mullen

or at such other place as either Operator or Owner may designate in a written notice given in
accordance herewith.

Section 14.02 Inspection of Hotel. Owner and its agents, employees, consultants, and
designees may go anywhere in the Hotel for the purposes of (i) inspecting the Hotel,
(ii) inspecting the performance by Operator of terms and conditions hereof, (iii) showing the
Hotel to prospective purchasers, lessees, mortgagees, franchisers, or managers, or (iv) any other
lawful purpose. Operator shall facilitate the access permitted under this Section upon request.

Section 14.03 Attorneys’ Fees. Should either party commence any action against the
other to enforce any obligation hereunder, the prevailing party shall be entitled to recover from
the other its costs and reasonable attorneys’ fees.

Section 14.04 Waiver. No waiver of any default or breach of any covenant by either
party hereunder shall be implied from any omission by either party to take action on account of
such default or breach. Any express waiver must be in writing and signed by Operator or
Owner. An express waiver shall affect only the default specified in such waiver, and only for the
time and to the extent expressly stated. Waivers by either party of any covenant, term, or
condition contained herein shall not be construed as to waive any subsequent breach of the same
covenant, term, or condition. The consent or approval by either party to or of any act by the
other party shall not be deemed to waive or render unnecessary such consent or approval to or of
any subsequent similar acts.

Section 14.05 Binding Effect. Subject to compliance with Article XIII (relating to
assignments), this Agreement shall be binding upon and inure to the benefit of each of the
parties, its successors, and permitted assignees.

Section 14.06 Severability. If any provision of this Agreement or application thereof to

any person or circumstances shall to any extent be invalid, the remainder of this Agreement
(including the application of such provision to persons or circumstances other than those as to
whom or which it is invalid) shall not be affected thereby, and each provision of this Agreement
shall be valid and enforced to the fullest extent permitted by Law.

Section 14.07 Captions. The caption of the Articles, Sections, and other provisions
hereof are for convenience only and are not a part of this Agreement and do not in any way limit
or amplify the terms and provisions of this Agreement.

Section 14.08 Integration. This Agreement contains all of the terms, covenants,
conditions, warranties, and agreements of the parties relating in any manner to the operation of
the Hotel from and after the date hereof, and no prior agreement or understanding pertaining to
the same shall be valid or of any force or effect.

Section 14.09 Amendments. The terms, covenants, conditions, and provisions of this
Agreement cannot be modified or added to except in writing signed by parties hereto.

20
KL3 3132388.2
 Section 14.10 Time. Time is of the essence hereof.

Section 14.11 Limitation of Liability. Owner’s liability hereunder to Operator is

limited to its interest in the Hotel. No real, personal, or mixed property of Owner wherever
situated other than the Hotel shall be subject to levy or attachment on any judgment obtained
against Owner arising here from or with respect hereto.

Section 14.12 No Third Party Beneficiary. No persons or entities other than Owner,
Operator, Lender, and their permitted successors and assigns, shall have any rights hereunder or
with regard hereto.

Section 14.13 Subordination to Loan Documents. This Agreement and the rights of
the parties hereunder shall be subordinate and subject to the Loan Documents.

Section 14.14 Estoppel Certificates. Within ten (10) days after request by Owner,
Operator agrees to complete, execute and deliver to Owner or any party or parties designated by
Owner, a statement in writing certifying: (i) that this Agreement is unmodified and in full force
and effect (or if there have been modifications, that the same are in full force and effect as
modified and identifying the modifications); (ii) the dates to which Management Fees hereunder
have been paid; (iii) that, to the best of Operator’s knowledge, Owner is not in default under any
provisions of this Agreement, if such is the case, and, if not, identifying all defaults with
particularity; and (iv) any other matters relating to this Agreement which are reasonably
requested by Owner. Any purchaser of, or lender to, the Hotel, or any interest therein, shall be
entitled to rely on such statement. If any such statement is not executed and delivered within the
aforesaid ten (10) day period, such failure shall constitute an immediate event of default
hereunder, entitling Owner to pursue any and all remedies it may have hereunder, at law or in
equity, including, without limitation, termination of this Agreement and/or collection of
damages, including consequential damages, arising by reason of such default.

Section 14.15 (Section Intentionally Deleted)

Section 14.16 (Section Intentionally Deleted)

Section 14.17 Governing Law. This Agreement shall be construed in accordance with
and shall be governed by the laws of the State of New York.

ARTICLE XV

LIQUOR LICENSES

Section 15.01 Maintenance of Liquor Licenses. Either Operator or the Food Service
Operator (at Owner’s expense or both) will obtain and keep in full force and effect during the
term of this Agreement, all licenses and permits which are required by any governmental entity,
or agency thereof, and which are reasonably necessary for the provision of food and beverage
services at the Hotel. The taxes related to such licenses and permits for the provision of food and
beverage services shall, subject to the Annual Budget, be Authorized Expenditures under this
Agreement. Operator shall cause the Hotel to be managed and operated in such a manner so as

21
KL3 3132388.2
not to cause any revocation or other adverse consequence with respect to any such licenses or
permits. Operator further shall take such action as may be necessary to comply with any and all
laws related to the provision of food and beverage services at the Hotel, except to the extent that
Operator is excused therefrom pursuant to Section 5.16 above.

Section 15.02 Transfer to Lender. Operator and Owner agree to expeditiously execute,
acknowledge and deliver any and all documents and instruments and take any other action
required by any governmental authority or reasonably requested to transfer said licenses and
permits, to the extent transferable under applicable law, to Lender upon the occurrence of any
event giving rise to the right of such party to acquire said licenses and permits.

ARTICLE XVI

INTENTIONALLY DELETED

ARTICLE XVII

DISPUTE RESOLUTION

Section 17.01 Mediation. The parties shall attempt to resolve any dispute that may arise
in connection with this Agreement through a process of mediation administered by a mediation
service provider mutually agreed upon by the parties (the “Mediation Service Provider”). If, at
the time such a dispute arises, the parties cannot agree upon a Mediation Service Provider, the
Mediation Service Provider shall be appointed by the American Arbitration Association. The
parties shall attempt to settle the dispute by participating in at least ten (10) hours of mediation at
the offices of the Mediation Service Provider. The complaining party must notify the other party
that a dispute exists and then contact the Mediation Service Provider to schedule the mediation
conference. A designated individual mediator will then be selected in accordance with the rules
of the Mediation Service Provider to conduct the mediation; provided that such mediator must
have experience in the hospitality industry and must not have any conflict of interest. The
mediation will be a nonbinding conference between the Parties conducted in accordance with the
applicable rules and procedures of the Mediation Service Provider. Neither Party may initiate
litigation or arbitration proceedings with respect to any dispute until the mediation of such
dispute is complete with the sole exception of seeking emergency relief from a court of
competent jurisdiction, as described below. Any mediation will be considered complete: (i) if
the parties enter into an agreement to resolve the dispute; (ii) with respect to the party submitting
the dispute to mediation, if the other party fails to appear at or participate in a reasonably
scheduled mediation conference; or (iii) if the dispute is not resolved within five (5) days after
the mediation is commenced, provided the parties have participated in at least 10 hours of
mediation, as provided above.

Section 17.02 Arbitration. If any dispute remains between the parties after the
mediation is complete, then either party may require that the dispute be submitted to final and
binding arbitration (without appeal or review) in the county in which the Hotel is located,
administered by an independent arbitration tribunal pursuant to the expedited procedures of the
Commercial Arbitration Rules of the American Arbitration Association (the “Arbitration
Tribunal”). The parties acknowledge that such procedures include reasonable opportunities for

22
KL3 3132388.2
factual discovery by each party, as determined by the Arbitration Tribunal. Notwithstanding the
foregoing, the Arbitration Tribunal’s decision on any matter submitted for arbitration (excluding
matters involving the interpretation of any provisions in this Agreement) shall be based upon
what is commonly referred to as the “baseball arbitration” approach, whereby the Arbitration
Tribunal may only decide in favor of the position presented by either Owner or Operator, and
may not make a ruling/determination other than in favor of one of the two positions presented. If
more than one issue shall be submitted to the same Arbitration Tribunal for resolution, each such
issue shall be deemed a separate arbitration for all purposes hereof, such issues to be identified
separately by the parties in their submission to arbitration, and each such issue shall be subject to
a separate decision by the Arbitration Tribunal. Notwithstanding the foregoing, all disputes
which involve an amount less than $100,000 shall be submitted to an Arbitration Tribunal
consisting of one arbitrator mutually selected by Owner and Operator. If Owner and Operator
are unable to mutually agree upon an arbitrator, the arbitrator shall be appointed by the American
Arbitration Association.

Section 17.03 Arbitrators. All arbitrators appointed to the Arbitration Tribunal

hereunder shall be persons having not less than ten (10) years’ experience in the area of expertise
on which the dispute is based ,(e.g. with respect to operational matters, experience in the
management and operation of hotels of generally the same class and category as the Hotel, or,
with respect to financial matters, experience in the financial or economic evaluation or appraisal
of such first-class hotels).

Section 17.04 Fees and Costs. The parties agree to share equally the fees, costs and
expenses of the Arbitration Tribunal and the arbitrators selected or appointed in accordance
therewith; provided, however, the prevailing party in any arbitration, suit or other action arising
out of or related to this Agreement shall be entitled to recover from the other party all reasonable
fees, costs and expenses incurred by the prevailing party in connection with the arbitration, suit
or other action, including reasonable judicial and extra-judicial attorneys’ fees, expenses and
disbursements and fees, costs and expenses relating to any mediation, arbitration or appeal.

Section 17.05 Commencement. Any litigation (permitted herein) or arbitration of a

dispute must be initiated within one (1) year from the date on which either party first gave
written notice to the other of the existence of the dispute, and any party who fails to commence
litigation or arbitration within such one-year period shall be deemed to have waived any of its
affirmative rights and claims in connection with the dispute and shall be barred from asserting
such rights and claims at any time thereafter. An arbitration shall be deemed commenced by a
party when the party sends a notice to the other party, identifying the dispute and requesting
arbitration. Litigation shall be deemed commenced by a party when the party serves a complaint
on the other party with respect to the dispute.

Section 17.06 Arbitration Tribunal Awards. THE ARBITRATION TRIBUNAL

SHALL HAVE NO AUTHORITY TO AWARD ANY PUNITIVE, EXEMPLARY, OR
TREBLE DAMAGES OR TO VARY OR IGNORE THE TERMS OF THIS AGREEMENT,
AND SHALL BE BOUND BY CONTROLLING LAW. THE PARTIES ACKNOWLEDGE
THAT IN THE EVENT OF A CONFLICT BETWEEN ANY STATUTORY DAMAGES AND
THE WAIVER OF PUNITIVE, EXEMPLARY OR TREBLE DAMAGES CONTAINED
HEREIN, THE WAIVER SHALL IN ALL INSTANCES PREVAIL. ALL PROCEEDINGS,

23
KL3 3132388.2
AWARDS AND DECISIONS UNDER ANY MEDIATION OR ARBITRATION
PROCEEDING SHALL BE STRICTLY PRIVATE AND CONFIDENTIAL.

Section 17.07 Litigation. Notwithstanding anything in this Article XVII to the contrary,
the parties shall have the right to commence litigation or other legal proceedings with respect to
any claims solely relating to: (i) emergency or injunctive relief, or (ii) enforcement of the
dispute resolution provisions of this Agreement and/or any arbitration award.

Section 17.08 Survival and Severance. The provisions of this Article XVII are
severable from the other provisions of this Agreement and shall survive and not be merged into
any termination or expiration of this Agreement or any judgment or award entered in connection
with any dispute, regardless of whether such dispute arises before or after termination or
expiration of this Agreement, and regardless of whether the related mediation, arbitration or
litigation proceedings occur before or after termination or expiration of this Agreement. If any
part of this Article XVII is held to be unenforceable, it shall be severed and shall not affect either
the duties to mediate or arbitrate or any other part of this Article XVII.

24
KL3 3132388.2
 EXHIBIT E
Baker Tilly NMTC Certification
 

Baker Tilly Virchow Krause, LLP

205 North Michigan Avenue
Chicago, IL 60601-5927
tel 312 729 8000
fax 312 729 8199
bakertilly.com

August 4, 2017

To: DLJ Real Estate Capital Partners

1123 Broadway Avenue, New York, NY 10010

From: Baker Tilly Virchow Krause LLP

Re: New Market Tax Credit Qualifying Census Tract

Good day:

Baker Tilly Virchow Krause, LLP (“Baker Tilly”), is pleased to assist DLJ Real Estate Capital Partners (the
“Company”), with the preparation of this report, which is intended to summarize: (i) the requirements for a
property to qualify under the primary criteria as a severely distressed low-income community under the
New Market Tax Credit (“NMTC”) program; and (ii) determine whether the Company’s project location
currently qualifies under any of the four primary criteria as a severely distressed low-income community
under the NMTC program.

Low Income Community Requirements

NMTC is governed by §§ 45D of the Internal Revenue Code (I.R.C.) of 1986, as amended (the “Code”).
Under §§ 45D(e)(1) a “low-income community” is defined to be any population census tract if (A) the
poverty rate for such tract is at least 20 percent, or (B): (i) in the case of a tract not located within a
metropolitan area, the median family income for such tract does not exceed 80 percent of the statewide
median family income, or (ii) in the case of a tract located within a metropolitan area, the median family
income for such tract does not exceed 80 percent of the greater of statewide median family income or the
metropolitan area median family income. Subparagraph (B) shall be applied using possession-wide
median family income in the case of census tracts located within a possession of the United States.

The governance of the program is overseen by the Community Development Financial Institution Fund
(“CDFI Fund”) which is part of the United States Department of the Treasury. The CDFI Fund currently
utilizes data from the 2010 Census and 2006-2010 American Community Survey to determine low-
income community eligibility requirements under §§ 45D(e)(1) of the Code.

Severely Distressed Requirements

To target areas of even greater distress, the CDFI Fund established four primary criteria to designate a
project location as “severely distressed”. The four primary criteria are:

(i) Census tracts with a poverty rate of 30% or greater;

(ii) Census tracts that (a) if located within a non-Metropolitan Area, have a median family income that
does not exceed 60 percent of statewide median family income; or (b) if located within a Metropolitan
Area, have a median family income that does not exceed 60 percent of the greater of statewide median
family income or the Metropolitan Area median family income;

 
DJL – Distress Report 2

August 04, 2017

(iii) Census tracts with an unemployment rate 1.5 times the national average or greater;

(iv) Census tracts that are located a county not contained within a Metropolitan Statistical Area (MSA) (i.e.
Non-Metropolitan Counties), as defined pursuant to 44 U.S.C. 3504(e) and 31 U.S.C. 104(d) and
Executive order 10253 (3 C.F.R. Part 1949-1953 Comp., p.758), as amended, with respect to the 2010
Census and as made available by the CDFI Fund.

Project Location

The Company has represented that the project is located at 9 Orchard Street, New York, NY, 10002
(“Project Site”). Based on the CDFI Fund’s Information Mapping System V. 3 (CIMS3), the Project Site is
located in census tract #36061001600 as shown in the attached NMTC Geocoder Report (Exhibit A).

Severely Distressed Determination

Utilizing the CDFI Fund’s CIMS3 mapping system, the Project Site meets the following criteria under the
NMTC program guidelines:

Severely Distress Criteria Project Site Source Document/ Meet or Exceed

Calculation Formula Severely Distress
Criteria
A poverty rate is 30 percent or 30.30% CIMS3 Yes – Greater than
greater 30%

B median family income does not 35.42% CIMS3 Yes – less than 60%
exceed 60 percent of the greater
of statewide median family
income or the Metropolitan Area
median family income;

C unemployment rate of 1.5 times 1.15x CIMS3 No – less than 1.50

the national average or greater

D Census Tract located in a non- No CIMS3 No – located within

metropolitan county a MSA

Qualify as Severely Distress? Yes Project Site meets at Project Site has
least one of four over 30% poverty
criteria rate and under 60%
median family
income.

As shown in the above table, the Project Site is severely distressed as the Project Site is located in a
census tract that has over 30% poverty rate and under 60% median family income.
 
DJL – Distress Report 3

August 04, 2017

Assumptions and Limitations

The report assumes the address provided by the Company is accurate and relies upon the CDFI Fund’s
CIMS3 mapping system to substantiate the distress criteria. Baker Tilly is not responsible for any future
changes to the mapping system nor any future changes to the distress criteria requirements under the
NMTC program.  

Sincerely,

Baker Tilly Virchow Krause, LLP

DJL – Distress Report 4

August 04, 2017

EXHIBIT A

9 Orchard Street, New York, NY, 10002  

 EXHIBIT F
Historic Preservation Certification
 Landmarks Preservation Commission
October 13, 2009, Designation List 419
LP-2363

S. JARMULOWSKY BANK BUILDING, 54 Canal Street (aka 54-58 Canal Street, 5-9 Orchard Street),
Borough of Manhattan. Built 1911-12; Rouse & Goldstone, architects.

Landmark Site: Borough of Manhattan Tax Map Block 294, Lot 8.

On June 23, 2009, the Landmarks Preservation Commission held a public hearing on the proposed
designation of the S. Jarmulowsky Bank Building (Item No. 17). The hearing had been duly advertised in
accordance with the provisions of law. Five witnesses spoke in favor of the building’s designation, including a
representative of Council Member Alan J. Gerson; Joyce Mendelsohn, author of The Lower East Side Remembered
and Revisited; and representatives of the Bowery Alliance of Neighbors, the Historic Districts Council, and the
Museum at Eldridge Street. Two representatives of the building’s owner also testified, stating that the owner had no
objection to its designation.

Summary
Called “the first strictly high-class tall bank and office
building” on the Lower East Side, with a design “equal in
every respect [to] the highest grade banking buildings
throughout the city,” the S. Jarmulowsky Bank Building was
completed in 1912 as the architectural showpiece of one of the
neighborhood’s most prominent bankers. Born in 1841 in what
was then the Russian province of Lomza, its owner, Sender
Jarmulowsky, established his business on the Lower East Side
in 1873 and was operating at this location by 1878. Known for
his honesty and conservative financial approach, Jarmulowsky
grew wealthy over the following three decades providing
steamship tickets and banking services to the immigrants of
the surrounding neighborhood, which was unrivaled as the
world’s largest Jewish community. He was also one of the
Lower East Side’s leading philanthropists, playing an
instrumental role in the construction of the Eldridge Street
Synagogue, and serving as its first president.
In 1911, the firm of Rouse & Goldstone filed plans for
this twelve-story building, which towered over the tenements
of the Lower East Side when it was completed the following
year. A pioneer in introducing the prevailing skyscraper
aesthetic of New York’s major office districts to the
neighborhood, the S. Jarmulowsky Bank Building was
executed in the “modern Renaissance style” and the tripartite
configuration that was standard for tall buildings of the time.
Accessed through a classical corner entrance, Jarmulowsky’s
banking hall and offices were housed in the building’s
rusticated stone base; manufacturing lofts occupied the rest of the building, including its ornate terra-cotta
crown. Sender Jarmulowsky died shortly after the building’s opening, and his bank failed in 1917. The
building was then sold by his sons, and continued to house a variety of industrial tenants into the twenty-
first century. Today, the richly decorated S. Jarmulowsky Bank Building remains one of the area’s tallest
and most distinctive buildings, and one of a handful of structures that “encapsulate the Jewish immigrant
experience” on the Lower East Side.
 DESCRIPTION AND ANALYSIS

Manhattan’s Lower East Side1

The Lower East Side of Manhattan is one of New York’s, and the country’s, most storied
neighborhoods. Historically defined as the area east of Broadway, extending from the vicinity of the
Brooklyn Bridge north to 14th Street, its name is synonymous with the American immigrant experience.
Although immigrants from around the world, from East Asia to Western Europe, have settled on the
Lower East Side since the mid-nineteenth century, the neighborhood is most strongly associated with
Jewish history and culture: from the 1880s to the 1920s, it was the country’s center of Jewish life and “the
single largest Jewish community in the world, unrivaled … in terms of the sheer number of Jews who
lived in close proximity to each other.”2 The historic core of this community was present-day Straus
Square, located at the intersection of Canal Street, Essex Street, and East Broadway, just east of the
skyscraper constructed by Sender Jarmulowsky for his bank.3
Prior to the arrival of European fur traders and the Dutch West India Company, the
neighborhood, like much of the Metropolitan Region, was populated by bands of Lenape Indians, who
had an encampment in what would come to be known as Corlears Hook on the Lower East Side. Under
the Dutch, the Lower East Side was divided into several large farms that were worked by slaves. By the
mid-1700s, with New York under British control, the 300-acre farm located roughly between present-day
Division and Rivington Streets was owned by James DeLancey, who served as Chief Justice, Lieutenant
Governor, and Governor of New York Province. (His slave, Othello, was hanged as a conspirator
following the slave uprising of 1741.) Upon DeLancey’s death in 1760, his son, also named James,
inherited his property; the land was soon surveyed into blocks and lots, and Stanton, Delancey, Grand,
and Rivington Streets were laid out. A British Loyalist, DeLancey left New York for good in 1775, and
after the Revolutionary War, his lands, like those of other Loyalists, were confiscated and sold off by the
State. The S. Jarmulowsky Bank Building stands on property that was once part of the DeLancey farm, at
the southwestern corner of Orchard Street—named for the DeLanceys’ “magnificent orchard”—and
Canal Street, named for a canal constructed in the early nineteenth century to drain the fetid Collect Pond
just north of City Hall.4
Commercial buildings and residences for craftsmen and laborers were being constructed on the
former DeLancey estate by the beginning of the nineteenth century, and by the 1820s, the Lower East
Side was a desirable area. By the 1840s, the affluent had started abandoning the area south of Houston
Street, and the neighborhood’s first purpose-built tenements were being constructed as increasing
numbers of immigrants settled on the Lower East Side. Many of these newcomers were Irish-Americans;
Irish immigration to New York—and the settlement of Irish immigrants on the Lower East Side—rapidly
increased following the beginning of Ireland’s Great Famine in 1845. Soon afterward, German
immigrants, fleeing unemployment, religious oppression, famine, and the European Revolutions of 1848,
also moved into the area. The city’s German population grew from about 24,000 in the mid-1840s to over
400,000 by 1880; by then, almost the entire Lower East Side was known as Kleindeutschland, or “Little
Germany.” Many German immigrants, including German Jews, prospered in the manufacture and
wholesaling of textiles and apparel, setting up businesses on Canal Street that served the department
stores and other retailers of nearby Grand Street, which was then one of the city’s major shopping streets.5
Up to the 1870s, no distinctly Jewish neighborhood existed in New York; German Jews, who
accounted for most of the city’s Jewish population, generally settled within the larger Kleindeutschland
community. That would soon change, as hundreds of thousands of Jews, primarily from Russia and
Poland, started fleeing pogroms and poverty in their homelands in the early 1880s. From 1881 to 1924,
the year in which the so-called “Quota Law” drastically cut U.S. immigration from Eastern Europe, one-
third of Eastern Europe’s Jews left their homes, with most seeking refuge in the United States. Between
1880 and 1910, approximately 1.1 million Jews moved to New York City, and between 1880 and 1890,
three-quarters of these newcomers settled on the “East Side,” as the Lower East Side was commonly
called at that time. Within the neighborhood, Jewish immigrants typically lived within defined ethnic
quarters with others from their home regions; the S. Jarmulowsky Bank Building was erected within the

2 
 
largest of these enclaves, which housed Russian, Ukrainian, Polish, and Lithuanian Jews, and covered
most of the area east of the Bowery and south of Grand Street. Although late-nineteenth- and early-
twentieth-century transportation improvements efficiently dispersed the Lower East Side’s Jewish
population to Yorkville, Harlem, Brooklyn, and the Bronx, more than 300,000 Jews still filled the
neighborhood’s tenements at the dawn of World War I, with some living at densities of more than 1,000
persons per acre.
Largely unskilled, Eastern European Jews commonly toiled in sweatshops, although many
immigrants and their children studied their way out of this grueling life to become doctors, dentists,
lawyers, and other professionals. The sweatshops’ stingy wages and deplorable conditions encouraged the
formation of a strong working-class consciousness and robust labor movement; as the heart of the Jewish
Lower East Side, Straus Square (then called Rutgers Square) was a locus of political activity, the
neighborhood’s “Hyde Park.”6 Indeed, the vicinity of Straus Square was the political, intellectual, and
economic center of the neighborhood. East Broadway across from Seward Park was “Yiddish newspaper
row,” the home, most famously, of the Jewish Daily Forward.7 The Rundbogenstil building of the
Education Alliance (Brunner & Tryon, 1889-91), stood at the corner of East Broadway and Jefferson
Street, erected by German Jews to provide educational services to newly arrived Jewish immigrants and
speed their assimilation into American life. The busy Seward Park Branch of the New York Public
Library (Babb, Cook & Welch, 1909) was one of the city’s largest branch libraries at the time of its
opening, and the Straus Square area was considered “the financial and business center of the Jewish
quarter on the East Side,” home not only to Jarmulowsky’s bank but that of his sons Meyer and Louis,
which was housed in an elaborately decorated building on East Broadway resembling a “Moorish
mosque.”8
With the passage of the Quota Law, the expansion of the subway system, the construction of
affordable and more spacious housing in the Outer Boroughs and other areas of Manhattan, and the
movement of the city’s garment industry to the streets of the West 30s, the Jewish population of the
Lower East Side—and the neighborhood’s population in general—declined precipitously in the 1920s.
After World War II, thousands of Puerto Ricans, newly arrived in New York, settled on the Lower East
Side, and they were joined, starting in the 1960s, by natives of El Salvador, Nicaragua, Mexico, and the
Dominican Republic. Chinatown, the formerly Cantonese enclave centered on Mott Street near Chatham
Square, has boomed in the past four decades; with the arrival of immigrants from other areas of China and
other East Asian countries, it has jumped Canal Street to claim much of Little Italy, and has spread along
East Broadway to Straus Square. At the same time, the Lower East Side has shrunk in geographical size,
as gentrified areas north of Houston Street have been renamed NoHo and the East Village. Still, the
Lower East Side remains a vibrant immigrant neighborhood, and the S. Jarmulowsky Bank Building
remains one of its great landmarks, towering above its surroundings and recalling a vanished era in which
it was a significant component of the world’s largest Jewish community. In the words of Amy Milford of
the Museum at Eldridge Street, the S. Jarmulowsky Bank Building is one of a select group of buildings on
the Lower East Side that “encapsulate the Jewish immigrant experience” and “announced the East
European Jewish presence in America.”9

Sender Jarmulowsky10
On the Lower East Side, Sender Jarmulowsky was a figure as towering as the building he
constructed to house his bank. Called the “East Side J.P. Morgan,” Jarmulowsky was much more than an
exceptional businessman; a respected Talmudic scholar and philanthropist, he was indispensable in
constructing the Lower East Side’s Eldridge Street Synagogue (Herter Brothers, 1886-76, a designated
New York City Landmark), “the first great house of worship for East European Jews in the United
States,” which he led as its first president.11 At the time of his death in 1912, one Yiddish-language
newspaper remembered Jarmulowsky as “an East Side businessman of the best kind, a Jew from whom
the younger generation of businessmen can learn the duties and obligations that such a position has for
Russian Jewish immigrants in America.”12

3 
 
 Sender Jarmulowsky was born in 1841 in Lomza, which was then a province of Russia but is now
within east-central Poland. Orphaned as a young boy, he was adopted by a prominent rabbi who enrolled
him in the Volozhin Yeshiva, a renowned Talmudic academy located in present-day Belarus. An
outstanding scholar, Jarmulowsky graduated as an ordained rabbi; although poor, he was betrothed to
Rebecca Markels, whose father was a prosperous merchant. This “linkage of scholarship with wealth
constituted the classic match in East European Jewish society,” according to historian Annie Polland,
“and enabled the scholar to pursue his studies on a full-time basis.”13 Despite this, Jarmulowsky chose to
try his hand at business, and soon after moving to Hamburg in 1868, he established a firm that facilitated
the passage of people and goods across the Atlantic.
Five years later, Jarmulowsky set up his second office, on the Lower East Side of Manhattan.
Jarmulowsky first appeared in a New York City directory in 1875 as an agent in the firm of Jarmulowsky
& Markel, which was located at 193 Canal Street; his partner Solomon Markel resided in Germany, and
was likely an in-law. By 1878, Jarmulowsky & Markel had moved to the building at the southwestern
corner of Canal and Orchard Streets, likely one of the three structures at that location that Jarmulowsky
would ultimately demolish to build the S. Jarmulowsky Bank Building. His partnership with Markel
appears to have dissolved by 1884, when Jarmulowsky was listed for the first time as a banker, although
he would variously identify himself as an agent or banker in local directories through the end of the
century.
Jarmulowsky’s bank was similar to the hundreds of other private banks that were the primary
financial institutions of New York’s immigrant neighborhoods. Like those banks, Jarmulowsky’s served
as a brokerage for steamship tickets as well as a provider of loans and savings accounts. The New York
Tribune wrote disparagingly of the Lower East Side’s private bankers, whom it called “bankers by the
grace of having come over a steamer or two ahead of the other fellow,” but before the early twentieth
century, when established Wall Street banks first started opening offices on the Lower East Side, banks
like Jarmulowsky’s provided much-needed services to the neighborhood’s small merchants, workers, and
others of modest means.14 In 1898, Jarmulowsky’s customers were described as the “tailors and working
girls of the neighborhood.”15
Bank runs were common in the days before government-insured savings accounts, and in those
times, the best advertisement for a private bank was the good reputation of its owner. The bank owners of
the Lower East Side ran their businesses in ways that “were unorthodox by American standards,”
according to historian Irving Howe; “they would be present almost every day at their banks, reassuring
depositors and assuaging the uneasiness that many East Side immigrants felt at the thought of putting
their money in someone else’s hands.”16 Jarmulowsky had a stellar reputation, and although his bank
suffered four runs between 1886 and 1901, it always pulled through. Known for his conservative
approach, Jarmulowsky kept substantial cash reserves in his safe and additional funds in the Corn
Exchange Bank, one of the city’s oldest financial institutions;17 according to the Yiddish-language
Tageblat newspaper, “Sender Jarmulowsky was a name that was known to every Jew in the Old and …
New World. His business brought him into contact with hundreds of thousands of immigrants to whom
the name Jarmulowsky was the guarantee of honesty.”18 In 1899, Jarmulowsky made his wife Rebecca a
partner in the bank in recognition of her contributions to its operation and management, and she was
subsequently listed in directories as a banker, separately from her husband. So prominent was
Jarmulowsky in the Jewish community that he appeared as a fictionalized character, Jobbelousky, in
Ghetto Silhouettes, a 1902 book set on the Lower East Side: “Jobbelousky’s bank is a revered institution
of the East Side.… The head of the house was a patriarchal gentleman, who owned several blocks of
houses, all free and clear of encumbrance…. [H]is income rolled in very much as the waters of the
Hudson sweep into the sea. He was the banker of the East Side. There are banks and bankers over there,
and while they did business in the hundreds, Jobbelousky did it in the thousands.”19
Jarmulowsky was a renowned philanthropist who contributed both time and money to an array of
Jewish causes. In addition to his instrumental role in constructing the Eldridge Street Synagogue, he
served as founding treasurer of the Association of Orthodox Hebrew Congregations, which brought the
first Eastern European rabbi to the United States. The Jarmulowskys lived on the Lower East Side

4 
 
through the 1880s, and after moving to East 60th Street in 1889, Sender played a key role in organizing
the Zichron Ephraim Synagogue on East 67th Street. A supporter of the Hebrew Sheltering and
Immigrant Aid Society, Beth Israel Hospital, and Lebanon Hospital, among other causes, Jarmulowsky
“set an example in a young community where men of action were needed, not just to succeed in America
but to build the institutions—synagogues, educational centers, and governing bodies—necessary for
adapting East European Orthodoxy to the American setting.”20 He also provided a wealth of informal aid
to Jewish immigrants, according to well-known writer and activist Louis Lipsky, who recalled that “the
whole Jewish immigration, from 1880 to the end of the century, was actually a simple, self-supporting,
self-relieving operation with Jarmulowsky as the magician who made all the works go round.”21
Following Sender Jarmulowsky’s death on June 1, 1912, the Kehillah (Jewish
Community of New York) convened an emergency session “to discuss this great loss to the Jews
of New York.”22 At the time of Jarmulowsky’s death, his new high-rise building at the corner of
Canal and Orchard Streets had been open for only a few weeks.

Rouse & Goldstone23

William L. Rouse (1874-1963) and Lafayette A. Goldstone (1876-1956) formed their
partnership in 1909, the year before they designed the S. Jarmulowsky Bank Building. Born in
Poughkeepsie, N.Y., Goldstone never attended architecture school, but took drawing lessons from
architect William Henry Cusack as a boy. He came to New York City at the age of fifteen and
worked briefly as an apprentice draftsman for Bates & Barlow before joining Cleverdon &
Putzel, where he remained for the next six years, ultimately rising to the position of principal
draftsman. After serving in the Spanish-American War, Goldstone worked for a real estate
developer and builder, primarily supervising the construction of tenements designed by George F.
Pelham on the Lower East Side. Following this, he took a position with Norcross Brothers, a
construction company known for its high-quality work. In 1902, when Goldstone accepted a
commission from James Carlew, a former client of Cleverdon & Putzel, to design and supervise
the construction of three houses on the Upper West Side, he decided to leave Norcross Brothers
and open his own office. Through 1908, Goldstone designed a wide variety of buildings,
including an additional apartment house on Riverside Drive, stables, a loft building, two country
houses, a distillery, and one of the city’s earliest purpose-built garages, the Acton (now
Monterey) Garage (1906) at 137 West 89th Street.24
William L. Rouse was born in New York City and graduated from the Stevens Institute of
Technology in Hoboken, N.J. In 1904, he designed what appears to have been his first building in
Manhattan, a six-story tenement at Mulberry and Broome Streets. By the end of that year, Rouse
had formed a partnership with John T. Sloan. Early on, Rouse & Sloan mostly designed six-story
tenements, although by 1906, the firm was accepting commissions for larger and more luxurious
apartment houses, including the eight-story Hendrik Hudson (1906-08) at Riverside Drive and
110th Street. The two architects likely split in late 1907 or early 1908; Rouse appears to have
designed the Allenhurst Apartments (1908-09) at Broadway and 100th Street, and the Peter
Stuyvesant Apartments (1908-09) at Riverside Drive and 98th Street, on his own.25
Rouse & Goldstone’s collaborations, both before and following their design of the S.
Jarmulowsky Bank, include several apartment houses that demonstrate the firm’s facility in
adapting the architectural vocabulary of the Renaissance to tall-building forms. These buildings,
all designed in the Renaissance Revival or neo-Renaissance style, include the thirteen-story
Riviera at 790 Riverside Drive (1909-11, within the Audubon Park Historic District), which was
one of the largest apartment houses in New York at the time of its completion; the twelve-story
Montana Apartments (1912, demolished) on Park Avenue; and the nine-story apartment house at
43-47 East 62nd Street (1914-15, within the Upper East Side Historic District), which earned the
firm a Gold Medal from the New York Chapter of the American Institute of Architects. In 1924,
the firm received one of its most prominent commissions, for the apartment house at 1107 Fifth
Avenue (within the Carnegie Hill Historic District). No. 1107 Fifth, rising thirteen stories with a

5 
 
rooftop penthouse, was designed in the neo-Renaissance style for Mrs. Marjorie Merriweather
Post Hutton, whose townhouse formerly stood on the site. Although Rouse & Goldstone is best-
remembered for its opulent apartment houses, the firm designed other types of buildings,
including lofts, theaters, hotels, and several country houses on Long Island. The S. Jarmulowsky
Bank Building is among the firm’s finest commercial buildings, along with the eleven-story
Hampton Shops Building (1915) which was designed in the neo-Gothic style to harmonize with
St. Patrick’s Cathedral across East 50th Street. Both Hampton Shops and the S. Jarmulowsky
Building appear to be unique designs for Rouse & Goldstone.
William Rouse and Lafayette Goldstone dissolved their partnership at the end of 1926.
Rouse remained active until 1939, and Goldstone continued to practice until the late 1940s, when
he was associated with Frederick L. Ackerman on the Lillian Wald Houses (1947), a public
housing project. In the intervening years, Goldstone’s works included the 1927 alteration, in the
neo-Renaissance style, of the Ogden Mills Reid House (within the Metropolitan Museum Historic
District) at 15 East 84th Street; the neo-Classical-style cooperative apartment house at 4 East
72nd Street (1928-29, within the Upper East Side Historic District); and the 35-story Art Deco-
style office building at 19 Rector Street (1930).
Rouse & Goldstone was among a select group of architectural practices with Jewish
principals, including the firms of Emery Roth, George & Edward Blum, and Schwartz & Gross,
to achieve prominence in early-twentieth-century New York.26 Given Sender Jarmulowsky’s
dedication to Jewish causes and his history of both formal and informal assistance to members of
New York’s Jewish community, this likely was a factor in Jarmulowsky’s decision to engage the
firm for the design of his new high-rise bank building.

History of the S. Jarmulowsky Bank Building27

Sender Jarmulowsky began laying the groundwork for the construction of his signature
building in 1900, when he acquired a large lot at the southwestern corner of Canal and Orchard
Streets that contained two structures, one of which housed his business.28 Three years later, he
acquired the adjoining parcel to the south, creating a combined property extending 73 feet along
Orchard Street and nearly 66 feet along Canal.29 Jarmulowsky engaged Rouse & Goldstone by
October of 1910, when the Real Estate Record and Guide announced that the firm was preparing
plans for his high-rise building, which would have “an elaborate banking room” on its ground
floor and be “the first of the modern high-class structures erected in this part of the city.”30 Within
three months, its plans had been filed. The S. Jarmulowsky Bank moved to temporary quarters at
68 Canal Street; demolition on the site began by May of 1911, when the New York Times called
Jarmulowsky’s new tower “an innovation for the East Side, being the first strictly high-class tall
bank and office building in the entire section” with a design “to equal in every respect the highest
grade banking buildings throughout the city.”31 Construction started two months later, and the
building opened in May of 1912.32 The S. Jarmulowsky Bank Building received additional press
after its opening, as photographs of its exterior and banking hall were published in the journal
Architecture and Building in November of 1912.33
Despite its status as an instant landmark, towering above its surroundings and showcasing
its owner’s financial strength, the S. Jarmulowsky Bank Building would house its namesake
business for only a few years. Following Jarmulowsky’s death in 1912, his half of the business—
the other half was owned by his wife, Rebecca—went to three of their sons, Albert, Louis, and
Meyer, and their two daughters, Amelia Clark and Blume Ettlinger. Albert, Louis, Meyer, and
Rebecca apparently ran the bank in 1913, while Meyer and Louis also operated a separate private
bank, the M.&L. Jarmulowsky Bank, which had been in business for several years. In 1914, the
S. Jarmulowsky Bank was reorganized under the leadership of Louis and another of the
Jarmulowsky sons, Harry; the two acquired the building from Sender’s executors, who included
Albert, Louis, and Meyer, as well as Max Markel, apparently a relative from Rebecca’s side of
the family.34 At the same time, the M.&L. Jarmulowsky Bank was failing, and it was soon

6 
 
shuttered by the State, along with four other private banks on the Lower East Side.35 Although the
S. Jarmulowsky Bank remained solvent, about 3,000 of M.&.L. Jarmulowsky’s depositors
gathered in front of the S. Jarmulowsky Bank Building on the evening of October 31, 1914,
angered by a proposed plan for reimbursing their lost savings; “reserves from three stations
battled until the crowd had been dispersed, and then took two women to the Clinton Street station,
charged with inciting to riot,” according to the New York Tribune.36 The S. Jarmulowsky Bank
ultimately would be closed by New York State in 1917, as it became insolvent after many of its
immigrant depositors withdrew money to send to their relatives in Europe following the United
States’ entry into World War I.37 Harry and Louis were bankrupt by 1920, when the S.
Jarmulowsky Bank Building was sold by court order. The building, which was said to have cost
from $200,000 to $350,000 to construct, sold for only $100,000.38
Following the building’s sale, its ground floor continued to house a financial institution,
the North American Bank.39 This was succeeded by the Capitol National Bank and, when Capitol
was acquired in 1928, the Manufacturers Trust Company.40 Although it is unclear whether the
upper floors of the S. Jarmulowsky Bank Building were intended to be manufacturing lofts, office
space, or both—Buildings Department records and press reports differ on this account—all of the
building’s space above its first two floors was occupied by lofts by November of 1912.41 By the
end of the 1920s, the former S. Jarmulowsky Bank Building at 54 Canal Street was teeming with
manufacturers of garments and other textile goods, and various types of finishers: tenants in 1929
included the American Art Manufacturing Company, a maker of lace curtains and scarves; a
manufacturer of flannel nightgowns; the Perfect Hemstitching Company; the Public Overall
Company; and the Rosebud Housewear Corporation.42 In 1945, the building was purchased by the
H.W. Perlman Corporation, a piano manufacturer, which had a factory there until the firm
dissolved in the mid-1960s.43 By the 1960s, the former Jarmulowsky Building contained a more
diverse array of industrial tenants, and by the mid-1970s, many of its tenant firms had East Asian
names, reflecting the expansion of Asian-owned garment factories in the area. The building
continued to house garment factories in 2001; in 2006 it was purchased by its current owner,
Baruch Singer, who has announced plans to convert it into a hotel or to residential use.44 It is
currently vacant.

Skyscraper Design and the S. Jarmulowsky Bank Building45

Architects were challenged to fashion an appropriate architectural expression for the
skyscraper after it first appeared in New York City following the Civil War. By the mid-1870s,
the city’s tallest buildings reached ten stories in height; typically featuring picturesque,
mansarded or towered rooflines, they were largely articulated according to the traditional palazzo
compositions of earlier commercial structures. The construction of even taller buildings was
made possible by the increasing use and refinement of steel framing techniques in the 1880s, and
in the 1890s, architects began producing skyscraper designs that followed the tripartite base-
shaft-capital arrangement of the classical column. From the 1890s through the 1910s, an era that
would later be termed the Eclectic Period in skyscraper design, architects cloaked their
skyscrapers in opulent ornament drawing upon historical precedent, in styles that included the
Renaissance Revival, Beaux Arts, and neo-Gothic.46
During the Eclectic Period, many dramatically sited skyscrapers were constructed on the
city’s corner lots. Mid-block sites were the most common locations for tall buildings, but the
“corner site, though more costly to acquire, offered amenities such as additional light and air,
more street frontage for more lucrative shops, as well as greater prominence in the townscape and
therefore increased identity.” As a result, many architects explored “the corner’s potential for
unique expression,” often marking it with an attention-drawing feature, like a turret or tower.47 In
some cases, architects emphasized the corner with an elaborate entrance, in works that included
the eight-story Delmonico’s Building (James Lord Brown, 1890-91, a designated New York City
Landmark) at 56 Beaver Street, the fifteen-story Beaver Building (Clinton & Russell, 1903-04, a

7 
 
designated New York City Landmark) at 82-92 Beaver Street, and the seventeen-story Royal
Insurance Building (Howells & Stokes, 1907) at William Street and Maiden Lane. Skyscrapers
constructed by banking firms continued the banks’ longstanding tradition of using classical
imagery to project an image of wealth and security. Multi-purpose skyscrapers constructed by
these firms—typically with a ground-floor banking hall and rental offices above—nonetheless
presented the bank as the building’s primary function, emphasizing the banking-hall entrance
with a richly decorated surround or portico and conveying the impression that the entire building
was solely devoted to the financial company for which it was named.
Designed by Rouse & Goldstone in the neo-Renaissance or “modern Renaissance” style,
as it was described in the press, the twelve-story S. Jarmulowsky Bank Building was a pioneer in
introducing the prevailing skyscraper aesthetic of New York’s major office districts to the Lower
East Side.48 A notable example of a tripartite, corner skyscraper in which the three major portions
of its facades are differentiated by material, it features a rusticated ground floor executed in
Indiana limestone, an ornate terra-cotta crown, and an essentially unadorned brick portion in
between.49 The building has an elaborate corner entrance—originally leading to Jarmulowsky’s
two-story banking hall—that features a classical surround with tall, paired Ionic pilasters on high
bases and a frieze crowned by a projecting cornice and balustrade; within the frieze, incised
lettering indentifies the building as “S Jarmulowsky’s Bank Est 1873.” The highlight of the
ground floor is a carved panel directly over the banking-hall entrance, containing a clock;
providing a valuable service to Jarmulowsky’s depositors and others in the neighborhood in the
days before watch ownership was universal, the clock reinforced the image of Jarmulowsky’s
bank as a publicly minded firm.50 A finely detailed surround containing rosettes and a helmeted
figure—possibly Hermes, the Greek god of commerce—frames the clock, which is flanked by
two seated figures, as well as various symbols of industry and commerce. Other classically
derived features of the building’s base include its two-story-high round-arched openings, which
are crowned by keystones containing cartouches. The base of the building has square-headed
windows at its third floor and is crowned by a continuous, projecting, denticulated and molded
cornice that provides a clean break from the “shaft” portion of the façade above.
The light-colored terra-cotta crown or “capital” of the S. Jarmulowsky Bank was
undoubtedly intended to be seen from great distances. Three stories in height, its top two floors
rest on enormous scrolled brackets; like the building’s base, it is decorated in a wealth of
Renaissance-inspired ornament, including cartouches, a variety of classical moldings, and two-
story-high engaged columns and pilasters. The building’s rounded corner culminated, until the
early 1990s, in a two-story-high circular pavilion with a round dome ringed by eagles and topped
by a pinnacle, which was probably inspired by Athens’ Choragic Monument of Lysicrates (334
BC), the basis for New York’s Soldiers’ and Sailors’ Monument (Stoughton & Stoughton with
Paul E.M. DuBoy, 1897-1902, a designated New York City Landmark) and for the crown of
McKim, Mead & White’s Municipal Building of 1907-14 (a designated New York City
Landmark).51 This feature accentuated the corner’s vertical thrust, affirming the building’s
monumental status on the Lower East Side and drawing attention to it from Straus (then Rutgers)
Square two blocks to the east, the neighborhood’s historic center of Jewish life. Even before its
construction began, the building, which engages and addresses the Jewish community’s “Old
Center” around Straus Square, was making an impact there; two months after plans were
announced for Jarmulowsky’s skyscraper, the publishers of the socialist Jewish Daily Forward
newspaper filed plans for a ten-story high-rise facing Seward Park, “spurred on by the erection of
Yarmalofsky’s [sic] twelve-story bank building on Canal—they did not relish the idea of a
capitalist symbol rising so high on the East Side.”52
Although the design of the S. Jarmulowsky Bank Building was a product of general
trends in New York skyscraper design during the Eclectic Period, it may have had a more direct
influence. Three years before work began on the building, J.&W. Seligman & Company
completed its eleven-story headquarters (Francis H. Kimball and Julian C. Levi, 1906-07, a

8 
 
designated New York City Landmark) at the corner of William and South William Streets in the
downtown financial district. There are many conspicuous similarities between the two: like the
Jarmulowsky Building, the Seligman Building was constructed in the neo-Renaissance style, and,
most strikingly, its rounded corner is crowned by a high circular tower that may have inspired the
Jarmulowsky Building’s original rooftop pavilion. A prestigious banking firm, the Seligman
Company was led by one of the country’s most prominent Jewish families, who were known as
the “American Rothschilds.” Perhaps Jarmulowsky saw the Seligman firm and its headquarters as
examples to be emulated—and to be surpassed, by a single story.
Today, the S. Jarmulowsky Bank Building remains a great landmark of the Lower East
Side, visible over the rooftops of the neighborhood’s five- and six-story tenement buildings.
Although it remains largely intact, it has experienced some alterations, including the loss of its
rooftop pavilion, the alteration of its eleventh-floor balustrades, and the removal of the
balustraded portions of its rooftop parapet, which once supported great urns. At the June 23, 2009
public hearing of the Landmarks Preservation Commission, an architect representing the
building’s owner expressed the owner’s intention to restore these features as part of a proposed
conversion of the S. Jarmulowsky Bank Building to a commercial hotel, or to residential use.53

Description
The S. Jarmulowsky Bank Building is a twelve-story building executed in the tripartite
configuration that was standard for tall buildings of its time. It is a notable example of a
skyscraper in which the three major portions of its main facades are executed in different
materials. A neo-Renaissance-style building, it is ornamented with a wealth of classically derived
detailing; located on a prominent corner site on the Lower East Side, it features a rounded
corner—slightly recessed above the second floor—which extends the building’s full height.
Extending for 65 feet along Canal Street and 73 feet along Orchard Street, the building is
generally symmetrical, except that it extends a bay further on Orchard Street than it does on
Canal. Originally and into the early 1990s, its corner was crowned by a two-story-high, circular
pavilion that was probably based upon the ancient Choragic Monument of Lysicrates in Athens.
Although the building remains largely intact today, the most important losses to its historic fabric
have been the replacement, with solid panels, of the balustrades in front of its eleventh-floor
windows; the removal of its rooftop cornice; the removal of the balustrades and large urns from
its rooftop parapet; and the removal of its circular rooftop pavilion. In addition to its two main
facades, the S. Jarmulowsky Building has two sparely ornamented brick secondary facades,
which are visible from Allen and Division Streets as well as other surrounding public
thoroughfares, including the Manhattan Bridge.
At the time this description was written, in 2009, a sidewalk bridge spanned the entire
length of the building’s main facades. Photographs taken in August of 2007 were used to describe
features of the building’s base that were concealed by the sidewalk bridge.
The three-story-high base of the S. Jarmulowsky Bank Building is executed in rusticated
Indiana limestone, although the lowest portion of the building’s ground floor may be marble or
granite. (The ground floor has been painted many times, making identification of its materials
difficult.54) The entrance to the building’s original banking hall is located at the base’s corner.
This entrance is accessed by a single curved granite step; a non-historic metal roll-down security
gate with gate box has been installed at the entrance opening, which may originally have
contained “fancy grilled doors.”55 A non-historic fluorescent light fixture is attached to the front
of the gate box. The entrance opening appears originally to have had a wide transom bar, and it
contains a multi-pane transom window, which may be historic. The corner entrance opening was
entirely surrounded, originally, by a thick enframement, probably of terra cotta, containing foliate
ornament, cartouches, and a bead-and-reel molding. The portion of this enframement below the
transom has been removed and replaced with non-historic tile; a lock box for the security gate has

9 
 
been attached to the tile surface adjacent to the entrance opening on the west. A non-historic
curved canvas awning is present just below the transom.
The corner entrance sits within a classical surround, featuring paired pilasters with Ionic
capitals on high bases supporting an entablature. A non-historic metal bracket, formerly holding a
sign, is attached to the westernmost pilaster. The entablature, which is curved to follow the round
profile of the building’s corner, has a stepped architrave crowned by an acanthus-leaf molding, a
projecting cornice with denticulated and egg-and-dart moldings, and a frieze containing incised
lettering reading “S ▪ JARMVLOWSKY’S ▪ BANK ▪ EST ▪ 1873 ▪”; the entablature supports a
balustraded third-story balconet. Between the transom and the entablature is a carved stone panel
containing a clock at its center. A finely detailed surround containing rosettes and a helmeted
figure—possibly Hermes, the Greek god of commerce—frames the clock, which is flanked by
two seated figures, as well as carved foliate ornament. Other carved ornament within the panel
includes a gear, a barrel, a chain, and a coiled rope.
The Orchard Street portion of the base has three, two-story-high round-arch-headed
openings, each of which is crowned by a cartouche. Beneath the central opening of the three is a
stone sill and blind stone balustrade, which is supported by the base of the ground floor. A non-
historic metal security gate with gate box covers the northernmost opening, which may have been
extended to the ground, resulting in the possible loss of its historic sill, balustrade, and base,
which were identical to those of the central opening; an electrical box for the gate has been
mounted to the façade just north of this opening. The southernmost of the three round-arch-
headed openings has always extended to the ground and contains a historic recessed, paneled
metal fascia and return below its windowsill. This opening, and the central opening of the three,
retain their historic tripartite window frames decorated with scrolls, cartouches, and bead-and-reel
and egg-and-dart moldings, although the frames contain replacement sashes. All three of these
openings retain their historic transom bars with vertically projecting anthemia. Non-historic
canvas awnings have been installed at the two northernmost openings.
One square-headed door opening is located to the south of the three round-arch-headed
openings on the Orchard Street façade. This opening retains its original molded surround crowned
by a frieze, which is plain except for small carved panels containing urns and foliate ornament at
its ends. Non-historic metal doors fill the door opening below a non-historic transom panel
containing applied Chinese characters. A non-historic electrical box with conduit has been
installed at the center of the frieze. Above the frieze is a heavy projecting cornice with egg-and-
dart molding; this, in turn, is crowned by an original square-headed window opening within a
molded enframement flanked by scrolls. This window opening is covered by a metal grille, which
is likely non-historic, and contains a non-historic window sash and infill.
The Orchard Street sidewalk is of plain concrete; two siamese pipes are present in front
of the building.
The Canal Street façade of the building’s base contains one, two-story-high round-arch-
headed opening and one large storefront opening crowned by a baskethandle arch. Like the
round-arch-headed openings on the Orchard Street façade, the one on the Canal Street façade is
crowned by a cartouche; whether or not this opening retains its historic sill and balustrade, similar
to those of the central round-arch-headed opening on the Orchard Street façade, is unclear, as the
opening is covered by a non-historic metal security gate with gate box, which is partially
concealed by a non-historic canvas awning. Like the round-arched openings on the Orchard Street
façade, it retains historic framing elements decorated with cartouches and a bead-and-reel
molding, but its transom sashes may have been replaced. Several non-historic signs have been
attached to the ground-floor portion of the façade between this opening and the storefront
opening.
Although two roll-down metal security gates have been installed at the storefront
opening, it retains much of its historic infill, including its continuous, wide metal transom bar
sandwiched between a projecting cornice with egg-and-dart molding below, and a denticulated

10 
 
cornice with acanthus-leaf molding above. The transom bar itself is decorated with cherubs,
cartouches, and foliate ornament. The transom window mullions within the storefront opening
may be historic. Possibly historic glazing and wood window-framing elements are present over
the storefront’s eastern gate. A non-historic metal door with metal side and transom panels has
been installed in the portion of the opening between the two gates.
The eastern portion of the storefront opening contains a historic metal entrance surround
with paneled reveal. The surround is decorated with rope and acanthus-leaf moldings and foliate
ornament; an entablature above the surround is filled with winged cherubs’ heads and cartouches
joined by festoons. This entrance is crowned by an angular pediment with denticulated, egg-and-
dart, and acanthus-leaf moldings. Non-historic elements attached to the surround include an alarm
box, electrical boxes with conduit, and a large light fixture. The entrance opening is filled with a
non-historic metal roll-down security gate behind a pair of non-historic metal security doors with
a non-historic transom panel filled with applied Chinese characters. Three non-historic awnings
have been installed at the storefront opening.
The Canal Street sidewalk is of plain concrete and contains two metal hatches and one
siamese pipe. A high vertical flue projects through, and for about fifteen feet above, the eastern
hatch.
Much of the ground-floor portion of the building’s base is defaced with graffiti. The
base’s top story has square-headed window openings with plain masonry sills, containing non-
historic double-hung sashes, although at least some of the openings appear to retain their historic
wood brickmolds. The lower portions of all of these openings, except for the southernmost
opening on the Orchard Street façade, which is shorter than the others, are filled with non-historic
brick. A non-historic metal box, possibly a camera, is attached to the brick infill of the
northernmost Orchard Street opening. The entire base of the S. Jarmulowsky Bank Building is
crowned by a heavy projecting cornice with denticulated and egg-and-dart moldings.
The shaft portion of the S. Jarmulowsky Bank Building, comprising the fourth through
ninth stories of the Canal and Orchard Street facades, is faced with buff-colored Roman brick laid
in Flemish bond. The building’s corner has three window openings per floor; the other window
openings are paired, except for a single window opening in each southernmost bay of the Orchard
Street façade. These openings feature soldier-brick lintels and plain masonry sills, as well as non-
historic double-hung sashes, although many openings appear to retain their historic wood
brickmolds. A non-historic metal grille projects from the southernmost portion of the Orchard
Street façade at the fourth floor. This portion of the building is crowned by a continuous terra-
cotta cornice.
The three-story terra-cotta crown, or “capital,” of the S. Jarmulowsky Bank Building,
extending from the tenth through twelfth stories, is divided into a single-story lower portion, and
a two-story upper portion. It appears to have been painted. As on the shaft portion below, each
floor contains three window openings at its corner. The other tenth-floor window openings are
paired, except for the single window opening in the southernmost bay of the Orchard Street
façade, with each window within each pair separated by a pilaster containing a rectangular,
recessed panel. Large scrolled brackets are located between the corner window openings;
identical brackets, but paired, frame each pair of windows and the single window opening at the
southern end of the Orchard Street façade. A continuous egg-and-dart molding runs along the top
of the tenth floor.
A paneled parapet, much of which is non-historic, extends the length of both main
facades, including the building’s corner, at the eleventh floor. Balustrades are located in front of
the windows at the building’s corner; balustrades were also originally located in front of the other
eleventh-floor windows, but were removed and replaced with solid walls at sometime in the
1980s or afterward. Two-story-high engaged columns with Corinthian capitals spring upward
from the parapet at the corner; the corner window openings at the eleventh and twelfth floors are
vertically separated from each other by paneled spandrels.

11 
 
 Wide, two-story-high plain pilasters with molded capitals resting on the parapet frame the
corner and the southernmost, single window openings at the eleventh and twelfth floors of the
Orchard Street façade. An identical pilaster is present at the western end of the Canal Street
façade. Paired, plain pilasters with Corinthian capitals projecting forward from a ribbed
background and resting upon the eleventh-floor parapet separate the other window openings, each
of which has a tripartite configuration. Each two-story group of tripartite windows features spiral-
column mullions with Corinthian capitals, and spandrel panels decorated with cartouches and
egg-and-dart moldings, and is surrounded by denticulation. All of the tenth-through-twelfth-floor
window openings appear to contain replacement sashes, although many appear to retain their
historic wood brickmolds. A bead-and-reel molding runs continuously above the twelfth-floor
windows. Above this, a continuous paneled band decorated with roundels and foliate ornament is
framed by a rope molding below, and by denticulated and bead-and-reel moldings above, and
runs the length of the main facades, including the corner. The building’s original projecting
cornice above this band has been removed, and the parapet appears to have been coated with a
cementitious material.
A large stepped and rounded pediment containing a cartouche is present on the building’s
roof, at the southern end of the Orchard Street façade. Three paneled rooftop pedestals
overlooking Orchard Street, and four paneled rooftop pedestals overlooking Canal Street, are also
present. These originally supported large urns and were joined by balustrades; both the
balustrades and the urns have been removed. The building’s corner retains the base of its original
circular rooftop pavilion, which has also been removed. The base is paneled and features four
large scrolled buttresses; the pavilion, as shown in a photograph taken shortly after the building’s
opening, originally featured tapered columns with ornate, probably Corinthian, capitals. The
round dome of the pavilion was ringed by eagles on paneled pedestals and was crowned by a
pinnacle.56 A rooftop bulkhead is visible over the building’s Canal Street façade.
The south façade of the S. Jarmulowsky Bank Building is two bays wide at the third and
fourth floors, and five bays wide at the fifth through twelfth floors. It is of brick laid in common
bond, and has window openings above the second floor of varying heights, with plain masonry
sills. Portions of the eastern end of this façade have been painted or coated with a cementitious
material; the entire façade at the fourth floor and below has been coated with cementitious
material. Non-historic grilles are present at the third-through-sixth-floor window openings. These
openings contain a mixture of one-over-one and two-over-two double-hung sashes, all of which
are likely replacements, although many appear to retain their historic wood brickmolds. This
façade is crowned by a high, stepped brick parapet, which may or may not be original.
The seven-bay west façade of the building is of brick laid in common bond. Its window
openings have plain stone sills and contain paired one-over-one, double-hung sashes, which likely
are replacements. At the northern end of this façade, the brick is keyed into the building’s Canal
Street façade; below the tenth floor, the northern portion of this façade is of the same light-
colored brick as the shaft portion of the building’s main facades, and from the tenth through the
twelfth floors, it is of terra cotta. The upper portion of the northern end of this façade is decorated
with panels and a variety of moldings. A large metal structure supporting two water tanks is
visible over this façade.
The building has a notched southwestern corner containing a metal fire escape and
square-headed openings. These openings contain metal doors, metal gates, and two-over-two
double-hung sashes, which appear not to be original.

Report researched and written by

Michael D. Caratzas
Research Department

12 
 
 NOTES
                                                            
1
Portions of this section were adapted from LPC, 511 Grand Street House Designation Report (LP-2269) (New
York: City of New York, 2007) and LPC, 513 Grand Street House Designation Report (LP-2270) (New York: City
of New York, 2007), both prepared by Marianne S. Percival. Sources for this section include Andrew S. Dolkart,
Biography of a Tenement House in New York City: An Architectural History of 97 Orchard Street (Santa Fe, N.M.:
Center for American Places, 2007); Joyce Mendelsohn, The Lower East Side Remembered and Revisited (New
York: The Lower East Side Press, 2001); Ronald Saunders, The Lower East Side: A Guide to Its Jewish Past in 99
New Photographs (New York: Dover Publications, 1979); Marc D. Angel and Jeffrey S. Gurock, “Jews,” in
Kenneth T. Jackson, Ed., The Encyclopedia of New York City (New Haven, Conn.: Yale University Press, 1995),
620-23; Marion R. Casey, “Irish,” in The Encyclopedia of New York City, 598-602; Hasia Diner, “American
Jewishness on the Lower East Side,” in The Lower East Side Historic District: A Request for Evaluation by the
Lower East Side Preservation Coalition for the Landmarks Preservation Commission (LPC files, August 2006);
Andrew Dolkart, “A History of the Lower East Side,” in The Lower East Side Historic District: A Request for
Evaluation by the Lower East Side Preservation Coalition for the Landmarks Preservation Commission; Leslie
Harris, “African-Americans and the Lower East Side,” in The Lower East Side Historic District: A Request for
Evaluation by the Lower East Side Preservation Coalition for the Landmarks Preservation Commission; and
Graham Hodges, “Lower East Side,” in The Encyclopedia of New York City, 696-97.
2
“American Jewishness on the Lower East Side.”
3
Although at twelve stories (plus its original two-story rooftop pavilion) the Jarmulowsky Building was
considerably shorter than the tallest skyscrapers of its time, like the 47-story Singer Building (Ernest Flagg, 1906-
08, demolished), its steel-frame curtain-wall construction, the strong vertical thrust at its corner, its adherence to the
tripartite design scheme of early skyscrapers, and its towering presence in its low-scale neighborhood make it
worthy of skyscraper status. Contemporary tall buildings of similar height, such as the eleven-story J.&W. Seligman
Company Building (Francis H. Kimball and Julian C. Levi, 1906-07, a designated New York City Landmark) and
the fifteen-story Beaver Building (Clinton & Russell, 1903-04, a designated New York City Landmark) have been
classified as skyscrapers. See LPC, J.&.W. Seligman & Company Designation Report (LP-1943) (New York: City
of New York, 1996), and LPC, Beaver Building Designation Report (LP-1942) (New York: City of New York,
1996), both prepared by Jay Shockley.
4
“A History of the Lower East Side,” 3. On the naming of Canal Street, see Edwin G. Burrows and Mike Wallace,
Gotham: A History of New York City to 1898 (New York: Oxford University Press, 1999), 359-60; and Henry
Moscow, The Street Book: An Encyclopedia of Manhattan’s Street Names and Their Origins (New York: Hagstrom,
1979), 33.
5
One of the large stores on Grand Street was Lord & Taylor, which opened there in 1853; this store remained open
until 1902. See LPC, Lord & Taylor Building Designation Report (LP-2271) (New York: City of New York, 2007),
prepared by Marianne S. Percival.
6
The Lower East Side Remembered and Revisited, 37.
7
The Forward Building (George A. Boehm, 1912) is a designated New York City Landmark.
8
“Banking on the Densely Populated East Side is a Serious Business, but Has Amusing Features,” New York
Tribune (March 15, 1903), B4.
9
Amy Milford, LPC Public Hearing Testimony (June 23, 2009). The Eldridge Street Synagogue (Herter Brothers,
1886-87, a designated New York City Landmark) symbolizes the religious experience for Jewish immigrants on the
Lower East Side, according to Milford; the Forward Building represents socialism, “the prevalent political ideology
on the Lower East Side at the turn of the twentieth century”; and the S. Jarmulowsky Bank Building was the
neighborhood’s “bastion of capitalism and immigrant enterprise.” In Milford’s words, “Without each of these
buildings, an important piece of this community’s immigrant story is missing.”
10
The main source for this section is Annie Polland, Landmark of the Spirit (New Haven, Conn.: Yale University
Press, 2009). Other sources include Irving Howe, World of Our Fathers: The Journey of East European Jews to
America and the Life they Found and Made (New York: Harcourt Brace Jovanovich, 1976), 135-37; New York City
Directories, 1786 to 1933/34 (New York: New York Public Library, 1950); George Washington Bromley, Atlas of

13 
 
                                                                                                                                                                                                
the City of New York, Manhattan Island (Philadelphia: G.W. Bromley, 1897); “The State Bank Annoyed,” New York
Times (April 22, 1898), 12; “Rumor Starts Run on Private Bank,” New York Times (December 12, 1901), 16; “Run
on an East Side Bank,” New York Tribune (December 12, 1901), 1; “Run on Jarmulowsky’s Bank,” The Sun
(December 12, 1901), 2; ”Frantic Depositors Plead for Their Savings,” New York Times (December 13, 1901), 16;
“Lull in Run on Jarmulowsky Bank,” New York World (December 13, 1901), 10; “Run on the Bank Continues,” The
Sun (December 14, 1901), 5; “Jarmulowsky’s Bank Run Is Over,” The World (December 16, 1901), 10; “Banking
on the Densely Populated East Side is a Serious Business, but Has Amusing Features”; “S. Jarmulowsky”
(Obituary), New York Tribune (June 2, 1912), 9; and “Only $501,053 Left by Jarmulowsky,” New York Times
(August 14, 1913), 9.
11
Jarmulowsky was called the “East Side J.P. Morgan” in “Can’t Even See Wife, the Husband Asserts,” New York
Tribune (September 22, 1911), 1. The quote about the Eldridge Street Synagogue is from Landmark of the Spirit, 96.
12
“Reb Sender Yarmulowski,” Tageblat (June 2, 1912); cited in Landmark of the Spirit, 95.
13
Landmark of the Spirit, 94.
14
“Banking on the Densely Populated East Side is a Serious Business, But has Amusing Features.” This 1903 article
noted that the large Wall Street banks and trust companies were then in the process of opening their first braches on
the Lower East Side.
15
“The State Bank Annoyed.”
16
World of Our Fathers, 136.
17
When reporters questioned his bank’s solvency in 1901, Jarmulowsky assured them that he “never speculated in
Wall Street” and referred them to “the presidents of several banks with whom he did business. One of these
presidents said … that [Jarmulowsky] was perfectly solvent and that he would lend him $50,000 at any time
willingly” (“Run on Jarmulowsky’s Bank”).
18
Tageblat newspaper, cited in Landmark of the Spirit, 94.
19
David Warfield, Ghetto Silhouettes (New York: James Pott, 1902), cited in Landmark of the Spirit, 90.
Jarmulowsky appeared in directories as the president of Delta Realty, which apparently managed his real-estate
holdings.
20
Landmark of the Spirit, 95.
21
Louis Lipsky, Memoirs in Profile (Philadelphia: Jewish Publication Society of America, 1975), 12-13. Lipsky’s
1975 book described Jarmulowsky’s assistance to Lipsky’s mother upon her arrival in New York a century before:
“The guardian who received my mother at the boat was Sendor [sic] Jarmulowsky…. His name stands high in the
memory of our family. As far as we were concerned, he was the Hachnosas Orchim [spirit of hospitality] incarnate.
He was known to thousands of Jewish families. He … remains in the memory of thousands of Jews as the man who
freed them on the soil of the United States. I have met Jews from Pittsburgh, from Chicago, from Boston and other
places, all of whom remember his name with warmth. He considered it his duty to receive personally the immigrants
on arrival at Castle Garden. He provided them with a night’s lodging, a good meal, and then dispatched them to their
new homes, personally accompanying them to the railroad station to say goodbye….”
22
Tageblat (June 3, 1912), cited in Landmark of the Spirit, 94.
23
Sources for this section include Aline Lewis Goldstone and Harmon H. Goldstone, Lafayette A. Goldstone: A
Career in Architecture (New York: 1964); LPC, Audubon Park Historic District Designation Report (LP-2335)
(New York: City of New York, 2009), prepared by Jennifer L. Most; LPC, Expanded Carnegie Hill Historic District
Designation Report (LP-1834) (New York: City of New York, 1993); LPC, Metropolitan Museum Historic District
Designation Report (LP-0955) (New York: City of New York, 1977); LPC, Upper East Side Historic District
Designation Report (LP-1051) (New York: City of New York, 1981); Robert B. MacKay, Anthony Baker, and
Carol A. Traynor, Long Island Country Houses and Their Architects, 1860-1940 (New York: Society for the
Preservation of Long Island Antiquities in Association with W.W. Norton & Company, 1997), 381; Robert A.M.
Stern, Gregory Gilmartin, and John Massengale, New York 1900: Metropolitan Architecture and Urbanism, 1890-
1915 (New York: Rizzoli International, 1983), 304-05; Robert A.M. Stern, Gregory Gilmartin, and Thomas Mellins,
New York 1930: Architecture and Urbanism Between the Two World Wars (New York: Rizzoli International, 1987),

14 
 
                                                                                                                                                                                                
387, 389, 534; James Ward, Architects in Practice in New York City, 1900-1940 (Union, N.J.: J&D Associates,
1989); New York City Directories, 1786 to 1933/34; Office for Metropolitan History Online Building Permits
Database (www.metrohistory.org); “Thirty-Second Street Developing Rapidly,” New York Times (November 17,
1907), 12; “Apartments to House 420 Families Will Involve Outlay of $1,500,000,” New York Times (January 5,
1908), 15; “Big Apartment Project Now Nearing Completion,” New York Times (February 2, 1908), C5; “Few
Remaining Corners Along Upper Broadway,” New York Times (November 29, 1908), 12; “New Office Skyscraper
Adjoining Hotel Breslin,” New York Times (December 20, 1908), 12; “Newest Riverside Structure,” New York
Times (January 3, 1909), 13; “Lafayette Goldstone Dies at 80,” New York Times (June 23, 1956), 12; “William L.
Rouse, Retired Architect” (Obituary), New York Times (August 20, 1963), 32; and Christopher Gray, “A Decision to
Save a Lump of Terra Cotta and Brick,” New York Times (December 29, 1996), R5.
24
For more on the Acton Garage, see Cara Youngsun Soh, Historical Development of the Twentieth Century Ramp
Parking Garage (Master’s Thesis, Columbia University School of Architecture, Planning, and Preservation, 2003),
12-14.
25
New Building applications filed by Rouse & Sloan from 1904 through August of 1907 consistently show the firm
as Rouse & Sloan, originally at 396 Broadway and later at 11 East 43rd Street. After April of 1908, Rouse’s name
appears alone on these applications, although he remained at 11 East 43rd Street. By the end of 1908, Rouse moved
to 12 West 32nd Street, the location of Rouse & Goldstone’s first office. New York City directories listed Rouse &
Sloan through 1907, and Rouse independently beginning in 1908.
26
These architects were members of “the first generation of Jews to enter the American architectural profession in
large numbers,” according to historians Andrew S. Dolkart and Susan Tunick, who note that “many of [their] clients
were also Jews, reflecting the emergence of established Jewish New Yorkers as a major force in the local building
and real estate communities.” Edward Blum briefly worked for Rouse & Sloan before forming his partnership with
George Blum in 1909. See Andrew S. Dolkart and Susan Tunick, George & Edward Blum: Texture and Design in
New York Apartment House Architecture (New York: Friends of Terra Cotta Press, 1993), 51. For summaries of the
careers of George and Edward Blum, Emery Roth, and Schwartz & Gross, see Audubon Park Designation Report,
91, 96-97, 99. Goldstone is buried with his wife, Aline Lewis Goldstone, in Shearith Israel Cemetery in Queens,
according to “Harmon Goldstone Dies at 89; Led New York Landmarks Commission,” New York Times (February
23, 2001), A17; in 1927, Rouse was listed in The National Jewish Blue Book, An Elite Directory (Philadelphia: The
Blue Book Publishing Company, 1927), 96.
27
Sources for this section include Annual Report of the Superintendent of Banks of the State of New York (Albany,
N.Y.: J.B. Lyon Company, 1915), 7-10, 30, 32; New York City Directories, 1786 to 1933/34; Manhattan Address
Telephone Directories, 1929 to 1993 (New York: New York Public Library, 1983-1994); “Only $501,053 Left by
Jarmulowsky”; New York City Department of Buildings, Borough of Manhattan New Building Record 25-1911;
and New York City Department of Taxes Photograph (c.1939).
28
New York County, Office of the Register, conveyance liber 298, page 354 (February 23, 1900).
29
New York County, Office of the Register, conveyance liber 81, page 87 (November 2, 1903).
30
“Bank and Office Building for Canal Street,” Real Estate Record and Guide (October 8, 1910), 573.
31
“Latest Dealings in Realty Field,” New York Times (May 28, 1911), XX1.
32
The building was officially completed on April of 1913, according to the new building docket of the New York
City Department of Buildings. The source for the May, 1912 opening date is Shulamith Z. Berger, “The Forward’s
Edifice Complex (Part II),” Lower East Side Jewish Conservancy website (May 2009,
archive.constantcontact.com/fs001/1102527958000/archive/1102586647711.html#LETTER.BLOCK12).
33
“Building for S. Jarmulowsky,” Architecture and Building (November 1912), 446-47.
34
New York County, Office of the Register, conveyance liber 151, page 237 (September 14, 1914).
35
“Jarmulowsky Freed,” New York Tribune (June 30, 1915), 4.
36
“3,000 Depositors in Riot at Bank,” New York Tribune (November 1, 1914), 6.
37
“Jarmulowsky’s Bank Closed by State,” New York Tribune (May 12, 1917), 16.

15 
 
                                                                                                                                                                                                
38
New York County, Office of the Register, conveyance liber 3184, page 122 (July 15, 1920). $200,000 was the
estimated cost listed by Rouse & Goldstone on the building’s New Building application; the $350,000 figure
appeared in “Latest Dealings in Realty Field.”
39
“The North American Bank” (Advertisement), New York Times (December 16, 1920), 34.
40
“$40 Check Issued by Arson Suspect,” New York Times (February 29, 1924), 18; “Now, More Than 30 Unit
Offices, More Than 300,000 Customers” (Advertisement), New York Times (June 6, 1928), 37.
41
Bureau of Buildings for the Borough of Manhattan, “Special Report” (November 7, 1912). The S. Jarmulowsky
Bank Building was characterized as a “bank and office building” on its New Building application; “Latest Dealings
in Realty Field,” as previously noted, called it a “strictly high-class tall bank and office building.” However, the
article “Quick Resale of Fifth Avenue Plot,” New York Tribune (January 21, 1911), 10, stated that “the bank proper
will occupy the first two floors, the rest of the building being given over to lofts and offices.”
42
The circa-1939 New York City Department of Taxes photograph of the building shows several signs mounted on
its exterior advertising tenants such as the All-American Sportswear Company and the New Deal Overall Company.
43
New York County, Office of the Register, conveyance liber 4389, page 12 (November 7, 1945); “Bankruptcy
Proceedings,” New York Times (October 29, 1963), 56; “Harry Perlman, 95, a Maker of Pianos,” New York Times
(April 2, 1966), 23.
44
Frank Angelino, LPC Public Hearing Testimony (June 23, 2009). Angelino was an attorney representing the
building’s owner at the public hearing.
45
Portions of this section are adapted from LPC, Bank of the Metropolis Designation Report (LP-1537) (New York:
City of New York, 1988), prepared by Lisa Koenigsberg; and Beaver Building Designation Report. Other sources
include Paul Goldberger, The Skyscraper (New York: Alfred A. Knopf, 1981), 3-47; Ada Louise Huxtable, The Tall
Building Artistically Reconsidered: The Search for a Skyscraper Style (New York: Pantheon Books, 1984), 26-39;
LPC, (Former) Germania Bank Building Designation Report (LP-2162) (New York: City of New York, 2005),
prepared by Donald Presa; LPC, (Former) Jamaica Savings Bank Designation Report (LP-2109) (New York: City
of New York, 2008), prepared by Elisa Urbanelli, Marjorie Pearson, and Michael D. Caratzas; and New York 1900,
145-201.
46
Significant tripartite skyscrapers from this period include the Renaissance Revival-style American Surety
Company Building (Bruce Price, 1894-96) at 100 Broadway; the Beaux Arts-inspired Broadway Chambers Building
(Cass Gilbert, 1899-1900) at the northwestern corner of Broadway and Chambers Streets; the neo-Renaissance-style
Flatiron Building (D. H. Burnham & Company, 1901-03) at the intersection of Fifth Avenue, Broadway, and 23rd
Street; and the neo-Gothic-style West Street Building (Cass Gilbert, 1905-07) at 90 West Street, all designated New
York City Landmarks.
47
New York 1900, 156.
48
“Quick Resale of Fifth Avenue Plot,” New York Tribune (January 21, 1911), 10.
49
Other tripartite skyscrapers using different materials to differentiate the base, shaft, and capital portions of their
facades include the Broadway Chambers Building, the Broad Exchange Building (Clinton & Russell, 1900-02, a
designated New York City Landmark) at 25 Broad Street, and the Beaver Building.
50
For more information on public clocks during this period, see LPC, Estey Piano Company Factory Designation
Report (LP-2195) (New York: City of New York, 2006), prepared by Michael D. Caratzas, 12-13.
51
On the removal of the rooftop pavilion, see Christopher Gray, “The Unmaking of a ‘Landmark,’” New York Times
(May 26, 1991), R7.
52
Melech Epstein, Jewish Labor in the U.S.A., 1882-1914 (New York: Trade Union Sponsoring Committee, 1950),
323, cited in LPC, Forward Building Designation Report (LP-1419) (New York: City of New York, 1986), prepared
by Shirley Zavin, 10. The plans for the Forward Building were filed on December 31, 1910 (Borough of Manhattan
New Building Record 778-1910). For more on the planning and construction of the Forward Building, see “The
Forward’s Edifice Complex (Part II).” Historian Ronald Saunders termed the area around Straus Square the “Old
Center”; see his Lower East Side: A Guide to Its Jewish Past in 99 New Photographs.

16 
 
                                                                                                                                                                                                
53
Ronald T. Castellano, LPC Public Hearing Testimony (June 23, 2009).
54
The building’s New Building application describes its façade materials as marble, brick, Indiana limestone, and
terra cotta.
55
“Quick Resale of Fifth Avenue Plot,” New York Tribune (January 21, 1911), 10.
56
“Building for S. Jarmulowsky,” Architecture and Building (November 1912), 447.

17 
 
 FINDINGS AND DESIGNATION

On the basis of a careful consideration of the history, the architecture, and other features of this
building, the Landmarks Preservation Commission finds that the S. Jarmulowsky Bank Building has a
special character and special historical and aesthetic interest and value as part of the development,
heritage, and cultural characteristics of New York City.

The Commission further finds that among its important qualities, the S. Jarmulowsky Bank
Building was described at the time of its construction as “the first strictly high-class tall bank and office
building” on the Lower East Side, with a design “equal in every respect [to] the highest grade banking
buildings throughout the city”; that it was completed in 1912 as the architectural showpiece of Sender
Jarmulowsky, one of the Lower East Side’s most prominent bankers; that Jarmulowsky achieved wealth
and fame on the Lower East Side by providing steamship tickets and banking services to the immigrants
of the neighborhood, which was then unrivaled as the world’s largest Jewish community; that Sender
Jarmulowsky was one of the Lower East Side’s leading philanthropists, playing an instrumental role in
the construction of the Eldridge Street Synagogue, which he led as its first president; that the S.
Jarmulowsky Bank Building, which was designed by the firm of Rouse & Goldstone, towered over the
tenements of the Lower East Side when it was completed in 1912, and was a pioneer in introducing the
prevailing skyscraper aesthetic of New York’s major office districts to the Lower East Side; that it was
executed in the “modern Renaissance style” and the tripartite configuration that was standard for tall
buildings of the time; that it originally housed the banking hall and offices of the Jarmulowsky Bank; that
the building features a wealth of Renaissance-inspired ornament on its rusticated limestone base and
ornate terra-cotta crown; that it was sold in 1920 after the death of Sender Jarmulowsky and the
subsequent failure of his bank, and housed a variety of industrial tenants into the twenty-first century; and
that the S. Jarmulowsky Bank Building remains one of the tallest and most distinctive buildings on the
Lower East Side.

Accordingly, pursuant to the provisions of Chapter 74, Section 3020 of the Charter of the City of
New York and Chapter 3 of Title 25 of the Administrative Code of the City of New York, the Landmarks
Preservation Commission designates as a Landmark the S. Jarmulowsky Bank Building, 54 Canal Street
(aka 54-58 Canal Street and 5-9 Orchard Street), Borough of Manhattan, and designates Manhattan Tax
Map Block 294, Lot 8 as its Landmark Site.

Robert B. Tierney, Chair

Pablo E. Vengoechea, Vice-Chair
Frederick Bland, Diana Chapin, Roberta Brandes Gratz,
Christopher Moore, Margery Perlmutter, Commissioners

18 
 
 S. Jarmulowsky Bank Building
54 Canal Street (aka 54-58 Canal Street, 5-9 Orchard Street), Borough of Manhattan
Main Orchard and Canal Street facades
Photo: Christopher D. Brazee, 2009

19 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Photo: Marianne S. Percival, 2007

20 
 
 S. Jarmulowsky Bank Building
Corner entrance and base of Canal Street façade
Photo: Marianne S. Percival, 2007

21 
 
 S. Jarmulowsky Bank Building
Upper stories of Orchard Street facade
Photo: Christopher D. Brazee, 2009

22 
 
 S. Jarmulowsky Bank Building
South facade
Photo: Christopher D. Brazee, 2009

23 
 
 S. Jarmulowsky Bank Building
West facade
Photo: Christopher D. Brazee, 2009

24 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Source: “Latest Dealings in Realty Field,” New York Times (May 28, 1911), XX1.

25 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Source: “Building for S. Jarmulowsky,” Architecture and Building (November 1912), 447.

26 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
New York City Department of Taxes Photograph (c.1939)

27 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Source: The New York Public Library Digital Collections (http://digitalgallery.nypl.org/nypldigital/id?1509187)
Courtesy of the Lionel Pincus and Princess Firyal Map Division, The New York Public Library,
Astor, Lenox, and Tilden Foundations

28 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades, c.1985
Source: LPC Files

29 
 
 Canal St

58 54

9
Block 294
Lot 8

Orchard St
Allen St

St
ion
D ivis

Map Legend
Designated Landmark Site

New York City Tax Map Lots

Pik

25
e

* Note: Map elements may not be to scale.

St

Feet

S. JARMULOWSKY BANK BUILDING (LP-2363), 54 Canal Street (aka 54-58 Canal Street; 5-9 Orchard Street).
Borough of Manhattan Tax Map Block 294, Lot 8.
Pik
e

Designated: October 13, 2009

St

Graphic Source: New York City Department of City Planning, MapPLUTO, Edition 09v1, 2009. Author: New York City Landmarks Preservation Commission, October 15, 2009, OTK.
 THE NEW YORK CITY LANDMARKS PRESERVATION COMMISSION
1 CENTRE STREET 9TH FLOOR NORTH NEW YORK NY I 0007
TEL: 2 I 2 669 -7700 FAX: 212 669 -7780

March 19, 2015

ISSUED TO:

Carl Weisbrod, Chair

City Planning Commission
22 Reade Street
New York, NY 10007

Re: LPC - 168762

MOU 16-9123
54 CANAL STREET
S. Jannulowsky Bank Build ing
INDIVIDUAL LANDMARK
Borough of Manhattan
Block/Lot: 294 I 8

At the Public Meeting of July 22, 2014 , following the Public Hearing of the same date , the Landmarks
Preservation Commission ("LPC") voted to issue a report to the City Planning Commission ("CPC") in
support of an application for the issuance of an Authorization, pursuant to Section 74 -71 I of the Zoning
Resolution for modifications of bulk with respect to height and setback waiversat the building located at 54
Canal Street ("the Designated Building") as put forward in your application completed on June 26 , 2014 , and
as you were informed in Status Update Letter 16-0651 (LPC 15-8672), issu ed on July 28 , 2014 . The
Designated Building is a neo -Renaissance style bank and office building designed by Rouse & Goldstone and
built in 1911- 12. The Designated Bu ilding is an Individual Landmark .

In voting ~o issue the report, the LPC found that the applicant has agreed to undertake facade work to rest ore
the Designated Building and bring it up to a sound, first -class condition; that the applicant has agreed to
establish and maintain a program for continuing maintenance to ensure that the Designated Building is
maintained in a sound, first -class condition; that a Restrictive Declaration ("Declaration") will be filed against
the_prope1[1Ywhich wil_l bind the _applicants and all heirs, successors and assigns to maintain the continuing
maintenance program m perpetuity .

Specifically , at the same Public Meeting of July 22 , 2014 an Public Hearing of the same date , the Commission
approved a proposal for the construction of a new marquee at the Orchard Street entrance; reconstruction of
the historic domed spired at the roof , and raising the height of the roof deck by 3'-0" as described in
Certificate of Appropriateness 16-9110 and Miscellaneous/ Am endment 16-9121 issued on March 19, 2015.
The applicant also agreed to perform restorative work as described Certificate of Appropriateness 14-5758
Page I
Issued: 03/ 19/15
DOCKET #: 168762
and Certificate of No Effect 14-5757 issued on July 16, 2013.

In reaching a decision to issue a favorable report to the CPC, the LPC found that the restorative work
approved pursuant to Certificate of Appropriateness 16-9 l l 0, Miscellaneous / Amendment 16-9121 ,
Certificate of Appropriateness 14-2886 and Certificate of No Effect 14-6055 will restore missing archite qtural
details and return the building closer to its historic appearances; that the restoration of the missing domed
spire , a historic character defining feature , will reinforce the special arch itectural and historic character of the
Individual Landmark; that the restorative work will bring the building up to sound first class condition and aid
in its long tenn preservation; that the implementation of a cyclical maintenance plan will ensure the conti ~ued
maintenance of the building in a sound, first -class condition; and that the owners of the designated building
have committed themselves to establishing a cyclical ma intenance plan that will be legally enforceable by the
Landmarks Preservation Commission under the provisions of a Restrictive Declaration, which will ~ind al~
heirs , successors and assigns, and wh ich will be recorded at the New York County Registrar's Office.

The Declaration requires the Declarant to commission a qualified preservation profess ional, whose dreden tials
are to be approved by LPC, to undertake inspections every five years of the Designated Building's e1terior
and such portions of the interior, which , if not properly maintained, would cause the Designated Bui lding to
deteriorate. The Declarant is required to perform all work identified in the resulting professional reports as
being necessary to maintain the Des ignated Building in a sound, first class cond .ition, and shall make such
repairs within time periods approved by the LPC.

Please note that the restoration work must be completed and approved by the Landmarks Preservatiolil
Commission before the owners may app,'y for or acc~pt _a temporary Certificate o~ O_ccupanc_y or a pefmanent
Certificate of Occupancy from the Department ofBrnldmgs for the area of the build mg that 1s the subject of
this special permit.

The staff of the Commission is available , to assist you with these matters. Please direct inquiries to Carolin t1
Kane Levy.

~~
Meenakshi Srinivasan
Chair

cc: Caroline Kane Levy, Deputy Director of Preservation, LPC; John Weiss, Deputy Counsel , LPC; fSteve
Orefice , Nine Orchard; Ronald T. Castellano, Studio Castellano Architect, P.C.

Page 2
Issued : 03/ 19/ 15
DOCKET #: 168762
 EXHIBIT G
ICAP Application
 SEIDEN & SCHEIN, P.C.
ATTORNEYS AT LAW
570 Lexington Avenue
New York, New York 10022

Telephone: (212) 935-1400

Fax: (212) 593-4545

To: Jeremy Selman; Jinny Yoo; Roy Alpert

From: Jay G. Seiden
Date: February 1, 2012
Re: 5 Orchard Street
ICAP Application Issues

An important condition of the ICAP program requires that an ICAP Preliminary

Application be filed prior to the issuance of a construction permit by DOB. In reviewing DOB
records for 5 Orchard Street and 60 Canal Street, it appears that a few permits have recently been
issued for these addresses and remain open. In order for your project to remain eligible for ICAP
benefits, it is necessary to ensure that no future permits or construction work relate, in any way,
to the work for which DOB permits have already been issued.

For 5 Orchard Street, two permits have been issued (Job no. 120276085) for work to
repair an existing dry standpipe and to remove an existing violation. If this work is to be
completed, it must be completed pursuant to these two permits, separate and apart from any
future permits that may be issued. This work cannot be made a part of any future filings.

For 60 Canal Street, a permit has been issued (Job no. 120789290) to repair the front
façade of the existing building. Once again, if this façade work is to continue, it must continue
pursuant to this permit. It should not be completed pursuant to a future permit that includes other
work.

In short, any future permits should not include, as part of the DOB application, any of the
work described above. Such actions run the risk of making the entire project ineligible for ICAP
benefits. Please let us know the status of the work described in the previously issued permits
described above, and if you plan on continuing such work.

In addition, please be reminded that the ICAP requires certain filings to be made with the
Department of Small Business Services. These filings include (1) Construction Employment
Reports (CERs) for the applicant, construction manager and any subcontractor with a contract
value of $1,000,000 or more, and (2) M/WBE compliance report showing that three M/WBEs
have been solicited for each subcontract. The applicant’s CER, as well as the construction
manager’s, must be filed prior to the start of work on the project. Each subcontractor’s CER
must be filed prior to that subcontractor’s start of work.
 SEIDEN & SCHEIN, P.C.
ATTORNEYS AT LAW
570 Lexington Avenue
New York, New York 10022

Telephone: (212) 935-1400

Fax: (212) 593-4545

Industrial and Commercial Abatement Program (“ICAP”) Application Filings and

Requirements

I. Before Commencement

A. File Preliminary Application with the Department of Finance (“DOF”)

prior to issuance of any building permit.

1. Seiden & Schein, P.C. (“S & S”) will file the Preliminary
Application based upon information received from the client. The
Preliminary Application must be signed by a representative of the
applicant entity (the “Applicant”).

B. Prepare ICAP Rider to Construction Manager/General Contractor

(“CM/GC”) Contract.

1. A draft of the rider will be provided by S & S. This rider should

be inserted into the Applicant’s contracts with the project’s
CM/GC and will require the CM/GC to comply with the various
requirements of the ICAP.

C. File Department of Small Business Services (“DSBS”) documentation

(Construction Employment Report and Equal Employment Opportunity
Statement, collectively, the “DSBS Documentation”) for Applicant and
CM/GC (at least 15 days prior to start of construction work and prior to
the soliciting for and awarding of any subcontracts).

1. The Applicant must complete/provide the Applicant DSBS

Documentation and the CM/GC must complete/provide its own
DSBS Documentation.

2. S & S will then file the DSBS reports on behalf of these entities
and schedule a pre-award meeting with DSBS.

D. Attend DSBS pre-award meeting.

1. At the DSBS pre-award meeting, a representative of DSBS will

explain the reporting requirements of the agency.
 2. A person authorized to sign on behalf on each entity that filed
DSBS Documentation must attend the pre-award meeting. A
representative from S & S will attend, as well.

3. In most cases, DSBS takes approximately 2 weeks to schedule a

pre-award meeting.

E. Prepare ICAP Rider to Subcontract.

1. A draft of the rider will be provided by S & S. This rider should

be inserted into the Applicant’s and/or CM/GC’s contracts with the
project’s subcontractors and will require the subcontractor to
comply with the various requirements of the ICAP.

F. Perform Outreach Activities and solicit Minority/Women-owned Business

Enterprise (“M/WBE”) bids.

1. The Applicant and CM/GC should work together to ensure these

requirements are fulfilled.

2. Three M/WBE bids must be solicited for each subcontract

awarded. There is no requirement to hire any M/WBEs.

G. File DSBS Documentation for subcontractors with a total contract value of

$1,000,000 or more prior to the start of their work on the project.

1. These reports should be filed by the CM/GC or subcontractors

directly with DSBS.

2. Any subcontractor who files DSBS Documentation must also

attend a pre-award meeting prior to the start of its work on the
project. In most cases, DSBS takes approximately 2 weeks to
schedule a pre-award meeting.

H. Any subcontractor whose total contract value is less than $1,000,000

should not file the DSBS Documentation discussed previously, but should
submit to DSBS the one-page “Less than $1,000,000 Subcontractor
Certificate.”

1. This should be filed either by the CM/GC or the individual

subcontractor prior to the subcontractor’s start of work on the
project. Any subcontractor whose total contract value is less than
$1,000,000 need not attend a pre-award meeting.

2
 2. If the value of the contract with any subcontractor who files a
“Less than $1,000,000 Subcontractor Certificate” is later amended,
due to change orders or any other reason, to reach a total value of
$1,000,000 or more, the subcontractor then must file the complete
DSBS Documentation and attend a pre-award meeting with DSBS.
Likewise, if the subcontractor enters into a second contract which
brings the total value of all of its contracts to $1,000,000 or more,
the subcontractor must file the complete DSBS Documentation and
attend a pre-award meeting.

I. Pull building permit from the Department of Buildings

1. This will be done by the project’s expeditor or architect.

2. No building permit should be pulled until S & S confirms that all

prior requirements have been fulfilled.

J. Notify DOF and DSBS of commencement at least 15 business days prior

to commencing construction.

1. S & S will provide notification to DOF and DSBS based upon

information provided by the Applicant.

2. Commencement should not take place until S & S confirms all

prior requirements have been fulfilled.

II. During Construction

A. Publish Legal Notice.

1. S & S will contact the publisher (generally, the New York Post) to
determine the cost of publication, which depends upon the length
of the notice to be published. S & S will request the publication
fee from the Applicant and have the legal notice published.

B. Final Application must be filed within 1 year of initial building permit.

1. S & S will provide Applicant with a list of required materials to

prepare the Final Application.

2. S & S will file the Final Application based upon said materials
after the Final Application is sent to Applicant for signature.

3. As part of the Final Application, the Applicant must affirm that

within the seven years immediately preceding the date of the
Preliminary Application, neither the Applicant nor any person

3
 having a substantial interest in the property, nor any officer,
director or general partner of the Applicant or such person was
finally adjudicated by a court of competent jurisdiction to have
violated § 235 of the real property law (which deals with
harassment) or any section of article 150 of the penal law (which
deals with arson) or any similar arson law of another state with
respect to any building, or was an officer, director or general
partner of a person at the time such person was finally adjudicated
to have violated such law.

4. The Applicant must also set forth if there are any charges that are
pending which allege violation of § 235 of the real property law or
any section of article 150 of the penal law or any similar arson law
of another jurisdiction with respect to any building by the
Applicant or any person owning a substantial interest in the
property, or any officer, director or general partner of the
Applicant or such person.

5. Substantial interest is defined as ownership and control of an

interest of 10% or more in the property or any person owning the
property.

C. Be prepared for possible site visits by DOF and DSBS.

1. DOF may inspect the site to ensure, among other reasons, that the
property is being/will be used for commercial purposes.

2. A representative from DOF’s assessor’s office may inspect the site

prior to each taxable status date (January 5th) to re-assess the
property.

3. DSBS may inspect the site to ensure DSBS compliance.

D. Applicant and CM/GC should continue to solicit M/WBE bids for new
contracts.

E. Continue to file DSBS documentation for subcontracts ($1,000,000 or

more) prior to start of their work on the project.

1. These reports should be filed by the CM/GC or subcontractors

directly with DSBS.

2. Any subcontractor who files DSBS documentation must also

attend a pre-award meeting prior to the start of its work on the
project.

4
 F. Each month during the construction period, any contractor/subcontractor
with construction laborers and whose contract value is $1,000,000 or more
(i.e. those that attended a pre-award meeting) must file Monthly
Workforce Utilization Reports and Weekly payroll reports.

1. These reports must be filed with DSBS no later than the 15th day of
the following month. Payroll reports should be kept weekly, but
submitted monthly.

2. The original reports should be filed with DSBS directly by each

subcontractor to whom this requirement applies. Copies should be
sent to S & S.

G. File interim construction reports with DOF every June 5th and December
5th which include a description of the construction work performed to date.

1. S & S will file these reports based on information received from

the Applicant.

2. December 5th filing should also include an update regarding the

construction cost expenditures.

H. When construction is approximately 80% complete, notify DSBS and

close out project.

1. S & S will notify DSBS of status of construction based upon

information received from the Applicant. DSBS will then review
its file and issue to DOF an approval letter.

2. If any additional information is needed by DSBS, S & S will

contact the relevant entity.

III. After Completion of Construction

A. Complete construction within 5 years of date of issuance of initial building

permit.

B. Notify DOF within 15 days of completion of project.

1. Completion is defined by Final CO or when DOF has otherwise

determined that construction .

2. S & S will notify DOF when notified by Applicant.

5
 C. File Certificate of Completion no later than 60 days from issuance of final
CO.

1. S & S will provide Applicant with a list of required materials to

prepare the Certificate of Completion, which includes a statement
by a certified public accountant of the project cost and a
breakdown of when such costs were expended.

2. S & S will file the Certificate of Completion based upon said

materials.

D. Submit certified statement that applicant has made the minimum required
expenditure no later than 4 years and 60 days from date of issuance of first
building permit.

1. S & S will provide Applicant with form of certification and file

said certification on Applicant’s behalf.

IV. Ongoing Requirements

A. File Income and Expense statements each year.

1. This is Applicant’s responsibility. Such filings would be required

by NYC regardless of an ICAP application.

B. As instructed by DOF, file Certificate of Continuing Use (“CCU”)

biennially with DOF prior to January 5th.

6
 EXHIBIT H
Construction Schedule
9 Orchard Street - Development Schedule
2014 2015 2016 2017 2018 2019

Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar

1 Core & Shell Construction

2 Excavation for subcellar at 9 Orchard
3 Exterior Restoration
4 Foundation work
5 Interior concrete structural work 9 Orchard
6 60 Canal Façade Work
7 West Wall Openings
8 9 Orchard Structural Steel work
9 9 Orchard Exterior restoration
10
11 Design - Hotel, BOH & F&B
12 PROGRAM REVIEW & CONFIRMATION
13 DLJ Program Review & Confirmation
14 Program / Layout 3-12
15 Program / Layout Cellar -2
16 DLJ Final Approval
17
18 Design Development
19 Update Backgrounds
20 Issue Backgrounds For Coordination (MEP, Structural, Lighting, ADA, Kitchen)
21 75% Design Development
22 75% DD Estimate Update
23 DLJ Approval - Design / Budget
24 Issue Backgrounds For Final Coordination (MEP, Structural, Lighting, ADA, Kitchen)
25 100% Design Development
26
27 FF&E
28 FF&E Design
29 FF&E Design 3-12
30 FF&E Design Cellar-2
31 FF&E Package for Procurement
32 Samples & Mockups
33 FF&E Procurement
34 FF&E Production
35
36 Interior Construction Docs
37 75% CD's - For Bid & Filing
38 100% Construction Documents
39
40 60 Canal Street (TCO)
41 Construction - TCO
42 DOB Construction Inspection
43 TCO
44 Post TCO Work
45
46 9 Orchard Core & Shell
47 Structural Work / Roof Work / Enclosure
48 Elevators
49 1st Floor & Vault Work
50 Physical Merger of 60 Canal & 9 Orchard
51 Sign-off
52
53 Interior Work
54 Issue for Bid - 75% CD Package
55 Building Infrastructure
56 Base Building - Floor Leveling / Framing
57 Base Building - Sprinkler / Fire Alarm
58 MEP Infrastructure
59 Low Voltage Infrastructure
60 Fit Out
61 Lobby Restoration
62 Base Work (Patching, fire proofing, rough-in, etc.)
63 Fit Out (Sheet Rock, Millwork, Fixtures, etc.)
64 FF&E Installation
65 TCO Construction Inspection 1 day
66 Sign-off / TCO 3 wks
67 Hotel Opens
68
69 Permiting
70 Receive Merger PAA
71 DOF Tax Lot Approval (Domani)
72 Merger Approved
73 City Panning - (Roof Elev)
74 Ulurp (Blue Print / Pre-Cert Process)
75 Environmental study revised - Jim Heinaman
76 LPC Approval
77 SHPO Approval
78 Liquor License Determination

*Certain pre-development work was started and/or completed prior to 2014, including the
following: demolition, asbestos removal, excavation and foundation work.
 EXHIBIT I
Development Cash Flow
DEVELOPMENT CASH FLOW

a b c d e MAY 17 JUN 17 JUL 17 AUG 17 SEP 17 OCT 17 NOV 17 DEC 17

Description Budget cost-date balance Less items Balance to Mo. 1 Mo. 2 Mo. 3 Mo. 4 Mo. 5 Mo. 6 Mo. 7 Mo. 8
not captured capture
Acquisition 41,700,943 (41,700,943) 0 0
Hard Costs 3,522,768 (3,268,972) 253,796 253,796 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035
FF&E/OSE 10,780,495 (170,409) 10,610,085 10,610,085
Soft Costs 26,338,007 (20,049,353) 6,288,654 6,288,654 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420
Construction

Foremost APPLICATION 38,431,587 (34,209,838) 4,221,749 4,221,749 422,175 422,175 422,175 422,175 422,175 422,175 422,175 422,175

Site Security - allow 12 months 414,000 414,000 414,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000
Safety Manager - allow total
300,000 300,000 300,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000 25,000
duration
Construction Manager - General
conditions (10 months Core & 2,000,000 2,000,000 2,000,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000
Shell)
Scaffolding / Sidewalk - assume
189,000 189,000 189,000 21,000 21,000 21,000 21,000 21,000 21,000 21,000 21,000
thru October 2017
Scaffolding (rockledge / façade
tarp change order & 100,000 100,000 100,000 33,333 33,333 33,333
reconfiguration)
Bulletin #30
(demo/structural/concrete/façad 300,000 300,000 300,000 15,000 15,000 30,000 60,000 105,000 60,000 15,000
e/temp power/hoist)
Existing 12th floor roof repairs +
concrete (parkside change 100,000 100,000 100,000 33,333 33,333 33,333
order)
Dome Spire (KNS change order
100,000 100,000 100,000 50,000 25,000 25,000
for under review for structure)
New Elevator Contractor
(increase of 10% for balance to 99,745 99,745 99,745 33,248 33,248 33,248
finish)
Elevator cab finishes 75,000 75,000 75,000

Permanent power (con-ed) 25,000 25,000 25,000 12,500 12,500

Exterior Lighting 500,000 500,000 500,000 125,000

Exterior Canopies 50,000 50,000 50,000

Exterior signage / Branding 100,000 100,000 100,000

Demo 60 Canal after (TCO)
15,000 15,000 15,000 15,000
works
Mock ups 50,000 50,000 50,000 10,000 10,000 10,000 10,000
7th Floor:

Demo New 450sf Construction

10,000 10,000 10,000 10,000
7th floor & patch roof

New construction 7th floor 213,750 213,750 213,750 42,750 42,750

Penthouse 14th floor / Roof
Deck:
Penthouse Event Space/ ADA lift
631,975 631,975 631,975 78,997 78,997
/ dunnage

General
1st & 2nd floor millwork
300,000 300,000 300,000
allowance
All floors: Ceiling patching /
leveling / fire stopping & proofing 397,480 397,480 397,480 44,164 44,164 44,164 44,164 44,164
etc
Finishes to egress stairs 42,000 42,000 42,000

Floors cellar-12: clean interior

80,000 80,000 80,000 20,000 20,000 20,000 20,000
walls (Remove tar etc)
Reconstruct brickwork (SHPO)
0 0 0 0 0 0
lower floors

Page 1 Budget Cashflow

Floors 7-12: Small roof balcony
108,000 108,000 108,000 27,000 27,000
(handrail & floor finish) 2 sides

60 Canal St: Remove existing

elevator shaft (floors 2-6) &
375,000 375,000 375,000 62,500 62,500 62,500
stairs A & B (floors sub cellar - 6)
after TCO floors & structural infill

Minor modification &

168,000 168,000 168,000 33,600 33,600 33,600 33,600
reconfiguration to existing risers
Localized structural strengthen
0 0 0 0 0 0
of columns
Overtime 350,000 350,000 350,000 19,444 19,444 19,444 19,444 19,444 19,444
Construction Interior walls (sub
2,225,888 2,225,888 2,225,888 111,294
cellar-12)
Feature stair (including
0 0 0
demo/structural/finishes)

Elevator shaft walls (9 Orchard) 360,000 360,000 360,000 36,000 72,000 90,000 90,000

Sidewalk/repairs 250,000 250,000 250,000

Sidewalk/new steel 100,000 100,000 100,000
Landscaping (exterior) 75,000 75,000 75,000
Green roof (7th floor) 85,620 85,620 85,620
Exterior deck construction (14th) 218,790 218,790 218,790
Temporary tenting/structure (14th) 0 0 0
Fee & Insurance on the above
624,555 624,555 624,555 22,840 22,240 24,307 23,451 31,227 41,187 45,897 56,625
@ 6%
MEP 16,893,000 16,893,000 16,893,000 168,930 337,860 844,650 1,689,300 2,111,625
Guest rooms Type S 2,000,000 2,000,000 2,000,000
Guest rooms Type M 1,950,000 1,950,000 1,950,000
Guest rooms Type L 1,950,000 1,950,000 1,950,000
Guest rooms Type XL 455,000 455,000 455,000
Corridors - (floors 3-12) 762,200 762,200 762,200
Sub cellar - BOH / Storage/ MEP
139,545 139,545 139,545
rooms
Cellar - Kitchen 145,260 145,260 145,260
Cellar - BOH 264,165 264,165 264,165

1st - Dining / Bar / Reception 1,443,600 1,443,600 1,443,600

1st - Kitchen / BOH 121,940 121,940 121,940

Hotel Lobby & 2nd Floor room
765,685 765,685 765,685
SE corner (SHPO)
2nd Floor - Event Space 905,450 905,450 905,450
2nd Floor Kitchen / BOH 108,300 108,300 108,300

Construction Manager - General

2,800,000 2,800,000 2,800,000
conditions (14 months Interiors)
Fee & Insurance on the above
1,842,249 1,842,249 1,842,249 10,136 20,272 50,679 101,358 126,698
@ 6%

Contingency 14,461,987 14,461,987 14,461,987

85,534,552

TOTAL 178,815,984 (99,399,515) 79,416,469 0 79,416,469 1,110,136 1,099,536 1,136,047 1,300,004 1,616,446 2,329,603 3,308,140 3,945,327
check 0 Cashflow contingency 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782
Total Cashflow 1,738,918 1,728,318 1,764,829 1,928,786 2,245,228 2,958,385 3,936,922 4,574,109

Developer Fee 12,000,000

TOTAL with Developer fee 76,954,482 1,110,136 1,099,536 1,136,047 1,300,004 1,616,446 2,329,603 3,308,140 3,945,327
Contingency 14,461,987 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782
Total with Developer Fee and Contingency 91,416,469 1,738,918 1,728,318 1,764,829 1,928,786 2,245,228 2,958,385 3,936,922 4,574,109

Page 2 Budget Cashflow

JAN 18 FEB 18 MAR 18 APR 18 MAY 18 JUN 18 JUL 18 AUG 18 SEP 18 OCT 18 NOV 18 DEC 18 JAN 19 FEB 19 MAR 19 TOTALS
Mo. 9 Mo. 10 Mo. 11 Mo. 12 Mo. 13 Mo. 14 Mo. 15 Mo. 16 Mo. 17 Mo. 18 Mo. 19 Mo. 20 Mo. 21 Mo. 22 Mo. 23

11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 11,035 253,796
2,122,017 2,122,017 2,122,017 2,122,017 2,122,017 10,610,085
273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 273,420 6,288,654

422,175 422,175 4,221,749

18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 18,000 414,000

25,000 25,000 25,000 25,000 300,000

200,000 200,000 2,000,000

21,000 189,000

100,000

300,000

100,000

100,000

99,745

25,000 25,000 25,000 75,000

25,000

125,000 125,000 125,000 500,000

25,000 25,000 50,000

25,000 25,000 25,000 25,000 100,000

15,000

10,000 50,000
0

10,000

42,750 42,750 42,750 213,750

78,997 78,997 78,997 78,997 78,997 78,997 631,975

75,000 75,000 75,000 75,000 300,000

44,164 44,164 44,164 44,164 397,480

7,000 7,000 7,000 7,000 7,000 7,000 42,000

80,000

Page 3 Budget Cashflow

 27,000 27,000 108,000

62,500 62,500 62,500 375,000

33,600 168,000

0 0 0

19,444 19,444 19,444 19,444 19,444 19,444 19,444 19,444 19,444 19,444 19,444 19,444 350,000

222,589 333,883 445,178 556,472 333,883 166,942 55,647 2,225,888

0 0 0 0 0 0 0

72,000 360,000

50,000 50,000 50,000 50,000 50,000 250,000

20,000 20,000 20,000 20,000 20,000 100,000
15,000 15,000 15,000 15,000 15,000 75,000
17,124 17,124 17,124 17,124 17,124 85,620
43,758 43,758 43,758 43,758 43,758 218,790
0 0 0 0 0 0

60,543 67,777 53,335 53,698 42,192 32,176 19,085 8,247 5,247 3,747 3,747 3,747 1,080 1,080 1,080 624,555

2,533,950 2,956,275 2,533,950 2,111,625 844,650 253,395 168,930 168,930 168,930 16,893,000
50,000 80,000 150,000 250,000 400,000 500,000 300,000 200,000 50,000 20,000 2,000,000
97,500 195,000 292,500 390,000 292,500 243,750 97,500 97,500 97,500 97,500 48750 1,950,000
97,500 195,000 292,500 390,000 292,500 243,750 97,500 97,500 97,500 97,500 48750 1,950,000
45,500 45,500 45,500 45,500 45,500 45,500 45,500 45,500 45,500 45,500 455,000
76,220 76,220 76,220 76,220 76,220 76,220 76,220 76,220 76,220 76,220 762,200

23,258 23,258 23,258 23,258 23,258 23,258 139,545

24,210 24,210 24,210 24,210 24,210 24,210 145,260

37,738 37,738 37,738 37,738 37,738 37,738 37,738 264,165

72,180 144,360 216,540 288,720 324,810 252,630 144,360 1,443,600

24,388 24,388 24,388 24,388 24,388 121,940

38,284 76,569 114,853 153,137 153,137 114,853 57,426 57,426 765,685

45,273 90,545 135,818 181,090 181,090 135,818 67,909 67,909 905,450

27,075 27,075 27,075 27,075 108,300

200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 200,000 2,800,000

152,037 192,377 192,611 203,025 156,315 150,884 142,281 113,463 74,433 43,788 34,467 31,003 22,423 12,000 12,000 1,842,249

4,462,204 5,302,679 4,629,503 4,819,886 3,791,417 3,518,509 3,135,268 2,434,652 1,692,129 1,124,226 3,081,588 3,020,386 2,821,695 2,637,551 2,637,551 64,954,482
628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 14,461,987
5,090,986 5,931,461 5,258,285 5,448,668 4,420,199 4,147,291 3,764,050 3,063,434 2,320,911 1,753,008 3,710,370 3,649,168 3,450,477 3,266,333 3,266,333 79,416,469

12,000,000 12,000,000

4,462,204 5,302,679 4,629,503 4,819,886 3,791,417 3,518,509 3,135,268 2,434,652 1,692,129 1,124,226 3,081,588 3,020,386 2,821,695 2,637,551 14,637,551 76,954,482
628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 628,782 14,461,987
5,090,986 5,931,461 5,258,285 5,448,668 4,420,199 4,147,291 3,764,050 3,063,434 2,320,911 1,753,008 3,710,370 3,649,168 3,450,477 3,266,333 15,266,333 91,416,469

Page 4 Budget Cashflow

 EXHIBIT J
Recording of Landmark Designation & Final Report By NYC Landmarks Preservation
Commission
 Landmarks Preservation Commission
October 13, 2009, Designation List 419
LP-2363

S. JARMULOWSKY BANK BUILDING, 54 Canal Street (aka 54-58 Canal Street, 5-9 Orchard Street),
Borough of Manhattan. Built 1911-12; Rouse & Goldstone, architects.

Landmark Site: Borough of Manhattan Tax Map Block 294, Lot 8.

On June 23, 2009, the Landmarks Preservation Commission held a public hearing on the proposed
designation of the S. Jarmulowsky Bank Building (Item No. 17). The hearing had been duly advertised in
accordance with the provisions of law. Five witnesses spoke in favor of the building’s designation, including a
representative of Council Member Alan J. Gerson; Joyce Mendelsohn, author of The Lower East Side Remembered
and Revisited; and representatives of the Bowery Alliance of Neighbors, the Historic Districts Council, and the
Museum at Eldridge Street. Two representatives of the building’s owner also testified, stating that the owner had no
objection to its designation.

Summary
Called “the first strictly high-class tall bank and office
building” on the Lower East Side, with a design “equal in
every respect [to] the highest grade banking buildings
throughout the city,” the S. Jarmulowsky Bank Building was
completed in 1912 as the architectural showpiece of one of the
neighborhood’s most prominent bankers. Born in 1841 in what
was then the Russian province of Lomza, its owner, Sender
Jarmulowsky, established his business on the Lower East Side
in 1873 and was operating at this location by 1878. Known for
his honesty and conservative financial approach, Jarmulowsky
grew wealthy over the following three decades providing
steamship tickets and banking services to the immigrants of
the surrounding neighborhood, which was unrivaled as the
world’s largest Jewish community. He was also one of the
Lower East Side’s leading philanthropists, playing an
instrumental role in the construction of the Eldridge Street
Synagogue, and serving as its first president.
In 1911, the firm of Rouse & Goldstone filed plans for
this twelve-story building, which towered over the tenements
of the Lower East Side when it was completed the following
year. A pioneer in introducing the prevailing skyscraper
aesthetic of New York’s major office districts to the
neighborhood, the S. Jarmulowsky Bank Building was
executed in the “modern Renaissance style” and the tripartite
configuration that was standard for tall buildings of the time.
Accessed through a classical corner entrance, Jarmulowsky’s
banking hall and offices were housed in the building’s
rusticated stone base; manufacturing lofts occupied the rest of the building, including its ornate terra-cotta
crown. Sender Jarmulowsky died shortly after the building’s opening, and his bank failed in 1917. The
building was then sold by his sons, and continued to house a variety of industrial tenants into the twenty-
first century. Today, the richly decorated S. Jarmulowsky Bank Building remains one of the area’s tallest
and most distinctive buildings, and one of a handful of structures that “encapsulate the Jewish immigrant
experience” on the Lower East Side.
 DESCRIPTION AND ANALYSIS

Manhattan’s Lower East Side1

The Lower East Side of Manhattan is one of New York’s, and the country’s, most storied
neighborhoods. Historically defined as the area east of Broadway, extending from the vicinity of the
Brooklyn Bridge north to 14th Street, its name is synonymous with the American immigrant experience.
Although immigrants from around the world, from East Asia to Western Europe, have settled on the
Lower East Side since the mid-nineteenth century, the neighborhood is most strongly associated with
Jewish history and culture: from the 1880s to the 1920s, it was the country’s center of Jewish life and “the
single largest Jewish community in the world, unrivaled … in terms of the sheer number of Jews who
lived in close proximity to each other.”2 The historic core of this community was present-day Straus
Square, located at the intersection of Canal Street, Essex Street, and East Broadway, just east of the
skyscraper constructed by Sender Jarmulowsky for his bank.3
Prior to the arrival of European fur traders and the Dutch West India Company, the
neighborhood, like much of the Metropolitan Region, was populated by bands of Lenape Indians, who
had an encampment in what would come to be known as Corlears Hook on the Lower East Side. Under
the Dutch, the Lower East Side was divided into several large farms that were worked by slaves. By the
mid-1700s, with New York under British control, the 300-acre farm located roughly between present-day
Division and Rivington Streets was owned by James DeLancey, who served as Chief Justice, Lieutenant
Governor, and Governor of New York Province. (His slave, Othello, was hanged as a conspirator
following the slave uprising of 1741.) Upon DeLancey’s death in 1760, his son, also named James,
inherited his property; the land was soon surveyed into blocks and lots, and Stanton, Delancey, Grand,
and Rivington Streets were laid out. A British Loyalist, DeLancey left New York for good in 1775, and
after the Revolutionary War, his lands, like those of other Loyalists, were confiscated and sold off by the
State. The S. Jarmulowsky Bank Building stands on property that was once part of the DeLancey farm, at
the southwestern corner of Orchard Street—named for the DeLanceys’ “magnificent orchard”—and
Canal Street, named for a canal constructed in the early nineteenth century to drain the fetid Collect Pond
just north of City Hall.4
Commercial buildings and residences for craftsmen and laborers were being constructed on the
former DeLancey estate by the beginning of the nineteenth century, and by the 1820s, the Lower East
Side was a desirable area. By the 1840s, the affluent had started abandoning the area south of Houston
Street, and the neighborhood’s first purpose-built tenements were being constructed as increasing
numbers of immigrants settled on the Lower East Side. Many of these newcomers were Irish-Americans;
Irish immigration to New York—and the settlement of Irish immigrants on the Lower East Side—rapidly
increased following the beginning of Ireland’s Great Famine in 1845. Soon afterward, German
immigrants, fleeing unemployment, religious oppression, famine, and the European Revolutions of 1848,
also moved into the area. The city’s German population grew from about 24,000 in the mid-1840s to over
400,000 by 1880; by then, almost the entire Lower East Side was known as Kleindeutschland, or “Little
Germany.” Many German immigrants, including German Jews, prospered in the manufacture and
wholesaling of textiles and apparel, setting up businesses on Canal Street that served the department
stores and other retailers of nearby Grand Street, which was then one of the city’s major shopping streets.5
Up to the 1870s, no distinctly Jewish neighborhood existed in New York; German Jews, who
accounted for most of the city’s Jewish population, generally settled within the larger Kleindeutschland
community. That would soon change, as hundreds of thousands of Jews, primarily from Russia and
Poland, started fleeing pogroms and poverty in their homelands in the early 1880s. From 1881 to 1924,
the year in which the so-called “Quota Law” drastically cut U.S. immigration from Eastern Europe, one-
third of Eastern Europe’s Jews left their homes, with most seeking refuge in the United States. Between
1880 and 1910, approximately 1.1 million Jews moved to New York City, and between 1880 and 1890,
three-quarters of these newcomers settled on the “East Side,” as the Lower East Side was commonly
called at that time. Within the neighborhood, Jewish immigrants typically lived within defined ethnic
quarters with others from their home regions; the S. Jarmulowsky Bank Building was erected within the

2 
 
largest of these enclaves, which housed Russian, Ukrainian, Polish, and Lithuanian Jews, and covered
most of the area east of the Bowery and south of Grand Street. Although late-nineteenth- and early-
twentieth-century transportation improvements efficiently dispersed the Lower East Side’s Jewish
population to Yorkville, Harlem, Brooklyn, and the Bronx, more than 300,000 Jews still filled the
neighborhood’s tenements at the dawn of World War I, with some living at densities of more than 1,000
persons per acre.
Largely unskilled, Eastern European Jews commonly toiled in sweatshops, although many
immigrants and their children studied their way out of this grueling life to become doctors, dentists,
lawyers, and other professionals. The sweatshops’ stingy wages and deplorable conditions encouraged the
formation of a strong working-class consciousness and robust labor movement; as the heart of the Jewish
Lower East Side, Straus Square (then called Rutgers Square) was a locus of political activity, the
neighborhood’s “Hyde Park.”6 Indeed, the vicinity of Straus Square was the political, intellectual, and
economic center of the neighborhood. East Broadway across from Seward Park was “Yiddish newspaper
row,” the home, most famously, of the Jewish Daily Forward.7 The Rundbogenstil building of the
Education Alliance (Brunner & Tryon, 1889-91), stood at the corner of East Broadway and Jefferson
Street, erected by German Jews to provide educational services to newly arrived Jewish immigrants and
speed their assimilation into American life. The busy Seward Park Branch of the New York Public
Library (Babb, Cook & Welch, 1909) was one of the city’s largest branch libraries at the time of its
opening, and the Straus Square area was considered “the financial and business center of the Jewish
quarter on the East Side,” home not only to Jarmulowsky’s bank but that of his sons Meyer and Louis,
which was housed in an elaborately decorated building on East Broadway resembling a “Moorish
mosque.”8
With the passage of the Quota Law, the expansion of the subway system, the construction of
affordable and more spacious housing in the Outer Boroughs and other areas of Manhattan, and the
movement of the city’s garment industry to the streets of the West 30s, the Jewish population of the
Lower East Side—and the neighborhood’s population in general—declined precipitously in the 1920s.
After World War II, thousands of Puerto Ricans, newly arrived in New York, settled on the Lower East
Side, and they were joined, starting in the 1960s, by natives of El Salvador, Nicaragua, Mexico, and the
Dominican Republic. Chinatown, the formerly Cantonese enclave centered on Mott Street near Chatham
Square, has boomed in the past four decades; with the arrival of immigrants from other areas of China and
other East Asian countries, it has jumped Canal Street to claim much of Little Italy, and has spread along
East Broadway to Straus Square. At the same time, the Lower East Side has shrunk in geographical size,
as gentrified areas north of Houston Street have been renamed NoHo and the East Village. Still, the
Lower East Side remains a vibrant immigrant neighborhood, and the S. Jarmulowsky Bank Building
remains one of its great landmarks, towering above its surroundings and recalling a vanished era in which
it was a significant component of the world’s largest Jewish community. In the words of Amy Milford of
the Museum at Eldridge Street, the S. Jarmulowsky Bank Building is one of a select group of buildings on
the Lower East Side that “encapsulate the Jewish immigrant experience” and “announced the East
European Jewish presence in America.”9

Sender Jarmulowsky10
On the Lower East Side, Sender Jarmulowsky was a figure as towering as the building he
constructed to house his bank. Called the “East Side J.P. Morgan,” Jarmulowsky was much more than an
exceptional businessman; a respected Talmudic scholar and philanthropist, he was indispensable in
constructing the Lower East Side’s Eldridge Street Synagogue (Herter Brothers, 1886-76, a designated
New York City Landmark), “the first great house of worship for East European Jews in the United
States,” which he led as its first president.11 At the time of his death in 1912, one Yiddish-language
newspaper remembered Jarmulowsky as “an East Side businessman of the best kind, a Jew from whom
the younger generation of businessmen can learn the duties and obligations that such a position has for
Russian Jewish immigrants in America.”12

3 
 
 Sender Jarmulowsky was born in 1841 in Lomza, which was then a province of Russia but is now
within east-central Poland. Orphaned as a young boy, he was adopted by a prominent rabbi who enrolled
him in the Volozhin Yeshiva, a renowned Talmudic academy located in present-day Belarus. An
outstanding scholar, Jarmulowsky graduated as an ordained rabbi; although poor, he was betrothed to
Rebecca Markels, whose father was a prosperous merchant. This “linkage of scholarship with wealth
constituted the classic match in East European Jewish society,” according to historian Annie Polland,
“and enabled the scholar to pursue his studies on a full-time basis.”13 Despite this, Jarmulowsky chose to
try his hand at business, and soon after moving to Hamburg in 1868, he established a firm that facilitated
the passage of people and goods across the Atlantic.
Five years later, Jarmulowsky set up his second office, on the Lower East Side of Manhattan.
Jarmulowsky first appeared in a New York City directory in 1875 as an agent in the firm of Jarmulowsky
& Markel, which was located at 193 Canal Street; his partner Solomon Markel resided in Germany, and
was likely an in-law. By 1878, Jarmulowsky & Markel had moved to the building at the southwestern
corner of Canal and Orchard Streets, likely one of the three structures at that location that Jarmulowsky
would ultimately demolish to build the S. Jarmulowsky Bank Building. His partnership with Markel
appears to have dissolved by 1884, when Jarmulowsky was listed for the first time as a banker, although
he would variously identify himself as an agent or banker in local directories through the end of the
century.
Jarmulowsky’s bank was similar to the hundreds of other private banks that were the primary
financial institutions of New York’s immigrant neighborhoods. Like those banks, Jarmulowsky’s served
as a brokerage for steamship tickets as well as a provider of loans and savings accounts. The New York
Tribune wrote disparagingly of the Lower East Side’s private bankers, whom it called “bankers by the
grace of having come over a steamer or two ahead of the other fellow,” but before the early twentieth
century, when established Wall Street banks first started opening offices on the Lower East Side, banks
like Jarmulowsky’s provided much-needed services to the neighborhood’s small merchants, workers, and
others of modest means.14 In 1898, Jarmulowsky’s customers were described as the “tailors and working
girls of the neighborhood.”15
Bank runs were common in the days before government-insured savings accounts, and in those
times, the best advertisement for a private bank was the good reputation of its owner. The bank owners of
the Lower East Side ran their businesses in ways that “were unorthodox by American standards,”
according to historian Irving Howe; “they would be present almost every day at their banks, reassuring
depositors and assuaging the uneasiness that many East Side immigrants felt at the thought of putting
their money in someone else’s hands.”16 Jarmulowsky had a stellar reputation, and although his bank
suffered four runs between 1886 and 1901, it always pulled through. Known for his conservative
approach, Jarmulowsky kept substantial cash reserves in his safe and additional funds in the Corn
Exchange Bank, one of the city’s oldest financial institutions;17 according to the Yiddish-language
Tageblat newspaper, “Sender Jarmulowsky was a name that was known to every Jew in the Old and …
New World. His business brought him into contact with hundreds of thousands of immigrants to whom
the name Jarmulowsky was the guarantee of honesty.”18 In 1899, Jarmulowsky made his wife Rebecca a
partner in the bank in recognition of her contributions to its operation and management, and she was
subsequently listed in directories as a banker, separately from her husband. So prominent was
Jarmulowsky in the Jewish community that he appeared as a fictionalized character, Jobbelousky, in
Ghetto Silhouettes, a 1902 book set on the Lower East Side: “Jobbelousky’s bank is a revered institution
of the East Side.… The head of the house was a patriarchal gentleman, who owned several blocks of
houses, all free and clear of encumbrance…. [H]is income rolled in very much as the waters of the
Hudson sweep into the sea. He was the banker of the East Side. There are banks and bankers over there,
and while they did business in the hundreds, Jobbelousky did it in the thousands.”19
Jarmulowsky was a renowned philanthropist who contributed both time and money to an array of
Jewish causes. In addition to his instrumental role in constructing the Eldridge Street Synagogue, he
served as founding treasurer of the Association of Orthodox Hebrew Congregations, which brought the
first Eastern European rabbi to the United States. The Jarmulowskys lived on the Lower East Side

4 
 
through the 1880s, and after moving to East 60th Street in 1889, Sender played a key role in organizing
the Zichron Ephraim Synagogue on East 67th Street. A supporter of the Hebrew Sheltering and
Immigrant Aid Society, Beth Israel Hospital, and Lebanon Hospital, among other causes, Jarmulowsky
“set an example in a young community where men of action were needed, not just to succeed in America
but to build the institutions—synagogues, educational centers, and governing bodies—necessary for
adapting East European Orthodoxy to the American setting.”20 He also provided a wealth of informal aid
to Jewish immigrants, according to well-known writer and activist Louis Lipsky, who recalled that “the
whole Jewish immigration, from 1880 to the end of the century, was actually a simple, self-supporting,
self-relieving operation with Jarmulowsky as the magician who made all the works go round.”21
Following Sender Jarmulowsky’s death on June 1, 1912, the Kehillah (Jewish
Community of New York) convened an emergency session “to discuss this great loss to the Jews
of New York.”22 At the time of Jarmulowsky’s death, his new high-rise building at the corner of
Canal and Orchard Streets had been open for only a few weeks.

Rouse & Goldstone23

William L. Rouse (1874-1963) and Lafayette A. Goldstone (1876-1956) formed their
partnership in 1909, the year before they designed the S. Jarmulowsky Bank Building. Born in
Poughkeepsie, N.Y., Goldstone never attended architecture school, but took drawing lessons from
architect William Henry Cusack as a boy. He came to New York City at the age of fifteen and
worked briefly as an apprentice draftsman for Bates & Barlow before joining Cleverdon &
Putzel, where he remained for the next six years, ultimately rising to the position of principal
draftsman. After serving in the Spanish-American War, Goldstone worked for a real estate
developer and builder, primarily supervising the construction of tenements designed by George F.
Pelham on the Lower East Side. Following this, he took a position with Norcross Brothers, a
construction company known for its high-quality work. In 1902, when Goldstone accepted a
commission from James Carlew, a former client of Cleverdon & Putzel, to design and supervise
the construction of three houses on the Upper West Side, he decided to leave Norcross Brothers
and open his own office. Through 1908, Goldstone designed a wide variety of buildings,
including an additional apartment house on Riverside Drive, stables, a loft building, two country
houses, a distillery, and one of the city’s earliest purpose-built garages, the Acton (now
Monterey) Garage (1906) at 137 West 89th Street.24
William L. Rouse was born in New York City and graduated from the Stevens Institute of
Technology in Hoboken, N.J. In 1904, he designed what appears to have been his first building in
Manhattan, a six-story tenement at Mulberry and Broome Streets. By the end of that year, Rouse
had formed a partnership with John T. Sloan. Early on, Rouse & Sloan mostly designed six-story
tenements, although by 1906, the firm was accepting commissions for larger and more luxurious
apartment houses, including the eight-story Hendrik Hudson (1906-08) at Riverside Drive and
110th Street. The two architects likely split in late 1907 or early 1908; Rouse appears to have
designed the Allenhurst Apartments (1908-09) at Broadway and 100th Street, and the Peter
Stuyvesant Apartments (1908-09) at Riverside Drive and 98th Street, on his own.25
Rouse & Goldstone’s collaborations, both before and following their design of the S.
Jarmulowsky Bank, include several apartment houses that demonstrate the firm’s facility in
adapting the architectural vocabulary of the Renaissance to tall-building forms. These buildings,
all designed in the Renaissance Revival or neo-Renaissance style, include the thirteen-story
Riviera at 790 Riverside Drive (1909-11, within the Audubon Park Historic District), which was
one of the largest apartment houses in New York at the time of its completion; the twelve-story
Montana Apartments (1912, demolished) on Park Avenue; and the nine-story apartment house at
43-47 East 62nd Street (1914-15, within the Upper East Side Historic District), which earned the
firm a Gold Medal from the New York Chapter of the American Institute of Architects. In 1924,
the firm received one of its most prominent commissions, for the apartment house at 1107 Fifth
Avenue (within the Carnegie Hill Historic District). No. 1107 Fifth, rising thirteen stories with a

5 
 
rooftop penthouse, was designed in the neo-Renaissance style for Mrs. Marjorie Merriweather
Post Hutton, whose townhouse formerly stood on the site. Although Rouse & Goldstone is best-
remembered for its opulent apartment houses, the firm designed other types of buildings,
including lofts, theaters, hotels, and several country houses on Long Island. The S. Jarmulowsky
Bank Building is among the firm’s finest commercial buildings, along with the eleven-story
Hampton Shops Building (1915) which was designed in the neo-Gothic style to harmonize with
St. Patrick’s Cathedral across East 50th Street. Both Hampton Shops and the S. Jarmulowsky
Building appear to be unique designs for Rouse & Goldstone.
William Rouse and Lafayette Goldstone dissolved their partnership at the end of 1926.
Rouse remained active until 1939, and Goldstone continued to practice until the late 1940s, when
he was associated with Frederick L. Ackerman on the Lillian Wald Houses (1947), a public
housing project. In the intervening years, Goldstone’s works included the 1927 alteration, in the
neo-Renaissance style, of the Ogden Mills Reid House (within the Metropolitan Museum Historic
District) at 15 East 84th Street; the neo-Classical-style cooperative apartment house at 4 East
72nd Street (1928-29, within the Upper East Side Historic District); and the 35-story Art Deco-
style office building at 19 Rector Street (1930).
Rouse & Goldstone was among a select group of architectural practices with Jewish
principals, including the firms of Emery Roth, George & Edward Blum, and Schwartz & Gross,
to achieve prominence in early-twentieth-century New York.26 Given Sender Jarmulowsky’s
dedication to Jewish causes and his history of both formal and informal assistance to members of
New York’s Jewish community, this likely was a factor in Jarmulowsky’s decision to engage the
firm for the design of his new high-rise bank building.

History of the S. Jarmulowsky Bank Building27

Sender Jarmulowsky began laying the groundwork for the construction of his signature
building in 1900, when he acquired a large lot at the southwestern corner of Canal and Orchard
Streets that contained two structures, one of which housed his business.28 Three years later, he
acquired the adjoining parcel to the south, creating a combined property extending 73 feet along
Orchard Street and nearly 66 feet along Canal.29 Jarmulowsky engaged Rouse & Goldstone by
October of 1910, when the Real Estate Record and Guide announced that the firm was preparing
plans for his high-rise building, which would have “an elaborate banking room” on its ground
floor and be “the first of the modern high-class structures erected in this part of the city.”30 Within
three months, its plans had been filed. The S. Jarmulowsky Bank moved to temporary quarters at
68 Canal Street; demolition on the site began by May of 1911, when the New York Times called
Jarmulowsky’s new tower “an innovation for the East Side, being the first strictly high-class tall
bank and office building in the entire section” with a design “to equal in every respect the highest
grade banking buildings throughout the city.”31 Construction started two months later, and the
building opened in May of 1912.32 The S. Jarmulowsky Bank Building received additional press
after its opening, as photographs of its exterior and banking hall were published in the journal
Architecture and Building in November of 1912.33
Despite its status as an instant landmark, towering above its surroundings and showcasing
its owner’s financial strength, the S. Jarmulowsky Bank Building would house its namesake
business for only a few years. Following Jarmulowsky’s death in 1912, his half of the business—
the other half was owned by his wife, Rebecca—went to three of their sons, Albert, Louis, and
Meyer, and their two daughters, Amelia Clark and Blume Ettlinger. Albert, Louis, Meyer, and
Rebecca apparently ran the bank in 1913, while Meyer and Louis also operated a separate private
bank, the M.&L. Jarmulowsky Bank, which had been in business for several years. In 1914, the
S. Jarmulowsky Bank was reorganized under the leadership of Louis and another of the
Jarmulowsky sons, Harry; the two acquired the building from Sender’s executors, who included
Albert, Louis, and Meyer, as well as Max Markel, apparently a relative from Rebecca’s side of
the family.34 At the same time, the M.&L. Jarmulowsky Bank was failing, and it was soon

6 
 
shuttered by the State, along with four other private banks on the Lower East Side.35 Although the
S. Jarmulowsky Bank remained solvent, about 3,000 of M.&.L. Jarmulowsky’s depositors
gathered in front of the S. Jarmulowsky Bank Building on the evening of October 31, 1914,
angered by a proposed plan for reimbursing their lost savings; “reserves from three stations
battled until the crowd had been dispersed, and then took two women to the Clinton Street station,
charged with inciting to riot,” according to the New York Tribune.36 The S. Jarmulowsky Bank
ultimately would be closed by New York State in 1917, as it became insolvent after many of its
immigrant depositors withdrew money to send to their relatives in Europe following the United
States’ entry into World War I.37 Harry and Louis were bankrupt by 1920, when the S.
Jarmulowsky Bank Building was sold by court order. The building, which was said to have cost
from $200,000 to $350,000 to construct, sold for only $100,000.38
Following the building’s sale, its ground floor continued to house a financial institution,
the North American Bank.39 This was succeeded by the Capitol National Bank and, when Capitol
was acquired in 1928, the Manufacturers Trust Company.40 Although it is unclear whether the
upper floors of the S. Jarmulowsky Bank Building were intended to be manufacturing lofts, office
space, or both—Buildings Department records and press reports differ on this account—all of the
building’s space above its first two floors was occupied by lofts by November of 1912.41 By the
end of the 1920s, the former S. Jarmulowsky Bank Building at 54 Canal Street was teeming with
manufacturers of garments and other textile goods, and various types of finishers: tenants in 1929
included the American Art Manufacturing Company, a maker of lace curtains and scarves; a
manufacturer of flannel nightgowns; the Perfect Hemstitching Company; the Public Overall
Company; and the Rosebud Housewear Corporation.42 In 1945, the building was purchased by the
H.W. Perlman Corporation, a piano manufacturer, which had a factory there until the firm
dissolved in the mid-1960s.43 By the 1960s, the former Jarmulowsky Building contained a more
diverse array of industrial tenants, and by the mid-1970s, many of its tenant firms had East Asian
names, reflecting the expansion of Asian-owned garment factories in the area. The building
continued to house garment factories in 2001; in 2006 it was purchased by its current owner,
Baruch Singer, who has announced plans to convert it into a hotel or to residential use.44 It is
currently vacant.

Skyscraper Design and the S. Jarmulowsky Bank Building45

Architects were challenged to fashion an appropriate architectural expression for the
skyscraper after it first appeared in New York City following the Civil War. By the mid-1870s,
the city’s tallest buildings reached ten stories in height; typically featuring picturesque,
mansarded or towered rooflines, they were largely articulated according to the traditional palazzo
compositions of earlier commercial structures. The construction of even taller buildings was
made possible by the increasing use and refinement of steel framing techniques in the 1880s, and
in the 1890s, architects began producing skyscraper designs that followed the tripartite base-
shaft-capital arrangement of the classical column. From the 1890s through the 1910s, an era that
would later be termed the Eclectic Period in skyscraper design, architects cloaked their
skyscrapers in opulent ornament drawing upon historical precedent, in styles that included the
Renaissance Revival, Beaux Arts, and neo-Gothic.46
During the Eclectic Period, many dramatically sited skyscrapers were constructed on the
city’s corner lots. Mid-block sites were the most common locations for tall buildings, but the
“corner site, though more costly to acquire, offered amenities such as additional light and air,
more street frontage for more lucrative shops, as well as greater prominence in the townscape and
therefore increased identity.” As a result, many architects explored “the corner’s potential for
unique expression,” often marking it with an attention-drawing feature, like a turret or tower.47 In
some cases, architects emphasized the corner with an elaborate entrance, in works that included
the eight-story Delmonico’s Building (James Lord Brown, 1890-91, a designated New York City
Landmark) at 56 Beaver Street, the fifteen-story Beaver Building (Clinton & Russell, 1903-04, a

7 
 
designated New York City Landmark) at 82-92 Beaver Street, and the seventeen-story Royal
Insurance Building (Howells & Stokes, 1907) at William Street and Maiden Lane. Skyscrapers
constructed by banking firms continued the banks’ longstanding tradition of using classical
imagery to project an image of wealth and security. Multi-purpose skyscrapers constructed by
these firms—typically with a ground-floor banking hall and rental offices above—nonetheless
presented the bank as the building’s primary function, emphasizing the banking-hall entrance
with a richly decorated surround or portico and conveying the impression that the entire building
was solely devoted to the financial company for which it was named.
Designed by Rouse & Goldstone in the neo-Renaissance or “modern Renaissance” style,
as it was described in the press, the twelve-story S. Jarmulowsky Bank Building was a pioneer in
introducing the prevailing skyscraper aesthetic of New York’s major office districts to the Lower
East Side.48 A notable example of a tripartite, corner skyscraper in which the three major portions
of its facades are differentiated by material, it features a rusticated ground floor executed in
Indiana limestone, an ornate terra-cotta crown, and an essentially unadorned brick portion in
between.49 The building has an elaborate corner entrance—originally leading to Jarmulowsky’s
two-story banking hall—that features a classical surround with tall, paired Ionic pilasters on high
bases and a frieze crowned by a projecting cornice and balustrade; within the frieze, incised
lettering indentifies the building as “S Jarmulowsky’s Bank Est 1873.” The highlight of the
ground floor is a carved panel directly over the banking-hall entrance, containing a clock;
providing a valuable service to Jarmulowsky’s depositors and others in the neighborhood in the
days before watch ownership was universal, the clock reinforced the image of Jarmulowsky’s
bank as a publicly minded firm.50 A finely detailed surround containing rosettes and a helmeted
figure—possibly Hermes, the Greek god of commerce—frames the clock, which is flanked by
two seated figures, as well as various symbols of industry and commerce. Other classically
derived features of the building’s base include its two-story-high round-arched openings, which
are crowned by keystones containing cartouches. The base of the building has square-headed
windows at its third floor and is crowned by a continuous, projecting, denticulated and molded
cornice that provides a clean break from the “shaft” portion of the façade above.
The light-colored terra-cotta crown or “capital” of the S. Jarmulowsky Bank was
undoubtedly intended to be seen from great distances. Three stories in height, its top two floors
rest on enormous scrolled brackets; like the building’s base, it is decorated in a wealth of
Renaissance-inspired ornament, including cartouches, a variety of classical moldings, and two-
story-high engaged columns and pilasters. The building’s rounded corner culminated, until the
early 1990s, in a two-story-high circular pavilion with a round dome ringed by eagles and topped
by a pinnacle, which was probably inspired by Athens’ Choragic Monument of Lysicrates (334
BC), the basis for New York’s Soldiers’ and Sailors’ Monument (Stoughton & Stoughton with
Paul E.M. DuBoy, 1897-1902, a designated New York City Landmark) and for the crown of
McKim, Mead & White’s Municipal Building of 1907-14 (a designated New York City
Landmark).51 This feature accentuated the corner’s vertical thrust, affirming the building’s
monumental status on the Lower East Side and drawing attention to it from Straus (then Rutgers)
Square two blocks to the east, the neighborhood’s historic center of Jewish life. Even before its
construction began, the building, which engages and addresses the Jewish community’s “Old
Center” around Straus Square, was making an impact there; two months after plans were
announced for Jarmulowsky’s skyscraper, the publishers of the socialist Jewish Daily Forward
newspaper filed plans for a ten-story high-rise facing Seward Park, “spurred on by the erection of
Yarmalofsky’s [sic] twelve-story bank building on Canal—they did not relish the idea of a
capitalist symbol rising so high on the East Side.”52
Although the design of the S. Jarmulowsky Bank Building was a product of general
trends in New York skyscraper design during the Eclectic Period, it may have had a more direct
influence. Three years before work began on the building, J.&W. Seligman & Company
completed its eleven-story headquarters (Francis H. Kimball and Julian C. Levi, 1906-07, a

8 
 
designated New York City Landmark) at the corner of William and South William Streets in the
downtown financial district. There are many conspicuous similarities between the two: like the
Jarmulowsky Building, the Seligman Building was constructed in the neo-Renaissance style, and,
most strikingly, its rounded corner is crowned by a high circular tower that may have inspired the
Jarmulowsky Building’s original rooftop pavilion. A prestigious banking firm, the Seligman
Company was led by one of the country’s most prominent Jewish families, who were known as
the “American Rothschilds.” Perhaps Jarmulowsky saw the Seligman firm and its headquarters as
examples to be emulated—and to be surpassed, by a single story.
Today, the S. Jarmulowsky Bank Building remains a great landmark of the Lower East
Side, visible over the rooftops of the neighborhood’s five- and six-story tenement buildings.
Although it remains largely intact, it has experienced some alterations, including the loss of its
rooftop pavilion, the alteration of its eleventh-floor balustrades, and the removal of the
balustraded portions of its rooftop parapet, which once supported great urns. At the June 23, 2009
public hearing of the Landmarks Preservation Commission, an architect representing the
building’s owner expressed the owner’s intention to restore these features as part of a proposed
conversion of the S. Jarmulowsky Bank Building to a commercial hotel, or to residential use.53

Description
The S. Jarmulowsky Bank Building is a twelve-story building executed in the tripartite
configuration that was standard for tall buildings of its time. It is a notable example of a
skyscraper in which the three major portions of its main facades are executed in different
materials. A neo-Renaissance-style building, it is ornamented with a wealth of classically derived
detailing; located on a prominent corner site on the Lower East Side, it features a rounded
corner—slightly recessed above the second floor—which extends the building’s full height.
Extending for 65 feet along Canal Street and 73 feet along Orchard Street, the building is
generally symmetrical, except that it extends a bay further on Orchard Street than it does on
Canal. Originally and into the early 1990s, its corner was crowned by a two-story-high, circular
pavilion that was probably based upon the ancient Choragic Monument of Lysicrates in Athens.
Although the building remains largely intact today, the most important losses to its historic fabric
have been the replacement, with solid panels, of the balustrades in front of its eleventh-floor
windows; the removal of its rooftop cornice; the removal of the balustrades and large urns from
its rooftop parapet; and the removal of its circular rooftop pavilion. In addition to its two main
facades, the S. Jarmulowsky Building has two sparely ornamented brick secondary facades,
which are visible from Allen and Division Streets as well as other surrounding public
thoroughfares, including the Manhattan Bridge.
At the time this description was written, in 2009, a sidewalk bridge spanned the entire
length of the building’s main facades. Photographs taken in August of 2007 were used to describe
features of the building’s base that were concealed by the sidewalk bridge.
The three-story-high base of the S. Jarmulowsky Bank Building is executed in rusticated
Indiana limestone, although the lowest portion of the building’s ground floor may be marble or
granite. (The ground floor has been painted many times, making identification of its materials
difficult.54) The entrance to the building’s original banking hall is located at the base’s corner.
This entrance is accessed by a single curved granite step; a non-historic metal roll-down security
gate with gate box has been installed at the entrance opening, which may originally have
contained “fancy grilled doors.”55 A non-historic fluorescent light fixture is attached to the front
of the gate box. The entrance opening appears originally to have had a wide transom bar, and it
contains a multi-pane transom window, which may be historic. The corner entrance opening was
entirely surrounded, originally, by a thick enframement, probably of terra cotta, containing foliate
ornament, cartouches, and a bead-and-reel molding. The portion of this enframement below the
transom has been removed and replaced with non-historic tile; a lock box for the security gate has

9 
 
been attached to the tile surface adjacent to the entrance opening on the west. A non-historic
curved canvas awning is present just below the transom.
The corner entrance sits within a classical surround, featuring paired pilasters with Ionic
capitals on high bases supporting an entablature. A non-historic metal bracket, formerly holding a
sign, is attached to the westernmost pilaster. The entablature, which is curved to follow the round
profile of the building’s corner, has a stepped architrave crowned by an acanthus-leaf molding, a
projecting cornice with denticulated and egg-and-dart moldings, and a frieze containing incised
lettering reading “S ▪ JARMVLOWSKY’S ▪ BANK ▪ EST ▪ 1873 ▪”; the entablature supports a
balustraded third-story balconet. Between the transom and the entablature is a carved stone panel
containing a clock at its center. A finely detailed surround containing rosettes and a helmeted
figure—possibly Hermes, the Greek god of commerce—frames the clock, which is flanked by
two seated figures, as well as carved foliate ornament. Other carved ornament within the panel
includes a gear, a barrel, a chain, and a coiled rope.
The Orchard Street portion of the base has three, two-story-high round-arch-headed
openings, each of which is crowned by a cartouche. Beneath the central opening of the three is a
stone sill and blind stone balustrade, which is supported by the base of the ground floor. A non-
historic metal security gate with gate box covers the northernmost opening, which may have been
extended to the ground, resulting in the possible loss of its historic sill, balustrade, and base,
which were identical to those of the central opening; an electrical box for the gate has been
mounted to the façade just north of this opening. The southernmost of the three round-arch-
headed openings has always extended to the ground and contains a historic recessed, paneled
metal fascia and return below its windowsill. This opening, and the central opening of the three,
retain their historic tripartite window frames decorated with scrolls, cartouches, and bead-and-reel
and egg-and-dart moldings, although the frames contain replacement sashes. All three of these
openings retain their historic transom bars with vertically projecting anthemia. Non-historic
canvas awnings have been installed at the two northernmost openings.
One square-headed door opening is located to the south of the three round-arch-headed
openings on the Orchard Street façade. This opening retains its original molded surround crowned
by a frieze, which is plain except for small carved panels containing urns and foliate ornament at
its ends. Non-historic metal doors fill the door opening below a non-historic transom panel
containing applied Chinese characters. A non-historic electrical box with conduit has been
installed at the center of the frieze. Above the frieze is a heavy projecting cornice with egg-and-
dart molding; this, in turn, is crowned by an original square-headed window opening within a
molded enframement flanked by scrolls. This window opening is covered by a metal grille, which
is likely non-historic, and contains a non-historic window sash and infill.
The Orchard Street sidewalk is of plain concrete; two siamese pipes are present in front
of the building.
The Canal Street façade of the building’s base contains one, two-story-high round-arch-
headed opening and one large storefront opening crowned by a baskethandle arch. Like the
round-arch-headed openings on the Orchard Street façade, the one on the Canal Street façade is
crowned by a cartouche; whether or not this opening retains its historic sill and balustrade, similar
to those of the central round-arch-headed opening on the Orchard Street façade, is unclear, as the
opening is covered by a non-historic metal security gate with gate box, which is partially
concealed by a non-historic canvas awning. Like the round-arched openings on the Orchard Street
façade, it retains historic framing elements decorated with cartouches and a bead-and-reel
molding, but its transom sashes may have been replaced. Several non-historic signs have been
attached to the ground-floor portion of the façade between this opening and the storefront
opening.
Although two roll-down metal security gates have been installed at the storefront
opening, it retains much of its historic infill, including its continuous, wide metal transom bar
sandwiched between a projecting cornice with egg-and-dart molding below, and a denticulated

10 
 
cornice with acanthus-leaf molding above. The transom bar itself is decorated with cherubs,
cartouches, and foliate ornament. The transom window mullions within the storefront opening
may be historic. Possibly historic glazing and wood window-framing elements are present over
the storefront’s eastern gate. A non-historic metal door with metal side and transom panels has
been installed in the portion of the opening between the two gates.
The eastern portion of the storefront opening contains a historic metal entrance surround
with paneled reveal. The surround is decorated with rope and acanthus-leaf moldings and foliate
ornament; an entablature above the surround is filled with winged cherubs’ heads and cartouches
joined by festoons. This entrance is crowned by an angular pediment with denticulated, egg-and-
dart, and acanthus-leaf moldings. Non-historic elements attached to the surround include an alarm
box, electrical boxes with conduit, and a large light fixture. The entrance opening is filled with a
non-historic metal roll-down security gate behind a pair of non-historic metal security doors with
a non-historic transom panel filled with applied Chinese characters. Three non-historic awnings
have been installed at the storefront opening.
The Canal Street sidewalk is of plain concrete and contains two metal hatches and one
siamese pipe. A high vertical flue projects through, and for about fifteen feet above, the eastern
hatch.
Much of the ground-floor portion of the building’s base is defaced with graffiti. The
base’s top story has square-headed window openings with plain masonry sills, containing non-
historic double-hung sashes, although at least some of the openings appear to retain their historic
wood brickmolds. The lower portions of all of these openings, except for the southernmost
opening on the Orchard Street façade, which is shorter than the others, are filled with non-historic
brick. A non-historic metal box, possibly a camera, is attached to the brick infill of the
northernmost Orchard Street opening. The entire base of the S. Jarmulowsky Bank Building is
crowned by a heavy projecting cornice with denticulated and egg-and-dart moldings.
The shaft portion of the S. Jarmulowsky Bank Building, comprising the fourth through
ninth stories of the Canal and Orchard Street facades, is faced with buff-colored Roman brick laid
in Flemish bond. The building’s corner has three window openings per floor; the other window
openings are paired, except for a single window opening in each southernmost bay of the Orchard
Street façade. These openings feature soldier-brick lintels and plain masonry sills, as well as non-
historic double-hung sashes, although many openings appear to retain their historic wood
brickmolds. A non-historic metal grille projects from the southernmost portion of the Orchard
Street façade at the fourth floor. This portion of the building is crowned by a continuous terra-
cotta cornice.
The three-story terra-cotta crown, or “capital,” of the S. Jarmulowsky Bank Building,
extending from the tenth through twelfth stories, is divided into a single-story lower portion, and
a two-story upper portion. It appears to have been painted. As on the shaft portion below, each
floor contains three window openings at its corner. The other tenth-floor window openings are
paired, except for the single window opening in the southernmost bay of the Orchard Street
façade, with each window within each pair separated by a pilaster containing a rectangular,
recessed panel. Large scrolled brackets are located between the corner window openings;
identical brackets, but paired, frame each pair of windows and the single window opening at the
southern end of the Orchard Street façade. A continuous egg-and-dart molding runs along the top
of the tenth floor.
A paneled parapet, much of which is non-historic, extends the length of both main
facades, including the building’s corner, at the eleventh floor. Balustrades are located in front of
the windows at the building’s corner; balustrades were also originally located in front of the other
eleventh-floor windows, but were removed and replaced with solid walls at sometime in the
1980s or afterward. Two-story-high engaged columns with Corinthian capitals spring upward
from the parapet at the corner; the corner window openings at the eleventh and twelfth floors are
vertically separated from each other by paneled spandrels.

11 
 
 Wide, two-story-high plain pilasters with molded capitals resting on the parapet frame the
corner and the southernmost, single window openings at the eleventh and twelfth floors of the
Orchard Street façade. An identical pilaster is present at the western end of the Canal Street
façade. Paired, plain pilasters with Corinthian capitals projecting forward from a ribbed
background and resting upon the eleventh-floor parapet separate the other window openings, each
of which has a tripartite configuration. Each two-story group of tripartite windows features spiral-
column mullions with Corinthian capitals, and spandrel panels decorated with cartouches and
egg-and-dart moldings, and is surrounded by denticulation. All of the tenth-through-twelfth-floor
window openings appear to contain replacement sashes, although many appear to retain their
historic wood brickmolds. A bead-and-reel molding runs continuously above the twelfth-floor
windows. Above this, a continuous paneled band decorated with roundels and foliate ornament is
framed by a rope molding below, and by denticulated and bead-and-reel moldings above, and
runs the length of the main facades, including the corner. The building’s original projecting
cornice above this band has been removed, and the parapet appears to have been coated with a
cementitious material.
A large stepped and rounded pediment containing a cartouche is present on the building’s
roof, at the southern end of the Orchard Street façade. Three paneled rooftop pedestals
overlooking Orchard Street, and four paneled rooftop pedestals overlooking Canal Street, are also
present. These originally supported large urns and were joined by balustrades; both the
balustrades and the urns have been removed. The building’s corner retains the base of its original
circular rooftop pavilion, which has also been removed. The base is paneled and features four
large scrolled buttresses; the pavilion, as shown in a photograph taken shortly after the building’s
opening, originally featured tapered columns with ornate, probably Corinthian, capitals. The
round dome of the pavilion was ringed by eagles on paneled pedestals and was crowned by a
pinnacle.56 A rooftop bulkhead is visible over the building’s Canal Street façade.
The south façade of the S. Jarmulowsky Bank Building is two bays wide at the third and
fourth floors, and five bays wide at the fifth through twelfth floors. It is of brick laid in common
bond, and has window openings above the second floor of varying heights, with plain masonry
sills. Portions of the eastern end of this façade have been painted or coated with a cementitious
material; the entire façade at the fourth floor and below has been coated with cementitious
material. Non-historic grilles are present at the third-through-sixth-floor window openings. These
openings contain a mixture of one-over-one and two-over-two double-hung sashes, all of which
are likely replacements, although many appear to retain their historic wood brickmolds. This
façade is crowned by a high, stepped brick parapet, which may or may not be original.
The seven-bay west façade of the building is of brick laid in common bond. Its window
openings have plain stone sills and contain paired one-over-one, double-hung sashes, which likely
are replacements. At the northern end of this façade, the brick is keyed into the building’s Canal
Street façade; below the tenth floor, the northern portion of this façade is of the same light-
colored brick as the shaft portion of the building’s main facades, and from the tenth through the
twelfth floors, it is of terra cotta. The upper portion of the northern end of this façade is decorated
with panels and a variety of moldings. A large metal structure supporting two water tanks is
visible over this façade.
The building has a notched southwestern corner containing a metal fire escape and
square-headed openings. These openings contain metal doors, metal gates, and two-over-two
double-hung sashes, which appear not to be original.

Report researched and written by

Michael D. Caratzas
Research Department

12 
 
 NOTES
                                                            
1
Portions of this section were adapted from LPC, 511 Grand Street House Designation Report (LP-2269) (New
York: City of New York, 2007) and LPC, 513 Grand Street House Designation Report (LP-2270) (New York: City
of New York, 2007), both prepared by Marianne S. Percival. Sources for this section include Andrew S. Dolkart,
Biography of a Tenement House in New York City: An Architectural History of 97 Orchard Street (Santa Fe, N.M.:
Center for American Places, 2007); Joyce Mendelsohn, The Lower East Side Remembered and Revisited (New
York: The Lower East Side Press, 2001); Ronald Saunders, The Lower East Side: A Guide to Its Jewish Past in 99
New Photographs (New York: Dover Publications, 1979); Marc D. Angel and Jeffrey S. Gurock, “Jews,” in
Kenneth T. Jackson, Ed., The Encyclopedia of New York City (New Haven, Conn.: Yale University Press, 1995),
620-23; Marion R. Casey, “Irish,” in The Encyclopedia of New York City, 598-602; Hasia Diner, “American
Jewishness on the Lower East Side,” in The Lower East Side Historic District: A Request for Evaluation by the
Lower East Side Preservation Coalition for the Landmarks Preservation Commission (LPC files, August 2006);
Andrew Dolkart, “A History of the Lower East Side,” in The Lower East Side Historic District: A Request for
Evaluation by the Lower East Side Preservation Coalition for the Landmarks Preservation Commission; Leslie
Harris, “African-Americans and the Lower East Side,” in The Lower East Side Historic District: A Request for
Evaluation by the Lower East Side Preservation Coalition for the Landmarks Preservation Commission; and
Graham Hodges, “Lower East Side,” in The Encyclopedia of New York City, 696-97.
2
“American Jewishness on the Lower East Side.”
3
Although at twelve stories (plus its original two-story rooftop pavilion) the Jarmulowsky Building was
considerably shorter than the tallest skyscrapers of its time, like the 47-story Singer Building (Ernest Flagg, 1906-
08, demolished), its steel-frame curtain-wall construction, the strong vertical thrust at its corner, its adherence to the
tripartite design scheme of early skyscrapers, and its towering presence in its low-scale neighborhood make it
worthy of skyscraper status. Contemporary tall buildings of similar height, such as the eleven-story J.&W. Seligman
Company Building (Francis H. Kimball and Julian C. Levi, 1906-07, a designated New York City Landmark) and
the fifteen-story Beaver Building (Clinton & Russell, 1903-04, a designated New York City Landmark) have been
classified as skyscrapers. See LPC, J.&.W. Seligman & Company Designation Report (LP-1943) (New York: City
of New York, 1996), and LPC, Beaver Building Designation Report (LP-1942) (New York: City of New York,
1996), both prepared by Jay Shockley.
4
“A History of the Lower East Side,” 3. On the naming of Canal Street, see Edwin G. Burrows and Mike Wallace,
Gotham: A History of New York City to 1898 (New York: Oxford University Press, 1999), 359-60; and Henry
Moscow, The Street Book: An Encyclopedia of Manhattan’s Street Names and Their Origins (New York: Hagstrom,
1979), 33.
5
One of the large stores on Grand Street was Lord & Taylor, which opened there in 1853; this store remained open
until 1902. See LPC, Lord & Taylor Building Designation Report (LP-2271) (New York: City of New York, 2007),
prepared by Marianne S. Percival.
6
The Lower East Side Remembered and Revisited, 37.
7
The Forward Building (George A. Boehm, 1912) is a designated New York City Landmark.
8
“Banking on the Densely Populated East Side is a Serious Business, but Has Amusing Features,” New York
Tribune (March 15, 1903), B4.
9
Amy Milford, LPC Public Hearing Testimony (June 23, 2009). The Eldridge Street Synagogue (Herter Brothers,
1886-87, a designated New York City Landmark) symbolizes the religious experience for Jewish immigrants on the
Lower East Side, according to Milford; the Forward Building represents socialism, “the prevalent political ideology
on the Lower East Side at the turn of the twentieth century”; and the S. Jarmulowsky Bank Building was the
neighborhood’s “bastion of capitalism and immigrant enterprise.” In Milford’s words, “Without each of these
buildings, an important piece of this community’s immigrant story is missing.”
10
The main source for this section is Annie Polland, Landmark of the Spirit (New Haven, Conn.: Yale University
Press, 2009). Other sources include Irving Howe, World of Our Fathers: The Journey of East European Jews to
America and the Life they Found and Made (New York: Harcourt Brace Jovanovich, 1976), 135-37; New York City
Directories, 1786 to 1933/34 (New York: New York Public Library, 1950); George Washington Bromley, Atlas of

13 
 
                                                                                                                                                                                                
the City of New York, Manhattan Island (Philadelphia: G.W. Bromley, 1897); “The State Bank Annoyed,” New York
Times (April 22, 1898), 12; “Rumor Starts Run on Private Bank,” New York Times (December 12, 1901), 16; “Run
on an East Side Bank,” New York Tribune (December 12, 1901), 1; “Run on Jarmulowsky’s Bank,” The Sun
(December 12, 1901), 2; ”Frantic Depositors Plead for Their Savings,” New York Times (December 13, 1901), 16;
“Lull in Run on Jarmulowsky Bank,” New York World (December 13, 1901), 10; “Run on the Bank Continues,” The
Sun (December 14, 1901), 5; “Jarmulowsky’s Bank Run Is Over,” The World (December 16, 1901), 10; “Banking
on the Densely Populated East Side is a Serious Business, but Has Amusing Features”; “S. Jarmulowsky”
(Obituary), New York Tribune (June 2, 1912), 9; and “Only $501,053 Left by Jarmulowsky,” New York Times
(August 14, 1913), 9.
11
Jarmulowsky was called the “East Side J.P. Morgan” in “Can’t Even See Wife, the Husband Asserts,” New York
Tribune (September 22, 1911), 1. The quote about the Eldridge Street Synagogue is from Landmark of the Spirit, 96.
12
“Reb Sender Yarmulowski,” Tageblat (June 2, 1912); cited in Landmark of the Spirit, 95.
13
Landmark of the Spirit, 94.
14
“Banking on the Densely Populated East Side is a Serious Business, But has Amusing Features.” This 1903 article
noted that the large Wall Street banks and trust companies were then in the process of opening their first braches on
the Lower East Side.
15
“The State Bank Annoyed.”
16
World of Our Fathers, 136.
17
When reporters questioned his bank’s solvency in 1901, Jarmulowsky assured them that he “never speculated in
Wall Street” and referred them to “the presidents of several banks with whom he did business. One of these
presidents said … that [Jarmulowsky] was perfectly solvent and that he would lend him $50,000 at any time
willingly” (“Run on Jarmulowsky’s Bank”).
18
Tageblat newspaper, cited in Landmark of the Spirit, 94.
19
David Warfield, Ghetto Silhouettes (New York: James Pott, 1902), cited in Landmark of the Spirit, 90.
Jarmulowsky appeared in directories as the president of Delta Realty, which apparently managed his real-estate
holdings.
20
Landmark of the Spirit, 95.
21
Louis Lipsky, Memoirs in Profile (Philadelphia: Jewish Publication Society of America, 1975), 12-13. Lipsky’s
1975 book described Jarmulowsky’s assistance to Lipsky’s mother upon her arrival in New York a century before:
“The guardian who received my mother at the boat was Sendor [sic] Jarmulowsky…. His name stands high in the
memory of our family. As far as we were concerned, he was the Hachnosas Orchim [spirit of hospitality] incarnate.
He was known to thousands of Jewish families. He … remains in the memory of thousands of Jews as the man who
freed them on the soil of the United States. I have met Jews from Pittsburgh, from Chicago, from Boston and other
places, all of whom remember his name with warmth. He considered it his duty to receive personally the immigrants
on arrival at Castle Garden. He provided them with a night’s lodging, a good meal, and then dispatched them to their
new homes, personally accompanying them to the railroad station to say goodbye….”
22
Tageblat (June 3, 1912), cited in Landmark of the Spirit, 94.
23
Sources for this section include Aline Lewis Goldstone and Harmon H. Goldstone, Lafayette A. Goldstone: A
Career in Architecture (New York: 1964); LPC, Audubon Park Historic District Designation Report (LP-2335)
(New York: City of New York, 2009), prepared by Jennifer L. Most; LPC, Expanded Carnegie Hill Historic District
Designation Report (LP-1834) (New York: City of New York, 1993); LPC, Metropolitan Museum Historic District
Designation Report (LP-0955) (New York: City of New York, 1977); LPC, Upper East Side Historic District
Designation Report (LP-1051) (New York: City of New York, 1981); Robert B. MacKay, Anthony Baker, and
Carol A. Traynor, Long Island Country Houses and Their Architects, 1860-1940 (New York: Society for the
Preservation of Long Island Antiquities in Association with W.W. Norton & Company, 1997), 381; Robert A.M.
Stern, Gregory Gilmartin, and John Massengale, New York 1900: Metropolitan Architecture and Urbanism, 1890-
1915 (New York: Rizzoli International, 1983), 304-05; Robert A.M. Stern, Gregory Gilmartin, and Thomas Mellins,
New York 1930: Architecture and Urbanism Between the Two World Wars (New York: Rizzoli International, 1987),

14 
 
                                                                                                                                                                                                
387, 389, 534; James Ward, Architects in Practice in New York City, 1900-1940 (Union, N.J.: J&D Associates,
1989); New York City Directories, 1786 to 1933/34; Office for Metropolitan History Online Building Permits
Database (www.metrohistory.org); “Thirty-Second Street Developing Rapidly,” New York Times (November 17,
1907), 12; “Apartments to House 420 Families Will Involve Outlay of $1,500,000,” New York Times (January 5,
1908), 15; “Big Apartment Project Now Nearing Completion,” New York Times (February 2, 1908), C5; “Few
Remaining Corners Along Upper Broadway,” New York Times (November 29, 1908), 12; “New Office Skyscraper
Adjoining Hotel Breslin,” New York Times (December 20, 1908), 12; “Newest Riverside Structure,” New York
Times (January 3, 1909), 13; “Lafayette Goldstone Dies at 80,” New York Times (June 23, 1956), 12; “William L.
Rouse, Retired Architect” (Obituary), New York Times (August 20, 1963), 32; and Christopher Gray, “A Decision to
Save a Lump of Terra Cotta and Brick,” New York Times (December 29, 1996), R5.
24
For more on the Acton Garage, see Cara Youngsun Soh, Historical Development of the Twentieth Century Ramp
Parking Garage (Master’s Thesis, Columbia University School of Architecture, Planning, and Preservation, 2003),
12-14.
25
New Building applications filed by Rouse & Sloan from 1904 through August of 1907 consistently show the firm
as Rouse & Sloan, originally at 396 Broadway and later at 11 East 43rd Street. After April of 1908, Rouse’s name
appears alone on these applications, although he remained at 11 East 43rd Street. By the end of 1908, Rouse moved
to 12 West 32nd Street, the location of Rouse & Goldstone’s first office. New York City directories listed Rouse &
Sloan through 1907, and Rouse independently beginning in 1908.
26
These architects were members of “the first generation of Jews to enter the American architectural profession in
large numbers,” according to historians Andrew S. Dolkart and Susan Tunick, who note that “many of [their] clients
were also Jews, reflecting the emergence of established Jewish New Yorkers as a major force in the local building
and real estate communities.” Edward Blum briefly worked for Rouse & Sloan before forming his partnership with
George Blum in 1909. See Andrew S. Dolkart and Susan Tunick, George & Edward Blum: Texture and Design in
New York Apartment House Architecture (New York: Friends of Terra Cotta Press, 1993), 51. For summaries of the
careers of George and Edward Blum, Emery Roth, and Schwartz & Gross, see Audubon Park Designation Report,
91, 96-97, 99. Goldstone is buried with his wife, Aline Lewis Goldstone, in Shearith Israel Cemetery in Queens,
according to “Harmon Goldstone Dies at 89; Led New York Landmarks Commission,” New York Times (February
23, 2001), A17; in 1927, Rouse was listed in The National Jewish Blue Book, An Elite Directory (Philadelphia: The
Blue Book Publishing Company, 1927), 96.
27
Sources for this section include Annual Report of the Superintendent of Banks of the State of New York (Albany,
N.Y.: J.B. Lyon Company, 1915), 7-10, 30, 32; New York City Directories, 1786 to 1933/34; Manhattan Address
Telephone Directories, 1929 to 1993 (New York: New York Public Library, 1983-1994); “Only $501,053 Left by
Jarmulowsky”; New York City Department of Buildings, Borough of Manhattan New Building Record 25-1911;
and New York City Department of Taxes Photograph (c.1939).
28
New York County, Office of the Register, conveyance liber 298, page 354 (February 23, 1900).
29
New York County, Office of the Register, conveyance liber 81, page 87 (November 2, 1903).
30
“Bank and Office Building for Canal Street,” Real Estate Record and Guide (October 8, 1910), 573.
31
“Latest Dealings in Realty Field,” New York Times (May 28, 1911), XX1.
32
The building was officially completed on April of 1913, according to the new building docket of the New York
City Department of Buildings. The source for the May, 1912 opening date is Shulamith Z. Berger, “The Forward’s
Edifice Complex (Part II),” Lower East Side Jewish Conservancy website (May 2009,
archive.constantcontact.com/fs001/1102527958000/archive/1102586647711.html#LETTER.BLOCK12).
33
“Building for S. Jarmulowsky,” Architecture and Building (November 1912), 446-47.
34
New York County, Office of the Register, conveyance liber 151, page 237 (September 14, 1914).
35
“Jarmulowsky Freed,” New York Tribune (June 30, 1915), 4.
36
“3,000 Depositors in Riot at Bank,” New York Tribune (November 1, 1914), 6.
37
“Jarmulowsky’s Bank Closed by State,” New York Tribune (May 12, 1917), 16.

15 
 
                                                                                                                                                                                                
38
New York County, Office of the Register, conveyance liber 3184, page 122 (July 15, 1920). $200,000 was the
estimated cost listed by Rouse & Goldstone on the building’s New Building application; the $350,000 figure
appeared in “Latest Dealings in Realty Field.”
39
“The North American Bank” (Advertisement), New York Times (December 16, 1920), 34.
40
“$40 Check Issued by Arson Suspect,” New York Times (February 29, 1924), 18; “Now, More Than 30 Unit
Offices, More Than 300,000 Customers” (Advertisement), New York Times (June 6, 1928), 37.
41
Bureau of Buildings for the Borough of Manhattan, “Special Report” (November 7, 1912). The S. Jarmulowsky
Bank Building was characterized as a “bank and office building” on its New Building application; “Latest Dealings
in Realty Field,” as previously noted, called it a “strictly high-class tall bank and office building.” However, the
article “Quick Resale of Fifth Avenue Plot,” New York Tribune (January 21, 1911), 10, stated that “the bank proper
will occupy the first two floors, the rest of the building being given over to lofts and offices.”
42
The circa-1939 New York City Department of Taxes photograph of the building shows several signs mounted on
its exterior advertising tenants such as the All-American Sportswear Company and the New Deal Overall Company.
43
New York County, Office of the Register, conveyance liber 4389, page 12 (November 7, 1945); “Bankruptcy
Proceedings,” New York Times (October 29, 1963), 56; “Harry Perlman, 95, a Maker of Pianos,” New York Times
(April 2, 1966), 23.
44
Frank Angelino, LPC Public Hearing Testimony (June 23, 2009). Angelino was an attorney representing the
building’s owner at the public hearing.
45
Portions of this section are adapted from LPC, Bank of the Metropolis Designation Report (LP-1537) (New York:
City of New York, 1988), prepared by Lisa Koenigsberg; and Beaver Building Designation Report. Other sources
include Paul Goldberger, The Skyscraper (New York: Alfred A. Knopf, 1981), 3-47; Ada Louise Huxtable, The Tall
Building Artistically Reconsidered: The Search for a Skyscraper Style (New York: Pantheon Books, 1984), 26-39;
LPC, (Former) Germania Bank Building Designation Report (LP-2162) (New York: City of New York, 2005),
prepared by Donald Presa; LPC, (Former) Jamaica Savings Bank Designation Report (LP-2109) (New York: City
of New York, 2008), prepared by Elisa Urbanelli, Marjorie Pearson, and Michael D. Caratzas; and New York 1900,
145-201.
46
Significant tripartite skyscrapers from this period include the Renaissance Revival-style American Surety
Company Building (Bruce Price, 1894-96) at 100 Broadway; the Beaux Arts-inspired Broadway Chambers Building
(Cass Gilbert, 1899-1900) at the northwestern corner of Broadway and Chambers Streets; the neo-Renaissance-style
Flatiron Building (D. H. Burnham & Company, 1901-03) at the intersection of Fifth Avenue, Broadway, and 23rd
Street; and the neo-Gothic-style West Street Building (Cass Gilbert, 1905-07) at 90 West Street, all designated New
York City Landmarks.
47
New York 1900, 156.
48
“Quick Resale of Fifth Avenue Plot,” New York Tribune (January 21, 1911), 10.
49
Other tripartite skyscrapers using different materials to differentiate the base, shaft, and capital portions of their
facades include the Broadway Chambers Building, the Broad Exchange Building (Clinton & Russell, 1900-02, a
designated New York City Landmark) at 25 Broad Street, and the Beaver Building.
50
For more information on public clocks during this period, see LPC, Estey Piano Company Factory Designation
Report (LP-2195) (New York: City of New York, 2006), prepared by Michael D. Caratzas, 12-13.
51
On the removal of the rooftop pavilion, see Christopher Gray, “The Unmaking of a ‘Landmark,’” New York Times
(May 26, 1991), R7.
52
Melech Epstein, Jewish Labor in the U.S.A., 1882-1914 (New York: Trade Union Sponsoring Committee, 1950),
323, cited in LPC, Forward Building Designation Report (LP-1419) (New York: City of New York, 1986), prepared
by Shirley Zavin, 10. The plans for the Forward Building were filed on December 31, 1910 (Borough of Manhattan
New Building Record 778-1910). For more on the planning and construction of the Forward Building, see “The
Forward’s Edifice Complex (Part II).” Historian Ronald Saunders termed the area around Straus Square the “Old
Center”; see his Lower East Side: A Guide to Its Jewish Past in 99 New Photographs.

16 
 
                                                                                                                                                                                                
53
Ronald T. Castellano, LPC Public Hearing Testimony (June 23, 2009).
54
The building’s New Building application describes its façade materials as marble, brick, Indiana limestone, and
terra cotta.
55
“Quick Resale of Fifth Avenue Plot,” New York Tribune (January 21, 1911), 10.
56
“Building for S. Jarmulowsky,” Architecture and Building (November 1912), 447.

17 
 
 FINDINGS AND DESIGNATION

On the basis of a careful consideration of the history, the architecture, and other features of this
building, the Landmarks Preservation Commission finds that the S. Jarmulowsky Bank Building has a
special character and special historical and aesthetic interest and value as part of the development,
heritage, and cultural characteristics of New York City.

The Commission further finds that among its important qualities, the S. Jarmulowsky Bank
Building was described at the time of its construction as “the first strictly high-class tall bank and office
building” on the Lower East Side, with a design “equal in every respect [to] the highest grade banking
buildings throughout the city”; that it was completed in 1912 as the architectural showpiece of Sender
Jarmulowsky, one of the Lower East Side’s most prominent bankers; that Jarmulowsky achieved wealth
and fame on the Lower East Side by providing steamship tickets and banking services to the immigrants
of the neighborhood, which was then unrivaled as the world’s largest Jewish community; that Sender
Jarmulowsky was one of the Lower East Side’s leading philanthropists, playing an instrumental role in
the construction of the Eldridge Street Synagogue, which he led as its first president; that the S.
Jarmulowsky Bank Building, which was designed by the firm of Rouse & Goldstone, towered over the
tenements of the Lower East Side when it was completed in 1912, and was a pioneer in introducing the
prevailing skyscraper aesthetic of New York’s major office districts to the Lower East Side; that it was
executed in the “modern Renaissance style” and the tripartite configuration that was standard for tall
buildings of the time; that it originally housed the banking hall and offices of the Jarmulowsky Bank; that
the building features a wealth of Renaissance-inspired ornament on its rusticated limestone base and
ornate terra-cotta crown; that it was sold in 1920 after the death of Sender Jarmulowsky and the
subsequent failure of his bank, and housed a variety of industrial tenants into the twenty-first century; and
that the S. Jarmulowsky Bank Building remains one of the tallest and most distinctive buildings on the
Lower East Side.

Accordingly, pursuant to the provisions of Chapter 74, Section 3020 of the Charter of the City of
New York and Chapter 3 of Title 25 of the Administrative Code of the City of New York, the Landmarks
Preservation Commission designates as a Landmark the S. Jarmulowsky Bank Building, 54 Canal Street
(aka 54-58 Canal Street and 5-9 Orchard Street), Borough of Manhattan, and designates Manhattan Tax
Map Block 294, Lot 8 as its Landmark Site.

Robert B. Tierney, Chair

Pablo E. Vengoechea, Vice-Chair
Frederick Bland, Diana Chapin, Roberta Brandes Gratz,
Christopher Moore, Margery Perlmutter, Commissioners

18 
 
 S. Jarmulowsky Bank Building
54 Canal Street (aka 54-58 Canal Street, 5-9 Orchard Street), Borough of Manhattan
Main Orchard and Canal Street facades
Photo: Christopher D. Brazee, 2009

19 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Photo: Marianne S. Percival, 2007

20 
 
 S. Jarmulowsky Bank Building
Corner entrance and base of Canal Street façade
Photo: Marianne S. Percival, 2007

21 
 
 S. Jarmulowsky Bank Building
Upper stories of Orchard Street facade
Photo: Christopher D. Brazee, 2009

22 
 
 S. Jarmulowsky Bank Building
South facade
Photo: Christopher D. Brazee, 2009

23 
 
 S. Jarmulowsky Bank Building
West facade
Photo: Christopher D. Brazee, 2009

24 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Source: “Latest Dealings in Realty Field,” New York Times (May 28, 1911), XX1.

25 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Source: “Building for S. Jarmulowsky,” Architecture and Building (November 1912), 447.

26 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
New York City Department of Taxes Photograph (c.1939)

27 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades
Source: The New York Public Library Digital Collections (http://digitalgallery.nypl.org/nypldigital/id?1509187)
Courtesy of the Lionel Pincus and Princess Firyal Map Division, The New York Public Library,
Astor, Lenox, and Tilden Foundations

28 
 
 S. Jarmulowsky Bank Building
Main Orchard and Canal Street facades, c.1985
Source: LPC Files

29 
 
 Canal St

58 54

9
Block 294
Lot 8

Orchard St
Allen St

St
ion
D ivis

Map Legend
Designated Landmark Site

New York City Tax Map Lots

Pik

25
e

* Note: Map elements may not be to scale.

St

Feet

S. JARMULOWSKY BANK BUILDING (LP-2363), 54 Canal Street (aka 54-58 Canal Street; 5-9 Orchard Street).
Borough of Manhattan Tax Map Block 294, Lot 8.
Pik
e

Designated: October 13, 2009

St

Graphic Source: New York City Department of City Planning, MapPLUTO, Edition 09v1, 2009. Author: New York City Landmarks Preservation Commission, October 15, 2009, OTK.
EXHIBIT K
Permits
 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017111-B37 PREVIOUS#: M01-2017075-A97

ISSUED DATE: 4/21/2017 PERMIT VALID FROM: 4/29/2017 TO: 5/28/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0117 - VAULT CONSTRUCTION OR ALTERATION
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $135.00 SIDEWALK TYPE: CONCRETE

ATION FEE
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ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OPEN THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: Vault # 4504
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FOR MAX. LENGTH OF: 200 FT
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 NYC Department of Transportation
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STREET OPENING PERMIT
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ISSUED DATE: 4/21/2017 PERMIT VALID FROM: 4/29/2017 TO: 5/28/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0117 - VAULT CONSTRUCTION OR ALTERATION
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $135.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $135.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OPEN THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: Vault # 4530
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TRACKING #: 2017041300667450
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
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PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
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CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
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STIPULATION ACCORDANCE WITH NYC DOT HIGHWAY RULES AND REGULATIONS ON COMPLETION OF THE
PROJECT. FULL FLAG RESTORATION. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
L00002 WORK 10AM TO 10PM SATURDAY AND SUNDAY

L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017111-B38 PREVIOUS#: M01-2017101-A31
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK
VAULTS PERMITTEE IS REQUIRED TO OBTAIN PLAN APPROVAL FROM DOT/PERMIT MANAGEMENT
ENGINEERING REVIEW AT 212-839-4396
WAGE01 NYC ADMINISTRATIVE CODE, 19-142, WORKERS ON EXCAVATIONS: A PERSON TO WHOM A PERMIT
MAY BE ISSUED, TO USE OR OPEN A STREET, SHALL BE REQUIRED, BEFORE SUCH PERMIT MAY BE
ISSUED, TO AGREE THAT NONE BUT COMPETENT WORKERS, SKILLED IN THE WORK REQUIRED OF
THEM, SHALL BE EMPLOYED THEREON, (CONT. ON STIP WAGE02)
WAGE02 ...AND THAT THE PREVAILING SCALE OF UNION WAGES SHALL BE THE PREVAILING WAGE FOR
SIMILAR TITLES AS ESTABLISHED BY THE FISCAL OFFICER PURSUANT TO SEC. TWO HUNDRED
TWENTY OF THE LABOR LAW, PAID TO THOSE SO EMPLOYED.

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
SIDEWALK CONSTRUCTION PERMIT
PERMIT#: M04-2017111-A19 PREVIOUS#: M04-2017101-A02

ISSUED DATE: 4/21/2017 PERMIT VALID FROM: 4/29/2017 TO: 5/28/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0401 - REPAIR SIDEWALK
FEES (NON-REFUNDABLE): ROADWAY TYPE:

ADMINISTR $70.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $70.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OPEN THE SIDEWALK AT:

HOUSE#: 60
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS:
FOR PURPOSE OF:
RELATED AGENCY #:
FOR MAX. LENGTH OF: 100 FT
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0002
TRACKING #: 2017041300667450
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
SIDEWALK CONSTRUCTION PERMIT
PERMIT#: M04-2017111-A19 PREVIOUS#: M04-2017101-A02

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK SATURDAY 9AM-5PM WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IN
STIPULATION ACCORDANCE WITH NYC DOT HIGHWAY RULES AND REGULATIONS ON COMPLETION OF THE
PROJECT. FULL FLAG RESTORATION.
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
039 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO CURB

052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
078 FULL WIDTH OF ROADWAY, INCLUDING PARKING LANES, SHALL BE OPENED TO TRAFFIC WHEN
SITE IS UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
SIDEWALK CONSTRUCTION PERMIT
PERMIT#: M04-2017111-A19 PREVIOUS#: M04-2017101-A02
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
OCMC76 CONTRACTOR MAY NOT REMOVE OR RELOCATE ANY PARKING METERS OR BLOCK PUBLIC ACCESS
TO MUNI-METERS WITHOUT FIRST OBTAINING APPROVAL FROM NYCDOT PARKING METER DIVISION
AT 646-892-1224/1208.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
SIDEWALK CONSTRUCTION PERMIT
PERMIT#: M04-2017111-A20 PREVIOUS#: M04-2017075-A08

ISSUED DATE: 4/21/2017 PERMIT VALID FROM: 4/29/2017 TO: 5/28/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0401 - REPAIR SIDEWALK
FEES (NON-REFUNDABLE): ROADWAY TYPE:

ADMINISTR $70.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $70.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OPEN THE SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal St
FOR PURPOSE OF:
RELATED AGENCY #:
FOR MAX. LENGTH OF: 100 FT
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0004
TRACKING #: 2017041300667450
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
SIDEWALK CONSTRUCTION PERMIT
PERMIT#: M04-2017111-A20 PREVIOUS#: M04-2017075-A08

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH VALID DOB
STIPULATION VARIANCE. RESTORE SIDEWALK AND ROADWAY IN ACCORDANCE WITH NYC DOT HIGHWAY RULES
AND REGULATIONS ON COMPLETION OF THE PROJECT. FULL FLAG RESTORATION. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
039 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO CURB

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
078 FULL WIDTH OF ROADWAY, INCLUDING PARKING LANES, SHALL BE OPENED TO TRAFFIC WHEN
SITE IS UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
SIDEWALK CONSTRUCTION PERMIT
PERMIT#: M04-2017111-A20 PREVIOUS#: M04-2017075-A08
NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
OCMC76 CONTRACTOR MAY NOT REMOVE OR RELOCATE ANY PARKING METERS OR BLOCK PUBLIC ACCESS
TO MUNI-METERS WITHOUT FIRST OBTAINING APPROVAL FROM NYCDOT PARKING METER DIVISION
AT 646-892-1224/1208.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/21/2017 AT 14:45 PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017101-A29 PREVIOUS#: M01-2017065-A17

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0100 - OPEN SIDEWALK TO INSTALL FOUNDATION
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OPEN THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 60
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
FOR MAX. LENGTH OF: 100 FT
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0001
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M012017065A17 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:19

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M012017065A17 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:19 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017101-A29 PREVIOUS#: M01-2017065-A17
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK SATURDAY 9AM-5PM WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017101-A29 PREVIOUS#: M01-2017065-A17
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
OCMC76 CONTRACTOR MAY NOT REMOVE OR RELOCATE ANY PARKING METERS OR BLOCK PUBLIC ACCESS
TO MUNI-METERS WITHOUT FIRST OBTAINING APPROVAL FROM NYCDOT PARKING METER DIVISION
AT 646-892-1224/1208.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK
WAGE01 NYC ADMINISTRATIVE CODE, 19-142, WORKERS ON EXCAVATIONS: A PERSON TO WHOM A PERMIT
MAY BE ISSUED, TO USE OR OPEN A STREET, SHALL BE REQUIRED, BEFORE SUCH PERMIT MAY BE
ISSUED, TO AGREE THAT NONE BUT COMPETENT WORKERS, SKILLED IN THE WORK REQUIRED OF
THEM, SHALL BE EMPLOYED THEREON, (CONT. ON STIP WAGE02)
WAGE02 ...AND THAT THE PREVAILING SCALE OF UNION WAGES SHALL BE THE PREVAILING WAGE FOR
SIMILAR TITLES AS ESTABLISHED BY THE FISCAL OFFICER PURSUANT TO SEC. TWO HUNDRED
TWENTY OF THE LABOR LAW, PAID TO THOSE SO EMPLOYED.

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017101-A30 PREVIOUS#: M01-2017065-A16

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0100 - OPEN SIDEWALK TO INSTALL FOUNDATION
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OPEN THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
FOR MAX. LENGTH OF: 100 FT
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0002
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M012017065A16 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:19

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M012017065A16 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:19 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017101-A30 PREVIOUS#: M01-2017065-A16
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
STREET OPENING PERMIT
PERMIT#: M01-2017101-A30 PREVIOUS#: M01-2017065-A16
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
OCMC76 CONTRACTOR MAY NOT REMOVE OR RELOCATE ANY PARKING METERS OR BLOCK PUBLIC ACCESS
TO MUNI-METERS WITHOUT FIRST OBTAINING APPROVAL FROM NYCDOT PARKING METER DIVISION
AT 646-892-1224/1208.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK
WAGE01 NYC ADMINISTRATIVE CODE, 19-142, WORKERS ON EXCAVATIONS: A PERSON TO WHOM A PERMIT
MAY BE ISSUED, TO USE OR OPEN A STREET, SHALL BE REQUIRED, BEFORE SUCH PERMIT MAY BE
ISSUED, TO AGREE THAT NONE BUT COMPETENT WORKERS, SKILLED IN THE WORK REQUIRED OF
THEM, SHALL BE EMPLOYED THEREON, (CONT. ON STIP WAGE02)
WAGE02 ...AND THAT THE PREVAILING SCALE OF UNION WAGES SHALL BE THE PREVAILING WAGE FOR
SIMILAR TITLES AS ESTABLISHED BY THE FISCAL OFFICER PURSUANT TO SEC. TWO HUNDRED
TWENTY OF THE LABOR LAW, PAID TO THOSE SO EMPLOYED.

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A09 PREVIOUS#: M02-2017065-A13

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0201 - PLACE MATERIAL ON STREET
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0003
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A13 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:20

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A13 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:20 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A09 PREVIOUS#: M02-2017065-A13
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A09 PREVIOUS#: M02-2017065-A13
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A10 PREVIOUS#: M02-2017065-A20

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0211 - OCCUPANCY OF ROADWAY AS STIPULATED
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 60
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0004
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A20 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:20

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A20 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:20 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A10 PREVIOUS#: M02-2017065-A20
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK SATURDAY 9AM-5PM WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A10 PREVIOUS#: M02-2017065-A20
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
HIQA01 THIS PERMIT ONLY ALLOWS FOR THE CLOSURE OF A ROADWAY OR SIDEWALK AS STIPULATED.
ANY STORAGE OF MATERIAL OR STORAGE OF EQUIPMENT REQUIRES A SEPARATE PERMIT.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A11 PREVIOUS#: M02-2017065-A21

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0215 - OCCUPANCY OF SIDEWALK AS STIPULATED
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 60
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0005
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A21 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:20

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A21 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:20 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A11 PREVIOUS#: M02-2017065-A21
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK SATURDAY 9AM-5PM WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A11 PREVIOUS#: M02-2017065-A21
HIQA01 THIS PERMIT ONLY ALLOWS FOR THE CLOSURE OF A ROADWAY OR SIDEWALK AS STIPULATED.
ANY STORAGE OF MATERIAL OR STORAGE OF EQUIPMENT REQUIRES A SEPARATE PERMIT.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A12 PREVIOUS#: M02-2017065-A14

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0215 - OCCUPANCY OF SIDEWALK AS STIPULATED
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0006
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A14 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:21

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A14 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:21 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A12 PREVIOUS#: M02-2017065-A14
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A12 PREVIOUS#: M02-2017065-A14
HIQA01 THIS PERMIT ONLY ALLOWS FOR THE CLOSURE OF A ROADWAY OR SIDEWALK AS STIPULATED.
ANY STORAGE OF MATERIAL OR STORAGE OF EQUIPMENT REQUIRES A SEPARATE PERMIT.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A13 PREVIOUS#: M02-2017065-A15

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0221 - TEMP. CONST. SIGNS/MARKINGS
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0007
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A15 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:21

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A15 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:21 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A13 PREVIOUS#: M02-2017065-A15
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
101 THE PERMITTEE IS REQUIRED TO INSTALL, MAINTAIN, AND REMOVE ALL NECESSARY TEMPORARY
PARKING AND REGULATORY SIGNS AND PAVEMENT MARKINGS AND RESTORE TO THEIR ORIGINAL
CONDITION PER NYCDOT STANDARDS PRIOR TO THE EXPIRATION OF THE PERMIT. PERMITTEE
MUST NOTIFY NYPD/TRAFFIC MANAGEMENT CENTER 48 HOURS PRIOR TO CHANGING ANY
SIGNS/MARKINGS. APPROVED PLANS MUST BE ON SITE.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A13 PREVIOUS#: M02-2017065-A15
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
SIGNS CONTRACTOR/PERMITTEE IS REQUIRED TO POST AND MAINTAIN ADVISORY SIGNS A MINIMUM OF
48HRS PRIOR TO CHANGING EXISTING PARKING REGULATION SIGNS TO APPROVED TEMPORARY
CONSTRUCTION PARKING REGULATION SIGNS. THE SIGNS SHOULD BE POSTED ON ALL POLES AND
DRIVE RAILS ON THE SEGMENT AFFECTED INDICATING THE DATE OF THE CHANGE,THE NEW
REGULATIONS AND A TELEPHONE NUMBER TO OBTAIN INFORMATION.
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A14 PREVIOUS#: M02-2017065-A22

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 60
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Maintain Fence
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0009
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A22 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:22

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A22 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:22 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A14 PREVIOUS#: M02-2017065-A22
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK SATURDAY 9AM-5PM WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A14 PREVIOUS#: M02-2017065-A22
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A15 PREVIOUS#: M02-2017065-A16

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Maintain Fence
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0010
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A16 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:22

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A16 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:22 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A15 PREVIOUS#: M02-2017065-A16
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A15 PREVIOUS#: M02-2017065-A16
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A16 PREVIOUS#: M02-2017065-A23

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 60
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Barricades( 1 )
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0011
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A23 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:22

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A23 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:22 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A16 PREVIOUS#: M02-2017065-A23
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK SATURDAY 9AM-5PM WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
048 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A16 PREVIOUS#: M02-2017065-A23
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A17 PREVIOUS#: M02-2017065-A17

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Barriers( 1 )
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0012
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A17 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:23

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A17 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:23 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A17 PREVIOUS#: M02-2017065-A17
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
048 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A17 PREVIOUS#: M02-2017065-A17
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A18 PREVIOUS#: M02-2017065-A18

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Fence on Barriers( 1
)
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0013
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A18 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:23

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A18 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:23 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A18 PREVIOUS#: M02-2017065-A18
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
048 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A18 PREVIOUS#: M02-2017065-A18
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A19 PREVIOUS#: M02-2017065-A19

ISSUED DATE: 4/11/2017 PERMIT VALID FROM: 4/11/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

Amend and $15.00 SIDEWALK TYPE: CONCRETE

Reissue
Fee
TOTAL : $15.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: CANAL STREET

FROM STREET: ALLEN STREET

TO STREET: ORCHARD STREET
LOCATION DETAILS: aka 9 Orchard St
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Washout Box( 1 )
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0014
TRACKING #: 2017040300962887
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PREVIOUS PERMIT #: M022017065A19 PREVIOUS PERMIT EXPIRATION 4/11/2017 9:32:24

DATE: AM
NEW PERMIT START DATE: 04/11/17
NEW PERMIT END DATE : 05/27/17
PERMIT #M022017065A19 WAS AMENDED AND EXPIRED AS OF4/11/2017 9:32:24 AM. PERMIT WAS AMENDED TO CHANGE
PERMIT DETAILS AND/OR PERMIT STIPULATIONS.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A19 PREVIOUS#: M02-2017065-A19
PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC WORK 9AM-5PM SATURDAY WITH VALID DOB VARIANCE. RESTORE SIDEWALK AND ROADWAY IAW
STIPULATION NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG RESTORATION. FULL WIDTH OF THE
SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT. AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
014 MAINTAIN A 5 FOOT CLEAR PROTECTED PEDESTRIAN WALKWAY IN ROADWAY. WALKWAY MUST
MEET NYCDOT SPECIFICATIONS AND MUST BE PROTECTED BY TIMBER BARRIER, WATER-FILLED
BARRIER OR CONCRETE JERSEY BARRIER (CONCRETE JERSEY BARRIER MUST BE PERMITTED
SEPARATELY) . WALKWAY MUST BE RAMPED AT ENTRY TO SIDEWALK FOR HANDICAPPED
ACCESSIBILITY.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
048 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

052 OCCUPY 11 FOOT WIDTH OF ROADWAY ADJACENT TO SOUTH CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE03 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL

2/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017101-A19 PREVIOUS#: M02-2017065-A19
BKBR01 BROOKLYN BRIDGE CONTRACT 6 WILL REQUIRE NUMEROUS OVERNIGHT AND WEEKEND
CLOSURES OF INBOUND VEHICULAR TRAFFIC. DURING THESE CLOSURES ALL CONSTRUCTION
EMBARGOS AND/OR TEMPORARY CONSTRUCTION PARKING RESTRICTIONS MUST BE COMPLIED
WITH.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SE7837 WORK EMBARGO: 7/31/17 12:01am - 8/19/17 11:59pm for Summer Streets - Embargo NYC DOT MAY
REQUIRE FULL RESTORATION OF ROADWAY AND/OR SIDEWALK FOR PUBLIC USE AS IT RELATES
TO THE EVENT. PLEASE CONTACT DOT SPECIAL EVENTS (SPECIALEVENTS@DOT.NYC.GOV) FOR
FURTHER INFORMATION. All inclusive: (72 St-8 St-5Ave-3Ave); (8 St-Park Row-Broadway-Cooper
Sq/Bowery/Chatham Sq/Park Row); Brooklyn Bridge; Manhattan Bridge;
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 04/11/2017 AT 09:32 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
PROTECTED STREET OPENING PERMIT
PERMIT#: M01-2017073-A46

ISSUED DATE: 3/14/2017 PERMIT VALID FROM: 3/14/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0100P - OPEN PROTECTED SIDEWALK FOR
FOUNDATION
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $405.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $405.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OPEN THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
FOR MAX. LENGTH OF: 100 FT
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0001
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/14/2017 AT 10:59 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
PROTECTED STREET OPENING PERMIT
PERMIT#: M01-2017073-A46
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
049 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO EAST CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/14/2017 AT 10:59 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
PROTECTED STREET OPENING PERMIT
PERMIT#: M01-2017073-A46
NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
OCMC76 CONTRACTOR MAY NOT REMOVE OR RELOCATE ANY PARKING METERS OR BLOCK PUBLIC ACCESS
TO MUNI-METERS WITHOUT FIRST OBTAINING APPROVAL FROM NYCDOT PARKING METER DIVISION
AT 646-892-1224/1208.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK
WAGE01 NYC ADMINISTRATIVE CODE, 19-142, WORKERS ON EXCAVATIONS: A PERSON TO WHOM A PERMIT
MAY BE ISSUED, TO USE OR OPEN A STREET, SHALL BE REQUIRED, BEFORE SUCH PERMIT MAY BE
ISSUED, TO AGREE THAT NONE BUT COMPETENT WORKERS, SKILLED IN THE WORK REQUIRED OF
THEM, SHALL BE EMPLOYED THEREON, (CONT. ON STIP WAGE02)
WAGE02 ...AND THAT THE PREVAILING SCALE OF UNION WAGES SHALL BE THE PREVAILING WAGE FOR
SIMILAR TITLES AS ESTABLISHED BY THE FISCAL OFFICER PURSUANT TO SEC. TWO HUNDRED
TWENTY OF THE LABOR LAW, PAID TO THOSE SO EMPLOYED.

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/14/2017 AT 10:59 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A33

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0201 - PLACE MATERIAL ON STREET
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
INSPECTIO $90.00
N FEE
TOTAL : $140.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0002
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A33
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
049 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO EAST CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A33
NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A34

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0202 - CROSSING SIDEWALK
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0003
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A34
PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS
SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A34
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A35

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0211 - OCCUPANCY OF ROADWAY AS STIPULATED
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0004
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A35
PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS
SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
049 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO EAST CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
HIQA01 THIS PERMIT ONLY ALLOWS FOR THE CLOSURE OF A ROADWAY OR SIDEWALK AS STIPULATED.
ANY STORAGE OF MATERIAL OR STORAGE OF EQUIPMENT REQUIRES A SEPARATE PERMIT.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A35
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A36

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0215 - OCCUPANCY OF SIDEWALK AS STIPULATED
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0005
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A36
PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS
SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
HIQA01 THIS PERMIT ONLY ALLOWS FOR THE CLOSURE OF A ROADWAY OR SIDEWALK AS STIPULATED.
ANY STORAGE OF MATERIAL OR STORAGE OF EQUIPMENT REQUIRES A SEPARATE PERMIT.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A36
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A37

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0221 - TEMP. CONST. SIGNS/MARKINGS
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0006
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A37
PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS
SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
101 THE PERMITTEE IS REQUIRED TO INSTALL, MAINTAIN, AND REMOVE ALL NECESSARY TEMPORARY
PARKING AND REGULATORY SIGNS AND PAVEMENT MARKINGS AND RESTORE TO THEIR ORIGINAL
CONDITION PER NYCDOT STANDARDS PRIOR TO THE EXPIRATION OF THE PERMIT. PERMITTEE
MUST NOTIFY NYPD/TRAFFIC MANAGEMENT CENTER 48 HOURS PRIOR TO CHANGING ANY
SIGNS/MARKINGS. APPROVED PLANS MUST BE ON SITE.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A37
SIGNS CONTRACTOR/PERMITTEE IS REQUIRED TO POST AND MAINTAIN ADVISORY SIGNS A MINIMUM OF
48HRS PRIOR TO CHANGING EXISTING PARKING REGULATION SIGNS TO APPROVED TEMPORARY
CONSTRUCTION PARKING REGULATION SIGNS. THE SIGNS SHOULD BE POSTED ON ALL POLES AND
DRIVE RAILS ON THE SEGMENT AFFECTED INDICATING THE DATE OF THE CHANGE,THE NEW
REGULATIONS AND A TELEPHONE NUMBER TO OBTAIN INFORMATION.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A38

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Maintain Fence
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0007
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A38
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
049 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO EAST CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A38
NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A39

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Barricades( 1 )
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0008
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A39
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
013 MAINTAIN A MINIMUM 5 FOOT CLEAR PEDESTRIAN WALK ON THE SIDEWALK

037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
049 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO EAST CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A39
NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A40

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Line Pump( 1 )
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0009
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A40
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
049 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO EAST CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A40
NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A41

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#:
ON STREET: ALLEN STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS: aka 60 Canal Street
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Tow Along Line
Pump( 1 )
INSPECT DIST: 11 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0010
TRACKING #: 2017022700859637
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A41
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC PROTECTED STREET RESTORATION REQUIRED. WORK SATURDAY 9AM-5PM WITH DOB VARIANCE.
STIPULATION RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
037 SECTION 24-224 ADMINISTRATIVE CODE VARIANCE GRANTED FOR HOURS AND DAYS STIPULATED
HEREIN
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
049 OCCUPY 8 FOOT WIDTH OF ROADWAY ADJACENT TO EAST CURBLINE

066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF

DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
BIKE01 IF WORK IS AFFECTING A BIKE ROUTE/LANE, CONTRACTOR MUST POST ADVANCE WARNING SIGNS
350' & 200' PRIOR TO WORK ZONE "CONSTRUCTION IN BIKE LANE AHEAD PROCEED WITH
CAUTION" AND ALSO POST SIGN AT WORK ZONE "CONSTRUCTION IN BIKE LANE,PROCEED WITH
CAUTION". SUCH SIGNS SHALL BE ORANGE,3'X3',DIAMOND SHAPE,WITH 4" BLACK LETTERING.
SIGNS SHALL BE POSTED IN ACCORDANCE WITH FEDERAL M.U.T.C.D.MANUAL
GRNBIK RESTORATION OF ROADWAY WHICH HAS GREEN COLORED BIKE LANE MARKING MUST BE
RESTORED WITH METHYL METHACRYLATE (MMA) OR APPROVED EQUIVALENT ON NYCDOT'S
APPROVED LIST. FOR PRODUCT LISTING AND COMPLETE MMA SPECIFICATION, SEE
HTTP://WWW.NYC.GOV/HTML/DOT/DOWNLOADS/PDF/PAVEMENT-MARKING-SPECS-MMA-CST.PDF .
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A41
NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
STP001 THIS PERMIT REQUIRES REVIEW AND RELEASE FOR SPECIAL TRAFFIC PROJECT RESTORATION.

TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:49 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A24

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0201 - PLACE MATERIAL ON STREET
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
INSPECTIO $90.00
N FEE
TOTAL : $140.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0001
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A24
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

023 MAINTAIN ONE 11 FOOT LANE FOR TRAFFIC

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A24
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A25

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0211 - OCCUPANCY OF ROADWAY AS STIPULATED
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0002
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A25
PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS
SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

023 MAINTAIN ONE 11 FOOT LANE FOR TRAFFIC

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
HIQA01 THIS PERMIT ONLY ALLOWS FOR THE CLOSURE OF A ROADWAY OR SIDEWALK AS STIPULATED.
ANY STORAGE OF MATERIAL OR STORAGE OF EQUIPMENT REQUIRES A SEPARATE PERMIT.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A25

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A26

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0215 - OCCUPANCY OF SIDEWALK AS STIPULATED
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0003
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/2 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 2

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A26
PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS
SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
011 POST SIGNS MEETING NYCDOT SPECIFICATIONS FOR DIRECTING PEDESTRIANS TO OPPOSITE
SIDEWALK. SIGNS MUST BE POSTED AT WORK ZONES AS WELL AS BOTH INTERSECTIONS OF
AFFECTED SIDEWALK.
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
HIQA01 THIS PERMIT ONLY ALLOWS FOR THE CLOSURE OF A ROADWAY OR SIDEWALK AS STIPULATED.
ANY STORAGE OF MATERIAL OR STORAGE OF EQUIPMENT REQUIRES A SEPARATE PERMIT.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

2/2 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 2

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A27

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0221 - TEMP. CONST. SIGNS/MARKINGS
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0004
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A27
PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS
SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
101 THE PERMITTEE IS REQUIRED TO INSTALL, MAINTAIN, AND REMOVE ALL NECESSARY TEMPORARY
PARKING AND REGULATORY SIGNS AND PAVEMENT MARKINGS AND RESTORE TO THEIR ORIGINAL
CONDITION PER NYCDOT STANDARDS PRIOR TO THE EXPIRATION OF THE PERMIT. PERMITTEE
MUST NOTIFY NYPD/TRAFFIC MANAGEMENT CENTER 48 HOURS PRIOR TO CHANGING ANY
SIGNS/MARKINGS. APPROVED PLANS MUST BE ON SITE.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
SIGNS CONTRACTOR/PERMITTEE IS REQUIRED TO POST AND MAINTAIN ADVISORY SIGNS A MINIMUM OF
48HRS PRIOR TO CHANGING EXISTING PARKING REGULATION SIGNS TO APPROVED TEMPORARY
CONSTRUCTION PARKING REGULATION SIGNS. THE SIGNS SHOULD BE POSTED ON ALL POLES AND
DRIVE RAILS ON THE SEGMENT AFFECTED INDICATING THE DATE OF THE CHANGE,THE NEW
REGULATIONS AND A TELEPHONE NUMBER TO OBTAIN INFORMATION.
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A27

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A28

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Maintain Fence
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0005
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A28
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
011 POST SIGNS MEETING NYCDOT SPECIFICATIONS FOR DIRECTING PEDESTRIANS TO OPPOSITE
SIDEWALK. SIGNS MUST BE POSTED AT WORK ZONES AS WELL AS BOTH INTERSECTIONS OF
AFFECTED SIDEWALK.
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A28

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A29

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Barriers( 1 )
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0006
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A29
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

023 MAINTAIN ONE 11 FOOT LANE FOR TRAFFIC

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A29
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A30

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Loading Dock( 1 )
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0007
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A30
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

023 MAINTAIN ONE 11 FOOT LANE FOR TRAFFIC

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A30
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A31

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Hoist( 1 )
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0008
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A31
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

023 MAINTAIN ONE 11 FOOT LANE FOR TRAFFIC

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A31
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A32

ISSUED DATE: 3/6/2017 PERMIT VALID FROM: 3/6/2017 TO: 5/27/2017

BOROUGH: MANHATTAN PERMIT TYPE: 0204 - PLACE EQUIPMENT OTHER THAN CRANE OR
SHOV
FEES (NON-REFUNDABLE): ROADWAY TYPE: ASPHALT

ADMINISTR $50.00 SIDEWALK TYPE: CONCRETE

ATION FEE
TOTAL : $50.00 PAID

PERMISSION HEREBY GRANTED TO:

NAME: DNP BUILDERS LLC LICENSE #: None
CONTACT NAME: TUTINO ANTONIO CONTRACT #: None
PHONE: 2129298320 SPONSORING AGENCY: None
ADDRESS: 133 - WEST 25 STREET, #6E NEW YORK NY 10001

TO OCCUPY THE ROADWAY AND/OR SIDEWALK AT:

HOUSE#: 9
ON STREET: ORCHARD STREET

FROM STREET: CANAL STREET

TO STREET: DIVISION STREET
LOCATION DETAILS:
FOR PURPOSE OF: NB Project
RELATED AGENCY #:
EQUIPMENT TYPE: Tow Along Line
Pump( 1 )
INSPECT DIST: 9 COMM. BOARD: 03
RECORDED: None SEQUENCE #: 0009
TRACKING #: 2017022700851167
Note: If House Number is not provided Permittee shall use “Location Details” box to indicate a specific location of the work area within a
block (for all non-Contract work, i.e. Contract #: None).

PERMITTEE SHALL COMPLY WITH ALL APPLICABLE LAWS, RULES AND SPECIFICATIONS OF THE NEW YORK CITY
DEPARTMENT OF TRANSPORTATION AND WITH THE TERMS AND CONDITIONS OF THE PERMIT. FAILURE TO COMPLY
MAY RESULT IN REVOCATION OF THE PERMIT BY THE COMMISSIONER.

TAMPERING WITH OR KNOWINGLY MAKING A FALSE ENTRY IN OR FALSELY ALTERING THIS PERMIT MAY RESULT IN A RESTRICTION
IN OBTAINING FUTURE NYCDOT PERMITS.

NYS LAW

1/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 1 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A32
CALL NEW YORK 811, INC. AT 1-800-272-4480 OR 811 BEFORE STREET OPENING EXCAVATIONS. NEW YORK STATE INDUSTRIAL CODE
RULE 753 MANDATES 2-10 BUSINESS DAYS NOTICE PRIOR TO DIGGING.

PERMITTEE SHALL COMPLY WITH ALL OF THE FOLLOWING STIPULATIONS

SPECIFIC RESTORE SIDEWALK AND ROADWAY IAW NYC DOT HIGHWAY RULES AND REGULATION. FULL FLAG
STIPULATION RESTORATION. FULL WIDTH OF THE SIDEWALK AND ROADWAY UPON COMPLETION OF PROJECT.
AJ
012 FLAG PERSON MUST BE PROVIDED TO STOP PEDESTRIAN AND/OR VEHICLE TRAFFIC WHILE
LIFTING MATERIALS OVERHEAD AND ALSO WHEN CROSSING SIDEWALK IN CONJUCTION WITH
CROSSING SIDEWALK PERMITS.
019 WORK 7AM - 6PM, MONDAY THROUGH FRIDAY

023 MAINTAIN ONE 11 FOOT LANE FOR TRAFFIC

038 ALL TEMPORARY TRAFFIC CONTROL DEVICES, INCLUDING BUT NOT LIMITED TO SIGNS,
CHANNELIZING DEVICES, FENCING AND MARKINGS SHALL BE PROVIDED, INSTALLED, MAINTAINED
AND REMOVED BY THE PERMITTEE IN ACCORDANCE WITH THE MOST RECENT VERSION OF PART 6
OF THE MANUAL ON UNIFORM TRAFFIC CONTROL DEVICES FOR STREETS AND HIGHWAYS
(MUTCD). OBTAIN THE MUTCD AT HTTP://MUTCD.FHWA.DOT.GOV .
066 DO NOT PLACE MATERIALS, TRAILERS,CRANES, CONTAINERS, OR EQUIPMENT IN FRONT OF
DRIVEWAYS, BUS STOPS, WITHIN FIFTEEN FEET OF A FIRE HYDRANT, IN AUTHORIZED PARKING
ZONES OR BLOCKING ACCESS TO DEP WATER TESTING BOXES. IF WORK IS DIRECTLY IN ABOVE
AREAS, MAY BE IN VICINITY DURING STIPULATED WORK HOURS BUT NOT WHEN SITE IS
UNATTENDED.
091 THIS PERMIT ACTIVITY MAY NOT START UNTIL THE PERMITTEE COORDINATES ALL WORK WITH ANY
ONGOING CONSTRUCTION AND WITH THE PROJECT/RESIDENT ENGINEER FOR ANY ONGOING
CAPITAL PROJECTS.
103 PARKING OF NON-COMMERCIAL VEHICLES ON THE STREET (ROADWAY AND SIDEWALK) WITHIN
WORK ZONES IS PROHIBITED.
107 LOADING AND UNLOADING, STANDING OR PARKING IN A LANE ADJACENT TO THE WORK ZONE IN
THE ROADWAY IS PROHIBITED. THIS APPLIES TO PERMITTEES AND ALL OF THEIR
SUBCONTRACTORS.
L00007 CONTRACTOR SHALL BE RESPONSIBLE FOR ALL EQUIPMENT, VEHICLES AND PERSONNEL ON OR
AROUND WORK SITE.
L00008 PARKING OF NON COMMERCIAL VEHICLES ON THE ROADWAY, SIDEWALK OR WITHIN THE WORK
ZONE IS PROHIBITED. VIOLATORS SHALL BE FINED AND PERMITS WILL BE SUSPENDED FOR NON
COMPLIANCE.
LMZONE REQUIRES LOWER MANHATTAN BOROUGH COMMISSIONER'S OFFICE (LMBCO) REVIEW

NOISE1 BY SUBMITTING THIS APPLICATION AND/OR RENEWAL REQUEST, THE PERMITTEE CERTIFIES ITS
COMPLIANCE WITH ALL APPLICABLE CITYWIDE CONSTRUCTION NOISE MITIGATION REQUIREMENTS
INCLUDING, BUT NOT LIMITED TO THE DEVELOPMENT OF A COMPLIANT NOISE MITIGATION OR
ALTERNATIVE NOISE MITIGATION PLAN. PLEASE CONTACT THE NYC DEPARTMENT OF
ENVIRONMENTAL PROTECTION (WWW.NYC.GOV/DEP)FOR FURTHER INFORMATION.
SCHOOL NO WORK TO BE PERFORMED WITHIN BLOCK FRONTING SCHOOL INCLUDING INTERSECTIONS FOR
ONE HOUR PRIOR TO SCHOOL START TIME THROUGH ONE HOUR AFTER END OF SCHOOL TIME.
PERMITTEE MUST NOTIFY SCHOOL PRINCIPAL IN WRITING 48 HOURS PRIOR TO BEGINNING ANY
WORK. THIS STIP VOIDS ANY/ ALL OTHER CONFLICTING STIPS ON THIS PERMIT UNLESS
ACCOMPANIED WITH VARIANCE STIP VAR001.

2/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 2 / 3

 NYC Department of Transportation
Office of Permit Management
BUILDING OPERATION PERMIT
PERMIT#: M02-2017065-A32
TMC001 CONTRACTORS WHO AT ANY TIME DURING THEIR PERMITTED WORK ENCOUNTER TRAFFIC
SURVEILLANCE CAMERAS, DETECTION EQUIP OR ANY TYPE OF COMMUNICATION EQUIPMENT
(WIRELESS OR HARD-WIRED) ON ANY NYCDOT FACILITY, THAT IS NOT INCLUDED ON THE
DESIGN/BUILD DWGS, SHALL IMMEDIATELY NOTIFY NYCDOT TRAFFIC MANAGEMENT AT
TMC@DOT.NYC.GOV & 718-433-3390/40 AND AWAIT DIRECTION PRIOR TO CONTINUING WORK

3/3 PERMIT ACCEPTED BY PERMITTEE ON 03/06/2017 AT 08:47 AM PAGE: 3 / 3

 EXHIBIT L
Gardiner and Theobald Contract
 9 ORCHARD STREET
PROPOSAL FOR PROJECT MANAGEMENT SERVICES

May 2016
C L I E N T L I S T | SA MPLE

The New York Times Clifford Chance US LLP Asprey Wet Republic
Brooklyn Bridge Park Latham & Watkins LLP Bottega Venetta Willow Hotels
Dechert LLP Linklaters LLP Burberry Li & Fung
Starr Restaurant Organization Corbis Cartier Gleacher
Andre Balazs Disney Gucci Hakkasan
JP Morgan Chase EMI Louis Vuitton The City of New York
Manhattan School of Music Dow Jones Mercedes-Benz Museum of Art & Design
United Nations Grey Tiffanys Whitney Museum
L&L Holdings Grey Healthcare TopShop NYAS
Beacon Capital Hachette Filipacchi Media Canyon Partners Coach
Societe Generale Horizon Mediar Centurion Partners Limited Brands
Proskauer Rose MediaCom Highgate Hotels
White & Case News Corporation Schrager Hotels
NYULMC Oxford University Press Standard Hotel & Restaurant
CUMC Candy & Candy The Pierre Hotel
NYC DDC Jamestown TAJ Resorts & Palaces
 CO NTE NTS

1. Company Background

2. Relevant Experience

3. Project Team

4. Project Approach

5. Fee Proposal

6. Acceptance

7. Terms and Conditions

3 | gardiner&theobald
1. COM PA N Y B A C K G R O UND

“Gardiner & Theobald has been providing Project CAPABILITIES

and Cost Management services throughout the
Our consulting services are delivered by our professional groups:
United States for 24 years.”
Project Management Group
BACKGROUND
The Project Management Group provides a complete Project
Gardiner & Theobald is an independent global consultancy Management service through design, construction and project
offering a range of services to the construction and property close-out. Our Project Management Group provides development
industry including project, cost and construction management. monitoring, scheduling and risk assessment where required. Our
We work with clients across the world, finding solutions that Project Management Group is comprised of individuals with
exceed expectations and add value to projects. academic backgrounds in either Architecture, Engineering, FFE
and Construction Cost Accounting.
Our beginnings can be traced back to London, 1835 when the
practice was founded. Today our Head Office remains in London Cost Management Group
and we have more than 1,000 staff working across 50 countries
with expertise in many sectors. Our blue chip client portfolio The Cost Management Group provides the services of estimating,
includes occupiers, developers, contractors, financial institutions cost planning and cost management from inception through
and local and central governments across the world. design and construction, and financial close-out.

With 180 years of history and heritage, we are proud to remain In addition to standard services, our Cost Management Group
an independent consultancy. provides value engineering and financial peer review services as
and when required. We do not subcontract out any of our Cost
Gardiner & Theobald Inc. is a division of Gardiner & Theobald Estimating or Cost Management services. We have an extensive
LLP, and for the past 24 years has been working throughout in-house database of construction and related costs, which allows
North America and the Caribbean delivering projects of all types. us to provide accurate budgeting and estimating as part of our
overall service.
We have offices located in New York City, Los Angeles, Miami
and New Jersey. We are currently managing projects with a Our Cost Management Group is comprised of individuals
combined total project value in excess of $8 Billion, with projects with the academic background of Quantity Surveying, and the
ranging from landscaping and masterplanning, luxury hospitality majority are Chartered Members of the Royal Institution of
to high-end residential, and from commercial developments to Chartered Surveyors.
civic buildings and museums.
Risk Management Group
With 125 full time staff in the United States offices, we have a
deep-rooted history which provides a level of professionalism We formed our Risk Management Group to provide risk
and a culture of client service. We guarantee to deliver a assessment and analysis ensuring that the identification,
comprehensive “start to finish” service which not only allows you management and mitigation of risk is inherent in all our services.
to concentrate your expertise on your day to day business but
also adds certainty that your project is completed on time and to
budget. The Combined Service of Project and Cost Management

Our Project Management Approach is unique in the US

market. Our standard service includes full Cost Estimating
and Cost Management (Quantity Surveying) to compliment
full Project Management services. This means that we “set the
market” instead of the Contractors, which results in significant
cost savings and certainty of price to the Client. Our detailed
approach to Cost Management provides accurate budget
forecasting as opposed to reporting.

4 | gardiner&theobald
1. COM PA N Y B A C K G R O UND | AM ER I CAS PR ES ENCE

G&T OFFICE LOCATIONS OTHER EXPERIENCE

NEW YORK, NY ANGUILLA PALM SPRINGS, CA
MORRISTOWN, NJ BAHAMAS PROVIDENCE, RI
LOS ANGELES, CA BOSTON, MA SAN FRANCISCO, CA
MIAMI, FL BOULDER, CO SEATTLE, WA
CHICAGO, IL SILICON VALLEY, CA
DALLAS, TX STAMFORD, CT
JERSEY CITY, NJ DOMINICAN REPUBLIC
KAUAI, HI ST. BARTHS
LAS VEGAS, NV ST. LUCIA
FT. MYERS, FL THE GRENADINES
HONOLULU, HI TORONTO, CANADA
NEW HAVEN, CT WASHINGTON DC

5 | gardiner&theobald
1. COM PA N Y B A C K G R O UND | I NTER NATI ONAL PR ES ENCE

UNITED KINGDOM

EUROPE

MIDDLE EAST
AMERICAS AND THE CARIBBEAN
ASIA

G&T OFFICE LOCATIONS WIDER PROJECT EXPERIENCE

AMERICAS AND THE MIDDLE EAST AMERICAS AND THE EUROPE SLOVAKIA
CARIBBEAN ABU DHABI CARIBBEAN AUSTRIA SLOVENIA
LOS ANGELES DUBAI BARBADOS BULGARIA TURKEY
MIAMI QATAR BRITISH VIRGIN ISLANDS CROATIA UKRAINE
NEW JERSEY CANADA CYPRUS
NEW YORK UNITED KINGDOM CAYMAN ISLANDS CZECH REPUBLIC MIDDLE EAST
BRISTOL HAWAII ESTONIA BAHRAIN
ASIA CAMBRIDGE MEXICO FINLAND ISRAEL
BENGALURU EDINBURGH ST BARTHELEMY FRANCE KUWAIT
MUMBAI GLASGOW TURKS & CAICOS GREECE LEBANON
LEEDS HUNGARY OMAN
EUROPE LONDON AFRICA KAZAKHSTAN SAUDI ARABIA
BERLIN MANCHESTER EGYPT LATVIA
COPENHAGEN NEWCASTLE LIBYA LITHUANIA ASIA
DUBLIN OXFORD MAURITIUS LUXEMBOURG CHINA
STOCKHOLM SCUNTHORPE MOROCCO NORWAY HONG KONG
TIVAT SOUTHAMPTON RWANDA POLAND INDONESIA
ZURICH TANZANIA ROMANIA SINGAPORE
RUSSIA THAILAND
SERBIA
AUSTRALASIA
AUSTRALIA

6 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

425 PARK
New York, NY

DESCRIPTION:

This new Foster + Partners designed skyscraper will replace the current 1950s white-brick building occupying the site
and will be the first full-block office development on this historic stretch in half a century.

Each of the three tiers - low, medium and high rise - is defined by a landscaped terrace that will offer panoramic views
across Manhattan and Central Park.

CLIENT: L & L Holding Company

SERVICES: Project & Cost Management

SIZE: 670,000 SF

7 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

28 LIBERTY (FORMERLY ONE CHASE MANHATTAN PLAZA)

Brooklyn, NY

DESCRIPTION:

Gardiner & Theobald is providing project and cost management services for the repositioning of 28 Liberty Street the
former headquarters for JP Morgan Chase. The project costs of the creation of 4 floors of below grade retail, a restoration
to the landmarked plaza and full building infrastructure upgrade which include elevators and all base building MEP
systems. The project also includes the liquidation and demolition of the former Chase floors in preparation for future
tenants as well as the pre-building of multitenant floors and a new event space on the 60th floor.

CLIENT: Chase

SERVICES: Project & Cost Management

8 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

ONE VANDERBILT PLACE

New York, NY

DESCRIPTION:

Gardiner & Theobald is providing ongoing Cost Consulting services for the core and shell of One Vanderbilt Place, a
1,501 foot skyscraper being developed by SL Green Realty. The building is approximately 1,771,000 SF and taller than
the Empire State Building. The skyscraper will include offices, retail space, an observation deck and lounge/ bar.

G&T provided the original cost estimates for the building and also negotiated with the CM.

CLIENT: SL Green Realty

SERVICES: Estimating & Cost Management

SIZE: 1,771,000 SF

9 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

GOLDMAN SACHS
Jersey City, NJ

DESCRIPTION:

Gardiner & Theobald provided Cost Management services for a new office tower for Goldman Sachs with a 1,000 space
below-ground parking garage. The office covers 1.2 million SF, located at 30 Hudson in Jersey City.

CLIENT: Goldman Sachs

SERVICES: Project & Cost Management

SIZE: 1,200,000 SF

10 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

COACH
New York, NY

DESCRIPTION:

Gardiner & Theobald is providing Project and Cost Management services for the new corporate headquarters facility at
Hudson Yards. The publically-traded luxury goods company will be the anchor tenant occupying 590,000 SF of space of
an approximately two million SF building developed by Related Cos. and Oxford Properties, located on West 30th Street
and Tenth Avenue.

CLIENT: Coach

SERVICES: Project & Cost Management

SIZE: 590,000 SF

11 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

THE NEW YORK TIMES PRINTING FACILITY

New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management services on the new construction and fit out of printing facilities in
Queens for the New York Times in 2007.

CLIENT: New York Times

SERVICES: Project & Cost Management

12 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

200 5TH AVENUE

New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management services for the complete renovation of the 830,000 SF
200 5th Avenue building. It included the complete restoration of the facades, enhancements to the building’s interior
spaces, new elevator cabs and equipment, the creation of a light-filled landscaped courtyard, new MEP infrastructure
and cores on typical floors and a new roof deck. There was also the addition of a curtain wall to extend space and
enhance lighting throughout the building.

The building won numerous awards for the renovation of the historic “Toy Center,” as it was once referred to, and is
located in a Landmarked district.

SERVICES: Project & Cost Management

SIZE: 830,000 SF

13 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

NEW YORK TIMES HEADQUARTERS

New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management services on the new Core and Shell construction and fit out
of headquarters for The New York Times. The project includes executive offices, cafeteria, conference center, data center,
auditorium and the largest cogeneration plant in a New York City office tower. The building was designed by Renzo
Piano and involved working with an international consultant team.

CLIENT: New York Times

SERVICES: Project & Cost Management

14 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

1095 AVENUE OF THE AMERICAS

New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management services on the exterior repositioning and interior
renovation of this 1.2 million SF office tower. The project included a complete facade re-clad from a marble curtain
wall construction to a highly glazed curtain wall of UV-resistant glass, along with lobby, elevator and building system
upgrades.

SERVICES: Project & Cost Management

SIZE: 1,200,000 SF

15 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

PUBLIC SAFETY ANSWERING CENTER II

Bronx, NY

DESCRIPTION:

Gardiner & Theobald provided Estimating, Cost Management and Risk Management services on the construction
of the new Public Safety Answering Center building for New York Department of Design and Construction. The
development comprises approximately 580,000 SF of space over 11 floors, fitted out to provide a center that is capable
of providing continuous operation in the event of a natural disaster or terrorist attack. The project includes a call center,
administrative floor, meeting and conference rooms, data center, food preparation and servery area, and ancillary
support areas.

CLIENT: New York Department of Design and Construction

SERVICES: Estimating, Cost Management, Risk Management

SIZE: 580,000 SF

16 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

NEW YORK POLICE ACADEMY

New York, NY

DESCRIPTION:

The NYC Department of Design and Construction appointed Gardiner & Theobald provided the Cost Management,
Schedule Management, Risk Management and Cost Estimating services for the planned 3,000,000 SF new Police
Academy.

It consolidates many of the Police Department’s existing training facilities into one consolidated campus. Built
on a former landfill site, the campus offers numerous opportunities for occupants to engage in physical activity. A
monumental stair is featured at the building’s entrance that connects physically and visually to the circulation stairs
located throughout the plan. Egress stair doors on each floor use hold-open devices to maximize visibility into stairwells.
Fitness facilities include a swimming pool, indoor exercise spaces, outdoor running tracks and walking routes that move
users around landscaped gardens, which are also usable by the surrounding community.

CLIENT: New York Department of Design and Construction

SERVICES: Estimating, Cost Management, Risk Management

SIZE: 3,000,000 SF

17 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

860 WASHINGTON
New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management services for the demolition of the existing masonry
building in the New York City Meatpacking District and the construction of a 10 storey mixed-use retail and office
development at 860 Washington Street. The building occupies a prominent corner within the Meatpacking District,
nestled between the newly completed Standard Hotel and The High Line Building. G&T was also the Project Manager
leading the board of standards and appeals process which yielded a 20% increase in FAR plus additional variances

SERVICES: Project & Cost Management

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2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

402 WEST 13TH STREET

New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management on the 17,000 SF new ground up construction of a 5-story
speculative office building in the meat packing district, completed in 2012.

SERVICES: Project & Cost Management

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2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

1551 BROADWAY
New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management on the core and shell retail construction project with three
floors, constructed in one of the highest profile neighborhoods in Manhattan (46th Street and Broadway; Times Square).
American Eagle Outfitters has leased the building for the next 15 years with sign and advertising rights. The project was
completed in 2009.

SERVICES: Project & Cost Management

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2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

GUCCI
New York, NY

DESCRIPTION:

Gardiner & Theobald was engaged as Project & Cost Managers for the reconstruction of two buildings owned by Gucci
Group at 54th Street and 5th Avenue, 120,000 SF, completed in 2008. G&T has since been retained by Gucci Group on
numerous projects including the new flagship at Trump Tower, various YSL projects, and Bottega Veneta on 5th Avenue.

SERVICES: Project & Cost Management

SIZE: 120,000 SF

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2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

CHELSEA MARKET
New York, NY

DESCRIPTION:

Gardiner & Theobald is providing Project and Cost Management services on the 229,000 SF expansion of Chelsea
Market. Risk assessment due diligence of the project’s cost and schedule was also provided to the client. The project
includes a 7 storey addition to the existing 7 storey building. The addition will be supported by new super columns and
foundations being constructed within the existing building.

SERVICES: Project & Cost Management

SIZE: 229,000 SF

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2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

390 MADISON AVENUE

New York, NY

DESCRIPTION:

Gardiner & Theobald is providing project and cost management services for the repositioning of this existing commercial
office tower originally constructed in 1953. The project includes a 7 storey addition utilizing floor area removed
throughout the building in the creation of double and triple height spaces and new outdoor terraces. The project includes
a complete infrastructure upgrade, new elevators and a new glazed curtain wall.

SERVICES: Project & Cost Management

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2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

DEKA
New York, NY

DESCRIPTION:

Gardiner & Theobald is providing project and cost management services for the building infrastructure upgrade at 19
West 44th Street. The project includes upgrading of building systems, public space renovations and the reconstruction of
the Fifth Avenue ground floor retail space.

SERVICES: Project & Cost Management

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 2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

100 PARK AVENUE

New York, NY

DESCRIPTION:

Gardiner & Theobald provided Project and Cost Management Services for SL Green on the overcladding of the 100 Park Avenue
façade, lobby renovation, elevator upgrades and mechanical infrastructure upgrades while building was occupied. 840,000 SF,
completed in 2008.

SERVICES: Project & Cost Management

SIZE: 840,000 SF
2. R E L E V A NT E XP E R I E N C E | COR E AND S HELL

ONE WILLOUGHBY SQUARE

Brooklyn, NY

DESCRIPTION:

Gardiner & Theobald is providing Project & Cost Management for JEMB Realty’s new 37 story commercial office
building at One Willoughby Square in Brooklyn. G&T is working with KPF Architects on this 460,000 GSF project which
is slated for completion by 2018.

As Brooklyn’s first boutique Class A office tower, it will also be the second tallest building in Brooklyn, standing 600 feet
tall and 37 stories.

SERVICES: Project & Cost Management

SIZE: 460,000 SF
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2. R E L E V A NT E XP E R I E N C E | FULL CLI ENT LI S T

AIRPORTS • MSNBC • Barclays Capital

• MTA • Bear Stern
• BAA
• NBA • Brown Brothers Harriman & Co
• Israeli Airport Authority
• NBC • Calyon
• Pittsburgh Airport Authority
• New York Life • Capital Group
• Qantas
• New York Stock Exchange • Carlin Financial Services
• Nippon Life • Citibank
COMMERCIAL INTERIORS (GENERAL)
• Northstar • Credit Lyonaise
• 1199 SEIU Funds • Pernod Ricard • Credit Suisse
• AB Inbev • PWC • DE Shaw
• Alix Partners • Primedia • Dime Bank
• Arcelor • Purdue Pharma • Edgewood Management
• Arthur Anderson • Razor Fish • Elliott Management Corporation
• Ark Partners • Real D HQ, LA • Gemini
• AT&T • Renfro • Goldman Sachs
• Bacardi • Tiffany • Gleacher & Co.
• The Big East • Young & Rubicam • Great Western Bank
• BMC Software • Zurich Re • Grosvenor Capital Management
• British Telecom • Guggenheim Partners
• BSH EDUCATION - COLLEGES & UNIVERSITIES • HSBC
• BT / Syntegra • IFCA - LAIFEX, Dominican Republic
• LIM College
• CV Starr Company • Insight Venture Partners
• Pace University
• Diaggio • Intercontinental Exchange (ICE)
• Yale University
• Disney • JP Morgan Chase
• Marymount College
• Douglas Elliman • JP Morgan Chase H&Q
• Manhattan School of Music
• Fidelity • Landesbank
• St. John’s Academy
• Fosun • Legg Mason
• St. John’s University Law School
• Frankel & Co • Magnitude Capital
• St. Monica’s Catholic Community
• GLG • Man Investments
• Touro College
• Global Strategy Group • Macquarie Bank
• Greenfield Partners • Merrill Lynch
EDUCATION - SCHOOLS
• Hackman Capital • Moody’s
• Harrison & Star • Birch Wathen Lenox School • Morgan Stanley
• Hill & Knowlton • Bedford High School • Natixis
• HIP • Beverly High School • New York Stock Exchange
• Hudson’s Bay Company • Brearley School • Nord LB
• Hunter Douglas • Bridgewater Schools • Octagon Credit Investors
• JLT Risk Solutions • Brooks School • Oesterriche National Bank
• John Aaroe Group • Concord School • Pictect
• Kellwood • Lincoln Park School • Royal Bank of Scotland
• Knewton • Marblehead Middle School • Rothschild
• Knoll • Southborough Schools • Schroders
• The Knot • Shampscott High School • Silverpoint Capital
• Korn Ferry • Wellesley High School • Societe Generale
• LAMCO • Dennis Yarmouth High School • Standard & Poors
• Legg Mason • Sterne Agee
• Levi’s FINANCIAL SERVICES • Sumitomo Mitsui Trust Bank
• Li & Fung • Agricultural Bank of China • Taconic Investments
• Liberty Mutual • Alliance Bernstein • The Street
• Limited • Albion Investors • Tiger Global Management
• Lincoln Express • Amaranth • Two Sigma
• MetLife NY • American Express • Warburg Pincus
• Moody’s • Bank Nationale de Paris • Wells Fargo Bank

27 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | FULL CLI ENT LI S T
GOVERNMENT • New York Palace Hotel • Day Pitney
• Novotel Hotel • Dechert
• Australian Consulate, NYC
• Park Hyatt Hotel • Goulston & Storrs
• British Consulate, NYC
• Park Lane Hotel • Haynes & Boone
• Canadian Consulate, NYC
• Plaza Athenee Hotel • Hunton & Williams
• Canadian Mission to the UN
• Schrager Hotels • Jenner & Block
• Commonwealth Joint Office to the UN
• Standard Hotel & Restaurant • Jones Day
• Hong Kong Economics and Trade Office
• Starwood • Latham & Watkins
• NYC Department of Design & Construction
• Sydell Group • Linklaters
• NYC Public Library
• The Pierre Hotel • Manatt, Phelps & Phillips
• NYSERDA
• TAJ Resorts & Palaces • Mayer Brown
• UK Mission to the UN
• Villa Sand Club • McCarter & English
• The United Nations Campus Master Plan
• Virgin Hotels • Mintz Levin
• The City of New York
• Wet Republic • Norton Rose
• Willow Hotels • O’Melveny & Myers
HEALTHCARE/PHARMA
• Paul Hastings
• 21st Century Oncology LANDLORDS / DEVELOPERS • Proskauer Rose
• CUMC • Schnader Harrison
• BazBaz Wynwood
• NYC Health & Hospitals Corp • Sheppard Mullin
• Beacon Capital
• NYULMC • Sidley Austin
• Brookfield
• Regeneron • Simpson Thacher & Bartlett
• Callahan Partners
• Westchester Medical Center • Swidler Berlin Shereff Friedman
• Canyon Partners
• Thacher Proffitt & Wood
• Faena Properties
HOTELS / LEISURE • Troutman Sanders
• G2 Development & Planning
• A Loft Hotels • Watson, Farely & Williams
• GFI Development
• Andre Balazs • Weil Gotshal
• Hines
• Avalon Hotel • White & Case
• The Howard Hughes Corporation
• Baccarat Hotel • Ironstate Development
• Baha Mar Ltd. MEDIA / MARKETING
• Jamestown Properties
• Bel Air Hotel, LA • JMH Development • 21st Century Fox
• Beverly Hills Hotel, LA • JHSF Participacoes S.A. • A&E Networks
• Boston Hotel Properties • Junius • Appnexus
• Canyon Partners • Kar Properties • Brand Union
• Centurion Partners • L&L Holding Company • Business Week
• Chelsea Hotel • Macklowe Properties • Corbis
• Diamond Rock Hospitality • Monday Properties • Demand Media
• Dorchester Collection • The Real Real • Dow Jones
• Doubletree • Real Estate Capital Partners • Disney
• Essex Street Market • Related Companies • Eifcoff
• Euro Watergate • Savanna Fund • EMI
• Faena Hotels • SL Green • Grey
• Felcor Lodging Trust • Solow • Grey Healthcare
• Hard Rock Hotel • Somerset • Hachette Filipacchi Media
• Harvard Club of New York City • Starwood Capital • Havas Media
• Hilton • Starwood Property Trust • Horizon Media
• Highgate Hotels • Tribeca Holdings Ltd. • Hill & Knowlton
• Hotel Pennsylvania • Infor
• Jade Hotel LAW FIRMS • JWT
• Jumeirah Essex House • Kantar
• Akin Gump
• Knickerbocker Hotel • Knewton
• Baker Hostetler
• Marriott Vacation Resorts • Konami Digital Entertainment
• Becker Glynn
• MEI Hotels • KTLA
• Boies, Schiller & Flexner
• Middlebrook Ventures LLC • Oglivy & Mather
• Clifford Chance US
• Milford Plaza • McGraw Hill
• Curtis, Mallet-Prevost, Colt & Mosle
• Morgan’s Hotel
28 | gardiner&theobald
2. R E L E V A NT E XP E R I E N C E | FULL CLI ENT LI S T
MEDIA, CONTINUED • New York Academy of Sciences • Hampshire Group
• Nonprofit Finance Fund • Herman Miller
• MediaCom
• PILnet • Li & Fung
• Media Edge
• Teach for America • Limited Brands
• Microsoft
• The Boys Club of New York • L’Oreal
• Millward Brown
• UJA • LVMH
• MSC Software
• UJC • Sara Lee
• NBC Universal
• Norton Museum • Tiffany
• News Corporation
• YMCA
• The New York Times RETAIL STORES
• Oxford University Press
PARK REDEVELOPMENT • Apple
• Participant Media
• Perseus Books • Brooklyn Botanic Garden • Asprey
• PILnet • Brooklyn Bridge Park • Barneys
• Primedia • Mill River Collaborative • Bottega Venetta
• Publicis Group • Santa Monica Palisades Garden Walk • Boucheron
• SBE Entertainment • St. Louis Waterfront, MO • Burberry
• Shutterstock • San Francisco Zoo • Cartier
• Squarespace • Coach
• The Street RESIDENTIAL • Christian Dior
• Telemundo • Clarins
• Alchemy Properties
• Time Inc. • Club Monaco
• Candy & Candy
• The Tribune Group • Donna Karan
• Equity Residential
• Tumblr • Ermenegildo Zegna
• Faena
• UBM Canon • Footlocker
• Fosun
• Warner Music Group • Gucci
• The Howard Hughes Corporation
• WPP Maxus • Kozmo.com
• Kaish & Taub
• WPIX 11 • L’Occitane
• Jamestown
• Xaxis • Louis Vuitton
• JHSF
• Young & Rubicam • Mercedes-Benz
• Lightstone
• Panerai
• Macklowe
MUSEUMS AND ART GALLERIES • Saks Fifth Avenue
• Madison Development
• Sergio Rossi
• The Broad Museum • Parkway Lofts
• Tiffanys
• Christie’s Auction House • Starwood Property Trust
• TopShop
• Grand Rapids Art Museum • Tavros
• Yves Saint Laurent
• Metropolitan Museum of Art • Tribeach
• Museum of Arts & Design
THEATERS / ENTERTAINMENT
• Norton Museum RESTAURANTS
• Virginia Museum of Fine Arts • The Independent Film Channel
• Gordon Ramsay Holdings
• The Whitney Museum of American Art • Parx Casino
• Hakkasan Ltd
• Pavillion at Sun Valley, Idaho
• La Esquina
NOT FOR PROFIT INSTITUTIONS • Revel Casinos, Atlantic City
• La Mar Restaurants
• Starlight Theater
• America Magazine • Le Bernardin
• Stratford Theater
• Bloomberg Foundation • Le Cirque Restaurant
• Times Center
• Carnegie Corporation • Montenapo Restaurant
• City Harvest • South Gate Restaurant
• Covenant House Clinic • Starr Restaurants LEED / SUSTAINABILITY APPOINTMENTS
• The Ford Foundation • Sydell Group
• AB InBev
• The Foundation Center
• Baha Mar
• Greentree Foundation RETAIL OFFICES / SHOWROOMS
• DeWitt Stern
• IAVI • Avon • Farfield Post Office
• JBFCS • Celine • JCrew
• Lambda Legal • Coach • Korn Ferry
• New York Academy of Sciences • Coty • Man Group
• Metropolitan Museum of Art • Delta Galil • Mercedes Benz
29 | gardiner&theobald • Gap • Real D
• Gucci • Willow Hotel
3. P ROJ ECT T E A M | S T R U C T UR E

9 ORCHARD STREET

CHRISTOPHER
BURKE
Senior
Director

DAVIN MILLS
Associate
Director

KRISTEN KEVIN GULVIN

KORNDOERFER Director Cost
Project Management
Manager

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3. P ROJ ECT T E A M | R E SU ME S
CHRISTOPHER BURKE
Senior Director
“Chris has a degree in Civil Engineering and is a member of the
Associated Society of Civil Engineers and Associated General
Contractors.”
Christopher Burke Joined the Gardiner & Theobald Organization
in 2005. Prior to joining Gardiner & Theobald, Christopher
worked for Epstein Becker & Green PC investigating and
preparing real estate and construction related claims. His
engineering background includes work for Infinigy Engineering
as a Project Engineer and Columbia General Contracting &
Construction Management as an Assistant Project Manager.
PROJECT EXPERIENCE
420 Albee Square
Chris is the Director leading the Project and Cost Management
teams for JEMB Realty’s new 37 story, 600 foot tall commercial
office building at 420 Albee Square in Brooklyn. G&T is working
with KPF Architects on this 400,000 GSF project.
Brooklyn Bridge Park
Chris is the Director for the redevelopment of the Brooklyn
Waterfront, which will include gardens, boating, recreational
facilities, common space, and Nature Marshes for the general
public. The project is 85 acres of industrial waterfront converted
into the largest park project undertaken in the city in 100 years.
Brooklyn Botanic Garden
Chris is the Director leading the Project & Cost Management
team on the ten-acre rehabilitation. Some project elements
include stream realignment, the expansion of the existing
terminal pond, and recirculation plumbing. Additionally,
there will be new construction of an award-winning public
design building, bathrooms and food kiosks, as well as the
reconstruction of The Discovery Garden.
815 Fifth Avenue
Chris is the Director leading the Project & Cost Management
team for the demolition and reconstruction of a new 15 story
residential condominium located opposite Central Park in the
UES Historic Landmark District.
Fasano Hotel
Chris is the Director leading the Project & Cost Management
team for the construction of a new 30 story 5-star hotel on 57th
Street.
860 Washington Street
Chris is the Director leading the Project & Cost Management
team on the mixed-use retail and office development at 860
Washington Street. The building occupies a prominent corner
31 | gardiner&theobald
within the Meatpacking District, nestled between the Standard
Hotel and The High Line Building. We were also the Project
Managers leading the board of standards and appeals process
which yielded a 20% increase in FAR plus additional variances.
Chelsea Market
Chris provided Development Consulting services to Jamestown
for the expansion of Chelsea Market, which includes a
new 90,000 SF commercial office space above the market.
Additionally G&T provides Cost & Project Management for
various commercial, retail and restaurant tenants in the market.
The Refinery
Chris was the Director for the Project Management, Cost
Management and Cost Audit services for this boutique hotel
conversion project located on 6th Avenue and 38th Street in
Manhattan. Gardiner & Theobald replaced the previous Project
Manager and has been tasked with getting the project back on
track.
800 10th Avenue
Chris is the Director of the project, which is comprised of 96
units, a courtyard and 2 retail stores. The project is 161,000 SF
with two towers, 95 Luxury Residential Units, 2 Commercial
Retail Spaces and a landscaped courtyard.
560 West 24th Street
Chris was the Director leading the Project & Cost Management
team for the construction of a new 13 story residential
condominium located in West Chelsea. The building included an
art gallery on the cellar and ground floors and 8 units floor and
multi-floor units design by Steven Harris Architects.
Woolworth Building
Chris is the Director overseeing the conversion of floors 29-59
of the Landmarked Woolworth building from commercial to
luxury residential. The project includes 34 half floor, full floor
and penthouse residences. The project includes an historic façade
restoration, creation of a new residential lobby and new elevators.
EARLY CAREER
Chris has a BS Civil Engineering from the Rochester Institute of
Technology.
QUALIFICATIONS
LEED AP
Associated Society of Civil Engineers
Associated General Contractors
3. P ROJ ECT T E A M | R E SU ME S
DAVIN MILLS
Associate Director
“Davin has project management experience in both client
representative roles and general contractor roles, across both
the residential and commercial construction industries.“
Davin joined Gardiner & Theobald Inc. in 2011 and has shown
excellence in managing high-profile and complex projects in
Manhattan as well as at the Brooklyn Bridge Park while with
Gardiner & Theobald. He has developed solid relationships with
design consultants across many disciplines and the construction
management teams throughout the industry, and strives to
provide each project and client with the highest of professionalism
and knowledge.
Davin is detail oriented and client-satisfaction driven, whilst
keeping projects to program and below budget- all traits which
hold high recognition with clients, architects, engineers, sub
contractors and piers. He has the ability to guide a project from a
high level and proven to be able to select a consultant team who
is right for each project given each projects specific challenges.
He has strong organizational and communication skills, a strong
work ethic and is very ambitious to succeed at every aspect of the
construction industry.
PROJECT EXPERIENCE
Brooklyn Bridge Park
Davin is the Associate Director on the Brooklyn Bridge Park
project, managing two Project Managers. The project is 85
acres of industrial waterfront converted into the largest park
project undertaken in the city in 100 years. He has worked
on the redevelopment of the Brooklyn Waterfront since 2011,
which is to be completed in 2015. The redevelopment includes
gardens, boating, recreational facilities, common space, and
Nature Marshes for the general public. The project also includes
pedestrian bridges (Squibb Park Bridge won the Mayor’s Award
for Excellence in Design), a carousel building, soccer fields, water
taxi landings, cafes and additional spaces.
Brooklyn Botanic Garden
Davin is the Associate Director on the re-landscaping of the
existing Brooklyn Botanic Gardens to form a new entrance and
Discovery Garden with enhancements to the Stream Meadow
and Wet Gardens including expansion of the Japanese Pond. The
project includes a new entrance building incorporating ticket
office and a new outdoor cafe together with the expansion of the
existing interior cafe.
32 | gardiner&theobald
Prince Street Restaurant
Davin is the Associate Director on the construction of a new
Phillippe Starck designed restaurant in the SoHo district of New
York City.
Chelsea Market
Davin provided development consulting services to Jamestown for
the expansion of Chelsea Market, which included a new 90,000
SF commercial office space above the market. Additionally G&T
provided Cost and Project Management for various commercial,
retail and restaurant tenants in the market.
461 West 14th Street
Davin provided project monitoring services for the demolition of
the existing gas station site and construction of a new 17,000 SF
one story luxury retail store. The project is located directly under
the High Line. $15m.
Canyon 52-54 West 13th (Jade Hotel)
Davin was the Senior Project Manager providing project
monitoring services for Canyon Partners on the construction of a
new out of the ground mid-rise hotel located on West 13th Street.
$17 Million. The project was completed February 2013.
Morgan’s Hotel
Davin was the Senior Project Manager for the renovation of public
spaces as well as building a new gym for the Morgans New York
Hotel on 237 Madison Avenue in NYC. The project was completed
June of 2013.
EARLY CAREER
Before coming to NYC, Davin worked in his native Australia with
one of Melbourne’s most prestigious and respected builders (Vcon
P/L).
QUALIFICATIONS
Construction Management, Chisholm Institute Frankston
Davin was one of Australia’s youngest registered Domestic
Builders of recent times (DB-U 30075) when issued in 2007; he
has additionally managed and operated his own company, giving
him a full understanding of what a business (and project) requires
from the ground up.
3. P ROJ ECT T E A M | R E SU ME S
KRISTEN KORNDOERFER
Project Manager
“Kristen joined Gardiner & Theobald in the summer of 2014, and
brings to the company much experience in construction and
architecture.”
Kristen is a creative, quick thinker who thrives in challenging
situations where there is variety, both in work and environment.
Kristen graduated from Tulane University in New Orleans with
a Masters in Architecture and a Minor in Business, making her a
valuable addition to the team with her Client-focused education
and experience.
Kristen joined Gardiner & Theobald Inc. in the summer of 2014
as an intern, and within two months joined the NYC team as a
full-time employee.
PROJECT EXPERIENCE
New York Life Insurance
Kristen provided Project Management services to New York Life
Insurance for their new New Jersey office at 30 Hudson Street in
the Goldman Sachs building. This three and a half floor, 115,000
RSF, raw build-out incorporated an approximately 600 staff
relocation from their previous Parsippany, NJ location. Kristen
managed this full fit-out, as well as, oversaw the coordination of
the relocation.
Two Sigma Investments
Kristen is providing Two Sigma Investments, LLC with Project
Management of their full 5 floor, 122,000 RSF, interior fit-out
expansion at 100 Avenue of the Americas. Two Sigma, a New
York City-based hedge fund, is currently housed on various
floors in 100 and 101 Avenue of Americas and is expanding
to incorporate new staff and business divisions in their ever
growing home office. The project incorporates a mixture of open
and enclosed work areas, unique collaborative spaces, flex spaces,
as well as a series of new connecting staircases to unite the floors
together. As the turnover of the 5 floors is staggered, Kristen is
responsible, not only for the demo and full build-out, but for the
coordination of the multiple phases.
Microsoft
Kristen provided Project Management services on the relocation
of Microsoft’s NYC Headquarters to 11 Times Square. The
relocation projects consisted of 200,000 SF of office and
conference rooms as well as a ground floor Welcome Center.
Kristen was responsible for extensive visual and branding
signage incorporated both on the interior and exterior of the
building.
815 Fifth Ave
Kristen is assisting the Project and Cost Management team
providing the day to day services for the design and construction
phases of a new 14 story residential building on 5th Ave between
33 | gardiner&theobald
62nd and 63rd street. The project is comprised of 14 luxury
duplexes overlooking Central Park.
Brooklyn Bridge Park
Kristen is providing Project Management services on the
transformation of 85 acres of industrial waterfront into park to
include gardens, boating, recreational facilities, common space,
and Nature Marshes for the general public. This is the largest
park project undertaken in the city in 100 years, with a value of
over $400 Million. Kristen is currently working on the Pier 5
Uplands, an extensive landscape project incorporating a 15 foot
sound berm with a dramatic 1-to-1 slope, as well as two new
buildings.
Brooklyn Bridge Park Maintenance & Operation
Building
Kristen is providing Project Management services for the
ground-up construction of the new single story Maintenance and
Operations Building located at 330 Furman street, which will be
closely associated with the existing Brooklyn Bridge Park office.
The 10,500 sf building will be a steel framed structure, with a
metal siding exterior, and unique roof profile.
Brooklyn Bridge Park Boathouse
Kristen is providing Project Management services for the
two story, 4,700 sf BBP Boathouse, integrated in the Pier 5
Uplands landscape. This steel framed structure will be clad with
metal grading to provide a functional, yet interesting exterior
condition. Intended primarily to host boats such as kayaks and
canoes, it also incorporates a learning area and restrooms for the
public. This building, while relatively small, required complex
coordination with the new landscape and the marina.
Troutman Sanders
Kristen assisted the Project and Cost Management team on
Troutman Sanders’ office relocation from 405 Lexington Avenue
to 875 3rd Avenue. The new office space is approximately 80,000
RSF over 3 floors.
EARLY CAREER
Kristen interned with many reputable companies before joining
Gardiner & Theobald in 2014 including Tulane City Center,
Polytech Associates Inc. in San Francisco, Woodward Design +
Build in New Orleans, and Jordan Mozer and Associates Ltd. in
Chicago.
QUALIFICATIONS
MA Architecture
BA Architecture
3. P ROJ ECT T E A M | R E SU ME S
KEVIN GULVIN
Director of Cost Managemet
“Kevin’s key skills include, interpreting the Client’s financial
requirements and incorporating their needs into a
comprehensive clear reporting format. His 30 years of
experience allow him to review change orders and claims,
and provide assistance in value engineering and cost benefit
exercises. .”
Kevin joined Gardiner & Theobald in 2000. He has a degree
in Quantity Surveying, a Chartered Quantity Surveyor and a
member of the Royal Institution of Chartered Surveyors. He has
been actively involved in all aspects of the construction industry
from initial conception through to final project closeout. He
has a keen interest in taking cost control beyond its traditional
parameters developing innovative styles of contract procurement,
schedules, charts and other documents to assist cost forecasting
and reporting.
Kevin has a strong understanding of the detailed reporting
requirements needed by City funding and is familiar with
reviewing multiple public funding sources for single projects.
This includes a familiarity with VENDEX, labor laws, M/WBE
and competitive bidding requirements. Kevin works with vendors
to prepare accurate requisition packages for public funding
reimbursement. He will work with the Client to respond to City
questions and RFIs to ensure that a Client’s reimbursement
moves forward in a timely manner consistent with their cash
flow projections. He also is able to work with a Client to track and
integrate donor pledges, commitments and fundraising into the
sources and cash flow.
PROJECT EXPERIENCE
Brooklyn Bridge Park
Kevin is the Director for the Cost Estimating and Management
for the redevelopment of the Brooklyn Waterfront, which
includes 85 acres of gardens, boating, recreational facilities,
common space, and Nature Marshes for the general public. Kevin
reviews multiple funding sources from the City and the State
through the Port Authority.
Brooklyn Botanic Garden
Kevin is the Director for the Cost Estimating and Management
for the project which includes the re-landscaping of existing
Brooklyn Botanical Gardens to form a new entry garden and
a new Discovery Garden with enhancements to the Stream
Meadow and Wet Gardens including expansion of the Japanese
Pond. The Project will include a new Entrance Building
incorporating Ticket Office and a new Outdoor Café together
with the expansion of the existing Interior Cafe. Kevin manages
funding requirements and reimbursements from a NYC DDC
Capital Cultural Grant on this project.
34 | gardiner&theobald
Santa Monica Palisades Garden Walk / Tongva Park
Kevin was the lead Estimator and Cost Manager on the new
Palisades Garden Walk and Town Square Park, which includes
new landscaped grounds, paths, water features, overlooks,
playground and furnishings.
1515 Broadway
Kevin is the Director in charge of the major infrastructure
renovation of this existing 53-story building for SL Green.
Gardiner & Theobald is providing Project and Cost Management
services.
Viacom 7th Floor Roof Terrace, Times Square NY
Kevin was the lead Cost Manager for the new 7,000 SF rooftop
terrace project for Viacom. This $1 million project was completed
in an accelerated schedule in conjunction with Landlord work
taking place at the same time. The project was completed in 2014
within budget.
United Nations Capital Masterplan
Kevin was part of the Estimating and Cost Management team
for the new renovation, new construction, and repositioning of
United Nations Plaza in New York. Responsibilities included
providing status reports of budget, schedule, and issues, the
development of Cost Plans, as well as advice on suitable bid and
contract arrangements.
New York Times HQ
Kevin was the lead Cost Manager for the fit out of 28 floors in the
newly built NYT tower with 1.5 Million gross SF of interior fit out
for the building at 8th Avenue in Times Square. Completed in
2007.
Goldman Sachs, 30 Hudson Street
Kevin provided estimating and cost management services and
was site-based for three years on the new 44 story New Jersey
headquarter building for Goldman Sachs which included
core and shell, interior fit out, new waterfront promenade,
landscaped courtyard, and streetscape work. The project
included establishing a Cost Management System specific for this
project, as well as a number of detailed cost studies including
benchmarking and functional cost analysis.
EARLY CAREER
Kevin received his Bachelor of Science Degree in Quantity
Surveying at University of Central England in 1991 and is
an Associate Member of the Royal Institution of Chartered
Surveyors.
QUALIFICATIONS
BSc, MRICS
4. PROJ ECT AP P R O AC H | S COPE OF S ER V I CES

PHASE I - PROJECT STATUS REVIEW

INITIAL DUE DILIGENCE / PROJECT AUDIT & ASSESSMENT: (4 WEEKS)

• Review of existing contracts both hard and soft costs

• Review of all costs paid to date
• Develop cost report inclusive of all costs paid to date, costs remaining and projection of costs to complete
• Develop conceptual estimate to convert project to commercial both hard and soft costs
• Review permits & filings in place and develop strategy going forward for conversion
• Develop scopes of work for consultant RFP’s including architect / designer / MEP / Structural / Expeditor / etc
• Solicit proposals from consultants for new scope
• Review construction management agreement and make recommendation on whether to proceed with existing CM or engage
a new CM/GC
• Develop detailed project schedule including completion of existing

PHASE II - PRECONSTRUCTION & CONSTRUCTION:

DESIGN:

• Upon selection of design team work with design team to develop conceptual design, budget and schedule.
• Develop design schedule including establishment of owner approval process at each stage of design.
• Work with design team and project code consultant / expeditor to develop permitting strategy including, schedule and
documents required to begin process.
• Prepare RFP’s for Contractors, vendors and Consultants. Issue RFPs, review and evaluate responses
• In conjunction with the Client, define scope of services for direct vendors, IT and security. Prepare RFP’s and
recommendations. Coordinate with other members of the project team and schedule continued updates to project schedule
and phasing as necessary.
• At regular intervals through the design & procurement process provide oversight of the project schedule including
construction, long leads and owner supplied items.
• Identify Contractor long lead strategy of procurement.
• Establish appropriate project cost accounting structure.
• Review materials, furnishings and additional project components proposed by design team and advise on cost implications
to budget.
• Provide cost estimating services at each stage of the design. (Additional service – See pricing structure)
• Provide value engineering services as required.
• Review cost estimates submitted by specialist consultants and GC/CM advising on accuracy of content, scope of work and
pricing.
• Receive summary of all project costs outside of the construction contract and provide a periodic “Financial Executive
Summary”.

FINANCIAL RESPONSIBILITIES:

• Establish financial objectives of Client.

• Review design and concepts developed to date and report against financial goals.
• Monitor and assist design team in development of project to achieve financial and program targets. Report regularly on
progress.
• Develop detailed Cost Plan with/without the Contractor for the project when design permits, and monitor against design
development. Report regularly on progress.
• Advise with/without the Contractor on financial effects of advance orders or purchase of material or equipment with long
delivery times to enable program to be complied with.
• Advise and work with Client on suitable bid and contractual arrangements taking into account the level of information
available from other members of the Design Team.
• Check Contractor General Conditions and Fees submissions or negotiated bid for arithmetical accuracy, levels of pricing,
pricing policy, etc.
• Prepare appropriate documents, if required, to adjust the bids received to an acceptable contract sum.
• Review previous financial advice in the light of bids received and prepare revised cash flow forecasts if necessary.
• Prepare allocation of costs if required.
• Prepare report on bids with appropriate recommendations.
• Obtain the contract drawings and specification from other member of the design team.
• Assist Client’s Accounts Team in cost segregation studies.
35 | gardiner&theobald
4. PROJ ECT AP P R O AC H | S COPE OF S ER V I CES

CONSTRUCTION MANAGER / GENERAL CONTRACTOR PROCUREMENT:

• Provide advice on contractor procurement strategy based on schedule, level of design and operational requirements i.e.
Construction Manager vs. General Contractor and or combination of both.
• Prepare RFPs for General Contractors/CM s
• Manager CM/GC request for proposal / bid process including, RFI responses, holding walk-throughs, bid addendum,
levelling of bids and conducting  interviews with short listed bidders.
• Provide all required analyses for informed selection. Coordinate and support legal group regarding contract negotiations.

CONSTRUCTION:

• Obtain, analyze and review sub-contract bids received together with the Contractor’s recommendations and comment upon
suitability.
• Monitor the Contractor’s insurances.
• Review and negotiate Contractor’s assessment of proposed Change Orders.
• Monitor correspondence and minutes to provide “early warning” advice on any matters likely to affect the project or budget
or schedule.
• Advise on the financial implications of delays, Extension of Time, acceleration or disruption.
• Chair and minute weekly progress meetings. Attend and organize all meetings required to facilitate the project.
• Coordinate, monitor and report on statutory approvals.
• Provide reporting on construction progress on a weekly basis.
• Provide regular progress and cost reports and cash flow as required.
• Establish and administer orderly payment procedures for Contractor, Vendor and Consultant.
• Represent Client regarding changes and claims made by Contractor and ensure that proper procedures exist for obtaining
Client authority to significantly varying the works.
• Coordinate activities of Client support services (technology, etc.).
• Coordinate with building management to ensure existing tenants and public are informed about work being performed and
potential impacts.
• Provide Part-time onsite supervision to assist in coordination of all work, verify quality of work, monitor project schedule,
and provide coordination between owner, contractor and consultant team.
• Coordinate with consultant team to ensure timely responses to Requests for Information and return of submittals.
• In the event that different CM’s or GC’s are performing the 2 phases, provide coordination between both parties to ensure
work is not impacted.

PHASE 3 – CLOSEOUT:

POST CONSTRUCTION:

• Ensure with the Architect & Engineers the timely and accurate completion of punch list items.
• Help Client establish ongoing maintenance program.
• Organize final close-out of Contractor, Consultants and other specialties.
• Establish warranty work procedure.
• Monitor the timely delivery of as built drawings, permits, guarantees, warranties, manuals and training upon completion of
the project.
• Monitor commissioning and handover of the floors for a seamless transition between building site and completed fit-out.

FINAL ACCOUNT:

• Issue final cost report capturing all financial issues relating to the project with additional commentary and variance
explanations as required
• Prepare a detailed Final Account for audit and report.

• As applicable, report to Client on delays, request for extension of contract period, or the consequences of acceleration or
disruption and ascertain the financial effect.
• As applicable, assess the amount of any authorized additional reimbursements in respect of direct loss and expense or the
matters, and if appropriate, negotiate a settlement with the Contractor.

36 | gardiner&theobald
5. F EE PROP O S AL

FEE

Our lump sum for Project & Cost Management Services based on:

Activity
PHASE I – PROJECT STATUS REVIEW: (4 WEEKS) $20,000 / Lump Sum

Activity Duration Monthly Rate Total

PHASE II – PRECONSTRUCTION & CONSTRUCTION: 14 Months $12,000 $168,000
PHASE III – CLOSEOUT: 2 Months $6,000 $12,000
TOTAL: $200,000

ESTIMATING

The fee above does not include Independent Milestone Estimates:

Concept Estimate: $6,000

Schematic Design: $8,000
Design Development: $10,000

REIMBURSABLE

The fee excludes reimbursable which is charged at cost and limited to:
• Transportation
• FedEx
• Messenger
• Long distance phone & fax
• Conference bridge
• Large scale copying

HOURLY RATES

Hourly Rates for calculation of additional services are:

Position Title Hourly Rate

MANAGING DIRECTOR $325
SENIOR DIRECTOR $275
DIRECTOR $225
ASSOCIATE DIRECTOR $185
SENIOR PROJECT/COST MANAGER $175
PROJECT/COST MANAGER $155
SENIOR MEP ESTIMATOR $175

37 | gardiner&theobald
7. T ERM S A N D C O NDI T I O NS

ATTACHMENT A

GARDINER & THEOBALD INC

STANDARD TERMS AND CONDITIONS

This document sets out the standard terms and conditions of Gardiner & Theobald Inc (hereinafter referred to as G&T).

1.0 The Offer

1.1 All offers and fee bids, etc, by G&T and all contracts concluded with a Client shall be subject to and shall incorporate these terms
and conditions. No amendment or variation to these terms and conditions shall be binding on G&T unless in writing signed by
a senior director of G&T and a duly authorized officer of the Client. These terms and conditions supersede all other oral and/
or written communications, representations, agreements or undertakings and any such communications, representations,
agreements and undertakings that are not expressly contained in these terms and conditions shall not be deemed incorporated
herein. The Client and G&T agree that their respective rights, obligations and liabilities contained in these terms and conditions
shall be exhaustive of all the rights, obligations and liabilities of each of them to the other arising out of, under or in connection
with these terms and conditions and or / the Services, whether such rights, obligations and liabilities arise in contract and / or
tort (including without limitation, negligence).

1.2 For the purposes of these terms and conditions, the services to be provided by G&T (“the Services”) and the fees to be paid by
the Client shall be as set out in the offer letter, fee bid or such other document supplied to the Client in connection with these
terms and conditions. Fees and charges are in all cases quoted exclusive of any applicable taxes.

2.0 The Services

2.1 Claims Expense and Limited Liability Recognition

a) The Owner and Consultant have discussed the risk and rewards of the project in relation of the Consultant’s total fee for servic-
es, and as a result agree that it is reasonable that the Owner and Consultant hereby agree that to the fullest extent permitted by
law all injuries, claims, losses, damages and / or claim expenses arising out of the Consultant’s services in connection with said
project shall not exceed the available limits of liability of the Consultant’s applicable professional errors and omissions policy at
the time the claim is finally settled or adjudicated. In addition, the Owner and Consultant agree that the Consultant’s liability
shall be limited so as not to include any liability for consequential damages to the Owner, and neither Owner, Consultant or any
employees, shareholders, partners or officers thereof shall have any personal liability for any matter arising in connection with
the services there under.

b) The Owner understands and acknowledges that Consultant is not providing either design or construction services of any kind
and therefore agrees and accepts that the Consultant is not responsible for the designs and specifications of the project, and
that the Consultant is not responsible for the actual construction of the Project and has no contract with and no control over the
contractors for the Project, and consequently is not responsible for the construction, means and methods of the Construction
Manager or any of the Trade Contractors and for anything related to contractor or anyone else’s safety precautions, activities or
plans in connection with the Project site.

2.2 No liability shall attach to G&T either in contract or in tort for loss, injury, or damage sustained as a result of the act, omission
or insolvency of any person other than G&T and G&T shall not be liable to the Client in respect of any claim made against the
Client for any such loss, injury or damage.

39 | gardiner&theobald
7. T ERM S A N D C O NDI T I O NS

2.3 G&T’s liability shall be limited to that proportion of any loss or damage suffered by the Client as it would be just and equitable
for G&T to pay, having regard to the extent of G&T’s responsibility for the same, on the assumption that; (i) all other persons li-
able for the same loss and/or damage(“other parties”) shall be deemed to have paid to the Client such proportion which it would
be just and equitable for them to pay having regard to the extent of their responsibility.

2.4 The client hereby acknowledges and agrees with G&T that G&T relies upon and intends to rely upon the information, designs,
specifications, plans, design drawings and instructions provided to it by the Client and the other consultants (“the Advice”). G&T
shall not be responsible for verifying the accuracy or completeness of such Advice, and shall not be deemed under any circum-
stances to have assumed responsibility for or to have warranted the accuracy or completeness of the same.

2.5 G&T shall have no liability or responsibility for the design of the project, the fitness for the purpose thereof, the specification
or choice of materials used in the construction thereof, or the inspection, acceptance and approvals given or made in relation
thereto.

2.6 G&T shall have no liability or responsibility for checking that building or professional indemnity insurances are in place or for
providing any insurance advice.
2.7 G&T shall have no liability to the client in respect of any claim for loss, damages or costs unless the Client shall have served writ-
ten notice of the same upon G&T within 2 years of the date the Client first became aware of the circumstances giving rise to such
claim or (if sooner) the date when it ought reasonably to have become so aware.
2.8 No action or proceedings for any breach of these terms and conditions shall be commenced against G&T after the expiry of 3
years from the date of completion of the Services or the termination of G&T’s appointment, whichever is earlier.

3.0 No Claim Against Individual Directors/Employees

The Client accepts that G&T is an incorporated and agrees not to bring any claim personally against any individual directors or
employees of G&T in respect of losses suffered directly or indirectly in connection with G&T’s appointment by the Client. This
provision will not limit or exclude the liability of G&T for the acts or omissions of its directors or employees.

4.0 Insurance

4.1 G&T shall have and keep such insurance in an amount not less than the limit of liability stated in 2.1 above so long as, and to the
extent that, it is reasonably commercially available.

4.2 G&T shall on written request by the Client produce evidence that professional indemnity insurance referred to in clause 4.1 has
been effected and remains in effect.

5.0 Payment of Invoices

5.1 The due date for payment of invoices shall be the date of the issue of the invoice (“the Due Date”) and the final date for payment
of invoices shall be 21 days after the Due Date (“the Final Date”). Amounts that remain unpaid after the Final Date shall bear in-
terest at 8% per annum above the Bank Rate. G&T reserve the right to suspend the performance of the Services should payment
not be received by the Final Date.

6.0 Third Party Rights

6.1 Neither the Client nor G&T confers or purports to confer on any third party any benefit or any right to enforce any of these terms
and conditions.

7.0 Governing Law

7.1 These terms and conditions and G&T’s appointment with the Client are governed by New York State law.
40 | gardiner&theobald
9 ORCHARD STREET
Proposal for Project & Cost Management Services
May 2016

www.gardiner.com CB|SN|16
 Exhibit M
Equity Commitment Letter
 RECP IV NINE ORCHARD, LLC
1123 Broadway, Second Floor
New York, NY 10010

September ___, 2017

EQUITY COMMITMENT LETTER

FOR THE BENEFIT OF NINE ORCHARD PARTNERS, LLC

Nine Orchard Partners, LLC

1123 Broadway, Second Floor
New York, NY 10010

Ladies and Gentlemen:

RECP IV Nine Orchard, LLC (the “Sponsor”) is pleased to offer this commitment,
subject to the terms and conditions herein, to Nine Orchard Partners, LLC, a limited liability
company formed under the laws of Delaware (the “Developer”) and established for the purpose
of acquiring, renovating, and owning a building to operate as an approximately 116 room luxury
boutique hotel located at 9 Orchard Street, New York (the “Project”).

As described in the Confidential Private Offering Memorandum from EB5 United NYC
VI, LP as issuer (the “Issuer”) dated on or about September________, 2017 (the “Offering
Memorandum”), Issuer is seeking to raise $73,500,000 (the “Target EB-5 Amount”) from
investors pursuant to the EB-5 immigrant investor program (the “Offering”) for the purpose of
funding a loan to be made to Developer (the “Loan”). Pursuant to that certain Loan Agreement
between the Issuer and the Developer dated as of the date hereof (the “Loan Agreement”), Issuer,
as lender, will make one or more advances under the Loan to Developer, as borrower up to the
Target EB-5 Amount or up to the Maximum Offering Amount (as defined in the Loan
Agreement), if such amount is raised for the purposes of the construction, furnishing, equipping
of as well as operation of the Project.

1. Commitment. The Sponsor hereby agrees to contribute at such times necessary to

meet the requirements of the Project, or cause to be contributed, as an equity contribution to the
Developer the budgeted costs of the Project as reflected in the Offering Memorandum less: (A)
any Cost Savings (as defined in the Loan Agreement and as determined at the end of the
Offering Period as therein defined), (B) the Eligible Loan Funds (as defined in the Loan
Agreement and as determined at the end of the Offering Period as therein defined); (C) any
Permitted Bridge Financing (as defined in the Loan Agreement and as determined at the end of
the Offering Period); (D) any Additional Loan (as defined in the Loan Agreement); and (E) the
monetization of the historic tax credits for the Project (collectively, the “Contribution”).

2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant

to this letter agreement is conditioned upon the Issuer having Eligible Loan Funds (as defined in
the Loan Agreement) from proceeds of at least one EB-5 investor from the Offering by February
15, 2018.

42684874;8
 3. Source of Funds. The Sponsor hereby confirms that as of the date of this letter it
has sufficient commitments (directly or through its investors) to call down sufficient funds for
the Commitment, subject to the Developer’s satisfaction of the closing conditions in Section 2.
(See Exhibit A showing the initial capital commitments of the contributing members.)

4. Recourse. The Developer shall have the right to enforce this letter agreement
after providing the Sponsor with notice confirming the satisfaction of closing conditions
contained in Section 2 above.

5. Expiration. All obligations under this letter agreement shall expire and terminate
automatically and immediately on February 16, 2018 if Issuer has not met the closing condition
in Section 2 by the February 15, 2018.

6. No Assignment. The commitment evidenced by this letter agreement shall not be

assignable by the Developer without the Sponsor’s prior written consent, and the granting of
such consent in any given instance shall be solely in the discretion of the Sponsor and, if granted,
shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported
assignment of this commitment in contravention of this Section 6 shall be void.

7. No Other Beneficiaries. This letter agreement shall be binding on the Sponsor

solely for the benefit of the Developer, and nothing set forth in this letter agreement is intended
to or shall confer upon or give to any Person other than the Developer any benefits, rights or
remedies under or by reason of, or any rights to enforce or cause the Developer to enforce, the
Contribution or any provisions of this letter agreement. Without limiting the foregoing, the
Developer’s creditors shall have no right to enforce this letter agreement or to cause Sponsor to
enforce this letter agreement.

8. Representations and Warranties. The Sponsor hereby represents and warrants

with respect to the Developer that (a) it has all necessary power and authority to execute, deliver
and perform this letter agreement; (b) the execution, delivery and performance of this letter
agreement by the Sponsor has been duly and validly authorized and approved by all necessary
action, and no other proceedings or actions on the part of the Sponsor are necessary therefor;
(c) this letter agreement has been duly and validly executed and delivered by it and constitutes a
valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its
terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable
principles (whether considered in a proceeding in equity or at law)); and (d) the execution,
delivery and performance by the Sponsor of this letter agreement do not and will not violate the
organizational documents of the Sponsor or any applicable Law.

9. Severability. Any term or provision of this letter agreement that is invalid or

unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction; provided, however, that this letter
agreement may not be enforced without giving effect to the provisions of Sections 2, 4 and 5
hereof. No party hereto shall assert, and each party hereto shall cause its respective affiliates
not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.
-2-
Equity Commitment Letter for the benefit of Nine Orchard Partners, LLC
42684874;8
 10. Jurisdiction. Each party to this letter agreement, by its execution hereof, (a)
hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New
York or the United States District Court located in the Southern District of the State of New
York for the purpose of any action between the parties arising in whole or in part under or in
connection with this letter agreement, (b) hereby waives to the extent not prohibited by
applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any
such action, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that any such action
brought in one of the above-named courts should be dismissed on grounds of forum non
conveniens, should be transferred or removed to any court other than one of the above-named
courts, or should be stayed by reason of the pendency of some other proceeding in any other
court other than one of the above-named courts, or that this letter agreement or the subject matter
hereof may not be enforced in or by such court, and (c) hereby agrees not to commence any such
action other than before one of the above-named courts.

11. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY

APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND
COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS LETTER
AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY
OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN
EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT
AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN
ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS LETTER
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THAT ANY SUCH PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

12. Headings. The headings contained in this letter agreement are for convenience
purposes only and will not in any way affect the meaning or interpretation hereof.

13. General Provisions. This letter agreement and the obligations hereunder shall be
governed by and construed in accordance with the laws of the State of New York. This letter
agreement constitutes the entire agreement with respect to the subject matter hereof, and
supersedes all prior agreements, understandings and statements, both written and oral, between
or among the Sponsor and the Developer. This letter agreement may not be amended, and no
provision hereof waived or modified, except by an instrument in writing signed by the Sponsor
and the Developer. This letter agreement may be executed in counterparts (including by means
of facsimile or electronically transmitted signature pages), each of which, when so executed,
shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement.

-3-
Equity Commitment Letter for the benefit of Nine Orchard Partners, LLC
42684874;8
 [Signature page follows.]

-4-
Equity Commitment Letter for the benefit of Nine Orchard Partners, LLC
42684874;8
 EXHIBIT A

MEMBERS/INTEREST

Initial Capital
Classes of Percentage Contribution
Name and Address of Member Interests Interest to the Company

RECP IV Nine Orchard, LLC Class A 99% $101,155,493.00

1123 Broadway, Second Floor
New York, NY 10010

RECP IV Nine Orchard Class A 1% $1,021,772.66

Co-Investors, LLC
1123 Broadway, Second Floor
New York, NY 10010

6
Equity Commitment Letter for the benefit of Nine Orchard Partners, LLC
42684874;8
 Exhibit N
Evidence of Bridge Financing
 Exhibit O
Property Deeds
 INDEX

BARGAIN AND SALE DEED,’ WITH COVENANTS AGAINST GRANTOR’S ACTS

THIS INDENTURE, made the 14th day of February, 2012

BETWEEN
60 Canal St. LLC

hereafter referred to as the "party of the first part", and

Carawill Equities LLC

hereafter referred to as the "party of the second part",

WITNESSETH, that the party of the first part, in consideration of ten dollars and other good and
valuable consideration paid by the party of the second part, does hereby grant and release unto the party.
of the second part, the heirs or successors and assigns of the party of the second part forever,

ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, more
fully described in Schedule "A" annexed hereto,.

BEING and intended to be the same premises conveyed to the party of the first part, described in that
certain deed dated 6/11/2003 and recorded on 12/22/2003, as CRFN 2003000523731, said premises also
being commonly known as 60 Canal Street (a/k/a 8-12 Allen Street), New York, New York;

TOGETHER with all right, title and interest, if any, of the party of the first part, in and to any streets and
roads abutting the above described premises to the center lines thereof; TOGETHER with the privileges
and appurtenances and all the estate and rights of the party of the first part in and to said premises; TO
HAVE AND TO HOLD the premises herein granted unto the party of the second part, the heirs or
successors and assigns of the party of the second part forever,

AND the party of the first part covenants that the party of the first part has not done or suffered anything
whereby the said premises have been encumbered in any way whatever,

AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party
of the first part will receive the consideration for this conveyance and will hold the right to receive such
consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and
will apply the same first to the payment of the cost of the improvement before using any part of the total
of the same for any other purpose.

This conveyance has been made with the unanimous consent in writing of all of the members of the party
of the first part.

The word "party" shall be construed as if it read "parties" whenever the sense of this indenture so
requires.

[Signature appears on the following page.]

INDEX
IN WITNESS WItEREOF, the party of the first part has duly executed this deed the day and year first
above written.

In Presence Of:
60 Canal St. LLC

"By: Morris Teplgr, Manager

STATE OF NEW YORK )
) SS.."
COUNTY OF KINGS )

On the 13~1 day of February, in the year 2012, before me, the undersigned, a notary public in and
for said state, Morris Tepler personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.

~NGER

Notary P~_~bhc, ~..’.tate of New York

No 2A.,:’.985211
Qualified ,r~ Kings County
Commission Expires August 1 2,
Recording Information: Record And Return To:

Section: Daniel Berman, Esq.

Block: 294 Kramer Levin Naftalis & Frankel, LLP
Lot(s): 007 1177 Avenue of the Americas
County: New York New York, NY 10036

KL3 2864563.2
 SCHEDULE A

Legal Description

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, WITH THE BUILDINGS
AND IMPROVEMENTS THERON ERECTED, SITUATE, LYING AND BEING IN THE
BOROUGH OF MANHATTAN, COUNTY AND STATE OF NEW YORK, BOUNDED AND
DESCRIBED AS FOLLOWS:

NORTHERLY IN FRONT OF CANAL STREET, 22 FEET; SOUTHERLY IN THE REAR BY

A LINE DRAWN PARALLEL WITH CANAL STREET AND 75 FEET THEREFROM, 19
FEET; EASTERLY ON ONE SIDE PARTLY BY LAND NOW OR FORMERLY
BELONGING TO HENRY FROST AND LAND NOW OR FORMERLY OF S. NICHOLS, 73
FEET; WESTERLY ON THE OTHER SIDE BY LAND NOW OR FORMERLY BELONGING
TO LORILLARD SPENCER AND BY LAND NOW OR FORMERLY BELONGING TO THE~--,
ESTATE OF GEORGE DOWNING, AND GIDEON OSTRANDER, 75 FEET; THE SAID
PREMISES BEING 22 FEET WIDE FROM THE FRONT TO WITHIN 2 FEET OF THE
REAR THEREOF, AND 19 FEET WIDE THROUGHOUT THE REMAINING 2 FEET
THEREOF.

AND ALSO BEING DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE

SOUTHERLY SIDE OF CANAL STREET AND THE EASTERLY SIDE OF ALLEN
STREET;

RUNNING THENCE EASTERLY ALONG THE SOUTHERLY SIDE OF CANAL STREET

AT AN INTERIOR ANGLE OF 89 DEGREES 39 MINUTES 55 SECONDS WITH THE
EASTERLY SIDE OF ALLEN STREET AN ACTUAL DISTANCE OF 22 FEET 1 INCH,
DEED 22 FEET 0 INCHES, TO THE REPUTED LAND FORMERLY HENRY FROST & S
NICHOLS;

RUNNING THENCE SOUTHERLY AT AN INTERIOR ANGLE OF 90 DEGREES 27

MINUTES 00 SECONDS WITH THE SOUTHERLY SIDE OF CANAL STREET, A
DISTANCE OF 48 FEET 8 INCHES;

RUNNING THENCE WESTERLY AT AN INTERIOR ANGLE OF 89 DEGREES 33

MINUTES 00 SECONDS WITH THE LAST COURSE A DISTANCE OF 0 FEET 1/4 INCH;

RUNNING THENCE SOUTHERLY AT AN INTERIOR ANGLE OF 270 DEGREES 27

MINUTES 01 SECONDS WITH THE LAST COURSE A DISTANCE OF 24 FEET 4 INCHES;

RUNNING THENCE WESTERLY AT AN INTERIOR ANGLE OF 89 DEGREES 33

MINUTES WITH THE LAST COURSE A DISTANCE OF 3 FEET 3 1/2 INCHES;

-4-
KL32864563.2
 INDEX

RUNNING THENCE SOUTHERLY AT AN INTERIOR ANGLE OF 274 DEGREES 37

MINUTES 40 SECONDS WITH THE LAST COURSE AN ACTUAL DISTANCE OF 2 FEET
1/8 INCH;

RUNNING THENCE WESTERLY AT AN INTERIOR ANGLE OF 85 DEGREES 22

MINUTES 19 SECONDS AN ACTUAL DISTANCE OF 19 FEET 1 INCH; DEED 19 FEET 0
INCHES TO THE EASTERLY SIDE OF ALLEN STREET;

RUNNING THEN NORTHERLY ALONG THE EASTERLY SIDE OF ALLEN STREET AT

AN INTERIOR ANGLE OF 90 DEGREES 20 MINUTES 05 SECONDS WITH THE LAST
COURSE AN ACTUAL DISTANCE OF 75 FEET 0 INCHES, ALONG THE REPUTED
LAND FORMERLY LORILLARD SPENCER & LAND FORMERLY BELONGING TO THE
ESTATE OF GEORGE DOWNING & GIDEON OSTRANDER TO THE TRUE POINT OR
PLACE OF BEGINNING.

-5-
KL3 2864563.2

INDEX
 INDEX

BARGAIN AND SALE DEED

WITH COVENANTS AGAINST GRANTOR’S ACTS

54 CANAL LLC
a New York limited liability company

TO

NINE ORCHARD PARTNERS, LLC

a Delaware limited liability company

Premises:
54-58 Canal Street,
New York, New York

Block: 294
Lot: 8

Dated: December/~, 2011

Record and Return To:

Daniel Berman, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

INDEX
 BARGAIN AND SALE DEED

TillS INDENTURE, made as of the !~_~day of December, 2011,

BETWEEN 54 CANAL LLC, a New York limited liability company having an office at
c/o Equity Management Company, 95 Delancey Street, New York, New York 10002, party of the
first part,
and NINE ORCHARD PARTNERS, LLC, a Delaware limited liability company, having
an office at c/o DLJ Real Estate Capital Parmers, 590 Madison Avenue, 8th Floor, New York,
New York 10022, party of the second part;
WITNESSETI-I, that the party of the first part, in consideration of Ten Dollars ($10.00)
Dollars, lawful money of the United States, and other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged paid by the party of the second part to the
party of the first part, does hereby grant and release unto the party of the second part, the heirs or
successors and assigns of the party of the second part forever:
ALL that certain plot, piece or parcel of land, with the buildings and improvements
thereon erected, situate, lying and being in the City of New York, County of New York, State of
New York, commonly known as 54-58 Canal Street, New York, New York and more particularly
described in Exhibit "A" attached hereto and incorporated herein for all purposes, together with
all strips and gores, rights of way, privileges and appurtenances pertaining thereto, including any
right, title and interest of Seller in and to any street adjoining any portion of such property;
Said premises being the same premises conveyed to the parties of the first part herein by
deed recorded on 1/17/2006 in (as) CRFN 2006000026084.
TO HAVE AND TO HOLD the premises granted unto the party of the second part, the
heirs or successors and assigns of the party of the second part forever.
AND the party of the first part covenants that the party of the first part has not done or
suffered anything whereby the said premises have been encumbered in any way whatever, except
as aforesaid.
AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants
that the party of the first part will receive the consideration for this conveyance and will hold the
right to receive such consideration as a trust fund to be applied first for the purpose of paying the
cost of the improvement and will apply the same first to the payment of the cost of the
improvement before using any part of the total of the same for any other purpose.
The word "party" shall be construed as if it read "parties" whenever the sense of this
indenture so requires.
IN WITNESS WHEREOF, the party of the first part has duly executed this deed the
day and year first above written.
In presence o~
54
a New

N~
Title:
STATE OF NEW YORK )
SS.:
COUNTY OF NEW YORK )
On this ~ day of P t ~scu, 6~- in the year 2011, before me, the undersigned,
personally appeared BARUCH SINGER, personally known to me or proved to me on the
basis of safisfacto~] evidence to be the individual whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual, or the person on behalf of which the
individual acted, executed the instrument.

Nota~ Public

JEHOSHUA GRAFF
Not=ry Public, State of New York
No. 02GR4518172
Qualified in Nassau County ,f
Commission Expires Feb. 28, 20~,~

F:\WPXNANCY~SINGER, BARUCH~54 Canalk201 I~ARGAIN AND SALE DEED.doe

EXHIBIT A
 INDEX

l rst Americsn tle

Title No. 3008-365220

SCHEDULE "A"

ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, SITUATE, LYING AND BEING IN THE BOROUGH OF
MANHATTAN, COUNTY OF NEW YORK, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS
FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF CANAL STREET
WITH THE WESTERLY SIDE OF ORCHARD STREET;

RUNNING THENCE SOUTHERLY ALONG THE WESTERLY SIDE OF ORCHARD STREET, 73 FEET;

THENCE WESTERLY PARALLEL WITH THE SOUTHERLY SIDE OF CANAL STREET, 65 FEET 6 INCHES;

THENCE NORTHERLY PARALLEL WITH SAID WESTERLY SIDE OF ORCHARD STREET, 24 FEET 4 INCHES;

THENCE EASTERLY AGAIN PARALLEL WITH THE SOUTHERLY SIDE OF CANAL STREET, 1/4 OF AN INCH;

THENCE NORTHERLY AGAIN PARALLEL WITH THE WESTERLY SIDE OF ORCHARD STREET, 48 FEET 8 INCHES
TO THE SOUTHERLY SIDE OF CANAL STREET;

THENCE EASTERLY ALONG THE SOUTHERLY SIDE OF CANAL STREET 65 FEET 5 314 INCHES TO THE POINT OR
PLACE OF BEGINNING.

TNE policy to be issued under this report will insure the title to such buildings and improvements erected on the
premises, which by law constitute real property.

FOR CONVEYANCING ONLY: TOGETHER with all the right, title and interest of the party of the first part, of in
and to the land lying in the street in front of and adjoining said premises.

INDEX
 Exhibit P
Gardiner and Theobald Letter Verifying Construction Schedule and Budget
 September 21, 2017

EB5 United NYC VI, LP

c/o EB-5 United LLC
535 SE Washington Street
Hillsboro, Oregon 97123-4142
Attention: Scott Fuller, Bradford Stedem, and Tiffany Winkles

Re: Project Manager and Cost Estimator Letter

Property: 9 Orchard Street, New York, New York

Ladies and Gentlemen:

Gardiner & Theobald (“G&T”) is the project manager and cost estimator of 9 Orchard Street (the
“Project”). G&T certifies that March 2019 is a reasonable completion date for the Project.
Additionally, G&T certifies that the plans dated March 31, 2017 and budget of $190,815,984 are
feasible to complete the Project.

Very truly yours,

______________________________

By: Gardiner & Theobald, Inc.

Name: Christopher Burke
Title: Senior Director
 Exhibit Q
EB-5 Timeline
 9 Orchard EB-5 Timeline

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Start Pre- Start Hard First I-526 Filed End Hard EB-5 Job End of 2.5
development Construction (Projected) Construction Creation Year Job
construction Complete for all Creation
2012 Early 2014 September 2017 First Quarter Investors Window for
2019 First Quarter First Investor
2020
January 2022
First I-526
Approval
(Projected)
July 2019

DEVELOPMENT AND CONSTRUCTION OF 9 Orchard

JOB CREATION FROM DEVELOPMENT AND CONSTRUCTION

OPERATIONS

Commencement of
Operations
Early 2019

Job Creation Window

2.5 Years From I-526 Approval
 EB5 UNITED NYC VI, LP
EB-5 INVESTOR ANTI-MONEY LAUNDERING INFORMATION FORM

(Required by the USA Patriot Act)

1. Please submit a copy of a non-expired, photo government identification showing your name, date of
birth, and signature:

Foreign Driver’s License or Valid Passport or National ID Card issued

by a foreign government
(Circle one or more that applies)

Note: Documents that are written in a language that is not English must be accompanied by an English
translation prepared by a qualified translator.

2. Please identify the source of funds for the proposed investment:

Investments or Savings or Proceeds of Sale or Gift or Other

(Circle one or more that applies)

3. I hereby certify that I am not, and am not affiliated with, a “Specially Designated National” or “Blocked
Person” listed on the Specially Designated Nationals List published by the United States Department of
the Treasury’s Office of Foreign Assets Control, which may be accessed at: http://sdnsearch.ofac.treas.gov/.

INVESTOR SIGNATURE AND ADDRESS

Signature:
Name (English):
Name (Native):
Legal Address:

Date: , 20

December 2, 2014 v1
 An Economic Analysis
Of the 9 Orchard Street Project
Final Report prepared for 9 Orchard Partners, LLC
(An Affiliate of DLJ Real Estate Capital Partners, LLC)

September 2017
Table Of Contents
1. Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1-1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1-2 Industry Cluster Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1-3 Discussion of County Grouping Selected based on Combined Statistical Area Data . . . . . . . . . . . 8
1-4 Summary of Economic Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2. Methods & Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

2-1 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2-2 Simulation Inputs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2-3 RIMS II Final Demand and Employment Multipliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2-4 Calculation of Employment Results Using Final Demand Multiplier . . . . . . . . . . . . . . . . . . . . . . . 20
2-5 Guidelines and Methodology for Construction Employment Creation . . . . . . . . . . . . . . . . . . . . . 23
2-6 Economic Impacts of the Expenditures from 2014 To-Date of the 9 Orchard Street Project . . . . . 24
2-7 Economic Impacts of the 9 Orchard Street Project from 2014 Onward Through Completion . . . . 30
2-8 Verification of Inputs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

3. About RIMS II Final Demand Methodology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

1. Executive Summary
This economic analysis report, utilizing RIMS II, was prepared to evaluate the economic impacts of a spe-
cific project located within the New York-Newark, NY-NJ-CT-PA Combined Statistical Area (“CSA”), which is
being developed under the sponsorship of the USCIS-approved regional center, Advantage America New York
Regional Center, LLC. The project involves the construction and operation of a 116-room luxury hotel with
approximately 10,000 square feet of food and beverage and event space located in the Lower East Side of
Manhattan, New York. This project’s activities will be collectively referred to as the “9 Orchard Street Project.”

•• The 9 Orchard Street Project has resulted in the creation of 520.7 total new construction
jobs from 2014 to-date and will result in an overall creation of 2,094.9 total new jobs
from the total construction and operation of the project from 2014 to expected completion
in March 2019.
•• The 9 Orchard Street Project will increase investment in the region by a one-time amount
of $190,815,984. This impact analysis finds that the project will generate significant and
positive economic benefits for the regional economy.
•• The 9 Orchard Street Project would result in annual growth in the regional economy by a gain
of $70,357,000 from 2014 to-date regional household earnings and $240,809,000 for
the project from 2014 onward through completion.
•• The regional economy will experience increased need for business services of $11,564,000
from 2014 to-date and $28,015,000 for the project from 2014 onward through completion.
•• The regional economy will experience annual increased demand on utilities of $665,000
from 2014 to-date and $2,758,000 for the project from 2014 onward through completion.
•• The regional economy will experience an increased demand for maintenance and construction
of $31,553,000 from 2014 to-date and $104,074,000 for the project from 2014 onward
through completion.
•• The regional economy will experience increased demand on new supplier and vendor links
with manufacturers of $4,812,000 from 2014 to-date and $17,141,000 for the project
from 2014 onward through completion.
•• Based on the combined total financing for the project of $190,815,984—which will include
$73,500,000 in EB-5 capital from 147 EB-5 investors—the individual investors in the
project will be assigned 14.3 jobs each. The project provides enough jobs to meet or
exceed the requirements of the EB-5 program.
•• The following charts summarize the annual revenues and the total permanent new jobs for
construction and operation of the project. These figures assume that the expenditures/
revenue for the project given in each table are met.

September 2017 3
Table 1-1. Summary of Employment Projection for Costs Spent from 2014 To-Date for the
Project
Projected RIMS II Final Total New Total New Total New
Project (with NAICS Code Expenditure/ Demand Direct Jobs Indirect Jobs Permanent
Revenue Multiplier Created Created Jobs Created
Non-Residential Building Construction
$31.282 13.8432 247.8 185.2 433.0
(NAICS code 2362)
Furniture, Fixtures and Equipment
$0.165 5.9169 — 1.0 1.0
Purchases (NAICS 4232, 4234, and 4236)*
Architectural, Engineering and Related
$6.511 13.3179 32.9 53.8 86.7*
Services (NAICS 5413)*
Total       520.7
*Indirect jobs only
Dollar figures in millions, reduced to reflect 2015 dollars
Note: Although the Developer undertook construction-related work from 2012, to be conservative, only expenditures
from 2014 onward through completion are included in these calculations.

Table 1-2. Summary of Employment Projection for the Project from 2014 Onward through
Completion
Projected RIMS II Final Total New Total New Total New
Project (with NAICS Code Expenditure/ Demand Direct Jobs Indirect Jobs Permanent
Revenue Multiplier Created Created Jobs Created
Non-Residential Building Construction
$102.981 13.8432 815.9 609.7 1,425.6
(NAICS code 2362)
Furniture, Fixtures and Equipment
$10.467 5.9169 — 61.9 61.9
Purchases (NAICS 4232, 4234, and 4236)*
Architectural, Engineering and Related
$9.396 13.3179 47.5 77.6 125.1
Services (NAICS 5413)
Traveler Accommodations (NAICS 7211) $16.093 14.3270 139.5 91.1 230.6
Restaurants and Other Eating Places
$10.718 23.4803 181.2 70.5 251.7
(NAICS 7225)
Total       2,094.9
*Indirect jobs only
Dollar figures in millions, reduced to reflect 2015 dollars
Note: Although the Developer undertook construction-related work from 2012, to be conservative, only expenditures
from 2014 onward through completion are included in these calculations.

September 2017 4
1-1 Introduction
Baker Tilly Capital, LLC, (“BTC”) has been retained by 9 Orchard Partners, LLC (an affiliate of DLJ Real Estate
Capital Partners, to perform an economic assessment of a planned investment in the construction and oper-
ation of a specific project located within the state of New York. The following industry clusters were analyzed
as part of this project:

1. Non-Residential Building Construction—NAICS 2362

2. Furniture and Home Furnishing Merchant Wholesalers—NAICS 4232
3. Professional and Commercial Equipment and Supplies Merchant Wholesalers—NAICS 4234
4. Household Appliances and Electrical and Electronic Goods Merchant Wholesalers—NAICS 4236
5. Architectural, Engineering and Related Services—NAICS 5413
6. Traveler Accommodations—NAICS 7211
7. Restaurants and Other Eating Places—NAICS 7225

Advantage America New York Regional Center, LLC is an approved EB-5 regional center with a geographic
area encompassing the following contiguous counties:

Geographic Area
State Counties Approval Date
New York Queens Kings March 11, 2013
Bronx New York March 11, 2013
Westchester Nassau March 11, 2013
Suffolk Dutchess December 23, 2014
Orange Putnam December 23, 2014
Richmond Rockland December 23, 2014
Ulster July 5, 2016
Sullivan September 9, 2016
New Jersey Bergen Hudson December 23, 2014
Middlesex Morris December 23, 2014
Passaic Sussex December 23, 2014
Essex Hunterdon December 23, 2014
Monmouth Ocean December 23, 2014
Somerset Union December 23, 2014
Mercer Warren September 9, 2016
Pennsylvania Pike December 23, 2014
Carbon Lehigh September 9, 2016
Monroe Northampton September 9, 2016
Connecticut Litchfield New Haven July 5, 2016
Fairfield July 5, 2016

The sphere of influence for the 9 Orchard Street Project is the following counties: Fairfield, CT; Litchfield, CT;
New Haven, CT; Bergen, NJ; Essex, NJ; Hudson, NJ; Hunterdon, NJ; Mercer, NJ; Middlesex, NJ; Monmouth, NJ;
Morris, NJ; Ocean, NJ; Passaic, NJ; Somerset, NJ; Sussex, NJ; Union, NJ; Warren, NJ; Bronx, NY; Dutchess,
NY; Kings, NY; Nassau, NY; New York, NY; Orange, NY; Putnam, NY; Queens, NY; Richmond, NY; Rockland,
NY; Suffolk, NY; Ulster, NY; Westchester, NY; Carbon, PA; Lehigh, PA; Monroe, PA; Northampton, PA; and Pike,
PA. This area is defined as the New York-Newark Combined Statistical Area.

September 2017 5
A combined statistical area consists of a region that shares industry, infrastructure and housing and com-
bines an area of urban agglomeration, called a commuter belt. The CSA is closely bound by employment and
other commerce. The specific location of the project is economically integrated, and located within, both the
approved regional center and the CSA and has been defined as the project region. Based on information pro-
vided by the developer, BTC performed an analysis for the target industry economic cluster in the proposed
project specific geographic area. RIMS II was utilized.

The focus of the study is analyzing the regional impacts of the construction and operation of a 116-room lux-
ury hotel with approximately 10,000 square feet of food and beverage and event space located in the Lower
East Side of Manhattan, New York.

BTC used RIMS II to model the total economic impact associated with various levels of site investment and
operational employment. To quantify the net economic impact (direct and indirect) of the development, RIMS
II modeled the following direct effects:

•• Direct effects of construction employment, household earnings and output

•• Effects of operational employment, household earnings and output

BTC examined the project data provided by the JCE using a multi-industry sector, segregated-region model.
Using this model, BTC was able to develop independent forecasts for the proposed use of the project. This
segregation of forecasts allowed BTC/RIMS II to capture the total net effects of the proposed target industry.
By analyzing the regional developments with different underlying assumptions for the specific industries, BTC
established a realistic prediction of a potential outcome.

The RIMS II economic model employed for the economic and job creation impact assessment study, forecasts
the economic impact a specific event will generate throughout a determined area—the New York-Newark CSA.
Over time, competitive pressures emerge and then tend to revert back to equilibrium. The process, in that
way, depicts the so-called “ripple effect” impacts economic changes have on a region.

In this case, the initial economic stimulation reverberates through the economy, spreading outward from the
site of the new investment and business activity and across the geographic region and the nation. Eventually,
the new waves of the economic activity are absorbed into the larger economy, creating a new level of econom-
ic equilibrium. In the long run, the project will materially alter the geographic area by the substantial amount of
new investment and related business development activities, including a corresponding higher level of output,
taxation, investment, employment, and household earnings in the regional economy. This report is intended to
demonstrate the increased economic impacts within the geographic region.

The proposed 9 Orchard Street Project will require a total expenditure of $190,815,984 to provide for
construction of the development, $73,500,000 of the total investment will be through EB-5 investor funds.

1-2  Industry Cluster Definitions1

Non-Residential Building Construction—NAICS code 2362
This industry comprises establishments primarily responsible for the construction (including new work, addi-
tions, alterations, maintenance, and repairs) of industrial buildings (except warehouses). The construction of
selected additional structures, whose production processes are similar to those for industrial buildings (e.g.,
incinerators, cement plants, blast furnaces, and similar non-building structures), is included in this industry.
Included in this industry are industrial building general contractors, industrial building operative builders, indus-
trial building design-build firms, and industrial building construction management firms.

1.  NAICS code definitions provided by the U.S. Census Bureau

September 2017 6
Furniture and Home Furnishings Merchant Wholesalers—NAICS code 4232
This industry comprises establishments primarily engaged in the merchant wholesale distribution of furniture
(except hospital beds, medical furniture, and drafting tables). Also, this industry comprises establishments
primarily engaged in the merchant wholesale distribution of home furnishings and/or housewares.

Professional and Commercial Equipment and Supplies

Merchant Wholesalers—NAICS code 4234
This industry comprises establishments primarily engaged in the merchant wholesale distribution of commer-
cial and related machines and equipment (except photographic equipment and supplies; office equipment; and
computers and computer peripheral equipment and software) generally used in facilities and stores.

Household Appliances and Electrical and Electronic

Goods Merchant Wholesalers—NAICS code 4236
This industry comprises establishments primarily engaged in the merchant wholesale distribution of electrical
construction materials; wiring supplies; electric light fixtures; light bulbs; and/or electrical power equipment
for the generation, transmission, distribution, or control of electric energy. Also, this industry comprises
establishments primarily engaged in the merchant wholesale distribution of household-type gas and electric
appliances (except water heaters and heating stoves (i.e., non-cooking)), room air-conditioners, and/or house-
hold-type audio or video equipment.

Architectural, Engineering, and Related Services—NAICS code 5413

This industry comprises establishments primarily engaged in planning and designing residential, institutional,
leisure, commercial, and industrial buildings and structures by applying knowledge of design, construction
procedures, zoning regulations, building codes, and building materials. Also, this industry comprises establish-
ments primarily engaged in applying physical laws and principles of engineering in the design, development,
and utilization of machines, materials, instruments, structures, processes, and systems. The assignments un-
dertaken by these establishments may involve any of the following activities: provision of advice, preparation
of feasibility studies, preparation of preliminary and final plans and designs, provision of technical services
during the construction or installation phase, inspection and evaluation of engineering projects, and related
services.

Traveler Accommodations—NAICS code 7211

This industry comprises establishments primarily engaged in providing short-term lodging in facilities known
as hotels, motor hotels, resort hotels, and motels. The establishments in this industry may offer accommo-
dation services, recreational services, conference rooms and convention services, laundry services, parking,
and other services. This industry comprises establishments primarily engaged in providing short-term lodging
in hotel facilities with a casino on the premises. The casino on premises includes table-wagering games and
may include other gambling activities, such as slot machines and sports betting. These establishments gener-
ally offer a range of services and amenities, such as accommodation services, entertainment, valet parking,
swimming pools, and conference and convention facilities. This US industry comprises establishments primar-
ily engaged in providing short-term lodging in facilities known as bed-and-breakfast inns. These establishments
provide short-term lodging in private homes or small buildings converted for this purpose. Bed-and-breakfast
inns are characterized by a highly personalized service and inclusion of a full breakfast in the room rate.

September 2017 7
Restaurants and Other Eating Places—NAICS code 7225
This industry group comprises establishments primarily engaged in one of the following: (1) providing food
services to patrons who order and are served while seated (i.e. waiter/waitress service), and pay after eating;
(2) providing food services to patrons who generally order or select items (e.g., at a counter, in a buffet line)
and pay before eating; or (3) preparing and/or serving a specialty snack (e.g., ice cream, frozen yogurt,
cookies) and/or nonalcoholic beverages (e.g., coffee, juices, sodas) for consumption on or near the premises.

1-3  Discussion of County Grouping Selected

based on Combined Statistical Area Data
BTC used the New York-Newark, NY-NJ-CT-PA CSA as the basis of the region used for this analysis. The US
Bureau of the Census defines a “Combined Statistical Area” as follows:

“A geographical region with a relatively high population density at its core and close economic ties
throughout the area”

The general concept of a combined area is that of a large population nucleus, together with adjacent com-
munities having a high degree of social and economic integration with that core. Combined areas comprise
one or more entire counties, except in New England, where cities and towns are the basic geographic units.

The Office of Management and Budget (OMB) define combined areas for purposes of collecting, tabulating,
and publishing federal data. Combined area definitions result from applying published standards to Census
Bureau data.

The New York-Newark CSA is made up of the following counties: Fairfield, Litchfield and New Haven Counties
in Connecticut; Bergen, Essex, Hudson, Hunterdon, Mercer, Middlesex, Monmouth, Morris, Ocean, Passaic,
Somerset, Sussex, Union and Warren Counties in New Jersey; Bronx, Dutchess, Kings, Nassau, New York,
Orange, Putnam, Queens, Richmond, Rockland, Suffolk, Ulster and Westchester Counties in New York and
Carbon, Lehigh, Monroe, Northampton and Pike Counties in Pennsylvania. The population was 23,723,696
as of 2015 estimates.2

2.  http://factfinder.census.gov/faces/tableservices/jsf/pages/productview.xhtml?src=bkmk

September 2017 8
1-4  Summary of Economic Impact
If the project was to be operating at the stated capacities given in this report, the economic impact as
measured by household earnings, demand for business services, utilities, maintenance and repair, and new
supplier and vendor relationships is summarized in the chart below.

Summary Measures of Economic Impact for the Project

Category 2014–To-Date Expenditures 2014 Onward Through Completion

Household Income from:

Construction $65,336,000 $215,086,000
FF&E Purchases $41,000 $2,579,000
A&E Services $4,980,000 $7,187,000
Hotel Operations — $8,700,000
Food and Beverage Operations — $7,257,000
Total Household Income $70,357,000 $240,809,000

Demand (Output) for:

Professional and business support services $11,564,000 $28,015,000
Utilities $665,000 $2,758,000
Maintenance and repair construction $31,553,000 $104,074,000
Supplier/vendor links with manufacturers $4,812,000 $17,141,000
Total Demand $48,594,000 $151,988,000

Household Earnings (Labor Income)

The jobs created by the various components of the project will subsequently create new sources of household
income. The total household income from the project will be $70.36 million from 2014 to-date and $240.81
million for the project from 2014 onward through completion. This income calculation comes from the RIMS II
input-output model, which measures the average income per job by industry. The model calculations are based
on the types of jobs that will be created within the regional center, with indirect impacts allocated based on
the types of commodity inputs required by the businesses that would potentially locate in the regional center.

Demand for Business Services, Utilities, Maintenance and Construction,

and New Supplier/Vendor Relationships Created with Manufacturers
The total economic impact of the project from the supplier purchases and business relationships for the re-
gional center will create approximately $48.59 million from 2014 to-date and $151.99 million for the project
from 2014 onward through completion in additional economic activity across the region. These supplier pur-
chases are calculated from the indirect increase in output generated by the RIMS II model. It should be noted
that some of these supplier industries might potentially locate within the regional center, and their economic
output is included in this total.

The estimate of supplier purchases is based on the commodity data in the RIMS II input-output model. This
data specifies the amount and type of commodity input needed to maintain specific types of business opera-
tions. The model estimates the supplier purchases based on the types of jobs and number of jobs that will be
created within the regional center. In addition, the model allocates the supplier purchases to businesses within
the region, based on trade flow data from the U.S. Bureau of Economic Analysis.

September 2017 9
The regional center will create demand for business services including, professional services and business
services and support services. The impact of this activity totals $11.56 million from 2014 to-date and $28.02
million annually for the project from 2014 onward through completion.

Utilities include services such as electricity, natural gas, and water and sewer facilities. The economic impact
on utility services totals $0.67 million from 2014 to-date and $2.76 million for the project from 2014 onward
through completion.

Maintenance and repair services include some building and construction activity on existing buildings. The
regional center would create an economic impact of $31.55 million from 2014 to-date and $104.07 million
for the project from 2014 onward through completion within these sectors in the region. Because most of the
construction activity is either upfront during building construction or integrated into repair and maintenance
services, the economic impact for construction sectors is minimal on an ongoing basis.

New supplier/vendor relationships with manufacturers would create an economic impact of $4.81 million
from 2014 to-date and $17.14 million for the project from 2014 onward through completion These activities
include purchases of locally manufactured goods plus purchased materials for construction, plus any locally
produced materials used in food services.

September 2017 10
2. Methods & Assumptions

2-1 Assumptions
For the project, BTC examined the economic effects of site development and operations. BTC systematically
reviewed each set of assumptions used to properly customize the sector outputs that make up the set matri-
ces. In the following assumptions, BTC applied specific sector data resulting in a very detailed, realistic and
logical range of likely outcomes.

The tables within this analysis show the expected spending as well as increases in employment and household
earnings for ongoing operations.

The definition of “direct jobs” through RIMS II used in this report should not be confused with the concept of
“direct job” creation measurable by Forms I-9, payroll records or other similar documentation as set forth in
8 C.F.R. § 204.6(j)(4)(i)(A). That section contemplates individually identifiable “direct hire” type jobs created
which can individually identify the actual employees of the Job Creating Enterprise (JCE), most often in the
non-regional center context.

When economists use the term “direct” jobs in the context of an econometric methodology such as RIMS II,
what is meant are jobs created directly by revenues (which in the EB-5 Immigrant Investor Program results
from an immigrant investor’s investment). For example, where a regional center-based new commercial en-
terprise comprised of immigrant investors renovates a building it purchases, the employees of the various
unaffiliated tenants of that building would be considered “direct” jobs in the context of an econometric report.
However, as noted in USCIS’s stated EB-5 policy, those jobs are not “direct” in the sense set forth in 8 C.F.R. §
204.6(j)(4)(i)(A) where the new commercial enterprise is itself the employer that can provide Form I-9 or other
similar documentation on its own employees. The tenants’ employees are not “direct” employees of the region-
al center-based new commercial enterprise, nor may they be counted for other job creation credit calculations
“unless” the tenant jobs were not pre-existent somewhere else, and merely were existing jobs transferred to
the new tenant location from a prior location where they had existed.

To be clear, this report does in fact also set forth the number of EB-5 “direct” jobs that are likely to be created
by the JCE within its expanded production capacity as a result of the expansion project, and that by the point
of filing to remove conditions by way of the form I-829 process, the JCE will be fully compliant with 8 C.F.R.
§ 204.6(j)(4)(B)(iii) in providing probative evidence for the proof of “direct” EB-5 job creation. In addition, and
within the context of regulations which apply particularly to regional centers, for calculation of the resultant
and newly induced and indirect job creation, is not Forms I-9, payroll records or similar documentation that
will be the needed to meet the USCIS preponderance of evidence standard, but rather “reasonable methodol-
ogies” such as used for this report.

2-2  Simulation Inputs

The data used includes an estimated construction timeline and development costs provided by the JCE.

Information from the business plan for the proposed industry cluster was provided by the JCE and such infor-
mation within the plan was evaluated and then incorporated into this analysis for area specific background and
demographic purposes.

Based on the data provided and corroborated, inputs were created for use in the RIMS II system to model the
economic impact of the operation phase of the project. The relevant information and data used to develop the
model inputs of the project was provided by the JCE.

A summary of the project follows:

September 2017 11
9 Orchard Street Project
A 116-room luxury hotel with approximately 10,000 square feet of food and beverage and event space locat-
ed in the Lower East Side of Manhattan, New York. The total investment into the project will be $190,815,984
and the EB-5 investment is projected to be $73.5 million. The remaining $117,315,984 will come from other
sources.

Expenditures from 2014 To-Date

Substantive construction of the Project began in early 2014, with predevelopment work starting in 2012. Only
construction expenditures from 2014 have been included in the calculations in this report for job creation. To
be conservative, all past expenditures will be deflated to 2015 dollars.

To-Date Expenditures—9 Orchard Street Project

Acquisition Costs
Land Parcel $23,300,000.00
Closing Costs $400,942.96
Building $18,000,000.00
Total Acquisition Costs $41,700,942.96

Hard Costs
Demolition $769,011.34
General Conditions $383,206.50
Utility Cost $338,640.67
Pre Construction $412,881.07
Insurance $72,248.59
Building Improvement $1,292,983.69
General Conditions-Summary $8,602,990.70
Project Management $718,816.52
Demolition/Structure Moving $1,257,908.00
Precast Concrete $4,915,318.34
Facade $6,698,749.43
Structural Metal Framing $3,507,346.78
Steel Stairs & Rails $172,346.00
Rough Carpentry $606,282.33
Waterproofing $419,380.00
Roofing $8,600.00
Doors and Frames $22,562.51
Entrances, Storefronts $823,226.00
Glass Entrances, Storefronts $108,545.00
Windows $1,551,120.04
Glazing $18,000.00
Plaster and Gypsum Board $20,522.50
Tiling $2,329.10
Resilient Flooring $2,980.00

September 2017 12
 To-Date Expenditures (continued)
Painting and Coating $97,400.00
Elevators $489,367.00
Scaffolding $1,431,372.58
Fire-Extinguishing Systems $177,000.00
Plumbing Piping and Pumps $2,610.00
Plumbing Fixtures $480,650.00
Central Heating Equip $914,235.00
Electrical-General $1,012,680.11
Piling, Tunneling, Mining $147,500.00
Total Hard Costs $37,478,809.80

Furniture, Fixtures, & Equipment

Total FF&E $170,409.43

Soft Costs
Accounting and Audit $11,500.00
Architect $9,536,166.00
Asset Management Fee $2,092,351.31
Design Consultant $34,500.00
Engineering $975,295.13
Insurance-Builder Risk $2,664,212.73
Insurance-Property $22,292.56
Insurance-Reimb ($160,319.00)
Legal-General $421,742.16
LLC Fees $1,691.21
Management Consulting $469,104.62
Real Estate Taxes $1,738,724.51
Woodworking Friends and Family $1,878,823.54
Permits $137,097.84
Historic Tax Credit Consultant $226,170.00
Total Soft Costs $20,049,352.61

Construction
The total hard construction costs for this project to-date is $37,406,561 (in current dollars). This includes
all hard construction costs minus insurance. To be conservative, only the hard costs that have occurred
from 2014 will be counted. Therefore, the total hard construction cost for the project to-date from 2014 is
$32,220,561. The current RIMS II multipliers are from 2015, and therefore we must deflate the expenditures
to 2015 Dollars.

To convert to 2015 Dollars we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03.
To convert the $32,220,561 in current dollars to 2015 Dollars, the expenditure is divided by 1.03, to yield
$31,282,098.

September 2017 13
 Construction Expenditure—Current Dollars vs. 2015 Dollars
Current Dollars 2015 Dollars
$32,220,561 $31,282,098

Construction employment was derived through expenditure modeling based upon detailed construction cost
figures supplied by the JCE. Verification at the I-829 stage of the EB-5 process would be tax documents and
other expense records.

Furniture, Fixtures and Equipment Purchases

The total expenditure for FF&E purchases from 2014 to-date is $170,409 (in current dollars).

To convert to 2015 Dollars, we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03.
To convert the $170,409 in current dollars to 2015 Dollars, the expenditure is divided by 1.03, to yield
$165,446.

Furniture, Fixtures and Equipment Purchases—Current Dollars vs. 2015 Dollars

Current Dollars 2015 Dollars
$170,409 $165,446

Expenditure into the wholesale trade industry that was used as input to the RIMS II model was taken from the
business plan provided by the JCE. Verification at the I-829 stage of the EB-5 process would be verification of
expenditure based upon tax documents and other expense records.

Architectural, Engineering and Related Services

The total EB-5 eligible architectural and engineering services costs to-date is $10,545,961 (in current dollars).
This includes the following line items: Architect, Design Consultant and Engineering. To be conservative, only
the A&E costs that have occurred from 2014 to present will be counted. Therefore, the total A&E cost for the
project from 2014 to-date is $6,706,555.

To convert to 2015 Dollars, we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03.
To convert the $6,706,555 in current dollars to 2015 Dollars, the expenditure is divided by 1.03, to yield
$6,511,218.

Architectural, Engineering and Related Services—Current Dollars vs. 2015 Dollars

Current Dollars 2015 Dollars
$6,706,555 $6,511,218

Expenditure into the architectural and engineering industry that was used as input to the RIMS II model was
taken from the business plan provided by the JCE. Verification at the I-829 stage of the EB-5 process would
be verification of expenditure based upon tax documents and other expense records.

September 2017 14
Total Project Budget
Project Costs—9 Orchard Street Project
Category % Amount
Land 21.85% $41,700,943
EB-5 Qualifying Hard Costs 44.44% $84,794,511
Non-Qualifying Hard Costs 0.39% $740,041
Furniture, Fixtures, & Equipment 5.65% $10,780,495
Contingency 7.58% $14,461,987
Developer Fee 6.29% $12,000,000
Architectural & Engineering 7.08% $9,667,366
Soft Costs 6.72% $12,821,235
Total 100.00% $190,815,984

Construction
The total hard construction costs for this project is $111,256,498 (in current dollars). This includes EB-5
Qualifying Hard Costs, Contingency, and Developer Fee. To be conservative, only the hard costs that have
occurred from 2014 to completion of the project will be counted. Therefore, the total hard construction costs
for the project from 2014 through completion will be $106,070,498. The current RIMS II multipliers are from
2015; therefore, we must deflate the expenditures to 2015 Dollars.

To convert to 2015 Dollars we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03. To
convert the $106,070,498 in current dollars to 2015 Dollars, the expenditure is divided by 1.03, to yield
$102,981,066.

Construction Expenditure—Current Dollars vs. 2015 Dollars

Current Dollars 2015 Dollars
$106,070,498 $102,981,066

Construction employment was derived through expenditure modeling based upon detailed construction cost
figures supplied by the JCE and verified by the independent third-party firm Gardiner & Theobald. Verification
at the I-829 stage of the EB-5 process would be tax documents and other expense records.

Furniture, Fixtures and Equipment Purchases

The total expenditure for FF&E purchases will be $10,780,495 (in current dollars).

To convert to 2015 Dollars we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03.
To convert the $10,780,495 in current dollars to 2015 Dollars, the expenditure is divided by 1.03, to yield
$10,466,500.

Furniture, Fixtures and Equipment Purchases—Current Dollars vs. 2015 Dollars

Current Dollars 2015 Dollars
$10,780,495 $10,466,500

Expenditure into the wholesale trade industry that was used as input to the RIMS II model was taken from
the business plan provided by the JCE and verified by the independent third-party firm Gardiner & Theobald.
Verification at the I-829 stage of the EB-5 process would be verification of expenditure based upon tax docu-
ments and other expense records.

September 2017 15
Architectural, Engineering and Related Services
The total EB-5 eligible architectural and engineering services costs of this project will be $13,516,772 (in
current dollars). To be conservative, only the A&E costs that have occurred from 2014 to completion of the
project will be counted. Therefore, the total A&E costs for the project from 2014 through completion will be
$9,677,366.

To convert to 2015 Dollars, we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03.
To convert the $9,667,366 in current dollars to 2015 Dollars, the expenditure is divided by 1.03, to yield
$9,395,501.

Architectural, Engineering and Related Services—Current Dollars vs. 2015 Dollars

Current Dollars 2015 Dollars
$9,667,366 $9,395,501

Expenditure into the architectural and engineering industry that was used as input to the RIMS II model was
taken from the business plan provided by the JCE and verified by the independent third-party firm Gardiner &
Theobald. Verification at the I-829 stage of the EB-5 process would be verification of expenditure based upon
tax documents and other expense records.

Operations
The following table is a ten-year revenue and expense projection for the project created as a part of a July 5,
2017 feasibility study by HVS Consulting & Valuations Services (“HVS”).

Ten-Year Forecast
19/20 20/21 21/22 22/23 23/24 24/25 25/26 26/27 27/28 28/29
Number of Rooms 116 116 116 116 116 116 116 116 116 116
Occupied Rooms 31,332 33,872 35,142 35,566 35,566 35,566 35,566 35,566 35,566 35,566
Occupancy 74% 80% 83% 84% 84% 84% 84% 84% 84% 84%
Average Rate 523.00 558.26 587.44 605.06 623.21 641.91 661.17 681.00 701.43 722.48
RevPAR 387.02 446.61 487.58 508.25 523.50 539.21 555.38 572.04 589.20 606.88

Operating Revenue
Rooms 16,387 18,909 20,644 21,519 22,165 22,830 23,515 24,220 24,947 25,695
Food & Beverage 11,040 12,616 13,020 13,410 13,813 14,227 14,654 15,094 15,546 16,013
Other Operated
189 199 207 214 220 227 234 241 248 255
Departments
Total Operating
27,615 31,724 33,871 35,143 36,198 37,284 38,403 39,554 40,741 41,963
Revenues

Departmental Expenses *
Rooms 4,959 5,261 5,498 5,690 5,861 6,037 6,218 6,404 6,596 6,794
Food & Beverage 8,560 8,854 9,139 9,413 9,695 9,986 10,286 10,595 10,912 11,240
Other Operated
97 100 104 107 110 113 117 120 124 128
Departments
Total Expenses 13,616 14,216 14,741 15,210 15,666 16,136 16,620 17,119 17,633 18,162
Departmental
14,000 17,508 19,130 19,933 20,532 21,148 21,782 22,435 23,109 23,802
Income

September 2017 16
 Ten-Year Forecast (continued)
19/20 20/21 21/22 22/23 23/24 24/25 25/26 26/27 27/28 28/29

Undistributed Operating Expenses

Administrative &
2,697 2,879 3,002 3,100 3,193 3,289 3,388 3,490 3,594 3,702
General
Info & Telecom
112 120 125 129 133 137 141 145 149 154
Systems
Marketing 1,425 1,453 1,443 1,490 1,535 1,581 1,628 1,677 1,727 1,779
Prop. Operations
883 1,077 1,263 1,450 1,493 1,538 1,584 1,631 1,680 1,731
& Maint.
Utilities 595 636 663 685 705 726 748 770 794 817
Total Expenses 5,713 6,164 6,496 6,853 7,059 7,271 7,489 7,713 7,945 8,183
Gross House
8,287 11,344 12,634 13,080 13,473 13,877 14,294 14,722 15,164 15,618
Profit
Management Fee 828 952 1,016 1,054 1,086 1,119 1,152 1,187 1,222 1,259
Income Before
7,459 10,393 11,618 12,026 12,387 12,759 13,141 13,535 13,942 14,360
Non-Opr. I&E

Non-Operating Income & Expense

Property Taxes 2,170 1,071 653 724 810 911 1,397 1,999 2,600 3,204
Insurance 140 145 149 153 158 163 168 173 178 183
Reserve for
552 634 1,016 1,406 1,448 1,491 1,536 1,582 1,630 1,679
Replacement
Total Expenses 2,863 1,851 1,818 2,284 2,416 2,565 3,100 3,754 4,407 5,066
EBITDA Less
4,596 8,542 9,799 9,742 9,971 10,194 10,041 9,782 9,534 9,294
Reserve
*Departmental expenses are expressed as a percentage of departmental revenues

Hotel Operation
The total annual revenue is projected to be $16,576,000 (in current dollars) by the first year of operations.
This includes room revenue and other operated departments revenue categories.

To convert to 2015 Dollars we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03.
This gives us a figure of 326.061/317.417 = 1.03. To convert the $16,576,000 in current dollars to 2015
Dollars, the revenue is divided by 1.03 to yield $16,093,204.

Hotel Revenue—Current Dollars vs. 2015 Dollars

Current Dollars 2015 Dollars
$16,576,000 $16,093,204

Revenue into the accommodation industry that was used as input to the RIMS II model was taken from the
market study prepared by HVS. Verification at the I-829 stage of the EB-5 process would be tax returns and
other financial statements.

September 2017 17
Food and Beverage Operation
The total annual revenue is projected to be $11,040,000 (in current dollars) by the first year of operations.

To convert to 2015 Dollars we use the average 2017 Consumer Price Index (CPI) for all items, which is
244.076 and divide it by the 2015 CPI of 237.017. This gives us a figure of 244.076/237.017 = 1.03.
To convert the $11,040,000 in current dollars to 2015 Dollars, the revenue is divided by 1.03 to yield
$10,718,447.

Food and Beverage Revenue—Current Dollars vs. 2015 Dollars

Current Dollars 2015 Dollars
$11,040,000 $10,718,447

Revenue into the food and beverage industry that was used as input to the RIMS II model was taken from the
market study prepared by HVS. Verification at the I-829 stage of the EB-5 process would be tax returns and
other financial statements.

September 2017 18
2-3  RIMS II Final Demand and Employment Multipliers
Shown in the chart below are the actual RIMS II final demand and employment multipliers used in the project
for this analysis specific for the counties within the project region.

RIMS II Final Demand and Employment Multipliers

Final Demand Multiplier Direct Effect Multiplier
Industry Output Earnings Employment Value-added Earnings Employment
($) ($) (jobs) ($) ($) (jobs)
2332C0—Nonresidential
1.8872 0.7367 13.8432 1.1159 1.5414 1.7472
Structures
420000—Wholesale Trade 1.8818 0.5822 10.0205 1.2077 1.8703 2.4419
541300—Architectural,
Engineering, and Related 2.1636 0.7647 13.3179 1.2164 1.9484 2.6322
Services
721000—Accommodation 1.8536 0.5407 14.3270 1.1416 1.9173 1.6531
722110—Full-service
2.0193 0.6772 23.4803 1.1259 1.7989 1.3893
Restaurants
Region Definition: Fairfield, CT; Litchfield, CT; New Haven, CT; Bergen, NJ; Essex, NJ; Hudson, NJ;
Hunterdon, NJ; Mercer, NJ; Middlesex, NJ; Monmouth, NJ; Morris, NJ; Ocean, NJ; Passaic, NJ;
Somerset, NJ; Sussex, NJ; Union, NJ; Warren, NJ; Bronx, NY; Dutchess, NY; Kings, NY; Nassau, NY;
New York, NY; Orange, NY; Putnam, NY; Queens, NY; Richmond, NY; Rockland, NY; Suffolk, NY;
Ulster, NY; Westchester, NY; Carbon, PA; Lehigh, PA; Monroe, PA; Northampton, PA; Pike, PA.
Final Demand—Output: Each entry in this column represents the total dollar change in output that occurs in all indus-
tries for each additional dollar of output delivered to final demand by the industry corresponding to the entry.
Final Demand—Earnings: Each entry in this column represents the total dollar change in earnings of households
employed by all industries for each additional dollar of output delivered to final demand by the industry correspond-
ing to the entry.
Final Demand—Employment: Each entry in this column represents the total change in number of jobs that occurs in
all industries for each additional 1 million dollars of output delivered to final demand by the industry corresponding
to the entry. Because the employment multipliers are based on 2015 data, the output delivered to final demand
should be in 2015 dollars.
Final Demand—Value-added: Each entry in this column represents the total dollar change in value added that oc-
curs in all industries for each additional dollar of output delivered to final demand by the industry corresponding to
the entry.
Direct Effect—Earnings: Each entry in this column represents the total dollar change in earnings of households em-
ployed by all industries for each additional dollar of earnings paid directly to households employed by the industry
corresponding to the entry.
Direct Effect—Employment: Each entry in this column represents the total change in number of jobs in all industries
for each additional job in the industry corresponding to the entry.
Note. Multipliers are based on the 2007 Benchmark Input-Output Table for the Nation and 2015 regional data.
Source: Regional Input-Output Modeling Systems (RIMS II). Regional Product Division, Bureau of Economic Analysis.

September 2017 19
2-4  Calculation of Employment Results
Using Final Demand Multiplier

2014 To-Date Expenditures

Construction
For NAICS code 2362 (Non-residential Construction), the final demand multiplier is 13.8432 and the
employment multiplier is 1.7472. The final demand multiplier is used to determine the total number of jobs
produced based on the 2014 to-date expenditures for non-residential construction of the project, which is
shown in Table 1-1 of this report. This figure is $31.282 million (in 2015 Dollars). Therefore, if all the jobs were
counted, there would be $31.282 times 13.8432, or 433.0 jobs. This figure includes direct and indirect jobs.

Project construction has taken more than two years; therefore, we can count direct jobs from the construction
expenditure.

The employment multiplier is 1.7472, which means that for every 1 direct job, there are 1.7472 total jobs.
Hence for every 1 direct job, there are 0.7472 indirect jobs. If there are a total of 433.0 jobs if all categories
are counted, then based on this multiplier there are 247.8 direct jobs and 185.2 indirect jobs. This is the
figure shown in Table 1-1.

Furniture, Fixtures and Equipment Purchases

For NAICS codes 4232, 4234 and 4236 (Furniture and Home Furnishings Merchant Wholesalers,
Professional and Commercial Equipment and Suppliers Merchant Wholesalers and Household
Appliances and Electrical and Electronic Goods Merchant Wholesalers), the final demand multiplier is
10.0205 and the employment multiplier is 2.4419. The final demand multiplier is used to determine the total
number of jobs produced based on the 2014 to-date purchases of FF&E for the project, which is shown in
Table 1-1 of this report. This figure is $0.165 million (in 2015 Dollars). Therefore, if all the jobs were counted,
there would be $0.165 times 10.0205 or 1.7 jobs. This figure includes direct and indirect jobs.

FF&E purchases are a one-time event; therefore, we can only count indirect jobs from the purchases. The
employment multiplier of 10.0205 must be reduced (or have the direct effects taken out) to reflect indirect
impacts only.

The final demand multiplier of 10.0205 is divided by the employment multiplier 2.4419 to yield 4.1036. This
figure reflects the direct effects only; therefore, we then subtract 4.1036 from 10.0205, which gives us the
indirect final demand multiplier of 5.9169.

The indirect multiplier of 5.9169 is then multiplied by the expenditure of $0.165 to produce a total number of
indirect jobs of 1.0. This is the figure shown in Table 1-1.

Architectural, Engineering and Related Services

For NAICS code 5413 (Architectural, Engineering and Related Services), the final demand multiplier is
13.3179 and the employment multiplier is 2.6322. The final demand multiplier is used to determine the total
number of jobs produced based on the 2014 to-date architectural and engineering services for the project,
which is shown in Table 1-1 of this report. This figure is $6.511 million (in 2015 Dollars). Therefore, if all the
jobs were counted, there would be $6.511 times 13.3179, or 86.7 jobs. This figure includes direct and indi-
rect jobs.

Architectural and engineering services has lasted over two years; therefore, we can count direct jobs from
the expenditure.

September 2017 20
The employment multiplier is 2.6322, which means that for every 1 direct job, there are 2.6322 total jobs.
Hence for every 1 direct job, there are 1.6322 indirect jobs. If there are a total of 86.7 jobs if all categories
are counted, then based on this multiplier there are 32.9 direct jobs and 53.8 indirect jobs.

Project from 2014 Onward through Completion

Construction
For NAICS code 2362 (Non-residential Construction), the final demand multiplier is 13.8432 and the
employment multiplier is 1.7472. The final demand multiplier is used to determine the total number of jobs
produced based on the expenditures for non-residential construction of the project from 2014, which is shown
in Table 1-2 of this report. This figure is $102.981 million (in 2015 Dollars). Therefore, if all the jobs were
counted, there would be $102.981 times 13.8432, or 1,425.6 jobs. This figure includes direct and indirect
jobs.

Project construction will take more than two years; therefore, we can count direct jobs from the construction
expenditure.

The employment multiplier is 1.7472, which means that for every 1 direct job, there are 1.7472 total jobs.
Hence for every 1 direct job, there are 0.7472 indirect jobs. If there are a total of 1,425.6 jobs if all catego-
ries are counted, then based on this multiplier there are 815.9 direct jobs and 609.7 indirect jobs. This is the
figure shown in Table 1-2.

Furniture, Fixtures and Equipment Purchases

For NAICS codes 4232, 4234 and 4236 (Furniture and Home Furnishings Merchant Wholesalers,
Professional and Commercial Equipment and Suppliers Merchant Wholesalers and Household
Appliances and Electrical and Electronic Goods Merchant Wholesalers), the final demand multiplier is
10.0205 and the employment multiplier is 2.4419. The final demand multiplier is used to determine the total
number of jobs produced based on the purchases of FF&E for the project, which is shown in Table 1-2 of this
report. This figure is $10.467 million (in 2015 Dollars). Therefore, if all the jobs were counted, there would be
$10.467 times 10.0205 or 104.9 jobs. This figure includes direct and indirect jobs.

FF&E purchases are a one-time event; therefore, we can only count indirect jobs from the purchases. The
employment multiplier of 10.0205 must be reduced (or have the direct effects taken out) to reflect indirect
impacts only.

The final demand multiplier of 10.0205 is divided by the employment multiplier 2.4419 to yield 4.1036. This
figure reflects the direct effects only; therefore, we then subtract 4.1036 from 10.0205, which gives us the
indirect final demand multiplier of 5.9169.

The indirect multiplier of 5.9169 is then multiplied by the expenditure of $10.467 to produce a total number
of indirect jobs of 61.9. This is the figure shown in Table 1-2.

Architectural, Engineering and Related Services

For NAICS code 5413 (Architectural, Engineering and Related Services), the final demand multiplier
is 13.3179 and the employment multiplier is 2.6322. The final demand multiplier is used to determine the
total number of jobs produced based on the architectural and engineering services for the project, which is
shown in Table 1-2 of this report. This figure is $9.396 million (in 2015 Dollars). Therefore, if all the jobs were
counted, there would be $9.396 times 13.3179, or 125.1 jobs. This figure includes direct and indirect jobs.

Architectural and engineering services will last over two years; therefore, we can count direct jobs from the
expenditure.

September 2017 21
The employment multiplier is 2.6322, which means that for every 1 direct job, there are 2.6322 total jobs.
Hence for every 1 direct job, there are 1.6322 indirect jobs. If there are a total of 125.1 jobs if all categories
are counted, then based on this multiplier there are 47.5 direct jobs and 77.6 indirect jobs. This is the figure
shown in Table 1-2.

Hotel Operations
For NAICS code 7211 (Traveler Accommodation), the final demand multiplier is 14.3270 and the employ-
ment multiplier is 1.6531. The final demand multiplier is used to determine the total number of jobs produced
based on the revenue for NAICS code 7211, which is shown in Table 1-2 of this report. This figure is $16.093
million (in 2015 Dollars). Therefore, if all the jobs were counted, there would be $16.093 times 14.3270, or
230.6 jobs. This figure includes direct and indirect jobs.

The employment multiplier is 1.6531, which means that for every 1 direct job, there are 1.6531 total jobs.
Hence for every 1 direct job, there are 0.6531 indirect jobs. If there are a total of 230.6 jobs if all categories
are counted, then based on this multiplier there are 139.5 direct jobs and 91.1 indirect jobs. This is the figure
shown in Table 1-2.

Food and Beverage Operations

For NAICS code 7225 (Restaurants and Other Eating Places), the final demand multiplier is 23.4803
and the employment multiplier is 1.3893. The final demand multiplier is used to determine the total number
of jobs produced based on the revenue for NAICS code 7225, which is shown in Table 1-2 of this report. This
figure is $10.718 million (in 2015 Dollars). Therefore, if all the jobs were counted, there would be $10.718
times 23.4803, or 251.7 jobs. This figure includes direct and indirect jobs.

The employment multiplier is 1.3893, which means that for every 1 direct job, there are 1.3893 total jobs.
Hence for every 1 direct job, there are 0.3893 indirect jobs. If there are a total of 251.7 jobs if all categories
are counted, then based on this multiplier there are 181.2 direct jobs and 70.5 indirect jobs. This is the figure
shown in Table 1-2.

September 2017 22
2-5  Guidelines and Methodology for
Construction Employment Creation
USCIS guidelines state that direct construction jobs lasting less than two years should not be counted for
the purpose of determining EB-5 job count. However, the indirect jobs can be counted. The method used to
determine indirect employment creation is capital expenditure to determine direct and indirect job creation
and then to subtract the direct jobs.

The project has included over two years of construction. Therefore, direct construction jobs will be included
in the total census.

Also, the number of construction jobs must be based upon the capital expended on the “hard costs” of con-
struction and the EB-5 eligible cost of furniture, fixtures and equipment purchases and architectural and engi-
neering costs. Other soft costs, such as other fees and permitting, are not included. These jobs are calculated
as indirect effects within the RIMS II model and to use these costs would be double counting.

For this analysis the developer has provided BTC with final estimates of all expenditures of the project. Of the
$190,815,984 in total capital expenditure, $106,070,498 will be spent on hard costs for the development
from 2014 through completion and $20,457,861 for EB-5 eligible soft costs (all in current dollars) for the
project from 2014 through completion.

The economic impact calculations in this report are based on the RIMS II final demand multipliers. The num-
bers in the following tables are calculated by multiplying expenditures or revenue by the RIMS II multipliers for
the region, for example: the hard construction costs by the RIMS II construction multipliers.

September 2017 23
2-6  Economic Impacts of the Expenditures from
2014 To-Date of the 9 Orchard Street Project
Construction
The hard construction costs from 2014 to-date are $31.282 million (2015 Dollars).

The RIMS II final demand multiplier for non-residential construction is 13.8432. When multiplied by $31.282
million (2015 Dollars) that creates 433.0 new jobs.

Table 2-1 and 2-2 show the economic impact of the construction expenditures for the 20 major industrial
classifications in the RIMS II input/output model. Please note that in these and succeeding tables, output and
earnings are given in thousands of dollars.

Table 2-1. Increase in Employment, Output, and Earnings for $31.282 Million (2015 Dollars)
2014 To-Date Construction Expenditures
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.3 16 6
Mining 0.1 31 6
Utilities 0.7 544 81
Construction 249.0 31,492 15,018
Durable Goods Manufacturing 10.3 2,656 557
Non Durable Goods Manufacturing 4.6 1,639 282
Wholesale trade 8.8 2,143 666
Retail trade 28.0 2,277 801
Transportation and warehousing 6.1 957 300
Information 3.7 1,295 272
Finance and insurance 13.6 3,335 885
Real estate and rental and leasing 25.5 4,342 682
Professional, scientific, services 10.5 1,721 751
Management of companies 1.9 554 21,369
Administrative and waste management 10.0 813 344
Educational services 4.9 350 163
Health care and social assistance 23.8 2,546 1,154
Arts, entertainment, and recreation 4.3 313 103
Accommodation 2.4 282 78
Food services and drinking places 11.2 676 21,375
Other services 11.0 1,051 410
Households 2.3 0 31
Total 433.0 59,032 65,336

Table 2-1 shows that there will be a total of 433.0 new jobs created from the construction of the project. Total
output will increase by $59.03 million, while total household earnings would increase by $65.34 million.

September 2017 24
Table 2-2. Output and Earnings Per New Worker for $31.282 Million (2015 Dollars) 2014 To-
Date Construction Expenditures
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.3 61.7 24.7
Mining 0.1 243.9 48.8
Utilities 0.7 783.8 117.1
Construction 249.0 126.5 60.3
Durable Goods Manufacturing 10.3 258.9 54.3
Non Durable Goods Manufacturing 4.6 258.9 54.3
Wholesale trade 8.8 353.3 60.7
Retail trade 28.0 81.5 28.6
Transportation and warehousing 6.1 156.4 49.1
Information 3.7 345.9 72.7
Finance and insurance 13.6 245.0 65.0
Real estate and rental and leasing 25.5 170.2 26.7
Professional, scientific, services 10.5 164.6 71.8
Management of companies 1.9 284.6 10,982.3
Administrative and waste management 10.0 81.4 34.5
Educational services 4.9 71.2 33.0
Health care and social assistance 23.8 107.2 48.6
Arts, entertainment, and recreation 4.3 73.4 24.2
Accommodation 2.4 115.1 32.0
Food services and drinking places 11.2 60.2 1,903.9
Other services 11.0 95.2 37.1
Households 2.3 0.0 13.7
Total 433.0 136.3 150.9

Table 2-2 shows that output per new worker for the construction sector would be about $126,500, with
average annual earnings of $60,300. For all new workers, the corresponding figures are $136,300 and
$150,900.

September 2017 25
Furniture, Fixtures and Equipment Purchases
The FF&E purchases from 2014 to-date are $0.165 million (2015 Dollars).

The RIMS II final demand multiplier (indirect impacts only) for wholesale trade is 5.9169. When multiplied by
$0.165 million (2015 Dollars), that creates 1.0 new job.

Table 2-3 and 2-4 show the economic impact of the expenditures for the 20 major industrial classifications
in the RIMS II input/output model. Please note that in these and succeeding tables, output and earnings are
given in thousands of dollars.

Table 2-3. Increase in Employment, Output, and Earnings for $0.165 Million (2015 Dollars)
2014 To-Date FF&E Purchases, Indirect Jobs Only
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.0 0 0
Mining 0.0 0 0
Utilities 0.0 1 0
Construction 0.0 1 0
Durable Goods Manufacturing 0.0 1 0
Non Durable Goods Manufacturing 0.0 3 1
Wholesale trade 0.4 81 23
Retail trade 0.1 4 1
Transportation and warehousing 0.0 5 2
Information 0.0 5 1
Finance and insurance 0.0 10 2
Real estate and rental and leasing 0.1 12 2
Professional, scientific, services 0.0 6 2
Management of companies 0.0 4 1
Administrative and waste management 0.1 3 1
Educational services 0.0 1 0
Health care and social assistance 0.1 5 2
Arts, entertainment, and recreation 0.0 1 0
Accommodation 0.0 1 0
Food services and drinking places 0.0 1 0
Other services 0.0 3 1
Households 0.0 0 0
Total 1.0 146 41

Table 2-3 shows that there will be a total of 1.0 new jobs created from the FF&E purchases related to the
construction of the project. Total output will increase by $0.15 million, while total household earnings would
increase by $0.04 million.

September 2017 26
Table 2-4. Output and Earnings Per New Worker for $0.165 Million (2015 Dollars) 2014 To-
Date FF&E Purchases, Indirect Jobs Only
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.0 47.4 10.7
Mining 0.0 198.4 0.0
Utilities 0.0 627.6 83.3
Construction 0.0 143.5 42.6
Durable Goods Manufacturing 0.0 204.4 41.6
Non Durable Goods Manufacturing 0.0 204.4 41.6
Wholesale trade 0.4 229.8 39.7
Retail trade 0.1 64.6 20.6
Transportation and warehousing 0.0 107.4 35.2
Information 0.0 249.0 52.6
Finance and insurance 0.0 202.7 49.1
Real estate and rental and leasing 0.1 135.3 18.9
Professional, scientific, services 0.0 125.7 48.9
Management of companies 0.0 226.3 82.3
Administrative and waste management 0.1 62.3 24.7
Educational services 0.0 56.7 23.4
Health care and social assistance 0.1 85.0 34.7
Arts, entertainment, and recreation 0.0 61.2 19.1
Accommodation 0.0 91.7 23.4
Food services and drinking places 0.0 47.9 14.6
Other services 0.0 77.2 27.5
Households 0.0 0.0 9.9
Total 1.0 149.1 41.6

Table 2-4 shows that output per new worker for the wholesale trade sector would be about $229,800, with
average annual earnings of $39,700. For all new workers, the corresponding figures are $149,100 and
$41,600.

September 2017 27
Architectural, Engineering and Related Services
The architectural and engineering services costs from 2014 to-date are $6.511 million (2015 Dollars).

The RIMS II final demand multiplier for architectural and engineering services is 13.3179. When multiplied by
$6.511 million (2015 Dollars), that creates 61.9 new jobs.

Table 2-5 and 2-6 show the economic impact of the architectural and engineering expenditures for the 20
major industrial classifications in the RIMS II input/output model. Please note that in these and succeeding
tables, output and earnings are given in thousands of dollars.

Table 2-5. Increase in Employment, Output, and Earnings for $6.511 Million (2015 Dollars)
2014 To-Date Architectural and Engineering Services
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.1 3 1
Mining 0.0 3 1
Utilities 0.2 119 18
Construction 0.3 61 20
Durable Goods Manufacturing 0.6 150 32
Non Durable Goods Manufacturing 1.1 363 65
Wholesale trade 1.2 295 92
Retail trade 5.3 427 151
Transportation and warehousing 1.7 249 82
Information 1.2 407 89
Finance and insurance 4.1 1,063 277
Real estate and rental and leasing 6.9 1,178 182
Professional, scientific, services 41.5 7,789 3,126
Management of companies 0.6 184 74
Administrative and waste management 6.5 490 240
Educational services 1.1 79 36
Health care and social assistance 5.1 548 248
Arts, entertainment, and recreation 1.2 92 31
Accommodation 0.8 92 26
Food services and drinking places 4.0 239 82
Other services 2.7 255 102
Households 0.5 0 7
Total 86.7 14,087 4,980

Table 2-5 shows that there will be a total of 61.9 new jobs created from the architectural and engineering
services related to the project. Total output will rise about $14.09 million, while total household earnings would
increase by about $4.98 million.

September 2017 28
 Table 2-6. Output and Earnings Per New Worker for $6.511 Million (2015 Dollars) 2014 To-
Date Architectural and Engineering Services
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.1 54.9 22.0
Mining 0.0 250.0 50.0
Utilities 0.2 782.1 115.4
Construction 0.3 180.2 58.1
Durable Goods Manufacturing 0.6 268.6 57.0
Non Durable Goods Manufacturing 1.1 268.6 57.0
Wholesale trade 1.2 336.1 60.4
Retail trade 5.3 81.2 28.7
Transportation and warehousing 1.7 144.6 47.6
Information 1.2 338.9 73.8
Finance and insurance 4.1 257.4 67.2
Real estate and rental and leasing 6.9 170.0 26.3
Professional, scientific, services 41.5 187.9 75.4
Management of companies 0.6 285.3 114.9
Administrative and waste management 6.5 75.0 36.7
Educational services 1.1 71.8 33.2
Health care and social assistance 5.1 107.2 48.5
Arts, entertainment, and recreation 1.2 75.1 25.0
Accommodation 0.8 115.4 32.5
Food services and drinking places 4.0 60.1 20.6
Other services 2.7 94.1 37.4
Households 0.5 0.0 13.2
Total 86.7 162.5 57.4

Table 2-6 shows that output per new worker for the professional and scientific services sector would be about
$187,900, with average annual earnings of about $75,400. For all new workers, the corresponding figures
are $162,500 and $57,400.

September 2017 29
2-7  Economic Impacts of the 9 Orchard Street
Project from 2014 Through Completion
Construction
The hard construction costs from 2014 onward through completion are expected to be $102.981 million
(2015 Dollars).

The RIMS II final demand multiplier for non-residential construction is 13.8432. When multiplied by $102.981
million (2015 Dollars) that creates 1,425.6 new jobs.

Table 2-7 and 2-8 show the economic impact of the construction expenditures for the 20 major industrial
classifications in the RIMS II input/output model. Please note that in these and succeeding tables, output and
earnings are given in thousands of dollars.

Table 2-7. Increase in Employment, Output, and Earnings for $102.298 Million (2015 Dollars)
Construction Expenditures
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.8 51 21
Mining 0.4 103 21
Utilities 2.3 1,792 268
Construction 819.7 103,671 49,441
Durable Goods Manufacturing 33.8 8,743 1,833
Non Durable Goods Manufacturing 15.3 5,396 927
Wholesale trade 28.9 7,054 2,193
Retail trade 92.0 7,497 2,636
Transportation and warehousing 20.1 3,151 989
Information 12.3 4,263 896
Finance and insurance 44.8 10,978 2,914
Real estate and rental and leasing 84.0 14,294 2,245
Professional, scientific, services 34.4 5,664 2,472
Management of companies 6.4 1,823 70,346
Administrative and waste management 32.9 2,678 1,133
Educational services 16.2 1,153 536
Health care and social assistance 78.2 8,383 3,800
Arts, entertainment, and recreation 14.0 1,030 340
Accommodation 8.1 927 257
Food services and drinking places 37.0 2,224 70,367
Other services 36.3 3,460 1,349
Households 7.5 0 103
Total 1,425.6 194,335 215,086

Table 2-7 shows that there will be a total of 1,425.6 new jobs created from the construction of the project.
Total output will increase by $194.34 million, while total household earnings would increase by $215.09
million.

September 2017 30
Table 2-8. Output and Earnings Per New Worker for $102.298 Million (2015 Dollars)
Construction Expenditures
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.8 61.7 24.7
Mining 0.4 243.9 48.8
Utilities 2.3 783.8 117.1
Construction 819.7 126.5 60.3
Durable Goods Manufacturing 33.8 258.9 54.3
Non Durable Goods Manufacturing 15.3 258.9 54.3
Wholesale trade 28.9 353.3 60.7
Retail trade 92.0 81.5 28.6
Transportation and warehousing 20.1 156.4 49.1
Information 12.3 345.9 72.7
Finance and insurance 44.8 245.0 65.0
Real estate and rental and leasing 84.0 170.2 26.7
Professional, scientific, services 34.4 164.6 71.8
Management of companies 6.4 284.6 10,982.3
Administrative and waste management 32.9 81.4 34.5
Educational services 16.2 71.2 33.0
Health care and social assistance 78.2 107.2 48.6
Arts, entertainment, and recreation 14.0 73.4 24.2
Accommodation 8.1 115.1 32.0
Food services and drinking places 37.0 60.2 1,903.9
Other services 36.3 95.2 37.1
Households 7.5 0.0 13.7
Total 1,425.6 136.3 150.9

Table 2-8 shows that output per new worker for the construction sector would be about $126,500, with
average annual earnings of $60,300. For all new workers, the corresponding figures are $136,300 and
$150,900.

September 2017 31
Furniture, Fixtures and Equipment Purchases
The FF&E purchases from 2014 onward through completion are expected to be $10.467 million (2015
Dollars).

The RIMS II final demand multiplier (indirect impacts only) for wholesale trade is 5.9169. When multiplied by
$10.467 million (2015 Dollars), that creates 61.9 new job.

Table 2-9 and 2-10 show the economic impact of the expenditures for the 20 major industrial classifications
in the RIMS II input/output model. Please note that in these and succeeding tables, output and earnings are
given in thousands of dollars.

Table 2-9. Increase in Employment, Output, and Earnings for $10.467 Million (2015 Dollars)
FF&E Purchases, Indirect Jobs Only
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.0 2 0
Mining 0.0 0 0
Utilities 0.1 83 11
Construction 0.3 39 12
Durable Goods Manufacturing 0.2 50 10
Non Durable Goods Manufacturing 0.8 195 34
Wholesale trade 26.6 5,139 1,444
Retail trade 3.8 249 79
Transportation and warehousing 2.7 291 95
Information 1.2 295 62
Finance and insurance 3.0 618 150
Real estate and rental and leasing 5.5 747 105
Professional, scientific, services 3.0 371 144
Management of companies 1.1 240 87
Administrative and waste management 3.3 207 82
Educational services 0.8 45 19
Health care and social assistance 3.7 314 128
Arts, entertainment, and recreation 0.9 52 16
Accommodation 0.4 38 10
Food services and drinking places 2.0 94 29
Other services 2.1 162 58
Households 0.4 0 4
Total 61.9 9,232 2,579

Table 2-9 shows that there will be a total of 61.9 new jobs created from the FF&E purchases related to the
construction of the project. Total output will increase by $9.23 million, while total household earnings would
increase by $2.58 million.

September 2017 32
Table 2-10. Output and Earnings Per New Worker for $10.467 Million (2015 Dollars) FF&E
Purchases, Indirect Jobs Only
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.0 47.4 10.7
Mining 0.0 198.4 0.0
Utilities 0.1 627.6 83.3
Construction 0.3 143.5 42.6
Durable Goods Manufacturing 0.2 204.4 41.6
Non Durable Goods Manufacturing 0.8 204.4 41.6
Wholesale trade 26.6 229.8 39.7
Retail trade 3.8 64.6 20.6
Transportation and warehousing 2.7 107.4 35.2
Information 1.2 249.0 52.6
Finance and insurance 3.0 202.7 49.1
Real estate and rental and leasing 5.5 135.3 18.9
Professional, scientific, services 3.0 125.7 48.9
Management of companies 1.1 226.3 82.3
Administrative and waste management 3.3 62.3 24.7
Educational services 0.8 56.7 23.4
Health care and social assistance 3.7 85.0 34.7
Arts, entertainment, and recreation 0.9 61.2 19.1
Accommodation 0.4 91.7 23.4
Food services and drinking places 2.0 47.9 14.6
Other services 2.1 77.2 27.5
Households 0.4 0.0 9.9
Total 61.9 149.1 41.6

Table 2-10 shows that output per new worker for the wholesale trade sector would be about $229,800, with
average annual earnings of $39,700. For all new workers, the corresponding figures are $149,100 and
$41,600.

September 2017 33
Architectural, Engineering and Related Services
The architectural and engineering services costs from 2014 onward through completion are expected to be
$9.396 million (2015 Dollars).

The RIMS II final demand multiplier for architectural and engineering services is 13.3179. When multiplied by
$9.396 million (2015 Dollars), that creates 125.1 new jobs.

Table 2-11 and 2-12 show the economic impact of the architectural and engineering expenditures for the 20
major industrial classifications in the RIMS II input/output model. Please note that in these and succeeding
tables, output and earnings are given in thousands of dollars.

Table 2-11. Increase in Employment, Output, and Earnings for $9.396 Million (2015 Dollars)
Architectural and Engineering Services
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.1 5 2
Mining 0.0 5 1
Utilities 0.2 172 25
Construction 0.5 87 28
Durable Goods Manufacturing 0.8 217 46
Non Durable Goods Manufacturing 1.6 523 94
Wholesale trade 1.7 426 132
Retail trade 7.6 616 218
Transportation and warehousing 2.5 360 118
Information 1.7 587 128
Finance and insurance 6.0 1,533 400
Real estate and rental and leasing 10.0 1,700 263
Professional, scientific, services 59.8 11,240 4,511
Management of companies 0.9 266 107
Administrative and waste management 9.4 708 346
Educational services 1.6 114 53
Health care and social assistance 7.4 791 358
Arts, entertainment, and recreation 1.8 132 44
Accommodation 1.2 133 38
Food services and drinking places 5.7 345 118
Other services 3.9 368 147
Households 0.7 0 9
Total 125.1 20,329 7,187

Table 2-11 shows that there will be a total of 125.1 new jobs created from the architectural and engineering
services related to the project. Total output will rise about $20.33 million, while total household earnings would
increase by about $7.19 million.

September 2017 34
Table 2-12. Output and Earnings Per New Worker for $9.396Million (2015 Dollars)
Architectural and Engineering Services
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.1 54.9 22.0
Mining 0.0 250.0 50.0
Utilities 0.2 782.1 115.4
Construction 0.5 180.2 58.1
Durable Goods Manufacturing 0.8 268.6 57.0
Non Durable Goods Manufacturing 1.6 268.6 57.0
Wholesale trade 1.7 336.1 60.4
Retail trade 7.6 81.2 28.7
Transportation and warehousing 2.5 144.6 47.6
Information 1.7 338.9 73.8
Finance and insurance 6.0 257.4 67.2
Real estate and rental and leasing 10.0 170.0 26.3
Professional, scientific, services 59.8 187.9 75.4
Management of companies 0.9 285.3 114.9
Administrative and waste management 9.4 75.0 36.7
Educational services 1.6 71.8 33.2
Health care and social assistance 7.4 107.2 48.5
Arts, entertainment, and recreation 1.8 75.1 25.0
Accommodation 1.2 115.4 32.5
Food services and drinking places 5.7 60.1 20.6
Other services 3.9 94.1 37.4
Households 0.7 0.0 13.2
Total 125.1 162.5 57.4

Table 2-12 shows that output per new worker for the professional and scientific services sector would be
about $187,900, with average annual earnings of about $75,400. For all new workers, the corresponding
figures are $162,500 and $57,400.

September 2017 35
Hotel Operations
The revenue is projected to be $16.093 million (2015 Dollars) by the first year of operations.

The RIMS II final demand multiplier for accommodation is 14.3270. When multiplied by $16.093 million that
creates 230.6 new jobs.

Table 2-13 and 2-14 show the economic impact of the operations for the 20 major industrial classifications
in the RIMS II input/output model. Please note that in these and succeeding tables, output and earnings are
given in thousands of dollars.

Table 2-13. Increase in Employment, Output, and Earnings for Hotel Operations
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.1 6 2
Mining 0.0 2 0
Utilities 0.5 420 63
Construction 0.9 166 53
Durable Goods Manufacturing 0.7 175 39
Non Durable Goods Manufacturing 2.6 784 143
Wholesale trade 2.4 583 182
Retail trade 10.9 885 311
Transportation and warehousing 3.4 486 182
Information 3.3 1,011 240
Finance and insurance 7.3 1,827 494
Real estate and rental and leasing 13.1 2,250 348
Professional, scientific, services 7.8 1,323 573
Management of companies 2.6 743 299
Administrative and waste management 8.9 745 299
Educational services 2.0 140 64
Health care and social assistance 8.9 959 435
Arts, entertainment, and recreation 2.7 212 71
Accommodation 140.9 16,256 4,583
Food services and drinking places 5.2 335 106
Other services 5.3 526 203
Households 0.9 0 11
Total 230.6 29,833 8,700

Table 2-13 shows that there will be a total of 230.6 new jobs created from operations. Total output will in-
crease by $29.83 million, while total household earnings would increase by $8.70 million.

September 2017 36
Table 2-14. Output and Earnings Per New Worker for Hotel Operations
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.1 58.8 14.7
Mining 0.0 250.0 0.0
Utilities 0.5 783.8 117.1
Construction 0.9 182.0 58.3
Durable Goods Manufacturing 0.7 247.2 54.4
Non Durable Goods Manufacturing 2.6 247.2 54.4
Wholesale trade 2.4 296.6 54.2
Retail trade 10.9 81.3 28.5
Transportation and warehousing 3.4 142.1 53.2
Information 3.3 310.6 73.7
Finance and insurance 7.3 250.2 67.7
Real estate and rental and leasing 13.1 171.2 26.4
Professional, scientific, services 7.8 169.1 73.3
Management of companies 2.6 285.4 114.9
Administrative and waste management 8.9 83.4 33.5
Educational services 2.0 71.7 33.0
Health care and social assistance 8.9 107.2 48.6
Arts, entertainment, and recreation 2.7 77.7 25.9
Accommodation 140.9 115.4 32.5
Food services and drinking places 5.2 63.9 20.3
Other services 5.3 99.5 38.3
Households 0.9 0.0 13.1
Total 230.6 129.4 37.7

Table 2-14 shows that output per new worker for the accommodation sector would be about $115,400,
with average annual earnings of $32,500. For all new workers, the corresponding figures are $129,400 and
$37,700.

September 2017 37
Food and Beverage Operations
The revenue is projected to be $10.718 million (2015 Dollars) by the first year of operations.

The RIMS II final demand multiplier for full-service restaurants is 23.4803. When multiplied by $10.718 million
that creates 251.7 new jobs.

Table 2-15 and 2-16 show the economic impact of the operations for the 20 major industrial classifications
in the RIMS II input/output model. Please note that in these and succeeding tables, output and earnings are
given in thousands of dollars.

Table 2-15. Increase in Employment, Output, and Earnings for Food and Beverage Operations
Industry group Employment Output Earnings
Agriculture, forestry, fishing 0.1 9 2
Mining 0.0 2 0
Utilities 0.4 290 43
Construction 0.6 111 36
Durable Goods Manufacturing 0.9 238 50
Non Durable Goods Manufacturing 2.5 820 138
Wholesale trade 2.4 587 183
Retail trade 8.6 700 247
Transportation and warehousing 2.8 398 148
Information 1.9 623 141
Finance and insurance 5.2 1,307 347
Real estate and rental and leasing 12.0 2,050 315
Professional, scientific, services 4.5 718 313
Management of companies 3.1 882 355
Administrative and waste management 5.0 408 170
Educational services 1.6 111 51
Health care and social assistance 7.5 798 362
Arts, entertainment, and recreation 1.8 131 44
Accommodation 0.9 99 28
Food services and drinking places 185.2 10,960 4,117
Other services 4.0 401 155
Households 0.7 0 10
Total 251.7 21,644 7,257

Table 2-15 shows that there will be a total of 251.7 new jobs created from operations. Total output will in-
crease by $21.64 million, while total household earnings would increase by $7.26 million.

September 2017 38
Table 2-16. Output and Earnings Per New Worker for Food and Beverage Operations
Industry group Employment Output/Employee Earnings/Employee
Agriculture, forestry, fishing 0.1 66.1 16.5
Mining 0.0 285.7 0.0
Utilities 0.4 785.5 115.9
Construction 0.6 181.8 59.4
Durable Goods Manufacturing 0.9 252.8 53.5
Non Durable Goods Manufacturing 2.5 252.8 53.5
Wholesale trade 2.4 321.7 54.2
Retail trade 8.6 81.1 28.6
Transportation and warehousing 2.8 143.6 53.4
Information 1.9 323.7 73.5
Finance and insurance 5.2 252.0 67.0
Real estate and rental and leasing 12.0 170.8 26.3
Professional, scientific, services 4.5 159.1 69.4
Management of companies 3.1 285.6 114.9
Administrative and waste management 5.0 82.0 34.2
Educational services 1.6 71.3 32.9
Health care and social assistance 7.5 107.1 48.6
Arts, entertainment, and recreation 1.8 74.3 25.0
Accommodation 0.9 115.0 32.5
Food services and drinking places 185.2 59.2 22.2
Other services 4.0 99.6 38.6
Households 0.7 0.0 13.4
Total 251.7 86.0 28.8

Table 2-16 shows that output per new worker for the food services sector would be about $59,200, with aver-
age annual earnings of $22,200. For all new workers, the corresponding figures are $86,000 and $28,800.

September 2017 39
2-8  Verification of Inputs
Development Costs
The hard construction, FF&E and A&E costs that were used as input to the economic analysis were prepared
by Gardiner & Theobald. The estimate is shown below

September 2017 40
September 2017 41
 A&E Costs
Category Amount
Architect $11,627,119
Engineering $1,512,835
Design Consultant $376,818
Total A&E $13,516,772

A&E 2014 To-Date $6,706,555

A&E 2014 Through Completion $9,667,366

September 2017 42
Operations
The financial projections used as input to the economic analysis are based on the July 5, 2017 report by HVS
titled Proposed 9 Orchard Hotel. Figure 8-5 provides HVS’s profit and loss projections for the first ten years
of operations.

September 2017 43
3. About RIMS II Final Demand Methodology
The following material has been condensed from the RIMS II User Handbook

Introduction and General Comments

Effective planning for public- and private-sector projects and programs at the State and local levels requires
a systematic analysis of the economic impacts of these projects and programs on affected regions. In turn,
systematic analysis of economic impacts must account for the inter-industry relationships within regions
because these relationships largely determine how regional economies are likely to respond to project and
program changes. Thus, regional input-output (I-O) multipliers, which account for inter-industry relationships
within regions, are useful tools for conducting regional economic impact analysis.

In the 1970s, the Bureau of Economic Analysis (BEA) developed a method for estimating regional I-O multi-
pliers known as RIMS (Regional Industrial Multiplier System), which was based on the work of Garnick and
Drake. In the 1980s, BEA completed an enhancement of RIMS, known as RIMS II (Regional Input-Output
Modeling System), and published a handbook for RIMS II users. In 1992, BEA published a second edition of
the handbook in which the multipliers were based on more recent data and improved methodology. In 1997,
BEA published a third edition of the handbook that provides more detail on the use of the multipliers and the
data sources and methods for estimating them.

RIMS II is based on an accounting framework called an I-O table. For each industry, an I-O table shows the
industrial distribution of inputs purchased and outputs sold. A typical I-O table in RIMS II is derived mainly from
two data sources: BEA’s national I-O table, which shows the input and output structure of nearly 500 U.S.
industries, and BEA’s regional economic accounts, which are used to adjust the national I-O table to show a
region’s industrial structure and trading patterns.

Using RIMS II for impact analysis has several advantages. RIMS II multipliers can be estimated for any region
composed of one or more counties and for any industry, or group of industries, in the national I-O table. The
accessibility of the main data sources for RIMS II keeps the cost of estimating regional multipliers relatively
low. Empirical tests show that estimates based on relatively expensive surveys and RIMS II-based estimates
are similar in magnitude.

BEA’s RIMS multipliers can be a cost-effective way for analysts to estimate the economic impacts of changes
in a regional economy. However, it is important to keep in mind that, like all economic impact models, RIMS
provides approximate order-of-magnitude estimates of impacts. RIMS multipliers are best suited for estimating
the impacts of small changes on a regional economy. For some applications, users may want to supplement
RIMS estimates with information they gather from the region undergoing the potential change. To use the mul-
tipliers for impact analysis effectively, users must provide geographically and industrially detailed information
on the initial changes in output, earnings, or employment that are associated with the project or program un-
der study. The multipliers can then be used to estimate the total impact of the project or program on regional
output, earnings, and employment.

RIMS II is widely used in both the public and private sector. In the public sector, for example, the Department
of Defense uses RIMS II to estimate the regional impacts of military base closings. State transportation depart-
ments use RIMS II to estimate the regional impacts of airport construction and expansion. In the private-sector,
analysts and consultants use RIMS II to estimate the regional impacts of a variety of projects, such as the
development of shopping malls and sports stadiums.

September 2017 44
RIMS II Methodology
RIMS II uses BEA’s benchmark and annual I-O tables for the nation. Since a particular region may not contain
all the industries found at the national level, some direct input requirements cannot be supplied by that region’s
industries. Input requirements that are not produced in a study region are identified using BEA’s regional eco-
nomic accounts.

The RIMS II method for estimating regional I-O multipliers can be viewed as a three-step process. In the first
step, the producer portion of the national I-O table is made region-specific by using six-digit NAICS location
quotients (LQs). The LQs estimate the extent to which input requirements are supplied by firms within the
region. RIMS II uses LQs based on two types of data: BEA’s personal income data (by place of residence) are
used to calculate LQs in the service industries; and BEA’s wage-and-salary data (by place of work) are used to
calculate LQs in the non-service industries.

In the second step, the household row and the household column from the national I-O table are made re-
gion-specific. The household row coefficients, which are derived from the value-added row of the national I-O
table, are adjusted to reflect regional earnings leakages resulting from individuals working in the region but
residing outside the region. The household column coefficients, which are based on the personal consumption
expenditure column of the national I-O table, are adjusted to account for regional consumption leakages stem-
ming from personal taxes and savings. In the last step, the Leontief inversion approach is used to estimate
multipliers. This inversion approach produces output, earnings, and employment multipliers, which can be
used to trace the impacts of changes in final demand on and indirectly affected industries.

Accuracy of RIMS II
Empirical evidence suggests that RIMS II commonly yields multipliers that are not substantially different in
magnitude from those generated by regional I-O models based on relatively expensive surveys. For exam-
ple, a comparison of 224 industry-specific multipliers from survey-based tables for Texas, Washington, and
West Virginia indicates that the RIMS II average multipliers overestimate the average multipliers from the sur-
vey-based tables by approximately 5 percent. For the majority of individual industry-specific multipliers within
these states, the difference between RIMS II and survey-based multipliers is less than 10 percent. In addition,
RIMS II and survey multipliers show statistically similar distributions of affected industries.

Advantages of RIMS II
There are numerous advantages to using RIMS II. First, the accessibility of the main data sources makes it
possible to estimate regional multipliers without conducting relatively expensive surveys. Second, the level of
industrial detail used in RIMS II helps avoid aggregation errors, which often occur when industries are com-
bined. Third, RIMS II multipliers can be compared across areas because they are based on a consistent set of
estimating procedures nationwide. Fourth, RIMS II multipliers are updated to reflect the most recent local-area
wage-and-salary and personal income data.

Overview of Different Multipliers

RIMS II provides users with five types of multipliers: final demand multipliers for output, for earnings, and for
employment; and direct-effect multipliers for earnings and for employment. These multipliers measure the
economic impact of a change in final demand, in earnings, or in employment on a region’s economy.

The final demand multipliers for output are the basic multipliers from which all other RIMS II multipliers are
derived. In this table, each column entry indicates the change in output in each row industry that results from a
$1 change in final demand in the column industry. The impact on each row industry is calculated by multiplying
the final demand change in the column industry by the multiplier for each row. The total impact on regional
output is calculated by multiplying the final demand change in the column industry by the sum of all the multi-
pliers for each row except the household row.

September 2017 45
RIMS II provides two types of multipliers for estimating the impacts of changes on earnings: final demand
multipliers and direct effect multipliers. These multipliers are derived from the table of final demand output
multipliers.

The final demand multipliers for earnings can be used if data on final demand changes are available. In the final
demand earnings multiplier table, each column entry indicates the change in earnings in each row industry that
results from a $1 change in final demand in the column industry. The impact on each row industry is calculated
by multiplying the final demand change in the column industry by the multipliers for each row. The total impact
on regional earnings is calculated by multiplying the final demand change in the column industry by the sum
of the multipliers for each row.

Employment Multipliers
RIMS II provides two types of multipliers for estimating the impacts of changes on employment: final demand
multipliers and direct effect multipliers. These multipliers are derived from the table of final demand output
multipliers.

The final demand multipliers for employment can be used if the data on final demand changes are available. In
the final demand employment multiplier table, each column entry indicates the change in employment in each
row industry that results from a $1 million change in final demand in the column industry. The impact on each
row industry is calculated by multiplying the final demand change in the column industry by the multiplier for
each row. The total impact on regional employment is calculated by multiplying the final demand change in the
column industry by the sum of the multipliers for each row.

The direct effect multipliers for employment can be used if the data on the initial changes in employment by
industry are available. In the direct effect employment multiplier table, each entry indicates the total change
in employment in the region that results from a change of one job in the row industry. The total impact on
regional employment is calculated by multiplying the initial change in employment in the row industry by the
multiplier for the row.

Choosing a Multiplier
The choice of multiplier for estimating the impact of a project on output, earnings, and employment depends
on the availability of estimates of the initial changes in final demand, earnings, and employment. If the esti-
mates of the initial changes in all three measures are available, the RIMS II user can select any of the RIMS
II multipliers. In theory, all the impact estimates should be consistent. If the available estimates are limited
to initial changes in final demand, the user can select a final demand multiplier for impact estimation. If the
available estimates are limited to initial changes in earnings or employment, the user can select a direct effect
multiplier.

The EB-5 regulations provide that “jobs created indirectly” by a regional center- affiliated business may be
credited to foreign investors who made a qualifying investment in the business. To show this job creation,
“reasonable” methodologies may be used. 8 CFR§203.0(m)(7). The RIMS II input/output model has been
recognized by the USCIS as an acceptable methodology for showing job creation resulting from a regional
center- affiliated investment project.

September 2017 46
Securities, when offered, and transaction advisory services are offered through Baker Tilly Capital, LLC, Member
FINRA and SIPC; Office of Supervisory Jurisdiction located at Ten Terrace Court, Madison, WI 53718; phone 800
362 7301. Baker Tilly Capital, LLC is a wholly-owned subsidiary of Baker Tilly Virchow Krause, LLP, an accounting
firm. Baker Tilly Virchow Krause, LLP is an independently owned and managed Member of Baker Tilly International.

© 2017 Baker Tilly Virchow Krause, LLP

September 2017 47
 INVESTOR ELIGIBILITY QUESTIONNAIRE

EB5 UNITED NYC VI, LP

This questionnaire is NOT an offer to sell or a sale of securities. Each prospective investor
must complete this questionnaire and return it by e-mail, standard mail, or fax to EB5 United
NYC VI, LP, a Washington limited partnership (the “Partnership”). The Partnership will use the
responses to this questionnaire to qualify prospective investors for purposes of federal and state
securities laws.

The prospective investor will be given access to information upon determination of

suitable investor eligibility based upon the facts disclosed in this questionnaire and any other
facts about the prospective investor known by the Partnership.

All questions must be answered. If the answer to any question below is “none” or “not
applicable,” please provide such response.

You agree that the Partnership may present this questionnaire to such parties as the
Partnership deems appropriate to establish the availability of exemptions from registration under
federal and state securities laws or to otherwise comply with governmental or regulatory
authorities. You represent that the information furnished in this questionnaire is true and correct
of your own knowledge, and you acknowledge that the Partnership and its counsel are relying on
the truth and accuracy of such information to comply with federal and state securities laws. You
agree to notify the Partnership promptly of any changes in the information you provide that may
occur prior to an actual investment with the Partnership.

(Signature)

(Print or type name)

(Date)

September 11, 2017 v2 -1-

Please complete in English except as otherwise instructed.

1. PERSONAL INFORMATION

Name
(Exact, full legal name of the individual buying the securities)

Name in native language _____________________________________________

Check one: Male □ Female □

Current Residence Address

Home Telephone

Mobile Telephone

E-mail Address

Date of Birth

Residences maintained in the last three years and corresponding dates of residency:

Residence _______________________________________ Dates _____________

Residence _______________________________________ Dates _____________

Residence _______________________________________ Dates _____________

2. BUSINESS INFORMATION

Occupation

Number of Years

Present Employer

Position/Title

Business Address

Business Telephone

Business Facsimile

3. INVESTOR ELIGIBILITY

Please answer ALL of the questions on the following pages.

September 11, 2017 v2 -2-

 CHECK THE APPROPRIATE BOX
(ALL QUESTIONS MUST BE ANSWERED)

1. I certify that I am not a “U.S. Person” as defined in Rule 902 of Regulation S

under the Securities Act of 1933, as amended (the “Act”), and agree to resell the
□ YES securities of the Partnership received in connection herewith only in accordance
□ NO with the provisions of Regulation S, pursuant to registration under the Act or
pursuant to an available exemption from registration, and agree not to engage in
hedging transactions with regard to the securities unless in compliance with the
Act.

2A. I am an “accredited investor” as defined in Rule 501 of Regulation D under the

□ YES
Act because I have a net worth (or joint net worth with my spouse) in excess of
□ NO
US$1,000,000. For purposes of this question, “net worth” means the excess of total
assets (excluding value of primary residence 1) over total liabilities.

2B. I am an “accredited investor” as defined in Rule 501 of Regulation D under the

□ YES Act because I have had individual income in excess of US$200,000 (excluding my
□ NO spouse) in each of the two most recent years (or joint income with my spouse in
excess of US$300,000 in each of those years), and have a reasonable expectation of
reaching the same income level in the current year.

3A. I have the capacity to evaluate the merits and risks of the prospective
investment and to otherwise protect my own interests in connection with the
prospective investment by reason of my own business and/or financial experience.
□ YES If I answered “YES” to this question, I support my reply with the following
□ NO education and/or business and/or financial experience:
(Please provide as much detail as possible)________________________________
(If YES, please ___________________________________________________________________
complete lines ___________________________________________________________________
to the right.)
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(Add additional pages as necessary)

1
The estimated fair market value of the primary residence is not included as an asset and the amount of debt
secured by the primary residence, up to the estimated fair market value of the property, is not included as a
liability. However, the amount of any debt secured by the primary residence that is in excess of the estimated
fair market value of the primary residence is included as a liability. In addition, if the amount of debt secured
by the primary residence increased within the last 60 days (other than as a result of acquiring the residence),
then the amount of the increase is included as a liability.

September 11, 2017 v2 -3-

 3B. I have hired a professional advisor, and by reason of the business and/or
financial experience of such professional advisor, I have the capacity to evaluate
□ YES the merits and risks of the prospective investment and to otherwise protect my own
□ NO interests in connection with the prospective investment. I understand that the
professional advisor will be required to fill out and certify a questionnaire. My
(If YES, please professional advisor is:
complete lines
to the right.)
Name: ______________________ Occupation: ________________________
Firm: ______________________ Contact Info: _______________________

4. I am purchasing the securities offered for my own account and for investment
purposes only. If I answered “NO” to this question, the following is the person for
whose account I am purchasing the offered securities and/or the reason for investing:
□ YES (Please provide full name, contact information, and other relevant information in
□ NO as much detail as possible)_____________________________________________
___________________________________________________________________
(If NO, please
complete lines ___________________________________________________________________
to the right.) ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(Add additional pages as necessary)

5. I have a pre-existing personal or business relationship with the Partnership or

any of its officers, directors, or controlling persons. If I answered “YES” to this
□ YES question, I explain my reply with the following description of my affiliation with
□ NO that person or those persons: (Please provide as much detail as possible)________
___________________________________________________________________
(If YES, please ___________________________________________________________________
complete lines ___________________________________________________________________
to the right.)
___________________________________________________________________
___________________________________________________________________
(Add additional pages as necessary)

□ YES 6. I represent that my primary goal relating to my investment in the securities of

□ NO the Partnership pursuant to the EB-5 program is to receive an immigration visa
under the EB-5 program, followed by a return on any invested capital and then
followed by a return of capital invested.

* * *

September 11, 2017 v2 -4-

 

Baker Tilly Virchow Krause, LLP

205 North Michigan Avenue
Chicago, IL 60601-5927
tel 312 729 8000
fax 312 729 8199
bakertilly.com

August 4, 2017

To: DLJ Real Estate Capital Partners

1123 Broadway Avenue, New York, NY 10010

From: Baker Tilly Virchow Krause LLP

Re: New Market Tax Credit Qualifying Census Tract

Good day:

Baker Tilly Virchow Krause, LLP (“Baker Tilly”), is pleased to assist DLJ Real Estate Capital Partners (the
“Company”), with the preparation of this report, which is intended to summarize: (i) the requirements for a
property to qualify under the primary criteria as a severely distressed low-income community under the
New Market Tax Credit (“NMTC”) program; and (ii) determine whether the Company’s project location
currently qualifies under any of the four primary criteria as a severely distressed low-income community
under the NMTC program.

Low Income Community Requirements

NMTC is governed by §§ 45D of the Internal Revenue Code (I.R.C.) of 1986, as amended (the “Code”).
Under §§ 45D(e)(1) a “low-income community” is defined to be any population census tract if (A) the
poverty rate for such tract is at least 20 percent, or (B): (i) in the case of a tract not located within a
metropolitan area, the median family income for such tract does not exceed 80 percent of the statewide
median family income, or (ii) in the case of a tract located within a metropolitan area, the median family
income for such tract does not exceed 80 percent of the greater of statewide median family income or the
metropolitan area median family income. Subparagraph (B) shall be applied using possession-wide
median family income in the case of census tracts located within a possession of the United States.

The governance of the program is overseen by the Community Development Financial Institution Fund
(“CDFI Fund”) which is part of the United States Department of the Treasury. The CDFI Fund currently
utilizes data from the 2010 Census and 2006-2010 American Community Survey to determine low-
income community eligibility requirements under §§ 45D(e)(1) of the Code.

Severely Distressed Requirements

To target areas of even greater distress, the CDFI Fund established four primary criteria to designate a
project location as “severely distressed”. The four primary criteria are:

(i) Census tracts with a poverty rate of 30% or greater;

(ii) Census tracts that (a) if located within a non-Metropolitan Area, have a median family income that
does not exceed 60 percent of statewide median family income; or (b) if located within a Metropolitan
Area, have a median family income that does not exceed 60 percent of the greater of statewide median
family income or the Metropolitan Area median family income;

 
DJL – Distress Report 2

August 04, 2017

(iii) Census tracts with an unemployment rate 1.5 times the national average or greater;

(iv) Census tracts that are located a county not contained within a Metropolitan Statistical Area (MSA) (i.e.
Non-Metropolitan Counties), as defined pursuant to 44 U.S.C. 3504(e) and 31 U.S.C. 104(d) and
Executive order 10253 (3 C.F.R. Part 1949-1953 Comp., p.758), as amended, with respect to the 2010
Census and as made available by the CDFI Fund.

Project Location

The Company has represented that the project is located at 9 Orchard Street, New York, NY, 10002
(“Project Site”). Based on the CDFI Fund’s Information Mapping System V. 3 (CIMS3), the Project Site is
located in census tract #36061001600 as shown in the attached NMTC Geocoder Report (Exhibit A).

Severely Distressed Determination

Utilizing the CDFI Fund’s CIMS3 mapping system, the Project Site meets the following criteria under the
NMTC program guidelines:

Severely Distress Criteria Project Site Source Document/ Meet or Exceed

Calculation Formula Severely Distress
Criteria
A poverty rate is 30 percent or 30.30% CIMS3 Yes – Greater than
greater 30%

B median family income does not 35.42% CIMS3 Yes – less than 60%
exceed 60 percent of the greater
of statewide median family
income or the Metropolitan Area
median family income;

C unemployment rate of 1.5 times 1.15x CIMS3 No – less than 1.50

the national average or greater

D Census Tract located in a non- No CIMS3 No – located within

metropolitan county a MSA

Qualify as Severely Distress? Yes Project Site meets at Project Site has
least one of four over 30% poverty
criteria rate and under 60%
median family
income.

As shown in the above table, the Project Site is severely distressed as the Project Site is located in a
census tract that has over 30% poverty rate and under 60% median family income.
 
DJL – Distress Report 3

August 04, 2017

Assumptions and Limitations

The report assumes the address provided by the Company is accurate and relies upon the CDFI Fund’s
CIMS3 mapping system to substantiate the distress criteria. Baker Tilly is not responsible for any future
changes to the mapping system nor any future changes to the distress criteria requirements under the
NMTC program.  

Sincerely,

Baker Tilly Virchow Krause, LLP

DJL – Distress Report 4

August 04, 2017

EXHIBIT A

9 Orchard Street, New York, NY, 10002