NORTH CAROLINA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES FLEA MARKET AREA - N. C. STATE FAIRGROUNDS

NORTH CAROLINA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES FLEA MARKET AREA - N. C. STATE FAIRGROUNDS REQUEST FOR PROPOSALS: THE STATE OF NORTH CAROLINA OFFERS FOR LEASE THE FLEA MARKET AREA LOCATED ON THE N. C. STATE FAIRGROUNDS, RALEIGH, NORTH CAROLINA, FOR THE OPERATION OF A FLEA MARKET. LEASE TERM APPROXIMATELY FIVE (5) YEARS BEGINNING NOVEMBER 1, 2008, EXPIRING SEPTEMBER 29, 2013. CUT-OFF TIME FOR RECEIVING SEALED PROPOSALS IS 2:00 P.M., JULY 29, 2008. FOR SPECIFICATIONS, PROPOSAL FORMS, AND ADDITIONAL INFORMATION (INCLUDING DETAILS REGARDING PROPOSERS CONFERENCE TO BE HELD AT 2:00 P.M. JULY 15, 2008, AT THE N. C. STATE FAIR ADMINISTRATION OFFICE) CONTACT: JULIA SHEIFETZ 1001 MAIL SERVICE CENTER RALEIGH, N.C. 27699-1001 TELEPHONE: 919-715-0424 EXT. 212 EMAIL: julia.sheifetz@ncmail.net OR STATE PROPERTY OFFICE WEBSITE AT: http://www.doa.state.nc.us/spo/ REQUEST FOR PROPOSALS

INSTRUCTIONS TO THOSE MAKING PROPOSAL FLEA MARKET AREA N. C. STATE FAIRGROUNDS RALEIGH, NORTH CAROLINA (l) Read carefully SECTIONS ONE through THIRTY SEVEN of the Specifications. (2) Prepare any questions that you desire to have answered at the proposers conference to be held at 2:00 P.M. July 15, 2008, at the N.C. State Fair Administration Office, located at 1025 Blue Ridge Boulevard, Raleigh, North Carolina. (3) After carefully reading the specifications, submit your sealed proposal on the proposal sheet no later than 2:00 P.M. on July 29, 2008 to: WESLEY WYATT, MANAGER N. C. STATE FAIR ADMINISTRATION OFFICE 1025 BLUE RIDGE BOULEVARD RALEIGH, N.C. 27607 TELEPHONE: 919-733-2145 The outside of the sealed envelope must be clearly marked: (A) LEASE PROPOSAL ENCLOSED (B) FLEA MARKET AREA, N. C. STATE FAIRGROUNDS FOR YOUR PROPOSAL TO BE QUALIFIED YOUR PROPOSAL MUST REACH THE N.C. STATE FAIR MANAGER S OFFICE BY 2:00 P.M. ON JULY 29, 2008. FAXED OR EMAILED PROPOSALS ARE NOT ACCEPTABLE PROPOSALS WILL BE OPENED AT 2:00 P.M., JULY 29, 2008. THE SELECTED PROPOSER MUST BE IN EXISTENCE AND LEGALLY QUALIFIED TO DO BUSINESS IN THE STATE OF NORTH CAROLINA NO LATER THAN AUGUST 22, 2008. 2

SPECIFICATIONS FLEA MARKET AREA N. C. STATE FAIRGROUNDS RALEIGH, NORTH CAROLINA The following specifications must be considered and accepted prior to presenting a proposal to lease the areas offered by the State of North Carolina for the operation of a Flea Market. SPACE INCLUDED IN LEASE: SECTION ONE The areas included in the lease are the following buildings and areas at the N. C. State Fairgrounds, Raleigh, North Carolina: the Education Building; the Commercial Building; Geodesic Domes; approximately 8,000 square feet inside the Permanent Lunchstand Building adjacent to the Grandstand on the North side of Dorton Arena; designated outside sales areas on the East Side of Dorton Arena to the west side of the Administration Building, and south side of Dorton Arena and food and beverage concession locations as described in Section Thirty Two of the Specifications, the Parking Facilities described Section Six of the Specifications, as well as the Flea Market Office described in Section Thirty of the Specifications (hereinafter the Premises). A walking tour of the Premises will be conducted at the proposers conference. Lessee agrees to accept the Premises in its as is condition. The Fair Manager may from time to time designate additional areas that may be utilized for the Flea market based on availability of space and other factors that the Fair Manager may consider. It is understood that there is no assurance that additional areas will be made available. In the event Lessor removes space from Lessee s control due to construction and/or demolition, Lessee shall be entitled to a reduction of rent. Such reduction in rent shall be mutually agreed upon between Lessor and Lessee. TERM: SECTION TWO The term of the lease shall begin on the 1 st day of November, 2008, and end on the 29th day of September, 2013. SECTION THREE VACATION OF PREMISES DURING STATE FAIR: The Lessee shall vacate the Premises for the periods commencing no later than three (3) days after the close of business on: September 27, 2009; September 26, 2010; September 25, 2011; September 23, 2012; with contract termination September 29, 2013. The State Fair will permit the Lessee to resume occupancy of the buildings within the Premises no later than the close of business on: October 31, 2008; October 30, 2009; October 29, 2010; October 28, 2011; and October 26, 2012. The Flea Market operation within the Premises (inside buildings and outside) can resume on weekends of: November 8 & 9, 2008; November 7 & 8, 2009; November 6 & 7, 2010; November 5 & 6, 2011; November 3 & 4, 2012. 3

CLOSING DATES: SECTION FOUR A. The State Fair reserves the right to close the Flea Market operation and require all operations conducted thereon to cease for one (1) weekend (not requiring vacating of the premise) each year upon a forty-five (45) day written notice from the State Fair Manager to the Lessee. This shall be in addition to vacating of Premises each year in Section Three. B. The State Fair also reserves the right to close the Flea Market operation due to Executive Order by the Governor in the event of disaster or other events due to which such Executive Order is issued. The annual rental will be adjusted accordingly. C. The Flea Market will close for the weekend of December 25 & 26, 2010 and for the weekend of December 24 & 25, 2011. There will be no rent adjustment for this closure. RENT: SECTION FIVE During the lease term, Lessee shall pay to the Lessor in each lease year of the approximate five (5) year term annual rent which is the greater of: the minimum annual rent proposed by the Lessee and accepted by the Lessor (Eight Hundred Thirty-Two Thousand Dollars ($832,000.00) minimum required); or the sum of 50% of the GROSS RENTAL (as defined below) for inside and outside space and 25% of the GROSS RECEIPTS (as defined below) from both inside and outside sale of food and beverages. A LEASE YEAR consists of the period including approximately Forty-Seven weekends each year during which the Flea Market is occupied and operated by the Lessee under the lease. THE TERM GROSS RENTAL is defined as all monies received by the Lessee for the subleasing of space included under terms of this lease for the operation of the Flea Market. Should the Lessee personally occupy any sales area, rental will be paid to the Lessor as though the space were subleased. THE TERM GROSS RECEIPTS is defined as all monies received from the sale of food and beverages less applicable sales taxes, whether such sale of food and beverages is made by Lessee or the Lessee s Sublessee. GROSS RENTAL AND GROSS RECEIPTS shall also include, but are not limited to sponsorship monies, vending machine revenues, any additional fees paid by the Lessee s Sublessees to Lessee for utilities, trash collection, insurance, advertising, table rental, tent rental and any other services. Lessee shall maintain accurate and complete books, records and statements for the calculation of GROSS RENTAL and GROSS RECEIPTS in accordance with generally accepted accounting principles. Lessee shall also be responsible for all charges in connection with special services incurred at the request of, or on behalf of Lessee and Lessee shall pay such charges to Lessor upon receipt of an invoice for such charges. 4

SECTION SIX METHOD OF PAYMENT: Payment for each weekend of operation will be derived by dividing the annual minimum base rental by forty-seven (47). Payment for each weekend shall be due the Wednesday following every weekend of operation. All payments shall be made payable to North Carolina State Fair, Raleigh, North Carolina. Annually and within forty-five (45) days after the end of each Lease Year, the Lessee will provide to the Lessor audited statements prepared by an independent Certified Public Accountant or reputable accounting firm or practice group showing the total GROSS RENTAL from inside and outside space, as defined in Section Five and the total GROSS RECEIPTS from both inside and outside sales of food and beverages, as defined in Section Five. If the sum of fifty (50%) of the GROSS RENTAL for inside and outside space and twenty-five (25%) of the GROSS RECEIPTS from both inside and outside sale of food and beverages exceeds the minimum annual rent, the Lessee shall immediately pay the difference to the Lessor as additional rent. PARKING FACILITIES: SECTION SEVEN Lessor shall include in the lease free parking facilities on the Fairgrounds for the use of the Lessee, Lessee s Sublessees, and customers thereof on a first come, first served basis. These parking facilities will be shared with other scheduled events held on the Fairgrounds during the same operating hours. Any other parking arrangements to be approved at the discretion of the State Fair Manager. Lessee and Lessee s Sublessee are excluded from parking in the Scott Building parking lot. Lessor is in no way liable to Lessee and Lessee s Sublessees due to changes and disruptions of traffic, internal and external, to the fairgrounds, or to parking availability. HOURS OF OPERATION: SECTION EIGHT All sales or events held by Lessee or his Sublessees under the terms of the lease shall be on Saturday and Sunday, and the Friday immediately following Thanksgiving and if approved by the State Fair Manager, Memorial Day, Independence Day, and Labor Day. The hours of operation of said sales shall be from 7:00 A.M., until 7:00 P.M. Other days and/or hours must be approved by the State Fair Manager. OUTSIDE BOOTHS: SECTION NINE Outside booths may be set up after 8:00 A.M. on Friday when approved by the State Fair Manager. Lessee must set aside 20 spaces in front of and near the Fair Administration Office for move-in after 5:00 P.M. on Friday. The entire outside sales area must be vacated by midnight on Sunday unless prior approval is obtained from the State Fair Manager. No merchandise sales are allowed prior to 7:00 A.M. on any Saturday, Sunday or on approved additional days of operation. Lessor is not responsible or liable for loss, theft or damage to Lessee or Lessee s Sublessee merchandise. 5

SECTION TEN SUBLESSEES: No Flea Market sublessee will be allowed by Lessee to stay within the Fairgrounds overnight unless approved by the State Fair Manager, and appropriate fees are paid. No one is allowed to stay overnight on the Premises. CLEAN-UP: SECTION ELEVEN Lessee shall clean the interior of the Premises as described herein after each day of operation under the terms of the lease and will furnish at Lessee s expense service sufficient to dispose of all garbage, trash, and debris resulting from such clean-up. All such garbage, trash, and debris shall be deposited by Lessee in dumpsters provided and emptied by Lessor. Lessee shall have no responsibility for clean-up of outside areas of the Premises with the exception of animal waste generated by animals of Lessee, Lessee s Sublessees and their customers. Lessee and Lessee s Sublessee s shall conform to recycling guidelines by state and local governmental authorities. RENT TO SUBLESSES: SECTION TWELVE The Lessee shall not change rental rates charged to Sublessee under the terms of this lease without prior written notice and written approval of the State Fair Manager and the N.C. Department of Administration. Notice must be given in writing at least thirty (30) days in advance of the proposed change and must contain a schedule of the proposed changes. Breach of this provision will result in termination of the lease at the option of the Lessor. RESTRICTIONS ON USE: SECTION THIRTEEN The Premises leased under the lease are leased by the Lessor to Lessee for the sole purpose of conducting sales of goods, merchandise, food and beverages on the Premises in connection with a Flea Market. THE SALE OR GIVEAWAY OF ANIMALS SHALL BE PROHIBITED. It is understood that any questions that may arise as to the suitability of goods and merchandise that may be sold shall be determined by the State Fair Manager. 6

SECTION FOURTEEN UTILITIES: Lessor shall provide reasonable water and electrical power in the Premises that have such utilities in place, heat and air conditioning in the Commercial and Education Buildings, and the availability of free wifi connectivity. Lessor is not responsible for disruptions in service. Lessee or its sublessees shall furnish fuel for all other heating purposes. Lessee or its sublessees shall provide any additional heating facilities or equipment only upon written approval of the State Fair Manager. OPERATION OF UTILITIES: SECTION FIFTEEN Lessee agrees to leave no lights, heating apparatus or other equipment using electricity or fuel operating in any building during the week (except during designated hours of operation) except that power necessary for refrigeration in the food concession areas, fire protection, and computer equipment. SECURITY: SECTION SIXTEEN Lessee shall pay Lessor for State Fair security personnel who Lessor deems necessary during the hours and days of operation throughout the term of the lease. A minimum requirement will be two (2) security persons at the prevailing rate. Goods and merchandise left unattended by Lessee or sublessees are left at their own risk. RIGHT TO ENTER PREMISES: SECTION SEVENTEEN Lessee shall permit Lessor, its agents, and employees to have access to and to enter the Premises at all times to inspect the Premises for any purpose reasonably related to the Landlord s interests including but not limited to the repair, improvement, care and management of the Premises, and to perform any work or act found necessary on such inspection. Such entry by Landlord shall not constitute an eviction of Lessee or a deprivation of any right of Lessee and shall not alter the obligation of Lessee hereunder or create any right in Lessee adverse to Landlord. REPAIRS OR IMPROVEMENTS BY LESSOR: SECTION EIGHTEEN Lessor reserves the right from time to time at its own expense to make such improvements, alterations, renovations, changes, and repairs in and about the Premises, other than those herein provided for Lessee to perform, as the Lessor shall deem desirable, and the decision as to any rental adjustments as the result of interference with the Lessee s leasehold interest or for loss or damage to its business during such improvements, alterations, renovations, changes, and repairs shall be at the sole discretion of the Lessor. Lessor shall at all times have the right to erect such buildings or other structures on adjoining or adjacent premises as it shall see fit or deem proper. 7

IMPROVEMENTS, ALTERATIONS BY LESSEE: SECTION NINETEEN Lessee shall not improve or alter the Premises in any manner without the prior written consent of Lessor. The Lessee shall before making any improvement or alterations, submit plans and designs to Lessor for its review and consideration. In the event that the plans and designs are disapproved, such improvements or alterations shall be made only with such changes as may be required by Lessor. All improvements or alterations erected or made on the Premises shall on expiration or termination pursuant to the terms and conditions of the lease, whichever occurs first, belong to Lessor without compensation being paid to the Lessee, provided however, that Lessor shall have the option to require Lessee to remove any or all such improvements or alterations at the Lessee s expense and return the Premises to its former condition, reasonable wear and tear excepted. All improvements allowed to remain shall be given to Lessor in good and safe condition. LESSEE S DUTY TO REPAIR: SECTION TWENTY The Education Building, Commercial Building, Geodesic Domes, Permanent Lunchstand Building (North side of Dorton Arena, adjacent to the Grandstand), food and beverage concession locations as described in Section Twenty Nine of the Specifications, and any other buildings that may be designated from time to time to be used by the Lessee for the Flea Market, and any equipment therein belonging to the Lessor, shall at the expiration of the lease or the termination of the period of use thereof, be returned to Lessor in as good and safe condition, reasonable wear and tear excepted, as same were when Lessee took possession under the lease. If any of the Premises or equipment of Lessor located therein are damaged or destroyed through negligence or intentional acts on the part of the Lessee, his servants, employees, invitees, sublessees, or sublessees s patrons, or other persons engaged in the operating or conducting of sales within said buildings of the Premises, the same shall be replaced or repaired or restored by the Lessor at Lessee s expense and shall be billed to Lessee. DESTRUCTION OF PREMISES: SECTION TWENTY ONE If the Premises shall, without fault of the Lessee, be destroyed by fire or other casualty or be so damaged thereby as to become wholly or partially untenable, Lessor may, by written notice delivered to Lessee within ninety (90) days after such destruction of damage, elect to rebuild or repair same. In such event, the lease shall remain in force, and Lessor shall rebuild or repair the damaged Premises within a reasonable time after such election, putting the Premises in as good condition as it was at the time immediately prior to the destruction or damage. For that purpose, Lessor may enter the Premises and the rent shall proportionately abate during the time Premises are untenable. If Lessor does not elect as aforesaid to rebuild or repair, Lessor shall have possession of the Premises. Lessee shall deliver and surrender to Lessor such possession, and the lease shall become void and the term hereby created shall end. On such delivery and surrender being made or on the recovery of the Premises by Lessor, but not before such time, the obligation to pay rent shall cease. 8

LIABILITY INSURANCE: SECTION TWENTY TWO The Lessee shall at its sole cost and expense procure and maintain in full force and effect during the term of the lease: 1. A single limit comprehensive general liability insurance policy in the minimum amount of Two Million Dollars ($2,000,000). This policy shall include coverage for personal injury, death, property damage and product liability. 2. A fire legal liability insurance policy in the amount of One Million Dollars ($1,000,000). 3. Workmen s Compensation Insurance covering all of Lessee s employees who are engaged in any work under the lease in keeping will all application laws. (State Statutory Limit) The State of North Carolina shall be named as additional insured on all policies. All of the above insurance shall be secured from companies licensed to do business in the State of North Carolina. Certificates attesting to the existence of such insurance coverage must at all times be deposited with the N. C. State Fair Office. Such policies shall contain a provision that coverage afforded under the policies will not be canceled, reduced in amount, or coverage eliminated until at least thirty (30) days after mailing written notice, by certified mail, return receipt requested to the Lessor. HOLD HARMLESS: SECTION TWENTY THREE Lessor shall not be responsible for any contracts, agreements, or transactions of Lessee in connection with said sales of products and merchandise conducted by Lessee and his sublessees and shall not be liable for any damage growing out of said sales. Lessee agrees to indemnify and hold harmless the Lessor, its officers, employees and agents, against any claims, damages, or obligations or suits arising out of or in any manner connected with the use of the Premises by Lessee, its assigns, invitees, sublessees, servants, employees or agents. Lessee agrees to indemnify and hold harmless the Lessor, its officers, employees and agents, against any claims, damages, or obligations or suits arising out of the actions of any animals owned by or accompanied by Lessee, its assigns, invitees, sublessees, servants, employees or agents. MANNER OF OPERATION: SECTION TWENTY FOUR Lessee shall operate in a lawful manner and in keeping with the best business practices and shall not do or knowingly permit the doing by anyone else of any act which would tend to discredit the State Fair. Alcoholic beverages, firearms, ammunition, drugs, explosives, stolen goods, contraband, counterfeit merchandise, unlicensed merchandise, animals, or other items deemed to be unsuitable by the State Fair Manager may not be sold or given away on the Premises. All agreements between the Lessee and sublessees shall include a provision stating their subordination to the master lease. 9

SECTION TWENTY FIVE ASSIGNMENT PROHIBITED: The lease may not be assigned or transferred by Lessee without the written permission of the Lessor. PERFORMANCE DEPOSIT: SECTION TWENTY SIX A deposit in the form of a certified check or a cashiers check payable to the State of North Carolina in the amount of five percent (5%) of the amount proposed as the annual rental must be submitted with the completed proposal. In the event the successful proposer fails to provide a Performance Guarantee as required by Section Twenty Seven, the deposit shall be forfeited to the State. Should the proposer fail to execute the lease within fourteen (14) days of receipt of the lease document from the State the deposit shall be forfeited to the State unless otherwise agreed to in writing for reasons to be determined at the sole discretion of the State. In the case of such failure, the State may then consider other proposals that were received or seek other proposals at its discretion. PERFORMANCE GUARANTEE: SECTION TWENTY SEVEN As a condition of the lease, the Lessee shall provide Lessor with a performance bond in the amount proposed as one year s annual rent. This performance bond must be written by a reputable bonding company, name Lessor as the beneficiary, satisfactory to the Lessor, guaranteeing the faithful performance by the Lessee of all the terms and conditions of the lease. An irrevocable letter of credit, equal to the amount proposed as one year s annual rent from an approved banking institution located in North Carolina, may be substituted for the performance bond. The initial performance guarantee in the amount of the first year s annual rent shall be delivered to the Lessor at the place, time and date determined by the Director of the State Property Office of the Department of Administration. The guarantee document must be renewed annually so as to be maintained in force during the entire lease term. The performance guarantee for years two, three, four, and five of the lease shall be delivered without notice from the Lessor, to the North Carolina State Fair Office no later than the last day of the lease year preceding the lease year to which the performance guarantee is to apply. This performance guarantee shall be binding on the successors and assigns of the Lessee. 10

SECTION TWENTY EIGHT FORFEITURE: Lessor shall have full right, at the election of Lessor to enter the Premises on thirty (30) days written notice and to take immediate possession thereof if there shall be any default on the part of Lessee in the total or partial payment of either rent, or other charges or payments to be made by Lessee, or any default on the part of Lessee in the performance or observance of any of the remaining terms or conditions of the lease to be performed by Lessee. In addition, Lessor may bring suit for and collect all rents, payments, or other charges which have accrued up to the time of any default hereunder. From the time of any such default, the lease and all rights herein granted shall become void and all improvements made on the Premises shall be forfeited to Lessor without compensation therefore to Lessee. In the event of forfeiture or default, Lessor shall be entitled, in addition to other remedies provided herein, to execute against the performance guarantee required by the preceding paragraph to collect any and all direct, incidental, or consequential damages that arise as a result of such forfeiture or default. POSTING OF RULES: SECTION TWENTY NINE Lessee shall post and make available to sublessees at all times during business hours, rules and regulations applicable to the Flea Market operation. Lessee will furnish and maintain a website that will contain this information. All such rules and regulations must be approved by the State Fair Manager. TERMINATION: SECTION THIRTY Lessor may terminate the lease at any time during the lease term by giving Lessee ninety (90) days written notice. FLEA MARKET BOOTH RENTAL RATES: SECTION THIRTY ONE Lessee will provide a comprehensive rate schedule for both inside and outside spaces along with their proposal sheet. Lessee will furnish and maintain a website that will provide the most up to date rate schedules. 11

FOOD AND BEVERAGE CONCESSIONS: SECTION THIRTY TWO Unless otherwise approved by the State Fair Manager, food and beverage concessions will be confined to the following locations: 1) The metal lunchstand building across from the north side of Dorton Arena adjacent to the Grandstand. Cooking of food which requires open flame and ventilation will be allowed at this location; 2) A food concession area located on the south side of the Education Building containing approximately 400 square feet. Cooking of food which requires open flame and ventilation will not be allowed at this location; 3) No cooking shall be allowed at any other place on the Premises except upon approval of the State Fair Manager. Rental: The Lessee will pay to the Lessor twenty-five (25%) of the GROSS RECEIPTS from the sale of food and beverage concessions. (GROSS RECEIPTS as defined in Section Five herein). Should the Lessee sublet food and beverage concessions, any agreement with the Sublessee must state the Lessor shall receive twenty-five (25%) of the GROSS RECEIPTS from the sale of food and beverages and that documents supporting said GROSS RECEIPTS must be submitted to the satisfaction of the Lessor. THE LESSOR SHALL FURNISH ONLY THE INDOOR SPACE FOR EACH OF THE ABOVE FOOD AND BEVERAGE LOCATIONS. THE LESSEE MUST FURNISH ALL EQUIPMENT. FOOD AND BEVERAGE LOCATIONS MUST BE INSPECTED AND APPROVED AS REQUIRED BY THE WAKE COUNTY HEALTH DEPARTMENT AND MUST MAINTAIN AN A RATING OR EQUIVALENT. OUTSIDE LOCATIONS ARE ALLOWED WITH APPROVAL OF FAIR MANAGER. FLEA MARKET OFFICE: SECTION THIRTY THREE The Lessor shall furnish without charge to the Lessee during the term of the lease an outside area of approximately 1,000 square feet at a location designated by the State Fair Manager on which the Lessee may place a mobile office at its sole cost and expense in which Lessee may conduct Flea Market business. The Lessor will provide reasonable electrical, sewer and water service for the office. LEASE AGREEMENT: SECTION THIRTY FOUR The lease agreement will contain applicable portions of the specifications and other terms and conditions deemed necessary by the Lessor. The lease agreement shall be governed by the laws of the State of North Carolina. All agreements between the Lessee and Sublessees shall include a provision stating their subordination to the master lease. 12

SECTION THIRTY FIVE COMPLIANCE WITH RULES AND REGULATIONS: Lessee shall observe, obey, and comply with any and all existing or future laws, regulations, rules, ordinances, orders, and requirements of the Federal, State, County, City and Municipal government or any governing body or subpart of a governing body (including safety and public service entities), which relate to the management and regulation of the Premises and related facilities, regardless of whether such compliance is ordered or directed against Lessor, Lessee, or both. Lessee will require the same obedience and compliance by its sublessees, assigns, officials, agents, employees and invitees, and all other persons for whose conduct Lessee is responsible or over whom Lessee exercises or has authority to exercise control. Lessee will obtain at its own expense all licenses, permits, and union and trade organization clearances required by any entity for use by Lessee of the Premises. Lessor shall be responsible for any alterations or improvements to the building structures, electrical and water systems furnished by the Lessor which may be required by applicable laws, ordinances, rules or regulations of governmental entities, unless such alterations or improvements are necessitated by the nature or extent of Lessee s installation of any alterations or improvements to the Premises and is not otherwise the responsibility of Lessor pursuant to the lease agreement. INSIDE BOOTH COMPLIANCE: All inside booths shall: SECTION THIRTY SIX 1) Be constructed of non-flammable or flame retardant materials. 2) Have UL approved electrical wiring and appliances; and 3) Be approved for fire safety by the Wake County Fire Marshall or his agent. PROPOSERS CONFERENCE: SECTION THIRTY SEVEN A proposers conference will be held at 2:00 P.M., on July 15, 2008, at the N. C. State Fair Administration Office located at 1025 Blue Ridge Boulevard, Raleigh, North Carolina, to answer questions and view the Flea Market Facilities. 13

PROPOSAL SHEET (FAXED OR EMAILED PROPOSALS WILL NOT BE ACCEPTED) N. C. STATE FAIRGROUNDS - FLEA MARKET AREA RALEIGH, NORTH CAROLINA Name Address Telephone Lease term effective November 1, 2008 and expires September 29, 2013. (Attach additional sheets as necessary to provide the following information) I. I propose to pay in each year of the approximate five (5) year lease term annual rent which is the greater of: a. $ ($832,000.00 annual minimum rental required); or b. the sum of 50% of the GROSS RENTAL for inside and outside space and 25% of the GROSS RECEIPTS for the sale of food and beverage. II. Special features and services I propose, if any, are: III. I submit the following resume of my experience and abilities that I feel qualify me to operate the Flea Market (If proposal is being made jointly by two or more individuals, a resume of each is required. Attach additional sheets as necessary) IV. To be considered a full financial statement with a current date of at least March 1, 2008 for each person making this proposal must be attached herewith. Also, three letters of recommendation on behalf of each person attesting to the person s character and management abilities must be attached. V. I have read and accept the Specifications Flea Market Area, NC State Fairgrounds, Sections One through Thirty Seven (1-37) and represent that this proposal is made in keeping with the requirements therein. I understand that this proposal will be evaluated on the basis of the rental offered, my experience qualifications, character, and all relevant factors that might affect the public interests. I further realize that the State may reject this proposal for any reason it deems warranted. VI. A comprehensive rate schedule for both inside and outside spaces must be provided by proposer with this proposal. 14

SPECIAL NOTES: 1. THIS PROPOSAL MUST REACH THE OFFICE OF WESLEY V. WYATT, MANAGER, NC STATE FAIR, 1025 BLUE RIDGE BOULEVARD, RALEIGH, NORTH CAROLINA, 27607, TELEPHONE 919-733-2145 NO LATER THAN 2:00 P.M., JULY 29, 2008. THE SEALED ENVELOPE MUST BE CLEARLY MARKED: (A) LEASE PROPOSAL ENCLOSED: (B) FLEA MARKET AREA, NORTH CAROLINA STATE FAIR. PROPOSALS WILL BE OPENED AT 2:00 P.M., JULY 29, 2008. QUESTIONS CONCERNING OTHER BIDS RECEIVED WILL NOT BE ANSWERED PRIOR TO THE CUTOFF FOR RECEIVING BIDS. 2. THE SELECTED PROPOSER MUST REGISTER AS A LEGAL ENTITY UNDER NORTH CAROLINA LAW NO LATER THAN AUGUST 22, 2008. Signature Signature Date Date 15