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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.
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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
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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
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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
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