New York Bankers Ass'n v. City of New York (119 F. Supp. 3d 158, 2015)

OPINION AND ORDER

KATHERINE POLK FAILLA, District Judge:

Plaintiff New York Bankers Association, Inc. (“NYBA”) initiated this action on May 26, 2015, seeking (i) a declaratory judgment that City Local Law 38 for the Year 2012, entitled the Responsible Banking Act (the “RBA”), is preempted by federal and state law; and (ii) a permanent injunction prohibiting the operation and implementation of the RBA. Plaintiff now moves for summary judgment on its claims, or, in the alternative, for an order preliminarily enjoining Defendants City of New York (the “City”), the New York Department of Finance-(the “DOF”), and the Community Investment Advisory Board (the “CIAB”) (collectively, “Defendants”) from enforcing the RBA. Simultaneously, Defendants move to dismiss the Complaint on the grounds that the RBA is not preempted and, in the alternative, ask the Court to sever any provisions of the RBA that it deems preempted.

A review of the extensive record in this case confirms that while the animating concerns of the City Council are valid, the means by which it sought to harness banks to redress those concerns intrudes on the province of the federal and state governments. Accordingly, and for the reasons discussed in the remainder of this Opinion, Plaintiffs'motion for summary judgment is granted.

BACKGROUND

The instant litigation is Plaintiffs second challenge to the RBA. As such, the Court assumes a degree of familiarity with its Opinion in New York Bankers Association v. City of New York (“N.Y. Bankers”), No. 13 Civ. 7212(KPF), 2014 WL 4435427 (S.D.N.Y. Sept. 9, 2014). The focus of the Court’s prior opinion was standing, and not the merits of Plaintiffs preemption claims. . For this reason, a more thorough recitation of the underlying facts — including an appropriately comprehensive account of the legislative history — is presented here.

A word about that legislative history is in order: It is lengthy, and marked by an abrupt change in position following the change in mayoral administrations. Broadly speaking, the Bloomberg administration concluded that the RBA was thoughtful but misguided, and, more importantly, preempted by federal and state law; the de Blasio administration concluded that the Act was an appropriate exercise of the City’s discretion vis-á-vis the banks with which it deposited millions of dollars in City funds. The legislative history is contained here, despite, its length, because it illuminates the motivations of the RBA’s sponsors and supporters. In addition, the change in the City’s position is discussed in detail, because that discussion yields contemporaneous insights into the legal issues now raised, by the parties in this litigation.

A. Factual Background

1. The Parties and the City’s Deposit Bank System

Plaintiff NYBA is an association of approximately 140 commercial banks and federal savings associations located in New York State. (PI. 56.1 ¶ 9). NYBA’s members include national banks chartered pursuant to the National Bank Act of 1864 (the “NBA”), ch. 106, 13 Stat. 99 (codified as amended in scattered sections of Titles 12, 19, and 31 of the United States Code); federal savings associations chartered pursuant to the Home Owners’ Loan Act of 1933 (the “HOLA”), Pub.L. No. 73-43, 48 Stat. 128 (codified as amended at 12 U.S.C. §§ 1461-1470); and commercial and thrift depository institutions chartered pursuant to the New York Banking Law (the “NYBL”). (Id.). Fifteen NYBA members serve as depositories for City funds. (Id. at ¶ 8).

The New York City Banking Commission (the “Banking Commission”) was created in 1873 under the City Charter. (PI. 56.1 ¶ 1). The members of the Banking Commission include the Mayor of the City (the “Mayor”), the City. Comptroller (the “Comptroller”), and the Commissioner of the DOF. (Id. at ¶2). Among other things, the Banking Commission is responsible for designating which banks and savings associations may hold the City’s funds. (Id. at ¶ 3; see also N.Y.C. Charter § 1524(1) (“[The Banking Commission] designate^] the banks or trust companies in which all moneys of the city' shall be deposited, and may ... from time to time change' the banks and trust companies thus designated.”)). Only financial institutions that are designated as “Deposit Banks” by the Banking Commission may hold City funds. (PI. 56.1 ¶ 4);

To become a Deposit Bank, an institution must submit an application that includes audited financial statements, historical financial information, an overview of the current managerial structure, its most recent federal Community Reinvestment Act (“CRA”) rating, and' other detailed information. (PI. 56.1 ¶ 13). In addition, an institution must have a physical presence in the City. (Id.). As of May 2015, there were 21 Deposit Banks, 15 of which were NYBA members. (Id. at ¶ 6).

2. The RBA’s Introduction and Evolution

a. The November 23, 2010 Hearing

In the wake of the 2008 financial crisis, the New York City Council (the “City Council”) Committee on Finance (the “Finance Committee”) convened a hearing on November 23, 2010 (the “November 23 Hearing”), in order “to examine the process used by the Banking Commission when selecting the [City’s] depository banks.” (PI. 56.1 ¶ 10). Domenic M. Recchia, Jr., then Chair of the Finance Committee, declared at the outset that

[t]he Finance Committee will focus on a general overview of the Banking Commission with an emphasis on the Banking Commission’s relying on Banks[’] Community Réinvestment Act activity when determining which banks are eligible to be the depository of [] City funds— In light of the current fiscal and housing crisis, the Finance Committee wants to make sure that banks hand[l]ing the City’s money are doing all they can to ■ address the needs of the communities in which they serve while still ensuring that the City’s money is safe and that the City is provided with the best available interest rate on its money. The hearing today will seek to gain an understanding of the ... Banking Commission and its process for selecting depositories with an emphasis-on the Banking Commission’s reliance on the banks’ commitment to providing services and programs that address the needs of the community in which [they do] business.

(Id. at ¶ 11).

Treasurer 'of the City of New York, Elaine Kloss, testified at the-November 23 Hearing on behalf of the then-Commissioner of the DOF, David M. Frankel. (PI. 56.1 ¶ 12). Treasurer Kloss explained that

the [Banking] Commission reviews and approves or denies applications it receives from banks or trust companies to become New York City designated [Deposit Banks]...-. A bank or trust company must apply to become a New'York City [Deposit Bank] by submitting a formal application to the [Banking] Commission. The application includes audited financial statements, historical financial information, current managerial structure, the bank’s most recent Federal Community Reinvestment Act rating, and other detailed information. To be approved as a [Deposit Bank], a bank or trust company must have a physical presence in the City of New York. The Commission reviews the application and votes to approve or deny the financial institution as a New York City [Deposit Bank]. .

(Id. at ¶ 13). Treasurer Kloss further testified that the Banking Commission “is not a regulatory body” and “is not a regulator.” (Id. at ¶ 14).

Recalling his opening statements, Chairman Recchia asked Treasurer Kloss whether the City Comptroller’s annual survey of City bank accounts sought information such as “what work [Deposit Banks] do in the community, how many loans they give out to small businesses] ... [and] how many mortgages they have modified.” • (PI. 56.1 ¶ 15). Treasurer Kloss replied, “No I don’t believe they do that.” (Id. at ¶16). Chairman Recchia explained that

the CRA issue is really troubling to me and I think to many other Council Members [be]cause we would like to [address] other issues. You know, the credit counseling and foreclosure prevention services, loan modifications, [whether banks are] providing affordable products, you know, to small consumers, smaller loans.... [T]hese are certain things that we think that the Banking Commission could do and should be doing.

(Id. at ¶ 17). City Council Member Lewis A. Fidler added that he wanted to “know what efforts the [Banking] Commission makes to review and to in effect use the enormous power of [the] City as a depository to force banks or to pressure banks into being more cooperative with [the federal Home Affordable Modification Program].” (Id. at ¶ 18).

After hearing testimony from a City resident concerning his problems with obtaining loan modification, Chairman Recchia informed the resident that

[w]e heard what you’re saying. This is why we’re having this hearing. We are trying to address these — we are going to address these to try to help all these people. This is an issue that we can no longer just sit back and let it go: That’s why we’re having this. We’re trying to be creative and finding ways that we could bring banks to the table, bring them out to the forefront to say now it’s time to start modifying these loans, stop playing games, let’s help those people that want to be helped, that could be helped, and we’re trying to be creative.

(PI. 56.1 ¶ 19).

b. The Bill Is Introduced Before the City Council

Following the November 23 Hearing, Introductory Number 485 (“Intro 485”) was introduced before the City Council on February 16, 2011. (PI. 56.1 ¶ 21). Intro 485 provided, in relevant part:

The commissioner of finance, in consultation with agency heads, shall by rule establish criteria by which to evaluate whether banks are meaningfully addressing the credit and financial needs of the city and the communities throughout the city in which such banks do business. Such criteria shall, at a minimum, include banks’ efforts at the local level by New York City census tract to: (1) address the key credit and financial services needs of small businesses; (2) work with borrowers to restructure delinquent home mortgage loans for which they are responsible; (3) develop and offer financial services and products that are most needed by low and moderate income individuals and communities throughout the city and provide physical branches; (4) provide funding, including construction and permanent loans and investments, for affordable housing and economic development projects in low and moderate income communities; (5) work with governmental entities and communities to address serious problems concerning the maintenance and condition of buildings financed by the institution; (6) partner in the community development efforts of the city; and (7) develop a strategic plan that details how the bank will meet the credit needs of low- and moderate-income consumers and communities for each of the above criteria and make progress in meeting the goals set forth in that plan. For each of these criteria, the commissioner should consider the annual number and dollar amount of loans, investments and services offered by each bank.

The commissioner shall, after holding a public hearing at which [Deposit Banks] and the public are given an opportunity to be heard, classify such banks according to such criteria and publish notice of such classification on the department’s website and in the City Record. At the time such notice is published, the commissioner shall submit to the Council and to the banking commission, and post on the [DOF]’s website a report containing the following: (i) a. detailed description of how the classification of each bank was determined; (ii) the role played in such determination by each of the criteria contained in the commissioner’s rules and the commissioner’s evaluation of each individual criterion; and . (iii) the role played by public, comments submitted to the [DOF] in connection with the hearing. At least thirty (30) days prior to the hearing, the commissioner shall publish all supporting materials submitted by such banks (including but not limited to data, reports, and strategic plans, if any) on the department’s website. The failure of a bank to provide information requested by the commissioner for the purposes of this subdivision shall be grounds for the commissioner to lower' the classification of the bank, and any such failure shall be detailed in the commissioner’s report to the Council and the banking commission. When choosing among banks offering comparable services at a comparable cost, city agencies may, in a manner consistent with law and -guidelines established by the commissioner of finance; seek to deposit or invest funds at, and obtain services from, the available banks that have received the highest classification.

(PL 56.1 ¶ 22).

c. The March 7, 2011 Hearing

On March 7, 2011, the Finance Committee and the City Council’s- Committee on Community Development held a joint hearing -to consider Intro 485 (the “March 7 Hearing”). (Pl. 56.1 ¶23). Chairman Recchia again presided, and summarized the progress of both the bill and its animating policy goals:

As a result of the [November 23 Hearing], the committees learned that the current members of the Banking Commission ... did not have a process in place to ensure that the [Deposit Banks] were meeting the needs of the communities in which they do business.

So today, the Finance Committee and the Community Development Committee will consider Intro 485, which would require the [DOF], which is the administrative arm of the Banking Commission, to establish a classification system that would rank the community service involvement of banks that have been chosen to hold the City’s funds....

Such classifications would be made publicly and would be made available to the public so the taxpayers of New York can see what these banks are doing for our communities. Not that the banks say they’re doing this or they’re doing that. We want to know exactly what they’re doing. You know, how many loans are they modifying in a year, how many small business loans they’re giving out, how they’re helping the local businesses stay in business and stay in our communities.

(PL 56.1 ¶ 24).

Albert Vann, Chairman of the Committee on Community Development and a cosponsor of Intro 485, explicitly linked the City’s financial relationship with its deposit banks to the realization of those policy goals. Specifically, he noted that the City deposits

more than $6 billion into various [Deposit Banks]. As a depositor of that scale, it is crucial that our city incentivize and support responsible banking that is beneficial to New York. I believe that [the RBA] is certain to provide long-term benefits for both city residents and communities while strengthening and rebuilding traditional community development partnerships with banks.

(PI. 56.1 ¶ 25).

In contrast, Treasurer Kloss testified at the March 7 Hearing on behalf - of the Commissioner of the DOF, in order “to explain the Administration’s opposition to Intro 485, which would require the creation of a new classification system for banks/’ (PI. 56.1 ¶ 26). Specifically, Treasurer Kloss testified that:

While the bill has very good intentions, we must object to it because the [DOF], like any city agency, may only make its procurement decisions objectively, and based on very specific product and service requirements.

Moreover, we are concerned that the bill may lead to confusion among consumers and businesses who may believe that the [DOF] is regulating banks and assessing their performance, when in fact banks are regulated by federal and state' authorities with respect to the matters covered by the criteria found in Intro 485.

(PI. 56.1 ¶ 27).

During this first hearing on Intro 485, Treasurer Kloss raised the issue of whether the proposed legislation was preempted by federal and state law. To that end, Treasurer Kloss explained the DOF’s “primary concerns with this bill,” which stemmed from preemption concerns: -

The first relates to the provision that the [DOF] and other -city agencies may take the classifications into accotmt when procuring bank-related services. When the City procures a bank service, just as it does when it procures- any service, its goal is to purchase the best service at the best price, which is good for: both the [C]ity and for taxpayers. To do this, it procures services through an objective method. We believe that this is the right approach. When procuring banking services, the City focuses and should continue to focus solely on the financial safety and soundness of each bank, its banking capabilities and its pricing... .

Second, as you all know] the banking industry is already very heavily regulated by the' state and federal governments. Indeed, the federal government has already passed a law that requires rating banks[’] community reinvestment activities. The requirements of this law aré similar to what the Council seeks to do in Intro 485. Our concern is that if this 'bill is passed, it might confuse, rather than help, because it'is not clear how these classifications would coordinate with federal arid state regulations: Finally, if the [DOF] were to issue bank classifications, it would give the public and businesses the impression that the City of New York oversees and regulates banks. It does not —

In addition, the Corporation Counsel’s office has legal concerns about the bill. In general, local governments are- restricted when they try to regulate national and state-chartered banks’ core banking activities, such as the extension of consumer mortgage credit and refinancing. State law also limits our authority to consider policy matters when making purchasing decisions.

(PI. 56.1 ¶ 28).

In response to these concerns, Chairman Vann asked Treasurer Kloss:

[D]on’t you think it’s better to have more information than less information? I think we all agree with the primary responsibilities of. the Banking Commission and we want all of the banks to be profitable and all of that. But don’t we also want them to serve the community, the financial needs of communities, particularly the communities that are having these stresses right now in terms of [their] small businesses not being able to sustain themselves? [A] lot of homeowners are losing their homes because of lack of support from our banks by modifying their loans and so forth. Shouldn’t we have that information as residents and bankers within New York City? Shouldn’t we just have the information?

(PI. 56.1 ¶ 29). Treasurer Kloss reiterated her concern about-the message such an information-gathering exercise by the City would send: “If we ask for that information, it will appear as though .the city is governing banks. We do not regulate banks. We’re preempted by federal and state law.” (Id. at ¶ 30). Putting a finer point on it, .Treasurer Kloss stated the DOF’s position that “this bill is preempted by federal and state law.” (Id.).

Chairman Vann disputed the DOF’s assessment, stating:

There’s nothing here that preempts. There’s nothing here that requires. It boggles my mind to think that we would not want to provide information that might be helpful because [of the way] it may appear; the appearance of something you see as being detrimental— I know that I would not legislate or refuse to legislate because [of the way] something may appear, when something in fact would be a positive[,] and supportive of New York and those of us who require our banks to be supportive of stabilizing our community. Just as we bailed out the banks through public dollars and now we can’t even find out from these banks what they’re doing in our communities, when they used our tax dollars to become whole.

(PL 56.1 ¶ 33).

Chairman Recchia echoed Chairman Vann, asking Treasurer Kloss, “what is wrong with a bank ..: be[ing] rewarded because they’re doing a lot in our community? ... Could you tell me what’s wrong with that?” (PL 56.1 1134). Treasurer Kloss explained that, while she thought the “intention [was] well taken,” “the city has very complicated banking processes [that] ... only a handful of banks ... can handle.... If we lose one of those banks[,] and [it is] not allowed to participate because we’ve excluded [it] due to some rating, that’s-a hazard to our operation.” (Id. at ¶ 35). Chairman Recchia was unmoved by these logistical concerns, announcing to Treasurer Kloss and those in attendance that:

It’s time that banks step up to the plate and help the people of the City of New York. This City Council is no longer going to sit back and let banks get[] millions of dollars in deposits and let the Banking Commission just sit back and do nothing. I have a problem with that.

(PL 56.1 ¶ 36).

The Finance Committee and the Committee on Community Development also heard testimony on March 7 from Wendy Takahisa, the Director of the New York State Banking Department’s (the “NYSBD”) Community Reinvestment division. (PI. 56.1 ¶ 40). Ms. Takahisa made clear that the NYSBD

supported] the idea that when choosing among banks offering comparable services at a comparable cost, city agencies should, in a manner consistent with law and established guidelines, seek to deposit or invest funds at and obtain services from the available banks that have received the highest classification in meeting! ] the needs of the communities in which they operate.

(Id. at ¶ 41). However, Takahisa “strongly urge[d] the City Council to consider an alternative method to achieve this worthy objective.” (Id.). While the NYSBD “applauded] the legislative intent to encourage banks to lend more, invest more and provide more services in New York City,” it “believe[d] this goal can be achieved by using the existing CRA ratings, allowing the city to increase accountability for banks without using additional government resources or increasing the regulatory burden on banks.” (Id. at ¶ 42).

Ms. Takahisa also submitted written testimony on behalf of the NYSBD, again invoking preemption concerns. In this testimony, Ms. Takahisa noted that “New York is one of only seven jurisdictions in the country that has a state or local CRA statute,” and that the State “attempts] to conduct the CRA examinations concurrently with [its] federal counterparts to maximize consistency in the examination process and ratings.” (PL 56.1 ¶ 43). Ms. Takahi-sa went on to explain that these “CRA examinations are quite intensive”:

We look at performance over the span of several years, which gives us a clearer picture of whether community investment is trending upward or downward. At the largest banks, a CRA examination generally involves hundreds of staff hours. Even at the smallest banks, CRA examinations usually involve two weeks of on-site examination, in addition to time spent reviewing data off-site, both in preparation for the examination and in writing the evaluation. In contrast, this amendment would ask the commissioner to judge a bank’s performance based on a public hearing and a snapshot review of data already included in CRA evaluations. Reviewing and analyzing this material would require significant resources ... and would impose an additional regulatory burden on banks, particularly the smaller banks, unfairly placing them at a disadvantage.

{Id. at ¶ 44).

City Council members, aware of federal and state regulatory regimes, expressed concern that those regimes did not go far enough in obtaining information or influencing bank conduct, thereby necessitating action by the City. Council Member Brad Lander, for one, inquired into the granularity of federal and state CRA examinations. When Ms. Takahisa testified that the federal and state CRA examinations “go down generally to the count[ ]y level,” and “look at Brooklyn, Bronx, [and] Manhattan separately,” Mr. Lander expressed dissatisfaction: ‘We need to get a lot more detail than that,” because “there is a whole set of neighborhood issues in our communities ... we need a local law that helps us really meet the community credit needs of our neighborhoods, not just our counties.” (Pl. 56.1 ¶ 47).

d. The April 30, 2012 Hearing and the Amended Bill

Intro 485 was amended following the March 7 Hearing, and, on April 30, 2012, the Committee on Finance held another hearing (the “April 30 Hearing”) to vote on the amended Intro 485 (“Intro 485-A”). (PI. 56.1 ¶¶ 50-51). At the April 30 Hearing, Chairman Recchia expressed his support for the bill, echoing Council Member Lander’s previously stated views that “state and federal CRA ratings actually provide very little meaningful information regarding a bank’s community level of services.” (Id. at ¶ 52). Chairman Vann, cosponsor of the bill, expressed hope that the RBA would “encourage the banks that receive city deposits to become more responsive and more accountable to New York City communities,” and “ultimately achieve our goal of holding banks that receive city funds more responsible to the city and to our communities within the city.” (Id. at ¶ 59).

Notably, Intro 485-A established a Community Investment Advisory Board (the “CIAB”), consisting of eight members. (PI. 56.1 ¶ 53). The CIAB was established “to assess the needs of all of our communities for banking services and to evaluate how well those needs are being met.” (Id. at ¶ 54). Its members were to include representatives on all sides of issues identified by the City Council, including organizations involved in community development, small business, and city banking. See Local Law No. 38 Int. No. 485-A (“LL 38”), sec. 1, subdiv. 2 (2012).

The Bloomberg administration remained opposed, citing preemption' and competence issues. In this vein, DOF Commissioner Frankel submitted a statement of opposition to Intro 485-A “to share [the DOF]’s continued opposition to th[e] bill and [the DOF’s] heightened concerns about the unwarranted regulatory intervention this bill proposes”:

This bill, by creating a new entity and empowering that entity with the responsibility not only to evaluate banks but also the needs of the City’s communities, is ill-conceived, overreaching, and far too costly.

Fundamentally, the Banking Commission and the [DOF]’s role regarding the City’s depository banks is to ensure that taxpayer money is deposited in banks that can best provide the safety and security of those deposits and the services the City needs. This bill effectively anoints the [DOF] a banking regulator. However, neither [the DOF] nor any other City entity has the expertise, resources or legal authority to step into the much broader role contemplated by this legislation. This- is not surprising since bank regülation should be and currently is a matter of primarily national interest and secondarily state interest. Interposing yet another level of regulation at a municipal level threatens not only the overarching federal scheme but practically places the City at a competitive disadvantage to retain private banking functions and the tax revenues and jobs that come with them....

Intro 485-A completely overhauls the mandated responsibilities of the [DOF] with respect to the operations of the Banking Commission and the designation of the City’s depository banks. The bill seeks to create an additional bureaucratic entity, a community investment advisory board, charged with conducting a biennial community level “needs” assessment. The board would also issue an annual report that evaluates if and .how well NYC designated banks meet the needs of the City’s numerous communities. The Banking Commission would, consider the findings in the report when it considers the applications of banks to hold City funds and to do business with the City.

We recognize and support the need for all communities to be sufficiently serviced by banks. However, this is already a function of the federal and state governments. For example, the federal Community Reinvestment Act (CRÁ) ratings system requires banks to report their activities at the community level for evaluation of whether the needs of communities are met. ■ These ratings are . done by professional staff skilled, in the process with years of experience. On the other hand, the ... Banking Commission exists primarily to protect City money deposited at those regulated banks, not to regulate those banks, The Banking Commission considers the federal CRA ratings and related State ratings in reviewing a bank[’]s designation or re-designation application. However, the paramount consideration for the Banking Commission is to ensure that the City’s money is safe and that the banks will continue to provide their procured bank services to City agencies. Additionally, the bill requires the [CIAB] to delve into the processes by which banks conduct their business and essentially impose best-practices upon the banking industry. Our federal and state governments do not impose" best practices on private businesses but instead ensure consumer protection through law or regulation. Therefore this bill not only encroaches upon the authority of higher levels of government but of private businesses as well.... The enactment of Intro 485-A might also create confusion by giving the public and businesses the impression that the City of New York oversees, regulates and evaluates banks. It does not and should not. People could misinterpret the annual bank reports to mean that one bank has a stronger financial condition than another. In reality, however, there are many other government agencies,-like the U.S. Office of the Comptroller of the Currency, the FDIC, the Board of Governors of the Federal Reserve System and the newly created Consumer Financial Protection Bureau[,] plus the New York State Department of Financial Services, that have the authority, obligation and developed expertise to regulate these banks and their activities. It is preferable that people seek guidance from these regulatory agencies for evaluation of bank financial stability and performance. .

Finally, but significantly, the Law Department has expressed concerns that the bill is preempted under state and federal law, and unlawfully impinges on the powers of the Mayor and Banking Commission....

More importantly, we do not believe that this bill supports the fundamental purpose of the Banking Commission, which is to limit City deposits to institutions that are best equipped to secure taxpayer money while offering competitive pricing and services. Given the extensive regulatory scheme already in place, dedicating scarce City'dollars to this effort would not be in the best interests of City taxpayers.

(PI. 56.1 ¶ 60).

3. The RBA’s Passage and Dormancy Under Mayor Bloomberg

a. The RBA Passes over the Mayor’s Veto

The dispute between the mayor and the City Council over the RBA came to a head in May 2012. At a May 15 City Council meeting (the “May 15 Meeting”), the City Council voted on Intro 485TA. (PI. 56.1 ¶ 63). Before the vote, Chairman Vann reiterated the concerns that had remained constant since the original'introduction of the bill: . ,

We should know the banks that are providing credit to small businesses^] we need to know who they are. If they are financing affordable housing, we need to know that, and if they are modifying mortgages to keep our constituents in their homes, we need to know that. To do nothing is [to] support[ ] irresponsible banking behavior and we’ve seen many examples of that in the past few years. Today we are taking an affirmative step to ensure, encourage and support responsible banking in our city.

(Id. at ¶ 64). Providing his perspective on the intra-govemmental debate over whether the RBA was intended to “regulate” banks, Chairman Vann added: “Our bill does not regulate banks; it simply creates transparency which ... 99% of the time is in the best interest of our society and indeed our city.” (Def. 56.1 Response ¶ 64). The City Council passed Intro 485-A by a vote of 44 to 4. (PL 56.1 ¶ 65).

On May 30, 2012, Mayor Bloomberg vetoed Intro 485-A. (PI. 56.1 ¶ 66). He explained that Intro 485-A was “a misguided attempt to influence ... banks ... by overlaying extensive existing federal and State bank regulation with yet another layer of City regulation.” (Id. at ¶ 67). He went on to echo the complaints of the bill’s opponents:

The bill extends beyond the City’s competence and legal authority and risks reducing the number of banks who are willing or able to do business with the City....

Importantly, neither the [DOF] nor any other agency within the City government currently has any expertise in the complex kind of evaluations, articulation of “best practices” for banks and bank supervision activities contemplated by the bill.

In short, this bill adds an onerous and unnecessary third tier of regulatory oversight in an already heavily regulated area....

Moreover, State and federal laws preempt the City from regulating State and national banks in this manner. Introductory Number 485-A serves no proprietary purpose but instead imper-missibly uses the City’s power to designate banks and deposit funds in order to pressure bank's into adopting certain practices with respect to core banking matters such as lending to small businesses, addressing the credit needs of customers, handling foreclosure proceedings, and providing funding for housing. The bill also interferes with regulatory regimes established elsewhere in federal and State law, and gives the Board an improper measure of oversight over banks by authorizing the Board to obtain and examine bank records beyond those required by existing government regulators.... Creating a new third tier of analysis on banks’ community investment and service efforts by yet another review board at the municipal level — outside of the City’s expertise — is duplicative and a waste of taxpayer resources.

(Id.).

On June 28, 2012, the City Council overrode Mayor Bloomberg’s veto and enacted Intro 485-A as Local Law 38 of 2012, by a vote of 46 to 5. (PL 56.1 ¶ 68). Prior to the City Council’s vote, then-Speaker Christine Quinn offered her support of the bill:

This bill is going to help us know which of those banks are doing the right things for small businesses, which of those banks are doing the right thing as it relates for homeowners. It’s also through the [CIAB] that got added to the bill going to ... allow us to actually create a benchmark, if you will, for what is the state of banking in our neighborhoods and what do we need to improve it. It is an incredibly important piece of legislation to make sure that community voices are part of the banking process.

(PL 56.1 ¶69 (Plaintiffs emphases omitted)).

Chairman Vann further added that:

This override which you are about to do ..., it really enacts the strongest local community reinvestment law in the nar tion. Th[e] [RBA] emphasizes transparency and encourages community reinvestment. Unlike the Mayor’s protests, we do not require banks to do anything. What we do is focus on transparency. And unless you identify transparency as being a requirement, definitely it does not require, but it does shed the light, it does have involvement, it does let everybody in the city of New York know what’s going on, and it does create an advisory board and the banks are represented on that board. What they will do is ... assess what’s happening in your neighborhoods around the city in terms of what their banking needs are.

It will determine if the banks where we give the taxpayers’ money are, in fact, addressing those needs. This is very important, very significant, and I’m glad I have an opportunity to work to get this done. And again, Mr. Mayor, despite your protests, banks are not going to run away from New York City. I don’t know of anyone who runs away from money, least of all banks, so I don’t think we have to worry about that.

(PL 56.1 ¶ 70 (Plaintiffs emphases omitted)).

The June 28, 2012 Fiscal Impact Statement for Intro 485-A stated that Intro 485-A “will have no impact on City tax revenue”; instead, the estimated expenditures for fiscal year 2013 associated with Intro 485-A were estimated at $551,025. (PL 56.1 ¶¶ 71-72).

b. The Structure of the RBA as Passed

The RBA has several components. Principally, the RBA establishes the CIAB, comprised of eight members: (i) the Mayor or his designee; (ii) the Comptroller or his designee; (iii) the Council Speaker (the “Speaker”) or her designee; (iv) the Commissioner of the Department of Housing Preservation and Development; (v) the Commissioner of the DOF; (vi) a member of a community-based organization “whose principal purpose is community and/or economic development, or consumer protection” designated by the Speaker; (vii) a representative of an organization or association that represents small business owners designated by the Speaker; and (viii) a representative of the City banking industry designated by the Mayor. LL 38 sec. 1, subdiv. 2.

The CIAB, in ten, has three primary functions. First, it is tasked with completing a written assessment of the “credit, financial and banking services needs throughout the City with a particular emphasis on low and moderate income individuals and communities” (the “Needs Assessment”). LL 38 sec. 1, subdiv. 1(a). To achieve this goal, the CIAB must (i) convene “at least one public hearing in each borough of the city”; (ii) “aecept[], review[ ], and consider[ ] public comments which describe the nature and extent of such needs”; and (iii) consider certain data and information pertaining to the City’s Deposit Banks. Id. The first Needs Assessment was to have been published on the DOF’s website no later than March 1, 2014. Id.

To complete the Needs Assessment, the CIAB is specifically tasked with collecting information at the “census tract level” relating to each deposit bank’s efforts to: (i) address the “key credit and financial services needs of small businesses”; (ii) develop and offer financial services and products that are “most needed by low and moderate income individuals and communities throughout the city,” as well as to provide physical branches; (iii) provide funding for “affordable housing and economic development projects in low and moderate income communities”; (iv) address “serious material and health and safety deficiencies” in foreclosed and bank-owned properties; (v) “conduct consumer outreach, settlement conferences, and similar actions relating to mortgage assistance and foreclosure prevention,” and provide information at the “community district level” to the CIAB regarding those efforts; (vi) “partner in the community development efforts of the city”; (vii). “positively impact ... the city” through activities such as “philanthropic work and charitable giving”; and (viii) “plan for and articulate how the bank will respond to the credit, financial and banking services needs” identified in the Needs Assessment. LL 38 sec. 1, subdiv. 3. This information was to have been published on the DOF’s website on or around March 1, 2013, and no later than March 1, 2014. Id. at sec. 1, subdiv. 5. Significantly, the RBA required any such publication to “specifically identify any [Deposit Bank]’s failure to provide information requested in writing "by the [CIAB].” Id.

Second, the CIAB must use the information it gathers to “establish benchmarks, best practices, and recommendations for meeting the needs identified” in the Needs Assessment. LL 38 sec. 1, subdiv. 1(a).

Third, the CIAB must compile and publish a report of its findings (the “CIAB Report” or the “Annual Report”). The first such report was to have been published on the DOF website and transmitted to the Banking Commission by March 1, 2015, and each March 1 thereafter. LL 38 sec. 1, subdiv. 1(b).

The CIAB Report must (i) evaluate how each Deposit Bank performed “relative to the benchmarks and best practices” established by the CIAB; (ii) identify “areas of improvement from past evaluations” as well as “areas where improvement is necessary” by the Deposit Banks in relation to the CIAB’s “benchmarks and best practices”; (iii) “specifically identify] any [Deposit Bank]’s failure to provide information requested in writing by” the CIAB; (iv) summarize any written comments submitted to the CIAB, and the role of those comments; and (v) “summarize[ ], in tabular format, the data collected” from the Deposit Banks, “to the extent not deemed confidential or proprietary by the bank,” at the' “community district, borough, and citywide levels of aggregation.” LL 38 sec. 1, subdiv. 1(b). Lastly, the RBA provides that the Banking Commission “may ... consider! ]” the CIAB Report when evaluating whether to designate or de-des-ignate an institution as a Deposit Bank. Id.

c. The Delay in Convening the CIAB

Having failed in his effort to veto the RBA, Mayor Bloomberg delayed its implementation by declining to appoint any individuals to the CIAB. (See PI. 56.1 ¶ 73). Those appointments were to have been made by ho later than August 27,2012, but were not made. See LL 38 sec. 1, subdiv. 2. On May 29, 2013, Speaker Quinn wrote to Mayor Bloomberg to ask him to complete his appointments to the CIAB. (PL 56.1 ¶74). Deputy Mayor Robert Steel responded to Speaker Quinn’s letter by reiterating that the Mayor, believed the RBA served no proprietary purpose, and was preempted by state and federal law. (Id. at ¶ 75). Accordingly, he rioted, May- or Bloomberg did “not intend to make the appointments] provided for in Local Law 38.” (Id.).

4. The Election of Mayor de Blasio, the Change in Position, and the Ascendancy of the RBA

a. The DOF Issues Requests for Information and Proposals

On Novémber 3, 2013, Bill de Blasio was elected as the Mayor of the City. (Pl. 56.1 ¶ 78). On December 24, 2013, shortly before his inauguration, the DOF issued a Request for Information (the “RFI”) seeking information from vendors to help the CIAB. implement the RBA and collect information from Deposit Banks. (Id. at ¶79). The RFI stated that,“[t]he first CIAB annual report must be provided to the Banking. Commission .,. and published on [the DOF]’s website along with collected bank data.” (Id. at ¶81). It also posed questions to potential data collection vendors, including, “How would you collect data from 25 Designated Banks and coordinate with [the DOF] and the CIAB?” and “How will you safeguard proprietary] information?” (Def. 56.1 Response ¶82).

The RFI indicated the CIAB’s intent to collect “proprietary or. confidential information” down to “the census tract level.” (PL 56.1 ¶ 83). It noted, however, that any information posted on the DOF’s website would be “summarized at thé community, borough and citywide levels of aggregation,” and would not include information relating to any bank’s plan to address the credit, financial, and banking services needs of the City identified in the Needs Assessment, insofar as deemed proprietary or confidential by the producing banks. (Def. 56.1 Response ¶ 83). • '

Several months later, on July 21, 2014, the DOF issued a Request for Proposals (the “RFP”), in which it sought bids from vendors to help the CIAB implement the RBA and to set a schedule for collecting information from the Deposit Banks. (Pl. 56.1 ¶ 87). The RFP echoed- the RFI’s assertion that the City will “collect ... data at the census tract level,” which may include data that is “proprietary or confidential.” (Id. at ¶ 88). Additionally, ■ the RFP "noted that the data would also include “relevant information ... from publicly available sources[.]” (Def. 56.1 Response ¶ 88).

b. The Remaining CIAB Members Are Appointed

A further logjam was broken after the change in administration, when the re-riiaining CIAB members were appointed. The CIAB currently comprises Tracey Gardner (representing the Commissioner of Housing Preservation and. Development), Jeffrey Shear (representing the Commissioner for the DOF), Blondel Pin-nock (appointed by Mayor de Blasio), Tanisha Edwards (appointed by the City Council Speaker), Peter Hatch (representing Mayor .de Blasio), Brian Cook (appointed by the City Comptroller), Christopher Kui (appointed by the .City Council Speaker), and BernelJ Grier (the representative of community development, housing, and consumer protection organizations). (PL 56.1 ¶ 97). As it happens, two members of the CIAB, Hatch and Cook, also hold positions as two of the three members of the City Banking Commission. (Id, at ¶¶ 93-95).

c. The City Hires an RBA Consultant

In September 2014, the City selected Econsult to implement the RBA, and formally contracted with Econsult to provide services in November 2014. (PL 56.1 ¶ 98). Econsult intends to collect and to analyze data regarding Deposit Banks, to “produce a ranking of [Deposit Banks] in key banking categories related to the topics delineated in the [RBA],” and to “narrate how each [Deposit Bank] is meeting the needs identified” by -the CIAB. (Id. at ¶ 99). It will focus on “business lending and home mortgage lending— in moderate income neighborhoods.” (Id. at ¶ 100).

On December 18, 2014, Treasurer Kloss — now reflecting the views of an administration that supports the RBA — notified the City’s Deposit Banks that the DOF “has engaged the services of Econ-sult Solutions, Inc. to assist the CIAB with the preparation of the biennial banking needs assessment and annual report. In the coming weeks Michaei Geffrard from LGR Group, LLC, which is a subcontractor of Econsult Solutions, Inc.[,] will contact you to request bank data in connection with [the RBA].” (Pl. 56.1 ¶ 101).

d. The CIAB Holds Public Meetings

On January 13, 2015, the CIAB held a public meeting and announced its plan to publish' the first Needs Assessment on April 9, 2015, and the first Annual Report on November 9, 2015. (PI. 56.1 ¶ 102). At the January 13, 2015 hearing, City subcontractor Michael Geffrard stated that Econ-sult will “solicit ... information” from the City’s Deposit Banks “about how they can do things differently and better.” (Id. at ¶ 103). Lee Huang, the Senior Vice President and Principal of Econsult, also stated that the City’s Deposit Banks would “need to respond to some of our findings and recommendations.” (Id. at ¶ 104), Both Geffrard and Huang emphasized that, despite anticipated collection efforts from individual Deposit Banks, much of the data they.intended to analyze was already publicly available. • (Def. 56.1 . Response ¶¶ 103-04).

Since its organizational meeting, the CIAB has held five public hearings, one in each borough. (PI. 56.1 ¶ 106). The Association for Neighborhood and Housing Development, Inc. (“ANHD”), which is not an agency of the City, advertised these meetings in a February 5, 2015 email, which stated that: “The RBA lets the city use the power of [its] money to hold banks accountable to better meet the needs of our local communities. Th[e] RBA gives us a powerful tool to hold banks accountable and reward the best local bank reinvestment practices.” (Id.; see also Def. 56.1 Response ¶ 107 (noting' that the ANHD is not a City agency)).

i. The CIAB’s Brooklyn Hearing

On February 9, 2015, the CIAB held the public hearing for the Borough of Brooklyn (the “Brooklyn Hearing”). (PL 56.1 ¶ 108). At the Brooklyn Hearing, Treasurer Kloss testified that the purpose of the Brooklyn Hearing was for the CIAB “to hear from the public how New York City designated banks are meeting their local credit, financial, and banking needs throughout the city with special emphasis on low and moderate income individuals.” (Id. at ¶ 109).

At the Brooklyn Hearing, Jamie Weis-berg testified on behalf of the ANHD. (PL 56.1 ¶ 110), Ms. Weisberg testified that the RBA “lets us use the power of our money to hold banks accountable.” (Id. at ¶ 111). She also testified that banks “need to support small businesses with banking services,” and that “not. nearly enough money is being dedicated to neighborhood based community organizations.” (Id.)

City Council Member Darlene Mealy testified at the Brooklyn Hearing. She testified that her goals included “to make sure that the banks in our neighborhood do give 'back to the • community” because “we know the history of redlining.” (PI. 56.1 ¶ 112). Ms. Mealy further remarked:

I’m looking forward to start working with banks in our neighborhood to make sure that they give back to the community in regards to maybe home equity lines of credit, credit cards — If people don’t have credit, you’ve got to start thinking about people coming back from incarceration. Let’s try to get them credit cards of $200 to get them back into the community. So I’m looking forward to working with these banks and to make sure that everyone gets a fair share. And I had told my community if this conversation does not work with the banks and the community, then I’m asking them to .take their money out of these banks in our neighborhood [that are] not being fair and giving back to the community.

(Id. at ¶ 118).

At the Brooklyn Hearing, Clifford Ro-senthal, who had previously worked at the Consumer Financial Protection Bureau, testified in support of the RBA and thanked the CIAB “for going beyond what [the] CRA does.....It’s really very encouraging.” (PI. 56.1 ¶ 115).

ii.The CIAB’s Staten Island Hearing

On February 10, 2015, the CIAB held the public hearing for the Borough of Staten Island (the “Staten Island Hearing”). (PI. 56.1 ¶ 116). Ms. Weisberg testified again, noting that “we need banks making responsible loans.... People need access to banks, access to mainstream financial institutions, and also to products that meet their needs.” (Id. at ¶ 118). Ms. Weis-berg concluded by testifying that “it’s really important that banks are acting responsibly. We know what happens when they don’t. So thank you.” (Id. at ¶ 119).

The only other individual to testify at the Staten Island Hearing was City Council Member Deborah Rose. (PI. 56.1 ¶ 120). Ms. Rose testified that “we must address the locations-of banks in my district,” and posed the question, “if banks are not giving loans to the community then what is happening to the money that residents are depositing? The money should be flowing back into the community.” (Id. at ¶ 122). She further opined that “[p]eople who have proof of their credit worthiness and have funds should be able to buy a home and shouldn’t ... fall prey to predatory lenders.” (Id. at ¶ 123)

iii.The CIAB’s Bronx Hearing

On February 12, 2015, the CIAB held the public hearing for the Borough of the Bronx (the “Bronx Hearing”). (Pl. 56.1 ¶ 124). Jim Buckley, an employee of the University Neighborhood Housing Program, testified at the Bronx Hearing that “the importance of the Federal Community Reinvestment Act cannot be emphasized in the return of bank investment to so many communities. The RBA is a positive and logical next step for the City to take in order to make banks more accountable.” (Id. at ¶ 125).

iv.The CIAB’s Manhattan Hearing

At the final public hearing, held in Manhattan on February 18, 2015, Blondel Pin-nock, a CIAB member, stated:

I don’t think you need to be vague about stating the name of the banks that you’re dealing with and the issues that ■you may be encountering. Because that’s the only way that the Committee can make recommendations. And remember, these- banks hold deposits for the City of New York. And if they’re not giving back and doing what they’re supposed to do, we need to know that. So don’t feel ashamed or afraid about saying the name of the bank that you’re banking — or that you’re encountering issues with.

(PL 56.1 ¶ 126; see also Def. 56.1 Response ¶ 126).

e. The City Funds the “Responsible Banking” Pamphlet

During the CIAB’s organizational meeting, and later at the meetings held in the five Boroughs, ANHD handed out a pamphlet, funded in part by the City, describing the RBA as an attempt to make “banks invest. responsibly’ and “to encourage banks seeking to hold city deposits to be more accountable to low-and moderate-income New Yorkers.” (Pl. 56.1 ¶ 127). ANHD’s pamphlet encouraged attendees at public hearings to ask, inter alia, whether banks: “provide the services you need and can afford”; have “bank employees [that] speak your language”; “help people become homeowners by offering loans and supporting first-time home buyer programs”; “make grants to community organizations”; ensure there are “enough jobs for people in your neighborhood”; and “offer services and make loans to small businesses.” (See id. at ¶ 128; Def. 56.1 Response ¶ 128). ANHD advertises that its pamphlet was funded by the “New York City Department of Cultural Affairs in partnership with the City Council.” (PL 56.1 ¶ 129).

f. The CIAB Holds a Needs Assessment Hearing and Sends the Deposit Banks a Re-Designation Notice

On April 1, 2015, the CIAB held a hearing to preview the Needs Assessment. (PL 56.1 ¶ 130). There, members confirmed that “[t]he interpretation of what [the Needs Assessment] means from a policy standpoint ... will really intensify as we look at the second half of this exercise, which is how are the individual designated banks doing relative to the citywide averages, relative to the needs that have been expressed in the assessment.” (Id, at ¶ 131). Dan Miles of Econsult also stated that the CIAB would “make some direct requests ... of the banks for information that is only partially publicly available.” (Id. at ¶ 132; Def. 56.1 Response ¶ 132). Mr. Miles indicated that, through an “iterative" process/’ the CIAB will be requesting information 'relating to, among other things, bank “economic development efforts, foreclosed properties, and outreach efforts,” and asking Deposit Banks “to verify the data [it] ha[s] on them.” (Pl. 56.1 ¶ 132).

On February 2, 2015, the Deposit Banks were sent a “2015 re-designation notice” and a list of the documentation required for-designation. (PL 56.1 ¶ 133).

g.The City Releases Its Needs Assessment

On April 30, 2015, the CIAB released its Needs Assessment. (PL 56.1 ¶ 135). The Needs Assessment announced- its purpose as that of “impacting] public policy and improving] private lending behavior to address the gaps in access and resources that [it] identified.” (Id. at ¶ 136). It further stated that “this Needs Assessment report and the Annual Report that will follow represent an important first for NYC: a comprehensive assessment of banking activities.” (Id. at ¶ 137). As part of. its effort to “improve private lending behavior,” the Needs Assessment evaluated City banks based on the number of home loans, small business loans, and branch locations to see whether they were serving “the needs of ... low-income neighborhoods and other potentially vulnerable communities.” (Id. at ¶ 138).

The Needs ALSsessment stated that, to prepare the forthcoming Annual Report, the CIAB will be conducting an “examination of [Deposit Banks].” (PL 56.1 ¶ 141). The Needs Assessment stated that the “examination” would involve a “specific exploration of individual [Deposit Banks’] performance in meeting the banking needs of NYC residents and businesses.” (Id. at ¶ 142). The process would involve gathering information about “what each [Deposit Bank] is doing to serve low-income communities in NYC, identifying] areas of improvement, and ranking] the [Deposit Banks] based on their performance in the previous year.” (Id. at ¶ 143). In conducting its “examination,” the CIAB would be “interfacing]” with Deposit Banks as “part of the preparation of the Annual Report” to gather data about each bank’s “policies, programs, and performance.” (Id. at ¶ 144). The Annual. Report was intended to “directly and decisively comment- on the lending performance or un-deiiying motivations of individual banks or groups of banks as it relates-to any disparities across communities throughout NYC.” (Id. at ¶ 145).

The Needs Assessment noted particular categories as to which it was believed the CIAB would need to collect information not available under the Federal CRA, including: depository banks at the census tract level, multi-family loan portfolios, mortgage loan modifications, servicing of distressed mortgages, foreclosure prevention initiatives, and financial products follow to moderate-income residents. (Pl. 56.1 ¶ 146). The Needs Assessment also noted that the CIAB

did not have access to many key pieces of information used by banks to make lending decisions on individual applications, such as credit score, debt load, wealth level, or loan-to-value ratio. As such, it is not able to directly and decisively comment on the lending performance or underlying motivations of individual banks or groups of banks as it relates to any disparities across communities throughout NYC.

(Id. at ¶ 147).

Similarly, the Needs Assessment noted that the CIAB “[did] not have access to some of the key variables that détermine whether or not a borrower is offered a home loan and the type of loan that the individual receives' (prime vs. subprime). These variables included credit score, debt-to-income ratio, wealth, and other measures.” ' (PL 56.1 ¶ 148). To that end, the Needs Assessment stated that “the Annual Report will explore further which [Deposit Banks] are making home loans in which NYC communities.” (Id. at ¶ 149). It also noted that “the forthcoming Annual Report will evaluate each [Deposit Bank’s] performance in making loans to small businesses” as well as “where [Deposit Banks] are making business loans.” (Pl. 56.1 ¶ 151; see also id. at ¶ 152 (“[t]he forthcoming Annual Report will review the bank branch locations of each [Deposit Bank]”)).

A large number of the Needs Assessment’s areas of focus related to low-to moderate-income residents. For example, it noted that: (i) the “strict requirements used by the Bank Chex System to evaluate credit worthiness, including credit history, ..prevents] many low and moderate-income residents from being qualified by banks to open an account”; (ii) “[m]any deem the bank fees -for basic account services to be too high for low and moderate income NYC residents”; (iii) “[blank locations closest to unserved or underserved neighborhoods are traditionally clustered along commercial corridors,” and “the scarcity of these bank branches has led to congestion, long wait times and poor quality service”; and (iv) “[t]here was concern that low-income borrowers lack access to home mortgage loans.” (PI. 56.1 ¶¶ 154-58). Other areas of focus included “irresponsible lending,” “predatory lending,” “support for small businesses,” “low levels of investments in community based organizations,” and “product development” (including, for example, offering credit cards with low-level credit lines). (Id. at ¶¶ 159-63).

h. The CIAB Requests Information from Deposit Banks

On May 13, 2015, the CIAB' sent an “introductory letter” to the City’s Deposit Banks “for the purpose of requesting specific bank data in connection with the RBA reporting act requirements.” (PI. 56.1 ¶ 164). The letter was sent to the individual at each Deposit Bank responsible for maintaining the bank’s depository relationship with the City. (Id. at ¶ 165). It recited that the CIAB had collected “preliminary data ... from public sources relating to branch location, home lending and business loans,” and asked the Deposit Bank recipients to “review the data ... and confirm that it is correct,” because “[t]his information will appear in the annual report.” (Id. at ¶ 166). The CIAB’s letter also asked Deposit Banks to provide information on “each [Deposit] Bank’s efforts to” address each of the eight categories set forth in the RBA that sought to gauge whether the Deposit Banks were meaningfully addressing the credit and financial needs of the City and its constituent communities. (PI. 56.1 ¶ 167; see also LL 38 sec. 1, subdiv. 3(a)-(h)).

i. The Costs of Compliance for Deposit Banks

The topics on which the CIAB seeks information, including the number of “foreclosure actions,” “loan modifications,” and the number of loans “at least sixty days delinquent,” can reflect the financial health of a Deposit Bank. (PI. 56.1 ¶ 189). Plaintiff advises, and Defendants do not seriously dispute, that much of the information sought by the CIAB from the Deposit B