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HomeMy WebLinkAboutMattituck Farm Holdings, LLC Vol. 1 of 2 Farms 1-3 MATTITUCK FARM HOLDINGS, LLC (Farms 1 thru 9) to TOWN OF SOUTHOLD Closing held on December 3, 2021 Volume 1 of 2 Includes Farms 1, 2, 3 : Farm 1 SCTM #1000-95.-3-8. 1 5780 Oregon Road, Cutchogue, New York 52.53 acres — Development Rights Easement and Covenants & Restrictions Farm 2 SCTM #1000-95.-4-3. 1 8500 Alvah's Lane, Cutchogue, New York 23.81 acres — Development Rights Easement and Covenants & Restrictions Farm 3 SCTM #1000-95.-4-5.2 8820 Alvah's Lane, Cutchogue, New York 4.68 acres — Development Rights Easement A E R I A L M A P t � t t ! �'� .N �° `��+ �_ �t1 1, � � +��• k � IU4 . .•e �. �,� �'* i r � �`RY :! � �► lir` � t. Ak 41 " �, d'�,.• �' ���. �' 3•° _ + e"tet -t .r'i t A P P R A I S A L _ . P U B L I C H E A R I N G RESOLUTION 2021-587 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 permanently attached to the preserved farm. Said properties include: New Development (reserve) Areas SCTM#1000-95-3-8.1 (5780 Oregon Road) 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#1000-95.-4-9.1 (8900 Oregon Road) SCTM#1000-95.-4-14.2 (8640 Oregon Road) Resolution 2021-587 Board Meeting of July 13, 2021 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 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 contingent 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 Town Code, the Town Board of the Town of Southold hereby sets Tuesday, July 27, 2021 at 4:30 p.m., Southold Town Hall, 53095 Main Road, Southold, New York as the time and place for a public hearing for the purchase of 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. Updated: 7/13/20213:39 PM by Lynda Rudder Page 2 Resolution 2021-587 Board Meeting of July 13, 2021 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 Updated: 7/13/20213:39 PM by Lynda Rudder Page 3 e2d55eOe-4c2b-4cc9-89ca-25c2d446eicf e.nevi)le@town.southold.ny.us AFFIDAVIT OF PUBLICATIOIN The Suffolk Tihie s State of New York, County of Suffolk, The undersigned is the authorized designee of Andrew Olsen, the publisher of The Suffolk Times, 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, 2021 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 09 day of August 2021 otary Signa re STATE OF NEW PORK Iv OTARY PUBLIC NotaPublic Stam - .\NY n Notary p (^��. OIREfit9RJ-13 s"'ON 'u,u,4 u uu► e2d55eOe-4c2b-4cc9-89ca-25c2d446elcf e.neville@town.southold.ny.us AFFIDAVIT OF PUBLICATION The Suffolk Times LEGAL N07CENOTICE 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, $3095 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 S E Q R A P U R C H A S E R E S O L U T I O N -°�9UFF�K RESOLUTION 2021-625 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 27th 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 #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 permanently attached to the preserved farm. Said properties include: New Development(reserve,) Areas SCTM#1000-95-3-8.1 (5780 Oregon Road) 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) Resolution 2021-625 Board Meeting of July 27, 2021 SCTM#1000-95.-4-6.1 (7990 Oregon Road) SCTM#1000-95.-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 41000- 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 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 contingent upon, the Town's acquisition of the entire scope of this proposed project; and, 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 Updated: 7/27/2021 1:46 PM by Lynda Rudder Page 2 Resolution 2021-625 Board Meeting of July 27, 2021 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. o- Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER:Robert Ghosio, Councilman AYES: Nappa, Dinizio Jr, Doherty, Ghosio, Evans, Russell Updated: 7/27/2021 1:46 PM by Lynda Rudder Page 3 C L O S I N G S T A T E M E N T 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.-4-9.119.2 & 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) 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 IVYYIV Vl' ouulL1VLlL1 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 3-1000-95. -4-5 :2 265, 331.19 CM .8660.2.600..100 21-625 112421 FARM 471000-95. -4-1 566, 946.99 CM . 8660.2.600'.100 21-625 112421 FARM 5-1000-95. -4-12&13 727, 392.99 CM . 8G60.2.600.100 21-625:.112'4-;1-`-<- '_-:; :-'. FARM 9-1000-95. -3-3 .4 112,255 .50 n V, - rr :>%' TOTAL 6, 000, 000 .00 srl�•:'.-:.':.: '�iy'.� 'f'"'i-'f��+•t� L rtik' 1 F fl : '�.� `tHi�e i::+' ',���`��y.., i?,rs[�'2if'.�'-1r'.''1-FI'L �:r��•.,'i: '. ivM13 r+' �`F� 1.'�r'• '' i+`.ir~"'� ,"•t_F' � x'-41: I�;• � '' •� -�+4. rrv•„u-+}t #^' is t.. Srg-Y�+'�•;'•+� � � '�,� ,- 1 lr t1 "�t'yr,.�r-"+.i�jr:' T`+:',:-'`�'_,•'• .�'7;t��. `y� ii.a 'Kt+l'1�•' tia�„} !�4i�: kjj'1'_". :t.,-1 , �1 'k• };i}1' •yV F'�.` ; iii:; '.+''�{ r' "�x'�'�+ i•' r I ; i r 1 : : .. :. . ; .•, '^V JTOWV`OFSOUTKQLD ..-AUDIT,- �-%30::%',63095 MAIN-ROAD,PO•BOX 1179 soUTHOLDNY 11972�10'2417`3.a10-'3' os5s ��:•- CHECK''NO.. THE SUFFOLK CO.-NATIONAL BANK • CUTCHOGUE,NY 11935' DATE••„ /AMOUNT; ! S.iS u11/ / 0i �6<s00;0!60-5467214 ;:OfO'0 ,0'p.• ` •. ;. IX.-NIILLZON,'AND 0 10 O'!;DOLT ARS fFQt:: „ , AY, .BELVEDERE. PROPERTY MANAGEMENT �• �': T6.THE.: 1,1 :TIMES- SQUARE RIJER'. Q ZIP , L c); 3 8 TH`J- NEW FNEW YOR1Q03'.6 i {{' 147303{{' 1:0 2 140 54 641: 63 000004 0{{' r , Lawrence Indimine Consulting Corp. Invoice 18 Bailey Lane Date Invoice# Manorville,NY 11949 (631) 979-2735 2r�lizozl 1130 Bill To Town of Southold Department of Land Preservation PO Box 1179 Southold,NY 1 T971-0959 Description Amount Appraisal of Property of Mattituck Farm Holdings,LLC 8,Ob0.00 Located in Cutchouge SCTM#1000-95-3-3.4,15,3.6i 8.1,#1000-95-4-1,3.1,5.2, 12& 13 File#21023 rVIUMCM.0 F E B 2 2 2021 LAND PRESERVATION DEP? Town of Southold Thank you for your business. Total $8,000.00 ., i.J'` � r,p;;)' �i,.•ti�r-'-h.'` ":,'i �ti'"'_�' "YS''1 :�C✓.<._-r-,R• }iir�;{^;: I ' ) I - ''��;. ;i•Y''� (-•- �'r. - ..t •-its - + ''- s-'r 'c�:• .-_ a 1 'TOWN OF SOUMOLD I - ! I VENDOR 011893 LAWRENCE INDIMINE CONSULT CORP 03/09/2021 CHECK 145203 I 1 FUND & ACCOUNT ` ` P.O.# INVOICE DESCRIPTION AMOUNT CM .8660.2."500.200 34291 1130 APPRAISAL—MATT FARM HLDG 8,000.00 � I ti TOTAL 8,000.00 i a .�t-dam%• �,�,, t jq- pff mi 63 Yi I •� •F7 � � �-it-F •ris 1 - \ I r r � ;�b I C , I e .t ---------------------- - --- ----- - ------ ------- ----- ---- _ ---- •-- --- ---• ---- - ---•---- ------•- --- - - I--®— I I I � ;;?f I a -o m o 0 0 0 '• ,a a% o - o° v � Qa�• lw I ., .. ,, , •..r �..•'r i .._ ,,.. , � l")^L'r' 'r•., r ,;• •s�� , „t,,,:.•"�-.'r. .r�f� I '!i j' t TOWNOF'SO17HC1LD' AUDIT 9:/;202- t ,, •� - 53095 MAIN ROAD;PQ,'BOX 1;179,• ~•,i „,i'• i• • •���,.�-j'S:`,;5 ',,',•�, t_ i-,.I � � r :r,• r SOUTHOL'Dr-NY 1'1,97,1.0959 •, , = �.,; °.r-•; CI-YE�EC:F7p:•' -14 203• t �,� I 'r- s. _ - s,1, .. ,. ,. t �f- , I'`1 eY�,"- ,',t •a',.�r,..r.s,i _„_ Z. I - - ' - - _ � ;THE SUFFOLIC'CO.,NA710NA1 BANK' - t !Ct I CU7CHOGUE,NY 11935 ; ';:DATEt o,r.' ;I's: 's• AMOUNTsV' "I' !i �, ,r1 _ •s., is, •i i.� -.'.,,,-i i 'p '�1 1'.�•.: r s t ., ,,,}rp �• •rx 1. ,t I sitl r°r - I 50-5461214 ' :0, j�O9�r202•I•+ ,_.'F'' ;` 78,Y0100':00-i 'EIGHT,iTHQU9AND AND'•04/100^.DOLLARS r',• -'t ” •jlr l I'p `N ��•. ' - �i .1,' \'.-s 1.,-1.,`'.i;r'1),� •,i'f Is�i')1,. ,1�nt':P`f V' `', •IT 41 , �1 rE:' •+', J�', t - i � -v,l't r1 a'p• .'r, J:t •$�E�bi�-�,i t+), s J,l•• ,�I •;`,,5,f'� - ,�3.�. ,I I Ir AY, LAWRENCE MIMIIJET CONSULT CORP —�� f—�'� •' ;; `• ,,' , i ;t= I TDT E. 18 •BATLEY"AVENUE '- - ': ` - i ;?;", - •'• +' ''' ' '" "'` RDER� I r d .. c 1, '•,. V ,, ,� ,' s1t'. :,I, / •ys`'sr, c','=. ' �'' OF M�NOR�IILLE . 11949 't' •' �i: .t ;' (.�+v ', 'i' i �Ol -?? i 4 , „ • : - , . ,- , - . . ' � ;` iia; III 5 20350 2 140 54641: 63 000004 Oii• � �a.�, sus•"t. °�•,`.°,^f.�;i'a`4 c€;,�;:r y�rr""�,i�F�'cqx`°'»e'�'c•:iF:.-.=' 'rc. .;r�• .i'Y. K C k. x. y h,�p t: �Y t:-;•;',G:"`r 5's-,-,:i n'->� ;'ytrt",+'...`_ �s ->Tr?�1�'r' ry�.+�:e - ;,ai`" ".>+ .•k .it^:«-�`$ � uw!'T4� -:iY r.i:...�.;,, .z:,-;�:. �^.;`-.P. '�:- KSS,.t... ..�; �I.''s._ >;t. 'F' u`;'�:°' Via;, �,��,s.• ..�•tr.:r: tai_-, � t..c- _�,_ �- `T ,�:,: tea. ,� _.'�. �. .'•�.?�.; - .p;'_ .r•:-:-:..•'-- - - .a. ' al:-. .,y,%'.. q' .a. .f �'�.�::"�' t{ :�. .�����'. -y�=;_w• ,.�;; _,,. tea, '1 at ,•j - Y'V•l •'fes_ .i 4 Jia- {�'ti 1 r• r,M1'i ..f. .0 `,}.y _ r•:3.'..€3 E:t.;}?•::?":::;%r'p: _ .il`'('.`i,,, - •'� t ^t. ;'yy. ",�-"_ r;'.r••'. +%rte 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 Bill To: Town Of Southold 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 ': ��nn�p TAX 0% $0.00 W��t�ll U�� Total $27,500.00 PAID $0.00 SEP 1 7 2021 Balance Due $27,500.00 [LAND PRESERVATION DEPT Town of Southold 1/� tp I ,T:.',�.,1•i,cy'^—�," .^3„'!'I'd'1��. t1'G:'+° .n, n•I:iSS ;� `l'•'-1 �'�j�•-%�" c4''�'` 4`,',-s;6'`^�V,�in.�,_,��.i:U��` , I e' TOWN OF SOUTHOLD I I VENDOR 010586 JM LAND SURVEYING DPC 10/05/2021 CHECK 146820 A t 1 >Y r Gtr FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT ' 1 CM .8660.2:,600.100 35531 7156 (6)EASEMENTS—MATT FARM 27,500.00 I I. TOTAL 27,500.00 �141 1 I 1 ly - I Alt, l4j� If 07 lr5, I .YP`h. F r +l+q I •r' a7'�' A �i ! oI r'1'' +• .•'��./ � I}fir I • .f '•1lltt'jj\'1 J i �7,,• »tr I I 4hi Yl J ,r 1 i II I I ilia+ I / � I Lii . i 1, > I ,l., •,•-•r ,,,; ,.,. .n. ,,.' - r .!„, f°r�..�aT d;I'f�,i•�•J,�+Snl���i% ••�';lin�i 1,•`. I at . I - TO'W1V'OF,SOIITKHOI:D •_ ,,-- - ..AciDz�•''io/osy'2ozi;�:r'r'.•�,;;r�;, ; I ,,' •`�' s' ', 63095 MAIN ROAD;PO'BOX 9179;' •' r + ,, 4•I-t,.!• fIt;`ol�, 5�.'..I _ n^ I SOUTHOED,NY 1.1 971,0969 •� , ,,, ,c !,, �• ,,,•,CHECK'•NO�'••1468;2Q-. r, r t t} , 4':I” I ! ,!,P,! r'a•�t_{:, 7',1^{ ••1',:,,i, =�, k�f;.�• I �,, �_ ,- E SUFFOLK CO.NATIONAL BANK'' .' � - ' r { CUTCHOGUE,NY 1,1936` ,5` ,'DATE''. '.5,:'•, •+ AMOUNTIY.;.,t,5 5. Its : ... Kashin Technical Services, Inc. 1200 Veterans Memorial Hwy . Hauppauge . NY. 11788 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 I Environmental Site Assessment for property located at s/s Oregon Road, Cutchogue, NY Profesj�ional Services from SeptRmber 1, 20211 to September 23, 2021 Fee 3,900.00 Total this Invoice $3,900.00 IFUE M[ D , SEP 2 4 2021 LAND PRESERVATION olDEPT Town #;e 7 TOWN OF SOUTHOLD, VENDOR 003086 CASHIN TECHNICAL SERVICES, INC 10/05/2021 CHECK 146785 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION 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 rr CM .8660.2.600.100 35529 0921001C PHS1-MATT FRM-95.-4-5.2 650.00 CM .8660.2.1500.100 35529 0921001C PHS1-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 PHS1-MTT FRM-95.-3-3.4 650.00 TOTAL 900.00 q ti i-i 4t;-1.4 ip It r- ---- --- ---- -- zo Aij L I- Of : ---------- ---- ----------- - ----- ----- -------- - ---- ----- -- - ----------- --- _- --------------- A WE WN v TZIW��� tbWN OFSOUTH6Lb AUDIT 53095'MAIN ROAD,PO BOX 1,179, SOUTHOLD,NY 11971-0959 CHECK,No.;.;146,78'5 THE SUFFOLK CO.NATIONAL BANK -DATE CUTCHOGUE,NY'l 1935 AMOUNT 0'5--/'2 0 2 1, 9 0`0 00 L "�ZE "�H'OUSAXD-)NINE 'HUNDRED AND 00 r'-p ti v TECHNICAL SERVICES, .INCA HIGHWAY' 0-0,"Y;TEMEMORIAL 4 RAN T To HAUPPAUGE NY 01idER 1117 98 OF I I, G 78 S 1:0 2 1405461,1: '63 000004D[I- //PstewartTitle No. 7117465,6 TITLE Invoice No. 7117465601 Invoice Date 11/23/2021 10:05 AM CLOSINi3'INFORMATION PARTIES 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 REFERENCE 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 SERVICES1 1 S. 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)(1 1 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 Affirstewart 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. RECEIPTS 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 �stewar°t ' Title No. 71174657 TITLE Invoice No. 7117465701 Invoice Date 11/23/2021 11:21 AM 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/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 / / 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 SERVICES PROVIDED 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 ApAstewart 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: $12,373.00 $12,373.00 $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 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 ]W AwAstewart - 11Z ' Title No. 71174658 TITLE Invoice No. 7117465801 Invoice Date 11/22/2021 04:10 PM 'CLOSING1 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 $566,946.99 Loan Amount $0.00 REFERENCE INFORMATION 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 SERVICES PROVIDED PROM=yogumm, PREMIUM: Fee Insurance(Liability Amount:$566,946.99) $2,248.00 $2,243.00 ENDORSEMENTS: SEARCH FEES: Certified Copies` $200.00 $200.00 POST CLOSING REQUEST FOR CERTIFIED COPIES OF INSTRUMENTS BEING PRESENTED FOR RECORDING! RECORDING FEES: Recording Fees $755.00 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 TILE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES:(TRANSFER/MANSION/MORTGAGE) Peconic Bav Regional Town Transfer Tax(58.338.94) EXL"1\4PT NYS Transfer Ta;(usually paid by seller)(52.268.00) EXEMPT Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue.Suite 302 Page 1 of 3 While Plains,New York 10604.Atln.:Accounting //Pstewart Invoice No.7]]746580] 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. I Z1 DID]0111 W CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT PLEASE READ THE FOLLOWING IMPORTANT INFORMATION: I. 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. Estintrrled 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. Adtlitiorta/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 tinle of closing. i f closing is 2 howl 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 xvill 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/nvnletro Please remit payment to Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 2 of 3 White Plains.New York 10604.Aun.:Accounting -Arstewart Title No. 71174659 TITLE Invoice No. 71 17465901 Invoice Date 11/22/2021 03:48 PM CLOSING 1 / ' 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 TIO 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 $200.00 POST CLOSING REQUEST FOR CERTIFIED COPIES OF INSTRUMENTS BEING PRESENTED FOR RECORDING! RECORDING FEES: Recording Fees 5755.00 5755.00 Easement Agreement(22 pgs) 5405.00 2 TP-584 S10.00 C&R(7 p-s)5330.00 2 TP-584 S 10.00 NOTE:CERTIFIED COPIES TO BE REQUESTED AT THE TIME OF RECORDATION AND PROVIDED TO APPLICANT! TAXES:(TRANSFER/MANSION/MORTGAGE) Peconic Bay Re,ional Town Transfer Tax($23,998.02) EXEMPT NYS Transfer Tax(usually paid by seller)(55.400.00) EXEMVI" Please remit payment to:Stewart Title Insurance Company.711 Westchester Avenue.Suite 302 Page 1 of 3 White Plains,New York 10604,Attn.:Accounting Ao^sitewart 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 1 $0.00 $0.00 1 $0.00 TOTAL:j $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 IDISCLAIMER PLEASE READ THE FOLLOWING IMPORTANT INFORMATION: I. 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 5100.00 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$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.siewart.conl/nvnletro Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 2 of 3 White Plains.New York 10604,Attn.:Accounting APstewaft lek1e)Lei Title No. 71 174660 TITLE Invoice No. 7117466001 Invoice Date 11/22/2021 04:03 PM CLOSING • ' • 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 PROVEDED 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 S415.00 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(52,306.62) EXEMPT NYS Transfer Tax(usually paid by seller)($1,062.00) EXEMPT Please remit payment to:Stewart Title Insurance Company,711 Westchester Avenue,Suite 302 Page 1 of 3 White Plains,New York 10604.A11n.:Accounting //Pstewaft Invoice No.71]'1466001 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 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. - Estimetted lnvoic•e: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 Hoar 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 T1RSA Rate Manual Section 2(G):"The Company;nay 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. Arjaurnments:Title and tax continuation fees will be invoiced as applicable for closings adjourned less than 24 hours from time of scheduled closing. An ac journnlent fee of$200.00 will be invoiced\vhen the title closer has appeared at closing but closing is adjourned For our Schedule of Fees please refer to our website:www.stewart.conl/nvnletro 1 Please remit payment to:Stewart Title Insurance Company.711 Westchester Avenue,Suite 302 Page 2 of 3 While Plains,New York 10604.Attn..Accounting /Wkstiewart " Title No. 71174661 TITLE Invoice No. 7117466101 Invoice Date 11/22/2021 04:19 PM CLOSING INFORMATION. P 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. r 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 BuyerBorrower 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 Mattituck Farm Holdings LLC Buyer/Borrower Town of Southold SERVICES PROVIDED �":'sIRIL © b'rrsti_ llTtiso._ ' li`•a:d.- -- - , ';,ti 1 ;hip 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 1NSTRUNIENT 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 While Plains.New York 10604,Attn.:Accounting ffPstewaft 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. !14 Dtletalw4m— CHECKS PAYABLE TO STIC AMOUNT CHECKS PAYABLE TO OTHER AMOUNT 1 Please remit payment to:Stewart Title Insurance Company.711 Westchester Avenue,Suite 302 Page 2 of 4 White Plains,New York 10604.Attn.:Accounting INV //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 CU.STOMER 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 SERVICESTROVIDED 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 :�]174:66- :-..• TITLE CLOSER ATTDNC FEE 3,736. 00 CM . 8660.2.600.100 21-_625-'$11�p[8}03t.01 - DEV RGHTS EASMNT/C&R'S 2,045, 00 -- r- ,v.t, •'��t.S T.,.h" `etl� L=�L. `.�'a`' st' •'..-,s. Jf a� rTOTAL 32,381. 00 MT 4- MEN.. :y • ry�r� {rYj�Uh'��,.-+'a�.N'.:x�T'�a h tit rir}i. N SEI Ai- •1r :I-t tea, T.rill., w, 9b `I t t TOW1V OF.SOUTHOLD 53096'MAINROAD:PoBOX ll7s;.,. :P,UDI2'.'11 SOUTHOLD,NYA1971-095s CHECK` NO. ',:1�`T359: THE SUFFOLK CO:NATIONAL BANK CUTCHOGUE,NY 11935 • AMOUNT. a 11 3:0 2 0 2 lt. �'$:- 3',8'1•:0 0"�`�. 50=54 2 TNT'.' : AND THREE,HUNDRED THIR.7Y' 0.• THOUS EYGHTY ONE``'1ND `0p/100.. DOLVARS f. F: Q 1'. " • �-4 Y. STEWART TITLE..'INS.URANGE. 'CO. a' y HE. 7'11" WESTCHESTER AVE' SU-I E 302RDER= . :WHITE PLAINS .. r NS'NY'1060 : 4• • yid! ��' 147359116 1:0 2 140 54 641: 63 000004 0 n P R O P E R T Y R E C O R D S Sr�FFO(q� OFFICE LOCATION: MELISSA A.SPIRO Oho COG Town Hall Annex LAND PRESERVATION COORDINATOR �� .fes 54375 State Route 25 melissa.spiro@town.southold.ny.us a .G (corner of Main Rd&Youngs Ave) C* 2 Southold,New York Telephone(631)765-5711 y. Facsimile(631)765-6640 Oy MAILING ADDRESS: www.southoldtownny.gov j � 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 Grantor to 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& 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 F is 1�4 + t k � .\� ����, � �, � ♦"yrs s u r A 1p e 5' Mattituck Farm Holdings C �^ { c3 Farmland-Existing PDR t; Development Area nFarmland-New PDR +f 0 500 1,000USFeet Mattituck Farm Holdings LLC Town Development Sources:PeronicLand Trust,NYS ITS GIs Program Office,Suffolk County Real Property Tax Service Agency Town of Southold NY Prepared By:James Mccomb on Nov 7,2021 Rights Pureha se Spatial Reference:NAD 1983 StatePlane New York Long Island FIDS 3104 Feet N E W S A R T I C L E 06.01.2021 The Suffolk Times Southold approves purchase of development rights to nearly 107 acres By Brianne Ledda The Town of Southold approved the purchase of the development rights and easements on nearly 107 acres of land in Cutchogue from Mattituck Farm Holdings, LLC at a town board meeting Tuesday night. The town approved the $6 million purchase through the Community Preservation Fund to preserve the property for its "agricultural value and its value as an aquifer recharge area." The land, which is in the agricultural conservation zoning district, is active farmland "comprised of prime soils" and listed on the Community Preservation Project Plan list of eligible parcels. At a public hearing, Southold's land preservation coordinator Melissa Spiro thanked the landowner for offering the development rights at a price "substantially" lower than their appraised value. She noted the significance of the parcels—located along Oregon Road,Alvahs Lane, Depot Lane and County Road 48—speculating that as a cumulative project it may be the largest farmland development rights purchase made under the town's program. "A typical project involves one, maybe two tax parcels. This project is a bit more complicated as it involves multiple tax parcels,resulting in six separate easements," she said. "Preservation of these properties will expand and connect existing blocks of preserved farms and ... will result in a large contiguous block of preserved farmland." Mattituck Farm Holdings owns approximately 256 acres of contiguous tax parcels in the area, according to Ms. Spiro. Of those acres, 136 were already subject.to town or county development right easements, leaving about 120 with development rights intact. The town's newly approved purchase is among those 120 acres. Ms. Spiro said as part of the acquisition conditions, the development areas have been placed so that they will remain permanently attached to the preserved farm areas, some of which are vacant or"contain existing dwellings or other improvements." Melanie Cirillo, vice president at Peconic Land Trust—which helped facilitate the acquisition —thanked the town and landowner at the public hearing as well. "It's a significant property, actively farmed, beautiful prime soils," she said. "We're so appreciative that the landowner was so willing to negotiate and work with the town to protect this property." l FARM 1 SCTM # 1000-95 .-3-8. 1 Premises: 5780 Oregon Road, Cutchogue, New York 52.53 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Easement dated December 3, 2021 Recorded February 25, 2022 Suffolk County Clerk — Liber 13144, Page 505 Covenants & Restrictions dated December 3, 2021 Recorded February 25, 2022 Suffolk County Clerk — Liber 13144, Page 506 R E C O R D E D E A S E M E N T 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: D00013144 PAGE : 505 District: Section: Block: Lot: 1000 095. 00 03 .00 008 . 001 EXAMINED AND CHARGED AS FOLLOWS Amount: $2, 978,172 .55 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $120 . 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 $30 . 00 NO RPT3 � $200 : 00 ` '"""- NO Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $395 . 00 TRANSFER TAX NUMBER: 21-25155 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County r 12 of pages RECORDED 2022 Feb 25 11;27:1?. qt'! This document will be public CLERK OF record. Please remove all SUFFOLK COIii!-Y Social Security Numbers L D000131144 prior to recording. P 505 DT# 2i-25155 Deed/Mortgage Instrument Deed Mortgage Tax Stamp Recording/Filing Stamps 3 1 FEES Page/Filing Fee Mortgage Amt. 1.Basic Tax Handling 20. 00 -584 2. Additional Tax T P Sub Total Notation Spec./Assit. or EA-52 17(County) SubTotal Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Held forAppointment— Comm.of Ed. S. 00 TrartsferTax Affidavit Mansion Tax rtifiedCopy '3 The property covered by this mortgage Is 0 — or will be improved by a one or two NYS Surcharge is. 00 Sub Total family dwelling only. YES------OrNO Other Grand Total If NO,see appropriate tax clause on ge k_of this instrument. Ir I a 4 Dist./ 6T Community Preservation F S 22005988 1000 09500 0300 0080 1 Fund Real Property p T S Consideration amount$. � '�` Tax Service R SMI A Agency 10-FEB- pill 110111 CPF Tax Due Verification Improved Sattsfactions/DischargesICRe'eases"s' ro'TO: Owners Mailing Address CORD 8,WTURN Vacant Land wq'w TD 10 ph., ijay 1179 TD Joalhel.-1 1,1V- IlVkO957 TD Mail to:Judith A.Pascale,Suffolk County Clerk 7 Title Company information 310 Center Drive, Riverhead, NY 11.901 Co.Name www.suffolkcountyny.gov/clerk Title# W/11 Suffolk County Recording/& Endorsement Page This page forms part of the attached made bv: (SPECIFY TY15E OF INSTRUMENT) ffl'/M�h1•,(`A/l/17&O-11ZI—W145, ZZ/d The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of 0/ jeWlh.91d In the VILLAGE or HAMLET of i (Ih'17d g le BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over - qu� 1 GRANT OF DEVELOPMENT RIGHTS EASEMENT lis fd THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on 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 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 _ 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 5.5/100 ($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. T 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 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 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 y 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 it 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 11) -` 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 NO 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 0.03, 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 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 r_ 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: Peter Talty, ice President/ 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: , Scott A. Russell, Supervisor STATE OF NEW YORK) COUNTYOFSUFFOLK) SS.' On the )0 day of U1nJ,1 , in the year 2021 before me, the undersigned, personally appeared ?elff C/X 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(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 51gnatur%f lbe of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York STATE OF NEW YORK) No. OIGI6094250 Qualified in Suffolk County COUNTYOFSUFFOLK) SS.' Commission Expires June 16, 2023 On this day of /-�1-tF1.r" �/ , 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(ies), 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. Signator%fflceotindividual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. O I GI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 20 ..stewart —TtTLr=- 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; ',IUNNING THENCE South 55 degrees 26 minutes 50 seconds West along last-mentioned land and land .zow 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 eet;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) - a n, stewan 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) - bqI O N\ KEY eacral kt -0k:� /� 11 <'r g TOTAL AREA=54.63 ACRES rov xm � �d�U Np =52.53 ACRES p0a1�1.p� 0 SUFFOLK COUNTY TAX MAP# NpA to N \ f000-95.03-8.f `9 p'�p0.k9s*Np N _J 4 l� �q Sum a¢ C Tow - pNOO �IT Suffolk SC.T.M.A soma 1"= loc GR WOW la: � Torn of Soulhold w^�Plorie.(g3yT2a4esz Molhle[k Form Holdings,LLC T r.o.er.ttpe,SmilNlar-n.N.T.1118] Sleeorl Llle hlsvronce Co. it I1 C 0 v E N A N T S R E . S T R I C T I O N S IIIIIIIIIIII VIII VIII VIII VIII VIII 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: D00013144 PAGE : 506 District: Section: Block: Lot: '-000 095 . 00 03 . 00 008 . 001 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $0 . 00 Received the Following Fees For Above Instrument Exempt - . Exempt Exempt Page/Filing $50 . 00 NO Handling $20 . 00. T' NO COE $5 . 00 NO NYS SRCHG $15.00 NO TP-584 $5 . 00 NO Notation Cert.Co ies 12 . 50 NO RPT $0 . 00 NO , P $ $2 00 . 00NO Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $307 .50 TRANSFER TAX NUMBER: 21-25156 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County 'Number of pages 2112.. Fc,', T5 11a2l:ti 41 This document will be public TMITH P. FF4SCPL`E. record.Please remove all CLERK SCIF170LK Social Security Numbers L D0001=;144 prior to recording. P `10� DT# 21-255-156 Deed/Mortgage Instrument Deed Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. 1.Basic Tax Handling 20. 00 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. or EA-52 17(County) SubTota,__2_E Spec./Add. EA-5217(Stke) TOT.MTG.TAX R.P.T.S.A. Dual Town -Dual County — Held forAppointment Comm.of Ed. 5. 00 TransferTax Affidavit Mansion Tax Certified�C.pp vy The property covered by this mortgage is or will be,,improved by a one or two NYS Surcharge is. 00 Sub Total L family dwelling only. c�3c;) Other YES orNO Grand Total 7 r If NO, see appropriate tax clause on age#_Ofthis instrument. Disl.l(), 00 4771743 1000 •09500 0300 008001 5 Community Preservation Fund Real Property p T S Consideration Amount$ Tax Service R SMI A 11111111111111111011 1111111111111 --C—' Agency 10-FEB-22 CPF Tax Due Verification Satisfactions/Discharges Releases List Proqqrty owners MailingAddress Improved 6 R111CORD&RETURN 0: III-foulhold Vacant Land A-1 -5-3675,1vell'g, " TI) TD Ahl//91/- TD Mail to:Judith A.Pascale,Suffolk County Clerk 7 .1 Title Company Information 310 Center Drive, Riverhead-, NY 11901 www.suffolkcountyny.gov/clerk Co.Name&&±± A-11nItYl /9/41 Title# '111V-1b57 .8 Suffolk County Recording & Endorsement Page This page forms part of the attached (11)V"jl)lj-4/-5-&I"/&/Z-z')%05 —made by: (SPECIFYTYPE OF INSTRUMENT) /1)r.!/-I h1d hJIM �>o�, -�5' l Ld The premises herein is situated in 4A__" SUFFOLK COUNTY,NEWYORK. TO In the TOWN of I fjumaw joL�4 6 :SOU/AloI& In the VILLAGE or HAMLET of CUL& 6 e 4z BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY.PRIOR TO RECORDING OR FILING. (oveFT f `7 q r/rr F DECLARATION`OF COVENANTS AND RESTRICTIONS r� THIS DECLARATION, made as of the 11!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 5780 Oregon Road, Cutchogue in the Town of Southold, County of Suffolk, and State of New York designated as SCTM #1.000-95.-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'forthin Section 3.03 of the Grant of Development Rights Easement which reads as follows: cn.m :m.„.sv.wno _ �Pl�g !r/ 1 s' 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. M UCK FARM HOLDINGS, LLC J By: Peter Talty, ce President STATE OF NEW YORK ) ss.: COUNTY OF SUFFOLK ) On the day of /L'f�,�'� (P� , 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. 4,kle Notary Public Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 i Pr ,gyp.• ` `, R3 PP Opp '• •; 4 \ * (�pp6AP 'Vs s S� P� X41 IrA- r 5L OP `G\ � mDema, �• �` 7 �\ PI �5. 91,616 Nh� yS�%, zia wm W MAP r1=boor \ ; x TOTAL AREA=54.63 ACRES = 52.3Ar Em��n�Nx m �'� =52.53 ACRES V.� SWO&COMYTAKMMP# --� f000-95-03-8.1 D to "00 tit r eel Survey of Property 661 0• �4 _ 0 Cutchogue Town of iwrm srmverrrvc Suffolk Count,Southold New York " S.C.T.M.NO.1000-95-mAf Scale 1'=100' September 10,2021 ferlikd lo: GRAPHIC SCALE Jm d Southold e Pbmm(ee1)7244ea MalRuck Farm Holdups,LIC m r.o.eo.rase,sn,nnro.e,N.Y.11787 Sleead Me Nsvranae Ce. 6 l a m*)R war EXHIBIT "B" ///Pste —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) - f stewart EXHIBIT "C" 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 eet;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) - 7 !t � -f' stewart 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) - 1 �+ t r EXHIBIT "D" _'r. u _"__.- ._ 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) - µ;o � r ,aaaw�.,aas nc em,a��.e.E. rr opo ♦r 0.�p�4 0 nt v� Mll I,— w n? s �^ 6pttiQOp v, ..�.. 5T. 01 SITr 9 •cQ, 601"r r.rr msuu V R.mM Aw �i>•� ' 210 xm �� KEY MAP f' =600' \ � l a TOM AREA=54.63 ACRES � ay roa o>e.�a«snh mean as 51.53 ACRES 4 f2 SUEFOIRCOUNTY TAXMAP# !00045-03-8.f r s 4 '1 p16 Ile S FFA MYY 4� � Survey of Property 66�' 00. 50.0 .-1 Cutchogue 10 Town of Southold rum saxPsrwc Suffolk County, Ney! York S.C.T.M.NO.1000-9543-8.1 Scale 1"= 100' Sepfember 10,2021 Cerbred to: GRAPHIC SCALE Town of Southold Phone:(ae1)7zsmaz11oflfluck Farm ffokbp,LLC P.D.Be.1488,Smllhi—,N.Y.11]8] SI—d rive 1-ro.,Co. r a�u-mox T I T L E P O L I C Y ALTA Owner's Policy(06-17-06) .. POLICY OF TITLE INSURANCE ISSUED BY //o^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: John Frates .— 19$7 a'3 President and General Counsel Craig Gal en rq Division P e - ent David Hisey Secretary If you want information about coverage or need assistance to resolve complaints,please call our toll free number: 1-800-4�3-0014. 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 tothe 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,attomeys'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 govemmental 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 S. 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 S(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 tens"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; I instrument, including one evidenced by electronic means authorized by law. (C) successors to an Insured by its conversion to another d of Entity; (i) "Public Records": Records established under state statutes at kind of Policy for the purpose of imparting constructive notice of a grantee of an Insured under a deed delivered without 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 the records of the clerk of the United States District Court for the named Insured„ district where the Land is located. (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity (1) '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 r 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 purchaserfrom 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 liablefor 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 S. 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.: 0-8911-000917899 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 r (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 (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 42n1 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. IF Serial No.: 0-8911-000917899 File No.:71174657 et- i` w Policy Number: 0-8911-000917899 .��ii 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 o 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) - ���� ft �1��'� Policy Number: 0-8911-000917899 ��ii 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; t 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) - J V Policy Number: 0-8911-000917899 stewartDate 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) - ��� rt L�` � Policy Number: 0-8911-000917899 steI .��ii Date of Policy: December 3, 2021 r~ File Number: 71174657 t 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)- stew �f itleu Policy Number: 0-8911-000917899 .+►YY `} 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) - stag A ,art }itio Policy Number: 0-8911-000917899 YY ` 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 alien not yet due and payable. -Schedule B Part I(Page 1 of 1) - stew �raft thio Policy Number: 0-8911-000917899 YY Date of Policy: December 3, 2021 Pile 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: John Prates 1987 President and General Counsel ho d.6 Agent avid Hisoy 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) step A dart titin Policy Number: 0-8911-000917899 VAI 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: �+sv �' Po ,�. John Frates cg-= � 8?�". President andr General Counsel sir hord.Offle o Agent, T David Hisey Secretary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) E N V I R O N M E N T A L S U M M A R Y PHASE I ENVIRON MENTAL V ASESS for the property located at: Farm 1 5 780 Oregon Road Cutchogue, New York f SCTM # 1000-95-3-8. 1 Owner: Mattituck Farm Holdings, LLC Town of Southold, NY prepared for: Town of Southold Department of Land Preservation Town Hall Annex 54375 State Route 25 Mattituck, NY 11971 -0959 prepared by: Cashin Tec. ica ervlces, Inc. Engineering •Pl, .1tii L n ; ,uction Management 1200 Veterans Memorial Hight 1jT, �tu�ip i!es-, °,w York 11788 - (631) 348-7600 SEPTEMBER 23, 2021 PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 1 5780 OREGON ROAD CUTCHOGUE,NEW YORK SCTM#1000-95-3-8.1 OWNER: MATTITUCK FARM HOLDINGS,LLC TOWN OF SOUTHOLD,NY PREPARED FOR: TOWN OF SOUTHOLD DEPARTMENT OF LAND PRESERVATION TOWN HALL ANNEX 54375 STATE ROUTE 25 MATTITUCK,NY 11971-0959 PREPARED BY: CASHIN TECHNICAL SERVICES, INC. 1200 VETERANS MEMORIAL HIGHWAY HAUPPAUGE, NEW YORK 11788 21CTS.003 September 23,2021 Cashin Technical Services, Inc. PHASE 1 ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 1 5780 OREGON ROAD CUTCHOGUE,NEW YORK SCTM#1000-95-3-8.1 OWNER: MATTITUCK FARM HOLDINGS,LLC TOWN OF SOUTHOLD,NY EXECUTIVE SUMMARY This report outlines the findings of a Phase I Environmental Site Assessment (ESA)prepared for the Town of Southold by Cashin Technical Services, Inc. (CTS) for the subject property located at 5780 Oregon Road, Cutchogue, NY referred to as Farm 1. The subject property consists of approximately 53.3 acres of cultivated fields. The proposed development rights easement area is currently comprised of active farmland, currently planted with coin and grain. No significant structures are present on the easement area. Farm 1 includes an approximately two-acre development area not subject to inspection for this ESA, per direction from the Town. The subject farm property is bordered by Oregon Road on the north and Alvahs Lane on the east. The field inspection was conducted on September 10, 2021 by an Environmental Professional from CTS. CTS accessed the parcel from Oregon Road .and unpaved roads that extended along much of perimeter of the property. Site access was arranged through the property owner representative,Peter Talty, and the property manager, Troy Muller. Based on the review of the available historical data for the past 60 years, the subject property appears to have historically been used for agricultural purposes. According to the property manager, the subject property has been used for agricultural purposes, and does not have any ES-] Cashin Technical Services, Inc. structures or buildings. The inspection of the property did not find any significant structures, buildings, and storage tanks, and no evidence of hazardous materials. The site does not appear on any of the reviewed environmental databases. Locations within the surrounding area that appeared in the reviewed databases are not concerns regarding potential contaminant migration and impacts to subject property conditions. No Recognized Environmental Conditions (RECs) were identified by this assessment for the subject property. The following Business Environmental Risk issues were found to be associated with the subject site: _ 'Reeopnized Environmental Conditions:MECsI None Identified. Historic:Recagnized Environmental Conditions None identified. Controlled-.Rgcoginized-Enwiromm'Lintai-.C'onditions:(RECs) None identified. De Minimis Conditions None identified. ES-2 Cashin Technical Services, Inc. i Business Environmental Risk Issues Current and Historic Agricultural Use: Due to the historic agricultural use of the subject property, as well as adjoining properties, it is assumed that pesticides, herbicides and fertilizers have been used over a prolonged time period. Regional contamination of shallow groundwater from pesticide use has been thoroughly documented for much of eastern Long Island. Soil contamination has also been documented for lands under long-term agricultural use in the North Fork. As this is a regional issue, there are no site-specific recommendations for the subject property. ES-3 Cashin Technical Services, Inc. N Y S A G M K T S W A I V E R `- -' NEWYORK STATE OF Agriculture OPPORTUNITY and Markets KATHY HOCHUL RICHARD A.BALL Governor Commissioner June 6, 2022 Melissa Spiro Department of Land Preservation Town of Southold PO Box 1179 Southold, NY 11971-0959 Re: Waiver—Town of Southold, Suffolk County—Acquisition of an Interest in Land Dear Ms. Spiro: The Department has reviewed documentation submitted by The Town of Southold to waive the Notice of Intent filing requirements in Section 305(4) of the Agriculture and Markets Law in connection with the acquisition of an interest in land within Suffolk County Agricultural r District No. 1. The documentation includes a waiver signed by Mattiuck Farm Holdings, ' LLC, for approximately 52.53-acres of active farmland (Tax Parcel ID No 1000-095.00- 03.00-008.001) located in the Town of Cutchogue. The above waiver meets the requirements of Section 305(4)(d) and 1 NYCRR Section 371.8. Therefore, the Notice of Intent filing requirements in paragraphs (b) and (c) of subdivision (4) are deemed waived for acquisition of an interest land on the referenced parcel by the Town of Southold. Should the project encompass other parcels of more than one acre from an active farm, or ten acres or more from the district, the Section 305(4) Notice provisions could still apply to those parcels. You are reminded that waiving the filing requirements in paragraphs (b) and (c) of subdivision (4) does not relieve the Town of Mattituck its obligation under paragraph (a) to use all practicable means in undertaking a proposed action to minimize or avoid adverse impacts on agriculture within agricultural districts. If you have any questions, please feel free to contact me. Sincerely, �64j� Kate Tylutki Senior Environmental Analyst cc: Ken Schmitt, Chair, Suffolk County AFPB 22-038W ( WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of 52.53 acres of active farmland and/or 0 acres of non- farmland, situated at Suffolk County Tax Map No. 1000-95.-3-8.1 that is proposed to be acquired by the Town of Southold in Suffolk County Agricultural District #1, pursuant to Section 305 (4)(d) of the New York State Agriculture and Markets Law, hereby waive my right to require the Town of Southold to file with the Commissioner of Agriculture and Markets and the County Agricultural and Farmland Protection Board a Preliminary and Final Notice of Intent in accordance with paragraphs (b) and (c) of section 305(4) of the Agriculture and Markets Law. Project Sponsor: Landowner: TOWN OF SOUTHOLD MATTITUCK FARM HOLDINGS, LLC By: i Scott A. Russell, Supervisor Peter Talty, Oent 53095 Main Road (NYS Rt 25) 2299 North Sea Road P.O. Box 1179 Southampton, NY 11968 Southold, NY 11971 STATE OF .NEW YORK) ss: COUNTY OF SUFFOLK) On the �"` day of , 2021, before me personally appeared SCOTT A. RUSSELL, personally known to me or provided to me on the basis of J 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 as Supervisor of the TOWN OF SOUTHOLD; and that by his signature on the instrument, the individual, or the municipal corporation upon behalf of which the individual acted, executed the instrument. Notary Public c D(31A�UJJ-00 N0' 6LJC.STATE OF tin ORS STATE OF NEW YORK) ru don No.olGlE09 slined in Suffolk count/ ss. Ccsion ETs Tuna lo,2023 COUNTY OF SUFFOLK) On the , nday of ,�C'�/ b, , 2021, before me personally appeared PETER TALTY, personally known to me or provided 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 as an Agent for MATTITUCK FARM HOLDINGS, LLC, and that by his signature on the instrument, the individual, or the limited liability corporation upon behalf of which the individual acted, executed the instrument. No at ry Public I..._�37 D rIARRA 71AN0 pU'BLIC.S'G',TE OF Iii YOFX -ps tia?;cnl?o.01G16094250 Qualified in Suffdk CG-tJ Cr,;;._us;on 1 u iris J"e 16,2023 --i I' � OFFICE LOCATION: MELISSA A. SPIRO *®f SO�j� Town Hall Annex LAND PRESERVATION COORDINATOR ® ®�® 54375 State Route 25 melissa.spiro@w ton.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 cos �e MAILING ADDRESS: www.southoldtownny.gov P.O. Box 1179 C®U��'� Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD April 21,2022 Kate Tylutki Senior Environmental Analyst Agricultural Protection Unit NYS Department of Agriculture and Markets IOB Airline Drive Albany,NY 12235 Re: MATTITUCK FARM HOLDINGS,LLC to TOWN OF SOUTHOLD SCTM#1000-95.-3-8.1 Dear Ms.Tylutki: Enclosed please find the"Waiver—NYS Department of Agriculture and Markets"that was executed by Southold Town Supervisor Scott A.Russell and Peter Talty,Vice President of Mattituck Farm Holdings, LLC at a closing held on December 3,2021 for a development rights easement on farmland identified as SCTM#1000-95.-3-8.1. Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings, LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: February 25,2022 LIBER: D00013144 PAGE: 505 LOCATION: 5780 Oregon Road, Cutchogue EASEMENT ACREAGE: 52.53 acres SUFFOLK CO TAX MAP#: 1000-095.00-03.00-008.001 Please provide me with a written acknowledgment of your receipt of the waiver at your earliest opportunity. For convenience,please send via email to melissa.spiro@town.southold.ny.us and melanie.doroski a,town.southold.n y�us Thank you. Sincerely, Melissa Spiro Land Preservation Coordinator /md enc. N Y S D E C R E G I S T R Y NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION Division of Lands and Forests,Bureau of Real Property 625 Broadway,5th Floor,Albany,New York 12233-4250 P:(518)402-9442 1 F:(518)402-90281 Landsforests@dec.ny.gov _ www.dec.ny.gov -October 25, 2022 Melanie Doroski Land Management Specialist II Town of Southold Land Preservation Department Southold, NY 11971-0959 Dear Ms. Doroski: We received the following conservation easements in our office on May 20, 2022: CE: Suffolk 070 (( aJ Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013144, Page 505 Recorded: 2/15/2022 CE: Suffolk 0705 (Farm 2) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013147, Page 608 Recorded: 3/17/2022 CE: Suffolk 0706 (Farm 3) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013147, Page 610 Recorded: 3/17/2022 CE: Suffolk 0707 (Farm 4) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013144, Page 503 Recorded: 2/25/2022 CE: Suffolk 0708 (Farm 5) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013146, Page 997 Recorded: 3/14/2022 EWYORK I Depro ment of STAR OP OPApR7UlttPf Environmentalal Conservation CE: Suffolk 0709 (Farm 9) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013156, Page 531 Recorded: 5/1-8/2022 The conservation easements cited above have been identified for our indexing and filing purposes. These numbers may be needed for the landowner to claim a conservation easement tax credit; however, please refer to the instructions for filing at NYS Department of Taxation and Finance form IT-242-1 (excerpt below in italics). Note:A taxpayer should maintain adequate records to substantiate the conservation easement's compliance with the provisions of IRC 170(h): -This includes, but is not limited to,,a copy of federal Form 8283, Noncash Charitable Contributions, for the year-of the donation. Also acceptable is a letferfrom the public or private conservation agency stating that the conservation easement was donated or purchased: •for no consideration or a nominal amount, or •for less than fair market value(FM V), proyided, in this case, the letter is accompanied by an appraisal indicating the FMV of the conservation easenient'that was made at the'time of the purchase of the easement. The appraisal must be made by 8�qualified appraiser as defined in federal regulations section 1. 170A-1.3(c)(5). However, dedications of land for open space through the execution of conservation easements for the purpose of fulfilling density requirements to obtain subdivision or building permits are not considered a conservation easement for purposes of this credit. It is suggested that the taxpayer consult their accountant or New York State Taxation and Finance with.questions. When contacting this office about these parcels, please use the assigned conservation easement numbers. Thank you. Sincerely, ��/711t c1���1lGLf'�OOI Lynn M. Lindskoog Real Estate Specialist 1 Bureau of Real Property Iml Doroski, Melanie rrom: Doroski, Melanie Sent: Friday, November 04, 2022 12:59 PM To: David Dubin Cc: Spiro, Melissa Subject: Mattituck Farm Holdings - NYSDEC Registry#'s Attachments: NYS DEC Registry Numbers.pdf Mr. Dubin: Please be advised that the Town's purchase of development rights easements on properties owned by your client, Mattituck Farm Holdings, LLC, have been officially registered with the New York State Department of Environmental Conservation. Attached is the information we received from NYSDEC with these properties' assigned identifiers. If eligible to claim a tax credit for the sale of the easements to the Town of Southold, your client will need to provide these control numbers to the Department of Taxation and Finance. -Melanie McCanie Doroski Land Management SpeciaCist II Land Preservation Department Town of South,oCcC 531-765-5711 1 OFFICE LOCATION: MELISSA A. SPIRO �,rjf S0U� Town Hall Annex LAND PRESERVATION•COORDINATOR ®�� ®�® 54375 State Route 25 melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 MAILING ADDRESS: www.southoldtownny.govP.O. Box 1179 ®U��'� Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD May 23, 2022 David Dubin, Esq. Twomey, Latham, Shea, Kelley, Dubin & Quartararo, LLP P.O. Box 9398 Riverhead,NY 11901-9398 Re: MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Dear Mr. Dubin: Enclosed you will find copies of the recorded Grant of Development Rights Easements and the Town's request to NYS DEC for conservation easement registry numbers in regard to the following Easements granted to the Town from Mattituck Farm Holdings, LLC: • Farm 1 — SCTM 41000-95.-3-8.1 • Farm 2 —SCTM#1000-95.-4-3.1 • Farm 3 —SCTM#1000-95.-4-5.2 • Farm 4— SCTM#1000-95.-4-1 • Farm 5 — SCTM#1000-95.-4-13.1 (fka#1000-95.-4-12 & 13) The NYS DEC registry number will be passed along to you when it becomes available. This registry number is required if your client qualifies in New York State for the Conservation Easement Tax Credit(CFTC). I Sincerely, Melanie Doroski Land Management Specialist II Encs. OFFICE LOCATION: MELISSA A.SPIRO Off® CSGTown Hall Annex LAND PRESERVATION COORDINATOR �.Z. .�� 54375 State Route 25 melissa.spiro@town.southold.ny.us (corner of Main Rd&Youngs Ave) Z Southold,New York Telephone(63 1)765-5711 v. www.southoldtownny.gov �,a, ® �� MAILING ADDRESS: P.O.Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VIA electronic mail robert.morrell@dec.ny.gov robert.burgher@dec.ny.gov May 20,2022 NYSDEC Bureau of Real Property 625 Broadway, 5`h Floor Albany,NY 12233-4256 Re: Conservation Easements Registry MATTITUCK FARM HOLDINGS,LLC to TOWN OF SOUTHOLD SCTM#1000-95.-3-8.1 (Farm 1) Gentlemen: Attached within this email,please find attached a copy of the recorded Grant of Development Rights Easement on property located within the Town of Southold to be registered with the New York State Department of Environmental Conservation. Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings, LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: February 25,2022 LIBER: D00013144 PAGE: Page 505 LOCATION: 5780 Oregon Road, Cutchogue EASEMENT ACREAGE: 52.53 acres SUFFOLK CO TAX MAP#: 1000-095.00-03.00-008.001 Kindly acknowledge receipt of this document by providing me with the NYS-DEC control number assigned to this easement. Sincerely, G�4t.,- Melissa Spiro Land Preservation Coordinator enc. cc: David Dubin, Esq. (grantor's attorney) S U R V E Y Note: ALL SUBSURFACE STRUCTURES; UNAUTHORIZED ALTERATION OR ADDITION WATER SUPPLY, SANITARY SYSTEMS, TO THIS SURVEY IS A VIOLATION OF OWN ar JM CHECKED Ry JM DRAINAGE, DRYWELLS AND UTILITIES, SECTION 7209 OF THE NEW YORK STATE EDUCATION LAW. SHOWN ARE FROM FIELD OBSERVATIONS CM PIE DATE' SEPTEMBER 2021 AND OR DATA OBTAINED FROM OTHERS. COPIES OF THIS SURVEY MAP NOT BEARING THE LAND SURVEYOR'S INKED SEAL OR Dasa°vc No.: 21\ALVAHS LANE THE EXISTENCE OF RIGHTS OF WAY EMBOSSED SEAL SHALL NOT BE CONSIDERED AND/OR EASEMENTS OF RECORD IF TO BE A VALID TRUE COPY. ANY, NOT SHOWN ARE NOT GUARANTEED. 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 LENDING INSTITUTION LISTED HEREON, AND TO THE ASSIGNEES OF THE LENDING INSTI— TUTION. GUARANTEES ARE NOT TRANSFERABLE. Qo\¢ concrete monument R ppb• tebpl -7O � rjrj 90�3 o�S\y o •Q �i� Reserved Area pfir oe o Town Development R,E's °�6 £J , Q � \ Easement Area J,\ly `e�oe y l op 1000-95-04-01 V Kh�'�•GJ J .� c¢5 Ja �t¢¢ 3p° \O0 S� ` o ehof �o P Reserved Area > 9�,0 oP\q3P O on\ R,; M sown Development ,F s �• � o aP n o (��\� Eosemenl Area 1090-95-03-8.1 ID � \o o Her l!'•n' of \o� \` % " .t /Reserved Area Ds \tea �Y � .'� Town Development Rights °\e \ fareme,'Area � 1Qc� l 5!: 1000-95-04-3.1 R I ` Y o¢ LS�¢SA¢° \` Town Development Rights �G Easement Area � \\ t3�' 1000-95-03-3.4 d¢ co`�' O �1. •d�. � � ��� Ol I d %`��so Reserved Area p5�, �1�0- 91,616 sq.ft. `ti 2.10 acres , , 600' NSG A S' 7 Os A� o r all TOTAL AREA = 5-4.63 ACRES Town Development Rights Easement Area 52.53 ACRES SUFFOLK COUNTY TAX MAP 01 1000- 5-03-8.f s y 1 1 �O P concrete monument 1 �O p\� o� p%�p� concrete �pY` monument 614 \vim °F N E 4, 1.0 e00 49116�1 ` V0-3 CP `FP P•SG � %p 2 Q�*11", o�z e C'1° Koh Survey of Property Situate at 4��� Cutchogue '0Town of Southold LAND SURVEYING (1, Suffolk County, Now York Mintoville@aol.com S.C. T.II . NO. f0`00-7915-034fSUBDIVISIONS TITLE & MORTGAGE SURVEYS , TOPOGRAPHIC SURVEYS Scale 1 "—— 100 September 10, 2021 SITE PLANS Certified to: GRAPHIC SCALE John Minto, L.S. Jacqueline Marie Minto, L.S. LICENSED PROFESSIONAL LAND SURVEYOR LICENSED PROFESSIONAL LAND SURVEYOR 100 0 50 100 200 400 Town of Southold NEW YORK STATE LIC. NO. 49866 NEW YORK STATE LIC. NO. 51085 Phone: (631) 724-4832 Mottituck Farm Holdings, SLC 1 P.O. Box 1408, Smithtown, N.Y. 11787 Stewart Title Insurance Co. IN FEET 1 inch = 100 ft. FARM 2 SCTM #1000-95 .-4-3 . 1 Premises: 8500 Alvah's Lane, Cutchogue, New York 23.81 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Easement dated December 3, 2021 Recorded March 17, 2022 Suffolk County Clerk — Liber 13147, Page 608 Covenants & Restrictions dated December 3, 2021 Recorded March 17, 2022 Suffolk County Clerk — Liber 13147, Page 609 R E C O R D E D E A S E M E N T` 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 eed Amount: $1, 349, 900 .78 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-5184 $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 $388 . 75 TRANSFER TAX NUMBER: 21-27707 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County =' 172] Number of pages This document Will be public record. Please remove all Social Security Numbers prior to recording. Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEFS Page/Filing Fee Ir `10 — Mortgage Amt. t Handling 20, 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. EA-52 17(County) or SubTotal '-% '� Spec./Add- EA-5217(State) TOT.MTG.TAX R.P.T.S.A. U Dual Town Dual County Comm.of Ed. 5. 00 Held forAppointment �, Transfer Tax Affidavit ' o Mansion Tax Certified Copy v ) The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 .�Sub Total family dwelling only. ,� 'y�`i�. Other YES orNO Grand Total %-? ' If NO, see appropriate tax clause on page#--Of this instrurhent[ 4 Dist.f�j�,•V 22005984 1000 09500 0400 00300 ji J5 CommunityPreservation Fund Tax Age NReal Property eR SEI A IIIIIII�IIIIIIIIIIII 11111II�W Consideration Amount$ CPF Tax Due Verification $ 6 Satisfactions/Discharges�Releases List Propperty Owners Mailing Address Improved — 6 CORD&RETURN TO: Vacant Land �Ouf/I Li�.Si/CCF�II'f�` ����i'✓ ���li'� �l/lll� TD [). C7OX TO TD Mail to:Judith A.Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 wwwsCo.Name uffolkcountyny.gov/clerk Title# 8 Suffolk teunty Rec®rd�ng & Endorsement Page This page forms part of the attached 61;114 ;ji l it _made by: (SP ECIFYTOE OF INSTRUMENT) //10/C///'g9j z The premises herein is situated in J SUFFOLK COUNTY,NEW YORK. TO In the TOWN of Sou-lh%a /rJL:i� rr 1(•'r'/f�i'�� In the VILLAGE or HAMLET of �Ui C�l��/U'( BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. aver GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made & the day of &CbVf Il , 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 I 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 MILLION THREE HUNDRED FORTY-NINE THOUSAND NINE HUNDRED 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, 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 #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 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 §3.01(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 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. 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 !�1 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 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. tY= 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 l3 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 r 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 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 U-CK FARM HOLDINGS, LLC, Grantor By: Peter Talty, Vice President f 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STATE OF NEW YORK) COUNTYOFSUFFOLK) SS.• On the ^)"O'day ofLdZM2L , - 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 signature(s)on the instrument, the individual(s), or the person upon behalf of which the individual(s)acted, executed the instrument. Signatur%fce of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. 01G16094250 Qualified in Suffolk County STATE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) 55.- On thisr day of �JMnAb , 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 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 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. 01G16094250 Qualified in Suffolk County Commission Expires June 16, 2023 20 r A/P 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) - /try r SITE. t\ aop a�a ppfig. ♦\�. I 0 01 EFF ��Qad �8jd�♦L ° �,a� KEY MAP J mss. � N TOTAL AREA=26.07 ACRES =23.81 ACRES \ oy SUFFOLK COUMYTAX MAP# ♦♦ u�pa0 01,90 0 1000-95-043.1 0, 9�G tea. 9��y 1-Pm.,rmhJ . 4 4b _ 5y1 55 pY triA4y�N y,��'g�od V10aE0�1�O1Q. Survey of Property Cutchogue Town o1 Soulhold Suffolk County, New York Tux Mop 11000-95-04-3.1 Sca4 1"=BO' SeplemCer 10,2071 C,,Ifrcd b GRAPHIC SCALE ......,,-.. L Imm of$oulhoM wlliw form RoldNs.IIIII: �P`fevw:IO]Ij T1H0]]••'•••••• $leeael rdle NsmOnCo Co L,��a Q>0 9I SmNhlO.n Boui<m.e.Smehia..,H 1)B) ,,....ea n C O v E N A N T S R E S T R I C T I O N S SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 03/17/2022 Number of Pages : 8 At: 03:21 : 38 PN Receipt Number : 22-0046513 LIBER: D00013147 , PAGE : 609 District: Section: Block: Lot: 1000 095. 00 04 . 00 003 . 001 EXAMINED AND CHARGED AS FOLLOWS eceived 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 I r; TP-584 $0 . 00 NO Notation $0 . 00 ` NO .. Cert.Copies $10 . 00 NO RPT $200.00 NOV Fees Paid $290 . 00 , THIS PAGE IS A PART OF THE INSTRUMENT L3�.. THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County Number of pages This document will be public record. Please remove all S""". Security Numbers prior to recording. 3 1 Deed/Mortgage lnstrumHt:�Deed Mortgage Ta�!� :1:a�ri!iRecording Filing Stamps FEES Page/Filing Fee Mortgage-AmF' Handling 20. 00 1.Basic Tax TP-584 2. Additional Tax SubTotal Notation Spec./Assit. EA-52 17(County) SubTotal or EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Comm.of Ed. 5. 00 Held forAppointment_ Transfer Tax Affidavit Mansion Tax jam C ej!r�t i:fie d 7C,p y� U - The Property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 47 U family dwelling only. Grand Total If NO, see appropriate tax clause on 4771716 1000 09500 0400 00 ` - ' Tax Service R SMI A 11 loll 11111111111 Consideration Amount$ Agency 1 G0-FEB- CPF Tax Due Verification Improved Satisfactions/Discharges/Releases List Prorrty Owners Mailing Address Vacant Land joalbollll AIV /M/- OW/ TD Mail to:Judith A.Pascale,Suffolk County Clerk Title Company information 310 Center Drive, Riverhead, NY 11901 Co.Name 8 Suffolk County Recording & Endorsement Page This page forms part of the attached eowizo 15 ci,-161 J7e_5h-z,--17a-2'_� —made (SPECIFY TYPE OF INSTRUMENT) M2,11-1 AM, lr�14rn The premises herein is situated in SUFFOLK COUNTY,NEW YORK. To In the TOWN of / - mthe VILLAGE or HAMLET of (lb 06 BOXES 6 Txxu0MUST acTYPED oxPRINTED oxBLACK INK ONLY PRIOR roRECORDING noniNs DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the �161 day of &e6nbWl' , 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 t, 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. t 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. TRUCK FARM HOLDINGS, LLC By: Peter Talty, ice President STATE OF NEW YORK ) ss.: COUNTY OF SUFFOLK ) On the day ofC�jy�`j.(f' 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. otary Public Jeanne D. Giarratano Notary Public, State of New York No. OIGI6094250 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. P 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) - //Pstewart EXHIBIT "C" 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. 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) - stewa t 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) - pp0 0.0. „,.b.N...,.rr..t<...,...,...�a p0. ..o nr.w. pan 9li SITE: < 0.�Iap wa,�., meq• ��� 0 yo 'tee 0.pp0 v EV• SG � 6 ; '� 4'• Ea GS# �p1 KEY MAP f" =600' TOTAL ARIA=26.07 ACRES l =23.81 ACRES SUIFOLKCOUNTY TAX MAP# ;� tp 0'9\0 5 OS 1000-95-04,3.1 F✓^af s� 4A' r - s r rt K a}01 \� Survey of Property Cutchogue Town of Southold urvn sunverrrvc Suffolk Counly, New York rna, ie@aatmm - Tax Mop#1000-95-04-5.1 Scole 1"=80 Seplember 10. 2021 ....., Cerlilied la GRAPHIC SCALE T..of SWhdd •••— -— --—••-' -•� ll Rak Farm Wdagt,11C P—a:(01)T"M2 Sf-,(rill,In—x,Ca 97 Smisnla.n BoNrarE,9mllhia.n,N.Y,11MI ss T I T L E P O L I C Y ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY A^stewart 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 attomey (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 govemmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; ,i (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: tNSU�q`'!y .po9q John Frates President and General Counsel Craig Gol en erg Division 12 A 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.: 0-8911-000917901 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 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 (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 ail 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 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 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 (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,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 (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. IF 1 Serial No.: 0-8911-000917901 File No.:71174659 stewat ' Policy Number: 0-8911-000917901 GGiil �, `I}It �.d► 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 r 1 -Schedule A Certification(Page 1 of 1) - steaft tit'o Policy Number: 0-8911-000917901 .�•i• 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; 1 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) - stet�YY�art titin Policy Number: 0-8911-000917901 (. (.1�i Date 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. 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) - stepAYYay MIO Policy Number: 0-8911-000917901 1 �. 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) - stew �YY tar} 1�i ti}f Q Policy Number: 0-8911-000917901 ! (, 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. f1. 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 1st Half Town and School Taxes, as a lien not yet due and payable. -Schedule B Part I (Page 1 of 1)- stewaft ti`lEi Policy Number: 0-8911-000917901 {• 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: 4NSUt�,� John Frates aa^ 1987 President and General Counsel eal Plhorif d CDffic o Agen.t avid Pusey 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) Stewart VY dart t1}1d Policy Number: 0-8911-000917901 (• moi 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: u+sua John Frates � ? : President and.General Counsel n. or d Owe o Agent avid Hisey .Secretary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TI RSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) E N V I R O N M E N T A L S U M M A R Y - E. SITE ASSESS for the property located at: Farre 2 8500 Alvahs Dane Cutchogue, New York SCTM # 1000-95~4-3. 1 Owner: Mattituck Farm Holdings, LLC Town of Southold, NY prepared for: Town of Southold. Department of Land Preservation Town Hall Annex 54375 State Route 25 Mattituck, NY 11971-0959 prepared by: Cashin Tec. 11C' : .,e es, Inc. Engineering -Ph'..inti CL III , �jX,yL' I Management 1200 Veterans Memorial N.tt ; j fit (ge", York 11783 - (631) 348-7600 SIETTE. -NOER 23, 2021 PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 2 8500 ALVAHS LANE CUTCHOGUE,NEW YORK SCTM#1000-95-4-3.1 OWNER: MATTITUCK FARM HOLDINGS,LLC a TOWN OF SOUTHOLD,NY PREPARED FOR: TOWN OF SOUTHOLD DEPARTMENT OF LAND PRESERVATION TOWN HALL ANNEX 54375 STATE ROUTE 25 MATTITUCK,NY 11971-0959 PREPARED BY: CASHIN TECHNICAL SERVICES,INC. 1200 VETERANS MEMORIAL HIGHWAY HAUPPAUGE,NEW YORK 11788 21CTS.003 September 23, 2021 Cashin Technical Services, Inc. PRASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 2 8500 ALVAHS LANE CUTCHOGUE,NEW YORK SCTM#1000-95-4-3.1 OWNER: MATTiTUCK FARM HOLDINGS,LLC TOWN OF SOUTHOLD,NY EXECUTIVE SUMMARY This report outlines the findings of a Phase I Environmental Site Assessment(ESA)prepared for the Town of Southold by Cashin Technical Services, Inc. (CTS) for the subject property located at 8500 Alvahs Lane, Cutchogue, NY, referred to as Farm 2. The subject property consists of approximately 24.1 acres of cultivated fields. The proposed development rights easement area is currently comprised of active farnland, currently planted with corn. No structures are present on the easement area. Farm 2 includes an approximately two-acre development area not subject to inspection for this ESA, per direction from the Town. The subject farm property is bordered by Alvahs Lane on the west, other farm fields on the north and east, and a tree nursery on the south. The field inspection was conducted on September 10, 2021 by an Environmental Professional from CTS. CTS accessed the parcel from Oregon Road and unpaved roads that extended along the perimeter of the property. Site access was arranged through the property owner representative, Peter Talty, and the property manager, Troy Muller. Based on the review of the available historical data for the past 60 years, the subject property appears to have historically been used for agricultural purposes. According to the property manager, the subject property has been used for agricultural purposes, and does not have any ES-1 Cashin Technical Services, Inc. structures or buildings. The inspection of the property did not find any significant structures, buildings, and storage tanks, and no evidence of hazardous materials. The site does not appear on any of the reviewed environmental databases. Locations within the surrounding area that appeared in the reviewed databases are not concerns regarding potential contaminant migration and impacts to subject property conditions. No Recognized Environmental Conditions (RECs) were identified by this assessment for the subject property. The following Business Environmental Risk issues were found to be associated with the subject site: 1zec:ognized Environmental Conditions (1tG.Cs None Identified. 'Historic-`Recoanized Environmental Conditions None identified. Controlled Recognized Environmental Conditions (RECs) None identified. ,De Minimis Conditions None identified. ES-2 Cashin Technical Services, Inc. Business Environ_mental Aisk.Issues- Current and Historic Agricultural Use: Due to the historic agricultural use of the subject property, as well as adjoining properties, it is assumed that pesticides, herbicides and fertilizers have been used over a prolonged time period. Regional contamination of shallow groundwater from pesticide use has been thoroughly documented for much of eastern Long Island. Soil contamination has also been documented for lands under long-term agricultural use in the North Fork. As this is a regional issue, there are no site-specific recommendations for the subject property. ES-3 Cashin Technical Services, Inc. N Y S A G M K T S W A � I V E R J NEWYORK Agriculture STATE OF OPPORTUNITY_ and Markets KATHY HOCHUL RICHARD A.BALL Governor Commissioner June 6, 2022 Melissa Spiro Department of Land Preservation Town of Southold PO Box 1179 Southold, NY 11971-0959 Re: Waiver—Town of Southold, Suffolk County—Acquisition of an Interest in Land Dear Ms. Spiro: The Department has reviewed documentation submitted by The Town of Southold to waive the Notice of Intent filing requirements in Section 305(4) of the Agriculture and Markets Law in connection with the acquisition of an interest in land within Suffolk County Agricultural District No. 1. The documentation includes a waiver signed by Mattiuck Farm Holdings, LLC, for approximately 23.81- acres of active farmland (Tax Parcel ID No 1000-095.00- 04.00-003.001) located in the Town of Cutchogue. The above waiver meets the requirements of Section 305(4)(d) and 1 NYCRR.Section 371.8. Therefore, the Notice of Intent filing requirements in paragraphs (b) and (c) of subdivision (4) are deemed waived for acquisition of an interest land on the referenced parcel by the Town of Southold. Should the project encompass other parcels of more than one acre from an active farm, or ten acres or more from the district, the Section 305(4) Notice provisions could still apply to those parcels. You are reminded that waiving the filing requirements in paragraphs (b) and (c) of subdivision (4) does not relieve the Town of Mattituck its obligation under paragraph (a)to use all practicable means in undertaking a proposed action to minimize or avoid adverse impacts on agriculture within agricultural districts. If you have any questions, please feel free to contact me. Sincerely, Kate Tylutki Senior Environmental Analyst — cc: Ken Schmitt, Chair, Suffolk County AFPB 22-037W } WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of 23.81 acres of active farmland and/or 0 acres of non- farmland, situated at Suffolk County Tax Map No. 1000-95.4-3.1 that is proposed to be acquired by the Town of Southold in Suffolk County Agricultural District #1, pursuant to Section 305 (4)(d) of the New York State Agriculture and Markets Law, hereby waive my right to require the Town of Southold to file with the Commissioner of Agriculture and Markets and the County Agricultural and Farmland Protection Board a Preliminary and Final Notice of Intent in accordance with paragraphs (b) and (c) of section 305(4) of the Agriculture and Markets Law. Project Sponsor: Landowner: TOWN OF SOUTHOLD MATTITUCK FARM HOLDINGS, LLC By: VxT Scott A. Russell, Supervisor Peter Talty gen 53095 Main Road (NYS Rt 25) 2299 North Sea Road P.O. Box 1179 Southampton, NY 11968 Southold, NY 11971 STATE OF NEW YORK) ss: COUNTY OF SUFFOLK) On the �3�`� day of2021, before me personally appeared SCOTT A. RUSSELL, personally known to me or provided 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 as Supervisor of the TOWN OF SOUTHOLD; and that by his signature on the instrument, the individual, or the municipal corporation upon behalf of which the individual acted, executed the instrument. oam lo (� --- otary Publi FJREINE D GISAI'I:q N10 UBLIC,S` ATE OF NL--t/YORKSTATE OF NEW YORK) istcationNo.OlG16094250SS: mlined in Suffolk Countyission Eusea Ise 16,2023COUNTY OF SUFFOLK) ` On the '�d day of &&-22k&-- 2021, before me personally appeared PETER TALTY, personally known to me or provided 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 as an Agent for MATTITUCK FARM HOLDINGS, LLC, and that by his signature on the instrument, the individual, or the limited liability corporation upon behalf of which the individual acted, executed the instrument. _ �� zia/Ii1(zly�-- Notary Public JEEAMNE D GiARRATATIO NOTARY PUBLIC,STATE OF NE7I YORK R:-�u=tiou No.01 G16094250 Qualined.in Suffolk County Comms,,tou lav>ies June 16;2023 OFFICE LOCATION: MELISSA A. SPIRO S®(/�� Town Hall Annex LAND PRESERVATION COORDINATOR ® 54375 State Route 25 melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) _. Southold, New York Telephone(631)765-5711 ce9 �r �� �� MAILING ADDRESS: www.southoldtownny.gov �®UNTI� P.O. Box 1179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD April 21,2022 Kate Tylutki Senior Environmental Analyst Agricultural Protection Unit NYS Department of Agriculture and Markets I OB Airline Drive Albany,NY 12235 Re: MATTITUCK FARM HOLDINGS.LLC to TOWN OF SOUTHOLD SCTM#1000-95.4-3.1 Dear Ms.Tylutki: Enclosed please find the"Waiver—NYS Department of Agriculture and Markets"that was executed by Southold Town Supervisor Scott A. Russell and Peter Talty, Vice President of Mattituck Farm Holdings, LLC at a closing held on December 3,2021 for a development rights easement on farmland identified as SCTM#1000-95.-4-3.1.Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings, LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: March 17,2022 LIBER: D00013147 PAGE: 608 LOCATION: 8500 Alvah's Lane, Cutchogue EASEMENT ACREAGE: 23.81 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-003.001 Please provide me with a written acknowledgment of your receipt of the waiver at your earliest opportunity. For convenience,please send via email to melissa.spiro@town.southold.ny.us and melanie.doroski@town.southold.n .esus Thank you. Sincerely, i Melissa Spiro Land Preservation Coordinator /md enc. N Y S D E C R E G I S T R Y NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION Division of Lands and Forests,Bureau of Real Property 625 Broadway,5th Floor,Albany,New York 12233-4250 P:(518)402-9442 1 F:(518)402-90281 Landsforests@dec.ny.gov www.dec.ny.gov October 25, 2022 Melanie Doroski Land Management Specialist II Town of Southold Land Preservation Department Southold, NY 11971-0959 Dear Ms. Doroski: We received the following conservation easements in our office on May 20, 2022: I CE: Suffolk 0704 (Farm 1) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013144, Page 505 Recorded: 2/15/2022 CE: Suffolk 070 +-•a Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013147, Page 608 Recorded: 3/17/2022 CE: Suffolk 0706 (Farm 3) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013147, Page 610 Recorded: 3/17/2022 CE: Suffolk 0707 (Farm 4) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013144, Page 503 Recorded: 2/25/2022 CE: Suffolk 0708 (Farm 5) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013146, Page 997 Recorded: 3/14/2022 NEW YORK I Depattmentof o Poa;Grnn Environmental Conservation CE: Suffolk 0709 (Farm 9) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013156, Page 531 Recorded: 5/18/2022 The conservation easements cited above have been identified for our indexing and filing purposes. These numbers may be needed for the landowner to claim a conservation easement tax credits however, please refer to the instructions for filing at NYS Department of Taxation and Finance form IT-242-1 (excerpt below in italics). Note:A taxpayer should maintain adequate records to substantiate the conservation easement's compliance with the provisions of IRC 170(h): This includes, but is not limited to, a copy of federal Form 8283, Noncash Charitable Contributions, for the year of the donation. Also acceptable is a letter from the public or private conservation agency stating that the conservation easement was donated or purchased: •for no consideration or a nominal amount, or •for less than fair market value (FM V), proyided, in this case, the letter is accompanied by an appraisal indicating the FMV of the conservation easement that was made at the time of the purchase of the easement. The appraisal must be made by a qualified appraiser as defined in federal regulations section 1. 170A-13(c)(5). However•, dedications of land for open space through the execution of conservation easements for the purpose of fulfilling density requirements to obtain subdivision or building permits are not considered a conservation easement for purposes of this credit. It is suggested that the taxpayer consult their accountant or New York State Taxation and Finance with questions. When contacting this office about these parcels, please use the assigned conservation easement numbers. Thank you. Sincerely, Lynn M. Lindskoog Real Estate Specialist 1 Bureau of Real Property Iml Doroski, Melanie rrom: Doroski, Melanie Sent: Friday, November 04, 2022 12:59 PM To: David Dubin Cc: Spiro, Melissa Subject: Mattituck Farm Holdings - NYSDEC Registry.Vs Attachments: NYS DEC Registry Numbers.pdf Mr. Dubin: Please be advised that the Town's purchase of development rights easements on properties owned by your client, Mattituck Farm Holdings, LLC, have been officially registered with the New York State Department of Environmental Conservation. Attached is the information we received from NYSDEC with these properties' assigned identifiers. If eligible to claim a tax credit for the sale of the easements to the Town of Southold, your client will need to provide these control numbers to the Department of Taxation and Finance. -Melanie Melanie Doroski Land Management Specialist II Land Preservation Department I myn of Southold 531-765-5711 't 1 OFFICE LOCATION: MELISSA A. SPIRO �®f S0(��� Town Hall Annex LAND PRESERVATION COORDINATOR ® ®�® 54375 State Route 25 melissa.spiro@town.southold.ny.us AL (comer of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 c�+ �� a� MAILING ADDRESS: www.southoldtownny.gov P.O. Box 1179 X00 ' Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD May 23, 2022 David Dubin, Esq. Twomey, Latham, Shea, Kelley, Dubin & Quartararo, LLP P.O. Box 9398 Riverhead,NY 11901-9398 Re: MATTITUCK FARM HOLDINGS LLC to TOWN OF SOUTHOLD Dear Mr. Dubin: Enclosed you will find copies of the recorded Grant of Development Rights Easements and the Town's request to NYS DEC for conservation easement registry numbers in regard to the following Easements granted to the Town from Mattituck Farm Holdings, LLC: • Farm 1 —SCTM#1000-95.-3-8.1 • Farm 2 — SCTM#1000-95.-4-3.1 • Farm 3 — SCTM #1000-95.-4-5.2 • Farm 4—SCTM#1000-95.-4-1 • Farm 5 — SCTM #1000-95.4-13.1 (fka#1000-95.4-12 & 13) The NYS DEC registry number will be passed along to you when it becomes available. This registry number is required if your client qualifies in New York State for the Conservation Easement Tax Credit (CETC). Sincerely, W�11 l Melanie Doroski Land Management Specialist II Encs. OFFICE LOCATION: MELISSA A.SPIRO Off® CffG Town Hall Annex LAND PRESERVATION COORDINATOR �.Z. .fes 54375 State Route 25 melissa.spiro@town.southold.ny.us ,t (corner of Main Rd&Youngs Ave) C = Southold,New York Telephone(631)765-5711 www.southoldtownny.gov y MAILING ADDRESS: P.O.Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VIA electronic mail robert.morrellna,dec.ny.eov robert.burgher@d6c.ny.gov May 20,2022 NYSDEC Bureau of Real Property 625 Broadway, 5`'Floor Albany,NY 12233-4256 Re: Conservation Easements Registry MATTITUCK FARM HOLDINGS. LLC to TOWN OF SOUTHOLD SCTM#1000-95.4-3.1 (Farm 2) Gentlemen: Attached within this email,please find attached a copy of the recorded Grant of Development Rights Easement on property located within the Town of Southold to be registered with the New York State Department of Environmental Conservation. Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings,LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: March 17,2022 LIBER: D00013147 PAGE: Page 608 LOCATION: 8500 Alvah's Lane,Cutchogue EASEMENT ACREAGE: 23.81 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-003.001 Kindly acknowledge receipt of this document by providing me with the NYS-DEC control number assigned to this easement. Sincerely, Q A,64,i . Melissa Spiro } Land Preservation Coordinator 1 enc. cc: David Dubin,Esq. (grantor's attorney) s U R V E Y UNAUTHORIZED ALTERATION OR ADDITION TO THIS SURVEY IS A VIOLATION OF SECTION 7209 OF THE NEW YORK STATE aeawN er JM CHECKED er JM EDUCATION LAW. COPIES OF THIS SURVEY MAP NOT BEARING cnorarBAIT. SEPT 2021 THE LAND SURVEYOR'S INKED SEAL OR EMBOSSED SEAL SHALL NOT BE CONSIDERED auw;wcNn: 21\ALVAHS LANE 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 Q� LENDING INSTITUTION LISTED HEREON, AND TO THE ASSIGNEES OF THE LENDING INSTI— TUTION. GUARANTEES ARE NOT TRANSFERABLE. �O Note: ALL SUBSURFACE STRUCTURES; 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 9 ANY, NOT SHOWN ARE NOT GUARANTEED. lG Reserved Area > / / Town Development Rights / Eae^m^nf Area 1000-95-04-01 o \Reserved Area/ p0�A ((�!� Town Development Rights Q�VO Easement Area 1000-95-03-8.1 /�\ GOLD Reserved Asea / Town DevelmRights ��� ✓O \ Easementent Area 1000-95-04-3.1 Town Development Righls Easement Area 'S7 1000-95-03-3.4 iii W e�`e�`� '� � ��► 81 h C%O 1�/_ y 111 - 600' S �O] O�G 3� 6°� TOT L A RE = 26. 07 A CRSS y 9 Town Development Rights Easement Area = 23.8' A CRSS n� c SUFFOLK COUNTY '12A X MAP# 114 SGA � ��• A •\�� ts f000 1 5 0 3. 1 ,,�► Reserved Area �., 98,442 sq.ft. 2.26 acres V�31 r0'9 70 V-3 �P CP 0 I; 7 concrete e Q wires monument O o high ten,ion I 6 tower concrete monument aOeo� ; wafer pump F& fuel tank pipe °a O� 03 sl�5 o� 01 deed 'off ��\°°a 13�• ��p ��� 1�eea �0 0 CT 1 2 2021 LAND PRESERVATION DEPT Town of Southold concrete monument Survey of Property situate at _ Cutchogue 'a�-- NEw Town of Southold o� LAND SURVEYING � 'NSM�NT � J _ Suffolk County, New York Mintoville@aol.com Tax Map #1000-95-04-3. 1 sueoivisloNs , I TITLE & MORTGAGE SURVEYS — TOPOGRAPHIC SURVEYS C� G � Scale 1 — 80' September 10, 2021 SITE PLANS Certified to. �n 4966 GRAPHIC SCALE g John Minto, L.S. Jacqueline Marie Minto, L.S. Town of Southold LICENSED PROFESSIONALLAND SURVEYOR LICENSED PROFESSIONAL LAND SURVEYOR �I�y / �y �p 80 0 40 80 160 320 NEW YORK STATE LIC. NO. 49866 NEW YORK STATE LIC. NO. 51085 Moil tuck Form Holdings, «C Phone: (631) 724-4832 Stewart Title Insurance Co. 93 Smithtown Boulevard, Smithtown, N.Y. 11787 IN FEET 1 inch = 80 ft. FARM 3 SCTM #1000-95 .-4-5 .2 Premises: 8820 Alvah's Lane, Cutchogue, New York 4.68 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Easement dated December 3, 2021 Recorded March 17, 2022 Suffolk County Clerk — Liber 13147, Page 610 R E C O R D E D E A S E M E N T WN I 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: D00013147 PAGE : 610 District: Section: Block: Lot: Ir100 095 . 00 04 . 00 005 . 002 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $265,331.19 Received the Following Fees For Above Instrument Exempt ;+:,,Exempt Page/Filing $115 . 00 NO Handling $20 .®0, j' _ NO, 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 . 06 ""' NO Transfer tax $0 .00 NO Comm.Pres $0 . 00 NO Fees Paid $388 . 75 TRANSFER TAX NUMBER: 21-27708 THIS PAGE IS A PART OF THE INSTRUMENT THIS' IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County, L—J U Number of pages This document will be public record. Please remove all Social Security Numbers prior to recording. - Deed/Mortgage instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee _ 1 Mortgage Amt. i ice— 1.Basic Tax Handling 20. 00 2. Additional Tax TP-584 Gam' Sub Total Notation Spec./Assit. EA-52 17(County) SuhTotal /VO orSpec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Held fo�rAppointment Comm.of Ed. S. 00 Transfer Tax Affidavit Mansion Tax Certified Copy r, 1 The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 / I _ family dwelling only. Other Sub Total YES orNO 'n If NO,see Grand Total appropriate tax clause on page# ofthis inst#nt. 4 1 Dist./CUL' L5 Community Preservation Fund 22005986 1000I�09500 04100 0050 Tax ServiceReal rty R SMI A 1111111 VIII VIII VIII�IIII VIII VIII IIID IIII jj Consideration Amount$' Agency �0 FEB- IIYY �1 1111 CP Tax Due Verification Improved 6 Satisfactions/Discharges/Rel eases List Pro eryOwnersMailingAddress REECORD&RETURN�O: Vacant Land TD TD A-olh cls TD Mail to:Judith A.Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 www.suffolkcauntyny.gov/clerk Co-Name Title# - 8 Suffolk County Recording & Endorsement Page This page forms part of the attached (7/YI,?i` 0%)�r,/F'fol�n7?/Jt i�hfi �(i>�/�?L/�f made by-. (SPECIFY TYPE OF INSTRUMENT) // .mll07ld /�Y//10/d/I/i), LL�r The premises herein is situated in SUFFOLK COUNTY,NEW YORK. // TO In the TOWN of In the VILLAGE or HAMLET of U BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over - 4 GRANT OF DEVELOPMENT RIGHTS EASEMENT &0' THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is madethe day of bV117 , , 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: 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 r 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 x.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 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 11) 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 i 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 is 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 VABy: Peter Talty, ice PresidentV 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STA TE OF NEW YORK) COUNTY OF SUFFOLK)SS,• On the 2"O'day of 41MV 1,6''� , in the year 2021 before me, the undersigned, personally 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 signature(s) on the instrument, the individual(s), or the person upon behalf of which the individuals)acted, executed the instrument. Signatur%fce cff individual taking acknowledgement Jeanne D. Giarratano. Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County STA TE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) SS.• On this day of t3eiY&J_1- _, 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(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. Signatur%ice of ndividual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York 20 No. O1GI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 1 ffPstewart SCHEDULE "A" — -F t T L E – 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 intende& 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) - u�w,o- •n�amnanm i I ITSJ. _ SITE. �5911tit t} KEY MAP f"=600' " 1 09.�N° '9 r'' °�• 9 059 �6 QX �V 4 Survey of Property Cutc ;ue Town of Soulhold Suffolk County, New York TaxNop X1000-95-0d-5.2 e0' S,J—be,10.2021 Cca,eed m GRAPHIC SCALE fmn al SavlAalA ^- Wfla 1(mm HW191.LLC Pmre:lmll nue3ztl sl—d rdk Ymavrce U 9l BmnMe�n Be.inaeJ,Smil,le.�,N ii>B) �r�-m n T I T L E P O L I C Y ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY lAsteW� 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. f: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: - `�4'PPOq John Frates 17 o's President and General Counsel Ito Crain 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 hftpi//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 altemative 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 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": Tide 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 purchaserfrom 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 ail 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 IF 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 (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 16. 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. [77Serial No.: 0-8911-000917902 File No.:71174660 step�VY j art titw Policy Number: 0-8911-000917902 (, 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 .4 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)- ewart `itio Policy Number: 0-8911-000917902 (, YY {• •• 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) - stew A dart titin Policy Number: 0-8911-000917902 Y V 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) - stew A Y�dart M10 Policy Number: 0-8911-000917902 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 Ist Half Town and School Taxes, as a lien not yet due and payable. Schedule B Part I(Page 1 of 1) - Stew r �7E . Policy Number: 0-8911-000917902 l�Y 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: ..,a John Frales 1987 - President and General Counsel hors d &fY3c o Agent ^"' avid Hisoy 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) itin e,�,art- tPolicy Number: 0-8911-000917902 i. II 11 .��ii 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: � r'PO .;.�oA, John Frates President and General Counsel d. fN y Dort d 6fFt 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) E N V I R O N M E N T A L S U M M A R Y p. i . I . S - : S is SSSM , for the property located at: Farm 3 8820 Alvahs Lane Cutchogue, New York SCTM # 1000-95-4--5.2 Owner: Mattituck Farm Holdings, LLC Town of Southold, NY prepared for: Town of Southold Department of Land Preservation Town Hall Annex 54375 State route 25 Mattituck, NY 11971-0959 prepared by: Cashin Tea,, ervices, Inc. Engineering •_Ply, Iiiiri., t ._.iis. 't on Management 1200 Veterans Memorial HiLOv• w. u)a.yn _ge0"W.York 11788 - (63 11) 348-7600 SEPTEMBER 23, 2021 PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 3 8820 ALVAHS LANE CUTCHOGUE,NEW YORK SCTM#1000-95-4-5.2 OWNER: MATTITUCK FARM HOLDINGS, LLC TOWN OF SOUTHOLD,NY PREPARED FOR: TOWN OF SOUTHOLD DEPARTMENT OF LAND PRESERVATION TOWN HALL ANNEX I, 54375 STATE ROUTE 25 - MATTITUCK,NY 11971-0959 PREPARED BY: CASHIN TECHNICAL SERVICES, INC. 1200 VETERANS MEMORIAL HIGHWAY HAUPPAUGE,NEW YORK 11788 21CTS.003 September 23, 2021 Cashin Technical Services, Inc. PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 3 8820 ALVAHS LANE CUTCHOGUE,NEW.YORK SCTM#1000-95-4-5.2 OWNER: MATTITUCK FARM HOLDINGS, LLC TOWN OF SOUTHOLD,NY EXECUTIVE SUMMARY This report outlines the findings of a Phase I Environmental Site Assessment (ESA) prepared for the Town of Southold by Cashin Technical Services, Inc. (CTS) for the subject property (Farm 3) located at 8820 Alvahs Lane, Cutchogue, NY. The subject property consists of approximately 4.8 acres of cultivated fields currently planted with corn. This development rights easement area is proposed for the entire parcel, and there are no excluded areas.No structures are present on the property. The entire property was subject to inspection for this ESA, and there were no outparcels or development areas associated with this property. The subject property is bordered by Oregon Road on the north and Alvalis Lane on the east. The field inspection was conducted on September 10, 2021 by an Environmental Professional from CTS. CTS accessed the parcel from Alvahs Lane and unpaved roads that extended across the mid-section and along much of the perimeter of the property. Site access was arranged through the property owner representative, Peter Talty, and the property manager, Troy Muller. Based on the review of the available historical data for the past 60 years, the subject property appears to have historically been used for agricultural purposes. According to the property manager, the subject property has been used for agricultural purposes, and does not have any ES-1 Cashin Technical Services, Inc. structures or buildings. The inspection of the property did not find any significant structures, buildings, and storage tanks, and no evidence of hazardous materials. The site does not appear on any of the reviewed environmental regulatory databases. Locations within the surrounding area that appeared in the reviewed databases are not concerns regarding potential contaminant migration and impacts to subject property conditions. No Recognized Environmental Conditions (RECs) were identified by this assessment for the subject property. The following Business Environmental Risk issues were found to be associated with the subject site: Recop_hized Env irbri l0ital.inditions (RE Cs)' None Identified. 14istoric..l2ecos!nizeci_I:nvi►•onmental Conditions. None identified. Corifrolic'd� deur 'izcil Enyirnniiienf'a'I>Co'ndirinn`s(l2E.Cs) None identified. De Minimis Conditions None identified. ES-2 Cashin Technical Services, Inc.: Business Environmental Risk Issues Current and Historic Agricultural Use: Due to the historic agricultural use of the subject property, as well as adjoining properties, it is assumed that pesticides, herbicides and fertilizers have been used over a prolonged time period. Regional contamination of shallow groundwater from pesticide use has been thoroughly documented for much of eastern Long Island. Soil contamination has also been documented for lands under long-term agricultural use in the North Fork. As this is a regional issue, there are no site-specific recommendations for the subject property. ES-3 Cashin Technical Services, Inc. N Y S A G M K T S W A I V E R NEW YORK TATE Agriculture SOF OPPORTUNITY and Markets KATHY HOCHUL RICHARD A.BALL Governor Commissioner June 6, 2022 Melissa Spiro Department of Land Preservation Town of Southold PO Box 1179 Southold, NY 11971-0959 Re: Waiver—Town of Southold, Suffolk County—Acquisition of an Interest in Land Dear Ms. Spiro: The Department has reviewed documentation submitted by The Town of Southold to waive the Notice of Intent filing requirements in Section 305(4) of the Agriculture and Markets Law in connection with the acquisition of an interest in land within Suffolk County Agricultural District No. 1. The documentation includes a waiver signed by Mattiuck Farm Holdings, \ LLC, for approximately 4.68-acres of active farmland (Tax Parcel ID No 1000-095.00-04.00- 5.002) located in the Town of Cutchogue. The above waiver meets the requirements of Section 305(4)(d) and 1 NYCRR Section 371.8. Therefore, the Notice of Intent filing requirements in paragraphs (b) and (c) of subdivision (4) are deemed waived for acquisition,of an interest land on the referenced parcel by the Town of Southold. Should the project encompass other parcels of more than one acre from an active farm, or ten acres or more from the district, the Section 305(4) Notice provisions could still apply to those parcels. You are reminded that waiving the filing requirements in paragraphs (b) and (c) of subdivision (4) does not relieve the Town of Mattituck its obligation under paragraph (a)to use all practicable means in undertaking a proposed action to minimize or avoid adverse impacts on agriculture within agricultural districts. If you have any questions, please feel free to contact me. Sincerely, Kate Tylutki Senior Environmental Analyst - cc: Ken Schmitt, Chair, Suffolk County AFPB 22-04OW WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of 4.68 acres of active farmland and/or 0 acres of non- farmland, situated at Suffolk County Tax Map No. 1000-95.-4-5.2 that is proposed to be acquired by the Town of Southold in Suffolk County Agricultural District #1, pursuant to Section 305 (4)(d) of the New York State Agriculture and Markets Law, hereby waive my right to require the Town of Southold to file with the Commissioner of Agriculture and Markets and the County Agricultural and Farmland Protection Board a Preliminary and Final Notice of Intent in accordance with paragraphs (b) and (c) of section 305(4) of the Agriculture and Markets Law. Project Sponsor: Landowner: TOWN OF SOUTHOLD MATTITUCK FARM HOLDINGS, LLC By: Scott A. ussell, Supervisor Peter Tait Agent 53095 Main Road (NYS Rt 25) 2299 North Sea Road P.O. Box 1179 Southampton, NY 11968 Southold, NY 11971 STATE OF NEW YORK) ss: COUNTY OF SUFFOLK) On the 3. '1 day of &Cemb'ev- , 2021, before me personally appeared SCOTT A. RUSSELL, personally known to me or provided 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 as Supervisor of the TOWN OF SOUTHOLD; and that by his signature on the instrument, the individual, or the municipal corporation upon behalf of which the individual acted, executed the instrument. Notary Public �~TE•A,FNE D GI0 NOTARY PUBIIC,STATE OF NEW YORK 94250 STATE OF NEW YORK) QualcatidinSuon No.Suffolk ounty Qualified in Suffolk Conncy SS. Commission E-0ires June 16,2023 l.._ COUNTY OF SUFFOLK) On the I fid day of blMd'I&, f , 2021, before me personally appeared PETER TALTY, personally known to me or provided 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 as an Agent for MATTITUCK FARM HOLDINGS, LLC, and that by his signature on the instrument, the individual, or the limited liability corporation upon behalf of which the individual acted, executed the instrument. Notary Public +NE D G! 10 i ,dCT:,RY PUBLIC.STATE OF NEW YORK tecWtcz on No.01Gi6094250 Qualified in Suffolk County LCo:nraissioo Expires June 16,202.1 OFFICE LOCATION: MELISSA A. SPIRO ®f $®(®�� Town Hall Annex LAND PRESERVATION COORDINATOR ��� ®�® 54375 State Route 25 '- melissa.spiro@w ton.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 MAILING ADDRESS: www.southoldtownny.gov C®U � P.O. Box 1179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD April 21,2022 Kate Tylutki Senior Environmental Analyst Agricultural Protection Unit NYS Department of Agriculture and Markets 1013 Airline Drive Albany,NY 12235 Re: MATTITUCK FARM HOLDINGS.LLC to TOWN OF SOUTHOLD SCTM#1000-95.-4-5.2 Dear Ms.Tylutki: Enclosed please find the"Waiver—NYS Department of Agriculture and Markets"that was executed by Southold Town Supervisor Scott A. Russell and Peter Talty, Vice President of Mattituck Farm Holdings, LLC at a closing held on December 3,2021 for a development rights easement on farmland identified as SCTM#1000-95.4-5.2. Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings, LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: March 17,2022 LIBER: D00013147 PAGE: 610 LOCATION: 8820 Alvah's Lane, Cutchogue EASEMENT ACREAGE: 4.68 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-005.002 Please provide me with a written acknowledgment of your receipt of the waiver at your earliest opportunity. For convenience,please send via email to melissa.spiro@town.southold.ny.us and melanie.doroski@town.southold.ny.us Thank you. Sincerely, Melissa Spiro Land Preservation Coordinator /md enc. N Y S D E C R E G I S T R Y NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION Division of Lands and Forests,Bureau of Real Property 625 Broadway,5th Floor,Albany,New York 12233-4250 P:(518)402-9442 1 F:(518)402=90281 Landsforests@dec.ny.gov vaww.dec.ny.gov October 25, 2022 Melanie Doroski Land Management Specialist II Town of Southold Land Preservation Department Southold, NY 11971-0959 Dear Ms. Doroski: We received the following conservation easements in our office on May 20, 2022.- CE: 022:CE: Suffolk 0704 (Farm 1) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013144, Page 505 Recorded: 2/15/2022 CE: .Suffolk 0705 (Farm 2) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013147, Page 608 Recorded: 3/17/2022 CE: Suffolk 0700(""" Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013147, Page 610 Recorded: 3/17/2022 CE: Suffolk 0707 (Farm 4) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013144, Page 503 Recorded: 2/25/2022 CE: Suffolk 0708 (Farm 5) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013146, Page 997 Recorded: 3/14/2022 NEW YORK I Departmentof 0o as�nTM. Environmental Conservation CE: Suffolk 0709 (Farm 9) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013156, Page 531 Recorded: 5/1.8/2022 The conservation easements cited above have been identified for our indexing and filing purposes. These numbers may be needed for the landowner to claim a conservation easement tax credit; however, please refer to the instructions for filing at NYS Department of Taxation and Finance form IT=242-1 (excerpt below in italics). Note:A taxpayer should maintain adequate records to substantiate the conservation easement's compliance with the provisions of IRC 170(h). This includes, but is not limited to, a copy of federal Form 8283, Noncash Charitable Contributions, for the year of the donation. Also acceptable is a letter from the public or private conservation agency stating that the conservation easement was donated or purchased: •for no consideration or a nominal amount, or •for less than fair market value(FMV), proyided, in this case, the letter is accompanied by an appraisal indicating the FMV of the conservation easement that was made at the time of the purchase of the easement. The appraisal must be made by a.qualified appraiser as defined in federal regulations section 1. 170A-13(c)(5). However, dedications of land for open space through the execution of conservation easements for the purpose of fulfilling density requirements to obtain subdivision or building permits are not considered a conservation easement for purposes of this credit. it is suggested that the taxpayer consult their accountant or New York State Taxation and Finance with questions. When contacting this office about these parcels, please use the assigned conservation easement numbers. Thank you. Sincerely, Lynn M. Lindskoog Real Estate Specialist 1 Bureau of Real Property lml Doroski, Melanie From•• Doroski, Melanie Sent: Friday, November 04, 2022 12:59 PM To: David Dubin Cc: Spiro, Melissa Subject: Mattituck Farm Holdings - NYSDEC Registry Ws Attachments: NYS DEC Registry Numbers.pdf Mr. Dubin: Please be advised that the Town's purchase of development rights easements on properties owned by your client, Mattituck Farm Holdings, LLC, have been officially registered with the New York State Department of Environmental Conservation. Attached is the information we received from NYSDEC with these properties' assigned identifiers. If eligible to claim a tax credit for the sale of the easements to the Town of Southold,your client will need to provide these control numbers to the Department of Taxation and Finance. -Melanie AeCanie Doroski Land Management Speciahst II Land Preservation Department ~,7oivn of SouthoCd 631.765.5711 1 OFFICE LOCATION: MELISSA A. SPIRO ��� S® � Town Hall Annex LAND PRESERVATION COORDINATOR 54375®�® 54375 State Route 25 melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 MAILING ADDRESS: www.southoldtownny.gov P.O. Box 1179 �e®U��'� Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD May 23, 2022 David Dubin, Esq. Twomey, Latham, Shea, Kelley, Dubin & Quartararo, LLP P.O. Box 9398 Riverhead,NY 11901-9398 Re: MATTITUCK FARM HOLDINGS LLC to TOWN OF SOUTHOLD Dear Mr. Dubin: Enclosed you will find copies of the recorded Grant of Development Rights Easements and the Town's request to NYS DEC for conservation easement registry numbers in regard to the following Easements granted to the Town from Mattituck Farm Holdings, LLC: • Farm 1 —SCTM#1000-95.-3-8.1 • Farm 2 — SCTM#1000-95.-4-3.1 • Farm 3 —SCTM#1000-95.-4-5.2 • Farm 4— SCTM#1000-95.4-1 • Farm 5 — SCTM#1000-95.-4-13.1 (fka#1000-95.-4-12 & 13) The NYS DEC registry number will be passed along to you when it becomes available. This registry number is required if your client qualifies in New York State for the Conservation Easement Tax Credit (CETC). Sincerely, Melanie Doroski Land Management Specialist II Encs. OFFICE LOCATION: MELISSA A.SPIRO � �OG�� Town Hall Annex LAND PRESERVATION COORDINATOR 54375 State Route 25 melissa.spiro@town.southold.ny.us .t (corner of Main Rd&Youngs Ave) Southold,New York Telephone(631)765-5711 www.southoldtownny.gov ,d, MAILING ADDRESS: P.O.Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VIA electronic mail robert.morrell@dec.ny.t;ov robert.buraher@dec.ny.gov May 20,2022 NYSDEC Bureau of Real Property 625 Broadway, 51 Floor Albany,NY 12233-4256 Re: Conservation Easements Registry MATTITUCK FARM HOLDINGS.LLC to TOWN OF SOUTHOLD SCTM#1000-95.-4-5.2(Farm 3) Gentlemen: Attached within this email,please find attached a copy of the recorded Grant of Development Rights Easement on property located within the Town of Southold to be registered with the New York State Department of Environmental Conservation.Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings,LLC, GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: March 17,2022 LIBER: D00013147 PAGE: Page 61'0 LOCATION: 8820 Alvah's Lane, Cutchogue EASEMENT ACREAGE: 4.68 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-005.002 Kindly acknowledge receipt of this document by providing me with the NYS-DEC control number assigned to this easement. Sincerely, Melissa Spiro[/ Land Preservation Coordinator enc. cc: David Dubin, Esq. (grantor's attorney) S U R V E Y UNAUTHORIZED ALTERATION OR ADDITION TO THIS SURVEY IS A VIOLATION OF SECTION 7209 OF THE NEW YORK STATE DRAWN aY JM cHrcKra eY JM EDUCATION LAW. COPIES OF THIS SURVEY MAP NOT BEARING Cao FILE DATE SEPT 2021 THE LAND SURVEYOR'S INKED SEAL OR EMBOSSED SEAL SHALL NOT BE CONSIDERED DRAwvc No: 21\ALVAHS LANE 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 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, SHOWN ARE FROM FIELD OBSERVATIONS AND OR DATA OBTAINED FROM OTHERS. OP THE EXISTENCE OF RIGHTS OF WAY AND/OR EASEMENTS OF RECORD IF (-�• ANY, NOT SHOWN ARE NOT GUARANTEED. V� � v k �lG 9� Reserved Area \> Town Develrpment Rights C , Easement Area 1000-95-04-01 A \Reserved Are / 0VV 11 (!O,` Town Development Rights • �s� `OSP3 l� Eospm `Area p�R °&% Reserved Area / Town Development Rights Ecsem^rl Area lot 1000-95-04-3.1 Town Developme^t Rights Easement Area -37► �� �/ '�0�� 1000-95-03-3.4 03 h qt, ' A'41 �d fill 600' c concrete �. monument i 1 P� water pump osZ O G J, Vol 0X" AR O6• P� Opo- a �ooa S. eo�r I ,3 S�' X00 �e\ *� orn-Ve�elx) p�� Off' Q,r` •00 V� 0 000 fill0 S 55 ti Pty'° 9 Os O� �O <O 3N �r OF N[O1,// P �oN�s nrtlN 0 Survey of Property " situate at �\J Cutchogue ArJ�, . Town ®t Southold LAND SURVEYING Suffolk County, New York t� Mintoville@aol.com SUBDIVISIONS Tax Map #1000-95-04-5.2 TITLE MORTGAGE SURVEYS TOPOGRAPHIC SURVEYS Scale 1 "= 80' September 10, 2021 SITE PLANS Certified to, John Minto, L.S. Jacqueline Marie Minto, L.S. Town of Southold GRAPHIC SCALE LICENSED PROFESSIONAL LAND SURVEYOR LICENSED PROFESSIONAL LAND SURVEYOR ^^ 80 0 40 80 160 320 NEW YORK STATE LIC. NO. 49866 NEW YORK STATE LIC. NO. 51085 MattituCk Form IIyy� Holdings, SLC r7 I Phone: (631) 724-4832 Stewart Title Insurance Co. -- � -----�--� .--A - y 93 Smithtown Boulevard, Smithtown, N.Y. 11787 ( IN FEET ) 1 inch = 80 It