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Home My Public Portal About2021.03.09 TBwksp Packet WORKSHOP MEETING MARCH 9, 2021 4:00 PM AGENDA 03-05-2021 PLEDGE OF ALLEGIANCE ROLL CALL REVIEW OF AGENDA ITEMS FOR THE MARCH 16, 2021 RTB MEETING PRESENTATION: NEW YORK POWER AUTHORITY ON STREET LIGHTING INITIATIVE DISCUSSION: IRONDEQUOIT COMMUNITY CENTER OPERATING PLAN ITEM(S) FOR BOARD ACTION 3WS2021-1 Adopt a Resolution Authorizing the Supervisor to Execute the Second Amendment to Project Schedule of Irondequoit Community Center **NEXT REGULAR TOWN BOARD MEETING…TUESDAY, MARCH 16, 2021 @ 7 pm ** 9725287_1 Resolution No. 2021-________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD AUTHORIZING THE SUPERVISOR TO EXECUTE THE SECOND AMENDMENT TO PROJECT SCHEDULE OF IRONDEQUOIT COMMUNITY CENTER At the workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 9th of March 2021 at 4:00 P.M. local time, there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________ offered the following resolution and moved its adoption: WHEREAS, on January 30, 2019, the Town entered into a Lease Agreement (“Lease”) with 1733 Ridge Rd LLC to utilize space located at the former Irondequoit Mall for the purpose of constructing a community center (the “Irondequoit Community Center”); and WHEREAS, effective January 6, 2020, 1733 Ridge Rd LLC and the Town entered into a project schedule (“Project Schedule”) to delineate their responsibilities with respect to the costs and construction of the Irondequoit Community Center; and WHEREAS, 1733 Ridge Rd LLC conveyed its interest in the Lease and Project Schedule to Skyview Phase I LLC (“Skyview”), to serve as landlord thereunder; and WHEREAS, by the First Amendment to Project Schedule, dated June 22, 2020, Skyview and the Town agreed to the First Amendment to Project Schedule to, among other things, add a new section, Section 15, allocating among the parties certain unforeseen costs; and WHEREAS, the Town is nearing completion of construction of the Irondequoit Community Center; and WHEREAS, the Town and Skyview wish to amend the Project Schedule to allocate certain additional unforeseen costs that have arisen since the commencement of construction of the Irondequoit Community Center; and 9725287_1 WHEREAS, the Town and Skyview have negotiated a Second Amendment to Project Schedule, in the form annexed hereto as Exhibit A, and the Town Board determines that it is in the best interests of the Town to enter into such agreement. NOW, THEREFORE, BE IT RESOLVED, that the Supervisor is hereby authorized to execute the Second Amendment to Project Schedule, in substantially the form attached hereto as Exhibit A, and in final form as approved and negotiated by the Attorney for the Town, and is further authorized to execute any and all documents as required, including but not limited to change orders, in order to accomplish the work set forth in the Second Amendment to Project Schedule. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member ____________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting __________ Town Board Member Perticone voting __________ Town Board Member Romeo voting __________ Town Board Member Freeman voting __________ Town Supervisor Seeley voting __________ 9725287_1 Exhibit A (Second Amendment to Project Schedule) 1 9723672_1 SECOND AMENDMENT TO PROJECT SCHEDULE THIS SECOND AMENDMENT TO PROJECT SCHEDULE (this “Second Amendment”) is made and entered into as of ____________, 2021 (the “Effective Date”) by and between Skyview Phase I LLC, a New York limited liability company with offices at 550 Latona Road, Building E, Suite 501, Rochester, New York 14626 (the “Landlord”) and the TOWN OF IRONDEQUOIT, a municipal corporation with offices at 1280 Titus Avenue, Rochester, New York 14617 (the “Tenant”). WHEREAS, 1733 Ridge Rd LLC (“Former Landlord”), a New York limited liability company, and Tenant entered into the Lease Agreement dated January 30, 2019 (the “Lease”) whereby Former Landlord leased to Tenant the Premises, as defined therein; and WHEREAS, pursuant to the Lease, Former Landlord and Tenant entered into the Project Schedule dated January 6, 2020 (the “Project Schedule”) whereby Former Landlord and Tenant delineated their responsibilities with respect to the costs and construction of improvements to the Premises; and WHEREAS, on December 27, 2019, Former Landlord conveyed its fee interest in the Premises to Landlord; and WHEREAS, by the Assignment and Assumption of Lease and Project Schedule, dated April 13, 2020 (the “Assignment”), Former Landlord assigned, transferred, and conveyed the Lease and Project Schedule to Landlord, together with all of Former Landlord’s right, title, and interest in and to the Lease and Project Schedule, with all of the rights, benefits and privileges of the Former Landlord thereunder; and WHEREAS, by the Assignment, Landlord undertook and assumed all responsibilities and obligations of Former Landlord under the Lease and Project Schedule; and WHEREAS, by the First Amendment to Project Schedule, dated June 22, 2020 (the “First Amendment”), the Landlord and Tenant amended the Project Schedule to, among other things, add a news section, Section 15 (“Section 15”), allocating among the parties certain unforeseen costs with respect to Landlord’s Work and Tenant’s Work; and WHEREAS, Landlord and Tenant desire to amend Section 15 to allocate among the parties certain additional unforeseen costs. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Section 15 of the Project Schedule is hereby amended to add a new paragraph, as follows: g. The parties agree to share the costs of installing 12 feet tall butt glazed glass windows (the “Butt Glazed Windows”) along the lower level common wall between the Premises and the Mall. The Tenant shall install the Butt Glazed Windows at its initial cost and expense, anticipated to be $286,710.05 and in no event to exceed $300,000 (the “Upfront Cost”). The Landlord shall thereafter reimburse the Town for fifty-nine 2 9723672_1 percent (59%) of the Upfront Cost in equal installments over ten years (the “Landlord Reimbursement”). The Landlord shall make the Landlord Reimbursement as follows: for the first through eleventh calendar years following the Rent Commencement Date, upon Landlord submitting to tenant the Reconciliation Statement described in Section 7(a) of the Lease, Landlord shall include a separate line applying a credit toward the Estimated Expenses paid by the tenant for the calendar year subject to the Reconciliation Statement equal to one-tenth of the Landlord Reimbursement. Each payment toward the Landlord Reimbursement shall be subject to Tenant’s Right to Audit as set forth in Section 6(c) of the Lease. In the eleventh year, should Landlord owe Tenant any credit on future Rent which is attributable to the Landlord Reimbursement, Landlord shall make the entire Landlord Reimbursement then-owed in a single payment in cash. 2. Except as amended hereby and as previously amended, the Project Schedule shall remain unmodified and in full force and effect. In the event of an inconsistency between the Project Schedule, the First Amendment, and this Second Amendment, the terms of this Second Amendment shall control. 3. This Second Amendment shall inure to the benefit of and shall be binding upon the parties and their respective successors and/or assigns. 4. This Second Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [SIGNATURE PAGE FOLLOWS] 3 9723672_1 IN WITNESS WHEREOF, the undersigned have executed this Project Schedule as of the date set forth above. LANDLORD: SKYVIEW PHASE I LLC TENANT: TOWN OF IRONDEQUOIT BY: BY: NAME: NAME: TITLE: TITLE: