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FILED: KINGS COUNTY CLERK 01/24/2017 07:50 AM

NYSCEF DOC. NO. 112

Exhibit 12

INDEX NO. 514736/2015 RECEIVED NYSCEF: 01/24/2017

From:

"esd.sm.foil" <FOIL@esd.ny.gov>

To:

"'RBaron@cravath.com'" <RBaron@cravath.com>

Cc:

"esd.sm.foil" <FOIL@esd.ny.gov>

Date:

01/17/2017 04:59 PM

Subject:

(#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that ESD continues to review documents responsive to the attached FOI request in accordance with the Freedom of Information Law(Public Officers Law, Section 84 et seq.) (“FOIL”) and its rules concerning access to ESD’s records. ESD will notify you of the status of its review and endeavor to provide you with any responsive documents and/or determination(s) made pursuant to FOIL on or before February 14, 2017.

Thank you.

Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Thursday, December 01, 2016 5:20 PM To: 'RBaron@cravath.com' Cc: esd.sm.foil Subject: FW: (#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that ESD continues to review documents responsive to the attached FOI request in accordance with the Freedom of Information Law(Public Officers Law, Section 84 et seq.) (“FOIL”) and its rules concerning access to ESD’s records. ESD will notify you of the status of its review and endeavor to provide you with any responsive documents and/or determination(s) made pursuant to FOIL on or before January 17, 2017.

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Tuesday, November 01, 2016 5:19 PM To: 'RBaron@cravath.com' Cc: esd.sm.foil Subject: FW: (#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that ESD continues to review documents responsive to the attached FOI request in accordance with the Freedom of Information Law(Public Officers Law, Section 84 et seq.) (“FOIL”) and its rules concerning access to ESD’s records. ESD will notify you of the status of its review and endeavor to provide you with any responsive documents and/or determination(s) made pursuant to FOIL on or before December 1, 2016.

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Monday, October 03, 2016 4:43 PM To: 'RBaron@cravath.com' Cc: esd.sm.foil Subject: FW: (#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that ESD continues to review documents responsive to the attached FOI request in accordance with the Freedom of Information Law(Public Officers Law, Section 84 et seq.) (“FOIL”) and its rules concerning access to ESD’s records. ESD will notify you of the status of its review and endeavor to provide you with any responsive documents and/or determination(s) made pursuant to FOIL on or before November 1, 2016.

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Thursday, September 01, 2016 5:32 PM To: 'RBaron@cravath.com' Cc: esd.sm.foil Subject: FW: (#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that we are still processing the attached FOIL request. We hope to have a response to you on or before October 3, 2016.

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Friday, August 05, 2016 5:04 PM To: 'RBaron@cravath.com' Cc: esd.sm.foil Subject: FW: (#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that we are still processing the attached FOIL request. We hope to have a response to you on or before September 2, 2016

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Friday, July 08, 2016 5:01 PM To: RBaron@cravath.com Cc: esd.sm.foil Subject: FW: (#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that we are still processing the attached FOIL request. We hope to have a response to you on or before August 5, 2016

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Thursday, June 09, 2016 4:56 PM To: 'RBaron@cravath.com' Cc: esd.sm.foil Subject: FW: (#1974 Baron) FOIL Request - Status Update

Dear Mr. Baron,

Please be advised that we are still processing the attached FOIL request. We hope to have a response to you on or before July 8, 2016

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

From: esd.sm.foil Sent: Thursday, May 26, 2016 10:05 AM To: 'Rbaron@carvath.com' Cc: esd.sm.foil; 'jli@cravath.com' Subject: (#1974 Baron) FOIL Request - Acknowledgement

Dear Mr. Baron,

ESD is in receipt of the attached FOIL request seeking access to certain records of the New York State Urban Development Corporation (“UDC”) doing business as Empire State Development.

ESD is considering your request in accordance with the Freedom of Information Law(Public Officers law, Section 84 et seq.) and its rules concerning access to the records of the Corporation. ESD will notify you of the results of its search for responsive documents within ten(10) business days.

Thank you.

Lesley Hall Records Access Officer FOIL@esd.ny.gov

IMPORTANT: This e-mail message and any attachments contain information intended for the exclusive use of the individual(s) or entity to whom it is addressed and may contain information that is proprietary, privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any viewing, copying, disclosure or distribution of this information may be subject to legal restriction or sanction. Please immediately notify the sender by electronic mail or notify the System Administrator by telephone (518)292-5180 or e-mail (administrator@esd.ny.gov) and delete the message. Thank you.

e-mail (administrator@esd.ny.gov) and delete the message. Thank you. BaronBaron FOILFOIL RequestRequest #1974.pdf#1974.pdf

BaronBaron FOILFOIL RequestRequest #1974.pdf#1974.pdf

JOHN W. WHITE EVAN R. CHESLER cR15 F. HEINZELMAN PHILIP A. GELSTON RICHARD W. CLARY JAMES D. COOPER STEPHEN C. GORDON DANIEL C. MOSLEY ROBERT H. BARON KEVIN J. GREHAN C. ALLEN PARKER SUSAN WEBSTER DAVID MERCADO ROWAN D. WILSON CHRISTINE A. VARNEY PETERT. BARBUR SANDRA C. GOLDSTEIN THOMAS G. RAFFERTY MICHAEL S. GOLDMAN RICHARD HALL JULIE A. NORTH ANDREWW. NEEOHAM STEPHEN C. BURNS KEITH R. HUMNEL DAVID]. KAPPOS

CRAVATH,

SWAINE

MOORE

DANIEL SLIFKIN ROBERT I. TOWNSEND, III WILLIAM]. WHELAN, III PHILIP]. BOECKMAN ROGER G. BROOKS WILLIAM V. FOGG FAIZAJ. SAEED RICHARD]. STARK THDMAS E. DUNN MARK I. GREENE DAVID R. MARRIOTT MICHAEL A. PASKIN ANDREWJ. PITTS MICHAELT. REYNOLDS ANTONY C. RYAN GEORGE E. ZOBITZ GEORGE A. STEPHANAKIS DARIN P. MCATEE GARY A. BORNSTEIN TIMOTHY 0. CAMERON KARIN A. DEMASI LIZABETHANN R. CISEN DAVID S. FINKELSTEIN DAVID GREENWALD RACHEL G. SKAISTIS

WORLDWIDE PLAZA

825

NEW YORK,

EIGHTH AVENUE NY 10019-7475

TELEH0NE:

1000

FACSIMILE: + 1-212-474-3700

÷ 1-212-474-

CITY P 0 IN

ONE ROPEMAKER 5TREET

LONDON

EC2Y9HR

TELEPHONE: +44.aO.7453-I000

FACSIMILE:

+44.AO.7860-IINO

WRITERS DIRECT DIAL NUMBER

+1-212-474-1422

WRITERS

EMAIL ADDRESS

rbaronJcravath.com

Freedom of Information Law Request

To Whom It May Concern:

LLP

PAUL H. ZUMBRD

JOHNNY G. SKUMPIJA

J. LEONARD TETI, II

JOEL F. HEROLD

0.

SCOTT BENNETT

ERICW. HILFERS GEORGE F. SCHOEN

TING S. Cl-lEN CHRISTOPHER K. FARGO

ERIK R. TAVZEL CRAIG F. ARCELLA TEENA-ANN V. SAN KOORIKAL ANDREW R. THOMPSON

KENNETH C. HALCOM DAVID M. STUART JONATHAN C. DAVIS

DAMIEN

R. ZOUBEK

AARON

M. GRUBER

LAUREN ANGELILLI

0.

KEITH

HALLAM, III

TATIANA LAPUSHCHIK

OMID H. NASAB

ERIC L. SCHIELE

DAMARIS HERNANDEZ

ALYSSA K. CAPLES

JONATHAN J.

KATZ

JENNIFER S. CONWAY

MINH VAN

KEVIN]. ORSINI MATTHEW MORREALE JOHN 0. BURETTA ]. WESLEY EARN HARDY YDNATAN EVEN BENJAMIN GRUENSTEIN ]DSEPH 0. ZAVAGLIA STEPHEN M. KESSING

LAUREN A. MDSKGWITZ DAVID]. PERKINS

NGO

SPECIAL COUNSEL

SAMUEL C. BUTLER GEORGE]. GILLESPIE, III

OF COUNSEL

MICHAEL C. SCHLER

May 19, 2016

Pursuant to the New York Freedom of Information Law, N.Y. Pub. Off. Law § $4, et seq., I hereby request that you provide me with electronic copies of the following:

1. All records concerning agreements between You and Forest City Ratner Companies, LLC (“Forest City), creating obligations on the part of You or Forest City in connection with the Atlantic Yards Land Use and Improvement and Civic Project (the Atlantic Yards Project), including, but not limited to the Land Acquisition Funding, Property Management and Relocation Agreement.

2. All records concerning any actual or potential reimbursement, payment or advancement by Forest City to You of costs, fees, compensation or any other expenditures related to the Atlantic Yards Project.

3. All records concerning Site 5 of the Atlantic Yards Project (“Site 5).

4. All records concerning the property located at 590 Atlantic Avenue, Brooklyn, New York (the “Property”), including any actual or potential valuation of the Property.

5. All records concerning A.J. Richard & Sons, Inc. (“A.J. Richard).

6. All records concerning the P.C. Richard & Son store located at the Property.

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7. All records concerning any efforts to acquire title or possession of property within Site 5 of the Atlantic Yards Project, including the Property, through condemnation, taking or other means.

8. All records concerning communications between You and Forest City concerning A.J. Richard, Site 5 or the Property.

9. All records concerning the Atlantic Yards Land Use Improvement and Civic Project General Project Plan and any amendments or modifications thereto.

10. All records concerning the Determination and findings by the New York State Urban Development Corporation d/b/a Empire State Development Corporation Pursuant to EDPL Section 204 with Respect to the Atlantic Yards Land Use Improvement and Civic Project, dated December 8, 2006.

11. All records concerning any environmental impact statements prepared in connection with the Atlantic Yards Project.

12. All records concerning any opposition or challenge to the Atlantic Yards Project, including but not limited to comments disputing the findings of any environmental impact study conducted in connection with the Atlantic Yards Project.

Please interpret this request in accordance with the enclosed Definitions and Instructions.

As you know, the freedom of Information Law requires that an agency respond to a request within five business days of receipt of a request, either by making the record available, by denying access in writing giving the reasons for denial or by furnishing a written acknowledgment of receipt of the request and a statement of the approximate date when the request will be granted or denied.

If you believe that any portion of the requested information is exempt from disclosure, please provide a detailed justification, specifically identifying the reasons why a particular exemption is relevant and correlating those claims with the particular part of a withheld document to which they apply.

In the event that some portions of the requested information are properly exempt from disclosure, please redact such portions and produce all remaining segregable non-exempt portions of the requested record. If you contend that information contains non-exempt segments, but those non-exempt segments are so dispersed throughout the record as to make segregation impossible, please state what portion of the document is non-exempt and how the material is dispersed through the document.

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If you do not understand this request or any portion thereof, or if you feel you require clarification of this request or any portion thereof, please contact me so that I may clarify my request.

If the requested records cannot be emailed due to the volume of the records identified in this request, please advise me of the actual cost of copying all records onto a compact disk or other electronic storage medium.

If any portion of this request is denied, please inform me of the reasons for the denial in writing and provide the name, address and email address of the person or body to whom an appeal should be directed.

Records Access Officer Empire State Development 633 3rd Ave. New York, NY 10017 FOILesd.ny.gov

End.: Definitions and Instructions

VIA EMAIL AND FEDEX

Baron

DEFINITIONS

1. The term “A.J. Richard” shall mean A.J. Richard & Sons, Inc., and

any of its present or former parents, subsidiaries, affiliates, divisions, joint ventures or

other related entities, including P.C. Richard & Son, and any of its present and former

officers, directors, employees, attorneys, representatives and agents.

2. The term “Communication” shall mean any transmittal of

information (in the form of facts, ideas, inquiries, photographs, drawings or otherwise),

and a document request for “communications” includes correspondence, telexes,

facsimile transmissions, telecopies, electronic mail (“e-mail”), all attachments and

enclosures thereto, recordings in any medium or oral communications, telephone logs,

message logs, and notes and memoranda concerning written or oral communications, and

any translations thereof. For the avoidance of doubt, “Communication” shall include any

such transmittal of information, whether sent by You, addressed to You, received by You

or otherwise within Your possession or control.

3. The term “Concerning” shall mean relating to, referring to,

describing, evidencing, memorializing, or constituting any subject matter, including

documents relating to, referring to, describing, evidencing, memorializing or constituting

communications regarding that subject matter.

4. The term “Document” is defined to include, by way of example

and not by way of limitation, all of the following: communications (as defined herein),

correspondence, letter, envelope, memoranda, telegram, cable, note, message, e-mail,

voice mail message, report, study, press release, comparison, book, account, check, audio

and video recording, motion picture film, pleading, testimony, article, bulletin, pamphlet,

brochure, magazine, questionnaire, survey, chart, newspaper, calendar, desk calendar,

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pocket calendar, list, log, publication, notice, diagram, instruction, diary, minutes of

meetings, corporate minutes, order, resolution, agenda, memorials or notes of oral

communications, whether by telephone or face-to-face, contract, agreement, drafts of

proposed contract or agreement, memoranda of understanding, letter of intent, deal

memoranda, transcriptions of audio or video recording, electronic device memory,

computer files, distributed databases, unclassified digital objects, photographs, charts,

graphs, microfiche or any other tangible thing on which any handwriting, typing,

printing, photostatic, digital form of communication or information is recorded, stored, or

reproduced, together with all notations or meta-data on, or of, any of the foregoing, all

originals, file copies, or other unique copies or duplications of the foregoing and all

versions of drafts thereof, whether used or not and including “deleted” files on or in a

computer or computer storage device or media whether located on-site or off-site. The

term “Document” includes each copy that is not identical to the original or to any other

copy and any draft of any document or any working paper or draft concerning any

document.

5. The term “You” shall mean the New York State Urban

Development Corporation d/b/a Empire State Development, and any of its divisions,

affiliates or related entities, including Empire State Development Corporation and

Atlantic Yards Community Development Corporation, and present and former officers,

directors, managers, principals, employees, agents, representatives, or any other persons

authorized to or purporting to act on behalf of the foregoing.

6. The terms “Forest City” shall mean Forest City Ratner Companies,

LLC, and any of its present or former parents, subsidiaries, affiliates, divisions, joint

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ventures or other related entities, and any of its present and former officers, directors,

employees, attorneys, representatives and agents. For the avoidance of doubt, the term

“Forest City” shall include Greenland Forest City Partners and any related entities.

7. The term “Record” shall have the meaning ascribed to it in New

York Public Officers Law § 86(4), and shall be construed to the fullest possible extent.

For the avoidance of doubt, the term “Record” shall include communications and

documents, as defined herein.

8. The term “Site 5” shall mean the parcel located west of the primary

Atlantic Yards Project site consisting of two lots, one of which is the Property, and

which, pursuant to the Atlantic Yards Project, is to be redeveloped to include mixed

commercial, retail and residential uses. For the avoidance of any doubt, “Site 5” also

refers to any land, building, development or other subpart of the parcel.

9. To bring within the scope of these FOIL requests (the “Requests”)

all information that might otherwise be construed to be outside of their scope, the

following rules of construction apply: (a) the masculine, feminine or neuter pronoun

shall not exclude other genders; (b) the word “including” shall be read to mean including

without limitation; (c) the present tense shall be construed to include the past tense and

vice versa; (d) references to employees, officers, directors or agents shall include both

current and former employees, officers, directors and agents; (e) the use of the singular

form of any word includes the plural and vice versa; (f) the terms “any,” “all” and “each”

shall be read to mean any, all, each and every; and (g) the connectives “and” and “or”

shall be construed either disjunctively or conjunctively as necessary to bring within the

Requests any information that might otherwise be construed to be outside their scope.

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INSTRUCTIONS

The following instructions apply to each of the Requests and are deemed

to be incorporated in each of them:

1. For purposes of these Requests, terms not specifically defined shall

be given their ordinary meaning.

2. In responding to the Requests, You shall produce all responsive

documents in Your possession, custody or control or in the possession, custody, or

control of Your agents, employees, or other representatives.

3. If any portion of any document is responsive to any Request, the

entire document must be produced.

4. For the purpose of reading, interpreting, or construing the scope of

these Requests, the terms used shall be given their most expansive and inclusive

interpretation.

5. Unless instructed otherwise, each Request shall be construed

independently and not by reference to any other Request for the purpose of limitation or

exclusion.

6. Each requested document shall be produced in its entirety, without

abbreviation or redaction, including all attachments, appendices, exhibits, lists, schedules

or other matters at any time affixed thereto.

7. If any portion of a document is responsive to any Request, the

entire document shall be produced.

8. You must answer each Request separately and fully.

9. You must produce responsive documents as they have been kept in

the ordinary course of business except that you shall organize or label them to correspond

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to the enumerated Requests of this demand. If you cannot locate any documents

responsive to any enumerated Request or any portion of a Request, please so state in

writing.

10. For any responsive documents or communications stored in

electronic format, including e-mail, you will produce those documents or

communications in searchable electronic format (e.g., single-page .tiff format with

corresponding OCR or full-text fields) on CD-ROMs, DVD-ROMS, portable or external

hard drives or other widely used electronic or optical storage media. All Microsoft Excel

and PowerPoint documents will be produced in native format, and A.J. Richard reserves

the right, as needed, to seek production of additional documents, communications, or

categories of documents in native format. All responsive documents and

communications will be produced with sufficient metadata to convey where these items

begin and end (including attachments), the original file name, and the original timestamps

and attributes, including the following metadata fields: “BEGBATES”, “ENDBATES”,

“BEGATTACH”, “ENDATTACH”, “to”, “from”, “cc”, “bcc”, “subject”, “custodian”,

“creation date”, “last modified”, “date sent”, “time sent” and “MD5HASH”.

11. If you withhold any document, or any portion of any document,

under a claim of privilege, immunity or protection, including the attorney-client privilege

or work product doctrine, you shall provide a written privilege log that sets forth (i) the

nature of the privilege, immunity or other protection claimed, (ii) the type of document,

(iii) the subject matter of the document, (iv) the date of the document, (v) such other

information as is sufficient to identify the document for a subpoena duces tecum,

including, where appropriate, the author of the document, the addressee or addressees of

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the document and, where not apparent, the relationship of the author and addressee or

addressees to each other.

12. If you redact information from a document produced in response to

a Request, you shall identify the redaction by stamping the word “Redacted” on the

document at each place where information has been redacted and separately log each

redaction on a written privilege log.

13. You shall produce all documents that cannot be legibly copied in

their original form.

14. If any document requested was, but is no longer, in your

possession, custody, or control, state the subject matter of the document, what disposition

was made of it, and the date or dates on which such disposition was made. Additionally,

produce all documents concerning the disposition of such document or documents.

15. If you are unable to locate any document or category of documents

requested, state all efforts that have been made to locate it and identify any individual

whom you believe is likely to possess any information regarding the document’s

whereabouts.

16. These Requests shall be deemed continuing to the fullest extent

permitted under the law, and to the extent that any documents requested herein are not

available at the time you respond, you shall promptly supplement your response when

such documents become available.

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