Village Board Meeting Special Minutes - 1/10/07

Minutes of a Special Meeting of the Board of Trustees of the Village/Town of Mt. Kisco held on January 10, 2007 at 7:35 AM in Village Hall, 104 Main Street, Mount Kisco, New York.

Present: Mayor J. Michael Cindrich

Trustee Peter DiChiara

Trustee George Griffin, Jr.

Trustee Peter Grunthal

Trustee Anthony Markus

Also Present: James Palmer, Village Manager

Whitney Singleton, Village Attorney

The following motion was made by Mayor Cindrich and seconded by Trustee Griffin, Jr. to go into an Executive Session to discuss the potential sale of real property (a portion of the former Swiss Benevolent Society Property), all in favor.

Motion Adopted

Mayor Cindrich Aye

Trustee DiChiara Aye

Trustee Griffin, Jr. Aye

Trustee Grunthal Aye

Trustee Markus Aye

At 8:55 AM the Village Board reconvened the Special meeting and the following motion was offered by Mayor Cindrich and seconded by Trustee Griffin, Jr. to authorize the Village�Manager or the Village Attorney to execute a lease agreement,�with related Stipulation of Settlement and Contract of Exchange revisions (02 CIV 444 SCR/GAY) (collectively "the Agreements)proposed by Westchester Residence and Club LLC ("W.R.C.LLC") and�Town and Country Adult Living, Inc.,�(Plaintiff or "T&C")�for the lower 18 +/- acres of the property now owned by the Village of Mount Kisco Tax ID # 69.49-4-1�with the following�pre-conditions:

1. The underlying lease shall not be assignable�by the Tenant or Plaintiff Town & Country to another entity without the village's prior written consent, which shall not be unreasonably withheld. Assignment which would contemplate any use other than the use set forth in the�Agreement shall constitute a reasonable basis for denial of consent.

2. The $1.15 million dollar installment�payable hereunder shall be due�and payable at the time�of the effectiveness of the lease�and�the initial deposit amount of $350,000.00 shall�at such time also be fully paid over to the Village,�such total deposit of $1,500,000.00 now being agreed to be�nonrefundable.

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3. Town & Country Adult Living, Inc. for itself, successors and assigns agrees to execute�a restrictive covenant in recordable form with the appropriate written consents by all mortgagees of record. Such restrictive covenant shall be�recorded with the Westchester County Clerk's Office and shall constitute a covenant and restriction precluding the existing Town & Country site for any use other than single�one-family homes from the date of execution of the lease onward. This restrictive covenant shall apply irrespective of whether the underlying transaction is consummated�by the parties to�such Agreements.

4. The Village shall have the option within six (6) months of the execution of this lease to�sooner transfer title of the leased premises to the�Tenant.� Town & Country shall�at such time simultaneously deliver title to�the Village, the Town & Country's property free and clear of all mortgages and encumbrances with any structures on the property designated by the Village to be removed by�Town & Country within thirty (30) days of request. In the event that the Village exercises such option, any outstanding balance due the Village ($2,000,000.00 + interest and taxes) shall be secured by a mortgage on the eighteen (18) acre subject premises, which shall be subordinate to the mortgage for acquisition financing put in place at the signing of the lease.

Motion Adopted

Mayor Cindrich Aye

Trustee DiChiara Aye

Trustee Griffin, Jr. Aye

Trustee Grunthal Nay

Trustee Markus Aye

The meeting was adjourned at 9:30 AM.

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James M. Palmer, Village Manager