OPEN REQUEST FOR PROPOSALS

Fresh Kills Renewable Energy
Release Date: Tuesday, March 20, 2012 Submission Date: Thursday, May 24, 2012 Wednesday, August 15, 2012 Thursday, November 15, 2012 Friday, February 15, 2013

TABLE OF CONTENTS INTRODUCTION/OBJECTIVE ....................................................................................... 1 BACKGROUND INFORMATION .................................................................................... 2 STATE AND CITY POLICY CONSIDERATIONS .....................................................................................2 SITE DESCRIPTION ....................................................................................................... 3 PROJECT SITES ..................................................................................................................................3 SITE MAP ..........................................................................................................................................5 DEVELOPMENT CONTROLS ........................................................................................ 6 ZONING .............................................................................................................................................6 NYSDEC REQUIREMENTS FOR CLOSURE AND POST CLOSURE CARE ...............................................6 DISPOSITION AND LEASE PROCESS ......................................................................... 7 PUBLIC REVIEW PROCESS/ENVIRONMENTAL REVIEW ......................................................................7 RELATIONSHIP OF RENEWABLES PROJECT TO ANTICIPATED MAPPING OF THE PARK........................8 PRE-LEASE AGREEMENT, LEASE, AND FEES .....................................................................................8 PROPOSAL REQUIREMENTS ...................................................................................... 9 A. B. C. D. E. F. G. PROJECT DESCRIPTION ...........................................................................................................9 SITE PLAN AND ARCHITECTURAL DESIGN ............................................................................11 RESPONDENT DESCRIPTION ..................................................................................................11 LEASE PROVISIONS ...............................................................................................................12 FINANCIAL INFORMATION ....................................................................................................12 ZONING CALCULATION ........................................................................................................13 STATEMENT OF AGREEMENT ................................................................................................13

SELECTION CRITERIA ................................................................................................ 13 DEVELOPER DUE DILIGENCE ................................................................................... 13 SITE INFORMATION FILE .................................................................................................................14 OPEN REQUEST FOR PROPOSALS (O-RFP) PROCESS ......................................... 14 SAMPLE O-RFP TIMELINE ..............................................................................................................16 INFORMATIONAL MEETING/SITE VISIT .................................................................... 17 CONDITIONS, TERMS AND LIMITATIONS................................................................. 17 SUBMISSIONS ............................................................................................................. 17 FURTHER INFORMATION ........................................................................................... 18 APPENDIX 1: SAMPLE PROJECT TIMELINE ............................................................ 19 APPENDIX 2: NYSDEC REQUIREMENTS FOR CLOSURE AND POST CLOSURE CARE ............................................................................................................................ 20 APPENDIX 3: CEQR/ULURP DESCRIPTION AND FEE SCHEDULE ........................ 22 APPENDIX 4: NYCEDC BACKGROUND INVESTIGATION FORM ........................... 29 1

APPENDIX 5: LOCAL LAW 34 FORM ......................................................................... 40 APPENDIX 6: ECONOMIC DEVELOPMENT BENEFITS ........................................... 44 APPENDIX 7: CONDITIONS, TERMS AND LIMITATIONS ......................................... 48

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INTRODUCTION/OBJECTIVE
The New York City Economic Development Corporation (“NYCEDC”), on behalf of the City of New York (“the City”), is seeking proposals for the long-term lease of approximately 75 acres of land on and adjacent to the former Fresh Kills Landfill 1 in the borough of Staten Island (the “Site”). Specifically, NYCEDC and the New York City Department of Environmental Protection (“NYCDEP”) seek proposals for the ownership, design, construction, and operation of utility-scale installations of solar and wind energy facilities (the “Project”) in coordination with the planning of the future Freshkills Park. The generated energy and other products from the Project will inure to the benefit of the selected respondent and may be sold or otherwise transferred to third parties for value. NYCEDC and NYCDEP intend to select a developer, a development team, or multiple developers, based on the responses to this Open Request for Proposals (“O-RFP”). A successful response to this O-RFP will accomplish the following goals: • Maximize the energy yield per acre (kwhr/acre) • Generate low- to zero-carbon energy at some or all of the specified locations • Demonstrate the ability to develop utility-scale renewable energy in a dense urban environment • Offset air emissions while allowing for on-going post-closure landfill monitoring activities • Maintain the integrity of landfill environmental infrastructure, including the final cover system • Maintain access for adjacent park uses and through integrated design provide a potential forum for educating the public on alternative renewable energy sources This request for proposals is issued as an Open-Request for Proposals. An O-RFP is a rolling process that allows respondents to submit proposals at any time to be reviewed on or before quarterly submission dates (each a “Submission Date”). NYCEDC and NYCDEP may commence negotiations with one or more respondents at any time. On any given Submission Date, NYCEDC and NYCDEP may elect to close the O-RFP to additional respondents. Please see the OPEN REQUEST FOR PROPOSALS PROCESS section for further information. Each party submitting a proposal in response to this O-RFP is referred to herein as a (“Respondent”) and the Respondent(s) that are ultimately selected for the Project through this ORFP process are referred to herein as the “Developer.” An estimated project timeline can be found in Appendix 1.

Fresh Kills Landfill is owned and operated by the City, regulated by the New York State Department of Environmental Conservation (“NYSDEC”), and managed by the NYC Department of Sanitation (“DSNY”) for closure and post-closure monitoring activities. The NYC Department of Parks & Recreation (“NYCDPR”) has responsibility for the development of Freshkills Park. The selected respondent will need to coordinate the development of this project with the New York City Department of Environmental Protection (“NYCDEP”), NYCEDC, DSNY, NYCDPR, NYC Department of Citywide Planning and other City agencies as appropriate.

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BACKGROUND INFORMATION
The City currently has roughly 8 megawatts of solar photovoltaic capacity and less than 50 kilowatts of wind energy. In-city locations, such as brownfields and closed landfills, can provide sufficient acreage to support utility-scale solar and wind installations that would significantly boost in-city renewables and reduce air emissions by offsetting generation from the dirtiest peak plants during hot summer days. The Project has the potential to more than double the installed renewable energy capacity in the City, be the first utility-scale electrical installation on New York’s landfills, and play a substantial role in helping the City meet its greenhouse gas reduction goals. Moreover, the Project demonstrates how former landfills can meet renewable energy generation objectives. This O-RFP targets maximizing renewable electric generation on seven sections of the former Fresh Kills Landfill. Approximately 75 acres are being offered to a private developer for solar and wind energy development. The Developer will be responsible for all costs of designing, installing and operating the renewable generation sought in this O-RFP, including any interconnection, permitting or compliance costs. Respondents should structure their proposals, including the sale of capacity, energy or ancillary services derived from renewable generation and proceeds from renewable generation programs, in a manner that makes the Project financially feasible. It is the Developer’s responsibility to identify purchasers or transferees for the generated electricity and other products produced by the Project. The Developer may retain the electricity in order to meet its own sustainability or energy goals, sell the electricity into the New York Independent System Operator (“NYISO”) market, and/or enter into a power purchase agreement with another entity for profit. The City does not currently intend to procure the generated electricity from the Project. State and City Policy Considerations As part of its 2009 Energy Plan, New York State adopted the goal of meeting 30 percent of its total electricity demand through renewable resources by 2015. Since then, the New York State Public Service Commission (“NYSPSC”) has, through its Renewable Portfolio Standard (“RPS”) proceedings, established funding for renewable resources consistent with that overall objective. In addition, the New York State Energy Research and Development Authority (“NYSERDA”), in conjunction with the NYSPSC, has expanded the focus of RPS to include solar energy applications in NYISO Zones G, H, I and J. Moreover, there has been effort in the State Legislature to establish a specific solar component for this overall initiative. The development of in-city renewables represents a geographically important element of the State’s overall renewable resource objective. The City fully supports these efforts. Indeed, PlaNYC, as well as NYCDEP’s Strategic Plan, commit the City to fostering the development of innovative energy projects in and around New York City, including renewable power. As such, the City will accordingly assist the Developer in preparing applications that are consistent with various municipal requirements. Respondents are responsible for determining their eligibility for all incentives and credits. 2

SITE DESCRIPTION
The Fresh Kills Landfill (“Fresh Kills”) is a 2,200 acre inactive landfill located on the west shore of Staten Island, abutting the City’s border with the state of New Jersey. Fresh Kills operated as the City’s principal municipal solid waste landfill, receiving approximately 23,500 tons of household and municipal solid waste per day between 1948 and 2001. A 1996 state law mandated that solid waste landfill operations cease at Fresh Kills by December 31, 2001; landfilling subsequently ended on March 22, 2001. Fresh Kills was temporarily used for the disposal of materials after the attacks of September 11, 2001; during this time, no other materials were brought to the Fresh Kills. In 2006, after five years of public planning, the City issued the Draft Master Plan (the “Plan”) for the development of Freshkills Park (the “Park”). The Plan outlines the City’s myriad goals for the Park—recreational, educational, environmental, transportation, cultural—and outlines a longterm plan to implement Fresh Kills’ transformation. 2 Among the objectives for Fresh Kills’ transformation is harnessing solar, wind and other types of renewable power. Since 2006, the NYC Department of Parks & Recreation (“NYCDPR”) has been working to bring that vision to reality, including developing a portion of the Park as a location for renewable energy production. The renewable energy uses described in this O-RFP will be located within certain defined sections of the area to be mapped as the Park and will be specially designated for renewable energy activity. At present, Fresh Kills is owned and operated by the City, regulated by the New York State Department of Environmental Conservation (“NYSDEC”), and managed by the City Department of Sanitation (“DSNY”) for closure and post-closure monitoring activities. The land offered for development in this O-RFP is in post-closure monitoring phase. Project Sites The Project will be located on the Arthur Kill Road Site, the South Site, and the East Site of Fresh Kills for solar development and four distinct turbine locations (the “Fresh Kills Renewables Sites”). (Please see Site Map.) A total of approximately 70 acres within the Fresh Kills Renewables Site are available for solar development. The table below delineates the acreage for each of the solar Fresh Kills Renewable Sites:
Fresh Kills Renewable Site South Site East Site Arthur Kill Road Site (off landfill) Total Area Available
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Approximate Area for Solar Development (Acres) 23 28 19 70

The Plan may be viewed at http://www.nyc.gov/html/dcp/html/fkl/fkl4.shtml.

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Four separate locations are designated for wind-energy generation, each approximately 1-2 acres in size. These are indicated on the Site Map. Note that all locations for development of solar and wind energy facilities, as depicted on the Site Map, are approximations and subject to minor changes as the Project proceeds through required City and State reviews. A Site Map in CAD format is available in the Site File. The South Site and Turbine Site #1 have been closed and capped since 1997; the East Site, Turbine Site #2, and Turbine Site #3 have been closed and capped since 2011; Turbine Site #4 was closed in 1992 and capped in 1997; the Arthur Kill Road Site was never used as an active landfill and does not contain final cover, but does contain monitoring wells and functions as a compliance buffer zone. The Project’s power production capacity relies upon interconnection capacity with Con Edison. At this time Con Edison has indicated that interconnection at 13 kV is limited to a maximum 20 MVA. The final determination of the capacity magnitude and location of the Con Edison interconnection is determined solely by the results of the Con Edison Interconnection Study. The Developer is responsible for coordinating its design with Con Edison in this effort. Respondents may submit solar proposals for projects on one, two or all three of the solar Fresh Kills Renewable Sites. Additionally, Respondents may submit wind proposals for projects on one, two, three or all four of the wind Fresh Kills Renewable Sites. The City reserves the right to select one or more Respondents for the seven locations. As described in greater detail below, the Fresh Kills Renewables Sites are part of an area that will be included a future park mapping action. It should be noted, however, that all portions of Fresh Kills currently mapped as parkland are not available in the O-RFP for development. As such, the term “Fresh Kills Renewables Sites,” as used in this O-RFP, do not include any currently mapped parkland.

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Site Map

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DEVELOPMENT CONTROLS
Zoning The Arthur Kill Road Site is zoned R3-2 and is located within the Special South Richmond Development District (“SRD”). R3-2 does not permit commercial energy generation, and SRD sets a height limit of 50 feet for all structures but provides a special permit to exceed that limit. 3 The East Site, Turbine Site #2 and Turbine Site #3 are zoned R3-2, which does not permit commercial energy generation, and is not located within the SRD. The South Site and Turbine Site #1 are zoned M1-1, which allows for energy generation only if enclosed within a building. These sites are also located within SRD and are subject to the height limit of 50 feet for all structures, but are eligible for a special permit to exceed that limit. Turbine Site #4 is zoned M1-1, which allows for energy generation only if enclosed within a building. The SRD was approved by the City in the mid-1970s to guide future development and land use in the South Richmond area of Staten Island. Under the SRD, changes in topography are limited to two feet (minimizing impacts to trees, lakes, and other natural features); the SRD also provides for the clustering development to maximize the preservation of natural features. As described in greater detail in the DISPOSITION AND LEASE PROCESS section, the public review process necessary for the Project will include discretionary zoning actions(s) for the Fresh Kills Renewables Sites. NYSDEC Requirements for Closure and Post Closure Care In accordance with the requirements of the State of New York 4 the closure of the Fresh Kills Landfill is subject to the provisions of a Closure Plan and Post-Closure Monitoring and Maintenance Operations Manual (“PCMMO”). The Final Closure Plan includes a summary description of the landfill’s environmental control systems, post-closure care requirements, and original end use plans. All proposed changes to use of the property must be analyzed in a Request for Change in End Use Report that demonstrates compliance with state regulatory requirements, including 6 N.Y.C.R.R. Part 360-2.15(k)(9). The PCMMO includes performance requirements for all environmental control and monitoring systems, including final cover and drainage systems; operation and maintenance of the leachate treatment plant, the leachate containment and collection system; the landfill gas collection and control system, stormwater management systems, the groundwater and surface water monitoring programs, the landfill gas migration and surface emissions monitoring program, and the
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See NYC Zoning Resolution §§ 107-01. Relevant requirements include 6 N.Y.C.R.R. Part 360 and the Order on Consent between NYSDEC and the City dated April 24, 1990, as modified (DEC Case No. D2-9001-89-03).

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inspection, reporting and maintenance requirements for the final cover and drainage systems. It also contains schedules and procedures for all post-closure care activities. In addition, renewable energy production on Fresh Kills is considered a Change in End Use by NYSDEC, presenting additional regulatory consideration during environmental review: DSNY and NYCDPR each have State Pollutant Discharge Elimination System (“SPDES”) permits that govern their respective construction and operations activities. The Developer will need to comply with the applicable discharge limitations for construction of renewable energy infrastructure on the South and East Sites. Pending discussions with NYSDEC, a SPDES General Permit for Stormwater Discharges from Construction Sites may also be required for the Arthur Kill Road Site. 5 The City, in coordination with NYSDEC, will determine any additional compliance costs to the City, financial risks and/or any changes to the Final Closure Plan necessitated by the Project. The City and/or NYCEDC may require the Developer to bear any such additional costs. As noted in the PROPOSAL REQUIREMENTS section below, the City will assist the Developer in completing an application for the Project that is consistent with these regulatory requirements. Please see Appendix 2 for a Full Description of the NYSDEC Requirements for Closure and Post Closure Care. In addition, please review the Site File for the Final Closure Plan, the Order on Consent, the PCMMO, and the DSNY and NYCDPR SPDES permits.

DISPOSITION AND LEASE PROCESS
Public Review Process/Environmental Review Disposition of City-owned land is generally subject to the City’s Uniform Land Use Review Procedure (“ULURP”) (Sections 197-c and 197-d of the New York City Charter). It is anticipated that the City will enter into a long-term lease with NYCEDC for the Fresh Kills Renewables Sites, and NYCEDC will in turn enter into a long-term sublease covering some or all of that property with one or more Developers for the Project. Dispositions accomplished through NYCEDC are also subject to City Charter Section 384(b)4 and the approval of the NYCEDC Board of Directors for public review of the business terms. In addition, dispositions of City property, zoning changes and development of Fresh Kills are subject to environmental review pursuant to the State Environmental Quality Review Act and/or the Rules of Procedure for City Environmental Quality Review. Furthermore, all long term leases are subject to the review of the Public Design Commission (“PDC”). The PDC reviews permanent works of art, architecture and landscape architecture proposed on or over City-owned property.
DSNY’s SPDES permit cannot be used to authorize new construction on the East or South Mound sites. The facility SPDES permit only authorizes landfill maintenance projects on the mounds, though it does establishes provision for off-mound construction, such as the Arthur Kill Road Site.
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Anticipated Zoning Actions It is anticipated that NYCEDC, appropriate City agencies, and the Developer will initiate the various ULURP actions, including, but not limited to, the park mapping, disposition, South Richmond special district actions, and rezoning. The City will assist in any environmental review that is necessary in conjunction therewith. The financial responsibility for the costs of land use and environmental review associated with the Project and any necessary PDC-related costs will be apportioned to each Developer. Once specific actions have been determined, additional land use and environmental review may be required by the Developer. Fee schedules for ULURP and environmental review can be found in Appendix 3. The public review process necessary to facilitate the Project will include discretionary zoning actions(s) for the Fresh Kills Renewables Sites. For projects within the SRD, the City Planning Commission will review site development and alteration proposals to ensure compliance as set forth in the SRD. This process will run concurrently with the mapping of the Park. In addition, it should be noted that the City is awaiting a vote by the City Council on a “Zone Green text amendment” that would allow solar development in commercial and manufacturing zones; unenclosed solar will be allowed at the South Site if the amendment is approved. The City Planning Commission is expected to vote on June 28, 2012, on the text amendment, after which the City Council will have 50 days to vote. Recommendations from Community Boards and Borough Boards have, on the whole, strongly favored the proposal. Relationship of Renewables Project to Anticipated Mapping of the Park Fresh Kills is being transformed into the Park by NYCDPR, and the ULURP review to develop the Project will be integrated into the process to map the new Park. The Fresh Kills Renewable Sites will be included in the mapping of the Park with geographically specific notations providing that the use and leasing thereof, in identified portions of the Park, for renewable energy use, is permissible. It is anticipated that the areas of the Park available for renewable energy development (i.e. the Fresh Kills Renewable Sites) will be limited by specific identification. It is expected that the initial parkland mapping and related ULURP actions will be approved concurrently in one set of approvals. Pre-Lease Agreement, Lease, and Fees Due to the outstanding permitting, approvals, and due diligence requirements prior to lease execution, it is anticipated that the Developer and NYCEDC will execute the Pre-Lease Agreement outlining the responsibilities of the parties prior to lease commencement (the “PreLease Agreement”). Attached to the Pre-Lease Agreement will be a fully negotiated Lease (the “Lease”). The Pre-Lease Agreement will include, without limitation, responsibilities with respect to environmental review of the Site, and other conditions precedent to Lease execution. The Pre-Lease Agreement shall obligate both parties, as applicable, to take the actions needed to complete the steps to Lease execution. All due diligence items must be prepared at the sole cost and expense of the Developer unless specifically provided otherwise in the Pre-Lease 8

Agreement. Upon submission to NYCEDC, all work product(s) shall become property of NYCEDC. The Developer’s due diligence expenses are non-refundable and such expenses will not be credited towards any payments due under the Lease. The Lease will only be executed after the conditions precedent to Lease signing are completed, as set forth in the Pre-Lease Agreement. Each Respondent’s proposal will inform NYCEDC and NYCDEP’s selection of Respondents to participate in non-exclusive negotiations with respect to the Pre-Lease and Lease. The Developer must reimburse NYCEDC for any costs incurred by NYCEDC and associated with environmental review and public approvals specifically related to its project. These costs cannot be used to offset base rent. An Administrative Fee of $250,000 is due upon Pre-Lease Agreement execution. Subsequent to Lease execution, an Annual Lease Administrative Fee of $20,000, increasing 3% per annum, is due. All of the fees and costs set forth above, along with the costs of all other due diligence items, shall be paid solely by the Developer.

PROPOSAL REQUIREMENTS
Each complete proposal must contain the following elements: A. Project Description The Project description must include a detailed narrative describing the following aspects. 1. Respondent qualifications a. Financial—Respondent’s financial strength and available resources b. Technical and operational—description of projects of similar scope and complexity that Respondent has completed and is currently operating 2. Energy harvest density a. Energy density—projection of anticipated annual energy production b. Installed capacity—description of total installed capacity of the project 3. Implementation timeline a. Engineering/permitting—Gantt chart with task descriptions, labor estimates by task, and total duration of major permit and design elements b. Construction—description of project staging, site protection, and installation methods planned for the installation of the equipment c. Operations—operation and maintenance plan for the facility, including narrative description of individual tasks and annual labor hours 4. Energy infrastructure closure plan a. Technical life of plant—list the major equipment and systems with the 9

anticipated technical (useful) life and required maintenance b. Lifecycle refurbishing schedule—list the major equipment and systems and describe the planned replacement/refurbishment schedule c. Site restoration plan—narrative of process and end result of site decommissioning and restoration 5. Design a. Visual impact—rendering of the project as viewed from a distance as well as from up close b. Security/public access—description of the access control concepts intended to be used on this project, such as fencing/boundary descriptions, lighting, cameras and any other security measures c. Landscape and site design—description of the roadway, drainage, lighting, and landscaping concepts intended to be used on this project d. Energy system structural design—description of the foundation and structural concepts intended to be used on this project e. Utility interconnection—description of the site energy collection and utility interconnection concepts intended to be used on this project f. Interface with the public—description of how the installation, including fencing, will be integrated into the landscape of the Park and will not interfere with the public’s enjoyment of the rest of the site, and description of the potential for public education regarding renewable energy 6. Change in Landfill End Use As discussed above all proposed changes to use of the property must be analyzed in a Request for Change in End Use Report that demonstrates how the final cover system, including vegetation, and other environmental infrastructure will be protected during construction and operation, access for post closure care activities will remain unimpeded, and that all proposed modifications comply with 6 N.Y.C.R.R Part 360-2.15(k)(9). Respondents should submit an explanation of how their proposals would impact the Fresh Kills Final Closure Plan. Respondents should pay particular attention to the sections of the Post-Closure Monitoring and Maintenance Report on Landfill Gas Controls and Final Cover and Drainage Systems. Discussion of access routes should include the location of the connection points, as this could have a bearing on the extent of the properties to be leased. Procedurally, the Request for Change in End Use must be made by DSNY to NYSDEC. However, the proposed modifications to the closure and post closure care plans would be developed by the Respondents and will be subject to DSNY’s approval prior to submitting them to NYSDEC. 7. Environmental Impacts Respondents should demonstrate a clear understanding of the existing and 10

anticipated site conditions, and regulatory frameworks that will govern the implementation and operation of the project during post closure operations and the development of the park. Proposals should include a strategy for ensuring that the project will not disturb the integrity of the environmental infrastructure, interfere with DSNY’s access to it, or cause potential harm to park visitors. Developer will be responsible for all environmental testing, permitting and compliance. To the extent possible, Respondents should identify the regulatory and permit conditions relevant to their proposals, potential conflicts between the project and existing permit conditions, and variances that might be required. B. Site Plan and Architectural Design Respondent should provide schematic drawings for the proposed development including site use plans. Drawings must indicate the graphic scale. Respondent Description Each Respondent must demonstrate sufficient financial resources and professional ability to develop the Site in a manner consistent with its proposal. In addition, each entity must complete and submit a NYCEDC Background Investigation Form, a copy of which is attached as Appendix 4 and a Local Law 34 form, which is attached as Appendix 5. Each proposal must include a description of the management and/or development team, including: • The intended form and structure of any proposed partnership or joint venture must be clearly explained and a chart/diagram of the development entity, showing structure (percentages) of the entity’s ownership and investment, must be included. Name, address, telephone number and qualifications of each member of the development team, as well as the lawyers and other professionals, as appropriate, who will be involved in this project. Respondents must provide the Federal EIN numbers of the development entity. Background information on all members of the Respondent’s team, including the relevant experience of all principal members thereof and their availability for commitment to the Project. This information must be submitted for every participant in a joint venture. If available, the latest credit report for each of the principals and any relevant business entities and the most recent financial statements for the development entity and each of its principals. Certified net worth statements must be submitted for every participant in a partnership or joint venture. Any additional documentation or information evidencing the strength of the 11

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Respondent and its ability to complete the Project. D. Lease Provisions Lease Terms Respondents should propose annual ground lease payments. Proposed payments must be expressed in fixed, non-contingent dollar amounts; key lease provisions, such as escalation, term, and renewal options should also be indicated. As required by the New York State Public Authorities Accountability Act, final negotiation of a ground lease rental rate will be subject to an appraisal, and the rental rate will be the higher of the Developer’s offer or a rental rate indicated by the appraised value. The appraised value of the Site will be determined through an independent appraisal commissioned by NYCEDC and NYCDEP and paid for by the Developer. Respondents’ offers for the Site should assume that it will be leased in “as-is” condition. Payments in Lieu of Taxes (“PILOT”) The amount of PILOT due under the ground lease shall be the equivalent amount of ordinary real estate taxes, subject to reduction due to any as-of-right exemption or abatement that would be applicable if the Developer were fee owner of the Site. It is the Developer’s responsibility to demonstrate that it would meet the criteria of any such exemption or abatement. For more information on economic development benefits, please see Appendix 6. E. Financial Information Please submit the following: • Pro forma cash flows, in hard copy and in soft coded Excel format on computer disk for the development, lease-up, and project operation periods utilizing the following categories: (i) Development Costs: Design & Permitting Fees, Direct Construction Cost; (ii) O&M Costs: Debt Service Payment, Principal Payment, Depreciation, Refurbishment Capital Cost, Operation & Maintenance Expense, Land Lease Costs, Performance Bond Cost, Insurance, Regulatory Fees, Property Tax, Sale Tax and Other Costs (specify); and (iii) Revenues: Energy Sale Revenue, Renewable Energy Credit Revenue, Capacity Credit Revenue, Salvage Revenue, Economic Development Grants & Abatements and Other Revenues (specify). The cash flow study should include details of any as-of-right or discretionary real estate tax, other tax, energy, or other governmental benefits assumed in the model. NOTE: Indicate clearly if the proposed project is contingent on the receipt of assumed governmental benefits. The cash flows should include a section outlining all assumptions on which all calculations were based. This data should extend out to 20 years of operations from stabilization and include all necessary capital improvements over time, and reserves and debt service payments associated with the financings. • Construction sources and uses of funds, including details of equity and financing sources and a break out of all soft and hard costs and development and financing fees to be paid on the “uses” side. Please clearly indicate escalation rates to 12

account for any increases in construction costs in your budget or contingencies. • • • Permanent sources and uses of funds including details of equity and financing sources and all development fees and financing fees to be paid. Letters of interest and/or intent from equity sources and lenders. Market comparisons, in the form of a detailed listing of at least three properties/projects with similar operations that provide support for revenue and cost assumptions that are utilized.

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Zoning Calculation To the extent feasible, respondent must submit a preliminary zoning analysis showing all calculations, including proposed zoning designations and use groups. This analysis should also identify all required land use actions, including special permits, authorizations or certifications. Statement of Agreement A statement signed by an authorized principal or officer of the Respondent that the Respondent has read this O-RFP and the Appendices fully and agrees to the terms and conditions set forth in this O-RFP and in the Appendices.

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SELECTION CRITERIA
NYCEDC and NYCDEP will use the following criteria as a guideline to review submissions and select a proposal: 1. Developer experience 2. Developer financial resources 3. Energy harvest density 4. Landfill closure and post-closure care systems 5. Environmental impact 6. Implementation timeline 7. Project lifecycle 8. Energy infrastructure closure plan 9. Approach for the project and project team 10. Overall project design and integration with current land uses and planned Park

DEVELOPER DUE DILIGENCE
Information provided in the O-RFP is for general information purposes only. Respondent’s responsibility to conduct due diligence on the Site. It is the

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Site Information File A Site File, containing important information regarding the Site, may be purchased for $300.00. The Site File is also available for viewing at no charge in NYCEDC’s offices by appointment only. Respondents are encouraged to review the Site File prior to submitting a proposal. To review or purchase the Site File, please contact Hildegarde Williams at (212) 312-3584 or hwilliams@nycedc.com. The Site File contains the following items: • “Landfill Renewable Energy Generation Pre-Feasibility Study,” (AECOM, January 2012) • “Evaluation of the Feasibility of Installing a Commercial Scale Wind Energy Facility in Fresh Kills, Staten Island, NY” (BQ Energy LLC , 2007) • “Wind Turbine Foundation Evaluation Report” (Geosyntec for BQ Energy, Draft 2007, Final 2011) • Final Closure Plans for Sections 2/8 (Arthur Kill Road Site and South Sites) and 6/7 (East Sites) • Topographic maps • SPDES Permit Number NY 0200867, dated March 6, 2009, establishing allowable discharge limits during closure construction and post-closure care • SPDES Permit Number 2-6499-0036-00010, dated October 1, 2010, establishing allowable discharge limits during park construction • Order on Consent • Post-Closure Monitoring and Maintenance Operations Manual (2003) • New York City Noise Code • CEQR Standards for Noise • Final Generic Environmental Impact Statement for Freshkills Park • Fresh Kills Renewable Energy O-RFP Site Map in CAD Additionally, the Final Generic Environmental Impact Statement for Freshkills Park can be found at http://www.nycgovparks.org/park-features/freshkills-park/public-review#geis, and detailed engineering plans of the former Fresh Kills Landfill can be viewed by appointment at NYCEDC’s offices.

OPEN REQUEST FOR PROPOSALS (O-RFP) PROCESS
NYCEDC and NYCDEP are structuring this O-RFP as an Open-RFP. The O-RFP is a rolling process during which Respondents may submit proposals for consideration by NYCEDC and NYCDEP at any time. NYCEDC and NYCDEP have set a schedule of quarterly Submission Dates (See below chart: SAMPLE O-RFP TIMELINE). The Submission Dates are as follows: • May 24, 2012 • August 15, 2012 • November 15, 2012 • February 15, 2013

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All proposals received in the previous quarter shall be reviewed by NYCEDC and NYCDEP on or before each Submission Date. Respondents may substantially revise and resubmit proposals for subsequent Submission Dates after their initial submission. NYCEDC and NYCDEP shall, in their sole and absolute discretion, elect to begin negotiation with one or more Respondents at any time as part of the proposal review process, including prior to the initial Submission Date. It is anticipated that NYCEDC and NYCDEP will enter into such negotiations with multiple Respondents throughout the O-RFP process. Upon any Submission Date, NYCEDC and NYCDEP may, at their sole discretion, elect to close the O-RFP for subsequent Submission Dates. Accordingly, Respondents preparing proposals should bear in mind that the likelihood of NYCEDC and NYCDEP exercising their right to close the O-RFP increases with the passing of each Submission Date. Should the O-RFP close, no further proposals shall be accepted. In the event that NYCEDC and NYCDEP elect to close the O-RFP, Respondents shall be notified via email, and similar notification shall be posted on the NYCEDC website. Upon execution of a fully negotiated Pre-Lease Agreement, NYCEDC and NYCDEP shall notify all Respondents via email that the O-RFP shall be permanently closed, and shall post notification of same on the NYCEDC website. NYCEDC and NYCDEP may, at their sole discretion, elect to re-open the O-RFP for subsequent Response Periods, and shall then accept additional proposals. Should responses to the O-RFP fail to substantially meet the goals and objectives as outlined herein, NYCEDC and NYCDEP may, at any time, elect to fail the O-RFP, and forgo the possibility of selecting Developer under this O-RFP process. (See below chart: Sample O-RFP Timeline).

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Sample O-RFP Timeline

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INFORMATIONAL MEETING/SITE VISIT
There will be an initial information session held in the morning on April 20, 2012, at NYCEDC’s offices at 110 William Street, 4th Floor, in Manhattan, NY. Interested parties are strongly encouraged to attend this event. For those who aren’t able to attend, the questions asked and answered at the session will be posted on the O-RFP’s website May 1, 2012. Should NYCEDC and NYCDEP elect to keep the O-RFP open for additional Submission Dates, additional information sessions will be held at 10:00 a.m. on the fourth Tuesday following each Submission Date at NYCEDC’s offices at 110 William Street, 4th Floor, in Manhattan, NY. For those who aren’t able to attend, the questions asked and answered at the session will be posted on the O-RFP’s website by the second Tuesday following the information session. Respondents who have expressed interest in the O-RFP shall be notified via email of additional information sessions, and notification of additional information sessions will be posted on the NYCEDC website. A Site visit will be held at the Site in the afternoon on April 20, 2012. Should NYCEDC and NYCDEP elect to keep the O-RFP open for additional Submission Dates, additional Site visits will be held on the fourth Tuesday following each Submission Date. Respondents who have expressed interest in the O-RFP shall be notified via email of additional site visits, and notification of additional Site visits will be posted on the NYCEDC website. Those who wish to attend any information session or Site visit should RSVP by contacting Hildegarde Williams at (212) 312-3584 or hwilliams@nycedc.com five business days on, or before the scheduled event. Respondents may submit questions and/or request clarifications by emailing renewableRFP@nycedc.com. Answers to all questions will be posted on www.nycedc.com/RFP on a bi-weekly basis with a final posting three weeks before each Submission Date. Only questions received five full business days before each posting will be answered in the posting.

CONDITIONS, TERMS AND LIMITATIONS
This O-RFP is supplemented by, and any transaction resulting from this O-RFP is subject to, the conditions, terms and limitations set forth in Appendix 7.

SUBMISSIONS
Five (5) copies of the proposal and one (1) electronic version of the proposal on disk in PDF and Excel formats identified by “Renewable O-RFP Response” on the envelope must be submitted to and received by NYCEDC by 4:00 p.m. on or before the Submission Date for which it is to be considered. Such proposals must be delivered to the following address:

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

FURTHER INFORMATION
For further information regarding the proposal requirements or the Site, please contact: Christina DeRose NYC Economic Development Corporation 110 William Street New York, NY 10038 renewableRFP@nycedc.com

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APPENDIX 1: SAMPLE PROJECT TIMELINE
March 20, 2012 April 20, 2012 Fresh Kills Renewable O-RFP released Informational meeting Site Visit First Submission Deadline Pre Lease Agreement execution Commence environmental review Commence NYSDEC approvals Conceptual Design Commission approval Certify into ULURP Preliminary Design Commission approval Complete NYSDEC approvals Complete ULURP Lease Execution

May 24, 2012 August 2012

January 2013 March 2013 June 2013 August 2013 October 2013 November 2013

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APPENDIX 2: NYSDEC REQUIREMENTS FOR CLOSURE AND POST CLOSURE CARE
General Compliance In accordance with the requirements of the State of New York, including 6 N.Y.C.R.R. Part 360 and the Order on Consent between NYSDEC and the City dated April 24, 1990, as modified (DEC Case No. D2-9001-89-03), the closure of the Fresh Kills Landfill is subject to the provisions of a Closure Plan and Post-Closure Monitoring and Maintenance Operations Manual. The Final Closure Plan includes a summary description of the landfill’s environmental control systems, post-closure care requirements, and original end use plans. All proposed changes to use of the property must be analyzed in a Request for Change in End Use Report that demonstrates compliance with state regulatory requirements. In particular, this analysis must reflect compliance with 6 N.Y.C.R.R. Part 360-2.15(k)(9), which provides as follows: A description of the planned uses of the property during and after the post closure period is required. Usage of the property shall not disturb the integrity of the final cover, liners, or any other components of the containment system, or the function of the monitoring or environmental control systems, unless necessary to comply with the requirements of section 360-2.20 of this Subpart. The department will approve any other disturbance if the owner or operator demonstrates that the disturbance of the final cover, liner or other component of the containment system, including any removal of waste, will not increase the potential threat to human health or the environment. Consisting of multiple layers of different soils and materials, each with a different function, the final cover system connects to and safeguards the integrity of the other environmental systems (i.e. leachate, landfill gas, stormwater) by providing a physical barrier between the solid waste below and the above-ground environment. Final cover was placed over the South and East Sites and on Turbine Sites #1, #2, #3and #4 but not the Arthur Kill Road Site. The Arthur Kill Road Site is considered within the boundary of the landfill under the Consent Order with NYSDEC, but is off-mound, was not used as an active landfill, and not subject to final cover requirements. However, it does contain monitoring wells and functions as a compliance monitoring zone. In the East Site, the Final Cover system has been constructed to accommodate a road for public and vehicular access. Pursuant to state regulatory requirements cited above, the Project may not compromise the final cover or any environmental systems. 6 Period of post-closure care activities Additionally, the regulations on post-closure care stipulate that “Environmental and facility monitoring points, including gas monitoring points, must be maintained and sampled during the post-closure period for a minimum of 30 years.” 7 The Fresh Kills Final Closure Plan and the
6

The full text of 6NYCRR Part 360 may be found at http://www.dec.ny.gov/regs/2491.html. Subpart 360-2 addresses landfills. 7 6 N.Y.C.R.R. Part 360-15(k)(4)

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Post-Closure Monitoring and Maintenance Operations Manual (“PCMMO”) are included in the Site File. The PCMMO includes the performance requirements for all environmental control and monitoring systems, including final cover and drainage systems; operation and maintenance of the leachate treatment plant, the leachate containment and collection system; the landfill gas collection and control system, stormwater management systems, the groundwater and surface water monitoring programs, the landfill gas migration and surface emissions monitoring program, and the inspection, reporting and maintenance requirements for the final cover and drainage systems. It also contains schedules and procedures for all post-closure care activities. Renewable energy production on Fresh Kills is considered a Change in End Use by NYSDEC and will be analyzed as such. The Change in End Use presents additional regulatory consideration during the environmental review of the project: DSNY and DPR each have State Pollutant Discharge Elimination System (“SPDES”) permits that govern their respective construction and operations activities. The Developer will need to comply with the applicable discharge limitations for construction of renewable energy infrastructure on the South and East Sites. Pending discussions with NYSDEC, a SPDES General Permit for Stormwater Discharges from Construction Sites may also be required for the Arthur Kill Road Site. It should be noted that DSNY’s SPDES permit cannot be used to authorize new construction on the East or South Mound sites. The facility SPDES permit only authorizes landfill maintenance projects on the mounds, though it does establishes provision for off-mound construction, such as the Arthur Kill Road Site.

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APPENDIX 3: CEQR/ULURP DESCRIPTION AND FEE SCHEDULE
Subchapter A of Chapter 3 of Title 62 of the Rules of the City of New York
§3-01 Fee for CEQR Applications

Except as specifically provided in this section, every application made pursuant to Executive Order 91 and Chapter 5 of these rules shall include a non-refundable fee which shall be submitted to the lead agency for the action or to an agency that could be the lead agency pursuant to § 5-03 of the rules of the Commission, and shall be in the form of a check or money order made out to the "City of New York". The fee for an application shall be as prescribed in the following Schedule of Charges, § 3-02 of these rules. The fee for modification for an action, which modification is not subject to § 197-c of the New York City Charter shall be twenty percent of the amount prescribed in the Schedule of Charges for an initial application. The fee for any modification for an action, which is subject to § 197-c of the New York City Charter shall be the amount set forth in the Schedule of Charges (§3-02) as if the modification were an initial application for the action. Where the fee for an application is set pursuant to § 3-02(a), and the square footage of the proposed modification is different from the square footage of the original action, the fee for an application for the modification shall be based upon the square footage of the modified action or as set forth in § 3-02(b), as determined by the lead agency. Agencies of the federal, state or city governments shall not be required to pay fees, nor shall a neighborhood, community or similar association consisting of local residents or homeowners organized on a non-profit basis be required to pay fees, if the proposed action for purposes of CEQR review consists of a zoning map amendment for an area of at least two blocks in size, in which one or more of its members or constituents reside. Fees shall be paid when the application is filed, and these fees may not be combined in one check or money order with fees required pursuant to other land use applications submitted to the Department of City Planning or the City Planning Commission. No application shall be processed by the lead agency until the fee has been paid and twenty-five copies of the application have been filed with the lead agency.
§3-02 Schedule of Charges

(a) Projects measurable in square feet (square footage of total project). Less than 10,000 sq. ft. 10,000 to 19,999 sq. ft. 20,000 to 39,999 sq. ft. 40,000 to 59,999 sq. ft. 60,000 to 79,999 sq. ft. $460 $1,350 $2,940 $5,465 $8,195

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80,000 to 99,999 sq. ft. 100,000 to 149,999 sq. ft. 150,000 to 199,999 sq. ft. 200,000 to 299,999 sq. ft. 300,000 to 499,999 sq. ft. 500,000 to 1,000,000 sq. ft Over 1,000,000 sq. ft. (b) Projects not measurable in square feet (Ex. bus franchises) Type II Actions $1,880 $110

$13,660 $27,325 $47,815 $71,415 $128,545 $192,820 $314,225

(c) Supplemental Fee for Environmental Mitigation In addition to all other applicable fees as set forth above, a supplemental fee of $8,000 shall be required for CEQR applications filed on or after July 1, 2009, for which a restrictive declaration to ensure compliance with project components related to the environment and/or mitigation of significant adverse impacts will be executed.

§ 3-06 Fee for Applications Pursuant To City Charter § 197-c And Other Applications

Except as specifically provided in this section, every type of application listed in Section 3.07, Schedule of Charges, shall include a non-returnable fee which shall be paid by check or money order, made out to the City of New York. The fee for an initial application, or for a modification, renewal or follow-up action, shall be as prescribed in the following Schedule of Charges, provided that if an applicant simultaneously submits applications for several actions relating to the same project, the maximum fee imposed shall be two hundred percent of the single highest fee, provided that such maximum fee limitation shall not apply to supplemental fees. An additional fee shall be charged for any applications later filed in relation to the same project, while such project is pending review and determination. Agencies of the federal, state or city governments shall not be required to pay fees nor shall any fees be charged if a neighborhood, community or similar association consisting of local residents 23

or homeowners organized on a non-profit basis applies for a zoning map amendment for an area of at least two blocks in size, in which one or more of its members or constituents reside. Agencies of the federal, state or city governments shall not be required to pay fees nor shall any fees be charged if a neighborhood, community or similar association consisting of local residents or homeowners organized on a non-profit basis applies for a zoning map amendment for an area of at least two blocks in size, in which one or more of its members or constituents reside.
§ 3-07 Schedule of Charges

(a) Applications for Special Permits and Zoning Map amendments pursuant to Section 197-c of the City Charter: (1) Applications relating for special permits: For special permits, the total amount of floor area, or in the case of open uses, area of the zoning lot: Less than 10,000 square feet 10,000 to 19,999 square feet 20,000 to 39,999 square feet 40,000 to 69,999 square feet 70,000 to 99,999 square feet 100,000 to 239,999 square feet 240,000 to 500,000 square feet over 500,000 square feet $2,040 $3,100 $4,080 $5,215 $6,125 $6,805 $17,765 $29,485

For this purpose, the amount of floor area shall be calculated based upon the floor area for the entire development or enlargement. (2) Applications for zoning map amendments, the area of all zoning lots in the area to be rezoned: Less than 10,000 square feet 10,000 to 19,999 square feet 20,000 to 39,999 square feet $2,190 $3,250 $4,310

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40,000 to 69,999 square feet 70,000 to 99,999 square feet 100,000 to 239,999 square feet 240,000 to 500,000 square feet over 500,000 square feet (b) Applications for changes to the City Map, Landfills:

$5,445 $6,425 $7,105 $18,445 $30,620

Except for applications to eliminate a mapped but unimproved street from the property of an owner-occupied, one-or two family residence, for which no fee shall be charged, fees are as follows: Elimination of a mapped but unimproved street Establishment of a Landfill Any other change in The City Street Map (c) Applications for franchises and revocable consents: (1) Applications pursuant to Section 197-c of the City Charter -- $3,400 (2) Sidewalk cafes pursuant to New York City Administrative Code section 20-225: $55 per seat/minimum of $1,360 (d) Applications for amendments to the text of the Zoning Resolution pursuant to Section 201 of the City Charter -- $5,445 (e) Applications for zoning certifications and zoning authorizations: (1) For certification for public school space pursuant to Section 107-123 of Article X, Chapter 7 (Special South Richmond Development District) of the Zoning Resolution, the fee shall be $160. (2) Pursuant to Article VI, Chapter 2 (Special Regulations Applying in The Waterfront Area), Article X, Chapter 5 (Natural Area District), Article X, Chapter 7 (Special South Richmond Development District) and Article XI, Chapter 9 (Special Hillsides Preservation District) of the Zoning Resolution. $1,740 $3,400 $5,445

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Certifications - For an application for one zoning lot with no more than two existing or proposed dwelling units -and no commercial or community facility use…. $380 For all other applications the fee for each zoning lot shall be $430. Authorizations For an application for one zoning lot with no more than two existing or proposed dwelling units and no commercial or community facility use ….$755 For all other applications with no commercial or community facility use, the fee shall be based upon the number of dwelling units being proposed, in the amount of $830 per dwelling unit, however, in cases of open uses, the fee shall be based upon the area of the zoning lot, and in cases of community facility or commercial uses, the fee shall be based upon the total amount of floor area, as follows: Less than 10,000 square feet 10,000 to 19,999 square feet 20,000 to 39,999 square feet 40,000 to 69,999 square feet 70,000 to 99,999 square feet 100,000 square feet and over $1,060 $1,590 $2,040 $2,645 $3,100 $3,400 $270 Resolution:

(3) Pursuant to §95-04 (Transit Easements) of the Zoning Resolution -(4) Pursuant to all other sections of the Zoning

Total amount of floor area, or in the case of open uses, area of the zoning lot: Less than 10,000 square feet 10,000 to 19,999 square feet 20,000 to 39,999 square feet 40,000 to 69,999 square feet 70,000 to 99,999 square feet $1,060 $1,590 $2,040 $2,645 $3,100

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100,000 square feet and over

$3,400

In the case of a transfer of development rights or floor area bonus, the fee shall be based upon the amount of floor area associated with such transfer or bonus. (f) Modifications, follow-up actions and renewals (1) The fee for an application which requests a modification of a previously approved application, where the new application is subject to § 197-c of the New York City Charter, shall be the same as the current fee for an initial application, as set forth in this Schedule of Charges. (2) The fee for an application which requests a modification of a previously approved application, where the new application is not subject to § 197-c of the New York City Charter, shall be one-half of the current fee for an initial application, as set forth in this Schedule of Charges. (3) The fee for a follow up action under the Zoning Resolution, or a restrictive declaration or other legal instrument shall be one-quarter of the amount prescribed in this Schedule of Charges for an initial application. (4) The fee for the renewal of a previously approved enclosed sidewalk cafe shall be onehalf of the amount prescribed in this Schedule of Charges for an initial application. (5) The fee for the renewal pursuant to Section 11-43 of the Zoning Resolution of a previously approved special permit or authorization which has not lapsed shall be onehalf of the amount prescribed in this Schedule of Charges for an initial application. (g) Supplemental Fee for Large Projects In addition to all applicable fees as set forth above, a supplemental fee shall be required for the following applications: Applications that may result in the development of 500,000 to 999,999 square feet of floor area Applications that may result in the development of 1,000,000 to 2,499,000 square feet of floor area Applications that may result in the development of at least 2,500,000 square feet of floor area
§ 3-08 Natural Feature Restoration Fee

$80,000 $120,000 $160,000

In the event that an application, pursuant to §§105-45, 107-321, 107-65, and 119-40 of the Zoning Resolution, for the restoration of trees that have been removed or topography that has 27

been altered without the prior approval of the City Planning Commission pursuant to §§105-40, 107-60, 119-10, 119-20, or 119-30 of the Zoning Resolution is filed, the fee for such application shall be $.10 per square foot, based upon the total area of the zoning lot, but in no case to exceed $18,900.00. This section shall not apply to developments for which zoning applications have been approved by the City Planning Commission prior to January 6, 1983 and for which an application for a building permit has been filed prior to January 6, 1983.
§ 3-09 Fee for Zoning Verification

The fee for a request that the Department of City Planning verify in writing the zoning district(s) in which a property is located shall be $110 per request. Each zoning verification request shall be made in writing, and shall include the address, borough, tax block and lot(s) of the property. Each separate property shall be a separate request; however, a property comprised of multiple contiguous tax lots shall be treated as a single request. Source: NYC Department of City Planning

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APPENDIX 4: NYCEDC BACKGROUND INVESTIGATION FORM

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34

35

36

37

38

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APPENDIX 5: LOCAL LAW 34 FORM

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APPENDIX 6: ECONOMIC DEVELOPMENT BENEFITS
The following are economic development benefits that may be available to certain types of projects if the project meets eligibility requirements, including but not limited to factors such as site use and location. The descriptions are for general informational purposes only. The potential benefits and incentives described herein are subject to approval by the appropriate government agencies. Accordingly, neither the RFEI respondents nor any third party should view the contents of this section as a final offer from, or commitment of, the City, EDC or other agencies. For more information on these and other economic development benefits, please refer to the Financing & Incentives page at www.nycedc.com. Relocation Employment Assistance Program (“REAP”) REAP encourages businesses to relocate from Manhattan south of 96th Street, or from outside the city, to eligible premises in Manhattan north of 96th Street and all other boroughs. Qualified businesses (excluding retail activities and hotels) are entitled to a credit against a city business income tax liability of up to $3,000 per eligible employee per year for up to 12 years. Businesses must relocate either to a building improved by at least 50% of its assessed value or sign a lease of at least three years and spend a minimum of $25 per square foot on improvements. The city business income taxes against which the credit can be taken include the general corporation tax, unincorporated business tax, banking corporation tax or the utility tax. Credits are refundable for the year of relocation and the succeeding four years. Unused credits from subsequent years may be carried forward for five years. For more information, including eligibility requirements, please visit: http://www.nyc.gov/html/dof/html/property/property_tax_reduc_reap.shtml Industrial and Commercial Abatement Program The Industrial and Commercial Abatement Program (ICAP) provides a partial abatement of property taxes for varying periods of up to 25 years for eligible industrial or commercial buildings that are constructed, expanded, modernized, rehabilitated or otherwise physically improved. ICAP benefits are granted "as-of-right" to all applicants whose projects qualify under the provisions of the legislation. All applicants must file preliminary applications with the Department of Finance prior to the issuance of a building permit or, if no permit is required, prior to the start of construction. All applicants must meet the minimum required expenditure target, which is a percentage of the assessed value of the property determined in the year the building permit is issued or, if no permit is required, at the start of construction. For more information, including eligibility requirements, please visit: http://www.nyc.gov/html/dof/html/property/property_tax_reduc_incentive.shtml New York City Industrial Development Agency The New York City Industrial Development Agency (NYCIDA) encourages economic development throughout the five boroughs and assists in the retention of existing jobs and the 44

creation and attraction of new ones. NYCIDA programs are discretionary and provide companies with access to triple tax-exempt bond financing and/or tax benefits to acquire or create capital assets, such as purchasing real estate, constructing or renovating facilities, and acquiring new equipment. All applicants must satisfy eligibility requirements and demonstrate a need for assistance. For more information regarding the programs’ eligibility requirements and restrictions, please visit www.nycedc.com/nycida, or contact: NYCIDA c/o New York City Economic Development Corporation (NYCEDC) 110 William Street New York, NY 10038 NYCIDA@nycedc.com (212) 312-3600 Not-for-Profit Bond Program Not-for-profit organizations that are planning major capital projects may be able to use triple taxexempt bonds issued by the Build NYC Resource Corporation to finance the acquisition, construction, renovation, and equipping of their facilities. Financing a project with triple tax-exempt bonds enables borrowers to initiate needed capital improvements at the lowest available cost and to better manage the timing of their capital investments. Compared with conventional loans, advantages of triple tax-exempt bonds can include reduced interest rates, longer financing terms, lower equity contributions, and, depending on the project, the ability to obtain construction and permanent financing in a single loan. To limit annual debt service, bonds can be repaid over a 20-30 year period with capital campaign receipts or other income. For more information regarding the programs’ eligibility requirements and restrictions, contact: Build NYC Resource Corporation (212) 312-3600 www.nycedc.com/buildnyc buildnyc@nycedc.com Con Edison Economic Development Program Con Edison offers various incentives to support economic growth and job retention in New York City, including energy discounts for businesses or nonprofit organizations that retain or create jobs, and discounted electric and gas rates for relocated businesses in designated areas. For more information, visit http://www.coned.com/ecodev/.

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Energy Cost Savings Program (“ECSP”) The Energy Cost Savings Program (ECSP) can reduce regulated energy costs up to 45 percent and regulated natural gas costs up to 35 percent for eligible businesses. Regulated costs are the transmission and distribution costs by the regulated utility. The benefits associated with ECSP last for eight years followed by a four year phase-out during which benefits are decreased by 20% per year. Businesses eligible for ECSP benefits include the following:  Businesses that are moving from outside New York City or from designated areas of Long Island City (Queens) and Fulton Ferry (Brooklyn) to all areas of the City other than south of 96th Street in Manhattan, Long Island City, and Fulton Ferry;  Businesses moving from Manhattan south of the center line of 96th Street to Manhattan north of the center line of 96th Street or the other four boroughs;  Businesses making investments in real property that will improve such property by at least 30% of the property's assessed value and will be approved for benefits through the New York City Industrial and Commercial Abatement Program (ICAP);  Businesses that will be approved for benefits through the New York City Industrial Development Agency (NYCIDA) or businesses that manage and/or operate in a building owned by the City of New York or Empire State Development Corporation, where the property will be improved by at least 10% of the property's assessed value. For more information regarding these requirements, contact: Energy Cost Savings Program New York City Department of Small Business Services 110 William Street New York, NY 10038 (212) 513-6415 www.nyc.gov/html/sbs NYSERDA New Construction Program The New Construction Program (NCP) can provide assistance when incorporating energyefficiency measures into the design, construction, and operation of new and substantially renovated buildings. Incentives are available for the purchase and installation of energy-efficient equipment that reduces electric energy consumption in new and substantially renovated buildings. Program benefits include:  Technical Assistance is available to help evaluate energy-efficiency measures and provide guidance to your design team on incorporating new and emerging energyefficient technologies into your building.  Funding is available to offset the additional costs associated with the purchase and installation of approved equipment.  Assistance also may be available for commissioning services and green building opportunities 46

For more information on the program and eligibility requirements, please visit the NYSERDA website at http://www.nyserda.ny.gov/

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APPENDIX 7: CONDITIONS, TERMS AND LIMITATIONS
In addition to those stated elsewhere, this O-RFP and any transaction resulting from this O-RFP are subject to the conditions, terms and limitations stated below: A. Upon submission of a proposal to this O-RFP, Respondents, and their representatives and agents, shall treat their proposals and all information obtained from the File or otherwise obtained from NYCEDC or the City in connection with this O-RFP (“Confidential Information”) confidentially, and shall not discuss, publish, divulge, disclose or allow to be disclosed the Confidential Information to any other Respondents or any other person, firm or entity, including press or other media, without NYCEDC’s prior written approval. Respondents shall refer all press and other inquiries concerning the O-RFP and the Confidential Information, without further comment, to NYCEDC. The Site is to be disposed of in “as is” condition and is to be conveyed subject to all applicable title matters. The City and NYCEDC, and their respective officers, employees, and agents, make no representation or warranty and assume no responsibility for the accuracy of the information set forth in this O-RFP, the physical condition of the Site, the status of title thereto, its suitability for any specific use, the absence of hazardous waste, or any other matter. All due diligence is the responsibility of the Respondent and Respondents are urged to satisfy themselves with respect to the physical condition of the Site, the information contained herein, and all limitations or other arrangements affecting the Site. As stated in the O-RFP, NYCEDC will make available for review, to any Respondent so requesting, the File. Neither NYCEDC nor the City will be responsible for any injury or damage arising out of or occurring during any visit to the Site. The proposed development shall conform to, and be subject to, the provisions of the New York City Zoning Resolution, all other applicable laws, regulations, and ordinances of all Federal, State and City authorities having jurisdiction, and any applicable Urban Renewal Plan, design guidelines or similar development limitations, as all of the foregoing may be amended from time to time. Without limiting the foregoing, closing on a proposed transaction shall be subject to successful completion of the City’s Uniform Land Use Review Procedure (“ULURP”), if not already completed, completion of the City Environmental Quality Review (“CEQR”), approval by the applicable Community Board, compliance with Section 384(b)(4) of the New York City Charter, and approval by NYCEDC’s Board of Directors. ULURP and CEQR compliance shall be solely at the expense of the Developer. NYCEDC will cooperate with the Developer in obtaining necessary approvals. The selection of an Applicant will depend on satisfaction of the additional documentation and review requirements described in this O-RFP, and will be subject to the subsequent approval of the Mayor.

B.

C.

D.

E.

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F.

No transaction will be consummated if any Principal of any Developer is in arrears, or in default upon any debt, lease, contract, or obligation to the City of New York, including without limitation, real estate taxes and any other municipal liens or charges. The City reserves the right not to review any proposal by any such Applicant. Neither NYCEDC nor the City is obligated to pay and shall not pay any costs incurred by any Respondent at any time unless NYCEDC or the City has expressly agreed to do so in writing. Only proposals from principals will be considered responsive. Individuals in representative, agency or consultant status may submit proposals only under the direction of identified principals, where the principals are solely responsible for paying for such services. This is a Request for Proposals not a Request for Bids. NYCEDC shall be the sole judge of each response’s conformance with the requirements of this O-RFP and of the merits of the individual proposals. NYCEDC reserves the right to waive any conditions or modify any provision of this letter with respect to one or more applicants, to negotiate with one or more of the applicants with respect to all or any portion of the Site, to require supplemental statements and information from any Respondents, to establish additional terms and conditions, to encourage applicants to work together, or to reject any or all responses, if in its judgment it is in the best interest of NYCEDC and the City to do so. If all proposals are rejected, this O-RFP may be withdrawn and the Site may be retained, and re-offered under the same or different terms and conditions, or disposed of by another method, such as auction or negotiated disposition. In all cases, NYCEDC shall be the sole judge of the acceptability of the proposals. NYCEDC will enforce the submission deadline stated in the O-RFP. All proposals become the property of NYCEDC. All terms in this O-RFP related to the permitted use and bulk of the Site shall be as defined in the New York City Zoning Resolution and any applicable Urban Renewal Plan, design guidelines, or similar development limitations and controls. Where any conflict arises in such terms, the most restrictive shall prevail. Except as specifically provided herein, the Developer will pay all applicable taxes payable with respect to the Project, including transfer and mortgage recording taxes. Developer will be required to pay the New York City Real Property Transfer Tax and New York State Real Estate Transfer Tax, notwithstanding any exemption from sale on account of the City’s or NYCEDC’s involvement in the transaction. This transaction will be structured as a “net” deal to NYCEDC, with the Developer being responsible for all fees relating to the Project and all costs incurred by NYCEDC including, but not limited to, costs for outside legal counsel, if any, studies, and outside consultants.

G.

H.

I.

J.

K.

L.

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M.

All proposals and other materials submitted to NYCEDC in response to this O-RFP may be disclosed in accordance with the standards specified in the Freedom of Information Law, Article 6 of the Public Officers Law (“FOIL”). The entity submitting a proposal may provide in writing, at the time of submission a detailed description of the specific information contained in its submission, which it has determined is a trade secret and which, if disclosed, would substantially harm such entity’s competitive position. This characterization shall not be determinative, but will be considered by NYCEDC when evaluating the applicability of any exemptions in response to a FOIL request. In furtherance of NYCEDC’s mission of economic development, the disposition of the Site will be subject to NYCEDC’s standard provisions for similar transactions. The deed conveying the Site to the Developer shall contain redevelopment obligations as well as restrictions on use and transfer of the Site. Failure to comply with these restrictions will result in a right by NYCEDC or the City to re-enter and re-acquire the Site for no consideration. The Developer will be required to deliver evidence to NYCEDC of the creation of employment opportunities at the Site for the first eight (8) years after the closing of the Project. The Developer must also agree in good faith to consider any proposals made by the City or City-related entities with regard to jobs the Developer is seeking to fill and to provide the City with the opportunity to make job referrals, and create a training program for City residents. The Developer will be required to cause commercial tenants to agree to these provisions at the time it enters into leases with such tenants.

N.

O.

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