SHAUN DONOVAN, Commissioner


RAFAEL E. CESTERO, Deputy Commissioner
Holly Leicht, Assistant Commissioner

May 3, 2006

Wendy R. Holmes
Vice President
Artspace Projects, Inc.
250 Third Avenue North, Suite 500
Minneapolis, MN 55401

Gus Rosado
Executive Director
Operation Fightback, Inc.
413 East 120th Street
New York, NY 10035

Former PS 109
215 East 99th Street
Block 1649, Lot 9

Dear Ms. Holmes and Mr. Rosado

The Department of Housing Preservation and Development ("HPD") of the City of New York ("City") is pleased to extend the authorization for Artspace Projects, Inc. and Operation Fightback, Inc. ("Applicant") to apply to appropriate funding sources ("Funding Entity") for financing and/or assistance ("Funding") for a project ("Project") to rehabilitate the referenced City-owned property ("Site") as affordable artists' housing. This authorization ("Authorization") is subject to the following terms and conditions:

  1. This Authorization is non-exclusive and does not preclude HPD from taking any other action with respect to the site (including, but not limited to authorizating other organizations to seek Funding for the development of the Site and negotiating with other organizations regarding the disposition of the Site), which HPD in its sole discretion, deems to be appropriate.

  2. This Authorization is intended solely for the use of the Funding Entity, is offered to induce the Funding Entity to provide funding, and may not be used by any other person or for any other purpose, including but not limited to the Applicant.

  3. This Authorization only authorizes the Applicant to submit an application to the Funding Entity for Funding and does not confer any other rights or benefits upon the Applicant with respect to the Site of the Project. This Authorization specifically does not include:

    1. Permission for the Applicant to enter upon the Site, which permission will only be granted, if at all, in the form of a License Agreement issued by HPD and duly executed by the Applicant and HPD, or

    2. Selection of the Applicant as sponsor of the Project, or

    3. Agreement by the City to provide any construction or operating funds for the Project (if the Applicant refers to the use of funds from HPD or any other City agency, then the Applicant shoud submit a letter of commitment from HPD or the City Agency with its application).

  4. This authorization will automatically terminate if:

    1. The Funding Entity rejects the Applicant's application for Funding, or

    2. The Funding Entity does not issue a written determination that the Applicant is eligible for Funding for the Project on or before November 1, 2006.

  5. HPD in its sole descretion may revoke and terminate all or any portion of this Authorization at any time without caus and without prior notice.

  6. HPD may revoke and termiunate this Authorization if the Funding Entity approves only partial Funding and the Applicant is unab le to provide HPD with a satisfactory commitment for commitment for financing the remainder of the Project. If the Site consists of more than one building or lot, all conditions specified in this letter will apply to each of the buildings or lots individually. If the Funding Entity approves sufficient Funding for only a portion of the buildings or land, HPD may modify this Authorization by reducing tghe amount of land and/or buildings or by substituting an alternative site, which can be fully funded.

  7. HPD will not be repsonsible or liable for any expenses or damages incurred by the Applicant resulting directly or indirectly from this Authorization or from any expiration, revocation, or termination of this Authorization.

  8. This Authorization does not constitute a representation or certification by HPD that the Site and the Project comply with the Criteria For Location of City Facilities ("Fair Share Criteria") established pursuant to Section 203 of the City Charter. If applicable, the Applicant will be responsible for ensuring compliance with all Fair Share Criteria and for preparing all materials and obtaining all approval related to such compliance.

  9. This Authorization does not represent any obligation or agreement whatsoever on the part of the City, which may be incurred or entered into by a written agreement which has been (i) approved as to form by the City's Law Department, (ii) approved by the Mayor after a hearing on due notice, and (iii) duly executed by the Applicant and the City.

  10. The City is not obligateed to pay, nor willit in fact pay, any costs or losses incurred by the Applicant at any time including but not limited to, the cost of responding to any selection process.

If there are any questions, please feel free to call Ibo Balton of Manhattan Planning at (212) 863-6800.


Assistant Commissioner