NOTICE of SPECIAL MEETING of MEMBERS and REGULAR MEETING of DIRECTORS of NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION June 22, 2021

NOTICE OF SPECIAL MEETING OF MEMBERS AND REGULAR MEETING OF DIRECTORS OF NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION June 22, 2021

A special meeting of the Members of New York City Economic Development Corporation (“NYCEDC”), called at the direction of the Acting President of NYCEDC, and a regular meeting of the Board of Directors of NYCEDC will be held telephonically on Tuesday, June 22, 2021. The Members meeting will begin at 8:30 a.m. and will be followed by the Directors meeting at approximately 8:35 a.m.

The agendas for the meetings are as follows:

Meeting of Members

I. Approval of Minutes of the February 3, 2021 Special Meeting of the Members II. Election of Directors III. Such other business as may properly come before the meeting

Meeting of Directors

I. Approval of Minutes of the April 28, 2021 Regular Meeting of the Board of Directors II. Election of President III. Report of NYCEDC’s President IV. Presentation on Women.nyc’s Childcare Innovation Lab (for information only) V. Election of Members of Committees VI. NYCEDC Budget Information VII. Eastern Effects, Inc. VIII. Such other business as may properly come before the meeting

Mark Silversmith Assistant Secretary

Brooklyn, New York Dated: June 10, 2021

LDCMT-26-12101

SPECIAL MEETING OF MEMBERS AND REGULAR MEETING OF DIRECTORS OF NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION JUNE 22, 2021

Table of Contents

TAB

Definitions ...... 1

Meeting of Members

• Minutes of the February 3, 2021 Special Meeting of the Members ...... 2 • Election of Directors ...... 3

Meeting of Directors

• Minutes of the April 28, 2021 Regular Meeting of the Board of Directors ...... 4 • Election of President ...... 5 • Report of NYCEDC’s President ...... 6 • Election of Members of Committees ...... 7 • NYCEDC Budget Information ...... 8 • Eastern Effects, Inc...... 9

LDCMT-26-12102 DEFINITIONS

Apple ………………….. Apple Industrial Development Corp. Armand ………………. Armand Corporation d/b/a Armand of New York BAT ……………………. Brooklyn Army Terminal Bovis ………………….. Bovis Lend Lease LMB, Inc. CDBG …………………. Federal Community Development Block Grant CDBG-DR Funds …….. Federal Community Development Block Grant-Disaster Recovery Program funds CEQR ………………….. City Environmental Quality Review process City DEP ………………. New York City Department of Environmental Protection City DOT ………………. New York City Department of Transportation City Parks ……………… New York City Department of Parks and Recreation City Planning ………….. New York City Department of City Planning or City Planning Commission CM …………………….. A construction manager CM Contract ………….. A construction management contract DCAS …………………. New York City Department of Citywide Administrative Services EIS …………………….. Environmental Impact Statement ESDC ………………. … New York State Urban Development Corporation d/b/a Empire State Development Corporation FEMA ………………….. Federal Emergency Management Agency FM ……………………… A facilities manager FM/CM Contract ……… A facilities management/construction management contract Funding Source Agreement …………….. Any agreement necessary to obtain funds for the Project, including IDA Agreements Gilbane………………… Gilbane Building Company HDC …………………… New York City Housing Development Corporation HPD …………………… New York City Department of Housing Preservation and Development Hunter Roberts ………. Hunter Roberts Construction Group, L.L.C. IDA …………………….. New York City Industrial Development Agency IDA Agreement ……….. Agreement with IDA pursuant to which IDA retains NYCEDC to accomplish all or part of the Project and reimburses NYCEDC for the costs of the work LiRo ……………………. LiRo Program and Construction Management, PE P.C. LMDC ………………….. Lower Manhattan Development Corporation McKissack …………….. The McKissack Group, Inc. d/b/a McKissack & McKissack MOU …………………… A memorandum of understanding

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NYCEDC ………………. New York City Economic Development Corporation, survivor of a November 1, 2012 merger of a local development corporation (the “LDC”) named New York Economic Development Corporation with and into New York City Economic Growth Corporation. References to NYCEDC prior to such merger are references to the LDC. NYCHA ………………. New York City Housing Authority NYCLDC ………………. New York City Land Development Corporation Noble Strategy ………... Noble Strategy NY Inc. OMB …………………… New York City Office of Management and Budget Port Authority ………… The Port Authority of New York and New Jersey RFP …………………… Request for Proposals Sanitation …………….. New York City Department of Sanitation SBS ……………………. New York City Department of Small Business Services SEMO …………………. New York State Emergency Management Office SEQR ………………….. State Environmental Quality Review process Skanska ………………. Skanska USA Building Inc. State DEC …………….. New York State Department of Environmental Conservation State DOS ……………. New York State Department of State State DOT …………….. New York State Department of Transportation State Parks …………… New York State Office of Parks, Recreation and Historic Preservation Tishman ………………. Tishman Construction Corporation of New York Turner …………………. Turner Construction Company ULURP ………………… Uniform Land Use Review Procedure

LDCMT-26-1619 MINUTES OF A SPECIAL MEETING OF THE MEMBERS OF NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION February 3, 2021

A special meeting of the Members of New York City Economic Development Corporation (“NYCEDC”) was held telephonically, pursuant to notice by an Assistant Secretary, on Wednesday, February 3, 2021.

The following Members of NYCEDC were present by conference telephone:

Cheryl Adolph Shirley Aldebol Vicki Been William Candelaria Wilton Cedeno Marlene Cintron Hector Cordero-Guzman Mitchell Draizin William Floyd Matthew Hiltzik Tanya Levy-Odom Kapil Longani James McSpiritt Melva Miller Patrick J. O’Sullivan, Jr. James Patchett Anthony Perez Mark Russo Charles Tebele Matthew Washington Timothy Wilkins Betty Woo Kathryn Wylde Members ofDRAFT NYCEDC staff and a member of the public also were present. The meeting was called to order at 8:35 a.m. Meredith Jones, Executive Vice President, General Counsel and Secretary of NYCEDC, served as secretary of the duly constituted meeting, at which a quorum was present. 1. Minutes of the November 11, 2020 Annual Meeting of the Members

There being no questions or comments with respect to the minutes of the November 11, 2020 annual meeting of the Members, as submitted, a motion was made to approve such minutes, as submitted. Such motion was seconded and unanimously approved.

Ms. Aldebol joined the meeting at this time.

2. Resignation of Michael Schlein

Mr. Patchett informed the Members that Michael Schlein had recently resigned as a Member and as Chairperson of NYCEDC, and that NYCEDC had greatly valued and benefited from Mr. Schlein’s leadership over his many years of service.

3. Remarks of Deputy Mayor Vicki Been

At this time, Vicki Been, New York City’s (the “City’s”) Deputy Mayor for Housing and Economic Development, summarized the difficult past year that saw the City evolve from being the epicenter of the COVID-19 pandemic in March, to becoming a national health model by the summer, and now returning to the thick of the health crisis while also managing vaccine distribution. She thanked NYCEDC and the Board of Directors (the “Board”) for their work this past year in playing a critical role in the City’s response to the pandemic and thanked Mr. Schlein for his leadership, wisdom and support during this period and throughout the entirety of his seven years as Chairperson of NYCEDC. She noted that Mr. Schlein was a valuable source of constant wisdom and support to both NYCEDC and the City on all issues relating to economic development. She also stated that conversations about naming a new Chairperson had commenced.

Deputy Mayor Been then commended NYCEDC for its critical role in the City’s emergency response to COVID-19 and highlighted the tremendous leadership and vision of Mr. Patchett in guiding those efforts. She summarized the numerous and wide-ranging ways that NYCEDC had stepped up and delivered support with its efficiency and ability to think through and solve problems in times of need, and she thanked NYCEDC’s entire staff for their ingenuity and commitment. She also discussed various ways that NYCEDC was continuing to assist the City as it moved toward recovery and to advance New York City in its goal to become the world’s public health capital and leader in pandemic response and preparedness. In closing, Deputy Mayor Been stated that there remained a long hill to climb in bringing the City’s economy completely back, and that the City would continue to seek the advice, wisdom and leadership of NYCEDCDRAFT on all of those efforts. 4. Report of NYCEDC’s President

At this time, Mr. Patchett thanked Deputy Mayor Been for her remarks, underscored several of the points that she had made, and stated that NYCEDC was focused on the future and eager to tackle the upcoming work to expand the efforts around public health and life sciences, to help small businesses through this challenging

LDCMT-26-11872 2 time, and to provide significant support for the vaccine distribution efforts.

Deputy Mayor Been left the meeting at this time.

Mr. Patchett then noted that in response to a past request from the Board, NYCEDC had been providing periodic updates on projects and initiatives of particular interest, and that NYCEDC was continuing with that practice at this current meeting by providing an update regarding the South Brooklyn Marine Terminal (“SBMT”) and the Offshore Wind (“OSW”) initiative.

5. Presentation of Update on South Brooklyn Marine Terminal and Offshore Wind Initiative

At this time, Rachel Loeb, an Executive Vice President of NYCEDC, provided an update regarding the OSW project at SBMT. Ms. Loeb first provided an overview of the project. She discussed some of the key steps in the project’s development, including the State of New York’s pledge in 2019 to purchase 9 gigawatts (“GW”) of OSW power by 2035 and Equinor’s 2019 and 2021 awards to provide the state approximately 3.3GW that will be serviced from SBMT. Ms. Loeb then discussed how New York City was well positioned and suited for establishing itself as an east coast hub for OSW, noted the additional commitments that were obtained from Equinor to provide for local benefits and jobs, and summarized the next steps for the project.

In answer to a question from Ms. Adolph, Ms. Loeb explained that the OSW farms would be located very far offshore, and that the project would involve Federal leases because the farms would be located in Federal waters. Romulo Garza, an Assistant Vice President of NYCEDC, noted that NYCEDC had been working to create community awareness about what would be happening at the SBMT site with respect to OSW. At this time, Julie Stein, a Senior Vice President of NYCEDC, further explained that this project would not have been possible without the deep and broad support of many different stakeholders, which included the local community, environmental justice groups and local elected officials, the Sunset Park Task Force, Equinor, and the City’s harbor community, among others.

Mr. Washington joined the meeting at this time.

6. Election of Director

Under NYCEDC’s Bylaws, NYCEDC’s Members elect its Directors. Directors must be Members at the time of their election. Anthony Perez had recently been appointed as a Member of NYCEDC. At this time, Mr. Patchett proposed that the Members elect Mr.DRAFT Perez as a Director of NYCEDC.

A motion was then made to elect Anthony Perez as a Director of NYCEDC. Such motion was seconded and unanimously approved.

LDCMT-26-11872 3 7. Adjournment

There being no further business to come before the meeting,the meeting of the Members was adjourned.

_ Assistant Secretary

Dated: Brooklyn, New York

DRAFT

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ELECTION OF DIRECTORS Members Meeting June 22, 2021

Subject: Election of new Directors of NYCEDC

Proposed Resolution: To elect each of Rachel Loeb and Danny Meyer as a Director of NYCEDC

Background: Under NYCEDC’s Bylaws its Members elect its Directors. Directors must be Members at the time of their election. Rachel Loeb has recently been appointed by Mayor de Blasio as a Member of NYCEDC and Danny Meyer has recently been appointed by Mayor de Blasio as the Member of NYCEDC who shall serve as Chairperson of the Board of Directors. It is proposed to elect them as Directors at this time.

LDCMT-26-11985 MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF NEW YORK CITY ECONOMIC DEVELOPMENT CORPORATION April 28, 2021

A regular meeting of the Board of Directors (the “Board”) of New York City Economic Development Corporation (“NYCEDC”) was held telephonically, pursuant to notice by an Assistant Secretary, on Wednesday, April 28, 2021.

The following Directors of NYCEDC were present by conference telephone:

Cheryl Adolph Shirley Aldebol Vicki Been William Candelaria Wilton Cedeno Marlene Cintron Hector Cordero-Guzman Mitchell Draizin Robert Englert William Floyd Matthew Hiltzik Kapil Longani James McSpiritt Patrick J. O’Sullivan, Jr. Mark Russo Charles Tebele Matthew Washington Betty Woo

Danny Meyer, a Member and newly-appointed Chairperson of NYCEDC, members of NYCEDC staff and members of the public also were present.

At this time, Deputy Mayor Been addressed the Directors and introduced Danny Meyer as the newDRAFT Chairperson of NYCEDC. The meeting was chaired by Mr. Meyer and called to order at 8:35 a.m. Meredith Jones, Executive Vice President, General Counsel and Secretary of NYCEDC, served as secretary of the duly constituted meeting, at which a quorum was present. (Attached hereto as Attachment 1 is a definition sheet that contains the definitions of certain frequently used terms contained in the Exhibits attached hereto.)

LDCMT-26-12032 1. Approval of the Minutes of the February 3, 2021 Regular Meeting of the Board of Directors

There being no questions or comments with respect to the minutes of the February 3, 2021 regular meeting of the Board of Directors, as submitted, a motion was made to approve such minutes, as submitted. Such motion was seconded and unanimously approved.

2. Report of NYCEDC’s Acting President

Rachel Loeb, Acting President of NYCEDC, then presented a report to the Directors. Ms. Loeb noted the tremendous work that NYCEDC and The City of New York had accomplished over the last several months to advance the City’s reopening and recovery from the COVID-19 pandemic. She then highlighted some key recent events and activities in connection with NYCEDC projects and initiatives and highlighted a few NYCEDC projects that had already been approved and were now returning to life.

3. Presentation on New Public Private Impact Initiative RFEI

At this time, Michael Tsahalis, an Associate of NYCEDC, provided a presentation regarding a new Public Private Impact Initiative request for expressions of interest (“RFEI”). Mr. Tsahalis first explained that this new RFEI, at its core, provides an avenue to source innovative and impactful public-private partnership opportunities by facilitating the submission and review of ideas that would fall outside the scope of NYCEDC’s other active solicitations. He then discussed the range of potential projects with respect to this initiative, various resources that could be available to respondents, examples of similar procurement strategies from other cities, areas where NYCEDC was particularly interested in exploring partnership opportunities, the intake and review process for the RFEI, and the various benefits for both NYCEDC and its potential partners. Lastly, Mr. Tsahalis summarized the key next steps for the initiative.

4. Election of Member of Committee

At this time, Ms. Loeb proposed the election of Patrick O’Sullivan, Jr., a Director of NYCEDC, as a member of the Executive Committee of NYCEDC’s Board, to replace Timothy Wilkins who had recently resigned as a member of the Executive Committee.

A motion was made to elect Patrick O’Sullivan, Jr. as a member of the Executive Committee of NYCEDC’s Board of Directors. Such motion was seconded and unanimously approved. DRAFT Mr. Cordero-Guzman and Mr. Russo joined the meeting at this time.

2 LDCMT-26-12032 5. Election of Officers

Under NYCEDC’s Bylaws, the Board shall elect such Executive Vice Presidents, Senior Vice Presidents, Assistant Treasurers and additional officers as it may from time to time determine.

James Patchett’s last day as President of NYCEDC was March 5, 2021. Mayor de Blasio had proposed that Rachel Loeb perform the duties and exercise the powers and functions of the President of NYCEDC as Acting President of NYCEDC. Therefore, James Katz, an Executive Vice President of NYCEDC, proposed at this time that Rachel Loeb be elected by the Board as Acting President of NYCEDC, with all the duties, functions and powers of the President, in addition to retaining her title, duties, functions and powers as an Executive Vice President of NYCEDC. Mr. Katz then summarized the background of Ms. Loeb.

A description of certain responsibilities of Executive Vice Presidents, Senior Vice Presidents and Assistant Treasurers of NYCEDC may be found in Article IV of NYCEDC’s Bylaws. At this time, Ms. Loeb proposed that Josh Kraus be elected as an Executive Vice President (effective as of May 3, 2021), that each of Daniel Broom, Sander Dolder, Karina Gilbert, Helen Jonsen, Melanie McMann and Faye Penn be elected as a Senior Vice President, and that Leslie Escobar be elected as an Assistant Treasurer.

It was anticipated that Mr. Kraus would serve as Director of Project Implementation, Mr. Bloom would oversee NYCEDC’s Budget Department, Mr. Dolder would oversee Smart and Sustainable Cities in NYCEDC’s Initiatives Department, Ms. Gilbert would oversee Design and Construction in NYCEDC’s Asset Management Department, Ms. Jonsen would oversee NYCEDC’s Public Affairs Department, Ms. McMann would oversee NYCEDC’s Funding Agreements Department, Ms. Penn would oversee Women.NYC and act as the interim head of NYCEDC’s Initiatives Department, and Ms. Escobar would act as a Deputy Controller of NYCEDC. Each shall perform such duties as are assigned to him or her by NYCEDC’s President or Acting President. Ms. Loeb then summarized the backgrounds of Mr. Kraus, Mr. Broom, Mr. Dolder, Ms. Gilbert, Ms. Jonsen, Ms. McMann, Ms. Penn, and Ms. Escobar.

A motion was made to elect Rachel Loeb as Acting President of NYCEDC, Josh Kraus as an Executive Vice President of NYCEDC (effective as of May 3, 2021), each of Daniel Broom, Sander Dolder, Karina Gilbert, Helen Jonsen, Melanie McMann and Faye Penn as a Senior Vice President of NYCEDC, and Leslie Escobar as an Assistant Treasurer of NYCEDC. Such motion was seconded and unanimously approved. Ms. Loeb shall continueDRAFT to serve as Acting President until the earlier of her ceasing to be an employee of NYCEDC or the Mayor’s proposal of another as President of NYCEDC. The position of each of Daniel Broom, Sander Dolder, Leslie Escobar, Karina Gilbert, Helen Jonsen, Melanie McMann and Faye Penn as an officer shall be conditioned upon the continuance of his or her employment by NYCEDC.

3 LDCMT-26-12032 6. Kaufman Astoria Studios Sublease Amendments

Darryl Connelly, a Senior Vice President of NYCEDC, presented a proposal for amendments to NYCEDC’s existing subleases with Kaufman Astoria Studios affiliated entities (“KAS”) for certain property located at Block 643, Lot 1 (the “Development Lease”) and certain property located at Block 644, Lot 45 (the “Expansion Studio Lease”) on the Tax Map of the Borough of Queens (collectively, the “Subleases”), to modify certain terms and provisions of the Subleases in connection with KAS’s contemplated sale of its leasehold interests and business operations, on substantially the terms set forth in Exhibit A hereto.

In answer to a question from Mr. Washington, Mr. Connelly explained that currently the Kaufman Public Purpose Fund (“PPF”) account contained approximately $2.5 million, he said that a committee to oversee the use of funds in the PPF was in the process of being formed, that such committee would be comprised of 3 Mayoral appointees and 2 Queens Borough President appointees, as required, and that NYCEDC would provide some guidance to the committee. Mr. Connelly further explained that the transaction payments were expected to be several million dollars, but that the exact amount of such payments and the amount that would go into the PPF could not be determined until a buyer was ultimately selected and a purchase price was set. In answer to a second question from Mr. Washington, Mr. Connelly stated that the appointments for the committee were still in process.

A motion was made to approve the matter set forth for approval in the Proposed Resolution section of Exhibit A hereto. Such motion was seconded and approved. Ms. Aldebol and Mr. O’Sullivan recused themselves from voting on this matter.

7. Electronic Meetings

As a result of the COVID-19 pandemic, following the declaration of the related New York State disaster emergency by executive order, NYCEDC had held meetings of its Members, its Board and Committees of its Board, electronically. At this time, Mark Silversmith, a Special Counsel and Assistant Secretary of NYCEDC, presented a proposal for the Board to determine that NYCEDC having held and holding such meetings in this manner is appropriate and to adopt related guidelines and procedures, substantially as set forth in Exhibit B hereto.

A motion was then made to adopt the resolution set forth in the Proposed Resolution section of Exhibit B hereto. Such motion was seconded and unanimously approved. DRAFT 8. Report on Investments for the Three-Month Period Ended March 31, 2021

A report on NYCEDC’s investments for the three-month period ended March 31, 2021 (Exhibit C hereto) was provided to the Board for informational purposes. There were no questions with regard to this report.

4 LDCMT-26-12032 9. Approval

With respect to the approved items set forth above, it was understood that authorization and approval of such matters included authorization for the President and other empowered officers to execute the necessary legal instruments, and for the President and other empowered officers to take such further actions as are or were necessary, desirable or required, to implement such matters substantially on the terms described above.

10. Adjournment

There being no further business to come before the meeting, pursuant to a motion made, seconded and unanimously approved the meeting of the Board of Directors was adjourned at 9:08 a.m.

Assistant Secretary

Dated: Brooklyn, New York

DRAFT

5 LDCMT-26-12032 ATTACHMENT 1

DEFINITIONS

LDCMT-26-1619 MOU …………………… A memorandum of understanding NYCEDC ………………. New York City Economic Development Corporation, survivor of a November 1, 2012 merger of a local development corporation (the “LDC”) named New York Economic Development Corporation with and into New York City Economic Growth Corporation. References to NYCEDC prior to such merger are references to the LDC. NYCHA ………………. New York City Housing Authority NYCLDC ………………. New York City Land Development Corporation Noble Strategy ………... Noble Strategy NY Inc. OMB …………………… New York City Office of Management and Budget Port Authority ………… The Port Authority of New York and New Jersey RFP …………………… Request for Proposals Sanitation …………….. New York City Department of Sanitation SBS ……………………. New York City Department of Small Business Services SEMO …………………. New York State Emergency Management Office SEQR ………………….. State Environmental Quality Review process Skanska ………………. Skanska USA Building Inc. State DEC …………….. New York State Department of Environmental Conservation State DOS ……………. New York State Department of State State DOT …………….. New York State Department of Transportation State Parks …………… New York State Office of Parks, Recreation and Historic Preservation Tishman ………………. Tishman Construction Corporation of New York Turner …………………. Turner Construction Company ULURP ………………… Uniform Land Use Review Procedure

LDCMT-26-1619 EXHIBIT A

KAUFMAN ASTORIA STUDIOS SUBLEASE AMENDMENTS Board of Directors Meeting April 28, 2021

OVERVIEW: NYCEDC proposes to modify certain terms and provisions of certain subleases with Kaufman Astoria Studios (“KAS”) affiliated entities in connection with the contemplated sale of their leasehold interests and business operations.

LESSOR: The City of New York

LESSEE AND SUBLESSOR: NYCEDC

SUBLESSEES: Development Lease - Astoria Studios Limited Partnership II Expansion Studio Lease – KAS Production Center LLC, and New Stage LLC, as tenants in common (collectively the “Subleases”)

SITE LOCATION AND DESCRIPTION: The subleased properties are located in Astoria, Queens (the “Premises”). The Development Lease (Block 643, Lot 1) includes the main studio building and the Expansion Studio Lease (Block 644, Lot 45) includes the expansion studio building. The properties are within the former Army Pictorial Center, now known as the Astoria Studios Historic District (see the Site Map enclosed).

The entire Development Lease parcel and 35% of the Expansion Studio Lease parcel were conveyed to the City by the United States of America, acting by and through its General Services Administration, pursuant to a quitclaim deed dated February 17, 1982 (the “Deed”) and the Historic Surplus Property Program that is administered by the National Park Service.

PROPOSED TRANSACTION: KAS is in the process of negotiating the sale of its leasehold interests and business operations under the foregoing Subleases to a purchaser. NYCEDC is entitled to 25% of the net sales proceeds and net refinancing proceeds pursuant to the Development Lease and 17.5% of the net sales proceeds and net refinancing proceeds pursuant to the Expansion Studio Lease (both hereinafter referred to as “Transaction Payment(s)”).

Pursuant to Deed requirements, ½ of any Transaction Payment generated under the Development Lease is required to be deposited into the Kaufman Public Purpose Fund (“PPF”) administered by NYCEDC. As of February 28, 2021, the total balance of this PPF is $2,743,036.25. The money in this PPF

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can only be used for public historic preservation, park and recreation purposes. The other ½ of such Transaction Payment is to be used on economic development activities in the City of New York. Similarly, 35% of any Transaction Payment generated under the Expansion Studio Lease is also required to be deposited into the PPF.

The Subleases allow KAS to deduct its initial investment and mortgages on the property in the calculation of net sales proceeds. KAS has requested amendments to the Subleases to clarify the calculation of future Transaction Payments after the first initial sale, in order to facilitate its negotiations with potential purchasers. NYCEDC also wishes to clarify when Transaction Payments apply.

PROPOSED LEASE MODIFICATIONS: Development Lease – 10th Amendment and Expansion Studio Lease – 2nd Amendment:

It is proposed that with respect to subsequent transfers of the Development Lease and Expansion Studio Lease, or interests in tenants, to clarify the Transaction Payment provisions and that they apply to subsequent transfers under both leases and that the basis and allowable deduction for the calculation of future Transaction Payments shall include the consideration paid by such subsequent tenant to acquire the Development Lease and Expansion Studio Lease or interests in tenants and cash invested by such subsequent tenant in capital improvement(s).

For subsequent sales, the Sublease amendments will provide for a six (6) month grace period in which a transferee can obtain financing related to such sale without paying an additional Transaction Payment. However, any such mortgage amount cannot then be deducted from any Transaction Payment due in connection with any future sales by said transferee.

A tenant under the Subleases would be subject to a 25% MWBE program goal for Tenant Improvement work over $250,000 and a maintenance project in excess of $250,000 that is not day-to-day maintenance or upkeep. In addition, it would have to work with NYCEDC on a recruitment strategy for local job seekers at the tenant ownership level but not at the film production (licensee) level.

USE: Pursuant to the Deed and the foregoing Subleases, KAS and future tenant(s) may use and operate the Premises for a television, motion picture, radio, audio and visual film and tape

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production, broadcasting, and cable facility and ancillary office space, and ancillary parking.

BENEFIT TO THE PUBLIC: The Sublease amendments provide clarity for the impending sale and upcoming and future Transaction Payments. A portion of such Transaction Payments will be placed into the PPF and may be utilized for public historic preservation, park and recreation purposes, which is beneficial to City residents.

ZONING: M1-5 (subject to deed restriction for film-related use)

PUBLIC APPROVALS: No public approvals required

PROPOSED RESOLUTION: The approval of the foregoing Sublease amendments substantially as described herein

NYCEDC PROJECT CODE: 178

STAFF: Winthrop Hoyt, Senior Vice President, Asset Management Darryl Connelly, Senior Vice President, Asset Management Jinquan Liang, Assistant Vice President, Asset Management

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Attachment A – Site Map

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EXHIBIT B

ELECTRONIC MEETINGS Board of Directors Meeting April 28, 2021

OVERVIEW: As a result of the Covid-19 pandemic, following the declaration of the related New York State disaster emergency by executive order (the “Emergency Declaration”), NYCEDC has held meetings of its Members, Board of Directors and Committees of its Board, electronically. It is proposed to have the Board determine that this is appropriate and to adopt related guidelines and procedures.

PROPOSED RESOLUTION: The Board of Directors resolves that when the President or Acting President determines that it is appropriate, meetings of the Members, Board of Directors and Committees of the Board of Directors may be held partially or solely by means of electronic communications.

At such meetings the names of the voting participants shall be verified as persons entitled to vote and such participants shall have the opportunity to propose, object to and vote on a specific action to be taken, and to hear and speak at the meetings. NYCEDC shall maintain a record of votes and actions taken at the meetings.

This determination and the related guidelines and procedures shall be in effect from the time the Emergency Declaration was issued until the later of December 31, 2021 and the expiration of the Emergency Declaration. This determination is separate from current provisions that allow participation at such meetings by means of conference call, which provisions shall remain in effect.

LDCMT-26-11969 EXHIBIT C

REPORT ON INVESTMENTS New York City Economic Development Corporation Three Month Period Ended March 31, 2021

New York City Economic Development Corporation Schedule of Investments

1st Quarter

1st Quarter Investment Type Total Value Interest Net Transfers Unrealized Total Value Weighted Avg. Current % 6/30/20 Purchases Maturities Received Out Gain/Loss 9/30/2020 Yield Allocation (A) (B) (C) (D) (E) (F) US Gov't Agencies 8,700,276 - (6,000,000) (63,197) - 26,985 2,642,122 1.73% 4% US Treasury Note 30,877,752 8,226,488.53 (399,931) - - 16,826 38,721,136 0.27% 59% Certificates of Deposit 200,424 - - - - 253 200,677 0.05% 0% Commercial Paper 7,995,120 7,996,022.22 - - - 4,138 15,995,280 1.72% 24% Cash Equivalents/MMF 20,305,604 57 (11,972,876) - - - 8,332,785 13% Grand Total 68,079,176 16,222,568 (18,372,808) (63,197) - 48,202 65,892,000 0.65% 100%

These amounts do not include money market mutual funds held in sweep accounts tied to commercial checking accounts

2nd Quarter

2nd Quarter Investment Type Total Value Interest Net Transfers Unrealized Total Value Weighted Avg. Current % 9/30/20 Purchases Maturities Received Out Gain/Loss 12/31/2020 Yield Allocation (A) (B) (C) (D) (E) (F) US Gov't Agencies 2,642,123 23,002,604 - (8,750) - 9,155 25,645,132 0.32% 26% US Treasury Note 38,721,136 35,379,161.48 (30,500,000) - - 6,803 43,607,100 0.17% 45% Certificates of Deposit 200,677 - - - - 85 200,762 0.05% 0% Commercial Paper 15,995,280 7,989,780 (8,000,000) - - 140 15,985,200 0.66% 16% Cash Equivalents/MMF 8,332,785 4,801,767 (523,788) - - - 12,610,763 13% Grand Total 65,892,000 71,173,312 (39,023,788) (8,750) - 16,183 98,048,957 0.27% 100%

These amounts do not include money market mutual funds held in sweep accounts tied to commercial checking accounts

3rd Quarter

3rd Quarter Investment Type Total Value Interest Net Transfers Unrealized Weighted Avg. Current % 12/31/20 Purchases Maturities Received Out Gain/Loss Total Value 3/31/21 Yield Allocation (A) (B) (C) (D) (E) (F) US Gov't Agencies 25,645,132 - (585,000) (23,387) - 11,982 25,048,726 0.32% 26% US Treasury Note 43,607,100 7,228,934 (8,230,000) - - 8,243 42,614,277 0.16% 44% Certificates of Deposit 200,762 - - - - - 200,762 0.05% 0% Commercial Paper 15,985,200 15,484,019 (8,000,000) - - 7,626 23,476,845 0.27% 24% Cash Equivalents/MMF 12,610,763 218,780 (6,879,413) - - - 5,950,131 6% Grand Total 98,048,957 22,931,733 (23,694,413) (23,387) - 27,851 97,290,741 0.22% 100%

These amounts do not include money market mutual funds held in sweep accounts tied to commercial checking accounts

Notes to Schedule of Investments

The accompanying schedule of investments includes the investments of the New York City Economic Development Corporation (“NYCEDC”). All investments are of a type permitted by NYCEDC’s investment policy which includes obligations of the US Treasury, US agencies and instrumentalities, highly rated commercial paper and certificates of deposit.

All investment balances as of March 31, 2021 are recorded at fair value and the portfolio consists of the following securities with maturities of seven (7) years or less:

MAXIMUM ALLOCATION INVESTMENT TYPE TOTAL VALUE % PER POLICY FFCB 13,008,212 13.37% FHLB 10,008,647 10.29% FHLMC 1,023,136 1.05% FNMA 1,008,731 1.04% US Gov Agencies Sub-Total 25,048,726 25.75% 100% US Treasury Note 42,614,277 43.80% 100% Commercial Paper 23,476,845 24.13% 25% Certificates of Deposit 200,762 0.20% 20% Cash Equivalent/MMF 5,950,131 6.12% Grand Investments Total 97,290,741 100.00%

Interest Rate Risk – As a means of limiting its exposure to fair value losses arising from increasing interest rates, the NYCEDC limits 80% of its investments to instruments maturing within two years of the date of purchase. The remaining 20% of the portfolio may be invested in instruments with maturities up to a maximum of seven years.

Credit Risk - It is the NYCEDC’s policy to limit its investments in debt securities to those rated in the highest rating category by at least two nationally recognized bond rating agencies or other securities guaranteed by the US government or issued by its agencies. As of March 31, 2021, the Corporation’s investments in Federal National Mortgage Association (FNMA), Federal Home Loan Bank (FHLB), Federal Farm Credit Bank (FFCB) and the Federal Home Loan Mortgage Corporation (FHLMC) were rated AA+ by Standard & Poor’s, Aaa by Moody’s and AAA by Fitch Ratings. Commercial papers held were rated A-1+ by Standard & Poor's Corporation or P-1 by Moody's Investor’s Service, Inc.

Custodial Credit Risk – For investments, custodial credit risk is the risk that, in the event of the failure of the counterparty, the NYCEDC will not be able to recover the value of its investments or collateral securities that are in the possession of the outside party. Investment securities are exposed to custodial credit risk if the securities are not registered in the name of the NYCEDC and are held by the counterparty, the counterparty’s trust department or agent.

The NYCEDC manages custodial credit risk by limiting possession of its investments to highly rated institutions and/or requiring that high-quality collateral be held by the counterparty in the name of the NYCEDC. At March 31, 2021, NYCEDC was not subject to custodial credit risk.

ELECTION OF PRESIDENT Board of Directors June 22, 2021

Subject: Election of the President of NYCEDC

Proposed Resolution: To elect Rachel Loeb as President of NYCEDC, in place of her positions as Acting President and Executive Vice President of NYCEDC

Background: Mayor de Blasio has selected Rachel Loeb to serve as the President of NYCEDC and it is proposed that the Board elect her as President of NYCEDC at this time. On her election as President, Ms. Loeb shall no longer serve as an Executive Vice President or Acting President of NYCEDC.

Ms. Loeb shall serve as the chiel executive officer of NYCEDC. A description of responsibilities of the President may be found in Article IV of NYCEDC’s Bylaws.

The position of Rachel Loeb as an officer shall be conditioned upon the continuance of her employment by NYCEDC.

LDCMT-26-12044

June 22, 2021

To the Members of the Board: When I reflect over the last year, it is remarkable how much progress New York City has made. Last year, we were able to aid in the City’s COVID-19 response by working with local manufacturers to build new supply chains and activating our sites for food distribution and testing. The arduous work done by so many has brought us to the lowest infection rates in a year. Here we are half-way through 2021 on the verge of fully reopening. It's a good time to look at the accomplishments we have made and think about how to move forward to create a healthier, more equitable City as well as a more resilient EDC. I would like to highlight a number of important milestones these past few weeks and provide an overview of the steps we are taking to strengthen EDC.

We are supporting the City's economic reopening:

• Earlier this month, we announced the City’s commitment to further building the life sciences Industry in New York. The City is doubling its $500 million investment to $1 billion to support early-stage companies, expand life sciences spaces, and open new career pathways. This will help expand life sciences research and development to clusters throughout the city and create good jobs for New Yorkers at every level. • The Global Innovation Collaborative (GIC) launched the Creative Cities Challenge, a multi-city effort to speed economic recovery in the cultural and creative sectors from the effects of COVID-19. The GIC is a partnership among New York City, Berlin, London, and Paris—supported by Bloomberg Associates, Nitrous, and Microsoft—to develop long-term, sustainable, and equitable solutions to support these critical industries. This is a truly global recovery effort we are proud to be part of. • At the end of May, I was proud to deliver a keynote address at women.nyc’s virtual forum: It’s Not You, It’s an Economic Crisis: Forging NYC’s Path Towards Accessible Childcare. The event brought power players from academia, business, and media together for a great discussion on the crisis and the importance of placing childcare at the heart of the City’s economic recovery.

We are bringing our properties back to life and investing in our neighborhoods:

• Last week, we joined our development partners to celebrate the ribbon cutting for One Willoughby Square in Downtown Brooklyn. The project marks the first ground- up office development since the neighborhood’s 2004 re-zoning, bringing long- awaited commercial space and a 300-seat public school to the area. The building overlooks another EDC project-- Abolitionist Place, an open space with a play area, dog park, lawn, several seating areas, and walkway between Duffield Street and Albee Square West. The name Abolitionist Place honors the history of anti- slavery activism in this part of Brooklyn. • The City closed on a deal with Central Amusement International to add four new properties to Luna Park in Coney Island. The deal will lead to long-awaited new attractions like a ropes course, brand new public open space, and additional arcade and entertainment games. The properties include a long-vacant site, and they will connect the whole amusement area into a contiguous park. • In Queens, the Borough Board voted to approve plans for the first phase of the Willets Point redevelopment. This vote enables us to move forward with long- awaited remediation of the Willets Point site after 15 years of planning and community engagement and just last week we held an event to kick off site development work. The project will deliver important community benefits, including 1,100 homes, neighborhood retail and community facility space, and public open space. It will be home to a 600+ seat public school. • Last month, we celebrated the groundbreaking of Bronx Point in the Lower Concourse. This first phase of development will bring 542 units of permanently affordable housing, nearly 2.8 acres of public open space with access to the Harlem River, and cultural and community programming—including the Universal Hip Hop Museum--an early childhood space run by BronxWorks, and outdoor science programming with the Billion Oyster Project. All of this is the result of more than two years of extensive community engagement and is a key part of the City’s $194M capital investment strategy for the Lower Concourse. • We joined the ribbon-cutting ceremony for the Community Healthcare Network Betty Shabazz Health Clinic in East New York. The ribbon-cutting, which took place on Malcolm X’s birthday, with his and Shabazz’s daughter in attendance, celebrated the opening of the newly constructed two-story, 9,500 square-foot clinic. The new space more than doubles the number patients the clinic can serve, from 4,400 to 10,500 annually. The construction was financed with $10 million in New Markets Tax Credits through NYC Neighborhood Capital Corporation. We are planning for a stronger EDC:

• As summer gets underway, we are excited to begin our next phase of progress toward a safe, full-capacity return to in-person work and collaboration at NYCEDC. Over the last month, nearly 350 EDCers have returned to the office or an EDC site with some level of frequency and after July 4 all EDCers will work in person at least two days a week. • While we are remaining fiscally conservative in our FY22 budget, we are seeing strong signs that EDC’s asset revenues are returning to pre-COVID levels. Our budget includes reimbursements for COVID related expenses and other qualified federal relief, and we are looking forward to the sustained recovery of the cruise, restaurant, and theater industries which will support our tenants and contribute to our bottom line. • As we focus on the organization’s near-term fiscal health, we are also exploring creative approaches to broaden our revenue base to allow us to continue to support industries, innovation, and the City’s overall economic growth in a more sustainable way. As always, should you have any questions about EDC's projects, programs, or efforts, please do not hesitate to contact me or the staff.

Sincerely,

Rachel Loeb

ELECTION OF MEMBERS OF COMMITTEES Board of Directors Meeting June 22, 2021

Subject: Election of (i) a Director to serve as Chair and a member of the Executive Committee of the Board of Directors of NYCEDC, (ii) a Director to serve as a member of the Executive Committee of the Board of Directors, (iii) a Director to serve as Chair and a member of the Governance Committee of the Board of Directors and (iv) a Director to serve as a member of the Legal Affairs Committee of the Board of Directors

Proposed Resolution: To elect (i) Danny Meyer as Chair and a member of the Executive Committee of NYCEDC’s Board of Directors; (ii) Rachel Loeb as a member of the Executive Committee of NYCEDC’s Board of Directors; (iii) James McSpiritt as Chair and a member of the Governance Committee of NYCEDC’s Board of Directors; and (iv) (as of July 1, 2021) Wilton Cedeno as a member of the Legal Affairs Committee of NYCEDC’s Board of Directors

Background: The above positions are being filled due to vacancies arising from the resignation from NYCEDC’s Board of Directors of Michael Schlein, James Patchett, Timothy Wilkins and (as of June 30, 2021) Cheryl Adolph.

LDCMT-26-11986 BUDGET INFORMATION Board of Directors Meeting June 22, 2021

SUBJECT: The approval and submission of budget information about NYCEDC

PROPOSED RESOLUTION: To approve budget information about NYCEDC in the form attached hereto as Attachment A

BACKGROUND: The Public Authorities Accountability Act of 2005 (the "Act") as amended requires NYCEDC to submit to the Mayor, the City's Comptroller, the City Council Speaker and New York State's Authorities Budget Office ("ABO"), budget information on operations and capital construction setting forth the estimated receipts and expenditures for the next fiscal year and the current fiscal year, and the actual receipts and expenditures for the last completed fiscal year. ABO has designated the form in which the budget information is to be submitted and such form requires the inclusion of estimated information for additional years. The submission is for information purposes and the submission must be in the form submitted to NYCEDC's Directors.

Attached hereto is Attachment A, which sets forth the budget information in the form in which it will be submitted pursuant to the Act. Attached hereto as Attachment B is a copy of NYCEDC's budget information set forth in its standard format.

STAFF: Fred D’Ascoli, Chief Financial Officer Elizabeth Verostek, Deputy Chief Financial Officer Spencer Hobson, Executive Vice President and Treasurer Jason Oddo, Vice President, Finance

LDCMT-26-11948 LDCMT-26-11948

LDCMT-26-11948 EASTERN EFFECTS, INC. Board of Directors Meeting June 22, 2021

SUBLESSOR: NYCEDC

SUBLESSEE: Eastern Effects, Inc. (“Tenant”) The principals of Eastern Effects, Inc. are Scott Levy, Chris Hayes and Laura Gahrahmat.

SITE LOCATION: Bush Terminal – North Campus Block 715, portion of Lot 1 (the “Site”) Borough of Brooklyn Community Board No. 7

SITE DESCRIPTION: The Bush Terminal campus (the “Terminal”) is located on the Brooklyn waterfront in Sunset Park and is approximately bounded by 40th St. to the north, 51st St. to the south, 1st Ave. to the east, and the Bay Ridge Channel waterfront and Bush Terminals Piers Park to the west. The site, approximately depicted in Attachment A (the “Site”), is a portion of the campus and spans approximately from 42nd St. to 43rd St. between 1st Avenue and the interior “MiNY Lane” and is an approximately 48,000 square foot lot with an approximately 40,000 square foot building on it, which will be demolished or rehabilitated. A parking license will also be issued for up to approximately 11,500 square feet within the Terminal.

BACKGROUND: Bush Terminal is a City-owned industrial facility leased to NYCEDC pursuant to three master leases, collectively referred to as the “Bush Terminal Master Leases.” The Bush Terminal Master Leases allow NYCEDC to sublease space at Bush Terminal for manufacturing, industrial, and commercial purposes, including office uses incidental thereto.

In February 2017, Mayor de Blasio announced the Made in New York Campus at Bush Terminal to co-locate garment manufacturing, media production, and supporting industries.

For two decades, Eastern Effects, Inc. has been providing the New York City film and television production industry with rentals of lighting and grip equipment and, as of 2012, a studio production facility in Gowanus, Brooklyn. Over 10,000 productions have been supported, including feature films, episodic television, commercials, corporate and industrial videos, student films, reality television and live broadcasts. LDCMT-26-12069

In October 2018, in order to accommodate the construction of a combined sewer overflow control facility in connection with Gowanus Canal Superfund Remediation, the City exercised its power of eminent domain to acquire the Gowanus property where an Eastern Effects, Inc.’s studio production facility is currently located. The City anticipates needing Eastern Effects, Inc. to vacate this property by October 31, 2021, and then the City would demolish the studio production facility. As a result, the City may be at risk of losing one of the resources supporting the City’s film industry, along with the accompanying jobs and tax revenues.

On February 7, 2019, pursuant to Section 2.04 of the Master Contract between the City and NYCEDC, Deputy Mayor Alicia Glen directed NYCEDC to provide relocation assistance (as part of NYCEDC’s obligation to provide services relating to economic development) to Eastern Effects, Inc. in the form of a sublease on a sole source basis within the Bush Terminal Industrial Complex and the building and/or renovation of space therein (subject to and upon such terms as authorized by the NYCEDC's Board of Directors and in accordance with the terms and conditions of the applicable Bush Terminal Master Lease). Such relocation assistance will be in the public’s interest by protecting and promoting economic development, supporting the City’s film industry production resources, and preserving the accompanying jobs and tax revenues.

Eastern Effects, Inc. also uses a facility in East New York for the rental of lighting, grip and vehicle equipment and full service studio space for film and television productions and a facility in Gowanus for the rental of lighting equipment.

PROJECT DESCRIPTION: NYCEDC will enter into a sublease (the “Sublease”) with Tenant for the Site. NYCEDC will deliver approximately 70,000 square feet of building space on the Site, which may be new construction or a mixture of new construction and rehabilitated space, in accordance with certain specifications set forth in the Sublease. The construction is anticipated to include (i) two approximately 20,000 square foot sound stages, (ii) approximately 30,000 square feet of support space for set shops, dressing rooms, bathrooms and other ancillary uses required for the operation of the Site, and (iii) if feasible based on roof design, approximately 5,000 square feet of rooftop space for shooting, staging and similar uses.

NYCEDC will also enter into a parking license with Eastern Effects, Inc. for up to approximately 11,500 square feet of space within the

LDCMT-26-12069 Terminal for parking, staging, storage and similar uses, for no additional consideration.

The Sublease will retain approximately 200 to 300 permanent Full- Time Equivalent jobs and will require Tenant to comply with HireNYC and the City’s living and prevailing wage laws.

Tenant will use the Site to operate a studio/stage facility for the production of film, television and/or video media and certain photography shoots and uses ancillary thereto (“Permitted Use”), or from time to time, on a temporary basis, other media production, exhibit or event uses as may be necessary for Tenant to generate sufficient revenue to comply with the terms of the Sublease (“Approved Non-Conforming Uses”).

PURPOSE OF DISPOSITION/ BENEFIT TO THE PUBLIC: It is anticipated that the disposition of the Site will preserve hundreds of jobs being displaced by the Gowanus Canal Superfund Remediation and the accompanying tax revenue, that could otherwise be lost without relocation.

SUBLEASE TERMS: The Sublease has an initial term of 20 years and one 12-year renewal option. The proposed base rent is $1,120,000 per annum in the first year of the Sublease, with 2% increases in the 2nd and 4th years. In the 6th year, base rent shall increase to $1,610,000 per annum and increase 2% annually thereafter.

If Tenant exercises the renewal option provided in the Sublease, base rent would reset to ninety-five percent (95%) of the fair market rental rate determined by appraisal of the highest and best use of the Site, as improved, with 3% annual increases. Such base rent is subject to a job density discount of 10% discount for each lease year during the renewal term if Tenant has achieved a job density of at least one full time permanent employee (or equivalent) per 500 square feet of building space during the previous lease year, and an additional 10% (for a total of 20%) discount if Tenant has achieved a job density of at least one full time permanent employee (or equivalent) per 350 square feet of building space during the previous lease year.

In addition, if Tenant, during any lease year, uses any portion of the Site for any uses that are not a Permitted Use, Tenant shall pay NYCEDC as participation rent 80% of revenues (excluding taxes) derived from such uses after eligible expenses are

LDCMT-26-12069 covered.

While Tenant is responsible for utilities, repairs, maintenance, and operation of the Site, NYCEDC remains responsible for maintenance, repair, and replacement of all structural and exterior building envelope components of the building and the roof of the building, except for damage caused by Tenant, or its subtenants, licensees, invitees, and their respective representatives.

APPRAISED VALUE: NYCEDC commissioned an independent appraisal in Spring 2021. The appraisal concluded that the highest and best use fair market value for the site to be subleased is $33,690,000, and that the corresponding fair market annual rental value in 2025 at the time we expect the Sublease to commence would be $2,100,000. A second determination by the appraiser, accounting for (i) the specific soundstage facility improvements to be delivered by NYCEDC and (ii) the use restrictions of the Sublease, resulted in a fair market value of $45,780,000 for the site to be subleased and a corresponding fair market annual rent in 2025 of $3,220,000.

EXISTING ZONING: The Site is zoned M3-1. It is also located within a waterfront zoning lot and the Southwest Brooklyn Industrial Business Zone.

PUBLIC APPROVALS: The proposed Sublease is as of right and requires no discretionary approvals.

PROPOSED RESOLUTIONS: Approval for NYCEDC to enter into the Sublease substantially as described herein

The Board of Directors further resolves that there is no reasonable alternative to the proposed Sublease to Tenant that will achieve the same purpose as the transfer.

NYCEDC PROJECT CODE: 9749

STAFF: Julie Stein, Senior Vice President, Portfolio Management Yolande Schüler, Executive Vice President, Asset Management Caroline Nguyen, Senior Counsel, Legal

LDCMT-26-12069 ATTACHMENT A

SITE AND PROJECT LOCATION (BUSH TERMINAL NORTH CAMPUS)