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2024-1732024-173 Resolution Authorizing The Lease Of The Carnwath Manor And Portion Of The Carnwath Chapel At a Regular Meeting of the Town Board of the Town of Wappinger, Dutchess County, New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on October 15, 2024. The meeting was called to order by Joseph D. Cavaccini, Town Supervisor, and upon roll being called, the following was recorded: ✓ Vote Record - Resolution RES -2024-173 Yes/Aye No/Nay Abstain Absent ❑ Adopted Joseph D. Cavaccini ❑ ❑ ❑ ❑ ❑ Adopted as Amended William H. Beale ❑ ❑ ❑ ❑ ❑ Defeated ❑ Tabled Angela Bettina ❑ ❑ ❑ ❑ Q Withdrawn Christopher Phillips ❑ ❑ ❑ ❑ Al Casella ❑ ❑ ❑ ❑ The following Resolution was introduced by and seconded by . WHEREAS, the Town of Wappinger owns 99.5 acres of real property on Wheeler Hill Road known as Carnwath Farms Historic Site & Park (Carnwath Farms); and WHEREAS, the Town prepared a comprehensive master plan for the development of Carnwath Farms; and WHEREAS, the Carnwath Farms Master Plan was adopted by the Town Board on October 15, 2007, and calls for the adaptive reuse of the Carnwath Farms property including a boutique hotel, restaurants, event spaces, cultural spaces, museums, and other related activities through public- private partnerships; and WHEREAS, Carnwath Farms contains a number of buildings, including an 1850 pre -restoration Victorian era 3 story Italianate former residence known as the "Carnwath Manor" and a 1950 two story former Chapel; and WHEREAS, the Carnwath Manor has entered into a state of disrepair following early investments made by the Town as costs are far too high for the Town to consider as the structure serves no governmental, quasi -governmental, non-profit, and charitable purposes; and WHEREAS, the Carnwath Manor is no longer a functioning building and has long sat vacant for over two decades and has fallen into a state of disrepair and is otherwise suitable for use by a third -party public-private partnership as called for in the adopted Carnwath Farms Master Plan; and WHEREAS, the Chapel is no longer a functioning building and is vacant with no present governmental purposes and is otherwise suitable for use by a third -party public-private partnership as called for in the adopted Carnwath Farms Master Plan; and WHEREAS, Carnwath Farms Lane LLC, has requested permission from the Town Board to lease the Carnwath Manor and a portion of the Chapel for the purposes of operating a boutique style hotel, cafe, and event space; and WHEREAS, the Town Board hereby determines that the proposal to lease the Carnwath Manor and a portion of the Chapel for the purposes of operating a boutique style hotel, cafe, and event space at Carnwath Farms is consistent with the uses and objectives outlined in the adopted comprehensive master plan for Carnwath Farms and that the lease the Carnwath Manor and a portion of the Chapel to be occupied by Carnwath Farms LLC is not otherwise needed for other governmental purposes of the Town; and WHEREAS, the TENANT may upon written request of the LANDLORD, rent and utilize the public retained spaces of Carnwath Farms Historic Site & Park separate from the portion of Carnwath Farms Historic Site & Park for additional fees that are outlined in this agreement; and WHEREAS, the LANDLORD has agreed to lease the Carnwath Manor and a portion of the Chapel for the purposes of operating a boutique style hotel, cafe, and event space to the TENANT in accordance with the terms set forth herein. NOW, THEREFORE, the Town Board of the Town of Wappinger does hereby approve and that Town Supervisor Joseph D. Cavaccini is hereby authorized and directed to execute the above- described agreement in the form annexed hereto with such changes as the Town Supervisor may deem advisable in consultation with the Town Attorney." The foregoing was put to a vote which resulted as follows: RESULT: WITHDRAWN Dated: Wappingers Falls, New York 10/15/2024 The Resolution is hereby duly declared Withdrawn. JOSEPII P,. PAOLONI, TOWN CLERK RIDER TO LEASE AGREEMENT The provisions of this Rider supersede the provisions of the Lease Agreement Hazardous Substances: (a) Landlord represents that to the best of Landlord's knowledge, there are no hazardous substances on or affecting the Leased Premises. Hazardous substances are defined below. Tenant warrants and represents that it has to its satisfaction, caused or shall cause additional environmental studies of the Leased Premises to be made as required in connection with the development and financing of the Project and represents to Landlord that to Tenant's knowledge there are no hazardous substances upon the Leased Premises. In the event that during the Lease Term, it is determined that there are hazardous substances on the Leased Premises which are present through no fault of the Tenant, i.e., whether by act or omission, Landlord, at Landlord's sole cost and expense, will properly remove and dispose of any such hazardous substances and will remediate the Leased Premises. Any such disposal, removal and remediation required pursuant to this Section shall be conducted in accordance with all applicable Environmental Laws (and with respect to any monitoring wells and/or other equipment which are part of Landlord's remediation efforts under this Article, such wells and/or equipment shall not be located within or under the proposed Building, the drive-through or any of Tenant's signage, or impede access to and from the Leased Premises). Landlord represents that there are no monitoring wells or other equipment now installed on the Leased Premises, which relate to the results of any prior tests or studies. Landlord agrees to indemnify Tenant and hold Tenant free and harmless from and against any liability, cost, expense, claim or damages of any kind or nature, including without limitation, reasonable attorneys' fees and expenses, arising from hazardous substances found on the Leased Premises which are traceable to any period prior to the Commencement Date. Tenant agrees to indemnify Landlord from any liability, cost, expense, claim or damages of any kind or nature including without limitation, reasonable attorneys' fees and expenses, arising from hazardous substances found on the Leased Premises, which are traceable to any period after the Commencement Date. The party responsible for the removal of any hazardous substances, hereby covenants to the other that in the event of any removal, disposal and/or remediation by the responsible parry hereunder, upon completion of same, the Leased Premises shall be again tested, at the responsible party's expense, by independent environmental engineers and/or contractors reasonably acceptable to the other and the results delivered and recertified to the non -responsible parry. The responsible parry shall also deliver evidence of necessary governmental inspections and approvals with respect to such removal, remediation and disposal and any environmental closure documentation (i.e., a no action letter) to the non -responsible parry. (b) "Hazardous Substances" shall mean any hazardous or toxic chemical, waste, byproduct, pollutant, contaminant, compound, product or substance, including, without limitation, asbestos, polychlorinated biphenyls, petroleum (including crude oil or any fraction or by-product thereof), underground storage tanks, and any material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of which is prohibited, controlled or regulated by any Environmental Law. (c) "Environmental Law" shall mean any federal, state, regional, county or local governmental statute, law, regulation, ordinance, order or code or any consent decree, judgment, permit, license, code, covenant, deed restriction, common law, or other requirement presently in effect or hereafter created, issued or adopted, pertaining to protection of the environment, health or safety of persons, natural resources, conservation, wildlife, waste management, and pollution (including, without limitation, regulation of releases and disposals to air, land, water and ground water), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq., Emergency Planning and Community Right -to -Know Act of 1986, 42 U.S.C. 11001 et seq., National Environmental Policy Act of 1975, 42 U.S.C. 300(f) et seq., and all amendments as well as any similar state or local statute or code and replacements of any of the same and rules, regulations, guidance documents and publications promulgated thereunder. Leasehold Mortgages: (a) Right to Mortgage. (a) Tenant, with the consent of Landlord, which consent may be withheld, shall have the right at any time and from time to time during the Term to grant one or more leasehold mortgages and/or conditional assignments encumbering the Improvements and/or Tenant's Leasehold and to grant a security interest therein under the Uniform Commercial Code ("Leasehold Mortgage"), to secure the payment of any loan or loans obtained by Tenant from a lender ("Leasehold Mortgagee"). Landlord shall similarly be permitted to place a mortgage, lien or other encumbrance on the Leased Premises at any time throughout the Term of this Lease, subject to the Ground Lease interest of Tenant. (b) Rights of Leasehold Mortgagee. Landlord and Tenant agree that so long as any Leasehold Mortgage is a lien on Tenant's Leasehold, the Leasehold Mortgagee shall have all of the following rights: (i) If Tenant or Leasehold Mortgagee shall have delivered to Landlord written notice of the address of any Leasehold Mortgagee, Landlord will give to the Leasehold Mortgagee a copy of any notice under this Lease at the time of giving such notice to Tenant. Notices, demands and requests from Landlord to the Leasehold Mortgagee and from the Leasehold Mortgagee to Landlord shall be delivered in the manner required under this Lease Agreement. (ii) In the event of any default by Tenant under the provisions of this Lease, the Leasehold Mortgagee will have the same concurrent grace periods as are given Tenant for remedying such default or causing it to be remedied, plus, if the Leasehold Mortgagee is a Lending Institution not affiliated in any way with Tenant, an additional period of thirty (30) days after the expiration thereof for monetary defaults and non -monetary defaults, plus the additional rights provided in paragraph (iv) of this Section. (iii) In the event Tenant shall default under any of the provisions of this Lease, the Leasehold Mortgagee, without prejudice to its rights against Tenant, shall have the right to cure such default (but not the obligation) within the applicable grace periods provided for in paragraph (ii) of this Section, whether the same consists of the failure to pay rent, or the failure to perform any other matter or thing that Tenant is hereby required to do or perform, and Landlord shall accept such performance on the part of the Leasehold Mortgagee as though the same had been done or performed by Tenant. For such purpose, Landlord and Tenant hereby authorize the Leasehold Mortgagee to enter upon the Premises and to exercise any of the Tenant's rights and powers under this Lease, and, subject to the provisions of this Lease, under the Leasehold Mortgage. (iv) In the event the Tenant's interest in this Lease is transferred by foreclosure or assignment in lieu of foreclosure, any then existing defaults that are not susceptible of being cured by another parry shall be deemed waived by Landlord and neither the Leasehold Mortgagee, any such transferee nor any of their successors or assigns shall have any liability with respect to the obligations of Tenant under this Lease prior to the date it takes possession or ownership of Tenant's interest in the Lease. (v) Rejection of this Lease by Landlord in a bankruptcy proceeding involving the Landlord pursuant to Section 365 of the Bankruptcy Code shall not constitute a termination of this Lease unless Tenant, or the Leasehold Mortgagee acting on its behalf as provided below, elects pursuant to Section 365(h)(1)(A)(i) of the Bankruptcy Code to treat this Lease as terminated. If this Lease shall not be treated as terminated under Section 365(h)(1)(A)(i) of the Bankruptcy Code, Tenant (or the Leasehold Mortgagee if it has succeeded to Tenant's interest herein) may remain in possession thereof and this Lease shall continue in full force and effect in accordance with its terms, except as such terms may be modified by the express provisions of Section 365 of the Bankruptcy Code. If this Lease is rejected in a bankruptcy proceeding involving Landlord pursuant to Section 365 of the Bankruptcy Code and if Tenant (or the Leasehold Mortgagee on its behalf) elects pursuant to Section 365(h)(1)(A)(ii) of the Bankruptcy Code to retain its rights under this Lease, then the rights and remedies of the parties will continue to be governed by the terms of this Lease and the Tenant shall continue to have all rights of a tenant under applicable law. Landlord agrees that the rights of the Leasehold Mortgagee under the Leasehold Mortgage and any other document or instrument executed and delivered in connection with the Leasehold Mortgage shall not be affected or impaired by the rejection of this Lease by Landlord. Landlord agrees to provide the Leasehold Mortgagee with at least ten (10) days' prior written notice of its intent to seek to reject this Lease in any bankruptcy proceeding involving Landlord and that it shall not object to the Leasehold Mortgagee's standing to file pleadings, appear in court or otherwise take any and all actions which the Leasehold Mortgagee deems necessary or desirable in order to protect its rights under the Leasehold Mortgage or its interest in the Premises. Landlord and Tenant agree, for the benefit of the Leasehold Mortgagee, that upon any such rejection of this Lease by Landlord, the right to exercise the election arising under Section 365(h)(1)(A) of the Bankruptcy Code either to treat this Lease as terminated or to retain the Tenant's rights hereunder shall be exercisable exclusively by the Leasehold Mortgagee and not by Tenant. Pending Landlord's written receipt of notice from the Leasehold Mortgagee as to such election, Tenant shall without further act or deed be deemed to have elected to retain its rights under this Lease and to remain in possession of the Premises. (vi) In the event that this Lease is terminated by Landlord by reason of rejection of this Lease by Tenant in a bankruptcy proceeding, or in the event Tenant's interest under this Lease shall be sold, assigned, or transferred pursuant to the exercise of any right of Tenant under the Lease or pursuant to judicial proceedings, and if (a) all rent and other charges shall be paid, and (b) the Leasehold Mortgagee shall have arranged to the reasonable satisfaction of Landlord to cure any default of Tenant under this Lease capable of being performed by such Leasehold Mortgagee (but excluding, however, defaults by Tenant that are not susceptible of being cured by the Leasehold Mortgagee), then Landlord, within thirty (30) days after receiving a written request therefore, which shall be given within sixty (60) days after such termination or transfer and upon payment to it of all expenses, including attorney's fees, incident thereto, Landlord will execute and deliver a new lease of the Premises to the Leasehold Mortgagee or its nominee or to the purchaser, assignee or transferee, as the case may be, for the remainder of the term of this Lease, containing the same covenants, agreements, terms, provisions and limitations as are contained herein. Upon the execution and delivery of such new lease, the new tenant, in its own name or in the name of Landlord may take all appropriate steps as shall be necessary to remove Tenant from the Premises, but Landlord shall not be subject to any liability for the payment of fees, including reasonable attorney's fees, costs or expenses in connection therewith; and said new tenant shall pay all such fees, including attorney's fees, costs and expenses or, on demand, make reimbursements therefore to Landlord. (vii) In the event a default under the Leasehold Mortgage shall have occurred, the Leasehold Mortgagee may exercise, with respect to the Premises, any right, power or remedy under the Leasehold Mortgage that is not in conflict with the provisions of this Lease. Any Leasehold Mortgagee shall be liable to perform the obligations herein imposed on Tenant only during the period it is in possession or ownership of the Tenant's interest in this Lease. (viii) The making of a Leasehold Mortgage shall be deemed to constitute an assignment of this Lease or of the Tenant's Leasehold, and any Leasehold Mortgagee shall be deemed to be an assignee of this Lease or of the Tenant's Leasehold so as to require that such Leasehold Mortgagee assume the performance of any and all of the terms, covenants or conditions on the part of the Tenant to be performed hereunder. [signatures on following page] IN WITNESS WHEREOF, the parties hereto have caused the Rider to the Lease Agreement to be executed in four counterparts the day and year first written above. TOWN OF WAPPINGER CARNWATH FARMS LANE, LLC BY: BY: Joseph D. Cavaccini Douglas Posey Town Supervisor President Last Rev. 8/9/2024 4 43P LEASE AGREEMENT THIS LEASE AGREEMENT, made this day of 2024, by and between the TOWN OF WAPPINGER a municipal corporation with its offices located at 20 Middlebush Road, Wappingers Falls, New York, 12590, (hereinafter referred to as the "LANDLORD") and CARNWATH FARMS LANE LLC a New York corporation with its principal place of business located at 2187 Bruynswick Road, Wallkill, NY 12589, (hereinafter referred to as "TENANT") WITNESSETH: WHEREAS, the Town of Wappinger owns 99.5 acres of real property on Wheeler Hill Road known as Carnwath Farms Historic Site & Park (Carnwath Farms); and WHEREAS, the Town prepared a comprehensive master plan for the development of Carnwath Farms; and WHEREAS, the Carnwath Farms Master Plan was adopted by the Town Board on October 15, 2007 and calls for the adaptive reuse of the Carnwath Farms property including a boutique hotel, restaurants, event spaces, cultural spaces, museums, and other related activities through public-private partnerships; and WHEREAS, Carnwath Farms contains a number of buildings, including an 1850 pre -restoration Victorian era 3 story Italianate former residence known as the "Carnwath Manor" and a 1950 two story former Chapel; and - 1 - Last Rev. 8/9/2024 4 43P WHEREAS, the Carnwath Manor has entered into a state of disrepair following early investments made by the Town as costs are far too high for the Town to consider as the structure serves no governmental, quasi -governmental, non-profit, and charitable purposes; and WHEREAS, the Carnwath Manor is no longer a functioning building and is vacant with no present governmental purposes and is otherwise suitable for use by a third -party public-private partnership as called for in the adopted Carnwath Farms Master Plan; and WHEREAS, the Chapel is no longer a functioning building and is vacant with no present governmental purposes and is otherwise suitable for use by a third -party public- private partnership as called for in the adopted Carnwath Farms Master Plan; and WHEREAS, Carnwath Farms Lane LLC, has requested permission from the Town Board to lease the Carnwath Manor and a portion of the Chapel for the purposes of operating a boutique style 25 room hotel, cafe, and event space; and WHEREAS, the Town Board hereby determines that the proposal to lease the Carnwath Manor and a portion of the Chapel for the purposes of operating a boutique style 25 room hotel, cafe, and event space at Carnwath Farms is consistent with the uses and objectives outlined in the adopted comprehensive master plan for Carnwath Farms, is in the best interest of the Town, and that the lease the Carnwath Manor and a portion of the Chapel to be occupied by Carnwath Farms LLC is not otherwise needed for other governmental purposes of the Town; and WHEREAS, the TENANT may upon written request of the LANDLORD, rent and utilize the public retained spaces of Carnwath Farms Historic Site & Park separate from the portion of Carnwath Farms Historic Site & Park for additional fees that are outlined in this agreement; and WHEREAS, the LANDLORD has agreed to lease the Carnwath Manor and a portion of the Chapel for the purposes of operating a boutique style 25 room hotel, cafe, and event space to the TENANT in accordance with the terms set forth herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the parties hereby agree as follows: 1. RECITATION INCORPORATED. The recitations above set forth are incorporated in this Lease Agreement as if fully set forth and recited herein. 2. PREMISES LEASED. -2- Last Rev. 8/9/2024 4 43P The LANDLORD leases to the TENANT and the TENANT hires from the LANDLORD the Carnwath Manor and a portion of the Chapel for the purposes of operating a boutique style 25 room hotel, cafe, and event space, located at 70-72 Carnwath Farms Lane, Town of Wappinger, Dutchess County, New York together with all improvements, appurtenances, easements and privileges and subject to all covenants, easements and restrictions of record appertaining thereto. The entirety of the Carnwath Manor is to be leased, as well as a portion of Chapel that is approximately 2,601 square feet, the entry circle, and rear courtyard which is more particularly identified on Appendix "A" attached hereto and made a part hereof (hereinafter referred to as the "Leased Premises"). The TENANT shall use the Leased Premises for the purposes of operating a boutique style 25 room hotel, cafe, and event space and for no other purpose and Landlord reserves the right to further lease, convey or otherwise develop those portions of Carnwarth Farms not part of the Leased Premises consistent with the Carnwath Farms Master Plan as may be amended from time to time. TERM. A. The term of this Lease shall be effective September 1, 2024 and terminate on December 31, 2075. (Discuss a shorter term, with automatic extensions possibly 25 years, with 5 (5) extensions of 10 years each) 1, 2024. B. The COMMENCEMENT DATE of this Lease shall be September A. The parties herein acknowledge and agree that the rent for the Leased Premises shall be the sum of $120,000.00 per annum, with the first three years at $0.00 from the Commencement Date. Effective January 1, 2032 the rent shall increase 2% each year from the initial amount of $120,000.00 in perpetuity of this agreement. All payments are to be made by TENANT in equal monthly installments in advance on the first day of each and every calendar month, solely for the convenience of the TENANT, -3- Commented [MLS]: The premises will become taxable once it's rented out. The lease doesn't contemplate the payment of taxes therefore this should be discussed with the assessor as there will be a tax bill. Last Rev. 8/9/2024 4 43P except the first and last installments, which shall be paid upon the execution of this Lease Agreement. B. If/when the TENANT operates an event and or utilizes an area of the Carnwath Farms property other than the Leased Premises to operate for-profit events, activities, etc. a fee of $10,000.00 per use shall be charged to utilize those areas of the property. The reservation of the property shall be in coordination with the Parks & Recreation Director. Any additional insurance required for said events or usage together with evidence of same shall be supplied by Tenant in such amounts reasonably required by the Town C. All payments shall be made by TENANT thereafter in strict accordance with the terms of this Lease Agreement. 5. RENEWAL. Provided the TENANT is not in default of any of the terms of this Lease, the Lease may be renewed (Need to discuss . TENANT shall provide written notice of intent to renew the Lease at least ninety (90) days prior to the expiration of the Lease term. The rent for any additional Lease term shall be agreed upon by the LANDLORD and TENANT at least nine months (9) prior to the expiration of the Lease term, taking into account any and all market conditions existing at that time. 6. HOLDOVER. Any holdover after the expiration of the said term of any extensions thereof shall be construed to be a tenancy from month to month and shall otherwise be on the terms and conditions herein specified, as far as applicable. 7. DEFAULT. -4- Last Rev. 8/9/2024 4 43P A. If after the commencement of the term of this Lease, TENANT shall default in fulfilling any of the covenants of this Lease, other than the covenants for the payment of rent or "additional rent", or if the demised premises become vacant or deserted, the LANDLORD may give to the TENANT ninety (90) days' notice of intention to end the term of this Lease, and thereupon at the expiration of said ninety (90) days' (if said condition which was the basis of said notice shall continue to exist), the term under this Lease shall expire as fully and completely as if that day were the date herein definitely fixed for the expiration of the term. The TENANT will then quit and surrender the demised premises to the LANDLORD, but the TENANT shall remain liable as provided herein. B. In the event of nonpayment of any rent or additional rent, the LANDLORD hereby reserves and retains all rights, privileges and remedies available to the LANDLORD pursuant to Article 7 Summary Proceedings of the Real Property Actions & Proceedings Law of the State of New York, including, but not limited to, the authority to serve a three (3) day notice to pay arrears or quit the Leased Premises. C. In any legal action or arbitration proceeding, the prevailing party shall be entitled to recover all costs of such proceeding including attorneys' fees and costs of disbursements as additional rent. D. No delay on the part of any party in enforcing any of the provisions of this Lease shall be considered as a waiver thereof. Any consent or approval granted by either party under this Lease must be in writing and shall not be deemed to waive or render unnecessary the obtaining of consent or approval with respect to any subsequent act or omission for which consent is required or sought. -5- Last Rev. 8/9/2024 4 43P 8. MAINTENANCE OF BUILDINGS AND GROUNDS. A. LANDLORD'S OBLIGATIONS. 1. The LANDLORD shall provide snow plowing and ice removal only for the access roads. 2. The LANDLORD shall mow and maintain the lawns and landscaping of Carnwath Farms Historic Site & Park outside of the Leased Premises and separate from any and all improvement made by the TENANT. B. TENANT'S OBLIGATIONS: 1. The TENANT shall maintain and keep the roof, mechanical, and structural portions of the Leased Premises in operating order and condition. The TENANT shall also maintain the exterior of the building, the adjoining grounds, sidewalks, curbs, parking area, landscaping, plate glass/window glass cleaning. All repairs, replacements and renewals shall be at least equal in quality of materials and workmanship as to those items present upon the date a certificate of occupancy is issued for the Leased Premises, including all subsequent renovations and/or repairs made during the term of this Lease. 2. The TENANT shall maintain and promptly make all necessary repairs and replacements to the Leased Premises, as and when necessary. Such obligation shall extend to the repair and replacement of all items installed by TENANT, -6- Last Rev. 8/9/2024 4 43P including any subsequent renovations and/or repairs made during the term of this Lease as well as any plumbing, heating and electrical systems. 3. All said maintenance and repairs will be at the TENANT'S own cost and expense including those repairs required as a result of the TENANT or its invitees, employees, officers and/or anyone under TENANT'S care, custody, control or supervision, which shall be the responsibility of the TENANT. 4. TENANT shall be responsible for maintaining a weekly cleaning program for the Leased Premises. 5. For all renovations, construction, repairs, and/or maintenance, TENANT must receive all necessary permits from the Town of Wappinger Building Department prior to construction. Any damages caused by TENANT'S failure to timely notify the LANDLORD shall be the responsibility of the TENANT. 6. TENANT shall operate open to the general public the foyers, parlors, and historic spaces of the ground floor of the Carnwath Manor for the purposes for enjoyment for the people of the Town of Wappinger for historical interpretation and cafe style restaurant. 7. The TENANT shall operate the Chapel as an event space available for rent. The LANDLORD is given first right of refusal to use the Chapel on dates not conflicting with the TENANT's operations, free of charge, for community events, programs, and or receptions. C. ALTERATION. TENANT must receive all necessary permits from the Town of Wappinger Building Department prior to construction. -7- Last Rev. 8/9/2024 4 43P D. SURRENDER. At the end of the term, TENANT shall quit and surrender the Leased Premises with all alterations, improvements, equipment and appurtenances in good order and condition. 10. PLATE GLASS INSURANCE. TENANT shall at its own cost and expense procure and maintain plate glass insurance coverage covering all plate glass/window glass in the Leased Premises and pay the premium thereon. The TENANT shall deliver a copy of such policy to the LANDLORD who shall be named as an additional insured on a primary, non- contributory basis. 11. WATER, SEWER, HEAT AND UTILITIES. A. TENANT shall also pay, as additional rent, until such time as the TENANT is provided its own dedicated meters, the cost of electricity, water, and/or gas used in the premises. The TENANT shall establish necessary accounts with all necessary utilities and shall be paid separately by the TENANT. As soon as separate electric and/or gas meters are made available to the TENANT, the TENANT shall apply directly to Central Hudson Gas & Electric to have the electric service placed in TENANT'S name. Thereafter, TENANT will be responsible for all of its electric and gas usage per the metered readings. B. When the subject premises are serviced by a public water, TENANT agrees to pay its share of operation and maintenance charges only, as billed by the LANDLORD in accordance with its schedule of fees for Operation and Maintenance (O & M) charges. -9- Last Rev. 8/9/2024 4 43P 13. COMPLIANCE. A. The LANDLORD shall ensure that the Leased Premises, and any subsequent construction and/or renovations undertaken by LANDLORD, will comply with all municipal, county, state and federal laws, rules and regulations, ordinances, orders and all rules, orders, ordinances or requirements of any governmental agency or body having jurisdiction thereof. B. The TENANT further warrants and covenants that it will comply with all municipal, county, state and federal laws, rules and regulations, ordinances, orders and all rules, order, ordinances or requirements regarding its operation as an ambulance service or its use of any materials, products, medical devices, equipment and supplies used in connection with such business. C. The TENANT warrants and covenants that it will occupy and use the Leased Premises in accordance with all building codes and other municipal regulations affecting the Leased Premises. TENANT further agrees to indemnify, save and hold harmless LANDLORD from any costs, expenses, fines, including legal fees and costs, incurred by the LANDLORD by virtue of the failure of TENANT to comply with any of the aforementioned building codes and other municipal regulations. 14. LANDLORD'S RIGHT OF ENTRY. The TENANT shall permit the LANDLORD at all reasonable and proper times and on reasonable notice to enter the premises for the purposes of inspection; and to comply with all governmental orders and requirements applicable to the building. The LANDLORD, in exercising its rights under this clause shall not unreasonably interfere with the TENANT'S access, use and occupancy of the premises. -9- Last Rev. 8/9/2024 4 43P 15. DESTRUCTION OF PREMISES. If the demised premises are destroyed or so damaged by fire or the elements or any other cause so as to render the premises untenantable or unfit for occupancy for the TENANT'S uses, the TENANT, may by notice in writing to the LANDLORD, such notice to be mailed by the TENANT within fifteen (15) days from the happening of such destruction or damage, exercise an option to quit and surrender the premises in which event the rent shall abate from the time of the destruction or damage until such time as the premises have been reconstructed. 16. SUBORDINATION. A. This Lease is subject and subordinate to all ground or underlying leases, and to all mortgages, Serial Bonds or Bond Anticipation Notes (BANs) which may now or hereafter affect such leases, or the real property of which the demised premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof. However, no property owned or removable by the TENANT shall be subject to all mortgages, Serial Bonds or Bond Anticipation Notes (BANs). This provision shall be self -operative, and no further instrument of subordination shall be required by any mortgages. In confirmation of such subordination, TENANT shall execute promptly any certificate that LESSOR may request. B. However, this Lease shall be subject and subordinate to the lien of any future mortgage, Serial Bond or Bond Anticipation Notes (BANs) or any future underlying lease provided that the holder of any such mortgage, Serial Bond or Bond Anticipations Notes (BANs) or the LANDLORD under any such underlying lease shall agree in the mortgage, Serial Bond or Bond Anticipation Notes (BANs) or lease or to- Last Rev. 8/9/2024 4 43P otherwise that this lease shall not be terminated or otherwise affected by the enforcement of any such mortgage, Serial Bond or Bond Anticipation Notes (BANs) or underlying lease, provided that at the time thereof this lease shall not be in default, and the TENANT when requested by the holder of such mortgage, Serial Bond or Bond Anticipation Notes (BANs) for the LANDLORD under any such underlying lease shall execute an attornment agreement to the holder of such mortgage, Serial Bond or Bond Anticipation Notes (BANs) or the LANDLORD under any such underlying lease should either succeed to the rights of the LANDLORD or under this Lease. 17. QUIET ENJOYMENT. The LANDLORD covenants and agrees with TENANT that, upon TENANT performing all of the covenants and provisions on TENANT'S part to be observed and performed under this Lease (including payment of rent hereunder), TENANT shall have the right to use and occupy the Leased Premises in accordance with and subject to the terms and conditions of this Lease as against all persons claiming by, through or under LANDLORD. 18. CONDITION OF PREMISES. The TENANT shall at the end of the term quit and surrender the Leased Premises to the LANDLORD in as good order and condition as when, with normal wear and tear and damage by the elements, including fire, excepted. The cost of repairing any damages to the Leased Premises beyond normal wear and tear shall be paid by the TENANT. 19. IDEMNIFICATION BY TENANT. Last Rev. 8/9/2024 4 43P During the entire term of the Lease, the TENANT will indemnify, save and hold harmless the LANDLORD from and against any and all claims, debts, demands, or obligations which may be made against the LANDLORD or against his title in the premises, arising out of, or in connection with any alleged act or omission of the TENANT or any person claiming under, by, or through the TENANT in the use of the premises. If it becomes necessary for the LANDLORD to defend any action seeking to impose any such liability, the TENANT will pay the LANDLORD all costs of court and reasonable attorney's fees incurred by the LANDLORD in effecting such defense in addition to all other sums that the LANDLORD may be called upon to pay by reason of the entry of a judgment against it in the litigation in which such claim is asserted. This clause shall not apply to any conditions or events that existed prior to TENANT occupying the subject premises. 20. INSURANCE. A. PROPERTY INSURANCE. At all times during the Lease Term, TENANT, at its expense, shall maintain in effect policies of casualty insurance covering: all alterations made by TENANT and all leasehold improvements; and all of TENANT'S property and other personalty from time to time in, on or about the premises, in an amount not less than their full replacement cost (without deduction for depreciation) from time to time during the term of this Lease. Such policies shall provide for protection against any perils normally included within the classification of "Special Form" and shall contain an endorsement covering: demolition and increased cost of construction. The proceeds of such insurance shall be used for the repair or replacement of the property so incurred, except that upon termination of this Lease following a casualty as set forth 12- Last Rev. 8/9/2024 4 43P herein, the proceeds applicable to the items described in the clause above shall be paid to TENANT. B. GENERAL LIABILITY. At all times during the Lease Term, TENANT, at its expense, shall maintain Comprehensive General Liability Insurance (including property damage) with respect to the ownership, maintenance, use, operation and condition of the premises and the business conducted therein. Such insurance shall be at all times have limits of not less than $3,000,000.00 combined single limit per occurrence for bodily injury, personal injury and property damage liability and a $5,000,000.00 umbrella liability policy. At LANDLORD'S request, these limits shall be increased from time to time during the Lease Term (but not more often than once every two years) to such higher limits as LANDLORD or its insurance consultant believe are necessary to protect LANDLORD. The amount of such insurance shall not limit TENANT'S liability nor relieve TENANT of any obligation hereunder. Each policy shall contain cross liability endorsements, if applicable, and shall insure TENANT'S performance of the indemnity provisions contained in paragraph XIX hereof and elsewhere in this Lease and any other obligations of TENANT to LANDLORD hereunder. C. POLICY REQUIREMENTS. All insurance required to be carried by TENANT hereunder shall be issued by responsible insurance companies, qualified to do business in the State of New York, approved by LANDLORD and, if required, by LANDLORD'S insurer. Copies of all policies and certificates therefore shall be delivered to LANDLORD at least ten (10) days prior to TENANT'S occupancy of the premises. Each policy shall provide that it may not be cancelled or modified except after 13- Last Rev. 8/9/2024 4 43P thirty (30) days prior written notice to LANDLORD and LANDLORD'S mortgagee named as an additional insured or loss payee thereunder. TENANT shall furnish LANDLORD with renewals or "binders" of each policy, together with evidence of payment of the premium therefore, at least thirty (30) days prior to expiration. TENANT shall have the right to provide insurance coverage pursuant to blanket policies obtained by TENANT if the blanket policies expressly afford coverage as required by this Lease. Each policy shall provide that all losses shall be settled in the name of LANDLORD (or, if required, LANDLORD'S mortgagee) only. 1. LANDLORD shall be named as additional insured in each insurance policy and, if requested by LANDLORD, it also shall be named as loss payee. The Comprehensive General Liability Insurance shall be primary insurance and not considered contributory, with any other valid and collectible insurance available to LANDLORD constituting excess insurance; and be endorsed as necessary to cover the foregoing requirements. 2. Each policy of All Risk Coverage which TENANT obtains for the premises, and which LANDLORD obtains for the building, shall include a clause or endorsement denying the insurer any right of subrogation against the other party hereto to the extent that rights have been waived by the insured party prior to the occurrence of injury or loss. TENANT waives any rights of recovery against the LANDLORD for injury or loss due to hazards covered by its own insurance, to the extent of the injury or loss covered thereby. 3. If TENANT fails to deliver copies of the insurance policies and evidence of payment therefore, LANDLORD may, but shall not be obligated to, 14- Last Rev. 8/9/2024 4 43P obtain the required insurance, and the cost thereof, together with an administrative fee shall be payable by TENANT to LANDLORD on demand. Nothing in this Article shall be deemed to be a waiver of any rights or remedies available to LANDLORD under this Lease or at law or in equity if TENANT fails to obtain and deliver the required insurance policies and evidence of payment. 21. NOTICE REQUIREMENTS. Any notice required or desired to be given or served by any party hereunder, except as set forth in Section VIILB.2., shall be deemed to have been given or served by such party when made in writing and mailed by certified or registered mail, postage pre -paid and addressed as follows: To the LANDLORD: Town of Wappinger Town Hall 20 Middlebush Road P.O. Box 324 Wappingers Falls, New York 12590 Attention: Town Supervisor Joseph D. Cavaccini With a Copy to: Hogan, Rossi, and Liguori 3 Starr Ridge Road, Suite 200 Brewster, NY 10509 Attention: Michael Liguori, Esq. To the TENANT: Carnwath Farms Lane, LLC 2187 Bruynswick Road Wallkill, NY 12589 Attention: Douglas Posey or at the address of the demised premises as identified by the US Postal Service 15- Last Rev. 8/9/2024 4 43P Upon occupancy of the subject premises, notices to TENANT shall be given at the address of the premises as identified by the U.S. Postal Service. 22. NEW LANDLORD. In case the demised premises or the building of which the same is a part shall be sold, conveyed, transferred, assigned, leased or sub -let, or if the LANDLORD shall sell, convey, transfer or assign this Lease or rents due under this Lease, or if for any reason there shall be a change in the manner of which the rental reserved hereunder shall be paid to the LANDLORD, proper written notice of such change shall be filed immediately by the LANDLORD with the TENANT. 23. BROKERAGE FEES. The LANDLORD and TENANT each warrant that no person or selling agency has been employed or retained to solicit or secure this Lease upon an agreement or understanding for a commission, percentage, brokerage, contingent fee or other compensation excepting bona fide employees or bona fide established commercial or selling agencies such as licensed Real Estate Brokers or others duly authorized by law to engage in real estate transactions for compensation in the State of New York and retained by the LANDLORD for the purpose of securing business. 24. MERGER CLAUSE. It is understood and agreed by and between the parties hereto that no representations or promises have been made in respect to the demised premises other than those contained herein except those as may be contained in a rider attached to and made a part of this Lease. 25. LANDLORD'S INTEREST. 16- Last Rev. 8/9/2024 4 43P The LANDLORD represents that the demised premises above described are owned by the LANDLORD in fee simple absolute. 26. NO DEVIATIONS. It is understood and agreed by and between the parties hereto that the TENANT in possession is not authorized to allow any deviations from the provisions of this Lease, including substitutions for, or additions to, items of construction or alternations. 27. REMOVAL OF PERSONAL PROPERTY. Any and all articles of Personal Property including, without limitations, business and trade fixtures, machinery, equipment, furniture, movable partitions, carpeting, water coolers, radio or television equipment, owned or installed by the TENANT at its sole expense are and shall remain the property of the TENANT and may be removed by it at any time during the Lease term, Renewal, extension or Holdover period. If such fixtures, machinery, equipment, furniture, movable partitions, carpeting, water coolers, radio or television equipment are removed, the cost of repairing any damage to the building arising from such removal shall be paid by TENANT. 28. SIGNS. The TENANT may post and maintain such signs and notices as is reasonably required to inform the public as to its location in the building and shall have a right to have its name and other pertinent information on LANDLORD'S property. 29. HEADINGS. i7- Last Rev. 8/9/2024 4 43P The headings as to contents of particular paragraphs herein are inserted only for convenience, and are in no way to be construed as a part of this Lease or as a limitation of the scope of the particular paragraphs to which they refer. 30. CONSENT. The LANDLORD covenants that whenever the LANDLORD'S consent is required under any of the provisions of this lease such consent shall not be unreasonably withheld. 31. RENOVATIONS BY TENANT A. It is understood and agreed that the TENANT shall, at its own cost and expense, complete all of the renovations and repairs necessary to operate a boutique style 25 room hotel, cafe, and event space. C. It is understood and agreed by TENANT and LANDLORD that there will be a rent abatement for the period of time that said renovations and repairs are being conducted of three years. 32. SUBJECT TO APPROVAL. It is understood and agreed by TENANT that this Lease is subject to approval by the Town Board by formal Resolution subject to Permissive Referendum. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in four counterparts the day and year first written above. TOWN OF WAPPINGER CARNWATH FARMS LANE, LLC BY: BY: Joseph D. Cavaccini Douglas Posey Town Supervisor President is- Last Rev. 8/9/2024 4 43P STATE OF NEW YORK ) ) ss.: COUNTY OF DUTCHESS ) On this day of , 2024, before me personally came Joseph D. Cavaccini, SUPERVISOR TO THE TOWN OF WAPPINGER, to me known to be the person who executed the above instrument, who, being duly sworn by me, did for herself depose and say that she is the Supervisor, that she executed the foregoing instrument in the name of the Town of Wappinger, and that she had authority to sign the same, and that she did duly acknowledge to me that she executed the same as the act and deed of the Town of Wappinger for the purposes mentioned therein. Notary Public STATE OF NEW YORK ) ) ss.: COUNTY OF DUTCHESS ) On this _day of , 2024, before me personally came Douglas Posey, to me known to be the person who executed the above instrument, who, being duly sworn by me, did for himself depose and say that he is the President, that he executed the foregoing instrument in the name of Carnwath Farms Lane, LLC, and that he had authority to sign the same, and that he did duly acknowledge to me that he executed the same as the act and deed of Carnwath Farms Lane, LLC for the purposes mentioned therein. Notary Public 19- Last Rev. 8/9/2024 4 43P Appendix "A" 20- Last Rev. 8/9/2024 4 43P 21- ItK �ww ��) I I LOCAL LAW NO. 4 OF 2024 A LOCAL LAW REGULATING HAZARDOUS POLLUTION SOURCES IN PROXIMITY TO PUBLIC WATER SUPPLY SOURCES, AQUIFERS AND WETLANDS BE IT ENACTED BYTHE WAPPINGER TOWN BOARD OF DUTCHESS COUNTY, STATE OF NEWYORKAS FOLLOWS; SECTION 1. LEGISLATIVE INTENT. The Town of Wappinger has an abundance of rural and suburban areas that rely solely on public water supply wells or individual wells for clean potable water. Many of the public water supplies within the county also rely on groundwater as their sole source of drinkingwater. With continued population growth and development, groundwater sources are increasingly becoming vulnerable to potential contamination from hazardous pollution sources. The Town of Wappinger Town Board finds it necessary and appropriate to establish restrictions to protect its residents' water supply sources. Chemical and petroleum products stored in underground storage tanks pose one of the highest risks to drinkingwater sources. Within Dutchess County there have been petroleum and chemical spills which have caused significant environmental damage, public health issues, abandonment of contaminated potable wells and the need for the construction of new alternative water supplies, all at massive costs to Town residents. Such contamination creates blighted areas, as contaminated properties are costly to remediate, contamination stigmatizes the area and is an obstacle to the sale of affected properties. Similarly, dry cleaners that use solvents on site and car wash facilities have been known sources of contamination of groundwater quality. Dry cleaners use cleaning fluids called solvents to clean clothes and other fabrics. Solvents can be a source of contamination if discharged into the groundwater through a subsurface absorption area or other means of disposal. Water run-off from commercial car washes also contains numerous hazardous substances that can contaminate groundwater. Dirty water containing soap, detergents, residue from vehicles containing gasoline, and motor oils can wash off cars and can enter the ground water by way of a subsurface absorption bed or flow to storm drains and end up in neighboring wetlands and aquifers. It is the intent of the Town Board to establish restrictions to protect its residents' water supply sources by prohibiting contaminant sources, as defined in Section 3. within the separation distance outlined in Section 3 to a public water supply well. Wetland or Aquifer. In addition, the Town Board intends to regulate the drilling of a public water supply well within the separation distance to the contaminant sources as defined in Section 3. Therefore, The Town Board finds that, by prohibiting the use of contamination sources, as defined in Section 3. within the separation distance to any public water supply Well, Wetland or Aquifer, it will greatly reduce the risk of groundwater contamination and protect the Town's drinking water supply and Town residents' health. Furthermore, The Town Board finds that, by regulating the drilling of public water supply wells within the separation distance to contaminant sources, as defined in Section 3 will protect the public drinking water supply and County residents' health. SECTION 2. DEFINITIONS. A. Definitions contained in Part 5, subpart 5-1, and any subsequent revision of the New York State Sanitary Code or Dutchess County are adopted as part of this Chapter. SECTION 3. PROHIBITED CONDUCT. A. Town separation requirements and any subsequent revision of the Dutchess County Local Separation Requirements are adopted as part of this chapter. Contaminant Source Separation Distances from Contaminant Sources (in feet) Public Water Wetland Aquifer Supply Dry-cleaning est. performing the cleaning services on site unless all 1,500 1,500 1,500 wastewater from activity is lawfully through a connection to a publicly owned treatment works facility Underground chemical or petroleum storage tanks used in commercial 1,500 1,500 1,500 applications Fill ports or piping for underground chemical or petroleum storage tanks 1,500 1,500 1,500 used in commercial Gasoline or diesel fueling pumps for the purpose of dispensing to 1,500 1,500 1,500 individual consumers Commercial car wash unless all waste waters 1,500 1,500 1,500 from such activity are lawfully Commercial salvage operations for vehicle 500 500 500 parts Commercial production or refining of chemicals 500 500 500 as found in Table 3, 9B, 9C and 9D of Storage of ice control salt or products with ice 500 500 500 control salt in it for the purpose of The distance shall be measured horizontally from the nearest point of the contamination source to the well. The distance shall be measured horizontally from the nearest point of the contamination source to the nearest point of the Wetland or Aquifer. For some contamination sources (Dry Cleaner, Carwash, Chemical Production or Refining) where there is a discharge of wastewater from such activity into a subsurface absorption bed or pit, the distance shall be measured horizontally from the nearest point of the absorption bed or pit to the well or nearest point of the Wetland or Aquifer. Commercial Salvage operations for vehicle parts separation distance shall be measured horizontally from the nearest stored car, part of car or the car processing area to the well or nearest point of the Wetland or Aquifer. B. Nothing in this Local Law shall be interpreted to prohibit the construction and operation of any project approved by the Town prior to the effective date of this local law. C. Nothing in this Local Law shall be interpreted to prohibit an existing and operating facility from continuing operations. D. If operation of any facility that has a contaminant source, as defined in Section 3 discontinues operation or is inactive for a period in excess of one (1) year the facilitywill need to comply with the above separation table. E. Waivers shall not be issued for any individual or entity seeking to establish a proposed contaminant source, as defined in Section 3. F. Nothing in this Local Law shall be interpreted to prohibit an existing community public water system, municipal water system or Town Water and Wastewater Authority owned public water supply from drilling newwells, if necessary, within an existing system. Any newwells drilled must adhere to the separation distances set forth in Section 3 to the greatest extent possible. SECTION 4. ENFORCEMENTAND PENALTIES. The Town Board is responsible for the enforcement of this Chapter. The Town Board is authorized to promulgate rules and regulations and to take any and all other actions reasonable and necessary to enforce this Chapter in accordance with the authority enumerated in the Town Code including, but not limited to, conducting inspections; investigating all claims and violations; issuing all notices and orders; conducting hearings; instituting penalties and fines; and any other processes that may be necessary in the enforcement of this Chapter. SECTION 5. APPLICATION. This Local Law is intended to model the local law adopted by Dutchess County and shall be non- exclusive and in addition to the existing local law. To the extent that provisions of this Local Law conflict with local law adopted by the Town the County's Local Law shall preempt the Town's local laws or parts thereof in conflict with the provisions herein. To the extent that provisions of this Local Law are more stringent than state laws or requirements the provisions of the County's Local Law shall preempt any state laws or requirements. SECTION 6. SEVERABILITY. If any clause, sentence, paragraph, subdivision, section, or part of this law or the application thereof to any person, individual, corporation, firm, partnership, entity, or circumstance shall be adjudged by any court of competent jurisdiction to be invalid or unconstitutional, such order or judgment shall not affect, impair, or invalidate the remainder thereof, but shall be confined in its operation to the clause, sentence, paragraph, subdivision, section, or part of this law, or in its application to the person, individual, corporation, firm, partnership, entity, or circumstance directly involved in the controversy in which such order or judgment shall be rendered. Section 7. SEQRA DETERMINATION It is hereby determined, pursuant to the provisions of the State Environmental Quality Review Act, 8 NYECL Section 0101 et seq., and its implementing regulations. Part 617 of 6 NYCRR, that the adoption of this local law is a Type II Action within the meaning of Section 617.5(c)(26) and (33) of 6 NYCRR, and, accordingly, is ova class of actions which do not have a significant impact on the environment and no further review is required "16 NYC RR Section 61 7.5(c) (26) and (33) apply to: "(26) routine or continuing agency administration and management, not including new programs or major reordering of priorities that may affect the environment" and "(33) adoption of regulations, policies, procedures and Town Board decisions in connection with any action on this list" SECTION 8. EFFECTIVE DATE. This Local Law shall take effect on the Date of adoption.