191-18 Exhibit.pdf

contained in the Application of which a form of this Agreement was included as a part thereof. LLC and the Project shall at all times prior to the expiration or other termination of this Agreement remain bound by all of the provisions of the Law. 2. Tax Abatement: From and after the date of issuance of the permanent certificate of occupancy by the Municipality building department or the Municipality construction code official, with respect to the Project (hereinafter the "Substantial Completion Date") and until the last day of the calendar year during which occurs the thirtieth anniversary of such date, the Project shall be exempt from taxation on all improvements constituting the Project in accordance with the Law, unless sooner terminated as provided in Paragraph 8. The Project shall make a payment in lieu of such taxes as is specified in Paragraph 3. This exemption shall not apply to any real estate taxes payable on the land on which the Project is located. Also, the real estate taxes paid on the land shall be credited against the service charge payable in accordance with Paragraph 3. LLC warrants and represents that it shall use, manage and operate the Project as represented in the Application or otherwise for residential housing for low income and market rate citizens throughout the term of this agreement. 3. Payments in Lieu of Taxes: In consideration of the aforesaid abatement of taxation on Project improvements during the term of exemption for the period commencing with the Substantial Completion Date and ending in the calendar year as set forth in Paragraph 2, LLC shall pay to the Municipality an annual service charge for municipal services (herein “Annual Service Charge”) supplied to the Project. The annual service charge shall be equal to ten (10%) percent of the Project Revenue; provided that the Annual Service Charge from years 1-15 shall not be less than the minimum specified in Paragraph 4 herein below and further provided that during years 16 through 21 the Annual Service Charge shall not be less than the amount specified in the N.J.S.A. 40A:20- 12 (b) (2) (b) sand during years 22 through 27 not less than amount specified in N.J.S.A.40A:20-12(b) (2) (c); and for years 28 and 29 not less than the amount specified in N.J.S.A. 40A:20- (12) (b) (2) (d); and for year 30 not less than the amount specified in N.J.S.A. 40A:20-12(b) (2) (e). LLC

2(b) (2) (c); and for years 28 and 29 not less than the amount specified in N.J.S.A. 40A:20- (12) (b) (2) (d); and for year 30 not less than the amount specified in N.J.S.A. 40A:20-12(b) (2) (e). LLC shall be entitled to an annual credit against the Annual Service Charge in the amount of any real estate taxes on land paid by it for the year. The Annual Service Charge, as adjusted, shall be payable by LLC to the Municipality in four (4) quarterly instaliments as are nearly equal as practicable on those dates when quarterly real estate tax payments are due the Municipality. ROS:$64 175.1 /6en056-240825 2

4. Minimum Payment: In no event shall the Annual Service Charge before the reduction for land taxes paid for the Project in any calendar year including and after the year of the Substantial Completion Date during the term of this Agreement, be less than the total taxes levied against all real property comprising the Project for the last full calendar year during which such real property was subject to tax preceding the year during which the Project is placed in service. kc 5. Limited-Dividend Entity: During the period of tax abatement herein, the distribution of profits and dividends payable by LLC to its owners shall be limited according to the limitations on distributions of profits and dividends under the Law. The parties recognize an amortization period of thirty years for the project to be included in the calculation of Net Profit pursuant to N. J. S. A 40A:20-3(c) (1). Within ninety (90) days of the end of ch fiscal year during such period (currently, December 31), LLC shall submit an annual audited statement to the Mayor and Municipal Council and to the Director of the Division of Local Government Services of the Department of Community Affairs, pursuant to N.J.S.A, 40A:20-~9d. 6. Financing. The plan for financing the Project as set forth in the application, is incorporated herein including, but not limited to (a) the estimated total project cost, (b) the construction and permanent financing sources, (c) the amortization rate on the total project cost, (d) the source and amount paid in capital, {e) the terms of mortgage amortization and payment of principal on mortgages and (f) the rental schedules and lease terms to be used with respect to units in the Project. 7. inspection: LLC covenants and agrees that it shall, upon three (3) days written notice by either the Municipality or the State of New Jersey and their duly authorized representatives, permit inspection of the equipment, building and other facilities of the Project. 8. Termination: This agreement shall terminate at the end of the tax exemption period described in Paragraph 2 hereof, unless sooner terminated in accordance with the procedures under N.J.S.A. 40A: 30-13. if the Project shall cease to be used for low and moderate income housing (other than for, repair or reconstruction of the facility), the Municipality on written notice to the LLC or successor Owner and opportunity to be

cease to be used for low and moderate income housing (other than for, repair or reconstruction of the facility), the Municipality on written notice to the LLC or successor Owner and opportunity to be heard, may terminate the tax exempt status after such notice and opportunity to be heard, if it makes an objective finding and determination that the purposes for ROS 864175. 1/leo056-240825 3

which the tax exemption has been granted are no longer being served. 9. Transfer to Another Urban Renewal Entity. The Municipality will consent to a sale or other transfer of the Project by LLC to another urban renewal entity organized under the Law, their successors, assigns so long as such urban renewal entity does not own any other project receiving tax exemption under the Law. At the time of transfer and upon assumption by the transferee urban renewal entity of the transferor's obligations under this financial agreement, the tax exemption of the Project shall continue and inure to the transferee urban renewal entity, its respective successors or assigns. In the event the Project becomes owned by a non profit corporation then, as allowable by the Law, the term of this Agreement shall extend for forty (40) years and the minimum Annual Service Charge for the entire term of this Agreement shall be the amount specified in Paragraph 4. 10. Notice: Any approval, consent, request, waiver, notice or other document required or permitted to be given pursuant to any provision of this Agreement shall be deemed duly given only when in writing, signed by or on‘behalf of the person giving the same, and either personally delivered (with receipt acknowledged by the recipient) or deposited in a designated United States mail depository registered or certified mail, return receipt requested, postage prepaid, addressed to the person or persons to whom such approval, consent, request, waiver or notices to be given at their respective addresses: If to the Township of West Orange to: Clerk, Township of West Orange 66 Main Street West Orange, New Jersey 07052 If to LLC to: Joseph Alpert The Alpert Group LLC One Parker Plaza Fort Lee, New Jersey 07024 11. Binding Effect: The provisions of this agreement shall be binding upon and inure to the benefit of the parties hereto, their respective personal representatives, heirs, successors or assigns. ROS:864 175.1/lea056-240825 4

12. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall for ail purposes constitute one agreement, which is binding upon the parties hereto. 13. Severability: Each provision of this Agreement is severable and the invalidity and the illegality of any of the provisions of this Agreement or its application to any person shall not affect the validity or the legality of any other provision or application to any person. 14. Waiver: Any term of this Agreement to which any party is entitled to the benefit of, may be waived at any time by such party by written instrument duly executed and such waiver shall not constitute or be deemed a waiver of any other term or provision of this Agreement. 15. Entire Agreement: This Agreement constitutes the entire agreement of the parties hereto with respect to the matter set forth herein and supersedes any prior understanding or agreement, oral or written. 16. Arbitration: The parties agree that ‘all disputes arising under this Agreement shall be resolved by arbitration in accordance with the procedures and by a qualified arbitrator or arbitrators certified and selected as provided by the American Arbitration Association. 17. Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. 18. Authorization to Execute Agreement: On at a meeting of the Municipal Council of the Municipality, the Municipal Council introduced and passed an Ordinance approving the granting of a tax abatement and payment in lieu of taxes, which Ordinance further authorized the Mayor to enter into a Financial Agreement in accordance with the Long Term Tax Exemption Law, N.J.S.A. 40A-20-1 et. seq. and in accordance with the provisions of the Ordinance, granting a tax abatement to the Project. ROS:864 175, 1/leo0S6-240825 5

@ IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written. WITNESS: Valley Road Residential Urban Renewal, LLC Bohinaa > — fol fe P Township of West Orange: [ + Mayor @ ROS 864175, 1/leoS6-240825 6