Former Slaughterhouse Site RedevelopmentRelease Date: Monday, August 31, 2015

Submission Date: Friday, December 11, 2015

REQUEST FOR PROPOSALS

Table of Contents EXECUTIVE SUMMARY ............................................................................................................. 1

Project Goals............................................................................................................................ 2

SITE CONTEXT & DESCRIPTION ............................................................................................. 3

Neighborhood & Immediate Vicinity ...................................................................................... 3

Site Description & History ...................................................................................................... 8

Zoning & Land Use Overview ................................................................................................ 8

Flood and Environmental Resiliency ...................................................................................... 8

Lincoln Tunnel ........................................................................................................................ 8

Transportation & Access ....................................................................................................... 11

DEVELOPMENT PROGRAM .................................................................................................... 13

Housing Program ................................................................................................................... 13

Commercial Program ............................................................................................................. 13

Community Facility Program ................................................................................................ 14

Parking ................................................................................................................................... 14

FINANCING................................................................................................................................. 15

Affordable Housing Financing .............................................................................................. 15

Affordable Real Estate for Artists ......................................................................................... 15

Real Property Taxes ............................................................................................................... 15

APPROVAL PROCESS ................................................................................................................ 16

City Environmental Quality Review (CEQR) ................................................................... 16

Uniform Land Use Review Procedure (ULURP) .............................................................. 16

Business Terms Approval: City Charter Section 384(b)(4) .................................................. 16

NYCEDC and New York City Land Development Corporation (NYCLDC) Board Approval ................................................................................................................................ 16

PROPOSAL REQUIREMENTS .................................................................................................. 17

Project Description ................................................................................................................ 17

Respondent Description ......................................................................................................... 17

Consideration ......................................................................................................................... 18

Project Financial Information ................................................................................................ 18

Site Plan & Architectural Design .......................................................................................... 19

Sustainable Development & Active Design .......................................................................... 19

Zoning Calculation ................................................................................................................ 20

Schedule................................................................................................................................. 20

Hiring and Workforce Programs ........................................................................................... 21

Local Law 34 ......................................................................................................................... 24

Statement of Agreement ........................................................................................................ 24

SELECTION CRITERIA ............................................................................................................. 25

DISPOSITION PROCESS ........................................................................................................... 27

Additional Disposition Terms ................................................................................................ 28

DUE DILIGENCE ........................................................................................................................ 29

Environmental Conditions ..................................................................................................... 29

Inquiries & Submission ......................................................................................................... 29

RFP & Site Information Meeting .......................................................................................... 29

Response Submission Date .................................................................................................... 30

RFP Addenda ......................................................................................................................... 30

RFP Timeline ......................................................................................................................... 30

APPENDIX A PROPOSAL CONTENTS ................................................................................. 31

APPENDIX B HireNYC PROGRAM ....................................................................................... 32

APPENDIX C M/WBE PARTICIPATION PROPOSAL .......................................................... 38

APPENDIX D EMPLOYMENT OPPORTUNITIES PROGRAM ........................................... 41

APPENDIX E LIVING WAGE AND PREVAILING WAGE REQUIREMENTS ................... 46

APPENDIX F - DEMOGRAPHICS ............................................................................................. 47

APPENDIX G AFFORDABLE HOUSING REQUIREMENTS .............................................. 48

APPENDIX H MANAGEMENT EXPERIENCE ..................................................................... 50

APPENDIX I - NYPD PARKING SPACES ................................................................................ 52

APPENDIX J CONDITIONS, TERMS AND LIMITATIONS ................................................. 53

APPENDIX K NYCEDC STATEMENT OF AGREEMENT ................................................... 57

APPENDIX L DOING BUSINESS DATA FORM ................................................................... 58

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In May 2014, Mayor de Blasio released Housing New York, A Five Borough, Ten-Year Plan (Housing New York) and announced a goal of building or preserving 200,000 affordable units over ten years. Among the key strategies articulated in Housing New York for achieving that goal is using a variety of tools to promote mixed-use, mixed income communities anchored by affordable housing. Housing New York can be found at the following link:

http://www.nyc.gov/html/housing/assets/downloads/pdf/housing_plan.pdf.

New York City Economic Development Corporation (NYCEDC) is pleased to release this request for proposals (RFP) on behalf of the City of New York (the City), and in partnership with the New York City Department of Housing Preservation and Development (HPD), to help realize the vision set forth in Housing New York.

EXECUTIVE SUMMARY

NYCEDC seeks proposals (Proposals, each a Proposal) from qualified developers (Respondents, each a Respondent) for the long-term lease and redevelopment of the Former Slaughterhouse Site (the Site) within the Hells Kitchen neighborhood and adjacent to the Hudson Yards Special District (the Project). The Site is owned by the City of New York (the City) and is located at 495 11th Avenue between West 39th Street and West 40th Street in Manhattan, New York. This Project is an opportunity to create an innovative mixed-use development that contributes to the overall quality of life in the Hells Kitchen neighborhood and ensures that the growth in the area will include affordable housing.

The Site is uniquely positioned to leverage the development in the neighboring Hudson Yards Special District (Hudson Yards). The vision of Hudson Yards as a dynamic mixed-use district is well underway with sixteen-billion dollars of private capital committed and twenty-million square feet of office space currently planned or under construction. By the end of the third quarter 2015, the new 34th Street Station of the 7 train extension and the first phase of Hudson Park and Boulevard, a several acre public park will have opened. These amenities will contribute to the livability of the neighborhood and will spur new demand for both residential and commercial uses.

Proposals submitted should strive for maximum housing affordability, with the goal of reaching 100% affordability, financed by other uses in the development program, such as the commercial and/or community facility uses in the Project. The residential component should include the maximum feasible number of affordable units at a variety of income bands.

The Site is currently occupied by the New York City Police Department (NYPD) for the purpose of parking fifty-five NYPD vehicles (NYPD Parking Spaces). Proposals must contemplate a permanent location for the NYPD Parking Spaces as well as a temporary location for the duration of the construction period.

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Project Goals

A competitive response to this RFP must describe a plan to accomplish the following goals (the Project Goals):

Create a thriving mixed-use, mixed-income development that strengthens and revitalizes the urban context of the Site and that:

o Includes an affordable housing program consistent with Housing New York and which contributes to the Citys goal of fostering economically diverse neighborhoods; and,

o Contains commercial and/or community facility uses that respond to the needs of the community and provide needed services or neighborhood amenities.

Maximize the affordability, with the goal of reaching 100% affordability, financed by the commercial and/or community facility uses in the Project in order to ensure a large number of affordable units at a range of affordability levels;

Responsibly develop the Project by delivering on a comprehensive hiring and wage program that supports communities, helps create job opportunities, and creates employment opportunities for low-income persons, enabling them to participate in New York Citys economic growth;

Design the building and Site to encourage active street life, promote sustainability and energy efficiency, encourage thriving retail and creatively integrate of the Project into the local context;

Ensure the financial feasibility of the development, and its ability to meet the project requirements; and,

Generate returns to the City through the Projects lease rent and new tax revenue attributable to the Project.

Respondents Proposals are due on December 11, 2015 at 4:00 pm (Submission Date). The Respondent(s) selected to develop the Project is/are referred to herein as the Developer(s).

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SITE CONTEXT & DESCRIPTION

Neighborhood & Immediate Vicinity

The Site, located at 495 11th Avenue in Manhattans Hells Kitchen neighborhood, is owned by the City and under the jurisdiction of NYPD. The tax lot is identified as Block 685, Lot 38. The Site is an approximately 24,687 square foot surface-level asphalt-paved parking lot currently used by NYPD.

Immediately east of the Site is Hudson Yards (See Map 2). Hudson Yards spans the 28 acres over the John D. Caemmerer West Side Yards owned by the Metropolitan Transportation Authority (MTA).

The Hudson Yards Special District ULURP was approved by City Council and went into effect on January 19, 2005. Hudson Yards was established to foster a mix of uses and densities, provide new publicly accessible open space and a new supply of office space and hotels. The goal of the Hudson Yards Special District is also to reinforce existing residential neighborhoods and encourage new housing on Manhattans Far West Side. In the ten years since the establishment of the Hudson Yards Special District, many thousands of commercial square footage, acres of open space and thousands of residential units have been planned, are under construction or have been realized by private sector developers.

Among the major public improvements adding vitality as well as much needed infrastructure to Manhattans Far West Side are the new 7 train station and Hudson Park and Boulevard. The 7 train station at 34th Street and 11th Avenue is set to open in the third quarter of 2015. It is projected that by 2025, the daily weekday ridership at the station will have reached 119,000 (compare to todays average daily ridership of 158,000 at Grand Central Terminal). This extension to the 7 train will provide a connection between the Former Slaughterhouse Site and the five boroughs for many thousands of visitors, residents, and members of the workforce.

The first phase of the Hudson Park and Boulevard, a programmed public space stretching from 33rd to 36th streets between 10th and 11th avenues is set to open by the end of 2015. The planned second phase will extend to 39th Street. The Hudson Park and Boulevards opening will not only bring open space to Manhattans Far West Side, but will serve as a connector between Chelsea and Times Square easing transitions for residents and employees of the area. The expanded access to mass transit and open space will solidify Hudson Yards as a connected and vibrant place to live, work and play.

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Figure 1(left): Hudson Park and Boulevard Looking North; One of the many initiatives underway in the Hudson

Yards Special District; Figure 2 (right): Site looking east towards Hudson Yards

The area surrounding the Site contains a variety of land uses, including commercial, residential, and office. Several new developments are under construction in the area surrounding the site. Northeast of the site, a major residential development is underway. Plans indicate that the development will include 1,400 apartments and a significant retail component.

The Jacob K. Javits Convention Center (the Javits Center) is immediately south of the Site. A semi-permanent addition to the Javits Center, built in 2009, is immediately west of the site. The Javits Center recently completed a $465 million renovation ensuring that continual attraction of visitors to the complex.

The Lincoln Tunnel north tube entrance is one block east of the Site. Immediately north of the Site across from West 40th Street is the Michael J Quill Bus Depot operated by the MTA housing a large number of New York City Transit Authority buses.

Figure 3: Site looking southwest toward Javits Center North

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Figure 4: Looking west on 40th Street with view of Michal J. Quill Bus Depot

Figure 5: Site looking northwest

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Map 1: Site Location Map

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Map 2: Special Hudson Yards District

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Site Description & History

Prior to the Sites current use as an NYPD surface-parking lot, the Site was the location of a slaughterhouse constructed in 1905 by the architectural firm Horgan & Slattery and was owned and operated by the New York Butchers Dressed Meat Company. At the time of the slaughterhouses construction, access to freight rail and water transport made Manhattans Far West Side an industrial hub. In the late 1950s the slaughterhouse ceased to be operational. From the 1960s to the late 1970s, the building was used as a warehouse and office building. A move to confer landmark status to the slaughterhouse ended in 1988 and the building was demolished thereafter.

Zoning & Land Use Overview

The Site is currently zoned M1-5 which allows for a maximum allowable FAR of 5.0. M1-5 allows for a wide array of land uses, primarily manufacturing uses.

In order to achieve the desired program, it is anticipated that the Developer will seek a rezoning for the Site to permit residential development. Respondents should identify the land use actions, including a rezoning and any zoning special permits or authorizations that would be necessary to facilitate their proposed Projects in the Proposals, being mindful of the surrounding zoning and land use context. Respondents should prioritize the achievability of the Project Goals, primarily the inclusion of commercial and/or community facility uses to support maximum affordability, in any proposed rezonings. (See Approval Process below for more detail on the Uniform Land Use Review Procedure (ULURP) and certain additional necessary actions associated with rezoning.)

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 any Proposals for the Site, Respondents should consult the use regulation text set forth in the 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.

Flood and Environmental Resiliency

A review of flood zone data (EDR, 2014a) indicates that the Site is located outside of the 100- and 500-year flood zones; however, Respondents are encouraged to consider whether resiliency measures would be appropriate for the Project.

Lincoln Tunnel

Due to the Sites proximity to the Lincoln Tunnel and possible limitations that may be imposed by its physical layout, Respondents are strongly encouraged to identify the extent to which the Lincoln Tunnel may impose any site constraints that may impact the Project (including, without limitation, excavation work and the design and construction of building foundations). This information may be obtained by contacting the Port Authority of New York/New Jersey.

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Map 3: Zoning

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Map 4: Land Use

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Transportation & Access

The Site is five blocks north of the 7 trains newest station at 34th Street and 11th Avenue set for completion in third quarter 2015 (see Figure 2). The 7 train line will provide the Site with connections to the 1, 2, 3, 4, 5, 6, A, C, E, B, D, F, M, G, S, N, Q and R trains.

For more information on the 7 train extension please visit: http://web.mta.info/capital/no7_alt.html.

At present, several bus and subway lines are within one mile of the Site. The M34 Select Bus Service provides crosstown access on 34th Street. The nearest M34 stop is located at 34th Street and 11th Avenue, 0.3 miles from the Site. The Site is approximately 0.7 miles from New York Penn Station and 0.6 miles from the Port Authority Bus Terminal, which provide numerous connections via bus, subway, New Jersey Transit, Long Island Rail Road and Amtrak to areas throughout the five-boroughs, tristate area and beyond.

The Hudson River Greenway runs the length of the west-side of Manhattan from Battery Park to the George Washington Bridge, providing easy access to several neighborhoods by bike. The Hudson River Greenway can be accessed from West 40th Street 0.2 miles from the Site. A Citi Bike dock is located one block north of the Site at West 41st Street and 11th Avenue.

Figure 6: The 7 train's newest station at 34th Street and 11th Avenue

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Map 5: Transportation

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DEVELOPMENT PROGRAM

NYCEDC seeks Proposals that meet the Hells Kitchen communitys objectives, maximize affordable housing opportunities, and ensure a thriving, diverse neighborhood on Manhattans Far West Side. NYCEDC strongly encourages Respondents to review and incorporate Manhattan Community Board 4s recommendations for this Site, available in the Site File. However, Respondents should prioritize striving for maximum housing affordability, with the goal of reaching 100% affordability, financed by other uses in the development program, such as the commercial and/or community facility uses in the Project.

Housing Program

Respondents should review the neighborhoods demographic composition, housing stock, tenure profiles and other characteristics of the community in which the Site is located and propose an affordability program that contributes to the neighborhoods economic diversity. Demographic data is available in Appendix F of this RFP; however, Respondents are encouraged to conduct research independently of what is provided and should note that more recent data may be available.

Respondents should maximize the percentage of affordable units, and the range of affordability for those units, to be provided on the Site. The Proposals should include the maximum feasible number of affordable units that can be financed from the income received by the commercial uses and/or community facility spaces. The affordable units should be at a variety of income bands and should not exceed 165% of AMI. Proposals that have a maximum of 15% studio units and a minimum of 15% three-bedroom units are strongly preferred.

Among other criteria, NYCEDC and HPD will evaluate proposals based on the feasibility of the applicants plan to maintain long-term affordability of residential units through cross-subsidy from the commercial and/or community facility uses without ongoing public subsidy.

Respondents should review the Affordable Housing Requirements located in Appendix G.

Commercial Program

This Project is a unique opportunity to leverage the growth of Hudson Yards as an emblem of New Yorks changing office environment. Commercial uses are an integral part of the Hudson Yards area. Office uses in particular, play a significant role in the development of Manhattans Far West Side. At present, twenty-million square feet of office space is planned or underway. Demand for this office space is growing and evident in some of the major lease signings in the Hudson Yards area including: LOral, the cosmetics brand for 402,000 square feet; SAP, a software company, for 115,000 square feet and several major law firms for thousands of additional square feet. Several major new amenities including the 7 train extension and Hudson Park and Boulevard will continue to bolster demand for commercial space in the Hudson Yards area. It is projected that by 2025, the daily weekday ridership at the new 7 train station will have reached 119,000 (compare to todays average daily ridership of 158,000 at Grand Central Terminal).

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The Hudson Park and Boulevards first phase opening in September 2015, will not only bring much needed open space to Manhattans Far West Side, but will serve as a connector between Chelsea and Times Square easing transitions and commutes for employees.

The next generation of employees seeks work environments that integrate the type of open space, amenities, and transit access that will be features of Hudson Yards. Recent growth in Midtown South, Downtown Brooklyn and the Financial District has indicated that high-value commercial developments can be created by integrating uses and amenities and prioritizing accessibility and connectivity. Respondents should emphasize how the Former Slaughterhouse Site can further these principles.

Proposals submitted should strive for maximum housing affordability, with the goal of reaching 100% affordability, financed by other uses in the development program, such as the commercial and/or community facility uses in the Project. Given concerns expressed by the local community during the pre-RFP process, hotel uses are strongly discouraged. Preference will be given to Proposals that contain a grocery store below-grade or on the ground floor. Respondents are also encouraged to leverage synergies with the adjacent Javits Center, such as expanding facilities and providing additional amenities to the many thousands of visitors to the Javits Center each year.

Community Facility Program

As Manhattans Far West Side experiences tremendous growth, there is also a critical need for new community facilities. Respondents should consider both local community needs as well as city-wide demographic trends in proposing any community facilities.

For example, twenty-one percent of the Sites zip code (10018) is aged forty-five and over, and as trends indicate, will seek to age in-place, but will require the support services to do so. Or, as an extension of the Times Square/Broadway Arts Cluster, many actors, dancers and other artists rely on the area for rehearsal and performance space; but find that there is a lack of affordable space available. Another vital need is for dormitories aimed at the growing student population in New York City. Dormitory housing may be considered a community facility.

Respondents are not limited to the aforementioned examples and are encouraged to propose other uses that will meet community needs.

Parking

Proposals are required to replace on site or relocate off site fifty-five (55) NYPD Parking Spaces. Proposals should contain a detailed plan for securing use of and, if necessary, building-out the lot for the permanent location as well as a temporary location for the duration of the construction period (if the intent is to return the spaces back to the site within the development program). In order to determine the impact of the parking requirements to the Proposal, Respondents are also asked to include an alternate scenario that does not account for the replacement or relocation of NYPD Parking Spaces. Please see Appendix I of this RFP for a description of the requirements of the NYPD Parking Spaces.

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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.

Affordable Housing Financing

The Respondents proposed financing may not 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. For the purposes of this RFP, tax-exempt bond financing will not be considered a competitive funding source and may be included in a Respondents financing scenario in accordance with NYSHFA/HDC standard practices.

Affordable Real Estate for Artists

To help low-income artists thrive in New York City, the City will work with developers, cultural partners, housing agencies, and the philanthropic community to create 1,500 affordable live/work housing units for artists and 500 below-market workspaces for the cultural community. City support for this will include $30 million from the Department of Cultural Affairs over the next decade and the conversion of City-owned assets for select projects. Respondents are permitted to request City Capital funding to support cultural space as a programmatic component within the Project.

Real Property Taxes

The Site 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 the Projects eligibility.

Respondents should indicate in the Proposal the tax exemption and abatement program(s) for which the 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 the Projects eligibility to receive these benefits.

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APPROVAL PROCESS

The disposition of the Site is subject to, and may require, certain approvals including, but not limited to, the following:

City Environmental Quality Review (CEQR) The Site may require environmental review under CEQR. It will be the Developers 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) The lease and any other land use actions required for the Project are subject to approval under the New York City Charters (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 Manhattan Community Board 4 and Manhattan 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, NYCLDC.

Compliance with the requirements of the Public Authorities Accountability Act is also required.

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PROPOSAL REQUIREMENTS

NYCEDC has established a streamlined set of submission requirements. In reviewing the below, please also refer to Appendix A for a list of tabs each Proposal must contain. Project Description

The Project description must include a detailed narrative of the Project, including:

Development plan, including type and size of development;

Proposed uses; o Breakdown of all residential units by type and affordability (the income and

rent/sale levels contemplated and the duration of affordability); o Breakdown of all commercial and community facility spaces proposed (including

a list of potential and committed tenants);

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 Respondents proposed affordable housing program contributes to the Citys goal of fostering economically diverse neighborhoods.

Employment generation projections (direct and indirect, construction and permanent jobs) must also be supplied.

NYPD Parking plan, Respondents are also asked to include an alternate scenario that does not account for the replacement or relocation of NYPD Parking Spaces.

Respondent Description

Respondents must demonstrate sufficient financial resources and professional ability commensurate with their Proposals. Each Proposal must provide the following:

Description of each member of the Respondents team specifically describing the members relationship to the Proposal;

Respondents 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 a partnership or joint venture is proposed between entities, the entities must submit details of the arrangement by attaching a draft partnership or joint venture agreement or a similar document to the Proposal.

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 Respondents 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 Respondents team with mixed-use projects of this scope in the City. Resumes and portfolios of past projects should be provided in electronic format only;

Respondents experience managing projects of similar size, scope, and type in the City through the completion of Form D2 and Form D3 located in Appendix H; and,

Respondents previous three (3) years of audited financials in electronic format only;

Any additional documentation that will support the Proposal.

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Consideration

Lease rents must be expressed in a fixed, non-contingent dollar amount. Respondents should also propose a security deposit. Respondents financial offer should assume that the Site 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 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.

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 the 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 must be included. Letters must be dated no earlier than two (2) months from the date of submission of the Respondents 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.

Tenant/Operator Interest Respondents must 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.

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Site Plan & Architectural Design

Respondents must provide architectural plans and renderings and a narrative description outlining the Respondents design approach and rationale. Proposals are required conform to HPD Design Guidelines for New Construction, 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 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;

Description and location of all public improvements, including open space and landscaping, if applicable;

Building height and massing diagram/plan;

Stacking plan showing proposed uses by floor;

Site plan/street level floor plan showing all components of the Project, means of egress, and any other uses; and

All renderings to be provided in electronic format on flash/thumb drive.

Sustainable Development & Active Design

NYCEDC supports the Citys agenda for environmentally sustainable and energy efficient development and building design.1 Accordingly, as part of their Proposals, Respondents must include a narrative describing how the Project will fulfill these goals and how the Respondent intends to obtain at least minimal LEED Silver certification(s) for the Project from the U.S. Green Building Council.

The Developer will be expected to make commercially reasonable efforts to obtain such LEED certification(s) for the proposed Project (excluding the affordable housing components of the 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

1 Mayor de Blasios 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 Mayors 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 Citys buildings by 30 percent by 2025. The report also notes that reducing energy use in buildings can help address the Citys affordable housing crises by reducing utility costs for the growing share of New Yorkers who are becoming rent-burdened.

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energy systems or to pilot emerging energy technologies in their proposed Projects as a means to provide case studies to increase market adoption of promising technologies.2

The Developer will be required to achieve certification through the Enterprise Green Communities program for the affordable housing component of the Project. For more information, see Appendix G 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.

Pedestrian safety and traffic calming are of particular importance at this Site. Respondents are encouraged to consider physical design measures where appropriate to calm traffic and promote pedestrian safety.

The Active Design Guidelines and Affordable Designs for Affordable Housing can be found at http://www.nyc.gov/html/doh/html/environmental/active-design.shtml. Zoning Calculation

Respondent 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 the public approvals required should be accounted for in the proposed development schedule.

Schedule

Respondents must provide a development schedule for the entire proposed development. Schedules should include, at a minimum, the following tasks/milestones: commencement of environmental analysis, EIS scoping, DEIS completion, ULURP certification, all ULURP approval milestones, commencement of design, completion of design, permitting, demolition and site preparation, construction commencement, construction completion, marketing period, occupancy and stabilization. Respondents should discuss how they will be held accountable for such dates and contingencies, if any, to the schedule.

2 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

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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 Citys 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.

The target Participation Goal for the Contract/Lease is 20 - 35%. Respondents must submit a plan to address M/WBE participation in the Project during the design and construction components of work related to the Proposal (M/WBE Participation Proposal). See Appendix C 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 the target

population (the 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 Opportunity3 with opportunities for training and employment during the Construction

Phase (as defined below) of the Project. Contracts, including subcontracts, for construction work

related to the 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 the Project (whichever is earliest) and ending on the date that

a certificate of final completion is issued for the Project. The following provisions are integral to

achieve the goals of the EOP. Respondent will be expected to comply with all requirements of

the EOP applicable under the predevelopment agreement.

Respondent must submit a narrative with its Proposal setting forth Respondents plan to implement and promote the goals of the EOP (the EOP Narrative). The EOP Narrative must include:

3 A description of the income level meeting this threshold for each household size is available at:

http://www.nyc.gov/html/ceo/downloads/pdf/ceo_poverty_measure_2005_2012.pdf

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(i) Respondents plans for outreach and marketing of employment opportunities to the

Target Population, whether by Respondents own initiative or in collaboration with

contractors, subcontractors, community organizations, etc.;

(ii) Respondents 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 Respondents 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 D. The Developers 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 the 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 York4 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 the Project is a public works project.)

In cooperation with NYCEDC, pursuant to the contract of sale or lease, the Developer will also

be required to create and submit a comprehensive EOP plan (the EOP Plan) to NYCEDC, for NYCEDCs 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 D.

The Developers 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

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

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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.

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 Developers achievement of program goals.

C. HireNYC

NYCEDC recognizes the importance of creating employment opportunities for low-income persons, enabling them to participate in the Citys 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 B. Participation in NYCEDCs 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 NYCEDCs HireNYC Program. See Appendix B 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 E, 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 give preference to Proposals in which Respondents demonstrate that wages and benefits paid to all employees of

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the Respondent will meet or exceed the living wage and that wages and benefits paid to building service employees at the Site will meet the prevailing wage.

Respondents Proposal 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 Site.

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 E.

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.

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 L 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 K).

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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.

Completeness and Quality of Overall Response o Readiness and structure of Respondent and Respondents team; o Quality and completeness of Proposal and documentation; and, o Concerns, if any, regarding Respondent representations.

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 extent to which the Proposal strives for maximum affordability financed by the commercial and/or community facility uses in the Project;

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, proposed tenants, and the Proposals inclusion of a grocery store;

o The extent to which the Proposal incorporates physical design measures, where appropriate, to calm traffic and promote pedestrian safety;

o The extent to which the Proposal achieves design excellence. The following elements, among others, will be considered: site planning, street wall elevations, massing, building materials, amenities, and streetscape treatment;

o The extent to which the Proposal incorporates sustainable, resilient and active design features; and

Financial and Schedule Feasibility o Respondents demonstrated financial condition to complete the proposed

development, and the feasibility and availability of financing sources; o Respondents ability to support the financial assumptions contained within the

Proposal, including development costs, rents/sales prices, operating expenses, capital costs and debt service;

o Respondents ability and capacity to secure financing; o Maximizing lease valuation while achieving maximum public policy

objectives, primarily affordable housing; o Long term viability of operations; and o Feasibility of the proposed development schedule.

Hiring and Workforce Programs o M/WBE Participation Proposal - the Respondents proposed plans for

participation by minority and women-owned business enterprises in connection with the design and construction components of the Proposal, including the Respondents M/WBE Participation Goal;

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o EOP - Respondents proposed EOP Narrative, including the specificity and thoroughness of the narrative, Respondents plan for outreach and marketing to the Target Population, potential collaborations, and demonstrated success in administering similar programs in the past;

o HireNYC the Respondents proposed HireNYC program plan, including the degree to which Respondent demonstrates a willingness to participate in and provide resources for the HireNYC program; and

o Living Wage Requirements and Prevailing Wage Law - the Respondents 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 Respondents proposed wage and benefit amounts exceed the base living wage rate.

Respondent Qualifications and Experience o The extent of experience securing a mix of financial instruments to redevelop

urban districts through public/private partnerships; o Experience with public/private partnerships and successfully negotiating and

implementing legal agreements with NYCEDC and HPD; o The extent of the Respondents experience, in terms of number, size, type,

complexity, and scale of recent development projects built and managed; o The extent of the Respondents experience in managing mixed-use

developments; o Respondents capacity for undertaking the proposed development within the

timeframe proposed. The Respondents current workload and other pending obligations will be assessed;

o The extent of Respondents experience in rent-up, management, and/or sales of affordable housing, 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.

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 or contract of sale agreement 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 final contract of sale agreement. NYCEDC and HPD reserve the right to terminate negotiations with or without cause.

The Project legal agreements are also expected to include regulatory agreements with HPD, enforcement notes and mortgages with HPD, and other agreements.

The Respondent(s) with whom NYCEDC executes the predevelopment agreement or contract of sale agreement will become the Developer(s).

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 can occur. The predevelopment agreement or contract of sale agreement, as applicable, will provide, among other provisions, that disposition of the Site will be subject to the following:

Notice of Completion for environmental review;

Authorization by the City of the disposition of the Site pursuant to ULURP;

Authorization by the City of the disposition of the Site 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;

Developers assumption of the obligations of NYCEDC under the instrument disposing of the Site from the City to NYCEDC; and

Payment of the initial installment of lease rent or the entire purchase price, as applicable.

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

Additional Disposition Terms At predevelopment agreement execution, the Developer 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 Developer). 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, determined as follows:

$[TBD]/affordable unit (to be determined by HPD and NYCEDC)5

Reimbursement for the cost of an independent appraisal;

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 Citys, HPDs or NYCEDCs involvement in the transaction.

5 Not less than 25% paid at pre-development agreement execution (non-refundable). Balance paid at closing (may be

funded from the Security Deposit).

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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 Site, and (ii) NYCEDCs Site File, containing information regarding the Site (the Site File).

The Site File, amongst other items, contains: Phase I Report Land Use Survey Community Board 4s Letter with goals for the Site NYCEDC and HPDs response to Community Board 4s Letter

The Site File will be available for purchase for $100, or can be viewed at no cost by appointment at the offices of NYCEDC, by request to Hildegarde Williams at HWilliams@edc.nyc.

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 Respondents responsibility to conduct due diligence on the Site.

Environmental Conditions

NYCEDC does not make any representation regarding the presence or absence of hazardous materials or any other environmental conditions that may impact the value of the Site, or any future development thereon.

Closing contingencies related to environmental conditions will not be permitted. NYCEDC requires that the Developer take the Site 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 Site.

Inquiries & Submission

All inquiries regarding this RFP should be directed to: SlaughterhouseRFP@edc.nyc.

Questions will be accepted until 5:00PM on November 13, 2015. Answers will be posted on a rolling basis at http://www.nycedc.com/opportunities/real-estate-development-procurement. Answers to questions submitted by November 13, 2015 will be posted no later than November 24, 2015.

RFP & Site Information Meeting

An informational meeting will be held on September 21, 2015 at 2:00 PM at 110 William Street on the 4th floor, conference room 4A/B.

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 SlaughterhouseRFP@edc.nyc.

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People with disabilities requiring special accommodations to pick up the RFP or to attend the information meeting should contact SlaughterhouseRFP@edc.nyc.

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 December 11, 2015 at 4:00 pm. 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 Slaughterhouse RFP 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 J 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 NYCEDCs 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 .................................................................................................. August 31, 2015

RFP & Site Information Meeting September 21, 2015

Question & Answer Deadline ............................................................................ November 13, 2015

Question & Answer Response Posting .............................................................. November 24, 2015

Submission Date ................................................................................................ December 11, 2015

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APPENDIX A 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 Description

Tab 2: Respondent Description

1. Management Experience Forms D2 and D3

Tab 3: Consideration

Tab 4: Project Financial Information

Tab 5: Site Plan & Architectural Design

Tab 6: Sustainable Development & Active Design

1. Enterprise Green Communities Overlay

Tab 7: Zoning Calculation

Tab 8: Schedule

Tab 9: Hiring and Workforce Programs

Tab 10: Additional Forms

1. Statement of Acknowledgement and Agreement

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

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APPENDIX B HireNYC PROGRAM

NYCEDC recognizes the importance of creating employment opportunities for low-income persons, enabling them to participate in the Citys 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 NYCEDCs 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 (Respondents 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 B for assistance in preparing Respondents HireNYC Program.

Respondents 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). Respondents 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).

Respondents 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. Respondents HireNYC Program must include, at a minimum, the following

hiring and workforce development goals or, at each Respondents 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.

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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 skills-training or higher education opportunities to members of the Target Population.

II. Program Requirements. Respondents HireNYC Program must also include all of

the following requirements:

1. Designation of a workforce development liaison by Respondent to interact with

NYCEDC and the Designated City Agency during the course of Respondents 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;

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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 Respondents HireNYC

Program;

i. provide information related to Respondents 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 Respondents 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.

3. Commitment by Respondent to support connections to education and training. NYCEDC staff will be available to work with Respondents 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 Respondents HireNYC Program

1. Respondents 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 Respondents HireNYC Program to the same extent as Respondent is required to comply with such Goals and other requirements.

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2. Enforcement. In the event NYCEDC determines that Respondent, its tenants or subtenants, have violated any of Respondents 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 Respondents 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 Respondents 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 Agreement. The successful Respondents 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 B, must be set forth in full in each Respondents HireNYC Program.

Respondents 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 Respondents discretion, higher goals (collectively, the Goals) as outlined in the HireNYC Program Appendix B, 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 B, 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 B, 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.

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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 B,

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

i. Training required for skilled/semi-skilled permanent jobs

c. 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 C M/WBE PARTICIPATION PROPOSAL

I. M/WBE Participation Goal.

a. Participation Goal - The target Participation Goal for the Contract/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 contractors 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 subcontractors 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-

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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 subcontractors

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 Sellers/Lease Administrators

request, Respondent must promptly provide a copy of the joint venture

agreement for review and confirmation of the M/WBE partners profit

share as used in calculating credit toward fulfilment of the

Participation Goal.

II. Minority and Women -Owned Business Enterprises.

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 buyer