Senior Center MOU

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					                             MEMORANDUM OF UNDERSTANDING


       This document constitutes a Memorandum Of Understanding (“MOU”) entered into this
_____ day of March, 2014, between GALVAN INITIATIVES FOUNDATION (hereinafter
“GIF”), a private operating foundation organized and registered in New York under the Internal
Revenue Code with an address located at 400 State Street, Hudson, New York 12534 and CITY
OF HUDSON (hereinafter “City”), a municipality with an address at 520 Warren Street, Hudson,
New York 12534.

       WHEREAS, GIF is the current owner of a certain building and real property located at
51 North Fifth Street, Hudson, New York (“Fifth Street Armory”);

       WHEREAS, GIF intends on leasing space at the Fifth Street Armory;

       WHEREAS, City is a Senior Center operator desiring to continue its operation of a
Senior Center within the City of Hudson;

       WHEREAS, GIF and City have discussed the potential of leasing the second floor front
section of the Fifth Street Armory consisting of approximately 3,335 square feet of self-
contained space to City (the “Leased Space”);

       WHEREAS, GIF intends to develop the Fifth Street Armory and the Leased Space (the
“Project”);

       WHEREAS, GIF intends to develop and construct within the Project a library and
primary care facility;

       WHEREAS, GIF intends to develop and construct within the Project a Senior Center
(the “Senior Center Project”).

        NOW THEREFORE, this MOU reflects GIF and City's understanding of certain
preliminary discussions the parties have had concerning their negotiations for entering into a
long-term lease agreement.

       1.       Term: GIF and City have discussed entering into a thirty (30) year lease at the
annual rent of Twelve and 00/100 ($12.00) Dollars per year. The City will have the option to
opt-out of the lease every two (2) years.

       2.      Senior Center Project Development: GIF shall oversee the Senior Center Project
and shall be responsible for developing a construction plan for the Project. City shall not be
responsible for providing project development financing.

       3.      Development Timeline:        Project construction will commence no later than
October 2013. GIF shall endeavor to complete the Senior Center Project by June 2014. The
construction timeline is not contingent on the timeline of the library, primary care facility, or
any other projects involving the Armory.


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       4.       Due Diligence: GIF, and/or its authorized representative, shall be responsible for
preparing and submitting (i) a Phase I Environmental Survey, (ii) any building permit
applications, (iii) any zoning variance applications and (iv) any other applications for permits or
variances required for the Project. It is expressly understood that GIF has made no
representations regarding the suitability of the Fifth Street Armory as a Senior Center but all
applications for permits or variances shall be obtained prior to commencement of the Senior
Center Project.

       5.       Compliance for Use: GIF shall be responsible for ensuring that the Leased Space
meets with any applicable local, state and/or federal laws and regulations governing siting,
zoning, etc. for the Leased Space to be used as a Senior Center.

        6.     Fit-Up: It is understood that GIF shall be responsible for the work associated with
(i) the build-out of the Senior Center project pursuant to a floor plan and/or schematics, (ii)
ensuring that the Leased Space is handicapped accessible, (iii) installing separate utility hook-
ups for the Leased Space, and (iv) ensuring that the Leased Space is supplied with electricity and
heat. It is understood that GIF reserves the right to make the final decisions associated with the
fit-up of Leased Space.

        7.     Fit-Up of Leased Space:         GIF shall hire the services of an architect (with
specific expertise in community facilities), consultant, contractor and/or other professionals it
deems necessary for the design, allocation, and use of the Leased Space pursuant to the floor
plans and/or construction drawings. The scope of work shall include (i) distribution of heating
and cooling systems, (ii) distribution of electricity and lighting, (iii) partitioning of the Leased
Space, and (iv) installing furniture and fixtures specific to use as a Senior Center.

        8.     Utilities:     GIF and City have discussed having the electric, heat and water
metered separately for the Leased Space. To the extent utilities may be metered separately, City
shall be responsible for its separate metered charges. If any utility is unable to be metered
separately for the Leased Space, it is understood that GIF shall provide City with a monthly
utility statement for its pro rata utility services rendered which shall be due and p ayable
within thirty (30) days of transmittal to City. It is the intention of GIF to convert the existing
heating and cooling system to an energy efficient gas system.

       9.       Maintenance and Repairs:        GIF understands it to be responsible for the costs
associated with the maintenance of the Fifth Street Armory structural components and any public
spaces of the Fifth Street Armory outside of the Leased Space. It is understood that the normal
maintenance and repairs of any area dedicated as the Leased Space shall be the sole
responsibility of the City. Further, it is understood that GIF shall be responsible for arranging for
and paying for snow and ice removal for the exterior sidewalks in accordance with the
ordinances of the City of Hudson.

       10.    Insurance and Indemnification:     City shall carry premises casualty insurance
and shall name GIF as an Additional Insured with sufficient limits appropriate for the intended
use and operations of the Leased Space by City. As tenant, City will indemnify and hold



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harmless GIF with respect to any and all liabilities incurred through no fault of GIF.

        11.     Lease Agreement:      This MOU is conditioned upon the execution and delivery
by GIF and City of a definitive lease agreement, mutually satisfactory to the parties and their
counsel, which sets forth the specific terms and conditions of the lease and includes without
limitation the terms and conditions set forth in this MOU.

       Execution of this MOU does not obligate either party to accept any particular terms. It is
expressly agreed that if a mutually acceptable final lease agreement is not agreed to and executed
by both parties on or before May 2013, neither party shall any further obligation to continue
negotiating with the other.




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       IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
the day and year first above written.

                                              GALVAN INITIATIVES FOUNDATION


                                              By: ______________________________
                                              Name: ____________________________
                                              Title: _____________________________

                                              CITY OF HUDSON


                                              By: ______________________________
                                              Name: ____________________________
                                              Title: _____________________________




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