REQUEST FOR PROPOSALS

FOR INDEPENDENT COMPLIANCE MONITOR SERVICES

PREAMBLE
In connection with the development of a sports arena that will be the future home
of the New Jersey Nets (“Arena”) and the construction of a residential, office and
retail mixed use development to be known as Atlantic Yards (“Project”) in
downtown Brooklyn, Forest City Ratner Companies, through its affiliates
Brooklyn Arena, LLC and Atlantic Yards Development Company, LLC (the
“Developer”), executed a history making Community Bene fits Agreement (the
“Agreement”) with a coalition of eight (8) community based organizations. The
Coalition consists of:

• All Faith Council of Brooklyn (AFCB),

• Associations of Community Organizations for Reform Now (ACORN),
• Brooklyn United for Innovative Local Development (BUILD),
• Downtown Brooklyn Neighborhood Alliance (DBNA), Downtown Brooklyn
Educational Consortium (DBEC),
• First Atlantic Terminal Housing Committee (FATHC), n/k/a/ Brooklyn
Endeavor Experience, Inc. (BEE, Inc.)
• New York State Association of Minority Contractors (NYSAMC) and
• Public Housing Communities (PHC)

The Coalition and the Developers established a working group known as the
Executive Committee, comprised of representatives from the Coalition members
and the Developers. Each of the Coalition Members is responsible for creating a
Governing council in charge of a particular area or initiative assigned to the each
Coalition member under the CBA.

As stated in the CBA, the term of the Agreement commences on the date of
execution and continue until either (i) the Developers abandon their efforts to
acquire or lease from the Metropolitan Transportation Authority and to obtain a
rezoning of the Project site for large-scale development, or (ii) thirty (30) years
from commencement of construction of the first residential building to be
constructed by Project Developer or its Affiliates at the Project.

PART I PROCUREMENT INFORMATION

A. The Executive Committee for the Community Benefits Agreement of the

Brooklyn Atlantic Yards Project (CBA) will accept Proposals from Firms
interested in providing Independent Compliance Monitoring services in
connection with the implementation of the CBA for a contract term of two years
from the date of execution of a final contract. Such term shall be cancellable for
 cause by the Executive Committee and the Executive Committee shall have the
option to extend the contract term in its sole discretion upon terms to be agreed
upon.
B. Such Independent Compliance Monitor (“ICM”) shall be selected and hired by
the Executive Committee, at an annual payment of up to $100,000 to be paid by
the Project Developer, and shall be responsible for oversight of the Project
Developer’s, Arena Developer’s and Coalition members’ obligations under this
Agreement, investigation of any complaints brought against the Developers or a
Coalition member regarding implementation of this Agreement.

C. Interested firms should submit nine (9) copies of their proposals in the format
described below to:
CBA Executive Committee
C/O The Darman Group, Inc.
Att: Hallene B. Condon
1425 Central Ave.
Far Rockaway, New York11691

D. All questions regarding the CBA and/or this RFP should be forwarded in writing
to Hallene B. Condon at Hallene@thedarmangroup.com.
E. The Executive Committee reserves the right to reject any or all proposals and to
select the firm which in its judgment, best meets the needs of the CBA
implementation process.
F. The selection process contemplated by this request for proposals will result in the
selection of a firm to monitor and analyze the work of the Executive Committee
and each of its members with regard to the implementation of the CBA.
G. Proposals shall be deemed incomplete if they lack any one or more of the
following components, as detailed further in Part III:
a. Description of Firm & Qualifications
b. Plan of Action
c. Client References

H. Upon selection of the firm the Executive Committee will enter into a written
contract with the firm memorializing the terms of this RFP. The contract will
become effective upon Developer securing all approvals necessary to commence
the Project.
PART II COMPLIANCE REVIEW OBJECTIVES AND SCOPE OF WORK

Task I
The ICM should establish a clear understanding of the scope, schedule, intricacies
and programmatic goals of each phase of the project as set forth in the CBA, a
copy of which is attached hereto and made a part hereof.

Task II
The ICM shall meet with each of the Executive Committee members to clearly
define such member’s individual areas of responsibility as prescribed in the CBA,
including with respect to its Governing Council. The ICM will also analyze and
measure how these areas of responsib ility or lack of fulfillment of such
obligations will impact the goals and objectives of the CBA.

Task III
The ICM shall meet with the Executive Committee members to clearly define
such members’ obligations and responsibilities, as prescribed in the CBA, as a
whole toward the effective implementation of the entire CBA. The ICM shall
develop quantitative and qualitative measurements of such compliance with the
goals outlined in the CBA and evaluate the adherence to the time-lines for the
completion of the goals set forth in therein.

Task IV
ICM shall analyze all the initiatives and obligations that are set forth in the CBA
and develop a strategy which clearly defines and measures whether compliance
objectives set forth in the CBA are being achieved. The ICM shall develop a
format for reporting on compliance with the CBA and its initiatives and establish
a frequency for such reports.

Task V
The ICM shall deliver 10 copies of all reports to the Executive Committee and 2
copies to the Downtown Brooklyn Advisory and Oversight Committee (DBAOC).

The execution of all of the above tasks may run concurrently.

PART III INFORMATION TO BE INCLUDED IN THE PROPOSAL
In order to facilitate the evaluation of the proposals, it is requested that the
required information be arranged in the following format:
SECTION I – DESCRIPTION OF FIRM AND QUALIFICATIONS
This section will account for forty percent (40%) of the basis of evaluation.

STAFF TECHNICAL QUALIFICATIONS

1. Identify and describe in detail each of the individuals that will be assigned
to this project including their experience in compliance reviews. Indicate
the percentage of time the senior person(s) will be on-site.
2. Describe the relevant educational background of each individual to be
assigned to the review. This should include volunteer work, seminars and
courses attended within the past five years which are relevant to this
assignment.
3. Describe in detail the experience of assigned individuals in community
benefits programs, activities, and related functions.
4. Describe any specialized skills, training, or background in public and
private sector compliance initiatives by assigned individuals.
5. Describe in detail how you have previously developed quantitative and
qualitative measurements and strategies for use in other assignments and
state whether previous compliance review objectives were achieved.
6. Organization Chart for the firm as well as an organization chart for the
team that will be directly responsible for this assignment.

7. In keeping with the overall goals of the CBA to maximize opportunities

for MWBE firms and diversity, include a current description of your
firm’s efforts in this area. Identify and describe in detail each of the
individuals that will be assigned to this project including their experience
in compliance reviews. Indicate the percentage of time the senior
person(s) will be on-site.

Also please fill-out "Attachment - A " the Ethnic and Gender form for
your firm.
 COMPLIANCE REVIEW ORGANIZATION/LOCAL OFFICE
TECHNICAL QUALIFICATIONS
1. State whether your organization is national, regional, or local. Describe
the organization, size, and structure of your firm.
2. Indicate the number of people by level that will handle the review.
Indicate which other reviews this staff will be working on concurrently.
State your policy on notification of changes in key personnel. Also,
indicate the overall supervision to be exercised over the review team by
the firm's management
3. Provide a list of current and prior compliance review clients indicating the
type(s) of services performed and the number of years served for each.
Indicate your experience in auditing programs or compliance reviews
which are similar in size and/or complexity to the Atlantic Yards CBA, if
any. List all of your organization certifications and documented industry
recognized accolades in relationship with compliance reviews and/or
audits.
4. Indicate the local office's experience in providing additional services to
private clients by listing the name of each client, the type(s) of services
performed, and the year(s) of engagement.

SECTION II – PLAN OF ACTION

This section will account for fifty five percent (55%) of the basis of evaluation.
Respondents should provide in their proposal a descriptive action plan detailing how they
propose to go about performing each of the tasks identified in PART II COMPLIANCE
REVIEW OBJECTIVES AND SCOPE OF WORK and description of their prior
experience in developing qualitative and quantitative measures and strategies will serve
them in performing these tasks. This should be accompanied by
Financial proposal, in a lump sum bid format, Schedule for completion of the
each the tasks within the action plan. Respondents should also include sample
reports and/or reporting forms that will become part of the ICM Report.

SECTION III - CLIENT REFERENCE AND BACKGROUND CHECK

This section will account for five percent (5%) of the basis of evaluation.
1. List the names, addresses, and phone numbers of three current and three former
compliance review client references. Include any documented industry
recognized accolades that relate to compliance reviews and/or audits.
2. Respondents are advised that Background Checks will be conducted on those
individuals and/or firms that are “short listed” for final consideration.
SECTION IV - OTHER INFORMATION
Include any other information which may be helpful to the Executive Committee in
evaluating your firm's qualifications, including peer reviews within the past three years
and any disciplinary action received within the past three years. Also, describe any
regulatory action taken by any oversight body against the proposing review organization
or local office.

SECTION V - NO COMPENSATION FOR PREPARATION OF PROPOSAL

SUBMISSIONS

Any company responding to this RFP shall bear or assume any financial obligations or
liabilities regarding the preparation of any proposals in response to this RFP. This will
include any submissions, statements, reports, data, information, materials or other
documents or items.

Proposals must be submitted no later than April 25, 2007 at 5 pm. Late proposals will
not be considered. Proposals must be enclosed in a sealed envelope, and received by the
Procurement Manager (The Darman Group, Inc.) by the due date. It is the Respondent’s
responsibility to allow for any delays such as: post office delays, weather, traffic,
parking, etc. and to assure that the proposal is properly addressed and delivered to the
Procurement Manager.
 Request for Proposal
For Independent Compliance Monitor Services

Attachme nt – A: Ethnic and Gender Status

Definitions of Group Codes:

Group Group Group

Code Name Definition
01 Black Persons having origins from any of the Black African racial groups

02 Hispanic Persons of Mexican, Puerto Rican, Dominican, Cuban, Central or

South American descent of either Indian or Hispanic origin, regardless
of race.

03 Asian-Pacific Persons having origins from the Far East, Southeast Asia or the Pacific
Islands.

04 Asian- Indian Persons having origins from the Indian subcontinent.

05 Native American Persons having origins in any of the original peoples of North America.

06 Non-Minority Persons whose culture or origin is other than those defined above.

Identify the individuals that will be assigned to this project.

Name Position Group Gender
1 []M[]F
2 []M[]F
3 []M[]F
4 []M[]F
5 []M[]F
6 []M[]F
7 []M[]F
8 []M[]F
9 []M[]F
10 []M[]F
11 []M[]F
12 []M[]F