EPCAL sale contract made public in advance of next month’s hearing

The proposed contract of sale of more than 1,600 acres of land inside the Enterprise Park at Calverton to a company formed by Luminati Aerospace and a real estate developer was made available to the public by town officials yesterday.

Under the proposed agreement, Calverton Aviation & Technology LLC, a company owned by Luminati Aerospace LLC and Triple Five Ventures Co. LLC, will pay the Riverhead Community Development Agency, the town entity that holds title to the former Grumman site, $40 million for nearly all of the town’s remaining land at the site.

The contract is subject to the purchaser being determined by the town to be a “qualified and eligible sponsor” under the New York State General Municipal Law, which “possesses the financial capability as well as the skill, expertise and experience, to acquire and redevelop the property in a commercially reasonable manner.”

The town board, as the governing body of the Community Development Agency, will hold a public hearing Jan. 17 on the question of the purchaser’s qualifications and eligibility. The hearing is scheduled to begin at 7:10 p.m.

Purpose of sale

The contract states that the acquisition of the property “shall be for the purpose of redeveloping the property as set forth in the intended development plan” attached to the contract, which requires the purchaser to invest at least $1 million in infrastructure improvements to the runways within two years of the closing of title.

The “intended development plan,” attached to the contract as “Exhibit B,” says the purchaser will build out at least 1 million square feet of commercial and industrial space in the first phase of the development, which is expected to commence within 18 to 24 months of the required approvals and will take about five years to complete.

The “intended development plan” says prospective businesses expected to locate at the property include Luminati Aerospace LLC; companies that will support Luminati’s operations, including metal companies, machining companies, composite companies, metal forming companies, assemblers and systems integrator companies, engineering companies, defense companies and aircraft servicing companies; businesses that can benefit from use of the runways; “technology businesses that will have a synergistic relationship with other companies located at or near the property”; and the Federal Aviation Authority.

Is housing in or out?

“Primary emphasis shall be on the development of aviation, technology and supportive uses in addition to those uses permitted under Town Code section 301-341. Building out space that is ancillary to the commercial and industrial development shall be as permitted under Town Code section 301-341 and the Agreement of Sale and as reasonably determined to be beneficial to the primary uses,” according to the “intended development plan.”

Section 301-341 of the town code lists the principal and supportive uses allowed in the Planned Development zoning use district, in which the land is located. It states that “all uses that promote economic development” are permitted as principal uses in the PD district.

Section 301-341 also allows residential, retail, personal service and restaurant uses as “supportive uses” allowed “on a limited basis, targeted to the employees and tenants of the permitted principal uses within the EPCAL Property and not designated for primary use by the general public.”

The inclusion of residential uses among the “supportive uses” allowed under the zoning, which was adopted in August 2016, has drawn fire from residents and civic activists and even spawned a civic group coalition called the Coalition Against EPCAL Housing.

Council members Jodi Giglio and Tim Hubbard voiced opposition to allowing residential uses on the site and both said they insisted that the contract bar the purchaser from building housing there. Luminati Aerospace CEO Daniel Preston has said he has no intention to build housing on the site.

The contract terms do not state outright that no residential development will be allowed — indeed both the contract and the “intended development plan” make reference to the zoning code section that allows residential uses among the “supportive uses.” But in a section called “Title Exceptions,” the purchaser agrees to accept at closing a declaration of covenants and restrictions “providing there will be no residential uses at the property.”

In addition to representing that it has the skills and expertise to redevelop the property, the purchaser covenants that it will “redevelop the property consistent with the uses in the Planned Development Zoning District and substantially consistent with the Intended Development Plan, except as otherwise approved by the applicable governing bodies.”

The contract is subject to the filing of a final subdivision map — in a configuration agreed upon by the parties — within one year from the end of the purchaser’s due diligence period.

The purchaser has a 90-day due diligence period for performing all inspections and environmental and zoning studies. It can extend the due diligence period for an additional 90 days.

The purchaser is required to make a contract deposit of $500,000 within five business days of the effective date of the agreement — the date it is executed and delivered by all parties — and a second $500,000 deposit within three business days of the end of the due diligence period if the purchaser elects to proceed to closing. If the purchaser does not elect to proceed to closing, the agreement is terminated and the contract deposit will be refunded to the purchaser.

The contract is not contingent on the purchaser obtaining financing.

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Agreement of Sale: Riverhead CDA to Calverton Aviation & Technology by East End Local Media Corp. on Scribd