Carnwath-Contract Of SaleRESOLUTION
TOWN OF WAPPINGER TOWN BOARD
RE: AUTHORIZATION TO EXECUTE CONTRACT OF SALE BETWEEN
GREYSTONE PROGRAMS, INC. AND THE TOWN OF WAPPINGER
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 the 14th day of February, 2000 at 7:30 p.m.
The meeting was called to order by Constance O. Smith, Supervisor, and upon
roil being called, the following were:
PRESENT: Supervisor
Councilpersons
ABSENT:
- Constance O. Smith
Robert L. Valdati
Joseph Ruggiero
Vincent Bettina
Joseph P. Paoloni
The following resolution was moved by Councilperson Robert L. Valdati and
seconded by Councilperson Joseph P. Paoloni.
WHEREAS, the Town of Wappinger abuts the Hudson River; and
WHEREAS, the Town Board desires to acquire additional property to be used
for conservation, recreational activities and other governmental functions, such as
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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 and governmental 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
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1NERGILIS2ISYSICOMMONIWAPPINGEIRESOLUTIGREYSTN 1.DOC
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
I 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 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
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WHEREAS, the Town Board has determined that the 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.
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5. The Town Board is heretofore retained the firm of Matthew D. RVdikoff &
Associates (hereinafter "Rudikoff") to undertake an environmental review of this action
and Rudikoff has commenced such environmental review.
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 0. 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 0. 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 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.
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The question of the adoption of the foregoing resolution was duly put to a vote
on roll call, which resulted as follows:
voting
CONSTANCE O. SMITH. Supervisor
voting
ROBERT L. VALDATI, Councilperson
voting
JOSEPH RUGGIERO, Councilperson
voting
VINCENT BETTINA, Councilperson
voting
JOSEPH P. PAOLONI, Councilperson
The Resolution is hereby duly adopted.
Dated: February 14, 2000
Wappingers Falls, New York
ELAINE SNOWDEN, Town Clerk
Town of Wappinger
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\IVERGI LIS21SYS1COMMONIWAPPINGEIRESOLUTIGREYSTN 1.DOc
CONTRACT OF SALE
Date: January 2000
Seller and Purchaser agree as follows:
PARTIES
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 NEddlebush 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 Seiler 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
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:
S. 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. in. 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.
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:
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:
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,
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 SeIler'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 comer 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 comer and running along said stone wall along the southerly Iine 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
190 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
Iands 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'
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 raihroad 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 520 05' 20" East 334.01 feet North 40°
31' 10" East 588.09 feet, North 48° 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 32' 45' 50" East 25.22,
North 40° 18' 10" East 100.01, 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 190 12' 00" East 60.00 feet to the point of beginning.
ALSO, a Seven (7) foot right-of-way (ROW) running over ]ands now and formerly Edward
Baisley (Liber 1488, page 90) running from the southerly side of property to River Road,•the
centerline more particularly described as follows:
BEGINNING at a point, said point being on the northerly fine 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
subdivsion 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 Peet, 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 fcet 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 toad 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
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
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:
1. 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
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
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\\PurridJ
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,
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\ Rea Iestal\Purrid]
of the New York State Environmental Conservation Law. This provision shall survive
transfer of title.
10. COMPLIANCE WITH EXECUTIVE LAW
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 OCCUPANCYITOWN 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.
[CommonlRealestaklPurrid]
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.
TOWN OF WAPPINGER
[CommonlRealestallPurrid]
Seiler
Purchaser
ALL-STATE;L_=_�AL 100-222-0510 E011 RECYClcD
C
CHAZEN ENvaommNTAL SERVICLS, INC.
Dumhess County Office:
PO Box 3479, 22913 Page Park, Manchsster Road
Poaghkeepsia NY 12603
Phonc: (9.13) 454-3950 Fuc: (914) 454-4026
www.ch=ncompamics.com
Email: you&hkcepmic@cha;encompanios.Wm
Town of Wappinger
Town Board
20 Middle Bush Road
PO Box 324
Wappingers Falls, New York 12590
February 14, 2000
By Fax
Re: Rifles 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 bead Based Paint Testing
Dear Board Members:
Orange County O ics:
Phony. (914) $67-1133
Capital Dwrici mac;
NO= (519) 371.4929
North Country Office-
Phone: (51 R) RJ 2.0513
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 1523-96 (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).
TW
ChaLtn Enginrtring +Land Survtyirlq Co., P.C.--m Cbazcn Environmental 5rrvices, Ar.
EnviroPlan Assariales, lnr. CCM S TelrPlonAssaciaies, Mr.
90/20'd z178F,86E 01 920b VSB PT6 ONI633NIEN3 N3ZdHD dd LT:GT 0002 VT H3d
Mr. Albim 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
history and ownership of the property for a period of fifty years, if available, and a
review of all pertinent records of the United States Environmental Protection
Agency (USEPA), New York State Department of Environmental Conservation
OMDEC), 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 in£oxmat.on 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
As per your conversation with George Minervini in July of 1998, 1 understand
you are interested in a Phase 1 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 file 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.
X440.a-.40Rivas N11 kf'riaion Pham 1 Drn-ayi.doe
90/201d zPeZs6Z of 9a0b pso vi6 JNI69 NIJN2 N220HO �d LT:ST @0OZ bT S3d
Agrrrnernt for Retainer of Profesviolwi Sepuices
iii) Client requests an increase of TC0s
professional liability limitation to
$1,000,000. Client agrees to
compensate 'TCC $959 for this
extended coverage.
Project Name. Rives Hill Mansion rl perty
By Client
Date
G. TER h ION; In the event of substantial failure by either party to perform under this Agrecmcnt, the aggrievt-d party
may terminate this Agreement upon aeven () days written notice. If this Agra:ment is torminutod, Client shall remit all
monies due 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 tho Client of hazardous or dangerous conditions as applicable under existing regulations,
G. SEVERABMTY. If any provision of this Agreement is helrl invalid 5`ueh provision shall have no effect, but all remaining
provisions shall continue in full force and effect. Each provision of this Agroomen t shall he interpreted so as W render it valid.
7. NOTICES; All notices shall be in writing and shall be CaJacient if sent by first class mail or overnight mail to the �lt1drLK,a�
of Client and TCC as shown herein. Notices shall be deemed as recoivcd throo (3) business days after mailing. Each party
hemhy agrees Go accept all mailed and hand dolivcrod communications.
8 EMENT: This Agreement and anattachments and exhibits identified herein represent all of the
� y P
agreements, conditions, understandings, and undertakings between Client, and TCC. promises,
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 Agroemsnt. Any such amendment must be in writing and be signed by the party
against whom enforcvment of the amendment is sought. No breach of any part of this Agreement shall bo doomed wolve(l
unless expressly waived in writing by the party who might assort such a broach. The failurs of any party to insist in any ono
or more instances upon strict performance of this Agreoment shall not be construed as a waiver of the right to insist upon
strict performance,
10' GOVER NG LAW: This Agreament shall be governed and construed by the l;iw..sof the State of Now York_ For purposes of
any legal action or suit related to or arising out of this Agroomvnt venue shall be Dutchess County, Now York.
1I. COVN PARTS: This Agreement, and any amendments or revisions thereto, may be executed in two or more
counterparts each of which shall be deemed an criginal, but which together shall constitute ane and the soma instrumont(s).
12. REPRESENTATIONS: Client and TCC state that each has full power and authority to malts. smoute and perform this
Agreement. Signatory for Client states that he is an of Icer, owner, partner, agent or attorney for Client. Neither Clienr. nr,r
TCC is bankrupt or have availed thor solvos of any debtor's remedies nor are c:urranLly contemplating such,
For CELS or S or EPA
-�9/1 � 11,
Date
For Client
Date
The chwen Companies
2000
** TOTAL PAGE.06 **
RE SOLUTION
TOWN Off" NVAIPPING.EIR TCWNo,,oA-RD
ISSUANCE OF A NEGATIVE DEECLAIU,-TION
!-,U RICHASE ACQUISITION OF GRE YS' ONE PROIEl XCY
,UNE 12, 2000
a se a in fee
H
Town of Wappin,er is the Pulcl a cqu's't'onl
7VIT,the
d0preserve te PrOPer'[Y r publed to as ic useand the to
�,t�,e Greystone Property to conserve all -rs
al aiid covernment needsh(hereinafter refei
cco:raaiodate tiI3 Town's recreation 0
-le Property is located on the westerly
W:EEj r�.EAS, approximately 99.6 acre Greystol
c of heeler Will Road, Town of Wappinger, Dutchess County (Parcel ID 6057-03-487186),
SIL and
- U -Faimily Residential Zoning Dist,
wIltin an 80 One
a seminary and contains several
the Greystone Property was fo
-person residential structure, a former chapel, a pavilion,
ren-inants of
b-L�l ,1()s,jj-.,cludingarnult:1
a 31j,�e,,cerith century mansion, barns and other buildings used for administrative aiidgrounds
rj 4 ipi
k _rposes; and
large parcel of '
VVEME-C, AS, the Greystone Property Is
tijc last remaining
'[own of Wappinger with Hudson River views which should be preserved for the landbenefit tl of the
e
V I I ic at d which dan be used for a variety of recreational and govenirr ntal purposes; and
quiring this property to conse.rve it and prevent it
the Town is desirous of ac -1 1-1 opment and preserve it for the
for residential or other develop f,�G�,rj "t)elng sold to a Private entity 1
McCabe & Mack LLP
63 Washington Street
Post Office Box 509
Poughkeepsie, New York 12602
Attn: J. Joseph McGowan, Esq.
Re: Town of Wappinger purchase of Greystone Property
Our File No. 12951.0325
Dear Joe:
LEGAL ASSISTANTS:
DALE O'DONNELL
AMY E. WOODARD
POUGHKEEPSIE OFFICE
276 MAIN MALL
POUGHKEEPSIE, NY ].2501
(914) 452-1046
ADDRESS REPLY TO: f ) POUGHKEEPSIE
( ) WAPPINGERS
In reference to the above -referenced transaction, enclosed please find an updated
print of the Survey with the proper certifications.
Very truly
VERGILIS, STENGER, ROBERTS & PERGAMENT
CQ�:�, � /,�)
Albert P. Robers
APR/es
Encl.
cc: Hon. Elaine, Snowden, Town Clerk and Carol Otter (Tri -County Abstract)
VERGILIS, STENGER, ROBERTS & PERGAMENT
ATTORNEYS AND COUNSELORS AT LAW
1136 ROUTE 9
WAPPINGERS FALLS, NEW YORK 12590
(914) 298-2000
GERALD A. VERGILIS*
FAX (914) 298-2842
KENNETH M. STENGER
ALBERT P. ROBERTS
IRA A. PERGAMENT
ANTONIA T. LUCIA
JOAN F. GARRETT**
THOMAS R. DAVIS
MARIA J. GRECO
*ADMITTED TO PRACTICE
IN NY & FLA.
**ADNtrrTED TO PRACTICE
IN NY & CONN.
June 30, 2000
McCabe & Mack LLP
63 Washington Street
Post Office Box 509
Poughkeepsie, New York 12602
Attn: J. Joseph McGowan, Esq.
Re: Town of Wappinger purchase of Greystone Property
Our File No. 12951.0325
Dear Joe:
LEGAL ASSISTANTS:
DALE O'DONNELL
AMY E. WOODARD
POUGHKEEPSIE OFFICE
276 MAIN MALL
POUGHKEEPSIE, NY ].2501
(914) 452-1046
ADDRESS REPLY TO: f ) POUGHKEEPSIE
( ) WAPPINGERS
In reference to the above -referenced transaction, enclosed please find an updated
print of the Survey with the proper certifications.
Very truly
VERGILIS, STENGER, ROBERTS & PERGAMENT
CQ�:�, � /,�)
Albert P. Robers
APR/es
Encl.
cc: Hon. Elaine, Snowden, Town Clerk and Carol Otter (Tri -County Abstract)
HU D S 0 N
NC.
REC"EIVED
Protectiv the Valley's Environinent, TOW11 by TOW11 DEC 199. 91:1�i(,ERSAND D[RECTORS
December 10, 1999 Marjorie L Hart
Ms. Connie Smith
Supervisor
Wappinger Town Hall
20 Middlebush Road
Wappingers Falls, NY 12590
Dear Supervisor Smith:
Congratulations and kudos for leading the Town Board in its decision to
purchase the Greystone property for public recreational use! The property
has commanding views of the Hudson River and wonderful potential as a
park.
Communities all over America are passing referenda and issuing bonds to
preserve critical open space. Open space enhances the quality of life in a
community and has been recognized as an essential ingredient for successful
econornic development. Under tremendous development pressure, the
municipalities in Dutchess, County can no longer stand back and wait for the
state and the county to protect important open space resources,
Your Town has taken a step that will leave an important legacy to future
generations and has set an example for our region.
Please feel free to contact us if we can be of any assistance as you move
ahead with this important project.
Sincerely,
t v oxen erg
Land Preservation Director
/Mjb
CC" Ned Sullivan
Frances Reese
vice Cimlic"
David H. Mortimer
Frederick Osborn III
Wheclock Whitney III
Tm: '
Anne E. InipeffizzCri
A,1,,',1S1AN I TRFA,URI'R
Jolt V. jobilsoll
Ak)'
1;,fiZi1bC(l1 B. PUI)l
Catlicrinc S. Armitagc
D:IVW J. 13111111fidd
Amic 2 Calm
David ("' Clapp
Chris[opher C, Davis
li. I larrison Frankel
Robert R FreeMMI
Anna Carlson Gannm
Patrick Garvey
Cynthia 11. QW)OIls
Mrs. 'I'litirsion Grccuc
Morrison 1-1. 1-1cckschcr
Cuisine 1-clincr I ic%vii
Frank imarlucci
Anthony]. Moridlo
Francis.]. Murray, j'.
Warric L.S. Pricc
samud 1.. Pryor I I I
RUdO11111 S. Raffldl I I I
David N. Raklun
F'rederic (". Rich
1-1, Claude Shosial
John P Wort
Alexander E. Zagoreos
Aiwisoin' ROAKO
Nash Castro
Wiffiall) 1-1. bVen
John French III
George W. Gowei)
Elizalmli.j. McCormack
Barnabas McHenry
Charles P Noyes III
Mrs. Frederick 1-1. Osborll,.Jr.
Laurance Rockefeller
David Sivc
Mrs.'FhomxM. Waller
I 1(+NORARY DWIICTOR
Robot Boyle
FALCU I Wk I OR
Ned Sullivan
SCENIC HUDSON, INC.
(� vassar'strcct
Ilom, hkccpsic, NY t26oi-io,)6
N -11C 1)14-473-H'j(.)
FaX 914-473-26,18