Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
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)
City or town, state or country, and ZIP + 4 5 Month the annual accounting period ends (01 - 12)
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
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) 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
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.
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.
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
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACIIMENT 2
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 3
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 4
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").
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
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.
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
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).
Page 6 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
accomplishment ofthe Conservancy's charitable mission. Thus, the Conservancy's activities are
in furtherance of exclusively charitable purposes.
Page 7 of 26
1
ATTACHMENT 5
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.
Page 8 of 26
,\
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 6
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 7
Page 11 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
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.
Page 12 of26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
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.
Page 13 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
Page 14 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
Page 15 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
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.
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.
Page 16 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
Page 17 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 8
Page 18 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 10
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.
Page 20 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 11
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 12
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 13
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 15
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
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
ATTACHMENT 16
Page 26 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
EXHIBITS:
EXHIBIT B - Bylaws
Page 27 of 26
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
EXHIBIT A
CERTIFICATE OF INCORPORATION
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023
EXHIBIT B
BYLAWS