EXHIBIT 10.11
Transcript Document No. 8
HPG REALTY CO., LLC
and
TRI-START ELECTRONICS, INC.
and
TOWN OF ISLIP INDUSTRIAL DEVELOPMENT AGENCY
(TOWN OF ISLIP, NEW YORK)
PAYMENT-IN-LIEU-OF-TAX AGREEMENT
Town of Islip Industrial Development Agency
(HPG Realty Co., LLC/Tri-Start Electronics, Inc. 2004 Facility)
Dated as of February 1, 2004
Amended and Restated as of August 1, 2004
Town of Islip, Connetquot School District
District: 0500
Section: 105.00
Block: 03.00
Lot: 002.001
PAYMENT-IN-LIEU-OF-TAX AGREEMENT
THIS AGREEMENT, dated as of February 1, 2004, amended and restated as of
August 1, 2004, is among HPG REALTY CO., LLC, a limited liability company duly
organized and validly existing under the laws of the State of New York, having
an office at 000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (the
"Company"), TRI-START ELECTRONICS, INC., a corporation duly organized and
validly existing under the laws of the State of New York, having its principal
office at 000 Xxxxxxxxx X0xxxxxxxx Xxxxxxxxxx, Xxx Xxxx 00000 (the "Sublessee"),
and TOWN OF ISLIP INDUSTRIAL DEVELOPMENT AGENCY, an industrial development
agency and a public benefit corporation of the State of New York, having its
principal office at 00 Xxxxxx Xxxxxx, Xxxxx, Xxx Xxxx 00000 (the "Agency").
W I T N E S S E T H:
WHEREAS, the Agency was created by Chapter 47 of the Laws of 1974 of the
State of New York, as amended, pursuant to Title 1 of Article 18-A of the
General Municipal Law of the State of New York, as amended (collectively, the
"Act"); and
WHEREAS, the Agency has agreed to acquire title to certain real property
located at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx xx Islip, Suffolk County, New
York, more particularly described in Exhibit E attached hereto, and to acquire,
construct and equip a certain industrial development facility thereon (the
"Facility"), more particularly described in the Lease Agreement, dated as of
even date herewith (the "Lease Agreement"), between the Agency and the Company;
and
WHEREAS, the Agency has agreed to lease the Facility to the Company
pursuant to the Lease Agreement such that title will remain in the Agency
throughout the Lease Term (as such term is defined in the Lease Agreement); and
WHEREAS, the Company has agreed to sublease the Facility to the Sublessee
pursuant to a Sublease Agreement, dated the Closing Date (the "Sublease
Agreement"), between the Company and the Sublessee; and
WHEREAS, pursuant to Section 874(1) of the Act, the Agency is exempt from
the payment of taxes and assessments imposed upon real property owned by it,
other than special ad valorem levies, special assessments and service charges
against real property located in the Town of Islip (including any existing
incorporated village or any village which may be incorporated after the date
hereof, within which the Facility is or may be wholly or partially located)
which are or may be imposed for special improvements or special district
improvements; and
WHEREAS, the Agency, the Company and the Sublessee deem it necessary and
proper to enter into an agreement making provision for payments in lieu of taxes
and such assessments by the Company and the Sublessee to the Town of Islip, any
existing incorporated village or any village which may be incorporated after
the date hereof, within which the Facility is or may be wholly or partially
located, Suffolk County, Connetquot School District and appropriate special
districts (hereinafter the "Taxing Authorities") in which any part of the
Facility is or is to be located;
NOW, THEREFORE, in consideration of the foregoing and in consideration of
the covenants herein contained, it is mutually agreed as follows:
1. (a) As long as the Lease Agreement is in effect, the Company and the
Sublessee, jointly and severally, agree to make payments in lieu of all real
estate taxes and assessments (in addition to paying all special ad valorem
levies, special assessments and service charges against real property located in
the Town of Islip (including any existing incorporated village or any village
which may be incorporated after the date hereof, within which the Facility is or
may be wholly or partially located) which are or may be imposed for special
improvements or special district improvements) which would be levied upon or
with respect to the Facility if the Facility were owned by the Company and not
by the Agency (the "Taxes on the Facility"). The amounts of such payments and
method for calculation are set forth herein.
(b) After the effective date of this Agreement and until the provisions of
paragraph 1(c) become effective, the Company and the Sublessee, jointly and
severally, shall pay, as payments in lieu of taxes and assessments, one hundred
percent (100%) of the taxes and assessments which would be levied upon the
Facility by the respective Taxing Authorities.
(c) Commencing at the earlier of (i) the first fiscal tax year of the
Taxing Authorities following the first taxable status date after the issuance of
a certificate of occupancy to the Company and/or the Sublessee for the Facility
by the appropriate governmental entity or (ii) at the sole option and discretion
of the Company and the Sublessee, jointly and severally, written notice from the
Company and the Sublessee to the Agency setting forth the effective date for
commencement of the payments in accordance with Exhibit A hereto (which
effective date can be no later than the date set forth in (i) above), the
Company and the Sublessee shall pay, as payments in lieu of taxes and
assessments, the amounts set forth on Exhibit A attached hereto and made a part
hereof.
(d) The Company and the Sublessee, jointly and severally, shall pay, or
cause to be paid, the amounts set forth in paragraphs 1(b) and (c) above, as
applicable, after receipt of tax bills from the Agency or the Taxing
Authorities, as the case may be. Failure to receive a tax bill shall not relieve
the Company or the Sublessee of their respective obligations to make all
payments provided for hereunder. If, for any reason, the Company and/or the
Sublessee does not receive an appropriate tax bill, the Company and the
Sublessee shall have the responsibility and obligation to make all reasonable
inquiries to the Taxing Authorities and to have such a bill issued, and
thereafter to make payment of the same no later than the due dates provided
therein. Payments shall be made directly to the Taxing Authorities. Payments
made after the due date(s) as set forth in the applicable tax bills shall accrue
interest (and penalties) at the rates applicable to late payments of taxes for
the respective Taxing Authorities and as further provided in the General
Municipal Law, including Section 874(5) thereof, which currently provides for an
initial penalty of five percent (5%) of the amount due and an additional penalty
of one percent (1%) per month on payments more than one month delinquent.
Anything contained in this paragraph (d) to the contrary notwithstanding, the
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Company and the Sublessee shall have the obligation to make all annual payments
required by this paragraph (other than payments of penalties, if any) in two
equal semi-annual installments on or prior to January 10 and May 31 of each year
of the Lease Term or on such other due dates as may be established from time to
time during the Lease Term.
(e) During the term of this Agreement, the Company and the Sublessee shall
continue to pay all special ad valorem levies, special assessments, and service
charges levied against the Facility for special improvements or special district
improvements.
(f) In the event that any structural addition shall be made to the building
or buildings included in the Facility subsequent to the "Completion Date" (as
such term is defined in the Lease Agreement), or any additional building or
improvement shall be constructed on the real property described on Exhibit E
hereto (such structural additions, buildings and improvements being referred to
hereinafter as "Additional Facilities"), the Company and the Sublessee agree to
make additional payments in lieu of taxes to the Taxing Authorities in amounts
equal to the product of the then current ad valorem tax rates which would he
levied upon or with respect to the Additional Facilities by the Taxing
Authorities if the Additional Facilities were owned by the Company and not the
Agency times the assessment or assessments established for that tax year by the
Town of Islip. All other provisions of this Agreement shall apply to this
obligation for additional payments.
2. In the event that title to the Facility or any part thereof is
transferred from the Agency to the Company at such time in reference to any
taxable status date as to make it impossible to place such Facility or part
thereof on the tax rolls of Suffolk County, the Town of Islip, Connetquot School
District, any existing incorporated village or any village which may be
incorporated after the date hereof, within which the Facility is or may be
wholly or partially located, or appropriate special districts, as the case may
be, by such taxable status date, the Company and the Sublessee, jointly and
severally, hereby agree to pay, at the first time taxes or assessments are due
following the taxable status date on which such Facility or part thereof is
placed on the tax rolls, an amount equal to the taxes or assessments which would
have been levied on such Facility or part thereof had it been on the tax rolls
from the time the Company took title until the date of the tax rolls following
the taxable status date as of which such Facility or part thereof is placed on
the tax rolls. There shall be deducted from such amount any amounts previously
paid pursuant to this Agreement by the Agency, the Company or the Sublessee to
the respective Taxing Authorities relating to any period of time after the date
of transfer of title to the Company. The provisions of this Paragraph 2 shall
survive the termination or expiration of the Lease Agreement. Any rights the
Company or the Sublessee may have against its respective designees are separate
and apart from the terms of this Paragraph 2, and this Paragraph 2 shall survive
any transfer from the Agency to the Company.
3. In the event the Facility or any part thereof is declared to be subject
to taxation for taxes or assessments by an amendment to the Act or other
legislative change or by a final judgment of a court of competent jurisdiction,
the obligations of the Company and the Sublessee hereunder shall, to such
extent, be null and void.
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4. In the event the Company and the Sublessee shall enter into a subsequent
payment in lieu of tax agreement or agreements with respect to the Taxes on the
Facility directly with any or all Taxing Authorities in the jurisdiction of
which the Facility is located, the obligations of the Company and the Sublessee
hereunder, which are inconsistent with such future Agreement or Agreements,
shall be superseded and shall, to such extent, be null and void.
5. As long as this Agreement is in effect, the Agency, the Company and the
Sublessee agree that (i) the Company shall be deemed to be the owner of the
Facility and of the Additional Facilities for purposes of instituting, and shall
have the right to institute, judicial review of an assessment of the real estate
with respect to the Facility and the Additional Facilities pursuant to the
provisions of Article 7 of the Real Property Tax Law or any other applicable
law, as the same may be amended from time to time, and (ii) the Agency shall
request the Assessor of the Town of Islip, or any other assessor having
jurisdiction to assess the Facility, to take into consideration the value of
surrounding properties of like character when assessing the Facility.
Notwithstanding the foregoing, in the event that the assessment of the real
estate with respect to the Facility and the Additional Facilities is reduced as
a result of any such judicial review so that such complaining party would be
entitled to receive a refund or refunds of taxes paid to the respective Taxing
Authorities if such complaining party were the owner of the Facility and the
Additional Facilities, such complaining party shall not be entitled to receive a
refund or refunds of the payments in lieu of taxes paid pursuant to this
Agreement. In that event, such complaining party shall be entitled to receive a
credit against future payments in lieu of taxes and assessments to be paid
pursuant to this Agreement, as and when collected by the Agency or the affected
tax jurisdictions as defined in Section 854 of the General Municipal Law, as
amended, (as the case may be) in an amount equal to any refund that such
complaining party would be entitled to receive if such complaining party were
the owner of the Facility and the Additional Facilities; provided, however, that
the Agency shall have no obligation to provide a credit against any payments in
lieu of taxes or assessments which it has remitted to any of the respective
Taxing Authorities before the date the Agency receives written notice from the
complaining party that it seeks a credit. In no event shall the Agency be
required to remit to the Company, the Sublessee or any Taxing Authority any
moneys otherwise due as a result of a reduction in the assessment of the
Facility (or any part thereof) due to a certiorari review. If the Company or the
Sublessee receive a reduction in assessment in the last year of the Lease
Agreement after they have made their final payments in lieu of taxes, the
Company and the Sublessee acknowledge that they shall look solely to the Taxing
Authorities for repayment or for a credit against the first payment(s) of Taxes
on the Facility which will be due after the Facility is returned to the tax
rolls. The Company and the Sublessee hereby agree that they will notify the
Agency if the Company and/or the Sublessee shall have requested a reassessment
of the Facility or a reduction in the taxes on the Facility or shall have
instituted any tax certiorari proceedings with respect to the Facility. The
Company shall deliver to the Agency copies of all notices, correspondence,
claims, actions and/or proceedings brought by or against the Company and/or the
Sublessee in connection with any reassessment of the Facility, reduction of
taxes with respect to the Facility or tax certiorari proceedings with respect to
the Facility.
6. The Company and the Sublessee, in recognition of the benefits provided
under the terms of this Agreement, including, but not limited to, the formula
for payments in lieu of taxes set forth in Exhibit A hereto, and for as long as
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the Lease Agreement is in effect, expressly waive any rights they may have for
any exemption under Section 485-b of the Real Property Tax Law or any other
exemption under any other law or regulation (except, however, for the exemption
provided by Title I of Article 18-A of the General Municipal Law) with respect
to the Facility. The Company and the Sublessee, however, reserve any such rights
with respect to all special ad valorem levies, special assessments and service
charges levied against the Facility as referred to in paragraph 1(e) and the
Additional Facilities as referred to in paragraph 1(f) and with respect to the
assessment and/or exemption of the Additional Facilities.
7. The Company and the Sublessee recognize and agree that the Agency shall
have the right at its sole discretion to revise and increase the formula for
payments in lieu of taxes (the "Formula"), both retroactively and prospectively,
to be paid by the Company and the Sublessee pursuant to Exhibit A hereto, as set
out below:
(a) If the Company and/or the Sublessee substantially change, modify or
amend its proposed method of operations so as to effect a Substantial Change
within the meaning of Section 7(e) hereof (hereinafter "Substantial Change")
within two years after the provisions of paragraph 1(c) hereof become effective,
then at all times subsequent to the date of Substantial Change, and so long as
this Agreement remains in effect, the Agency shall have the right at its sole
discretion to revise and increase the Formula as set forth on Exhibit A, both
retroactively and prospectively, and the Company and the Sublessee shall pay the
amounts set forth on Exhibit B attached hereto and made a part hereof in lieu
and in place of the amounts set forth on Exhibit A.
(b) If the Company and/or the Sublessee effect a Substantial Change at any
time subsequent to two years after the provisions of paragraph 1(c) become
effective but before the end of three years thereafter, then at all times
subsequent to the date of Substantial Change and so long as this Agreement
remains in effect, the Agency shall have the right at its sole discretion to
revise and increase the Formula as set forth on Exhibit A, both retroactively
and prospectively, and the Company and the Sublessee shall pay the amounts set
forth on Exhibit C attached hereto and made a part hereof in lieu and in place
of the amounts set forth on Exhibit A.
(c) if the Company and/or the Sublessee effect a Substantial Change at any
time subsequent to three years after the provisions of paragraph 1(c) become
effective but before the end of four years thereafter, then at all times
subsequent to the date of Substantial Change and so long as this Agreement
remains in effect, the Agency shall have the right at its sole discretion to
revise and increase the Formula as set forth on Exhibit A, both retroactively
and prospectively, and the Company and the Sublessee shall pay the amounts set
forth on Exhibit D attached hereto and made a part hereof in lieu and in place
of the amounts set forth on Exhibit A.
(d) If the Company and/or the Sublessee effects a Substantial Change at any
time after four years from the date the provisions of paragraph 1(c) hereof
become effective, there shall be no change, either retroactively or
prospectively, in the Formula as set forth on Exhibit A.
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(e) In exercising its reasonable discretion to make the aforesaid
retroactive and prospective changes in the Formula as set forth on Exhibit A,
the Agency shall consider the following circumstances, any one of which may be
deemed to constitute a Substantial Change:
(i) Sale or closure of the Facility and/or departure of the Company and/or
the Sublessee from the Town of Islip.
(ii) Significant employment reductions not reflective of the Company's and
the Sublessee's business cycle and/or local, national and international
economic conditions or the failure of the Sublessee to create or maintain
the number of permanent jobs at the Facility, indicated in the Sublessee's
application submitted to the Agency.
(iii) Any significant deviations from the information and data provided to
the Agency in the Company's and/or the Sublessee's application for
assistance which would constitute a significant diminution of the Company's
and/or the Subiessee's activities in or commitment to the Town of Islip.
(f) The Agency shall notify the Company and the Sublessee in writing of any
increase in the Formula and the effective date(s) and amount(s) of such
increase, retroactive and/or prospective. If the Formula is adjusted so that
increased payments are due for any tax year in which the Company and the
Sublessee has paid less than the full amount then due, the Company and the
Sublessee shall remit such additional sum due to the Agency within 30 days after
delivery of such notice. Notwithstanding anything to the contrary herein, in no
event shall any increase hereunder exceed the amounts calculated pursuant to the
exhibits annexed hereto relating to the time that such Substantial Change
occurred.
8. Except as otherwise provided herein, any notice required to be given
under this Agreement shall be deemed to have been duly given when delivered and,
if delivered by mail, shall be sent by certified mail, postage prepaid, return
receipt requested, addressed to the respective parties hereto at their
respective addresses specified below or such other addresses as either party may
specify in writing to the other:
The Agency:
Town of Islip Industrial Development Agency
00 Xxxxxx Xxxxxx
Xxxxx, Xxx Xxxx 00000
Attention: Administrative Director
The Company:
HPG Realty Co., LLC
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Member
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The Sublessee:
Tri-Start Electronics, Inc.
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Chief Executive Officer
Notice by mail shall be effective when delivered but if not yet delivered shall
be deemed effective at 12:00 p.m. on the third business day after mailing.
9. Failure by the Agency in any instance to insist upon the strict
performance of any one or more of the obligations of the Company and/or the
Sublessee under this Agreement, or to exercise any election herein contained,
shall in no manner be or be deemed to be a waiver by the Agency of any of the
Company's and/or the Sublessee's defaults or breaches hereunder or of any of the
rights and remedies of the Agency by reason of such defaults or breaches, or a
waiver or relinquishment of any or all of the Company's and/or the Sublessee' s
obligations hereunder. No waiver, amendment, release or modification of this
Agreement shall be established by conduct, custom or course of dealing. Further,
no payment by the Company and/or the Sublessee or receipt by the Agency of a
lesser amount than or different manner from the correct amount or manner of
payment due hereunder shall be deemed to be other than a payment on account, nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment be deemed to effect or evidence an accord and satisfaction, and
the Agency may accept any checks or payments as made without prejudice to the
right to recover the balance or pursue any other remedy in this Agreement or
otherwise provided at law or in equity.
10. This Agreement shall become effective as of the first taxable status
date of the Town of Islip after the date the Agency acquires title to the
Facility. All taxes, assessments, special assessments, service charges, special
ad valorem levies or similar tax equivalents due or to become due based upon
prior taxable status dates shall be paid by the Company and the Sublessee when
due. Upon termination of the Lease Agreement and reconveyance of title to the
Facility to the Company, this Agreement shall terminate.
11. Whenever the Company and/or the Sublessee fail to comply with any
provision of this Agreement, the Agency may, but shall not be obligated to, take
whatever action at law or in equity may appear necessary or desirable to collect
the amount then in default or to enforce the performance and observance of the
obligations, agreements and covenants of the Company and the Sublessee under
this Agreement. The Agency agrees to notify the Company and the Sublessee in
writing of any failure by the Company and/or the Sublessee to comply with any
provision of this Agreement within thirty (30) business days after the Agency
becomes aware of such failure and shall provide the Company and/or the Sublessee
with the opportunity to cure such failure within thirty (30) days after receipt
by the Company and the Sublessee of such notice.
12. This Agreement shall he governed by and construed in accordance with
the internal laws of the State of New York.
13. The Company and the Sublessee agree to hold the Agency harmless from
and against any liability arising from any default by the Company and/or the
Sublessee in performing their respective obligations hereunder or any expense
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incurred under this Agreement, including any expenses of the Agency, including
without limitation attorneys' fees.
14. This Agreement may be modified only by written instrument duly executed
by the parties hereto.
15. This Agreement shall be binding upon and inure to the benefit of the
parties, their respective successors, heirs, distributees and assigns.
16. If any provision of this Agreement shall for any reason be held or
adjudged to be invalid or illegal or unenforceable by any court of competent
jurisdiction, such provision so adjudged invalid, illegal or unenforceable shall
be deemed separate, distinct and independent and the remainder of this Agreement
shall be and remain in lull force and effect and shall not be invalidated or
rendered illegal or unenforceable or otherwise affected by such holding or
adjudication.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above,
HPG REALTY CO., LLC
By:
----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Member
TRI-START ELECTRONICS, INC.
By:
----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
TOWN OF ISLIP INDUSTRIAL
DEVELOPMENT AGENCY
By:
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Administrative Director
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EXHIBIT A
Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated village and any village which may be incorporated after the date
hereof, within which the Facility is wholly or partially located), Connetquot
School District and Appropriate Special Districts
Definitions
X = assessment equal to $15,000.
Y = increase in assessment above X resulting from the acquisition, construction
and equipping of the Facility.
Normal Tax Due = Those payments for taxes and assessments, other than special
ad valorem levies, special assessments and service charges
against real property located in the Town of Islip
(including any existing incorporated village or any village
which may be incorporated after the date hereof, within
which the Facility is wholly or partially located) which are
or may be imposed for special improvements or special
district improvements, that the Company and the Sublessee
would pay without exemption.
Payment
Tax Year (following first taxable status date after the election by Company and
the Sublessee, more specifically set forth in paragraph l(c) of this Agreement)
Formula
1 yr. 100% normal tax on X and 0% normal tax on Y
2 100% normal tax on X and 10% normal tax on Y
3 100% normal tax on X and 20% normal tax on Y
4 100% normal tax on X and 30% normal tax on Y
5 100% normal tax on X and 40% normal tax on Y
6 100% normal tax on X and 50% normal tax on Y
7 100% normal tax on X and 60% normal tax on Y
8 100% normal tax on X and 70% normal tax on Y
9 100% normal tax on X and 80% normal tax on Y
10 100% normal tax on X and 90% normal tax on Y
11 and 100% normal tax on X and 100% normal tax on Y
thereafter
EXHIBIT B
Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated village and any village which may be incorporated after the date
hereof, within which the Facility is wholly or partially located), Connetquot
School District and Appropriate Special Districts
Definitions
X = assessment equal to $15,000.
Y = increase in assessment above X resulting from the acquisition, construction
and equipping of the Facility.
Normal Tax Due = Those payments for taxes and assessments, other than special
ad valorem levies, special assessments and service charges
against real property located in the Town of lslip
(including any existing incorporated village or any village
which may be incorporated after the date hereof, within
which the Facility is wholly or partially located) which are
or may be imposed for special improvements or special
district improvements, that the Company and the Sublessee
would pay without exemption.
Payment
Tax Year (following first taxable status date after the election by Company and
the Sublessee, more specifically set forth in paragraph 1(c) of this Agreement)
Formula
1 100% normal tax on X and 50% normal tax on Y
2 100% normal tax on X and 55% normal tax on Y
3 100% normal tax on X and 60% normal tax on Y
4 100% normal tax on X and 65% normal tax on Y
5 100% normal tax on X and 70% normal tax on Y
6 100% normal tax on X and 75% normal tax on Y
7 100% normal tax on X and 80% normal tax on Y
8 100% normal tax on X and 85% normal tax on Y
9 100% normal tax on X and 90% normal tax on Y
10 100% normal tax on X and 95% normal tax on Y
11 and 100% normal tax on X and 100% normal tax on Y
thereafter
EXHIBIT C
Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated village and any village which may be incorporated after the date
hereof, within which the Facility is wholly or partially located), Connetquot
School District and Appropriate Special Districts
Definitions
X = assessment equal to $15,000.
Y = increase in assessment above X resulting from the acquisition, construction
and equipping of the Facility.
Normal Tax Due = Those payments for taxes and assessments, other than special
ad valorem levies, special assessments and service charges
against real property located in the Town of Islip
(including any existing incorporated village or any village
which may be incorporated after the date hereof, within
which the Facility is wholly or partially located) which are
or may be imposed for special improvements or special
district improvements, that the Company and the Sublessee
would pay without exemption.
Payment
Tax Year (following first taxable status date after the election by Company and
the Sublessee, more specifically set forth in Paragraph 1(c) of this Agreement)
Formula
1 100% normal tax on X and 0% normal tax on Y
2 100% normal tax on X and 10% normal tax on Y
3 100% normal tax on X and 40% normal tax on Y
4 100% normal tax on X and 47.50% normal tax on Y
5 100% normal tax on X and 55% normal tax on Y
6 100% normal tax on X and 62.50% normal tax on Y
7 100% normal tax on X and 70% normal tax on Y
8 100% normal tax on X and 77.50% normal tax on Y
9 100% normal tax on X and 85% normal tax on Y
10 100% normal tax on X and 92.50% normal tax on Y
11 and 100% normal tax on X and 100% normal tax on Y
thereafter
EXHIBIT D
Formula for In-Lieu-of-Taxes Payment: Town of Islip (including any existing
incorporated village and any village which may be incorporated after the date
hereof, within which the Facility is wholly or partially located), Conneiquot
School District and Appropriate Special Districts
Definitions
X = assessment equal to $15,000.
Y = increase in assessment above X resulting from the acquisition, construction
and equipping of the Facility.
Normal Tax Due = Those payments for taxes and assessments, other than special
ad valorem levies, special assessments and service charges
against real property located in the Town of Islip
(including any existing Incorporated village or any village
which may be incorporated after the date hereof, within
which the Facility is wholly or partially located) which are
or may be imposed for special improvements or special
district improvements, that the Company and the Sublessee
would pay without exemption.
Payment
Tax Year (following first taxable status date after the election by Company and
the Sublessee, more specifically set forth in paragraph 1(c) of this Agreement)
Formula
1 100% normal tax on X and 0% normal tax on Y
2 100% normal tax on X and 10% normal tax on Y
3 100% normal tax on X and 20% normal tax on Y
4 100% normal tax on X and 38.75% normal tax on Y
5 100% normal tax on X and 47.50% normal tax on Y
6 100% normal tax on X and 56.25% normal tax on Y
7 100% normal tax on X and 65% normal tax on Y
8 100% normal tax on X and 73.75% normal tax on Y
9 100% normal tax on X and 82.50% normal tax on Y
10 100% normal tax on X and 91.25% normal tax on Y
11 and 100% normal tax on X and 100% normal tax on Y
thereafter
EXHIBIT E
Legal Description of Real Property
ALL that certain plot, piece, or parcel of land situate, lying and being in the
Town of Islip, County of Suffolk and State of New York, designated as Tax Lot
002.001 in Block 03.00 Section 105.00 in District 0500 on the Suffolk County Tax
Map, more particularly bounded and described as follows;
BEGINNING at a point on the northerly line of Marconi Avenue (Fifth Street) said
point being 388.00 feet distant westerly as measured along the northerly line of
Marconi Avenue, from the westerly end of a curve having a radius of 30.00 feet
and a length of 47.12 feet connecting the westerly line of Smithtown Avenue and
the northerly line of Marconi Avenue and the proceeding thence from said point
of beginning the following four courses and distances;
RUNNING THENCE south 82 degrees 45 minutes 32 seconds west a distance of 132.00
feet along the northerly line of Marconi Avenue (Fifth Street) to a point;
THENCE north 01 degrees 21 minutes 07 seconds east, a distance 333.75 feet to a
point; THENCE north 82 degrees 45 minutes 32 seconds east, 132.00 feet to a
point;
THENCE south 01 degrees 21 minutes 07 seconds west, 333.75 feet to the point of
place of BEGINNING.
