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From: Golomb, Tal <Tal.

Golomb@87(2)(b)
Sent: Wednesday, July 27, 2022 6:27 PM
To: 'Andrew Kimball'; 'Melissa Román Burch'; 'Cecilia Kushner'; 'PJ Berg'; 'Bliss, Nate';
'Michael.sullivan@87(2)(b) 'Manson, Emma <emanson@87(2)(b) 'Amin, Anand'; 'Nelson,
Jeffrey <jnelson@87(2)(b) 'jortiz@87(2)(b)
Subject: RE: CONFIRMED: In‐Person Meeting re: Citi Field
RE: CONFIRMED: In-Person Meeting re: Citi Field ->RE_ CONFIRMED_ In-Person Meeting re_ Citi Field .eml

You don't often get email from tal.golomb@87(2)(b) Learn why this is important

[EXTERNAL EMAIL]

All ‐‐ It was good seeing everyone today and thank you for taking the time to delve into this exciting project. You had asked for
a word copy of our draft MOU, which I am attaching. Happy to discuss any questions/comments.

Thanks,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
RE: CONFIRMED: In-Person Meeting re: Citi Field ->RE_ CONFIRMED_ In-Person Meeting re_ Citi Field .eml->City MOU.DOCX

NGW Draft as of May 30, 2022

The City of New York


Office of the Mayor
City Hall
New York, New York 10007

June __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This memorandum of understanding (“MOU”) sets forth certain understandings and


agreements between the Office of the Mayor of the City of New York (“Mayor’s Office”) and
New Green Willets, LLC (“NGW”), an entity formed to undertake the redevelopment of the areas
around Citi Field, with the largest economic development project in the history of Queens that will
redevelop the underutilized parking areas adjacent and accessory to Citi Field, located west of
Seaver Way, with a major mixed-use development (the “New Green Willets Project” or “Project”).
The New Green Willets Project is anticipated to be comprised of destination entertainment, hotel,
conference and meeting center, food and beverage, significant public open spaces and other
amenities, as well as new parking facilities benefiting the Soccer Stadium (described below), Citi
Field, United States Tennis Association (“USTA”) facilities, residents of the local Queens
neighborhoods and the City as a whole.

The Project will also facilitate the development of a new soccer stadium (the “Soccer
Stadium”) and at least 1,400 permanently affordable housing units in the Willets Point
neighborhood to the east of Seaver Way (the “Willets Point Project”) to be developed by affiliates
of New York City Football Club (“NYCFC”) and Queens Development Group, a joint venture of
the Related Companies and Sterling Equities (“QDG”, together with NYCFC, the “WPP
Developers”).

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City and currently leased to Queens Ballpark
Company, L.L.C. (“Ballpark LLC”) (such property, the “NGW Site”). The New Green Willets

1
29906186.2
Project will consist of up to 4 million square feet of new construction, including destination
entertainment, hotel, conference and meeting center, food and beverage, significant public open
spaces and other amenities, as well as such parking facilities as needed, all of which will benefit
the Soccer Stadium and the broader neighborhood. If granted a license by the New York State
Gaming Commission, which is outside the scope of this MOU, the New Green Willets Project may
include a gaming facility. In addition, there will be the option for residential development on the
NGW Site if desired and supported by the City.

The Project will be planned to facilitate the WPP Developers’ Willets Point Project, which
will consist of (i) a new 26,000 seat Soccer Stadium as the home field of NYCFC and Queensboro
FC in the area generally bounded by Seaver Way, 35th Avenue, 127th Street, Willets Point
Boulevard and a to be improved connector street (the “Stadium Site”), (ii) at least 1,400
permanently affordable housing units, and (iii) public plazas.

The Soccer Stadium requires the use of thousands of parking spaces located west of Seaver
Way on the NGW Site for soccer games and other events as well as additional parking for NYCFC
employees. In addition, due to traffic and parking needs, the Soccer Stadium will require that Citi
Field restrict and forego the scheduling of events when soccer games and other events are held at
the Soccer Stadium. NGW and the WPP Developers will enter into agreements that address such
scheduling, parking and related matters.

2. Preliminary Site Plan; Plan Development

A preliminary site plan for the New Green Willets Project, which also indicates the location
of the Soccer Stadium and other anticipated components of the Willets Point Project, is attached
as Exhibit A.

NGW shall collaborate with the New York City Department of City Planning (“DCP”), the
New York City Department of Parks and Recreation (“DPR”) and other applicable City agencies
to refine the site plan for the New Green Willets Project to be constructed on the NGW Site (the
“NGW Site Plan”) and develop design guidelines for improvements to be constructed on the NGW
Site (collectively, the “NGW Design Guidelines”). The NGW Site Plan, as mutually approved by
the parties, will be subject to Public Approvals (as defined below). The NGW Design Guidelines,
which will elaborate on the NGW Site Plan, will be incorporated in the Project Agreements (as
defined below).

3. Agency Coordination

The Mayor’s Office will ensure that EDC and all relevant agencies, including DCP, DPR,
the New York City Department of Transportation (“DOT”), the New York City Department of
Buildings (“DOB”) and the New York City Department of Environmental Protection (“DEP”),
provide the necessary support to prepare and implement the New Green Willets Project, advance
the environmental review and Public Approvals and coordinate with the Willets Point Project. The

2
29906186.2
Mayor’s Office shall also facilitate discussions with any New York State agencies, such as the
Metropolitan Transportation Authority (“MTA”) and the New York State Department of
Environmental Conservation (“DEC”), whose approval and/or involvement is required. All such
activities shall be done in a manner to achieve the Project Schedule (as defined below). The
Mayor’s Office shall designate one or more experienced persons to lead and coordinate all such
activities.

4. State Legislation Amendment

The New Green Willets Project will require an amendment (the “State Amendment”) to
the State legislation adopted in 1961 and codified in Section 18-118 of the New York City
Administrative Code that alienated a portion of Flushing Meadows-Corona Park and permitted the
construction of Shea Stadium and its redevelopment as Citi Field, together with adjacent surface
parking areas. The State Amendment will (a) recognize that it is of vital economic and public
benefit to redevelop the surface parking areas, (b) authorize the uses included in the New Green
Willets Project, (c) permit the City to enter into Project Agreements in a manner consistent with
the existing legislation and (d) provide that the NGW Site Plan be reviewed and approved pursuant
to the Uniform Land Use Review Procedure as set forth in Section 197-c of the New York City
Charter (“ULURP”) as further described in Section 6 of this MOU.

The Mayor’s Office recognizes that enactment of the State Amendment as early as
practicable in the next legislative session is essential to the Project’s planning and construction
timeline. Therefore, the parties shall cooperate in preparing a draft of the State Amendment in
accordance with the foregoing, in seeking a Home Rule message from the New York City Council
and in advocating enactment of such State Amendment. The parties further recognize and
understand that support for the State Amendment by elected officials at the local and State level
will be critical to obtaining the Home Rule message, and that the parties will cooperate in obtaining
such support.

5. Environmental Review

The separate components of the New Green Willets Project and the Willets Point Project
will be jointly reviewed and analyzed under the State Environmental Quality Review Act and City
Environmental Quality Review (“SEQRA/CEQR”) and it is anticipated that a Generic
Environmental Impact Statement (“GEIS”) will be prepared. The Deputy Mayor for Economic
and Workforce Development will act as “lead agency” and, together with the Mayor’s Office of
Environmental Coordination, will manage the activities of all City and State agencies involved in
SEQRA/CEQR (including seeking prompt reviews of applicable materials), as well as gather
information required from the WPP Developers. The parties and the WPP Developers will jointly
approve the environmental consultants who will prepare the drafts and final versions of the Generic
Environmental Impact Statement and other SEQRA/CEQR reports and documents, as well as share
in the costs thereof pursuant to a separate written agreement.

3
29906186.2
6. Public Approvals

The use and development of the New Green Willets Project will be governed by the State
Amendment and the NGW Site Plan. The NGW Site Plan will be reviewed and approved pursuant
to ULURP in the same manner as would a site plan for a large-scale development special permit,
pursuant to the Zoning Resolution of the City of New York (the “Zoning Resolution”). The NGW
Site Plan will set forth the location of buildings, uses and open areas within the Project but,
consistent with the historic status of the NGW Site, will not be mapped within a zoning district or
otherwise subject to the Zoning Resolution.

It is the expectation of the parties that the ULURP will commence as soon as practicable
following the passage of the State Amendment and the completion of the draft GEIS. In addition,
the parties will use good faith efforts to have the ULURP for the NGW Site Plan proceed
contemporaneously with the ULURP applications required by the Willets Point Project. The
parties recognize the importance of obtaining frequent and early public input with respect to the
development of the NGW Site Plan and the New Green Willets Project overall. In furtherance
thereof, the parties agree to cooperate in a coordinated public outreach to the local elected officials,
civic organizations and the broader community during the period prior to the commencement of
ULURP.

7. Project Schedule

The parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this MOU. The parties will meet on
a regular basis to review and discuss progress under the Project Schedule and to address any
potential delays.

8. Project Agreements

The parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field, inclusive of the agreements with the New York City Industrial
Development Agency (“IDA”) and other parties pertaining to the bond financings, to allow for the
severance and release of the NGW Site, while preserving the existing financial structure applicable
to Citi Field.

Following such severance and release, the parties will implement a new transaction
structure for the NGW Site to enable NGW and its development partners to construct, use, operate
and finance the New Green Willets Project. This transaction structure is anticipated to consist of
separate and individually financeable ground leases for 99 years from the City to NGW and/or its
development partners for each component of the New Green Willets Project, together with
additional required transaction documents (collectively, the “Project Agreements”).

4
29906186.2
Consistent with the requirements for capitalizing other multi-building projects, such as
Hudson Yards and the World Trade Center, each ground lease will be separate and not cross-
defaulted or cross-collateralized in any manner with any other ground lease. Each ground lease
will contain provisions customary for similar City projects pertaining to construction and use
requirements, maintenance and capital improvements, defaults, lender cure rights, transfer
provisions, etc. The Project Agreements will require compliance with the NGW Site Plan, the
NGW Design Guidelines, applicable workforce development and other project commitments and
project components related to the environment applicable to the NGW Site that arise out of the
environmental review process.

The parties will further cooperate on providing exemptions from sales taxes on materials
that are incorporated in the project with title vesting in the City as well as mortgage recording
taxes. To the extent necessary or desirable to facilitate the financing arrangements for parking,
public spaces and other infrastructure as generally described below, an appropriate entity (such as
the IDA or a local development corporation) may be interposed in the real estate structure.

9. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The parties recognize that the New Green Willets Project will include significant
improvements that will also benefit the Soccer Stadium, Citi Field, residents and users of the
Project, the broader Queens neighborhoods and, the City as a whole. These improvements include
the construction of structured parking facilities to ensure that there remains sufficient parking
available for baseball and soccer games, USTA events, as well as daily use while freeing up
underutilized surface lots for redevelopment. In addition, the NGW Site Plan contemplates the
creation of significant new public open spaces that will transform the previously inaccessible
surface parking areas into a major new recreational destination for the surrounding neighborhoods.

The parties will pursue financial arrangements that utilize rent payments, payments in lieu
of taxes and other revenue sources that prioritize their application to the construction and operation
of such public facilities prior to other uses. Any such financial arrangements will be non-recourse
to the City and its agencies and will be secured by the leasehold and other private interests in the
NGW Site. In addition, the parties will explore the use of new revenue sources, such as from
digital signage, that could be utilized to fund such costs.

Except with respect to the financial arrangements described above, NGW and its
development partners will be responsible for the costs of constructing and maintaining all
necessary infrastructure within the NGW Site. It is understood and agreed that NGW and its
development partners will not be responsible for designing, financing, constructing or maintaining
the public infrastructure required to improve vehicular and pedestrian traffic, including any
highway ramps, nor for any mitigation measures adopted in the GEIS, except to the extent such
impacts for which temporary mitigation is required to alleviate noise, air quality and other impacts
directly caused by the construction of the New Green Willets Project or are required to be
performed on and are part of the City Field Area Redevelopment Project.

5
29906186.2
10. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with EDC, NGW
will prepare a detailed workforce development and project commitment plan that will be
attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by
dividing services and materials to be subcontracted into packages that would be available to such
firms and local contractor community, as feasible and appropriate; (iii) conducting local training
and hiring to ensure members of the community are properly prepared for job opportunities at
the project; and (iv) cooperating with the City, organized labor and other parties on other
appropriate strategies.

11. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

12. Non-Binding MOU; Termination

The parties acknowledge and agree that (a) neither the provisions of this MOU, nor any
discussions had or to be had between the parties shall in any respect for the basis for any action
against, or claim of liability on the part of, any or all of the parties; and (b) this MOU is non-
binding and does not create or give rise to any legally enforceable rights or legally enforceable
obligations or liabilities of any kind on the part of any party hereto. This MOU may be terminable
at will be either of the parties upon ten (10) days’ prior written notice.

Please execute this MOU to indicate your acknowledgement of, and agreement to, the foregoing.

[Signature page follows]

6
29906186.2
Very truly yours,

By: ______________________
Name: Maria Torres-Springer
Title: Deputy Mayor for Economic and
Workforce Development

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By: _____________________
Name:
Title:

7
29906186.2
From: Melissa Román Burch <mburch@edc.nyc>
Sent: Tuesday, August 16, 2022 4:03 PM
To: Golomb, Tal; Andrew Kimball; Cecilia Kushner; PJ Berg; Bliss, Nate; 'Michael.sullivan@87(2)(b)
'Manson, Emma <emanson@87(2)(b) Amin, Anand; 'Nelson, Jeffrey <jnelson@87(2)(b)
'jortiz@87(2)(b) Hester Muis; John Raymond
Subject: New Green Willets (NGW)
New Green Willets (NGW)->New Green Willets (NGW).eml

Hello NGW Team,

Thank you for the project introduction a few weeks back. We look forward to discussing this revised attached MOU with you
and progressing a new vision for the CitiField parking lots.

Best, Melissa

Melissa Román Burch


Chief Operating Officer

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
M: 87(2)(b) Mburch@edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, July 27, 2022 6:27 PM
To: Andrew Kimball <akimball@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; PJ
Berg <pberg@edc.nyc>; Bliss, Nate <NBliss@87(2)(b) 'Michael.sullivan@87(2)(b)
<Michael.sullivan@87(2)(b) 'Manson, Emma <emanson@87(2)(b) <emanson@87(2)(b) Amin, Anand
<AAmin@87(2)(b) 'Nelson, Jeffrey <jnelson@87(2)(b) <jnelson@87(2)(b) 'jortiz@87(2)(b)
<jortiz@87(2)(b)
Subject: RE: CONFIRMED: In‐Person Meeting re: Citi Field

You don't often get email from tal.golomb@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

All ‐‐ It was good seeing everyone today and thank you for taking the time to delve into this exciting project. You had asked for
a word copy of our draft MOU, which I am attaching. Happy to discuss any questions/comments.

Thanks,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
New Green Willets (NGW)->New Green Willets (NGW).eml->NGW EDC draft 081622 EDC.docx

NYCEDC Draft as of August 16, 2022

August __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”)1 sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company2 (“NGW” and, together with NYCEDC, each a “Party” and
together, the “Parties”), an entity formed, wholly-owned, and controlled by [ ] 3 to
undertake the redevelopment of underutilized parking areas adjacent and accessory to Citi Field,
located west of Seaver Way, with a major mixed-use development (the “New Green Willets
Project” or “Project”). The New Green Willets Project is anticipated to be comprised of
destination entertainment, hotel, conference and meeting center, food and beverage, significant
public open spaces and other amenities, as well as new parking facilities and other agreed upon
uses.

1. Overview of the New Green Willets Project

The New Green Willets Project would be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, significant public open spaces and other
amenities, as well as such parking facilities as needed, and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include another use or uses
acceptable to NYCEDC and the City in their sole discretion.
1
To be reviewed by DCP, Parks and City Law.
2
Register to do business in NY.
3
Ownership information to be provided by NGW.
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with the New York City Department of City Planning, the New
York City Department of Parks and Recreation and other applicable City agencies to develop and
review a site plan for the New Green Willets Project to be constructed on the NGW Site (the
“NGW Site Plan”) and design guidelines for improvements to be constructed on the NGW Site
(collectively, the “NGW Design Guidelines”). The NGW Site Plan would be subject to Public
Approvals (as described in Section 4 below, the “Public Approvals”). The NGW Design
Guidelines, which will elaborate on the NGW Site Plan, are intended to be incorporated in the
Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
shall be responsible for cost and implementation of any mitigations as required by the
environmental review findings for the proposed Project, in all events to the extent such mitigations
are practicable. NGW shall be responsible for preparing environmental review documents as
required by the lead agency for environmental review.

3. State Legislation Amendment

The New Green Willets Project would require an amendment (the “State Amendment”) to
the State legislation adopted in 1961 and codified in Section 18-118 of the New York City
Administrative Code that alienated a portion of Flushing Meadows-Corona Park and permitted the
construction of Shea Stadium and its redevelopment as Citi Field, together with adjacent surface
parking areas. NGW acknowledges that the State Amendment may include a requirement for
replacement parkland or financial investments in parkland. For avoidance of doubt, NGW
commits to obtaining authorization for the Project pursuant to the Uniform Land Use Review
Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”), notwithstanding
any other process that the State Amendment may permit to authorize the Project.

2
NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and is advocating enactment of the State Amendment.

4. Public Approvals

The use and development of the New Green Willets Project would be governed by the State
Amendment and the NGW Site Plan. The Project would be reviewed and approved pursuant to
ULURP. NGW shall provide all uses consistent with good planning principles and required during
the course of ULURP and other public approvals.

The Parties recognize the importance of obtaining frequent and early public input with
respect to the development of the NGW Site Plan and the New Green Willets Project overall. In
furtherance thereof, the Parties agree to cooperate in public outreach led by NGW to the local
elected officials, civic organizations and the broader community during the period prior to the
commencement of ULURP.

5. Project Schedule

The Parties would develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. The Parties would meet
on a regular basis to review and discuss progress under the Project Schedule and to address any
potential delays.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties would work together to amend the existing leases and other project
agreements pertaining to Citi Field to enable NGW and its development partners to construct, use,
operate and finance the New Green Willets Project (the agreements to effectuate such new
transaction structure, collectively, the “Project Agreements”). The Project Agreements shall
comply with the requirements relating to the use of the NGW Site set forth in the existing
agreements between the City and USTA National Tennis Center Incorporated.

The Project Agreements would require compliance with the State Amendment, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW and/or Ballpark LLC and/or Sterling Mets, L.P.

3
and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC (“CFG”),
including provisions which set forth the agreed upon terms for the use of up to 4,000 parking
spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be reasonably
satisfactory to NYCEDC. The obligations set forth in such memorandum of understanding related
to the provision of parking shall not be contingent upon the implementation of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project).

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
would prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that would be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

4
9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

5
Exhibit A
NGW Site4

4
NGW to provide.
From: Nelson, Jeffrey <jnelson@87(2)(b)
Sent: Wednesday, August 17, 2022 1:02 PM
To: Melissa Román Burch
Subject: RE: New Green Willets (NGW)
RE: New Green Willets (NGW)->RE_ New Green Willets (NGW).eml

[EXTERNAL EMAIL]

Melissa –

Thanks for sending this over. We are reviewing and will be back in touch asap. I think a call to discuss will make the most sense
as a next step.

Just wanted to confirm receipt!

Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: Melissa Román Burch <mburch@edc.nyc>


Sent: Tuesday, August 16, 2022 4:03 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Andrew Kimball <akimball@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; PJ
Berg <pberg@edc.nyc>; Bliss, Nate <NBliss@87(2)(b) 'Michael.sullivan@87(2)(b)
<Michael.sullivan@87(2)(b) Manson, Emma <emanson@87(2)(b) Amin, Anand <AAmin@87(2)(b) Nelson,
Jeffrey <jnelson@87(2)(b) 'jortiz@87(2)(b) <jortiz@87(2)(b) Hester Muis <hmuis@edc.nyc>; John Raymond
<jraymond@edc.nyc>
Subject: New Green Willets (NGW)

Hello NGW Team,

Thank you for the project introduction a few weeks back. We look forward to discussing this revised attached MOU with you
and progressing a new vision for the CitiField parking lots.

Best, Melissa

Melissa Román Burch


Chief Operating Officer

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
M: 87(2)(b) Mburch@edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, July 27, 2022 6:27 PM
To: Andrew Kimball <akimball@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; PJ
Berg <pberg@edc.nyc>; Bliss, Nate <NBliss@87(2)(b) 'Michael.sullivan@87(2)(b)
RE: New Green Willets (NGW)->RE_ New Green Willets (NGW).eml

<Michael.sullivan@87(2)(b) 'Manson, Emma <emanson@87(2)(b) <emanson@87(2)(b) Amin, Anand


<AAmin@87(2)(b) 'Nelson, Jeffrey <jnelson@87(2)(b) <jnelson@87(2)(b) 'jortiz@87(2)(b)
<jortiz@87(2)(b)
Subject: RE: CONFIRMED: In‐Person Meeting re: Citi Field

You don't often get email from tal.golomb@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

All ‐‐ It was good seeing everyone today and thank you for taking the time to delve into this exciting project. You had asked for
a word copy of our draft MOU, which I am attaching. Happy to discuss any questions/comments.

Thanks,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: PJ Berg <pberg@edc.nyc>
Sent: Monday, August 22, 2022 4:28 PM
To: Nelson, Jeffrey; Melissa Román Burch; Rebecca de Forest (Temp); Robert LaPalme
Cc: Tal J. Golomb (tal.golomb@87(2)(b)
Subject: Re: New Green Willets (NGW)
Re: New Green Willets (NGW)->Re_ New Green Willets (NGW).eml

Hi Jeff,

Adding Rebecca to help with Melissa's calendar, as well as our attorney Bob.

Look forward to discussing.

PJ Berg
NYCEDC
87(2)(b)
From: Nelson, Jeffrey <jnelson@87(2)(b)
Sent: Monday, August 22, 2022 2:43:24 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: RE: New Green Willets (NGW)

You don't often get email from jnelson@87(2)(b) Learn why this is important

[EXTERNAL EMAIL]

Melissa and PJ –

We’d like to set up time for a call this week to discuss your markup. I am not sure who on your side needs to be involved, but
our thought was to keep this relatively small. We appreciate the efforts on the letter agreement and only have a handful of
points to discuss.

We are available Wednesday 2‐5:30 if there is a window that works for you.

Regards,

Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: Melissa Román Burch <mburch@edc.nyc>


Sent: Tuesday, August 16, 2022 4:03 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Andrew Kimball <akimball@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; PJ
Berg <pberg@edc.nyc>; Bliss, Nate <NBliss@87(2)(b) 'Michael.sullivan@87(2)(b)
<Michael.sullivan@87(2)(b) Manson, Emma <emanson@87(2)(b) Amin, Anand <AAmin@87(2)(b) Nelson,
Re: New Green Willets (NGW)->Re_ New Green Willets (NGW).eml

Jeffrey <jnelson@87(2)(b) 'jortiz@87(2)(b) <jortiz@87(2)(b) Hester Muis <hmuis@edc.nyc>; John Raymond


<jraymond@edc.nyc>
Subject: New Green Willets (NGW)

Hello NGW Team,

Thank you for the project introduction a few weeks back. We look forward to discussing this revised attached MOU with you
and progressing a new vision for the CitiField parking lots.

Best, Melissa

Melissa Román Burch


Chief Operating Officer

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
M: 87(2)(b) Mburch@edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, July 27, 2022 6:27 PM
To: Andrew Kimball <akimball@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; PJ
Berg <pberg@edc.nyc>; Bliss, Nate <NBliss@87(2)(b) 'Michael.sullivan@87(2)(b)
<Michael.sullivan@87(2)(b) 'Manson, Emma <emanson@87(2)(b) <emanson@87(2)(b) Amin, Anand
<AAmin@87(2)(b) 'Nelson, Jeffrey <jnelson@87(2)(b) <jnelson@87(2)(b) 'jortiz@87(2)(b)
<jortiz@87(2)(b)
Subject: RE: CONFIRMED: In‐Person Meeting re: Citi Field

You don't often get email from tal.golomb@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

All ‐‐ It was good seeing everyone today and thank you for taking the time to delve into this exciting project. You had asked for
a word copy of our draft MOU, which I am attaching. Happy to discuss any questions/comments.

Thanks,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: Rebecca de Forest (Temp) <rdeforest@edc.nyc> on behalf of Melissa Román Burch
<mburch@edc.nyc>
Sent: Monday, August 22, 2022 5:20 PM
To: John Raymond; Hester Muis; Robert LaPalme; PJ Berg; Meredith Jones; Jnelson@87(2)(b)
tal.golomb@87(2)(b)
Subject: Virtual Meeting ‐ Re: New Green Willets
Virtual Meeting - Re: New Green Willets ->Virtual Meeting - Re_ New Green Willets .eml

________________________________________________________________________________

Microsoft Teams meeting


Join on your computer or mobile app
Click here to join the meeting

Meeting ID: 87(2)(b)


Passcode: 87(2)(b)
Download Teams | Join on the web

Or call in ﴾audio only﴿


87(2)(b) United States, New York City
Phone Conference ID: 87(2)(b)
Find a local number | Reset PIN

Learn More | Meeting options

________________________________________________________________________________
From: Golomb, Tal <Tal.Golomb@87(2)(b)
Sent: Wednesday, August 24, 2022 6:35 PM
To: 'Melissa Román Burch'; John Raymond; Hester Muis; Robert LaPalme; PJ Berg; Meredith Jones;
Jnelson@87(2)(b)
Subject: RE: Virtual Meeting ‐ Re: New Green Willets
RE: Virtual Meeting - Re: New Green Willets ->RE_ Virtual Meeting - Re_ New Green Willets .eml

[EXTERNAL EMAIL]

All – It was great speaking with you today. As previewed on the call, attached are our comments on the letter. We also have in
our court to send to you the milestone environmental review schedule, which once we discuss, we propose attaching to the
letter. In the meantime, please let us know of any comments or questions on the attached.

Many thanks,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
RE: Virtual Meeting - Re: New Green Willets ->RE_ Virtual Meeting - Re_ New Green Willets .eml->City MOU (NGW Comments 8_23).DOCX

NGW Draft as of August 24, 2022

August __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), to undertake
the redevelopment of approximately 50 acres of underutilized, asphalt surface parking areas
adjacent and accessory to Citi Field, located west of Seaver Way, with a major mixed-use
development (the “New Green Willets Project” or “Project”). The New Green Willets Project is
anticipated to be comprised of destination entertainment, hotel, conference and meeting center,
food and beverage, approximately 20 acres of public open spaces and other amenities, as well as
structured parking facilities and other agreed upon uses. The Project is expected to be a significant
generator of well-paying construction, entertainment, hotel, building services and other jobs, as
well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses mutually acceptable to the parties.

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and EDC shall coordinate the responses of, the New York
City Department of City Planning (“DCP”), the New York City Department of Parks and
Recreation (“DPR”) and other applicable City agencies to develop and review a site plan for the
New Green Willets Project to be constructed on the NGW Site (the “NGW Site Plan”) and design
guidelines for improvements to be constructed on the NGW Site (collectively, the “NGW Design
Guidelines”). The NGW Site Plan will be subject to Public Approvals (as described in Section 4
below, the “Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW
Site Plan, are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense.
NYCEDC, together with the lead agency (which is expected to be the Office of the Deputy Mayor
of Economic and Workforce Development), will coordinate review and input by the applicable
reviewing agencies so as to complete the environmental review consistent with the milestone
schedule attached as Exhibit B. Subject to Section 7 below, NGW shall be responsible for cost
and implementation of any mitigations as required by the environmental review findings for the
proposed Project, in all events to the extent such mitigations are practicable. NGW shall be
responsible for preparing environmental review documents as required by the lead agency for
environmental review.

3. State Legislation Amendment

The NGW Site was alienated pursuant to State legislation adopted in 1961 and codified in
Section 18-118 of the New York City Administrative Code that alienated a portion of Flushing
Meadows-Corona Park and permitted the construction of Shea Stadium and its redevelopment as
Citi Field, together with adjacent surface parking areas. An amendment (the “State Amendment”)
to the legislation will be required to authorize the additional uses described in Section 1 above
within the NGW Site. The State Amendment is further expected to create a process consistent

2
29906186.4
with the Uniform Land Use Review Procedure as set forth in Section 197-c of the New York City
Charter (“ULURP”) to review and adopt the NGW Site Plan.

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and is advocating enactment of the State Amendment.

4. Public Approvals

Immediately following the enactment of the State Amendment, NGW will pursue the
adoption of the NGW Site Plan pursuant to the process set forth in the State Amendment that will
require ULURP review. NGW shall provide all uses consistent with good planning principles and
required during the course of ULURP and other public approvals.

The Parties recognize the importance of obtaining frequent and early public input with
respect to the development of the NGW Site Plan and the New Green Willets Project overall. In
furtherance thereof, the Parties agree to cooperate in public outreach led by NGW to the local
elected officials, civic organizations and the broader community during the period prior to the
commencement of ULURP. The Parties will further cooperate in obtaining input and
administrative support from applicable governmental agencies, including DCP, DPR, New York
City Department of Environmental Protection, New York City Department of Transportation and
the Metropolitan Transportation Authority.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include the anticipated timeline for the environmental review for the Project as set
forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review and
discuss progress under the Project Schedule and to address any potential delays.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated, as may be modified to allow for parking by
NYCFC or CFG (as defined below) or in connection with construction activities and relocated
parking into parking structures.

3
29906186.4
The Project Agreements will require compliance with the State Amendment, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW and New York City Football Club, LLC
(“NYCFC”) and/or CFG Stadium Group, LLC (“CFG”), including provisions which set forth the
agreed upon terms for the use of up to 4,000 parking spaces on game/event days for the benefit of
NYCFC and/or CFG, which terms shall be reasonably satisfactory to NYCEDC. The obligations
set forth in such memorandum of understanding related to the provision of parking are not
contingent upon the implementation of the Project but are being offered by NGW, among other
things, in anticipation of advancing this Project. NYCEDC will assist in the coordination of the
environmental review and public approval for each of (i) the Project and (ii) the development of
the new soccer stadium and affordable housing at Willets Point with the intention that all parties
will operate diligently and in good faith to achieve the Project Schedule (including the
environmental review timeline set forth on Exhibit B).

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use revenue streams generated by the Project to finance the construction of such public
infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection

4
29906186.4
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]

ACCEPTED AND AGREED:

5
29906186.4
NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4
Exhibit A
NGW Site1

1
NGW to provide.

7
29906186.4
Exhibit B
Environmental Review Timeline

8
29906186.4
RE: Virtual Meeting - Re: New Green Willets ->RE_ Virtual Meeting - Re_ New Green Willets .eml->redline (EDC_NGW Letter).pdf

NYCEDCNGW Draft as of August 1624, 2022

August __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”)1 sets forth certain understandings and agreements between New
York City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company2 and an entity owned and controlled by Cohen Private
Venture (“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), an
entity formed, wholly-owned, and controlled by [ ]3to undertake the
redevelopment of approximately 50 acres of underutilized, asphalt surface parking areas adjacent
and accessory to Citi Field, located west of Seaver Way, with a major mixed-use development
(the “New Green Willets Project” or “Project”). The New Green Willets Project is anticipated to
be comprised of destination entertainment, hotel, conference and meeting center, food and
beverage, significantapproximately 20 acres of public open spaces and other amenities, as well
as newstructured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and
other jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project wouldwill be developed by NGW and its development
partners on areas surrounding Citi Field that are owned by the City of New York (the “City”) and
currently leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more
specifically described on Exhibit A, the “NGW Site”). The New Green Willets Project is
proposed to consist of up to 4 million square feet of new construction, including destination
entertainment, hotel, conference and meeting center, food and beverage,
significantapproximately 20 acres of public open spaces and other amenities, as well as

1 To be reviewed by DCP, Parks and City Law.


2 Register to do business in NY.
3 Ownership information to be provided by NGW.

29906186.4
suchstructured parking facilities as needed, and other agreed upon uses, all of which would
benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may
include a gaming facility. If a gaming license is not granted, the Project shall include anothera
replacement use or uses mutually acceptable to NYCEDC and the City in their sole
discretionparties.

2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and EDC shall coordinate the responses of, the New York
City Department of City Planning (“DCP”), the New York City Department of Parks and
Recreation (“DPR”) and other applicable City agencies to develop and review a site plan for the
New Green Willets Project to be constructed on the NGW Site (the “NGW Site Plan”) and
design guidelines for improvements to be constructed on the NGW Site (collectively, the “NGW
Design Guidelines”). The NGW Site Plan wouldwill be subject to Public Approvals (as
described in Section 4 below, the “Public Approvals”). The NGW Design Guidelines, which
will elaborate on the NGW Site Plan, are intended to be incorporated in the Project Agreements
(as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process
for community engagement, as well as a press and public relations plan. Community
engagement must include mechanisms for meaningful input, transparency and accountability
throughout ULURP. This requires proper outreach to residents and relevant stakeholders about
opportunities to engage in the planning process, consistent timelines, timely notices, language
accessibility, and publicly accessible materials and information. Communities surrounding
Willets Point include but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona,
Flushing and (iv) all neighborhoods represented in Queens Community Board Districts 3, 4, and
7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection
with the Project. NGW acknowledges and agrees that to complete such reviews, assessments
and impact statements, and the work necessary in connection therewith, NGW shall retain a
qualified consultant selected by NGW as its environmental consultant at its sole cost and
expense. NYCEDC, together with the lead agency (which is expected to be the Office of the
Deputy Mayor of Economic and Workforce Development), will coordinate review and input by
the applicable reviewing agencies so as to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. Subject to Section 7 below, NGW shall be responsible
for cost and implementation of any mitigations as required by the environmental review findings
for the proposed Project, in all events to the extent such mitigations are practicable. NGW shall
be responsible for preparing environmental review documents as required by the lead agency for
environmental review.

2
29906186.4
3. State Legislation Amendment

The New Green Willets Project would require an amendment (the “State Amendment”)
to theNGW Site was alienated pursuant to State legislation adopted in 1961 and codified in
Section 18-118 of the New York City Administrative Code that alienated a portion of Flushing
Meadows-Corona Park and permitted the construction of Shea Stadium and its redevelopment as
Citi Field, together with adjacent surface parking areas. NGW acknowledges that the An
amendment (the “State Amendment may include a requirement for replacement parkland or
financial investments in parkland. For avoidance of doubt, NGW commits to obtaining
authorization for the Project pursuant to”) to the legislation will be required to authorize the
additional uses described in Section 1 above within the NGW Site. The State Amendment is
further expected to create a process consistent with the Uniform Land Use Review Procedure as
set forth in Section 197-c of the New York City Charter (“ULURP”), notwithstanding any other
process that the State Amendment may permit to authorize the Project to review and adopt the
NGW Site Plan.

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and is advocating enactment of the State Amendment.

4. Public Approvals

The use and development of the New Green Willets Project would be governed by
theImmediately following the enactment of the State Amendment and, NGW will pursue the
adoption of the NGW Site Plan. The Project would be reviewed and approved pursuant to the
process set forth in the State Amendment that will require ULURP review. NGW shall provide
all uses consistent with good planning principles and required during the course of ULURP and
other public approvals.

The Parties recognize the importance of obtaining frequent and early public input with
respect to the development of the NGW Site Plan and the New Green Willets Project overall. In
furtherance thereof, the Parties agree to cooperate in public outreach led by NGW to the local
elected officials, civic organizations and the broader community during the period prior to the
commencement of ULURP. The Parties will further cooperate in obtaining input and
administrative support from applicable governmental agencies, including DCP, DPR, New York
City Department of Environmental Protection, New York City Department of Transportation and
the Metropolitan Transportation Authority.

5. Project Schedule

The Parties wouldwill develop a master schedule (the “Project Schedule”) for all
activities and work streams required to complete the activities described in this Letter. In
particular, the Project Schedule will include the anticipated timeline for the environmental

3
29906186.4
review for the Project as set forth on Exhibit B attached to this Letter. The Parties wouldwill
meet on a regular basis to review and discuss progress under the Project Schedule and to address
any potential delays.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties wouldwill work together to amend the existing leases and other project
agreements pertaining to Citi Field to enable NGW and its development partners to construct,
use, operate and finance the New Green Willets Project (the agreements to effectuate such new
transaction structure, collectively, the “Project Agreements”). The Project Agreements shall
comply with the requirements relating to the use of the NGW Site set forth in the existing
agreements between the City and USTA National Tennis Center Incorporated, as may be
modified to allow for parking by NYCFC or CFG (as defined below) or in connection with
construction activities and relocated parking into parking structures.

The Project Agreements wouldwill require compliance with the State Amendment,
Public Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce
development and other project commitments and project components related to any
environmental mitigation measures identified in the final environmental impact statement for the
proposed Project, as well as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW and/or Ballpark LLC and/or Sterling Mets, L.P.
and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shallare not be contingent upon the
implementation of the Project. but are being offered by NGW, among other things, in
anticipation of advancing this Project. NYCEDC will assist in the coordination of the
environmental review and public approval for each of (i) the Project and (ii) the development of
the new soccer stadium and affordable housing at Willets Point with the intention that all parties
will operate diligently and in good faith to achieve the Project Schedule (including the
environmental review timeline set forth on Exhibit B).

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the

4
29906186.4
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use revenue streams generated by the Project to finance the construction of such
public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC,
NGW wouldwill prepare a detailed workforce development and project commitment plan
acceptable to NYCEDC that wouldwill be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by
dividing services and materials to be subcontracted into packages that would be available to such
firms and local contractor community, as feasible and appropriate; (iii) conducting local training
and hiring to ensure members of the community are properly prepared for job opportunities at the
project;(iv) cooperating with the City, organized labor and other parties on other appropriate
strategies and requirements, including compliance with labor peace requirements under
applicable law and Mayoral executive orders; and (v) participation in the HireNYC Construction
and HireNYC Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives


that increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights

5
29906186.4
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this
Letter, shall in any respect be the basis for any action against, or claim of liability on the part of
either of the Parties or the City; and (b) this Letter is non-binding and does not create or give rise
to any legally enforceable rights or legally enforceable obligations or liabilities of any kind on
the part of any Party hereto or the City.

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4
Exhibit A
NGW Site41

41 NGW to provide.

7
29906186.329906186.4
Exhibit B
Environmental Review Timeline

8
29906186.329906186.4
Summary report:
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Total Changes: 100
From: Melissa Román Burch <mburch@edc.nyc>
Sent: Friday, August 26, 2022 10:11 AM
To: Golomb, Tal; John Raymond; Hester Muis; Robert LaPalme; PJ Berg; Meredith Jones; Jnelson@87(2)(b)
Cc: Karnovsky, David; Quart, David; Lehman, Ellen; Manson, Emma
Subject: RE: Virtual Meeting ‐ Re: New Green Willets
RE: Virtual Meeting - Re: New Green Willets ->RE_ Virtual Meeting - Re_ New Green Willets .eml

Thank you Tal, we are reviewing the mark up and milestones and will reach back out next week with an update.

Melissa Román Burch


Chief Operating Officer

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
M: 87(2)(b) Mburch@edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Friday, August 26, 2022 9:19 AM
To: Melissa Román Burch <mburch@edc.nyc>; John Raymond <jraymond@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Robert
LaPalme <rlapalme@edc.nyc>; PJ Berg <pberg@edc.nyc>; Meredith Jones <mjones@edc.nyc>; Jnelson@87(2)(b)
Cc: Karnovsky, David <David.Karnovsky@87(2)(b) Quart, David <dquart@87(2)(b) Lehman, Ellen
<Ellen.Lehman@87(2)(b) Manson, Emma <emanson@87(2)(b)
Subject: RE: Virtual Meeting ‐ Re: New Green Willets

[EXTERNAL EMAIL]

And – as promised, attached is our proposed exhibit B to attach to the letter that describes the environmental review
milestones. It may make sense to have a specific working group that includes David Quart at VHB and my colleagues, David
Karnovsky and Ellen Lehman (copied here), to walk through any questions. Thanks!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, August 24, 2022 6:35 PM
To: 'Melissa Román Burch' <mburch@edc.nyc>; John Raymond <jraymond@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Robert
LaPalme <rlapalme@edc.nyc>; PJ Berg <pberg@edc.nyc>; Meredith Jones <mjones@edc.nyc>; Jnelson@87(2)(b)
Subject: RE: Virtual Meeting ‐ Re: New Green Willets

All – It was great speaking with you today. As previewed on the call, attached are our comments on the letter. We also have in
our court to send to you the milestone environmental review schedule, which once we discuss, we propose attaching to the
letter. In the meantime, please let us know of any comments or questions on the attached.

Many thanks,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com
RE: Virtual Meeting - Re: New Green Willets ->RE_ Virtual Meeting - Re_ New Green Willets .eml

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
From: Nelson, Jeffrey <jnelson@87(2)(b)
Sent: Friday, August 26, 2022 10:22 AM
To: Melissa Román Burch; Golomb, Tal; John Raymond; Hester Muis; Robert LaPalme; PJ Berg; Meredith
Jones
Cc: Karnovsky, David; Quart, David; Lehman, Ellen; Manson, Emma
Subject: RE: Virtual Meeting ‐ Re: New Green Willets
RE: Virtual Meeting - Re: New Green Willets ->RE_ Virtual Meeting - Re_ New Green Willets .eml

You don't often get email from jnelson@87(2)(b) Learn why this is important

[EXTERNAL EMAIL]

Thanks very much, Melissa. Hope everyone has a great weekend, and we look forward to your feedback.

Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: Melissa Román Burch <mburch@edc.nyc>


Sent: Friday, August 26, 2022 10:11 AM
To: Golomb, Tal <Tal.Golomb@87(2)(b) John Raymond <jraymond@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Robert
LaPalme <rlapalme@edc.nyc>; PJ Berg <pberg@edc.nyc>; Meredith Jones <mjones@edc.nyc>; Nelson, Jeffrey
<jnelson@87(2)(b)
Cc: Karnovsky, David <David.Karnovsky@87(2)(b) Quart, David <dquart@87(2)(b) Lehman, Ellen
<Ellen.Lehman@87(2)(b) Manson, Emma <emanson@87(2)(b)
Subject: RE: Virtual Meeting ‐ Re: New Green Willets

Thank you Tal, we are reviewing the mark up and milestones and will reach back out next week with an update.

Melissa Román Burch


Chief Operating Officer

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
M: 87(2)(b) Mburch@edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Friday, August 26, 2022 9:19 AM
To: Melissa Román Burch <mburch@edc.nyc>; John Raymond <jraymond@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Robert
LaPalme <rlapalme@edc.nyc>; PJ Berg <pberg@edc.nyc>; Meredith Jones <mjones@edc.nyc>; Jnelson@87(2)(b)
Cc: Karnovsky, David <David.Karnovsky@87(2)(b) Quart, David <dquart@87(2)(b) Lehman, Ellen
<Ellen.Lehman@87(2)(b) Manson, Emma <emanson@87(2)(b)
Subject: RE: Virtual Meeting ‐ Re: New Green Willets

[EXTERNAL EMAIL]

And – as promised, attached is our proposed exhibit B to attach to the letter that describes the environmental review
milestones. It may make sense to have a specific working group that includes David Quart at VHB and my colleagues, David
RE: Virtual Meeting - Re: New Green Willets ->RE_ Virtual Meeting - Re_ New Green Willets .eml

Karnovsky and Ellen Lehman (copied here), to walk through any questions. Thanks!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, August 24, 2022 6:35 PM
To: 'Melissa Román Burch' <mburch@edc.nyc>; John Raymond <jraymond@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Robert
LaPalme <rlapalme@edc.nyc>; PJ Berg <pberg@edc.nyc>; Meredith Jones <mjones@edc.nyc>; Jnelson@87(2)(b)
Subject: RE: Virtual Meeting ‐ Re: New Green Willets

All – It was great speaking with you today. As previewed on the call, attached are our comments on the letter. We also have in
our court to send to you the milestone environmental review schedule, which once we discuss, we propose attaching to the
letter. In the meantime, please let us know of any comments or questions on the attached.

Many thanks,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: Melissa Román Burch <mburch@edc.nyc>
Sent: Friday, September 16, 2022 3:27 PM
To: Tal Golomb (Tal.Golomb@87(2)(b) Nelson, Jeffrey
Cc: John Raymond; Hester Muis; Robert LaPalme
Subject: FW: New Green Willets Letter draft
FW: New Green Willets Letter draft->FW_ New Green Willets Letter draft.eml

Tal and Jeff, as a follow up to our conversation on Tuesday, please see the attached Letter Agreement which addresses all
three of the issues discussed. Based on what we are delivering in this re‐draft there should be substantial alignment and I am
hoping/expecting that we are finished and ready to move to execution. Feel free to reach out once you have reviewed. Best,
Melissa

Melissa Román Burch


Chief Operating Officer

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
M: 87(2)(b) Mburch@edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn


FW: New Green Willets Letter draft->FW_ New Green Willets Letter draft.eml->City NGW Letter EDC Draft 9.16.2022 .docx

EDC Draft as of September 16, 2022

September __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require an amendment (the “State Amendment”) to
the State legislation adopted in 1961 and codified in Section 18-118 of the New York City
Administrative Code that permitted the construction of Shea Stadium and its redevelopment as
Citi Field, together with adjacent surface parking areas. NGW acknowledges that the proposed
form of the State Amendment shall be subject to the prior review and approval of the City. NGW
further acknowledges that any obligations imposed by the State Amendment will be borne by
NGW. For avoidance of doubt, the State Amendment shall require, and NGW commits to obtain,

2
29906186.4
review and adoption of the NGW Site Plan and authorization for the Project pursuant to the
Uniform Land Use Review Procedure as set forth in Section 197-c of the New York City Charter
(“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the State Amendment.

4. Public Approvals

Immediately following the enactment of the State Amendment, NGW will pursue the
adoption of the NGW Site Plan and ULURP review pursuant to the State Amendment. NGW shall
agree to provide all uses consistent with good planning principles and required during the course
of ULURP and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP. The Parties will further
cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

The Project Agreements will require compliance with the State Amendment, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and

3
29906186.4
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to

4
29906186.4
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

5
29906186.4
6
29906186.4
Exhibit A
NGW Site1

1
NGW to provide.

29906186.4
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress2
• Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
• Submit Travel Demand Analysis (TDA) memo
• Lead agency sign-off on RWCDS memo November 2022
• DOT provides fatal flaw review of TDA memo
• Submit draft Environmental Assessment December 2022
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW February 2023
• Publish notice of public scoping meeting3
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters4
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements)

2
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
3
At least 30 days prior to scoping meeting.
4
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

8
29906186.4
FW: New Green Willets Letter draft->FW_ New Green Willets Letter draft.eml->City NGW Letter EDC Draft 9.16.2022 REDLINE.pdf

NGWEDC Draft as of August 24September 16, 2022

AugustSeptember __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), to
undertakeregarding the proposed redevelopment by NGW of approximately 50 acres of
underutilized, asphalt surface parking areas adjacent and accessory to Citi Field, located west of
Seaver Way, with a major mixed-use development (the “New Green Willets Project” or “Project”).
The New Green Willets Project is anticipated to be comprised of destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses. The Project
is expected to be a significant generator of well-paying construction, entertainment, hotel, building
services and other jobs, as well as incorporate environmentally sustainable development
objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses mutually acceptable to the parties.

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and EDCNYCEDC shall coordinate the responses of, the New
York City Department of City Planning (“DCP”), the New York City Department of Parks and
Recreation (“DPR”) and otheras reasonably necessary, applicable City agencies to develop and
review a site plan for the New Green Willets Project to be constructed on the NGW Site (the
“NGW Site Plan”) and design guidelines for improvements to be constructed on the NGW Site
(collectively, the “NGW Design Guidelines”). The NGW Site Plan will be subject to Public
Approvals (as described in Section 4 below, the “Public Approvals”). The NGW Design
Guidelines, which will elaborate on the NGW Site Plan, are intended to be incorporated in the
Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense.
NYCEDC, together with the lead agency (which is expected to be the Office of the Deputy Mayor
of Economic and Workforce Development), will coordinate review and input by the applicable
reviewing agencies so asNGW has advised NYCEDC that it seeks to complete the environmental
review consistent with the milestone schedule attached as Exhibit B. Subject to Section 7 below,
NGW shall be responsible for cost and implementation of any mitigations as required by the
environmental review findings for the proposed Project, in all events to the extent such mitigations
are practicable. NGW shall be responsible for preparing environmental review documents as
required by the lead agency for environmental review. EDC will facilitate the sharing of
information between NGW and any adjacent City-sponsored project, and assist in coordination
across applicable City agencies, as reasonably necessary, to advance environmental review.

3. State Legislation Amendment

The NGW Site was alienated pursuant to The New Green Willets Project would
require an amendment (the “State Amendment”) to the State legislation adopted in 1961 and

2
29906186.4
codified in Section 18-118 of the New York City Administrative Code that alienated a portion of
Flushing Meadows-Corona Park and permitted the construction of Shea Stadium and its
redevelopment as Citi Field, together with adjacent surface parking areas. An amendment (the
“State Amendment”) to the legislation will be required to authorize the additional uses described
in Section 1 above within the NGW Site. The State Amendment is further expected to create a
process consistent with NGW acknowledges that the proposed form of the State Amendment shall
be subject to the prior review and approval of the City. NGW further acknowledges that any
obligations imposed by the State Amendment will be borne by NGW. For avoidance of doubt, the
State Amendment shall require, and NGW commits to obtain, review and adoption of the NGW
Site Plan and authorization for the Project pursuant to the Uniform Land Use Review Procedure
as set forth in Section 197-c of the New York City Charter (“ULURP”) to review and adopt the
NGW Site Plan. ”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the State Amendment.

4. Public Approvals

Immediately following the enactment of the State Amendment, NGW will pursue the
adoption of the NGW Site Plan and ULURP review pursuant to the process set forth in the State
Amendment that will require ULURP review.. NGW shall agree to provide all uses consistent
with good planning principles and required during the course of ULURP and other public
approvals.

The Parties recognize the importance of obtaining NYCEDC advises NGW of frequent
and early public input with respect to the development of the NGW Site Plan and the New Green
Willets Project overall. In furtherance thereof, the Parties agree to cooperate inNGW will lead
public outreach led by NGW to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP. The Parties will further
cooperate in obtaining input and administrative support from applicable governmental agencies,
including DCP, DPR, New York City Department of Environmental Protection, New York City
Department of Transportation and the Metropolitan Transportation Authority.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include theNGW’s anticipated timeline for the environmental review for the Project
as set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule and to address any potential delays.

6. Project Agreements

3
29906186.4
On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated, as may be modified to allow for parking by
NYCFC or CFG (as defined below) or in connection with construction activities and relocated
parking into parking structures (“USTA”), and such requirements shall not be modified without
the prior written consent of USTA.

The Project Agreements will require compliance with the State Amendment, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking are not contingent upon the implementation of
the Project but are being offered by NGW, among other things, in anticipation of advancing this
Project. NYCEDC will assist in the coordination of the environmental review and public approval
for each of (i) the Project and (ii) the development of the new soccer stadium and affordable
housing at Willets Point with the intention that all parties will operate diligently and in good faith
to achieve the Project Schedule (including the environmental review timeline set forth on Exhibit
B).shall not be contingent upon the implementation of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

4
29906186.4
NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any

5
29906186.4
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4
Exhibit A
NGW Site1

1
NGW to provide.

29906186.4
Exhibit B

Environmental Review Timeline

Milestone Approximate Timeframe

 NGW collects transportation data September - October 2022


 EDCNGW begins regular meetings on
environmental review progress2
 Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
 Submit Travel Demand Analysis (TDA) memo
 Lead agency sign-off on RWCDS memo November 2022
 DOT provides fatal flaw review of TDA memo
 Submit draft Environmental Assessment December 2022
Statement (EAS)
 Submit Draft Scope of Work (DSOW)
 Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
 Agencies provide comments to EAS and DSOW
 Issuance of Positive Declaration, EAS and DSOW February 2023
 Publish notice of public scoping meeting3
 Public scoping meeting and public comment March 2023
period
 DOT final sign-off on TDA memo April 2023
 Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters4
 Agencies review, comment and sign-off on DEIS

2
EDC will coordinate with NGW and NYCFC, based on consultations with DOT and other reviewing agencies, towill
establish consistent assumptions and standards to be employed for both the Project and the Willets Point soccer
and housingany adjacent City‐sponsored project (e.g., identifying the street intersections to be studied in the
traffic analysis, thenetwork to be analyzed, build year of each project, program andyears, programs, schedule
assumptions for each project, etc. incorporated in the EIS for the other, etc.).all relevant projects). To the extent
feasible, EDC and/or the reviewing agencies will communicate these assumptions and standards in advance of the
preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication or delay. EDC will facilitate
the sharing of information between each projectrelevant projects as reasonably necessary to advance each
environmental review.
3
At least 30 days prior to scoping meeting.
4
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

8
29906186.4
 Publish DEIS and Notice of Completion December 2023
 ULURP certification
 Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements)

9
29906186.4
FW: New Green Willets Letter draft->FW_ New Green Willets Letter draft.eml->City NGW Letter EDC Draft 9.16.2022 CLEAN.docx

EDC Draft as of September 16, 2022

September __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require an amendment (the “State Amendment”) to
the State legislation adopted in 1961 and codified in Section 18-118 of the New York City
Administrative Code that permitted the construction of Shea Stadium and its redevelopment as
Citi Field, together with adjacent surface parking areas. NGW acknowledges that the proposed
form of the State Amendment shall be subject to the prior review and approval of the City. NGW
further acknowledges that any obligations imposed by the State Amendment will be borne by
NGW. For avoidance of doubt, the State Amendment shall require, and NGW commits to obtain,

2
29906186.4
review and adoption of the NGW Site Plan and authorization for the Project pursuant to the
Uniform Land Use Review Procedure as set forth in Section 197-c of the New York City Charter
(“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the State Amendment.

4. Public Approvals

Immediately following the enactment of the State Amendment, NGW will pursue the
adoption of the NGW Site Plan and ULURP review pursuant to the State Amendment. NGW shall
agree to provide all uses consistent with good planning principles and required during the course
of ULURP and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP. The Parties will further
cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

The Project Agreements will require compliance with the State Amendment, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and

3
29906186.4
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to

4
29906186.4
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

5
29906186.4
6
29906186.4
Exhibit A
NGW Site1

1
NGW to provide.

29906186.4
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress2
• Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
• Submit Travel Demand Analysis (TDA) memo
• Lead agency sign-off on RWCDS memo November 2022
• DOT provides fatal flaw review of TDA memo
• Submit draft Environmental Assessment December 2022
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW February 2023
• Publish notice of public scoping meeting3
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters4
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements)

2
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
3
At least 30 days prior to scoping meeting.
4
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

8
29906186.4
FW: New Green Willets Letter draft->FW_ New Green Willets Letter draft.eml->City NGW Letter EDC Draft 9.16.2022 CLEAN.pdf

EDC Draft as of September 16, 2022

September __, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require an amendment (the “State Amendment”) to
the State legislation adopted in 1961 and codified in Section 18-118 of the New York City
Administrative Code that permitted the construction of Shea Stadium and its redevelopment as
Citi Field, together with adjacent surface parking areas. NGW acknowledges that the proposed
form of the State Amendment shall be subject to the prior review and approval of the City. NGW
further acknowledges that any obligations imposed by the State Amendment will be borne by
NGW. For avoidance of doubt, the State Amendment shall require, and NGW commits to obtain,

2
29906186.4
review and adoption of the NGW Site Plan and authorization for the Project pursuant to the
Uniform Land Use Review Procedure as set forth in Section 197-c of the New York City Charter
(“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the State Amendment.

4. Public Approvals

Immediately following the enactment of the State Amendment, NGW will pursue the
adoption of the NGW Site Plan and ULURP review pursuant to the State Amendment. NGW shall
agree to provide all uses consistent with good planning principles and required during the course
of ULURP and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP. The Parties will further
cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

The Project Agreements will require compliance with the State Amendment, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and

3
29906186.4
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to

4
29906186.4
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

5
29906186.4
6
29906186.4
Exhibit A
NGW Site1

1
NGW to provide.

29906186.4
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

 NGW collects transportation data September - October 2022


 NGW begins regular meetings on environmental
review progress2
 Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
 Submit Travel Demand Analysis (TDA) memo
 Lead agency sign-off on RWCDS memo November 2022
 DOT provides fatal flaw review of TDA memo
 Submit draft Environmental Assessment December 2022
Statement (EAS)
 Submit Draft Scope of Work (DSOW)
 Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
 Agencies provide comments to EAS and DSOW
 Issuance of Positive Declaration, EAS and DSOW February 2023
 Publish notice of public scoping meeting3
 Public scoping meeting and public comment March 2023
period
 DOT final sign-off on TDA memo April 2023
 Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters4
 Agencies review, comment and sign-off on DEIS
 Publish DEIS and Notice of Completion December 2023
 ULURP certification
 Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements)

2
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City‐sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
3
At least 30 days prior to scoping meeting.
4
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

8
29906186.4
From: Robert LaPalme <rlapalme@edc.nyc>
Sent: Tuesday, November 8, 2022 4:48 PM
To: Golomb, Tal
Cc: Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg; John Raymond; Brooke Wieczorek;
Brennan, William (Law); Hester Muis
Subject: NGW Letter
NGW Letter->NGW Letter.eml

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)
NGW Letter->NGW Letter.eml->City NGW Letter EDC Draft 11.8.2022 CLEAN.docx

EDC Draft as of November 8, 2022

November 9, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and codified
in Section 18-118 of the New York City Administrative Code that permitted the construction of
Shea Stadium and its redevelopment as Citi Field, together with adjacent surface parking areas.
NGW acknowledges that the proposed form of any New State Legislation shall be subject to the
prior review and approval of the City. NGW further acknowledges that any obligations imposed
by the New State Legislation will be borne by NGW, including, if applicable the fair market value

2
29906186.4
equivalent of any non-monetary obligations. NGW commits to obtain approval pursuant to any
required local processes, including, without limitation, and to the extent applicable, review and
adoption of the NGW Site Plan and authorization for the Project pursuant to the Uniform Land
Use Review Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP, if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

3
29906186.4
The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

4
29906186.4
Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
29906186.4
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4
Exhibit A
NGW Site
[NGW PLEASE PROVIDE]

29906186.4
Exhibit B
Environmental Review Timeline [Revise Timeframes?]
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress1
• Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
• Submit Travel Demand Analysis (TDA) memo
• Lead agency sign-off on RWCDS memo November 2022
• DOT provides fatal flaw review of TDA memo
• Submit draft Environmental Assessment December 2022
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW February 2023
• Publish notice of public scoping meeting2
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification, if applicable
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

29906186.4
NGW Letter->NGW Letter.eml->EDC Draft 11.8 vs 9.16 comparison.pdf

EDC Draft as of September 16November 8, 2022

September __,November 9, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment (the “State Amendment”) to the State legislation
adopted in 1961 and codified in Section 18-118 of the New York City Administrative Code that
permitted the construction of Shea Stadium and its redevelopment as Citi Field, together with
adjacent surface parking areas. NGW acknowledges that the proposed form of theany New State
AmendmentLegislation shall be subject to the prior review and approval of the City. NGW further

2
29906186.4
acknowledges that any obligations imposed by the New State AmendmentLegislation will be
borne by NGW. For avoidance of doubt,, including, if applicable the State Amendment shall
require, and fair market value equivalent of any non-monetary obligations. NGW commits to
obtain approval pursuant to any required local processes, including, without limitation, and to the
extent applicable, review and adoption of the NGW Site Plan and authorization for the Project
pursuant to the Uniform Land Use Review Procedure as set forth in Section 197-c of the New York
City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State
AmendmentLegislation.

4. Public Approvals

Immediately following the enactment of the New State AmendmentLegislation, NGW will
pursue the adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New
State AmendmentLegislation. NGW shall agree to provide all uses consistent with good planning
principles and required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP., if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the

3
29906186.4
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

The Project Agreements will require compliance with the New State
AmendmentLegislation, Public Approvals, NGW Site Plan, the NGW Design Guidelines,
applicable workforce development and other project commitments and project components related
to any environmental mitigation measures identified in the final environmental impact statement
for the proposed Project, as well as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW

4
29906186.4
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
29906186.4
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]
Melissa Román Burch
Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4
Exhibit A
NGW Site
[NGW PLEASE PROVIDE]

29906186.4
Exhibit B
Environmental Review Timeline [Revise Timeframes?]
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress1
• Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
• Submit Travel Demand Analysis (TDA) memo
• Lead agency sign-off on RWCDS memo November 2022
• DOT provides fatal flaw review of TDA memo
• Submit draft Environmental Assessment December 2022
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW February 2023
• Publish notice of public scoping meeting2
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification, if applicable
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

29906186.4
From: PJ Berg <pberg@edc.nyc>
Sent: Tuesday, November 8, 2022 5:22 PM
To: Nelson, Jeffrey
Cc: Melissa Román Burch; Hester Muis
Subject: FW: NGW Letter
FW: NGW Letter->FW_ NGW Letter.eml

Hi Jeff –

Wanted to make sure you and your team received this draft letter that EDC sent to Tal today. (This is what I was calling about.)

PJ

PJ Berg
Senior Vice President, Real Estate Transaction Services

NYCEDC
One Liberty Plaza, New York, NY 10006
T: 212-618-5773 C: 87(2)(b) pberg@edc.nyc

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Tuesday, November 8, 2022 4:48 PM
To: Golomb, Tal <tal.golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ
Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek <bwieczorek@edc.nyc>; Brennan, William
(Law) <wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)
FW: NGW Letter->FW_ NGW Letter.eml->City NGW Letter EDC Draft 11.8.2022 CLEAN.docx

EDC Draft as of November 8, 2022

November 9, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and codified
in Section 18-118 of the New York City Administrative Code that permitted the construction of
Shea Stadium and its redevelopment as Citi Field, together with adjacent surface parking areas.
NGW acknowledges that the proposed form of any New State Legislation shall be subject to the
prior review and approval of the City. NGW further acknowledges that any obligations imposed
by the New State Legislation will be borne by NGW, including, if applicable the fair market value

2
29906186.4
equivalent of any non-monetary obligations. NGW commits to obtain approval pursuant to any
required local processes, including, without limitation, and to the extent applicable, review and
adoption of the NGW Site Plan and authorization for the Project pursuant to the Uniform Land
Use Review Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP, if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

3
29906186.4
The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

4
29906186.4
Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
29906186.4
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4
Exhibit A
NGW Site
[NGW PLEASE PROVIDE]

29906186.4
Exhibit B
Environmental Review Timeline [Revise Timeframes?]
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress1
• Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
• Submit Travel Demand Analysis (TDA) memo
• Lead agency sign-off on RWCDS memo November 2022
• DOT provides fatal flaw review of TDA memo
• Submit draft Environmental Assessment December 2022
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW February 2023
• Publish notice of public scoping meeting2
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification, if applicable
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

29906186.4
FW: NGW Letter->FW_ NGW Letter.eml->EDC Draft 11.8 vs 9.16 comparison.pdf

EDC Draft as of September 16November 8, 2022

September __,November 9, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.

29906186.4
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment (the “State Amendment”) to the State legislation
adopted in 1961 and codified in Section 18-118 of the New York City Administrative Code that
permitted the construction of Shea Stadium and its redevelopment as Citi Field, together with
adjacent surface parking areas. NGW acknowledges that the proposed form of theany New State
AmendmentLegislation shall be subject to the prior review and approval of the City. NGW further

2
29906186.4
acknowledges that any obligations imposed by the New State AmendmentLegislation will be
borne by NGW. For avoidance of doubt,, including, if applicable the State Amendment shall
require, and fair market value equivalent of any non-monetary obligations. NGW commits to
obtain approval pursuant to any required local processes, including, without limitation, and to the
extent applicable, review and adoption of the NGW Site Plan and authorization for the Project
pursuant to the Uniform Land Use Review Procedure as set forth in Section 197-c of the New York
City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State
AmendmentLegislation.

4. Public Approvals

Immediately following the enactment of the New State AmendmentLegislation, NGW will
pursue the adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New
State AmendmentLegislation. NGW shall agree to provide all uses consistent with good planning
principles and required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP., if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the

3
29906186.4
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

The Project Agreements will require compliance with the New State
AmendmentLegislation, Public Approvals, NGW Site Plan, the NGW Design Guidelines,
applicable workforce development and other project commitments and project components related
to any environmental mitigation measures identified in the final environmental impact statement
for the proposed Project, as well as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW

4
29906186.4
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
29906186.4
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

[Name]
[Title]
Melissa Román Burch
Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4
Exhibit A
NGW Site
[NGW PLEASE PROVIDE]

29906186.4
Exhibit B
Environmental Review Timeline [Revise Timeframes?]
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress1
• Submit Reasonable Worst Case Development
Scenario (RWCDS) memo
• Submit Travel Demand Analysis (TDA) memo
• Lead agency sign-off on RWCDS memo November 2022
• DOT provides fatal flaw review of TDA memo
• Submit draft Environmental Assessment December 2022
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on January 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW February 2023
• Publish notice of public scoping meeting2
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification, if applicable
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all
chapters under a rolling schedule.

29906186.4
From: Lehman, Ellen <Ellen.Lehman@87(2)(b)
Sent: Wednesday, November 9, 2022 1:45 PM
To: rlapalme@edc.nyc; mburch@edc.nyc; Cecilia Kushner; rholbrook@edc.nyc; pberg@edc.nyc;
jraymond@edc.nyc; bwieczorek@edc.nyc; wbrennan@87(2)(b) hmuis@edc.nyc
Cc: Golomb, Tal
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

[EXTERNAL EMAIL]

Hi Bob,

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
RE: NGW Letter->RE_ NGW Letter.eml->City MOU (Revised 11.9.2022).DOCX

NGW Draft as of November 9, 2022

November 9, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.

US\007256\00001\29906186.v10-11/9/22
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and codified
in Section 18-118 of the New York City Administrative Code that permitted the construction of
Shea Stadium and its redevelopment as Citi Field, together with adjacent surface parking areas.
NGW acknowledges that the proposed form of any New State Legislation shall be subject to the
prior review and approval of the City. NGW further acknowledges that any obligations imposed
by the New State Legislation will be borne by NGW, including, if applicable the fair market value

2
US\007256\00001\29906186.v10-11/9/22
equivalent of any non-monetary obligations. NGW commits to obtain approval pursuant to any
required local processes, including, without limitation, and to the extent applicable, review and
adoption of the NGW Site Plan and authorization for the Project pursuant to the Uniform Land
Use Review Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP, if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

3
US\007256\00001\29906186.v10-11/9/22
The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

4
US\007256\00001\29906186.v10-11/9/22
Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
US\007256\00001\29906186.v10-11/9/22
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
US\007256\00001\29906186.v10-11/9/22
Exhibit A
NGW Site

US\007256\00001\29906186.v10-11/9/22
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress1
• Submit Reasonable Worst Case Development November 2022
Scenario (RWCDS) memo
• Lead agency sign-off on RWCDS memo December 2022
• Submit Travel Demand Analysis (TDA) memo
• DOT provides fatal flaw review of TDA memo January 2023
• Submit draft Environmental Assessment
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on February 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW
• Publish notice of public scoping meeting2
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification, if applicable
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all chapters
under a rolling schedule.

US\007256\00001\29906186.v10-11/9/22
RE: NGW Letter->RE_ NGW Letter.eml->Redline - City MOU (City 11.8.2022)-29906186-v9 and City MOU (Revised 11.9.2022)-29906186-v10.pdf

EDCNGW Draft as of November 89, 2022

November 9, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New
York City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private
Venture (“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”),
regarding the proposed redevelopment by NGW of approximately 50 acres of underutilized,
asphalt surface parking areas adjacent and accessory to Citi Field, located west of Seaver Way,
with a major mixed-use development (the “New Green Willets Project” or “Project”). The New
Green Willets Project is anticipated to be comprised of destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses. The
Project is expected to be a significant generator of well-paying construction, entertainment,
hotel, building services and other jobs, as well as incorporate environmentally sustainable
development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and
currently leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more
specifically described on Exhibit A, the “NGW Site”). The New Green Willets Project is
proposed to consist of up to 4 million square feet of new construction, including destination
entertainment, hotel, conference and meeting center, food and beverage, approximately 20 acres
of public open spaces and other amenities, as well as structured parking facilities and other
agreed upon uses, all of which would benefit the broader neighborhood. If granted a license by
the New York State Gaming Commission, which is outside the scope of this Letter, the New
Green Willets Project may include a gaming facility. If a gaming license is not granted, the
Project shall include a replacement use or uses.

29906186.4US\007256\00001\29906186.v10-11/9/22
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process
for community engagement, as well as a press and public relations plan. Community
engagement must include mechanisms for meaningful input, transparency and accountability
throughout ULURP. This requires proper outreach to residents and relevant stakeholders about
opportunities to engage in the planning process, consistent timelines, timely notices, language
accessibility, and publicly accessible materials and information. Communities surrounding
Willets Point include but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona,
Flushing and (iv) all neighborhoods represented in Queens Community Board Districts 3, 4, and
7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection
with the Project. NGW acknowledges and agrees that to complete such reviews, assessments
and impact statements, and the work necessary in connection therewith, NGW shall retain a
qualified consultant selected by NGW as its environmental consultant at its sole cost and
expense. NGW has advised NYCEDC that it seeks to complete the environmental review
consistent with the milestone schedule attached as Exhibit B. NGW shall be responsible for cost
and implementation of any mitigations as required by the environmental review findings for the
proposed Project, in all events to the extent such mitigations are practicable. NGW shall be
responsible for preparing environmental review documents as required by the lead agency for
environmental review. EDC will facilitate the sharing of information between NGW and any
adjacent City-sponsored project, and assist in coordination across applicable City agencies, as
reasonably necessary, to advance environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and
codified in Section 18-118 of the New York City Administrative Code that permitted the
construction of Shea Stadium and its redevelopment as Citi Field, together with adjacent surface
parking areas. NGW acknowledges that the proposed form of any New State Legislation shall

2
29906186.4US\007256\00001\29906186.v10-11/9/22
be subject to the prior review and approval of the City. NGW further acknowledges that any
obligations imposed by the New State Legislation will be borne by NGW, including, if
applicable the fair market value equivalent of any non-monetary obligations. NGW commits to
obtain approval pursuant to any required local processes, including, without limitation, and to the
extent applicable, review and adoption of the NGW Site Plan and authorization for the Project
pursuant to the Uniform Land Use Review Procedure as set forth in Section 197-c of the New
York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the
development of the NGW Site Plan and the New Green Willets Project overall. In furtherance
thereof, NGW will lead public outreach to the local elected officials, civic organizations and the
broader community during the period prior to the commencement of ULURP, if applicable. The
Parties will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the
Project Schedule will include NGW’s anticipated timeline for the environmental review for the
Project as set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis
to review and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project
agreements pertaining to Citi Field to enable NGW and its development partners to construct,
use, operate and finance the New Green Willets Project (the agreements to effectuate such new
transaction structure, collectively, the “Project Agreements”). The Project Agreements shall
comply with the requirements relating to the use of the NGW Site set forth in the existing

3
29906186.4US\007256\00001\29906186.v10-11/9/22
agreements between the City and USTA National Tennis Center Incorporated (“USTA”), and
such requirements shall not be modified without the prior written consent of USTA.

The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development
and other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into
such MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group,
LLC (“CFG”), including provisions which set forth the agreed upon terms for the use of up to
4,000 parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms
shall be reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the
implementation of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction
of such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC,

4
29906186.4US\007256\00001\29906186.v10-11/9/22
NGW will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by
dividing services and materials to be subcontracted into packages that would be available to such
firms and local contractor community, as feasible and appropriate; (iii) conducting local training
and hiring to ensure members of the community are properly prepared for job opportunities at the
project;(iv) cooperating with the City, organized labor and other parties on other appropriate
strategies and requirements, including compliance with labor peace requirements under
applicable law and Mayoral executive orders; and (v) participation in the HireNYC Construction
and HireNYC Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives


that increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this
Letter, shall in any respect be the basis for any action against, or claim of liability on the part of
either of the Parties or the City; and (b) this Letter is non-binding and does not create or give rise
to any legally enforceable rights or legally enforceable obligations or liabilities of any kind on
the part of any Party hereto or the City.

5
29906186.4US\007256\00001\29906186.v10-11/9/22
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
29906186.4US\007256\00001\29906186.v10-11/9/22
Exhibit A
NGW Site

US\007256\00001\29906186.v10-11/9/22
[NGW PLEASE PROVIDE]

29906186.4US\007256\00001\29906186.v10-11/9/22
Exhibit B
Environmental Review Timeline [Revise Timeframes?]
Milestone Approximate Timeframe

 NGW collects transportation data September - October 2022


 NGW begins regular meetings on environmental
review progress1

 Submit Reasonable Worst Case Development November 2022


Scenario (RWCDS) memo
Submit Travel Demand Analysis (TDA) memo
 Lead agency sign-off on RWCDS memo NovemberDecember 2022
 DOT provides fatal flaw review of Submit Travel
Demand Analysis (TDA) memo
 DOT provides fatal flaw review of TDA memo December 2022January 2023
 Submit draft Environmental Assessment
Statement (EAS)
 Submit Draft Scope of Work (DSOW)
 Agreement between lead agency and DOT on February 2023
TDA Memo assumptions and analysis
 Agencies provide comments to EAS and DSOW
 Issuance of Positive Declaration, EAS and
DSOW
 Publish notice of public scoping meeting2January

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to advance
each environmental review.
2
At least 30 days prior to scoping meeting.

US\007256\00001\29906186.v10-11/9/22
29906186.4
2023
 Public scoping meeting and public comment March 2023
period
 DOT final sign-off on TDA memo April 2023
 Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
 Agencies review, comment and sign-off on DEIS
 Publish DEIS and Notice of Completion December 2023
 ULURP certification, if applicable
 Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all chapters
under a rolling schedule.

US\007256\00001\29906186.v10-11/9/22
29906186.4
Summary report:
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11/9/2022 1:30:02 PM
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RE: NGW Letter->RE_ NGW Letter.eml->City MOU (Revised 11.9.2022).pdf

November 9, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.

US\007256\00001\29906186.v10-11/9/22
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and codified
in Section 18-118 of the New York City Administrative Code that permitted the construction of
Shea Stadium and its redevelopment as Citi Field, together with adjacent surface parking areas.
NGW acknowledges that the proposed form of any New State Legislation shall be subject to the
prior review and approval of the City. NGW further acknowledges that any obligations imposed
by the New State Legislation will be borne by NGW, including, if applicable the fair market value

2
US\007256\00001\29906186.v10-11/9/22
equivalent of any non-monetary obligations. NGW commits to obtain approval pursuant to any
required local processes, including, without limitation, and to the extent applicable, review and
adoption of the NGW Site Plan and authorization for the Project pursuant to the Uniform Land
Use Review Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP, if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

3
US\007256\00001\29906186.v10-11/9/22
The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its execution of this Letter, NGW will furnish to NYCEDC a
memorandum of understanding between NGW (or affiliated entity with authority to enter into such
MOU) and New York City Football Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC
(“CFG”), including provisions which set forth the agreed upon terms for the use of up to 4,000
parking spaces on game/event days for the benefit of NYCFC and/or CFG, which terms shall be
reasonably satisfactory to NYCEDC. The obligations set forth in such memorandum of
understanding related to the provision of parking shall not be contingent upon the implementation
of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

4
US\007256\00001\29906186.v10-11/9/22
Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
US\007256\00001\29906186.v10-11/9/22
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
US\007256\00001\29906186.v10-11/9/22
Exhibit A
NGW Site

US\007256\00001\29906186.v10-11/9/22
NEW GREEN WILLETS
PROJECT BOUNDARY SITE PLAN
NOR
THER
N BO
ULEV
ARD 10

Y
ESSWA
EE XPR
TON
34TH
WH ITES
AVEN
UE NOR
THER
N BO
ULEV
ARD
34TH AVENUE

RD
VA
LE
35TH AVENUE

OU
127TH STREET

TB
AY
11

SW

IN

AY
PO
36TH AVENUE

ES

SW
TS

K
PR

ES
LE

E
37TH A
AD
EX

E
IL
VENUE

PR

R
W
RO
AL

EX

C
A 37TH AVENUE
E
TR

G
CK
SH

IN
EN

WY

H
DC

S
N

LU
VA
AN

38TH AVENUE
38TH AVENUE

F
GR

SEAVER WAY
39TH AVENUE

ROOSEVELT AVENUE / SUBWAY (7-LINE)

LONG ISLAND RAILROAD (LIRR)

P72 | NEW GREEN WILLETS . 26 AUGUST 2022 CONFIDENTIAL INFORMATION © 2022 Architects LLP, All Rights Reserved
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

 NGW collects transportation data September - October 2022


 NGW begins regular meetings on environmental
review progress1
 Submit Reasonable Worst Case Development November 2022
Scenario (RWCDS) memo
 Lead agency sign-off on RWCDS memo December 2022
 Submit Travel Demand Analysis (TDA) memo
 DOT provides fatal flaw review of TDA memo January 2023
 Submit draft Environmental Assessment
Statement (EAS)
 Submit Draft Scope of Work (DSOW)
 Agreement between lead agency and DOT on February 2023
TDA Memo assumptions and analysis
 Agencies provide comments to EAS and DSOW
 Issuance of Positive Declaration, EAS and DSOW
 Publish notice of public scoping meeting2
 Public scoping meeting and public comment March 2023
period
 DOT final sign-off on TDA memo April 2023
 Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
 Agencies review, comment and sign-off on DEIS
 Publish DEIS and Notice of Completion December 2023
 ULURP certification, if applicable
 Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all chapters
under a rolling schedule.

US\007256\00001\29906186.v10-11/9/22
From: Robert LaPalme <rlapalme@edc.nyc>
Sent: Thursday, November 10, 2022 2:59 PM
To: Lehman, Ellen; Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg; John Raymond;
Brooke Wieczorek; wbrennan@87(2)(b) Hester Muis
Cc: Golomb, Tal
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

Hi Ellen,

Attached is a revised version of the letter that reflects changes to Section 6. A comparison against your last draft is attached.
This draft is being distributed subject to further review by NYCEDC and the Law Department.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Wednesday, November 9, 2022 1:45 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

Hi Bob,

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
RE: NGW Letter->RE_ NGW Letter.eml

Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
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RE: NGW Letter->RE_ NGW Letter.eml->City NGW Letter EDC Draft 11.10.2022 CLEAN.docx

EDC Draft as of November 10, 2022

November 10, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and codified
in Section 18-118 of the New York City Administrative Code that permitted the construction of
Shea Stadium and its redevelopment as Citi Field, together with adjacent surface parking areas.
NGW acknowledges that the proposed form of any New State Legislation shall be subject to the
prior review and approval of the City. NGW further acknowledges that any obligations imposed
by the New State Legislation will be borne by NGW, including, if applicable the fair market value

2
US\007256\00001\29906186.v10-11/9/22
equivalent of any non-monetary obligations. NGW commits to obtain approval pursuant to any
required local processes, including, without limitation, and to the extent applicable, review and
adoption of the NGW Site Plan and authorization for the Project pursuant to the Uniform Land
Use Review Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP, if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

3
US\007256\00001\29906186.v10-11/9/22
The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

NGW represents that, on or prior to the date of this Letter, New York City Football Club,
LLC (“NYCFC”) and/or CFG Stadium Group, LLC (“CFG”) have entered into a memorandum
of understanding with NGW (or affiliated entity with authority to enter into such MOU) including
provisions which set forth the agreed upon terms for the use of up to 4,000 parking spaces on
game/event days for the benefit of NYCFC and/or CFG. The obligations set forth in such
memorandum of understanding related to the provision of parking shall not be contingent upon the
implementation of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,

4
US\007256\00001\29906186.v10-11/9/22
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
US\007256\00001\29906186.v10-11/9/22
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
US\007256\00001\29906186.v10-11/9/22
Exhibit A
NGW Site
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress1
• Submit Reasonable Worst Case Development November 2022
Scenario (RWCDS) memo
• Lead agency sign-off on RWCDS memo December 2022
• Submit Travel Demand Analysis (TDA) memo
• DOT provides fatal flaw review of TDA memo January 2023
• Submit draft Environmental Assessment
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on February 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW
• Publish notice of public scoping meeting2
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification, if applicable
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all chapters
under a rolling schedule.
RE: NGW Letter->RE_ NGW Letter.eml->Comparison EDC Draft 11.10 vs NGW Draft 11.9.pdf

NGWEDC Draft as of November 910, 2022

November 910, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and codified
in Section 18-118 of the New York City Administrative Code that permitted the construction of
Shea Stadium and its redevelopment as Citi Field, together with adjacent surface parking areas.
NGW acknowledges that the proposed form of any New State Legislation shall be subject to the
prior review and approval of the City. NGW further acknowledges that any obligations imposed
by the New State Legislation will be borne by NGW, including, if applicable the fair market value

2
US\007256\00001\29906186.v10-11/9/22
equivalent of any non-monetary obligations. NGW commits to obtain approval pursuant to any
required local processes, including, without limitation, and to the extent applicable, review and
adoption of the NGW Site Plan and authorization for the Project pursuant to the Uniform Land
Use Review Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP, if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

3
US\007256\00001\29906186.v10-11/9/22
The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

Concurrently with its executionNGW represents that, on or prior to the date of this Letter,
NGW will furnish to NYCEDC New York City Football Club, LLC (“NYCFC”) and/or CFG
Stadium Group, LLC (“CFG”) have entered into a memorandum of understanding betweenwith
NGW (or affiliated entity with authority to enter into such MOU) and New York City Football
Club, LLC (“NYCFC”) and/or CFG Stadium Group, LLC (“CFG”), including provisions which
set forth the agreed upon terms for the use of up to 4,000 parking spaces on game/event days for
the benefit of NYCFC and/or CFG, which terms shall be reasonably satisfactory to NYCEDC..
The obligations set forth in such memorandum of understanding related to the provision of parking
shall not be contingent upon the implementation of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

4
US\007256\00001\29906186.v10-11/9/22
Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
US\007256\00001\29906186.v10-11/9/22
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
US\007256\00001\29906186.v10-11/9/22
Exhibit A
NGW Site
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

• NGW collects transportation data September - October 2022


• NGW begins regular meetings on environmental
review progress1
• Submit Reasonable Worst Case Development November 2022
Scenario (RWCDS) memo
• Lead agency sign-off on RWCDS memo December 2022
• Submit Travel Demand Analysis (TDA) memo
• DOT provides fatal flaw review of TDA memo January 2023
• Submit draft Environmental Assessment
Statement (EAS)
• Submit Draft Scope of Work (DSOW)
• Agreement between lead agency and DOT on February 2023
TDA Memo assumptions and analysis
• Agencies provide comments to EAS and DSOW
• Issuance of Positive Declaration, EAS and DSOW
• Publish notice of public scoping meeting2
• Public scoping meeting and public comment March 2023
period
• DOT final sign-off on TDA memo April 2023
• Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
• Agencies review, comment and sign-off on DEIS
• Publish DEIS and Notice of Completion December 2023
• ULURP certification, if applicable
• Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all chapters
under a rolling schedule.
From: Golomb, Tal <Tal.Golomb@87(2)(b)
Sent: Thursday, November 10, 2022 3:02 PM
To: Robert LaPalme; Lehman, Ellen; Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg;
John Raymond; Brooke Wieczorek; wbrennan@87(2)(b) Hester Muis
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

[EXTERNAL EMAIL]

Thanks, Bob. That change is fine. We understand that everything is intended to be signed at the same time.

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Thursday, November 10, 2022 2:59 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner
<ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>;
Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

Hi Ellen,

Attached is a revised version of the letter that reflects changes to Section 6. A comparison against your last draft is attached.
This draft is being distributed subject to further review by NYCEDC and the Law Department.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Wednesday, November 9, 2022 1:45 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

Hi Bob,
RE: NGW Letter->RE_ NGW Letter.eml

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
From: Lehman, Ellen <Ellen.Lehman@87(2)(b)
Sent: Monday, November 14, 2022 8:44 PM
To: Robert LaPalme; Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg; John Raymond;
Brooke Wieczorek; wbrennan@87(2)(b) Hester Muis
Cc: Golomb, Tal; Firestone, David
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important

[EXTERNAL EMAIL]

Hi Bob,

Thank you. I have attached the broken out signature page. Please have it signed; we will do the same.

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Thursday, November 10, 2022 2:59 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner
<ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>;
Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

Hi Ellen,

Attached is a revised version of the letter that reflects changes to Section 6. A comparison against your last draft is attached.
This draft is being distributed subject to further review by NYCEDC and the Law Department.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Wednesday, November 9, 2022 1:45 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

Hi Bob,

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
RE: NGW Letter->RE_ NGW Letter.eml->NGW-EDC MOU - SIGNATURE PAGE.pdf

Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

Melissa Román Burch


Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:_____________________
Name:
Title:

6
From: Golomb, Tal <Tal.Golomb@87(2)(b)
Sent: Tuesday, November 15, 2022 1:58 PM
To: Lehman, Ellen; Robert LaPalme; Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg;
John Raymond; Brooke Wieczorek; wbrennan@87(2)(b) Hester Muis
Cc: Firestone, David
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

You don't often get email from tal.golomb@87(2)(b) Learn why this is important

[EXTERNAL EMAIL]

Also ‐‐ just to confirm, the parking MOU has now been fully executed. We also have NGW’s signature for the EDC letter and are
ready to fully execute the letter. Thanks!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Monday, November 14, 2022 8:44 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b) Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Hi Bob,

Thank you. I have attached the broken out signature page. Please have it signed; we will do the same.

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
87(2)(b)
Pronouns: she/her/hers

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Thursday, November 10, 2022 2:59 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner
<ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>;
Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

Hi Ellen,

Attached is a revised version of the letter that reflects changes to Section 6. A comparison against your last draft is attached.
This draft is being distributed subject to further review by NYCEDC and the Law Department.
RE: NGW Letter->RE_ NGW Letter.eml

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Wednesday, November 9, 2022 1:45 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

Hi Bob,

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)
RE: NGW Letter->RE_ NGW Letter.eml

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
From: Lehman, Ellen <Ellen.Lehman@87(2)(b)
Sent: Tuesday, November 15, 2022 4:22 PM
To: Golomb, Tal; Robert LaPalme; Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg; John
Raymond; Brooke Wieczorek; wbrennan@87(2)(b) Hester Muis
Cc: Firestone, David
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important

[EXTERNAL EMAIL]

Hi Bob – Following up. Please send the executed page when ready.

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Golomb, Tal


Sent: Tuesday, November 15, 2022 1:58 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch
<mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>;
John Raymond <jraymond@edc.nyc>; Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis
<hmuis@edc.nyc>
Cc: Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Also ‐‐ just to confirm, the parking MOU has now been fully executed. We also have NGW’s signature for the EDC letter and are
ready to fully execute the letter. Thanks!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Monday, November 14, 2022 8:44 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b) Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Hi Bob,

Thank you. I have attached the broken out signature page. Please have it signed; we will do the same.

Ellen V. Lehman
Associate
RE: NGW Letter->RE_ NGW Letter.eml

Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Thursday, November 10, 2022 2:59 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner
<ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>;
Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

Hi Ellen,

Attached is a revised version of the letter that reflects changes to Section 6. A comparison against your last draft is attached.
This draft is being distributed subject to further review by NYCEDC and the Law Department.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Wednesday, November 9, 2022 1:45 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

Hi Bob,

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
RE: NGW Letter->RE_ NGW Letter.eml

<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
From: Robert LaPalme <rlapalme@edc.nyc>
Sent: Tuesday, November 15, 2022 5:56 PM
To: Lehman, Ellen; Golomb, Tal; Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg; John
Raymond; Brooke Wieczorek; wbrennan@87(2)(b) Hester Muis
Cc: Firestone, David
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

Hi Ellen,

EDC’s executed signature page is attached and may be released upon our receipt of your client’s signature and the compiled
letter.

Thanks,
Bob

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Tuesday, November 15, 2022 4:22 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch
<mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>;
John Raymond <jraymond@edc.nyc>; Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis
<hmuis@edc.nyc>
Cc: Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

[EXTERNAL EMAIL]

Hi Bob – Following up. Please send the executed page when ready.

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Golomb, Tal


Sent: Tuesday, November 15, 2022 1:58 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch
<mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>;
John Raymond <jraymond@edc.nyc>; Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis
<hmuis@edc.nyc>
Cc: Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Also ‐‐ just to confirm, the parking MOU has now been fully executed. We also have NGW’s signature for the EDC letter and are
ready to fully execute the letter. Thanks!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com
RE: NGW Letter->RE_ NGW Letter.eml

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Monday, November 14, 2022 8:44 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b) Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Hi Bob,

Thank you. I have attached the broken out signature page. Please have it signed; we will do the same.

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Thursday, November 10, 2022 2:59 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner
<ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>;
Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

Hi Ellen,

Attached is a revised version of the letter that reflects changes to Section 6. A comparison against your last draft is attached.
This draft is being distributed subject to further review by NYCEDC and the Law Department.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Wednesday, November 9, 2022 1:45 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
RE: NGW Letter->RE_ NGW Letter.eml

Cc: Golomb, Tal <Tal.Golomb@87(2)(b)


Subject: RE: NGW Letter

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

Hi Bob,

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
RE: NGW Letter->RE_ NGW Letter.eml

disclose all or any part of the contents to any other person. Thank you.
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

MaRoiánirh
Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:__________________
Name:
Title:

RE: NGW Letter->RE_ NGW Letter.eml->DOC04_43_05.pdf


6
From: Lehman, Ellen <Ellen.Lehman@87(2)(b)
Sent: Tuesday, November 15, 2022 9:32 PM
To: Robert LaPalme; Golomb, Tal; Melissa Román Burch; Cecilia Kushner; Robert Holbrook; PJ Berg; John
Raymond; Brooke Wieczorek; wbrennan@87(2)(b) Hester Muis
Cc: Firestone, David; Karnovsky, David
Subject: RE: NGW Letter
RE: NGW Letter->RE_ NGW Letter.eml

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important

[EXTERNAL EMAIL]

Hi Bob,

Thank you – I have attached the compiled letter with my client’s signature.

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Tuesday, November 15, 2022 5:56 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Golomb, Tal <Tal.Golomb@87(2)(b) Melissa Román Burch
<mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>;
John Raymond <jraymond@edc.nyc>; Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis
<hmuis@edc.nyc>
Cc: Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Hi Ellen,

EDC’s executed signature page is attached and may be released upon our receipt of your client’s signature and the compiled
letter.

Thanks,
Bob

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Tuesday, November 15, 2022 4:22 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch
<mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>;
John Raymond <jraymond@edc.nyc>; Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis
<hmuis@edc.nyc>
Cc: Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

[EXTERNAL EMAIL]

Hi Bob – Following up. Please send the executed page when ready.

Ellen V. Lehman
Associate
RE: NGW Letter->RE_ NGW Letter.eml

Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Golomb, Tal


Sent: Tuesday, November 15, 2022 1:58 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch
<mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>;
John Raymond <jraymond@edc.nyc>; Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis
<hmuis@edc.nyc>
Cc: Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Also ‐‐ just to confirm, the parking MOU has now been fully executed. We also have NGW’s signature for the EDC letter and are
ready to fully execute the letter. Thanks!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Monday, November 14, 2022 8:44 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b) Firestone, David <David.Firestone@87(2)(b)
Subject: RE: NGW Letter

Hi Bob,

Thank you. I have attached the broken out signature page. Please have it signed; we will do the same.

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

From: Robert LaPalme <rlapalme@edc.nyc>


Sent: Thursday, November 10, 2022 2:59 PM
To: Lehman, Ellen <Ellen.Lehman@87(2)(b) Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner
<ckushner@edc.nyc>; Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>;
RE: NGW Letter->RE_ NGW Letter.eml

Brooke Wieczorek <bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>


Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

Hi Ellen,

Attached is a revised version of the letter that reflects changes to Section 6. A comparison against your last draft is attached.
This draft is being distributed subject to further review by NYCEDC and the Law Department.

Thanks,
Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

From: Lehman, Ellen <Ellen.Lehman@87(2)(b)


Sent: Wednesday, November 9, 2022 1:45 PM
To: Robert LaPalme <rlapalme@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>; Cecilia Kushner <ckushner@edc.nyc>;
Robert Holbrook <rholbrook@edc.nyc>; PJ Berg <pberg@edc.nyc>; John Raymond <jraymond@edc.nyc>; Brooke Wieczorek
<bwieczorek@edc.nyc>; wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: NGW Letter

You don't often get email from ellen.lehman@87(2)(b) Learn why this is important
[EXTERNAL EMAIL]

Hi Bob,

Thank you! We are OK with these changes. I have attached a new version with an updated schedule in Exhibit B and a compiled
PDF with Exhibit A inserted.

From: Robert LaPalme <rlapalme@edc.nyc>


Date: Tuesday, Nov 08, 2022 at 4:47 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b)
Cc: Melissa Román Burch <mburch@edc.nyc>, Cecilia Kushner <ckushner@edc.nyc>, Robert Holbrook <rholbrook@edc.nyc>, PJ Berg
<pberg@edc.nyc>, John Raymond <jraymond@edc.nyc>, Brooke Wieczorek <bwieczorek@edc.nyc>, Brennan, William (Law)
<wbrennan@87(2)(b) Hester Muis <hmuis@edc.nyc>
Subject: NGW Letter

Hi Tal,

Attached please find a revised draft of the NGW Letter and a PDF marked to show changes against NYCEDC’s last draft. Please
let us know if you have any comments on the changes. In addition, please provide a site description for Exhibit A and any
revisions to the timeframes indicated on Exhibit B. The goal is to be prepared to execute the final NGW Letter tomorrow. The
attached is being distributed subject to any further comments that the City’s Law Department may have.

Thanks,
RE: NGW Letter->RE_ NGW Letter.eml

Bob

Robert LaPalme
Assistant General Counsel, Legal Department

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:212 312-3546
Cell: 87(2)(b)

Ellen V. Lehman
Associate
Ellen.Lehman@87(2)(b) | Tel: +87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

Pronouns: she/her/hers

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
RE: NGW Letter->RE_ NGW Letter.eml->City-NGW MOU (Signed 11.15.2022).pdf

November 15, 2022

New Green Willets, LLC


c/o Point72
55 Hudson Yards
10th Floor
New York, New York 10017

Re: New Green Willets Project

Ladies and Gentlemen:

This letter (“Letter”) sets forth certain understandings and agreements between New York
City Economic Development Corporation (“NYCEDC”) and New Green Willets, LLC, a
Delaware limited liability company and an entity owned and controlled by Cohen Private Venture
(“NGW” and, together with NYCEDC, each a “Party” and together, the “Parties”), regarding the
proposed redevelopment by NGW of approximately 50 acres of underutilized, asphalt surface
parking areas adjacent and accessory to Citi Field, located west of Seaver Way, with a major
mixed-use development (the “New Green Willets Project” or “Project”). The New Green Willets
Project is anticipated to be comprised of destination entertainment, hotel, conference and meeting
center, food and beverage, approximately 20 acres of public open spaces and other amenities, as
well as structured parking facilities and other agreed upon uses. The Project is expected to be a
significant generator of well-paying construction, entertainment, hotel, building services and other
jobs, as well as incorporate environmentally sustainable development objectives.

1. Overview of the New Green Willets Project

The New Green Willets Project will be developed by NGW and its development partners
on areas surrounding Citi Field that are owned by the City of New York (the “City”) and currently
leased to Queens Ballpark Company, L.L.C. (“Ballpark LLC”) (such property, as more specifically
described on Exhibit A, the “NGW Site”). The New Green Willets Project is proposed to consist
of up to 4 million square feet of new construction, including destination entertainment, hotel,
conference and meeting center, food and beverage, approximately 20 acres of public open spaces
and other amenities, as well as structured parking facilities and other agreed upon uses, all of which
would benefit the broader neighborhood. If granted a license by the New York State Gaming
Commission, which is outside the scope of this Letter, the New Green Willets Project may include
a gaming facility. If a gaming license is not granted, the Project shall include a replacement use
or uses.
2. Preliminary Site Plan; Plan Development

NGW shall collaborate with, and NYCEDC shall coordinate responses of, as reasonably
necessary, applicable City agencies to develop and review a site plan for the New Green Willets
Project to be constructed on the NGW Site (the “NGW Site Plan”) and design guidelines for
improvements to be constructed on the NGW Site (collectively, the “NGW Design Guidelines”).
The NGW Site Plan will be subject to Public Approvals (as described in Section 4 below, the
“Public Approvals”). The NGW Design Guidelines, which will elaborate on the NGW Site Plan,
are intended to be incorporated in the Project Agreements (as defined below).

NGW will be required to expeditiously prepare and carry out a comprehensive process for
community engagement, as well as a press and public relations plan. Community engagement
must include mechanisms for meaningful input, transparency and accountability throughout
ULURP. This requires proper outreach to residents and relevant stakeholders about opportunities
to engage in the planning process, consistent timelines, timely notices, language accessibility, and
publicly accessible materials and information. Communities surrounding Willets Point include
but are not limited to: (i) East Elmhurst, (ii) Jackson Heights, (iii) Corona, Flushing and (iv) all
neighborhoods represented in Queens Community Board Districts 3, 4, and 7.

NGW shall be responsible for the preparation of the materials customarily prepared by
private applicants for land use actions and that are required for the completion of and approval of
any and all required environmental reviews, assessments and impact statements in connection with
the Project. NGW acknowledges and agrees that to complete such reviews, assessments and
impact statements, and the work necessary in connection therewith, NGW shall retain a qualified
consultant selected by NGW as its environmental consultant at its sole cost and expense. NGW
has advised NYCEDC that it seeks to complete the environmental review consistent with the
milestone schedule attached as Exhibit B. NGW shall be responsible for cost and implementation
of any mitigations as required by the environmental review findings for the proposed Project, in
all events to the extent such mitigations are practicable. NGW shall be responsible for preparing
environmental review documents as required by the lead agency for environmental review. EDC
will facilitate the sharing of information between NGW and any adjacent City-sponsored project,
and assist in coordination across applicable City agencies, as reasonably necessary, to advance
environmental review.

3. State Legislation Amendment

The New Green Willets Project would require State legislation (the “New State
Legislation”), which may include an amendment the State legislation adopted in 1961 and codified
in Section 18-118 of the New York City Administrative Code that permitted the construction of
Shea Stadium and its redevelopment as Citi Field, together with adjacent surface parking areas.
NGW acknowledges that the proposed form of any New State Legislation shall be subject to the
prior review and approval of the City. NGW further acknowledges that any obligations imposed
by the New State Legislation will be borne by NGW, including, if applicable the fair market value

2
equivalent of any non-monetary obligations. NGW commits to obtain approval pursuant to any
required local processes, including, without limitation, and to the extent applicable, review and
adoption of the NGW Site Plan and authorization for the Project pursuant to the Uniform Land
Use Review Procedure as set forth in Section 197-c of the New York City Charter (“ULURP”).

NYCEDC acknowledges that NGW intends to seek a Home Rule message from the New
York City Council and that NGW is advocating enactment of the New State Legislation.

4. Public Approvals

Immediately following the enactment of the New State Legislation, NGW will pursue the
adoption of the NGW Site Plan and ULURP review, if applicable, pursuant to the New State
Legislation. NGW shall agree to provide all uses consistent with good planning principles and
required during the course of ULURP, if applicable, and other public approvals.

NYCEDC advises NGW of frequent and early public input with respect to the development
of the NGW Site Plan and the New Green Willets Project overall. In furtherance thereof, NGW
will lead public outreach to the local elected officials, civic organizations and the broader
community during the period prior to the commencement of ULURP, if applicable. The Parties
will further cooperate in obtaining input from applicable governmental agencies.

5. Project Schedule

The Parties will develop a master schedule (the “Project Schedule”) for all activities and
work streams required to complete the activities described in this Letter. In particular, the Project
Schedule will include NGW’s anticipated timeline for the environmental review for the Project as
set forth on Exhibit B attached to this Letter. The Parties will meet on a regular basis to review
and discuss progress under the Project Schedule.

6. Project Agreements

On terms acceptable to the City and NYCEDC in their sole discretion, and subject to
authorization by the New York City Industrial Development Agency in compliance with
applicable SEQRA requirements and all other relevant parties with respect to the Citi Field bond
financings, the Parties will work together to amend the existing leases and other project agreements
pertaining to Citi Field to enable NGW and its development partners to construct, use, operate and
finance the New Green Willets Project (the agreements to effectuate such new transaction
structure, collectively, the “Project Agreements”). The Project Agreements shall comply with the
requirements relating to the use of the NGW Site set forth in the existing agreements between the
City and USTA National Tennis Center Incorporated (“USTA”), and such requirements shall not
be modified without the prior written consent of USTA.

3
The Project Agreements will require compliance with the New State Legislation, Public
Approvals, NGW Site Plan, the NGW Design Guidelines, applicable workforce development and
other project commitments and project components related to any environmental mitigation
measures identified in the final environmental impact statement for the proposed Project, as well
as applicable laws and Mayoral executive orders.

NGW represents that, on or prior to the date of this Letter, New York City Football Club,
LLC (“NYCFC”) and/or CFG Stadium Group, LLC (“CFG”) have entered into a memorandum
of understanding with NGW (or affiliated entity with authority to enter into such MOU) including
provisions which set forth the agreed upon terms for the use of up to 4,000 parking spaces on
game/event days for the benefit of NYCFC and/or CFG. The obligations set forth in such
memorandum of understanding related to the provision of parking shall not be contingent upon the
implementation of the Project.

7. Financing Arrangements for Parking, Public Spaces and Other Infrastructure

The Parties recognize that the New Green Willets Project would include significant
improvements that would also benefit Citi Field, residents and users of the Project, the broader
Queens neighborhoods and New York City as a whole. These improvements may include the
construction of structured parking facilities, water and sewer infrastructure upgrades, new
roadways and traffic management measures, and creation of significant new public open spaces
that would transform the previously inaccessible surface parking areas into a major new
recreational destination for the surrounding neighborhoods.

NYCEDC acknowledges the need to review and discuss in good faith the scope, cost and
responsibility for designing, financing, constructing and maintaining such public infrastructure
(including any environmental mitigation measures identified in the final environmental impact
statement for the proposed Project). In furtherance thereof, the Parties will work in good faith to
identify and use particular revenue streams generated by the Project to finance the construction of
such public infrastructure improvements.

8. Workforce Development and Other Commitments

NGW recognizes that the success of the Project is contingent upon providing meaningful
and enduring participation opportunities for local and minority- and women-owned businesses.
NGW is committed to maximizing job creation and creating job opportunities for minority- and
women-owned businesses and the hiring of minorities, women and local residents in connection
with the construction and operations of the Project. Working in cooperation with NYCEDC, NGW
will prepare a detailed workforce development and project commitment plan acceptable to
NYCEDC that will be attached to the Project Agreements.

Such plan is expected to include, among other things: (i) engaging in partnerships with
local community organizations, trade organizations, procurement technical assistance centers,

4
small business development centers and other organizations that provide technical assistance to
small, minority and women owned firms; (ii) maximizing opportunities for such firms, by dividing
services and materials to be subcontracted into packages that would be available to such firms and
local contractor community, as feasible and appropriate; (iii) conducting local training and hiring
to ensure members of the community are properly prepared for job opportunities at the project;(iv)
cooperating with the City, organized labor and other parties on other appropriate strategies and
requirements, including compliance with labor peace requirements under applicable law and
Mayoral executive orders; and (v) participation in the HireNYC Construction and HireNYC
Permanent Programs and other community-based workforce programs.

9. Advancing Sustainable Development

NGW is committed to instituting environmentally sustainable development objectives that


increase energy efficiency and reduces the Project’s carbon footprint.

10. Non-Binding Letter; Termination

This is a non-binding Letter between the Parties and, as such, merely expresses the good
faith intentions of the Parties and shall not give rise to any legally enforceable contractual rights
or obligations between the Parties. The Parties acknowledge and agree that (a) neither the
provisions of this Letter, nor any discussions had or to be had between the Parties under this Letter,
shall in any respect be the basis for any action against, or claim of liability on the part of either of
the Parties or the City; and (b) this Letter is non-binding and does not create or give rise to any
legally enforceable rights or legally enforceable obligations or liabilities of any kind on the part of
any Party hereto or the City.

5
Please execute this Letter to indicate your acknowledgement of, and agreement to, the
foregoing.

Very truly yours,

MaRoiánirh
Chief Operating Officer

ACCEPTED AND AGREED:

NEW GREEN WILLETS, LLC

By:__________________
Name:
Title:

6
Exhibit A
NGW Site
NEW GREEN WILLETS
PROJECT BOUNDARY SITE PLAN
NOR
THER
N BO
ULEV
ARD 10

Y
ESSWA
EE XPR
TON
34TH
WH ITES
AVEN
UE NOR
THER
N BO
ULEV
ARD
34TH AVENUE

RD
VA
LE
35TH AVENUE

OU
127TH STREET

TB
AY
11

SW

IN

AY
PO
36TH AVENUE

ES

SW
TS

K
PR

ES
LE

E
37TH A
AD
EX

E
IL
VENUE

PR

R
W
RO
AL

EX

C
A 37TH AVENUE
E
TR

G
CK
SH

IN
EN

WY

H
DC

S
N

LU
VA
AN

38TH AVENUE
38TH AVENUE

F
GR

SEAVER WAY
39TH AVENUE

ROOSEVELT AVENUE / SUBWAY (7-LINE)

LONG ISLAND RAILROAD (LIRR)

P72 | NEW GREEN WILLETS . 26 AUGUST 2022 CONFIDENTIAL INFORMATION © 2022 Architects LLP, All Rights Reserved
Exhibit B
Environmental Review Timeline
Milestone Approximate Timeframe

 NGW collects transportation data September - October 2022


 NGW begins regular meetings on environmental
review progress1
 Submit Reasonable Worst Case Development November 2022
Scenario (RWCDS) memo
 Lead agency sign-off on RWCDS memo December 2022
 Submit Travel Demand Analysis (TDA) memo
 DOT provides fatal flaw review of TDA memo January 2023
 Submit draft Environmental Assessment
Statement (EAS)
 Submit Draft Scope of Work (DSOW)
 Agreement between lead agency and DOT on February 2023
TDA Memo assumptions and analysis
 Agencies provide comments to EAS and DSOW
 Issuance of Positive Declaration, EAS and DSOW
 Publish notice of public scoping meeting2
 Public scoping meeting and public comment March 2023
period
 DOT final sign-off on TDA memo April 2023
 Submit Preliminary Draft Environmental Impact May - November 2023
Statement (DEIS) chapters3
 Agencies review, comment and sign-off on DEIS
 Publish DEIS and Notice of Completion December 2023
 ULURP certification, if applicable
 Prepare and Publish FEIS (per ULURP timeframe April - May 2024
requirements, if applicable)

1
NGW, based on consultations with DOT and other reviewing agencies, will establish consistent assumptions and
standards to be employed for both the Project and any adjacent City-sponsored project (e.g., identifying the traffic
network to be analyzed, build years, programs, schedule assumptions, etc. incorporated in the EIS for all relevant
projects). To the extent feasible, EDC and/or the reviewing agencies will communicate these assumptions and
standards in advance of the preparation of SEQRA/CEQR reports and documents to avoid unnecessary duplication
or delay. EDC will facilitate the sharing of information between relevant projects as reasonably necessary to
advance each environmental review.
2
At least 30 days prior to scoping meeting.
3
Applicant to submit project description/planning chapters in April followed by additional chapters (e.g.,
transportation/air quality/noise/construction) beginning in June. Agencies to provide initial comments on all chapters
under a rolling schedule.
From: Nelson, Jeffrey <jnelson@87(2)(b)
Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch; pberg@edc.nyc
Cc: Tal J. Golomb (tal.golomb@87(2)(b)
Subject: Next steps!
Next steps!->Next steps!.eml

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.
From: PJ Berg <pberg@edc.nyc>
Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey; Melissa Román Burch
Cc: Tal J. Golomb (tal.golomb@87(2)(b)
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.87(2)(b)

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.
From: PJ Berg <pberg@edc.nyc>
Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal; Nelson, Jeffrey; Melissa Román Burch
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.

Best,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: Next steps!

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.
RE: Next steps!->RE_ Next steps!.eml

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
From: Maria Lombera <mlombera@edc.nyc>
Sent: Monday, November 21, 2022 9:41 AM
To: Golomb, Tal; Nelson, Jeffrey
Cc: PJ Berg; Hester Muis; Melissa Román Burch
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

Good morning Tal and Jeff,

Confirming that Melissa is available for a follow‐up call on Tuesday 11/22 at 5pm. Just sent through a calendar invitation –
please let me know if you did not receive it.

Thank you!

Maria Lombera
Associate, Real Estate Transaction Services

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:87(2)(b) edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

From: PJ Berg <pberg@edc.nyc>


Sent: Thursday, November 17, 2022 5:51 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Maria Lombera <mlombera@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Rebecca de Forest (Temp) <rdeforest@edc.nyc>
Subject: RE: Next steps!

I reserve comment on that until we see the transportation impacts!

Adding Rebecca for Melissa’s schedule so that we can look for times that work.

Best,
PJ

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:23 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

That’s going to be a busier subway line soon enough!!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.

Best,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: Next steps!

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.
RE: Next steps!->RE_ Next steps!.eml

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
From: Nelson, Jeffrey <jnelson@87(2)(b)
Sent: Monday, November 21, 2022 10:07 AM
To: Maria Lombera; Golomb, Tal
Cc: PJ Berg; Hester Muis; Melissa Román Burch
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

[EXTERNAL EMAIL]

Great, thank you!

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: Maria Lombera <mlombera@edc.nyc>


Sent: Monday, November 21, 2022 9:41 AM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b)
Cc: PJ Berg <pberg@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Good morning Tal and Jeff,

Confirming that Melissa is available for a follow‐up call on Tuesday 11/22 at 5pm. Just sent through a calendar invitation –
please let me know if you did not receive it.

Thank you!

Maria Lombera
Associate, Real Estate Transaction Services

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:87(2)(b) edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

From: PJ Berg <pberg@edc.nyc>


Sent: Thursday, November 17, 2022 5:51 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Maria Lombera <mlombera@edc.nyc>; Hester Muis <hmuis@edc.nyc>; Rebecca de Forest (Temp) <rdeforest@edc.nyc>
Subject: RE: Next steps!

I reserve comment on that until we see the transportation impacts!

Adding Rebecca for Melissa’s schedule so that we can look for times that work.

Best,
PJ
RE: Next steps!->RE_ Next steps!.eml

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:23 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

That’s going to be a busier subway line soon enough!!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.

Best,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
RE: Next steps!->RE_ Next steps!.eml

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: PJ Berg <pberg@edc.nyc>
Sent: Wednesday, December 7, 2022 6:54 PM
To: Golomb, Tal; Nelson, Jeffrey; Melissa Román Burch
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

Jeff, Tal‐

I see we are meeting tomorrow afternoon. Could you please share an agenda for the meeting?

Thanks,

PJ Berg
Senior Vice President, Real Estate Transaction Services

NYCEDC
One Liberty Plaza, New York, NY 10006
T: 212-618-5773 C: 87(2)(b) pberg@edc.nyc

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:23 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

That’s going to be a busier subway line soon enough!!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.
RE: Next steps!->RE_ Next steps!.eml

Best,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: Next steps!

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019
RE: Next steps!->RE_ Next steps!.eml

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.
From: Nelson, Jeffrey <jnelson@87(2)(b)
Sent: Wednesday, December 7, 2022 7:00 PM
To: PJ Berg; Golomb, Tal; Melissa Román Burch
Cc: Manson, Emma
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

[EXTERNAL EMAIL]

The agenda for tomorrow is, broadly, the following:


1. Introductions
2. Strategic Goals
3. Site Considerations
4. Community Outreach
5. Design Overview
6. Summary & Next Steps

As part of this NGW will be introducing a new operating partner. Much of the work since we last met has been informed by the
operator. SHOP will give a more detailed design overview to provide more detail on the site plan.

There’s also been a substantial amount of ongoing outreach that has occurred already and is planned for the near term.

We’ll wrap with a discussion of next steps and workplan – and leave time for discussion.

Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, December 07, 2022 6:54 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Jeff, Tal‐

I see we are meeting tomorrow afternoon. Could you please share an agenda for the meeting?

Thanks,

PJ Berg
Senior Vice President, Real Estate Transaction Services

NYCEDC
One Liberty Plaza, New York, NY 10006
T: 212-618-5773 C: 87(2)(b) pberg@edc.nyc
RE: Next steps!->RE_ Next steps!.eml

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:23 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

That’s going to be a busier subway line soon enough!!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.

Best,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
RE: Next steps!->RE_ Next steps!.eml

Cc: Golomb, Tal <Tal.Golomb@87(2)(b)


Subject: RE: Next steps!

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
RE: Next steps!->RE_ Next steps!.eml

sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: PJ Berg <pberg@edc.nyc>
Sent: Wednesday, December 7, 2022 7:04 PM
To: Nelson, Jeffrey; Golomb, Tal; Melissa Román Burch
Cc: Manson, Emma
Subject: RE: Next steps!
RE: Next steps!->RE_ Next steps!.eml

Thank you

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, December 7, 2022 7:00 PM
To: PJ Berg <pberg@edc.nyc>; Golomb, Tal <Tal.Golomb@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Manson, Emma <emanson@87(2)(b)
Subject: RE: Next steps!

[EXTERNAL EMAIL]

The agenda for tomorrow is, broadly, the following:


1. Introductions
2. Strategic Goals
3. Site Considerations
4. Community Outreach
5. Design Overview
6. Summary & Next Steps

As part of this NGW will be introducing a new operating partner. Much of the work since we last met has been informed by the
operator. SHOP will give a more detailed design overview to provide more detail on the site plan.

There’s also been a substantial amount of ongoing outreach that has occurred already and is planned for the near term.

We’ll wrap with a discussion of next steps and workplan – and leave time for discussion.

Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, December 07, 2022 6:54 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Jeff, Tal‐

I see we are meeting tomorrow afternoon. Could you please share an agenda for the meeting?

Thanks,
RE: Next steps!->RE_ Next steps!.eml

PJ Berg
Senior Vice President, Real Estate Transaction Services

NYCEDC
One Liberty Plaza, New York, NY 10006
T: 212-618-5773 C: 87(2)(b) pberg@edc.nyc

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:23 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

That’s going to be a busier subway line soon enough!!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.

Best,
Tal

Tal Golomb
Partner
RE: Next steps!->RE_ Next steps!.eml

Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: Next steps!

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.
RE: Next steps!->RE_ Next steps!.eml

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: Manson, Emma <emanson@87(2)(b)
Sent: Wednesday, December 7, 2022 7:49 PM
To: John Raymond
Cc: Maria Lombera; PJ Berg; Nelson, Jeffrey
Subject: RE: NGW‐EDC meeting Thursday
RE: NGW-EDC meeting Thursday->RE_ NGW-EDC meeting Thursday.eml

[EXTERNAL EMAIL]

Hi John ‐ sorry to get to this so late. Jeff helpfully sent one under separate cover, which I’m attaching here to close the loop.

Thanks and see you tomorrow,


Emma

Emma Manson

Senior Project Manager, Investments

RXR Development Services


75 Rockefeller Plaza
Suite 1500
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
emanson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: John Raymond <jraymond@edc.nyc>


Sent: Wednesday, December 7, 2022 2:04 PM
To: Manson, Emma <emanson@87(2)(b)
Cc: Maria Lombera <mlombera@edc.nyc>; PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b)
Subject: RE: NGW‐EDC meeting Thursday

Hello Emma – just following‐up on yesterday’s note to see if you received it. Can your team please share an agenda in advance
of tomorrow’s meeting? Thank you.

John J. Raymond
T: +1.212.312.3789 | C: 87(2)(b)
jraymond@edc.nyc

From: John Raymond


Sent: Tuesday, December 6, 2022 4:07 PM
To: 'Manson, Emma <emanson@87(2)(b) <emanson@87(2)(b)
Cc: Maria Lombera <mlombera@edc.nyc>
Subject: NGW‐EDC meeting Thursday

Hello Emma – in preparation for Thursday’s NGW‐EDC meeting, can your team please share an agenda in advance of the
meeting? (ideally by Wednesday evening) Thank you.

John J. Raymond
Vice President, Real Estate Transaction Services

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T: +1.212.312.3789 | C: 87(2)(b) | jraymond@edc.nyc
edc.nyc

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
RE: NGW-EDC meeting Thursday->RE_ NGW-EDC meeting Thursday.eml->RE_ Next steps! (38.6 KB).msg

The agenda for tomorrow is, broadly, the following:


1. Introductions
2. Strategic Goals
3. Site Considerations
4. Community Outreach
5. Design Overview
6. Summary & Next Steps

As part of this NGW will be introducing a new operating partner. Much of the work since we last met has been informed by the
operator. SHOP will give a more detailed design overview to provide more detail on the site plan.

There’s also been a substantial amount of ongoing outreach that has occurred already and is planned for the near term.

We’ll wrap with a discussion of next steps and workplan – and leave time for discussion.

Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships


T: 87(2)(b) | M: 87(2)(b)

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, December 07, 2022 6:54 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Jeff, Tal‐

I see we are meeting tomorrow afternoon. Could you please share an agenda for the meeting?

Thanks,

PJ Berg
Senior Vice President, Real Estate Transaction Services

NYCEDC
One Liberty Plaza, New York, NY 10006
T: 212-618-5773 C: 87(2)(b) pberg@edc.nyc

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:23 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!
RE: NGW-EDC meeting Thursday->RE_ NGW-EDC meeting Thursday.eml->RE_ Next steps! (38.6 KB).msg

[EXTERNAL EMAIL]

That’s going to be a busier subway line soon enough!!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.

Best,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: Next steps!

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
RE: NGW-EDC meeting Thursday->RE_ NGW-EDC meeting Thursday.eml->RE_ Next steps! (38.6 KB).msg

PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: PJ Berg <pberg@edc.nyc>
Sent: Thursday, December 8, 2022 9:11 AM
To: Nelson, Jeffrey
Subject: Re: Next steps!
Re: Next steps!->Re_ Next steps!.eml

If you have 2 minutes can you give me a call before the meeting today, would be good to sync up on a couple things. Thanks

PJ Berg
NYCEDC
87(2)(b)
From: PJ Berg
Sent: Wednesday, December 7, 2022 7:03:52 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Golomb, Tal <Tal.Golomb@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Manson, Emma <emanson@87(2)(b)
Subject: RE: Next steps!

Thank you

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, December 7, 2022 7:00 PM
To: PJ Berg <pberg@edc.nyc>; Golomb, Tal <Tal.Golomb@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Manson, Emma <emanson@87(2)(b)
Subject: RE: Next steps!

[EXTERNAL EMAIL]

The agenda for tomorrow is, broadly, the following:


1. Introductions
2. Strategic Goals
3. Site Considerations
4. Community Outreach
5. Design Overview
6. Summary & Next Steps

As part of this NGW will be introducing a new operating partner. Much of the work since we last met has been informed by the
operator. SHOP will give a more detailed design overview to provide more detail on the site plan.

There’s also been a substantial amount of ongoing outreach that has occurred already and is planned for the near term.

We’ll wrap with a discussion of next steps and workplan – and leave time for discussion.

Jeff

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
Re: Next steps!->Re_ Next steps!.eml

confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, December 07, 2022 6:54 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Jeff, Tal‐

I see we are meeting tomorrow afternoon. Could you please share an agenda for the meeting?

Thanks,

PJ Berg
Senior Vice President, Real Estate Transaction Services

NYCEDC
One Liberty Plaza, New York, NY 10006
T: 212-618-5773 C: 87(2)(b) pberg@edc.nyc

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:23 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

[EXTERNAL EMAIL]

That’s going to be a busier subway line soon enough!!

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:21 PM
To: Golomb, Tal <Tal.Golomb@87(2)(b) Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!

Got it – let me circle up to see who will want to join. We’re all just fresh off the 7 train from Willets.

From: Golomb, Tal <Tal.Golomb@87(2)(b)


Sent: Wednesday, November 16, 2022 3:20 PM
To: PJ Berg <pberg@edc.nyc>; Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Subject: RE: Next steps!
Re: Next steps!->Re_ Next steps!.eml

[EXTERNAL EMAIL]

Hey PJ ‐‐ Congrats as well! I reached out to Bob so that we can have a conversation with the Law Dep’t and others on the State
Legislation, which is a pressing matter. But I think Jeff thought we also ought to connect on next steps generally on the
transaction.

Best,
Tal

Tal Golomb
Partner
Tal.Golomb@87(2)(b) | Tel: 87(2)(b)

Fried, Frank, Harris, Shriver & Jacobson LLP


One New York Plaza, New York, NY 10004
friedfrank.com

From: PJ Berg <pberg@edc.nyc>


Sent: Wednesday, November 16, 2022 3:18 PM
To: Nelson, Jeffrey <jnelson@87(2)(b) Melissa Román Burch <mburch@edc.nyc>
Cc: Golomb, Tal <Tal.Golomb@87(2)(b)
Subject: RE: Next steps!

Hi Jeff – thank for the congrats, it was an exciting day for sure.

I saw some other email traffic with Tal and Bob Lapalme about setting up time to speak. Before I start looking for times here,
just checking if we’re all talking about the same meeting request?

Best,
PJ

From: Nelson, Jeffrey <jnelson@87(2)(b)


Sent: Wednesday, November 16, 2022 12:32 PM
To: Melissa Román Burch <mburch@edc.nyc>; PJ Berg <pberg@edc.nyc>
Cc: Tal J. Golomb (tal.golomb@87(2)(b) <tal.golomb@87(2)(b)
Subject: Next steps!

[EXTERNAL EMAIL]

Melissa and PJ –

Congratulations on the soccer announcement! It’s a big step for Willets Point and will hopefully be a catalyst for the
neighborhood.

We’re also very glad to have an executed letter behind us. We’d like to find some time to discuss next steps and engagement –
particularly on the draft legislation and overall transaction.

Do you have 15 minutes to speak sometime tomorrow afternoon?

Many thanks,
Jeff
Re: Next steps!->Re_ Next steps!.eml

Jeffrey Nelson

SVP, Investment Management Group and Public Private Partnerships

RXR Realty
75 Rockefeller Plaza
Suite 1400
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
jnelson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

_______________________
Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and confidential. If you are not an intended recipient,
you are hereby notified that any dissemination, distribution or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please notify the
sender and permanently delete the e-mail and any attachments immediately. You should not retain, copy or use this e-mail or any attachment for any purpose, nor
disclose all or any part of the contents to any other person. Thank you.

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.
From: Brooke Wieczorek <bwieczorek@edc.nyc>
Sent: Thursday, January 5, 2023 5:29 PM
To: Doon, Nancy; Manson, Emma; Rebecca Gafvert; Robert Holbrook; Quart, David; Alex Moscovitz;
Michael DeGaspari; Young, Ingrid; Amir Rizavi; Semel, Hilary
Cc: Maria Lombera; John Raymond; Ellen.Lehman@87(2)(b) Karnovsky, David; McCaughey, Olivia;
PJ Berg
Subject: NGW ‐ TDA review (EDC, RXR, MOEC, VHB)
NGW - TDA review (EDC, RXR, MOEC, VHB)->NGW - TDA review (EDC, RXR, MOEC, VHB).eml

Hi all,

Thanks for meeting yesterday to discuss the draft TDA and upcoming DOT meeting on 1/9. Below is a summary of TDA feedback
and next steps.

TDA feedback:

Ultimately, DOT will sign off on the TDA when it is complete and accurate, and the below EDC/MOEC guidance is to guide
your applicant team to make a fuller submission to DOT with greater context on your project and its related traffic
improvements. Please include an upfront narrative about the program purpose and intended entrances (priority
entrances) to the site, main egress by mode type within the site, and any other qualitative description or precedent,
similar projects that will provide context to the trip gen and linkage assumptions made.
Identify transit and traffic (mapped ROWs and internal ROWs) proposed capital improvements (either proposed capital
improvements that are a component of your project or highly‐likely mitigation‐required improvements). Identify agency
with jurisdiction for all ROWs/improvements.
Identify intersections that are proposed to be signalized or relocated.
Figure 9 – show directionality. Show existing condition and improved/proposed ramp condition through a
revised/second figure.
Please address your project’s position on the Van Wyck ramp improvements.
Please provide a narrative or better reference precedent CEQR studies for the below linkage assumptions:
95% linkage credit for Sports Village on gamedays (seems not so conservative)
100% for open space on gamedays – should this at least be the same as the Sports Village linkage credit? Why
would they be different?
95% linkage credit for the hotel (seems not so conservative. What about people going to Mets games?)
Modal splits:
Why is the Music Hall modal split using the Shea Stadium FEIS numbers? Please reference or explain this
assumption.
Please label the subway/LIRR on all maps
As discussed yesterday and on 12/14, please share the interim and final parking plan. The NGW framework references a
Mets Parking relocation which isn’t currently clear in its timing, and how it impacts # of spaces transitioning from surface
parking into garage and how this effects the WP P II parking agreement with Met’s space usages. Clarify Met’s game day
parking during construction of DA 1.
Please account for NYFC game day traffic/parking in the TDA/parking plan.

Next steps:
Below is the agenda for the 1/9 DOT meeting. We think #5 will be a limited discussion as DOT, EDC, MOEC will meet later
next week to provide direction and deadlines to you on how the projects will be coordinated. We agreed VHB will
request regular working meetings with DOT after this initial kick off and once a DOT project manager is assigned. If the
TDA is available before the meeting given the feedback/revisions requested above please share with MOEC and they
will release it to DOT.
Please provide a specific CEQR schedule with scoping goals and required agency review windows so we can speak to that
in detail on Monday, if you can provide it by then. We want to be more specific with DOT on expectations than just
noting a March scoping goal.
For NGW/QDG coordination among project, please provide EDC and MOEC with a list of technical questions or data needs
to inform your own environmental review (e.g., build year, etc.). Then EDC, MOEC, and DOT will work to provide you the
best information and direction for your own review.

1/9/23 Agenda – DOT, VHB, EDC, MOEC

1. Introductions ﴾5 mins﴿

2. Project Overview and Project Schedule ﴾10 mins﴿


NGW - TDA review (EDC, RXR, MOEC, VHB)->NGW - TDA review (EDC, RXR, MOEC, VHB).eml

3. NGW TDA High‐Level Overview ﴾10 mins﴿

4. Workplan for TDA review ﴾10 mins﴿

5. Schedule for Willets/Soccer Stadium and Coordination ﴾10 min﴿

6. Q&A with DOT Team ﴾10 min﴿

Feel free to offer any additions, clarifications, or questions on the info above.

Thanks,
Brooke

Brooke Wieczorek, AICP


Vice President, Land Use

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:87(2)(b) edc.nyc
Pronouns: She/Her/Hers

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From: Manson, Emma <emanson@87(2)(b)
Sent: Friday, January 6, 2023 1:09 PM
To: Brooke Wieczorek; Doon, Nancy; Rebecca Gafvert; Robert Holbrook; Quart, David; Alex Moscovitz;
Michael DeGaspari; Young, Ingrid; Amir Rizavi; Semel, Hilary
Cc: Maria Lombera; John Raymond; Ellen.Lehman@87(2)(b) Karnovsky, David; McCaughey, Olivia;
PJ Berg
Subject: RE: NGW ‐ TDA review (EDC, RXR, MOEC, VHB)
RE: NGW - TDA review (EDC, RXR, MOEC, VHB)->RE_ NGW - TDA review (EDC, RXR, MOEC, VHB).eml

[EXTERNAL EMAIL]

Thanks, Brooke! VHB will be following up with the schedule and technical data needs items later today and we look forward to
discussing both with you and DOT on Monday (happy to try to jump on a call beforehand if helpful, too).

VHB is also incorporating revisions to the TDA, but we don’t expect those to be complete before Monday’s meeting as they
need a few days.

Thanks,
Emma

Emma Manson

Project Executive, Development Services

RXR Development Services


75 Rockefeller Plaza
Suite 1500
New York, New York 10019

T: 87(2)(b)
M: 87(2)(b)
emanson@87(2)(b)
www.rxr.com

Confidentiality Notice: The information contained in this e-mail and any attachments may be legally privileged and
confidential. If you are not an intended recipient, you should not retain, copy or use this e-mail or any attachment for
any purpose, nor disclose all or any part of the contents to any other person.

From: Brooke Wieczorek <bwieczorek@edc.nyc>


Sent: Thursday, January 5, 2023 5:29 PM
To: Doon, Nancy <ndoon@87(2)(b) Manson, Emma <emanson@87(2)(b) Rebecca Gafvert <rgafvert@edc.nyc>; Robert
Holbrook <rholbrook@edc.nyc>; Quart, David <dquart@87(2)(b) Alex Moscovitz <amoscovitz@87(2)(b) Michael DeGaspari
<mdegaspari@87(2)(b) Young, Ingrid <IYoung@87(2)(b) Amir Rizavi <ARizavi@87(2)(b) Semel, Hilary
<HSemel@87(2)(b)
Cc: Maria Lombera <mlombera@edc.nyc>; John Raymond <jraymond@edc.nyc>; Ellen.Lehman@87(2)(b) Karnovsky,
David <david.karnovsky@87(2)(b) McCaughey, Olivia <omccaughey@87(2)(b) PJ Berg <pberg@edc.nyc>
Subject: NGW ‐ TDA review (EDC, RXR, MOEC, VHB)

Hi all,

Thanks for meeting yesterday to discuss the draft TDA and upcoming DOT meeting on 1/9. Below is a summary of TDA feedback
and next steps.

TDA feedback:

Ultimately, DOT will sign off on the TDA when it is complete and accurate, and the below EDC/MOEC guidance is to guide
your applicant team to make a fuller submission to DOT with greater context on your project and its related traffic
improvements. Please include an upfront narrative about the program purpose and intended entrances (priority
entrances) to the site, main egress by mode type within the site, and any other qualitative description or precedent,
similar projects that will provide context to the trip gen and linkage assumptions made.
Identify transit and traffic (mapped ROWs and internal ROWs) proposed capital improvements (either proposed capital
improvements that are a component of your project or highly‐likely mitigation‐required improvements). Identify agency
with jurisdiction for all ROWs/improvements.
Identify intersections that are proposed to be signalized or relocated.
Figure 9 – show directionality. Show existing condition and improved/proposed ramp condition through a
RE: NGW - TDA review (EDC, RXR, MOEC, VHB)->RE_ NGW - TDA review (EDC, RXR, MOEC, VHB).eml

revised/second figure.
Please address your project’s position on the Van Wyck ramp improvements.
Please provide a narrative or better reference precedent CEQR studies for the below linkage assumptions:
95% linkage credit for Sports Village on gamedays (seems not so conservative)
100% for open space on gamedays – should this at least be the same as the Sports Village linkage credit? Why
would they be different?
95% linkage credit for the hotel (seems not so conservative. What about people going to Mets games?)
Modal splits:
Why is the Music Hall modal split using the Shea Stadium FEIS numbers? Please reference or explain this
assumption.
Please label the subway/LIRR on all maps
As discussed yesterday and on 12/14, please share the interim and final parking plan. The NGW framework references a
Mets Parking relocation which isn’t currently clear in its timing, and how it impacts # of spaces transitioning from surface
parking into garage and how this effects the WP P II parking agreement with Met’s space usages. Clarify Met’s game day
parking during construction of DA 1.
Please account for NYFC game day traffic/parking in the TDA/parking plan.

Next steps:
Below is the agenda for the 1/9 DOT meeting. We think #5 will be a limited discussion as DOT, EDC, MOEC will meet later
next week to provide direction and deadlines to you on how the projects will be coordinated. We agreed VHB will
request regular working meetings with DOT after this initial kick off and once a DOT project manager is assigned. If the
TDA is available before the meeting given the feedback/revisions requested above please share with MOEC and they
will release it to DOT.
Please provide a specific CEQR schedule with scoping goals and required agency review windows so we can speak to that
in detail on Monday, if you can provide it by then. We want to be more specific with DOT on expectations than just
noting a March scoping goal.
For NGW/QDG coordination among project, please provide EDC and MOEC with a list of technical questions or data needs
to inform your own environmental review (e.g., build year, etc.). Then EDC, MOEC, and DOT will work to provide you the
best information and direction for your own review.

1/9/23 Agenda – DOT, VHB, EDC, MOEC

1. Introductions ﴾5 mins﴿

2. Project Overview and Project Schedule ﴾10 mins﴿

3. NGW TDA High‐Level Overview ﴾10 mins﴿

4. Workplan for TDA review ﴾10 mins﴿

5. Schedule for Willets/Soccer Stadium and Coordination ﴾10 min﴿

6. Q&A with DOT Team ﴾10 min﴿

Feel free to offer any additions, clarifications, or questions on the info above.

Thanks,
Brooke

Brooke Wieczorek, AICP


Vice President, Land Use
RE: NGW - TDA review (EDC, RXR, MOEC, VHB)->RE_ NGW - TDA review (EDC, RXR, MOEC, VHB).eml

New York City Economic Development Corporation


One Liberty Plaza, New York, NY 10006
T:87(2)(b) edc.nyc
Pronouns: She/Her/Hers

Facebook • Twitter • Instagram • LinkedIn

CAUTION: This email originated from outside of RXR Realty. Do not click links or open attachments unless you recognize the sender and are
expecting the attachment or link.

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