MEMORANDUM OF UNDERSTANDING The MEMORANDUM OF UNDERSTANDING (“MOU”) is made as of ______________, 2023 (“Effective Date”), by and between the TOWN OF WEBSTER (the “Town”), a municipality, having its principal place of business at 1000 Ridge Road, Webster, NY 14580, and the WEBSTER CENTRAL SCHOOL DISTRICT (the “District”), a New York general municipal corporation, having its principal place of business at 119 South Avenue, Spry Middle School, 3rd Floor, Webster, NY 14580. The Town and the District are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” RECITALS WHEREAS, the Town and District are contemplating an agreement for the exchange of real property and services for the benefit of the School District and the Town; and WHEREAS, the Parties understand said exchange shall be for improvements from the Town on District property of equal or greater value to the property-the School District will transfer to the Town for an improved roadway; and WHEREAS, the District is contemplating conveying a part of a parking lot consisting of approximately .6216 acres, located at 1610 Boulter Industrial Park, identified as Tax Map No. 066.-3-1-6-08, depicted in Schedule A to be developed by the Town as a public roadway; and WHEREAS, in exchange the Town shall develop and construct a parking lot on the District land located at 1640 Boulter Industrial Park, identified as tax map # 066.03-1-6.007, in a manner to be described by the District; and WHEREAS, the exchange is for equal or greater value to the School District. NOW, THEREFORE, the parties seek to move forward as follows: 1. The Town shall obtain a survey and title information for the proposed parcel to be conveyed and the District will cooperate with supplying any relevant information. The Town’s counsel shall prepare all relevant transfer documents subject to the approval of the District’s counsel and shall be responsible for all related recording. 2. The District shall identify the scope of parking lot work to be completed and the materials required. The parties will enter into a separate agreement for the completion of the improvements of the District property which shall occur before any property transfer. 3. Each party shall obtain the approval of its governing board and any necessary state and local approvals prior to any transfer.
4. Contingencies: A.
This Agreement is contingent upon the following: 1. State and Local approval of the subdivision of the parcel; 2. Satisfaction of the contingencies and obligations of both parties related to the scope of work, design and construction of the parking lot.
5. Miscellaneous Provisions: A.
Unless otherwise stated, each party will be responsible for its own legal and consulting costs related to this agreement and its implementation.
B.
The Parties agree to cooperate with each other, in good faith, in connection with providing such information, answering such questions, and/or furnishing such documents as are reasonably requested by either Party’s attorneys, consultants or advisors retained by either Party. The parties agree to cooperate to move forward in an expeditious manner.
C.
During the term of this agreement, until termination or expiration thereof occurs, whichever is earlier: 1. The Parties agree that they will not solicit, encourage offers from, or otherwise enter into discussions, negotiations or agreements with any third-party regarding the lease or use of the real property which is the subject of this agreement except as required by law; and
D.
The Parties agree that the rights and obligations created in this agreement shall be binding on and enforceable by the Parties herein.
E.
Notices required or permitted to be given under this agreement shall be in writing and shall be addressed to the receiving Party’s address set forth below or to such other address as a Party may designate by notice hereunder, with a copy to counsel, and shall be (i) delivered by hand, (ii) sent by overnight courier, (iii) sent by certified or registered mail, return receipt requested, postage prepaid, or (iv) sent by electronic mail. i. If to the District at: Superintendent of Schools 119 South Avenue, 3rd Floor District Administrative Offices Webster, NY 14580 Telephone: (585) 216-0000 Email: brian_neenan@websterscsd.org
Colleen W. Heinrich, Esq. Ferrara Fiorenza, P.C. 510 Campuswood Drive East Syracuse, NY 13057 Telephone No.: (315) 437-7600 Facsimile No.: (315) 437-7744 Email: cwheinrich@ferrarafirm.com ii.
Webster Town Supervisor 1000 Ridge Road Webster, NY 14580 Telephone: (585) 872-1000 Email: supervisor@ci.webster.ny.us
F.
This agreement may not be changed or modified except by a written instrument executed by both Parties.
G.
Neither Party may assign this agreement nor any rights hereunder, nor may it delegate any of its duties to be performed hereunder, without the prior written consent of the other Party.
H.
The headings of the various sections of this agreement are inserted merely for convenience and do not expressly or by implication limit, define or extend the specific terms of the sections so designated.
I.
This agreement contains the entire agreement of the Parties with respect to the matters set forth herein, supersedes all prior negotiations and agreements, by and between the Parties, except for the Map, which is incorporated herein as Exhibit A.
J.
The waiver by either Party of a breach or violation of any provision of this agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.
K.
If any provision of this agreement is held to be unenforceable for any reason, its unenforceability shall not affect the remainder of this agreement, which shall remain in full force and effect and enforceable in accordance with its terms.
L.
This agreement may be executed in two (2) counterparts and each counterpart, when so executed and delivered, shall constitute a complete and original instrument, and it shall not be necessary when making proof of this agreement or any counterpart hereto to produce or account for any other
counterparts. Signatures to this agreement that are distributed to the parties via facsimile or other electronic means, e.g. .pdf format shall be deemed original signatures. IN WITNESS WHEREOF, the Parties have duly executed this agreement as of the date first above written. WEBSTER CENTRAL SCHOOL DISTRICT By:
_________________________________ Brian Neenan, Superintendent of Schools
TOWN OF WEBSTER By:
Thomas Flaherty, Town Supervisor