Pacific Park Conservancy IRS Filing

Application for Recognition of Exemption
. 1023 Under Section 501(c)(3) of the Internal Revenue Code

OMB No. 1545-0056
Note: If exempt status Is
approved, this
(Rev. December 2017)
I Do not enter social security numbers on this form as it may be made public. application will be open
Department of the Treasury for public Inspection.
Internal Revenue Service · # Go to www./rs.gov/Form 1023 for Instructions and the latest Information.
Use the /nstructions to comp/ete this application and fora definition ofa#bold items. For additional help, call IRS Exempt
Organizations Customer Account Services toll-free at 1 -877-829-5500. Visit our website at www. irs. gov for forms and publications. If
the required information and documents are not submitted with payment of the appropriate user fee, the application may be returned
to you.
Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and
identify each answer by Part and line number. Complete Parts 1 - XI of Form 1023 and submit only those Schedules (A through H) that
apply to you.
9.1.1~11 Identification of Applicant
1 Full name of organization (exactly as It appears In your organizing document) 2 c/o Name (if applicable)
Atlantic Yards Venture, LLC

3 Mailing address (Number and street) (see instructions) Room/Suite 4 Employer identification Number (Eli4)
City or town, state or country, and ZIP + 4 5 Month the annual accounting period ends (01 - 12)
6 Primary contact (officer, director, trustee, or authorized representative)

a Name:
b Phone:
c Fax: (optional) i
7 Are you represented by an authorized representative, such as an attorney or accountant? If "Yes." 8 Yes 0 No
provide the authorized representative's name, and the name and address of the authorized
representative ' s firm. Include a completed Form 2848 , Power of Attorney and Declaration of SEE ATTACHMENTl
Representative, with your application If you would like us to communicate with your representative.
8 Was a person who is not one of your officers, directors, trustees, employees, or an authorized 0 Yes 8 No
representative listed in line 7, paid, or promised payment, to help plan, manage, or advise you about
the structure or activities of your organization, or about your financial or tax matters? If "Yes," provide
the person's name, the name and address of the person's firm, the amounts paid or promised to be
paid, and describe that person's role.
98 Organization's website: N/A
b Organization's email: (optional)

10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you El Yes Fl No
are granted tax-exemption, are you claiming to be excused from filing Form 990 or Form 990-EZ? If
"Yes," explain. See the instructions for a description of organizations not required to file Form 990 or
Form 990-EZ.
11 Date incorporated if a corporation , or formed , lf other than a corporation . (M M/DD/frA9 1 1
12 Were you formed under the laws of a foreign country? C Yes [8 No
If "Yes," state the country.
For Paperwork Reduction Act Notice, see instructions. Cat. No. 17133K Form 1023 (Rev. 12-2017)
Form 1023 (Rev. 12-2017) Name: cific Park Conse anc Inc. EIN: 82-27 3 56 page 2
Organizational Structure
You must be a corporation (Including a limited liability company), an unincorporated association, or a trust to be tax exempt.
See instructions. DO NOT file this form unless you can check "Yes" on lines 1, 2,3, or 4.
1 Are you a corporation? if "Yes," attach a copy of your articles of incorporation showing certification of ~ Yes Il No
filing with the appropriate state agency. Include copies of any amendments to your articles and be sure SEE ATTACHMENT 2
they also show state filing certification.
2 Are you a limited liability company (LLC)? If "Yes," attach a copy of your articles of organization showing j Yes Q No
certification of filing with the appropriate state agency. Also, if you adopted an operating agreement, attach
a copy. Include copies of any amendments to your articles and be sure they show state filing certification.
Refer to the instructions for circumstances when an LLC should not file its own exemption application.
3 Are you an unincorporated association? If "Yes," attach a copy of your articles of association, 0 Yes El No
constitution, or other similar organizing document that is dated and includes at least two signatures.
Include signed and dated copies of any amendments.
4a Are you a trust? If "Yes," attach a signed and dated copy of your trust agreement. Include signed and O Yes 0 No
dated copies of any amendments.
b Have you been funded? If "No," explain how you are formed without anything of value placed in trust. Il Yes El No
5 Have you adopted bylaws? If "Yes," attach a current copy showing date of adoption. If "No." explain E Yes 0 No
how your officers, directors, or trustees are selected. SEE ATTACHMENT 3
Re uired Provisions in Your Organizing Document
The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions
to meet the organizational test under section 501(c)(3). Unless you can check the boxes in both lines 1 and 2, your organizing document
does not meet the organizational test. DO NOT file this application until you have amended your organizing document. Submit your
original and amended organizing documents (showing state filing certification If you are a corporation or an LLC) with your application.
1 Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable, Fl
religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document meets
this requirement. Describe specifically where your organizing document meets this requirement, such as a reference
to a particular article or section In your organizing document. Refer to the instructions for exempt purpose language.
Location of Purpose Clause (Page, Article, and Paragraph):
2a Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively 0
for exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Check the box on line 2a to
confirm that your organizing document meets this requirement by express provision for the distribution of assets upon
dissolution. If you rely on state law fqr your dissolution provision, do not check the box on line 2a and go to line 2c.
b If you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph).
Do not complete line 2c If you checked box 2a· .AdisIs_Tenth,_Farairaph (e)
c See the instructions for information about the operation of state law In your particular state. Check this box If you £
rel on o eration of state law for our dissolution rovision and indicate the state:
Narrative Descri tion of Your Activities
Using an attachment, describe your past, present, and planned activities in a narrative. If you believe that you have already provided some of
this information in response to other parts of this application, you may summarize that information here and refer to the specific parts of the
application for supporting details. You may also attach representative copies of newsletters, brochures, or similar documents for supporting
details to this narrative. Remember that if this application Is approved, It will be open for public Inspection. Therefore, your narrative
description of activities should be thorough and accurate. Refer to the instructions for Information that must be included in your description.
IE~~~ Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors
18 List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their
total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or
other position. Use actual figures, if available. Enter "none" if no compensation is or will be paid. If additional space is needed,
attach a separate sheet. Refer to the Instructions for Information on what to Include as compensation.
Compensation amount
Name Title Mailing address (annual actual or eslmated)
Form 1023 (Rev 12-2017)
,
Form 1023 (Rev. 12-2017) Name: PAcific Park Conservanc Inc.
EiN: 82-2723956 page 3
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees,
and Independent Contractors (Continued)
b List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will receive
compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the Instructions for information on
what to include as compensation. Do not Include officers, directors, or trustees listed in line 1 a.
Compensation amount
Name Title Mailing address (annual actual or estimated)
c List the names, names of businesses, and mailing addresses of your five highest compensated independent contractors that
receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions
for information on what to include as compensation.
Compensation amount
Name Title Mailing address (annual actual or estimated)
The following "Yes" or "No" questions relate to past, present, or planned relationships, transactions, or agreements with your officers,
directors, trustees, highest compensated employees, and highest compensated Independent contractors listed in lines 1 a, 1 b, and 1 c.
2a Are any of your officers, directors, or trustees related to each other through family or business 0 Yes C No
relationships? If "Yes," identify the individuals and explain the relationship. SEE ATTACHMENT 6
, b Do you have a business relationship with any of your officers. directors, or trustees other than through 0 Yes 1 No
their position as an officer, director, or trustee? If "Yes," Identify the Individuals and describe the business
relationship with each of your officers, directors, or trustees. SEE ATTACHMENT 6
c Are any of your officers, directors, or trustees related to your highest compensated employees or highest O Yes E No
compensated Independent contractors listed on lines 1 b or 1 c through family or business relationships? If
"Yes," identify the individuals and explain the relationship.
3a For each of your officers, directors, trustees, highest compensated employees, and highest
compensated independent contractors listed on lines 1 a, 1 b, or 1 c, attach a list showing their name, SEE ATTACHMENT 7
qualifications, average hours worked, and duties.
b Do any of your officers, directors, trustees, highest compensated employees, and highest compensated 0 Yes @ No
Independent contractors listed on lines 1 a, 1 b, or 1 c receive compensation from any other organizations,
whether tax exempt or taxable, that are related to you through common control? If "Yes," Identify the
Individuals, explain the relationship between you and the other organization, and describe the
compensation arrangement.
4 In establishing the compensation for your officers, directors, trustees, highest compensated employees,
and highest compensated independent contractors listed on lines 1 a, 1 b, and 1 c, the following practices
are recommended, although they are not required to obtain exemption. Answer "Yes" to all the practices
you use.
a Do you or will the Individuals that approve compensation arrangements follow a conflict of interest policy? El Yes Il No
b Do you or will you approve compensation arrangements in advance of paying compensation? El Yes D No
c Do you or will you document In writing the date and terms of approved compensation arrangements? Fl Yes 0 No
Form 1023 (Rev. 12-2017)

Form 1023 (Rev. 12-2017) Name: Pacific Park Conse anc Inc. EIN: 82-2723 56 Page 4
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees,
and Independent Contractors (Continued)
d Do you or will you record In writing the decision made by each individual who decided or voted on 0 Yes 0 No
compensation arrangements?
e Do you or will you approve compensation arrangements based on information about compensation paid by E Yes Il No
similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys
compiled by independent firms, or actual written offers from similarly situated organizations? Refer to the
instructions for Part V, lines 1 a, 1 b, and 1 c, for information on what to include as compensation.
f Do you or will you record In writing both the information on which you relied to base your decision and its El Yes El No
source?
g If you answered "No" to any Item on lines 4a through 4f, describe how you set compensation that Is
reasonable for your officers, directors, trustees, highest compensated employees, and highest SEE ATTACHMENT 8
compensated independent contractors listed in Part V, lines la, 1 b, and lc.
57-Haveyouadoptedaconflict-oflinterestpo~cyconsistentwRhthesample-conflict-ofinterestpolicyinml-Yes-EN0
Appendix A to the instructions? If "Yes," provide a copy of the policy and explain how the policy has
been adopted, such as by resolution of your governing board. If "No," answer lines 5b and 5c. SEE ATTACHMENT 9
b What procedures will you follow to assure that persons wh9 have a conflict of Interest will not have
influence over you for setting their own compensation?
c What procedures will you follow to assure that persons who have a conflict of interest will not have
influence over you regarding business deals with themselves?
Note: A conflict of Interest policy is recommended though it is not required to obtain exemption.
Hospitals, see Schedule C, Section 1, line 14.
6 a Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and highest 0 Yes Fl No
compensated independent contractors listed In lines la, 1 b, or 1 c through non-fixed payments, such as discretionary
bonuses or revenue-based payments? If "Yes," describe all non-fixed compensation arrangements, Including how the
amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation,
and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to
the Instructions for Part V, lines 1 a, 1 b, and 1 c, for information on what to include as compensation.
b Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your 0 Yes El No
five highest compensated employees who receive or will receive compensation of more than $50,000 per
year, through non-fixed payments, such as discretionary bonuses or revenue-based payments? If "Yes,"
describe all non-fixed compensation arrangements, including how the amounts are or will be determined, who
Is or will be eligible for such arrangements, whether you place or will place a limitation on total compensation,
and how you determine or will determine that you pay no more than reasonable compensation for services.
Refer to the instructions for Part V, lines l a, 1 b, and 1 c, for information on what to include as compensation,
7a Do you or will you purchase any goods, semices, or assets from any of your officers, directors, trustees, highest 0 Yes El No
compensated employees, or highest compensated Independent contractors listed in lines la, 1 b, or lc? If "Yes,"
describe any such purchase that you made or intend to make, from whom you make or will make such purchases, how
the terms are or will be negotiated at arm's length, and explain how you determine or will determine that you pay no
more than fair market value. Attach copies of any written contracts or other agreements relating to such purchases.
b Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees, highest El Yes @ No
compensated employees, or highest compensated Independent contractors listed in lines 1 a, 1 b, or 1 c? If "Yes,"
describe any such sales that you made or Intend to make, to whom you make or will make such sales, how the
terms are or will be negotiated at arm's length, and explain how you determine or will determine you are or will be
paid at least fair market value. Attach copies of any wMtten contracts or other agreements relating to such sales.
Ba Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, El Yes E No
trustees, highest compensated employees, or highest compensated Independent contractors listed in
lines 1 a, 1 b, or 1 c? If "Yes," provide the information requested in lines 8b through 8f.
Describe any written or oral arrangements that you made or Intend to make.
Identify with whom you have or will have such arrangements.
Explain how the terms are or will be negotiated at arm's length.
Explain how you determine you pay no more than fair market value or you are paid at least fair market value.
Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements.
9a Do you or will you have any leases, contracts, loans, or other agreements with any organization in which ¤ Yes 0 No
any of your officers, directors, or trustees are also officers, directors, or trustees, or In which any
Individual officer, director, or trustee owns more than a 35% Interest? If "Yes," provide the information SEE ATTACHMENT 10
requested in lines 9b through 9f.
Form 1023 (Rev. 12-2017)
1
Form 1023 (Rev. 12-2017) Name: cific Park Conse Anc nc EIN: 82-2723 56 Page 5
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,
Employees, and Independent Contractors (Continued)
b Describe any written or oral arrangements you made or Intend to make.
c identify with whom you have or will have such arrangements.
d Explain how the terms are or will be negotiated at arm's length.
e Explain how you determine or will determine you pay no more than fair market value or that you are paid
at least fair market value.
f Attach a copy of any signed leases, contracts, loans, or other agreements relating to such arrangements.
Your Members and Other Individuals and Organizations That Receive Benefits From You
The following "Yes" or "No" questions relate to goods, services, and funds you provide to individuals and organizations as part of your
activities. Your answers should pertain to past, present, and p/anned activities. See Instructions.
1 a In carrying out your exempt purposes, do you provide goods, services, or funds to Individuals? If "Yes," j Yes E No
describe each program that provides goods,· services, or funds to individuals,
b In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If 0 Yes gl No
"Yes," describe each program that provides goods, services, or funds to organizations.
2 Do any of your programs limit the provision of goods, services, or funds to a specific Individual or group El Yes Fl No
of specific individuals? For example, answer "Yes," If goods, services, or funds are provided only for a
particular individual, your members, individuals who work for a particular employer, or graduates of a
particular school. If "Yes," explain the limitation and how recipients are selected for each program.
3 Do any individuals who receive goods, services, or funds through your programs have a family or 0 Yes E No
business relationship with any officer, director, trustee, or with any of your highest compensated
employees or highest compensated independent contractors listed in Part V, lines la, 1 b, and 1 c? If
"Yes," explain how these related individuals are eligible for goods, services, or funds.
Your History
The following "Yes" or "No" questions relate to your history. See instructions.
1 _ Are you a successor to another organization? Answer "Yes," if you have taken or will take over the El Yes E No
activities of another organization; you took over 25% or more of the fair market value of the net assets of
another organization; or you were established upon the conversion of an organization from for-profit to
nonprofit status. If "Yes," complete Schedule G.
2 Are you submitting this application more than 27 months after the end of the month In which you were 0 Yes 0 No
legally formed? If "Yes," complete Schedule E.
Your S ecific Activities

The following "Yes" or "No" questions relate to specific activities that you may conduct. Check the appropriate box. Your answers
should pertain to past, present, and planned activities . See instructions.
1 Do you support or oppose candidates in political campaigns in any way? If "Yes," explain. O Yes E No
2a Do you attempt to influence legislation? If "Yes," explain how you attempt to influence legislation and El Yes E No
complete line 2b. If "No," go to line 3a.
b Have you made or are you making an election to have your legislative activities measured by 0 Yes @ NO
expenditures by filing Form 5768? If "Yes," attach a copy of the Form 5768 that was already filed or
attach a completed Form 5768 that you are filing with this application. If "No," describe whether your
attempts to influence legislation are a substantial part of your activities. Include the time and money
spent on your attempts to Influence legislation as compared to your total activities.
3a Do you or will you operate bingo or gaming activities? if "Yes," describe who conducts them, and list all 0 Yes Kl No
revenue received or expected to be received and expenses paid or expected to be paid In operating
these activities. Revenue and expenses should be provided for the time periods specified In Part IX,
Financial Data.
b Do you or will you enter Into contracts or other agreements with individuals or organizations to conduct 0 Yes Fl No
bingo or gaming for you? If "Yes," describe any written or oral arrangements that you made or Intend to
make, Identify with whom you have or will have such arrangements, explain how the terms are or will be
negotiated at arm's length, and explain how you determine or will determine you pay no more than fair
market value or you will be paid at least fair market value. Attach copies or any written contracts or other
agreements relating to such arrangements.
c List the states and local Jurisdictions, Including Indian Reservations, in which you conduct or will conduct
gaming or bingo.
Form 1023 (Rev. 12-2017)
EIN: page 6
Form 1023 (Rev. 12-2017) Name: Pacific Park Conservanc nt. 82-2723956
Your S ecific Activities Continue
4a Do you or will you undertake fundraising? If "Yes," check all the fundraising programs you do or will E Yes 0 No
conduct. See instructions.
SEE ATTACHMENT 11
GB phone solicitations
gl El gl El
mail solicitations
email solicitations GB accept donations on your website
personal solicitations El receive donations from another organization's website
vehicle, boat, plane, or similar donations El government grant solicitations
E foundation grant solicitations E Other
Attach a description of each fundraising program.
b Do you or will you have written or oral contracts with any Individuals or organizations to raise funds for C Yes 8 No
you? If "Yes," describe these activities. Include all revenue and expenses from these activities and state
who conducts them. Revenue and expenses should be provided for the time periods specified in Part IX,
Financial Data. Also, attach a copy of any contracts or agreements.
c Do you or will you engage In fundraising activities for other organizations? If "Yes," describe these O Yes 0 No
arrangements. Include a description of the organizations for which you raise funds and attach copies of
all contracts or agreements.
d List all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction
listed, specify whether you fundraise for your own organization, you fundraise for another organization, or
another organization fundraises for you.
e Do you or will you maintain separate accounts for any contributor under which the contributor has the El Yes 8 No
right to advise an the use or distribution of funds? Answer "Yes" if the donor may provide advice on the
types of investments, distributions from the types of investments, or the distribution from the donor's
contribution account. If "Yes," describe this program, Including the type of advice that may be provided
and submit copies of any written materials provided to donors.
5 Are you affiliated with a governmental unit? If "Yes," explain. C Yes Fl No
6a Do you or will you engage in economic development? If "Yes," describe your program. 01 Yes [8 No
b Describe In full who benefits from your economic development activities and how the activities promote
exempt purposes.
7a Do or will persons other than your employees or volunteers develop your facilities? If "Yes," describe E Yes Il No
each facility, the role of the developer, and any business or family relationship(s) between the developer SEE ATTACHMENT 12
and your officers, directors, or trustees.
b Do or will persons other than your employees or volunteer5 manage your activities or facilities? if "Yes," El Yes Il No
describe each activity and facility, the role of the manager, and any business or family relationship(s) SEE ATTACHMENT 12
between the manager and your officers, directors, or trustees.
c If there is a business or family relationship between any manager or developer and your officers,
directors, or trustees, Identify the Individuals, explain the relationship, describe how contracts are
negotiated at arm's length so that you pay no more than fair market value, and submit a copy of any
contracts or other agreements.
8 Do you or will you enter into joint ventures, including partnerships or limited liability companies El Yes %)No
treated as partnerships, in which you share profits and losses with partners other than section 501(c)(3)
organizations? If "Yes," describe the activities of these joint ventures in which you participate.
9a Are you applying for exemption as a childcare organization under section 501(k)? If "Yes," answer lines Il Yes Q No
9b through 9d. If "No," go to line 10.
b Do you provide childcare so that parents or caretakers of children you care for can be gainfully D Yes 0 No
employed (see Instructions)? If "No," explain how you qualify as a childcare organization described in
section 501(k).
c Of the children for whom you provide chlldcare, are 85% or more of them cared for by you to enable their O Yes 0 No
parents or caretakers to be galnfully employed (see instructions)? If "No," explain how you qualify as a
chlldcare organization described In section 501(k).
d Are your services available to the general public? If "No," describe the specific group of people for whom El Yes Il No
your activities are available. Also, see the Instructions and explain how you qualify as a childcare
organization described in section 501 (k).
10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, El Yes Il No
scientific discoveries, or other intellectual property? If "Yes," explain. Describe who owns or will own
any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are SEE ATTACHMENT 13
determined, and how any items are or will be produced, distributed, and marketed.
Form 1023 (Rev. 12-2017)
Form 1023 (Rev. 12-2017) Name: Pacific Inc. EIN: 82-2723956 page 7
C nse anc
Your S ecific Activities Continued
11 Do you or will you accept contributions of: real property; conservation easements; closely held El Yes El No
securities; Intellectual property such as patents, trademarks, and copyrights; works of music or art;
ATTACHMENT 14
licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If "Yes," SEE
describe each type of contribution, any conditions Imposed by the donor on the contribution, and any
agreements with the donor regarding the contribution.
12a Do you or will you operate In a foreign country or countries? If "Yes," answer lines 12b through 12d. If I) Yes El No
"No," go to line 13a.
b Name the foreign countries and regions within the countries in which you operate.
c Describe your operations in each country and region In which you operate.
d Describe how your operations In each country and region further your exempt purposes.
13a Do you or will you make grants, loans, or other distributions to organization(s)? If "Yes," answer lines 13b Il Yes El No
through 139. If "No," go to line 14a.
b Describe how your grants, loans, or other distributions to organizations further your exempt purposes.
c Do you have written contracts with each of these organizations? If "Yes," attach a copy of each contract. 0 Yes m No
d Identify each recipient organization and any relationship between you and the recipient organization.
e Describe the records you keep with respect to the grants, loans, or other distributions you make.
f Describe your selection process, Including whether you do any of the following.
(i) Do you require an application form? If "Yes," attach a copy of the form. O Yes O No
(ii) Do you require a grant proposal? If "Yes," describe whether the grant proposal specifies your O Yes O No
responsibilities and those of the grantee, obligates the grantee to use the grant funds only for the
purposes for which the grant was made, provides for periodic written reports concerning the use of
grant funds, requires a final written report and an accounting of how grant funds were used, and
acknowledges your authority to withhold and/or recover grant funds in case such funds are, or appear !
to be, misused.
g Describe your procedures for oversight of distributions that assure you the resources are used to further
your exempt purposes, including whether you require periodic and final reports on the use of resources.
14a Do you or will you make grants, loans, or other distributions to foreign organizations? If "Yes," answer El Yes E No
lines 14b through 14f. If "No," go to line 15.
b Provide the name of each foreign organization, the country and regions within a country in which each
foreign organization operates, and describe any relationship you have with each foreign organization.
c Does any foreign organization listed in line 14b accept contributions earmarked for a specific country or [3 Yes 0 No
specific organization? If "Yes; list all earmarked organizations or countries.
d Do Your contributors know that you have ultimate authority to use contributions made to you at your 0 Yes O No
discretion for purposes consistent with your exempt purposes? If "Yes," describe how you relay this
Information to contributors.
e Do you or will you make pre-grant Inquiries about the recipient organization? If "Yes," describe these £ Yes ¤ No
Inquiries, including whether you inquire about the recipient's financial status. its tax-exempt status under
the Internal Revenue Code, its ability to accomplish the purpose for which the resources are provided,
and other relevant information.
f Do you or will you use any additional procedures to ensure that your distributions to foreign Il Yes 0 No
organizations are used in furtherance of your exempt purposes? If "Yes," describe these procedures,
including site visits by your employees or compliance checks by Impartial experts, to verify that grant
funds are being used appropriately.
Form 1023 (Rev. 12-2017)
%
Form 1023 (Rev. 12-2017) Name: Pacific Park Conse anc nc. EIN: 82-2723956 Page 8
Your S ecific Activities Continued
15 Do you have a close connection with any organizations? If "Yes," explain. SEE ATTACHMENT 15 Gl Yes O No
16 Are you applying for exemption as a cooperative hospital service organization under section 501(e)? If ¤ Yes ~ No
"Yes," explain.
17 Are you applying for exemption as a cooperative service organization of operating educational 0 Yes El No
organizations under section 501(47 If "Yes," explain.
18 Are ou appl ing for exem tion as a charitable risk pool under section 501 n ? If "Yes," ex lain. 0 Yes E No
19 Do you or will you operate a school? If "Yes," complete Schedule B. Answer "Yes," whether you operate D Yes ~ No
a school as your main function or as a secondary activity.
20 Is your main function to provide hospital or medical care? If "Yes," complete Schedule C. El Yes Fl No
21 Do you or will you provide low-income housing or housing for the elderly or handicapped? If "Yes," El Yes 8 No
complete Schedule F.
22 Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to 0 Yes E No
individuals, Including grants for travel, study, or other similar purposes? If "Yes," complete Schedule H.
Note: Private foundations may use Schedule H to request advance approval of individual grant
procedures.
Form 1023 (Rev. 12-2017)

Form 1023 (Rev. 12-2017) Name: Pncific PArk Conservanc Inc.
EIN: 82-2723956 Page 9
Financial Data
For purposes of this schedule, years in ex~stence refer to completed tax years.
1. if in existence less than 5 years, complete the statement for each year in existence and provide projections of your likely
revenues and expenses based on a reasonable and good faith estimate of your future finances for a total of:
a. Three years of financial information If you have not completed one tax year, or
b. Four years of financial Information if you have completed one tax year. See instructions.
2. If in existence 5 or more years, complete the schedule for the most recent 5 tax years. You will need to provide a separate
statement that Includes information about the most recent 5 tax years because the data table in Part IX has not been
updated to provide for a 5th year. See instructions.
A. Statement of Revenues and Expenses
Type of revenue or expense Current tax year 3 prior tax years or 2 succeeding tax years
(a) From 01/01/2018 (b) From-91/2189-17- (c) From Q~118-0-12- (d) From 01/01/2020 (e) Provide Total for
1 Gifts, grants, and

contributions received (do not
include unusual grants)
2 Membershl fees received
3 Gross Investment income
4 Net unrelated business
Income
5 Taxes levled for your benefit
6 Value of services or facilities
furnished by a governmental unit
without charge (not including the
Revenues
value of services generally furnished

to the public without charge
7 Any revenue not otherwise listed ,
above or in lines 9-12 below
(attach an itemized list)
8 Total of lines 1 through 7
9 Gross receipts from admissions,
merchandise sold or services
performed, or furnishing of facilities in
any activity that Is related to your
exem t pur oses (attach itemized list
10 Total of lines 8 and 9
11 Net gain or loss on sale of
capital assets (attach
schedule and see instructions)
12 Unusual grants
13 Total Revenue
Add lines 10 through 12
8 · .P - ···,I,- WJ-99
4 ".
14 Fundraising expenses
4%:~:*f-- *'<"d'st t. "-14"
15 Contributions, gifts, grants,
and similar amounts paid out k_ * )28----4<M,b
(attach an itemized list)
16 Disbursements to or for the , . I.......- -4.'../.
benefit of members (attach an
itemized list) '8*I*2(5.499!
17 Compensation of officers,
~22.jjMLy.trii*i
Expenses
directors, and trustees

18 Other salaries and wages
19 Interest ex ense ~263=•4. Ihi:/499-4.M
20 Occupanc (rent, utilities, etc.) -*-

21 Depreciation and depletion 49'Za=*2,
22 Professional fees
SEE 23 Any expense not otherwise 4-- 12-C,- > , 11
ATTACHM NT classified, such as program -2 -. - #, N ri-1
16 services (attach itemized list) =L,»-607-fi e. 1
24 Total Expenses
Add lines 14 through 23
Form 1023 (Rev. 12-2017)
Form 1023 (Rev. 12-2017) Name: Pacific PRr Conservanc nc.
EIN: 82-2723956 Page 10
Financial Data Continued
B. Balance Sheet (for your most recently completed tax year) Year End:
2017
Assets (Whole dollars)
1 Cash . .
2 Accounts receivable, net
3 Inventories ...
4 Bonds and notes receivable (attach an Itemized list) ................. 4
5 Corporate stocks (attach an itemized list) . . . . . . . . . . . . 5
6 Loans recelvable (attach an itemized list) . . . . . . . . . . . . . . . . . . . . 6
7 Other investments (attach an itemized list) 7
8 Depreciable and depletable assets (attach an itemized list) .............. 8
9 Land .....
10 Other assets (attach an itemized list) 10
11 Total Assets (add lines 1 through 10) .
Liabilities
12
13 Contributions, gifts, grants, etc. payable . . . . . . . . . ........... 13
14 Mortgages and notes payable (attach an Itemized list) . 14
15 Other liabilities (attach an itemized list) 15
16 Total Liabilities (add lines 12 through 15) 16
Fund Balances or Net Assets
17 Total fund balances or net assets
18 Total Liabilities and Fund Balances or Net Assets add lines 16 and 1 .......... 18
19 Have there been any substantial changes in your assets or liabilities since the end of the period O Yes E No
shown above? If "Yes," explain.
Public Charity Status
Part X is designed to classify you as an organization that Is either a private foundation or a public charity. Public charity status is a
more favorable tax status than private foundation status. If you are a private foundation, Part X is designed to further determine
whether you are a private operating foundation. See instuctions.
1 a Are you a private foundation? If "Yes," go to line 1 b. If "No," go to line 5 and proceed as Instructed. If you Il Yes E No
are unsure, see the Instructions.
b As a private foundation, section 508(e) requires special provisions in your organizing document in 0
addition to those that apply to all organizations described in section 501(c)(3). Check the box to confirm
that your organizing document meets this requirement, whether by express provision or by reliance on
operation of state law. Attach a statement that describes specifically where your organizing document
meets this requirement, such as a reference to a particular article or section in your organizing document
or by operation of state law. See the instructions, including Appendix B, for information about the special
provisions that need to be contained in your organizing document. Go to line 2.
2 Are you a private operating foundation? To be a private operating foundation you must engage directly In 0 Yes 0 No
the active conduct of charitable, religious, educational, and similar activities, as opposed to Indirectly
carrying out these activities by providing grants to Individuals or other organizations. If "Yes," go to line 3.
If "No," go to the signature section of Part XI.
3 Have you existed for one or more years? If "Yes," attach financial Information showing that you are a 0 Yes 0 No
private operating foundation; g6 to the signature section of Part XI. If "No," continue to line 4.
4 Have you attached either (1) an affidavit or opinion of counsel, (Including a written affidavit or opinion 0 Yes £ No
from a certified public accountant or accounting firm with expertise regarding this tax law matter), that
sets forth facts concerning your operations and support to demonstrate that you are likely to satisfy the
requirements to be classified as a private operating foundation; or (2) a statement describing your
proposed operations as a private operating foundation?
5 If you answered "No" to line la, indicate the type of public charity status you are requesting by checking one of the choices
below. You may check only one box.
The organization Is not a private foundation because it is:
a 509(a)(1) and 170(b)(1)(A)(i) -a church or a convention or association of churches. Complete and attach Schedule A. ¤
b 509(a)(1) and 170(b)(1)(A)(ID-a school. Complete and attach Schedule B. Il
c 509(a)(1) and 170(b)(1)(A)(iii)-a hospital, a cooperative hospital service organization, or a medical research Il
organization operated in conjunction with a hospital. Complete and attach Schedule C.
d 509(a)(3)ran. organization supporting either one or more organizations described in line 5a through c, f, h, or i or a 0
publicly supported section 501(c)(4), (5), or (6) organization. Complete and attach Schedule D.
Form 1023 (Rev. 12-2017)
Form 1023 (Rev, 12-2017) Name: Pacific Park Conservanc I c. EIN: 82-2 23956 page 11
Public Chari Status Continued
e 509(a)(4) - an organization organized and operated exclusively for testing for public safety. El
f 509(a)(1) and 170(b)(1)(A)(Iv) - an organization operated for the benefit of a college or university that Is owned or Il
operated by a governmental unit.
g 509(a)(1) and 170(b)(1)(A)(Ix) - an agricultural research organization directly engaged In the continuous active 0
conduct of agricultural research In conjunction with a college or university.
h 509(a)(1) and 170(b)(1)(A)(vi) - an organization that receives a substantial part of its financial support in the form @
of contributions from publicly supported organizations, from a governmental unit, or from the general public.
1 509(a)(2) - an organization that normally receives not more than one-third of Its financial support from gross Il
Investment Income and receives more than one4hlrd of Its financial support from contributions, membership
fees, and gross receipts from activities related to Its exempt functions (subject to certain exceptions).
j A publicly supported organization, but unsure If It Is described In Sh or 51. You would like the IRS to decide the O
correct status.
6 If you checked box h, 1, or 1 In question 5 above, and you have been In existence more than 5 years, you must confirm
your public support status. Answer line Ga If you checked box h In line 5 above. Answer line 6b If you checked box I In
line 5 above. If you checked box J In line 5 above, answer both lines 6a and 6b. NOT APPLICABLE - IN EXISTENCE
a (i) Enter 2% of line 8, column (e) on Part IX-A Statement of Revenues and Expenses LESS THAN 5 YEARS-
(ii) Attach a list showing the name and amount contributed by each person, company, or organization whose gifts
totaled more than the 2% amount. If the answer Is "None," state this.
b (i) For each year amounts are Included on lines 1,2, and 9 of Part IX-A Statement of Revenues and Expenses, attach
a list showing the name and amount received from each disquallfied person. If the answer Is «None; state this.
(11) For each year amounts were Included on line 9 of Part IX-A Statement of Revenues and Expenses, attach a list
showing the name of and amount received from each payer, other than a disquallfled person, whose payments
were more than the larger of (1) 1% of Line 10, Part IX-A Statement of Revenues and Expenses, or (2) $5,000. If
the answer Is "None," state this.
7 Did you receive any unusual grants during any of the years shown on Part IX-A Statement of 0 Yes E] No
Revenues and Expenses? If "Yes," attach a list Including the name of the contributor, the date and
amount of the grant, a brief description of the grant, and explain why It Is unusual.
User Fee Information and Si nature
You must include the correct user fee payment with this application. If you do not submit the correct user fee, we will not
process the application and we will return it to you. Your check or money order must be made payable to the United States
Treasury. User fees are subject to change. Check our website at www. irs. gov and type "Exempt Organizations User Fee" in ,
the search box, or call Customer Account Services at 1 -877-829-5500 for current Information.
Enter the amount of the user fee paid: 5600_
I declare under the penalties of perjury that I am authorized to sign this application on bohall of the above organization and that 1 have examined this
application, Including the accompan Ing schedules and attaohmenta, and to the best of my knowledge It la true, correct, and completa
Ashley Cotton 8/1/2018

Please
Sign ) izr.~zl '° 'r to, ee, or other (Type or print name of signer) (Date)
Chairperson and President
Here -
(Typeor print mle or authority of signed
Form 1023 (Rev. 12-2017)

Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 1
Part-L_Line-7'._Authorized Renresentatives
George E. Constantine
Venable LLP
600 Massachusetts Avenue, NW
Washington, DC 20001
Ryan S. Kasdin
Venable LLP
600 Massachusetts Avenue, NW
Washington, DC 20001
George E. Constantine and Ryan S. Kasdin, attorneys ofthe law firm Venable LLP, are
the Authorized Representatives ofthe Pacific Park Conservancy, Inc. ("Conservancy"), as
reflected on the enclosed Form 2848 Power ofAttorney. The Conservancy engaged
Venable LLP to assist in formation matters and may continue to consult with Venable LLP on
legal matters in the future.
The Conservancy may consult periodically with an independent accounting firm and/or
law firm on financial and tax matters.
Page 1 of 26
EIN: 82-2723956
ATTACIIMENT 2
Part IL Line l: Articles of Incorporation
The Conservancy was incorporated on July 31, 2017 as a New York not-for-profit
corporation. A certified copy of the Certificate of Incorporation is attached as Exhibit A.
Page 2 of 26
EIN: 82-2723956
ATTACHMENT 3
Ea-rj II, Line 5: Bylaws
The Conservancy adopted bylaws (the "Bylaws'D by unanimous written consent ofthe
Board ofDirectors on December 15,2017. A copy ofthe Bylaws is attached as Exhibit B.
Page 3 of 26
EIN: 82-2723956
ATTACHMENT 4
PartlY: Narrative Descripltion_of_Activities
The Conservancy was incorporated on July 31, 2017 as a New York not-for-profit
corporation. It is organized and operated to own, plan, program, operate, maintain, secure, and
improve for public recreational and other charitable purposes the publicly accessible open space
located in the Borough of Brooklyn, City and State ofNew York, to be known as"Pacific
Park," being developed as part ofthe Atlantic Yards Land Use Improvement and Civic Project
(the "Project") in accordance with the Modified General Project Plan date June 23,2009, as
amended (the "MGPP"), adopted by the New York State Urban Development Corporation d/b/a
Empire State Development Corporation, an agency ofthe State of New York ("ESDC").
Development and Operation of Pacific Park
The Conservancy's primary activity will be the operation of Pacific Park in furtherance
of charitable purposes. Such activity will include the maintenance of Pacific Park for the benefit
of the public and will require that the Conservancy plant trees, flowers, and shrubs, install and
maintain trash containers, mow the grass, remove litter, and take other actions necessary or
desirable for the maintenance of Pacific Park. The Conservancy will be responsible for
maintenance, operation, and security of Pacific Park in accordance with the standard
promulgated by ESDC in that certain "PC)A Declaration" dated December 19, 2016 and on file
in the Office ofthe City Register of the City ofNew York. Unless and until the Conservancy
employs staff, all work will be performed by volunteers. Pacific Park will be open and available
for general public use and enjoyment seven days a week with reasonable closing hours, security,
and lighting, each in accordance with the MGPP.
Pacific Park will be built in phases, with the developer of each subsequent building parcel
comprising a portion of Pacific Park responsible for delivering its portion of the completed open
space to the Conservancy. It is anticipated that in its early years, the Conservancy may contract
with a third party to perform certain services in the operation of Pacific Park; as the development
ofthe space nears completion, the Conservancy may employ its own staffto perform these
activities.
Once fully developed, Pacific Park will be an eight-acre publicly accessible open area
that will have a variety of both active and passive spaces and planted and paved landscapes. The
Conservancy anticipates that the open area will include the following features: playing courts, a
children's playground, water features, walking paths, a bike path, seating areas, and extensive
landscaping throughout. Additionally, at the option of the New York City Department of
Education ("DOE"), a public school may be constructed adjacent, and with direct access, to the
public space. Finally, to promote the use ofthe public space by the general public, Pacific Park is
designed, and the buildings around the space will be arranged, to promote public access, in each
case, in accordance with the design guidelines adopted by ESDC in consultation with the City of
New York (the "Design Guidelines").
Page 4 of 26
EIN: 82-2723956
The majority of the land that will compose Pacific Park will be granted to the
Conservancy by ESDC on a rolling basis as the developer of each parcel adjacent to Pacific Park
completes its building development and constructs its portion ofthe public space. In addition to
the land deeded by ESDC, the Conservancy's remaining property, less than 10% of the
Conservancy's anticipated property, will be owned as permanent easements donated by ESDC as
the owner of the property adjacent to Pacific Park. The Conservancy will continue to receive
contributions of land until it owns the entire eight-acre public space, a process which is expected
to take up to ten years.
The Conservancy expects that its initial revenue will be provided primarily by the owners
ofthe buildings in the Project-an obligation imposed by ESDC-through the Pacific Park
Owners Association LLC (the "POA"), a property owners association established pursuant to the ~
POA Declaration. In the future, the Conservancy may seek other charitable contributions and
some revenue may also be generated by activities in Pacific Park, although there are no specific
plans to pursue either such revenue source at this time.
Conservancy Board of Directors will include Public Representatives
In accordance with the MGPP, the Conservancy is governed by its Board of Directors
("Board"), which includes representatives of the public, through appointments by the local
Community Boards, and a local governmental department, through an appointment of a non-
voting member ofthe Board by the New York City Department of Parks and Recreation
("DPR"), as well as civic groups active in park matters, to be appointed by ESDC. The
Conservancy's governance was established so as to ensure that the operation of Pacific Park is
for the benefit ofthe general public.
In addition to being governed by the Board, with representation by members ofthe public
and a governmental agency, the Conservancy will be managed in a manner that will ensure that
the space is adequately maintained and operated for the benefit of the general public. In addition
to having a DPR representative on its Board, the initial program and planning for Pacific Park
will be subject to the reasonable approval of ESDC. ESDC established and will retain
jurisdiction over the Design Guidelines for Pacific Park, will oversee its construction in
accordance with the Design Guidelines, and will have approval rights over any material
modifications thereof. Finally, Pacific Park will be operated and maintained consistent with the
practices of the DPR for comparable public parks, as provided under the POA Declaration.
Operation of Pacific Park Furthers Charitable Purposes Under Code Section 501(c)(3)
The operation of a public space like Pacific Park has long been recognized as an activity
in furtherance of charitable exempt purposes under Internal Revenue Code ("Code") section
501(c)(3). As demonstrated in Revenue Ruling 66-358, the Internal Revenue Service ("IRS") has
long maintained that "[elstablishing and maintaining a public park is an activity similar to those
mentioned [in the Income Tax Regulations and] may qualify as charitable." The activities
mentioned included "[t]he erection or maintenance ofpublic buildings, monuments, or works,
the lessening of the burdens of Government, and the promotion of social welfare by
Page 5 of 26
EIN: 82-2723956
organizations designed to accomplish any of these purposes." In the same Revenue Ruling, the
IRS determined that the benefits derived from the operation and maintenance of the park, which
was donated by a founding corporation, "[fllow principally to the general public through access
to and use ofthe park, and its continued operation." Pacific Park will be constituted and operated
in a substantially identical manner and will benefit public rather than private interests through its
operation as a publicly accessible open space in an otherwise developed urban region.
Additionally, should the DOE elect to build a public school, Pacific Park will serve the important
public service ofproviding open space for the physical education of youth.
The IRS determined in Revenue Ruling 78-85 that an organization created by residents of
a city to preserve, beautify, and maintain a public park located in the city qualified for
recognition of exempt status. In considering whether the activity conferred an impermissible
private benefit on owners ofproperty near the park, the IRS explained that the "benefits to be
derived from the organization's activities flow principally to the general public through the
maintenance and improvement ofpublic recreational facilities. Any private benefits derived by
nearby property owners do not lessen the public benefits flowing from the operations ofthe
organization and are only incidental to the accomplishment ofthe exempt purposes of the
organization." Similar to the operation of Pacific Park, the park at issue in Revenue Ruling 78-85
would be maintained through the regular planting oftrees, flowers, and shrubs, maintenance of
the facilities in the park, and litter removal.' Any private benefit from Pacific Park flowing to
nearby property owners will similarly be incidental to the public benefits flowing from the
operation of a needed open, public space in Brooklyn, New York.
Similarly, in Revenue Ruling 70-186, the IRS considered an organization that was
created for the purpose ofpreserving a lake as a public recreational facility and to improve the
conditions ofthe lake's water to enhance its recreational features. The IRS noted that the
organization was engaged in a charitable activity because it was performing services that
conferred a benefit on the public by providing recreational facilities to the residents of the
township and that "it would be impossible for the organization to accomplish its purpose without
providing benefits to the lake front property owners." As such, the IRS determined that the
organization qualified for recognition under Code section 501(c)(3) because the "benefits to be
derived ftom the organization's activities flow principally to the general public through the
maintenance and improvement ofpublic recreational facilities. Any private benefits derived by
the lake front property owners do not lessen the public benefits flowing from the organization's
operations."2
Based on the IRS's analysis of substantially similar park operations in Revenue Rulings
66-358,78-85, and 70-186, any benefits that the Conservancy may confer on the owners of
property adjacent to Pacific Park will be incidental and insubstantial when compared to the
1 See also Revenue Ruling 59-310 (ruling that an organization created to operate and maintain a public beach
qualified for recognition as exempt under Code section 501(c)(3)); and Private Letter Ruling 200532058
(determining that the development and operation of a public ice rink accomplished a charitable mission).
2 Revenue Ruling 70-186.
Page 6 of 26
EIN: 82-2723956
accomplishment ofthe Conservancy's charitable mission. Thus, the Conservancy's activities are
in furtherance of exclusively charitable purposes.
Page 7 of 26
1

EIN: 82-2723956
ATTACHMENT 5
Part-Y. Line-1(a)'.Compensation_ofDirectorsand Qfficers
Directors will not receive any salary for services performed as such. They may, however,
receive reimbursement for expenses reasonably incurred on behalf of the Conservancy, subject to
applicable law and policies.
Name Title Address Compensation

Glinda Andrews Director Brooklyn Community Board 8 None
1291 St. Marks Avenue
Brookl , NY 11213
Alyson Beha Director Empire State Development None
Corporation
633 Third Avenue
New York, NY 10017
John Bowen Director 1 Metrotech Center, 18t Floor None
Brookl , NY 11201
Christina Chao Director 1 Metrotech Center, 181 Floor None
Brookl n, NY 11201
Ashley Cotton Director, L & L MAG None
Chairperson, 594 Dean Street
and President Brookl , NY 11238
Page 8 of 26
,\

EIN: 82-2723956
Jen Kuang Director 1 Metrotech Center, 18th Floor None

Brookl n, NY 11201
Sayar Lonial Director NYU Tandon School of None
Engineering
15 Metro Tech Center, 6th Floor
Brookl n, NY 11201
Martin Maher Director New York City Department of None
(non-voting) Parks and Recreation
The Arsenal.
Central Park
New York, NY 10065
Surna Mandel Director Brooklyn Bridge Park Corporation None
334 Furman Street
Brookl , NY 11201
Josie Mok Director 550 Vanderbilt Avenue, Unit 1009 None
Brookl n, NY 11238
Stephanie Rosenberg Director and 1 Metrotech Center, 18t Floor None
Secretar Brookl , NY 11201
Clifford Schwartz Director and 1 Metrotech Center, 18t Floor None
Treasurer Brookl n, NY 11201
Scott Solish Director 1 Metrotech Center, 18t Floor None
Brookl n, NY 11201
The Conservancy currently has no employees or independent contractors. If and when the
Conservancy hires employees or independent contractors, such employees or independent
contractors will be compensated at fair market value.
Page 9 of 26
EIN: 82-2723956
ATTACHMENT 6
Part V, Line 2(a): Relationships between Directors and Officers
Conservancy directors Bowen, Chao, Kuang, Rosenberg, Schwartz, and Solish are employees of
affiliates ofAtlantic Yards Venture, LLC, one of two members ofthe Conservancy and the lead
developer ofthe Project.
Page 10 0 f 26
EIN: 82-2723956
ATTACHMENT 7
Part V. Line 3: Oualifications and Duties of Directors and Officers
Name: Glinda Andrews

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that Glinda Andrews will work 4 hours on
average per month on Conservancy matters.
Qualifications: Glinda Andrews has over 31 Civil Service years with the City ofNew York.
She currently works at the New York City Department of Finance as
Assistant Director ofEmployee & Labor Relations, and has previously held
positions at Association for the Help ofRetarded Children, Hunter College
and New York City Tax Appeals Tribunal. In addition, Ms. Andrews has
been working part-time with Jamaica Services Program for Older Adults -
Respite Program as a Recreation Therapist for over 13 years. Ms. Andrews
is active with the Brooklyn Community Board 8 (Chair, Parks Committee),
1346 Park Place HDFC (Vice President) and the Bonaparte FamilyNetwork
(Recording Secretary). Ms. Andrews earned a Master's degree in Urban
Studies from Queens College and a Bachelor's degree in Business from
Benedict College.
Duties: Duties as a Director are described in the Bylaws (see Exhibit B). Such
duties include attending meetings of the Board and voting on Board
decisions.
Name: Alyson Beha

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that Alyson Beha will work 4 hours on average
per month on Conservancy matters.
Qualifications: Alyson Beha is Vice President of Real Estate Development & Planning at
ESDC. She manages a portfolio of real estate projects from conception to
financial close, coordinating multidisciplinary teams, community
stakeholders, and state and local agencies to plan and redevelop state-owned
property. Before joining ESDC, Ms. Beha was a Senior Regional Planner
in the Region 2 (New York and New Jersey) office of the U.S. Department
of Housing and Urban Development (HUI)), overseeing the implementation
of resilient infrastructure projects in communities impacted by Hurricane
Sandy. Her portfolio at HUI) included the seven winning Rebuild by
Design projects, collectively receiving $930 million from HUD . Ms . Beha
began her career in urban planning at New Yorkers for Parks, an
independent organization that has been building, protecting, and promoting
parks and open spaces in New York City for more than 100 years. Ms. Beha
has a Master's degree in Urban Planning from New York University
Wagner School of Public Service and a Bachelor's degree from Davidson
College.
Page 11 of 26
EIN: 82-2723956
decisions.
Name: John Bowen

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that John Bowen will work 4 hours on average
Qualifications: John Bowen is the Director of Property Management and Senior Vice
President of Forest City Ratner Companies ("FCRC'D, where he acts as the
liaison between FCRC and all utilities in both development and operations.
Hehas been responsible forFCRC's energy program and createdFCEnergy
Services Company, a New York Industry and Energy Service Company,,
which has generated over $20 Million in net operating income since
inception. Mr. Bowen was involved in the development, construction and
startup ofthe Barclays Arena and the Project and has been actively involved
in every project developed by FCRC since 1992. In 2015, Mr. Bowen took
over responsibility for property management of Forest City's New York
office, retail and residential portfolio while working to transition the
properties into REIT status. He currently serves on the Board of the Real
Estate Board of New York's Commercial Management division. Mr.
Bowen graduated from the maritime academy in 1982 and received a
commission as an Officer in the U.S. Navy Reserve. He sailed as an
engineering officer for seven years in U.S. Merchant Marine where he
honed his operational skills. He joined First New York Partners in 1990 to
oversee engineering and the opening of MetroTech Center in Brooklyn. He
was responsible for coordinating all reliability studies with the design team
as well as having primary responsibility for developing testing and
commissioningprocedures for the primary data facility forNYC and E-911.
decisions.
Name: Christina Chao

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that Christina Chao will work 4 hours on
Qualifications: Christina Chao currently serves as Marketing Director at Greenland US
Holdings Inc. and has been working in New York real estate for
approximately ten years. Ms. Chao is actively involved in community
affairs in the Murray Hill and Kips Bay area ofNew York City and holds a
board member position with the Kips Bay Neighborhood Association. Ms.
Chao is a graduate of Columbia University.
Page 12 of26
EIN: 82-2723956
decisions.
Name: Ashley Cotton

Title: Director, Chairperson and President
Avg. Hrs. Worked: The Conservancy estimates that Ashley Cotton will work 10 hours on
Qualifications: Ashley Cotton is a Managing Director at L&L MAG, a real estate
development company operating in the New York metropolitan area which
brings together purposeful, committed builders to developer real estate
projects that enhance the skyline and streetscapes of the communities in
which they operate. At L&L MAG, Ms. Cotton oversees communication
and marketing. BeforejoiningL &LMAG, Ms. Cotton served as Executive
Vice President for External Affairs and Chief of Staffto the CEO at FCRC,
overseeing all communications, charitable efforts, marketing, and
government and community affairs for the company. In this role, Ms.
Cotton managed public relations for all of the FCRC properties including
the developments projects such as Pacific Park Brooklyn and The Bridge at
Cornell Tech and the company's existing 16.5 million square foot portfolio.
Ms. Cotton was instrumental to the successful opening of Barclays Center,
including producing multiple pre-opening receptions and media events, the
hiring ofhundreds of local arena employees, and overall positioning ofthis
new Brooklyn institution in the surrounding community. Prior to FCRC,
Ms. Cotton served as a Senior Policy Advisor to New York City Mayor
Michael Bloomberg working in the office of the Deputy Mayor for
Economic Development. She also served as a senior aide to now-Governor
Andrew M. Cuomo and on his successful race for Attorney General and in
that government office. A Brooklyn resident, she serves on the board of
BRIC Arts Media, as a trustee ofthe Unity Prep Charter School in Brooklyn,
and on the advisory board of the Fund for Public Housing. She also serves
as the President of the MetroTech Business Improvement District. Ms.
Cotton received her MPA from Columbia University and is a graduate of
Bowdoin College.
Duties: Duties as a Director, Chairperson, and President are described in the Bylaws
(see Exhibit B). Such duties include attending meetings of the Board and
voting on Board decisions.
Name: Jen Kuang

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that Jen Kuang will work 4 hours on average
Qualifications: Jen Kuang is the Design Director working with Greenland USA to develop
Pacific Park. With more than fourteen years' experience in architecture and
real estate development in the New York City area, Ms. Kuang has led
Page 13 of 26
EIN: 82-2723956
several multifunction complex projects. Ms. Kuang is a registered architect

in New York State and a member of American Institute of Architects. She
is also a LEED Accredited Professional. Ms. Kuang holds a Master of
Urban Design Degree from the University of Michigan and a Bachelor of
Architecture Degree from Tsinghua University, Beijing.
decisions.
Name: Sayar Lonial

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that Sayar Lonial will work 4 hours on average
Qualifications: Sayar Lonial is the Executive Director of Marketing & Communications at
the NYU Tandon School of Engineering, in Brooklyn. Previously,
Mr. Lonial served as the Lower Manhattan Development Corporation's
Director of Planning & Development, ensuring community input into the
redevelopment of Lower Manhattan after the September 11, 2001 attacks
and overseeing such initiatives as the rehabilitation and creation of more
than 30 new parks and open spaces in Lower Manhattan and the creation
and preservation of some 3,000 affordable units in Tribeca, Chinatown, and
the Lower East Side. Prior to that he served on the Master Planning team
for Brooklyn Bridge Park. Since 2016, Mr. Lonial has chaired Brooklyn's
Community Board 6, which represents the neighborhoods of Carroll
Gardens, Cobble Hill, Columbia Waterfront, Gowanus, Park Slope, and Red
Hook. Mr. Lonial also serves as an Executive Board Member at the
Brooklyn Chamber of Commerce, Board Member ofthe DUMBO Business
Improvement District, and Board Representative to the Downtown
Brooklyn Partnership.
decisions.
Name: Martin Maher

Title: Director (Non-Voting)
Avg. Hrs. Worked: The Conservancy estimates that Martin Maher will work 4 hours on average
Qualifications: Martin Maher was appointed as the Commissioner of Brooklyn Parks with
the New York City Department of Parks & Recreation in January of
2017. He began his career there in 1984 as an Urban Park Ranger and was
later promoted to mobile Borough Inspector and served as a Beach
Supervisor. He was the Deputy Director of Stadia and Marinas at Shea
Stadium for three years when he left to serve in the Persian Gulf. Upon his
return, Mr. Maher served as Director of Storehouse Operations on Randall's
Island and Director of Special Projects in Brooklyn Operations. He was the
Page 14 of 26
EIN: 82-2723956
manager of Coney Island Beach from 1994 through 1998, implementing

various projects to beautify the iconic beach and improve operations. He
was promoted to Chief of Staff for the Brooklyn Borough Commissioner,
where he served for 18 years, helping to foster over $1 billion in
improvements across the borough. He is the Agency liaison to the
Department of Veteran Affairs and has been the Agency Vexillologist (flag
expert) for over 20 years. Martin is a Revolutionary War historian and a
distinguished Eagle Scout who has been involved with the Boy Scouts of
America for over 46 years He has served as Scoutmaster ofTroop 237 for
over 20 years and has received numerous accolades.
decisions.
Name: Suma Mandel

Title: ~ Director
Avg. Hrs. Worked: The Conservancy estimates that Suma Mandel will work 4 hours on average
Qualifications: Suma Mandel is the General Counsel and Vice President of Strategic
Partnerships of Brooklyn Bridge Park. In that capacity, she oversees the
park's legal affairs as well as its relationships with its not-for-profit partners.
Previously, she worked as an attorney in private practice, specializing in
real estate transactions, developer representation and commercial litigation.
Ms. Mandel is a graduate of Williams College and Columbia Law School.
decisions.
Name: Josie Mok

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that Josie Mok will work 4 hours on average
Qualifications: Ms. Mok most recently served as the Senior Vice President, Financial
Planning and Analysis of Forest City New York, where she oversaw
strategic planning, budgeting and forecasting for Forest City's New York
portfolio, which includes 33 existing office, retail, and residential
properties and future phases at Pacific Park. She coordinated with
development, construction, asset management, legal, finance and
accounting teams to ensure consistency with the company's financial
goals. Ms. Mok specialized in identifying and quantifying short- and
long-terms risks and opportunities in the New York portfolio, and
projecting financial metrics accordingly. She was also responsible for
presenting New York financial results, projections and investment
proposals to the executive leadership team of Forest City Realty Trust.
Ms. Mok left Forest City in the third quarter of 2018 after working at
Page 15 of 26
EIN: 82-2723956
Forest City since 2002 when she joined the company as an asset manager
for the company's New York hotel investments. Prior to joining Forest
City, Ms. Mok worked at Ernst & Young's Hospitality Services Group in
Miami and New York. In this role, she prepared over 20 market studies
for hotel and resort development throughout the U.S., Caribbean, and
Latin America and assisted owners, operators, and lenders with due
diligence for hotel acquisitions, dispositions, and financing. Ms. Mok
graduated with a Bachelor of Science from the School of Hotel
Administration at Cornell University.
decisions.
Name: Stephanie Rosenberg

Title: Director and Secretary
Avg. Hrs. Worked: The Conservancy estimates that Stephanie Rosenberg will work 10 hours
on average per month on Conservancy matters.
Qualifications: Stephanie Rosenberg is General Counsel for the San Francisco office of
Greenland USA, where she is general counsel for the Oyster Point
Development project. She is a real estate transactional attorney with
experience in a wide variety of commercial real matters including
acquisitions, dispositions, leasing, and management of hotels. Ms.
Rosenberg earned her JD from Loyola Law School, Los Angeles, and her
BA from Pitzer College, a Member ofthe Claremont Colleges.
Duties: Duties as a Director and Secretary are described in the Bylaws (see
Exhibit B). Such duties include attending meetings 6fthe Board and voting
on Board decisions.
Name: Clifford Schwartz

Title: Director and Treasurer
Avg. Hrs. Worked: The Conservancy estimates that Clifford Schwartz will work 10 hours on
Qualifications: Clifford Schwartz is Deputy Chief Financial Officer of Greenland USA,
where he oversees the accounting, tax, treasury and information technology
which supports the company's various activities. He has 30 years of
strategic experience in the financial management, accounting, auditing and
operational aspects of real estate companies, including as Treasurer of
Silverstein Properties, Inc., where he worked prior to joining Greenland
USA. Mr. Schwartz earned his MBA in finance from Adelphi University
and his Bachelor's degree in accounting from Brooklyn College.
Duties: Duties as a Director and Treasurer are described in the Bylaws (see
Exhibit B). Such duties include attending meetings of the Board and voting
on Board decisions.
Page 16 of 26
EIN: 82-2723956
Name: Scott Solish

Title: Director
Avg. Hrs. Worked: The Conservancy estimates that Scott Solish will work 4 hours on average
Qualifications: Scott Solish is the Director of Development for Greenland USA. Prior to
joining Greenland, Mr. Solish served as a Vite President of Real Estate
Transaction and Development at the New York City Economic
Development Corporation. In this role, Scott helped lead the development
\
of the Whitney Museum of American Art, the Circa 110 condominium
development on Central Park North, and the redevelopment of Seward Park
in the Lower East Side and Willets Point in Queens. Mr. Solish is a
Brooklyn resident and has a Master's degree in Urban Planning from New
York University and a Bachelor's degree from the University of Wisconsin.
decisions.
Page 17 of 26
EIN: 82-2723956
ATTACHMENT 8
Part-Y-Line#dl: Recording-of Individuaillecisions-Regarding£omnensation

Pursuant to the Conservancy's Bylaws, directors shall not be cgmpensated. At this time,
the Conservancy has no employees or independent contractors, and its officers are not
compensated. However, any future compensation ofthe Conservancy's officers, highest
compensated employees and highest compensated independent contractors will be determined in
accordance with the Conservancy's Compensation Policy, as it may be amended from time to
time. In the course of approving any such compensation, the Conservancy does not plan on
recording individual Board member votes except when a dissenting Board member specifically
requests his or her dissent be reflected in the minutes. This approach is common practice among
nonprofit corporation boards and should not have any impact on the question of whether a
decision regarding compensation was reasonable. The Conservancy will record all actions taken
by the Board and will retain all written comparability data relied on for the purpose of taking
such action. The Conservancy's Compensation Policy is attached as Exhibit C.
Page 18 of 26
EIN: 82-2723956
ATTACHMENT 9
Part-MLinefal:Conflict-of-InterestPolia
The Conservancy adopted a conflict of interest policy (the "Conflict of Interest Policy")
by unanimous written consent ofthe Board of Directors on December 15, 2017. A copy is
attached as Exhibit D.
Page 19 of 26
EIN: 82-2723956
ATTACHMENT 10
Part V Lines 9 a : Leases Contracts Loans or Other A reements with Or anizations
The Conservancy has not entered into any leases, contracts, loans, or other agreements
with any organization in which any ofthe Conservancy's officers or directors are also officers or
directors or in which they own more than a 35% interest. However, although the Conservancy
did not participate in the preparation of the POA Declaration, certain sections ofthe POA
Declaration are applicable to the Conservancy's purposes and operations. In particular, the POA
Declaration mandates funding of the Conservancy by the POA, as well as limited oversight of
the Conservancy including budget approval. The POA is a member o f the Conservancy and is
expected to have one or more directors who are also members of the Conservancy's Board.
As described in Attachment 4, the Conservancy may contract with a third party to

perform certain services in the operation ofPacific Park. The Conservancy will only enter into
such contracts if they are negotiated at arm's length and ensure that the Conservancy will pay no
more than fair market value for the services. To the extent any such potential contractor shares
an officer or director with the Conservancy, or an officer or director of the Conservancy has
more than a 35% interest in such contractor, any engagement will be subject to the
Conservancy's Conflict of Interest Policy.
The Conflict of Interest Policy is attached as Exhibit D.
Page 20 of 26
EIN: 82-2723956
ATTACHMENT 11
Part_YIIL_Line 4(a): Fundrais-intz_Activities
The Conservancy does not undertake fundraising, and it currently has no plans to do so.
In the future, however, the Conservancy may engage in fundraising efforts designed to generate
financial support for the Conservancy, which efforts may include any of the methods identified
in Part VIII, Line 4(a) ofthe IRS Form 1023. Prior to commencing any fundraising activities, the
Conservancy will comply with applicable state and local registration requirements. The
Conservancy does not currently have written contracts with independent contractors to raise
funds on behalf ofthe Conservancy. If in the future the Conservancy engages with any
individuals or organizations to raise funds, it will do so pursuant to written agreements
negotiated at arm's length and with a fair market return ofthe funds raised to the Conservancy.
Page 21 of 26
EIN: 82-2723956
ATTACHMENT 12
PallYZII. Lines 7(alzzls):_Facilities De--elonment-and Management

As described in Attachment 4, Pacific Park will be built in phases with the developer of
each subsequent building parcel responsible for developing a portion ofthe completed open
space, which will eventually comprise Pacific Park. Each developer will be selected by ESDC,
and will develop its respective parcel pursuant to an individual development lease by and
between the developer and ESDC. As described in Attachment 6, Conservancy directors
Bowen, Chao, Kuang, Rosenberg, Schwartz, and Solish are employees of affiliates of Atlantic
Yards Venture, LLC, one oftwo members ofthe Conservancy and the lead developer ofthe
Project. Development of each portion of Pacific Park will be substantially completed prior to its
conveyance to the Conservancy at no cost to the Conservancy.
Additionally, as described in Attachments 4 and 10, it is anticipated that in the early

years of the development of Pacific Park, the Conservancy may contract with a third party to
perform certain services in the operation and maintenance of Pacific Park; as the development of
the space nears completion, the Conservancy may employ its own staffto perform these
activities. Any engagement ofthird party contractors by the Conservancy will be subject to
applicable law and the Conservancy's policies, including its Conflict of Interest Policy, to ensure
that any such engagements are negotiated at arm's length and that such services are provided at
fair market value.
For additional information, please see the Narrative Description in Attachment 4. The
Conflict of Interest Policy is attached as Exhibit D.
Page 22 of 26
EIN: 82-2723956
ATTACHMENT 13
Part VIII Line 10: Intellectual Pro e
The Conservancy will own the rights in its name and any associated logos or acronyms
that it may develop in the future. The Conservancy will retain the intellectual property rights
associated with its website and any publications or other informational and educational items that
it may develop in furtherance of its exempt purposes. Any such materials will be made available
to the general public either for free or at reasonable cost.
Page 23 of 26
EIN: 82-2723956
ATTACHMENT 14
Ea[LYI[L-LiI!Elli.~EEiajELI1211£8§11£Ral[jklli[Ra2
The Conservancy plans to accept contributions of real property and conservation
easements and none ofthe other property types listed in this question. However, the Conservancy
may accept such contributions if so offered. In the event that the Conservancy does accept one or
more contributions of items listed in this question other than real property and conservation
easements, the Conservancy only plans to do so in a manner that is consistent with all applicable
federal, state, municipal and other laws and regulations.
Pursuant to the terms ofthe POA Declaration, easements will apply against each building
parcel developed as part of the Project to allow for full and proper use and operation of Pacific
Park. Specific, perpetual easements will be granted by ESDC following substantial completion
and prior to the conveyance of land to developers and the Conservancy. The easements will
further the Conservancy's exempt purposes and will not include any conditions or restrictions
that would limit the Conservancy's operation of Pacific Park for its intended charitable purposes.
For additional details regarding contributions of real property to the Conservancy, please
see Attachment 4.
Page 24 of 26
EIN: 82-2723956
ATTACHMENT 15
Part_YIM. Line 15: Close Connection
The Conservancy may be considered to have a close connection with the POA. As
described in Attachments 6,10 and 12, the POA is one of two members ofthe Conservancy, is
required to fund the Conservancy, and has limited oversight responsibilities including approval
over the Conservancy's budget. The POA also has the authority to appoint some directors to the
Conservancy's Board. Pursuant to the Conservancy's Bylaws, the POA shall appoint one director
during the development of Pacific Park; upon completion of Pacific Park, the POA shall appoint
seven directors to the Board, which is a majority of the Board's directors. Further, it is expected
that the POA's Board of Directors and the Conservancy's Board of Directors will have some
overlapping members. Based on these facts, the Conservancy may be deemed to have a close
connection with the POA.
Page 25 of 26
EIN: 82-2723956
ATTACHMENT 16
Part IX:-Itemizedl,ists of_Financial,Information
23. Any expense not otherwise classified, such as program services.
From From From From

01/01/18 07/31/17 01/01/19 01/01/20 Total
To To To To
12/31/18 12/31/17 12B1/19 1281/20
Landscaping $36,050 $0 $37,132 $38,245 $111,427
Park Cleaning $30,900 $0 $31,827 $32,782 $95,509
Snow Removal $7,210 $0 $7,426 $7,649 $22,285
Fountain $8,446 $0 $8,699 $8,960 $26,105

Maintenance
Irrigation $2,575 $0 $2,652 $2,732 $7,959
Maintenance
Security $174,857 $0 $180,102 $185,505 $540,464
Supplies $8,446 $0 $8,699 $8,960 $26,105
Repairs and $10,300 $0 $10,609 $10,927 $31,836

Maintenance
Administrative $361 $0 $371 $382 $1,114
Expenses
Additional $8,858 $0 $9,124 $9,397 $27,379
Miscellaneous
Expenses
Total $288,003 $0 $296,641 $305,539
Page 26 of 26
EIN: 82-2723956
EXHIBITS:
EXHIBIT A - Certificate of Incorporation
EXHIBIT B - Bylaws
EXHIBIT C - Compensation Policy
EXHIBIT D - Conflict of Interest Policy
Page 27 of 26
EIN: 82-2723956
EXHIBIT A
CERTIFICATE OF INCORPORATION
EIN: 82-2723956
EXHIBIT B
BYLAWS

Pacific Park Conservancy IRS Filing

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Application for Recognition of Exemption

. 1023 Under Section 501(c)(3) of the Internal Revenue Code

Atlantic Yards Venture, LLC

6 Primary contact (officer, director, trustee, or authorized representative)

b Organization's email: (optional)

Form 1023 (Rev 12-2017)

Form 1023 (Rev. 12-2017)

Your S ecific Activities

Form 1023 (Rev. 12-2017)

1 Gifts, grants, and

value of services generally furnished

directors, and trustees

20 Occupanc (rent, utilities, etc.) -*-

Ashley Cotton 8/1/2018

Form 1023 (Rev. 12-2017)

Part IL Line l: Articles of Incorporation

Ea-rj II, Line 5: Bylaws

PartlY: Narrative Descripltion_of_Activities

Development and Operation of Pacific Park

Conservancy Board of Directors will include Public Representatives

2 Revenue Ruling 70-186.

Pacific Park Conservancy, Inc.

Part-Y. Line-1(a)'.Compensation_ofDirectorsand Qfficers

Name Title Address Compensation

Pacific Park Conservancy, Inc.

Jen Kuang Director 1 Metrotech Center, 18th Floor None

Part V, Line 2(a): Relationships between Directors and Officers

Part V. Line 3: Oualifications and Duties of Directors and Officers

Name: Glinda Andrews

Name: Alyson Beha

Name: John Bowen

Name: Christina Chao

Name: Ashley Cotton

Name: Jen Kuang

several multifunction complex projects. Ms. Kuang is a registered architect

Name: Sayar Lonial

Name: Martin Maher

manager of Coney Island Beach from 1994 through 1998, implementing

Name: Suma Mandel

Name: Josie Mok

Name: Stephanie Rosenberg

Name: Clifford Schwartz

Name: Scott Solish

Part-Y-Line#dl: Recording-of Individuaillecisions-Regarding£omnensation

Part V Lines 9 a : Leases Contracts Loans or Other A reements with Or anizations

As described in Attachment 4, the Conservancy may contract with a third party to

The Conflict of Interest Policy is attached as Exhibit D.

Part_YIIL_Line 4(a): Fundrais-intz_Activities

PallYZII. Lines 7(alzzls):_Facilities De--elonment-and Management

Additionally, as described in Attachments 4 and 10, it is anticipated that in the early

Part VIII Line 10: Intellectual Pro e

Part_YIM. Line 15: Close Connection

Part IX:-Itemizedl,ists of_Financial,Information

23. Any expense not otherwise classified, such as program services.

From From From From

Park Cleaning $30,900 $0 $31,827 $32,782 $95,509

Snow Removal $7,210 $0 $7,426 $7,649 $22,285

Fountain $8,446 $0 $8,699 $8,960 $26,105

Supplies $8,446 $0 $8,699 $8,960 $26,105

Repairs and $10,300 $0 $10,609 $10,927 $31,836

EXHIBIT A - Certificate of Incorporation

EXHIBIT C - Compensation Policy

EXHIBIT D - Conflict of Interest Policy

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