Exhibit 19

FILED: NEW YORK COUNTY CLERK 07/07/2016 01:00 PM INDEX NO. 155641/2016

NYSCEF DOC. NO. 23 RECEIVED NYSCEF: 07/07/2016

PIER 6 RESIDENTIAL DEVELOPMENT

REQUEST FOR PROPOSALS

AMENDMENT #1

June 23, 2014

ADD1T90NS TO THE P9ER fs RAP SATE FILE; PDC APPROVAL➢RESPONSES ~O Q,IJES~B0111S RECE11/ED

Ad~ltions to Pier 6 ~~P Site FileThe following files have been added to the Pier b RFP Site File:• Form Term Sheet• Form Lease• Site survey (PDF grad CAD Files)• Stormwater Retention Tank Plans• Phase II Investigation Appendix A: Soil Boring Logs

To access the Site File, please sign and return the Site File Disclaimer (Appendix 4 of the RFPdocument) to David Lowin dlowin@bbpnvc.or~.

New York City Public Design Corx►r~es~6~~ ~°•PAC"~ ~ppa°ov~rlArrzending the "Review and Approval" section of the RFP, the design for the proposeddevelopment will nit require approval from the PDC.

Responses to Questions iiece6veafThe following responds to questions and requests for clarification that have been raisedconcerning the RFP and should be considered an addendum to the RFP. Questions werereceived via email and at an information session.

SITE CONDITIONS

1. Were test borings completed at the Sites, and if so, are associated reports available?

The locations of soil ~horings are sho~Nn in Figure 4 of the Phase !I investigation, ~vP~ieh is available

rn the Site File. Appendix A: Soil Boring Cogs hers been added to the Site File.

2. Please confirm the dimensions of each Site

Please refer to the survey of the Siies recently arAded to the Site Fife.

FLOOD MITIGATION

3. Which survey datum is used for the elevations shown on the as-built drawings?

The drau~ings use Brooklyn High+Nay Bureau datum (BHBD).

4. is EL:+12' (NAVD88) correct for base flood elevation?

Please refer to the most up-ta-date FEIVIA maps and the relevant section of the NYC Building

Code to determine correct base flood elevation.

5. Will the base plane be taken from the BFE according to the new preliminary FEMA maps or the

previous 2007 maps?

Please refer to the most up-~o-date FEdUTA maps and the relevant section of the NYC BuNding

Code to determine correct base flood elevation.

6. How should the proposed design "create streetscapes that enhance the pedestrian experience"

while also allowing the ground floor to be elevated for flood mitigation purposes?

Brooklyn Bridge Park ("88P") is looking for Respondents to propose design solutions that aehieve

both goals. An important part of the RFP selection c; iteria is fhe Respondent's thaughtfu( and

innovative design, especially an the _ground floor.

7. Can parking be provided below grade given flood zone requirements?

Rssuming the proposed design c~rnplies with NYC Building Code, B6P would not object to below

grade parking in e~ flood zone.

LAND USE j MODIFIED GENERAL PROJECT PLAN ("MGPP")

8. Do the Sites have light and air access on all 4 facades?

88P is willing to execute light and air easements (from the second floor and above) for any of the

four facades of either parcel where light and arr access does not already exist.

9. What is the base plane from which the height restriction will be measured?

The ~iase plane wit! be determined in accordance with the iVYC Zoning Resolution.

10. Could the Sites be connected above or below grade (e.g., sky bridge, below-grade parking)?

r he Sites c;ur~nvt re cunr~ecied aar~ve or below c~racae.

11. Will PDC have any informal review or oversight of the project?

PDC will have representation an BSP's ~esigr~ Subcommittee, which advises the Selection

Committee. In addition, PDC rrray inform~rlly advise BBP during each of the stages of design

approve(.

12. The MGGP offers a second massing option for the Pier 6 development sites. May respondents

submit proposals that adhere to this alternative massing option?

Response. that adhere to the alternative missing option autiined in the MGAP wil! not be

considered,

13. Will an Environmental Impact Statement (EIS) be necessary for the Pier 6 development project?

Assuming the proposed development complies with the MGPP and the ~FP, BBP does not.r .. .crr ,~~t„r~y,;~a

compliance with MGPP and whether addit~or~al environmental review is required.

14. Will permitted obstructions be allowed to exceed the MGPP mandated height restrictions?

Penetrations of the mandated height restrietior~s that cc~r~form to the definition of Permitted

Qbstructions en the PVYC Zoning Resolution will be G(fowed.

15. Is the BBP Loop Road that abuts the Sites a private road or a mapped WYC street?

The loop Road rs a private road maintained and operated .6y BBP.

16. May the buildings project beyond the property line, and if so, by what amount?

Above grads, the bciila'ings may project bevoncl the property line only to the extent r~hich would

be perrrritfed by th? 1VYC Zoning f~esolution. Below grade, BBA will consider granting an

easement to extend beyond the ~ropert~ line for the buildings' foundations.

17. Will micro-units permitted? Is there a minimum square footage for individual units?

Micro Units are not permitted. Although the Sites are exempt frorn the NYC Z~ninq Resolution,

they must stiN compEy with requirements in other relevant administrative codes 1r~ducling NYS

Multiple Dwelling Law, the N1'C Buiidina Code, etc., including requirements for minimum unit and

rocm square footage.

18. Will scissor stairs be permissible as a means of egress?

If permitted as a means of egress in the NYC Building bode, BBP will not object to the use of

scissor stairs.

19. Are there restrictions governing the floor to floor heights of the buildings?

Rlihough the Sines are exempt from the NYC Zoning fiesoltrtion, they musf still corrrply wifh

requirements in other relevant administrative codes including NYS M~alti~le Dwefling Law, the

NYC Building Code, etc., including requirements for minirr►um floor io floor heights.

DESIGN

20. To what extent can the lanascape immediately surrounding the Sites be redesigned?

88P will consider redesigns ~o the landscape immediately surrounding the Sites. ~I! designs must

be approved by BBP and the expense associated with designs and construction of said property

will be covered 6y the Selected despondent. BBP wilt view favorably any Proposals that include

redesigns fhat improve the integration of the Sites into the surrouna'ing context and improve

circulation aroaand the Sites.

21. Should the requested ir►terior renderings depict unit interiors or public areas?

The requested interior renderings shau(d depict public areas.

22. The timeline for design review outlined in the lease seems too short. Does BBP intend the

Selected Respondent to complete the design process in one year?

Yes, BBP intends to eompfete the design process in one year. if Respondents feet this is an

inadequate amount of time, they should reflect their preferred design scherJule in the mark-up of

the dorm Term Sheet.

23. Do the design submission deadlines apply to both buildings, or may the design of the buildings

be phased?

The design of both buildings should take place concurrently.

CONSTRUCTION

24. Will BBP require the developer to achieve local hiring and workforce development goals?

BBP encourages Respondents to articulate loco! hiring and workforce development goals in their

proposals, which ma/include participation in HireNYC.

25. How much space will be made available for construction staging?

Respondents should include a proposed cansfruction staging plan as part of their response.

Proposals that do not impact the surrounding Fark roads will be viewed favorably.

26. Does BBP prefer the construction of the two buildings to take place concurrently or

sequentially?

fn an effort to minimize disruption to the Park and neighboring buildings, BBP pre~`ers the

construction of both buildings to take place concurrently.

27. Will the urban fill currently being stored in Parcel B be removed by BBP? And if so, when?

Yes. BBP expects to remove the urban fiN currently stored in Parcel 3 prior to lease execution.

28. Please provide the construction documents for the storm water retention tank as noted in the

Additional Amenities section of the RFP.

These documents have been addea to the Site File.

AFFORDABLE HOUSING COMPONENT

29. How does BBP expect the affordable housing component to financially "stand on its own" as

discussed at the info session?

With respect to the affordable housing component of the project, BBP anticipates that the base

rent payable wil! appropriafefy reflect the affordable uses, and BBP will allow the developer to

seek such abatements to PILOT as are available under law with respect to real estate taxes. The

units should be targeted to moderate and middle income households (80-165°0 of AMtJ. Given

the associated rent levels, BBP believes the affordable component can be financially self-

sustaining. 1f respondents are unable to provide affordable units at these AM! levels without

additional subsidies, they should provide a detailed explanation in their responses and advise the

amounts, including amounts of subsidies needed.

30. Does BBPC have an objection to pricing 20% of the 130,000 GSF of affordable housing at 60% of

AMI?

Affordable housing with a lower AMI level than specified in the RFf~ is permissible as tong as it

does not negatively impact the financial offer to BBP crud the developer would be responsible for

the costs associated with additiona(envrronmental review, if necessary.

31. Does BBP prefer the affordable units be spread across the two sites or exclusively located on

one site?

88P does not have a preferrence. If the proposed development. incorporates affordable and

rrrarket rate snits in thF same building, ghat building should have acommon/shared lobb~i and

common/shared set of entrances.

32. If the proposed development incorporates affordable and market rate units in the same

building, do the affordable units need to be comparable to the market rate units in terms of

size, bedroom type, interior finishes and exposure?

No. Afforc(uble units should comply with Appendix 2B: Design Gui~ielrnes —Affordable Housing,

but the units do nat have tc have comparable unit sizes, r~edroc~m types, interior finishes, and

exposures to the market rate units in the same building.

33. How should Respondents decide which AMI level to propose for the affordable housing (a range

of 80-165% was mentioned in the RFP)?

Respona'ents should propose the most affordabEe units within the specified range while adhering

to the Design G~idetines ~rvhich call for high-qualify design ctnd construction, and without

redwing the gent offer to BBP jcr the market-rexte corr3ponent of the project.

34. How would BBP evaluate responses that exceed the RFP's affordability requirements either in

amount of affordable housing or level of AMI?

Respondents should not propose more than 230,000 GSF of affordable housing at the project. To

fhe extent Respondents includQ a lower AiU!! level uvithout affecting the rent offer from the

market rate component, SBP would view that proposal favorably.

35. How will the regulatory agreement govern annual rent increases for the affordable units?

Typically, regulatory agreerrrents for permarrently affordable units tie annual rent increase to

increases in the ,4M1. Resr~ondents who wish to oronose alternate methods far determining

anr~ua! rent increase should make that clear in their proposal.

36. Please clarify the measurement methodology for the "approximately 130,000 gross square feet

of permanently affordable housing." Does the gross square foot measurement include amenity

spaces, common areas, and circulation, etc.?

In a btailding with both market-rate and affordable units, developers should allocate amenity

space, corrrmon areas, circulation, mechanical areas, etc. to each housing type based an the pro-

rata share of sellable/rentable square footage for that housing type.

37. Will the mix and location of affordable units within the buildings be fully determined by the

developer, or will the Park and/or City be involved in the distribution?

Respondents should propose unit mix and distribution of affordable units within the project. 8~►~will have approval rights of both unit mix anc~ location cif units. HPD (and pofen~ially other

agencies) will advise BBP on affordable housing matters.

AFFORDABLE HOUSING FINANCING

38. Will 1% subordinate mortgage funding from NYCHDC's Mixed Income and tUEWHOP Programs

(modified to use non-tax exempt bonds) be made available for the project?

1°o HDC mortgage funding is considered a competitive financing source and w;ll not be made

availaf~le for this project.

39. Will HPD's Mixed Income Program funding be made available for the project?

NPD fundir~r~ is considered a eompetifive financing source and will not be made available for this

project.

40. Will the Selected Respondent be permitted to use AHC subsidies?

AHC subsr`ctes are considered competitive financing sources and wiil not be mode avaiiable jor

Phis project.

41. How can as-of-right 4%tax credits be considered if the affordable housing range is 80% to 165%

of AMI?

If as-of-right 4% tax credits are not available for the specified AMI range, Respondents should

not rely on them for financing.

42. Which specific tax exemption or abatement program does BBP anticipate will be available for

the affordable housing component?

One program that maybe available is Article Xi

(http:/jwww.nyc.gov/html/hid/html/developers/article-xi.shtm!). Respondents should explore

all programs that maybe avai~ab/e, and include rn their response the tax exemption or

abatemeng programs they plan to pursue.

RENT1 FINANCE

43. Who sets initial PILOT levels?

PILOT is set by the fVew York City Department of Finance ("DOF"J using the same assessrrrent

methodology used elsewhEre in the city. !f a delay exists betv~een lease execution and tax !ot

separation / DOF assessment, BBP will estirrrate PILOT levels based on levels of comparable

properties until DOF assessment begins.

44. Does BBP prefer income from ground rent payments or PILOT payments?

PILOT levels are set by DDF. Responses that propose apre-dererrr►ined, fixed PILOT schedule will

not be considered.

45. Will PILOMRT be due on the affordable component?

!f a mortgage recording tax would be due for a corrtparabte property outside of BBP, then

PILOMRT wil! be due.

46. Appendix C in the EIS shows the PILOT paid for Pier 6 at $1PSF on Land and $7PSF on

Improvements —are any of these assumptions relevant?

These figures represent financial ,projections made by 8BP consultants in 2005. PILOT levels wil!

be determined of the sole discretion of f3(JF using the same assessment methodology used

elsewhere in the City.

47. Please indicate the discount rate used by B8P to calculate the IVPV of future cash flows.

BBP uses a 6.25°o discount rate when calculating the IVPV of future gash flows.

48. How is the transfer tax structured under a ground lease? Is it tfie full 3.025%?

IV~twithstanrJing any potential exempi-rQn from► real property trarrsjer saxes, the selecied

developer will be expected to pay the transfer taxes on this transaction. Respondents should

consult with their attorneys or title companies ~a determine the amount of transfer tax that

would be payable.

LEGAL

49. Does the Condominium Act allow residential leasehold condominiums to be developed at the

Site?

LBSE

Yes. Section 12 of 33g-e of the Real Property Law hermits the devetoprrienr of residential

leasehold condominiums within the Broaklyn Bridge Park Project urea.

50. Does the Form Lease need to be marked up or just the Form Term Sheet?

Only the Form ; erm Sheet should be marked up and returned with the proposals. Ffowever,

Respondents shauld fuNy e-eview the form lease when preparing Their markup of the Form T?rrr~

Sheet.

51. Can you disclose the business terms that were agreed to for the Pier 1 and John Street sites?

Press releases witty eiescr~~trons of the b~rs~ness terms crre avaiiar~le at

www. brookl ynbridaepark. ora/press.

52. Will a community facility be permissible on the first or second floors of either Site?

68:~ vvitf consider proposals containing a community facility on the first or second floors of either

site, provided that tf~e as~~eloper shalf bz res~onsib(e for seeking any required modification to

the 1V1GPP and rxfl costs associated witf► same, including any rewired environmental review

process.

53. Will second floor retail uses be permissible on either Site?

Seeanci floor retail uses will not pe permissible.

54. Does BBP have a preference for the inc{us~on {ar exclusion) of parking at the Sites?

BBP will view favorabfy responses that do not negatively impact existing traffic/parking pat~erns

on the BBP loop road. Developers should factor this into their decision to include or exclude

parking in their proposal.

55. Will retail on the ground floors of both parcels be permissible?

The MGPP currently allows for ground floor retail or► Parcel B (but nat Parcel Aj. BBP wiN permit

ground floor retail on both sites provided that the Developer shall be responsible for seeking

modification to the MGPP associated with providing retail at Parcel A and ail costs associated

with same, including any required environmental review process.

SELECTION PROCESS

56. What role will the local community, HPD, Mayor's office, and other agencies/organization play

in the selection process?

The local community, represented by the Park's Community ,4dvisory Committee, will provide

design feedback on the RFP proposals received. HPD, R~YC Parks Department, and NYC Economic

Developrrrent Corporation wi(1 have representation on the Selection Committee. ThE Brooklyn

Bridge Park Board of Directors, which includes Ex-Officio representatives from several City

Agencies, will have to approve any selection. Other agenciesjorganizations may advise the

Selection Committee.

57. What public entities or agencies will be represented on the design subcommittee?

PDC and Department of City Planning will have representation on the design subcommittee.

Additional public entities/agencies may also have representation.

OTHER

58. Who is responsible for maintaining the Pier 6 dog run? May it be permanently relocated?

Brooklyn Bridge Park is responsible for maintaining the Pier 6 jog run. BBP U✓ill considerrPinrntinn of rrnn~nr ,~nnrndas to tha dna run. nrovrded that anv such chances must improve the

Park, enhance the Park users' experience and be consistent with the MGPP.

59. When is the Pier 5 Marina scheduled to open?

The Pier 5 Marina is sci►eduled to open in Spring/Summer 2015.

60. Does BBP plan any traffic changes in the immediate vicinity?

BBP plans to take the folfowing actions related to parking and traffic at the southern end of the

Park:

• Install paid parking meters at the Loop Road parking spaces

• Vi/ork wifh QuikPark to ir~nprove operations at the public parking garage at One Brooklyn

Bridge Park

• Engage an engi~reer to study traffic patterns and identify additional areas for

~mnrnvPmPnt

61. The "Conditions, Terms and Limits" section of the RFP states that the Selected Respondent will

be responsible for "all fees relating to the project and all costs incurred by BBP including, but not

limited to, costs for outside legal counsel, if any, studies, and outside consultants." Please

provide an estimate of the costs BBP expects to incur that would be covered by the Selected

Respondent.

88P makes no representai~ion as to the estimated costs than would be covered by the Selected

Respondent, which would depend on a number of factors, including the extent of the

negotiation, the complexit}r of the respondent's proposed ovunership struc~-ure and any

additional investigation or approvals required by the proposal. For information purposes only,

BBP notes that it incurred less than $45,000 in legal fees in connection with negotiating and

executing the transaction documents with the developer of the John Street developrrrent.

62. Does the project site have an E-Designation or similar designation with respect to the sound

from the neighboring highway?

We are not aw~rre of any E-designations pertaining to the Sites. Respondents are res;~onsible for

researching any issues of public record to their awn satisfaction.

63. Is there a minimum size or fixture requirement for the public restrooms?

A minimum of 4 fixtures and three sinks should be provided in each of the rwo restrooms (men's

room and women's room).

64. In acknowledging the need for stormwater retention, the RFP acknowledges the presence of an

existing tank. Does the proposal seek to articulate the need for additional capacity beyond the

existing tank or is it expected that any measures would merely tie in with the existing tank?

BAP makes no representation that connecting to the BBP stormwater retention tank will fulfill

any regr.~latory requirements for stormwater retention.

65. Can the required storm water retention connection be counted for LEED certification?

The US Green Building Council would determine if the required storm water retention connection

could be counted for TEED certification.

66. Can building runoff be reused for building uses instead of connecting to BBP's stormwater

retention tanks?

Yes, building runoff can be reused for building uses.