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Supporting Documentation · Nov 10, 2024

Draft_October 2025_West Orange_HEFSP_with Appendices

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EXHIBIT A FORM OF FINANCIAL AGREEMENT

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8/3/17 Financial Agreement By and Between The Township of West Orange and GP Ashland Housing, L.L.C. 1

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8/3/17 FINANCIAL AGREEMENT THIS FINANCIAL AGREEMENT (hereinafter “Agreement” or “Financial Agreement”), made this ________ day of ________, 2017, by and between GP Ashland Housing, L.L.C. (the “Entity”), a limited liability company of the State of New Jersey, as a housing sponsor under the New Jersey Housing and Mortgage Finance Agency Law of 1983, N.J.S.A. 55:14K-1 et seq. (the “HMFA Law”), with offices at c/o Prism Green Associates IV, LLC, 200 Broadacres Drive, Suite 180, Bloomfield, New Jersey 07003, along with its permitted successors and/or assigns, and THE TOWNSHIP OF WEST ORANGE, a municipal corporation in the County of Essex and the State of New Jersey (the “Township”, and together with the Entity, the “Parties”). W I T N E S S E T H: WHEREAS, the Entity has applied for a tax exemption pursuant to the HMFA Law in connection with the construction of forty-four (44) affordable family rental housing units (the “Affordable Units”) and all related improvements and located on real property identified on the Township’s tax map as Block 64, Lots 3, 21, 22, 25 and 27 (collectively, the “Project”) in accordance with that certain Amended and Restated Redevelopment Agreement by and between the Township and Prism Green Associates IV, LLC (“Prism”) dated as [___________], 2017 (the “Redevelopment Agreement”); and WHEREAS, the Township has adopted a resolution approving a tax exemption for the Project and authorizing this Financial Agreement and wishes to enter into this Financial Agreement in order to memorialize the terms and conditions applicable to this tax exemption, NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the legal sufficiency of which is hereby acknowledged by the Parties, it is mutually covenanted and agreed as follows: ARTICLE I GENERAL PROVISIONS 1.01 Governing Law. This Financial Agreement shall be governed by the provisions of (a) the HMFA Law, (b) the resolution authorizing this Financial Agreement, and (c) all other relevant Federal, State or Township statutes, ordinances, resolutions, rules and/or regulations. It is expressly understood and agreed that the Township expressly relies upon the facts, data, and representations contained within the Entity’s tax exemption Application attached hereto in granting this tax exemption. 1.02 General Definitions. Unless specifically

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y relies upon the facts, data, and representations contained within the Entity’s tax exemption Application attached hereto in granting this tax exemption. 1.02 General Definitions. Unless specifically provided otherwise or the context otherwise requires, the following terms when used in this Agreement shall have the following meanings: 2

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8/3/17 Affordable Housing Units – Shall have the meaning as set forth in the recitals hereof. Agency Mortgage – The mortgage on the Property in favor of the HMFA pursuant to the HMFA Law. Annual Gross Revenue – The total annual gross rents and other income of the Entity from the Project. Annual Service Charge – The amount the Entity has agreed to pay the Township pursuant to Article IV hereof for municipal services supplied to the Project, which sum is in lieu of any taxes on the Land and the Improvements, which amount shall be pro-rated in the year in which the Annual Service Charge begins and the year in which the Annual Service Charge terminates. Annual Service Charge Start Date – The Annual Service Charge Start Date shall be the date that Substantial Completion has been achieved. Application - The application filed by the Entity for a long-term tax exemption for the Project, which is attached hereto as Exhibit A. Auditor's Report – A complete financial statement outlining the financial status of the Project (for a period of time as indicated by context), which shall also include, among other things, a certification of Annual Gross Revenue for the Project and the Annual Service Charge due to the Township for each year that this Agreement is in effect. Certificate of Occupancy – New document, whether temporary or permanent, issued by the Township authorizing occupancy of a building, in whole or in part, pursuant to N.J.S.A. 52:27D-133. Default – Shall be a breach of or the failure of the Entity to perform any obligation imposed upon the Entity by the terms of this Agreement, or under the Law, beyond any applicable grace or cure periods. Default Notice – Shall be as defined in Section 12.02. Effective Date – The date of this Agreement. Entity - Shall have the meaning as set forth in the recitals hereof. HMFA – The New Jersey Housing and Mortgage Finance Agency. HMFA Law – Shall have the meaning as set forth in the recitals hereof. Improvements - Shall mean the existing building on the Land and any and all other improvements to be constructed on, in or under the Land in accordance with the terms hereof. 3

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8/3/17 In Rem Tax Foreclosure - A summary proceeding by which the Township may enforce the lien for taxes due and owing by a tax sale, which shall be governed by the Tax Sale Law. Land – The land, but not the Improvements, comprising the real property identified on the Township’s tax map as Block 64, Lots 3, 21, 22, 25 and 27. Law – The term shall refer to the HMFA Law, the resolution pursuant to which the Township Council approved the Application, and all other relevant Federal, State or Township statutes, ordinances, resolutions, rules and/or regulations applicable to this Agreement. Notice of Termination – Shall be as defined in Section 12.05. Parties – Shall have the meaning as set forth in the recitals hereof. Project – Shall have the meaning as set forth in the recitals hereof. Pronouns – He or it shall mean the masculine, feminine or neuter gender, the singular, as well as the plural, as context requires. Property – Shall mean property identified on the Township’s tax map as Block 64, Lots 3, 21, 22, 25 and 27. State – The State of New Jersey. Substantial Completion – The determination by the Township that the Project has been substantially completed, which shall mean the date on which such Project receives, or is eligible to receive, a Certificate of Occupancy. Tax Sale Law – Shall mean N.J.S.A. 54:5-1 et seq., as amended or supplemented from time to time. Termination - Any action or omission which by operation of the terms of this Financial Agreement shall cause the Entity to relinquish its tax exemption. Township – Shall have the meaning as set forth in the recitals hereof. 1.03 Exhibits and Recitals Incorporated. The Application (including all exhibits to the Application), attached to this Financial Agreement as Exhibit A are incorporated herein and made part hereof. ARTICLE II APPROVALS 2.01 Township Approval of Tax Exemption. The Land and the Improvements comprising the Project shall be exempt from taxation as provided for herein and under the 4

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8/3/17 HMFA Law. Such tax exemption shall constitute a single continuing exemption from local property taxation for the term described below. The Project shall be as described in the Application and the Entity hereby expressly covenants, warrants and represents that the Property, including any Improvements related thereto, shall be used, managed and operated for the purposes set forth in the Application and in accordance with the Law. ARTICLE III DURATION OF AGREEMENT 3.01 Term. It is expressly understood and agreed by the Parties that this Financial Agreement shall become effective on the Effective Date and shall remain in effect until the earlier of: (i) Thirty-five (35) years from the Effective Date, (ii) Thirty (30) years from the Annual Service Charge Start Date, (iii) the Entity’s voluntary termination of this Agreement, or (iv) the continuance of a Default as set forth within Article XII of this Agreement beyond the applicable notice and cure periods set forth therein; provided, however, that the exemption from taxation and the Entity’s obligation to make payments in lieu of taxes shall not extend beyond the date on which the Agency Mortgage is paid in full. Upon the expiration of the tax exemption provided for herein, all restrictions and limitations of this Financial Agreement imposed upon the Entity and the Property shall terminate and the Property shall thereafter be assessed and taxed according to the general law applicable to other non-exempt property in the Township; provided, however, that any and all related remedies available to the Township shall survive the termination of this Agreement. ARTICLE IV ANNUAL SERVICE CHARGE 4.01 Commencement of Annual Service Charge. In consideration of the tax exemption, the Entity shall make payment of the Annual Service Charge in accordance herewith following the Annual Service Charge Start Date. In the event that the Entity fails to timely pay any installment, the amount past due shall bear the highest rate of interest permitted under applicable New Jersey law and then being assessed by the Township against other delinquent taxpayers in the case of unpaid taxes or tax liens on the land until paid. 4.02 Payment of Annual Service Charge. The Annual Service Charge shall begin to accrue on the first day of the month following the Annual Service Charge Start Date. The Annual Service Charge will be prorated in

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nt of Annual Service Charge. The Annual Service Charge shall begin to accrue on the first day of the month following the Annual Service Charge Start Date. The Annual Service Charge will be prorated in the year in which the Annual Service Charge Start Date begins and terminates. The Annual Service Charge shall continue for a period of thirty (30) years from the Annual Service Charge Start Date for the Project in accordance with the terms contained herein. 4.03 Annual Gross Revenue. Annual Gross Revenue shall be calculated as the total annual gross rents and other income of the Entity from the Project. 5

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8/3/17 4.04 Calculation of Annual Service Charges. The Annual Service Charge shall be equal to 6.28% of the Annual Gross Revenue. 4.05 Land Taxes. The Land shall be exempt from taxation as of the Annual Service Charge Start Date in accordance with the HMFA Law, provided however, that if such exemption of the Land is invalidated by a court of competent jurisdiction, then this Agreement shall remain in full force and effect and shall be reformed to provide that: (a) Conventional taxes are assessed against the Land; (b) the Entity shall be entitled to a credit against the Annual Service Charge for the amount, without interest, of the Land tax payments timely made in the last four (4) preceding quarterly installments; and (c) In any year that the Entity fails to make any Land tax payments if and when due and owing, such delinquency shall render the Entity ineligible for any Land tax payment credits against the Annual Service Charge for that year. No credit will be applied against the Annual Service Charge for partial payments of Land taxes. In addition, the Township shall have, among this remedy and other remedies, the right to proceed against the Property pursuant to the Tax Sale Law and/or to declare a Default. 4.06 Annual Service Charge Installments. Payment of the Annual Service Charge shall be paid to the Township on a quarterly basis on February 1, May 1, August 1, and November 1 after the Annual Service Charge Start Date, subject, nevertheless, to adjustment for over or underpayment within thirty (30) days after the close of each calendar year. In the event that the Entity fails to timely pay any installment, the amount past due shall bear the rate of interest permitted under applicable New Jersey law and then being assessed by the Township against other delinquent taxpayers in the case of unpaid taxes or tax liens on the land until paid. 4.07 Payments After Recordation of Agency Mortgage. In accordance with N.J.S.A. 55:14K-37, from the date of recording the Agency Mortgage on the Project to the date of Substantial Completion of the Project, the annual amount payable to the Township as taxes or as payments in lieu of taxes in respect of the Project site shall not be in excess of the amount of taxes on the Project site for the year preceding the recording of the Agency Mortgage. ARTICLE V ADDITIONAL PROJECT COVENANTS 5.01 Improvements to be Constructed.

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all not be in excess of the amount of taxes on the Project site for the year preceding the recording of the Agency Mortgage. ARTICLE V ADDITIONAL PROJECT COVENANTS 5.01 Improvements to be Constructed. The Entity will construct the forty-four (44) Affordable Units and all related improvements. The Entity shall commence the Project in accordance with the schedule set forth within the Application and the Redevelopment Agreement. To the extent that the schedule set forth within the Application and the schedule within the Redevelopment Agreement shall conflict, and/or if the schedule set forth in the Redevelopment Agreement shall be adjusted in accordance with the terms thereof, the schedule established under the Redevelopment Agreement shall control. 6

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