Preview
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023
"B"
Exhibit
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023
Lena Paxos
From: Dalzell, Thomas
Sent: Thursday, April 28, 2022 4:33 PM
To: Brian K. Condon; Lena Paxos; kostasnp@outlook.com; npaxos@Iive.com
Cc: Gordon Steven; Sue Gordon; Jeffrey DeVoesick; Tomany, Jodi
Subject: Greenport Hudson Plaza - Calculation of Escrow Fund for Beer Universe Lease
Subject: Greenport Hudson Plaza - Calculation of Escrow Fund for Beer Universe Lease
The calculation of the amount of $578,910 for Escrow Fund (in the event the pending lease with Beer Universe is not
fully executed and contingencies for liquor licensing removed) is equal to the Cap Rate applied to the change in NOI if
the pending lease does not become fully executed without contingencies.
" The current purchase price is based upon an NOI of $536,290 and a Cap Rate of 9.08966%. = $5,900,000.
" The NOI of $536,290 assumes the execution of a lease with Beer World, Inc. (dba Beer for the
Crazy Universe)
17,000 square feet and the removal of contingencies (tenant obtaining its liquor license).
" If this lease does not go into effect without contingencies, the net loss of revenues will cause a reduction of
$52,621 in the property's NOl. This reduction is based on the loss of Base Rent ($51,000) and projected
Reimbursements ($30,686)from Beer Universe offset by a slightly lower Management Fee (approx. $568) and
eliminating the General Vacancy Factor ($28,497) which was required when the property was 100% leased
(without Beer Universe the center has a 14.3% vacancy). Note that the NOI still includes a Absorption &
Turnover Vacancy Allowance.
" If this lease does not go into effect without contingencies, then the final purchase price will be reduced by
$578,910 to $5,321,090.
With Without
Beer Universe Beer Universe DELTA
NOI $536,290 $483,669 $52,621
Cap Rate 9.08966% 9.08966% 0%
Price $5,900,000 $5,321,090 $578,910
" Since the final date of the run past the anticipated Close of Escrow, the Escrow Agent
contingency may Closing
for the Sale of the Property shall hold in reserve $578,910 until such date as the contingency is removed or the
lease is canceled. If the contingency is removed and the lease goes fully into effect, then the full amount of the
reserve shall be transferred to the Seller. If the lease is canceled then the full amount of the reserve shall be
transferred to the Buyer.
Thomas C. Dalzell
Associate Director - National Retail Team
Institutional Property Advisors (914 220-9743 direct
391-567-
50 Main Street (914; mobde
Suite 925 914) 220-9731 fax
hite Plains NY 10806 idaizel jeausa.com
1
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023
Fol io w us on :
Institutional
IPA won tr
sminsman Ad risor s
CONFIDENTIALITY NOTICE and DISCLAIMER: This email messageis intended only for the personor entity to which it is addressedand may containconfidential and/or
privileged material. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, pleasecontact the senderby reply email and
destroy all copiesof the original message.If you are the intendedrecipient but do not wish to receivecommunicationsthrough this medium, pleaseso advisethe sender
immediately. Nothing in this communication should be interpretedas a digital or electronic signature that can be usedto authenticatea contract or other legaldocument. The
recipients areadvisedthat the senderand Marcus & Millichap arenot qualified to provide, and havenot beencontractedto provide, legal, financial, or tax advice,and that any
such advice regardingany investment by the recipients must be obtained from the recipients' attorney, accountant,or tax professional.
2
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023
Lena Paxos
From: Lena Paxos
Sent: Friday, May 13, 2022 6:08 PM
To: Jeffrey DeVoesick; Brian K. Condon
Cc: Tomany, Jodi; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon; Nick Paxos;
Dalzell, Thomas
Subject: RE: Greenport Hudson Plaza - Seller's
Attorney
Attachments: PSA Greenport Hudson 5.13.22.doc
Importance: High
Mr. DeVoesick,
It was a pleasure speaking with you by telephone yesterday. As promised, please find attached what I
hope will represent the final draft of the proposed PSA.
As discussed, the only remaining term that seems to be in contention is the amount of the Escrow Fund.
Please be assured that we understand Seller's calculations, but without the liberty of the financial Due
Diligence investigation Purchaser cannot verify the numerical accuracy and is therefore being asked to
rely on Seller's representations. For that reason, we merely added language that would reserve
Purchaser's right to adjust the Escrow Fund should the Due Diligence Period reflect different NOI
calculations. Purchaser takes no issue with only seeking indemnification of the Escrow Fund if the Beer
lease is not executed.
Also, we understand Seller's representation that they have a contract to clear the space at no cost to them
should the Beer Lease not be executed, but in order to guarantee that the space is delivered in a broom
clean condition we are requesting that the 30K escrow remain in place.
Looking forward to your thoughts and to moving into contract. Thank you. Have a wonderful weekend.
Respectfully,
Lena E. Paxos, Esq.
CONDON
C
4
55 Old Turnpike Road
Axos
Suite 502 - Nanuct, NY 10954
Tel: 845.627.8500 x103
Fax: 845.627.8507
e-mail: Lena@CondonPaxos.com
website: mny.CondonPaxos.com
CONFIDENTIAUTY NOTE: THIS EMAIL AND ANY ATTACHMENTS THERETO ARE CONFIDENTIAL AND MAY BE PROTECTED BY LEGAL PRIVILEGE. IF YOU
ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYlNG, DISTRIBUTION OR USE OF THIS EMAIL OR ANY ATTACHMENT IS
PROHIBITED. IF YOU HAVE RECEIVED THIS EMAIL IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY RETURNING IT TO THE SENDER AND DELETE THIS
COPY FROM YOUR SYSTEM. THANK YOU FOR YOUR COOPERATION
IMPORTANT: NEVER WIRE FUNDS TO THIS OR ANY OFFICE WITHOUT VERBAL VERIFICATION. ALWAYS CALL THIS OFFICE
BEFORE YOU WIRE. YOU MUST VERBALLY VERIFY THE AMOUNT AND THE WIRING INSTRUCTIONS BEFORE YOU WIRE!
1
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023
Lena Paxos
From: Jeffrey DeVoesick
Sent: Tuesday, May 17, 2022 4:47 PM
To: Lena Paxos; Brian K. Condon
Cc: Tomany, Jodi; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon; Nick Paxos;
Dalzell, Thomas
Subject: RE: Greenport Hudson Plaza - Seller's
Attomey
I can talk today at 5:30 or tomorrow at 9:30.
From: Lena Paxos
Sent: Tuesday, May 17, 2022 4:43 PM
To: Jeffrey DeVoesick ; Brian K. Condon
Cc: Tomany, Jodi ; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon
; Nick Paxos ; Dalzell, Thomas
Subject: RE: Greenport Hudson Plaza - Seller's Attorney
Importance: High
Jeff,
My partner and I tried to Call your office. Let us know a good time to hop on a call to get this over the
finish line.
Respectfully,
Lena E. Paxos, Esq.
CONDON
PAXOS
55 Old Turnpike Road
Suite 502 - Nanuet, NY 10954
Tel: 845.627.8500 x103
Fax: 845.627.8507
e-mail: Lena@CondonPaxos.com
website: wmy.CondonPaxos.com
CONFIDENTIALITY NOTE: THIS EMAll AND ANY ATTACHMENTS THERETO ARE CONFIDENTIAL AND MAY BE PROTECTED BY LEGAL PRIVILEGE. IF YOU
ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYlNG, DISTRIBUTION OR USE OF THIS EMAIL OR ANY ATTACHMENT IS
PROHIBITED. IF YOU HAVE RECEIVED THIS EMAIL IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY RETURNING IT TO THE SENDER AND DELETETHIS
COPY FROM YOUR SYSTEM. THANK YOU FOR YOUR COOPERATION
IMPORTANT: NEVER WIRE FUNDS TO THIS OR ANY OFFICE WITHOUT VERBAL VERIFICATION. ALWAYS CALL THIS OFFICE
BEFORE YOU WIRE. YOU MUST VERBALLY VERIFY THE AMOUNT AND THE WIRING INSTRUCTIONS BEFORE YOU WIRE!
From: Jeffrey DeVoesick
Sent: Tuesday, May 17, 2022 3:13 PM
To: Lena Paxos ; Brian K. Condon
Cc: Tomany, Jodi ; kostasnp@outlook.com; sue@gcc-coa.com; Steve Gordon
; Nick Paxos ; Dalzell, Thomas
Subject: RE: Greenport Hudson Plaza - Seller's Attorney
1
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023
Lena,
See attached. Please call me to discuss Paragraph 2. Also, this remains subject to my clients review and comment as she
is receiving this without having had opportunity to review my last changes.
I think we are really close. Once we are good to go, I will prepare the schedules and exhibits.
Please call at your earliest convenience.
Jeff
From: Lena Paxos
Sent: Friday, May 13, 2022 6:08 PM
To: Jeffrey DeVoesick ; Brian K. Condon
Cc: Tomany, Jodi ; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon
; Nick Paxos ; Dalzell, Thomas
Subject: RE: Greenport Hudson Plaza - Seller's
Attorney
Importance: High
Mr. DeVoesick,
It was a pleasure speaking with you by telephone yesterday. As promised, please find attached what I
hope will represent the final draft of the proposed PSA.
As discussed, the only remaining term that seems to be in contention is the amount of the Escrow Fund.
Please be assured that we understand Seller's calculations, but without the liberty of the financial Due
Diligence investigation Purchaser cannot verify the numerical accuracy and is therefore asked to
being
rely on Seller's representations. For that reason, we merely added language that would reserve
Purchaser's right to adjust the Escrow Fund should the Due Diligence Period reflect different NOI
calculations. Purchaser takes no issue with only seeking indemnification of the Escrow Fund if the Beer
lease is not executed.
Also, we understand Seller's representation that they have a contract to clear the space at no cost to them
should the Beer Lease not be executed, but in order to guarantee that the space is delivered in a broom
clean condition we are requesting that the 30K escrow remain in place.
Looking forward to your thoughts and to moving into contract. Thank you. Have a wonderful weekend.
Respectfully,
Lena E. Paxos, Esq.
C'
CONI)ON
CPAXOS
55 Old Turnpike Road
Suite 502 " Nanuct, NY 10954
Tel: 845.627.8500 x103
Fax: 845.627.8507
e-mail: Lena@Condonl³axos.com
website: umy.Condonl'axos.com
2
Preview
FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023 "B" Exhibit FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023 Lena Paxos From: Dalzell, Thomas Sent: Thursday, April 28, 2022 4:33 PM To: Brian K. Condon; Lena Paxos; kostasnp@outlook.com; npaxos@Iive.com Cc: Gordon Steven; Sue Gordon; Jeffrey DeVoesick; Tomany, Jodi Subject: Greenport Hudson Plaza - Calculation of Escrow Fund for Beer Universe Lease Subject: Greenport Hudson Plaza - Calculation of Escrow Fund for Beer Universe Lease The calculation of the amount of $578,910 for Escrow Fund (in the event the pending lease with Beer Universe is not fully executed and contingencies for liquor licensing removed) is equal to the Cap Rate applied to the change in NOI if the pending lease does not become fully executed without contingencies. " The current purchase price is based upon an NOI of $536,290 and a Cap Rate of 9.08966%. = $5,900,000. " The NOI of $536,290 assumes the execution of a lease with Beer World, Inc. (dba Beer for the Crazy Universe) 17,000 square feet and the removal of contingencies (tenant obtaining its liquor license). " If this lease does not go into effect without contingencies, the net loss of revenues will cause a reduction of $52,621 in the property's NOl. This reduction is based on the loss of Base Rent ($51,000) and projected Reimbursements ($30,686)from Beer Universe offset by a slightly lower Management Fee (approx. $568) and eliminating the General Vacancy Factor ($28,497) which was required when the property was 100% leased (without Beer Universe the center has a 14.3% vacancy). Note that the NOI still includes a Absorption & Turnover Vacancy Allowance. " If this lease does not go into effect without contingencies, then the final purchase price will be reduced by $578,910 to $5,321,090. With Without Beer Universe Beer Universe DELTA NOI $536,290 $483,669 $52,621 Cap Rate 9.08966% 9.08966% 0% Price $5,900,000 $5,321,090 $578,910 " Since the final date of the run past the anticipated Close of Escrow, the Escrow Agent contingency may Closing for the Sale of the Property shall hold in reserve $578,910 until such date as the contingency is removed or the lease is canceled. If the contingency is removed and the lease goes fully into effect, then the full amount of the reserve shall be transferred to the Seller. If the lease is canceled then the full amount of the reserve shall be transferred to the Buyer. Thomas C. Dalzell Associate Director - National Retail Team Institutional Property Advisors (914 220-9743 direct 391-567- 50 Main Street (914; mobde Suite 925 914) 220-9731 fax hite Plains NY 10806 idaizel jeausa.com 1 FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023 Fol io w us on : Institutional IPA won tr sminsman Ad risor s CONFIDENTIALITY NOTICE and DISCLAIMER: This email messageis intended only for the personor entity to which it is addressedand may containconfidential and/or privileged material. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, pleasecontact the senderby reply email and destroy all copiesof the original message.If you are the intendedrecipient but do not wish to receivecommunicationsthrough this medium, pleaseso advisethe sender immediately. Nothing in this communication should be interpretedas a digital or electronic signature that can be usedto authenticatea contract or other legaldocument. The recipients areadvisedthat the senderand Marcus & Millichap arenot qualified to provide, and havenot beencontractedto provide, legal, financial, or tax advice,and that any such advice regardingany investment by the recipients must be obtained from the recipients' attorney, accountant,or tax professional. 2 FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023 Lena Paxos From: Lena Paxos Sent: Friday, May 13, 2022 6:08 PM To: Jeffrey DeVoesick; Brian K. Condon Cc: Tomany, Jodi; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon; Nick Paxos; Dalzell, Thomas Subject: RE: Greenport Hudson Plaza - Seller's Attorney Attachments: PSA Greenport Hudson 5.13.22.doc Importance: High Mr. DeVoesick, It was a pleasure speaking with you by telephone yesterday. As promised, please find attached what I hope will represent the final draft of the proposed PSA. As discussed, the only remaining term that seems to be in contention is the amount of the Escrow Fund. Please be assured that we understand Seller's calculations, but without the liberty of the financial Due Diligence investigation Purchaser cannot verify the numerical accuracy and is therefore being asked to rely on Seller's representations. For that reason, we merely added language that would reserve Purchaser's right to adjust the Escrow Fund should the Due Diligence Period reflect different NOI calculations. Purchaser takes no issue with only seeking indemnification of the Escrow Fund if the Beer lease is not executed. Also, we understand Seller's representation that they have a contract to clear the space at no cost to them should the Beer Lease not be executed, but in order to guarantee that the space is delivered in a broom clean condition we are requesting that the 30K escrow remain in place. Looking forward to your thoughts and to moving into contract. Thank you. Have a wonderful weekend. Respectfully, Lena E. Paxos, Esq. CONDON C 4 55 Old Turnpike Road Axos Suite 502 - Nanuct, NY 10954 Tel: 845.627.8500 x103 Fax: 845.627.8507 e-mail: Lena@CondonPaxos.com website: mny.CondonPaxos.com CONFIDENTIAUTY NOTE: THIS EMAIL AND ANY ATTACHMENTS THERETO ARE CONFIDENTIAL AND MAY BE PROTECTED BY LEGAL PRIVILEGE. IF YOU ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYlNG, DISTRIBUTION OR USE OF THIS EMAIL OR ANY ATTACHMENT IS PROHIBITED. IF YOU HAVE RECEIVED THIS EMAIL IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY RETURNING IT TO THE SENDER AND DELETE THIS COPY FROM YOUR SYSTEM. THANK YOU FOR YOUR COOPERATION IMPORTANT: NEVER WIRE FUNDS TO THIS OR ANY OFFICE WITHOUT VERBAL VERIFICATION. ALWAYS CALL THIS OFFICE BEFORE YOU WIRE. YOU MUST VERBALLY VERIFY THE AMOUNT AND THE WIRING INSTRUCTIONS BEFORE YOU WIRE! 1 FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023 FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023 Lena Paxos From: Jeffrey DeVoesick Sent: Tuesday, May 17, 2022 4:47 PM To: Lena Paxos; Brian K. Condon Cc: Tomany, Jodi; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon; Nick Paxos; Dalzell, Thomas Subject: RE: Greenport Hudson Plaza - Seller's Attomey I can talk today at 5:30 or tomorrow at 9:30. From: Lena Paxos Sent: Tuesday, May 17, 2022 4:43 PM To: Jeffrey DeVoesick ; Brian K. Condon Cc: Tomany, Jodi ; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon ; Nick Paxos ; Dalzell, Thomas Subject: RE: Greenport Hudson Plaza - Seller's Attorney Importance: High Jeff, My partner and I tried to Call your office. Let us know a good time to hop on a call to get this over the finish line. Respectfully, Lena E. Paxos, Esq. CONDON PAXOS 55 Old Turnpike Road Suite 502 - Nanuet, NY 10954 Tel: 845.627.8500 x103 Fax: 845.627.8507 e-mail: Lena@CondonPaxos.com website: wmy.CondonPaxos.com CONFIDENTIALITY NOTE: THIS EMAll AND ANY ATTACHMENTS THERETO ARE CONFIDENTIAL AND MAY BE PROTECTED BY LEGAL PRIVILEGE. IF YOU ARE NOT THE INTENDED RECIPIENT, BE AWARE THAT ANY DISCLOSURE, COPYlNG, DISTRIBUTION OR USE OF THIS EMAIL OR ANY ATTACHMENT IS PROHIBITED. IF YOU HAVE RECEIVED THIS EMAIL IN ERROR, PLEASE NOTIFY US IMMEDIATELY BY RETURNING IT TO THE SENDER AND DELETETHIS COPY FROM YOUR SYSTEM. THANK YOU FOR YOUR COOPERATION IMPORTANT: NEVER WIRE FUNDS TO THIS OR ANY OFFICE WITHOUT VERBAL VERIFICATION. ALWAYS CALL THIS OFFICE BEFORE YOU WIRE. YOU MUST VERBALLY VERIFY THE AMOUNT AND THE WIRING INSTRUCTIONS BEFORE YOU WIRE! From: Jeffrey DeVoesick Sent: Tuesday, May 17, 2022 3:13 PM To: Lena Paxos ; Brian K. Condon Cc: Tomany, Jodi ; kostasnp@outlook.com; sue@gcc-coa.com; Steve Gordon ; Nick Paxos ; Dalzell, Thomas Subject: RE: Greenport Hudson Plaza - Seller's Attorney 1 FILED: ROCKLAND COUNTY CLERK 06/24/2023 12:12 AM INDEX NO. 030709/2023 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 06/24/2023 Lena, See attached. Please call me to discuss Paragraph 2. Also, this remains subject to my clients review and comment as she is receiving this without having had opportunity to review my last changes. I think we are really close. Once we are good to go, I will prepare the schedules and exhibits. Please call at your earliest convenience. Jeff From: Lena Paxos Sent: Friday, May 13, 2022 6:08 PM To: Jeffrey DeVoesick ; Brian K. Condon Cc: Tomany, Jodi ; kostasnp@outlook.com; sue@gcc-cpa.com; Steve Gordon ; Nick Paxos ; Dalzell, Thomas Subject: RE: Greenport Hudson Plaza - Seller's Attorney Importance: High Mr. DeVoesick, It was a pleasure speaking with you by telephone yesterday. As promised, please find attached what I hope will represent the final draft of the proposed PSA. As discussed, the only remaining term that seems to be in contention is the amount of the Escrow Fund. Please be assured that we understand Seller's calculations, but without the liberty of the financial Due Diligence investigation Purchaser cannot verify the numerical accuracy and is therefore asked to being rely on Seller's representations. For that reason, we merely added language that would reserve Purchaser's right to adjust the Escrow Fund should the Due Diligence Period reflect different NOI calculations. Purchaser takes no issue with only seeking indemnification of the Escrow Fund if the Beer lease is not executed. Also, we understand Seller's representation that they have a contract to clear the space at no cost to them should the Beer Lease not be executed, but in order to guarantee that the space is delivered in a broom clean condition we are requesting that the 30K escrow remain in place. Looking forward to your thoughts and to moving into contract. Thank you. Have a wonderful weekend. Respectfully, Lena E. Paxos, Esq. C' CONI)ON CPAXOS 55 Old Turnpike Road Suite 502 " Nanuct, NY 10954 Tel: 845.627.8500 x103 Fax: 845.627.8507 e-mail: Lena@Condonl³axos.com website: umy.Condonl'axos.com 2