Loading...
2012-218 2012-218 Resolution Authorizing Execution of Agreement for Extension of Water and Sewer Districts by Amora, LLC, Eduardo & Lucia Lauria and Robert Tompkins 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 August 13,2012. The meeting was called to order by Barbara Gutzler, Supervisor, and upon roll being called, the following were present: PRESENT: Supervisor Councilmembers Barbara Gutzler William H. Beale (Arrived at 7:31PM) Vincent F. Bettina (Arrived at 7:47 PM) Ismay Czarniecki Michael Kuzmicz ABSENT: The following Resolution was introduced by Councilman Bettina and seconded by Councilman Kuzmicz. WHEREAS, AMaRA is the owner of certain real property located at 114 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified by tax grid # 135689- 6157-04-623465 (hereinafter referred to as the "Amora Parcel"); and WHEREAS, LAURIA is the owner of certain real property located at 1 02 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified as tax grid # 135689- 6157-04-625489 (hereinafter referred to as the "Lauria Parcel"); and WHEREAS, TOMPKINS is the owner of certain real property located at 124 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified as tax grid # 135689- 6157-04-630435 (hereinafter referred to as the "Tompkins Parcel"); and WHEREAS, the Tompkins Parcel is located to the immediate south of the Amora Parcel and is adjacent and contiguous thereto; and WHEREAS, the Lauria Parcel is located to the immediate north of the Amora Parcel and is adjacent and contiguous thereto; and WHEREAS, the Town of Wappinger, through the United Wappinger Water District and the United Wappinger Sewer District are the owners of certain water and sewer mains which are located on Old Post Road and are located immediately in front of a parcel owned by MDA Associates (hereinafter referred to as "MDA"), a New York General Partnership, with an address of 134 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified as tax grid # 135689-6157-04-633403; and WHEREAS, the Tompkins Parcel is located to the immediate north of the MDA Parcel and is adjacent and contiguous thereto; and WHEREAS, the MDA Parcel is connected to the municipally owned water and sewer mains; and WHEREAS, AMaRA, LAURIA and TOMPKINS are about to or have entered into a "Water and Sewer Easement Agreement" with MDA to connect to the water and sewer lines located within the MDA Parcel, which will permit connection of the Amora, Lauria and Tompkins Parcels to the municipally owned water and sewer mains located in Old Post Road adjacent to the MDA Parcel; and WHEREAS, the Attorney to the Town, in consultation with the Town Supervisor, Engineer to the Town, and Michael Tremper of Camo Pollution Control, have negotiated the terms and conditions pursuant to which the AMORA, LAURIA and TOMPKINS parcels will be permitted to connect to the water and sewer lines respectively operated by UWWD and UWSD, consistent with Town Codes, Rules and Regulations, all as set forth in the "Agreement for Extension of Water and Sewer Districts" (hereinafter "Extension Agreement"); and WHEREAS, the Town Board members represent that they have each reviewed the aforementioned Extension Agreement, 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 in its capacity as the governing body of the Town of Wappinger, has reviewed and examined the proposed Extension Agreement between the Town Board of the Town of Wappinger by and on behalf of the United Wappinger Water District and the United Wappinger Sewer District, and Amora, LLC, Eduardo & Lucia Lauria and Robert Tompkins, and concurs with the provisions contained therein, and authorizes the Town Supervisor, Barbara A. Gutzler, to execute the Extension Agreement in the same format as attached hereto and made a part hereof, marked and designated Exhibit "1", The foregoing was put to a vote which resulted as follows: BARBARA GUTZLER, SUPERVISOR WILLIAM H. BEALE, COUNCILMAN VINCENT F. BETTINA, COUNCILMAN ISMA Y CZARNIECKI, COUNCIL WOMAN MICHAEL KUZMICZ, COUNCILMAN Voting: Voting: Voting: Voting: Voting: AYE AYE AYE AYE AYE Dated: Wappingers Falls, New York 8/13/2012 The Resolution is hereby duly declared adopted. ~A/U~~. HRISTINE FULTON, TOWN CLERK Last Revised 8/8/201212:49: 11 PM_ EXHIBIT "1" AGREEMENT FOR EXTENSION OF WATER AND SEWER DISTRICTS THIS AGREEMENT made the _ day of August, 2012, by and between THE TOWN BOARD OF THE TOWN OF WAPPINGER with offices situated at Town Hall, 20 Middlebush Road Wappingers Falls, New York 12590 (hereinafter referred to as the "TOWN") acting by and for itself and on behalf of the UNITED WAPPINGER WATER DISTRICT, (hereinafter referred to as "UWWD") and the UNITED WAPPINGER SEWER DISTRICT, (hereinafter referred to as "UWSD"), and AMORA, LLC, a New York Limited Liability Company with an address at 1113 Main Street, Fishkill, New York 12524 (hereinafter referred to as "AMORA"), and EDUARDO LAURIA and LUCIA LAURIA whose address for the purposes of this Agreement is 1113 Main Street, Fishkill, New York 12524 (hereinafter referred to collectively as "LAURIA"), and ROBERT TOMPKINS whose address for the purposes of this Agreement is 24 Straub Drive, Pleasant Valley, New York 12569 (hereinafter referred to as "TOMPKINS"). WITNE~~E TH: WHEREAS, AMORA is the owner of certain real property located at 114 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified by tax grid # 135689- 6157-04-623465, and more particularly described in Schedule "1" attached hereto (hereinafter referred to as the "Amora Parcel"); and C:\Documents and Settings\CFu1ton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreement for Extension of Water and Sewer Districts - JRM - 8 7 12 Redlined.doc 1 WHEREAS, LAURIA is the owner of certain real property located at 102 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified as tax grid # 135689- 6157-04-625489, and more particularly described in Schedule "2" attached hereto (hereinafter referred to as the "Lauria Parcel"); and WHEREAS, TOMPKINS is the owner of certain real property located at 124 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified as tax grid # 135689- 6157-04-630435, and more particularly described in Schedule "3" attached hereto (hereinafter referred to as the "Tompkins Parcel"); and WHEREAS, the Tompkins Parcel is located to the immediate south of the Amora Parcel and is adjacent and contiguous thereto; and WHEREAS, the Lauria Parcel is located to the immediate north of the Amora Parcel and is adjacent and contiguous thereto; and WHEREAS, the Town of Wappinger, through the United Wappinger Water District and the United Wappinger Sewer District are the owners of certain water and sewer mains which are located on Old Post Road and are located immediately in front of a parcel owned by MDA Associates (hereinafter referred to as "MDA"), a New York General Partnership, with an address of 134 Old Post Road, Town of Wappinger, Dutchess County, New York, also identified as tax grid # 135689-6157-04-633403; and WHEREAS, the MDA Parcel is connected to the municipally owned water and sewer mains; and WHEREAS, AMORA, LAURIA and TOMPKINS have entered into an "Water and Sewer Easement Agreement" with MDA to connect to the water and sewer lines located within the MDA Parcel, which will permit connection of the Amora, Lauria and Tompkins Parcels to 2 Last Revised 8/8/201212:49:11 PMm EXHIBIT "1" the municipally owned water and sewer mains located in Old Post Road adjacent to the MDA Parcel; and WHEREAS, the Tompkins Parcel is located to the immediate north of the MDA Parcel and is adjacent and contiguous thereto; and WHEREAS, AMORA, LAURIA and TOMPKINS have petitioned the TOWN to extend the UWWD and the UWSD to include their respective parcels within said Districts upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, and other good and valuable consideration, AMORA, LAURIA and TOMPKINS and the TOWN, on behalf of the UWWD and the UWSD hereby agree as follows: 1. Recitations. The recitations above set forth are hereby incorporated into this Agreement as if fully set forth herein. 2. Contine:encies. This Agreement is expressly conditioned upon and subject to the Town Board of the Town of Wappinger adopting a Public Interest Order duly extending the jurisdictional boundaries of the UWWD and the UWSD to incorporate the Amara, Lauria and Tompkins Parcels therein. 3. Construction of Service Connections. AMORA, LAURIA and TOMPKINS agree to construct lateral service connections of water and sewer lines, which lateral service connections with be interconnected with the service lines located within the MDA Parcel. The construction of the lateral service connections of water and sewer lines will be constructed and completed in accordance with plans and specifications approved by the Engineer to the Town, Robert J. Gray, P.E. The plans and specifications for the construction of the lateral service connections of water and sewer lines have been prepared by Lawrence J. Paggi, P.E., copies of C:\Documents and Settings\CFulton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreement for Extension of Water and Sewer Districts - JRM - 8 7 12 Redlined.doc 3 which have been placed on file with the Town Clerk of the Town of Wappinger. The plans and specifications above referenced are deemed to be part of this Agreement. 4. Consent to Inclusion in UWWD and UWSD. In the event the TOWN undertakes and adopts a Public Interest Order authorizing an extension of the UWWD and the UWSD, AMORA, LAURIA and TOMPKINS, for themselves, their heirs, successors and assigns, hereby affirmatively agree not to object or oppose in any manner the formation of such extension to the UWWD or the UWSW which would include the Amora Parcel, the Lauria Parcel and the Tompkins Parcel. 5. Assil!:nment of Benefit Units for Capital Assessments. AMORA, LAURIA and TOMPKINS expressly acknowledge that upon inclusion in the UWWD or the UWSD, the Amora Parcel, the Lauria Parcel and the Tompkins Parcel will be assigned capital benefit assessments by the Town of Wappinger Assessor, in accordance with the established formula for benefit assessments for the UWWD and the UWSD; each parcel will be assessed annual capital benefit assessment charges in accordance with the aforementioned formula. 6. Operation and Maintenance Charl!:es (O&M) 6.1 Water. Each of the parcels will also be charged for Operation and Maintenance expenses for water consumed based on metered usage in accordance with Town Code S 234.44 A.(2). 6.1.1 One master meter to monitor water consumption shall be installed near the connection point to the MDA Water Line in accordance with the above referenced plans and specifications. AMORA, LAURIA and TOMPKINS, will be charged for water usage (O&M rates) in accordance with the water rates annually established for commercial users in the United Wappinger Water District. Water meters will be installed on the TOMPKINS parcel as 4 Last Revised 8/8/201212"49:11 PM EXHIBIT "}" shown on the plans and specifications above referenced. Two metered lines will be constructed. One metered line shall be the water service for the TOMPKINS parcel and the other metered line shall be for the AMaRA and LAURIA parcels. TOMPKINS shall be responsible for maintenance of the water line serving the TOMPKINS parcel and AMaRA and LAURIA shall be responsible for maintenance of the water line serving the AMaRA and LAURIA parcels. 6.1.2 The TOWN will send one bill to AMaRA and LAURIA, or their successors and assigns, and one bill to TOMPKINS, or his successors and assigns.. 6.1.3. Each of the parcel owners acknowledge that non-payment of a water bill for Operation and Maintenance Charges will be re-levied on their respective State, County and Town tax bills. 6.1.4. The AMORA parcel shall be the parcel that shall have the account with UWWD for water usage for the line servicing the AMORA parcel and LAURIA parcel. The LAURIA parcel shall be a sub-account to the AMORA parcel and shall have its own meter. The owners of the LAURIA parcel shall pay to the owners of the AMORA parcel at the rates in effect for its metered usage, as established by the TOWN. The TOWN acknowledges that the owners of the AMORA parcel shall have lien rights against the owners of the LAURIA parcel for unpaid water charges. The owners of the AMORA parcel shall also bear the risk of water loss between the master meter off the water main to the two meters in the meter pit on the TOMPKINS parcel. 6.2 Sewer. AMORA, LAURIA AND TOMPKINS each acknowledge that Operation and Maintenance Charges for sewer are based on the total number of capital benefit units assigned to each parcel and each parcel will be billed Operation and Maintenance Charges based on the benefit units assigned to each parcel in accordance with the District's standard policy for sewer billing. C:\Documents and Settings\CFulton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreement for Extension of Water and Sewer Districts - JRM - 8 7 12 Redlined.doc 5 6.2.1. There will be no metered Operation and Maintenance Charges for sewer use. 6.2.2. Each of the parcel owners acknowledge that non-payment of a sewer bill for Operation and Maintenance Charges will be re-Ievied on their respective State, County and Town tax bill. 7. Representation of Water and Sewer Needs. The ability of the UWWD to extend the jurisdictional boundaries of the Water District is limited by the available capacity of the UWSD to produce sufficient quantities of potable water. The first priority of UWWD is to provide water to the existing parcels located within the District. Similarly, by Contract, the UWSD has a limited sewer treatment capacity at the Tri-Municipal Sewer Plant and the extension of the jurisdictional boundaries of the UWSD requires the consent of the Tri- Municipal Sewer Commission. In consideration of inclusion into UWWD and UWSD, AMORA, LAURIA and TOMPKINS hereby represent that their projected water and sewer needs for their respective parcels are as follows: 7.1. AMORA represents that it will not need or use more than 1,000 gallons of water per day, or 91,250 gallons on a quarter-annual basis. AMORA further represents it will not discharge more than 1,000 gallons of sewage per day or 91,250 gallons on a quarter-annual basis. Because of the limited availability of water production capacity by the UWWD and the availability of sewer treatment capacity, the TOWN, on behalf of the UWWD and the UWSD, hereby imposes a surcharge for excess water usage or sewer discharge as follows: 7.1.1. In the event the Amora Parcel utilizes in excess of 91,250 gallons of water for any quarter-annual billing period, based on metered domestic water usage, AMORA, 6 Last Revised 8/8/201212:49:\1 PM_. EXHIBIT "1" or its successors and assigns will pay a surcharge of 25% of the water rate charge for said quarter-annual billing. 7.1.2. Similarly, in the event the Amora Parcel discharges in excess of 91,250 gallons of sewage for any quarter-annual billing period, based on metered domestic water usage, the Amora Parcel will pay a surcharge of 25% of the sewer rate charge for said quarter- annual billing period. 7.2. . LAURIA represents that it will not need or use more than 320 gallons of water per day, or 29,200 gallons on a quarter-annual basis. LAURIA further represents it will not discharge more than 320 gallons of sewage per day or 29,200 gallons on a quarter-annual basis. Because of the limited availability of water production capacity by the UWWD and the availability of sewer treatment capacity, the TOWN, on behalf of the UWWD and the UWSD, hereby imposes a surcharge for excess water usage or sewer discharge as follows: 7.2.1. In the event the Lauria Parcel utilizes in excess of 29,200 gallons of water for any quarter-annual billing period, based on metered domestic water usage, LAURIA, or its successors and assigns will pay a surcharge of 25% of the water rate charge for said quarter-annual billing. 7.2.2. Similarly, in the event the Lauria Parcel discharges in excess of 29,200 gallons of sewage for any quarter-annual billing period, based on metered domestic water usage, the Lauria Parcel will pay a surcharge of 25% of the sewer rate charge for said quarter- annual billing period. 7.3. TOMPKINS represents that it will not need or use more than 200 gallons of water per day, or 18,250 gallons on a quarter-annual basis. TOMPKINS further represents it will not discharge more than 200 gallons of sewage per day or 18,250 gallons on a quarter- C:\Documents and Settings\CFulton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreement for Extension of Water and Sewer Districts - JRM - 8 7 12 Redlined.doc 7 annual basis. Because of the limited availability of water production capacity by the UWWD and the availability of sewer treatment capacity, the TOWN, on behalf of the UWWD and the UWSD, hereby imposes a surcharge for excess water usage or sewer discharge as follows: 7.3.1. In the event the Tompkins Parcel utilizes in excess of 18,250 gallons of water for any quarter annual billing period, based on metered domestic water usage, TOMPKINS, or its successors and assigns will pay a surcharge of 25% of the water rate charge for said quarter annual billing. 7.3.2. Similarly, in the event the Tompkins Parcel discharges in excess of 18,250 gallons of sewage for any quarter annual billing period, based on metered domestic water usage, the Tompkins Parcel will pay a surcharge of25% of the sewer rate charge for said quarter annual billing period. 7.4. Because of the limited capacity of potable water availability and sewage treatment capacity, compliance with the surcharge for excess consumption is a conditioned precedent for continued connection to the UWWD and the UWSD until such time as the UWWD or the UWSD acquires increased water production capacity or sewer treatment capacity as the case may be. 8. Cauital Reimbursement to Districts. In consideration of the extension of the jurisdictional boundaries of the UWWD and the UWSD to the Amora Parcel, Lauria Parcel and Tompkins Parcel, each of the respective property owners shall pay a capital buy-in fee to the respective Districts in accordance with Town Code S 236-6. Payment of these capital buy-in fees is a condition precedent to the interconnection of the subject parcels to the UWWD and the UWSD and such payment must be paid prior to the Town Board adopting a Public Interest Order extending their respective Districts. The buy-in fees will be based on the estimate of water and 8 Last Revised 8/8/201212:49:11 PM... EXHIBIT "1" sewer needs represented in paragraph 7 above. In the event any parcel exceeds its represented amount of usage for three (3) successive quarters, the parcel owner shall pay an additional buy-in fee based on the difference between the represented usage and the actual usage, in accordance with Town Code S 236-6, provided UWWD and UWSD have sufficient capacity to allocate for this additional usage. Once the additional buy-in fee is changed, the O&M surcharge for water and sewer usage will only be charged for amounts in excess of the revised usage. 9. Connection to District Owned Water and Sewer Mains. 9.1. It is expressly understood that the TOWN, on behalf of the UWWD and the UWSD has permitted connection to the Water and Sewer Districts via the service lines to be constructed in accordance with paragraph 3 above. In the event that either the UWWD or the UWSD extends District owned water or sewer mains along Old Post Road or other public right- of-way, AMaRA, LAURIA and TOMPKINS agree to abandon their respective interconnection to the service laterals described in paragraph 3 and agree to construct and interconnect with the District owned water or sewer mains located in the public right-of-way. Such abandonment and new connection must be completed within 6 months of notice by the TOWN and/or the respective District to the parcel owners that municipal water or sewer lines have been extended to the public right-of way and are available for connection. 9.2 AMaRA, LAURL^.. and TOMPKINS hereby ackno\vledge that they may be assigned and assessed additional Benefit Units by thc TO\\TI 1^..ssessor, to pay for their pro rata share of construction costs in the cT/ent the TOWN undertakes a water line extension for UWWD or a sewer line extension for U\VSD along Old Post Road. As consideration for entry into UWWD or UWSD, AMORA, LAURIA and TOMPKINS waive objection to inclusion in any C:\Documents and Settings\CFulton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreement for Extension of Water and Sewer Districts - JRM - 8 7 12 Redlined.doc 9 such water or sewer district extension which includes a water or sewer line extension as above described. 9.3. Failure to abandon the connection described in paragraph 3 within three (3) months shall result in a 25% surcharge of all Operation and Maintenance Charges for water and sewer billed thereafter until such time as the new connection is made. If non-payment occurs for six (6) months or more, the TOWN has the right, but not the obligation, to disconnect the subject parcels from the applicable water or sewer district lines. 10. Performance of Work. 10.1. Standards of Construction. All work performed pursuant to this Agreement shall be done in a good and workmanlike manner, and consistent with the standards of construction in Dutchess County, New York. AMORA, LAURIA and TOMPKINS and/or their contractors or subcontractors shall do all the work and furnish at their own cost and expense, all labor, supervision, machinery, equipment, facilities, tools, transportation, supplies, materials, insurance, permits, certificates, tests, guarantees, protection of equipment, property, and life during construction, and all other things necessary for the proper completion of the work in a good and workmanlike manner, complete in every respect and detail, and left ready and in perfect condition for use. 10.2. Comuliance. All work performed under this Agreement shall be done according to the highest standards of the trades involved, and shall conform to and be subject to the requirements of any utilities, and any and all Federal, State and Local Laws, Codes, Rules, Regulations and Statutes that may be in effect by any governmental agency having jurisdiction of the work (i.e. acquisition of applicable permits). 10 Last RevIsed 8/8/20]2]2.49:] I PM EXHIBIT "1" 1 0.3. Plans. This clause shall not be construed as relieving the contractor from complying with any requirements of the plans and specifications which may be in excess of the requirements mentioned herein. 10.4 Survey and Test Results. At the conclusion of all construction work necessary to implement the interconnection of the water and sewer lines to UWWD or UWSD, AMORA, LAURIA and TOMPKINS shall provide the TOWN with an "As Built Survey" as well as satisfactory microbiological test results for- the water lines. The Town Engineer shall witness pressure testing ofthe both the water and sewer lines. 11. Reimbursement of Professional Review and Inspection Fees. AMORA, LAURIA and TOMPKINS will be responsible for and will promptly reimburse the TOWN and/or UWWD and/or UWSD for all costs incurred by the TOWN in negotiating, drafting, monitoring and implementing the provisions of this Agreement, as well as all professional review and professional inspection fees incurred by the TOWN in connection with this Agreement and in connection with professional inspection fees incurred during the construction of the water and sewer mains described in paragraph 3 above. The extent and frequency of professional review and professional inspection shall be in the sole discretion of the TOWN. 12. Insurance. 12.1. Certificate. AMORA, LAURIA and TOMPKINS and/or their contractors shall provide the TOWN with a Certificate of Insurance, which indicates a current Commercial General Liability Policy is in force, with an insurance company with an A.M. Best's rating of "A" or better. The occurrence limit must indicate a limit of not less than $1,000,000 with a $2,000,000 general liability umbrella. The TOWN must be named as an additional insured. C:\Documents and Settings\CFulton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreement for Extension of Water and Sewer Districts - JRM - 8 7 ]2 Redlined.doc 11 12.2. Indemnification. AMaRA, LAURIA and TOMPKINS, or their contractors, shall indemnify and hold harmless the TOWN against all claims on account of injury, loss or damage arising out of or alleged to arise out of or in connection with the work to be performed hereunder, including all expenses incurred by the TOWN in the defense, settlement or satisfaction thereof, including expenses of legal counsel. 13. Entire Ae:reement. This written Agreement, when signed by all parties above identified, forms the entire Agreement between the Parties and replaces and supersedes all prior Agreements or understandings between the Parties, if any. 14. Applicable Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of New York State with regard to conflicts of laws and principles of law. 15. Waiver. No waiver of any breach of any condition of this Agreement shall be binding unless in writing and signed by the party waiving such breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for repetition of such or any other breach unless the waiver shall specifically include the same. 16. Modification. This Agreement constitutes the complete understanding of the parties. This Agreement may not be modified unless approved by a Resolution of the TOWN authorizing a written modification to the Agreement and said modification is signed by both parties. 17. Notices. All notices, demands, requests, consents, approvals or other communications (for the purpose of this paragraph collectively called "Notices") required or permitted to be given hereunder to any party to this Agreement shall be in writing and shall be sent by overnight delivery service (Federal Express or equivalent) or registered or certified mail, return 12 Last Revised 8/8/201212.49'11 PM EXHIBIT "1" receipt requested, postage prepaid, addressed as follows, or to such other address as such party shall have specified most recently by like Notice. If to AM ORA, to: Amora, LLC 1113 Main Street Fishkill, New York 12524 Attn: Eduardo Lauria With a copy to: John R. Marvin, Esq. Marvin and Marvin, PLLC P.O. Box 151 6369 Mill Street Rhinebeck, New York 12572 If to LAURIA, to: Eduardo Lauria and Lucia Lauria 1113 Main Street Fishkill, New York 12524 With a copy to: John R. Marvin, Esq. Marvin and Marvin, PLLC P.O. Box 151 6369 Mill Street Rhinebeck, New York 12572 If to TOMPKINS, to: Robert Tompkins 24 Straub Drive Pleasant Valley, New York 12569 With a copy to: Joel Hanig, Esq. Hanig & Schutzman, LLP 2 IBM Road, Suite 210 Poughkeepsie, New York 12601 C:\Documents and Settings\CFulton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreement for Extension of Water and Sewer Districts - JRM - 8 7 12 Redlined.doc 13 If to TOWN, to: Barbara A. Gutzler, Supervisor Town of Wappinger 20 Middlebush Road Wappinger Falls, New York 12590 or Successor Supervisor With a copy to: Albert P. Roberts, Esq. Vergilis, Stenger, Roberts & Davis, LLP 1136 Route 9 Wappingers Falls, New York 12590 or Successor Attorney to Town Notices given as provided above shall be deemed given on the date so mailed. 18. Bindine: Effect and Duration. The terms, covenants, and agreements herein contained shall be binding on the parties hereto, there respective heirs, distributees, legal representatives, successors and assigns, and ALL TERMS AND COVENANTS HEREIN SHALL RUN WITH THE LAND EFFECTED HEREBY AND SHALL BE PERPETUAL IN DURATION. 19. Successors and Assie:ns. This Agreement shall apply to and bind the successors and assigns, heirs, administrators and executors of the parties hereto. 20. Exhibits. All of the Exhibits annexed hereto shall be deemed to be and the same are hereby made a part of this Agreement. 21. Assie:nment. AMORA, LAURIA and TOMPKINS reserve the right to assign this Agreement to another corporation, limited liability company or other business entity provided the assignee takes title to the Amora Parcel, Lauria Parcel or the Tompkins Parcel on five days (5) advance notice to the TOWN. 14 Last Revised 8/8/201212:49:11 PM__ 22. Recordifi!~. EXHIB IT "1 " This Agreement or a Memorandum thereof shall be filed in the Dutchess County Clerk's Office as soon as practicable after execution of this Agreement. IN WITNESS WHEREOF, the parties have each executed this Agreement in four counterparts, each of which shall constitute an original, as of the day and date first above written. TOWN OF WAPPINGER By: BARBARA A. GUTZLER, SUPERVISOR AMORA, LLC By: JOHN R. MARVIN, authorized agent EDUARDO LAURIA, by John R. Marvin as his attomey- in-fact LUCIA LAURIA, by John R. Marvin as her attomey-in- fact ROBERT TOMPKINS STATE OF NEW YORK ) ) ss. COUNTY OF DUTCHESS ) On the _ day of August, 2012, before me the undersigned, a Notary Public in and for the State, personally appeared BARBARA A. GUTZLER, Town Supervisor personally known to me or proved to me on the basis of satisfactory evidence to be the individual 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 person upon behalf of which the individual acted, executed this instrument. Notary Public C:\Documents and Settings\CFulton\Local Settings\Temporary Internet Files\Content.Outlook\4SQ2T8A4\Agreernent for Extension of Water and Sewer Districts - JRM - 8 7 12 Redlined.doc 15 STATE OF NEW YORK ) ) ss. COUNTY OF DUTCHESS) On the _ day of August, 2012, before me the undersigned, a Notary Public in and for the State, personally appeared John R. Marvin, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF DUTCHESS) On the _ day of August, 2012, before me the undersigned, a Notary Public in and for the State, personally appeared ROBERT TOMPKINS, personally known to me or proved to me on the basis of satisfactory evidence to be the individual 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 person upon behalf of which the individual acted, executed the instrument. Notary Public 16