City Council

TROY CITY COUNCIL FINANCE MEETING AGENDA OCTOBER 6, 2022 6:00 P.M. Pledge of Allegiance Roll Call Presentation of Agenda Christine Nealon, Executive Director of TRIP, will present and discuss Reso #108 and #109 Public Forum ORDINANCES 42.Ordinance Authorizing Sales Of Certain City Owned Parcels Of Real Property By The Proposal Sale Application Method (Council President Mantello) (At The Request Of The Administration) RESOLUTIONS 108. Resolution Authorizing The Execution Of A Payment-In-Lieu Of Tax (“Pilot”) Agreement By And Between The City Of Troy And T.R.I.P. Redevelopment Associates (Council Member Steele) (At The Request Of The Administration) 109. Resolution Authorizing The Execution Of A Payment-In-Lieu Of Tax (“Pilot”) Agreement By And Between The City Of Troy And Hillside Redevelopment Associates (Council Member Steele) (At The Request Of The Administration) 110. Resolution Appointing A Commissioner Of Deeds For The City Of Troy (Council President Mantello) 1  ORD42 ORDINANCE AUTHORIZING SALES OF CERTAIN CITY OWNED PARCELS OF REAL PROPERTY BY THE PROPOSAL SALE APPLICATION METHOD The City of Troy, in City Council convened, ordains as follows: Section 1. As authorized by Section 83-3(F)(2) of the Troy Code, the Bureau of Surplus Property accepted bids and proposal sale applications for the purchase of various parcels of City owned surplus real property. Section 2. Upon recommendation of the Property Review Committee, the Bureau has approved the attached proposals and bids for the purchase of the properties listed in Section 5 below. Section 3. The Council hereby authorizes and directs the Mayor to sell and convey the parcels listed in Section 5 to the bidders named therein for the bids indicated, which sums are hereby determined to be fair and adequate prices for the properties, without the necessity of competitive bidding. Section 4. The Mayor is hereby empowered to execute and deliver to each successful bidder a quit claim deed conveying the premises listed in Section 5, but each such conveyance shall be made expressly subject to the terms and conditions set forth below and in Section 83-5 of the Troy Code. Section 5. The approved proposal parcels, bidder purchasers, and bid purchase prices are as follows: Class Class Tax Map # Location AV Code Description Bidder's Name Bid Stephen T Powers & 70.82-1-10 1003 Ninth Ave 108,000 210 1 Family Stephanie Powers $25,000 80.24-4-13 846 Second Ave 107,000 220 2 Family Linden Layne $25,000 80.25-3-6 896 Fifth Ave 6,300 311 Vac land Troy 786 LLC $5,000 80.32-9-16 774 Third Ave 85,000 220 2 Family Zachary Karam $15,000 80.47-6-17 624 Second Ave 90,000 481 Att row Joel & Audra Gruber $1,000 80.56-4-2.1 32 116th Street 75,000 210 1 Family Julia P. Shaw $25,000 80.79-7-3 36 109th Street 106,000 210 1 Family Abdullah Alhemyari $25,000 Philip J. Bell Sr/Philip J. Bell 80.80-3-3 403 Seventh Ave 77,000 210 1 Family Jr & Jared Bell $10,000 90.46-1-16.1 43 Second Ave 73,000 220 2 Family Akhtar Muhammed $1,100 90.47-4-33 11 101st Street 79,000 210 1 Family Miles Lewis $2,000 90.55-5-8 10 Stannard St 64,000 210 1 Family Christopher Fort $4,000 90.71-8-8 403 Ninth Street 12,000 311 Vac land Miles Lewis $1,000 101.47-1-3 159 Tenth Street 9,600 311 Vac land Joseph Vandenburgh $500 101.61-12-21 168 Fourth Street 17,500 312 Vac w/imp Angela Hubert $21,579 101.69-19-13 12 St. Mary's Ave 8,000 311 Vac land John Bishop $3,500 Associated Residential 101.77-5-1 St. Mary's Ave 23,300 311 Vac land Centers, Inc $3,500 112.45-6-13 Mansion Street 5,100 311 Vac land Rod & Gary Shields $1 761.5 Pawling 112.84-1-9 Ave 79,000 210 1 Family Briana Byrnes $20,000  ORD42 Section 6. In addition to the terms and conditions of sale in Section 83-5 of the Troy Code, the above properties will be conveyed by quit claim deed, subject to any easement or restriction of record. Each purchaser shall be liable for and shall pay all closing costs related to this sale including, but not limited to, filing fees, deed stamps, survey, title report, environmental reports & cleanup, and attorney fees. Section 7. This Ordinance shall take effect immediately. Approved as to form, ______________________ , 2022 _____________________________________________ Richard T. Morrissey, Corporation Counsel  RES108 RESOLUTION AUTHORIZING THE EXECUTION OF A PAYMENT-IN-LIEU OF TAX (“PILOT”) AGREEMENT BY AND BETWEEN THE CITY OF TROY AND T.R.I.P. REDEVELOPMENT ASSOCIATES WHEREAS, the City of Troy desires to encourage a sufficient supply of safe, adequate, and sanitary dwelling accommodations for persons with low income; and WHEREAS, T.R.I.P. Redevelopment Associates (“T.R.I.P.”) and the City entered into a certain PILOT Agreement, approved by the Troy City Council on or about December 6, 1981, pursuant to which the City conferred an exemption from local and municipal property taxes, other than assessments for local improvements, for certain real property identified in the 1981 PILOT Agreement (“the Project”), upon the terms and conditions thereof; and WHEREAS, T.R.I.P. is a redevelopment company established pursuant to Article V of the New York Private Housing Finance Law (“PHFL”); and WHEREAS, the Project, as described in Exhibit A attached hereto and made a part hereof, constitutes a “housing project” as that term is defined in the PHFL; and WHEREAS, pursuant to Section 125(1)(a-3) of the PHFL, the local legislative body of a municipality may extend a tax exemption previously granted under Section 125(1)(a) of the PHFL; and WHEREAS, the term of the 1981 PILOT Agreement has expired; and WHEREAS, the Project continues to be subject to outstanding federally assisted mortgage loans and Section 8 housing assistance payment contracts; and WHEREAS, the City Council finds it both necessary and proper for the Project to continue to receive an exemption from real property taxes in order for the Project to be economically feasible and to benefit low income residents of Troy. NOW THEREFORE, BE IT RESOLVED, that the City Council hereby exempts the Project from real property taxes to the extent authorized by Section 577 of the PHFL and approves the proposed PILOT Agreement by and between T.R.I.P. and the City, in substantially the form attached hereto as Exhibit B, and providing for annual payments as set forth therein; and BE IT FURTHER RESOLVED, that the Mayor of the City is hereby authorized to execute and deliver the PILOT Agreement on behalf of the City, subject to approval of the form of the Agreement by Corporation Counsel; and BE IT FURTHER RESOLVED, that this Resolution shall take effect immediately. Approved as to form, ____________________, 2022 ______________________________________ Richard T. Morrissey, Corporation Counsel  EXHIBIT A Description of the Land 2  RES108 AGREEMENT FOR PAYMENT IN LIEU OF TAXES BY AND BETWEEN THE CITY OF TROY, NEW YORK, AND T.R.I.P. REDEVELOPMENT ASSOCIATES THIS AGREEMENT FOR PAYMENT IN LIEU OF TAXES (“Agreement”), dated ___________ ____, 2022, by and between the CITY OF TROY, NEW YORK, a New York municipal corporation, having its principal office located at 433 River Street, Suite 5001, Troy NY 12180 (the “City”), and T.R.I.P. REDEVELOPMENT ASSOCIATES, a New York limited partnership and redevelopment company, having an address at 409 River Street, Troy, NY 12180 (“Owner”). The Owner and City are collectively referred to in this Agreement as the “parties” and are individually referred to as a “party.” WITNESSETH: WHEREAS, the Owner is the owner of that certain forty (40) unit scattered site housing project for families of low-income (the “Project”) located on certain real property in the City, County of Rensselaer, State of New York, as more particularly identified in Schedule “A” attached hereto (the “Property”); and WHEREAS, the Owner is a redevelopment company established pursuant to Article V of the New York Private Housing Finance Law (“PHFL”); and WHEREAS, the Project constitutes a “housing project” as that term is defined in the PHFL; and WHEREAS, pursuant to Section 125 of the PHFL, the local legislative body of a municipality may exempt the real property of a redevelopment company from local and municipal taxes, including school taxes, other than assessments for local improvements, to the extent of all or a part of the value of the property included in the completed housing project; and WHEREAS, the Owner and City entered into that certain Payment in Lieu of Taxes Agreement approved by the Troy City Council on or about December 6, 1981, whereby the Property was exempted from local and municipal taxes, other than assessments for local improvements, upon the terms and conditions therein (the “1981 PILOT Agreement”); and WHEREAS, the term of the 1981 PILOT Agreement has expired; and WHEREAS, the Project continues to be subject to outstanding federally assisted mortgage loans and Section 8 (as hereinafter defined) housing assistance payment contracts; and WHEREAS, it is both necessary and proper for the Property to continue to receive an exemption from real property taxes in order for the Project to be economically feasible; and WHEREAS, the City Council of the City of Troy, New York, approved a resolution on [insert], authorizing this Agreement. 4895-4243-8145, v. 5  RES108 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed between the parties hereto as follows: 1. The Recitals are incorporated herein as if fully set forth below and are made a material part of this Agreement. 2. Owner hereby represents and warrants that Owner is not a mutual redevelopment company as that term is defined under Article V of the PHFL. 3. Pursuant to Section 125 of the PHFL, the City hereby exempts from Local and Municipal Taxes (as hereinafter defined), other than assessments for local improvements, one hundred percent (100%) of the value of the Property, including any improvements thereon (the “Exemption”). “Local and Municipal Taxes” shall mean any and all real estate taxes levied by the County of Rensselaer (“County”), the City, the Troy City School District (“School District”) or any other taxing jurisdiction. Exclusions from the exemption described herein (in addition to assessments for local improvements) shall include special tax and/or special assessment districts, if any. 4. The term of this Agreement (the “Term”) shall commence on March 1, 2023 (the “Commencement Date”) and shall continue thereafter for a period of forty (40) years through February 28, 2063. 5. So long as the Exemption hereunder continues, the Owner shall make an annual payment in lieu of taxes (“PILOTs”) to the City as the taxing/levying jurisdiction for appropriate taxing authorities in the amount of five percent (5%) of the Gross Shelter Rent (as hereinafter defined) collected by the Owner in respect to the Project during the immediately preceding calendar year. The term “Gross Shelter Rent” shall mean the actual annual rent collected by the Owner in connection with the Project, including any portion of such rent paid as a Housing Assistance Payment or other subsidy pursuant to contract by and between the Owner and the U.S. Department of Housing and Urban Development (“HUD”) under Section 8 of the United States Housing Act of 1937, as amended, or any other future subsidy program enacted by the federal government or the State of New York (“Section 8”). 6. The Owner shall furnish the City on or before April 1st of each calendar year financial statements of the Owner as the City shall reasonably require, including a certified statement of Gross Shelter Rent received for the Project during the immediately preceding calendar year. Upon receipt, the City Comptroller shall calculate the PILOT amount to be paid for such calendar year and transmit an invoice to Owner for such calendar year. 7. Payment of the invoice shall be due on May 1st of each calendar year. The City will distribute part of the PILOT payments equitably to the County and the School District in accordance with their proportionate shares. Payments to the City of Troy shall be mailed via First Class mail through the United States Postal Service to Office of the Treasurer, City of Troy, 433 River Street, Suite 5001, Troy NY 12180. 4895-4243-8145, v. 5  RES108 8. So long as the Exemption remains in effect, tenant rental charges for any rent restricted units in the Project shall not exceed the maximum established or allowed by law, rule or regulation, and the Project shall be operated in conformance with the provisions of Article V of PHFL and this Agreement. 9. The Exemption provided by this Agreement will continue for the Term hereof provided that the Project continues to be used or is made available for use, or is being repaired to be made available for use, as housing facilities for citizens having household incomes less than or equal to [_____] percent ([__]%) of AMI as described herein, and any of the following occur (i) the Owner operates the Project in conformance with Articles V or XI of the PHFL; or (ii) in the event an action is brought to foreclose a mortgage upon the Project, and the legal and beneficial interest in the Project shall be acquired at the foreclosure sale or from the mortgagee, or by a conveyance in lieu of such sale, by a redevelopment company organized pursuant to Article V of the PHFL or a housing development fund company organized pursuant to Article XI of the PHFL, or by the Federal government or an instrumentality thereof, or by a corporation which is, or by agreement has become subject to the supervision of the superintendent of financial services, such successor in interest shall operate the Project in conformance with the provisions of Articles V or XI of the PHFL and this Agreement. 10. Owner shall receive a credit for amounts paid to the City, if any, for any period between expiration of the previous PILOT Agreement and commencement of this Agreement. The credit will be applied against the amount to be paid in lieu of property taxes for such period as shall be determined by the New York State legislature pursuant to the City’s Home Rule request. 11. The failure to make the required PILOTs will be treated as failure to make payment of taxes and will be governed by the same provisions of law as apply to the failure to make payment of taxes, including but not limited to enforcement and collection of taxes and assessment of interest and penalties to the extent permitted by law. In the event the City commences a proceeding to enforce the provisions of this Agreement, then, in addition to the remedies to which the City shall be entitled, it shall have the right to an award of reasonable attorney fees. Notwithstanding the above, the City may terminate this Agreement, and the tax exemption shall thereupon terminate, pursuant to Section 12 hereof. 12. This Agreement and the Exemption granted hereunder shall terminate pursuant to Section 11 above or in an event of default as follows: (a) failure of the Owner to pay in full any PILOT due under this Agreement within thirty (30) days of mailing of written notice by the City stating that said PILOT is past due; or (b) failure of the Owner to comply with or perform any provision of this Agreement if such failure continues in whole or in part for more than thirty (30) days after mailing of written notice by the City of such failure to comply or perform. In the event of a default hereunder, in addition to the termination of this Agreement and the Exemption, the City may exercise any and all rights or remedies permitted by law. Notwithstanding any provision hereof to the contrary, the Owner and any mortgagee(s) of record with respect to the Project (the “Lender”) and which the City was duly made aware through written notice, shall have an additional period of thirty (30) days after the cure periods of the Owner, as set forth in 4895-4243-8145, v. 5  RES108 this Section 12, to cure any monetary defaults and an additional period of up to ninety (90) days to cure non-monetary defaults provided that the Lender shall diligently pursue such cure. 13. All notices and other communications hereunder shall be in writing and shall be sufficiently given when delivered to the applicable address stated above (or such other address as the party to whom notice is given shall have specified to the party giving notice) by registered or certified mail, return receipt requested or by such other means as shall provide the sender with documentary evidence of such delivery. Copies of notices to the Owner shall be provided to the Lender for the Project at such address as may be designated in writing by the Owner. 14. Owner and City acknowledge that Owner intends to rehabilitate and renovate the Project, and thereafter continue to operate the Project in conformance with Sections 8 and 9 of this Agreement. Owner agrees that, to the extent permitted by the HUD, New York State Division of Housing and Community Renewal and the City of Troy Zoning Code, Owner shall endeavor to redevelop any vacant lots which are a part of the Project into additional units of affordable housing in conformance with Section 8 and 9 of this Agreement. 15. This Agreement shall inure to the benefit of and shall be binding upon the City and the Owner and their respective successors and assigns. There shall be no assignment of this Agreement except in accordance with Section 9 hereof or with written consent of the other parties, which consent shall not be unreasonably withheld. 16. If any provision of this Agreement or its application is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances shall be enforced to the greatest extent permitted by law. 17. This Agreement may be executed in any number of counterparts with the same effect as if all the signing parties had signed the same document. All counterparts shall be construed together and shall constitute the same instrument. 18. This Agreement constitutes the entire agreement of the parties relating to payments in lieu of taxes with respect to the Project and supersedes all prior contracts, or agreements, whether oral or written, with respect thereto. 19. This Agreement will be construed and enforced in accordance with the laws of the State of New York, without giving effect to any conflict of laws or choice of law rules to the contrary. 20. Each of the parties individually represents and warrants that the execution, delivery and performance of this Agreement, (i) has been duly authorized and does not require any other consent or approval, (ii) does not violate any article, by-law or organizational document or any law, rule, regulation, order, writ, judgment or decree by which it is bound, and (iii) will not result in or constitute a default under any indenture, credit agreement, or any other agreement or instrument to which any of them is a party. Each party represents that this 4895-4243-8145, v. 5  RES108 Agreement shall constitute the legal, valid and binding agreement of the parties enforceable in accordance with its terms. [Signature and Acknowledgment Pages Follow] 4895-4243-8145, v. 5  RES108 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives and their respective seals to be hereunder affixed, all as of the date written above. CITY OF TROY, NEW YORK By:_______________________________________ Name: Wm. Patrick Madden Title: Mayor APPROVED AS TO FORM AND THE AUTHORITY TO EXECUTE ___________________________________ Richard T. Morrissey, Corporation Counsel T.R.I.P. REDEVELOPMENT ASSOCIATES By: TROY REHABILITATION & IMPROVEMENT PROGRAM, INC., AS GENERAL PARTNER BY: _______________________ Name: Title: [Acknowledgement Page Follow] 4895-4243-8145, v. 5  RES108 ACKNOWLEDGEMENTS STATE OF NEW YORK ) ) COUNTY OF RENSSELAER ) On the __ day of __________ in the year of 2022, before me personally appeared Wm. Patrick Madden, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on this instrument, the individual or person or entity upon behalf of which the individual acted, executed the instrument. _____________________________ Notary Public STATE OF NEW YORK ) ) COUNTY OF ) On the __ day of __________ in the year of 2022, before me personally appeared________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on this instrument, the individual or person or entity upon behalf of which the individual acted, executed the instrument. _____________________________ Notary Public 4895-4243-8145, v. 5  RES108 SCHEDULE “A” DESCRIPTION OF PROPERTY [NOTE: INSERT PROPERTY ADDRESSES AND SBL Nos.] 4895-4243-8145, v. 5  RES109 RESOLUTION AUTHORIZING THE EXECUTION OF A PAYMENT-IN-LIEU OF TAX (“PILOT”) AGREEMENT BY AND BETWEEN THE CITY OF TROY AND HILLSIDE REDEVELOPMENT ASSOCIATES WHEREAS, the City of Troy desires to encourage a sufficient supply of safe, adequate, and sanitary dwelling accommodations for persons with low income; and WHEREAS, Hillside Redevelopment Associates (“Hillside”) and the City entered into a certain PILOT Agreement, dated June 17, 1982, pursuant to which the City conferred an exemption from local and municipal property taxes, other than assessments for local improvements, for certain real property identified in the 1982 PILOT Agreement (“the Project”), upon the terms and conditions thereof; and WHEREAS, Hillside is a redevelopment company established pursuant to Article V of the New York Private Housing Finance Law (“PHFL”); and WHEREAS, the Project, as described in Exhibit A attached hereto and made a part hereof, constitutes a “housing project” as that term is defined in the PHFL; and WHEREAS, pursuant to Section 125(1)(a-3) of the PHFL, the local legislative body of a municipality may extend a tax exemption previously granted under Section 125(1)(a) of the PHFL; and WHEREAS, the term of the 1982 PILOT Agreement has or will have expired; and WHEREAS, the Project continues to be subject to outstanding federally assisted mortgage loans and Section 8 housing assistance payment contracts; and WHEREAS, the City Council finds it both necessary and proper for the Project to continue to receive an exemption from real property taxes in order for the Project to be economically feasible and to benefit low income residents of Troy. NOW THEREFORE, BE IT RESOLVED, that the City Council hereby exempts the Project from real property taxes to the extent authorized by Section 577 of the PHFL and approves the proposed PILOT Agreement by and between Hillside and the City, in substantially the form attached hereto as Exhibit B, and providing for annual payments as set forth therein; and BE IT FURTHER RESOLVED, that the Mayor of the City is hereby authorized to execute and deliver the PILOT Agreement on behalf of the City, subject to approval of the form of the Agreement by Corporation Counsel; and BE IT FURTHER RESOLVED, that this Resolution shall take effect immediately. Approved as to form, ____________________, 2022 ______________________________________ Richard T. Morrissey, Corporation Counsel  EXHIBIT A Description of the Land 2  RES109 AGREEMENT FOR PAYMENT IN LIEU OF TAXES BY AND BETWEEN THE CITY OF TROY, NEW YORK, AND HILLSIDE REDEVELOPMENT ASSOCIATES THIS AGREEMENT FOR PAYMENT IN LIEU OF TAXES (“Agreement”), dated __________ ____, 2022, by and between the CITY OF TROY, NEW YORK, a New York municipal corporation, having its principal office located at 433 River Street, Suite 5001, Troy, NY (the “City”), and HILLSIDE REDEVELOPMENT ASSOCIATES, a New York limited partnership and redevelopment company, having an address at 409 River Street, Troy, NY 12180 (“Owner”). The Owner and City are collectively referred to in this Agreement as the “parties” and are individually referred to as a “party.” WITNESSETH: WHEREAS, the Owner is the owner of that certain eighty (80) unit scattered site housing project for families of low-income (the “Project”) located on certain real property in the City, County of Rensselaer, State of New York, as more particularly identified in Schedule “A” attached hereto (the “Property”); and WHEREAS, the Owner is a redevelopment company established pursuant to Article V of the New York Private Housing Finance Law (“PHFL”); and WHEREAS, the Project constitutes a “housing project” as that term is defined in the PHFL; and WHEREAS, pursuant to Section 125 of the PHFL, the local legislative body of a municipality may exempt the real property of a redevelopment company from local and municipal taxes, including school taxes, other than assessments for local improvements, to the extent of all or a part of the value of the property included in the completed housing project; and WHEREAS, the Owner and City entered into that certain Payment in Lieu of Taxes Agreement dated June 17, 1982, whereby the Property was exempted from local and municipal taxes, other than assessments for local improvements, upon the terms and conditions therein (the “1982 PILOT Agreement”); and WHEREAS, the term of the 1982 PILOT Agreement has or will have expired; and WHEREAS, the Project continues to be subject to outstanding federally assisted mortgage loans and Section 8 (as hereinafter defined) housing assistance payment contracts; and WHEREAS, it is both necessary and proper for the Property to continue to receive an exemption from real property taxes in order for the Project to be economically feasible; and WHEREAS, the City Council of the City of Troy, New York, approved a resolution on [insert], authorizing of this Agreement. 4875-9821-5425, v. 5  RES109 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed between the parties hereto as follows: 1. The Recitals are incorporated herein as if fully set forth below and are made a material part of this Agreement. 2. Owner hereby represents and warrants that Owner is not a mutual redevelopment company as that term is defined under Article V of the PHFL. 3. Pursuant to Section 125 of the PHFL, the City hereby exempts from Local and Municipal Taxes (as hereinafter defined), other than assessments for local improvements, one hundred percent (100%) of the value of the Property, including any improvements thereon (the “Exemption”). “Local and Municipal Taxes” shall mean any and all real estate taxes levied by the County of Rensselaer (“County”), the City, the Troy City School District (“School District”) or any other taxing jurisdiction. Exclusions from the exemption described herein (in addition to assessments for local improvements) shall include special tax and/or special assessment districts, if any. 4. The term of this Agreement (the “Term”) shall commence on March 1, 2023 (the “Commencement Date”) and shall continue thereafter for a period of forty (40) years through February 28, 2063. 5. So long as the Exemption hereunder continues, the Owner shall make an annual payment in lieu of taxes (“PILOTs”) to the City as the taxing/levying jurisdiction for appropriate taxing authorities in the amount of five percent (5%) of the Gross Shelter Rent (as hereinafter defined) collected by the Owner in respect to the Project during the immediately preceding calendar year. The term “Gross Shelter Rent” shall mean the actual annual rent collected by the Owner in connection with the Project, including any portion of such rent paid as a Housing Assistance Payment or other subsidy pursuant to contract by and between the Owner and the U.S. Department of Housing and Urban Development (“HUD”) under Section 8 of the United States Housing Act of 1937, as amended, or any other future subsidy program enacted by the federal government or the State of New York (“Section 8”). 6. The Owner shall furnish the City on or before April 1st of each calendar year financial statements of the Owner as the City shall reasonably require, including a certified statement of Gross Shelter Rent received for the Project during the immediately preceding calendar year. Upon receipt, the City Comptroller shall calculate the PILOT amount to be paid for such calendar year and transmit an invoice to Owner for such calendar year. 7. Payment of the invoice shall be due on May 1st of each calendar year. The City will distribute part of the PILOT payments equitably to the County and School District in accordance with their proportionate shares. Payments to the City of Troy shall be mailed via First Class mail through the United States Postal Service to Office of the Treasurer, City of Troy, 433 River Street, Suite 5001, Troy NY 12180. 4875-9821-5425, v. 5  RES109 8. So long as the Exemption remains in effect, tenant rental charges for any rent restricted units in the Project shall not exceed the maximum established or allowed by law, rule or regulation, and the Project shall be operated in conformance with the provisions of Article V of PHFL and this Agreement. 9. The Exemption provided by this Agreement will continue for the Term hereof provided that the Project continues to be used or is made available for use, or is being repaired to be made available for use, as housing facilities for citizens having household incomes less than or equal to [_____] percent ([__]%) of AMI as described herein, and any of the following occur (i) the Owner operates the Project in conformance with Articles V or XI of the PHFL; or (ii) in the event an action is brought to foreclose a mortgage upon the Project, and the legal and beneficial interest in the Project shall be acquired at the foreclosure sale or from the mortgagee, or by a conveyance in lieu of such sale, by a redevelopment company organized pursuant to Article V of the PHFL or a housing development fund company organized pursuant to Article XI of the PHFL, or by the Federal government or an instrumentality thereof, or by a corporation which is, or by agreement has become subject to the supervision of the superintendent of financial services, such successor in interest shall operate the Project in conformance with the provisions of Articles V or XI of the PHFL and this Agreement. 10. Owner shall receive a credit for amounts paid to the City, if any, for any period between expiration of the previous PILOT Agreement and commencement of this Agreement. The credit will be applied against the amount to be paid in lieu of property taxes for such period as shall be determined by the New York State legislature pursuant to the City’s Home Rule request. 11. The failure to make the required PILOTs will be treated as failure to make payment of taxes and will be governed by the same provisions of law as apply to the failure to make payment of taxes, including but not limited to enforcement and collection of taxes and assessment of interest and penalties to the extent permitted by law. In the event the City commences a proceeding to enforce the provisions of this Agreement, then, in addition to the remedies to which the City shall be entitled, it shall have the right to an award of reasonable attorney fees. Notwithstanding the above, the City may terminate this Agreement, and the tax exemption shall thereupon terminate, pursuant to Section 12 hereof. 12. This Agreement and the Exemption granted hereunder shall terminate pursuant to Section 11 above or in an event of default as follows: (a) failure of the Owner to pay in full any PILOT due under this Agreement within thirty (30) days of mailing of written notice by the City stating that said PILOT is past due; or (b) failure of the Owner to comply with or perform any provision of this Agreement if such failure continues in whole or in part for more than thirty (30) days after mailing of written notice by the City of such failure to comply or perform. In the event of a default hereunder, in addition to the termination of this Agreement and the Exemption, the City may exercise any and all rights or remedies permitted by law. Notwithstanding any provision hereof to the contrary, the Owner and any mortgagee(s) of record with respect to the Project (the “Lender”) and which the City was duly made aware through written notice, shall have an additional period of thirty (30) days after the cure periods of the Owner, as set forth in 4875-9821-5425, v. 5  RES109 this Section 12, to cure any monetary defaults and an additional period of up to ninety (90) days to cure non-monetary defaults provided that the Lender shall diligently pursue such cure. 13. All notices and other communications hereunder shall be in writing and shall be sufficiently given when delivered to the applicable address stated above (or such other address as the party to whom notice is given shall have specified to the party giving notice) by registered or certified mail, return receipt requested or by such other means as shall provide the sender with documentary evidence of such delivery. Copies of notices to the Owner shall be provided to the Lender for the Project at such address as may be designated in writing by the Owner. 14. Owner and City acknowledge that Owner intends to rehabilitate and renovate the Project, and thereafter continue to operate the Project in conformance with Sections 8 and 9 of this Agreement. Owner agrees that, to the extent permitted by the HUD, New York State Division of Housing and Community Renewal and the City of Troy Zoning Code, Owner shall endeavor to redevelop any vacant lots which are a part of the Project into additional units of affordable housing in conformance with Section 8 and 9 of this Agreement. 15. This Agreement shall inure to the benefit of and shall be binding upon the City and the Owner and their respective successors and assigns. There shall be no assignment of this Agreement except in accordance with Section 9 hereof or with written consent of the other parties, which consent shall not be unreasonably withheld. 16. If any provision of this Agreement or its application is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances shall be enforced to the greatest extent permitted by law. 17. This Agreement may be executed in any number of counterparts with the same effect as if all the signing parties had signed the same document. All counterparts shall be construed together and shall constitute the same instrument. 18. This Agreement constitutes the entire agreement of the parties relating to payments in lieu of taxes with respect to the Project and supersedes all prior contracts, or agreements, whether oral or written, with respect thereto. 19. This Agreement will be construed and enforced in accordance with the laws of the State of New York, without giving effect to any conflict of laws or choice of law rules to the contrary. 20. Each of the parties individually represents and warrants that the execution, delivery and performance of this Agreement, (i) has been duly authorized and does not require any other consent or approval, (ii) does not violate any article, by-law or organizational document or any law, rule, regulation, order, writ, judgment or decree by which it is bound, and (iii) will not result in or constitute a default under any indenture, credit agreement, or any other agreement or instrument to which any of them is a party. Each party represents that this 4875-9821-5425, v. 5  RES109 Agreement shall constitute the legal, valid and binding agreement of the parties enforceable in accordance with its terms. [Signature and Acknowledgment Pages Follow] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives and their respective seals to be hereunder affixed, all as of the date written above. CITY OF TROY, NEW YORK By:_______________________________________ Name: Wm. Patrick Madden Title: Mayor APPROVED AS TO FORM AND THE AUTHORITY TO EXECUTE ___________________________________ Richard T. Morrissey, Corporation Counsel HILLSIDE REDEVELOPMENT ASSOCIATES By: TROY REHABILITATION & IMPROVEMENT PROGRAM, INC., AS GENERAL PARTNER BY: _______________________ Name: Title: [Acknowledgement Page Follow] 4875-9821-5425, v. 5  RES109 ACKNOWLEDGEMENTS STATE OF NEW YORK ) ) COUNTY OF RENSSELAER ) On the ___ day of ___________ in the year of 2022, before me personally appeared Wm. Patrick Madden, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on this instrument, the individual or person or entity upon behalf of which the individual acted, executed the instrument. _____________________________ Notary Public STATE OF NEW YORK ) ) COUNTY OF ) On the __ day of __________ in the year of 2022, before me personally appeared________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on this instrument, the individual or person or entity upon behalf of which the individual acted, executed the instrument. _____________________________ Notary Public 4875-9821-5425, v. 5  RES109 SCHEDULE “A” DESCRIPTION OF PROPERTY [NOTE: INSERT PROPERTY ADDRESSES AND SBL Nos.] 4875-9821-5425, v. 5  RES110 RESOLUTION APPOINTING A COMMISSIONER OF DEEDS FOR THE CITY OF TROY BE IT RESOLVED, that the Troy City Council hereby appoints the following individual, identified in the application attached hereto and made a part hereof, as Commissioner of Deeds for the City of Troy, for a two-year term beginning on October 7, 2022, and ending on October 6, 2024. Regina Stephens 32 1st Street Apartment 2 Troy, NY 12180 Approved as to form, ________________________, 2022 ______________________________________________ Richard T. Morrissey, Corporation Counsel RES110