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2013-0922013-92 Resolution Authorizing Execution of a License Agreement with Central Hudson Gas & Electric Corporation in Connection with Construction of Water Main by United Wappinger Water District 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 February 25, 2013. The meeting was called to order by Barbara Gutzler, Supervisor, and upon roll being called, the following were present: PRESENT: Supervisor - Barbara Gutzler Councilmembers - William H. Beale (arrived at 7:31 PM) Ismay Czarniecki Michael Kuzmicz ABSENT: The following Resolution was introduced by Councilwoman Czarniecki and seconded by Councilman Bettina. WHEREAS, the Town of Wappinger, by and on behalf of the United Wappinger Water District (UWWD), has entered into anInter-Governmental Agreement (IGA) with the New York City Department of Environmental Protection (DEP) dated September 25, 2012 for the construction of a 12 inch water main from a point of connection with the UWWD water system on Old Hopewell Road and Route 9 to the DEP site located in the Hamlet of Chelsea, Town of Wappinger; and WHEREAS, the Town Board has formally authorized the extension of the UWWD to the DEP site located in the Hamlet of Chelsea, Town of Wappinger; and WHEREAS, the Engineer to the Town, Morris Associates Engineering Consultants, PLLC (Morris Associates), has designed the route of the pipe to the DEP site which route requires the acquisition of several easements; and WHEREAS, the Town Board has previously authorized the Town Supervisor, Barbara A. Gutzler, the Engineer to the Town, Morris Associates, and the Attorney to the Town, Albert P. Roberts, to acquire all required and necessary easements; and WHEREAS, terms have been negotiated to enter into a License Agreement with Central Hudson Gas & Electric Corporation (CHG&E) in order to have access to, and use of, a specific portion of the CHG&E Easement Area for the sole purpose of constructing and installing the Water Main; and WHEREAS, the Attorney to the Town has prepared a form of a License Agreement which includes the terms and conditions agreed upon by CHG&E, a copy of which form of License Agreement is attached hereto as Exhibit "1"; and WHEREAS, the form of License Agreement approved by CHG&E references documents which have been recently recorded in the Dutchess County Clerk's Office however, the recorded instruments have not yet been returned to the Town and accordingly, the recording information will have to be inserted in the License Agreement when such information is received. 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 hereby authorizes the Supervisor, by and on behalf of the Town of Wappinger, to execute the License Agreement with CHG&E in substantially the same format as contained in Exhibit "1" with the expressed authority given to the Supervisor to insert the recording information of the referenced documents when such recording information is received, upon review and approval of the Attorney to the Town. The foregoing was put to a vote which resulted as follows: BARBARA GUTZLER, SUPERVISOR Voting: AYE WILLIAM H. BEALE, COUNCILMAN Voting: AYE VINCENT F. BETTINA, COUNCILMAN Voting: AYE ISMAY CZARNIECKI, COUNCILWOMAN Voting: AYE MICHAEL KUZMICZ, COUNCILMAN Voting: AYE Dated: Wappingers Falls, New York 2/25/2013 The Resolution is hereby duly declared adopted. S_ CHRISTINE FULTON, TOWN CLERK LICENSE AGREEMENT THIS LICENSE, made as of this day of , 2013, between CENTRAL HUDSON GAS & ELECTRIC CORPORATION having its principal office at 284 South Avenue, Poughkeepsie, New York 12601 (hereinafter referred to as "Central Hudson") and TOWN OF WAPPINGER BY AND ON BEHALF OF THE UNITED WAPPINGER WAFER DISTRICT ("UWWD"), AN ADMINISTRATIVE UNIT OF THE TOWN OF WAPPINGER, with offices situate at Town Hall, 20 Middlebush Road, Wappingers Falls, New York 12590-0324 (hereinafter referred to as the "Town" or the "Licensee"). WHEREAS, Licensee is the beneficiary and owner of a permanent easement and right of way over certain real property in the Town of Wappinger, Dutchess County, New York granted by Ronald F. Plimley and Theresa M. Plimley to the Licensee by agreement dated December 20, 2012 and recorded in the Dutchess County Clerk's Office on as Document No. (said property being hereinafter referred to as the "Plimley Easement"); and WHEREAS, Licensee is also the beneficiary and owner of a permanent easement and right of way granted by Edward T. Baisley and Filomena M. Baisley to the Licensee by agreement dated December 17, 2012 and recorded in the Dutchess County Clerk's Office on January 18, 2013 as Document No. 2-2013-338, (said property being hereinafter referred to as the "Baisley Easement"); and WHEREAS, the Plimley Easement and the Baisley Easement are contiguous to one another and are shown on a certain site plan prepared by Morris & Associates, PLLC entitled "United Wappinger Water District Water Main Extension to NYCDEP -Central Hudson Easement" dated August 20, 2012 last revised December 11, 2012 attached hereto as Exhibit A (the "Site Plan") and further described below; and WHEREAS, Central Hudson is the beneficiary and owner of an easement and right of way (the "Central Hudson Easement") which is one hundred fifty feet (150) feet wide which was granted by Raymond Baisley and Mary Baisley, who is predecessor-in-interest to the current fee owners Ronald F. Plimley and Theresa M. Plimley and Edward T. Baisley and Filomena M. Baisley; and WHEREAS, the terms and conditions of the Central Hudson Easement are set forth in a certain easement and right of way agreement, by and between Raymond Baisley and Mary Baisley, as grantor, and Central Hudson, as grantee, dated November 6, 1946 which was 1 recorded in the Dutchess County Clerk's Office on November 15, 1946 in Liber 650 at Page 190, (the "Central Hudson Easement Area"); and WHEREAS, said Central Hudson Easement Area is also shown on Filed Map 2039 which was filed in the office of the Dutchess County Clerk on November 27, 1946; and WHEREAS, the Town has commenced, or is about to commence, construction of a potable water main with related appurtenances (the "Water Main") pursuant to an Inter- governmental Agreement dated August 31, 2012 by and between the City of New York ("City") and the New York City Department of Environmental Protection ("DEP"), collectively with the Town of Wappinger on behalf of the United Wappinger Water District ("UWWD"); and WHEREAS, the Licensee has requested that Central Hudson grant Licensee an Irrevocable License to have access to, and use of, a specific portion of the Central Hudson Easement Area shown on the Site Plan (the "License Area") for the sole purpose of constructing and installing the Water Main; and WHEREAS, Central Hudson is willing to grant a License to Licensee to authorize the "Permitted Uses", and to undertake and install the "Permitted Improvements", all as hereinafter defined, subject to, and in accordance with all of the terms and provisions contained in this License Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Central Hudson does hereby grant and extend to Licensee a license to enter the License Area and undertake the Permitted Uses, subject to and upon the following terms and conditions: 1. Recitations Incorporated. The recitations above set forth are incorporated in this License Agreement as if fully set forth and recited herein. 2. Licensee requests from Central Hudson a License for the sole purpose of constructing, reconstructing, repairing, operating and maintaining an underground 12-14 inch potable Water Main, approximately 1,090 feet long, and related appurtenances, through the entire length of the License Area, as indicated on the Site Plan. Said potable Water Main and the appurtenances thereto are hereinafter referred to as the "Permitted Improvements." The construction, reconstruction, repair, operation and maintenance of the Permitted Improvements are hereinafter referred to as the "Permitted Uses." The locations of the License Area and the Permitted Improvements within the Central Hudson Easement Area are shown on the Site Plan annexed hereto as Exhibit A. Except for the aforementioned Permitted Improvements, Licensee shall not construct or allow any other structures, buildings or installations within the License Area. Licensee hereby represents to Central Hudson that Licensee will exercise due care in constructing, installing, operating and maintaining the Permitted Improvements allowed by this License. Except for the Permitted Uses described herein, no other use of the License Area is allowed or authorized hereunder. 2 3. Central Hudson hereby grants and conveys to Licensee anon-exclusive and Irrevocable License (the "License") in and to the License Area for the purpose of constructing, reconstructing, repairing, operating and maintaining the Permitted Improvements on, in, over, under and across the License Area. Said License shall be for the benefit of Licensee and Licensee's employees, agents, invitees, contractors, successors and permitted assigns. Any and all costs and expenses related to the construction, use, repair, maintenance and operation of the Permitted Improvements shall be the sole responsibility of Licensee, and Central Hudson shall have no obligation or liability for any such costs and expenses. Notwithstanding anything herein to the contrary, the License granted herein shall automatically cease and terminate if Licensee does not "commence construction" of any of the Permitted Improvements by the third anniversary of the date of this Agreement. As used herein, the term "commence construction" shall be deemed to mean the commencement of construction within the License Area for the purpose of constructing and installing the Permitted Improvements. 4. Central Hudson, its successors and assigns and Central Hudson's employees, agents and contractors, reserve the right to continue to install, use, operate, maintain, repair and replace any and all utility lines and facilities located or to be located within the Central Hudson Easement Area for the present or future needs of Central Hudson for any utility use, including without limitation uses related to gas transmission or distribution, electricity transmission or distribution, telecommunications or fiber optics. Central Hudson, its successors and assigns, shall continue to have free and absolute access to and over the said Central Hudson Easement Area on a twenty-four (24) hour a day, seven (7) day a week basis for purpose of operation, maintenance, construction, reconstruction and repair of Central Hudson's lines and facilities, and Central Hudson and its employees, agents and contractors shall have the right to use any and all roads and driveways that presently exist or which are to be constructed on the Central Hudson Easement Area for ingress to and egress from said Central Hudson Easement Area. Central Hudson shall have no liability or obligation for any damage to the Permitted Improvements which occurs during the ordinary course of Central Hudson's business operations unless such damage is caused by Central Hudson's gross negligence or willful act. Central Hudson and its employees, agents and contractors shall have the right to use the roadways and driveways to be constructed by Licensee hereunder for the purpose of gaining access to the Central Hudson Easement Area. As previously indicated, the License granted herein is non-exclusive, and Central Hudson shall continue to have the absolute right to use the License Area for any and all uses which do not materially interfere with the right of Licensee to use such License Area for the Permitted Improvements. 5. The term of this License shall commence as of the date of Central Hudson's execution of this License, and shall continue until the License Area is no longer used by Licensee for the Permitted Uses described herein. This License may be terminated by Licensee at any time upon thirty (30) days' written notice to Central Hudson. Upon termination or revocation of this License, Licensee shall remove the Permitted Improvements and any other personal property and shall leave the License Area in a vacant debris-free condition, and Licensee shall thereafter have no further rights in and to the License Area. 6. The Licensee's use of the License Area shall not be expanded beyond the Permitted Uses as described herein. At all times during the effectiveness of this License, 3 Licensee shall not have more than the Permitted Improvements within the License Area. Licensee agrees to be solely responsible for securing and maintaining any and all federal, state, county, town or other governmental licenses, permits and approvals that may be required or necessary for the installation and maintenance of the Permitted Improvements pursuant to this License. Additionally, (A) The installation of the Permitted Improvements and all construction related thereto undertaken by Licensee within the License Area shall be in compliance with plans and specifications prepared by Licensee and submitted to and approved by Central Hudson and in compliance with all applicable governmental rules, laws and codes and such installation shall be at Licensee's sole cost and expense. In that regard, Licensee shall submit to Central Hudson a written request for approval of the Permitted Improvements, which request shall be accompanied by a reasonably detailed explanation of the proposed construction, plans and specifications relating to such construction of the Permitted Improvements, and any other information Central Hudson may reasonably request with regard to the Permitted Improvements and the proposed construction. Any construction undertaken by Licensee shall be in accordance with the plans and specifications approved by Central Hudson. Licensee shall, at its sole cost and expense, secure and maintain any and all required governmental consents, approvals, permits and licenses and provide copies thereof to Central Hudson. Licensee shall at its sole cost and expense, keep and maintain in a neat, clean and safe condition the Permitted Improvements constructed and installed in the License Area and shall comply with all applicable codes, rules and regulations relating thereto. Licensee shall have no right to enlarge or relocate any of the Permitted Improvements without, in each instance, securing the prior written consent of Central Hudson, which consent may be given or denied in Central Hudson's sole and absolute discretion. (B) In undertaking the construction and installation of the Permitted Improvements provided for herein, Central Hudson shall retain or designate a project monitor who will have the obligation to oversee and monitor all construction activities being undertaken by Licensee hereunder to ensure that all safety and construction requirements are complied with and that all required minimum distances are maintained between Central Hudson's electric transmission lines and the Permitted Improvements. Licensee shall be solely responsible for any and all costs, expenses, fees or charges incurred by Central Hudson in connection with such monitor. Licensee agrees that such monitor shall be present on-site and monitoring all of Licensee's construction activities within the License Area at any time Licensee is undertaking any such construction activities within the License Area. (C) Central Hudson and Central Hudson's employees, agents and contractors, reserve the right to continue to use, operate, maintain, repair and replace any and all existing and future utility lines located within the License Area and to erect or install any other structure, line, equipment, facility or improvement in, on, under or across the License Area for the present or future needs of Central Hudson for any utility use, including without limitation uses related to gas transmission or distribution, electricity transmission or distribution, telecommunications or fiber optics; provided, however, that such future use by Central Hudson does not materially and adversely interfere with the Permitted Uses. 4 7. Any physical damage to the improvements or facilities owned by Central Hudson that is caused by Licensee, its successors, assigns, lessees, employees, contractors and invitees in the construction, reconstruction, use or maintenance of the Improvements in the License Area may, after notice to Licensee by Central Hudson identifying the damage and estimate of repair costs, be repaired by Central Hudson at the expense of Licensee. In the event Central Hudson exercises such right to repair any such damage, Licensee shall, within thirty (30) days of receiving an invoice from Central Hudson, reimburse Central Hudson for any and all costs and expenses incurred by Central Hudson in repairing such damage. 8. This License shall not be assigned by Licensee nor sub-licensed by Licensee, without the prior written consent of Central Hudson, which such consent may be granted or denied in Central Hudson's sole discretion. Licensee agrees and acknowledges that the benefits of the License and this License Agreement are personal to Licensee and may not be transferred, assigned or shared with any other parties. 9. The use of the License Area pursuant to this License shall not interfere with, obstruct or endanger Central Hudson's use of the Central Hudson Easement Area or the License Area in any way whatsoever, including but not limited to the current use for the operation and maintenance of an electric transmission line. The determination as to whether any use of the License Area by Licensee is interfering with, obstructing or endangering Central Hudson's use of the Central Hudson Easement Area or the License Area shall be made by Central Hudson in its sole discretion and any such decision by Central Hudson shall be binding on Licensee. 10. Licensee hereby agrees that Central Hudson owes no duty to Licensee or Licensee's agents, employees, contractors or invitees to keep the License Area safe, that Central Hudson does not give any assurance that the License Area is safe, and that Central Hudson is not responsible or liable for any injury or death to the person (or damage to any property) using or entering the License Area. 11. Licensee shall obtain and maintain in force, at all times during the term of this Agreement, at its sole cost and expense, commercial general liability insurance covering the Permitted Improvements and the License Area with a combined single limit of liability of Five Million Dollars ($5,000,000.00) for bodily injury, personal injury and property damage, arising out of any one occurrence. Central Hudson shall bean "additional named insured" under such policy, and such insurance shall be primary insurance and not contributory with any insurance separately maintained by Central Hudson. In no event shall Licensee's deductible under or pursuant to any such policy exceed Ten Thousand ($10,000.00). Such insurance shall be written on an occurrence basis and procured from a company or companies rated by Best's Rating Guide not less than A-VII. The minimum amount of such liability insurance may be increased by Central Hudson upon notice to Licensee on every third anniversary of this Agreement to adjust for inflation and to reflect the then prudent insurance coverage practices of reputable businesses in the Town of Wappinger and shall include a corresponding percentage increase in the amount of the deductible. The premiums for any such increased coverage shall be paid by Licensee. None of the requirements contained herein as to types and limits of insurance maintained by or imposed upon Licensee are intended to and shall not in any manner limit the liabilities and obligations assumed by Licensee under this Agreement. 5 12. Prior to the Licensee entering into the License Area or performing any work therein, Licensee shall deliver to Central Hudson duly executed Certificate(s) of Insurance evidencing the insurance coverage required herein. Said Certificate(s) shall indicate that policies providing coverage and limits of insurance as required herein are in full force and effect. Said Certificate(s) shall further provide that no less than thirty (30) days prior notice shall be given in writing to Central Hudson prior to cancellation, termination, amendment or alternation of the insurance coverage identified in such certificate(s). Such Certificate(s) of Insurance shall be provided to the Central Hudson pursuant to the notice provision contained in Section 14 hereof. 13. To the fullest extent permitted by law, Licensee hereby agrees to indemnify, defend (at the option of Central Hudson) and hold harmless Central Hudson, its directors, officers, shareholders, agents, servants, employees and contractors from and against any and all losses, charges, claims, demands, suits, actions, costs, expenses (including reasonable attorney's fees), damages, .causes of action, judgments, and liabilities for personal injury (including death to any person) and/or for damage or injury to the property of any person (including Central Hudson's property) incident to or which may arise from or is alleged to arise in any manner from the breach of Licensee's obligations hereunder or from the exercise of Licensee's rights under this License or in any manner related to the use of the Permitted Improvements and/or the License Area by Licensee or any person authorized, hired or employed by Licensee or any person entering the License Area with Licensee's knowledge or permission or using the facilities thereon, including but not limited to Licensee's contractors and other invitees, and that such indemnification shall apply irrespective of any partial negligence or alleged partial negligence on the part of Central Hudson or its employees, agents or contractors, except to the extent, if any, that the provisions of applicable law or statute prohibit Licensee from indemnifying Central Hudson by reason of the negligence of Central Hudson, its employees, agents or contractors. Licensee shall nevertheless remain liable hereunder on account of the negligence of a party other than Central Hudson, whether or not Central Hudson is partially negligent. Licensee shall not, however, be obligated to indemnify and hold harmless Central Hudson for damages to the extent such damages are determined to be solely caused by Central Hudson's negligence. In the event Central Hudson requests that Licensee provide the defense of any such matter as provided for above, Central Hudson shall have a reasonable right of approval with respect to Licensee's choice of attorneys. 14. If Licensee breaches any non-monetary obligation or requirement under this Agreement, and such breach continues for a period of thirty (30) days after written notice from Central Hudson, then Licensee shall be in default hereunder and Central Hudson shall have the right, but not the obligation, to cure such breach on Licensee's behalf and Licensee shall reimburse Central Hudson for Central Hudson's costs and expenses in connection therewith within thirty (30) days following receipt of an invoice therefore. In the event of an emergency situation, Central Hudson shall be required to only give Licensee such notice as is reasonable under the circumstances before Central Hudson shall have the right to cure such breach. In addition, and in either such case, Central Hudson shall have all other rights and remedies at law or in equity as a result of any such breach by Licensee which is not cured within the cure period provided for in the immediately preceding sentence, including but not limited to the right to terminate this Agreement. If Licensee fails to pay Central Hudson any amounts due pursuant to the terms of this Agreement within thirty (30) days of invoice or demand therefore, Licensee shall be in default hereunder and Central Hudson shall have the same rights and remedies as 6 indicated above for anon-monetary default, and Licensee shall pay interest on amounts due and owing from the date such payment was due to and including the date such payment is received by Central Hudson at an interest rate equal to the lesser of (i) the prime rate plus four percent (4%), or (ii) the highest rate permitted by law on such type of obligation. As used herein the "prime rate" shall mean the rate of interest published from time to time as the "Prime Rate" in The Wall Street Journal under the heading "Money Rates." 15. Any notice, statement, certificate, request or demand required or permitted to be given or delivered hereunder shall be in writing, sent by an overnight express delivery service (such as Federal Express or UPS) designated for "next day delivery," or sent by registered or certified mail, postage prepaid, return receipt requested, addressed, as the case may be, to the addresses shown at the beginning of this Agreement, or to such other addresses as Licensee or Central Hudson shall designate in the manner herein provided. Any such notice, statement, certificate, request or demand shall be deemed to have been given on the date received or refused. by the addressee, and attorneys for the parties are authorized to give notices on their client's behalf. With respect to notices to Central Hudson, such notices should be sent to the address set forth at the beginning of this Agreement, to the attention of Director -Special Services, with a copy to Thompson Hine LLP, 335 Madison Avenue, New York, New York 10017, Attention: George J. Walsh III, Esq. 16. Licensee shall not store or place or permit the storage or placement of any Hazardous Materials (defined herein) on, in, or under License Area in violation of applicable federal, state or municipal law, rule, regulation, code or ordinance. As used herein, the term "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste including but not limited to petroleum products, which is, or becomes, regulated by any local or state government authority in which the License Area is located or the United States Government. 17. If any mechanics' liens or other liens shall be filed against the License Area based upon any act of or claim against Licensee or anyone claiming by or through or affiliated with Licensee, Licensee shall indemnify and hold Central Hudson harmless from and against any and all damages, claims and expenses arising therefrom, and Licensee, after notice from Central Hudson, shall remove or satisfy such lien within thirty (30) days thereafter by payment or bonding. 18. Central Hudson makes no representation, express or implied, that the License granted herein or the License Area is suitable for Licensee's purposes and Central Hudson shall have no liability or responsibility if it is determined that the License or License Area are not suitable for Licensee's needs. 19. This License and the terms, provisions, benefits and rights contained herein shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and permitted assigns. 20. Either party shall have the right to record this Agreement in the Office of the County Clerk for Dutchess County, New York. The cost of any such recording shall be paid by Licensee. 7 21. Each party represents and warrants to the other that it has not employed any realtors or brokers in connection with the negotiation of this Agreement. Each party shall indemnify, defend and hold harmless the other party from any cost, expense or claim for brokerage or other commission arising from or out of any breach of the foregoing representation and warranty. 22. This Agreement may not be modified, amended, altered or supplemented except by a written agreement executed by the parties hereto. 23. The failure of either party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed as a waiver of any such provisions, or the right of either party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. 24. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 25. This Agreement constitutes the entire agreement of the parties regarding the subject matter of this Agreement and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are hereby merged herein. 26. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which shall be considered one and the same agreement. 27. Notwithstanding anything in this Agreement to the contrary, the License granted herein shall exist and remain in effect only for as long as the easement granted to Central Hudson referred to in the recitals hereof remains in effect. If at any time or for any reason, including but not limited to the default of Central Hudson, said easement ceases and terminates then the License granted herein shall automatically (i.e., without any further action or notice by Central Hudson and without the need for any additional documentation between the parties) cease and terminate at the same time and date as the easement in favor of Central Hudson terminates and Central Hudson shall have no further duty, obligation or liability hereunder. Licensee agrees and acknowledges that the referenced easement to Central Hudson is required and necessary to support and allow for the License granted herein to Licensee. 28. If any term or provision of this Agreement or the application thereof to any persons or circumstances shall, to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. 8 CENTRAL HUDSON GAS & ELECTRIC CORPORATION By: Name: ANTHONY CAMPAGIORNI Title: Vice President TOWN OF WAPPINGER BY AND ON BEHALF OF UNITED WAPPINGER WATER DISTRICT BY: Name: BARBARA A. GUTZLER Title: Supervisor ACKNOWLEDGMENT OF CENTRAL HUDSON: STATE OF NEW YORK ) SS: COUNTY OF DUTCHES ) On the day of , 2013 before me, the undersigned, a Notary Public in and for said State, personally appeared ANTHONY CAMPAGIORNI, personally known to me or proved to me on the basis of satisfactory evidence to be the individual described whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the persons upon behalf of which the individual acted, executed the instrument. Notary Public ACKNOWLEDGMENT OF LICENSEE: STATE OF NEW YORK ) SS: COUNTY OF DUTCHESS ) On the day of , 2013 before me, the undersigned, a Notary Public in and for said State, personally appeared BARBARA A. GUTZLER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual described whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the persons upon behalf of which the individual acted, executed the instrument. Notary Public 9 i W F-I Imo--'--I 0 .~ .. U V]