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Klien-Alexander Property Briar Lane- Gifts Of Real PropertyGERALD A. VERGILIS" KENNLTII M. STEN6ER ALHEK1 1j. ROBERTS THOMAS R. DAVIS [,()(,its J. VICItf) , I - I , I JOAN F". GARRII'Pj-* KEVINT. X/1(I)I-'.RM01'T ANCEL 1. FALC6N ANT] JONY M. DEFAZIOd'"la JAMES R 1-10RAN**` RAUL.I. HAGGERTY 1A)MIT'I'MTO PRA( TI(T IN NY & FLA, "ADMI [ITT)TO PRACTICE IN NY &-, CONN "AIM17H) TO PRACTICE, IN NJ January 17, 2008 VER GILIS, STENGER, ROBERTS & DAvis, LLP ATTORNEYS AND COUNSELORS AT LAW 1 136 ROUTE 9 WAPPINGERS FALLS, NFW YORK 12,590 (845) —298-2000 FAX (845,1 298-2842 Www.\m,j).com C-111ail: info(,,%Nrp.con) Hon. John C. Masterson, Town Clerk Town of Wappinger 20 Middlebush Road Wappingers Falls, New York 12590 Re: Klein and Alexander to Town of Wappinger File No. 12951.0938 Dear Chris: 00UNSL'A-: KAREN MacNISH LEGAL ASSISTANT� AMY F. DEICARLO MARIA L JONES CLOSING COORDJNAT()R: SUSAN E. C7AFFINF, POLfGHKEEPSIF 01,41( - T' 276 MAIN MALL 1:10UGHKEIEPSIF, NY 12601 (845) 452-l046 NEWBURGH OFFICH, 299 N. PI,ANK ROAD, SUITE 106 NEWBURGH, NY 12550 1845),567-3783 I am enclosing herewith a copy of the closing statement, title policy and original deed in connection with the above. Should you have any questions, please contact me. Very truly yours, VERGILIS, STENGER, ROBERTS & DAVIS, LLP ALBERT R ROBERTS APR/so Enclosures cc: Hon. Christopher J. Colsey, Supervisor Town Board File 0. Wappinger\Town BoardWein-Alexander\01 1708 transmittal letter to Masterson - deed, title, closing statement, etc-doc Date of Closing: CLOSING STATEMENT GIFT OF VACANT LAND -- TWO PARCELS Raymond Alexander, Jr., Lynn Alexander, James A. Klein and David J. Klein, Sellers To Town of Wappinger, Purchasers December 19, 2007 Place of Closing: Town of Wappinger 20 Middlebush Road Wappingers Falls, New York 12590 Premises donated: Persons Present: Briar Lane — 2 parcels of vacant land Grid # 6258-01-376680 Grid #:6258-01-425568 James A. Klein SELLER John M. Reed, Esq. SELLERS' ATTORNEY Joseph Ruggiero, Supervisor Town of Wappinger PURCHASER Albert P. Roberts, Esq. PURCHASER'S ATTORNEY Market Abstract Co, Inc. By: Sandra Duffy TITLE COMPANY ALL EXPENSES PAID by SELLER: Market Abstract Co., Inc. $ 662.00* Fee Insurance $450.00 Deed recording fee $ 42.00 EIA form $165.00 TP 584 5.00 2. Market Abstract Co., Inc. $1,616.28** Estimated 2008 Local Taxes Grid #: 6258 01 376680 $832.54 Grid M 6258-01-425568 783.74 3. TOTAL EXPENSES $2,278.28 Paid by ALKL Corporation Check # 501 * Paid by ALKL Corporation Check # 502 2007-177 Resolution Authorizing Acceptance of Gift of Real Property (Klein -Alexander, Briar Lane) At a regular meeting of the Town Board of the Town of Wappinger, Dutchess County, New York, held at Town Hall, 20 Middlebush Road, Wappingers Falls, New York, on August 27', 2007. The meeting was called to order by Joseph Ruggiero, Supervisor, and upon roll being called, the following were present: PRESENT: Supervisor Councilmembers ABSENT: Joseph Ruggiero William H. Beale Vincent F. Bettina Joseph P. Paoloni (arrived at 7:38 PM) Maureen McCarthy The following Resolution was introduced by Councilman Paoloni and seconded by Councilwoman McCarthy. WHEREAS, by letter dated August 1', 2007, James A. Klein, on behalf of Klein - Alexander Properties, has offered to donate to the Town two (2) parcels of property located on Briar Lane, one parcel containing approximately 7.549 acres and identified as tax grid no. 6258- 01-425568 and the second parcel containing approximately 10.379 acres identified as tax grid no. 6258-01-376680, said parcels being shown on Map #6339 filed in the Dutchess County Clerk's Office on March 18a', 1982; and WHEREAS, the Town Board intends to accept the two (2) parcels upon conditions hereinafter set forth. NOW, THEREFORE, BE IT RESOLVED, as follows: 1. The recitations above set forth are incorporated in this Resolution as if fully set forth and adopted herein. 2. The Town Board hereby conditionally agrees to accept a gift of two (2) parcels of land located on Briar Lane in the Town of Wappinger, one parcel containing approximately 7.549 acres and bearing tax grid no. 6258-01-425568 and the second parcel containing approximately 10.379 acres and bearing tax grid no. 6258-01-376680, as the same are depicted and identified on Map #6339 filed in the Dutchess County Clerk's Office on March 18a', 1982, owned by Klein -Alexander Properties or its successor, subject however to: A. Klein -Alexander Properties providing a Phase I Environmental Audit, and, if necessary, a Phase H Environmental Audit, certifying that there are no violations of any Federal, State or Local Statute, Rule, Regulation or Ordinance relating to hazardous waste, hazardous contaminants, or any other environmentally unsafe condition, or, in the event that such Environmental Audit discloses violations, that the donor, Klein -Alexander Properties, remove such violations prior to the transfer of title; in the event that any environmentally unsafe conditions are disclosed by the Environmental Audit, and the donor is unable to remove them, the Town Board shall be under no obligation to accept title to such premises. B. The donor supplying to the Town a title insurance policy, in an amount to be determined by the Attorney to the Town, insuring that the premises are being transferred free and clear of any liens, encumbrances or other title defects in form acceptable to the Attorney to the Town. C. Upon receipt of an Environmental Audit satisfactory to the Engineer to the Town and to the Attorney to the Town, the Town Supervisor is authorized to accept the deed of conveyance into the Town and to execute any documents necessary to have said deed recorded in the Dutchess County Clerk's Office. The recording charges are to be paid by the donor, Klein - Alexander Properties. The foregoing was put to a vote which resulted as follows: JOSEPH RUGGIERO, SUPERVISOR Voting: AYE WILLIAM H. BEALE, COUNCILMAN Voting: AYE VINCENT F. BETTINA, COUNCILMAN Voting: AYE JOSEPH P. PAOLONI, COUNCILMAN Voting: AYE MAUREEN McCARTHY, COUNCILWOMAN Voting: AYE Dated: Wappingers Falls, New York 8/27/2007 The Resolution is hereby duly declared adopted. V r /JOHN C. MkSTERSON, TOWN CLERK KLEIN-ALEXANDER PROPERTIES 300 WESTAGE BUSINESS CENTER, SUITE 260 FISHKILL, NY 12524 (845) 897-4384 FAX #(845) 897-3238 August 1, 2007 Town Board Town of Wappinger 20 N iddlebush Road Wappingers Falls, NY 12590 RE: Tax Grid Parcels #6258-01-376680-0000 and 46258-01-425568-0000 Gentlemen: pAU 2,00 U 14 ei_ E �-� � :noir rivnixt OF I am writing to you in my capacity as the senior partner of Klebn-Alexander Properties, which owris the two parcels of unimproved real property identified by the grid numbers mentioned above. Both parcels are located on Briar Lane. The first parcel is shown on the tax map as consisting of 8.16 acres and the second is shown on the tax znap as consisting of 9.05 acres. In reality, however, based upon the information contained on Map 46339 that is filed in the Dutchess County Clerk's office on March 18, 1982, the first parcel consists of 7.549 acres and the second parcel 10.379 acres. On behalf of Klein -Alexander Properties, we hereby offer to donate the same to the Town of Wappinger provided that the same can be accomplished no later than December 15, 2007. If the Town decides to accept this offer, we will immediately, upon receipt of such acceptance, provide the Deed, related papers necessary for recording, and a title insurance policy insuring the Town of Wappinger for those parcels. It is important that this matter be acted on because of the requirement that it be done in this calendar year and, therefore, we appreciate your prompt attention to this shatter. If you require any further information, please feel free to communicate with the undersigned. Otherwise, we await your response. Thank you. Very truly yours, KLEIN- Senior P Albert P. Roberts, Esq. 1136 Route 9, Wappingers Falls, NY 12590 Jay Paggie, PE, PC 54-56 Main ,Street, Poughkeepsie, NY 12601 1136 Route 9 Wappingers Falls, NY 12590 Phone, 845-2982000 Fax, 646-298-2842 Fac To: Joe Ruggiero From Albert P. Roberts Fax: 297-4555 Date: August I3, 2007 Klein/Alexander donation to the Town Re: Pages: Pages to Follow 1E: Tax Grid Parcels No.: 6258-01-376680 6258-01-425568 Dear Joe: Enclosed please find letter to Klein/Alexander in connection with their offer to donate certain properties off of Briar Lane. 'i7J'hen Jim Mein met with Jay and I two (2.) weeks ago, he indicated he might pay for a Phase I Environmental. Since these properties are in relativt close proximity to the contaminated. Fairchild site, both Jay and 1 believe that a Phase I, and possibly a Phase II, Environmental audit is necessary. The question becomes if Jim does not want to undertake the environmental audit, will the Town accept the gift? Please advise ASAP so I can draft alae Resolution accordingly, Thant: you. cc: Jay Paggi ',amu iv Lv�„�,x V,) -VV IIf V01\ai LLL rHA NU, o4o ,-do C(S4L F. 2/2 GERALD A. VL:IZGII�IS' KENNETH M. STENGEit AI.RRRT P ROBERTS TROMAS It, DAVIS .LOUIS J. VIGL.01 I'1 .10AN P. GARRETT** I(EVIN T. McommOTT ANGEL I. FALWN ANTHONY M, DEFAZIO' 4:* JAMPZ P. HORAN*** I'A(JL,1. HAGGERTY VERCrLIS, STENC ER, ROBERTS & DAvis, LLP ATTORNEYS AND COUNSELORS AT LAW 11.36 ROu'rF, 9 WAPT?.TNCi.ERS FALLS, NEW YORK 1.2590 (845) 299-2000 IMAX (l45) 298-2642 www.wrp,cnm . e-mail: in(o*vsrp.com -ADMITTED TO PRACTICP 1N NY A FLA. 1+ADM 17111) TO 1`ftAC I'ICIS _ IN NY s CONN, Aohv-rrF.'U'r0 PRACTICE IN w Via telefax (845-897-3238) and by fi.TSt cllgss mail 0 August 13, 2007 Kkin-Alexander Properties 300 Westage Business Center, Suite 260 Fishkill, New York 12524 Attention: James A. Klein RB: Tax Grid Parcels No., 6258-01-376680 6258-01-425568 Dear Jim: OF COUNSEL: KAREN MAcNISIT .LL"<GAL ASSIS')'ANI' AMY T3, DPCART,O MARTA L. JONES CLOSING COORTANATM SUSAN E. CAPPINE POUGHKEEPSTE OFrTCE 276 MAIN MALL POUGIiKET:PSTE. NY 12601 (845) 452-.1046 NEWBURCH OFFfCF 299 N_ PLANK ROAD, SUITE 106 NEWRURCiH, NY 1255f) (545)567,3783 In connection with yolii offer to donate the above two (2) parcels to the Town of Wappinger, please be advised the matter has been placed on the agenda for the August 27th Town Board Meeting. Please advise if you will undertake a Phase I Environmental Assessment Review, and, if necessary, a Please Il review as part of this offer. Please advise as soon as possible so that I can discuss the proposed offer with Supervisor Ruggiero. Very truly yours, VERGILIS, STENGER, ROBERTS & DAVIS, LLP ALBERT P. ROBERTS APR:dlb cc: Jay Paggi, P.E. OAWappingar\Tcwn SnardWeill-Alexmidei,\08)3Ti7-Itr 10.1ames A. Klein•doc M2 DUTCHESS COUNTY CLERK RECORDING PAGE ALBERT P ROBERTS 1136 RTE 9 WAPPINGERS FALLS NY 12590 RECEIVED FROM: MARKET ABSTRACT GRANTOR: ALEXANDER RAYMOND JR GRANTEE: WAPPINGER TOWN RECORDED IN: DEED INSTRUMENT TYPE: RECORDED: 12/24/2007 AT: 10:43:10 DOCUMENT #: 02 2007 9123 TAX DISTRICT: WAPPINGER EXAMINED AND CHARGED AS FOLLOWS: RECORDING CHARGE: TRANSFER TAX AMOUNT: TRANSFER TAX NUMBER: #002876 E & A FORM: Y TP -584: Y JAN 117-007 1111111,1111111111911111111111 0 2 2 0 0 7 1 2 3 pX41 90 "1 NUMBER OF PAGES DO NOT DETACH THIS PAGE THIS IS NOT A BILL COUNTY CLERK BY: KMS RECEIPT NO: R83474 BATCH RECORD: D00125 "FORD KENDALL County Clerk 4 'Ja6ULddeM �o uMol aq; ol 1�L6 P SL 30NVA3AN03 SIHI '00-8999ZZti-TO-89Z9 PUP 0899L£ -T0 -89Z9 :SUOLgPUbLSOP dVN XVI 'aUe1 JQtJq so UMOU� 412M"PMg6Lg P se pasn ao p94POLPOD Uaa4 aAnq FPw ZPq4 uoLYaod FuP 6utjdaox3 aj' ygs,�aa10 4uno0 ssa aqt UL Z961 `6I L� 6££9#k dPW uo 'OP 6LE df VLL4adwoo I awZjPda0 u4LpaH runo3 ssego4n0 aq; UP ;noggLM par!rrsLt „ l4waad 6uLpLLnq ou 'qOL 6U LP L'Lnq P ';ON aapuPx@ LV '8 U La LN s P Pa4eu6 LSap PUP UMogs 13321Vd :sMotto; SP z pagLa3sap 6 • aOA MaN 10 d412S PUL) ssagor Mol agv L'L 6, PUP GULA 'a;Pn*Ls PUP L 10 sLaoal�d.a Sa�aLL 's{OLd ULP;aao asoq 11V p �5 °I` °zanaio; d �#o-pos>aT ;o load mp ;o sa`dcsse pue siossaaons rc. to snaq aq; I-cl paoaas atp ;o Awad otp olun --alai po Au!4:'� gaiaq scop `7xii�C ,�1ac as tt �x pgp�X ,4 �-. °��uS��34xacx3car�c�>a�Ii �g gaed puooes age. 4o /,';aPd aq; eq� UOLrPUap P se >#M 16 1 �(xilc'ued ;sig aq; ;o 14[vd aqa Intp H.L3SoN.IjM 'led puoaas age ;o lased 069ZI AN `slte3 aa6ULdd2M 'P� gsngaLPPlpj OZ :J.P_ SSaappP SQL 6ULAPq UOLjPaodaOO LPdLOLunw P `K9NIddVM 30 NMOL pua I=d ism 1 ag;;o Aared £09ZI AN 'aLsdaajg6nod •aAd MaLA06aLLo0 LI •bs3 'Paab •W u4OP 0/0 d30NVXIIV 'L' HAW PuP NI31N 'V MVP `d30NtfX31H NNAI ` dP '230NVX31V ONOWAVd N33AU39 LOOZ '6T a9gwa0@0 uo apEu `3ZInM34NI SIM n A1NO SIMAMY1 Al aasn 3a ainom IN3N IdISM SKI. 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N3vi9aaiMONNov 'i$ kIBRUpa• lwSh3 WPN. 1 L%M p33l1 W @1)Kid' -)ua-nnsut ate paanaaxa 'papm (s)Tnpinlputa ;o;aegaq uodn uosaad ata-'(s)pmptA -tput at) 'auaumTisut aTg uo (s)a wa!s lata/aat/stq dq Pete pue '(sat)64loudej ataga/iagrsM m aures ata pmnooxa Xata/ags/at aegp aur of po9paimou3joe pue luommisut wTptm ata of paq!j-qns (aae) Sr (S)a-eu asogm (s)lenprntput ata aq of aouaptea bol -oe;spes;o siseq aqi uo a- of panoad ao a- oa umomi ,fip>.uosiad aapueX0LN •C�.PLAea pT'e uLaL)i •'d sau)eC uuRI 9 *Up .iapupX;91 , pUOW))Q� p—od& Atltuosind 'pauStsaapun alp `a- aagjoq LOOZ `6j jagwaoap up ss ssago4na 3o Cjuno3 1])1ox Alam jo algis (9 -HE ldtl) 31tl1S NtlOA M3N NI 1NW40031MONHOtl NE2 Lawyers Title Insurance Corporation lssued bytln POLICY NUMBER LandAmerica Lawyers Title Insurance Corporation is a member of the C29-002-114 -8 Lawyers Title LandAmerica, family of title insurance underwriters. Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE 6, AND THE CONDITIONS, LAWYERS TITLE INSURANCE CORPORATION, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or Incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized' by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation,, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto, the Land of existing improvements located on adjoining land, 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land,; or (d) environmental protection, if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain it a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer Linder federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii') to impart notice of its existence to a purchaser for value or to, a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys" fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF, the Company has caused this Policy to be signed with the facsimile signatures of its President and Secretary and sealed as required by its By -Laws. LAWYERS TITLE INSURANCE CORPORATION \,k%S ..0 R A . ....... Attest:pry By: 744,4"t S E A L:** President resident Dbl Cover — ALTA Owner's Policy (06/17/06) Form1190-126 Valid only if Schedules A and B are attached 9Z4_06I_1 8 allil saaAmel In .N EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating. to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion -1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights.of eminent domain. This Exclusion does not modifyor limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10; or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A CONDITIONS 1 DEFINITION OF TERMS The following terms when used in this policy mean: (a) `Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 11 and 12 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy' in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (1) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, named Insured, (2) if the grantee wholiy owns the (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named insured are both wholly-owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (i3), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the. Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. A. Q) "Title": The estate or interest described in Schedule (k) . "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the insured. 3_ NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any ciaim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Conditions Continued Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the insured CIaimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must de so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under cath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim_ 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay_ Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the Iesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) if the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title; as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the Iack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Conditions Continued Company or with the Company's consert<t, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of. Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to:. which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company_ If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully raver the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the bate of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. in neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 1 S. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at: Consumer Affairs Department PO Box 27567 Richmond, Virginia 23261-7567 THANK YOU. Title insurance provides for the protection of your real estate investment. We suggest you keep this policy in a safe place where it can be readily available for future reference. If you have questions about title insurance orthe coverage provided by this policy, contact the office that issued this policy, or you may call or write: Lawyers Title insurance Corporation ConsumerAffairs P.O. Box 27567 Richmond, Virginia 23261-7567 telephone, toff free: 800 446-7086 web: www.landam.com We thank you for choosing to do business with Lawyers Title insurance Corporation, and look forward to meeting your future title insurance needs. Lawyers Title Insurance Corporation is a member of the LandAmerica family of title insurance underwriters. C LandAmerica Lawyers Title Title Number: Policy Date 1. Name of Insured Town of Wappinger Schedule A Alta Owner Policy 12609 LTI1M Policy Number .N 12/19/2007 Policy Amount 2. The estate or interest in the land which is covered by this policy is: Fee Simple C29-0027148 $ 55,000.00 3. Title to the estate or interest in the land is vested in: Deed made by Raymond.Alexander, Jr., Lynn Alexander, James A. Klein and David J. Alexander to Town of Wappinger dated 12/19/2007 and recorded 12/24/2007 as Document #02 2007 9123 in the Dutchess County Clerk's Office. 4. The land referred to in this policy is described as follows: SEE SCHEDULE "A" DESCRIPTION ATTACHED M i a` as T0110ws: Schedule A Description Title Number 12609 LTIIM Policy Number: C29-0027148 Page ALL those certain plots, pieces or parcels of land situate lying and being in the Town of Wappinger, County of Dutchess and State of New York being described parcel shown and designated as "Other lands of Klein & Alexander Not a building lot, no building permits to be issued without approval of the Dutchess County Health Department" and comprising 7.549 ac. on Map # 6339 filed March 18, 1982 in the Dutchess County Clerk's Office and parcel shown and designated as "Other lands of Klein & Alexander Not a building lot, no building permits to be issured without approval of the Dutchess County Health Department" and comprising 10.379 ac. on Map # 6339 filed March 18, 1982 in the Dutchess County Clerk's Office. Excepting any portion that may have been dedicated or used as a highway or roadway known as Briar Lane. Tax map designations 6258-01-376680-00 and 6258-01-425568-00 Owner's Policy Schedule B Title Number: 12609 LTIIM Policy Number:C29-0027148 The following are expressly excluded from coverage of Policy, and the Company will not pay loss or damage costs, attorneys' fees, or expenses which arise by reason of: 1 _ The exact location, courses and dimensions are not insured without a survey certified to the Company. 2. The exact acreage of the premises herein is not insured. 3. Rights of others in and to the free and uninterrupted flow of any stream or creek crossing or bounding the premises. 4. Rights of utility companies to maintain their poles, wires and guys. 5. Underground encroachments and easements, if any, including pipes and drains and such rights as may exist for entry upon premises to maintain and repair the same. 6. Rights of others in and to that portion of premises lying within the right of way/bed of Briar Lane. STANDARD NEIN YORK ENDORSEMENT (OWNER'S POLICY) Issued ay Lawyers Title Insurance Corporation LandAmerica Lawyers Title Lawyers Title Insurance Corporation is a member of the LandAmer..Tca family of title insurance underwfiters. 1. Covered Risk Number 2(c) is deleted. 2. The following is added as a Covered Risk: 11. Any statutory lien for services, labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 3. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. IN WITNESS WHEREOF, the Company has caused this Endorsement to be signed with the facsimile signatures of its President and Secretary and sealed as required by its Sy -Laws. LAWYERS TITLE INSURANCE CORPORATION Dated: i'�gL) 07 President Countersigned: SEAL ? Attest: , BY �36) •�f6RAS'�ASecretary Authorized Officer or Agent End_ — Standard New York (511107) FOR USE WITH ALTA OWNER'S POLICY (6-17-06) Farm 1190-84A ORIGINAL