TOWN OF SCITUATE UP; DEVEOPMEN’ TAX. ILIZATION At MENT AGREEMENT made this__day of January, 2016, by and between the TOWN OF SCITUATE (“Scituate”), and BMP, LLC (“BMP”) [and PARAMOUNT DEVELOPMENT GROUP (“PDG”)] WHEREAS, BMP [and PDG] own certain real property located in Scituate, to wit, the Hope Mill Property, more particularly described as AP 3, Lot 8; and, AP 5, Lots 1, 58, 69, 114 (“Mill Property”); and, WHEREAS, the Mill Property is subject to taxation by Scituate; and, WHEREAS, Scituate is due approximately $533,000 in outstanding real estate taxes (including tangible taxes associated with a former occupant at the Mill Property); and, WHEREAS, Scituate filed a post-petition administrative claim in the ‘matter, LaBonte v. NE Development, RI, LLC, P.M. 2010-4650 (“LaBonte Receivership”) for approximately $55,000; and, WHEREAS, BMP [and PDG] desires] to develop the Mill Property into, inter alia, workforce housing and other residential uses; and, WHEREAS, Scituate and BMP [and PDG] desire to settle and resolve all outstanding real estate tax liabilities concerning the Mill Property.NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual promises and covenants herein made, each of the parties hereto agree as follows: 1. Ten (10) Year Tax Treaty. For a period of ten (10) years beginning with the real estate and personal property taxes assessed as of December 31, 2015 (tax year 2016) and continuing on and through the real estate and personal property taxes to be assessed as of December 31, 2025 (tax year 2026), Scituate shall charge BMP [and PDG] and BMP [and PDG] shall pay real estate taxes based on the requirements set forth in RIGL § 44-5-13.11. This ten-year period shall be referred to as the il term.” [For example, if the potential gross annual rental income in 2016 is $612,000 per year for 60 units (assuming an average rent of $850 per month per unit), the annual real estate tax due is $48,960, or 8% of that gross annual rental income.] 2. Renewal of ‘en (10) Year Tax Treaty: The Tax Treaty outlined in paragraph 1, above, absent any default on the part of BMP [and PDG], shall be automatically renewed for an additional five (5) years at the expiration of the initial ten-year term. This shall be referred to as the “additional term.” 3. Wait ituate’s Administrative Claim in Bonte Receivership:Scituate shall grant BMP [and PDG] a waiver of Scituate’s administrative claim filed in the LaBonte Receivership so long as neither BMP [nor PDG] defaults on any obligation set forth in this Agreement. This waiver shall be credited to BMP [and PDG] as of December 31* in the first full calendar year that development occurs at the Mill Property. 4. Graduated waiver of Scituate’s outstanding Real Estate Tax Scituate shall grant BMP [and PDG] a waiver of Scituate’s administrative claim filed in the LaBonte Receivership so long as neither BMP [nor PDG] defaults on any obligation set forth in this Agreement, ‘The waiver shall be graduated based on the table set forth below: Tax Year Amount of Waiver 2016 $53,300 2017 $53,300 2018 $53,300 2019 $53,300 2020 $53,300 2021 $53,300 2022 $53,300 2023 $53,300 2024 $53,300 2025 $53,300 In the event that BMP [and/or PDG] defaults under the terms of this Agreement, then any waiver is void and the entire outstanding balance (after giving BMP [and PDG] credit for any year that a waiverhas been granted) of Scituate’s then-unpaid tax lien shall be immediately due and owned to Scituate.Said lien shall be considered a super-priority lien in any federal bankruptey or state receivership proceeding to which the Mill Property is subject. Events of Default: The occurrence or existence of any one of more of the following, during either the initial ten-year term or during the five-year additional term, will constitute an “Event of Default” under this Agreement: a. BMP [and/or PDG] fails to pay when due, real estate taxes assessed on the Mill Property; ». BMP [and/or PDG} fails to pay when due, any amount due and owing to Scituate, except real estate taxes as set forth in sub-paragraph a, above: c. BMP [and/or PDG} fails to observe or perform any covenant, obligation, condition or term of this Agreement, and such failure shall continue for ten (10) days after Scituate notifies BMP [and/or PDG] of such failure, except payment of real estate taxes as set forth in sub- paragraph a, above; 4. Any representation made by BMP [and/or PDG] to Scituate in this ‘Agreement that is false, incorrect, incomplete or misleading in any material respect when made; e. BMP [and/or PDG] becomes insolvent, or unable to pay its debts as they mature, or shall commence bankruptcy proceedings, includi receivership proceedings, with respect to its assets or liabi £, BMP [and/or PDG] sells, transfers, or assigns the Mill Property to another entity. 6. Additional Property or Improvements. The parties agree and understand that the taxes addressed by this Agreement include only real estate property taxes for the specific parcels identified above as the Mill Property. Any improvements to any other propertythat may be acquired by BMP [and/or PDG] during the term of this Agreement, including the initial term and the additional term, shall not be covered by the terms of this Agreement, In addition, this Agreement only covers rental units constructed at the Mill Property, and does not include such other residential units (i.e. condominiums or ‘multi-family units) that may be constructed by BMP [and/or PDG] at the Mill Property (or future-acquired, adjoining properties), which shall not be subject to the terms and conditions of this Agreement. + Te ination. ‘The initial term of this Agreement shall end on December 31, 2025. ‘Thereafter, this Agreement shall terminate on December 31, 2029, at the expiration of the additional (five-year) term. 8. Effective Date upon issuance of Certificate of Occupancy: Notwithstanding any term or representation set forth herein, this Agreement shall be deemed effective and operable as of the date that BMP [or PDG] obtains a Certificate of Occupancy for the residential units being constructed in the development proposal. 9. Mis us. A. This Agreement shall be governed by and consirued in accordance with the laws of the State of Rhode Island, B. This Agreement constitutes the entire agreement among the parties and supersedes any prior communications, written and oral, with respect to all 5‘matters pertaining thereto. This Agreement shall not be modified or amended except by an instrument in writing signed by the parties hereto. C. Alllnotices, requests, demands and other communications hereunder shall be deemed to have been duly given if hand delivered or if sent by prepaid registered or certified mail or by a recognized overnight delivery service to the parties hereto at the following addresses: For BMP [and/or PDG]: For Scituate: (1) President, Scituate Town Council, 195 Danielson Pike, North Scituate, RI 02857; (2) Town Clerk, Town of Scituate, 195 Danielson Pike, North Scituate, RI 02857; and (3) Gotham & Gorham, Inc., Town Solicitor, 25 Danielson Pike, North Scituate, RI 02857. Any party hereto may change its address for notice purposes by providing notice in accordance with this provision. Any notice, demand, or other ‘communication shall be deemed given and effective as of the date of delivery by hand, or upon the fifth day following mailing. D. This Agreement constitutes a valid and binding agreement of the parties hereto, enforceable in accordance with its terms, E. This Agreement may be enforced as a contract directly in the Superior Court of the State of Rhode Island, without the necessity of the filing of any administrative appeals or the exercise of any other administrative remedies by BMP [and/or PDG] or the Town,F, This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same instrument. [THIS SPACE INTENTIALLY LEFT BLANK]IN WITNESS WHEREOF, the parties have hereunto cause these presents to be executed on this day of January, 2016, by their duly authorized representatives. Executed in presence of: TOWN OF SCITUATE By: Charles A. Collins, ir. Town Couneil President BMP, LLC By: PARAMOUNT DEVELOPMENT GROUP By: bServeTown of itmetCouncl Maire MilTax Agreemet [Rev 012-16]