HARRIS BEACH ATTORNEYS AT LAW

August 15, 2016 99 GARNSEY ROAD

PirrsFoRD, NY 14534 (585) 419-8800

RACHEL BAFtANELLO ENDRESS

DIRECT: (585) 419-8769 FAx: (585) 419-8816 RENDRESS@HARRISBEACH.COM

TO ALL ON THE ATTACHED DISTRIBUTION LIST:

Re: County of Monroe Industrial Development Agency ("COMIDA") Jennifer Lambert and John Sargent 87 North Plymouth Avenue in the City of Rochester, New York

Ladies and Gentlemen:

Enclosed herewith please find a copy of the PILOT Addendum for 87 N. Plymouth Avenue in the City of Rochester, New York (part of the residential project constructed by Plymouth Terrace, LLC), the Application for Real Property Tax Exemption and COMIDA Checklist with respect to the above-captioned matter. Also enclosed for your perusal are copies of the as recorded Deed, as-recorded Assignment and Assumption Agreement and original PILOT Agreement with respect to the Plymouth Terrace, LLC project.

Very truly yours,

RaCILL.0 oupiuSto Rachel Baranello Endress

MJT/lap Enclosures cc: COMIDA

Jennifer Lambert and John Sargent

252562 2888719v1

DISTRIBUTION LIST

Hon. Cheryl Dinolfo, County Executive County Office Building 39 West Main St. Rochester, New York 14614 CERTIFIED MAIL RECEIPT #: 7016 0750 0000 1800 0403

Ms. Lovely Warren, Mayor City Hall, Room 307A 30 Church Street Rochester, New York 14614 CERTIFIED MAIL RECEIPT #: 7016 0750 0000 1800 0427

Mr. Thomas G. Huonker, Assessor City Hall 30 Church Street Rochester, New York 14614 CERTIFIED MAIL RECEIPT #: 7016 0750 0000 1800 0441

Ms. Susan Buck Collector of Fees and Taxes B-3 County Office Building 39 West Main Street Rochester, New York 14614 CERTIFIED MAIL RECEIPT #: 7016 0750 0000 1800 0410

Mr. Randy Webb City Hall, Room 106-A 30 Church Street Rochester, New York 14614 CERTIFIED MAIL RECEIPT #: 7016 0750 0000 1800 0434

Barbara Deane-Williams, Superintendent Rochester City School District 131 West Broad Street Rochester, New York 14614 CERTIFIED MAIL RECEIPT #: 7016 0750 0000 1800 0458

252562 2888719v1

PILOT ADDENDUM (JENNIFER LAMBERT AND JOHN SARGENT)

The City of Rochester's Core Housing Owner Incentive Exemption program ("CHOICE"), approved by Resolution No. 2007-14 of the City Council, offers property tax exemptions for the creation of market-rate owner-occupied residential units in the Center City District. It is the intent of the Rochester City Council to increase the number of owner occupants living in the downtown area.

The County of Monroe Industrial Development Agency (the "Agency") and Plymouth Terrace, LLC (the "Company"), previously entered into a Payment-In-Lieu-Of-Tax Agreement, dated as of July 1, 2011 and an Amended and Restated Payment In Lieu Of Tax Agreement, made as of March 13, 2013 but effective as of February 1, 2012 (as amended, the "PILOT Agreement"), in connection with the Company's residential project (the "Project"), located in the City of Rochester, New York and known as Plymouth Terrace, to make provisions for payments in lieu of real property taxes by the Company to Monroe County, New York and the City of Rochester, New York (together, the "Taxing Jurisdictions").

The Company has since completed the construction and equipping of its Project and is ready to sell each of the residential units. The CHOICE program allows for the continued partial real property tax abatement for each individual unit as long as that unit remains the purchaser's primary residence. The exemption applies only to the increase in assessed value resulting from the Project. The exemption applies to property tax levies of the Taxing Jurisdictions. See the attached Schedule A for a description of the CHOICE program and the exemption schedule.

The below named purchasers hereby certify that the property commonly known as 87 North Plymouth Avenue, Rochester, New York [Tax Account No. 121.220-0001-055.014] is their primary residence and agree to notify the City of Rochester's Bureau of Assessment of any change in occupancy.

[Remainder of Page Intentionally Left Blank]

ti

PILOT Addendum - 1 252562 2867655v1

By:

Jennifer Lambe

The Agency, the Company and the below named purchaser have each executed this Addendum as of the 204 day of July, 2016.

COUNTY OF MONROE INDUSTRIAL DEVELOPMENT AGENCY

Ann L. Burr, Chairman

PLYMOUTH TERRACE, LLC

By: ohn M. Summers, Manager

PURCHASERS OF 87 NORTH PLYMOUTH AVENUE, ROCHESTER, NEW YORK [Tax Account No. 121.220-0001-055.014]

PILOT Addendum - 2 252562 2867655v I

SCHEDULE A

Description of CHOICE Program

[See Attached]

Schedule A 252562 2867655v1

CORE HOUSING OWNER INCENTIVE EXEMPTION - CHOICE

The Core Housing Owner Incentive Exemption (CHOICE) offers property tax exemptions for the creation of market-rate owner-occupied residential units in the Center City District. The intent of the program is to increase the number of owner occupants living in the downtown area. The program was adopted by a resolution approved by the Rochester City Council, and is implemented through the County of Monroe Industrial Development Agency (COMIDA) through a Payment in Lieu of Tax Agreement and sale leaseback arrangement. A copy of COMIDA application is attached. Additional benefits available under from COMIDA may include a sales tax exemption on construction materials and mortgage tax exemptions.

Eligible Area: Center City District

4

Project Qualifications:

Exemption:

Application:

The exemption applies to any new owner occupied unit created from new construction or renovation. The exemption also applies to the conversion from existing residential rental units to owner occupied units. The exemption only applies to the increased in assessed value attributable to the project. If there is minimal or no increase in assessment resulting from the project, the exemption would not likely provide a benefit for the applicant. Every project seeking assistance under this program must use local labor for the construction of new, expanded or renovated facilities (see Appendix B of the COMIDA application).

The exemption applies to the increase in assessed value resulting from the project. The exemption applies to City of Rochester, Rochester City School and County of Monroe property tax levies. The exemption schedule is as follows:

Year of Exemption Exemption 1 90% 2 80% 3 70% 4 60% 5 50% 6 40% 7 30% 8 20% 9 10% 10 0%

Applications must be submitted and approved by COMIDA prior to the commencement of construction. Applications for COMIDA assistance are available at: www.prowmonroe.orip/application.asp or at:

City Place Suite 8100 50 West Main Street Rochester, NY 14614

NYS BOARD OF REAL PROPERTY SERVICES RP-412-a (1/95)

INDUSTRIAL DEVELOPMENT AGENCIES APPLICATION FOR REAL PROPERTY TAX EXEMPTION

(Real Property Tax Law, Section 412-a and General Municipal Law, Section 874)

1. INDUSTRIAL DEVELOPMENT AGENCY (IDA)

Name County of Monroe Industrial Develop. Agency

Street 8100 CityPlace, 50 West Main Street

City Rochester

Telephone no. Day ( 585) 419-8656

Evening ( )

Contact Rachel Baranello Endress

Title Agency Counsel

3. DESCRIPTION OF PARCEL a. Assessment roll description (tax map no.,/roll year)

121.220-0001-055.014

b. Street address 87 North Plymouth Avenue

c. City, Town or Village City of Rochester

2. OCCUPANT (IF OTHER THAN IDA) (If more than one occupant attach separate listing)

Name Jennifer Lambert and John Sargent

Street 87 N. Plymouth Avenue

City Rochester, New York 14608

Telephone no. Day

Evening _( )

Contact

Title Buyers

d. School District Rochester

e. County Monroe

f. Current assessment

g. Deed to IDA (date recorded; fiber and page)

Deed to Buyers recorded w/Monroe County Clerk on July 26, 2016.

4. GENERAL DESCRIPTION OF PROPERTY (if necessary, attach plans or specifications)

a. Brief description (include property use) purchase of 87 North Plymouth Avenue, Rochester, NY

b. Type of construction

c. Square footage

d. Total cost

e. Date construction commenced

f. Projected expiration of exemption (i.e. date when property is no longer possessed, controlled, supervised or under the jurisdiction of IDA)

June 30, 2027

5. SUMMARIZE AGREEMENT (IF ANY) AND METHOD TO BE USED FOR PAYMENTS TO BE MADE TO MUNICIPALITY REGARDLESS OF STATUTORY EXEMPTION

(Attach copy of the agreement or extract of the terms relating to the project).

a. Formula for payment Please see attached document

b. Projected expiration date of agreement June 30, 2027

RP-412-a (1/95) 2

c. Municipal corporations to which payments will d. Person or entity responsible for payment be made

Yes No Name Jennifer Lambert and John Sargent

County Monroe X Title Buyers Town/City Rochester X Village N/A X Address 87 N. Plymouth Avenue School District

Rochester, New York 14608

e. Is the IDA the owner of the property? Yes (circle one) If "No" identify owner and explain IDA rights or interest Telephone in an attached statement. IDA has a leasehold interest in the Plymouth Terrace, LLC residential project,

and Jennifer Lambert and John Sargent own 87 N. Plymouth Avenue. 6. Is the property receiving or has t roperty ever received any other exemption from real property taxation?

(check one) No

If yes, list the statutory exemption reference and assessment roll year on which granted: exemption Section 874 of GM L assessment roll year 2011

7. A copy of this application, including all attachments, has been mailed or delivered on () as

/ /(9 (date) 1 to the chief executive official of each municipality within which the project is located indi ate in Item 3.

CERTIFICATION

1, Rachel Baranello Endress Agency Counsel Name Title

County of Monroe Industrial Development Agency hereby certify that the information Organization

on this application and accompanying papers constitutes a true statement of facts.

7/249 D te Signature

FOR USE BY ASSESSOR

1. Date application filed

2. Applicable taxable status date

3a. Agreement (or extract) date

3b. Projected exemption expiration (year)

4. Assessed valuation of parcel in first year of exemption $

5. Special assessments and special as valorem levies for which the parcel is liable:

Date Assessor's signature

of

DEEDS Index

Return To: BOX 131

Book 11731 Page 267

No. Pages :

Instrument DEED

PLYMOUTH TERRACE LLC

LAMBERT,JENNIFER SARGENT,JOHN

Date : 07/26/2016

Time 02:35:32PM

Control # 201607260712

TT # TT0000020625

Ref 1 #

Employee : RoseM

5.00 10.00 45.00 9.00

116.00 1,340.00

COUNTY FEE TP584 COUNTY FEE NUMBER PAGES RECORDING FEE RP5217 COUNTY FEE RP5217 STATE EQUALIZATION FES STATE FEE TRANSFER TAX

THE CLERKS 317-a(5) & LAW OF THE OR REMOVE.

$335,000.00

$1,340.00

TRANSFER AMT

TRANSFER TAX

MONROE COUNTY CLERK'S OFFICE WARNING - THIS SHEET CONSTITUTES ENDORSEMENT, REQUIRED BY SECTION SECTION 319 OF THE REAL PROPERTY STATE OF NEW YORK. DO NOT DETACH

Total 1,525.00 State of New York

TRANSFER AMT

MONROE COUNTY CLERK'S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT

ROCHESTER, NY

Receipt # 1450446

ADAM J BELLO

MONROE COUNTY CLERK

111111111111111111111111111111111111111111111 M82-201607260712-3

WARRANTY DEED

THIS INDENTURE, made the 071 day of .i Lit , 20

BETWEEN A Plymouth Terrace, LLC, with offices at 1001 Lexington Avenue, Rochester, New York 14606

• .%

Grantor,

and

Jennifer Lambert and John Sargent 1-11)..546e—ef ecfrt, 144e residing at 37 Mildorf Street, Rochester, NY 14609

Grantee,

WITNESSETH, that the Grantor, in consideration of One or more Dollars, paid by the Grantee, hereby releases unto the Grantee, the heirs or successors and assigns of the Grantee forever,

ALL THAT TRACT OR PARCEL OF LAND, situate in the City a Rochester, County of Monroe, and State of New York known as Lot Number 14 of the North Plymouth Terrace Subdivision and being more particularly described on a Subdivision Map titled North Plymouth Terrace Subdivision Map filed in the Monroe County Clerk's Office in Liber 340 of Maps at page 71.

BEING AND HEREBY INTENDING to convey part of the same premises as conveyed to the Grantor by Bargain and Sale Deed dated May 19, 2011 and recorded in the Monroe County Clerk's Office on May 20, 2011 in Liber 10999 of Deeds at page 11.

SUBJECT TO all covenants, easements and restrictions of record and the same deed restrictions recorded in Liber 11110 of Deeds, page 149.

The Grantor reserves the right to dedicate to the City of Rochester all streets and proposed

streets as shown on said map, together with the right to grant and convey any and all

easements, sidewalk easements and easements for public utility purposes as shown on said map.

TAX ACCOUNT NUMBER: TAX MAILING ADDRESS: PROPERTY ADDRESS:

121.22-1-55.014 87 North Plymouth Avenue, Rochester, NY 14614 87 North Plymouth Avenue, City of Rochester, NY Iti it

TOGETHER with the appurtenances and the estate and rights of the Grantor in and to said premises.

NOTARY LIC

TO HAVE AND TO HOLD the premises herein granted unto the Grantee, the heirs or successors and assigns of the Grantee forever.

AND the Grantor covenants as follows:

FIRST. The Grantee shall quietly enjoy the said premises;

SECOND. The Grantor will forever warrant the title to said premises;

This deed is subject to the trust provisions of Section 13 of the Lien Law. The words "Grantor" and "Grantee" shall be construed to read in the plural whenever the sense of this deed so requires.

This conveyance does not represent all of the assets of said company.

IN WITNESS WHEREOF, the Grantor has executed this deed the day and year first above written.

Plymouth Terrace, LLC

By: . Summers, Manager

STATE OF NEW YORK) COUNTY OF MONROE ) ss:

On the 421 day of J , in the year 2016 before me, the undersigned, personally appeared, John M. Sum ers, 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 the instrument, the individual, or the persnpon behalf of which the individual acted, executed the instrument.

Wendy S. Didas Notary Public, State of New York

Qualified in Genesee Count Commission Expires August 29,

COUNTY FEE TP584 MISCELLANEOUS COUNTY FEE COUNTY FEE NUMBER PAGES RECORDING FEE STATE FEE TRANSFER TAX

$ $ $

MONROE COUNTY CLERK'S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT

ROCHESTER, NY

Return To: PLYMOUTH TERRACE LLC 1001 LEXINTON AVENUE ROCHESTER,NY 14606-

Receipt # 1450446

Index DEEDS

Book 11731 Page 270

No. Pages : 3

Instrument ASSIGNMENT OF LEASE

Date : 07/26/2016

Time : 02:36:32M4

Control # 201607260714

TT # TT0000020626

Ref 1 I

Employee : RoseM

5.00 0.00 10.00 45.00 0.00

PLYMOUTH TERRACE LLC

LAMBERT,JENNIFER SARGENT,JOHN

Total

State of New York

MONROE COUNTY CLERK'S OFFICE WARNING - THIS SHEET CONSTITUTES ENDORSEMENT, REQUIRED BY SECTION SECTION 319 OF THE REAL PROPERTY STATE OF NEW YORK. DO NOT DETACH

60.00

THE CLERKS 317 -a(5) & LAW OF THE OR REMOVE.

TRANSFER AMT

TRANSFER AMT $1.00

ADAM J BELLO

MONROE COUNTY CLERK

BIYYIOI1111IIIYIII11IIIIIIIIIIGIIIIA P1182-201607260714-3

ASSIGNMENT AND ASSUMPTION

THIS ASSIGNMENT AND ASSUMPTION, made July 5,2016 (the "Asti*10466'),Qti Z; 36 is by PLYMOUTH TERRACE, LLC, a New York limited liability company wall an address, „ :••• voc of 1001 Lexington Avenue, Rochester, New York 14606 (the "Company" or "Assignor") tO\ - JENNIFER LAMBERT and JOHN SARGENT, individuals residing at 37 Mildorf Street, Rochester, New York 14609 (collectively, the "Assignee").

BACKGROUND:

The County of Monroe Industrial Development Agency, a New York public benefit corporation ("Agency"), is the lessee and the Company is the lessor under a certain lease agreement, dated as of July 1, 2011 (the "Lease Agreement"), a Memorandum of which was recorded with the Monroe County Clerk on July 11, 2011 in Liber 11017 of Deeds, at Page 64; and the Agency is the lessor and the Company is the lessee under a certain leaseback agreement, dated as of July 1, 2011 (the "Leaseback Agreement") a Memorandum of which was recorded with the Monroe County Clerk on July 11, 2011 in Liber 11017 of Deeds, at Page 68; each in connection with a housing project located in the City of Rochester, New York and known as Plymouth Terrace. Assignor desires to assign its interest in, to and under the Lease Agreement and the Leaseback Agreement as they relate to one of the residential units of this project having a street address of 87 North Plymouth Avenue, Rochester, New York [Tax Account No. 121.220-0001-055.014], and Assignee desires to assume Assignor's rights and obligations under the Lease Agreement and Leaseback Agreement as they relate to 87 North Plymouth Avenue, Rochester, New York [Tax Account No. 121.220-0001-055.014].

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Assignment of Lease Agreement. Assignor hereby assigns to Assignee all of Assignor's rights, obligations and interest in, to and under the Lease Agreement as it relates to 87 North Plymouth Avenue, Rochester, New York [Tax Account No. 121.220-0001-055.014].

2. Assignment of Leaseback Agreement. Assignor hereby assigns to Assignee all of Assignor's rights, obligations and interest in, to and under the Leaseback Agreement as it relates to 87 North Plymouth Avenue, Rochester, New York [Tax Account No. 121.220-0001-055.014].

3. No Liability for Assignor. This Assignment is made without warranty or representation of any kind on the part of the Assignor.

4. Certification of Assignee. The undersigned Assignee hereby certifies that the property commonly known as 87 North Plymouth Avenue, Rochester, New York [Tax Account No. 121.220-0001-055.014] is his/her primary residence and agrees to notify the City of Rochester's Bureau of Assessment of any change in occupancy.

252562 2867661vI

ASSIGNOR: PLYMOUTH TERRACE, LLC

M. Summers, Manager

ASSIGNEE: B

JENNIF R LAMBERT

By:

IN WITNESS WHEREOF, the Assignor and Assignee have executed this Assignment as of the day and year first set forth above.

STATE OF NEW YORK ) COUNTY OF MONROE ) ss.:

On the 21 day of July, 2016, before me, the undersigned, a Notary Public in and for said State, personally appeared JOHN M. SUMMERS, 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 the instrument, the individual or trson upon behalf o hich the individual acted, fxeente!fl thigkstrument.

Notaraly State ol New

2

York

QuifiP

ed in Ge9esee Cou9

Commission Expires August ,

STATE OF NEW YORK ) COUNTY OF MONROE ) ss.:

On the 3 day of July, 2016, before me, the undersigned, a Notary Public in and for said State, personally appeared JENNIFER LAMBERT and JOHN SARGENT, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacity, and that by their signatures on the instrument, the individuals or the persons upon behalf of which the individuals acted, executed the instrument.

Notary Public "9

SUSAN J. KYLE Notary Public, State of New York

Wayne County Commission Expires Nov. 15, 201

2 252562 2867661v1

PAYMENT IN LIEU OF TAX AGREEMENT

THIS PAYMENT IN LIEU OF TAX AGREEMENT (the "PILOT Agreement") made as of July 1, 2011, is by and between the COUNTY OF MONROE INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its offices at 8100 CityPlace, 50 West Main Street, Rochester, New York 14614 (the "Agency") and PLYMOUTH TERRACE, LLC, a limited liability company formed and existing under the laws of the State of New York with offices at 1001 Lexington Avenue, Rochester, New York 14606 (the "Company").

WITNESSETH:

WHEREAS, the Agency was created by Chapter 55 of the Laws of 1972 of the State of New York pursuant to Title I of Article 18A of the General Municipal Law of the State of New York (collectively, the "Act") as a body corporate and politic and as a public benefit corporation of the State of New York; and

• WHEREAS, the. Agency has agreed to acquire an interest in a parcel of land located at 116 West Main Street in the City of Rochester, County of Monroe and State of New York, more particularly described in Exhibit A attached hereto, and to assist in the construction and equipping of 24 attached row houses thereon (the "Facility"), a description of which is annexed hereto as Exhibit B); and related site work, for lease to certain as-yet unknown owner occupants; each owner occupant will be required to execute an addendum to this PILOT Agreement substantially in the form attached hereto as Exhibit C; and

WHEREAS, the Agency has agreed to lease the Facility to the Company; 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 and improvements owned by it; and •

WHEREAS, the Facility meets the criteria of the City of Rochester Choice Tax Abatement Policy pursuant to City of Rochester Resolution No. 2007-14, a copy of which is annexed hereto and made a part hereof, and

WHEREAS, the Agency and the Company deem it necessary and proper to enter into an agreement making provisions for payments in lieu of taxes by the Company to the County of Monroe, the City of Rochester and the Rochester City School District (collectively, the "Taxing Jurisdictions"),

NOW, THEREFORE, in consideration of the Agency providing the Facility and in consideration of the covenants herein contained, it is mutually agreed as follows:

1. (a) City of Rochester. Choice Tax Abatement Policy. As long as the Facility is leased by the Agency and leased back to the Company, the Company agrees to pay, annually to the Taxing Jurisdictions as a payment in lieu of taxes, an amount equal to 100% of the taxes, service charges, special ad valorem levies, special assessments and improvement district

charges or similar tax equivalents, less the percentages of exemption set forth on the schedule below, with respect to taxes and special ad valorem levies on that portion of the Facility within the description contained in paragraph 5 of Section 485-b (notwithstanding that the procedural steps to obtain an exemption may not have been complied with) which would be levied upon or with respect to the Facility by the Taxing Jurisdictions if the Facility were owned by the Company and not by the Agency, following next applicable tax status date:

YEARS OF PERCENTAGE OF EXEMPTION EXEMPTION

1 90% 2 80% 3 70% 4 60% 5 50% 6 40% 7 30% 8 20% 9 10%

10 • 0%

provided however, that the Company need not comply with procedures to obtain such exemption as provided in the New York Real Property Tax Law, and provided further that the Company and/or the Agency, at the request of the Company, shall do all things necessary and shall make application and follow such procedures to obtain such exemption to the extent that the Company shall determind necessary.

Further, provided that:

(i) The payments required hereunder for any non-compliance shall be paid by the Company to any and all affected taxing jurisdictions whether or not billed.

(ii) The tax benefits provided for herein shall be deemed to commence in the first year in which the Company receives any tax benefits relative to the Facility, whether under this PILOT Agreement, another agreement, or any statutory exemption. In no event shall the Company be entitled to receive tax benefits relative to the Facility for more than ten (10) consecutive years. The Company agrees that it will not seek any tax exemption for the Facility which would provide benefits for more than ten (10) consecutive years.

(b) Special district charges, unless otherwise exempt, and Monroe County Pure Waters charges are to be paid in full in accordance with normal billing practices.

(c) The Company shall pay, within the applicable grace period and without penalty, the amounts set forth in Paragraphs 1(a) and 1(b) hereof applicable to taxes, special ad valorem levies, special assessments or similar tax equivalents, less the percentages of exemption on similar property subject to taxation by the Taxing Jurisdictions, as appropriate.

2 252562 1$76186,2

2. In the event that the Facility is transferred from the Agency to the Company, and the Company is ineligible for a continued tax exemption under some other tax incentive program, or the exemption is less than that described in Paragraph 1(a) herein, the Company agrees to pay no later than the next tax lien date, (plus any applicable grace period) to each of the Taxing Jurisdictions, an amount equal to the taxes and assessments which would have been levied on the Facility if the Facility had been classified as fully taxable as of the date of transfer or loss of eligibility of all or a portion of the exemption described herein. Notwithstanding anything contained herein to the contrary, in the event that title to the Facility, or any portion thereof, is transferred from the Agency to1116 Company or any person or entity not otherwise entitled to an exemption from taxation (collectively with the Company, the "Transferee") such that the Facility, or portion thereof, is subject to immediate assessment and taxation and is taxed pro rata for the unexpired portion of any fiscal year during which said transfer of title to the Transferee occurred pursuant to the provisions of Section. 520 of the New York Real Property Tax Law, any amounts payable or made, as the ease may be, pursuant to this PILOT Agreement by the Company to the respective Taxing Jurisdictions shall be reduced or refunded, as the case may be, in accordance with 10 Op, Off. Real Property Services 87 (1999), by the amount of taxes required to be paid pursuant to such Section 520 with respect to the fiscal year during which said transfer of title to the Transferee occurred, The provisions of the immediately preceding sentence shall survive the termination or expiration of the leaseback agreement entered into between the Agency and Company, dated as of the date hereof (the "Leaseback Agreement").

• 3. The Company shall have all of the rights and remedies of a taxpayer with respect to any tax, service charge, special benefit, ad valorem levy, assessment, or special assessment or service charge in lieu of which the Company is obligated to make a payment pursuant to this PILOT Agreement.

4, The Company shall have all of the rights and remedies of a taxpayer with respect to any proposed assessment or change in assessment with respect to the Facility by any of the Taxing Jurisdictions and likewise shall be entitled to protest before and be heard by the appropriate assessors or Board of Assessment Review, and shall be entitled to take any and all appropriate appeals or initiate any proceedings to review the validity or amount of any assessment or the validity or amount of any tax equivalent provided for herein.

5. To the extent the Facility is declared to be subject to taxation or assessment by an amendment to the Act, other legislative change, or by final judgment of a Court of competent jurisdiction, the obligations of the Company hereunder shall, to such extent, be null and void.

6. It is understood and agreed that, should the Company be obligated to pay to any Taxing Jurisdiction any amounts in the nature of general taxes, general assessments, service charges, or governmental charges of a similar nature, with respect to the interest of the Agency or the Company, or their respective successors and assigns, in the Facility, or the occupancy of the Facility by the Company (but not including, by way of example, (1) special assessments, special ad valorem levies or governmental charges in the nature of utility charges, including, but not limited to, water, solid waste, sewage treatment, or sewer or other rents, rates and charges; (ii) sales taxes and recording taxes; (iii) income taxes of the Company) the Company's obligation to such Taxing Jurisdiction hereunder shall be reduced by the amount of such

3 252562 1576266.2

amounts in the nature of general taxes, general assessments, service charges, or other governmental charges of a similar nature which the Company shall be so obligated to pay. The Company shall give the respective Taxing Jurisdictions thirty (30) days' prior written notice of its intention to claim any credit pursuant to the provisions of this Section 6, if practicable.

• 7. If the Company enters into any written agreement with any Taxing• Jurisdiction

providing for payments in lieu of taxes by the Company to any or all of them, so much of this PILOT Agreement as relates to the Taxing Jurisdiction with which the Company has entered into said written agreement shall be automatically modified to reflect the terms of any such written agreement, and any such written agreement shall be deemed to be incorporated herein by reference and made a part hereof as an amendment or modification hereof. Should the Company receive any exemption from any of the Taxing Jurisdictions, this PILOT Agreement shall automatically be modified to reflect the extent of such exemption.

8. If payments are not made as provided for herein, the Taxing Jurisdictions, individually or collectively, shall be entitled to pursue any and all remedies afforded them at law or in equity.

• 9. No portion of any interest in this PILOT Agreement may be .assigned by the Company, nor shall any person other than the Company be entitled to succeed to or otherwise obtain any benefits of the Company hereunder without the prior written consent of the Agency.

[Remainder of Page Intentionally Left Blank]

mm131016.2

DEVELOPMENT AGENCY

Title: Executive. Director

M. Summers ager

IN WITNESS WIIEREOF;thetrarties hereto have executed this PILOT Agreement as , pf. the day .and yearlirst above written,

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363.$62I$761,6.3 •I ••• 5

Egipith,

Project Addresses

Address Tax Man Parcel # •

21 North Plymouth 121.220-0001-055.024 27 North Plymouth 121.220-0001-055.023 33 North Plymouth 121,220-0001-055.022

121.220-0001-055.021 39 North Plymouth 45 North Plymouth . 121.220-0001-055,020

121.220-0001,-055.019 51 North Plymouth 57 North Plymouth 121.220.0001-055.018 63 North Plymouth 121.2200001-055.017 69 North Plymouth 121.220-0001-055.016 75 North Plymouth 121.220-0001-051.015

121.220-0001-055.014 ' 87 North Plymouth ' 93 North Plymouth 121;220-0001-055013 99 North Plymouth 121,220-0001-055.012 •

105 North Plymouth 121.220-0001-055.011 111 North Plymouth 121.22070001-055.010 117 North Plymouth 121.220-0001-055.009 123 North Plymouth 121.220-0001-055.008 129 North Plymouth 121.220-0001-055:007 135 North Plymouth 121.220-0001-055.006

-141 North PlYtiouth ' 121.220-0001-055,005 147 North Plymouth 121.220-0001-055.004 153 North Plymouth . 121.220-0001455.003 159 North Plymouth 121.220-0001-055.002 165 North Plymouth 121.220-0001-055.001

A-1 •

Exhibit B

Description of the Project and Facility

The "Facility" consists of: (A) the acquisition of a leasehold or other interest in a certain approximately 1.50-acre parcel of land known as 116 Main Street in the City of Rochester, New York (the "Land"); (B) the construction on the Land of 24 attached row houses, each house to be two stories high and to contain 3 bedrooms, a master suite, 2-1/2 baths, living room, dining room, kitchen, Hill basement together with a detached garage (the "Improvements"); (C) the acquisition and installation of various machinery and equipment (the "Equipment" and, together with the Land and the Improvements, the "Facility").

B-1

Exhibit C

PILOT ADDENDUM ([PURCHASER'S NAME])

The City of Rochester's Core Housing Owner Incentive Exemption program ("CHOICE"), approved by Resolution No. 2007.14 of the City Counsel, offers property tax exemptions for the creation of market-rate owner-occupied residential units in the Center City District. It is the Intent of the Rochester City Counsel to increase the number of owner occupants living in the downtown area.

The County of Monroe Industrial Development Agency (the "Agency") and Plymouth Terrace, LLC (the "Company"), previously entered into a Payment-In-Lieu-Of-Tax Agreement, dated as of July 1, 2011 (the "PILOT Agreement") in connection with the Company's residential project (the "Project"), located at 116 West Main Street in the City of Rochester, New York and known as [Plymouth Terrace], to make provisions for payments in lieu of real property taxes to the Company to Monroe County, New York and the City of Rochester, New York (the "Taxing Jurisdictions").

The Company has since completed the construction and equipping of its Project and is ready to sell each of the residential units. The CHOICE program allows for the continued partial real property tax abatement for each individual condominium unit as long as that unit remains the purchaser's primary residence. The exemption applies only to the increase in assessed value resulting from the Project. The exemption applies to property tax levies of the Taxing Jurisdictions, See the attached $chedule A for a description of the CHOICE program and the exemption schedule.

The below named purchaser hereby certifies that the property commonly known as Unit # [Tax Account No. 1 of [Plymouth Terrace] is his/her primary residence and agrees to notify the City of Rochester's BureaU of Assessment of any change in occupancy.

The Agency, the Company and the below named purchaser have each executed this Addendum as of the day of , 20

COUNTY OF MONROE INDUSTRIAL DEVELOPMENT AGENCY

By: Judy A. Sell, Executive Director

PLYMOUTH TERRACE, LLC

By: John M. Summers, Manager

[PURCHASER]

By;

Purchaser of Unit # having Tax Account No.

PILOT Addendum