HomeMy WebLinkAboutKingfield Offering Plan RYE BROOK
KIN G F I E L D
NEW YORK
OFFERING PLAN
for membership interests in a Lot Owners association known as
KINGFIELD LOT OWNERS ASSOCIATION, INC.
This Plan has been amended.
See inside front cover.
OFFERING PLAN
for membership interests in a Lot Owners association known as
KINGFIELD LOT OWNERS ASSOCIATION, INC.
covering property located at International Drive, Rye Brook, New York 10573
(Village of Rye Brook, Town of Rye, Westchester County)
Amount of Offering: $21,300,000. (The cost of membership in the Lot Owners association is
included in the purchase price of the Lots).
Number of Lots offered (each Lot to be improved with a Home): 110
Name and principal business address of the Sponsor:
SC Rye Brook Partners LLC
3 Memorial Avenue
Pawling, New York 12564
Name and principal business address of the Selling Agent:
Rogull Realty, LLC
65 Talcott Road
Rye Brook, New York 10573
Date of acceptance for filing:
THIS OFFERING PLAN IS THE ENTIRE OFFER TO SELL MEMBERSHIP
INTERESTS IN THE LOT OWNERS ASSOCIATION. NEW YORK LAW REQUIRES
THE SPONSOR TO DISCLOSE ALL MATERIAL INFORMATION IN THIS PLAN AND
TO FILE THIS PLAN WITH THE NEW YORK STATE DEPARTMENT OF LAW PRIOR
TO SELLING OR OFFERING TO SELL ANY MEMBERSHIP INTERESTS. FILING
WITH THE DEPARTMENT OF LAW DOES NOT MEAN THAT THE DEPARTMENT
OR ANY OTHER GOVERNMENT AGENCY HAS APPROVED THIS OFFERING.
THIS PLAN CONTAINS SPECIAL RISKS TO PURCHASERS. SEE PAGE 6.
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THIS OFFERING PLAN CONTAINS THE TERMS OF THE OFFER OF SALE AND
THE OBLIGATIONS OF THE SPONSOR.
PLEASE READ IT CAREFULLY.
THE PROPERTY YOU ARE PURCHASING IS PART OF A PRIVATE SELF-
GOVERNING SUBDIVISION WHICH MAY INITIALLY BE CONTROLLED BY THE
SPONSOR.
YOUR OBLIGATIONS AS A LOT OWNER ARE INCLUDED IN THIS PLAN. THIS
PLAN IS PREPARED AND ISSUED BY THE SPONSOR OF THIS SUBDIVISION. IT
HAS BEEN FILED WITH THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK, DEPARTMENT OF LAW, REAL ESTATE FINANCE BUREAU,
120 BROADWAY, NEW YORK, NEW YORK 10271.
Offering Plan - Kingfield 3
TABLE OF CONTENTS
SPECIALRISKS ............................................................................................................ 6
1. REA............................................................................................................................. 6
2. AFFH HOMES AND LOTS.......................................................................................... 6
3. ALTERATIONS ........................................................................................................... 7
4. OTHER INTRODUCTORY INFORMATION................................................................ 8
5. CONTRACT AND CLOSING ISSUES......................................................................... 8
6. PROJECTED BUDGET AND ASSESSMENTS .......................................................... 9
7. RIGHTS AND OBLIGATIONS OF SPONSOR AND THE ASSOCIATION ................ 10
1. INTRODUCTION....................................................................................................... 12
2. DESCRIPTION OF COMMON AREAS AND FACILITIES TO BE OWNED OR
MAINTAINED BY THE LOT OWNERS ASSOCIATION ..................................... 27
3. SCHEDULE A: PROJECTED BUDGET.................................................................... 29
4. INTERIM LEASES..................................................................................................... 43
5. PROCEDURE TO PURCHASE................................................................................. 43
6. FINANCING .............................................................................................................. 53
7. SPECIAL PROVISIONS APPLICABLE TO AFFH LOTS .......................................... 53
8. TERMS OF SALE...................................................................................................... 57
9. RIGHTS AND OBLIGATIONS OF SPONSOR.......................................................... 60
10. CONTROL BY THE SPONSOR.............................................................................. 73
11. THE ASSOCIATION................................................................................................ 76
12. OPINION OF COUNSEL......................................................................................... 83
13. LOCAL GOVERNMENT APPROVAL...................................................................... 84
14. RESERVE FUND .................................................................................................... 84
15. MANAGEMENT AGREEMENT, CONTRACTS AND LEASES ............................... 84
16. IDENTITY OF PARTIES.......................................................................................... 85
17. REPORTS TO MEMBERS...................................................................................... 87
18. DOCUMENTS ON FILE .......................................................................................... 88
19. GENERAL............................................................................................................... 88
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20. SPONSOR'S STATEMENT OF SPECIFICATIONS OR BUILDING
CONDITION ....................................................................................................... 88
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ATTACHMENTS:
Attachment A: Location Map
Attachment B: Site Plan
Attachment C: Survey
Attachment D: Contract of Sale
Attachment E: Form of Deed to Association Property
Attachment F: Description of Property (Engineer's Report)
Attachment G: Description of Property (Architect's Report)
Note: there are two Architect's Reports; refer to Paragraph 2.1
Attachment H: Lot Owners Declaration
Attachment 1: Certificate of Incorporation for Association
Attachment J: Reciprocal Easement Agreement (REA) and Budget Projection
Attachment K: Escrow Agreement
Attachment L: Housing Merchant Implied Warranty Law
Attachment M: Association By-Laws
Attachment N: Certification of Sponsor's Engineer
Attachment O: Certification of Sponsor's Architect
Note: there is a separate certification letter for each of the Reports of Sponsor's
Architect.
Attachment P: Certification of Sponsor's Expert Concerning Adequacy of Projected
Budget
[Special Risks begin on the next page]
Offering Plan - Kingfield 6
SPECIAL RISKS.
1. REA. Refer to discussion of the following in Paragraph 1.3.2 and Paragraph 1.9:
1.1 The Property comprises 31.5368 acres of land, located adjacent to, and
generally to the West of, Reckson Executive Park (the "Office Park"). The Property
does not "front" on King Street, but rather is reached by way of International Drive, a
private road that runs from King Street through the Office Park. There is a recorded
agreement (Reciprocal Easement Agreement, or "REA"), under which the Property is
granted an easement for use of International Drive.
1.2 Pursuant to the REA, the Office Park (Reckson) is responsible for
maintaining the Drainage Facilities. The Association is required by the REA to
reimburse Reckson for 40.8% of (a) Reckson's costs for maintaining the Drainage
Facilities; (b) Reckson's costs for maintaining International Drive and landscaping
bordering International Drive and King Street within the Office Park (including snow
removal, sidewalk maintenance, lighting and related utilities); (c) private security; and
(d) real estate taxes attributable to International Drive. Reckson's maintenance costs
include a management fee to Reckson, which is not affiliated with Sponsor.
1.3 The REA imposes affirmative maintenance obligations on the Association,
comprising principally, (a) the obligation to maintain a visual screen, which Sponsor will
initially construct, along the boundary between the Property and the Office Park; (b) the
obligation to maintain an emergency accessway, which Sponsor will initially construct,
leading from the Property, across the Northerly area of the Office Park, to King Street;
and (c) the obligation to maintain a sign identifying the Community, which the REA
allows the Property to place at the corner of International Drive and King Street.
1.4 In addition to the foregoing access easement over International Drive, the
REA provides (a) easements for the construction or reconstruction of International
Drive; (b) easements for the installation of utilities serving the Property; (c) reciprocal
easements for minor encroachments of the Office Park onto the Property, or from the
Property onto the Office Park; and (d) reciprocal easements that grant each property an
easement over the other property for the construction and maintenance of "bordering
improvements .
2. AFFH HOMES AND LOTS.
2.1 In accordance with County and Village requirements, the Community will
contain ten Homes that are considered affordably priced for families with incomes that
do not exceed a specified level. These Homes will be designated as "Affordable
Affirmatively Furthering Fair Housing Homes" ("AFFH Homes"), and they will be located
on Lots 14 — 23 (the "AFFH Lots" - refer to the Site Plan in Attachment B). The
background of such requirements is described in Paragraph 1.5.
2.2 Although purchasers of AFFH Lots will acquire their Lots from Sponsor, and
their Contracts of Sale will be signed by Sponsor, AFFH Lots will not be marketed by
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Sponsor, but rather by a third party adviser with which Sponsor has contracted, which is
Housing Action Council, Inc. ("HAC"). HAC will handle the contract process in its
entirety. Refer to Paragraph 1.5 and Section 7.
2.3 The purchase, occupancy and potential re-sale of an AFFH Home are
governed by procedures, limitations and requirements that do not apply to the purchase,
occupancy or re-sale of Conventional Homes. These include a requirement that the
AFFH Lot be used as the AFFH Lot Owner's principal residence, meaning in part that an
AFFH Lot may not be leased by the Lot Owner for another's occupancy. Should an
AFFH Lot Owner fail to comply with the principal residence requirement, the Village will
have the right to compel the re-sale of the AFFH Lot. Detailed reference to Section 7 is
essential for an understanding of these special provisions.
2.4 Owners of AFFH Lots ("AFFH Lot Owners") will have no right to use the
Recreational Facilities, unless they elect to become entitled to such use (that is, to
become "Recreation Members"). If an AFFH Lot Owner elects Recreation Membership,
the Lot's Allocated Interest will be changed from 0.400% to 0.600%, resulting in a 50%
increase in Assessments. Refer to Introductory Comments to the Projected Budget, on
page 30.
3. ALTERATIONS. Refer to Paragraph 1.11 for a discussion of the following:
3.1 A Lot Owner may paint and decorate the interior of his or her Home as the
Lot Owner sees fit. The Lot Owner may also make other improvements and alterations
to the interior of the Home, provided that, without the Board's consent, such alterations
must not impair the structural integrity, fire rating or mechanical systems of the Home or
any adjacent Home. Alterations affecting sheetrock and wallboard are restricted
because they can affect the fire rating of the Home.
3.2 The Land Use Approvals and the Village Code impose (a) strict limitations
on any enlargement of the finished or unfinished square footage of any Home or other
building, or any enlargement of patios, walkways or any other impervious surfaces
within the Community (which enlargement would be considered a "utilization of unused
development potential"); and (b) strict requirements regarding setbacks of Homes and
other improvements from internal roadways or other buildings, and similar restrictions.
3.3 Until the Withdrawal Date (that is, the date on which Sponsor ceases to own
any Lot), Sponsor reserves (a) the exclusive right to utilize any unused development
potential for its own purposes, consistent with land use approvals and governmental
requirements; (b) the right to veto (prohibit) any alteration proposed by the Association
or by any Lot Owner that would involve utilization of unused development potential; and
(c) the right to veto (prohibit) any request to the Village for modification of the
development restrictions.
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4. OTHER INTRODUCTORY INFORMATION.
4.1 The Association is responsible for insuring the Property, including the
Homes, against fire and other occurrences, and for restoring any Home or other part of
the Property - excluding the Drainage Facilities, for which Reckson will be responsible -
that suffers such damage. If such damage occurs, the Association will be responsible
for restoring the affected improvements; to the extent that the Association's insurance
does not cover the full cost of such restoration, any shortfall will be an Association
expense. Refer to Paragraph 1.10.1.
4.2 Not adjoining the Community, but lying approximately 0.7 miles to the north
of the Property, is the Westchester County Airport, which serves scheduled commercial
flights and private flights. The flight path for many such flights is directly over the
Property, and noise must be expected. Refer to Paragraph 1.14.3.
5. CONTRACT AND CLOSING ISSUES.
5.1 As described in Paragraph 5.1.8, the Contract of Sale may (a) identify
changes, options and additional charge selections ("Options"), if any, that the purchaser
may elect; (b) with respect to any (or all, as the case may be) of such Options, either set
forth a deadline for electing or declining such Options, or state that they may be made
within a specified time after Sponsor gives notice that such elections must be made in
order to facilitate completion of the Home; and (c) either specify the cost of such
Options, or note the costs will be determined before the elections are made. Amounts
paid on account of Options ("Option Costs"), whether simultaneously with or after the
execution of the Contract of Sale, will not be considered part of the purchaser's Deposit,
will be payable to Sponsor and will not be held in escrow as described in this Plan. If
and when such sums are properly and actually applied by Sponsor, they become non-
refundable in the event of the rescission of the purchaser's Contract of Sale, unless
such rescission occurs by reason of Sponsor's inability to convey good title as required
by the Contract of Sale, or Sponsor's abandonment of this Plan, in which event the
Option Costs must be refunded. Refer to Paragraph 5.2.2.
5.2 Each purchaser will be given at least 30 days' notice of Closing, and time will
be "of the essence" with respect to the occurrence of Closing within such period, or
within whatever longer period is specified in the Closing Notice. If Sponsor gives a
notice of default to a purchaser, it will effectively make time "of the essence" with
respect to Closing, or the cure of the other default specified in Sponsor's notice, within
30 days after the notice is given. Refer to Paragraph 5.5 and Paragraph 5.6.
5.3 The Contract of Sale will incorporate this Plan by reference. The purpose of
this is to reduce the size of the Contract of Sale, but it also means that the Contract of
Sale cannot be understood by a purchaser, or by a purchaser's counsel, who is not
familiar with this Plan. Refer to Paragraph 5.20.1.
5.4 Sponsor does not offer, and has not procured, financing for purchasers. A
purchaser's obligations under his or her Contract of Sale will not be conditioned on
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obtaining financing. Any prospective purchaser who executes a Contract of Sale and
does not obtain financing may lose his or her Deposit if he or she is unable to pay the
balance of the purchase price. Prospective purchasers who need financing to purchase
are advised to consult with a bank before executing a Contract of Sale, to ascertain the
likelihood of obtaining financing. No representation is made by Sponsor as to the
availability or cost of such financing. Refer to Section 6. Note, however, that special
provisions apply to AFFH Lots, as described in Section 7.
5.5 Each purchaser will be required to pay the transfer tax payable in connection
with Sponsor's sale of his or her Lot. This is an obligation that is ordinarily imposed on
the seller, but may - as in this case - be transferred to the purchaser by contract. Refer
to Paragraph 8.6.1.
5.6 Sponsor's construction lender will release each Lot from its mortgage at the
closing of Sponsor's conveyance of the Lot. At Closing, Sponsor will deliver a letter
from the lender, undertaking to issue such a release upon delivery to the lender of funds
in a specified amount, which Sponsor will provide from the sales proceeds. Sponsor will
entrust these funds to the person who represents purchaser's title insurer at the Closing,
which will allow the title insurer to insure the purchaser's title without exception for
Sponsor's mortgage. That representative will impose a charge, commonly called a
"pick-up fee", for transmitting the funds to the lender and arranging for the recording of
the release, which the purchaser must pay. The amount of this fee is determined by
such representative, but is typically $200 - $225. Refer to Paragraph 8.6.3.
6. PROJECTED BUDGET AND ASSESSMENTS.
6.1 Once the Association's financial operations begin, Sponsor may elect either
to pay Assessments on account of its Unsold Units at the same rate and on the same
basis as other Lot Owners, or it may elect to pay a "Deficiency Assessment". As long
as Sponsor elects to pay a Deficiency Assessment, the Lot Owners other than Sponsor
will pay Assessments at the rate projected in the full-occupancy budget, as such
projection may be updated from time to time. Sponsor's Deficiency Assessment will
equal the difference between the actual Association Expenses (excluding Individual Unit
Expenses), and the Assessments imposed against Lots owned by the other Lot
Owners. Once Sponsor terminates such election, it must pay Assessments on the
same basis as the other Lot Owners, and may not again elect to pay only a Deficiency
Assessment. Refer to Introductory Comments to the Projected Budget, on page 31.
6.2 The Projected Budget in Schedule A includes an accumulation of reserves
against non-recurring, major expenditures. If the Reserve Fund proves inadequate for
such a required "capital" expenditure, a Special Assessment or increased monthly
Assessments might be necessary. Neither the Department of Law nor any other
governmental agency has passed upon the adequacy of the Reserve Fund. Refer to
the calculation on page 42 and the related budget Footnote on page 42.
6.3 The Management Agreement will have an initial term of that expires on
December 31, 2018, after which time it may be cancelled by either party on 30 days'
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notice. In addition, if the Association does not fulfill its obligations, the Managing Agent
may cancel on five days' notice. Refer to Footnote (8) to the Projected Budget
(Schedule A), on page 39.
7. RIGHTS AND OBLIGATIONS OF SPONSOR AND THE ASSOCIATION.
7.1 Sponsor makes a "Limited Warranty" with respect to each Home as set forth
in Paragraph 9.24, and no other warranty with respect to any Home. Sponsor's Limited
Warranty differs in certain respects from the statutory Housing Merchant Implied
Warranty described in Paragraph 9.23. Regardless of the limitations on Sponsor's
warranty, Sponsor's obligation is to construct the Homes in accordance with all
applicable codes and specifications. The differences between Sponsor's warranty and
the Housing Merchant Implied Warranty are, principally but not necessarily exclusively,
that:
7.1.1 Sponsor's Limited Warranty covers only the purchaser who acquires
the Home from Sponsor, whereas coverage under the law is not so limited.
7.1.2 Sponsor's liability is limited to repair or replacement of the defective
installation, whereas Sponsor's liability might not be so limited under the law.
7.1.3 Sponsor's Limited Warranty does not cover appliances or
equipment that are warranted by manufacturers or suppliers, whereas such
coverage might be deemed to be included under the law.
7.1.4 Sponsor's Limited Warranty specifies a procedure for making claims
and a time limit within which claims must be made, whereas no such procedure
or time limitation is specified in the law.
7.2 Sponsor's obligations under this Plan, including without limitation its
obligations to complete construction of improvements on the Common Areas and its
obligations to complete a Home for its purchaser, will not be secured for the benefit of
purchasers by any bond or other security, except as specifically described in
Paragraph 9.20 with respect to roads, sewer lines and water lines. Refer to
Paragraph 8.4.3.3 and Paragraph 9.9.
7.3 Within 30 days after the earlier of Sponsor's conveyance of the 75t" Home,
or the seventh anniversary of the recording of the Lot Owners Declaration, a special
meeting of Members will be convened, at which the last incumbent Director elected by
Sponsor will be replaced by a Director elected by the Members other than Sponsor.
This is the point at which Sponsor will relinquish control of the Board. There can be no
assurance that Sponsor's interests in exercising such control will coincide with the
interests of the other Lot Owners. Refer to Paragraph 10.2.3.
7.4 The Association's By-Laws do not establish any distinction in the exercise of
voting rights between Members who reside in the Community and Members who
(because they have rented their Homes, or for any other reason) do not reside in the
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Community. This means that the By-Laws do not require that, after the period of
Sponsor control, a majority of the Directors must be owner-occupants or members of an
owner-occupant's household who are unrelated to Sponsor or its Principals. Refer to
Paragraph 10.2.4.
7.5 Sponsor reserves the right to veto certain actions and expenditures (by the
Association or the Unit Owners), for a period ending on the "Withdrawal Date", which
will be the date on which Sponsor ceases to own any Lots. Refer to Paragraph 10.3,
which includes a list of the actions subject to veto.
7.6 If a Lot Owner fails to pay any Assessment within ten days after date due,
the Board may, in addition to the collection of late charges and costs of collection, and
after affording the Lot Owner an opportunity to be heard by the Board in regard to the
delinquency, accelerate Assessments against the affected Lot, so that all Assessments
that would be due for the current fiscal year become immediately due and payable.
Refer to Paragraph 11.25.4.
7.7 Alternatively, or in addition to, imposition of late charges and costs of
collection, and acceleration of Assessments, by reason of delinquency in payment of
Assessments, during any period while any Assessment against a Lot remains unpaid for
ten days or more past the date due, the Board may suspend the Lot Owner's right to
use the Common Areas, other than those necessary to give access between his or her
Lot and its Limited Common Elements, and the public street. The foregoing suspension
may also be declared by the Board in the case of the Lot Owner's violation of the Lot
Owners Declaration or Rules, but in such case only after the delinquent Lot Owner is
afforded a right to be heard on the subject. Refer to Paragraph 1.7.4 and
Paragraph 11.25.5.
[Section 1 begins on the next page.]
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1. INTRODUCTION.
1.1 PURPOSE OF PLAN. The purpose of this Offering Plan (the "Plan") is to set
forth all material terms of an offer to sell lots in a community (the "Community") to be
known as "Kingfield", located at International Drive in the Village of Rye Brook (the
"Village"), Town of Rye (the "Town"), Westchester County, New York. The Purchaser of
each such "Lot" will become a member of Kingfield Lot Owners Association, Inc. (the
"Association"). Each Lot will be improved with a single-family home ("Home"). This
Plan may be amended from time to time by an amendment filed with the New York
State Department of Law (the "Department of Law"), as described in Paragraph 1.18.
1.2 SPONSOR. The "Sponsor", which is the developer of the Community, is
SC Rye Brook Partners LLC, a Delaware limited liability company with a New York
office in at the address set forth on the cover of this Plan. Sponsor acquired the
property on which the Community is being developed (the "Property") on May 9, 2016,
from Reckson Operating Partners, L.P. ("Reckson"), which is not an affiliate of Sponsor.
1.3 THE PROPERTY AND ITS SUBDIVISION.
1.3.1 The Property comprises 31.5368 acres of land, located adjacent to,
and generally to the West of, Reckson Executive Park, an office park that was
developed by Reckson or its predecessors (the "Office Park"), known by the
address 1100 King Street. The location of the Property is shown on a Location
Map that is reproduced in Part II of this Plan, as Attachment A (Attachments
referenced in this Plan appear in Part II of this Plan). Reckson had intended to
develop the Property as the third phase of the Office Park, by constructing
additional office buildings on the Property, but determined instead to sell the
Property to Sponsor for residential development of the third phase.
1.3.2 The Property does not "front" on King Street, but rather is reached
by way of International Drive, a private road that runs from King Street through
the Office Park. There is a recorded agreement (Reciprocal Easement
Agreement, or "REA"), under which the Property is granted an easement for use
of International Drive. Paragraph 1.9 describes (a) additional easements
established by the REA; and (b) reciprocal rights and obligations between the
Property and the Office Park. The foregoing is a special risk to purchasers. The
REA is reproduced in Attachment J.
1.3.3 The principal "Land Use Approvals" obtained by Sponsor for the
development of the Community were a final Site Plan Approval and a final
Subdivision Approval, granted by the Village Board of Trustees on February 25,
2016, and January 27, 2017, respectively. The Subdivision Approval provided
for the creation of (a) 110 subdivision lots ("Lots"), which are offered for sale
pursuant to this Plan; and (b) another subdivision lot that contains all remaining
area within the Property (approximately 22.671 acres). This 111 t" subdivision lot
is sometimes described in this Plan as the "Common Area Lot". The term
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"Common Areas" is also sometimes used to refer collectively to the Common
Area Lot and the improvements existing or to be constructed thereon.
1.3.4 The Common Area Lot will be conveyed in fee simple to the
Association, before any Lots are conveyed, although Sponsor will reserve
extensive easements throughout the Common Area Lot to allow completion of
construction and sales. The Common Area Lot will be developed with
(a) "Recreational Facilities", comprising a Clubhouse, a swimming pool with a
permitted capacity of 168 persons, utility installations serving them, and
landscaping in the immediate vicinity thereof; (b) internal roadways, and walking
trails or paths; (c) other landscaped areas; (d) detention basins and other
stormwater management facilities serving the Property and the Office Park (the
"Drainage Facilities"); and (e) other utility installations. Refer to more detailed
descriptions that are set forth in the Reports of Sponsor's Engineer and Architect,
in Attachment F and Attachment G, respectively.
1.4 LOTS AND HOMES.
1.4.1 Pursuant to Subdivision Approval granted by the Village's Board of
Trustees, all 110 Lots were "created". The Site Plan in Attachment B shows the
approximate location of the Lots. The aggregate area of the 110 Lots will be
approximately 18.9 acres.
1.4.2 In this Plan, Sponsor offers for sale only Lots that Sponsor will
convey after it has constructed Homes thereon, so reference in this Plan to a
purchaser's acquisition of a Lot refers to acquisition of the Lot and the Home
constructed thereon.
1.4.3 The Homes will be constructed in several configurations:
1.4.3.1 25 Homes will be "freestanding" — that is, not sharing a
"Common Wall" with another Home. These 25 Homes are described in
this Plan as " B", and the Lot on which a Type B Home is constructed is
described as a "Type B Lot'.
1.4.3.2 75 Homes will be built in 25 clusters of three Homes, on
clusters of three Lots. The two Homes constructed on the outside of each
such cluster (50 Homes in total) are described in this Plan as "Type C";
the Lot on which a Type C Home is constructed is described as a "Type C
Lot".
1.4.3.3 The Home in the middle of each such cluster (25 Homes in
total) are described in this Plan as "Type A"; the Lot on which a Type A
Home is constructed is described as a "Type A Lot". Accordingly, there
will be a "Common Wall" between the Type A Home and the Type C
Homes on each side of it; the Common Wall separating each such pair of
Homes will be located along the boundary between the adjacent Lots.
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1.4.3.4 Ten Homes will be built in pairs of two Homes on adjacent
Lots. As further discussed in Paragraph 1.5.4, these Homes are
described in this Plan as "AFFH Homes", and the Lot on which each is
constructed is described as an "AFFH Lot". There will be a Common Wall
between each pair of AFFH Homes, located along the boundary between
the adjacent AFFH Lots.
1.4.3.5 Each Lot was designed to accommodate ("just to fit") the
Type of Home intended for construction on such Lot— effectively, "just to
fit" the Home. There are no material "physical" distinctions among the
Lots, except that the various Types of Lots have different levels of liability
for Association Expenses. The allocation of Association Expenses among
the Lots (their "Allocated Interests") depends on the respective Types of
the Homes thereon. The Allocated Interests were determined by Sponsor
on the basis of the approximate, relative sizes of the Homes to be
constructed on the various Types of Lots, and the approximate, projected
values of those Homes. This is described in Introductory Comments to
the Projected Budget (Schedule A) on page 30.
1.4.3.6 There may be variations among Homes of the same Type.
Each purchaser's contract of sale will specify the Home that will be built on
the Lot being purchased.
1.4.3.7 As described in Paragraph 9.8, Sponsor reserves the right
to alter the mix of Home Types.
1.4.4 The maximum number of Homes that will be built on the Property
is 110. There is no minimum number of Homes that Sponsor is obligated to
construct, and no minimum number of Lots that must be sold. The Association's
Projected Budget, set forth in Schedule A (Section 3, beginning on page 29) is a
"full occupancy" budget, based on the assumption that all Lots have been
conveyed and all Homes are occupied; if all Homes are not occupied, and during
early periods of operation, the Association might not incur all projected costs at
the full occupancy rate.
1.5 AFFH HOMES AND AFFH LOTS — GENERAL DESCRIPTION.
1.5.1 Everything in this Paragraph 1.5 is a special risk to purchasers.
1.5.2 The Village is an "eligible municipality" as described in a stipulation
and order of settlement and dismissal in connection with an action entitled,
United States of America ex rel. Anti-Discrimination Center of Metro New York,
Inc. v. Westchester County, New York, No. 06 Civ. 2860 (DLC) (the "Settlement
Agreement"). The County was a party to the Settlement Agreement.
1.5.3 The Settlement Agreement, in relevant part, requires the County,
among other things, to develop affordable housing that "affirmatively furthers fair
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housing" as set forth in Federal statutes. Pursuant to and as required by the
Settlement Agreement, the County adopted a Fair and Affordable Housing
Implementation Plan (the "Implementation Plan").
1.5.4 Pursuant to the Implementation Plan, the Village adopted provisions
in the Village Code that (a) require the inclusion of affordable housing ("AFFH
Units") in subdivisions of 11 or more dwelling units (specifically, ten AFFH Units
in a subdivision of 100 lots; (b) establish certain design standards for the AFFH
Units, the detailed application of which is effectively determined by the Village
Board of Trustees when reviewing proposed subdivisions; and (c) establish
certain requirements regarding the marketing, sale, re-sale and occupancy of
AFFH Units, under the supervision of a "Program Administrator" to be designated
by the Village.
1.5.5 Pursuant to the Land Use Approvals, the Community will contain ten
AFFH Units, designated as "Affordable Affirmatively Furthering Fair Housing
Homes" ("AFFH Homes"). In accordance with the approved Site Plan and
Subdivision Plat, these AFFH Homes will be constructed in pairs on Lots 14 — 23
(the "AFFH Lots"), as shown on the Site Plan in Attachment B. The AFFH
Homes will have an architectural style that resembles the other Homes
("Conventional Homes"), but the AFFH Homes will be smaller.
1.5.6 The Village's Program Administrator, which currently acts also as a
consultant to Westchester County and as Sponsor's "Affordability Advisor" in
connection with its offering of AFFH Lots, is Housing Action Council, Inc.
("HAC"), a not-for-profit corporation with an office at 55 South Broadway,
2nd Floor, Tarrytown, New York 10591.
1.5.7 Special procedures and requirements will apply to the offering,
purchase, ownership and re-sale of AFFH Lots. These will be imposed by a
Declaration of Restrictive Covenants (the "AFFH Declaration") that will be
recorded at the same time as the Lot Owners Declaration. Refer to Section 7.
1.5.8 Although purchasers of AFFH Lots will acquire their Lots from
Sponsor, and their Contracts of Sale will be signed by Sponsor, AFFH Lots will
not be marketed by Sponsor, but rather by HAC, or its successor as Sponsor's
"Affordability Advisor". HAC will handle the contract process in its entirety. The
purchase, occupancy and potential re-sale of an AFFH Home are governed by
procedures, limitations and requirements that do not apply to the purchase or re-
sale of Conventional Homes.
1.5.9 The AFFH Declaration will be enforceable by the County and the
Village, aided by the Program Administrator. As a practical matter, the
implementation of the AFFH Declaration will be handled by Sponsor's
Affordability Advisor, which may at the time in question also be serving as the
Program Administrator. Although Sponsor is required to conform to provisions in
the AFFH Declaration governing the marketing and initial sales of the AFFH Lots,
Offering Plan - Kingfield 16
it will do so by delegating responsibility to HAC, at Sponsor's expense.
Thereafter, Sponsor will have no obligation to enforce the AFFH Declaration, and
there will be no expenditures or fiscal action relating to AFFH Lots over which
Sponsor will retain control.
1.5.10 The Association will have no expense in connection with the
ongoing enforcement of the AFFH Declaration. As further described in Section 7,
the cost of the Affordability Advisor's oversight of a re-sale of AFFH Lots will be
borne by the re-selling Lot Owner.
1.5.11 Except as noted above, or in Section 7, all descriptions set forth in
this Plan that apply to Conventional Homes and the Lots on which they are
constructed ("Conventional Lots") apply without distinction to the AFFH Homes
and the AFFH Lots.
1.6 THE ASSOCIATION.
1.6.1 The Association was formed under the New York Not-for-Profit
Corporation Law. The Association will have no stockholders, only Members.
The only basis for membership will be ownership of one or more Lots.
1.6.2 The owner or owners of a Lot will automatically acquire membership
in the Association upon acquiring title to the Lot. When the Lot is sold, the
seller's membership will terminate, and the buyer will automatically become a
Member. Sponsor will be a Member as long as it owns one or more Lots,
whether or not Homes have yet been constructed on them. Lots owned by
Sponsor are described in this Plan as "Unsold Units' .
1.6.3 The Association's principal responsibilities will be, as further
described in Paragraph 1.8, (a) to maintain certain components of the Homes;
(b) to carry property insurance covering the Homes, and to restore them if they
suffer damage from fire or other occurrences; and (c) to maintain, insure, restore
and operate the Common Areas, except insofar as the REA imposes such
responsibility on the Office Park as described in Paragraph 1.8.
1.6.4 The term "Member" is used in this Plan to refer to the owner of a Lot
in such owner's capacity as Member of the Association, and is usually employed
in discussion of the corporate operation of the Association, such as the election
of the Association's Board of Directors (the "Board"). By law, the owner of more
than one Lot is considered to hold only one membership. The term "Lot Owner"
is used in this Plan to refer to the owner of a Lot, whether or not the Lot is
improved with a Home, and is usually employed in discussion of the Lot Owners'
and the Association's rights as property owners. For many purposes, the two
terms are interchangeable.
1.6.5 Inasmuch as ownership of a Lot cannot be separated from
membership in the Association, the price of a Lot will include the cost of
Offering Plan - Kingfield 17
membership in the Association. Sponsor's prices for its initial sale of
Conventional Lots are set by Sponsor alone, and are not subject to review or
approval by the Department of Law or by any other government agency. Refer to
Section 7 for a discussion of initial and re-sale prices of AFFH Lots.
1.6.6 The relationship of the Lot Owners among themselves, and with the
Association, will be governed by a Declaration of Covenants and Restrictions
(the "Lot Owners Declaration"), which Sponsor will record on the Westchester
County Land Records before it conveys the first Lot. The proposed Lot Owners
Declaration is set forth as Attachment H. Certain provisions applicable only to
the AFFH Lots will be set forth in the AFFH Declaration, which will also be
recorded before Sponsor conveys the first Lot, as described in Section 7.
1.6.7 The provisions of the Lot Owners Declaration will remain effective
without limitation as to time. As described in Section 7, the provisions of the
AFFH Declaration will remain in force as to each AFFH Lot for 50 years after
Sponsor's initial sale of the Lot.
1.6.8 The affairs of the Association will be governed by its Board, which
will be controlled initially by Sponsor and, later, by the other Members. In
addition to the Lot Owners Declaration and the AFFH Declaration, the
Association will be governed by its Certificate of Incorporation (which is
reproduced in Attachment 1), and its By-Laws (reproduced in Attachment M). The
Lot Owners Declaration, the AFFH Declaration, the Certificate of Incorporation,
the By-Laws and any Rules that the Board may adopt are collectively described
as the "Governing Instruments".
1.6.9 Expenses incurred by the Association in fulfilling its responsibilities
("Association Expenses") will be recovered by monthly "Assessments" imposed
on the Lots by the Association. In general, the monthly Assessment payable by
each Lot will be determined by its "Allocated Interest". As described in the
Introductory Comments to the Projected Budget (Schedule A), on page 30, each
Lot will be assigned an Allocated Interest, based on the Type of Home on such
Lot; the Allocated Interests of the Conventional Lots will vary approximately
according to Home size, while the Allocated Interests of the AFFH Lots will be
significantly lower.
1.6.10 There are exceptions to the allocation method described in
Paragraph 1.6.9. Refer to (a) Introductory Comments to the Projected Budget, on
page 31, for a discussion of special provisions governing Sponsor's payment of
Assessments; and (b) Introductory Comments to the Projected Budget, on
page 30, for a discussion of an increase in the Allocated Assessment of an AFFH
Lot that will take effect if the Lot Owner elects to become recreation member.
1.6.11 As described in Paragraph 10.1, the Association will have three
classes of Members — (a) Sponsor (as long as it owns one or more Homes or
Lots) will be the sole Member in one class; (b) the owners other than Sponsor of
Offering Plan - Kingfield 18
the Conventional Homes will be the Members of a second class; and (c) the
owners other than Sponsor of the AFFH Lots will be Members in the third class.
Lot Owners will be similarly assigned to three separate classes. The purpose of
such classifications is essentially technical; that is, to authorize (without violation
of applicable laws) the variations in rights and obligations among the
Conventional Lot Owners, the AFFH Lot Owners and Sponsor.
1.7 RESTRICTIONS ON USE.
1.7.1 Each Home is restricted to use as a single-family residence. A
single-family residence is defined as a single housekeeping unit, operating on a
non-profit, non-commercial basis (except in regard to use for"Home
Occupations" that do not violate the Village Zoning Code and that do not require
regular visits from the public or unreasonable levels of mail, shipping, trash or
storage) , with no more overnight occupants per bedroom than as allowed by the
Village Code. Given the combination of restrictions imposed by the Lot Owners
Declaration and restrictions imposed by the Village Code, Sponsor cannot
represent which, if any, Home Occupations would, as a practical matter, be
allowed at the Property.
1.7.2 Special restrictions apply to occupancy of AFFH Homes, as
described in Section 7.
1.7.3 The Lot Owners Declaration defines as the "Limited Common
Elements" of each Lot (a) driveways, walkways, patios and other improvements
that are manifestly intended to serve only such Unit; and (b) the mailbox
designated to serve such Unit. A Lot's Limited Common Elements are reserved
for the exclusive use of the Lot Owner, subject to easements and rights conferred
on or reserved by the Association, the other Lot Owners and Sponsor.
1.7.4 During any period while any Assessment against a Lot remains
unpaid, or- after the affected Lot Owner has been afforded an opportunity to
address the Board on the subject - for any period not to exceed thirty (30) days
for any infraction of this Declaration or any Rules and Regulations, the Board
may (a) suspend the right to use Common Areas (including in particular the
Recreational Facilities), other than those necessary to give access between such
Unit and its Limited Common Elements and the public street; (b) impose
reasonable fines; and (c) take such other acts to collect the delinquent
Assessments, including but not limited to foreclosure of the Association's lien
described in Paragraph 11.26, as the Board considers appropriate. This is a
special risk to purchasers.
1.7.5 Sponsor is permitted to use Unsold Units as offices, storerooms,
sales centers and models in connection with its construction and marketing
activities throughout the Property.
Offering Plan - Kingfield 19
1.7.6 There are restrictions on pets. As described in the Lot Owners
Declaration, a Lot Owner shall have the right to keep within his or her Lot a total
of two (2) domestic cats, dogs or caged birds. In no case shall a Lot Owner keep
more than two (2) pets in total. No animal that has a vicious temper, or regularly
makes threatening or attack motions or sounds will be permitted in the
Community. Furthermore, the following dog breeds are prohibited from being
kept in the Community: the American Staffordshire Terrier (also known as a "Pit
Bull Terrier"), the Rottweiler, the Doberman, the Mastiff, the Presa Canario, or
any crossbreeds of such breeds. By amendment to this Rule, the Board may
extend the list of prohibited breeds. Pets may not be kept, bred, or maintained
for any commercial purposes. All pets must be kept on a leash at any time that
the pet is out of doors; further, no Lot Owner may install within his or her Lot an
"invisible fence" or similar pet control device that avoids compliance with such
leash requirement.
1.7.7 Attics and other areas of unfinished space in the Home may be
used only for storage, utilities and the like.
1.7.8 There are restrictions on vehicles and parking. As provided in the
Lot Owners Declaration:
1.7.8.1 A Lot Owner may not keep more than two (2) motor
vehicles within the Community for each Lot owned.
1.7.8.2 Surface parking spaces within the Community will be for
guests, other than spaces adjacent to the Clubhouse, which will be for the
use of residents and guests while they are actively using the Clubhouse or
other Recreational Facilities.
1.7.8.3 Parking spaces may be used only for parking passenger
motor vehicles and loading or off-loading.
1.7.8.4 Large trucks may not be parked in the Community except
for temporary loading and unloading.
1.7.8.5 Vehicles may not be washed, disassembled, repaired,
rebuilt, painted or constructed.
1.7.8.6 The use of snowmobiles and other off-road vehicles, and
presence in the Community, of unlicensed or immobile vehicles, are
prohibited.
1.7.9 This Plan is not intended to set forth a comprehensive description of
the application of the Zoning Code or other governmental requirements to the
use of Homes. Sponsor cannot make any representation with respect to the
interpretation or legal significance of such requirements, nor as to the likelihood
Offering Plan - Kingfield 20
of future changes to such requirements. Purchasers who need such additional
information should consult their own counsel.
1.8 RESPONSIBILITY FOR MAINTENANCE AND OPERATION.
1.8.1 The Association is responsible for maintaining:
1.8.1.1 The exteriors of the Homes, covering roofs, gutters,
downspouts, chimneys, siding, trim, window frames (but not broken
windows), and exterior doors including garage doors.
1.8.1.2 Common Walls, covering (a) the structural elements along
the center line of the wall, or (if the wall contains structural elements on
both sides of the center line) the innermost such structural elements on
either side of the center line; and (b) wall board, insulation and other
materials installed "inside" such structural elements (that is, closer to the
center line of the wall than such structural elements).
1.8.1.3 Internal roadways, walkways, driveways and other exterior
site improvements, which responsibility includes removal of snow and ice
from exterior steps, walkways, driveways and the like.
1.8.1.4 The "laterals" connecting each Home to the water supply
and sanitary sewer mains.
1.8.1.5 All landscaping, including lawns, shrubs and, if any, trees
on the Lots. Notwithstanding the preceding sentence, landscaping may
be installed by the Lot Owner within his or her Lot with the authorization of
the Board, and subject to the Lot Owner's continuing obligation to maintain
any landscaping so installed. There is no assurance that the Board would
grant such authorization in any particular case.
1.8.1.6 All improvements on the Common Areas, including the
Recreational Facilities but excluding the Drainage Facilities.
1.8.2 Each Lot Owner is responsible for maintaining his or her Home, to
the extent that the Association is not responsible as provided in Paragraph 1.8.1.
Each Lot Owner must also reimburse the Association for the cost of maintenance
that is required by the Lot Owner's misuse or abuse of his or her Home or the
Common Areas, or by the Lot Owner's failure to fulfill his or her own maintenance
responsibilities.
1.8.3 The Association is responsible for maintaining property insurance
covering the Homes, to the extent described in Paragraph 1.10, and for restoring
each Home, after it suffers damage from fire or other cause, to the extent
described in Paragraph 1.10. Purchasers should note that, because many
alterations to a Home (even non-structural alterations) can affect adjacent
Offering Plan - Kingfield 21
Homes, and may affect fire code compliance or the Association's property
insurance premiums, the Association's control over alterations as described in
Paragraph 1.11, and the Association's responsibilities for insurance and
restoration, are significantly more extensive than the scope of the Association's
maintenance obligations.
1.8.4 The Association is responsible for maintaining and operating the
Common Areas, except to the extent that the Office Park (Reckson) is
responsible for maintaining the Drainage Facilities, as further described in
Paragraph 1.9.1.
1.8.5 Notwithstanding the foregoing, the Association is not responsible for
maintaining, insuring or restoring improvements on any Unsold Unit, unless and
until a Home has been completed thereon as evidenced by issuance of a
certificate of occupancy, and Sponsor has delivered evidence of such issuance
to the Association.
1.9 DESCRIPTION OF THE REA. Refer to the copy of the REA in Attachment
J. The REA provides for the following, all of which is a special risk to purchasers.
1.9.1 The Office Park (Reckson) is responsible for maintaining the
Drainage Facilities. The Association is required by the REA to reimburse
Reckson for 40.8% of (a) Reckson's costs for maintaining the Drainage Facilities;
(b) Reckson's costs for maintaining International Drive and landscaping bordering
International Drive and King Street within the Office Park (including snow
removal, sidewalk maintenance, lighting and related utilities); (c) private security;
and (d) real estate taxes attributable to International Drive. The Association will
have no "operational" control over Reckson's performance of such maintenance.
The Association's projected costs for the foregoing are reflected in the Projected
Budget (Schedule A, Section 3), beginning on page 29.
1.9.2 The REA imposes affirmative maintenance obligations on the
Association, comprising principally, (a) the obligation to maintain a visual screen,
which Sponsor will initially construct, along the boundary between the Property
and the Office Park; (b) the obligation to maintain an emergency accessway,
which Sponsor will initially construct, leading from the Property, across the
Northerly area of the Office Park, to King Street; and (c) the obligation to
maintain a sign identifying the Community, which the REA allows the Property to
place at the corner of International Drive and King Street.
1.9.3 In addition to the access easement over International Drive as
described in Paragraph 1.3.2, the REA provides (a) easements for the
construction or reconstruction of International Drive; (b) easements for the
installation of utilities serving the Property; (c) reciprocal easements for minor
encroachments of the Office Park onto the Property, or from the Property onto
the Office Park; and (d) reciprocal easements that grant each property an
Offering Plan - Kingfield 22
easement over the other property for the construction and maintenance of
"bordering improvements".
1.10 INSURANCE AND RESTORATION.
1.10.1 Subject to the limitations on coverage of Unsold Units as described
in Paragraph 1.8.5, the Association is responsible for insuring the Property,
including the Homes, against fire and other occurrences, and for restoring any
Home or other part of the Property - excluding the Drainage Facilities, for which
Reckson will be responsible - that suffers such damage. If such damage occurs,
the Association will be responsible for restoring the affected improvements; to the
extent that the Association's insurance does not cover the full cost of such
restoration, any shortfall will be an Association expense. This is a special risk to
purchasers.
1.10.2 Neither the Association's property insurance, nor its obligation to
restore, will cover (a) decorations; (b) wall or ceiling coverings, other than
ordinary paint, tile and/or ceiling treatments comparable to the original; (c) rugs
and similar floor coverings, although wall-to-wall carpet, wood and tile
comparable to the originals will be covered; (d) blinds or other window
treatments; (e) furnishings; (f) other moveable or personal property; or (g) home
security systems.
1.10.3 Lot Owners are strongly urged to consult their own insurance
advisers regarding the scope of the Association's property insurance (which risks
are covered and which are not), and are strongly urged to carry their own
insurance covering the "contents" of their Homes to the extent that these
contents will not be covered by the Association's property insurance.
1.10.4 The Association must carry liability insurance, including medical
payments insurance, covering claims arising out of occurrences on the Property,
and covering the Association and the Lot Owners. The Association's liability
insurance need not cover a Lot Owner's own liability with respect to occurrences
within his or her own Home, or arising out of his or her own acts or omissions,
and purchasers are strongly urged to consult their insurance advisers about
obtaining such coverage.
1.10.5 The Association must also carry (a) liability insurance covering its
Directors, Officers and Managing Agent, against claims arising out of their
service as such, except that it may elect not to cover Sponsor's own employees
or designees; (b) to the extent reasonably obtainable, fidelity insurance covering
any employee, Director, Officer, Managing Agent or other person who handles
the Association's funds; and (c) worker's compensation insurance and New York
State disability insurance if it has employees.
1.10.6 Refer also to descriptions of the Association's required insurance
coverage in the Footnotes to the Projected Budget, beginning on page 35.
Offering Plan - Kingfield 23
1.11 ALTERATIONS.
1.11.1 A Lot Owner may paint and decorate the interior of his or her
Home as the Lot Owner sees fit. The Lot Owner may also make other
improvements and alterations to the interior of the Home, provided that, without
the Board's consent, such alterations must not impair the structural integrity, fire
rating or mechanical systems of the Home or any adjacent Home. Alterations
affecting sheetrock and wallboard are restricted because they can affect the fire
rating of the Home.
1.11.2 A Lot Owner may not change the exterior appearance of any
element of his or her Home, nor of any patio, driveway, landscaped area or other
exterior feature or improvement that is manifestly reserved for the Lot Owner's
use. This means that exterior painting or refinishing is prohibited; in any event,
maintenance of exterior finishes would be the Association's responsibility as
described in Paragraph 1.8.1. The scope of the Association's control over Lot
Owners' alterations is a special risk to purchasers.
1.11.3 Creation of a doorway or other penetration between adjacent
Homes is prohibited.
1.11.4 The Board may grant, withhold or condition its approval for any
alteration that requires its consent, as the Board sees fit, but it is required to act
reasonably, except that its judgment is completely unfettered in regard to
changes that affects the exterior appearance of the Home. The Board may
require a Lot Owner who proposes an alteration, (a) to submit plans by a
qualified professional, and/or material samples or colors, where these are
appropriate; (b) to provide evidence of adequate liability insurance covering his
or her workmen; (c) to provide assurances of prompt payment for the work; and
(d) to pay a reasonable fee for the Board's review, including, where appropriate,
review by the Board's own professionals. The Lot Owner who proposes an
alteration, after receiving any necessary consent from the Board and/or Sponsor,
is responsible for his or her own permitting.
1.11.5 All alterations are subject to applicable building codes (specifically,
the New York State Uniform Fire Prevention & Building Code as described in
Paragraph 2.3), the Land Use Approvals identified in Paragraph 1.3.3, the Village
Code, building permits as and when issued and other governmental
requirements. Both the Land Use Approvals and the Village Code impose:
1.11.5.1 Strict limitations on any enlargement of the finished or
unfinished square footage of any Home or other building, or any
enlargement of patios, walkways or any other impervious surfaces within
the Community. Any such enlargement would be considered under the
Lot Owners Declaration to constitute a "utilization of unused development
potential".
Offering Plan - Kingfield 24
1.11.5.2 Strict requirements regarding setbacks of Homes and
other improvements from internal roadways or other buildings, and similar
restrictions ("development restrictions").
1.11.6 Until the Withdrawal Date (that is, the date on which Sponsor
ceases to own any Lot), Sponsor reserves the following rights, and duration and
scope of which are a special risk to purchasers:
1.11.6.1 The exclusive right to utilize any unused development
potential for its own purposes, consistent with land use approvals and
governmental requirements. Unused development potential does not
belong to the Village.
1.11.6.2 The right to veto (prohibit) any alteration proposed by the
Association or by any Lot Owner that would involve utilization of unused
development potential.
1.11.6.3 The right to veto (prohibit) any request to the Village for
modification of the development restrictions or the Approvals.
1.12 RESTRICTIONS ON SELLING, LEASING OR MORTGAGING LOTS.
1.12.1 There are no restrictions on the selling or mortgaging of
Conventional Lots with respect to which no Assessments are past due.
Restrictions will apply to the mortgaging and re-sale of AFFH Lots, as described
in Section 7.
1.12.2 No Lot may be leased for a period less than one year, without the
Board's prior, written approval. Moreover, without the Board's prior, written
approval, (a) the lease may not be amended or extended; and (b) the tenant may
not assign the lease, nor sublet the Lot or any part thereof. The Board may
terminate the lease and bring summary proceedings to evict the tenant in the
name of the Lot Owner/ landlord in the event of default by the tenant in the
performance of the lease obligations or failure to conform to the Governing
Instruments. The foregoing does not apply to AFFH Lots, which may not be
leased at all, as described in Paragraph 7.9.
1.13 SERVICES.
1.13.1 The Village will provide police protection.
1.13.2 The Village Fire Department, which is under the control and
command of the Port Chester Fire Chief, will provide fire protection.
1.13.3 Water mains within the Property will be owned and operated by
SU EZ Water Westchester, Inc., which will supply water to the Property from
sources outside the Property. Water supplied to each Home will be billed to the
Lot Owner. A separate "lateral" will connect each Home to the water main, and
Offering Plan - Kingfield 25
will be considered part of the Home, although it will be maintained by the
Association as described in Paragraph 1.8.
1.13.4 The construction of sanitary sewer lines on the Property is
described in the Report of Sponsor's Engineer in Attachment F. Sanitary sewer
mains will become part of the Blind Brook Sanitary Sewer District, and will
connect ultimately to disposal facilities operated by the County of Westchester.
A separate "lateral" will connect each Home to the sewer main, and will be
considered part of the Home, although it will be maintained by the Association as
described in Paragraph 1.8.
1.13.5 The Association will be responsible for snow removal from internal
roadways, parking areas, driveways and walkways within the Property. Reckson
will be responsible for snow removal from International Drive within the Office
Park.
1.13.6 Gas and electricity will be supplied by Con Edison, and billed
separately to each Home.
1.13.7 Verizon is the local su ppl ier of telephone service to the Property.
Cablevision is the local supplier of cable television service to the Property. Other
suppliers for such services, and for internet services, may be available. Each Lot
Owner is responsible for contracting for his or her own telecommunications
services.
1.13.8 The Village will provide refuse and recycling collection services.
1.14 ADJOINING AREAS.
1.14.1 Neither Sponsor nor any Principal in Sponsor owns, in whole or in
part, or has any option or right to acquire in whole or part, any lands adjoining the
Property. It is not possible to represent that no such acquisition will ever be
made.
1.14.2 The Property is bordered by (a) the Office Park; (b) Doral
Arrowwood, a golf course, hotel and residential property; (c) the State University
of New York at Purchase; (d) Atria Rye Brook, an independent living facility; and
(e) Bellefair, a residential community.
1.14.3 Not adjoining the Property, but lying approximately 0.7 miles to the
north of the Property, is the Westchester County Airport, which serves scheduled
commercial flights and private flights. The flight path for many such flights is
directly over the Property, and noise must be expected. This is a special risk to
purchasers.
1.15 RESTRICTIONS ON THIS OFFER. Purchasers must be at least 18 years
old. Sponsor reserves the right to sell or not to sell a Lot to any prospective purchaser,
Offering Plan - Kingfield 26
but neither Sponsor nor the Selling Agent will violate applicable civil rights laws.
Additional requirements will apply to the offering and sale of AFFH Lots, as described in
Section 7. In no event shall this offer be deemed to have been made or accepted
outside of New York.
1.16 TIMETABLE. Sponsor began site work at the Property in
September, 2016. In addition to the permit issued for such site work, building permits
were issued for four Conventional Homes on February 10, 2017, and Sponsor began
such construction in March, 2017. Sponsor anticipates that the first Lot will be
conveyed (with Home completed) on or about November 1, 2017, and the Recreational
Facilities be near completion, if not substantially completed, by that time, although the
swimming pool will not open for the 2017 season. Construction of internal roadways,
landscaping and other site improvements will keep pace with Homes as they are
completed and Lots are sold, although completion of landscaping may be affected by
weather and seasonal conditions, and final topping on internal roadways may be
deferred until completion of most or all Homes. Because of potential delays in the
scheduling of inspections and issuance of certificates of occupancy, and the nature of
construction in general , this timetable cannot be guaranteed.
1.17 INSPECTION OF PLAN.
1.17.1 This Plan contains all of the detailed terms of the transaction as it
relates to the Association. Parts A, B and C of the Exhibits to this Plan delivered
to the Department of Law contain all of the documents referred to in this Plan.
Copies of this Plan and Parts A, B and C of the Exhibits will be available to
prospective purchasers and their attorneys for inspection without charge, and for
copying at a reasonable charge, at Sponsor's office as set forth on the cover, and
at the Selling Agent's on-site sales office if and while it is open.
1.17.2 A prospective purchaser may obtain a copy of this Plan for further
examination by depositing $500 with Sponsor as security for return of the Plan. A
purchaser who completes a Purchase Application will be required to make such a
deposit at that time. This deposit will be treated as described in Section 5, except
that it is likely that checks in payment of such deposits will not be negotiated. This
deposit will be returned at any time upon return of the copy of this Plan in good
condition. Such deposit will also be returned to a purchaser upon his or her
execution of a Contract of Sale, in which case the purchaser may retain this Plan.
1.17.3 In the interest of making this Plan manageable and readable, the
descriptions set forth in Part I of this Plan are intended to cover the most critical
points; however, purchasers are cautioned that a full understanding of all details
(some of which details may be important to some but not all purchasers) requires
a reading of the Lot Owners Declaration and the other Governing Instruments
included in Part II of this Plan.
1.18 AMENDMENTS. Sponsor reserves the right to revise the terms and
conditions of this offering in any particular, subject only to applicable laws and
Offering Plan - Kingfield 27
regulations. Any material revision will be made by amendment to this Plan duly filed
with the Department of Law. Each amendment will be served (that is, delivered
personally or mailed as described in Regulations adopted by the Department of Law) on
all persons who have purchased Lots, or who have executed and delivered Contracts of
Sale for Lots and are not in default thereunder. If a material amendment adversely
affects purchasers still in contract to buy Lots, they will be given 30 days after
presentation of the amendment in which to rescind their Contracts of Sale and receive a
prompt, full refund of their deposits, with interest only to the extent any was earned.
THE PURCHASE OF A LOT ASSOCIATED WITH MANDATORY
MEMBERSHIP IN A LOT OWNERS ASSOCIATION HAS MANY SIGNIFICANT
LEGAL AND FINANCIAL CONSEQUENCES AND MAY BE ONE OF THE
MOST IMPORTANT FINANCIAL TRANSACTIONS OF YOUR LIFE. THE
ATTORNEY GENERAL STRONGLY URGES YOU TO READ THIS OFFERING
PLAN CAREFULLY AND TO CONSULT WITH AN ATTORNEY BEFORE
SIGNING A CONTRACT OF SALE.
2. DESCRIPTION OF COMMON AREAS AND FACILITIES TO BE OWNED OR
MAINTAINED BY THE LOT OWNERS ASSOCIATION.
2.1 THE PROPERTY. The Property and the Common Areas are described
generally in Paragraph 1.3. Approximately one-half acre of the Common Area Lot,
along the Westerly edge of the Property, is located outside the Village, and within the
Village of Harrison; because this small area includes no improvements, it is disregarded
in this Plan. Two Reports by Sponsor's Architect are set forth in Attachment G — one
Report describes the Recreational Facilities in detail, and the other Report describes
those elements of the Homes that the Association will be responsible for maintaining as
described in Paragraph 1.8; references in this Plan to "the Architect's Report" will be
considered to refer to whichever of the two Reports is reasonably required by the
context of the reference. Land and site improvements are described in detail in the
Report of Sponsor's Engineer in Attachment F. Refer also to the description of utility
installations and services in Paragraph 1.13, and the Site Plan in Attachment B.
2.2 THE COMMON AREAS; WETLANDS, WATERCOURSES AND AREAS OF
SPECIAL FLOOD HAZARD.
2.2.1 Except for the Recreational Facilities, internal roadways, parking
areas, signage, lighting, walkways and other facilities, and underground drainage
lines, the Common Area Lot will comprise open space.
2.2.2 Blind Brook, a watercourse, runs generally back and forth along the
Westerly boundary of the Property. Approximately 0.24 acres of the Property lie
within the watercourse. Activities in watercourses are regulated by the United
States Army Corps of Engineers. Approximately 3.12 acres of the Property lie
within the 100' "setback" from the watercourse, in which activities are regulated
by the Village. There are no regulated wetlands on the Property.
Offering Plan - Kingfield 28
2.2.3 The Federal Emergency Management Agency (FEMA) maps water
elevations to be expected during floods of specified severities, severity being
measured by the percentage chance that a particular level of flood will occur
during a given one-year period. An area in which there is a 1% or greater
chance of inundation by flooding each year (also described as a "100-year flood")
is considered to be a Special Flood Hazard Area (SFHA).
2.2.4 The 100-year flood elevation (the expected water level according to
FEMA) along Blind Brook ranges from 260 feet at the Northwest corner of the
Property to 251 feet at the Southwest corner of the Property. Compare the
design elevation of the lowest basement level in the Homes, which is 279.17 feet
— more than 19 feet above the 100-year flood elevation.
2.2.5 As a mitigation measure to limit flooding of Blind Brook, there are
three basins under construction on the Property to detain stormwater flowing
"downhill" across the Property toward Blind Brook. "Basin C", by far the largest
of these basins, will occupy approximately three acres, with a projected,
maximum water elevation of 258 feet during a 100-year flood (compare this to
the lowest basement design elevation in the Homes of 297.17 feet). Moreover,
the distance between Basin C and developed areas on the Property will be 60
feet or greater at all points.
2.3 GOVERNMENTAL REQUIREMENTS. The Community will be developed
and constructed in accordance with all applicable zoning and building laws, including
without limitation the zoning and subdivision provisions of the Village Code, and the
New York State Uniform Fire Prevention & Building Code, as interpreted and enforced
by the Village Building Department.
2.4 TIMETABLE. Sponsor's anticipated construction timetable is set forth in
Paragraph 1.16.
2.5 ROADS AND ACCESS.
2.5.1 The construction of internal roadways on the Property, as well as
walkways and driveways, is described in the Report of Sponsor's Engineer in
Attachment F. Internal roadways will be constructed to standards of the Village
applicable to publicly-owned streets, but it is not anticipated that the internal
roadways will be offered in dedication to the Village or to any other public entity.
2.5.2 Access between the Property and the nearest public street, which is
King Street, is described in Paragraph 1.3.
2.5.3 Each Home will be served by its own driveway, which is reserved
for the exclusive use of the Lot Owner. Such driveway will lead from the Home's
garage to one of the foregoing internal roadways.
[Projected Budget begins on the next page]
Offering Plan - Kingfield 29
3. SCHEDULE A: PROJECTED BUDGET.
PROJECTED SCHEDULE OF RECEIPTS AND EXPENSES FOR THE FIRST YEAR
OF LOT OWNERS ASSOCIATION OPERATION, COMMENCING NOVEMBER 1,
2017.
Introductory Comments: Full Occupancy Budget.
This budget is based on the twelve-month period beginning on the commencement date
shown, which Sponsor believes is a realistic projection of when the first Lot will be
conveyed and when the Association's financial operations will begin. The actual
commencement date may occur earlier or later, but— if the actual commencement date
occurs more than six months after the projected commencement date - this Plan must
be amended to include a revised budget disclosing then-current projections. If the
amended projections of monthly Assessments exceed the original projections set forth
herein by 25% or more, Sponsor will offer all purchasers 30 days after presentation of
such amendment in which to rescind their Contracts of Sale and have their deposits
refunded, with interest only to the extent any was earned. If the actual commencement
is delayed by Sponsor for twelve months or more, Sponsor will promptly present an
amendment that offers all purchasers 30 days after presentation of such amendment in
which to rescind their Contracts of Sale and have their deposits refunded, with interest
only to the extent any was earned.
The Association's fiscal year will end on December 31, in each year. Operation of the
Association will commence upon Sponsor's conveyance of the first Lot, so that (if such
conveyance occurs other than on January 1) the Association's first fiscal year will be
less than one calendar year long. The projected budget will be reduced so as to adapt
it to the shortened fiscal year.
This projected budget is a "full occupancy" budget, the purpose of which is to provide a
realistic projection of what Association Expenses would be on the commencement date
as if all Lots had been conveyed, all Lots were paying their Assessments and the
Association were in full, ongoing operation. Realistically, the Community will not be
fully-occupied on the commencement date, and during early periods of operation may
not incur all projected costs at the full occupancy rate.
It is possible that, in the interest of administrative convenience while few Lots have yet
been conveyed, Sponsor may elect to defer the commencement of the Association's
financial operation. The right to make such election is reserved by Sponsor in the Lot
Owners Declaration, and it may be exercised by giving notice to such effect to the then-
current Lot Owners (or, as appropriate, to the purchasers who have signed Contracts of
Sale but have not yet closed title to their Lots). While such election remains in effect,
Sponsor must absorb all Association Expenses. Sponsor may terminate such election
at any time, in the same manner as the election was made, and may not renew such
election after it has been terminated.
Offering Plan - Kingfield 30
Introductory Comments: Categorization and Allocation of Association Expenses.
An Association Expense that is incurred by reason of a Lot Owner's violation of the
Declaration, or by reason of abuse or misuse of the Property by the Lot Owner (or any
tenant, resident or guest of the Lot Owner's Home), is called an "Individual Unit
Expense", and will be recouped by an "Individual Unit Assessment" specially imposed
by the Association on such Lot Owner's Lot.
Otherwise, Association Expenses will be allocated among the Lots according to their
"Allocated Interests", as follows:
(1) Each Lot will be assigned an Allocated Interest based on the Type of Lot as
described in Paragraph 1.4.3. The Allocated Interests have been determined by
Sponsor on the basis of the approximate, relative sizes of the Homes to be
constructed on the various Types of Lots, and the approximate, projected values
of those Homes. No representation is made that specific numerical standards
have been employed in these assignments. The Allocated Interests will not be
subject to alteration by reason of changes in Sponsor's designs for the Homes,
purchasers' alterations to their Homes, Sponsor's actual selling prices, actual re-
sale prices, changes in value or any other reason.
(2) The Allocated Interest assigned to a Lot will be expressed as a percentage.
The Allocated Interests will be (a) for Type A Lots, 0.888%; (b) for Type B Lots,
1.0320%; (c) for Type C Lots, 0.960%; and (d) for AFFH Lots, 0.400%.
(3) All Conventional Lot Owners are automatically entitled to use the
Recreational Facilities. The Allocated Interests of AFFH Lots reflect in part the
fact that the Owners of AFFH Lots ("AFFH Lot Owners") will have no right to use
the Recreational Facilities, unless they elect to become entitled to such use (that
is, to become "Recreation Members"). If an AFFH Lot Owner elects Recreation
Membership, the Lot's Allocated Interest will be changed from 0.400% to 0.600%,
resulting in a 50% increase in Assessments. This increase will remain effective
for twelve full months following the date of election. This is a special risk to
purchasers of AFFH Lots. At the end of the twelve-month period, if the election
is not renewed, the Allocated Interest will return to the lower figure. The Board
may impose limits on the dates within which an election of Recreation
Membership may be made.
(3) If one or more AFFH Lot Owners elect Recreation Membership, the Allocated
Interests will aggregate slightly more than 100%, which would result in a small
change in the Lots' respective shares of Association Expenses.
(4) As described in Paragraph 9.16, Sponsor reserves the right to reconfigure
the Lots for various reasons, which might result in a reduction in the total number
of Homes and/or the number of Homes of each Type. If this occurs, the
aggregate of the Lots' Allocated Interests might be more or less than 100%,
Offering Plan - Kingfield 31
which would result in a small change in the Lots' respective shares of Association
Expenses. Given the constraints on any such reconfiguration, and the small
arithmetical impact of any reduction in the aggregate of the Lots' Allocated
Interests, Sponsor believes that the dollar impact of such reconfiguration would
be relatively inconsequential.
(5) The Association is permitted to revise its budget from time to time to account
for unexpected changes in anticipated Association Expenses, and is permitted to
impose Special Assessments when needed. Except as thus described,
Assessments to recover budgeted Association Expenses will be imposed in
monthly installments.
Introductory Comments: Assessments Payable by Sponsor For Unsold Units.
Once the Association's financial operations begin, Sponsor may elect either to pay
Assessments on account of its Unsold Units at the same rate and on the same basis as
other Lot Owners, or it may elect to pay a "Deficiency Assessment". As long as Sponsor
elects to pay a Deficiency Assessment, the Lot Owners other than Sponsor will pay
Assessments at the rate projected in this full-occupancy budget, as such projection may
be updated from time to time. Sponsor's Deficiency Assessment will equal the difference
between the actual Association Expenses (excluding Individual Unit Expenses), and the
Assessments imposed against Lots owned by the other Lot Owners. Once Sponsor
terminates such election, it must pay Assessments on the same basis as the other Lot
Owners, and may not again elect to pay only a Deficiency Assessment. This is a special
risk to purchasers.
After Sponsor ceases to control the Board, its Deficiency Assessment (if still then
applicable) must be calculated in accordance with a budget prepared by the Board in
good faith compliance with the Department of Law Regulations that would govern
Sponsor's updating of its Projected Budget as if it were required to be certified by an
"expert", and it will be assumed that the Lot Owners other than Sponsor are paying
Assessments at the rate projected (or that would be projected) under such good-faith
Projected Budget . That is, the Board cannot increase Sponsor's Deficiency Assessment
by underestimating the Association's appropriate budget.
While Sponsor is in control of the Board, Sponsor will cause the Association to assert a
lien against all Unsold Units as described in Paragraph 11.26, if Sponsor's payment of
its Deficiency Assessment is more than 30 days in arrears.
[Projected Budget begins on the next page]
Offering Plan - Kingfield 32
PROJECTED SCHEDULE OF RECEIPTS AND EXPENSES FOR THE FIRST YEAR
OF LOT OWNERS ASSOCIATION OPERATION, COMMENCING NOVEMBER 1,
2017.
Refer to the numbered Footnotes, beginning on page 35
PROJECTED INCOME
[Refer to Summary Calculations for each Type of Lot, below]
Footnote
(1) Total Annual Assessments — 110 Lots 7875646
(2) Other income 0
Total Income: 7879646
Annual Assessment - Type A Lots: 6,994
Monthly Assessment per Type A Lot 583
Annual Assessment - Type B Lots: 8,129
Monthly Assessment per Type B Lot 677
Annual Assessment - Type C Lots: 7561
Monthly Assessment per Type C Lot 630
Annual Assessment—AFFH Lots: 3,151
Monthly Assessment per AFFH Lot: 263
Note: The Allocated Interest assigned to a Lot will be expressed as a
percentage. The Allocated Interests will be (a) for Type A Lots, 0.888%; (b) for
Type B Lots, 1.0320%; (c) for Type C Lots, 0.960%; and (d) for AFFH Lots,
0.400%. Refer to the discussion in the Introductory Comments preceding this
Projected Budget, on page 30.
PROJECTED ASSOCIATION EXPENSES
(3) Labor
Site Superintendent 31,700
Pool Attendants 26539
(4) Utilities
+ Electricity 85500
Offering Plan - Kingfield 33
Water (Lawn Irrigation) 2,300
Water (Pool & Clubhouse) 5,618
Communications (Clubhouse) 4,716
Gas 6,240
(5) Repairs, Maintenance and Supplies
General (not Recreational) 126,000
Recreational Facilities 3,100
Reimbursement to Reckson (REA) 70,933
(6) Service Contracts
Landscape Maintenance 87,000
Snow Plowing 75,000
Fire Alarm / Sprinkler (Clubhouse) 2,000
Pool Maintenance 8,000
Clubhouse Cleaning 12,000
Lawn Irrigation 14,200
(7) Insurance 87,500
(8) Management 525800
(9) Professional Fees
Legal 5,000
Audit 4,000
(10) Other Expenses
Office and miscellaneous 3,750
Real Estate Taxes 0
Franchise Taxes 0
Licenses and permits (Pool) 750
(11) Reserve Fund Accumulation 150,000
Total: 7875646
Notes:
(1) This budget is based on the twelve-month period beginning on the
commencement date shown, which Sponsor believes is a realistic projection of
when the first Lot will be conveyed and when the Association's financial
operations will begin. The actual commencement date may occur earlier or later,
but— if the actual commencement date occurs more than six months after the
projected commencement date - this Plan must be amended to include a revised
Offering Plan - Kingfield 34
budget disclosing then-current projections. If the amended projections of
monthly Assessments exceed the original projections set forth herein by 25% or
more, Sponsor will offer all purchasers 30 days after presentation of such
amendment in which to rescind their Contracts of Sale and have their deposits
refunded, with interest only to the extent any was earned. If the actual
commencement is delayed by Sponsor for twelve months or more, Sponsor will
promptly present an amendment that offers all purchasers 30 days after
presentation of such amendment in which to rescind their Contracts of Sale and
have their deposits refunded, with interest only to the extent any was earned.
(2) It is possible that, in the interest of administrative convenience while few Lots
have yet been conveyed, Sponsor may elect to defer the commencement of the
Association's financial operation. The right to make such election is reserved by
Sponsor in the Lot Owners Declaration, and it may be exercised by giving notice
to such effect to the then-current Lot Owners (or, as appropriate, to the
purchasers who have signed Contracts of Sale but have not yet closed title to
their Lots). While such election remains in effect, Sponsor must absorb all
Association Expenses. Sponsor may terminate such election at any time, in the
same manner as the election was made, and may not renew such election after it
has been terminated.
[Numbered Footnotes begin on the next page]
Offering Plan - Kingfield 35
FOOTNOTES TO PROJECTED BUDGET (SCHEDULE A)
INCOME.
(1) ASSESSMENTS. Refer to the discussion of how Assessments are categorized and
allocated in the General Comments, above.
(2) OTHER INCOME.
For purposes of this projected budget, it is assumed that no AFFH Lot Owners will
elect Recreation Membership.
The Association might have incidental income from fines, guest fees and the like,
if the Board chose to impose them, or from earnings on invested funds, but no
such income is projected for purposes of this budget. There are no contracts or
leases that will provide income to the Association.
EXPENSES.
(3) LABOR. This line covers estimated personnel expenses, for individuals who will not
be employees of the Association, but will be provided by contract:
(A) The Managing Agent expects to assign one or more employees to the
Association, the cost of which will be reimbursed by the Association. This
projected budget anticipates the equivalent of one, half-time on-site
superintendent, with "gross" weekly compensation of $515, or$26,780. The
Managing Agent's payroll department estimates additional, payroll costs at an
effective rate of 14.25%, or $3,816, comprising (1) FICA (social security
contribution), at an effective rate of 7.65% of gross compensation;
(2) Connecticut unemployment tax, at an effective rate of 4.8%; (3) FUTA
(Federal unemployment tax), at an effective rate of 0.6%; and (4) FUTA special
assessment at an effective rate of 1.2% of gross compensation. In addition, the
Association would be required to pay for worker's compensation and disability
coverage, the projected cost of which is $1,700 according to the insurance
proposal from Bouvier Insurance. The foregoing reflects compliance with
applicable laws, such as worker's compensation coverage, disability insurance,
unemployment insurance, and social security and other taxes. The Managing
Agent's employees assigned to the Association will not be covered by any union
contract.
(B) A non-union lifeguard during the hours 11:00 a.m. — 7:00 p.m. during a
season running from May 26 — September 3, 2018. The estimate is based on a
proposal from North Jersey Pool Management LLC, d/b/a American Pool. The
proposal provides an "all-in" price for furnishing lifeguards that will be employees
of American Pool, and accordingly covers all costs of the lifeguards to the
Offering Plan - Kingfield 36
Association. This level of staffing complies with applicable housing and labor
laws if any, and with other legal requirements.
(4) UTILITY COSTS. This line covers the following expenses:
(A) Electricity usage on the Common Areas, principally for the Recreational
Facilities, and site and roadway lighting. This line is based on an estimate, dated
February 3, 2017, provided by Sponsor's consultant, Sprague Energy, 200 West
Park Drive, Westborough, Massachusetts 01581. The estimate covers projected,
annual usage of 50,000 kwh, at an effective rate (including all taxes) of$0.17 /
kwh. Sponsor's consultant projects "no impact from inflation".
(B) Gas usage for the Recreational Facilities, based on an estimate, dated
February 3, 2017, provided by Sprague Energy. The estimate covers projected,
annual usage of 4,800 therms, at an effective rate (including all taxes) of$1.30 /
therm. Sponsor's consultant projects "no impact from inflation".
(C) Water consumption for lawn and landscape irrigation, and the Clubhouse,
based on (1) consumption estimate (4,787 gallons per day during the irrigation
season), dated March 15, 2016, from Sponsor's Engineer, which is Divney Tung
Schwalbe LLP, One North Broadway, White Plains, New York 10601; (2) rate
schedule from the water supplier, which is SUEZ Water Westchester, Inc.; and
(3) review and consultation with the water supplier by the prospective Managing
Agent.
(D) Water consumption for the swimming pool, based on (1) consumption
estimate (29,920 gallons for the season) from Putnam Swimming Pool Service,
Inc., 7 Depinedo Avenue, Stamford, Connecticut 06902; (2) rate schedule from
the water supplier, which is SUEZ Water Westchester, Inc.; and (3) review and
consultation with the water supplier by the prospective Managing Agent.
(E) Communications cost for telephone, television and internet service in the
Clubhouse, based on proposal from P2 telecom LLC, 53 Larkin St, Stamford, CT
06907.
(5) REPAIRS, MAINTENANCE AND SUPPLIES. This line covers the following
expenses:
(A) General costs not related to the Recreational Facilities, based on experience
of the prospective Managing Agent. This is effectively a contingency allowance,
because it is difficult to forecast which expenditures might be required in any
particular year. In general, the estimate covers the following items:
Exterior building maintenance of the Homes, as required (for example,
roofs and exteriors, and Common Walls - see Paragraph 1.8).
Offering Plan - Kingfield 37
Incidental landscape maintenance, not covered by the service contracts
described in Footnote (6).
Maintenance required by the REA as described in Paragraph 1.9.2,
consisting of (a) the obligation to maintain a visual screen, which Sponsor
will initially construct, along the boundary between the Property and the
Office Park; (b) the obligation to maintain an emergency accessway,
which Sponsor will initially construct, leading from the Property, across the
Northerly area of the Office Park, to King Street; and (c) the obligation to
maintain a sign identifying the Community, which the REA allows the
Property to place at the corner of International Drive and King Street.
Tree care, covering pruning or removal of damaged or diseased trees that
may present a hazard.
Miscellaneous supplies for building and grounds maintenance.
(B) Miscellaneous repairs to the Recreational Facilities, not covered by the
service contracts described in Footnote (6). This is effectively a contingency
allowance, because it is difficult to forecast which expenditures might be required
in any particular year.
(C) Reimbursements to Reckson for part of its costs in maintaining International
Drive, the Drainage Facilities and certain landscaping, as described in
Paragraph 1.9.2. This line is based on letter from Reckson, dated November 28,
2016, regarding its 2017 budget projection for the items requiring contribution
from the Association, which is reproduced with the REA in Attachment J. The
Association will have no "operational" control over Reckson's performance of such
maintenance.
(6) SERVICE CONTRACTS. This line covers the following services, based on
proposals from prospective contractors, with which Sponsor has not signed contracts:
(A) Regular landscape maintenance, based on proposal from Landscape
Management Systems, Inc., 175 Lincoln Avenue, West Harrison, New York
10604.
(B) Snow plowing, based on proposal from Landscape Management Systems,
Inc. The actual cost could vary, depending on the number of events requiring
clearing of snow or ice.
(C) Fire Alarm / Sprinkler/ Pool Camera monitoring for the Clubhouse and pool,
based on proposal from Security Specialists, division of Alert Systems, LLC,
3 Depinedo Avenue, Stamford, Connecticut 06902.
Offering Plan - Kingfield 38
(D) Pool maintenance contract, covering seasonal opening and closing, end of
season draining and cleaning, weekly application of chemicals and weekly
vacuuming, based on proposal dated from Putnam Swimming Pool Service, Inc.
7 Depinedo Avenue, Stamford, Connecticut 06902.
(E) Clubhouse cleaning, based on proposal from Sentinel Maintenance, 241
Long Ridge Road, Stamford, Connecticut 06902.
(F) Provision of a non-union lifeguard during the hours 11:00 a.m. — 7:00 p.m.
during a season running from May 26 — September 3, 2018, based on a proposal
from North Jersey Pool Management LLC, d/b/a American Pool. This level of
staffing complies with applicable housing and labor laws if any, and with other
legal requirements.
(G) Lawn irrigation maintenance, based on proposal from Summer Rain
Sprinkler Systems, Inc., P.O. Box 4808, Greenwich, Connecticut 06831.
[Sponsor has not yet signed contracts with the prospective contractors.]
(7) INSURANCE. This line covers the Association's insurance as described in
Paragraph 1.10, and is based on a proposal from Bouvier Insurance. The principal
elements of coverage are the following:
Property coverage on an agreed amount replacement cost basis for the Homes
and the Clubhouse. For such purpose, the agent assigns an aggregate
replacement value of $40,000,000 to the Homes and the Clubhouse ($5000
deductible).
General public liability insurance to a basic limit of$1,000,000 per occurrence with
no aggregate limit. The deductible is zero. Excess liability coverage is included
to a limit of$15,000,000, with a $10,000 deductible.
Fidelity insurance for persons handling the Association's funds, as described in
Paragraph 1.10.5, including forgery or alteration, to a limit of$250,000. The
deductible is zero.
Directors and officers liability coverage to the same limit as the basic limit of
liability coverage. The deductible is $2,500.
Business income coverage, covering loss of Assessment income for damaged
Homes, for actual loss sustained during a 12-month period.
Auto liability, covering non-owned automobiles and hired automobiles, is covered
to the limit of the liability insurance.
There is no garage keeper's liability insurance because there is no garage.
Offering Plan - Kingfield 39
The insurance proposal includes a separate estimate for the cost of worker's
compensation and disability insurance coverage for the on-site superintendent;
that cost is included at Footnote (3A).
The Association's proposed property and liability insurance coverage conform to
requirements of the Lot Owners Declaration, which provides that:
(a) Policies, other than worker's compensation if any is carried by the
Association, must identify the Lot Owners as additional insureds as their
respective interests may appear, but need not identify each Lot Owner by
name.
(b) There may be no cancellation without notice to the Board.
(c) The insurer must waive subrogation against the Association, the Lot
Owners and all persons lawfully resident at or otherwise lawfully occupying
the Property.
(d) The insurer must waive invalidity because of acts of the insureds or Lot
Owners.
(e) The insurer must waive pro-rats reduction because of any additional
insurance maintained by any Lot Owner.
(f) The insurer must issue certificates from time to time, evidencing that
the required insurance is in force, to the Association and on written request
to any Lot Owner and the holder of any security interest in a Home.
(g) Each policy must be written on a customary form by an insurer
licensed to do business in New York, with a rating of A-/VII or better
according to the then-current ratings reference by A.M. Best, or
comparably rated by such authority as may be the recognized authority
from time to time.
(8) MANAGEMENT.
The prospective Managing Agent is Plaza Realty and Management Corporation,
which is described in Paragraph 16.3. It is not affiliated with Sponsor.
The Management Agreement will have an initial term of that expires on
December 31, 2018, after which time it may be cancelled by either party on 30
days' notice. In addition, if the Association does not fulfill its obligations, the
Managing Agent may cancel on five days' notice. This is a special risk to
purchasers.
Offering Plan - Kingfield 40
This line includes a monthly fee of$4,400 (plus applicable sales tax) payable
under the Management Agreement. Sponsor believes that this fee is
comparable to what other managing agents might charge for similar services,
but cannot represent that other managing agents would be willing to accept
engagement by the Association, or at the same rate. The monthly fee may be
increased as of each January 1, after 2018, on 30 days' notice to the
Association, to a rate that is comparable to what other managing agents would
then charge for similar services.
The principal services to be performed by the Managing Agent are:
(a) Administrative and bookkeeping tasks reasonably required for the
operation of the Association and the Property, to the extent of the
Association's responsibilities in that regard.
(b) Assisting the Board with the preparation of budgets.
(c) Billing for and collecting Assessments, arranging payment of the
Association's bills and rendering monthly statements to the Board of
Directors.
(d) Advising the Board with respect to the hiring and discharge of
employees, whether they would be employees of the Association or (more
likely) employees of the Managing Agent.
(e) Arranging maintenance and repairs to the extent of the Association's
responsibility.
(f) Advising the Board with respect to the procurement of tools, fuel,
supplies, utility services and other services.
(g) Advising the Board with respect to the procurement of the
Association's insurance.
(h) Maintaining relations with the Lot Owners.
The Managing Agent is entitled to additional compensation for performing certain
services if the Association requests them, such as supervising extraordinary
maintenance projects or restoration of casualty damage, and supporting litigation
or arbitration that involves the Association.
The Association must reimburse the Managing Agent in customary manner for
certain out-of-pocket expenditures, the projected cost of which is covered by the
line for Office Expense at Footnote (10).
Offering Plan - Kingfield 41
There is no provision for the Managing Agent's assignment of the Management
Agreement, other than to an entity that controls, is controlled by or is under
common control with the then-incumbent Managing Agent.
(9) PROFESSIONAL FEES. This line covers the following:
(A) Legal fees, based on an estimate from Pullman & Comley, LLC, covering
consultations regarding the operation of the Community and Association;
collections and litigation are excluded. This estimate is effectively a contingency
allowance, because it is uncertain what needs the Association might have for
legal services in any particular year. It may be determined by Sponsor and its
counsel that such counsel can advise Sponsor while Sponsor controls the Board,
but that Sponsor's counsel will not directly represent the Association.
(B) Audit fees, covering the preparation of an annual, audited (certified) financial
statement for the Association, filing of corporate tax returns, and routine
bookkeeping support. This line is based on a proposal from Haims, Buzzeo &
Company, P.C., Certified Public Accountants, 666 Summer Street, Stamford,
Connecticut 06901.
(10) OTHER EXPENSES. This line covers the following:
(A) Postage, printing, copies, clerical support and similar expenses for the
administration of the Association. This estimate is based on the experience of
the prospective Managing Agent.
(B) Because the Common Areas have no value separate from the Homes, the
theoretically "appropriate" method of assessment includes a proportionate share
of such value in the assessed valuation of each Home, with the assessed
valuation of the Common Areas being "zero". Most of the Property is located
within the Village, for which assessment matters are handled by the Town of Rye
Assessor, who advised Sponsor's counsel that the Common Areas will either be
assessed at zero, or at $500. Even if the latter value is selected, the taxes
payable will be negligible. Sewer use fees of the County are billed as a
component of real estate taxes.
(C) As described in the Tax Opinion of Sponsor's Counsel in Attachment M, it is
anticipated that the Association will be entitled to elect (and will elect) treatment
as a "homeowners association" under relevant provisions of the Internal
Revenue Code. It is also anticipated that the Association will have no Federal
Income Tax liability. Therefore, although the Association will be required to file a
New York State return as if it were a business corporation, it will have no New
York State franchise tax liability.
(D) Licenses and permits for operation of the swimming pool, based on advice
from Sponsor's prospective pool maintenance contractor.
Offering Plan - Kingfield 42
(11) RESERVE FUND.
This line covers accumulation of reserves against non-recurring, major ("capital")
expenditures. The Projected Budget includes a separate tabulation, set forth at
the end of this Footnote, of the items that might ultimately require such
expenditures, together with Sponsor's estimate (which is not a guarantee) of
each such expenditure and the years expected to elapse before each such
expenditure might be expected and the amount of such expenditure in current
dollars. Sponsor projects no such expenditures during the first five years of the
Association's operation.
Sponsor will require each incoming purchaser to contribute an amount to the
Reserve Fund equal to two months' Assessments against his or her Lot
according to this Projected Budget. Sponsor will not make such contributions.
If the Reserve Fund proves inadequate for a required capital expenditure, a
Special Assessment or increased monthly Assessments would be necessary.
Neither the Department of Law nor any other governmental agency has passed
upon the adequacy of the Reserve Fund. This is a special risk to purchasers.
TABULATION OF PROJECTED FUTURE CAPITAL EXPENDITURES
Item Projected Cost Useful Life
(current dollars) (years)
Roofs (Homes), including 1,607,260 40
removal of then-existing
Exterior Siding, including 3,109,000 50
removal of then-existing
Exterior Paint/Stain 424,795 15
Roadways and Driveways 200,000 15
— Topcoat
Clubhouse Roof, including 801000 40
removal of then-existing
Pool Filtration Equipment 45,000 15
Sponsor believes these figures to be reasonable at the current time, but does not
guarantee that they will be valid at the time any particular expenditure is required.
[Section 4 begins on the next page]
Offering Plan - Kingfield 43
4. INTERIM LEASES.
Sponsor does not intend to lease Unsold Units before Closing, whether to purchasers
under contract or others.
5. PROCEDURE TO PURCHASE.
5.1 CONTRACT OF SALE.
5.1.1 This Section 5 describes the procedure for purchasing Lots. The
procedures for purchasing AFFH Lots will be different from the procedures that
apply to Conventional Lots, and are described in Section 7.
5.1.2 Ordinarily, if the Selling Agent determines that a prospective
purchaser is considering the purchase of a Lot at a price and according to terms
that Sponsor is likely to accept, the Selling Agent will ask the purchaser to make
a $500 "Preliminary Deposit" to keep the Lot available. At that time, the Selling
Agent will also deliver a copy of this Plan to the purchaser; references in this
Section 5 to delivery of this Plan mean delivery of this Plan and such
amendments hereto, if any, as have been filed as described in Paragraph 1.18.
It is not expected that the purchaser's check for the Preliminary Deposit will be
negotiated, and neither Sponsor nor the purchaser will be bound by delivery of
the Preliminary Deposit.
5.1.3 The purchaser may terminate this informal "hold" on the Lot, and
receive the return of his or her Preliminary Deposit at any time, by requesting the
same from the Selling Agent. Alternatively, if, in the Selling Agent's judgment,
the Sponsor will not accept the proposed sale, or the parties have not made
sufficient progress toward execution of a Contract of Sale as further described
herein, the Selling Agent may terminate the informal "hold" and return the
Preliminary Deposit. Return of the Preliminary Deposit will be conditioned in any
event upon return of this Plan to the Selling Agent.
5.1.4 In order to proceed with the purchase of a Lot, the prospective
purchaser and Sponsor must sign a Contract of Sale in four counterparts, in the
form reproduced in Attachment D. The purchaser will work with the Selling Agent
to complete the Contract of Sale, which will identify the purchaser, the Lot,
purchase price and other details, and will include attachments that describe the
Home to be constructed with particularity.
5.1.5 The Selling Agent will determine whether Sponsor will accept the
Contract of Sale. Sponsor's acceptance will be signified by its execution of the
counterparts of the Contract of Sale. If and when the Selling Agent has that
acceptance in hand, it will notify the purchaser who — if the purchaser still intends
to proceed — must then sign all counterparts of the Contract of Sale, and deliver
these to the Selling Agent together with (a) a check for the "Reservation Deposit"
described in Paragraph 5.2; and (b) a "Form W-9" showing the purchaser's social
Offering Plan - Kingfield 44
security number. References in this Section 5 to the "purchaser" refer if
applicable to all individuals who comprise the purchaser, and references to "his
or her" refer to a single, individual purchaser or to all such individuals, as the
case may be.
5.1.6 The Contract of Sale will identify the purchaser's attorney, and
notices to the attorney will be considered given to the purchaser. The purchaser
may replace its attorney by giving notice thereof to the Selling Agent.
5.1.7 The purchaser may rescind the Contract of Sale within seven days
after the purchaser's delivery of the signed Contracts of Sale and the Reservation
Deposit. In order to rescind, the purchaser must either personally deliver a
written notice of rescission to Sponsor or the Selling Agent within the seven-day
period, or mail the notice of rescission to Sponsor or the Selling Agent and have
the mailing postmarked within the seven-day period. In the event of rescission,
the Reservation Deposit will be returned promptly to the purchaser, with interest
only to the extent that any was earned.
5.1.8 The Contract of Sale may (a) identify changes, options and
additional charge selections ("Options"), if any, that the purchaser may elect;
(b) with respect to any (or all, as the case may be) of such Options, either set
forth a deadline for such elections, or state that they may be made within a
specified time after Sponsor gives notice that such elections must be made in
order to facilitate completion of the Home; and (c) either specify the cost of such
Options, or note that such costs will be determined before the elections are
made.
5.1.9 Price-related terms of individual Contracts of Sale may be
negotiable. Such terms may include (a) the amount of the required Reservation
Deposit; (b) allowances or credits on account of closing or other costs; and
(c) time periods within which to seek or obtain financing, or to close. No
representation is made that Sponsor will, at any particular time or for any
particular purchaser, agree to any term that varies from the terms identified in
this Plan, nor is any purchaser obligated to attempt to negotiate terms different
from those set forth in this Plan.
5.2 RESERVATION DEPOSIT; OPTION COSTS.
5.2.1 The "Reservation Deposit", payable upon the purchaser's execution
of the Contract of Sale, will equal 10% of the purchase price. Checks for
Reservation Deposits should be made payable to "Cuddy & Feder Escrow
Agent". References elsewhere in this Section 5 to a purchaser's "Deposit", refer
— absent further specification - collectively to all deposits or other amounts paid
by the purchaser under the Contract of Sale, excluding "Option Costs" as
described in Paragraph 5.2.2 Each purchaser's Deposit will be held in escrow as
described in Paragraph 5.12.
Offering Plan - Kingfield 45
5.2.2 Amounts paid on account of Options ("Option Costs"), whether
simultaneously with or after the execution of the Contract of Sale, will not be
considered part of the purchaser's Deposit, will be payable to Sponsor and will
not be held in escrow as described in Paragraph 5.12. If and when such sums
are properly and actually applied by Sponsor, they become non-refundable in the
event of the rescission of the purchaser's Contract of Sale, unless such
rescission occurs by reason of Sponsor's inability to convey good title as required
by the Contract of Sale, Sponsor's inability to close within the time allowed by the
Contract of Sale, or Sponsor's abandonment of this Plan, in which event the
Option Costs must be refunded. Disputes over the purchaser's entitlement to
refund will be subject to resolution in the same manner as provided in
Paragraph 5.14 with respect to disputes regarding disbursements from the
Escrow Account. The foregoing is a special risk to purchasers.
5.3 ASSIGNMENT OF CONTRACTS OF SALE. A purchaser may not assign
his or her rights under the Contract of Sale without Sponsor's consent, and Sponsor
cautions that it may be unwilling to grant such consent. However, an individual
purchaser who signs a Contract of Sale may direct, at "Closing", that the Lot be
conveyed to the purchaser, to the purchaser's spouse, or to the purchaser and the
purchaser's spouse in such form as the purchaser specifies.
5.4 NOTICE OF CLOSING — TIME OF THE ESSENCE. Each purchaser will be
given at least 30 days' notice of Closing, and time will be "of the essence" with respect
to the occurrence of Closing within such period, or within whatever longer period is
specified in such "Closing Notice". The Closing Notice will have the same effect as a
notice of default as described in Paragraph 5.5, and purchaser's default in failing to
close on time will have the consequences described in Paragraph 5.5. This is a special
risk to purchasers. The parties may, however, agree - after the issuance of the Closing
Notice - that Closing will occur earlier than the date specified in the Closing Notice.
5.5 DEFAULT, RESCISSION AND LIQUIDATED DAMAGES.
5.5.1 If a purchaser fails to make any further payment when due under his
or her Contract of Sale, fails to close title to the Lot when required, or otherwise
defaults under the Contract of Sale, Sponsor may make a written demand for
such payment, or for the cure of such other default, stating that the Contract of
Sale will be rescinded unless the purchaser makes the payment or remedies the
other default within 30 days. It is possible that the only possible "cure" for a
purchaser's default is for the purchaser to close.
5.5.2 If the 30-day period expires, and the payment has not been made or
the other default has not been remedied, the Contract of Sale may be rescinded
by Sponsor without further warning to the purchaser, in which event (subject to
provisions of Paragraph 5.12 regarding disbursement of the Deposit from
escrow) Sponsor will retain the purchaser's entire Deposit, including interest to
the extent any was earned, as liquidated damages for the purchaser's default.
Offering Plan - Kingfield 46
5.5.3 The effect of Sponsor's notice of default as described in
Paragraph 5.5.2 will be to make time "of the essence" with respect to closing, or
the cure of the other default specified in Sponsor's notice, within 30 days after the
notice is given. This is a special risk to purchasers.
5.6 CLOSING.
5.6.1 Closing of title (usually described as "Closing") means the
settlement of Sponsor's and the purchaser's obligations to each other under the
Contract of Sale that are not specifically described in the Contract of Sale, or in
this Plan, as surviving Closing. Such settlement will include the purchaser's
payment of the balance of the purchase price in the manner described in
Paragraph 5.20.5, and Sponsor's delivery of title to and possession of the Lot to
the purchaser.
5.6.2 The parties' obligation to close title to a Lot is conditioned upon
completion of the Home, and of certain Common Areas, as described in
Paragraph 8.4.
5.6.3 Each purchaser will be given at least 30 days' notice of Closing, and
time will be "of the essence" with respect to the occurrence of Closing within
such period, or within whatever longer period is specified in such "Closing
Notice". The Closing Notice will have the same effect as a notice of default as
described in Paragraph 5.5, and purchaser's default in failing to close on time will
have the consequences described in Paragraph 5.5. This is a special risk to
purchasers. The parties may, however, agree - after the issuance of the Closing
Notice - that Closing will occur earlier than the date specified in the Closing
Notice.
5.6.4 Each Contract of Sale will specify an "Estimated Closing Date". If
Closing fails to occur within four months after the Estimated Closing Date, other
than by reason of default by the purchaser or the purchaser's lender, then the
purchaser may rescind the Contract of Sale, by giving notice to such effect to
Sponsor at any time before Sponsor in good faith gives a Closing Notice to the
purchaser. If the Contract of Sale is rescinded, the purchaser's Deposit
(including interest to the extent any was earned) will be refunded within ten days,
and neither party will have any further obligation to the other in connection with
the transaction.
5.6.5 Substantial completion of a Home on the Lot covered by a Contract
of Sale is a pre-condition to Closing for the Lot, as further described in
Paragraph 8.4. Before Closing, Sponsor and the purchaser will inspect the
Home and generate a "punch list" as described in Paragraph 8.4.
5.6.6 Sponsor warrants that the Home will be completed, and the Home
and Lot delivered, within two years after the Contract of Sale is signed. Certain
Offering Plan - Kingfield 47
qualifications that apply to this warranty, and the consequences of Sponsor's
failure to complete within the two-year period, are discussed in Paragraph 8.4.
5.7 RISK OF LOSS. Risk of loss to the Home from fire or other casualty will
remain with Sponsor, unless and until legal title to the Lot has been conveyed to the
purchaser.
5.8 CONFLICT BETWEEN PLAN AND CONTRACT OF SALE. The Contract of
Sale will provide that, in the event of any conflict between the Contract of Sale and this
Plan, this Plan will control.
5.9 CONSISTENCY WITH ARTICLE 23-A. Neither the Contract of Sale nor this
Plan may contain, or be modified to contain, a provision waiving purchaser's rights or
abrogating Sponsor's obligations under Article 23-A of the General Business Law.
5.10 ESCROW AGENT. All moneys paid by a purchaser in connection with the
purchase of a Home will be placed in a segregated, special escrow account (the
"Escrow Account") by the "Escrow Agent", which is Cuddy & Feder LLP, 445 Hamilton
Avenue, White Plains, New York 10601. The agreement between Sponsor and the
Escrow Agent regarding the treatment of Deposits is reproduced in Attachment K.
5.11 SIGNATORIES. All authorized signatories on the Escrow Account will be
attorneys admitted to practice in the State of New York who work at or for the Escrow
Agent, and who have the same business address and telephone number as the Escrow
Agent. Neither the Escrow Agent nor any authorized signatory may be Sponsor, the
Selling Agent, the Managing Agent, or a principal of any of them. However, a law firm
that has a member who is a principal may be the Escrow Agent, provided that members
of the firm who are signatories on the Escrow Account are not themselves principals.
5.12 THE ESCROW ACCOUNT —WHETHER INTEREST WILL BE EARNED.
5.12.1 The name of the Escrow Account will be "Cuddy & Feder LLP
Lawyers IOLA Escrow Account No. 5321550735 at JP Morgan Chase Bank, 235
Main Street, White Plains, New York 10601. The Escrow Account is insured by
the Federal Deposit Insurance Corporation ("FDIC").
5.12.2 The Escrow Account will be a special type of account,
denominated as an "Interest on Lawyers Account" ("IOLA") account. In an IOLA
account, neither the depository bank nor the account holder receives the benefit
of interest earned on deposits; rather, the interest is remitted to an account in the
custody of the state Comptroller known as the "New York Interest on Lawyer
Account (IOLA) Fund". The funds are administered by a Board of Trustees,
which is charged with distributing the funds as grants and contracts to not-for-
profit tax-exempt entities for the purpose of delivering civil legal services to the
poor and for purposes related to the improvement of the administration of justice,
including, but not limited to, the provision of civil legal services to groups
currently underserved by legal services, such as the elderly and the disabled,
Offering Plan - Kingfield 48
and the enhancement of civil legal services to the poor through innovative and
cost-effective means, such as volunteer lawyer programs and support and
training services.
5.12.3 The Escrow Agent is permitted to hold purchasers' Deposits in an
IOLA account if these are "qualified funds", meaning that they are "too small in
amount or are reasonably expected to be held for too short a time to generate
sufficient income to justify the expense of administering a segregated account for
the benefit of the client or beneficial owner". The determination as to whether
these are qualified funds may be made by the Escrow Agent. While the
purchasers' Deposits will not be "too small", and the funds may be held in the
Escrow Account for a considerable length of time, the Escrow Agent's judgment
is that, in the current, low-interest rate environment, the amount of interest that
will be earned will not be consequential, and would not justify the expense of
administering separate, interest-bearing accounts for every purchaser.
5.12.4 If purchasers' Deposits are held in an IOLA account, the purchaser
will not earn interest, notwithstanding references in this Plan to the return of a
purchaser's Deposit "with interest if [or the extent] any was earned' .
5.13 NOTICE OF RESERVATION DEPOSIT.
5.13.1 A purchaser's Reservation Deposit will be deposited in the Escrow
Account, within the earlier of (a) five business days after the Contract of Sale has
been signed by the purchaser (it being assumed that Sponsor will have signed
before the purchaser, as described in Paragraph 5.1.5); or (b) ten business days
after the purchaser had submitted his or her Reservation Deposit to Sponsor or
the Selling Agent.
5.13.2 Within ten business days after the purchaser submitted the
Reservation Deposit, the Escrow Agent will notify the purchaser that his or her
Reservation Deposit has been deposited in the Escrow Account as described in
this Paragraph 5.12. If the purchaser does not receive such notice within 15
business days after submitting the Reservation Deposit, the purchaser may
rescind the Contract of Sale by giving notice to Sponsor or the Selling Agent
within 90 days after the Reservation Deposit was submitted.
5.13.3 A purchaser who does not receive notice from the Escrow Agent
within the 15 days allowed should first make inquiry of the Escrow Agent. The
Escrow Agent's notices will be sent by ordinary mail, and there is no guarantee
that they will arrive in time. If satisfactory proof of timely deposit and mailing is
submitted to the Department of Law in accordance with its Regulations, and the
notice was not received through no fault of the Escrow Agent, rescission will not
be allowed.
5.13.4 The Contract of Sale in Attachment D includes a Rider entitled,
"Trilateral Agreement Confirming Escrow Agreement And Deposit Of Purchaser's
Offering Plan - Kingfield 49
Reservation Deposit", which sets forth the Escrow Agent's confirmation that it will
hold Deposits in accordance with this Plan and the Escrow Agreement. Sponsor
and then the purchaser will sign the Rider when they sign the main part of the
Contract of Sale as described in Paragraph 5.1.5; the Escrow Agent will sign
when it receives the Reservation Deposit, and the Rider will serve as the Escrow
Agent's notice of receipt and deposit as described in this Paragraph 5.13.
5.14 DISBURSEMENT BY THE ESCROW AGENT. As described in
Paragraph 5.2.2, a purchaser's Deposit is not considered to include Option Costs,
although disputes regarding a purchaser's entitlement to refund of Option Costs will be
subject to resolution in the manner described in this Paragraph 5.14. The Escrow Agent
may disburse a purchaser's Deposit only as follows:
5.14.1 The Escrow Agent will disburse the Deposit to a purchaser who
timely rescinds his or her Contract of Sale as described in this Plan.
5.14.2 If the purchase closes, the Deposit will be paid to Sponsor at the
Closing, and at the Closing the purchaser will receive the interest to the extent
any was earned.
5.14.3 The Escrow Agent will disburse the Deposit as directed in a writing
signed by both the purchaser and Sponsor, or in identical writings signed by
each.
5.14.4 The Escrow Agent will disburse the Deposit as directed by
judgment or order of a Court of competent jurisdiction. The Escrow Agent may
itself commence an action to determine who is entitled to the Deposit.
5.14.5 If the purchaser defaults under the Contract of Sale, Sponsor may
retain his or her Deposit as liquidated damages for the default as described in
Paragraph 5.5. In order to do so, Sponsor must request the Escrow Agent to
disburse the Deposit to Sponsor. Absent any contrary, written agreement
between the parties (and absent any judgment or order of a Court of competent
jurisdiction, or any directive from the Department of Law), the Escrow Agent may
disburse the Deposit to Sponsor if the Escrow Agent has given at least 30 days'
notice of its intention to do so to the purchaser. However, the Escrow Agent may
not thus disburse the Deposit to Sponsor if, within that 30-day period, the
purchaser commenced an action in a Court of competent jurisdiction, objecting to
the proposed disbursement and gave the Escrow Agent notice of having done
so. Such 30-day period may coincide in whole or in part with the 30-day period
afforded to the purchaser for curing a default as described in Paragraph 4.4.
5.14.6 Pending resolution of any dispute regarding a Deposit, upon
simultaneous notice to Sponsor, the purchaser and the Department of Law, the
Escrow Agent may pay the Deposit into the Court before which such dispute is
pending (or, if it is not pending in a Court, into any Court that would be competent
Offering Plan - Kingfield 50
to resolve such a dispute), whereupon the Escrow Agent will be relieved of
further responsibility relating to the Deposit.
5.15 ESCROW AGENT'S REPRESENTATION OF SPONSOR. Subject to
fulfillment of its duties as Escrow Agent and compliance with this Section 5, the Escrow
Agent may Serve as Sponsor's attorney in all matters, including a dispute with a
purchaser regarding his Deposit.
5.16 RECORDS. The Escrow Agent will maintain all records concerning
Deposits and the escrow accounts for seven years after all funds have been released.
5.17 COMPLIANCE WITH LAW. Sponsor is responsible for complying with the
escrow and trust fund provisions of General Business Law Sections 352-e(2)(b) and
352-h, as well as Section 71-a(3) of the Lien Law and any other applicable laws.
5.18 COMPLIANCE WITH REGULATIONS. Any provision of the Contract of
Sale or any other agreement, whether oral or in writing, by which a purchaser purports
to waive or indemnify any obligation of the Escrow Agent, is absolutely void. The
Department of Law's Regulations concerning escrow and trust funds prevail over any
conflicting or inconsistent provision in this Plan or in a Contract of Sale. Purchasers will
not be obligated to pay any legal or other expense of Sponsor in connection with the
establishment, maintenance or defense of obligations arising from the handling or
disposition of trust funds.
5.19 PROVISIONS CONCERNING TITLE.
5.19.1 Sponsor must deliver, and the purchaser must accept, such title to
each Lot as a reputable title insurance company authorized to do business in
New York, will accept and insure in accordance with its standard form of fee title
insurance policy, subject to the matters described in Paragraph 9.22.
5.19.2 A purchaser is not obligated to procure title insurance, nor to
procure it from any particular company or agent.
5.19.3 Title to each Lot will be conveyed subject to the encumbrances
described in Paragraph 9.22.
5.19.4 Sponsor is entitled to adjourn Closing for such reasonable time
(not exceeding 30 days) as is required to cure any defect in Sponsor's title. If
Sponsor is unable to convey or cause to be conveyed good title as required
hereunder, then the purchaser may elect to accept such title as can be
conveyed, without modification of the purchase price, or the purchaser may reject
such title.
5.19.5 If the purchaser rejects title, then the Contract of Sale will be
rescinded, with the consequences described in Paragraph 5.20.4. In addition,
however, with the return of his or her Deposit, the purchaser will be reimbursed
Offering Plan - Kingfield 51
for any expenses actually incurred in examining title to the Lot, not exceeding
standard charges of title insurers for such services, without issuance of policy.
5.20 OTHER CONTRACT PROVISIONS.
5.20.1 The Contract of Sale will incorporate this Plan by reference. The
purpose of this is to reduce the size of the Contract of Sale, but it also means
that the Contract of Sale cannot be understood by a purchaser, or by a
purchaser's counsel, who is not familiar with this Plan. This is a special risk to
purchasers.
5.20.2 All personal property located within the Home on the date the
Contract of Sale is signed that is owned by Sponsor is included in the sale,
excluding (a) tools, supplies and construction materials that by their nature or
quantity are manifestly not intended to be incorporated into the finished
Apartment Unit; and (b) sales, promotional and display material.
5.20.3 Additionally, there is excluded from the sale, in the case of a Home
that is or has been used by Sponsor as a model, office and/or storage depot at
the time the Contract of Sale is signed, (a) furniture, furnishings, clothing,
bedding, carpets, decorations, accessories and other items of a decorative
nature or that are manifestly placed in the Home to present the appearance of an
occupied Home; (b) office equipment, furniture and supplies; and (c) business
records.
5.20.4 Unless the Contract of Sale is terminated or rescinded by reason
of the purchaser's default (with the consequences described in Paragraph 5.5), if
a Contract of Sale is rescinded or terminated, the purchaser's entire Deposit will
be paid to the purchaser within five business days after rescission, including
interest only to the extent any was earned, and neither party will have any further
obligation with respect to the affected Unit under such Contract of Sale or under
this Plan. Return of the purchaser's Deposit does not include return of Option
Costs except as specifically provided in Paragraph 5.2.
5.20.5 The purchaser must pay the balance due under his or her Contract
of Sale at Closing, by one or more good certified or bank checks. Each such
check must be drawn on a bank that is a member of the New York Clearinghouse
Association, and must be made payable directly to Sponsor, to a party that
Sponsor has designated at least five days before Closing, or to the purchaser (or
to one or more of the individuals comprising the purchaser, if there is more than
one). Any such check that is payable to the purchaser or to individuals
comprising the purchaser must be endorsed at Closing as directed by and in the
presence of Sponsor's representative at Closing^ Regardless of the foregoing,
each such check must represent funds available to Sponsor not later than the
day after deposit in any bank that is a member of the New York Clearinghouse
Association. No other checks or endorsements - including without limitation
Offering Plan - Kingfield 52
uncertified checks drawn by lenders' attorneys, or checks paid to and endorsed
by lenders' attorneys - will be accepted.
5.20.6 The Contract of Sale will also bind the distributees, heirs,
executors, administrators, successors and assigns of the respective parties. If
the purchaser consists of more than one individual, any one of them will be
authorized to act on behalf of the purchaser in connection with the sale. If the
purchaser is not an individual, the individual signing on behalf of the purchaser
will be considered to have represented that he or she has the authority to do so.
5.20.7 Notices given under or in connection with the Contract of Sale
must be written, and (except as otherwise specified in this Plan) must be mailed
or sent by "FedEx" or other recognized "overnight" courier, to the parties at the
respective addresses set forth in the Contract of Sale. Mailed notices must be
sent by registered, certified or express mail, postage prepaid with return receipt
requested, except that ordinary mail may be used for Closing Notices, for service
of amendments to this Plan and for certain other communications as specifically
described in this Plan. Notices will be deemed given upon receipt, provided that
notices sent by mail or "overnight" courier will be considered to have been given
upon first attempted delivery on a business day.
5.20.8 Each party will be considered to have represented that it dealt with
no broker in connection with this transaction, other than Sponsor, the Selling
Agent and the broker(s), if any, identified in the Contract of Sale, whose
commission(s), if any, Sponsor agrees to pay pursuant to separate contract(s).
Each party will be considered to have agreed to indemnify and hold harmless the
other against claims for brokerage commissions arising out of the sale asserted
by any other broker with whom the indemnifying party has dealt.
5.20.9 Each Contract of Sale will be considered subordinate to the lien of
any mortgage then or thereafter encumbering the Lot, any mortgage theretofore
or thereafter made, any advances theretofore or thereafter made on the
foregoing mortgages (whether mandatory or voluntary on the lender's part) and
any payments or expenses theretofore or thereafter made or incurred pursuant to
the terms of such mortgages. The Lot will be delivered free of any such lien at
Closing. See also Paragraph 9.7 regarding subordination to the Lot Owners and
AFFH Declarations, and release of the Common Areas.
5.20.10 Each Contract of Sale and this Plan will be governed by the laws
of the State of New York, without reference to its choice of law principles. Any
action or proceeding arising out of a Contract of Sale or this Plan must be
brought in the New York Supreme Court in Westchester County, or in the United
States District Court for the Southern District of New York. Sponsor and each
purchaser will be considered to have agreed that such Courts will have
jurisdiction over their respective persons, and will be deemed to have consented
to jurisdiction and venue in such Courts.
Offering Plan - Kingfield 53
5.21 COMMENCEMENT OF ASSOCIATION OPERATIONS. As stated in
Introductory Comments to the Projected Budget, on page 29, Sponsor expects the
Association's first year of operation to begin on November 1, 2017, which Sponsor
believes is a realistic projection of when the first Lot will be conveyed. The actual
commencement date may occur earlier or later, but— if the actual commencement date
occurs more than six months after the projected commencement date - this Plan must
be amended to include a revised budget disclosing then-current projections. If the
amended projections of monthly Assessments exceed the original projections set forth
herein by 25% or more, Sponsor will offer all purchasers 30 days after presentation of
such amendment in which to rescind their Contracts of Sale and have their deposits
refunded, with interest only to the extent any was earned. If the actual commencement
is delayed by Sponsor for twelve months or more, Sponsor will promptly present an
amendment that offers all purchasers 30 days after presentation of such amendment in
which to rescind their Contracts of Sale and have their deposits refunded, with interest
only to the extent any was earned.
6. FINANCING.
Sponsor does not offer, and has not procured, financing for purchasers. A purchaser's
obligations under his or her Contract of Sale will not be conditioned on obtaining
financing. Any prospective purchaser who executes a Contract of Sale and does not
obtain financing may lose his or her Deposit if he or she is unable to pay the balance of
the purchase price. Prospective purchasers who need financing to purchase are
advised to consult with a bank before executing a Contract of Sale, to ascertain the
likelihood of obtaining financing. No representation is made by Sponsor as to the
availability or cost of such financing. The foregoing is a special risk to purchasers.
Note, however, that special provisions apply to AFFH Lots, as described in Section 7.
7. SPECIAL PROVISIONS APPLICABLE TO AFFH LOTS.
7.1 SPECIAL RISKS. Everything in this Section 7 constitutes a special risk to
prospective purchasers of AFFH Lots.
7.2 RESPONSIBILITIES OF HOUSING ACTION COUNCIL.
7.2.1 As described in Paragraph 1.5.6, Housing Action Council, Inc.
("HAC"), a not-for-profit corporation with an office at 55 South Broadway,
2nd Floor, Tarrytown, New York 10591, currently acts as a consultant to
Westchester County and as the Village's "Program Administrator" for AFFH
housing.
7.2.2 HAC has also been engaged as Sponsor's Affordability Advisor to
fulfill numerous responsibilities with respect to AFFH Lots. These include but are
not limited to the following:
7.2.2.1 Establishing and implementing a marketing plan for
Sponsor's initial sale of the ten AFFH Lots.
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7.2.2.2 Determining "income eligibility" for prospective purchasers.
7.2.2.3 Determining Sponsor's offering prices for the AFFH Lots.
7.2.2.4 Counseling purchasers with respect to applications for
mortgage financing, and with respect to ownership of AFFH Lots
generally.
7.2.3 HAC, or another affordability advisor that is, or that is approved by,
the Village's Program Administrator (or, if there is no Program Administrator, or if
it doesn't approve such advisor, an advisor approved by the County), will be
responsible for providing services to AFFH Owners who re-sell their Homes. The
costs of such services will be paid by the individual re-sellers.
7.3 SALES AND MARKETING OF AFFH LOTS. Although the initial purchasers
of AFFH Lots will acquire their Lots from Sponsor, and their Contracts of Sale will be
signed by Sponsor, AFFH Lots will not be marketed by Sponsor. Rather, HAC will
handle the contract process in its entirety, in accordance with Village and Westchester
County requirements described in Paragraph 1.5 and in this Section 7. If there are
more qualified, prospective purchasers than AFFH Lots available for sale, HAC will use
a lottery system to select the actual purchasers. Sponsor's Contract of Sale for an
AFFH Lot may include an Addendum required by HAC, consistently with this Section 7.
7.4 AFFH DECLARATION AND CONTRACT ADDENDUM. The AFFH
Declaration, which will be consistent with the descriptions set forth in this Section 7,
must be approved by HAC and the Village Attorney; when the approved text is
available, Sponsor will amend this Plan to provide the same. Sponsor's Contract of
Sale for an AFFH Lot may include an Addendum required by HAC, consistently with this
Section 7.
7.5 AFFORDABILITY PERIOD. The "Affordability Period" for each AFFH Lot will
be 50 years, starting on the date on which the Lot is first conveyed by Sponsor pursuant
to this Plan.
7.6 INCOME ELIGIBILITY; LIMITS ON PURCHASE PRICE.
7.6.1 AFFH Lots must be sold to initial purchasers whose household
incomes do not exceed eighty percent (80%) of the Area Median Income of
Westchester County, adjusted for household size, as determined annually by the
U.S. Department of Housing and Urban Development.
7.6.2 HAC will determine the initial offering prices (calculation of which
will be tied to the purchaser's household size and household income), and will
determine whether a prospective purchaser meets the income requirements.
HAC will review household income and asset documents, including but not
limited to paystubs, bank statements, and federal tax returns.
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7.6.3 As of June, 2016, the applicable income caps were as follows:
Two Person Household $ 69,000
Three Person Household $ 77,650
Four Person Household $ 86,250
Five Person Household $ 93,150
Six Person Household $100)050
Seven Person Household $106)950
7.6.4 The foregoing income caps may not be in effect when a purchaser
signs a Contract of Sale to purchase an AFFH Lot. Purchasers are strongly
cautioned to rely on advice from HAC regarding their eligibility to purchase an
AFFH Lot.
7.7 OCCUPANCY STANDARDS. The Village Code establishes minimum and
maximum occupancy standards for AFFH housing, which for AFFH Lots that Sponsor
expects to offer are as follows:
Number of Number of Persons
Bedrooms
2 Minimum: 2, maximum: 5
3 Minimum: 3, maximum: 7
7.8 FINANCING. Purchasers of AFFH Lots will be encouraged (not required) to
obtain their mortgage loans through the New York Mortgage Coalition, Inc., which is a
not-for-profit consortium of lenders and community organizations throughout the New
York metropolitan area, and other lenders, administered by HAC, and dedicated to
homeownership counseling and responsible mortgage lending. HAC will assist qualified
purchasers to obtain mortgage loans through the New York Mortgage Coalition. The
participating lenders currently are Astoria Bank, Bank of America, Bank United, Capital
One, Citibank, HSBC Bank USA, JPMorgan Chase, M & T Bank, Municipal Credit
Union, People's United Bank, Santander Bank, Sterling National Bank and Valley
National Bank. Loans secured without the assistance of HAC are subject to HAC's
approval; the loans must have reasonable fees and terms as determined by HAC in its
sole discretion.
7.9 PRINCIPAL RESIDENCE. A purchaser of an AFFH Lot, and any
subsequent owner of the AFFH Lot, must occupy the Home as their principal place of
residence until the re-sale of the Lot, or expiration of the 50-year Affordability Period.
The Program Administrator or its successor must verify this on an annual basis. AFFH
Lot Owners must provide the Program Administrator with proof satisfactory to enable
the Program Administrator to make this verification. Should an AFFH Lot Owner fail to
comply with the principal residence requirement, the Village will have the right, pursuant
to the AFFH Declaration, to compel the re-sale of the AFFH Lot.
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7.10 RE-SALES.
7.10.1 If the owner of an AFFH Lot wishes to sell his or her Lot during the
Affordability Period, the Lot Owner must make the Lot available to purchasers
whose household incomes are at or below 80% of the then current Area Median
Income of Westchester County adjusted by household size.
7.10.2 The maximum re-sale price, which must be approved by the
Program Administrator, will equal the sum of the following:
7.10.2.1 The net purchase price (i.e., gross sales price minus
subsidies) paid for the Lot by the selling Lot Owner, increased by the
percentage increase, if any, in the Consumer Price Index for Urban Wage
Earners and Clerical Workers in the New York-Northern New Jersey Area,
as published by the Bureau of Labor Statistics between (a) the month that
was two months earlier than the date on which the seller acquired the Lot;
and (b) the month that is two months earlier than the month in which the
seller contracts to sell the Lot.
7.10.2.2 The cost of major capital improvements made by the
seller of the Lot while the seller owned the Lot, as evidenced by paid
receipts, depreciated on a straight line basis over a fifteen (15) year period
from the date of completion. Approval must be requested from the
Program Administrator for any major capital improvement no later than the
time the seller desires to include it in the re-sale price, provided that such
improvements do not make the Lot unmarketable as affordable housing.
7.11 LIMITATIONS ON REFINANCING.
7.11.1 In the event that an AFFH Lot Owner desires to refinance such
Lot, including by mortgage, home equity loan or line of credit, at any time prior to
the expiration of the 50-year Affordability Period, the Lot Owner must obtain the
written consent of the Program Administrator. The amount refinanced must be
limited to outstanding principal on the then-existing mortgage, plus reasonable
closing costs, and the resulting payments must increase affordability for the Lot
Owner.
7.11.2 The amount refinanced may increase above the then-existing
principal amount only if (a) the additional funds are being used to make capital
improvements to the Unit as permitted under local building codes and having
received any necessary approvals, including by the Association and by the
Program Administrator or its successors; or (b) funds are needed for good cause
shown, such as education costs for the Lot Owner to gain improved employment
opportunities. In no case may the refinanced principal amount exceed the
maximum re-sale price as described in Paragraph 7.10, calculated at the time of
application for the refinancing. The total amount shall not exceed the loan to
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value ratio required by the lending institution; in no case may it exceed 100
percent of the appraised value of the Lot.
8. TERMS OF SALE.
8.1 CONVEYANCE OF COMMON AREAS. As described in Paragraph 1.3,
Sponsor will record the Lot Owners Declaration and the AFFH Declaration, and will
convey the Common Areas to the Association, before conveying any Lots. The state of
title to the Common Areas will be as described in Paragraph 9.21.
8.2 CASUALTY DAMAGE BEFORE CLOSING. Sponsor is obligated to repair
any damage to the Common Areas from casualty or other cause that occurs before
conveyance to the Association.
8.3 CERTIFICATES OF OCCUPANCY: COMMON AREAS. Before the closing
of title to the first Lot, a certificate of occupancy will be issued for the Clubhouse,
sufficient to make use thereof lawful. To the extent, if any, that additional Common
Areas require certificates of occupancy (in particular, the swimming pool), the exact
timing of issuance of such certificates of occupancy is not guaranteed, and in particular
may be affected by weather, seasonal considerations and other construction conditions.
The Village Building Department issues only "permanent" certificates of occupancy.
8.4 COMPLETION OF HOMES.
8.4.1 title to his or her Lot is conditioned upon substantial completion of the
Home, which must include issuance of a certificate of occupancy as described in
Paragraph 8.4.3.
8.4.2 As described in Paragraph 5.1, each purchaser's Contract of Sale
will include attachments that describe the Home to be constructed on the
purchaser's Lot, including plans and specifications as needed. Such plans and
specifications need not cover any part of the Home that has already been
completed and does not require alteration as provided in such attachments. In
completing the Home to the extent not already completed, Sponsor reserves the
right to substitute equipment, materials, fixtures and/or appliance models, and to
make modifications of layout, design and construction detail. Such substitutions
or modifications may be made either from those set forth in the Architect's Report
in Attachment G, or from the plans and specifications initially set forth in the
purchaser's Contract of Sale. However, (a) all such variations, substitutions or
modifications must be of "equal or better" quality; (b) if made after the Contract of
Sale is signed, they must not materially change the agreed design or appearance
of the Home without the purchaser's agreement; and (c) in all events, the Home,
and all such changes, must comply with applicable codes and other
governmental requirements.
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8.4.3 Before the closing of title to each Lot, a certificate of occupancy
must have been issued that renders occupancy of the Home lawful, as follows:
8.4.3.1 The Village's Building Department issues only "permanent"
certificates of occupancy.
8.4.3.2 Issuance of a certificate of occupancy does not necessarily
mean that the Home will be complete in every detail. Sponsor's obligation
to complete the Home will survive Closing and the issuance of any
certificate of occupancy. Sponsor will proceed diligently to fulfill such
obligations, within 30 days after Closing, provided that (a) Sponsor and its
representatives must be allowed access to the Home, as needed; and
(b) fulfillment of such obligations is subject to "unavoidable delays" of the
sort described in Paragraph 8.4.6.
8.4.3.3 Sponsor's obligations to purchasers, including without
limitation the completion obligations described in this Paragraph 8.4, will
not be secured for the benefit of purchasers by any bond or other security
This is a special risk to purchasers.
8.4.4 At a mutually convenient time, after Sponsor's Closing Notice is
given as described in Paragraph 5.6.3, but before Closing, the purchaser and a
representative of Sponsor will jointly inspect the Home. They will jointly execute
a "punch list" itemizing those respects in which the Home will not or may not be
complete as of Closing, and Sponsor will be obligated to complete the items on
such list within 30 days after Closing, provided that (a) the Lot Owner must afford
reasonable access to Sponsor, subject to delay arising from material shortage or
other cause beyond Sponsor's reasonable control.
8.4.5 Sponsor warrants to the purchaser of each Home that the Home will
be substantially completed as described in this Paragraph 8.4, within two years
after the date on which Sponsor accepts the Contract of Sale. Sponsor further
warrants that it will issue its Closing Notice not later than the expiration of such
two-year period, and will proceed to Closing without further adjournment except
as described in Paragraph 8.4.6.
8.4.6 The two-year deadline described in Paragraph 8.4.5 will be
extended for such time as construction and completion are delayed for
"unavoidable delays". "Unavoidable delays" mean delays occasioned by (a) Act
of God; (b) war or civil disturbance; (c) strike, lockout or other labor disturbance;
(d) fire, explosion or similar event; (e) material or labor shortage; (f) fire or other
casualty; (g) earthquake, tornado or similar event; or (h) governmental order. In
no event will unavoidable delays be considered to include any delay that arises
from any action, omission or circumstance that is within Sponsor's reasonable
control.
Offering Plan - Kingfield 59
8.4.7 Provided that Sponsor's failure to close according to the timetable
described in Paragraph 8.4.5 is not attributable to Sponsor's willful default, a
purchaser's sole remedy for such failure will be to rescind his or her Contract of
Sale, and receive a refund of the purchaser's Deposit, with interest only to the
extent any was earned.
8.5 APPORTIONMENTS.
8.5.1 Certain costs with respect to each Lot will be "apportioned" between
Sponsor and the purchaser, as of midnight before Closing, so that the cost of
such items with respect to the period before the date of Closing is borne by
Sponsor, and the cost of such items with respect to the period beginning with the
date of Closing is borne by the purchaser.
8.5.2 The method of apportionment is to divide the total charge being
apportioned by the number of days in the period on account of which the charge
is payable, and to allocate the appropriate number of days to before midnight
preceding Closing (Sponsor's responsibility) or after midnight preceding Closing
(the purchaser's responsibility). The day of Closing "belongs" to the purchaser.
If Sponsor has paid the item on account of a period extending after Closing, the
apportionment will require reimbursement to Sponsor at Closing; if the item is
unpaid on account of a period beginning before Closing, the purchaser will
receive a credit at Closing.
8.5.3 Assessments of the Association will be payable in monthly
installments, and the amounts payable on account of the month in which Closing
occurs will be apportioned as described in this Paragraph 8.5, except that this will
not be done if the Association's financial operations have yet begun (that is, if
there are no Assessments, as described in the Footnotes to the Projected
Budget). If Assessments have been imposed, it will be assumed for purposes of
apportionment that Sponsor has paid such Assessments through the last day of
the month in which Closing occurs, and Sponsor will deliver to the purchaser,
and to the purchaser's title insurer, an indemnity against loss arising from failure
of Sponsor's representation that any such Assessments have been paid.
8.5.4 Real estate taxes will be apportioned as described in this
Paragraph 8.5.
8.5.5 Charges for utility services that are separately metered or billed to
each Lot, for service before Closing will be paid by Sponsor. If final bills cannot
be obtained and paid through the day before Closing, Sponsor will give the
purchaser a credit at Closing for a reasonable estimate of the unpaid charges.
Each purchaser is responsible for ordering commencement of such services (as
well as telephone, cable television and/or other desired services) in his or her
own name as of the date of Closing.
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8.5.6 The parties must make reasonable adaptations to the foregoing
apportionment provisions, if required by the actual circumstances of sale.
8.6 CERTAIN CLOSING COSTS PAYABLE BY PURCHASERS.
8.6.1 Each purchaser will be required to pay the transfer tax payable in
connection with Sponsor's sale of his or her Lot. This is an obligation that is
ordinarily imposed on the seller, but may - as in this case - be transferred to the
purchaser by contract. This is a special risk to purchasers. The amount of the
transfer tax is $2 for each $500 of purchase price, or part thereof. In determining
the tax payable, the transfer tax payable by the purchaser must be added to the
selling price of the Lot, so that the purchaser effectively pays tax "on the tax".
Purchasers should note also that an additional, transfer tax ("mansion tax", equal
to 1% of the entire purchase price) is imposed on the purchaser of a home in
New York State for which the purchase price of $1,000,000 or more.
8.6.2 Each purchaser will incur costs for his or her own attorney, financing
for the purchase of his or her Lot if any, title examination and insurance and
recording charges. Details should be obtained from the respective providers of
these services.
8.6.3 Sponsor's construction lender will release each Lot from its
mortgage at the closing of Sponsor's conveyance of the Lot. At Closing, Sponsor
will deliver a letter from the lender, undertaking to issue such a release upon
delivery to the lender of funds in a specified amount, which Sponsor will provide
from the sales proceeds. Sponsor will entrust these funds to the person who
represents purchaser's title insurer at the Closing, which will allow the title insurer
to insure the purchaser's title without exception for Sponsor's mortgage. That
representative will impose a charge, commonly called a "pick-up fee", for
transmitting the funds to the lender and arranging for the recording of the
release. The amount of this fee is determined by such representative, but is
typically $200 - $225. Each purchaser will be required to pay this pick-up fee for
his or her Closing, which is a special risk to purchasers.
8.6.4 At Closing, each purchaser must make a non-refundable
contribution to the Association's Reserve Fund, in an amount equal to two
months' Assessments at the rate then projected in this Plan with respect to the
affected Lot. This fund is described in the Footnotes to the Projected Budget,
and in Section 14. Sponsor will not make any such payment on account of
Unsold Units.
9. RIGHTS AND OBLIGATIONS OF SPONSOR.
9.1 SPONSOR'S INDEMNITY. Sponsor will indemnify and defend the
Association, the Board and the Lot Owners against any suits, proceedings, liability and
expense arising out of Sponsor's acts or omissions.
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9.2 SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS. All
representations under this Plan, all obligations of Sponsor under the General Business
Law, and all other obligations of Sponsor under this Plan that are to be performed after
the conveyance of any Lot will survive Closing and the delivery of the deed to that Lot.
9.3 COMPLETION.
9.3.1 There is no minimum number of Homes that Sponsor is obligated to
construct. Construction of Homes and of improvements on the Common Areas is
not phased, and this Plan is not related to any other offering plan.
9.3.2 Sponsor anticipates, although it cannot guarantee, that the first Lot
will be conveyed (with Home completed) on or about November 1, 2017.
9.3.3 Sponsor is obligated to complete the Recreational Facilities.
Sponsor anticipates, although it cannot guarantee, that the Recreational Facilities
be substantially completed when the first Lot is conveyed, although the
swimming pool will not open for the 2017 season.
9.3.4 Construction of all internal roadways, landscaping and other
improvements will keep pace with Homes as they are completed and Lots are
sold, although completion of landscaping may be affected by weather and
seasonal conditions, and final topping on internal roadways may be deferred until
completion of most or all Homes.
9.4 CONSTRUCTION FINANCING. Sponsor has "closed" mortgage financing
from First County Bank, Stamford, Connecticut, with participation by Patriot Bank and
First Bank of Greenwich, to finance construction of the Homes and Common Areas.
The construction financing will "revolve", so that, after Sponsor reduces the outstanding
balance by making partial repayments upon sales of Lots, funds may be re-advanced.
Although Sponsor cannot complete all construction without relying on such revolving
funds, Sponsor anticipates — based upon a realistic projection of the rate at which
Homes can be constructed and Lots can be sold - that Sponsor's own capital and such
financing will be adequate to cover construction of all Homes and all Common Areas.
9.5 PLANS AND SPECIFICATIONS. Sponsor will build and complete the
Common Areas in accordance with the plans and specifications identified in the
Engineer's and Architect's Reports in Attachment F and Attachment G, respectively.
Sponsor reserves the right to substitute equipment or materials, and to make
modifications of design, provided that it may not substitute equipment or materials of
lesser quality or design, and provided that all improvements will comply with applicable
governmental requirements.
9.6 PAYMENT FOR IMPROVEMENTS. Subject to each purchaser's
advancement of Option Costs (if so required by his or her Contract of Sale as described
in Paragraph 5.2), Sponsor agrees to pay for the authorized and proper work involved in
the construction, establishment and sale of the Homes and the Common Areas, to the
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extent that Sponsor is obligated to complete the same under this Plan and Contracts of
Sale, and will cause all mechanic's liens with respect to such construction to be
promptly discharged or bonded.
9.7 RECORDING AND CONVEYANCE.
9.7.1 Sponsor will record the Lot Owners Declaration and the AFFH
Declaration in the Westchester County Clerk's Office, and will convey the
Common Areas to the Association, before closing title to the first Lot.
9.7.2 Any mortgages that encumber the Property will be subordinated to
the Lot Owners and AFFH Declarations at such time, and the Common Areas will
be released from the lien of such mortgages when conveyed to the Association.
However, Sponsor will reserve extensive easements and other rights as
described in Paragraph 9.15 and Paragraph 9.16, and Sponsor's lender or
lenders will hold security interests in the reserved rights.
9.7.3 Sponsor will in any event complete streets, sidewalks and parking
facilities serving a Lot, and any other facilities that are vital to the health and
safety of the owners (or required to render occupancy of the Home lawful), prior
to closing title to such Lot.
9.8 AS-BUILT PLANS. As improvements on the Common Area Lot are
completed, Sponsor will deliver a set of "as-built" plans for such improvements to the
Board, with a representation that the plans and specifications are in substantial
compliance with the terms of this Plan. If they are not, this Plan must be amended and
rescission must be offered to all purchasers and Lot Owners.
9.9 SECURITY FOR SPONSOR'S OBLIGATIONS. Sponsor's obligations under
this Plan, including without limitation its obligations with respect to complete
construction improvements on the Common Area Lot, will not be secured for the benefit
of purchasers by any bond or other security except as specifically stated in this Plan (in
particular, in Paragraph 9.20). This is a special risk to purchasers.
9.10 THE ASSOCIATION'S INSURANCE. While Sponsor controls the Board, it
will cause the Association to maintain property insurance pursuant to an agreed amount
replacement costs policy, as described in Paragraph 1.10.
9.11 SUBSTITUTE SPONSOR. In the event of the dissolution or liquidation of
Sponsor, or the transfer of three or more Lots to a purchaser who is not purchasing for
occupancy by the purchaser or one or more members of his or her immediate family,
Sponsor's Principals will provide financially responsible entities or individuals who, at
the time of engaging in sales activity, will assume the status and all of the obligations of
Sponsor for those transferred Lots under this Plan and under any applicable laws or
regulations. If the original Sponsor is dissolved or liquidated, the Principals of the
original Sponsor will guarantee the obligations of the new Sponsor.
Offering Plan - Kingfield 63
9.12 AMENDMENTS; FINANCIAL STATEMENTS. As long as Sponsor has
Unsold Units that are offered for sale pursuant to this Plan, Sponsor will amend this
Plan whenever there is a change in the Projected Budget, or when one year has passed
since the Projected Budget was last updated. Such amendment will include financial
statements for the Association as described in Section 17.
9.13 WARRANTIES ON COMMON AREAS. Any manufacturers' warranties
covering equipment or appliances installed in the Common Areas will be assigned to the
Association when the Common Area Lot is conveyed to the Association, or upon
installation of the affected equipment or appliances if this occurs after conveyance.
9.14 SPONSOR'S RESERVED RIGHTS. Sponsor reserves the easements and
other rights described in Paragraph 9.15, and the other rights described in
Paragraph 9.16 (collectively described in the Lot Owners Declaration as "Declarant
Rights"), (a) until the Withdrawal Date; and (b) in regard only to the completion of
warranty repairs and other correction work, for such additional time as Sponsor or its
affiliate has any contractual or voluntary obligation to undertake such work, including
without limitation an obligation undertaken pursuant to this Plan. Such reservation will
survive Sponsor's conveyance of any Lot to a purchaser, and Sponsor's conveyance of
the Common Area Lot to the Association.
9.15 SPONSOR'S RESERVED EASEMENTS. Sponsor reserves the following
easements,
9.15.1 Sponsor, together with its employees, agents and contractors, will
have an easement over the entire Property, including without limitation the Lots
and Homes, for the purpose of (a) completing construction, including thereby
completion of any warranty or other defect correction work; (b) completing the
sale of all Unsold Units; (c) discharging Sponsor's obligations pursuant to the
Approvals, under this Plan, and under any Contracts of Sale made by Sponsor;
and (d) exercising any other rights conferred on Sponsor in its capacity as such.
9.15.2 Sponsor, together with its employees, agents and contractors, will
have an easement over the entire Property (excluding Lots not owned by
Declarant), for the placement of storage of trailers, management offices,
equipment, advertising signage and other property relating to its construction,
sales and marketing activities, and to hold sales, marketing and promotional
events.
9.15.3 Sponsor's entry into any Home or Lot not owned by Sponsor will
require advance notice to the Lot Owner to the same extent as the Association's
access as described in Paragraph 11.24; however, Sponsor's entry is not
required to be arranged through or supervised by the Board, as would be
required for entry by other Lot Owners as described therein.
9.15.4 Sponsor cannot represent that the Lot Owners will be free of
disturbance by reason of its exercise of its easement rights. It must be
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anticipated that the passage of supplies and construction machinery through the
Property will result in noise and inconvenience to Lot Owners, and possibly
damage to the Common Areas. However, Sponsor believes that the
requirements described in Paragraph 9.15.5, and the fact that it is unlikely to
require access to a Lot already conveyed by it except, possibly, to effect warranty
repairs to the Home itself, will minimize such disturbance within the Homes.
9.15.5 Sponsor must exercise its right of entry into any Home or Lot
carefully, and so as to cause minimum disturbance of the affected areas.
Promptly after notification by any Director or Lot Owner, Sponsor must repair any
damage to the Property caused by Sponsor's activities. However, Sponsor
reserves the right to defer final paving until it no longer foresees passage through
the Property of construction machinery, or trucks carrying waste, fill or materials
in connection with Sponsor's construction and sales activities.
9.16 OTHER RIGHTS RESERVED BY SPONSOR. Sponsor reserves the
following
9.16.1 Sponsor reserves the right to make adjustments to the boundaries
of any Lot owned by Sponsor, or to which the Lot Owner consents. The purpose
of such adjustment would be to accommodate difficult field conditions or other
circumstances that would render construction of Homes in precise accordance
with the approved Site Plan or Subdivision Plat for the Community. Such
adjustment would require approval by Village agencies for amendment to the Site
Plan and/or Subdivision Plat, which would entail difficulty that would discourage
non-essential changes. Refer to Paragraph 9.21.5 for a description of the
blanket easement established by the Lot Owners Declaration to address issues
that might otherwise arise in regard to lack of precise alignment between Homes'
Common Walls and the corresponding Lot boundaries.
9.16.2 Sponsor reserves the right to alter the mix of Home Types.
However, this might require a reconfiguration of the Lots, and Sponsor's flexibility
in this regard will be limited for the reasons discussed in Paragraph 9.16.1. Any
reconfiguration of the Lots might produce small changes in the Lots' relative
liability for Association Expenses, as described in the General Comments that
precede the Projected Budget, beginning on page 29.
9.16.3 Sponsor reserves the right to elect to defer the commencement of
the Association's financial operation. Such right may be exercised by giving
notice to such effect to the then-current Lot Owners (or, as appropriate, to the
purchasers who have signed Contracts of Sale but have not yet closed title to
their Lots). While such election remains in effect, Sponsor must absorb all
Association Expenses. Sponsor may terminate such election at any time, in the
same manner as the election was made, and may not renew such election after it
has been terminated.
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9.16.4 Sponsor retains the right to use Unsold Units is described in
Paragraph 1.7.5.
9.16.5 Sponsor reserves the right to grant utility easements that facilitate
service to the Community, as described in Paragraph 9.21.6.
9.16.6 Sponsor reserves certain rights with respect to "unused
development potential" and applications for modifications of "development
restrictions", as described in Paragraph 1.11.
9.16.7 Sponsor reserves the right to retain all personal property and
equipment used in the sales, construction and maintenance of the Property that
has not been represented as property of the Association. Sponsor reserves the
right to remove from the Property any and all goods and improvements used in
the development, marketing and construction of the Community, whether or not
they have become fixtures.
9.17 TITLE INSURANCE. The Association's title to the Common Area Lot will be
insured at the time of conveyance by a title insurer that is authorized to do business in
New York. The amount of coverage will equal the amount of this offering. Sponsor will
pay for such coverage.
9.18 MORTGAGES. Any mortgages that encumber the Property will be
subordinated to the Lot Owners and AFFH Declarations before the Common Area Lot or
any other Lot is conveyed. The Common Area Lot will be released from the lien of such
mortgages when conveyed to the Association. Any other Lot will be released from the
lien of such mortgages when conveyed by Sponsor to the purchaser.
9.19 SPONSOR'S OBLIGATION TO PAY ASSESSMENTS ON UNSOLD
UNITS.
9.19.1 Once the Association's financial operations begin, Sponsor may
elect either to pay Assessments on account of its Unsold Units at the same rate
and on the same basis as other Lot Owners, or it may elect to pay a "Deficiency
Assessment". As long as Sponsor elects to pay a Deficiency Assessment, the
Lot Owners other than Sponsor will pay Assessments at the rate projected in the
full-occupancy budget, as such projection may be updated from time to time.
Sponsor's Deficiency Assessment will equal the difference between the actual
Association Expenses (excluding Individual Unit Expenses), and the
Assessments imposed against Lots owned by the other Lot Owners. Once
Sponsor terminates such election, it must pay Assessments on the same basis
as the other Lot Owners, and may not again elect to pay only a Deficiency
Assessment. This is a special risk to purchasers.
9.19.2 Refer to further discussion of Deficiency Assessments after
Sponsor ceases to control the board, in the Introductory Footnotes to the
Projected Budget, on page 31.
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9.19.3 Sponsor represents that it has the resources to meet its obligations
with respect to Unsold Units. The principal source of such resources will be
income from projected sales; if such funds are insufficient, Sponsor will rely on its
own capital.
9.20 SECURITY FOR COMPLETION OF ROADS, SEWER LINES AND
WATER LINES.
9.20.1 According to the approved Site Plan for the Community, Sponsor
must submit a performance bond in a sum determined by the Village
Engineer/Superintendent of Public Works to guarantee to the Village the
satisfactory and complete installation and construction of all infrastructure and
public improvements, as determined by the Village Engineer/Superintendent of
Public Works. The Village permits the submission of this bond in phases as
construction proceeds.
9.20.2 Sponsor will amend this Plan after completion of roads, sewer
lines and water lines to include a certification by an engineer or architect (who
must be registered as an architect, or licensed to practice as a professional
engineer, in New York), stating that such facilities have, in fact, been constructed
in accordance with applicable local governmental specifications, and indicating
the date of completion. If such construction has not been completed prior to
conveyance of the Common Area Lot to the Association, Sponsor must post a
bond, escrow funds or provide other adequate security in an amount that is not
less — as determined by a licensed engineer— than the amount required to
complete such construction to the required specifications. If particular elements
not yet completed are covered by bonds in sufficient amount posted with the
Village as described in Paragraph 9.20.1, Sponsor will consider them to fulfill the
obligation imposed by this Paragraph 9.20.2, and will not post redundant bonds.
9.21 TITLE ENCUMBRANCES. The Common Area Lot will be conveyed to the
Association subject to the following matters affecting title, which in certain cases affect
the entire Property:
9.21.1 Easements for the variety of water supply, sanitary sewage,
stormwater and other utility lines that cross the Property, serving the Office Park
and/or other properties. Refer to the Survey in Attachment C.
9.21.2 The REA, which is described in Paragraph 1.9 and reproduced in
Attachment J.
9.21.3 The Lot Owners Declaration, which will set forth (a) Sponsor's
reserved easements as described in Paragraph 9.15; (b) Sponsor's other
reserved rights as described in Paragraph 9.16; (c) the easement for
encroachments described in Paragraph 9.22.1; and (d) the easement for access
by the Association and Lot Owners described in Paragraph 11.24.
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9.21.4 The AFFH Declaration, which will impose obligations on the
Association and the Conventional Lots only as described in Paragraph 1.5.9.
9.21.5 State of facts depicted on a survey of the Property, a reduced
format version of which is reproduced in Attachment C. These include a variety
of stormwater and other utility easements, wetland and flood zone areas and the
like. The reduced format version is not perfectly legible, but a larger format
version is included in the Exhibits to this Plan, and is available from Sponsor on
request.
9.21.6 Utility easements that may be granted by Sponsor to facilitate the
delivery of services to the Community. Utility easements commonly allow
installation of essential appurtenance of the utility lines, such as transformers or
pedestals, along roadways; some of these may be located in individual Lots.
9.21.7 Real estate taxes (if any), water charges and sewer use charges
imposed on the Common Area Lot.
9.21.8 Although the provisions of the Land Use Approvals and other
governmental approvals are not considered to "encumber title", the Association
will be subject to the same as they apply to the Common Area Lot and the Lot
Owners will be subject to the same as they apply to the Lots.
9.22 TITLE ENCUMBRANCES — LOTS. Title to each Lot will be conveyed
subject to the same matters as affect the Common Area Lot as described in
Paragraph 9.21, except insofar as a particular utility easement may not affect every Lot;
and except for the following matters:
9.22.1 State of facts that an accurate survey of the affected Lot would
show. Among such state of facts might be "encroachments" of the Home onto
adjacent Lots, or encroachments from one or more adjacent Lots onto the
affected Lot. The centerline of the Common Wall separating two adjacent
Homes is intended to coincide with the boundary between their respective Lots.
Because of the inevitable imprecision of foundation work, and the possible
effects of field conditions on building locations, the centerline may not coincide
precisely with the boundary, and a Home may encroach on an adjoining Lot; it is
also possible that an element of a Home (for example, siding and roofing
materials that are not part of the Common Wall) may encroach onto the adjacent
Lot. The Lot Owners Declaration affords a perpetual easement for these
encroachments, and they may not be asserted as objections to title.
9.22.2 Assessments, real estate taxes, water charges and sewer use
charges specific to such Lot.
9.23 WARRANTIES ON HOMES - HOUSING MERCHANT WARRANTY LAW.
The "Housing Merchant Warranty Law", Article 36-B of the General Business Law,
grants to buyers of newly constructed homes a "Housing Merchant Implied Warranty."
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A copy of the law appears in Attachment L. The following is a brief summary of the law
required by Regulations of the Department of Law:
9.23.1 The law covers various newly-constructed homes, including the
Homes offered under this Plan. As described in Paragraph 9.24, Sponsor offers
a more limited
9.23.2 Coverage:
9.23.2.1 For one year, the home must be free from defects caused
by workmanship or materials that do not meet the standards of the
applicable building code; for items not covered by code, the construction
must be in accordance with locally accepted building practices. This is the
"One-Year Warranty" discussed further in Paragraph 9.23.6 and in
Paragraph 9.24.
9.23.2.2 For two years, the plumbing, electrical, heating, cooling
and ventilation systems must be free from defects caused by unskillful
installation.
9.23.2.3 For six years, the home must be free from physical
defects in the structural elements (foundation, floors, walls, roof framing)
which make it unsafe or unlivable.
9.23.3 Not covered:
9.23.3.1 A defect not caused by defective workmanship, materials
or design.
9.23.3.2 A patent defect which was obvious or would have been
obvious upon inspection.
9.23.3.3 Defects in items sold with the home, such as stoves,
refrigerators, air conditioners, etc. Sponsor will assign any manufacturers'
warranties to the purchaser; such items may be covered by implied
warranties described in other laws.
9.23.4 Notice: Buyers must give notice of defects in their home in writing
no later than 30 days after the end of the warranty period.
9.23.5 Limitation of the Warranty: The Housing Merchant Implied
Warranty can be limited. However, the limited warranty cannot permit
construction which is below code or below locally accepted building practices,
and the limited warranty time periods cannot be shorter than those described
above.
9.23.6 Under this Plan, the Housing Merchant Implied Warrant IS
LIMITED as described in Paragraph 9.24.
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9.24 WARRANTIES ON HOMES - SPONSOR'S LIMITED WARRANTY.
9.24.1 Sponsor makes a "Limited Warranty" with respect to each Home
as set forth in this Paragraph 9.24, instead of the Housing Merchant Implied
Warranty described in Paragraph 9.23, and makes no other warranty with
respect to any Home. This is a special risk to purchasers.
9.24.2 Regardless of the limitations on Sponsor's warranty, Sponsor's
obligation is to construct the Homes in accordance with all applicable codes and
specifications. The differences between Sponsor's Limited Warranty and the
Housing Merchant Implied Warranty are, principally but not necessarily
exclusively, that:
9.24.2.1 Sponsor's Limited Warranty covers only the purchaser
who acquires the Home from Sponsor, whereas coverage under the law is
not so limited.
9.24.2.2 Sponsor's liability is limited to repair or replacement of the
defective installation, whereas Sponsor's liability might not be so limited
under the law.
9.24.2.3 Sponsor's Limited Warranty does not cover appliances or
equipment that are warranted by manufacturers or suppliers, whereas
such coverage might be deemed to be included under the law.
9.24.2.4 Sponsor's Limited Warranty specifies a procedure for
making claims and a time limit within which claims must be made,
whereas no such procedure or time limitation is specified in the law.
9.24.3 Sponsor's Limited Warranty repeats the One-Year Warranty set
forth in Paragraph 9.23.2.1 — that is, for one year, the home must be free from
defects caused by workmanship or materials that do not meet the standards of
the applicable building code; for items not covered by code, the construction
must be in accordance with locally accepted building practices. However:
9.24.3.1 Sponsor's One-Year Warranty is (and during the first year
after Closing, Sponsor's other warranties are) subject only to the
qualifications and limitations set forth in Paragraph 9.26. No provision of
Sponsor's Limited Warranty is subject to the exclusions and limitations set
forth in the Housing Merchant Implied Warranty Law.
9.24.3.2 Sponsor's One-Year Warranty includes a warranty that,
with respect to any aspect of construction for which there is no relevant,
specific standard in the applicable building codes, the Home will be
constructed according to locally accepted building practices.
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9.24.4 Sponsor warrants that the Home will be free from defects resulting
from failure to install the plumbing, electrical, heating, cooling and ventilation
systems according to the applicable building codes. With respect to any aspect
of such installation for which there is no relevant, specific standard in the
applicable building codes, Sponsor warrants that such installation will be
performed according to locally accepted building practices. The Warranty Period
for this part of Sponsor's Limited Warranty will be two years.
9.24.5 Sponsor warrants that the Home will be free from any "material
defect". The Warranty Period for this part of Sponsor's Limited Warranty will be
six years. A "material defect" means actual physical damage to the following,
load-bearing portions of the Home (including for such purpose, in the case of a
Home in a Group, any such portions of other Homes in the Group that would, if
damaged, affect the particular Home under warranty), caused by failure of such
load-bearing portions that affects their load-bearing functions to the extent that
the Home becomes unsafe, unsanitary or uninhabitable: foundation systems and
footings, beams, girders, lintels, columns, walls and partitions, floor systems and
roof framing systems.
9.25 WARRANTIES ON HOMES - CERTAIN DEFECTS ARE NOT COVERED.
The exclusions from coverage set forth in this Paragraph 9.25 do not apply to Sponsor's
One-Year Warranty and do not applyto Sponsor's other warranties during the first year
after Closing. Subject to the preceding sentence, Sponsor's Limited Warranty on
Homes WILL NOT COVER the following defects:
9.25.1 Any defect resulting from defective workmanship or defective
goods supplied by anyone other than Sponsor or Sponsor's agents, employees
or contractors. Without limiting the preceding sentence, if there is a defect in
products or materials supplied by the purchaser, or if there is a defect in work
performed by anyone who is working for the purchaser, Sponsor will not be
responsible.
9.25.2 Any defect resulting from a design supplied by a design
professional unless such design professional was retained exclusively by
Sponsor. Without limiting the preceding sentence, if Sponsor uses plans
prepared by the purchaser's own architect or engineer, Sponsor will not be
responsible for errors in the plans.
9.25.3 Any obvious ("patent") defects which an examination by the
purchaser before Closing ought to have revealed, unless such defects were
included on the pre-Closing "punchlist" described in Paragraph 8.4.4 as requiring
correction. If the purchaser does not examine the Home before Closing, the
purchaser will be considered to have accepted whatever the inspection would
have revealed.
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9.25.4 Any defect in adjacent Homes, or the Common Areas, except
insofar as they directly affect the utility systems serving the Home, or the safety
or habitability of the Home itself.
9.25.5 Defects that are excluded pursuant to Paragraph 9.28.
9.26 WARRANTIES ON HOMES - TIME LIMITS AND PROCEDURE FOR
CLAIMS. The time limits and procedural requirements set forth in this Paragraph 9.26
do apply to Sponsor's One-Year Warranty and do apply to Sponsor's other
warranties from and after the time of Closing.
9.26.1 The purchaser must give Sponsor notice immediately upon
discovering any defect that may cause further damage to the Home.
9.26.2 If the defect is not the type that may cause further damage to the
Home, the Purchaser must give notice to Sponsor of any defect alleged to be
covered under this Limited Warranty, no later than 30 days after discovering the
defect. Unless the purchaser's discovery occurred within the applicable Warranty
Period described above, and unless the purchaser gave notice of the defect to
Sponsor as provided above, but in no event later than 30 days after the
expiration of the applicable Warranty Period, Sponsor will not be responsible for
repair or replacement of the defect.
9.26.3 The purchaser's notice may be sent by ordinary mail, but it is
recommended that the purchaser use certified or registered mail, return receipt
requested, or "FedEx" or a comparable "overnight" courier. The purchaser's
notice may be "hand delivered", but it is recommended that the purchaser
request a receipt for the notice from a responsible person at Sponsor's office.
9.26.4 Within 30 days after the purchaser's notice to Sponsor of the
alleged defect, Sponsor will inspect the Home and respond to the purchaser in
writing. Sponsor's response will either set forth a plan and schedule for repair or
replacement of the defect, or the reasons why Sponsor believes that the defect is
not covered by its Limited Warranty.
9.26.5 If Sponsor's response sets forth a plan and schedule for repair or
replacement, Sponsor will perform the repair or replacement as soon as
reasonably possible. Sometimes, however, repairs or replacements may be
delayed by weather, material availability, strike or other causes that are beyond
Sponsor's reasonable control.
9.26.6 Sponsor's obligations under its Limited Warranty are conditioned
upon the purchaser allowing Sponsor's representatives to inspect the Home and
to perform the repair or replacement. Sponsor may have to engage tradesmen
or subcontractors for a repair or replacement, and will not always have complete
control over the timing of the repair or replacement. If the purchaser does not
afford access to the Home at all reasonable times, the repair or replacement
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cannot be performed and Sponsor will be relieved of its warranty obligations.
Delay in affording access to the Home will not extend the Warranty Period.
9.27 WARRANTIES ON COMMON AREAS. Sponsor warrants that
Recreational Facilities and other improvements on the Common Area Lot will be (a) free
from faulty materials; (b) constructed according to sound engineering standards; and (c)
constructed in a workmanlike manner. No claim under the foregoing warranty may be
made unless Sponsor receives notice thereof, citing the defective installation with
reasonable particularity, within one year after the improvement or applicable part thereof
was substantially completed. Sponsor's liability under such warranty will be limited to
causing the repair or replacement of the defective installation within a reasonable time
after receipt of the requisite notice, and will not extend to consequential damage.
9.28 GENERAL LIMITATIONS ON SPONSOR'S WARRANTIES. Sponsor's
Limited Warranties on Homes and the Common Areas are subject to the following,
additional limitations:
9.28.1 There is no coverage for nail pops and ridging on gypsum board
walls or ceilings, doors sticking due to weather, door warpage of less than �/2
minor defects in bath tile grouting, slight separation between base and floor,
minor cracks in masonry and concrete work, normal plumbing, heating and
ventilating noises, minor cracks, settling or shrinkage in the Home, or in paved
and concrete surfaces, and similar flaws that do not significantly affect the
strength or integrity of the installation. This Paragraph 9.28.1 does not apply to
Homes during the first year after Closing, nor, with respect to Common Areas as
described in Paragraph 9.27, during the first year after substantial completion.
9.28.2 There is no coverage for defects resulting from a Lot Owner's
failure to maintain an Home after Closing, or the Association's failure to maintain
the Common Areas during any period when Sponsor does not control the Board.
9.28.3 There is no coverage for repair after Closing, in the case of a
Home (or after improvements are placed in service in the case of Common
Areas), of chips, dents, scratches and blemishes.
9.28.4 Landscaping, trees, shrubs, grass and other vegetation are not
warranted.
9.28.5 There is no coverage for the effects of ice damming, basement
leakage or similar conditions that are attributable to the Association's failure
(during any period when Sponsor does not control the Board) to maintain gutters
and leaders, and/or to clear them of ice and debris.
9.28.6 This Paragraph 9.28.6 does not apply to Homes during the first
year after Closing. There is no coverage for "Appliances and Equipment".
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9.28.6.1 "Appliances and Equipment" include air conditioners,
cooking stoves, ovens, dishwashers, ranges, cooktops, grills, refrigerators,
freezers, disposals, compactors, hot water heaters, furnaces, boilers, heat
pumps, compressors, condensers, circulators, fans, hoods, space and
area heaters, washers, dryers, whirlpool tubs and, in general, all
appliances, and all heating, ventilating and cooling equipment.
"Appliances and Equipment" also cover items in the Common Elements
such as pool filtration equipment.
9.28.6.2 Sponsor's only responsibility is to install any Appliances
and Equipment in a skillful manner. Sponsor makes no other warranties of
any kind concerning the Appliances and Equipment. Sponsor will not be
responsible for defects in the Appliances and Equipment, or if the
Appliances and Equipment prove unfit or unsuitable.
9.28.6.3 At Closing, Sponsor will deliver to the purchaser of a Lot
any applicable warranties that are extended to the purchaser by the
manufacturers or suppliers of Appliances and Equipment installed in the
Home by Sponsor.
9.28.6.4 As parts of the Common Areas that include Appliances or
Equipment installed by Sponsor are completed, Sponsor will deliver to the
Association any applicable warranties that are extended by the
manufacturers or suppliers of such Appliances and Equipment.
10. CONTROL BY THE SPONSOR.
10.1 CLASSIFICATION OF MEMBERS AND LOT OWNERS. Pursuant to the
Association's By-Laws, the expected form of which is reproduced in Attachment M,
there will be three classes of Members — (a) Sponsor (as long as it owns one or more
Homes or Lots) will be the sole Member in one class; (b) the owners other than Sponsor
of the Conventional Homes will be the Members of a second class; and (c) the owners
other than Sponsor of the AFFH Lots will be Members in the third class. Lot Owners will
be similarly assigned to three separate classes. The purpose of such classifications is
essentially technical; that is, to authorize (without violation of applicable laws) the
variations in rights and obligations among the Conventional Lot Owners, the AFFH Lot
Owners and Sponsor.
10.2 NUMBER AND ELECTION OF DIRECTORS.
10.2.1 Initially, the Board will consist of three Directors, all of whom will be
elected by Sponsor. A Director described as "to be elected" by Sponsor will
serve at Sponsor's pleasure.
10.2.2 Within 30 days after the earlier of Sponsor's conveyance of the
37t" Lot, or the second anniversary of the recording of the Declaration, a special
meeting of Members will be convened, at which one of the three Directors
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elected by Sponsor will be replaced by a Director elected by the Members other
than Sponsor. Thereafter, at each annual meeting of Members ("Annual
Meeting"), until the change described in Paragraph 10.2.3 takes effect, Sponsor
will elect two Directors, and the Members other than Sponsor will elect one
Director.
10.2.3 Within 30 days after the earlier of Sponsor's conveyance of the
75t" Lot, or the seventh anniversary of the recording of the Declaration, a special
meeting of Members will be convened, at which a second Director elected by
Sponsor will be replaced by a Director elected by the Members other than
Sponsor. This is the point at which Sponsor will relinquish control of the Board.
There can be no assurance that Sponsor's interests in exercising such control
will coincide with the interests of the other Lot Owners, and the duration of
Sponsor's control is a special risk to purchasers.
10.2.4 The Association's By-Laws do not establish any distinction in the
exercise of voting rights between Members who reside in the Community and
Members who (because they have rented their Homes, or for any other reason)
do not reside in the Community. This means that the By-Laws do not require
that, after the period of Sponsor control, a majority of the Directors must be
owner-occupants or members of an owner-occupant's household who are
unrelated to Sponsor or its Principals. This is a special risk to purchasers.
10.2.5 After Sponsor conveys the 75t" Lot, Sponsor will have the right to
elect at least one Director as long as it owns one or more Lots. At each Annual
Meeting that occurs after Sponsor relinquishes control of the Board, and before
Sponsor loses or relinquishes its right to elect its one, remaining Director,
Sponsor will elect one Director, and the Lot Owners other than Sponsor will elect
two Directors.
10.2.6 Sponsor may at any time relinquish its right to elect one or more of
the Directors that it would otherwise be entitled to elect. From and after the time
when Sponsor relinquishes the right to elect its sole, remaining Director, Sponsor
(or the owner or owners of the Unsold Units as the case may be) will not vote for
the election of Directors.
10.2.7 Refer to Paragraph 11.10 for a discussion of the election of
Directors after Sponsor ceases to elect any Directors. Refer to Paragraph 11.11
for a discussion of eligibility requirements for service on the Board.
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10.3 VETO POWERS. Sponsor reserves the right to veto certain actions and
expenditures (by the Association or the Unit Owners) until the Withdrawal Date.
Sponsor may relinquish its veto powers, in whole or in part, at any time, by giving notice
to such effect to the Board. The duration and scope of such veto power is a special risk
to purchasers. The actions and expenditures that may be vetoed by Sponsor are the
following:
10.3.1 Materially increasing or decreasing the services provided and
tasks undertaken by the Association, except as the Association's responsibilities
increase as Homes and Common Elements are completed.
10.3.2 Undertaking any capital expenditure.
10.3.3 Establishing, augmenting or replenishing any reserve or similar
fund, beyond (a) the dollar amount (if any) of the initial contributions of
purchasers of required by this Plan; (b) the dollar amount (if any) per Home
allocated to reserves according to the projected budget then set forth in this Plan;
and (c) earnings on invested reserves.
10.3.4 Borrowing money.
10.3.5 Awarding compensation to any Director or Officer.
10.3.6 Amending or authorizing the amendment of the Governing
Instruments or the REA.
10.3.7 Granting any easement, license or mortgage affecting the
Common Areas.
10.3.8 Taking certain actions relating to alterations of Homes or Common
Areas as described in Paragraph 9.16, or otherwise seeking changes in or relief
from governmental approvals governing the Property.
10.4 LIMITATIONS ON VETO POWERS. Sponsor will not exercise the veto
power described in Paragraph 10.3 to prevent actions or expenditures that are
(a) specifically described in the Projected Budget then set forth in this Plan; (b) required
to comply with applicable laws or regulations; (c) required to comply with any notice of
violation of a governmental requirement; or (d) required to remedy any insurer's work
order.
10.5 MORTGAGE LIENS ON COMMON AREAS. While Sponsor controls the
Board, no mortgage liens will be placed on the Common Area Lot without the consent of
Lot Owners that own 51% of the Homes or Lots that are not owned by Sponsor or its
nominees.
10.6 CERTIFIED FINANCIAL STATEMENTS. While Sponsor controls the
Board, certified financial statements covering the Association will be provided each year
to Members.
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11. THE ASSOCIATION.
11.1 RECORDING. Sponsor will record the Lot Owners Declaration and the
AFFH Declaration before Sponsor conveys the Common Area Lot or any other Lot.
11.2 PRINCIPAL PURPOSES OF THE ASSOCIATION. The Association's
principal responsibilities will be (a) to maintain exterior and structural components of the
Homes; (b) to carry property insurance covering the Homes and the Clubhouse, and to
restore them if they suffer damage from fire or other occurrences; and (c) to maintain,
insure, restore and operate the Common Areas. As described in Paragraph 1.9, the
Association is responsible for fulfilling certain obligations imposed by the REA.
11.3 MEMBERSHIP. Membership in the Association is mandatory for Lot
Owners.
11.4 MINIMUM AND MAXIMUM NUMBER OF HOMES. The maximum number
of Homes that will be built on the Property is 110. There is no minimum number of
Homes that must be constructed and no minimum number of Lots that must be sold. All
Lots were legally created by the recording of the Subdivision Plat, so no time limit is
relevant to Sponsor's creation of Lots or construction of Homes.
11.5 MORTGAGES. Any mortgages that encumber the Property will be
subordinated to the Lot Owners and AFFH Declarations before Sponsor conveys any
Lot, and the Common Area Lot will be released from the lien of such mortgages before
it is conveyed to the Association. Each Lot will be released from any mortgages
encumbering the Lot when Sponsor conveys the Lot to its purchaser.
11.6 OBLIGATIONS TO MAINTAIN INSURANCE. The Lot Owners are not
required to maintain insurance covering their Homes. The Association is responsible for
insuring the Property, including the Homes, against fire and other occurrences, and for
restoring any Home or other part of the Property - excluding the Drainage Facilities, for
which Reckson will be responsible - that suffers such damage. If such damage occurs,
the Association will be responsible for restoring the affected improvements; to the extent
that the Association's insurance does not cover the full cost of such restoration, any
shortfall will be an Association expense. However, neither the Association's property
insurance, nor its obligation to restore, will cover items described in Paragraph 1.10.2
(for example, decorations, window treatments at the like). Lot Owners are strongly
urged to consult their own insurance advisers regarding the scope of the Association's
property insurance, and are strongly urged to carry their own insurance covering the
"contents" of their Homes.
11.7 ANNEXATION OF OTHER REAL ESTATE. There is no provision in the
Lot Owners Declaration for Sponsor's annexation of other real estate to the Property.
11.8 PROVISIONS THAT DO NOT APPLY TO SPONSOR. There are a variety
of provisions in the Lot Owners Declaration that do not apply to Sponsor, or that apply
to Sponsor differently from how they apply to other Lot Owners. Refer, by way of
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example only, to (a) Paragraph 1.7, regarding Sponsor's use of Unsold Units;
(b) Paragraph 1.11, regarding Sponsor's exemption from certain controls on alterations;
(c) Introductory Notes to the Projected Budget, on page 31, regarding Sponsor's
obligation to pay Assessments; (d) Section 9, regarding Sponsor's reservation of certain
easements and other rights; and (e) Section 10, regarding Sponsor's control and veto
rights.
11.9 STATUTORY AUTHORITY. The Association was incorporated on
March 28, 2017, pursuant to the New York Not-for-Profit Corporation Law. A copy of
the Certificate of Incorporation is set forth in Attachment I.
11.10 BOARD OF DIRECTORS. Refer to Paragraph 10.2 for a discussion of
election of Directors while Sponsor has the right to elect one or more Directors. During
that period, and subject to resignations required to give effect to the transition of control
from Sponsor to the other Members, each Director will serve until the next Annual
Meeting, and for such longer time as may elapse until his or her successor takes office.
However, at the first Annual Meeting at which the Members other than Sponsor are
entitled to elect all three Directors, the candidate receiving the highest number of votes
will be elected for a three-year term, the candidate receiving the next highest number of
votes will be elected for a two-year term, and the candidate receiving the next highest
number of votes will be elected for a one-year term; thereafter, each Director elected at
an Annual Meeting will serve until the third Annual Meeting following his or her election,
and for such longer time as may elapse until his or her successor takes office.
11.11 ELIGIBILITY REQUIREMENTS. Each Director must be (a) an individual
who owns a Lot, alone or in conjunction with others; (b) a spouse of such an individual;
(c) an officer, director, manager, employee or partner of a corporation, partnership or
other entity that owns a Lot, alone or in conjunction with others; or (d) an individual who
is a fiduciary, or an employee of a corporate or other non-individual fiduciary, that owns
a Lot, alone or in conjunction with others.
11.12 REMOVAL OF DIRECTORS. Any Director may be removed for cause by
the Members, but only after an opportunity to be heard on at least 30 days' notice at a
special meeting of Members. A Director who was not elected by Sponsor may be
removed without cause by the Members, but only after an opportunity to be heard on at
least 30 days' notice at a special meeting of Lot Owners.
11.13 VACANCIES. A vacancy in the office of a Director (including without
limitation a Director who has been removed for cause) will be filled by vote of Sponsor
or of the Members other than Sponsor, according to whichever would have been
entitled to elect the departed former Director in accordance with the transition provisions
described in Paragraph 10.2, if the meeting at which such election would take place
were held then. Any successor thus elected will serve the remainder of his or her
predecessor's term.
11.14 FIRST MEETINGS OF THE BOARD. The Board must hold its first
meeting promptly after recording of the Lot Owners Declaration, which "organization
Offering Plan - Kingfield 78
meeting" will take place before Sponsor conveys any Lots. The Board will adopt the By-
Laws at its organization meeting. The Board must hold a meeting within six months
after Sponsor's conveyance of the first Home.
11.15 REGULAR MEETINGS OF THE BOARD. Regular meetings of the Board
may be held at such time and place as may be determined from time to time by a
majority of the Directors, but the Board must meet at least twice a year, including one
meeting that must take place within ten days after the Annual Meeting.
11.16 SPECIAL MEETINGS OF THE BOARD. Special meetings of the Board
may be called by the President, or by a majority of the incumbent Directors, in either
case on three business days' notice to each Director.
11.17 QUORUM. At all meetings of the Board, presence in person or by proxy
of a majority of the incumbent Directors will constitute a quorum for the transaction of
business. If a quorum is not present at any duly-called meeting of the Board, the
Director or Directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is obtained.
11.18 VOTING ON THE BOARD. In all matters on which the Board votes, each
Director will have one vote. No Director may vote on any matter with respect to which
he or she has a personal interest distinguished from the interests of Members generally,
except that a Director elected by Sponsor may represent Sponsor's interests
consistently with his or her fiduciary responsibilities to the Association.
11.19 ACTION BY DIRECTORS WITHOUT MEETING. Directors may take
without a meeting any action that they could take at a meeting, by obtaining written
approval of all incumbent Directors, but this may not take the place of the meeting at
which the Association's annual budget is adopted.
11.20 OFFICERS. The Association's "Officers" will consist of a President, a
Treasurer and a Secretary, each of whom will have duties comparable to those
conferred on similarly-named officers of other not-for-profit corporations. The Board
may also designate additional Officers with such titles and duties as the Board may
specify from time to time. Officers will serve at the pleasure of the Board.
11.21 FIRST OFFICERS AND DIRECTORS. The initial Directors and Officers,
all of whom are affiliated with Sponsor and have office addresses for this purpose in
care of Sponsor, are:
Name Office, in addition to Director
Robert N. Dale President
William R. McGuinness Vice President
Joshua R. Rogull Secretary
Offering Plan - Kingfield 79
11.22 INDEMNIFICATION. The Association must indemnify and hold harmless
each Director and Officer against all liability arising out of the contracts, activities and
business of the Association, to the fullest extent permitted by law, excluding only cases
of such Director's or Officer's own willful misconduct or bad faith. The Directors and
Officers, in their capacity as such, will have no personal liability with respect to contracts
made by them on behalf of the Association.
11.23 COMPENSATION. No Director or Officer will receive any compensation
from the Association for serving in such capacity, except reimbursement for expenses
as authorized by the Board. Sponsor may compensate its employees or affiliates who
serve as Directors or Officers, but such compensation will not be an Association
Expense.
11.24 ACCESS BY THE ASSOCIATION AND BY OTHER LOT OWNERS. The
Association, its Managing Agent and any other person authorized by the Board or the
Managing Agent will have a right of access to each Home and Lot, for the purposes of
(a) making inspections to verify compliance with the Governing Instruments;
(b) correcting any condition originating in such Home or Lot and threatening another
Home or Lot, and/or the Common Areas; (c) abating violations of the Governing
Instruments, including without limitation removal from the Property of alterations,
decorations or other objects that are located therein improperly; (d) maintaining,
repairing, restoring and replacing the Property; and (e) generally fulfilling the obligations
of the Association under the Governing Instruments. Such access will be conditioned
upon request for entry being made in advance and any such entry being made at a time
reasonably convenient to the Lot Owner, except that, in case of emergency, such entry
may be made on such lesser notice (or no notice) as is reasonable under the
circumstances, and whether or not the Lot Owner is present. A Lot Owner who requires
access to an adjacent Home or Lot, for purposes of making repairs or alterations that
are permitted under the Declaration and that are not within the Association's
responsibility, may have access for such purpose to such adjacent Home or Lot, but
only with the permission of (and subject to oversight by) the Board.
11.25 ASSESSMENTS.
11.25.1 The Association will levy Assessments on Lot Owners when the
Association's financial operation begins. As described in Introductory Comments
to the Projected Budget, on page 29, that will occur when Sponsor conveys the
first Lot, unless Sponsor elects —for administrative convenience — to pay all
Association Expenses other than contributions to the Reserve Fund.
11.25.2 An Association Expense that is incurred by reason of a Lot
Owner's violation of the Lot Owners Declaration, or by reason of abuse or misuse
of the Property by the Lot Owner (or any tenant, resident or guest of the Lot
Owner's Home), is called an "Individual Unit Expense", and will be recouped by
an "Individual Unit Assessment" specially imposed by the Association on such
Lot Owner's Lot. The Board may adopt Rules that impose, as Individual Unit
Expenses, (a) late charges, interest and costs of collection arising from late
Offering Plan - Kingfield 80
payment of Assessments; and (b) reasonable fines for violation, of the Lot
Owners Declaration or any Rules adopted by the Board, by the Lot Owner,
tenants of the affected Lot or residents of or visitors to the Lot.
11.25.3 Except as described in Paragraph 11.25.2, Assessments to
recover Association Expenses will be imposed in equal, monthly installments
according to a budget adopted by the Board, which it is expected to do on an
annual basis. The Board may revise the budget from time to time to account of
unexpected changes in anticipated Association Expenses, and may impose
Special Assessments when needed. The allocation of Association Expenses is
described in Introductory Comments to the Projected Budget, beginning on
page 30.
11.25.4 If a Lot Owner fails to pay any Assessment within ten days after
date due, the Board may, in addition to the collection of late charges and costs of
collection, and after affording the Lot Owner an opportunity to be heard by the
Board in regard to the delinquency, accelerate Assessments against the affected
Lot, so that all Assessments that would be due for the current fiscal year become
immediately due and payable. This is a special risk to purchasers.
11.25.5 Alternatively, or in addition to, liability for late charges and costs
of collection, and acceleration of Assessments, by reason of delinquency in
payment of Assessments, during any period while any Assessment against a Lot
remains unpaid for ten days or more past the date due, the Board may suspend
the Lot Owner's right to use the Common Areas, other than those necessary to
give access between his or her Lot and its Limited Common Elements, and the
public street. The foregoing suspension may also be declared by the Board in
the case of the Lot Owner's violation of the Lot Owners Declaration or Rules, but
in such case on only after the delinquent Lot Owner is afforded a right to be
heard on the subject. This foregoing is a special risk to purchasers.
11.25.6 The Association will a lien on each Lot to secure payment the Lot
Owner's payment of Assessments, as described in Paragraph 11.26..
11.26 ASSOCIATION'S LIEN.
11.26.1 The Association will have a lien on each Lot to secure payment of
Assessments. Such lien may be foreclosed in the same manner as a mechanic's
lien, except that no notice need be filed or recorded to perfect the lien, and there
is no requirement that the Association begin foreclosure within any specified
period in order to preserve its lien.
11.26.2 The Association may also sue to recover unpaid Assessments,
without foreclosing or waiving its lien. A Lot Owner will be personally liable for
Assessments imposed during his or her period of ownership, which obligation
will terminate when he or she sells or conveys the Lot, provided that any
Offering Plan - Kingfield 81
unpaid Assessments accrued through the time of conveyance are paid at the
time of conveyance.
11.26.3 The Association's lien will be subordinate to the lien held of a
first mortgage of record, if the holder has given notice to the Association asking
to be recognized as such.
11.27 AMENDMENTS. The Lot Owners Declaration may be amended by the
affirmative vote of Lot Owners who own at least two-thirds of the Lots that are not
owned by Sponsor or its nominees. The By-Laws may be amended by majority vote of
the Members, although the Not-for-Profit Corporation Law requires certain changes to
be approved by two-thirds vote of the Members. However, all amendments are subject
to the following restrictions:
11.27.1 Amendments may be subject to Sponsor's veto, as described in
Paragraph 10.3.
11.27.2 No provision regarding the classification of Lot Owners or
Members, or that confers rights on Sponsor in distinction to Lot Owners generally
may be amended without Sponsor's consent.
11.27.3 No provision that confers rights on the owner of any specified Lot
in distinction to Lot Owners generally may be amended without the consent of
the affected Lot Owner.
11.27.4 An Amendment to the assignment of Allocated Interests in the
Declaration may be amended only with consent of Lot Owners who own 67% of
the Lots of each Type of Lot.
11.27.5 An amendment imposing any right of first refusal, or requiring
payment to the Association of any fee, "flip charge" or other sum (other than
reasonable fees intended to recoup the Association's administrative costs), in
connection with the re-sale of a Home, may be adopted only by vote of owners of
90% of the Lots that are not owned by Sponsor or its nominees.
11.27.6 Amendments to restrictions on occupancy or re-sale of AFFH
Lots would also require approval by the County of Westchester and/or the
Village's Program Administrator.
11.27.7 No provision that requires action or approval by a proportion of
Lot Owners that is greater than two-thirds may be amended without the approval
of such greater proportion of Lot Owners.
Offering Plan - Kingfield 82
11.27.8 Certain provisions - relating primarily to easements - state that
they may not be amended, which means that they may not be amended without
the consent of all Lot Owners.
[Section 12 begins on the next page]
Offering Plan - Kingfield 83
12. OPINION OF COUNSEL.
[see seven pages attached]
PU MAN
Y1 C C Andrew A.Gfickson,0jN1- It
ATTCA�NEYS 2 Stainford Plaza
2.141 Tresser Blvd.
Stanifiard.CT 06901-3262
p 203 674 793 5
f 203 363 86519
agfickson(e�),pullcorn.com
January 31, 2017
SC Rye Brook Partners LLC
3 Memorial Avenue
Pawling, New York 12564
Re: Kingfield Homeowners Association, Inc. - Rye Brook,New York
Ladies and Gentlemen:
We have examined the Offering Plan the "Plan")to be issued by you (the "Sponsor")for the sale
of"Lots" in a"Community" -to be known as "King-field",and located on "Property" in the Village
of Rye Brook,New York('the "Village"). The Community will contain I 10 subdivision Lots, on
each of which Sponsor propose s to construct a single-family home ("Home"). Sponsor does not
offer to sell any Lot on which it will not have constructed a Home before the Lot is delivered to
its purchaser. All Homes will effectively be limited for use as resi'dences. The owner of each
Lot ("Lot Owner")will be a"Member" 'in the captioned Homeowners Association(the
'lAssociation. Sponsor will be Member as long as it owns one or more Lots, whether or not they
have yet been impro ved w ith Homes.
The Assoc iat*1 on w I I I o wn that part o f the P roperty that 1's not c onta i ned i n any Lot (the "C ominon
Areas"), consisting in general of"Recreational Faciliti esTi, internal roadways, utility installations
and landscaping. The entire Property will, accordingly, be owned by the Association or by 1..,ot
Owners.
The Association will be responsible for maintaining the Recreational Facilities and other parts of
the Common Areas, and for mat"ntaining certain elements of the Homes. Substantially all,if not
entirely all,of the AssociatioWs expenses will be devoted to the acquisition, construction,
management,maintenance and are of the Property. According to the Association's Certificate
of Incorporation, to be filed under the New York Not-for-Profit Corporation Law, "no part of the
assets, income or profit of the corporation is distributable to,or enures to the benefit of Its
members, directors or officers or any private person except to the extent permiss,ible under the
No(-for-Profit Corporation Law".
The use of the Property will be governed, and the rights and obligations of Lot Owners and
Members will be established,principally by a Declaration of Covenants and Restrictions the
"Lot Owners Declaration"),which will be recorded on the Westchester County Land Records
before the first Home is conveyed.
WWW.PUI,LCOM.COM j BRIDGEPORT I MARTFORD I STAMFORD I WATERBURY I WHITE PLAINS
PULII N4AN
rn� 1
ATTORNEYS
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Westchester County requires the marketing of affordable housing units that"affirmatively fuilher
fair housing",meaning- in the case of homes on Lots offered for sale -homes that are considered
afford ably" Pri ccd fo r fain i 1*1 es w i th i*nco me s that do not ex ceed a spec*1 fled le 1. Th I S
requirement is implemented in part by County requirements and 'in part by Village requirements,
Ten of the Lots in the Community ("AFF14 Lots")will be earmarked for improvement with homes
that will be designated as "Affordable Affirmatively Futilhering Fair Housing Homes" ("AFFH
Homes"), and will be subject to a Declaration of Restrictive Covenants (the "AFFH
Declaration"). Acquisition of each AFFH Home will be limited—loth initlafly wid with respect
to re-sale for a period of 5 0 years after initial sale—to a purchaser who is "income c I i Bible",
whose purchase price is limited and who must use the Home as the purc has ergs pry.ncipal
residence.
The Association will recoup the cost of its operations by imposing "Assessments" on the Lots.
Substantially all, if not entirely all,of the Association's income will be derived from such
Assessments.
Subject to certain provisions relating to Sponsor's obligations with respect to "Unsof(l Units", the
Assessments imposed on the Lots will be allocated according to "Assessmcnt Factors". A
specific Assessment Fa .tor will be assigned to each of three types of Lots ("Conventional Lots")
that are not intended for improvement with AFFH Homes(that is, "Conventional Homes"); an
Allocation Factor, different from the three Allocation Factors assigned to the Conventional I,ots,
will be assigned uniformly to the AFFH Lots. The Allocation Factors will be determined by
Sponsor on the basis of the approximate size of the Homes, and the approximate, projected value
of the Homes. The Allocation Factors will inot be sub j ect to alteration by reason of changes in
S ponsor's designs for the Homes, purchasers' alterations to their I I ones, Sponsor' actual selling
price's, actual re-sale prices, changes in value or any other reason.
The oNNqiers of the AFFH Lots C A FFH Lot Owners") will have the option of making use of the
Recreational Facilities, and those who do not so elect will not pay Assessments to support the
operation of the Recreational Facilities.
You have requested our opinion as to certain consequences of the arrangements described in the
Plan. In connection with this opinion, we have reviewed (1) the Plan, including documents
incorporated or described therein; (2) Regulations of the New York Department of Law pursuant
to which the Plaii was prepared and will be issued to prospective purchasers-, (3) pertinent
elements and provisions of New York statutory and decisional law; (4) pertinent sections of the
United State s I nternal Revenue C ode o f 19 8 6 as amended (the "Code"),the Ne w Yo rk S tate Tax
Law, regulations promulgated pursuant to the foregoing, and rulings and decisions under the
foregoing; and(5) such other documents as wc deemed relevant for purposes of this opinion,
certain of which are specifically cited herein. Except where otherwise indicated, the terins used
in n this opini I on have the same meanings as in the P1an. This opi h nion has been issued on the
PULLMAN
NFTORNEYS
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assumption that the legal consequences of the Plan, other than the specific issues discussed in
this pinion,
inion, are as described in the Plan.
LOT OWNERS DECLARATION AND AIFFH DECLARATION
It is our opinion that the Lot Owners Declaration and the AFF1 I Declaration when recorded wi I I
be legal and valid.
Our oplaion with respect to the AFFH Declaration *Is subject to the following caveats:
(1) The lawfulness of the restrictions on,purchase, re-sale and occupancy of the AFFH
Lots and Homes has been analyzed at length in connection with the adoption of t1le
Westchester County Fair and Affordable Housing Implementation Plan in 2010, and the
model municipal ordinances pronitilgated thereunder. See, for example, "IZeport to
Westchester County Land Use Law Center", dated June 29, 2012 ("Professor Nolon's
Report") prepared by the Pace University Land Use Law Center with the assistance of the
1-lousing Action Council. We have assumed without further consideration the validity of
such analysis.
(2) With respect to the lawfulness under the Village Code of the site plan and other land
use approvals for the AFFI-1 Homes, including variations from Conventional Homes in
regard to si ze, location, Assessment 11 ab i I ity and the I ike, we co nsider these i ssues
covered by the separate opinion from your land use counsel as described below.
LOT OWN ERS' DED TION FOR.FEDERAL IN C OME TAX P U RPOS E-S
SUbject to certain restrictions referenced below, each Lot Owner(excluding Sponsor) who
itemizes deductions will be entitled to deduct for Fed cral income tax purposes interest and
real estate taxes paid or accrued, as the case may be with cash basis or accrual basis
tfaxpayers} with respect to a Lot and Home. However, no deduction will be allowed to a cash
basi s taxpayer 'in the year of payment for prepaid interest, other than. "poi tits" paid i n cc main
cases described in Code Sections 163(h)(3) and 163(h)(4).
hiterest expense incurred by a taxpayer oil debt secured by the to payer's residence and incurred
in. r
in acquiring,, constructing or substantially improving such residence is deductible only with
respect to a "principal residence"' as described in.Code Section 12 1, and with respect to one other
home selected by the taxpayer that is used by the taxpayer as a residence as described in Code
Section 280A(d)(1). Such interest is s further limited to the extent of$1,000,000 in indebtedness
($500,000 in the case of a married individual filing a separate return). Interest on horne equity
indebtedness("Indebtedness secured by a qualified residence that is not incurred in acquiring,
constructing or substantially altering such residence) is generally deductible only -to the extent of
$100,000 of such indebtedness, or $50'.000 in the case of a separate return.by a married
PULLMAN
&COMLLY i.,,
ATTORNEYS
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individual. Interest on debt secured by a taxpayer's residence that does not qualify under the
rules described in this paragraph, and which is neither investment interest within the nicaning of
0
Code Section 163(d) (subject to the limitations on deductibility of investment interest) nor
R.
properly allocable to a trade or business of the taxpayer, is not deductible.
A Lot Owner who uses a I Iome in his or her trade or business, or who uses a Home for the
production of income (such as by holding it for rental,which is not permitted for AFFH Homes),
will be entitled to deduct interest and real estate taxes without regard to the limitations described
above that apply to Homes used by Lot Owners as their own residences,prov'Ided that if such use
is only a partial LLSe of the Lot or Home, such limitations wi 11 apply with respect to a portion of
those deductions. Such a Lot Owncr will also be entitled to depreciate the cost of the Home
according to the provisions of the Code,, including those which limit depreciation to the portion of
the Home used in a trade or business or for the production of income. Finally, such a Lot Owner
will be entitled to deduct that portion of such Lot Owner's individual expenses in gcnerating rental
income and maintaining the Home that constitute reasonable expenses for the production of
income, which expenses would include so much of Assessments as are not used to finance capital
expenditures or to accumulate reserves for capital expenditures. That portion of Assessments
used to finance capital expenditures,or to accumulate reserves for capital expenditures, would not
be deductible by any Lot Owner.
1.,ot Owners who do not use their Homes for the production of income will not be enlitled to
deduct any portion of their Assessments.
A Lot Owner who holds a Home for rental mcay be subject to the limit on deductibility of passive
losses contained in Code Section 469, which provides that passive losses (which would include
losses derived from the rental of real property) i-nay generally not be used to offset non-passive
income such as portfolio income and earned inn orne. However,certain qualifying taxpfayers may
deduct passive losses generated by rental property, (a) without limitation, if their level of
participation in real property businesses is highly intensive; or (b) up to $2.15,000, iftheir level of
partlelpation in real property businesses is "active" as defined in Code Section 469(1). A Lot
Owner who holds a Home for rental may also be subject to the At-Risk rules set forth in Code
Section 465. Purchasers should consult their own tax advisors to determine if these limitations
are applicable.
Please note that any Lot Owner's ability to claim deductions,,to the extent otherwise available for
Federal income tax purposes, for mortgage interest, real estate taxes,cost recovery or other
Home-related expenses, may also be affected by the imposition of the alternative minimum tax on
tax preference items set forth in Sections 55 through 57 of the Code and by the limitatioii mi
overall itemized deduaions app]icable to b i gh incom e taxpayers..
PULLNiAN
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NEW YORK STATE INCOME TAX DEDUCTIONS
The New York State income tax generally uses a taxp aye r's federal taxable income as the
starting point for the cal ulation of N ew York tax, and therefore a Lot Owner wi II generally be
entitled to deductions for New York State income tax purposes that are allowed for Federal
i nco me tax purposes. There may be variations between New York State and Federal
deductibility with respect to cost recovery mid Assessments, and there may be overall limitations
on the amount of itemized deductions based upon the level of income of the taxpayer.
FEDERAL INCOME TAX STATUS OF THE ASSOCIATION
The Federal income tax treatment of a homeowners association depends in part on whether it
qualifies and elects to be taxed under Code Section 528. If the Association qualifies as a
11 hoineowners association" within the meaning of Code Section 528, it may elect on an annual
basis to be (axed as described in the next sentence. If it does thus qualify and elect, the
Association will be subject to Federal income tax at the rate of 30%) only on the excess of its
income from sources other than "exempt function income" over deductions allowed under
Code Chapter I which are d1rect1hy connected With the production of the gross income
(excluding exempt function income), computed with certain modifications. Assessments and
other fees or assessments received from Lot Owners would constitute exempt function incorne.
Income on reserve or other invested funds, and charges coliccted for use of the Recreational
Facilities from persons who are not Lot 0 wtiers, are examples of income that would not be
exempt function income.
tali cation as a homeowners association under Section 528 for a given taxab1c year
requires that:
(a) The A s so c i ation must be organized and operated to p ro v 1 de for the acquisition,
construction, management and care of"association property", which includes property
owned by the "association", property owned in common by its "niei-nbers", property within
the "association" that is owned individually by its members,acid governmentally-owned
property th at i s used fo r the bench t o f its "mernbers".
(b) 60% or ruore of the gross into rne of the "assoc'lation" for that taxable year must
consist of"exempt function income"., which con-iprises dues, fees and assessments
collected from the owners of lots or units within the "association".
(c) 9 0% or m o re of the expeed itu res o f the "association" for that taxable year must
be for the acquisition,.,construction,management., maintenance and care of
P I as so c i ati o n prop e rty".
PULLMAN
ATTORNEYS
Page 6
(d) No part of the net earnings of the "association" inures(other than by acquiring,
constructing or providing management,maintenance and care of"association provertV11
a -V
and other than by a rebate of excess membership dues, fees or assessments)to the
benefit o f any private shareho I d e r or 1 n d i v 1 d u a t.
(e) In a condominium, substantially all of the units must be used by individual
members as residences. The Community is not a condominium.
Based on the anticipated operation of the Association as described 'in the Plan,the Association will
be el i Bible for"tax-exempt status" as descr.i bed above. However,if an election under Section 5 2 8 i s
not al R able or in effect for a taxable year,the Association would be treated for Federal income tax
aN,-
purposes as would any business corporrati o n. See Code Section 770 1(a)(3) and Treas. Reg.
Sec. 1. 1- .
TAX STATUS OF THE ASSOCIATION: NEW YORK
It is our opinion that the Association is required to file New York State corporation franchise tax
retunis, and to pay franc hise taxes on its taxable income as if it were a business corporation.
According to recent advisory opinions of the New York State Tax Commission, the Association
will have taxable income for such purposes to the same extent, 'if any, that 'it has taxable income
for federal income tax purposes. There is no minimum franchise tax payable by a corporation
that qualffies as a homcowners association. '
'fhe Association is not eligible for any exemption from State or local sales taxes.
LAND USE
We understand that you are relying on for counsel's opinion to the effect that the Property and
the ,I-Iomes, if built 'in accordance with the general descriptions set forth in this Plan, and with the
plans and spec i fications desen'bed in the Architect's and Engineer's Reports included in the Plan,
will coof-n to applicable zoning ordinances and statutes,
As described above, we understand that such opinion wil I address certain issues regarding
authorization for construction of the AFFH Homes.
CAVEATS
We express no views as to any Federal or New York State tax consequences of the Plan other
than those explicitly discussed in this opinion, nor as to the tax consequences of the Plan under
the 1aws of any other state or any foreign Jurisdiction. We advise each person contemplating the
PULLMAN
&COM YLLc
AT-MRNEYS
Page 7
purchase of a Lot to consult his or her own tax advisor with respect to the matters discussed in
this opinion.
Tht foregoing opinion 'is not a guarantee; it is based solely on existing rules of law as applied to
the facts and documents referenced herein. No assurance can be given that the tax or other laws
upon which counse I b as e d thi s op inion wi I I not change. I n no e v ent it I S ponsor, Sponsor's
counsel,the Association's Board of Directors, the Selling Agent or any other person be fiable if
there are changes in the facts on which counsel relied in issuing this opin ion,or if there are
changes 'in the applicable statutes,regulations.,rulings or decisional law on which counsel relied
that would cause the foregoing opinion not to be accurate,
We conscnt to the 'Inclusion of this opinion it the Plan.
Very �Lity yours.,
Pullman&Comley, LLC
ACTIVE/78176.I/AGLICKSON/6275418v2
I
Offering Plan - Kingfield 84
13. LOCAL GOVERNMENT APPROVAL.
Sponsor has received all governmental approvals for development of the Community,
up to and including Site Plan Approval and Subdivision Approval from the Village Board
of Trustees, and including building permits for four Homes. Remaining approvals
comprise only approvals that might fairly be considered "ministerial", meaning that they
require only demonstration of objective compliance with technical requirements.
Examples of ministerial requirements are further building permits, and permits for
design of connections to utility lines to which connection itself has already been
approved.
14. RESERVE FUND.
14.1 FUNDS AUTHORIZED. The Lot Owners Declaration authorizes the
Association to accumulate reserve and/or working capital funds. The Association's
ability to make such accumulations - beyond the amounts specifically contemplated by
this Plan - will be subject to Sponsor's veto until the Withdrawal Date as described in
Paragraph 10.3. Any fund designated as a "reserve fund" may be used only for capital
expenditures. While Sponsor controls the Board, no reserve or working capital fund will
be used to reduce projected Assessments. Sponsor does not anticipate establishment
of a working capital fund while it controls the Board.
14.2 PROJECTED RESERVE FUND ACCUMULATION. Sponsor and the other
Lot Owners will contribute to the Reserve Fund to the extent of their respective
obligations to pay Assessments (subject to Sponsor's right to pay a Deficiency
Assessment), as described in the Introductory Notes to the Projected Budget
(Schedule A), on page 31 Each purchaser will also make a one-time contribution to the
Reserve Fund as described in Paragraph 8.6.4. The projection and adequacy of
Reserve Fund accumulations is discussed in Footnote (12) to the Projected Budget, on
page 29.
15. MANAGEMENT AGREEMENT, CONTRACTS AND LEASES.
15.1 MANAGING AGENT. The prospective Managing Agent is described in
Paragraph 16.3. The proposed Management Agreement is described in Footnote (9) to
the Projected Budget (Schedule A) on page 39.
15.2 OTHER CONTRACTS. Except for service contracts described in the
Footnotes to the Projected Budget (Schedule A), Sponsor does not anticipate any other
agreements that will be binding on the Association.
15.3 LEASES. Sponsor does not anticipate that any leases will be binding on
the Association.
Offering Plan - Kingfield 85
16. IDENTITY OF PARTIES.
16.1 SPONSOR AND ITS PRINCIPALS.
16.1.1 Sponsor is SC Rye Brook Partners LLC, a Delaware limited liability
company that is registered with the New York Secretary of State as a foreign
limited liability company. Sponsor's principal office is located at 3 Memorial
Avenue, Pawling, New York 12564. Sponsor, which was formed specifically to
develop the Community, has no prior experience as a developer.
16.1.2 Bohdy Hedgcock and Richard Schaupp are Principals of Sponsor
by reason of their authority to act on behalf of CV4 Rye Brook LLC, which is
Sponsor's Managing Member. Robert N. Dale and William R. McGuinness are
Principals of Sponsor by reason of their capacities in Sun Rye Brook, LLC, which
is a Member in Sponsor, and their active participation in the conduct of this
off e ri n g.
16.1.3 Principal Bohdy Hedgcock is a Senior Vice President and
Assistant Portfolio Manager for the Clarion Ventures 4. He shares responsibility
for all facets of Fund management, including acquisitions, dispositions, asset
management and investor communications. Previously, he worked with the
Firm's Investment Research Group, where he was involved in the underwriting of
more than $2.0 billion in acquisitions. Mr. Hedgcock joined Clarion Partners in
2007, having begun working in the real estate industry in 2001. He hold an MS
degree from New York University, a Masters in Urban and Regional Planning
from the University of Colorado, and a B.A. from Southwestern University.
16.1.4 Principal Richard Schaupp is a Director and the Portfolio Manager
for Clarion Ventures 4. He has participated in the acquisition, asset
management, and development management of over $4.0 billion of real estate.
He originally joined Clarion Partners in 2000, and began working in the real
estate industry in 1995. He holds an MBA from Yale University, and a B. Arch.
degree from the University of Notre Dame.
16.1.5 Sponsor's principals, Robert N. Dale and William R. McGuinness,
are involved as principals in the offering of homes at Kensett, a planned
community of 77 homes in Darien, Connecticut. Previously, they were together
involved as principals in the offering of homes at Palmer Hill, a planned
community of 195 homes in Stamford, Connecticut. Mr. McGuinness was
involved as a principal in The Willows at Crestwood, a 40-unit condominium in
Yonkers, New York. Over the last 15 years, Mr. Dale has been a principal in two
rental housing communities in New Jersey, and one rental housing community in
Pennsylvania.
16.1.6 Principal Bohdy Hedgcock has been involved in a condominium
offering by Harrison Street Residences LLC, for units at Seven Harrison Tribeca,
at 7 Harrison Street, New York, New York; the Offering Plan was filed with the
Offering Plan - Kingfield 86
Department of Law on October 2, 2013, under file no. CD130064, and the first
closing occurred on February 27, 2015. Except as described in the preceding
sentence, no Principal has been involved, as sponsor, a principal in the sponsor
or an affiliate of the sponsor, in an offering of cooperatives, condominiums,
planned unit development homes or time shares that were first offered in or from
New York within the past five years.
16.1.7 There is no cooperative, condominium or Lot Owners association,
other than the Community, where Sponsor, any general partner in Sponsor, any
Principal in Sponsor, or any holder of unsold shares in this offering, owns ten
percent or more of the unsold shares or units as an individual, general partner or
principal.
16.2 SPONSOR'S ATTORNEY. Sponsor's attorney, in connection with the
preparation of this Plan, is Pullman & Comley, LLC, 281 Tresser Boulevard, Suite 1000,
Stamford, Connecticut 06901. Andrew A. Glickson, an attorney at such firm, prepared
this Plan. The Escrow Agent's firm, identified in Paragraph 5.10, will represent Sponsor
in connection with closings.
16.3 MANAGING AGENT. The prospective Managing Agent is Plaza Realty
and Management Corporation, with its principal office at 1010 Hope Street, 2nd Floor,
Stamford, Connecticut 06907. The Managing Agent has been actively engaged in
property management over 30 years includes management of 50 homeowners
associations and condominiums. The firm is a member of the Community Associations
Institute (CAI), and Richard Smeriglio (who was responsible for creation and review of
the Proposed Budget) is designated by CAI as a Certified Manager of Community
Associates (CMCA). His recent experience includes the management of Oakridge
Condominiums in South Salem, New York, The Classic Condominium in Stamford,
Connecticut, and The Commons Condominium in Greenwich, Connecticut.
16.4 SELLING AGENT. The Selling Agent is Rogull Realty, LLC, 65 Talcott
Road, Rye Brook, New York 10573. The Selling Agent's principal, Joshua M. Rogull,
has been engaged in real estate sales and leasing since 2008. He has held a real
estate salesperson's license in New York since 2008, and received real estate broker's
license in New York in 2017.
16.5 SPONSOR'S CIVIL ENGINEER. Sponsor's engineer is Divney Tung
Schwalbe LLP, One North Broadway, White Plains, New York 10601. Such firm has
been engaged in the practice of planning, civil engineering and related disciplines
since 1972. Mark J. Shogren, who signed and sealed the Engineer's Report on behalf
of the firm, is a Licensed Engineer in the State of New York. Recent projects
undertaken by the firm include the following:
16.5.1 Planning and engineering for Westchester's Ridge Hill, a mixed-
use "lifestyle" center located in Yonkers, New York, containing 1.5 million square
feet of retail stores, restaurants, condominiums, and offices.
Offering Plan - Kingfield 87
16.5.2 Master Plan for expansion and upgrading of Pace University's
Pleasantville, New York, campus.
16.5.3 81-unit senior housing project at The Hamlet, in Pawling, New
York.
16.5.4 New construction and revitalization of the White Plains, New York,
Housing Authorities 450-unit public housing complex.
16.6 SPONSOR'S ARCHITECT. Sponsor's architect is Cordtsen Design
Architecture, Inc., 7 Thurston Avenue, Newport, Rhode Island 02840, which was
founded in 2015. Spencer C. McCombe, who signed and sealed the Architect's Report
on behalf of the firm, is a Registered Architect in the State of New York. Recent
projects undertaken by the firm include the following:
16.6.1 Prescott Point, West Main Road, Portsmouth, RI 02871 - new
single - and two - family development with 15 - 20 units completed or under
construction.
16.6.2 St. John's Masonic Lodge, 50 School Street, Newport, RI 02840 -
full renovation of existing, 18th century Mason's Lodge into eight condominiums
in downtown Newport.
16.6.3 Newport Beach Club, Waterfront, Portsmouth, RI 02871 - new ten
unit multi-family building to be built multiple times within large community
development plan.
16.7 AFFILIATIONS. Neither Sponsor nor any of its Principals is affiliated of the
Managing Agent, the Selling Agent, Sponsor's Engineer, Sponsor's Architect or any
other person or firm that will provide services to the Association subsequent to the
commencement of Association operations.
16.8 DESIGNATIONS OF SECRETARY OF STATE. Sponsor, and Principals
Robert N. Dale and Bohdy Hedgcock (who are not New York residents), have
designated the New York Secretary of State to receive service of process arising in
connection with this offering.
17. REPORTS TO MEMBERS.
17.1 REPORTS REQUIRED FROM ASSOCIATION. It is the responsibility of the
Board to give all Lot Owners, annually, (a) a financial statement for the Association,
prepared by a certified public accountant or public accountant, within 120 days after the
close of each fiscal year; (b) prior notice of the Annual Meeting; and (c) a copy of the
Association's proposed annual budget, at least 20 days before initial adoption of such
budget.
17.2 SPONSOR REQUIREMENTS. While Sponsor controls the Board, (a) the
Association's annual financial statement must be certified by a certified public
Offering Plan - Kingfield 88
accountant; and (b) the adequacy of the Association's budget must be certified in
accordance with Department of Law Regulations (refer to the certification of the
Projected Budget in Attachment P).
18. DOCUMENTS ON FILE.
Sponsor will keep copies of this Plan, all documents referred to in this Plan and all
exhibits submitted to the Department of Law in connection with the filing of this Plan, on
file and available for inspection without charge, and for copying at a reasonable charge,
at Sponsor's office shown on the cover, for six years from the date of the first closing.
Sponsor will deliver to the Board a copy of all documents filed with the appropriate
recording office at the time of the closing of the conveyance of the first Home.
19. GENERAL.
19.1 NO LAWSUITS. There are now no lawsuits, administrative proceedings or
other proceedings, the outcome of which could materially affect this offering, the
Property, the Association, Sponsor's capacity to perform all of its obligations under this
Plan or the operation of the Association.
19.2 PRIOR OFFERING. The Property was not the subject of any prior offering.
Sponsor did not conduct any "market test'.
19.3 NO DISCRIMINATION. In connection with this offering, neither Sponsor
nor its agents will discriminate against any person because of race, creed, color,
national origin, age, sex, disability, marital status or other grounds prohibited by law.
19.4 REVISIONS. Refer to Paragraph 1.18 for a description of Sponsor's right
to amend this Plan, and the requirement that purchasers be given certain rights of
rescission if certain amendments are made.
19.5 NO FURTHER REPRESENTATIONS. This Plan and the documents
described herein contain all of the terms and conditions of this offering. It may not be
revised orally. No person is authorized to make any representation concerning this
offering, except as expressly contained in this Plan.
20. SPONSOR'S STATEMENT OF SPECIFICATIONS OR BUILDING CONDITION.
20.1 DESCRIPTION OF PROPERTY AND CONDITION. Sponsor hereby
adopts the descriptions of the Property, including plans and specifications, that are set
forth in the Engineer's Report and Architect's Report in Attachment F and Attachment G,
respectively. Sponsor has no knowledge of any material defects or need for major
repairs to the Property.
Offering Plan - Kingfield 89
20.2 INSPECTION REPORTS. There are no outstanding notices of building
code or similar violations affecting the Property. Sponsor is aware of no official
inspection reports reflecting on the condition of the same.
[end of Part I - Attachments follow in Part II]
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CONTRACT OF SALE — KINGFIELD
Lot No.: Type:
The "Sponsor" is SC Rye Brook Partners LLC, a Delaware limited liability having an
office at 3 Memorial Drive, Pawling, New York 12564.
Purchaser(s):
Address:
Address, cont'd:
Telephone: Home: Mobile: Other:
Base Purchase Price: Due now for Options:
Total Purchase Price: Reservation Deposit:
Estimated Closing Date: Earliest Closing Date:
Broker(s), other than
Selling Agent:
Purchaser's Attorney:
Check if the following are attached:
W-9 Form for each Purchaser
Plans for the Home (specify):
Specifications:
Description of Options:
X Trilateral Agreement regarding Deposit:
Other:
ATTACHMENT D
Contract of Sale — Kingfield 2
This CONTRACT OF SALE (this "Contract") is made between the "Sponsor" and the
purchaser or purchasers (collectively described as "Purchaser") named on the cover.
The parties agree as follows:
1. COMMUNITY. This Contract relates to the sale of the "Lot" identified on the cover,
in Kingfield (the "Community") at International Drive in Rye Brook, New York. The
Sponsor's "Offering Plan" for the Community (the "Plan") is considered incorporated into
this Contract, and contains extensive provisions that govern the meaning and
interpretation of this Contract. You must read the Plan to understand this Contract.
2. PURCHASE AND SALE. The Sponsor agrees to sell and convey, and the
Purchaser agrees to purchase, the Lot, as described in the Plan. In accordance with
the Plan, the Lot will be conveyed after it has been improved with a "Home", whether
now existing or to be completed. The Home is described in attachments to this
Contract. You must in particular read the provisions in the Plan regarding
changes and substitutions.
3. PURCHASE PRICE. The purchase price is set forth on the cover of this Contract,
and must be paid as set forth in the Plan. Sponsor acknowledges receipt of the
"Reservation Deposit" indicated on the cover as "due now", subject to collection.
4. WARRANTY. The Sponsor makes no warranty with respect to the condition of the
Home or anything contained therein, except as specifically set forth in the Plan. THERE
ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE OF THIS CONTRACT
OF SALE.
5. RIGHT OF RESCISSION. The Purchaser has a right to rescind this Contract for a
limited time, as described in the Plan.
Dated by Sponsor: SC Rye Brook Partners LLC,
by CV4 Rye Brook LLC, its Managing Member
by:
Dated by Purchaser:
Dated by Purchaser:
ATTACHMENT D
Contract of Sale — Kingfield 3
RIDER TO CONTRACT OF SALE — KINGFIELD
TRILATERAL AGREEMENT CONFIRMING ESCROW AGREEMENT AND DEPOSIT OF
PURCHASER'S RESERVATION DEPOSIT
Purchaser: Lot No.:
Reservation Deposit:
The "Sponsor" is SC Rye Brook Partners LLC, a Delaware limited liability having an office at
3 Memorial Drive, Pawling, New York 12564.
The "Purchaser" is the Purchaser under the "Contract of Sale" to which this Rider is attached,
covering the purchase for the captioned Lot.
The "Escrow Agent" is Cuddy & Feder LLP, a New York limited liability partnership having an
office at 445 Hamilton Avenue, 14t' Floor, White Plains, New York 10601.
The Escrow Agent hereby confirms its agreement to hold the Purchaser's "Deposit" in escrow
as described in the Offering Plan and the "Escrow Agreement" that is included in the Offering
Plan. The Escrow Agent further confirms that the "Reservation Deposit" described above has
been deposited into its "Escrow Account", which is Cuddy & Feder LLP IOLA Escrow
Account No. 5321557935 at JP Morgan Chase Bank, 235 Main Street, White Plains, New York
10601. Such account, as an "IOLA Account" as described in the Offering Plan, earns no
interest for the benefit of the depository bank or the Escrow Agent.
SC Rye Brook Partners LLC
by CV Rye Brook LLC
by:
Authorized Signatory
Dated by Escrow Agent: Cuddy & Feder LLP
by:
A Partner
Purchaser: Purchaser:
ACTIVE/78176.1/AGLI CKSON/63734630
ATTACHMENT D
DEED
The premises covered by this deed are shown on the Official Tax Map of the Town of
Rye as Map 129.25, Block 1, Lot 1, and lands shown on the Official Tax Map of the
Town of Harrison as Block 661, Lot 4.
THIS INDENTURE, made the day of , 201 , between SC RYE BROOK
PARTNERS LLC, a Delaware limited liability having an office at 3 Memorial Drive,
Pawling, New York 12564 (the "Seller"), and Kingfield Homeowners Association, Inc., a
New York not-for-profit corporation having an office at 3 Memorial Drive, Pawling, New
York 12564 (the "Purchaser");
WITNESSETH:
That Seller, in consideration of$1.00 and other valuable consideration paid by
Purchaser, does hereby grant and release unto Purchaser, and the heirs or successors
and assigns of Purchaser, forever, "Premises" located in the Villages of Rye Brook
(Town of Rye) and Harrison (Town of Harrison), Westchester County, State of New
York, more particularly described in Schedule A annexed hereto;
TOGETHER WITH and SUBJECT TO the following:
(a) Lot Owners Declaration, made by Seller as "Declarant", dated , and
intended to be recorded simultaneously with this Deed.
(b) Declaration of Restrictive Covenants, made by Seller as "Declarant", dated
, and intended to be recorded simultaneously with this Deed.
(c) Matters of record, including without limitation Reciprocal Easement
Agreement, dated May 9, 2016, between Reckson Operating Partnership, L.P.
and SC Rye Brook Partners LLC, recorded on June 21, 2016, under Control
No. 561263184.
(d) Seller's right, title and interest in and to any streets or highways, opened or
proposed, in front of or adjoining such premises.
(e) All easements, rights of way, privileges, strips, gores, air rights and other
rights belonging or appurtenant to such premises.
TO HAVE AND TO HOLD the same unto Purchaser and the heirs or successors and
assigns of Purchaser forever.
Seller covenants that it has not done or suffered anything whereby the Premises have
been encumbered in any way whatever, except as aforesaid.
ATTACHMENT E
Deed — Kingfield Common Area Lot 2
Seller, in compliance with Section 13 of the Lien Law, covenants that it will receive the
consideration for this conveyance and will hold the right to receive such consideration
as a trust fund to be applied first for the purpose of paying the cost of the improvement
and will apply the same first to the payment of the cost of the improvement before using
any part of the total of the same for any other purpose.
N WITNESS WHEREOF, Seller has signed this deed as of the date first written above.
Declarant:
SC Rye Brook Partners LLC,
by CV4 Rye Brook LLC, its managing
member
by:
STATE OF NEW YORK )
)ss.:
COUNTY OF )
On the day of , 20 , before me, the undersigned, personally appeared
personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument, and acknowledged to me
that he (she) executed the same in his (her) capacity (capacities) as
and that by his (her) signature on the instrument, such individual, or the person upon
behalf of which such individual acted, executed such instrument.
Notary Public
2
ATTACHMENT E
Deed — Kingfield Common Area Lot 3
Schedule A: Description
ACTIVE/78176.1/AGLI CKSON/6373131 v1
3
ATTACHMENT E
Divney Tung Schwalbe, LLP Andrew V.Tung, ASLA, Esq., LEER AP
DIVN LY TUNG * SCHWALB E One North Broadway Gerhard M. Schwalbe, P.E.
Intelligent Land Use White Plains, NY 10601 W1 I I iarn J. Carey,Jr.
P: 914.42 8.0010 Mark S. Gratz, P.E.
F: 914.428.0017 Maria Copl it Alfaro, P.E.
www.divneytungschwalbe-com Donna M. Maiello,ASLA, RLA
Jason E. Bajor,ASLA, RLA
Cosirno Reale, CPESC
Mark J. Shogren, P.E.
Matthew N. Steinberg,AICP
April 12, 2017
Mr. Bob Dale
Buckingham Partners, LLC
237 Redstone Ride
Cherry Hill,New Jersey 08034
Re: Kingfield—Engineer and Landscape Summary
Bye Brook,New York
Dear Mr. Dale:
In accordance with your request,we have reviewed the descriptive checklist for Part 22 of Title 13
NYCRR and offer the following information that is applicable to the site civil engineering and
landscaping elements of the project.
A. Location
The Site is in the Village of Rye Brook,Westchester County,New York. Access to the site is
from International Drive, a privately-owned street off King Street through Reckson Executive
Park. The property and proposed use will comply with all zoning and use requirements at
closing.
B. Site Description
1. Size—The project site is 31.5 acres.
2. Number of Buildings —The proposed project will include 110 residential units, including
10 affordable housing units, and a clubhouse building.
ATTACHMENT F
DIVNEY • TUNG • SCHWALBE
Intelligent Land Use
Mr. Bob Dale April 12, 2017
Re: Kingfield Sum marX Page 2
3. Streets—All roadways within the Community shall be privately owned and maintained
by the Homeowners Association. Such roadways are not anticipated to be dedicated to
the Village of Rye Brook or any other public entity. The streets have been designed to
meet the recommendations of the Geotechnical Engineer using New York State
Department of Transportation standard materials.
a. Paving—New 24-foot wide asphalt roads consisting of 11/a-inch thick asphalt top
course, 31/2-inch thick asphalt binder course and 6-inch thick granular stone base
course and 12-inch thick granular stone sub-base course. The roads will have a 2%
center crown.
b. Curbing—6-inch stone curbing along all streets.
c. Catch Basin and Storm Drains—New precast concrete catch basins and high density
polyethylene (HDPE) pipe.
4. Street Lighting—Site lighting has been provided at intersections and parking lots. The
lights include 10-foot and 12-foot poles with LED lights.
5. Drives and Sidewalks—All driveways and sidewalks within the community shall be
privately owned and maintained by the Homeowners Association. They will not be
dedicated to the Village of Rye Brook or any other public entity.
a. Paving—Driveways and sidewalks will be 3-1/8-inch concrete pavers on 1-inch sand
setting bed and 4-inch compacted granular base. There will not be sidewallcs located
adjacent to the streets.
b. Curbing—Driveways will not have curbs.
c. Catch Basin and Storm Drains—Driveways will not have catch basins. Precast
concrete storm drains may be located in the lawn area adjacent to driveways.
C. Subsoil Conditions
A complete Georechnical Report dated January 26, 2016, has been completed by GEI
Consultants, Inc., georechnical engineers. The proposed buildings are located outside of the
100-year flood zone. The lowest basement elevation is approximately 20 feet above the 100-
year flood elevation of the Blind Brook. The following summary of the subsoil conditions
was provided by GEI Consultants for the project in a letter dated April 12, 2017, to Rye
Brook Partners,Inc.
ATTACHMENT F
DIVNEY • TUNG • SCHWALBE
Intelligent Land Use
Mr. Bob Dale April 12, 2017
Re: Kingfield Sum marX Page 3
The structures bear on native sand, silt, and gravel (Glacial Till), or compacted granular fill
where raising of grade was required. Isolated areas of fill (non-native material) were
encountered during pre-construction investigations. These areas were limited in scope and
often contained debris and otherwise deleterious materials. Where the material was unsuitable
for re-use on the site, whether due to physical suitability or environmental contamination, it
was removed from the site in accordance with regulatory procedures.
Groundwater was encountered during pre-construction investigations, mainly confined in
sandy seams in areas to be cut into the natural hillside. Groundwater conditions below the
finished development will be affected by earthwork activities (cut/fill) and the presence of new
subsurface infrastructure.
The approved granular fill placed below the structures is free of oversize cobbles, boulders, or
otherwise deleterious material. All soils below the structures are not considered to be
expansive or susceptible to long-term subsidence.
D. Landscaping and Enclosures
The landscaping is shown on Drawing Nos. SP-4.0, Landscape Plan—Overall, and SP-4.1,
Landscape Plan—Typical Unit/Clubhouse. Planting at the units will include a combination of
trees, shrubs, grasses and lawn. Segmental block retaining walls designed by others will be
located throughout the site to reduce steep slopes adjacent to units. There will not be fences
between the units except where required or necessitated for fall protection. The fence at the
pool will be a decorative aluminum fence to be selected by the Architect. A crushed stone
dust walking path will loop around the stormwater basin as shown on the Landscape Plan.
The Homeowners Association will maintain the walking path. There will be an
approximately 1,200 square foot park enclosed by a decorative aluminum fence. The
maintenance and operation of the park will be the responsibility of the Homeowners
Association pursuant to the terms of the Declaration and By-Laws.
There are no display pools, fountains or tennis courts proposed.
ATTACHMENT F
DIVNEY • TUNG • SCHWALBE
Intelligent Land Use
Mr. Bob Dale April 12, 2017
Re: Kingfield Sum marX Page 4
E. Utilities
1. Water—SUEZ Water Westchester Inc. (SUEZ) provides potable water to the site. New
water mains with valves and hydrants will be installed within the on-site roads. The
water mains will be located within an easement and will be owned and operated by
SUEZ. A metered domestic service and unmetered fire service will serve each unit. All
use and maintenance costs associated with individual water service to the unit shall be the
sole responsibility of the Homeowner. Service provided to the clubhouse, pool or other
Common Areas shall be billed to the Association and the cost thereof shall be a Common
Expense. See Drawing No. SP-3.0, Site Utility Plan—Overall, for additional
information.
2. Electric—Consolidated Edison (ConEd) provides electric service to the site.
Underground electric will be installed within the on-site roads and shoulders. The
electric lines and structures will be located within an easement and will be owned and
maintained by ConEd. Electric service to each unit will come from ground-mounted
transformers. Each unit will be individually metered and all use and maintenance costs
associated with electric service to the unit shall be the sole responsibility of the
Homeowner. Service provided to the clubhouse,pool or other Common Areas shall be
billed to the Association and the cost thereof shall be a Common Expense.
3. Gas—ConEd provides gas service to the site. Gas mains will be installed within the on-
site roads and shoulders. The gas mains will be located within an easement and will be
owned and maintained by ConEd. Gas service laterals will serve each unit. Each unit
will be individually metered and all use and maintenance costs associated with gas service
to the unit shall be the sole responsibility of the Homeowner. Service provided to the
clubhouse, pool or other Common Areas shall be billed to the Association and the cost
thereof shall be a Common Expense.
4. Telephone—Verizon is the local telephone service provider. Each Homeowner will
arrange service for their home and will be billed separately. Service provided to the
clubhouse shall be billed to the Association and the cost thereof shall be a Common
Expense.
ATTACHMENT F
DIVNEY • TUNG • SCHWALBE
Intelligent Land Use
Mr. Bob Dale April 12, 2017
Re: Kingfield Sum marX Page 5
5. Cable—Cablevision is the local cable television service provider. Each Homeowner will
arrange service for their home and will be billed separately. Service provided to the
clubhouse shall be billed to the Association and the cost thereof shall be a Common
Expense.
F. Sewers
1. Sanitary Sewer—See Drawing No. SP-3.0, Site Utility Plan—Overall, for additional
information.
a. Sewage Piing—The new public sewer mains will consist of 8-inch diameter PVC.
b. Sewage Pumps—There are no pumps required for the public sewer. Ejector pumps
may be required for any basement plumbing fixtures.
c. Sewage Disposal—The sewers will be offered for dedication to the Village of Rye
Brook. The sewers will become part of the Blind Brook Sewer District.
Maintenance of the public sanitary sewer main shall be billed to the Association and
the cost thereof shall be a Common Expense. Each unit will have a sewer service
lateral connecting to the public sanitary sewer main. All maintenance costs
associated with the sewer service lateral for the unit shall be the sole responsibility of
the Homeowner. Service provided to the clubhouse, pool or other Common Areas
shall be billed to the Association and the cost thereof shall be a Common Expense.
2. Permits—The sanitary sewer extension was approved by the Westchester County
Department of Health on October 6, 2016.
3. Storm Drainage—Stormwater from unit roof leaders will be directed to storm sewers,
stormwater swales, bioretention basins or infiltration basins. The storm sewer system
including catch basins, storm pipes stormwater swales, bioretention basins, infiltration
basins and stormwater basins will owned by the Homeowners Association. The cost of
inspecting and maintaining the stormwater systems as required by the New York State
Department of Environmental Conservation shall be billed to the Association and the
cost thereof shall be a Common Expense. See Drawing No. SP-2.0, Grading&Drainage
Plan, for additional information.
ATTACHMENT F
DIVNEY • TUNG • SCHWALBE
Intelligent Land Use
Mr. Bob Dale April 12, 2017
Re: Kingfield Sum marX Page 6
G. Refuse Disposal
There is no central refuse facility on the site. Refuse pick-up for each unit will be provided by
the Village of Rye Brook. All costs associated with refuse pick-up for the unit shall be the
sole responsibility of the Homeowner. Service provided to the clubhouse, pool or other
Common Areas shall be billed to the Association and the cost thereof shall be a Common
Expense.
H. Garages and Parking Areas
Each of the units will have an attached garage. The 100 market-rate units will have 2-car
garages and the 10 affordable-housing units will have 1-car garages. There will be 53 surface
parking spaces located throughout the site, including 2 ADA accessible spaces located near the
clubhouse. The parking spaces will be set on porous pavers with stone curbing and be
illuminated by 10-foot light poles. The parking spaces shall be subject to the conditions and
restrictions set forth in the Declaration. See Drawing No. SP-Ll, Site Layout Plan, for the
location of the parking spaces.
I. Pool and Spa
A pool and spa will be located at the Clubhouse. The maintenance and operation of the pool
and spa will be the responsibility of the Homeowners Association pursuant to the terms of the
Declaration and By-laws. The pool and spa construction is being designed by others.
Application has been made to the Mount Kisco office of the Westchester County Department
of Health for a construction permit. The application is pending. The pool designer has
provided the following information:
The construction material of the main pool is Gunite; 20-feet wide and 50-feet long, depth
varies from 3.5 feet to 4.75 feet. Maximum capacity of the pool is 67 persons. Water volume
of the main pool is 20,205 gallons. The pool is not designed for diving or night use. Pool
will include an ADA approved chair lift.
The construction of the spa pool is Gunite; 10-feet wide and 10-feet long with a uniform
water depth of 3 feet Maximum capacity of the spa pool is 10 persons. Water volume of the
spa pool is 1,922 gallons. Spa will include an ADA-approved chair lift.
ATTACHMENT F
DIVNEY * TUNG * SCHWALBE
Intelligent Land Use
Mr. Bob Dale April 12, 2017
Re: Kingfield Summary Page 7
Additional pool and spa construction information as reported by the Sponsor include:
- Pool &Spa Deck—4-inch Poured Concrete
- Pool and Spa Coping—Precast Concrete
- Pool and Spa Walls — 8-inch to 12-inch thick Gunite walls with #4 Rebar spaced 12-inch
O.C. with 1/2-inch Marcite finish
- Pool and Spa Floor—6-inch thick Gunite floor with #4 Rebar spaced 12-inch O.C. with
1/2-inch Marcite finish
- Disinfection—Chlorine (15% Sodium Hypochlorite Solution)
- Pool and Spa Heating—Pentair gas-fired heaters
- Pool Fencing—Where required, 54-inch high Aluminum Fencing Enclosures
- Pool Pump— Centrifugal type with a capacity of 129 gallons per minute; filtration is
provided by two high-rate pressure sand filters.
- Spa Pumg—Centrifugal type with a capacity of 64 gallons per minute; filtration is
provided by one high-rate pressure sand filter.
Please let me know if you have any questions or need additional information.
Very truly yours
of N
DIVNEY TUNG SCHWALBE, LLP NRTI/V 0
CO
A
Uj CO
0
Gerhard M. Schwalbe, P.E.
Partner
100 0644659
Enclosures Pessi
oNP
ATTACHMENT F
F
r �m. CORDTSEN DESIGN ARCHITECTURE, INC
March 22, 2017
Architects Report
Kingfield Development
Rye Brook, New York
DC
Submitted by: AR
u C
Spencer Cordtsen A, LEED AP
Principal Architect
RE: Kingfield—Homes (Association's responsibilities only)
The Village of Rye Brook does not stamp or seal approved building or site plans; rather it issues building permits
instead. Building Permits BP 17-024 (2 Rose Lane), BP 17-025 (4 Rose Lane), BP 17-026 (6 Rose Lane) and BP-17-
027 (8 Rose Lane) were all issued on February 10, 2017 for four homes. Copies of the permits are included in
Exhibit C-313.
22.7(i) Building Size: Varies, see Drawings of Attachment A.
1) Use: Dwelling.
2) Total height: Varies, see Drawings of Attachment A.
3) Crawlspace: Varies, see Drawings of Attachment A.
4) Number of Cellars: One basement.
5) Number of Floors: Two floors.
6) Equipment Room: Located in basement used for mechanicals.
7) Parapet Height: None.
22.7(j) Status of Construction: It is my understanding that four Homes began construction in March 2017.
Property and proposed use will comply with all zoning and use requirements at closing.
1) Anticipated Year Built: 2017-2020
2) Construction Type: 513, Use Group: R2, R3, Wood framed structure with sprinklers.
NYS Uniform Fire Prevention & Uniform Building Code:
2015 International Building Code, 3rd printing
2015 International Residential Code, 2nd printing
2015 International Fire Code, 3rd printing
7 Thurston Ave • Newport, RI 02840 Cord tsenDesign.com • 401.619.4689
Page 1 of 4
ATTACHMENT G
CO DT E 1 DESIGN ARCHITECTURE
2015 International Energy Conservation Code, 2nd printing
2015 International Plumbing Code, 3rd printing
2015 International Mechanical Code, 3rd printing
2015 International Fuel Gas Code, 3rd printing
2014 National Electrical Code
2016 Uniform Code Supplement
2016 Energy Conservation Code Supplement
2009 ICC 117.1 Accessible & Usable Building and Facilities
3) Certificate of Occupancy will be obtained after approved inspections.
4) Permit Number: No permit yet.
22.7(k)Structural System: Wood frame construction with periodic steel beams and columns. Exterior wall
framing will be 2x6 nominal, interior wall framing will be 2x4 nominal. Roof framing will be
premanufactured wood trusses. Floor construction will either be concrete slab on grade or
premanufactured wood truss joists. Sub-grade drainage will be installed at perimeter of footings, see
Engineers Report. Waterproofing for the foundation walls will be Tough-n-Dri waterproofing membrane
with %" insulation board.
22.7(1) Exterior of Buildings:
1) Exterior Walls: 2x6 wood studs erected in place with spray foam insulation, exterior plywood,
building paper and cement clapboard siding, painted in field. R-21 total, open-cell spray foam
insulation.
2) Windows: Aluminum clad wood double hung or casement windows, Marvin manufacturer,
Integrity Wood-ultrex. Double glazed with screens and shall be caulked. Infiltration and air seepage
are controlled to meet the required Energy Code and Sound Transmission requirements. Sash locks
are provided for security.
3) Parapets and Copings: None.
4) Chimneys and Caps: None.
5) Balconies and Terraces: Rear bluestone paver terrace on grade of walkout basement. Rear wood
deck off first floor living room.
a) Balcony Deck Finish: Composite wood decking.
b) Balustrade: 36" high PVC guardrail.
c) Railing/Guardrail: 36" high PVC guardrail.
d) Coping Material: None.
e) Soffit Material: 1x PVC beadboard.
f) Doors to Balcony/Terrace: Aluminum clad wood sliding or hinged doors, Marvin manufacturer,
Integrity Wood-ultrex. Double glazed with screens, aluminum sill and shall be caulked.
Infiltration and air seepage are controlled to meet the required Energy Code and Sound
Transmission requirements. Locks are provided for security.
6) Exterior Entrances:
a) Solid wood paneled doors, Morgan manufacturer or equal with wood frames. Infiltration and
air seepage are controlled to meet the required Energy Code and Sound Transmission
requirements. Locks are provided for security. Aluminum sills.
ATTACHMENT G
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CO DT E 1 DESIGN ARCHITECTURE
b) Vestibule Doors: None.
c) Exterior Stairs: None.
d) Railings/Guardrails: None.
e) Mailboxes: Located in Clubhouse.
f) Exterior Lighting: Progress P831-AT/P8044-78 recessed lights.
7) Service Entrances: None
8) Roof and Roof Structures:
a) Roof Types: Roofs are low-pitched, "flat" and sloped.
i. Materials: Prefabricated wood trusses with exterior plywood, building paper, tapered
insulation and single-ply EPDM membrane or asphalt composition shingles.
ii. Insulation: Open-cell spray foam insulation, R-38 total.
iii. Surface Finish: EPDM membrane, manufacturer Versigard or asphalt composition shingles,
manufacturer Certainteed or equal.
iv. Bond or Guarantee: EPDM 15 year manufacturer warranty starting upon completion.
Shingles 30 year manufacturer warranty.
V. Flashing Materials, Including Counter Flashings: Aluminum.
b) Roof Drains: None
i. Gutters and Leaders: Aluminum.
c) Skylights: Optional, located on flat roofs, aluminum clad wood, manufacturer Velux or equal..
i. Bulkheads: None.
d) Metalwork at Roof Levels: None.
e) Rooftop Facilities: None.
9) Fire Escapes: None.
10) Yards and Courts: There are side yards of lawn with shrub/tree vegetation. Planting beds for
vegetation surround the building. See Engineers Report for more information.
a) Paving: Driveway, see Engineers Report.
b) Drainage: Part of the overall site plan, see Engineers Report.
c) Railings: Optional, 36" high PVC guardrail/gate at all basement egress window wells.
d) Exterior Stairs: Optional poured concrete egress stairs at all basement egress window wells.
e) Fencing: None.
f) Walls: Site walls, see Engineers Report.
Common Walls:
Common walls apply to Units A, C1, C2, AFFH1 (Unit Y) &AFFH2 (Unit Z). B Units are individual homes
and do not have a common wall. Common walls are actually two separate walls located on each side of
the centerline. Each wall supports the roof/floor structure for the unit it belongs to and together they
create a 2-hour rated wall assembly with an STC rating of 61. The wall assembly construction is in the
following order:
%2" gypsum wall board
2x4 wood studs @ 16"o.c. with fiberglass batt acoustic insulation
1 %2" air space
1" gypsum wall board liner panel
ATTACHMENT G
Page 3 ot 4
CORDTSEN DESIGN ARCHITECTURE
Centerline
1" gypsum wall board liner panel
1%2" air space
2A wood studs @ 16"o.c.with fiberglass batt acoustic insulation
%2" gypsum wall board
ACTIVE/78176.1/ACASSI DY/6628847v1
ATTACHMENT G
Page 4 ot 4
(::Djk
CORDTSEN DESIGN ARCHITECTURE, INC
March 2212017
Architects Report Kingfield
Development Rye Brook,
New York
Submitted by:
Spencer Cordtsen A, LEED AP
Principal Architect
RE: Kingfield—Clubhouse
The Village of Rye Brook does not stamp or seal approved building or site plans; rather it issues building permits
instead. Building Permit BP 16-191 was issued on September 1, 2016,for site development work. A copy of
the permit is included in Exhibit C-3B.
22.7(a) Property Location Description:See Engineers Report
22.7(b)Site:See Engineers Report
22.7(c)Sub-soil Conditions: See Engineers Report
22.7(d) Landscaping and Enclosures:See Engineers Report
22.7(e) Utilities:See Engineers Report
22.7(f)Sewers: See Engineers Report
22.7(g) Refuse Disposal:See Engineers Report
22.7(h)Garages and Parking Areas:See Engineers Report
7 Thurston Ave • Newport, RI 02840 Cord tsenDesign.com 401.619.4689
Page 1 of 6
ATTACHMENT G
CO DT E 1 DESIGN ARCHITECTURE
22.7 (i) Building Size: 4,478 sq.ft.
1) Use: Clubhouse.
2) Total height: 19'-8".
3) Crawlspace: None.
4) Number of Cellars: One basement, 683 sq.ft.
5) Number of Floors: One floor,two levels
6) Equipment Room: Located in basement used for mechanicals.
7) Parapet Height: 3'-0".
22.7 (j)Status of Construction: Construction not started. Property and proposed use will comply with
all zoning and use requirements at closing.
1) Anticipated Year Built: 2017-2018
2) Construction Type: 5A, Use Group:A3, Wood framed structure with
sprinklers. NYS Uniform Fire Prevention & Uniform Building Code:
2015 International Building Code, 3rd printing
2015 International Residential Code, 2nd
printing 2015 International Fire Code, 3rd
printing
2015 International Energy Conservation Code, 2nd
printing 2015 International Plumbing Code, 3rd printing
2015 International Mechanical Code, 3rd
printing 2015 International Fuel Gas Code, 3rd
printing 2014 National Electrical Code
2016 Uniform Code Supplement
2016 Energy Conservation Code Supplement
2009 ICC 117.1 Accessible & Usable Building and Facilities
3) Certificate of Occupancy will be obtained after approved inspections. Occupant load: 168 persons
4) Permit Number: No permit yet.
22.7(k)Structural System: Wood frame construction with periodic steel beams and columns. Exterior wall
framing will be 2x6 nominal, interior wall framing will be 2x4 nominal. Roof framing will be
premanufactured wood trusses. Floor construction will either be concrete slab on grade or
premanufactured wood truss joists. Sub-grade drainage will be installed at perimeter of footings, see
Engineers Report. Waterproofing for the foundation walls will be Tough-n-Dri waterproofing
membrane with %" insulation board.
22.7 (1) Exterior of Buildings:
1) Exterior Walls: 2x6 wood studs erected in place with spray foam insulation, exterior plywood
and stucco finish system. R-20 total.
2) Windows: Aluminum clad wood sliding windows with fixed transoms, Marvin manufacturer.
Double glazed with screens and shall be caulked. Infiltration and air seepage are controlled to
meet the required Energy Code and Sound Transmission requirements. Sash locks are provided
ATTACHMENT G
Page 2 ot 6
CO DT E 1 DESIGN ARCHITECTURE
for security.
3) Parapets and Copings: 2x6 wood stud parapets erected in place secured to structural roof
framing. Copings shall be heavy gauge aluminum secured to P.T. wood blocking at edge of roof
framing.
4) Chimneys and Caps: There will be four chimneys, three for gas fireplaces and one for gas
furnace. Chimneys shall be insulated metal flues penetrating through roof. Aluminum painted
caps.
5) Balconies and Terraces:There is one balcony located off the fitness area and one pool terrace
off the club room.
a) Balcony Deck Finish: Random bluestone on mudset. Pool and spa deck shall be 4" poured
concrete. Pool and spa walls shall be 8"to 12" thick gunite walls with#4 rebar spaced
1211o.c.with %" marcite finish. Pool and spa floor shall be 6"thick gunite floor with#4
rebar spaced 12"o.c. with %" marcite finish. Pool and spa heating shall be Pentair gas fired
heaters.
b) Balustrade: None.
c) Railing/Guardrail: 42" high wood cap, aluminum posts and stainless steel cables.
d) Coping Material: None.
e) Soffit Material: Stucco finish system.
f) Doors to Balcony/Terrace:Aluminum clad wood sliding doors with fixed transoms, Marvin
manufacturer. Double glazed with screens and shall be caulked. Infiltration and air seepage
are controlled to meet the required Energy Code and Sound Transmission requirements.
Locks are provided for security.
6) Exterior Entrances: Two exterior entrances remotely located.
a) Aluminum clad wood hinged doors with panic hardware and sidelites, Marvin manufacturer.
Locks are provided for security.
b) Vestibule Doors: None.
c) Exterior Stairs/ Ramps: Located at entrance locations and constructed of poured concrete.
d) Railings/Guardrails: Galvanized steel at exterior stairlocations.
e) Mailboxes: Clustered units located inside near the main entrance.
f) Exterior Lighting: Progress P831-AT/ P8044-78 recessed lights.
7) Service Entrances: None
8) Roof and Roof Structures:
a) Roof Types: All roofs are low-pitched,"flat".
i. Materials: Prefabricated wood trusses with exterior plywood,tapered insulation and single- ply
EPDM membrane.
ii. Insulation: R-46total.
iii. Surface Finish: EPDM membrane, manufacturerVersigard.
iv. Bond or Guarantee: 15 year manufacturer warranty starting upon completion.
V. Flashing Materials, Including Counter Flashings: Aluminum.
b) Roof Drains:
i. Number: 7
ATTACHMENT G
Page 3 ot 6
CORDTSEN DESIGN ARCHITECTURE
ii. Zurn manufacturer or equal, cast iron.
iii. Gutters and Leaders: None.
c) Skylights: None.
i. Bulkheads: None.
d) Metalwork at Roof Levels:
i. Photovoltaic panels mounted on aluminum brackets shall supply electricity to the building.
e) Rooftop Facilities: None.
9) Fire Escapes: None.
10) Yards and Courts:There are side yards of lawn with shrub/tree vegetation. Planting beds for vegetation
surround the building. Poured concrete perimeter walls with stainless steel railings. See Engineers
Report for more information.
a) Paving: Pool and spa deck shall be 4" poured concrete.
b) Drainage: Part of the overall site plan, see Engineers Report.
c) Railings: Galvanized steel railings/guardrails at stair/ramp locations.
d) Exterior Stairs/Ramps at entrance locations are constructed of poured concrete.
e) Fencing: Pool fencing/gates shall be Active Yards or equal, 54" high aluminum.
f) Walls: Constructed of poured concrete.
22.7 (m) Interiors of Buildings:
1) Interior Stairs: Half stairs constructed of wood framing with wood finish treads and risers.
One stair connects two different levels of the first floor and one provides access to the
basement.
a) Two stairs of the same type.
b) Enclosure: Stairs are not enclosed,comply with the building codes and do not need a fire
rating.
c) Construction: Stairs are constructed of wood stringers,treads and risers.
d) Stringers: 2x wood framing.
e) Treads: Hardwood.
f) Risers: Hardwood.
g) Guardrails/Handrails: Wood.
h) Balustrade: Wood.
2) Interior Doors and Frames: Paneled masonite doors with wood frames, paint grade, not fire
rated, located at bathrooms and basement. Designed in accordance with New York State
Building Code.There are no corridor, stair hall or roof doors.
3) Elevators: None.
4) Elevator Cabs: None.
22.7 (n) Plumbing and Drainage:
1) Domestic water supply shall be connected to building. Domestic supply piping shall be 2" CPVC.
Water meter is located in heated water meter closet per local requirements. Domestic supply
piping shall be insulated with vapor jacketed glass fiber insulation to the following thicknesses:
Pipes less than 1" diameter: HW= 1.0"thick insul., CW=0.5"thick insul.; Pipes greater than or
ATTACHMF�NT G
Page 4 0 6
CORDTSEN DESIGN ARCHITECTURE
equal to 1" diameter: HW= 1.5"thick insul., CW= 1.0"thick insul. Glass fiber insulation shall be
provided with vapor jacket to be sealed at all circumferential and longitudinal seams with self-
sealing vapor tape or mastic. No pumps or storage. Domestic main valve and meter assembly to
be located in basement at northeast corner of building within fenced and gated enclosure.
2) Fire protection shall be sprinkler system.
a) Sprinkler system main to be 3". Sprinkler system piping to be Schedule 40 Black Iron Pipe.
b) No hose connections within building.
c) Sprinkler heads shall be standard response pendant heads (Viking or equal)throughout
building interior. Standard response sidewall heads (Viking or equal) shall be provided at the
exterior balcony.
d) Siamese connection shall be 4"x2.5"x2.5" double clapper type located at east exterior wall of
building.
3) Water Storage Tank: None
4) Water Pressure: Water through city supply. Pressure and monitor switch provided.
22.7 (o) Heating: Hot water heating provided by Navien NPE-180A wall mounted N.G. tankless hot water
heater with internal recirculating pump. 150,000 BTUH input, 96% UEF. Heating units to be (1) Heil
N9MSE 80,000 BTUH input/95.5%AFUE and (1) Heil N9MSE 100,000 BTUH input/95.5/AFUE.
1) Domestic hot water capacity 8.4 gpm at 35 degree rise, 6.5 gpm at 45 degree rise.
2) Interior design winter temperature: 72, outdoor design winter temperature: 8.
3) See above for manufacturer and model numbers for hot water heating and furnace heating.
4) Heat shall be supplied to the space based on thermostat setpoint.
5) All hot water piping is cpvc insulated per 22.7(n)#1 above. All ductwork is sheet metal with 1-1/2"
glass fiber insulation.
6) Hot water heating and space heating furnaces are fueled via Natural Gas.
7) No oil tank.
8) No gas tank.
22.7 (p)Air Conditioning: Cooling design indoor temperature: 70, outdoor temperature: 87.
1) Cooling system is split system.
2) Units are (2) Heil HSA660GKA 16 Seer, 5 ton.
3) (2) air cooled condensers on roof over lounge (northeast corner) behind parapet walls.
4) No window units or sleeves.
5) AC units on roof curbs with rubber isolation.
6) No rooftop piping.
7) No window units.
8) No PTACs.
9) Air handling via furnaces (see item 22.7 (0) above). 10 year parts and 20 year heat exchanger
warranties.
22.7 (q) Electrical System:
1) 225 amp, 120/240 volt, 1 phase, 3 wire with meter base and main disconnect at north exterior
ATTACHMENT G
Page 5 ot 6
CO DT E 1 DESIGN ARCHITECTURE
wall.
2) One main service as described above in 22.7q#1.
3) Main meter and disconnect at north exterior wall. Panel at basement under lounge in northeast
corner.
4) Telephone and data provided. No door communication.
5) All wiring is Cu (copper) or aluminum optional...sizing based on NEC.
6) Exterior main disconnect and meter as well as ac disconnects on roof to be NEMA 3R
enclosures, all other disconnects and panel to be type 1. All sizing is based on new equipment
and is sized to accommodate expansion and modern equipment.
7) All electrical shall comply with NEC 2014
8) There are a total of 39 circuits with circuits to handle all general lighting, general use
receptacles, 8 treadmills,AC,furnaces, HWH, pool and spa equipment.
9) All lighting fixtures to be LED. Lounge, clubroom, waiting, and fitness to be 6" recessed.
Bathrooms to be semi-flush ceiling surface mounted LED clouds. Mechanical in basement to be
LED linear ceiling or suspended mounting.
10) General use convenience outlets per code.
11) No generator.
22.7(r)Television Reception Facilities: All arrangements by the Owner.
22.7 (s) Recreation Facilities:
1) Swimming Pools:The construction material of the main pool is gunite; it is 20'wide and 50' long,
and varies in depth from 3'-6"to 4'-9". Maximum capacity of the pool is 67 persons. Water
volume of the main pool is 20,205 gallons.The construction of the spa pool is also gunite; it is 10'
wide and 10' long with a uniform water depth of 3'-0". Maximum capacity of the spa pool is 10
persons. Water volume of the spa pool is 1,922 gallons.
a) Fencing: Pool fencing/gates shall be Active Yards or equal, 54" high aluminum.
b) Pumping& Filter System:The pump is centrifugal type with a capacity of 129 gpm;filtration
is provided by two high-rate pressure sand filters.
c) Approval by Local Authority: Application has been made to the Mount Kisco office of
the Westchester County Department of Health for a construction permit.The
application is pending.
d) Decking: Pool and spa deck shall be 4" poured concrete.
e) Diving Boards: None.
2) Tennis Courts: None.
3) Other: None.
22.7 (t)General Information:
1) Building is served by hardwired with battery backup smoke detection. All smoke detection
units are new UL labeled per code.
2) No central building fire alarm. No FA required per code.
ACTIVE/78176.1/ACASSI DY/6628845v1
ATTACHMENT G
Page 6 ot 6
LOT OWNERS DECLARATION
for
KINGFIELD
and
KINGFIELD LOT OWNERS ASSOCIATION, INC.
International Drive, Rye Brook, New York
The Declarant is SC RYE BROOK PARTNERS LLC, a Delaware limited liability
having an office at 3 Memorial Drive, Pawling, New York 12564.
Date of this Declaration:
This Declaration affects lands shown on the Official Tax Map of the Town of Rye
as Map 129.25, Block 1, Lot 1, and lands shown on the Official Tax Map of the
Town of Harrison as Block 661, Lot 4.
Record and return to:
Andrew A. Glickson
Pullman & Comley, LLC
281 Tresser Boulevard, Suite 1000
Stamford, Connecticut 06901
ATTACHMENT H
Lot Owners Declaration - Kingfield 2
DECLARATION OF KINGFIELD
TABLE OF CONTENTS
Page
1. DEFINITIONS ............................................................................................................. 3
2. SUBMISSION ............................................................................................................. 7
3. NUMBER OF LOTS, IDENTIFICATION AND BOUNDARIES.................................... 7
4. MAINTENANCE, REPAIR AND REPLACEMENT ..................................................... 7
5. DECLARANT RIGHTS ............................................................................................... 9
6. ALLOCATED INTERESTS....................................................................................... 11
7. RESTRICTIONS ON USE AND ALIENATION ......................................................... 12
8. EASEMENTS............................................................................................................ 14
9. ADDITIONS, ALTERATIONS AND IMPROVEMENTS ............................................ 15
10. AMENDMENTS TO DECLARATION AND BY-LAWS ........................................... 16
11. TERMINATION ....................................................................................................... 17
12. MORTGAGEE PROTECTION ................................................................................ 17
13. ASSESSMENTS AND COLLECTION OF ASSOCIATION EXPENSES ................ 20
14. RIGHT TO ASSIGN FUTURE INCOME.................................................................. 23
15. INSURANCE........................................................................................................... 23
16. DAMAGE TO OR DESTRUCTION OF PROPERTY............................................... 25
17. RIGHTS TO NOTICE AND COMMENT; NOTICE AND HEARING ........................ 26
18. CONDEMNATION................................................................................................... 27
19. MISCELLANEOUS ................................................................................................. 27
EXHIBIT 1 : Legal Description of the Property.............................................................. 30
EXHIBIT 2 : Allocated Interests..................................................................................... 31
ATTACHMENT H
Lot Owners Declaration - Kingfield 3
DECLARATION OF KINGFIELD
1. DEFINITIONS.
In the Documents (as defined in Paragraph 1.18), certain words and phrases
shall have the meanings set forth in this Paragraph 1. References in this
Declaration to "Paragraphs" refer to the paragraphs so numbered in this
Declaration. References to "Exhibits" refer to the exhibits so numbered that are
attached to this Declaration. Exhibits shall be considered part of this Declaration
as if they had been set forth at length in the body of this Declaration.
1.1 AFFH Lots. Lots developed pursuant to requirements of the Village and the
County as "Affordable Affirmatively Furthering Fair Housing Homes", with the intention
that they be affordably priced for families with incomes that do not exceed a specified
level. AFFH Lots are defined in, and subject to, the Declaration of Restrictive
Covenants (Affordability) for Kingfield (the "AFFH Declaration"), made by Declarant and
intended to be recorded simultaneously with this Declaration. The owner of an AFFH
Lot is described as an "AFFH Lot Owner' .
1.2 Allocated Interests. Percentage figures that represent the Lots' respective
shares of liability for Association Expenses, as described in Paragraph 6 and listed in
the schedule in EXHIBIT 2, as that schedule may be amended from time to time.
1.3 Approvals. All governmental and quasi-governmental approvals for the
development and construction of the Community, including the resolutions of approval
of the Village's Board of Trustees and Planning Board, as the same may be amended
from time to time.
1.4 Assessment. A charge imposed by the Association on a Lot to recover
Association Expenses. An Assessment imposed on a particular Lot to recover an
Individual Unit Expense, as defined in Paragraph 1.24, is an "Individual Unit
Assessment'.
1.5 Association. Kingfield Lot Owners Association, Inc. (the "Association"), a
New York not-for-profit corporation governed by a Board (the "Board"), and in which the
only basis for membership is ownership of one or more Lots.
1.6 Association Expenses. The expenses of operating the Association as
described in Paragraph 13. Except as the context clearly requires reference to
Individual Unit Expenses, references to "Association Expenses" exclude Individual Unit
Expenses.
1.7 Board. The Board of the Association.
ATTACHMENT H
Lot Owners Declaration - Kingfield 4
1.8 Bylaws. The Bylaws of the Association, to be adopted by the Board at its
organization meeting, as they may be amended from time to time by action of the
Members.
1.9 Certificate of Incorporation. The Association's Certificate of Incorporation,
filed with the New York Department of State on March 28, 2017.
1.10 Common Area Lot. The 111 t" subdivision lot as shown on the Subdivision
Plat, which lot is not intended for improvement with a Home. Declarant intends to
convey the Common Area Lot to the Association promptly after making this Declaration.
1.11 Common Areas. Any real property and improvements within the
Community owned by the Association, including without limitation the Common Area Lot
and improvements now or hereafter constructed thereon, but excluding utility lines and
other facilities owned by utility providers, third-party easement holders or governmental
entities.
1.12 Community. Kingfield, the residential subdivision to be developed on the
Property in accordance herewith. As the context reasonably requires, "Community"
may be read to mean the Property.
1.13 County. The County of Westchester, and its agencies and
instrumentalities.
1.14 Declarant. SC Rye Brook Partners LLC, and any successor to its rights
as Declarant hereunder.
1.15 Declarant Rights. Rights reserved by Declarant in its capacity as such,
pursuant to Paragraph 5.
1.16 Declaration. This Declaration, as it may be amended from time to time.
1.17 Director. A member of the Board.
1.18 Documents. This Declaration, the Bylaws, the Certificate of Incorporation
and any Rules, as they may be amended from time to time, including all exhibits,
schedules, or certifications accompanying any Document.
1.19 Eligible Insurer. An insurer or guarantor of a first Security Interest in a Lot
which has notified the Association in writing of its name and address and that it has
insured or guaranteed a first Security Interest in a Lot. Such notice shall be deemed to
include a request that the Eligible Insurer be given the notices and other rights
described herein.
1.20 Eligible Mortgagee. The holder of a first Security Interest in a Lot which
has notified the Association, in writing, of its name and address, and that it holds a first
Security Interest in a Lot. Such notice shall be deemed to include a request that the
Eligible Mortgagee be given the notices and other rights described herein.
ATTACHMENT H
Lot Owners Declaration - Kingfield 5
1.21 Home. A residence located on a single Lot and intended for occupancy by
a single household as described in Paragraph 7.1.
1.22 Improvements. Any structures or facilities existing or to be constructed on
the Property, including but not limited to Homes, buildings, recreation amenities, trees
and shrubbery planted by Declarant or the Association, paving, garages, utility
structures, wires, pipes, conduits, gates, fencing, walls, light fixtures and light poles.
1.23 Individual Unit Assessment. An Assessment imposed on a particular Lot
to recover an Individual Unit Expense attributable to the Lot Owner, or as described in
Paragraph 13.3.1.
1.24 Individual Unit Expense. An Association Expense that is incurred by
reason of a Lot Owner's violation of the Declaration, or by reason of abuse or misuse of
the Property by the Lot Owner (or any tenant, resident or guest of the Lot Owner's
Home). A late charge, interest and/or costs of collection added to a delinquent
Assessment are also considered Individual Unit Expenses of the delinquent Lot Owner.
1.25 Land Records. The land records of the County.
1.26 Limited Common Elements. Areas and improvements located within the
Common Area Lot, but manifestly intended for the exclusive use of a particular Lot,
consisting of (a) driveways, walkways, patios and other improvements that are
manifestly intended to serve only such Lot; and (b) the mailbox designated to serve
such Lot. Limited Common Elements of a Lot are reserved for the use of such Lot as
described in Paragraph 7.1.2.
1.27 Lot. One of the 110 subdivision lots shown on the Subdivision Plat that is
intended for improvement with one Home, whether or not a Home has yet been
constructed thereon. The Common Area Lot is not considered a "Lot'.
1.28 Lot Owner. Declarant or other Person that owns a Lot. If ownership of a
Lot is divided or shared among two or more Persons, all such Persons constitute the Lot
Owner. Lot Owner does not include a Person having an interest in a Lot solely as
security for an obligation.
1.29 Majority of Members. Lot Owners entitled to cast a majority of Votes in
the Association. Any specified percentage, portion or fraction of Members, unless
otherwise stated in the Documents, means such percentage, portion or fraction in the
aggregate of the Votes.
1.30 Majority of Lot Owners. Lot Owners who own more than 50% of the Lots,
whether or not Homes have been constructed thereon. Any specified percentage,
portion or fraction of Lot Owners, unless otherwise stated in the Documents, means
such percentage, portion or fraction in the aggregate of the Lots.
ATTACHMENT H
Lot Owners Declaration - Kingfield 6
1.31 Managing Agent. A person, firm or corporation employed or engaged by
Declarant or the Association to perform management services for the Community and
the Association.
1.32 Member. The owner of a Lot in its capacity as member of the Association
for purposes of the Not-for-Profit Corporation Law. The rights of membership
appurtenant to a Lot cannot be conveyed separately from the Lot.
1.33 Notice and Comment. The right of a Lot Owner to receive notice of an
action proposed to be taken hereunder by the Association, as described in
Paragraph 17.
1.34 Notice and Hearing. The right of a Lot Owner or other Person to receive
notice of an action proposed to be taken hereunder by the Association or other party,
and the right to be heard thereon. The procedures for Notice and Hearing are set forth
in Paragraph 17.
1.35 Offering Plan. An offering plan filed with the New York Department of Law
authorizing the offering of Lots for sale to the public by Declarant or its successor.
1.36 Person. An individual, corporation, business trust, estate, trust,
partnership, association, joint venture, government subdivision or agency, or other legal
or commercial entity.
1.37 Property. The property submitted to this Declaration, consisting of (a) the
land described in EXHIBIT 1, which is located partly within the Village of Rye Brook
(Town of Rye) and partly within the Village of Harrison (Town of Harrison), County of
Westchester and State of New York; (b) all Improvements now or hereafter constructed
thereon, excluding utility lines and other facilities not owned by the Association or any
Lot Owner; and (c) all easements, rights and appurtenances thereof.
1.38 REA. The Reciprocal Easement Agreement, dated May 9, 2016, between
Reckson Operating Partnership, L.P. ("Reckson", the current owner of the "Office Park"
adjacent to the Property), and SC Rye Brook Partners LLC, recorded on June 21, 2016,
under Control No. 561263184.
1.39 Recreational Facilities. The clubhouse, swimming pool and other or
related recreational facilities constructed or to be constructed on the Common Areas.
1.40 Rules. Rules for the use of Lots and Common Areas, for the conduct of
Persons within the Community and otherwise dealing with details of the operation of the
Community, as adopted from time to time by the Board pursuant to this Declaration or
the Bylaws.
1.41 Security Interest. An interest in real property or personal property,
created by contract or conveyance, which secures payment or performance of an
obligation. A "first" Security Interest is a first mortgage of record that encumbers a Lot.
ATTACHMENT H
Lot Owners Declaration - Kingfield 7
1.42 Subdivision Plat. The subdivision plat for the Community approved by the
Village Board of Trustees on January 10, 2017, as it may be amended from time to
time.
1.43 Unsold Unit. A Lot owned by Declarant, or considered for purposes of the
Offering Plan to be (or treated under the Offering Plan as if it were) owned by Declarant.
1.44 Withdrawal Date. The date on which Declarant ceases to own any Lots.
For such purpose, Declarant shall be considered to own a Lot if such Lot is owned by
Declarant's successor as offeror under the Offering Plan (whether or not such offeror is
a successor Declarant hereunder), if such successor is offering Lots for sale pursuant to
such Offering Plan, and Declarant is responsible for such successor's obligations under
the offering plan.
1.45 Votes. The Vote allocated to each Member or Lot as described in the
Bylaws.
2. SUBMISSION.
Declarant hereby submits the Property and any and all Improvements now or hereafter
existing thereon, to the covenants, easements, restrictions, conditions, liens and
charges set forth herein, all of which shall run with the land, binding and inuring to the
benefit of all parties now or in the future owning, occupying or having any interest in the
Property.
3. NUMBER OF LOTS, IDENTIFICATION AND BOUNDARIES.
3.1 Number of Lots. The Community contains 110 Lots.
3.2 Identification of Lots. All Lots are identified by number and are shown on
the Subdivision Plat.
3.3 Lot Boundaries. The boundaries of each Lot are defined by individual Lot
lines as shown on the Subdivision Plat. A party wall between two adjacent Homes is
intended to be located on the Lot line between the adjacent Lots, but refer to the
easement established in Paragraph 8.2
4. MAINTENANCE, REPAIR AND REPLACEMENT.
4.1 Responsibilities of the Association under the REA. The Association is
responsible for fulfilling the obligations imposed on the Property by the REA.
4.2 Responsibilities of the Association. The Association is responsible for
maintaining:
4.2.1 The exteriors of the Homes, covering roofs, gutters, downspouts,
chimneys, siding, trim, window frames (but not broken windows), and exterior
doors including garage doors.
ATTACHMENT H
Lot Owners Declaration - Kingfield 8
4.2.2 Common (party) walls between adjacent Homes, covering (a) the
structural elements along the center line of the wall, or (if the wall contains
structural elements on both sides of the center line) the innermost such structural
elements on either side of the center line; and (b) wall board, insulation and other
materials installed "inside" such structural elements (that is, closer to the center
line of the wall than such structural elements).
4.2.3 Internal roadways, walkways, driveways and other exterior site
improvements, which responsibility includes removal of snow and ice from
exterior steps, walkways, driveways and the like.
4.2.4 The "laterals" connecting each Home to the water supply and
sanitary sewer mains.
4.2.5 All landscaping, including lawns, shrubs and, if any, trees on the
Lots. Notwithstanding the preceding sentence, landscaping may be installed by
the Lot Owner within his or her Lot with the authorization of the Board, and
subject to the Lot Owner's continuing obligation to maintain any landscaping so
installed.
4.2.6 All Improvements on the Common Areas, including the Recreational
Facilities but excluding certain drainage facilities maintained by Reckson
pursuant to the REA.
4.3 Responsibilities of Lot Owners. Each Lot Owner is responsible for
maintaining his or her Home, to the extent that the Association is not responsible as
provided in Paragraph 4.2. Each Lot Owner must also reimburse the Association for the
cost of maintenance that is required by the Lot Owner's misuse or abuse of his or her
Home, or by the Lot Owner's failure to fulfill his or her own maintenance responsibilities.
4.4 Insurance and Restoration - Homes. The Association is responsible for
maintaining property insurance covering the Homes and (where appropriate) other
Improvements on Lots, to the extent described in Paragraph 15, and for restoring
Homes and other improvements on Lots, after they suffer damage from fire or other
cause, to the extent described in Paragraph 16.
4.5 Insurance and Restoration — Common Areas. The Association is
responsible for maintaining property insurance covering the Common Areas, except to
the extent that Reckson is responsible for drainage facilities pursuant to the REA. The
Association's obligation to restore the Common Areas, after they suffer damage from
fire or other cause, is described in Paragraph 16.
4.6 Association Responsibilities for Unsold Units. Notwithstanding the
foregoing, the Association is not responsible for insuring Improvements on any Unsold
Unit, unless and until a Home has been completed thereon as evidenced by issuance of
a certificate of occupancy, and Declarant has delivered evidence of such issuance to
the Association.
ATTACHMENT H
Lot Owners Declaration - Kingfield 9
5. DECLARANT RIGHTS.
5.1 Reservation and Duration. Declarant reserves the easements and other
rights described in this Paragraph 5 ("Declarant Rights"), (a) until the Withdrawal Date;
and (b) in regard only to the completion of warranty repairs and other correction work,
for such additional time as Declarant or its affiliate has any contractual or voluntary
obligation to undertake such work, including without limitation an obligation undertaken
pursuant to the Offering Plan. Such reservation shall survive Declarant's conveyance of
any Lot, and Declarant's conveyance of the Common Area Lot.
5.2 Easements Reserved. Declarant Rights include easements, as follows:
5.2.1 Declarant, together with its employees, agents and contractors, will
have an easement over the entire Property, including without limitation the Lots
and Homes, for the purpose of (a) completing construction, including thereby
completion of any warranty or other defect correction work; (b) completing the
sale of all Unsold Units; (c) discharging Declarant's obligations pursuant to the
Approvals, as "Sponsor" under the Offering Plan, and under any Contracts of
Sale made by such Sponsor; and (d) exercising any other rights conferred on or
reserved by Declarant in its capacity as such.
5.2.2 Declarant, together with its employees, agents and contractors, will
have an easement over the entire Property (excluding Lots not owned by
Declarant), for the placement of storage of trailers, management offices,
equipment, advertising signage and other property relating to its construction,
sales and marketing activities, and to hold sales, marketing and promotional
events.
5.2.3 Declarant's entry into any Home or Lot not owned by it will require
advance notice to the Lot Owner to the same extent as the Association's access
as described in Paragraph 8.3; however, Declarant's entry is not required to be
arranged through or supervised by the Board, as would be required for entry by
other Lot Owners as described therein.
5.2.4 Declarant must exercise its right of entry into any Home or Lot
carefully, and so as to cause minimum disturbance of the affected areas.
Promptly after notification by any Director or Lot Owner, Declarant must repair
any damage to the Property caused by Declarant's activities. However,
Declarant reserves the right to defer final paving until it no longer foresees
passage through the Property of construction machinery, or trucks carrying
waste, fill or materials in connection with Declarant's construction and sales
activities.
5.3 Other Rights Reserved. Declarant Rights also include the following rights:
5.3.1 Declarant reserves the right to make adjustments to the boundaries
of any Lot owned by Declarant, or to which the Lot Owner consents, subject to
ATTACHMENT H
Lot Owners Declaration - Kingfield 10
obtainment of required governmental approvals. No Lot Owner may effect or
request any change in Lot boundaries.
5.3.2 Declarant reserves the right to alter Home types, and therefore the
Allocated Interests of the affected Lots, as described in Paragraph 6.
5.3.3 Declarant reserves the right to elect to defer the commencement of
the Association's financial operation. Such right may be exercised by giving
notice to such effect to the then-current Lot Owners. While such election
remains in effect, Declarant must absorb all Association Expenses. Declarant
may terminate such election at any time, in the same manner as the election was
made, and may not renew such election after it has been terminated.
5.3.4 Without limiting the easement rights reserved under
Paragraph 5.2.2, Declarant may use Lots owned by it as offices, storerooms,
sales centers and models in connection with its construction, marketing and
sales activities.
5.3.5 Declarant reserves the right to grant easements that facilitate the
delivery of utility services to the Community.
5.3.6 Declarant reserves the right to elect Directors in the manner
described in the Bylaws.
5.3.7 Declarant reserves the right to veto certain actions of the
Association and the Lot Owners as described in Paragraph 5.4.
5.3.8 Declarant reserves the right to retain all personal property and
equipment used in the sales, construction and maintenance of the Property that
has not been represented as property of the Association. Declarant reserves the
right to remove from the Property any and all goods and improvements used in
the development, marketing and construction of the Community, whether or not
they have become fixtures.
5.3.9 Declarant reserves certain rights with respect to additions,
alterations and improvements, as described in Paragraph 9.
5.4 Declarant's Veto Powers. Declarant reserves the right to veto certain
actions and expenditures (by the Association or the Lot Owners), until the Withdrawal
Date. Declarant may relinquish its veto powers, in whole or in part, at any time, by
giving notice to such effect to the Board. The actions and expenditures that may be
vetoed by Declarant are the following:
5.4.1 Materially increasing or decreasing the services provided and tasks
undertaken by the Association, except as the Association's responsibilities
increase as Homes and Common Areas are completed.
5.4.2 Undertaking any capital expenditure.
ATTACHMENT H
Lot Owners Declaration - Kingfield 11
5.4.3 Establishing, augmenting or replenishing any reserve or similar
fund, beyond (a) the dollar amount (if any) of the initial contributions of
purchasers of required by the Offering Plan; (b) the dollar amount (if any) per Lot
allocated to reserves according to the projected budget then set forth in the
Offering Plan; and (c) earnings on invested reserves.
5.4.4 Borrowing money.
5.4.5 Awarding compensation to any Director or Officer.
5.4.6 Amending or authorizing the amendment of the Approvals, the
Documents or the REA.
5.4.7 Granting any easement, license or mortgage affecting the Common
Areas.
5.4.8 Taking certain actions relating to additions, alterations and
improvements of Homes or Common Areas, or otherwise seeking changes in or
relief from the Approvals, as described in Paragraph 9.
5.5 Interference with Declarant Rights. Neither the Association nor any Lot
Owner may take any action or adopt any rule that will interfere with or diminish any
Declarant Right without the prior written consent of Declarant.
5.6 Actions Detrimental to Sales. No action may be taken by the Association
that would be detrimental to the sale of Lots by Declarant without the written consent of
Declarant, provided that (subject to Declarant's veto powers) an increase in an
Assessment for Association Expenses or the imposition of Special Assessments without
discrimination against Declarant shall not be deemed to be detrimental to the sale of
Lots.
6. ALLOCATED INTERESTS.
6.1 Allocation of Interests. The table showing Lot numbers and their Allocated
Interests is attached as EXHIBIT 2.
6.2 Method for the Allocation of Interests. The Lots' Allocated Interests have
been determined according to the following method, according to what type of Home
has been constructed on the Lot, or what type of Home is intended to be constructed
according to the Approvals:
6.2.1 Each Lot that is, or is intended to be, improved with a Home that is
unattached to any other Home shall have an Allocated Interest of 1.032% (shown
on EXHIBIT 2 as a "B" Lot).
6.2.2 Each Lot that is, or is intended to be, improved with a Home that is
the end or outside Home of a "three-plex" block of Homes, thus sharing one
ATTACHMENT H
Lot Owners Declaration - Kingfield 12
common wall with the Home in the middle of such block, shall have an Allocated
Interest of 0.960% (shown on EXHIBIT 2 as a "C" Lot).
6.2.3 Each Lot that is, or is intended to be, improved with a Home that is
in the middle of a three-plex block, thus sharing a common wall with a Type C
Home on each side, shall have an Allocated Interest of 0.888% (shown on
EXHIBIT 2 as an "A" Lot).
6.2.4 Each AFFH Lot shall have an Allocated Interest of 0.400%, as
shown on EXHIBIT 2, subject to increase if the AFFH Lot Owner elects
"Recreation Membership" as described in Paragraph 7.3.
7. RESTRICTIONS ON USE AND ALIENATION.
7.1 Use and Occupancy Restrictions. Subject to the Declarant Rights, the
following use restrictions shall apply to all Lots and to the Common Elements:
7.1.1 Each Home is restricted to use as a single-family residence. A
single-family residence is defined as a single housekeeping unit, operating on a
non-profit, non-commercial basis (except in regard to use for"Home
Occupations" that do not violate the Village Zoning Code and that do not require
regular visits from the public or unreasonable levels of mail, shipping, trash or
storage), with no more overnight occupants per bedroom than as allowed by the
Village Code.
7.1.2 A Lot's Limited Common Elements are reserved for the exclusive
use of the Lot Owner (including thereby other residents of the Lot and their
visitors), subject to easements and rights conferred on or reserved by the
Association, the other Lot Owners and Declarant.
7.1.3 During any period while any Assessment against a Lot remains past
due, or - after the affected Lot Owner has been afforded an opportunity to
address the Board on the subject - for any period not to exceed thirty (30) days
for any infraction of this Declaration or the Rules - the Board may (a) suspend the
right to use Common Areas (including in particular the Recreational Facilities),
other than those necessary to give access between such Unit and its Limited
Common Elements, and the public street; (b) impose reasonable fines; and
(c) take such other acts to collect the delinquent Assessments, including but not
limited to foreclosure of the Association's lien as described in Paragraph 13.4, as
the Board considers appropriate.
7.1.4 Changes to Homes or Common Areas are restricted as described in
Paragraph 9.
7.1.5 A Lot Owner shall have the right to keep within his or her Lot a total
of two (2) domestic cats, dogs or caged birds. In no case shall a Lot Owner keep
more than two (2) pets in total. No animal that has a vicious temper, or regularly
ATTACHMENT H
Lot Owners Declaration - Kingfield 13
makes threatening or attack motions or sounds will be permitted in the
Community. Furthermore, the following dog breeds are prohibited from being
kept in the Community: the American Staffordshire Terrier (also known as a "Pit
Bull Terrier"), the Rottweiler, the Doberman, the Mastiff, the Presa Canario, or
any crossbreeds of such breeds. By Rule, the Board may extend the list of
prohibited breeds. Pets may not be kept, bred, or maintained for any commercial
purpose. All pets must be kept on a leash at any time that the pet is out of doors;
further, no Lot Owner may install within his or her Lot an "invisible fence" or
similar pet control device that avoids compliance with such leash requirement.
7.1.6 Attics and other areas of unfinished space in the Home may be
used only for storage, utilities and the like.
7.1.7 Parking and vehicles on the Property are restricted as follows:
7.1.7.1 A Lot Owner may not keep more than two (2) motor
vehicles within the Community for each Lot owned.
7.1.7.2 All surface parking spaces within the Community, other
than those spaces located adjacent to the clubhouse (as shown on the
Subdivision Plat), shall be for the parking of guest vehicles only. Surface
parking spaces adjacent to the clubhouse shall be for the use of residents
of the Community and their guests, but only for such period of time that
the resident or guest is actively using the Recreational Facilities.
7.1.7.3 Parking spaces shall be used for no purpose other than
parking passenger motor vehicles and loading or off-loading.
7.1.7.4 Trucks having a capacity in excess of one (1) ton or
possessing more than four (4) wheels, campers, commercial vehicles,
trailers, and boats may not be parked in the Community except for
temporary loading and unloading.
7.1.7.5 No vehicles may be washed, disassembled, repaired,
rebuilt, painted or constructed within the Community.
7.1.7.6 The use of snowmobiles and other off-road vehicles, and
the presence of unlicensed or immobile vehicles, are prohibited within the
Community.
7.1.8 No nuisances shall be allowed in the Community, nor shall any use
or practice be allowed which is a source of annoyance to the Lot Owners,
residents or occupants, or which interferes with the peaceful possession or
proper use of the Community by the Lot Owners, residents or occupants. Each
Lot Owner is specifically prohibited from maintaining in or about his or her Lot
any unclean, unsightly or hazardous condition.
ATTACHMENT H
Lot Owners Declaration - Kingfield 14
7.2 Restrictions on Alienation.
7.2.1 A Lot may not be conveyed pursuant to a "time sharing"
arrangement, as that term is commonly understood, regardless of how it is
described.
7.2.2 A Lot may not be conveyed if payment of Assessments imposed on
such Lot is delinquent.
7.2.3 No Lot may be leased for a period less than one year, without the
Board's prior, written approval. Moreover, without the Board's prior, written
approval, (a) the lease may not be amended or extended; and (b) the tenant may
not assign the lease, nor sublet the Lot or any part thereof. The Board may
terminate the lease and bring summary proceedings to evict the tenant in the
name of the Lot Owner/ landlord in the event of default by the tenant in the
performance of the lease obligations or failure to conform to the Documents.
7.3 Use of Recreational Facilities. AFFH Lot Owners shall have no right to
use the Recreational Facilities, unless they elect to become entitled to such use (that is,
to become "Recreation Members"). If an AFFH Lot Owner elects Recreation
Membership, the Lot's Allocated Interest shall be changed from 0.400% to 0.600%,
resulting in a 50% increase in Assessments. This increase shall remain effective for
twelve full months following the date of election. At the end of the twelve-month period,
if the election is not renewed, the Allocated Interest shall return to the lower figure. The
Board may impose limits on the dates within which an election of Recreation
Membership may be made.
8. EASEMENTS.
8.1 Easements Established. Certain easements are created over, under,
across and through the Property as described in this Paragraph 8 Such easements are
in addition to easements now existing or hereafter created pursuant to (a) existing utility
easements; (b) the REA; and (c) the Declarant Rights described in Paragraph 5.
8.2 Encroachments Across Lot Boundaries. If the centerline of the common
wall (party wall) separating two adjacent Homes does not coincide precisely with the
boundary between the two adjoining Lots, or if any element of a Home as constructed in
accordance with the Approvals (for example, siding and roofing materials that are not
part of the party wall) encroaches onto the adjacent Lot, there shall be a perpetual
easement for any resulting encroachment.
8.3 Association's Access. The Association, its Managing Agent and any other
person authorized by the Board or the Managing Agent shall have a right of access to
each Home and Lot, for the purposes of (a) making inspections to verify compliance
with the Documents; (b) correcting any condition originating in such Home or Lot and
threatening another Home or Lot, and/or the Common Areas; (c) abating violations of
the Documents, including without limitation removal from the Property of alterations,
ATTACHMENT H
Lot Owners Declaration - Kingfield 15
decorations or other objects that are located therein improperly; (d) maintaining,
repairing, restoring and replacing the Property; and (e) generally fulfilling the obligations
of the Association under the Documents. Such access is conditioned upon request for
entry being made in advance and any such entry being made at a time reasonably
convenient to the Lot Owner, except that, in case of emergency, such entry may be
made on such lesser notice (or no notice) as is reasonable under the circumstances,
and whether or not the Lot Owner is present. A Lot Owner who requires access to an
adjacent Home or Lot, for purposes of making repairs or alterations that are permitted
under the Declaration and that are not within the Association's responsibility, may have
access for such purpose to such adjacent Home or Lot, but only with the permission of
(and subject to oversight by) the Board.
9. ADDITIONS, ALTERATIONS AND IMPROVEMENTS.
9.1 Interior Alterations. A Lot Owner may paint and decorate the interior of his
or her Home as the Lot Owner sees fit. The Lot Owner may also make other
improvements and alterations to the interior of the Home, provided that, without the
Board's consent, such alterations must not impair the structural integrity, fire rating or
mechanical systems of the Home or any adjacent Home. Alterations affecting
sheetrock and wallboard are restricted because they can affect the fire rating of the
Home.
9.2 Exterior Changes. A Lot Owner may not change the exterior appearance of
any element of his or her Home, nor of any patio, driveway, landscaped area or other
exterior feature or improvement that is manifestly reserved for the Lot Owner's use.
This means that exterior painting or refinishing is prohibited; in any event, maintenance
of exterior finishes would be the Association's responsibility as described in
Paragraph 4.2.
9.3 Penetrations Between Homes. Creation of a doorway or other penetration
between adjacent Homes is prohibited.
9.4 Board Consent. The Board may grant, withhold or condition its approval for
any alteration that requires its consent, as the Board sees fit, but it is required to act
reasonably, except that its judgment is completely unfettered in regard to changes that
affects the exterior appearance of the Home. The Board may require a Lot Owner who
proposes an alteration, (a) to submit plans by a qualified professional, and/or material
samples or colors, where these are appropriate; (b) to provide evidence of adequate
liability insurance covering his or her workmen; (c) to provide assurances of prompt
payment for the work; and (d) to pay a reasonable fee for the Board's review, including,
where appropriate, review by the Board's own professionals. The Lot Owner who
proposes an alteration, after receiving any necessary consent from the Board and/or
Sponsor, is responsible for his or her own permitting.
9.5 Development Potential and Development Restrictions.
9.5.1 Both the Approvals and the Village Code impose:
ATTACHMENT H
Lot Owners Declaration - Kingfield 16
9.5.1.1 Strict limitations on any enlargement of the finished or
unfinished square footage of any Home or other building, or any
enlargement of patios, walkways or any other impervious surfaces within
the Community. Any such enlargement would be considered to constitute
a "utilization of unused development potential".
9.5.1.2 Strict requirements regarding setbacks of Homes and other
improvements from internal roadways or other buildings, and similar
restrictions ("development restrictions").
9.5.2 Until the Withdrawal Date, Declarant reserves the following rights:
9.5.2.1 The exclusive right to utilize any unused development
potential for its own purposes, consistent with the Approvals and other
governmental requirements.
9.5.2.2 The right to veto (prohibit) any alteration proposed by the
Association or by any Lot Owner that would involve utilization of unused
development potential.
9.5.2.3 The right to veto (prohibit) any request to the Village for
modification of the development restrictions or Approvals.
10. AMENDMENTS TO DECLARATION AND BY-LAWS.
10.1 General. Except in cases of amendments that may be executed by
Declarant in exercise of its Declarant Rights or by the Association under
Paragraph 10.6, and subject to Declarant's veto powers and rights of Eligible
Mortgagees, (a) this Declaration may be amended only by the vote or agreement of
sixty-seven (67%) percent of all Lot Owners; and (b) the Bylaws may be amended only
by majority vote of the Members, except in cases where the Not-for-Profit Law requires
vote of a higher percentage of the Members.
10.2 Limitation of Challenges. No action to challenge the validity of an
amendment to this Declaration adopted by the Association may be brought more than
one (1) year after the amendment is recorded.
10.3 Recordation of Amendments. Every amendment to this Declaration shall
be recorded on the land records, and is effective only on recording.
10.4 When Unanimous Consent Required. Except to the extent expressly
permitted or required by this Declaration, no amendment may create or increase
Declarant Rights, increase the number of Lots, change the Allocated Interests of any
Lot, or the uses to which any Lot is restricted, without unanimous consent of the Lot
Owners.
ATTACHMENT H
Lot Owners Declaration - Kingfield 17
10.5 Allocated Interests. The assignment of Allocated Interests in
Paragraph 6.2 may be amended only with consent of Lot Owners who own 67% of the
Lots in each of the four types of Lots described therein.
10.6 Execution of Amendments. Amendments to this Documents (other than
amendments in the exercise of Declarant Rights) shall be prepared, executed, recorded
and certified on behalf of the Association by any officer of the Association designated
for that purpose or, in the absence of designation, by the President of the Association.
10.7 Declarant Rights. Without limiting Declarant's veto powers under
Paragraph 5.4, no amendment to this Declaration affecting Declarant Right may be
made without the consent of Declarant.
11. TERMINATION.
Termination of the Community may be accomplished only by the unanimous vote of all
Lot Owners and their Eligible Mortgagees.
12. MORTGAGEE PROTECTION.
12.1 Introduction. This Paragraph 12 establishes certain standards and
covenants that are for the benefit of the holders, insurers and guarantors of certain
Security Interests. This Paragraph 12 is supplemental to, and not in substitution for,
any other provisions of the Documents, but in the case of conflict, this Paragraph 12
shall control.
12.2 Percentage of Eligible Mortgagees. Whenever in this Declaration the
approval or consent of a specified percentage of Eligible Mortgagees is required, it shall
mean the approval or consent of Eligible Mortgagees holding Security Interests in Lots
that constitute in the aggregate such specified percentage of the Lots in the Community.
If an Eligible Insurer has given to the Association notice of its status with respect to a
Lot, and no Eligible Mortgagee has done so, then the Eligible Insurer may exercise all
rights of an Eligible Mortgagee with respect to such Lot. However, if both an Eligible
Mortgagee and an Eligible Insurer have given to the Association notice of their status
with respect to the same Lot, then, except as they shall jointly declare in notice to the
Association, (a) both parties shall have the rights afforded by this Paragraph 12 with
respect notices of actions, access to meetings and records, and the like; (b) only the
Eligible Mortgagee's approval or consent shall be required with respect to actions
requiring such approval or consent; and (c) only one such party shall be considered in
determining the percentage of Eligible Mortgagees that have approved or consented to
the action in question.
12.3 Notice of Actions. The Association shall give prompt written notice to
each Eligible Mortgagee and each Eligible Insurer of the following:
12.3.1 Any condemnation loss or casualty loss which affects a material
portion of the Community or any Lot in which there is a first Security Interest
ATTACHMENT H
Lot Owners Declaration - Kingfield 18
held, insured, or guaranteed by such Eligible Mortgagee or Eligible Insurer, as
applicable.
12.3.2 Any delinquency in the payment of Assessments imposed on a Lot
with respect to which such parties assert status as Eligible Mortgagee or Eligible
Insurer, if such delinquency has remained uncured for a period of ninety (90)
days.
12.3.3 Any lapse, cancellation or material modification of any insurance
policy or fidelity bond maintained by the Association.
12.3.4 Any proposed action that would require the consent of a specified
percentage of Eligible Mortgagees as specified in Section 17.04.
12.3.5 Any judgment rendered against the Association.
12.4 Consent Required. Without limiting Declarant Rights, the following shall
require mortgagee consents:
12.4.1 Document Changes. Notwithstanding any lower requirement
permitted by this Declaration or by law, no amendment of any material provision
of the Documents by the Association or Lot Owners described in this
Paragraph 12.4.1 may be effective without the vote of at least sixty-seven (67%)
percent of the Lot Owners, and until approved in writing by at least fifty one
(51%) percent of the Eligible Mortgagees. For such purpose, "material provisions
of the Documents" include any provision affecting:
12.4.1.1 Assessments, Assessment liens or subordination of
Assessment liens.
12.4.1.2 Voting rights.
12.4.1.3 Reserves for maintenance, repair and replacement of
Common Areas.
12.4.1.4 Responsibility for maintenance and repairs.
12.4.1.5 Rights to use Common Areas and Limited Common
Elements.
12.4.1.6 Insurance or fidelity bonds.
12.4.1.7 Leasing of Lots.
12.4.1.8 Imposition of restrictions on a Lot Owner's right to sell or
transfer his or her Lot.
ATTACHMENT H
Lot Owners Declaration - Kingfield 19
12.4.1.9 Restoration or repair of the Community after hazard
damage or partial condemnation in a manner other than that specified in
the Documents.
12.4.1.10 Termination of the Community after occurrence of
substantial destruction or condemnation.
12.4.1.11 Any provision that expressly benefits mortgage holders,
insurers, or guarantors.
12.4.2 Actions. The Association may not take any of the following actions
without the approval of at least fifty-one (51%) percent (or such higher
percentage as is set forth herein) of the Eligible Mortgagees:
12.4.2.1 The conveyance or encumbrance of the Common Area
Lot or any portion thereof, as to which eighty (80%) percent Eligible
Mortgagee approval is required. The granting of easements for public
utilities or for other public purposes consistent with the intended use of the
Common Areas for the benefit of the Community shall not be deemed a
conveyance or encumbrance within the meaning of this clause.
12.4.2.2 The establishment of self-management when professional
management had been required previously by any Eligible Mortgagee.
12.4.2.3 The restoration or repair of the Property after hazard
damage or a partial condemnation in a manner other than that specified in
the Documents.
12.4.2.4 The termination of the Community, as to which sixty-
seven (67%) percent Eligible Mortgagee approval is required.
12.4.2.5 The merger of this Community with any other community.
12.4.2.6 The granting of any easements, leases, licenses and
concessions through or over the Common Area Lot, excluding, however,
any utility easements serving or to serve the Community and excluding
any leases, licenses or concessions for no more than one year.
12.4.2.7 The assignment of the future income of the Association,
including its right to receive Assessments.
12.4.2.8 Any decision not to repair or replace the Property upon
the occurrence of damage by fire or other casualty.
12.5 Inspection of Books. The Association shall permit any Eligible Mortgagee
or Eligible Insurer to inspect the books and records of the Association during normal
business hours.
ATTACHMENT H
Lot Owners Declaration - Kingfield 20
12.6 Financial Statements. The Association shall provide any Eligible
Mortgagee or Eligible Insurer that submits a written request with a copy of an annual
financial statement within ninety (90) days following the end of each fiscal year of the
Association. Such financial statement shall be audited by an independent certified
public accountant, (a) if Declarant is required to obtain such audit pursuant to the
Offering Plan; or (b) otherwise, if any Eligible Mortgagee or Eligible Insurer requests it,
in which case the Eligible Mortgagee or Eligible Insurer shall bear the cost of such an
audit.
12.7 Enforcement. The provisions of this Paragraph 12 are for the benefit of
Eligible Mortgagees and Eligible Insurers and their successors, and may be enforced by
any of them by any available means at law or in equity.
12.8 Attendance at Meetings. Any representative of an Eligible Mortgagee or
Eligible Insurer may attend any meeting that a Lot Owner may attend.
13. ASSESSMENTS AND COLLECTION OF ASSOCIATION EXPENSES.
13.1 Definition of Association Expenses. Association Expenses shall include
all costs, expenses and liabilities arising from the Association responsibilities or actions
hereunder, including without limitation:
13.1.1 Expenses of administration, maintenance, repair and replacement
of the Common Areas, and of the Homes to the extent of the Association's
responsibilities.
13.1.2 Expenses declared to be Association Expenses by the
Documents.
13.1.3 Expenses agreed upon as Association Expenses by the
Association.
13.1.4 Such reserves as may be established by the Association in
anticipation of future or potential Association Expenses or liabilities.
13.1.5 Expenses for services or utilities that serve the Common Areas,
including all landscaping within the Community.
13.1.6 All expenses for third-party service and management contracts.
13.1.7 All costs and expenses for insurance maintained by the
Association, and for restoration of the Common Areas (or the Homes, to the
extent of the Association's responsibilities) that is not covered by insurance
proceeds.
13.1.8 All costs of maintaining the Association's corporate status, and
other administrative expenses.
ATTACHMENT H
Lot Owners Declaration - Kingfield 21
13.2 Budget. The Board shall adopt a budget covering projected Association
Expenses (excluding Individual Unit Expenses) for each fiscal year, and shall impose
Assessments sufficient to raise the funds needed to pay such Association Expenses.
The Board may revise the Association's budget from time to time to account of
unexpected changes in anticipated Association Expenses, and may impose Special
Assessments when needed.
13.3 Imposition and Payment of Assessments for Association Expenses.
13.3.1 Individual Unit Assessments shall be imposed on a Lot to recover
Individual Unit Expenses attributable to such Lot. Individual Unit Assessments
will be imposed to recover, as determined according to Rules and procedures
adopted by the Board, the amounts of (a) Association Expense incurred by
reason of the Lot Owner's violation of the Declaration, or by reason of abuse or
misuse of the Property by the Lot Owner (or any tenant, resident or guest of the
Lot Owner's Home); (b) late charges, interest and costs of collection arising from
late payment of Assessments imposed on such Lot; and (c) reasonable fines for
violation of the Documents by the Lot Owner, tenants of the affected Lot or
residents of or visitors to the Lot.
13.3.2 Except as provided in Paragraph 13.3.1, and subject to the further
provisions of this Paragraph 13, Assessments shall be imposed on all of the Lots
to recover Association Expenses, in proportion to the Lots' respective Allocated
Interests.
13.3.3 Notwithstanding Paragraph 13.3.2, Declarant may elect either to
pay Assessments on account of its Unsold Units at the same rate and on the
same basis as other Lot Owners, or it may elect to pay a "Deficiency
Assessment". As long as Declarant elects to pay a Deficiency Assessment, the
Lot Owners other than Declarant shall pay Assessments at the rate projected in
the "full occupancy" budget then set forth in the Offering Plan, as such projection
may be updated from time to time. Declarant's Deficiency Assessment shall
equal the difference between the actual Association Expenses (excluding
Individual Unit Expenses), and the Assessments (other than Individual Unit
Assessments) imposed on Lots owned by the other Lot Owners. Once Declarant
terminates such election, it must pay Assessments on the same basis as the
other Lot Owners, and may not again elect to pay only a Deficiency Assessment.
13.3.4 After Declarant ceases to control the Board (that is, it ceases to
have the right to elect two or more Directors as provided in the Bylaws), and as
long as Declarant elects to pay a Deficiency Assessment, the Board must adopt
a budget that allows a fair determination of the Deficiency Assessment, as
provided in the Offering Plan.
13.4 Lien. The Association shall have a lien on each Lot to secure payment of
Assessments imposed on such Lot, as follows:
ATTACHMENT H
Lot Owners Declaration - Kingfield 22
13.4.1 Such lien may be foreclosed in the same manner as a mechanic's
lien, except that no notice need be filed or recorded to perfect the lien, and there
is no requirement that the Association begin foreclosure within any specified
period in order to preserve its lien.
13.4.2 The Association may also sue to recover unpaid Assessments,
without foreclosing or waiving its lien. A Lot Owner shall be personally liable for
Assessments imposed during his or her period of ownership, which obligation
shall terminate when he or she sells or conveys the Lot, provided that any unpaid
Assessments accrued through the time of conveyance are paid at the time of
conveyance.
13.4.3 The Association's lien shall be subordinate to the lien of a first
mortgage of record held by an Eligible Mortgagee.
13.5 Certificate of Payment of Assessments. Upon written request, the
Association shall furnish to a Lot Owner a statement in recordable form setting forth the
amount of unpaid Assessments against the Lot. The statement shall be furnished within
ten (10) business days after receipt of a request, and shall be binding on the
Association, the Board, and on every Lot Owner.
13.6 Monthly Payment of Assessments. All Assessments (other than
Individual Unit Assessments, and Special Assessments as described in
Paragraph 13.3.2), shall be payable in equal monthly installments due on the first day of
each month.
13.7 Acceleration of Assessments. In the event of a default for a period of ten
(10) days by any Lot Owner in the payment of any Assessment imposed on his or her
Lot, the Board shall have the right, after Notice and Hearing, to declare all unpaid
Assessments imposed on that Lot for the then current fiscal year to be immediately due
and payable.
13.8 Commencement of Assessments. Assessments shall begin upon
Declarant's conveyance of the first Lot (other than to Declarant's nominee, or a party
that is treated as a declarant under the Offering Plan), unless Declarant elects to defer
commencement of the Association's financial operations, during which period of
deferment Declarant shall pay all Association Expenses other than contributions to the
Association's reserve fund.
13.9 No Waiver of Liability for Assessments. No Lot Owner may exempt
himself or herself from liability for payment of the Assessments imposed on his or her
Lot, by waiver of the use of enjoyment of the Common Areas, or by abandonment of the
Lot.
ATTACHMENT H
Lot Owners Declaration - Kingfield 23
14. RIGHT TO ASSIGN FUTURE INCOME.
The Association may assign its future income, including its right to receive
Assessments, only with approval by the affirmative vote of Eighty (80%) percent of all
Lot Owners, taken at a meeting called for that purpose.
15. INSURANCE.
15.1 Coverage. To the extent reasonably available, the Board shall obtain and
maintain insurance coverage as set forth in this Paragraph 15. If such insurance is not
reasonably available, or if the Board determines that any insurance described herein will
not be maintained, the Board shall cause notice of that fact to be hand-delivered or sent
prepaid by United States mail to all Lot Owners and Eligible Mortgagees at their
respective last known addresses.
15.2 Liability Insurance. The Association must carry liability insurance,
including medical payments insurance, in an amount determined by the Board, but in no
event less than $1,000,000, covering all occurrences commonly insured against for
death, bodily injury and property damage arising out if or in connection with the use,
repair, ownership, maintenance, or replacement of the Lots and the Common Areas.
Notwithstanding the preceding sentence, the Association's liability insurance need not
cover a Lot Owner's own liability with respect to occurrences within his or her own
Home, or arising out of his or her own acts or omissions.
15.3 Property Insurance. The Association shall obtain property insurance, as
follows:
15.3.1 Subject to the limitation on coverage of Unsold Units in
Paragraph 4.4, such insurance shall cover all buildings on the Property, including
the Lots, and shall cover all fixtures, equipment and any improvements and
betterments, but excluding land, excavations, portions of foundation below the
undersurfaces of the lowest basement floors, underground pilings, piers, pipes,
flues and drains and other items normally excluded from property policies.
15.3.2 Such insurance shall cover all personal property owned by the
Association.
15.3.3 Such insurance shall written for an amount equal to one hundred
percent (100%) of replacement cost.
15.3.4 Such insurance shall afford protection against "all risks" of direct
physical loss as are commonly insured against.
15.4 Liability and Property Insurance Policies. Policies for the Association's
liability and property coverage shall conform to the following requirements:
ATTACHMENT H
Lot Owners Declaration - Kingfield 24
15.4.1 Policies, other than worker's compensation if any is carried by the
Association, must identify the Lot Owners as additional insureds as their
respective interests may appear, but need not identify each Lot Owner by name.
15.4.2 There may be no cancellation without notice to the Board.
15.4.3 The insurer must waive subrogation against the Association, the
Lot Owners and all persons lawfully resident at or otherwise lawfully occupying
the Property.
15.4.4 The insurer must waive invalidity because of acts of the insureds
or Lot Owners.
15.4.5 The insurer must waive pro-rats reduction because of any
additional insurance maintained by any Lot Owner.
15.4.6 The insurer must issue certificates from time to time, evidencing
that the required insurance is in force, to the Association and on written request
to any Lot Owner and the holder of any Security Interest in a Lot.
15.4.7 Each policy must be written on a customary form by an insurer
licensed to do business in New York, with a rating of A-/VII or better according to
the then-current ratings reference by A.M. Best, or comparably rated by such
authority as may be the recognized authority from time to time.
15.5 Lot Owner Policies. An insurance policy issued to the Association does
not prevent a Lot Owner from obtaining insurance for his or her own benefit.
15.6 Fidelity Bonds. The Association shall obtain and maintain or cause to be
maintained a blanket fidelity bond for anyone who either handles or is responsible for
funds held or administered by the Association, whether or not they receive
compensation for their services. The bond shall name the Association as obligee and
shall cover the maximum funds that will be in the custody of the Association or the
Managing Agent at any time while the bond is in force, and in no event less than the
sum of three months' Association Expense Assessments plus reserve funds. The bond
shall include a provision that calls for thirty (30) days' written notice to the Association
and to each holder of a Security Interest in a Lot before the bond can be canceled or
substantially modified for any reason; except that if cancellation is for non-payment of
premiums, only ten (10) days' notice shall be required.
15.7 Worker's Compensation Insurance. The Association shall obtain and
maintain Worker's Compensation Insurance to meet the requirements of the laws of the
State of New York, if applicable.
15.8 Directors' and Officers' Liability Insurance. The Association shall obtain
and maintain directors' and officers' liability insurance, if available, covering all of the
ATTACHMENT H
Lot Owners Declaration - Kingfield 25
directors and officers of the Association, to such limits as the Board may from time to
time determine.
15.9 Flood Insurance. The Association shall obtain and maintain flood
insurance, if available, under the National Flood Insurance Program for buildings, if any,
that are within the eligible flood zones as designated on the Federal Emergency
Management Agency's Flood Insurance Rate Maps.
15.10 Other Insurance. The Association may carry other insurance which the
Board considers appropriate to protect the Association or Lot Owners.
15.11 Premiums. Insurance premiums paid by the Association shall be an
Association Expense.
15.12 Insurance Trustee. The Association may enter into an agreement with
an insurance trustee who has the exclusive authority to negotiate losses, and to hold
insurance proceeds and otherwise act in accordance with Paragraph 16.5.
16. DAMAGE TO OR DESTRUCTION OF PROPERTY.
16.1 Duty to Repair or Restore. Subject to the limitation on coverage of
Unsold Units in Paragraph 4.4, the Association shall restore any Home or other
improvement on the Property, excluding utility installations and other facilities for which
other parties are responsible, that suffers damage by fire or other cause.
16.2 Scope of Restoration. Neither the Association's property insurance as
described in Paragraph 15.3, nor its obligation to restore, shall cover (a) decorations;
(b) wall or ceiling coverings, other than ordinary paint, tile and/or ceiling treatments
comparable to the original; (c) rugs and similar floor coverings, although wall-to-wall
carpet, wood and tile comparable to the originals will be covered; (d) blinds or other
window treatments; (e) furnishings; (f) other moveable or personal property; or (g) home
security systems.
16.3 Restoration Other than to Original Condition. If any portion of the
Property is to be restored in a manner materially different from how it existed before
damage, such change must be approved in the manner that an alteration would require
approval pursuant to Paragraph 9, and if applicable by Eligible Mortgagees.
16.4 Cost. To the extent that the Association's insurance proceeds do not cover
the full cost of such restoration, any shortfall shall be an Association Expense.
16.5 Insurance Proceeds. The insurance trustee, or if there is no insurance
trustee, the Association, shall hold any insurance proceeds in trust for the Association,
Lot Owners, and lien holders as their interests may appear. Proceeds shall be
disbursed first for the repair or restoration of the damaged Property, and neither the Lot
Owners nor the lien holders are entitled to receive payment of any portion of the
ATTACHMENT H
Lot Owners Declaration - Kingfield 26
proceeds unless there is a surplus of proceeds after the Property has been completely
repaired or restored.
16.6 Certificates by the Board. A trustee, if any, may rely on the following
certificates made in writing by the Board:
16.6.1 Whether or not damaged or destroyed the property is to be
repaired or restored.
16.6.2 The amount to be paid for repairs or restoration and the names
and addresses of the parties to whom such amounts are to be paid.
16.7 Certificates by Attorneys. If payments are to be made to Lot Owners or
lien holders, the Board shall obtain and may rely on an attorney's certificate of title or a
title insurance policy based on a search of the Land Records from the date of the
recording of this Declaration stating the names of the Lot Owners and the lien holders.
17. RIGHTS TO NOTICE AND COMMENT; NOTICE AND HEARING.
17.1 Right to Notice and Comment. Before the Members amend the Bylaws
or the Board amends the Rules, or whenever the Documents require that an action be
taken after "Notice and Comment", and at any other time the Board determines, the Lot
Owners have the right to receive notice of the proposed action and the right to comment
orally or in writing. Notice of the proposed action shall be given to each Lot Owner in
writing and shall be delivered personally or by mail to all Lot Owners at such address as
appears in the records of the Association, or published in a newsletter or similar
publication that is routinely circulated to all Lot Owners. Except as otherwise
specifically provided in this Declaration, the notice shall be given not less than five (5)
days before the proposed action is to be taken. The right to Notice and Comment does
not entitle a Lot Owner to be heard at a formally constituted meeting.
17.2 Right to Notice and Hearing. Whenever the Documents require that an
action be taken after "Notice of Hearing", the following procedure shall be observed:
The party proposing to take the action (e.g. the Board, a committee, an officer, the
Managing Agent, etc.) shall give written notice of the proposed action to all Lot Owners
or occupants of Lots whose interest would be significantly affected by the proposed
action. The Notice shall include a general statement of the proposed action and the
date, time and place of the hearing. At the hearing, the affected person shall have the
right, personally or through a representative, to give testimony orally, in writing, or both
(as specified in the notice), subject to reasonable rules of procedure established by the
party conducting the meeting to assure a prompt and orderly resolution of the issues.
Such evidence shall be considered in making the decision but shall not bind the
decision makers. The affected person shall be notified of the decision in the same
manner in which notice of the meeting was given.
17.3 Appeals. Any Person having a right to Notice and Hearing shall have the
right to appeal to the Board from a decision of persons other than the Board by filing a
ATTACHMENT H
Lot Owners Declaration - Kingfield 27
written notice of appeal with the Board within ten (10) days after being notified of the
decision. The Board shall conduct a hearing within thirty (30) days, giving the same
notice and observing the same procedures as are required for the original meeting.
18. CONDEMNATION.
The Association, or a trustee appointed by the Association, shall represent the Lot
Owners in the condemnation proceedings or in negotiations, settlements and
agreement with the condemning authority for acquisition of the Common Areas, or part
thereof, by the condemning authority, and the Lot Owners appoint the Association as
attorney-in-fact for such purpose. The award or proceeds from any settlement due to a
taking or acquisition of part or all of the Common Areas shall be payable to the
Association or the trustee appointed by the Association.
19. MISCELLANEOUS.
19.1 Captions. The captions contained in the Documents are inserted only as a
matter of convenience and for reference, and in no way define, limit or describe the
scope of the Documents or the intent of any provision thereof.
19.2 Gender. The use of the masculine gender refers to the masculine,
feminine and neuter genders and the use of the singular includes the plural, and vice
versa, whenever the context of the Documents so requires.
19.3 Waiver. No provision contained in the Documents is abrogated or waived
by reason of any failure to enforce the same, irrespective of the number of violations or
breaches which may occur.
19.4 Invalidity. The invalidity of any provision of the Documents does not
impair or affect in any manner the validity, enforceability or effect of the remainder and
in the event of the invalidity of a provision of the Documents, all of the other provisions
of the Documents shall continue in full force and effect.
19.5 Conflict. In the event of any conflict between the Documents and the
provisions of applicable law, the provisions of the applicable law shall control. In the
event of any conflict between this Declaration and any other Document, this Declaration
shall control.
19.6 Execution of Documents. Except in cases of amendments that may be
executed by Declarant pursuant to the terms of the Documents, the President or
Secretary of the Association is responsible for preparing, executing, filing and recording
amendments to the Documents.
19.7 Governing Law; Jurisdiction. The Documents shall be governed by laws
of the State of New York, without reference to its "choice of law" principles. Any action
or proceeding brought or arising under the Documents or the matters addressed therein
shall be brought in the New York Supreme Court in Westchester County or in the United
ATTACHMENT H
Lot Owners Declaration - Kingfield 28
States District Court for the Southern District of New York, and all parties subject to this
Declaration shall be considered to have consented to the jurisdiction of such Courts.
[signature begins on the next page]
ATTACHMENT H
Lot Owners Declaration - Kingfield 29
IN WITNESS WHEREOF, Declarant has caused this Declaration to be executed this
day of , 2017.
Declarant:
SC Rye Brook Partners LLC,
by CV4 Rye Brook LLC, its managing
member
by:
STATE OF NEW YORK )
)ss.:
COUNTY OF )
On the day of , 20 , before me, the undersigned, personally appeared
personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument, and acknowledged to me
that he (she) executed the same in his (her) capacity (capacities) as
and that by his (her) signature on the instrument, such individual, or the person upon
behalf of which such individual acted, executed such instrument.
Notary Public
ATTACHMENT H
Lot Owners Declaration - Kingfield 30
EXHIBIT 1: Legal Description of the Property
All that certain piece or parcel of land, with the buildings and improvements thereon
situate, located partly in the Village of Rye Brook (Town of Rye), and partly in the
Village of Harrison (Town of Harrison), Westchester County, New York, depicted on a
map entitled, "Subdivision Map of 'Kingfield"', prepared by Link Land Surveyors P.C.,
dated April 28, 2016, last revised , 2017, and filed in the Westchester County Clerk's
Office, Division of Land Records, on , 2017, as Map No. ;
TOGETHER WITH and SUBJECT TO Reciprocal Easement Agreement, dated May 9,
2016, between Reckson Operating Partnership, L.P. and SC Rye Brook Partners LLC,
recorded on June 21, 2016, under Control No. 561263184.
ATTACHMENT H
Lot Owners Declaration - Kingfield 31
EXHIBIT 2: Allocated Interests
Lot Type
Allocated
Interest
1 B 1.0320%
2 B 1.0320%
3 B 1.0320%
4 B 1.0320%
5 C 0.9600%
6 A 0.8880%
7 C 0.9600%
8 C 0.9600%
9 A 0.8880%
10 C 0.9600%
11 C 0.9600%
12 A 0.8880%
13 C 0.9600%
14 AFFH 0.4000%
15 AFFH 0.4000%
16 AFFH 0.4000%
17 AFFH 0.4000%
18 AFFH 0.4000%
19 AFFH 0.4000%
20 AFFH 0.4000%
21 AFFH 0.4000%
22 AFFH 0.4000%
23 AFFH 0.4000%
24 C 0.9600%
25 A 0.8880%
ATTACHMENT H
Lot Owners Declaration - Kingfield 32
Lot Type
Allocated
Interest
26 C 0.9600%
27 B 1.0320%
28 C 0.9600%
29 A 0.8880%
30 C 0.9600%
31 C 0.9600%
32 A 0.8880%
33 C 0.9600%
34 C 0.9600%
35 A 0.8880%
36 C 0.9600%
37 B 1.0320%
38 C 0.9600%
39 A 0.8880%
40 C 0.9600%
41 C 0.9600%
42 A 0.8880%
43 C 0.9600%
44 C 0.9600%
45 A 0.8880%
46 C 0.9600%
47 C 0.9600%
48 A 0.8880%
49 C 0.9600%
50 B 1.0320%
51 B 1.0320%
52 C 0.9600%
53 A 0.8880%
ATTACHMENT H
Lot Owners Declaration - Kingfield 33
Lot Type
Allocated
Interest
54 C 0.9600%
55 C 0.9600%
56 A 0.8880%
57 C 0.9600%
58 B 1.0320%
59 C 0.9600%
60 A 0.8880%
61 C 0.9600%
62 B 1.0320%
63 C 0.9600%
64 A 0.8880%
65 C 0.9600%
66 B 1.0320%
67 C 0.9600%
68 A 0.8880%
69 C 0.9600%
70 C 0.9600%
71 A 0.8880%
72 C 0.9600%
73 C 0.9600%
74 A 0.8880%
75 C 0.9600%
76 C 0.9600%
77 A 0.8880%
78 C 0.9600%
79 B 1.0320%
80 C 0.9600%
81 A 0.8880%
ATTACHMENT H
Lot Owners Declaration - Kingfield 34
Lot Type
Allocated
Interest
82 C 0.9600%
83 B 1.0320%
84 B 1.0320%
85 B 1.0320%
86 B 1.0320%
87 B 1.0320%
88 B 1.0320%
89 B 1.0320%
90 B 1.0320%
91 C 0.9600%
92 A 0.8880%
93 C 0.9600%
94 C 0.9600%
95 A 0.8880%
96 C 0.9600%
97 B 1.0320%
98 B 1.0320%
99 C 0.9600%
100 A 0.8880%
101 C 0.9600%
102 C 0.9600%
103 A 0.8880%
104 C 0.9600%
105 B 1.0320%
106 B 1.0320%
107 B 1.0320%
108 C 0.9600%
109 A 0.8880%
ATTACHMENT H
Lot Owners Declaration - Kingfield 35
Lot Type
Allocated
Interest
110 C 0.9600%
Total 100.0000%
[end of EXHIBIT 2
ACTIVE/78176.1/AGLI CKSON/6373252v4
ATTACHMENT H
N. Y. S . DEPARTMENT OF STATE
DIVISION OF CORPORATIONS AND STATE RECORDS ALBAIY, NY 122 1-0001
FILING RECEIPT
ENTITY NAME: KINGFIELD LOT OWNERS ASSOCIATION, INC.
DOCUMENT TYPE: INCORPORATION (NOT-FOR-PROFIT) TYPE: N COUNTY: WEST
FILED: 0 2 201'7 DURATION: PERPETUAL CASH# : 1'70 2 0004 2 FILM # : 170 2 0004 1
FILER: EXIST DATE
ANDR.E A. GL I CKON 0 2 2 01
C PULLIAN & COLEY LLC
21 TREER BOULEVARD SUITE 100
TAI IFORD, CT 0 6 9 01
ADDRESS FOR PROCESS :
--------------------
THE CORPORATION
MEMORIAL AVENUE
PAW LING, NY 12564
REGISTERED AGENT:
SERVICE COMPANY: COLBY ATTORNEYS SERVICE COMPANY 08 SERVICE CODE: 0
FEES 110 . 00 PAYMENTS 110 . 00
FILING 7 . 00 CASH 0 . 00
TAX 0 . 00 CHECK 0 . 00
CERT 0 . 00 CHARGE 0 . 00
COPIES 10 . 00 DRAWDOWN 110 . 00
HANDLING 25 . 00 OPAL 0 . 00
4
REFUND 0 . 00
DO -102 O 2007
ATTACHMENT I
STATE OF NEW YO.RK
DEPARTMENT OF STA TE
I hereby certify that the annexed copy has been compared with the
original document in the custody of the Secretary of State and that the same
is a true copy of said oxiginal.
WITNESS my hand and official seal of the
•''�����'•• Department of State,, at the City of Albany,
OV NEW� J1.1� 0• on March 29, 2017.
� t C L6YOR
Brendan W. Fitzgerald
•.�T�EN,r 0� ��. Executive Deputy Secretary of State
ATTACHMENT
r.
17o328000
CERTIFICATE of INCORPORATION
Kingfield Lot Owners Association, Inc.
[Under Section 402 of the Not-for-Profit Corporation Law]
The undersigned, being of the age of 18 years or over, for the purpose of forming a
corporation pursuant to Section 402 of the Not-for-profit Corporation Law of New York,
does hereby certify:
FIRST: The name of the corporation is Kingfield Lot:Owners Association, Inc.
SECOND: The Corporation is a corporation as defined in subparagraph (a)(5) of Section
102 of the Not-for-Profit Corporation Law.
THIRD: The purpose or purposes for which the Corporation is formed are as follows:
A. To promote the health, safety and welfare of the residents of a residential
community proposed to be developed on land situated in the Village of Rye Brook, County
of Westchester and State of New York.
B. To own, build, operate and/or maintain facilities for the use or benefit of such
community, including without limitation roads, recreational and administrative facilities and
other real and personal property.
C. To enforce any and all covenants, restrictions and agreements, including
without limitation those relating to architectural control, applicable to such community, and
particularly those set forth in a declaration of covenants and restrictions(the "Declaration")
to be recorded in the land records of the aforesaid County.
D. To fix, levy, collect and enforce payment by any lawful means of all charges
or assessments fined pursuant to the Declaration.
E. To rake and perform any contracts, do any act and things, and exercise any
powers suitable, convenient, proper or incidental for the accomplishment of any objectives
enumerated herein and in the Declaration, but not for the pecuniary profit or financial gain
of its members, directors or officers except as permitted under Article a of the Not-for-
Profit Corporation Law,
FOURTH: The Corporation is not formed to engage In any activity or for any purpose
requiring consent, or approval of any state official, department, board, agency or other
body. No consent or approval is required.
FIFTH: The Corporation shall have the power to dispose of its real properties only as
authorized under the Declaration. The Corporation is not formed for pecuniary profit or
financial gain, and no part of the assets, income or profit of the corporation is distributable
to, or enures to the benefit of its members,directors or officers or any private person
except to the extent permissible under the Not-for-Profit Corporation Law.
170328000441
ATTACHMENT
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SIXTH. The office of the Corporation is to be located in the County of Westchester,
State o .New York.
SEVENTH, The names.and ddr s-of the inftial directors are:
Nerve Address
Robert Nf Dale 3 Memorial Avenue
Pawling, New York 1 25CA
William R. McGuinness 3 Memorial Avenue
+ Pawling, New York 12564
Joshua R. Rogan 3 Mr' l Avenue
Pawling, New York 12564
EIGHTH: The Secretary of.State of the State of New York is hereby designated as the agent Of
ft Corp rat n upon wham process against ft may be served. The post office address.to which
the Secretary of She shall twirl a copy of any pis against the Corpora i n served upon him
as agent of the Corporation is 3'Mer odal Avenue, PaWing, New York 12564,
NINTH: The Corporation is a non-charitable corporation under Secton 201 of the Not-
for-Profit Corporation Law,
IN WITNESS WHEREOF,', I have subscHbed this Certificate, and affi m the same as true
under penaffies of peoury, on March 2 , 20 #
f
Anrw A Glikon, Incorporator
C/o Pullman&Cornet', LLG
281 Tsr Boulevard, Suite 1000
Stamford, Connecticut 06901
ATTACHMENT
CERTIFICATE OF INCORPORATION
Kingfield Lot Owners Association,Inc.
[Under Section 402 0#the Not-for-Profit Corporation Law]
co
f s a 0.
N
Flud by:
Agrew A. Glickson
c/o Pullman&ComEey, l.l.0
281 Tresser Bnutevard,quite 1(}00
Stamford, Connecticut 08909
C/L
08 STATE OF NEWYORK r
DEPARTMENT OF STATE
FILED MAR 2 8 2017
DRAWDOWN TM S
Y.-
CD
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ce-
AcTrvEnai 78.vAcLicKsflws3s2a3l vz
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The Office of the weslchester Courdy Clerk.This page is part of the instrument;the County Clerk will j
rely on the information provided on this page for purposes of indexing this instrument. To 1he best of
i
submitier's knowledge,the information contained on this Recording and Endorsement Cover Page is j
consistenl with the iniormaiion contained in the atlached document_
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* 1 1 �3 *EAS i
Westchester County Recording Endorsement Page
ubmittr Information
Name: FIDELITY NATIONAL TITLE INSURANCE CCMPA ' Phone: 1 -41- 7
Address 1: 485 Lexington Avenue Fax: 1 -4 1- g 0
Address : 1 8th Floor Email: FNTRECCRDIN@a FNF.CM
City/State/Zip: New fork NY 10017 F eferenl:e for Submitter: 00946-W
Document Details
Control Dumber: 561263184 Document Type: Easement(EA
Package I D: 2016050500086001005 Document Page Count. 53 Total Page Count: 55
Parties UAdditional Parties on Continuation page
'It PARTY 2nd PARTY
1: REKN OPERATING PARTNERSHIP LP -Other 10 SC RYE BROOK PARTNERS LL -Other
: :
Property ® Additional Properties on Continuation page _
Street Address: 1 AND 0 INTERNATIONAL DRIVE Tax Designation: 1 4.81-1-1
City/Town: RYIETOWN Village: RYE BR i K
Cross-References ❑ Additlonal Cross-Refs on Continuation pages
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1: : 4:
Supporting Documents
1: T P-584
- Recording Fees MortgageTakes
Statutory Recording Fee: - Document Date:
Page ree: $270.00 Mortgage Amount:
Cross-Reference Fee: $0.00
Mortgage Affidavit Filing Fee: 0-00 Doi : � �.00 .
g
IMP-51 7 Filing Fee: 0.00 Westchester: $0.00
Additional: $0.00
TP-5 4 Filing Fee: $5.00
IMITA: $0.00
Total Recording Fees Paid: $ 16.00 Special: $0.00
Transfer TaresYonkers: $0.00
Consideration: $0.00 Total Mortgage Tax; $0.00
Transfer Tax: $0.00
Mansion Tax: $0.00 Dwelling Type: Exempt: ❑
Transfer Tax Number: 14416 Serial#:
RECORDED IN THE OFFICE OF THE 1 E T HE TER COUNTY CLERK Record and Return T
Recorded. OB1 1/ 01 at 04:04 PNJ Pick-up at County Clerk's office
Control Number: 5612631 E14
witness mar hand and official seal
FIDELITY NATIONAL TITLE INSURANCE COMPANY
485 Lexington Avenue
1th Floor
Timothy C.Idoni
Westchester Gounty Clerk New York, NY 10017
Attn: KAT LAM
ATTACHMENT J
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FeOffice of the Westchester ounty Clerk:This page is part of the instrument;the{county Clerk will
e information provided on this page for purposes of indexing this insirurneni. Te the best of
submitters knowledge,the information oon wined an this Recording and Endorserneni Cover page is
consistent with the information conUnad in the attached document.
* 1 2 1 4EAS3 *
Westchester County Recording & Endorsement Page
Document Details
Control Number: 561263184 Document Type: Easement EA
Package age ID: 2016050500086001005 Document Page Count: 53 Total Page Count: 55
Properties Addendum
1 AND 3 INTERNATIONAL NAL DRIVE 10573 RYE T WN RYE BROOK 124.8211
o KING ST 10573 RYE T WN RYE BROOK 129.2511
0 LINLN AVENUE 10573 HARRISON 129.256614
RT-1 20A KING STREET NON-WE TCHE TER 129.2511
ATTACHMENT J
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EASEMENT AGREEMENT
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County: Westchester
Torn re Harrison
Village : Rye rook/Harrison
Scot : 129.25
B lock : 1
Lot : I
Sect : 129.25
Block : 661
Lot
Scot : 124.81
lock : 1
Lot : .1
Sect : 124.82
Block ; 1
Lot : 1
RECORD AND RETURN
LAW OFFICES OF ERIC INZ,, P.C.
1835 Market Street, Suite 1215
Philadelphia, PA 19103
Attn: Eric Heinz, Esq.
ATTACHMENT J
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EASEMENT AGREEMENT
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THIS EASEMENT AGREEMENT (the "Agreement") is made as of this 9'h day of
May, 2016, by and between RE KBo T OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership with an address c/o SL Green Realty Corp,, 420 Lexington Avenue, New
York, New York 10170 "Reel on" and SC RYE BROOK PARTNERS LLG, a Delaware
1i ted liability company having an address at 3 Memorial Avenue, Paw i & New York 12564
("SC Rye Brook").
I T N ESSETH :
WHEREAS, Reckson is the record owner of certain real propel located in the village
of Rye Brook, Town of Rye, County of Westchester and State of New York consisting of
approximately 76 acres, which property is.more particularly described on Exhibit A annexed
hereto and made a part hereof(the "Entire Properly") and which Entire Property is shown o
that min site plan(the 'Site Plan") annexed hereto and made a part hereof as Exhibit ; and
WHEREAS, l eckson intends to sell-a 31.56acre porfion of the Entire Property (the
"Residential Property") to SC Rye Brook, which Residential Property is shown on Exhibit R
and which is more'afticularly described on Exhibit C annexed hereto and made a part hereof;
and
WHEREAS, Reckson intends to retain ownership of the balance of the Entire Property,
other than the Residential Property (hereinafter the "Commercial Property"), which
Comnmcrcial Property is shown on Exhibit B and which is more particularly described on
Exhibit D annexed.bereto and made a part hereof; and
WHEREAS, SC Rye Brook intends to construct a residential development on the
Residential Property, together with related improvements (the "Residential Development") as
shown on Exhibit B and
WHEREAS, SC Rye Brook intends to construct an extension of existing Intonational
Drive across-a portion of the Commercial Property to the boundary of the Residential Property
and to narrow International Drive (the "International Drive Improvements") as shown on
Exhibit E; and
WHEREAS, SC Rye Brook intends to co pl ete certain storm water management
facilities including a detention h and piping on the Residential-Property pursuant to plans to
be approved by SC Rye Brook and Reekson (the "Drainage P cir des") which Drainage
Facilities will serve the Commercial Property and the Residential Property and which will. be
maintained by Reckon; and.
WHEREAS, utility lines and equipment to serve the residential property must be
constructed over, across, or under portions of the CommerciaJ Property to the Residential
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Property from_existing lines located on the Commercial Property and from lines located in or
adjacent to King Street; and
wRE EAS, the Commercial Property currently i 'improved with six office buildings
together with parking areas, interior roadways, sidewalks and sxilar improvements (the
" orunercial Development");
VVHEREAS, Reckson desires to grant certain easements with respect to the Commercial
, Development for the benefit of the Residential Property* as more particularly described herein,
and
WHEREAS Reckson is the b ne tting party of certain existing easements that run on
and across the Residential Property ("Existing Residential Easements" and, subject to the
terms and conditions set forth below, reckson has agreed to allow SC Rye Brook to relocate the
Existing residential Easements in order to better accommodate the Residential Development.
Now, THEREFORE., in consideration of the foregoing and of the mutual agreements,
obligations and undertakings set forth in this Agreement, and intending to be legally bound,
lckson and SC Rye Brook agree as follows;
I. GRANT of EASEMENTS. Reekson hereby establishes and declares, for itself and its
successors, assigns, and successors in title to the Commercial Property, or any portion thereof,
that the Commercial Property shall be and is hereby declared to be subject to the easements,
covenants and restrictions set forth in this Agreement for the benefit of the Residential Property
and of the future homeowner's association(s) of the Residential Property, and all future owners
from time to time of any portion of the Residential Propert.y and their tenants, subtenants,
licensees, employees, servants, agents, suppliers, customers, and invitees. . The Commercial
Property shall hereafter be held, transferred, sold, conveyed, used, leased, enjoyed, occupied,
mortgaged or otherwise encumbered or disposed of subject to the easements, covenants and
restrictions set forth in this Agreement. SC Rye Brook hereby establishes and declares, for itself
and its wcessors assigns, and successors m title to the Residential Property, or any portion
thereof, that the residential Property shad be and is bereby declared to be subject to the
easements, covenants and restrictions set forth in this Agreement for the benefit of the
Commercial Property and all future owners from time to time of any portion of the Commercial
Property and their tenants, subtenants, licensees, employees, servants, agents, suppliers,
customers, and invitees. The Residential Property shall hereafter be held, transferred, sold.,
conveyed, used., leased., enjoyed, occupied, mortgaged or otherwise encumbered or disposed of
subject to the easements, covenants and restrictions set forth in this Agreement. The easements
granted in this Article 1 below for the benefit of the residential Property or SC lye Brook are
collectively referred to as the "Reekson Easements" and each as a "Reekson Easernenf'; the
property areas denoted on Exhibit B as areas in which Reekson Easements have been granted are
collectively referred to herein as "Reekson Easement Areas" and each as a "R ckson Easement
Area". The easements granted in this Article 1 below for the benefit of the Cormnercial Property
r I eckson are collectively referred to as the "ResidentialEasements" and each as
"Residential Easement"; the property areas denoted on Exhibit R as areas in which Residential
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n l esidex�tial
Easements have been granted are collectively referred to herei '# Easement
Areas" and each as.a"Residential Easement Area". �
A. Easements for Ingress and Egress.-, leekson, in its capacity as the owner of the
ommerc"al property, does hereby give, grant, bargain, sell, transfer and convey,
for the benefit of the residential property and subject to the terms and conditions
of this Agrement.
1. a non-exclusive permanent easement, right and license for vehicular and
pedestrian ingress, egress, access and circulation over and across
International Drive, as such International Drive may be extended pursuant
to the terms of this Agreement.
a. Limitation During Construction. Notwithstanding the general
nature of the easement set forth in Section I. .1.4 during
const u tion of the residential Development, SC Rye Brook
hereby agrees to the following limitations on its use of
International Drive:
i. No construction vehicles serving the residential
Development shall be permitted on International give
between m and am and
between : o pm and
pm,Monday through Friday.
ii. Construction vehicles serving the residential Development
shall not interfere with reckson's ability to maintain
International give and shall be scheduled to mummze
disruptions to the'flow of traffic.
In. Access to International Drive by tm for framers, cement
trucks, excavators and similarly oversized vehicles will be
permitted only upon prior written notice to and reasonable
approval of reckon.
i . SC Rye gook agrees to have a construction meeting at
least once per month with Reckson to discuss the progress
f construction and the construction schedule and will keep
reckson reasonably apprised of the progress of
construction and any conditions that cause delays in
construction.
2. a non-exclusive permanent easement and right of way over the area
designated on Exhibit B for emergency vehicular and pedestrian ingress
and egress (the "Emergency Access Easement") to the residential
Property. 'SC rye gook solely shall be responsible for construction and
maintaining, at its sole cost and.expense,the Emergency Access Easement.
1417775 10
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ATTACHMENT J
At least thirty days prior to commencing construction, SC Rye Brook
shall submit plans for construction of the Emergency Access Easement to
Reckson for its approval. if R ek on does not respond to SC Rye Brook
within twenty days of submission of the plans for its approval, SC
Rye Brook shall send a second submission of the plans to Reckon for
approval, and if Reckson does not respond within five business days to
the second submission, Reckon will be domed to have approved the
plans. SC Rye Brook shall not commence construction of the Emergency
Access Easement until such construction plans are submitted to and
approved by Reckon. SC Rye Brook shall provide a locked gate across
the Emergency Aems Easement at the boundary between the Residential
Property and Commercial Proper to prevent use of the Emergency
Access Easement for other than emergency vehicular and pedestrian
ingress and egress.
B, Covenants and Easements with respect to Signae.
1. Reckson and Sun Home agree that SC Rye Brook may install a permanent
narne sign on the Residential-Property at the entrance to the Residential
Development("Residential Sign"), subject to the fallowing:
a.. Only the name of the Residential -Project may be placed on the
Residential Sign.
b. SC Rye Brook shall, at its sole cost and expense,keep the Residential
Sign in good repair and condition, and in compliance with all
governmental requirements.
c. The location, size, configuration, and materials of the Residential Sign.
shall be consistent with signage for Rekson Executive Park and shall
e subject to Reckson's reasonable prior approval.
d. SC Rye Brook shall be responsible for obtaining and complying with
all governmental approvals and requirements for the design,
installation and maintenance of the Residential Sign.
. Reckson, in its capacity as the owner of the Commercial Property, sloes
hereby give, grant,bargain, sell, transfer and convey, for the benefit of the
Residential Property and subject to the terms and conditions of this
Agreement, a non-exclusive temporary easement, right and license for the
installation, placement, and maintenance on the Commercial property at
the comer of International Drive and Ding Street of professionally-
prepared signage advertising the availability of homes for sale at the
Residential Project ("Advertising Sign" in the approximate location
indicated on Exhibit B, subject also to the following:
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ATTACHMENT J
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a. Only the name of the Residential Project, web address, phone number
and "New Hornes for ale" or similar wording may be placed on the
Advertising Sign.
b, SC Rye Brook shall, at its sole cost and expense, keep the Advertising
Sign in good repair and condition, and in compliance with all
governmental requirements.
c. The location size, configuration, and mate i is of the Advertising Sign
shall be subject to RecksoWs prior approval not to be unreasonably
withheld. The Advertising Sign shall not be larger than five feet
high and six 6) feet wide. The Advertising Sign shall be placed on a
post in a manner that will not cause the top of the Advertising Sign to
be higher than seven 7 feet high. The Advertising Sign will be at
lit fifty feet away from International Drive and shall not block
the vier of any of Reekson's signe.
d. with the prior approval of Reckson, SC Rye Brook may place
landscaping in and around the Adveising Sign.
e. The Advertising Sign may be placed when actual construction of
homes has begun and shall be removed at the earlier to occur o i the
date the last of the new hones has been sold ,and ii thirty-six .
months frorn the date the Advertising Sign -was installed. Upon
removal of the Advertising Sign, SC Rye Brook shall remove any
landscaping place around the Advertising Sign and restore the area in
which the Advertising Sign was placed to the condition that existed
prior to the Advertising Sign being placed on the Commercial
Property.
f. SC Rye Brook shall be responsible for obtaining and complying with
all governmental approvals and requirements for the design,
installation and maintenance of the Advertising Sign.
C. Easements for Encroachments.
1. Reckson hereby declares and gets a non-exclusive permanent easement
for the benefit of the Residential Propel for the placement, repair,
maintenance and replacement of minor encroachments of improvements
built on the Residential Property (such as curbing, sidewalks, and
landscaping)that encrocb on the Commercial Property.
. SC Rye Brook hereby declares and grants a non-exclusive permanent
easement for the benefit of the Commercial Property for the placement,
repair, maintenance and replacement of minor encroachments o
improverents guilt on the Commercial Property (such as curbing,
sidewalk ,'.and landscaping)that encroach on the Residential property.
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I D. Easements for Construction and Maintenance of Bordering Improvements.
1. Rekson hereby declares and grants a non-exclusive pennanent casement,
right, and privilege for the benefit of the Residential Property upon, over,
and across, a ten 10 feet wide area along the boundary of the Commercial
Property and the Residential property, for SC Rye Brook's use solely .
constructing, renovating, repaffing and rebuilding the improvements
(including landscaping) on the Residential Propy which border the
Commercial Property as shown as such on Exhibit ; provided,however,
such easement area shall be reduced in width so that it is always located
outside any building or improvement areas,
. SC Rye Brook hereby -declares and grants a non-exclusive permanent
easement, right, and privilege.for the benefit of the Commercial Property
upon, over, and across, a ten 10 feet wide area along the boundary of the
Residential Property and the Commercial Property, for Reckson.'s use
solely in constructing, renovating, repairing and rebuilding the
improvements (including landscaping) on the Commercial Property which
border the Residential Property as shown as such on ibit ;provided,
however, such easement area shall be reduced in width so that it is always
located outside any building or improvement areas'and outside of the area
f the Visual Screening described below.
Easements for Maintenance of Drainage Facilities.
1. SC Rye Brook shall be responsible, at its sole cast and expense to
complete the Drainage Facilities; thereafter Reckson shall be responsible
for the maintenance,repair and replacement of the.Drainage Facilities and
the costs incurred by Reckson in doing so shall be included in the
Maintenance Expenses described below.
. SC Rye Brook hereby declares and grants a non-exclusive permanent
easement, right, and privilege for the benefit of Reckson, together with its
agents and employees, over the Residential Property, for Reeksotfs 'use
solely in accessing (via vehicular and pedestrian access) the Drainage
Facilities and maintaining and repairing the Drainage Facilities.
, Easements for Utilities.
1. Reckson hereby declares and grants a non--exclusive permanent easement,
right, and privilege for the benefit of the Residential Property upon, across,
through and'under the Commercial Property in the locations shown [or to
be shown] on Exhibit B for the purpose of installing, using, maintaining,
repairing and replacing, to the extent reasonably necessary, any water, gas,
electric, telephone, sanitary, storrn, sewer and other utility lines (the term
ATTACHMENT J
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"lines" as used in this Section I.F. meaning lines, pipes, conduits, wires
and/or cables and related equipment as the context may require) now or
hereafter necessary to serve the Residential Property. Notwithstanding
anything to the contrary set forth in this Agreement, -if required by the
company providing the utility service, l eckson shall gram such utility
easements directly to the utility company using the typical form of
easement agreement required by such utility provider. SC Rye Brook shall
have the right to tie in to the utility lines servicing the Commercial
Development provided that such tying in does not dirninish the capacity of
the utilities serving the Commercial Development in any manner or
compromise the integrity of the infrastructure providing such utilities. In
the event that any utility provider requires upgrades-to the infrastructure
servicing the Commercial Development or otherwise requires that fees be
paid as a result of SC Rye Brook tying in to leckson's utilities, SC Rye
Brook shall he solely responsible for the cast of any such upgrades and/or
such fees. Prior to tying into any utility connections servicing the
Commercial Development SC Rye Brook shall submit its utility plan to
Reckon, and Reckson shall have twenty business days to approve or
reject the plan. Reckon shall have the right.to reject SC Rye Brooke
utility plan if it would inn*m'sh the capacity or compromise the integrity of
the utilities scr icing the Connnereial Development. SC Rye Brook shall
not be entitled to tie in to existing utilities if suet tie in would cause
disruption in utility service to the Commercial Development.
G. Easements for Construction of International Drive Improvements,
1. R ck on, in its capacity as the owner of the Co=ercial Property, does
hereby give, grant,bargain, se , transfer and convey, for the bmefxt of SC
Rye Brook and subject to the terms and conditions of this Agreement, a
non-exclusive temporary easement, right and license for the construction
of Intemafional Drive Improvements. SC Rye Brook hereby agrees t
construct the extension of International Drive with a minimum birder
curse prior to commencing construction on the Residential Prop
H# Easements for Relocation of Existing Hesidentlal'Ea ments.
1. Rkso hereby agrees that SC Rye Brook may re-locate the Existing
Residential Easements and the utility lilies in the Existing Residential
Easements shown on Exhibit B to areas on the Residential Property (the
"Relocation Areas") and any such relocated easements shall be deemed t
have been granted for the Relocation Areas and to have been released from
the prior easement areas. All costs of the relocation shall be performed by
SC Rye Brook and the work shall be done at such times and in such
manner so-that there will be no interruption in the services provided to the
Commercial Property by the utility limes in the Existing Residential
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Easements. In the event that any of the Existing Residential Easements
need to be relocated on the Commercial Property, at least thirty days
prior to relocation of the easement, SC Rye Brook shall submit the plans
for such relocation to lecson for its approval, which approval shall not
e unreasonably withheld, conditioned or delayed. 11son does not
respond to SC Rye Brook within twenty days of submission of the
plans for its approval, SC Rye Brook shall send a second of the submission
of the plans to Reckson for approval, and if- eekson does not respond
within five business days to the second submission, l e kson will b
domed to have approved the plans.
H. CONDITIONS OF USE,
In addition to the terns and conditions elsewhere set forth in this Agreement, ffie
easement rights sot forth in Article I are subject to the following:
(A) the party seeking to exercise the easement rights thereunder "Beneficiary"
which requires access to or use of the other part 's property (the 'Affected
Property") shall give not less than tei l o days prior.written notice of the
intended work to the other party CWork Notice"), except in the event o
irannunent danger to persons or proper "Emergency")!, in which case such
notice shall be given which is reasonable under the circumstances, to the other
party of the proposed area and nature of any work, as well as the proposed exact
location of any utility lines or other installations, and the anticipated date of Mart
and completion of such.work;
(B) the Beneficiary shall e .erise commercially reasonable efforts to schedule and
perform the work in order to miininni ze the duration and extent of interference with
the use and enjoyment of the Affected Pr pert r by the Affected Party;
(C) the Beneficiary shall use commercially reasonable efforts to confine its
construction activities to its own property-,
D no portion of the Affected Property -maya disturbed other than within the
easement area, and the Beneficiary shalt restore all areas it disturbs on the
Affected Property to the wndition before the construction at its own cost and
expense and within five business days after completion of construction,
weather permitting. In the event the Beneficiary does not restore any disturbed
areas with five business days, the owner of the Affected Property may send
written notice to the Beneficiary of its failure to restore, and if the Beneficiary
does not restore the disturbed was within five business flays of such notice,
the owner of the Affected Property may undertake such restoration at the sole cost
and expense of the Beneficiary. The Beneficiary shall reimburse the owner of the
Affected Property for such restoration within fifteen 1 days of receipt of an
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invoice therefore. Any amounts not paid when due shall be subject to a five
percent % late charge on the amount owed-
(E).
any and.all such work shall be performed in accordance with aH applicable laws
and regulations,at the sole cost and expense of the Beneficiary;
(F) 'Affected rt ies " shall mean the then-current owner and occupants of the
Property affected by the exercise of the easements described herein,
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(G)
The Beneficiary shall-indemnify and agree to defend if requested), and hold each
Affected party harmless from all claims and losses (including reasonable
attorneys fees) incurred in connection with the loss of life, personal injury and/or
Vo
damage to property arising from or out of the exercise by the Beneficiary of the
rights granted under this Article IL
(H) In the event that the owner of the Affected Property objects to any proposed work
affecting, or entry onto, its Property, it shall give notice to the Beneficiary within
five clays of receipt of the Beneficiary's work Notice, specifying the basis for
its objections. The Beneficiary and the owner of the Affected Property shall then
reasonably cooperate to resolve any disputes.
(1) Blasting and other construction activities on the Residential property that are
likely to cause excessive noise shall be conducted outside of regular business
hours except if applicable code rewires that such activities be performed during
business hours or except if the prior approval of Reckson is obtained to conduct
such activities during regular business hours. SC Rye Brook shall provide
i Reckson with at least five business days' prior written notice of any busting
activity at the Residential Property,
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E 1I1, CONSTRUCTION,MAINTENANCE AND COST ALLOCATION.
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A. Construction*'
1. SC Rye Brook shah have the sole right and obligation to construct tfie
extension of International Drive at its sole cost and expense. The extension of
f International Drive shall include, but not be limited to, lighting and landscaping
pursuant to plans which are consistent with the existing lighting and landscaping
plan for International give and have been reasonably approved by Reckson, or
pursuant to plans which are proposed for the lighting and landscaping for the
existing International Drive and the extension of Intemaationaal Drive in accordance
with. Section I.G.1. In addition, to the extent that the construction of the
Residential Development causes darnage to any portion of the Reckon Easement
Areas, SC Rye Brook shall have the sale obligation to repair such damage at its
sole cost and expense. In the event that SC Rye Brook fails to make such repairs
in a timely fashion and within fifteen 1 bays after notice, Reckson shall have
the right to make such repairs at the sole cost and expense of SC Rye Brook. S
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Rye Brook shall reimburse Reekson for such repairs within fifteen 1 days of
receipt of an invoice therefore. Any arnounts not paid when due shall be subject
to a five percent % late charge on the amount owed.
. During the course of nstrucfin.of the Residential Development, SC Rye
Brook shall repave the existing portion of International Drive one 1 time ding
the first twenty-four 4) months of construction f the Residential Project.
Thereafter, SC Rye Brook shall repave International Drive once on the earlier to
occur of i completion of construction of the Residential Development and ii
the twelve 1 month amu' er ar r of the date of last repaving of International
Drive; provided, however, that Reckson shall have the right to elect to defer
paving until construction is complete. In addition, during-the course of
construction of the Residential Development, SC Rye Brook shall cause
International ]: rive periodically to be swept and clewed of accumulations of dirt
and debris caused by its construction activities at the sole cost and epensc of SC
Rye Brook.
In the event that SC Rye Brook fails to repair and/or repave International
Drive or fails to cause International Drive to be swept and cleaned as required
under the terns of this Agreement, Reson shall have the right to undertake such
work at the sole cost and expense of SC Rye Brook. Prior to commencing such
work, Reckson shall give SC Rye Brook ten 1 days prior written notice of its
intention to undertake such work unless SC Rye Brook'commences the work prior
to the expiration of the ten day period;provided,however,no prior notice shall be
rewired if any repair to International Drive that is the responsibility of SC Rye
Brook is required on an emergency basis. SC Rye Brook shall reimburse Reckson
for the cost and expense of any-repairs,repaving or cleaning of International Drive
within fifteen l days of receipt of invoices therefore. In addition, to the extent
that Re kson believes that specific additional maintenance of International Drive
in necessary as a result of SC Rye Brook' usage of International give during
construction of the Residential Project, Reckson shall inform SC Rye Brook and
SC Rye Brook shall have a period of twenty days in which to perfonn such
work or to dispute whether SC Rye Brook# gage of International Drive was the
cause for the additional maintenance. If SC Rye Brook does not dispute the
additional maintenance work or is otherwise determined to be responsible for the
additional maintenance work and fails to perform such work, Reckson may
perform such work and SC Rye Brook shall rein-iburse Reekson for the costs and
expens'es of such work within fifteen. 1 days of receipt of an invoice therefore.
Any amounts not paid when due shall be subject to a five pent 110 late charge
n the amount owed.
. Prior to making, any formal submissions for any govrnrnental or quasi-
govemment l approvals necessary for the Residential Development and which
relate o
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Changes to the approved site plan attached as Exhibit B (the "Approved Site
Plan") which change the number of units, exterior boundaries, or property line
setbacks as shown on the Approved Site Plan;
Changes to the Approved Site Plan which would change the general location of
the affordable dousing componcnt of Residential Development unless such
change is required by governmental authorities;
Changes to the Approved Site Plan which would require change to any of the
exhibits to this Agreement;
Changes to the detention basin and its inlratmcture;
Material changes to the location of permanent amenities shown on the Approved
Site Plan,such as clubhouse and pool,or deletions of any amenities;
Changes to the, Approved Site Plan that would change the visual barrier or alter
any landscape plan, sign plan,road plan or any other change that would be visible
from International Drive or the Commercial Property;
- Changes to the Approved Site Plan that would otherwise have a material
adverse effect on the Commercial Development in the reasonable discretion of
elson.
Any of the foregoing constituting an "Approvals Change,
C Rye Brook shall submit the proposed submissions to lekson for eckson's
approval of the Approvals of Change, which approval shall not unreasonably be
conditioned, delayed nor withheld. Reckson shall have thirty days from
receipt of the proposed submissions to approve or request changes to the plans. I
eek on fails to respond within such thirty day period, SC Rye Brook m4y
provide a notice to Reekson of its Failure to respond to SC lye Brook' proposed
submission, and eel-son's approval shall be deemed to have been granted if
' Reek son fails to respond within ten 10 business days of such notice. I during
the course of construction of the Residential Development, SC lye Brook desires
to make any Approvals Cbanges, SC Rye Brook shall submit the plms to leclson
for its prior approval pursuant to the Provisions ofthis Section III.A.4.
Notwithstanding the Foregoing, in the event that the Residential Development is
sold to a Subsequent Purchaser as distinguished from sales of individual units;
each purchaser of the Residential Development after SC lye Brook is referred to
herein as a "Subsequent Purchaser"), Reekson shall have the right to approve
any change of any nature to the Approved Site Plain prior to such Subsequent
Purchaser submitting a change to the Approved Site Plan to any municipal
agency. Subsequent Purchaser shall submit such proposed . change to the
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Approved Site Plan to Reekson pursuant to the terms- -of the immediately
preceding paragraph.
. SC Rye Brook covenants and agrees that it will complete construction of
each housing component it begins to construct in the Residential Development as
evidenced by issuance of certificates of occupancy for those components and
covenants and ages that it will complete construction of the Drainage Facilities.
i
Further, once SC Rye Brook connences construction of any section or phase of
the Project SC Rye Brook shall complete all infrastructure widiin, related to, or
necessary to use such section or please, including, but not limited to, utilities and
roads on the Residential Property. In addition, SC Rye Brook shall complete all
utility and infrastructure work for the entire project that is to be performed on the
Commercial Property once such utility and infrastructure work is cot fenced.
Prior to commencing construction, SC Rye Brook must provide Reckson with
payment and performance Bond(or other suety acceptable to Reckson in its sole
discretion) for all infrastructure work for the Residential Development. In the
gent that SC Rye Brook ceases' construction activity for thirty 0 consecutive
days or more (other than delays due to force majeure not to exceed sixty (60)
days), SC Rye Brook shall remove all construction debris,material and equipment
from the Residential Property. SC Rye Brook covenants and agrees to develop
and const-act the Residential Development in a mariner that is substantially of the
sarne quality as Sun Morns' Ienstt development in Darien, Connecticut.
Further, in connectionwith the transfer of the Residential Development to
Subsequent Purchaser, such Subsequent Purchaser shall be required to provide a
completion guarantor m form and substance substanfially similar to the
Completion Guaranty dated on or about the same date as this AgIreernent provided
by Robert Dale and William McGuiness on behalf of SC Rye Brook from a
creditworthy individual or entity approved by Reckson in its sole-discretion.
. SC Rye Brook covenants and agrees to complete the natural barrier and
screening between the Residential Property and the Commercial Property that.is
included in its approved plans for the Residential Development "Visual
Screening"). The location and material incorporated into the visual Screening
skull be subject to the prior review and reasonable approval of Reckson. Except
as otherwise approved by Reckson in its sole discretion, the Visual Screening
must extend the length of the property boundary between the Commercial
Proms and the Residential Prop, except that the visual Screening will not
block the entrance to the Emergency Access Easement or extend north of the
Emergency Access Easement. Further, the Visual Screening must substantially
obscure the view of the Residential Development from the Commercial
Development with all-season trees, and without the prior written consent of
Reckson, SC Rye Brook shall not make any changes to the visual Scr=iing such
that it would fail to substantially obscure the view of the Residential Development
from the Commercial Development,which consent may be witbheld in Reckson's
sole discretion. SC Rye Brook shall install the Visual Screening no later than
sixty 60 days after commencing construction of the Residential Development
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unless installation of the Visual Screening would be unpractical due to
weather/seasonal conditions in which case the Visual Screming shall be installed
at the earliest tithe that weather/seasonal conditions would permit such
installation. SC Rye Brook shall have the obligation, at is solc cost and expense,
to maintain the 'visual Screening such that it adequately obscures the view of the
Residential Development from the Commercial Development in all seasons
provided, however, that, in the event SC Rye Brook fails to maintain the visual
Screening as rewired by this Agreement, Reckson shall have the right, upon at
least fifteen 1. days' prior notice to SC Rye Brook, to undertake sueh
maintenance at the sole cost and cpense of SC Rye Brook. SC Rare Brook shall
reimburse Reekson for the cost and expense of such maintenance withffi fifty
G days of receipt of invoices therefore. Any amounts not paid when due shall �
be subject to a five percent %)late charge on the amount owed.
Maintenance.
Reckson solely shall be responsible for operating, maintaining and repairing the
Reckson Easement Areas (other than the Emergency Access Easement, which is
the sole responsibility of SC Rye Brook)plus the curbing adjacent to International
( rive, plus all landscaping within an area equal to eighteen 1 ) feet on each side
of International eve, up to the property line dividing the residential property
from the Commercial Property, plus the Drainage Facilities (collectively the
"Maintenance Areas'), which maintenance shall include, but not be limited to,
landscaping (mowing,planting, irrigation), plowing and snow removal (including
weekends and Holidays and at all tiros at such intervals as to keep International
Drive navigable by passenger vehicles), electricity for the streetlights,
maintenance of streetlights and curbs, and maintenance of traffic lights. Reckson
shall also be responsible for providing appropriate lighting and security for the
Reckson Easement Areas. Pursuant to Section 1I. , below, SC RycBrook shall
pay to Reckson certain costs and expenses relating to the Maintenance Areas.
Notwithstanding nding the foregoing, Reckson shall have no maintenance obligation to '
SC Rye Brook with respect to the Maintenance Areas at any time that. SC Rye
Brook is in arrears with respect to its proportionate share of Maintenance
Expenses.
C. Maintenance-Cost Allocation
Reckson shall be responsible for all costs and expenses (the "Maintenance
Expenses") of operating, maintaining and repairing the Maintenance Areas, but
ubjcet to an allocation of such Maintenance Expenses as set forth herein.
i) e urit Rye gook shall pay a proportionate share (40.80%)
of the casts of security for the Maintenance Areas (other than the
Drainage Facilities) plus are amount equal to any increase in
security cosh for the Commercial Development as a result of and
during a the construction on the Residential Property and b) the
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existence of residents inhabiting the Residential Development, but
only to the extent additional security as a result of the Residential
evelopnnent is reasonably required by Reckon. Security costs
shall include, but not be limited to: security personnel and
maintenance and repla ement of security cameras.
(vi) capital Improvements: C Rye Brook shall pay its proportionate
share 4 . 0% of the costs of capital improvements to the..
Maintenance Area, including,but not limited to, paving/striping of
International Drive; replacement of the streetlights and poles
serving International give as needed.
(iii) Real Este Taxes; SC Rye Brook shall pay its proportionate share
(40.80%) of the costs of real estate taxes assessed against
International Drive. The:taxes assessed against Intemation l Drive
are determined based upon the ratio of the acreage of International
Drive to the total acreage of the assessed property.
(iv) L i bill insurance: SC Rye Brook shall pay its proportionate
share 0, 0110 of the cost of any additional liability insurance.
(including increase m coverage amount) carried by Reckson to the
extent such additional liability insurance- coverage is required
under this Agreement.
(v) All other Maintenance eases: SC Rye Brook will pair its
proportionate share . % of all Maintenance Expenses, other
than as specifically set forth herein. Maintenance Expenses shall
include a management fee payable to Reckson (but shall -not
include any other management or similar fees, which management
fee shall be equal to $15,000 for the first year of the term of this
egr a t, payable in equal- monthly installments, and such
snag m nt fee shall increase on each yearly anniversary of this
Agreement by the greater o i tree percent % and ii
increases in the Consumer price Index.
F
(A) dual Budd: On or before November Nth of each calendar
year,Reckson shall deliver a budget for Maintenance Expenses for
the next calendar year(the"Budget")to SC Rye Brook.
(vii) Initial Funding and Payments Monthly: Simultaneously with the
execution of this Agreement, SC Rare Brook shall deposit with
Reckson three months of its proportionate share of the
Maintenance Expenses based upon the then current Budget.
Reckson shall, on a monthly basis, send an invoice to SC Rye
Brook for its proportionate r ortionate share of the Maintenance Expenses
based upon the Budget. SC Rye Brook shall pay all amounts due
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under such invoice within, fifteen 1 business days after receipt
thereof. Any amounts not paid when due shall be subject to a five
percent % late charge on the amount owed.
(vffi) No later than March l " of each calendar year,
eckson shall provide a reconciliation of the budgeted
Maintenance Expenses against -the actual Maintenance-Expenses
for the prior calendar year, accompanied by reasonably detIed
documentation of the actual Maintenance Expenses and skull
cooperate with SC Rye Brook' requests for additional back-up and
substantiation of Maintenance Expenses, which requests for back-
up and substantiation must be made within sixty days of
receipt of the reconciliation. In the event the actual Maintenance
Expenses were greater than the budgeted maintenance Expenses,
SC Rye Brook shall pay its proportionate share of the difference t
I eckson within twenty days of-receipt of the reconciliation.
In the event the actual Maintenance Expenses were less than the
budgeted Maintenance Expenses, Feckson shall.reimburse SC Rye
Brook for its proportionate share of any excess Maintenance
Expense payments made to l eckson.
(ix) Homeowners Association: The obligations of SC Rye Brook under
this Agreement shall become -the obligations of the homeowners
association for the Residential Property upon Tumo ►er to
Homeowners Association (described below). SC Rye Brook
covenants and agrees that it will describe the obligations under this
Agreement in the offering plan establishing the homeowners
association. To the extent that more than one homeowners
association is established at the 'Residential Property, the
homeowners associations will be required to designate one
representative that will represent all of the ho eDwner
associations in connection with the obligations of SC Rye Brook
i and Reckson under this Agreement.
E
C
Alternative Landscaping of International Drive.
C Rye Brook may, at any time,propose an alternative plan for landscaping along
Intrnational )give (ate. "Alternative Landscaping Plan) to keep it in character
with the landscaping within the Residential Property. Each request for an
Alternative Landscaping Plan shall be considered to be an Approvals Change as
defined below) and shall be subject to all terms and conditions of an Approvals
Change, including, without limitation, the requirement that all costs of
installation, operation, maintenance, and replacement solely shall be borne by SC
Rye Brook, provided, however, that leckson shall have the right to approve or
disapprove such Alternative -Landscaping Plan in its sole discretion and may
accept or rejtect any landscaping plan proposed by SC Rye Brook for any reason or
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no reason. In addition, the installation and maintenance of the Alternative
Landscaping Plan shall be done by Reckson, at the sale cost and expense of S
Rye Brook.
Iv MISCELLANEOUS.
LLANEOUS.
A. Covenants Run with The Land.
The,Reckson Easements set forth in this Agreement: i are-trade for the benefit of the
Residential Property; ii will bind every person having any fee, leasehold or other
interest in any portion of the Commercial Property at any time or from tirne to time to
i
the extent that such portion is affected or bound by any of the Reckson Easements;
and iii will inure to the benefit of the Residential Property, and burden the
Commercial Property.
The Residential Easements set forth in this Agreement: i are made for the benefit of
the Commercial Property; H will bind every person having any fee, leasehold or
other interest in any porfi on of the Residential Property at any time or from time to
time to the extent that such portion is affected or bound by any of the Residential
Easements; and(Ili) will inure to the benefit of the Commercial Property, and burden
the Residential Property.
B. Violations of Easement lights.
In the event that either party believes that any other party is in violation of this
Agreement, the Party seeking enforcement (''Enforcing Party" may give written
demand to cease the violation "Correction, Notice")e" to the allegedly violating
Party("Violating Party") and such Correction I otiec must be given as well to the
first lien mortgagee of the violating Part 's Property("Mortgagee") if notice of the
address of such Mortgagee has been given to the Enforcing Party. If the alleged
violation is not corrected within thirty o days after receipt of the Correction
Notice or such longer period as is reasonably necessa r to correct said violatior4
then the Enforcing Party shall be entitled to enforce its rights through injunction
and/or seek all other remedies available at law or in equity. The non-prevailing
party in any such litigation shall pay all reasonable legal fees and related expenses
of the prevailing party. NotMffistanding the foregoing, i in the event that
Reckson defaults in its obligation to keep International Drive navigable by
passenger cars as required under Section IIi.B., SC Rye Brook may give such notice
as is reasonable under the circumstances and may perform necessary snow removal
or other work on an emergency basis, and ii in the event that Reckson defaults in
its obligation to maintain the Maintenance Areas as rewired under Section III,B.
such that the use of lnt ma.ti n l ]drive or of the Residential Development is
materially unpaired, SC Rye Brook may give notice to Reckson of the specific
work to be done and, if within ten 1 business days after such notice Reckson
on
fails- to perform such work or to cornmence to perform such work, or fails to
provide written notice that it believes such work is unnecessary, then SC Rye Brook
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may at its sole option elect to perform the requested work. SC lye Brook may set 1
off the reasonable cost and expense of any such foregoing work against costs billed
to SC Rye Brook by leckson.
C. Termination of Reckson Easements.
In the event that any time after the completion of the Residential Development the use
of the Residential Property shall no longer be that of a Residential Project (as defined
below), Reckson shall have the right to terminate any or all of the l eck on
Easements upon at -least sixty ) days' prior notice to SC Rye Brook.
"Residential ntialPro j et" shall be a project in which no more than ten percent of the
building area has been issued certificates of occupancy for commercial or retail use;
provided that a. clubhouse, fitness center or other typical amenities for residential
projects shall constitute residential use regardless of the characterization on the
applicable certificate of occupancy.
I . Subordination of Mortgages.
Any mortgage or dew of trust affecting any portion of the Residential Property and/or
the Commcrclal-Property and any amendment or modification thereto shall at all
tines be subject and subordinate to the terms of this Agreement, and any party
foreclosing any such mortgage or deed of trust, or acquiring title by deed in lien of
foreclosure or trustee's sale shall acquire title subject to this Agreement and to all of
the terms and provisions of this Agreement.
E. Recordation and Modification.
This Agr=nent shall be recorded by l eckson and may be amended, modified, or
terminated only by a written agr ernent, executed and acknowledged by the them
current owners of the Residential Property and the Commercial Prop, provided,
however, effective as of Turnover to Homeowners Association (defined below), each
f the then current owners of any portion of the Residential Property shall be domed
to have granted an irrevocable power of attorney to the homeown.ees association of
the Residential Property to negotiate, approve, execute and record any&nendment or
modification of this Agreemcnt. in the case of any requested amendment or.
modification of this Agreement, the requesting party shall be obligated to Pay all
reasonable legal and professional consultant(such as architect or surveyor)fees of the
other party which are incurred by the other party in connection with such modification
oramendment; provided, however, that SC Rye Brook agrees to amend this
Agreement in connection with a subdivision of some or all of the Commercial
Property as long as such amendment does not i increase SC Rye Brook" costs, (ii)
increase SC Rye Brook' liabilities or iii) decrease SC Rye Brook' ruts under this
Agreement,
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F. General Provisions.
1. If any provision of this Agreement, or portion thereof, or the application
thereof to any person or circumstances, shall, to any extent be held invalid,
inoperative or unenforceable, the remainder of this Agrecmen or the
application of such provision or portion thereof to any other persons or
circumstances, shall not be affected thereby. It shall not be deemed that
any such invalid provision affects the consideration for this Agreement
and each provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
. This Agreement shall be construed in accordance with the laws of the
State of New York without regard to conflict of laws provisions that
would require application of the laws of another state. Each of the parties
hereby irrevocably waives all right to trial by juicy in any action,
proceeding or counterclaim arising out of relating to this Agreement. Any
action brought hereunder shall be brought in a court of law located in the
County of Westchester and State of New York. 'The prevailing party in,
any such litigation shall be entitled to recovery of all of its fees and
expenses(including reasonable legal fees)incuured in such action.
. The headings in this Agreement are for convenience only, shall in no way
define or limit the scope or content of this Agreement, and shall not be
considered in any construction or interpretation of this Agreement or any
part hereof'.
. Nothing in this Agreement shall be construed to make resn and SC
Rye Brook partners or joint ventures.or create the relationship of principal
and went.
. This Agreement may be executed in any number of counterparts, each of
which shall be effective only upon delivery and thereafter shall be deemed
n original, and all of which shall be taken to be one and the same
instnment,with the same effect as if all parties hereto had signed the same
signature page.
. All casements granted to SC Rye Brook pursuant to this Agreement shall
be used in such a manner so as to not unreasonably interfere with the use
and enjoyment by Reckson, its tenants, agents and invitees, of such
casements and the portions of the Commercial Propey upon which such
casements are located, respectively. All easements granted to Reckson
pursuant to this Agreement shall be used in such a manner so as to not
unreasonably interfere with the use and enjoyment by SC Rye Brook, its
occupants,.owners, agents and invitees,of such casements and the portions
of the Residential Property upon which such easernents are located
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respe ti ely, The parties understand and agree that any detcrmin.ation of
the exact and mutually agreeable location of any easements set forth herein
for which the location thereof shall be deternuned following the date
hereof shall tae into account the foregoing sentence of this Section
1Y. .
7. No Third-Warty Beneficiary,Enforcement. This Agreement is not intended
to create, nor shall it be in any way interpreted, or construed to create, any
tfhird-Party beneficiary rights in any person or entity not a party thereto. It
1s expressly understood that only the parties hereto, and their respective
successor and/or assign, shall have the right to enforce the turns of this
.Agreement.
. Each of l eckson and SC Rye brook shall, at any time and from time to
tirne, at the request of the other party or its designee, including a
mortgagee, potenti l mortgagee or potentialpurchaser) on twenty (20)
days' Prier written notice, execute and deliver to such requesting party a
statement i certifying that this Agreement is umnodifxed and in full force
and effect or if there have been modifications, that the s rye is in full
farce and effect as modified), h stating whetber all payments due from
such requesting party under the Agreement hav been paid in hill, iii
stating whether or not the requesting party is in default in the performance
of any of its obligations under this Agreement and iv certifying as to
such other or further information concerning this Agreement as may b
reasonably requested by the requesting pay or a lender to such requesting
party. Such statement may be relied upon by the requesting party and said
designee and their respective successors and assigns.
. Until construction of the Residential Development is complete as required
by the terms of this Agreement and all of the obligation of SC Rye Brook
are undertaken by the homeownces association established for the
Residential Development ("Turnover to Homeowners Association"), SC
.ye Brook'obligations shall be guaranteed by Robert N. Bale and William
McGuinness.
10. Whenever in this Agreement the consent, approval or sixxdlar permission
of a party is required, such shall not unreasonably be withheld, conditioned
nor delayed and if not granted or if conditioned, then the reasons for such
non-approval or condition shall be provided in writing to the requesting
party. Unless a separate time period is otherwise expressly set forth in this
Agreement, each party shall respond to a request for approval within fare
(5) business days after request. All requests shall be made with reasonable
specificity and shall be accompanied by such documentation as is
reasonably necessary to evaluate and respond knowingly to the request..
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i 1. Any notice and all communications required or permitted under this i
Agreement shall be by certified mail, return receipt requested, with
postage prepaid, or by telegram with charges prepaid, or by Federal
Express or other nationally recognized overnight courier service providing
for a signature upon receipt. Notices are made when received or rcjected
by the recipient. Any recipient may designate a different address by notice
to the other parties and may request that all--notices be sent to its
mortgagee. Communicafions shall be addressed as follows:
The notice address of Reckson is:
co SL Green Realty Corp.
420 Lexington Avenue
New York,New Fork 10 170-18 81
Attention: Marc Holliday
with a copy to:
co SL Green Realty Corp. -
o Lexington Avenue
New York,New York 10 170-18 81
Attention: Andrew S. Levine,Esq.
With a firffier copy to:
Del-Bello Donnellan Weingarten wise&Wiederkehr,LLP
One North Lexington Avenue
White Plains,New York 10601
Attention; Nark P. Weingarten, Esq.
The notice address of SC Me gook Partnen,LiLC is: -
SC Rye Brook Partnm,LLC
Memorial Avenue
Pawling,New York 12564
Attention: Robert N. Dale
With a copy to:
Law Offices of Eric A. Heir,P.C.
1835 Market Street, Suite 1215
Philadclphia,Pennsylvania 19103
Attention: Eric A. Heinz, Esq.
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And with a copy to;
ohdy Hedgeock
Clarion Partner
230 Park Avenue
New York,New York 169
And with a copy to:
Faith-Glickman Rossi,Esq.
Lerner&Holmes PC
Two Center Plaza, Suite 415
Boston,Massachusetts 02108
G. This Agreement shall.not be subject to the doctrine ofmerger.
H, If any provision of this Agreement is declared or held to be invalid
r unenforceable in part or under certain circumstances, the rest of
this Agreement and its application under other circumstances are
valid and enforceable to the fullest extent permitted by law.
I. Indemonity Insurance,
1. Indemnity. Each of SC Rye Brook and I ec son (for purposes of this
Section 1V.I1 and as applicable, each an "Indemnifying party") shall
indenmi y, defend and hold hanntess the other parties and their respective
officers, directors, employees, shareholders, partners 'and members. (for
purposes of this Section Iv.I.l, and as applicable, collectively the
"Inde=ified Parties" and each an"Indemnified Party"), from all damages,
costs, claims, liabilities and expenses (including, -without limitation,
reasonable attorneys' fees and ecense incidental thereto, cowt cost
incurred at the trial and appellate levels, and all other casts incurred in any
judicial or other proceeding) arising from or out of i breach of any
obligation hereunder by the Indemnifying Party, or ii the Indemnifying
Partys or It agents', contractors', employees', tenants', subtenantsf,
concessionaires, cu. torners', visitors', licensees', ardor invitees' exercise
r use of the easement rights granted to it pursuant to this Agreement, or
otherwise occasioned wholly or in part by any apt or omission of the
Indemnifying Party or its agents, contractors, employees, tenants,
subtenants,concessionaires, customers,visitors, licensees and/or invitees.
. Exculpation. Notwithstanchng anything to the contrary herein but except a
set forth in the [SC Rye Brook Guaranty], in no event shall any of the
members, managers, of ihate ,- trustees, directors, officers, officials,
employees, agents or servants of SC Rye gook or Reekson have any liability
(personal or otherwise) under or by reason of this A reemcnt or any of the
0117%0-ova
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matters contemplated by this Agreement or shall be subject to levy,execution
or other enforcement procedure for the satisfaction o -any parts remedies
hereunder.
. Insurance.
(a) R and SC Rye Brook shall each maintain, and or cause to be
maintained, to the extent reasonably available liability insurance
insuring against claim on account of loss of life, bodily injury or
property damage that may arise from, or he occasioned by i its
exercise of the easement rights granted to it pursuant to this
Agreement, or ii its failure ilure to comply -With its obligations
hereunder, with a "Combined Single Limit" (coverffig personal
injury liability,bodily injury liability and property damage liability)
of not less than Five MUion Dollars ($5,000,000) for total claims
for any one occurrence* Such insurance shall name the other party
(and its lender, if necessary) as an additional insured, and the party
maintaining such insurance shall fish such other party with a
certificate evil ping such insurance upon request. Premiums on
insurance policies purchased by each party tinder this Section I
(3)(a) shall be.the sole responsibility of the party purchasing such
' insurance.
(b) N party shall take any action that may negatively impact the
coverage of any insurance purchased by the other party pursuant to
Section I .I.3.a. To the extent that a party (for purpose of this
Section MI. 3.b and as applicable, 'Damaged Owner") is
dammed by any action of the other party (for purpose of this
Section 1U. 3.b and as applicable, a"Damaging Dwncr") and such
damage negativity impacts the amount of coverage available to the
Damaged owner, then the Damaging Owner shall f ly indemnify
the Damaged Owner for any and all losses and damages suffered as
a result of such action and the negative impact on the coverage of
said insurance.
SIGNA TURE PA GE FOLL
0117940424
ATTACHMENT J
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IN WITNESS YVMREOF, Reckson and SC Rye Brook have caused this Agreement to
be executed as of the day and year first above Written,
RECKSON OPERATING PARTNERSHIP,L.P.
By
Name: mw S. '
I
Title; EZ LL4('V(- V1 CC PC(,S i CJLl4'1�
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SC RYE BROOK PARTNERS LLC
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By: CV4 Rye Brook LLC,its Managing Member
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By: _
Name: Behdy Lledgcock
Title: Authorized Signatory
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purr»is 23
ATTACHMENT J
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IN WITNESS WERE ec on and Rye Brook have caused this Agreement to
Vk be executed as of the day and year first above written.
RECKSON 01 RATING FARTNE,l MP,L.P.
•
Dame;
Title:
SC RYE BROOK PARTNE RS LL
By: CV4 Rye Brook LL ,its Mmiaging Member
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--- -T. - -
Name: Bohdy Hedg ock
Title; Auffiorized Signatory.
14a7�5 10 23
ATTACHMENT J
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STATE OF NEW YOB
On the to day of May, 2016, before me, the ij a e-nigned, a Notary Public in and for
said State, personally appeared �S, pmom lly known to me and proved to ne
on the basis of satisfactory evidence to be the individual wbose name is subscribed to the Within
instrument and acknowledged to me that be executed the sane in his capacity and that by his �
signature on the inmrument, the person upon behalf of which the individual acted, executed the
insftutnent.
IToty Public
N-Mary Public,Sb.ir-:al New'York
1 R W��' 7
STATE OF ualle,;lea err Now Yoi*Co my
Corf,-rnf,[4ri x.T,:ire.s A 9.11, L
COUNTY OF
On the day of May, 2016, before me, the midmigned, a Notary Public in and for
said State, pemonally appeared Rohdy lied cock,personally known to me and proved to Ine on
the basis of safisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity and that by his
signature on the nst went, the person upon behalf of which the individual acted, executed the
instrument.
I
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Notary Public
24
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nii79&
ATTACHMENT J
STATE OF NEW YOB
ass,:
COUNT'OF WETCHSTE
n the day of May, 2016, before me, the un der l gn ed� a Notuy Public in and for
said State personallymed
� __ � personally known to me and proved to me
on the basis of satisfactory evidence to be the individual whose name is- subscribed to the within
instrument and acloldgd to one that he executed the same in his capacity and that by his
signature on the in txumont, the person upon behalf of which the Individual acted, executed the
i� tru.�nex��.
i
Notary Public
STAVE OF.QaXW
COUNTY NTY F TIaYaO
n the day of May, 2016, before me, the undersigned, a Nptary Public in and for
said State, personally appeared Bohdy Re g oc ,personafl r known to me and proved to me on
the basis of satisfactory evidence.to he the individual whose name is srubscribed to the within
instrument and acknowledged to one that he executed the same in his capacity and that by his
signature ova the ins nt� the p mn upon behalf of which the individual acted, executed the
jnstrumen-�,jj kAA- Cj,,Al ).C, ���i-4L 6 T zr�,kj
Notary Public
FEifu
otary Public.state of T xas
.1 Expires I 1.10-2019
oN I Z624 .
ATTACHMENT J -
EXHIBIT
Legal Description-of Entire Property
25
ATTACHMENT J
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Schedule A (Desc tionI
. PARCEL I
ALL that c -taro plot, piece or parcel of land, situate, lying and being in. the Towns of Rye and
Harrison, County of Westchester and State of New York and partly in the Town of Greenwich,
County of Fairfield, Mate of Connecticut,bounded and described as follows:
BEGENNING at a point on the westerly side of Ting Street adjoining the southeast corner-of land
formerly of Chisholm-and now or formerly belonging to Straus;
THENCE running along said westerly side of ling Street and the following courses and
distances: South 19 degrees 22 minutes East 173.67 feet;
South 22 degrees 38 minutes East 114.4 Feet; South 26 degrees 28 minutes East 70 feet; South 27
degrees 29 minutes East 60 feet; South 28 degrees 31 minutes East 126 feet; South 30 degrees 56
rites East 100.1 feet; South 33 degrees 52 minutes East 2 .1 feet; South 39 degrees 49
minutes East 29.2 feet; South 25 degrees 29 minutesEast.6 feet; South 31 degrees 6 minutes East
29.4 feet; South 35 degrees 37 mm" utes East 16.1 feet; South 41 degrees 31 minutes East 267
feet;
South 43 degrees 30 minutes East 320.07 feet; South 44 degrees 44 minutes East 287.5 feet; and
South 46 degrees 14 minutes East 178.6 Feet to the northeast corner of land formerly of
McClenahan,how or formerly belonging to Dings Ridge Golf Club;
THENCE ring along the northerly line of said last mentioned line the following courses and
distances: South 68 degrees 50 minutes Nest-91.1 feet;
South 78 degrees 40 minutes West 435.2 feet;
South 78 degrees 15 minutes West 98 feet; South 82 degrees 07 minutes Nest 585.5 feet; South
75 degrees 13 minutes west 335.1 feet; South 77 degrees 03 minutes West 29.1 feet; and
South 12 degrees 20 minutes west 147.1 feet to the easterly line of land formerly of Hugh J.
Chishom Jr.;THENCE running along said easterly line-of said last mentioned land the following
courses and distances:
North 4 -degrees-52 minutes west 22.1 feet;North.62 degrees 25 minutes west 236.7 feet;
South 34 degrees 25 minutes 40 seconds west crossing Blind- Brook, 40:46 feet; North 52
degrees 24 minutes west 3 5.44 feet;
North 43 degrees 3 8_minutes west 66.7 feet;
North 21 degrees 08 minutes 30 seconds west 79.1.6 feet;
North 15 degrees 05 nninutes 30 seconds west 373.31 feet; and
North 10 degrees 48 minutes-30 seconds 'west 481.15 feet to the -southerly line of said laud
formerly of Chisholm now or fornnerlr of Straus;
THENCE running along the southerly line of said last mentioned land the following courses and
distances;forth 53 degrees 01 minutes East 550.5 feet;
North 52 degrees 20 minutes East 50 feet;
Forth 53 degrees 24 minutes East 501.8 feet; North 52 degrees 18 minutes East 233 feet; Forth
62 degrees 20 minutes East 26 feet; and
North 67 degrees 34 minutes Bast 801.6 feet to the westerly side of King Street at the point of
a
BEGINNING. EXCEPTING therefrom so much ,was conveyed to Royal Executive park II by
deed recorded in Liber 7904 cp. 51 o.
FURTHER excepting therefrom so much as was taken by the New York State Department of
Transportation by Notice of
01i79404
ATTACHMENT J
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ppropnatxon recorded September 12, 1984 in Liter 7959 ep. 94 and as shown on filed reap no. �
21712.
PARCEL 2:
PARCEL
ALL that can plot, puce or parcel of lard, situate, lying and being in the villages of Rye
Brook and ff arrison, and Towns of
Rye and Harri On, westcbester County and State of New York, being more particularly bounded
and described as follows-, i
BEGINNING at a point on the west line of King Street, said pint being the-intersection of the
division line between lands of
Royal Executive Park and lands now or fornn rly of Hi o Realty Corporation With the west line
e
f Ding Street;
RUNNING THENCE southerly along the west Zinc of Ling Strut, South 19 degrees 22 minutes
East 173.67 feet, South 22 degrees 38 minutes fast 114.4 feet, South 26 degrees 28 minutes East �
70-00 Feet, South 27 degrees 29 minutes East 60.00 feet, South 28 degrees 31 minutes East
126.00 feet and South 30 degrees 56 minutes Bast 70.09 feet to a point;
RLTNNI G TRENCE westerly through lands of Royal Executive Park along the north lire of the
access drive 432.09 feet along the arc of a circle curving to the right with a radius of 2,008.24
feet and South 69 degrccs 51 minutes west 72.00 feet to a point;
RUNNING THENCE still westerly through lands-of Royal Executive Park, South 68 degrees 21
minutes 23 seconds west 540.60 feet, 309.81 feet along the are of a.circle'curving to the left with
a radius of 341.36.feet and South 16 degrees 21 m'nuts 23 seconds west 9.66 feet to a point;
RUNNNG THENCE southerly through lands of Royal Executive Parr, South 73 degrees 33
minutes East 61.36 feet, 264.07 feet along the arc of a circle curving to the right with a radius of
600.00 feet, South 48 degrees 20 minutes East 295.00 feet,
404.92 feet along the arc of a circle curving to the left with a radius of 800.00 feet and South 77
degrees 27 minutes East 215.99 feet to a point on the division lime between lands of Royal .
Executive Park and lands of 1Iatin Fealty,Inc.; -
RUNNING THENCE westerly along the division line between Royal Executive Parr and lands
of I atin Fealty, Inc., Soutb 78 degrees 40 minutes West 41.1.20 feet, Soutb 78 degrees I
minutes West 9 .0 feet., South 82 degrees 07 minutes west 585.50 feet, South 7 degrees 1
minutes west 335.10 feet, South 77 degrees 03 minutes Vest 29.10 feet and South 12 degrees 20
minutes west 147.1 o feet to a point on the east boundary line of I ands of State University of New
York;
FUNNING THEN northerly along the division line between laid of Royal Executive Park
and land of State University of New York, Forth 45 degrees 52 minutes west 22.10 feet, 1` ortb
2 degrees 25 minutes West 236.70 feet, North 34 degrees 2 'Minutes 40 seconds West 40.46
feet,forth 52 degrees 24 minutes west 35.44 feet,Forth 43 degrees 38 minutes west 66.70 feet,
North 21 degrees 08 minutes 30 seconds West 79.16 few North 1.5 degrees 05 minutes 30
seconds west 373.31 feet and North 1 .degrees 48 minutes 30 seconds west 481.15 feet to the a
point;
1+0�9�1�.doc
4117940-424
ATTACHMENT J
RUNNING THENCE easterly along the division line between land of Royal Executive Park and
lands now or formerly of Hipo Realty Corporation, North 53 degrees 01 minutes East 550.50
feet, North 52 degrees 20 minutes East 50.00 feet,North 53 degrees 24 minutes East 501.80 feet,
North 52 degrees 18 minutes East 233.00 feet, North 62 degrees 20 minutes East 26.00 feet and
North 67 degrees 34 minutes East 801.60 feet to the point or place of BEGINNING.
PARCEL B:
ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Greenwich,
State of Connecticut,being more particularly bounded and described as follows:
BEGINNING at a point on the west line of Ding Street, said point being in the intersection of the
division line between lands of Royal Executive Park and lands of Matin Realty, Inc. with the
west line of King Street;
RUNNING THENCE westerly along Bald division line, South 68 degrees 50 minutes West
363.50 feet to a point on the New York-Connecticut State line;
RUNNING THENCE northerly through lands of Royal Executive Park and along the New York-
Connecticut State line,North 21 degrees 53 minutes West 440.00 feet to a point;
RUNNING THENCE easterly through Royal Executive Park, North 54 degrees 06 minutes East
160.85 feet to a point on the west line of Ding Street;
RUNNING THENCE southerly along the west line of Ding Street, South 43 degrees 30 minutes
East 60.08 feet, South 44 degrees 44 minutes East 287.50 feet and South,46 degrees 14 minutes
East 178.60 feet to a point and place of BEGINNING.
TOGETHER with the following easements which are hereby granted in perpetuity to the plirty of
the second part, its heirs, successors and assigns:
PARCEL 3:
ALL that certain plot, piece or parcel of land, situate, lying and being in the Villages of Rye
Brook and Harrison, Towns of Rye and Harrison, Westchester County and State of New York,
being more particularly bounded and described as follows_
PARCEL A:
BEGINNING at a point on the south property line of lands now or formerly of Hipo Realty
Corporation, said point being the following courses and distances from the west line of King
Street as measured westerly along the division line between lands now or formerly of Hipo
Realty Corporation and Royal Executive Park I1, South 67 degrees 34 minutes West 801.60 feet,
South 62 degrees 24 minutes West 25.00 feet, South 52 degrees 18 minutes West 233.00 feet and
South 53 degrees 24 minutes west 257.38 feet to beginning point;
RUNNING THENCE southerly along the division line between Royal Executive Park I1 and
Royal Executive Park III, South 23 degrees 49 minutes 06 seconds East 632.37 feet to a point;
RUNNING THENCE southerly along the division line between Royal Executive Part: I and
Royal Executive Park III, South 16 degrees 21 minutes 23 seconds west 4.17 feet, South 73
degrees 33 minutes East 61.36 feet, 254.07 feet along the arc of a circle curving to the right with
a radius of 600.00 feet, South 48 degrees 20 minutes East 404.92 feet along the arc of a circle
1459515.E
0117940-024
ATTACHMENT J
curving to the left with a radius of 800.00 feet and South 77 degrees 20 minutes East 215.99 feet
to a point: on the division line between lands of Royal Executive parr I and lands of Matin
Realty, Inc.;
RUNNING.THENCE westerly along said division line, South 78 degrees 40 minutes west
411.20 feet, South 76 degrees 15 minutes West 98.00 feet, South 82 degrees 07 minutes west
585.50 feet, South 75 degrees 13 minutes West 335.10 feet, South 77 degrees 03 minutes west
.29.10 feet and South 12-degrees 20 minutes West 147.10 feet to a point on the east boundary line
f lands of State University of NewYork;
RLNMNG THENCE northerly along the division line between lands of Royal Executive Park III
and lands of Mate University of New York,North 45 degrees 5 2 minutes West 2 2.1 feet, North
2 degrees 25 minutes West 236.70 fect, South 34 degrees 25 minutes 40 seconds west 4 .4
feet,forth 52 degrees 24 minutes West 35.44 feet,forth 43 degrees 38 minutes west 66.11 feet,
North 21 degrees 08 minutes 30 seconds. West 79.16 feet, forth 15 degrees 05 minutes 3
seconds West 373.31 feet and North 10 degrees 4 minutes 30 seconds west 41.15 feet to
i
point;
RUNNING THENCE easterly along the division line between Royal Executive Park III and land
now or formerly of Hipo Fealty Corporation, North 53 degrees 01 minutes East 550.50 feed
North 52 degrees 20 minutes East 50.00 Beet and North 53 degrees 24 nukutes East 244.42 feet to
the point and place of BEGINNING.
PARCEL
ALL that certain plot,piece or parcel of land, situate, Ding and berg in the Town of Greenwich,
State of Connecticut,being more particularly hounded and described as follows:
BEGINNWG at a point on the merest line of King Street, said point berg the interseetion of the
division line between lards of Royal Executive Parr Il and lands of Matin Realty, Inc. with the
west line of King Street;
RUNNING THENCE westerly along said division line, South 68 degrees 50 minutes west
354. 7 feet to a point on the New York-Connecticut State line;
BUNKING THENCE northerly along the New orl-Connecticut Mate line,forth-21 degrees 53
minutes west 440.00 feet to a point;
RUNNING NG THENCE easterly along the division line between Royal Executive Parr I and royal
Executive Park III, Forth 54 degrees 06 minutes East 148.98 feet to a point on the west line o
King Street;
RUNNING THENCE southerly along the merest line of King Street, South 45 degrees 07 minutes
East 2 3 8.46feet, South 44 degrees 44 minutes East 111.05 feet and South 46 demos 14,minutes
East 174.96 feet to the point and dace of BEGTNNING.
AS shown on that certain reap filed in the Westchester County Clerk's Uf c —Division of Land
Records on October I , 1986 as Map No. 2 473 and 22474 as"]loyal Executive Park Iv"
TOGETHER with the following easements which are hereby granted in perpetuity by the party of
the first part to the party of the second part,its heirs, successors and assigns:
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0117940--M4
ATTACHMENT J
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ALL that certain plot, piece or parcel of land, situate, lying and being in the Villages o c
Y
Brook and Harrison, Towns of Rye and Harrison, Westchester County and State of New York
and partly in the Town of Greenwich, County of Fairfield and State of Connecticut being more
particularly bounded and described as follows:
BEGINNING at a point on the westerly side of Ding Street, distant South 19 degrees 221Dinut
East 163. 7 feet., South 9 degrees 03 minutes 30 seconds East, 10.20 feet, South 18 degrees 50
minutes 55 seconds East 33.71 feet, southerly on a curve to the left having radius of 1600.00
feet a distance of 356.44 feet, South 31 degrees 36 minutes 45 seconds East, 50.16 feet and
southerly on a curare to the left having a radius of 1600.00 feet a distance of 2.6 feet as measured
along the same f m the southerly line of lands now or formerly of Hipo Realty Corporation;
RUNNING THENCE from said point of beginning westerly through lands-now or formerly of
Royal Executive Park along the north lire of the access drive 420.30 feet along the arc of a circle
curving to the right with a radius of 2,008.24 feet and South 69 degrees 51 minutes west 72,00
feet to a point; ,
RUNNING THENCE still westerly through lands of loyal Executive Parr, South 68 degrees 21
minutes 2 3 seconds west 540-60 feet, 309.81 feet along the arc of a circle curving left with a
radius of 341.36 feet and South 16 degrees 21 minutes 23 seconds West, 9.66 feet to a point;
RUNNING THENCE southerly along the division line between Royal Executive Park I and
Royal Executive Park lII, South 73 degrees 33 minutes East 61.36 feet, 264.07 feet along the are
of a circle curving to the right with a radius of 600.00 feet, South 48 degrees 20 minutes East
295.00 feet, 404.92 feet along the are of a circle curving to the left with a radius of 800.00 feet
and South 77 degrees 20 minutes East 215.99 feet to a point on the division line between I ands of
Royal Executive Parr I and lands of Matin Realty,Inc.; -
RLT
NNfNG 'l-I 1 T easterly o x said division line,North degrees minutes East567.60.
feet to a point
MENCE running North 21 degrees 53 minutes west 440.00 feet and North 54 degrees 06.
minutes East 149.98 feet to the westerly side of Kings Street; and
THENCE northerly along the same Forth 45 degrees 19 minutes 07 seconds West 133.43 feet,
North 42 degrees 5 0 minutes 10 seconds west 223.32 feet and along a curve to the right having-a
radius of 1600,00 feet a distance of 310.82 feet to the,paint or place of BEGINNING.
TOGETHER with the easements denoted as " t rm Drain Easement", "Water Hain. Easements"
"Access Drive Easement", "S 't Sever Easement Section -r, "Sanity Serer Easement
Section E- 'reserved in a certain deed from loyal Executive Park I to loyal Executive Park 1I
dated February 2 91 1984 and recorded March 2, 1984 in Lifer 7904 ep. 5 1.0.
TOGETHER with the benefits and subject to the burdens of a certain "'Grant of Easement"
between Royal Executive Park I and loyal Executive parr 11, dated December 1 , 196 and
recorded January 13, 1987 in Eiher 8700 cp. 262,
TOGETHER with the benefits and subject to the burdens of a certain "Reciprocal Easement
Agreement'between Royal Executive Parr I} loyal Executive Park H and Royal Executive Park
in, dated Ienher 1 , 1986 and recorded January 13, 197 in Lrher 8700 e . 22 .
ATTACHMENT J `
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PARCEJ�..� :
ALL that certain plot, piece or parcel of land, situate, lyiing and being in the villages of Rye
Brook and Harrison, Towns of Rye and Harrison, Westchester County and State of New York
being more particularly bounded and described as follows:
BEGINNING at a point on the west line of King Street, said punt being the intersection of the
division line between lands of Royal Executive Park and lairds now or formerly of Hi.po Realty
Corporation with the west Iirne of King Street;
RLTNNWG THENCE southerly along the west line of Ding Street, South. 19 degrees 22 minutes
East 163.67 feet, South 8 degrees 03 minutes 30 seconds East, 10.20 feet, South 18 degrees 50
minutes 55 seconds fast 33.71 feet on a curve to the left having a radius of,1600.00 feet
distance of 356.44. feet, South 31 degrees 36 minutes 45 seconds East 50.16 feet and on a curve
to the left having a radius of 1600.00 feet a distance of 2.6 feet to a point;
RUNNING.THENCE westerly through lands now or formerly of Royal Executive Park along the.
north line of the access drive 420,30 Feet along the arc of a.eircle curvmg to the right with a
radius of 2 008.24 feet and.South 68 degrees 51 minutes west 72.00 feet to a point;
RUNNING THENCE still westerly through lands of Royal Executive Park, South 68 degrees 21
minutes 23 seconds west 540.60 feet, 309.81 feet along the are of a circle curving to the left with
radius of 341.36 feet and'South 16 degrees 21 minutes 23 seconds West 5.49 feet to a point;
THENCE gunning Forth 23 degrees 49 minutes 06 seconds Nest 63 2.3 7 feet to a point;
RUNNING THENCE easterly along the division line between land now-or formerly of Royal
Executive parr and lands now or formerly of Hipo Realty Corporation, North 53 degrees 2
minutes fast 257.38 feet, North 52 degrees 18 minutes East 233.00 feet, north 62 degrees 20
minutes East 26.00 feet and Forth 67 degrees 34.minutes East 801.60 feet to the point or place of
BEGINNING.
TOGETHER with the, "water MainEasements" "A=ss Drive Easement", `Sanitary Sewer
Easement Section ^1", "Sanitary Sewer Easement Section 41°' as set forth in a certain deed
from Royal Executive Park I to Royal Executive Parr II, dated February 29, 1984 and recorded
March 2, 19 84 in Fiber 794 ep. 5 10. -
TOGETHER with the easements denoted as '.#Storm Drain Easement", "water Main Easement
(Easement A, Easement 1 , "Access ITive Easement", "Sanitary Sewer Easement- Section E-1",
"Electrical Conduit Easement'and"Sprix l r System Easement'reserved in a certain deed from
Royal Executive Park H to loyal Executive Park III, darted December- 18, 1986 and recorded
January 1 , 197 in Fiber 8701 cp. 6.
T GETI-fE w7ith the benefits and subject to the burdens of certain `Grant of Easem nf'
between Royal cal Executive Farb I and loyal Executive Parr II, dated December 17, 1986.and
recorded Janus 1 , 197 in Fiber 8700 cp. 26 .
TOGETHER with the benefits and subject to the burdens of a certain "Reciprocal Easement
Agreement"between Royal Executive Faris f, loyal Executive Park II and Royal Executive Park
III,dated December 18, 1986 and recorded.January 1 , 1987 in Fiber 8700 ep. 223.
ATTACHMENT J
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PA,RCEL 6.
ALL that certain plot, piece or parcel -of land, situate, lying and being in the Villages of Rye
Brook and Harrison, Towns of Rye and Harrison, Westchester County and State of New York
being more particularly bounded and described as follows:
BEGMNI G at a point on the south property line oflands now or formerly of Hipo Realty
Corporation said point being the following ooures and distances fonn the west line of King
Street as measured westerly along the division line between lands now or formerly of Hipo
Realty Corporation and Royal Executive Park II, South 67 degrees 34 minutes west 801.60 feet,
South 62 degrees 20 minutes Nest 26. 0 feet, South 52 degrees 18 minutes west 233.00 feet and
South 53 degrees 24 minutes west 257.38 feet to beginning point;
RUNNING THENCE southerly along the division line between Royal Executive park 11 and
Royal Executive Park III, South 2 degrees 49 minutes 06 seconds East, 2.37 feet to a point;
RUNNING THENCE southerly along the division line- between Royal Executive Park I and
Royal Executive Park III, South 16 degrees 21 minutes 23 seconds west 4.17 feet, South 73
degrees 33 minutes.East 61.36 feet, 264.07 feet along the are of a circle curing to the right with a
radius of 600.00 feet, South 48 degrees 20 minutes Last 295.00 feet, 404.92 feet along the are of
circle curving to the left with a radius of 800.00 feet and South 77 degrees 20 minutes East
215.99 feet to a point on the division line between lairds of Royal Executive Park.I and lands of
latin Realty,Inc.;
RUNNING THENCE westerly along said division line, South 78 degrees 40 mutes west
411.20 feet south 78 degrees 15 minutes Nest 98.00 feet South 82 degrees 07 minutes west
585.50 feet South. 5 degrees 13 minutes west 35.10 feet South 77 degrees 03 'minutes west
29,10 feet and South 12 degrees 20 minutes West 147.10 feet to a point on the east boundary line
of lands of State University of New York;
RUNNING THENCE northerly along the-division line between land of Royal Executive Park IU
and land of State University of New York, North 45 degrees 52 minutes Nest 22.10 feet, North
62 degrees 25 minutes west 23 .70 feet, South 34 degrees 25 minutes 40 seconds west 40.46
feet,North 52 degrees 24 minutes west 35.44 feet,North 43 degrees 38 minutes west 66.70 feet,
North 21 degrees 08 minutes 30 seconds west 35.4+4 feet, North 43 degrees 38 minutes west
66.70 feet, forth 21 degrees 08 minutes 30 seconds west 79.16 feet, North 15 degrees 05
minutes 30 seconds west 373.31 feet and North 1.0 degrees 40 minutes 30 seconds west 481.15
feet to a point;
RUNNING THENCE easterly along the division line between Royal Executive Park III and lands
now or formerly of Hipo Realty Corporation, North 53 degrees 01 minutes fast 550.50 feet
North 52 degrees 20 minutes East 50.00 feet and North 53 degrees 24 minutes East 244.42 feet to
the point or place of BEGINNTNCi.
DI 1794NO24
ATTACHMENT J
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I II'
E iBI T C
Legal Description of the Residential Property
ATTACHMENT J
I
I
i
Deed Descrintion fiber 11894
ALL that certain plot,piece or parcel of land, situate,lying and being in the Villages of Rye Brook and
Harrison,Towns of Rye and Hani on,Westchester County and Mate of New York, being more
particularly bounded and described as follows:
BEGRINING at a point on the south property line of lands now or formerly of I-Epo Realty Corporation,
said point being the following courses and distances fxorn the west line of Ding Street as measLued
westerly along the division line between lands now or formerly of Hipo Realty Corporation and Royal
Executive Park II, South 67 degrees 34 minutes West 801.60 feet., South 62 degrees 20 minutes West
26.00 feet, South 52 degrees 18 minutes west 233.00 feet and.South 53 degrees 24 minutes west 7.
feet to begging point;
`r THENCE southerly along the division line between Royal Executive Park II and Royal
l
Executive Park I11, South 23 degrees 49 minutes 06 seconds East 632.37 feet to a point;
RUNNING THENCE southerly along the division line between Royal Executive Park I and Royal
Executive Park III, South 16 degrees 21 mutes 23 seconds West 4.17 feet', South 73 degrees 33 minutes
Fit 61.36 feet,264.07 feet along the arc of a circle curving to the right with a radius of 600.00 Feet,
South 48 degrees 20 rninutes Fast 295.00 feet,404.92 feet along the are of a circle curving to the left with
a radius of 800.00 feet and South 77 degrees 20 minutes East 215.99 feet to a point on the division line
between lauds of Royal Executive Park I and lands of Matin Realty, Inc.;
RUNNING THENCE westerly along said division line,South 78 degrees 40 minutes west 411.20 feet.,
South 78 degrees 15 minutes west 98.00 fed, South 82 degrees 07 minutes Vest 585.50 feet, Soutb 7
degrees 13 minutes west 33 .1 o feet,South 77 degrees 03 minutes west 29.10 feet and South 12 degrees
20 minutes West 147.10 feet to a point on the east boundary line of lands of State University of New
York;
RUNNING THENCE northerly along the division line between lands of Royal Executive Park IIl and
lands of State University of New York,North 45 degrees 52 minutes west 22,10 feet,North 62 degrees
25 minutes west 236.70 feet, South 34 degrees 25 minutes 40 seconds West 40.46 feet,North degrees
24 minutes West 35.44 feet,'North 43 degrees 38 minutes West' '.7o feet,North 21 degrees minutes
30 seconds Vest 79.16 feet,North 15 degrees 05 minutes 30 seconds west 373.31 feet and forth 1
degrees 40 minutes 30 seconds West 481.15 feet to a point; .
RUNNING THENCE easterly along the division lime between Royal Executive Park III and lands now or
formerly of Hipo-Fealty Corporation,North 53 degrees o 1 minutes East 5 50.50 feet,North 5 2 degrees 20
minutes East 50-00 feet and North,53 degrees 24 minutes East 244.42 feet to the point and place of
f E x1NNTN .
Together with the benefits of the Access Easement A and B and the Jogging Path Easement contained in
the Deed made by Royal Executive Park III, dated December� 1997 and recorded December 26, 1997
in Liber 11993 cp. 32 .
i
ATTACHMENT J
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I
EASEMENTS GRANTED PER EASEMENT AGREEMENT
TOGETHER WITH the benefits of those certain non.-exclusive casements described below as contained
and set forth in that certain Easement Agreement by and between Lee son Operating Partnership,L.P.
and SC Rye Brook Partners,LLC dated as of May 9,2016, and to be recorded in the Office of the
Westchester County Clerk Division of sand Records,as follows;
a Easements for m" gre s and egress and easement for emergence vehicular and pedestrian
access; and
b Easement for ignagc, aid
c Easement for Encroaehunents;and
d Easements for Construction and Maintenance of Bordering Improvements;and
e Easement for Utilities;and
f Easement for Construction of International Drive.
SUBJECT,HOWDMR,to the burdens and obligations contained in the aforementioned Easement
Agreement.
DescriDtion as per Survey dated January , 1 :
ALL that certain plot,piece or parcel of land,situate,lying and being in the Villages of Rye Brook and
Harrison,Towns of Rye and Harrison,Westchester County and Mate of New York being more
particularly bounded and described as chows;
BEGD4 TI G at a port on the south property`line of lands-now or formerly of Hipo Realty Corporation,
said point being the following courses and distances from the vest'lire of Ring Street as measured
westerly along the division line between lands now or formerly of Hipo Realty Corporation and Royal
Executive park II, South 67 degrees 34 minutes west 801.60 feet, South 62 degrees 20 minutes west
26.00 feet,South 52 degrees 18 rninutesNest 233-00 feet and Borth 53 degrees 24 minutes west 257.38
feet to begmwng point
RUNNING THENCE southerly along the division lime between Royal Executive Park Il and Royal
Executive Park M,South 23 degrees 49 minutes 06 seconds East 632.37 feet 629.47 feet on survey)to a
pout,
RUNNING THENCE along the division line between Royal Executive Park I and Royal Executive Park
III in a southerly direction on a curve to the left laving a radius of 341.36 feet length of 3.06 feet;
RUNNING THENCE South 16 degrm 21 minutes 23 seconds west 4.17 feet 9.66 feet survey),South
73 degrees 33 minutes East 61.36 fit,
a 264.07 feet along the are of a circle curving to the right with a radius of 600.00 feet, South 48 degrees 20
minutes East 295.00 feet,
404. 2 feet along the arc of a circle curving to the left with a radius of 800.00 feet and
South 7 degrees 20 minutes East 215.99 feet to a point on the division line between lands of Royal
Executive Park I and lands of Matin Really,Inc.;
RUNNING THENCE westerly a]ong said division line,
South 78 degrees 40 minutes west 411.20 feet,
South 78 degrees 15 minutes west 9 . 0 feet,
South 82 degrees 07 minutes west 585.50 feet,
ATTACHMENT J
i
a
South 75 degrees 13 minutes west 335.10 feet,
South 77 degrees 03 minutes West 29.10 feet,
South 12 degrees 24 minutes west 1.47,10 Feet to a point on the east boundary line of lands of State
University of New York;
RUNNING THENCE northerly along the division Une between lands of Royal Exec;utie Park III and E
lands of State University of New York,
North 45 degrees 52 minutes west 22.10 feet,
North 62 degrees 25 minutes West 236.70 feet,
South 34 degrees 25 minutes 40 seconds west 40.46 feet,
North 52 degrees 24 minutes West 35.44 feet,
North 43 degrees 38 minutes Test 66.70 feet,
North 21 degrees 08 minutes 30 seconds Nest 79.16 feet,
North 15 degrees 05 minutes 30 seconds west 373.31 feet.
North 10 degrees 48 minutes 30 seconds West 481.15 feet;
RLINNING THENCE easterly along the division line between Royal Executive Park III and lands now or
formerly of Hipo Realty Corporation,
North 53 degrees 01 minutes East 550.50 feet.
North 52 degrees 20 minutes East 50.00 feet
North 53 degrees 24 minutes East 244.42 feet to the point and place of BEGINNING.
Together with the benefits of the Access Easement A and B and the Jogging Patna Easement contained in
the Reed made by Royal Executive Park III,dated December 1997 and recorded December 261, 1997
in Liber 118 93 ep. 3 24.
EASEMENTS GRANTER PER EASFAMNT AGREEMENT
TOGETHER WITH the benefits of those certain non-exclusive easements described below as contained
and set forth in that certain Easement Agreement by and between Reekson Operating Partnership,L.P.
and SC Rye Brook Partners,LLC dated as of May 9,2016,and to be recorded in the Office of the
Westchester County Clerk,Division of Land Records,as follows:
a) Easements for ingress and egress and easement for emergency vehicular and pedestrian
access;and
b) Easement for Signage;and
c) Easement for Encroachments;and
d) Easements for Construction and Maintenance of Bordering Improvements; and
e) Easement for[utilities;and
f) Easement for Construction of International Drive.
SUBJECT,HONVEVEP,to the burdens and obligations contained in the aforementioned Easement
Agreement.
ATTACHMENT J
XMBI1 D
Legal Description of the Commercial Property
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Schedule A Lnsction)
PARCEL 1.
ALL that certain plod piece or parcel of land, situate, lying and being in the Towns of Rye and
Harrison, County of Westchester and Statc of New Park and partly in the Town of Greenwich,
County of Fairfield, State of Connecticut,bounded and described as follows:
BEGINNING at a point on the w sterly side ofKing Street adjoining the southcast comer of land
formerly of Chis olm'a ct now or formerly belonging to Straus;
THENCE running along said westerly aide of King Street and the following courses and
distances. South 19 degrees 22 minutes East 173.67 feet;
South 22 degrees 38 mm'nutes East 114.4 feet; South 26 degrees 2 8 xxdnutcs East 70 feet; South 27
degrees 29 minutes East 60 feet; South 28 degrees 31 minutes East 126 feet; South 30 degrees 56
minutes East 100.1 feet; South 33 degrees 52 minutes East.2 .1 feet; South 39 degrees 4
minutes East 29.2 feet; South 25 degrees 29 minutes East 6 feet; South 31 degrees 6 minutes East
29.4 few South 35 degrees 37 minutes East 16.1 feet; South 41 degas 31 minutes Lust 267
feet; -
South 43 degrees 30 minutes East 320.07 Beet; South 44 degrees 44 minutes East 287.5 feet; and
South 46 degrees 14 minutes East 178.E feet to the northeast corner of land formerly of
McClenahan,now or formerly belonging to Kings Ridge Golf Club;
THENCE running along the northerly line of said last mentioned line the following courses and
distances; South 68 degrees 50 minutes west 931.1 feet;
South 78 degrees 40 minutes west 435.2 feet;
South 78 degrees 15 minutes west 98 feet; South 82 degrees 07 minutes west 585.5 feet; South
75 degrees 13 minutes west 335.1 feet; South 77 degrees 03 minutes west 29.1 feet;and
South 12 degrees 20 minutes west 147.1 feet to the easterly line of l d formerly of Hugh J.
hishom,Jr.;THENCE running along said easterly line of said last mentioned land the following
courses and distances:
North 45 degrees 52 minutes west 22.1 feet;North 62 degrees 25 minutes west 236.7 feet;
South 34 degrees 25 minutes 40 seconds west crossing Blind Brook, 40.46 feet; North 52
degrees 24 minutes Nest 3 5.44 feet; .
North 43 degrees 38 minutes west 66.7 feet;
North 21. degree's 08 minutes 30 seconds West 79.16 feet;
North 15 degrees 05 minutes 30 seconds west 373.31 feet; and
North 10 degrees 48 minutes 30 seconds west 41.15 feet to the southerly line of said land
formerly of CMsholrn now or formerly of Straus;
THENCE running along the southerly line of said last mentioned lard the following courses and
distances:North 53 degrees 01 minutes East 5 .5 feet;
North 2 degrees 2 minutes East 5 feet
North 53 degrees 24 minutes East 501.8 feet- North_, 52 degrees 18 minutes East 233 feet; North
62 degrees 20 minutes East 26 feet; and
North 67 degrees 34 minutes East 801.6 feet to the westerly side of King Street at the point of
BEGINNING. EXCEPTING therefrom so much as was conveyed to Royal Executive Park 1I by
deed recorded in Liber 704 cp. 510.
FURTHER excepting therefrom so much as was taken by the New York Mate Department of
Transportation by Notice of
0117940-024
ATTACHMENT J
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Appropriation recorded September 12, 19 84 in Liber 7959 cp. 94 and as shown on filed snap no.
21712.
PARCEL 2:
PARCEL A:
ALL that certain plot, piece or parccl of land, situate, leg and being in the Villages of Rye
Brook and Hamson, and Towns of
Rare and Harrison,Westchester County and State of New York, being more particularly bounded
and described as follows'.
BEGINNING at a point on the west line of King Street, said point being the intersection of the
division hirie between lands of
Royal Executive Park and lands now or formerly of Hipo Realty Corporation with the west line
of Ding Street;
RUNNING THENCE southerly along the west litre of King Street, South 19 degrees 22 minutes
East 173.67 feet, South 22 degrees 38 minutes East 114.4 feet, South 26 degrees 28 minutes East
70.00 feet, South 27 degrees 29 minutes East 60.00 feet, South 28 degrees 31 minutes East
12 .00 feet and South 30 degrees 56 minutes East 7 .09 feet to a point;
RLTNNING THENCE westerly through lands of Royal Executive Park along the north line of the
access drive 432.09 feet along the are of a circle curving to the right with a radius of 2,008.24
feet and South 69 degrees 51 minuutes west f72, o feet t a point;
RUNNING THENCE stall westerly through lands of Royal Executive Park, South 68 degrees 21
minutes 23 seconds west 540.60 feet, 309.81 feet along the are of a circle curving to the left with
a radius of 341.36 feet and South 16 degrees 21 minutes 23 seconds west 9.66 feet to a point;
RUNNINGTHENCE southerly through lands o Royal Executive Park, South 73 degrees 33
mutes East 61.36 feet, 264. 7 feet along the arc of acircle curving to the right with a radius of
6
�. feet, outli degrees minutes East 295. feed
44.92 feet along the arc of a circle curving to the left with a radius of 800.00 feet and South 77-
degrees 27 minutes East 215.99 feet to a point on the division line between lands of Royal
Executive Park and lands of Matin Realty,Inc.;
RUNNING THENCE westerly along the division line between Royal Executive Park and lands
of Matin Realty, fnc., South 78 degrees 40 minutes West 411.20 feet, South 78 degrees 15
minutes west 98.00 feet, South 82 degrees 07 minutes west 585.50 feet, South 75 degrees 1
minutes west 3 3 5.10 feet, South 77 degrees 3 minutes west 2 .10 feet and �ou#h 12 deg reel20
minutes west 147.10 feet to a point on iLhe east boundary line of lands of State University of New
York;
RUNNING THENCE northerly along the division line between land of Royal Executive Part
and land of State University of New York, North 45 degrees 52 n-dnutes west 2 .10 feet, Forth
62 degrees 25 minutes west 236.70 feet, North 34 degrees 25 minutes 40 seconds Nest 40.46
feet,forth 52 degrees 24 minutes west 35.44 feet,forth 43 degrees 38 minutes west 66.70 feet,
North 21 degrees 08 minutes 30 seconds west 79.16 feet, North 15 degrees 05 minutes 3
seconds West 373.31 feet and Narth 10 degrees 48 minutes 30 seconds West 48 1.15 fee to the a
point;
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RUNNMG THENCE easterly along the division fine between land of Royal Executive Park and
lands now or formerly of Hipo Realtor Corporation, North 53 degrees 01 minutes East 550.50
feet,North 52 degrees 20 minutes East 50.00 feet,North 53 degrees 24 minutes East 501.80 feet
North 52 degrees 18 minutes East 233.00 feet, forth 62 degrees 20 minutes East 26.00 feet and
North 67 degrees 34 mutes East 801.60 feet to the point or place of BEGINNING.
PARCEL B:
ALL that certain plot,piece or parcel of lard, situate, lying and being in the Town of Greenwich,
Mate of Connecticut,being more particularly bounded and described as follows:
BEGMNING at a point on the west line of King Street, said point being in the intersection of the
division lime between lands of Royal Executive Park and lams of 1latin Realty, Inc. with the
west lime of King Street;
RUNNING G THENCE westerly along said division lire, youth 68 degrees 50 minutes west
363.50 feet to a point on the New York- onneetcut Mate line;
RUNNING THENCE northerly througb lands of Royal Executive Park and along the New York.
Connec ,cut Mate line,North 21 degrees 53 minutes west 440.00 feet to a point;
RUNNING THENCE easterly through Royal Executive Park, North.54 degrees 06 minutes East
160.85 feet to a point on the west lime of King Street;
RUNNING THENCE southerly along the vest line-of King Street, South 43 degrees 30 minutes i
East 60.08 feet, South 44 degrees 44 minutes East 287.50 feet and South-46 degrees 14 minutes
East 178.60 feet to a point and dace of BE KIN . -
TO ETHER with the following casements which are hereby meted in perpetuity to the pasty of
the second part,its heirs,successors and assigns:
EARCIEL 3:
ALL that amain plot, piece or parcel of land, situate, lying and being in the Villages of lye
Brook and Harrison, "Towns of Rye and Harrison, Westchester County and State of New York,
being more particularly bounded and deseribed as follows:
PARCEL A:
BEGINNING at a point on the south property line of lands now or formerly of Hipo Realty
Corporation, said point being the following courses and distances from the west line of King
Street as measured westerly along the division line between lands now or formerly of Hip
Fealty Corporation and royal Executive Park II, South 67 degrees 34 minutes west 801.60 feet,
South 6 -degrees 20 minutes west 25.00 feet, South 52 degrees 18 minutes west 3 3.00 feet and
South 53 degrees 24 ininutes west 257.39 feet to beginning point;
RUNNING THENCE southerly along the division line between Royal Executive Park II and
Loyal Executive Parr I , South 23 degrees 49 minutes 06 seconds East 632.37 feet to a point;
RUNNING THENCE southerly along the division line between Royal Executive Parr I and
_ Royal Executive Park III, South 16 degrees 21 minutes 23 seconds West 4-17 feet, South 73
degrees 33 minutes East 61.36 feet, 254.07 feet along the arc of a circle curving to the right with
a radius of 600.00 feet, South 48 degrees 20 minutes East 404.92 feet along the arc of a circle
or a a-024
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curving to the left with a radius of 800.00 feet and South 77 degrees 20 minutes East 215.99 feet
to a point on the division line between lands of Royal Executive Park I and lands of llrlatin
Realtor,Inc.;
RUNNING THENCE westerly along said division line, South 78 degrees 40 minutes west
411.20 feet, South 76 degrees 15 minutes West 98.00 feet South 82 degrees 07 minutes,west
. o feet, South 75 degrees 13 minutes west 33 .10.feet, South 77 degrees 03 minutes west
9.1 o feet and South 12 degrees 20 minutes'west 147.1 feet to a point on the east boundary line
of lands of State University of New York;
RLTNNNG THENCE northerly along the division line between-lands of Royal Executive Park III
and lands of Mate Unzveisity of New York,Forth 45 degrees 52 minutes west 22.1 feed Forth
62 degrees 25 minutes west 236.70 feet, South 34 degrees 25 minutes 40 seconds west 40.46
feet, North 5 2 degrees 24 minutes west 3 5.44 feet,North 43 degrees 3 8 minutes west 66.11 feet,
North 21 degrees 08 minutes 30 seconds West 79.16 feet North 15 degrees 05 minutes 30
seconds West 373.31 feet and Forth 10 degrees 4 minutes 30 seconds west 481.15 feet to
point;
RUNNING THENCE easterly along the division line between Royal Executive Parr III and lands
now or formerly of Hipo Realty Corporatior, forth 53 degrees 01 minutes East 550.50 feet,
Forth 52 degrees 20 minutes East 50.00 feet and forth 53 degrees 24 minutes East 244.42 feet to
the point and place of BE MINI.
PARCEL B;
ALL,that certain plot, piece or parcel of land, situate,lying and being in the Town of Greenwich,
State of Connecticut,berg more particularly bounded and described as follows:
BEGINNING at a point on the west line of King Sit, said point being the intersection of the
division line between lands of Royal Executive Park II and lands of l l tin Realty,-Inc.-with the
west lime of King Street;
RUNNING THENCE westerly along said division lime, South 68 dues 50 minutes West
34. 7 feet to a paint on the New York-Connecticut Mate line;
RUNNING THENCE northerly along the New York-Connecticut Mate line,Forth 21 degrees 53
minutes west 440.00 feet to a point;RUNNING THENCE easterly along the division line between Royal Executive Park I and Royal
Executive Park 111, forth 54 degrees 06 minutes East 149.98 Feet to a point on the west line of
King Street;
RUNNING If G TTIENCE southerly along the west-line of Ding Street, South 45.degrees 07 minutes
East 23 .4 feet, South 44 degrees 44 minutes East 111.05 feet and South 46 degrees 14 minutes
East-174.96 feet to the point and place of BEGINNING.
AS shown on that certain reap filed in the Westchester County Clerk's Office—Division of Land
Records on sober 10, 1986 as Map No. 22473 and 22474 as"Royal Executive Park Iv"
TOGETHER with the following easements which are hereby granted in perpetaity by the party of
the first part to the party of the second part its heirs, successors and assigns:
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ATTACHMENT J
PARCEL
ALL that certain plot, piece or parcel of land situate, lying and being in the Villages of Rye
Brook and. Harrison, Towns of Rare and.Harrison, Westchester County and Mate of New York
and partly in the Town of Grcenwich, County of Fairfield and State of Connecticut being more
particularly bounded and described as follows*
BEGINNING t a point on the westerly side of King Street, distant South 19 degrees 22 minutes
East 163.67 fect, South 8 degrees 03 minutes 30 seconds East, 10.20 feet, South 18 degrees 50
minutes 55 seconds Est 33.71 feet, southerly on a curve to-the left having a radius of 1600.0
feet a distance of 3 56.44-feet South 31 degrees 36 minutes 45 seconds Est, 50.16 Feet and
southerly on a curve to the left having a radius of 160 . 0 feet a distance of 2.6 feet as measured
along the same from the southerly line of lands now or formerly r ofHipo Realty Corporation;
RUNNING THENCE from said point of beginning westerly through lands now or formerly of
Royal Executive Park along the north line of the access drive 420.30 feet along the are of a.circle
curing to the right with a radius of 2,008.24 feet and South 69 degrees 51 minutes west 72.00
feet to a point,
RLT NII G THENCE still westerly through lands of Royal Executive Parr, South 68 degrees 21
minutes 23 seconds west 540.60 feet, 3 09. 1 feet along the arc of a Circle curving left with a
radius of 341.E 6 feet and South 16 degrees 21 minutes 23 seconds West,9.66 feet to a point;
RUNNING THENCE southerly along the division line between Royal Executive Park I and
Royal Executive Park M, South 73 degrees 33 minutes East 61.36 feet, 264.07 feet along the are
of a circle caring to the right With a radius of 60.00 feet, South 48 degrees 20 minutes East
295
. feet, 404.9 feet along the arc f a circle curving to the left with a era ius of 0.00 feet
and South 77 degrees 20 minutes East 215.99 feet to a Point on the division line between lands o
Royal Executive Parr I and lards of 1 Iatin Realty, Inc.; -
RUNNING THENCE easterly along said division line, North 68 degrees 50 minutes East 567.60
feet to a point
THENCE running North 21 degrees 53 minutes west 440-00 feet and North. 54 degrees 0
minutes East 148.98 feet to the westerly side of Kings Street; and
THENCE northerly along the same North 45 degrees 19 minutes 07 seconds west 133.43 feet,
Forth 42 degrees 50'minutes 10 seconds west 22 .32 feet and along a curve to the right having a
radius of 10 . 0 feet a distance of 3 1 . 2 feet to the point or place BEGR4NING.
TOGETHER with the easementsdenoted as `Ston n brain Easemenf "water Main Easements"
"Access Drive Easement'', "Sanitary Sewer Easement Section -r, `*Sanitary Severer Easement
Section E-III'reserved is a certain deed from.Royal'Eeeutive Park I to Royal Executive Park 11,
dated February 29, 1984 and recorded March 2, 1984 in Liber 7904 op. 510.
TOGETHER with the benefits and subject to the burdens of a certain "Grant of E .ernent"
between, Royal Executive Park I- and Royal Executive Park II, dated December 17, 1986 and ,
recorded January 13, 1987 in Liber 8700 cp. 262.
TOGETHER with the benefits and subject to the burdens of a certain "Reciprocal Easement
Agreement''between Royal Executive Park I, Royal Executive Park I1 and Loyal Executive Park
III, dated December 189 1986 and recorded January 13, 1987 in Liber 8700 ep. 223.
14595 59.doc
ATTACHMENT J
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PARCEL
ALL that cedain plod piece or parcel of lard, situate, lying and bang m the Villages of Rye
Brook and Harrison, Towns of Rye and Harrison, Westchester County and-State of New York
being more particularly bounded and described as follows:
BEGINNING at a point on the west lire of King Street, said point being the intersection of the
division line between lands of Royal Executive Park and lands now or formerly of Ipo Realty
Corporation with the west line of King Street;
RUNNING THENCE southerly along the west line of Ong Street, South 19 d egees 22 minutes
East 163. 7 feet,.South 8 degrees 03 minutes 30 seconds East, 10.20 feet, South 18 degrees 50
minutes 55 seconds East 33.71 feet on a curve to-the left .having a radius of 1600.00 feet
distance of 356.44 feet, South 31 degrees 36 minutes 45 seconds East 50.16 feet-and on a curve
o the loft having a radius of 1600.00 feet a distance of 2.6feet to a point;
RUNNING THENCE westerly through lams now or formerly of Royal Executive Park along the
north line of the access drive 420.30 feet along the are of a circle cure g to the right with a
radius of 2,008.24 feet and South 68 degrees 51 minutes west 72.0 'feet to a point;
RUNNING THENCE still westerly through hinds of royal Executive Park, South 68 degrees 21
minutes 23 seconds west 540.60 feet,309.81 feet along the arc of a circle curving to the left with
a radius of 341.36 feet and South 16 degrees 21 minutes 23 seconds west 5.49 feet to a point;
THENCE running North 23 degrees 49 minutes 06 seconds west 63 2.3 7 feet to a point;
RUNNING THENCE easterly along the division line between laud now'or formerly of Royal
Executive parr and lands now or formerly of Hipo Realty r Corporation, North 53 degrees 24
minutes East 257.38 feet, North 52 degrees 18 minutes East 233.00 feet, north 62 degrees 20 ,
minutes East 26.00 feet and North 67 degrees 34 minutes East 801.60 feet to the point or place of
BEGINNING.
TOGETHER with-the "'water Main Easements' "AccessI e Easemenf', "'Sanitary Sewer
Easement Section -I", " anima Sewer Easement Section -1" as set forth in a certain deed
from, Royal Executive Park 1 to Royal Executive Park II, dated February 29, 1984 and recorded
March 2,-1 84 in Liber 7904 cp. 510.
TOGETHER with the easements denoted as " torn Drain Easement", "water Main Eas rnenf",
(Easement A,dement `Access hire Easement","'Sanitary Sewer Emmet—section B-I",
"Electrical Conduit Easement'' and"Sprinkler Systern Easement"reserved in a certain deed from
Royal Executive Park H to Royal Executive Park M. dated December 18, 198 and recorded
January 13, 1987 in Liber 8701 cp. 6.
TOGETHER with the benefits and subject to the burdens of a certain "rant of Easement"
betw n Royal Executive Park I and Royal Executive Park IT, dated December 17, 1986 and
recorded January 13, 1987 in Lifer 8700 cp.26 .
TOGETHER with the benefits and subject to the burdens of a certain "Reciprocal Easement
A reement"between Royal Executive Park I, Royal Executive Park II and Royal Executive Park
Ul, dated December 18, 1986 and recorded January 13, 1987 in Liber 8700 cp. 223.
0117940-024
ATTACHMENT J
RECKSON
A Division of
SL GREEN
REALTY CORP.
November 28, 2016
Robert N. Dale
SC Rye Brook Partners, LLC.
3 Memorial Avenue
Pawling, NY 12564
Attn: Accounting Department
Re: Easement Agreement dated May 9th 201.6 between R son Overating Partnership, LY and
SC Rye Brook Partners LLC
Dear Robert:
As per the Easement Agreement, please see attached 2017 Annual Budget Totals for related
costs attributed to the maintenance of International Drive.
The allocation is computed via Article III (c)of the Easement Agreement to reimburse
maintenance expenses.
The costs are summarized as follows:
SC Rye Brook (40. %)
Reckson Operating Partnership (59.2%)
If you have any questions or comments, please do not hesitate to contact me.
Sincerely,
Greg Caggainello
SVP Controller
Financial Asset Management
Tmc/enc
360 pia mllton Avenue [ White Plains, NY 10601 1 p P14,7501200 I f 914.750.7219
ATTACHMENT J
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ESCROW AGREEMENT
Kingfield
Rye Brook,New York
This ESCROW AGREEMENT (the "Agreement") is made as of the day of
, 2017, between SC RYE BROOK PARTNERS LLC (the "Sponsor"), a
Delaware limited liability company having an office at c/o Sun Homes, 3 Memorial Avenue, Suite
301,Pawling,New York 12564 and CUDDY&FEDER LLP (the"Escrow Agent"), a New York
limited liability partnership having an office at 445 Hamilton Avenue, 141h Floor, White Plains,
New York 10601.
1. OFFERING PLAN. Sponsor is the "sponsor" of an offering plan (the "Plan") for
the sale of Homes, Lots or Units ("Units") at the captioned project. Unless the context requires
otherwise, terms used in the Plan shall have the same meanings herein.
2. ENGAGEMENT. Escrow Agent is authorized to act as an escrow agent hereunder
in accordance with New York General Business Law("GBL") Sections 3 52-e(2-b), 3 52-h and the
New York Department of Law's regulations promulgated thereunder. Sponsor hereby engages the
Escrow Agent, and the Escrow Agent hereby accepts engagement, as escrow agent for the purpose
of holding purchasers' downpayments under the Plan. As used in this Agreement,
"downpayments" means any contract deposit and other amounts paid by a purchaser before the
closing of title to his or her Unit, whether such amounts are paid by check, wire transfer or other
means.
3. ESCROW ACCOUNT. In furtherance of its duties hereunder, the Escrow Agent
has established the following escrow account (the"Account") to hold such downpayments:
Cuddy& Feder LLP IOLA Escrow Account No. 5321557935
JP Morgan Chase Bank
235 Main Street
White Plains, New York 10601
The Account is a special type of account, denominated as an "Interest on Lawyers
Account" ("IOLA"). As of the date of this Agreement, Escrow Agent has determined that
purchasers' downpayments under the Plan are"qualified funds"under Judiciary Law Section 497
and are therefore eligible to be held in an IOLA account.
4. SIGNATORIES. Designated attorneys who work for or at the Escrow Agent will
be the only authorized signatories on the Account. The Account will be maintained under the
Escrow Agent's sole and direct supervision and control. All designated signatories are admitted
to practice law in the State of New York. Neither Escrow Agent nor any designated signatories
on the Account are the Sponsor, Selling Agent, Managing Agent(as those terms are defined in the
Plan), or any principal thereof, or have any beneficial interest in any of the foregoing.
C&F:3324317.4
ATTACHMENT K
Escrow Agreement
5. DEPOSITS.
(a) Regulations of the Department of Law require that downpayments be deposited
in the Account within five business days after receipt by Sponsor or its Selling
Agent. The Escrow Agent shall be responsible for depositing each
downpayment into the Account not later than the second business day after
receiving it. The Escrow Agent shall not be responsible to Sponsor for delays
in the transmission of downpayments to the Escrow Agent.
(b) Downpayments must be made payable or endorsed to the order of"Cuddy &
Feder LLP, as Escrow Agent". If the Escrow Agent is unable to deposit a
downpayment (because of lack of proper endorsement or otherwise), it shall
return such downpayment to the purchaser that made it (or to Sponsor or its
Selling Agent, whichever transmitted the downpayment, if such purchaser
cannot be identified),within five business days after the Escrow Agent received
it. Any downpayment thus returned shall not otherwise be deemed to have been
received by the Escrow Agent for purposes of this Agreement.
(c) A purchaser's"deposit", as the term is used in this Agreement,means his or her
downpayment.
6. NOTICES TO PURCHASERS.
(a) Regulations of the Department of Law require the Escrow Agent to give notice
to a purchaser that submits a downpayment,within ten business days after such
downpayment was submitted to Sponsor or its Selling Agent, as to the
depositing of the downpayment, the name and address of the Bank and the
number of the Account. If such notice is not given on time, the purchaser may
have a right to rescind his or her Contract of Sale.
(b) The Escrow Agent shall send such notice, by ordinary mail, promptly after it
receives any purchaser's downpayment. The Escrow Agent shall use its
reasonable best efforts to mail such notice on or before the third business day
after it receives such downpayment,but shall not be liable to Sponsor by reason
of any purchaser's attempted or actual rescission of his or her Contract of Sale.
7. DISBURSEMENT OF DEPOSITS. The Escrow Agent may disburse a purchaser's
deposit only as follows:
(a) The Escrow Agent shall disburse the deposit to the purchaser within five
business days after either party notifies the Escrow Agent that Sponsor has
rejected the purchaser's Contract of Sale.
(b) If the purchaser timely rescinds his or her Contract of Sale, the Escrow Agent
shall disburse the deposit to the purchaser within five business days after being
2
C&F:3324317.4
ATTACHMENT K
Escrow Agreement
notified of such fact. Sponsor may not object to this disbursement unless there
is a dispute as to the purchaser's right to rescind, in which event the dispute
must be resolved as described below.
(c) The Escrow Agent shall disburse amounts paid on account of changes, options
and additional charge selections ("Options") to Sponsor at Sponsor's request,
upon Sponsor's stated undertaking to apply such funds to costs incurred in
connection with supplying, constructing or otherwise implementing the Options
on account of which they were paid. If, as provided in the Plan, costs payable
on account of such Options are required to be paid separately to Sponsor,
Escrow Agent will not be responsible for receiving and disbursing such
payments.
(d) The Escrow Agent shall disburse the deposit to Sponsor upon issuance of a
surety bond to the purchaser, as described in the Plan. In such event,the further
provisions of this Paragraph 7 will not apply, unless such funds are returned to
escrow.
(e) The Escrow Agent shall disburse the deposit to the purchaser within five
business days after the Escrow Agent is notified that the Department of Law
has accepted an amendment abandoning the Plan.
(f) At the purchaser's closing, the Escrow Agent shall disburse the amount of the
purchaser's downpayments to Sponsor.
(g) The Escrow Agent shall disburse the deposit as directed in a writing signed by
both the purchaser and Sponsor, or in identical writings signed by each.
(h) The Escrow Agent shall disburse the deposit in accordance with a determination
of the Department of Law pursuant to dispute resolution procedures contained
in its Regulations.
(i) The Escrow Agent shall disburse the deposit as directed by judgment or order
of a Court of competent jurisdiction. The Escrow Agent may itself commence
an action to determine who is entitled to the deposit.
(j) If so requested by Sponsor, and upon not less than ten days' notice to the
purchaser, the Escrow Agent shall disburse the deposit to Sponsor. However,
the Escrow Agent need not do so if,in the Escrow Agent's reasonable judgment,
such disbursement would be contrary to (1) any written agreement between
Sponsor and the purchaser, including but not limited to the Contract of Sale; (2)
any judgment or order of a Court of competent jurisdiction, whether or not the
Escrow Agent is legally bound thereby; (3) any directive from the Department
of Law; or (4) provisions of law applicable to the transaction. The Escrow
Agent also shall not disburse the deposit if it has, or if it receives notice that any
other party has, made an application to the Department of Law for dispute
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ATTACHMENT K
Escrow Agreement
resolution, or commenced an action to determine who is entitled to the Deposit,
as described above.
(k) Pending resolution of any dispute regarding the deposit,the Escrow Agent may
pay the deposit into the Court before which such dispute is pending (or, if it is
not pending in a Court, into any Court that would be competent to resolve such
a dispute), whereupon the Escrow Agent shall be relieved of further
responsibility for the deposit. If the Escrow Agent was requested by Sponsor
to disburse the deposit to Sponsor as described in the preceding subparagraph,
but the Escrow Agent did not disburse the deposit to Sponsor,the Escrow Agent
shall thus pay the deposit into Court within ten business days after Sponsor's
request, provided that it need not do so if, during such ten-day period, an
application is made (by it or by any other party) to the Department of Law for
resolution of such dispute. Upon paying the deposit into Court, the Escrow
Agent shall promptly give notice thereof to Sponsor, the purchaser and the
Department of Law.
(1) Notwithstanding the foregoing, Sponsor may not apply to the Escrow Agent or
to the Department of Law for disbursement to Sponsor of a defaulting
purchaser's deposit before consummation of the Plan.
8. RECORDKEEPING. The Escrow Agent shall maintain all records concerning the
Account for seven years after all deposits have been disbursed. If the Escrow Agent is dissolved,
the former partners in the Escrow Agent shall make appropriate arrangements for the maintenance
of such records by one such former partner, or by a successor firm, and shall notify the Department
of Law of such arrangements. The Escrow Agent shall make available to the Department of Law,
at its request, all of the Escrow Agent's books and records relating to the Account and the deposits.
9. FIDUCIARY RELATIONSHIP. Escrow Agent shall maintain the Account under
its direct supervision and control. The parties acknowledge that the Escrow Agent has a fiduciary
relationship with purchasers under this Agreement, and the Escrow Agent acknowledges its
fiduciary and statutory obligations to purchasers pursuant to GBL §§ 3 52-e(2-b) and 3 52-h.
Sponsor shall not interfere with the Escrow Agent's discharge of such fiduciary obligations or its
compliance with applicable Regulations of the Department of Law.
10. COMPENSATION. The Escrow Agent's compensation for its service as such shall
be paid by Sponsor pursuant to separate agreement, and shall in no event be paid from any deposit.
Subject to such separate agreement, Sponsor shall also reimburse the Escrow Agent for its actual,
"out-of-pocket" expenses in fulfilling its obligations hereunder, including but not limited to costs
for mailing or courier transmittal of deposits.
11. ADVICE FROM SPONSOR. Sponsor shall promptly give notice to the Escrow
Agent of any event or circumstance that would entitle a purchaser to receive his or her deposit.
The Escrow Agent may rely on the accuracy of any communication from Sponsor or its Selling
Agent. The Escrow Agent may assume that any Contracts of Sale or other writings transmitted to
the Escrow Agent by Sponsor or its Selling Agent have been signed by the parties whose signatures
4
C&F:3324317.4
ATTACHMENT K
Escrow Agreement
appear to have been placed thereon. The Escrow Agent may assume that checks or other financial
instruments transmitted to the Escrow Agent by Sponsor or its Selling Agent have been validly
issued, delivered and (where applicable) endorsed.
12. INDEMNITY. Sponsor agrees to indemnify, hold harmless and defend the Escrow
Agent from and against all costs, claims, damages, liability and expense incurred in connection
with or arising out of this Agreement or the Escrow Agent's service as such, or its actions in
handling and disbursing deposits (including but not limited to any costs incurred in bringing or
defending actions to resolve disputes regarding deposits), other than those arising out of the
Escrow Agent's gross negligence or misappropriation of funds. This indemnity includes, without
limitation, disbursements and attorneys' fees either paid to retain attorneys or representing the
hourly billing rates with respect to legal services rendered by Escrow Agent to itself.
13. TERMINATION. Sponsor's engagement of the Escrow Agent pursuant to this
Agreement shall remain in effect unless and until it is terminated as follows:
(a) Such engagement may be terminated by written notice given by Sponsor to the
Escrow Agent, provided that such termination shall take effect only upon the
filing of an amendment to the Plan with the Department of Law, providing for
a successor escrow agent that meets the requirements set forth in applicable
regulations of the New York State Department of Law.
(b) The Escrow Agent may resign by giving notice to Sponsor of its election to
resign, provided that such resignation shall take effect only upon the filing of
an amendment with the Department of Law providing for a successor escrow
agent that meets the requirements set forth in applicable regulations of the New
York State Department of Law.
(c) If such termination depends on the filing of an amendment to the Plan, Sponsor
shall effect the same with all practical speed.
(d) Such engagement shall terminate after Sponsor has conveyed all Units and all
deposits have been disbursed.
(e) If such engagement is terminated while the Escrow Agent still holds any
deposits, the Escrow Agent shall deliver all such deposits still held by it, and
all contracts or documents held by the Escrow Agent and relating to its service
as such, to the replacement escrow agent.
14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon Sponsor
and the Escrow Agent, and their respective successors and assigns.
15. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its choice of law provisions.
5
C&F:3324317.4
ATTACHMENT K
Escrow Agreement
16. SEVERABILITY. If any provision of this Agreement or the application thereof to
any person or circumstance is determined to be invalid or unenforceable,the remaining provisions
of this Agreement or the application of such provision to other persons or to other circumstances
shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by
law.
17. ENTIRE AGREEMENT. This Agreement, read together with GBL §§ 3 52-e(2-b)
and the Regulations of the Department of Law, constitutes the entire agreement between the parties
with respect to the subject matter hereof, except as provided above with respect to
"COMPENSATION".
[NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGE FOLLOWS]
6
C&F:3324317.4
ATTACHMENT K
Escrow Agreement
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first written above.
CUDDY & FEDE P
Y
y:
William S. Null"",a partner
SC RYE BROOK PARTNERS LLC
By: CV4 RYE BROOK LLC, its Managing Member
By:
Bohdy Hedgcock, an authorized signatory
7
C&F:3324317.4
ATTACHMENT K
Escrow Agreement
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first written above.
CUDDY& FEDER LLP
By:
Michael L. Katz,-, a partner
SC RYE BROOK PARTNERS LLC
By: CV4 y BROOK LLC, its Managing Member
By:
Bohdy Heducock, an authorized signatory
4*0
ACTIVE/78176.1/AGLICKSON/6357362v1 7
C&F-3324317 4
ATTACHMENT K
HOUSING MERCHANT IMPLIED WARRANTY LAW
[Note that the warranty. provided in this law has been
limited by Sponsor as set forth in the Contract of ,
Sale reproduced in Section 2..f,..)
AIMCLE 36-B--w ON SALE of NIEw Homes
Section
777 .De '' ns
777-a. Housing merchant implied warranty,
777-b. Ekelusion or moddication of warmnties.
§ 777. Definitions
As used in this article, the following terms shall have the following
iueaiungs. - .
1. 'Builder"means any person,corporation,partnership or other entity
conbixting with an owner for the construction or sale of a new home.
2. "Building code"means the uniform fire prevention and building code
promulgated under section three hundred seventy-seven of the executive
law,local building code standards approved by the uniform fire prevention
and budding code council under section three hundred seventy-nine of the
executive law,and the building�eode of the city of New York,as defined in
title twenty-seven of the administrative code of the city of.New York.
3. "Constructed in a skillful manner" means that workmanship and
materialsc meet or exceed the specife standards of the applicable building
code. when the applicable building code does not provide a relevant.
specific standard, such term means that workmanship and materials meet
or exceed the standards of locally accepted building practices,
4. "Material defect" means actual physical damage to the following
portions of the hone caused by fi lure of such "d4x�g
portions which aft their to the fttent that the
home becomes unsafe, unsanitary or of wxwise unfiveable-- fouu&tioo
systems and footing,beam, exs
gird ,lintels, columns,walla and partitions,
floor systems,and roof framing systems.
5. "New home" or "home" means any single family house or for-We
unit in a multi-unit residential structure of five stories or less in which title
to the individual units is transferred to owners under a condo miniwao or
cooperative regime. Such terms do not include dwellings constructed
solely for lease, mobile homes as defined in section seven hundred twenty-
one of this chapter,or any house or unit in which the builder has resided or
leased continuously for three years or more following the date of comple-
tion of construction, as evidenced by a certificate of occupancy.
6. "Owner" means the first person to whom the home is sold and,
during the unexpired portion of the warranty period,each successor in title
to the home and,any mortgagee in possession. owner does not include the
builder of the home or any firm under common control of the builder.
7. "Plumbing, electrical, heating,cooling and ventilation systems" shall
mean.:
a, in the case of plumbing systems: gas supply lines and fittings;
water supply, waste and vent pipes and their fittings; septic tanks and
their drain fields; water,gas and sewer service piping,and their extensions
to the tie-in of a public utility connection, or on--site well and sewage
disposal system;
b. in the case of electrical systems: all wiring, electrical boxes,
switches, outlets and connections up to the public utility connection; and
ATTACHMENT L
Warranty Law
2
c. in the case of heating,c Ooling and ventilation
steam, water and refrigerant lines, re ' ters systems: all duct work,
means and dampers. , convectors, radiation ele-
g' "warranty date" means the date of the assin of titl
owner for occupancy by such owner or such owner's f e the frost
or the date of first Occupancyfamily as.a residence,
of the home as a residence, whichever firs t
occurs.
(Added L.1988,e. 709, 1.)
777--a.. Housing merchant implied warranty
]• Notwithstanding the provisions of Section two hundred .one
the real Property law, a housing merchant implied of
the contract or p warranty in, to
moment for the sale of a new home and shall survive the
Pawing of title. A housing merchant implied one year from and warranty shall mean
a. that.
after the warranty date the borne will be free
from defects due to .
a failure to have been constructed in a skillful manner;
b. two years from and after the warranty date the plumbing,el
heating, cooling and ventilation systems of the hom w,f b �l,
defecta due to a failure by the builder to have installed such systems from
slallf ul nuumer; and in a
c. Six years fi n and after the warranty date the home WM be free
from material defects.
Z Unless the contract or agreement by its cY a i terms . es
different intention of the seller,a housing dena a
not extend to: 8 inert implied warranty does
a. any defect that does not constitute(i-defective workmanship
budder or by an agent, employee or subconUeactor by the
of the budder, (1)
defective materials supplied by the budder or by an t'a en em
subcontractor of the builder, or(iui)defective des' provided
plodee or
YY udder; or
professional retained exclusive) b the b `nded by a d
b. any patent defect which an examination ought in the 'crcumstiances
to have reveale
d,when the buyer before taking title or accepting coostarue-
tion as complete has examined the home as fully as has refused to examine the home. the buyer desired, or
3. In the case of goods sold incidentallywith or `
the new home, such as stoves included in the sale of
refrigerators, freezers, room air condition-
ers, dishwashers, clothes washers and dryers, a housing merchant implied `
f
warranty shall mean that such goods shall-be free
failure by the builder or any ra defects due to
binder to have installed such 8 �en t'.employee or subcontJract�or,of the
tY, fitness and all other ' systems ma skillful manner. �etabi`li-
overned b unp� warranties with respect to goods shall be
g Y P�three of article two of the uniform Commercial;code and
other applicable statutes.
4- a. 'Written notice of a' warranty claim for breach of a housing
merchant implied warranty must be received by the builder prior to
commencement of any action under P the
later than � after paragraph b of this subdivision' ion and no
thirty days • the expiration of the applicable 'warranty
Period, as described in subdivision one of this Section.. The o
occupant of the home shall afford the builder reasonable o caner and
opportunity to
inspect,test and repair the portion of the home to which the warranty claun
relates.
b. An action for damages or other relief caused by the breach o
housing merchant implied t f a
q map be commenced prior to the expira-
tion of one year after the applicable warranty pew as descn
subdivision one of this section, or within four 'bed in
. date, whichever is later. In addition to Y .after the warranty
the foregoing, if the builder makes
repairs in response to a warranty claim under Paragraph a of this subdivi-
sion,
an action with respect
to such claim may be commenced within one
ATTACHMENT L
"Cxrranty Law
3
Year after the last date on which such repmrs are performed.. The measure
of damages shall be the reasonable cost of repair or replacement
Property damage to the home proximately caused b the breach t and
ty,not to exceed the replacement cost of the homey h of ware of
the land, unless the court finds that, exclusive of the value of
under the circumstances, the •
tion in value of the home caused by the defect is a more equitable meal
of damages. uro
c. In addition to any other period for the commencement of an action
permitted by law, an action for contribution or indemnification may be
commenced at any time prior to the Y
. expiration of one year after the entry
of Judgment in an action for damages under paragraph b of this subdivi-
sion.
5. Except as odwwigle provided in section seven hgadd seven
en-b of this article,any prov�on of a cou#rsct or ty6ev
- -
a new hotue which ezcludea or mom t for the vale of
warranty shall be void as con a houamg t implied
contrary to public policy.
s. Except as otherwi,Be • ---..
en-b of this article otherimplied m section seven hundred aeventy�
Implied warranties may arise from the terms of
the contract or agreement or from course of datling(Added L IM,.c. 7090 1 1.) of Usage of trade.
777--b. Exclusion or mod.itcstfU of Warrant,
1. Except in the case of a housing merchant ' •
builder or seller of a new home may, exclude orpljed n�' the
any clear and conspicuous terms contained in modify all warranties by
agreement of sale which call the buyer's site the win contract or
macifIcation of warranties and make the ex ration to the exclusion or
exclusion or modicataan plain.
2- Except in the case of a housing merchant `
builder or seller of a new IMP
w�►rran the
home may exclude or-to �'
resP to particular defects by any clear and ,o warranties with
in the conspicuous terns contained
Call the n contract or agreement of sale which identify buyer's attention to the exclusion s njodific � such defect&
make the exclusion or modi&ation t2on of warrant s and
P�-
3. A housing merchant implied warrantymay by the builder or seller of a new home o y be excluded or
accordance if the buyer limited
warrantymodified
In Ge with the pro . . yer i$offered a .
�- A ropy of the P vjssons of than a u hdivision.
in .g to the buyer�terms of the warranty shall be provided
execution of the con tract or lion prior to the tune of the buyer's
or agreement to Purchase the.home. y
b• A�Pp of the exTresa terms of the liruit�ed warranty
in, ar annexed to and incorporated in, the contract shall be included
The lan or agreement,
guage of the contract or agreement for sale of the home
conspicuously mention the housing t un lied must
that the � warranty excludes or nl P warranty and provide
Language to exclude all implied warranties the unplied warranty.
P arranfaes is $ '
example, that "Theme are no ties sufficient-if it states, for
hereof." which extend beyond the fade
d. The limited warranty shall meet or exceed th
subdivisions four and five of this section. a standards provided in
4. A h. • warranty sufficient to ea •
• .c]Cude or modify
chant Implied warranty must be written m - °� a houBtng mer-
disclose: P �ghsh and must clearly
a. that the warranty is a limited warrantywhich
ties on the sale of the.home; the words i h�nrts unplied warran_
and conspicuously captioned at the .�� �must be clearly
e be of the warranty document;
ATTACHMENT L
Warranty Law-
4
b. the identification of the names and ad dresses of all warrantors;
c. the identification of the party or parties to whom the the
hewarranty
is
extended. and whether it is extended to subsequent owners; lima
ted
warranty must be extended to the first owner of the ho !
passing of title but may exclude any or all su bsequ me.and survive the
ent owners;
d. a statement of the products or parts covered by the limited wa
rranty;
e. the clear and conspicuous identification of an
the home or premises that are excepted or excluded from Parts or portions of
age, and the standards that will be used to determine f r0m warranty cover-
age, whether a,defect has
occurred; provided, however, that:
i. any exception,exclusion or standard which does not meet or.
relevant speci�c.standard of the applicable buildingcode or in exceed e
of such relevant specific standard �, � the,absence
be void as con to .a k►catly accepted building practice,shall..
applicable id trary Public policy and shall be deemed to establish the
building code standard or locally accepted budding ractice as
the warranty standard; and P
n. any exception, exclusion or standard that fads to ensure that
home is habitable, by permitting conditions to exist which tee
unsafe, shall be-void as con render the home
��to public policy.
f: what the builder and any other warrantor will do when a d
covered by the warranty does arise and the time within whichdefect
and any other warrantor will act; the budder
g. the term of the warranty coverage and when the term begins
provided,however,that such term shall be.equal to or exceed the'warranty,
'
periods of a housing merchant implied warranty,as def nM in subdivision,
one of section seven hundred seventy-seven_a of this
ate-
IL step-by-step '
Y P procedures required to be undertaken by the
owner!if any, including directions for notification of the budder and any,
other warrantor; an owner shall not be required to submit to binding
arbitration or to pay any fee or charge for pardeipation in nonbindin
arbitration or any mediation process; g
i. any limitations on or exclusions of consequential or incidental dam-
ages, and any limitations on the builder's and other warrantor's total
lia.bdity, conspicuously expressed on the first page of the warranty. Not-
withstanding the foregoing, a lm�ited warranty shall not
. . ty be aonstrued to
Permit any limitation on or exclusion of propertydamage to the home
Proximately caused by a breach of the hmited warranty, where the court
finds that such limitation or exclusion would cause the limited warranty to
� of its essential �''
limited b � p�, except that such property damage „may be .
y � .limitation on the builder's or other warrantor's total
liability in accordance with the provisions of this paragraph.
6. a. This article shall not be construed to authorize or validate an
covenant, Promise, agreement or understanding which is void and unen-
forceable under section 5-322.1 of the general obligations law.
b. This article shall preempt any,local law inconsistent with the rovi
sions of.this article. This article shall not preempt any builder subject to
Pig with any local law
its provisions from Dorn
regulation of -with respect to the
home builders except as expressly provided herein,
c. Nothing in this article shall be construed to repeal,invalidates
uper-
cede or restrict any right,liab or rem 'Statute
of the state., except �F Provided by any other statlute
where such construction would., as a mutter of law, be
unreasonable.
(A&dded L19K c.709,
ATTACHMENT L
Bylaws of Kingfield Lot Owners Association, Inc.
A New York Not-for-Profit Corporation
1. INTRODUCTION.
1.1 NAME, LOCATION AND PRINCIPAL OFFICE. These are the By-Laws of
Kingfield Lot Owners Association, Inc. (the "Association"), a New York Not-for-Profit
Corporation. Until the Board directs otherwise, the principal office of the Association
shall be located in care of Declarant at the address set forth on the cover of the "Lot
Owners Declaration' .
1.2 DEFINITIONS. As used herein, "Lot Owners Declaration" means the Lot
Owners Declaration recorded by SC Rye Brook Partners LLC on the Westchester
County Land Records to govern a residential community known as Kingfield (the
"Community"), in Rye Brook, New York, as the Lot Owners Declaration may be
amended from time to time. All terms defined in the Lot Owners Declaration shall have
the same meanings herein.
1.3 INCORPORATION BY REFERENCE. Certain provisions of the Lot Owners
Declaration are, by the terms of these Bylaws, incorporated herein by reference. If any
other provision of the Lot Owners Declaration should have appeared in these Bylaws
rather than in the Lot Owners Declaration, such provision shall also be considered
incorporated herein.
1.4 MEMBERSHIP AND VOTING. Membership and voting shall be governed by
the Lot Owners Declaration, except as provided with respect to the election of Directors
as described in Paragraph 2 of these By-Laws.
2. BOARD.
2.1 NUMBER AND ELECTION OF DIRECTORS.
2.1.1 Initially, the Board shall consist of three Directors, all of whom shall
be elected by Declarant. A Director described as "to be elected" by Declarant
shall serve at Declarant's pleasure.
2.1.2 Within 30 days after the earlier of Declarant's conveyance of the
37t" Lot, or the second anniversary of the recording of the Declaration, a special
meeting of Members shall be convened, at which one of the three Directors
elected by Declarant shall be replaced by a Director elected by the Members
other than Declarant. Thereafter, at each annual meeting of Members ("Annual
Meeting"), until the change described in Paragraph 2.1.3 takes effect, Declarant
shall elect two Directors, and the Members other than Declarant shall elect one
Director.
ATTACHMENT M
Bylaws of Kingfield Lot Owners Association, Inc. 2
2.1.3 Within 30 days after the earlier of Declarant's conveyance of the
75t" Lot, or the seventh anniversary of the recording of the Declaration, a special
meeting of Members shall be convened, at which a second Director elected by
Declarant shall be replaced by a Director elected by the Members other than
Declarant. This is the point at which Declarant will relinquish control of the
Board.
2.1.4 After Declarant conveys the 75t" Home, or after the earlier
anniversary date described in Paragraph 2.1.4 of these By-Laws, Declarant shall
have the right to elect at least one Director as long as it owns one or more Lots.
At each Annual Meeting that occurs after Declarant relinquishes control of the
Board, and before Declarant loses or relinquishes its right to elect its one,
remaining Director, Declarant shall elect one Director, and the Lot Owners other
than Declarant shall elect two Directors.
2.1.5 Declarant may at any time relinquish its right to elect one or more of
the Directors that it would otherwise be entitled to elect. From and after the time
when Declarant loses or relinquishes the right to elect its sole, remaining
Director, Declarant shall not vote for the election of Directors.
2.2 ELECTION AFTER DECLARANT CEASES TO ELECT DIRECTORS. At the
first Annual Meeting at which the Lot Owners other than Declarant are entitled to elect
all three Directors, the candidate receiving the highest number of votes shall be elected
for a three-year term, the candidate receiving the next highest number of votes shall be
elected for a two-year term, and the candidate receiving the next highest number of
votes shall be elected for a one-year term; thereafter, each Director elected at an
Annual Meeting will serve until the third Annual Meeting following his or her election,
and for such longer time as may elapse until his or her successor takes office.
2.3 VOTING. At each election of Directors by the Members other than Declarant,
each Member other than Declarant may cast one vote for each of one or more
candidates, not exceeding the number to be elected by such Members.
2.4 QUALIFICATIONS. Each Director must be (a) an individual who owns a Lot,
alone or in conjunction with others; (b) a spouse of such an individual; (c) an officer,
director, manager, employee or partner of a corporation, partnership or other entity that
owns a Lot, alone or in conjunction with others; or (d) an individual who is a fiduciary, or
an employee of a corporate or other non-individual fiduciary, that owns a Lot, alone or in
conjunction with others.
2.5 REMOVAL OF DIRECTORS. Any Director may be removed for cause by
the Members, but only after Notice and Hearing at a special meeting of Members. A
Director who was not elected by Declarant may be removed without cause by the
Members, but only after Notice and Hearing at a special meeting of Lot Owners.
2.6 VACANCIES. A vacancy in the office of a Director (including without
limitation a Director who has been removed for cause) shall be filled by vote of
ATTACHMENT M
Bylaws of Kingfield Lot Owners Association, Inc. 3
Declarant or of the Members other than Declarant, according to whichever would have
been entitled to elect the departed former Director in accordance with the transition
provisions described in Paragraph 2.1 of these By-Laws, if the meeting at which such
election would take place were held then. Any successor thus elected shall serve the
remainder of his or her predecessor's term.
2.7 FIRST MEETINGS. The Board must hold its first meeting promptly after the
recording of the Lot Owners Declaration. The Board must hold a meeting within six
months after Declarant's conveyance of the first Lot.
2.8 MEETINGS OF THE BOARD. Regular meetings of the Board may be held at
such time and place as may be determined from time to time by a majority of the
Directors, but the Board must meet at least twice a year, including one meeting that
must take place within ten days after the Annual Meeting. Special meetings of the
Board may be called by the President or by a majority of the incumbent Directors.
Attendance by a Director at any meeting of the Board shall constitute a waiver of notice
of the time and place thereof. Directors may also waive notice in writing before the
meeting.
2.9 MINUTES. The Board shall permit any Lot Owner to inspect the minutes of
the Board meetings during normal business hours. The minutes shall be available for
inspection within fifteen (15) days after any such meeting.
2.10 QUORUM. At all meetings of the Board, presence in person or by proxy of
a majority of the incumbent Directors shall constitute a quorum for the transaction of
business. If a quorum is not present at any duly-called meeting of the Board, the
Director or Directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is obtained.
2.11 VOTING ON THE BOARD. In all matters on which the Board votes, each
Director shall have one vote. No Director shall vote on any matter with respect to which
he or she has a personal interest distinguished from the interests of Members generally,
except that a Director elected by Declarant may represent Declarant's interests
consistently with his or her fiduciary responsibilities to the Association.
2.12 ACTION BY DIRECTORS WITHOUT MEETING. Directors may take
without a meeting any action that they could take at a meeting, by obtaining written
approval of all incumbent Directors, but this may not take the place of the meeting at
which the Association's annual budget is adopted.
2.13 COMPENSATION. Directors and Officers shall not receive compensation
from the Association for their services as such, except reimbursement for expenses as
authorized by the Board.
2.14 AGREEMENTS. All agreements and other instruments of the Association
shall be executed by the President and/or such other persons as may be designated
ATTACHMENT M
Bylaws of Kingfield Lot Owners Association, Inc. 4
from time to time by the Board, provided that checks, demands and notes in amounts in
excess of $1,000 shall require the signature of two Officers.
2.15 INDEMNIFICATION; LIABILITY. The Association must indemnify and hold
harmless each Director and Officer against all liability arising out of the contracts,
activities and business of the Association, to the fullest extent permitted by law,
excluding only cases of such Director's or Officer's own willful misconduct or bad faith.
Directors and Officers shall not be liable to the Members for any mistake of judgment,
negligence or otherwise, except for their own individual willful misconduct or bad faith.
2.16 POWERS AND DUTIES. The Board shall have the powers and duties
necessary for the administration of the affairs of the Association. Such powers and
duties shall include without limitation the following:
2.16.1 Operating and properly maintaining the Property to the extent of
the Association's responsibility.
2.16.2 Determining the Association Expenses required for the conduct of
the Association's affairs.
2.16.3 Collecting Assessments.
2.16.4 Employing and dismissing the personnel necessary for the
operation and proper maintenance of the Association and the Property.
2.16.5 Engaging for the Association such managing agents, and such
other agents, consultants and professionals, as the Board deems appropriate
from time to time, for compensation established by the Board and to provide such
services as the Board may authorize.
2.16.6 Adopting and amending Rules covering the details of the operation
and use of the Property.
2.16.7 Granting licenses and easements affecting the Property as
permitted by the Declaration.
2.16.8 Obtaining insurance for the Property, including the Lots, as
authorized or required by the Declaration.
2.16.9 Making alterations or additions to the Common Areas.
2.16.10 Restoring the Property after damage or destruction by fire or
other casualty, as required by the Declaration.
2.16.11 Levying reasonable fines against Lot Owners other than
Declarant for violations of the Documents. Any such fine may treat each day's
violation as a separate offense.
ATTACHMENT M
Bylaws of Kingfield Lot Owners Association, Inc. 5
2.16.12 Offering, or arranging for third parties to offer, maintenance or
other services to those Lot Owners who elect to obtain such services. Each Lot
Owner who is thus served by the Association shall be charged the fair cost to the
Association of providing such services, including a reasonable overhead
allowance, as an Individual Unit Expense of his or her Lot.
2.17 LIMITATIONS. The Board may not act on behalf of the Association to
amend the Documents, to terminate the Community or to elect members of the Board.
3. OFFICERS.
3.1 OFFICERS. Officers shall be elected by and serve at the pleasure of the
Board. The Association's Officers shall be a President, a Secretary, a Treasurer and
such other officers if any as the Board deems appropriate from time to time. Officers
may hold more than one office, except that the office of Secretary may not be held by
the President or (if any is elected) the Vice President.
3.2 QUALIFICATIONS. The President and Vice President, if any, must be
Directors.
3.3 POWERS AND DUTIES. The President, Vice-President if any is elected,
Secretary and Treasurer shall have such powers and duties as are customarily
conferred on similarly-named officers of New York not-for-profit corporations, except as
the Documents may require or the Board may direct otherwise.
4. MEETINGS AND ACTIONS OF MEMBERS AND LOT OWNERS.
4.1 CLASSIFICATION OF MEMBERS AND LOT OWNERS. There shall be
three classes of Members — (a) Declarant (as long as it owns one or more Homes or
Lots) shall be the sole Member in one class; (b) the owners other than Declarant of the
Conventional Homes shall be the Members of a second class; and (c) the owners other
than Declarant of the AFFH Lots shall be Members in the third class. Lot Owners shall
be similarly assigned to three separate classes.
4.2 MEETINGS OF LOT OWNERS.
4.2.1 Each meeting of Members shall be considered also a meeting of Lot
Owners for purposes of the Declaration, and each meeting of Lot Owners shall
be considered also a meeting of Members.
4.2.2 An "Annual Meeting" of the Members and Lot Owners must be held
in each year, beginning at least six months after Declarant's conveyance of the
first Lot, at a time and place specified by the Board.
4.2.3 Special meetings of Members and Lot Owners may be called by
(a) any two Directors; (b) in the case of special meetings of the Members or Lot
Owners other than Declarant, such as to elect a Director, by any Director or a
ATTACHMENT M
Bylaws of Kingfield Lot Owners Association, Inc. 6
majority of the Members; or (c) by a petition signed by Members or Lot Owners
who will be entitled to cast a majority of the Votes at the requested meeting.
4.3 VOTING BY MEMBERS AND LOT OWNERS. In regard to actions that are
described in the Documents as actions of the "Members", each Member shall have one
Vote, regardless of the number of Lots that he or she owns (or, in electing Directors,
one Vote for each candidate to be elected by the Members). In regard to actions that
are described in the Documents as actions of the "Lot Owners", each Lot shall have one
Vote. For purposes of the foregoing, all of the Persons that share ownership of a single
Lot shall be considered a single Member or a single Lot Owner, as the case may be.
4.4 PLACE AND NOTICE OF MEETINGS. Meetings of Members and Lot
Owners shall be held at the time and place, at or reasonably convenient to the Property,
specified by the convening Director or Directors, or in the petition of Members or Lot
Owners by which a special meeting is called, as the case may be. Lot Owners must be
given ten days' notice of all meetings of Members and Lot Owners, including without
limitation Annual Meetings.
4.5 PROXIES. A Lot Owner shall be considered "present" at a meeting of Lot
Owners if such Lot Owner, or (if such Lot Owner is not a single individual) a
representative designated by such Lot Owner as described in Paragraph 4.7.2 of these
By-Laws, either is present in person or has designated a proxy who is present in
person. Designations of proxy (a) must be filed with the Board when first used; (b) must
be written and signed but need not be witnessed or acknowledged; (c) must be filed
with the minutes of the first meeting at which used; and (d) will remain in force until
revoked. A proxy may not act in the presence of the person who designated such
individual. A proxy may represent more than one Lot Owner simultaneously. The
foregoing shall apply similarly to proxies acting for Members.
4.6 QUORUM. Presence of Members or Lot Owners entitled to cast one-third of
the total votes on a question, according to whether the participants will vote as
Members or Lot Owners, shall constitute a quorum. If a quorum is not present at a duly-
called meeting, the Members and Lot Owners present may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum is
obtained. Alternatively, the Members and Lot Owners present may adjourn the meeting
to a time and place specified on at least three business days' notice to the absent
Members and Lot Owners, at which time no quorum requirement shall apply and such
quorum shall be considered "excused' .
4.7 ACTION BY MEMBERS AND LOT OWNERS WITHOUT MEETING. The
Members or Lot Owners (or the Members or Lot Owners other than Declarant) may take
without a meeting any action that they could take with a meeting, by obtaining the
written consent of all Members or Lot Owners, or of all Members or Lot Owners other
than Declarant, as the case may be. Such consent may provide that the action or
actions taken are taken in lieu of any meeting of such Members or Lot Owners
otherwise required hereunder, which meeting shall not then be required.
ATTACHMENT M
Bylaws of Kingfield Lot Owners Association, Inc. 7
4.8 NOTICE OF TRANSFER AND DESIGNATION OF REPRESENTATIVE.
4.8.1 Upon conveyance of fee title to a Lot, the outgoing and incoming Lot
Owners shall jointly execute and deliver to the Association a "Notice of Transfer",
advising the Association of the transfer of ownership. The Notice of Transfer shall
include the incoming Lot Owner's designation of representative if required by
Paragraph 4.7.2.
4.8.2 Each Lot Owner that is not a single individual must deliver to the
Association, promptly after acquiring a Lot, a notice, signed by all persons and/or
entities comprising such Lot Owner, and designating a single individual who is
empowered to act on behalf of such Lot Owner in all matters affecting the
Association or such Lot, including without limitation the receipt of notices given
pursuant to the Documents. Such notice of designation must provide the
representative's mailing address, residence address and one or more telephone
numbers. Such notice of designation may designate more than one such
individual, in which case their order of precedence, in the event that they attempt
to take conflicting actions or positions, must be specified. Any such notice of
designation may be superseded by a similar notice of designation subsequently
given to the Association.
4.9 NOTICES.
4.9.1 Notices required or given pursuant to the Documents shall be
written. Notices to a Lot Owner shall be directed to such Lot Owner at such
address as he or she may provide to the Association from time to time pursuant
to Paragraph 4.7 of these By-Laws (or, if no such address has been provided, at
such Lot Owner's address as set forth in the deed pursuant to which he or she
acquired the Lot).
4.9.2 Notices shall be delivered by hand, or mailed (by certified mail,
postage prepaid and return receipt requested), or by recognized "overnight"
courier (with payment and arrangements for delivery on the "next business day"
after sending). Notices shall be considered given upon receipt, except that
notices sent by mail or by "overnight" courier shall be considered given upon first
attempted delivery on a business day.
4.9.3 Notwithstanding the foregoing, notices may be sent by ordinary mail
if they are (a) notices of proposed budgets; (b) notices of the imposition of
Assessments, excluding only the initial advice to a Lot Owner of the proposed
imposition of an Individual Unit Expense or fine on account of such Lot Owner's
breach of the Documents; (c) notices of meetings of the Board, the Members or
the Lot Owners; or (d) notices of the proposed or actual adoption of Rules, or
proposed or actual amendment of the Documents.
ATTACHMENT M
Bylaws of Kingfield Lot Owners Association, Inc. 8
5. AMENDMENTS.
These By-Laws may be amended as described in the Declaration, and shall
become effective as described therein.
[End of By-Laws]
ACTIVE/78176.1/AGLICKSON/6522246v2
ATTACHMENT M
CERTIFICATION Y SPONSO 'S ENGINEER
(Part 22
Divney Tung schwalbe, LLP
One North Broadway
White Plains, New York 10601
New fork State Department of Lair
Real Estate Finance Bureau
120 Broadway, 2 d Floor
New York, New York 10271
Cie: Kingfield, King Street, Rye Brook, New York 10573
Ladies and Gentlemen:
The sponsor of the offering plan to convert the captioned property to H A ownership
retained this firm to prepare a report describing certain aspects of the construction of
the property, consisting of civil engineering, site work and utility services (the "Report").
We examined the site plans and specifications that were prepared by us, listed by date
and title in Attachment A to this certification, and prepared the Report dated April 12,
2017.
I am a registered licensed engineer in the State of New York, where the property is
located.
We understand that we are responsible for complying with Article 23-A of the General
Business Lair and the regulations promulgated by the Department of Laver in Dart 22,
insofar as they are applicable to the Deport.
I have read the entire Report, and investigated the facts set forth in the Deport and the
facts underlying It with dine diligence in order to form a basis for this certification. This
certification is made for the benefit of all persons to whom this offer is made.
We certify that the Report:
(i) sets forth in narrative form the description and/or physical condition of the
aspects of the property discussed in the Report as they will exist upon
completion of construction, provided that construction is in accordance with the
plans and specifications that we examined;
ATTACHMENT N
Certification by Sponsor's Engineer 2 of
(ii) in our professional opinion affords potential investors, purchasers and
participants an adequate basis upon which to found their judgment Concerning
the description and/or physical condition of the aspects of the property discussed
in the Report, as they will exist upon Completion of Construction, provided that
Construction is in accordance with the plans and specifications that we examined-,
(iii) does not omit any material fact;
(iv) does not Contain any untrue statement of a material fact;
(v) does not Contain any fraud, deception, concealment, or suppression;
(vi) does not Contain any promise or representation as to the future which 'r
beyond reasonable expectation or unwarranted by existing circumstances;
(vi i does not Contain any representation or statement wh1Ch is false, where we:
(a) knew the truth; b with reasonable effort Could have mown the truth;
(c) ;rude no reasonable effort to ascertain the truth; or d did net have
knowledge concerning the representation or statement ;Wade.
IMe further Certify that we are not owned or Controlled by and have no beneficial
interest in the sponsor, and that our Compensation for preparing the Report is not
Contingent on the Conversion of the property to an HOA or on the profitability or price of
the offering. This statement is not intended as a guarantee or warranty of the physical
Condition of the property.
Sworn to before me this42, ' y yda of Divne Tung SCh rralbe LLP
dnri/ 201
IF
by.
Gerhard M. Schwalbet P.E.
LORR I lE M.WITT
Notary Public,State of New York
No,01WI4758935 [seal affixed below]
oualfied in Dut h ss u
Commission Expires..I � � �
ptT
02
r` w
CD In LU
064469
s
ATTACHMENT N
Certification by Sponsor's Engineer 3 of
ATTACHMENT A: Last of Site and Related Plans and specifications
LIST OF FULL SIZE DRAWINGS
DWG PREPARED
NO. DRAWING TITLE BY SCALE DATE
Cover Sheet DTS --- 1 / 3 15
SP-1.0 o erafl Site Plan DTS 1" = So' 12/ 3/15
SP-1.1 Site Layout Plan DTS 1 "= o' 12/ 3/1S
SP-2.0 Grading&Drainage Plan DTS 1" = o' 12/ 3/15
SP-3.0 Site Utility Plan--overall DTS 1)) , 40) 12/ 3/1
P-3.1 Typical Unit Plan DTS 1)) = 1 ' 1 / 3 15
SP- .o Site Landscape flan—overall DTS 1'1 = o' 1 23/15
SP- .1 Site Landscape Plan—Typical Unit/Clubhouse ITS 1)' = 101 1 2 1
SP-5.0 Erosion and Sediment Control Plan DTS 1" = 403 12/ 3 1
SP-5.1 Erosion and Sediment Control Details DTS As Shown 12/ 3/15
SP-6.0 Site Sections DTS 1.1' = 10' 12/ 3/15
SP- .1 Road Profiles DTS AsShown 1 / 3/15
SP- .2 water Profiles ITS AsShown 1 / 3/15
SP- .3 Sanitary Sewer Profiles DTS As Shown 1 / 3 15
SP-6.4 Storrs Sewer Profiles DTS AsShown 1 / 3 15
SP- .1-SP- .3 Site Details DTS As Shown 1 / 315
SP- .o Site Lighting Plan DTS AsShown 1 /23 15
REFERENCE DOCUMENTS:
ALTA/AGSM Land Tale Survey Link 1" = o' 01/ 15
L,-02 Planting,Lighting, wetland Mitigation flan MPFP 1" � o' 05/ 5/0
DTS - Divney Tung Schwalbe, LL
Link - Link Land Surveyors, P.C.
MPFP - MPFP, LLC
ATTACHMENT N
Certification by Sponsor'Sponsor's Engineer
ATTACHMENT T ; List of Site and Related Plana and Specifications
LIST of SPECIFICATIONS
S CT ON DESCRIPTION /1/1
010100 Supplementary General Requirements
0210 Site Demolition
101450 Traffic S ignage and Pavement Marking
101500 Maintenance and Protection of Traffic
221200 water Supply
221313 Sanitary Sewage
311000 Site Clearing
31120 Tree Protection and Pruning
311500 Site Preparation
3110 Erosion and Sediment Control
312000 Earthwork
312100 Rock Drilling and Blasting
312319 Dewatering
321216 Asphalt Paving
312313 Cement Concrete Paving
321373 Pavement Joint Sealant
321400 Site Stone work
321450 Stone Curb
323115 Temporary Chain Link Fence
329000 Topsoil Preparation and Placement
32 100 General Planting Requirements
3200 *Turf and Grassed and Plants
33000 Gas Distribution
334100 Storm Drainage
334600 Subdrainage
ATTACHMENT N
CERTIFICATION BY SPONSOR'S ARCHITECT
(Part 22)
Cordtsen Design Architecture, Inc.
7 Thurston Avenue
Newport, Rhode Island 02840
New York State Department of Law
Real Estate Finance Bureau
120 Broadway, 23d Floor
New York, New York 10271
Re: Homes, Kingfield, King Street, Rye Brook, New York 10573
Ladies and Gentlemen:
The sponsor of the offering plan to convert the captioned property to HOA ownership
retained this firm to prepare a report describing certain aspects of the construction of
the property, consisting of the design of the proposed Homes (the "Report"). We
examined the building plans and specifications that were prepared by us, listed by date
and title in Attachment A to this certification, and prepared the Report dated March 22,
2017.
1 am a registered architect in the State of New York, where the property is located.
We understand that we are responsible for complying with Article 23-A of the General
Business Law and the regulations promulgated by the Department of Law in Part 22,
insofar as they are applicable to the Report.
have read the entire Report, and investigated the facts set forth in the Report and the
facts underlying it with due diligence in order to form a basis for this certification. This
certification is made for the benefit of all persons to whom this offer is made.
We certify that the Report:
(i) sets forth in narrative form the description and/or physical condition of the
aspects of the property discussed in the Report as they will exist upon
completion of construction, provided that construction is in accordance with the
plans and specifications that we examined;
(ii) in our professional opinion affords potential investors, purchasers and
participants an adequate basis upon which to found their judgment concerning
the description and/or physical condition of the aspects of the property discussed
ATTACHMENT 0
Certification by Sponsor's Architect 2
in the Report, as they will exist upon completion of construction, provided that
renovation and/or construction is in accordance with the plans and specifications
that we examined;
(iii) does not omit any material fact;
(iv) does not contain any untrue statement of a material fact;
(v) does not contain any fraud, deception, concealment, or suppression;
NO does not contain any promise or representation as to the future which is
beyond reasonable expectation or unwarranted by existing circumstances;
(vii) does not contain any representation or statement which is false, where we:
(a) knew the truth; (b)with reasonable effort could have known the truth;
(c) made no reasonable effort to ascertain the truth; or (d) did not have
knowledge concerning the representation or statement made.
We further certify that we are not owned or controlled by and have no beneficial interest
in the sponsor, and that our compensation for preparing the Report is not contingent on
the conversion of the property to an HOA or on the profitability or price of the offering.
This statement is not intended as a guarantee or warranty of the physical condition of
the property.
Sworn to before me this day of Cordtsen Design Architecture, Inc.
2017
by:
-r1lile-
[sea[ affixed below]
D A&
��a G. �
o 0�
a :!I A m
� r
OF t"4
1
} �
.. t jf3L=
'47�f Ar_
ATTACHMENT 0
Certification by Sponsor's Architect 3
ATTACHMENT A: List of Architectural Plans and Specifications
LIST OF FULL SIZE DRAWINGS for Unit A
DWG. NO DRAWING TITLE PREPARED BY DATE
Coversheet CDA 3/13/17
A0.0 Specifications CDA 3/13/17
A0.1 Architectural Site Plan CDA 3/13/17
A1.0 Floor Plans CDA 3/13/17
A1.1 Floor Plans CDA 3/13/17
A2.0 Exterior Elevations CDA 3/13/17
A3.0 Wall Sections & Details CDA 3/13/17
A3.1 Wall Sections & Details CDA 3/13/17
S0.0 Foundation Plan CO 12/06/16
S0.1 Details CO 12/06/16
S0.2 Details CO 12/06/16
S0.3 General Notes CO 12/06/16
S 1.0 First Floor Framing CO 12/06/16
S 1.1 Details CO 12/06/16
S2.0 Roof Framing CO 12/06/16
S3.0 Shearwall Plans CO 12/06/16
LIST OF FULL SIZE DRAWINGS for Unit B
DWG. NO DRAWING TITLE PREPARED BY DATE
Coversheet CDA 3/17/17
A0.0 Specifications CDA 3/17/17
A0.1 Architectural Site Plan CDA 3/17/17
A1.0 Floor Plans CDA 3/17/17
A1.1 Floor Plans CDA 3/17/17
A1.2 Roof Plan CDA 3/17/17
A2.0 Exterior Elevations CDA 3/17/17
A2.1 Exterior Elevations CDA 3/17/17
A3.0 Building Sections CDA 3/17/17
A3.1 Wall Sections & Details CDA 3/17/17
A3.2 Wall Sections & Details CDA 3/17/17
S0.0 Foundation Plan CO 1/23/17
S0.1 Details CO 1/23/17
S0.2 General Notes CO 1/23/17
S 1.0 First Floor Framing CO 1/23/17
S 1.1 Details CO 1/23/17
S2.0 Second Floor Framing CO 1/23/17
S3.0 Shearwall Plans CO 1/23/17
ATTACHMENT 0
Certification by Sponsor's Architect 4
LIST OF FULL SIZE DRAWINGS for Unit C1
DWG. NO DRAWING TITLE PREPARED BY DATE
Coversheet CDA 3/13/17
A0.0 Specifications CDA 3/13/17
A0.1 Architectural Site Plan CDA 3/13/17
A1.0 Floor Plans CDA 3/13/17
A1.1 Floor Plans CDA 3/13/17
A1.2 Roof Plan CDA 3/13/17
A2.0 Exterior Elevations CDA 3/13/17
A2.1 Exterior Elevations CDA 3/13/17
A3.0 Building Sections CDA 3/13/17
A3.1 Wall Sections & Details CDA 3/13/17
A3.2 Wall Sections & Details CDA 3/13/17
S0.0 Foundation Plan CO 11/30/16
S0.1 Details CO 11/30/16
S0.2 Details CO 11/30/16
S0.3 General Notes CO 11/30/16
S 1.0 First Floor Framing CO 11/30/16
S 1.1 Details CO 11/30/16
S2.0 Roof Framing CO 11/30/16
S3.0 Shearwall Plans CO 11/30/16
LIST OF FULL SIZE DRAWINGS for Unit C2
DWG. NO DRAWING TITLE PREPARED BY DATE
Coversheet CDA 3/13/17
A0.0 Specifications CDA 3/13/17
A0.1 Architectural Site Plan CDA 3/13/17
A1.0 Floor Plans CDA 3/13/17
A1.1 Floor Plans CDA 3/13/17
A1.2 Roof Plan CDA 3/13/17
A2.0 Exterior Elevations CDA 3/13/17
A2.1 Exterior Elevations CDA 3/13/17
A3.0 Building Sections CDA 3/13/17
A3.1 Wall Sections & Details CDA 3/13/17
A3.2 Wall Sections & Details CDA 3/13/17
S0.0 Foundation Plan CO 11/30/16
S0.1 Details CO 11/30/16
S0.2 Details CO 11/30/16
S0.3 General Notes CO 11/30/16
S 1.0 First Floor Framing CO 11/30/16
S 1.1 Details CO 11/30/16
S2.0 Roof Framing CO 11/30/16
S3.0 Shearwall Plans CO 11/30/16
ATTACHMENT 0
Certification by Sponsor's Architect 5
LIST OF FULL SIZE DRAWINGS for AFFH1 (Unitll
DWG. NO DRAWING TITLE PREPARED BY DATE
Coversheet CDA 3/23/17
A0.0 Specifications CDA 3/23/17
A0.1 Architectural Site Plan CDA 3/23/17
A1.0 Floor Plans CDA 3/23/17
A2.0 Exterior Elevations CDA 3/23/17
A3.0 Wall Sections & Details CDA 3/23/17
S0.0 Foundation Plan/ First Floor Framing CO 3/23/17
S0.1 Details CO 3/23/17
S0.2 General Notes CO 3/23/17
S 1.0 Roof/ Second Floor Framing CO 3/23/17
S 1.1 Details CO 3/23/17
S2.0 Shearwall Plans CO 3/23/17
LIST OF FULL SIZE DRAWINGS for AFFH2 (Unit_Zl
DWG. NO DRAWING TITLE PREPARED BY DATE
Coversheet CDA 3/23/17
A0.0 Specifications CDA 3/23/17
A0.1 Architectural Site Plan CDA 3/23/17
A1.0 Floor Plans CDA 3/23/17
A2.0 Exterior Elevations CDA 3/23/17
A3.0 Wall Sections & Details CDA 3/23/17
S0.0 Foundation Plan/ First Floor Framing CO 3/23/17
S0.1 Details CO 3/23/17
S0.2 General Notes CO 3/23/17
S 1.0 Roof/ Second Floor Framing CO 3/23/17
S 1.1 Details CO 3/23/17
S2.0 Shearwall Plans CO 3/23/17
CDA - Cordtsen Design Architecture, Inc.
CO - Camera/ O'neill, Inc.
ACTIVE/78176.1/AGLICKSON/6278844v2
ATTACHMENT 0
CERTIFICATION BY SPONSOR'S ARCHITECT
(Part 22)
Cordtsen Design Architecture, Inc.
7 Thurston Avenue
Newport, Rhode Island 02840
New York State Department of Law
Real Estate Finance Bureau
120 Broadway, 23d Floor
New York, New York 10271
Re: Clubhouse, Kingfield, King Street, Rye Brook, New York 10573
Ladies and Gentlemen:
The sponsor of the offering plan to convert the captioned property to HOA ownership
retained this firm to prepare a report describing certain aspects of the construction of
the property, consisting of the design of the proposed Clubhouse and certain other
Recreational Facilities (the "Report"). We examined the building plans and
specifications that were prepared by us, listed by date and title in Attachment A to this
certification, and prepared the Report dated March 22, 2017.
1 am a registered architect in the State of New York, where the property is located.
We understand that we are responsible for complying with Article 23-A of the General
Business Law and the regulations promulgated by the Department of Law in Part 22,
insofar as they are applicable to the Report.
have read the entire Report, and investigated the facts set forth in the Report and the
facts underlying it with due diligence in order to form a basis for this certification. This
certification is made for the benefit of all persons to whom this offer is made.
We certify that the Report:
(i) sets forth in narrative form the description and/or physical condition of the
aspects of the property discussed in the Report as they will exist upon
completion of construction, provided that construction is in accordance with the
plans and specifications that we examined;
(ii) in our professional opinion affords potential investors, purchasers and
participants an adequate basis upon which to found their judgment concerning
the description and/or physical condition of the aspects of the property discussed
ATTACHMENT 0
Certification by Sponsor's Architect 2
in the Report, as they will exist upon completion of construction, provided that
renovation and/or construction is in accordance with the plans and specifications
that we examined;
(iii) does not omit any material fact;
(iv) does not contain any untrue statement of a material fact;
(v) does not contain any fraud, deception, concealment, or suppression;
(vi) does not contain any promise or representation as to the future which is
beyond reasonable expectation or unwarranted by existing circumstances;
(vii) does not contain any representation or statement which is false, where we:
(a) knew the truth; (b) with reasonable effort could have known the truth;
(c) made no reasonable effort to ascertain the truth; or (d) did not have
knowledge concerning the representation or statement made.
We further certify that we are not owned or controlled by and have no beneficial interest
in the sponsor, and that our compensation for preparing the Report is not contingent on
the conversion of the property to an HOA or on the profitability or price of the offering.
This statement is not intended as a guarantee or warranty of the physical condition of
the property.
Sworn to before me this day of Cordtsen Design Architecture, Inc.
2017
by:
` I r
[seal affixed below]
D A�
0
yL ' IFY 106392
lob •� ETA
A -
ATTACHMENT 0
Certification by Sponsor's Architect 3
ATTACHMENT A: List of Architectural Plans and Specifications
LIST OF FULL SIZE DRAWINGS for Clubhouse
DWG. NO DRAWING TITLE PREPARED BY DATE
Coversheet CDA 10/12/16
A0.0 Specifications CDA 10/12/16
A1.0 Basement Floor Plan CDA 10/12/16
A1.1 First Floor Plan CDA 10/12/16
A1.2 Roof Plan CDA 10/12/16
A2.0 Exterior Elevations CDA 10/12/16
A2.1 Exterior Elevations CDA 10/12/16
A3.0 Building Sections & Details CDA 10/12/16
A3.1 Building Sections & Details CDA 10/12/16
S0.0 Foundation Plan CO 10/20/16
S0.1 Details CO 10/20/16
S0.2 Details CO 10/20/16
S0.3 General Notes CO 10/20/16
S 1.0 First Floor Framing CO 10/20/16
S2.0 Roof Framing CO 10/20/16
S3.0 First Floor Shearwalls CO 10/20/16
M1.1 Mechanical Notes & Schedules JK 3/09/17
M2.1 Mechanical Plans JK 3/09/17
P1.1 Plumbing Notes & Schedules JK 3/09/17
P2.1 Plumbing Plans JK 3/09/17
P2.2 Plumbing Plans JK 3/09/17
E1.1 Electrical Notes & Schedules JK 3/09/17
E2.1 Electrical Plans JK 3/09/17
FP1 Notes & Details JK 1/04/17
FP2 Ground Sprinkler Layout JK 1/04/17
FP3 Ground Isometric JK 1/04/17
FP4 Ground Noding Summary JK 1/04/17
CDA - Cordtsen Design Architecture, Inc.
CO - Camera/ O'neill, Inc.
JK - James Koppenhaver, Inc.
ACTIVE/78176.1/AGLICKSON/6278844v2
ATTACHMENT 0
CERTIFICATION BY EXPERT CONCERNING ADEQUACY OF BUDGET
(Part 22)
Plaza Realty and Management Corporation
1010 Hope Street, 2nd Floor
Stamford, Connecticut 06307
New York State Department of Law
Real Estate Finance Bureau
120 Broadway, 23d Floor
New York, New York 10271
Re: Kingfield, International Drive, Rye Brook, New York 10573
Ladies and Gentlemen:
The sponsor of the homeowners association offering plan for the captioned property
retained our firm to prepare Schedule A, containing projections of income and expenses
for the first year of operation as a homeowners assoc ation. our experience in this field
over 30 years includes management of 50 homeown..rs associations and
condominiums. our firm is a member of the Community Associations Institute (CAI),
and Richard Smeriglio is designated by CAI as a Cerl"ified Manager of Community
Associates (CIVICA). His experience includes the management of Oakridge
Condominiums in South Salem, New York, The Classic Condominium in Stamford,
Connecticut and The Commons Condominium in Greenwich, Connecticut.
We understand that we are responsible for complying with Article 23-A of the General
Business Law and the regulations promulgated by the Department of Law in Part 22,
insofar as they are applicable to Schedule A.
We have reviewed the Schedule and investigated the facts set forth in the Schedule and
the facts underlying it with due diligence in order to f%,,)Iwm a basis for this certification.
We have also relied on our experience in managing residential property.
We certify that the projections in Schedule A appear i-)asonable and adequate under
existing circumstances, and the projected income ape=ars to be sufficient to meet the
anticipated operating expenses for the projected first year of operation as a
homeowners association. We certify that the Schedu I�:
(i) ) sets forth in detail the projected income an(I expenses for the first year of
HOA operation;
ATTACHMENT P
Budget Certification2
(ii) affords potential investors, purchasers and participants an adequate basis
upon which to found their judgment concerning the first year of operation as a
homeowners association;
(iii) does not omit any material fact;
(iv) does not contain any untrue statement of a material fact;
(v) does not contain any fraud, deception, concealment, or suppression;
(vi) does not contain any promise or representation as to the future which is
beyond reasonable expectation or unwarranted by existing circumstances;
(vii) does not contain any representation or statement which is false, where we:
(a) knew the truth; (b) with reasonable effort could have known the truth;
(c) made no reasonable effort to ascertain the truth; or (d) did not have
knowledge concerning the representation or statement made.
We further certify that we are not owned or controlled by the sponsor.
We understand that a copy of this certification is intended to be incorporated into the
offering plan. This statement is not intended as a guarantee or warranty of the income
and expenses for the first year of operation as a homeowners association.
This certification is made under penalty of perjury for -:he benefit of all persons to whom
this offer is made. We understand that violations are subject to the civil and criminal
penalties of the General Business Law and Penal LalN."
V-1
Sworn to before me this 3� day of Plaza Realty and M-a eme
2 0 17 Corporation_
f
fr f
by.
Rjt:hard J. Smeriglio, Vice Presi ent
_ f= i!
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ACTIVE/78176.1/AGLICKSON/6302457v2
ATTACHMENT P