STATEMENT OF QUALIFICATIONS

1. Cover Letter attached

2. Information about the Project Team a. Legal Name: RXR Realty Investments LLC

b. Address of Place of Business: Suite 1400 New York, NY 10019

c. Phone, fax and email address: (212) 715-6137 (212) 765-3872 [email protected] [email protected]

3. Statement of Vision & Approach

RXR’s approach to the Downtown Master Developer opportunity in Port Chester will be similar, in many respects, to the role we have played in Downtown New Rochelle. Our intention would be to start with a community outreach, to solicit input from Port Chester officials and residents about the interests and concerns they have for the future development of the Downtown. Though this step would require an investment of some time, based on our experience in New Rochelle, where we were able to mount a robust engagement effort in about four months and given the goodwill and ability to avoid “hidden landmines” that this outreach provides, we feel that such time represents an important investment that ultimately pays dividends.

Following this outreach, we would then proceed, in a collaborative process, to develop a comprehensive Downtown Plan, working together with the Village Board of Trustees and Village staff, the MTA, the Port Chester Industrial Development Agency (PCIDA), other property owners, community groups, and the relevant consultants.

The Downtown Plan we envision would establish a transparent and predictable process for the approval of development projects, instead of the ad hoc approvals that have taken place to date. This predictability will encourage investor and developers to pursue opportunities in Port Chester. Additionally, we would engage with the Village to evaluate the desirability of strategies such as an incentive program – similar to what we did in New Rochelle - whereby developers could offer community benefits – (including open space, environmentally sensitive design, civic/cultural spaces, etc.) – in exchange for bonus development rights.

The Downtown Plan would identify areas of greater and lesser density, with the greater density zones located closest to mass transit and calibrated to the particular conditions in and character of Port Chester. The Plan would need to be consistent with the 2012 Comprehensive Plan and incorporate the relevant recommendations of the Mobility and Parking Management Study. In the Downtown Plan, we would also make recommendations on ways to improve the pedestrian connectivity of downtown Port Chester, with particular emphasis on improved access to the mile- long Byram River waterfront. And, the Downtown Plan would explore the potential re-purposing of industrial areas, such as Fox Island, industrial buildings (similar to 200 William Street) and ways to move forward with the plans for the United Hospital site to actual execution.

With respect to the more technical aspects of the Downtown Plan, we support the use of zoning consultants to propose form-based codes that would include setback requirements so that the higher density zones don’t overwhelm the pedestrian experience, but also offer developers, including the master developer, the flexibility needed to adapt to changing market demand. We would also recommend work with parking and traffic consultants to make sure that parking requirements take account of existing conditions and future uses, in a way that reduces congestion and improves traffic circulation as the Downtown gets further developed. Similarly, we would consider how technology – fully automated parking, autonomous and electric vehicles – could impact parking demand in the future.

Perhaps most importantly, the Downtown Plan, while welcoming new investment, would be designed to preserve what already works so well in Port Chester, a town that has developed its reputation, over its 150-year history, for its diversity and energy, and whose unique appeal – its variety of quality restaurants, the Capitol Theater, Clay Arts Center, etc. - already draws people from throughout the region.

The descriptions of a sampling of RXR projects that follow demonstrate that RXR is well-qualified to work with the Village of Port Chester, as its moves forward with its RFP process, and to help develop and execute a Downtown Plan that lays the for its future prosperity.

4. Qualifications and Personnel

RXR platform manages 81 real estate assets and investments with an aggregate gross asset value of approximately $15.7 billion as of June 30, 2017, comprising approximately 23 million square feet of operating properties and approximately 5,200 multi-family and for sale units under development in the New York Metropolitan area.

RXR projects typically involve collaboration with municipalities and municipal redevelopment entities, for example in the New Rochelle Master Development project, the Larkin Plaza project in Yonkers, New York, the Pier 57 Project in , the 810 Fulton project in and the Garvies Point project in Glen Cove, New York. A more detailed description of these and other RXR development projects that are either completed or under construction is provided in the Description of Experience section below and in Attachment A RXR Projects. The professional biographies of key RXR personnel are provided in Attachment B RXR Development Team.

5. Description of Experience

a. Mixed Use, mixed income development

The Pier 57 project in Manhattan is an example of a mixed-use development by RXR. The project is a complex of approximately 650,000 square feet, located on a pier near 15th Street within the , which includes an office component (100% leased by ), retail and public open space.

The 810 Fulton Street project in Brooklyn is an example of a mixed income development. The project is a 363-unit rental building, including 73 affordable units, which are set aside to households earning no more than 60% of the Area Median Income (AMI).

b. Public financing and private/public partnerships

The 810 Fulton Street project is an example of RXR’s experience in public financing. The project was financed by $125 million of tax-exempt and taxable bonds issued by the New York State Housing Finance Agency (HFA).

The Garvies Point project in Glen Cove is an example of a private/public partnership with the of Glen Cove, to transform an industrial site into 28 acres of open space, 3 marinas and 1 mile of waterfront esplanade in addition to residential, office and retail uses. Infrastructure work for the Garvies Point project was financed with $125 million of tax increment financing (TIF) bonds.

c. Transit Oriented Development (TOD)/

The Larkin Plaza project is an example of transit oriented development, located one block from the Yonkers Metro North station.

The New Rochelle master development project is an example of New Urbanism, with its flexible mix of uses, density concentrated near public transportation, and an emphasis on improving the pedestrian experience of Downtown New Rochelle.

d. Experience with Form-Based Codes

RXR worked closely with the City of New Rochelle and its consultants to develop a new form-based code for the Downtown Overlay Zone that was approved in 2015.

e. Specialized skills

RXR has a wide range of specialized development skills, including:

• Historic architecture at 75 and 230 (the ); • Environmental remediation of a NYS Brownfield and EPA Superfund site at the 60-acre Garvies Point project in Glen Cove; • Adaptive reuse of an industrial building at 47 Hall Street in Brooklyn; • RXR deploys environmental consultants to achieve the highest feasible level of LEED certification in its new developments and maintains high standards for sustainable practices and materials across all the assets in its portfolio. • RXR employs DBE, WBE and MBE consultants to maximize the outreach to and hiring of qualified groups.

6. Experience working in Spanish-speaking communities

RXR has extensive experience working with Spanish-speaking communities, including our work in Yonkers, with a Hispanic population of approximately 70,000, or approximately 35% of the total, and our work in New Rochelle, whose Hispanic population is approximately 19,000, or approximately 25% of the total population.

7. References

Ms. Wilson Kimball Commissioner of Planning and Development City Hall Annex 87 Nepperhan Avenue, 3rd Floor Yonkers, NY 10701 (914) 377-6150

Ms. Kimball worked with RXR on the Larkin Plaza development project in Downtown Yonkers.

Mr. Frank Fish Principal BFJ Planning 115 New York, NY 10003 (212) 353-7476

Mr. Fish worked extensively with RXR on the Downtown Overlay Zone (DOZ), the Final Generic Environmental Impact Statement (FGEIS) and related matters for Downtown New Rochelle.

Mr. Luiz Aragon Commissioner of Development City of New Rochelle 515 North Avenue New Rochelle, NY 10801 (914) 654-2185

Mr. Aragon worked extensively with RXR in RXR’s role of Master Developer of Downtown New Rochelle, including the Downtown Overlay Zone (DOZ), the Final Generic Environmental Impact Statement (FGEIS) and related matters for Downtown New Rochelle.

8. New York Metropolitan Area Presence

RXR is a vertically integrated real estate firm with 457 employees, engaged in the investment, development, construction and operation of a portfolio of commercial and residential properties throughout the New York Metropolitan Region. The offices are located as follows:

New York City

75 Rockefeller Plaza Suite 1400 New York, NY 10019

1285 Avenue of the Americas Concourse Level New York, NY 10019

1330 Avenue of the Americas Suite 500 New York, NY 10019

230 Park Avenue Suite 1500 New York, NY 10169

237 Park Avenue New York, NY 10017

32 Old Slip 3rd Floor Management Office New York, NY 10005

340 , PH Suite New York, NY 10173

450 Suite 600 New York, NY 10017

47 Hall Street 1st Floor Brooklyn, NY 11205

470 1st Floor Brooklyn, NY 11238

5 New York, NY 10036

530 Fifth Avenue 3rd Floor New York, NY 10036

601 West 26th Street Suite M265 New York, NY 10001

61 Suite 2250 New York, NY 10006

45 West 18th St New York, NY 10011

22 West Third Floor New York, New York 10019

37-18 Northern Blvd Long Island City, NY 11101

Long Island

625 RXR Plaza Uniondale, NY 11556

Garvies Point 45 Herb Hill Road Glen Cove, NY 11542

North Hills 4000 Royal Court Clubhouse – 2nd Floor North Hills, NY 11040

Westchester County

580 White Plains Road Suite 445 Tarrytown, NY 10591

One Memorial Highway New Rochelle, NY 10801

of Manhattan. The Pier occupies a highly visible location at the end of W. 15th Street in Chelsea and at the

Pier 57 is easily accessible by multiple modes of transit , including the A,C,E subway line at 8th Ave, as well

47 HALL STREET 47 Hall Street in Brooklyn, New York is located in the emerging Brooklyn Navy Yard submarket on Hall Street between Park and Flushing Avenues. Part of Brooklyn's "tech triangle," 47 Hall Street is easily accessible from many Brooklyn neighborhoods including DUMBO, Williamsburg, Clinton Hill, and Fort Greene.

The unique multi-building property is able to accommodate a wide range of tenants of various sizes including smaller tenants seeking full floor identities. 47 Hall Street is adjacent to the proposed Brooklyn- Queens Connector, a streetcar service slated to run from Astoria, Queens to Sunset Park, Brooklyn with a stop in the Navy Yard area.

Property Features:

• 665,901 total square foot complex over 10 contiguous buildings • 8 stories • Typical slab-to-slab ceiling heights of 13'6" —13'9" • Loft space with high ceilings, open window lines, & exposed brick • Located in the emerging Brooklyn Navy Yard submarket • Occupies one full block bound by Flushing Avenue to the north and Hall Street to the west • Sits in Brooklyn's "tech triangle," a hub for new and expanding tech and creative firms • Unique pre-war character & industrial feel in a multi-building layout • Located along Flushing Avenue bike path • Located along several bus routes with B57 and B67 immediately adjacent to the Property and B62 nearby • Short walk to the Clinton-Washington Avenue G subway station

587 MAIN STREET

587 Main Street is the first project being built under the New Rochelle Downtown Overlay Zone that was passed by New Rochelle City Council. The project broke ground in December 2016 and is expected2 to deliver its first in 1Q 2019.

280 luxury rental apartments 10,000 s-f arts and cultural space 17,000 sf of retail space 234 on‐site, structured parking spaces Confidential DEVELOPMENT CAPABILITIES - TEAM

 Seth Pinsky – Serves as Executive Vice President and Investment Manager of the RXR New York Metropolitan Portfolio

– Prior to joining RXR, served as President of the Economic Development Corporation (NYCEDC), appointed by Mayor Michael Bloomberg in 2008, after joining the agency in 2003 as a Vice President. Mr. Pinsky served as a lead negotiator for New York City for projects including Yankee Stadium, Citifield, the World Trade Center, the acquisition of Hunters Point South in Queens, a 5,000-unit, middle-income housing development, among others. Mr. Pinsky also led the creation of redevelopment plans for Willets Point in Queens (a mixed-use, 62-acre development that is to contain 2,500 housing units), Coney Island in Brooklyn (a mixed-use development that is to contain 5,000 housing units), and the Homeport in Staten Island (a mixed-use development that is to contain 500 housing units in its first phase)

– Prior to joining the NYCEDC, was an associate at the law firm of Cleary Gottlieb, Steen & Hamilton in the Real Estate practice and a financial analyst at James D. Wolfensohn Inc.

– Is a graduate of Columbia College and Harvard Law School

RXR Realty Confidential DEVELOPMENT CAPABILITIES - TEAM

 Selection of Seth Pinsky’s past projects

Coney Island Redevelopment Willets Point Hunters Point South

Hunters Point South Gotham Center Queens Plaza Streetscape

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty Confidential DEVELOPMENT CAPABILITIES - TEAM

 Todd Rechler – Serves as Co-Chief Operating Officer of RXR and President of RXR’s Construction and Development

– Based in NYC, oversees all of RXR’s development and construction projects

– Since 1994, has been instrumental in the successful integration and management of over eleven million square feet of newly acquired or developed properties

75 Rockefeller Plaza - NYC 237 Park Avenue - NYC University Square - Princeton, NJ

Atlantic Station – Stamford, CT

RXR Realty Confidential DEVELOPMENT CAPABILITIES - TEAM

 Joanne Minieri – Serves as Executive Vice President of RXR Realty and Chief Operating Officer of RDS & RCD

– Prior to joining RXR, served as Deputy County Executive and Commissioner of Suffolk County Economic Development and Planning. Prior to that, she was President and Chief Operating Officer, Forest City Ratner Companies

– Has held a number of civic positions which include: • Chairperson, Suffolk County Industrial Development Agency • Chairperson, Suffolk County Economic Development Corp. • Board Member, Trinity Place Holdings, Inc. • Board Member, NEW-Non-Traditional Employment for Women • Member, American Institute of CPA’s • Member, New York State Society of CPA’s

RXR Realty Confidential DEVELOPMENT CAPABILITIES - TEAM

 Selection of Joanne Minieri’s past projects

MetroTech 80 Dekalb Avenue Atlantic Yards/Pacific Park

New York Times Building 8 Spruce Street

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty Confidential DEVELOPMENT CAPABILITIES - TEAM

 Philip Wharton – Serves as Executive Vice President and Director of Multi-family Development. In this capacity, Mr. Wharton oversees and directs RXR’s multi-family development activities – Prior to joining RXR, worked with several well known residential developers including Brookfield Property Partners, AvalonBay Communities and LCOR where he developed 3.5 million sf of multi-family projects valued at over $2.3 billion, including Manhattan West, part of a $5 billion mixed use project in Manhattan’s Hudson Yards district, including an approximate $800 million apartment tower with 844 dwelling units – Graduated from Harvard College and holds an MBA from the Wharton School of Business at the University of Pennsylvania Philip Wharton Select Project Experience Gross Est. Gross Value Project Name Location Type Square Feet Units at Development Manhattan West Manhattan Residential 591,083 844 $774,749,000 Willoughby Square Brooklyn Residential 606,284 826 444,900,000 Fort Greene Brooklyn Residential 498,651 631 302,124,000 West Chelsea Manhattan Residential 226,556 710 228,950,000 Sound East New Rochelle Residential 569,735 588 180,500,000 Riverview North Queens Residential 477,665 602 169,007,000 White Plains White Plains Residential 372,406 407 152,755,000 Morningside Park Manhattan Residential 245,320 295 115,114,000 Total 3,587,700 4,903 $2,368,099,000

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty Confidential DEVELOPMENT CAPABILITIES - TEAM

 Selection of Philip Wharton’s past projects Manhattan West Willloughby Square Fort Greene West Chelsea

Sound East Riverview North White Plains Morningside Park

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty Confidential DEVELOPMENT CAPABILITIES - TEAM

 Selection of Philip Wharton’s past projects (continued) – Sound East • 40 Memorial Highway, New Rochelle, NY • 39-story tower with rooftop amenity • Amenities include a gym, dog park, swimming pool, yoga studio and recreational space • Located within 0.3 miles of the New Rochelle Metro North and Amtrak Station as well as Interstate 95 • Negotiated favorable tax and acquisition terms from the City of New Rochelle • The second luxury high-rise in the rising neighborhood of the City of New Rochelle • Sold at 5% cap rate for largest sale transaction in Westchester County

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty Confidential RESIDENTIAL DEVELOPMENT CAPABILITIES - TEAM

 Joseph Graziose – Senior Vice President of Residential Construction

– Serves as the Project Executive for The Ritz-Carlton Luxury Condominium Devel- opments at North Hills, Long Island and the Inner Harbor, Baltimore. In this capacity, is responsible for managing and directing all operational aspects as well as sales and marketing of the project

– Prior to joining RXR, was President of Paramount Development, a leading builder on Long Island for over 25 years

Joe Graziose Select Project Experience Gross Est. Gross Value Project Name Location Type Square Feet Units at Development Ritz Carlton Residences Baltimore, MD Residential 447,000 190 $225,000,000 The Pinnacle Miami, FL Residential 400,000 220 275,000,000 The Galleria Place Houston, TX Residential 425,000 250 300,000,000 Midtown Miami (Block A) Miami, FL Residential 350,000 290 250,000,000 Post Oak Towers Houston, TX Residential 300,000 175 225,000,000 Midtown Miami (Block B) Miami, FL Residential 250,000 175 195,000,000 Total 2,172,000 1,300 $1,470,000,000

Note: Projects noted above are not necessarily related to RXR or its affiliates. RXR Realty Confidential R DEVELOPMENT CAPABILITIES - TEAM

 Selection of Joseph Graziose’s past and current projects

The Ritz-Carlton Residences The Ritz-Carlton Residences Baltimore, MD North Hills, NY

The Pinnacle The Galleria Place

Note: Projects noted above are not necessarily related to RXR or its affiliates. RXR Realty Confidential R DEVELOPMENT CAPABILITIES - TEAM

 Frank Haftel – Serves as a Project Executive

– Has responsibility for management of all aspects of design, development and construction for The Ritz-Carlton Residences, North Hills

– Prior to joining RXR, developed in excess of 3,000 residential condominium and rental apartment units in Manhattan (approximately 4.8 million square feet) with Hudson Waterfront Associates, LP, former owners and developers of Trump Place (a.k.a., Riverside South), and Extell Development Company

– Holds a bachelor’s degree in finance from the McCombs School of Business at The University of Texas at Austin, a law degree from Brooklyn Law School, and a masters in real estate development and investments from New York University Frank Haftel Select Project Experience Gross Est. Gross Value Project Name Location Type Square Feet Units at Development Riverside Boulevard at Trump Place Manhattan Residential 3,351,339 2,422 $1,560,640,230 The Rushmore Manhattan Residential 650,727 289 785,645,000 The Avery Manhattan Residential 422,556 274 395,539,000 The Heritage at Trump Place Manhattan Residential 426,114 174 361,866,000 Total 4,850,736 3,159 $3,103,690,230

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty Confidential RESIDENTIAL DEVELOPMENT CAPABILITIES - TEAM

 Selection of Frank Haftel’s past projects

Riverside Boulevard at The Heritage at Trump Trump Place The Rushmore The Avery Place

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty Confidential R DEVELOPMENT CAPABILITIES - TEAM

 Greg Clancy – First Vice President of Development

– Prior to joining RXR, served as a Senior Vice President at the New York City Economic Development Corporation and was the co-head of the NYCEDC’s $3 Billion Capital Program Department

– Prior to serving at the NYCEDC, worked as a project manager for Turner Construction Company in New York, and as a Captain in the Marine Corps where he served as an Engineer Officer in various locations including Iraq

– Holds a BS from the United States Naval Academy, and an MBA from NYU’s Stern School of Business Gross Est. Gross Value at Project Name Location Type Square Feet Units Development 1 Bryant Park Commercial 2,100,000 N/A $1,000,000,000 Midtown Manhattan Commercial 861,000 N/A 500,000,000 BIOBAT Brooklyn, NY Medical Lab 500,000 N/A 50,000,000 Manhattan Cruise Terminal Midtown Manhattan Commercial 360,000 N/A 175,000,000 Strand Theater Brooklyn, NY Cultural 75,000 N/A 40,000,000 NY Harbor Siphon Tunnel Under NY Harbor Infrastructure 10,000LF N/A 350,000,000 Steeple Chase Plaza Brooklyn, NY Park/Recreation 3 Acres N/A 25,000,000 Pier 57 West Side, Manhattan Commercial 680,000 N/A 350,000,000 Atlantic Station Stamford Ct Residential 350,000 325 135,000,000 Yonkers Larkin Tower Yonkers, NY Residential 600,000 442 200,000,000 Total 5,526,000 767 $2,825,000,000

Note: Projects noted above are not necessarily related to RXR or its affiliates. RXR Realty Confidential R DEVELOPMENT CAPABILITIES - TEAM

 Selection of Greg Clancy’s past and current projects

Hearst Tower 1 Bryant Park Pier 57

Note: Projects noted above are not necessarily related to RXR or its affiliates. RXR Realty Confidential ESIDENTIAL DEVELOPMENT CAPABILITIES - TEAM

 Andrew Donchez – Serves as a Project Executive

– Is responsible for the Larkin Tower project in Yonkers and the 587 Main project in New Rochelle, NY

– As a member of the New York Metro Team, is responsible for overseeing the underwriting, design, development and entitlement of both projects, working closely with municipal authorities and our project teams, to complete design & development, secure the necessary approvals in order to commence construction and bring the projects to market

– Prior to joining RXR Realty, was responsible for the development and construction of over 2,100 units of for sale housing and over 5 million square feet of residential rental, mixed use and commercial space with an estimated value of over $630 million for companies such as Toll Brothers, Inc. and Ashley Development Corporation Andrew Donchez - Select Project Experience Est. Gross Value Project Name Location Type Units at Development 587 Main Street New Rochelle, NY Rental Residential 280 $150,000,000 Larkin Tower Yonkers, NY Rental Residential 439 $250,000,000 The Townes at Saw Mill Pleasantville, NY Residential - For Sale 60 $42,000,000 Toll Brothers at Valeria Cortlandt Manor, NY Residential - For Sale 147 $88,000,000 Fishkill Woods Fishkill, NY Residential - For Sale 93 $37,000,000 Trio Fields Nazareth, PA Residential - For Sale 374 $105,000,000 Stone Hill Station/The Towns at Stone Hill Lower Macungie, PA Residential - For Sale 138 $39,000,000 Riverport Redevelopment Bethlehem, PA Mixed Use 171 + Retail $60,000,000 Bethlehem Silk Mill Redevelopment Bethlehem, PA Residential - For Sale 76 $8,000,000 Mystic Ridge Apartments Mooresville, NC Residential - For Sale 312 $25,000,000 Total 2,090 $804,000,000

Note: Projects noted above are not necessarily related to RXR or its affiliates. RXR Realty Confidential RESIDENTIAL DEVELOPMENT CAPABILITIES - TEAM

 Selection of Andrew Donchez’s past and current projects

Larkin Tower

Toll Brothers at Valeria

Note: Projects noted above are not necessarily related to RXR or its affiliates. 587 Main Street RXR Realty Confidential RESIDENTIAL DEVELOPMENT CAPABILITIES - TEAM

 Rebecca D’Eloia – Recently hired Project Executive for New Rochelle Master Development

– Is responsible for RXR’s New Rochelle Master Development

– Prior to joining RXR Realty, has served as a development executive with over 19 years of experience in large scale, transformative projects such as the $260MM redevelopment of Nassau Veterans Memorial Coliseum on Long Island, $45MM renovation of the Brooklyn Paramount Theater (planned), $1.5BN renovation of Lincoln Center for the Performing Arts, the $5BN development of Atlantic Yards and the Barclays Center in downtown Brooklyn

– Previous experience includes: • Senior Vice President, Development, Forest City Realty Trust • Project Manager, Lincoln Center Development Project, Inc. • Project Manager, Revenue Division, New York City Department of Parks and Recreation

RXR Realty Confidential RESIDENTIAL DEVELOPMENT CAPABILITIES - TEAM

 Selection of Rebecca D’Eloia’s past projects

Atlantic Yards/Barclays Center Brooklyn Paramount Theater

Nassau Coliseum Lincoln Center for the Performing Arts

Note: Projects noted above are not related to RXR or its affiliates. RXR Realty