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2000-02-14 RGMCONSTANCE O. SMITH SUPERVISOR TELEPHONE: (914) 297.2744 FAX: (914) 297-4558 February 2, 2000 MEMO TO: FROM: TOWN OF WAPPINGER REVISED Town Board Attorney to Town Engineer to Town Media Constance O. Smith RE: WORKSHOP AGENDA MONDAY, FEBRUARY 14, 2000 7:30PM • Insurance Update Jack Peluse • Greenway Joe Ennesser • Town Hall Roof Repair • Roberts Mobile Park Rate Structure • --Update-----Group Home@ 131 Osborne Hill Road WCSD Bus Facility Expansion Executive Session: Alpine Cell Towers Greystone COS:dly SUPERVISOR'S OFFICE 20 MIDDLEBUSH ROAD P.O. BOX 324 WAPPINGERS FALLS, NY 12590.0324 NO OTHER BUSINESS SHALL COME BEFORE THE BOARD. I 02/14/2000.WS The Workshop Meeting of the Town of Wappinger was held on February 14, 2000 at the Town Hall, 20 Middlebush Road, Wappingers Falls, New York. Supervisor Smith opened the meeting at 7:30 p.m. Present: Constance Smith, Supervisor Robert Valdati, Councilman Vincent Bettina, Councilman Joseph Ruggiero, Councilman Joseph Paoloni, Councilman Elaine H. Snowden, Town Clerk Others Present: Jay Paggi, Engineer to the Town Al Roberts, Attorney to the Town Graham Foster, Highway Superintendent Joe Ennesser with an update on Greenway. He prepared a report for the board which they may wish to read at their leisure. The report outlines trails, and a copy of a map that is going to be prepared by the GIS out in Millbrook. When it is updated he will bring it here in the town hall so we may see the progress. The report also contains a list of the people that have attended the meetings, and a contact list of members who are on the Wappinger Greenway Committee. These people volunteer their time to help with the trails. He also informed the board that in March they are going to set up educational goals with nature booklets to encourage the schools to use the trails. Also with the report is a contract with the scouts to do volunteer work on the trails. We have representation from Albany at every meeting. SUPERVISOR SMITH announced that Joe took over the Greenway after Hank DiMarco passed away, and has done a lot of work, and thanked him for his excellent report tonight. NO ACTION TAKEN. Jack Peluse of Marshall and Sterling with an update on the Town's Insurance. The last time Mr. Peluse attended a meeting, he went over the changes in Workers Compensation Program for the Town. He is here tonight to outline the coverage he has for the town. He explained that their incumbent company, Crumb & Foster reorganized this past year, and decided that they were no longer marketing Municipalities, therefore Marshall & Sterling sought other bids. He went over the results, and of the responding carriers, they decided to change to the Selective Insurance Company for this coming year, because they offered the coverage the town requires, and the most competitive price. Over the past eight years, the premiums for the towns insurance program has been reduced over $100,000. Because of the competitive market place, Mr. Peluse has made the decision to double the town's Umbrella Coverage to $10 million. During the course of 1 02/14/2000.WS the year, Joe Ruggiero had requested Mr. Peluse to look into medical coverage for volunteers and participants in some of the Recreation programs. In the last page of the booklet there is an outline of the gymnastic programs as well as summer camp, etc., which can be put into place at a $10K maximum medical expense policy, for all the participants in the towns programs for an annual premium of $2,081.25. When we made the switch to PERMA, the volunteers were picked up on a workers compensation basis. COUNCILMAN RUGGIERO moved to include the $2,081.25 premium to cover the medical for volunteers and participants in the recreation program. Seconded by Mr. Valdati Motion Unanimously Carried Supervisor Smith wished to discuss the ice problem on the roof at the front door of the Town Hall building. As you know we are going to install Handicap doors in the front of the building in order to be in compliance. There is a huge buildup of ice at the front door during the winter which make it dangerous. Supervisor Smith discussed this problem with Mr. Paggi, and Mr. Paggi suggests that we get an architect to inspect the roof. Mr. Paggi informed the board that the roof may need to be redesigned. Discussion followed. COUNCILMAN VALDATI moved to contact Don Swartz and authorize him to prepare specs to correct the problem. Seconded by Mr. Bettina Motion Unanimously Carried At the last town board meeting, Jay Paggi, Engineer to the Town, and Al Roberts, Attorney to the Town were authorized to proceed with a formula for water charges for the Roberts Mobile Home Park connection to CWWIA and come back with recommendations. After researching, it has been established that the Mobile Home Park is similar to a condominium -type project that there are individual users and one common land owner. There is an existing condominium project in CWWI, and we have modeled our proposal after it. There are approximately 88 Mobile Home sites in the Roberts Mobile Home Park. It is proposed that each one would pay the existing minimum charge of $25 per quarter. For that $25 each mobile home site would be allotted 2,500 c.f. of water to use that quarter. If the aggregate of 88 mobile homes x the allotment for the minimum charge is exceeded, then the Mobile Home Park would pay the excess, at the rate of sixty-four cents per 100 cubic feet. The calculation for 88 mobile home parks is a follows: • 88 Mobile Home Sites x $25 minimum charge per quarter = $2,200 quarter. 0 02/14/2000.WS • 88 Mobile Home Sites x 2,500 c.f. allowance per quarter is = to 220,000 c.f./quarter. Therefore if the total usage is less than 220,000 c.£, the quarterly bill to Roberts Mobile Home Park would be $2,200. If the usage is in excess of 220,000 c.f. per quarter, the charge would be $2,200 plus $.64 per 100 c.f. for excess. It should be noted that there will be only one bill sent out to Roberts Mobile Home Park, and this bill will be based on the reading taken from the Master Meter proposed to be constructed on Pye Lane. Discussion followed. COUNCILMAN VALDATI moved we accept the rates for the Roberts Mobile Home Park as prepared by Mr. Paggi. Seconded by Mr. Paoloni Motion Unanimously Carried Another item Mr. Paggi wished to address is, who would own the Meter Pit, and the various components therein. It is Mr. Paggi's opinion that due to the size of the meter pit the property owner will own all the components proposed to be installed in the pit and will pay for all replacement costs if and when necessary. Anything over a 3" meter, ownership is retained by the individual property owner. COUNCILMAN VALDATI moved to authorize ownership of the meter pit and the various components therein should be retained by the individual property owner Seconded by Mr. Ruggiero Motion Unanimously Carried Mr. Paggi also wished to address the firm to be responsible for Inspection services for the work. Mr. Paggi recommends that his firm be retained to inspect the installation, up to and including the valve before the meter pit, due to the fact that the Town will own and operate this part of the system in the future. Mr. Povall, acting as Mr. Rawls' Engineer would inspect the remainder of the work. We would ask for copies of all certifications from Mr. Rawls' Engineers on the inspection of their work. If the work goes smoothly the inspection would only take a few days. Mr. Paggi said inspection charges for an inspector would run about $360 a day. COUNCILMAN VALDATI to authorize the firm of Paggi and Martin and DelBene be retained to inspect the installation up to and including the valve before the meter pit. Seconded by Mr. Ruggiero Motion Unanimously Carried COUNCILMAN VALDATI moved that Mr. Rawls establish an escrow account with a certified check for $1,200. 3 02/14/2000.WS Seconded by Mr. Ruggiero Motion Unanimously Carried SUPERVISOR SMITH gave an update on the proposed Group Home at 131 Osborne Hill Road. As you know we have a deadline of the 21st. The RSS is aware of our concerns regarding drainage, septic and flooding. The residents have done some research, and come up with eight alternate sites in the area, that they surveyed, and Supervisor Smith forwarded them to RSS. The to RSS before the deadline is, if they don't reason she sent them up accept some of the alternate sites, there is still time to get a few more. Supervisor Smith does not want to mislead anyone, if RSS wants the Group Home on Osborne Hill Road, they will have it, even if it means downsizing, but she does not see that happening. She feels they will look for another site. If they do choose an alternate site, that's where they'll go. COUNCILMAN VALDATI felt that the decision for the town to select alternate sites, and select those as an alternative, should have been a Board Action. Supervisor Smith explained, that her decision to forward the alternate sites to RSS was because of time constraints. Discussion followed. NO ACTION TAKEN COUNCILMAN VALDATI asked the Comptroller, the status of Vinnie Francese's health benefits and the premiums as a retiree. Mr. Terwilliger explained, he does have 28 years of service according to retirement and would qualify for an additional reduction. COUNCILMAN VALDATI moved to authorize Mr. Francese receive the additional reduction as per the Comptrollers interpretation. Seconded by Mr. Paoloni Motion Unanimously Carried At this time 8:40 p.m. COUNCILMAN BETTINA moved to go into Executive Session to discuss Alpine, Cell Towers and Greystone. Seconded by Mr. Valdati Motion Unanimously Carried The meeting reconvened at 10:00 p.m. with all board members present. The following resolution was moved by COUNCILMAN VALDATI and seconded by Councilman Paoloni. AUTHORIZATION TO EXECUTE CONTRACT OF SALE BETWEEN GREYSTONE PROGRAMS, INC. AND THE TOWN OF WAPPINGER WHEREAS, the Town of Wappinger abuts the Hudson River; and WHEREAS, the Town Board desires to acquire additional property to be used for conservation, recreation activities and other governmental 11 02/14/2000.WS functions, such as storage of Town Governmental Documents, storage of Town equipment and placement of administrative offices; and WHEREAS, Greystone Programs, Inc. presently owns a large parcel of property containing approximately 95 plus or minus acres within the town, with Hudson River frontage on Wheeler Hill Road (hereinafter referred to as the "Greystone Property"), which property is more particularly described in the proposed Contract of Sale attached hereto as "Exhibit A'; and WHEREAS, the Greystone Property was formerly a seminary and contains several buildings, including a multi -person residential structure, a former chapel, remnants of a nineteenth century mansion, barns and other buildings used for administrative and grounds keeping purposes; and WHEREAS, the Town Board has determined, after extensive investigation, that the Greystone Property can be effectively utilized and renovated to accommodate the recreational needs of the Town of Wappinger; and WHEREAS, the Greystone property is the last remaining large parcel of land in the Town with Hudson River frontage which could be used for recreational and governmental purposes; and WHEREAS, the parties have agreed upon a purchase price of two million dollars ($2,000,000); and WHEREAS, Greystone Programs, Inc. expressly acknowledges that any Resolution authorizing the purchase of this property is subject to a Permissive Referendum and is further subject to the Town's compliance with various state laws applicable to the purchase of real property by a Town, including, but not limited to the following: 1. Compliance with the State Environmental Quality Review Act (hereinafter "SEQRA" ), specifically, a determination by the Town Board that the acquisition of this property will not have an adverse impact on the environment and the Town Board's adoption of a Negative Declaration of Significance; 2. A satisfactory environmental audit to be completed and made part of the SEQRA review; and 3. The publication of the Resolution authorizing the purchase of the property with notice that the authorization is subject to a Permissive Referendum and the expiration of the time period within which the residents of the Town can submit a petition calling for a referendum on the purchase; and 4. The adoption of Bond Resolution authorizing the borrowing of necessary funds to acquire the premises and related acquisition costs, the Rv 02/14/2000.WS publication of the Bond Resolution and the expiration of the Estoppel period thereon; and WHEREAS, the Town is desirous of acquiring this property for its recreational and governmental needs and concomitantly preserving the historic character of the property, its panoramic vistas and the Town's historical and geographic association with the Hudson River; and WHEREAS, the Town Board is desirous of contracting for the sale of the Greystone Property in accordance with the terms stated in the proposed Contract of Sale attached as "Exhibit A"; and WHEREAS, the Town Board has determined that he proposed action, that is the purchase of the Greystone Property, is an Unlisted Action pursuant to Article 8 of the Environmental Conservation Law, and Title 6, Part 617 NYCRR (commonly known as "SEQRA" ), and pursuant to Chapter 117 of the Town of Wappinger code; and WHEREAS, the Town Board has determined that this action is an action for which there are no other involved agencies and that the Town Board hereby determines that it is the Lead Agency for this action. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. The recitations above set forth are incorporated in this Resolution as if fully set forth and adopted herein. 2. The Town Board of the Town of Wappinger hereby declares that it is in the public interest to execute the Contract of Sale for the purchase of the Greystone Property. The form of said Contract is attached as "Exhibit A", and the purchase will be in accordance with the terms and conditions contained therein. 3. The Town Board of the Town of Wappinger has reviewed the intended action with respect to the criteria set forth in Article 8 of the Environmental Conservation Law, and Title 6 Part 617 NYCRR and with respect to the provisions of Chapter 117 of the Town of Wappinger Code, and hereby determines that the intended action is an unlisted Action Pursuant to Title 6, Part 617 NYCRR. 4. The Town Board of the Town of Wappinger hereby determines that it is the only involved agency in this action and hereby declares itself lead agency pursuant to Article 8 ECL in the related Title 6, Part 617 NYCRR. 5. The Town Board is heretofore retained the firm of Matthew D. Rudikoff & Associates (hereinafter "Rudikoff') to undertake an environmental review of this action and Rudikoff has commenced such environmental review. 0 02/14/2000.WS 6. The Town Board hereby authorizes the firm of Chazen Environmental Services to undertake an environmental audit of the Greystone Property and hereby authorizes the Supervisor of the Town, Constance O. Smith to execute a Proposal for Professional Services with Chazen Environmental Services to perform said environmental audit in the form attached hereto as "Exhibit B". 7. The Town Board hereby authorizes and directs the Supervisor of the Town of Wappinger, Constance O. Smith, to execute the proposed Contract of Sale in substantially the same form as attached hereto as "Exhibit A", as well as to take any other actions and to execute any and all documents, forms and instruments that may be required to effectuate compliance with the conditions contained in the Contract of Sale which are pre requisites to the purchase of said property by the Town of Wappinger. 8. The Town Board directs Albert P. Roberts, Attorney for the Town of Wappinger, to make application for title insurance to insure the Town of Wappinger for the principle amount of Two Million Dollars ($2,000,000), the purchase price herein, and to take whatever steps are necessary to effectuate compliance with the conditions contained in the Contract of Sale. 9. The Town Board directs the firm of Paggi, Martin & DelBene to undertake a survey of the premises. The question of adoption of the foregoing resolution was duly put to a vote on roll call, which resulted as follows: Constance Smith, Supervisor Voting Aye Robert Valdati, Councilman Voting Aye Vincent Bettina, Councilman Voting Aye Joseph Ruggiero, Councilman Voting Aye Joseph Paoloni, Councilman Voting Aye The Resolution is hereby duly adopted. There was no other business to come before the board. COUNCILMAN VALDATI moved to close the meeting, seconded by Mr. Ruggiero and unanimously carried. The meeting adjourned at 10:05 p.m. 7 Elaine H. Snowden Town Clerk CONTRACT OF SALE Date: January Seller and Purchaser agree as follows: PARTIES , 2000 Seller: Greystone Programs, Inc. formerly known as Greystone House, Inc. Address: 24 Delavergne Avenue, Wappingers Falls, NY 12590 Purchaser: The Town of Wappinger Address: Town Hall, 20 Middlebush Road, Wappingers Falls, NY 12590 PURCHASE AGREEMENT 1. Seller shall sell and Purchaser shall buy the Property on Wheeler Hill Road in the Town of Wappinger on the terms stated in this Contract. The Property is described as follows: See Schedule "A" attached hereto. BUILDINGS AND IMPROVEMENTS, STREETS, ASSIGNMENT OF UNPAID AWARDS 2. The sale includes: (a) All buildings and improvements on the Property. (b) All right, title and interest, if any, of Seller in any land lying in the bed of any street or highway, opened or proposed, in front of or adjoining the Property to the center line thereof. It also includes any right of Seller to any unpaid award to which Seller may be entitled (1) due to taking by condemnation of any right, title or interest of Seller and (2) for any damage to the Property due to change of grade of any street or highway. Seller will deliver to Purchaser at Closing, or thereafter, on demand, proper instruments for the conveyance of title and the assignment and collection of the award and damages. (c) Fixtures, Personal Property. All fixtures and articles of personal property attached to the Property, unless specifically excluded below. Seller represents that they are paid for and owned by Seller free and clear of any lien other than the Existing Mortgage(s). They include but are not limited to plumbing, heating, lighting and cooking fixtures, to the extent currently on the premises. Excluded from this sale are: - Furniture and furnishings. PRICE 3. The purchase price is $2,000,000.00 payable as follows: On the signing of this Contract by check subject to collection: $ 5,000.00 (Includes Binder.) BALANCE AT CLOSING $1,995,000.00 The BALANCE AT CLOSING shall be paid in cash or good certified check, or official check of any bank, savings bank, trust company, or savings and loan association having a banking office in the State of New York. A check must be payable to the order of Seller, or to the order of Purchaser and duly endorsed by Purchaser (if other than a corporation) to the order of Seller in the presence of Seller or Seller's attorney. Seller shall also accept an official check of the Town of Wappinger upon proof that sufficient sums have been deposited to TITLE TRANSFER SUBJECT TO: said account. 4. The Property is to be conveyed subject to: (a) Applicable zoning and governmental regulations that affect the use and maintenance of the Property provided that they are not violated by buildings and improvements on the Property. (b) Conditions, agreements, restrictions, easements and rights of way of record. (c) Any state of facts an inspection or survey of the Property may show provided it does not make the title to the Property unmarketable. (d) Existing tenancies as hereinafter provided. (e) Unpaid assessments payable after the date of the transfer of title. USE OF PURCHASE PRICE TO PAY ENCUMBRANCES: 5. Seller may pay and discharge any liens and encumbrances not provided for in this Contract. Seller may make payment out of the balance of the Purchase Price paid by Purchaser on the transfer of title. DEED AND TRANSFER TAXES: 6. At the Closing Seller shall deliver to Purchaser a bargain and sale deed with covenant against grantor's acts so as to convey a fee simple title to the Property free and clear of all encumbrances except as stated in this Contract. The deed shall be prepared, signed and r acknowledged by Seller and transfer tax stamps in the correct amount shall be affixed to the deed, all at Seller's expense. The deed shall contain a trust fund clause as required by Section 13 of the Lien Law. ADJUSTMENTS AT CLOSING: 7. The following are to be apportioned pro -rata to the date of transfer: (a) Fuel, if any (subject to continued occupancy (b) Tax Adjustments, if any. WATER METER READINGS: 8. If there is a water meter on the Property, Seller shall furnish a reading to a date not more than thirty (30) days prior to the time herein set for Closing. The unfixed meter charge and sewer rent, if any, shall be apportioned on the basis of this last reading. FIRE, OTHER CASUALTY: 9. This Contract does not provide for what happens in the event of fire or casualty loss before the title closing. Unless different provision is made in this Contract, Section 5-1311 of the General Obligations Law will apply. CONDITION OF PROPERTY: 10. Purchaser has inspected the buildings and improvements on the Property and the personal property included in this sale. Purchaser agrees to take title "as is" and in their present condition subject to reasonable use and natural deterioration between now and the time of Closing. Seller makes no warranty or representation concerning the condition of said property. SELLER UNABLE TO CONVEY, LIABILITY: 11. If Seller is unable to convey title in accordance with this Contract, Seller's only liability is to refund all money paid on account of this Contract and pay actual charges made for examining title. CLOSING DATE AND PLACE: 12. The Closing will take place at the office of McCABE & MACK LLP, 63 Washington Street, Poughkeepsie, New York 12602 or local lending institution on or about March 15, 2000 at 11:00 a.m. or at such other time and place as may mutually be agreed upon by Seller and Purchaser. BROKER: 13. Purchaser represents that Purchaser has not dealt with any broker in connection with this sale other than whose address is W J Lavery Real Estate, Lagrangeville, New York, and Seller agrees to pay broker the commission earned (pursuant to separate agreement with broker). PURCHASER'S LIEN: 14. All money paid on account of this Contract, and the reasonable expenses of examination of the title to the Property and of any survey and inspection charges are hereby made liens on the Property. The liens shall not continue after default by Purchaser. NOTICE: 15. Any notice or other communication from one party to the other shall be in writing and sent by registered or certified mail in a post paid envelope addressed to the party at the address above, with a copy of any notice to the Seller sent to McCabe & Mack LLP, 63 Washington Street, P.O. Box 509, Poughkeepsie, New York 12602 with a copy of any notice to the purchaser sent to Albert P. Roberts, Esq., 1611 Route 9, Wappingers Falls, NY 12590. The address above may be changed by notice to the other party. ENTIRE AGREEMENT: 16. All prior understandings and agreements between Seller and Purchaser are merged in this Contract. This Contract completely expresses their full agreement and has been entered into after full investigation. Neither party is relying upon statements made by anyone that is not a party to this Contract. NO ORAL CHANGE: 17. This Contract may not be changed or ended orally. SUCCESSORS: 18. This Contract shall apply to and bind the distributees, executors, administrators, successors and assigns of the Seller and Purchaser. MULTIPLE PARTIES: 19. If there are more than one Purchaser or Seller the words 'Purchaser" and "Seller" used in this Contract includes them. DELIVERY OF DEED: 1%W 20. The Purchaser acknowledges and agrees that the delivery of the deed herein constitutes full compliance with the terms, covenants and conditions of this contract, including any and all addendums and/or riders annexed hereto, and moreover that none of the terms hereof or of such addendum and/or rider, except those specifically made to survive title closing, shall survive such title closing. NO PRE-CLOSING RIGHTS: 21. Purchaser shall have no possession, right, title or interest of any nature in the property of any part thereof until delivery to Purchaser of the deed to said Property and the payment of the purchase price as herein specified. OFFER ONLY: 22. This instrument shall be considered only as an offer on the part of the Purchaser and shall not be enforceable against the Seller until the same and all of its terms and conditions are approved by the Seller and this instrument executed and delivered by and on behalf of the Seller. AGRICULTURAL DISCLOSURE: %r► 23. It is the policy of this state and this community to conserve, protect and encourage the development and improvement of agricultural land for the production of food, and other products, and also for its natural and ecological value. This notice is to inform prospective residents that if the property they are about to acquire lies partially or wholly within an agricultural district, that farming activities may occur within the district. Such farming activities may include, but not be limited to, activities that cause noise, dust and odors, if applicable. DOWN PAYMENT HELD IN ESCROW 24. The down payment shall be held in escrow by the attorney for Seller until closing and transfer of title in accordance with this agreement. The down payment shall be a lien on the premises, but such lien shall not inure to the benefit of or continue after default by purchaser under this contract. COMPLIANCE WITH MUNICIPAL LAW 25. A. Seller acknowledges that the Purchaser is a municipal corporation and a political subdivision of the State of New York, and accordingly is subject to various statutes, rules and regulations regarding the expenditure of public money the acquisition of lands to be used for public purposes, including, but not limited to compliance with SEQRA regulations, �kw compliance with Local Finance Law of the State of New York, specifically Section 35 thereof and the various provisions of Town Law, including Sections 81, 220 and 233 thereof. B. Seller further acknowledges that this Agreement is expressly conditioned on the adoption of, compliance with and passage of the effective date of the conditions contained in the Bond Resolution authorizing the issuance of Two Million ($2,000,000.00) Dollars Serial Bonds of the Town of Wappinger to pay for the cost of acquisition of the property described in this Contract, which Bond Resolution is subject to a permissive Referendum pursuant to Section 35 of the Local Finance Law. C. The parties further agree that not withstanding anything to the contrary contained in the within Contract, the Purchaser is not authorized to purchase the subject premises unless and until there has been compliance with aforementioned statues, rules and regulations, until there has been adoption of and compliance with the conditions contained in the aforementioned Bond Resolution, compliance with the requirements of the Local Finance Law, compliance with the statutes regarding a Permissive Referendum, and the issuance of an approving opinion by the Town's Bond Counsel, Wilkie, Farr and Gallagher, 787 Seventh Avenue, New York, New York 10019-6099 which opinion is a precondition to the issuance of any serial bonds needed to finance the purchase of the subject property. EXISTING TENANCY/CONTINUANCE: 26. Seller shall have the right to continue its occupancy of the Maguire Pavillion including the chapel, the barn and the Administration Building on the Property for the continuance of Seller's progress for a period of up to twenty-four (24) months subsequent to closing at a monthly rental of $ 7, 500.00*Said rent shall be prorated for the beginning and end of the term and shall be due and payable on the first day of each month during the term. Seller may terminate such occupancy at any time prior to the expiration of said twenty-four months on one hundred twenty (120) days notice in writing to Purchaser. Included in the foregoing right of occupancy are reasonable yard and parking areas in the vicinity of the subject building and the right of ingress and egress over the existing roadways on the Property and an easement for use of the wells and septic field serving the aforementioned structures. Seller during such period of occupancy shall maintain liability insurance naming Purchaser as an additional insured and provide its own heat and utilities. Seller shall continue to maintain the grounds as currently maintained during such period of Seller occupancy. The provisions of this paragraph shall survive closing of title. * Plus utilities and maintenance of grounds. Utilities shall include all utilities servicing the premises such as gas, electric_, telephone, cable TV, as well as necessary fuel oil. Maintenance shall include law mowing and trimming of all grounds, snow and ice removal as needed, and all repairs and/or replacement, if necessary, of the mechanical components (heating system, air conditioning system, oil pump, etc.), presently servicing the buildings to be occupied by tenant. SIGNATURES: 27. Seller and Purchaser have signed this Contract as of the date at the top of the first page. LN SELLER GREYSTONE PROGRAMS, INC. Rhonda A. Blumenthal, Executive Director PURCHASER THE TOWN OF WAPPINGER Constance O. Smith, Supervisor SCHEDULE A All that certain piece or parcel of land situate in the Town of Wappinger, County of DUTCHESS and State of New York bounded and described as follows: BEGINNING at a point, said point being on the northerly face of a mortared stone wall, and said point being the southeasterly corner of lands, now and formerly J & R Kemmis (Liber 1231, page 202), and said point being on the westerly line of Wheeler Hill Road; thence leaving said southeasterly corner and running along said stone wall along the southerly line of Wheeler Hill Road the following courses and distances: South 19° 12' 00" East 6.27 feet to the corner of a stone pillar; thence leaving said stone pillar and crossing a blacktop driveway South 18° 32' 15" East 15.92 feet to the corner of a stone pillar; thence leaving said stone pillar and running along the northerly face of a mortared stone wall South 19° 31' 20" East 217.55 feet, thence leaving said northerly face and running along a stone wall fence South 17° 57' 05" East 63.66 feet, South 19 04 55' East 535.56 feet, South 19' 36' 00" East 277.12 feet South 20° 51' 10" East 238.14 feet, South 21 ° 07' 30" East 217.82 feet, South 19° 19' 15" East 185.21 feet, South 21 ° 08' 05" East 183.96 and South 19° 56' 45" East 60.09 feet to a point being the northeasterly corner of lands now or formerly Vitale (Liber 1497 page 798); thence leaving said northeasterly corner, said stone wall fence and said westerly line of Wheeler Hill Road and running along the northerly line of Vitale South 71 ° 46' 50" West 200.00 feet to a point being the northwesterly corner of said Vitale and said point being the northeasterly corner of the Riverdale Subdivision, Filed Map No. 5422; thence leaving said northwesterly corner and running along the northerly line of said subdivision the following courses and distances: South 71 ° 46' 50" West 26.16 feet, South 71 ° 38' 30" West 698.64 feet, South 72° 09' 50" West 199.73 feet, South 71 ° 31' 30" West 47.23 feet, South 71' 22' 20" West 521.19 feet, South 72° 08' 00" West 467.95 feet and South 70° 44' r 00" West 56.30 feet to a point being the southeasterly corner of lands now or formerly Central Hudson Gas and Electric Corp. Liber 663, page 412; said point being distant North 70° 44' 00" East 172.80 feet from the northwesterly corner of said subdivision map; thence leaving said southeasterly corner and running along the easterly line of said Central Hudson Gas and Electric Corp. North 28° 23' 15" West 1218.16 feet to a point being on the southeasterly line of lands formerly of the New York Central Railroad Company (Hudson Division) now and formerly Metropolitan Transit Authority; thence running along said southeasterly railroad line as shown on railroad Map No V60/29 and V60/30 the following courses and distances: North 35° 22' 30" East 58.70 feet, North 26° 29' 15" East 32.98 feet, North 52° 05' 20" East 334.01 feet North 400 31' 10" East 588.09 feet, North 480 09' 50" West 67.02 feet, North 40° 31' 40" East 51.15 feet, North 54° 51' 35" East 44.39, North 41' 13' 20" East 57.00 North 47° 31' 50" East 100.75 feet, North 43' 05' 35" East 100.10, North 41 ° 13' 00" East 75.00 feet, North 320 45' 50" East 25.22, North 40' 1 S' 10" East 100.0 1, North 31 ° 27' 55" East 168.19 feet, North 40' 31' 10" East 100.00 feet, thence along a curve to the left with a radius of 62.38 feet and an arc length of 460.02 feet and chord North 38' 24' 25" East 459.92 feet and South 53' 42' 20" East 40.00 feet and North 35° 35' 10" East 92.15 feet to a point being the southwesterly corner of said Kemmis; thence leaving said southeasterly railroad line and running along the southerly line of said Kemmis South 60° 53' 40" East 502.42 feet to a point being on the northerly face of said mortared stone wall; thence continuing along said lands of Kemmis, along said northerly face of said wall South 19° 12' 00" East 60.00 feet to the point of beginning. ALSO, a seven (7) foot right-of-way (ROW) running over lands now and formerly Edward Baisley (Liber 1488, page 90) running from the southerly side of property to River Road,'the it centerline more particularly described as follows: BEGINNING at a point, said point being on the northerly line of the Riverdale Subdivision, Filed Map No. 5422, said point being distant North 70° 44'00" East 229.10 feet and North 72° 08' 00" East 467.95 feet from the northwesterly corner of said subdivision, thence leaving said northerly subdivslon line and running the following courses and distances: South 30° 12' 10" East 104.86 feet, South 28° 23' 20" East 69.03 feet, South 43° 29' 00" East 49.31 feet, South 71 ° 20' 00' East 53.01 feet, South 81 ° 34' 10" East 453.35 feet, South 75' 25' 30" East 42.07 feet, South 50° 04' 20" East 33.60 feet, South 25° 14' 00" East 62.04 feet, South 30° 24' 30" East 71.13 feet, South 33' 01' 20" East 88.08 feet, South 29' 13' 00" East 62.00 feet and South 28' 26' 00" East 271.46 feet to a point on the northerly line of River Road. EXCEPTING THEREFROM the following parcel conveyed to the Town of Wappinger for road widening purposes. BEGINNING at a point, said point being distant, North 20 degrees 13' 50" West 60.09 feet, North 21 degrees 25'10" West 183.96 feet, North 19 degrees 36' 30" West 157.17 feet from the northeasterly corner of lands now or formerly Vitale, Liber 1497, Page 798, said point of beginning being on the westerly line of Wheeler Hill Road and said point being in a stonewall fence; thence leaving said westerly road line and said stonewall fence, and running through lands of Greystone House, Inc. the following courses and distances: South 70 degrees 08' 20" West 10.76 feet, North 21 degrees 11' 50" West 476.83 feet, and North 70 degrees 09' 10" East 10.96 W feet to a point being on the aforementioned westerly line of Wheeler Hill Road, said point being in the aforementioned stonewall fence; thence along said westerly road line along said stonewall fence, the following courses and distances: South 21 degrees 08' 20" East 230.98 feet, South 21 degrees 24' 40" East 217.82 feet, and South 19 degrees 36' 30" East 28.03 feet to the point of beginning containing 0.120 + acres of land. PURCHASER'S RIDER TO CONTRACT OF SALE BETWEEN GREYSTONE PROGRAMS, INC., Seller W AND TOWN OF WAPPINGER, Purchaser Notwithstanding anything to the contrary in the pre-printed form of Contract or Seller's Addendum between the above parties of which this rider is made part, the parties further agree as follows: TITLE A. TITLE INSURANCE Title shall be both marketable and of record and such that a title company chosen by Purchaser shall approve and insure subject only to the standard title exceptions. B. TITLE OBJECTIONS/SELLER'S AFFIDAVIT If a search of the title discloses judgments, bankruptcies or other liens against other persons having names the same or similar to that of Seller, Seller will, on request, deliver to Purchaser an affidavit showing that such judgments, bankruptcies or other liens are not against Seller in form sufficient to permit Purchaser's title company to omit any exception related thereto. C. EASEMENTS, RESTRICTIONS, ZONING, ETC. The premises are sold and are to be conveyed subject to sewer, water, gas, electric, telephone and other utility easements, rights of way and restrictions of record, and further subject to building and zoning ordinances of the county, town or village in which the premises lie, provided the same do not: (i) violate the existing and intended use of the premises, (ii) render title unmarketable, (iii) threaten the continued existence of the improvements thereon, or, the present use or occupancy of the premises for the buildings and structures located thereon. [Common\Realesta\\Purrid] (iv) substantially reduce the useable area of the premises. D. SURVEY 1r„ The premises shall be sold and conveyed subject to any state of facts an accurate survey discloses, provided the same do not disclose any condition that would otherwise render title unmarketable. This contract shall be null and void and Seller shall immediately refund to Purchaser all sums paid to Seller under this contract and reimburse Purchaser for the cost of survey and title search, if a survey reveals: (i) that improvements included in the sale are not located within the perimeter boundaries of the premises or violate by reason of location, size or other dimension, any condition, restriction of record or zoning ordinance; or, (ii) a substantial diminution of land area from that described in this contract or the broker's listing; (iii) survey encroachments; and (iv) seller is unable to correct such condition. E. RETURN OF DOWN PAYMENT In the event Seller cannot comply with the above conditions, the cost of both the survey and the title examination, together with the down payment shall be reimbursed and refunded by Seller to Purchaser, at which time the contract shall be canceled, and 'fir► deemed null and void. In the event Seller fails to reimburse and refund as provided, such amounts shall be liens on the premises. Such liens shall not inure to Purchaser's benefit or continue if Purchaser defaults under this contract. 4. CONDITION OF PREMISES/INSPECTIONS A. MAINTENANCE At the time of closing, the premises will be in the same physical condition as at the time of contract, reasonable wear and tear excepted. The Seller be permitted to remain on the premises and shall maintain the premises in accordance with paragraph 26 entitled "Existing Tenancy/Continuance". At the time seller vacates the premises in accordance with the aforementioned paragraph 26, the dwelling and all accessory buildings conveyed by this Contract will be vacant and broom swept clean. Any debris on the premises or any personal property not included in the contract will be removed prior to closing. [Common\Realesta\\Purrid] B. WORKING ORDER Seller warrants that at the time of the execution of this agreement and at the time Seller vacates premises, the plumbing, heating and electrical facilities, appliances, %1W septic fields and well servicing the premises are and will be in working order. C. PRE-CLOSING INSPECTION It is understood and agreed by and between the parties that Purchaser shall have the right to inspect the premises prior to Seller vacating same. 5. RISK OF LOSS Notwithstanding the liability for risk of loss or damage to the premises due to fire or other natural elements, Seller agrees that should the premises be damaged in any material way by fire, elements or vandalism, Purchaser shall have the option of proceeding with this agreement or declaring the same null and void and the sole liability of Seller in the latter case will be to return the down payment to Purchaser. 6. PERSONAL PROPERTY In lieu of executing a bill of sale, seller represents and warrants that all personal property transferred pursuant to this contract will be free and clear of any liens and encumbrances. This clause will survive the closing and transfer of title. 8. MAIL DEPOSITS Any written notice herein, to be given by the Purchaser or Purchaser's attorney, to the Seller or Seller's attorney, shall be deemed to have been given to the Seller or the Seller's attorney by mailing the paper to him or his attorney, at the address designated by him for that purpose, or if none is designated, at his last known address; said notice by mail shall be complete upon deposit of the paper enclosed in a postpaid properly - addressed wrapper, in a post office or official depository under the exclusive care and custody of the United States Post Office Department within the State; for a period of time prescribed by the contract as measured by notice to the purchaser of any event and such notice is by mail, five days shall be added to the prescribed period. 9. HAZARDOUS WASTE Seller represents it has no knowledge or information that the premises have been used for the disposal of hazardous and/or toxic materials, and that the premises do not constitute an inactive hazardous waste disposal site, as that term is defined in Article 27 [Common\Realesta\\Purrid] of the New York State Environmental Conservation Law. This provision shall survive transfer of title. 10. COMPLIANCE WITH EXECUTIVE LAW 'aw Seller shall, at closing, deliver an affidavit indicating compliance with the terms of Executive Law Section 378, Subdivision 5, pertaining to smoke detectors. 11. CERTIFICATE OF OCCUPANCY/TOWN OF WAPPINGER A. This contract is contingent upon the existence of a valid certificate of occupancy for the premises (including additions, improvements and alterations to premises) and a certification from the Town of Wappinger that there are no violations of any ordinances, local laws or other rules and regulations pertaining to the subject premises. In the event the premises were constructed prior to the adoption of a zoning ordinance and/or building code, the Town of Wappinger must certify that the premises are exempt from any certificate requirements. In the event a Certificate of Occupancy is required, it shall be Seller's obligation, at Seller's expense, to undertake all necessary work to obtain a valid Certificate of Occupancy prior to closing. If exempt, the premises, notwithstanding such exemption, must be legally useable and in compliance with the Town of Wappinger's zoning ordinance with no violations of any ordinances. Seller represents and warrants that if there have been additions, improvements or alterations to the premises (including swimming pool) for which a building permit or certificate of occupancy is required by the Town of Wappinger, Seller will obtain and furnish such permits and certificates. This clause shall survive closing of title and delivery of deed. B. All notices of violations of laws or municipal ordinances, orders or requirements noted in or issued by the Zoning Administrator's Office and/or Building Inspector, Fire, Labor, Health, or other State or municipal body having jurisdiction over the subject premises as of the date of title conveyance, shall be complied with by Seiler and the premises shall be conveyed free of same. Seller shall furnish Purchaser with an authorization to make the necessary searches. [Common\Realesta\\Purrid] 12. COMPLIANCE WITH MUNICIPAL LAW A. The Seller expressly acknowledges that any resolution authorizing the purchase of this property is subject to a Permissive Referendum and is further subject to the Town's compliance with New York State Law applicable to the purchase of real property by a Town, including, but not limited to the following: 1. Compliance with the State Environmental Quality Review Act (hereinafter "SEQRA"), specifically, a determination by the Town Board that the acquisition of this property will not have an adverse impact on the environment and the Town Board's adoption of a Negative Declaration of Significance; 2. A satisfactory environmental audit to be completed and incorporated in the SEQRA review; and 3. The publication of the Resolution authorizing the purchase of the property with notice that the authorization is subject to a Permissive Referendum and the expiration of the time period within which the residents of the Town can submit a petition calling for a referendum on the purchase; and 4. The adoption of a Bond Resolution authorizing the borrowing of necessary funds to acquire the premises and related acquisition costs, the publication of the Notice of Adoption of the Bond Resolution and the expiration of the Estoppel period thereon. 13. INCONSISTENCY In the event any of the terms of this rider are different from, or inconsistent with, the terms of the contract or Seller's rider, the terms of Purchaser's rider shall govern. GREYSTONE PROGRAMS, INC. By: Seller TOWN OF WAPPINGER [Common\Realesta\\Purrid] Purchaser CHAZEN ENVmmmNTAL SERVICES, INC. Durchoss County office: PO Box 3479, 2299 Page Park, Manchester Road Poughkeopsio, NY 12603 Phone: (914) 4543950 Fax: (914) 454-4026 W W W.chazcncompanics.com Email: poughkeepsie@ehayeneompanies.tom Town of Wappinger Town Board 20 Middle Bush Road PO Box 324 Wappingers Falls, New York 12590 February 14, 2000 By Fax Re: Rives Hill Mansion, Wheeler Hill Road, Wappingers Falls, New York Proposal for Professional Services (proposal #2000-02-0010) Phase I Environmental Site Assessment Suspect Asbestos Containing Material Sampling Suspect Lead Based Paint Testing Dear Board Members: Orange County Office: Phonc: (914)567-1133 Capital asrrrct ice; Phone: (518) 371.0929 North Country Off ce: Phone: (51R)812-0513 Thank you for the opportunity to provide you with a proposal to conduct a Phase I Environmental Site Assessment (ESA), including sampling of suspect asbestos containing materials and testing of suspect lead based paint, for the above referenced property. The Chazen Companies (TCC) have successfully worked with hundreds of clients and every bank in the region in the preparation of Phase I ESA reports. The scope of work for the Phase I ESA will be performed in accordance with the scope and limitations set forth in the American Society of Testing and Materials (ASTM) Standard Practice E 1527-97 (Phase I Environmental Site Assessment Process) and E 1528-96 (Transaction Screen Process). The purpose of the ESA is to identify recognized environmental conditions, including the presence or likely presence of any hazardous substance or petroleum product on a property. The ASTM Standard Practice has been established to allow a lender or property owner to satisfy one of the requirements necessary to qualify for the "innocent landowner defense" for liability under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). >7-E Chactn Engineering & Land Surveying Co., P.C.----h-a ei2 Chattn Environmental Services, Inc. EnvimPlan Assonatts, In,MPAO'ES TII Plan Assotiatts, Ine. 90iZ0'd FVGe86Z Ol 922V 17Sb VT6 ONI833NIJN3 N3ZdH0 8J LT:ST 0002 bT H3d L Mr. Albert Roberts February 14, 2000 Page 2 The scope of work as defined by ASTM Standard Practice E 1527-97 includes the following: a Site Inspection, including a visual inspection of the subject Property and adjacent properties; a Records Review, including a review of the ' ,w history and ownership of the property for a period of fifty years, if available and - review of all pertinent records of the United States Environmental Protection Agency (USEPA), New York State Department of Environmental Conservation (NYSDEC), and the Ulster County Department of Health (UCDH); Interviews with property owners, occupants, and other appropriate individuals familiar with the site; and preparation of a Report that incorporates the above information and includes the findings of the investigation, our conclusions and recommendations. There may be environmental issues or conditions at a property that are outside of the scope of ASTM Standard Practices, but may be a useful aid to potential or current property owners when assessing a property. The limitations of work as defined by ASTM Standard Practice E 1527-97 includes the following items which will not be investigated unless specifically requested: Asbestos -Containing Materials Radon Lead -Based Paint Lead in Drinking Water Wetlands Floodplains 1%W As per your conversation with George Minervini in July of 1998, I understand you are interested in a Phase I Environmental Assessment, Asbestos testing, and Lead -Based Paint testing. The estimated cost of the Phase I ESA is $2,750 based on the size of the property and number of buildings requiring evaluations. The report can be completed approximately three weeks after your authorization to proceed. The estimated cost to test suspect lead based paint is $2000. The estimated cost to collect samples of suspect asbestos containing materials is $1500. Due to the fact that the number of suspect asbestos containing material samples is determined by the number of different materials encountered and the amounts present, the estimated cost to have the samples analyzed by an independent laboratory is given in unit costs. Friable suspect asbestos containing materials will be analyzed by Polarized Light Microscopy at a cost of approximately $10 per sample. Non -friable, organically bound samples such as floor tile and roofing materials will be analyzed by Transmission Electron Microscopy at a cost of approximately $55 per sample. These figures are based on a standard five-day laboratory turnaround time. A faster turnaround time can be requested from the laboratory at additional cost. ?12/00.02aoRi—P HII Mannion PAaeo 1 Ytuwaa).doe 90/20'd Zb8Z86Z Ci 920b VSO PT6 ONIN22NIJN2 NBZUHD &� LZ:ST 0002 bi 939 Mr. Albert Roberts Fobruary 10, 2000 Pape 3 If you have any questions regarding the scope of work, please contact me at (914) 454-3980. Your signature on the accompanying agreement will be our authorization to proceed. Sincerely, Eva L. Billeci Environmental Scientist Attachment cc: Richard H. Chazen, P.E. James McIver Sharon Zampko Mr. Albert Roberts, Esq. YM00,02•10 Rive: Kill Markin Pheae I Drovoeal.dx 90it70'd Z*FBGZ 01 9Z0b VSt7 VTG ONIN23NION3 NMIdH0 N3 LT :ST 0002 VT 933 Agreeanrnt for Retainer of Profedda:onal Serviced Project Name: _Rives Hill Mansion ProjoertY AGREEMENT AGREEMENT MADE, this day of , 2000 by and between Chazon Engineering & Land Surveying Co., p. C. (CELS), or Chazen Environmental Services, Inc. (CES), or EnviroPlan As ociatos, Inc. (EPA) each a cisrang under the laws of tho ``,ate of Now York, with its principal place of business at 229B Page Park, Manchester Road, Poughkeepsie, New York 12603 ereafter referrod to collectively as The Chazen Companies or "TCC") and lient"). (hereafter referrod to as 1. PURPOSE. Client hereby retains TCC to perform the services deseribad in tho Proposal For Professional Services dated February 10, 2000, which is hereby made a part of this Agreement. 2. COMPENSATION: TCC's compensation for services shall be as statod in the Proposal For Professional Services. Tac sliall submit invoices on or about the tenth day of each month. Invoices shall be payable upon rucei.pt. At the beginning of each calondar year TCC reserves the right to adjust its labor rates to coincide with TCC's thon prevailing fee schedule. TCC may suspend its performance under this Agreement until all delinquent amounts due for services and expenses have been paid. All amounts due and owed TCC under this Agreement shall be paid in full at the eomplotion of services. TCC may refuse to release reports, maps and materials prepared by TCC for Client until all arrearages are paid in full. If TCC is required to retain an attorney to collect amounts due TCC under this Agreement, Client agrees to pay TCC's reasonable attorney's fees together with the costs and disbursements of any such action. 3. COOPERATION: Client agrees to keep TCC informed of changes to the project scope and schedule, and shall arrange for and provide TCC entry to property in order to perform the services. Client shall give TCC prompt notice of any pou-nti:ally hazardous or injurious conditions Client knows of or has reason to know of which may be present on property TCC must Anter. 4. INDEMNITY & LIMITATION OF LIABI ICY Client and TCC have discussed the risks, rewards and benefits of the Project and TCC's fees for services under this Agreement. Client and TCC have also discussed the allocation or risk associated with their respective duties under this Agreement and agree, to the fullest extent permitted by law: A. TCC shall carry and maintain Workers Compensation, General Liability, Automobile, Liability and Professional Liability insurance. TCG will provide Client certificates of insurance upon request. TCC agrees to indomnify Client against loss caused by the actions of TCC, and the employees and subcontractors of TCC, within the terms and conditions of the insurance coverage maintained by TCC, subject to the limitation of liability set forth in paragraph 4(B) below. TCC will not be responsible for any loss or liability, or any violation of law, rule, regulation or decree by Client or the employees, ggvnts, contractors, or consultants of Client. B. TCC agrees that it will not bring hazardous or toxic materials onto Client's property, Client understands that, the ordinary course of work performed by TCC may result in the excavation and relocation of hazardous or toxic materials that were on or under the property before TCC began its work. Client understands that Client is solely responsible for the cost of investigating, removing, and remediating such materials. C. TCC's liability for any and all claims related to professional services errors or omissions under this Agreement, however arising, shall be limited to the lesser of $50,000 or the total compensation received by TCC: from Client, and Client hereby releases TCC from any liability or contribution above such amount. Thi; limitation of liability shall include but not bo limited to TCC's negligence, orrors, omissions, strict liability, breach of contract, and breach of warranty, In no event shall TCC be liable for incidental or consequential damages, including loss of profits or revenue resulting from any cause or causes. C.i Client may request an increase in the amount of prefossional liability insurance coverage above the limitation stated in paragraph C. above. Any such request shall be at Client's sole exponso. Client may indicate by initialling in the; appropriate space below a request for additional coverage and returning with this Agreement a check in the appropriate amount, ii) Client requests an increase of TCC's professional liability limitation to $500,000. Client agrees to compensate TCC $450 for this extended coverage. By Client Date The Chazon ComNanica 2000 90iS0 ' d Zt7BZ86Z Ol 9Z0t7 bSt7 b I6 JN I 633N I JN3 N3ZdH0 dd L t : S 10002 t7I Had AJ,+roement for Retainer of Prafessionol Services iii) Client requests an increase of TCC's professional liability limitation to $1,000,000. Client agrees to compensate TCC $950 for this extended coverage. Project Name: _Rives Hill Mansion Property By Client Date 5. TERNUNATION: In the event of substantial failure by either party to perform under this Agreement, the aggrievuel party may terminate, this Agreement upon seven (7) days written notice. If this Agrooment is torminuted, Client shall remit all monies dud TCC within :30 days. TCC at its sole discretion, may terminate this Agreement when it reasonably believes there may be non -environmental condition(s) which threaten the health and safety of TCC personnel and subcontractors. TCC shall immediately inform the Client of hazardous or dangerous conditions as applicable under existing regulations, G. SEVERABILITY: If any provision of this Agreement is held invalid sttrh provision shall have no effect, but all remaining provisions shall continue in full force and effect. Each provision of this Agreement shall he interpreted so as to render it valid. 7. NOTICES: All notices shall be in writing and shall be sufficient if sent by first class mail or overnight mail to thu atldce:asas or Client and TCC as shown herein. Notices shall be deemed as rocoived throe (3) business drys }lfter mailing. Each party hereby ;agrees to accept all mailed and hand delivered communications. S. ENTIRE AGRF,E112ENT: This Agreement and any attachments and exhibits identified herein represent all of the promises, agreements, conditions, understandings, and undertakings between Client and TGC. 9. AMENDMENTS: This Agreement shall bind Client and TCC and their successors and assigns. The parties may, by written agreement(s), modify and amend this Agreement. Any such amendment must be in writing and be signed by the party against whom enforcement of the amendment is sought. No breach of any part of this Agreement shall be doomed waived unless expressly waived in writing by the party who might assort such a broach. The failures of any party to insist in any one or more instances upon strict performance of this Agreement shall not be construed as a waiver of the right to insist upon strict performance, 10. GOVERNING LAW: This Agreement shall be governed and construed by the laws of the State of Now York. For purpose, or any legal action or suit related to or arising out of this Agrooment venue shall be Dutchess County, Now York. 11. COUNTERPARTS: This Agreement, and any amendments or revisions thereto, may be executed in two or more counterparts Tach of which shall be deemed an original, but which together shall constitute one and the same instrument(s). 12. REPRESENTATIONS: Client and TCC state that each has full power and authority to make. execute and perform this Agreement. Signatory for Client states that he is an officer, owner, partner, agent or attorney for Client. Neither Client. nor TCC is bankrupt or have availed thomsolvos of any debtor's remedies nor uro currently contemplating such. 0.07 For CELS or Qts or EPA Date For Client Date The Cftw-en Companies 2000 ** TOTAL PAGE.06 ** 02/14/2000.PH A Public Hearing was held by the Town Board of the Town of Wappinger on February 14, 2000, at the Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on a proposed Local Law Testing Requirements and Protocol for Town Owned or Maintained Water Systems and Facilities. Supervisor Smith opened the meeting at 7:25 p.m. Present: Constance Smith Supervisor Robert Valdati, Councilman Vincent Bettina, Councilman Joseph Ruggiero, Councilman (arrived 7:25 p.m.) Joseph Paoloni, Councilman (arrived 7:25 p.m.) Elaine H. Snowden, Town Clerk Others Present: Jay Paggi Engineer to the Town Graham Foster, Highway Superintendent The Town Clerk offered for the record, the Affidavit of Posting and Publication duly signed and notarized. (These Affidavits are attached hereto and made part thereof the Minutes of this Hearing). Supervisor Smith asked if there were any questions or comments from the audience. There were none. COUNCILMAN VALDATI moved to close the Public Hearing, seconded by Mr. Bettina and unanimously carried. The meeting closed at 7:27 p.m. Elaine H. Snowden Town Clerk Southern Dutchess News 914 297-3723 84 EAST MAIN STREET — WAPPINGERS FALLS NEW YORK - 12590 uw 01 =r 200p we �wlkd�b fa rev �rM Irupeotbn ettlw 0111" of Toren Clark on weekdays from 8:30 e.m.`to 4:00 4%W P.m.. *I th*Town MAN, 20 Mkkfbbush Rwdr WpPtipM Falb, Now Ywk. Dales' January 28; 200044: 3Y ORDER OF THE TOWN BOARD DF THE TOWN OF WAPPINGER TOWN CLERK A AFFIDAVIT OF PUBLICATION State of New York, County of Dutchess, Town of Wappinger. _..Joan Miller of the ................................... Town of Wappinger, Dutchess County, New York, being duly sworn, says that he is, and at the several times hereinafter was, the .....Bookkeek?er.... of the SOUTHERN DUTCHESS NFWS_ n newspaper printed and published every Wednesday in the Town of Wappinger, Dutchess County, New York, and that the annexed NOTICE was duly published in the said newspaper for one .... weeks successively in each week, commencing on the 2Rtl... day of .k'�l?�Y... .2QQ0and on the following dates thereafter, namely on and ending on the �ba na......... day of Ferury 2000 both days inclusive. C - --> -- 4�.. . .. � .... ......... ��-d Subscribed and sworn to before me this ..2nd..... day of/.)Feb I ar .......�2 00. My commission expires Notary Public 1AAC14M M14AIIM NOTARY PUBLIC, STATE OF NEW YORX QUALIFIED IN DUTCHESS COUNTY N 144855902 (7VAMISSIUN EXPIRES MARCH 31. 02/14/2000.PH A Public Hearing was held by the Town Board of the Town of Wappinger on February 14, 2000, at the Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on a proposed Local Law Prohibiting Right Hand Turns on Blackthorn Loop at it Westerly Intersection with Myers Corners Road. Supervisor Smith opened the meeting at 7:20 p.m. Present: Constance Smith Supervisor Robert Valdati, Councilman Vincent Bettina, Councilman Joseph Ruggiero, Councilman (arrived at 7:25 p.m.) Joseph Paoloni, Councilman (arrived at 7:25 p.m.) Elaine H. Snowden, Town Clerk Others Present: Jay Paggi Engineer to the Town Graham Foster, Highway Superintendent The Town Clerk offered for the record, the Affidavit of Posting and Publication duly signed and notarized. (These Affidavits are attached hereto and made part thereof the Minutes of this Hearing). Supervisor Smith asked if there were any questions or comments from the audience. There were none. COUNCILMAN BETTINA moved to close the Public Hearing, seconded by Mr. Valdati and unanimously carried. The meeting closed at 7:21 p.m. Elaine H. Snowden Town Clerk Southern Dutchess News 914 297-3723 84 EAST MAIN STREET — WAPPINGERS FALLS NEW YORK - 12590 OF NOTICCE 8 HEREBYIa V N the Town Baro of thalbalNpftlyq"W w18 oonduot a PURI 10,p INC;I on the 14th day a — _ _ _... , fewo hy.,=QDQ ar, tone all mil , I IntM"t', aFd d8 , zees eha11 haw an bppoAu ity to 6i ' heard as to whsthardta Tom Bard s of the Town of Wappinger shall adopt a proposed Local Low, entitled -Lo- cal Law Prohibiting Mot"arwTums. onto Blaatdhom Loop at Its westerly intersection with(MyM! aiCgrndrs Rad. ti — PLEA$E TAKE FURiHER'NOTICE. "thaPotied LoLaw apprrpojjltlbk t hand from tilyenCorrursRoad nib ary�n a • 0,De08mber31 so* yea as at Ida��nTHER N CE that the Town taw d hes detjr that pursuant to 8 NYcRR eft. and Section 117 of the Codi ofOf WAPPInW the dta,lbwn W the aforem- a Type Il: aotkm —= tri ot.thrCod� ollhi !town of. V*P� eKW nter �' acoordNf�glyno an., taken: r!Y�ew has t>�n under r PLEASE TAKE FURTHER,NancE , tharcoples of the proposed Local' Law s of -ft 'y"r 2000 are available for review, and 1papso8on at the 081oe'of ftTownClack, on weekdays from 8:30 a:m. to 4:00 P.m.. at theTown Hall, 20 Middlebush Road, Wapphgars Falls,, New Ygrlc Dated: January28 2000 4 4i ti BY ORDER OF THE TOWN BOARD ° OF THE TOWN OF WAPPINOER SNOWDEN `' TOWN CLERK, AFFIDAVIT OF PUBLICATION State of New York, County of Dutchess, Town of Wappinger. Joan Miller ............. of the Town of Wappinger, Dutchess County, New York, being duly sworn, says that he is, and at the several times hereinafter was, the .....Bookkeeper...... of the SOUTHERN DUTCHESS NEWS, a newspaper printed and published every Wednesday in the Town of Wappinger, Dutchess County, New York, and that the annexed NOTICE was duly published in the said newspaper for X1.9 .... weeks successively in each week, commencing on the .glad... day of .EPbKuA4:y....2QQOand on the following dates thereafter, namely on and ending on the ?.nos......... day of Febar ruy 20.0.0 both days inclusive. Subscribed and sworn to before me this ..2nd..... day of 7.Fr.u�j�_ry.-. zo 0. Q Notary Public My commission expires ................................. RACHEL WISHAnT NOTARY FUSUC, SrAif OF NEW YORK Illlr't1` ;, IN OUTC11M) COUNTY t. -