HomeMy WebLinkAboutMattitick Park District to Town of SoutholdWILLIAM M. DUFFY
TOWN ATTORNEY
bill.duffy@town.southold.ny.us
STEPHEN F. KIELY
ASSISTANT TOWN ATTORNEY
stephen.kiely@town. southold.ny.us
LORI M. HULSE
ASSISTANT TOWN ATTORNEY
lori.hulse@town. southold.ny.us
SCOTT A. RUSSELL
Supervisor
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD
July 28, 2015
David B. Prokop, Esq.
131 Route 25A, Suite 2
Rocky Point, NY 11778-9098
RE: Mattituck Park District to Town of Southold
Premises: 630 Pike Street, Mattituck, NY
SCTM #1000-140-3-5
Dear Dave:
Telephone (631) 765-1939
Facsimile (631) 765-6639
RECEIVED
JUL 2 8 2015
Southold Town Clerk
Enclosed please find two (2) counterparts of the Purchase and Sale
Agreement, which have been executed by Supervisor Russell, in connection with
the above -referenced transaction. Kindly provide the undersigned with a fully
executed, original Agreement when available.
Please note that the Town Board has authorized the retention of John
Ehlers to update the survey regarding the subject premises.
If you have any questions regarding this matter, please do not hesitate to
contact us.
Very truly yours,
4Z
William M. Du y
Town Attorney
WMD/lk
Enclosures
cc: Elizabeth A. Neville, Town Clerk
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT (the "Agreement") made as of this _ day of
, 2015 by and between
MATTITUCK PARK DISTRICT, having an address at 11280 Peconic Bay Blvd., Mattituck,
New York, 11952 (hereinafter referred to as the "Seller") and
THE TOWN OF SOUTHOLD, having an address at 53095 Main Road, Southold, New York
(hereinafter referred to as the "Buyer").
SALE OF PROPERTY
Seller agrees to sell and convey and Buyer agrees to purchase, subject to the terms and
conditions of this Agreement, all that certain piece, parcel or tract of land located in the Town of
Southold, County of Suffolk and State of New York, vacant, in its as is condition, as more fully
described on Schedule "A" annexed hereto, and known as 630 Pike Street, Mattituck, New York
11952 (SCTM # 1000-140-3-5) together with 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 open or proposed in front of or
adjoining said premises to the centerline thereof (hereinafter collectively called the "Premises").
2. PURCHASE PRICE
The purchase price ("Purchase Price") for the Premises is TWO HUNDRED THIRTY
THOUSAND AND 00/100 ($230,000.00) Dollars which shall be payable on the Closing Date by
cash, bank check, drawn to the order of Seller or as Seller shall direct, on a bank which is a
member of the New York Clearing House Association, or by federal fund wire transfer to an
account or accounts designated in writing by Seller.
3. TITLE AND CONVEYANCE
(a) On the Closing Date, Seller shall give and Buyer shall accept such title as any reputable
title company doing business in New York State which shall be willing to approve and insure in
accordance with its standard form of title policy approved by the New York State Insurance
Department, subject only to the matters provided for in this contract. The Premises shall be
conveyed by Bargain and Sale Deed, with covenant against Grantor's Acts (the "Deed") in proper
form for recording, which shall be properly executed and acknowledged so as to convey to Buyer
a fee simple title, to the Premises such title to be free, clear and unencumbered subject only to the
following covenants, easements, exceptions, agreements and encumbrances (collectively, the
"Permitted Encumbrances"):
1. any state of facts which an accurate current survey of the Premises or a personal
inspection would reveal, provided same does not render title unmarketable (variations, if any,
between (i) tax lot lines and the record lines, (ii) fences and record lines and (iii) the legal
description set forth on Schedule "A" annexed to this Agreement and the tax map description
thereof, provided such variations are de minimis and do not render title to the Premises
uninsurable at regular rates without the payment of additional premiums).
2. covenants, easements, conditions, restrictions, reservations, agreements and
encumbrances of record;
3. such matters as the Buyer's title company shall be willing, without special premium, to
omit from exceptions to coverage;
4. real estate taxes, water charges and sewer rents which are a lien but not yet due and
payable, subject to proration and adjustment in accordance with the terms hereof;
5. any laws, rules, regulations, statutes or ordinances affecting the Premises, including,
without limitation, those relating to zoning and land use;
6. any utility company rights, easements and franchises to maintain poles, lines, wires,
cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Premises; and
7. any installment not yet due and payable of assessments imposed after the date hereof
and affecting the Premises or any portion thereof.
8. Temporary License Agreement with Charles Zahra and Jean T. Zahra dated February
22, 1986 and attached hereto as Schedule `B".
(b) Title to the Premises shall be such as will be insured by any reputable title insurance
company licensed to do business in the State of New York (the "Title Company") pursuant to the
standard stipulations and conditions of the most current standard ALTA form of Owner's Title
Insurance Policy in use in the State of New York, subject only to the matters set forth in
subparagraph (a) above.
(c) Unpaid franchise taxes of any corporation in the chain of title shall not constitute an
objection to title, provided, that on closing of title, Seller makes such deposit or guarantee as
might be reasonably required by the Title Company and the policy of title insurance issued by
the Title Company insures against the collection thereof out of the Premises.
4. APPORTIONMENTS AND ADJUSTMENTS
(a) The following apportionments shall be made between the parties at the Closing as of
midnight of the day preceding the Closing Date:
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(i) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis
of the fiscal period for which assessed, except that if there is a water meter on the Premises, then
apportionment at the Closing shall be based on the last available reading, subject to adjustment
after the Closing when the next reading is available.
(ii) All other adjustments as are usual in a real estate closing in accordance with the
customs and practice for title closings established by the Real Estate Board of New York, except.
if specifically set forth to the contrary.
(b) If, on the Closing Date, the Premises or any part thereof is affected by any assessment
which is payable in installments, then Seller shall be responsible for any installments that shall
become due and payable prior to the Closing Date, and all unpaid installments of such
assessment which become due and payable on or after the Closing Date shall be the obligation of
the Buyer.
5. FINANCING CONTINGENCY
Closing of title is subject to Buyer procuring financing through a municipal bond to cover the
sales price and closing costs and if not obtained within ninety (90) days of the date of this
Agreement, then Seller may elect to (i) terminate this Agreement or (ii) extend the financing
contingency period for an additional time acceptable to Buyer.
6. ACCEPTABLE FUNDS
All money payable under this contract, other than the purchase price, payable at Closing, shall be
paid by:
(a) Cash or uncertified check of Buyer, but not over $1,000.00;
(b) Good official check issued by any bank, savings bank, trust company or savings and loan
association having a banking office in the State of New York, unendorsed and payable to the
order of Seller, or as Seller may otherwise direct upon reasonable prior notice (by telephone or
otherwise) to Buyer;
(c) As otherwise agreed to in writing by Seller or Seller's attorney.
7. REPRESENTATIONS WARRANTIES AND AGREEMENTS OF BUYER
(a) This Contract constitutes the legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms and that the person signing the Agreement has been
duly authorized by the Buyer to do so.
(b) Neither the Buyer nor any of its affiliates, nor any of its affiliates' respective officers,
directors, agents, partners, members, controlling entities and employees is a country, individual
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or entity named on the Specifically Designated National and Blocked Persons (SDN) list issued
by the Office of Foreign Asset Control of the Department of the Treasury of the United States of
America.
(c) To Buyer's knowledge, no action, suit, claim, investigation or proceeding, whether legal
or administrative, or in mediation or arbitration, is pending or threatened, at law or in equity,
against Buyer before or by any court or Federal, State, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, which would prevent Buyer
from performing its obligations pursuant to this Contract, and there are no judgments, decrees or
orders entered on a suit or proceeding against Buyer, an adverse decision in which might, or
which judgment, decree or order does, adversely affect Buyer's ability to perform its obligations
pursuant to, or Seller's rights under, this Contract, or which seeks to restrain, prohibit, invalidate,
set aside, rescind, prevent or make unlawful this Contract, the carrying out of this Contract or the
transactions contemplated hereby.
(d) To Buyer's knowledge, the execution and delivery of this Contract and the performance
by Buyer of its obligations hereunder do not and will not conflict with or violate any law, rule,
judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi -
governmental entity with jurisdiction over Buyer (including, without limitation, the United States
of America, the State of New York or any political subdivision of either of the foregoing), or any
decision or ruling of any arbitrator to which Buyer is a party or by which Buyer is bound or
affected.
(e) SUBJECT TO ITS DUE DILIGENCE AS SET FORTH HEREIN BUYER IS
PURCHASING THE PREMISES "AS IS" AND WITH ALL FAULTS. BUYER SHALL HAVE
NO RECOURSE WHATSOEVER AS AGAINST SELLER HEREUNDER (OR ANY
AFFILIATE THEREOF), IN EITHER SELLER'S INDIVIDUAL AND/OR
REPRESENTATIVE CAPACITY, OR SELLER'S AGENTS, ACCOUNTANTS,
ATTORNEYS, EMPLOYEES, SUCCESSORS AND/OR ASSIGNS (collectively, "Seller's
Representatives").
(f) Seller shall have no responsibility whatsoever for any defects in the physical condition of
the Premises (or any portion thereof) (collectively, "Defects"). Further, Seller shall have no
responsibility whatsoever for any condition at, on, under or within the Premises which shall
constitute a violation of any laws, municipal ordinances, regulations, orders or requirements of
any of the department of buildings, fire, labor and health or other Federal, state, county, .
municipal or other governmental or quasi -governmental agency, department, commission or
bureau having jurisdiction over the Premises. In the event that any governmental certificates or
approvals are required by any Federal, State, county or local governmental or municipal
authority, or agency, before the Premises may be transferred by Seller to Buyer, or used or
occupied by Buyer, Buyer, at Buyer's sole expense, shall have the obligation to secure such
certificates and approvals, and Buyer shall be responsible for all costs incidental thereto (except
with respect to any certificates required as conditions precedent to the Seller's right or authority
to transfer title, including any required estate tax releases). Buyer agrees to indemnify and hold
Seller, and Seller's Representatives, harmless with respect to any such costs or expenses, which
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indemnification shall include any legal fees, court costs and any liabilities of any nature
whatsoever arising in connection with this indemnity.
(g) (1) Neither Seller, nor Seller's Representatives, has made any verbal or written
representations or warranties whatsoever with respect to the physical condition or operation of
the Premises, any Environmental Condition (as defined below) at, on, under or within the
Premises, the revenues and expenses generated by and associated with the Premises, the zoning,
building and other governmental, municipal or other laws, regulations, ordinances and rules
applicable thereto, or the compliance by Seller or the Premises therewith, (2) Buyer has not
relied, nor will it rely, on any such representations made or to be made by Seller, or by Seller's
Representatives, and (3) Buyer acknowledges that no other or further representations or
warranties have been made by Seller, or Seller's Representatives with respect to the Premises nor
the subject hereof. Buyer expressly acknowledges that neither Seller, nor any of Seller's
Representatives, has made any oral or written representations or warranties, whether expressed
or implied, by operation of law or otherwise, with respect to the Premises or any due diligence
materials or any statements or information contained therein or related thereto. Buyer further
acknowledges that all materials relating to the Premises which may have been provided by or on
behalf of Seller have been provided without any warranty or representation, expressed or
implied, as to their content, suitability for any purpose, accuracy, truthfulness or completeness,
and Buyer shall not have any recourse against Seller or Seller's Representatives, or the preparers
of any such information, in the event of any errors therein or omissions therefrom. Buyer
expressly acknowledges that (i) some of the information and materials available with respect to
the Premises are dated, (ii) circumstances or the state of facts reflected in such information and
materials may have changed subsequent to the preparation of such information and materials,
and (iii) Buyer has had, or shall have in accordance with the terms hereof, the opportunity to
verify independently any information it deems relevant.
(h) Buyer is taking title to the Premises without any recourse whatsoever against Seller,
and/or Seller's Representatives, in connection with any Defects at, on, under or within the
Premises, any Environmental Condition (as defined below) at, on, under or within the Premises,
and any violation and/or other condition or fact with respect to the Premises, and Buyer hereby
waives any and all claims, actions or rights of indemnification, contribution or other rights it may
have (now or in the future) against Seller, and Seller's Representatives, for any and all liabilities,
losses, damages, claims, fines, penalties, cross-complaints, costs and expenses (including,
without limitation, actual attorneys' fees and any clean-up, remediation or monitoring costs or
claims asserted by any individual or entity) arising out of, incident to, or in any way relating to
(i) any Defects at, on, under or within the Premises, (ii) any Environmental Condition at, on,
under or within the Premises, and (iii) any violation or other condition or fact with respect to the
Premises.
(i) As used in this Contract, the term "Environmental Condition" means any condition
respecting the Premises of any nature, including, without limitation, the existence of any
hazardous materials or substances, and other environmental conditions and/or violations of
Environmental Laws (as defined below), at, on, under or within the Premises, or the migration of
hazardous materials or substances from the Premises in, on or under any adjacent property. As
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used in this Contract, the term "hazardous materials or substances" means (i) hazardous wastes,
hazardous substances, hazardous constituents, toxic substances or related materials, whether
solids, liquids or gases, including, but not limited to, substances defined as "hazardous wastes,"
"hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive
materials," or other similar designations in, or otherwise subject to regulation under, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
42 U.S.C. §960 I et seq.; the Toxic Substance Control Act, 15 U.S.C. §2601 et seq.; the
Hazardous Materials Transportation Act, 49 U.S.C. §1802; the Resource Conservation and
Recovery Act, 42 U.S.C. §6901, et seq.; the Clean Water Act, 33 U.S.C. §1251 et seq.; the Safe
Water Drinking Act, 42 U.S.C. §300f et seq.; the Clean Air Act 42, U.S.C. §7401 et seq.; all
other laws, rules, regulations and policies concerning environmental matters and affecting or
relating to the Premises; and in any permits, licenses, approvals, plans, rules, regulations or
ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws
or other similar Federal, state or local laws, regulations, rules or ordinances now or hereafter in
effect relating to environmental matters (collectively, the "Environmental Laws"); and (ii) any
other substances, constituents or wastes subject to any applicable Federal, state or local law,
regulation or ordinance, including any Environmental Law, now or hereafter in effect, including,
but not limited to, petroleum, refined petroleum products, waste oil, waste aviation or motor
vehicle fuel and asbestos.
0) All of the representations contained in this Paragraph (including subparagraphs (a)
through (i) inclusive) shall be true as of the date of Closing, and shall survive the Closing and the
delivery of the Deed hereunder.
8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER
Seller expressly represents and warrants to Buyer as follows:
(a) This Contract constitutes the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms. Seller has taken and shall take all necessary action to
authorize and approve the execution and delivery of this Contract, and the consummation of the
transactions contemplated by this Contract.
(b) To Seller's knowledge, no action, suit, claim, investigation or proceeding, whether legal
or administrative, or in mediation or arbitration, is pending or threatened, at law or in equity,
against Seller before or by any court or Federal, state, municipal or other governmental
department, commission, board, bureau, .agency or instrumentality, which would prevent Seller
from performing its obligations pursuant to this Contract.
(c) To Seller's knowledge, the execution and delivery of this Contract and the performance
by Seller of its obligations hereunder do not and will not conflict with or violate any law, rule,
judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi -
governmental entity with jurisdiction over Seller or any decision or ruling of any arbitrator to
which Seller is a party or by which Seller is bound or affected.
9. NO DUTY TO REPAIR
It is understood and agreed that Seller is under no obligation or duty to alter or change, or do
anything towards the improvement or repair of the Premises (or any portion thereof).
10. DUE DILIGENCE
This Contract of Sale is subject to the Buyer conducting a detailed due diligence examination of
the feasibility of the Premises and its use including an engineer's inspection and a Phase I test
commencing on the date that the within Contract duly executed is received by the Buyer's
attorney. In the event that the Buyer conducts any inspection or test of the Premises, Buyer will
restore the property and Premises after completion to the condition that it existed prior to the
conducting of such inspection or test and will provide evidence of liability insurance in the
amount of ONE MILLION and 00/100 ($1,000,000.00) DOLLARS prior to the commencement
of any such inspection or test. Seller shall cooperate with the reasonable requests of the Buyer.
Buyer indemnifies and agrees to defend and hold Seller harmless from any loss, cost (including,
without limitation, reasonable attorneys' fees), claim or damage caused by the inspection or test
of the Premises by Buyer, its agents, consultants or representatives. In the event the Buyer
cancels this Contract, all materials and documents provided to the Buyer shall be returned
forthwith to the Seller together with any reports, documents or the like relating to the within
Premises or its use. In the event the Buyer notifies the Seller and Seller's counsel that it is not
satisfied with its due diligence, then provided such notice is given to the Seller and Seller's
attorney on or prior to forty-five (45) days after Buyer's attorney's receipt of a fully executed
Contract of Sale, then this Contract shall be cancelled. Thereupon the liabilities of the parties
shall terminate except as otherwise set forth herein. In the event the aforesaid notice of
cancellation is not timely received, this Contract shall not be conditioned on any results of
findings discoverable by a due diligence inspection and this clause shall be deleted and removed.
Seller shall have the option to remediate any issues shown in the Phase I report prior to Buyer
cancelling this Contract.
11. DAMAGE AND DESTRUCTION: CONDEMNATION
The provisions of Section 5-1311 of the General Obligations Law of the State of New York shall
govern risk of loss in the case of damage, destruction or condemnation. The foregoing
notwithstanding, in the event of condemnation, Buyer shall nonetheless have the right to
thereupon consummate the sale of the Premises contemplated under this Contract at Closing,
and, upon Closing, Seller shall assign any condemnation award (or its right to receive such
award) to Buyer.
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12. CLOSING
The conveyance of title to the Premises (the "Closing") shall take place on a mutually agreed
date and time within fifteen (15) days of receipt by each party of evidence of satisfactory
compliance with all conditions for Closing as set forth in this Agreement.
13. OBJECTIONS TO TITLE: FAILURE OF SELLER OR BUYER TO PERFORM
(a) Promptly after the execution hereof, Buyer, at its sole cost, shall make application to the
Title Company for its commitment to insure the Buyer's title to the Premises subject only to
those matters set forth in Article 3 of this Agreement. Buyer shall cause the Title Company to
send a title report or certificate of title to Seller's attorneys simultaneously with the delivery of
same to Buyer or its attorneys.
(b) If at the date set for the Settlement Seller is unable to convey to the Buyer title to the
Premises subject to and in accordance with the provisions of this Agreement or is unable to
fulfill any condition precedent to Buyer's obligations under this Agreement or if any
representation by Seller hereunder shall not be true and correct in all material respects required
to be true at closing, Seller shall be entitled, upon written notice delivered to Buyer at or prior to
such date, to a reasonable adjournment of no more than sixty (60) days to enable Seller to convey
such title or fulfill any such condition under this Agreement. If Seller does not elect to adjourn
the Settlement, or if at the adjourned date Seller is unable to convey title in accordance with the
provisions of this Agreement, then either (i) Buyer may terminate this Agreement by written
notice delivered at or prior to the date originally fixed for Settlement or the adjourned date,
whereupon this Agreement shall terminate and neither party shall have any obligations of any
nature to the other hereunder or otherwise except that (a) matters that are expressly provided
herein to survive the termination of this Agreement shall survive, and Seller shall pay the survey
charges incurred by Buyer, or (ii) Buyer may elect, as permitted by Section 13.03, to take such
title as Seller is able to convey. This Agreement shall not be deemed to require Seller (1) to .
institute any legal action or proceeding to remove any defects in or objections to title or to fulfill
any condition of the performance of this Agreement or (2) to expend any moneys to remove any
defects or objections to title except that Seller shall be obligated to satisfy mortgages and other
liquidated liens.
(c) If at Closing there are other liens or encumbrances that Seller is obligated to pay or
discharge, Seller may use any portion of the cash balance of the purchase to pay or discharge
them, provided Seller shall simultaneously deliver to Buyer at Closing instruments in recordable
form and sufficient to satisfy such liens or encumbrances of record, together with the cost of
recording of filing said instruments. As an alternative Seller may deposit sufficient monies with
the title insurance company employed by Buyer acceptable to and required by it to assure their
discharge, but only if the title insurance company will insure Buyer's title clear of the matters or
insure against their enforcement out of the Premises and will insure Buyer's Institutional Lender
M.
clear of such matters. Upon reasonable prior notice (by telephone or otherwise), Buyer shall
provide separate certified or official bank checks as requested to assist in clearing up these
matters.
(d) If the Premises shall, at the time of Closing, be subject to any liens, such as for judgments
or transfer, franchise, license or other similar taxes, or any encumbrances or other title
exceptions which would be grounds for Buyer to reject title hereunder, the same shall not be
deemed an objection to title provided that, at the time of Closing, the Title Company will issue or
bind itself to issue a policy which will insure Buyer against collection thereof from or
enforcement thereof against the Premises for a premium computed at regular rates. The
existence of any such liens or other defects at the Closing shall not be deemed defects in or
objections to title if Seller shall deliver at the Closing instruments in form sufficient to satisfy the
same.
14. CLOSING COSTS
Seller shall pay the New York State Real Estate Transfer Tax and the costs to record any
documents necessary for Seller to convey clear title. Buyer shall pay the costs of examination of
title and any owner's policy of title insurance to be issued insuring Buyer's title to the Premises,
as well as all other title charges and all other costs or expenses incident to execution or
recordation of documents required in order to transfer title to the Premises and record any
document given in connection with the conveyance
15. NOTICES
(a) All notices, demands, requests or other communications (collectively, "Notices") required
to be given or which may be given hereunder shall be in writing and shall be sent by (a) certified
or registered mail, return receipt requested, postage prepaid, or (b) national prepaid overnight
delivery service, or (c) telecopy or other facsimile transmissions (followed with hard copy sent
by national prepaid overnight delivery service), or (d) personal delivery with receipt
acknowledged in writing, directed as follows:
if to Seller:
Mattituck Park District
Attn: David B. Prokop, Esq.
131 Route 25A, Suite 2
Rocky Point, New York 11778-9098
if to Buver:
William M. Duffy, Esq., Town Attorney
Town of Southold
P.O. Box 1179
Southold, NY 11971-0959
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(b) Any Notice so sent by certified or registered mail shall be deemed given on the date of
receipt or refusal as indicated on the return receipt. Any Notice sent by telecopy or other
facsimile transmission shall he deemed given when sent. All other Notices shall be deemed
given when actually received or refusal by the party to whom the same is directed. A Notice
may be given either by a party or by such party's attorney. Seller and Buyer may designate, by
not less than five (5) business days' notice given to the other in accordance with the terms of this
paragraph, additional or substituted parties to whom Notices should be sent hereunder.
(c) Any notice may be given on behalf of any party by its counsel. Notices given in the
manner aforesaid shall be deemed sufficiently served or given for all purposes under this
Agreement upon the earliest of (i) actual receipt or refusal by the addressee, or (ii) three (3)
business days following the date such notices, demands or requests shall be deposited in any Post
Office, or branch Post Office regularly maintained by the United States Government, or (iii) one
(1) business day after delivered to the nationally recognized overnight courier service, as the case
may be.
16. SUBMISSION OF CONTRACT
The submission of this Contract to Buyer shall not, in any manner, obligate Seller. This Contract
shall not bind Seller until executed by Seller and Buyer and one executed original has been
returned to Buyer's attorney.
17. ACCEPTANCE OF DEED
The acceptance of the Deed by Buyer shall be deemed to be full performance and discharge of
every agreement and obligation on the part of Seller to be performed pursuant to the provisions
of this Contract or otherwise and shall further be deemed an acknowledgment by Buyer that all
pre-closing investigations and due diligence matters deemed necessary by Buyer have been
completed to the satisfaction of Buyer.
18. DEFAULT
(a) If Buyer shall default in the payment of the purchase price, or if Buyer shall otherwise
default in the performance of any of the other terms and provisions of this Contract on the part of
Buyer to be performed, Seller shall have the right to specific performance of Buyer's obligations
hereunder.
(b) Anything in this Contract to the contrary notwithstanding, if Seller defaults hereunder for
any reason, other than Seller's willful default or refusal to close, in lieu of prosecuting an action
for damages or proceeding with any other legal course of conduct, the right to bring such actions
or proceedings being expressly and voluntarily waived by Buyer following and upon advice of
its counsel, Buyer, to the extent legally permissible, shall have the right to seek to obtain specific
performance of Seller's obligations hereunder, provided that any action for specific performance
shall be commenced within fifteen (15) days after Seller's default. It is understood and agreed by
the parties hereto that the liability hereunder of Seller and each of its advisors, attorneys and
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agents, as the case may be, for any relief shall be limited to specific performance of the Seller's
obligations hereunder. Neither Seller nor any of its advisors, attorneys, agents or Seller's
Representatives, shall have any personal liability or obligation hereunder and no other property
or assets of Seller shall be subject to levy, execution or other enforcement procedure for the
satisfaction of Buyer's claims or any judgments or orders against Seller.
19. WAIVER OF TRIAL BY JURY, ETC.
SELLER AND BUYER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE
RELATING TO THIS CONTRACT.
20. ASSIGNMENT
This Agreement shall not be assigned or otherwise transferred by either party under any
circumstances.
21. CONTINGENCY
Closing of title is subject to the Seller procuring New York State legislative approval for this
transaction and if not obtained within ninety (90) days of the date of this Agreement, then the
Seller shall have the option to (i) extend the period for an additional reasonable period of time to
permit the legislation to be formerly adopted when the legislature reconvenes after its 2015
extended recess which time period is acceptable to Buyer or (ii) terminate this Agreement.
Closing of title is subject to the approval by referendum for this transaction by the residents of
the Mattituck Park District. If the referendum does not pass on the first attempt, then at the
discretion of the Seller, the Seller may either (i) terminate this Agreement or (ii) schedule a
second referendum and if the second referendum fails; then this Agreement may be terminated
by either party.
22. MISCELLANEOUS PROVISIONS
(a) This Agreement embodies and constitutes the entire understanding between the parties
with respect to the transaction contemplated herein, and all prior agreements, understandings,
representations and statements, oral or written, are merged into this Agreement. Neither this
Agreement nor any provision hereof may be waived, modified, amended, discharged, or
terminated except by an instrument signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or termination is sought, and then only to the extent
set forth in such instrument.
(b) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York in all respects including the validity, interpretation and performance thereof
and without giving effect to principles of conflict of laws.
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(c) The captions in this agreement are inserted for convenience of reference only and in no
way define, describe or limit the scope or intent of this Agreement.
(d) This Agreement shall be binding upon and shall inure to the benefit of the successors and
permitted assigns of the parties.
(e) Any time period provided herein which shall end on a Saturday, Sunday or legal holiday
shall extend to 5:00 p.m. of the next full business day.
(f) This Agreement may be executed in any number of counterparts and by facsimile or
portable document format (PDF), each of which shall be deemed an original and all of which
constitute one and the same instrument.
(g) No waiver by either party of any failure or refusal by the other party to comply with its
obligations shall be deemed a waiver of any other or subsequent failure or refusal to so comply.
(h) Whenever Buyer's obligations are subject to a condition, Seller shall have no implied
obligation to incur expense or liability, actual or possible, to enable such condition to be met.
(i) The calculation of all time periods herein shall run from the date that Buyer's attorney
receives a fully executed original of this Contract of Sale.
0) The submission of this contract for examination and execution by the Buyer does not
constitute an offer, option or reservation nor shall the conduct of the parties constitute the same.
This contract shall become effective as such only upon the actual execution thereof by the Seller
and delivery of a fully executed copy to Buyer (the "effective date"), following the execution by
the Buyer and delivery of the said executed agreements to the attorney for the Seller. Prior
thereto, Sellers shall have the absolute right to contract with any other person for the sale of the
Premises.
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
0091904
MATTITUCK PARK DISTRICT
LIN
Gerard Goehringer, Co -Chairperson
Michael Ryan, Co -Chairperson
I_0.18" i0
TOWN OF SOUTHOLD
By:r-11 gsInng"
Scott A: Russell, Supervisor
13
SCHEDULE "A"
ALL. that certain plot, piece or.pareel of land, situate, lying and being at Mattituck, in the Town
of Southold, County of Suffolk and State of New York, being bounded, and described as follows:
BEGINNING ata point on the southerly line of Pike Street at the northwesterly comer of the
premises herein :described and running thence along said southerly line of Pike Street, North 63
degrees 55. minutes 40 seconds E, 127.0 feet'to land of now or formerly of John R. Monahan;
thence. along said land now or formerly of John R. Monahan, South 25 degrees 52 minutes 20
seconds 1B.201.67 feet to land now or formerly of Conrad Grabie; thence along said land now or
formerly of Conrad.Grabie, S. 67 degrees 37 minutes 46 seconds W. 22.0 feet to the land now or
formerly of Louis Dohm; thence along said land now or formerly of Louis Dohm two courses, as
follows: (1) N. 26 degrees 37 minutes 20 seconds W. 19.1 feet; thence (2) S. 61 degrees 53
seconds 30 seconds W. 84.5 feet to the land now or formerly pf'William. Wickham; thence along
said land now or formerly of William Wickam and land now or formerly of Elberta Reeve, S. 76
degrees 3 minutes 10 seconds •. ,. 75 feet to land now or formerly of. Kelsey; thence along said
land now or formerly of Kelsey, along land now or.formerly of Luta & Long, N. 21 degrees 28
minutes 20 seconds: W. 88,9feet to land now or formerly of William B. Reeve; thence along the
land now or formerly of William B. Reeve two courses, as follows: (1).N. 63 degrees 55 minutes
40 seconds E. 40:0 feet; thence (2) N. 21 degrees 28 minutes 20 seconds W. 80.0 feet to the point
or place of beginning.
SCHEDULE "B"
PiCREEMM
'r nide 'this 7r ddb - o, f TaftaiV 1986 } dtt T[�
NA'I'ZVM PARK DISTRICT, a Park district of the state of New York with
office and Principal glace of business at no# Main Road, Mattituck, New
York, (hereinafter "The District"), and MOM ZAHFA and JEW T.
residing at 1830 Pike Street, Mattituck, New York, (hereinafter Zahra).
MMM, Zahra has. renovated a pre-existing building adjoining
the District's property at Pike street, Mattituck, New York;
NFIS MS., Zahra.would like to expand the existing sanitary
system for said building, but has inadequate space on his Property to
install game, and.
iMS., in order to ivProve tI)e District, the District is
agreeable to grant. Zahra a tewPorary easement to install such a system
on its property,
NOW THMWORE, in consideration of the agreements herein and
other good and valuable consideration-, it is agreed:
1. The District hereby grants Zahra a temporary license to
install and maintain an underground septic tank, cesspool and
acowpanying Pipes (hereinafter %be sanitary soystem") on property of
the District .in an area .asshown on #tie attached survey map.
2. Zahra.agrees to install the sanitary system over a
Weekend and Within a. period not to exceed three. (3) days, with as little
disruption.to the area as Possible. During installation, Zahra agreeis
to cause the eonstrnctton area to be blocked off and to take other steps
to avoid injury to person or property.
5.
Zahra shall pay the District the sum of
Two Hundred
Pi fty
r
Year during the term of this license until tenninated.
between 6. This agreement is subject to provisions of the lease
the Mattituck Park District and the Town of Southold for Par]cing
Purposes, dated December 27, 1976.
7, This agreement is contingent upon zahra obtaining the
consent of. the Town Of Southold to this agreement.
WITNESS, the hands zuld seals of the said parties, the day and
year first above written. -
IN PPZSM= OF
MATTITUCK. TRical
DIS
BY:
Chanes Z