HomeMy WebLinkAbout1000-86.-1-9 (4)CONSULT YOUR LAWYER IEFORE SIGNING THIS INSTRUMENT--THIS INSTRUMENT SNOULD BE USED BY LAWYERS ONL~
NOTE: FIRE LOSSES. This form of contract contains no express provision as to risk of loss by fire or other casualty bcr
forc delivery of tile deed. Unless express provision is madc, the provisions of Section 5-1311 of fl~e General
Obligations Law will apply. This section also places risk of loss upon purchaser if title or possession is transferred
prior to closing.
Tills AGREEMENT, made thc ~O~la day of O-t4 I)/
BETWEEN
, nineteen hundred'and n i n e t y
LLmS_ted
RICHMOND CREEK ASSOCIATES, a New YorkAPartnership having offices
at 29 Park Avenue, Manhasset, New YoYk
hereinaQerdcscdbedasthcseUcr,~d
SUFFOLK COUNTY WATER AUTHORITY, a public service corporation
offices at Sunrise Highway, Oakdale, New York ~1769,
with
hereinafter described as the purchaser,
WITNESSETtf, that the seller agrees to sell and convey, and the purchaser agrees to purchase, all that certain plot, .piece
or parcel of land, with the bQildings and improvements thereon erected, situate, lying and being haXh~t a t P e c o n ~ c,
Town of SouChold, County of Suffolk and State of New York, more particular
described on Schedule A, attached hereto and made a parc hereof.
1. Tiffs sale includes all right, title and interest, if any, of the seller in and to any land lying in the bed of any street, road
or avenue opened or proposed, in front of or adjoining said premises, to the center line thereof, and all rig)It, title and interest
of the seller in and to any award made or to be made in lieu thereof and in qnd to any unpaid award for damage to said
prmni'ses by reason of change of grade of any street; and thc stile? will execute and deliver to the purchaser, on closing of
tide, or thereafter, on demand, all proper.instmmenls for Ibc conveyance of such title and tile assignment and collection of
any such award.
Clause 8 it
New York
Clause 9 is
usually
2. Thepriceis One Hundred Five Thousand and 00/100
Dollars. payable as follows:
See attached Supplemental Rider
Thirty Uivc Thousa~ a~d 00/ xuu ...........
.......... Dollars.
.......... ~, ................ Dollar%
Underwriters for mortgages of like lien; and shall be drawnby the attorney for the seller at the expense of the
who shall also pay the mortgage recording tax and recording fees.
4. If such purchase money mortgage is to be a subordinate mortgage on the premises it shall provide
and subordinate to the lien of the existing mortgage of $ . any exten-
sions thereof and to' any mortgage or consolidated mortgage which may be premises in lieu thereof.
and to any extensions thereof provided (a) that the interest rate thereof shall 'not than per cent
per annum and (b) that, if the principal amount thereof shall exceed the owing and unpaid on said
existing mortgage at the time of placing such new mortgage or consolid: the excess be paid to the holder of
such purchase money mortgage in reduction of tire principal thereol ~rchase money mortgage shall also provide that
such payment Io the holder thereof shall not alte~ nstallments, if any of principal payable thereunder
and shall further provide that the holder thereof will . and withoht charge therefor, execute, acknow edge and
deliver any agreement or agreements further to ef ordination.
5. If there be a mortgage on tire pre~ ' tgrees to deliver to the pnrchaser at the time of delivery of the deed a
proper certificate e= the holder of such morlgage and in form for recording, cart fyiog as to the
amount of the unpaid princ! thereon, date of maturity thereof and rate of interest thereon, and the Seller sha'll
pay tire fees for record tificate. Should the mortgagee be a bank or other institution as defined in Section 274-a~
Real Property ~agee may, in lieu of the said cirtificate, furnish a letter signed,by a duly authorized officer,
or em containing the information required to be set forth in said certificate. Seller represents that such
morl be in default at or as a result of the deliyery of the deed'hereunder and that neither said mortgage,nor any
alien thereof contains any ~rovision to accelerate payment, or to change any of the other terms or provisions
6. Said premises are sold and are to be conveyed subject to:
a. Zoning regulations and ordinances of the city, town or village in which the premises lie which are not violated by
existing structures.
b. Consents by the seller or any former owner of premises for thc erection of any structure or structures on, under or
above any street or streets on which said premiies may abut.
c. Encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway.
7. All notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by the Depart-
ments of Housing and Buildings, Fire, Labor, Health, or other State or Municipal Department having jurisdiction, against or
affecting the premises at the date hereof, shall be complied with by the seller and the premises shall be conveyed free of
the same, and this provision of this contract shall survive delivery of the deed hereunder. The seller shall furnish the pur-
chaser with an authorization to make the necessary searches therefor.
of the City of New York (Sections 564-18.0, etc.) prior to the dedvery et me o,eo snail be_?ai~Xffg~lit~eWbS' me sel-
ler upon the delive of the deed. This revision shall survive thc delivery of the dee&.,
9. If, at thc time of thc delivery of the deed thc premises o~~ shall be or shall have been affected by an
assessment or assessments which are or may bego~~nnual installments, of which the first installment is then a
charge or lien, or has been paid. ~n~Ooses of this. contract all the unpaid installments of any such assessment
including those whi~%~ue and payable after the delivery of the deed, shall be dee~ed to be due and payable
an~~J(e premises affected thereby and shall be paid and discharged by the seller, upon the delive~
~x
10. The following are to be apportioned:
~,~,~,~,~*,~. (d)Taxes nnd sewer rems, if any, on the b~sis of the??~nVar for which
assessed.
11. If the closing of the title shah occur before the tax rate is ~:xed, the apportionment of taxes shall be upon the basis
of the tax rate for thq next preceding year applied to the blest assessed valuation.
12. If.there be a water meter on tire premises, thc scllcr shall furnish a reading to a date not more than thirty days prior
to the time herein set for closing title, and file unfixed meter charge and the unfixed sewer rent, if any, based thereon for
the intervening t/me sb~ bc apportioned on thc basis of such last reading.
13. The deed shall be the usual Bargain and Sale with covenant
deed in proper statutory short form for record and shall be duly execuled aud acknowledged so as to convey to the pur-
chaser ~be fee simple of the said premises, free of all encumbrances, except as herein stated, and sball contain the covenant
required by subdivision 5 of Section 13 of the Lien Law.
If thc seller is a corporation, it will deliver lo the purchaser at the time of the delivery of the deed hereunder a resolution of
its Board of Directors authorizing the sale and delivery of the deed, and a certificate by the Secretary or Assistant Secretary
of the corporation cer.tifying such resolution and setting forth facts showing that the conveyancc is in conformity with thc
~equiremeflts of Section 909 of the Business Corporation Law. The deed in such case shall contain a recit~ sufficient to
establish compliance with said section.
14. At the closing of the title the seller shall deliver to the purchaser a certified check to the order of the recording
officer of the county in which Ibc deed is to b6 recorded for the amount of the documentary stamps to be affixed
thereto in accordance with Article 31 of the Tax ~w, and a certified check to the order of tbe appropriate officer
for any other tax payable by reason of the delivery of Ibc deed, and a return, i[any be required, duly sig,cd and swon~ to
by the seller;~nd thc purchaser ~so agrees to sign and swear to the return and to cause the cbeck and the return to be
delivered to the appropriate officer promptly after the closing of title.
Adm ns ra or mr tile amount of ,e Real Pro ~crty Transfer Tax imposed ~v~R'~:~OP~"~ Ad,, ~,~t,. ~]~
Code of the City of New York and w a so deliver tO4~&~6~¢~qmred by the said statote and thc rcg-
u ations issued pursuant to tl~eX~eX~l~q~fi~ and sworn ~o by the seller; the purchaser agrees to sign and
~swe, ~~d'~e ~heck and tim return to be delivered to.the City Register promptly aftc~ the closing of the
16. The seller slmll give and the pu~chaser shall accept a title such as First American Title Insurance
, a Member of the New York Board of Title Underwriters, will approve and insure.
Company
17. All sums paid.on account of this cootract, and the reasonable expenses of the examination of the title to said prem-
ises and of the survey, if any, made in connection therewith are hereby made liens on said premises, but such liens shall not
continue after default by the purchaser under this contract.
~epresented to be owned by t ~e seller, free from all liens and encu,nbranqgg~R~bte~lm are mcmuea m
this sale; wirimut limiting the generality of the for~¢~ht~I~s 6f l~ersonal pro?try inclu~e, plumb.i~g,
heating, lighting and coo~i~, ~R~t~TLx[ures apd un,ts, range~, reft~gerat?rs, [adlo and ~el~v~ston ~er[ms,
bathrg~%~~p~Jnt~]~, door nurrors, venenan bhnds, sbadcs~ ~[~u~??~torm wm~ows, wm~ow
19. Tire amonnt of any unpaid taxes, assessments, water charges and sewer rents which the seller is obligated to pay and
discharge, with rite interest and penalities thereon to a date not less than two business days after tile date of closing title,
may at the option of the seller be allowed Io tile purchaser out of the balance of the purchase price, provided official bills
therefor with interest and penalties thereon figured to said date are furnished by the seller at the closing.
20. If at the date of closing there may be any other liens or en6umbrances which the seller is obligated to pay and dis-
charge, the seller .may use any portion of the balance of the purcbase price to satisfy Ibc same, provided the seller shall
simultaneously either deliver to the purchaser at the closing of title instrumeuts in recordable form and sufficient to satisfy
such liens and encumbrances of record together with ibc cost of recording or filing said instruments; or, provided that tile
seller has made arrangements with the title company employed by thc purchaser in advance of c[osdrg, seller will deposit with
said company sufficient monies, acceptable to and required by it to insore obtaining and tile recording of such satisfactions
and tile issuance of title insurance to rile purchaser either free of ally such liens and encumbrances, or with insurance
against enforcement of sa;ne out of the insured premises. The purchaser, if request is nrade within a reasonable time prior
to the date of closing of title, agrees to provide at the closing separate certilied checks as requested, aggregating tile amount
of the balance of the purchase price, to facilitate tile satislhction of any such liens or encumbrances. The existence of any
such taxes or otlre~ liens and encumbrances shall not be deemed objections to title if the seller shall comply with tile fore-
going requirements.
21. Ifa search of the title discloses judgments, bankruptcies or other returns against other persons having names tile same as
or similar to thai of the seller, the seller will on request deliver to the purchaser an affidavit showing that such judgments,
bankruptcies or other returns are not against the seller.
22. In the event that the seller is unable to convey title in accordance with tire terms of this contract, the sole liability of
the seller will be to rdfund to the purclraser the amount paid on account of the purchase price-~nd to pay the net cost of
examining the title, which cost is not to exceed the charges fixed by the New York Board of Title Underwriters, and the net
cost of any survey made in connection therewith incurred by the purchaser, and upon such refund and payment being made
this contract shall be considered canceled.
23. Tlle deed shall be delivercd upon thc receipt ofsaid payments at the officc of Suffolk County Water
Authority, Oakdale New York, See attached Suoulemental Ride~
at I 0: OOa .mo clockono aboul- 19
~ X~~X~XXX XXXXX XXXXXXXXXXXX XX XXXXX XXXXXXX X XXXX X X XXXXX~ ~ot~Y~h~
25. It is understood and agreed that all understandings and agreements heretofore had between the parties hereto are
merged in this contract, which alone fully and completely expresses their agreement, and that thc same is entered into after
full investigation, oeither' party retyingupon any statement or representation, not embodied in this contract, made by the
other. Thc purchaser has inspected the buildings standing on said premises and is thoroughly acquainted with their condition
and agrees to take title "as is" and in their present condition and subject to reasonable usc, wear, tear, and natural deteriora-
tion between the date thereof and the closing of title.
26. This agreement may not be changed or terminated orally. The stipulations aforesaid are to apply to and bind the
heirs, executors, administrators, successors and assigns of thc respective parties.
27. If two or more persons constitute either the seller or the purchaser, the word "seller" or the word "purchaser"
shall be construed as if it read "sellers" or "purchasers" wherever the sense of this agreement so requires.
IN WITNESS WHEREOF, this agreement has been duly executed/f~ the parties hereto.
In presence of: SEE ATTACHED RIDER. [ % ~
SOFFOLK COUNTY WATER AUTHORITY
By: ~4~
~'~ ' Member// ' ' 'c.:r
SCHEDULE B
1. Unpaid franchise taxes of any corporation in the
chain of title, shall be no objection to title provided the
Seller leaves a reasonable deposit with the title company in
escrow to secure the payment of any unpaid franchise taxes
within sixty (60) days from the date of closing title, and
the title company agrees to "except the lien but insure
against collection out of the premises."
2. The Purchaser represents that the Purchaser has
inspected said premises and is purchasing said premises "as
is" as of the date hereof, subject to reasonable wear and
tear. The Purchaser further represents that the Purchaser
has examined the premises agreed to be sold and is familiar
with the physical condition thereof. This contract, as
written, contains all the terms of the agreement entered
into between the parties, and the Purchaser acknowledges
that the Seller has made no representations, is unwilling to
make any representations and held out no inducements to the
Purchaser, other than those herein expressed, and the Seller
is not liable or bound in any manner by expressed or implied
warranties, guarantees, promises, statements,
representations or information pertaining to the said
premises as to the physical condition, income, expense,
operation or to what use th.e premises can be applied,
including, but not limited to, any matter or thing affecting
or relating to the said premises, except as herein
specifically set forth. The Seller is not liable or bound
in any manner by any verbal or written statements,
representations, real estate broker's "set-ups" or
information pertaining to the above premises furnished by
any real estate broker, agent, employees, servant or other
person, unless the same are specifically set forth herein.
3. For the purpose of this agreement, the term "cost
of title examination" whenever it is referred to herein,
shall be defined as the expenses actually inQurred by the
Purchaser for examination of title, but the 'COSt of title
examination shall in no event exceed the amount which would
be charged by a title company which is a member of the New
York Board of Title Underwriters for examination of title to
the premises, without the issuance of policy.
4. This contract of sale may not be changed orally,
but only by an instrument in writing, signed by the party or
attorney representing said party, against whom enforcement
of any waiver, change, modification, discharge or
performance is sought.
5. Letters, receipts and/or vouchers signed by the
mortgagee or his agent, showing the payment of interest or
principal in reduction of the mortgage, shall be sufficient
to show the status of any mortgage to which the Purchaser
has agreed to take title subject to, provided same is
acceptable to title company insuring Purchaser.
6. It is specifically understood and agreed that this
contract is a single, indivisible contract, and that the
delivery and acceptance of the deed shall be considered full
compliance with all of the terms of this contract by the
Seller, and none of the terms shall survive the delivery and
acceptance of the deed, except those provisions which this
contract expressly states shall survive such delivery.
7. If any provision of any rider shall conflict with
any printed provision of this contract, the provision of the
rider shall control.
8. Any notice required or permitted to be given
hereunder shall be given to the Seller by personal delivery,
by certified or registered mail, return receipt requested,
Federal Express, or other reputable courier, with a copy to
the Seller's attorney, Canavan & Boehm, Attention: Brian B.
Boehm, Esq., 29 Park Avenue, Manhasset, New York 11030, and
to the Purchaser, by personal delivery, or by certified or
registered mail, return receipt requested, Federal Express,
or other reputable courier, with a copy to the Purchaser's
attorney, Gary Brunjes, Esq., Messrs. Van Nostrand & Martin,
53 Broadway, Amityville, New York 11701. Each such notice
shall be deemed to have been given when received, or
delivery refused. Any notice sent by Federal Express or any
other reputable overnight courier shall be deemed to have
been served at noon on the day following the sending.
Attorneys shall have the right to send notices on behalf of
their clients.
9. In the event that title is unmarketable, or if the
Seller cannot convey, or cause to be conveyed, in accordance
with the terms of this contract, subject to the encumbrances
herein specifically enumerated, the Purchaser shall, at his
election, have the right to accept such title as the Seller
(which is under no obligation whatsoever to take any steps
to render title marketable) is able to convey, or cause to
be conveyed, without any claim on the part of the Purchaser
for abatement for defects or objections; or the Purchaser
shall have the right to rescind this contract, upon which
rescission, pursuant to this paragraph, the sole liability
of the Seller will be to refund to the Purchaser the amount
paid on account of the purchase price and to pay the net
cost of examining the title, and the cost of survey if
obtained by Purchaser, and upon such refund and payment
being made, this contract shall be considered cancelled,
null, void and of no further force and effect and the Seller
shall then be under no obligation or liability whatever to
the Purchaser for any damages that the Purchaser may have
sustained by reason of the Seller's failure to convey title
hereunder. All title objections which can be removed by the
payment of money only in a fixed amount shall be removed by
Seller at closing.
10. If at the date of closing of title there are any
liens or encumbrances which the Seller is obligated to pay
and discharge, the Seller may use any portion of the balance
of the purchase price to satisfy the same, provided the
Seller shall have delivered to the Purchaser at the closing
of title instruments in recordable form and sufficient to
satisfy such liens and encumbrances of record, together with
the cost of recording or filing said instruments. The
Purchaser, if request is made within a reasonable time prior
to the closing of title, agrees to provide at the closing
separate certified or teller's checks as requested,
aggregating the amount of the balance of the purchaser price.
Same would be used to facilitate the satisfaction of any
such liens or encumbrances. The existence of any such tax
or other liens and encumbrances shall not be deemed
objections to title if the Seller shall comply with the
foregoing requirements.
11. It is understood that the Seller will not accept at
the time of closing any endorsed checks or third-party
checks. All certified and/or teller's checks presented at
the closing shall be made payable to the Purchaser and drawn
on the Purchaser's checking or savings account, for
endorsement to the Seller, or to the Seller directly, unless
advice to the contrary is given to the Purchaser. Ail
checks shall be drawn on New York State Banks.
12. The premises herein are sold subject to the
following:
(a) Those facts contained in the survey of Peconic
Surveyors & Engineers, P.C., dated July 25, 1986, and any
2
facts a subsequent survey may show provided same does not
render title unmarketable.
(b) Those facts contained in the title report of First
American Title Insurance Company, Title No. 131-S-0590, a
copy of which is attached hereto and made a part hereof.
13. The Purchaser may waive any condition inserted in
this contract for its benefit.
14. Ail promises, covenants, terms and conditions to be
performed by either party hereunder which, by their terms,
are not to be performed prior to the closing of title
hereunder, shall survive such closing and remain in full
force and effect.
15. Tho ~llcr rcprc~c~~f ~c -[ ..... ~_~1
within and are inclu ~ Diet,lcL a~.
16. The premises shall be delivered free of all
17. Anything to the contrary notwithstanding, in the
event that any public assessable improvements shall have
been made or authorized by law, the liability for the
payment of said assessments shall be the Seller's
notwithstanding the fact that same shall not have been
entered or become an actual lien at the time of title
closing.
18. The submission by Seller of this contract to
Purchaser shall'be deemed a submission solely for
execution. Such submission shall have no binding force or
effect and shall confer no rights nor impose any obligations
for Seller unless and until Seller shall have accepted and
executed this contract 'and delivered same to the' Purchaser's
19. At closing, Seller shall deliver to Purchaser an
appropriate certification to the effect that Seller is not a
"foreign person or corporation:" within the meaning of such
terms as defined in the Internal Revenue Code.
20. (a) Any omissions or errors made in the computation
or any apportionments at closing shall be corrected even
though discovery of such omissions or errors are
communicated to the other party within six months after
closing. Subject to the foregoing limit, reimbursement of
the appropriate amounts shall be made by Seller to Purchaser
or vice versa, as the case may be, promptly after
determination of the correction to be made.
(b) The net figure resulting from all adjustments
and apportionments shall, if in Purchaser's favor, allowed
as a credit towards the cash portion of the purchase price
due at closing from Purchaser, and, if in Seller's favor,
shall be paid by Purchaser to Seller at closing in addition
to the cash portion of the purchase price due at closing.
21. (a) Purchaser and Seller agree to comply timely
with the requirements of Article 31-B of the New York Tax
Law and all regulations of the Department of Taxation and
Finance ("State Tax Commission") applicable thereto
(collectively, "Gains Tax Law") in good faith and in such
manner as to avoid any postponement of the closing as herein
provided, or of the recording of the deed to be delivered at
the closing.
(b) Purchaser agrees to execute and deliver to
Seller, within five (5) business days after written request,
a duly executed Transferee Questionnaire showing the full
consideration to be paid to Seller by Purchaser.
(c) At the time of the closing, Seller from its
funds shall deliver to the purchaser's title company, a
certified or teller's check payable to the order of the
State Tax Commission representing the appropriate tax
payment due from Seller as set forth in the official
Tentative Assessment and Return thereon duly executed by
Seller, or from the proceeds of this sale, if so requested
by Seller.
(d) Seller further agrees to promptly pay any
additional Gains tax, interest and penalty, if any, that may
be assessed after the delivery of such assignment and to
save Purchaser, and its assigns, if any harmless therefrom.
(e) The foregoing provisions pertaining to the
Gains Tax Law shall survive the delivery of such assignment
or other document evidencing a transfer.
Dated: ~ly 3o , 1990
RICH~ND CREEK ASSOCIATES
(~ame &,..f~l~e )
SUFFOLK COUNTY WATER AUTHORITY
By/// _ Member !
4
SCHEDULE A
Title No. 131-S-0590
ALL that certain plot, piece or parcel of land, Situate, lying
and being at Peconic, Town of Southold, County of Suffolk and State of
New York, bounded and described as follows:
BEGINNING
Northwesterly side
side of Hill Lane
at the corner formed by the intersection of the
of C.R. 48 Middle Road (North Road) and the Southerly
(Peconic Mill Road);
RUNNING THENCE from said point of beginning along the
Northwesterly side of Middle Road (North Road) South 24 degrees 2 minu-
tes 20 seconds West 370.20 feet to land now or formerly of Spartan
Holding Company;
THENCE North 67 degrees 22 minutes 18 seconds West 162.37 feet
along said land to a monument;
THENCE North 24 degrees 53 minutes 54 seconds East along land
now or formerly of Suffolk County, 425.31 feet to the Southerly side of
Mill Lane (Peconic Mill Road);
THENCE along the Southerly side of Mill Lane (Peconic Mill
Road) the following 3 courses and distances:
1. South 65 degrees 55 minutes 28 seconds East 110.00 feet;
2. South 53 degrees 26 minutes 36 seconds East 153.53 feet;
3. South 5 degrees 28 minutes 40 seconds East 46.02 feet to
the Northwesterly side of C.R. 48 Middle Road (North road) to the point
or place of BEGINNING.
SuDDlemental Rider to Contract
It is understood and agreed between the parties that the
purpose for the sale of the subject premises to the Suffolk
County Water Authority (SCWA) is for SCWA to construct a well
upon the premises, and for the Richmond Creek Associates (RCA) to
thereafter receive water from SCWA for its proposed subdivision
at real property known as Richmond Creek Farms, Suffolk County
Tax Map No. 1000-86-01-09. RCA has already applied to the Town
of Southold for subdivision approval for the Richmond Creek Farms
property into 42 separate building lots for one family homes, and
SCWA has applied, (or will apply shortly) to the State Department
of Environmental Conservation (DEC) for approval of construction
of its proposed well (or wells). It is the intention of the
parties that the purchase price of the subject premises
($105,000) shall be offset against the cost to SCWA of bringing a
water main to Richmond Creek Farms. The total cost to SCWA is
187,856, as shown on attached Exhibit A, "Estimate of Cost".
The Parties therefore agree as follows:
1. The sale of the subject premises is contingent upon the
following:
a. The approval by the DEC of SCWA's application for
the construction of a well on the subject premises.
b. The approval by the Town of Southold of RCA's
application for subdivision approval of Richmond Creek
Farms.
If either party's application is finally denied, this
contract shall be terminated, and neither party shall have any
rights against the other.
2. Each party will diligently process its application.
Each party will cooperate with the other party in the other
party's application when such cooperation is reasonably
requested.
3. Upon the issuance of both approvals referred to above
in paragraph 1 of this rider, the parties will promptly close
title to the subject premises. At the closing, the total
purchase price of $105,000 will be applied to the cost of
bringing the water main to Richmond Creek Farms of $187,856.00.
The total cost $187,856 of bringing the main to Richmond
Creek Farms shall be paid by RCA in installment payments as
follows: 1/3 upon commencement of the work, 1/3 upon completion
of one-half of the project, and the balance upon completion, with
RCA receiving a credit against the first installment of $62,619
and a credit of $42,381 against the second installment for the
sale price of the land.
4. Promptly after closing, SCWA will commence the work
necessary install its well or wells on the subject premises, and
to bring the water main to Richmond Creek Farms at a point on the
southwest corner of Mill Lane and the Main. SCWA will supply
sufficient water for the proposed 42 homes in the Richmond Creek
Farms subdivision. SCWA will proceed to diligently complete the
work, but in all events the work will be completed within two (2)
years from the date of the later of:
ao
b.
approval.
DEC approval of SCWA's well application; or,
the Town of Southold,s approval of RCA's subdivision
5. RCA will be responsible for the installation of pipes,
mains and hydrants, etc., within the confines of Richmond Creek
Farms. RCA will install its pipes and mains according to SCWA's
usual specifications for subdivisions of this size. Upon
completion of the work within the subdivision, RCA will give to
SCWA, and SCWA will accept, whatever easements, rights of way,
etc., are necessary for SCWA to thereafter maintain the lines,
mains and hydrants, as part of its water supply system. SCWA
will thereafter supply water to owners of lots within Richmond
Creek Farms in the same amounts on the same terms offered to its
other residential consumers.
6. Ail provisions of this Supplemental Rider to Contract
shall survive closing of title.
Suffolk County Water Authority
Richmond Creek Associates, by
Creek Associates, General
Par~er, by
Lon~ ~hore~-~evolpment Corp. ,
.r V,
2
C Ol--I N I'Y YVA'i'Et A L!'I'I-t(D lq 1' ['y
EXPENDITURE AUTHORIZATION
FOR ACCOUNTING OFFICE ONLY
T~,~ wi-lo
4..op
(1) Tolal E~timaled Cost [horn reverse) $
:2)., Meters & Services S--
Less Costs Rmmbursed $..
(3] Backbone Plant (. x j $_
(4) Removal Cost Less Salvage $_
(5) Gross Investmenl
Deduct:
(6) Construction Advance $
(7) Less Service Connechon
Refunds $
.(8) Net Authorltylnveslmenl $_.
(g} Approved Budget ---' 'Item N0': ......
(IO) This Aulhoriz~hon $_,' ' '
(1 1) Previously Approved $
Total Approved to Dale
Estimaled Increase m Revenues:
( 1 2) Cuslomers al $..
(13)_ Hyorams al
( 1 4) Surcharge Billings
Eslimated Sawngs m Operating Expenses:
(t5l
{I 6) Gross increase in Earings
Revenue Deduchons.
(1 7) Operahng Expenses ( %~
(18) Operating Income
( 1 9} % Return on Net Inv~slment ( 1 8.~8t
IBet0re Deotec~ahon)
Easement Required No. ~
- - Yes _
Rehremenl Required No ~Yes
' ' ; '. APPROVALS
I
-- 19
19_,
.'~.T'ATE OF NEW YORK, COUNTY OF
· .On'.die day of
personally came
19, , before me
to me known to be the individual described in and who ex-
ecuted the foregoing instrument, and acknowledged that
executes [he same.
STATE OF NEW YORK, COUNTY OF ~:
On the day of 19, , before me
personally came
to me known, who, being by me duly sworn, did depose and say
that he reside~ at No.
that he is the
of
, the corporation de;cribed
in and which executed the foregoing instrument; that lie knows
the seal of said corporation; that thc seal affixed to said instru-
ment is such corporate seal; that it was so affixed by order of the
board of directors of said corporation, and'that he signed h
name thereto by like order.
STATE OF NEW YORK, COUNTY OF
Ou the day of
personal.ly came
19 , before ma
to me known to be the individual described in and who ex-
ecuted the foregoing instrument, and acknowledged that
executed the same.
STATE OF NEW YORK, COUNTY OF
On the day of 19
personallycame
to me l mown and knownto meto bea partnerin
· before me
a partnership, and known to me to be thc person described in
and who executed the foregoing instrument in the partnership
name~ and said
duly acknowledged that tie executed the foregoing instrument
for and on behzlf of said parmership.
Closing of title under the within contract is hereby adjourned to 19. , at
o'clock, at ; title to be closed and all adjustments to be made
as of 19
Dated, 19
For value received, the within contract and all the right, title and interest of'the purchaser thereunder are hereby a.~igned,
transferred and set over unto
and said assignee hereby assumes ail obligations of the purchaser thereunder.
Dated, 19
~urchaxer
Assignee of 2~urchaser
TITLE NO.
TO
SECTION
BLOCK
LOT
COUNTY OR TOWN,
PREMISES
Standard Form of New York
Board of Title Underwriters
Distributed by
I~'].IFE TITLE INSURANCE
Company of New Yc, rk
I$'I.IFE TITLE INSURANCE
Company of New York
RETURN BY MAiL TO
THE OBSERVANCE OF THE FOLLOWING SUGGESTIONS WILL SAVE TIME
AND TROUBLE AT TIlE CLOSING OF THIS TITLE
The SELLER should bring with him all insurance policies and duplicates, receipted bills for taxes, assessments and
water rates, and any leases, deeds or agreements affecting the property.
When there is a water meter on the premises, he should order it read, and bring bills therefor to tile closing.
If there are mortgages on tile property, he should promptly arrange to obtain tile evidence required under Paragraph 5
of this contract.
He should furnish to tile purchaser a full list of tenants, giving the ns.roes, rent paid by each, and date to which the rent
has been paid.
Thc PURCIIASER should be prepared with cash or certified check drawn to the order of the seller. The check may
be certified for an approximate amoant and cash may be provided for the balance of thc settlement.
PF 27 (2/79) S a a N Y T.U. Folnl 8041-Co~h;ict of S;de
CONSULT YOUR LAWYER I~EFORE SIGNING THiS INSTRUMENT--THIS INSTRUMENT SHOULD 2E USIED BY LAWYERS oHg~
NOTE:
FIRE LOSSES. This form of contract contains no express provision as to risk of loss by fire or other casualty be,
fore delivery of the deed. Unless express provision is made, the provisions of Section 5-1311 of the General
Obligations Law will apply. This section also places risk of loss upon purchaser if title or possession is transferred
prior to closing.
THIS AGREEMENT, made the <30e/a day of
BETWEEN
, nineteen hundred'and n i n e t y
Limited
RICHMOND CREEK ASSOCIATES, a New YorkAPartnership having offices
at 29 Park Avenue, Manhasset, New YOM~
hereinafterdescfibedastheseHer,~d
SUFFOLK COUNTY WATER AUTHORITY, a public service corporation
offices at Sunrise Highway, 0akdale, New York 11769,
with
hereinafter described as the purchaser,
~TNESSE~l,~atthes~leragreestoseHandconvey, andthepurchaseragreestopurchase, all~mtcert~nplot, piece
~rparce~f~and~withtheb~Rdings~dimpr~vementsthere~nerected~situa~e~yingandbeing~x~ at Peeonic,
Town of Southold, County of Suffolk and State of ~ew York, more particular
described on Schedule A, attached hereto and made a part hereof.
I. This sale includes aH right, title and interest, if any, of the seller in and to any land lying in the bed of any street, road
or avenue opened or proposed, in front of or adjoining said premises, 1o the center line thereof, and all right, tide and interest
of the seller in and to any award made or to be made in lieu thereof and i.n qnd lo any unpaid award for dam:~ge lo said
premises by reason of change of grade of any street; and the stile? will execule and deliver to the purchaser, on closi.g of
title, or thereafter, on demand, all proper.instruments for theconveyance of such title and the assignment and collection of
any such award.
he ~'oper I y
$ nol in
2. Thepriceis One Hundred Five Thousand and 00/100
See attached Supplemental Rider Dollars, payable as follows:
Thirty FiveThousa~O0 -- - - - - -~Thousand a~d OO/'iO0 ............... s,
Dollars,
X~t~ X X X X XXX~aX~ ~ ~t~a~~l ~
X~g~XR~Ri~gNR~%N~DRXXXXXXX~X~XX
Underwriters for mortgages of like lien; and shall be drawnby the attorney for the seller at the expense of the
who shall also pay the mortgage recording tax and recording fees.
4. If such purchase money mortgage is to be a subordinate mot tgage on the premises it shall pruvide tl~a~;Sfl~'~a]ll be subject
and subordinate to the lien of tile existing mortgage of $ qb.SS , any exten-
sions thereof and to'any mortgage or consolidated mortgage which may be plac4~'~e premises in lieu thereof,
and to any extensions thereof provided (a) that the interest rate thereof shall not.,hk'~ter than per cent
per annum and (b) that, if the principal amount thereof shall exceed the a.nl$~lg, lx3f principal owing and unpaid on said
existing mortgage at the time of placing such new mortgage or consolidaW.~-d3hgage, the excess be paid to the holder of
such purchase money mortgage in reduction of the principal thereo[~t~o/Sl/r~urehase money mortgage shall also provide that
such payment to the holder thereof shall not alter or affect t.~%~'/g~.'i'fir installments, if any, of principal payable thereunder
and shall further provide that the holder thereof ~,i]__l~l~'/~'~and and withoi~t charge therefor, execute, acknowledge and
deliver any agreement or agreements further to ef~oJlL~6%uch subordination.
5. If there be a mortgage on the pre.n]~.~.. ~eller agrees to deliver to the purchaser at the time of delivery o f the deed a
proper certificate executed and ac.l~ged by the holder of such mortgage and in form for recording certifyiug as to the
amount of the unpaid princijc~.~l~'h?~erest thereon, date of maturity thereof and rate of interest thereon, and the Seller shall
pay the fees for recordj~'~*ti certificate. Should the mortga, gee be a bank or other institution as defined in Section 274-a,
' Real Property L.,a~,~lh~"filortgagee may, in lieu of the said certificate, furnish a letter signed.by a duly authorized officer,
or employe~'i~.~ent, containing the information required to be set forth in said certificate. Seller represents that such
mortg~l not be in default at or as a result of the deliyery of the deed'hereunder and that neither said mortgage, nor any
~'$.il~d:~tion thereof contains any provision to acceleratepayment, or to change any of the other terms or provisions
6. Said premises are sold and are to be conveyed subject to:
a. Zoning regulations and ordinances of the city, town or village in which the premises lie which are not violated by
existing structures.
b. Consents by the seller or any former owner of premises for the erection of any structure or structures on, under or
above any street or streets on which said premi{es may abut.
c. Encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway.
7. All notes or notices of violations oflaw or municipal ordinances, orders or requirements noted in or issued by the Depart-
mentsofHouaingand Buildings, Fire, Labor, Health, orother StateorMunicipal Department having jurisdiction, against or
affecting the premises at the date hereof, shall be complied with by the seller and tile premises shall be conveyed free of
the same, and this provision of this contract shall survive delivery of the deed hereunder. The seller shall furnish the pur-
chaser with an authorization to make the necessary searches therefor.
of the City of New York (Sections 564-18.0, etc.) prior to the delivery of the &ed shall beoaid~I/l~ge'ff"d~, these -
let upon the delive~ of the deed. This provision shall survive the delivery of the dee&.. ~X~X
. . ~
9. If, at the nme of the dehvery of the deed, the premises or.~R~ shall be or shall have been affected by an
a~essment or assessments which are or may be~om~nnual installments, of which the first installment is then a
charge or lien, or has been p.~g~ses of this. contract all the unpaid installments of any such assessment
including those %1~~- due and payable after the delivery of the deed shall be deeeed to be due and payable
an~4~g~-~6h the premises affected thereby and shall be paid and discharged by the seller, upon the delive~
~X
10. The following are to be apportioned:
~flR~km~~. (d)Taxes and sewer rents, if any, on tile b~sis of the fired y~ar for which
assessed. ~ W~ ~n x~x~a~ ~x~x ~ ~ ~~ ~mx~
lien'/
I 1. If the closing of thc title slmH occur before the tax rate is Fused, the apportionment of taxc~ shall be upon the basis
of the lax rate for th~ next preceding year applied {o the latest assessed valuation.
12. If.there be a water meter on tile premises, the seller shall furnish a reading to a date not more than thirty days prior
to the time herein set for closing title, and the unfixed meter charge and the unfixed sewer rent, if any, based thereon for
the intervening tinle shall be apportioned on the basis of such last reading.
13. Tile deed shall be the nsual Bargain and Sale with covenant
deed in proper statutory short form for record and shall be duly executed and acknowledged so as to convey to tile pur-
chaser the fee simple of the said premises, free of all encumbrances, except as herein stated, and shall contain the covenant
required by subdivision 5 of Section 13 of the Lien Law.
If the seller is a corporation, it will deliver 1o the purchaser at the time of le de ivery of c ~ ced hereunder a ,resolution of
its Board of Directors authorizing the sale and delivery of the deed, and a certificate by the Secretary or Assistant Secretary
of the corporation certifying such resolution and setting forth facts showing that the convey:race is m conformity wilb the
rcquiremeflts of Section 909 of the Business Corporation Law. The deed in such case sltall contain a reciiM sufficient to
establish compliance with said section.
14. At the closing or the title the seller shall deliver to the pnrchascr a certified check to thc order of the recording
officer of the county in which the deed is to b~ recorded for the amount of the documentary stamps to be affixed
thereto in accordance with Article 31 of the Tax Mw, and a certified check to the order of the appropriate officer
for any other tax payable by reason el the delivery of the deed, and a return, if any be required, duly signed and sw,arn to
by the seller;~nd the purchaser flso agrees to sign and swear to the return and to cause the check and the return to be
delivered to the appropriate officer promptly after the closing of title.
~ylini[t[~to2(~r tl}e,~mo}~flt,of tb~ Rial Property Transfer Tax imposed pX~'~a,~Ka~gihi~'~ive
P ' ...,~~61~ and sworn ~o by the seller; the purchaser agrees to sign and
a~k ~d tb~ ~mr~ to ~ delivered to the City Register promptly after the closingorthe
16. The seller shall give and the purchaser shall accept a tille such as First American Title Insurance
Comp a ny - , a Member of ~he New York Board of Title Underwriters, will approve and insure.
17. All sums paid on account of this contract, and the reasonable expenses of the examination of the title to said prmn-
ises and of the survey, if any, made in connection therewith are hereby made liens on said premises, but such liens shall not
continue after default by the purchaser under this contract.
p . o ownea oy tnt seuer ~ree Item all hens and encumbrances_gxc~g~3t[&~fi$~r~' ach ded in
this sale; without limiting the generality of the foA~x~~h~Sb~l,Crsona p opcr y nc ude plumbing,
heating, lighting and cookin~.f~u~R~~xtures and units, ranges, refrigerators radio and television aerials
ba~gJg~~p~Inth][, door mirrors, venetian blinds, shades, s~reens, awnings, storm windows, window
19. The amonnt of any unpaid taxes, assessments, water charges and sewer rents which thc seller is obligated to pay and
discharge, with the interest and penalities thereon to a date not less than two business days after the date of closing lille,
may at the option of the seller be allowed to the purchaser out of the balance of the purchase price, provided official bills
therefi)r with interest and penalties thereon figured to said date are furnished by the seller at the closing.
20. If at the date of closing there may be any other liens or endunlhrances which the seller is obligated to pay and dis-
charge, the seller .may use any portion of the balance of the purchase price to satisfy tile same, provided H~e seller shall
simultaneously either deliver to the purchaser at the closing of title instrumenls in recordable form and sufficient to satisfy
such liens and encumbrances of record together with Iht cost of recording or filing said instrnments; or, provided that the
seller has made arrangements with the title cmnpany employed by the purchaser in advance of closing, seller will deposit with
said company sufficient monies, acceptable to aud required by it to insure obtaining and the recording of such satisfactions
and file issuance of title i0surance to tile purchaser either free of any such lit'ns and encumbrances, or wilh insurance
against enforcement of same out of the insured premises. Tile purchaser, if request is made within a reasonable time prior
to the date of closing of title, agrees to provide at the closing separat'e certified checks as requested, aggregating the amount
of the balance of the purchase price, to facilitate Iht satisl~ction of auy such liens or encumbrances. The existence of any
such taxes or other liens and encumbrances shall not be deemed objections to title if the seller shall comply with the fore-
going requirements.
21. Ifa scorch of the title discloses judgments, bankruptcies or other returns against other persons having names tile same as
or similar to thai of the seller, the seller will on request deliver to the purchaser an affidavit showing that such judgments,
bankruptcies or other returns are not against the seller.
22. In the event that the seller is unable to convey title in accordance with the terms of this contract, the sole liability of
the seller will be to rdfund to the purchaser the amount paid on account of the purchase price'and to pay the net cost of
examioing the title, which cost is not to exceed the charges fixed by the New York Board of Title Underwriters, and the net
cost of any survey made in connection therewith incurred by the purchaser, and upon such. refund and payment being made
this contract shall be considered canceled.
23. Tbe deed shall be delivered upon the receipt ofsaid payments at the office of Suffolk County Water
Authority, Oakdale, New York, See attached SuoDlemental Ridez~
at 10:00a.m~'clockonor aboul:- 19
· 4X XII~[ liar fi. ell Y~X~XlYaX X X X X X X X X X X X X XX X X X X X X X X X X X X X X X X X X X X X X X X X X X X XX X ~ y,q~lq~rYw~ql;
25. It is understood and agreed that allunderstandings and agreementsheretofore had between tile parties hereto are
merged in this contract, which alone fully and completely expresses their agreement, and that the same is entered into after
full investigation, neither party relyingupon any statement or representation, not embodied in this contract, made by the
other. The purchaser has inspected tile buildings standing on said premises and is thorougtdy acquainted with their condition
and agrees to take title "as is" and in their present condition and subject to reasonable use, wear, tear, and natural deteriora-
tion between the date thereof and the closing of title.
26. This agreement may not be changed or terminated orally. The stipulations aforesaid are to apply to and bind the
heirs, executors, administrators, successors and assigns of the respective parties.
27. If two or more persons constitute either the seller or the purchaser, the word "seller" or the word "purchaser"
shall be construed as if it read "sellers" or "purchasers" wherever the sense of this agreement so requires.
IN WITNESS WHEREOF, this agreement has been duly executec~f~ the parties hereto.
In presence of: SEE ATTACHED RIDER.
S~FFOLK COUNTY WATER AUTHORITY
By:
' Memb%r / / ' ' 'c.:r
SCHEDULE B
1. Unpaid franchise taxes of any corporation in the
chain of title, shall be no objection to title provided the
Seller leaves a reasonable deposit with the title company in
escrow to secure the payment of any unpaid franchise taxes
within sixty (60) days from the date of closing title, and
the title company agrees to "except the lien but insure
against collection out of the premises."
2. The Purchaser represents that the Purchaser has
inspected said premises and is purchasing said premises "as
is" as of the date hereof, subject to reasonable wear and
tear. The Purchaser further represents that the Purchaser
has examined the premises agreed to be sold and is familiar
with the physical condition thereof. This contract, as
written, contains all the terms of the agreement entered
into between the parties, and the Purchaser acknowledges
that the Seller has made no representations, is unwilling to
make any representations and held out no inducements to the
Purchaser, other than those herein expressed, and the Seller
'is not liable or bound in any manner by expressed or implied
wsrranties, guarantees, promises, statements,
representations or information pertaining to the said
premises as to the physical condition, income, expense,
operation or to what use th.e premises can be applied,
including, but not limited to, any matter or thing affecting
or relating to the said premises, except as herein
specifically set forth. The Seller is not liable or bound
in any manner by any verbal or written statements,
representations, real estate broker's "set-ups" or
information pertaining to the above premises furnished by
any real estate broker, agent, employees, servant or other
person, unless the same are specifically set forth herein.
3. For the purpose of this agreement, the term "cost
of title examination" whenever it is referred to herein,
shall be defined as the expenses actually incurred by the
Purchaser for examination of title, but the 'cost of title
examination shall in no event exceed the amount which would
be charged by a title company which is a member of the New
York Board of Title Underwriters for examination of title to
the premises, without the issuance of policy.
4. This contract of sale may not be changed orally,
but only by an instrument in writing, signed by the party or
attorney representing said party, against whom enforcement
of any waiver, change, modification, discharge or
performance is sought.
5. Letters, receipts and/or vouchers signed by the
mortgagee or his agent, showing the payment of interest or
principal in reduction of the mortgage, shall be sufficient
to show the status of any mortgage to which the Purchaser
has agreed to take title subject to, provided same is
acceptable to title company insuring Purchaser.
6. It is specifically understood and agreed that this
contract is a single, indivisible contract, and that the
delivery and acceptance of the deed shall be considered full
compliance with all of the terms of this contract by the
Seller, and none of the terms shall survive the delivery and
acceptance of the deed, except those provisions which this
contract expressly states shall survive such delivery.
7. If any provision of any rider shall conflict with
any printed provision of this contract, the provision of the
rider shall control.
8. Any notice required or permitted to be given
hereunder shall be given to the Seller by personal delivery,
by certified or registered mail, return receipt requested,
Federal Express, or other reputable courier, with a copy to
the Seller's attorney, Canavan & Boehm, Attention: Brian B.
Boehm, Esq., 29 Park Avenue, Manhasset, New York 11030, and
to the Purchaser, by personal delivery, or by certified or
registered mail, return receipt requested, Federal Express,
or other reputable courier, with a copy to the Purchaser's
attorney, Gary Brunjes, Esq., Messrs. Van Nostrand & Martin,
53 Broadway, Amityville, New York 11701. Each such notice
shall be deemed to have been given when received, or
delivery refused. Any notice sent by Federal Express or any
other reputable overnight courier shall be deemed to have
been served at noon on the day following the sending.
Attorneys shall have the right to send notices on behalf of
their clients.
9. In the event that title is unmarketable, or if the
Seller cannot convey, or cause to be conveyed, in accordance
with the terms of this contract, subject to the encumbrances
herein specifically enumerated, the Purchaser shall, at his
election, have the right to accept such title as the Seller
(which is under no obligation whatsoever to take any steps
to render title marketable) is able to convey, or cause to
be conveyed, without any claim on the part of the Purchaser
for abatement for defects or objections; or the Purchaser
shall have the right to rescind this contract, upon which
rescission, pursuant to this paragraph, the sole liability
of the Seller will be to refund to the Purchaser the amount
paid on account of the purchase price and to pay the net
cost of examining the title, and the cost of survey if
obtained by Purchaser, and upon such refund and payment
being made, this contract shall be considered cancelled,
null, void and of no further force and effect and the Seller
shall then be under no obligation or liability whatever to
the Purchaser for any damages that the Purchaser may have
sustained by reason of the Seller's failure to convey title
hereunder. All title objections which can be removed by the
payment of money only in a fixed amount shall be removed by
Seller at closing.
10. If at the date of closing of title there are any
liens or encumbrances which the Seller is obligated to pay
and discharge, the Seller may use any portion of the balance
of the purchase price to satisfy the same, provided the
Seller shall have delivered to the Purchaser at the closing
of title instruments in recordable form and sufficient to
satisfy such liens and encumbrances of record, together with
the cost of recording or filing said instruments. The
Purchaser, if request is made within a reasonable time prior
to the closing of title, agrees to provide at the closing
separate certified or teller's checks as requested,
aggregating the amount of the balance of the purchaser price.
Same would be used to facilitate the satisfaction of any
such liens or encumbrances. The existence of any such tax
or other liens and encumbrances shall not be deemed
objections to title if the Seller shall comply with the
foregoing requirements.
11. It is understood that the Seller will not accept at
the time of closing any endorsed checks or third-party
checks. All certified and/or teller's checks presented at
the closing shall be made payable to the Purchaser and drawn
on the Purchaser's checking or savings account, for
endorsement to the Seller, or to the Seller directly, unless
advice to the contrary is given to the Purchaser. All
checks shall be drawn on New York State Banks.
12. The premises herein are sold subject to the
following:
(a) Those facts contained in the survey of Peconic
Surveyors & Engineers, P.C., dated July 25, 1986, and any
facts a subsequent survey may show provided same does not
render title unmarketable.
(b) Those facts contained in the title report of First
American Title Insurance Company, Title No. 131-S-0590, a
copy of which is attached hereto and made a part hereof.
13. The Purchaser may waive any condition inserted in
this contract for its benefit.
14. Ail promises, covenants, terms and conditions to be
performed by either party hereunder which, by their terms,
are not to be performed prior to the closing of title
hereunder, shall survive such closing and remain in full
force and effect.
within and are in__cclu.d~d ~thc Rc~l-Cen~l District as
~'~ ~-~: ..... thc ~ .... cc ~c ...... d.
16. The premises shall be delivered free of all
tenancies and occupancies.
17. Anything to the contrary notwithstanding, in the
event that any public assessable improvements shall have
been made or authorized by law, the liability for the
payment of said assessments shall be the Seller's
notwithstanding the fact that same shall not have been
entered or become an actual lien at the time of title
closing.
18. The submission by Seller of this contract to
Purchaser shalI' be deemed a submission solely for
Purchaser's consideration and not for acceptance and
execution. Such submission shall have no binding force or
effect and shall confer no rights nor impose any obligations
for Seller unless and until Seller shall have accepted and
executed this contract 'and delivered same to the Purchaser's
attorney.
19. At closing, Seller shall deliver to Purchaser an
appropriate certification to the effect that Seller is not a
"foreign person or corporation:" within the meaning of such
terms as defined in the Internal Revenue Code.
20. (a) Any omissions or errors made in the computation
or any apportionments at closing shall be corrected even
though discovery of such omissions or errors are
communicated to the other party within six months after
closing. Subject to the foregoing limit, reimbursement of
the appropriate amounts shall be made by Seller to Purchaser
or vice versa, as the case may be, promptly after
determination of the correction to be made.
(b) The net figure resulting from all adjustments
and apportionments shall, if in Purchaser's favor, allowed
as a credit towards the cash portion of the purchase price
due at closing from Purchaser, and, if in Seller's favor,
shall be paid by Purchaser to Seller at closing in addition
to the cash portion of the purchase price due at closing.
21. (a) Purchaser and Seller agree to comply timely
with the requirements of Article 31-B of the New York Tax
Law and all regulations of the Department of Taxation and
Finance ("State Tax Commission") applicable thereto
(collectively, "Gains Tax Law") in good faith and in such
manner as to avoid any postponement of the closing as herein
provided, or of the recording of the deed to be delivered at
the closing.
(b) Purchaser agrees to execute and deliver to
Seller, within five (5) business days after written request,
a duly executed Transferee Questionnaire showing the full
consideration to be paid to Seller by Purchaser.
(c) At the time of the closing, Seller from its
funds shall deliver to the Purchaser's title company, a
certified or teller's check payable to the order of the
State Tax Commission representing the appropriate tax
payment due from Seller as set forth in the official
Tentative Assessment and Return thereon duly executed by
Seller, or from the proceeds of this sale, if so requested
by Seller.
(d) Seller further agrees to promptly pay any
additional Gains tax, interest and penalty, if any, that may
be assessed after the delivery of such assignment and to
save Purchaser, and its assigns, if any harmless therefrom.
(e) The foregoing provisions pertaining to the
Gains Tax Law shall survive the delivery of such assignment
or other document evidencing a transfer.
Dated: ~a~y 30 , 1990
RICH~ND CREEK ASSOCIATES
SUFFOLK COUNTY WATER AUTHORITY
4
SCHEDULE A
Title No. 131-S-0590
ALL that certain plot, piece or parcel of land, Situate, lying
and being at Peconic, Town of Southold, County of Suffolk and State of
New York, bounded and described as follows:
BEGINNING
Northwesterly side
side of Hill Lane
at the corner formed by the intersection of the
of C.R. 48 Middle Road (North Road) and the Southerly
(Peconic Mill Road);
RUNNING THENCE from said point of beginning along the
Northwesterly side of Middle Road (North Road) South 24 degrees 2 minu-
tes 20 seconds West 370.20 feet to land now or formerly of Spartan
Holding Company;
THENCE North 67 degrees 22 minutes 18 seconds West 162.37 feet
along said land to a monument;
THENCE North 24 degrees 53 minutes 54 seconds East along land
now or formerly of Suffolk County, 425.31 feet to the Southerly side of
Mill Lane (Peconic Mill Road);
THENCE along the Southerly side of Mill Lane (Peconic Mill
Road) the following 3 courses and distances:
1. South 65 degrees 55 minutes 28 seconds East 110.00 feet;
2. South 53 degrees 26 minutes 36 seconds East 153.53 feet;
3. South 5 degrees 28 minutes 40 seconds East 46.02 feet to
the Northwesterly side of C.R. 48 Middle Road (North road) to the point
or place of BEGINNING.
Supplemental Rider to Contract
It is understood and agreed between the parties that the
purpose for the sale of the subject premises to the Suffolk
County Water Authority (SCWA) is for SCWA to construct a well
upon the premises, and for the Richmond Creek Associates (RCA) to
thereafter receive water from SCWA for its proposed subdivision
at real property known as Richmond Creek Farms, Suffolk County
Tax Map No. 1000-86-01-09. RCA has already applied to the Town
of Southold for subdivision approval for the Richmond Creek Farms
property into 42 separate building lots for one family homes, and
SCWA has applied, (or will apply shortly) to the State Department
of Environmental Conservation (DEC) for approval of construction
of its proposed well (or wells). It is the intention of the
parties that the purchase price of the subject premises
($105,000) shall be offset against the cost to SCWA of bringing a
water main to Richmond Creek Farms. The total cost to SCWA is
187,856, as shown on attached Exhibit A, "Estimate of Cost".
The Parties therefore agree as follows:
1. The sale of the subject premises is contingent upon the
following:
a. The approval by the DEC of SCWA's application for
the construction of a well on the subject premises.
b. The approval by the Town of Southold of RCA's
application for subdivision approval of Richmond Creek
Farms.
If either party's application is finally denied, this
contract shall be terminated, and neither party shall have any
rights against the other.
2. Each party will diligently process its application.
Each party will cooperate with the other party in the other
party's application when such cooperation is reasonably
requested.
3. Upon the issuance of both approvals referred to above
in paragraph 1 of this rider, the parties will promptly close
title to the subject premises. At the closing, the total
purchase price of $105,000 will be applied to the cost of
bringing the water main to Richmond Creek Farms of $187,856.00.
The total cost $187,856 of bringing the main to Richmond
Creek Farms shall be paid by RCA in installment payments as
follows: 1/3 upon commencement of the work, 1/3 upon completion
of one-half of the project, and the balance upon completion, with
RCA receiving a credit against the first installment of $62,619
and a credit of $42,381 against the second installment for the
sale price of the land.
4. Promptly after closing, SCWA will commence the work
necessary install its well or wells on the subject premises, and
to bring the water main to Richmond Creek Farms at a point on the
southwest corner of Mill Lane and the Main. SCWA will supply
sufficient water for the proposed 42 homes in the Richmond Creek
Farms subdivision. SCWA will proceed to diligently complete the
work, but in all events the work will be completed within two (2)
years from the date of the later of:
a. DEC approval of SCWA's well application; or,
b. the Town of Southold's approval of RCA's subdivision
approval.
5. RCA will be responsible for the installation of pipes,
mains and hydrants, etc., within the confines of Richmond Creek
Farms. RCA will install its pipes and mains according to SCWA's
usual specifications for subdivisions of this size. Upon
completion of the work within the subdivision, RCA will give to
SCWA, and SCWA will accept, whatever easements, rights of way,
etc., are necessary for SCWA to thereafter maintain the lines,
mains and hydrants, as part of its water supply system. SCWA
will thereafter supply water to owners of lots within Richmond
Creek Farms in the same amounts on the same terms offered to its
other residential consumers.
6. Ail provisions of this Supplemental Rider to Contract
shall survive closing of title.
Suffolk County Water Authority
/ v Member/
Richmond Creek Associates, by
Creek Associates, General
Par~er, by
Lon~ ~hore~evolpment Corp.,
~lanie~--c~ccl, President
2
C Ol-I NrI-'Y YVATEI
EXPENDITURE AUTHORIZATION
FOR ACCOUNTING OFFICE ONLY
D~D DF-$CP, iPTION ANE, FURP~bE
{I} Tolal E~limateO Cost (from reverse} $
(2) Meters & Services $
Less Costs Rmmbursed $ $..
[3) Backbone Planl ( x. ) $_
(4) Removal Cost Less Salvage $_
{5} Gross Investment $__
Deduct:
(6) Construction Advance $
(7) Less Service Connection
Refunds $ S,
(8) Net Aulhordy Inveslmenl $
(g) Approved Budgel --' 'Item NO ........... $_ -
(10) This Aulhoriz~hon $ ' ' '
(1 '1} Previously Approved $
Total Approved Io Dine
Eslimaled Increase m Revenues:
( 1 21. CusJomers al $
(13) Hydrants al $.
(14) Surcharge Bdlings
Eslimated Sawngs m Operating Expenses:
{I51
(1 6) .Gross Increase in Earn,ngs
Revenue Oeduchons,
(17) Operahng Expenses [
( I 8) Operating Income
{ 1 9) 96 Relurn on Nel lnveslmenl { 1 8.;-~J
{Before Deptecmhon)
Easemenl Requ~red No /
Rehrement Required NO ~
APPROVALS
Yes
Yes
19,
19
19
~TATE?F NEW YORK, COUNTY OF
'O'fi~t he day of
personally came
19, , before me
to me known to be the individual described in and who ex-
ecuted the foregoing instrument, and acknowledged that
executed the same.
STATE OF NEW YORK, COUNTY OF aa:
On thc day of 19, , before mc
personally came
to me known, who, being by me duly sworn, did depose and say
that he reside~ at No.
that he is the
of
, the corporation de;cribed
in and which executed the foregoing instimment; that lie knows
the seal of said corporation; that the seal affLxed to said instru-
ment is such corporate seal; that it was so affixed by order of the
board of directors of said corporation, arid'that he signed h
name thereto by like order.
STATE OF NEW YORK, COUNTY OF
On the day of
personal.ly came
19 , before me
to me known to be the individual described in and who ex-
ecuted the foregoing instrument, and acknowledged that
executed the same.
STATE OF NEW YORK, COUNTY OF
On the day of 19
personally came
to me known and known to me to be a partner in
before me
a partnership, and known to me to be the person described in
and who executed the foregoing instrument in the partnership
name, and said
duly acknowledged that he executed the foregoing instrument
for and on behalf of said partnership.
Closing of title under the within contract is hereby adjourned to 19. , at
o'clock, at ; title to be closed and ali adjustments to be made
as of 19
Dated, 19
For value received, the within contract and all the right, title and interest of'the purchaser thereunder are hereby a.~igned,
transferred and set over unto
and said assignee hereby assumes all obligations of the purchaser thereunder.
Dated, 19
Assignee of Purchaser
TITLE NO.
TO
SECTION
BLOCK
LOT
COUNTY OR TOWN,
PREMISES
Standard Form of New York
Board of Title Underwriters
Distributed by
I.[.:[IFE TITLE INSURANCE
Company of New Y~k
LL"LIFE TITLE INSURANCE
Company of New York
RETURN I~Y MAIL TO
THE OBSERVANCE OF THE FOLLOWING SUGGESTIONS WILL SAVE TIME
AND TROUBLE AT TtIE CLOSING OF THIS TITLE
The SELLER should bring with him all insurance policies and duplicates, receipted bills for taxes, assessments and
water rates, and any leases, deeds or agreements affecting the property.
When there is a water meter on the premises, he should order it read, and bring bills therefor to the closing.
If there are mortgages on the property, he should promptly arrange to obtain rite evidence requited under Paragraph 5
of this contract.
tlc should furnish to thc purchaser a full list of tenants, giving the ha.roes, rent paid by each, and date to which the rent
has been paid.
Tile PURCItASER should be prepared with cash or certified check drawn to lite order of tile seller. Tile check may
be certified for an approximate amount and cash may be provided for the balance of the settlement.
RICHMOND CREEK FAi{MS
Chronological History up to August 29, 1990
Oct. 21, 1975
Feb. 7, 1977
May 17, 1978
July 31, 1978
Letter notifying PB of intent to develop
former Skwara farm.
Additional plans submitted.
Revised maps submitted.
Sept. 20, 1978
May 16, 1979
May 29, 11979
July 5, 19.79
July 30, 1979
Nov. 2, 1979
Nov. 29, 1979
December
January 1980
January 1980
Jan. 24, 1980
Revised maps s'~bmitted,
meeting.
excluded.
Developer submits cluster maps.
PB asks TB if cluster is ok.
TB oked cluster concept on June 26, 1979.
PB notes problems with map.
Revised maps submitted pursuant to July
letter.
PB declares itself lead agency.
Dispute over yield and cluster calculations.
State DEC requires a permit.
Letter from SCDHS notes that obtaining
potable water may be a problem due to high
nitrate levels.
June 2, 1980
July 20, 1981
August 1981
Nov. 9, 1981
Dec. 8, 1981
April 12, 1982
May 10, 1982
June 15, 1982
July 9, 1982
July 22, 1982
Aug. 20, 1984
Sept. 25, 1984
March 26, 1985
April 1, 1985
Sketch approval granted to 7/14/78 map
(amended 5/14/80) subject to open space
being designated as park & playground (Seqra
process was never finished).
Fee paid (Receipt date) May 19, 1981 date of
letter with fee and application form.
Receipt date is not noted.
Seqra process started again. Maps
redistributed. Project is unlisted; initial
determination: non-significant (based on
short form).
PB grant sketch approval to ? PB sends to
TB for approval of cluster.
TB approves cluster concept (again!).
Public hearing on preliminary maps. Recessed.
Public hearing on preliminary maps.
PB grants preliminary approval.
SCDHS schedules hearing date for an appeal
in July, then resched~les to August.
PB receives notice of DEC permit application
for seven lots on wetlands that are less
than 40,000 sq. ft. in area.
PB recommends denial of relief to Richmond
Creek Farms. Final application was not made
within 180 days of preliminary approval.
TB grants relief from 2 acre zoning (1983).
Petitioner claimed they were still providing
information to the Suffolk County Department
of Health Services.
PB asks Town Attorney if map can be changed
from cluster to standard given that relief
from 2 acre zoning was granted on cluster.
TA responds that relief from TB was not
needed since preliminary hearing and
approval was prior to May 20, 1983. Also,
that another hearing should be held if map
is to be changed from cluster to standard
layout.
July 2, 1985
Emilita notes that he feels that if map is
changed, 1 acre zone is lost.
Nov. 18, 1985
Jan. 27, 1986
PB approved sketch map for cluster concept
(10/15/85 map) subject to revising Wells Rd.
by eliminating the "T" intersection.
PB rescinds sketch approval. Asks for intent
re: a marina for these lots.
Jan. 21, 1986
New York State Department Of State comments
on application for Army Corps Of Engineers
permit for a marina on Richmond Creek.
Jan. 3, 1986
Jan. 29, 1986 -
March 6, 1986
March 10, 1986
New York State Department of Environmental
Conservation comments (mostly negative).
Correspondence from Trustees to DEC or
applicant noting that application for marina
& dredging is not complete.
Revised maps sent to PB minus docking
facilities & with revisions (open space to
Wells Road).
March 18, 1986
Marina plan withdrawn from Trustees by
applicant.
March 25, 1986
DEC opposes 6 undersized lots along
waterfront.
March 24, 1986
PB takes lead agency; grants sketch approval
to 3/7/86 map.
May 2, 1986
May 1, 1986
Bruer sets forth standstill scenario.
Long EAF sent in.
May 1, 1986
May 30, 1986
July 8, 1986
Project determined to be Type I and positive
declaration was initial determination.
Trustees ask for 50' Row access to water and
filtration of drainage and road runoff.
SCDHS says water is polluted: community
system needed.
July 14, 1986 PB issues a positive declaration.
Aug. 4, 1986
Jan. 15, 1987
April 20, 1987
April 28, 1987
June 16, 1987
July 8, 1987
Aug. 3, 1987
Nov. 13, 1987
Aug. 25, 1988
Sept. 7, 1988
Sept. 30, 1988
Oct. 3, 1988
Scoping session.
Bruer writes that EIS is being written: and
they are working with Greenport for water.
DEIS submitted.
Bruer writes to ask if DEIS has been
reviewed; Is it satisfactory?
Bruer again asks for PB's co~ents on DEIS.
Emilita submits this review of DEIS to PB.
Supplement needed before public review.
Planning Board accepts Emilita's review.
Asks for supplemental DEIS.
Owner's environmental consultant notifies
Planning Board that he is still working on
supplement.
Richmond Creek declared a Critical
Environmental Area by Southold Town Trustees.
Letter sent to Suffolk County Water
Authority asking if they had before them an
application to provide public water.
Letter sent to Rudolph Bruer, attorney for
the subdivision owners, asking fer update on
status of negotiations with Greenport for
water. His last correspondence was January
15, 1987.
Bruer responds that water service contracts
with Village "should be signed within a
short period of time."
Suffolk County Water Authority responds.
They have no application before them by
either subdivision or Village.
Aug. 22, 1990 Bowman sends letter confirming meeting of
8/90 and asks for determination of status.
9'T~9 -~
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RECEIVED BY
~OUTHDLO TOWel PC~i~ll~O I~O~D
Co~\G
16,0
~'°now .~ or formedy Estate
Simon
of Chofles ,=.o
n/f
Thomas 8, Dace
Grelton
now or formerly
SiTE
LOCATION MAP
Minor
Lot 3
,-%
Subdivision
Lot 2
LINE
-- Estate of
Lot I
10 -~ A6~F~J
I~IJIL-I:
EMVELOPE
/
//~,ooo,b.~
John i~ Norma Mehrman
I
( /'
/
/
~U~PlVI(~IOLI eI(ETbI-I
PREPARED FOR
THOMAS CANAVAN
ATPECONICL
f
TOWN OF SOUTHOLD
SUFFOLK COUNTY, N.Y
SCALE I"= I00'
MAY 29, 1985
/='LAM
?ECoN~C h. ~
n/f ,
Thomas 8, Dace
Graflen
now or fOrmerly
John B Brush, dr. 8
Helen Pirog
SITE
LOCATION MAP
13,0
~ or formerly Estate
of Charles ,=.o Simon
SubdwJsb~-"RiChmond Shores At Peconlc~, - -- -
Surf, Co, F~le No. 6873
NOTE:
I BUFF CO TAX MAP NO
DIST I000 SECT 86 BKOI LOT 09 ,
e TOPOGRAPHY SHOWN HEREON IS FROM "TOP~GRAPHIC MAP-
FIVE EASTERN TOWNS"PREPARED FOR THE BUFF CO DEPT
OF PUBLIC WORKS
S THIS MAP WAS PREPARED FROM SURVEY BY RODERICK VAN TUYL
ON JULY 14,1978
Minor
Subdivision -
Lot 3
5LLI~TEI~ ~U~PIVI~I~/d ¢,ALGULATIE~
OITE ~ATA
Total Ar¢~
Estate of
Lm 2
Charles
Lot I
Si mon
lO0 50 0
off'Ed rPPAO~
I0 ~' A6~ E~
t00 200 300
R~cHMOND
-5¸
/Robert 8, Maureen/ Mauree~/fRingold / John 8, Norma /
/ Ri~ngold / I/ Mehrman /--
I! ' x i ~ I/ ,/
!
REVISED=
OCT. 16,1985
SEPT. 19,1985
11.5
ELiVELOPE ~
-- LI ME ~F. TI[TAL
AP'?R~XJMATE
fll~N WATER MAKK
oU DIVI¢IOIU
¢¢ ETOH PLAtd
AT PECONIC
TOWN OF SOUTHOLD
SUFFOLK COUNTY, N.¥
SCALE I''= I00'
MAY 29, 1985
FA MD
YOUNG &YOUNG,RIVERHEAD, N Y.
ALDEN W. YOUNG~ N YS.R E.I~ LS. NO. I,?.645
H?~/ARD W. YOUNe~ NYS. L.S. NO. 45893
Z
MO, ~5-54~.~ ~ooo5
140'
~5~. oo'
N21°lO'20''W
n/f
Thomas&
Grattan
now Or forrnerJ
0
Subd/visio~-"Richmond ~-. ~
Surf. 64) m _ o-Ores At ~ -
. rue No, 6873 Pec°mc~' ~'-- ~
NOTE,
SUFF GO TAX MAP NO,
DIST I000 SECT 86 B~OI LOT 09
2 TOPOGRAPHY SHOWN HEREON IS FROM"TOP~6RAPHIC MAP-
FIVE EASTERN TOWNS"PREPARED FOR THE SUFF CO DEPT
OF PUBLIC WORKS.
E THIS MAP WAS PREPARED FROM SURVEY 8Y RODERICK VAN TUYL
ON JULY 14~978
KEY MAP
SCALE': I"= 600'
5.00'
~:LUCTE~' ~UI~P/VI~I~/d ¢.ALGULATIOFd
100 50 0
SCALE IN FEET
® ITE PATA
TIE LINE
[
RICHMOND cREEK
[~IJILPlM~ °°°+B~
OF'ELI
HIGH WATEE ~AEK
2.0
.. ]
200 300
REVISED:
00% 15, 1985
SEPT, [9, 1985
DUI DIVI¢IOM
C KETOH
PLAM
IGHMOMD 6E'EEK
FAR'MC
AT PECONIC
TOWN OF SOUTHOLD
SUFFOLK COUNTY, N
SCALE I"= I00'
MAY 29, 1985
YOUNG ~ YOUNG, RIVERHEAD, N.y
ALDEN ~ YOUNG~ N.~SRE.& L.S. NO. 12-845