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2008, pursuant to which it was agreed that the HDFC would "bear legal title and record
ownership" in the Subject Property, and that the Limited Partnership would hold all the
“equitable title and beneficial ownership interest” in the Subject Property. The Limited
Partnership has joined with the HDFC in submitting the Exemption Application because
the Limited Partnership holds an equitable interest in the Subject Property.
Acquisition by HCA of Limited Partnership Interests. At the inception of the Project,
the Limited Partnership was comprised of a General Partner, the HDFC, which held a
.01% interest in the Limited Partnership, and a limited partner, Key Community
Development Corporation ("Key"), which held a 99.99% interest in the Limited
Partnership. Pursuant to a Limited Partner Interest Purchase Agreement dated as of
December 31, 2025, Key transferred its 99.99% interest in the Limited Partnership to
HCA of dated as of December 31, 2025. Accordingly, HCA, a New York nonprofit
corporation that is exempt from federal income tax under section 501(c)(3) of the Internal
Revenue Code, became the sole owner and partner of the Limited Partnership effective
December 31, 2025.
Commonality of Management and Control, The HDFC, as holder of legal title to the
Subject Property, and the Limited Partnership, as holder of the equitable title to the
Subject Property, are under common management and control by HCA, which is the sole
Member of the HDFC and sole Limited Partner of the Limited Partnership.
Charitable Purposes and Nonprofit Status of Limited Partnership. The Amended
Limited Partnership Agreement currently provides that the general character and purpose
of the Partnership shall be to operate housing that the Partnership owns in a manner that
furthers charitable purposes by providing decent, safe, sanitary and affordable housing
for low-income elderly and operate as specified in Section, 501(c)(3) of the Code; no part
of the net income, net earnings or assets of the Partnership shall inure to the benefit or
profit of any individual, or any partner, firm, corporation, association or entity that is not
operated exclusively for religious, charitable, scientific, literary or educational purposes.
10. Summary & Request for Exemption from Real Property Taxes. The Subject Property
should be deemed fully exempt from real property taxation pursuant to Real Property Tax
Law §420-a for the following reasons: legal title to the Subject Property is owned by the
HDFC, a tax-exempt entity that is organized and conducted exclusively for charitable
purposes; equitable title to the Subject Property is owned by the Limited Partnership,
which operates exclusively for charitable purposes, of which the HDFC is general partner
and HCA (the HDFC's sole member) is the sole limited partner; there is commonality of
management of the HDFC and Limited Partnership in that both are managed and
controlled by HCA, which is the sole Member of the HDFC and sole limited partner of
the Limited Partnership; the Subject Property is used exclusively for carrying out
charitable purposes of providing housing to very low income elderly or disabled persons;
the Subject Property is subject to the Regulatory Agreements requiring that the
apartments comprising the Subject Property be rented at below-market rates to very low
income elderly or disabled persons; no pecuniary profit, apart from reasonable
compensation, inures to the benefit of any officers, members, or employees of the HDFC,
the Limited Partnership, or HCA; upon dissolution of the HDFC and Limited Partnership,
the Subject Property will not be conveyed or distributed to any individual or organization
created or operated for profit.