1997-06-01
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RECEIVED
SEP 15 1999
SUPtHVI~0t; ~ O/-h\"~
TOWN OF WAPPINGER
THIS OPTION FOR THE PURCHA~E OF REAL PROPERTY (the "Agreement"),
entered into this 1 st day of June, 1997, by and between Nancy C.
Meddau h 21 Old Hopewell Road, Wappinger Falls, New York 12590 ("SELLER")
an pine Company of Poughkeepsie, with offices at 4 Clinton Square, Syracuse,
New York 13201 ("PURCHASER");
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OPTION TO PURCHASE REAL. PROPERTY
WITNESSETH:
WHEREAS, Seller is the owner of certain real property and Improvements
located at 221 Old Hopewell Road in the Town of Wappinger, State of New York (the
"Premises") and more particularly described as forrows: parcel bearing Dutchess
County Tax Map No. 19-6157-02-740554-00, consisting of 7.2 + acres, with all of
the right, title and interest of the Seller in and to any land lying in the bed of any
highway, street, road or avenue, open or proposed, in front of or abutting or adjoining
the Premises;
WHEREAS, Purchaser desires tq procure an option to purchase the Premises as
general shown on Exhibit "A" attached hereto, upon the terms and provisions
hereinafter set forth, and Seller desires to grant an option for the sale of the Premises;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties, Seller and Purchaser agree as follows:
1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive right
and option ("Option") to purchase the Premises upon the terms, provisions and
conditions contained in this Agreement.
2. CONSIDERATION. The consideration for the Option shall be the sum of
per month. Purchaser shall mail to Seller on or before
me J utn cay OT each month commencing June 1, '997 the Option payment. If for
some reason Seller is not in receipt of the above payment on or before the 15th day
of each month, Seller shall notify by telephone the attorney for the Purchaser. Robert
N. Palmer (914-454-5300) and -Purchaser shall have seventy-two (72) hours to correct
same. In the event Purchaser does not correct the default within said time, the Option
;s cancp.lled.
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3. OPTION TERM. The term of this Option shall be three (3) years. The
term shall commence upon the date of execution of this Agreement and shall expire
~c..;1 J lC'jqq on M8Y ~ 1, 2000. If Purchaser's option is not exercised, Seller shall, subject to the
~ provisions of this Agreement, keep the Option Payments.
'7;'-yi\ 4. EXERCISE OF OPTION. Purchaser may exercise its Option at any time
during the Option Term by giving written notice to Seller. The date upon which said
(1 )
notice is given shall hereinafter be referred to as the "Option Exercise Date." In the
event Purchaser does not exercise its Option to purchase Parcel A, this Agreement
shall expire and terminate and neither party shall have any liability to the other under
or pursuant to the Agreement.
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5. CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY. In the
event Purchaser exercises its Option this Agreement shall, on the Option Exercise
Date, become a contract for the purchase and sale of the Premises, on the terms and
conditions hereinafter set forth', and shall, subject to the same, bind Seller to sell and
convey the Premises and Purchaser to purchase and pay for the Premises. As
hereinafter used in this agreement, the term "Agreement" shall refer to either the
agreement for the Option or the purchase and sale contract formed by the exercise of
the Option, as the context may require.
6. AGREEMENT TO PURCHASE AND SELL. In the event that Purchaser
exercises its Option, Seller agrees to sell and convey, by Warranty Deed, good and
marketable fee simple title to the Premises, together with and including any buildings
and improvements thereon and any appurtenant privileges and rights, subject to the
terms and conditions set forth herein. .
7.
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PURCHASE PRICE. The p,-
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8. CLOSING. Closing shall take place within ( ) months of the Option
Exercise Date at the offices of the attorneys for Purchaser.
9. CO NVEY ANCE. At the closing, Seller shall deliver to Purchaser a
Warranty Deed, duly executed and acknowledged, with transfer tax stamps in the
, proper amount affixed thereto, all at Seller's expense, so as to convey to Purchaser
good and marketable fee simple title to the Premises. This provision shall survive the
transfer of title. Purchaser shall pay the cost of recording the deed.
10. ADJUSTMENTS. Seller and Purchaser, for the purposes of this
Agreement, agree that all taxes, charges and assessments levied and imposed upon
or affecting the Premises are to be apportioned as of the date of transfer of title. If
the closing of title shall occur before the time when a tax is billed, the apportionment
shall be upon the basis of the amount of the tax rate for the preceding year applied
to the latest assessed valuation. The terms and conditions of tt"lis Paragraph shall
survive the Closing. ~ ,,\ ~ M
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'1. SURVEY. Within thirty (30) ays after execution of the Option, seller
shall provide Purchaser with any and all existing maps and surveys of the Premises.
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12. EVIDENCE OF TITLE. Within tfoHrt)' (60) days after execution of the
Option, Seller shall furnish Purchaser with all existing abstracts of title or title
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insurance policies or reports for the Premises.
If in the reasonable judgment of Purchaser, title is found to be defective. or if
due to title defects Purchaser shall be unable to obtain 3 commitment for title
insurance insuring that Purchaser will have good and marketable fee simple title to the
Premises and insuring that there are no covenants, restrictions or limitations in the
chain of title to the Premises which would prohibit Purchaser from developing the
Premises for the purpose of, Purchaser shall notify Seller in writing within thirty (30)
days of discovery of such defects or uninsurability. Seller shall have thirty (30) days
from the receipt of such notice, or such additional time as the parties may agree upon,
to cure the defects and shall use due diligence to do so. In the event defects are
found, the Closing Date shall be extended a sufficient number of days to enable Seller
to cure the defects. If Seller does not cure such defects to Purchaser's reasonable
satisfaction within said period, then Purchaser shall have the option of (i) accepting
title to the Premises as it then is. or (ii) terminating this Agreement and receiving a
refund of all monies paid to Seller in addition to and not in the stead of any other legal
and equitable remedies to which Purchaser may be entitled.
'3. BROKER. Purchaser and Seller each warrant to the other that no real
estate broker or agent has been used 9r consulted in connection with this Agreement.
Subject to the foregoing provisions of this section, each party covenants and
agrees to defend, indemnify and save the other harmless from and against any
actions, damages, real estate commissions, fees, costs, and expenses (including
reasonable attorney's fees), resulting or arising from any commissions, fees, costs
and expenses payable to any real estate broker or agent with which the indemnifying
party has dealt, relating to the execution of this Agreement and/or the purchase and
sale of the Premises. The terms and conditions of this Paragraph 13 shall survive the
Closing.
14. DEFAULT BY PURCHASER; REMEDIES OF SELLER. In the event
Purchaser fails to comply with any or all of the obligations covenants, warranties or
agreements to be performed, honored or observed by Purchaser under and pursuant
to the terms and provisions of this Agreement and such default is not cured within
ten( 1 0) days after notice, then Seller may, as Seller's sole and exclusive remedy,
terminate this Agreement, in which case neither party shall have any further liabilitY
or obligation to the other hereunder.
15. DEFAULT BY SELLER: REMEDIES OF PURCHASER. In the event the
Seller fails to comply with any or all o( the obligations, covenants, warranties or
agreements to be performed, honored or observed by Seller under and pursuant to the
terms and provisions of this Agreement, and such default is not cured within ten (10)
days after notice, then Purchaser may terminate this Agreement and pursue any and
all remedies available at law or in Equity, in which event the Option payments shall be
refunded to Purchaser, or Purchaser may seek and obtain specific performance of this
Agreement. The parties acknowledge and agree that the Premises is a unique piece
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of real property and therefore, Seller acknowledges, recognizes and agrees that
Purchaser shall have the right to seek and obtain the remedy of specific performance.
'6. POSSESSION. Seller shalL surrender possession of the Premis.es to
Purchaser on the date of Closing. Seller agrees that prior to surrendering possession
to Purchaser in accordance with this Paragraph, Seller shall vacate the Premises in a
manner which leaves the Premises in a condition which complies with all federal, state
and local laws, rules and regulations.
'7. COOPERATION WITH PURCHASER. Seller agrees that until such time as
Purchaser discloses its identity to the public, Seller will not disclose Purchaser's
identity or the existence or terms of this Agreement. If Owner does disclose in
violation of the Paragraph, Seller agrees that Purchaser may, at its option, void any
and all of its obligations under this Agreement and obtain full refund of all monies paid
to Seller.
Seller further agrees to cooperate with Purchaser in making application for any
necessary zone change or other governmental approval. Seller further agrees, if
requested by Purchaser, to make application in Seller's name for any necessary zone
change or other governmental approvCiJI, at no expense to Seller and without seeking
any compensation or additional consideration by reason of the cooperation required
under this Paragraph.
, 8. REPRESENTATION OF SELLEI1. Seller represents that it has the legal
ability to transfer marketable title to the Premises pursuant to the terms and conditions
of this Agreement. Seller further represents and Purchaser specifically relies on the
representation that there are no valid leases, options, contracts, or agreements in
existence which pertain to all or any portion of the Premises, except as specifically
disclosed herein, and after the execution of this Agreement and until either the
expiration thereof or the Closing. Seller shall not enter into any leases, options,
contracts, agreements or easements regarding the Premises without the written
consent of the Purchaser. .
Seller agrees to indemnify and hold harmless Purchaser from any and all claims,
including costs, damages, judgments and attorney's fees, arising from any claim
relating to Seller's legal ability to transfer marketable title to the Premises to Purchaser
free and clear from all liens and encumbrances. Purchaser shall have the exclusive
right to designate legal cOl:nsel, in the event of such a claim against Purchaser. This
Paragraph shall survive the Closing.
Seller covenants, represents and warrants that there are no substances
(including, but not limited to, petroleum products and/or derivatives which are
deemed to be hazardous and/or toxic under any federal, state or local law, rule or
regulation at, on, in, upon, under, migrating to or emanating from the Premises andlor
any equipment or improvements thereon. Seller further covenants, represents and
warrants that Seller andlor its officers directors, employees, agents or representatives
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will not undertake any activity or act which will cause or result in same. The terms
and conditions of this Paragraph shall survive the Closing.
Seller agrees to indemnify and hold Purchaser, its directors, officers, agents,
employees, representativesl successors and assigns harmless from any and all liability,
claim, judgment, and expense (induding reasonable attorneys' fees) arising out of,
caused by, or in any way connected with the presence of any substances (including,
but not limited to, petroleum products and/or derivatives) which are deemed to be
hazardous and/or toxic under any federal, state or local.law, rule or regulation at, in,
on, under, upon, migrating to or emanating from the Premises and/or any equipment
or improvements thereon, including, but not limited to, {i} any claims, demands, suits,
proceedings, or actions brought by any party pursuant to any federal, state or local
environmental statute, law or regulation, or common law, and (ii) clean-up or
remediation of any substances (including, but not limited to/ petroleum products
and/or derivatives) which are deemed to be hazardous and/or toxic under and federal,
state or local law, rule or regulation at, in, on, under, upon, migrating to or emanating
for the Premises and/or any equipment or improvement required by the United States
of America, the State of New York, the City in which the Premises are located, or any
of the other authorities, agencies or governmental units having jurisdiction thereof.
This indemnification provision shall r~n with the land. The terms and conditions of
this paragraph shall survive the Closing.
19. DISCHARGE OF LIENS. Purchaser may pay and discharge any liens and
encumbrances on the Premises out of the monies to be paid by Purchaser to Seller and
Purchaser shall have a credit against the purchase price for such payments.
20. RIGHT OF ENTRY. Seller grants to Purchaser, and its duly authorized
agents and employees, from the date of execution of this Agreement, the right, to
enter in and upon the Premises, to inspect the same and to make such surveys, tests
and measurements thereof as Purchaser shall deem necessary.
21. CONDEMNATION. Seller represents that it has no knowledge of any
proceedings instituted by any municipal, state or federal agency to condemn or. acquire
the Premises or any portion thereof by eminent domain. In the event of any such
proceedings this Agreement shall terminate, all rights and obligations of the parties
hereto shall cease and all monies paid by Purchaser shall be returned promptly to
Purchaser. Purchaser shall have no right to participate in the condemnation
proceedings, except tht'lt, if permitted by law and if to do so would resLtlt in no
procedural or substantive prejudice to the ~Iaim of Seller, Purchaser may assert a claim
(individually, jointly with, or as part of Seller's claim) for its unrecovered costs. Seller
shall promptly notify Purchaser of any condemnation proceeding instituted during the
term of this Agreement.
22. RECORDATION OF MEMORANDUM. At the request of Purchaser, Seller
shall execute a memorandum of this Agreement in recordable form, which Purchaser
may file in th~ Dutchess County Clerk's office.
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23. MISCELLANEOUS.
(a) Execution bv Both Parties. This Agreement shall not become
effective and binding until fully executed by both Purchaser and Seller
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Cb) Notice. All notices, demands and/or consents provided for in this
Agreement shall be in writing and shall be delivered by hand or by United States
registered or certified mail return receipt requested, with postage prepaid. Notices
shall be deemed to have been given on the date deposited in the United States mail.
All notices shall be addressed to the party being notified at the address previously set
forth herein or at such other address as either party may hereafter specify to the other
in writing.
(c) Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York.
(d) Successors and Assigns. This Agreement shall apply to, inure to
the benefit of and be binding upon and enforceable against the parties hereto and their
respective successors, assigns, heirs, executors, administrators' and legal
representative.
(e) Paraaraoh Headinas: Gender and Number. The headings inserted
at the beginning of each paragraph are for reference only and shall not limit, otherwise
affect, or be used in the construction of any of the terms or provisions of this
Agreement. The plural shall include the singular and the singular the plural, wherever
the context requires.
(f) Assignment. Subject to all the terms and conditions set forth in
this Agreement. this Agreement may be assigned by Purchaser.
(9) Preoaration of Agreement. This agreement shall not be construed
more strongly against either party regardless of who is responsible for its preparation.
(h) Entire Agreement. This Agreement contains all the terms,
promises, covenants, conditions and representations made or entered into by and
between Seller and Purchaser with regard to the transactions contemplated herein, and
supersedes all prior discussions and agreements, whether written or oral, between
Seller and Purchaser with respect thereto. This Agreement c'Jnstitutes the sole and
entire agreement between Seller and Pur,phaser.
(i) Modification or Amendment. This Agreement may not be modifie-J
or amended unless such modification or amendment is set forth in writing and
executed by both Seller and Purchaser with the formalities hereof.
(6 )
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,IN WITNESS ,WHEREOF, the parties have executed this Agreement the day and
year first above written.
SELLER:
/Z<!n!i '17~,-
ST ATE OF NEW YORK
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55.:
COUNTY OF 1I~
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On this 17 day of Q......~ , 19 f17, before me personally came
N/tNC'I. H P~~4-lI..~H a me known, who, being duly sworn, did depose and
say that he resides in WIIPP P*J/~ N. 'I. and is the individual described in,
and who executed the foregoing instrument, and acknowledged that he executed the
same.
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NOTARY PUBLIC
STATE OF lVeuJ YoR/(
COUNTY OF J)t{ fC! lIe.ss
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55.:
JOHANN LmIERt.
NOrMY PU3t1C, $bte of New Yort
rJJ. 4GI1l73
R~>;ding in 3r,) lor O,:.!:hess County
Comminion Expires //-::>0 -97
On this /7 day of -J'/.(.A'.L , 199'1, before me personally came
~rJ..)IJ~P KIZl-LO ~~ to me known, who, bei'1g by me duly sworn, did depose
and say that he resides in f'o\tQ}/KE:.f;psic New York, that he is the
P1JRTJJr:f.. of {11-P,^,e (lo ... , the corporation described in and which
executed the foregoing instrument, and that the signed his name thereto by order of
the Board of Directors
~~f[sLIC .
JOHAN;\/ I.ETTIERI
. ;JT'.::'( :'UtlLlC, S:Jle 01 New Vorl(
k. 1.1;171'3
. ~ ,:~':.! i., ~r.d r~r U.;t.:hRJ County
(7) "... :., ;;. E~~::,:; //-~O -97