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picture1_Agreement Sample 201694 | Adirondack Community Development Purchase Agreement 3 23 21


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File: Agreement Sample 201694 | Adirondack Community Development Purchase Agreement 3 23 21
purchase agreement 360 state street hudson ny this purchase agreement this agreement is entered into by and between hudson city school district seller and adirondack community development llc a delaware ...

icon picture PDF Filetype PDF | Posted on 10 Feb 2023 | 2 years ago
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                                                     PURCHASE AGREEMENT 
                  
                                               360 STATE STREET (HUDSON, NY) 
                  
                         This PURCHASE AGREEMENT (this “Agreement”) is entered into by and between 
                 HUDSON CITY SCHOOL DISTRICT(“Seller”), and ADIRONDACK COMMUNITY 
                 DEVELOPMENT LLC, a Delaware limited liability company and/or its permitted assigns 
                 (“Purchaser”). 
                  
                                                              RECITALS: 
                  
                         WHEREAS, Seller is the owner of approximately 5.3 acres of land located at 360 State 
                 Street, Hudson, New York 12534 (“Total Tract”); and 
                  
                         WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from 
                 Seller the parcel identified by City of Hudson Tax ID# 110.37-1-1 as shown on Exhibit “A”, upon 
                 the following conditions and agreements. 
                  
                                                            AGREEMENT: 
                  
                         NOW, THEREFORE, in consideration of  the Premises, the mutual covenants, 
                 agreements and obligations set forth herein, and other good and valuable consideration, the receipt 
                 and sufficiency of which are acknowledged and confirmed, Seller and Purchaser do hereby agree 
                 as follows: 
                  
                                                              ARTICLE I 
                                                       SALE AND PURCHASE 
                  
                         1.1     Property.  (a)  Property.  Upon and subject to the terms and conditions hereinafter 
                 set forth, and for the consideration described herein, Purchaser agrees to purchase from Seller, and 
                 Seller agrees to sell to Purchaser, the real property containing approximately 5.3  acres and 
                 consisting of certain real property located at 360 State Street, Hudson, New York 12534, and being 
                 the real property more particularly described on Exhibit “A” attached hereto and incorporated 
                 herein by reference for all purposes, together with all rights, ways, privileges and appurtenances 
                 pertaining thereto, including any right, title and interest of Seller in and to any streets, alleys or 
                 rights-of-way adjoining said real property, any and all improvements located on said real property 
                 except as reserved below (collectively, “Property”).   
                  
                         (b)     “As Is” Condition. The Property will be acquired in “as is” condition as of condition 
                 as of the date of execution of this Agreement by Seller and Purchaser. At Closing, Seller shall 
                 convey the Property to Purchaser, with good and indefeasible fee simple title, free and clear of all 
                 encumbrances and conditions except any conditions and exceptions permitted by Purchaser.   
                  
                                                                   -1- 
                  
                  
                         1.2     Insufficiency of Legal Description.  Seller and Purchaser acknowledge that the 
                 legal description contained in this Agreement technically may not be, or is not, legally sufficient 
                 for purposes of supporting an action for specific performance or other enforcement of this 
                 Agreement. As such, Seller and Purchaser confirm unto one another that, notwithstanding such 
                 insufficiency (or potential insufficiency), and as a matter of mutual economic efficiency, they 
                 desire to proceed under this Agreement to create a legally sufficient description of the Property 
                 through the preparation of a Survey thereof in the manner required hereby. Furthermore, Seller 
                 and Purchaser agree that: (a) they are experienced in transactions of the nature provided for in this 
                 Agreement; (b) that, in fact, they specifically are familiar with the Property that is the subject of 
                 this  Agreement, including its location and dimensions; (c) except for the description of the 
                 Property attached hereto, there is no better description of the Property available to the parties at 
                 this time; and (d) each hereby waive any claim it may have with respect to the legal sufficiency of 
                 the description of the Property that is the subject of this Agreement. Upon completion of the 
                 Survey, the legal description contained therein shall, without further action by the parties hereto, 
                 be incorporated automatically into this Agreement as Exhibit “A” thereto.  Survey to be certified 
                 to all parties hereto.   
                  
                                                             ARTICLE II 
                                                         PURCHASE PRICE 
                  
                         2.1     Purchase Price.  The Purchase Price for the Property (“Purchase Price”) shall be 
                 Three Million and 00/100 U.S. Dollars ($3,000,000.00).  The Purchase Price shall be payable in 
                 immediately available funds at Closing.          
                  
                                                             ARTICLE III 
                                                         EARNEST MONEY 
                  
                         3.1     Earnest Money Deposit.  The Earnest Money Deposit shall be $50,000, and shall 
                 be payable in two (2) installments, as follows: within three (3) Business Days after the Effective 
                 Date (as defined below), Purchaser shall deliver to Whitbeck Benedict & Smith LLP, 436 Union 
                 Street, Hudson, New York 12534, attention: Virginia Bennett, email: vbenedict@wbsllp.com , 
                 (“Escrow Agent”), $25,000 to be held in escrow by Escrow Agent pursuant to the terms of this 
                 Agreement and any related escrow agreement consistent with the terms and provisions of this 
                 Contact that the Escrow Agent may reasonably require, to assure prompt observance of this 
                 Agreement by Purchaser (“First Deposit”).  Provided Purchaser does not terminate this Agreement 
                 prior to expiration of the Feasibility Period (as defined below), within three (3) Business Days 
                 after expiration of the Feasibility Period, Purchaser shall deliver to Escrow  Agent  $25,000 
                 (“Second Deposit”). The term “Deposit” shall mean the First Deposit and the Second Deposit. The 
                 Deposit shall be credited to the Purchase Price at Closing. 
                  
                         3.2     Nonrefundable.  Notwithstanding anything contained herein to the contrary,  
                 provided Purchaser does not terminate this Agreement on or before expiration of the Feasibility 
                 Period (as defined below) the First Deposit and the Second Deposit shall be nonrefundable to 
                                                                   -2- 
                  
                  
                 Purchaser upon the later to occur of (i) the expiration of the Zoning and Due Diligence Period or 
                 (ii) upon such time that the Property shall have been rezoned to either R-4 or R-3 and otherwise 
                 permit the construction of 230 multifamily apartment units (the “Rezoning”).  
                  
                                                             ARTICLE IV 
                                                           TITLE STATUS 
                  
                         4.1     Title Commitment.  Purchaser shall deliver, or shall cause to be delivered, to Seller 
                 within ninety (90) Business Days after the Effective Date, a Commitment for Title Insurance 
                 (“Commitment”), together with copies of all instruments and documents referred to on Schedule 
                 B as exceptions to title to the Property (“Exception Documents”), in the amount of the Purchase 
                 Price, in favor of Purchaser, pursuant to which the Title Company agrees, subject to the provisions 
                 thereof, to issue at Closing an Owner Policy of Title Insurance (“Owner Policy”) to Purchaser. 
                 The Commitment will initially cover the Total Tract, and upon receipt of a legal description of the 
                 Property, shall be amended accordingly. 
                  
                 Old Republic National Title Insurance Company, 530 South Main Street, Suite 1031, Akron, Ohio 
                 44311, Attention: Lori DiTomaso, Vice-President, Email: lditomaso@oldrepublictitle.com, T: 
                 330.436.6134 (“Title Company”), shall serve as the Title Company for the transaction 
                 contemplated in this Agreement.  
                  
                         4.2     Review of Title Commitment.  The review of the Commitment shall be governed 
                 by the following: 
                  
                                 (a)     Purchaser Obligations.  Purchaser shall have thirty (30) Business Days after 
                         the latest to be received of: (i) the Commitment; and (ii) the Exception Documents (“Title 
                         Review Period”) to provide to Seller written objections to the Commitment and Exception 
                         Documents.  If Purchaser does not timely provide to Seller written objections, Purchaser 
                         shall be deemed to have waived all objections (except that Seller must remove all monetary 
                         liens other than non-delinquent property taxes and assessments and liens arising from 
                         activities of Purchaser or its consultants) and the items listed in the Commitment and 
                         Survey shall become “Exceptions to Conveyance and Warranty” (herein so called) and 
                         shall be listed as exceptions in the Owner Policy. 
                  
                                 (b)     Seller Obligations.  If Purchaser timely delivers objections to Seller, Seller 
                         shall have ten (10) Business Days from receipt of Purchaser’s objections to respond to 
                         Purchaser’s objections.  Unless Seller agrees in writing within such ten (10) Business Day 
                         period to cure any or all of Purchaser’s objections (which Seller shall have no obligation 
                         to do), Seller shall be deemed to have refused to cure the objections (except that Seller 
                         must remove all monetary liens other than non-delinquent property taxes and assessments 
                         and liens arising from activities of Purchaser or its consultants), in which case Purchaser 
                         may, within twenty (20) Business Days from the earlier of: (i) receipt of notice from Seller 
                         advising that it is unable to cure any of Purchaser’s objections; or (ii) the date on which 
                                                                   -3- 
                   
                   
                           Seller was deemed to have refused to cure Purchaser’s objections as provided above: (a) 
                           waive its objections to matters which Seller has not agreed to cure in which case all items 
                           shall become Exception to Conveyance and Warranty; or (b) terminate this Agreement and 
                           receive a refund of the Deposit.  If Purchaser does not timely make an election, Purchaser 
                           shall be deemed to waive its objections, and all objections shall become Exceptions to 
                           Conveyance and Warranty.  This shall further not apply to the Seller’s obligation under 
                           New York State law to have the sale approved by a referendum vote of the school district 
                           voters.   
                   
                                    (c)      Additional Items.  Notwithstanding anything to the contrary contained 
                           herein, in the event that at any time following delivery of the Commitment and Exception 
                           Documents, but prior to Closing, any changes (other than the deletion or elimination of any 
                           item as to which Purchaser has made an objection or a non-substantive correction to the 
                           information already transmitted) shall occur in the Commitment or Exception Documents, 
                           Purchaser shall have the right to review and approve or disapprove of any such matters 
                           within ten (10) Business Days of the date of notification of such matter, and to terminate 
                           this Agreement during such ten (10) Business Day period and obtain a refund of the Deposit 
                           in the event that any such additional matters are not reasonably acceptable to Purchaser or 
                           in the event Seller is unable or unwilling to cure same. 
                   
                           4.3      Conveyance by Deed.  Seller shall deliver to Purchaser, at Closing, a Bargain and 
                  Sale Deed with Covenant Against Grantor’s Acts Deed (“Deed”) conveying fee simple title to the 
                  Property to Purchaser, subject to the Exceptions to Conveyance and Warranty. 
                   
                                                                    ARTICLE V 
                                                                      SURVEY 
                   
                           5.1      Description of Survey.  Purchaser shall order, at Purchaser’s sole cost and expense, 
                  within ninety (90) Business Days after the Effective Date, a new survey of the Property (“Survey”) 
                  which Survey is subject to the reasonable approval of the Seller and Purchaser. The Survey shall 
                  be prepared by a licensed surveyor or professional engineer and shall: (i) be in form and content 
                  sufficient to delete the standard survey exception from the Owner Policy if such coverage is 
                  requested by Purchaser and provided that Purchaser agrees to pay the premium associated 
                  therewith; (ii) be accompanied by a metes and bounds description of the Property which 
                  description shall tie this Property to the adjacent property boundaries setting forth the gross acres; 
                  (iii) locate, and identify by volume and page reference, if applicable, all existing improvements, 
                  fences, encumbrances, encroachments, conflicts, protrusions, highways, streets, roads, easements, 
                  alleys and rights-of-way, upon the Property, which are visible on the ground or listed in the 
                  Commitment to the extend they can be located; and (iv) show the location of the 100-year 
                  frequency flood plain on the Property.  The Survey shall contain a certificate by the surveyor or 
                  engineer, addressed to Seller, Purchaser and the Title Company certifying the number of gross 
                  acres contained within the Property. At Closing, the metes and bounds description of the Property 
                                                                           -4- 
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...Purchase agreement state street hudson ny this is entered into by and between city school district seller adirondack community development llc a delaware limited liability company or its permitted assigns purchaser recitals whereas the owner of approximately acres land located at new york total tract desires to sell from parcel identified tax id as shown on exhibit upon following conditions agreements now therefore in consideration premises mutual covenants obligations set forth herein other good valuable receipt sufficiency which are acknowledged confirmed do hereby agree follows article i sale property subject terms hereinafter for described agrees real containing consisting certain being more particularly attached hereto incorporated reference all purposes together with rights ways privileges appurtenances pertaining thereto including any right title interest streets alleys way adjoining said improvements except reserved below collectively b condition will be acquired date execution...

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