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Mattituck Farms Holding
OFFICE LOCATION: MELISSA A. SPIRO ,\0 so(/T�, Town Hall Annex LAND PRESERVATION COORDINATOR ��� �l0 54375 State Route 25 melissa.spiro@town.southol d.ny.us (comer of Main Road& Youngs Avenue) Telephone(631)765-5711 Southold, New York www.southoldtownny.gov �laQ MAILING ADDRESS: c'OU( ,� P.O. Box 1179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VC To: Denis Noncarrow DEC 1 2 2022 Town Clerk From: Melanie Doroski odhold Town Clerk. Land Management Specialist II Date: December 12, 2022 Re: MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Farms 1, 2, 3, 4, 5, 6, 7, 8 & 9 Development Rights Easements and Covenants & Restrictions Denis: Enclosed for safekeeping in your office, please find the following documents: • Closing Statement • Closing Memo dated December 3, 2021 Farm 1 -SCTM #1000-95.-3-8.1: • Certified Copy of Grant of Development Rights Easement dated December 3, 2021, between Mattituck Farms Holdings, LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 2/25/2022 in Liber D00013144 at Page 505 • Certified Copy of Declaration of Covenants and Restrictions dated December 3, 2021, by Mattituck Farms Holdings, LLC, recorded in the Suffolk County Clerk's office on 2/25/2022 in Liber D00013144 at Page 506 • Title insurance policy#0-8911-000917899 issued by Stewart Title Insurance Company on December 3, 2021, in the insured amount of$2,978,172.55 (title no. 71174657) Farm 2 -SCTM #1000-95.-4-3.1: • Original Grant of Development Rights Easement dated December 3, 2021, between Mattituck Farms Holdings, LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 3/17/2022 in Liber D00013147 at Page 608 • Original Declaration of Covenants and Restrictions dated December 3, 2021, by Mattituck Farms Holdings, LLC, recorded in the Suffolk County Clerk's office on 3/17/2022 in Liber D00013147 at Page 609 • Title insurance policy#0-8911-000917901 issued by Stewart Title Insurance Company on December 3, 2021, in the insured amount of$1,349,900.78 (title no. 71174659) Farm 3 -SUM #1000-95.-4-5.2: • Original Grant of Development Rights Easement dated December 3, 2021, between Mattituck Farms Holdings, LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 3/17/2022 in Liber D00013147 at Page 610 • Title insurance policy#0-8911-000917902 issued by Stewart Title Insurance Company on December 3, 2021, in the insured amount of$265,331.19 (title no. 71174660) Farm 4 -SCTM #1000-95.-3-8.1: • Certified Copy of Grant of Development Rights Easement dated December 3, 2021, between Mattituck Farms Holdings, LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 2/25/2022 in Liber D00013144 at Page 503 • Certified Copy of Declaration of Covenants and Restrictions dated December 3, 2021, by Mattituck Farms Holdings, LLC, recorded in the Suffolk County Clerk's office on 2/25/2022 in Liber D00013144 at Page 504 • Title insurance policy#0-8911-000917900 issued by Stewart Title Insurance Company on December 3, 2021, in the insured amount of$566,946.99 (title no. 71174658) Farm 5 -SUM #1000-95.-4-12 & 13 n/k/a#1000-95.-4-13.1: • Original Grant of Development Rights Easement dated December 3, 2021, between Mattituck Farms Holdings, LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 3/14/2022 in Liber D00013146 at Page 997 • Title insurance policy#0-8911-000917903 issued by Stewart Title Insurance Company on December 3, 2021, in the insured amount of$727,392.99 (title no. 71174661) Farm 6 -SCTM #1000-95.-4-6.1 & 6.2: • Original Declaration of Covenants and Restrictions dated December 3, 2021, by Mattituck Farms Holdings, LLC, recorded in the Suffolk County Clerk's office on 4/6/2022 in Liber D00013150 at Page 456 Farm 7 -SUM #1000-95.4-14.2 & 14.3: • Original Declaration of Covenants and Restrictions dated December 3, 2021, by Mattituck Farms Holdings, LLC, recorded in the Suffolk County Clerk's office on 4/6/2022 in Liber D00013150 at Page 457 Farm 8 -SUM #1000-95.-4-9.1. 9.2 & 10 n/k/a#1000-95.-4-10.1: • Original Declaration of Covenants and Restrictions dated December 3, 2021, by Mattituck Farms Holdings, LLC, recorded in the Suffolk County Clerk's office on 4/6/2022 in Liber D00013150 at Page 458 Farm 9 -SCTM #1000-95.-3-3.4: • Original Grant of Development Rights Easement dated December 3, 2021, between Mattituck Farms Holdings, LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 5/18/2022 in Liber D00013156 at Page 531 • Original Declaration of Covenants and Restrictions dated December 3, 2021, by Mattituck Farms Holdings, LLC, recorded in the Suffolk County Clerk's office on 5/18/2022 in Liber D00013156 at Page 532 • Title insurance policy#0-8911-000917898 issued by Stewart Title Insurance Company on December 3, 2021, in the insured amount'of$112,255.50 (title no. 71174656) Thank you. Melanie encs. i i CLOSING STATEMENT MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD SCTM #1000-95.-3-8.1 (Farm 1) SCTM #1000-95.-4.3.1 (Farm 2) SCTM #1000-95.-4-5.2 (Farm 3) SCTM #1000-95.4-1 (Farm 4) SCTM #1000-95.-4-12 & 13 (Farm 5) SCTM #1000-95.-3-3.4 (Farm 9) Additional Covenants & Restrictions on: SCTM #1000-95.4-6.1 & 6.2 (Farm 6) SCTM #1000-95.-4-14.2 & 14.3 (Farm 7) SCTM #1000-95.4-9.1, 9.2 & 10 (Farm 8) Total Development Rights Easement Acreage — 105.83 acres Total Parcel Acreage— 112.41 acres Total Development Area Acreage — 6.58 acres Premises: Oregon Road, Alvah's Lane & CR 48, Cutchogue/Mattituck Contract Executed: June 9, 2021 Closing Date: December 3, 2021 Purchase Price of $6,000,000.00 (per contract) disbursed as follows: Payable to Belvedere Property Management, LLC $ 6,000,000.00 Check#147303 (11/30/2021) Farm 1 52.53 acres $ 2,978,172.55 Farm 2 23.81 acres $ 1,349,900.78 Farm 3 4.68 acres $ 265,331.19 Farm 4 10.00 acres $ 566,946.99 Farm 5 12.83 acres $ 727,392.99 Farm 9 1.98 acres $ 112,255.50 Totals: 105.83 acres $ 6,000,000.00 Expenses of Closing: Appraisal Payable to Lawrence Indimine Consulting Corp $ 8,000.00 Check#145203 (3/9/2021) Survey Payable to JM Minto Land Surveying $ 27,500.00 Check#146820 (10/5/2021) Environmental Report (Phase I ESA) i Payable to Cashin Technical Services, Inc. $ 3,900.00 Check#146785 (10/5/2021) Title Report Payable to Stewart Title Insurance Company $ 32,381.00 ; Check#147359 (11/30/2021) Farm 1 (title #71174657) $ 12,373 Farm 2 (title #71174659) $ 6,654 Farm 3 (title #71174660) $ 1,924 Farm 4 (title #71174658) $ 3,403 Farm 5 (title #71174661) $ 3,736 Farm 9 (title #71174656) $ 2,246 Additional C&R's $ 2,045 Those present at Closing on December 3, 2021 in Southold: Jeanne Giarratano Title Company Closer Scott A. Russell Southold Town Supervisor Melissa Spiro Land Preservation Coordinator Melanie Doroski Associate Administrator Mary C. Wilson, Esq. Town Special Counsel (by phone) Those present at Documents' Execution on December 2, 2021 in Southampton: Jeanne Giarratano Title Company Closer Peter Talty Seller's Agent David Dubin, Esq. Attorney for Seller Jennice Rodriguez Paralegal for Seller TOWN OF SOUTHOLD VENDOR 002215 BELVEDERE PROPERTY MANAGEMENT 11/30/2021 CHECK 147303 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT CM . 8660.2.600.100 21-625 112421 FARM 1-1000-95. -3-8.1 2, 978,172.55 CM . 8660.2 .600.100 21-625 112421 FARM 2-1000-95.-4-3.1 1,349, 900.78 CM . 8660.2 .600.100 21-625 112421 FARM 3-10'00-95. -4-5`2 215,331.19 CM _8660.2.600..100 21-625 112421 FARM 4-1000-95. -4-1 566,946. 99 CM . 8660.2.600'.100 21-625 112421 FARM 5-1000-95. -4-12&13 727,392. 99 CM . 8660.2.600.100 21-625,1124 :x'-' - _ FARM 9-1000-95. -3-3 .4 112,255.50 a 5 tj a Fz TOTAL -- 6, 000, 000 . 00r p ;� } �' °iia.d;:..,.}k1il ,a�':I•'�ir..�:. ,�:."r. �T,;� i I, 1 �•.�t=•yr.. ti• 1,:-�.ci , i:i= ffW FS.-__�,;:x2Y, �Cl� ii-,§ixl,� t.;.�:� —iY(� t' r�:+L,V" W+1'EisS•ti J`? gj u':.,-rir�`�i;;�9'i:a,.7:+� tl . •i}z- � $"'�:-`t'4t: ::E�#' �,.,.sFt"�'a•"j',�i s,.v� .`. 4t ' a . ,d5:. >;r ��� <:�•�.�,.. JIM" y'FI XT moi; ...f"'' � p''���i I _ 1 1 . : _ _ ,J, r _-_ r.�'�'�.r'.,'.^^:r'T,'.t�_'^.f.`.!,'J`:I;'.!•',:'�'.l'.:'4_F`d"l.�f':!":i-,?'.�"1 " .. , c .i��. .i,�, .-t' ,t.♦a• IiY'ti.t,.vY,:•:i+,p1;'r,;}.„�{�`;tt.•...att.i,.::e.St'y1' :TOWYOF'°SOUTHOLD /!2W53065 ;11X3'0 .0':21;.1.,. , idIAINiROAD''P,OBOX'L179i - :, •1 'd” Y .5: Gi':- .i',d, 5::,`dt''l:`'•F '/. 'Ptryl'• l 41: .l. - �SOUT OL IvYA9 1.-09 59' r' rr 0'.• 7 _ - -_- .=.-at k:•'(. �' . -THE SLFFOEKCO .:NATIO•NAL•BANK; CUTCH0G1JE,NY•11 35� .�' M1 .;DATE;t;.,t+, - �..,, ,J t';4AM'�OU-N@�?�- •7Ss' :9. x t� i, h '.j7 _ yi, .i '7, '{de:',(i•�.'r' _.5. t,•P �t:r r7� :fi' iSi`r�Y„ iT.�♦. 1.rY''� .Y.+ q;'�;�,.,'r '.(l•.rad,: p d �+ x. D'•:—bb/10.0:*''DOL'I:P,RS - - �:,., h:a t�• >,,.-,=P' {,++, itis 't.. `<i-�,It+i•S•,'. ,F.}l,�lt,•t'°;a,l-:',.{'.y1,r•t♦;., 'fY` •if4 -4'• ')• '!t .i. S S'q".e'.i' 1: °"f. f .'tY a:[.'3`�' - t;.,T.,R, is 54•. •'•_ ii.. ♦i.ls}t.ya.r:i.} t . toq �. �:• ij ' "t rr. , - .,b, AY.. 'tW ry�l.i:'yl,:'.i. :i :@, tr`:'gt'➢T��'<:4.. '! @6r AYBELVEDERE'• PROPERTY MANAGEMENT. .d. ,a:' ;ir:>.,r .tv,; - !C'• 1,'s r,;. '� "pi:_ ,:.v;' ;i: t TOT1`E Q� Q ,'�� -I: .FF.�Yr.F`s-•.�R�;..'r.. f,Y..• ss P.�f t rt. _ �il°.':<' '7�,._ :.Q•. `R' ,1,C, 6':A. � nit „}'r1. aFLOOR ':f:' - y> �,� ,� - _ •;i ✓..r,.,:.,"f OFA' , _ .. ... :_ ;•'11 �.. __. .- .,P;, s' �' ,}i, ;s^:.'',`' , NEW YOkk NY' 10.03;6 si. i i►' IL, 7303111 1:0 2 X4054641: 63 000004 Oils , Lawrence Indimine Consulting Corp. Invoice 18 Bailey Lane Date Invoice# Manorville,NY 11949 (631) 979-2735 2/21/2021 1130 Bill To Town of Southold Department of Land Preservation PO Box 1179 Southold,NY 11971-0959 Description Amount Appraisal.of Property of Mattituck Farm Holdings,LLC 8,000.00 Located in Cytchouge SCTM#1000-95-3-3.4,15,16i 8.1,#1000-954-1,-3.1.,5.2, 12& 13 File#21023 F E B 2 2 2021 LAND PRESERVATION DEPT Town of Southold Thank you for your business. Total $8,000_00 14 TOWN OF SOUTHOLD � VENDOR 011893 LAWRENCE INDIMINE CONSULT CORP 03/09/2021 CHECK 145203 et A FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT CM .8660.2."500.200 34291 1130 APPRAISAL-MATT FARM HLDG 8,000.00 In TOTAL 8,000.00 ZM - -------- ---- - '1 32 ellZI M, r ILA' tu ---------------------- - --- ----- - ------ ------- -------- -------- - --- - ----- , t. t" i6WN'6F-SOU7H0LD' 53095 MAIN A0A(),'po,,I3ox 1I179 )iT 11.9:/-2 0 2 SOUTHOUD,NY 11,97,11 E su 0 IN CIJTCHOGUE,NYI1935 AMO, NT, -8:fC 0'0,0:.00.. 50 .2.1- �,EIGHT:-Vi60iikD ANIY,00 100 DOf��" ir • ? . QV.- �4Y,,, _LAWRENCE INDIMINE COf'T SULT CORP A.. I TO Tilk 111NER"_ MANOR�IILLE 'NY A.9 4'9 OF 14'5120311' .1:0 2 1 It 0 S Lt E3 til: G3 OOOOOL, 0115 ,£ �att`;'z� , ,` vi -,::,. _ �.''; -_�, zy;; r q .7=a:-w. ..,. a ra.. s. �F,``.;;; ',:,at�•� :.' c ,' .«akg '.gs`. .or,.. `vx, hY i^,a•,r '::Z 'Y3'. '.:.�,, 'S,i:'^. +�€:c.',;,yn+.' k. .�:,.. ':rt`, ,s.'�'. '.%< .:i-. >~i.s,�,' ';fir ,,,, gvr�o- y r W,•!, "�.4>,.j,,. .•,',�-" .%°�. :��'."',r"- r u' `k S= Sl "i `r. t L'' xR:. r•�,- - 7 _ .. •inn x ._ -.4 �...s.:4•�`, -3` ..,. _, .. �L : .x.:''-=:I'+ .c ,. _ r._ t'. �._ _. ._ -.. ';Lv ...............a r .?ii;..'.. _.,_a. , � ... ,-. -. :fX�}i .. �.. , _ ,.., :a+.-'�`:'f __'. .:r��fx:'�hrir_^ .}. r...L.. ✓ ... JM Land Surveying D.P.C. Invoice PO Box 1408 Invoice No: 7156 Smithtown,N.Y.11787 Date: 09/14/2021 Phone:631724 4832 Fax:631724 5455 Mintoville@aol.com Bili To: TownOfSouthold melanie.doroski@town.southold.ny.us P.O.Box 1179 Southold,New York 11971-0959 Code Description Amount Project located in the Town of Southold,NY a total of 107 acres plus or minus. Sctm 1000-95-03-3.4,8.1&1000-95-04-1,5.2,3.1,12,13 Reference the scope of services requested for professional surveying services from the Department of Land Preservation Town of Southold dated August 20,2021. RESS Research deeds,documents and filed maps at the Suffolk County Clerks Office. imp Survey team to visit site establish boundary line control and locate all on site improvements DRCBS Draftsman to add all data to base map and then prepare certified land title survey's. BLUE Blueprints and digital files for distribution. $27,500.00 Time+-3 weeks. Subtotal $27,500.00 EJAND npp TAX 0% $0.00 O V ED Total $27,500.00 PAID $0.00 7 2021 -- Balance Due $27,500.00 RVATION DEPTf Southold 1/1 •�'�,'. <- t; •! �•,j'�?� s _'1' tom;li :G�y�f- n•,t, , �.INIY i 4 �'�....$E� lR'd''iy, t1'G..'F':. .•Po ..,k%I: i�.1 ''',]�(�+•�?+�•'.�c;.•, r �,, ,.t ,.c.Y Z�i. i•"� n m s v a.OM1 � -�5i,yrj I I t% TOWN OF SOUTHOLD _ ' I i I - VENDOR 010586 JM LAND SURVEYING DPC 10/05/2021 _ CHECK 146820 I ; I :4 A I - Gr. FUND & ACCOUNT r P.O.# INVOICE DESCRIPTION AMOUNT I ' , I CM .8660.2:1600.100 35531 `7156 1\(16)EASEMENTS-MATT FARM 27,500.00 TOTAL 27,500.00 fe f75d A. ti�,c•�(' I •�•t, -1 R Ulf :tom.-+�"• �y '1`t., i J t�v }fAA """ ^r4 ' " ••�^'�• , • t �t I "'•'` a ` i°9°YYY 1 vy. I I t ' ____________ ________ _ _____ ___ _________ _ t I A vvT t � e t I tty'Y �;•'t" 1 �, 1 _ .. -' � •,'•� t ,�������'+'�`.y' .it✓�1.x1,5'J•-lam`S'3't' I 1t� - - TONt1V'OF,SOUTHOI;b • - - "`'`r: .`��,: '' , , t:� `W„,G,v iI , ,t' •, f,, '63095 MAIN E ROAD;PbBO.X N9A177ltO9;N. -a�;:rt' yP-t,,tU•t D.,_I'P '10/' N0O5/�-2rx102416'?8,2I''0„=:�'�,aSr;,,j'3 '' '01Y,$OUTHOLN }797T-0969 CECK 8UF0KCO ,,`t r tY_I:> 'Sl^•s ,,✓,1!'st,ti. i } CUTCHOGUE,NY 1,1935` : ' ,t't':C!ATE,1.'.t t'•, ,,i; t.'.tAMOUNT,6',;l,5 'A 1%, „I,. 1i,,�i „i�., .,;,. -�. I�t:,,.t;, si ' '4 t°a��,''''ly�t '4.�._ •'�_e•_>',i„ 'i`� `'l•''', ''ta. •ct'.=:°�� .Irr'',"t,lr�ta:l;r.t.i::, ,Y+r 2o21.�• 2 5do oo,;a'- . I {`s; '�I�t ;•r7� •Ri r•:'' i t• �,•,�� J'1',. i," :,;j”: t�,Q,45,4fi(21.4,�.',r `u" ,.;;T e��.r;, •' 'q,. 1 t'..y t':�°•.;'.�.�•i•'. � -� I . , �:: ... t .It„ •>.t, ,t a' t ;�•,,;,`� st 1,,P., tR r,4t.tf•l lr I;4i•'tt_Y '�+•f' '-'SEVEN THOUSAND'"ii'I!E''H�JNDRED' AND-.0 00 0 t t t 1 I V 1. - ` t t' ,',: .i t .V° '' t't�i',l�' 'tl•sl tt.r t,I t tS tt t L•'i,f •.•i"i �,a( ,,,QL =�. ,`--�, ..7 t .;y i' j 1, :'u; -`°' s7ti •r:s.-i' ;; it ••y .1's 'qt',,IS' '�'i r ',t. c i', '•,t r t';,';S;t , t: �Y, °t',,Ott.l h :Ss`.i.' ,<- C i S�)`'dt,�'yt•;'P Yi'v'.v;• '� "i° ,tib YY - �ry °ti,`� t' .'r V. ,f.. "lii J,'• j� •� P�'•'r _' •�,•-'I„ �a;t ' . d ✓,J •K'• J{.i I I I ,t,: t •a �.-t, ', � <+'. '`<',1 ,{��Y"���M1'%1 a1r :'_l''•c I7` 'c,• t •ti;•.t' ,s!' I'�-'a t,`t�:� J..' ,:,.'d• '_'.r%`.• :•J .+..� .,;� 's., .�:'1''. '•',ir,' � .�y,• 1... .l , ; I-'.J�. '�i•.l'�J.� ..�h,': i r�J. 'DPC„ t P 't` aP i AY.. �• JM LAND SURVEYING ' ,,ttit- 93, trt 1 33.'SMTHTOWN BLVD' r•' +ra,,: IiDERh f tit ' . t° O • �• cr_ ,tt ;,' �i�l:j Y'�t?aN +' i�r<litt' I I OF 'SMI'TFITOWN NY"'11'187 'r ( 44". Ali, >' y� , Lt, ; ii' 1468 20us 442140546411: 63 000004 Olin .., Caahin Technical 8GrV ices, Inc. 1200 Veterans Memorial Hwy. Hauppauge . NY. 11788 a r 631.348.7600 phone / 631.348.7601 fax Melanie Doroski Town of Southold Town Hall Annex PO Box 1179 • September 23, 2021 Southold, NY 11971-0959 Project No: 21CTS.003 Invoice No: 921001C Phase 1 Environmental Site Assessment for property located at s/s Oregon Road, Cutchogue, NY Professional Services from September 1 2021 tqSe tn�ember 23 2021 Fee 3,900.00 Total this Invoice $3,900.00 GUCC�GOMC�D SEP 2 4 2021 LAND PRESERVATION RVA ION En Town 2ME .0 TOWN OF SOUTHOLD is VENDOR 003086 CASHIN TECHNICAL SERVICES, INC 10/05/2021 CHECK 146785 FUND & ACCOUNT P.O.# INVOICE DESckipTION� AMOUNT CM .8660.2.600.100 35529 0921001C PHS1-MATT FRM-95.-3-8.1 650.00 CM .8660.2.600.100 35529 0921001C PHS1-MATT FRM-95.-4-3.1 650.00 CM .8660.2.600.100 35529 0921001C PHS1-MATT FRM-95.-4-5.2 650.00 74 CM .8660.2.600.100 35529 0921001C PHSI-MATT FRM-95.-4-1 650.00 CM .8660.2.600.100 35529 0921001C PHS1!MTT FRM-95.-4-12&13 650.00 CM .8660.2.600.100 35529 .0 9?Z6�iC! PHS1-MTT FRM-95.-3-3.4 650.00 fu i1 , �r�j' {,17?.,€�y� � Vit' t -� TOTAL 3, 900.00 alp NI) yt� 4 U. ----------- ---- ----------- --------------------- ----- ------- - ---- ----- -- - ----------- It JV tbwNoFsouTH6LbA'UDIT-' 1:0/05'/` '02.3.-,".:- J 53095'MAIN kOAD,PO BOX 13 79, SqUTHOLD,NY.119�71-0959 CHECK,'NO'.•'.:146, THE SUFFOLK CO.NATIONAL BANIk .3 CUTCHOGUE,NY'l 1935 DATE . 1, AMQUNT, fmv 1' 05-/'2021, .0 go"o o �(�549/21,4 � '�'HRE-E- "THOUSAND)NINE HUNDRED AND 00,/10'do'bOL r ' P4 y. CASHIN.,TECHNICAL SERVICES, INC To 77 120 1,-VI'7ERA�Np 0 1 MEMORIAL, HIGHWAY' ER OF � YAUPPAUGE NY, 1768 G ?Ej S 402L4054641: -63 000004 0111 U. //P^stewartINVOICE Title No. 71174656 TITLE Invoice No. 7117465601 Invoice Date 11/23/2021 10:05 AM ,CLOSING1 ' 1 ' Title Closer Jeanne D.Giarratano Applicant Melanie Doroski Closing Date/Time 12/3/2021 10:00 AM Lender N/A Closing Location Lender Attorney N/A T/O Southold Land Preservation Dept, 54375 Main Rd,Town Hall Annex, Seller Attorney David M.Dubin,Esq. 2nd floor,Southold,NY Transaction Type Easement with Insurance. Sale Amount $112,255.50 Loan Amount $0.00 INFORMATION. Property Address 4710 Oregon Road,Town of Southold,City of Cutchogue,State of NY,District 1000,Section 095.00, Block 03.00,Lot 003.004 Unit Number Property Type Commercial,Vacant County Suffolk Seller Mattituck Farms Holdings LLC Buyer/Borrower Town of Southold PROVIDED ate• � a �. :: � �,�} © ' �� � :` � :fig � �� 1 ' PREMIUM• Fee Insurance(Liability Amount:$112,255.50) $671.00 $671.00 ENDORSEMENTS: SEARCH FEES: State-Certificate of Good Standing $150.00 $150.00 Certified Copies* $200.00 $200.00 POST CLOSING REQUEST FOR CERTIFIED COPIES OF INSTRUMENTS BEING PRESENTED FOR RECORDING! RECORDING FEES:*** Recording Fees $1,175.00 $1,175.00 Easement Agreement(Lot 3.4)(22 pgs) $405.00 2 TP-584$10.00 C&R(Lots 3.4,3.5&3.6)(11 pgs)$350.00 2 Additional Lot Fee$400.00 2 TP-584$10.00 NOTE:CERTIFIED COPIES TO BE REQUESTED AT THE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES:(TRANSFER/MANSION/MORTGAGE) NYS Transfer Tax(usually paid by seller)($450.00) ** EXEMPT Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 1 of 3 White Plains,New York 10604,Attn.:Accounting //Pstewart Invoice No.7117465601 TITLE ADDITIONAL: Additional Fee $200.00 $200.00 TITLE CLOSER SERVICES SUBTOTAL: $2,396.00 $2,246.00 $150.00 . $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL: $2,396.00 $2,246.00 $150.00 $0.00 *Taxable at 8.625%. **Party responsible for payment Please remit a copy of this invoice with your check made payable to Stewart Title Insurance Company. CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT DISCLAIMER PLEASE READ THE FOLLOWING IMPORTANT INFORMATION: 1. IMPORTANT:The attached"Consumer Acknowledgment of Title Insurance Premiums,Fees,and Service Charges"must be reviewed and signed by all buyers,borrowers,sellers,lenders,or their authorized representative(s)at time of closing and/or issuance of the policy of insurance. 2. Estimated Invoice:We provide our estimates,as stated,based on the information we receive from the parties and usually without having been provided final documentation to be used at closing.Should there be a"change in circumstances"as defined in RESPA rules,Stewart Title reserves the right as allowed under the RESPA rules to revise our estimated closing costs at any time. 3. Refinance:If this is a refinance within ten(10)years,you may be entitled to a reduced premium.The estimated invoice may not reflect the reduced premium;all applicable reductions will be calculated upon review of title,as required by the TIRSA Rate Manual. 4. Additional Hour Fee:For all closings that exceed two(2)hours,a fee of$100.00 will be invoiced for each hour or part thereof at time of closing. If closing is 2 hours or less,please strike. See TIRSA Rate Manual Section 2(G):"The Company may impose additional charges for closing attendance in excess of two hours and for any closings extending beyond normal business hours and where additional attendances are necessary or travel arrangements and distance warrant." 5. Adjournments:Title and tax continuation fees will be invoiced as applicable for closings adjourned less than 24 hours from time of scheduled closing. An adjournment fee of$200.00 will be invoiced when the title closer has appeared at closing but closing is adjourned. For our Schedule of Fees please refer to our website:www.stewart.com/nymetro Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 2 of 3 White Plains,New York 10604,Attn.:Accounting INVOICE Asr s t e w a r t Title No. 71174657 TITLE Invoice No. 7117465701 Invoice Date 11/23/2021 11:21 AM CLOSING1 ' 1 ' Title Closer Jeanne D.Giarratano Applicant Melanie Doroski Closing Date/Time 12/3/2021 10:00 AM Lender N/A Closing Location Lender Attorney N/A T/O Southold Land Preservation Dept, 54375 Main Rd,Town Hall Annex, Seller Attorney David M.Dubin,Esq. 2nd floor,Southold,NY Transaction Type Easement with Insurance Sale Amount $2,978,172.55 Loan Amount $0.00 REFERENCE / ' 1 Property Address 5780 Oregon Road,Town of Southold,City of Cutchogue,State of NY,District 1000,Section 095.00, Block 03.00,Lot 008.001 Unit Number Property Type Commercial,Vacant County Suffolk Seller Mattituck Farm Holdings LLC Buyer/Borrower Town of Southold SERVICESPROVIDED WNRAW. W. 20 Emu PREMIUM: Fee Insurance(Liability Amount:$2,978,172.55) $11,168.00 $11,168.00 ENDORSEMENTS: SEARCH FEES: Certified Copies* $200.00 $200.00 POST CLOSING REQUEST FOR CERTIFIED COPIES OF INSTRUMENTS BEING PRESENTED FOR RECORDING! Search Fee* $40.00 $40.00 Bankruptcy and Patriot Seller RECORDING FEES: *** Recording Fees $765.00 $765.00 Easement Agreement(23 pgs) $410.00 2 TP-584$10.00 C&R(8 pgs)$335.00 2 TP-584$10.00 NOTE:CERTIFIED COPIES TO BE REQUESTED AT THE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES:(TRANSFER/MANSION/MORTGAGE) Peconic Bay Regional Town Transfer Tax($56,563.45) ** EXEMPT Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 1 of 3 White Plains,New York 10604,Attn.:Accounting //A^stewaft Invoice No.7117465701 TITLE NYS Transfer Tax(usually paid by seller)($11,914.00) ** EXEMPT ADDITIONAL: Additional Fee $200.00 $200.00 TITLE CLOSER SERVICES SUBTOTAL: $12,373.00 $12,373.00 $0.00 $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL:j $12,373.00 1 $12,373.00 1 $0.00 $0.00 *Taxable at 8.625%. **Party responsible for payment Please remit a copy of this invoice with your check made payable to Stewart Title Insurance Company. CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT DISCLAIMER PLEASE READ THE FOLLOWING IMPORTANT INFORMATION: 1. IMPORTANT:The attached"Consumer Acknowledgment of Title Insurance Premiums,Fees,and Service Charges"must be reviewed and signed by all buyers,borrowers,sellers,lenders,or their authorized representative(s)at time of closing and/or issuance of the policy of insurance. 2. Estimated Invoice:We provide our estimates,as stated,based on the information we receive from the parties and usually without having been provided final documentation to be used at closing.Should there be a"change in circumstances"as defined in RESPA rules,Stewart Title reserves the right as allowed under the RESPA rules to revise our estimated closing costs at any time. 3. Refinance:If this is a refinance within ten(10)years,you may be entitled to a reduced premium.The estimated invoice may not reflect the reduced premium;all applicable reductions will be calculated upon review of title,as required by the TIRSA Rate Manual. 4. Additional Hour Fee.For all closings that exceed two(2)hours,a fee of$100.00 will be invoiced for each hour or part thereof at time of closing. If closing is 2 hours or less,please strike. See TIRSA Rate Manual Section 2(G):"The Company may impose additional charges for closing attendance in excess of two hours and for any closings extending beyond normal business hours and where additional attendances are necessary or travel arrangements and distance warrant." 5. Adjournments:Title and tax continuation fees will be invoiced as applicable for closings adjourned less than 24 hours from time of scheduled closing. An adjournment fee of$200.00 will be invoiced when the title closer has appeared at closing but closing is adjourned. For our Schedule of Fees please refer to our website:www.stewart.com/nymetro Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 2 of 3 White Plains,New York 10604,Attn.:Accounting //Pstewart. ' Title No. 71174658 TITLE Invoice No. 7117465801 Invoice Date 11/22/2021 04:10 PM INFORMATIONCLOSING Title Closer Jeanne D.Giarratano Applicant Melanie Doroski Closing Date/Time 12/3/2021 10:00 AM Lender N/A Closing Location Lender Attorney N/A T/O Southold Land Preservation Dept, 54375 Main Rd,Town Hall Annex, Seller Attorney David M.Dubin,Esq. 2nd floor,Southold,NY Transaction Type Easement with Insurance Sale Amount $566,946.99 Loan Amount $0.00 INFORMATIONREFERENCE Property Address 7040 Oregon Road,Town of Southold,City of Cutchogue,State of NY,District 1000,Section 095.00, Block 04.00,Lot 001.000 Unit Number Property Type Commercial,Vacant County Suffolk Seller Mattituck Farm Holdings LLC Buyer/Borrower Town of Southold SERVICES1 1 1 PREMIUM: Fee Insurance(Liability Amount:$566,946.99) $2,248.00 $2,248.00 ENDORSEMENTS: SEARCH FEES: Certified Copies* $200.00 $200.00 POST CLOSING REQUEST FOR CERTIFIED COPIES OF INSTRUMENTS BEING PRESENTED FOR RECORDING! RECORDING FEES:rx+ Recording Fees 5755.00 5755.00 Easement Agreement(22 pgs) 5405.00 2 TP-584 S 10.00 C&R(7 pgs)5330.00 2 TP-584 510.00 NOTE:CERTIFIED COPIES TO BE REQUESTED AT TI-JE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES:(TRANSFER/MANSION/MORTGAGE) Peconic Bav Reuional Town Transfer Tax(58.338.94) EXEMPT NYS Transfer Tax(usually paid by seller)(S2.268.00) ** EXEMPT Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 1 of 3 White Plains,New York 10604.Alto.:Accounting AJI,stewart Invoice No.711746580] TITLE ADDITIONAL: Additional Fee $200.00 $200.00 TITLE CLOSER SERVICES SUBTOTAL: $3,403.00 $3,403.00 $0.00 $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL: $3,403.00 $3,403.00 $0.00 $0.00 Taxable at 8.625%. **Party responsible for payment Please remit a copy of this invoice with your check made payable to Stewart Title Insurance Company. CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT IDISCLAIMER PLEASE READ THE FOLLOWING IMPORTANT INFORMATION: 1. IMPORTANT:The attached"Consumer Acknowledgment of Title Insurance Premiums,Fees,and Service Charges"must be reviewed and signed by all buyers,borrowers,sellers,lenders,or their authorized representatives)at time of closing and/or issuance of the policy of insurance. 2. Estimated Invoice:We provide our estimates,as stated,based on the information we receive from the parties and usually without having been provided final documentation to be used at closing.Should there be a"change in circumstances"as defined in RESPA rules,Stewart Title reserves the right as allowed under the RESPA rules to revise our estimated closing costs at any time. 3. Rejintince:if this is a refinance within ten(10)years,you may be entitled to a reduced premium.The estimated invoice may not reflect the reduced premium;all applicable reductions will be calculated upon review of title,as required by the TIRSA Rate Manual. 4. Additional Hour Fee:For all closings that exceed two(2)hours,a fee of$100.00 will be invoiced for each hour or part thereof at time of closing. i f closing is 2 hours or less;please strike. See TiRSA Rate Manual Section 2(G):"The Company may impose additional charges for closing attendance in excess of two hours and for any closings extending beyond normal business hours and where additional attendances are necessary or travel arrangements and distance warrant." 5. Adjournments:Title and tax continuation fees will be invoiced as applicable for closings adjourned less than 24 hours from time of scheduled closing. An adjournment fee of$200.00 will be invoiced when the title closer has appeared at closing but closing is adjournect. For our Schedule of Fees please refer to our website:www.stewart.corn/n ny retro Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 2 of 3 While Plains,New York 10604,Attn.:Accounting Ap^stewaft Ic 1190) Title No. 71174659 TITLE Invoice No. 7117465901 Invoice Date 11/22/2021 03:48 PM CLOSINGI / ' / ' Title Closer Jeanne D.Giarratano Applicant Melanie Doroski Closing Date/Time 12/3/2021 10:00 AM Lender N/A Closing Location Lender Attorney N/A T/O Southold Land Preservation Dept, 54375 Main Rd,Town Hall Annex, Seller Attorney David M.Dubin,Esq. 2nd floor,Southold,NY Transaction Type Easement with Insurance Sale Amount $1,349,900.78 Loan Amount $0.00 REFERENCE INFORMATION Property Address 8500 Alvah's Lane,Town of Southold,City of Cutchogue,State of NY,District 1000,Section 095.00, Block 04.00,Lot 003.001 Unit Number Property Type Commercial,Vacant County Suffolk Seller Mattituck Farm Holdings LLC Buyer/Borrower Town of Southold SERVICES PROVIDED PREMIUM: Fee Insurance(Liability Amount:$1,349,900.78) $5,499.00 $5,499.00 ENDORSEMENTS: SEARCH FEES: Certified Copies* $200.00 5200.00 POST CLOSING REQUEST FOR CERTIFIED COPIES OF INSTRUMENTS BEING PRESENTED FOR RECORDING! RECORDING FEES: *r Recording Fees 5755.00 5755.00 Easement Agreement(22 pgs) $405.00 2 TP-584 510.00 C&R(7 pgs)S330.00 2 TP-584 S 10.00 NOTE:CERTIFIED COPIES TO BE"REQUESTED AT TFIE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES:(TRANSFER/MANSION/MORTGAGE) Peconic Bay Regional Town Transfer Tax(S23,998.02) EXEMPT NYS Transfer Tax(usually paid by seller)(S5,400.00) EXEMPT Please remit payment to:Stewart Title Insurance Company.711 Westchester Avenue.Suite 302 Page 1 of 3 White Plains,New York 10604,Attn.:Accounting Ap^stewaft Invoice No.7117465901 TITLE ADDITIONAL: Additional Fee $200.00 $200.00 TITLE CLOSER SERVICES SUBTOTAL: $6,654.00 $6,654.00 $0.00 $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL: $6,654.00 $6,654.00 $0.00 $0.00 *Taxable at 8.625%. **Party responsible for payment Please remit a copy of this invoice with your check made payable to Stewart Title Insurance Company. CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT DISCLAIMER PLEASE READ THE FOLLOWING IMPORTANT INFORMATION: 1. IMPORTANT:The attached"Consumer Acknowledgment of Title Insurance Premiums,Fees,and Service Charges"must be reviewed and signed by all buyers,borrowers,sellers,lenders,or their authorized representative(s)at time of closing and/or issuance of the policy of insurance. 2. Estimated Invoice:We provide our estimates,as stated,based on the information we receive from the parties and usually without having been provided final documentation to be used at closing.Should there be a"change in circumstances"as defined in RESPA rules,Stewart Title reserves the right as allowed under the RESPA rules to revise our estimated closing costs at any time. 3. Refinance:If this is a refinance within ten(10)years,you may be entitled to a reduced premium.The estimated invoice may not reflect the reduced premium;all applicable reductions will be calculated upon review of title,as required by the TIRSA Rate Manual. 4. Additional Hour Fee:For all closings that exceed two(2)hours,a fee of$100.00 will be invoiced for each hour or part thereof at time of closing. If closing is 2 hours or less.please strike. See T1RSA Rate Manual Section 2(G):"The Company may impose additional charges for closing attendance in excess of two hours and for any closings extending beyond normal business hours and where additional attendances are necessary or travel arrangements and distance warrant." 5. Arjournments:Title and tax continuation fees will be invoiced as applicable for closings adjourned less than 24 hours from time of scheduled closing. An adjournment fee of$200.00 will be invoiced when the title closer has appeared at closing but closing is adjourned. For our Schedule of Fees please refer to our website:www.stewart.com/nyrnetro Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 2 of 3 White Plains,New York 10604.Attn.:Accounting //Pstewaft 1C Title No. 71174660 TITLE Invoice No. 7117466001 Invoice Date 11/22/2021 04:03 PM 11 CLOSING 1 ' / Title Closer Jeanne D.Giarratano Applicant Melanie Doroski Closing Date/Time 12/3/2021 10:00 AM Lender N/A Closing Location Lender Attorney N/A T/0 Southold Land Preservation Dept, 54375 Main Rd,Town Hall Annex, Seller Attorney David M.Dubin,Esq. 2nd floor,Southold,NY Transaction Type Easement with Insurance Sale Amount $265,331.19 Loan Amount $0.00 REFERENCE INFORMATION Property Address 8820 Alvah's Lane,Town of Southold,City of Cutchogue,State of NY,District 1000,Section 095.00, Block 04.00,Lot 005.002 Unit Number Property Type Commercial,Vacant County Suffolk Seller Mattituck Farm Holdings LLC Buyer/Borrower Town of Southold SERVICES PROVIDED PREMIUM: ~ Fee Insurance(Liability Amount:$265,331.19) $1,209.00 $1,209.00 ENDORSEMENTS: SEARCH FEES: Certified Copies* $100.00 $100.00 POST CLOSING REQUEST FOR CERTIFIED COPY OF INSTRUMENT BEING PRESENTED FOR RECORDING! RECORDING FEES: *** Recording Fees 5415.00 5415.00 Easement Agreement(22 pgs) $405.00 2 TP-584 S 10.00 NOTE:CERTIFIED COPY TO BE REQUESTED AT THE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES: (TRANSFER/MANSION/MORTGAGE) Peconic Bay Regional Town Transfer Tax($2,306.62) EXEMPT NYS Transfer Tax(usually paid by seller)(51.062.00) EXEMPT Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 1 of 3 White Plains,New York 10604•Attn.:Accounting //Pstewaft Invoice No.71]7466001 TITLE ADDITIONAL: Additional Fee $200.00 $200.00 TITLE CLOSER SERVICES SUBTOTAL: $1,924.00 $1,924.00 $0.00 $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL: $1,924.00 $1,924.00 $0.00 $0.00 Taxable at 8.625%. **Party responsible for payment Please remit a copy of this invoice with your check made payable to Stewart Title Insurance Company. CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT DISCLAIMEIR PLEASE READ THE FOLLOWING IMPORTANT INFORMATION: 1. IMPORTANT:The attached"Consumer Acknowledgment of Title Insurance Premiums,Fees,and Service Charges"must be reviewed and signed by all buyers,borrowers,sellers,lenders,or their authorized representative(s)at time of closing and/or issuance of the policy of insurance. 2. Estimated Invoice:We provide our estimates,as stated,based on the information we receive from the parties and usually without having been provided final documentation to be used at closing.Should there be a"change in circumstances"as defined in RESPA rules,Stewart Title reserves the right as allowed under the RESPA rules to revise our estimated closing costs at any time. 3. Refinance:If this is a refinance within ten(10)years,you may be entitled to a reduced premium.The estimated invoice may not reflect the reduced premium;all applicable reductions will be calculated upon review of title,as required by the T1RSA Rate Manual. 4. Additional Hour Fee:For all closings that exceed two(2)hours,a fee of S 100.00 will be invoiced for each hour or part thereof at time of closing. If closing is 2 hours or less,please strike. See TIRSA Rate Manual Section 2(G):"The Company may impose additional charges for closing attendance in excess of two hours and for any closings extending beyond normal business hours and where additional attendances are necessary or travel arrangements and distance warrant." 5. Arjournments:Title and tax continuation fees will be invoiced as applicable for closings adjourned less than 24 hours from time of scheduled closing. An adjournment lee of 5200.00 will be invoiced when the title closer has appeared at closing but closing is adjourned. y For our Schedule of Fees please refer to our website:www.stewart.com/nvmetro Please remit payment to:Stewart Title Insurance Company.711 Westchester Avenue,Suite 302 Page 2 of 3 White Plains,New York 10604.Attn.:Accounting //*^stewart Title No. 71174661 TITLE Invoice No.. 7117466101 Invoice Date 11/22/2021 04:19 PM CLOSING O. Title Closer Jeanne D.Giarratano Applicant Melanie Doroski Closing Date/Time 12/3/2021 10:00 AM Lender N/A Closing Location Lender Attorney N/A T/O Southold Land Preservation Dept, 54375 Main Rd,Town Hall Annex, Seller Attorney David M.Dubin,Esq. 2nd floor,Southold,NY Transaction Type Easement with Insurance Sale Amount $727,392.99 Loan Amount $0.00 REFERENCE INFORMATION Property Address 19285 County Road 48,Town of Southold,City of Cutchogue,State of NY,District 1000,Section 095.00, Block 04.00,Lot 012.000 Unit Number Property Type Commercial,Vacant County Suffolk Seller Mattituck Farm Holdings LLC Buyer/Borrower Town of Southold Property Address 19155 County Road 48,Town of Southold,City of Cutchogue,State of NY,District 1000,Section 095.00, Block 04.00,Lot 013.000 Unit Number Property Type Commercial,Vacant County Suffolk Seller Mattiruck Farm Holdings LLC Buyer/Borrower Town of Southold SERVICES PROVIDED 01 ..'„z7. '?s 957' PREMIUM: Fee Insurance(Liability Amount:S727,392.99) S2,766.00 $2,766.00 ENDORSEMENTS: SEARCH FEES: Certified Copies" S100.00 5100.00 POST CLOSING REQUEST FOR CERTIFIED COPY OF INSTRUMENT BEING PRESENTED FOR RECORDING! Tax Search S50.00 S50.00 2nd Lot Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 1 of 4 White Plains.New York 10604,Attn-:Accounting //Pstewaft Invoice No.71 17466101 TITLE RECORDING FEES:*** Recording Fees $620.00 $620.00 Easement Agreement(23 pgs)$410.00 Additional Lot Fee$200.00 2 TP-584$10.00 NOTE:CERTIFIED COPY TO BE REQUESTED AT THE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES:(TRANSFER/MANSION/MORTGAGE) NYS Transfer Tax(usually paid by seller)($2,910.00) ** EXEMPT Peconic Bay Regional Town Transfer Tax($11,547.86) ** EXEMPT ADDITIONAL: Additional Fee $200.00 $200.00 TITLE CLOSER SERVICES SUBTOTAL: $3,736.00 $3,736.00 $0.00 $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL: $3,736.00 $3,736.00 $0.00 $0.00 *Taxable at 8.625%. **Party responsible for payment Please remit a copy of this invoice with your check made payable to Stewart Title Insurance Company. CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT DISCLAIMER Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 2 of 4 White Plains,New York 10604,Attn.:Accounting A/Pstewart TITLE Bill Date 11/23/2021 Invoice No. 8118863401 Please remit payment to: Invoice Total $2,045.00 Stewart Title Insurance Co. 711 Westchester Avenue,Suite 302 White Plains,NY 10604 Attn.Accounting CUSTOMER Southold Town-Dept.of Land Preservation 54395 Route 25-PO Box 1179 Southold,NY 11971 Attn:Melanie Doroski REFERENCE INFORMATION Order No. 81188634 Cust.Reference: Other Mattiuck Farm Holdings,LLC Property 7990 Oregon Road,Village of Cutchogue,Suffolk County 8640 Oregon Road,Village of Cutchogue,Suffolk County 7155 Depot Lane,Village of Cutchogue,Suffolk County 8900 Oregon Road,Village of Cutchogue,Suffolk County SERVICES PROVIDED Description Amount Copies* $135.00 Filing Fee $520.00 Notes:Farm 6 Filing Fee $520.00 Notes:Farm 7 Filing Fee $720.00 Notes:Farm 8 Recording Services Charge $150.00 Subtotal: $2,045.00 *Taxable Sales Tax 8.625% $0.00 • • $2,045.00 Thank you for your business! 11/23/2021 TOWN OF SOUTHOLD VENDOR 019624 STEWART TITLE INSURANCE CO. 11/30/2021 CHECK 147359 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT CM .8660.2.600.100 21-625 71174656 MATTITUCK FARMS HOLDINGS 2,246. 00 CM .8660.2.600.100 21-625 71174657 6 TITLE INS POLICIES 12,373 . 00 CM .8660.2.600.100 21-625 71174658 13 RECORDING FEES 3,403 . 00 CM .8660.2.600.100 21-625 71174659 13 CERTIFIED COPIES 6, 654 . 00 CM .8660.2.600.100 21-625 71174660 TITLE SEARCHES 1,924 . 00 CM .8660.2.600.100 21-625� J14' 61 _:- >- TITLE CLOSER ATTDNC FEE 3,736. 00 CM . 8660.2.600.100 21-_6'25 81 QS G40I -1---DEV RGHTS EASMNT/C&R'S 2, 045. 00 44f. TOTAL _ 32,381. 00 q. r t 'mac @u S�s`•''k•`�.�, -'�£•'+ �"'.r "}' eS+-. vi-.�'-'..J 4+'`.!T.e,ii 1• Li•''N.•a v'a'h� . -\ � .qua'a,: t; i.., :ia'�.'�Gi,!3'-�:�i,. 't�F' ,.�a'`"�`>.„�'� •�.�'r•`" _ qac rn4 -' a `s"""rc u -r+ Y Fyv.':+'+,y"--',tij4,1',-: ' •}E¢':iY£C :4iLL':'" 1t.'i°i m..:�:-, .[i'iEE i''_:'::• k:•e�t}t :• .- }.• 2 J.rs°t. a.i'vy{""-v',I:ir['�':'4 - <.I "� i it��Cf,ei",�fy.i� t•.,..�.���r��-4�"-"'�-,�i�'iSir:i AAk"' �!' � �• a , >w. x�r,�j`a1 �.;•a,'3:�' dry 4,�f" `y; '�4:T -�:.s'h'y-1r'tt:=S}t -s:•�=�"3,,yrr�'sr �� ;� J�„ -ice••_f+,ri,.�,--•:a,�-'Vy-•:�:;;*,W,i`. �'�.4�t•r'+- #•.�r���"au-?zap" s�„'��t� _ ,i t � N'R OAO; Ttl O:TOWN : j `AUDT j 1PO' 3e0X-11'79A• ,1 SO T 'i U HOC D'N 1 °7 971-0 :rk ,.. Y 959" ;:'� CHECK'`'N, .7.3�5:9';�`. ' ;'THE SUFF.00K•CO:'NATIONAL BANK. �° •' 'CUTCHOGUE,NY 11935 �IQVNT A .t r , ..r . .. -:...e. 50-546/2. �4�-` -00 "7 .r.- t .`t TIiT TY `T: Y10 THOUSI EE.:=HUNDRED.-;EIS H'TY �1ND��THR p;�D•"p `�`1' ONE; 0 QO :DOLI;ARS,:';,"„ ;* - .i:.� s --5 - - - - ' i ,AY;: STEWAR -t,TITLE:_INS.URANCE ,CO. y TO °: 5 ' ; 7,11 'WESTCHE$T'ER`:AVL,: SUITE 3'.0'2 ORDS WHIT $' OF`' - " NY':'"106'04,�':*`., - ��� p!.' =�: • dt ��' 14735911' 1:0 2 140 54641: 63 000004 0un 1Su�FOc�- OFFICE LOCATION: MELISSA A.SPIRO { �t� �'Q Town Hall Annex LAND PRESERVATION COORDINATOR ,�.� .�� 54375 State Route 25 melissa.spiro®town.southold.ny.us ® t (comer of Main Rd&Youngs Ave) Z Southold,New York Telephone(631)765-5711 Facsimile(631)765-6640o�� .P�fr� MAILING ADDRESS: www.southoldtownny.gov4j ��'�fi P.O.Box 1179 - ��- Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD To: Supervisor Russell Tax Assessors Town Board Building Department Town Clerk Land Management Land Preservation Committee Town Comptroller Town Attorney Planning Board Public Works Peconic Land Trust Suffolk Co Division of Real Estate The Nature Conservancy From: Melissa Spiro, Land Preservation Coordinator Date: December 3, 2021 Re: MATTITUCK FARM HOLDINGS. LLC to TOWN OF SOUTHOLD Farmland Development Rights Easements Please be advised that the Town of Southold has acquired six(6)farmland development rights easements from Mattituck Farm Holdings, LLC.When taken together,the combined acquisition cost totaled$6,000,000.The total surveyed acreage is 112.41 acres that includes 105.83 protected acres and 6.58 acres of development areas. Additional information regarding the project is included in the attached Project/Acquisition Summary Description.For any additional information regarding the acquisitions, please feel free to contact me. LOCATION: n/s CR 48,s/s Oregon Rd in Cutchogue/Mattituck(as shown on attached map) EASEMENTS SCTM#: Farm 1 - 1000-95.-3-8.1 (shown in blue on map) Farm 2- 1000-95.-4.3.1 Farm 3- 1000-95.4-5.2 Farm 4- 1000-95.4-1 Farm 5- 1000-95.4-12&13 Farm 9- 1000-95.-3-3.4 ADDITIONAL C&R's SCTM#: Farm 6- 1000-95.4-6.1 &6.2 (shown in orange on map) Farm 7- 1000-95.-4-14.2& 14.3 Farm 8- 1000-95.-4-9.1,9.2&10 PROPERTY OWNER: Mattituck Farm Holdings, LLC CONTRACT DATE: August 2,2021 PURCHASE DATE: Closing took place on December 3,2021 PURCHASE PRICE: $6,000,000(per contract) FUNDING: Community Preservation Fund(2%) ZONING: A-C Zoning District The Town acknowledged that the purchase price for these Development Rights Easements was below the fair market value as determined by the Town's commissioned appraisal. Declarations of Covenants& Restrictions were recorded simultaneously on several of the farms. MATTITUCK FARM HOLDINGS,LLC: PROJECT/ACQUISITION SUMMARY DESCRIPTION Prepared by Melissa Spiro, Land Preservation Coordinator November 5, 2021 Mattituck Farm Holdings, LLC,owns approximately 256.7±acres in Cutchogue, located between Depot Lane to the east and Elijah's Lane to the west, and between Oregon Road to the north and County Road 48 to the south. A combined total of 136.9±acres are subject to existing Town or County development rights easements, and the remaining lands, a combined total of 119.8±acres, have development rights intact. The Town is purchasing six(6)separate Development Rights Easements,on all or part of some of the properties owned by Mattituck Farm Holdings, LLC,on a cumulative total of 105.83 surveyed acres. As part of the acquisition, new development/reserve areas(total surveyed acres 6.58 acres) and existing development/reserve areas (7.36±acres), will each be subject to the recording of a Declaration of Covenants &Restrictions simultaneously with the Easement, including a requirement that the area will remain permanently attached to the preserved farm. As a condition of the acquisition,the existing tax parcels known as SCTM#1000-95.-4-12 and#1000-95.-4-13 (Project Farm 5), each 6.5±in acres,will be merged;and the existing tax parcels known as SCTM#1000-95.-4-9.2(4.3 acres subject to existing Town development rights easement)and#1000- 95.-4-10 (19.7 acres subject to existing Town development rights easement), (Project Farm 8),will be merged. Mattituck Farm Holdings, LLC offered the entire Project/Acquisition at a total acquisition purchase price of$6,000,000.00(six million dollars)and the Town acknowledged that the Town's purchase price was below the fair market value as determined by the Town's commissioned appraisal. The Town determined the acquisition price for each Easement based on the acquisition price of $6,000,000.00 (six million dollars) and the final surveyed acreage of 105.83 acres reflecting the cumulative Easement acquisition acreage. The Summary Chart includes information pertaining to each of the nine (9) Properties (some properties have multiple tax parcels) involved in the Project/Acquisition. Farm 10 was not part of the Project/Acquisition as the entire property.was preserved (County PDR) prior to the 2021 Project/Acquisition. Pagel of 3 Tax Map Street Surveyed Existing T/C 2021 Town Reserved Purchase Price Documents for Other Number(2021) Address Acreage for PDR prior to PDR Purchase /Excluded 2021 Acquisition Documents as &Project Farm (2021) 2021 Project project Surveyed Surveyed part of Project Number Acreage Acreage *indicates *indicates from a prior from a prior *indicates from acquisition acquisition a prior acquisition 95.-3-8.1 5780 54.63 0 52.53 2.1 2,978,172.55 Easement& None Farm 1 Oregon Rd. _ C&R 95.4-3.1 8500 26.07 0 23.81 2.26 1,349,900.78 Easement& None Farm 2 Alvah's LN C&R 95.-4-5.2 8820 4.68 0 4.68 0 265,331.19 Easement None Farm 3 Alvah's LN 95.-4-1 7040 12.22 0 10 .2.22 566,946.99 Easement& None Farm 4 Oregon Rd. C&R 95.-4-12 and 19285 and 12.83 0 12.83 0 727,392.99 Easement Grantorto 95.4-13 19155 Merge 95.-4-12 Farm 5 County Rd. and 95.-4-13 48 upon recording of Easement 95.-4-6.1 7990 1.84* and 6.54* 0 1.84* Negotiated as C&R None (existing TPDR Oregon Rd. existing part of Project 95.4-6.2) (7990 TPDR 6.54* Farm 6 Oregon Rd) 95.4-14.2 8640 1.84* and 28.5* 0 1.84* Negotiated as C&R None (existing TPDR Oregon Rd. existing part of Project 95.-4-14.3) (No# TPDR 28.5* Farm 7 Oregon Rd) 95.-4-9.1 8900 1.84* and 4.3* and 0 1.84* Negotiated as C&R Declarant shall (existing TPDR Oregon Rd. existing TPDR 19.7* part of Project permit merger of 95.-4-9.2)& (8900 4.3*and 95.-4-9.2 and (existing TPDR Oregon Rd) existing TPDR 95.-4-10 upon 95.4-10) &(7155 19.7* recording of Farm 8 Depot LN) C&R. Page 2 of 3 Tax Map Street Surveyed Existing T/C 2021 Town Reserved Purchase Price ' Documents for Other Number(2021) Address Acreage for PDR prior to PDR Purchase /Excluded 2021 Acquisition Documents as &Project Farm (2021) 2021 Project project Surveyed Surveyed part of Project Number Acreage Acreage *indicates *indicates *indicates from from a prior from a prior a prior acquisition acquisition acquisition 95.-3-3.4 8& 4710 1.98 and 36.07* 1.98 1.84* 112,255.50 Easement None 95.-3-3.5 & Oregon Rd. 1.84* and (95.-3-3.4) & (95.-3-3.4)& (existing CPDR &5200 existing CPDR Negotiated as C&R 95.-3-3.6) Oregon Rd. 36.07* part of Project Farm 9 (4820 Oregon Rd) (existing CPDR (7800 Existing CPDR 41.8* 0 0 Not part of None None 95.-4-5.3) Oregon Rd) 41.8* Project Farm 10 256.7±acres 136.9±acres 105.8±acres 13.9±acres cumulative [6.58 2021 Project+7.36* *Indicates acreage from a prior acquisition Page 3 of 3 i 4 ',' `•yam ��r � ,'�� v ,,.�� �, ��� .'r ��� � a •�`T .l�./ 1 .�\\�, rr�� tip. Alii' �}_� ` � . +{r II: •r� �.� _ t • CC# . C22-6738 COUNTY CLERK'S OFFICE STATE OF NEW YORK COUNTY OF SUFFOLK I, JUDITH A. PASCALE, Clerk of the County of Suffolk and the 'CoUrt of Record thereof do hereby certify that I have compared the annexed with the original EASEMENT recorded in my office on 02/25/2022 under Liber D00013144 and Page 505 and, that the same is a true copy thereof, and of the whole of such original. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County and Court this 02/25/2022 SUFFOLK COUNTY CLERK JUDITH A.PASCALE SEAL I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII IIIIIIIVIIIVIIII I 4 , 1 ',, I I I I I I SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 02/25/2022 Number of Pages : 24 At: 11 :27 : 11 AM Receipt Number : 22-0032419 TRANSFER TAX ,NUMBER: 21-25155 LIBER: D00.0113144 PAGE : 505 District: Section: Block: Lot: 1000 095 . 00 03 . 00 008 . 001 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $2, 978,172 .55 Received the Following Fees For Above Instrument Exempt Exempt Pa a/Filin 120 . 00 NO Handling • Page/Filing .g , $ g $20 . 00 NO ;. COE $5 . 00 NO NYS SRCHG $15 . 00' NO TP-584 $5 . 00 NO Notation $0 .00 -`'' NO Cert.Cb ies $30 .00 NO RPT $200 : 00•'` .;..:.•..NO . Transfer tax $0 .00 NO Comm.Pres $0 . 00' NO . ,. Fees Paid $395 . 00 TRANSFER TAX NUMBER: 21-25155 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County 3 ,,.F =` FI]F2] Number of pages d REi:CSF:DE f, 20222' Feb _5 11.is7%1! PM This document Will be public TUDr-".;H Ply PP'S AI E record. Please remove all C. ERR' OF Social Security Numbers SUFFOLK i�O UiTI L Lei_O l i 3144 prior to recording. P 505 1 7 E tp 21-25155 Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee OW Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. EA-52 17(County) SubTotal or Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Heid forAppointment Comm.of Ed. S. 00 TransferTax Affidavit • Mansion Tax rtifiedCopy ' 0 The properly covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00Sub Total ")x, family dwelling only. cam! Other YES.,or NO Grand Total If NO, see appropriate tax clause on ge l -of this instrument. 4 Dist.� s 22005988 1000 09500 0300 00800 5 Community Preservation Fund Real Property PTS IIII IIII IIIIConsideration Amount$ Tice o� AgenMl- ' IIIIIIIIIIIII�IIIIIIIIIIIIIIII Agency EEIIIIIIIIIIIIIIIIII CPF Tax Due $ Verification Improved 6 Satisfactions/Discharges/Releases Lis Proppe� rty Owners Mailing Address RECORD&RETURN TO: Vacant Land J? �9Jt gvid ,p' z/ 00% V V1I�t� TD ulhel l• kl�/M-11-,67959 'TD Mail to: Judith A. Pascale, Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name www.suffoikcountyny.gov/clerk Title 57 8 Suffolk County Recording & Endorsement Page This page forms part of the attached �/C%/// �� �r/t�o, ('� S S f.�I made by: (SPECIFY TYI5E OF INSTRUMENT) �0Lv/ 5' Z e The premises herein is situated in SUFFOLK COUNTY,NEW vYORK. _ ! /TO In the TOWN of Idll7"hGI(� UGI/fl U! �dUr�O�C� In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the day of bwankff , 2021 at Southold, New York. The parties are MATTITUCK FARM HOLDINGS, LLC with offices at 2299 North Sea Road, Southampton, New York 11968 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971-0959 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as part of SCTM #1000-95.-3-8.1, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural - District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and 1 t r WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of TWO MILLION NINE HUNDRED SEVENTY-EIGHT THOUSAND ONE HUNDRED SEVENTY-TWO DOLLARS AND 55/100 ($2,978,172.55.) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 2 ' 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174657, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any-purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 . Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the ""Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021, by Cashin Technical Services, Inc. - Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 , Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this 'Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New 4 r York State Agriculture and Markets Law ("Agriculture and Markets Law"), now, or as said .§301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its 5 subsequent agents, successors, and assigns, and the word 'Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for TWO MILLION NINE HUNDRED SEVENTY-EIGHT THOUSAND ONE HUNDRED SEVENTY-TWO DOLLARS AND 55/100 ($2,978,172.55) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. Mineral exploitation, and extraction of any mineral, including but not limited to so'il, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems (""utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 8 c 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 9 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use-for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they 10 may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer "U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which 11 arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting for the date, office, liber and 12 page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or 13 damages to property arising from any activity on the Property; and (b) from actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's.use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 14 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. 15 The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 6.04 Notice All notices required by this Easement must be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.031 extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay 16 any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors' of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those 17 property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private non-governmental organization, that at the time of transfer is a "'qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon'all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this 18 Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MACK FARM HOLDINGS, LLC, Grantor By: Peter Talty, ice Presiden 19 . r ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STATE OF NEW YORK) COUNTYOFSUFFOLK) SS.• On the day of &U/n J,61 , in the year 2021 before me, the undersigned, personally appeared Ae ems. personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual(s) whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signature(s)on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument. 51gnatur%f6e of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 STA TE OF NEW YORK) Qualified in Suffolk County COUNTYOFSUFFOLK) SS.' Commission Expires June 16, 2023 On this 3 day of /61&'�nn h 4 , in the year 2021 before me, the undersigned, personally appeared Scott A. Russell, personally known to me or pro ved to me on the basis ofsatisfactory evidence to be the individual(s) whose names) is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signatures) on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument. Signator%ice ofindividual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. 01GI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 20 r stewart TITLE Title Number: 71174657 SCHEDULE A— DESCRIPTION REVISED 10/7/2021 DEVELOPMENT RIGHTS EASEMENT TO BE INSURED: AMENDED 10/6/2021 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the Southwesterly side of Alvahs Lane distant 200.00 feet Southeasterly when measured along the Southwesterly side of Alvahs Lane from the corner formed by the intersection the Southwesterly side of Alvahs Lane with the Southeasterly side of Oregon Road; RUNNING THENCE Southeasterly along the Southwesterly side of Alvahs Road the following two (2) courses and distances: 1. South 34 degrees 54 minutes 30 seconds East, 521.18 feet; 2. South 34 degrees 30 minutes 10 seconds East 1,025.31 feet to a monument and land now or formerly of Robert Clark; RUNNING THENCE South 55 degrees 26 minutes 50 seconds West along last-mentioned land and land now or formerly of Ernest A. Schneider, 823.22 feet to land now or formerly of WW Farms LLC; RUNNING THENCE Northwesterly and Southwesterly along last-mentioned land, the following three (3) courses and distances: 1. North 32 degrees 30 minutes 40 seconds West 42.84 feet; 2. North 32 degrees 47 minutes 10 seconds West 180.77 feet; 3. South 58 degrees 55 minutes 30 seconds West 661.85 feet to land now or formerly of Mattituck Farm Holdings LLC; RUNNING THENCE North 32 degrees 02 minutes 30 seconds West along last-mentioned land 1,496.36 feet to the Southeasterly side of Oregon Road; RUNNING THENCE Northeasterly along the Southeasterly side of Oregon Road, North 51 degrees 51 minutes 00 seconds East 336.72 feet; THENCE South 38 degrees 09 minutes 00 seconds East, 250.00 feet; THENCE North 54 degrees 20 minutes 03 seconds East, 342.21 feet; FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of, in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 1 of 4) - //Pstewart TITLE Title Number: 71174657 THENCE North 31 degrees 10 minutes 00 seconds West, 253.84 feet to the southeasterly side of Oregon Road; THENCE again along the southeasterly side of Oregon Road, the following two (2) courses and distances: 1. North 58 degrees 50 minutes 00 seconds East, 343.67 feet; 2. North 59 degrees 13 minutes 00 seconds East 206.43 feet; RUNNING THENCE South 34 degrees 54 minutes 30 seconds East 200.00 feet; RUNNING THENCE 59 degrees 13 minutes 00 seconds East 150.00 to the Southwesterly side of Alvahs Lane and the point or place of BEGINNING. BEING AND INTENDED TO BE a part of the premises described in a certain deed from Island Creek Properties, LLC to Mattituck Farm Holdings, LLC, dated 2/14/2006, recorded 2/23/2006 in Liber 12437 page 313. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. -Schedule A Description(Page 2 of 4) - Tr W. N or �y`f' SI C: �� iM—d A•m 91,616 rft \ r' e TOTAL AREA=54.63 ACRES ���� rn:c.c,,�ar6�iscmc:�a>aca a oW�Sd�. =52.53 ACRES SUFFOLKCODMY TAX MAP# �(� \ 1000-95-03-8.f a - 8 ti a o Sura • bbd' pY'(D pG Tow susv€s71vo Suffolk mwmvulo@aol.com S.C.T.M. o �.tt — Scale 1"= 1C Certif ed to: G """°"j,���® Town of Southold LP.O.L hone:(681)724.483E kfattituck Form Holdings,LLC 1408,Smithtown, N.Y. 11787 Stewart Title Insurance Co. LL , CC# : C22-6736 R ; ' COUNTY CLERK'S OFFICE STATE OF NEW YORK COUNTY OF SUFFOLK I, JUDITH A. PASCALE, Clerk of the County of Suffolk and the Court `` of Record thereof do hereby certify that I have compared the annexed with the original " EASEMENT recorded in my office on 02/25/2022 under Liber D00013144 and Page 506 and, that the same is a true copy thereof, and of the whole of such original. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County and Court this 02/25/2022 SUFFOLK COUNTY CLERK Q. 1101-� JUDITH A. PASCALE, SEAL I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII 111111 VIII VIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 02/25/2022 Number of Pages : 10 At: 11 :27 : 11 AM Receipt Number : 22-0032419 TRANSFER TAX NUMBER: 21-25156 LIBER: D00-01- 3144':- ` PAGE : 506- District: Section: Block: Lot: 1000 095 . 00 03 . 00 008 .001, EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $0 .00 Received the Following Fees For Above Instrument Exempt Exempt Pa a/Filin g g $50 . 00 NO Handling $20 . 00 .� , ,� NO COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-584 $5 . 00 NO Notation $0 . 00 , NO .>;.-,.. Cert.Co ies 12 .50 NO RPT � '� p $ $200 . 00' `'"y NO Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $307 . 50 TRANSFER TAX NUMBER: 21-25156 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County ,Y: 1 Number of pages /6 � RECORDED 2024 Feb 25 11=27:1.1 Pig This document will be public JUDITH P. O F.St_PLE. record. Please remove all CLL=R OF Social Security Numbers SUFFOLK C:OUs,1'7! prior to recording. P30b [:T# 1 1r', Deed/Mortgage Instrument Deed/Mortgage Tax Stamp --T Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. EA-52 17 (County) SubTotal or Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Held forAppointment Comm.of Ed. 5. 00 Transfer Tax Affidavit �+ • Mansion Tax Certified Copy 7-3 The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other YES orNO GrandTotal If NO, see appropriate tax clause on age# of this instrument. D)` 4 IDist./U/Ud S 4771743 1000 09500 0300 008001 5 Community Preservation Fund Real Property PTS I IIIIII lull III IIII III IIII IIII IIII Consideration Amount$_� Tax Service R SMI ,�t u Agency 10-FEB-22 CPF Tax Due $ Verification - Improved 6 Satisfactions/Discharges/Releases List Pro ertyOwners Mailing Address RECORD&RETURN�O: Vacant Land 3��5 Gin �CG� TD TD TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name ` �f1 www.suffolkcountyny.gov/clerk Title# IV// v6' 8 Suffolk County Recording & Endorsement Page This page forms part of the attached L"(7f/M191I15 dAl-I&S11-1r L2125 _made by: (SPECIFY TYPE OF INSTRUMENT) 1226Ahlaeilf1'j✓Y1ll�����5 . �LG� The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of _ ►rC�C/.��G�/� `TaAL17 0/' JOU( 11) ld In the VILLAGE or HAMLET of Cud BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the �Y'6'lday of 2021, by MATTITUCK FARM HOLDINGS,LLC,with an address of 2299 North Sea Road, Southampton, New York 11968, hereinafter referred to as the "DECLARANT". WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 5780 Oregon Road, Cutchogue in the Town of Southold, County of Suffolk, and State of New York designated as SCTM #1000-95.-3-8.1 and shown on a survey prepared September 10, 2021, by John Minto, L.L.S. of JM Land Surveying, a reduced copy of which is attached hereto as Exhibit"A"and made a part hereof, and described in the metes and bounds description attached at Exhibit`B"and made a part hereof(the "Property"); and WHEREAS, the Survey shows a Development Rights Easement Area of 52.53,acres and a Reserved Area (or Development Area) of 2.1 acres, both described in the metes and bounds description attached as Exhibit"C" and "D", respectfully; and WHEREAS, the DECLARANT has granted to the Town of Southold a Grant of Development Rights Easement,the Town Board of the Town of Southold(the"Town Board")has deemed it in the best interests of the Town of Southold(the"Town")and the owner and prospective owners of the Property,that the within covenants and restrictions be imposed on the Property, and as a condition of acceptance of the Grant of Development Rights Easement, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS,the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of DECLARANT and subsequent owners of the Property; and NOW THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein,which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserved Area unless such is conveyed together with the Development Rights Easement Parcel (Area) into the same Grantee; and will not make an application for or seek any relief from the Town of Southold that would allow subdivision of the Reserved Area from the area subject to the Deed of Development Rights Easement. Notwithstanding, said Development Rights Easement Parcel is subject to the provisions set forth in Section 3.03 of the Grant of Development Rights Easement which reads as follows: 3.03 Subdivision Except as provided in this Section 3.03. the Property may not be further subdivided pursuant to Town Law Section 265, 276 or 277 or 335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights area acquired into two or more parcels, in whole or part. Grantor may, subject to approval of the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law." The Reserve Area must always be associated with a Development Rights Easement Parcel which contains at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection, paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful; invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though frilly set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns; and upon all persons or entities claiming under them, and may not be annulled; waived; changed. modified, terminated_ revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. M UCK FARM HOLDINGS, LLC 1 By: Peter Talty, NVce President STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) On the day of ��C('�fj(l , 2021, before me, the undersigned, personally appeared Peter Talty,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, and that such individual made such appearance before the undersigned. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 ,. I' ME- r,r _ coo. II meq, -�i2e` ��I+ rµ '•� weoa, t� Y�sCkc ply , Ir S. 9rblfi,sa ytit0 KAY MAP F=Goof \ ; m TOTALAR64=A63A s = I—kvk f P46[—W kw co 52.53 AMU t t � SUIFON'f COUN A MAP# 0 --� 1 \ WOL95-am.f d 104000 r \ e ``to '�pt�tb" f Survey of Properly cu tchogue Town of Southold u n smrY+no Suffolk County, New York 1C.T.M.NO.1000-95-0341 f Scale i'=100' Seplember 10,2021 Wired lo: GRAPHIC SCALE ve e.,s I m of Sodlnld Ph..1e317za+a3xWbbck Farm iNdmgs,LLC P.O.B..1408,Sm8hf0an,N.Y.11787 Stead Me 6mraace Co. 1 w rm*1 k 1r�h-mrt t tewart EXHIBIT "B" TITLE Title Number: 71174657 TOTAL PARCEL AREA: AMENDED 10/7/2021 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the Southwesterly side of Alvahs Lane distant 200.00 feet Southeasterly when measured along the Southwesterly side of Alvahs Lane from the corner formed by the intersection the Southwesterly side of Alvahs Lane with the Southeasterly side of Oregon Road; RUNNING THENCE Southeasterly along the Southwesterly side of Alvahs Road the following two (2) courses and distances: 1. South 34 degrees 54 minutes 30 seconds East, 521.18 feet; 2. South 34 degrees 30 minutes 10 seconds East 1,025.31 feet to a monument and land now or formerly of Robert Clark; RUNNING THENCE South 55 degrees 26 minutes 50 seconds West along last-mentioned land and land now or formerly of Ernest A. Schneider, 823.22 feet to land now or formerly of WW Farms LLC; RUNNING THENCE Northwesterly and Southwesterly along last-mentioned land, the following three (3) courses and distances: 1. North 32 degrees.30 minutes 40 seconds West 42.84 feet; 2. North 32 degrees 47 minutes 10 seconds West 180.77 feet; 3. South 58 degrees 55 minutes 30 seconds West 661.85 feet to land now or formerly of Mattituck Farm Holdings LLC; RUNNING THENCE North 32 degrees 02 minutes 30 seconds West along last-mentioned land 1,496.36 feet to the Southeasterly side of Oregon Road; RUNNING THENCE Northeasterly along the Southeasterly side of Oregon Road, the following three (3) courses and distances: 1. North 51 degrees 51 minutes 00 seconds East 604.34 feet; 2. North 58 degrees 50 minutes 00 seconds East 449.58 feet; 3. North 59 degrees 13 minutes 00 seconds East 206.43 feet; RUNNING THENCE South 34 degrees 54 minutes 30 seconds East 200.00 feet; RUNNING THENCE 59 degrees 13 minutes 00 seconds East 150.00 to the Southwesterly side of Alvahs Lane and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 3 of 4) - twar EXHIBIT "C" MLE Title Number: 71174657 SCHEDULE A— DESCRIPTION REVISED 10/7/2021 DEVELOPMENT RIGHTS EASEMENT TO BE INSURED: AMENDED 10/6/2021 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the Southwesterly side of Alvahs Lane distant 200.00 feet Southeasterly when measured along the Southwesterly side of Alvahs Lane from the corner formed by the intersection the Southwesterly side of Alvahs Lane with the Southeasterly side of Oregon Road; RUNNING THENCE Southeasterly along the Southwesterly side of Alvahs Road the following two (2) courses and distances: 1. South 34 degrees 54 minutes 30 seconds East, 521.18 feet; 2. South 34 degrees 30 minutes 10 seconds East 1,025.31 feet to a monument and land now or formerly of Robert Clark; RUNNING THENCE South 55 degrees 26 minutes 50 seconds West along last-mentioned land and land now or formerly of Ernest A. Schneider, 823.22 feet to land now or formerly of WW Farms LLC; RUNNING THENCE Northwesterly and Southwesterly along last-mentioned land, the following three (3) courses and distances: 1. North 32 degrees 30 minutes 40 seconds West 42.84 feet; 2. North 32 degrees 47 minutes 10 seconds West 180.77 feet; 3. South 58 degrees 55 minutes 30 seconds West 661.85 feet to land now or formerly of Mattituck Farm Holdings LLC; RUNNING THENCE North 32 degrees 02 minutes 30 seconds West along last-mentioned land 1,496.36 feet to the Southeasterly side of Oregon Road; RUNNING THENCE Northeasterly along the Southeasterly side of Oregon Road, North 51 degrees 51 minutes 00 seconds East 336.72 feet; THENCE South 38 degrees 09 minutes 00 seconds East, 250.00 feet; THENCE North 54 degrees 20 minutes 03 seconds East, 342.21 feet; FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description(Page 1 of 4) - Apstewart TITLE Title Number: 71174657 THENCE North 31 degrees 10 minutes 00 seconds West, 253.84 feet to the southeasterly side of Oregon Road; THENCE again along the southeasterly side of Oregon Road, the following two (2) courses and distances: 1. North 58 degrees 50 minutes 00 seconds East, 343.67 feet; 2. North 59 degrees 13 minutes 00 seconds East 206.43 feet; RUNNING THENCE South 34 degrees 54 minutes 30 seconds East 200.00 feet; RUNNING THENCE 59 degrees 13 minutes 00 seconds East 150.00 to the Southwesterly side of Alvahs Lane and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 2 of 4) - //PstewartEXHIBIT "D" TtTLi= Title Number: 71174657 RESERVED AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the Southwesterly side of Alvahs Lane distant 700.10 feet Southwesterly when measured along the Southeasterly side of Oregon Road from the corner formed by the intersection the Southwesterly side of Alvahs Lane with the.Southeasterly side of Oregon Road; RUNNING THENCE South,31 degrees 10 minutes 00 seconds East, 253.84 feet; THENCE South 54 degrees 20 minutes 03 seconds West, 342.21 feet; THENCE North 38 degrees 09 minutes 00 seconds West, 250.00 feet to the southeasterly side of Oregon Road; THENCE along the southeasterly side of Oregon Road, the following two (2) courses and distances: 1. North 51 degrees 51 minutes 00 seconds East, 267.62 feet; 2. North 58 degrees 50 minutes 00 seconds East, 105.91 feet to the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 4 of 4) - Pr Pr >lq solo 0 OR ^}449 °PO body^� � �'•I r •�, '$. � 0 G n Ramal Av •p{1'� . KLEY MA \ 210 wa l t /^\ �rfaae5 r v� J" 6a / 'n—6001 1 ! p TOTAL AREA=54.63 ACRES �Ot.`C. Iom p.�xkyann(RyMs furcal km °Ql�°��d�. =52.53 ACRES , SUETOIXCOUMYTAX MAP# 1000-95-03-8.f g �4 °01 Survey of Property 661• p0.t° Sp ouala at aS Cutchogue - V Town of Southold t o SpR�In� Suffolk County, New York hamulus®eauaa S.C.T.M.N0.1000-95 03 8 1 Scale 1"= 100' September 10, 2021 CeMmd to: GRAPHIC SCALE ,,.,,. Tawn d SauMd �Mph a(631)72"832 )f iNck Farm holdup;LLC f.a.Bex 1dOB,Bmlihlown,N.Y.11787 Sleead Title Insurance Co. !man 1n LE ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY �Astewart Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS,STEWART TITLE INSURANCE COMPANY,a,New York corporation,(the"Company")insures, as of Date of Policy and,to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by • (i) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified,expired,or otherwise invalid power of attorney (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. ounersned by: C ti� ttIS11q John Frates President and General Counsel '►7'��y�`ZY VOQ}r'ro c Craiq Go[ en rq ` Division P e - en# avid Hisey Secretary If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800-433-0014. If you make a claim under your policy,you must furnish written notice in accordance with Section 3 of the Conditions. Visit our Word-Wide Web site at htto://www.StewartNewYork.com Serial No.: 0-8911-000917899 File No.:71174657 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attomeys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; -not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer;or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2. Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A),(B),(C),and(D)reserving,however,all (a) "Amount of Insurance": The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) "Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A improvements that by law constitute real property. The tens (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right, title, interest, estate,or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways,but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) "Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stock,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the clerk of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity U) Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) "Unmarketable Title": Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning CONDITIONS(Continued) Serial No.: 0-8911-000917899 File No.:71174657 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land, or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute,or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title,as insured, and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Companys liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured, and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company,at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In case of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and together with any costs,attomeys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees,costs,or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding or to do any other defend,prosecute,or continue any litigation. act that in its opinion may be necessary or desirable to establish (b) To Pay or Otherwise Settle With Parties Other Than the Insured the Title,as insured,or to prevent or reduce loss or damage to the or With the Insured Claimant. Insured. The Company may take any appropriate action under (i) To pay or otherwise settle with other parties for or in the the terms of this policy,whether or not it shall be liable to the name of an Insured Claimant any claim insured against Insured. The exercise of these rights shall not be an admission of under this policy. In addition, the Company will pay any liability or waiver of any provision of this policy. If the Company costs,attomeys'fees,and expenses incurred by the Insured exercises its rights under this subsection,it must do so diligently. Claimant that were authorized by the Company up to the (c) Whenever the Company brings an action or asserts a defense as time of payment and that the Company is obligated to pay; required or permitted by this policy,the Company may pursue the or litigation to a final determination by a court of competent (ii) To pay or otherwise settle with the Insured Claimant the loss jurisdiction, and it expressly reserves the right, in its sole or damage provided for under this policy,together with any discretion,to appeal any adverse judgment or order. costs,attomeys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the 6. DUTY OF INSURED CLAIMANT TO COOPERATE time of payment and that the Company is obligated to pay. (a) In all cases where this policy permits or requires the Company to Upon the exercise by the Company of either of the options prosecute or provide for the defense of any action or proceeding provided for in subsections(b)(i)or(ii),the Company's obligations and any appeals,the Insured shall secure to the Company the to the Insured under this policy for the claimed loss or damage, right to so prosecute or provide defense in the action or other than the payments required to be made, shall terminate, proceeding,including the right to use, at its option,the name of including any liability or obligation to defend, prosecute, or the Insured for this purpose. Whenever requested by the continue any litigation. Company,the Insured,at the Company's expense,shall give the CONDITIONS(Continued) S. DETERMINATION AND EXTENT OF LIABILITY damage sustained or incurred by the Insured Claimant who has This policy is a contract of indemnity against actual monetary loss or suffered loss or damage by reason of matters insured against by this Serial No.: 0-8911-000917899 File No.:71174657 policy. (a) The extent of liability of the Company for loss or damage under 14. ARBITRATION this policy shall not exceed the lesser of Either the Company or the Insured may demand that the claim or (i) the Amount of Insurance;or controversy shall be submitted to arbitration pursuant to the Title (ii) the difference between the value of the Title as insured and Insurance Arbitration Rules of the American Land Title Association the value of the Title subject to the risk insured against by ("Rules"). Except as provided in the Rules,there shall be no joinder or this policy. consolidation with claims or controversies of other persons. Arbitrable (b) If the Company pursues its rights under Section 5 of these matters may include, but are not limited to,any controversy or claim Conditions and is unsuccessful in establishing the Title, as between the Company and the Insured arising out of or relating to this insured, policy,any service in connection with its issuance or the breach of a (i) the Amount of Insurance shall be increased by 10%,and policy provision,or to any other controversy or claim arising out of the (ii) the Insured Claimant shall have the right to have the loss or transaction giving rise to this policy. All arbitrable matters when the damage determined either as of the date the claim was Amount of Insurance is$2,000,000 or less shall be arbitrated at the made by the Insured Claimant or as of the date it is settled option of either the Company or the Insured.All arbitrable matters when and paid. the Amount of Insurance is in excess of$2,000,000 shall be arbitrated (c) In addition to the extent of liability under(a)and(b),the Company only when agreed to by both the Company and the Insured. Arbitration will also pay those costs,attorneys'fees,and expenses incurred pursuant to this policy and under the Rules shall be binding upon the in accordance with Sections 5 and 7 of these Conditions. parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE defect,lien,or encumbrance,or cures the lack of a right of access CONTRACT to or from the Land,or cures the claim of Unmarketable Title,all (a) This policy together with all endorsements,if any,attached to it by as insured, in a reasonably diligent manner by any method, the Company is the entire policy and contract between the Insured including litigation and the completion of any appeals,it shall have and the Company. In interpreting any provision of this policy,this fully performed its obligations with respect to that matter and shall policy shall be construed as a whole. not be liable for any loss or damage caused to the Insured. (b) Any claim of loss or damage that arises out of the status of the (b) In the event of any litigation,including litigation by the Company Title or by any action asserting such claim shall be restricted to or with the Company's consent, the Company shall have no this policy. liability for loss or damage until there has been a final (c) Any amendment of or endorsement to this policy must be in writing determination by a court of competent jurisdiction,and disposition and authenticated by an authorized person, or expressly of all appeals,adverse to the Title,as insured. incorporated by Schedule A of this policy. (c) The Company shall not be liable for loss or damage to the Insured (d) Each endorsement to this policy issued at any time is made a part for liability voluntarily assumed by the Insured in settling any claim of this policy and is subject to all of its terms and or suit without the prior written consent of the Company. provisions. Except as the endorsement expressly states,it does not(i)modify any of the terns and provisions of the policy, (ii) 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF modify any prior endorsement,(iii)extend the Date of Policy,or LIABILITY (iv)increase the Amount of Insurance. All payments under this policy, except payments made for costs, attomeys'fees,and expenses,shall reduce the Amount of Insurance 16. SEVERABILITY by the amount of the payment. In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not 11. LIABILITY NONCUMULATIVE to include that provision or such part held to be invalid, but all other The Amount of Insurance shall be reduced by any amount the Company provisions shall remain in full force and effect. pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken 17. CHOICE OF LAW;FORUM subject, or which is executed by an Insured after Date of Policy and (a) Choice of Law: The Insured acknowledges the Company has which is a charge or lien on the Title,and the amount so paid shall be underwritten the risks covered by this policy and determined the deemed a payment to the Insured under this policy. premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, 12. PAYMENT OF LOSS rights, remedies,or enforcement of policies of title insurance of When liability and the extent of loss or damage have been definitely the jurisdiction where the Land is located. fixed in accordance with these Conditions,the payment shall be made Therefore, the court or an arbitrator shall apply the law of the within 30 days. jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT interpret and enforce the terms of this policy. In neither case shall (a) Whenever the Company shall have settled and paid a claim under the court or arbitrator apply its conflicts of law principles to this policy,it shall be subrogated and entitled to the rights of the determine the applicable law. Insured Claimant in the Title and all other rights and remedies in (c) Choice of Forum: Any litigation or other proceeding brought by respect to the claim that the Insured Claimant has against any the Insured against the Company must be filed only in a state or person or property,to the extent of the amount of any loss,costs, federal court within the United States of America or its territories attomeys'fees,and expenses paid by the Company. If requested having appropriate jurisdiction. by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and 18. NOTICES,WHERE SENT remedies. The Insured Claimant shall permit the Company to sue, Any notice of claim and any other notice or statement in writing required to compromise,or settle in the name of the Insured Claimant and to be given to the Company under this policy must be given to the Company at use the name of the Insured Claimant in any transaction or Claims Department at 60 East 42nd Street,Suite 1260,New York,NY 10165. litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities,guaranties,other policies of insurance,or bonds,notwithstanding any terms or conditions contained in those instruments that address subrogation rights. Serial No.: 0-8911-000917899 File No.:71174657 Stewart itlo Policy Number: 0-8911-000917899 Date of Policy: December 3, 2021 File Number: 71174657 . Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A- CERTIFICATION Amount of Insurance: $2,978,172.55 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 03.00 Lot: 008.001 -Schedule A Certification(Page 1 of 1) - Policy Number: 0-8911-000917899 stewart uxle Date of Policy: December 3, 2021 File Number: 71174657 SCHEDULE A-DESCRIPTION DEVELOPMENT RIGHTS EASEMENT TO BE INSURED: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: .BEGINNING at a point on the Southwesterly side of Alvahs Lane distant 200.00 feet Southeasterly when measured along the Southwesterly side of Alvahs Lane from the corner formed by the intersection the Southwesterly side of Alvahs Lane with the Southeasterly side of Oregon Road; RUNNING THENCE Southeasterly along the Southwesterly side of Alvahs Road the following two (2) courses and distances: 1. South 34 degrees 54 minutes 30 seconds East, 521.18 feet; 2. South 34 degrees 30 minutes 10 seconds East 1,025.31 feet to a monument and land now or formerly of Robert Clark; RUNNING THENCE South 55 degrees 26 minutes 50 seconds West along last-mentioned land and land now or formerly of Ernest A. Schneider, 823.22 feet to land now or formerly of WW Farms LLC; RUNNING THENCE Northwesterly and Southwesterly along last-mentioned land, the following three (3) courses and distances: 1. North 32 degrees 30 minutes 40 seconds West 42.84 feet; 2. North 32 degrees 47 minutes 10 seconds West 180.77 feet; 3. South 58 degrees 55 minutes 30 seconds West 661.85 feet to land now or formerly of Mattituck Farm Holdings LLC; RUNNING THENCE North 32 degrees 02 minutes 30 seconds West along last-mentioned land 1,496.36 feet to the Southeasterly side of Oregon Road; RUNNING THENCE Northeasterly along the Southeasterly side of Oregon Road, North 51 degrees 51 minutes 00 seconds East 336.72 feet; THENCE South 38 degrees 09 minutes 00 seconds East, 250.00 feet; THENCE North 54 degrees 20 minutes 03 seconds East, 342.21 feet; THENCE North 31 degrees 10 minutes 00 seconds West, 253.84 feet to the southeasterly side of Oregon Road; THENCE again along the southeasterly side of Oregon Road, the following two (2) courses and distances: 1. North 58 degrees 50 minutes 00 seconds East, 343.67 feet; 2. North 59 degrees 13 minutes 00 seconds East 206.43 feet; -Schedule A Description(Page 1 of 4) - 6a }jto Policy Number: 0-8911-000917899 1.! Date of Policy: December 3, 2021 File Number: 71174657 RUNNING THENCE South 34 degrees 54 minutes 30 seconds East 200.00 feet; RUNNING THENCE 59 degrees 13 minutes 00 seconds East 150.00 to the Southwesterly side of Alvahs Lane and the point or place of BEGINNING. Schedule A Description(Page 2 of 4) - ;' . '�V1/ic:l '" {• Policy Number: 0-8911-000917899 � . YY R. Date of Policy: December 3, 2021 File Number: 71174657 TOTAL PARCEL AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the Southwesterly side of Alvahs Lane distant 200.00 feet Southeasterly when measured along the Southwesterly side of Alvahs Lane from the corner formed by the intersection the Southwesterly side of Alvahs Lane with the Southeasterly side of Oregon Road; RUNNING THENCE Southeasterly along the Southwesterly side of Alvahs Road the following two (2) courses and distances: 1. South 34 degrees 54 minutes 30 seconds East, 521.18 feet; 2. South 34 degrees 30 minutes 10 seconds East 1,025.31 feet to a monument and land now or formerly of Robert Clark; RUNNING THENCE South 55 degrees 26 minutes 50 seconds West along last-mentioned land and land now or formerly of Ernest A. Schneider, 823.22 feet to land now or formerly of WW Farms LLC; RUNNING THENCE Northwesterly and Southwesterly along last-mentioned land, the following three (3) courses and distances: 1. North 32 degrees 30 minutes 40 seconds West 42.84 feet; 2. North 32 degrees 47 minutes 10 seconds West 180.77 feet; 3. South 58 degrees 55 minutes 30 seconds West 661.85 feet to land now or formerly of Mattituck Farm Holdings LLC; RUNNING THENCE North 32 degrees 02 minutes 30 seconds West along last-mentioned land 1,496.36 feet to the Southeasterly side of Oregon Road; RUNNING THENCE Northeasterly along the Southeasterly side of Oregon Road, the following three (3) courses and distances: 1. North 51 degrees 51 minutes 00 seconds East 604.34 feet; 2. North 58 degrees 50 minutes 00 seconds East 449.58 feet; 3. North 59 degrees 13 minutes 00 seconds East 206.43 feet; RUNNING THENCE South 34 degrees 54 minutes 30 seconds East 200.00 feet; RUNNING THENCE 59 degrees 13 minutes 00 seconds East 150.00 to the Southwesterly side of Alvahs Lane and the point or place of BEGINNING. -Schedule A Description(Page 3 of 4) - B arttio Policy Number: 0-8911-000917899 6 Date of Policy: December 3, 2021 File Number: 71174657 RESERVED AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the Southwesterly side of Alvahs Lane distant 700.10 feet Southwesterly when measured along the Southeasterly side of Oregon Road from the corner formed by the intersection the Southwesterly side of Alvahs Lane with the Southeasterly side of Oregon Road; RUNNING THENCE South 31 degrees 10 minutes 00 seconds East, 253.84 feet; THENCE South 54 degrees 20 minutes 03 seconds West, 342.21 feet; THENCE North 38 degrees 09 minutes 00 seconds West, 250.00 feet to the southeasterly side of Oregon Road; THENCE along the southeasterly side of Oregon Road, the following two (2) courses and distances: 1. North 51 degrees 51 minutes 00 seconds East, 267.62 feet; 2. North 58 degrees 50 minutes 00 seconds East, 105.91 feet to the point or place of BEGINNING. - Schedule A Description(Page 4 of 4)- tewar I.Itio Policy Number: 0-8911-000917899 Gi, . �w Date of Policy: December 3, 2021 File Number: 71174657 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys'fees or expenses that arise by reason of: 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey exceptions as shown on survey made by John Minto, Land Surveyor, last dated 9/10/2021 (Job Number N/A): a. Utility poles and sign varies along northerly line; b. Fences vary up to 3.6 feet northeast of northeasterly line; c. Tree line varies along northeasterly line; d. Signs, utility pole and guy wire vary along easterly line. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 1st Half Town and School Taxes, as a lien not yet due and payable. y' -Schedule B Part I(Page 1 of 1) - emote j }jti Policy Number: 0-8911-000917899 �r7� YY Rs! Date of Policy: December 3, 2021 File Number: 71174657 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law 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." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments,water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states,_it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: 9N ,��' �tt d� 1997 John Prates President and General Counsel f�r""4ird^_ ho'` i1:4f1 rc Agent avfd Hisey Secretary Stewart Title Insurance Company 60 East 42nd Street,Suite 1260 New York, New York 10165 STANDARD NEW YORK ENDORSEMENT(7/01/12) FOR USE WITH ALTA OWNER'S POLICY(6-17-06) to Qrt �tw Policy Number: 0-8911-000917899 Gi .moi Date of Policy: December 3, 2021 File Number: 71174657 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: John Frates T�str '~ P_resident,and Generai'Cour swj VA • . :. anit�H�s�y'• -::�e�:retary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 03/17/2022 Number of Pages : 23 At: 03 :21: 38 PM Receipt Number : 22-0046513 TRANSFER TAX NUMBER: 21-27707 LIBER: D00013147 PAGE : 608 District: Section: Block: Lot: 1000 095 . 00 04 . 00 003 . 001 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $1,349, 900 . 78 Received the Following Fees For Above Instrument Exempt Exempt Pa a/Filin ' Page/Filing g $115 . 00 NO Handling $20 . 00, NO ,r COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-5.84 $5 . 00 NO Notation $0 . 00 NO Cert.Copies $28 . 75 NO RPT $200 .00 NO Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $388 .75 TRANSFER TAX NUMBER: 21-27707 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County ^'S �❑ Nunlber of pagesRECORDEDdd tttt y;022 i`lar air Il o• 3� }#�� PH - JUDITH A 'PASCALE This document will be public '_LEIRK OF record. Please remove all SUFFOLK COUNTYL D00013147 - Social Security Numbers P 6018 prior to recording. r=Ti 1=y-ter 7i„ Deed/Mortgage Instrument Deed/Mortgage Tax Stam 3 p Recording/Filing Stamps '. , FEES Page/Filing Fee -4f4— Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub.Total Notation Spec./Assit. EA-5217(County) or SubTotal Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Comm.of Ed. S. 00 Held forAppointment Transfer Tax Affidavit • Mansion Tax Certified Copy �(,t U �"b • � The property covered by this mortgage.Is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other / ,or NO Grand Total If NO, see appropriate tax clause on , i page# of this instru ent� 4 1 Dist.10010A 22005984 1000 09500 0400 00300 b5 Community Preservatlon Fund Real Property (4i S Tax service Consideration Amount$ ryAgency i - I Verification ( _ I CPF Tax Due $ Satisfactions/Discharges Releases List Propperty Owners Mailing Address Improved 6 RQORD&RETURN TO: Vacant Land TD P D. 'Oy 11 7� 71- 0TD TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 -�i— — — www.suffolkcountyny.gov/clerk co-Name &-t Title# 17 I &� $ Suffolk County Recording —& Endorsement Page This page forms part of the attached__c'/t�11 1 {JQ%/JjyJ�j)� ' 6yJ��J f made by: (SPECIFY PE OF INSTRUMENT) The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of �UCIrhO�G� 7210 D� L In the VILLAGE or HAMLET ofL/TL'��J�� BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over GRANT OF DEVELOPMENT RIGHTS EASEMENT (J THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made & the day of &ebllbW , 2021 at Southold, New York. The parties are MATTITUCK FARM HOLDINGS, LLC with offices at 2299 North Sea Road, Southampton, New York 11968 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971-0959 (herein called '"Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property Located in the Town of Southold, Suffolk County, New York, identified as part of SCTM #1000-95.-4-3.1, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as, defined in this Easement; and WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and 1 t WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; an WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has de ermined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property whi e permitting compatible uses thereof; NOW THEREFORE, in consi eration of ONE MILLION THREE HUNDRED FORTY-NINE THOUSAND NINE H NDRED DOLLARS AND,78/100 ($1,349,900.78) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, ell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designs ed as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connectior with it and as hereinafter set forth with respect to the Property unto the Sorantee, its successors and assigns forever, reserving, however, for the use End benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to, the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 2 i. ..I t 0.01 Grantor's Warranty Grantor warrants and repr sents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174659, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorizec under §64 of Town Law and §247 of the New York State General Municip I Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in a y manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the nactment of General Municipal Law §247. Similar recognition by the federa government includes §170(h) of the -Internal Revenue Code ("IRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by cceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. Ino der to aid in identifying and documenting the present condition of the Prop rty's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Gr ntee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Ba eline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021 by Cashin Technical Services, Inc. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the pr=tained ously recited facts, mutual promises, undertakings, and forbearances in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. RTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "*Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shalmean the permanent legal interest and right to restrict the use of the Pr perty to uses or purposes consistent with the terms of this Easement, [nCIL ding agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of he Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock prc ducts as defined in §301(2) of the New 4 York State Agriculture and Mark is Law ("Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. " Improvement" shall mea i any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at. a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean an thing constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be-a b rden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants., occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its 5 subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for ONE MILLION THREE HUNDRED FORTY-NINE THOUSAND NINE HUNDRED DOLLARS AND 78/100 ($1,349,900.78) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ('Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. Mineral exploitation, and extraction of any mineral,. including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 7 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems (""utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used. to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be,amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 8 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for �a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 9 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they 10 may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer "U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as ma.y be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this 12 Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from 13 d actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, 14 and not as a limitation of, any other rights of Grantee hereunder at law or in equity; in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 15 6.04 Notice All notices required by this Easement must be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be 16 payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions, of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private 17 non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise 18 1 recited herein, be construed at all times and by all parties to effectuate its purpo.ges. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MATACK FARM HOLDINGS, LLC, Grantor By: Peter Talty, Vice Presiden 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee By: Scott A. Russell, Supervisor STATE OF NEW YORK) COUNTYOFSUFFOLK) SS. On the day of, L619&,LI- , in the year 2021 before me, the undersigned, personally appeared Peter Talty,personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)is,(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signatures) on the instrument, the individual(s), or the person upon behalf of which the individuals)acted, executed the instrument. a'y!/C / Z9 Signatur%ice of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. O 1 GI6094250 Qualified in Suffolk County STATE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) SS.' —- -- - - - -�' On this day of &e j1n'A6 ' , in the year 2021 before me, the undersigned, personally appeared Scott A. Russell, personally known to me or pro ved to me on the basis ofsatisfactory evidence to be the individuals) whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument ignatur%fce of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. O 1 GI6094250 j Qualified in Suffolk County 20 Commission Expires June 16, 2023 � A/Pstewart TITLE Title Number: 71174659 SCHEDULE A— DESCRIPTION REVISED 10/8/2021 AS TO DEVELOPMENT RIGHTS EASEMENT (TO BE INSURED): ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northeasterly side of Alvahs Lane distant 1017.05 feet southeasterly as measured along northeasterly side of Alvahs Lane from the corner formed by the intersection of the northeasterly side of Alvahs Lane and be southeasterly side of Oregon Road; THENCE North 56 degrees 53 minutes 00 seconds East, along land now or formerly of Mattituck Farm Holdings LLC, 680.26 feet to other lands now or formerly of Mattituck Farm Holdings, LLC; THENCE along the last-mentioned land, South 36 degrees 21 minutes 30 seconds East, 1601.41 feet (actual), (1602.32 feet deed) to land now or formerly of Samolewski Living Trust; THENCE along said last mentioned land, South 55 degrees 30 minutes 06 seconds West, 731.91 feet (actual), (South 55 degrees 26 minutes 50 seconds West, 731.17 feet deed) to the northeasterly side of Alvahs Lane; THENCE along the northeasterly side of Alvahs Lane, North 34 degrees 30 minutes 10 seconds West, 858.85 feet; THENCE North 55 degrees 29 minutes 50 seconds East, 371.02 feet; THENCE North 34 degrees 30 minutes 10 seconds West, 265.33 feet; THENCE South 55 degrees 29 minutes 50 seconds West, 371.02 again to the northeasterly side of Alvahs Lane; THENCE again along the northeasterly side of Alvahs Lane, 492.79 feet to the point or place of BEGINNING. BEING AND INTENDED TO BE part of the premises described in a certain deed from William Kauneckas and Elizabeth Ellwood, as co-executors of the Last Will and Testament of Louise Kauneckas who died a resident of Suffolk County on 7/23/2007, to Mattituck Farm Holdings, LLC, dated 4/10/2008, recorded 4/21 /2008 in Liber 12548 page 188, as corrected by correction deed dated 3/25/2009 and recorded 4/14/2009 in Liber 12585 page 520. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description(Page 1 of 3) - �F SITE. GOO 0 0 Ao"o--�'�5� 4 KEY MAP 1"=600' a Vie. I a TOTAL AREA=26.07 ACRES 1 —13.81 ACRES °t J° SUFFOLK COUNTY TAX MAP# ♦♦ °a�O °�p,0°� 1000-95-04-3.f0°`�tpat+ I 4 - q� .a A� OE a£s P!^3- "o o ♦O\ V�110 r� Survey of Property Cutchogue Town of Soulhold J wr.Nmea�em Suffolk County, New York ias Mop 81000-95-04-3.1 Scale 1 80, Sepl—b.,10,2021 GRAPHIC SCALE !wn of SIYIIkN WHAd fam Ilddegs.IIC k--�—� —m Pluer:lvllnua]x.•y•� Slerml Rk 6—.,W 9S Smilnla.n BeulewN.Smlt—.. TO THIS OSU ALTERATION TI ADDITION SE TION SURVEY IS A VNEW ON OF SECTION N LA OF THE NEW YORK STATE EDUCATION LAW. COPIES OF THIS SURVEY MAP NOT BEARING svf M31 THE LAND SURVEYOR'S INKED SEAL OR n ]IVLWe IAVE EMBOSSED SEAL SHALL NOT BE CONSIDERED TO BE A VALID TRUE COPY. GUARPHTEES INDICATED HEREON SHALL RUN ONLY TO THE PERSON FOR WHOM THE SURVEY IS PREPARED,AND ON HIS BEHALF TO THE PQ TITLE COMPANY.GOVERNMENTAL AGENCY AND ep LENDING INSTITUnON LISTED HEREON,AND TO THE ASSIGNEES OF THE LENDING INSTI— TUTOR.GUARANTEES ME NOT TRANSFERABLE. pQ' Note:ALL SUBSURFACE STRUCTURES; WATER SUPPLY,SANITARY SYSTEMS, DRAINAGE.DRYWELLS AND UTILITIES, SHOWN ME FROM FlELD OBSERVATIONS AND OR DATA OBTAINED FROM OTHERS. THE EXISTENCE OF RIGHTS OF WAY 9` AND/OR EASEMENTS OF RECORD IF G ANY,NOT SHOWN ME NOT GUARANTEED. BAR IWO-A4M-0I SITE. ®W ho mm ig. 14-. IO11F95-01-1i �Q V 7°m OmlgmN Rgtb 9r�y ! dp�� �ppQ + 10 -A 4 KEY MAP f = 600' O I 1 4- 0(5- �g6 a a TOTAL AREA = 26.07 ACRES Town;evelcpment Sights Easement Area = 23.81 ACRES �� SUFFOLK COUNTY TAX MAP# 1000-95-04-3°1 ��o a° 2 \. i' f7C5CNCd AreO c^ \ 98,442 sg.ft. 2.26 acres F.P rk W 1.k PW° • �5ti6�o� Dei S� ore mxrele � i Survey of Property situate at Cutchogue Town of Southold LAND SURVEYING Suffolk County, New York Mintoville@aol.com BDMSIDNS Tax Map #1000-95-04-3.1 TOPO h MORTCAOE SURVEYS Scale 1"= 80' September 10, 2021 TOPOGRAPHIC SURVEYS Certified to: SHE PLANS ,one M—n L.B. ]neRvuTL .M Town of Southold GRAPHIC SCALE Maftituck Farm Holdings, LLC Phone:(631)724-4832 Stewort Title Insurance Co. 93 Smithtown Boulevard, Smithtown, N.Y. 11787 1 IN FRer I 1 Inch= BO M I I I I I I I I I I I I I I I I I .. •.•. ,', s. IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 03/17/2022 Number of Pages : 8 At: 03 :21 :38 PM Receipt Number 22-0046513 LIBER: D0.001�3-14T',: PAGE : 609 District: Section: Block: Lot: 1000 095 . 00 04 . 00 003 . 001 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $40 . 00 NO Handling $20 . 00 NO COE $5 . 00 NO NYS SRCHG $15 . 00_ NO TP-584 $0 . 00 NO Notation $0 ..00, 3 NO..,L Cert.Copies $10 . 00 NO RPT $200 . 00" NO ,�,. , Fees Paid THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County ❑2 I 1 Number of pages RECORDED 2022 This document Will be public CLERK OF record. Please remove all SUFFOLK COUNTY Social Security Numbers L DOO 1 14 prior to recording. P 609 Deed/Mortgage Instrument Deed/Mortgage Tax Stam p Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 =� Sub Total Notation Spec./Assit. EA-52 17(County) or SubTotal Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Held forAppointment Comm.of Ed. S. 00 � Transfer Tax Affidavit * * Mansion Tax Certified Copy The property covered by this mortgage,is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total v /lt''10 family dwelling only. Other If YES orNO Grand Total If NO, see appropriate tax clause on page# of this inst ume t. 4 DIst.fG�Q 4771716 1000 -09500 0400 00300 $ CommunityPreservation F nd Real Property PTS 111111111111111 Consideration Amount$Tax Service SMI 10111111110111111111111 Agency 10-FEB-22 CPF Tax Due Verification $ — ---- ---- --------- ---- Improved 6 Satisfactions/Discharges Releases List Pro ertyOwners Mailing Address RI<CORD&RETURN�0: Vacant Land TD �p C�f./lbolCI 4� ISM_ loffq TD U TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 www.suffolkcountynyigov/clerk Co.Name J e a�� /' 1 y y:gov/clerk Title# t l o $ Suffolk County Recording & Endorsement Page This page forms part of the attached_ CIOVf'9al?A ayol&a,5h-16170/2. made by: (SPECIFY TYPE OF INSTRUMENT) The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of .1 allhold TI�Cf'l►i ofSOu¢hold In the VILLAGE or HAMLET of 6aUP BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over 4 DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the , & day of &41MO, , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton,New York 11968, hereinafter referred to as the "DECLARANT". WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 8500 Alvah's Lane, Cutchogue in the Town of Southold, County of Suffolk, and State of New York, designated as SCTM #1000-95.-4-3.1 and shown on a survey prepared September 10, 2021, by John Minto, L.L.S. of JM Land Surveying, a reduced copy of which is attached hereto as Exhibit "A" and made a part hereof, and described in the metes and bounds description attached at Exhibit`B" and made a part hereof(the "Property"); and WHEREAS, the Survey shows a Development Rights Easement Area of 23.81 acres and a Reserved Area (or Development Area) of 2.26 acres, both described in the metes and bounds description attached as Exhibit"C" and"D", respectfully; and WHEREAS, the DECLARANT has granted to the Town of Southold a Grant of Development Rights Easement, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property, that the within covenants and restrictions be imposed on the Property, and as a condition of acceptance of the Grant of Development Rights Easement, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of DECLARANT and subsequent owners of the Property; and NOW THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserved Area unless such is conveyed together with the Development Rights Easement Parcel (Area) into the same Grantee; and will not make an application for or seek any relief from the Town of Southold that would allow subdivision of the Reserved Area from the area subject to the Deed of Development Rights Easement. Notwithstanding, said Development Rights Easement Parcel is subject to the provisions set forth in Section 303 of the Grant of Development Rights Easement which reads as follows: "3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law Section 265, 276 or 277 or 335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights area acquired into two or more parcels, in whole or part. Grantor may, subject to approval of the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor,trustee, heirs or next of kin by will or operation of law." The Reserve Area must always be associated with a Development Rights Easement Parcel which contains at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection, paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. MATM�JCK FARM HOLDINGS, LLC r r V By: Peter Talty, ice President STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) On the me. day of &&,oh-4 - 2021, before me, the undersigned, personally appeared Peter Talty, 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, and that such individual made such appearance before the undersigned. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. 01GI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 Apstewart EXHIBIT "B" TITLE Title Number: 71174659 AS TO TOTAL PARCEL AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northeasterly side of Alvahs Lane distant 1017.05 feet southeasterly as measured along northeasterly side of Alvahs Lane from the corner formed by the intersection of the northeasterly side of Alvahs Lane and be southeasterly side of Oregon Road; THENCE North 56 degrees 53 minutes 00 seconds East, along land now or formerly of Mattituck Farm Holdings LLC, 680.26 feet to other lands now or formerly of Mattituck Farm Holdings, LLC; THENCE along the last-mentioned land, South 36 degrees 21 minutes 30 seconds East, 1601.41 feet (actual), (1602.32 feet deed) to land now or formerly of Samolewski Living Trust; THENCE along said last mentioned land, South 55 degrees 30 minutes 06 seconds West, 731.91 feet (actual), (South 55 degrees 26 minutes 50 seconds West, 731.17 feet deed) to the northeasterly side of Alvahs Lane; THENCE along the northeasterly side of Alvahs Lane the following two (2) courses and distances: 1. North 34 degrees 30 minutes 10 seconds West, 886.70 feet (actual), (888.29 feet deed) to a point; 2. North 34 degrees 30 minutes 10 seconds West, 730.27 feet to the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description (Page 2 of 3) - //Pstewaft ' EXHIBIT "C" TITLE Title Number: 71174659 SCHEDULE A— DESCRIPTION REVISED 10/8/2021 AS TO DEVELOPMENT RIGHTS EASEMENT (TO BE INSUREM ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northeasterly side of Alvahs Lane distant 1017.05 feet southeasterly as measured along northeasterly side of Alvahs Lane from the corner formed by the intersection of the northeasterly side of Alvahs Lane and be southeasterly side of Oregon Road; THENCE North 56 degrees 53 minutes 00 seconds East, along land now or formerly of Mattituck Farm Holdings LLC, 680.26 feet to other lands now or formerly of Mattituck Farm Holdings, LLC; THENCE along the last-mentioned land, South 36 degrees 21 minutes 30 seconds East, 1601.41 feet (actual), (1602.32 feet deed) to land now or formerly of Samolewski Living Trust; THENCE along said last mentioned land, South 55 degrees 30 minutes 06 seconds West, 731.91 feet (actual), (South 55 degrees 26 minutes 50 seconds West, 731.17 feet deed) to the northeasterly side of Alvahs Lane; THENCE along the northeasterly side of Alvahs Lane, North 34 degrees 30 minutes 10 seconds West, 858.85 feet; THENCE North 55 degrees 29 minutes 50 seconds East, 371.02 feet; THENCE North 34 degrees 30 minutes 10 seconds West, 265.33 feet; THENCE South 55 degrees 29 minutes 50 seconds West, 371.02 again to the northeasterly side of Alvahs Lane; THENCE again along the northeasterly side of Alvahs Lane, 492.79 feet to the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the parry of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. -Schedule A Description(Page 1 of 3) - y , Apstewart EXHIBIT "D" TITLE Title Number: 71174659 AS TO RESERVED AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northeasterly side of Alvahs Lane distant 1509.84 feet southeasterly as measured along northeasterly side of Alvahs Lane from the corner formed by the intersection of the northeasterly side of Alvahs Lane and be southeasterly side of Oregon Road; RUNNING THENCE North 55 degrees 29 minutes 50 seconds East, 371.02 feet; THENCE South 34 degrees 30 minutes 10 seconds East, 265.33 feet; THENCE South 55 degrees 29 minutes 50 seconds West, 371.02 feet to the northeasterly side of Alvahs Lane; THENCE along said northeasterly side of Alvahs Lane, North 34 degrees 30 minutes 10 seconds West, 265.33 feet to the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 3 of 3) - TO THI OSUW ALTERATION TI ADDITION SE THIS SURVEY IS A VIOLATION OF SECTION OF THE NEW YORK STATE �• EDUCATIONN LAW. COPIES OF THIS SURVEY MAP NOT BEARING SFIT Aft THE LAND SURVEYOR'S INKED SEAL OR c fINLVµS UK EMBOSSED SEAL SHALL NOT BE CONSIDERED TO BE A VALID TRUE CO". GUARANTEES INDICATED HEREON SHALL RUN ONLY TO THE PERSON FOR WHOM THE SUWEY IS PREPARED,AND ON HIS BEHALF TO THE wQ TITLE COMPANY.GOVERNMENTAL AGENCY AND �pP LENDING INSTITUTION LISTED HEREON,AND [` TO THE ASSIGNEES OF THE LENDING INsn— TUTION.GUARANTEES ARE NOT TRANSFERABLE. (yN p� ALL SUBSURFACE STRUCTURES: WATER SUPPLY,SANITARY SYSTEMS, DRAINAGE.DRYWM F AND OBSERVATIONS SHOWN ARE FROM I EDD OBSERVATIONS AND OR DATA OBTAINED FROM OTHERS. THE EXISTENCE OF RIGHTS OF WAY AND/OR EASEMENTS OF RECORD IF !� ANY,NOT SHOWN ARE NOT GUARANTEED. 'Ton h�iP�l 10a}BS-0e 91 1 SITE. A. GO p �a Al V IW}95-a1-xl p, G� � A) 1 b°Y �P KEY MAP 000\%0 9o� f" = 600' o - I /J X56 A g TOTAL AREA = 26.07 ACRES Town Cevelepmenl Ria hts Easement Area = 23.81 ACRES SUFFOLK COUNTY TAX MAP# p4�o�tp�`�6s 1000-95-04-3.1 Y 2 gescrved Area ./ 98,4442 sq.ft. \ /;o p, Z' acres 6�•� s 1L9 Y d gree do ,•:,,=' ��� O. PP P�`•S S�ti,a Oe¢a �, o� Z �ae,e Mmf Survey of Property situate at Cutchogue Town of Southold LAND SURVEYING Suffolk County, New York Mintoville@aol.cem Tax Map #1000-95-04-3.1 susoms ONS TIRE&MORTGAGE SURVEYS Scale 1"= 80' September 10, 2021 TOPOGRAPHIC SUINEYS RE PIANS Certified to: n•n• w•z B GRAPHIC SCALE Town of Southold sa oR n h H °°°° ° °^•nM R°'°°°° Mottituck Farm Holdings, LLC Phone:(631)7244832 Stewart Title Insurance Co. 93 Smithtown Boulevard, Smithtown, N.Y. 11787 ewer 1 Inch = 80 tt ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY -/I/`stewwt Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS,STEWART TITLE INSURANCE COMPANY,a New York corporation,(the"Company') insures, as of Date of Policy and,to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (I) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified,expired,or otherwise invalid power of attorney (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic ' means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. Countersigned by: �%%S di `.•.M..•.ti1/ti •'oAPc�'4•�F John Frates a•. President and.General Counsel yrs••.......-�''�• Craiq Gol en erq Division PUsAent avid Hisey Secretary If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800433-0014. If you make a claim under your policy,you must furnish written notice in accordance with Section 3 of the Conditions. Visit our Word-Wide Web site at htto:/Auww.StewartNbwYark.com Serial No.: 0-8911-000917901 File No.:71174659 COVERED RISKS(Continued) 9'. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attomeys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer,or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2. Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A),(B),(C),and(D)reserving,however,all (a) "Amount of Insurance": The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) 'Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A. improvements that by law constitute real property. The term (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right, title, interest, estate, or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways, but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) "Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stock,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), "Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the cleric of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity (j) "Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) "Unmarketable Title": Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the - person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning CONDITIONS(Continued) Serial No.: 0-8911-000917901 File No.:71174659 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land,or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(1)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute,or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title,as insured,and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Company's liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured, and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company,at its the Company under this policy as to that claim. own cost and without unreasonable delay,shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In case of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and together with any costs,attomeys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees, costs,or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding orto do any other defend,prosecute,or continue any litigation. act that in its opinion may be necessary or desirable to establish (b) To Pay or Otherwise Settle With Parties Other Than the Insured the Title,as insured,or to prevent or reduce loss or damage to the or With the Insured Claimant. Insured. The Company may take any appropriate action under (i) To pay or otherwise settle with other parties for or in the the terms of this policy,whether or not it shall be liable to the name of an Insured Claimant any claim insured against Insured. The exercise of these rights shall not be an admission of under this policy. In addition, the Company will pay any liability or waiver of any provision of this policy. If the Company costs,attomeys'fees,and expenses incurred by the Insured exercises its rights under this subsection,it must do so diligently. Claimant that were authorized by the Company up to the (c) Whenever the Company brings an action or asserts a defense as time of payment and that the Company is obligated to pay; required or permitted by this policy,the Company may pursue the or litigation to a final determination by a court of competent (ii) To pay or otherwise settle with the Insured Claimant the loss jurisdiction, and it expressly reserves the right, in its sole or damage provided for under this policy,together with any discretion,to appeal any adverse judgment or order. costs,attomeys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the 6. DUTY OF INSURED CLAIMANT TO COOPERATE time of payment and that the Company is obligated to pay. (a) In all cases where this policy permits or requires the Company to Upon the exercise by the Company of either of the options prosecute or provide for the defense of any action or proceeding provided for in subsections(b)(i)or(ii),the Company's obligations and any appeals,the Insured shall secure to the Company the to the Insured under this policy for the claimed loss or damage, right to so prosecute or provide defense in the action or other than the payments required to be made, shall terminate, proceeding,including the right to use,at its option,the name of including any liability or obligation to defend, prosecute, or the Insured for this purpose. Whenever requested by the continue any litigation. Company,the Insured,at the Company's expense,shall give the CONDITIONS(Continued) 8. DETERMINATION AND EXTENT OF LIABILITY damage sustained or incurred by the Insured Claimant who has This policy is a contract of indemnity against actual monetary loss or suffered loss or damage by reason of matters insured against by this Serial No.:-0-8911-000917901 File No.:71174659 policy. (a) The extent of liability of the Company for loss or damage under 14. ARBITRATION this policy shall not exceed the lesser of Either the Company or the Insured may demand that the claim or (i) the Amount of Insurance;or controversy shall be submitted to arbitration pursuant to the Title (ii) the difference between the value of the Title as insured and Insurance Arbitration Rules of the American Land Title Association the value of the Title subject to the risk insured against by ("Rules"). Except as provided in the Rules,there shall be no joinder or this policy. consolidation with claims or controversies of other persons. Arbitrable (b) If the Company pursues its rights under Section 5 of these matters may include, but are not limited to,any controversy or claim Conditions and is unsuccessful in establishing the Title, as between the Company and the Insured arising out of or relating to this insured, policy,any service in connection with its issuance or the breach of a (1) the Amount of Insurance shall be increased by 10%,and policy provision,or to any other controversy or claim arising out of the (ii) the Insured Claimant shall have the right to have the loss or transaction giving rise to this policy. All arbitrable matters when the damage determined either as of the date the claim was Amount of Insurance is$2,000,000 or less shall be arbitrated at the made by the Insured Claimant or as of the date it is settled option of either the Company or the Insured. All arbitrable matters when and paid. the Amount of Insurance is in excess of$2,000,000 shall be arbitrated (c) In addition to the extent of liability under(a)and(b),the Company only when agreed to by both the Company and the Insured. Arbitration will also pay those costs,attomeys'fees,and expenses incurred pursuant to this policy and under the Rules shall be binding upon the in accordance with Sections 5 and 7 of these Conditions. parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE defect,lien,or encumbrance,or cures the lack of a right of access CONTRACT to or from the Land,or cures the claim of Unmarketable Title,all (a) This policy together with all endorsements,if any,attached to it by as insured, in a reasonably diligent manner by any method, the Company is the entire policy and contract between the Insured including litigation and the completion of any appeals,it shall have and the Company. In interpreting any provision of this policy,this fully performed its obligations with respect to that matter and shall policy shall be construed as a whole. not be liable for any loss or damage caused to the Insured. (b) Any claim of loss or damage that arises out of the status of the (b) In the event of any litigation,including litigation by the Company Title or by any action asserting such claim shall be restricted to or with the Company's consent, the Company shall have no this policy. liability for loss or damage until there has been a final (c) Any amendment of or endorsementto this policy must be in writing determination by a court of competent jurisdiction,and disposition and authenticated by an authorized person, or expressly of all appeals,adverse to the Title,as insured. incorporated by Schedule A of this policy. (c) The Company shall not be liable for loss or damage to the Insured (d) Each endorsement to this policy issued at any time is made a part for liability voluntarily assumed by the Insured in settling any claim of this policy and is subject to all of its terms and or suit without the prior written consent of the Company. provisions. Except as the endorsement expressly states,it does not(i)modify any of the terms and provisions of the policy, (ii) 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF modify any prior endorsement, (iii)extend the Date of Policy,or LIABILITY (iv)increase the Amount of Insurance. All payments under this policy, except payments made for costs, attorneys'fees,and expenses,shall reduce the Amount of Insurance 16. SEVERABILITY by the amount of the payment. In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not 11. LIABILITY NONCUMULATIVE to include that provision or such part held to be invalid, but all other The Amount of Insurance shall be reduced by any amount the Company provisions shall remain in full force and effect. pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken 17. CHOICE OF LAW;FORUM subject, or which is executed by an Insured after Date of Policy and (a) Choice of law: The Insured acknowledges the Company has which is a charge or lien on the Title,and the amount so paid shall be underwritten the risks covered by this policy and determined the deemed a payment to the Insured under this policy. premium charged therefore in reliance upon the law affecting - interests in real property and applicable to the interpretation, 12. PAYMENT OF LOSS rights, remedies,or enforcement of policies of title insurance of When liability and the extent of loss or damage have been definitely the jurisdiction where the Land is located. fixed in accordance with these Conditions,the payment shall be made Therefore, the court or an arbitrator shall apply the law of the within 30 days. jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT interpret and enforce the terms of this policy. In neither case shall (a) Whenever the Company shall have settled and paid a claim under the court or arbitrator apply its conflicts of law principles to this policy,it shall be subrogated and entitled to the rights of the determine the applicable law. Insured Claimant in the Title and all other rights and remedies in (c) Choice of Forum: Any litigation or other proceeding brought by respect to the claim that the Insured Claimant has against any the Insured against the Company must be filed only in a state or person or property,to the extent of the amount of any loss,costs, federal court within the United States of America or its territories attorneys'fees,and expenses paid by the Company. If requested having appropriate jurisdiction. by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and 18. NOTICES,WHERE SENT remedies. The Insured Claimant shall permit the Company to sue, Any notice of claim and any other notice or statement in writing required to compromise,or settle in the name of the Insured Claimant and to be given to the Company under this policy must be given to the Company at use the name of the Insured Claimant in any transaction or Claims Department at 60 East 42" Street,Suite 1260,New York,NY 10165. litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities,guaranties,other policies of insurance,or bonds,notwithstanding any terms or conditions contained in those instruments that address subrogation rights. Serial No.: 0-8911-000917901 File No.:71174659 ste A jr�rt tjtio Policy Number: 0-8911-000917901 .7�. YY�A! ! moi Date of Policy: December 3, 2021 File Number: 71174659 Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A— CERTIFICATION Amount of Insurance: $1,349,900.78 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 04.00 Lot: 003.001 -Schedule A Certification(Page 1 of 1) - stewa �. titio Policy Number: 0-8911-000917901 GGiiI �. 66 Date of Policy: December 3, 2021 File Number: 71174659 SCHEDULE A—DESCRIPTION AS TO DEVELOPMENT RIGHTS EASEMENT (TO BE INSURED): ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northeasterly side of Alvahs Lane distant 1017.05 feet southeasterly as measured along northeasterly side of Alvahs Lane from the corner formed by the intersection of the northeasterly side of Alvahs Lane and be southeasterly side of Oregon Road; THENCE North 56 degrees_53 minutes 00 seconds East, along land now or formerly of Mattituck Farm Holdings LLC, 680.26 feet to other lands now or formerly of Mattituck Farm Holdings, LLC; THENCE along the last-mentioned land, South 36 degrees 21 minutes 30 seconds East, 1601.41 feet (actual), (1602.32 feet deed) to land now or formerly of Samolewski Living Trust; THENCE along said last mentioned land, South 55 degrees 30 minutes 06 seconds West, 731.91 feet (actual), (South 55 degrees 26 minutes 50 seconds West, 731.17 feet deed)to the northeasterly side of Alvahs Lane; THENCE along the northeasterly side of Alvahs Lane, North 34 degrees 30 minutes 10 seconds West, 858.85 feet; THENCE North 55 degrees 29 minutes 50 seconds East, 371.02 feet; THENCE North 34 degrees 30 minutes 10 seconds West, 265.33 feet; THENCE South 55 degrees 29 minutes 50 seconds West, 371.02 again to the northeasterly side of Alvahs Lane; THENCE again along the northeasterly side of Alvahs Lane, 492.79 feet to the point or place of BEGINNING. -Schedule A Description(Page 1 of 3)- ..'ACID Policy Number: 0-8911-000917901 StewartDate of Policy:December 3, 2021 File Number: 71174659 AS TO TOTAL PARCEL AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northeasterly side of Alvahs Lane distant 1017.05 feet southeasterly as measured along northeasterly side of Alvahs Lane from the corner formed by the intersection of the northeasterly side of Alvahs Lane and be southeasterly side of Oregon Road; THENCE North 56 degrees 53 minutes 00 seconds East, along land now or formerly of Mattituck Farm Holdings LLC, 680.26 feet to other lands now or formerly of Mattituck Farm Holdings, LLC; THENCE along the last-mentioned land, South 36 degrees 21 minutes 30 seconds East, 1601.41 feet (actual), (1602.32 feet deed) to land now or formerly of Samolewski Living Trust; THENCE along said last mentioned land, South 55 degrees 30 minutes 06 seconds West, 731.91 feet (actual), (South 55 degrees 26 minutes 50 seconds West, 731.17 feet deed) to the northeasterly side of Alvahs Lane; THENCE along the northeasterly side of Alvahs Lane the following two (2) courses and distances: 1. North 34 degrees 30 minutes 10 seconds West, 886.70 feet (actual), (888.29 feet deed) to a point,- 2. oint;2. North 34 degrees 30 minutes 10 seconds West, 730.27 feet to the point or place of BEGINNING. -Schedule A Description(Page 2 of 3)- st ` moi Wa itio Policy Number: 0-8911-000917901 Date of Policy: December 3, 2021 File Number: 71174659 AS TO RESERVED AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northeasterly side of Alvahs Lane distant 1509.84 feet southeasterly as measured along northeasterly side of Alvahs Lane from the corner formed by the intersection of the northeasterly side of Alvahs Lane and be southeasterly side of Oregon Road; RUNNING THENCE North 55 degrees 29 minutes 50 seconds East, 371.02 feet; THENCE South 34 degrees 30 minutes 10 seconds East, 265.33 feet; THENCE South 55 degrees 29 minutes 50 seconds West, 371.02 feet to the northeasterly side of Alvahs Lane; THENCE along said northeasterly side of Alvahs Lane, North 34 degrees 30 minutes 10 seconds West, 265.33 feet to the point or place of BEGINNING. -Schedule A Description(Page 3 of 3) - to r� thio Policy Number: 0-8911-000917901 !. GG�� Date of Policy: December 3, 2021 File Number: 71174659 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees or expenses that arise by reason of: 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey exceptions as shown on survey made by John Minto, Land Surveyor, last dated 9/10/2021 (Job Number N/A): a. Earth Road along easterly line and southerly part of premises extending onto Alvahs Lane; Subject to the rights of others over same; b. Subject to the rights of the utility companies to high tension tower located on premises and overhead wires crossing premises. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 ls'Half Town and School Taxes, as a lien not yet due and payable. -Schedule B Part I (Page 1 of 1)- ste j tjt Policy Number: 0-8911-000917901 �7�. YY I .o moi Date of Policy: December 3, 2021 File Number: 71174659 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law 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." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: T `Z,bis dz4 John Frates President and General Counsel IL A(alho q bfnc Agent ayid Hisey Secretary Stewart Title Insurance Company 60 East 42nd Street,Suite 1260 New York, New York 10165 STANDARD NEW YORK ENDORSEMENT(7/01/12) FOR USE WITH ALTA OWNER'S POLICY(6-17-06) t YYart i i .3�o. Policy Number: 0-8911-000917901 YYG1 R. Date of Policy: December 3, 2021 File Number: 71174659 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: vla"`�' John Frates Prosident and Gon€rril Counsel , Z4SOT d 45ffic o 1dl9ent Davi "Isey :Secretary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII M •' I,,` I IIIIII VIII VIII IIII IIII - .: SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: ' -03/17./2022 Number of Pages : 23 At: 03 :.21 :38 PM Receipt Number : 22-0046513 TRANSFER TAX NUMBER: 21-27708 LIBER: D0001'3'147 PAGE : 610 District: Section: Block: Lot: 1000 095 . 00 04 . 00 005 . 002 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $265,331 . 19 Received the Following Fees For Above Instrument Exempt3 a . f e i JExempt Page/Filing $115 .00 NO Handling ` $20 . 00, h,.NO . ' COE ' $5 . 00 NO NYS SRCHG $15 . 00' ' : NO TP-584 $5.00 NO Notation $0 .00 NO Cert.Copies $28 .75 NO RPT $200 . 06 w" NO Transfer tax $0 . 00 NO Comm.Pres so-.0d NO Fees Paid $388 .75 TRANSFER TAX NUMBER: 21-27708 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE ; County Clerk, Suffolk County; . 5 1 F2] Ae Number of pages 1-EC iRDECi this document will be public CLERK OF record. Please remove all - L D aO[ti3i Li;, Social Security Numbers P 610 prior to recording. T4- 21-2770 Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 _ G,�' SubTotal Notation spec./Assit. EA-52 17(County) Subor Total Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Heid forAppointment Comm.of Ed. 5. 00 Transfer Tax Affidavit • Mansion Tax ` Certified Copy -w The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. o y Other YES or NO Grand Total If NO, see appropriate tax clause on Page It-of this instru nt. 4 Dist. �pU�j ; 22005986 loon 09500 0400 00500 5 Community Preservation Fund Real Property PTS Consideration Amount$ �, 9 Tax R SMI ' AgencyIIIIIIIIIIIIIuIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII / 70-FEB- CPF Tax Due Verii:fcation ' $ ---- 6 Satisfactions/Discharges Releases List Prolpp� rtyOwners Mailing Address Improved RVCORD&RETURN TO: Vacant Land 70- //7 a/Jo a ��D45/AJC//il�y�� TD /50g' 117/ TD South o/-I R!1 /I 971 0 9,5 1 TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 www.suffolkcountyny.gov/clerk Co.NameFi :1fe Title# 8 Suffoik County Recording & Endorsement Page This page forms part of the attached_ 2M1I 0 bD/np/�f�j��t �Os��•y�l/� made iby: (SPECIFY TYPE' INSTRUMENT) A A446�t,�/i� l �o�d•�s LLC The premises herein is situated in SUFFOLK COUNTY,NEW YORK. T // TO In the TOWN of rrdIlihold ,T Gell ?f, 1)111112/1/ In the VILLAGE or HAMLET of &r 'y/C)a(lz _ BOXES G THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over �O1 GRANT OF DEVELOPMENT RIGHTS EASEMENT n r� THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made ON' the day of h1L'/lOff , 2021 at Southold, New York. The parties are MATTITUCK FARM HOLDINGS, LLC with offices at 2299 North Sea Road, Southampton, New York 11968 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971-0959 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as SCTM #1000-95.-4-5.2, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of.the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Town's Master Plan of 1973, amended in 1986 and 1989 as 1 Adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of TWO HUNDRED SIXTY-FIVE THOUSAND THREE HUNDRED THIRTY-ONE DOLLARS AND 19/100 ($265,331.19) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 2 . t Q.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174660, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and-Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021 by Cashin Technical Services, Inc. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New 4 York State Agriculture and Markets Law ("Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. "'Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not ""Lawn." ""Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its 5 subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for TWO HUNDRED SIXTY-FIVE THOUSAND THREE HUNDRED THIRTY-ONE DOLLARS AND 19/100 ($265,331.19) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. Mineral exploitation, and extraction of any mineral, including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 7 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems ("utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 8 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 9 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they 10 may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer "U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage improvement structures, provided such structures are related to or accessory to agricultural production;. (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which 11 arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this I? Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to-Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from ]3 actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, 14 and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 15 Q.04 Notice All notices required by this Easement must be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be 16 payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private 17 non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise 18 recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording . Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MA CK FARM HOLDINGS, LLC, Grantor By: ' ZA - Peter Talty, ice PresidentV 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: a Scott A. Russell, Supervisor STATE OF NEW YORK) COUNTY OFSUFFOLK)SS.• On the V cl oay of , lL'P/J�1�, in the year 202.1 before me, the undersigned, personally appeared Peter Tally, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signature(s)on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument. a"r 2z Signatur%1ficefindividual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York I No. OIGI6094250 Qualified in Suffolk County STATE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) SS.• - - -- - — --- On this day of—&1/M& in the year 2021 before me, the undersigned, personally appeared Scott A. Russell, personally known to me or pro ved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signatures) on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument. Signaturelo ce ofindividual taking acknowledgement I Jeanne D. Giarratano Notary Public, State of New York 20 No. 01G16094250 Qualified in Suffolk County Commission Expires June 16, 2023 Apstewart SCHEDULE "A" TITLE Title Number: 71174660 TOWN OF SOUTHOLD DEVELOPMENT RIGHTS EASEMENT AREA (to be insured): ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at a point on the Northeasterly side of Alvah's Lane, distant 721.90 feet Southeasterly from the corner formed by the intersection of the Northeasterly side of Alvah's Lane with the Southeasterly side of Oregon Road; RUNNING THENCE North 57 degrees 00 minutes 30 seconds East, 706.50 feet; THENCE South 29 degrees 23 minutes 38 seconds East 294.14 feet; THENCE South 56 degrees 53 minutes 00 seconds West, 680.26 feet to a point on the Northeasterly side of Alvah's Lane; THENCE along the Northeasterly side of Alvah's Lane, North 34 degrees 30 minutes 10 seconds West, 295.15 feet, to the point or place of BEGINNING. Said premises is being and intended -to:�be part of the same premises described in a certain deed from Carl Stelzer and Frances Stelzer, his wife, Anthony Zanieski, Dolores Zanieski and Alexander Zanieski and Joan Zanieski, his wife to Mattituck Farm Holdings, LLC, dated as of 1 /15/1998 and recroded 1 /28/1998 in Liber 11875 Page 135. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description(Page 2 of 2) - UNAUTHOR—ALTERATION OR ADDITION TO THIS SURVEY IS A VIOLATION OF n eY SECTION 7209 OF THE NEW YORK STATE ^®• EDUCATION LAW. COPIES OF THIS SURJEY MAP NOT BEARING 5(17 Ail THE LAND SURVEYOR'S INKED SEAL OR EMBOSSED SEAL SHALL NOT BE CONSIDERED 31WvuB TO BE A VALID TRUE COPY, GUARANTEES INDICATED HEREON SHALL RUN ONLY TO THE PERSON FOR WHOM THE SURVEY IS PREPARED,AND ON HIS BEHALF TO THE TITLE COMPANY,GOVERNMENTAL AGENCY AND TENTING IN LI N LISTED HEREON,AND TO THE ASSIGNEES OF THE LENDING TURON.GUARANTEES ARE NOT TRANSFERABLE. Note:ALL SUBSURFACE STRUCTURES; WATER SUPPLY,SANITARY SYSTEMS, DRAINAGE,DRYWELLS AND UTILITIES. SHOWN ARE FROM FIELD OBSERVATIONS AND OR DATA OBTAINED FROM OTHERS. (fF0 THE IDa TENCE OF RIGHTS OF WAY AND/OR EASEMENTS OF RECORD IF ♦PGV ANY,NOT SHOWN ARE NOT GUARANTEED. 0 9�G 9y > �e SITE: (mm Am IIX495-01-oI . X� 0 IOIXF95-0f-fll .� G,n 'A." m� ��oo�� yo •�\ e 10,10-95-dSI Tcm DSI Wgll, "tea p syO�d� P'G ?� 0 r� KEY MAP fl i 600' 9 0 \ 611 �y`S�NQ�L���6Sac \,Q�e�\Og�0 app CPQ 9065 '95 d+P� 0\ t�PS g0'pOp 9 e \ d001 �o�^ee°`o CO 9g.oy95n� y64 0 �� S�c \pp •�pq� 'rs S 0 , NO PGS ,deo o Survey of Property Situate at Cutchogue Town of Southold .{ LAND SURVEYING Suffolk County, New York Mintoville@aol.com Tax Mop #1000-95-04-5.2 SUBONISIONSp TRUE k MORTGAGE SURVEYS Scale 1'I- 80' September 10, 2021 TOPOGRAPHIC SURJETS SRE PIANS Certified to: GRAPHIC SCALE J.—Mlnln,L.S. velUne as L.B. Town of Southold Mattituck Farm Holdings, LLC Phone:(631)7244832 Stewart Title Insurance Co. 93 Smithtown Boulevard, Smithtown, N.Y. 11787 (IN FEET 1 Inch= 60 [G ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY A^stewcart Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS,STEWART TITLE INSURANCE COMPANY, a New York corporation, (the"Company')insures, as of Date of Policy and,to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,incapacity,,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified,expired,or otherwise invalid power of attorney (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land surrey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. Countersigned by: S47 �d'.. John.Frates President and General Counsel 1987 •� Craiq Gol en erq Division P e - ent avid Hisey Secretary If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800-433-0014. If you make a claim under your policy,you must furnish written notice in accordance with Section 3 of the Conditions. Visit our Word-Wide Web site at htto://www.StewartNewYork.com Serial No.: 0-8911-000917902 File No.:71174660 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attorneys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer;or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8, governmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A),(B),(C),and(D)reserving,however,all (a) "Amount of Insurance: The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) "Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A improvements that by law constitute real property. The term (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right,title, interest, estate, or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways, but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stock,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), "Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the clerk of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity U) "Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) "Unmarketable Title": Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning CONDITIONS(Continued) Serial No.: 0-8911-000917902 File No.:71174660 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land,or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute, or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title,as insured,and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Company's liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured, and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company,at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In rase of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and together with any costs,attomeys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees,costs,or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding or to do any other defend,prosecute,or continue any litigation. act that in its opinion may be necessary or desirable to establish (b) To Pay or Otherwise Settle With Parties Other Than the Insured the Title,as insured,or to prevent or reduce loss or damage to the or With the Insured Claimant. Insured. The Company may take any appropriate action under (i) To pay or otherwise settle with other parties for or in the the terms of this policy,whether or not it shall be liable to the name of an Insured Claimant any claim insured against Insured. The exercise of these rights shall not be an admission of under this policy. In addition, the Company will pay any liability or waiver of any provision of this policy. If the Company costs,attomeys'fees,and expenses incurred by the Insured exercises its rights under this subsection,it must do so diligently. Claimant that were authorized by the Company up to the (c) Whenever the Company brings an action or asserts a defense as time of payment and that the Company is obligated to pay; required or permitted by this policy,the Company may pursue the or litigation to a final determination by a court of competent (ii) To pay or otherwise settle with the Insured Claimant the loss jurisdiction, and it expressly reserves the right, in its sole or damage provided for under this policy,together with any discretion,to appeal any adverse judgment or order. costs,attomeys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the 6. DUTY OF INSURED CLAIMANT TO COOPERATE time of payment and that the Company is obligated to pay. (a) In all cases where this policy permits or requires the Company to Upon the exercise by the Company of either of the options prosecute or provide for the defense of any action or proceeding provided for in subsections(b)(i)or(ii),the Company's obligations and any appeals,the Insured shall secure to the Company the to the Insured under this policy for the claimed loss or damage, right to so prosecute or provide defense in the action or other than the payments required to be made, shall terminate, proceeding,including the right to use,at its option,the name of including any liability or obligation to defend, prosecute, or the Insured for this purpose. Whenever requested by the continue any litigation. Company,the Insured,at the Company's expense,shall give the CONDITIONS(Continued) 8. DETERMINATION AND EXTENT OF LIABILITY damage sustained or incurred by the Insured Claimant who has This policy is a contract of indemnity against actual monetary loss or suffered loss or damage by reason of matters insured against by this 11 Serial No.: 0-8911-000917902 File No.:71174660 policy. (a) The extent of liability of the Company for loss or damage under 14. ARBITRATION this policy shall not exceed the lesser of Either the Company or the Insured may demand that the claim or (i) the Amount of Insurance;or controversy shall be submitted to arbitration pursuant to the Title (ii) the difference between the value of the Title as insured and Insurance Arbitration Rules of the American Land Title Association the value of the Title subject to the risk insured against by ("Rules"). Except as provided in the Rules,there shall be no joinder or this policy. consolidation with claims or controversies of other persons. Arbitrable (b) If the Company pursues its rights under Section 5 of these matters may include, but are not limited to, any controversy or claim Conditions and is unsuccessful in establishing the Title, as between the Company and the Insured arising out of or relating to this insured, policy,any service in connection with its issuance or the breach of a (i) the Amount of Insurance shall be increased by 10%,and policy provision,or to any other controversy or claim arising out of the (ii) the Insured Claimant shall have the right to have the loss or transaction giving rise to this policy. All arbitrable matters when the damage determined either as of the date the claim was Amount of Insurance is$2,000,000 or less shall be arbitrated at the made by the Insured Claimant or as of the date it is settled option of either the Company or the Insured. All arbitrable matters when and paid. the Amount of Insurance is in excess of$2,000,000 shall be arbitrated (c) In addition to the extent of liability under(a)and(b),the Company only when agreed to by both the Company and the Insured. Arbitration will also pay those costs,attomeys'fees,and expenses incurred pursuant to this policy and under the Rules shall be binding upon the in accordance with Sections 5 and 7 of these Conditions. parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE defect,lien,or encumbrance,or cures the lack of a right of access CONTRACT to or from the Land,or cures the claim of Unmarketable Title,all (a) This policy together with all endorsements,if any,attached to it by as insured, in a reasonably diligent manner by any method, the Company is the entire policy and contract between the Insured including litigation and the completion of any appeals,it shall have and the Company. In interpreting any provision of this policy,this fully performed its obligations with respect to that matter and shall policy shall be construed as a whole. not be liable for any loss or damage caused to the Insured. (b) Any claim of loss or damage that arises out of the status of the (b) In the event of any litigation,including litigation by the Company Title or by any action asserting such claim shall be restricted to or with the Company's consent, the Company shall have no this policy. liability for loss or damage until there has been a final (c) Any amendment of or endorsement to this policy must be in writing determination by a court of competent jurisdiction,and disposition and authenticated by an authorized person, or expressly of all appeals,adverse to the Title,as insured. incorporated by Schedule A of this policy. (c) The Company shall not be liable for loss or damage to the Insured (d) Each endorsement to this policy issued at any time is made a part for liability voluntarily assumed by the Insured in settling any claim of this policy and is subject to all of its terms and or suit without the prior written consent of the Company. provisions. Except as the endorsement expressly states,it does not (1)modify any of the terms and provisions of the policy, (ii) 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF modify any prior endorsement, (iii)extend the Date of Policy,or LIABILITY (iv)increase the Amount of Insurance. All payments under this policy, except payments made for costs, attomeys'fees,and expenses,shall reduce the Amount of Insurance 16. SEVERABILITY by the amount of the payment. In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not 11. LIABILITY NONCUMULATIVE to include that provision or such part held to be invalid, but all other The Amount of Insurance shall be reduced by any amount the Company provisions shall remain in full force and effect. pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken 17. CHOICE OF LAW;FORUM subject,or which is executed by an Insured after Date of Policy and (a) Choice of Law: The Insured acknowledges the Company has which is a charge or lien on the Title,and the amount so paid shall be underwritten the risks covered by this policy and determined the deemed a payment to the Insured under this policy. premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, 12. PAYMENT OF LOSS rights, remedies,or enforcement of policies of title insurance of When liability and the extent of loss or damage have been definitely the jurisdiction where the Land is located. fixed in accordance with these Conditions,the payment shall be made Therefore, the court or an arbitrator shall apply the law of the within 30 days. jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT interpret and enforce the terms of this policy. In neither case shall (a) Whenever the Company shall have settled and paid a claim under the court or arbitrator apply its conflicts of law principles to this policy,it shall be subrogated and entitled to the rights of the determine the applicable law. Insured Claimant in the Title and all other rights and remedies in (c) Choice of Forum: Any litigation or other proceeding brought by respect to the claim that the Insured Claimant has against any the Insured against the Company must be filed only in a state or person or property,to the extent of the amount of any loss,costs, federal court within the United States of America or its territories attomeys'fees,and expenses paid by the Company. If requested having appropriate jurisdiction. by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and 18. NOTICES,WHERE SENT remedies. The Insured Claimant shall permit the Company to sue, Any notice of claim and any other notice or statement in writing required to compromise,or settle in the name of the Insured Claimant and to be given to the Company under this policy must be given to the Company at use the name of the Insured Claimant in any transaction or Claims Department at 60 East 42nd Street,Suite 1260,New York,NY 10165. litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities,guaranties,other policies of insurance,or bonds,notwithstanding any terms or conditions contained in those instruments that address subrogation rights. Serial No.: 0-8911-000917902 File No.:71174660 e1�art titin Policy Number: 0-8911-000917902 a7�. Glomi Date of Policy: December 3, 2021 File Number: 71174660 Name and Address of Title Insurance Company: Stewart Title Insurance Company. 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A- CERTIFICATION Amount of Insurance: $265,331.19 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded_ in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 04.00 Lot: 005.002 Schedule A Certification(Page 1 of 1) - steYart :i!to Policy Number: 0-8911-000917902 Date of Policy: December 3, 2021 File Number: 71174660 SCHEDULE A—DESCRIPTION AS TO TOTAL PARCEL AREA: ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at a point on the Northeasterly side of Alvah's Lane, distant 721.90 feet Southeasterly from the corner formed by the intersection of the Northeasterly side of Alvah's Lane with the Southeasterly side of Oregon Road; ,RUNNING THENCE North 57-degrees 00 minutes 30 seconds East, 706.50 feet; THENCE South 29 degrees 23 minutes 38 seconds East 294.14 feet; THENCE South 56 degrees 53 minutes 00 seconds West, 680.26 feet to a point on the Northeasterly side of Alvah's Lane; THENCE along the Northeasterly side of Alvah's Lane, North 34 degrees 30 minutes 10 seconds West, 295.15 feet, to the point or place of BEGINNING. -Schedule A Description(Page 1 of 2) - to a tytio Policy Number: 0-8911-000917902 YY 1 �i Date of Policy: December 3, 2021 File Number: 71174660 TOWN OF SOUTHOLD DEVELOPMENT RIGHTS EASEMENT AREA (to be insured): ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at a point on the Northeasterly side of Alvah's Lane, distant 721.90 feet Southeasterly from the corner formed by the intersection of the Northeasterly side of Alvah's Lane with the Southeasterly side of Oregon Road; RUNNING THENCE North 57 degrees 00 minutes 30 seconds East, 706.50 feet; THENCE South 29 degrees 23 minutes 38 seconds East 294.14 feet; THENCE South 56 degrees 53 minutes 00 seconds West, 680.26 feet to a point on the Northeasterly side of Alvah's Lane; THENCE along the Northeasterly side of Alvah's Lane, North 34 degrees 30 minutes 10 seconds West, 295.15 feet, to the point or place of BEGINNING. -Schedule A Description(Page 2 of 2) - 1�V1$� Policy Number: 0-8911-000917902 sR. 1 1. ! Date of Policy: December 3, 2021 File Number: 71174660 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees or expenses that arise by reason of: 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey Exceptions, as to the Development Rights Easement Area, as shown on survey made by JM Land Surveying dated September 10, 2021 (Drawing No. 21/Alvahs Lane): a. Earth road encroaches onto Alvahs Lane; b. Earth roads extend east and south of easterly line; Possible rights and easements of others by reason thereof are excepted; NOTE: Land as shown on survey is VACANT. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 181 Half Town and School Taxes, as a lien not yet due and payable. - Schedule B Part I(Page 1 of 1) - ste lr� utio Policy Number: 0-8911-000917902 a7�. VYGi Ls Date of Policy:December 3, 2021 File Number: 71174660 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law 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." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: John Frates x1987 4 President and General Counsel Dori d.U�c Agent 'k avid Hisey sedretary Stewart Title Insurance Company 60 East 42nd Street,Suite 1260 New York, New York 10165 STANDARD NEW YORK ENDORSEMENT(7/01/12) FOR USE WITH ALTA OWNER'S POLICY(6-17-06) ClYart titio Policy Number: 0-8911-000917902 Date of Policy: December 3, 2021 File Number: 71174660 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: 045 U President•and Genera"Mounse! 4(V)ho d bffi o Agent acrid�I�sey .Secretary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) • �Lo'�`,;_, CC# : C22-6736 COUNTY CLERK'S OFFICE STATE OF NEW YORK COUNTY OF SUFFOLK I, JUDITH A. PASCALE, Clerk of the County of Suffolk and the Court of Record thereof do hereby certify that I have compared the annexed with the original EASEMENT recorded in my office on 02/25/2022 under Liber D00013144 and Page 503 and, that the same is a true copy thereof, and of the whole of such original. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County and Court this 02/25/2022 SUFFOLK COUNTY� CLERK JUDITH A.PASCALE SEAL I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII 111111 VIII VIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 02/25/2022 Number of Pages : 23 At: 11 :27 : 11 AM Receipt Number : 22-0032419 TRANSFER TAX NUMBER: 21-25153 LIBER: D00013144 PAGE : 503 District: Section: Block: Lot: 1000 095 . 00 04 . 00 001 . 000 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $566, 946 . 99 Received the Following Fees For Above Instrument Exempt -,,,_,.Exempt Page/Filing $115 . 00 NO Handling $20 . 00. _ NO,ye, COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-584 $5 . 00 NO Notation $0 . 00 . NO Cert.Copies $28 . 75 NO RPT $200 .06 "- NO Transfer tax $0 .00 NO Comm.Pres $0 . 00 NO Fees Paid $388 . 75 TRANSFER TAX NUMBER: 21-25153 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County .!. i ;F 1 2 Number of pages ` This document will be public ` �' Feb 25 record. Please remove all '`�D '" `�° r�':'`-nLc Social Security !Numbers OF ;114 l �.ERIF"i:: ;:;tLlf.1(Y prior to recording. 1 DO0013,1144 P 50 Deed/Mortgage Instrument �T -91-2515'-'' Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. EA-52 17(County) or Sub Total Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Comm.of Ed. S. 00 Held forAppointment Transfer Tax (: Affi �. + • Mansion Tax Certified Copy - The property covered by this mortgage,,is or will be improved by a one or two Sub Total / NYS Surcharge 15. 00 � . 75 family dwelling only. Other YES orNO Grand Total e If NO, see appropriate tax clause on p e 4L—of this instrument. 4 1 Dist1doo 22005987 1000 09500 0400 003.000 T 5 Community Preservation Fund Property Real P s Tax ServiceR SMI 1111111 I�IIIIIII IIIII IIIII IIIIIIIIIIIIIII III I Consideration Amount$, Agency 10-FEB- d Verification CPF Tax Due $ o Satisfactions/Discharges/ RECORDReleases& liRETURst Propprt NT�eO:yOwners Mailing Address Impro ed 6 " Vacant Land G� o //./. haw TD lmw Al TD TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 jj_— — www.suffolkcountVny.gov/clerk Co.Name Sie � -4 Title# 8 Suffolk County Recording & Endorsement Page This page forms part of the attached C7f Q V'���GJ 7p' jl' = made by: (SPECIFY TYP9 OF INSTRUM T) The premises herein is situated in SUFFOLK COUNTY,NEW YORK. QJ, j/ TO In the TOWN of r101IM16 _Z62,1//2 Q :f "Ua�'�/010' In the VILLAGE or HAMLET of p BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR F! NG. over GRANT OF DEVELOPMENT RIGHTS EASEMENT �d THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made o the day of , 2021 at Southold, New York. The parties are MATTITUCK FARM HOLDINGS, LLC with offices at 2299 North Sea Road, Southampton, New York 11968 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 1.1971-0959 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as part of SCTM #1000-95.-4-1, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1; and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and 1 WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights. Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of FIVE HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED FORTY-SIX DOLLARS AND 99/100 ($566,946.99) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule ""A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, 'its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and, use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or 2 liens, except as set forth in Stewart Title Insurance Company, Title Report #71174658, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0..03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") 'and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021 by Cashin Technical Services, Inc. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New York State Agriculture and Markets Law ("Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted' under the current law as of the date of this Easement. 4 "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or ,the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. 5 ARTICLE TWO SALE GRANTOR, for FIVE HUNDRED SIXTY-SIX THOUSAND NINE. HUNDRED FORTY-SIX DOLLARS AND 99/100 ($566,946.99) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. Mineral exploitation, and extraction of any mineral, including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 7 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems ("'utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 8 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 9 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they 10 may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer "U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which ] l arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose ,of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The . instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting for the date, office, liber and 12 page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from actions or claims of any nature by third parties arising out of the entering 13 into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such .persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or'claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate .significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in 14 J equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default,or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach; default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section'6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 15 6.04 Notice All notices required by this Easement must be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be ]6 payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private 17 non-governmental organization, that at the time of transfer is a `qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provisiori shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted- and limited his right to use the Property, except as otherwise 18 t recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MATTITUCK FARM HOLDINGS, LLC, Grantor ay: Peter Talty, vice Presiden 19 1 , ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STATE OF NEW YORK) COUNTY OF SUFFOLK)SS.• ) On the day ofin the year 2021 before me, the undersigned, persona//y appeared Peter Ta/ty, persona//y known tome or proved tome on the basis of satisfactory evidence to be the individual(s) whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signatures) on the instrument, the individua/(s), or the person upon behalf of which the individua/(s)acted, executed the instrument, Signatur%ice ofindividual taking acknow/edoement Jeanne D. Giarratano Notary Public, State of New York No. 01GI6094250 Qualified in Suffolk County STATE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) SS.• On th/s day of �LC'�/�'I�� , in the year 2021 before me, the undersigned, personally appeared Scott A. Russell, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals) whose name(s) is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(/es), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument. Signatur%ice ofindividua/taking acknowledgement Jeanne D. Giarratano 20 Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 �Affillstewart SCHEDULE "A" TITLE Title Number: 71174658 AS TO DEVELOPMENT RIGHTS EASEMENT AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane, distant 345.39 feet along the southerly side of Oregon Road to the true point of BEGINNING; RUNNING THENCE still along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 330.04 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 452.23 feet; RUNNING THENCE North 48 degrees 29 minutes 58 seconds East, 376.34 feet; RUNNING THENCE North 41 degrees 30 minutes 02 seconds West, 267.88 feet to the southerly side of Oregon Road and the point or place of BEGINNING. BEING AND INTENDED TO BE part of the same premises described in a certain deed from Island Creek Properties, LLC to Mattituck Farm Holdings, LLC, dated 2/14/2006, recorded 2/23/2006 in Liber 12427 Page 312. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description (Page 3 of 3) - i_on2u9woFE� �TO Sr�� •. M2'MFY IM WRN60EHE. jV L�roMW�N�YµGOKR�NUEMeIIeViENCTy. MEE6 OF ME wor ID:gNGwzn- a a" pP0 0—o" µo oa ar.aarN" " as. p TMc cxism�ce ar a ans or w.rE ���SwOwn�E Nm C�/NNtFEO. SITE q`s • rsm•am 6p $�• E6`0'�i Oa w¢ed Go's �.ua-�� p�Sp, yo •\ F KEY MAP 1.1 = 600' 0 os 411 \ Reserced Mea-S � novnae 272 acres 4%•' TOTAL AREA = f2.22 ACRES y Inn Dwacpment Rights fosvnmi Area Aa, 10.00 ACRES SUFFOLK COUNTY TAX MAP# 1000-95-04-Of IS 43 10 1°65aa��°� 95 �o Survey of Property smote of Cutchogue Town of Southold rnNn sr7sysr7xc Suffolk County, New York Mlntav11,0ea1.com Tax Map #1000-95-04-1 Scale 1"= 80• September 10, 2021 m< Certified to: GRAPHIC SCALE Town of Southold, p-^rt ••�• -�^ ^° MatGtuck Farm Holdings,LLC Phone:(631)7244832 Stewart Title Insurance Co. 93 8m8hiown Boulevard SmIlMown,N.Y. 11787 (a tRcr 1 eo a CC# : C22-6737 r' COUNTY CLERK'S OFFICE STATE OF NEW YORK COUNTY OF SUFFOLK I, JUDITH A. PASCALE, Clerk of the County of Suffolk and the Court ` of Record thereof do hereby certify that I have compared the annexed with the original EASEMENT recorded in my office on 02/25/2022 under Liber D00013144 and Page 504 and, that the same is a true copy thereof, and of the whole of such original. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County and Court this 02/25/2022 SUFFOLK COUNTY CLERK "�rz c Q. l� JUDITH A.PASCALE SEAL I IIIIIII IIII VIII(IIII VIII VIII VIII VIII VIII IIII IIII aY" SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 02/25/2022 Number of Pages : 8 At: 11 :27 : 11 AM Receipt Number : 22-0032419 TRANSFER TAX NUMBER: 21-25154 LIBER: D00'01'3144 PAGE : 504 District: Section: Block: Lot: 1000 095 . 00 04 . 00 001 . 000 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $0 . 00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $40 . 00 NO Handling $20 . 00; NO COE $5 . 00 NO NYS SRCHG ; '_ $15 .00 NO TP-584. $5 . 00 NO Notation Cert.Co ies 10 . 00 NO RPT �' '� p $ $200 . 00. ' NO , Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $295 . 00 TRANSFER TAX NUMBER: 21-25154 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk Suffolk Count ` ^ 11 2 Number of pages RECORDED 2022 Feb 25 11 r 27.11 A'tI This document will be public ��_[i;i:Th P. �'�; . At record. Please remove all CLERK �it Social Security Numbers SUFFOLK (IlUI`aTY prior to recording. 0 013 144 DT# 21-25154 D�eedMortgage Instrument Deed/Mortgage Tau Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 7 Sub Total Notation Spec./Assie. EA-52 17(County) or SubTotal Spec./Add. EA-5217(state) TOT.MTG.TAX R.P.T.S.A. —Qtb-- Dual Town_____Dual County ` Held forAppointment Comm.of Ed. 5. 00 --�-r-- �, Transfer Tax Affidavit + Mansion Tax ;CertifiedCo y s The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00c) family dwelling only. Sub Total Other YES orNO Grand Total—21 � ® If NO, see appropriate tax clause on page# oft is instrument. 4 1 Dist'.16W 4771738 1000 09500 0400 001000 ' Real Property P T S Community Preservation Fund Tau service R SMIlllllllulll�ll�lllulll�lllll�llllllll I � Consideration Amount$-� Agency 10-FEB-22 Verification CPF Tax Due $ Improved 6 Satisfactions/Discharges Releas s List Pro erty Owners MailingAddress R�CORD? RETURN�0: • �u��t 6,�.sd.��/��/� . Vacant Land lxdlllI All D ' H fa &oy /171 ATD TD Mail to:Judith A. Pascale,Suffolk county Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 =: -- - - I www.suffolkcountyny.gov/clerk Co.Name ty y.gov/clerk Title# , 8 Suffolk County Recording & Endorsement Page This page forms part of the attached e6V917L ",md iz5 _made by: (SPECIFY TYPE OF INSTRUMENT) The premises herein is situated in SUFFOLK COUNTY,NEW YORK. CP, ar� TO,,/ In theTOWN of _ jo, olo In the VILLAGE �y or HAMLET of C�aky/wzle BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FIUNG. over DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION,made as of the ''(,/day of &C4ln , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton,New York 11968, hereinafter referred to as the"DECLARANT". WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 7040 Oregon Road, Cutchogue in the Town of Southold, County of Suffolk, and State of New York designated as SCTM#1000-95.-4-1 and shown on a survey prepared September 10, 2021, by John Minto, L.L.S. of JM Land Surveying, Surveyors, a reduced copy of which is attached hereto as Exhibit"A" and made a part hereof, and described in the metes and bounds description attached at Exhibit`B" and made a part hereof(the "Property"); and WHEREAS,the Survey shows a Development Rights Easement Area of 10 acres and a Reserve Area(or Development Area) of 2.22 acres,both described in the metes and bounds description attached as Exhibit"C" and"D", respectfully; and WHEREAS,the DECLARANT has granted to the Town of Southold a Grant of Development Rights Easement, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property, that the within covenants and restrictions be imposed on the Property, and as a condition of acceptance of the Grant of Development Rights Easement, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS,the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of DECLARANT and subsequent owners of the Property; and NOW THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit,publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property,their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel (Area) into the same Grantee; and will not make an application for or seek any relief from the Town of Southold that would allow subdivision of the Reserve Area from the area subject to the Deed of Development Rights Easement. Notwithstanding, said Development Rights Easement Parcel is subject to the provisions set forth in Section 3.03 of the Grant of Development Rights Easement which reads as follows: "3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law Section 265, 276 or 277 or 335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights area acquired into two or more parcels, in whole or part. Grantor may, subject to approval of the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor,trustee, heirs or next of kin by will or operation of law." The Reserve Area must always be associated with a Development Rights Easement Parcel which contains at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection,paragraph, clause,phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. -TITUCK FARM HOLDINGS, LLC By: Peter TaltyVVice President STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) On the_ day of 2021, before me, the undersigned, personally appeared Peter Talty,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 she executed the same in her capacity, and that by her 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. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. O IGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 1 eV. SUM.i t 9 ro e l,W-a 4t a 4ID Irsvf MW.a mm N—ie T9 i,ICVINE7 i1nL aOWLW.WVOtNNFMK.aENR INa IFN WSravnaN ue,Ea NFAFarr,wW IaaaN aWMNf[6/JK Nai n xSIeT�/9tL Q i o/row e'nscuu°iis"o'i"u°w`xa"v urc or sNom wac xor cuuuvl®. SITS: �9 yvG ZIP�n.,r OSP �yo •\ ori KEY MAP i" = 600' moo, Rm ved Area 96,610 sgJl. �+ 2.22 acres 'a �P TOTAL AREA = 12.22 ACRES. ' loan Dwelop"vi Nhls Ea=eat Area 101/' = 10.00 ACRES SUFFOLK COUNTY TAX MAP# 1000-95-04-01 yli2 0A oOQ� 0PQ� c Survey of Property elWale at Cutchogue Town of Southold J IAND s-- Suffolk County, New York Mlnle�aol.mm Tax Map #1000-95-04-1 Nevmwa sum Scale 1"= 80' September 10, 2021 sna o Certified to: GRAPHIC SCALE Town of Southold Llallituck Farm Holdings,LLC �Phone:(831)7244832 Stewart Title Insurance Co. 1 w neer 1 93 Smithlown Boulevard,Smithtown,N.Y.11787 " �t EXHIBIT "B" MLE Title Number: 71174658 SCHEDULE A— DESCRIPTION REVISED 9/30/2021 AS TO TOTAL AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 675.43 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 721.90 feet to a concrete monument and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 1 of 3) - Affi-etit�� .ewaiitEXHIBIT "C" TITLE Title Number: 71174658 AS TO DEVELOPMENT RIGHTS EASEMENT AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane, distant 345.39 feet along the southerly side of Oregon Road to the true point of BEGINNING; RUNNING THENCE still along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 330.04 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 452.23 feet; RUNNING THENCE North 48 degrees 29 minutes 58 seconds East, 376.34 feet; RUNNING THENCE North 41 degrees 30 minutes 02 seconds West, 267.88 feet to the southerly side of Oregon Road and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description(Page 3 of 3) - Apsiewart EXHIBIT "D" ----- TITLE Title Number: 71174658 AS TO RESERVED AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 345.39 feet; RUNNING THENCE South 41 degrees 30 minutes 02 seconds East, 267.88 feet; RUNNING THENCE South 48 degrees 29 minutes 58 seconds West, 376.34 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 269.67 feet to a concrete monument and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description(Page 2 of 3) - ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY //P^*ewArt Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS,STEWART TITLE INSURANCE COMPANY,a New York corporation, (the"Company")insures,as of Date of Policy and,to the extent stated in Covered Risks 9 and 10,after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified,expired,or otherwise invalid power of attorney (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. Countersigned by: 1NSURq� I ��i�oa�0ggj`� John Frates President and General Counsel Craiq Gol en erq `"° "''` Division P e - ent avid Hisey Secretary If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800-433-0014. If you make a claim under your policy,you must furnish written notice in accordance with Section 3 of the Conditions. Visit our Word-Wide Web,site at htto:Nwww.StewartNewYork.com Serial No.: 0-8911-000917900 File No.:71174658 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy,state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attorneys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of�federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer;or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A),(B),(C),and(D)reserving,however,all (a) "Amount of Insurance": The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) "Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A. improvements that by law constitute real property. The term (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right, title, interest, estate, or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways, but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) "Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stock,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), "Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the clerk of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity (j) "Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) "Unmarketable Title": Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning Serial No.: 0-8911-000917900 File No.:71174658 CONDITIONS(Continued) 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land,or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute, or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title,as insured,and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Company's liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured,and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company, at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In case of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and together with any costs,attomeys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees, costs,or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding orto do any other defend,prosecute,or continue any litigation. act that in its opinion may be necessary or desirable to establish (b) To Pay or Otherwise Settle With Parties Other Than the Insured the Title,as insured,or to prevent or reduce loss or damage to the or With the Insured Claimant. Insured. The Company may take any appropriate action under (i) To pay or otherwise settle with other parties for or in the the terms of this policy,whether or not it shall be liable to the name of an Insured Claimant any claim insured against Insured. The exercise of these rights shall not be an admission of under this policy. In addition, the Company will pay any liability or waiver of any provision of this policy. If the Company costs,attomeys'fees,and expenses incurred by the Insured exercises its rights under this subsection,it must do so diligently. Claimant that were authorized by the Company up to the (c) Whenever the Company brings an action or asserts a defense as time of payment and that the Company is obligated to pay; required or permitted by this policy,the Company may pursue the or litigation to a final determination by a court of competent (ii) To pay or otherwise settle with the Insured Claimant the loss jurisdiction, and it expressly reserves the right, in its sole or damage provided for under this policy,together with any discretion,to appeal any adverse judgment or order. costs,attomeys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the 6. DUTY OF INSURED CLAIMANT TO COOPERATE time of payment and that the Company is obligated to pay. (a) In all cases where this policy permits or requires the Company to Upon the exercise by the Company of either of the options prosecute or provide for the defense of any action or proceeding provided for in subsections(b)(i)or(ii),the Company's obligations and any appeals,the Insured shall secure to the Company the to the Insured under this policy for the claimed loss or damage, right to so prosecute or provide defense in the action or other than the payments required to be made, shall terminate, proceeding, including the right to use,at its option,the name of including any liability or obligation to defend, prosecute, or the Insured for this purpose. Whenever requested by the continue any litigation. Company,the Insured,at the Company's expense,shall give the CONDITIONS(Continued) Serial No.: 0-8911-000917900 File No.:71174658 8. DETERMINATION AND EXTENT OF LIABILITY Insured to indemnities,guaranties,other policies of insurance,or This policy is a contract of indemnity against actual monetary loss or bonds,notwithstanding any terms or conditions contained in those damage sustained or incurred by the Insured Claimant who has instruments that address subrogation rights. suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance;or 14. ARBITRATION (ii) the difference between the value of the Title as insured and Either the Company or the Insured may demand that the claim or the value of the Title subject to the risk insured against by controversy shall be submitted to arbitration pursuant to the Title this policy. Insurance Arbitration Rules of the American Land Title Association (b) If the Company pursues its rights under Section 5 of these ("Rules"). Except as provided in the Rules,there shall be no joinder or Conditions and is unsuccessful in establishing the Title, as consolidation with claims or controversies of other persons. Arbitrable insured, matters may include, but are not limited to, any controversy or claim (i) the Amount of Insurance shall be increased by 10%,and between the Company and the Insured arising out of or relating to this (ii) the Insured Claimant shall have the right to have the loss or policy,any service in connection with its issuance or the breach of a damage determined either as of the date the claim was policy provision,or to any other controversy or claim arising out of the made by the Insured Claimant or as of the date it is settled transaction giving rise to this policy. All arbitrable matters when the and paid. Amount of Insurance is$2,000,000 or less shall be arbitrated at the (c) In addition to the extent of liability under(a)and(b),the Company option of either the Company or the Insured.All arbitrable matters when will also pay those costs,attorneys'fees,and expenses incurred the Amount of Insurance is in excess of$2,000,000 shall be arbitrated in accordance with Sections 5 and 7 of these Conditions. only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the 9. LIMITATION OF LIABILITY parties. Judgment upon the award rendered by the Arbitrator(s)may (a) If the Company establishes the Title, or removes the alleged be entered in any court of competent jurisdiction. defect,lien,or encumbrance,or cures the lack of a right of access to or from the Land,or cures the claim of Unmarketable Title,all 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE as insured, in a reasonably diligent manner by any method, CONTRACT including litigation and the completion of any appeals,it shall have (a) This policy together with all endorsements,if any,attached to it by fully performed its obligations with respect to that matter and shall the Company is the entire policy and contract between the Insured not be liable for any loss or damage caused to the Insured. and the Company. In interpreting any provision of this policy,this (b) In the event of any litigation,including litigation by the Company policy shall be construed as a whole. or with the Company's consent, the Company shall have no (b) Any claim of loss or damage that arises out of the status of the liability for loss or damage until there has been a final Title or by any action asserting such claim shall be restricted to determination by a court of competent jurisdiction,and disposition this policy. of all appeals,adverse to the Title,as insured. (c) Any amendment of or endorsement to this policy must be in writing (c) The Company shall not be liable for loss or damage to the Insured and authenticated by an authorized person, or expressly for liability voluntarily assumed by the Insured in settling any claim incorporated by Schedule A of this policy. or suit without the prior written consent of the Company. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF provisions. Except as the endorsement expressly states,it does LIABILITY not(i) modify any of the terms and provisions of the policy, (ii) All payments under this policy, except payments made for costs, modify any prior endorsement, (iii)extend the Date of Policy,or attorneys'fees,and expenses,shall reduce the Amount of Insurance (iv)increase the Amount of Insurance. by the amount of the payment. 16. SEVERABILITY 11. LIABILITY NONCUMULATIVE In the event any provision of this policy,in whole or in part,is held invalid The Amount of Insurance shall be reduced by any amount the Company or unenforceable under applicable law,the policy shall be deemed not pays under any policy insuring a Mortgage to which exception is taken to include that provision or such part held to be invalid, but all other in Schedule B or to which the Insured has agreed,assumed,or taken provisions shall remain in full force and effect. subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title,and the amount so paid shall be 17. CHOICE OF LAW;FORUM deemed a payment to the Insured under this policy. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the 12. PAYMENT OF LOSS premium charged therefore in reliance upon the law affecting When liability and the extent of loss or damage have been definitely interests in real property and applicable to the interpretation, fixed in accordance with these Conditions,the payment shall be made rights, remedies,or enforcement of policies of title insurance of within 30 days. the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT jurisdiction where the Land is located to determine the validity of (a) Whenever the Company shall have settled and paid a claim under claims against the Title that are adverse to the Insured and to this policy,it shall be subrogated and entitled to the rights of the interpret and enforce the terms of this policy. In neither case shall Insured Claimant in the Title and all other rights and remedies in the court or arbitrator apply its conflicts of law principles to respect to the claim that the Insured Claimant has against any determine the applicable law. person or property,to the extent of the amount of any loss,costs, (c) Choice of Forum: Any litigation or other proceeding brought by attomeys'fees,and expenses paid by the Company. If requested the Insured against the Company must be filed only in a state or by the Company,the Insured Claimant shall execute documents federal court within the United States of America or its territories to evidence the transfer to the Company of these rights and having appropriate jurisdiction. remedies. The Insured Claimant shall permit the Company to sue, compromise,or settle in the name of the Insured Claimant and to 18. NOTICES,WHERE SENT use the name of the Insured Claimant in any transaction or Any notice of claim and any other notice or statement in writing required to litigation involving these rights and remedies. If a payment on be given to the Company under this policy must be given to the Company at account of a claim does not fully cover the loss of the Insured Claims Department at 60 East 42nd Street,Suite 1260,New York,NY 10165. Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Serial No.: 0-8911-000917900 File No.: 71174658 stewart titie Policy Number: 0-8911-000917900 Date of Policy:December 3, 2021 File Number: 71174658 Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A— CERTIFICATION Amount of Insurance: $566,946.99 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 04.00 Lot: 001.000 -Schedule A Certification(Page 1 of 1)- stewart title Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 File Number: 71174658 SCHEDULE A— DESCRIPTION AS TO TOTAL AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 675.43 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 721.90 feet to a concrete monument and the point or place of BEGINNING. - Schedule A Description(Page 1 of 3) - stews 1. ivo Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 File Number: 71174658 AS TO RESERVED AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 345.39 feet; RUNNING THENCE South 41 degrees 30 minutes 02 seconds East, 267.88 feet; RUNNING THENCE South 48 degrees 29 minutes 58 seconds West, 376.34 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 269.67 feet to a concrete monument and the point or place of BEGINNING. - Schedule A Description(Page 2 of 3)- Stewart tItIo Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 File Number: 71174658 AS TO DEVELOPMENT RIGHTS EASEMENT AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane, distant 345.39 feet along the southerly side of Oregon Road to the true point of BEGINNING; RUNNING THENCE still along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 330.04 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 452.23 feet; RUNNING THENCE North 48 degrees 29 minutes 58 seconds East, 376.34 feet; RUNNING THENCE North 41 degrees 30 minutes 02 seconds West, 267.88 feet to the southerly side of Oregon Road and the point or place of BEGINNING. - Schedule A Description(Page 3 of 3)- stewart titie Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 File Number: 71174658 SCHEDULE B EXCEPTIONS FROM COVERAGE This_policy does not insure against loss or damage and the Company will not pay costs, attorneys'fees or expenses that arise by reason of: 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey exceptions as shown on survey made by John Minto, Land Surveyor, last dated 9/10/2021 (Job Number N/A): a. Utility poles vary along northerly line; . b. Water pump varies along part of southerly line; c. Earth Road varies along southerly line; Subject to the rights of others over same. 4. Terms,'conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 lst Half Town and School Taxes, as alien not yet,due and payable. -Schedule B Part I(Page 1 of 1) stewart title Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 File Number: 71174658 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law 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." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: lfiistl C� � w John Frates a 1 7 Presidant and Ganerral Counsel -b Kori d0ffivo Agent r' ev[d Hisey Secretary Stewart Title Insurance Company 60 East 42nd Street,Suite 1260 New York,New York 10165 STANDARD NEW YORK ENDORSEMENT(7/01/12) FOR USE WITH ALTA OWNER'S POLICY(6-17-06) stew rt titin Policy Number: 0-8911-000917900 GL Date of Policy: December 3, 2021 File Number: 71174658 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: `rose John Frates tee$ 1987 President and General Counsel a A(ni o•v�sy_ Fey d� pori d 45fflco Agent avid Hisey Secretary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII - 1111111 VIII IIIIIIIII IIII ,:r:: SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 03/14/2022 Number of Pages: 24 At: 02 :22 :26 PM Receipt Number ' : 22-0043717 TRANSFER TAX NUMBER: 21-27221 LIBER: D00013146 PAGE : 997 District: Section: Block: Lot: 1000 095 . 00 04 . 00 012 . 000 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $727,392 . 99 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $120 . 00 NO Handling $20 . 00, :, :p NO .,, COE $5 . 00 NO NYS SRCHG $15 . 00,: NO TP-584. $5 . 00 NO Notation Cert.'Cbpies $30 . 00 NO RPT $0�Q WNO $400: 0 NO Transfer tax $0 . 00 NO Comm.Pres $0 . 00 y Fees Paid . $595 . 00 TRANSFER TAX NUMBER: 21-27221 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County r Z. ' Number of pages This document will be public jUDITH A. PASCALE record. Please remove all CLERK OF Social Security Numbers FFOLIK CIULINTY prior to recording. P 997 Deed/Mortgage Instrument Deed Mortgage Tax Stamp Recording/Filing Stamps FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. EA-52 17(Co u nty) Sub Total or EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town' Dual County Held for Appointment TransferTax Mansion Tax The property covered by this mortgage or will be improved by a one or t\N NYS Surcharge is. 00 JUD I otal family dwelling only. Other YES or NO Grand Total I If NO, see appropriate tax clause on nhge# of this instrument. 4 1 Dist.[M' 22005982 1)i/5 TCommunity Preservation Fund Agency (4i Verification 10-FEB- CPF Tax Due $ Improved 6 Satisfactions/Discliarges/Releases List Property Owners Mailing Address RECORD&RETURN TO: Vacant Land,�,� V11 C1 in TD TD Mail to:.Judith A.Pascale,Suffoll(County Clerk itle Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name 8 Suffolk County Recording & Endors-ement Page This p'age forms part of the attached made by: `~ (SPBJFYTYPEOF|NSt»Uk8ENT) CA_ VIM The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO |nthe TOWN of 14. |nthe VILLAGE orHAMLET of C- BOXES 6THRU 8 MUSTBETYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. ~- . . ' 11 r. IMPORTANT NOTICE If the document you've just recorded is your SATISFACTION OF MORTGAGE, please be aware of the following: If a portion of your monthly mortgad6 payment included your propertyitaxes, *you will now need to contact your local Town T ax Receiver so that you may be billed directly for all future prol)erty tax statements. Local property taxes are payable twice a year: on or before January 101i, and on or before May 31,t. Failure to make payments in a timely fashion could result in a penalty. Please contact your local Town Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes Riverhead Town Receiver of Taxes 200 East Sunrise Highway 200 Howell Avenue North Lindenhurst,N.Y. 11757 Riverhead,N.Y. 11901 (631) 957-3004 (631)727-3200 Brookhaven Town Receiver of Taxes Shelter Island Town Receiver of Taxes One Independence Hill Shelter Island Town Hall Farmingville,N.Y. 11738 Shelter;Island,N.Y. 11,964 (631)451-9009 (631)749-3338 East Hampton Town Receiver of Taxes Smithtown Town Receiver of Taxes 300 Pantigo Place 99 West Main Street I East Hampton,N.Y. 11937 Smithtown,N.Y. 11787! (631)324-2770 (631) 360-7610 Huntington Town Receiver of Taxes Southampton Town Receiver of Taxes 100 Main Street 116 Hampton Road Huntington,N.Y. 11743 Southampton,N.Y. 11968 (631)351-3217 (631)283-6514 1 I Islip Town Receiver of Taxes Southold Town Receiver of Taxes 40 Nassau Avenue 53095 Main Street Islip;N.Y. 11751 Southold,N.Y. 11971 (631)224-5580 (631)765-1803 Sincerely, A' .L1kt-iao. Judith A.Pacale Suffolk County Clerk dw 2/99 r 1 12-0104..06/00kd PT . r Doc ID: 22005982 R SMI A. 1'0-FEB-22 Tax Maps District Secton Block Lot School District Sub Division Name 1000 09500 0400 012000- 1000 09500 0400 013000 MATTITUCK-CUTCHOGUE �..... c r P r� �Aa y) fr. ' �x Ceh�+ r,r„ -1n )n,),) GRANT OF DEVELOPMENT RIGHTS EASEMENT 8 THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made ofikthe the day of & C'tAhl�ll , 2021 at Southold, New York. The parties are MATTITUCK FARM HOLDINGS, LLC with offices at 2299 North Sea Road, Southampton, New York 11968 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971-0959 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as SCTM #1000-95.-4-12 AND SCTM#1000-95.-4-13 more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 13, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, upon the recording of this Easement, Grantor has agreed to merge real properties identified as SCTM #1000-95.-4-12 described in Executor's Deed to Grantor dated August 3, 2005, recorded on August 15, 2005 in the Suffolk County Clerk's Office in Liber 12403, Page 562, and SCTM #1000-95.-4-13 described in Bargain and Sale Deed with Covenants dated July 29, 2005, recorded August 15, 2005 in the Suffolk County Clerk's Office in Liber 12403, Page 560. The merging of these parcels will result in the formation of a 12.83 acre parcel, more fully described in Schedule A attached hereto and made a part hereof; and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and 1 WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of SEVEN HUNDRED TWENTY- SEVEN THOUSAND THREE HUNDRED NINETY-TWO DOLLARS AND 99/100 ($727,392.99) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule ""A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use 2 restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174661, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") and other federal statutes. L 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities' on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 13, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021, by Cashin Technical Services. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those .limitations, covenants, use restrictions, rights, terms and conditions. 4 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the 'Town Code" or 'Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New York State Agriculture and Markets Law ("Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. ""Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 5 r 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE Grantor, for SEVEN HUNDRED TWENTY-SEVEN THOUSAND THREE HUNDRED NINETY-TWO DOLLARS AND 99/100 ($727,392.99) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. 6 Mineral exploitation, and extraction of any mineral, including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly 7 diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems ("utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. 8 Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. 9 ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to 10 maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer "**U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage 11 improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. I? 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the l3 Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property 14 resulting from causes beyond the Grantor's control, including, without Limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default 15 or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 6.04 Notice All notices required by this Easement must be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.031, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. 16 If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 17 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 18 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. 19 T IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MATTITUCK FARM HOLDINGS, LLC, Grantor By: Q '4 ."A& Peter Talty, ce President/ ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STA TE OF NEW YORK) COUNTY OF SUFFOLK) SS. On the 2S� 1,61 day of �[ 111,/�-G' , in the year 2021 before me, the undersigned, personally appeared Peter Tally, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name (s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individuals) acted, executed the instrument. Signatur%ice of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. 01G16094250 ?0 Qualified in Suffolk County Commission Expires June 16, 2023 STA TE OF NEW YORK ) COUNTYOFSUFFOLK ) SS.• On this 3"d day of C��� , in the year 2021 before me, the undersigned, personaily appeared Scott A. Russell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signatures) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Signatur%mac ofindividuai taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. O1GI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 21 r' APstewart SCHEDULE "A" TITLE Title Number: 71174661 TOWN OF SOUTHOLD DEVELOPMENT RIGHTS EASEMENT AREA ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at a concrete monument marking the southeast corner of land now or formerly of Kimberly Zahra; said point also being distant easterly 381.51 feet as measured along same from the intersection of the easterly side of Horseshoe Drive with the northerly side of Middle Road; RUNNING THENCE along said land the following two courses and distances: 1. North 38 degrees 52 minutes 30 seconds West, 179.48 feet; 2. South 58 degrees 23 minutes 30 seconds West, 100 feet to a concrete monument; RUNNING THENCE North 38 degrees 52 minutes 30 seconds West, 1813.04 feet to a concrete monument; RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 280.58 feet to a concrete monument; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2,026.21 feet (actual) (2,026.18 feet per deed) to a concrete monument on the northerly line of Middle Road (Route 48); RUNNING THENCE along said line in a westerly direction on an arc to the right having a radius of 5669.58 feet, a distance of 193.75 feet to a concrete monument, the point or place of BEGINNING. SAID PREMISES is being and intended to be the same premises described in i) a certain deed from Thomas J. Matrick, as Administrator of the Estate of John Matwieczyk, deceased (as to undivided one-quarter interest) , Sharon Burke, as Executrix of the Estate of Genevieve T. Chudzinski, deceased (as to undivided one-quarter interest) , Helen Misterka (as to undivided one-quarter interest) and Bertha Gancarz (as to undivided one-quarter interest) to Mattituck Farm Holdings, LLC, dated 8/3/2005 and recorded 8/15/2005 in Liber 12403 Page 562 (as to Tax Lot 12.0000),; and ii) a certain deed from Thomas J. Matrick to Mattituck Farm Holdings, LLC, dated 7/29/2005 and recorded 8/15/2005 in Liber 12403 Page 560 (as to Tax Lot 13.000) . FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Descillption (Page 3 of 3) - UNAUTHORIZED ALTERATION OR ADDITION TO THIS SURVEY IS A VIOLATION OF n •ll SECTION L OF THE NEW YORK STATE EDUCATIONN LAW. COPIES OF THIS SURVEY EA MAP NOT BRING SfPf 1ml THE 11 SURVEYOR'S INKED SEAL OR EMBOSSED SEAL SHALL NOT BE CONSIDERED ]IA/LWV6 UJIE TO BE A VALID TRUE COPY. GUARANTEES INDICATED HEREON SHALL RUN ONLY TO THE PERSON FOR WHOM THE SURVEY IS PREPARED,AND ON HIS BEHALF TO THE p TITLE Co GOVERNMENTAL AGENCY AND LENDING INSTITUTION LISTED HEREON,AND [1 To THE ASSIGNEES OF THE LENDING INSTI— TUTION.GUARANTEES ARE NOT TRANSFERABLE. ( Nate:ALL SUBSURFACE STRUCTURES. 0�4 WATER SUPPLY,SANITARY SYSTEMS, DRAINAGE,DRYWELLS AND UTILITIES, SHOWN ARE FROM FIELD OBSERVATIONS AND OR DATA OBTAINED FROM OTHERS. THE EXISTENCE OF RIGHTS OF WAY AND/OR EASEMENTS OF RECORD IF ANY.NOT SHOWN ARE NOT GUARANTEED. (, S/T€': y� 10t pswA 1IXU-S-01-0I 0 G\ �fc� y 0 \ ' '\ lam Idglb 9!9 � F�•pi �nOgp Irk, F \ KEY MAP f" = 600' LOT 15 \\\ \ piers . ,':.; a .': o LOT f6 ''I \ n o AO \ LOT TIS 9�0 \ LOT 18 �LOTT f9 \ \ 1 g LOT20 \,\ LOT 21 rv® 110 w. my\ Q6Y Q/'S r��. X00• 'rw "� � cp�v s�"�y, wr22� ,asQSL oj)v \• V. j0dns A 0.bb �p LOT23 NO,P9 / Survey of Property - situate al Cutchogue LAND SURVEYING Town of Southold S MintoM Ilse@aol.com Suffolk County, New York Su. S.C.T.M. #1000-95-04-12 & 13 MILE k NC-.E SURVEYS TDPGGRMHIG SURVLYS Scale 1"= SO' September 13, 2021 SITE PUNS Certified to: ro n as neo.L.B. Town of Southold GRAPHIC SCALE m K n•T°° °°°° ^° "°° Mollituck Farm Holdings, LLC Phone:(631)724-4832 Stewart Title Insurance Co. 93 Smithtown Boulevard, Smithtown, N.Y. 11787 (IN FEer 1 I Inch= 80 IL ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY IlPstewiwt Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS,STEWART TITLE INSURANCE COMPANY, a New York corporation, (the"Company')insures, as of Date of Policy and,to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified,expired,or otherwise invalid power of attorney (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perforin those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. Countersigned by: I oo �ogy�jc`„ John Frates CO. C, President and General Counsel Craig Goien erq '0�"':•r! Division Pe - ent avid Hisey Secretary If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800-433-0014. If you make a claim under your policy,you must furnish written notice in accordance with Section 3 of the Conditions. Visit our Word-Wide Web site at htto://www.StewartNewYork.com Serial No.: 0-8911-000917903 File No.:71174661 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attomeys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer,or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. govemmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A),(B),(C),and(D)reserving,however,all (a) "Amount of Insurance": The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) "Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A. improvements that by law constitute real property. The term (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right,title, interest, estate,or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways, but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) 'Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stack,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the clerk of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity Q) "Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) •"Unmarketable Title Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning CONDITIONS(Continued) Serial No.: 0-8911-000917903 File No.:71174661 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land, or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute, or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title, as insured,and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Companys liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may,,at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured, and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company,at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In case of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and togetherwith any costs,attomeys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees, costs,or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding orto do any other defend,prosecute,or continue any litigation. act that in its opinion may be necessary or desirable to establish (b) To Pay or Otherwise Settle With Parties Other Than the Insured the Title,as insured,or to prevent or reduce loss or damage to the or With the Insured Claimant. Insured. The Company may take any appropriate action under (i) To pay or otherwise settle with other parties for or in the the terms of this policy, whether or not it shall be liable to the name of an Insured Claimant any claim insured against Insured. The exercise of these rights shall not be an admission of under this policy. In addition, the Company will pay any liability or waiver of any provision of this policy. If the Company costs,attomeys'fees,and expenses incurred by the Insured exercises its rights under this subsection,it must do so diligently. Claimant that were authorized by the Company up to the (c) Whenever the Company brings an action or asserts a defense as time of payment and that the Company is obligated to pay; required or permitted by this policy,the Company may pursue the or litigation to a final determination by a court of competent (ii) To pay or otherwise settle with the Insured Claimant the loss jurisdiction, and it expressly reserves the right, in its sole or damage provided for under this policy,together with any discretion,to appeal any adverse judgment or order. costs,attomeys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the 6. DUTY OF INSURED CLAIMANT TO COOPERATE time of payment and that the Company is obligated to pay. (a) In all cases where this policy permits or requires the Company to Upon the exercise by the Company of either of the options prosecute or provide for the defense of any action or proceeding provided for in subsections(b)(i)or(ii),the Company's obligations and any appeals, the Insured shall secure to the Company the to the Insured under this policy for the claimed loss or damage, right to so prosecute or provide defense in the action or other than the payments required to be made, shall terminate, proceeding,including the right to use,at its option,the name of including any liability or obligation to defend, prosecute, or the Insured for this purpose. Whenever requested by the continue any litigation. Company,the Insured,at the Company's expense,shall give the CONDITIONS(Continued) 8. DETERMINATION AND EXTENT OF LIABILITY damage sustained or incurred by the Insured Claimant who has This policy is a contract of indemnity against actual monetary loss or suffered loss or damage by reason of matters insured against by this 11 Serial No.: 0-8911-000917903 File No.:71174661 policy. (a) The extent of liability of the Company for loss or damage under 14. ARBITRATION this policy shall not exceed the lesser of Either the Company or the Insured may demand that the claim or (i) the Amount of Insurance;or controversy shall be submitted to arbitration pursuant to the Title (ii) the difference between the value of the Title as insured and Insurance Arbitration Rules of the American Land Title Association the value of the Title subject to the risk insured against by ("Rules"). Except as provided in the Rules,there shall be no joinder or this policy. consolidation with claims or controversies of other persons. Arbitrable (b) If the Company pursues its rights under Section 5 of these matters may include, but are not limited to,any controversy or claim Conditions and is unsuccessful in establishing the Title, as between the Company and the Insured arising out of or relating to this insured, policy,any service in connection with its issuance or the breach of a (i) the Amount of Insurance shall be increased by 10%,and policy provision,or to any other controversy or claim arising out of the (ii) the Insured Claimant shall have the right to have the loss or transaction giving rise to this policy. All arbitrable matters when the damage determined either as of the date the claim was Amount of Insurance is$2,000,000 or less shall be arbitrated at the made by the Insured Claimant or as of the date it is settled option of eitherthe Company or the Insured.All arbitrable matters when and paid. the Amount of Insurance is in excess of$2,000,000 shall be arbitrated (c) In addition to the extent of liability under(a)and(b),the Company only when agreed to by both the Company and the Insured. Arbitration will also pay those costs,attorneys'fees,and expenses incurred pursuant to this policy and under the Rules shall be binding upon the in accordance with Sections 5 and 7 of these Conditions. parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE defect,lien,or encumbrance,or cures the lack of a right of access CONTRACT to or from the Land,or cures the claim of Unmarketable Title,all (a) This policy together with all endorsements,if any,attached to it by as insured, in a reasonably diligent manner by any method, the Company is the entire policy and contract between the Insured including litigation and the completion of any appeals,it shall have and the Company. In interpreting any provision of this policy,this fully performed its obligations with respect to that matter and shall policy shall be construed as a whole. not be liable for any loss or damage caused to the Insured. (b) Any claim of loss or damage that arises out of the status of the (b) In the event of any litigation,including litigation by the Company Title or by any action asserting such claim shall be restricted to or with the Company's consent, the Company,shall have no this policy. liability for loss or damage until there has been a final (c) Any amendment of or endorsementto this policy must be in writing determination by a court of competent jurisdiction,and disposition and authenticated by an authorized person, or expressly of all appeals,adverse to the Title,as insured. incorporated by Schedule A of this policy. (c) The Company shall not be liable for loss or damage to the Insured (d) Each endorsement to this policy issued at any time is made a part for liability voluntarily assumed by the Insured in settling any claim of this policy and is subject to all of its terms and or suit without the prior written consent of the Company. provisions. Except as the endorsement expressly states,it does not(i)modify any of the terms and provisions of the policy, (ii) 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF modify any prior endorsement, (iii)extend the Date of Policy,or LIABILITY (iv)increase the Amount of Insurance. All payments under this policy, except payments made for costs, attorneys'fees,and expenses,shall reduce the Amount of Insurance 16. SEVERABILITY by the amount of the payment. In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not 11. LIABILITY NONCUMULATIVE to include that provision or such part held to be invalid, but all other The Amount of Insurance shall be reduced by any amount the Company provisions shall remain in full force and effect. pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken 17. CHOICE OF LAW;FORUM subject, or which is executed by an Insured after Date of Policy and (a) Choice of Law: The Insured acknowledges the Company has which is a charge or lien on the Title,and the amount so paid shall be underwritten the risks covered by this policy and determined the deemed a payment to the Insured under this policy. premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, 12. PAYMENT OF LOSS rights, remedies,or enforcement of policies of title insurance of When liability and the extent of loss or damage have been definitely the jurisdiction where the Land is located. fixed in accordance with these Conditions,the payment shall be made Therefore, the court or an arbitrator shall apply the law of the within 30 days. jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT interpret and enforce the terms of this policy. In neither case shall (a) Whenever the Company shall have settled and paid a claim under the court or arbitrator apply its conflicts of law principles to this policy,it shall be subrogated and entitled to the rights of the determine the applicable law. Insured Claimant in the Title and all other rights and remedies in (c) Choice of Forum: Any litigation or other proceeding brought by respect to the claim that the Insured Claimant has against any the Insured against the Company must be filed only in a state or person or property,to the extent of the amount of any loss,costs, federal court within the United States of America or its territories attomeys'fees,and expenses paid by the Company. If requested having appropriate jurisdiction. by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and 18. NOTICES,WHERE SENT remedies. The Insured Claimant shall permit the Company to sue, Any notice of claim and any other notice or statement in writing required to compromise,or settle in the name of the Insured Claimant and to be given to the Company under this policy must be given to the Company at use the name of the Insured Claimant in any transaction or Claims Department at 60 East 42 Street,Suite 1260,New York,NY 10165. litigation involving these rights and remedies. If a payment on account of a claim does not-fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities,guaranties,other policies of insurance,or bonds,notwithstanding any terms or conditions contained in those instruments that address subrogation rights. Serial No.: 0-8911-000917903 File No.:71174661 stewstewado Policy Number: 0-8911-000917903 art Date of Policy: December 3, 2021 File Number: 71174661 Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A- CERTIFICATION Amount of Insurance: $727,392.99 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 04.00 Lot: 012.000 and 013.000 Schedule A Certification(Page 1 of 1)- �►+}e�A'r� ti}io Policy Number: 0-8911-000917903 �a77�6.�rYYGi 6 Date of Policy: December 3, 2021 File Number: 71174661 SCHEDULE A—DESCRIPTION AS TO THE FEE: PARCEL I ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at the southwestern corner of the premises herein described said point being distant easterly 436.90 feet as measured along same from the intersection of the northerly side of Middle Road (C.R. 48) with the easterly side of Horseshoe Drive; RUNNING THENCE North 39 degrees 14 minutes 10 seconds West, 2015.47 feet (actual) 2015.49 feet (per deed); RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 138.44 feet to a concrete monument; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2026.21 feet (actual) (2026.18 feet per deed)to a concrete monument on the northerly line of Middle Road (C.R. 48); RUNNING THENCE along said line in a westerly direction on an arc to the right having a radius of 5669.58 feet a distance of 138.30 feet (actual) (138.44 per deed)feet to the point or place of BEGINNING. Schedule A Description(Page 1 of 3) - X7�w tewa titin Policy Number: 0-8911-000917903 1. Date of Policy: December 3, 2021 File Number: 71174661 PARCEL II ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at a concrete monument marking the southeast corner of land now or formerly of Kimberly Zahra; said point also being distant easterly 381.51 feet as measured along same from the intersection of the easterly side of Horseshoe Drive with the northerly side of Middle Road; RUNNING THENCE along said land the following two courses and distances: 1. North 38 degrees 52 minutes 30 seconds West, 179.48 feet; 2. South 58 degrees 23 minutes 30 seconds West, 100 feet to a concrete monument; RUNNING THENCE North 38 degrees 52 minutes 30 seconds West, 1813.04 feet to a concrete monument; RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 142.14 feet; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2015.47 feet (actual) (2015.49 feet per deed) to the northerly line of Middle Road (Route 48); RUNNING THENCE along said line in a westerly direction on an arc to the right having a radius of 5669.58 feet, a distance of 55.45 feet (actual) (55.40 feet per deed) to a concrete monument, the point or place of BEGINNING -Schedule A Description(Page 2 of 3) - } � : LULI o Policy Number: 0-8911-000917903 r7L .��ii Date of Policy: December 3, 2021 File Number: 71174661 TOWN OF SOUTHOLD DEVELOPMENT RIGHTS EASEMENT AREA ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at a concrete monument marking the southeast corner of land now or formerly of Kimberly Zahra; said point also being distant easterly 381.51 feet as measured along same from the intersection of the easterly side of Horseshoe Drive with the northerly side of Middle Road; RUNNING THENCE along said land the following two courses and distances: 1. North 38 degrees 52 minutes 30 seconds West, 179.48 feet; 2. South 58 degrees 23 minutes 30 seconds West, 100 feet to a concrete monument; RUNNING THENCE North 38 degrees 52 minutes 30 seconds West, 1813.04 feet to a concrete monument; RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 280.58 feet to a concrete monument; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2,026.21 feet (actual) (2,026.18 feet per deed) to a concrete monument on the northerly line of Middle Road (Route 48); RUNNING THENCE along said line in a westerly direction on an arc to the right having a radius of 5669.58 feet, a distance of 193.75 feet to a concrete monument, the point or place of BEGINNING. -Schedule A Description(Page 3 of 3)- stew rt � itio Policy Number: 0-8911-000917903 Gi •r Date of Policy: December 3, 2021 File Number: 71174661 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys'fees or expenses that arise by reason of: 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey Exceptions, as to the Development Rights Easement Area, as shown on survey made by JM Land Surveying dated September 13, 2021 (Drawing No. 21/Alvahs Lane): a. Utility pole and sign on portion of southeasterly line; Rights and easements of others by reason thereof are excepted; b. Post and wires fences vary with southwesterly line and encroach; c. Overhead wires and high tension tower in central portion of premises; Rights and easements of others are excepted by reason thereof; d. Metal irrigation pipe in northeasterly portion of premises; NOTE: Land as shown on survey is VACANT. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 1s1 Half Town and School Taxes, as a lien not yet due and payable. -Schedule B Part I(Page 1 of 1)- stewart titin Policy Number: 0-8911-000917903 iw► Lei Date of Policy: December 3, 2021 File Number: 71174661 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law 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." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments,water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii).modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: old r %PGE1 -- �' John Prates :e Presfdant and General Counsel hor.• d:t3fi:e o Agee# f` avid Hisey Sec=retary Stewart Title Insurance Company 60 East 42nd Street,Suite 1260 New York,New York 10165 STANDARD NEW YORK ENDORSEMENT(7/01/12) FOR USE WITH ALTA OWNER'S POLICY(6-17-06) star title" Policy Number: 0-8911-000917903 e Date of Policy: December 3, 2021 File Number: 71174661 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: ` ' F?rm�`aci�a�t-fidz �19 tanerai:Ctacisci:: ? �€or ci:I3> e o ent aae#t��i(seyP` Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII IIIIIIIIIIIIIIIIIIIIIIIII ' SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 04/06/2022 Number of Pages : 7 At: 11 : 33 : 07 AM Receipt Number 22-0059766 LIBER: D00013150 PAGE : 456 District: Section: Block: Lot: 1000 095 . 00 04 . 00 006 . 001 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $35 . 00 NO Handling $20 . 00 NO COE $5 .00 NO NYS SRCHG $15 .gQQ� NO TP-584 $0 . 00 NO Notation $0 .00' .i: .:NO, Cert.Copies $0 .00 NO RPT $400 . 00• NO Fees Paid $475 . 00 . THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County t o F Number of pages RECORDED This docume '.0'22 Pori r, 11-33-0-17 Ar1 nt will be public j D f TH A. FAS :P► E record. Please remove all CLERK OF Social Security Numbers SUFFOLK COUNTY prior to recording. L DOF,O013150 �5n Deed/Mortgage instrument Deed Mrtgage Tax Stam P Recording/Filing Stamps . 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax TP-584 ' 2. Additional Tax SubTotal Notation Spec./Assit. EA-52 17(County) or SubTotal Spec./Add. EA-5217(State? TOT.MTG.TAX R.P.T.S.A. J �r Dual Town,_Dual County Comm.of Ed. S. 00 Held forAppointment Transfer Tax Affidavit + Mansion Tax Certi edCopy I WN The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other _ YES or N0 Grand TotalT75 If NO, see appropriate tax clause on page# ofthis instrument. 4 Di Istli \�Z 5 Community Preservation Fund 4811205 Real Property j Tax Service T Consideration Amount$ Agency R DTY A IIIIIIIIII 111 II Verification 22-MAR- CPF Tax Due $ Improved 6 Satisfactions/Discharges Releas s List Propperty Owners Mailing Address R�CORD i RETURN T0: 7e-an OlSo� /hol / Vacant Land 531 95 r G�' TD /.5f>y //7 TD J611-t1-halull, IVY M71-0157 TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 Co. www.suffolkcountyny.gov/clerk tl Name �' / a6 Title# l g $ Suffolk County Recording & Endorsement Page. This page forms part of the attached f1011 661���P�o� �i��'l�rS k/17O7S made by. (SPECIFY TYPE OF INSTRUMENT) . M h1u�k��m &_ox/figs l�� � The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of jeLlMaV In the VILIAGE or HAMLET of CSC/fdhV e BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. .. over DTY. Stat I D: 4811205 2-MAR-22 Tax Maps District Secton Block Lot . School District 1000 .09500 0400 006001 1000 09500 0400 006002 l•.„3 4 y, e 1f Eli (�N g� DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION,made as of the day offp��,(� , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton,New York 11968, hereinafter referred to as the"DECLARANT. WITNESSETH: WHEREAS, DECLARANT is the owner of certain real'property situate at 7990 Oregon Road, Cutchogue, in the Town of Southold, County of Suffolk and State of New York designated SCTM#1000-95.-4-6.1 and#1000-95.-4-6.2 shown ona survey prepared September 25, 2008, last dated November 19, 2008, by John C. Ehlers L.L.S. of John C. Ehlers Land Surveyor(the "Survey"), a reed copy of whiceis attachPd ho=®6azs Exhibit"A" and made a part hereof, and described in the metes and bounds description attached as Exhibit`B" and made a part hereof(the "Property"). Said Property was subject to a previous acquisition of a Grant of (y-fl►AJ7A Development Rights Easement or other conservation instrument, and a land area was excluded from said Envease4ment (the�Resery j and OPE,, �—� WHEREAS,the Survey shows SCTM#1000-95-4-6.1 to be that excluded parcel of land designated the Reserve Area for+/- 1.84 acres, described in the metes and bounds description attached as Exhibit"C" (the "Reserve Area") which is considered part of and integral to the Property; and WHEREAS, the DECLARANT or previous owner, had granted to the Town of Southold a Grant of Development Rights Easement dated November 20, 2008 (recorded December 22, 2008, Liber 12575, Page 578) for SCTM#1000-95.-4-6.2;the survey showing such agricultural lands adjacent to the Reserve Area and of 6.5443 acres, described in the metes and bounds description attached as Exhibit"D" (the "Development Rights Easement Parcel"); and WHEREAS, the Town Board of the Town of Southold(the "Town Board")has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and,the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit,publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell,transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel and shall not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserve Area from the adjacent area subject to the Deed of Development Rights Easement. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection, paragraph, clause,phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. M,AT4qUCK FARM HOLDINGS LLC V- A-4 4q A By:.Peter Tal �,� � 5C"Qa t i STATE OF NEW YORK ) ) ss.. COUNTY OF SUFFOLK ) On the_ day of �,[C'�/l�b� , 2021, before me, the undersigned, personally appeared Peter Talty,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, and that such individual made such appearance before the undersigned. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 EXHIBIT "B" (the "Property") ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, in the Town of Southold, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at a monument located on the southerly side of Oregon Road distant 1029.1 feet westerly from the corner formed by the intersection of the southerly side of Oregon Road with the westerly side of Depot Lane; RUNNING THENCE from said monument along land now or formerly of Mattituck Farms Holdings LLC South 37 degrees 27 minutes 20 seconds East, 1990.88 feet to a monument; THENCE along land now or formerly of the Town of Southold South 53 degrees 45 minutes 40 seconds West, 190.53 feet to a monument; THENCE along land now or formerly of Mattituck Farms Holding LLC and County of Suffolk the following two (2) courses and distances: North 37 degrees 00 minutes 00 seconds West, 1067.78 feet to a point; and North'37 degrees 15 minutes 20 seconds West, 918.63 feet to a point on the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road the following two (2) courses and distances: North 48 degrees 50 minutes 00 seconds East, 10.85 feet North 52 degrees 39 minutes 40 seconds East, 167.99 feet to the monument first above mentioned, the point or place of BEGINNING. EXHIBIT "C" ("Reserve Area") ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at a monument on the southerly side of Oregon Road distant 1,029.15 feet westerly from the corner formed by the intersection of the westerly side of Depot Lane and the southerly side of Oregon Road, said point also being where the division line between the northwesterly corner of land now or formerly of Mattituck Farms Holdings, LLC and the northeasterly corner of the premises about to be described intersect the southerly side of Oregon Road; RUNNING THENCE from said monument on the southerly side of Oregon Road, South 52 degrees 39 minutes 40 seconds West, 25.00 feet to the true point or place of BEGINNING; THENCE South 37 degrees 27 minutes 20 seconds East, 517.31 feet; THENCE South 52 degrees 44 minutes 40 seconds West, 155.59 feet to land now or formerly of Mattituck Farm Holdings, LLC; THENCE North 37 degrees 15 minutes 20 seconds West, 516.25 feet to the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road the following two (2) courses and distances: 1) North 48 degrees 50 minutes 00 seconds East, 10.85 feet; 2) North 52 degrees 39 minutes 40 seconds East, 142.99 feet to the point or place of BEGINNING. t 5 l EXHIBIT "D" (Development Rights Easement Parcel) NEW YORK TRO stewart M�r 2;�2�;393 fax title insurance company stewartnewyork.com Title-No.: ST08-01917 AMENDED 11/10/2008 _ DEVELOPMENT RIGHTS EASEMENT AND AGRICULTURAL STRUCTURE-AREA WITHIN DEVELOPMENT RIGHTS EASEMENT ALL that certain plot,piece or parcel of land,situate, lying and being at Cutchogue, in the Town of Southold, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at a monument located on the southerly side of Oregon Road distant 1029.15 feet westerly from the corner formed by the intersection of the southerly side of Oregon Road-with the westerly side of Depot Lane; RUNNING THENCE from said monument along land now or formerly of Mattituck Farms Holdings LLC South 37 degrees 27 minutes 20 seconds East, 1990.88 feet to a monument; THENCE along land now or formerly of the Town of Southold South 53 degrees 45 minutes 40 seconds West, 190.53 feet to a monument; THENCE along land now or formerly of Mattituck Farms Holding LLC and County of Suffolk the following two (2)courses and distances: North 37 degrees 00 minutes 00 seconds West, 1067.78 feet to a point;and North 37 degrees 15 minutes 20 seconds West,402.38 feet to a point; THENCE North'52 degrees 44 minutes 40 seconds East, 155.59 feet to a point; THENCE North 37 degrees 27 minutes 20 seconds West, 517.31 feet to a point on the southerly side of Oregon Road; THENCE North 52 degrees 39 minutes 40 seconds East,25.00 feet to the monument first above mentioned, the point or place of BEGINNING. I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII �•t`:%,; f IIIIIII 1111111111 IN IN SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 04/06/2022 ,,,.,.._ Number of Pages: 7 At: 11 :;33 : 07 AM Receipt Number ' :- 22-0059766 LIBER': 600.0 l'i3l 5 0 PAGE : 457 District: Section: Block: Lot: 1000 095 . 00 04 . 00 014 .002 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $35. 00 NO . . Handling $20 .00 NO COE $5. 00 NO NYS SRCHG $15. 00,, NO TP-584 $0 . 00 NO Notation $0 . 00, NO Cert.Copies $0 . 00 NO RPT $400 . 00• NO Fees Paid -$475 .,0 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County a�, i ' r ❑❑ Y Dumber of pages RECORDED This document _0 Apr �__• 11--'°�if AN will be public JUDITH A. Pur;,_:-;; E record. Please remove all CLERK OF Social Security Numbers SUFFOLK I_(;UNT:' prior to recording. L r'O O!3 0 - 5-7 Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing fee Mortgage Amt. Handling 20. 00 1.Basic Tax ,_584 2. Additional Tax Sub Total ------------ Notation Spec./Assit. . EA-52 17(County) or SubTotal Spec./Add. EA 5217 tat } _ TOT.MTG.TAX R.P.T.SJA. �-�, (� Dual Town-Dual County Held forAppointment Comm.o` S. 00 Transfer Tax Affidavit + Mansion Tax Certified Copy The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 family dwelling only. Other Sub Total YES or NO Grand Total If NO, see appropriate tax clause on S page# ofthis instrument. 4 Dist./ 5 Community Preservation Fund Real Proper 4811209 Tax service' P T S b� Consideration Amount$ Agency R DTY 11 IIIIIIII�III rill Verificatioi 22-MAR-2 CPF Tax Due $ � 6 SatisfacoronswImproved lscnargI Beleases u rry enyvwnersiwamngr�adress RPORD&RET lRN TO: Vacant Land .. 53695 /�%�✓� �d TD TD A1111 /4 71-a 951 TD Mail to:Judith A. Pascale,Suffolk County Clerk U E: Title Company Information 310 Center Drive, Riverhead, NY 11901 www.suffolkcountyny.gov/clerk Co.Nameolkcountyny.gov/clerk Title# S(1 fl-Suffolk County Recording & Endorsement Page This page forms part of the attached_heelQlalUl) Q/eejym(f"��s���A611-1L by: (SPECIFY TYPE OF INSTRUMENT) made .Alhleld le yygl 1wolliGAS ILC The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN ofj J19 In the VILLAGE or HAMLET of 41Mda�/C� BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over ,, p . Stat ID: 4811209 DTY,A. 2-MAR-22 Tax Maps District Secton Block Lot School District 1000 09500 0400 014002 MATTITUCK-CUTCHOGUE 1000 09500, 0400 014003 MATTITUCK-CUTCHOGUE Nit, to r P5� �(MC � „ DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the day of j17 , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton,New York 11968, hereinafter referred to as the "DECLARANT. WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 8640 Oregon Road, Cutchogue in the Town of Southold, County of Suffolk and State of New York now designated SCTM#1000-95.-4-14.2 and SCTM#1000-95.-4-14.3 and shown on a survey prepared April 21, 1997 by Howard W. Young, L.L.S. of Young & Young Surveyors (the Y•Yll� "Survey"), a w&ro� copy of which i _Exhibit"A" and made a part hereof, and described in the metes and bounds description attached as Exhibit"B" and made a part Un hereof(the"Property"). Said Property was subject to a previous acquisition of a Deed of Development Rights Easement or other conservation instrument, and a land area was excluded from said Easement (the "Reiser e Area")• and WHEREAS, the Survey shows SCTM#1000-95.-4-14.2 to be t I excluded parcel of land designated the Reserve Area for 1.8366 acres, described in the metes and bounds description attached as Exhibit"C" (the"Reserve Area") which is considered part of and integral to the Property; and WHEREAS, the DECLARANT or previous owner, had granted to the Town of Southold a Deed of Development Rights dated July 14, 1997 (recorded July 24, 1997, Liber 11842, Page 742) for SCTM#1000-95.-4-14.3; the survey showing such agricultural lands adjacent to the Reserve Area and of 28.5199 acres, described in the metes and bounds description attached as Exhibit"D" (the"Development Rights Easement Parcel"); and WHEREAS, the Town Board of the Town of Southold(the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit,publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel and shall not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserve Area from the adjacent area subject to the Deed of Development Rights Easement. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection,paragraph, clause,phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. .TITUCK FARM HOLDINGS LLC VA 0 '� A By: Peter Tal i I STATE OF NEW YORK ) ) ss.: COUNTY OF SUFFOLK ) On the -ani day of �k��in ,� , 2021, before me, the undersigned, personally appeared Peter Talty, 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, and that such individual made such appearance before the undersigned. 0'"wj Notary Public Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 EXHIBIT "B" (the "Property") ALL that certain plot,piece or parcel of land, with the buildings and improvements thereon erected, situated, lying and being in the Town of Southold,at Mattituck, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Oregon Road where the same is intersected by the easterly boundary line of land now or formerly of Walter Ficner; RUNNING THENCE North 52 degrees 39 minutes 40 seconds East, along the southerly side of Oregon Road, 402.38 feet to land now or formerly of Anthony Domaleski; THENCE South 38 degrees 31 minutes 10 seconds East 150.00 feet; THENCE North 52 degrees 39 minutes 40 seconds East 121.00 feet to land now or formerly of Ann Marie Krupski; RUNNING THENCE South 38 degrees 31 minutes 10 seconds East 386.90 feet to other land now or formerly of Ann Marie Krupski; THENCE South 39 degrees 07 minutes 20 seconds East 1633.13 feet to land now or formerly of John Matwieczyk; THENCE South 38 degrees 52 minutes 30 seconds East 245.65 feet to land being shown as Subdivision Map "Oregon View Estates" (Suffolk County File No. 6241); RUNNING THENCE South 51 degrees 07 minutes 30 seconds West 585.44 feet to the Park& Recreation Area on Subdivision Map "Oregon View Estates" (Suffolk County File No. 6241); RUNNING THENCE along said lands North 37 degrees 39 minutes 20 seconds 461.77 feet to land now or formerly of Walter Ficner; RUNNING THENCE along said last mentioned land North 37 degrees 27 minutes 20 seconds West 1968.62 feet to the southerly side of Oregon Road, to the point or place of BEGINNING. EXHIBIT "C" (the "Reserve Area") ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situated, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Oregon Road where the same is intersected by the easterly boundary line of land now or formerly of Walter Ficner; RUNNING THENCE North 52 degrees 39 minutes 40 seconds East along the southerly side of Oregon Road, 250.00 feet; THENCE South 37 degrees 27 minutes 20 seconds East 320.08 feet; THENCE South 52 degrees 39 minutes 40 seconds West 249.94 feet; THENCE North 37 degrees 27 minutes 20 seconds West 320.08 feet to the southerly side of Oregon Road to the point or place of BEGINNING. a , i i 4 EXHIBIT "D" (Development Rights Easement Parcel) SCHEDULE A THE PREMISES IN WHICH THE INSURED HAS THE ESTATE OR INTEREST COVERED BY THIS POLICY ALL that certain plot, piec`, or parcel of land, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York., bounded and described as follows! BEGINNING at a point on the southerly side of Oregon Road at the westerly line of land now or formerly of Anthony Domaleski; RTA=ING THENCE along said lands the following (2) two courses and- distances; 1_ South 38 degrees 31 minutes 10 seconds East 1S0..00 feet; 2. North 52 degrees 39 minutes 40 seconds East 121.00 feet to land now or formerly of Ann. Marie Krupski; RMTKING THENCE along said lands South 38 degrees 31 minutes 10 seconds East 386.90 feet; RUNNING THENCE South 39 degrees 07 minutes 20 seconds East 1633 .13 feet; RUNNING THENCE South 38 degrees 52 minutes 30 seconds East 245.65 feet; RUNNING THENCE South 51 degrees 07 minutes 30 seconds West 585.44 feet to the park and recreation area on the Map of Oregon View Estates: RUNNING THENCE along said lands North 37 degrees 39 mirautecs 20 seconds West 451.77 feet; RUNNING THENCE along lands .now or formerly of Walter Ficner North 37 degrees 27 minutes 20 seconds West 1648.54 feet; RUNNING THENCE North 52 degrees 39 minutes 40 seconds East 249.94 feet; RUNNING THENCE North 37 degrees 27 minutes 20 seconds West 320.08 feet to the southerly side of Oregon Road; RUNNING 'T1193N'CE along the southerly side of Oregon Road North 52 degrees 39 minutes 40 seconds East 152 .38 feet to the poi"-Lt or place of BEGINNING_ FOR CONVEYANCING ONLY, (Together with all right, titla and inte2:2st of, in IF INTENDED FOR CONVEKANCIrIG(and to any streets and roads abutting the above (described premises, to the center line thereof. I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII .•. . r' IIIIIIIIIIIIIIIIIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 04/06/2022 Number of Pages : 7 At: 11 :33 : 07 APS Receipt Number 22-0059766 LIBER: D0001`3;150 PAGE : 458 District: Section: Block: Lo.t: 1000 095 . 00 04 . 00 009 . 001 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $35 . 00 NO Handling $20 . 00 NO COE $5. 00 NO NYS SRCHG $15. 00; us2_NO TP-584 $0 . 00 NO Notation '" $0 :0 0, -.NO.,,t y.„°: Cert.Copies $0 . 00 NO RPT $600 . 00 NO Fees Paid $675. 00 . THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL g JUDITH A. PASCALE County Clerk, Suffolk County , r y • .J 4 , oa Number of pages i I RECi ERDPD T 202 Acer 06 i i; 3;i AM This datum ent.will be public JUDITH A. PASCALE record. Please remove all CLERK OF Social Security Numbers SUFFOLK CO!NI*V prior to recording. L D0001315A 458 Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax TP-584 2. Additional Tax Sub Total Notation Spec./Assit. EA-52 17(County) or SubTotal EA-5 , (St te) Spec./Add. i TOT.MTG.TAX R.P.T.S.A. — Dual Town Dual County Held forAppointment Comm.of Ed. S. 00 Transfer Tax Affidavit + Mansion Tax CertifiedCopy The properly covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other YES orNO Grand Total -75 � If NO, see appropriate tax clause on page# ofthis instrument. 4• Dist. / 4811212 !70 S Community Preservation Fund Real Property; Tax Service j p T S j . Consideration Amount$ Agency (22-MAR- DTY AVerification CPF Tax Due $ i Satisfactions/Discharges Releases List Propperly Owners Mailing Address Improved 6 RI�CORD&RETURN TO: Vacant Land 5 30 95 lnal./J .eol TD o. i.�eX //71 TD TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 www.suffolkcountyny.gov/clerk Co.Name Lld41 rAG Title# $ Suffolk County Recording Endorsement Page g This page forms part of the attached uvtlV� _mitde by: (SPECIFY TYPE OF INSTRU NT) lYl a/ �� inn ,yd/a'i�gs LGA The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of JiGcJ// Ulfeuhald In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. Over r" DTY A Stat I D: 4811212 . -22-MAR-22 Tax Maps District Secton Block Lot School District 1000 09500 0400 009001 1000 09500 0400 009002 1000 09500 0400 010000 MATTITUCK-CUTCHOGUE DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the �d day of , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton, New York 11968, hereinafter referred to as the"DECLARANT. WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 8900 and 8900 Oregon Road, and 7155 Depot Lane, Cutchogue in the Town of Southold, County of Suffolk and State of New York designated SCTM #1000-95.-4-9.1, #1000-95.-4-9.2 and SCTM #1000-95.-4-10 respectively, and shown on a survey prepared September 2, 2004 by John C. \�D �� co Go able � Ehlers, L.L.S. of John C. Ehlers Land Surveyor, azodwo-ed copy of which is a++-1-1 1- � Exhibit"A" and made a part hereof, and described in the metes and bounds description attache d as Exhibit`B" and made a part hereof(the "Property"). Said Property was subject to a previous Hyl acquisition of a Grant of Development Rights Easement or other conservation instrument, and a land area was excluded from said Easement (the "Reserve Area"); and QCi� WHEREAS,the Survey shows SCTM#1000-95.-4-9.1 to be that excluded parcel of land designated the Reserve Area for 1.836 acres, described in the metes and bounds description attached as Exhibit"C" (the "Reserve Area") which is considered part of and integral to the Property; and WHEREAS, the DECLARANT or previous owner, had granted to the Town of Southold a Grant of Development Rights Easement dated September 23, 2004 (recorded September 28, 2004, Liber 12346, Page 6) for SCTM#1000-95.-4-9.2 and Grant of Development Rights Easement dated September 23, 2004 (recorded September 28, 2004, Liber 12346, Page 5) for SCTM#1000-95.-4-10; the survey showing such agricultural lands adjacent to the Reserve Area and of 4.342 and 19.696 acres respectively, described in the metes and bounds descriptions attached as Exhibit"D" (the "Development Rights Easement Parcels"); and WHEREAS, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold(the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns,to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel and shall not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserve Area from the adjacent area subject to the Deed of Development Rights Easement. DECLARANT shall permit the merging of SCTM#1000-95.-4-9.2 and SCTM #1000-95.-4-10 upon the filing and recording of this Declaration of Covenants and Restrictions, into one singular Suffolk County Tax Map (SCTM) parcel and said singular parcel shall not be subdivided thereafter. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection,paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other'than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their, provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified,terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. TUCK FARM HOLDINGS LLC By: Peter Taft F do YL A l&ylpjr!D STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) ,l ' On the day of (llL'�/I'I�J-!� , 2021, before me, the undersigned, personally appeared Peter Talty, 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, and that such individual made such appearance before the undersigned. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 �o rk EXHIBIT "B" (the "Property") ALL that certain plot,piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York,bounded and described as follows: BEGINNING at the corner formed by the intersection of the southerly side of Oregon Road with the westerly side of Depot Lane; RUNNING THENCE South 40 degrees 01 minutes 47 seconds East along the westerly side of Depot Lane 2111.06 feet to the northerly line of lands now or formerly of Suzanne M. Krupski and John P. Krupski, Jr.; THENCE South 47 degrees 48 minutes 50 seconds West along said lands now or formerly of Krupski and later along lands now or formerly of Joseph Matwieczyk and lands now or formerly of Thomas J. Matrick, 544.74 feet to lands now or formerly of Mattituck Holdings LLC; THENCE along said last mentioned lands the following two (2) courses and distances: 1. North 39 degrees 07 minutes 20 seconds West 1633.13 feet; 2. North 38 degrees 31 minutes 10 seconds West 536.90 feet to the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road North 54 degrees 17 minutes 17 seconds East 505.77 feet to the point.or place of BEGINNING. EXHIBIT "C" (the "Reserve Area") ALL that certain plot,piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the southerly side of Oregon Road with the westerly side of Depot Lane; RUNNING THENCE South 40 degrees 01 minutes 47 seconds East along the westerly side of Depot Lane 515.00 feet; THENCE South 51 degrees 46 minutes 41 seconds West 235.90 feet to the true point or place of BEGINNING; RUNNING THENCE along same line South 51 degrees 46 minutes 41 seconds West 282.85 feet to land now or formerly of Mattituck Farm Holdings, LLC; THENCE North 38 degrees 31 minutes 10 seconds West 282.85 feet; THENCE North 51 degrees 46 minutes 41 seconds East 282.85 feet; THENCE South 38 degrees 31 minutes 10 seconds East 2 82.8 5 feet to the true point or place of BEGINNING. 1 \ EXHIBIT "D" (the "Development Rights Easement Parcels")._— FOR DEVELOPMENT RIGHTS- PART OF TAX LOT 9: _ ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the South side of Oregon Road with the West side of Depot Lane-, RUNNING THENCE South 40 degrees 01 minutes 47 seconds East along the West side of Depot Lane 515 feet to the northerly line of other lands conveyed by Krupski to Peconic Land Trust and intended to be the recorded simultaneously herewith; THENCE along said aforementioned land South 51 degrees 46 minutes 41 seconds West,235.90 feet to a point; THENCE North 38 degrees 31 minutes 10 seconds West along other lands of the grantor 282.85 feet; THENCE South 51 degrees 46 minutes 41 seconds West, 282.85 feet to lands now or formerly of Mattituck, Holdings LLC and Town of Southold; THENCE North 38 degrees 31 minutes 10 seconds West along said last mentioned lands and later along lands now or formerly of John G. Dmaleski and Karen A. Helinski 254.05 feet to the South side of Oregon Road; THENCE North 54 degrees 17 minutes 17 seconds East along the South side of Oregon Road, 505.77 feet to the point or place of BEGINNING. RESERVING unto the grantor herein, its successors and assigns an Easement of 15 feet by 254.05 feet for ingress and egress to and from the lands of the grantor of 1.836 acres designated as 'Building Parcel" on survey prepared by John C. Ehlers, Land Surveyor dated September 2, 2004, to and from Oregon Road; the location of such Easement to be determined by grantor,or its successors and assigns. ALL OF TAX LOT 10:(for development rights): ALL that certain plot,piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold,County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the West side of Depot Lane distant 515.00 feet southerly from the corner formed by the intersection of the South side of Oregon Road with the West side of Depot Lane as measured along the West side of Depot Lane; RUNNING THENCE South 40 degrees 01 minutes 47 seconds East, 1596.06 feet to the northerly line of lands now or formerly of Suzanne M.Krupski and John P. Krupski,Jr.; THENCE South 47 degrees 48 minutes 50 seconds West along said lands now or formerly of Krupski and later along lands now or formerly of Joseph Matwieczyk and lands now or formerly of Thomas J. Matrick 544.74 feet to lands now or formerly of Mattituck Holding LLC and Town of Southold; -----------T-HENCE-North-39-degr_ees_0Z-m nutes_20 seconds West along_said-last mentioned lands 1633.13 feet to the South side of Parcel I herein; THENCE North 51 degrees 46 minutes 41 seconds East along said South side of Parcel I herein 518.75 feet to the West side of Depot Lane the point or place of BEGINNING. SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 05/18/2022 Number of Pages : 23 At: 12 : 07 :08 PM Receipt Number : 22-0084494 TRANSFER TAX NUMBER: 21-34982 LIBER: D00013156 PAGE: 531 District: Section: Block: Lot: 1000 095 . 00 03 . 00 003 . 004 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $1121255 .50 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $115 . 00 NO Handling $20 . 00 NO COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-584 $5 . 00 NO Notation $0 . 00 NO Cert.Copies $28 . 75 NO RPT $200 . 00 NO Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $388 . 75 TRANSFER TAX NUMBER: 21-34982 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County 1 TrNumber of pages �:tt=.4�RDED _ Mau 18 12.0708 PM CLERK This document will be public FOL-K, ,,F. record. Please remove all + DOOo17156 Social Security Numbers P 5.31 prior to recording. DT# 21-3499- Deed/Mortgage Instrument Deed/Mortgage Tax Stamp 3 Recording/Filing Stamps FEES Page/Filing Fee r Mortgage Amt.. Handling 20. 00 I 1.Basic Tax ------------- TP-584 2• Additional Tax —��=-- Sub Totai Notation Spec./Assit. EA-52 17(County) SubTotal or EA-5217(State) Spec./Add. TOT.MTG.TAX R.P.T.S.A. Dual Town_____Dual County ` Comm.of Ed. S. no Held forAppointment Transfer Tax Affida ' • Mansion Tax e edC�o �' � ► The property covered by this or will be improved mortgage roved b o is NYS Surcharge 15. 00 � P Y a one or two Sub Total S family dwelling only. Other YES or NO Grand Tot If NO, see appropriate tax clause on (� page# ofthis instrument. " 1 I Df st.��a�I I 4860998 1000 -09500 0300 003004 ' S Community Preservation Fund Real Property P T TAg@ Service R KM } IIIIIIII�IIVIIIVIIIVIIIVIIIVIIIIIIIIII i ConsisleratioaiAmount$ Verification 05-MAY- CPTH Tax Due e Satisfactions/Discharges Releas s List Pro Improved 6 RVCORD RETURN r�0 Owners Mailing Address �fSaahh0Id Vacant Land . ��Dq� eVCd//J �C� TD_ .✓r3DGa Joalh,ld A// M)7/. e'7:51 TD TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company lnformatio- 310 Center Drive, Riverhead, NY 11901 wwwsuffolkcauntyny.gov/clerk. co.Name Title# Jam/ 5(� 81 Suffolk County Recording & Endorsement Page This page forms-part-of the attached -..-C7 D!� Cl 9tum 7 %G� SP ��� ' (SPECIFY TYPE Omade The premises herein is situated in SUFFOLK COUNTY,NEW YORK. /TO In the TOWN of cl d/�T�OIU In the VILLAGE or HAMLET of ealeho we BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR UNG. over t -711 -7 q(v2 GRANT OF DEVELOPMENT RIGHTS EASEMENT rd THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the day of &(e#1h111 , 2021 at Southold, New York. The parties are MATTITUCK FARM HOLDINGS, LLC with offices at 2299 North Sea Road, Southampton, New York 11968 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971-0959 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as SCTM #1000-95.-3-3.4, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and 1 . 1 WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has, requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of ONE HUNDRED TWELVE THOUSAND TWO HUNDRED FIFTY-FIVE DOLLARS AND 50/100 ($112,255.50) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174656, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law (`General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ('CIRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Minto Land Surveying, dated September 10, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021 by Cashin Technical Services, Inc. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this 'Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New 4 York State Agriculture and Markets Law ("Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its 5 subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for ONE HUNDRED TWELVE THOUSAND TWO HUNDRED FIFTY-FIVE DOLLARS AND 50/100 ($112,255.50) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. Mineral exploitation, and extraction of any mineral, including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 7 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems (`utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 8 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 9 4.02 Possession Grantor shall continue to have the right to exclusive possession f the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary ` modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they 10 may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer "U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which 11 arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this 12 Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from 13 actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, 14 and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 15 6.04 Notice All notices required by this Easement must be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be 16 payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private 17 non-governmental organization, that at the time of transfer is a ""qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise 18 recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MATPTKK FARM HOLDINGS, LLC, Grantor By: A -42 Peter Talt Vice Presi nt 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STATE OF NEW YORK) COUNTYOFSUFFOLK) SS' On the 20" day of in the yearm-t before me, the undersigned, persona//y appeared Peter Ta/ty, persona//y known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signatures) on the instrument, the individua/(s), or the person upon behalf of which the individua/(s)acted, executed the instrument, 5ijnai6n%ffI66 of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. O IGI6094250 Qualified in Suffolk County STA TE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) SS.' On this Yr day of /- 8& in the year 2021 before me, the undersigned, persona//y appeared Scott A. Russell, persona//y known to me or pro ved to me on the basis of satisfactory evidence to be the individua/(s) whose name(s) is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their s/gnature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument. Signatur%fce of in taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 20 1 Qualified in Suffolk County Commission Expires June 16, 2023 Apstewart _TITLE Title Number: 71174656 SCHEDULE A— DESCRIPTION REVISED 9/30/2021 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York being known as and by part of Lot 003.004 in District 1000, Section 095.00, Block 03.00 as shown on the Suffolk County Land and Tax Map and being bounded and described as follows: BEGINNING at the corner forming the intersection of the southwesterly side of Alvahs Lane with the easterly side of Oregon Road, distant the following courses and distances: 1.) South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2.) South 46 degrees 21 minutes 04 seconds West, 449.53 feet; 3.) South 39 degrees 22 minutes 04 seconds West, 612.90 feet; 4.) South 43 degrees 33 minutes 24 seconds West, 520.03 feet to the true point of BEGINNING; RUNNING THENCE South 41 degrees 17 minutes 56 seconds East, 577.95 feet; RUNNING THENCE South 43 degrees 40 minutes 34 seconds West, 301.22 feet; RUNNING THENCE North 41 degrees 16 minutes 06 seconds West, 266.69 feet to a concrete monument; RUNNING THENCE North 43 degrees 40 minutes 34 seconds East, 281.00 feet; RUNNING THENCE North 41 degrees 17 minutes 56 seconds West, 311.23 feet to a concrete monument and the easterly side of Oregon Road; RUNNING THENCE along the easterly side of Oregon Road, North 43 degrees 33 minutes 24 seconds East, 20.08 feet to the point or place of BEGINNING. SAID PREMISES is being and intended to be part of the same premises described in a certain deed from Andrew S. Berkman, Barry Berkman and Deborah Berkman to Mattituck Farm Holdings, LLC, dated 6/8/2016, recorded 6/24/2006 in Liber 12869 Page 088. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description(Page 1 of 1) - UNAUTHOR2ED ALTERATION OR ADDITION t•e y TO THIS SURVEY IS AVIOLATION OF ocmn SECTION 7209 OF THE NEW YORK STATE EDUCATION LAW. SaR All COPIES OF THIS SURVEY MAP NOT BEARING T,UtVUG WaE THE LAND SURVEYOR'S INKED SEAL OR EMBOSSED SF SHALL NOT BECONSIDERED TO BE A VALID TRUE COPY. GUARANTEES INDICATED HEREON SHALL RUN p� ONLY TO THE PERSON FOR WHOM THE SURVEY IS PREPARED,AND ON HIS BEHALF TO THE TITLE COMPANY,GOVERNMENTAL AGENCY AND LENDING INSTITUTION LISTED HEREON,AND TO THE ASSIGNEES OF THE LENDING INSTI— TUTION.GUARANTEES ARE NOT TRANSFERABLE. Note:ALL SUBSURFACE STRUCTURES: WATER SUPPLY.SANITARY SYSTEMS, DRAINAGE,DRYWELLS AND UTILITIES, SHDWN ARE FROM FEW OBSERVATIONS < AND OR DATA OBTAINED FROM OTHERS. 9! THE EXISTENCE OF RIGHTS OF WAY G AND/OR EASEMENTS OF RECORD IF q?j ANY,NOT SHOWN ARE NOT GUARANTEED. &n aha a7B INam Av }95.a1-0I \ ��0 � I,n�aw S(• ��� T- aye IapF9 ll OSE T— r*h SI/ Fi `'P P• t T �l •pd KAY MAP fit 600' �6 A e"tib I� 4a�E ar � V 1—eerelopmenl Rights Easement Prep SUFFOLK COUN➢TAXMAP# 100045-03-3.4 AREA=86,226 SQ.FT. f.99ACRFS $ o A ��ao�` ` „e ��I' airy ' Survey of Property situate at Cutchogue Town of Southold Suffolk County, New York LAND SURVEYING Mlntovllle@aol.com S.C.T.M. #1000-95-03-3.4 SUBDMSIONS Scale 1"= 40' September 10, 2021 TITLE k MORTDADE e- -—C URVEYSTOPOG—C SURVEYS SITE PLANS SITE SCALE S Q.a 1—Merle M—, Certified to: Town of Southold Phone:(631)724-4832 Mattituck Farm Holdings, LLC c IN F 93 Smithtown Boulevard, Smithtown, N.Y. 11787 Stewort Title Insuronce Co. 1 Lnah= 40 ft_ IIIIIID IIII VIII VIII VIII VIII(IIII VIII VIII IIII IIII 111111 VIII VIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 05/18/2022 Number of Pages: 10 At: 12 : 07 : 08 PM Receipt Number : 22-0084494 LIBER: D00013156 PAGE : 532 District: Section: Block: Lot: 1000 095. 00 03. 00 003. 004 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $50 . 00 NO Handling $20 . 00 NO COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-584 $0 . 00 NO Notation $0 . 00 NO Cert.Copies $12 .50 NO RPT $600 . 00 NO Fees Paid $702 .50 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County as Number of pages REO'll'DEIp 2022 Mau IS i207'�OU- P1,41 This document will be public JU! . ° ' t= ;_ OF record. Please remove all _;,ACL t_:..11;1;-..1 Social Security Numbers prior to recording. r' Deed/Mortgage Instrument:]::7Deed/Mortgage Tax Stam p Recording/Filing Stamps 3 FEES Page/Filing Fee SQ Mortgage Amt. Handling 20. 00 1.Basic Tax TP-584 2. Additional Tax SubTotai Notation Spec./Assit. EA-52 17(County) Sub Total or�G Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S... X`a Dual Towrn___.__Dual County Comm.of Ed. 5. 00 Held forAppointment Transfer Tax Affid + Mansion Tax �O The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. �a,SQ Other YES orNO Grand Total If NO, see appropriate tax clause on page# of this ynstrument.�a rd 3 - 4 Dist' 0a0 ! 4861370 `=� -5 Community Preservation Fund Real Property p T Tax Service R KMO A IIIIIIII�II ,Consideration Amount$--- Agency _ IIIIIIIIIII�IIIIIIIII 06 MAY-2 IIIIIIIIII Verification CPF Tax Due $ Satisfactions/Discharges Releases list ProppertyOwners Mailingimproved 6 R�CORD l RETURN T0: Address Vacant Land T , TD 9a. ec)x TD TD Mail to:Judith A. Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 www.Suffolkcountyny.gov/clerk co.Name 1:�f ` �P Title# s Suffolk County Recording Endorsement Page This page forms part of the attached beelC hol') made (SPECIFY•TYPE C7F-INSTF►UM"cNT) . C ' / fg 9-b/IJ-- rs LL e The premises herein is situated in SUFFOLK COUNTY,NEW YORK. r TO In the TOWN of 0 f o A0/w In the VILLAGE or HAMLET'ofIe lw Ue BOXES 6 THRU 6 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR•TO RECORDING OR FILING. t r over R7 R KMO A Stat I D: F 4861370 O6-MAY-22 Tax Maps District Secton Block Lot School District 1000 09500 0300 003004 MATTITUCK-CUTCHOGUE 1000 09500 0300 003005 MATTITUCK-CUTCHOGUE 1000 09500 0300 003006 MATTITUCK-CUTCHOGUE J ' J DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the3YV day of �d�F1I'1� , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton,New York 11968, hereinafter referred to as the "DECLARANT. WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 4710, 5200 and 4820 Oregon Road, Mattituck in the Town of Southold, County of Suffolk and State of New York designated SCTM#1000-95.-3-3.4, #1000-95.-3.5, #1000-95.-3-3.6ad elLis v�y �n�G�►�t on G�1 -As :44-ibit described in the metes and bounds description attached as Exhibit`B" and made a part hereof(the "Property"). Said Property was subject to a previous acquisition of a Deed of Development Rights Easement or other conservation instrument, and two land areas were excluded from said Easement(the "Reserved Areas"); and WHEREAS, the DECLARANT or previous owner, had granted to the County of Suffolk a Deed of Development Rights dated June 29, 1994 (recorded 7/21/1994, Liber 11686, Page 429) for SCTM#1000-95.-3-3.6; such agricultural lands adjacent to the Reserved Areas and of+/- 36.07 acres, described in the metes and bounds description attached as Exhibit"C" (the "Development Rights Easement Parcel"); and WHEREAS, SCTM#1000-95.-3-3.4 and#1000-95.-3-3.5 are those previously excluded parcels of land from the Development Rights Easement Parcel and designated the Reserved Areas for+/- 1.98 and 1.84 acres respectfully, described in the metes and bounds descriptions attached as Exhibit"D" and Exhibit"E" (the "Reserved Areas") which is considered part of and integral to the Property; and WHEREAS,the DECLARANT as t td to the Town of Southold a Grant of k1 Development Rights Easement dated Q �l for SCTM#1000-95.-3-3.4 $,ry,�► neo�slY shown on a survey prepared September 10, 2021, by John Minto, L.L.S. of JM Land Surveying ,ham,,,, . (the "Survey"), a reduced copy of which is attached hereto and made a part hereof as Exhibit "F"; this survey showing such agricultural lands of 1.98 acre adjacent to the+/- 36.07 acre Development Rights Easement Parcel, such area no longer Reserved Area but an adjacent and additional Development Rights Easement Parcel; and WHEREAS,the Town Board of the Town of Southold(the"Town Board")has deemed it in the best interests of the Town of Southold(the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has.considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANTand 7 subsequent owners of the Property; and NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell,transfer, gift or otherwise relinquish ownership of the Reserved Area unless such is conveyed together with the Development Rights Easement Parcels and shall not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserved Area from the adjacent areas subject to the Deed of Development Rights Easements. DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the additional Development Rights Easement Parcel of approately 1.98 acres an null identified as SCTM#1000-95.-3-3.4, (Exhibits "D" " Hess such area is �'� � conveyed together with the Reserved Area of approximately 1.84 acres (Exhibit"E") and the Development Rights Easement Parcel of approximately 36.07 acres (Exhibit"C") and shall not make application for or seek relief from the Town of Southold that would allow subdivision of the additional Development Rights Easement Parcel from the Reserved Area or adjacent area subject to the Deed of Development Right Easement. WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection,paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified,terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. W FARM HOLDINGS LLC —/)- -4ta, By: Peter Taliyv V F V STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) On the day of , 2021, before me, the undersigned, personally appeared Peter Talty,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, and that such individual made such appearance before the undersigned. auov A�a� Notary Public Jeanne D. Giarratano Notary Public, State of New York No. 01616094250 Qualified in Suffolk County Commission Expires June 16, 2023 EXHIBIT "'B" '(the "Property") Title Number: BAL3383S Page 1 Amended 06/06!2026 SCHEDULE A DESCRIPTION ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the southerly side of Oregon Road distant westerly the following three(3) courses and distances from the corner formed by the intersection of the westerly side of Alvah's Lane and the southerly side of Oregon Road, as measured along the southerly side of Oregon Road: 1. South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2. South 46 degrees 21 minutes.04 seconds West, 449.58 feet; and 3. South 39 degrees 22 minutes 04 seconds West, 604.34 feet to a monument and the point or place of beginning; RUNNING THENCE from said point or place of beginning, along land now or formerly of Mattituck Farm Holdings LLC, South 44 degrees 31 minutes 26 seconds East, 1,495.93 feet to a monument and land now or formerly of WW Farms LLC; THENCE along said last mentioned land, the following two (2) courses and distances: 1. South 45 degrees 05 minutes 31 seconds East, 825.30 feet; 2. South 44 degrees 27 minutes 51 seconds East, 552.77 feet to a monument; THENCE South 48 degrees 24 minutes 54 seconds West, 95.49 feet to a monument and land now or formerly of D & S Hayfileds LLC; THENCE along said last mentioned land, the following two (2) courses and distances: 1. North 45 degrees 37 minutes 16 seconds West, =.06 feet to a monument; 2. South 52 degrees 38 minutes 34 seconds West, 469.37 feet to a monument and land now or formerly of L& R Vineyards Associates; THENCE along said last mentioned land, the following two (2) courses and distances: 1. South 53 degrees 03 minutes 04 seconds West, 368.57 feet to a monument.; 2. North 42 degrees 05 minutes 46 seconds West, 51.59 feet to a monument and land now or formerly of Dorset Farms Inc.; THENCE along said last mentioned land, the following three (3) courses and distances: 1 Stewart Title Insur'ance Company Title Number: BAL3383S 1. North 42 deg rees.1.5 minutes 55 seconds West, 193.36 feet; Page 2 2. North 41 .degrees 11. minutes 16 seconds West, 522:34 feet; and 3. North 41 degrees'16 minutes 06 seconds West;838.59 feet to a monument and land'now or formerly of Robert& Edith.Scudellari; THENCE along said last mentioned land, the.following two (2) courses and distances: 1- North 43 degrees 40 minutes 34 seconds East, 281.00 feet to a monument; 2.. North 41 degrees.17 minutes 56 seconds West', 311.23 feetto a monument and-the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road, North 43 degrees 33 minutes 24`seconds East,.221.32 feet to a monument and land now or formerly of Christian Rogers& Daniella Vitali; THENCE along said fast mentioned land, the:following three (3) courses and distances: 1: South 41 degrees 35 minutes 16 seconds East, 200.00 feet to a monument; 2. North 43 degrees 33 minutes 24 seconds East, 100.00 feet to a monument; and 3: North 41 degrees 35 minutes 16 seconds West, 200.00 feet to a monument and the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road, the following two (2) cou"rses and distances: 1. North 43 degrees 33 minutes 24 seconds East, 218.79 feet to,a monument; 2. Norft39 degrees 22 minutes 04 seconds East, 8.56 feet to the monument at the point or place. of BEGINNING. 2 EXHIBIT "C" (the "Development Rights Easement Parcel") ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a spike set on the Southwesterly line of land now or formerly of Anthony J. Schmitt, Jr. et al distant Southwesterly and Southeasterly the following four (4) courses and distance from the corner formed by the corner formed by the intersection of the Southwesterly side of Alvah's Lane and the Southeasterly side of Oregon Road, as measured along the Southeasterly side of Oregon Road: 1) South 46 degrees 44 minutes 04 seconds West, 356.43 feet to a point; 2) South 46 degrees 21 minutes 04 seconds West, 449.58 feet to a point; 3) South 39 degrees 22 minutes 04 seconds West, 604.34 feet to a monument; and 4) South 44 degrees 31 minutes 26 seconds East, 343.85 feet to the point or place of BEGINNING; RUNNING THENCE from said point or place of beginning, South 44 degrees 31 minutes 26 seconds East along land now or formerly of Anthony J. Schmitt, Jr. et al 1123.04 feet to a monument and land now or formerly of William Wickham; THENCE along said last mentioned land the following two (2) courses and distances: 1) South 45 degrees 05 minutes 31 seconds East, 825.30 feet to a point and ; 2) South 44 degrees 27 minutes 51 seconds East, 552.77 feet to a monument and land now or formerly of Ernest C. Tuthill; THENCE South 48 degrees 24 minutes 54 seconds West along said last mentioned land 95.49 feet to a monument and land now or formerly of John C. Tuthill; THENCE along said last mentioned land, the following two (2) courses and distances: 1) North 45 degrees 37 minutes 16 seconds West, 820.06 feet to a monument and 2) South 52 degrees 38 minutes 34 seconds West, 469.37 feet to a monument and land now or formerly of L &R Vineyards Associates; THENCE South 53 degrees 03 minutes 04 seconds West along said last mentioned land 368.57 feet to a monument and other land now or formerly of L &R Vineyards Associates; THENCE North 42 degrees 05 minutes 46 seconds West along said last mentioned land 51.59 feet to land now or formerly of Dorset Farms, Inc.; THENCE along the last mentioned land the following three (3) courses and distances: 1 1) North 42 degrees 15 minutes 56 seconds West, 193.36 feet; 2) North 41 degrees 11 minutes 16 seconds West, 522.34 feet and 3) North 41 degrees 16 minutes 06 seconds West, 548.17 feet to a spike set at the Southwesterly corner of land retained by the party of the first part; THENCE along the Southeasterly and Northeasterly lines of land retained by the party of the first part the following two (2) courses and distances: 1) North 43 degrees 40 minutes 34 seconds East, 301.22 feet to a spike and 2) North 41 degrees 17 minutes 56 seconds West, 577.95 feet to a spike set on the Southerly side of Oregon Road; THENCE North 43 degrees 33 minutes 24 seconds East along the Southerly side of Oregon Road 201.24 feet to a monument and land now or formerly of Constance Ruthinoski; THENCE along the Southwesterly and Southeasterly and Northeasterly sides of the last mentioned land the following two (2) courses and distances; 1) South 41 degrees 35 minutes 16 seconds East, 200.00 feet to a monument; and 2) North 43 degrees 33 minutes 24 seconds East, 100.00 feet to a monument and the Southwesterly line of other land retained by the party of the first part; THENCE along the Southwesterly and Southeasterly lines of said other lands retained by the party of the first part the following two (2) courses and distances; 1) South 41 degrees 35 minutes 16 seconds East, 136.05 feet to a spike; and 2) North 45 degrees 28 minutes 34 seconds East, 244.40 feet to a spike set on the Southwesterly line of land now or formerly of Anthony J. Schmitt, Jr. et al and the point or place of BEGINNING. tar"t EXHIBIT "D" (1 .98 acre Reserved Area) TITLE Title Number: 71174656 SCHEDULE A- DESCRIPTION REVISED 9/30/2021 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York being known as and by part of Lot 003.004 in District 1000, Section 095.00, Block 03.00 as shown on the Suffolk County Land and Tax Map and being bounded and described as follows: BEGINNING at the corner forming the intersection of the southwesterly side of Alvahs Lane with the easterly side of Oregon Road, distant the following courses and distances: 1.) South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2.) South 46 degrees 21 minutes 04 seconds West, 449.53 feet; 3.) South 39 degrees 22 minutes 04 seconds West, 612.90 feet; 4.) South 43 degrees 33 minutes 24 seconds West, 520.03 feet to the true point of BEGINNING; RUNNING THENCE South 41 degrees 17 minutes 56 seconds East, 577.95 feet; RUNNING THENCE South 43 degrees 40 minutes 34 seconds West, 301.22 feet; RUNNING THENCE North 41 degrees 16 minutes 06 seconds West, 266.69 feet to a concrete monument; RUNNING THENCE North 43 degrees 40 minutes 34 seconds East, 281.00 feet; RUNNING THENCE North 41 degrees 17 minutes 56 seconds West, 311.23 feet to a concrete monument and the easterly side of Oregon Road; RUNNING THENCE along the easterly side of Oregon Road, North 43 degrees 33 minutes 24 seconds East, 20.08 feet to the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the parry of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description(Page 1 of 1) - EXHIBIT"E" (1.84 acre Reserved Area) SCTM#1000-95.-3-3.5 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the southerly side of Oregon Road distant westerly the following three (3) courses and distances from the corner formed by the intersection of the westerly side of Alvah's Lane and the southerly side of Oregon Road, as measured along the southerly side of Oregon Road: 1. South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2. South 46 degrees 21 minutes 04 seconds West, 449.58 feet; and 3. South 39 degrees 22 minutes 04 seconds West, 604.34 feet to a monument and the point or place of BEGINNING. RUNNING THENCE from said point or place of beginning, along land now or formerly of Mattituck Farm Holdings, LLC, South 44 degrees 31 minutes 26.second East 372.89 feet to a monument; THENCE South 45 degrees 28 minutes 34 seconds West 245.89 feet(actual) (244.40 feet Liber 11686 Page 429)to a point; THENCE North 41 degrees 35 minutes 16 seconds West 165.13 feet (actual) (136.05 feet Liber 11686 Page 429) to a monument and land now or formerly of Christian Rogers and Daniela Vitali; THENCE along said land now or formerly of Christian Rogers and Daniela Vitali,North 41 degrees 35 minutes 16 seconds West 200.00 feet to a monument and the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road the following two (2) courses and distances: 1. North 45 degrees 33 minutes 24 seconds East 218.79 feet to a monument; 2. North 39 degrees 22 minutes 04 seconds East 8.56 feet to the monument at the point or place of BEGINNING. ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY //*^stewwt Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS,STEWART TITLE INSURANCE COMPANY, a New York corporation, (the"Company")insures, as of Date of Policy and,to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified,expired,or otherwise invalid power of attorney (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. aws.u. Countersigned by: ��kt+strrtq,� -- ���aA�OAq,;SF„ Jahn Frates a�z 19$7 President and General Counsel vhf-��,. - Craig Gol en erg r!" Division P e - ent avid Hisey Secretary If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800-433-0014. If you make a claim under your policy,you must furnish written notice in accordance with Section 3 of the Conditions. Visit our Word-Wide Web site at htto:/Auww.StewartNewYork.com Serial No.: 0-8911-000917898 File No.:71174656 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attorneys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer;or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or B. governmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A),(B),(C),and(D)reserving,however,all (a) "Amount of Insurance": The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) "Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A. improvements that by law constitute real property. The term (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right,title, interest, estate, or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways, but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stock,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the clerk of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity U) "Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) "Unmarketable Title": Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning CONDITIONS(Continued) Serial No.: 0-8911-000917898 File No.:71174656 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land,or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute, or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title,as insured, and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Company's liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured, and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company,at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In case of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and together with any costs,attorneys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees, costs,or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding orto do any other defend,prosecute,or continue any litigation. act that in its opinion may be necessary or desirable to establish (b) To Pay or Otherwise Settle With Parties Other Than the Insured the Title,as insured,or to prevent or reduce loss or damage to the or With the Insured Claimant. Insured. The Company may take any appropriate action under (i) To pay or otherwise settle with other parties for or in the the terms of this policy, whether or not it shall be liable to the name of an Insured Claimant any claim insured against Insured. The exercise of these rights shall not be an admission of under this policy. In addition, the Company will pay any liability or waiver of any provision of this policy. If the Company costs,attomeys'fees,and expenses incurred by the Insured exercises its rights under this subsection,it must do so diligently. Claimant that were authorized by the Company up to the (c) Whenever the Company brings an action or asserts a defense as time of payment and that the Company is obligated to pay; required or permitted by this policy,the Company may pursue the or litigation to a final determination by a court of competent (ii) To pay or otherwise settle with the Insured Claimant the loss jurisdiction, and it expressly reserves the right, in its sole or damage provided for under this policy,together with any discretion,to appeal any adverse judgment or order. costs,attomeys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the 6. DUTY OF INSURED CLAIMANT TO COOPERATE time of payment and that the Company is obligated to pay. (a) In all cases where this policy permits or requires the Company to Upon the exercise by the Company of either of the options prosecute or provide for the defense of any action or proceeding provided for in subsections(b)(i)or(ii),the Company's obligations and any appeals,the Insured shall secure to the Company the to the Insured under this policy for the claimed loss or damage, right to so prosecute or provide defense in the action or other than the payments required to be made, shall terminate, proceeding,including the right to use, at its option,the name of including any liability or obligation to defend, prosecute, or the Insured for this purpose. Whenever requested by the continue any litigation. Company,the Insured,at the Company's expense,shall give the CONDITIONS(Continued) 8. DETERMINATION AND EXTENT OF LIABILITY damage sustained or incurred by the Insured Claimant who has This policy is a contract of indemnity against actual monetary loss or suffered loss or damage by reason of matters insured against by this Serial No.: 0-8911-000917898 File No.:71174656 policy. (a) The extent of liability of the Company for loss or damage under 14. ARBITRATION this policy shall not exceed the lesser of Either the Company or the Insured may demand that the claim or (i) the Amount of Insurance;or controversy shall be submitted to arbitration pursuant to the Title (ii) the difference between the value of the Title as insured and Insurance Arbitration Rules of the American Land Title Association the value of the Title subject to the risk insured against by ("Rules"). Except as provided in the Rules,there shall be no joinder or this policy. consolidation with claims or controversies of other persons. Arbitrable (b) If the Company pursues its rights under Section 5 of these matters may include, but are not limited to,any controversy or claim Conditions and is unsuccessful in establishing the Title, as between the Company and the Insured arising out of or relating to this insured, policy,any service in connection with its issuance or the breach of a (i) the Amount of Insurance shall be increased by 10%,and policy provision,or to any other controversy or claim arising out of the (ii) the Insured Claimant shall have the right to have the loss or transaction giving rise to this policy. All arbitrable matters when the damage determined either as of the date the claim was Amount of Insurance is$2,000,000 or less shall be arbitrated at the made by the Insured Claimant or as of the date it is settled option of either the Company or the Insured. All arbitrable matters when and paid. the Amount of Insurance is in excess of$2,000,000 shall be arbitrated (c) In addition to the extent of liability under(a)and(b),the Company only when agreed to by both the Company and the Insured. Arbitration will also pay those costs,attorneys'fees,and expenses incurred pursuant to this policy and under the Rules shall be binding upon the in accordance with Sections 5 and 7 of these Conditions. parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE defect,lien,or encumbrance,or cures the lack of a right of access CONTRACT to or from the Land,or cures the claim of Unmarketable Title,all (a) This policy together with all endorsements,if any,attached to it by as insured, in a reasonably diligent manner by any method, the Company is the entire policy and contract between the Insured including litigation and the completion of any appeals,it shall have and the Company. In interpreting any provision of this policy,this fully performed its obligations with respect to that matter and shall policy shall be construed as a whole. not be liable for any loss or damage caused to the Insured. (b) Any claim of loss or damage that arises out of the status of the (b) In the event of any litigation,including litigation by the Company Title or by any action asserting such claim shall be restricted to or with the Company's consent, the Company shall have no this policy. liability for loss or damage until there has been a final (c) Any amendment of or endorsementto this policy must be in writing determination by a court of competent jurisdiction,and disposition and authenticated by an authorized person, or expressly of all appeals,adverse to the Title,as insured. incorporated by Schedule A of this policy. (c) The Company shall not be liable for loss or damage to the Insured (d) Each endorsement to this policy issued at any time is made a part for liability voluntarily assumed by the Insured in settling any claim of this policy and is subject to all of its terms and or suit without the prior written consent of the Company. provisions. Except as the endorsement expressly states,it does not(i)modify any of the terms and provisions of the policy, (ii) 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF modify any prior endorsement, (iii)extend the Date of Policy,or LIABILITY (iv)increase the Amount of Insurance. All payments under this policy, except payments made for costs, attorneys'fees,and expenses,shall reduce the Amount of Insurance 16. SEVERABILITY by the amount of the payment. In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not 11. LIABILITY NONCUMULATIVE to include that provision or such part held to be invalid, but all other The Amount of Insurance shall be reduced by any amount the Company provisions shall remain in full force and effect. pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken 17. CHOICE OF LAW;FORUM subject, or which is executed by an Insured after Date of Policy and (a) Choice of Law: The Insured acknowledges the Company has which is a charge or lien on the Title,and the amount so paid shall be underwritten the risks covered by this policy and determined the deemed a payment to the Insured under this policy. premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, 12. PAYMENT OF LOSS rights, remedies,or enforcement of policies of title insurance of When liability and the extent of loss or damage have been definitely the jurisdiction where the Land is located. fixed in accordance with these Conditions,the payment shall be made Therefore, the court or an arbitrator shall apply the law of the within 30 days. jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT interpret and enforce the terms of this policy. In neither case shall (a) Whenever the Company shall have settled and paid a claim under the court or arbitrator apply its conflicts of law principles to this policy,it shall be subrogated and entitled to the rights of the determine the applicable law. Insured Claimant in the Title and all other rights and remedies in (c) Choice of Forum: Any litigation or other proceeding brought by respect to the claim that the Insured Claimant has against any the Insured against the Company must be filed only in a state or person or property,to the extent of the amount of any loss,costs, federal court within the United States of America or its territories attorneys'fees,and expenses paid by the Company. If requested having appropriate jurisdiction. by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and 18. NOTICES,WHERE SENT remedies. The Insured Claimant shall permit the Company to sue, Any notice of claim and any other notice or statement in writing required to compromise,or settle in the name of the Insured Claimant and to be given to the Company under this policy must be given to the Company at use the name of the Insured Claimant in any transaction or Claims Department at 60 East 42nd Street,Suite 1260,New York,NY 10165. litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities,guaranties,other policies of insurance,or bonds,notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 11 Serial No.: 0-8911-000917898 File No.:71174656 77teart tio Policy Number: 0-8911-000917898 Date of Policy: December 3, 2021 File Number: 71174656 Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A- CERTIFICATION Amount of Insurance: $112,255.50 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 03.00 Lot: 003.004 -Schedule A Certification(Page 1 of 1)- i Policy Number: 0-8911-000917898 �7�.ewart 6 t1 iltl .s Date of Policy: December 3, 2021 File Number: 71174656 SCHEDULE A- DESCRIPTION ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York being known as and by part of Lot 003.004 in District 1000, Section 095.00, Block 03.00 as shown on the Suffolk County Land and Tax Map and being bounded and described as follows: BEGINNING at the corner forming the intersection of the southwesterly side of Alvahs Lane with the easterly side of Oregon Road, distant the following courses and distances: 1.) South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2.) South 46 degrees 21 minutes 04 seconds West, 449.53 feet; 3.) South 39 degrees 22 minutes 04 seconds West, 612.90 feet; 4.) South 43 degrees 33 minutes 24 seconds West, 520.03 feet to the true point of BEGINNING; RUNNING THENCE South 41 degrees 17 minutes 56 seconds East, 577.95 feet; RUNNING THENCE South 43 degrees 40 minutes 34 seconds West, 301.22 feet; RUNNING THENCE North 41 degrees 16 minutes 06 seconds West, 266.69 feet to a concrete monument; RUNNING THENCE North 43 degrees 40 minutes 34 seconds East, 281.00 feet; RUNNING THENCE North 41 degrees 17 minutes 56 seconds West, 311.23 feet to a concrete monument and the easterly side of Oregon Road; RUNNING THENCE along the easterly side of Oregon Road, North 43 degrees 33 minutes 24 seconds East, 20.08 feet to the point or place of BEGINNING. =Schedule A Description(Page 1 of 1)- stew rot titjcs Policy Number: 0-8911-000917898 x.76 �/YGi! 1. 44 `!!moi Date of Policy: December 3, 2021 File Number: 71174656 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees or expenses that arise by reason of. 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey exceptions as shown on survey made by John Minto, Land Surveyor, last dated 9/10/2021 (Job Number N/A): a. Post wire and deer fence varies and encroaches up to 1.2 feet west of westerly line; b. Chain link fence varies up to 1.3 feet north along part of northwesterly line. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 1st Half Town and School Taxes, as alien not yet due and payable. -Schedule B Part I(Page 1 of 1)- ewa it] Policy Number: 0-8911-000917898 11 Date of Policy: December 3, 2021 File Number: 71174656 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law 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." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments,water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: l4tS �r John Fra tes �a 1 Presidant and General Counsel ,�horif a bfrc a Agent ' avid Hisey S�Cretary Stewart Title Insurance Company 60 East 42nd Street,Suite 1260 New York, New York 10165 STANDARD NEW YORK ENDORSEMENT(7/01/12) FOR USE WITH ALTA OWNER'S POLICY(6-17-06) ewaft itio Policy Number: 0-8911-000917898 Date of Policy: December 3, 2021 File Number: 71174656 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: Joon Fratos f?resident artdsnerf,' ounsf m" � � puri d bffic o Agent ZL aVld filsey, ,See�tary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/2412016) Southold Town Board - Letter Board Meeting of July 27, 2021 RESOLUTION 2021-625 Item 4 5.25 o �3 ADOPTED- DOC ID: 17249 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2021-625 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 27, 2021: WHEREAS, the Town Board of the Town of Southold held a public hearing on the question of the purchase of development rights easements on certain parcels of properties owned by Mattituck Farm Holdings, LLC on the 27'" day of July, 2021, at which time all interested parties were given the opportunity to be heard; and WHEREAS, Mattituck Farm Holdings, LLC, owns approximately 256± acres in Cutchogue, located between Depot Lane to the east and Elijah's Lane to the west, and between Oregon Road to the north and County Road 48 to the south; and WHEREAS, a combined total of 136± acres are subject to existing Town or County development rights easements, and the remaining lands, a combined total of 120± acres, have development rights intact; and WHEREAS, all of the properties are located within the Agricultural-Conservation (A-C) zoning district, are comprised of Prime Soils, and are in active agriculture; and WHEREAS, the properties are listed on the Town's Community Preservation Project Plan as properties that should be preserved due to their agricultural value and aquifer recharge area value; and WHEREAS, the Town proposes to purchase six (6) separate Development Rights Easements, on all or part of some of the properties owned by Mattituck Farm Holdings, LLC, on a cumulative total of 106.78± acres. Said properties are identified as all or part of SCTM 41000-95-3-3.4 (4710 Oregon Road), 1000-95-3-8.1 (5780 Oregon Road), 1000-95-4-1 (7040 Oregon Road), 1000-95-4-3.1 (8500 Alvah's Lane), 1000-95-4-5.2 (8820 Alvah's Lane), 1000-95-4-12 (19285 County Road 48) and 1000-95-4-13 (19155 County Road 48), in Cutchogue, New York, and WHEREAS, as part of the acquisition; the remaining 13± cumulative acres, including new development (reserve) areas and existing development (reserve) areas, will each be subject to the recording of a Declaration of Covenants & Restrictions simultaneously with the Easement, including a requirement that the area will remain permanently attached to the preserved farm. Said properties include: New Development (reserve) Areas SCTM #1000-95-3-8.1 (5780 Oregon Road) Generated July 29, 2021 Page 36 Southold Town Board - Letter Board Meeting of July 27, 2021 SCTM #1000-95-4-1 (7040 Oregon Road), SCTM #1000-95-4-3.1 (8500 Alvah's Lane) Existing Development (reserve) Areas SCTM#1000-95.-3-3.5 (5200 Oregon Road) SCTM #1000-95.-4-6.1 (7990 Oregon Road) SCTM 41000-95.4-9.1 (8900 Oregon Road) SCTM #1000-95.-4-14.2 (8640 Oregon Road) WHEREAS, as a condition of the acquisition, the existing tax parcels known as SCTM #1000- 95.4-12 and#1000-95.-4-13, each 6.5± in acres, will be merged; and WHEREAS, as a condition of the acquisition, the existing tax parcels known as SCTM #1000- 95.4-9.2 (4.3 acres subject to existing Town development rights easement) and #1000-95.4-10 (19.5 acres subject to existing Town development rights easement), will be merged; and WHEREAS, the total acquisition purchase price is $6,000,000.00 (six million dollars), calculated to be $56,190.30 (fifty-six thousand one hundred ninety and 30/100 dollars) per buildable acre based on the 106.78± acres contemplated to be encumbered as follows: SCTM #1000-95.-3-3.4 1.98± acres at $ 111,257.00 SCTM #1000-95.-3-8.1 53.00± acres at $ 2,978,086.00 SCTM#1000-95.-4-1 10.00± acres at $ 561,903.00 SCTM #1000-95.-4-3.1 24.00± acres at $ 1,348,567.00 SCTM #1000-95.-4-5.2 4.80± acres at $ 269,713.00 SCTM #1000-95.-4-12 & 13 l 3.00± acres at $ 730,474.00 If the final survey shows that the total acreage of the Premises is different from the 106.78± acre figure used to determining the purchase price for each easement, the final price per acre shall be adjusted such that the final purchase price remains at $6,000,000.00 (six million dollars.) The exact areas of the acquisitions are subject to Town-provided surveys acceptable to the Land Preservation Committee and the landowner; and WHEREAS, Community Preservation Funds will be used to acquire the easements and to pay for closing costs and expenses associated with the acquisitions; and WHEREAS, the Town commissioned an appraisal, by a qualified appraiser, to value the development rights and restrictive covenants on portions of the subject parcels. The Town acknowledges that the Town's purchase offer is below the fair market value as determined by the appraisal, and the landowner may be eligible to claim a bargain sale; and WHEREAS, this acquisition involves six easements, three new development (reserve) areas. four covenants and restrictions for existing development (reserve) areas as well as two 2-lot mergers of parcels and is subject to. and contingent upon; the Town's acquisition of the entire scope of this proposed project; and, Generated July 29. 2021 Page 37 Southold Town Board - Letter Board Meeting of July 27, 2021 WHEREAS, the purchase of the development rights on-these properties are in conformance with the provisions of Chapter 17 (Community Preservation' Fund) and Chapter 70 (Agricultural Lands Preservation) of the Town Code, and WHEREAS, the proposed action has been reviewed pursuant to Chapter 268 (Waterfront Consistency Review) of the Town Code and Local Waterfront Revitalization Program ("LWRP") and the LWRP Coordinator has recommended that this action is consistent with the LWRP; and WHEREAS, the Land Preservation Committee has reviewed the application for the acquisitions, and recommends that the Town Board acquire the development rights easements; and WHEREAS, the Town Board deems it in the best public interest that the Town of Southold purchase the development rights on these agricultural lands; and, WHEREAS, the Town Board of the Town of Southold classifies this action as an Unlisted Action pursuant to the SEQRA Rules and Regulations, 6NYCRR 617.1 et. Seq.; and, WHEREAS, the Town of Southold is the only involved agency pursuant to SEQRA Rules and Regulations; and, WHEREAS, the Town Board of the Town of Southold accepted the Short Environmental Form for this project that is attached hereto; now, therefore, be it RESOLVED that the Town Board of the Town of Southold hereby finds no significant impact on the environment and declares a negative declaration pursuant to SEQRA Rules and Regulations for this action; and, be it further RESOLVED that the Town Board of the Town of Southold hereby elects to purchase development rights easements on agricultural lands owned by Mattituck Farm Holdings, LLC, in accordance with the acquisition as detailed above. The proposed action .has been reviewed pursuant to Chapter 268 (Waterfront Consistency Review) of the Town Code and the LWRP and the Town Board has determined that this action is consistent with the LWRP. Elizabeth A. Neville Southold Town Clerk Generated July 29, 2021 Page 38 Southold Town Board - Letter Board Meeting of July 27, 2021 RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER:Robert Ghosio, Councilman AYES: Nappa, Dinizio Jr, Doherty, Ghosio, Evans, Russell Generated July 29. 2021 Page 39 SOUTHOLD TOWN BOARD PUBLIC HEARING July 27, 2021 4:30 PM Present: Supervisor Scott Russell Justice Louisa Evans Councilwoman Jill Doherty Councilman James Dinizio, Jr. Councilman Bob Ghosio, Jr. Councilwoman Sarah Nappa Town Clerk Elizabeth Neville Town Attorney William Duffy This hearing was opened at 4:51 PM COUNCILMAN GHOSIO: NOTICE IS HEREBY GIVEN that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold will hold a public hearing on Tuesday, July 27, 2021, at 4:31 PM., at the Southold Town Hall, 53095 Main Road, Southold,New York for the purchase of development rights easements on properties owned by Mattituck Farm Holdings, LLC. The Town proposes to purchase six (6) separate development rights easements, on all or parts of parcels located at 4710 Oregon Road; 5780 Oregon Road; 7040 Oregon Road; 8500 Alvah's Lane; 8820 Alvah's Lane; 19285 County Road 48 and 19155 County Road 48 in Cutchogue,New York. The total acreage is approximately 106 acres. The parcels are situated in the Agricultural-Conservation zoning district are comprised of prime soils in active agriculture and are listed on the Town's Community Preservation Project Plan List as properties that should be preserved due to their agricultural value and their value as an aquifer recharge area. The total acquisition price is six million dollars ($6,000,000.00) and will be funded by Community Preservation Funds. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcels of land is on file in the Land Preservation Department, Southold Town Hall Annex, 54375 Main Road, Southold,New York, and may be examined by any interested person during regular business hours. The full text of the resolution setting the public hearing is available for review in the Southold Town Clerk's Office and on the Towns website: www.southoldtownny.gov Public Hearing- DRE Mattituck Farm Holdings July 27, 2021 page 2 I have a signed and notarized affidavit that this hearing was noticed on the Town Clerk's bulletin board and the town website and also was published in the Suffolk Times. That's all I have. SUPERVISOR RUSSELL: Would anyone like to address the Town Board on this particular public hearing? MELISSA SPIRO: Melissa Spiro, Land Preservation Coordinator. I'd like to start out by thanking the landowner for offering the development rights on this active farmland in the Cutchogue Oregon Road area to the Town. These farms have frontage on Oregon Road, Alvah's Lane, Depot Lane and CR 48. A typical project involves one, maybe two tax parcels. This project is a bit more complicated as it involves multiple tax parcels and will result in six individual easements. It may be complicated but it results in preserving 107 acres, so well worth the complication. I have a map showing the project up front and on zoom. The landowner, Mattituck Farm Holdings, owns approximately 256 acres of contiguous tax parcels in this area. The parcels are outlined in yellow, all the parcels with a number. 136 of the 256 acres are already subject to town or county development rights easements, the landowner purchased them as preserved farmland over the years. These parcels are the green parcels with the numbers on them. That leaves about 120 acres owned by Mattituck Farm Holdings with development rights intact. The town is purchasing the rights on 107 of the 120 acres. The 107 acres are shown in blue on the map. The purchase will involve 6 separate easements of varying sizes. The smallest development rights purchase is to expand a prior county 34.5 acre development right purchase by about 2 acres. If you can see the numbers this is the blue area of#9. The 2 acres farmland area, once preserved, will them remain linked together with the 34.5 acre farm and the existing development area on the east side of that lot shown in orange. The largest farm, farm# 1, is a 55 acre farm. The rights will be purchased on 53 acres with a 2 acre linked development area. The other purchases result in 24 acres preserved with a 2 acre development area(farm#2); 4.9 +/- acres preserved, with no development area(farm#3); 10 acres preserved with a 2 acre development area(farm#4) and the merging of the two 6.5 acre farms, resulting in 13 acres preserved with no development area(farm#5). The shaded orange areas indicate new or proposed development areas for some of the farms. These areas are each about 2 acres in size and as part of the acquisition, conditions will be placed on the development areas so that they will remain permanently attached to the proposed or the existing preserved farmland. Some of these areas are vacant and some contain existing dwellings and other improvements. The 107 acres being preserved are all actively farmed, prime farmland soil. Preservation of these properties will expand and connect existing blocks of preserved farms, and as you can see on the map, this will result in a large contiguous block of preserved farmland. The preservation of such a large area of farmland is significant in itself. However, another significant factor is that the landowner is offering the development rights to the town at an amount substantially below the appraised value. We thank the landowner for doing this as this results in the town having additional funding for future projects and in turn enables the town to preserve even more farmland. The 107 acres of development rights described are being purchased with Community Preservation Funds at a total acquisition purchase price of$6,000,000. This calculates to just over $56,000 per acre. The purchase price for each easement has been calculated using this per acre amount. The exact per acre purchase price will be calculated again once the properties are surveyed and we know the exact acreage, however the total overall purchase price will remain at $6,000,000. This is a large project for the town. As a cumulative project, I believe that it is the Public Hearing- DRE Mattituck Farm Holdings July 27, 2021 page 3 largest farmland development rights purchase that has occurred under the town's program. I'm excited to have been a part of it. The landowner has been working with the Peconic Land Trust and the Trust has been helping to facilitate this significant acquisition, so thanks go out to the Trust also. Both the Land Preservation Committee and I enthusiastically support this project and recommend that the Town Board proceed with the acquisition. And again, I thank the landowner for working with the town, and for giving the town the opportunity to preserve this important farmland. SUPERVISOR RUSSELL: Who else would like to address the Town on this public hearing? MELANIE CIRILLO: Good afternoon, Supervisor and Councilpeople. I am Melanie Cirillo, vice president at Peconic Land Trust and I am here to say thank you very much for your efforts to protect this block of farmland on Oregon Road, it's a significant property, actively farmed, prime soils and we are so appreciative that the landowner was willing to negotiate and work with the town on protecting this property. So thank you very much. SUPERVISOR RUSSELL: Would anyone else like to address the Town Board on this public hearing? (No response) This hearing was closed at 5:00 PM Eliza9th A. Neville Southold Town Clerk RESO 2021-625 Summary for Public Hearing for Mattituck Farm Holdings Development Rights Acquisition THE PUBLIC HEARING THIS AFTERNOON IS FOR THE PROPOSED DEVELOPMENT RIGHTS ACQUISITION ON PROPERTY OWNED BY MATTITUCK FARM HOLDINGS, LLC.. THE TOWN PROPOSES TO PURCHASE SIX (6) SEPARATE DEVELOPMENT RIGHTS EASEMENTS, ON ALL OR PART OF PARCELS LOCATED AT: 4710 OREGON ROAD 5780 OREGON ROAD 7040 OREGON ROAD 8500 ALVAH'S LANE 8820 ALVAH'S LANE 19285 COUNTY ROAD 48 AND 19155 COUNTY ROAD 48, IN CUTCHOGUE, NEW YORK. THE TOTAL ACREAGE, OF THE PARCELS IS APPROXIMATELY 106 ACRES. THE PARCELS ARE SITUATED IN THE AGRICULTURAL- CONSERVATION (A-C) ZONING DISTRICT, ARE COMPRISED OF PRIME SOILS, ARE IN ACTIVE AGRICULTURE, AND ARE LISTED ON THE TOWN'S COMMUNITY PRESERVATION PROJECT PLAN LIST OF ELIGIBLE PARCELS AS PROPERTY THAT SHOULD BE PRESERVED DUE TO ITS AGRICULTURAL VALUE AND ITS VALUE AS AN AQUIFER RECHARGE AREA. THE TOTAL ACQUISITION PRICE IS SIX MILLION DOLLARS ($6,000,000.00) AND WILL BE FUNDED BY COMMUNITY PRESERVATION FUNDS. THE FULL TEXT OF THE RESOLUTION SETTING THE PUBLIC HEARING IS AVAILABLE FOR REVIEW IN THE TOWN CLERK'S OFFICE AND ON THE TOWN'S WEB SITE. e2d55eOe-4c2b-4cc9-89ca-25c2d446elcf e.neville@town.southold.ny.us AFFIDAVIT OF PUBLICATION The Suffolk'Tunes State of New York, County of Suffolk, The undersigned is the authorized designee of Andrew Olsen, the publisher of The Suffolk Tinges,.a Weekly Newspaper published in Suffolk County, New York. I certify that the public notice, a printed copy of which is attached hereto, was printed and published in this newspaper on the following dates July 22, 2621 This newspaper has been designated by the County Clerk of Suffolk County, as a newspaper of record in this county, and as such, is eligible to publish such notices. Signature Eliot T. Putnam Printed Name Subscribed and sworn to before me, This 28 day of July 2021 L�W, nary ignat i-e m ®�4 STATE : OF NEW YORK '. w _ :NQTARY PUBLIC ALBANY � b Notary Public-Stamp ": n ' "� F�{'�°x��' y� a°dBpt°tu tt tust`° m 112 e2d55eOe-4c2b-4cc9-89ca-25c2d446eicf a.neville@btown.southold.ny.us AFFIDAVIT OF PUBLICATION The Suffolk Tildes LEGAL NOTICENOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that pursuant to_the provisions of Chapter 17 (Community,Preservation Fund)and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold will hold a public hearing on Tuesday, July 27, 2021, at 4:31 PM., at the Southold Town Hall, 53095-Main Road, Southold, New York for the purchase of development rights easements on properties owned by Mattituck Farm Holdings, LLC. The Town proposes to purchase six (6) separate development rights easements, on all or parts of parcels located at 4710 Oregon Road; 5780 Oregon Road; 7040 Oregon Road; 8500 Alvah's Lane; 8820 Alvah's Lane; 19285 County Road 48 and 19155 County Road 48 in Cutchogue, New York. The total acreage is approximately 106 acres. The parcels are situated in the Agricultural-Conservation zoning district are comprised of prime soils in active agriculture and are listed,on the,Town's Community Preservation Project Plan List as properties that should be preserved due to their agricultural value and their value as an aquifer recharge area. The total acquisition price is six million dollars,($6,000,000.00) and will be funded by Community Preservation Funds. FURTHER NOTICE,is,hereby given that a more detailed description of the above,mentioned parcels of land is on file-in the Land Preservation Department, Southold Town Hall Annex, 54375 Main Road, Southold, New York, and may be examined by any interested person during regular business hours. The full text of the resolution setting the public hearing is available for review in the Southold Town Clerk's Office and on,the Towns website: www.southoldtownny.gov Dated: July 13, 2021 BY ORDER OF THE SOUTHOLD TOWN BOARD Elizabeth A. Neville, Southold Town Clerk 113 Neville, Elizabeth From; NY Public Notices Team <support@nynewspapers.com> Sent: Monday,August 09, 20212:26 PM To: Neville, Elizabeth Subject: [SPAM] - Affidavit Attachments: Affidavits_e2d55e0e.pdf Thank you for submitting your publication request for The Suffolk Times via our online portal. Attached please find the notarized affidavit for your notice. If you have any further questions please call us at (518) 250- 4194 or email us at supportgnynewspapers.com. Please note your Confirmation ID: e2d55e0e-4c2b-4cc9-89ca-25c2d446elcf Public Notices Team NY Press Service I FBO The Suffolk Times 621 Columbia St. Ext, Ste 100 Cohoes, NY 12047 518-250-4194 supportgLiynewspapers.com 1 LEGAL NOTICE NOTICE OF PUBLIC )£-TEARING NOTICE IS HEREBY GIVEN that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold will hold a public hearing on Tuesday, July 27, 2021, at 4:31 PM., at the Southold Town Hall, 53095 Main Road, Southold,New York for the purchase of development rights easements on properties owned by Mattituck Farm Holdings, LLC. The Town proposes to purchase six (6) separate development rights easements, on all or parts of parcels located at 4710 Oregon Road; 5780 Oregon Road; 7040 Oregon Road; 8500 Alvah's Lane; 8820 Alvah's Lane; 19285 County Road 48 and 19155 County Road 48 in Cutchogue, New York. The total acreage is approximately 106 acres. The parcels are situated in the Agricultural-Conservation zoning district are comprised of prime soils in active agriculture and are listed on the Town's Community Preservation Project Plan List as properties that should be preserved due to their agricultural value and their value as an aquifer recharge area. The total acquisition price is six million dollars ($6,000,000.00) and will be funded by Community Preservation Funds. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcels of land is on file in the Land Preservation Department, Southold Town Hall Annex, 54375 Main Road, Southold, New York, and may be examined by any interested person during regular business hours. The full text of the resolution setting the public hearing is available for review in the Southold Town Clerk's Office and on the Towns website: www.southoldtownny.gov Dated: July 13, 2021 BY ORDER OF THE SOUTHOLD TOWN BOARD Elizabeth A. Neville, Southold Town Clerk STATE OF NEW YORK) SS: COUNTY OF SUFFOLK) ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold,New York being duly sworn, says that on the 191h day of July , 2021, a notice of which the annexed printed notice is a true copy was affixed, in a proper and substantial manner, in a most public place in the Town of Southold, Suffolk County, New York, to wit: Town Clerk's Bulletin Board, 53095 Main Road, Southold,New York and the Southold Town website, www.southoldtownny.gov . PH 7/29 4:30 pm, Mattituck Farm Holdings DRA 0-n tzhold abeth A.Neville Town Clerk Sworn before me this 191h day of , 2021. Notary Public LYNDA M RUDDER Notary Public, State of New York No. 01 RU6020932 Qualified in Suffolk County Commission Expires March 8,2 .9. Southold Town Board - Letter Board Meeting of July 13, 2021 RESOLUTION 2021-587 Item # 5.30 sy ADOPTED DOC ID: 17236 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2021-587 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 13, 2021: WHEREAS, Mattituck Farm Holdings, LLC, owns approximately 256± acres in Cutchogue, located between Depot Lane to the east and Elijah's Lane to the west, and between Oregon Road to the north and County Road 48 to the south; and WHEREAS, a combined total of 136± acres are subject to existing Town or County development rights easements, and the remaining lands, a combined total of 120± acres, have development rights intact; and WHEREAS, all of the properties are located within the Agricultural-Conservation (A-C) zoning district, are comprised of Prime Soils, and are in active agriculture; and WHEREAS, the properties are listed on the Town's Community Preservation Project Plan as properties that should be preserved due to their agricultural value and aquifer recharge area value; and WHEREAS, the Town proposes to purchase six (6) separate Development Rights Easements, on all or part of some of the properties owned by Mattituck Farm Holdings, LLC, on a cumulative total of 106.78± acres. Said properties are identified as all or part of SCTM #1000-95-3-3.4 (4710 Oregon Road), 1000-95-3-8 1 (5780 Oregon Road), 1000-95-4-1 (7040 Oregon Road), 1000-95-4-3.1 (8500 Alvah's Lane), 1000-95-4-5.2 (8820 Alvah's Lane), 1000-95-4-12 (19285 County Road 48) and 1000-95-4-13 (19155 County Road 48), in Cutchogue; New York, and WHEREAS, as part of the acquisition, the remaining 13± cumulative acres; including new development (reserve) areas and existing development (reserve) areas. will each be subject to the recording of a Declaration of Covenants & Restrictions simultaneously with the Easement, including a requirement that the area will remain permanent]} attached to the preserved farm. Said properties include: NeNv Development (reserve) Areas SCTM 41000-95-3-8.1 (5780 Oregon Road) SCTM 41000-95-4-1 (7040 Oregon Road)_ SCTM #1000-95-4-3.1 (8500 Ak,ah's Lane) Existing Development (reserve) Areas SCTM 41000-95.-3-3.5 (5200 OreL)on Road) SCTM n 1000-95.--4-6 1 (7990 Oregon Road) Generated July 14. 2021 Pa`e 44 ,\ Southold Town Board - Letter Board Meeting of July 13, 2021 SCTM 41000-95.-4-9.1 (8900 Oregon Road) SCTM #1000-95.-4-14.2 (8640 Oregon Road) WHEREAS, as a condition of the acquisition, the existing tax parcels known as SCTM #1000- 95.4-12 and #1000-95.4-13, each 6.5± in acres, will be merged; and WHEREAS, as a condition of the acquisition, the existing tax parcels known as SCTM #1000- 95.4-9.2 (4.3 acres subject to existing Town development rights easement) and 41000-95.-4-10 (19.5 acres subject to existing Town development rights easement), will be merged; and WHEREAS, the total acquisition purchase price is $6,000,000.00 (six million dollars), calculated to be $56,190.30 (fifty-six thousand one hundred ninety and 30/100 dollars) per buildable acre based on the 106.78± acres contemplated to be encumbered as follows: SCTM #1000-95.-3-3.4 1.98± acres at $ 111,257.00 SCTM #1000-95.-3-8.1 53.00± acres at $ 2,978,086.00 SCTM #1000-95.-4-1 10.00± acres at $ 561,903.00 SCTM #1000-95.-4-3.1 24.00± acres at $ 1,348,567.00 SCTM #1000-95.-4-5.2 4.80± acres at $ 269,713.00 SCTM 41000-95.4-12 & 13 13.00± acres at $ 730,474.00 If the final survey shows that the total acreage of the Premises is different from the 106.78± acre figure used to determining the purchase price for each easement; the final price per acre shall be adjusted such that the final purchase price remains at $6,000,000.00 (six million dollars.) The exact areas of the acquisitions are subject to Town-provided surveys acceptable to the Land Preservation Committee and the landowner; and WHEREAS, Community Preservation Funds will be used to acquire the easements and to pay for closing costs and expenses associated with the acquisitions; and WHEREAS, the Town commissioned an appraisal. by a qualified appraiser, to value the development rights and restrictive covenants on portions of the subject parcels. The Town acknowledges that the Town's purchase offer is below the fair market value as determined by the appraisal, and the landowner may be eligible to claim a bargain sale; and WHEREAS, this acquisition involves six easements_ three new development (reserve) areas; four covenants and restrictions for existing development (reserve) areas as well as two 2-lot mergers of parcels and is subject to_ and contin�-)ent upon. the Town's acquisition of the entire scope of this proposed project_ now. therefore_ be it RESOLVED that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands Preservation) of the Toxon Code. the Town Board of the Town of Southold hereby sets Tuesday, July 27, 2021 at 4:30 p.m., Southold Town lull, 53095 Main Road, Southold, NeNv fork as the time and place for a public hearing for the purchase of Generated Jul% 14. 2021 Page 45 Southold Town Board - Letter Board Meeting of July 13, 2021 Development Rights Easements, in accordance with the acquisition as detailed above, on properties owned by Mattituck Farm Holdings, LLC; and, FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcels of land are on file in Land Preservation Department, Southold Town Hall Annex, 54375 Route 25, Southold, New York, and may be examined by any interested person during business hours. g a s`L2t ' Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Nappa, Dinizio Jr, Doherty, Ghosio, Russell ABSENT: Louisa P. Evans Generated .lulu 14. 202 1 Pate 46