ORANGE COUNTY ARTS CENTER. Gene Kaufman's Proposal to Purchase the Orange County Government Center for Conversion to Artists Studios

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1 ORANGE COUNTY ARTS CENTER Gene Kaufman's Proposal to Purchase the Orange County Government Center for Conversion to Artists Studios Submitted to: John Mccarey Director of the Office of Real Property Tax Services 124 Main Street, First Floor (1887 Building) Goshen, NY December 5, 2014

2 December 5, 2014 John McCarey Director of the Office of Real Property Tax Services 124 Main Street, First Floor ( 1887 Building) Goshen, NY Mr. Mccarey: Re: Offer to Purchase Existing Orange County Government Center Pursuant to RFP Dated October 31, 2014 Gene Kaufman, via an entity to be formed, ("Offeror") submits this offer to purchase the Existing Orange County Government Center ("Government Center") and the accompanying parcel of land outright in fee simple title at a purchase price of Five Million Dollars ($5,000,000) (the "Offer"). The Offer is contingent on the following conditions. ( 1) All zoning and code approvals needed to allow the conversion of the Government Center as contemplated by Offeror. (2) Offeror's agreement to any required easements in connection with the sale of the Government Center. Should such approvals not be granted within ninety (90) days, Offeror's Offer wi lj be rescinded upon five days' notice and the bid bond amount of One Million Dollars ($1,000,000) deposited by Offeror plus any accrued interest will be fully and immediately refunded to Offeror. By depositing Offeror' s bid bond amount of One Million Dollars ($1,000,000), you agree to these conditions. The Government Center will be converted to artists' studios with both live/work spaces and work spaces as well as flexible event spaces. Offeror anticipates a total development budget of approximately Nineteen Million Dollars ($19,000,000) ("Development Budget") which is inclusive of the purchase price of the Government Center. Our proposal envisions the creation of 250 jobs and significant revenue to the village and the County. Offeror thanks Orange County for the opportunity t Government Center and looks forward to hearing from the J

3 Table of Contents I. II. III. IV. v. VI. VII. Vlll. IX. x. XI. XII. XIII. Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Exhibit H: Exhibit I: ExhibitJ: ExhibitK: Exhibit L: Exhibit M: Proposal Checklist and Authorization to Submit Proposal Proposal Questionnaire Offer Price and Conditions of Offer Use Detail and Floor Plan D-1. Marketing Plan D-2. Budget D-3. Financial Projections D-4. Drawings D-5. Job Creation Chart Approval Commitment Recordable Statement of Intent to Provide Performance Bond Proposed Pe1formance Bond I Letter of Credit Proposed Covenant in the Event of Default Proposed Restrictive Covenant of Sale Proposed Right of First Refusal (Sale) Proposed Right of First Refusal (Lease) Proposed Contract of Sale M-1. Non-Collusion Certification M-2. Disclosure of Prior Non-Responsibility Determinations M-3. Iran Divestment Act Certification XIV. Exhibit N: xv. Exhibit 0: Project Team Background Materials N-1. Gene Kaufman N-2. Ted and Marianne Hovivian N-3. Cava Construction Reference Letters _)

4 ) Exhibit A: Proposal Checklist Required information for proposals to purchase/lease the Orange County Government Center. Check all items as completed. Entity Name of Offeror: Gene Kaufman via an entity to be fonned later Address: 525 Broadway New York, NY Name of Contact Person: Gene Kaufman Title of Contact Person: Phone: Princi al (212) _x Offer is to purchase _x or lease the Government Center (check one). 2. _x $1 mil lion dollar deposit, made payable to "Orange County Commissioner of Finance". Staple check on lower, left side of this page. By including such deposit, Offeror hereby recognizes and authorizes Orange County to deposit such funds into an account deemed appropriate by the Commissioner of Finance of Orange County. Offeror understands and agrees that such amount may be forfeited to Orange County pursuant to the tenm of the Legislative Resolution (See Addendum A). See Section (A)(vi) (Essential Terms of Offer of the Resolution). 3. _x_ Offer equals or exceeds $4.5 million. Please provide the offer amount as Exhibit C along with any conditions on the offer. See Section (A)(i) (Essential Terms of Offer of the Resolution). (See Addendum A). 4. _x_ A detailed, proposed use for the Property including a discussion of preservation based on the three Divisions of the Prope1iy (see Addendum B) and a proposed initial floor plan. See Section (A)(ii) (Essential Terms of Offer) of the Resolution. (Exhibit D to Proposal) 5. _x A commitment by Offeror to obtain necessary legal approvals to occupy the Property or portions thereof within two (2) years of closing title and details of bow much of the Property will be utilized for what general purposes within the period of time; such time period may be extended in the contract of sale not to exceed an extension of one year thereby enabling Offeror to propose a phased approach to occupying the Property. See Section (A)(iii) (Essential Terms of Offer) of the Resolution. (Exhibit E to Proposal) 1

5 ) 6. _x_ A proposed statement in a forn1 suitable for recording in the office of the Orange County Clerk, and subject to the approval of the County Attorney of the Offeror's intent to provide, within twenty (20) days of a notice of intent to award, a performance bond or letter of credit in an amount necessa1y, as reasonably determined by the Commissioner of the Department of Public Works, to either: a. Complete the project as presented by Offeror; or b. Otherwise demolish any structure on the Property, or portion thereof, upon a majority vote of the Legislature, which is not substantially completed per approved plans at the expiration of the period provided for in the contract of sale described in Section A( iii) of Resolution No. 208 of 2014, taking into account any necessary improvements for any common utilities and the structural integrity of the balance of the Property, and the Courthouse which is currently utilized. See Section (A)(iv) (Essential Tem1s of Offer) of the Resolution. (Exhibit F to Proposal) 7. _L One or more proposed performance bonds or Jetter of credit fom1 to enable both (a) and (b) of item 6 above to be accomplished. See Section (A)(iv) of the Resolution. (Exhibit G to Proposal) 8. _x_ A proposed, signed covenant, capable of being recorded and (subject to approval by the County Attorney) authorizing the demolition of the property and/or the completion of the plan in the event of a default by the successful Offeror. See Section (A)(vii) (Essential Terms of Offer) of Resolution. (Exhibit H to Proposal) ) 9. _L Proposed restrictive covenant of sale acceptable to Offeror, which is subject to the approval of the County Attorney. See Section (A)( vii) [Essential Tem1s of Offer] of the Resolution. (Exhibit I to Proposal) I 0. _x_ Proposed right of first refusal in favor of the County and acceptable to Offeror permitting the County to purchase the property, which is subject to the approval of the County Attorney. See Section (A)(viii) (Essential Terms of Offer) of the Resolution. (Exhibit J to Proposal) 11. _L Proposed right of first refusal, acceptable to the Offeror, which is subject to the approval of the County Attorney granting the County a right of first refusal to lease the property or any portion thereof from the purchaser. See Section (A)( ix) (Essential Terms of Offer) of the Resolution. (Exhibit K to Proposal) 12. _x_ Offeror is instructed to present a proposed contract of sale/lease, the acceptance of which by the County, shall commence the 90-day period referenced in the Resolution. Such contract of sale/lease should include a reference to and the incorporation of all proposal documents submitted, including but not limited to bonds and covenants described in the other Exhibits list on this Exhibit A. Offeror understands and agrees that the County reserves the right to reject any and all proposals, or to negotiate a final agreement with an Offeror. If the contract proposed by Offeror is not accepted by the County, Offeror understands that the 90-day period referenced above and in the Resolution, shall commence upon the Offeror and County coming to agreement on the contract of sale or lease. (Exhibit L to Proposal) _) 2

6 fferor shall sign here to indicate acceptance of and agreement with the Signature: Name: T it le: Gen ~~~~~~~~~~-+-1--~~~~~~~~- Principal 13. X Complete the enclosed (1) Non-Collusion Certification; (2) Disclosure of Prior Non Responsibility Determinations and (3) Iran Divestment Act Certification and enclose them as Exhibit M to Proposal. Authorizations INSTRUCTIONS FOR STATEMENT OF AUTHORIZATION TO SUBMIT PROPOSAL OFFERS BY ENTITIES: Proposals by entities such as but not limited to corporations, trusts, LLCs, LLPs, REITs, PCs shall be executed in the entity' s name by a duly authorized person, shall be accompanied by evidence of authorization to sign the proposal and bind the entity and a certified resolution of the entity designating the duly authorized individual shall accompany the Proposal. Additionally, if the entity has a seal the same shall be affixed and attested to by an appropriate person of the entity, such as an officer or member who may bind the entity. The complete address and state of domestic incorporation/fornrntion shall be shown below the signature. Any entity not incorporated or organized in the State of New York must be properly registered under applicable New York law and show proof that they are authorized to do business in New York State. OFFERS BY PERSONS/PARTNERSHIPS: Proposals by partnerships, persons, sole proprietors shall be executed in the partnership or person's name (and if a sole proprietorship in the name of the proprietorship and person and any applicable DBA), and shall be signed by the partner(s) authorized to make the proposal and bind the partnership. The signatory's title shall appear below his/her signature and evidence of such authority must accompany the proposal. The primary business address of the partnership/person/sole proprietorship shall be shown below the signature. The undersigned proposes to purchase and/or lease the Orange County Government Center, at the price stated within the proposal, as may be negotiated and agreed upon by the County. The individual submitting this proposal certifies by his or her signature below that: he or she is making this proposal as detailed throughout this RFP and has authority to do so; he or she binds himself/herself or, if the proposal is not being submitted on behalf of himself or herself personally, binds the entity he or she is submitting the proposal on behalf of, to the terms and conditions of this RFP, including but not limited to forfeiting the deposit made and the terms of any documents he or she signs; he or she understands and has complied with the requirements of State Finance Law Sections 139-j and 139-k and will continue to do so throughout the restricted period; he or she has read and understood the full Request for Proposals including all incorporated attachments; he or she has read the above "fnstructlons FOR ST A TEMENT OF AUTHORIZA TJON TO SUBMIT PROPOSAL" and has the authority to submit this proposal; 3

7 By: Name: owledges that the designated contact person pursuant to State Finance Law Section r John McC rey, Director of Real Property Tax Service for Orange County and Eric ir ctor of Real Prope1ty Tax Service for Orange County. The phone ea! P operty Tax Service is (845) Gen ~ On behalf of: Title (if applicable): _P_r_in_c~ip._a_J State of Incorporation/Formation: To be determined Date: To be detem1ined Address of Offeror: 525 Broadway, New York, NY (affix seal and attach copy of resolution authorizing proposal if applicable) ) J 4

8 Exhibit B: Proposal Questionnaire LEGIBLE PRINTING IS ACCEPTABLE, OTHERWISE PLEASE TYPE. 1. STRUCTURE OF OFFEROR. Provide details of the legal structure and ownership of your business (if not a natural person) which shall include the following: Gene Kaufman, via an entity structure to be formed, will purchase the Government Center and accompanying parcel of land in fee simple title. a. If a corporation, furnish the date and state of incorporation, and the names of all persons or entities owning at least twenty-five percent (25%) of the company's voting stock. If Offeror is a subsidiary, state name and ownership structure of the parent company; however, all information provided herein must be as to Offeror and not as to the parent company. Not Applicable b. If a partnership, list all partners and ownership shares. Not Applicable c. If a joint venture, provide the information requested within this section for each party to the joint venture. Not Applicable d. If a sole proprietorship, list all business names under which such individual has done business during the last ten (10) years. Not Applicable e. Organizational charts for national, regional and local business units, and key executive and management personnel. (ATTACH TO THIS PAGE WITH ONE OR MORE STAPLES). Not Applicable f. Identify if the Offeror is a subsidiary of, or affiliated with any other corporation(s) or firm(s). Not Applicable g. Are there any criminal charges currently pending against you or anyone referred to in letters a, b, c, d, or f that have not resulted in a termination of such criminal proceeding in favor of such individual(s)?...nq_ If yes, provide details (attach). ) 1

9 2. PERSONAL AND FINANCIAL BACKGROUND OF OFFEROR. Within the previous 10 years, have you or your company or any of its related or subsidiary firms, affiliates, any predecessor company, or entity, owner, director, officer, shareholder, principal, partner or proprietor been the subject of: a. any criminal investigation or felony indictment that did not result in a termination of such criminal proceeding in favor of such company, subsidiary, or individuals?...nq_ If yes, provide details (attach). b. the conviction of any felony?...nq_ lfyes, provide details (attach). c. any judgment, conviction or grant of immunity for any business related conduct constituting a crime under federal, state or local governmental law? No If yes, provide details (attach). d. any final governmental determination of a violation of any public works law, or regulation, or labor law or regulation, or any OSHA violation deemed "serious or willful"?...nq_ If yes, provide details (attach). e. a consent order with the NYS Department of Environmental Conservation, or a governmental enforcement determination involving a construction or real estate development-related violation of federal, state or local environmental law? No If yes, provide details (attach). ) f. Provide evidence to be utilized by the County of capacity to close on the proposed sale or lease and to complete the renovations proposed. Describe your fiscal and personnel capacity to close the sale and effectuate your plan (attach). See Exhibits C, D, and E. g. Indicate whether the Offerer, the parent corporation, subsidiary or affiliated corporation, or any of the officers or principal members or other interested parties, have been adjudged bankrupt, either voluntary or involuntary, within the past 10 years. _NQ_ If yes, provide details (attach). ) 2

10 3. OTHER PROPERTY OWNED BY OFFEROR. Provide a complete list of real property owned by Offeror. Provide information relating to any violations of building, zoning, or health codes with respect to those buildings during your ownership of it. If Offeror owns commercial real estate that Offeror leases out, provide current occupancy rates based on square footage of constructed space broken down by year for as many years as can reasonably be provided, preferably at least from present. Occupancy rates can be monthly or annually averaged by building. Not Applicable. ) ) 3

11 4. PROJECT DESCRIPTION!TEAM/FINANCING. ANSWER THIS QUESTION AND RELATED SUB-PARTS ON A SEPARATE PAGE(S) USING CORRESPONDING NUMBERING. a. Development Team 1. Primary contact name, address, phone number, fax number, address, Federal ID number (if applicable) and Business ID number (if applicable) of the person or entity submitting the proposal. If the Offerer is not a natural person (i.e., partnership, corporation, LLC, etc), then the Offerer must disclose the name and address of each partner, officer, and/or member of the team submitting an application for this project. Primar]'_ Contact Name: Gene Kaufman Address: 525 BroadwaJ:'..?_New Yor!i_NY Phone Number: Federal ID: Not A~icable Business ID: Not AHlicable 11. Information on each proposed member of the development team and any identified ubcontractors or professionals, including, for each, a summary of firm information, role in the development of this project, and prior experience. Identify the proposed structure of this team for this particular project. Gene Kaufman will lead the development team. Mr. Kaufman is an accomplished architect with approximately thirty years' experience in real estate development. Mr. Kaufman has been involved in over 80 development projects. Gene Kaufman will oversee all of the above listed aspects of the project. Mr. Kaufman will be assisted by Ted and Marianne Hovivian with marketing of the project and management of the property. The Hovivians own and manage artists' spaces including the Bogart Lots in Brooklyn, NY. Cava Construction and Development will be the contractor that performs the construction work related to the conversion of the property to artists' studios. Cava is an experienced contractor in the New York area that has built numerous hotel and residential buildings throughout New York City. Background materials on Mr. Kaufman, the Hovivians and Cava are attached. Mr. Kaufman will also be assisted by Howard Protter, Dawn Ansbro and Kristin Jensen. Howard Protter is a senior partner in the law firm of Jacobowitz and Gubits, LLP in Walden NY. Dawn Ansbro is the Executive Director of the Orange County Arts Council. Kristin Jensen is the Director of Communications and Development at Catholic Charities Community Services of Orange County Descriptive information of the prior working relationship, if any, of the proposed development team. If this project is the first effort of this team to undertake a development, indicate the history and experiences leading to the establishment of this team. Gene Kaufman will oversee all of the above listed aspects of the project. Mr. Kaufman will be assisted by Ted and Marianne Hovivian with marketing of the project and management of the property. The Hovivians own and manage artists' 4

12 spaces including the Bogart Lots in Brooklyn, NY. Cava Construction and Development will be the contractor that performs the construction work related to the conversion of the property to artists' studios. Cava is an experienced contractor in the New York area that has built numerous hotel and residential buildings throughout New York City. Background materials on Mr. Kaufman, the Hovivians and Cava are attached. Mr. Kaufman will also be assisted by Howard Protter, Dawn Ansbro and Kristin Jensen. Howard Protter is a senior partner in the law firm of Jacobowitz and Gubits, LLP in Walden NY. Dawn Ansbro is the Executive Director of the Orange County Arts Council. Kristin Jensen is the Director of Communications and Development at Catholic Charities Community Services of Orange County. 1v. A full description of the most complex redevelopment project that the development team has completed with references for this specific project. Mr. Kaufman bas been involved in over 80 development projects. A portfolio of some of bis projects is attached. b. Project Description: The Offeror must include a detailed description of the proposed redevelopment project which includes: 1. Size of the project (square-footage, number of units); The size of the project will be 146,735 square feet and the number of artists' studios will be approximately 82 units. 1i. Describe renovation plans, timeline of entire project (pre-development through occupancy), on-site security, safety, and environmental mitigation measures during renovation timeline. The existing Orange County Government Center will be entirely converted to artists' studios and flexible event spaces. There will be no additions. The estimated time period to complete the conversion is 18 months Describe plans for maintenance of the Property, both landscaping, and internal structural maintenance. The property will be maintained by a property management company. 1v. Describe proposed use(s) in detail and any zoning issues which need to be addressed, including proposed re-zoning or variances, if applicable; The proposed uses are live/work and work-only artists' studio spaces and flexible event spaces. The current zoning is OB. If the current OB zoning is interpreted in a manner that does not allow the proposed uses, then an exemption to the OB zoning, a zoning variance or possible re-zoning will be necessary. ) v. Proposed Occupancy and Ownership Scenario The proposed occupancy will be on a lease term basis with ownership of the property remaining with the entity formed by Gene Kaufman to own the property. 5

13 ) vi. vii. Timeframe for Commencing Construction/Rehabilitation and Length of Pre-Development and Construction Periods. Construction is to commence immediately upon acquisition provided any applicable zoning issues are resolved and necessary permits can be issued immediately. The construction period is estimated to be approximately 18 months. There is no predevelopment period as the design plans have already been completed. Proposed sale price for property if portions of the property are to be sold off or if the entire property is planned on being sold after renovations. v111. Offer Price. Indicate offering price and structure of payment: ) c. Example # 1: Offeror is proposing an outright purchase in fee simple title and is offering to pay $5 million in certified bank funds at closing, inclusive of the $1 million deposit. Example #2: Offeror is proposing to lease the premises for 20 years at $X per year and shall be responsible for all taxes, utilities, insurance, etc. The Offering Price is Five Millions Dollars ($5,000,000). Offeror is offering to pay Five Millions Dollars ($5,000,000) in certified bank funds at closing. Budget: The Offeror must include a budget detailing the cost to implement the project, and the resources to be utilized to undertake the project. IF funds for the development of the land are to be obtained from sources other than the Offeror's own funds, a statement of the Offeror's plan for financing must be included, providing the sources, uses and amounts of funding available and letters of commitment. See Exhibits C and D. d. Marketing Plan: The Offeror must provide a marketing plan that demonstrates how the development will be marketed for prospective tenants and purchasers, (if any). See Exhibits C and D. e. Identification of County, Municipal and other Governmental Responsibilities Please identify what commitments may be required from the County of Orange or local municipalities to implement the project. Please note: Nothing in the RFP shall constitute a waiver, implied or expressed, of the zoning and planning requirements that may apply to any development proposal submitted hereunder. Indicate anticipated permitting requirements for the proposed use from all New York State, federal, County and municipal jurisdictional agencies. ) If the applicable zoning OB for the property does not allow the contemplated conversion to artists' studios, then either an exemption for the property from the OB zoning, a variance for the property or a re-zoning will be required from the County of Orange and/or the Village of Goshen. Other than building permits which may require Village Planning Board approval, no other regulatory approvals are contemplated as necessary in order to implement the project. 6

14 f. Labor Relations. Provide a detail explanation of your firm 's experience with reference to labor relations, contractual and legal issues, personnel benefits, employee orientation and training. Gene Kaufman has been involved with over 80 real estate development projects and has extensive experience with labor relations, contractual and legal issues. For the construction work, does Offeror anticipate utilizing a Project Labor Agreement with applicable organized labor? Yes x No Has Offerer utilized PLAs in the past? No. If so, for what project (provide details)? g. Key Personnel. Please identify and include resumes of the Principals who are or will be responsible for: lmplementation/pre-development; Marketing of the project; Construction and/or rehabilitation efforts; On-going property management Gene Kaufman wilj oversee au of the above listed aspects of the project. Mr. Kaufman will be assisted by Ted and Marianne Hovivian with marketing of the project and management of the property. The Hovivians own and manage artist's spaces including the Bogart Lots in Brooklyn, NY. Cava Construction and Development will be the contractor that performs the construction work related to the conversion of the Property to artists' studios. Cava is an experienced contractor in the New York area that has built numerous hotel and residential buildings throughout New York City. Background materials on Mr. Kaufman, the Hovivians and Cava are attached. Mr. Kaufman will also be assisted by Howard Protter, Dawn Ansbro and Kristin Jensen. Howard Protter is a senior partner in the law firm of Jacobowitz and Gubits, LLP in Walden NY. Dawn Ansbro is the Executive Director of the Orange County Arts Council. Kristin Jensen is the Director of Communications and Development at Catholic Charities Community Services of Orange County. In discussing the background of the key personnel for the above, please identify relevant project experience for each member of the development team. In particular, qualifications should include a description of project experience that demonstrates the following: Familiarity with New York State regulations related to the proposed uses; Experience with rehabilitation projects; Know ledge of Orange County and Lower Hudson Valley markets. h. References. Offerer shall supply references as follows: ) For each member of the development team: Three (3) references should be provided from financial institutions, lenders and project sponsors demonstrating ability to complete projects in timely manner and within established budgets. 7

15 For each member of the development team: Three (3) references should be provided from clients, indicating ability to complete projects in a timely manner and demonstrating the success of the project. References are attached. i. Litigation background. Provide a brief description of any litigation which Offeror, its parent company or subsidiaries (if applicable) have been involved in or are currently involved in. Include index numbers and name of case and jurisdiction. Not Applicable (attach additional information if necessary) j. If applicable, describe the circumstances under which Offeror was terminated from a construction contract, had a project foreclosed upon or otherwise had governmental or non-profit funding sources terminated. Not Applicable (attach additional information if necessary) 5. QUALITY ASSURANCE PLAN How does your firm plan to ensure that the proposed goals are met? Who is responsible for monitoring, reporting and taking corrective action if approvals are not meeting timelines and construction and/or occupancy rates are not being met? How are these activities aligned with the budget? Anchor tenants and pre-leasing will ensure that the Project is adequately leased. Gene Kaufman will be responsible for monitoring, reporting and taking corrective action if approvals are not meeting timelines and construction and/or occupancy rates are not being met. The development budget is inclusive of acquisition and development costs as well as the financing procurement expenses. The projected leasing revenue stream is adequate to support the financing costs associated with the development budget. (attach additional information if necessary). 6. YOUR NEIGHBORS 8

16 Orange County plans to (although it does not commit to in perpetuity), continue to own and control the courthouse facility next to the property being sold/leased and may build onto that facility or build on other pa1ts of the current County owned land near the land proposed to be sold/leased. Do you have any objections to the County building onto the Courthouse or nearby for court or other government space? Is your plan contingent on the County doing so. Are you prepared for the fact that the County may ultimately not choose to build near the property you are considering buying/leasing and how does that impact the viability of your project? Mr. Kaufman is aware that the County will continue to operate the Courthouse, has no objections to the continued operations of the Courthouse, and his plans are not contingent and will not be affected by the County's decision to build onto the Courthouse or nearby. 7. ADDITIONAL INFORMATION, INTERVIEWS & SITE VISITS The County may require any or all Offerors to present additional evidence of experience, ability and financial standing as well as a statement as to the materials, equipment or personnel which the Offeror will have available for the perfonnance of this contract. The County reserves the right to interview any or all Offerors and/or visit any or all Offeror's other properties during the evaluation of proposals. If applicable, the County shall may contact Offerors to arrange an interview. Offerors are reminded to include their best technical and price terms in their initial offer and not to automatically assume that they will have an opportunity to participate in interviews, site visits or be asked to submit supplemental material or negotiate a sale or lease price. The County may award the contract (or not award it at all) without interviews, if deemed to be within the best interests of the County. 8. ECONOMIC FACTORS a. What is the projected tax revenue for your project when completed based on current tax rates (school, county, town, village)? Projected revenue basis of $7,000,000 for taxation. b. Will you be seeking a PILOT or other federal, New York State or County of Orange funds for the project? If so, please describe. Yes, this property has been on the exempt tax roll of the Town of Goshen at an extremely high assessed valuation. The current assessment would need to be revisited upon this property coming off the exempt roll. There would be eligibility for 485-B exemption, but a PILOT agreement for the maximum period would provide certainty to the taxing authorities and to the project. c. Will your project be wholly or partially tax exempt as a matter of Jaw? To be determined. PILOT for 30 year period. d. To the extent ascertainable, what are the anticipated salary ranges of the persons you intend to work in the project once completed and the number of persons in such range? A range of salaries is acceptable. How did you calculate that range? The range was calculated based upon artist's income as a reflection of rental costs. 9

17 FTE under $25,000 per year 270 FTE between $25,001 and $50,000 per year FTE between $50,001 and $100,000 per year FTE over $100,000 per year 9. FINANCIAL CAPACITY TO COMPLETE PROJECT b. Capacity to complete the project is critical. Accordingly, Offerer must agree to provide, for the review of the County Legislature and any committee established by the County Legislature, as well as the County's legal, budget, and finance personnel, a financial statement, showing the assets and liabilities, including contingent liabilities, fully itemized in accordance with accepted accounting procedures and based on a proper audit. The financial st ment must be made available within fifteen days of any request by the Director of Real Prope1iy ax Services for the County or his designee. Offeror hereby acknowledges that such documents coun d up being su ~ect to public review. County will, however, at all times comply with the applicable r m in In o ation and all other laws. Offeror should sign below acknowledging this condition a d y bid if dd r agrees with this condition (and all conditions of this RFP): Signature, print name, title: Gene ) 10

18 I. Property To Be Purchased Exhibit C: Offer Price and Conditions of Offer A. The land and the structures commonly known as Divisions l, 2 and 3 of the Orange County Government Center located at Main Street, Goshen, NY 10924, as more fully described in Schedule A attached hereto (the "Property"). II. Seller of Property A. County of Orange County, New York; Village of Goshen, New York; all other entities or municipalities holding title or interests in the property. Ill. Purchaser of the Property A. Gene Kaufman by way of an entity to be fonned. JV. Purchase Price for the Property ) A. Five Million Dollars ($5,000,000). V. Delivery at Closing A. Fee Simple Title to the Property, subject only to agreed easements B. Fully vacant and unoccupied Property; any existing leases will be voided unless explicitly assumed by Buyer VJ. Conditions A. If required for contemplated development of the Property, an exemption to the OB zoning, a zoning variance or a re-zoning for Purchaser' s contemplated development must be granted. Orange County, its Municipalities and local government will be responsible for assisting Offerer with obtaining all necessary zoning allowances. B. Any existing or required easements must be agreed to by Purchaser prior to Closing..) 1

19 C. A mutually satisfactory determination regarding any sprinklers, fire alarm and fire protection requirements. It is assumed that the existing fire protection systems are adequate for the proposed use. D. Purchaser will be allowed all necessary time required p1ior to Closing to obtain all land use approvals and permits required for Purchaser's contemplated development of the Property. Closing to occur after the expiration of the statute of limitations for challenges to the land use approvals and permits. E. Seller is responsible for all obligations and liabilities stemming from its ownership of the Property prior to sale of Property to Purchaser and will defend and indemnify Purchaser in connection with all such obligations and liabilities. An amount to be agreed upon will be held by seller in escrow for a period of one year following to closing to be applied to any liens stemming any obligations and liabilities in connection with Seller's ownership of the Property prior to sale of Property to Purchaser. F. Seller will deliver to Purchaser a good and sufficient Deed, conveying a good and clear record and marketable title to the Property at time of Closing to be registered at the Registry of Deeds. G. Seller' s right of first refusal to lease the Property will only apply to leasing of the entire property and will not apply to leasing of tenant spaces within the Property. H. Purchaser's Deposit of One Million Dollars ($1,000,000) in connection with the RFP Process will be held in escrow and applied towards the Purchase Price for the Property to be paid by Purchaser. I. Purchaser' s Deposit of One Million Dollars ($ 1,000,000) in connection with the RFP Process is fully refundable should these conditions not be met. J. Seller' s acceptance of Purchaser' s Deposit of One Million Dollars ($1,000,000) in connection with the RFP Process will constitute Seller' s agreement to all the conditions stated herein. VII. Acceptance ) A. Seller will decide whether to accept this Offer within 120 days of December 5, If the Offer is not accepted with 120 days of December 5, 2014, the Offer will be 2

20 rescinded and Purchaser' s Deposit of One Million Dollars ($1,000,000) plus any accrued interest will be fully refunded to Purchaser immediately. ) 3

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