Lake Country Village Homeowners Association, Inc.

Prospectus

Phase 2

10 M a i n e R d . / P i t t s b u r g h / N e w York / 12903 5 1 8 . 5 6 3 . 2 3 4 6 P h o n e / 5 1 8 . 5 6 3 . 7 1 2 0 Fax / L C D @ s e l e c t p r o p e r t y g r o u p . c o n n

HS&E H A H I' !•: R • y K C R K S T A F. M !•: H V • I. I . r

A T T O R N E Y S A N D C O U N S E L O R S

W W W . H S t L A W . C O M

June 14, 2004

CC COPY

State of New York Department of Law Real Estate Financing Bureau 120 Broadway - 23rd Floor New York, NY 10271 ATTN: Lisa Wallace

Re: Lake Country Village Homeowners Association, Inc. Your File No.: H0-01-0030 - Phase II-A Information

Dear Ms. Wallace:

Our client, Lake Country Developments LLC. has elected to bring an additional Phase within the Lake Country Village Homeowners Association, Inc. which is located in the City of Plattsburgh, New York. The Sponsor has elected to bring within the Association an additional ten (10) units which will be newly constructed units.

On May 29, 2002, the Department of Law reviewed our application for CPS-7 Treatment and ' granted such treatment to my client based upon the information which had been submitted to the Bureau.

On July 11, 2003, .Lake Country Developments LLC brought Phase 3 within the Association to then bring the total number of units within the Association to 316 units. The total number of units in the Lake Country Village Homeowners Association, Inc. will now be 326 units.

As indicated, our client has elected to bring Phase II-A within the Association and I enclose the following documents for your rile and for your information:

1. Sponsor's Affidavit for Phase II-A which provides information on the 10 units which comprise Phase II-A of the Association. Attached to this Affidavit is a copy of-the current budget for the Association and it is expected that this current budget will continue in place for the year commencing July 1, 2004;

2. A copy of the Attorney General filing letter dated May 29, 2002;

3. A copy of the Third Supplemental Declaration to the Declaration of . Covenants, Conditions, Easements and Restrictions which will bring Phase II-A into the Association;

4. A copy of the current By-Laws for the Association;

5. A copy of the new Contract of Sale which will be used for prospective purchasers; and

6. A copy of the Warranty Deed from the Lake Country Village Homeowners Association, Inc. to Lake Country Developments LLC whereby the land upon which these 10 new units will be constructed was transferred.

All of this information, together with the original filing prospectus, will be distributed to prospective purchasers prior to the execution of any contracts.

I 6 0 0 B A U S C H & L O M 8 P L A C E R O C H E S T E R , N E W Y O R K . 1 4 6 0 4 - 2 7 I 1 I ' l l o V F : 5 0 5 . 2 3 2 , 6 5 0 0 F A X : 5 8 5 . 2 3 2 . 2 1 5 2

R O C H E S T E R . N E W Y O R K . S U c f A L O . N E W - O R r . . A L B A N Y , N £ w T O R " . . N A P . E S , F L O R I O A . n £ W Y O R K . N E W Y O R K

H A R T E R - S E C R E S T A: E M E R Y - L L P

A T T O R N E Y S A N D C O U N S E L O R S

State of New York June 14, 2004 Page 2

Please incorporate this information into your file on the Lake Country Village Homeowners Association, Inc. and please do not hesitate to contact me if I can provide any further information or if you have any questions.

Best regards.

Very truly yours,

William N. La Forte DIRECT D I A L 585-231-1426 E-MAIL: WLAFORTE@HSELAW.COM

WNL/ac Enclosures

cc: Mr. G. Brent Tynan Ross Galbraith, Esq. George Papachristu/with enclosures

S P O N S O R ' S AFFIDAVIT F O R P H A S E LL-A

STATE OF N E W Y O R K ) COUNTY OF C L I N T O N ) SS:

R e : L A K E COUNTRY V I L L A G E H O M E O W N E R S ASSOCIATION, INC. [NAME OF DEVELOPMENT)

CITY OF P L A T T S B U R G H (FULL ADDRESS OF DEVELOPMENT}

CLINTON C O U N T Y , N E W Y O R K

The unders igned , be ing du ly sworn deposes and says :

1. L a k e C o u n t r y Developments LLC, a N e w Yo rk l imi ted liabil ity company (the "Sponso r " ) w i t h a n of f ice now at 3 Kentucky Street , P la t tsburgh , New York 12903, has e lec ted to br ing P h a s e l l -A into the Lake Coun t ry V i l lage H o m e o w n e r s Associat ion, Inc. w h i c h is l oca ted in t he Ci ty of Plattsburgh, C l i n ton Coun ty , N e w York .

2. T h e S p o n s o r was previously g ran ted C P S - 7 T rea tmen t for this Assoc ia t ion w i t h t he S p o n s o r ' s submissions da ted J u n e 1, 2001 , a n d supp lemented on May 9, 2 0 0 2 w h e n P h a s e II was brought wi th in t he Lake C o u n t y V i l lage Homeowne rs Assoc ia t ion , a n d on Ju ly 1 U 2 0 0 3 when Phase III w a s b rough t w i th in the Lake County Vi l lage H o m e o w n e r s Assoc ia t ion .

3. T h e S p o n s o r is br inging within the Assoc ia t i on t e n (10) uni ts in Phase l l -A to a d d to the 106 uni ts w h i c h were in Phase I, the 118 uni ts in P h a s e II and the 92 units in Phase Ml. T h e to ta l n u m b e r of units wil l n o w c o m p r i s e t h ree hund red twenty six (326). T h e s e 10 n e w un i ts are located on approx imate ly 2 . 1 5 7 acres . Th is acreage is i l lustrated as s h a d e d in ye l low on the Phase l l -A pe r ime te r b o u n d a r y map wh jch is a t tached he re to as Exh ib i t "A". Th is acreage was par t of t he P h a s e II p roper ty and was initially o w n e d by t he Assoc ia t ion . The Sponsor w a s recent ly c o n v e y e d this property f rom the A s s o c i a t i o n as w a s permi t ted by the Dec larat ion.

4. T h e S p o n s o r wi l l br ing an addi t ional e ight (8) un i ts into the Associat ion some t ime w i t h i n the nex t severa l years once the S p o n s o r is a b l e t o obta in t it le to these 8 units f r om t h e P la t t sbu rgh Air Base Redeve lopment Co rpo ra t i on ( "PARC") . These 8 uni ts a re l oca ted near t he Phase III property. T h e S p o n s o r d o e s have these 8 units under con t rac t w i th P A R C . Ti t le to these 8 uni ts canno t be c o n v e y e d to the Sponsor until such t ime as t h e y h a v e received env i ronmenta l c l e a r a n c e f r o m the Uni ted States Air Force. T h e s e 8 uni ts compr i se approximately 1 .042 ac res a n d are shaded in green on the m a p a t t a c h e d he re to as Exhibit "B".

5. T h e S p o n s o r obta ined title to 14.265 ac res of ad jacen t land f rom PARC wh ich w a s no t b rough t into the Associat ion, and th is a rea is s h a d e d in pinki on Exh ib i t "B". Th i s wi l l b e d e v e l o p e d separately by the S p o n s o r into s ing le f a m i l v o ^ w ^ o - f a m i l y houses. T h e s e h o u s e s wi l l not be part of the Assoc ia t ion . A n o t h e r 7 A w a f c r e s wil l be

acqu i red by the Sponsor f rom PARC at such t ime as that area rece ives env i ronmenta l c learance f rom t h e Un i ted States Air Force. These areas are shaded in b lue on the per imeter survey map, w h i c h is at tached hereto as Exhibit "B". It is con temp la ted by the Sponsor that this area wil l a lso be developed into single fami ly or two- fami ly homes. T h e s e a reas wil l not b e c o m e part of the Associat ion, except for H O A Lot III-F2, wh ich will be conveyed to the Assoc ia t ion once the Sponsor obtains tit le f rom P A R C

6. T h e land wh i ch was acquired by the Sponsor f rom P A R C wh ich wil l not be part of t he Assoc ia t ion ( the land shaded in pink on the a t tached Exhibi t "B") wil l be deve loped by the Sponsor in conformity with the City of P i t t s b u r g h Zon ing Ord inance. Th is a rea is current ly z o n e d R2-General Resident ial , and s o m e of the permi t ted pr incipal uses inc lude s ing le family residences, two fami ly res idences, three fami ly res idences, mult i - fami ly res idences and townhouse residences. A t this t ime, the Sponsor con templa tes that this acreage will be deve loped as ei ther s ingle fami ly or two-fami ly st ructures.

7. T h e r e has been no change in the Off icers/Directors or pr incipals of the sponsor ing l imited liability company.

8. A t tached to th is Aff idavit is a copy of the budget for the Assoc ia t ion for the year beg inn ing Ju ly 1, 2003. Th is budget is at tached hereto as Exhibi t "C" and is for the 316 units. T h e budget a t tached as Exhibit "C" a lso has a co lumn wh ich indicates the ant ic ipated budget for w h e n the addit ional 10 units wil l be brought wi th in the Associat ion, for a total of 326 units. As can be seen f rom the budget , the monthly assessment wi l l remain at $153.00. An addit ional 8 units wil l be added at a fu ture date, pursuant to paragraph 4 above, for a total of 334 units.

9. T h e Sponso r wi l l continue to comply wi th the escrow and trust fund provis ions of G B L Sect ion 352-e(2)b and Sect ion 352-h of the Regulat ions adop ted by the At to rney Genera l in Part 22. The Sponsor wil l also cont inue to prov ide to each prospect ive o f fe ree the in format ion which is required in Part 22 of the Regulat ions. T h e Sponsor wi l l a lso furn ish to each prospect ive of feree a comple te copy of the Appl icat ion for CPS-7 T rea tmen t pr ior to accept ing any down payments , and wil l provide to each o f fe ree a copy of t he letter grant ing such Treatment.

Sworn to be fo rWme this W i a y o f / ^ - < 2 0 0 4 .

Notary

l i i - ' l v . .STEWART ANDRES BARRISTER & SOLICITOR

,i50 - 1 1 3 0 WEST PENDER STREET VANCOUVER, CANADA

V 6 E 4 A 4 PH: 604-685-0121

FAX: 604-685-8120

By:

L A K E C O U N T R Y DEVELOPMENTS L L C

R o s s H ^ . G A L B R A I T H I V I C E PRESIDENT

S C H E D U L E " A "

v V

GRID NORTH (Bo

OB-OB'BT' 00 W

CASEMHMJ

PHASE l l - A LOT 1 AREA:

9 3 , 9 4 4 SQ. FT. 2 .157 ACRES

rr.5M.29'

10' W»F pmu) rAsrucm

S C H F D U L E OF DRAWINGS: PMTJT EA5CUCNT-

C V 1 - C O V E R S H E E T ( T H I S S H I X 1 )

S I - S U B D I V I S I O N P L A N

S 2 - U T I L I T Y P L A N

P O O R Q U A L 1

O R I G I N A L _ _

APPROVAL OF PUNS, CIJHTON COUNTY HEAI.ni DCPARTUFKT.

coe Partial) UaryUnd Road Clark. Code.

LAKE COUNTRY VILLAGE PHASE II-A (2.157 ACRE PARCEL)

MARYLAND ROAD SUBDIVISION FORMER PLATTSBURGH AIRFORCE BASE

SUBDIVISION PLAN N O R T H E A S T

10-13 CITY HALL PLACE P> .ATTEFJUR6H. NEW YORK 129CB

TEL (516) 5611596 FAX (516)5611990

on MAR3 0 T« CUnton Count, CHrK'rOIWot

C,RR OF PLATTSBURCH. CUNTON COUNTY. NFW YORK

RnvT O per 2/TJ/tM County HeoNh Pry^ HI.I1T revTn-

S C H E D U L E "

cq V*

H H H

PQ

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B BT iaTs i r r

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12350' 105-la-

i n ! ! * m-JVSTT-N 5f iJ23 8 I

00.34' 76-60'

134.60' 183.21'

13 7 3* 44*02* E

HE 5 33'0' 'C-1 3 8T11'S2*" 5 i r 4o ' j t '

138 I S 54'22'17* L27 S 6820'24'

I L21 | 3 23-S7'or E ' H g37'DT W I

L32 IS 8714'or

L38 I M 7844;

S 7213'' L j l S 00'4B'56* E

S l ? 8CT0r46- t, S 04'0l'l3' E

I 160 IN er3i'S7' E 5 64'50 30 E

B S 60.27 28.04'

161 5 64'87'05" E 130.80' t K t f f

I LflO I s 51 31 43" I 8060' 00.00' I

184.23' [ 81081'

-60?30M 113.02' 33.0

fTS" L69 | N 33-20'13' * I

6 17"63*60" W 1 " ,91

" j t T

122.26'' ' 126.77' • 35.08'

LOT NUMBERS IN PHASE 10 SCO6044 . LOT NUWDER

103 UoNii Rood 105 uwm Rood 107 Mokit Rood 100 Moan Rood 111 Modi* Rood 113 Mottia Rood

123 UoRil Rood 128 Uolo* Rood 127 440014 Rood

88 hfoOio Rood 00 Uooit Rood

08 UoOit Rood 1 Kanlucay Siraa 3 Kanlucay Strei 6 Konlucoy Slrdi 7 KtnlucOy SUal

UNIT KEY 6o Lorge two olory 4 hdrm. end unit 6b interior unit

7o Medium two story 3 bdrm. end unit 7b * " " " " Interior unit Bo Lorge two story 3 bdrm. end unit

8b interior unit 9o Large two story 3 bdrm. end unit

Ob M " - » m inierioj- u n | t 9c " " " ond unit with

attached storage building 100 Lorge two story 3 bdrm. end unit 10b Interior unit

• f l ' t l 3!/ f /

\ V '

OTID NORTH (Based an U-o line between Uunumenls 53 and 54

CITY OF PLATTSBURGH 30 ' WIDE UTILITY EASEMENT (TYPICAL)

[ P O O R Q U A L I T Y L ""JZ !*<* pJl-'"'

/

/ //

f / V V / ' ' / / /

I PHASC HI STCHON t

gw^eed per CCHD le I General revtsens.

r bated Jaw T7. 2003.

DESCgpynoN

LOT A R E A S M0A LOT R-A 238,089 id. 1L l«0 ACT! HOA LOT R-8 29.788 A5. ft. as* Aqri HOA LOT R-C1 80,870 #d- H. UK .PA

HOA LOT R-C? 21.700 tq ft. [SBACdl HOA LOT 11-01 00.107 It. 1*44 ACTA

HOA LOT H—02 23610 Ad II. 83A2 to, HOA L01 1-C 202.485 dd- H- ltd ocn HOA LOT 6-r i 102.843 aq 11 264 ocri

0,801 id. 0. CffldtHI

332.804 iq. ft. !»«Odtl

rOPTA 112.427 id 11. 2411 ACT! ra-20 10.088 <d. 0. lARdCA.

rW3A 84.8(18 Id H. 1*8 AC.-. ropao 122.188 iq 11. 1JCS dci. FDP4A 83.103 dd. fl. 1248 Aeri

rou 40 121,881 >d It. FDP6 30.814 >o. It. CP. AAA.

ARC LE74C1H CHORD 6CAW2_ 633 84' 247.41' 5 T2HTI!' 0 358 04' 311.04.' N 63T)S'4r 0 403.76' H 5T7T39't 603.78 457.30' N 33"10'3T t

13L41' d 61 nn'.llJ 0 80.00' H 7n*n'4r •

466.44' 183.01' N 45-04'li • 1812.20' 200.72' N 21'32I17't 317.00' 72.71' N irri'is" t, 317. W 102.03'

167.11' 710.01' 6i j4'

-76411' 41.60' S 98-3844- i 200.60' 9 30"03'41' * 134.60' 122.27' H 701 I'll' C

N 16'3A'4tJ t 842.71' ^207.00'

'M6.7I' ii.W N li97Vf 1 R iOfnll ' I 356.41' 8 3513'33-L 332.50' N 31'4l'81 !

7lo.ol' 201.04' 765.01' S 41*3743' I Sii.oo' 223.24' N 310844' «

d 94'48'lT" 1 463.00 100.39' N fifyiror L

110.26' s mnrK L. -172.03' 133.07' N 87'38'43" » 164.12' d 57*38'43" C

636.19' 217,87' 44 J4-4.14' m 241.36' ^ 74'io r.r L

3'41'se 8 337.78 1063.34' N 29TV1'33' *

JL30583i»_ 351.53' 342.33' H 40'474f E

261.61' S 303»'4TLi_ 6air n MT.f i l : 352.30' -t 3l 'A1"M E

836 44' 280.0T H 49'43'!7 • 536.44' 5314' N 3834'13' *

62.31' S 7' TA It' E 246.06' N 78-38 J9' E

44i.7l' 23.47' N 04'4I'58L_ 17.08' R BTflB'TT W 60.17' N fdlOJ W H

247.00* 64.84' S 4337'lfE 833.04' 247.40' s oourw" *

041 336.04' 101.43'

APPROVED CITY OF PLATTSBURGH

PLANNir"

7! 5e» diywiny-no.

The existing buddings In Phoss III Socllon A (the nor area) are to remain and be sold os townhouse units. ih lots ore further Identified os HOA Lot III-A, HOA Lot Lot III-C1. HOA Lot III-D1, HOA Lot Ml-E. ond HOA Lot III

Cftuntr Health Dap.rtm.nl Condition, of Appro..!

T NUUBCRS IN PHASE SI STCTION

13 Iowa Or do 15 Iowa Or do 17 lomo Cko<a

" O

v \ y -

PHASE III CONSISTS OF TWO SECTIONS: SECTION A (NON-SHADED AREA) AND SECTION B (SHADED AREA). THESE PLANS ARE FOR THE APPROVALS OF SECTION A ONLY.

APPROVAL or 1 1 COUKTY HEALTH DEPARTMENT.

•on County binlUry Coda, D7

John 14 Knnodn, P.E. CP.fl.

DUactor/TniLoear of EnvlronidnUl HeilUi

| PROJECT PAAMC:

A E 5 y>v CITY H*LL PLCE

PLATTSBURSH, NEWYORKQgOl TEL- (518) 56115243 FAX' (519) 5611990

Scale 1' - 100'

LAKE COUNTRY VILLAGE PHASE III SUBDIVISION

PLANNED UNIT DEVELOPMENT FORMER PLATTSBURGH AIRF0RCE BASE HOUSING

REDEVELOPMENT PROJECT

I DBAWT MB TTTL£

PHASE III, SECTION A SUBDIVISION

PLAN

NO.

Ths origins! of this copy of Instrument was *!•«* u

on JUL 1 0*03 /.H—— r««ii i f riork'a Office

51

S C H E D U L E " C

Lake Country Village Homeowner's Association

SCHEDULE A

HOA OPERATING BUDGET FOR THE YEAR BEGINNING

JULY 1,2003 (Includes Phases 1,2 & 3 plus 10 New Duplex Units)

316 Units 326 Units (see note 1) (see note 1)

Projected Income

Maintenance Charges (Si 836 per home per year, payable monthly)

580,177 S 598,537

Projected Expenses

1 Water and sewer charges S 90,098 $ 92,949 2 Miscellaneous repairs and maintenance $ 31,210 S -' 32,198 3 Landscape maintenance & snow removal $ 168,332 S 173,659

Landscape improvements & replacements $ 9,000 s 9,000 4 Insurance $ 114,960 s 118,598 5 HOA management fees $ 37,920 s 39,120 6 Legal fees $ 500 s 500 7 Accounting & audit fees $ 3,500 s 3,500 8 Franchise Taxes s 375 $ 375 9 Ad Valorem Taxes $ 40 s 40 10 Reserves: a) roof replacement $ 92,931 $ 95,872

b) asphalt repair and replacement " $ 12,195 S ' " 12,581 c) exterior trim painting ^ $ 5,233 s 5,399. d) fencing replacement $ 5,734 " 5,915

11 Office, stationery and postage $ 3,000 $ 3,000 12 Social Committee Expenses $ 3,792 s 3,912 13 Contingencies $ 1,357 s 1,919

TOTAL $ 580,177 s 598,537

Monthly fee per home $ 153.00 $ 153.00

Lake Country Village

SCHEDULE A-1

Notes to Schedule A (Phases 1,2 & 3 plus 10 New Duplex Units)

General Information

Lake Country Village currently consists of 316 Units. The Developer intends to construct and sell 10 additional duplex style units on vacant land within Lake Country Village. These 10 new Units will become part of the HOA. The attached Schedule A HOA Budget shows the current 316 Units as well as an anticipated budget for 326 Units after the 10 new Units are incorporated into the HOA. The additional 10 Units represents only a 3% increase in the overall. number of Units in the HOA and it is not expected that these additional Units will result in any change to the monthly HOA fees. As such, the anticipated 326 Unit budget has been calculated pro-rata based on the 316 Unit budget. Minor expense categories not expected to vary with the number of Units have not been adjusted. A new HOA budget will be prepared for the year beginning July 1, 2004.

Water and Sewer Charges

Water and sewer sendees are billed to the HOA by the City of Plattsburgh and are based on consumption. The budgeted amount is calculated at $23.76 per dwelling unit per month and is derived from actual recent sewer and water billings paid by the HOA for phases 1 & 2, and adjusted upward based on the new sewer and water rates established March 1, 2003.

Miscellaneous building repairs and maintenance

Projected costs to the association for repairs and maintenance of the exteriors of the buildings are expected to be minimal because the buildings were renovated in the early 1990's. The budget amount is based on actual recent repair and maintenance costs incurred by the HOA. Included in this amount is the cost of an annual inspection of the roofs of each building. Future year's budget amounts will be adjusted with current needs.

Landscape maintenance and snow removal

This amount is based on a quote received from Yardworks Lawn Care Service of Plattsburgh, NY for both landscaping and snow removal services.

Landscaping maintenance sendees include spring cleanup, a fertilization program, annual pruning of trees and shrubs and 18 mowing and trimming of HOA lawns.

The mowing is based on a 10-day cycle assuming a 180-day season. Sidewalk edging will be maintained on a weekly basis. Additional mowing, if required, is to be billed additionally at 53,625 per occurrence.

Snow removal services include shoveling the sidewalks leading to each unit and plowing all driveways and HOA-maintained cul-de-sacs roads, including application of ice-melt and sanding as necessary. Snow removal will begin with the accumulation of 2 inches.

A landscape improvement and replacement fund of $9,000 per year has been established which will allow for the replacement of damaged plantings and for additional plantings and landscape improvements as determined by the HOA's Landscape Committee.

5. Insurance

This estimate is based on a quote from Northern Insuring Agency, Inc of Plattsburgh, NY. Coverage provided includes real property insurance of $36,010,061, general liability of $ 1,000,000 per occurrence ($2,000,000 aggregate), non-owned automobile liability of $1,000,000 per occurrence, umbrella liability of $2,000,000 per occurrence ($2,000,000 aggregate), directors and officers liability insurance of 51,000,000 and employee dishonesty coverage of 5100,000.

5. HOA management fees

The Declarant, Lake Country Developments, LLC has entered into an agreement with the HOA for the provision of management services to the HOA until such time as voting control of the HOA is transferred from the Declarant to the members. The fee for these services shall be $10 per unit per month ($38,880 per year for Phases 1, 2 & 3) and includes supervision of contracted maintenance work and services, maintaining financial books and records needed for the collection and disbursement of Association funds, negotiation of service contracts, preparation of the annual budget and other activities normally related to professional homeowners association management. The Declarant may at any time enter into a contract for management services with a licensed property management company on behalf of the HOA provided the fee for such services shall not exceed the budgeted amount. Such a contract would be for not more than a one-year period and be cancelable with or without cause by either party upon giving 30 days written notice. This agreement will terminate in May, 2004 upon the Developer turning over control of the HOA to the members. At such time the HOA will hire its own HOA manager.

6. Legal fees

This estimate is considered as a contingency fund for routine advice or letters from counsel on matters pertaining to interpretation of the declaration or by-laws. The amount budgeted will cover only a minimal amount of legal advice.

7. Accounting & audit fees

The estimate is based on a quote from Martindaie, Keysor & Co., Certified Public Accountants of Plattsburgh, NY. The sendee provided is for an annual audit and preparation of State and Federal tax returns for the HOA

8. Franchise Taxes

This cost is to pay for the minimum New York State franchise tax of $375

9. Ad Valorem Taxes

The City of Plattsburgh assessor has taken the correct position that the common area associated with the HOA has minimal value and will assess at a token value of S50. Ad Valorem taxes is therefore budgeted at a minimum amount of $20.

10. Reserves:

a) Roof replacement

This estimate is based on a quote from Lake Champlain Roofing LLC of Plattsburgh, NY of $200 per square (100 square feet) which includes removal and replacement of old shingles with new shingles and all debris removal. The total square footage of roof area has been calculated by Architectural, Engineering and land Surveying Northeast, PLLC of Plattsburgh NY (AES Northeast) and the calculation of the annual reserve amount is based on an estimated remaining life of the existing shingles of 10-12 years.

b) Asphalt repair and replacement

Maintenance and repair of the asphalt driveways and cul-de-sac road areas within the development are the responsibility of the HOA. The budgeted amount is based on sealcoating and crack filling every 3 years, resurfacing every 15 years and repaving (with excavation) 1% of the surface area every 5 years. The calculations were prepared by .AES Northeast using costs per square yard of asphalt for crack filling, sealcoating, resurfacing and excavation/repaving of $.32, $1.20, $3.00 and 570.00 respectively.

c) Exterior trim painting

This estimate, provided by AES Northeast, is for repainting of the front and back porch posts and decorative wood framing every 3 years.

d) Fence replacement

This estimate, provided by AES Northeast, is based on an estimated remaining useful life for the wooden fences of 15 years and a replacement cost of S7 per linear foot.

11. Office, stationery and postage

A nominal amount has been budgeted to provide necessary office supplies for communication with HOA members.

12. Contingencies

This amount may be used at the discretion of the Board to make up deficits'in other items of the budget, or to pay for unanticipated or unrecognized expenses. While the budget was prepared in good faith and attempts to address all known expenses related to the operation of the HOA, this contingency category is designed to meet unanticipated costs or changes in prices.

STATE OF NEW YORK OFFICE OF THE ATTORNEY GENERAL C W .

ELIOT SPITZER DIETRICH L. SNELL Attorney General Direct Telephone (212)416-8 144 ^p"^ Att0™>' General

Division of Public Advocacv

ERIC R. DINALLO B u r e a u C h i e f

I n v e s t m e n t Protect ion Bureau

May 29, 2002

William La Forte, Esq. Harter, Secrest & Emery 1600 Bausch & Lomb Place " Rochester, NY 14604-2711

Re: Lake Country Village HOA File No. HQ-01-0030

Dear Mr. Forte:

The Department of Law has reviewed your application for CPS-7 treatment submitted on June 1, 2001, and supplemented on May 9, 2002, for the above-captioned homeowner 's association.

Based upon the affidavit and supporting documentation submitted by you in connection with the application, such CPS-7 treatment is granted as of the original submission date of June 1, 2001. Accordingly, no enforcement action will be taken against you for failure to file an offering plan in compliance with General Business Law Section 352-e, provided that you are in full compliance with your representations made in the CPS-7 application.

The granting of CPS-7 treatment is on such terms and conditions as the Department of Law may impose, in its discretion, in order to protect the public interest. It is based solely on the information provided in the application. Any material misstatement or omission of a material fact in the application may render the CPS-7 treatment void ab initio and may subject you to enforcement action.

The granting of this CPS-7 treatment shall not be construed to be a waiver of, or limitation on, the Attorney General's authority to take enforcement action for violations of Article 23-A of the General Business Law and other applicable provisions of law.

H:\W?D»tvR£NOR'Cpi-<"Liice Country Village HOA wpd

120 Broadway. NY.v Ycrk.N.Y. 10271

THIRD SUPPLEMENTAL DECLARATION TO THE DECLARATION OF

COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS

THIS THIRD SUPPLEMENTAL DECLARATION TO THE DECLARATION OF COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS (the "Third Supplement") is m a d e th is H <GAY of May, 2004, by LAKE COUNTRY DEVELOPMENTS, LLC, a New York l imited l iabil i ty c o m p a n y w i th its principal office located at 3 Kentucky Street, PO Box 3066, Plattsburgh, New York 12901-0298 (hereinafter referred to as the "Declarant").

WHEREAS, Declarant filed a Declaration of Covenants, Conditions, Easements and Restrictions (the "Declaration") in the Clinton County Clerk's Office on June 28, 2001 and which is filed as Instrument #132346; and

WHEREAS, the Declaration established the Lake County Village Homeowners Association, Inc. which is located in the City of Plattsburgh, Clinton County, New York (the "Association"); and

WHEREAS, on June 28, 2001, the Declarant established Phase ! of-the Association by the filing of the Declaration which imposed upon the real estate described on the attached Exhibit "A" (the "Property") the terms, covenants, conditions, easements and restrictions contained in the Declaration which are for the purpose of protecting the value and desirability of the Property; and

WHEREAS, on March 1, 2002, the Declarant filed the First Supplemental Declaration to the Declaration of Covenants, Conditions, Easements and Restrictions in the Clinton County Clerk's Office and which is filed as Instrument #140315 (the "First Amendment to the Declaration"); and

WHEREAS, the First Amendment to the Declaration was filed for the purpose of bringing Phase II into the Association, and the property in Phase II is described on the attached Exhibit "A-1" (the "Phase II Property"); and

WHEREAS, on July 11, 2003, the Declarant filed the Second Supplemental Declaration to the Declaration of Covenants, Conditions, Easements and Restrictions in the Clinton County Clerk's Office and which is filed as Instrument #157492 (the "Second Amendment to the Declaration"); and

WHEREAS, the Second Amendment to the Declaration was filed for the purpose of bringing Phase HI into the Association, and' the property in Phase 111 is described on the attached Exhibit "A-2" (the "Phase III Property"); and

WHEREAS, the Declaration established the Association under the not-for-profit corporation law of the State of New York for the purpose of overseeing the administration of the Property which is subject to the Declaration; and

V6E 4A4 PH: 604-685-3121

FAX: 604-685-9120

WHEREAS, any additional property to be developed and to be part of the Association must be made by the Declarant filing in the Clinton County Clerk's Office a Supplemental Declaration with respect to the additional property which will extend the scheme of the Declaration to such additional property; and

WHEREAS, the Declarant wishes to subject and to dedicate property which shall be known as Phase ll-A and which is described on Exhibit "B" attached hereto (the "Additional Property") to the scheme of the Declaration which preserves the values and the amenities in the Association and which will bring the Additional Property under the scheme of the Declaration; and

WHEREAS, the Declarant wishes to continue to provide for the preservation of the values and the amenities in the Association community.

Now, THEREFORE, the Declarant hereby declares that ail of the Additionai Property described on Exhibit "8" attached hereto shall be held, sold, conveyed and occupied subject to the covenants, conditions, easements and restrictions which are set forth in the Declaration which are for the purpose of protecting the value and desirability of and which shall run with the Property, the Phase II Property, the Phase 111 Property, and the Additional Property, and which shall be binding on all parties having any right, title or interest in the Property, the Phase II Property, the Phase III Property and the Additional Property, or any part thereof, their heirs, successors and assigns, and which shall inure to the benefit of each owner thereof.

1. The capitalized terms described herein shall have the meanings attributed to them as set forth in this Third Supplement, and if not set forth in this Third Supplement, they shall have the meanings described to them as set forth in the Declaration.

2. The Declarant, by the filing of this Third Supplement, brings within the Association the Additional Property described on Exhibit "B" attached hereto. The Additional Property shall be bound by and shall receive all of the benefits of those covenants, conditions, easements and restrictions as set forth in the Declaration.

IN WITNESS WGGREOF, the undersigned, being the Declarant herein, has hereunto set its hand and seal this J ^ j f o f May, 2004.

LAKE COUNTRY DEVELOPMENTS, LLC

1130 W E S T P E N D E R S T R E E T

VANCOUVER. CANADA V6E 4 A 4

PH: 604-685-8121 FAX: 6 0 4 - 6 8 5 - 8 1 2 0

1130

0 F J ^ C C c i ^ H ^

O F I R

On this aay of May, in the year 2004, before me, the undersigned, a Notary Public in a n d f o r ^ f ^ c S ^ F ^ ^ A / P D ^ ' y appeared Ross H.J. Galbraith, personally known to me or proved to me on the basis ofsai is factory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted,, executed the instrument.

A STEWART ANDREE BARRISTER & SOUCITOR

550 - 1130 WEST PENDER STREET VANCOUVER, CANADA

V 6 E 4 A 4 PH: 604-655-8121

FAX: 604-685-3120

P O O R Q U A L I T Y O R I G I N A I

Ctec/Lrj

EXHIBIT " A "

P H A S E I LEGAL DESCRIPT ION

ALL THAT CERTAIN PIECE OR PARCEL OF LAND being part of the former Plattsburgh Air Force Base located both in the City of Plattsburgh and the Town of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows:

UNITS 6001, 6002, 6005, 6006, 60008, 6010, 6010, 6012, 6014, 6016, 6017, 6201, 6204, 6205, 6208, 6209 6212, 6213, 6216, 6217, 6220, 6221, 6224, 6225, 6228, 6229, 6232, 6233, 6236, 6237, 6241, 6300, 6301, 6304, 6305 of the Lake Country Planned Unit Development as shown on a survey map entitled "Lake Country Village Planned Unit Development, Former Plattsburgh Air Force Base Housing Redevelopment Project, Phase I Plan", prepared by A E S Northeast PLLC, Scott B. Allen, LS, dated March 27, 2000, Job #2466 filed in the Office of the Clinton County Clerk as Map No. PL-B-127.

Together with all rights contained and set forth in Declaration of Protective Covenants, Conditions, Restrictions, Easements, Charges and Liens (The Lake Country Vil lage Declaration) dated May 2000 and to be recorded concurrently herewith.

The land area on which the units are located on is described as follows:

ALL THAT CERTAIN PIECE OR PARCEL OF LAND being part of the former Plattsburgh Air Force Base located both in the City of Plattsburgh and the Town of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows:

Beginning at a point in the westerly bounds of U.S. Avenue which point is the northeasterly comer of lands now or formerly of Agway Petroleum Corporation by virtue of a deed dated February 7, 1986 and recorded in the Clinton County Clerk's Office on March 13, 1986 in Deed Volume 660 at page 317; thence

South 85° 55' 02" West along the northerly bounds of said lands of Agway 300.74 feet to the northwesterly corner of lands of said Agway; thence South 08° 05' 55" East along the westerly bounds of lands of said Agway 171:43 feet to a point; thence in a general westerly direction through the lands of the former Plattsburgh Air Force Base the following seven (7) courses and distances:

(1) South 82° 42* 49" West, 222.07 feet to a point;

(2) South 87° 54' 37" West, 79.97 feet to a point;

(3)

(4)

(5)

North 78° 20' 49" West, 154.97 feet to a point;

North 77° 42' 01" West, 126.16 feet to a point which lies 33 feet distant wester! centerline of Maine Road;

Northerly along a curve convex to the East, parallel with from the centerline of Maine Road, having a radius of 54.48 feet to a point;

[ P O O R Q U A L I T Y ! O R I G I N A L -

feet distant westerly jet, ari arc distance of

A STEWART ANDREE - ...,: BARRISTER a SOLICITOR "550*- 1130 W E S T PENDER S7R= .j; - VANCOUVER CANADA

' V6E 4A4 PH: 604-6S5-3121 FAX- WUJYSRJVON

EXHIBIT " A " CONT 'D

(6) North 77° 14' 10" West, 253.36 feet;

(7) South 86° 06" 31" West, 78.14 feet to a point which lies 50 feet distant easterly from the centerline of New York Road;

Thence in a general northerly direction along a series of lines parallel with and 50 feet distant easterly of the centerline of New York Road the following three (3) courses and distances:

(1) Northerly along a curve convex to the east having a radius of 1,812.20 feet, an arc distance of 241.48 feet;

(2) North 11° 31' 31" West, 48.83 feet;

(3) North 11° 25' 12" West, 297.90 feet;

Thence in a general easterly direction through the lands of the former Plattsburgh Air Force Base the following six (6) courses and distances: "

(1) North 78° 34' 48" East, 371.60 feet;

(2) North 50° 43' 04" East, 219.94 feet;

(3) North 69° 24' 37" East, 131.36 feet;

(4) North 86° 09' 51" East, 124.62 feet;

(5) South 77° 10' 59" East 254.85 feet;

(6) North 82° 13* 05" East, 136.60 feet to a point in the westerly bounds of U.S. Avenue;

Thence South 07° 46' 55" East along the westerly bounds of U.S. Avenue, 755.47 feet to the point or place of beginning.

1130 W E S T PENDER STREET VANCOUVER, CANADA

V 6 E 4A4 PH: 604-635-8121 FAX: 604-685-3120

I P O O R Q U A L I T Y J O R I G I N A L - - - -

EXHIBIT " A - 1 " CONT'D P O O R Q U A L I T Y

O R I G I N A L

LEGAL DESCRIPTION PHASE II PERIMETER BOUNDARY

ALL THAT CERTAIN PIECE OR PARCEL OF LAND situate on the former Plattsburgh Air Force Base in the City of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows: (The following description is based upon a survey map entitled PHASE II SUBDIVISION PLAN for the project named, LAKE COUNTRY VILLAGE PLANNED UNIT DEVELOPMENT, FORMER . PLATTSBURGH AIR FORCE BASE HOUSING REDEVELOPMENT PROJECT, prepared by AES Northeast, PLLC, Scott B. Allen, LS, drawing no. S1 dated 8/27/2001 filed in the Clinton County Clerk's Office on February 20, 2002 as Map # PL-B -227).

BEGINNING AT the intersection of the southerly boundary of North Dakota Avenue and the easterly boundary of New York Road which point is further defined as laying 33 feet southerly of the center line of North Dakota Avenue, and 50 feet easterly of the center line of New York Road;

Thence in a general northerly direction along a curve convex to the east, having a radius of 1,812.20 feet and a chord direction of North 07°14'13" East, an arc distance of 703.94 feet to a point, which point is also the southwesterly comer of Phase I of the Lake Country Village Planned Unit Development;

Thence turning and running in a general easterly direction along the general southerly boundary of said Phase I and the northerly boundary of the parcel of land being described herein, the following courses and distances:

(1) North 86°06'31" East 78.41 feet to a point;

(2) South 77°14'10" East 253.36 feet to a point in the westerly bounds of Maine Road, which said bounds lies 33 feet westerly from the centerfine of Maine Road;

(3) Southerly along the westerly bounds of said Maine Road along a curve convex to the east having a radius of 709.87 feet, and a chord direction of South 10o06'04"J/y3stTan arc distance of 54.48 feet;

(4) South 77o42'01" East 126.16 feet to a point;

(5) South 78°20'49" East 154.97 feet to a point:

(6) North 87°54'37" East 79.97 feet to a point: - O ^ f 5 ^ ANDRE*

SAMRISTER a SCjJCJTrig (7) North 82°42'49" East 221.98 feet to a point in the easterly bounc&Py teA^he^^er _

Plattsburgh Air Force Base; ^ ^ N c a n a c - ^ n,, V 6 C 4 A 4 PH: 604.6SS-3121

FAX- 6 C 4 W 2 O

EXHIBIT " A - 1 " CONT'D

Thence South 8°05'54" East along said easterly boundary of the former P i t t sbu rgh Air Force Base a distance of 601.03 feet to the point of beginning of a curve convex to the east, having a radius of 776.31 feet;

Thence southerly along said curve an arc distance of 408.99 feet to the beginning of a non tangent curve having a radius of 414.08 feet and a chord direction of South 27°38'25" West;

Thence southwesterly along said curve an arc distance of 80.27 feet to a point;

Thence South 33011'36" West, still along the easterly boundary of the former Plattsburgh Air Force Base 72.81 feet to the southeasterly comer of the parcel of land being described herein;

Thence in a general westerly direction along the southerly bounds of the parcel of land being described herein, the following courses and distances:

(1) North 53° 11 '52" West 267.17 feet to a point

(2) North 55°01 '05" West 352.91 feet to a point

(3) South 56°40'20" West 60.01 feet to a point

(4) North 33° 19'58" West 119.75 feet to a point i

(5) North 56°40'39" East 60.02 feet to a point

(6) North 53°01'54" West 164.45 feet to a point

(7) North 66°04'02" West 76.86 feet to a point in the easterly boundary of Maine Road, which boundary is defined as being 33 feet from the centerline of Maine Road;

Thence southerly along said easterly boundary of Maine Road, along a curve convex- to the west having a radius of 317.00 feet and a chord direction of South 17°2T43" West, an arc distance of 72.71 feet;

3 7 E W A R T A N D R E E ••---RRJSTCR a S O U C I T C R - M 20 WEST FEWER STREET

VANCOUVER, CANADA V6E 4A4

PH: 504-635-3121 PAX: 604-585-0120

ExHIBfT " A - 2 "

LEGAL DESCR!PTION Phase III

ALL THAT PIECE OR PARCEL OF LAND, situate on the former Plattsburgh Air Force Base in the City of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows:

HOA Lot I I I - A ; HOA Lot I I I - B ; HOA Lot III — C I ; HOA Lot I I I - D 1 ; HOA Lot III - E; and HOA Lot III - F1, all as shown on a survey map entitled "Phase III Subdivision Plan for the Project Entitled Lake Country Vil lage Planned Unit Development, former Plattsburgh Air Force Base Housing Redevelopment Project, Drawing No. S1, prepared by AES Northeast, PLLC, Scott B. Allen, LS, first dated April 14, 2003, which said Map was recorded in the Clinton County Clerk's Office on July 10, 2003 as Map No. PL-C-27/PL-C-35".

550-

A STEWART ANDREE BARRISTER A SOUCITOR M30 WEST PENDER STREET VANCOUVER, CANADA •

V6E4A4 PH: 604-635-8121

FAX: 604-685-3120

EXHIBIT " B "

THE ADDITIONAL PROPERTY

ALL THAT PIECE OR PARCEL OF LAND, situate on the former Piattsburgh Air Force Base in the City of Piattsburgh, County of Clinton, State of New York, being more particularly described as Lot 1 of Phase II-A of the Maryland Road Subdivision, based upon a survey map entitled SUBDIVISION PLAN for the project entitled LAKE COUNTRY VILLAGE PHASE II-A LOT 1 (2.157 ACRE PARCEL) MARYLAND ROAD SUBDIVISION, FORMER PLATTSBURGH AIR FORCE, drawing no. S1, prepared by AES Northeast, PLLC, Scott B. Allen, LS, first dated November 5, 2003, which said map was recorded in the Clinton County Clerk's office on March 30, 2004 as Map #PL-C-161.

j

in and

BY-LAWS OF

LAKE COUNTRY VILLAGE HOMEOWNERS ASSOCIATION, INC.

ARTICLE I

NAME AND LOCATION

The name of the corporation is Lake Country Village Homeowners Association, Inc. (hereinafter referred to as the "Association"). The principal office of the Association shall be located at 10 Maine Rd., Plattsburgh, Clinton County, New York 12903, but meetings of Members and Directors may be held at such other places within the: State of New York as may be designated by the Board. -

ARTICLE II

DEFINITIONS -

Section 1. "Association" means Lake Country Village Homeowners Association, Inc. and its successors and assigns.

Section 2. "Board" means the Board of Directors of the Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the Common use and enjoyment of the Owners.

Section 4. "Declarant" means Lake Country Developments LLC, a New York limited liability company, and its successors and assigns if it acquires more than one undeveloped Lot for the purposes of development.

Section 5. "Declaration" means the Declaration of Covenants, Conditions, Easements and Restrictions applicable to the Property as recorded in the office of the Clerk of the County of Clinton.

Section 6. "Director" means a member of the Board of Directors of the Association.

Section 7. "Lot" means any plot of land shown upon any recorded subdivision map or resubdivision map of the Property (as defined below).

Section 8. "Member" means those persons who become members of the Association as provided in the Declaration.

Section 9. "Owner" means the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is part of the Property including contract sellers, excluding those having such interest merely as security for the performance of an obligation.

Section 10. "Property" means that certain interest in real property as described in the Declaration and such additions thereto as may thereafter be brought within the jurisdiction of the Association.

ARTICLE III

MEMBERSHIP AND VOTING

Members of the Association shall be divided into two classes for purposes of voting. Class T Members shall be all Owners, with'the exception of the Declarant. Class T Members shall be entitled to one vote for each membership. When more than one person holds an interest in any Lot, all such persons shall be Class T Members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any one Lot, nor may more than one person holding an interest in any Lot be eligible to seek nomination as, or be elected as, a Director of the Association at any one time. The Class A Member shall be the Declarant, which shall be entitled to one vote. Class A membership shall cease on July 1, 2003 or when Ninety percent ( 90% ) of the Lots have been transferred, whichever is earlier. Until then, Class T Members shall not be entitled to vote for the election of members to the Board. The first meeting of Class T Members for the purpose of electing Directors shall be held within thirty (30) days from the transfer by the Declarant of the Lot which, when added to the lots which have previously closed, constitute Ninety percent ( 90% ) of the Lots as originally shown on the subdivision map or within thirty (30) days from' July I, 2003, whichever is earlier.

ARTICLE IV

MEETINGS OF MEMBERS

Section 1. Annual Meeting. After the first meeting of Class T Members, an annual ~ meeting of all the Members shall be held each year on the second Tuesday of May at the office of the Association or at such other place as specified in the notice of meeting.

Section 2. Special Meetings. Special Meetings of the Members may be called at any time by the President of the Association or by the Board, or upon written request of the Members who are entitled to vote fifty percent (50%) of the votes of the Class T membership.

Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

Section 4. Waiver of Notice. Notice of meeting need not be given to any Member who submits a signed waiver of notice thereof whether before, during or after a meeting, nor to any

Member who attends the meeting without protesting prior to the conclusion thereof the lack of notice to him.

Section 5. Quorum. The presence at the meeting, in person or by proxy, of Members entitled to cast at least fifty percent (50%) of the total number of votes entitled to be cast thereof by each class of membership shall constitute a quorum for any action except as otherwise provided in the Declaration or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.

Section 6. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing, and filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot.

Section 7. Required Vote. Directors shall be elected pursuant to the procedure described in Article V of these By-laws-by the Members entitled to vote in the election. Any other corporate action to be taken by vote of the Members shall, except as otherwise required by law or the Certificate of Incorporation of the Association, be authorized by a majority of the votes cast at a meeting of Members by the Members entitled to vote thereon.

Section 8. Action Without Meeting. Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent setting forth the action so taken and signed by all of the Members entitled to vote thereon.

ARTICLE V

BOARD OF DIRECTORS; SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of the Association shall be managed by a Board of five (5) Directors, all of whom shall be Members of the Association. The initial Directors of the Association named in the Certificate of Incorporation shall serve until their successors are elected pursuant to Section 3 of this Article V.

Section 2. Term. (a) Except for the first election of Directors to succeed the initial Directors named in the

Certificate of Incorporation, all Directors shall be elected to serve a two (2) year term, commencing immediately after the Annual General Meeting at which their election is announced.

(b) At the first election of Directors to succeed the initial Directors named in the Certificate of Incorporation, two (2) Directors shall be elected to serve a two (2) year term, and three (3) Directors will be elected to serve a one (1) year term. Directors elected to serve a one (1) year term will at the conclusion of their term be replaced by three (3) Directors elected to serve a two (2) year term.

(c) In the event of a vacant Directorship at any time prior to the expiry of the term for which such Director was elected, a replacement Director shall be chosen as provided in Section

5 of this Article V, but such replacement Director shall serve only the remaining portion of the term of the Director they are replacing.

Section 3. Nomination procedure. Not less than sixty (60) days prior to each .Annual General Meeting, a notice shall be sent by U.S. mail to the owner(s) of each Lot. Such notice shall:

(a) Declare that an election of Directors shall be held with the results of such election to be announced at the upcoming .Annual General Meeting;

(b) State the number of Directors to be elected, and the length of the term which elected Directors shall serve;

(c) Specify the deadline by which nominations to serve as Directors must be received by the Association, and the address to which such nominations must be sent;

(d) Include a nomination form in a format to be determined by the Board of Directors (e) Encourage nominees to submit a candidate's statement in a format and quantity to be

specified by the Board of Directors; (f) Describe the election procedure as contained in Section 4 of this Article V.

Section 4. Election procedure. (a) As soon as possible following the close of nominations, each Member of the

Association shall be sent by U.S. mail the following items: (i) A ballot on which all candidates who validly submitted nominations pursuant

to Section 3 of this Article V are listed alphabetically by surname, and beside each name is an open square or circle in which a Member can clearly and unambiguously indicate a vote for the candidate whose name appears beside such square or circle;

(ii) An envelope marked "place completed ballot in this envelope, and seal", but bearing no other marking or identification;

(iii) An envelope addressed to the Association at its mailing address in Plattsburgh, New York, pre-labeled with the Member's name and Lot address in the upper left comer, and bearing one or more unique ink stamps or markings which will render the envelope difficult to forge or duplicate; -

(iv) A copy of each candidate's statement, provided that such candidate submitted a statement in a form which satisfies the requirements of Section 3(e);

(v) A copy of the election rules and instructions for completing the ballot and returning it to the Association, together with the deadline by which the ballot must be received by the Association.

(b) Following the deadline for the receipt by the Association of ballots from Members, and not less than forty-eight (48) hours prior to the time of the Annual General Meeting, the ballots shall be validated and counted.

(c) The return envelopes which identify the sender and which contain the sealed ballot envelope shall be kept unopened by the Association until validated.

(d) A committee of five (5) Members appointed by the Board of Directors who are neither Directors, nor candidates for election as Directors, shall ensure that each candidate is advised of the time and place at which ballots will be validated and counted. Either the candidate or their designate, but not both, shall be entitled to attend the validation and counting of the ballots. A candidate's designate may not be a Director or a Member of the Elections Committee.

(e) Each return envelope described in Section 4(iii) shall be compared against a list of

Members of the Association before being opened. (i) If it is impossible to determine from an examination of the exterior of the

return envelope that the sender is a Member of the Association, the envelope shall be destroyed without being opened or counted;

(ii) If the identity of the sender cannot conclusively be matched to a list of all owners maintained by the Association, the envelope will be set aside unopened, and dealt with according to Section 4(i)(iii)

(iii) If the identity of the sender can be matched against the list of Members, the return envelope shall be marked as validated, then opened and the contents removed, and the return envelope set aside for safekeeping;

(iv) The envelope containing the ballot which was removed from the return envelope shall be placed unopened and unmarked into a box.

Once all return envelopes have been dealt with according to Section 4(e), the ballot envelopes shall be removed and opened one at a time. Each ballot shall be examined by the Elections Committee Members and by each candidate or their representative. If there is no dispute that the ballot has been validly and unambiguously marked according to the published rules for the election, the -votes shown thereon shall be tallied and the ballot marked to indicate that it has been counted, and then set aside for safekeeping. > If anyone present objects that a ballot does not conform to the election rules, the Members of the Elections Committee, but not the candidates or their representatives, shall vote by show of hands to determine if the ballot is to be accepted or rejected. A tied vote shall be deemed an acceptance of the ballot. Once all votes have been tallied, the candidates shall be listed in descending order of the number of votes cast for each of them, and the highest ranked candidates equal to the number of Directors to be elected shall be declared elected, provided that; (i) At the first election of Directors to succeed the initial Directors named in the

Certificate of Incorporation, the top two (2) candidates will be declared elected to serve two (2) year terms and the next three (3) candidates will be declared elected to serve one (1) year terms;

(ii) In the event of a tie, where the number of candidates receiving the same -number of votes exceeds the number of Directors still to be elected, the names of such tied candidates shall be written on separate identical pieces of paper," each of which shall be folded in half twice, and placed into an opaque container. A Member of the Elections Committee satisfactory to the tied candidates shall then randomly select, unfold and read one name. If required, the process will be repeated until the number of names selected equals the number of unfilled Directorships.

(iii) If, after all ballots are opened and votes are tallied, the contents of the unvalidated return envelopes set aside as provided in Section 4(e)(ii) could under any circumstance alter the outcome of the election, the Elections Committee will adjourn the validation and tallying process for not more than twenty-four (24) hours, during which time the Association shall make all reasonable efforts to determine whether the sender is a valid Member of the Association entitled to vote. At the meeting of the Elections Committee following adjournment, the results of the investigation shall be announced, and if the envelope is determined by a vote of a majority of the Elections Committee to be valid, the ballot therein shall be opened and added to the

existing tally. If the envelope is determined to be invalid, it shall be destroyed without being opened. If all Elections Committee Members and others present agree that the contents of unvalidated envelopes could not alter the outcome of the election, then such envelopes will be destroyed unopened,

(j) Validated return envelopes and ballots shall be kept for 30 days following the Annual General Meeting, after which if no objection to the outcome of the election has been raised, the envelopes and ballots will be destroyed, but the tally of total votes received by each candidate shall be preserved for at least 2 years.

Section 5. Vacancies on the Board If a Director fails for any reason to complete his or her full term of office, the remaining Directors shall forthwith fill the vacancy by the following procedure: (a) Offer the remaining term of the vacant Directorship to the unsuccessful candidates in the

most recent election of Directors in descending order of the number of votes received by each.

(b) If no such candidate is willing to fill the vacancy, the Board shall offer the vacant-' Directorship to any Member of the Association who in their opinion will capably fill the ~

vacancy.

Section 6. Quorum. Three (3) members of the Board shall be necessary to constitute a quorum of the transaction of business at each meeting of the Board. However, if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until a quorum shall attend.

ARTICLE VI

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board, on behalf of the Association, shall have the power to:

(a) adopt and publish rules and regulations governing the use and maintenance of the Common Area, the personal conduct of the Members and their tenants, and invitees thereon, and to establish penalties for the infraction thereof; (b) suspend the right to the use of the Common .Area except for ingress and egress over the Member 's Lot, during any period in which such Member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after a notice and hearing for a period not to exceed sixty (60) days for an infraction of published rules and regulation; (c) exercise all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these By-Laws, the Certificate of Incorporation of the Association or the Declaration; (d) declare the office of a Director to be vacant in the event such Director shall be absent from three (3) consecutive regular meetings of the Board; (e) procure and maintain adequate liability and hazard insurance on the Property. The Board shall, on an annual basis, review the amount of insurance coverage in order to assure that the Association and the Owners are fully protected;

(f) acquire, encumber and dispose of property as provided for in the Declaration; (g) employ a manager, an independent contractor and such other employees as it deems necessary and to prescribe their duties; (h) establish a capital reserve fund for repair and replacement of those deteriorating assets for which the Association is responsible; and (i) approve the annual budget as prepared by the Treasurer.

Section 2. Duties. It shall be the duty of the Board to: (a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class T Members who are entitled to vote; (b) supervise all officers, agents and employees of the Association, and to see that their duties are properly performed; (c) as more fully provided in the Declaration, to:

(i) establish the amount and starting day of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period; (ii) send written notice of each assessment to every Owner subject- thereto at least thirty (30) days in advance of each annual assessment period; and (iii) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or to bring an action at law against the Owner personally obligated to pay the same;

(d) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) procure and maintain adequate liability and hazard insurance on property where the Association has a legal interest; (f) cause all officers, agents or employees having fiscal responsibilities to be bonded, as it may deem appropriate; (g) cause the common area to be maintained; and (h) cause a financial statement for the Association to be prepared and certified by. the Association's independent public accountant following the end of each fiscal year.

.ARTICLE VII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board, and subsequently at each annual meeting of the Board which shall be immediately following the adjournment of each annual meeting of the Members.

Section 3. Term. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year or until such officer's successor has been elected or appointed and qualifies unless he or she shall sooner resign, be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect by majority vote such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary.. Such resignation shall take effect on the date of receipt of such notice or at any late time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by-the " Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

Section 7. Duties. The duties of the officers are as follows: (a) President. The President shall preside at all meetings of the Board, shall see that orders and resolutions of the Board are carried out, and shall sign all leases, mortgages, deeds and other written contractual instruments. (b) Vice President. The Vice President shall act in the place and stead of the President in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him or her by the Board. (c) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members o f the Association together with their addresses, and shall perform such other duties as required by the Board. W Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board; shall sign all checks and promissory notes of the Association; shall keep proper books of accounting; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its annual meeting, and have delivered a copy of each to the Members.

ARTICLE VIII

COMMITTEES

The Board may appoint a Nominating Committee. The Board may also appoint an Architectural and Property Review Committee of no less than three (3) nor more than five (5) Directors and may grant authority to them to approve, approve with conditions, or disapprove any application received, or to make recommendations to the Board, as provided in the Declaration. In addition, the Board shall appoint such other committees as deemed appropriate in carrying out its purposes.

ARTICLE IX

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Certificate of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies maybe purchased at reasonable costs.

ARTICLE X

ASSESSMENTS

As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from such date at the legal rate of interest, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and the interest, costs, and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. In addition, the Association has the right to levy a late charge on delinquent accounts five (5) days after the assessment is due.

ARTICLE XI

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the words: Lake Country Village Homeowners Association, Inc.

ARTICLE XII

TENANTS

.Any lease of a building within the subdivision shall provide for full compliance by the tenant with the Declaration, these By-Laws, and the rules and regulation of the Association. Should a tenant be in violation thereof at any time, the Association may send the Owner of the building which said tenant occupies written notice of such violation by certified or registered mail, return receipt requested, at his or her address as set forth in the books and records of the Association. If the violation is not cured or eviction proceedings commenced against the tenant by the Owner at the Owner's expense within ten (10) days after the Owner has received notice of such violation, the Association may pursue any remedies which it may have.

ARTICLE XIII

INDEMNIFICATION

Section 1.. Each person who was or is made a party to or is threatened to be made a party" to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or his testator or intestate (a) is or was a Director or officer of the Association or (b) is or was a Director or officer of the Association who serves or served, in any capacity, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Association (hereinafter an "indemnitee"), shall be indemnified and held harmless by the Association against all expense, liability and loss, including ERISA excise taxes or penalties, judgments, fines, penalties, amounts paid in settlement (provided the Board of Directors shall have given its prior consent to such settlement, which consent shall not be unreasonably withheld by it) and reasonable expenses, including attorneys' fees, suffered or incurred by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director or officer and shall inure to the benefit of the indemnitee's heirs and fiduciaries; provided, however, that no indemnification may be made to or on behalf of any Director or officer if his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or otherwise disposed of, or he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Notwithstanding the foregoing, except as contemplated by Section 3 of this Article, the Association shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Association.

Section 2. All expenses reasonably incurred by an indemnitee in connection with a threatened or actual proceeding with respect to which such indemnitee is or may be entitled to indemnification under this .Article shall be advanced to him or promptly reimbursed by the Association in advance of the final disposition of such proceeding, upon receipt of an undertaking by him or on his behalf to repay the amount of such advances, if any, as to which he is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which he is entitled. Such person shall cooperate in good faith with any request by the Association that common counsel be used by the

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parties to an action or proceeding who are similarly situated unless to do so would be inappropriate due to an actual or potential conflict of interest.

Section 3. (a) Not later than thirty (30) days following final disposition of a proceeding with respect to which the Association has received written request by an indemnitee for indemnification pursuant to this .Article or with respect to which there has been an advancement of expenses pursuant to Section 12 of this .Article, if such indemnification has not been ordered by a court,-the Board of Directors shall meet and find whether the indemnitee met the standard of conduct set forth in Section 1 of this Article, and, if it finds that he did, or to the extent it so finds, shall authorize such indemnification. (b) Such standard shall be found to have been met unless (i) a judgment or other final adjudication adverse to the indemnitee established that the standard of conduct set forth in Section I of this Article was not met, or (ii) if the proceeding was disposed of other than by judgment or other final adjudication, the Board of Directors finds in good faith that, if it had been disposed of by judgment or other final adjudication, such judgment or other final adjudication would have been adverse to the indemnitee and would have established that the standard of conduct set forth in Section 1 of this Article was not met.... (c) If the Board of Directors fails or is unable to make the determination called for by paragraph (a) of this Section 3, or if indemnification is denied, in whole or part, because of an adverse finding by the Board of Directors, or because the Board of Directors believes the expenses are unreasonable for which indemnification is requested, such action, inaction or inability of the Board of Directors shall in no way affect the right of the indemnitee to make application therefor in any court having jurisdiction thereof. In such action or proceeding, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the issue shall be whether the indemnitee met the standard of conduct set forth in Section 1 of this Article, or whether the expenses were reasonable, as the case may be (not whether the finding of the Board of Directors with respect thereto was correct). If the judgment or other final adjudication in such action or proceeding establishes that the indemnitee met the standard set forth in Section 1 of this Article, or that the disallowed expenses were reasonable, or to the extent that it does, the Board of Directors shall then find such standard to have been met or the expenses to be reasonable, and shall grant such indemnification, and shall also grant to the indemnitee

• indemnification of the expenses incurred by him in connection with the action or proceeding resulting in the judgment or other final adjudication that such standard of conduct was met, or if pursuant to such court determination such person is entitled to less than the full amount of indemnification denied by the Association, the portion of such expenses proportionate to the amount of such indemnification so awarded. Neither the failure of the Board of Directors to have made timely a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in Section 1 of this Article, nor an actual determination by the Board of Directors that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct, in any suit brought by the indemnitee to enforce a right to indemnification or by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to indemnification, under this Article or otherwise, shall be on the Association.

(d) A finding by the Board of Directors pursuant to this Section 3 that the standard of conduct set forth in Section 1 of this Article has been met shall mean a finding (i) by the Board of Directors acting by a quorum consisting of Directors who are not parties to such proceeding or (ii) if such a quorum is not obtainable, or if obtainable, such a quorum so directs, by the Board of Directors upon the written opinion of independent iegal counsel that indemnification is proper in the circumstances because the applicable standard of conduct has been met, or by the members upon a finding that such standard of conduct has been met.

Section 4. Contractual Article. The rights conferred by this Article are contract rights which shall not be abrogated by any-amendment or repeal of this Article with respect to events occurring prior to such amendment or repeal and shall, to the fullest extent permitted by law, be retroactive to events occurring prior to the adoption of this Article. No amendment of the Not-for-Profit Corporation Law, insofar as it reduces the permissible extent of the right of indemnification of an indemnitee under this Article, shall be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment irrespective of the date of any claim or legal action in respect thereto. This Article shall be binding on any successor to the Association, including any. corporation or other entity which acquires all or substantially all of the Association's assets.

Section 5. Non-exclusivity. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Article. The Association is authorized to enter into agreements, with any such person provided rights to indemnification or advancement of expenses in addition to the provisions therefor in this Article, and the Association's members and its Board of Directors are authorized to adopt, in their discretion, resolutions providing any such person with any such rights. •

Section 6. Insurance. The Association may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under this Article or applicable law.

Section 7. Indemnification of Employees and Agents of the Association. The Association may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and the advancement of expenses to any employee or agent of the Association with the same scope and effect as provided in this Article to Directors and Officers of the Association.

.ARTICLE XIV

AMENDMENTS

The Board shall have the power to adopt, amend or repeal the By-Laws of the Association by a two-thirds (2/3) vote of the entire Board at any meeting of the Board.

ARTICLE XV

CONSTRUCTION AND INTERPRETATION

Section 1. The Association shall have the right to construe and interpret the provisions of these By-Laws and in the absence of an adjudication by a court of competent jurisdiction to the contrary, its construction or interpretation shall be final and binding as to all persons or property benefitted or bound by the provisions hereof.

Section 2. Any conflict in construction or interpretation between the Association and any other person or entity entitled to enforce the provisions hereof shall be resolved in favor of the construction or interpretation of the Association. The Association may adopt and promulgate reasonable Rules and Regulations regarding the administration, interpretation, and enforcement of the provisions of the Declaration and these By-Laws. In so adopting and promulgating such Rules and Regulations, and in making any finding, determination, ruling, or order, or in carrying out any directive contained herein relating to the issuance of permits, authorizations, approvals, rules, or regulations, the Association shall take into consideration the best interests of the Owners and residents of the Property to the end that the Property shall be preserved and maintained as a high quality community.

Section 3. In the case of any conflict between the Certificate of Incorporation of the Association and these By-Laws, the Certificate of Incorporation shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

CERTIFICATION

I, the undersigned, do hereby certify:

THAT I am the duly elected and acting Secretary of Lake Country Village Homeowners Association, Inc., a New York not-for-profit corporation, and

T H A T the foregoing By-Laws of said Association were duly adopted by Unanimous Written Consent of the Board of Directors on the day of , 2001.

IN WITNESS W H E R E O F , I have hereunto subscribed my name and affixed the seal of said Association this day of , 2001.

Ross Galbraith, Secretary

Late Country

A G R E E M E N T O F P U R C H A S E A N D S A L E

THE SELLER: Lake Country Developments LLC PO Box 3066 Plattsburgh, New York 12901-0298 Phone (518) 563-2346 Fax (518) 563-7120 E-Mail; LCD@selecipropertygroup.com

THE BUYER:

Full Name(s): Phone Home: ( )

Office:

Address: „ Fax:

Zip Code E-mail:

Occupation: Buyer's Lawyer: Phone:

Lawyer Address: Fax:

(1) DESCRIPTION AND PRICE. The Buyer offers to purchase from the Seller the property legally described as:

LOT of the LAKE COUNTRY VILLAGE SUBDIVISION with an address

of Maryland Road (the "Property") in the City of Plattsburgh, Clinton County, New York. The Property shall include one single

level dtiplex-slyle townbouse unit, as described in clause 5 herein, for the price of $ (the "Purchase Puce")

payable in lawful money ol the United States as follows:

(a) S (the "Initial Deposit") which is acknowledged as received with this Offer by Cash • Check • shall be placcd in a trust account with Evergreen Bank, N.A.

(b) $ (the "Additional Deposit") shall be due, by way of check payable to

in trust, at the offices of the Seller on or before , and which shall be placed in the trust account referenced above,

(c) $ (the "Balance") by way of cash or certified check on the Closing Date.

The following terms shall apply lo this Agreement of Purchase and Sale of the Property:

(2) DEPOSIT. The Initial Deposit together with the Additional Deposit are hereinafter together referred lo as the "Deposit". If this Offer is not accepted, or if Ihe Seller fails to complete this transaction on the Closing Dale, or any extension thereof as provided in Paragraph 3, the Deposit shall be lelunded forthwith lo Ihe Buyer without further recourse by the Buyer against the Seller. If the Buyer fails to deliver the Additional Deposit by the time specified in Paragraph 1(b), the Seller may, at its option terminate this Agreement, and within a reasonable time thereafter return the Initial Deposit to the Buyer. If this transaction completes, the Deposil will be applied against the Purchase Price. All deposits made by Buyer hereunder shall be received by Seller in trusl lor Buyer to be applied, returned or retained in accordance with Sections 352-e(2)(b) and 352-h of the General Business Law of the State of New York and in accordance with or as provided in this Agreement. All Deposits made by Buyer prior to Closing shall be placed within five (5) business days after this Purchase Agreement is signed by all necessary parties, in an altorney's segregated special escrow account in Evergreen Bank, N.A., 714 Route 3, Plattsburgh, New York 12901, entitled LAKE COUNTRY VILLAGE ESCROW ACCOUNT ("Escrow Account"). Any Deposits in excess of S100,000.00 will not be federally insured. Withdrawals from the Escrow Account shall be made only with the consent of Clute, Clule & Thompson of Plattsburgh, NY ("Escrow Agent"). All Deposits shall be placed in Ihe Escrow Account, with any interest credited to Interest on Lawyers Account ("IOLA") pursuant lo Judiciary Lav; §497. If the Deposit is placed into an interest bearing account, the interest rate to be earned shall be the prevailing rate for such accounts. All Deposits shall be made payable to or endorsed to the order of Lake Count ry V i l lage E s c r o w A c c o u n t . Within ten (10) business days alter lender ol the Deposits submitted with the Purchase Agreement, the Escrow Agent will notify the Buyer that such funds had been deposited into Ihe Escrov; Account and shall provide the Buyer with the account number. If the Buyer does not receive notice of such Deposit within fifteen (15) business days after lender of the Deposil , the Buyer may cancel Ihe Purchase Agreement and rescind this transaction so long as the right to rescind is exercised within ninety (90) days after tender of the Deposit. Rescission may not be afforded where proof satisfactory to the Attorney General of the State of New York is submitted establishing that the escrowed funds were timely deposited and requisite notice was timely mailed to the Buyer in conformity with the Attorney General 's Regulations. The Escrow Agent will hold the Deposit in escrow until otherwise directed in a writing signed by both Seller and Buyer; a determination of the Attorney General pursuant to the Dispute Resolution Procedures contained in the Attorney General's Regulations; or a judgement or order of a Court of competent jurisdiction. Upon transfer of title to the Buyer, all Deposits shall be paid to the Seller.

(3) CLOSING AND POSSESSION, The Balance of the Purchase Price shall be paid and the purchase and sale of the Property shall occui on a dale mutually agreed upon in writing between Seller and Buyer and which date shall be not more than fifteen days after Seller has given w i i l en notice lo the Buyer that construction of the Property is complete and that the Seller is ready to close (the "Closing Date"). The Buyer shall obtain vacant possession of Ihe Property at 12:00 Noon on the day after the Closing Date. On the Closing Date, the Seller shall deliver to the Buyer a Certificate of Occupancy issued by the City of Plattsburgh, evidencing that the Property meets the standards of the City of Plattsburgh applicable to the use of the Property as residential premises. Seller shall also deliver to Buyer on the Closing Date a warranty deed with lien covenant conveying good and marketable title subject to all ihe matters provided in this Agreement. At closing Buyer will pay bank attorneys and recording fees! New York Stale Mortgage Tax, lax and insurance escrow deposits, and any charges lequired by Ihe Buyer's lender from the date of title transfer. Seller wilt pay to record any mortgage releases and lo tile the New York State Gains Tax Affidavit, and the New York State Real Estate Transfer Tax.

Buyers Init ials Buye rs Init ials

WHITE-SELLER | G R E E N - B U Y E R | YELLOW - BUYER'S LAWYER | PINK - BUYER'S LENDER | G O L D - S E L L E R

Page 2 of 3 Rev 7/5/03-1

(4) FINANCING. If the Purchase Price or any part thereof is to be financed by a third party loan, this Purchase Agreement is contingent upon Buyer obtaining a conventional mortgage commitment ("Loan Commitment") for the purchase of the Property in the amount of S (or) percent (DELETE ONE) of the Purchase Price at then prevailing interest rates for an amortized term of not less than 15 years. Buyer will apply for financing within days from Acceptance Date (10 days if blank) and will timely provide any and all credit, employment, financial and other information required by the lender. In the event Buyer is unable to obtain a Loan Commitment on or before

("Loan Commitment Deadline") Buyer shall so notify the Seller in writing, and upon such notice Seller shall lelurn to the Buyer the Deposit and this Agreement shall be deemed cancelled and of no further force and effect. Once the Loan Commitment has been obtained by Buyer from a Lender, or once the Loan Commitment Deadline has passed, Buyer shall have no right to the return ot the Deposit hereunder it the Loan Commitment is subsequently cancelled or this transaction fails to close through no act or negligence attributable to Seller. If Seller is not notified by Buyer as provided herein, it shall be conclusively presumed that the Buyer has secured a Loan Commitment , or will purchase ttie Property without mortgage financing. (5) NEW CONSTRUCTION. The Property, upon completion of construction, will substantially comply with the standard construction specifications, floor plan layout, building elevations, site location and include the appliances, equipment, materials, components and fixtures as specified per Schedule A hereto. The Seller reserves the right to make substitutions to the specified components, materials, equipment and appliances based on availability of supply, provided such substitutions are of similar grade and quality. The Seller shall, at its sole discretion, select all other materials and components needed in the construction of the Property.

(6) BUYER UPGRADES. The Buyer may elect to, at its option, purchase an upgrade package ("Upgrade Package") exclusively offered by the Seller's builder, Lee Custom Homes II, Inc. ("Builder"). An Upgrade Packages purchased by the Buyer may include the substitution of certain standard components and materials specified in Schedule A with upgraded Builder-provided materials and components, in which case the Seller shall not he obligated to provide those standard components and materials being upgraded. The purchase by the Buyer of an Upgrade Package shall constitute a separate agreement between Buyer and Builder, the cost of which shall be settled directly between Buyer and Builder on or before the Closing Dale. No party other than the Builder shall have the right to undertake upgrades to the Property prior to the Closing Date. The Buyer acknowledges that the cost of an Upgrade Package represents only the additional costs of the upgrades over and above the costs of the standard material and components specified in Schedule A and should Buyer elect to purchase an Upgrade Package, Buyer shall still be obligated to pay Seller the Balance of the Purchase Price at the Closing Date.

(7) WARRANTY. THE HOUSING MERCHANT IMPLIED WARRANTY, AS DEFINED IN SECTION 777-A OF THE NEW YORK STATE GENERAL BUSINESS LAW, WILL APPLY TO THIS AGREEMENT. THE SELLER MAKES NO OTHER W A R R A N T I E S , EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, AND A L L SUCH OTHER WARRANTIES ARE EXCLUDED.

THE RESPONSIBILITY OF THE SELLER FOR THE OPERATION OF APPLIANCES, PLUMBING A N D ELECTRICAL FIXTURES DOES NOT EXTEND BEYOND ANY MANUFACTURER 'S WARRANTY.

(8) DECLARATION. Seller has recorded a Declaration of Covenants, Conditions, Easements and Restrictions (the "Declaration"), in the Clinton County Clerk's Office prior to the first conveyance of title to a lot in the Lake Country Village Homeowners Association project. Seller has also recorded First, Second and Third Supplemental Declarations in the Clinton County Clerk's Office. The Declaration provides that every homeowner in the development hat is subject to the Declaration shall become a member of the Lake Country Village Homeowners Association. Inc. (hereinafter called the "Homeowners Association" or the "Association") with all of the rights and duties of membership. The primary purpose of the Association is to provide maintenance for the Common Area, for which the Association will charge a monthly assessment of $153 to each member. The monthly assessment is subject to annual review based on a budget of the anticipated operating costs of the Association, and may increase in the future. The Properly must be used solely and only for a single family residence, as permitted by the zoning ordinance of the City of Piattsburgh, with no commercial or industrial activities being permitted. The use and occupancy of the Property, whether by Buyer, Buyers guests or invitees, tenant or otherwise, shall be subject to, and such persons shall comply with, the Declaration, and the First, Second and Third Supplemental Declarations and any rules, regulations or by-laws enacted pursuant thereto. Buyer acknowledges that this purchase shall be made subject to the aforesaid Declarations.

(9) RISK. Risk of loss by fire and other hazard, including condemnation, shall be assumed by Seller so that in the event of substantial loss or damage. Seller shall have the right to either terminate this Agreement and return Buyer's Deposit or repair and reconstruct the loss or damage in which case this Agreement shall remain in full force and effect. Seller agrees to notify Buyer in writing within ten (10) days of such loss or damage whether or not Seller elects to terminate this Agreement or repair and reconstruct such loss or damage.

(10) ADJUSTMENTS. The following shall be prorated and adjusted between Seller and Buyer as of the Closing Date; (a) Current taxes (and assessments, if any) including County and School taxes on the basis of the fiscal year for which they are assessed; (b) rents, if any; (c) water charges; (d) Homeowners Association monthly charges and special assessments, if any.

(11) TIME. Time shall be strictly of the essence of the receipt by the Seller of any Additional Deposit by the Buyer pursuant to paragraphs 1 and 2 hereof. If the Balance ol the Purchase Price has not been paid in full by the Closing Date, through no fault of the Seller, the Seller shall be entitled at its option to terminate this Agreement, and if so terminated the Deposit will be absolutely forfeited to the Seller as l iquidated damages, without prejudice to the Seller's other remedies.

(12) TITLE MATTERS. Seller shall provide to Buyer or to Buyer's attorney a specimen title insurance report at least ten (10) days prior to transfer of title, The title to the Property when conveyed to Buyer by Seller on the Closing Date will be good and marketable, subject, however, to: (i) The terms, conditions covenants and provisions of Hie Declaration, including amendments thereto, if any; (ii) Zoning and planning regulations and ordinances ot the City of Piattsburgh including amendments and additions, and restrictive covenants, if any, in effect at the date of the delivery of deed to Buyer; (iii) Sewer, water, electric, gas, telephone, and other utility easements and licenses, if any, now or hereafter recorded, including the right to maintain and operate lines, wires, cables, poles, and distribution boxes in, over, under and through the Property and the common areas; (iv) All easements which may affect lire Property or the development, if any, recorded in the Office of the Clerk of Clinton County; (v) Easements for utility purposes granted by Seller after Buyer's closing, which Seller reserves the right to grant, but which shall not lie under the Property; and (vi) The lien of any levied but unbilled School Tax. Any or all ol provisions (i) through (vi) may be left out of the deed to be delivered to Buyer at the closing and transfer of title, but the Property and Buyer's title to and ownership of the Property shall nevertheless be subject to them.

(13) NON-ASSIGNMENT. The Buyer shall not be entitled to assign its interest in this Agreement without the express written consent of the Seller, such consent not to be unreasonably withheld. Notwithstanding any assignment of this Agreement by the Buyer, the original Buyer will remain liable for all of the obligations of the Buyer under this Agreement.

Buyers Init ials Buyers Ini t ia ls

W H I T E - S E L L E R | G R E E N - B U Y E R | YELLOW - BUYER'S LAWYER | PINK - BUYER'S LENDER | G O L D - S E L L E R

Page 3 of 3 Rev 7/5/03-1 (14) CONSTRUCTION. All words in this Agreement may be construed as singular or piural, masculine or feminine, or body corporate, as the context requires. Where there is more than one Buyer, the obligations of the Buyers will be joint and several obligations, In this Agreement any reference (0 a party includes that party's heirs, executors, administrators, successors, and permitted assigns.

(15) WHOLE AGREEMENT. This Agreement constitutes the entire agreement between the Seller and the Buyer. No representations, warranties, statements or promises made by any employee, principal or agent of the Seller other than those contained in this Agreement or otherwise committed to writing and attached hereto shall be binding upon the Seller. This Agreement may not be altered, augmented or amended except in a written instrument signed by both parties.

(16) NOTICES, Any notice, document or communication between the parties hereto shall be in writing and either del ivered by band or sent by registered mail or courier to the Seller or to the Buyer as the case may be at the above addresses. The time of giving such notice, document or communication shall be, if delivered, when delivered, and if mailed, then on the third (3rd) business day after the day of mailing.

(17) CONDITIONS PRECEDENT. Each condition precedent incorporated herein (if any) is lor the sole benefit of the party indicated. Unless each condition precedent is waived or declared to be fulfilled by written notice given by the benefiting party lo the other parly on or before the date specified for each such condition precedent, this Agreement will be terminated and the Deposit returned to the Buyer.

(18) ADDITIONAL CHARGES TO BUYER AT CLOSING. On the Closing Date, in addition to the foregoing, Buyer shall pay S100.00 lo the Homeowners Association as a contribution to working capital.

(19) RECEIPT OF OFFERING PLAN, Buyer acknowledges receipt of the CPS-7 Application to the New York State Attorney General more than 3 business days before signing this Agreement. II Buyer has not received the CPS-7 Application more than 3 business days before the execution ot this Agreement, Ihen this Agreement may be cancelled by Buyer within 7 days after the later of the execution of the Purchase Agreement or Buyer's receipt of the CPS-7 Application. If Buyer lias elected lo rescind, the Buyer must either personally deliver a written notice of recission to Seller with the 7 day period, or mail Ihe notice ol recission to Seller and have such mailing postmarked within the 7 day period.

(20) REDEVELOPMENT OF FORMER AIRFORCE BASE. Buyer acknowledges that the Lake Country Village Subdivision is located within (tie boundaries ol the former Plattsburgh Air Force Base currently being redeveloped by the Plattsburgh Airbase Redevelopment Corporation ("PARC"). Redevelopment plans include commercial, industrial, residential, aviation uses, and possible future use as a public airport. Buyers should contact PARC directly for more information 011 current and potential redevelopment plans. Seller makes no warranty as to the future use of any lands adjacent lo the Properly, and Buyer should make independent inquiry as to the intended and permitted future uses of such adjacent lands.

The Buyer hereby offers to purchase the Property on the above conditions. This offer is open for acceptance until , 200 and upon acceptance by the Seller by signing a copy of this offer there shall be a binding agreement of purchase and sale on the terms and conditions herein contained.

DATED at New York, this day of 200 .

WITNESS BUYER BUYER

The Seller hereby acknowledges receipt of the Initial Deposit and hereby accepts the above offer and agrees to complete the above sale on the

terms and conditions set out above,

DATED the _ _ _ day of 200 (the "Acceptance Date").

LAKE COUNTRY DEVELOPMENTS LLC

By:

W H I T E - S E L L E R | G R E E N - B U Y E R | YELLOW - BUYER'S LAWYER | PINK - BUYER'S LENDER | G O L D - S E L L E R

Record and Return TO:

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C L I N T O N C O U N T Y C L E R I C S O F F I C E

County Clerk's Recording Page

COMPLETE THIS SIDE

- PARTYIIES) OF THE FIRST PART

PARTYMES) OF THE SECOND PART

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PROPERTY LOCATION (NOT MAILING ADDRESS

CITY/TOWN

TAX M A P *

STATE OF NEW YORK COUNTY OF CLINTON

WARNING - THIS SHEET CONSTITUTES THE CLERK'S ENDORSEMENT, REQUIRED BY SECTION 319 OF THE REAL PROPERTY LAW OF THE STATE OF NEW YORK. DO NOT DETACH FROM THIS INSTRUMENT.

JOHNW. ZURLO. CLINTON COUNTY CLERK

/ - „ / [ - , T I M E . STAMP n L ^ v n t C 0 RDED

^ APR 2d

CLE CLE :. J Ohi;

- ,.NTY - Or - ;CE

FOR CLERK'S USE ONLY

DAY S H E E T *

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INDEX I ] As L>

INSTRUMENT

INSTRUMENTS 163135 TRANSFER TAX

R.E.T.T.S

CONSIDERATION d)

R.E.T.T. AMOUNT £ MORTGAGE TAX

MORTGAGE SERIALS

MORTGAGE AMOUNT

BASIC MTG. TAX

SPECIAL ADDITIONAL

ADDITIONAL

TOTAL TAX

I HEREBY CERTIFY THAT I HAVE RECEIVED THE ABOVE IMPOSED TAX PAID AT THE TIME OF RECORDING.

JOHN H. ZURLO, CLINTON COUNTY CLERK

Record and Return to: • Harter, Secrest & Emery, LLP Attn: Chris Flynn, Paralegal 1600 Bausch & Lomb Place Rochester, New York 14604

W A R R A N T Y D E E D

A ^ T H I S I N D E N T U R E is made this 'Ml DAY of April, 2004, between L A K E COUNTRY

VILLAGE HOMEOWNERS ASSOCIATION, INC., a New York Not-for-profit corporation with its office at 3 Kentucky Street, P.O. Box 3066, Plattsburgh, New York 12901 ("Grantor") and LAKE COUNTRY DEVELOPMENTS, L L C , a New York limited liability company with its address at 3 Kentucky Street, P.O. Box 3066, Plattsburgh, New York 12901, ("Grantee").

W I T N E S S E T H , that the Grantor, in consideration of One and 00/100 Dollar ($1.00) paid by the Grantee, hereby grants and releases unto the Grantee, the distributees, successors and assigns of the Grantee forever,

A L L T H A T T R A C T O R P A R C E L O F L A N D situate in the City of Plattsburgh, County of Clinton and State of New York, all as shown on the attached Schedule A.

T H I S C O N V E Y A N C E is made and accepted subject to covenants, easements and restrictions of record, if any, affecting the above described premises.

B E I N G A N D H E R E B Y intending to describe a portion of the premises conveyed to Grantor by deed dated March 1, 2002 and recorded on March 1, 2002 as Instrument No. #140316 in the Clinton County Clerk's Office.

G R A N T O R hereby acknowledges and agrees that, upon completion by the Grantee of the construction of ten (10) housing units and the recording of the individual deed conveyances of said units, Grantor will accept the conveyance of the remaining lands from the Grantee back to the Grantor herein.

Consideration is less than 5100.00 (

TAX ACCOUNT NO.: Part of 221.20-2-1.19 " " PROPERTY ADDRESS: 2.157 Acres, Maryland Road, Plattsburgh, NY 1290k' . TAX MAILING ADDRESS: 3 Kentucky Street, P.O. Box 3066, Plattsburgh,"New York 1290

T O G E T H E R with the appurtenances and all the estate and rights of the Grantor in and to said premises.

T O H A V E A N D T O H O L D the premises herein granted unto the Grantee, the heirs or successors and assigns of the Grantee forever. AND the Grantor covenants as follows:

1. The Grantee shall quietly enjoy the said premises;

2. The Grantor will forever warrant the title to said premises;

This deed is subject to the trust provisions of Section 13 of the Lien Law. The words "Grantor ' and "Grantee" shall be construed to read in the plural whenever the sense of this deed so requires.

I N W I T N E S S W H E R E O F , the Grantor has executed this Deed the day and year first above written.

L A K E C O U N T R Y V I L L A G E H O M E O W N E R S

A S S O C I A T I O N , I N C .

B y : W) iL^, Name: Ross H.J/ Galbraith \ \ Title: Vice President

Acknowledgment by aPerson Outside New York State (RPL § 309-b)

PROVINCE OF BRITISH COLUMBIA ) CITY OF VANCOUVER ) ss.:

) -

O n the day of Apnl, 2004, before me, the undersigned, personally appeared Ross H.J. Galbraith, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the Province of British Columbia.

fiHividual taking acknowledgment)

L / C / L i D Y , '-a

A STEWART ANDREE / / BARRISTER 4 SOUCITOR / /

S50 -1130 WEST PENDER S T R E E T U VANCOUVER. CANADA

V 6 E 4 A 4 , PH: S04-685-8121

FAX: 504-685-8120

S C H E D U L E " A

ALL THAT PIECE OR PARCEL OF LAND, situate on the former Piattsburgh Air Force Base in the City of Piattsburgh, County of Clinton, State o f N e w York, being more particularly described as Lot 1 of Phase II-A of the Maryland Road Subdivision.

The following description is based upon a survey map entitled SUBDIVISION PLAN for the project entitled LAKE COUNTRY VILLAGE PHASE II-A LOT 1 (2.157 ACRE PARCEL) MARYLAND ROAD SUBDIVISION, FORMER PLATTSBURGH AIR FORCE, drawing no. SI , prepared by AES Northeast, PLLC, Scott B. Allen, LS, first dated November 5, 2003, which said map was recorded in the Clinton County Clerk's office on March 30, 2004 as Map #PL-C-161.

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l a k e Country Village

LAKE COUNTRY VILLAGE HOMEOWNERS ASSOCIATION

RULES & REGULATIONS

PETS A N D T H E K E E P I N G O F A N I M A L S

1) The fo l lowing rules app ly to each resident of Lake Country V i l lage, de f ined to inc lude an owner and members of their family, and any gues ts or tenants of the owner o r o ther person ordinari ly resident in the owner ' s home, a n d where a l imi tat ion as to the number or size of an ima l s is speci f ied, then that n u m b e r shal l be the combined total of the an ima ls owned or kept on the p remises by a resident.

2) Each res ident shal l be ent i t led to keep a max imum of two ca ts or two dogs, or a comb ina t ion of one cat and one dog.

3) No dog we igh ing in excess of 45 pounds shall be permit ted. 4) No res ident shal l keep or a l low to be kept Amer ican Pit Bul l Ter r ie rs or

Rot twei lers in their h o m e or on the common areas at any t ime. 5) All cogs mus t be kept on a leash and under the cars and cont ro l of a

respons ib le adul t w h e n in the common areas. 6) D o g a n d cat owners m u s t thoroughly c lean up and d ispose of dog a n d cat _

wastes wh ich are depos i t ed cn their own property, in the c o m m o n a reas or on the proper ty of ano the r resident. Disposal of such w a s t e s m u s t be -

. mace in a sani tary m a n n e r , anc net by depos i f i r i pub l i c t rash receptacles;^ *; or o ther par ts of the c o m m o n areas.

7} Owners of an imals wh i ch create a nuisance which un reasonab ly a f fec ts the qual i ty of life, qu iet en joyment , or safety of other res idents or w h i c h damage the proper ty of ano the r resident or the common a reas shal l be subject to the penal t ies enumera ted in paragraph 3. For the p u r p o s e s of these rules, ; :nuisance" shal l be defined to include: a) menac ing , agg ress i ve or violent behavior towards any p e r s o n or

o ther an imal , inc lud ing the killing cr pursuit of wild a n i m a l s on the c o m m o n areas ;

Revised June 1, 2001

oko Country ago

8)

9)

b) bark ing, howl ing or other persistent and excess ive no ises whether o r ig ina t ing f rom within the resident 's home or ou ts ide the home ort in the c o m m o n areas; i

c) • the d a m a g e or destruction of the property of ano the r resident or of the c o m m o n areas, including lawns, trees, and sh rubs located j t he reon ; |

D isputes a m o n g residents as to the keeping of animals or any al leged violat ion o f - these rules should be settled to the greatest extent possible : directly b e t w e e n the parties. A resident who has an un reso lved complaint concern ing the conduc t of another resident 's animal(s) shou ld set out the] nature of the comp la in t in writing, addressed to the Board of D i rec tors .o f ! the Lake Coun t r y Vi l lage Homeowners Associat ion. _ | Fol lowing a rev iew of the complaint and the reply of the res ident who is j the sub jec t of the compla int , the Board may take any or ail of the following act ions, in any s e q u e n c e it deems appropriate: j a) a wr i t ten no t i ce addressed to the of fending resident , advis ing of the

na ture of the compiaint and setting out the penal t ies for further j J in f rac t ions; ,

b) a f ine lev ied against the offending resident, not to e x c e e d Fifty | Dol lars (S50.Q0) for a first offense, or One Hundred Dol lars j (S100.00) for a second or subsequent offense. Pursuan t to the < Dec la ra t ion of Covenants, Condit ions, Easements and Restrictions', a n y f ine so levied shall constitute a Hen against the proper ty of the j o w n e r rece iv ing the fine; ;

c) an o rder that the animal or animals which are the sub jec t of the comp la in t be conf ined, restrained or otherwise p reven ted from j-c rea t ing a nu isance; I

•d) an o rder that the animal or animals 'which are the sub jec t of the " ! comp ia i n t be permanent ly removed from the. res ident 's home or I f rom the c o m m o n areas, or both, and setting cu t the t ime permit ted; for c o m p l i a n c e ;

e) any o ther order , including the levying of f ines for non-compl iance wi th any o rde r of the Board, which the Board in its d iscret ion deems appropr ia te unde r the circumstances. i

10) The keep ing of an ima l s ether than cccs and cats shall be sub jec t to such | an imals no t c rea t ing a nuisance, and any nuisance so c rea ted may be ' made the sub jec t of a complaint as descf,'oed in these Rules, and the | Board m a y impose the penalt ies set cut in paragraph 7 in rascaci of any , such compla in t . |

11) 'The Boa rd reserves the richt to amend these Rules from t ime to time. |

Revised June 47, 2001

Q When were the units built?

A The units were originally constructed in approximately 1959 by the United States Air Force ("USAF") for use as personnel housing and were extensively renovated and upgraded by the USAF in the early 1990's. The airbase was closed in 1995 and the units have been vacant, but maintained by the USAF, since that time.

Q What is the electric panel capacity in a unit?

A 100 amp electrical panels are currently installed in each unit Any future upgrades to the electric service to a unit would be at the unit owner's cost. In order to comply with New York State electrical code requirements, Seller has installed disconnect breakers on the electrical supply lines to each building, which may limit the amount of electrical power available to the Property. Buyer acknowledges that there is no representation or warranty that any.electrical device or appliance, other than those supplied with the Property, can be added to the Property, and the addition of any electrical device to the Property or the substitution of such a device for one supplied with the Property is at the sole risk of the Buyer and should only be undertaken with the approval of a licensed electrician.

Q What appliances are included with a unit?

A A fridge, stove, dishwasher and disposal are included, which are used appliances and subject to the terms contained in the purchase agreement. Washers and dryers are not included. Utility room size and electric capacity constraints in the two-1 eve I townhouse units dictate the use of stacked washer and natural gas fired dryers only. Duplex villa units accommodate standard side by side electric washers and dryers.

Q Have Certificates of Occupancy been issued for the units?

The City of Piattsburgh will issue occupancy certificates prior to your dosing date.

Q What type of heating system is used in the.units?

A Heating is provided by baseboard hot water heat radiators supplied by a new natural gas fired boiler located in each unit. The domestic hot water heater located in each unit is also new. The duplex villas have gas fired hot water heaters and the two level townhouses have electric hot water heaters.

Q Who is responsible for the roads, sewer and water infrastructure servicing the Lake Country Village Subdivision?

A Through an agreement reached with the City of Piattsburgh (the "City"), the City has assumed ownership and maintenance responsibility for the main roads within the subdivision (Maryland Rd., Massachusetts St &. Maine Rd), sidewalks, main sewer and water lines, fire hydrants and storm sewer systems located within the road easements. The HOA is responsible for the maintenance and repair of Alana Way, Baltimore and Caitlin Way and other paved areas, the water and sewer laterals servicing all buildings, the main sewer and water lines located beneath Alana Way, Baltimore and Caitlin Way and the surface water drainage systems located on the common areas.

Q Will additional phases be added to the Lake Country Village Subdivision?

A Current plans are for one additional phase to be added to include all units that were extensively renovated and upgraded by the USAF in the early 199Q's. Additional information is contained in the Prospectus.

Q Where are the closest major airports?

A Burlington VT (T hr, 20 min), Montreal, Quebec (2 hr)

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Q

A

Q

A

Q

A

Q

A

Q

A

Q

A

Q

A

Are pets allowed?

Yes, subject to the rules and regulations established for pets. A copy of the rules and regulations are available from the sales office. js

Do former military personnel get any preferential right to purchase a unit? ,

Ail units are available for purchase by the general public on a first come, first served basis without preference regarding former military service. i

What is the deposit amount needed to buy a unit? I f

A check for 55,000 payable to the Lake Country Village Escrow Account is required upon signing your purchase agreement '

i

Can I buy a unit conditional upon the sale of my house? j

No. i

What are property tax rates?

Property taxes payable by an owner are dependent upon assessed values and an owners qualifications for several tax exemptions that may be available. For rate and exemption details, contact the Sales Manager, or City Assessor, DebraPeda at (518) 563-7708. ~

Is buyer financing available? 1

The Seller is not providing financing. Lake Country Village does not at this time qualify for VA, FHA or SONYMAE financing. Ask the Sales Manager for further information. I

What school district is Lake Country Village in?

City of Plartsburgh school district

Is mail deiiverv available direalv to mv door?

No. The United States Postal Service has classified lake Country Village as a new subdivision to which door to door delivery is not available. Centralized individual postal boxes will be located in the subdivision for mail delivery. - j-

How can [ find out about other redevelopment plans for the former airoase? - ; - • *

The Plattsburgh Airbase Redevelopment Corp. ("P.ARC")"is redeveloping the former airbase for commercial, industrial, aviation and possible future airport uses. For detailed information pertaining to ongoing and future redevelopment plans, contact PARC directly at 518-561-0232.

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FREQUENTLY ASKED QUESTIONS & ANSWERS

LAKE COUNTRY VILLAGE

May 9, 2002

The information contained herein is provided for informational purposes only based upon frequently asked questions from visitors to the Lake Country Village Sales Center. This information is subject to change and updating from time to time without notice. The information contained herein is for the information of the buyer but does not constitute a representation or warranty on the part of the Seller. The provisions of the Purchase Agreement contain the only representations or warranty on the part of the Seller.

Q What is the role of the homeowners association?

A Each owner automatically becomes a member of the Lake Country Village Homeowner's Association, Inc. (the "HOA"). The main purpose of the HOA is to provide for the maintenance of the common areas which includes all landscaped, paved and other areas within the subdivision and located outside of the Lots (excluding roadways and sidewalks owned and maintained by the City of Plattsburgh). The HOA also maintains hazard insurance on the building structures and liability insurance for the common areas, -provides for the maintenance and repair of the roofs, fences and building exteriors, provides snow removal for city sidewalks and the private roadways, driveways and sidewalks, pays for water and sewer services to the Lots and accumulates reserve funds for roofing and other periodic replacements. The monthly HOA assessment is SI46 per unit, subject to annual changes to the HOA operating budget. The HOA can also establish by-laws and rules and regulations from time to time as deemed required. Additional detailed information pertaining to the HOA is contained in the Declaration of Covenants, Conditions, Easements and Restrictions (the "Declaration")and the HOA Budget, both of which are included in the Prospectus.

Q. Is Lake Country Village a retirement community?

A. Lake Country Village has no age restrictions, however it is anticipated that a large portion of the future owners will be retirees.

Q. Is Lake Country Village a gated community?

A. Lake Country Village is not a gated community and the main roads within the subdivision are City of Plattsburgh public roads. The staffed gatehouse is not an amenity of Lake Country Village and is " scheduled to be removed or relocated in the near future.

Q. Are there any recreational amenities?

A. Other than the landscaped areas, there are no recreational amenities in Phase land 2 of Lake Country Village.

Q Do I own the land under my unit?

A Ownership of a unit includes the land on which the unit is situated (the "Lot"). The Lot boundary extends to the outside edge of the roofline and between units to the interior halfway point of the party wail and also includes the fenced backyard areas. For mere detailed information, refer to the survey plan contained in the Declaration. Owners are responsible for the repair and maintenance of their unit including all mechanical, electrical and plumbing components serving their unit exclusively, excepting the roofs, fences and building exteriors which are maintained by the HOA.

Q

A

Q

A

Q

A

Q

A

Q

A

Q A

Q A

Q A

Who maintains my fenced backyard area?

Each owner is responsible for the maintenance and upkeep of their fenced backyard area in accordance with the provisions of the Declaration. |

Can I remove or add trees, shrubs or other plants to my fenced backyard area?

Yes, subject to restrictions contained in the Declaration

What insurance do I need?

The HOA insurance policy provides insurance for the building structures and liability insurance for the common areas only. Building structure replacement values are based upon quality of materials to the standard of the Lot on closing date. If an owner makes any improvements to their Lot> they should ensure that their own personal insurancepolicy covers those improvements as the HOA insurance policy, will not cover homeowner improvements. Owners are responsible for insuring their own contents and obtaining liability coverage for their Lot

Can I rent out my unit?

No rentals are permitted during the first two years of ownership. Refer to the Declaration for further details. Other usage restrictions are contained in the Declaration. . -

What services are my responsibility? j

Owners must arrange for and pay their own natural gas, electricity, telephone, cable television and garbage pickup services. Sewer and water services are provided by the City of Piattsburgh and paid by the HOA. Service providers are as follows: '

i Natural gas: New York State Electric & Gas (NYSEG) 1 -800-572-1111 Electricity: Piattsburgh Municipal Lighting Dept. (PMLD) (518) 563-7704 Cable TV: Charter Communications 1-800-285-8545 Telephone: Primelink (51S) 563-5465

Verizon (518) 890-7100 DSL Internet Primelink or Verizon Garbage Pickup: City of Piattsburgh (518) 563-7704

Northern Sanitation (518) 561 -7021 Gowetris (518) 561-3710

Can I install a satellite dish?

There are no rules preventing the installation of a satellite dish, provided that it must be the miniature type and the placement of which must be approved by the HOA. " * j'

Can 1 install an air conditioner or hot tub? I

Tnere are no rules preventing the installation air conditioning or hot tubs provided that a sketch of the proposed installation is provided to and approved by the HOA. Such installations would be subject) to electric capacity constraints, and must be in accordance with code and with the proper permits being obtained. I

Can 1 install bathroom vents?

Yes, provided the installation is done professionally, in accordance with current codes, required permits are obtained and that the exterior vent is approved by the HOA.

WHEREAS, any additional property to be developed and to be part of the Association must be made by the Declarant filing in the Clinton County Clerk's Office a Supplemental Declaration with respect to the additional property which will extend the scheme of the Declaration to such additional property; and

WHEREAS, the Declarant wishes to subject and to dedicate property which shall bs known as Phase II and which is described on Exhibit "B" attached hereto (the "Additional Property") to the scheme of the Declaration which preserves the values and the amenities in the Association and which will bring the Additional Property under the scheme of the Declaration; and

i

WHEREAS, the Declarant also wishes to amend the Declaration to-provide for. a reciprocal cross-easement among and between those owners of units in Phase II of the Association (Phase II is described on Exhibit "B" attached hereto and is the "Additional Property")); and

>

WHEREAS, this cross-easement is for the continued reciprocal right of unit owners to use a storage shed which is part of their unit but which lies on the adjacent owner's property; and

WHEREAS, the Declarant wishes to continue to provide for the preservation of the values and the amenities in the Asscciation community.

Now, THEREFORE, the Declarant hereby declares that all of the Additional Property described ^on Exhibit "B" attached hereto shall be heid, sold, conveyed and occupied subject to the covenants, conditions, easements and restrictions which are set forth in the Declaration which are for the purpose of protecting the va lue and desirability of and which shall run with the Property, and the Additional Property, and which shall be binding on all .parties having any right, title or interest in the Property, Additional

Property, or any part thereof, their heirs, successors and assigns, and which shall to the benefit of each owner thereof. I

inure

1. The capitalized terms described herein shall have the meanings attributed to them as set forth in this First Supplement, and if not set forth in this, First Supplement, they shall have the meanings described to them as set'forth

i in the Declaration. >

i

i (

2. The Declarant, by the filing of this First Supplement, brings within the Association the Additional Property described on Exhibit "B" attached

• hereto. The Additional Property shall be bound by and shall receive all of -the benefits of those covenants, conditions, easements and restrictions as set forth in the Declaration.

i 3. There shall be added to Article HI of the Declaration a new Section 3 as

follows: | i I

Section 3. Storage Shed Cross Easement. A Storage Shed Cress Easement is hereby granted to those Owners of units in the Lake Country Village Homeowners Association for that Owner's, its successors and assigns, exclusive right to use the storage shed located on the adjacent unit owner's property, but which is appurtenant to and part of the Owner's property. Each Owner shall have the right to access the storage shed and

• to use the storage shed located on the adjacent owner's property subject to the following terms, covenants., stipulations and conditions: /

1 Each Owner snail comply with ail applicable laws, ordinances, rules and regulations with respect to their use of the storage shed. Each Owner shall be responsible for any and all costs associated with damage to the adjacent Owner's property caused by the Owner, or

its respective officers, employees, agents, contractors, subcontractors, invitees or l icensees. An Owner shall promptly restore the adjacent Owner's property and any other property of the adjacent Owner that may be damaged or disturbed by the Owner's use of the storage shed.

2. An Owner shall not permit any claim, lien or other encumbrance arising from.that Owner's use of the storage shed to accrue against or attach to the adjacent Owner's property and an Owner shall promptly bond and discharge any lien or notice of any lien that may be so filed against the adjacent Owner's property,

3. Each Owner agrees that it shall not permit any hazardous materials to be brought, used, maintained, discharged, deposited, released, or stored in the storage shed upon the adjacent Owner's properly. For purposes of this Agreement, "Hazardous Materials" includes any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinatsti bipnenyls. petroleum and petroleum products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances or waste or related materials, as defined in the Comprehensive Environmental Response, Compensation and-Liability Act of 1Q6C, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (4S U.S.C. Sections 1801. et seq.). the Resource Conservation and Recovery Act. as amended (42 U.S.C. Sections 6901, et sea.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, et seq.), Articles 15 and 27 of the New York State Environmental Conservation Law or any other applicable environmental law or the regulations promulgated under any of the foregoing.

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4. An Owner, its employees, agents, contractors, invitees and licensees shall have the right to enter the storage shed appurtenant to that Owner's unit but which is on the adjacent Owner's property whenever necessary for the exercise of the rights and privileges granted hereunder. '

5. Each Owner shall each indemnify, defend, and hold the adjacent Owner, its employees and agents, harmless from all liability, damages, claims, suits, and actions (including reasonable attorney's fees) arising out of the Owner's exercise of any of the"

t rights granted pursuant to this easement.

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6. The burdens and the benefits of this easement contained herein and the rights granted hereby shall run with the Additional Property and shal! be binding upon and shail inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

i

Section 2 of Article iV of the Declaration is hereby modified and amended

as follows: ^ !

I Section 2. Voting Rights. The Class 3 membership shall cease and shail be converted to Class A membership on January T, 2004, or when ail o r * the lots within the Association have closed and record title is transferred.

i whichever is earlier, unless this date has been extended because the Declarant has brought within the Association Additional Property as set forth in Article X of the Declaration. Prior tc such date, as it may be extended, Class A members shall continue to have no right to vote for membership on the Board of Directors. i

IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has hereunto set its hand and seal this I ^ o f / I W , ^ , 2002.

STATE OF N E W YORK) COUNTY OF CLINTON) ss:

On this day of in the year 2002, before me, the undersigned, a Notary Public in and for said State, personally appeared G. BRENT TYNAN, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he -executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. :

Notary Public

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Q u i * * * * * * * * * C3-.nl-> term S—1 30

SCHEDULE A . P O O R Q U A L I T Y O R I G I N A L

PHASE I LEGAL DESCRIPTION

ALL THAT CERTAIN PIECE OR PARCEL OF LAND being part of the former Piattsburgh Air Force Base located both in the City of Pittsburgh and the Town of Piattsburgh, County of Clinton, State of New York, being more particularly described as follows:

UNITS 6001, 6002, 6005, 6006, 60008, 6010,6010, 6012, 6014, 6016, 6017, 6201, 6204, 6205, 6208,6209 6212, 6213, 6216, 6217, 6220, 6221, 6224,6225, 6228, 6229, 6232, 6233, 6236, 6237, 6241,6300, 6301, 6304, 6305 of the Lake Country Planned Unit Development as shown on a survey map entitled "Lake Country Village Planned Unit Development, Former Piattsburgh Air Force Base Housing Redevelopment Project, Phase I Plan", prepared by AES Northeast PLLC, Scott B. Allen," LS, dated March 27. 2000, Job £2466 filed in the Office of the Clinton County Clerk as Map No. PL-B-127. . .

Together with all rights contained and set forth in Declaration of Protective Covenants, Conditions, Restrictions, Easements, Charges and Liens (The Lake Country Village Declaration) dated May 2000 and to be recorded concurrently herewith.

The land area on which the units are located on is described as follows:

. ALL TEAT CERTAIN'PTECE OR PARCEL OF LAND being part of the former Piattsburgh Aif Force Base located both in the City of Piattsburgh and the Town of Piattsburgh. County of Clinton. Stare of New York, being more particularly described as follows:

Beginning at a point in the westerly bounds of U.S. Avenue which point is the northeasterly corner of lands now or formerly of Agway Petroleum Corporation by virtue of a deed dated February 7, 1986 and recorded in the Clinton County Clerk's Office on March 13, 1986 in Deed Volume 660 at page 317;

Thence South 85° 55' 02" West along the northerly bounds of said lands of Agwav 300.74 feet to the northwesterly corner of lands of said Agwav; thence South OS® 05' 55" East along the westerly bounds of lands of said Agway 171.43 feet to a point; thence in a general westerly direction through the lands of the former Piattsburgh Air Force Base the following seven (7) courses and distances:

(1) South S2® 42' 49" West. 222.07 feet to a point;

(2) South S7C 54' 37" West. 79.97 feet to a point;

(3) North 78° 20' 49" West. 154.97 feet to a point:

(4) North 77" 42' 01" West, 126.16 feet to a point which lies 33 fee: distant westerly from the corner line of.Maine Road;

(5) Northerly along a curve convex to the East, parallel with and 33 rest distant westerly from the center line ofMaine Road, having a radius of 709.3 7 feet, an arc distance of 54.48 feet to a point:

. ;(6) North.77° 14' 10" West, 253.36 feet; !! if

(7) South S6* 06' 31" West, 7S.14 feet to a point which lies 50 feet distant easterly from the [ j centerline of New York Road;

t Thcnce in a general northerly direction along a series of lines parallel with and 50 feet distant easterly of the centerline of New York Road the following three (3) courses and distances: j

(1) Northerly along a curve convex to the east having a radius of 1,812.20 feet, an arc distance of 241.43 feet; I

(2) North 11° 31' 31" West, 43.83 feet; |

(3) North 11° 25' 12" West, 297.90 feet; j "i

Thence in a general easterly direction through ihe lands of the former Plattsburgh Air Force Base the following six (6) courses and distances: j

! (1) North 78* 34* 48" East. 371.60 feet; j

f (2) North 50* 43' 04" East, 219.94 feet;

i (3) North 69° 24' 37" East, 131.36 feet;

(4) North 86° 09' 51" East, 124.62 feet;1 . -(

(5) South 77° 10' 59" East. 254.35 feet; i. i

(6) North S2° 13' 05" East, 136.60 feet to a point in the westerly bounds of U.S. Avenue; j i

Thence South 07" 46' 55" East along the westerly bounds of U.S. Avenue, 755.47 feet to the j_ point or place of beginning.

Schedule B

Legal Description Phase U Perimeter Boundary

ALL THAT CERTAIN PIECE OR PARCEL OF LAND situate on the former Plattsburgh Air Force Base in the City of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows: (The following descrioticn is based upon a survey map entitled PHASE II SUBDIVISION PLAN for the project named, LAKE COUNTRY VILLAGE PLANNED UNIT DEVELOPMENT, FORMER PLATTSBURGH AIR FORCE BASE HOUSING REDEVELOPMENT PROJECT, prepared by AES Northeast, PLLC, Scott 8. Allen, LS, drawing no. S1 dated a/27/2001 filed in the Clinton County Clerk's Office on February 20, 2002 as Map # PL-8 -227).

BEGINNING AT the intersection of the southerly boundary of North Dakota Avenue and the easterly boundary of New York Road which point is further defined as laying 33 feet southerly of the center line of North Dakota Avenue, and 50 feet easterly of the center line of New York Road;

Thence in a general northerfy direction along a curve convex to the east, having a radius of 1,312.20 feet and a chord direction of North 07a 14*13" East, an arc distance of 703.94 feet to a point, which point is also the southwesterly corner of Phase I of the Lake Country Village Planned Unit Development;

Thence turning and running in a general aasterly direction along the genera,1 southerly boundary cf said Phase I and the northerly boundary of the parcel of land being described herein, the following courses and distances:

1. North S6J06'31" East 73.41 feet to a point;

2. South 77* 14*10" East 253,36 feet to a point in the westerly bounds of Maine Road, which said bounds lies 33 feet westerly from the centerline of Maine Road;

3. Southerly along the westerly bounds of said Maine Road along a curve convex to the east having a radius of 709.37 feet, and a chord direction of South 10*06'04" " West, an arc distance of 54.48 feet; . -

4. South 77*42*01" East 126.15 feet to a point;

5. South 7S°20'49" East 154.97 feet to a po int ; '

6.' North 87°54 '37 ! 'East 79.97 feet to a point;

7. North 82a42'49* East 221.93 feet to a point in the easterly boundary line of the former Plattsburgh Air Force Base:

Thence South 8*05*54* East along said easterly boundary of the former Piattsburgh Air C Force Base a distance of 601.03 feet to the point of beginning of a curve convex to the r east, having a radius of 776.31 feet; j:

Thence southerly along said curve an arc distance of 408.99 feet to the beginning of a j non tangent curve having a radius of 414.08 feet and a chord direction of South 27*38'25" West;

Thence southwesterly along said curve an arc distance of 80.27 feet to a point;

Thence South 33*11'36" West, still along the easterly boundary of the former Piattsburgh Air Force Base 72.81 feet to the southeasterly comer of the parcel of (and being j. described herein;

Thence in a general westerly direction along the southerly bounds of the parcel of land being described herein, the following courses and distances:

_ !

1. North 53*11,52" West 267.17 feet to a point | I

2. North 55*01'05" West 352.91 feet to a point - " i I

3. South 56340'2CT West 60.01 feet to a point J

4. North 33*19*58" West 119.75 feet to a point j

5. North 56*40'39" East 60.02 fes t to a paint

6. Norm 53cGr54" West 164,45 feet to a point 7. North 66304'02" West 76.36 feet to a point in the easterly boundary of Maine

Road, which boundary is defined as being 33 feet from the csnterline of Maine Road; 1

Thence southerly along said easterly boundary of Maine Road, along a cur /a convex to ! the west having a radius of 317.00 feet and a chord direction of South 17321'43" West, an arc distance of 72.71 feet;

Thence north 73'544,02" West 151.34 feet to the point or place of beginning.

Containing herein 19.400 acres of land more or less.

M a y z r ; 2001

Sta te o f N e w York D e p a r t m e n t of L a w 120 B r o a d w a y N e w York , NY 10271

Re: Lake Country V i l lage H o m e o w n e r s Assoc ia t ion, Inc. City of Plat tsburgh, C l in ton Coun ty , N e w York

T o W h o m It May Concern :

W e are the Sponsor and the principals of the Sponsor o f t he H o m e o w n e r s Assoc ia t ion for the capt ioned proper ty .

W e understand that w e h a v e pr imary responsibil i ty for comp l i ance wi th .'the prov is ions of Art icle 23-A of the Gene ra l Business Law, the regulat ions p romu lga ted by the Depar tmen t of Law in Part 22, a n d such other laws and regulations as may be appl icable, inc luding the application pursuant to CPS-7 . ,

W e have read the entire C P S - 7 appl icat ion, including Sponsor 's aff idavit . W e have invest igated the facts set forth in the appl icat ion and the underlying facts.

W e have exercised due d i l igence to fo rm a basis for this cert i f ication. W e joint ly and several ly certify that the appl icat ion g ives full d isc losure as to the ameni t ies inc luded in the H O A and compl ies with the A t to rney Genera l 's requirements for grant ing a CPS-7 appl icat ion.

W e certify that we shail correct any def ic iencies in the original submiss ion b rough t to our at tent ion by the Department, serve,.such-1 revisions on all .purchasers , a n d offer resc iss ion to such purchasers if requi red by the Department of Law.

Th is certif ication is made under penal ty of per jury for the benef i t of ail pe rsons to w h o m this offer is made.

W e understand that violat ions are subject to the civil and cr iminal penal t ies of the Genera l Bus iness Law and Penal Law."

State of New York Department of Law Page 2

Sworn to before m e day of May _

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th is 2001 . g a « S r |

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Sworn to before m e this day of May , 2001 .

to

L A K E C O U N T R Y DEVELOPMENTS L L C

By: , President

T E R R A M A N A G E M E N T , INC.

By:

Sworn t o before m e this day of May , 2001 .

Q U A D R A HOLDINGS, INC.

Sworn to before m e this day of May , 2 0 0 1 . o

1 ?

Z O P

( j j Cuxr^^, w 2. « n r-'

Sworn to before m e this day of May , 2001.

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By:

S O U T H HORIZONS D E V E L O P M E N T , LLC.

Sworn to before m e this day of May , 2001 .

R o s s H . J . G A L S R A I T H

Sworn to before m e this day of May , 2001 .

AL ISTA IR J . G A L B R A I T H

State of New York Department of Law Page 2

Sworn to before m e this day of May 2001 .

rj Jo , . > A L E X C H E U N G

LYNN M.WARREN Notary Public, State of NewrYMc

No. 4949180 Qualified in Clinton County -

Commission Expires April 3 r20iL?

State of New York Department of Law Page 2

. P O O R Q U A L I T Y O R I G I N A L

Sworn to before th is 2 day of May. / f 3 D 0 1 .

A L L A K E C O U N T R Y D E V E L O P M E N T S L L C

By:

Sworn to before m e th is day of May A 2001

Sworn to before me this 2 d a y o f M a y , 2 Q 0 1 . '

T -,1 ^ 4 -C

Sworn to before m e thisfy day of May , 2001 . .

y.

Sworn to before m e this _ day of May , 2001 . r

G. Brent Tynan, President

T E R R A M A N A G E M E N T , INC.

By:

Q U A D R A H O L D I N G S , INC.

j By:

SOUTH HORIZONS D E V E L O P M E N T , LLC.

Bv:

i i ^

Sworn to before me this ' day of May / f ^ 0 0 1 . \

U i

Sworn to before me this day of May , 2001.

G . B R E N T T Y N A N

VJ

r

I R o s s H . J . GALBRAITH

/ y U d c i A I ^ / A I R J . G A L B R A I T H

State of New York Department of Law Page 2

Sworn to before m e this day o f May , 2 0 0 1 .

A L E X C H E U N G

S P O N S O R ' S AFFIDAVIT

S T A T E OF N E W Y O R K ) C O U N T Y OF C L I N T O N ) SS:

R e : L A K E C O U N T R Y V I L L A G E H O M E O W N E R S A S S O C I A T I O N . INC. (NAME OF DEVELOPMENT) '

C I T Y OF P L A T T S B U R G H (FULL ADDRESS OF DEVELOPMENT)

C U N T O N C O U N T Y , N E W Y O R K

T h e unders igned, b e i n g du ly s w o r n deposes and says:

1. W e are the S p o n s o r a n d the principals of the S p o n s o r • of (Office or Deponent)

Lake Country D e v e l o p m e n t s L L C . a New York l imi ted liabil ity c o m p a n y w i th a n of f ice at ' (Name cr corpora t ion ; (junsaicnon)

10 Man/ land Road. P ia t tsburgh. N e w York 12903 ( the "Sponsor'1). (Address;

2. T h e n a m e s of the other off icers/directors or pr inc ipa ls of the sponsor ing l imited liability c o m p a n y w h o jo in in this appl icat ion are as fo l lows: L a k e Count ry Deve lopmen ts L L C is a N e w Y o r k l imi ted liabil ity c o m p a n y w h o s e m e m b e r s are: (1) T a r a M a n a g e m e n t , Inc., a N e v a d a corpora t ion w h o s e so le o f f i cer a n d sha reho lde r is Ross H. J. Ga ib ra i th : (2) Q u a d r a Hold ings. Inc., a N e v a d a c o r p o r a t i o n w h o s e sofe sha reho lde r a n d d i rec to r is A l is ta i r J. Gaibrai th; and (3) S o u t h H o r i z o n s Deve lopmen t . LLC, a Nevada limited? l iabi l i ty c o m p a n y w h o s e m e m b e r s are G. .Brent T y n a n a n d Alex C h e u n g . T h e a d d r e s s e s for e a c h of the enti t ies is as fe l lows:

(1) Te r ra M a n a g e m e n t , Inc., # 5 4 5 - 1130 W e s t Render.St . ' V a n c o u v e r , B .C . (Canada* (2) Q u a d r a Ho ld ings , Inc., # 5 4 5 - 1130 W e s t Pender S t ' V a n c o u v e r , * B.C. C a n a d a ' (3) Sou th Ho r i zons D e v e l o p m e n t . LLC. , 1137 Eden Isie Blvd. AIE #2 . St. Pe te rsbu rg , FL

3 3 7 0 4

T h e a d d r e s s e s for t he i nd i v i dua l s a re as fol lows:

(1) G. Brent T y n a n / 1 1 9 7 E d e n Isle Blvd. NE #2, S t Pe te rsburg , FL 3 3 7 0 4 (2) R o s s H. J. Ga ib ra i t h , 3 4 6 5 W e s t 15?* Ave., Vancouve r , B.C. C a n a d a (3) A l is ta i r J. Ga ib ra i th , 2 0 5 6 N a n t o n St., Vancouver , B.C. C a n a d a (4) A lex Cheung , 1 1 9 7 E d e n Is le Blvd. NE #2, S t Pe te rsburg , F L 3 3 7 0 4

3. T h e S p o n s o r is the o w n e r of the above cap t ioned proper ty . A t t a c h e d here to is a current copy of the tit le report ind icat ing Sponsor as the present o w n e r of the property .

4. T h e property wh i ch is to be cooperat ively o w n e d o r main ta ined by the homeowners associat ion ( "HOA") to be establ ished consists of p r i va te cui-de-sacs and dr iveways and lawn areas outs ide the foundation wal ls of the Uni ts a n d outs ide the private fenced back yards appur tenant to each Lot. The property w h i c h is t he subject of this CPS-7 appl icat ion, consists of hous ing units which h a d former ly b e e n used by the United States Ai r Force for Air Force hous ing at the Plattsburgh, New Y o r k A i r Force Base. The condit ion of the property is excel lent and all of the uni ts which a re sub jec t to this CPS-7 appl icat ion will have been rehabi l i tated with new carpet ing, paint, a n d o ther amenities to make them attract ive to prospect ive purchasers. j

There are no lawsuits, administrat ive proceedings, l i t igation or other proceedings the ou tcome o f wh i ch wou ld materially affect the Of fer ing, the property or Sponsor 's capaci ty to per form ail of its obligations to the H o m e o w n e r s Associat ion or the operat ion of the Homeowners Associat ion. |

• i

All of the dr iveways wh ich provide access to the units, a n d the one cul-de-sac and park ing area between Bui ld ing 6216 and Bui ld ing 6220, wi l l be owned j by the Homeowners Associat ion. i " _

There is a single park ing area located in this Phase I o f the project between Building 6216 and Bui lding 6220. This is a general park ing area a n d is avai lable for all homeowners in the Assoc iat ion a n d their guests.

The wa lkways wh ich lie outside the individual units wil i be maintained! by the Associat ion. |

5. This deve lopment and the amenit ies conta ined in the property j to be cooperat ively owned or main ta ined by the HOA compl ies with tr ie At torney General's requirements for CPS-7 t reatment . This deve lopment compl ies wi th the Attorney General 's requi rements for C P S - 7 t reatment because the project on iy requires that the Associat ion mainta in landscaped areas, dr iveways and the s ing le cul-de-sac. j This Homeowners Assoc iat ion is l imi ted to individual homes which are d e e d e d in fee-Simple, and the ameni t ies to the Assoc ia t ion are limited to open space,. pr ivate dr iveways "and parking spaces, private wa lkways , and perhaps in iater phases, ve ry minor recreational facilities, such as p laygrounds or tennis courts which require no or m in ima l maintenance. There-are no such recreat ional faci l i t ies in this Phase I of the project. !

i

Al though this project does qualify for CPS-7 t reatment , there are | majcr expenses wh ich are l isted in Schedu le "A" to this appl icat ion. Schedu le "A" recites the budget for the first year of operat ion of the Association. There is an ant ic ipated significant cost for water and sewer charges, landscape main tenance and snow removal, and reserves, part icularly for roof rep lacement . A prospect ive purchaser 's at tent ion is directed to the budget l isted in Schedu le : 'A". T h e Associat ion wil i be responsib le for replacing thd roofs when necessary. A roof reserve has been establ ished and is set forth in the budget to which specif ic reference is made. The calculation of the reserve is based on an 'estimated remain ing life of the exist ing shingles cf twelve (12) years. T h e Associat ion will be responsib le for mainta in ing the roofs and for replacing the root's w h e n necessary . :

. ? .

6. T h e n u m b e r o f h o m e s or lots being offered in con junc t i on w i th membership in the H O A is one h u n d r e d s ix (106), and the assessment per lot wi l l be approximately $150.00 per month.

7. T h e Sponso r wi l l comply with the escrow a n d t rus t f und provisions of GBL Sect ion 352-e(2-b) a n d Sect ion 352-h and of the regulat ions a d o p t e d by the Attorney General in Part 22, a n d wi l l ho ld down payments for the pu rchase o f the property in trust for the benef i t of the pu rchasers . Such funds wil l not be c o m m i n g l e d wi th the moneys of the of feror(s) unti l ac tua l ly emp loyed in connect ion wi th the consummat i on of the transact ion.

8. T h e Sponso r wi l l p rov ide to each offeree the fo l lowing in format ion:

(a) a s ta tement that the purchase price of the h c m e ( s ) o r lot(s) includes the cost o f -membersh ip , if any, in the HGA;

(b) if appl icable, a copy of any mortgage 'or g round l e a s e that will, remain on H O A proper ty af ter transfer to the Associat ion;

(c) if appl icable, a copy of any contract be tween the S p o n s o r and the HOA;

(d) if appl icab le , a copy of the proposed deed of H O A property from the Sponso r to the HOA;

(e) if appl icable, a copy of the recorded deed to the H O A property by which the Sponso r der i ved title or a copy of the contract o f sale between the owner a n d the Sponsor if the Sponsor is the cont rac t vendee ;

(f) if appl icable, the est imated monthly or annua l a s s e s s m e n t and the p roposed budge t prepared in compl iance wi th the requ i rements set forth in 13 N Y C R R Sect ion 22.3(g) including back-up documen ta t i on for ail budget i tems assoc ia ted with maintenance of the c o m m o n amenities. If the pro ject is built in phases, co in a budget for t he initial phase and a budget for al l phases should be submitted. A s an a l te rnat ive to including back-up documenta t ion , a7certification of the adequacy o f the budget in -conformi ty w i th the requirements set forth in 13 N Y C R R Sect ion 22.4(d), m a y be prov ided.

(g) d isc losure o f the escrow account as requi red by Sect ion 22.3(k)(2) inc lud ing the f o rm for dispute resolution prov ided by t h e At to rney General;

' a n d .

(h) such other in format ion as the Department of L a w m a y require to be p resen ted to e a c h offeree.

9. T h e Sponso r a g r e e s to furnish to each of feree a c o m p l e t e copy of the appl icat ion for C P S - 7 t rea tment and a copy of the letter grant ing s u c h t rea tment prior to accept ing any d o w n paymen t . If the letter granting such t reatment has not yet issued, the

- 3 -

Sponsor agrees to furnish a copy of such letter to ali purchasers w i th in ten (10) days of its issuance. }

10. The use for which the unit(s) and property are being of fered wil i comply wi th the property 's certif icate of occupancy, zoning, bui lding and hous ing laws, rules and regulat ions.

11. (a) The roads, o the r t han pr ivate cul-de-sacs and d r i veways serv ing the units, have been dedicated to t he City of Plattsburgh, as the HOA wi l l not o w n the roads. T h e City wil l service and main ta in the roads and the Sponsor will const ruc t the roads in compl iance with ail City requ i rements for publ ic roads. !

At tached hereto are: I i

I

(a) A copy of the d e e d into the Sponsor for the lands be ing deve loped-i

. i

(b) Certification by Sponso r a n d Sponsor 's principals;

(c) A copy of the Dec lara t ion of Covenants, Easements, Condi t ions a * d Restrictions, w h i c h establ ishes the obligations of the h o m e or lot owners with respect to c o m m o n l y o w n e d or maintained property, if appl icable.

(d) A check in the amoun t required by G8L Sect ion 352-e(7)(a) i made payable to the N e w York State Department of Law. t

(e) A Broker-Deafer S ta tement (Form M-10) for the of ferors accompan ied by a check in the a m o u n t requ i red by GBL Section 359-e(5). |

(f) A statistical in format ion card avai lable from the Depar tment of Law.!

S w o r n to b e f o r e m e this LAKE COUNTRY DEVELOPMENTS L L C day of _ j r \ , 2002.

/

• J L ^ hr\. —^ By: Notarv Pnhl i r lYNiTM. WARREN n ~ R R A v i N o r a r y r u D i i c N p u b | j C t S t a [ e Q . N S W Y O R K B R E N

No. 4949130 Qualified in Cl inton County

Commission Expires Apri i 3, 2Q_£j S w o r n to be fo re m e tnis TERRA MANAGEMENT, INC. day of. , 2002.

! By: _

S w o r n to be fo re m e this QUADRA HOLDINGS, INC. day of , 2002.

Sponsor agrees to furnish a copy of such letter to all purchasers within ten (10) days of its issuance.

10. The use for which the unit(s) and property are being offered will comply with the property's certificate of occupancy, zoning, buifdmg and housing laws, rules and regulations.

11. (a) The roads, other than private cul-de-sacs and driveways serving the units, have been dedicated to the City of Piattsburgh, as the HOA will not own the roads. The City will service and maintain the roads and the Sponscr will construct the roads in compliance with all City requirements for public roads.

Attached hereto are:

(a) A copy of the deed into the Sponsor for the lands being developed;

Certification by Sponsor and Sponsor's prindpals:-(b)

(c)

(<0

A copy of the Declaration of Covenants, Easements, Conditions anch Restrictions, which establishes the obligations of the home or lot owners with respect to commonly owned or maintained property, if applicable.

A check in the amount required by G3L Section 352-e(7)(a) mads payable to the New York State Department of Law.

(e) A Broker-Dealer Statement (Form ft/I-10) for the offerors accompanied by a check in the amount required by GSL Section 359-e(5).

(f) A statistical information card available f rom the Department of L3w.

Sworn to before me this day of , 2002.

LAKE COUNTRY DEVELOPMENTS L L C

Notary Pubiic By:

G . B R E N T TYNAN, PRESIDENT

Sworn to before me this _ f day of ^ W j ' 2002.

* . T^ Sworn to beforertfe this day of , 2002.

TERRA MANAGEMENT,NNC.

By: W W M i i V

QUADRA HOLDINGS^JNC.

By: f t / ^ y j ^ ^ I

Sworn to before me this J f day of , 2002 .

SOUTH HORIZONS DEVELOPMENT, LLC.

AL

T LUc

LYNN. M.WARREN Notary Public, State of New York

No. 4949180 Qualified in Clinton CourttjyU-i

Commission Expires April 3, 20 ( P

Sworn to before me this day of m

T

/ n .

o n n o . . L Y N N M - W A R R E N , ZUUZ. Notary Public, State of New York

No. 4949180 -r Qualified in Clinton County

Commission rYp;ro<? April 3 npC / . G . ' B R S N T

Sworn to before me this _ day of 2002"

Ross H J . G A L B R A I T H

Sworn to before me this _ day of , 2002*

AL ISTAIR J. G A L B R A I T H

Sworn to before m e this LYNN M. WARREN

N o . 4 9 ^ 3 1 3 0 Q day Of AN ^ 2002 . N o t a r Y S:S-S or NEW York

n County forli 3, 2 0 j N AL E X C H E U N G

Qualified in Clinton County n/( Commission Expires April 3, 20 63

- 7 -

Sworn to before me this _ day of , 2002.

SOUTH HORIZONS DEVELOPMENT, LLC.

Sworn to before me this day of , 20027

By:

G . B R E N T T Y N A N

S w o r n t o b e f o r e - m e ^ t h i s J L d a y o f | r V V ^ . / / , i 2 b Q 2 .

Sworn to before'methis day of p O o ^ A 2b02.

R O S S H . J . G ^ L B R A i T H

Sworn to before me this _ day of , 20027

A L E X CHEUNG

HOMEOWNER'S ASSOCIATION PROPERTY MANAGEMENT AGREEMENT

Between:

Lake Country Developments, LLC (the "Manager")

and

-Lake Gountry Village Homeowner's Association, Inc. (the "HOA")

Whereas:.

. .. • J _ " • ' The Manager and the HOA agree that the Manager shall provide homeowner's association management services to the HOA under the following terms and conditions: . - -

- i • " -

1. Management Services Provided by Manager

a) Negotiation of service contracts as required.

b) Supervision of contracted maintenance work and services to ensure aU work is performed satisfactorily and in accordance with service contracts.

c) Maintain books and records of the HOA and ensure collection and disbursement of HOA funds in accordance with the budget.

d) Preparation of annual budget.

e) Financial reporting to the HOA board as requested

f) Other activities normally related to professional HOA management

2. Management Fee

a) A management fee of S10 per unit per month shall be payable to the Manager on (he first of each month. The monthly fee shall be calculated based on the total number of units that at the beginning of each month have been sold and transferred to purchasers. No fee shall apply to units still owned by the Declarant.

i

3. Term of Agreement and Early Termination

a) Unless extended in writing, this agreement shall terminate on May 31, 2002.

b) This agreement may be terminated by either party upon 30 days written notice.

Lake Country Developments, LLC

Per: J M . Date1

Lake Country Village Homeowner's Association, Inc.

Per: J

RECORD AND RETURN TO:

William N. La Forte, Esq. Hartcr, Sec rest Sl Emery LLP 700 Midtown Tower Rochester. NY 14604

CLINTON COUNTY CLERK'S OFFICE

County Clerk's Recording Page

COMPLETE THIS SIDE

ZOC

TIME STAMP

FILED - 1 f ' : I ? 0 9

• : V L-U Jf-j | Y - C K K ' S ' O F F I C E c i i - f f z u R L o

PARTYflES') OF THE FIRST PART *

PLATTSBURGH AIRBASE

REDEVELOPMENT CORP.

PARTYflES) OF THE SECOND PART

LAKE COUNTRY

DEVELOPMENTS, LLC

PROPERTY LOCATION fNOT MAILING

* ADDRESS)

f o

CITY o f Piattsburgh

TAX MAP £221.16-1-17/1 & 233-1-20.1

STATE OF NEW YORK

COUNTY OF CLINTON

FOR CLERK'S USE ONLY

DAY SHEET £ •

OF PAGES

INDEX

INSTRUMENT

INSTRUMENT £ 1 g

R.E.T.T.#

TRANSFER TAX

* a M 9

CONSIDERATION I J 5 . S O

R.E.T.T. AMOUNT V/ ^ H

MORTGAGE TAX

MORTGAGE SERIAL £

MORTGAGE AMOUNT

BASIC MTG. TAX

SPECIAL ADDITIONAL

ADDITIONAL

TOTAL TAX

WARNING - THIS SHEET CONSTITUTES THE CLERK'S ENDORSEMENT. REQUIRED BY SECTION 319 OF THE REAL PROPERTY LAW OFTKE£XATE OF NEW DO NOT PgTACH F R O M T H I S ^ T R U M E N T .

I HEREBY CERTIFY THAT I HAVE RECEIVED THE ABOVE IMPOSED TAX PAID^ATTHE TLVLEOF RECORDING.

JOHKH . Z U R L O . C L I N T O N ^ C U U N T Y C L E R K

JOHN'H. ZURLO, CLINTON COUNTY CLERK

E x h i b i t " A "

Legal Description Phase I Perimeter Boundary

[ P O O R Q U A L I T Y

[ O R I G I N A L

ALL THAT CERTAIN PIECE OR PARCEL OF LAND being pan of the former Plattsburgh Air Force Base located both in the City of Plattsburgh and the Town of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows: ("Die following description is based upon a survey map entitled LAKE COUNTRY VILLAGE PLANNED UNIT DEVELOPMENT, FORMER PLATTSBURGH AIR FORCE BASE HOUSING REDEVELOPMENT PROJECT, PHASE I PLAN, prepared by AES Northeast, PLLC, Scott B. Allen, LS, drawing originally completed March 27. 2000, last revised April 20, 2000, Sheet 3 of 6, Job #2466, filed in the Clinton Comity Clerk's Officc as Map PL-B-127).

BEGINNING AT A POINT in the westerly bounds of U.S. Avenue which point is the northeasterly comer of lands now or formerly of Agway Petroleum Corporation by virtue of a deed dated February 7, 1986 recorded in the Clinton County Clerk's Office on March 13, 1986 in Deed Volume 660 at page 317;

Thence South 35°55'02"West along the northerly bounds of said lands of Agway 300.74 feet to the northwesterly corner of lands of said Agway.

Thence South 08°05*54"East aiong the westerly bounds of lands.of said Agway 171.43 feet to a point; ._ •

Thence in a general westerly direction through the lands of the former Plattsburgh Air Force Base the following seven (7) courses and distances:

I. South S 2 ° 4 2 , 4 9 " W e s t 222.07 feet to a point;

2. South 8 7 ° 5 4 ' 3 7 " W e s t 79.97 feet to a point; '

3. North 7 8 ° 2 0 , 4 9 " W c s t 154.97 feet to a point;

4. North 7 7 ' 4 2 ' 0 1 " W e s t 126.16 feet to a point which lies 33 feet distant wester ly from the centerlinc of Maine Road.

5. Northerly along a curve convex to the East, parallel with and 33 feet distant westerly from the centerl ine of Maine Road, having a radius of 709.37 feet, an arc distance of 54.48 feet to a point;

6. North 7 7 ° 1 4 ' 1 0 " W e s t 253.36 feet:

7. South 36^06 '3 l " W e s t 73.14 feet to a point which lies 50 feet distant easterly f rom' the centerline of New York Road;

Thence in a general northerly direction along a scries of lines parallel with and 50 feet distant easterly of the centerline of New York Road the following three (3) courses and distances: . :

I. Northerly along a curve convex to the East having a radius of 1,312.20 feet an arc distance of 241.43 feet;

2. North 1 [ 0 3 l ' 3 r W e s t 43.33 feet:

3. North I i a 2 5 ' 12"West 297.90 feet:

Thcnce in a general easterly direction through the lands of the former Plattsburgh Air Force Base the following six (6) courses and distances:

1. North 73°34 '4S"Eas t 371.60 feet:

2. North 50°43 '04"Eas t 219.94 f e = t ;

] . North 69°24 '37"Eas t 131.36 feet;

Rev. 1/31/01

4. North 86"09'51 "East 124.62 feet;

„ J 5. South 77°l0'59"East 254.85 feet;

6. Nbrth 82*13'05"East 136.60 feet to a point in the westerly bounds of U.S. Avenue;

Thence South 07°46,55"East along the westerly bounds of U.S. Avenue 755.47 feet to the point or place of beginning.

Containing therein 21.714 acres of land more or tcss.

BEING a part of the premises conveyed by the United Stat«s to County of Clinton Industrial Development Agency by deed dated March 5,2001, and recorded in the office of the Clinton County Clerk on March 21,2001, instrument number 129773.

ALSO BEING a part of the premises conveyed by die County of Clinton Industrial Development Agency to Grantor by deed dated Marcy 9, 2001 and recorded in die office of the Clinton County Clerk on March 21,2001, instrument number 129776.

POOR QUALITY ORIGINAL

n w * i n n u a n u a » « j 3

11 >11

ffiss^EEacta I B B e M

i r r w ^ c . x . L j

PHASE I PLAN

EXHIBIT C

TITLE X LEAD-BASED PAINT DISCLOSURE STATEMENT

Disclosure of l a formation on Lead-Based Paint and Lead-Based Paint Hazards

Piattsburgh Air Force Base

Lead Warning Statement

Every purchaser of any interest in residential real property on which a residential dwelling was built prior

to 1978 is notified that such property may present exposure to lead from leadrbased paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce . permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in th'e seller's possession and notify the buyer of any known lead-based paint hazards from risk assessments or inspections is the seller's possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase. Seller/Grantor's Disclosure

(a) Presence of lead-based paint and/or lead-based paint* hazards (check one below): '[

X Known lead-based paint and/cr lead-based paint hazards are present in the housirig as identified • in the Basewide Environmental Baseline Survey dated September 1994 and the Lead-Based Paint Identification Survey of High-Priority racilitiezat Closure Bases, Piattsburgh AFB, New York, January 1996. - •

Grantor has no knqwlecgfe of lead-based paint, and/or lead-based paint hazards in the housing.

(b) Records and reports available to the Grantor (check one below):

X Grantor has provided the Grantee with all available records and reports pertaining to fead-bascd paint and/or lead-based paint hazards in the housing.

Grantor has no.reports or records pertaining to lead-based paint and/or lead-based paint-hazards in*

the housing.

Buyer /Gran t ee ' s Acknowledgment

_ (c) Grantee has received copies of all information ..listed above.. (d) Grantee has received the pamphlet Protect Your Family from Lead in Your Home. (e) Grantee has (check one below):

Received a IG-day opportunity (or mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead-based pain: and/or lead-based paint hazards; or

Waived the opportunity to conduct a risk assessment or inspection for the presence of lead-cased paint ana/or lead-based paint hazards.

Certif ication of Accuracy

The following parties have reviewed the information ahove and certify, to the best of their knowledge that the information provided by the signatory is true and accurate.

z / f CHAEL ti. SOREL, PE Date " Date

Site Manager ? AFBCA/DA Plattsburgh Plattsburgh Airbase Redevelopment Corp. Plattsburgh, New York 12903 Plattsburgh, New York 12901-

Page 3

Family From Lead In Your Home

U.S. EPA Washington DC 2C4S0 U.S. CPSC Washington CC 20207

A EPA Uni ted States ' E n v i r o n m e n t a l P ro tec t i on Agency

Uni ted States C o n s u m e r Product Safety C o m m i s s t c n

EPA747-K-94-C01 May 1995

\

o * - ivciu, or ueiiovnte a Home Built Before 1978?

Many houses and apartments built before 1970 have paint that sonlalns lead (called lead-based paint). Lead \ from paint, chips, arid dust can pose serious health

hazards II not taken care of properly. Dy 1996, Tederal law will require that Individuals receive certain Information before renting, buylrig, or renovating pre-1978 housing:

FOR R E N T

F O R S A t E

LANDLORDS will have to disclose known Information on lead-based paint hazards before leases take effect. Leases wil l Include a federal form about lead-based paint.

SELLERS wi l l have to disclose known Infor-mat ion on lead-based paint hazards before selling a house. Sales contracts wil l Include a federal fo rm about lead-based paint In Ihe building. Buyers wil l have up to 10 days to check for lead hazards.

RENOVATORS wil l have to give you this pamphlet before starting work.

IF YOU W A N T MORE INFORMATION on these requirements, call the Nat ional Lead Information Clearinghouse at 1-800-424-LEAD,

This document Is hi the public domain. It may be reproduced by an Individual or organization wlihoul permission. Information provided In Ibis booklet iIs based upon current scientific and technical undemanding of ihe Issu^ p Rent-ed and Is reflective of ihe Jurisdictional boundaries established by the siSU. e governing the co-authoring agencies, following the advice given will not neces-« I y provide compile protection In all slhrallons or agulnsl all S h l azarUs lhal can he caused by lead exposure. iwzarus

IMPORTANT i

Lead From Paint Dust Soil Can Be. Dangerous^?. T

Managed Properly : • ' l ! . ; ; . « v V i . 5 . 1

FACT: Lead exposure can harm vot ing children and babies'^even;before they . are bom. . : ; ' : % v

• f V " - * ; i v , ' v .

People can get breathing or by eating soli In them. Vi «

FACT: People have many options for. r e d u f t n g | ^ | j | & lead hazards. Iri most cases, l e a d - b a s e d j g paint that Is iri good condition " ; f f Is not a hazard. . 1. ;• A d s

FACT: Removing lead-based paint Improperly ; - ; can Increase the danger to your f a m i l y . v i ^ f y :

If you think your home might have lead hazards, read this pamphlet to learn some

simple steps to protect your family. .

[ P 0 3 R ^ I

[ O R I G I N A L

/ N

I P O O R Q U A L I T Y

[ O R I G I N A L

Checking Your Home for Lead

Just k n o w i n g that a h o m e has l e a d -based p a i n t m a y n o t te l l y o u if t h e r e is a h a z a r d .

You can gel your home checked for lead hazards In one of two ways, or both: • A paint Inspection tells you the lead

content of every painted surface In your home. It won't tell you whether the paint Is a hazard or how you should deal with It.

• A risk assessment tells you If there are any sources of serious lead exposure (such as peeling paint and lead dust). It also tells you what actions to lake to address these hazards.

Have qualified professionals do the work. The federal government Is writing standards for Inspectors and risk assessors. Some states might already have slnndards In place. Call y o u r s ta te agency for help with locating qualified pro-fessionals In your area (see page 12). Trained professionals use a range of meth-ods when checking your home, Including: • Visual Inspection of paint condition and

location. , • • l ab tests of paint samples. • Surface dust tests, • A portable x-ray. fluorescence machine. Home test kits for lead are available, hut the federal government Is still testing their relia-bility. These tests should not be the only method used before doing renovations or to assure safety.

<s> f

What H I Can Do Now To Protec Your Family

If you suspect that your house has lead hazards, you can take some Immediate steps to reduce your family's risk: • . • If y o u r e n t not i fy your landlord of ft

peel ing o r chipping pa in t • Clean up paint chips Immediately. % ; • Clean floors, w indow frames, w indow i

sllIs, and other surfaces weekly/Use'a . mop or sponge with warm water and a genera! all-purpose cleaner or a cleaner made specifically for lead. REMEMBER: NEVER MIX AMMONIA AND BLEACH'.. PRODUCTS TOGETHER SINCE THEY ,. CAN FORM A DANGEROUS GAS.

• Thoroughly rinse sponges and m o p ; heads after cleaning d i r ty or dusty . areas.

• Wash children's hands often, especially before they eat and before nap t ime and bed t ime.

• Keep p lay areas clean. Wash bottles, pacifiers, toys, and stuffed animals regularly.

• Keep chi ldren f r o m chewing w indow sills or other painted surfaces^-

• Clean o r remove shoes before entering your home to avoid tracking In lead f r om soil. ,

• Make sure children eat nutrit ious, low-fat meals h igh In Iron and calcium, such as spinach and low-fat dairy products. Children wi th good diets absorb less lead.

life i * * i*

Mow To Significantly Reduce Lead Hazards

R e m o v i n g l e a d I m p r o p e r l y can i n c r e a s e the h a z a r d t o y o u r f a m i l y by s p r e a d i n g e v e n m o r e l e a d dust a r o u n d t h e house.

Always use a pivjesshnal ivlto is trained to remove lead hazards safely.

In addition to day-to-day denning-and good nutrition: • You can temporarily reduce lead haz-

ards by taking actions like repairing damaged painted surfaces and planting grass to cover soil with high lead levels. These actions (called 'Interim controls') are not permanent solutions and-wlll 1

not eliminate all risks of exposure. • To permanently remove lead hazards,

you must hire a lead 'abatement* , contractor. Abatement (or permanent hazard, elimination) methods Include < removing, sealing, or enclosing lead-based paint with special materials. Just painting over the hazard with regular paint Is not enough.

Always hire a person with special training for correcting lead problems-someone who knows how to do this work safely and has the proper equipment to clean up thor-oughly. if possible, hire a certified lead abatement contractor. Certified contractors will employ qualified workers and fol low strict safety rules as set by their state or by the federal government. Call your slate agency (see page 12) for help with locallng'quallfled contractors In your area and to'see If financial assistance Is available.

IPOOR QUALITY [ORIGINAL

" t . " 1 ' • * • Remodeling or Renovating a Home With LeacFBased Paint

Take precautions before you begin remod-eling or renovations that disturb painted surfaces (such as scraping off paint or t e a r - ^ Ing out walls): • Have the area tested for lead-based,

paint. • Do not use a dry scraper) beH-^andef;.,;

propane torch, or heat gun to r e m o v e & ™ lead-based paint. These adlons creiate^T ^ V> v. large amounts of lead dust and fumesAg& ••..•.• Lead dust can remain In your home long after the work Is done. / . v'> l f ' n n t

• Temporar i ly move your fami ly (espe: ? M c o n d u c t e d .. r

dally children and pregnant women) p r o p e r l y ^ ; A V • out of the apartment or house until -ttie work Is done and the area Is p r o p - ^ erly cleaned, If you can't move your(v family, at least completely seal off the work area,

• Follow other safety measures to reduce lead hazards. You can find out about other safety measures by calling 1-800-A24-LEAD. Ask for the brochure 'Reducing Lead Hazards When Remodeling Your Home; This brochure explains what to do before, during, and after; renovations.

If you have already completed renova lions or remodeling that could have released lead :based paint or dust, get your young children tested and follow the steps c^t l lned on page 7 of this brochure.,

c a n ' ; r e l e a ~ s e f y A

l e a d j f r c i r n | p a i n f a n a f d u s t i n t o t h e a i r .

POOR QUALITY ORIGINAL

Other Sour ces of Lead For More Information

Willie paint, dust, and soil are the most common lead hazards, other lend sources also exist

• Dr ink ing water . Your home might have p lumbing w i th lead or lead solder. Call your local heat lh department or water supplier to f ind out about testing your water. You cannot see, smell, or taste lead, and boi l ing your water wl l j .nol get rid of lead. If you think your plumbing might have read In It: • Use only cold water for drinking

and cooking. • Run water for 15 to BO seconds

before drlnking' l t , especially If you have not used your water for a few hours.

• The Job. If you work w i th lead, you .could br ing It home on your hands or clothes. Shower and change clothes before coming home. Launder your clothes separately f rom the rest of your family's. -

• Old painted toys and furni ture. • Food and liquids stored in lead crystal

or lead-glazed po t te ry o r porcelain. • Lead smelters or other Industries thai

release lead Into the air. * 1 *

• Hobbles that use: lead, such as making pottery or stained* glass, or refinlshtng furniture. *

• Folk remedies that contain lead, such as 'gre ta ' and 'azarcon' used to Ireat an upset slomach.

The Nat iona l Lead In fo rmat ion Center Call 1-800-LEAD-FYI to learn h o w to protect children f rom lead poisoning. For other Informat ion o n lead haz-ards, call the center's c lear inghouse at 1 -800-424-LEAD. For the hear ing Impaired, call. TDD 1 -800-526-5456 . (FAX: 202-659-1192, Internet: EHC@CAIS.COM).

EPA's Safe D r i nk i ng Water Ho t l i ne - . Call 1 -800-426-4791 for In format ion about lead in dr ink ing water.

Consumer Product Safety Commiss ion Hot l ine

To request Informat ion on lead In consumer products, or to repor t an unsafe consumer product or a prod uct-related Injury call 1 - 0 0 0 - 6 3 8 - 2 7 7 2 . (internet: lnfo@cpsc.gov). For the hear ing Impaired, call 1 -800 -638 -8270 .

Local Sources of Information

v r « .

State Health and Environmental Agencies

Some cities and slates have their o w n rules for lead-based paint activities. Check wl lh your stale agency {listed below) to see If slate or local laws apply to you. Most stale agencies can also provide Information on finding a lead abatement firm In your area, and on possible sources of financial aid for reducing lead hazards.

Slate/Region Phone Number Missouri (314) 526-4911 Alabama (205) 242-56G1 Montana (406) 444-3621 Alaska (907) 465-5152 Nebraska (402) 471-2451 Arkansas (501) 661-2534 Nevada (702) 607-6615 A/lzona (602) 542-7307 New Hampshire (603) 271-4507 California (510) 450-2424 New Jersey (609| 633-2043 Colorado (303) 692-3012 New Mexico (505)041-0024 Connecllcul (203) 5 6 6 - 5 0 0 8 New York (000)458-1150 Washington, DC (202) 727 -9850 North Carolina (919) 715-3293 Delaware (302) 739-4735 North Dakota (701) 32B-5188 Florida (904) 4U8-3305 Ohio (614) 466-1450 Georgia (404) 657-6514 Oklahoma (405) 271-52JO Hawaii (800) 0 3 2 - 5 0 6 0 Oregon (503) 2 4 0 - 5 2 4 0 Idaho (200) 332-5544 Pennsylvania (717) 702-2804 Illinois (800) 545-2200 Rhode Island (401)277-3424 Indiana (317) 302-6662 South Carolina ^ 0 3 ) 9 3 5 - 7 9 4 5 Iowa (800) 972-2026 South Dakota (605) 773-3153 Kansas (913) 296-0189 Tennessee (615) 741-5603 Kentucky (502) 564-2154 Texas (512) 0 3 4 - 6 6 0 0 Louisiana (504)765-0219 Ulah , ( 001 )536 -4000 Massachusetts (tlOO) 532-9571 Vermont (802) 863-7231 Maryland (410) 631-3659 Virginia (800) 523-4019 Maine # 0 7 ) 207-4311 Washington (206) 753 -2556 Michigan (517) 335 -8085 Wesl Virginia (304)558-2901 Minnesota (612) 627-5490 Wisconsin '(6QQ) 266 -5005 Mississippi (601)960-7463 Wyoming (307) 777-7391

EPA Regional Offices

Your Regional EPA office can provide further Information regarding regulations and lead protection programs. EPA Regional Offices Region 1 (Connecticut. Massachusetts, Maine, New Hampshire. Rhode (stand, • Vermont) John F. Kennedy Federal pulldlng One Congress Street Boston, MA 02*203 (Cm 565-3420 Region 2 (New Jersey. New York, Puerto Rtco, Virgin Islands) Building 5

. 209Q Woodbrldge Avenue Edison, NJ 00837-3679 (900) 321-6671

Region 3 (Delaware. Washington D C Maryland, Pennsylvania, Virginia, West Virginia) 041 Chestnut Building* Philadelphia, PA 19107 (215) 5ET7-9BOO

Region A (Alabama, Florida, Georgia. Kentucky, Mississippi, North Carolina. • South Carolina, Tennessee) 345 Couiliand Street, NE Atlanta, GA 30365 (404) 347-4727

CPSC Regional Offices

negion 5 (Illinois, Indiana, Michigan, Minnesota, Ohio. Wisconsin))***./:. 77 West Jackson D o u l e v a r d ! :{•.. ' , ••'• Chicago. I I 60604-3590 / . • • •.'/; • (312) 006-6003 . . • ~ | , ; Region 6 (Arkansas; tbutslanacNew t Mexico. Oklahoma. Texas) •• < - • Rrst interstate Bank Tower i 1445 Ross Avenue, 12th Floor, Suite 1200 Dallas. TX i 75202-2733 • ? « -(214) 665-7244:.- ..- - •

- / T : . " : v . v< :; Region 7 (lowa, Kansas, Missouri,:-Nebraska) 726 Minnesota Avenue V ; Kansas CUy, KS 66101 • (913) 5S1-7020 . ' • • V . ; / ; .

Region 8 (Coto'rado, Montaria/North .' Dakota, South Dakota,. Utah/Wyoming)"1/ 999 IQlh Street, Sulle 500 "

Region 9 (Arizona, California, Hawaii,-:. • : Nevada)-- . . • : j , - , 75 Hawthorne Street, • • \ < , j ' San Francisco, CA 94105 (415) 744-1124 . T f - . j j

• '.. . ^ (• : r, ; ) 'J: Region 10 (Idaho! Oregon, Washington,V Alaska) ;• .<-.v f t • 1200 Sbciti "Avenue . • Seattle. WA 9U101: (206) 553-1200 . /

V: ' " ' ' V '

Eastern Regional Center 6 World TYade Center Vesey Street. P.oom 350 New York. NY 1Q04B (212) 466-1612

Central Regional Center 230 South Dearborn Street Room 2944 Chicago, I I 60604-1601 (312) 353-8260

Western Reglonat Cenler 600 Harrison Street. Room 245 San Francisco. CA 94107 (415) 744-2966

[ ^ O O R Q U A L V T Y

Checking Your Family for Lead

[POOR QUALITY [ O R I G I N A L

Where L e a d Is Likely To Bejajl l a z a r d

Get your children tested if you think your home has high levels of lend.

A simple blood test can detect high levels of lead. Blood tests are Important for: • Children who are 6 months lo 1 year

old (6 months If you live In an okfer building or home that might have lead In the paint),

• Family members that you think might have high levels of lead.

If your child Is older than 1 year, talk to your doctor about whether your child needs testing. Your doctor or health centcr can do blood tests. They are Inexpensive and sometimes free. Your doctor wil l explain what the test results mean. Treatment can range from changes fn your diet to medication or a hospital stay.

Where Lead-Based Paint Is Found

In general, the older your home, the more likely it has lead-based paint.

<3>

Many homes built before 1970 have lead-based pa in t In 1978, Ihe federal govern-ment banned lead-based paint f rom housing. Lead can be found: • In homes In the city, country, or

suburbs. • In apartments, single-family homes,

and both private and public housing. • Inside and oulsjde of the house. • In soil around a home. (Soli can pick.up

lead from exterior paint, or.other sources such as past use of leaded gas In cars).

Lead-based paint that Is In good condition. Is usually not a hazard. Peeling, chipping, chalking, or cracking : lead-based paint Is a hazard and needs / ; Immediate attention. Lead-based palnl may also be a hazard when found on surfaces that children can chew or that get a lot of wear-and-tear. These areas Include: .;; • Windows and window sills. • Doors and door frames. • Stairs, railings, and banisters. • Porches.and fences. Lead dust can form when lead-based paint Is dry scraped, dry sanded, or heated. Dust also forms when painted surfaces bump or rub together. Lead chips . and dust can get on surfaces and objects that people touch/Settled lead dust can reenter the air when people vacuum, sweep, or walk through It. Lead In soli can be a hazard when children play In bare soil or when • people bring soli Into the house on their shoes. Call your state agency (see page 12) lo find out about soli f testing for lead.

Lend f r o m ^ T .paint chips;| j ! fy which .you gc®

A e a u m s t i m m ; A - . . . .... A l i t o r *

-;ti sceS'can-bptfi

Lead Gels in the Body in Many Way

[POORQUAUTY [ O R I G I N A L

1 out of every 11 children in the United Stales has dangerous levels of lead in the blood-stream.

Even children who appear healthy can have dangerous levels of lead.

People can gel lead In their body If they: • Pul their hands or olher objecls

covered wi th lead dust In their mouths. • Eal paint chips or soil that contain

lead. • Breathe In lead dust (especially during

renovations tha i disturb painted surfaces).

Lead Is even more dangerous to children than adults because: >. • Babies and young children often put

their hands and olher objects In their moulhs. These objects can have lead dust on them.

• Children's growing bodies absorb more lead.

• Children's brains and nervous systems are more sensitive lo the damaging effects of lead,

Lead's Effects If not detected early, children wi th lead In their bodies can surfer from: 4 Damage to the brain and

nervous system I r .

• Behavior and learning fy • problems (such as hyperactivity) Slowed growth

4 Hearing problems 4 Headaches

Lead Is also harmful to adults. Adults can suffer from: 4 Difficulties during

pregnancy 4 Other reproductive problems (In

both men and women) 4 High blood pressure • Digestive problems • Nerve disorders • Memory and concentration

problems 4 Muscle and Joint pain

I r o b i o r N « t v « D a m a g e A ' J - i : •

t ' J M e i t l n g / V - i ,

b . - Y i ' v T .. • . J T S , P r o h t d ' m j

-I

O t Q M t t v e

PfBblama

f t f t p r o d u r t l v o

Prnblorm (Adutts)

Lead affects the body In many ways.

Simple Steps To Protect Your Family y: From l £ a d Hazards

If yoiTthink yotir home has high levels of lead:

• Get your y o u n g ch i f d ren tested fo r lead, even if they seem hea l thy .

• Wash chi ldren's h a n d s , bott les, pacifiers, and toys often. •

• Make sure ch i ld ren ea t heal thy, low-fat foods. • Get your h o m e c h e c k e d fo r fead hazards. • Regularly c lean f loors, w i n d o w sills, and other

surfaces. • Wipe soil o f f shoes be fore , en ter ing house. • Talk to y o u r l and lo rd a b o u t f i x i ng surfaces with

peel ing or ch i pp ing pa in t .

• Take precaut ions to a v o i d exposure to lead dust when r e m o d e l i n g o r r e n o v a t i n g (call 1-800-424-LEAD for guidel ines).

• Don't use a bef t -sander, p r o p a n e torch, dry scraper, o r dry s a n d p a p e r o n pa in ted surfaces that may con ta in fead.

Don't t ry t o r e m o v e lead-based paint . ^ you rse l f . • ' ' ' * ' • ' * ' * • *

C S Rec/cled/Recydable ;

orfPr inted on paper ilia: contains at leasi 20 pexar.t pcstccr-sumef fiber.

BARGAIN & SALE DEED

This Deed is made and entered into this 4th day of May, 2001, by and between tiie P L A T T S B U R G H A I R B A S E R E D E V E L O P M E N T C O R P . of the City of Plattsburgh, County of Clinton, State of New York, a corporation organized under the laws of the State of New York, with offices at 426 US Oval, Plattsburgh, New York 12903 (the "Grantor") and L A K E C O U N T R Y D E V E L O P M E N T S LLC, of 10 Maryland Road, Plattsburgh, New York 12903 (the "Grantee").

L C O N S I D E R A T I O N A N D - C O N V E Y A N C E

WITNESSETH, that the Grantor, in consideration of Ten Dollars (S 10.00), lawful money of the United States, does hereby grant and release unto the Grantee, its successors, and assigns forever, all of that certain real-property located in the City of Plattsburgh, County of Clinton, State of New York, and more particularly described on:

E X H I B I T " A " A T T A C H E D H E R E T O AND MADE A P A R T H E R E O F .

IL A P P U R T E N A N C E S

T O G E T H E R with the appurtenances and ail the estate and rights of the Grantor in and to said premises. '

H L C O V E N A N T A G A I N S T G R A N T O R

AND the Grantor covenants that it has not done or suffered anything whereby the said premises have been encumbered in any way whatever.

IV. E X C E P T I O N S

E X C E P T I N G T H E R E F R O M all utility systems owned by the Grantor or the City of Plattsburgh. including wire, cables, conduit, pipes, transformers, pumps, switching gear, poles, anchors, guys, towers, and appurtenant installations, structures,.facilities, and equipment, reserving the right and easement in the.Grantor or City of Plattsburgh to keep.-operatc, inspect, maintain, repair, remove.-and replace such utility systems, and for ingress and egress to and from such systems. Not included in this exception are those parts of a utility system that serve only a specific building(s) or building lut(s), and that, in the practice of public utilities in the City of Plattsburgh County, New York, arc usually controlled by individual realty owners and not by utility providers.

F U R T H E R E X C E P T I N G T H E R E F R O M all that tractor parcel of land conveyed by Plattsburgh Airbase Rcvciopmcnt Corporation to The City of Plattsburgh by deed dated May 4, 2001 and recorded concurrently, herewith.

V. R E S E R V A T I O N S

A. R E S E R V I N G U N T O T H E G R A N T O R , the United States Air Force, the United States Environmental Protection Agency ("EPA") and the State of New York (the "State"), and its and their respective officials, agents, employees, contractors, and subcontractors, the right of access to the Property (including the right of access to, and use of, utilities at reasonable cost to the Grantor),

for the following purposes, either on the Property or on adjoining lands, and for such other purposes consistent with the Installation Restoration Program ("IRP") of the United Slates Air Force or the Federal Facility Agreement ("FFA"),if applicable:

1. To^conduct investigations and surveys, including, where necessary, drilling, soil and water sampling, testpitting, testing soil borings, and other activities related to the IRP or FFA, if applicable.

2. To inspect field activities of the Grantor, and/or the United States Air Force and its contractors and subcontractors in implementing the IRP or the FFA, if applicable.

3. To conduct any test or survey required by the EPA or the State relating to the implementation of the IRP or FFA, if applicable, or environmental conditions on the Property, or to verify any data submitted to the EPA or the State by the Grantor and/or the United States Air Force relating to such conditions.-

4. To conduct, operate, maintain, or undertake any other response, corrective, or remedial action as required or necessary under the IRP or the FFA, if applicable, or the covenant of the Grantor in Section VII.D. of this Deed, but not limited to, the installation of monitoring wells, pumping wells, and treatment facilities.

B. AtND F U R T H E R RESERVING all existing reservations, easements, restrictions, and rights,, recorded or unrecorded, for public roads, highways, streets, railroads, and other rights-of-way, including but not limited to the specific easements, reservations, rights, and covenants described in this Deed, and to any matters which may be revealed by a detailed survey and a physical inspection of the Property.

VL C O N D I T I O N S

A. The Grantee agrees to acccpt convcyance of the Property subjcct to all covenants, conditions, restrictions, easements, rigius-of-wav, reservations, rights, agreements, and encutrtbranccs. whether or not of record.

•8. The Grantee acknowledges that it has inspected, is aware of, and accepts the condition ancPstatc of repair of the Property, and that the Property is conveyed, "as is," "where is," without any representation, promise, agreement, or warranty on the part of the Grantor regarding such condition and state of repair, or regarding the making ofanv alterations, improvements, repairs, or additions. The Grantee further acknowledges that the Grantor shall not be liable for any latent or parent defccts in the Property, except to the extent required by applicable law.

VH. C O V E N A N T S

A. Lead-Based Paint f "LBP"L

1. The Property may include improvements that are presumed to contain LBP because they arc thought to have been constructed prior to 1973. The Grantee hereby acknowledges Lhe required disclosure in accordance with the Residentiai Lead-Based Paint Hazard Reduction Act of" 1992. 42 U.S.C. Section 4852d (Title X), of the presence of any known LBP and/or LBP hazards in target housing constructed prior to 1978. This disclosbre includes the receipt of available records and reports pertaining to LBP and/or LBP hazards; receipt of the lead hazard information pamphlet: and inclusion of the 25 C.F.R. Subparts 35H and 745P disclosure and lead warning language in ihe Title X Lead-Based Paint Disclosure Statement in the contract of sale.

2. The Grantee covenants and agrees that, in any improvements on the Property defined as target housing by Title X and constructed prior to 1978, LBP hazards will be disclosed to potential occupants in accordance with Title X before use of such improvements as a residential dwelling (as defined in Title X). Further, the Grantee covenants and agrees that LBP hazards in target housing constructed prior to I960 wiii be abated in accordance with Tide X before use and occupancy as a

residential dwel ling. "Target housing" means any housing constructed prior to 1978, except housing for the elderly or persons with disabilities (unless any child who is less than six [6] years of age resides, or is expected to reside, in such housing) or any zero-bedroom dwelling. LBP might be present in Buildings 480. 482,490, 491 .and 492. Grantee will be responsible for managing ail LBP and potential LBP in compliance with NYSDEC Solid Waste Regulat ions and ail other applicable iaws and regulat ions.

3. The Grantee covenants and agrees that in its use and occupancy of the Property, it will comply with Title X and all applicable Federal, State, and local laws relating to LBP. The Grantee acknowledges that the Grantor assumes no liability for damages for personal injury, illness, disability, or death to the Grantee, or to any other person, including members of the general public, arising f rom or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with LBP on the Property, whether the Grantee has properly warned, or failed to properly want, the persons injured.

4. The Grantee hereby acknowledges that facilities on the Property have a probability-of having LBP because they were constructed prior to 1973 when maximum al lowable content of lead in paint was rcduced. Grantee will be responsible for managing all LBP including rubblized material generated dur ing demolition which contains L3P and potential LBP in compl iance with NYSDEC Solid Waste .Regulations and ail other applicable laws and regulations. LBP is assumed not to be present on Miscel laneous Playground Structures 6047,6243, and 7109 since it was constructed after 1978. . • '

B. A s b e s t o s - C o n t a i n i n g Mate r ia l s ( "ACM") . The Grantee is warned that the Property may be improved with buildings, facilities, and equipment that may contain A C M . The Grantee covenants and agrees that in its use and occupancy of the Property, it will comply with all applicable Federal, State, and local laws relating to asbestos. The Grantee acknowledges that the Grantor assumes no liability for damages for personal injury, illness, disability, or death to the Grantee, or to any other person, including members of the general public, arising f rom or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with asbestos on the Procery. whether the Grantee has properly warned, or failed to properly warn, the persons injured..

C. N o n - D i s c r i m i n a t i o n . The Grantee covenants not to discriminate upon the basis of race, color, religion, national origin, sex, age, or handicap In the use. occupancy, sale, or lease of the Property, or in its e m p l o y m e n t practices conducted thereon. This covenant shall not apply, however, to the lease or rental of a room or rooms within a family dwelling unit, nor shall it appiy with respect to religion if the Property is on premises used primarily for religious purposes. The United States of America shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the Property.

D. E n v i r o n m e n t a l Covenan t .

1. Pursuant to Section 120(h)(3) of the Comprehensive Environmental Response, Compensation and Liability Act of 1930, as amended (42 U.S.C. j 362C(hj(3)). the fol lowing is notice of hazardous substances on the Property and the description of remedial action taken concerning the Property:

a. The Grantor and/or the United States Air Force has made a comple te search of its flics and records. Exhibi t C contains a table with the name of hazardous substances stored for one year or more, or k n o w n to have been released or disposed of. on the Property; the quantity in kilograms and pounds of the hazardous substance stored for one year or more, or know to have been released, or disposed of , so, on the Property; and the datefs) that such storage, release, or disposal took place.

b. T h e remedial actions taker, on the Property regarding hazardous substances were

2. T h e G R A N T O R and/or the United States Air Force hereby covenants to the GRANTEE that all remedial action necessary to protect human health and the environment with respect to any hazardous subs tances remaining on the Property has been taken before the date of this Deed. Any

additional remedial action found to be accessary after the date of this Deed for contaminat ion on the Property existing prior to the date of this Deed shall be taken by the GRANTOR and/or the United States Air Force. The foregoing covenant shall not apply in any case in which the person or entity to whom, the Property, or any part thereof, is transferred is a potentially responsible party with rcspect to sucii property before the date on which such person or entity acquired an interest in such property, or is a potentially responsible party as a result of an act or omission affect ing such property.

H a z a r d s to Air Naviga t ion . Prior to commencing any construction on, or alteration of, the Property, the Grantee covenants to comply with 14 C.F.R. Part 77 entitled "Objec t s Affecting Navigable Air Space," or under the authority of the Federal Aviation Act of 1958, as amended.

•VIII. M I S C E L L A N E O U S

Tire covenants contained in this Deed shall run with the land and inure to the benefi t of the assigns of the GRANTOR and shall be binding upon the successors and assigns of the G R A N T E E .

LIST O F E X H I B I T S

The following Exhibits arc attached to and made a part of this Deed:

A. Exhibit A - Property Description B. Exhibit B - Pared Map C. Exhibit C - Hazardous Substance Notice

In Witness W h e r e o f .

The party of the first part has hereunto caused its corporate seal to be hereunto aff ixed, and these presents to be signed by its duiy authorized officer this 4th day of May, 2001.

3fn presence of

State of New York )

County of Clinton )ss.:

On this 4<h day of May, 2001, before me, the subscriber, personally appeared Daniel £. W'ieneke . to me known, who, being by me first duly sworn, did depose and say that he resides at City of Piattsburgh, County of Clinton, State of New York; that he is the President of the Piattsburgh Airbase Redevelopment Corporation , the corporation described in and which executed the above instrument; that he knows the seai of such corporation; that the seal affixed to die above instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation: and that he signed his name thereto by like order.

No tar/ Public

RANDALL S. BEACH REGISTRATION NO. 02BE6002S01 COMMISSION EXPIRES 2/9/

Record and Return to: William N. La Fone, Esq. 700 Midtown Tower Rochester, NY 14604

WARRANTY DEED

THIS INDENTURE is made this day of , 2001, between Lake Country Developments L L C , a New York corporation with an address of 10 Maryland Street, PO Box 3066, Piattsburgh; New York 12901-0298 ("Grantor") and L A K E COUNTRY V ILLAGE HOMEOWNERS ASSOCIATION, INC., a New York corporation with an address of 10 Maryland Street, PO Box 3066, Piattsburgh, New York 12901-0298 ("Grantee").

WITNESSETH, that the Grantor, in consideration of One and 00/100 Dollar (SI.00) paid by the Grantee, hereby grants and releases unto the Grantee, the distributees, successors and assigns of the Grantee forever, ' .

i i -ALL T H A T TRACT OR PARCEL OF LAND, as described in Schedule "A" attached

hereto and made a part hereof.

THIS CONVEYANCE is made and accepted subject to covenants, easements and restrictions of record, if anv, affecting the above described premises.

f Consideration is less than SI00.00.

TAX ACCOUNT NO.: 'fm of Tax Map Nos. 221.16-1-17.1 and 233-1-20.1 PROPERTY ADDRESS:' New York Road, Piattsburgh, New York TAX MAILING .ADDRESS: 10 Maryland Road, PO Box 3066. Piattsburgh, NY 12903

I T O G E T H E R with the appurtenances and all the estate and rights of the Grantor in and to •

said premises. s -

T O HAVE AND! TO HOLD the premises herein granted unto the Grantee, the heirs or successors and assigns Grantee forever. .AND the Grantor covenants as follows: •

1. .The Grantee shall quietly enjoy the said premises; •

2. The Grant|r will forever warrant the title to said premises; T

This deed is subject to the trust provisions of Section 13 of the Lien Law. The words "Grantor" and "Grantee" shall be construed to read in the plural whenever the sense of this deed so requires. I

POOR'QUALITY ORIGINAL

!

IN WITNESS W H E R E O F , the Grantor has executed this Deed the day and year first above written.

L A K E C O U N T R Y D E V E L O P M E N T S L L C

By:

STATE OF NEW YORK) COUNTY OF MONROE) ss:

On this day of , in the year 2001, before me, the. undersigned, a Notary Public in and for said State, personally appeared " , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

Lake Country Viilage Homeowners Association

SCHEDULE A

- HOA OPERATING 8UDGET FOR THE YEAR BEGINNING

JULY 1.2002 (Phase 1 4 2 224 units)

PrcjBcted Income

Maintenance Charges (S* 752 par home per year, payaole monthly based on 224 homes)

5 392,446

POOR QUAUTY I ORIGINAL

Projected Expenses

1 Water and sewer charges S 57,200 — • 2 Miscellaneous repairs and maintenance $ 22.400 / y j • — 3 Landscape maintenance & snow removal S 114,351 S ' ^ ' V l y / ^

Landscape improvements 4 replacements S 7,000 J / . t> 4 Insurance S 63.200 - U 5 HOA management fees S 23.800 6 legal fees S 500 '

• 0 ! d ? 0 -

7 Accounting & audit fees 5 2,500 ^ V -8 Franchise Taxes 3 375 9 Ad Valorem Taxes S 20 10 Reserves: a) roof replacement 5 35.525

0) asphalt repair and replacement 3 7,320 c) exterior trim painting . , S , 5.138 a) fencing replacement • ' S 3,634 ' A - ' fyu

11 Omce, stationery and postage '-3 2,000 -fy •; \ .*/<•' 12 Contingencies 3 4.405 / ? • " . L' ~_

f r ' ;

TOTAL" . ' S 392.446

j;: . . -

Monthly fee per home S 146

Lake Country Village Homeowner's Association

BUDGET ESTIMATES HOA OPERATIONS

AODITION OF SUBSEQUENT PHASES

Maintenance Charges

PHASES 1&2 PHASES 1.2&3 (224 units) (324 units est.)

352.448 S 567,548

ob jec ted gxpensgs

1 Water and sewer charges 3 • 57,200 3 97,200 2 Miscellaneous repairs and maintenance S 22,100 S 22.100 3 Landscape maintenance & snow removal S 111.351 3 165.401

Landscape i m p l e m e n t s 3 replacements s 7.000 3 10.125 4 Insurance s 63.200 S 91,111 5 HOA management fees 3 26,380 3 38,880 6 Legal fees S 300 S 500 7 Accounting i audit fees $ 2.500 $ 3.500 3 Franchise Taxes s 375 S 375 9 Aa Valorem Taxes $ 20 s 30 10 Reserves: a) roof replacement s 35.525 3 91,777

fc) isonait repair and replacement 3 7,220 3 10.538 c) exterior trim painting s 5.138 $ 7,432 d) fencing replacement % 3.534 $ 5.256

11 Office, stationery and postage • • " • 3 2.000 3 - - 3.000 12 Contingencies • S - 4.4C5 3 5.770

TOTAL s 392.118 3 567.548

Monthly fee per ncme 5 146 3 116

Number ct Units ocr Phase;

Phase 1: ICS units Prase 2: 118 units Phase 3: *)Q units (estimate cniy. excluding possible newly constructed units)

S C H E D U L E " A "

ALL THAT CERTAIN PIECE OR PARCEL OF LAND being part of the former Piattsburgh Air Force Base located both in the City of Piattsburgh and the Town of Piattsburgh, County of Clinton, State of New York, being more particularly described as follows:

Beginning at a point in the westerly bounds of U.S. Avenue which point is the northeasterly comer of lands now or formerly of Agway Petroleum Corporation by virtue of a deed dated February 7, 1986 and recorded in the Clinton County Clerk's Office on March 13, 1986 in Deed Volume 660 at page 317;

Thence South 85° 55' 02" West along the northerly bounds of said lands, of Agway 300.74 feet to the northwesterly corner of lands of said Agway; thence South 08° 05' 55" East along the westerly bounds of lands of. said Agway 171.43 feet to a point; thence in a general westerly, direction through the lands of the former Piattsburgh Air Force Base the following seven (7) courses and distances: -

(1) South 82° 42' 49" West, 222.07 feet to a point;

(2) South 87° 54' 37" West, 79.97 feet to a point;

(3) North 78° 20' 49" West, 154.97 feet to a point;

(4) North 77° 42' 01" West, 126.16 feet to a point which lies 33 feet distant westerly from the centerline of Maine Road;

(5) Northerly along a curve convex to the East, parallel with and 33 feet distant westerly from the centerline of Maine Road, having a radius of 709.87 feet, an arc distance of 54.48 feet to a point;

(6) North 77° 14' 10" West, 253.36 feet;

(7) South 86° 06' 31" West, 78.14 feet to a point which lies 50 feet distant easterly from the,.,., centerline of New York Road;

Thence in a general northerly direction along a series of lines parallel with and 50 feet distant easterly of the centerline of New York Road the following three (3) courses and distances:

(1) Northerly along a curve convex to the east having a radius of 1.812.20 feet, an arc distance of 241.48 feet;

(2) North 11° 31' 31" West, 48.33 feet;

(3) North 11° 25' 12" West, 297.90 feet;

Thence in a general easterly direction through the lands of the former Piattsburgh Air Force Base the following six (6) courses and distances:

(1) North 73° 34' 48" East, 371.60 feet;

(2) North 50° 43' 04" East, 219.94 feet;

(3) North 69° 24' 37" East, 131.36 feet; —

(4) North 86° 09' 51" East, 124.62 feet;

(5) South 77° 10' 59" East, 254.85 feet;

(6) North 82° 13' 05" East, 136.60 feet to a point in the westerly bounds of U.S. Avenue;

Thence South 07° 46' 55" East along the westerly bounds of U.S. Avenue, 755.47 feet to the point or place of beginning.

EXCEPTING ALL THAT CERTAIN PIECE OR PARCEL OF LAND being pan of the former Plattsburgh Air Force Base located both in the City of Plattsburgh and the Town of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows:

UNITS 6001, 6002, 6005, 6006, 60008, 6010, 6010, 6012, 6014, 6016, 6017, 6201, 6204, 6205, 6208, 6209 6212, 6213, 6216, 6217, 6220, 6221, 6224, 6225, 6228, 6229, 6232, 6233, 6236, 6237, 6241, 6300, 6301, 6304, 6305 of the Lake Country Planned Unit Development as showi^on a survey map entitled "Lake Country Village Planned Unit Development, Former Plattsburgh Air Force Base Housing Redevelopment Project, . Phase I Plan", prepared by AES Northeast PLLC, Scott B. Allen, LS, dated March 27, 2000, Job #2466 filed in the Office of the Clinton County Clerk as Map No. PL-B-127.

FURTHER EXCEPTING ALL THAT TRACT OR PARCEL OF LAND conveyed to The City of Plattsburgh by deed dated May 4, 2001. Said parcels are known as Maryland Road, Massachusetts Street and Main Road, all as shown on a survey map entitled "Lake Country Village Planned Unit Development, Former Plattsburgh Air Force Base Housing Redevelopment Project, Phase I Plan", prepared by AES NortheasfPLLC, Scott B. Mien, LS,'dated March 27, 2000, Job #2466 filed in the Office of the Clinton County Clerk as Map No. PL-B-127.

Lake Country Village

SCHEDULE A-l

Notes to Schedule A (Phases 1 & 2)

Water and Sewer Charges

Water and sewer services are billed to the HOA by the City of Piattsburgh and are based:on consumption. The budgeted amount is calculated at S25 per dwelling unit per month and is derived from the most recent actual sewer and water billings paid by the HOA.

Miscellaneous building repairs and maintenance

Projected costs to the association for repairs and maintenance of the exteriors of the buildings, excluding rooting, are expected to be minimal because the buildings were renovated in the early 1990's. The budget amount is based on an estimate of SI 00 per unit per year. Future year's budget amounts will be adjusted with current needs.

Landscape maintenance and snow removal

This amount is based on a quote received from Yardworki Lawn Care Service of Piattsburgh. NY tor both landscaping and snow removal services. '

Landscaping maintenance services include spring cleanup, a fertilization program, annual pruning of trees and shrubs and IS mowing and trimming of HOA lawns. The mowing is based on a 10-day cycle assuming a ISO day season. Additional mowings, i: required. are to be bided additionally.

Snow removal services include shoveling the sidewalks leading to each unic and -plowing all driveways and HOA-maintained cul-de-sacs roads, including application of ice-melt and sanding as necessary. Snow removal will begin with the accumulation of 2 inches.

A landscape improvement and replacement fund of 57,000 per year has been established which will allow for the replacement of damaged plantings and for additional plantings and landscape improvements as determined by the HOA's Landscape Committee.

4. Insurance

This estimate is based on a quote from Northern Insuring Agency, Inc of Plattsburgh, NY. Coverage provided includes real properly insurance of 523,416,035, general liability of 51.000,000 per occurrence (52,000,000 aggregate), non-owned automobile liability of SI.000,000 per occurrence, umbrella liability of 52,000,000 per occurrence (52,000,000 aggregate) and directors and officers liability insurance of Si,000,000.

5. HOA management fees

The Declarant, Lake Country Developments, LLC has eotered into an agreement with the HOA for the provision of management services to the HOA until such time as voting control of the HOA is transferred from the Declarant to the members. The fee for these services shall be S10 per unit per montli (526,880 per year for Phases 1 & 2) and includes supervision of contracted maintenance work -and services, maintaining financial books and records needed for the collcction and disbursement of Association funds, negotiation of service contracts, preparation of the annual budget and other activities normally related to professional homeowners association management. The Declarant may at any time enter into a contract for management services with a licensed property management company an behalf of the HOA provided the fee for such services shall not exeged the budgeted amount. Such a contract would be for not more than a one-year period and be cancelable with or without cause by cither party upon giving 30 days written notice.

6. Legai fees

This estimate is considered as a contingency fund for routine advice or letters from counscl on matters pertaining to interpretation of the declaration or by-laws. The amount budgeted will cover onty a minimal amount of legal advice.

7. Accounting & audit fees

The estimate is based on a quote from Martindale, Keysor & Co., Certified Public Accountants of Plattsburgh. NY. The service provided is for an annual audit and preparation of State and Federal tax returns for the HOA

8. Franchise Taxes

This cost is to pay for the minimum New York State franchise rax of$375

9. Ad Valorem Taxes

The City of Piattsburgh assessorhas taken the correct position that the common area associated with the HOA has minimal value and will assess at a token value of 550. Ad Valorem taxes are therefore budgeted at a minimum amount of 520.

Reserves:

a) Roof replacement

This estimate is based on a quote from Lake Champlain Roofing LLC of Piattsburgh, NY of 5200, per square (100 square feet) which includes removal and replacement of old shingles with new shingles and all debris removal. The total square footage of roof area has been calculated by Architectural, Engineering and land Surveying Northeast. PLLC of Piattsburgh NY (AES Northeast) and the calculation of the annual reserve amount is based on an estimated remaining life

; of tlie existing shingles of 10-12 years.

b) Asphalt repair and replacement

Maintenance and repair of the asphalt driveways and cul-de-sac road areas within the development are the responsibility of the HOA. The budgeted amount is based on sealcoating and crack filling ever/ 3 years, resurfacing every 15 years and repaying (with excavation) 1% of the surface area every 5 years. The calculations were prepared by AES Northeast using costs per square yard of asphait for crack rilling, s catenating, resurfacing ana re paving of S. 32, S1.20, 53.00 and 570.00 respectively.

c) Exterior trim painting

This estimate, provided by AJSS Northeast, is for repainting of the front and back porch posts and decorative wood framing every 3 years.

d) Fencc replacement

This estimate, provided by .AES Northeast, is based on an estimated remaining useful life for the wooden fer.ces of 15 years and a replacement cost of S7 per linear foot.

Office, stationery and postage

A nominal amount has been budgeted to provide accessary office supplies for communication wirh HOA members.

Contingencies

This amount may be used at the discretion of the Board to m a k e u p def ic i ts in o ther i tems of the budget, or to pay for unanticipated or unrecogn ized expenses.

While the budget was prepared in good faith and attempts to address all known expenses related to the operation of the HOA, this contingency category is designed to meet unanticipated costs or changes in prices.

Lake Country Developments, LLC

Pan k m Date

fblbt,

Lake Country Village Homeowner's Association. Inc.

Per Date

i * a

HOMEOWNER'S ASSOCIATION PROPERTY MANAGEMENT AGREEMENT

Between:

Lake Country Developments, LLC (the "Manager")

and

Lake Country Village Homeowner's Association, foe (the "HOA")

Whereas:

Ihe Manager and the HOA agree that the Manager shall provide homeowner's association management services to the HOA under the following terms and conditions:

I."* - 'Management Services Provide*) by Manager * ; , V ; ' ' r I

.. • ' 1 a) Negotiation of service contracts as required.

• • , ' j

b)~ * Supervision of contracted maintenance work and services to ensure all work is performed satisfactorily and in accordance with service contracts.

' * ' * !' . * c) . Maintain book*and records of the HOA and ensure collection and disbursement of HOA funds in

'accordance witlf the budget

d) Preparation of annual budget.

e) Financial reporting to the HOA board as requested

f) Other activities normally related to professional HOA management

2. MaaagementFce

a) A management fee of S10 per unit per month shall be payable to the Manager on the first of each month. The monthly fee shall be calculated based on the total nomfacr of units that at the beginning of each month have been said and transferred to purchasers. No fee shall apply to units still owned by the Declarant.

3. Term of Agreement and Early Termination

a) Unless extended in writing, this agreement shall terminate on May 31, 2003.

b) This agreement may be terminated by either party upon 30 days written notice.

HARTER, SECREST & EMERY M> A T T O R N E Y S A T L A W

0<W HSBC Center. Suite 1550 & j t £ i l o . N e w Y a r t r 1 4 1 0 3 - 2 3 3 J

7I6-S53-I616 1 1 : W n i i i e ^ i e n A v e n u e . S u i t e 2 0 6

Aftwiy, N«w Yortc 12210-2206 Jt4-4M-*JT7

A L I M I T S O U A . a a . i T Y J a A T N S H S W J n t C L U O J X O M O F M S I O N A L A J 5 O C U T I 0 N 3

700 MIDTOWM TOWER. ROCHESTER. NEW YCRX 146044070

.716-232-6500 . FAX 7 ?6« 232-21J2

B - M A l L «da£bftt®hse)*w.cotTt.

May 31,2001

5SSI Ri l f ie^wd Orire. $ N»ptes, floridi J4IC3-"

J4MW-U44 4719 Winter Road, Sua

Fort Myen. Floods 13915 94 |4« -n74

FWue Reply T<x Rocfe Direct Disk 714-231-1.

Lake Country Developments LLC 10 Maryland Drive, PO Box 3066 Piattsburgh, New York 12901-0298 ATTN: Ross Gaibraith

Re: Lake Country Village Homeowners Association. Inc.

Dear Ross:

You have asked us for an estimate as to what the legal fees might be for the first year ot operation for Lake Country Village Homeowners Association, Inc. Based upon our experience with new homeowner associations, we wouid estimate that legal fees would not exceed S5G0.00 for any fiscal year of the Association. •

If you need any additional information, please do hesitate to contact me.

Best regards.

Very truly yours,

William N". La Forte V / N L / S C

A F M 9 - Q I THfJ 1 2 : 5 2 FM MART1K0ALE:KEYSOE FAX HO. 5 1 S 5 6 3 7 9 2 9 I 2

w ^ M a r t i n d a l e N K e y s q r 6C CD,

C e R T i r i e o P u a u c ACCOUNTANTS

C«»ic M. U T « 0 « w. qaaca

SMIAM T. TOY«»Q»<A*»r

i I

3 D

i i i i i L

si L

a •

« •

i

April 19, 2001

Mr. Ross Gaibrath Lake Country Developments. LLC 425 US Oval. Room 119 Plattsburgh, NY T2S03

Dear R G S S :

Per your request, this letter summarizes cur estimates on auditing and tax services we have recently discussed. as

We will perform an audit of the homeowners' association and prepare the annual Federal and New Ycrx State tax filings. We anticipate that the first year will have less activity tnan future years as the units begin to Therefore, we estimate cur services for the first year tc be S'.QCC to Sf.5CC. Once Phase 1 is completed, our services will approximate §2,500 and wflt graduaiiySfncn3ase tc approximately S3.500 or.ee Phase III is complete. This i.<Ts03Sed upon an increased transaction ievel with the growth of nouses sold. It also anticipates adequate records and nc unusual events or occurrences. Should anything like this develop, we wcuid aiert ycu immediately and discuss the effects on these estimates.

We would be glad to discuss tfi;s letter and any other matters with ycu at any tlma.

Very truly yours,

MARTINDALE KEYSOR & CO., ?LLC

-Ricx iV. Martindale, CPA

R N . W j u

P . a . O o < 2 O PJ 0 - 2 a » i » q o * i » C T S r . , 9 u i - t a » v l 2 9 C i ' 0 3 i 9

• » . < . : — < c ' T C l . 1 ; i 7 * S 2 * 5 3

Ron: 3f»ftt T m » 727-550-97S2 "V. ft9*1 GtJbraiUi Date: 3/3/0} Tlnw: 3:02:39 PM h e * I el i

TOt : rSJELCKS L fe iN Cf iSe S S ^ J I C S ffiX NC, ! 5 4 : l l l l l l Y A R D W O R K S Lawn t'u/y Service M2S RT.W P U T T S B t K O H . N Y ;2V01

TEI(J1I)56MQ5: FAX (518) 555.0683

* * * P r o p o s a l * * *

[POOR QUALITY ORIGINAL

lake country V i l l age Home Owners A j i oe . INC P h o n e 563-2344

P.O. Box 3046 D a t » ; MARCH-MOW Pi t t sburgh N . Y . 12901 J o b L o c a t i o n ;

PAFB

miHMWi, We hereby submit specifications and estimates fort

2002-2003 Phaze I & II Maintenance Contract USpring Clean-up-Raking of lawns, cleaning of all flower beds, sweeping of all sidwalks and dabri removal

2) Annua] fertilization program to include 3 step program through out the season w/timc release fertilizers

5) Annual spring pruning of trees and shrubs around all units in shazes I <& II with debri removal

4) Snow removal of both phszas 1 & II to include driveways, walkways,*!] common iidewaDcs and ail cui de sacs to include ice melt and sanding when needed. Scow removal will begin with accumulation of 2 inches unless other anvrgements have been made only LBS FOUNTAIN.

$ 6 , 8 9 0 . 0 0

S4.4Q0.00

S 7,4Q0.Q0

S44.980.00

S) M o w n * J i T r i m a i n g o f al l lawn a r o i In phase* I & 2 to icsiuds ail eemmoa i r e u $ 4 3 , 2 0 0 . 0 0 . I b c m o w f e g A t r i n m i f e g w t U h e d e a e d a e l O d a y c y e t e e r i S O d i y i i f e r a a a l a f i S SUB $ 1 0 6 , 3 7 0 . 0 0 r o w s . Any t rews above the 18 wil l-be b i l led separately, TAX . 7 , 4 8 0 . 9 0

TOTAL S114J50 .90 W e Propose hereby :o femlsh material and labor • complete in accordance

with above specifications - for the sum of one hundred fourteen thousand three hundred and fifty dollars and ninty cents $114,350.90 Psynem to be Bade u M o w s : Bi l led In 12 monthly payaects begra lc j la May 1st 2CQ2 and ending A p r i l l i t 2003 In the amount a f % 9,529.24 per moumh. , a R m > a c l « i > M i i M « i ! a t i i p H t S o d . A d ® ta a a n p O f t U In « v w f c t l f l M w m « M r A u t h o r i s e d

u s e r d ^ 8 9 M y i l t i f l d o a n a ^ i i l t o n i t e m C s y * i p a b f l u & a i t r w i v m g S i g n a t u r e ; -

M h i n M . A i l i p M r v K u e m r n j p n i u f t o a a r i t a w t f w M a n w e r 4 k t y i S e y w d « i f c a m e l .

' • V o r t a a t f i C s a w r a I s M r t a w .

Nee: This tfoyoui may be wfcWr*** by u» I f a o t w o n t e d w f e h i n 3 0 feyt

A c c e p t a n c e o f P r o p o c a l : T ! b T T . X * . t ^ a U a t a t m - — i — t i f - — - — r * * • ' ' T m u v

unterjMd ta is «ott u ipnifod. T tynn t i be rmdo U outflow t te r t a o u f t t r v t

Dvw of Acceptinoc: 8 i£n«rare:

0 0 / 0 3 / 0 2 FRI 1 3 : 3 8 FAX 604 963 9323 r w : - l O - o w

A.J- GALBRAITH ®002 p.aa

Lake Country Village Homeowners Association

' 7 • J S S P K M B B .. : . . . : r i .

li't ifi" vmiiaw fc'i •1«<i i g l g P ^

Real Property $23,416,035 Special $1,000 tssil General Liability $1,000,000 OteV

$2,000,000 Agg. Comprehensive None IncL

Non-0 wned/Hirod Auto Liability

S1,000,000 Occ. Comprehensive None IncL

Umbrella Liability' ' 52,000,000 Occ7 $2,000,000 Agg.

Comprehensive None fed.

Directors & s i m o o o Broad $1,000 IqcL Of f icers L i a b i l i t y '

T o t a l $ 6 3 ^ 0 0

•Th i s umbrel la does n f l l go »ver Directors and Off icers Coverage.

••52,000.000 Option is $672 Additional ftwansn.

General Liability costs are estimated us 224 unit scccnd year average.

Real Property. Special building form. A form which provides Al l Risk coverage an commercial buildings, subject to certain exclusions (such as carfoquaks. ficod & mechanical breakdown). It is the broadest coverage available on buildings.

Generd Liability: A form of insurance designed to protect owners and operators of businesses from a wide variety ufliability exposures. These may inch dc lability arising out of accidcuts resulting from the premises or foe operations, operations completed, contractual liability.

Nonowrtsqfrfo Auto Liability: Insurance protection igsinst any haiaiity flat might arise when one of foe tnwnhousc owners drive their car on foe Townhouse Association's behalL

Lability: Autos leased, hired, ranted or borrowed by foa Townhouse Association.

Umbrel!q: A coverage affording high limit oovertgc in excess of tha limits of the General Liability, NoTtowrrenhjp Auto Liability and Hired Actio Liability (and is some cases, Directors & Officers Lability). There additional coverages ate usual subject to sQbvfcoe&al self-ensuredrsteclioa.

Directory A Officc^ I.libtlrtv: insurtmcs that protects directors and off icers from l iabi l i ty efatrtu arising out o f alleged error* m judgement, breaches o f duty and w r o n g f u l acts re lated to their organisational act ivi t ies.

i l N o r t h e r n In Tur ing Agency. Inc.

TOTflL P . 0 2

r. 13

£ - \ t M \ l ! = 3 * w f r o m S E L E C T PROP GROUP S I S 5 6 3 7 1 2 0 p . a

YORK

< ^ A P i a t t s b u r g h , N e w a r k

Debf« M . Pcda Auessor

OOtcc «( Autnmcnc 41 City Ha l l ?Uce F l l t u b c r j h , y0<k 515.M3-77QS

May 14, 2001 :

Lake Country Development, LLC Attn: Brent Tynar. PO Box 3066

. Piattsburgh, NY 1290P029S

Re: Homeowners .Association . <

Dear Mr. Tynan:

A separate "parcel" -will be described, mapped and assessed to the Homeowner 's Association. This will include all land and exterior common elements. A token value of Sffl will be placed on this parcel as it is heavily enc umbered by multiple owners as well zs the constraints set forth,-in your townhome development plan.

If you require any further assistance please feel free to contact me.

S i n c e r e l y .

Defcra M . Peda C i t y . A s s e s s o r

04/17/2082 07:51 5185620189 AES NORTHEAST PAGE 05

SELECT GROUP PARC HOUSING PROJECT PHASE 2

ROOP REPLACEMENT RESERVES

unit type 2 ( q u a d ) 3 (quad) 4 (duplex) 5 (dup lex )

p h a s e . 1 to ta l

COST OF REPLACING ROOF TOTAL COST

REMAINING USEFUL LIFE

roof a r e a # o f b l d g s 5 6 5 8 . 9 5 5 4 3 2 . 1 1 5 0 0 6 . 3 2

' 5 5 0 3 . 0 0

ANNUAL RESERVE AMOUNT PER UNIT

TOTAL ROOF AREA 19 107520.00 sf

9- 49338.95 sf 2 . 10012.33 sf 1 5503.00 sf

172374.56 square feel

3 per sf

$ 5 1 7 , 1 3 3 : 7 4 * ^ , 1 ^ .

10 y t s $ w

Estimate for Roor Replacement Cost; Phase One Remain ing Life 12 Years seonxrf/ estimate

Estimated Roof Area (incl. Garage, ext Porch, & Overhang)

Type I: 12 Units 1205 sq. ft x 12 Units

x 1.1 for Roof Pitch Adj. Type i): 44 Units

1485 sq. ft x 44 Units x 1.1 for Roof Pitch Adj.

Type 111: 14 Units 1218 sq. ft. x 14 Units

x 1.1 for Roof Pitch Adj. Type iV; 36 Units

2015 sq. ft x 36 Units x 1.1 for Roof Pitch Adj.

Totaf

Cost of Roof Replacement calculations do not factor in inflation

S200 (per Square) x 1863 Squares see roofing estimate

Divide Replacement Cost by 12 Years

Divide Annual Cost by V2 Months

15SG6 sq. Ft.

71874 sq. Ft.

18757 sq. Ft

79794 sq, FL

186331 sq. Ft 1663 Squares

372. SCO

5 31.050.CQ per year

3 2,587,50 per month

Divide by 1C6 Units $ 24.41 monthly contribution per unit

R. ID

I T 9 ; 0 S 4 M F R C M S M / 2 9 / 2 0 2 1 1 4 : 5G ' 5 1 3 5 2 3 7 5 4 7

F R C M S E L E C T ? q c p G R C l P S i 3 S S 3 7 1 2 0

LAKECMAMPLAINRCCPING PAGE 01

LA KB CHAMPLAIN ROOFING LLC PO BOX 2004

PLA T7SBI/MGH, NEW YORK 12901 (ill) 562-99S6

(Sl&)S&3.T647fax

SELECT PROPERTY GROUP PO BOX 761 BLD 22 42* US OVAL RM119 PLATTSBURGH, HEW YORK

ATTN: BOB WCIHOWSKJ

ON THE WEEK OF MARCH12, 29911 DTD A BRIEF INSPECTION ON THE SHINGLE ROOFS ON THE SELECT PROPERTY GROUP HOMES I WAS TOLD THAT IN 1992 THE ROOFS WERE INSTALLZDl THIS BEING THE CASE THERE SHOULD BE W2 YEARS OF LIFE LEFT IN THE ROOFS

; WOULD BE WILLING TO CONTRACT .ANY REPAIRS NEEDED WITH SELECT GROUP OR GIVE ANY NEW OWNER SELECT GROUP SPECIAL RATES. MY USUAL RATE FOR REPAIR IS $4196 AN HOUR PER MAN. FOR THIS PROJECT 1 WOULD BE HAPPY TO REDUCE THE RATE TO SJ LOO AN HOUR PER MAN.

AT TODA YS RATE THE CHARGE PER SQUARE (199 SQUARE FEET) OF REPLACEMENT OF SHINGLE IS S2W.00. THIS INCLUDES SUPPING, ALL UNDER LAMENTS NEW SHINGLE AND .ALL DEBRIS REMOVAL

IF I MA YBE OF ANY FURTHER SERKCE, PLEASE DO NOT HESITATE TO CALL

SINCERELY.

MARCH 27,200}

SELECT GROUP PARC HOUSING PROJECT P H A S E 1

ASPHALT MAINTENANCE RESERVES

units 6008,6010,6012,5014,6006 6009.6209.6225 6016,6204,6228,6224,5213.6002,6304 6236,6232,6241,5237 6001,6005,5201,6205,6301,6305,6212 6300,6017,6229,6233.5217,6221,6208 6220,3216

cnase i total

cost of sealcoating cost cf resurfacing ccst of cracX cleaning/filling cost of excavation/repaving

POOR QUALITY ORIGINAL

area of asphalt 155.56 SY 266.67 SY 777.78 SY 444.44 SY

1165.67 SY 1166.67 SY 568.89 SY

4546-67 square yards

S t,20 persy $ /3.00 persy 5 • 0.32 per sf S 70.00 persy

YEARS BETWEEN ScALC GATING/CRACK PILLING ANNUALAMOUNT PER UNfT

YEARS BEFORE RESURFACING/' REPLACEMENT

COST OF EXCAVATION/ REPAYING CF 1% CF AREA EVERY FIVE YEARS AREA RESERVE PER UNIT

ANNUAL RESERVE AMOUNT . PER UNIT

TOTAL RESERVE PER UNIT FOR 35ALCOAT1NG AND REPLACEMENT

/ ^ J ' . . ' V - \

S V2\£QfJj7 •" ' / S 23^56 41/73

15 yr

f * *

S y636.53 *

S 6 . 0 1

4' S 909.33* ^ * S ' ' 8.58

$ 3 3 . U

SELECT GROUP PARC HOUSING PROJECT PHASS2

ASPHALT MAINTENANCE RESERVES

L i n t s -

44-56 ManoRd 60-66 Maine Rd 61-37 Maine Rd 59-65 Maine Rd 3 3 - 4 - 7 M a i n e R d

78-84 Maryland Rd 86-100 Maryland Rd 102-108 Maryland Rd 101-107 Maryland Rd 110-118 Maryland Rd 113-127 Maryland Rd 128-134 Maryland Rd 129-136 Maryland Rd 137-143 Maryland Rd 136-150 MayfeidRd 12-154 Maryland Rd

PHASE 2 total

tttt of aaateoating cost cf resurfacing cast or* crack dearo'ng/flling coot of axtavsttion/repavirtg

area cf aspftatt 577.00 SY 124.00 SY 103.00 SY 94.00 SY

577.00 SY 388.00 SY 554.00 SY 112.00 SY 125X0 SIT 136.00 SY 413.00 SY 100.00 SY 12400 SY 102.00 SY 447X0 SY 115X0 SY

4098.00 square yards

1X0 persy 3X0 persy

. 0.32 per tf 70X0 persy

YEARS BETWEEN SEALCQftTING ANNUAL RESERVE AMOUNT PER UNIT PS? ANNUM

YEARS BETWEEN CRACK-FILLING ANNUAL RESERVE AMOUNT PER UNIT PER ANNUM

YEARS BEFORE RESURFACING ANNUAL RESERVE AMOUNT PER UNTT PER ANNUM

COST OF EXCAVATION/ REPAV1NG 1% OF AREA EVERY FIVE YEARS PER UNIT PER ANNUM

TOTAL RESERVE PER UNIT PER ANNUM FOR SEALCGAT1NG. CRACK- FILLING RESURFACING AND PARTIAL REPLACEMENT

3 yr ^ H 1X39.20 < U 2 A / ^

3 13.44

S %

h 3

S y r

( a p p o s e 2 0 i f c r a c k - f i l l i n g p e r u n i t )

3 Z&sefoo

4.7C

26.39

T V r ^ L 4

04 /17 /2082 0 7 : 5 1 5135629169 AES NGRThEAST PAGE 09

i t

' •

SELECT GROUP PARC HOUSING PROJECT PHASE 2 . j

EXTERIOR TRIM PAINTING RESERVES

QUAD UNITS front and back perch po3ts bade porch dacorafive framing

DUPLEXES front and back porch poata

# of quad buGdings ; - -A of duplex buildings

TOTAL RESERVE AMOUNT

YEARS BETWEEN PAINTINGS

ANNUAL RESERV^ PER UNIT

If, of 8x6 If. of 2x8 l.f. of 2x8 40 S

180 144 $

If. of 6x8 32

23 3

sa,744.ao

3

$23.69

COST PER LF TOTAL $0.65 - $0.86 $0.65

34.Q0 S - S - $ 34,00 $ 1S3.0G ? 122.40 $ 275.40

$ 0,86 $ 27.20

? s i f t

SELECT GROUP PARC HOUSING PROJECT PHASE 1

EXTERIOR TRIM PAINTING RESERVES COST PER LF TOTAL

C1UAD UNITS l.f. Of 6*6 !,f. of 2x6 f.f. of 2x8 50.85 S0.83 $0.85 front and back porcn posts 40 S 34.00 $ . S - $ 34x0 b*ck porch decorative framing 180 144 S - S 153.00 $ 122.40 S275A0

DUPLEXES l.f. of 6X6 S 0.85 front and baek porch posts 40 $ 34.00

% TOTAL RESERVE AMOUNT 56,669.10

YEARS BETWEEN PAINTINGS 3 PER UNIT 520^7 J

84/17/2082 87:51 5185628189 AES NCRTHLAST PAGE 8 3

SELECT GROUP PARC HOUSING PROJECT PHASE 2

FENCE REPLACEMENT RESERVES

unit typo 2 (quad) 3 (quad) 4 (duplex) 5 (duplex)

exterior unit Interior unit fence length fence length # of bldgs total If fence

33 37 40 25 40 0 . 40 0

total

cost of Installed fence

cost of teal replacement

19 9 2 1

2660 1170

160- . 8 0

4070 Rneer feet

7.00 per If

$ 2 8 , 4 9 0 . 0 0

REMAINING USEFUL LIFE j 15 years

ANNUAL RESERVE AMOUNT $ i ,399.33

PER UNIT $ 15.57

" T o *

r . u

SELECT GROUP PARC HOUSING PROJECT PHASE 1

FENCE REPLACEMENT RESERVES

exterior unit interior.unit unit type fence length fence length # o f bldgs total If fence 1 (quad) 39 15 3 •324 2 (quad) - 33 37 11 1540 3 (quad) 40 25 3 390 4 (duplex) 40 0 13 t44Q bldg 2012 (half-quad) 12.5 0 1 ' 2 5

phase 1 total 3719 linear feet

cost of installed fence $ 7.00 per if

cost of teal replacement $26,033.00

REMAINING USEFUL LIFE

ANNUAL RESERVE AMOUNT

PER UNIT

- 15 years

S 1.735.53 •

15.37

Sec t ion 5. "Lo t fs ) " sha i l m e a n and refer to a n y p lo t (s) o f land s h o w n upon

a n y recorded subd i v i s i on m a p o r resubdiv is ion m a p o f the Proper ty , w i th the except ion

o f the C o m m o n A r e a . T h e Lot to be o w n e d by each O w n e r sha l l be the area^shown on

t h e subd iv is ion m a p .

Sec t ion 6. "P roper ty " shal l mean and re fer to tha t cer ta in real proper ty

d e s c r i b e d in S c h e d u l e "A", a n d such addi t ions there to as m a y he rea f te r be brought

w i th in t he ju r isd ic t ion o f t h e Assoc ia t ion .

Sec t ion 7. " O w n e r " shal l mean and refer to the record O w n e r , w h e t h e r it be

o n e or mo re p e r s o n s o r ent i t ies, of a fee s imple tit le to a n y Lot w h i c h is par t o f j h e

Proper ty , inc lud ing con t rac t sel lers, but exc lud ing those hav ing such interest mere l y as

secur i ty fo r the p e r f o r m a n c e o f an obl igat ion.

" A R T I C L E II

P R O P E R T Y R IGHTS

Sec t ion 1. - O w n e r ' s E a s e m e n t of En iovment . Eve ry O w n e r shal l have a right

a n d an e a s e m e n t of e n j o y m e n t to the C o m m o n Area , inc lud ing the right o f ingress and

eg ress to an O w n e r ' s Lot over the C o m m o n Area, w h i c h e a s e m e n t shal l be appur tenan t

to and shal l pass w i th t he title to every Lot, subject to the fo l low ing prov is ions:

(a) the r ight of the Assoc ia t ion , pu rsuan t to its By -Laws , to adop t

ru les a n d regu la t ions gove rn i ng the use of the C o m m o n A r e a and the persona l conduc t

o f the O w n e r s a n d the i r gues ts thereon, and to establ ish pena l t ies for the in f ract ion

thereo f .

(b) the r ight of the Assoc ia t ion to ded i ca te o r t rans fer ail or any

part of the C o m m o n A r e a to any public agency, author i ty , o r util ity fo r such pu rposes

and subject to such cond i t ions as may be agreed upon by t h e O w n e r s approving such

t ransfer . No such ded ica t ion o r t ransfer shall be e f fec t ive u n l e s s an instrument signed

by 7 5 % of each c lass of m e m b e r s , and their mor tgagees , a g r e e i n g to such dedication or

t rans fer has b e e n reco rded .

(c) t he r ight of the individual O w n e r s to t he exc lus ive use of the

d r i veway wh i ch serv ices the i r uni t and any park ing spaces w h i c h m a y be provided for

O w n e r s upon t h e C o m m o n Area .

(d) t h e right o f invitees and bus iness v is i tors o f any Owner for

ingress and eg ress ove r those port ions of the C o m m o n A r e a that lie within private

roadways .

(e) t he right of the Assoc ia t ion to d e s i g n a t e certain portions of

the C o m m o n A r e a as s idewa lks far Owners, their inv i tees a n d bus iness guests.

Sect ion 2. De legat ion of Use. Any Owner m a y d e l e g a t e , in accordance with

the By-Laws, that O w n e r ' s r ight o f en joyment to the C o m m o n A r e a to fami ly members, '

tenants or con t rac t pu rchase rs w h o reside on an Owner ' s Lot .

Sect ion 3. Rights of Associat ion, in a c c o r d a n c e w i th the Certif icate of

Incorporat ion and. w i th respec t to the Common Area o w n e d by the Associat ion, the

Assoc ia t ion shal l have the right:

(a) to p romulgate and enforce r e a s o n a b l e rules and regulations

relat ing to the use, opera t ion , and maintenance of the Assoc ia t i on proper ty , and to levy

f ines for the in f ract ion thereof , in the discret ion of the Assoc ia t i on ; and

(b) to grant easements or rights-of-way, wi th or without

cons iderat ion, to a n y publ ic o r pr ivate utility, cable te lev is ion c o m p a n y , governmenta l

agency or pol i t ical subd iv is ion .

D E C L A R A T I O N

O F C O V E N A N T S , C O N D I T I O N S , EASEMENTS AND R E S T R I C T I O N S

THIS D E C L A R A T I O N , m a d e t h e d a y o f M a y , 2 0 0 1 , b y L A K E C O U N T R Y

DEVELOPMENTS, LLC, a N e w Y o r k l im i ted l iabi l i ty c o m p a n y w i t h its p r i nc i pa l o f f i ce loca ted

at 10 Mary land R o a d , P .O . B o x 3 0 6 6 , P ia t tsburgh, N e w Y o r k 1 2 9 0 1 - 0 2 9 8 (here ina f te r

ca l led "Declarant" ) . _

WHEREAS, D e c l a r a n t is t h e o w n e r of cer ta in real p roper t y in t h e Ci ty o f P ia t t sburgh ,

C l in ton Coun ty , N e w Y o r k , m o r e par t icu lar ly descr ibed in S c h e d u l e "A" a t t a c h e d here to

and wh ich is k n o w n as L a k e C o u n t r y V i l lage a n d w h i c h is b e i n g d e v e l o p e d by the

Dec la ran t as the L a k e C o u n t r y V i l l age H o m e o w n e r s Assoc ia t i on ; a n d

WHEREAS, the D e c l a r a n t w i s h e s to p rov ide for the p r e s e r v a t i o n of t h e v a l u e s and

the amen i t i es in th is c o m m u n i t y a n d for the ma in tenance of t h e b u i l d i n g s a n d the o p e n

spaces and des i res to sub jec t t he real proper ty desc r i bed in S c h e d u l e "A" to the

covenan ts , cond i t i ons , e a s e m e n t s a n d restr ic t ions here ina f te r s e t f o r t h , w h i c h is a n d are

for t he benef i t o f t he P r o p e r t y a n d e a c h O w n e r therein; and

WHEREAS, the D e c l a r a n t has d e e m e d it des i rab le ' fo r " the p r e s e r v a t i o n o f the va lues

and amen i t i es in t h i s ' c o m m u n i t y to c rea te a n Assoc ia t ion t o ' w h i c h s h o u l d b e d e l e g a t e d

the p o w e r to ma in ta in a n d a d m i n i s t e r the Proper ty w i th t h e p o w e r to e n f o r c e the

c o v e n a n t s a n d res t r i c t ions a n d to col lect a n d d isburse the a s s e s s m e n t s a n d c h a r g e s

here ina f te r c rea ted ; a n d

WHEREAS, the D e c l a r a n t has incorpora ted Lake C o u n t r y V i l l a g e H o m e o w n e r s

Assoc ia t i on , Inc., u n d e r t he Not -For -Pror l t Corpora t ion Law of t he S t a t e o f N e w Y o r k for

the p u r p o s e of exe rc i s i ng the a fo resa id funct ions.

N o w , THEREFORE, Dec la ran t hereby dec lares tha t all o f t he rea l estate descr ibed in

S c h e d u l e "A" shal l be he ld, sold, conveyed and occup ied sub jec t to the fol lowing

covenan ts , condi t ions, e a s e m e n t s and restr ic t ions wh i ch a r e fo r the gurpose of

p ro tec t ing the va lue and desi rabi l i ty of, and wh ich shal l run w i t h t he Property, and be

b ind ing on all part ies hav ing a n y right, title or in terest in the P r o p e r t y o r any part thereof,

the i r heirs, successors and ass igns , and wh ich shal l inure to t h e benef i t of each Owner

thereof .

A R T I C L E I . _ •

DEFINITIONS

Sect ion 1. "Assoc ia t ion" shall mean a n d refer to L a k e Country Vil lage

H o m e o w n e r s Assoc ia t ion, Inc., its successors and ass igns.

Sect ion 2. " C o m m o n Area" shall m e a n all real p roper t y owned by the

Assoc ia t i on for the c o m m o n use and en joyment of the O w n e r s . T h e Common Area

shal l be conveyed to the Assoc ia t ion prior to the c o n v e y a n c e o f the first unit in this

project. T h e C o m m o n Area shal l be compr ised of all o f the P rope r t y but excluding the

Lots. ' - -

Sect ion 3. "Dec larant " shall mean and refer to L a k e Coun t r y Developments,

LLC, its successors and ass igns if such successor or ass ign shal l acquire more than

one undeve loped Lot f rom Dec larant for the purpose o f d e v e l o p m e n t .

Sect ion 4. "Dec lara t ion" shall mean and refer to this Declarat ion of

Covenan ts , Condi t ions, Easemen ts and Restr ict ions as it m a y be f rom time to time be

a m e n d e d or ex tended as p rov ided herein.

ARTICLE I I I

EASEMENTS

Sect ion 1. E a s e m e n t s for Utilities. A n E a s e m e n t is h e r e b y gran ted to the

Assoc ia t ion and to ai l uti l i ty c o m p a n i e s over and th rough t h e Lo ts fo r the pu rpose of

main ta in ing, repa i r ing a n d rep lac ing gas lines, e lectr ic , a n d c a b l e T V and te lephone

w i res wh i ch c o n n e c t a n d pass th rough Units and wh i ch c o n n e c t to bo i le r rooms and gas

meters . Dec la ran t - reserves the right to grant e a s e m e n t s , bo th t empora ry and

pe rmanen t , to al l pub l i c author i t ies and utility compan ies o v e r a n y par t o f the Property

unti l c los ing has occu r red on the last Lot, in the Proper ty , o r t he last Lot in the overal l

Pro jec t if Add i t iona l Proper t ies are bought within the Assoc ia t i on b y t h e Dec larant as set

forth in Art ic le X hereof . Howeve r , any such e a s e m e n t sha l l b e loca ted wi th in the

C o m m o n Area.

Sect ion 2. Assoc ia t i on Easements. An e a s e m e n t is h e r e b y . g r a n t e d to the

Assoc ia t ion , its of f icers, agen ts , and employees, i nc lud ing e m p l o y e e s o f a n y '

m a n a g e m e n t c o m p a n y hav ing a contract with the Assoc ia t ion , o v e r al l o f the C o m m o n

Area , to per fo rm the dut ies of maintenance* and repair to the C o m m o n A r e a and to the

exter ior o f the bu i ld ings , to m a i n t a i n ' a n y utilities for w h i c h a n e a s e m e n t has been

gran ted and to p reven t d a m a g e to the Common Area. An e a s e m e n t is he reby reserved

to Dec larant , its inv i tees and gues ts to enter the C o m m o n A r e a d u r i n g the per iod of

const ruc t ion a n d sa le of the Proper ty to show the Lots for s a l e a n d to mainta in the £

C o m m o n Area a n d to per fo rm such ooerat icns as in the sole o p i n i o n of Declarant may

be reasonab ly requ i red , conven ien t or incidental to the cons t r uc t i on a n d sale of Lots,

inc lud ing, w i thou t l imi tat ion, a bus iness office, sales of f ice, s t o r a g e a rea , construct ion

yard, s igns a n d m o d e l units, prov ided that this d o e s not u n r e a s o n a b l y obst ruc t access

by O w n e r s in the Assoc ia t ion.

A R T I C L E I V

M E M B E R S H I P A N D V O T I N G R I G H T S

Sect ion 1. Membersh ip . Every O w n e r o f a Lot w h i c h is sub jec t to this

Dec lara t ion a n d to assessmen t by the Assoc ia t i on sha l l be a m e m b e r of the

Assoc ia t ion . Membersh ip shal l be appur tenant to a n d m a y no t be separa ted f rom

ownersh ip o f any Lot which is subject to a s s e s s m e n t

Sec t ion 2. Vot ing Rights. T h e Assoc ia t ion shal l have t w o c lasses of vot ing

membersh ip . C lass A members shal l be all m e m b e r s w i th t h e except ion of the

Declarant , a n d any other person or entity wh ich acqu i res tit le to all or a ' subs tan t ia l

port ion of the Proper ty for the purpose of deve lop ing t he reon a res ident ia l communi ty .

Each Class A m e m b e r shall be enti t led to only o n e vo te regard less of the number of

Lois owned . W h e n more than one (1) person ho lds an interest in any one Lo*, such

persons toge the r shal l const i tute an organizat ion w h i c h shal l be o n e m e m b e r enti t led to

cast one vo te . T h e vo te for such Lot shall be exerc i sed as the pe rsons w h o const i tute

the o rgan iza t ion shal l among themse lves determine, but in no even t shal l more than

one vote be cast w i th respect to any one Lot. E a c h pe rson w h o is a par t of such

organ iza t ion shal l several ly be enti t led to the o the r r ights and sub jec t to the other

ob l igat ions o f membersh ip . Class 3 members shad be the Dec la ran t or its successors

or ass igns , a n d the Declarant shall be enti t led to o n e vo te for each Lot owned . The

Class B m e m b e r s h i p shall cease and be conver ted into C lass A membersh ip on

January 1, 2 0 0 3 , o r when ail of the Lots within the Assoc ia t i on have c losed and record

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title t rans fe r red , w h i c h e v e r is eari ier, unless this d a t e has b e e n e x t e n d e d because the

Dec la ran t has b r o u g h t wi th in the Assoc iat ion Add i t i ona l P roper t i es as set for th in

Art ic le X hereo f . P r i o r to such date, as it may be e x t e n d e d , C l a s s A members shal l not

be ent i t led to v o t e fo r m e m b e r s h i p on the Board o f D i rec to rs .

A R T I C L E V

C O V E N A N T FOR A S S E S S M E N T S

Sec t ion 1. Crea t ion o f the Lien and P e r s o n a l Ob l i ga t i on for Assessmen ts .

Each O w n e r o f a Lot b y accep tance of a deed for s u c h Lot , w h e t h e r o r not it shal l be so

expressed in s u c h d e e d , is d e e m e d to covenant a n d a g r e e s to p a y as of the da te of

t rans fer of t i t le to t h e Owner , annual ma in tenance a s s e s s m e n t s o r . c h a r g e s , such

a s s e s s m e n t s to be es tab l i shed and col lected as he re i na f t e r p rov ided . The annua!

ma in tenance a s s e s s m e n t s , together with interest, cos ts a n d r e a s o n a b l e at torneys ' fees,

shail a lso be t he p e r s o n a l obl igat ion of the person w h o w a s the O w n e r of such Lot at

the t ime w h e n t he a s s e s s m e n t feil due. T h e pe rsona l ob l i ga t ion for de l inquent

a s s e s s m e n t s sha l l no t pass to successors in title un less e x p r e s s l y a s s u m e d by them,

a l though the l ien fo r a n y unpa id assessments shal l r e m a i n a l i en - aga ins t the Lot , -as set

forth in Ar t ic le V , S e c t i o n 4 hereof . .

Sec t ion 2. Ra te of Assessment . M a i n t e n a n c e a s s e s s m e n t s shal l be f ixed at

a un i fo rm rate fo r al l Lo ts . Once assessments have been, es tab l i shed , dur ing the per iod

the Dec la ran t o w n s m o r e than forty-nine percent ( 4 9 % ) o f t he Lots , the ma in tenance

a s s e s s m e n t sha l l not be raised more than f i f teen pe rcen t ( 1 5 % ) a b o v e the prior year 's

a s s e s s m e n t e x c e p t tha t an increase may be c u m u l a t i v e to t he ex ten t of the unused

port ion o f the p r e v i o u s year or years' increases and the f i f teen p e r c e n t (15%) m a x i m u m

annua l i nc rease .

Sec t ion 3. D u e Da tes for Annual Assessmen t . T h e B o a r d o f Directors shall

fix t he a m o u n t o f the annua l assessmen t against e a c h Lot at l eas t for ty - f ive (45) days in

a d v a n c e of t he start o f the Assoc ia t ion 's fiscal year . Wr i t t en no t i ce o f the annual

a s s e s s m e n t sha l l be sent to eve r y Owner subject there to . U n l e s s t he Boa rd otherwise

prov ides, one- twe l f th (1/12th) o f the annual ma in tenance a s s e s s m e n t shal l be due on

the first day o f each month . T h e Associat ion o r the M a n a g i n g A g e n t shall, upon

d e m a n d , and for a reasonab le charge, furnish a cer t i f icate s i gned by a n off icer of the

Assoc ia t ion o r the Manag ing Agen t setting for th whe the r t he a s s e s s m e n t s on a

spec i f ied Lot have been paid. Each Owner shall pay a p ro ra ted s h a r e of one-twelfth

(1/12) o f the mon th ly a s s e s s m e n t at the t ime of accep tance o f the d e e d .

Sec t ion 4. Ef fect o f Nonpayment of A s s e s s m e n t a n d R e m e d i e s of the

Assoc ia t ion. A n y assessmen t not paid within thir ty (30) days a f te r t h e d u e date shall

b e c o m e a l ien aga ins t that Lot, and shall 'bear in terest f r om the d u e da te at the legal

rate. T h e Assoc ia t i on may br ing an action at law aga ins t the Dec la ran t or Owner

personal ly ob l iga ted to pay the same , or may fo rec lose the l ien aga ins t t he Lot, and late

charges , in terest , costs and reasonab le attorneys' fees fo r any such act ion shall be

added to the a m o u n t owing. Each Owner, , by accep tance o f a., d e e d to a Lot, hereby

express ly ves ts in the Assoc ia t ion the right and p o w e r to br ing all ac t ions against such

O w n e r persona l ly for the co l lec t ion of each charge, and to en fo rce the a fo resa id lien by

all me thods ava i lab le for the en fo rcement of such l iens, inc lud ing fo rec losure by an

act ion brought in the name of t he Associat ion in a l ike m a n n e r as a m o r t g a g e lien

real proper ty , a n d such O w n e r he reby expressly grants to the Assoc ia t i on the power of

sale in connec t ion wi th such l ien. The lien provided for in this Sec t ion shal l be in favor

of the Assoc ia t ion and shall be for the benefit of all Owne rs . T h e Assoc ia t i on , acting on

-8-

behai f o f the O w n e r s , sha i l h a v e the power to bid fo r an i n te res t f o rec losed at a

fo rec losure sa le a n d m a y acqu i re such interest to hold, lease, m o r t g a g e o r convey the t

same. No O w n e r m a y w a i v e o r o therwise escape liabil ity fo r t h e a s s e s s m e n t s prov ided

for here in by n o n - u s e o f the C o m m o n Area or abandonmen t o f t he Lot .

Sect ion 5. Subo rd i na t i on of the Lien to M o r t g a g e s . T h e l ien o f the

a s s e s s m e n t p rov i ded fo r here in shal l be subordinate to the l ien o f a n y f i rs t m o r t g a g e on f

a Lot. Sa le o r t r ans fe r o f a n y Lo t shall not affect the l ien. H o w e v e r , t h e sa le o r t ransfer

of any Lot p u r s u a n t to m o r t g a g e foreclosure- shal l ex t i ngu i sh t he l ien -of such jjr

assessmen t as to p a y m e n t s w h i c h became due pr ior to such sa le o r t rans fe r . No sale

o r t ransfer shal l r e l i eve such Lot f rom liability for any a s s e s s m e n t s t h e r e a f t e r becoming

due or f rom the l ien t he reon .

Sect ion 6. . Spec ia l Assessments . Specia l a s s e s s m e n t s m a y be lev ied by a

vote of two- th i rds (2/13) o f bo th Class A members and Class B m e m b e r s .

• A R T I C L E v i

j C O M M O N A R E A M A I N T E N A N C E ! Sect ion 1. i C o m m o n Area Maintenance. • .. T h e ^ A s ' s o c i a t i o n , W a s ' - d e e m e d

I - • . v . necessary in the e x e r c i s e o f its reasonable judgment , s h a l l - k e e p "in g o o d repair and-•

r

shal l main ta in the C o m m o n Area, . ' the 'bu i ld ing roofs and bu i ld ing " ex te r io rs , and ail

l andscaped areas in g o o d repai r , and shal l ' r epa i / and -Tep lace ' t he -gas p ipe l i nes ' wi th in

the inter ior wal ls o f Jn i ts . r ;

T h e Dec la ran t sha l l ma in ta in , repair and " rep lace ail p ipes , w i r es a n d condui ts j

located in the C o m m o n A r e a for which a utility c o m p a n y o f o the r en t i ty is net

respons ib le . The A s s o c i a t i o n shal l also be' responsible for p r o p e r m a i n t e n a n c e of all

sh rubbe ry , t rees, and o ther plant ings instal led by t h e A s s o c i a t i o n wi th in the C o m m o n

A rea . T h e Assoc ia t i on shal l be responsib le for ma in ta in i ng in g o o d repair the wa lkways,

d r i veways , cu l -de-sacs and pr ivate roads located w i th in the C o m m o n Area. ^

N o p lan t ings o r a l terat ions may be m a d e to t h e C o m m o n A r e a by an indiv idual

O w n e r , inc lud ing t he cut t ing or pruning of t rees o r s h r u b s in such C o m m o n Area (even if

b r a n c h e s or roots ove rhang or enter upon an O w n e r ' s Lot) , e x c e p t wi th the express

wr i t ten c o n s e n t o f the Board of Directors of the Assoc ia t i on .

Sec t i on 2. Repai rs and Maintenance W h i c h A r e Not t h e Responsibi l i ty of the

Assoc ia t ion . A n y ma in tenance, repair, or r e p l a c e m e n t n e c e s s a r y to preserve the

a p p e a r a n c e and va lue of t he Property but wh ich is o c c a s i o n e d b y a negl igent or wil l ful

act o r o m i s s i o n of an O w n e r ( including any fami ly m e m b e r , t enan t , guest or invitee of

the O w n e r ) or the Declarant shall be made at the cos t and e x p e n s e of such Owner or

the Dec la ran t , as the case may be. If such m a i n t e n a n c e , repa i r , or replacement is

pe r f o rmed by the Assoc ia t ion, it shall not be regarded as a c o m m o n expense, but rather '

shal l be cons ide red an expense attr ibutable to the speci f ic Lot a n d such cost shall be

added to that Owner ' s assessmen t and shall cons t i tu te a l ien o n the Lot to secure the

p a y m e n t thereo f . Ma in tenance of t h e ' L o t and t h e inter ior "of t h e unit, including all

p l umb ing and H V A C mechanica ls , shall not be p rov ided by the Assoc ia t ion , and shal l

be the responsib i l i ty of the Lot Owner, and shal l be pe r f o rmed by each Owner in a

p rudent m a n n e r so as not to cause damage to ad j acen t uni ts.

A R T I C L E VII •

. R E N T A L OF U N I T S r

Sec t ion 1. Ren t i ng o f Uni ts. Lots iri th is A s s o c i a t i o n m a y b e rented to an

indiv idual o r i nd i v i dua l s but s u c h rental must be fo r a m i n i m u m pe r i od o f 3 0 days . A n

O w n e r o f a Lot w h o en te rs into such a rental a g r e e m e n t sha l l p r o v i d e no t i ce the reo f to • • f

the Assoc ia t ion p r i o r to the T e n a n t tak ing occupancy . H o w e v e r , a n O w n e r is prohib i ted i.

f rom rent ing his Lo t f o r a "period, o f two (2) years" f r o m The da te t h e O w n e r takes record £ "

t i t le to the Lot. ! l>

A n y tenan t o f a n O w n e r w h o conducts hirr iself in such a. r r ianr ier as to be a

nu isance to the o t h e r O w n e r s in the Associat ion or w h o - d o e s riot a b i d e by t he rules and i

regu la t ions o f t he A s s o c i a t i o n m a y have their lease w i th a n - O w n e r t e rm ina ted by the c

Assoc ia t ion upon n o L less than ten (10) days not ice to t he O w n e r a n d the Owner ' s

tenant .

I A R T I C L E V I LI » - -

A L T E R A T I O N OF U N I T S A N D R E S T R I C T I O N S O N T H E U S E OF. U N I T S - ; ' : *

Sect ion 1. ^ i t e r a t i o n to Improvements •V.-. NO- ex te r io r al terat ion;- ' .addit ion, or ft

modi f ica t ion to t h e buiJdings, including" windows, ex ter io r doo rs a n d garage- .doors , m a y ft

be m a d e by an O w n e r - o r his successo r wi thout first ob ta in ing t he pr ior w r i t t en app rova l i*

of the Board of D i r ec to r s wh ich , in its discret ion, may requ i re such r e a s o n a b l e p lans and.

spec i f icat ions b e f o r e rev iew ing a n y such request for a l terat ion. i r.

Sect ion 2. Adve r t i s i ng and Sicns. Except for s igns e r e c t e d b y o r w i th the

permiss ion o f the D e c l a r a n t in connect ion with the init ial d e v e l o p m e n t a n d sa le o f Lots , i

no addi t iona l s ign o r o t h e r adver t i s ing device of any na tu re shal l be p laced fo r d i sp lay to

-11-

t he pub l ic on any Lot o r o the r por t ion o f the Property, excep t t e m p o r a r y s igns placed in

bu i ld ing w indows adver t i s ing the proper ty for sale .

Sect ion 3. An ima ls ' I nc lud ing Birds and Insects. N o a n i m a l s o f an^k ind shall

be ra ised, bred o r kep t in any unit or lot except that d o g s and cats (or other

domes t i ca ted h o u s e h o l d an ima ls may be kept inside the unit, p r o v i d e d that they are not

kep t , b red or ma in ta ined fo r commerc ia l purposes. T h e B o a r d o f Directors may set

reasonab le rules a n d regu la t ions regarding pets. T h e B o a r d o f Directors o f the

Assoc ia t i on may, f r o m t ime to t ime, (i) impose reasonable ru les a n d regulat ions sett ing

for th the type and n u m b e r o f an imals , including birds, rep t i les and insects and (ii)

proh ib i t certain t ypes o f an imals , including birds, rept i les o r insects entirely.

Notw i ths tand ing the above , t he Board of Directors of the A s s o c i a t i o n shal l have the right

to requ i re any O w n e r (or a n y tenant of any Owner , or any f am i l y m e m b e r or guest of

any O w n e r or tenant ) to d i s p o s e of any animal, inc luding b i rds, repi t les or insects, if, in

the op in ion of the 8 o a r d of Di rectors , act ing in its sole d iscre t ion , such an imal is creat ing

a nu i sance because , but not l imi ted to, the Owner does not c l e a n up af ter the animal ,

the an ima l is too no isy , or the an imal is not leashed or p rope r l y contro l led, or if the

an ima l could pose a threat to the health or safety o f the Assoc ia t i on members..•; .

Sect ion 4. P lant ings. Screening and Fences. A n y plant ings, fence

enc losures , or wal ls init ially deve loped on a Lot or o ther por t ion o f t h e Proper ty shall not

be r e m o v e d , rep laced or repa in ted or al tered as to color with o t h e r than a simi lar type

of p lant ing, fence, o r wal l except with the permiss ion of the B o a r d of Directors or the

Arch i tec tura l Commi t t ee if o n e has been appointed. Except for t he forego ing, no fence,

wal l , o r p lant ing ou ts ide of the foundat ion of a unit, except for t he ex is t ing fenced back

yard w h i c h lies ou ts ide of the foundat ion, of any kind shal l b e p lan ted, instal led, or

-13-

Sec t ion 11. C o m m e r c i a l a n d Pro fess iona l Ac t i v i t y on Proper ty . N o who lesa le

or retai l bus iness , inc lud ing any sa lon , s tud io , - labora tory , h o m e indust ry , o r med ica l or

den ta l of f ice, shal l b e c o n d u c t e d in o r on a n y Lot o r o the r por t ion o f t he Proper ty , except

(i) by the Dec la ran t in con junc t i on w i th the initial cons t ruc t i on , d e v e l o p m e n t , lease and

sa le o f Lots and (ii) t he conduc t i ng o f bus iness by t e l e p h o n e or in ternet . T h i s restr ict ion

is no t in tended to p rec lude the ope ra t i on o f an i n - h o m e o f f i ce fo r p u r p o s e s o ther than

t h o s e set for th above .

Sec t ion 12. Ou ts i de S to rage . Outs ide s to rage or pa rk i ng o f c o m m e r c i a l or

rec rea t iona l veh ic les , [ camper bod ies , boats , and t ra i lers sha l l be p roh ib i ted e x c e p t as

m a y be o therw ise permi t ted by t he Assoc ia t ion 's Boa rd o f D i rec tors , (un less prohib i ted

a l t oge the r by the app l i cab le z o n i n g requ i rements) .

Sec t ion 13. O u t d o o r Repa i r Work . With respec t to a Lot o r o ther por t ion o f the

P roper t y to wh ich t i t le has been t rans fe r red by the Dec la ran t , no wo rk o n any motor

veh ic les , boats, or mach ines c f a n y k ind shal l be pe rm i t ted ou tdoo rs on t h e Property , '

e x c e p t wi th the consen t of the Boa rd of Directors.

Sec t ion 14. Overs ized . Commerc ia l , of Un l i censed Veh ic les . Un less used in

connec t i on wi th the const ruc t ion o r sale o f Lots~by the Declarant," o n f i a i n t e n a r i c e o f the

Proper ty , o r un less o the rw ise consen ted to by the Board o f D i rec tors , the fo l l ow ing shal l

not be permi t ted to ren ja in overn igh t on the Proper ty :

(a) commerc i a l veh ic les of a w e i g h t of o n e and a ha l f (1-1/2)

tons o r mo re

(b) un l i censed or inoperat ive moto r veh ic les of any hype.

Sect ion 15. C lo thes l ines . No outdoor d ry ing o r a i r ing o f any clothing or

bedd ing shal l be permi t ted o n the Property un less au tho r i zed by t h e Board o f Directors

o r the Arch i tec tura l Commi t t ee .

Sect ion 16. Poo ls . N o inground or above g r o u n d poo l shal l be permitted

a n y w h e r e on the Proper ty .

A R T I C L E I X

I N S U R A N C E A N D C A S U A L T Y D A M A G E

Sect ion 1 Fire a n d Casua l ty Insurance. T h e A s s o c i a t i o n wil l obtain" and

main ta in in force a n d e f fec t a po l icy of fire and o ther casua l ty i nsu rance , in an amount,

and wi th such cove rage , as are acceptab le to the Assoc ia t i on , a n d with coverage

a d e q u a t e to cover the full rep lacement cost of any repair or recons t ruc t ion work on ail

the bui ld ings on the Proper ty . A n annual evaluat ion shal l be m a d e by the 8oard of

Di rectors to de te rm ine the a d e q u a c y of the insurance. Each O w n e r wil l be issued a

cert i f icate f rom the mas te r pol icy which will indicate the a m o u n t o f coverage on an

Owner ' s unit and wil l n a m e the Owner and the Assoc ia t ion as the insured. The

p r e m i u m for this casua l ty insurance shal l ' be billed- to. the Assoc ia t i on and the cost

thereo f shal l be inc luded in the annua l assessment to the O w n e r s .

In the event of damage or dest ruct ion by f ire or other casualty

insured against to any uni t of the Owner , the Assoc iat ion shal l rece ive the proceeds of

such insurance, and m a k e such proceeds avai lable to the O w n e r for repair or

rep lacement of the Owner ' s unit. The Owner shall, upon rece ip t o f not i f icat ion of the

avai labi l i ty o f ' i nsu rance p roceeds , repair or rebuild such d a m a g e d or des t royed portions

of the exter ior of the Owner ' s unit in a good workmanl ike m a n n e r substant ia l ly the same

-133-

erec ted u p o n a Lo t o r o ther port ion of the P r o p e r t y un less a p p r o v e d by the Boa rd o f

D i rec tors o r t he Arch i tec tu ra l Commit tee if o n e h a s b e e n appo in ted . Notwi ths tand ing

the f o rego ing , no f ence , wal l , o r planting shal l be m a i n t a i n e d so as to obstruct /s ight l ines

fo r v e h i c u l a r t ra f f ic .

. S e c t i o n 5. G a r b a g e and Refuse D isposa l . Excep t ' fo r bui lding mater ia ls

dur ing t he c o u r s e o f const ruc t ion or repair o f a n y a p p r o v e d improvemen ts , "no l umbe r , "

meta ls , bu lk mate r ia l s , w o o d piles, rubbish, re fuse , g a r b a g e , t rash o r other w a s t e

mater ia l (air o f w h i c h are referred to here inaf ter a s "Trash" ) shal l be kep t / s tored, o r

a l lowed to a c c u m u l a t e outdoors . All such t rash sha l l b e kept w i th in the Owner 's g a r a g e

or the O w n e r ' s Lot. T rash containers may be p l a c e d in the o p e n wi th in 24 hours o f a

s c h e d u l e d p ick -up , at such p lace ' des ignated b y t he Board ' o f Directors 'or t he

Arch i tec tu ra l C o m m i t t e e so as to provide access to p e r s o n s m a k i n g such pick-up. ' T h e

Board o f D i rec to rs o r the Architectural C o m m i t t e e m a y , in its d iscret ion, adopt and

p romu lga te r e a s o n a b l e rules and regulations re la t ing to size, shape , color and t ype o f '

con ta iners pe rm i t t ed and the manner of s to rage o f t h e s a m e on any port ion o f the

Proper ty . - •

S e c t i o n 6. No A b o v e Sur face-Ut i l i t ies-Wi thout Approval.... Except for electric.;.,

t r ans fo rmers a n d connec t i ng terminals, and py lons e r e c t e d by cab lev is ion or t e lephone

c o m p a n i e s , no n e w faci l i t ies, including wi thout l im i ta t ion , po les and wires for the t

t r ansm iss ion o f e lect r ic i ty or te lephone messages , a n d wa te r , gas , -san i ta ry , and s to rm

sewer d r a i n a g e p ipes and condui ts shall be p laced o r ma in ta i ned above the sur face of

the g r o u n d on a n y por t ion of the Property wi thout t h e p r io r wr i t ten approva l of the Board

of D i rec to rs o r t he Arch i tec tura l Committee.

-13-

Section 7. Noxious or Offensive Activities. No noxious or offensive activity

shail be carried out upon arty portion of the Property, nor shall anything be done thereon

that may be or become a nuisance or annoyance in the a rea or to the residents or

Owners thereof. The emission of smoke, soot, fly ash, dust, fumes, herbicides,

insecticides, and other types of air pollution or radioactive emissions or electro-magnetic

radiation disturbances, shail be controlled so as not to (i) be detrimental to or endanger

the public health, safety, comfort, or welfare, (ii) be injurious to property, vegetation, or

animals, (iii) adversely affect property values or otherwise produce a public nuisance or

hazard, or (iv) violate any applicable zoning regulation or other governmental law,

ordinance, or code.

Sec t ion 8. Dwel l ing in Other Than Resident ia l Units. N o temporary building,

trailer, rec rea t iona l vehic le , basement, tent, shack, Bam, ou tbu i l d ing , shed, garage, or

bui lding in the cou rse of construct ion, or other t empo ra ry s t ruc tu re shall be used,

temporar i ly o r permanent l y , as a dwell ing on any Lot or o the r po r t i on of the Property '

except w i th the consen t of the Board of Directors.

Sec t ion 9. Te lev is ion anc Radio Antennas. No o u t s i d e televis ion or radio

antennas, no r a n y satel l i te d ish or disc, shal l be 'e rec ted 'on- any Lo t o r other portion or"

the Proper ty e x c e p t with the consent of the- Board o f D i rec tors o r the Architectural

Commi t tee .

Sect ion 10. Resident ia l Use Oniv. Except as p rov ided in Sec t ion 11 below,

the Proper ty sha l l be used only fcr residential purposes and p u r p o s e s incidental a rc

accessory the re to except that so long as the Declarant ho lds for sale any Let on the

Property, the Dec la ran t may use one cr mere Lets c r o ther por t ions o f the Property fcr

mcce i h o m e s a n d / o r a real es ta te office.

as the o r i g ina l p l a n s a n d spec i f i ca t ions of sa id p r o p e r t y . If t h e O w n e r re fuses or fai ls to

repa i r o r rebu i ld the ex te r io r o f the unit w i th in. Th i r t y ( 30 ) d a y s , t h e Assoc ia t i on m a y

repa i r o r rebu i l d s u c h exter ior , pay ing for the s a m e f r o m t h e i n s u r a n c e p roceeds , a n d

shal l d e l i v e r t o t h e O w n e r a n y e x c e s s insurance p r o c e e d s .

If the i n s u r a n c e p roceeds a r e i nsu f f i c i en t to c o m p l e t e the repai rs ,

the O w n e r is r e q u i r e d to r e i m b u r s e the A s s o c i a t i o n f o r t h e c o s t o f such repa i r o r

r e c o n s t r u c t i o n / a n d t h e A s s o c i a t i o n has a l ien o n t h e O w n e r ' s L o t to secure such

r e i m b u r s e m e n t . T h e l ien is en fo r ceab le in the s a m e m a n n e r a s t h e l ien for annua l

a s s e s s m e n t s . ' -

S e c t i o n 2. ' L iabi l i ty ' nsu rance . T h e A s s o c i a t i o n sha l l o b t a i n a n d keep in full

fo rce a n d e f f ec t a po l icy of g e n e r a l l iabil ity i n s u r a n c e o n t h e C o m m o n A rea . T h e

p r e m i u m for th is i n s u r a n c e shal l be bi l led to the A s s o c i a t i o n a n d t h e cos t the reo f shal l

be i nc l uded in t h e a n n u a l a s s e s s m e n t to the O w n e r s .

E a c h O w n e r shou ld m a i n t a i n a po l icy c o v e r i n g the i r con ten ts ,

pe rsona l p r o p e r t y a n d for l iabi l i ty for injury o c c a s i o n e d to p e r s o n s o n an Owner ' s

p roper ty . T h e i n s u r a n c e m a i n t a i n e d by the A s s o c i a t i o n wi l l no t c o v e r an Owner ' s

pe rsona l p r o p e r t y n o r wi l l it i nsu re for an Owner ' s p e r s o n a l l iabi l i ty.

A R T I C L E X

A D D I T I O N A L P R O P E R T Y S U B J E C T TO T H I S D E C L A R A T I O N

S e c t i o n 1. Add i t i ons to" the Procer tv bv the Dec la ran t . Dec la ran t , its

s u c c e s s o r s o r a s s i g n s , shal l h a v e the so ie and a b s o l u t e right, w i t h o u t t h e n e e d for the

c o n s e n t of t h e m e m b e r s of the Assoc ia t i on , for a p e r i o d o f f i f teen (15 ) yea rs fo l lowing

the d a t e this i n s t r u m e n t is f i led in the Cl inton C o u n t y C le rk ' s O f f i ce , to b r ing wi th in the

s c h e m e of th is Dec lara t ion addi t ional Propert ies to b e d e v e l o p e d substant ia l ly similar to • .V ' J

the Proper ty con ta ined here in (hereinafter re fer red to a s Add i t iona l Properties).

Howeve r , ne i ther Dec larant nor its successors a n d ass igns sha l l be bound to make

such addi t ions. Such addi t ions shal l be made by the Dec la ran t f i l ing in the Clinton

Coun ty Clerk 's Of f ice a Supp lemen ta l Declarat ion w i th r espec t to the Addit ional

Proper t ies , w h i c h shal l ex tend the scheme of this Dec la ra t ion to s u c h Propert ies. Such

Supp lemen ta l Dec lara t ion m a y conta in addit ions and mod i f i ca t ions to the covenants

and restr ict ions conta ined in this Declarat ion so long as they a re not inconsistent with

the s c h e m e o f th is Declarat ion.

Sect ion 2. Add i t ions to the Property bv the Assoc ia t i on . Annexat ion of

addi t ional p roper ty by other than the Declarant shal l requi re t he assen t of two-thirds of

both c lasses o f m e m b e r s at a meet ing duly cal led for this p u r p o s e on the same notice

and in the s a m e manne r as is requi red for meet ings and vo t ing by t he By-Laws.

Sect ion 3. New Lots f rom the Common Area . T h e Dec la ran t shall have '

the sole and abso lu te right to create new and addi t ional Lots f r om the C o m m o n Area for

sale to third par ty purchasers upon receiving any and all mun ic ipa l approvals that may

be necessary to c reate such N e w Lots ("New Lots"). In such even t , that port ion of the

C o m m o n Area wh i ch will compr i se the New Lots wi l l be c o n v e y e d to the Declarant for

no cons idera t ion upon request by the Dec la ran t T h e .Dec la ran t shal l pay all of the

c los ing costs in connec t ion w i th such conveyance.

A R T I C L E X I

G E N E R A L P R O V I S I O N S

Sec t i on 1. Durat ion and A m e n d m e n t . T h e covenan t s a n d restr ic t ions o f this

Dec la ra t ion sha i l run wi th and b ind the land, a n d sha l l inure to t he benef i t o f a n d be

en fo r ceab le by t he Assoc ia t ion, o r the Owne rs o f a n y land sub jec t to th is Dec larat ion,

thei r r espec t i ve heirs, successors and ass igns fo r a per iod o f 30 yea rs f r om the da te this

Dec la ra t ion is recorded, af ter wh ich t ime the c o v e n a n t s a n d restr ic t ions shal l be

au tomat i ca l l y e x t e n d e d for success ive per iods o f t en yea rs each , un less a n Ins t rument

s igned by seven ty - f i ve percent (75%) o f the t h e n O w n e r s o f the L o t s - h a s been

recorded , a g r e e i n g to change sa id covenants and restr ic t ions, in w h o l e o r in part. This

Dec la ra t ion m a y be a m e n d e d dur ing the f irst 30 -yea r per iod by a n Ins t rument s igned by

not less t h a n 90 percent of the then Owners of the Lots , a n d the rea f te r by a n Ins t rument

s igned by no t less than 75 percent o f the then O w n e r s o f the Lots . A n y a m e n d m e n t

must be r e c o r d e d in the Cl inton County Clerk 's O f f i ce to be ef fect ive.

Sec t i on 2. Severabi l i ty. Inval idat ion o f a n y one o f these covenan ts or

restr ic t ions by j u d g m e n t or cour t o rder shail in no w a y a f fec t any "other pro v is ions,"which

shal l r ema in in ful l fo rce and effect.

Sec t i on 3. Enforcement . The Assoc ia t ion , o r a n y Owner , shall h a v e the right i - •

to en fo rce by a n y proceeding at law or in equi ty all rest r ic t ions, cond i t ions, covenants ,

r e s e r / a t i o n s , l iens and charges now or hereaf ter i m p o s e d by the prov is ions of this

Dec lara t ion . Fa i lu re by the Assoc ia t ion or by any O w n e r to en fo rce any covenan t or

restr ic t ion he re i n conta ined shail in nc event be d e e m e d a wa i ve r of the right to do so

thereaf ter .

-19-

IN W I T N E S S W H E R E O F , t he unders igned , be ing the Dec la ran t here in , has hereunto

set its hand and sea l this d a y o f , 2001 .

L A K E C O U N T R Y D E V E L O P M E N T S , L L C

By: G . B R E N T T Y N A N , P R E S I D E N T

S T A T E OF N E W Y O R K ) C O U N T Y OF C L I N T O N ) ss:

O n this d a y of , in the yea r 2001, be fo re me , the unders igned, a Notary Publ ic in and for said Sta te , personal ly appea red G . B R E N T T Y N A N , personal ly k n o w n to me or p roved to m e on the bas is of sat is factory e v i d e n c e to be the individual w h o s e name is subscr ibed to t he wi th in ins t rument and a c k n o w l e d g e d to m e that he execu ted the s a m e in his capac i ty , a n d that by his s ignature on the ins t rument , the ind iv idual , or the person upon beha l f of wh ich the ind iv idual ac ted , execu ted the ins t rument .

Notary Publ ic

Legal Description Phase I Perimeter Boundary

A L L T H A T C E R T A I N P IECE OR PARCEL OF L A N D being part of the former Plattsburgh Air Force Base located both in the City of Plattsburgh and the Town of Plattsburgh, County of Clinton, "State of New York, being more particularly described as fol lows (the fol lowing descript ion is based upon a survey map enti t led LAKE COUNTRY V ILLAGE P L A N N E D UNIT DEVELOPMENT, FORMER P L A T T S B U R G H AIR FORCE B A S E H O U S I N G R E D E V E L O P M E N T PROJECT, P H A S E I PLAN, prepared by AES Northeast , PLLC, Scott B. Allen, LS, drawing originally completed March 27, 2000, last revised Apri l 20, 2000, Sheet 3 of 5, Job #2465). „. /

BEGINNING A T A POINT in the westerly bounds of U.S. A v e n u e which point is the northeasterly c o m e r of lands now or formerly of Agway Petroleum Corporat ion by virtue of a deed dated February 7, 1986 recorded in the Clinton County Clerk's Office on March 13, 1986 in Deed Vo lume 660 at page 317;

Thence South 85°55 '02"West along the northerly bounds of said lands of Agway 300.74 feet to the northwesterly c o m e r of lands of said Agway.

Thence South 08°05'55"East along the westerly bounds of lands of said Agway 171.43 feet to a point;

Thence in a genera l westerly direction through the lands of the fo rmer Plattsburgh Air Force 3 a s e the fol lowing seven (7) courses ana distances;

1. South 82°42 '49 'West 222.07 feet to a point;

2. South 87°54*3I^West 79.97 feet to a point; i

3. North 78°20 '49"West 154.97 feet to a ocint; I

4. North 7 7 ° 4 2 ' 0 ^ W e s t 126.16 feet to a point which lies 33 feet distant westerly f rom the centef l ine of Maine Read.

5. Northerly along-a curve convex to the East, parallel with and 33 feet distant wester ly f rom the centerl ine of Maine Read, having a radius of 709.87 feet, an arc d is tance of [54.48 feet to a point;

6. North 77°14 '10 'West 253.36 feet;

7. South 86°06 '3 l i 'West 73.14 feet to a pcint wh ich lies 50 feet distant easterly from the center l ine of New York Road:

Thence in a general northerly direction along a series of lines parallel with and 50 feet distant easterly of the centerline of New York Road the following three (3) courses and distances:

1: Northerly a long a curve convex to the East having a radius of 1,812.20 feet an arc d is tance of 241.48 feet;

2. North 1 1 ° 3 1 ' 3 r W e s t 48.83 feet;

3. North 11°25'12"West 297.90 feet;

Thence in a genera l easterly direction through the lands of the fo rmer Piattsburgh Air Force Base the fol lowing six (6) courses and distances:

1. North 78 034 '48"East 371.60 feet;

2. North 50 o43 '04"East 219.94 feet;

3. North 69°24'37"East 131.36 feet;

4. North 86°09'51"East 124.62 feet;

5. South 77°10 ,59"East 254.85 feet;

6. North 82°13'05aEast 136.60 feet to a point in the westerly bounds of U.S. Avenue;

Thence South 07o46'55BEast along the westerly bounds of U.S. A v e n u e 755.47 feet to the point or p lace o f beginning.

Containing therein 21 .714 acres of land more or less.

S C H E D U L E " A "

DESCRIPTION

N.Y. Form M-IO (Rev. 10/93)

S T A T E O F N E W Y O R K D E P A R T M E N T O F L A W B U R E A U O F R E A L E S T A T E F I N A N C I N G

S P O N S O R S A N D S E L L I N G A G E N T S B R O K E R D E A L E R S T A T E M E N T

Check or money order for filing fee, payable to New York State Department of Law, must be attached. Filing fee, which is good for four years, is S200 plus S10 for each partner, proprietor, principal, officer or director.

Out-of-state or foreign firms must attach a certified copy of a designation for the service of process from the Secretary of State.

Attach additional sheets if space provided is inadequate. For assistance in completing form, call Real Estate Financing Bureau: (212) 416-8106.

Remit to: Real Estate Financing Bureau, N.Y.S. Department of Law, 120 Broadway, New York, N.Y. 10271

Name of Registrant L a k e C o u n t r y Developments LLC

Address 10 M a r y l a n d Road . Pia t tsburgh. New York 12903

Other offices, if any

1. Registrant is a [ ] corporation [ ] general partnership [ ] limited partnership [X] other, specify limited liability company

Organized under the laws of the State of New York

2. Registrant is a [X] sponsor. . -[ ] selling agent. .If "a licensed real estate broker, give state license

number and expiration date [ ] holder ofunsold shares of a cooperative corporation. [ ] purchaser for investment or resale of unsold shares of a cooperative

corporation. [ ] . seller of interests in a homeowners association: [ ] other, specify

3. If registrant is a new or substitute sponsor of a cooperative, condominium or homeowners association or a holder of unsold shares of a cooperative corporation, has this been disciosed in an offering plan or amendment? Yes [X] No [ ]

4. Address, and name, if any, of cooperative, condominium or homeowners association which gave rise to this filing. Lake Country Village Homeowners Association, Inc.

5. Registrant intends to offer [ ] stock of cooperative housing corporation [ ] condominium units (including stock of or membership in

condominium associations or corporations)-[X] homeowners association interests in real estate.

6. The offering will be made in . [ ] New York State only [X]_ New York and other states: specify Vermont and Canada .

7. The offering will be made by [X] officers, directors and employees of registrant [ ] selling agent. If so, give name(s) and address(es):

8. Has issuer, any officer, director, principal or partner ever

A. been suspended or expelled from membership in any securities exchange, association of securities

— j dealers or investment advisors or counsel Yes ( ] No [X]

B. had a license or registration as a dealer, broker, investment advisor or sales person denied. suspended or revoked? Yes [ ] No [X]

C. been enjoined or restrained by any court or agency from -

1. the issuance, sale or offer for sale of securities? Yes [ ] No [X]

2 .rendering securities advice or counsel? Yes [ ] No [X] 3. handling or managing trading accounts? ..... Yes [ ] No [X] 4. continuing any practice in connection

with securities? Yes [ ] No [X]

D. been convicted of any crime? Yes [ ] No [X]

E. used or been known by any other name? IF "ves", give other name(s)...:. Yes [ ] No [X]

F. been the subject of any professional disciplinary proceeding Yes [ ] No [X]

. i .

G. been adjudged a bankrupt or made a general assignment for benefit o f creditors or been an officer, directoror principal or any entity which was reorganized in bankruptcy, adjudged a bankrupt or made a general assignment for benefit of creditors : Yes [ ] No [X]

H. has an offering of securities within the last three years or been an officer, director, principal or partner of any entity which had an offering of securities within the last three years Yes [ ] No [X]

If any answer to "A", "B", "C", "D", "F \ l T \ "G'\ "H", is "Yes", attach statement of foil particulars, giving date, nature of offense, title and location of agency or court involved, circumstances and final disposition.

9. List names and residence addresses of all securities salespersons (if none, so indicate) NONE •

10. Provide the following information for each proprietor, officer, director, principal or partner.

A Name: G. Brent Tynan Title: President

Home Address: 1197 Eden Isle Blvd. NE #2

St. Petersburg. FL 33704 Phone: f127) 827-1568

Place of Birth: Vancouver. B.C. Canada Date of Birth: Mav 26.1955

Social Security No.:589-69-8806 Other home address for past ten years:

1560 Gulf Blvd.. Clearwater FL 33703 (10/96-3/98)

30B Hoi Yat Court. Ap Lei Chau. Hong Kong Q2/94-10/96)

2241 Dunbar St.. Vancouver. B.C. Canada T9/78-12/94)

- 3 -

Complete employment and business affliction record for the past five years: include periods of self employment and unemployment. Include all corporations and other entities where person holds or held a substantial equity or controlling interest.

FROM Mo. Yr.

T o M o . Yr.

EMPLOYER OR BUSINESS AFFILIATION Name Address

POSITION HELD |

I

B. Name: Ross H. J. Galbraith

Home Address:^HL^ ^ » a c

Place of Birth: U -

Title: VJuA* fvasiigy^

Phone: M -

DateofBir th: \ , tfi M

Social Security N o . ^ H A Other home address for past ten years:

j a d a ^ ' b f 1 2 - c a z l , . ({H^O " t ^ v )

Complete employment and business affliction record for the past five years: include periods of self employment and unemployment Include all corporations and other entities where person holds or held a substantial equity or controlling interest. . r . . , . .

j FROM ! Mo . Y r .

TO M o . Y r .

EMPLOYER OR BUSINESS AFFILHTION Name A d d r e s s

POSITION HELD

\ Q\ ^ lo ( ^ P L R F E N t / j v f c o ^

OS 0 * Z o o '<• Lurtctc/ r r j

: oA •

(ro'S^ fcivi S £ i m c o - I H J O v.o. f ^ H R I F R CoC?. VjcfXJOvVO

* C \ 1

Qfy coz?. UJ-JO^R

0<o ^ Q? . 'C I . E . j / " W ^ F -

4

- 4 -

C. Name: Alistair J. Gaibraith

Home Address: Pc^Von

Place o f Birth: K a l o w ^ fr C-

Social Security No.: "7 0 ° <\*Q (jQarv,

f j f l y v ^

Title: fJ OA*-

Phone: 6 o H I t

Date of Birth: r ^ H, TToQ

>•*) Other home address for past ten years:

Complete employment and business affliction record for the past five years: include periods of self employment and unemployment. Include all corporations and other entities where person holds or held a substantial equity or controlling interest

FROM Mo. Yr.

TO Mo. Yr.

EMPLOYER OR BUSINESS AFFILIATION Nacae Address

Posmo.v HELD

Kb 20Q0 Ob ZOOi T . 2 - ^ O ^ U - T DO? P / / i/Y. S^^HOTFTTI

OV V

Q A N ^ c ^ s r i

OT vz- lY1*1 £<RFR U". TrtytytiU R .

D. Name: Ales Cheung Title:.

Home Address: Phone:

Place of Birth: Date of Birth:

Social Security No.: Other home address for past ten years:

C. Name: Alistair J. Gaibraith Title:

Home Address: Phone:

Place of Birth: Date of Birth:

Social Security No.: Other home address for past ten years:

Complete employment and business affliction record for the past five years: include periods of self employment and unemployment. Include all corporations and other entities where person holds or held a substantial equity or controlling interest.

FROM Mo. Yr.

TO Mo. Yr.

EMPLOYER OR BUSINESS AFFILIATION Name Address

POSITION T HELD J

D. Name: Alex Cheung Title: Renovations Manager

Home Address: 1197 Eden Isle Blvd. NE #2

St. Petersburg, FL 33704 Phone: (727) 827-1568

Place of Birch: Hong Kong Date of Birth: August 16. 1966

Social Security No.: 590-65-4036 Other home address for past ten years:

1560 Gulf Blvd.. Clearwater. FL 33703 flO/96-3/98)

3QB Hoi Yat Court . A d Lei Chau. Hong Kong f6/94-10/96)

3813 West 38 th Ave.. Vancouver. B.C. Canada (to 6/941

- 5 -

Complete employment and business affliction record for the past five years: include periods of self employment and unemployment Include all corporations and other entities where person holds or held a substantial equity or controlling interest.

FROM M o . Yr.

T o M o . Yr.

EMPLOYER OR BUSINESS AFFILIATION Name Address

POSITION HELD

10/1996 Present Self Employed

6/1994 10/1996 Ronald Lu & Assoc., Wanchai, Hong Kong Architect

-

11. The undersigned constitute all proprietors, officers, directors, principals or partners of the registrant Each hereby states and represents that all statements contained herein are true and correct and understands that any false statement shall constitute a violation of Article 23-A of the General Business Law.

NAME AND TITLE

(PLEASE TYPE OR PRINT) D A T E

G. Brent Tvnaru President S ^ / z S ' / o (

Ross H. J. Gaibraith

Alistair J. Gaibraith

Alex Cheung, Renovations Manager r/z r/.

- 6 -

Complete employment and business affliction record for the past five years: include periods of self employment and unemployment. Include all corporations and other entities where person holds or held a substantial equity or controlling interest.

FROM Mo. Yr.

T o Mo. Yr.

EMPLOYER OR BUSINESS AFFILIATION Name Address

PQSXION HELD

11. The undersigned constitute all proprietors, officers, directors, principals or partners of the registrant Each hereby states and represents that all statements contained herein-are true_and correct and understands that any false statement shall constitute a violation of Article 23-A of the General Business Law.

SIGNATURE N A M E A N D T I T L E

(PLEASE TYPE OR PRINT) D A T E

G. Brent Tvnan President

Ross H. J. Gaibraith

Alistair J. Gaibraith / r f z 2. h t

/ / Alex Cheuns

REGISTRANT INFORMATION FORM (Form RI-T)

TO: ATTORNEY GENERAL STATE OF NEW YORK [X] REAL ESTATE FINANCING BUREAU OR [ ] INVESTOR PROTECTION BUR£AU(PLEASE TYPEWRITE OR PRINT LEGIBLY)

1 . ' Tvnan G. Brent Last Name

2. 1197 Eden Isle Blvd. NE #2

First Name

FL St. Petersburg

Middle Name

33704

4.

0 .

Residence Address State City Zip Code

(a)

(a)

(727) 827-1568 Residence Phone

Vancouver. B.C. Canada Place of Birth

589-69-8806 Social Security Number

(b)

(b)

(518) 563-2346 Business Phone

Mav 26. 1955 Date of Birth

6. Name of Issuer: Lake Country Village Homeowners Association. Inc.

7. Have you ever used or been known by any other name?

8. Have you or has any business entity under your control or in which you were a principal shareholder (10% or more) or in which you held a substantial equity or controlling interest (10% or more) or of which you were an officer, director, general partner, trustee or principal:

a) ever been convicted of any crime (other than minor traffic violations) or is any such charge presently pending?

b) ever been the subject of any injunction, cease and desist order, assurance of discontinuance, suspension or restraining order, revocation of a license to practice a trade, occupation or profession, denial of an application to obtain or renew same, any stipulation or consent to desist • from any act or practice, any disciplinary action by any court or administrative agency, or is any action or proceeding seeking such relief presently pending?

:) ever made an assignment for the benefit of creditors, been the subject of a receivership or bankruptcy proceeding, reorganized in bankruptcy, or been adjudged a bankrupt?

i) ever had a judgment entered against you or it which is presently unsatisfied?

9. Are you or is any business entity under your control or in which you were a principal shareholder (10% or more) or in which you held a substantial equity or controlling interest

Yes ( ) No (XX

Yes ( ) No (XX)

Yes ( ) No (XX)

Yes ( ) No (XX)

Yes ( ) No (XX)

(10% or more) or of which you were an officer, director, general partner, trustee or principal, a party in any litigation or administrative proceeding in which it is alleged that you or it committed fraud or otherwise violated any provision of the Martin Act or any other securities laws? Yes ( ) No ( X

10. If the answer to 7, 8 (a) through (d), or 9 is "YES" state frill particulars, including dates, nature of proceeding, ^ title and location of public authority, circumstances and final disposition. If there is insufficient space below, complete response on an attached, sworn statement.

11. List all professional, business or occupational licenses or registrations which you now hold, have held, or have applied for:

NONE

12. The following is my complete employment record including periods of self-employment and unemployment for the past Sve years:

FROM TO Nrame and Address

•'of Employer Type of Business Position Held

Mo. Yr. Mo. Yr,

12 86 Present Self Employed Real Estate Development

_

Principal

3. The following is a complete record of my business affiliations for the past five years, including all entities not listed in 12 above, under my control or in which I was a principal shareholder (10% or more) or in which I held a substantial equity or controlling interest (10% or more) or of which I was an officer, director, general partner, trustee or principal.

F R O M TO Name and Address o f Entity

Type o f Business

Affiliation/ Position

Mo. • XL Mo. XL 04 2000 05 2001 T.R Housing Corp

545 - 1130 West Pender St.

Vancouver, B.C. Canada

Real Estate

Development &

Marketing

Shareholder

03 1999 12 1999 Gold River Housing Corp. Real Estate -Shareholder & Director

1400-1130 West Pender St Development &

-Shareholder & Director

Vancouver, B.C. Canada Marketing 03 1998 12 1998 Masset Housing Corp.

1400.- 1130 West Pender St.

Vancouver, B.C. Canada

Real Estate

Development &

Marketing

Shareholder & Director

06 1996 12 1997 Fairways at Royal- Oak LLC

105D - 1880 Knox McRae Dr.

TitusviUe FL 32780

Real Estate

Development &

Marketing

Member of LLC

- and Manager

)ATED: Mav 25 .2001 Signature: t p r e n y t y n a i n

TATE OF N E W YORK) OUNTY OF CLINTON) ss: •

G . BRENT TYNAN . being duly sworn, deposes and says that I am the person described in and who gned the above registrant information form. I have read the questions and answers and information supplied, .id they are true, accurate and complete.

vorn to before me this Mav . 2001. S ' ^ d a v of

G . BRENT TYNAN

(Notary Public)

LYNN M. WARREN iotary Public, State of New York

No. 4949130 Qualified in Clinton County

emission Expires April 3, 2 0 ^ 3

(Notary signature and legible official stamp)

TO:

2.

Gaibraith Last Name )

Ross First Name

v c p w f l m w

i i . . » . Middle Name

4.

Residence Address State City Zip Code

3. (a) t q ^ - I V i - o ' M i

(a)

Residence Phone

v j i ' c v o v v a . ^ . c .

(b)

(b) Place of Birth

J / f . / 6 Business Phone

' " t d n i ; t ^ f Date of Birth

5. tm» m s w Social Security Number

6. Name of Issuer: Lake Country Village Homeowners Association. Inc.

7. Have you ever used of been known by any other name? -

8. Have you or lias any business entity under your control or in which you were a principal shareholder (10% or more) or in which you held a substantial equity or controlling interest (10% or more) or of which you were an officer, director, general partner, trustee or principal;

a) ever been convicted of any crime (other than minor traffic violations) or is any such charge presently pending?

b) ever been the subject of any injunction, ccase and desist order, assurance of discontinuance, suspension or restraining order, revocation of a license to practice a trade, occupation or profession, denial of an application to obtain or renew same, any stipulation or consent to desist from any act or practice, any disciplinary action by any court or administrative agency, or is any action or proceeding seeking such relief presently pending?

Yes ( ) No (XX)

Yes ( ) No (XX)

Yes ( ) No (XX)

c) ever made an assignment for the benefit of creditors, been the subject of a receivership or bankruptcy proceeding. reorganized in bankruptcy, or been adjudged.a bankrupt? Yes ( ) No (XX)

d) ever had a judgment entered against you or it which is . ... ' presently unsatisfied? Ycr-( ) No (XX)

9. Are you or is any business entity under your control or in which you were a principal shareholder (10% or more) or in which you held a substantial equity or controlling interest (10% or more) or of which you were an officer, director, general partner, trustee or principal, a party in any litigation or administrative proceeding in which it is alleged that you or it committed fraud or otherwise violated anv provision of the Martin Act or anv other securities laws? ' Yes( ) No (XX)

10. If the answer to 7. 8 (a) through (d), or 9 is "YES" state full particulars, including dates, nature of proceeding, title and location of public authority, circumstances and final disposition. If there is insufficient space below, complete response on an attached, sworn statement.

I I . List ail professional, business or occupational licenses or registrations which you now hold, have held, or have applied for

NONE

12. The following is my complete employment record including periods of self-employment and unemployment for the past five years:

FROM TO Name and Address of Employer

Type of Business Posilion Held

Mo. X l Ma XL Oi \9pfi ;oot ecai i^vj.

13. The following is a complete record of my business affiliations for the past five years, including all entities not listed in 12 above, under my control or in which I was a principal shareholder (10% or more) or in which I held a. substantial equity or controlling interest (10% or more) or of which I was an officer, director, general partner, trustee or principal.

FROM TO Nititm urni Address of Entity

Type of Affiliation/ Business | Position

Ma Vr. CM 2uoo

Mo. Yr. O 'C OOl CUvJ.

Ou (i -n a \Z (joZ^wvf CO{O.

'.oao- -So 'J • •'ft, t V litfnCtXW=»V y /

0b a IfVSSCtf "IdMlina Cat p. tqOO'OsO'M \J<Jln-UQMwa(

•/ J j iW<rro<\ SXyiekoifM

C O tL T lo-t<i\ OYc LLC

toe'L t.WI McGc iy TrMvik / - ' SJ

DATED: Mav z X 2 001

STATE OF NEW YORK) COUNTY OF CLINTON) ss:

Signature: ROS^ H . JYGALBRATTU

R o s s H. J . GALBRAITH , being duly sworn, deposes and says that I am the person described in and who signed the above registrant information form. I have read the questions and answers and information supplied, and they are true, accurate and complete. * a i

' . • i m I t W - '(Signature of Affiant)

Ross H. J. GALBRAITH

Swom to before me this d a v o f Ma* , 2001.

REGISTRANT INFORMATION FORM fl-orm RI-I)

T O : A T T O R N E Y G E N E R A L S T A T E O F N E W Y O R K [X] R E A L ESTATE F I N A N C I N G B U R E A U OR [ ] INVESTOR P R O T E C T I O N B U R E A U f P L E A S E T Y P E W R I T E O R P R I N T L E G I B L Y )

1. Gaibraith Alistair J . Last Name j First N a m e Middle N a m e

2. j ^ t w o v . k w v v l fc.c • yg - r ^ y a Residence Address State City Zip C o d e

3. (a) M - U t - (b) - i ^ l - S S U . W Residence Phone Business Phone

4. fa) I p t W o , V C (b) f j y n , f?3Q Place of Binh Date o f Birth

5. Ivo •

Social Security Number

6. Name of Issuer: Lake Country Village Homeowners Association. Inc.

7. Have you ever used or been known by any other name? Yes ( ) No. (XX)

8. Have you or has any business entity under your control o r in -which you were a principal shareholder (10% or more) o r in " which you heid a substantial equi ty o r controll ing interest (10% or more) or o f which you were an off icer , director, general partner, trustee or principal:

a) ever been convicted of any c r ime (other than minor t raff ic violations) or is any such charge presently pending? Yes ( ) No (XX)

b) ever been the subject of any injunct ion, cease and desis t order, assurance of discontinuance, suspension or restraining order, revocation o f a l icense to practice a trade, occupat ion or profession, denial o f an appl icat ion to obtain or renew same, any stipulation o r consent to desist from any act or practice, any discipl inary action by any court o r administrative agency, o r is any action or proceeding seeking such relief present ly pending? Yes ( ) No ( X X )

c) ever made an assignment for the benefi t o f creditors, been the subject o f a receivership or bankruptcy proceeding, reorganized in bankruptcy, or been ad judged a bankrupt? . Yes ( ) No ( X X )

d j ever had a judgment 'en tered against you or it which is presently unsatisf ied? Yes ( ) No ( X X )

9. Are you or is any business entity under your control or in which you were a principal shareholder (10% or more) or in which you held a substantial equity or controlling interest {10% or more) or o f which you were an off icer , director, general partner, trustee or principal, a party in any litigation or administrative proceeding in which it is aileged that you or it committed fraud or o therwise violated anv provis ion of the Martin Act o r anv other securities l aws 0 Yes ( ) N o (XX)

10. If the answer to 7. 8 (a) through (d), or 9 is " Y E S " state full part iculars, including dates, nature o f proceeding, title and location of public authority, c i rcumstances and final d isposi t ion. If there is insuff ic ient space below, comple te response on an attached, sworn statement.

11. List all professional, business or occupational licenses or registrations which you now hold, have held, or have applied for: NONE

12. The following is my complete employment record including periods of self-ejnployment and unemployment for the past five years:

FROM TO Name and Address of Employer

Type of . Business Position Held

Mo. Yr. Mo. XL

0 6 ^ o o i

Vd. Sri-

13. T h e following is a c o m p l e t e record of my business affiliations for the past five years, including ail entities not listed in 12 above, unde r my control or in which I was a principal shareholder ( 1 0 % or more) or in which I held a substantial equi ty o r control l ing interest (10% or more) or of which I was an o f f i ce r , d i rec tor , general partner, trustee or principal.

FROM TO Name and Address of Entity

Type of Business

Affiliation/ Position

Mo. Yr.

Od zeao

Mo. Yr

3cct T.Z. nc-U^A Lq<0.

Ho\ SlVft+fl,

v! m.ctr l^+i^q

a ( W rtOVli

o g .?•*/*<)<>/Eh tjd>if.e-.w?( / / • i 1

g . ^ A i riaE^?^ •rievrira Cocp

~ i ^ r |ti'co - - c -a1 yf. i ia^ccwdca'

J J

• j o

f-c.-Y' a-g -> • CoU '-C v/ V

D A T E D : Mav . 2001

STATE OF N E W Y O R K ) C O U N T Y OF C L I N T O N ) ss:

Signature: AUSFAIR X GALBRAITH

/ T

ALISTAIR J. GALBRAITH . being duly sworn, deposes and says that I a m the pe r son described in and who signed the above regis trant informat ion form. I have read :he quest ions and a n s w e r s and information s u d d lied, and they are true, accura te and comoiete.

/ / / (S igna ture o f Aff ian t ) ALISTAIR.I. GALBRAITH

Sworn to before me/this dav of Man/ 2001 .

U (Notary Publ ic) r U D L I C )

' r*. r /"MW - - - i w - ' - w •>

REGISTRANT INFORMATION FORM (Form RI-1)

TO: ATTORNEY GENERAL STATE OF NEW YORK [X] REAL ESTATE FINANCING BUREAU OR [ ] INVESTOR PROTECTION BUREAU(PLEASE TYPEWRITE OR PRINT LEGIBLY)

i . Cheung Alex Chi Kin Last Name

1197 Eden Isle Blvd. NE #2

First Name

FL St Petersburg

Middle Name

33704

0 .

6.

7.

8 .

i )

o )

i )

9.

Residence Address

(a) (727) 827-1568

State

4. (a)

Residence Phone

Hong Kong Place of Birth

590-65-4036 '

(b)

(b)

City

(518) 563-2346

Zip Code

Business Phone

August 16.1966 Date of Birth

Social Security Number

Name of Issuer: Lake Country Village Homeowners Association, Inc.

Have you ever used or been known' by any other name?

Have you or has any business entity under your control or in which you were a principal shareholder (10% or more) or in which you held a substantial equity or controlling interest (10% or more) or of which you were an officer, director, general partner, trustee or principal:

ever been convicted of any crime (other than minor traffic violations) or is any such charge presently pending?

ever been the subject of any injunction, cease and desist order, assurance of discontinuance, suspension or restfaining order, revocation of a license to practice a trade, occupation or profession, denial of an application to' obtain or renew same, any stipulation or consent to desist from any act or practice, any disciplinary action by any court or administrative agency, or is any action or proceeding seeking such relief presently pending?

ever made an assignment for the benefit of creditors, been the subject of a receivership or bankruptcy proceeding, reorganized in bankruptcy, or been adjudged a bankrupt?

ever had a judgment entered against you or it which is presently unsatisfied?

Are you or is any business entity under your control or in which you were a principal shareholder (10% or more) or in which you held a substantial equity or controlling interest

Yes ( ) No (XX

Yes ( ) No (XX;

Yes ( ) No (XX;

Yes ( ) No (XX)

Yes ( ) No (XX)

(10% or more) or of which you were an officer, director, general partner, trustee or principal, a party in any litigation or administrative proceeding in which it is alleged that you or it committed fraud or otherwise violated any provision of the Martin Act or any other securities laws? Yes ( ) No (XX

10. If the answer to 7, 8 (a) through (d), or 9 is "YES" state full particulars, including dates, nature of proceeding, title and location of public authority, circumstances and final disposition. If there is insufficient space below, complete response on an attached, sworn statement.

(Continued on other side) I. List all professional, business or occupational licenses or

registrations which you now hold, have held, or have applied for:

NONE

2. The following is my complete employment record including periods of self-employment and unemployment for the past five years:

FROM TO Name and Address ofEmpiover

Type of Business Position Held

Mo. Yr Mo. Yr

10 96 Present i Self Employed Real Estate Development

06 94 10 96

i.

Ronald Lu & Assoc. Wanchai, HONG KONG

Architect

-

The following is a complete record of my business affiliations for the past five years, including all entities not listed in 12 above, under my control or in which 1 was a principal shareholder (10% or more) or in which I held a substantial equity or controlling interest (10% or more) or of which I was an officer, director, general partner, trustee or principal

FROM TO Name and Address ofEntity

Type of Business

Affiliation/ Position

Mo. Yr. Mo. Yr.

10 96 Present South Horizons Development LLC 1197 Eden Isle Blvd NE #2, St. Petersburg, FL 33704

Real Estate Development

Member/ Manager

)ATED: M a v .25* . 2001 Signature: ALEX CHEUNG

TATE OF N E W YORK) BOUNTY OF CLINTON) ss:

ALEX CHEUNG . being duly sworn, deposes and says that I am the person described in and who signed le above registrant information form. I have read the questions and answers and information supplied, and lev are true, accurate and complete. J

(Signature of Aff ldf l f f" ALEX CHEUNG

worn to before me this davof Mav . 2001.

(jUa, T

(Notary Public)

LYNN m. WARREN (Notarv signature and legible official stamp) •totary Public, State of New.York * w

No. 49491 SO Qualified in Ciintcn County ,

cmmission Expires April 3 , 2 0 ^

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I

POOR QUALITY ORIGINAL.

E S C R O W A G R E E M E N T

A G R E E M E N T made this day of June, 2001, between L A K E COUNTRY DEVELOPMENTS L L C {"Sponsor"), as Sponsor of the Offering Plan and C L U T E , CLUTE & T H O M P S O N , L L P ("Escrow Agent"), as Escrow Agent. ~

WHEREAS, Lake Country Developments LLC is the Sponsor of an Offering Plan to convert to cooperative ownership, the premises located in the City of Piattsburgh, Clinton County, New York, which premises are known as Lake Country Village Homeowners Association, Inc.; and

W H E R E A S , M I C H A E L C . THOMPSON, ESQ., or any partner of Escrow Agent, is authorized to act as an Escrow Agent hereunder in accordance with General Business Law ("GBL") 352-e(2-b) and the Attorney General's regulations promulgated thereunder; and

WHEREAS, Sponsor desired that Escrow Agent act as Escrow Agent for deposits and payments by purchasers and subscribers, pursuant to the terms of this Agreement

Now, T H E R E F O R E , in consideration of the covenants and conditions contained herein and other good and valuable consideration, the parties hereby agree as follows:

1. E S T A B L I S H M E N T OF THE ESCROW ACCOUNT.

1.1 Sponsor and Escrow Agent hereby establish an escrow account with Escrow Agent for the purposes of holding deposits or payments made by purchasers or subscribers. The escrow account has been opened with Evergreen 8ank, N.A. at its branch located at 714 Route 3, Piattsburgh, New York 12901. The account number is .

1.2 The name of the account is Lake Country Villace Homeowners Association. Inc. . Escrow Account.

1.3 Escrow Agent is the sole signatory on the account.

1.4 The Escrow Account shall be an .interest-bearing account as disclosed in the Offering Plan. •

1.5 The Escrow Account [is/is not] an (OLA established pursuant to Judiciary Law 497.

2 . DEPOSITS INTO THE ESCROW ACCOUNT.

2.1 All funds received from prospective purchasers cr subscribers prior to closing, whether in the form of checks, crafts, money order, wire transfers, or other instruments which identify the payer, shall be deposited in the Escrow Account. All instruments shall be made payable to, or endorsed by the purchaser or subscriber to the order of LAKE COUNTRY V ILLAGE ESCROW A C C O U N T , fcr the Lake Country Villace Homeowners Association. Inc. Offering Plan. Any instrument payable or endorsed ether than as required hereby, and which cannot be deposited into such Escrow Account, shall be returned to the prospective purchaser cr subscriber promptly, but in no event more than five (5)

business days following receipt of such instrument by Escrow Agent In the event of such return of funds, the instrument shall be deemed not to have been delivered to Escrow Agent pursuant to the terms of this Agreement

2.2 Within ten (10) business days after tender of the deposit submitted with the subscription or purchase agreement, Escrow Agent shall notify the^aurchaser of the deposit of such funds in the Bank indicated in the Offering Plan, provide the account number, and disclose the initial interest rate. If the purchaser does not receive notification of such deposit within fifteen (15) business days after tender of the deposit, the purchaser may cancel the purchase and rescind within ninety (90) days after tender of the deposit, or may apply to the Attorney General for relief. Rescission "shall not be afforded where proof satisfactory to the Attorney General is submitted establishing that the escrowed funds were timely deposited in accordance with, these regulations and requisite notice was timely mailed to the subscriber or purchaser.

R E L E A S E OF FUNDS.

3.1 Escrow Agent shall not release the escrowed funds of a defaulting purchaser until after consummation of the Plan as defined in the Attorney General's regulations. Consummation of the Plan shall not relieve Sponsor of its fiduciary obligations pursuant to GBL 352-h.

3.2 ' Escrow Agent shall continue to hold the funds in escrow until otherwise directed in (a) a writing signed by both Sponsor and purchaser or (b) a determination of the Attorney General, or (c) a judgment or Order of a Court of competent jurisdiction, or until released pursuant to the regulations of the Attorney General pertaining to release of escrowed funds.

3.3 Sponsor shail not object to the release of the escrowed funds to (a) a purchaser who timely rescinds in accordance with an offer .of rescission contained in the Plan or an Amendment to the Plan, or (b) ail- purchasers after an Amendment abandoning the Plan is accepted by filing by the Department of Law.

3.4 If there is no written agreement between the parties to release the escrowed funds, Escrow Agent shall not pay the funds to Sponsor until Escrow Agent has given the purchaser written notice of not fewer than ten (10) business days. Thereafter, the funds may be paid to Sponsor unless the purchaser has made application to the Department of Law pursuant to the dispute resolution provisions contained in the Attorney General's regulations and has so notified Escrow Agent in accordance with such provisions.

RECORDKEEPING.

4.1 Escrow Agent shall maintain ail records concerning the Escrow Account for seven (7) years after release of the funds.

4.2 Upon the dissolution of a law firm which was Escrow Agent, the former partners or members of the firm shall make appropriate arrangements fcr the

maintenance of these records by one of the partners or members of the firm or by the successor firm and shall notify the Department of Law of such transfer.

4.3 Escrow Agent shall m i k e available to the Attorney General, upon his request, all books and records of Escrow' Agent relating to the funds deposited and disbursed hereunder.

5 . G E N E R A L OBL IGATIONS OF ESCROW A G E N T .

5.1 Escrow Agent shall maintain the accounts called for in this Agreement under the direct supervision and control of Escrow Agent.

5.2 A fiduciary relationship shall exist between Escrow Agent and Purchasers, and Escrow Agent acknowledges its fiduciary obligations. :

6 . RESPONSIBILITIES OF SPONSOR.

6.1 Sponsor agrees that Sponsor and its agents, including any selling agents, shall immediately deliver ail deposits and payments received by them prior to closing of an individual transaction to Escrow Agent.

• 6.2 Sponsor agrees that it shall not interfere with Escrow Agent 's performance of its fiduciary duties and compliance with the Attorney General's regulations.'

7 . TERMINAT ION OF AGREEMENT.

7.1 This Agreement-shall remain in effect unless and until it is cancelled, by either:

(a) Written notice given by Sponsor to Escrow Agent of cancellation of designation of Escrow Agent to act in said capacity, which cancellation shall take effect only upon the filing of an Amendment with the Department of Law providing fcr a successor Escrow Agent; cr

(b) The resignation of Escrow Agent upon giving" not ice- to-Sponsor-of its - -desire to so resign, which resignation shall take effect only upon the filing of an Amendment with the Department of Law providing for a successor Escrow Agent; or

(c) All shares or units offered pursuant to the Plan have been sold and all sales transactions have been consummated.

7.2 Upon termination of the duties of Escrow Agent as described in Paragraph 7.1 above, Escrow Agent shall deliver any and ail funds held by it in escrow and any and all c o n t r a c t o r documents maintained by Escrow Agent to the new Escrow Agent.

- j -

8. SUCCESSORS AND ASSIGNS.

8.1 This Agreement shall be binding upon Sponsor and Escrow Agent and their successors and assigns.

9 . GOVERNING L A W .

9.1 This Agreement shail be construed in accordance with and governed by the laws of the State of New York.

1 0 . E S C R O W A G E N T ' S COMPENSATION.

10.1 Sponsor agrees that Escrow Agent's, compensation shall not be paid from escrowed principal nor from any interest accruing thereon and that compensation to Escrow Agent, if any, shall not be deducted from escrowed funds by any financial institution under any circumstance.'

1 1 . SEVERABILITY.

11.1 If any provision of this Agreement or the application thereof to any person or circumstance is determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to other persons or to other circumstances shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

1 2 . ENTIRE AGREEMENT.

12.1 This Agreement, read together with the G 3 L 352-e(2-b) and the Attorney General's regulations constitutes the entire agreement between the parties with respect to the subject matter hereof.

IN WITNESS W H E R E O F , the undersigned have executed this Agreement as of the day and year first above written.

ESCROW A G E N T :

CLUTE, C L U T E & THOMPSON, L L P

B Y :

M I C H A E L C . THOMPSON, PARTNER

SPONSOR:

L A K E COUNTRY DEVELOPMENTS LLC

BY : ,

-4-

Dispute Resolution

APPLICATION TO THE ATTORNEY GENERAL FOR A DETERMINATION ON THE

DISPOSITION OF DOWNPAYMENTS

[Send this application to the reviewing attorney assigned to the subject plan.]

Re: Address of Building Name of Project File Number:

Application is made to the Attorney General to consider and determine the disposition of down payments held pursuant to GBL Sections 352-e(2-b) and 352-h. The following information is submitted in support of this application:

1. Name of Applicant

2. Address of Applicant

3. Name, Address and Telephone Number of Applicant's Attorney (if any)

4. This is an application for

• • • return of downpayment forfeiture of downpayment other:

5. The project is Q] [a conversion of occupied premises I I newly constructed or rehabilitated. HI vacant (as is)

6. The project is structured as

I I a cooperative I I' a condominium I I a homeowners association I I a timeshare • other:

2

7. Name and Address of Sponsor:

8. Name and Address of Escrow Agent:

9. If downpayments are maintained in an escrow account:

(a) Name of account -(b) Name and address of bank

(c) Account* Number (if known) (d) Initial interest rate (if known)

10. If downpayments have been secured by bonds:

(a) Name and address of bond issuer or surety:

(b) Copy of bond included in this application: (DO NOT SEND ORIGINAL BOND.) If not included, explain:

11. . If downpayments have been secured by a letter of credit:

(a) Name and address of bank which issued the Letter of Credit:

(b) Date of expiration of the Letter of credit, if known:

12. Plan information:

(a) Date of filing of plan:

(b) Plan • n has been declared effective.

Approximate date: I j has not been deciared effective

F:\UScaS ,.C:aiELL.AV.VNL ,Agreemcats'.FORMS\AG DISPUTE RES.DCC 05/ '3 i / :co! 2:57 ?m

(c) If effective, the plan

I I has closed or the first unit has closed Approximate date:

I I has not closed CH don't know __

(d) Downpayments are secured by

; : " . - • [H i escrow account ' '•• • : Bonds

, , D letter of credit

13.- Contract information:

(a)- - Copy of contract and of all riders or modification letters are attached. (DO NOT SEND ORIGINALS.)

(b) Date on which subscription or purchase agreement was signed:

(c) Date (s) of downpayments(s):

(d) Total amount of downpayments (s)

(e) Names and address of subscribers or purchasers affected by this application:

14. State the basis for your claim. Please be as specific as possible. You may add additional Sheets. Attach copies of any relevant documents.

15. I am contemporaneously sending a copy of this application to the following persons:

F:'.USERS'iC[RIELLA\\VNL\AgT-c:^c^^'.FOR.V(S\AG DISPUTE RES.DOC 05/31/2001 2:57 PM

c teS.DOC

0 0 to other affi ected

5

In filing this application, I understand that the Attorney General is not m y private attorney, but represents the public in enforcing laws designed to protect the public from unlawful business practices. I also understand that if I have any questions concerning m y legal rights or responsibilities I may contact a private attorney. The above application is true and accurate to .the best of my knowledge. False statements made herein are punishable as a Class A misdemeanor under Section 175.30 and/or Section 201.45 of the Penal Law. ^

Signature: Date:

Name (Printed): '

Telephone Home: Business

Mailing Address:

F:\USERS''CIRiELLAVWMLvAgrs;ments\FORMS'vA.G DISPUTE RES.DCC 05/31/2001 2:57 ?M

N . Y . S . DEPARTMENT OF STATE D I V I S I O N OF CORPORATIONS AND STATE RECORDS ALBANY, NY 1 2 2 3 1 - 0 0 C

F I L I N G RECEIPT

ENTITY NAME: LAKE COUNTRY VILLAGE HOMEOWNERS A S S O C I A T I O N , I N C .

DOCUMENT TYPE: INCORPORATION (NOT-FOR-PROFIT) TYPE: A COUNTY: CLI

SERVICE COMPANY: ACCELERATED INFORMATION & DOCUMENT F I L SERVICE CODE: 2

F I L E D : 0 2 / l 5 / 2 0 0 I DURATION:PERPETUAL C A S H # : 0 1 0 2 1 5 0 0 0 5 6 2 FILM # : 0 1 0 2 1 S 0 0 0 5 3

ADDRESS FOR PROCESS E X I S T DATE

THE CORPORATION 4 2 6 US OVAL PLATTSBUGH, NY 1 2 9 0 3

REGISTERED AGENT

SUITE 1 1 9 0 2 / 1 5 / 2 0 0 1

„ , , S • 3 *

1 * \ fy . i f * * \ J. j A.' 2

POOR QUALITY ORIGINAL

• . ' " • ' ^ v l

T L E R 100 .00 PAYMENTS 100

"-HRISTINE E . PEACOCK -CCELERATSD I N F O & DOC F I L I N G , 0 STATE S T R E E T , S U I T E 3 3 6

.LB ANY, NY 1 2 2 0 7

FILING TAX CERT COPIES HAND L IMC

7 5 0 0

0 0 0 0 0 0

0 . 0 0 2 5 . 0 0

CASK CHECK CHARGE

DRAWDOWN B I L L E D REFUND

0. 0 0

100 0 0

CERTIFICATE OF INCORPORATION

OF

LAKE COUNTRY VILLAGE ~ HOMEOWNERS ASSOCIATION, INC.

Under Section 402 of the Not-for-Profit Corporation Law

The undersigned, for the purpose of forming a corporation under Section 402 of the

Not-for-Profit Corporation Law, hereby certifies:

1. The name of the corporation is Lake Country Village Homeowners -

Association, Inc. (the "Corporation").

2. The purposes for which the Corporation is to be formed are to maintain real

property-and to provide maintenance, preservation and architectural control of the residence

lots and common areas within the Lake-Country Village Subdivision located in the City of

Piattsburgh, Clinton County, New York; to promote and protect the interests, health, safety

and welfare of the residents within the above property and any additions thereto; and to

enforce all covenants, conditions, easements, restrictions and agreements relating to or ~

affecting said property.

In addition to the foregoing corporate purposes, the Corporation may do- any other

act or thing incidental to or in connection with the foregoing purposes or in the advancement

thereof, and to do lawfully all and everything necessary, suitable and proper for the attainment

of any of these purposes, the accomplishment of any of these objects, or the furtherance of

any of the powers hereinabove set forth; and to have, enjoy and exercise ail of the rights,

powers, privileges and exemptions which are now or may hereinafter be conferred upon not-

for-profit corporations organized under the laws of the State of New York, as they now exist

or may be amended or supplemented and to do lawfully ail and ever/thing necessary, suitable

BY-LAWS

OF

LAKE COUNTRY VILLAGE HOMEOWNERS ASSOCIATION, INGU

ARTICLE I

NAME AND LOCATION

The name of the corporation is Lake Country Village Homeowners Association, Inc. (hereinafter referred to as the "Association"). The principal office of the Association shall be located at 426 US Oval, Suite 119, Piattsburgh, Clinton County, New York 12903, but meetings of Members and Directors may be held at such other places within the State of New York as may be designated by the Board. • -

ARTICLE H

DEFINITIONS r

. Section 1. "Association" means. Lake Country Village Homeowners Association, Inc. and its successors and assigns.

Section 2. "Board" means .the Board of Directors of the Association.

Section 3. "Common Area" shall mean all real property owned by the Association for the Common use and enjoyment of the Owners.

Section 4. "Declarant" means Lake Country Developments LLC, a New York- limited liability company, and its successors and assigns rif-it. acquires more than-one undeveloped Lot for the purposes of development. '

Section 5. "Declaration" means the Declaration of Covenants, Conditions, Basements and Restrictions applicable to the Property as recorded in the office of the Clerk of the County of Clinton.

Section 6. "Director" means a member of the Board of Directors of the Association.

Section 7. "Lot" means any plot of land shown upon any recorded subdivision map or resubdivision map o f the Property (as defined below).

Section 8. "Member" means those persons who become members of the Association as provided in the Declaration.

Section 9. "Owner" means the record owner, whether one or more persons or entities, of a fee simple title to any Lot which is pan of the Property including contract sellers, excluding those having such interest merely as security for the performance of an obligation.

Section 10. "Property" means that certain interest in real property as described iPthe Declaration and such additions thereto as may thereafter be brought within the jurisdiction of the Association.

ARTICLE m

MEMBERSHIP AND VOTING

Members of the Association shall be divided into two classes for purposes of voting. Class T Members shall be all Owners, with the exception of the Declarant. Class T Members shaft be entitled to one vote for each membership. When more than one person holds-an interest in any Lot, all such persons shall be Class T Members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shaft more than one vote be cast with respect to any one membership. The Class A Member shall be the Declarant, which shall be entitled to one vote. Class A membership shall cease on July 1, 2003 or when Ninety percent ( 90% ) of the Lots have been transferred, whichever is earlier. Until then, Class T Members shall not be entitled to vote for the election of members to the Board. The first meeting of Class T Members for the purpose of electing Directors shall be held within thirty (30) days from the transfer by the Declarant of the Lot which, when added to the lots which have previously closed, constitute Ninety percent ( 90% ) of the Lots as originally shown on the subdivision map or within thirty (30) days from July 1, 2003, whichever is earlier.

.ARTICLE IV

MEETINGS OF MEMBERS

Section 1. Annual Meeting. After the first meeting of Class T Members, an annual meeting of all the Members shall be held each year on the second Tuesday of May at the office of the Association or at such other place as specified in the notice of meeting.

Section 2. Special Meetings. Special Meetings of the Members may be called at any time by the President of the Association or by the 3oard, or upon written request of the Members who are entitled to vote fifty percent (50%) of the votes of the Class T membership.

Section 3. • Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at leas: ten (10) days before such meeting to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

and proper for the attainment of any of these purposes, the accomplishment of any of these

objects, or the furtherance of any of the powers hereinabove set forth; and to have, enjoy and

exercise any and all rights, powers, privileges, and exemptions which are now or whifih may

hereinafter be conferred upon not-for-profit corporations organized under the laws of the State

of New York, as they now exist or may be amended or supplemented.

N o part of the net earnings of the Corporation shall inure to the benefit of any i .

member, trustee, director, officer of the Corporation or any private individual (except that " :

reasonable compensation may be paid for services rendered to or for the Corporation) and no

member, trustee, officer of the Corporation or any private individual shall be entitled to share

in the distribution of any of the corporate assets on dissolution of the Corporation.

The foregoing clauses shall be construed both as objects and powers, in

furtherance, and not in limitation, of the general powers conferred by the laws of the State of "

New York, and it is expressly provided that the enumeration herein of specific objects and

powers shall not be hekf to limit or restrict in any way the general powers of the Corporation. r .

3. The Corporation is a corporation as denned in subparagraph (a)(5) of Section 102

of the Not-for-Profit Corporation Law and is a Type A corporation under Section 201 -

(Purposes) of the Not-fij^-Profit Corporation Law. The limitations-of the'Corporation's- ' j> ' '

purposes set forth in thi|. Certificate of Incorporation are in compliance with its Type A status. i>

4. The off ice o'f the.Corporation shall be located in Clinton County.

5. The Secretary of State of the State of New York is hereby designated as the agent

of the Corporation upon whom process in any action or proceeding against it may be served.

The post office address to which the Secretary of State shall mail a copy of process against the i . . .

Corporation which may be served upon the Secretary of State is 426 US Oval, Suite 119,

Plattsburgh, New York 12903.

6. " The names and addresses of the initial directors of the Corporation are:

G. Brent Tvnan

Ross Galbraith

Alistair Galbraith-

P.O. Box 76270 St. Petersburg, FL 33734

1130 West Pender Street, Suite 1400 Vancouver, B.C. Canada V6E 4A4

1130 West Pender Street, Suite 1400 Vancouver, B.C. Canada V6E 4A4

IN WITNESS WHEREOF, this Certificate has been signed by the subscriber this

/ £ day of February, 2001 and the subscriber does by his signature hereto affirm the truth

of the statements contained herein under penalties of perjury.

William N. La Forie, Incorporator 700 Miatown Tower Rochester, New York 14604

Section 4. Waiver of Notice. No tice of meeting need not be given to any Member who submits a signed waiver of notice thereof whether before, during or after a meeting, nor to any Member who attends the meeting without protesting prior to the conclusion thereof the lack of notice to him.

Section 5. Quorum. The presence at the meeting, in person or by proxy, of Members entitled to cast at least fifty percent (50%) of the total number of votes entitled to be cast thereof by each class of membership shall constitute a quorum for any action except as otherwise provided in the Declaration or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.

Section 6. Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member o f his Lot. ' : -

Section 7. Required Vote. Directors shall be elected by a plurality of the votes cast at a meeting of Members by the Members entitled to vote in the election. Any other corporate action to be taken by vote of the Members shall, except as otherwise required by law or the Certificate of Incorporation of the Association, be authorized by a majority of the votes cast at a meeting of Members by the Members entitled to vote thereon.

Section 8. Action Without Meeting. Whenever Members are required or permitted to take any action by vote, Such action may be taken without a meeting by written consent setting forth the action so taken and signed bv all of the Members entitled to vote thereon.

I ARTICLE V -£

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

Section 1. Number. The affairs of die Association shall be 'managed by a Board of not less than three (3) nor more than five (5) Directors, all of whom shall be Members of the Association. The initial Directors of the Association named in the Certificate o f Incorporation shall serve until their successors are elected at the first meeting of the Class T Members.

Section 2. Term.' Directors shail be divided into two classes as nearly equal in number as possible, for purposes of staggering their terms of office. At the first meeting of Members, which shall be held not later than six (6) months from the transfer of the first Lot, the Members shall elect either two (2) or three (3) Directors for a term of one ( i ) year and either one (1) or two (2) Directors for a term of two (2) years. Thereafter, the Members shall elect either two (2) or three (3) Directors in even numbered years for two (2) year terms and either one (1) or two (2) Directors in odd numbered years for two (2) year terms.

Section 3. Meetings. Regular meetings of the Board shall be held at such times as the Directors may from time to time determine. Special meetings of the Board shall be held at an time, upon call from the President of the Association or of any two of the Directors.

Section 4. Place of Meetings. Regular and special meetings of the Board shalPbe held at the principal office of the Association, or at such other place, within or without the State of New York, as may from time to time be determined by the Board or the person or persons authorized to call the meeting.

Section 5. Notice of Meetings. No notice need be given of a regular meeting of the Board. Notice of the place, day and hour of every special meeting shall be given to each Director by delivering the same to him personally or sending the same to him by telegraph or leaving the same at his residence or usual place of business, at least one (1) day before the meeting, or shall be mailed to each Director, postage prepaid and addressed to him at his last known address according to the records of the Association, at least three (3) days before the meeting. No notice of any adjourned meeting of the Board need be given other than by announcement at such meeting.

Section 6. Waiver of Notice. Notice of a meeting need not be given to any Director who submits a signed written waiver thereof whether before, during or after the meeting nor to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

Section 7. Quorum. Two-thirds (2/3) of the entire Board shall be necessary to constitute a quorum for the transaction of business at each meeting of the Board. However, if at any meeting there be less than a quorum present, a majority of those present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until a quorum shall attend.

Section 8. Acrion Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof at a duly held meeting may be taken without a meeting if ail members of the Board or the committee consent in writing to the adoption of absolution authorizing the action. Such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or the committee.

Section 9. Personal Attendance bv Conference Communication Equipment. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 10. Compensation. Directors as such shall not receive any compensation for their services.

ARTICLE VI

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board, on behalf of the Association, shall have the poSwer to:

(a) adopt and publish rules and regulations governing the use and maintenance of the Common Area, the personal conduct of the Members and their tenants, and invitees thereon, and to establish penalties for the infraction thereof;

(b) suspend the right to the use of the Common Area except for ingress and egress over the Member's Lot, during any period in which such Member shall be in default in the payment of any assessmenflevied by the Association. Such rights may also be suspended after a notice and hearing for a period not to exceed sixty (60) days for an infraction of published rales and regulation;

(c) exercise all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these By-Laws, the Certificate of Incorporation of the Association or the Declaration;

(d) declare the office of a Director to be vacant in the event such Director shall be absent from three (3) consecutive regular meetings of the Board; 1

(e) procure and maintain adequate liability and hazard insurance on the Property. The Board shall, on an annual basis, review the amount of insurance coverage in order to assure that the Association and the Owners are fully protected;

(f) acquire, encumber and dispose of property as provided for in the Declaration;

(g) employ a manager, an independent contractor and such other employees as it deems necessary and to prescribe their duties;

(h) establish a capital reserve fund for repair and replacement of those deteriorating* assets for which the Association is responsible; and

(i) approve the annual budget as prepared by the Treasurer.

Section 2. Duties. It shall be the duty of the Board to:

(a) cause to be kept a complete record of ail its acts and corporate affairs and.to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class T Members who are entitled to vote;

(b) supervise ail officers, agents and employees of the Association, and to see that their duties are properly performed;

(c) as more fully provided in the Declaration, to:

(i) establish the amount and starting day of the annual assessment against each Lot at least thirty (30) days in advance of each annual assessment period;

(ii) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

(iii) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date or to bring an action at law against the Owner personally obligated to pay the same;

(d) issue, or cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may -be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;

(e) procure and maintain adequate liability and hazard insurance on property where the Association has a legal interest;

(f) cause all officers, agents or employees having fiscal responsibilities to (be bonded, as it may deem appropriate;

(g) cause the common area to be maintained; and

(h) cause a financial statement for the Association to be prepared and certified by the Association's independent public accountant following the end of each fiscal year.

ARTICLE VII

OFFICERS AND'THEIR DUTIES _

Section 1. Enumeration of Officers. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The eiection of officers shall take place at the first meeting of the Board, and subsequently at each annual meeting of the Board whichshall be immediately following the adjournment of each annual meeting of the Members.

Section 3. Term. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year or until such officer's successor has been elected or appointed and qualifies unless he or she shall sooner resign, be removed, or otherwise disqualified to ser/e.

Section 4. Special Appointments. The Board may elect by majority voce such other officers as the affairs of the Association may require, each of whom shall hold office for such

period, have such authority, and perform such duties as the Board may from time to time determine.

Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at anydate time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the' officer he or she replaces.

Section 7. Duties. The duties of the officers are as follows:

(a) President. The President shall preside at ail meetings of the Board, shall see that orders and resolutions of the Board are carried out, and shall sign all leases, mortgages, deeds' and other written contractual instruments.

(b) Vice President. The Vice President shall act in the place and stead of the President in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him or her by the Board.

(c) Secretary. The Secretary shail record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.

(d) Treasurer.' The Treasurer shail receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board; shall sign all checks and promissory notes of the Association; shall keep proper books of accounting; and shall prepare an.annual budget and'a statement-of income and expenditures to be presented to the membership at its annual meeting, and have delivered a copy of each to the Members. - -

ARTICLE VIII

COMMITTEES

The Board may appoint a Nominating Committee. The Board may also appoint ah Architectural and Property Review Committee of no less than three (3) nor more than five (5) Directors and may grant authority to them to approve, approve with conditions, or disapprove any application received, or to make recommendations to the Board, as provided in the Declaration. In addition, the Board shail appoint such other committees as deemed appropriate in carrying out its purposes.

ARTICLE IX

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Certificate of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable costs.

ARTICLE X

ASSESSMENTS

As more fully provided in the Declaration, each Member is obligatedto pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from such date at the legal rate of interest, and the Association may bring'an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and the interest, costs, and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. In addition, the Association has the right to levy a late charge on delinquent accounts.five (5) days after the assessment is due.

ARTICLE XI

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the - -words: Lake Country. Village Homeowners Association, Inc..,

ARTICLE X n -

TENANTS

Any lease of a building within the subdivision shall provide for full compliance by the tenant with the Declaration, these By-Lav/s, and the ruies and regulation of the Association. Should a tenant be in violation thereof at any time, the Association may send the Owner of the building which said tenant occupies wrinen notice of such violation by certified or registered mail, return receipt requested, at his or her address as set forth in the books and records of the Association. If the violation is not cured or eviction proceedings commenced against the tenant by the Owner at the Owner's expense within ten (10) days after the Owner has received notice of such violation, the Association may pursue any remedies which it may have.

ARTICLE XIII

INDEMNIFICATION

Section 1.. Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or his testator or intestate (a) is or was a Director or officer of the Association or (b) is or was a Director or officer of the Association who serves or served, in any capacity, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Association (hereinafter an "indemnitee"), shall be indemnified and held harmless by the Association against all expense, liability and loss, including ERISA excise taxes or penalties, judgments, fines, penalties, amounts paid in settlement (provided the Board of Directors shall have given its prior consent to such settlement, which consent shall not be unreasonably withheld by it) and reasonable expenses, including attorneys' fees, suffered or incurred by such indemnitee in connection therewith and such ~ -indemnification shall continue as to an indemnitee who has ceased to be a Director or officer and shall inure to the benefit of the indemnitee's heirs and fiduciaries; provided, however, that no indemnification may be made to or on behalf of any Director or officer if his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or otherwise disposed of, or he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Notwithstanding the foregoing, except as contemplated by Section 3 of this Article, the Association shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Association.

Section 2. All expenses reasonably incurred by an indemnitee in connection with a threatened or actual proceeding with respect to which such indemnitee is or may be entitled to indemnification under this Article shall be advanced to him or promptly reimbursed by the Association in advance of the final disposition of such proceeding, upon receipt of an undertaking by him or on his behalf to repay the amount of such advances, if any, as to which he is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which he is entitled. Such person shall cooperate in good faith with any request by the Association that common counsel be used by the parties to an action or proceeding who are similarly situated unless to do so would be inappropriate due to an actual or potential conflict of interest.

Section 31

(a) Not later than thirty (30) days following final disposition of a proceeding with respect to which the Association has received written request by an indemnitee for indemnification pursuant to this Article or with respect to which there has been an advancement of expenses pursuant to Section 12 of this Article, if such indemnification has not been ordered by a court, the Board of Directors shaii meet and find whether the indemnitee met the standard of conduct set forth in Section 1 of this Article, ana, if it finds that he did, or to the extent it so finds, shall authorize such indemnification.

(b) Such standard shall be found to have been met unless (i) a judgment or other final adjudication adverse to the indemnitee established that the standard of conduct set forth in Section 1 of this Article was not met, or (ii) if the proceeding was disposed of other than by judgment or other final adjudication, the Board of Directors finds in good faith that, i£it had been disposed of by judgment or other final adjudication, such judgment or other final adjudication would have been adverse to the indemnitee and would have established that the standard of conduct set forth in Section 1 of this Article was not met.

(c) If the Board of Directors fails or is unable to make the determination called for by paragraph (a) of this Section 3, or if indemnification is denied, in whole or part, because of an adverse finding by the Board of Directors, or because the Board of Directors believes the expenses are unreasonable for which indemnification is requested, such action, inaction or inability of the Board of Directors shall in no way affect the right of the indemnitee to make application therefor in any court having jurisdiction thereof. In such action or proceeding, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the issue shall be whether the indemnitee met the standard of conduct set forth in Section 1 of this Article, or whether the expenses were reasonable, as the case may be (not whether the finding of the Board of Directors with respect thereto was correct). If the judgment or other final adjudication in such action or proceeding establishes that the indemnitee met the standard set forth in Section 1 of this Article, or that the disallowed expenses were reasonable, or to the extent that it does, the Board of Directors shall then find such standard to have been met or the expenses to be reasonable, ana shall grant such indemnification, and shall also grant to the indemnitee indemnification of the expenses incurred by him in connection with the action or proceeding resulting in the judgment or other final adjudication that such -standard of conduct was met, or if pursuant to such court determination such person is entitled to less than the full amount of indemnification denied by the Association, the portion of such expenses proportionate to the amount of such indemnification so awarded. Neither the failure of the Board of Directors to have made timely a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in Section 1 of this Article, nor an actual determination by the Board of Directors that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct. In any suit brought by the indemnitee to enforce a right to indemnification or by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to indemnification, under this Article or otherwise, shall be on the Association.

(d) A finding by the Board of Directors pursuant to this Section 3 that the standard of conduct set forth in Section 1 of this Article has been met shall mean a finding (i) by the Board of Directors acting by a quorum consisting of Directors who are not parties to such proceeding or (ii) if such a quorum is not obtainable, or if obtainable, such a quorum so directs, by the Board of Directors upon the written opinion of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct has been met, or by the members upon a finding that such standard of conduct has been met.

Section 4. Contractual Article. The rights conferred by this Article are contract rights which shall not be abrogated by any amendment or repeal of this Article with respect to events

occurring prior to such amendment or repeal and shall, to the fullest extent permitted by law, be retroactive to events occurring prior to the adoption of this Article. No amendment of the Not-for-Profit Corporation Law, insofar as it reduces the permissible extent of the right of indemnification of an indemnitee under this Article, shall be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment irrespective of the date of any claim or legal action in respect thereto. This Article shall be binding on any successor to the Association, including any corporation or other entity which acquires all or substantially all of the Association's assets.

Section 5, Non-exclusivitv. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Article. The Association is authorized to enter into agreements with any such person provided rights to indemnification or advancement of expenses in addition to the provisions therefor in this Article, and the Association's members and its Board of Directors are authorized to adopt, in their discretion/resolutions providing any such person with any such rights.

Section 6. Insurance. The Association may maintain insurance, at its-expense, to protect itself and any Director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under this Article or applicable law.

Section 7. Indemnification of Employees and Agents of the Association. The Association may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and the advancement of expenses to any employee or agent of the Association with the same scope and effect as provided in this Article to Directors and Officers 1

of the Association.

ARTICLE XTV

AMENDMENTS

The Board shall have the power to adopt, amend or repeal the By-Laws of the Association by a two-thirds (2/3) vote of the entire Board at any meeting of the Board.

ARTICLE XV

CONSTRUCTION .AND INTERPRETATION

Section I. The Association shall have the right to construe and interpret the provisions of these By-Laws and in the absence of an adjudication by a court of competent jurisdiction to the contrary, its construction or interpretation shail be final and binding as to all persons or property benefitted or bound by the provisions hereof.

Section 2. Any conflict in construction or interpretation between the Association and any other person or entity entitled to enforce the provisions hereof shall be resolved in favor of the construction or interpretation of the Association. The Association may adopt and promulgate reasonable Rules and Regulations regarding the administration, interpretation, and enforcement of the provisions of the Declaration and these By-Laws. In so adopting and promulg^jpg such Rules and Regulations, and in making any finding, determination, ruling, or order, or in carrying out any directive contained herein relating to the issuance of permits, authorizations, approvals, rules, or regulations, the Association shall take into consideration the best interests of the Owners and residents of the Property to the end that the Property shall be preserved and maintained as a high quality community.

Section 3. In the case of any conflict between the Certificate of Incorporation of the Association and these By-Laws, the Certificate of Incorporation shall control; and in the case of any conflict between the-Declaration and these By-Laws, the Declaration shall control.

I, the undersigned, do hereby certify:

THAT I am the duly elected and acting Secretary of Lake Country Village Homeowners Association, Inc., a New York not-for-profit corporation, and

THAT the foregoing By-Laws of said Association were duly adopted by Unanimous Written Consent of the Board of Directors on the / S ^ d a y of februa r y , 2001.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this Jgjtey of ?ibnj&,ru j 2001.

CERTIFICATION

Ross Galbraith, Secretary

L A K E C OUNTRY VILLAGE HOMEOWNERS ASSOCIATION, I N C .

ACCEPTANCE OF DIRECTORSHIP

Each of the undersigned hereby agrees to serve as a director of LAKE COUNTRY VILLAGE H O M E O W N E R S ASSOCIATION, INC., a New York not-for-profit corporation, as of the 15th

day of February, 2001.

Ross Galbraith J 7

braith

I

CERTIFICATE OF TITLE

First American Title Insurance Company Of New York

Title No.: 066-CL-01 0128

First American Title Insurance Company Of New York ("the Company.-".) .certifies to -Lake Country Village Homeowners Association, Inc. .-

that an examination of title premises described in Schedule A has been made in accordance with its usual procedure and agrees to issue its standard form of title insurance policy authorized by the Insurance Department of the State of New York, in the amount set forth herein, insuring the interest set forth herein, and the marketability thereof, in the premises described in Schedule A, after the dosing of the transaction in conformance with the requirements and procedures approved by the Company and after the payment of the premium and fees associated herewith excepting (a) all loss or damage by reason of the estates, interests, defects, objections, liens, encumbrances and other matters set forth herein that are not disposed of to the satisfaction of the Company prior to such closing or issuance of the policy (b) any question or objection coming to the attention of the Company before the date of closing, or if there be no closing, before the issuance of the policy.

This Agreement to insure shall terminate (1) if the prospective insured, his or her attorney or agent makes any untrue statement with respect to any material fact or suppresses or fails to disclose any material fact or if any untrue answers are given to material inquiries by or in behalf of the Company; or (2) upon the issuance of title insurance in accordance herewith. In the event that this Certificate is endorsed and redated by an authorized representative of the Company after the closing of the transaction and payment of the premium and fees associated herewith, such "redated" Certificate shall serve as evidence of the title insurance issued until such time as a policy of title insurance is delivered to the insured. Any claim made under the redated Certificate shall be restricted to the conditions, stipulations and exclusions from coverage of the standard form of title insurance policy issued by the Company.

c a kMEilfr L ^ .1

COLNTERSiGHED:

AUTHORIZED S I G N A T O R Y

FIRST AMERICAS TITLE INSURANCE CO Sf PAST OF SEW YORK

PRESIDENT

CLOSING REQUIREMENTS

1. CLOSING DATE: In order to facilitate the closing of title, please notify the closing department at least 48 hours prior to the closing , of the date and place of closing, so that searches may be continued.

2. PROOF OF IDENTITY: identity of all persons executing the papers delivered on the closing must be established to the satisfaction of the Company.

3. POWER OF ATTORNEY: If any of the closing instruments are to be executed pursuant to a Power of Attorney, a copy of such Power should be submitted to the Company prior to closing. THE IDENTITY OF THE PRINCIPAL EXECUTING THE POWER AND THE CONTINUED EFFECTIVENESS OF THE POWER MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Power must be in recordable form.

4. CLOSING INSTRUMENTS: If any of the closing instruments will be other than commonly used forms or contain unusual provisions, the closing can be simplified and expedited by furnishing the Company with copies of the proposed documents in advance of closing.

5. LIEN LAW CLAUSE: Deeds and" mortgages must contain the covenant required by Section 13 of the Lien Law. The covenant is not required in deeds from referees or other persons appointed by a court for the sole purpose of selling property.

6. REFERENCE TO SURVEYS AND MAPS: Closing instruments should make no reference to surveys or maps "unless such surveys or maps are on file. "

7. INTERMEDIARY DEEDS: In the event an intermediary will come into title at dosing, other than the ultimate insured, the name of such party must be furnished to the Company in advance of closing so that appropriate searches can be made and relevant exceptions considered.

MISCELLANEOUS PROVISIONS

1. THIS CERTIFICATE IS INTENDED FOR LAWYERS ONLY. YOUR LAWYER SHOULD BE CONSULTED BEFORE TAKING .ANY ACTION BASED UPON THE CONTENTS HEREOF.

2. THE COMPANY'S CLOSER MAY NOT ACT AS LEGAL ADVISOR FOR .ANY OF THE PARTIES OR DRAW LEGAL INSTRUMENTS FOR THEM. THE CLOSER IS PERMITTED TO BE OF ASSISTANCE ONLY TO AN ATTORNEY.

3. If the insured contemplates making improvements to the property costing more than twenty per centum of the amount of insurance to be issued hereunder, we suggest that the amount of insurance be increased to cover the cost thereof: otherwise, in certain cases the insured will become a co-insurer.

4. Our policy will except from coverage any state of facts which an accurate survey might show, unless survey coverage is ordered. When such coverage is ordered, this certificate wiil set forth the specific survey exceptions which we will include in our policy. Whenever the word "trim" is used in any survey exceptions from coverage, it shall be deemed to include, roof cornices, mouldings, belt courses, water tables, keystones, pilasters, portico, baicony all of which project beyond the street line.

5. Our examination of the title includes a search for any unexpired financing statements which affect fixtures and which have been properly filed and indexed pursuant to the Uniform Commercial Code in the office of the recording officer of the county in which the real property lies. No search has been made for other financing statements because we do not insure title to personal property. We wiil on request, in connection with the issuance of a title insurance policy, prepare such search for an additional charge. Our liability in connection with such search is limited to 51,000.00.

6. This company must be notified immediately of the recording or the filing, ifrer the dace of this certificate, of any instrument and of the discharge or other disposition of any mortgage, judgment, iien or any other matter set forth in this certificate and of any change in the transaction to be insured or the parties thereto. The continuation will not otherwise disclose the disposition of any lien.

• 7. if affirmative insurance is desired regarding any or the restrictive covenants with respect to new construction or alterations, please request such insurance in advance of closing as this request should not be considered at closing.

3. If it is discovered that there is additional property or an appurtenant easement for which insurance is desired, please contact the Company in advance of closing so that an appropriate title search may be made. In some cases, our race manuai provides tor an additional charge for such insurance.

First American Title Insurance Company of New York

Title No.: 066-CL-01 0158

Effective Date: May 10, 2001 Date of Report: March 7, 2001

Proposed Insured: Lake Country Village Homeowners Association, Inc.

Amount of Insurance: Fee: - S Mortgage: S Other: S

THIS COMPANY CERTIFIES that a good and marketable title to the premises described in Schedule A, subject to the liens, encumbrances and other matters, if any, set forth in this certificate may be conveyed and/or mortgaged by:

LAKE COUNTRY DEVELOPMENTS LLC

Source of Title: Quit Claim Deed dated given by Piattsburgh Airbase Development Corporation to Lake Country Developments LLC and recorded May 4, 2001 in Instrument £130853.

PROPERTY ADDRESS: NEW YORK ROAD, PLATTSBURGH, NY

First American Title Insurance Company of New York

Title No.: 066-CL-01 0128

SCHEDULE A

ALL THAT CERTAIN PIECE OR PARCEL OF LAND being part of the former Piattsburgh Air Force Base located both in the City of Piattsburgh and the Town of Piattsburgh, - County of Clinton, State of New York, being more particularly described as follows:

Beginning at a point in the westerly bounds of U.S. Avenue which point is the northeasterly comer of lands now or formerly of Agway Petroleum Corporation by virtue of a deed dated February 7, 1986 and recorded in the Clinton County Clerk's Office on March 13, 1986 in Deed Volume 660 at page 317;, -

Thence South 85° 55' 02" West along the northerly bounds of said, lands of Agway 300.74 feet to the northwesterly comer of lands of said Agway; thence South 08° 05' 55" East along the westerly bounds of lands of said Agway 171.43 feet to a point; thence in a general westerly direction through the lands of the former Piattsburgh Air Force Base the following seven (7) courses and distances:

(1) South 82° 42' 49" West, 222.07 feet to a point;

(2) South 87° 54' 37" West, 79.97 feet to a point;

(3) North 78° 20' 49" West, 154.97 feet to a point;

(4) North I T 42' 01" West, 126.16 feet to a point which lies 33 feet distant westerly from the centerline of Maine Road;

(5) Northerly along a curve convex to the East, parallel with and 33 feet distant westerly from the centerline of Maine Road, having a radius of 709.87 feet, an arc distance of 54.48 feet to a point;

(6) North IT 14' 10" West, 253.36 feet;

(7) South 86® 06' 31" West, 78.14 feet to a point which lies 50 feet distant easterly from the centerline of New York Road;

Thence in a general northerly direction along a series of lines parallel with and 50 feet distant easterly of the centerline of New York Road the following three (3) courses and distances:

S C H E D U L E A CONTINUED

First American Title Insurance Company of New York

Title No.: 066-CL-01 OUS

SCHEDULE A CONTINUED

(1) Northerly along a curve convex to the east having a radius of 1,812.20 feet, an arc distance of 241.48 feet;

(2) North 11° 31' 31" West, 48.83 feet;

(3) North 11° 25' 12" West, 297.90 feet; "

Thence in a general easterly direction through the lands of the former Plattsburgh Air Force Base the following six (6) courses and distances:

(1) North 78° 34' 48" East, 371.60 feet;

(2) North 50° 43' 04" East, 219.94 feet;

(3) North 69° 24' 37" East, 131.36 feet;

(4) North 363 09' 51" East, 124.62 feet;

(5) South 77° 10' 59" East, 254.85 feet;

(6) North 82° 13' 05" East, 136.60 feet to a point in the westerly bounds of U.S. Avenue;

Thence South 07° 46' 55" East along the westerly bounds of U.S. Avenue, 755.47 feet to the point or place of beginning.

EXCEPTING .ALL THAT CERTAIN PIECE OR PARCEL OF LAND being part of the former Plattsburgh Air Force Base located both in the City of Plattsburgh and the Town of Plattsburgh, County of Clinton, State of New York, being more particularly described as follows:

UNITS 6001, 6002, 6005, 6006, 60008, 6010, 6010, 6012, 60.14, 6016, 6017, 6201, 6204, 6205, 6208, 6209 6212, 6213, 6216, 6217, 6220, 6221, 6224, 6225, 6228, 6229, 6232, 6233, 6236, 6237, 6241, 6300, 6301, 6304. 6305 of the Lake Country Planned Unit Development as shown on a survey map entitled "Lake Country Village Planned Unit Development, Former Plattsburgh

q r u u n r ; r c \ m v r r v T r c n

First American Title Insurance Company of New York

Title No.: 066-CL-01 0128

SCHEDULE A CONTINUED

Air Force Base Housing Redevelopment Project, Phase I Plan", prepared by AES Northeast PLLC, Scott B. Allen, LS, dated March 27, 2000, Job £2466 filed'in the Office of the Clinton County Clerk as Map No. PL-B-127.

FURTHER EXCEPTING'ALL THAT TRACT OR PARCEL OF LAND conveyed to The City of Piattsburgh by deed dated May 4, 2001. Said parcels are known as Maryland Road, Massachusetts Street and Main Road, all as shown on a survey map entitled "Lake Country Village Planned Unit Development, Former Piattsburgh Air Force Base Housing Redevelopment Project, Phase I Plan", prepared by AES Northeast PLLC, Scott B. Allen,. LS," dated March 27, 2000, Job £2466 filed in the Office of the Clinton County Clerk as Map No. PL-B-127.

FOR CONVEYANCE ONLY: The policy to be issued under this report wiii insure title to such buildings and improvements erected on the premises which by law constitute real property. TOGETHER with ail the right, title and interest of the parr.- of the first part. of. in and to the land lying in the street in front of adjoining said premises.

First American Title Insurance Company of New York

Title No.: 066-CL-01 0128

SCHEDULE B - SECTION I

MATTERS TO BE DISPOSED OF ON OR BEFORE CLOSING

Rights of tenants or persons in possession, if any.

Returns, if any, of title search continuation since May 10, 2001 to date of closing..

Future installments of special assessments for improvements, if any.

New York ReaL Property Tax Law Section 302 and 520 may affect the real estate tax liability if the premises described in Schedule A have a tax exemption.

Mortgage made by Lake Country Developments LLC to Evergreen Bank, N.A. for $1,600,000.00 and interest, dated May 4, 2001 and recorded May 4, 2001 in Instrument £130889.

i

Assignment of Contracts from Lake Country Developments LLC to Evergreen Bank, N.A. recorded May 4, 2001 in Instrument £130890.

UCC-1 Financing Statement Filed May 4, 2001 , File £01-1093 Given By Lake Country Developments LLC (Debtor) To Evergreen Bank, N.A. (Creditor):

i . * . .

Building Loan Agreement filed May 4, 2001 For $1,600,000.00 Between Lake Country Developments LL'C (Lender) and Evergreen Bante/N.A. (Borrower).

The following endorsement(s) are to be added-to the final owner's policy: .

Questions regarding this report should be directed to Paul E. Bemdt, Esq., title examiner at 716-232-6500. T

First American Title Insurance Company of New York

Title No.: 066-CL-01 OUS

SCHEDULE B - SECTION II

EXCEPTIONS WHICH WILL APPEAR IN TITLE POLICY

Easement to City of Plattsburgh by instrument recorded in Liber 444 of Deeds, at page 345 on March l i 1961.

Easement granted to New York State Electric & Gas Corporation recorded-in Instrument #130823. -

Snow Removal and Easement Agreement to City of Plattsburgh by instrument recorded in Liber 474 of Deeds, at page 49 on April 1, 1964.

This policy insures that said easement and the exercise of the rights thereunder will not interfere with the use or maintenance of the improvements on' the insured premises.

Restrictions as contained in deed recorded in Instrument #130858.

Rights of others to the use of Mam Road, Massachusetts Street and Maryland road.

This policy insures that the improvements shown on a survey map made by ASS Northeast dated March 27, 2000 and last revised April 20, 2000, are located-wholly within the perimeter of the insured premises.

FTWC-IOO Part L REV. i m First American Title Insurance Company

of New York THE ALTA LOAN POLICY (10/17/92), WITH NEW YORK ENDORSEMENT (9/1/93), C O N T A I N S THE FOLLOWING INSURANCE COVERAGE AND EXCLUSIONS FROM COVERAGE.

L O A N C O V E R A G E SUBJECT TO. THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED. IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, First American Tide Insurance Company of N e w York, a Ncw"York Corporation, herein called the Company, insures, as Date of Policy shown in Schedule A against loss or damage, not exceeding the Amount of Insurance stated in Schedule A sustained or incurred by the insured bv reason of:

i 1. Title to the estate or interest described in Schedule A being

vested other than as stated therein;

Any defect in or lien or encumbrance on the title; Unmarketabilicy of the title;

.Lack of a right of access to and from the land; -The in validity or unenforceabilicyofthelienofthe insured mortgage upon the title; | The priority ofany l ienorencumbranceoverthe lien of the insured mortgage;

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;

The invalidity or unenforceability of any assignment of the insured mortgage^ .provided the assignment is shown in Schedule A " or the failure of the assignment shown in Schedule A to vest title to the insured mortgage in the named insured assignee free and clear of all liens.

Tne Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, or in the-lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations.

E X C L U S I O N S F R O M L O A N C O V E R A G E . The following matters are expressly, excluded from the coverage of this policy and the Company will hot pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: I.fa) Any law. ordinance or governmental regulation (including

but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any [improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of. these laws, ordinances or governmental regulations, excSpt to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a'violation or alleged violation" affecting the land has been recorded in the pubiic records at Date of Policy. | . \ . - .

(b) Any governmental police povver not excluded by (a) above, except to the extent that a nottee of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a"

(c) resulting in no loss or damage to the insured claimant;

(d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material); or

(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage.

4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Dace of Policy, or the inabiiitv or faiiure of anv subsequent owner of the indebtedness

' r ' ' '

• to -comply with applicable doing business law of the state in which.the land is situated.

5. invalidity or unenforceability of the lien of the insured mortgage.. " or claim thereof which arises out of the transaction evidenced by

the insured mortgage and is .based uoon usurv or anv consumer violation or alleged violation! affecting the landt-has been. A credit protection of truthhh' lending law. recorded in the public records ht Date of Policy. - - - :

! Rights of eminent domain unjess not ice of the exercise thereof has been recorded in t$e public records at Date of Policy, but not excluding f r o m | coverage any taking which has occurred prior to Date of Pqlicy which would be binding on the rights of a purchaser for value without knowledge.

Defects, liens, encumbrances , adverse claims or other matters: (ai created, suffered, a ssumed or agreed to by the insured

claimant; ; (b) not know to the Company , not recorded in the pubi ic records at

Dace of Policy, but k n o w n to the insured c la imant and not discioscd in writ ing to the C o m p a n y by the insured claimant t r ior to the dace the insured cla imant became on insured under

6. .Any claim, which arises o u t of the t ransact ion creating the . interest of the mor tgagee insured by this policy, by reason of the operation of -federal bankruptcy , s ta te insolvency, or similar

• creditors' rights laws that is based on: ( i) the transaction creating the interest of the insured mor tgagee b e i n g deemed a fraudulent conveyance or fraudulent t ransfer ; or (ii) the subordinat ion of the interest of the insured mor tgagee i s a resu l t of the application of the doctr ine of equitable subo rd ina t i on or (iii) the transaction creating the interest of the insured mor tgagee being -deemed a preferential transfer except where the preferent ia l transfer results from the failure (a) to timely record the ins t rument of transfer, or (h) of such recordation to impar t not ice to a purchaser tor value or a j udgmen t or lien creditor.

1 SPECIAL NEW YORK LOAN PROVISIONS i f the recording date ot the instruments creating the insured interest is later than the policy date, such pol icy shall also cover :: liens or encumbrances, except real estate taxes, assessments, water charges and sewer rents.

FTWC-IOO

rev. 1/94 First American Title Insurance Company of New York

THE ALT.A OWNER'S POLICY (10/17/92), WITH NEW YORK ENDORSEMENT (9/1/93), CONTAINS THE FOLLOWING INSURANCE COVERAGE AND EXCLUSIONS FROM COVERAGE.

OWNER'S COVERAGE SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED-rN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, First American Title Insurance Company of New York, a New York Corporation, herein called the Company, insures, as Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of:

1. Title to the estate or interest described in Schedule A being vested other than as stated therein;

2. Any defect in or lien or encumbrance on the title;

3. Unmarketability of the title;

The Company will also pay the costs, attorneys' fees and exp provided in the Conditions and Stipulations.

4. Lack of a right of access to and from the land;

5. 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.

incurred in defense of the title, as insured, but only to the extent

EXCLUSIONS FROM 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 which arise by reason of:

l.(a) .Any law. ordinance or governmental regulation (including bur not limited to buiiaing and zoning laws, ordinances: or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land: (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the [and is or was a pan: or (iv) environmental protection, or the effect of any violation of these iaws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been retorded in the public records at Date of Paiicy. but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

VVNER'S COVERAGE 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 foe insured claimant prior to the date the insured claimant became an insured under this policy;

(c) resulting in no loss damage to the insured claimant;

(d) attaching or created subsequent to Date of Policy; or

(e) resulting in loss or damage which would, not have been sustained if the insured claimant had paid vaiue for the estate or interest insured by this policy.

4. .Any claim, which arises out of the transaction vesting in foe • insured the estate of interest insured by this policy, by reason

of operation of federal bankruptcy, state, insolvency similar creditors' rights laws that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraduient conveyance or fraudulent transfer, or (ii) foe transaction creating the estate or interest insured by this polim/ being deemed a preferential transfer except where the preferential transfer results from the failure (a) to timely record foe instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.

S P E C I A L N E W Y O R K O W N E R ' S P R O V I S I O N S If the recording date or'the instruments creating the insured interest is later than the policy date, such policy shall also cover intervening liens or encumbrances, except real estate taxes, assessments, water charges and sewer rents.

Record and Return To:

feer, Secrsst h Brsry Attn.: Chris Ffym t ism 3acsch i imt Placs Rrnsster, W Mfc

.COMPLETE THIS S I D E

PARTY? I £5) OF THE F I R S T P.ART

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Z8QZ MAR - 1 AM IU 53

CLiNTQM COUNTY CLERK'S OFFICE ' JC! it: M. ZUPLO

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FIRST SUPPLEMENTAL DECLARATION TO DECLARATION OF

COVENANTS, CONDIT IONS, EASEMENTS AND RESTRICTIONS

THIS FIRST SUPPLEMENTAL DECLARATION TO DECLARATION OF COVENANTS,

CONDITIONS, EASEMENTS AND RESTRICTIONS (the "First Supplement") is made this / ^ day of F A T E C A * / , 2002, by L A K E COUNTRY DEVELOPMENTS, L L C , a New York limited liability company with its principal office located at 152 Maryland Road, PO Box 3066, Piattsburgh, New York 12901-0298 (hereinafter referred to as the "Declarant").

WHEREAS. Declarant filed a Declaration of Covenants; Conditions, Easements and Restrictions (the "Declaration") in the Clinton County Clerk's Office on June 28, 2001 and which is filed as Instrument #132346; and

WHEREAS, the Declaration established the Lake County Vil lage Homeowners Association, Inc. which is located in the City of Piattsburgh. Clinton County, New York (the "Association''); and

WHEREAS, on June 28, 2001, the Declarant established Phase I of the Association by the filing of the Declaration which imposed upon the reai estate described on the attached Exhibit "A" (the "Property") the terms, covenants, conditions, easements and restrictions contained in the Declaration which ara fcr the purpose of protecting the value and desirability of the Property; and

WHEREAS, the Declaration established the Association under the not-for-profit corporation law of the State cf New Ycrk fcr the purpose of overseeing the administration of the Property which is subject to the Declaration; and

WHEREAS, Article X of the Declaration gives the Declarant, its successors or assigns, the sole and absolute right to bring within the scheme of the Declaration additional property to be developed substantially similar to the Property described on Exhibit ""A"; and

S T A T I S T I C A L R E C O R D l u c N A M E O F PROJECT ' - " * " * C o u n t r y V i l l a g e H o m e o w n e r s Ast iuc l a l I o n , /

i A D D R E S S N c w Y o r k R o £ u l

C I T Y r i . a t t u h » r B h C O U N T Y e n m e n S T A T E NY Z I P 1 2 9 0 1 - 0 2 8

SPONSOR C o u n t r y D e v e l o p m e n t s I.I.C

A D D R E S S 1 0 M a r y l a n d S t r e e t , PO Box 3 0 6 6 , VI a L t s b u v \ \ U , NY

SPONSOR 'S A T T O R N E Y l l a r t e r , S c c r e s t & Knmry 61.1' B Y : W i l l i a m N. I.a F o r t e T E L . N O . Z 131^213-6500

A D DR ESS 700 Mid town T o w e r , K o c l i i i s t e r , New Y o r k 14 6UA Check One: Check One:

Pt 17 (Coop) T y p e

.Pi 18 (Occ. Coop )

.Pt 19 (Condo)

.Pi 20 ( N C / V a c Condo)

.Pt 21 ( N C / V a c Coop)

.Pt 22 (Homeowners)

FOR OFFIQUISEQNLY D E P O S I T $___ H EC. / D A T E _ _ B A L A N C E $ _ . .., R E C . / D A T E . : INIT.PP $ _ _ _ PP on Acccp._ Date

Ally. CPS-1 (or 3)

Date A c c „ Hcc. N o . K E Y D A T E S : P L A N R E C ' D ASSIG T O W I T H D R A W N / N O T A C C

A B A N D . A C C E F F

x Other CPS-7 A p p H r . n r . i o n

I

Check One:

.Coop Condo Condo/Coop HOA

_Timcshare I IPD

_ _ L o f t _ x Other 6 T S - 7

Specify

BUILDING INFORMATION

Check Type: No. Units:

xx Vacant NC Rehab

Conversion Fvic Split Non-Evic

Rcsid 106 RC RS __

Corn in

Prof

Resort

Other

Existing Use:

.Rcsid

.Commercial

.Loft (Mfg)

.Office _ s r o

.Public Dldg: school,hosp. clc.

Other Spccify

Total 106

I