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FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023
NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024
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EXHIBIT "A
FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023
NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024
CIVIL COURT OF THE CITY OF NEW YORK
COUNTY OF KINGS: COMMERCIAL PART
__---.-...-.---.------..---,...-.x
PULASKI DEVELOPMENT LLC, :
Landlord-Petitioner, : L&T Index No. 100134-KLT-2016
- against - :
BUSHWICK ECONOMIC DEVELOPMENT : STIPULATION OF
CORP. : SETTLEMENT
466 Pulaski Street, 468 Pulaski Street, 470 :
Pulaski Street, and 474 Pulaski Street a/k/a 476 :
Pulaski Street :
Brooklyn, New York 11221 :
Including the entire premises, all common areas, :
the land and all portions of the premises thereat, :
including but not limited to: all eight (8) :
apartments at the premises known as and :
located at 466 Pulaski Street, Brooklyn, NY :
a/k/a Block 1599, Lot 28, Kings County; all :
eight (8) apartments at the premises known as :
and located at 468 Pulaski Street, Brooklyn, NY :
a/k/a Block 1599, Lot 29, Kings County; all
thirty (30) apartments at the premises known as :
and located at 470 Pulaski Street, Brooklyn, NY :
a/k/a Block 1599, Lot 30, Kings County; and all :
twelve (12) apartments at the premises known :
as and located at 474 Pulaski Street a/k/a 476 :
Pulaski Street, Brooklyn, NY a/k/a Block 1599, :
Lot 32, Kings County, :
Tenant-Respondent.
.__-----.....-------__._.--..____.---Ç
WHEREAS, Landlord-Petitioner, Pulaski Development LLC ("Pulaski Development").
and Tenant-Respondent, Bushwick Economic Development Corp. ("BEDCO"), entered into
Lease Agreements dated October 2007 and March 2009 (as modified) (collectively, the "Pulaski
Lease"), pursuant to which BEDCO leased the premises at 466 Pulaski Street, 468 Pulaski Street,
470 Pulaski Street and 474 Pulaski Street a/k/a 476 Pulaski Street, Brooklyn, New York 11221
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(collectively, the "Pulaski Premises") from Pulaski Development for a term expiring on June 30,
2020;
WHEREAS, Marcy Tower LLC ("Marcy Tower") and BEDCO entered into a Lease
Agreement dated May 25, 2007 (as modified) (the "Marcy Lease"), pursuant to which BEDCO
lemed the premises at 652 Park Avenue, Brooklyn, New York 11206 (the "Marcy Premises")
from Marcy Tower for a term expiring on June 30, 2017;
WHEREAS, Pulaski Development and Marcy Tower are alleged to have common
ownership;
WHEREAS, on December 14, 2016, Pulaski Development commenced this proceeding
as a result of BEDCO's alleged failure to pay certain base rent and additional rent due and owing
under the Pulaski Lease;
WHEREAS, on December 14, 2016, Marcy Tower commenced a summary nonpayment
proceeding, entitled Marcy Tower LLC v. Bushwick Economic Development Corp., L&T Index
No. 100133-KLT-2016 (Civ. Ct. Kings Co.) (the "Marcy Nonpayment Proceeding"), as a result
of BEDCO's alleged failure to pay certain base rent and additional rent due and owing under the
Marcy Lease;
WHEREAS, Pulaski Development and Marcy Tower claim that there is currently due and
owing from BEDCO over $6 million in base rent and additional rent under the Pulaski Lease and
the Marcy Lease;
WHEREAS, on or about May 3, 2017, BEDCO filed a motion for summary judgment in
this proceeding (the "BEDCO Summary Judgment Motion");
WHEREAS, on cr about June 7, 2017, Pulaski Development filed a motion for judgment
in this proceeding (the 'Pulaski Motion For Judgment") and Marcy Tower filed a motion for
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judgment in the Marcy Nonpayment Pmceeding (the "Marcy Motion For Judgment") as a result
of BEDCO's alleged failure to make court-ordered use and occupancy payments in those
proceedings;
WHEREAS, on or about March 31, 2017, BEDCO filed an action seeking a Yellowstone
injunction against Pulaski Development, entitled Businvick Economic Development Corp. v.
Pulaski Development LLC, Index No. 506498/2017 (Sup. Ct. Kings Co.) (the "Pulaski
Yellowstone Action"), and an action seeking a Yellowstone injunction against Marcy Tower,
entitled Bushwick Economic Development Corp. v. Marcy Tower LLC, Index No. 506490/2017
(Sup. Ct. Kings Co.) (the "Marcy Yellowstone Action");
WHEREAS, the parties hereto and Marcy Tower have agreed to settle this proceeding.
the Marcy Nonpayment Proceeding, the Pulaski Yellowstone Action and the Marey Yellowstone
Action (collectively, the "Litigation"); and
WHEREAS, simultaneously with the execution and delivery of this Stipulation of
Settlement, Marcy Tower and BEDCO are entering into a stipulation of settlement in the Marcy
Nonpayment Proceeding (the "Marcy Stipulation of Settlement").
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between
the parties hereto that the Litigation be, and the same is hereby, settled upon the following terms
and conditions, and upon the terms and conditions in the Marcy Stipulation of Settlement:
1. BEDCO consents to the jurisdiction of this Court.
2. The BEDCO Summary Judgment Motion and the Pulaski Motion for Judgment
shall be withdrawn simultaneously upon BEDCO's provision of executed assignment of
payments documents. In the event that the assignment of payments documents are not approved,
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BEDCO shall sign such commercially reasonable documents provided by Pulaski Development
or Marcy Tower necessary for approval of the assignment.
3. The Pulaski Lease has terminated as of June 30, 2017 and BEDCO has quit,
vacated, surrendered and terminated its occupancy of the Pulaski Premises on June 30, 2017.
BEDCO has surrendered possession of the Pulaski Premises to Pulaski Development on or
before June 30, 2017, and a new servicing provider is now renting the Pulaski Premises.
4. BEDCO hereby relinquishes all claim to any furniture, fixtures and equipment,
stock in trade, personal property and rubbish from the Pulaski Premises. If any improvements,
alterations and additions, fumiture, fixtures and equipment, stock in trade, personal property or
rubbish has not been removed from the Pulaski Premises, Pulaski Development, at its option,
may treat the same as having been irrevocably abandoned, in which event BEDCO shall have no
further ñght, title or interest therein and Pulaski Development may remove same from the
Pulaski Premises, disposing of them in any way in which Pulaski Development sees fit to do.
5. (a) BEDCO shall pay Pulaski Development $1,800,000.00 on or before
November 1, 2017. Such payment shall be made to Pulaski Development by the Finance Office
of the Department of Social Services/Depmtment of Homeless Services ("DSS/DHS") through
an assignment of funds due or to become due to BEDCO fmm DSS/DFIS. In that regard,
simultaneously with the execution and delivery of this Stipulation of Settlement, BEDCO and
Pulaski Development shall sign and submit to DSS/DHS Assignment of Payments documents
substantially in the form attached hereto as Exhibit A (four Assignments of Payments
representing four BEDCO contracts with DSS/DHS). Pulaski Development will remit to
BEDCO any money that Pulaski Development receives from DSS/DHS pursuant to the
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Assignment of Payments documents in excess of $1,800,000.00 by remitting any money paid for
each of the four assignments in excess of $450,000.00 per assignment.
(b) BEDCO represents and warrants as follows: DSS/DHS owes BEDCO
more than, but at least, $1.8 million, exclusive of BEDCO's assignment to ENY PLAZA, LLC of
Funds due BEDCO by DSS/DHS and any money that may be owed to DSS/DHS by BEDCO
(the "Owed Funds") with regard to the various premises owned or operated by BEDCO.
BEDCO has not assigned its right, title and interest in the Owed Funds to any other person or
entity and is fully authorized to assign the Owed Funds as described in paragraph 5(a) above.
(c) In the event that Pulaski Development does not receive payment of the
sum of $1,800,000.00 described in paragraph 5(a) above on or before November 1, 2017,
BEDCO consents to the entry of judgment in this proceeding against BEDCO and in favor of
Pulaski Development for the sum of $1,800,000,00, less any portion of that sum received on or
before November 1, 2017 by Pulaski Development after notice of default to BEDCO's counsel
whereupon BEDCO may cure the default within ten (10) days.
6. (a) In addition to the payment described in paragraph 5(a) above, BEDCO
shall pay Pulaski Development $400,000.00, together with interest at the rate of five percent
(5%) per annum from July 1, 2017, in 60 equal monthly installments of $7,881.83 each, payable
on the first day of each month commencing with July 1, 2018 through and including June, 2023.
In that regard, simultaneously with the execution and delivery of this Stipulation of Settlement,
BEDCO shall sign a promissory note (the "Promissory Note") substantially in the form attached
hereto as Exhibit B.
(b) In the event that BEDCO sells, or otherwise ceases to be the owner of, 629
Chauncey Street. Brooklyn, NY, then upon the occurrence of any such event, BEDCO shall
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immediately provide written notification of the occurrence of such event to Pulaski Development
at 341 Wallabout Street, Brooklyn, NY 1I206 and the principal amount then remaining unpaid of
the Promissory Note shall be immediately due and payable. BEDCO assigns to Pulaski
Development funds due or to become due to BEDCO from the closing of any sale or other
transfer of 629 Chauncey Street, Brooklyn, NY in an amount equal to the amount outstanding
under the Promissory Note at the time of such closing.
(c) with the execution and delivery of this Stipulation of
Simultaneously
Settlement, Frank Boswell, in his capacity as Executive Director of BEDCO, shall sign before a
notary public an Affidavit For Confession Of Judgment, substantially in the form attached hereto
as Exhibit C, as security for the payment obligations of BEDCO under the Promissory Note. For
so long as any portion of the Promissory Note remains unpaid, BEDCO, by its Executive
Director, will execute a new Affidavit For Confession Of Judgment, substantially in the form
attached hereto as Exhibit C, every three years following the date of this Stipulation of
Settlement for the amount of the Promissory Note that remains unpaid. The Affidavit For
Confession Of Judgment shall be held in escrow by Carter Ledyard & Milburn LLP and may be
filed by Pulaski Development with the Supreme Court of the State ofNew York, County of
Kings in the event of a default under the Promissory Note after notice of default to BEDCO's
counsel whereupon BEDCO may cure any default within ten (10) days. In the event of a default
under the Promissory Note, Pulaski Development may provide written notice to Carter Ledyard
& Milburn LLP, as Escrow Agent, specifying the default. Carter Ledyard & Milburn LLP is
authorized upon receipt of said notice to release the Affidavit For Confession Of Judgment, a
Judgment Confession substantially in the form attached hereto as Exhibit C, and any further
By
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enabling or supporting documents as may be necessary for filing said judgment in the Supreme
Court of the State of New York, County of Kings.
7. Simultaneously with the execution and delivery of this Stipulation ofSettlement,
and approval of the assignment of payments set forth in the Pulaski Stipulation, the parties shall
cause the Pulaski Yellowstone Action to be dismissed with prejudice by executing a Stipulation
of Discontinuance With Prejudice substantially in the form attached hereto as Exhibit D, which
BEDCO shall then proceed to file with the Supreme Court of the State of New York, County of
Kings.
8. The parties waive, with prejudice, any right each may have (i) to appeal from any
judgment to be entered pursuant to this Stipulation of Settlement, or (ii) to seek a stay, or
otherwise delay issuance or enforcement, of any judgment to be entered pursuant to this
Stipulation of Settlement
9. The terms of the Marcy Stipulation of Settlement are incorporated herein so that a
default under one stipulation shall constitute a default under both.
10. Each party represents and warrants that it has dealt with no broker in connection
with this transaction. Each party hereby indemnifies and agrees to hold the other harmless from
attorneys'
all cost, expense or liability (including, without limitation, reasonable fees and
disbursements) which the non-breaching party may incur as a result of a breach of this
representation and warranty.
11. BEDCO represents and warrants that: (a) BEDCO has not done anything or
suffered anything to be done whereby the Pulaski Lease or any interest therein has been or shall
be assigned, mortgaged, pledged, encumbered or otherwise transferred; and (b) that BEDCO
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waives any claim to all fixtures, personal paperty, equipment, fumiture and furnishings located
in the Pulaski Premises.
12, This Stipulation of Settlement will only become effective upon the approval of the
Assignment of Payments by the City of New York and DSS/DHS,
13. Except for the obligations as set forth herein, the parties release each
hereby
other, their officers, agents, employees, successors and assigns from all claims relating to the
Pulaski Lease from the beginning of time to date.
I4. This Stipulation of Settlement may not be modified orally.
15. This Stipulation of Settlement shall be binding upon the parties hereto, and the
successors ordered."
and assigns of the respective parties hereto, whether or not it is "so
16. This Court shall retain jurisdiction over this proceeding for purposes of enforcing
this Stipulation of Settlement.
17. This Stipulation of Settlement may be executed in any number of counterparts,
each of which shall constitute an original and all of which, when taken together, shall constitute a
single instrument and single agreement Facsimile or electronic signatures may be deemed
originals for the purpose of this Stipulation of Settlement.
Dated: New York, New York
October 2017
PULASKI D EL LLC CARTER LEDYARD & MILBURN LLP
Attorneys for Landlonf-Petitioner
Pulaski Development LLC
By: Two Wall Street
-
Name: Solomon Kapelyus New New York 10005
Title: (21 732-
By:
scha hapiro, Esq.
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Dated: New York, w York
_, 2017
PULASKI DEVELOPMENT LLC CARTER LEDYARD & MILBURN LLP
Attomeys for Landloud-Petitioner
Pulaski Development LLC
By: Two Wall Street
Name: New York, New York 10005
Title: (212) 732-3200
By"
Alan Lewis, Esq.
BUSHWICK ECONOMIC CORNICELLO, TENDLER &
DEV . BAUMEL-CORNICELLO, LLP
Attomeys for Tenant-Respondent
Bushwick Economic Development Corp.
By· 208
Two Wall
Street, Floor
Name: New York, New York 10005
Title: (212) 994-0260
By
d Bftendler, Esq. "
SO ORDERED:
Judge of the Civil Court
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Assignment qf Pqments: Bushwick Ecaramic Development Corporation to 'daski Deeelapatent LLC
(Contract Registrattan Number(g) CT 10712016141648?. Blagle Adults #1 Hotel contreet)
ASSIGNMENT OF PAYMENTS
MR VALUE RECEIVED, Bushwick Economic Development Corp. ("the
Assignor"), hereby assigns to Pulaski Development LLC ("the Assignee"), the sum of
$1,800,000.00 as part of the hase rent and additional rent
currently owed to the Assignee
and to Marcy Tower LLC for the period from May 2015 through June 2017 pursuant to
the Lease Agreements dated October 2007 and March 2009 between the Assignee and the
Assignor (as modified) and the Lease Agreement dated May 25, 2007 between Marcy
Tower LLC and the Assignar (as modified) (collectively, "the Leases"), in accordance
with the Assignor's contract number CT 107120161416487, Single Adults #1 Hotel
contract.
It is expressly understood and agreed that the Assignor hereby authorizes,
empowers, and directs the Finance Office of the Department of Social Services/
Departmat of Homeless Services to pay to the Assignee 5450,000.00 of the money or
moneys due to the Assignor after loan recoupment by virtue of contract number CT
107120161416487, Single Adults #1 Hotel contract.
It is further expressly understood and agreed by the Assignor and the Assignee
that this Assignment is without prejudice for Assignee's claims of rent and additional
rents not provided for herein.
It is further expressly understood and agreed by the Assignor and the Assignee
that this Assignment shall be null and void without the written consent of the
Administrator/Commissioner of the Department, which consent is provided for below.
It is father expressly understood and agreed by the Assignor and the Assignee
that this Assignment shall be binding upon their respective successors and amigm.
It in finally expressly understood and agreed by the Assignor and the Assignee
that this Assignment shall be governed by, and construed and enforced in accordance
with, the laws ofthe State of New York.
This Assignment shall be governed by New York State law and both parties
waive trial by jury with respect to any action commenced seeking enforcement of this
Assignment.
This Assignment may be signed in counterparts, and all signed counterparts taken
together shall constitute the entire Assignment. Facsimile and/or e-mailed signatures shall
have the same force and effect as originals thereof.
The Assignee's right to receive payment from the City of New York as described
above is subject to any claim or any right of action the City of New York may have
against the Assignor arising out of performance, non-performance, negligent acts of
commission or omission, or willful acts including claims or actions for overpayments.
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Assigmment of Payments: Barhwich Economic Developmart Corporation to Pulaski Develguent LLC
(Contract Registration Narnber(s) CT 107l20161416487, Single Adults M1 Hotel contntct)
IN WITNESS WHEREOF, the Assignor has duly executed this Assignment, on
this /gA day of Oc to be , 2017.
ASSIGNEE: SI
By: By:
Title: p T& o
Assignment Consented to:
DEPARTMENT OF SOCIAL SERVICES
DEPARTMENT OF HOMELESS SERVICES
By:
Title:
BBtSdiOS
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Assigmnent q(Pqame: Bumbelch Roanon r Derate peanr Caparation to Palaski Derek pment LLC
(Contract Registratian Neunber(4 m be antipard Single Aduhr US Hold contac0
ASSIGNMENT OF PAYMENTS
FOR VALUE RECEIVED, Bushwick Beanomic Development Corp. ("the
Assignor"), hereby assigns to Pulaski Development LLC ("the Assignee"), the sum of
51,800,000,00 as part of the base rent and additional nmt carently owed to the Assignee
and to Marcy Tower LLC for the period fmm May 2015 thmugh June 2017 pasuant to
the Lease Agreements dated October 2007 and March 2009 between the Assignee and the
Assignor (as modified) and the Lease Agreement dated May 25, 2007 between Marcy
Tower LLC and the Assignor (as modified) (collectively, "the Leases"), in accordance
with the Single Adults #3 Hotel contract, which provided services in 2 Hotels from
October 6, 2016 to April 5, 2017 (Marriet LaGuardia and Red Lion Inn).
It is expressly understood and agreed that the Assignor hereby authorizes,
empowers, and directs the Finance Oflice of the Department of Social Services/
Department of Homeless Services to pay to the Assignee 5450,000.00 ofthe money or
moneys due to the Assignor after loan recoupment by virtue of the Single Adults #3
Hotel contract, which provided services in 2 Hotels tom October 6, 2016 to April 5,
2017 (Marriot LaGuardia and Red Lion Inn),
It is further expressly 1mdaratood and agreed by the Assignor and the Assignee
that this Assignment is without prejudice for Assig
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FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 " EXHIBIT "A FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 CIVIL COURT OF THE CITY OF NEW YORK COUNTY OF KINGS: COMMERCIAL PART __---.-...-.---.------..---,...-.x PULASKI DEVELOPMENT LLC, : Landlord-Petitioner, : L&T Index No. 100134-KLT-2016 - against - : BUSHWICK ECONOMIC DEVELOPMENT : STIPULATION OF CORP. : SETTLEMENT 466 Pulaski Street, 468 Pulaski Street, 470 : Pulaski Street, and 474 Pulaski Street a/k/a 476 : Pulaski Street : Brooklyn, New York 11221 : Including the entire premises, all common areas, : the land and all portions of the premises thereat, : including but not limited to: all eight (8) : apartments at the premises known as and : located at 466 Pulaski Street, Brooklyn, NY : a/k/a Block 1599, Lot 28, Kings County; all : eight (8) apartments at the premises known as : and located at 468 Pulaski Street, Brooklyn, NY : a/k/a Block 1599, Lot 29, Kings County; all thirty (30) apartments at the premises known as : and located at 470 Pulaski Street, Brooklyn, NY : a/k/a Block 1599, Lot 30, Kings County; and all : twelve (12) apartments at the premises known : as and located at 474 Pulaski Street a/k/a 476 : Pulaski Street, Brooklyn, NY a/k/a Block 1599, : Lot 32, Kings County, : Tenant-Respondent. .__-----.....-------__._.--..____.---Ç WHEREAS, Landlord-Petitioner, Pulaski Development LLC ("Pulaski Development"). and Tenant-Respondent, Bushwick Economic Development Corp. ("BEDCO"), entered into Lease Agreements dated October 2007 and March 2009 (as modified) (collectively, the "Pulaski Lease"), pursuant to which BEDCO leased the premises at 466 Pulaski Street, 468 Pulaski Street, 470 Pulaski Street and 474 Pulaski Street a/k/a 476 Pulaski Street, Brooklyn, New York 11221 FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 . RECEIVED NYSCEF: 01/12/2024 (collectively, the "Pulaski Premises") from Pulaski Development for a term expiring on June 30, 2020; WHEREAS, Marcy Tower LLC ("Marcy Tower") and BEDCO entered into a Lease Agreement dated May 25, 2007 (as modified) (the "Marcy Lease"), pursuant to which BEDCO lemed the premises at 652 Park Avenue, Brooklyn, New York 11206 (the "Marcy Premises") from Marcy Tower for a term expiring on June 30, 2017; WHEREAS, Pulaski Development and Marcy Tower are alleged to have common ownership; WHEREAS, on December 14, 2016, Pulaski Development commenced this proceeding as a result of BEDCO's alleged failure to pay certain base rent and additional rent due and owing under the Pulaski Lease; WHEREAS, on December 14, 2016, Marcy Tower commenced a summary nonpayment proceeding, entitled Marcy Tower LLC v. Bushwick Economic Development Corp., L&T Index No. 100133-KLT-2016 (Civ. Ct. Kings Co.) (the "Marcy Nonpayment Proceeding"), as a result of BEDCO's alleged failure to pay certain base rent and additional rent due and owing under the Marcy Lease; WHEREAS, Pulaski Development and Marcy Tower claim that there is currently due and owing from BEDCO over $6 million in base rent and additional rent under the Pulaski Lease and the Marcy Lease; WHEREAS, on or about May 3, 2017, BEDCO filed a motion for summary judgment in this proceeding (the "BEDCO Summary Judgment Motion"); WHEREAS, on cr about June 7, 2017, Pulaski Development filed a motion for judgment in this proceeding (the 'Pulaski Motion For Judgment") and Marcy Tower filed a motion for -2- swm n FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 judgment in the Marcy Nonpayment Pmceeding (the "Marcy Motion For Judgment") as a result of BEDCO's alleged failure to make court-ordered use and occupancy payments in those proceedings; WHEREAS, on or about March 31, 2017, BEDCO filed an action seeking a Yellowstone injunction against Pulaski Development, entitled Businvick Economic Development Corp. v. Pulaski Development LLC, Index No. 506498/2017 (Sup. Ct. Kings Co.) (the "Pulaski Yellowstone Action"), and an action seeking a Yellowstone injunction against Marcy Tower, entitled Bushwick Economic Development Corp. v. Marcy Tower LLC, Index No. 506490/2017 (Sup. Ct. Kings Co.) (the "Marcy Yellowstone Action"); WHEREAS, the parties hereto and Marcy Tower have agreed to settle this proceeding. the Marcy Nonpayment Proceeding, the Pulaski Yellowstone Action and the Marey Yellowstone Action (collectively, the "Litigation"); and WHEREAS, simultaneously with the execution and delivery of this Stipulation of Settlement, Marcy Tower and BEDCO are entering into a stipulation of settlement in the Marcy Nonpayment Proceeding (the "Marcy Stipulation of Settlement"). NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the parties hereto that the Litigation be, and the same is hereby, settled upon the following terms and conditions, and upon the terms and conditions in the Marcy Stipulation of Settlement: 1. BEDCO consents to the jurisdiction of this Court. 2. The BEDCO Summary Judgment Motion and the Pulaski Motion for Judgment shall be withdrawn simultaneously upon BEDCO's provision of executed assignment of payments documents. In the event that the assignment of payments documents are not approved, -3- FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 BEDCO shall sign such commercially reasonable documents provided by Pulaski Development or Marcy Tower necessary for approval of the assignment. 3. The Pulaski Lease has terminated as of June 30, 2017 and BEDCO has quit, vacated, surrendered and terminated its occupancy of the Pulaski Premises on June 30, 2017. BEDCO has surrendered possession of the Pulaski Premises to Pulaski Development on or before June 30, 2017, and a new servicing provider is now renting the Pulaski Premises. 4. BEDCO hereby relinquishes all claim to any furniture, fixtures and equipment, stock in trade, personal property and rubbish from the Pulaski Premises. If any improvements, alterations and additions, fumiture, fixtures and equipment, stock in trade, personal property or rubbish has not been removed from the Pulaski Premises, Pulaski Development, at its option, may treat the same as having been irrevocably abandoned, in which event BEDCO shall have no further ñght, title or interest therein and Pulaski Development may remove same from the Pulaski Premises, disposing of them in any way in which Pulaski Development sees fit to do. 5. (a) BEDCO shall pay Pulaski Development $1,800,000.00 on or before November 1, 2017. Such payment shall be made to Pulaski Development by the Finance Office of the Department of Social Services/Depmtment of Homeless Services ("DSS/DHS") through an assignment of funds due or to become due to BEDCO fmm DSS/DFIS. In that regard, simultaneously with the execution and delivery of this Stipulation of Settlement, BEDCO and Pulaski Development shall sign and submit to DSS/DHS Assignment of Payments documents substantially in the form attached hereto as Exhibit A (four Assignments of Payments representing four BEDCO contracts with DSS/DHS). Pulaski Development will remit to BEDCO any money that Pulaski Development receives from DSS/DHS pursuant to the .4- FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 Assignment of Payments documents in excess of $1,800,000.00 by remitting any money paid for each of the four assignments in excess of $450,000.00 per assignment. (b) BEDCO represents and warrants as follows: DSS/DHS owes BEDCO more than, but at least, $1.8 million, exclusive of BEDCO's assignment to ENY PLAZA, LLC of Funds due BEDCO by DSS/DHS and any money that may be owed to DSS/DHS by BEDCO (the "Owed Funds") with regard to the various premises owned or operated by BEDCO. BEDCO has not assigned its right, title and interest in the Owed Funds to any other person or entity and is fully authorized to assign the Owed Funds as described in paragraph 5(a) above. (c) In the event that Pulaski Development does not receive payment of the sum of $1,800,000.00 described in paragraph 5(a) above on or before November 1, 2017, BEDCO consents to the entry of judgment in this proceeding against BEDCO and in favor of Pulaski Development for the sum of $1,800,000,00, less any portion of that sum received on or before November 1, 2017 by Pulaski Development after notice of default to BEDCO's counsel whereupon BEDCO may cure the default within ten (10) days. 6. (a) In addition to the payment described in paragraph 5(a) above, BEDCO shall pay Pulaski Development $400,000.00, together with interest at the rate of five percent (5%) per annum from July 1, 2017, in 60 equal monthly installments of $7,881.83 each, payable on the first day of each month commencing with July 1, 2018 through and including June, 2023. In that regard, simultaneously with the execution and delivery of this Stipulation of Settlement, BEDCO shall sign a promissory note (the "Promissory Note") substantially in the form attached hereto as Exhibit B. (b) In the event that BEDCO sells, or otherwise ceases to be the owner of, 629 Chauncey Street. Brooklyn, NY, then upon the occurrence of any such event, BEDCO shall -5- FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 immediately provide written notification of the occurrence of such event to Pulaski Development at 341 Wallabout Street, Brooklyn, NY 1I206 and the principal amount then remaining unpaid of the Promissory Note shall be immediately due and payable. BEDCO assigns to Pulaski Development funds due or to become due to BEDCO from the closing of any sale or other transfer of 629 Chauncey Street, Brooklyn, NY in an amount equal to the amount outstanding under the Promissory Note at the time of such closing. (c) with the execution and delivery of this Stipulation of Simultaneously Settlement, Frank Boswell, in his capacity as Executive Director of BEDCO, shall sign before a notary public an Affidavit For Confession Of Judgment, substantially in the form attached hereto as Exhibit C, as security for the payment obligations of BEDCO under the Promissory Note. For so long as any portion of the Promissory Note remains unpaid, BEDCO, by its Executive Director, will execute a new Affidavit For Confession Of Judgment, substantially in the form attached hereto as Exhibit C, every three years following the date of this Stipulation of Settlement for the amount of the Promissory Note that remains unpaid. The Affidavit For Confession Of Judgment shall be held in escrow by Carter Ledyard & Milburn LLP and may be filed by Pulaski Development with the Supreme Court of the State ofNew York, County of Kings in the event of a default under the Promissory Note after notice of default to BEDCO's counsel whereupon BEDCO may cure any default within ten (10) days. In the event of a default under the Promissory Note, Pulaski Development may provide written notice to Carter Ledyard & Milburn LLP, as Escrow Agent, specifying the default. Carter Ledyard & Milburn LLP is authorized upon receipt of said notice to release the Affidavit For Confession Of Judgment, a Judgment Confession substantially in the form attached hereto as Exhibit C, and any further By -6- 79946td13 FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 enabling or supporting documents as may be necessary for filing said judgment in the Supreme Court of the State of New York, County of Kings. 7. Simultaneously with the execution and delivery of this Stipulation ofSettlement, and approval of the assignment of payments set forth in the Pulaski Stipulation, the parties shall cause the Pulaski Yellowstone Action to be dismissed with prejudice by executing a Stipulation of Discontinuance With Prejudice substantially in the form attached hereto as Exhibit D, which BEDCO shall then proceed to file with the Supreme Court of the State of New York, County of Kings. 8. The parties waive, with prejudice, any right each may have (i) to appeal from any judgment to be entered pursuant to this Stipulation of Settlement, or (ii) to seek a stay, or otherwise delay issuance or enforcement, of any judgment to be entered pursuant to this Stipulation of Settlement 9. The terms of the Marcy Stipulation of Settlement are incorporated herein so that a default under one stipulation shall constitute a default under both. 10. Each party represents and warrants that it has dealt with no broker in connection with this transaction. Each party hereby indemnifies and agrees to hold the other harmless from attorneys' all cost, expense or liability (including, without limitation, reasonable fees and disbursements) which the non-breaching party may incur as a result of a breach of this representation and warranty. 11. BEDCO represents and warrants that: (a) BEDCO has not done anything or suffered anything to be done whereby the Pulaski Lease or any interest therein has been or shall be assigned, mortgaged, pledged, encumbered or otherwise transferred; and (b) that BEDCO -7- FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 waives any claim to all fixtures, personal paperty, equipment, fumiture and furnishings located in the Pulaski Premises. 12, This Stipulation of Settlement will only become effective upon the approval of the Assignment of Payments by the City of New York and DSS/DHS, 13. Except for the obligations as set forth herein, the parties release each hereby other, their officers, agents, employees, successors and assigns from all claims relating to the Pulaski Lease from the beginning of time to date. I4. This Stipulation of Settlement may not be modified orally. 15. This Stipulation of Settlement shall be binding upon the parties hereto, and the successors ordered." and assigns of the respective parties hereto, whether or not it is "so 16. This Court shall retain jurisdiction over this proceeding for purposes of enforcing this Stipulation of Settlement. 17. This Stipulation of Settlement may be executed in any number of counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute a single instrument and single agreement Facsimile or electronic signatures may be deemed originals for the purpose of this Stipulation of Settlement. Dated: New York, New York October 2017 PULASKI D EL LLC CARTER LEDYARD & MILBURN LLP Attorneys for Landlonf-Petitioner Pulaski Development LLC By: Two Wall Street - Name: Solomon Kapelyus New New York 10005 Title: (21 732- By: scha hapiro, Esq. -8- FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 Dated: New York, w York _, 2017 PULASKI DEVELOPMENT LLC CARTER LEDYARD & MILBURN LLP Attomeys for Landloud-Petitioner Pulaski Development LLC By: Two Wall Street Name: New York, New York 10005 Title: (212) 732-3200 By" Alan Lewis, Esq. BUSHWICK ECONOMIC CORNICELLO, TENDLER & DEV . BAUMEL-CORNICELLO, LLP Attomeys for Tenant-Respondent Bushwick Economic Development Corp. By· 208 Two Wall Street, Floor Name: New York, New York 10005 Title: (212) 994-0260 By d Bftendler, Esq. " SO ORDERED: Judge of the Civil Court -9- waunt.irspam 7t1 FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 Assignment qf Pqments: Bushwick Ecaramic Development Corporation to 'daski Deeelapatent LLC (Contract Registrattan Number(g) CT 10712016141648?. Blagle Adults #1 Hotel contreet) ASSIGNMENT OF PAYMENTS MR VALUE RECEIVED, Bushwick Economic Development Corp. ("the Assignor"), hereby assigns to Pulaski Development LLC ("the Assignee"), the sum of $1,800,000.00 as part of the hase rent and additional rent currently owed to the Assignee and to Marcy Tower LLC for the period from May 2015 through June 2017 pursuant to the Lease Agreements dated October 2007 and March 2009 between the Assignee and the Assignor (as modified) and the Lease Agreement dated May 25, 2007 between Marcy Tower LLC and the Assignar (as modified) (collectively, "the Leases"), in accordance with the Assignor's contract number CT 107120161416487, Single Adults #1 Hotel contract. It is expressly understood and agreed that the Assignor hereby authorizes, empowers, and directs the Finance Office of the Department of Social Services/ Departmat of Homeless Services to pay to the Assignee 5450,000.00 of the money or moneys due to the Assignor after loan recoupment by virtue of contract number CT 107120161416487, Single Adults #1 Hotel contract. It is further expressly understood and agreed by the Assignor and the Assignee that this Assignment is without prejudice for Assignee's claims of rent and additional rents not provided for herein. It is further expressly understood and agreed by the Assignor and the Assignee that this Assignment shall be null and void without the written consent of the Administrator/Commissioner of the Department, which consent is provided for below. It is father expressly understood and agreed by the Assignor and the Assignee that this Assignment shall be binding upon their respective successors and amigm. It in finally expressly understood and agreed by the Assignor and the Assignee that this Assignment shall be governed by, and construed and enforced in accordance with, the laws ofthe State of New York. This Assignment shall be governed by New York State law and both parties waive trial by jury with respect to any action commenced seeking enforcement of this Assignment. This Assignment may be signed in counterparts, and all signed counterparts taken together shall constitute the entire Assignment. Facsimile and/or e-mailed signatures shall have the same force and effect as originals thereof. The Assignee's right to receive payment from the City of New York as described above is subject to any claim or any right of action the City of New York may have against the Assignor arising out of performance, non-performance, negligent acts of commission or omission, or willful acts including claims or actions for overpayments. FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 Assigmment of Payments: Barhwich Economic Developmart Corporation to Pulaski Develguent LLC (Contract Registration Narnber(s) CT 107l20161416487, Single Adults M1 Hotel contntct) IN WITNESS WHEREOF, the Assignor has duly executed this Assignment, on this /gA day of Oc to be , 2017. ASSIGNEE: SI By: By: Title: p T& o Assignment Consented to: DEPARTMENT OF SOCIAL SERVICES DEPARTMENT OF HOMELESS SERVICES By: Title: BBtSdiOS FILED: KINGS COUNTY CLERK 01/12/2024 03:55 PM INDEX NO. 535839/2023 NYSCEF DOC. NO. 14 RECEIVED NYSCEF: 01/12/2024 Assigmnent q(Pqame: Bumbelch Roanon r Derate peanr Caparation to Palaski Derek pment LLC (Contract Registratian Neunber(4 m be antipard Single Aduhr US Hold contac0 ASSIGNMENT OF PAYMENTS FOR VALUE RECEIVED, Bushwick Beanomic Development Corp. ("the Assignor"), hereby assigns to Pulaski Development LLC ("the Assignee"), the sum of 51,800,000,00 as part of the base rent and additional nmt carently owed to the Assignee and to Marcy Tower LLC for the period fmm May 2015 thmugh June 2017 pasuant to the Lease Agreements dated October 2007 and March 2009 between the Assignee and the Assignor (as modified) and the Lease Agreement dated May 25, 2007 between Marcy Tower LLC and the Assignor (as modified) (collectively, "the Leases"), in accordance with the Single Adults #3 Hotel contract, which provided services in 2 Hotels from October 6, 2016 to April 5, 2017 (Marriet LaGuardia and Red Lion Inn). It is expressly understood and agreed that the Assignor hereby authorizes, empowers, and directs the Finance Oflice of the Department of Social Services/ Department of Homeless Services to pay to the Assignee 5450,000.00 ofthe money or moneys due to the Assignor after loan recoupment by virtue of the Single Adults #3 Hotel contract, which provided services in 2 Hotels tom October 6, 2016 to April 5, 2017 (Marriot LaGuardia and Red Lion Inn), It is further expressly 1mdaratood and agreed by the Assignor and the Assignee that this Assignment is without prejudice for Assig