MINUTES OF THE
THE BOARD OF TRUSTEES
SPECIAL MEETING
On the 25th day of June 2007, in the Municipal Building, 21 Wildey Street, Tarrytown, New York 10591, at a special public meeting of the Board of Trustees, a Motion was made to adopt a Resolution approving a second amendment to the Amended and Restated Memorandum of Agreement dated February 7, 2006 as first amended on June 6, 2006 with Ferry Landings LLC, Westchester Industries Inc., Ferry Investments LLC, and Pembroke Capital Group Investments LLC and Pembroke Capital Group Acquisitions LLC (collectively referred to as "Ferry Landings").
On the motion of Trustee Zollo and seconded by Trustee Butler the following motion was approved:
WHEREAS, the Village of Tarrytown and Ferry Landings LLC, Westchester Industries Inc., Ferry Investments LLC, and Pembroke Capital Group Investments LLC and Pembroke Capital Group Acquisitions LLC (collectively referred to as "Ferry Landings") entered into an Amended and Restated Memorandum of Agreement dated February 7, 2006 (the "Agreement"); and
WHEREAS, the Village and Ferry Landings entered into a First Amendment to the Amended and Restated Memorandum of Agreement dated June 6, 2006 (the "First Amendment"); and
WHEREAS, the Village and Contractor desire to modify the Agreement and First Amendment and enter into a Second Amendment in connection with the Ferry Landings project; and
WHEREAS, the Final Environmental Impact Statement of the Ferry Landings Project has been completed.
NOW THEREFORE BE IT RESOLVED, that the Board of Trustees of the Village of Tarrytown approves the modification of the Agreement and First Amendment and agrees to enter the Second Amendment attached hereto in connection with the Ferry Landings Project. A summary of the provisions are as follows:
[1] that Tarrytown Waterfront LLC and Tarrytown Waterfront I LLC are included in the Agreement as a contractor parties;
[2] that the transfer by the Village of parcels E1, E2, E3, E3.1, E3.2 and E4 will be made to Tarrytown Waterfront I LLC in lieu of Ferry Landings LLC
[3] The Village hereby acknowledges and agrees that the Amended Agreement shall be subordinate to any mortgages or deeds of trust that are now, or may hereafter be, placed upon the Site and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements and extensions thereof. The Contractor agrees to deliver written notice of any future mortgage or financing within ten (10) days from the date any such mortgage or financing is entered into by the Contractor for which the Amended Agreement will be subordinate.
[4] that the Village shall under the Agreement:
[a] transfer additional land measuring 12.33 and 12.35 feet in width respectively or 8,732 sq. feet of Village owned property adjacent to West Main Street;
[b] transfer an additional 5,943 sq. feet of Village owned property in front of the former Penske property adjacent to Railroad Avenue;
[c] abandon the 39,480 sq. foot Josephine Street Bypass Pipeline easement per filed map no. 21916
[d] provide an easement in lieu of fee title with respect to parcel E-1 (Village owned property under the H Bridge)
[e] that the additional consideration to the Village for the aforementioned modifications ( "a" through "d" above) is One Hundred Thousand ($100,000.00) Dollars.
[5] In the event a Contractor Party transfers an ownership interest in the Site or a Contractor Party transfers less than all or substantially all of the assets of such Contractor Party, such Contractor party shall deliver written notice to the Village of such transfer, and shall deliver within five (5) days after such transfer has occurred such transferee’s agreement to assume the obligations of the Contractor and be jointly and severally liable for the Contractor obligations under the Amended Agreement and to be bound by all the terms and conditions of the Amended Agreement.
[6] In connection with the planned phased development of the Site, the Contractor agrees that the plans for the first Phase shall include forty-eight (48) residential units.
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