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TABLE OF CONTENTS EXECUTIVE SUMMARY __________________________________________________________1 SITE CONTEXT & DESCRIPTION ___________________________________________________3 SITE CONTEXT & HISTORY ________________________________________________________________ 3 SITE DESCRIPTIONS ______________________________________________________________________ 7 EXISTING BUILDING ON ADJACENT SITE ____________________________________________________ 10 ZONING & LAND USE OVERVIEW _________________________________________________________ 11 TRANSPORTATION & ACCESS ____________________________________________________________ 14

DEVELOPMENT PROGRAM _____________________________________________________ 16 COMMERCIAL PROGRAM ________________________________________________________________ HOUSING PROGRAM ___________________________________________________________________ RETAIL AND COMMUNITY FACILITY PROGRAM _______________________________________________ PUBLICLY ACCESSIBLE WATERFRONT OPEN SPACE ____________________________________________ NEW SCHOOL SPACE PROGRAM _________________________________________________________ NYC DEPARTMENT OF TRANSPORTATION PROGRAM _________________________________________ INTERIM PARKING PROGRAM ____________________________________________________________

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FINANCING ________________________________________________________________ 20 AFFORDABLE HOUSING FINANCING _______________________________________________________ 20 REAL PROPERTY TAXES __________________________________________________________________ 20

APPROVAL PROCESS _________________________________________________________ 21 CITY ENVIRONMENTAL QUALITY REVIEW (“CEQR”) ____________________________________________ UNIFORM LAND USE REVIEW PROCEDURE (“ULURP”) __________________________________________ BUSINESS TERMS APPROVAL: CITY CHARTER SECTION 384(B)(4) _________________________________ NYCEDC AND NEW YORK CITY LAND DEVELOPMENT CORPORATION (“NYCLDC”) BOARD APPROVAL __

21 21 21 21

PROPOSAL REQUIREMENTS ____________________________________________________ 22 PROJECT DESCRIPTION __________________________________________________________________ DOT RELOCATION AND INTERIM PARKING PLANS ____________________________________________ RESPONDENT DESCRIPTION ______________________________________________________________ CONSIDERATION_______________________________________________________________________ PROJECT FINANCIAL INFORMATION _______________________________________________________ SITE PLAN & ARCHITECTURAL DESIGN ______________________________________________________ SUSTAINABLE DEVELOPMENT & ACTIVE DESIGN ______________________________________________ ZONING CALCULATION _________________________________________________________________ SCHEDULE ____________________________________________________________________________ HIRING AND WORKFORCE PROGRAMS ____________________________________________________ LOCAL LAW 34 ________________________________________________________________________ STATEMENT OF AGREEMENT _____________________________________________________________

22 22 22 23 23 24 25 25 26 26 29 29

SELECTION CRITERIA __________________________________________________________ 30 DISPOSITION PROCESS _______________________________________________________ 32 ADDITIONAL DISPOSITION TERMS _________________________________________________________ 33

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ENVIRONMENTAL CONDITIONS ___________________________________________________________ RFP & SITE INFORMATION MEETING _______________________________________________________ INQUIRIES & SUBMISSION _______________________________________________________________ RESPONSE SUBMISSION DATE ____________________________________________________________ RFP ADDENDA _________________________________________________________________________ RFP TIMELINE __________________________________________________________________________

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APPENDIX 1 - PROPOSAL CONTENTS ____________________________________________ 37 APPENDIX 2 - HIRENYC PROGRAM ______________________________________________ 38 APPENDIX 3 - M/WBE PARTICIPATION PROPOSAL _________________________________ 43 APPENDIX 4 – EMPLOYMENT OPPORTUNITIES PROGRAM ____________________________ 45 APPENDIX 5 - DOING BUSINESS DATA FORM _____________________________________ 48 APPENDIX 6 - AFFORDABLE HOUSING REQUIREMENTS ______________________________ 49 APPENDIX 7 – MANAGEMENT EXPERIENCE ________________________________________ 51 APPENDIX 8 – LIVING WAGE AND PREVAILING WAGE REQUIREMENTS ________________ 53 APPENDIX 9 – CONDITIONS, TERMS AND LIMITATIONS ______________________________ 54 APPENDIX 10 - NYCEDC STATEMENT OF AGREEMENT _______________________________ 57 APPENDIX 11 – DOT RELOCATION PROGRAM SUMMARY____________________________ 58 APPENDIX 12 – SCHOOL PROGRAM SPECS _______________________________________ 59 APPENDIX 13 - VENDEX _______________________________________________________ 63

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EXECUTIVE SUMMARY New York City Economic Development Corporation is pleased to release this request for proposals for the longterm lease and mixed-use redevelopment of two City-owned sites located on a mostly undeveloped stretch of waterfront in Long Island City, just a stone’s throw from the new Cornell Tech campus rising at Roosevelt Island. Long Island City has seen significant residential development in recent years, both along parts of the waterfront and in the “Core.” The City has an opportunity to continue this growth, while also supporting the emerging cluster of commercial office and light production uses such as digital fabrication and connective technology, art and décor design and fabrication also growing in the district, and other innovative and creative uses. The redevelopment of these City-owned sites is a significant opportunity to advance the City’s key goals for this stretch of Long Island City’s waterfront which includes balancing residential development with new commercial office and light production uses, strengthening the mixed-use character and entrepreneurial creativity that defines the area, developing new waterfront access and improved connections, and creating new opportunities for affordable housing and quality jobs. The sites, totaling up to over four and a half acres, each offer a unique opportunity to continue current growth, and develop a catalytic mixed-use program that capitalizes on Long Island City’s vibrant and growing cluster of commercial office and light production uses in the area. As such, NYCEDC seeks proposals for each of the two sites1 that maximize commercial office and light production space in order to contribute to the growing network of innovative businesses in Long Island City, as well as include mixed-income affordable housing, publicly accessible waterfront open space, retail, and community space. The sites include a single-story Department of Transportation facility; and a surface parking lot abutting lands underwater and a dilapidated over-water platform. Respondents that propose to redevelop the DOT facility may be required to relocate the DOT Facility. Respondents that propose to redevelop the surface parking lot may be required to provide replacement parking on- or off-site on an interim basis. Detailed information about the existing uses in this regard is provided in this RFP and related documents. The sites are located within a M1-4 zoning district, however it is anticipated that the respondents will seek a rezoning to develop the project in a manner that is consistent with the RFP’s goals. Further land-use and urban design guidance for the sites can be found in this RFP. A competitive response to this request for proposals must describe a plan to accomplish the following project goals (“Project Goals”):  Create a thriving mixed-use development that: o Maximizes the commercial office and light production space program, including flexible space for innovative start-ups and mid-size companies looking to grow their businesses; o Provides an affordable housing program that contributes to the City’s goal of fostering economically diverse neighborhoods; o Contains retail and community facility uses that respond to the needs of the community and provide needed services or neighborhood amenities, including but not limited to a new school; and o Creates a vibrant publicly accessible open space on the waterfront.  Responsibly develop the project by delivering on a comprehensive hiring and wage program that supports communities, helps create local job opportunities, and creates employment opportunities for low-income persons, enabling them to participate in New York City’s economic growth;  Incorporate design excellence in the site plan and building designs to encourage active street life, sustainable and resilient design, and energy performance, thriving retail and creative integration of the project into the local context; 1

NYCEDC reserves the right to select a different respondent for each site.

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 

Plan and execute a financially feasible development that ensures the project requirements will be achieved; and Generate returns to the City through the project’s ground lease rent and new tax revenue attributable to the project.

The City and NYCEDC are committed to increasing the participation of emerging developers in City development projects. Responses including emerging development firms (“Emerging Developers”)2 within the development team are encouraged and will be given preference in selection. In addition, certain components of NYCEDC’s standard Proposal Requirements have been adjusted to reduce the amount of information initially requested to facilitate responses from Emerging Developers. Proposals are due on May 26, 2016. Please review the full request for proposals for further details and submission requirements.

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Please see “Selection Criteria” below for guidelines to assess whether a prospective Respondent would be considered an Emerging Developer.

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SITE CONTEXT & DESCRIPTION SITE CONTEXT & HISTORY The two sites (the “Sites,” each a “Site”) are located in Long Island City (“LIC”), the commercial center of Western Queens. LIC’s vibrant commercial cluster is made up of over 6,300 area businesses and 93,000 workers that span a diverse range of industries. Because of the neighborhood’s strategic location fronting the East River and Newtown Creek and around the approach to the Queensboro Bridge, Long Island City has always been home to innovation and production. During the early part of the 20th Century, the neighborhood contained over 1,400 factories producing goods such as candies, sugar, bread, machinery, paint, shoes, cut stone, and furniture for distribution across the City and region. American production of Rolls-Royce cars also called LIC home, and their assembly plant at Queens Plaza exemplified the most innovative and modern, and efficient production techniques of the time. Building on this rich history of production, the area continues to support traditional light industrial businesses and innovation, especially in the Industrial Business Zone near the Sites, and has seen significant growth in the technology and creative industry sectors. These businesses are the next generation of production, tech, and new manufacturing, and reflect LIC’s current brand of innovation which is both digital and advanced fabrication. Today, design technology companies in the area are using cutting edge software, and modeling, simulation, and processing; innovative design manufacturing techniques using “CNC” (Computer Numerical Controlled) milling and routing, laser cutting, waterjet cutting, facilitate advanced production. These creative and experimental uses of technology are being used by area businesses for interior architecture, exhibit design, furniture production and more. In the neighborhood’s “Core” around Queens Plaza, LIC is now anchored by large commercial companies like JetBlue and MetLife and by numerous educational, civic and cultural institutions including the future Cornell Tech Campus on nearby Roosevelt Island, CUNY Law, LaGuardia Community College, and over 29 cultural and arts institutions, including MoMA PS1, the Museum of the Moving Image, and Sculpture Center. Recent changes in zoning, proximity to Manhattan, transit access and competitive rents in LIC have catalyzed residential development alongside the neighborhood’s diverse commercial landscape setting the stage to leverage LIC’s history as a base for industry and production for the 21st Century. The development opportunity described in this RFP is uniquely positioned to embody an innovative mix of uses that will define the future of LIC’s waterfront.

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View of the Sites from the southern tip of Roosevelt Island

Southeast view from the roof of the Existing Building, including MoMa PS1 middle right View looking East down 44th Drive to Court Square

View looking west from the western edge of the Existing Building Northwest view from the roof of the Existing Building, including privately held neighboring site in the foreground

Northeast view from the roof of the Existing Building LONG ISLAND CITY WATERFRONT | MIXED-USE REDEVELOPMENT

View looking south down Vernon Blvd. from the southwest corner of the Existing Building 5

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SITE DESCRIPTIONS Exhibit A – Defined Areas*

*Diagram is approximate, for illustrative purposes only

THE DOT SITE The Department of Transportation Site (“DOT Site”) is comprised of Queens Block 24, Lot 7, which is approximately 46,550 sf in size. The entirety of the DOT Site is utilized by a New York City Department of Transportation facility (“DOT Facility”). The DOT Facility houses two DOT operations units: the Roadway Repair and Maintenance, and Jolt Elimination unit (“RRM/JETS”) and the Sidewalk Inspection Management (“SIM”) unit. RRM/JETS is made up of 38 employees and is responsible for mending potholes and other road obstructions throughout all five boroughs. SIM is made up of 35 employees and is responsible for sidewalk repair and emergency snow removal in the boroughs of Manhattan and Queens. See the Development Program section for the requirements associated with redevelopment of the DOT Site.

THE WATERFRONT SITE The Waterfront Site is comprised of Queens Block 489, Lot 23 and Block 488, Lot 15, totaling approximately 160,000 sf including lands underwater. The upland portion of the Waterfront Site consists of approximately 250 surface parking spaces, including some truck parking, that is used by the building adjacent to the Waterfront Site. A dilapidated platform (the “Platform”) covers approximately 20,000 sf of the Site’s lands underwater along the upland portions of the Waterfront Site, as illustrated in Exhibit A. The upland portions of the site, abutting the Platform, do not have a bulkhead along most sections.

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Surface parking; view looking southwest

The Platform; view looking southwest

Approximately 20,000 sf of the Site’s lands underwater are currently leased at the southwest corner of Block 489 Lot 23, as illustrated in Exhibit A and described in Site File Exhibit 9 (“Waterfront Leased Area”). The Waterfront Leased Area lease term expires on May 24, 2017 (“WLA Lease Expiration Date”). Respondents may include the Waterfront Leased Area in their proposals, but the Waterfront Leased Area may not be made available until sometime after the WLA Lease Expiration Date. The Waterfront Site developer (“Developer,” herein defined as a respondent with whom NYCEDC executes a predevelopment agreement) will be responsible for providing certain parking in accordance with the Waterfront Leased Area lease through the WLA Lease Expiration Date. There may be an obligation to provide such parking beyond the WLA Lease Expiration Date. Respondents are directed to review the lease identified in Site File Exhibit 9. A survey and title report for the Waterfront Site are included in the Site File as Exhibit 2 and Exhibit 3 respectively. There is a mapped, but unbuilt portion of 44th Road that runs through both the Waterfront Site, as depicted in Site File Exhibit 10. Respondents may propose de-mapping this area and inclusion of the floor area in the Site in order to realize the parcels’ full development potential. Respondents may also propose de-mapping portions of 44th Drive and/or 45th Drive for publically accessible open space or other goals of the proposal. The City map of 44th Drive can be found in Site File Exhibit 11. Respondents may propose the lease of portions of the de-mapped 44th Drive and 45th Drive. A small two-story brick Metropolitan Transit Authority shed is located just outside the Waterfront Site’s southeast corner as illustrated in Exhibit A (the “MTA Area”). The shed provides emergency access to the E and M subway lines that run beneath a portion of the Waterfront Site. Respondents may include an offer for purchase of the development rights of the MTA Area pursuant to this RFP. See the Development Program section for the requirements associated with redevelopment of the Waterfront Site.

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MTA shed

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EXISTING BUILDING ON ADJACENT SITE Adjacent to the Sites is a City-owned, 585,000 sf, six-story industrial building with 97,500 gross square foot (“gsf”) floor plates and an 87,000 gsf basement. This existing building is used by the New York City Department of Education (“DOE”) for various purposes, including DOE warehouse supply storage, warehoused records storage, trade shops and custodial offices, conference and training rooms, non-warehoused storage, office support, and vehicular support for DOE. It is estimated that approximately 1,000 employees work in the building in various departments including the Division of School Facilities, Office of Pupil Transportation, Office of Food Service and Nutrition, Public Schools Athletic League, Information Technology, and other department. The City and NYCEDC are exploring the relocation of DOE uses from the building and conversion of the building to office and light production space for growing, innovative companies. The building is excluded from the sites offered for redevelopment under this RFP.

View of the Existing Department of Education Building

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ZONING & LAND USE OVERVIEW The Sites are located within a M1-4 zoning district, which allows light industrial uses, commercial, office and most retail uses. Parking is not required in M1-4 districts. Manufacturing and most commercial uses are permitted to a Floor Area Ratio (“FAR”) of 2.0. A limited range of community facility uses are permitted to an FAR of 6.5. It is anticipated that the Developer(s) will seek a rezoning to develop selected proposals (“Projects, each a “Project”) in a manner that is consistent with the RFP program goals. New York City Department of City Planning’s (“DCP”) land-use goals for the Sites seek to encourage commercial and mixed-use development outcomes with ground floor programming that includes lively commercial, arts and/or entertainment related uses. These goals would be achieved in a zoning framework having an overall maximum FAR for the Sites of 7.0, with a maximum of 5.5 residential FAR and with required active ground floor uses. Commercial office or light production uses such as digital fabrication and connective technology companies, art and décor design and fabrication companies, and other innovative and creative companies should be maximized. It is required that manufacturing comprise a minimum 0.5 FAR of the proposed program; respondents should provide an explanation in their proposal if they are not able to achieve this minimum. Zoning floor area would be waived for any school use and/or uses defined as arts/entertainment in an appendix to DCP’s urban design guidelines in Site File Exhibit 12, which will be added to the Site File in the weeks following this RFP release. Lands underwater associated with the Waterfront Site generate developable floor area because they are landward of the concurrent pier head-bulkhead line. DCP’s design framework for the Waterfront Site proposes a maximum height of 650’ for proposals that include 1.5 FAR or more of commercial/manufacturing floor area, and a maximum height limit of 450’ for proposals that include 0.5 FAR of commercial/manufacturing floor area. For the DOT Site a maximum height of 500’ is proposed for responses that include 1.5 FAR or more of commercial/manufacturing floor area, and a maximum height limit of 350’ for proposals that include 0.5 FAR of commercial/manufacturing floor area. The Waterfront Site is a critical linkage location for a waterfront park and public esplanade intended to be part of a continuous shoreline public access network in the Hunters Point section of LIC. DCP’s land-use goals for the Waterfront Site include a minimum of 1-acre public open space and a minimum 40-foot wide waterfront public access area. For the one-acre of public open space, half of the waterfront public access area can contribute to this amount. For further urban design guidelines for the area from DCP, see Site File Exhibit 12, which will be added to the Site File in the weeks following this RFP release. In addition to a rezoning, respondents should consider all other land use actions or any other zoning special permits, authorizations, waivers, or mapping actions that are necessary to facilitate the proposed Project(s). Respondents should pay particular attention to actions governing height, floor plate, parking, and connections to publicly accessible open space.

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View of the Sites looking southeast

Given the Sites’ waterfront location, proposed developments must be in accordance with all City, State and Federal regulations that govern waterfront property including but not limited to restrictions on the sale of Waterfront Property pursuant to the New York City Charter and zoning regulations specific to a Waterfront Area as defined within the Zoning Resolution. The Sites also fall under the Northern Hunters Point Waterfront Access Plan (ZR Section 62-90). The Sites are located within a flood zone and the City’s Coastal Zone and should comply with the provisions of the New York City Building Code as well as the provisions of the Zoning Resolution and the New York City Waterfront Revitalization Program (“WRP”). Respondents should note that the relevant zoning information contained herein is intended for informational purposes only, and should not be relied on or construed as official zoning data or analysis. In the planning and development of proposals, respondents should consult the use regulation text set forth in the New York City Zoning Resolution. Additional information on zoning may be found on the NYC Department of City Planning website at http://www.nyc.gov/html/dcp/html/subcats/zoning.shtml.

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TRANSPORTATION & ACCESS The Sites are well situated within New York City’s transportation network with access to several modes of public and private transportation. Within a 1/2 mile of the Sites there are three subway stations that provide access to the 7, E, G and M lines, which in turn provide direct access to Midtown Manhattan within just 15 minutes. The Long Island City/Hunter’s Point South stop of the East River Ferry and future Citywide Ferry System is a short walk from the Sites and provides access to the Brooklyn waterfront and Manhattan’s Financial District. In Fall 2017 the Long Island City North stop of the Citywide Ferry System will come to Gantry Plaza State Park, just a few blocks south of the Sites. The Q103 bus runs along Vernon Boulevard past the Sites, and numerous bus lines stop near the Sites (at Queens borough Plaza or Court Square) including the B32, the B62, the Q39, the Q67, the Q69, and the Q100 which all stop. The Sites are also in close proximity to major bridges, tunnels, and highways, including the Queens-Midtown Expressway, the 59th St. Bridge, the Pulaski Bridge, and the Brooklyn-Queens Expressway.

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DEVELOPMENT PROGRAM New York City Economic Development Corporation (“NYCEDC”) seeks proposals that maximize commercial space that will contribute to the network of growing innovative businesses in Long Island City; as well as affordable housing, publicly accessible waterfront open space, retail, and community space.

COMMERCIAL PROGRAM Growing residential options, affordable commercial space, strong connectivity to Manhattan, and proximity to anchor institutions have made LIC a competitive location for new and growing businesses. As LIC continues to develop, office space with divisible floor plans and short lease terms will be essential to supporting the emerging network of innovative companies in LIC by allowing these companies to grow in place. Respondents should propose a program with a maximum amount of commercial office space and discuss how a portion of the commercial office space will remain flexible for growing companies on an on-going basis. Within LIC, the Sites are uniquely positioned adjacent to the Long Island City Industrial Business Zone that supports a diverse and vibrant mix of light production uses. New light production space that leverages the Sites’ proximity to the IBZ is directly in line with the City’s goal of fostering innovative production in this new, mixed-use area. Respondents should propose a program with a significant amount of light production uses as described above and in Site File Exhibit 12. It is required that manufacturing comprise a minimum 0.5 FAR of the proposed program; respondents should provide an explanation in their proposal if they are not able to achieve this minimum. Respondents are also permitted to consider life sciences uses for the proposed program.

HOUSING PROGRAM In accordance with the goals of the Mayor’s affordable housing plan, described in Site File Exhibit 8 Housing New York, proposals should include an affordable housing component. Respondents should review the neighborhood’s demographic composition, housing stock, tenure profiles, and other characteristics of the community in which the Sites are located and propose an affordability program that contributes to the neighborhood’s economic diversity. It is anticipated that this project will participate in the Mandatory Inclusionary Housing Program. Additionally, NYCEDC and HPD will evaluate proposals based on the feasibility of the applicant’s plan to maintain long-term affordability of non-mandatory inclusionary residential units through cross-subsidy without ongoing public subsidy Parameters for proposals’ affordable housing financing are located in the Financing section of this RFP, and it is also recommended that respondents review the Affordable Housing Requirements located in Appendix 6. NYCEDC will consider both rental and for-sale product for the market-rate residential program in respondent proposals.

RETAIL AND COMMUNITY FACILITY PROGRAM Proposed programs should contain retail and community facility uses that respond to the needs of the community and provide needed services or neighborhood amenities. Programs that activate the ground floor with communityserving retail and enliven the pedestrian experience along Vernon Boulevard and 44th Drive are encouraged.

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PUBLICLY ACCESSIBLE WATERFRONT OPEN SPACE The East River waterfront of the Waterfront Site currently has no bulkhead and abuts a dilapidated platform that is described in the Site Description section of this RFP. Quality, publicly accessible waterfront open space along the East River at the Waterfront Site is required by the Northern Hunters Point Waterfront Access Plan (see ZR Section 62-90). Further, all proposals should contribute to a safe pedestrian environment, and strong connections from Vernon Boulevard to the waterfront along 44 th Drive. Respondents will be responsible for funding, constructing, and maintaining the proposed publicly accessible waterfront open space. Respondents should anticipate that approval by the City of the open space design will be required, and that the execution of a maintenance and operation agreement with the NYC Department of Parks and Recreation will ultimately be required.

NEW SCHOOL SPACE PROGRAM In order for redevelopment of the Site to contribute toward a thriving, equitable Long Island City neighborhood, the Project must accommodate a 80,000 SF school with approximately 20,000 SF floorplate to serve approximately 600 students (the "School Program"). Please refer to Appendix 12 for additional specification regarding the school program that must be accommodated. The Respondent may propose to locate the school program either on-site or at an off-site location(s) controlled by the Respondent. It is preferred for the off-site location(s) to be south of Queens Plaza North, north of Newtown Creek and west of 21st Street, as illustrated in the map in Exhibit B below. In no event shall the off-site school be located south of Queens Plaza North, north of Newtown Creek and east of Sunnyside Yards. Proposals that include an off-site school are encouraged to include dedicated ground floor level open space for the school where possible, whereas on-site school program may include open space on the roof level. Respondents proposing an offsite location(s) shall be responsible for providing analysis of the site’s soil conditions and a plan to address any potential hazardous environmental conditions associated with the location(s). Proposals that deliver the school space earlier in the project schedule will be preferred. Proposals should indicate the cost of the public school space and indicate what if any public funds are required to develop the school space.

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Exhibit B – Off-site school location boundaries

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NYC DEPARTMENT OF TRANSPORTATION PROGRAM Redevelopment of the DOT Site will require the relocation of existing DOT facilities. RRM/JETS and SIM do not need to be co-located in a relocation scenario. RRM/JETS requires proximity to the asphalt plant on Hamilton Avenue in Brooklyn or the asphalt plant on Harper Street in Queens. RRM/JETS also requires locations that are not in areas sensitive to heavy industry or close to creeks and rivers. SIM requires a location that offers easy access to Manhattan and Queens. Both RRM/JETS and SIM units require truck route access and 24 hour operations. The space requirements for the RRM/JETS unit are outlined in Appendix 11 and in Site File Exhibit 1. Proposals must include a DOT relocation plan as described in the Proposal Requirements section of this RFP. In order to determine the impact of potential DOT relocation requirements to the proposal, Respondents are asked to provide scenarios with and without the costs of DOT relocation.

INTERIM PARKING PROGRAM DOE employees in the existing building on the adjacent site use the surface parking on the Waterfront Site, including the surface parking within the Waterfront Leased Area during the weekday working hours. In the event that DOE uses in the building have not been relocated prior to construction on the Waterfront Site, the Waterfront Site Developer may be required to provide interim parking until DOE uses in the building are relocated. Interim parking would be required to be within walking distance of the existing building on the adjacent site. Respondents that propose the redevelopment of the Waterfront Site are required to include an interim parking plan for the parking spaces located on the Waterfront Site, as described in the Proposal Requirements section of this RFP. In order to determine the impact of potential interim parking requirements to the proposal, Respondents are asked to provide scenarios with and without the costs of interim parking.

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FINANCING It is the responsibility of the Developer(s) to obtain construction and permanent financing in amounts consistent with the proposal(s).

AFFORDABLE HOUSING FINANCING For the purposes of this RFP, tax-exempt bond financing may be included in a Respondent’s financing scenario in accordance with lender’s standard practices. However, Respondents’ proposed financing may not otherwise rely on competitive sources of financing from Federal, State, or City governments such as HPD/HDC subsidy, New York State Housing and Community Renewal (“HCR”) 9% Low Income Housing Tax Credits, State Low Income Housing Tax Credits, or NYS Housing Trust Fund subsidy.

REAL PROPERTY TAXES The Sites will be subject to New York City Real Property Taxes and charges. The following as-of-right or discretionary tax exemptions may be available for eligible projects based on location, property use, and/or requirements for affordable housing: 421-a, 420-c, 420-a, and Article XI (or similar abatements as may be available at the time of submission). HPD will ultimately determine a Project’s eligibility and approve applications for affordable housing tax exemptions and abatements. The Sites’ location makes them eligible for the NYC Department of Finance’s Industrial and Commercial Abatement Program (“ICAP”). Respondents proposing significant commercial and/or industrial program are encouraged to consider ICAP, which provides abatements for property taxes for periods of up to 25 years. To be eligible, industrial and commercial buildings must be built, modernized, expanded, or otherwise physically improved. ICAP replaced the Industrial Commercial Incentive Program (ICIP) which ended in 2008. Respondents should indicate in the proposal the tax exemption and abatement program(s) for which a Project will apply, if any. It is the responsibility of the Developer to apply for and meet the requirements of the specific tax benefit program(s). NYCEDC makes no representations or warranties as to the continued availability of these benefits or as to a Project’s eligibility to receive these benefits.

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APPROVAL PROCESS The disposition and the other actions associated with development of the Sites will be subject to, and may require, certain approvals including, but not limited to, the following:

CITY ENVIRONMENTAL QUALITY REVIEW (“CEQR”)3 To fully meet the goals of the RFP, the Sites will require environmental review under CEQR. It will be the Developer’s responsibility to conduct environmental due diligence and prepare any necessary documents. An NYCEDC planner will assist the Developer and its consultants in complying with applicable environmental review procedures.

UNIFORM LAND USE REVIEW PROCEDURE (“ULURP”)3 The lease and any other land use actions required for the project are subject to the New York City Charter’s (Sections 197-c and 197-d) ULURP provisions. The Developer will be responsible for the preparation of, and all costs associated with, the ULURP application.

BUSINESS TERMS APPROVAL: CITY CHARTER SECTION 384(B)(4) City Charter Section 384(b)(4) provides the public an opportunity to review the business terms of the lease to the Developer. The Developer will be required to complete the 384(b)(4) process, which includes both Queens Community Board 2 and Queens Borough Board review, as well as Mayoral authorization. In lieu of 384(b)(4) approval, NYCEDC may determine, in cooperation with HPD, that disposition will occur according to New York State General Municipal Law Section 695 for urban development action area projects (“UDAAP Disposition”). The UDAAP Disposition process requires a determination by HPD that the Developer is a qualified and eligible sponsor, a public hearing and a mayoral authorization.

NYCEDC AND NEW YORK CITY LAND DEVELOPMENT CORPORATION (“NYCLDC”) BOARD APPROVAL The transaction will also be subject to review and approval by the NYCEDC Real Estate Committee, and the Board(s) of Directors of NYCEDC and, if applicable, the NYCLDC Board of Directors. Compliance with the requirements of the Public Authorities Accountability Act is also required.

3

NYCEDC, in its sole discretion, may choose to conduct environmental due diligence and prepare the ULURP application.

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PROPOSAL REQUIREMENTS NYCEDC has established a streamlined set of submission requirements. However, if the Developer(s) intend to pursue HPD funding subsidies or tax exemptions and abatement programs, HPD maintains the right to request additional due diligence documentation. In reviewing the below, please also refer to Appendix 1 for a list of tabs each proposal must contain.

PROJECT DESCRIPTION Each project description must include a detailed narrative of the proposal, including:  The Sites; the proposal must identify which of the two Sites are included.  Development plan; o Type and size of development for each of the selected sites; and o Phasing.  Proposed uses for each of the two Sites; o Breakdown of all commercial and community facility spaces proposed, including school space as applicable; o Breakdown of all residential units by type and affordability (the income and rent/sale levels contemplated and the duration of affordability); o Breakdown and description of the proposed publicly accessible open space o Breakdown of parking.  Qualitative aspects of the development proposed, the distribution of uses, the commercial and community facility strategy, and any other relevant information; o Please describe how the respondent’s proposed office program reflects and responds to the City’s goal of creating an environment that supports growing innovative companies in LIC. o Please describe how the respondent’s proposed affordable housing program reflects and responds to local needs and contributes to the City’s goal of fostering economically diverse neighborhoods.

DOT RELOCATION AND INTERIM PARKING PLANS Proposals must include a plan for the accommodation of DOT uses pursuant to the program requirements outlined in the Development Program section of this RFP (“DOT Relocation Plan”). The DOT Relocation Plan should include:  Detailed information on the proposed relocation sites;  Information on site control and the terms of occupancy at the relocation sites; and  A proposed budget and source of funds for all of the costs associated with the relocation and new accommodation of DOT uses. Proposals must include an interim parking plan for the surface parking spaces on the Waterfront Site (“Interim Parking Plan”). The Interim Parking Plan should include:  Detailed information on the proposed interim site(s);  Information on site control and the terms of occupancy at the interim site(s); and  A proposed budget and source of funds for all of the costs associated with the interim parking plan.

RESPONDENT DESCRIPTION Each proposal must provide the following:  Description of each member of the respondent’s team specifically describing the member’s relationship to the proposal;

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 

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 

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If applicable, a statement indicating that Respondent identifies as an Emerging Developer (see Selection Criteria below for more information); Respondent’s organizational structure, including a clear explanation and an organizational chart/diagram for any proposed partnership or joint venture, showing structure and percentages of ownership and investment; If the development team includes an Emerging Developer and the development team is a joint venture of several developers, describe the role and responsibilities of the Emerging Developer, how the roles and responsibilities of the Emerging Developer will be ensured, and the financial interest of the Emerging Developer in the Project(s). Name, address, telephone number, fax number and email address of the individual who will be authorized to act on behalf of the respondent as the primary contact and who is available to answer questions or requests for additional information; Brief description of the respondent’s previous experience working on projects and/or programming in the surrounding community or otherwise engaging with the surrounding community; Brief description of any previous experience of members of the respondent’s team with mixed-use projects of this scope in the City. Resumes and portfolios of past projects should be provided in electronic format only; Respondent’s experience managing projects of similar size, scope, and type in the City through the completion of Form D2 and Form D3 located in Appendix 7; Respondent’s previous three (3) years of audited financials in electronic format only; and Any additional documentation that will support the proposal.

CONSIDERATION Lease rents must be expressed in a fixed, non-contingent dollar amount for each of the selected Sites. Respondents should also propose a security deposit. Respondent’s financial offer should assume that the Sites will be disposed of in as-is condition. Respondents may also propose sale prices for fee interests in the Sites. Sale prices must be expressed in a fixed, non-contingent dollar amount. Respondents should also propose a security deposit. Respondent’s financial offer should assume that the Sites will be disposed of in as-is condition.

PROJECT FINANCIAL INFORMATION FINANCIAL MODEL/CASH FLOW Respondents must submit a financial model encompassing every use within the proposal. The financial model should be submitted in Excel on a flash/thumb drive. All Excel files must be in original formatting, contain all original formulas (i.e. no hard coding) and have no hidden or locked sheets. The financial model shall include, at a minimum, pro forma cash flows for the proposed Project(s) for ten (10) years (including construction and operation periods). Respondents should outline all assumptions on which the pro forma document is based, including minimum returns sought. The pro forma document should include all necessary capital improvements over time, reserves, and debt service payments associated with construction and permanent financing. The financial model should also include the calculations used to derive the lease rent for the proposed development.

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Market comparables, in the form of detailed rental/sales listings of at least three similar properties/projects, must be provided for each use proposed. In addition, the respondent should provide comparables for construction costs and operating expenses for similar properties/projects for each use proposed. Respondent must also provide a narrative description that clearly explains the financing structure of each Project. The narrative must explicitly identify proposed financing programs/sources and the terms for each source – distinguishing between construction and permanent financing. The narrative must also describe any benefits or tax exemption / abatement programs assumed.

PROJECT FINANCING If private financing is proposed, a letter or letters of interest from a private lender or lenders should be included. Letters must be dated no earlier than two (2) months from the date of submission of the respondent’s proposal. The letter(s) must indicate a willingness to provide construction and permanent financing in amounts and with terms consistent with the proposal. If tax-exempt bond financing is proposed, a letter of interest from the issuer is not required. However, a letter of interest from a credit enhancer acceptable to the issuer must be provided.

COMMERCIAL / COMMUNITY FACILITY SPACE Respondents are encouraged to submit signed letters of interest from potential tenants of the commercial and community facility spaces. The letters of interest should indicate key business terms including rent, commencement and term. Additional information addressing the strength of the proposed tenant would also be helpful. Respondents are required to provide information describing how the respondent intends to ensure the on-going affordability and flexibility of the commercial program for growing innovative businesses.

SITE PLAN & ARCHITECTURAL DESIGN Respondents must provide architectural plans and a narrative description outlining the respondent’s design approach and rationale. Proposals are required to conform to HPD Design Guidelines for New Construction and New York City Department of City Planning (“DCP”) Urban Design Guidelines for the Long Island City Waterfront, as well as the current New York City Zoning Resolution, the Multiple Dwelling Law, the Fair Housing Act, Section 504 of the Rehabilitation Act of 1973, and Accessibility Requirements. HPD Design Guidelines for New Construction can be accessed here: http://www1.nyc.gov/assets/hpd/downloads/pdf/developers/new-constr-guidelines.pdf DCP Urban Design Guidelines for the Long Island City Waterfront can be found in Site File Exhibit 12, which will be added to the Site File in the weeks following this RFP release. Additionally, this section should include:  Proposed development square footage (gross and saleable/rentable, including basement(s), if applicable) broken down by use/type;  Residential units broken down by affordability, homeownership/rental and unit distribution;  Commercial uses and community facility uses  Description and location of all public improvements, including open space and landscaping, if applicable;  Description of respondent’s architectural and structural treatment of the Platform and/or proposed bulkhead;  Building height and massing diagram/plan; LONG ISLAND CITY WATERFRONT | MIXED-USE REDEVELOPMENT

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  

Stacking plan showing proposed uses by floor; Site plan/street level floor plan showing all components of each Project, means of egress, and any other uses; Description of maintenance plan and detailed maintenance budget for the publically accessible open space that will be funded by the Developer; and

Detailed architectural plans and renderings are not required at Proposal submission, but may be requested by NYCEDC at a later time.

SUSTAINABLE DEVELOPMENT & ACTIVE DESIGN NYCEDC supports the City’s agenda for environmentally sustainable and energy efficient development and building design.4 Accordingly, as part of their proposals, respondents must include a narrative describing how each Project will fulfill these goals and how the respondent intends to obtain at least minimal “LEED Silver” certification(s) for each Project from the U.S. Green Building Council. The respondent will be expected to make commercially reasonable efforts to obtain such LEED certification(s) for the proposed Project(s) (excluding the affordable housing components of each Project, which are required to certify through the Enterprise Green Communities program). Proposals that contemplate higher certification levels (e.g. “LEED Gold” or “LEED Platinum”) will be considered to be more competitive than proposals that contemplate other lower LEED certification(s) or no certification. Respondents may also propose to incorporate renewable energy systems or to pilot emerging energy technologies in their proposed Project(s) as a means to provide case studies to increase market adoption of promising technologies.5 The Developer will be required to achieve certification through the Enterprise Green Communities program for the affordable housing component of each Project. For more information, see Appendix 6 – Affordable Housing Requirements. Proposals are also expected to include design strategies that promote physical activity and health, such as those provided in The Active Design Guidelines and Affordable Designs for Affordable Housing, which can be found at http://www.nyc.gov/html/doh/html/environmental/active-design.shtml. Given the Sites’ adjacency to the East River, respondents must provide a narrative describing the resiliency measures that the respondent proposes to incorporate into each Project.

ZONING CALCULATION Respondents must submit a preliminary zoning analysis showing all calculations, including proposed use groups, required and proposed parking, and identifying all required permits and authorizations to be sought. Zoning calculations and analysis should reflect the entire zoning lot and any proposed transfers of development rights. Public approvals required should be accounted for in the proposed development schedule. Mayor de Blasio’s PlaNYC “Progress Report 2014, A Greener, Greater New York, A Stronger, More Resilient New York” described urban sustainability as an “urgent priority” for the City. In addition, the Mayor’s One City: Built to Last report released five months later in September 2014, sets a goal of reducing, from 2005 levels, the greenhouse gas emissions from the energy used to heat, cool, and power the City’s buildings by 30 percent by 2025. The report also notes that reducing energy use in buildings can help address the City’s affordable housing crises by reducing utility costs for the growing share of New Yorkers who are becoming rent-burdened. 5 LEED rating requirements can be found at www.usgbc.org. One City: Built to Last can be found at http://www.nyc.gov/builttolast. Progress Report 2014, A Greener, Greater New York, A Stronger, More Resilient New York can be found at: nyc.gov/html/planyc2030/downloads/pdf/140422_PlaNYCP-Report_FINAL_Web.pdf 4

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SCHEDULE Submission of a construction schedule as part of the Proposal submission is optional. NYCEDC may request a schedule after submission, including any applicable tasks/milestones, such as: environmental analysis, commencement of design, completion of design, permitting, demolition and site preparation, construction commencement, construction completion, marketing period, occupancy and stabilization. Respondents may discuss how they will be held accountable for such dates and contingencies, if any, to the schedule.

HIRING AND WORKFORCE PROGRAMS NYCEDC is committed to a program of economic development that supports communities, helps create job opportunities, and strengthens employment opportunities for low-income persons, enabling them to participate in New York City’s economic growth. In furtherance of these goals, NYCEDC requires respondents to submit a proposal that contemplates compliance with and participation in the following programs, as applicable. I.

HIRING AND CONTRACTING GOALS A. Minority and Women-owned Business Enterprises Program Plan NYCEDC has adopted an M/WBE program to further participation by minority-owned business enterprises (“MBEs”) and women-owned business enterprises (“WBEs”, together with “MBEs” collectively referred to as “M/WBEs”) in NYCEDC related projects. M/WBEs are certified by the New York City Department of Small Business Services (“DSBS”) in accordance with Section 1304 of the City Charter. Respondents must submit a plan to address M/WBE participation in each Project during the design and construction components of work related to the proposal (“M/WBE Participation Proposal”). See Appendix 3 for further details. B. Employment Opportunities Program NYCEDC has established the Employment Opportunities Program (the “EOP”) to provide construction employment and training opportunities for Target Population (as defined below) workers in public-private development projects. The EOP is intended to provide persons who have an income that is below two hundred percent (200%) of the New York City Center for Economic Opportunity (“CEO”) poverty level (the “Target Population”)6 with opportunities for training and employment during the Construction Phase (as defined below) of each Project. Contracts, including subcontracts, for construction work related to each Project are expected to be awarded to entities that provide employment opportunities for the Target Population during the Construction Phase. For purposes of the EOP, the “Construction Phase” means the period beginning on the date of the start of demolition, excavation or foundation work for each Project (whichever is earliest) and ending on the date that a certificate of final completion is issued for each Project. The following provisions are integral to achieve the goals of the EOP. Respondents will be expected to comply with all requirements of the EOP applicable under the predevelopment agreement. Respondents must submit a narrative with its proposal setting forth respondent’s plan to implement and promote the goals of the EOP (the “EOP Narrative”). The EOP Narrative must include:

The Target Population’s income level is determined by the CEO. For more information on the Target Population see: http://www.nyc.gov/html/ceo/downloads/pdf/poverty_measure_2011.pdf 6

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(i) Respondent’s plans for outreach and marketing of employment opportunities to the Target Population, whether by respondent’s own initiative or in collaboration with contractors, subcontractors, community organizations, etc.; (ii) Respondent’s plans for potential collaborations that respondent expects to form to meet the goals of the EOP, including, by way of example and not limitation, working with a New York City agency designated by NYCEDC to review Target Population employment candidates referred by the agency; and (iii) a description of respondent’s past experience providing employment and training opportunities for members of the Target Population as well as efforts with collaborating organizations to create career pathways for members of the Target Population, including the results of those efforts. Prior to signing the predevelopment agreement, the Developer will be required to commit to a proposed goal, expressed as a percentage, (the “EOP Goal”), representing the percentage of total Construction Work (as defined below) labor and training hours the Developer estimates could be performed by members of the Target Population. The EOP Goal is described more fully in Appendix 4. The respondent’s EOP Narrative and EOP Goal, as approved by NYCEDC, shall be annexed to and made part of the predevelopment agreement. For EOP purposes, the term “Construction Work” means the performance of work by any worker, laborer or mechanic employed by the contractor or its subcontractors in connection with each Project, where such work is either (a) within one of the trade classifications listed in the most recent prevailing wage schedule for public works projects, as such schedules are maintained by the Office of the Comptroller for the City of New York7 or (b) is to be undertaken by another trade, or type of worker, laborer or mechanic acceptable to NYCEDC and consistent with the goals of the EOP. (For the avoidance of doubt, the sole purpose of the prior reference to the prevailing wage schedule for public works projects is to provide a list of trade classifications for the definition of “Construction Work.” Such reference is not by itself intended to express or imply either an obligation to provide the prevailing wage or that each Project is a public works project.) In cooperation with NYCEDC, pursuant to the contract of lease or sale, the Developer will also be required to create and submit a comprehensive EOP plan (the “EOP Plan”) to NYCEDC, for NYCEDC’s reasonable approval, at least one-hundred and twenty (120) days prior to the commencement of the Construction Phase. Information that might be sought in the EOP Plan is included for reference in Appendix 4. The Developer’s commitment to achieving the above described EOP Goal is demonstrated by, among other things, a commitment to conducting outreach to members of the Target Population according to the EOP Narrative and, where practicable, connecting interested Target Population members to education and training opportunities. If the Developer determines that it needs assistance to engage in outreach efforts or would like to supplement its existing outreach capability, NYCEDC staff will be available to assist the Developer in identifying Target Population candidates through a New York City agency designated by NYCEDC in a notice to Developer (“Designated City Agency”). If the Developer needs the assistance of a Designated City Agency in the screening of candidates from the Target Population, the Developer must provide NYCEDC and the Designated City Agency with the approximate number and types of jobs that will become available and, for each job type, a description of the basic job qualifications. The job qualifications must also distinguish between being either (i) skilled/semi-skilled or (ii) unskilled.

7

See Appendix 9: Living Wage and Prevailing Wage Requirements for more information about such schedules.

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Additionally, NYCEDC strongly encourages the Developer to include one or both of the following commitments in the EOP Plan: a commitment by the Developer of resources for training efforts or to support connections to education and training. Consistent with these obligations, the Developer will incorporate into all contractor and subcontractor agreements either the requirements of the EOP or a statement obligating that contractor or subcontractor to use good faith efforts to support the Developer in its compliance with the requirements of the EOP, comprised of the EOP Narrative the EOP Goal and the EOP Plan. The Developer will also be required to report periodically to NYCEDC, upon its request, on the Developer’s achievement of program goals. C. HireNYC NYCEDC recognizes the importance of creating employment opportunities for low-income persons, enabling them to participate in the City’s economic growth. To this end, NYCEDC has developed the HireNYC Program for all projects producing ten (10) or more permanent jobs over the life of the project. Participation in this program requires the Developer to use good faith efforts to achieve the hiring and workforce development goals and to comply with program requirements described in Appendix 2. Participation in NYCEDC’s HireNYC Program applies only to projects producing ten (10) or more permanent jobs. Respondents for projects producing ten (10) or more permanent jobs over the life of the project must submit a proposal that includes a HireNYC program plan addressing how respondent will seek to achieve the goals and perform the requirements of NYCEDC’s HireNYC Program. See Appendix 2 for further details. II. WAGE REGULATIONS AND REQUIREMENTS A. Living Wage and Prevailing Wage The Living Wage Act, as expanded by Executive Order No. 7, as well as the Prevailing Wage Law (collectively, the “Living Wage Requirements”, all as hereinafter defined in Appendix 8, apply to certain companies that receive at least $1 million of financial assistance from the City and/or NYCEDC. The Developer will be subject to the Living Wage Requirements, as applicable. In addition, NYCEDC is committed to ensuring that its projects meet wage goals set forth in the Living Wage Requirements, regardless of applicability. NYCEDC will prefer proposals in which respondents demonstrate that wages and benefits paid to all employees of the respondent will meet or exceed the living wage and that wages and benefits paid to building service employees at the Sites will meet the prevailing wage. Respondents’ proposals should include the proposed wages to be paid and supplemental benefits to be provided to employees of the respondent who are expected to be employed at the Sites. Please be sure that you review and understand all of the requirements of the Living Wage Act, the Executive Order and the Prevailing Wage Law to understand how these requirements will affect the project. Additional details are provided in Appendix 8. Contractual provisions implementing the Living Wage Requirements and the requirements of the Prevailing Wage Law will be incorporated into the predevelopment agreement to be entered into between the City/NYCEDC and the successful respondent.

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LOCAL LAW 34 All entities doing or seeking to do business with the City, as well as their principal officers, owners and senior managers must follow the procedures established in Local Law 34, as amended, of the NYC Administrative Code. In order to avoid the actual link or appearance of a link between governmental decisions and large campaign contributions, lower municipal campaign contribution limits apply to any person listed in the Doing Business Database. Respondents must complete a Standard Doing Business Data Form along with its proposal in a separate sealed envelope labeled “Doing Business Data Form. Please see Appendix 13 for links to the Doing Business Data Form and additional information.

STATEMENT OF AGREEMENT The respondent must submit a notarized statement signed by an authorized principal or officer of the respondent that states that the respondent has read this RFP and the Appendices fully and agrees to the terms and conditions set forth herein (see Appendix 10).

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SELECTION CRITERIA NYCEDC and HPD will evaluate each proposal and any supplemental information made available to NYCEDC and HPD according to the selection criteria outlined below in no order of preference. Note: Proposal requirements that have been noted as optional for initial Proposal submission will not be taken into account when evaluating completeness of Proposals. 

Emerging Developer Categorization – if applicable o The Respondent categorization as an Emerging Developer or the Respondent’s inclusion of an Emerging Developer within their development team. NYCEDC has not established strict criteria for developers to qualify as Emerging Developers, but has formulated the following guidelines to help prospective developers assess whether they would be considered an Emerging Developer:  Total development cost of each of developer’s past individual projects is less than $30 million;  Residential unit count of any individual past project is less than 150 and total square footage of each of developer’s past projects does not exceed 100,000 SF;  Developer has completed construction of fewer than 10 projects within the past 10 years;  Developer has experience completing projects in New York City or other urban areas; and o If a developer believes it should be categorized as an Emerging Developer (whether or not it meets the criteria set forth above), please provide additional rationale. o If an Emerging Developer is member of a development team, the degree to which the Emerging Developer has substantial responsibilities and a defined role in advancing the development project.

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Completeness and Quality of Overall Response o Readiness and structure of respondent and respondent’s team; o Quality and completeness of proposal and documentation; and o Concerns, if any, regarding respondent representations.

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Program and Design o The overall quality of the proposal and the extent to which the proposal contributes to the achievement of the Project Goals including, but not limited to; o The overall quality of the commercial component including the extent to which the commercial component addresses quality of space, attention to market conditions and context, and proposed tenants; o The extent to which the proposal achieves design excellence. o The extent to which the proposal incorporates sustainable, resilient and active design features.

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Financial and Schedule Feasibility o Respondent’s demonstrated financial condition to complete the proposed development, and the feasibility and availability of financing sources; o Respondent’s ability to support the financial assumptions contained within the proposal, including development costs, rents/sales prices, operating expenses, capital costs and debt service; o Respondent’s ability and capacity to secure financing; and o Long term viability of operations.



Hiring and Workforce Programs

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o

o

o

o

M/WBE Participation Proposal - the respondent’s proposed plans for participation by minority and women-owned business enterprises in connection with the design and construction components of the proposal, including the respondent’s M/WBE Participation Goal; EOP - Respondent’s proposed EOP Narrative, including the specificity and thoroughness of the narrative, respondent’s plan for outreach and marketing to the Target Population, potential collaborations, and demonstrated success in administering similar programs in the past; HireNYC – the respondent’s proposed HireNYC program plan, including the degree to which respondent demonstrates a willingness to participate in and provide resources for the HireNYC program; and, Living Wage Requirements and Prevailing Wage Law - the respondent’s proposed wages and benefits to be provided to employees, regardless of the applicability of the Living Wage Requirements and the Prevailing Wage Law, and the amount by which the respondent’s proposed wage and benefit amounts exceed the base living wage rate.

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Respondent Qualifications and Experience o The extent of experience securing a mix of financial instruments to redevelop urban districts through public/private partnerships; o The extent of the respondent’s experience, in terms of number, size, type, complexity, and scale of recent development projects built and managed; o The extent of the respondent’s experience in managing mixed-use developments; o Respondent’s capacity for undertaking the proposed development within the timeframe proposed. The respondent’s current workload and other pending obligations will be assessed; o The extent of respondent’s experience in rent-up and management of affordable rental housing (including mixed-income residential developments), including track record of compliance with eligibility, record-keeping, and reporting requirements of programs for such tenants, if applicable; o Qualifications and experience in affirmative and fair housing marketing; o Demonstrated understanding of markets and the ability to attract and retain the identified markets; and o The extent of experience in project managing urban development projects, including obtaining necessary governmental and community approvals and permits.

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Economic Impact o The number of new jobs created related to construction and operations; o The City taxes the proposed development generates such as real property, sales and personal income taxes; and o The lease rent proposed.

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DISPOSITION PROCESS NYCEDC and HPD anticipate entering into negotiations with multiple respondents in this RFP process that would result in a final predevelopment agreement(s) or contract of sale agreement(s) with NYCEDC. The final predevelopment agreement will include a substantially final lease agreement as an exhibit. NYCEDC reserves the right to explore a purchase and sale transaction with one or more respondents after lease proposals are submitted, in which case NYCEDC anticipates negotiating with such respondents to reach a contract of sale agreement. NYCEDC and HPD reserve the right to terminate negotiations with or without cause. NYCEDC reserves the right to phase the disposition of the two sites, as well as select different respondents for the two sites. The Project(s) legal agreements are also expected to include regulatory agreements with HPD, enforcement notes and mortgages with HPD, and other agreements. During the term of the predevelopment agreement or the contract of sale agreement, as applicable, NYCEDC and the Developer will be required to diligently pursue certain conditions precedent to execution of lease or closing of the purchase and sale transaction (such as design development and financing) and, when all such conditions, including conditions to be met by NYCEDC and the City, are met, the disposition of the Site(s) can occur. The predevelopment agreement or contract of sale agreement, as applicable, will provide, among other provisions, that disposition of the Sites will be subject to the following:              

Notice of Completion for environmental review; Authorization by the City of the disposition of the Sites pursuant to ULURP; Authorization by the City of the disposition of the Sites pursuant to 384(b)4 or an alternate process, as determined by the City in its sole discretion; Approval by the NYCEDC Board of Directors; Approval by the NYCLDC Board of Directors, if applicable; Simultaneous closing of a bona fide construction loan and/or commitment of equity, as required to finance and commence full development; Payment of other closing fees; Disposition of the property from the City to NYCEDC or NYCLDC, as applicable, for further disposition to Developer subject to development obligations as well as restrictions on use and transfer; Execution of other disposition documents as necessary; HPD approval of the affordable housing terms in the predevelopment agreement; Delivery of an enforcement note and mortgage to HPD; Execution of a regulatory agreement with HPD which will govern tenant eligibility, rent requirements, minimum household size and tenant selection procedures; Developer’s assumption of the obligations of NYCEDC or NYCLDC under the instrument disposing of the Sites from the City to NYCEDC; and Payment of the initial installment of lease rent or the entire purchase price, as applicable.

Notwithstanding any other provisions herein that may be to the contrary, NYCEDC will not be under any obligation to dispose of the Sites to the Developer unless, and until, a predevelopment agreement or lease or contract of sale agreement, as applicable, is executed between NYCEDC and such Developer, each Project has received all requisite public approvals and all conditions pursuant to the predevelopment agreement or lease or contract of sale agreement, as applicable, have been met

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ADDITIONAL DISPOSITION TERMS At predevelopment agreement execution, the respondent will be required to post a security deposit, which will be credited towards the initial rent or security deposit at Closing pursuant to the lease (or otherwise refunded to the respondent). In the case of a purchase and sale transaction, a down payment will be required. Upon execution of the predevelopment agreement and in accordance with the provisions thereof, the Developer must reimburse NYCEDC for the following costs and fees, which are nonrefundable and cannot be used to offset the required security deposit or otherwise credited against lease payments:     

Administrative Fee in an amount to be determined by NYCEDC and HPD8 Reimbursement for the cost of a title report; Reimbursement for the cost of a survey; Any necessary fees associated with CEQR; and Any other fees outlined in the Predevelopment Agreement.

During the predevelopment period, the Developer will be expected to complete its due diligence. These due diligence items (as further detailed in the “Due Diligence” section below) must be prepared at the sole cost and expense of the Developer. All work products shall become property of NYCEDC upon submission. These expenses are non-refundable and cannot be used to offset lease rent. The Developer will be required to pay all applicable taxes payable with respect to the proposed development including transfer taxes, notwithstanding any exemption on account of the City’s, HPD’s or NYCEDC’s involvement in the transaction.

Not less than 25% paid at pre-development agreement execution (not refundable). Balance paid at closing (may be funded from the Security Deposit). 8

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DUE DILIGENCE Prior to submitting a proposal, respondents are encouraged to review (i) any and all publicly available sources of information regarding the Sites, and (ii) NYCEDC’s Site File, containing information regarding the Sites. The Site File, amongst other items, contains:  Exhibit 1 – DOT Space Requirements  Exhibit 2 – Survey Reports (2015)  Exhibit 3 – Title Reports (2015)  Exhibit 4 – Phase I Environmental Reports (2015)  Exhibit 5 – Subsoil Analysis with Boring Logs (1988)  Exhibit 6 – Phase II Workplan (1989)  Exhibit 7 - HPD Design Guidelines  Exhibit 8 – Housing New York  Exhibit 9 – Waterfront Leased Area  Exhibit 10 – 44th Road City Map  Exhibit 11 – 44th Drive City Map  Exhibit 12 – DCP Urban Design Guidelines

The Site File will be available for purchase for $100.00, or can be viewed at no cost by appointment at the offices of NYCEDC, by request to Hildegarde Williams at [email protected]. Information provided in this RFP and the Site File is for general informational purposes only. NYCEDC makes no representations as to the completeness or accuracy of the information in the RFP or the Site File. It is the respondent’s responsibility to conduct due diligence on the Sites.

ENVIRONMENTAL CONDITIONS NYCEDC does not make any representation regarding the presence or absence of hazardous materials or any other environmental or geotechnical conditions that may impact the value of the Sites, or any future development thereon. Closing contingencies related to environmental conditions, geotechnical conditions, or conditions of the bulkhead or Platform will not be permitted. NYCEDC requires that the Developer take the Sites “as-is” and assume the obligation to remediate any environmental contamination, indemnify NYCEDC and the City for any claims that may be made against them in the future, and release NYCEDC and the City from any claims that Developer may have in the future arising out of the condition of the Sites.

RFP & SITE INFORMATION MEETING An informational meeting will be held on April 1, 2016 at 3:00pm at NYCEDC offices at 110 William St, Room 4A-B, New York, NY 10038. NYCEDC strongly recommends that interested respondents attend the information meeting, as this will be the only opportunity to ask questions and receive answers in-person regarding the RFP. Please RSVP to [email protected].

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People with disabilities requiring special accommodations to pick up the RFP or to attend the information meeting should contact [email protected].

INQUIRIES & SUBMISSION All inquiries regarding this RFP should be directed to: [email protected]. Questions emailed to [email protected] will be accepted until 5:00PM on May 12, 2016. Answers will be posted on a rolling basis at www.nycedc.com/RFP. Answers to questions submitted by May 12, 2016 will be posted no later than May 19, 2016.

RESPONSE SUBMISSION DATE Six (6) copies of the proposal and one (1) electronic version of the proposal, on flash drive or CD, in PDF must be delivered by 4:00pm on May 26, 2016. The PDF of the proposal should be in Searchable PDF format. A flash/thumb drive must be submitted in order to transmit the following: financial models, financial statements, and resumes/past project descriptions. Proposals should be submitted in a sealed envelope identified by “Long Island City Waterfront Mixed-use Redevelopment” by hand delivery, express mail, or courier service to NYCEDC at the following address: New York City Economic Development Corporation 110 William Street, 4th Floor Mailroom New York, New York 10038 Attn: Maryann Catalano, Senior Vice President, Contracts Late submissions will not be accepted. NYCEDC reserves the right, in its sole discretion, to withdraw or modify this RFP and to reject any proposal as being non-responsive or if it is in the best interest of the City or NYCEDC to do so (See Appendix 9 for more Conditions, Terms and Limitations). Proposals that are incomplete or not in conformance with the requirements of this RFP may be eliminated from further consideration. Respondents should note carefully the proposal content requirements listed below.

RFP ADDENDA NYCEDC reserves the right to amend or withdraw this RFP at any time. In order to be considered, proposals must conform to any addenda that may be issued to this RFP. NYCEDC will advise all respondents who have requested a copy of this RFP, by email, of any clarifications or revisions. If, in NYCEDC’s judgment, additional time is required for respondents to prepare their proposals, NYCEDC reserves the right to grant an extension of the deadline for submission of the proposals.

RFP TIMELINE The following schedule has been established for this RFP: Release of RFP _______________________________________________________________________________ 2/25/2016 RFP & Site Information Meeting __________________________________________________________________ 4/1/2016 Question Submission Deadline ___________________________________________________________________ 5/12/2016 LONG ISLAND CITY WATERFRONT | MIXED-USE REDEVELOPMENT

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Answer Response Posting Deadline _______________________________________________________________ 5/19/2016 Submission Date ______________________________________________________________________________ 5/26/2016

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APPENDIX 1 - PROPOSAL CONTENTS Each proposal must contain the forms and supporting documentation indicated below. Each copy of the proposal must be tabbed as indicated.

RFP CHECKLIST   

Tab 1: Project(s) Description Tab 2: DOT Relocation and Interim Parking Plan Tab 3: Respondent Description o Management Experience Forms D2 and D3

   

Tab 4: Consideration Tab 5: Project(s) Financial Information Tab 6: Site Plan & Architectural Design Tab 7: Sustainable Development & Active Design o Enterprise Green Communities Overlay Tab 8: Zoning Calculation Tab 9: Schedule Tab 10: Hiring and Workforce Programs Tab 11: Additional Forms o Statement of Acknowledgement and Agreement

   

In a separate envelope: Standard Doing Business Data Form (Local Law 34)

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APPENDIX 2 - HireNYC PROGRAM NYCEDC recognizes the importance of creating employment opportunities for low-income persons, enabling them to participate in the City’s economic growth. To this end, NYCEDC has developed the HireNYC Program for all land sales and leases expected to produce ten (10) or more permanent jobs over the life of the project. Participation in this program requires the successful respondent to use good faith efforts to achieve the hiring and workforce development goals and perform the requirements of NYCEDC’s HireNYC Program. Each respondent for projects expected to produce ten (10) or more permanent jobs over the life of the project must submit within its response a HireNYC program plan (“Respondent’s HireNYC Program”) addressing how respondent will seek to achieve the goals and other requirements set forth below and describing its experience, if any, conducting similar hiring and workforce development programs or undertaking other efforts to create employment opportunities for low-income persons. Please see the HireNYC Program Plan Template at the end of this Appendix for assistance in preparing Respondent’s HireNYC Program. Respondent’s HireNYC Program must include all programmatic details listed below, including collaboration with a New York City agency designated by NYCEDC in a notice to respondent (“Designated City Agency”). The Designated City Agency will assist respondent in implementing their HireNYC Program including the screening of candidates from the target population (“Target Population”) defined as persons who have an income that is below two hundred percent (200%) of the poverty level as determined by the New York City Center for Economic Opportunity (a description of the income level meeting this threshold for each household size is available at: http://www.nyc.gov/html/ceo/downloads/pdf/poverty_measure_2011.pdf). Respondent’s HireNYC Program will be in effect for a period of eight (8) years from the commencement of the first business operations at the project location (“HireNYC Program Term”). Respondent’s HireNYC Program will apply to respondent, its successors and assigns, and to all tenants (which term also includes subtenants) at the project location during the HireNYC Program Term. I.

Goals. Respondent’s HireNYC Program must include, at a minimum, the following hiring and workforce development goals or, at each respondent’s discretion, higher goals (collectively, the “Goals”): Hiring Goal:

Fifty percent (50%) of all new permanent jobs created in connection with the project (including jobs created by tenants, but excluding jobs relocated from other sites) will be filled by members of the Target Population referred by the Designated City Agency for a period beginning, for each employer, at commencement of business operations and continuing through the end of the HireNYC Program Term. Notwithstanding the foregoing, the Hiring Goal shall only apply to hiring on occasions when respondent is hiring for five (5) or more permanent jobs.

Retention Goal:

Forty percent (40%) of all employees whose hiring satisfied the Hiring Goal will be retained for at least nine (9) months from date of hire.

Advancement Goal:

Thirty percent (30%) of all employees whose hiring satisfied the Hiring Goal will be promoted to a higher paid position within one (1) year of date of hire.

Training Goal:

Cooperation with NYCEDC and the Designated City Agency to provide skillstraining or higher education opportunities to members of the Target Population.

II. Program Requirements. Respondent’s HireNYC Program must also include all of the following requirements:

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1. Designation of a workforce development liaison by respondent to interact with NYCEDC and the Designated City Agency during the course of Respondent’s HireNYC Program. 2. Commitment by Respondent to do the following: a. use good faith efforts to achieve the Goals; b. notify NYCEDC six (6) weeks prior to commencing business operations; c. with respect to initial hiring for any new permanent jobs associated with the commencement of business at the project location (but only if initial hiring is for five (5) or more permanent jobs): (i) provide NYCEDC and the Designated City Agency with the approximate number and type of jobs that will become available, and for each job type a description of the basic job qualifications, at least three (3) months before commencing hiring; and (ii) consider only applicants referred by the Designated City Agency for the first ten (10) business days, until the Hiring Goal is achieved or until all open positions are filled, whichever occurs first; d. with respect to ongoing hiring on occasions when hiring for five (5) or more permanent jobs: (i) provide NYCEDC and the Designated City Agency with the approximate number and type of jobs that will become available, and for each job type a description of the basic job qualifications, at least one (1) month before commencing hiring or as soon as information is available, but in all cases not later than one (1) week before commencing hiring; and (ii) consider only applicants referred by the Designated City Agency for the first five business days, until the Hiring Goal is achieved or until all open positions are filled, whichever occurs first; e. notify NYCEDC thirty (30) days prior to execution of any tenant or subtenant lease at the project location; f. provide NYCEDC with one (1) electronic copy of all tenant and subtenant leases at the project location within fifteen (15) days of execution; g. submit to NYCEDC an annual HireNYC Employment Report in the form provided by NYCEDC (or quarterly reports at the discretion of NYCEDC); h. cooperate with annual site visits and, if requested by NYCEDC, employee satisfaction surveys relating to employee experience with Respondent’s HireNYC Program; i. provide information related to Respondent’s HireNYC Program and the hiring process to NYCEDC upon request; and j. allow information collected by NYCEDC and the Designated City Agency to be included in public communications, including press releases and other media events. III. Optional Provisions. NYCEDC strongly encourages respondents to include one or more of the following elements in Respondent’s HireNYC Program: 1. Commitment by respondent of resources for training efforts, such as making financial investments in employee training and creating technology-based tools to: a. promote and track workforce development efforts; b. notify jobseekers of job opportunities; and c. provide information and assistance to tenants to in need of training options for new and current employees. 2. Commitment by respondent, if the project is expected to produce 1,000 or more permanent jobs, to provide temporary space and personnel for a satellite outreach or workforce development site to provide outreach and screening of local jobseekers, distribute job applications and inform the public of available job opportunities leading up to the commencement of business operations. LONG ISLAND CITY WATERFRONT | MIXED-USE REDEVELOPMENT

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3. Commitment by respondent to support connections to education and training. NYCEDC staff will be available to work with respondent’s workforce development liaison to connect individuals interested and in need of education and training to training and other educational programs available at Designated City Agency service provider locations or through relationships with other accredited training providers. IV. General Requirements. The following general requirements also must be included in Respondent’s HireNYC Program 1. Respondent’s HireNYC Program must provide that it applies to respondent, its successors and assigns, and to all tenants and subtenants at the project location during the HireNYC Program Term. Respondent is required to incorporate the terms of its HireNYC Program into all tenant and subtenant leases obligating tenants and subtenants to comply with the Goals and other requirements in Respondent’s HireNYC Program to the same extent as respondent is required to comply with such Goals and other requirements. 2. Enforcement. In the event NYCEDC determines that respondent, its tenants or subtenants, have violated any of Respondent’s HireNYC Program requirements, including, without limitation, a determination that respondent, its tenants or subtenants, have failed to use good faith efforts to fulfill the Goals, NYCEDC may (1) assess liquidated damages set forth immediately below; and/or (2) assert any other right or remedy it has under the project agreement to which Respondent’s HireNYC Program applies. 3. Liquidated Damages. If respondent , its tenants or subtenants, do any of the following: (i) fail to comply with their obligations set forth in Section II(2) clauses (a)(with respect to the Hiring Goal), (c), and/or (d), and as a result the Designated City Agency was unable to refer applicants or participate in the hiring process as required by the program ; or (ii) fail to comply with their obligations set forth in Section II(2) clauses, (f), (g), (h), (i), and/or (j) and such failure shall continue for a period of thirty (30) days after receipt of notice from NYCEDC, then, in the case of clause (i), NYCEDC may assess liquidated damages in the amount of $2,500 for each position for which the Designated City Agency was unable to refer applicants or otherwise participate in hiring as required by the program; and in the case of clause (ii), NYCEDC may assess damages for breach of each requirement in the amount of $1,000. In view of the difficulty of accurately ascertaining the loss which NYCEDC will suffer by reason of respondent’s failure to comply with program requirements, the foregoing amounts are hereby fixed and agreed as the liquidated damages that NYCEDC will suffer by reason of such failure, and not as a penalty. Respondent shall be liable for and shall pay to NYCEDC all damages assessed against respondent, any tenant or subtenant at the project upon receipt of demand from NYCEDC. V. Project(s) Agreement. The successful Respondent’s HireNYC Program will be incorporated into the project agreement to be entered into with the successful respondent.

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HIRENYC PROGRAM PLAN TEMPLATE Please follow this template as a guide in creating your HireNYC Program. All hiring and workforce development goals and Program requirements, as set forth below and further described on the previous pages of the HireNYC Program Appendix 2, must be set forth in full in each Respondent’s HireNYC Program.

RESPONDENT’S HIRENYC PROGRAM PLAN Project Name: _______________________________________________________________________________ Respondent Name: ____________________________________________________________________________ Date: _____________________________________________________________________________

1. Program Goals a. Set forth in full the hiring and workforce development goals for your operations or, at respondent’s discretion, higher goals (collectively, the “Goals) as outlined in the HireNYC Program Appendix 2, section I Goals. b. Include the Hiring Goal, Retention Goal, Advancement Goal and Training Goal. 2. Program Requirements a. Set forth in full all HireNYC Program requirements as outlined in the HireNYC Program Appendix 2, section II Program Requirements, clauses 1 and 2 (a), (b), (c), (d),(e), (f), (g), (h), (i), and (j). b. Set forth in full the requirements in the HireNYC Program Appendix 2, section IV General Requirements 3. Program Implementation a. Discuss how you intend to work with tenants and subtenants at the project location to implement your HireNYC Program. b. Discuss how your workforce development liaison will promote and track workforce development efforts, including the completion of HireNYC reporting forms. c. Discuss how you will facilitate targeted hiring such as a) arranging meetings at which NYCEDC and the Designated City Agency staff can discuss the HireNYC Program and b) assist with information sharing, including results from hiring efforts and providing resources for hiring activities. d. Discuss how you will support connections to education and/or training either in partnership with NYCEDC and the Designated City Agency or through relationships with other accredited training providers. e. Discuss any additional elements that you will include in your HireNYC Program. Please see, for example, the items set forth in the HireNYC Program Appendix 2, section III Optional Provisions. 4. Additional Information a. New Jobs and Skill Level i. Number of projected permanent jobs at the project location (including projected jobs of tenants and subtenants) ii. Number and type of projected skilled/semi-skilled permanent jobs at the project location (including projected jobs of tenants and subtenants) iii. Number and type of projected unskilled permanent jobs at the project location (including projected jobs of tenants and subtenants) b. Training and Certifications LONG ISLAND CITY WATERFRONT | MIXED-USE REDEVELOPMENT

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c.

i. Training required for skilled/semi-skilled permanent jobs Workforce Development Liaison i. Contact name, number and e-mail address

JOB TYPE EXAMPLES: Skilled/Semi-skilled: Any job or labor that requires special training or education attainment (i.e., certifications, higher education degree) for its satisfactory performance. Examples include Commercial Vehicle Operators, Bookkeepers, Accountants, and Supervisors/Managers. Unskilled: Any job or labor that requires relatively little or no training or experience for its satisfactory performance. Examples include Warehouse Clerks, Office Clerks, Laborers, Packers, Assemblers, Cashiers, and Customer Service Representatives.

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APPENDIX 3 - M/WBE Participation Proposal I.

M/WBE PARTICIPATION GOAL a. Participation Goal - The target Participation Goal for the Contract or Lease is 20-35%. This range reflects the minimum to the optimal Participation Goal for the design and construction components of work related to the proposal (the “Work”). b. The target Participation Goal range represents a percentage of the hard costs and soft costs associated with the Work (the “Eligible Costs”) that will be paid to contractors, subcontractors and supplier firms certified with the New York City Department of Small Business Services (“DSBS”) as MBEs or WBEs. Respondents shall identify their Participation Goal in their M/WBE Participation Proposal. The Participation Goal may be calculated as follows: 1. Contractors: The total dollar amount that respondent pays to contractors certified with DSBS as MBEs or WBEs for Eligible Costs shall be credited toward fulfilment of the Participation Goal, provided that the value of such a contractor’s participation shall be determined by subtracting from this total dollar amount any amounts that the contractor is obligated to pay to direct subcontractors or suppliers upon completion of such subcontractors or suppliers work or services. 2. Direct Subcontractors: The total dollar amount that a contractor pays to subcontractors certified with DSBS as MBEs or WBEs for Eligible Costs shall be credited toward fulfilment of the Participation Goal, provided that the value of such a direct subcontractor’s participation shall be determined by subtracting from this total dollar value any amounts that the direct subcontractor is obligated to pay to indirect subcontractors or suppliers upon completion of such indirect subcontractors or suppliers work or services. 3. Indirect Subcontractors: The total dollar amount that a subcontractor pays to its subcontractors certified with DSBS as MBEs or WBEs for Eligible Costs shall be credited toward fulfilment of the Participation Goal. 4. Suppliers: 60% of the dollar amount spent on materials or supplies for the design and construction components of the proposal purchased by respondent, contractors or direct subcontractors from suppliers certified with DSBS as MBEs or WBEs shall be credited toward fulfilment of the Participation Goal. 5. Joint Ventures: A contractor, direct subcontractor or indirect subcontractor that is a qualified joint venture, as defined in Section 6-129(c)(24), shall be permitted to count a percentage of its own participation toward fulfillment of the Participation Goal. The value of such a contractor, direct subcontractor or indirect subcontractor’s participation shall be determined by subtracting from this total dollar amount any amounts that the contractor, direct subcontractor or indirect subcontractor pays to subcontractors or suppliers, and then multiplying the remainder by the percentage to be applied to total profit to determine the amount to which an M/WBE partner is entitled pursuant to the joint venture agreement. If a contractor, direct subcontractor or indirect subcontractor claims credit for participation as a qualified joint venture, then upon Seller’s or Lease Administrator’s request, respondent must promptly provide a copy of the joint venture agreement for review and confirmation of the M/WBE partner’s profit share as used in calculating credit toward fulfilment of the Participation Goal.

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II. MINORITY AND WOMEN -OWNED BUSINESS ENTERPRISES a. M/WBE firms must be certified by DSBS to credit such firms’ participation toward attainment of the Participation Goal. Such certification must occur prior to the firms’ commencement of work. A list of M/WBE firms may be obtained from the DSBS website at www.nyc.gov/buycertified, by emailing DSBS at [email protected], by calling (212) 513-6356, or by visiting or writing DSBS at 110 William Street, New York, New York, 10038, 7th Floor. Eligible firms that have not yet been certified may contact DSBS in order to seek certification by visiting www.nyc.gov/getcertified, emailing [email protected], or calling the DSBS certification helpline at (212) 513-6311. No credit shall be given for participation by a graduate M/WBE, as defined in Section 6-129(c)(20) of the Administrative Code of the City of New York. III. M/WBE PROPOSAL SUBMISSION FORMS – M/WBE PARTICIPATION PROPOSALS a. The respondent must complete and submit as part of its proposal an M/WBE Participation Proposal setting forth: i.

the proposed Participation Goal, and

ii.

a narrative related to respondent’s implementation of the proposed Participation Goal, including, but not limited to: 1. strategies and methods that will facilitate participation by M/WBE firms as contractors, subcontractors or suppliers consistent with Section I above, such as carve-outs and/or unbundling bid packages; 2. methods for identification of M/WBE firms seeking design or construction work in connection with such development; and 3. a statement that respondent will make good faith efforts to meet the Participation Goal.

b. Respondent’s M/WBE Participation Proposal will be ranked against that of other respondents and will be evaluated as an important part of the selection process, with focus on (i) the respondent’s Participation Goal in relation to the target Participation Goal range set forth in this RFP, and (ii) the development and quality of the M/WBE Participation Proposal narrative. c.

If the respondent’s proposal is accepted, then the M/WBE Participation Proposal, as approved by NYCEDC, shall be annexed to and made part of the Contract or Lease. Respondent shall also submit a more comprehensive M/WBE Participation Plan. The M/WBE Participation Plan will include the respondent’s Participation Goal and include information on the percentage of work to be awarded to contractors, subcontractors and suppliers, and the identity of all proposed M/WBE contractors, subcontractors and suppliers, as well as a description of the type and dollar value of work designated for participation by M/WBE firms.

IV. OTHER M/WBE REQUIREMENTS: If the respondent’s proposal is accepted, then the Contract or Lease will contain additional M/WBE Program Requirements. Please note that if a respondent fails to use good faith efforts to fulfill its Participation Goal, then NYCEDC may, in addition to asserting any other right or remedy it has under the Contract or Lease, assess liquidated damages in the amount of ten percent (10%) of the difference between the dollar amount of Work required to be awarded to M/WBE contractors, subcontractors and suppliers to meet the Participation Goal and the dollar amount the respondent actually awarded and paid to such M/WBEs. In addition, the respondent shall provide NYCEDC with certified reports detailing respondent’s compliance with its M/WBE Participation Plan and Participation Goal. LONG ISLAND CITY WATERFRONT | MIXED-USE REDEVELOPMENT

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APPENDIX 4 – EMPLOYMENT OPPORTUNITIES PROGRAM EOP NARRATIVE The Developer’s EOP Narrative, as submitted with its proposal in response to this RFP and the EOP Goal (as defined below), as approved by NYCEDC, shall be annexed to and made part of the predevelopment agreement.

EOP GOAL Prior to signing the predevelopment agreement, the Developer shall define its EOP Goal in the form provided below. The EOP Goal should be accompanied by: (i) a description of the assumptions the Developer used in calculating its proposed EOP Goal (these assumptions should include, without limitation, all assumptions and other relevant information the Developer used when determining the EOP Goal and should include (a) the total number of hours of Construction Work the Developer estimates will be performed by all workers, laborers and mechanics in connection with each Project and (b) the specific trade classifications in which the Developer believes members of the Target Population would be engaged); and (ii) a description of any additional trades or types of workers, laborers or mechanics that the respondent believes should be considered by NYCEDC for inclusion within the definition of “Construction Work” but that are not otherwise listed in one of the trade classifications listed in the most recent prevailing wage schedule for public works projects, as such schedules are maintained by the Office of the Comptroller for the City of New York9 (if the Developer elects to identify such additional trades or workers in its EOP Goal, the Developer should also include a description of the reasons why the Developer believes it is reasonable for such trades or workers to be considered).

EOP GOAL TEMPLATE: NYCEDC has established the EOP to provide construction employment and training opportunities for Target Population workers during the Construction Phase of each Project. Contracts, including subcontracts, for construction work related to each Project are expected to be awarded to entities that provide employment opportunities for the Target Population. To further the objectives of the EOP, the Developer agrees to commit to a proposed goal, expressed as a percentage, (the “EOP Goal”), representing the percentage of total Construction Work labor and training hours the Developer estimates will be performed by members of the Target Population. The EOP Goal is calculated by dividing: (i) the aggregate total number of hours of Construction Work and training the Developer estimates may be performed by members of the Target Population during the Construction Phase of each Project, by (ii) the aggregate total number of hours of Construction Work the Developer estimates will be performed by all workers, laborers and mechanics during the Construction Phase of each Project. For EOP purposes, the term “Construction Work” means the performance of work by any worker, laborer or mechanic employed by the contractor or its subcontractors in connection with each Project, where such work is either (a) within one of the trade classifications listed in the most recent prevailing wage schedule for public works projects, as such schedules are maintained by the Office of the Comptroller for the City of New York or (b) is to be undertaken by another trade, or type of worker, laborer or mechanic acceptable to NYCEDC and consistent with the goals of the EOP. The Developer agrees to commit to the following EOP Goal: ____________.

9

Such schedules are available at: http://comptroller.nyc.gov/general-information/prevailing-wage/

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The Developer determined the above described EOP Goal by using the following assumptions:

The Developer believes that the following additional trades or types of workers, laborers or mechanics should be considered by NYCEDC for inclusion within the definition of “Construction Work:”

EOP PLAN Not later than one-hundred and twenty (120) days prior to the commencement of the Construction Phase, the Developer shall submit to NYCEDC, for NYCEDC’s reasonable approval, a comprehensive plan (the “EOP Plan”), on the template provided below, that reflects the EOP Narrative. The EOP Plan should include, without limitation, the following: 1. A commitment to achieve the EOP Goal made in the predevelopment agreement. 2. The contact name, number and e-mail address of a designated liaison who will be responsible for communicating with NYCEDC about the EOP. 3. Information regarding contractors and subcontractors performing components of Construction Work related to the proposal, regardless of tier and value amount, such as information on trade craft, contractor names, estimated total work hours and estimated total work hours performed by the Target Population for all contractors and subcontractors. 4. Although optional, NYCEDC strongly encourages the Developer to include one or both of the following commitments in the EOP Plan: a commitment by the Developer of resources for training efforts or to support connections to education and training. 5. Program implementation.

EMPLOYMENT OPPORTUNITIES PROGRAM PLAN TEMPLATE: Developer Name: _______________________________________________________________ Project Name: __________________________________________________________________ The Developer must complete and submit this EOP Plan at least one-hundred and twenty (120) days prior to the commencement of the Construction Phase. 1. Program Goal The Developer committed to the following EOP Goal in its predevelopment agreement: ______. The Developer acknowledges that its commitment to the above described EOP Goal includes, among other things, a commitment to conducting outreach to members of the Target Population according to the EOP Narrative and, where practicable, connecting interested Target Population members to education and training opportunities. NYCEDC staff will be available to assist the Developer in identifying Target Population candidates through a New York City agency designated by NYCEDC in a notice to the Developer (“Designated City Agency”). If the Developer will need the assistance of a Designated City Agency in the screening of candidates from the Target Population, please indicate its intention by selecting “Yes” below. Yes: ___________

No: ___________

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To receive assistance, the Developer must provide NYCEDC and the Designated City Agency with the approximate number and types of jobs that will become available and, for each job type, a description of the basic job qualifications. The job type must specify whether it is skilled/semi-skilled or unskilled. Skilled/semi-skilled jobs are any job or labor that requires special training or education attainment (i.e., certifications, higher education degree) for its satisfactory performance. Examples include electricians, plumbers, carpenters and HVAC workers. Unskilled jobs are any job or labor that requires relatively little or no training or experience for its satisfactory performance. Examples include laborers. 2. Program Liaison Provide the contact name, number and e-mail address of a designated liaison who will be responsible for communicating with NYCEDC and the Designated City Agency about the Employment Opportunities Program: Name ______________________ Contact info: ______________________________________ 3. Workforce Projection Table Instructions for completing the Workforce Projection Table: 1. Please organize the contractor or subcontractors’ information based on their trade craft work. 2. For contractors or subcontractors performing work in various trade crafts, please list contractor/subcontractor name in each trade craft (if applicable to your hiring plans, specify whether worker hours are performed by an apprentice or journey). 3. Total final three columns at the end of completed form.

TRADE CRAFT

Example: Laborer

CONTRACTOR OR SUBCONTRACTOR LIST CONTRACTORS AND SUBCONTRACTORS BY TRADE CRAFT

Contractor X

EST. TOTAL WORK HOURS

EST. TOTAL TARGET POPULATION WORK HOURS

EST. TOTAL TARGET POPULATION WORK HOURS %

Journey

800

100

12.5%

Apprentice

200

100

50%

Journey Apprentice Journey Apprentice Journey Apprentice Journey Apprentice TOTAL

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APPENDIX 5 - DOING BUSINESS DATA FORM NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION REQUEST FOR PROPOSALS – Long Island City Waterfront Redevelopment PROJECT CODE NO. 5345 The Respondent shall complete and submit a Doing Business Data Form which can be found at www.nycedc.com in the following section: “Resource/Vendor Resources” The text of said section provides as follows Doing Business Accountability Project Doing Business Accountability Project Forms Local Law 34 of 2007 (LL 34) requires the creation of a database containing information about entities that do business with the City as defined by the law, and principal officers, owners and senior managers of these entities. This information will be collected on Doing Business Data Forms that are distributed, collected and reviewed by agencies, and forwarded to the Doing Business Accountability Project (DBAP) at MOCS for processing. Collected data will be used to identify entities and people who are subject to LL 34’s limitations on campaign contributions in municipal elections. If you have any questions or concerns, please contact the Doing Business Accountability Project at 212-788-8104 or [email protected]. Doing Business Form Doing Business Form-Real Property Q&A General Q&A Real Property

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APPENDIX 6 - AFFORDABLE HOUSING REQUIREMENTS REGULATORY AGREEMENT At closing, the Developer will be required to execute a regulatory agreement with HPD recorded against the property, which will govern tenant income eligibility, rents, minimum and maximum household sizes and tenant selection procedures.

ENFORCEMENT NOTE AND MORTGAGE In the event NYCEDC and the Developer agree to a purchase and sale transaction, the Developer, at closing, will be required to deliver an enforcement note and mortgage (“Enforcement Note and Mortgage”) to HPD. The Enforcement Note and Mortgage is designed to ensure compliance with the regulatory agreement. The Enforcement Note and Mortgage may also contain resale and refinancing recapture provisions. The value of the Enforcement Note and Mortgage shall equal the difference between the transaction’s financial consideration and the appraised value of the Sites. The Enforcement Note and Mortgage will accrue interest at a fixed rate to be determined by HPD, compounded annually. The principal and accrued interest will be due and payable at maturity.

DESIGN HPD has outlined a set of design principles and guidelines to foster quality and encourage creative approaches throughout the entire design development process (“HPD Design Guidelines”). The guidelines apply to all new construction housing projects subject to HPD review and approval. Respondents are required to follow the HPD Design Guidelines which can be accessed here: http://www1.nyc.gov/assets/hpd/downloads/pdf/developers/new-constr-guidelines.pdf

ENTERPRISE GREEN COMMUNITIES Respondents are required to achieve Certification through the Enterprise Green Communities Program, which is a comprehensive green building framework for affordable housing that provides cost‐effective standards for creating healthy and energy‐efficient homes. Specifically, respondents are required to comply with the 2015 Enterprise Green Communities Criteria Certification Overlay for NYC HPD Projects. Detailed instructions on using the HPD Overlay can be found at http://www.enterprisecommunity.com/servlet/servlet.FileDownload?file=00P1400000gTNDAEA4 In addition to the documentation requirements of the Green Communities Program, the designated Developer will be required to periodically provide budgets that identify project costs specifically related to green design, energy efficiency measures and building operations, upon HPD’s request.

MARKETING Marketing of the rental of affordable residential units and/or the sale of the affordable homeownership units, if applicable, is the sole responsibility of the Developer. In carrying out these functions, the Developer must comply with HPD-HDC’s marketing requirements, which are designed to ensure that the availability of the units is disseminated as widely and fairly as possible. The marketing of the units will be monitored by HPD/HDC staff to ensure compliance with these requirements.

RENT STABILIZATION All rental units must be entered into the New York State rent stabilization system (“Rent Stabilization”) upon initial occupancy (see www.nycrgb.org for further information). Rent increases for affordable units will be governed by the lower of 30% of the applicable AMI or Rent Stabilization increases. Rent increases for market rate units that

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are under a City tax abatement program, in buildings of mixed affordability, will be governed by Rent Stabilization increases.

FAIR HOUSING The Developer is required to comply with all applicable Federal, State, and local laws, orders, and regulations prohibiting housing discrimination.

LOAN AUTHORITY Projects which Respondents propose to finance with HPD/HDC subsidy will be subject to statues under which HPD and HDC are authorized to provide such loans including, but not limited to, Article 16 of General Municipal law and Article 22 of Private Housing Finance law. Respondents are encouraged to review these and similar statues to understand the restrictions and obligations associated with such loans.

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APPENDIX 7 – MANAGEMENT EXPERIENCE

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APPENDIX 8 – LIVING WAGE AND PREVAILING WAGE REQUIREMENTS The living wage and prevailing wage laws and regulations described below help guarantee that City development efforts encourage the creation of jobs that provide economic opportunity and benefit for all New Yorkers while serving as models to employers across the City. Local Law No. 37 of 2012 added the Fair Wages for New Yorkers Act as Section 6-134 of the New York City Administrative Code (the “Living Wage Act”), which was broadened when the Mayor issued Executive Order No. 7 (the “Executive Order,” the obligations imposed on a successful respondent pursuant to the Living Wage Act and the Executive Order are collectively referred to as the “Living Wage Requirements”). The Living Wage Requirements require companies that receive at least $1 million of “financial assistance” (as such term is defined in the Living Wage Act) from the City or NYCEDC to pay their employees at the project site no less than a “living wage,” unless the company qualifies for an exemption under the Living Wage Requirements. As of September 30, 2014, the “living wage” is equal to the sum of $11.50 per hour (in cash) plus $1.63 per hour (in cash and/or health benefits), subject to annual inflation-based adjustments (the Commissioner of the Department of Consumer Affairs will announce the new rates each January 1, which will go into effect on April 1 of each such year). Additionally, other “additional covered employers” (as such term is defined in the Executive Order) at the project site are required to pay their employees at the project site no less than a living wage, unless those employers qualify for an exemption under the Living Wage Requirements. Copies of the Living Wage Act and the Executive Order are available for download at http://www1.nyc.gov/assets/home/downloads/pdf/executiveorders/2014/eo_7.pdf. Local Law No. 27 of 2012 added Section 6-130 of the New York City Administrative Code (the “Prevailing Wage Law”). Like the Living Wage Requirements, the Prevailing Wage Law applies to certain companies that receive at least $1 million of “financial assistance” (as such term is defined in the Prevailing Wage Law) from the City or NYCEDC for projects that are expected to be larger than 100,000 square feet or to include more than 100 residential units, unless the company and/or project qualifies for an exemption under the Prevailing Wage Law (a non-exempt company is referred to as a “covered developer”). A covered developer must ensure that all “building service employees” performing “building service work” (as such terms are defined in the Prevailing Wage Law) at the project location are paid no less than the “prevailing wage.” The “prevailing wage” means the rate of wage and supplemental benefits paid to workers in the same trade or occupation in the New York City locality, as determined annually by the City Comptroller. The current prevailing wage schedule is available for download at http://comptroller.nyc.gov/general-information/prevailing-wage/. A copy of the Prevailing Wage Law is available for download at http://legistar.council.nyc.gov/View.ashx?M=F&ID=1951352&GUID=2FA060425204-4767-B9CA-710367C39270.

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APPENDIX 9 – CONDITIONS, TERMS AND LIMITATIONS In addition to those stated elsewhere, this RFP and any transaction resulting from this RFP are subject to the conditions, terms and limitations stated below: 1. The Sites are to be disposed of in “as is” condition and is to be conveyed subject to all applicable title matters. 2. The City and NYCEDC, and their respective officers, employees, and agents, make no representation or warranty and assume no responsibility for the accuracy of the information set forth in this RFP, the Site File, the physical condition of the Sites, the status of title thereto, its suitability for any specific use, the absence of hazardous waste or materials, or any other matter. All due diligence is the responsibility of the respondent and respondents are urged to satisfy themselves with respect to the condition of the Sites, the information contained herein, and all limitations or other arrangements affecting the Sites. NYCEDC and the City will not be responsible for any injury or damage arising out of or occurring during any visit to the Sites. 3. The proposed development shall conform to, and be subject to, the provisions of the New York City Zoning Resolution, all other applicable laws, regulations, and ordinances of all Federal, State and City authorities having jurisdiction, and any applicable Urban Renewal Plan, design guidelines or similar development limitations, as all of the foregoing may be amended from time to time. Without limiting the foregoing, closing on a proposed transaction shall be subject to the City’s Uniform Land Use Review Procedure (“ULURP”), completion of the City Environmental Quality Review (“CEQR”), approval by the applicable Community Board, compliance with Section 384(b)(4) of the New York City Charter, and approval by NYCEDC’s Board of Directors. ULURP and CEQR compliance shall be solely at the expense of the Developer. NYCEDC will cooperate with the Developer in obtaining necessary approvals. 4. A respondent submitting a proposal in response to this RFP may be rejected if it or, if the respondent is a business entity, any of its shareholders, officers, directors, partners or members (“Principals”) is determined, in the City’s or NYCEDC’s sole discretion, to be within a category of persons or entities with whom or which the City or NYCEDC will not generally do business. Respondent and all officers and Principals thereof will be required to complete a background questionnaire and shall be subject to investigation by NYCEDC and the City’s Department of Investigation. Any designation may be revoked in the City’s or NYCEDC’s sole discretion in the event any derogatory information is revealed by such investigation. 5. NYCEDC and the City are not obligated to pay and shall not pay any costs incurred by any respondent at any time unless NYCEDC or the City has expressly agreed to do so in writing. 6. NYCEDC invite the participation of real estate brokers acting on behalf of and with the authorization of identified Principals, provided that the broker arranges for the payment of its commission or other compensation exclusively by the Developer of a Site, or portion thereof. The submission of a proposal will constitute the respondent undertaking to pay any commission or other compensation due to any broker in connection with the development of a Site, or portion thereof, and to indemnify and hold harmless NYCEDC and the City, and their respective officers, employees and agents from any obligation, commission or compensation brought by any broker by reason of each Project or the development of a Site, or portion thereof, and any liability, cost and/or expense incurred by NYCEDC and/or the City as a result of any claim of commission or compensation brought by any broker by reason of each Project or the development of a Site. 7. Only proposals from Principals will be considered responsive. Individuals in representative, agency or consultant status may submit proposals only under the direction of identified Principals, where the Principals are solely responsible for paying for such services. 8. This is a Request for proposals not a Request for Bids. NYCEDC and HPD shall be the sole judges of each proposal’s conformance with the requirements of this RFP and of the merits of the individual proposals. NYCEDC and HPD each reserves the right to waive, modify or amend any terms, conditions or provisions of this RFP, with or without notice, with respect to one or more respondents, to negotiate with one or more of the respondents with respect to a Site or any portion of a Site, to negotiate and dispose of a Site on terms other than those set forth herein (including to parties other than those responding to this RFP), to require LONG ISLAND CITY WATERFRONT | MIXED-USE REDEVELOPMENT

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9. 10.

11.

12.

13.

14.

15.

16.

supplemental statements and information from any respondents, to establish additional terms and conditions, to require a respondent to modify and cure its proposal if it is non-responsive to the RFP or if it does not otherwise comply with one or more requirements of the RFP, to request a respondent make changes to a proposal, to entertain modifications or additions to selected proposals, to withdraw a Site or portions of a Site from or add individual parcels to this RFP, to encourage respondents to work together, or to reject any or all proposals, if in NYCEDC’s or HPD’s judgment it is in the best interest of NYCEDC and the City to do so. If all proposals are rejected, this RFP may be withdrawn and a Site may be retained, and re-offered under the same or different terms and conditions, or disposed of by another method, such as auction or negotiated disposition. In all cases, NYCEDC and HPD, conferring with other agencies, authorities and organizations, shall be the sole judges of the acceptability of the proposals. NYCEDC or the City will enforce the submission deadline stated in the RFP at its sole discretion. The timing of the selection may differ depending upon the degree to which further information on individual proposals must be obtained or due to other factors that NYCEDC may consider pertinent. All proposals shall become the property of NYCEDC upon submission. Neither NYCEDC nor the City are obligated to pay, nor shall in fact pay, any costs or losses incurred by any respondent at any time, including the cost of responding to the RFP or negotiating legal agreements. All terms in this RFP related to the permitted use and bulk of a Site shall be as defined in the New York City Zoning Resolution and any applicable Urban Renewal Plan, design guidelines, or similar development limitations and controls. Where any conflict arises in such terms, the most restrictive shall prevail. Except as specifically provided herein, the Developer will pay all taxes payable with respect to the project, including transfer and mortgage recording taxes. Developer will be required to pay the New York City Real Property Transfer Tax and New York State Real Estate Transfer Tax, notwithstanding any exemption on account of the City’s or NYCEDC’s involvement in the transaction. This transaction will be structured as a “net” deal to NYCEDC, with the Developer being responsible for all fees relating to the project and all costs incurred by NYCEDC including, but not limited to, costs for outside legal counsel, if any, studies, and outside consultants. All proposals and other materials submitted to NYCEDC or HPD in response to this RFP may be disclosed in accordance with the standards specified in the Freedom of Information Law, Article 6 of the Public Officers Law (“FOIL”). The entity submitting a proposal may provide in writing, at the time of submission a detailed description of the specific information contained in its submission, which it has determined is a trade secret and which, if disclosed, would substantially harm such entity’s competitive position. This characterization shall not be determinative, but will be considered by NYCEDC and HPD when evaluating the applicability of any exemptions in response to a FOIL request. In furtherance of NYCEDC’s mission of economic development, NYCEDC-led dispositions will be subject to NYCEDC’s standard provisions for similar transactions. The lease or contract of sale, as applicable conveying a Site, or portion thereof, to the Developer(s) shall contain redevelopment obligations as well as restrictions on use and transfer of a Site. Failure to comply with these restrictions will result in a right by NYCEDC or the City to terminate the lease and Developer’s tenancy at a Site or, in the case of a contract of sale, to re-enter and re-acquire a Site, or portion thereof, for no consideration, as the case may be. The Developer will be required to deliver evidence to NYCEDC of the creation of employment opportunities at a Site for the first eight (8) years after the closing of each Project. The Developer must also agree in good faith to consider any proposals made by the City or City-related entities with regard to jobs Developer is seeking to fill and to provide the City with the opportunity to make job referrals and create a training program for City residents. Developer will be required to cause commercial tenants to agree to these provisions at the time it enters into leases with such tenants. Upon review of the Site File, respondents, and their representatives and agents and consultants, shall treat their proposals and all information obtained from the Site File or otherwise obtained from NYCEDC or the City in connection with this RFP (the “Confidential Information”) confidentially, and shall not discuss, publish, divulge, disclose or allow to be disclosed the Confidential Information to the press or other media, without NYCEDC’s prior written approval. In addition, upon submission of a proposal to this RFP, respondents, and their representatives and agents and consultants shall not discuss, publish, divulge, disclose or allow to be disclosed the Confidential Information to any other respondents or any other person, firm or entity,

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17. 18.

19.

20.

including press or other media, without NYCEDC’s prior written approval. If either provision is breached by a respondent, NYCEDC may disqualify that respondent from the RFP as non-compliant and seek any other remedy available at law or in equity, including but not limited to injunctive relief and/or damages. All determinations as to the completeness or compliance of any proposals, or as to the eligibility or qualification of any respondent, will be within the sole discretion of NYCEDC and HPD. NYCEDC are dedicated to furthering the participation of minority and women-owned businesses. All respondents are urged to include in their proposals methods for facilitating the participation in the project of businesses that have been certified by the New York City Department of Small Business Services (“DSBS”) as being women-owned or minority-owned. Businesses that have been certified as being womenor minority-owned by the Port Authority of New York and New Jersey may be eligible to receive expedited certification from DSBS after completing the DSBS “Expedited Certification Affidavit”, which may be obtained by calling DSBS at (212) 513-6311. The Developer may be required to seek design approval from the Public Design Commission (“PDC”) for projects developed pursuant to lease transactions. In the event that PDC approval is required, preliminary approval from PDC, at a minimum, will be required prior to closing. The City and NYCEDC may, at its discretion, contribute funds to development projects and/or permit the Developer to apply for discretionary tax abatements in order to further the RFP program goals or effectuate policy goals regardless of the requirements of respondent’s submissions.

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APPENDIX 10 - NYCEDC STATEMENT OF AGREEMENT (On company letterhead)

Date:

New York City Economic Development Corporation 110 William Street, 6th Floor New York, NY 10038 Attn: Maryann Catalano, Senior Vice President

Dear Ms. Catalano: This letter hereby certifies that [Respondent] has read this RFP and the Appendices fully and agrees to the terms and conditions set forth in this RFP and Appendices.

Sincerely,

Respondent Respondent Title [must be authorized principal or officer of the respondent]

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APPENDIX 11 – DOT RELOCATION PROGRAM SUMMARY RRM/JETS USES

SQUARE FEET

Outdoor parking and loading

~17,000 SF

Indoor storage of heavy duty vehicles and equipment

~11,000 SF

Offices (6)

~4,000 SF

Locker rooms

~4,000 SF

Storage and warehousing of materials and safety equipment

~4,000 SF

SIM USES

SQUARE FEET

Outdoor parking for a variety of vehicles and machinery

~33,000 SF

Offices

~4,000 SF

Locker rooms

~4,000 SF

Indoor storage and warehousing

~20,500 SF

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APPENDIX 12 – SCHOOL PROGRAM SPECS

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APPENDIX 13 - VENDEX Respondents shall complete and submit the Business Entity Questionnaire and a Principal Questionnaire for each principal of the Respondent team (collectively, the "Vendex Clearance Forms") The successful respondent shall cooperate in supplying any information as may be required with respect to the Vendex Clearance Forms, which are available online at www.nyc.gov/vendex (the “Vendex Website”), and any other government review and approval forms.

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