Executed Contract for Unimproved Land_Rider with Exhibits - Wappinger RE LLC -(180506641.1)RESIDENTIAL CONTRACT OF SALE ('2000)
This form was originally prepared by the Real Property Lawn Section of the New York State Bar
Association and the Committee on Real Property Law of the Association of the Bar of the City of
New York. This form may have been altered by the user and any such alterations may not be
apparent. To view or download the original unaltered text of this form, visit the Real Estate Law
page at www.abcny.org.
Warning: No representation is made that this form of contract, for the sale and purchase of real estate
complies with Section 5-702 of'the General Obligations Law ("Plain Language Law').
CONSULT YOUR LAWYER BEFORE SIGNING THIS CONTRACT
NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION
This contract form does not provide for what happens in the event of fire, or other casualty loss or
condemnation before the title closing. Unless different provision is made in this contract, Section 5-1311
of the General Obligations Law will apply. One part of that law makes a Purchaser responsible for fire
and casualty loss upon taking possession of the Premises before the title closing.
Contract for Unimproved Land
Contract of Sale made as of; 2026, by and between WAPPINGERS RE LLC,
having an address at c/o Lester Greenberg sq., Tarter Krinsky & Drogin, LLP, 1350 Broadway, 1111
Floor, New York, New York 10018 ("Seller") and Town of Wappinger having an address at 20
Middlebush Road, Wappingers Falls, New York 12599 ("Purchaser").
The parties hereby agree as follows:
1. Premises. Seller shall sell and convey and Purchaser shall purchase the property, together with all
improvements thereon (the "Premises"), more fully described on a separate page marked "Schedule A",
annexed hereto and made a part hereof being approximately 326.34 acres of undeveloped land with Tax Map
Designation 135689-6158-04-951582.
Together with Seller's ownership and rights, if any, to land lying in the bed of any street or highway, opened or
proposed, adjoining the Premises to the center line thereof, including any right of Seller to any unpaid award by
reason of any taking by condemnation and/or for any damage to the Premises by reason of change of grade of
any street or highway. Seller shall deliver at no additional cost to Purchaser, at Closing (as hereinafter defined),
or thereafter, on demand, any documents that Purchaser may reasonably require for the conveyance of such title
and the assignment and collection of such award or damages.
2. Purchase Price. The purchase price is Two Million Seven Hundred Thousand Dollars and
00/100 ($2,700,000.00) payable as follows:
(a) on the signing of this contract, by WIRE TRANSMISSION to the Escrowee (as hereinafter
defined), subject to collection, the receipt of which is hereby acknowledged, to be held in escrow pursuant to
paragraph 6 of this contract (the "Downpayment"): One Hundred Thirty Five Thousand Dollars
($135,000.00);
(b) balance at Closing in accordance with paragraph 7: Two Million Five Hundred Sixty -Five
Thousand and 00/100 ($2,565,000.00)
002293\RE 1702\ 180333711.v2
3. Downpayment in Escrow. (a) Seller's attorney ("Escrowee") shall hold the Downpayment in
escrow in a segregated bank account at Bank United, N.A., 960 Avenue of the Americas, New York, New
York, until Closing or sooner termination of this contract and shall pay over or apply the Downpayment in
accordance with the terms of this paragraph. Escrowee shall hold the Downpayment in a non-interest
bearing account for the benefit of the parties. If interest is held for the benefit of the parties, it shall be paid
to the parry entitled to the Downpayment and the parry receiving the interest shall pay any income taxes
thereon. If interest is not held for the benefit of the parties, the Downpayment shall be placed in an IOLA
account or as otherwise permitted or required by law. The Social Security or Federal Identification numbers
of the parties shall be furnished to Escrowee upon request. At Closing, the Downpayment shall be paid by
Escrowee to Seller. If for any reason Closing does not occur and either parry gives Notice (as defined in
paragraph 25) to Escrowee demanding payment of the Downpayment, Escrowee shall give prompt Notice to
the other parry of such demand. If Escrowee does not receive Notice of objection from such other parry to the
proposed payment within 15 business days after the giving of such Notice, Escrowee is hereby authorized
and directed to make such payment. If Escrowee does receive such Notice of objection within such 15 day
period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall
continue to hold such amount until otherwise directed by Notice from the parties to this contract or a final,
nonappealable judgment, order or decree of a court. However, Escrowee shall have the right at any time to
deposit the Downpayment and the interest thereon with the clerk of a court in the county in which the
Premises are located and shall give Notice of such deposit to Seller and Purchaser. Upon such deposit or
other disbursement in accordance with the terms of this paragraph, Escrowee shall be relieved and discharged
of all further obligations and responsibilities hereunder.
(b) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request
and for their convenience and that Escrowee shall not be liable to either parry for any act or omission on its
part unless taken or suffered in bad faith or in willful disregard of this contract or involving gross negligence
on the part of Escrowee. Seller and Purchaser jointly and severally (with right of contribution) agree to
defend (by attorneys selected by Escrowee), indemnify and hold Escrowee harmless from and against all
costs, claims and expenses (including reasonable attorneys' fees) incurred in connection with the
performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by
Escrowee in bad faith or in willful disregard of this contract or involving gross negligence on the part of
Escrowee.
(c) Escrowee may act or refrain from acting in respect of any matter referred to herein in full
reliance upon and with the advice of counsel which may be selected by it (including any member of its firm)
and shall be fully protected in so acting or refraining from action upon the advice of such counsel.
(d) Escrowee acknowledges receipt of the Downpayment by check subject to collection and
Escrowee's Contract to the provisions of this paragraph by signing in the place indicated on the signature
page of this contract.
(e) Escrowee or any member of its firm shall be permitted to act as counsel for Seller in any
dispute as to the disbursement of the Downpayment or any other dispute between the parties whether or not
Escrowee is in possession of the Downpayment and continues to act as Escrowee.
(f) Omitted
4. Acceptable Funds. All money payable under this contract, unless otherwise specified, shall be paid
by
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002298\RE1702\180333711.v2
(a) AT SELLER'S ELECTION, WIRE TRANSMISSION TO SELLERS ESCROW
ACCOUNT (i) Good official check issued by any bank, savings bank, trust company or savings and loan
association having a banking office in the State of New York, unendorsed and payable to the order of Seller, or
as Seller may otherwise direct upon reasonable prior notice (by telephone or otherwise) to Purchaser;
(b) As otherwise agreed to in writing by Seller or Seller's attorney.
5. No Mortgage Commitment Contingency.
This contract is not subject to Purchaser securing a mortgage.
6. Permitted Exceptions. The Premises are sold and shall be conveyed subject to the following
provided however that none of the following prevents Purchaser from securing insurable title with no increase
in the standard premium:
(a) Zoning, subdivision and environmental laws and regulations, and landmark, historic or
wetlands designation and covenants and restrictions of records, provided that they are not violated by the
existing improvements on the property or their use;
(b) Consents for the erection of any structures on, under or above any streets on which the
Premises abut;
(c) Encroachments of less than twelve (12) inches of stoops, areas, cellar steps, trim and
cornices, if any, upon any street or highway;
(d) Real estate taxes that are a lien, but are not yet due and payable; and
(e) The other matters, if any, including a survey exception, set forth in a Rider attached,
provided an "out of possession" or "rights of others" exception isn't raised.
7. Governmental Violations and Orders. (a) Seller shall comply with all notes or notices of
violations of law or municipal ordinances, orders or requirements noted or issued as of the date of Closing by
any governmental department having authority as to lands, housing, buildings, fire, health, environmental and
labor conditions affecting the Premises. The Premises shall be conveyed free of them at Closing. Seller shall
furnish Purchaser with any authorizations necessary to make the searches that could disclose these matters.
8. Seller's Representations. (a) Seller represents and warrants to Purchaser that:
(i) The Premises abut or have a right of access to a public road;
(ii) Seller is the sole owner of the Premises and has the full right, power and authority
to sell, convey and transfer the same in accordance with the terms of this contract;
(iii) Seller is not a "foreign person", as that term is defined for purposes of the Foreign
Investment in Real Property Tax Act, Internal Revenue Code ("IRC") Section 1445, as amended, and the
regulations promulgated thereunder (collectively "FIRPTA");
(iv) The Premises are not affected by any exemptions or abatements of taxes; and
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002298\RE1702\180333711.v2
(v) Seller has been known by no other name for the past ten years.
(b) Seller covenants and warrants that all of the representations and warranties set forth in this
contract shall be true and correct at Closing.
(c) Except as otherwise expressly set forth in this contract, none of Seller's covenants,
representations, warranties or other obligations contained in this contract shall survive Closing.
9. Condition of Property. Purchaser acknowledges and represents that Purchaser is fully aware of the
physical condition and state of repair of the Premises and of all other property included in this sale, based on
Purchaser's own inspection and investigation thereof, and that Purchaser is entering into this contract based
solely upon such inspection and investigation and not upon any information, data, statements or
representations, written or oral, as to the physical condition, state of repair, use, cost of operation or any other
matter related to the Premises or the other property included in the sale, given or made by Seller or its
representatives, and shall accept the same "as is" in their present condition and state of repair, subject to
reasonable use, wear, tear and natural deterioration between the date hereof and the date of Closing (except as
otherwise set forth in paragraph 16I or elsewhere herein), without any reduction in the purchase price or claim
of any kind for any change in such condition by reason thereof subsequent to the date of this contract.
Purchaser and its authorized representatives shall have the right, at reasonable times and upon reasonable
notice (by telephone or otherwise) to Seller, to inspect the Premises before Closing.
10. Insurable Title. Seller shall give and Purchaser shall accept such title as any reputable Title
Company licensed to do business in New York, shall be willing to approve and insure in accordance with its
standard form of title policy with no increase in its standard premium rate.
11. Closing, Deed and Title. (a) "Closing" means the settlement of the obligations of Seller and
Purchaser to each other under this contract, including the payment of the purchase price to Seller, and the
delivery to Purchaser of a bargain and sale deed with covenants against grantor's acts in proper statutory
short form for recording, duly executed and acknowledged, so as to convey to Purchaser fee simple title to the
Premises, free of all encumbrances, except as otherwise herein stated. The deed shall contain a covenant by
Seller as required by subd. 5 of Section 13 of the Lien Law.
12. Closing Date and Place. Closing shall take place at the office of Tarter Krinsky & Drogin
LLP, 1350 Broadway, New York, New York, at 2:00 p.m. ON OR ABOUT 60 DAYS FROM THE DATE
OF THIS CONTRACT. SEE RIDER.
13. Conditions to Closing. This contract and Purchaser's obligation to purchase the Premises are
also subject to and conditioned upon the fulfillment of the following conditions precedent:
(a) The accuracy, as of the date of Closing, of the representations and warranties of Seller made
in this contract.
(b) Omitted
(c) The delivery by Seller to Purchaser of a certificate stating that Seller is not a foreign person,
which certificate shall be in the form then required by FIRPTA or a withholding certificate from the Internal
Revenue Service. If Seller fails to deliver the aforesaid certificate or if Purchaser is not entitled under FIRPTA
to rely on such certificate, Purchaser shall deduct and withhold from the purchase price a sum equal to 15%
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002298\RE1702\180333711.v2
4"0 thereof (or any lesser amount permitted by law) and shall at Closing remit the withheld amount with the
required forms to the Internal Revenue Service.
(d) Omitted.
(e) Omitted.
(f) Omitted.
(g) The delivery by the parties of any other affidavits required as a condition of recording the
deed
14. Deed Transfer and Recording Taxes. At Closing, certified or official bank checks payable to the
order of the appropriate State, City or County officer in the amount of any applicable transfer and/or recording
tax payable by reason of the delivery or recording of the deed or mortgage, if any, shall be delivered by the
parry required by law or by this contract to pay such transfer and/or recording tax, together with any required
tax returns duly executed and sworn to, and such parry shall cause any such checks and returns to be delivered
to the appropriate officer promptly after Closing. The obligation to pay any additional tax or deficiency and any
interest or penalties thereon shall survive Closing. The Seller shall pay the NYS Transfer Tax.
15. Apportionments and Other Adjustments; Water Meter and Installment Assessments. (a) To the
extent applicable, the following shall be apportioned as of midnight of the day before the day of Closing: (i)
taxes [and water charges and sewer rents, on the basis of the fiscal period for which assessed;
(b) If Closing shall occur before a new tax rate is fixed, the apportionment of taxes shall be
upon the basis of the tax rate for the immediately preceding fiscal period applied to the latest assessed
valuation.
(c) Omitted.
(d) If at the date of Closing the Premises are affected by an assessment which is or may
become payable in annual installments, and the first installment is then a lien, or has been paid, then for the
purposes of this contract all the unpaid installments shall be considered due and shall be paid by Seller at or
prior to Closing.
(e) Any errors or omissions in computing apportionments or other adjustments at Closing
shall be corrected within a reasonable time following Closing. This subparagraph shall survive Closing.
16. Allowance for Unpaid Taxes, etc. Seller has the option to credit Purchaser as an adjustment to
the purchase price with the amount of any unpaid taxes, and assessments, [water charges and sewer rents,
together with any interest and penalties thereon to a date not less than five business days after Closing],
provided that official bills therefor computed to said date are produced at Closing.
17. Use of Purchase Price to Remove Encumbrances. If at Closing there are other liens or
encumbrances that Seller is obligated to pay or discharge, Seller may use any portion of the cash balance of the
purchase price to pay or discharge them, provided Seller shall simultaneously deliver to Purchaser at Closing
instruments in recordable form and sufficient to satisfy such liens or encumbrances of record, together with the
cost of recording or filing said instruments. As an alternative Seller may deposit sufficient monies with the title
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002298\RE1702\18033371Lv2
insurance company employed by Purchaser acceptable to and required by it to assure their discharge, but only
if the title insurance company will insure Purchaser's title clear of the matters or insure against their
enforcement out of the Premises and will insure Purchaser's Institutional Lender clear of such matters. Upon
reasonable prior notice (by telephone or otherwise), Purchaser shall provide separate certified or official bank
checks as requested to assist in clearing up these matters.
18. Title Examination; Seller's Inability to Convey; Limitations of Liability. (a) Purchaser shall
order an examination of title in respect of the Premises from a title company licensed or authorized to issue
title insurance by the New York State Insurance Department or any agent for such title company promptly after
the execution of this contract or, if this contract is subject to the mortgage contingency set forth in paragraph 8,
after a mortgage commitment has been accepted by Purchaser. Purchaser shall cause a copy of the title report
and of any additions thereto to be delivered to the attorney(s) for Seller promptly after receipt thereof.
(b) (i) If at the date of Closing Seller is unable to transfer title to Purchaser in accordance with
this contract, or Purchaser has other valid grounds for refusing to close, whether by reason of liens,
encumbrances or other objections to title or otherwise ("Defects"), other than those subject to which
Purchaser is obligated to accept title hereunder or which Purchaser may have waived and other than those
which Seller has herein expressly agreed to remove, remedy or discharge and if Purchaser shall be unwilling
to waive the same and to close title without abatement of the purchase price, then, except as hereinafter set
forth, Seller shall have the right, at Seller's sole election, either to take such action as Seller may deem
advisable to remove, remedy, discharge or comply with such Defects or to cancel this contract; (ii) if Seller
elects to take action to remove, remedy or comply with such Defects, Seller shall be entitled from time to
time, upon Notice to Purchaser, to adjourn the date for Closing hereunder for a period or periods not
exceeding 30 days in the aggregate (but not extending beyond the date upon which Purchaser's mortgage
commitment, if any, shall expire), and the date for Closing shall be adjourned to a date specified by Seller
not beyond such period. If for any reason whatsoever, Seller shall not have succeeded in removing,
remedying or complying with such Defects at the expiration of such adjournment(s), and if Purchaser shall
still be unwilling to waive the same and to close title without abatement of the purchase price, then either
parry may cancel this contract by Notice to the other given within 10 days after such adjourned date; (iii)
notwithstanding the foregoing, the existing mortgage (unless this sale is subject to the same) and any matter
created by Seller after the date hereof shall be released, discharged or otherwise cured by Seller at or prior to
Closing.
(c) If this contract is cancelled pursuant to its terms, other than as a result of Purchaser's
default, this contract shall terminate and come to an end, and neither parry shall have any further rights,
obligations or liabilities against or to the other hereunder or otherwise, except that: (i) Seller shall promptly
refund or cause the Escrowee to refund the Downpayment to Purchaser and, unless cancelled as a result of
Purchaser's default or pursuant to paragraph 8, to reimburse Purchaser for the net cost of examination of title,
including any appropriate additional charges related thereto, and the net cost, if actually paid or incurred by
Purchaser, for updating the existing survey of the Premises or of a new survey, and (ii) the obligations under
paragraph 27 shall survive the termination of this contract.
19. Affidavit as to Judgments, Bankruptcies, etc. If a title examination discloses judgments,
bankruptcies or other returns against persons having names the same as or similar to that of Seller, Seller shall
deliver an affidavit at Closing showing that they are not against Seller.
002298\RE1702\180333711.v2
20. Defaults and Remedies. (a) If Purchaser willfully defaults hereunder, Seller's sole remedy shall be
to receive and retain the Downpayment as liquidated damages, it being agreed that Seller's damages in case of
Purchaser's default might be impossible to ascertain and that the Downpayment constitutes a fair and
reasonable amount of damages under the circumstances and is not a penalty.
(b) If Seller defaults hereunder, Purchaser shall have such remedies as Purchaser shall be
entitled to at law or in equity, including, but not limited to, specific performance.
21. Purchaser's Lien. All money paid on account of this contract, and the reasonable expenses of
examination of title to the Premises and of any survey and survey inspection charges, are hereby made liens on
the Premises, but such liens shall not continue after default by Purchaser under this contract.
22. Notices. Any notice or other communication ("Notice") shall be in writing and either:
(a) sent by either of the parties hereto or by their respective attorneys who are hereby authorized
to do so on their behalf or by the Escrowee, or
(b) delivered in person or by overnight courier, with receipt acknowledged, to the respective
addresses given in this contract for the parry and the Escrowee, to whom the Notice is to be given, or to such
other address as such parry or Escrowee shall hereafter designate by Notice given to the other parry or parties
and the Escrowee pursuant to this paragraph. Each Notice
day f9liewing t4e date of mailing t4e safne, e*eept t4at any notiee to Eser-owee shall be deemed given enly "Oil
delivered in person or by overnight courier shall be deemed given when
delivered, or
(c) with respect to paragraph 7(b) or 20, sent by EMAIL to the party's attorney. The attorneys
for the parties are hereby authorized to give and receive on behalf of their clients all Notices and deliveries.
SEE RIDER.
23. No Assignment. This contract may not be assigned by Purchaser without the prior written
consent of Seller in each instance and any purported assignment(s) made without such consent shall be void,
unless to an LLC where the Purchaser is the majority member of the LLC or a Trust.
24. Broker. Seller and Purchaser each represents and warrants to the other that it has not dealt with
any real estate broker in connection with this sale other than McGrath Realty Inc. (Listing Broker- Brian
McGrath) (the "Broker") and Seller shall pay Broker any commission earned pursuant to a separate Contract
between Seller and Broker. Seller and Purchaser shall indemnify and defend each other against any costs,
claims and expenses, including reasonable attorneys' fees, arising out of the breach on their respective parts of
any representation or Contract contained in this paragraph. The provisions of this paragraph shall survive
Closing or, if Closing does not occur, the termination of this contract.
25. Miscellaneous. (a) All prior understandings, Contracts, representations and warranties, oral or
written, between Seller and Purchaser are merged in this contract; it completely expresses their full Contract
and has been entered into after full investigation, neither parry relying upon any statement made by anyone else
that is not set forth in this contract.
(b) Neither this contract nor any provision thereof may be waived, changed or cancelled
except in writing. This contract shall also apply to and bind the heirs, distributes, legal representatives,
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002298\RE1702\18033371Lv2
successors and permitted assigns of the respective parties. The parties hereby authorize their respective
attorneys to agree in writing to any changes in dates and time periods provided for in this contract.
(c) Any singular word or term herein shall also be read as in the plural and the neuter shall
include the masculine and feminine gender, whenever the sense of this contract may require it.
(d) The captions in this contract are for convenience of reference only and in no way define,
limit or describe the scope of this contract and shall not be considered in the interpretation of this contract or
any provision hereof.
(e) This contract shall not be binding or effective until duly executed and delivered by Seller
and Purchaser.
(f) Seller and Purchaser shall comply with IRC reporting requirements, if applicable. This
subparagraph shall survive Closing.
(g) Each party shall, at any time and from time to time, execute, acknowledge where
appropriate and deliver such further instruments and documents and take such other action as may be
reasonably requested by the other in order to carry out the intent and purpose of this contract. This
subparagraph shall survive Closing.
(h) This contract is intended for the exclusive benefit of the parties hereto and, except as
otherwise expressly provided herein, shall not be for the benefit of, and shall not create any rights in, or be
enforceable by, any other person or entity.
(i) If applicable, the complete and fully executed disclosure of information on lead-based
paint and/or lead-based paint hazards is attached hereto and made a part hereof.
IN WITNESS WHEREOF, this contract has been duly executed by the parties hereto.
SELLER:
WAPPINGERS RE LLC
Marvin Schwartz, Sole Member
PURCHASER:
TOWN OF WAPPINGER
By:
Jo eph D. Cavaccini, Town Supervisor
Receipt of the Downpayment is acknowledged and the undersigned agrees to act in accordance with the
provisions of paragraph 6 above.
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4/301202616:51:37 Marvin Schwartz 7725453325 112
successors and permitted assigns of the respective parties. The parties hereby authorize their respective
attorneys to agree in writing to any changes in dates and time periods provided for in this contract.
(c) Any singular word or term herein shall also be read as in the plural and the neuter shall
include the masculine and feminine gender, whenever the sense of this contract may require it.
(d) The captions in this contract are for convenience of reference only and in no way define,
limit or describe the scope of this contract and shall not be considered in the interpretation of this contract or
any provision hereof.
(e) This contract shall not be binding or effective until duly executed and delivered by Seller
and Purchaser.
(f) Seller and Purchaser shall comply with IRC reporting requirements, if applicable. This
subparagraph shall survive Closing.
(g) Each party shall, at any time and from time to time, execute, acknowledge where
appropriate and deliver such further instruments and documents and take such other action as may be
reasonably requested by the other in order to carry out the intent and purpose of this contract. This
subparagraph shall survive Closing.
(h) This contract is intended for the exclusive benefit of the parties hereto and, except as
otherwise expressly provided herein, shall not be for the benefit of, and shall not create any rights in, or be
enforceable by, any other person or entity.
(i) if applicable, the complete and fully executed disclosure of information on lead-based
paint and/or lead-based paint hazards is attached hereto and made a part hereof.
IN WITNESS W HEREOF, this contract has been duly executed by the parties hereto.
SELLER:
WAPPINCERS RE LLC
"_ -we a-VAe—
Marvin Schwartz, Sole M ber
PURCHASER:
TOWN OF WAPPINGER
By:
o eph D. Cavaccini, Town Supervisor
Receipt of the Downpayment is acknowledged and the undersigned agrees to act in accordance with the
provisions of paragraph 6 above.
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002298M170Z1$0333711 v2
TARTER I{ R ]N S KY & DROGIN LLP, Escrowee
Mot
002298\RE 1702\ 180333711.v2
cr Greenberg
RIDER TO CONTRACT OF SALE
BETWEEN
WAPPINGERS RE, LLC, AS SELLER and
TOWN OF WAPPINGER, AS PURCHASER
29. In the event of any inconsistency between the provisions of this Rider and the provisions
contained in the printed portion of this Contract preceding this ¶ 29, the provisions of this Rider shall control
and be binding.
30. Supplementing ¶ 9, the Premises are sold subject to the following, provided title isn't rendered
uninsurable or results in an increase to the standard premium (f) the state of facts shown on the survey for
Wappingers RE, LLC and any new survey provided the purchaser's title company doesn't raise an "out of
possession" or "rights of others" exception (g) restrictive covenants, conditions, grants, easements, agreements
and reservations of record including but not limited to:
(i) Utility Agreements
(ii) Covenants and Restrictions contained in the deed recorded in Liber 8845 page
496 (h) any minor variations between the legal description of the Premises and the fences and/or tax map lot
lines, of less than twelve (12) inches (i) the rights, if any, of record of any utility company to construct and/or
maintain lines, pipes, wires, cables, poles, conduits, and distribution boxes and equipment on, over, under
and/or upon the Premises or any portion thereof, 0) the survey exceptions annexed hereto, provided an "out of
possession" or "rights of others" exception isn't raised by Purchasers title company.
31. Modifying ¶ 15, the parties agree, if requested by a parry, to use commercially reasonable efforts
to structure the closing as a "remote closing" whereby the parties utilize Purchaser's title company as escrow
agent to accomplish the closing in lieu of the parties meeting at Seller's attorney's office.
32. Supplementing ¶ 25, each Notice or other communication required or permitted to be given by or
to a party hereunder shall be given to such party's counsel at the addresses set forth below and not directly to
the party. A Notice may be given by a parry's counsel named in this Contract with the same effect as if given by
the parry themself.
To Seller: Tarter Krinsky & Drogin LLP
1350 Broadway - l lth Floor
New York, New York 10018
Attn: Lester Greenberg, Esq.
Email: Igreenberg@tarterkrinsky.com
To Purchaser: Michael Liguori, Esq.
Hogan -Rossi and Liguori Attorneys at Law
3Starr Ridge Road
Brewster, NY 10509
Mliguori@hrllawyers.com
002298\RE1702\180333711.v2
33. Neither parry will cause this Contract to be recorded. Any attempt by Purchaser to record this
Contract, or to record any memorandum of this Contract, shall constitute a material breach of Purchaser's
obligations under this Contract and shall entitle Seller to terminate this Contract pursuant to ¶ 23.
34. As a material inducement to Seller to enter into this Contract, Purchaser represents, covenants
and warrants to Seller that Purchaser to the best of his knowledge (i) presently has sufficient assets to close this
transaction, (ii) to the best of Purchaser's knowledge, has no judgments or tax liens against Purchaser, and (iii)
to the best of Purchaser's knowledge, has no litigation pending against Purchaser.
35. No part of the Purchase Price is allocable to any of the items of personal property if any owned
by Seller referred to herein, all of which items are included as part of the sale and deemed transferred under the
deed to be delivered. No such items of personalty may be purchased if title to the Premises is not conveyed
hereunder.
36. Omitted
37. In the event that Seller is unable to convey title in accordance with the terms of this Contract, the
sole responsibility of Seller will be to refund the Downpayment to Purchaser and to pay the reasonable and
necessary costs of examining title actually incurred by Purchaser, and the costs of any survey, and, upon the
making of such refund and payment, this Contract shall be deemed cancelled, and neither parry shall have any
further claim against the other by reason of this Contract. Except as expressly provided herein, Seller may, but
shall not be required to, take any measure of any kind, or to bring any action or proceeding, or to incur any
expense in order to remove any objection to title that Purchaser has not agreed hereunder to accept. Purchaser
may, nevertheless, accept such title as Seller may be able to convey, without reduction of the Purchase Price or
any credit or allowance against the same and without any other liability on the part of Seller. Seller shall have
the right to adjourn the Closing date for a reasonable period of time to endeavor to remove any such objections
or encumbrances.
38. Purchaser acknowledges that Purchaser has inspected the Premises and is familiar with the
physical condition thereof, and is purchasing the Premises and personal property in their current "as is" condition
except as otherwise set forth herein. By entering into this Contract, Purchaser acknowledges that Purchaser fully
and completely investigated, inspected, examined, and/or waived the opportunity to investigate, inspect, and
examine the Premises, and all matters affecting the Premises and all matters specified in this Contract, and any
all any other matters affecting or relating to this transaction as Purchaser deemed, or any reasonable person
would deem, necessary or appropriate. By entering into this Contract, Purchaser acknowledges that Purcahser
has not been induced by, nor has relied upon, any representations, warranties or statements, whether express or
implied, written or oral, made by Seller or any agent, employee, or other representative of Seller or by any
broker or any other person representing or purporting to represent Seller, which are not expressly set forth in
this Contract.
39. The acceptance of the deed by Purchaser shall be deemed to be the full performance and
discharge of each and every Contract and obligation on the part of the Seller to be performed pursuant to this
Contract, except those expressly provided herein to survive Closing.
40. Omitted
-11-
002298\RE1702\18033371Lv2
41. Except as prohibited by law, the parties expressly waive trial by jury in any litigation arising out
of, connected with, or relating to this Contract or the relationship created hereby. As to any matter for which a
jury trial cannot be waived, the parties agree not to assert any such matter as a counterclaim in, nor move to
consolidate such claim with, any action or proceeding in which a jury trial is waived. In the event a dispute
arises in connection with this Contract or any part of the transaction contemplated hereby, the parties agree to
submit to the jurisdiction of the Supreme Court of the State of New York, venued in the County of Dutchess.
In the event of any litigation or dispute hereunder, the prevailing party in a non -appealable judgment shall be
entitled to recover from the other party its reasonable costs and fees actually incurred in connection therewith,
including reasonable attorneys' fees and other professional fees. The "prevailing party" as that term has been
defined by applicable case law, shall recover of the other all of such prevailing party's reasonable and necessary
attorneys' fees and disbursements incurred in connection with such dispute whether or not an action has been
commenced or it terminated by court order or judgment. This paragraph will survive Closing.
42. The paragraphs of this Contract are severable. If any portion of the Contract is declared illegal or
unenforceable, the remainder of the Contract will be effective and binding on the parties. If any provision of this
Contract is capable of two constructions, one of which would render the provision void and the other of which
would render the provision valid, then the provision will have the meaning which renders it valid. No waiver of
any breach of any of the covenants, agreements or provisions herein contained is to be construed as a waiver of
any subsequent breach of the same or any other covenant or provision. Although this Contract was drawn by the
Seller's attorney, this Contract will be construed neither for nor against the Seller or the Purchaser, but is to be
interpreted as a jointly drafted agreement.
43. The delivery of this Contract for inspection or otherwise by Seller to Purchaser does not
constitute an offer or create any rights in favor of the Purchaser or others and will not obligate or be binding
upon the Seller, and this Contract will have no force or effect on either Purchaser or Seller unless and until the
same is fully executed by Seller and Purchaser and the Downpayment has been delivered to Escrowee and such
funds have cleared and are readily available in Escrowee's bank account.
44. Omitted.
45. This Contract and Rider may be executed in counterparts, including counterparts transmitted by
facsimile or pdf. When counterparts, facsimile or pdf copies have been executed by all parties, they shall have
the same effect as if the signatures to each counterpart or copy were upon the same documents and copies of
such documents shall be deemed valid as originals.
46. Purchaser represents and warrants to Seller that neither Purchaser, nor any person for who
Purchaser may be acting as an agent or nominee, nor the owner of any legal or beneficial interest in Purchaser
or any assignee of Purchaser (collectively, a "Purchaser Party") is a person and/or entity with whom Seller is
restricted from doing business under the Internal Emergency Economic Powers Act, 50 U.S.C. Section 1701 et
seq.; the Trading With The Enemy Act, 50 U.S.C. App. Section 5; the U.S.A. Patriot Act of 2001; any executive
orders promulgated thereunder, any implementing regulations promulgated thereunder by OFAC (including
those persons and/or entities named on OFAC's List of Specially Designated Nationals and Blocked Persons);
or any other applicable law of the United States. No Purchaser Party is now, to Purchaser's knowledge, nor
shall be at any time prior to or at the Closing a person and/or entity with whom a U.S. person and/or entity,
including a financial institution, is prohibited from transacting business of the type contemplated by this
Contract, whether such prohibition arises under United States law, regulation, executive orders and lists
-12-
002298\RE1702\180333711.v2
published by OFAC (including those executive orders and lists published by OFAC with respect to Specially
Designated Nationals and Blocked Persons) or otherwise.
47. Any failure by either parry to insist upon strict performance by the other parry of any of the
provisions of this Contract will not be deemed a waiver of any of the provisions hereof, and each parry,
notwithstanding any such failure, will have the right thereafter to insist upon strict performance by the other
parry of any and all of the provisions of this Contract to be performed by such parry.
SIGNATURES CONTAINED ON THE FOLLOWING PAGE
- 13 -
002298\RE1702\18033371 Lv2
IN WITNESS WHEREOF, the parties hereto have executed this Rider to Contract on the date first
above written.
SELLER:
PURCHASER:
WAPPINGERS RE LLC TOWN OF WAPPINGER
111-
By: j� ---- - =-
Sole Member
Joseph D. Cavaccini, Town Supervisor
-14-
002298\RE1702\180333711.v2
41301202616:51:37 Marvin Schwartz 7725453325 212
IN WITNESS WHEREOF, the parties hereto have executed this Rider to Contract on the date first
above written.
SELLER:
WAPPINGERS RE LLC
,"_004 "
Sole Member
art/ r�
.904t rri:
00229818[POZ150333711,v2
PURCHASER:
TOWN OF WAPPINGER
By:
Joseph D. Cavaccini, Town Supervisor
- 14-
All that cortain Int, piece or parcel*( land sltvate,
lyinq and being in this Town of Wappingar, County of butchsaa and
State of New York .being aotn particularly Wended and d•seribod
as follows&
11e9111hing at a point on the southerly boundary line of
srl4mer Road where the aaue is intersected by the w6se4ely
boundary lino of lands now or formerly bolonginq to !laud Clauseno
as thowa an tilad !tap 00.3164, tiled in the Outcheea Ceuoty
Clerk's ClUipi and whlchsasiA pains occupies caordinats position
North 5611006.09.
fast -617159.13
of the New York Stats Plant CoaidLnate 11ysteml thenen {won $aid
feint of beginning southerly and � aastesip bigots .lands now or
armefly helonglnq to said Clausen, lands new or intently of
Kut1g1, lands now at formerly of poetter and others landi 1Ww at
formasly of Clausen the fallowlaq courness
Routh 12-33-37 East 344.'19 feet ()SO,03 (wjwrsurrcy)
Horth 19-41-23 Lsst $37.01 feat
South 29-46-11 East 121.04 feet
to lends now of formerly of Cvseinoi thenoe sovtharly along said
lands of Caanino ono lands now or fornerly of Shlpero and lan41
now or formerly at Riceobono the totlowlnq courses
South 29-19-17 taat 11.91 feet
South 22-Sd-59 Lost! 141.11 feet
South 28-30-43 East! 91.75 Leet
South 29-19:11 East 75.27 fest
South 10-03-17 9448 94.01 teat
'.tot th 30-38-34 Cam 22.21 feat
South I1 -21-t5 tact 31.29 (tot
3001th 29-1a-15 [est 131.11 feet
South 20-1144 teat 69.26 feet
South 31-29-0 Lett '43.62 tees
south 29-03-15 East 0.7.62 (eat
thence, continuing northerly, 11M I along lends nor or formerly o1
J.t T. Aiccabona and lands no+s at formerly of kitco, othar lands
now or 16CM007 of 3.4 T. Al4sobono and lands now or formerly o:
Villa Aiccobono, Inc. Cha tollowinq coutsaal
SOMOULE fl
R
V
on
' Excluding therefrom approximately 1.5 acres previously transferred to Widmer Inn
Restaurant Corp. described in the metes and bounds as follows:
FL
r
Page I of 13
tforth 27-t4-23 East 1L.94 fast
North 21.15.46 iast 92.117 feat
North 27.96-S1 ratt 11.15 lest
North 22-47-091 Oast 1,04 fest
north 27-o7-S4S
0! cast . 7 feet
Worth 3.4.-31-4L 64st 1174 toot
Notth 22-21-25 Cart: LI M toot
North kS-55-11 feet 76.16 foot
Merth 19-115-15 Cost ,33,44 toot
North 10-3{-43 tae°t 23.11' fest.
North LS -45-12 Lost 3k.11 feet
North 17 -'1•t -Sl Cart 23.46 foist
North 14-L41-22 Shat 39.74 fort
North 11-S41-20 least 30,53 rest
Horth 14-3M-31 1:aat 4a.49 feet
North 32-59-31 cast 37.6 foot
North 31-42-S7 cast 37,11 cost
North 29-12.30 Cast 95.70 Leet
North ?0.43-30 1„4s4 109.10 fast
North 10.41-)0 call t 25.20 teat
North 913-1.7-20 Cast k65.19 feat
f1oy th 60-2S-10 Best 105.32 foot
l4ofth 56-05-50 EOst .1.01.73 toot
South 43-11-50 Cast) 29.59 foot
NoSth 21-00.710 East 344,S2 left
North k4.11-00 Cast 44'),09 toot
thance on a curve td the lett havLog,s cadius of 25.00 and a
central angle of 129-01.50 for S4,31 tart to a poknt on the first
mentioned southerly boundary lkne of 7ridner neadr thence easterly
aionq the sena
North 6S-16.31 944t 116.92 fest
to a point in the vestarly bounoory kine of lands now or
formerly bolonglao ,to JAmNia liccab000r thartao Aautherly,
easterly and northerly •SOaS the mi the toklowLn4 coutsesr
South 14-21-10 meet 141.13 lest.
South 1L -OL -30 Meat 451.42 teat
Still 19-44.30 Mast 251.6f lost
South 10 -2a -L0 e46t 171,si feat
south 20-43-59 Hoot 174.99 Oak
5o4th 66-37-55 East 147.62{Art
Worth 1'0-1.7-70Wmict 105,49 Inst
ao a paint krs the vestofIry boundary line of that conal+~
suhdkvlaion knovh as •44ildv00d torasy....9eetion 1....tY1sd in
the outo'harrs County. Clsrlt'a Office JULY1 1946 as KAiP NO-)413'
thanes sastocIr ahtl notCheEly 0tonq sal �dLvialOrt boun44ry shr
toliovinp courseai
SW4th 68-41-$0 Last 115.62 t00%
Page 2 of 13
Sauth 1191-77-14 Gask
34.96 tact
South 2'41-56-)4 tast
71.74 teat
South 219-19-111 cast 166.(14
teat
south 06-04-3'6 best I44.GO
toot
tooth ta-11-31 Casa
04.11 feat
North 44-41-14 cast
9�3.41east
e4orth 44-13-S1 Cas¢
45.79 test
ltelrth 41.51-11 Csait
317.71 foot '
North 47 -A9 -LI Cast
60.6% feat.
Nelrth 44.10-77 cost
74.46 feat
North 21-20-07 west
]17.49 feet
tloctA 21-42-09 %*at
79.46 foot
Month 43-10-4) Cast,
44.44 foot
Nart11 41-01-'10 Cast
9x.40 fest
Notth 4]'--17-09 Cast
19.50 tact
tooth 401-10-'7 fast 104.76 foot
North 4T•-07-41 Cast 194.90 fast
worth 40319.11 Cast 1)1..7'1 fait
North 0sat
91.65 foot.
Narth 44-40.12 toac
65.69 'Coat
North 46-1114.05 toot
77.091 tact
Horth 43-kf-0 test
L4.5411 Moat
Mictl 4540.1.9 Cast
133.16 foot
North 44-24-0 haat
119. S'! fest
North 34-471-37 test
9.47 fsew
North 45-54.23 last
)GAS fast
North 44-2.7.09 test
191.64 Cast
' North $0-39.53 Csat
01.901 Cast.
Notth 41-54-57 ta41t
L7S'.74teat
North 33 -LB -S7 lost
1'1.431 toot
North 56 -201 -Sall tact
20.16 fMet
North 45-413-41 Cast
03.72 Coat
Horth 49-49-47' 949 it
14.51 goat
North 47-46-4.1 Lest
33.141 tack
North. 46-30'044 haat
110.15 tee%.
North 44-%$-3I l;aslt
$5.4,]1 tot
Horth 501-49-10 Coot
7.53 foot
Noikth 91.^53-18 Cast
28.90! C6ee:
North 44-013-0) Cast
122.40 Not
091:0 4$412-17 Cast
79.73 feat
NOVO 46-00-501 Coat
21.04 loot
North, 44»)7-18' Cast
39.03 Gaut
North 13-41-14 Cast
7.03 feet
Werth 91-L0-67 test
i7.43 fact
14'ac'tb 07' -l7 -iii Cott
95.13 feet
to a paint on, the southerly boandlarY Line of the p,rawlowslY
msncleeed Widmer lto4d4 thence aentlnatnq easterly dna northerly
alonq Widmer Road the Collado% courses
North 43-00-1p Coot 423.03 fast
t0 4 point of Curvaturae thldnce 410n41 a curbs to the loft haring'
a c44lvs at. LIS .00 goat and a contcal angle of 49-46-00 for
page 3 of 4
160.69 fast to a paLnt
Forth IS -21-10 Oast 2165.00 feet
to appooint of curvaturae thence along a c4rvo to the left havimq
a radlvs or $35,00 feet and, + Control aMq;4: of 15.21-f1' for
[44..73 feat to a paint
Noe eh 19.52.1,0 Iase ]69.7] last
to 0 point where se14 road boundary lnttreeat . the southeRly
baundarr line of lands now at foraner'ly beloaltri; to Rothl Chance
oosterly along said lan4a now or formerly of Roth the rollevinq
coin:*ass
South 65-52-44 Goat
60.Oi feet
South 65-01-53 E44
99.41 last
South 54-77-45 Cast
72..43 feet.
South 61-39-32 6'1 It
62.05 foot
South 63-30-0'6 us
15.44 Ca*t
South S9-09•'7 £a L
31.0 foot
South 62-1.137 to a
19.67 feet
South Si -1l -3S talo
20.49 foot
to l,anda now •er• formerly beliinging40 skmonottLi thence southerly
along the westerly boundary 1Lne oV
lan6* now or formerly of
s'laonot%& the fcllawlnq course.;
south 34-41-06 968L $0.30 feet
Soaeh 313-24-25 Cast It.62 flee!
South 32-54-10 Ea*4 94.93 teat
604th 32-01-2s Last $1.441 teat
SeuEh 32-09.11 Cast L2'3.16 fast
South 33-45-14 East, 13.12 feet
South 32-44'-14 Gast 17.00 feet,
South 31-41630 "Last 104.29 feet
south 23-31-50 Coati 16.40 [*e t.
9onth 111-0[-Ld 9420 14.58 trio
South 34-30-46. teat 94.12', feet.
South 29-40-30 Cast 1271.03 feet.
to lend* now of formerly belonging to Humastonp thence continulnq
govii9i ly wost4cly and southerly' along meld land$ of llumoston the
fallowing eouraes4
South 45-$4-42 west 51.06 loot
South 41-55-14 West 1.91 teat
South 2L-26-29 wast 24.21 feet
Savth 40.04-041 Meat 14.96 toot
South 55-21-15 Hast` 27.13 goat
South 20-E3-47 Oast L3.36 foot,
South 21-11-36 East 131.114 took
South 23-09-13 rest 21.67 feet
sootth Id -191-L9 Oast 11.65 feat
CL
�+ Page 4 of 13
South 30.03 T4) east 127.,0) !'sac.
South 25-}p„"17 cast
42.91 tat�,
South 20-16-10 cast
19.66 fast
South ]S-25-•14 East
601.12 feet
gall 34-23.50 east
11.04 (ea1t
WaYSE► 27-20-1411 Best
40.26 goat
Opu;h 16-;st-49 Etas
9.30 font
soul" 20:6 •74 ;pat
64.5$ Coat
South 20-31-20 last
5)..13 fest
Sao th.26-$0-20 Cast
60.56set
all 26-54-JS cast
34.0 sot
Soluth 2f-2f-43 Vogt
4-5. 6,L last
South 10-00-^1.0 vent
l'44.63 teat
South 31-00-32 Most
77.49 teat
South 31-31-001 West
3S.a1 flet
South 27-07-t7'Wast
2.91.0% ttet
6auth 30-21-2( Wast
43.16 Cott
South 31-014-24 Wast
051.24 cost
South 26-1t-14 past
63.6J feat
Oouth 16-24-22 Cost
75.61 Celt
to lan44 now 919 formolrlY boloa9ke9l to 0,1nblalea tho"a contlnutng
gsnerslly westerly i1oa4 ■ali 14ado at. GCadole the toltawM
covrses4
south 17=1i1-57 best
11.49 teat
South 44,-31-0 Wast
314.04 teat
South )7-24-00 Wast
1.9.10 goat
004tH Ile-oa-)19 W00%
55.70 Coot
$94th 114.-4119 Wost
34.19 loot
South )9rli-17 wean
39.92 test.
soulth 42-16-10 Weat 142.fo Coat
ttotth 14-014-yt Weat
99.61 gale%.
Moeth 32-314-49 West 127.119 Coat
south 62-23-50 Was t
531.99 feast
South $1-41-26 Wast
3it.41 Coat
Sout3► 62-31-)i West
13..40 Etat
Soulth 631-2-a'3 West
61.21 Cast
South 61-011.44 Hest
54.21 Coat:
804th 6'0-03-14',Wait
$0.04 test
Southl7-33,-701 Weot
70.04 feet
South 60-017n1;106%
19.37 [sat
South 03-1t-31 West
49.02' feat
South 03^i3'-.0 Wast
k2f,7$ goat
south 14-1'3-41 last
141.1$ last
South U-04-12 East
120.73 Cant.
South 06-53-57 Cast
x3.20 fast
South 1'4-1)-31 West
k$.34 Cast
South 57-4i-171.Weis t
41.591 Last
South 24-33-10 West
21.66 feet
South 41.-11-59"waat
21.61 feat.
south S11-57-)0 Wast
29.07 toot
youth 62.40-%12 most
ko.16 foot
a
�7
w
Page 5 of 13
to lauds now at (aronerly belonglat 4. MsepoaRtd; ehtnes cal€ltnulat" esterly end
southerly etong tsld londs of MttDoonld the ronuvring t0umittl
south 11-26-48 wost 134.43 feat
south 11-51.44 wane: 103.11 foot
South 13-16.11 Meet 113.94 feet
South 46+03.03 West 51.91 teat
South 11 -45.14 -west 144.53 feat
South 14-1101 (test 49.96 Coati
South OS -44-14 Leet 11.21 feet
Soyth 26-16-42 Meat 19.96 feat
South 24-31-41 Mast 13.19 feat:
South 10-49-02 heat 26.10 fa at
SoJth 31-'43-20 west 40.17 feat
South 46-21-24 waat 10.27 Coot:
Soyth 26-26.94 fleet 19.32 toot:
South 43-21-21 woat 34.16 foot
Death 17-49-24 Ca et 132.30 Not
South I7-49-24 Chet 411.00 feet
to a pubil lu flee aoreberty boundary Ilea of [leads tow or formerly orTowe or
Wepplogcn,, Ibu,te tootlouing weiUuly and Ioaahtrly etioot said lauds soAs or
tonnerlr of?olra or WappGaget Ilse tollow[ng 111.t0ur4tt1
South 61-10.7611 est 1.34 root
Ssuth 27 10-00 mist mm rout
In a point of turvalGre; tLeote+long a curve: to Ills left hev[ag a rodlns of 410,00 feet
and a tonlrel angk or IG -59.01 for 110.44 fru to a ronlol ler rrsvurse eorvaturr
thaaee slung a ewve to the right baWnit a rvdrus nr 500.00 feet and o central ongte of
50-29-0/ fur 440,97 feet to 4 Is4lott
SoaLb 0600-00 Writ 911.14 fete
to a point of eurvatnre; tbeoce alone 1 turve to the tell llevinS s radius or 45,09 feel
rind a odium ongh of 129.011-41 for 101.45 fatt to a pnlal on the mortheeiy beuodary
lint of Myers Comm Road; theact westerly Along the northerly line ler Myers
curnels Road
Bowel, 5( -Sl -30 West 24600 fest
14 o polM ie the estterly hoandary lint of lauds now ar rormurly helanging to t.AK;
thence nnrthuly along saki laadt nms
4
N
# Page 6 of Q
4�
or totmerly al 1.AK, lands now or tormarly bsiongtnq to 6vO lay,
*gala lands now at toreatLy of LAK and lends now or totoerty of
Central School oiattict No. L.....the followLaq coutsasi
tratth 09-00-S4 East L26,07 toot
North 02-10-00 Wast 120,50 test
north OS -00-56 Most 94.61 feet
ltorth 04-54-0 wast, 65.43 teat
Mouth 61.34-00 treat 143,01 toot
Barth 21-45-46 Meet 166.71 cast
North 26-15-01 Hoot 83,92 goat
warth 39 -S1 -1i wart 14.71 loot
North 21-f7-17 Mart 3L.02 test
match 27-29-1i Most 77.10 toot
worth 27«1:-S4° wart SIM fact
'North 24-3L.µ01 N44C 12.11 gnat
North 29-0S-47 west 79.10 feet
North •79-04-L9 Nest 123.99 Coat
to other lendo now or t0tmetly' of 14400 nold, prtvlausly
sssntioned, than", easter!r, northerly and westerly Atenq said
lands of Macdonald the tgllovLaq cavrseat
-North 4210-36 C+st 150.00 feat
Firth 17-41-34 hest 41!.00 feet
norkh 014"24 wase 90.15 tool
Eoufh'1�-16-12 watt 116.70 test
60uth }e -41-L4 Nest 21.98 teat
to the previously aontioni•3 lands now or torearly balengLaq to
Cantcel School 9iotrLct No.l..t..t thence aontlnuinq horthocly
and waotorly along 8416 lends of Central School 'Distcirc
Mo.1•.•..the follow nq 006ts.taI
NOtrh 29-43--32 wont 121.15 tact
North 24-31-11 wast 41.35 toot
Nor th 26-27-05 Haat 68.69 lent
North 35=10-42 haat 51.91 lest
NRtth 20= 6-12 creek 101.42 'lest
North 2114-35 nark 26.07 =eat'
North 20 -Am -92 nest 17.47 toot
Noeth Sl -A- 3q dost 11.86 test
North 28 -i'+ -4a wast 51.72 foot
North 22-70126 Nast 44.81.taat
North 14-l6 L1 west 34.77 toot
North 'wilt 21.16 east
Marth 29-29-45 west 16.01 loot
NOrth 21-534) Nest 62.16 fast
North 23-02-4.� crest 71.14 teat
South 4S-55-25 want 97.16 fast
South 45�i2-25�wast 101.40 leaf
South S4-3l-SUTAOSt 17.94 [Get
Si4th ]7-SS'-36iNast 24.31 teat
South 53-49-15 most 11.17 teat
Page 7 of 13
South 46.20.3) Wast $0.44 teat
South 41-40-41 Nest 46.14 lent
South 40-36.15 Meat 43.7o test
south 42.40.3} W*,R4 231.44 feet
aagwt 44. 44=�4 Wes . 54.24 taab
South 49.06-S1 waSt 91,.77 teat
South 39.4!•34,. Nast 101.1! !**t
south 49.24.14 lest 70.11 fest
94144h 44-21-24 Neat *7.70 fest
south 44-54-41 14sat 151.06 I=
South 44 -431St wast 41.30 Last
South 42.34.09 West 25:75 cast
South 45-43114 Mast 23.45 Lost
south 44-111-57 west 96.18 loot
South 41-44.46 Meat 40.12 Leat
South 43-22.21 West 11.62 feet
to lands now or totnorly bilong1ng to mewbouerr thence continuing
wasterly &tang the nortne:ly boundary lima of said Nowbawec and
along the northerly, bound4ry lies of that eartatn subdlvlatan
known a ,x`Oakwood *1 W (tlad 1st this ftitchoss County Cteck'a
0(1196 so Nap M0431S3 the daitowing eourssot' -
south
South
South
Booth
SI:""
South
Booth
South
South
south
South
Beotb
Loath
4 2-2 6-2(
41-16-1
44-134-� 1
45 -:Wo -54
44.4 "l1
I-
3 -1i
•
33-143-53
-11
49.56
44-:{4.47
45-24.5)
41-46-46
4-.-O-2I
/i-37.16
to the easterly boundary'tlni
to B.t.R. osyslop"Act t4ento
along said lands now ..Oz
tal3exing el2vrsesW ,
meat
West
vest
West
Metz
Masi
Wast
Neat
Was t
waist
Most
WasR
West
43.11
i*.tos
371t
230.7]
26.54
91.12
17.)3
16.43
117.!7
412.32
41.30
2 7.i0
1.66
toot
Nit
flat
test
tiot
fast
tact
test
loot
last
foist
toot
to"
of 14ide now.os tgrmerty balanglaq
eontinuing'na:thacly and reStetly
torrorly a! 2.1!.a. Dovelopeent the
609th 21-10-11 West 41.72 Leet
North 29-31-14 West 39.57 lost
969th 49-23-30 Most 6.43 feet
North 2'2,-i3-lt hest 24.93 feat
North 25-04-15 most ]0.94 test
North 21;24-44 West 159.71 feat.
IWorth 20-02-34 meat 64.50 fast
Borth 29-53-27 Volt '154.19 toot
North 27-16-17 Wese 73.30 feet
Norah ]1-03-40 West 30.11 feet
North 27-t2-51 West 11.44 fest
North 11-09-24 watt 21.19 feet
Page 8 of 13
I
North 21-lt-16 wise 121.36 loot
North 2l-41.17 west 69.74 last
North 22-11.01 Meat 12.73 Coat
Mocth 11-15-56 Matt 11.31 {oat
North 16-23-32 Matt 17.00 test
!forth 29-01-26 Neat 164.79 toot.
North 3407-26 Mart to.11 to at
North 36-30-96 wa6e it.�0 feet
North 24-40.79 Went 37.53 feat
ILOrth 27-•03-23 Hast 6L.2S feat
porn 30-11-0 Neat 96.40 lest
rth 41-37-L1 West 1.15 foot
Herth 12-51-!4t West 0.62 feet
Horth )2-35.09 want 33.OL last
86uth 65-S1-19 Nest )66.09 toot
scu4h 21-47-02 Want 31.11 feet
South 16.45-71 Nast 41.41 feat
Sou021-23-10 Nest 19.61 [eat
South, 19-14-41 !rest 40.16 toot
sputh 3>-4i )0 Myst 46.12 test
South 2S-31•-00 'rest ;1,0 feet
South 09-54.11 Neat , 6.67 toot
iout2i 79-50-45 N41at 31.70 feet
Bauch to -11-04 Mast 31.41 feat
Routh 13-76-37 N6st 36.45 feet
�oath 1S-41-06 Nest 3).01 feat
Duth 20-23-23 Nast 14.20 feet
Sough 21-)5-30 N*st $3.51 feet
South 15-30 11 Nast 10.67 test
South 34-S1-21 Nest 10.33 feet
soutb 34-42-49 If4ot )4.76 feat
South 7T -2a-43 Melt 31.73 fast
fautb 13-11-26 Neat 41.44 Leet
south 01-30-29 Nast 14.63 font
South 1323-27 Neat 39.01 feet
south 01-10-%$ Nest 141.11 toot
south '34 -OS -23 West 70.94 feet
South 66&)J�LO Wert 16.16 teat.
South SS•4 ^04 !rest 233.44 feet
south 56-0-17 Neat 45.93 fast
to the oaathrly bouablcy Llae of -that certaLn aubdLYLslon tnowa
66 *Dorothy Rolghtr-4 thence gertdrellr nbrohntly slonq Bald
'Dorothy Ralghts' the tollovina couraeas
Narth,)1-1T-41 welt 64.04 toot
Horth 26-36-16 West 67.09 teat
Horth 29-42-14 Meat ]9.34 feat
North 26-02-99 Mast 106.70 feet
North 27-37-41 Me4L 43.16 teat
Koith 11-2L-41? Went 15.54 tact
Itotth 24.2336 Neat 17.21 104t
North 40-06-41 West 19.29 test
North 16-19-.13 Neat 6,2.71 teat
�3
St Page 9 of 13
North 30-10-16 West
12.14 teat
North 2/-31-14 Hest
16.37 feat
worth 2S-21.-21 Hors 137.60 feet
,North 44-54- It Mast
44.SL loot
North 25-0-20 WASt
34,14 foot
North 16.17-5S west
to. 9 teat
North ZI-1rp49 west
k4.11 loot
North 32-2X-64 Nest
13.64 fast
N5r'th lt.-Z1-S4 Meat
47.09 lest.
Worth 17-41-56 Neat
«6.06 fest.
Marti► 29-43-27 Mset
46.1s 1toet
Hdrt31 31-30-19 West
14.04 heat
04tth 33-44-40 Moet
;)AS toast
Nattb 22-21.24 West
6.6S feet
North 34-10.25 Meet
81. 01 teat
North 25-S9.64 W418 It
20.19' feet
North 29-26-46 WasI 113.37 foot
North 23-30.50 want ;
f.77 feet
North 30-0.0-56 West
20.4;6 foot
North 31.14-29 Ween
$.I0 feat
North 26-07-40 West
5.4.22 foot
North 25-19-10 seek
23.X4 feat
Naito 17 -•26 -til Wast
11.21 feet
North 41.10.01 Kest
7.0,96ot
kotth.24-11-13 Wait
23.66 feet
North 21-43-S6 meet
64.67 feat
Nacth 44-30-54 Weot
10.66 toot
Notth 2'1-2,6.04 Waar
9.64 $set
North 29-41-46 Heat.
$5.40 lest
WeFth 36-116-21 wast
17.73 loft
North 30-75-07 wast
6.4.10 lest
Horth 31-19-40 Mast
46.99 feet.
to a point in the aastar)Y boundary,lkns of cadiar Lanai thence
continuing northerly along the easterly 14ne at Cedar Lane
r
North 1'6-)0-33 Iran 14.59 last
to a paint to Cha vaotorly boutvda;y, line 94 lanes nae ar tormatky
b4lon9ing to Narsl6l thence conlinuing' southerly, aobtorky and
northerly ak'onaa lands now or forearly bolonging to Nareh, landu
nov .or forsatiy belongln9 to luck, land's, nov or lormsrly
bolong'lnq to Bo'tlaaa, 14444 now or ¢orearlr belonging to 4<1nn[e..
Lands nov or tocierly balongSny to Gun derud 4314 panda bov or
lormarly trelonging to 94rgo= the following coursol:
South 11-S2'-21 soot 307.00 feet
South 76 -S7 -2T' teat 96.10 feat
Naa th 22-35-33 safe 7'1.00 toot
North 34!-1f-11 hast i4S.93 feat
NOfth 34-19-13 cas
t 2x04.20 feet
Remo 26-51-26 West 45,16 beat
North 30-14-09 Wast 41.19 foot
North 21-5,7.017 West 4L.43'leet
Page 10 of 13
a
North 27-1L.31,ikeat 11.10 foot.
North 30-S0•14 gest 041 toot
mr>th 31-10-31 Most 1.4,16 la0c
NOW 36.31-t3 West 16.32 teat
Retth 3s -11-S1 moot 191:11 iaet
wort • 36-17-t7 M'aet 16.61 feet
rWrtn 21-24-1S Kest 144.90 loot
."96th 37-011-tt west, 13.37 last
0408th 36=42-30 Woo 10.36 fiat
MOeth 37-35-0t Most 74o9S duct
•siaeth 30-11-31' Moat 13.It toot
100rth 31-47.11 Weet 11.66 9461
North 30-24-68 Mast 41.44'.lcat
North 36.33-95 usot 264.12 4[act
"oftA 41•s1-iS Mott 11.17 toot
1R4tthr 63-£L-01 Meet 292.19 feet `
to a point 1A thal first 4mattone4 aata;rly. , boon4oly Sine of
WiOntr Rgadr ehagea notenatlit al.Anq tM 66Ae ,
'Korth 20-00-06 cost 310.17 rose
to a point -in the aoaeheel'r . b*ao"Oy Line of 441ndo naw os
Ldamaitty boors 1At Va tlagler'1 theme vanti.na3.1+4 061ko ly and
tthwtX' aloaq slid Is s now at lonmrlY belonging tq 614091',
lends now oefulsomely belenpinq to C14vxAA, lands now c 'tosaorly
belonging to Q'Ne£1 Ino 14F40 nW of (agmerlY bsloWn4 to
gsaoonn.11 the fol lowlnq couteou t
Lauth SS -41-4S Rest 141.49 loot
"act& )'z-34-31 Rail 10.00 feat
South 13-19-31 1898 12431 toot
$orth t2.31-03 us% 1711.01 foot.
reut4 67-33.21 cost13,02 teat.
1lor0 13-9"1.37 dost 193.14 toot
North 31-52-41'Wast 141.11 feet.
to a point an the ties% mnnUa'ned oovthaslY bqundatY lime at
Wld4of A1ad4 t1444Aoe eaotearlx 4j1a2g, U% 2480
North'47-34-27 Best 114.14, feet p'S4,37tolAperaurveyj'
Ito the point at phot at bOgLnr.£ng.
Iktal gra teroa Prooeitat rmuvvysdl bt OW6 NNW y0% Roldlels 126 to Creo4ffry
t1114 luasdUm b3 4&W d•aca U3141 aaitecarded UO3/1'1' 44 L,tlrmr 114d Mala 601,
a'aapdaq tbwafro04 provdau eosvayvd b7 Ccaebury 111111 A6e91164at to 1"Ntn of
Wbppiager• by doo0 dialed 41Wl9t and reaavdral 3rMf4l 1s l,Aber 1401 p'a1e 137
(46evn4 nt 14o.O1-149143401.
BxcW that oadHed from the afammid puzoi Is tho puce) of 1A1d trensfersed
by Doa4 fisted May S, 2012 ftm WappIngem R8, LLC to Wldmar Iran
Rea4aumsml Carp.. recorded hday 21, zoi7 u Doemmcnt Nio. 012012 2't 13
buins mora portkultrly bounded and described! a EAllows 2md 41se s�hovm
on tho map refemmd, thersin t mduccd copy of Whloh 11 attached
Pap l I of 13
LAND TRANSFER LJWMD
stela Na L7s1771 ("7D3 4)
AIL do cank V� a pued of UM, Mile, IyIq mW b4ma In do Town of
tottadad aaa dractibod aDcAm ad ftm of Raw York, Was mm p&r&"y
%timm.
taE011MO a a pant as me OO&rly dole Of WKMW Rad a6aro b b
latrsamw by to dlrhfoo Ilna or W& ra" at ftmaaly w w w.ppfayeea
RB, LLC mid Imola ww or lbtmody Ixlou*j to Yomtn ud da soul!;
THWC8 Atm Cra mob ly Ilse of WYldmar Hold, South 65 dejnaes 16 -lomat It
aeaaet wa1 116.97 fm W s palm e41he avhbm Ilos of kadt Of wapplopata RS.
IU ad lads of Wldnt In RCMUOat Corp,;
TH3N R slaw raid dlyWim Um as ■ aero to the tit bxvkg a mdisa of 23M
fool a radia) boft of South 74 tlegaa 41 tolmM SU Baa 10 W cam.
and a oe4t N av$k of 129 &Vm (C atltrrep $0 mcce4 sad a Lsoo of old,?t Fees
to a poin a f (ea;ettay;
Tt1gt4CB Bonk 14 desm 33 mitmta wet 147A face ace bU& 21 degree oa
cdcata So mcooda Wont 341.52 W to the mm potot or phoo of bsglaebig;
TWCB Mob $ throw hada bol tow RR, to 3av* 21
dopm 00 mWales 15 n M04 wnl t 0. A feet, 1A dejrsq 44 ntk- 30
seeeada Wdt 116. i 9 tart sad b}orQr 6! dooms o0 oilauOq 46 a000ads Wom 301.14
to to the dJrislaa Imo of lads ow to formerly bdn&j to Tbo TIw am 0,
D'Albm R*vc;4Wa Urias Ttun
TWCI 1190 Aw,` K'4or* U d 49 itu w 30 � But t 45 wkwo a sad Norm aecomb 20
17 lmrtm 20 te000da 60 163AS fat to the 41vWoa WIC Of bads
�tn
og to Vnhw lmt pauuaat t *o ,.
'L7t&1Ca slapps� am avltlaa !tae, 4A a destm v ns5 toWguda Yost
201.12 fest. Nareh $ol 4e4tm 05 tahms 3D =or& Bw 1OL73 feat tad Sial 63
17 Mtcnm 30 Moonm Pitt 29.b9 fol m W POW of plan of
mmmo,
T?B Pemttbu abm ars &howo as a muln map added •1-0 Lbo B+aeUjamrat
Map propand Far w RB, urc sad Widmer tea Ctrtp. • ,rasa
b� may Ilmooiatra, I survViA, dated lady 13, 7011 cool filed In p 6;IW sr
�Omity C1erk'a IN(!ee oa � /j�! , jIQ j� u !dam !lumbar 2� �.
m T00Otlt9A trtN sL the U Ib arta Eramoat of tba putt' at eaa freer pmt, er, to awe es
CC KMANCING tM Ynd tylno (n Cw sbssi to h ant of and sdDotntnQ r+ef� premtMe
ONLY
a
Page 12 of 13
r
{Q�f
CQ]
Jr
LAND TRANSFER LIMITED
ditto No. LIMi i (667D2974)
SCHEDULE A
Wthat certain plat, pitta oar parcel of land, situate, lyigg and bein in the Town of
o Dutrlu k -'.PW State of New York, being mare partic.uiarly
atxl as folloars:
10 at,.. a:�"ppoo #nt on the somberly side of Widmer Road where it is
intersected the itiv�aion line of lands,now or formerly bel ' - to W
ong� aPp
M LLC l now t' bel4�ggiag to Yeume and ;arab Taz.
TMWCE along t sourly line of Wider Road, South 65 degrm 16 min 31
seoomds. West -16t93 fcetJO a POW on rise -division line of lands of Wks RE„
Izc aadlams of Restaurant Carp.•,
TEMNCE along said dMsIou fine on a curve to Bre rightbra-ug a radii of2500
fat a tads r;bearhg Of South 24 depm 41 minutes 5+0 seconds Ijsst m its neuter,
n
to 129 03 mimutes 50 seconds and a latgth of 5631 feet
TEM NCE South 14 degrees 22 mimes West 147.09 Beet and South 21 depm 00
mimates 30 seconds West 344.32 fast to the tMe point or place of bei
THENCE through lands to W t1B, LLC South 21
05tubwtis second west 1�0. 8 few 18 degroes X44 miffs 30
WOWS, , West 176.19 feet and North 68 degrees 03 mulmites 46 seconds Wag 302.14
feet "to the division line of lands now or formerly belonging to The Thomas G.
D'Albtp Revocable'Living TnM-
7791 NC$ along said division lime, North 20 degrees 45 minutes 30 seconds East
12.96 fk, North 28 degroes 49 mitttstus 30 seconds Bast 25.20 fest and North 20
17 ,minutes 20 seconds East 165.15 finer to the division lime of lands
ftIqM to WkWw hm Restauraal Corp.;
T4WC A altng said division line, South 68 degrees 25 ' mites 10 secq East
205.52 feet, North 36 d 05 SO seconds East 102.73 feet and South 63
degrees 17 mites 50 seconds East 29.59 fat to the point or place of
BBODMING.
POLICY NO.: 0-8911-000525018
Title No.: RMF -10774
Stewart Title Insurance Company
SCHEDULE B
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or
expenses) which arise by reason of:
a) Utility Easements recorded in Liber 543 page 97, Liber 552 page 143, Liber 435 page 421, Liber 866 page
561, Liber 866 page 575, Liber 543 page 82, Liber 980 page 3, Liber 837 page 264, Liber 519 page 300 and
Liber 488 page 370.
b) Utility Agreements recorded in Liber 438 page 208 and Liber 421 page 279.
c) Utility Easement recorded in Liber 552 cp 532.
d) Utility Easement recorded in Liber 553 page 262
e) Pipeline Easement recorded in Liber 1646 page 575.
f) Water Line Easements recorded in Liber 1908 page 331 and as Document No. 02-2.002-9051.
g) Easements for access and utilities contained in deeds recorded in Liber 823 page 530, Liber 1034 page 250
and Liber 1197 page 953.
h) Easement for water, sewer and storm sewer purposes recorded in Liber 1945 page 275.
Q Town of Wappinger resolution establishing Cranberry Hills Street Lighting District recorded in Liber 18
of Misc at Page 794.
j) Town of Wappinger resolution establishing Cranberry Hills Sidewalk District recorded in Liber 18 of
Mise at Page 798.
k) Right of Way Agreement between Mark A. Van Kirk and Dianne M. Van Kirk and Cranberry Hills LLC,
dated 11/06/2007 and recorded 12/31/2009 as Document No. 02-2009-7080
1) See survey exceptions annexed.
ALTA OWNER'S POLICY (6-17-06) SCHEDULE B
AMENDED 12/2L/09
Title No. RMF -101774
SURVEY EXCEPTIONS
Survey made by Bunney Associates, dated April 20, 2001 and brought to date Deccrmber 18', 2009,
shows no variations or encroachments which affect marketability of title except as follows;
(Commencing with exception "c" below, all listed items run clockwise from Myers Corners Road)
a) Variations between stone walls, fences and record lines.
b) Brooks cross premises. Policy excepts rights of others to the uninterrupted flow of sarne.
c) Pole line with anchors and overhead wires crosses southerly portion of premises..
d) Old Myers Comer Road crosses southerly portion of premises.
e) Dirt roads cross southerly portion of premises.
f) Dirt road and fence lines extend across southerly portion of premises between non-contiguous
parcels N/F MacDonald.
g) Well setback easement extends onto southwesterly portion of premises.
h) Permanent and temporary sewer and storm drain easements located on southwesterly portion
of premises
i) 100 foot wide Central Hudson Gas 8& Electric Corporation right of way, with poles and
anchors within same, crosses westerly portion of premises.
j) Traveled way extends from lands N/F County of Dutchess onto subject premises.
k) Pole anchor extends onto southwesterly corner of premises.
1) Grass area extends from lands N/F Tetrault onto subject premises.
m) Traveled ways extend from lands N/F Bitzko onto subject premises.
n) Trail extends from lands N/F' Mitchell onto subject premises.
o) Overhead wires extend to pole with anchor located on westerly portion of premises adjacent
to Cedar Lane.
p) Lawn area extends from lands N/F Marsh onto subject premises.
q) Traveled way extends from lands NIF Marsh onto subject premises.
r) Traveled way extends froam, lands N/F Wiejackzka onto subject premises.
s) Lawn areas extend from lands N/F' Barger onto subject premises.
t) Traveled way extends from lands N/F Barger onto subject premises.
u) Gravel drive crosses premises between Widmer Road and lands NIF Barger. Concrete walk
extends to gravel parking, area located on subject premises.
v) Remains of building located on northwesterly portion of subject premises.
w) Fence and lawn area extend from lands N/F of Giarrusso onto subject premises.
x) Overhead wires cross subject premises from Widmer Road to lauds N/F Klindtworth.
y) Lawn areas extend from lands N/F of Khndtworth onto subject premises.
PAGE 1 OF 2
RMF Abstract Corp.
40 Triangle Center, Yorktown Hts., Ni' 10598
(914) 962-1.547 / Fax (914) 962-1197
AMENDED 12/21/09
Title No. RMF -10774
SURVEY EXCEPTIONS
(continued)
z) Building (apparently N/F Clausen) located on northwesterly portion of subject premises.
aa) Gravel parking area, asphalt parking area, cedar hedge and arbors and row of concrete
barriers and vinyl fence extend from lands N/F Widmer Inn Restaurant Corp. onto subject
premises.
bb) Manhole and 4" PVC vent located on lands N/F Widmer Inn Restaurant Corp. Possible
underground pipes or conduits connecting thereto.
cc) Asphalt drive crosses premises between Widmer Road and lands of adjoiner on Filed Map
No. 5494-B.
dd) Hedge (apparently of adjoiner on Filed Map No. 5494-B) located on northerly portion of
premises adjacent to Widmer Road.
ee) Variations between row of hemlocks and spruce and northerly line adjacent to Lot 67 on Filed
Map 3431.
ffj Traveled way extends from Lot 67 on Filed Map 3431 onto subject premises.
gg) Traveled way extends from Quarry Drive onto subject premises.
hh) Variations between row of cedars and northerly line adjacent to Lot 17 on Filed Map 3431.
ii) Shed located on Lot 5 on Filed Map 3431 encroaches onto northerly portion of subject
premises by 4.0 feet.
jj) Utility pole anchor extends onto northerly portion of subject premises adjacent to Hearthstone
Drive.
kk) Two waterline easements cross easterly portion of premises between Hearthstone Drive and
southeasterly comer of premises. Various hydrants and water valves appear to be located
outside of said easement area. Possible rights of others by virtue thereof to maintain same and
pipes or lines connecting thereto.
11) Post and rail fence encroaches onto northerly portion of premises adjacent to Lot 4 on Filed
Map 3431.
mm) Utility poles and anchors extend onto northeasterly portion of subject premises adjacent to
Widmer Road.
nn) Traveled way extends from Widmer Road onto northeasterly portion of subject premises.
oo) Traveled way extends from lands N/F Sung onto northeasterly portion of subject premises.
pp) Traveled ways extends from lands N/F Humeston onto easterly portion of subject premises.
qq) Traveled way extends from lands N/F Pizzagalli onto southeasterly portion of subject
premises.
rr) Traveled way extends from lands N/F MacDonald onto southeasterly portion of subject
premises.
ss) Frame shed located on southerly portion of premises opposite lands N/F Buckley.
tt) Access easement to Van Kirk located on southerly portion of premises adjacent to lands N/F
Buckley.
PAGE 2 OF 2
RMF Abstract Corp.
40 Triangle Center, Yorktown Hts., NY 10598
(914) 962-1547 / Fax (914) 962-1197