Fairport Industrial Development Agency Board of Directors Meeting
May 18, 2020 MINUTES
Board Members present: Staff Present: H. Kevin Clark, Chair Martha Malone, Executive Director Ken Rohr, Vice Chair Donna Stefano, Secretary/Treasurer Others Present: Robert Genthner Edmund J. Russell III, Counsel Leslie White
I. Call to Order The regular meeting of the Fairport IDA Board of Directors was called to order by Chair Kevin Clark at 4:35pm. Attendance was taken by roll call. A quorum of Board members was present via Zoom Conference Call.
II. Approval of Minutes A MOTION to approve the April 20, 2020 minutes as amended for punctuation, was made by Rob Genthner, seconded by Donna Stefano and passed unanimously.
III. Financial Reports a. Resolution 2020- 5 Having reviewed the bills, A MOTION to authorize payment of bills was made by Ken Rohr, seconded by Donna Stefano and passed unanimously. b. Cash Balances & Investments Report were reviewed and accepted. Executive Director Malone noted that maturing CDs and investments were reviewed for cashflow and reinvested to fund the Bicentennial Canal Gateway project, north bank. c. Financial Statements as of April 30, 2020 were reviewed and accepted.
IV. Old Business a. Attorney Update Counsel Russell presented a Resolution regarding the sale of approximately 1070SF of land to 103 North Main Street LLC. The Board considered the following resolution: RESOLUTION OF THE VILLAGE OF FAIRPORT INDUSTRIAL DEVELOPMENT AGENCY (THE “AGENCY”) MAKING FINDINGS PURSUANT TO PUBLIC AUTHORITIES LAW SECTION 2897(7). A MOTION to approve the resolution was made by Ken Rohr, seconded by Leslie White and passed unanimously. b. Update 75 North Main Street –Executive Director Malone related that Hamilton Stern will not be moving forward at this time. Developer Matt Lester remains confident in the success of the project and anticipates a very strong restart to construction now that New York State is in Phase 1 of the reopening.
V. New Business a. COVID-19 Impact – Following a brief discussion on the impact of the COVID-19 shutdown, and in order to minimize the impact on Village businesses and to assist in their reopening efforts, the Board considered the RESOLUTION OF THE VILLAGE OF FAIRPORT INDUSTRIAL DEVELOPMENT AGENCY TO ENTER INTO AN AGREEMENT WITH THE VILLAGE OF FAIRPORT LOCAL DEVELOPMENT CORPORATION IN ORDER TO ADDRESS THE COVID-19 PANDEMIC ON VILLAGE OF FAIRPORT’S ECONOMIC DEVELOPMENT EFFORTS. A MOTION to approve the resolution was made by Rob Genthner, seconded by Donna Stefano and passed unanimously.
VI. Adjourn A MOTION to adjourn at 4:50pm was made by Donna Stefano, seconded by Rob Genthner, and passed unanimously.
Next Meeting- June 15, 2020
RESOLUTION OF THE VILLAGE OF FAIRPORT INDUSTRIAL DEVELOPMENT AGENCY (THE “AGENCY”) MAKING FINDINGS PURSUANT TO PUBLIC AUTHORITIES LAW SECTION 2897(7)
WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 779 of the Laws of 1976 of the State of New York, as amended (hereinafter collectively called the “Act”), the VILLAGE OF FAIRPORT INDUSTRIAL DEVELOPMENT AGENCY (the “Agency”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, 103 North Main Street, LLC (the “Buyer”) owns the real property where the Fairport Village Inn (the “Inn”) is operated and its patrons, for a number of years, have been using four parking lot spaces (the “Parking Spaces”) situated next to the Inn; WHEREAS, the Agency is the owner of the Parking Spaces and a map including a depiction of the same is attached hereto as Exhibit A; and WHEREAS, the Buyer has requested that the Agency sell to the Buyer the Parking Spaces as the Agency has no use for the same and the Parking Spaces, located next to the Inn, are not marketable to any other buyer and provide an economic benefit to the Buyer and to the Inn, both of which are located in the Village of Fairport (the “Village”); and WHEREAS, in furtherance of the foregoing, the Agency and Buyer have entered into negotiations for the sale of the Parking Spaces to the Buyer (the “Disposed Property”) for a purchase price of $10,700.00 payable to the Agency (the “Sale”); and WHEREAS, the Sale will enable the Inn’s patrons the continued use of the Parking Spaces and confer on the Buyer and the Inn the economic benefits attributable to parking spaces located in close proximity to both; and WHEREAS, the Agency and the Buyer negotiated satisfactory terms of the Sale as set forth in the Real Property Purchase and Sale Agreement (the “Contract”), attached hereto as Exhibit B; and WHEREAS, competition for alternative offers for this unique parking lot space is not feasible under the circumstances; WHEREAS, the Agency has obtained from an independent appraiser an appraisal of the value of the entire parking lot in which the Parking Spaces are located (the “Parking Lot”), which includes the portion of the Parking Lot to be transferred to the Buyer as part of the Sale, and which appraisal shows an estimated fair market value for the entire Parking Lot of $170,000.00, a copy of which is attached hereto as Exhibit C; and WHEREAS, the negotiated fair market value approximates the estimated value of the portion of the Parking Lot being transferred as determined by the independent appraisal and is reasonable in view of all of the circumstances, including the limited use of the portion of the Parking Lot being transferred to anyone but the Buyer or the Agency, as currently used for public parking; and WHEREAS, the Agency and the public will be benefitted by the Sale in that (i) the amount of economic activity within the Village as a result of the Sale will be maintained; and (ii) the Agency will be disposing of property for which it has no use; and WHEREAS, no explanatory statement of the Sale to the Buyer is required under the Village of Fairport Industrial Development Property Guidelines or under Section 2897 of the Public Authorities Law as the purchase price for the Sale is less than $15,000.00; and WHEREAS, the members of the Agency, having considered all of the foregoing, do hereby determine that there is no reasonable alternative to this proposed transfer under the terms proposed under the Contract that would achieve the same purpose as this proposed transfer. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE VILLAGE OF FAIRPORT INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: 1. The Agency hereby finds and determines that: a. The Agency has reviewed and considered the Appraisal and proposed Purchase and Sale Agreement; and b. There is no reasonable alternative to the proposed transfer of the Parking Spaces to the Buyer which would achieve the same purpose as such transfer. 2. The Agency hereby ratifies and approves the execution and deliver of the Contract and is authorized to dispose of the Disposed Property pursuant to the terms of the Contract, and to do all things necessary or appropriate for the accomplishment thereof, and all acts heretofore taken by the Agency with respect to such disposition are hereby approved, ratified and confirmed. 3. The Chairman, the Executive Director of the Agency or any member of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver the deed and related transfer documents, any changes, variations, omissions and insertions to the Contract as the Chairman, the Executive Director of the Agency or any member of the Agency shall approve, and such other related documents as may be, in the judgment of the Executive Director and counsel to the Agency, necessary or appropriate to effect the transactions contemplated by this resolution. The execution thereof by the Chairman, the Executive Director of the Agency or any member of the Agency shall constitute conclusive evidence of such approval. 4. The officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required or provided for by the provisions of the Contract, and to execute and deliver all such additional certificates, instruments and documents, pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolution and to cause compliance by the Agency with all of the terms, covenants and provisions of the Contract binding upon the Agency. 5. This Resolution shall take effect immediately.
MEMBER YEA NAY ABSTAIN ABSENT
H. Kevin Clark X
Kenneth Rohr X
Robert G. Genthner X
Donna Stefano X
Leslie White X
The Resolutions were thereupon declared duly adopted.
EXHIBITS
EXHIBIT A - SURVEY EXHIBIT B – CONTRACT TO PURCHASE (WITH EXHIBITS) EXHIBIT C – APPRAISAL REPORT
EXHIBIT A – SURVEY
I, the undersigned Treasurer of Monroe County Pursuant to Sec 334 of the Real Property Law Certify that all Monroe County Taxes and School Taxes against the land described herein have been paid through
Monroe County Treasurer
BY Dated:
10 LIFT BRIDGE LANE EAST PHONE 585-377-7360 FAIRPORT, NEW YORK 14450 FAX 585-377-7309 WWW.BMEPC.COM EXHIBIT B - CONTRACT TO PURCHASE (WITH EXHIBITS)
REAL PROPERTY PURCHASE AND SALE AGREEMENT
This Real Property Purchase and Sale Agreement (this “Agreement”) is entered into as of April 1, 2020, by and between Village of Fairport Industrial Development Agency, a public benefit corporation duly organized and existing under the laws of the State of New York (“Seller”), and 103 North Main Street LLC, a New York limited liability company (“Buyer”), as follows:
WHEREAS, Seller owns that certain improved real property consisting of an asphalt parking lot measuring 1,070 square feet and more fully described on Schedule A attached hereto (the “Parking Spaces”). Together with the Parking Spaces and all of Seller’s right, title and interest in and to all rights, privileges, easements, licenses, adjacent streets, alleys, strips, gores and other appurtenances thereto, Buyer intends to purchase from Seller, and Seller intends to sell to Buyer, in accordance with this Agreement, all improvements constructed in, on or under the Parking Spaces (collectively, the “Property”).; and
WHEREAS, this Agreement provides for the sale by Seller and the purchase by Buyer of the Property.
NOW, THEREFORE, the parties agree as follows:
1. Purchase and Sale. Subject to and in accordance with the provisions of this Agreement, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller.
2. Purchase Price. The purchase price payable by Buyer for the Property (the “Purchase Price”) is $10,700.00.
3. Closing. The closing of the transaction contemplated herein (the “Closing”) shall take place at the Underberg & Kessler LLP, Rochester, New York, at 10:00 a.m. local time on May 1, 2020, or at such other place or time or on such other date as Seller and Buyer may agree upon in writing (such date and time being referred to herein as the “Closing Date”).
4. Buyer’s Deliveries. Buyer shall deliver or cause to be delivered to Seller on the Closing Date, for disbursement, delivery and recordation, as provided in this Agreement, the following funds, instruments and documents, the delivery of which is material to the consummation of the subject transaction:
4.1 Funds. Immediately available funds in the amount of the Purchase Price and all other costs and expenses required of Buyer under this Agreement.
4.2 Evidence of Authorization. Copy of a fully executed operating agreement of the Buyer, or if no operating agreement exists, an affidavit that Wayne Beckwith is the sole member of the Buyer.
4.3 Tax Forms. All required real property transfer tax returns, affidavits and reports as may be necessary to comply with any applicable local, county and state conveyance tax laws (“Transfer Tax Laws”). The transfer taxes payable pursuant to the Transfer Tax Laws shall collectively be referred to as the “Transfer Taxes”.
4.4 Other Documents. All other documents reasonably required of Buyer in order to consummate the subject transaction.
5. Seller’s Deliveries. Seller shall deliver to Buyer on the Closing Date, for disbursement, delivery and recordation, as provided in this Agreement, the following instruments and documents, the delivery of which is material to consummation of the subject transaction: 5.1 Deed. A quitclaim deed duly executed and acknowledged by Seller conveying all of Seller’s interest in the Property to Buyer (the “Deed”).
5.2 Tax Forms. All required real property transfer tax returns, affidavits and reports as may be necessary to comply with any applicable Transfer Tax Laws.
5.3 Other Documents. All other documents reasonably required of Seller in order to consummate the subject transaction.
6. Costs. Buyer shall pay the costs of any Transfer Taxes, if any, all recording fees, and any other closing costs incurred in connection with this Agreement. Buyer shall pay the fees and costs incurred by both parties in connection with this Agreement and the transactions described herein; provided, however, that to the extent the sum of fees and costs under this Section 6, excluding Buyer’s own fees and costs, exceed $3,500.00, Buyer shall not be responsible for paying the fees and costs of Seller in such excess.
7. Real Property Taxes and Assessments. Buyer shall be responsible for all taxes and assessments that the Property is or becomes subject to as a result of Buyer’s ownership of the Property.
8. Possession. Seller shall deliver possession of the Property to Buyer on the Closing Date.
9. Seller’s Representations and Warranties. Seller represents and warrants to Buyer that the following are true and correct as of the date of this Agreement and it is a condition to the Closing that such representations and warranties will be true and correct in all material respects as of the Closing Date: (i) Seller is a public benefit corporation duly organized and existing under the laws of the State of New York and has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement and will have taken all requisite action in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement; (ii) this Agreement and all Closing Documents shall constitute valid and legally binding obligations of Seller enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable law; (iii) Each individual executing this Agreement and the closing documents on behalf of Seller has or will have the legal power, right and actual authority to bind Seller to the terms and conditions of this Agreement; and (iv) all consents, approvals or authorizations by any individual, entity, court, administrative agency or other governmental authority required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement by Seller have been obtained prior to the Closing.
10. Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that the following are true and correct as of the date of this Agreement and it is a condition to the Closing that such representations and warranties will be true and correct in all material respects as of the Closing Date: (i) Buyer is duly organized, validly existing and qualified to conduct its business and has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement and will have taken all requisite action in connection with entering into this Agreement and the consummation of the transactions contemplated by this Agreement; (ii) this Agreement and all closing documents shall constitute valid and legally binding obligations of Buyer enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity); (iii) each individual executing this Agreement and the Closing Documents on behalf of Buyer has or will have the legal power, right and actual authority to bind Buyer to the terms and conditions of this Agreement, and (iv) no consent, approval or authorization by any individual or entity or any court, administrative agency or other governmental authority is required in connection with the execution and delivery of this Agreement or the consummation of the transactions
2 contemplated by this Agreement by Buyer other than those consents, approvals and authorizations which have be obtained prior to Closing.
11. Risk of Loss. If prior to the Closing Date any portion of the Property shall be taken by condemnation or eminent domain or damaged or destroyed by fire or other casualty, neither party shall have the right to cancel this Agreement. Buyer shall purchase the Property in accordance with this Agreement, and the Purchase Price shall not be reduced; provided, however, that Seller's rights to any award resulting from such taking or any insurance proceeds resulting from such fire or other casualty (less any reasonable sums expended by Seller for repair or restoration through the Closing Date) shall be assigned by Seller to Buyer at the Closing. Buyer and Seller hereby irrevocably waive the provision of any statute that provides for a different outcome or treatment in the event the Property shall be taken or damaged or destroyed by fire of other casualty, including, without limitation, the provisions of Section 5-1311 of the General Obligations Law of the State of New York.
12. Brokers. Each party to this Agreement represents and warrants to the other that no real estate or business broker, agent, finder, or other person is responsible for bringing about or negotiating this Agreement and that such party has not dealt with any real estate broker, agent, finder or person other than Broker relative to this Agreement.
13. NO RELIANCE - AS-IS. EXCEPT WITH RESPECT TO THE MATTERS COVERED BY THE REPRESENTATIONS OF SELLER HEREIN OR IN ANY CLOSING DOCUMENT, BUYER ACKNOWLEDGES THAT IT IS PURCHASING THE PROPERTY IN RELIANCE SOLELY ON: (I) BUYER’S INSPECTION AND EVALUATION OF THE PROPERTY AND THE IMPROVEMENTS; (II) BUYER’S INDEPENDENT VERIFICATION OF THE TRUTH OF ANY STATEMENTS CONTAINED IN THE DOCUMENTS MADE AVAILABLE TO BUYER; AND (III) THE OPINIONS AND ADVICE OF CONSULTANTS AND ATTORNEYS ENGAGED BY BUYER CONCERNING THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD BUYER HAS PERFORMED OR WILL PERFORM ALL OF ITS DUE DILIGENCE INVESTIGATIONS AND EVALUATIONS OF AND WITH RESPECT TO THE PROPERTY AS BUYER DEEMS APPROPRIATE, INCLUDING WITHOUT LIMITATION ENGINEERING STUDIES, SOILS TESTS, ENVIRONMENTAL SURVEYS AND TESTING, PHYSICAL INSPECTIONS, ALTA OR OTHER SURVEYS, ENTITLEMENTS AND MARKET ANALYSES AS WELL AS BUYER’S EVALUATION OF THE CONDITION AND STATUS OF THE IMPROVEMENTS AND THE OPERATION AND FUTURE PROSPECTS OF THE PROPERTY. AT THE CLOSING, BUYER WILL ACCEPT THE PROPERTY AND ALL MATTERS RELATING TO THE PROPERTY IN THEIR “AS IS,” “WHERE-IS” AND “WITH ALL FAULTS” CONDITION OR STATUS AS OF THE CLOSING DATE, EXCEPT WITH RESPECT TO THE MATTERS COVERED BY THE REPRESENTATIONS OF SELLER HEREIN OR IN ANY CLOSING DOCUMENT. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN ANY CLOSING DOCUMENT, SELLER IS NOT MAKING ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PROPERTY. IN PARTICULAR BUT NOT BY WAY OF LIMITATION, AND EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN ANY CLOSING DOCUMENT, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, RELATING TO COMPLIANCE OF THE IMPROVEMENTS WITH CURRENT BUILDING CODES, INCLUDING WITHOUT LIMITATION THOSE RELATING TO UPDATED OR REVISED STANDARDS FOR PLUMBING, ELECTRICAL, STRUCTURAL OR SEISMIC MATTERS. BUYER WARRANTS AND REPRESENTS TO SELLER THAT BUYER HAS NOT RELIED ON AND WILL NOT RELY ON, EITHER DIRECTLY OR INDIRECTLY, ANY WARRANTY OR REPRESENTATION OF SELLER NOT EXPLICITLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT.
3 14. Miscellaneous.
14.1 Each party to this Agreement shall execute and deliver all instruments and documents and take all actions as may be reasonably required or appropriate to carry out the purposes of this Agreement.
14.2 This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one document. All exhibits attached to and referenced in this Agreement are incorporated into this Agreement. A copy of a signature on this Agreement provided by electronic facsimile or email transmission shall be sufficient as an original for all purposes.
14.3 The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party all reasonable attorney’s fees and actual costs and expenses (including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding including, without limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses and reasonable attorney’s fees.
14.4 This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices set forth in this Agreement.
14.5 This Agreement may be modified only by a writing executed by Seller and Buyer.
14.6 This Agreement and all documents specifically referred to and executed in connection with this Agreement: (a) contain the entire and final agreement of the parties to this Agreement with respect to the subject matter of this Agreement, and (b) supersede all negotiations, stipulations, understandings, agreements, representations and warranties, if any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
14.7 Whenever the context so requires in this Agreement, all words used in the singular may include the plural (and vice versa) and the word “person” includes a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any other entity. The terms “includes” and “including” do not imply any limitation. Unless “business day “ is specified, the term “day” means a calendar day. No remedy or election under this Agreement is exclusive (except as expressly provided otherwise herein), but rather, to the extent permitted by applicable law, each such remedy and election is cumulative with all other remedies at law or in equity. The paragraph headings in this Agreement (a) are included only for convenience, (b) do not in any manner modify or limit any of the provisions of this Agreement and (c) may not be used in the interpretation of this Agreement. Each provision of this Agreement is valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement (or the application of such provision to any person or circumstance) is or becomes invalid or unenforceable, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability.
14.8 Buyer may not assign its rights under this Agreement to any person or entity without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion. No assignment by Buyer of any of its rights or obligations under this Agreement shall
4 relieve Buyer of any of its obligations under this Agreement unless Seller expressly agrees to such release in writing. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of each party to this Agreement.
14.9 Notice given under this Agreement is to be in writing and shall be delivered by: (a) hand delivery to the other party, (b) United States postal service as first class certified mail, return receipt requested, postage prepaid, and addressed to the party as set forth below, (c) a reputable overnight delivery service, postage prepaid, addressed to the party as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery-service- provider or (d) email to the email address of the applicable party set forth below: If to Seller: Martha M. Malone Executive Director Village of Fairport Industrial Development Agency 31 South Main Street Fairport, NY 14450 Email: [email protected] With a copy to: Edmund J. Russell, Underberg & Kessler LLP 300 Bausch & Lomb Place Rochester, NY 14604 Email: [email protected] If to Buyer: 103 North Main Street LLC Attention: Wayne Beckwith 27 Crystal Spring Lane Fairport, NY 14450 Email: [email protected] With a copy to: Alan S. Biembaum Biembaum & Meyer 45 Exchange Boulevard Rochester, NY 14614 Phone: (585) 546-2350 Fax: (585) 546-7365 Email: [email protected]
Each party shall make a reasonable, good faith effort to ensure that it will accept or receive Notices to it that are given in accordance with this paragraph. A party may change its address for purposes of this paragraph by giving the other party(ies) written notice of a new address in the manner set forth above.
14.10 Any waiver of a default or provision under this Agreement must be in writing. No such waiver shall constitute a waiver of any other default or provision concerning the same or any other provision of this Agreement. No delay or omission by a party in the exercise of any of its rights or remedies constitutes a waiver of (or otherwise impairs) such right or remedy. A consent to or approval of an act does not waive or render unnecessary the consent to or approval of any other or subsequent act.
5 14.11 Nothing in this Agreement is intended to confer any rights or remedies on any person other than the parties to this Agreement and their respective successors and permitted assignees.
[Signature pages follow]
6 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the Effective Date.
SELLER:
Village of Fairport Industrial Development Agency
By: ______Martha M. Malone Executive Director
BUYER:
103 North Main Street LLC
By: ______
Name: ______
Title: ______
7 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the Effective Date.
SELLER:
Village of Fairport Industrial Development Agency
By: Martha M. Malone Executive Director
BUYER:
103 North Main Street LLC
By: y^vyyy-A^ it 6 Name:
Title:
7 SCHEDULE A Description of Property
ALL THAT TRACT OR PARCEL OF LAND containing 1,070 square feet more or less, situate in the Phelps and Gorham Purchase, Township 12, Range 4, Town Lot 44, Village of Fairport, County of Monroe, and State of New York, as shown on the drawing entitled "Fairport I.DA. & Village Inn Subdivision, Resubdivision Plat," prepared by BME Associates, having drawing number 2702-01, last revised March 2, 2020, being more particularly bounded and described as follows:
Beginning at the intersection of the southerly boundary line of lands now or formerly of 103 North Main Street, LLC. (TA. No. 153.09-1-35) with the westerly right-of-way line of North Main Street -New York State Route 250 (66’ Right-of-Way), said point marked by a mag nail; thence
1. S 00°06'20" E, along said westerly right-of-way line, a distance of 9.17 feet to a point; thence
2. N 77°30'00" W, through a portion of lands now or formerly of the Village of Fairport I.DA. (TA. No. 153.09-01-36.11) and along the northerly face of a proposed sidewalk, a distance of 41.51 feet to a point; thence
3. N 68°50'03" W, continuing through a portion of said Village of Fairport I.DA. lands and along the proposed sidewalk, a distance of 42.25 feet to a point; thence
4. N 71 ° 18'00" W, continuing through a portion of said Village of Fairport I.DA. lands and along the proposed sidewalk, a distance of 22.68 feet to a point; thence
5. N 76°42,06" W, continuing through said Village of Fairport I.DA. lands and along the proposed sidewalk a distance of 15.22 feet to a point on the easterly boundary line of lands now or formerly of Fairport Cannery LLC (TA. No. 153.09-01-69.1); thence
6. N 14°50'41" E, along said easterly boundary line, a distance of 6.62 feet to a point on the aforementioned southerly boundary line of 103 North Main Street, LLC; thence
7. Southeasterly, along said southerly boundary line, along a non-tangent curve to the right, having a radius of 3,869.50 feet and a chord bearing of S 74°16'28" E, a length of 118.96 feet to the Point of Beginning. EXHIBIT C – APPRAISAL REPORT
APPRAISAL REPORT OF
Municipal Parking Lot -0.388 Acre on North Main Street Village of Fairport Monroe County, New York
PREPARED FOR
Ms. Martha M. Malone Executive Director Fairport IDA 31 South Main Street Fairport, New York 14450
PREPARED BY
John F. Lum Staff Appraiser and John P. Rynne, MAI, SRA President Rynne, Murphy & Associates, Inc. The Chapin Building, Suite 305 205 St. Paul Street Rochester, New York 14604
EFFECTIVE APPRAISAL DATE
February 7, 2019 9
J SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS
: ADDRESS: -0.388 Acre Parking along North Main Street between 75 and 103 North Main Street Village of Fairport : Monroe County, New York
EXTRAORDINARY ASSUMPTIONS: There are a number of extraordinary assumptions of this report whose use might have affected the assignment results:
1) The report will outline the availability of utilities to the subject site based upon some information we obtained from various sources including but not limited to public records. We warrant no complete accuracy of this information and suggest that a licensed engineer provide the information.
2) Besides a number of utility and sidewalk easements which encumber the property, there is a major 25' wide access easement which benefits American Park Place, Inc. It is assumed that this easement will be an encumbrance on the subject property in perpetuity.
3) A formal engineering study was not provided. It is assumed that there are no unusual soil, legal, topographical, or other conditions. If there are, the property value may be diminished or increased.
4) It is assumed that there are no environmental conditions on site or off site which have a diminishing effect on value other than what the market comparables indicate. Rynne, Murphy & Associates, Inc. and the individual appraiser are taking no responsibilities in regards to any detrimental environmental influences on the subject property. This includes but is not limited to asbestos, lead paint, mold, petroleum, urea formaldehyde, and radon gas. We do not have any knowledge of the existence of such materials on or in the property. The appraiser is not qualified to detect such substances. We recommend the client to retain an expert in the field. 10
IMPROVEMENTS: No building improvements.
SITE: The subject property is a 31 car municipal parking lot located between 75 and 103 North Main Street. The parcel contains approximately 0.388 acre or 16,900 SF, with frontage of approximately 65.06' along the west side of North Main Street. The parcel is generally level, blacktop paved, with concrete curbs, two streetlights, several ornamental trees and lawn borders. The parcel also provides ingress and egress to adjacent properties on both sides at the rear by means of a 25' easement.
HIGHEST AND BEST USE OF THE SITE AS VACANT: Municipal, parking, commercial.
HIGHEST AND BEST USE AS IMPROVED: As improved as a parking lot with some potential to redevelop it into a village commercial use limited by easements. The market for this property will be local investors and owner occupants.
DATE OF INSPECTION: February 7, 2019
EFFECTIVE DATE OF APPRAISAL: February 7, 2019
MARKET VALUE OPINION: $170,000
Sales Comparison Approach Value Opinion: $170,000
Income Capitalization Approach Value Opinion: Not Used.
Cost Approach Value Opinion: Not Used. 60
Summary
Based upon the analysis of the comparable land sales, an adjusted sales price range of $6.09- $13.25 per square foot results. Comparable Land Sales 3, 4, and 5 are weighted, since they have sold most recently. Comparable Land Sales 1, 3, and 5 are weighted, since they are most similar in size. Comparable Land Sales 3, 4, and 5 are weighted, since they are most similar in parking lot improvements. Comparable Land Sales 1,2 and 4 are weighted, since they are nearest to the subject. Comparable Land Sale 1 is weighted, since it is similar in frontage %. In consideration of all the factors affecting value, the estimated value of the subject site is $10.00 per square foot.
$10.00/SF x 16,900 SF = $169,000
Round to $170,000
SALES COMPARISON APPROACH VALUE OPINION
ONE HUNDRED SEVENTY THOUSAND DOLLARS - $170,000 CERTIFICATION
STATE OF NEW YORK ) COUNTY OF MONROE ) ss.:
I, the undersigned Attorney of the Village of Fairport Industrial Development Agency (the “Agency”), DO HEREBY CERTIFY:
That I have compared the annexed extract of minutes of the meeting of the Agency, including the resolution contained therein, held on May 18, 2020, with the original thereof on file in my office, and that the same is a true and correct copy of the said original and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to.
I FURTHER CERTIFY, that (A) all board members of said Agency had due notice of said meeting; (B) that the meeting was in all respects duly held; and (C) pursuant to Article 7 of the Public Officers Law (the “Open Meetings Law”), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with the Open Meetings Law.
I FURTHER CERTIFY, that there was a quorum of the board members of the Agency present throughout said meeting.
I FURTHER CERTIFY, that as of the date hereof, the attached resolution is in full force and effect and has not been amended, repealed, rescinded or modified.
IN WITNESS WHEREOF, I have hereunto set my hand as of May 26, 2020
Edmund J. Russell III Attorney RESOLUTION
At a regular meeting of the Village of Fairport Industrial Development Agency (the Agency held at 31 South Main Street, Fairport, New York on May 18, 2020 at 4:30 PM
RESOLUTION OF THE VILLAGE OF FAIRPORT INDUSTRIAL DEVELOPMENT AGENCY TO ENTER INTO AN AGREEMENT WITH THE VILLAGE OF FAIRPORT LOCAL DEVELOPMENT CORPORATION IN ORDER TO ADDRESS THE COVID-19 PANDEMIC ON VILLAGE OF
WHEREAS, the COVID- down of a majority of business and resulted in substantial job losses and business interruption; and
WHEREAS, the Pandemic is causing significant hardship to business located in the Village ); and
WHEREAS, establish to promote and assist with economic development in the Village; and
VF establish to conduct activities that would relieve and reduce unemployment; promote and provide for additional and maximum employment, and better and maintain job opportunities; and
WHEREAS, in light of the anticipated detrimental impact of the Pandemic on Village businesses and the difficulties in attracting additional businesses to the Village, the VFLDC has determined that in order to maintain an appropriate level of available funds for its research, direct business assistance and business attraction activities, it is necessary to seek financial assistance from the Agency to support its activities.
NOW, THEREFORE, BE IT RESOLVED by the members of the Agency as follows:
Section 1. The Agency has reviewed the Agreement between the Agency and the VFLDC (the contract with the VFLDC $150,000 to support, promote and facilitate research, direct business assistance and business attraction activities throughout the Village relating to the Pandemic, and hereby adopts this Resolution approving the Agreement.
Section 2. The Chairman, the Executive Director of the Agency or any member of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver the Agreement, in substantially the form thereof presented to this meeting with such changes, variations, omissions and insertions as the Chairman, the Director of the Agency or any member of the Agency shall approve, and such other related documents as may be, in the judgment of the Executive Director and counsel to the Agency, necessary or appropriate to effect the transactions contemplated by this resolution.
Section 3. The Chairman, Executive Director, Deputy Director, Counsel to the Agency or any member of the Agency are hereby authorized and directed to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this Resolution.
Section 3. This Resolution shall take effect immediately.
MEMBER YEA NAY ABSTAIN ABSENT H. Kevin Clark X Kenneth Rohr X Donna Stefano X Robert Genthner X Leslie White X