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Mattituck Farm Holdings, LLC Vol. 2 of 2 Farms 4-9
MATTITUCK FARM HOLDINGS, LLC (Farms 1 thru 9) to TOWN OF SOUTHOLD Closing held on December 3, 2021 Volume 2 of 2 Includes Farms 4, 5, 65 71 8, 9: Farm 4 SCTM #1000-95.-4-1 7040 Oregon Road, Cutchogue, New York 10.0 acres — Development Rights Easement and Covenants & Restrictions Farm 5 SCTM #1000-95.-4-13. 1 (merged SCTM #1000-95.4-12 & 13) 19285 & 19155 County Road 48, Cutchogue, New York 12.83 acres — Development Rights Easement Farm 6 SCTM #1000-95.-4-6. 1 (see FICNER development rights easement SCTM #1000-95.4-6.2) 7990 Oregon Road, Cutchogue, New York 1 .84 acres — Covenants & Restrictions Farm 7 SCTM #1000-95.4-14.2 (see GATZ & McDOWELL development rights easement SCTM #1000-95.-4-14.3) 8640 Oregon Road, Cutchogue, New York 1 .84 acres — Covenants & Restrictions Farm 8 SCTM #1000-95.-4-9. 1 (see PECONIC LAND TRUST (Krupski) development rights easement SCTM #1000-95.4-9.2 & 10 n/k/a #1000-95.-4-10.1) 8900 Oregon Road, Cutchogue, New York 1 .84 acres — Covenants & Restrictions Farm 9 SCTM #1000-95.-3-3.4 4710 Oregon Road, Mattituck, New York 1 .98 acres = Development Rights Easement and Covenants & Restrictions A E R I A L M A P \ 1y J �,I,,��� tel•~"��`E�:���\�� ��• .,. ' 1 r .j!• I I 1 FARM 4 SCTM #1000-95 .-4- 1 Premises: 7040 Oregon Road, Cutchogue, New York 10.0 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 503 Covenants & Restrictions dated December 3, 2021 Recorded February 25, 2022 Suffolk County Clerk — Liber 13144, Page 504 R E C O R D E D E A S E M E N T I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII , 111111 VIII VIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 02/25/2022 Number of Pages : 23 At: 11 :27 : 11 AM Receipt Number : 22-0032419 TRANSFER TAX NUMBER: 21-25153 LIBER: D00013144 PAGE : 503 District: Section: Block: Lot: -000 095 . 00 04 . 00 001 . 000 l EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $566, 946 . 99 Received the Following Fees For Above Instrument Exempt J/2;Exempt Page/Filing $115 . 00 NO Handling $20 . 00. _ NO COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-58,4 $5 . 00 NO Notation $0 . 00, , NO Cert.Copies $28 . 75 NO RPT $200 . 00 NO Transfer Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $388 . 75 TRANSFER TAX NUMBER: 21-25153 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County 2:. F� Lv Number of p6ges 3 RECORDED Y This document will be public Fcb Ell record.Please remove all Social Security Numbers prior to recording. pi iQi:_i44 P Deed/Mortgage Instrument 5 ��Deed Mortgage Tax Stiallll) Recording Filing Stamps FEES Page/Filing Fee — Mortgage Amt. Handling 20. 00 1.Basic Tax TP-584 2. Additional Tax Sub Total Notation SPec./Assft. EA-52 17(County) SubTotal or Spec./Add. EA-5217(State) TOT.MTG.TAX R.P-T.S.A. Dual TownDualCounty Comm. eld forAppointment omm.of Ed. S. 00 ._ Transfer Tax Mansion Tax �ertifieAffi �dCopy The property covered by this mortgage,is or will be improved by a one or two NYS Surcharge 15. 00 a family dwelling only. Other Sub Total YES - orNO Grand Total- 1 7 If NO, see appropriate tax clause on p e J�_ofthls instrument. 22005987 1000 09500 0400 0010001 '� / a p- e 0— 5 Community Preservation Fund Real Propep T S Tax Servicerty R smi A I INlull1111 Pill 111111111111111111l1l11 Consideration Amount:$ Agency p 10-FEB Verification CPF Tax Due Impro ed_ 5atisfactlons/Discharg JCOe ases s' Owners Mailing Address 6 Is 'ReD a RUETLIP1590lWy• Vacant Land TIko 6'11w11)'!*1 J3�75 1,�al,2 4V TD TD J61-1101111 d./V TD Mail to:Judith A.Pascale,Suffolk County Clerk TltleCompany Information 310 Center Drive, Riverhead, NY 11901 — www.suffo[kcountyny.gov/clerk Title#Co.Name- ,Ile _qhl lb- 8 Suffolk County Recording & Endorsement Page This page forms part of the attached 60/l/mV /Au-bb made by: (SPECIFY TYPE OF INSTRUMENT) Zj_e The premises herein is situated in SUFFOLK COUNTY,NEW YORK. In the TOWN of kih/ o In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FI ING. over GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made o the day of bjel,T1 zo:Q , 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.-4-1, 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; a n d WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive { areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and 1 WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of FIVE HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED FORTY-SIX DOLLARS AND 99/100 ($566,946.99) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174658, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 10, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021 by Cashin Technical Services, Inc. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New York State Agriculture and Markets Law ("Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. 4 "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of. horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for FIVE HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED FORTY-SIX DOLLARS AND 99/100 ($566,946.99) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. Mineral exploitation, and extraction of any mineral, including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 7 a 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 l" Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 8 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 9 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they 10 may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer "U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which 11 arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting for the date, office, liber and 12 page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting : (a) from injury to persons or damages to property arising from any activity on the Property; ,and (b) from actions or claims of any nature by third parties arising out of the entering 13 into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in 14 equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 15 6.04 Notice All notices required by this Easement must 'be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be 16 payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private 17 non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise 18 recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MATTITUCK FARM HOLDINGS, LLC, Grantor l B y: Peter Talty, vice President/ 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STA TE OF NEW YORK) COUNTY OF SUFFOLK)SS,• ) On the �� day of bV e(M b V , 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(ies), and that by his/her/their signature(,-) on the instrument, the Individual(s), or the person upon behalf of which the/ndivldual(s)acted, executed the instrument. Signatur%ffce"of individual taking acknowledoement Jeanne D. Giarratano Notary Public, State of New York No. 01G16094250 Qualified in Suffolk County STA TE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) 55.- On this Gi day of &4'ed9b�41' , 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 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(,-) on the instrument, the individual(,-), or the person upon behalf of which the individuals) acted, executed the instrument, Signatur%ice ofindividual taking acknowledgement Jeanne D. Giarratano 20 Notary Public, State of New York No. OIGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 Alkstewart SCHEDULE "A" _TITLF —_ Title Number: 71174658 AS TO DEVELOPMENT RIGHTS EASEMENT AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane, distant 345.39 feet along the southerly side of Oregon Road to the true point of BEGINNING; RUNNING THENCE still along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 330.04 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 452.23 feet; RUNNING THENCE North 48 degrees 29 minutes 58 seconds East, 376.34 feet; RUNNING THENCE North 41 degrees 30 minutes 02 seconds West, 267.88 feet to the southerly side of Oregon Road and the point or place of BEGINNING. BEING AND INTENDED TO BE part of the same premises described in a certain deed from Island Creek Properties, LLC to Mattituck Farm Holdings, LLC, dated 2/14/2006, recorded 2/23/2006 in Liber 12427 Page 312. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 3 of 3) - „�..W......................:.. d0.°� p0. SITE: `s �F o \1 Era _ fir• `� p0. ®>,.., 6p� �•ti 0� o •'op 0.pPp F KEY IAP n1=6001 , i TOTAL AR64=11.22 ACRES rn..:swW.zm:aw 1.—,kN =10.00 ACRES — SUFFOLK COUNTY TAX MAP# 1000-95-04-Of F °SSG a Fad' 1a� 60 Survey Ems` Survey of Property Cutohogue Town of Southold unn svxvrnxa Suffolk County. New York rnu o®aa.mm Tax Map 11000-95-04-1 Scale I'=80' S.Plemb.r 10.2021 CWd'ied loGRAPHIC SCALE _ Toan of SmIlidd •— wlbbd Form Hall p,,Uc �sP�cfaillna-eauu SI-4 rD,b—,ca ru.arl -. C O V E N A N T S R E S T R I C T I O N S I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII IIII IIIIIII (IIII (IIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 02/25/2022 Number of Pages : 8 At: 11 :27 : 11 AM Receipt Number : 22-0032419 TRANSFER TAX NUMBER: 21-25154 LIBER: D00013144 PAGE : 504 District: Section: Block: Lot: 1000 095 . 00 04 . 00 001 . 000 EXAMINED AND CHARGED AS FOLLOWS ',)eed Amount: $0 .00 Received the Following Fees For Above Instrument Exempt ti Exempt Page/Filing $40 . 00 NO Handling $20 . 00 .. 7 .NO COE $5 . 00 NO NYS SRCHG $15 :00 � � �� �NO TP-584 $5 . 00 NO Notation $0 . 00 NO Cert.Copies $10 . 00 NO RPT `i' $200 . 00 � NO : Transfer tax $0 . 00 NO Comm.Pres $0 . 00 NO Fees Paid $295 . 00 TRANSFER TAX NUMBER: 21-25154 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County P __—rpages RECORDED 2022 Feb 25 11,27:11 AN This document will be public jUDITH A. PASCALE record.Please'remove all CLERK OF CUrl m SUFFOLK COUNTY Social Security Numbers C Security g L D00013144 prior to recording. P 504 - = DTA 21-Z5154 Deed/Mortgage Instrument 3 Deed Mortgage Tax Stamp Recording/Filing Stamps FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. EA-52 17(County) SubTotal or Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town Dual County Held forAppointment Comm.of Ed. S. :00 Transfer Tax Affidavit Mansion Tax IN C--Certif�iedCopy�) The property covered by this mortgage is ---------------- or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other YES_orl\!O GrandTotal5 1 If NO, see appropriate tax clause an page k_—Ofthis instrument. 4 Dist./CW 4771738 1000 09500 0400. 001000 .5 Community Preservation Fund Real Property p T S Tax Service SMI A IIIA Jill 1111111loll llllllllll�l consideration Amount$ Agency 10-FEB-22 CPF Tax Due Verification Improved — SatiRic—dons/Discharge IS11 ReleaSIS,USrtUPrrolrCrtV Owners MallingAddress R CORD RET RN 0: Vacant Land T,,),7 ols-,ul-ho Ito' - 'a , TD 53G'95 -)j //� '4" Aa /150y //-/I V/ TD TD Mail to:Judith A.Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 _7] www.suffolkcountyny.gov/clerk Co.Name J/Ildov-j 'Ti'l-l"., I rEie;r 8 Suffolk County Recording & Endorsement Page This page forms part of the attached— eovl,71y'?rs 4Q� �'6kl�-book made by. (SPECIFY TYPE OF INSTRUMENT) Im11h1va -rdrm z/U�C>'GIC/S LLC' The premises herein is situated in SUFFOLK COUNTY,NEWYORK. TO In the TOWN of— alj-/1dlr d ZLO alj /lha,-1 In the VILLAGE or HAMLET of &1kh-o9ue' U BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. -- over DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION,made as of the ;3''day ofLC��/�'J��f , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton, New York 11968, hereinafter referred to as the "DECLARANT". WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 7040 Oregon Road, Cutchogue in the Town of Southold, County of Suffolk, and State of New York designated as SCTM#1000-95.-4-1 and shown on a survey prepared September 10, 2021, by John Minto, L.L.S. of JM Land Surveying, Surveyors, a reduced copy of which is attached hereto as Exhibit "A" and made a part hereof, and described in the metes and bounds description attached at Exhibit`B" and made a part hereof(the "Property"); and WHEREAS,the Survey shows a Development Rights Easement Area of 10 acres and a Reserve Area (or Development Area) of 2.22 acres, both described in the metes and bounds description attached as Exhibit "C" and"D", respectfully; and WHEREAS, the DECLARANT has granted to the Town of Southold a Grant of Development Rights Easement, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property, that the within covenants and restrictions be imposed on the Property, and as a condition of acceptance of the Grant of Development Rights Easement, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of DECLARANT and subsequent owners of the Property; and NOW THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit,publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel (Area) into the same Grantee; and will not make an application for or seek any relief from the Town of Southold that would allow subdivision of the Reserve Area from the area subject to the Deed of Development Rights Easement. Notwithstanding, said Development Rights Easement Parcel is subject to the provisions ,et forth in Section 3.03 of the Grant of Development Rights Easement which reads as follows: "3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law Section 265, 276 or 277 or 335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights area acquired into two or more parcels, in whole or part. Grantor may, subject to approval of the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law." The Reserve Area must always be associated with a Development Rights Easement Parcel which contains at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration,'or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection,paragraph, clause,phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. -44TUCK FARM HOLDINGS, LLC By: Peter Talt ice President STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) On the day of 2021, before me, the undersigned, personally appeared Peter Talty, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned. NotaryPublic �r Jeanne D. Giarratano Notary Public, State of New York No. oiGI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 T /J a t p0.E oo°„ Opl9 t\�> KEY Man 1"=600' ar �p4 ��dodrr�, � �•.. 96.bJOry11. ,c 177 ores TOTAL AREA=12.12 ACRES fm�R+a'cf t Fats Cmenml kw 5 =f0.00 ACRES SUFFOLK COUNTY TAX MAP# 1000-95-0401 's,8 P, i 9!G 1 9ZsP �n r•� OF 0 2P` 4 OA 0654 �aj0c� Survey of Property -re. Cutohogue Town of Southold r.° suxvar,Nc Suffolk County, New York J ° Tax Map#1000-95-04-1 nnnP e��.Wm Scale 1"=80' September 10,2021 Caddied fa: GRAPHIC SCALE YnIbW Farm Hddup9,LLC R�Ptmne:(01)nu9azSlerml Me hnvm-Co. 93 Smitnla�n Boul�mrd,9milMam,N.Y.11)e) 11vae l EXHIBIT "B" .'FE TELE Title Number: 71174658 SCHEDULE A— DESCRIPTION REVISED 9/30/2021 AS TO TOTAL AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 675.43 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 721.90 feet to a concrete monument and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part, of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 1 of 3) - EXHIBIT "C" ~ TITLE Title Number: 71174658 AS TO DEVELOPMENT RIGHTS EASEMENT AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane, distant 345.39 feet along the southerly side of Oregon Road to the true point of BEGINNING; RUNNING THENCE still along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 330.04 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the ' easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 452.23 feet; RUNNING THENCE North 48 degrees 29 minutes 58 seconds East, 376.34 feet; RUNNING THENCE North 41 degrees 30 minutes 02 seconds West, 267.88 feet to the southerly side of Oregon Road and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. - Schedule A Description(Page 3 of 3) - -0 ct� EXHIBIT "D" i��art ITLI= Title Number: 71174658 AS TO RESERVED AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the in of the southerly line of Oregon Road and the easterly line of Alvahs Lane and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 345.39 feet; RUNNING THENCE South 41 degrees 30 minutes 02 seconds East, 267.88 feet; RUNNING THENCE South 48 degrees 29 minutes 58 seconds West, 376.34 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 269.67 feet to a concrete monument and the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description(Page 2 of 3) - _ T I T L E P O L I C Y ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY Affirstewart 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) t 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 b : g Y �1NSUR,q tip••' 4P0"ti�' Af;^ John Frates ¢ ? 1987 0'o President and General Counsel Q. i3v Craiq GoII#bnterq 'k Division Went - ent David 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 .I Serial No.: 0-8911-000917900 File No.: 71174658 rF COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attorneys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting, regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer;or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A),(B),(C),and(D)reserving,however,all (a) "Amount of Insurance": The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) "Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A. improvements that by law constitute real property. The term (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right, title, interest, estate, or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways, but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) "Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stock,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the clerk of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity (j) "Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) "Unmarketable Title": Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning Serial No.: 0-8911-000917900 File No.: 71174658 CONDITIONS(Continued) 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land, or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute, or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title, as insured,and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Company's liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless, in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured, and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company,at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In case of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and together with any costs,attorneys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees,costs, or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding 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) Serial No.: 0-8911-000917900 File No.: 71174658 8. DETERMINATION AND EXTENT OF LIABILITY Insured to indemnities,guaranties,other policies of insurance,or This policy is a contract of indemnity against actual monetary loss or bonds,notwithstanding any terms or conditions contained in those damage sustained or incurred by the Insured Claimant who has instruments that address subrogation rights. suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance;or 14. ARBITRATION (ii) the difference between the value of the Title as insured and Either the Company or the Insured may demand that the claim or the value of the Title subject to the risk insured against by controversy shall be submitted to arbitration pursuant to the Title this policy. Insurance Arbitration Rules of the American Land Title Association (b) If the Company pursues its rights under Section 5 of these ("Rules'). Except as provided in the Rules,there shall be no joinder or Conditions and is unsuccessful in establishing the Title, as consolidation with claims or controversies of other persons. Arbitrable insured, matters may include, but are not limited to, any controversy or claim (i) the Amount of Insurance shall be increased by 10%,and between the Company and the Insured arising out of or relating to this (ii) the Insured Claimant shall have the right to have the loss or policy, any service in connection with its issuance or the breach of a damage determined either as of the date the claim was policy provision,or to any other controversy or claim arising out of the made by the Insured Claimant or as of the date it is settled transaction giving rise to this policy. All arbitrable matters when the and paid. Amount of Insurance is$2,000,000 or less shall be arbitrated at the (c) In addition to the extent of liability under(a)and(b),the Company option of either the Company or the Insured.All arbitrable matters when will also pay those costs,attorneys'fees,and expenses incurred the Amount of Insurance is in excess of$2,000,000 shall be arbitrated in accordance with Sections 5 and 7 of these Conditions. only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the 9. LIMITATION OF LIABILITY parties. Judgment upon the award rendered by the Arbitrator(s)may (a) If the Company establishes the Title, or removes the alleged be entered in any court of competent jurisdiction. defect,lien,or encumbrance,or cures the lack of a right of access to or from the Land,or cures the claim of Unmarketable Title,all 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE as insured, in a reasonably diligent manner by any method, CONTRACT including litigation and the completion of any appeals,it shall have (a) This policy together with all endorsements,if any,attached to it by fully performed its obligations with respect to that matter and shall the Company is the entire policy and contract between the Insured not be liable for any loss or damage caused to the Insured. and the Company. In interpreting any provision of this policy,this (b) In the event of any litigation,including litigation by the Company policy shall be construed as a whole. or with the Company's consent, the Company shall have no (b) Any claim of loss or damage that arises out of the status of the liability for loss or damage until there has been a final Title or by any action asserting such claim shall be restricted to determination by a court of competent jurisdiction,and disposition this policy. of all appeals,adverse to the Title,as insured. (c) Any amendment of or endorsement to this policy must be in writing (c) The Company shall not be liable for loss or damage to the Insured and authenticated by an authorized person, or expressly for liability voluntarily assumed by the Insured in settling any claim incorporated by Schedule A of this policy. or suit without the prior written consent of the Company. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF provisions. Except as the endorsement expressly states,it does LIABILITY not(i) modify any of the terms and provisions of the policy, (ii) All payments under this policy, except payments made for costs, modify any prior endorsement, (iii)extend the Date of Policy,or attorneys'fees, and expenses,shall reduce the Amount of Insurance (iv)increase the Amount of Insurance. by the amount of the payment. 16. SEVERABILITY 11. LIABILITY NONCUMULATIVE In the event any provision of this policy,in whole or in part,is held invalid The Amount of Insurance shall be reduced by any amount the Company or unenforceable under applicable law,the policy shall be deemed not pays under any policy insuring a Mortgage to which exception is taken to include that provision or such part held to be invalid, but all other in Schedule B or to which the Insured has agreed,assumed,or taken provisions shall remain in full force and effect. subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title,and the amount so paid shall be 17. CHOICE OF LAW;FORUM deemed a payment to the Insured under this policy. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the 12. PAYMENT OF LOSS premium charged therefore in reliance upon the law affecting When liability and the extent of loss or damage have been definitely interests in real property and applicable to the interpretation, fixed in accordance with these Conditions,the payment shall be made rights, remedies,or enforcement of policies of title insurance of within 30 days. the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT jurisdiction where the Land is located to determine the validity of (a) Whenever the Company shall have settled and paid a claim under claims against the Title that are adverse to the Insured and to this policy,it shall be subrogated and entitled to the rights of the interpret and enforce the terms of this policy. In neither case shall Insured Claimant in the Title and all other rights and remedies in the court or arbitrator apply its conflicts of law principles to respect to the claim that the Insured Claimant has against any determine the applicable law. person or property,to the extent of the amount of any loss,costs, (c) Choice of Forum: Any litigation or other proceeding brought by attorneys'fees,and expenses paid by the Company. If requested the Insured against the Company must be filed only in a state or by the Company,the Insured Claimant shall execute documents federal court within the United States of America or its territories to evidence the transfer to the Company of these rights and having appropriate jurisdiction. remedies. The Insured Claimant shall permit the Company to sue, compromise,or settle in the name of the Insured Claimant and to 18. NOTICES,WHERE SENT use the name of the Insured Claimant in any transaction or Any notice of claim and any other notice or statement in writing required to litigation involving these rights and remedies. If a payment on be given to the Company under this policy must be given to the Company at account of a claim does not fully cover the loss of the Insured Claims Department at 60 East 42M Street,Suite 1260,New York,NY 10165. Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Serial No.: 0-8911-000917900 File No.: 71174658 stewart title Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 File Number: 71174658 Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A— CERTIFICATION Amount of Insurance: $566,946.99 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: 1, 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. i 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 04.00 Lot: 001.000 - Schedule A Certification(Page 1 of 1) - Stewart title Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 `- File Number: 71174658 SCHEDULE A- DESCRIPTION AS TO TOTAL AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 675.43 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; i RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 721.90 feet to a concrete monument and the point or place of BEGINNING. -Schedule A Description(Page 1 of 3)- stewart titie Policy Number: 0-8911-0009.17900 Date of Policy: December 3, 2021 File Number: 71174658 AS TO RESERVED AREA: ALL'that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane.and from said point of BEGINNING; RUNNING THENCE along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 345.39 feet; RUNNING THENCE South 41 degrees 30 minutes 02 seconds East, 267.88 feet; RUNNING THENCE South 48 degrees 29 minutes 58 seconds.West, 376.34 feet to the easterly side of Alvahs Lane; RUNNING THENCE along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 269.67 feet to a concrete monument and the point or place of BEGINNING. - Schedule A Description(Page 2 of 3)- Stewart title Policy Number: 0-8911-000917900 1• Date of Policy: December 3, 2021 �.� File Number: 71174658 AS TO DEVELOPMENT RIGHTS EASEMENT AREA: ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, more particularly bounded and described as follows: BEGINNING at a monument at the intersection of the southerly line of Oregon Road and the easterly line of Alvahs Lane, distant 345.39 feet along the southerly side of Oregon Road to the true point of BEGINNING; RUNNING THENCE still along the southerly line of Oregon Road North 48 degrees 30 minutes 00 seconds East, 330.04 feet to land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land South 37 degrees 21 minutes 10 seconds East, 823.82 feet to a concrete monument and other land now or formerly of Mattituck Holdings LLC; RUNNING THENCE along said land, South 57 degrees 00 minutes 30 seconds West, 706.50 feet to the easterly side of Alvahs Lane; RUNNING THENCE_along said easterly line of Alvahs Lane, North 34 degrees 54 minutes 30 seconds West, 452.23 feet; RUNNING THENCE North 48 degrees 29 minutes 58 seconds East, 376.34 feet; RUNNING THENCE North 41 degrees 30 minutes 02 seconds West, 267.88 feet to the southerly side of Oregon Road andthe point or place of BEGINNING. - Schedule A Description(Page 3 of 3)- stewar t tit1O Policy Number: 0-8911-000917900 L Date of Policy: December 3, 2021 File Number: 71174658 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys'fees or expenses that arise by reason of: 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey exceptions as shown on survey made by John Minto, Land Surveyor, last dated 9/10/2021 (Job Number NIA): a. Utility poles vary along northerly line; b. Water pump varies along part of southerly line; c. Earth Road varies along southerly line; Subject to the rights of others over same. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 15t Half Town and School Taxes, as a lien not yet due and payable. -Schedule B Part I(Page 1 of 1) - steWar,,,t title Policy Number: 0-8911-000917900 Date of Policy: December 3, 2021 File Number: 71174658 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law for services, labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes,assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as.it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: PO4v John Prates 71'reeWent and General Counsel .p pori d Offic o Agent avid Hlsey 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) stewar t titio Policy Number: 0-8911-000917900 _ Date of Policy: December 3, 2021 File Number: 71174658 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: �Ns , �0 John Frates 1 7 il-h T� President and General Counsel AJd• hori d 6 --c o Agent avis;Hisay Secret2ry 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 HASE I E ON V JIJ NT 1—L. S ASSESSMENT for the property located at: Farm 4 7040 Oregon Road Cutchogue, Neter York SCTM #1000-95-4- 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 _ c . ervices, Inc. Engineering -PI,. 1111 .,.n " taction Management 1200 Veterans Memorial Highs ay, up . tge-,.1 ',York 11788 - (631) 348-7600 .SEP . - ' ER 23, 2021 PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 4 7040 OREGON ROAD CUTCHOGUE,NEW YORK SCTM#1000-95-4-1 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 I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 4 7040 OREGON ROAD CUTCHOGUE,NEW YORK SCTM#1000-95-4-1 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 (Fane 4) located at 7040 Oregon Road, Cutchogue,NY. The subject property consists of approximately 12.1 acres of cultivated fields, currently planted with corn. No structures are present on the property. The subject farm parcel is bordered by Oregon Road on the north, Alvahs Lane on the west, and other Mattituck Farm Holdings properties on the east and south. A development area at the northeast corner of the property, currently consisting of cultivated land, is included as part of the subject property included in this ESA, per direction from the Town. 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 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: Recognized Environmental Conditions(RECs) None Identified. I=1is'toric'RecoOized Environmental Conditions None identified. Controlled Recognized Environmental Conditions (RECs) None identified. De Minimis Conditions None identified. ES-2 Cashin Technical Services, Inc. t 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 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 District No. 1. The documentation includes a waiver signed by Mattiuck Farm Holdings, LLC, for approximately 10-acres of active farmland (Tax Parcel ID No 1000-095.00-04.00- 001.000) 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 ? 22-039W WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of 10.0 acres of active farmland and/or 0 acres of non- farmland, situated at Suffolk County Tax Map No. 1000-95.-4-1 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: Scott . Russell, Supervisor Peter Talty, (gent 53095 Main Road (NYS Rt 25) 2299 North ea Road P.O. Box 1179 Southampton, NY 11968 Southold, NY 11971 STATE OF NEW YORK) ss: COUNTY OF SUFFOLK) On the y'll day of &LeI77h_61_ , 2021, before me personally appeared SCOTT A. RUSSELL, personally known to me or provided to me on the basis of y 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. N tary Public i_ 1 n\R E D GLA RRATAN0 SUUTOFNE"oiYOR{ STATE OF NEW YORK) i i .I:•.�' :'Ur1iC. � �,i.i tenon Na 01 Gi6094250 ss. I Qo3iifi�d in Suffo1i Connry COUNTY OF SUFFOLK) I _ Comadssion Em)imj Jvnc1ti,2023 On the �'�d day of2021, 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. i Notary Public ;irk d�D GiARR�SIkNO YUBUC.STAJT OF NEW YORK 3.eviStratic=lio.01G1604250 QaauFied L'1 Suffolk Coffin' Commission Ezpims June 16,207^ 1 � OFFICE LOCATION: MELISSA A. SPIRO of $®(��� Town Hall Annex LAND PRESERVATION COORDINATOR 54375��® 54375 State Route 25 melissa.spiro@town.southold.ny.us (comer of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 C/P MAILING ADDRESS: www.southoldtownny.gov 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 IOB Airline Drive Albany,NY 12235 Re: MATTITUCK FARM HOLDINGS.LLC to TOWN OF SOUTHOLD SCTM#1000-95.-4-1 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.-4-1.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: 503 LOCATION: 7040 Oregon Road, Cutchogue EASEMENT ACREAGE: 10.0 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-001.000 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.doroskiQtown.southo ld.ny.us Thank you. Sincerely, Q' 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 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 0706 (Farm 3) Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013147, Page 610 Recorded: 3/17/2022 CE: Suffolk 0707 Grantor: Mattituck Farm Holdings, LLC Deed: Book D00013144, Page 503 Recorded: 2/25/2022 CE: Suffolk 0708 (Farm 5) Grantor: Mattituck Farm Holdings, LLC Y ` Deed: Book D00013146, Page 997 Recorded: 3/14/2022 NewvoRK I Departmentof . ov a uurtv 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), provided, 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 IMI 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 illeCanie Doroski Land Management SpeciaCist II Land Preservation Department Tmvn of SouthoCcf 631-765-5711 1 OFFICE LOCATION: MELISSA A. SPIRO ®F S®U� Town Hall Annex LAND PRESERVATION COORDINATOR 54375®�® 54375 State Route 25 melissa.spiro@town.southold.ny.us (comer of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 e� MAILING ADDRESS: www.southoldtownny.gov P.O. Box 1179 �10®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. 'Okoa OFFICE LOCATION: MELISSA A.SPIRO �o�� COGy� Town Hall Annex LAND PRESERVATION COORDINATOR 54375 State Route 25 melissa.spiro@town.southold.ny.us t (corner of Main Rd&Youngs Ave) 2 Southold,New York Telephone(631)765-5711 y. www.southoldtownny.govMAILING ADDRESS: P.O.Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VIA electronic mail robert.morrelI@dec.ny..gov robert.burgher@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.-4-1 (Farm 4) 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 503 LOCATION: 7040 Oregon Road, Cutchogue EASEMENT ACREAGE: 10 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-001.000 Kindly acknowledge receipt of this document by providing me with the NYS-DEC control number assigned to this easement. Sincerely, 4z.,4 4--,- 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 DHAwNer JIA CHECKED By JM SECTION 7209 OF THE NEW YORK STATE EDUCATION LAW. COPIES OF THIS SURVEY MAP NOT BEARING CAD FILE DATE: SEPT 2021 THE LAND SURVEYOR'S INKED SEAL OR 21 AIVAHS LANE EMBOSSED SEAL SHALL NOT BE CONSIDERED D,qg No: � 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— 1 TUTION. GUARANTEES ARE NOT TRANSFERABLE. QOP� Note: ALL SUBSURFACE STRUCTURES; a ` WATER SUPPLY, SANITARY SYSTEMS, c�0 DRAINAGE, DRYWELLS AND UTILITIES, SHOWN ARE FROM FIELD OBSERVATIONS AND OR DATA OBTAINED FROM OTHERS. THE EXISTENCE OF RIGHTS OF WAY AND/OR EASEMENTS OF RECORD IF ANY, NOT SHOWN ARE NOT GUARANTEED. Reserved Area / / Town Deveivrent Rights / Easement Area �. 1000-95-04-01 ��A�,S � �e�oQ pteo o °p \Reserved Ar°o/ S OSF Town Devr's,ment Rghts Easement Area FF 1000-95-03-8.1 //�� GV nt� /oo / p Re-rved Area Town Development RiG1ls L\\�I{{•J�- Easement Area 1000-95-04-3.1 Town Development Rights R �lG Eosemenf Arco 1000-95-03-3.4 �d fill = 600' e 106 O e V Q°\Q F \ Reserved Area \> concrete 96,670 sq.ft, monument 2.22 acres S / MIAL ARM 7Z. Alw,EY ZP Town Development Rigits Easement Area -� ®• ®O ACRES concrete / monument ' SUFFOL cave f� 1 /•' wafer pump�o f000-95-04-0f P I 1;A0 � oo os �f 7 e°`fir 0 s.71 0� 0 0� j e Oe�e\oe� \A N, Survey of Property situate at Cutcho ue Town of Southold g LAND SURVEYING U LA�� Suffolk County, I� o�/ York t� Mintoville@aol.com Tax Map #1000-95-04- 1 SUBDIVISIONS TITLE & MORTGAGE SURVEYS Scale 1 "— 80' September 10, 2021 TOPOGRAPHIC SURVEYS SITE PLANS Certified to, GRAPHIC SCALE John Minto, L.S. Jacqueline Marie Minto, L.S. Town of Southold 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 Farm Holdings, UC Phone: (631) 724-4832 Stewart Title Insurance Co. 93 Smithtown Boulevard, Smithtown, N.Y. 11787 IN FEET 1 inch = 80 ft. FARM 5 SCTM # 1000-95 .-4- 13 . 1 (f/k/a #1000-95:-4-12 and #1000-95-4-13 — merged 5/5/2022) Premises: 19285 & 19155 CR 48, Cutchogue, New York 12.83 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Easement dated December 3, 2021 Recorded March 14, 2022 Suffolk County Clerk — Liber 13146, Page 997 R _ ._ _ _ _ _ _ _ _ E . . C O R D E D E A S E M E N T IIIIIIIIIIII VIII VIII VIII VIII VIII VIII VIII IIII II II 111111(IIII VIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 03/14/2022 Number of Pages : 24 At: 02 :22 :26 PM Receipt Number : 22-0043717 TRANSFER TAX NUMBER: 21-27221 LIBER: D00013146 PAGE : 997 District: Section: Block: Lot: 1000 095 . 00 04 . 00 012 . 000 r EXAMINED AND CHARGED AS FOLLOWS ,.,eed Amount: $727 ,392 . 99 Received the Following Fees For Above Instrument Exempt :; Exempt Page/Filing $120 . 00 NO Handling $20 . 00: .x' , NO COE $5 . 00 NO NYS SRCHG $15 . 00 NO " TP-5.84, $5 . 00 NO Notation $0 . 00, ,,.Y NO N Cert.'Cbpies $30 . 00 NO RPT $400.00'f' `NO Transfer tax $0 . 00 NO Comm.Pres $0 : 00 NO Fees Paid $595 . 00 TRANSFER TAX NUMBER: 21-27221 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County `s=' Number of pages This document will be public record.Please remove all Social Security Numbers 001-',_1. prior to recording. 7221 Deed/Mortgage Instrument Deed Mortgage Tax Stamp Recording Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation SpecJAssit. EA-5217(County) Sub Total Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. Dual Town* Dual County Held for Appointment Comm.of Ed. 5. 00 Transfer Tax n Affidavit Mansion Tax The property covered by this mortgage Ce,�tifledCopy�,b�t or will be improved by a one or tw NYS Surcharge isr 00 bub Total family dwelling only. Other YES—or No Grand Total —3 f If NO, see appropriate tax clause on i1age# of this Instrument. 2 —'3L 47 Dist.l 22005982 5Lcommunity Preservation Fund Real Property p T S "Conside,ati. A�.out$ R Tax Service ( SMI A II� � ,, Agency 10-FEB- CPF Tax Due $ Verification — Improved 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD&RETURN TO: Vacant Land TO 5309 INlc"-, TO TO Mail to:Judith A.Pascale,Suffoll(County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name SlwjC: www.suffoll(countyny.gov/clerl( Title# 8 . Suffolk County Recording & Endorsement Page This p'age forms part of the attached 9 Y-Qi If U'E 1 3P 1"11/'It made by: 1--7 (SPECIFYTYPE OF INSTRUMENT) 1. (,L t Lam, /�IA The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of �10 Al C, -172, In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over 6 ° r T Sn Doc ID: 22005982 R SMI , t - 110-FEB-22 Tax Maps District Secton Block Lot School District Sub Division Name 1000 09500 0400 012000 1000 09500 0400 013000 MATTITUCK-CUTCHOGUE r'rdr� > 1�•4 rF yr ,7 r/ 1 o . GRANT OF DEVELOPMENT RIGHTS EASEMENT as THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made obi 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 SCTM #1000-95.-4-12 AND SCTM#1000-95.-4-13 more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "'Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 13, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, upon the recording of this Easement, Grantor has agreed to merge real properties identified as SCTM #1000-95.-4-12 described in Executor's Deed to Grantor dated August 3, 2005, recorded on August 15, 2005 in the Suffolk County Clerk's Office in Liber 12403, Page 562, and SCTM #1000-95.-4-13 described in Bargain and Sale Deed with Covenants dated July 29, 2005, recorded August 15, 2005 in the Suffolk County Clerk's Office in Liber 12403, Page 560. The merging of these parcels will result in the formation of a 12.83 acre parcel, more fully described in Schedule A attached hereto and made a part hereof; and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and 1 r1 'Y WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's agricultural economy; and WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of SEVEN HUNDRED TWENTY- SEVEN THOUSAND THREE HUNDRED NINETY-TWO DOLLARS AND 99/100 ($727,392.99) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations,, condition, covenants, agreements, provisions and use 2 .o restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174661, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by John Minto, L.L.S. of JM Land Surveying, dated September 13, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021, by Cashin Technical Services. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. l 4 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New York State Agriculture and Markets Law ('Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property,-including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 5 r 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word 'Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE Grantor, for SEVEN HUNDRED TWENTY-SEVEN THOUSAND THREE HUNDRED NINETY-TWO DOLLARS AND 99/100 ($727,392.99) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. 6 Mineral exploitation, and extraction of any mineral, including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly 7 diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems ("utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. 8 Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or onto adjoining properties. 3.10 Lot Yield; Future Development Except as provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. 9 ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to 10 maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. Grantor may offer ""U-Pick" operations and/or the use of a corn maze to the general public, provided that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to review by the Town of Southold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: (i) Underground facilities used to supply utilities solely for the use and enjoyment of the Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage II improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 12 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the 13 Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property 14 resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense x and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default 15 or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 6.04 Notice All notices required by this Easement must be written. Notices shall be delivered electronically and by first class mail, or by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice ( to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, 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. 16 If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 17 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 18 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. 19 IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: MATTITUCK FARM HOLDINGS, LLC, Grantor By: - Peter Talty, Vce President✓ ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STA TE OF NEW YORK) COUNTY OF SUFFOLK) SS. On the 2d day of l�lC.!/��d l , in the year 2021 before me, the undersigned, personally appeared Peter Talty, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name (s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signatures) on the instrument, the individual(s), or the person upon behalf of which the individuals) acted, executed the instrument. Signatur%ffice of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. O IGI6094250 20 Qualified in Suffolk County Commission Expires June 16, 2023 A STA TE OF NEW YORK ) COUNTY OF SUFFOLK ) SS. On this 3'G day of 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 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. S/gnatur%>fce'of/ndly/dual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. 01GI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 Apstewart , SCHEDULE "A" _. TITLE Title Number: 71174661 TOWN OF SOUTHOLD DEVELOPMENT RIGHTS EASEMENT AREA ALL that certain plot, piece or parcel of land, situate, lying and being in the Town'of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at a concrete monument marking the southeast corner of land now or formerly of Kimberly Zahra; said point also being distant easterly 381.51 feet as measured along same from the intersection of the easterly side of Horseshoe Drive with the northerly side of Middle Road; RUNNING THENCE along said land the following two courses and distances: 1. North 38 degrees 52 minutes 30 seconds West, 179.48 feet; 2. South 58 degrees 23 minutes 30 seconds West, 100 feet to a concrete monument; RUNNING THENCE North 38 degrees 52 minutes 30 seconds West, 1813.04 feet to a concrete monument; RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 280.58 feet to a concrete monument; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2,026.21 feet (actual) (2,026.18 feet per deed) to a concrete monument on the northerly line of Middle Road (Route 48); RUNNING THENCE along said line in a westerly direction on an are to the right having a radius of 5'669.58 feet, a distance of 193.75 feet to a concrete monument, the point or place of BEGINNING. SAID PREMISES is being and intended to be the same premises described in i) a certain deed from Thomas J. Matrick, as Administrator of the Estate of John Matwieczyk, deceased (as to undivided one-quarter interest) , Sharon Burke, as Executrix of the Estate of Genevieve T. Chudzinski, deceased (as to undivided one-quarter interest), Helen Misterka (as to undivided one-quarter interest) and Bertha Gancarz (as to undivided one-quarter interest) to Mattituck Farm Holdings, LLC, dated 8/3/2005 and recorded 8/15/2005 in Liber 12403 Page 562 (as to Tax Lot 12.0001),; and ii) a certain deed from Thomas J. Matrick to Mattituck Farm Holdings, LLC, dated 7/29/2005 and recorded 8/15/2005 in Liber 12403 Page 560 (as to Tax Lot 13.000) . FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. i' Schedule A Description (Page 3 of 3)- --------------- SITE. y� J '4esvP'6 a°y 4f. gU � \,N KEY MAP P'=600' Im Is ,q 10,INN 0 ImnYi`bi \I\ Ti' .1y9q ty \ V y / Asko O. mrm F,Jy Imn �0•c�`:+ d�,A\. � tp'd Mi �P�y or \ry Zp0 Survey of Property Cut.hogue Town of Soulhold Suffolk County, New York Ininto..9v®.y e^ S.C.T,BO 11000-115-0der-12 8 11 V Scn1e 1= u.. Septemb15.2021 ....,,.. Ce.li41. GRAPHIC SCALE _ Imn of$.Vad - �'-- Wild.,F—1Wp.LIC �v1m.a(esll—.24 51-1 rdk bssmce U r.•w,� T I T L E P O L I C Y ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY Ao^stew t 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 1 (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: tt+su t��'PPOq . q,;.<^ John Frates z� 7 President and General Counsel Craig Gol en'erg ` Division i? a ent David 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:/lwww.StewartNewYork.com IF Serial No.: 0-8911-000917903 File No.:71174661 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attorneys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer,or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy and 3. Defects,liens,encumbrances,adverse claims,or other matters the date of recording of the deed or other instrument of transfer in the Public (a) created,suffered,assumed,or agreed to by the Insured Claimant; Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS purposes. The following terms when used in this policy mean: (ii) With regard to(A), (B),(C),and(D)reserving,however,all (a) "Amount of Insurance': The amount stated in Schedule A,as may rights and defenses as to any successor that the Company be increased or decreased by endorsement to this policy, would have had against any predecessor Insured. increased by Section 8(b),or decreased by Sections 10 and 11 of (e) "Insured Claimant": An Insured claiming loss or damage. these Conditions. (f) "Knowledge" or "Known": Actual knowledge, not constructive (b) "Date of Policy": The date designated as "Date of Policy" in knowledge or notice that may be imputed to an Insured by reason Schedule A. of the Public Records or any other records that impart constructive (c) "Entity": A corporation,partnership,trust,limited liability company, notice of matters affecting the Title. or other similar legal entity. (g) "Land": The land described in Schedule A, and affixed (d) "Insured": The Insured named in Schedule A. improvements that by law constitute real property. The term (i) The term"Insured"also includes "Land"does not include any property beyond the lines of the area (A) successors to the Title of the Insured by operation of described in Schedule A, nor any right, title, interest, estate, or law as distinguished from purchase, including heirs, easement in abutting streets,roads,avenues,alleys,lanes,ways, devisees,survivors,personal representatives,or next or waterways,but this does not modify or limit the extent that a of kin; right of access to and from the Land is insured by this policy. (B) successors to an Insured by dissolution, merger, (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security consolidation,distribution,or reorganization; instrument, including one evidenced by electronic means (C) successors to an Insured by its conversion to another authorized by law. kind of Entity; (i) "Public Records": Records established under state statutes at (D) a grantee of an Insured under a deed delivered without Date of Policy for the purpose of imparting constructive notice of payment of actual valuable consideration conveying the Title matters relating to real property to purchasers for value and (1) if the stock,shares,memberships,or other equity without Knowledge. With respect to Covered Risk 5(d), "Public interests of the grantee are wholly-owned by the Records"shall also include environmental protection liens filed in named Insured, the records of the clerk of the United States District Court for the (2) if the grantee wholly owns the named Insured, district where the Land is located. (3) if the grantee is wholly-owned by an affiliated Entity (j) "Title": The estate or interest described in Schedule A. of the named Insured,provided the affiliated Entity and (k) "Unmarketable Title": Title affected by an alleged or apparent the named Insured are both wholly-owned by the same matter that would permit a prospective purchaser or lessee of the person or Entity,or Title or lender on the Title to be released from the obligation to (4) if the grantee is a trustee or beneficiary of a trust purchase,lease,or lend if there is a contractual condition requiring created by a written instrument established by the the delivery of marketable title. Insured named in Schedule A for estate planning CONDITIONS(Continued) Serial No.: 0-8911-000917903 File No.: 71174661 2. CONTINUATION OF INSURANCE Company all reasonable aid (1) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land, or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute, or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title,as insured, and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Company's liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured, and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company,at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; a claim covered by this policy adverse to the Insured. This TERMINATION OF LIABILITY obligation is limited to only those stated causes of action alleging In case of a claim under this policy, the Company shall have the matters insured against by this policy. The Company shall have following additional options: the right to select counsel of its choice(subject to the right of the (a) To Pay or Tender Payment of the Amount of Insurance. To pay Insured to object for reasonable cause)to represent the Insured or tender payment of the Amount of Insurance under this policy as to those stated causes of action. It shall not be liable for and together with any costs,attomeys'fees,and expenses incurred by will not pay the fees of any other counsel. The Company will not the Insured Claimant that were authorized by the Company up to pay any fees, costs, or expenses incurred by the Insured in the the time of payment or tender of payment and that the Company defense of those causes of action that allege matters not insured is obligated to pay. Upon the exercise by the Company of this against by this policy. option,all liability and obligations of the Company to the Insured (b) The Company shall have the right, in addition to the options under this policy,other than to make the payment required in this contained in Section 7 of these Conditions, at its own cost, to subsection,shall terminate,including any liability or obligation to institute and prosecute any action or proceeding orto do any other defend,prosecute,or continue any litigation. act that in its opinion may be necessary or desirable to establish (b) To Pay or Otherwise Settle With Parties Other Than the Insured the Title,as insured,or to prevent or reduce loss or damage to the or With the Insured Claimant. Insured. The Company may take any appropriate action under (i) To pay or otherwise settle with other parties for or in the the terms of this policy, whether or not it shall be liable to the name of an Insured Claimant any claim insured against Insured. The exercise of these rights shall not be an admission of under this policy. In addition, the Company will pay any liability or waiver of any provision of this policy. If the Company costs,attomeys'fees,and expenses incurred by the Insured exercises its rights under this subsection,it must do so diligently. Claimant that were authorized by the Company up to the (c) Whenever the Company brings an action or asserts a defense as time of payment and that the Company is obligated to pay; required or permitted by this policy,the Company may pursue the or litigation to a final determination by a court of competent (ii) To pay or otherwise settle with the Insured Claimant the loss jurisdiction, and it expressly reserves the right, in its sole or damage provided for under this policy,together with any discretion,to appeal any adverse judgment or order. costs,attomeys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the 6. DUTY OF INSURED CLAIMANT TO COOPERATE time of payment and that the Company is obligated to pay. (a) In all cases where this policy permits or requires the Company to Upon the exercise by the Company of either of the options prosecute or provide for the defense of any action or proceeding provided for in subsections(b)(i)or(ii),the Company's obligations and any appeals, the Insured shall secure to the Company the to the Insured under this policy for the claimed loss or damage, right to so prosecute or provide defense in the action or other than the payments required to be made, shall terminate, proceeding, including the right to use, at its option,the name of including any liability or obligation to defend, prosecute, or the Insured for this purpose. Whenever requested by the continue any litigation. Company,the Insured,at the Company's expense,shall give the CONDITIONS(Continued) 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.: 0-8911-000917903 File No.: 71174661 policy. (a) The extent of liability of the Company for loss or damage under 14. ARBITRATION this policy shall not exceed the lesser of Either the Company or the Insured may demand that the claim or (i) the Amount of Insurance;or controversy shall be submitted to arbitration pursuant to the Title (ii) the difference between the value of the Title as insured and Insurance Arbitration Rules of the American Land Title Association the value of the Title subject to the risk insured against by ("Rules'). Except as provided in the Rules,there shall be no joinder or this policy. consolidation with claims or controversies of other persons. Arbitrable (b) If the Company pursues its rights under Section 5 of these matters may include, but are not limited to, any controversy or claim Conditions and is unsuccessful in establishing the Title, as between the Company and the Insured arising out of or relating to this insured, policy,any service in connection with its issuance or the breach of a (i) the Amount of Insurance shall be increased by 10%,and policy provision,or to any other controversy or claim arising out of the (ii) the Insured Claimant shall have the right to have the loss or transaction giving rise to this policy. All arbitrable matters when the damage determined either as of the date the claim was Amount of Insurance is $2,000,000 or less shall be arbitrated at the made by the Insured Claimant or as of the date it is settled option of either the Company or the Insured.All arbitrable matters when and paid. the Amount of Insurance is in excess of$2,000,000 shall be arbitrated (c) In addition to the extent of liability under(a)and(b),the Company only when agreed to by both the Company and the Insured. Arbitration will also pay those costs,attomeys'fees,and expenses incurred pursuant to this policy and under the Rules shall be binding upon the in accordance with Sections 5 and 7 of these Conditions. parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE defect,lien,or encumbrance,or cures the lack of a right of access CONTRACT to or from the Land,or cures the claim of Unmarketable Title,all (a) This policy together with all endorsements,if any,attached to it by as insured, in a reasonably diligent manner by any method, the Company is the entire policy and contract between the Insured including litigation and the completion of any appeals,it shall have and the Company. In interpreting any provision of this policy,this fully performed its obligations with respect to that matter and shall policy shall be construed as a whole. not be liable for any loss or damage caused to the Insured. (b) Any claim of loss or damage that arises out of the status of the (b) In the event of any litigation,including litigation by the Company Title or by any action asserting such claim shall be restricted to or with the Company's consent, the Company shall have no this policy. liability for loss or damage until there has been a final (c) Any amendment of or endorsementto this policy must be in writing determination by a court of competent jurisdiction,and disposition and authenticated by an authorized person, or expressly of all appeals,adverse to the Title,as insured. incorporated by Schedule A of this policy. (c) The Company shall not be liable for loss or damage to the Insured (d) Each endorsement to this policy issued at any time is made a part for liability voluntarily assumed by the Insured in settling any claim of this policy and is subject to all of its terms and or suit without the prior written consent of the Company. provisions. Except as the endorsement expressly states,it does not (i) modify any of the terms and provisions of the policy, (ii) 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF modify any prior endorsement, (iii)extend the Date of Policy,or LIABILITY (iv)increase the Amount of Insurance. All payments under this policy, except payments made for costs, attorneys'fees,and expenses,shall reduce the Amount of Insurance 16. SEVERABILITY by the amount of the payment. In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not 11. LIABILITY NONCUMULATIVE to include that provision or such part held to be invalid, but all other The Amount of Insurance shall be reduced by any amount the Company provisions shall remain in full force and effect. pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken 17. CHOICE OF LAW;FORUM subject, or which is executed by an Insured after Date of Policy and (a) Choice of Law: The Insured acknowledges the Company has which is a charge or lien on the Title,and the amount so paid shall be underwritten the risks covered by this policy and determined the deemed a payment to the Insured under this policy. premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, 12. PAYMENT OF LOSS rights, remedies, or enforcement of policies of title insurance of When liability and the extent of loss or damage have been definitely the jurisdiction where the Land is located. fixed in accordance with these Conditions,the payment shall be made Therefore, the court or an arbitrator shall apply the law of the within 30 days. jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT interpret and enforce the terms of this policy. In neither case shall (a) Whenever the Company shall have settled and paid a claim under the court or arbitrator apply its conflicts of law principles to this policy,it shall be subrogated and entitled to the rights of the determine the applicable law. Insured Claimant in the Title and all other rights and remedies in (c) Choice of Forum: Any litigation or other proceeding brought by respect to the claim that the Insured Claimant has against any the Insured against the Company must be filed only in a state or person or property,to the extent of the amount of any loss,costs, federal court within the United States of America or its territories attorneys'fees,and expenses paid by the Company. If requested having appropriate jurisdiction. by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and 18. NOTICES,WHERE SENT remedies. The Insured Claimant shall permit the Company to sue, Any notice of claim and any other notice or statement in writing required to compromise,or settle in the name of the Insured Claimant and to be given to the Company under this policy must be given to the Company at use the name of the Insured Claimant in any transaction or Claims Department at 60 East 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 Serial No.: 0-8911-000917903 File No.:71174661 stew��} },}�� Policy Number: 0-8911-000917903 art {• ` Date of Policy: December 3, 2021 File Number: 71174661 Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A- CERTIFICATION Amount of Insurance: $727,392.99 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 04.00 Lot: 012.000 and 013.000 t -Schedule A Certification(Page 1 of 1) - Stewart titin Policy Number: 0-8911-000917903 (, 1�i• Date of Policy: December 3, 2021 File Number: 71174661 SCHEDULE A—DESCRIPTION AS TO THE FEE: PARCEL I ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at the southwestern corner of the premises herein described said point being distant easterly 436.90 feet as measured along same from the intersection of the northerly side of Middle Road (C.R. 48) with the easterly side of Horseshoe Drive; RUNNING THENCE North 39 degrees 14 minutes 10 seconds West, 2015.47 feet (actual) 2015.49 feet (per deed); RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 138.44 feet to a concrete monument; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2026.21 feet (actual) (2026.18 feet per deed) to a concrete monument on the northerly line of Middle Road (C.R. 48); RUNNING THENCE along said line in a westerly direction on an are to the right having a radius of 5669.58 feet a distance of 138.30 feet (actual) (138.44 per deed) feet to the point or place of BEGINNING. Schedule A Description(Page 1 of 3) - Stewart ' !$lei Policy Number: 0-8911-000917903 i Date of Policy: December 3, 2021 File Number: 71174661 PARCEL II ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at a concrete monument marking the southeast corner of land now or formerly of Kimberly Zahra; said point also being distant easterly 381.51 feet as measured along same from the intersection of the easterly side of Horseshoe Drive with the northerly side of Middle Road; RUNNING THENCE along said land the following two courses and distances: 1. North 38 degrees 52 minutes 30 seconds West, 179.48 feet; 2. South 58 degrees 23 minutes 30 seconds West, 100 feet to a concrete monument; RUNNING THENCE North 38 degrees 52 minutes 30 seconds West, 1813.04 feet to a concrete monument; RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 142.14 feet; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2015.47 feet (actual) (2015.49 feet per deed) to the northerly line of Middle Road (Route 48); RUNNING THENCE along said line in a westerly direction on an arc to the right having a radius of 5669.58 feet, a distance of 55.45 feet (actual) (55.40 feet per deed) to a concrete monument, the point or place of BEGINNING -Schedule A Description(Page 2 of 3) - Stewart titin Policy Number: 0-8911-000917903 1�+ Date of Policy: December 3, 2021 File Number: 71174661 TOWN OF SOUTHOLD DEVELOPMENT RIGHTS EASEMENT AREA ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Cutchogue, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly line of Middle Road (C.R. 48) at a concrete monument marking the southeast corner of land now or formerly of Kimberly Zahra; said point also being distant easterly 381.51 feet as measured along same from the intersection of the easterly side of Horseshoe Drive with the northerly side of Middle Road; RUNNING THENCE along said land the following two courses and distances: 1. North 38 degrees 52 minutes 30 seconds West, 179.48 feet; 2. South 58 degrees 23 minutes 30 seconds West, 100 feet to a concrete monument; RUNNING THENCE North 38 degrees 52 minutes 30 seconds West, 1813.04 feet to a concrete monument; RUNNING THENCE North 47 degrees 48 minutes 50 seconds East, 280.58 feet to a concrete monument; RUNNING THENCE South 39 degrees 14 minutes 10 seconds East, 2,026.21 feet (actual) (2,026.18 feet per deed) to a concrete monument on the northerly line of Middle Road (Route 48); RUNNING THENCE along said line in a westerly direction on an arc to the right having a radius of 5669.58 feet, a distance of 193.75 feet to a concrete monument, the point or place of BEGINNING. - Schedule A Description(Page 3 of 3) - atewa� `itio Policy Number: 0-8911-000917903 Gi ILDate of Policy: December 3, 2021 File Number: 71174661 SCHEDULE H EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees or expenses that arise by reason of: 1. Rights of tenants or parties in possession, if any. 2. Policy excepts all water/sewer charges from date of the last actual reading of the meter including all charges entered hereafter but which might include usage prior to the date of this policy. 3. Survey Exceptions, as to the Development Rights Easement Area, as shown on survey made by JM Land Surveying dated September 13, 2021 (Drawing No. 21/Alvahs Lane): a. Utility pole and sign on portion of southeasterly line; Rights and easements of others by reason thereof are excepted; b. Post and wires fences vary with southwesterly line and encroach; c. Overhead wires and high tension tower in central portion of premises; Rights and easements of others are excepted by reason thereof; d. Metal irrigation pipe in northeasterly portion of premises; NOTE: Land as shown on survey is VACANT. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 1st Half Town and School Taxes, as a lien not yet due and payable. Schedule B Part I (Page 1 of 1) - Stewart r��r (.� �����'i� Policy Number: 0=8911-000917903 Date of Policy: December 3, 2021 File Number: 71174661 y STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law for services,labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states,'it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: .+ John Frates 1987 pres[dont and General Counsel A(Uhar` d ©€r Agent avid Hisey Secrotatyy 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) ste��r�� ���/a Policy Number: 0-8911-000917903 YY !moi Date of Policy: December 3, 2021 File Number: 71174661 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned 13 : �.ter g Y .`-i; Po",,�, Ki foA �qf.;c^ Jahn Frates � President and General Counsel . b bz�pori d Effie a Agent avid Hisey .Secretary Stewart Title Insurance Company 60 East 42nd St., Suite 1260 New York, New York 10165 TIRSA POLICY AUTHENTICATION ENDORSEMENT(6/24/2016) i E N V I R O N M E N T A L S U M M A R Y PHASE 1 ENVIRONMENTAL SITE A.SSSESSNUNT' for the property located at: Farm 5 19285 and 19155 County Road 48 Cutchogue, New York SCTM # 1000-95-4~ 12 and 100095--4- 13 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 lca ervices, Inc. Engineering •PIL, Yni_ L n ,Ction Management 1200 Veterans Memorial High ay7 UPP tge,i wYork 11788 - (631) 348-7600 SEPTEM ER 23, 2021 PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 5 19285 and 19155 COUNTY ROAD 48 CUTCHOGUE,NEW YORK SCTM#1000-95-4-12 AND 1000-95-4-13 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 I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 5 19285 and 19155 COUNTY ROAD 48 CUTCHOGUE,NEW YORK SCTM#1000-95-4-12 AND 1000-95-4-13 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 19285 and 19155 County Road 48, Cutchogue, NY. The subject property consists of two adjacent parcels totaling 13.1 acres of cultivated fields. The subject property is proposed for a development rights easement area. The property is currently comprised of active farmland, currently planted with corn. No structures are present on the easement area. The subject farm parcel is bordered by County Road 48 on the south, farrnland on the east and north, and fringing woodland and residential properties on the west. The field inspection was conducted on September 10, 2021 by an Environmental Professional from CTS. CTS accessed the property from Oregon Road and unpaved roads that extended to the south. 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 agricul ural purposes. According to the property manager, the subject property has been used for agricultural purposes, and does not have any ES-l 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: Recognized Environmental Conditions (RECs) None Identified. Historic Recognized Environmental Conditions None identified. Controlled Recognized Environmental Conditions (RECs) 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 NE RK Agriculture STATE OF A OPPORTUlJITY. and Market 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 12.83-acres of active farmland (Tax Parcel ID No 1000-095.00- 04.00-0012.000 and 1000-095.00-04.00-013.000) 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 Southold 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 22-042W f �. WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of 12.83 acres of active farmland and/or 0 acres of non- farmland, situated at Suffolk County Tax Map No. 1000-95.-4-12 and 1000-95.-4-13 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: y: Scott . Russell, Supervisor Peter Talty, gent 53095 Main Road (NYS Rt 25) 2299 North ea Road P.O. Box 1179 Southampton, NY 11968 Southold, NY 11971 STATE OF NEW YORK) ss: COUNTY OF SUFFOLK) On the 'j' day of &e(l-n&1- , 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 -- Alai E D GIARRATA-MO NOTARY PUBLIC.SVTE OF NEW YORK 6094250 STATE OF NEW YORK) r.mHie Lo.Suo. Ilk County ��;iried in St;_ffolk County ss: Cenci-son Frw.-TiJune 16,2023 COUNTY OF SUFFOLK) On the n day of b3Cj1nj2C , 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 3E ANNE D G I AZR_ATAINO NOTB.RY?UBLJC.STATE OF 14EVI YORK p,Evvst�rion Iio.01.Q1b094150 Qusiified in Suffolk County Cornnission axi e'Jun,I:i,2023 OFFICE LOCATION: MELISSA A. SPIRO *O S®(®�� Town Hall Annex LAND PRESERVATION COORDINATOR 54375®�® 54375 State Route 25 melissa.spiroC�town.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 c� ® y� MAILING ADDRESS: www.southoldtownny.gov C®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 IOB Airline Drive Albany,NY 12235 Re: MATTITUCK FARM HOLDINGS.LLC to TOWN OF SOUTHOLD SCTM#1000-95.-4-12 and SCTM#1000-95.-4-13 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.-4-12& 13.Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings, LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: March 14,2022 LIBER: D00013146 PAGE: 997 LOCATION: 19285 & 19155- n�oadj,Cutchogue EASEMENT ACREAGE: 12.83 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-012.000 and 1000-095.00-04.00-013.000 (these lots will merge) 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.southo ld.nLus Thank you. Sincerely, } Melissa Spiro Land Preservation Coordinator /md enc. _ . _. _ - - -- - - N Y S D E C R E G I S T R Y li 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)402-9028 1 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: l 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 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 0700103 Grantor: Mattituck Farm Holdings, LLC Deed: Book D.00013146, Page 997 Recorded: 3/14/2022 PEW YORK I Department of STAR a uu,TM 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 credit; however, please refer to the instructions for fling-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/RC 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. 170A43(q)(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. r From: 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 'teCanie Doroski Land Management Specialist II Land Preservation Department I'oivn of SouthoCd 1631-765-5711 1 OFFICE LOCATION: MELISSA A. SPIRO QF so 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 ® a� MAILING ADDRESS: www.southoldtownny.gov ®��✓c®u '� P.O. Box 1179 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: o Farm 1 —SCTM#1000-95.-3-8.1 • Farm 2 — SCTM 41000-95.-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 41000-95.-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. SUFFQ(�. OFFICE LOCATION: MELISSA A.SPIRO �o�� COGy� Town Hall Annex LAND PRESERVATION COORDINATOR 54375 State Route 25 melissa.spiro@town.southold.ny.us a ..0 (comer of Main Rd&Youngs Ave) C 2 Southold,New York Telephone(631)765-5711 1 www.southoldtownny.gov �4, �� MAILING ADDRESS: �f0� ® P.O.Box 1179 41 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VIA electronic mail rob ert.morre l l?_dec.ny.gov robert.burgher@dec.ny.gov May 23,2022 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.-4-13.1 (Farm 5) 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 14,2022 LIBER: D00013146 PAGE: Page 997 LOCATION: 19285 & 19155 County Road 48, Cutchogue EASEMENT ACREAGE: 12.83 acres SUFFOLK CO TAX MAP#: 1000-095.00-04.00-012.000& 1000-095.00-04.00-013.000 Merged and now known as 1000-095.00-04.00-013.001 Kindly acknowledge receipt of this document by providing me with the NYS-DEC control number assigned to this easement. Sincerely, 4z."illll////�c 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 OPANN ev JM CHECKED BY JM EDUCATION LAW. COPIES OF THIS SURVEY MAP NOT BEARING CAD FILE DATE SEPT 2021 THE LAND SURVEYOR'S INKED SEAL OR EMBOSSED SEAL SHALL NOT BE CONSIDERED ORAWNG No.: 21\ALVAHS LANE TO BE A VALID TRUE COPY. GUARANTEES INDICATED HEREON SHALL RUN ONLY TO THE PERSON FOR WHOM THE SURVEY f� IS PREPARED, AND ON HIS BEHALF TO THE 1 TITLE COMPANY, GOVERNMENTAL AGENCY AND LENDING INSTITUTION LISTED HEREON, AND O 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 ANY, NOT SHOWN ARE NOT GUARANTEED. 049lG 5)�Sj 9�s 04� X01 E 4 & o� 0 Reserved Area�> W Z / Town Development Rights Fos-95 t 04P 1000 01 ..5W° `0�° °Sam, OQ 5. goo P,o Reserved Area Town Development Rights Eosrm^nt Area 4U� • % \� 0 UP 9• RP^a vc l Area ) s i °fie Qpti \ F Town Development Rights {_ Easemcnf Area � 1000-95-04-3.1 ?r \ Tovun Development Rights P� �G o� Eoeement Area �O 1000-95-03-3.4 'y�� �O� •oma, \, f9 � wn�� e \ to lift I fill = 600' LOT 6 \ WP of OREGON ESTATES ,'' overhfad Wl�es; high tension \ ; ��oG'dtl+�2d `\ tower �•'� � V overlie°a Wltes o v' LOT M NAP OF OREGON ESTATES \ Q l . ;kAO?1003 <52 LOT 17 IAM OF OREGON ESTATES (� LOT f8 concrete \ YAP OF OREGON ESTATES monument \ -OZ LOT f9Opp LOP OF OREGON ESTATES \ � s LOT 20 r IunP of OREGON ESTATES ' A \ Oma" Jam' LOT 21 IUP OF OREGON ESTATES fence cor. 0.6'W 6.4'S \oma tele 2�ef`0 tp. concrete monument s o fence cor. �� nP \, 4.8'S 0.6'E fence cor. LOT 22 IUP of OREGON ESTATS low 0.3'W !fid pee RQ 7 o �Po 1,4 09 SR �0 Q LOT 23 Q°\e MP of ORECoN ESTATrs QF N C- Survey of Property situate at Qs ,s6 J Cutchogue tANoTown Of Southold I` LAND SURVEYING Suffolk County, New 10rp ,�S t� Mintoville@aol.com �S h y SUBDIVISIONS S.C.T.M. #1000-95-04- 12 & 13 TITLE & MORTGAGE SURVEYS TOPOGRAPHIC SURVEYS — SITE PLANS Certified to: Scale 1 — 80' September 13, 2021 i Jolzn Minto, L.S. Jacqueline Marie Minto, L.S. Town of Southold GRAPHIC SCALE LICENSED PROFESSIONALAND SURVEYOR LICENSED PROFESSIONAL LAND SURVEYOR NEW YORK STATE LIC. NO, 49866 NEW YORK STATE LIC. NO. 51085 Mathtuck Form orlllyp Holdings, LLC �� 0 40 _BIO 160 320 L 4 Phone: (631) 724-4832Stewart Title Insurance Co. -- 93 Smithtown Boulevard, Smithtown, N.Y. 11787 ( IN FEET ) 1 inch = 80 ft. FARM 6 SCTM # 1000-95 .4-6. 1 (see FICNER development rights easement SCTM #1000-95.-416.2) Premises: 7990 Oregon Road, Cutchogue, New York 1 .84 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Covenants & Restrictions dated December 3, 2021 Recorded April 6, 2022 Suffolk County Clerk — Liber 13150, Page 456 - C O V E N A N T S R E S T R I C T I O N S I IIIIIII IIII VIII VIII VIII VIII VIII VIII VIII IIII II II 111111 VIII VIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 04/06/2022 Number of Pages : 7 At: 11 : 33 : 07 AM Receipt Number : 22-0059766 LIBER: D00013150. PAGE : 456 District: Section: Block: Lot: 1000 095. 00 04 . 00 006 . 001 EXAMINED AND CHARGED AS FOLLOWS eceived the Following Fees For Above Instrument Exempt Exempt Page/Filing $35 . 00 NO Handling $20. 00 NO COE $5 . 00 NO NYS SRCHG $15 .+90( S11)"NO TP-584 $0 . 00 NO Notation $0 . 00. , 'N'0 Cert.Copies $0 . 00 NO RPT $400 . 00 NO Fees Paid $475. 00 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County 2 Number of pages R.E M RD E 1) 20-22 Nur 06 11 __,.0-r 7 qttj� This document will be public Mi-2TTH Pi. PP-S0,qL;: d en be public ocum t W" record.Please remove all c-PK CIF curl; ty M T Social Security Numbers i prior to recording. P 45 Mortgage g I t Deed Mortgage instrument Deed Mortgage Tax Stamp Recording/Filing Stamps FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 L Basic Tax TP-584 2. Additional Tax SubTotal Notation Spec./Assit. EA-52 17(County) or SubTotal Spec./Add. EA-5217 (Statel. TOT.MTG.TAX R.P.T.SA. Dual Town Dual County Held forAppointment Comm.of Ed. S. 00 Transfer Tax Affidavit Mansion Tax CertifiedCopy TOR The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other — Grand Tot=ai5 r YES�_- orNO If NO,see appropriate tax clause on page#_of this Instrument.- 4 1 Dist 4811205 5 Community Preservation Fund Real Property p T S Consideration Amount$ Tax Service R DTY A MZ_ Agency . (P. INIII 'll Verification ��22-MAR- CPF Tax Due Improved 6 — Satisfactions/Discharges/Releases Releases List Proqprty Owners Mailing Address RSQORD&RETURN 0: Vacant Land 727alll 61/Seul-hold §jo15 Z,-/ TI) j?e) gav 117% TD— devAhold- IVY M 7'1'-6q:51 TD Mail to:Judith A.Pascale,Suffolk County Clerk IT�ItIIECOM�Pany information 310 Center Drive, Riverhead, NY 11901 www.suffolkcduntyny.gov/clerk Co.Name Jbgrill i-,Hk TIjtIe# .4 (-61 L 8 Suffolk County Recording & Endorsement Page' This page forms part of the attache made by: (SPECIFY TYPE OF INSTRUMENT) ffllighldArin HO/CIM S -14e The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of Mall? faj, 1h,)/Y In the VILLAGE or HAMLET of v BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. (over p T S. r a. DTY A Stat ID-. 4811205 22-MAR-22 Tax Maps District Secton Block Lot School District 1000 09500 0400 006001 1000 09500 0400 006002 ,fr f DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the ; 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 7990 Oregon Road, Cutchogue, in the Town of Southold, County of Suffolk and State of New York designated SCTM#1000-95.-4-6.1 and#1000-95.-4-6.2 shown on a survey prepared September 25, 2008, last dated November 19, 2008, by John C. Ehlers L.L.S. of John C. Ehlers Land Surveyor(the ``Survey"), a rediieed copy of whiclhs arac1jad PYe+„ ac Exhibit"A" and made a part hereof, l and described in the metes and bounds description attached as Exhibit "B" and made a part 1S it hereof(the "Property"). Said Property was subject to a previous acquisition of a Grant of G Development Rights Easement or other conservation instrument, and a land area was excluded from said Easement (the "Reserve Area"); and N ; is Qi)L X-C WHEREAS,the Survey shows SCTM#1000-95-4-6.1 to be that excluded parcel of land designated the Reserve Area for+/- 1.84 acres, described in the metes and bounds description attached as Exhibit "C" (the "Reserve Area") which is considered part of and integral to the Property; and WHEREAS, the DECLARANT or previous owner, had granted to the Town of Southold a Grant of Development Rights Easement dated November 20, 2008 (recorded December 22, 2008, Liber 12575, Page 578) for SCTM#1000-95.-4-6.2; the survey showing such agricultural lands adjacent to the Reserve Area and of 6.5443 acres, described in the metes and bounds description attached as Exhibit"D" (the"Development Rights Easement Parcel"); and WHEREAS, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit,publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel and shall not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserve Area from the adjacent area subject to the Deed of Development Rights Easement. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold,'by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection,paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction,be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is.made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. M UCK FARM HOLDINGS LLC By:.Peter Tal o'Ama� 5E"6p- STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) On the ��Dd day of 2021, before me, theundersigned, personally appeared Peter Talty,personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. O l GI6094250 Qualified in Suffolk County Commission Expires June 16, 2023 \ �� �\'� ^ \/{''OM1\\�\/l I ♦�..`, ��,1^ � L.l ^� • ( , EXHIBIT "B" (the "Property") ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, in the Town of Southold, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at a monument located on the southerly side of Oregon Road distant 1029.15 feet westerly from the corner formed by the intersection of the southerly side of Oregon Road with the westerly side of Depot Lane; RUNNING THENCE from said monument along land now or formerly of Mattituck Farms Holdings LLC South 37 degrees 27 minutes 20 seconds East, 1990.88 feet to a monument; THENCE along land now or formerly of the Town of Southold South 53 degrees 45 minutes 40 seconds West, 190.53 feet to a monument; THENCE along land now or formerly of Mattituck Farms Holding LLC and County of Suffolk the following two (2) courses and distances: North 37 degrees 00 minutes 00 seconds West, 1067.78 feet to a point; and North 37 degrees 15 minutes 20 seconds West, 918.63 feet to a point on the southerly side of Oregon Road-, THENCE along the southerly side of Oregon Road the following two (2).courses and distances: North 48 degrees 50 minutes 00 seconds East, 10.85 feet North 52 degrees 39 minutes 40 seconds East, 167.99 feet to the monument first above mentioned, the point or place of BEGINNING. EXHIBIT "C" ("Reserve Area") ALL that certain plot,piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at a monument on the southerly side of Oregon Road distant 1,029.15 feet westerly from the corner formed by the intersection of the westerly side of Depot Lane and the southerly side of Oregon Road, said point also being where the division line between the. northwesterly corner of land now or formerly of Mattituck Farms Holdings, LLC and the northeasterly corner of the premises about to be described intersect the southerly side of Oregon Road; RUNNING THENCE from said monument on the southerly side of Oregon Road, South 52 degrees 39 minutes 40 seconds West, 25.00 feet to the true point or place of BEGINNING; THENCE South 37 degrees 27 minutes 20 seconds East, 517.31 feet; THENCE South 52 degrees 44 minutes 40 seconds West, 155.59 feet to land now or formerly of Mattituck Farm Holdings, LLC; THENCE North 37 degrees 15 minutes 20 seconds West, 516.25 feet to the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road the following two (2) courses and distances: 1) North 48 degrees 50 minutes 00 seconds East, 10.85 feet; 2) North 52 degrees 39 minutes 40 seconds East, 142.99 feet to the point or place of BEGINNING. EXHIBIT "D" (Development Rights Easement Parcel) `'r �'` sewart ' r NEW YORK METRO 800-853-4803 o r 212-922-1593 fax title insurance company stewartnewyork.c= Title'No.: ST08-01917 AMENDED 11/10/2008 _ DEVELOPMENT BIGHTS EASEMENT AND AGRICULTURAL STRUCTURE-AREA WITHIN DEVELOPMENT RIGHTS EASEMENT ALL that certain plot,piece or parcel of land,situate, lying and being at Cutchogue, in the Town of Southold,County of Suffolk and State of New York,being bounded and described as follows: BEGINNING at a monument located on the southerly side of Oregon Road distant 1029.15 feet westerly from the corner formed by the intersection of the southerly side of Oregon Road with the westerly side of Depot Lane; RUNNING THENCE fxom said monument along land now or formerly ofMattituck Farms Holdings LLC South 37 degrees 27 minutes 20 seconds East, 1990.88 feet to a monument; THENCE along land now or formerly of the Town of Southold South 53 degrees 45 minutes 40 seconds West, 190.53 feet to a monument; THENCE along land now or formerly of Mattituck Farms Holding LLC and County of Suffolk the following two (2)courses and distances: North 37 degrees 00 minutes 00 seconds West, 1067.78 feet to a point;and North 37 degrees 15 minutes 20 seconds West,402.38 feet to a point; THENCE North'52 degrees 44 minutes 40 seconds East, 155.59 feet to a point; THENCE North 37 degrees 27 minutes 20 seconds West, 517.31 feet to a point on the southerly side of Oregon Road; THENCE Worth 52 degrees 39 in 40 seconds East,25.00 feet to the monument first above mentioned, the point or place of BEGINNING. S U R V E Y N NW SURREY OF PROPERTY W_ A'E 51-FUATE: GUTGHOGUE TOWN: SOUTHOLD sw F SUFFOLK GOUNTY, NY sF 5URVETED 5EPTEMBER 25,2008 S 5UFFOLK COUNTY TAX# 1000-q5-4-6 CERTNM TO: STACIA RC13f:ER CAROLYN BLASICEWECZ BARBARA ROMNA SUSAN=HIRE JEANET'TE SANER TOWN OF SO=-ECLOD STEWART T=INSURANCE COMPANY N y1y 9 FINAL SURVEY 1 w c VEa\ ``�` •gyp,•r\, ` 4 6 a A o ,d CA ROTES ■ Morwmant Found Total Area -965p6q Sq.Ft.or 632,05 Acres Total Ag'Icubm]r—merk 255p6q 5q.Ft.or 65449 Acres OF NEW Masts o d Boud5 derlyed from'Map of the 9,alvey Fv surveyed for Jofn P.Knrvpskl" as opal Dec.90,1943 N Otto K V-Tugl Llcensed Land Surveyor y'�P�p Pip y 10-20-2008, 10-24-2005 II-Iq-2008 �'h. - �!� r-.. ag 6RAPHIC SCALE I"= 100' ysFo O 0 100 zoo 500 JOHN C.EHLERS LAND SURVEYOR 6 EAST MAIN STREET N.Y.S.LIC.NO.SWD2 EIVERHEAD,N.Y.11901 369-8288F.369-8297 REF;%NCumpage .Ap osC08108-186.pro FARM 7 SCTM # 1000-95 .-4- 14.2 (see GATZ & McDOWELL development rights easement SCTM #1000-95.-4-14.3) Premises: 8640 Oregon Road, Cutchogue, New York 1 .84 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Covenants & Restrictions dated December 3, 2021. Recorded April 6, 2022 Suffolk County Clerk — Liber 13150, Page 457 C O V E N A N T S R E S T R I C T I O N S 11111111 IIII 11111 11111 I1I1I III1I 1111111111 111111111 I11I 1 1111111111111111 IN II II SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of IiastrumenG: DECLARATION Recorded: 04/06/2022 Number of Pages : 7 At: 11 :.33:07 AM Receipt Number 22-0059766 LIBER: 600013150 PAGE : 457 District: Section: Block: Lot: 1000 095 . 00 04 . 00 014 . 002 EXAMINED AND CHARGED AS FOLLOWS eceived the Following Fees For Above Instrument Exempt Exempt Page/Filing $35 . 00 NO Handling $20 . 00 NO COE $5. 00 NO NYS SRCHG $15. 00, 1-, NO TP-584 $0 . 00 NO Notation $0 . 00 ` NO Cert.Copies $0 . 00 NO RPT $400 . 00 NO Fees Paid $475. OQ . THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County j 4 Number of pages '-' This document will be _ ` record.Please remove all OF � ocial Security Numbers prior to recording. Deed/Mortgage Instrument —D.edI Mortgage Tax Stamp Recording Filing Stamps FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax TP-584 2. Additional Tax SubTotal Notation SPec./Assit EA-52 17(County) SubTotal or EA-52 7 TOT.MTG.TAX R_P_T_SA.7 LAC)v — Dual Town_Dual County COMM. S. 00 Held forAppointment TransferTax Affidavit Mansion Tax �Q%-7w, IN CertifiedCopy YQP The Property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other YES —or NO Grand Total If NO,see appropriate tax clause on page Jk—of this instrument. J � � ^� �' �� -_— —. ...~ Commu RealProper 4811209 (k.; 5 Community Preservation Fund Tax Service Consideration Amount$ Agency CPF Tax r �OT CPF Tax Due Vacant Land TD— Mail to:Judith A.Pascale,Suffolk County Clerk Title Company information 310 Center Drive, Riverhead, NY 11901 www.suffoikcountyny.gov/clerk Co.Name Ael 8 Suffolk County Recording ORE Endorsement Page This page forms part of the attached by: (SPECIFY TYPE OF INSTRUMENT) --.made The premises herein is situated in SUFFOLK COUNTY,NEWYORK. TO In the TOWN nf ` Inthe VILLAGE or HAMLET of BOXES GTHRU 8 MUST BETYPED mnPRINTED xvouCnmmomuPRIOR nJRECORDING cm � ^ pT S . Stat ID: R DTY A 4811209 - 22_MAR-22 Tax Maps District Secton Block Lot School District 1000 09500 0400 014002 MATTITUCK-CUTCHOGUE 1000 09500 0400 014003 MATTITUCK-CUTCHOGUE y+f y fit! ,srynw tel' .�pYrI'Fr'�'M.y rNry,�'!�`S?'•'li�'tMYA?Zw,,.- _�yiiFVi DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the �4d 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 8640 Oregon Road, Cutchogue in the Town of Southold, County of Suffolk and State of New York now designated SCTM #1000-95.-4-14.2 and SCTM#1000-95.-4-14.3 and shown on a survey prepared April 21, 1997 by Howard W. Young, L.L.S. of Young & Young Surveyors (the "Survey"), a wdar.--d copy of which AaUac �r4to-as Exhibit"A" and made a part hereof, and described in the metes and bounds description attached as Exhibit`B" and made a part OM - hereof(the "Property"). Said Property was subject to a previous acquisition of a Deed of Development Rights Easement or other conservation instrument, and a land area was excluded from said Easement the "Reser-ve Area"); and P ��- �r� , � r�- a- --�l al l WHEREAS, the Survey shows SCTM#1000-95.-4-14.2 to bet at excluded parcel of land designated the Reserve Area for 1.8366 acres, described in the metes and bounds description attached as Exhibit"C" (the"Reserve Area") which is considered part of and integral to the Property; and WHEREAS, the DECLARANT or previous owner, had granted to the Town of Southold a Deed of Development Rights dated July 14, 1997 (recorded July 24, 1997, Liber 11842, Page 742) for SCTM#1000-95.-4-14.3; the survey showing such agricultural lands adjacent to the Reserve Area and of 28.5199 acres, described in the metes and bounds description attached as Exhibit "D" (the "Development Rights Easement Parcel"); and WHEREAS, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel and shall'not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserve Area from the adjacent area subject to the Deed of Development Rights Easement. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection,paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above)JAT,TITUCK FARM HOLDINGS LLC Vst, By: Peter Tal � � 5��►'l� L 1 STATE OF NEW YORK ) ) ss.. COUNTY OF SUFFOLK ) On the nl� day of &amhjl- , 2021, before me, the undersigned, personally appeared Peter Talty, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. OIG16094250 Qualified in Suffolk County Commission Expires June 16, 2023 Ir A \ EXHIBIT "B" (the "Property") ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situated, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Oregon Road where the same is intersected by the easterly boundary line of land now or formerly of Walter Ficner; RUNNING THENCE North 52 degrees 39 minutes 40 seconds East, along the southerly side of Oregon Road, 402.38 feet to land now or formerly of Anthony Domaleski; THENCE South 38 degrees 31 minutes 10 seconds East 150.00 feet; THENCE North 52 degrees 39 minutes 40 seconds East 121.00 feet to land now or formerly of Ann Marie Krupski; RUNNING THENCE South 38 degrees 31 minutes 10 seconds East 386.90 feet to other land now or formerly of Ann Marie Krupski; THENCE South 39 degrees 07 minutes 20 seconds East 1633.13 feet to land now or formerly of John Matwieczyk; THENCE South 38 degrees 52 minutes 30 seconds East 245.65 feet to land being shown as Subdivision Map "Oregon View Estates" (Suffolk County File No. 6241); RUNNING THENCE South 51 degrees 07 minutes 30 seconds West 585.44 feet to the Park & Recreation Area on Subdivision Map"Oregon View Estates" (Suffolk County File No. 6241); RUNNING THENCE along said lands North 37 degrees 39 minutes 20 seconds 461.77 feet to land now or formerly of Walter Ficner; RUNNING THENCE along said last mentioned land North 37 degrees 27 minutes 20 seconds West 1968.62 feet to the southerly side of Oregon Road, to the point or place of BEGINNING. EXHIBIT "C" (the "Reserve Area") ALL that certain plot,piece or parcel of land, with the buildings and improvements thereon erected, situated, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Oregon Road where the same is intersected by the easterly boundary line of land now or formerly of Walter Ficner; RUNNING THENCE North 52 degrees 39 minutes 40 seconds East along the southerly side of Oregon Road, 250.00 feet; THENCE South 37 degrees 27 minutes 20 seconds East 320.08 feet; THENCE South 52 degrees 39 minutes 40 seconds West 249.94 feet; THENCE North 37 degrees 27 minutes 20 seconds West 320.08 feet to the southerly side of Oregon Road to the point or place of BEGINNING. t . u t EXHIBIT "D" (Development Rights Easement Parcel) SCHEDULE A THE PREMISES IN WHICH THE INSURED HAS THE ESTATE OR INTEREST COVERED BY THIS POLICY ALL that certain plot, piece, or parcel of larzd, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York., bounded and described as follows : BEGINNING at a point on the southerly side of Oregon Road at the westerly line of land now or formerly of Anthony Dcmaleski; RTIMTING THENCE along said lands the following (2) two coarses and, distances: 1_ South 38 degrees 31 minutes 10 seconds Fast 150..00 feet; 2 . North 52 degzees 39 minutes 40 seconds East 121.00 feet to land now or formerly of Ann Marie Krupski; RUNNING THENCE along said lands South 38 degrees 31 minutes 10 seconds East 386.90 feet; RUNNING THENCE South 39 degrees 0"7 minutes 20 seconds East .1633 .13 feet; RUNNING THENCE South 38 degrees 52 minutes 30 seconds East 245.65 feet; RUNNING THENCE South 51 degrees 07 minutes 30 seconds West 585.44 feet to the park and recreation area on the Map of Oregon View Estates: RUNNING THENCE along said lands North 37 degrees 39 minutes 20 seconds West 461.77 feet; RUNNING T1 ENCE along lands .now or formerly of Walter Ficner North 37 degrees 27 minutes 20 seconds West 1648.54 feet; RUNNING THENCE North 52 degrees 39 minutes 40 seconds East 249.94 feet; RUNNING THENCE Noxth 37 degrees 27 minutes 20 seconds West 320.08 feet to the southerly side of Oregon Road; RUNNING 7'ITMNCE along the southerly side of Oregon Road North 52 degrees 39 minutes 40 seconds East 152 .38 feet to the point or place of BEGINNING. FOR CONVEYANCING ONLY, (Together with all right, title and intzsast of, in IF INTENDED FOR CONVEY.ISNCMG(and to any streets and roads abutting the above (described premises, to the eeuter line thereof. S U R V E Y Wit,. - - t,.... 4• . hi '�. O 9� 'i's'•.Q 0 \ Oo9�i4 4� 940��o �\ G�� P ro>B so '%''r •�o �% � 2 ( h m 0 A°F. Fp P _ \\\\ 0J\ o \bb /. i �o pao°ol g � . nm, o 2 \\\ ryN99 \ S' O� \ N is \\\\ fetl P\9�alBs \ o \ 9o1�p0 R9c\ y\9o' st. X2'9 . a I \; K� NOTE, ■°MONUMENT \ SUFFOLK COUNTY TAX MAP \ DIST1000 SECT.95 BLK.4 LOT14A \ - TOTAL AREA a 30.3899 \ / \ m 1 \ r. iD \ O I \ m f \ylb \y NO. I f 9 \ d%,00m^ 1`\ \ •sa s .\� 55C \,` �\e5 yi e e f49 \o \ IEmnon� YOUNG & YOUNG 400 OSTRANDER AVENUE,RIVERHEAU,NEW VORK t" 1 , •�LOEIa w.YOUNG H°WARa WWYYOUNG -rAorE.eRwru m.Ixta Axro l•. MWRYEIo11,,11VJ.,(,�4. \o��p`� >® .,..ev cua. _ �a� IIMR{t9 p"f. WALTER GATZ 8 GEORGE MC DOWELL y - 64 •F,,y.`i _;�.':;7. - ,F � .e \\ ����l,may°.S+-•a �"`;k ND f4 __ '1Vr YnyWIK',tlu�e �P� 9; 0278 FARM 8 SCTM #1000-95 .-4-9. 1 (see PECONIC LAND TRUST (Krupski) development rights easement SCTM #1000-95.4-9.2 & 10 n/k/a #1000-95.-4-10.1) Premises: 8900 Oregon Road, Cutchogue, New York 1 .84 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Covenants & Restrictions dated December 3, 2021 Recorded April 6, 2022 Suffolk County Clerk — Liber 13150, Page 458 I IIIIIII IIII VIII VIII VIII(IIII VIII VIII VIII IIII IIII IIIIIIIIIIIIVIIIIIIIIIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 04/06/2022 Number of Pages : 7 At: 11 : 33 : 07 AM -- Receipt Number 22-0059766 LIBER: D00013150 PAGE : 458 District: Section: Block: Lot: 1000 095 . 00 04 . 00 009 . 001 EXAMINED AND CHARGED AS FOLLOWS _cei.ved the Following Fees For Above Instrument Exempt Exempt Page/Filing $35 . 00 NO Handling $20. 00 NO COE $5 . 00 NO NYS SRCHG $15. 00 ,.;,NO TP-584 $0 . 00 NO Notation $0 . 00, NO Cert.Copies $0 . 00 NO RPT $600 . 00 NO Fees Paid $675 . 00 4y . THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County t1 c. Number of pages r ENE This document will be public %!= ��; i!� i i° 4_;c rt �A .- record.Please remove all G_EIRK' 0 Social Security Numbers prior to recording. - r' Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax -584 SubTotal Notation Spec/Assit. EA-52 17(County) or Sub7otal Spec./Add. EA-5 7(State) _ TOT.MTG.TAX R.P.T.S A.1p� - Dual Town Dual County Held forAppointment Comm.of Ed. S. 00 Transfer Tax x Affidavit Mansion Tax Certified Copy The property covered by this mortgage Is or will be improved by a one or two NYS Surcharge 15. 00 Sub Total family dwelling only. Other YES orNO Grand Total ! If NO,see appropriate tax clause on page# ofthis instrument Lti�i�, JU I 4 Dist. �c Z & 4 811212 �II11 aM111 U 5 Community Preservation Fund Real Property I IIIIII III VIII l�ll fall CP Tax Service P T S Consideration Amount$ Agency R DTY A Verification •22-MAR- F Tax Due $ Improved 6 Satisfactions/Discharges Releasgs List Propperly Owners Mailing Address R11CORD&RETURN TO: /� Vacant Land 7C-L117 Or Jaa/-ha/r1 5 30g5 lnQi� ec TD • TO Mail to:Judith A.Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 www.suffolkcountyny.gov/clerk Tkle#Co.Name -SfzWCr//' LAZ B Suffolk County Recording & Endorsement Page This page forms part of the attached uk" made by: (SPECIFY TYPE OF INSTRU NT) The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of jedA /� J�juJr "l J�u��oilt In the VILLAGE or HAMLET of 62111 h-lgalll BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over pT S R DTY A Stat ID: F 4811212 . 22-MAR-22 Tax Maps District Secton Block Lot School District 1000 09500 0400 009001 1000 09500 0400 009002 1000 09500 0400 010000 MATTITUCK-CUTCHOGUE e � w Pi� (M-0 3q DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the :rj day of 1�t�fml7,t� _, 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton, New York 11968, hereinafter referred to as the "DECLARANT. WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 8900 and 8900 Oregon Road, and 7155 Depot Lane, Cutchogue in the Town of Southold, County of Suffolk and State of New York designated SCTM#1000-95.-4-9.1, #1000-95.-4-9.2 and SCTM 41000-95.4-10 respectively, and shown on a survey prepared September 2, 2004 by John C. S*hlers, L.L.S. of John C. Ehlers Land Surveyor, a zadwaed copy of which is 9P L Exhibit"A" and made a part hereof, and described in the metes and bounds description attached as Exhibit`B" and made a part hereof(the "Property"). Said Property was subject to a previous acquisition of a Grant of Development Rights Easement or other conservation instrument, and a land area was excluded from said Easement (the "Reserve Area"); and Q C WHEREAS, the Survey shows SCTM 41000-95.-4-9.1 to be that excluded parcel of land Asx designated the Reserve Area for 1.836 acres, described in the metes and bounds description attached as Exhibit "C" (the "Reserve Area") which is considered part of and integral to the Property; and WHEREAS, the DECLARANT or previous owner, had granted to the Town of Southold a Grant of Development Rights Easement dated September 23, 2004 (recorded September 28, 2004, Liber 12346, Page 6) for SCTM#1000-95.-4-9.2 and Grant of Development Rights Easement dated September 23, 2004 (recorded September 28, 2004, Liber 12346, Page 5) for SCTM#1000-95.-4-10; the survey showing such agricultural lands adjacent to the Reserve Area and of 4.342 and 19.696 acres respectively, described in the metes and bounds descriptions attached as Exhibit "D" (the "Development Rights Easement Parcels"); and WHEREAS, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit: DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the Reserve Area unless such is conveyed together with the Development Rights Easement Parcel and shall not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserve Area from the adjacent area subject to the Deed of Development Rights Easement. DECLARANT shall permit the merging of SCTM#1000-95.-4-9.2 and SCTM #1000-95.-4-10 upon the filing and recording of this Declaration of Covenants and Restrictions, into one singular Suffolk County Tax Map (SCTM) parcel and said singular parcel shall not be subdivided thereafter. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection, paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the a foregoing Declaration the day and year first above written. TUCK FARM HOLDINGS LLC By: Peter Taftk/ 0�oAj �Cvalv'YLD STATE OF NEW YORK ) ss.. COUNTY OF SUFFOLK ) On the day of ��'�'/� � , 2021, before me, the undersigned, personally appeared Peter Talty,personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned. A / /0 C" "� Notary Public Jeanne D. Giarratano Notary Public, State of New York No. 01G16094250 Qualified in Suffolk County Commission Expires June 16, 2023 EXHIBIT "B" (the "Property") ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the southerly side of Oregon Road with the westerly side of Depot Lane; RUNNING THENCE South 40 degrees 01 minutes 47 seconds East along the westerly side of Depot Lane 2111.06 feet to the northerly line of lands now or formerly of Suzanne M. Krupski and John P. Krupski, Jr.; THENCE South 47 degrees 48 minutes 50 seconds West along said lands now or formerly of Krupski and later along lands now or formerly of Joseph Matwieczyk and lands now or formerly of Thomas J. Matrick, 544.74 feet to lands now or formerly of Mattituck Holdings LLC; THENCE along said last mentioned lands the following two (2) courses and distances: 1. North 39 degrees 07 minutes 20 seconds West 1633.13 feet; 2. North 38 degrees 31 minutes 10 seconds West 536.90 feet to the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road North 54 degrees 17 minutes 17 seconds East 505.77 feet to the point or place of BEGINNING. EXHIBIT "C" (the "Reserve Area") ALL that certain plot,piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the southerly side of Oregon Road with the westerly side of Depot Lane; .. RUNNING THENCE South 40 degrees 01 minutes 47 seconds East along the westerly side of Depot Lane 515.00 feet; THENCE South 51 degrees 46 minutes 41 seconds West 235.90 feet to the true point or place of BEGINNING; RUNNING THENCE along same line South 51 degrees 46 minutes 41 seconds West 282.85 feet to land now or formerly of Mattituck Farm Holdings, LLC; THENCE North 38 degrees 31 minutes 10 seconds West 282.85 feet; THENCE North 51 degrees 46 minutes 41 seconds East 282.85 feet; THENCE South 38 degrees 31 minutes 10 seconds East 282.85 feet to the true point or place of BEGINNING. EXHIBIT "D" (the "Development Rights Easement Parcels") FOR DEVELOPMENT RIGHTS- PART OF TAX LOT 9: _ ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the South side of Oregon Road with the West side of Depot Lane; RUNNING THENCE South 40 degrees 01 minutes 47 seconds East along the West side of Depot Lane 515 feet to the northerly line of other lands conveyed by Krupski to Peconic Land Trust and intended to be the recorded simultaneously herewith-, THENCE along said aforementioned land South 51 degrees 46 minutes 41 seconds West, 235.90 feet to a point; THENCE North 38 degrees 31 minutes 10 seconds West along other lands of the grantor 282.85 feet; THENCE South 51 degrees 46 minutes 41 seconds West, 282.85 feet to lands now or formerly of Mattituck, Holdings LLC and Town of Southold; THENCE North 38 degrees 31 minutes 10 seconds West along said last mentioned lands and later along lands now or formerly of John G. Dmaleski and Karen A. Helinski 254.05 feet to the South side of Oregon Road; THENCE North 54 degrees 17 minutes 17 seconds East along the South side of Oregon Road, 505.77 feet to the point or place of BEGINNING. RESERVING unto the grantor herein, its successors and assigns an Easement of 15 feet by 254.05 feet for ingress and egress to and from the lands of the grantor of 1.836 acres designated as 'Building Parcel" on survey prepared by John C. Ehlers, Land Surveyor dated September 2, 2004, to and from Oregon Road; the location of such Easement to be determined by grantor, or its successors and assigns. ALL OF TAX LOT 10:(for development rights): ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue,Town of Southold,County of Suffolk ' and State of New York, bounded and described as follows: BEGINNING at a point on the West side of Depot Lane distant 515.00 feet southerly from the corner formed by the intersection of the South side of Oregon Road with the West side of Depot Lane as measured along the West side of Depot Lane; RUNNING THENCE South 40 degrees 01 minutes 47 seconds East, 1596.06 feet to the northerly line of lands now or formerly of Suzanne M.Krupski and John P. Krupski,Jr.; THENCE South 47 degrees 48 minutes 50 seconds West along said lands now or formerly of Krupski and later along lands now or formerly of Joseph Matwieczyk and lands now or formerly of Thomas J_ Matrick 544.74 feet to lands now or formerly of Mattituck Holding LLC and Town of Southold; ----- - - T-FENCE-North-3-9_degr_ees_0..7 m nutes_20_seconds West along said last mentioned lands 1633.13 feet to the South side of Parcel I herein; THENCE North 51 degrees 46 minutes 41 seconds East along said South side of Parcel I herein 518.75 feet to the West side of Depot Lane the point or place of BEGINNING. C O V E N A N T S R E S T R I C T I O N S S _ __ _ U R V E Y N SURVEY OF PROPERTY s SITUATE: GUTGHOUGE TOWN: SOUTHOLD SUFFOLK GOUNTY, NY SURVEYED SEPTEMBER 2,2004 5UFFOLK GOUNTY TAX tt 1000-95-4-9 1000-c]5-4-10 CERTE D Tm: The Peco nic(Land That be. 1R1delity National Title IInsurl Jnce Company of New Yo3k Town of Southold ® FINAL SURVEY 5��11,11�i� V� a.A No T 5 � m e,&\ 1 o PT00 f2 P 9 Le\\ooOy5\a Aba1�15� �$ a09 ,o. W � 000 000 \pp0o6pda�p]9�oy P�oP\gym b P'6 OT gape• c � c� as �`' •OS �o C �a y U 6\ O h' o\ A�cb4i 01 T \F00 0 ` O( d�6ar NOTES, AREA TAX MAP PARCEL 1000-95-4-9 =769,123 5F OR 6 118 ACRE5 AREA TAX MAP PARCEL 1000-95-4-10-651,953 5F OR 19.0%ACRES TOTAL ARE BOTH PARCEL5 =1.127,0165P OR 25.614 ACRE5 ,`(ofi'-• GRAPHIG 5GALE I` DO, "-w�� -1 .e,... .°� 0 100 200 500 JOHN C.EHLERS LAN®SURVEYOR 6 HAST MAIN STREET N.Y.S.LIC.NO.50202 RWERHEAD,N.Y.11901 369-8288F.369-8287 REF:\\Hp—.WIFR0SW4-748.pm FARM 9 SCTM # 1000-95 .-3-3 .4 Premises: 4710 Oregon Road, Mattituck, New York 1 .98 acres Development Rights Easement MATTITUCK FARM HOLDINGS, LLC to TOWN OF SOUTHOLD Easement dated December 3, 2021 Recorded May 18, 2022 Suffolk County Clerk — Liber 13156, Page 531 Covenants & Restrictions dated December 3, 2021 Recorded May 18, 2022 Suffolk County Clerk — Liber 13144, Page 532 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: 05/18/2022 Number of Pages : 23 At: 12 : 07 : 08 PM Receipt Number : 22-0084494 TRANSFER TAX NUMBER: 21-34982 LIBER: D00013156 PAGE : 531 District: Section: Block: Lot: - -00 095 . 00 03 . 00 003 . 004 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $112 ,255 .50 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $115 . 00 NO Handling $20 . 00 NO COE $5 . 00 NO NYS SRCHG $15 .00 NO TP-584 $5 . 00 NO Notation $0 .00 NO Cert.Copies $28 . 75 NO RPT $200 . 00 NO Transfer tax $0 . 00 NO Comm.Pre s $0 . 00 NO Fees Paid $388 .75 TRANSFER TAX NUMBER: 21-34982 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County Fl�0 Number of pages Lj T'l This document will be public —Y record. Please remove all Social Security Numbers prior to recording. _; Deed/:M�ortgage Instrument � Deed Mortgage Tax Stamp Recording Filing Stamps 3 FEES Page/FilingFeeMortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. or EA-52 17(County) SSpec.c./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. -LAY) Dual Town Dual County Comm. eld forAppointment omm.of Ed. 5. 00 Transfer Tax Affid Mansion Tax CCe1ifiedCq,,,) The property covered by this mortgage is NYS Surcharge is. 00 or will be improved by a one or two family dwelling only. Sub Total6-9- Other YE5L—orNO Grand Tota?) If NO,see appropriate tax clause on page lk_of this instrument. 4860998 1000 09500 0300 003004 'S Community Preservation Fund Real Property --1—T--1� Consideration Amount$_!�2 Tax Service I/R P S . Agency KMO�A 11111111111111N IN IN 11111 ISI , " Verification �O-5-LMAY CPF Tax Due 1 4- Improved 6 s Satisfactions harge ICReleases List ProqprLy Owners Mailing Address RORD&RETURN 0: Vacant Land TD i,21) -7704 11-71 TD TO Mail to:Judith A.Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name www.suffolkcountyny.gov/cierk Title# � Z ile, 2/ZL66/' 8 County Recording & Endorsement Page This page forms part of the attached made by: (SPECIFY TYPE OF INSTRUMEk) /C The premises herein is situated in azm Ak: j Z-Z-d -j SUFFOLK COUNTY,NEW YORK. TO In the TOWN of Z/"(4)1-) OZ -ye�L* L/ Ll In the VILLAGE or HAMLET ofh,9,// BOXES Go THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING ORVILING. over -7111 q(,o�4 GRANT OF DEVELOPMENT RIGHTS EASEMENT O1.5 0� THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the day of &c'onp"-el , 2021 at Southold, New York. The parties are MATTITUCK FARM HOLDINGS, LLC with offices at 2299 North Sea Road, Southampton, New York 11968 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971-0959 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as SCTM #1000-95.-3-3.4, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John Minto, L.L.S. of JM Land Surveying; dated September 10, 2021 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"); and WHEREAS, the Property is located in the Agricultural-Conservation (A-C) Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Southold Town Comprehensive Plan dated February, 2020 as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space - character of the Town and to protect the Town's agricultural economy; and 1 WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of ONE HUNDRED TWELVE THOUSAND TWO HUNDRED FIFTY-FIVE DOLLARS AND 50/100 ($112,255.50) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0 01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Stewart Title Insurance Company, Title Report #71174656, and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ('General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("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 Minto Land Surveying, dated September 10, 2021, and a Phase 1 Environmental Site Assessment dated September 23, 2021 by Cashin Technical Services, Inc. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New 4 Tw York State Agriculture and Markets Law (`Agriculture and Markets Law"), now, or as said §301(2) may be amended. No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Lawn" shall mean an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic or other non-agricultural purposes. Land that is in agricultural production, including sod farming, or land in a fallow or otherwise idled manner, is not "Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its 5 subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for ONE HUNDRED TWELVE THOUSAND TWO HUNDRED FIFTY-FIVE DOLLARS AND 50/100 ($112,255.50) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as after review by the Southold Town Land Preservation Committee ("Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of Grantee, including but not limited to review by the Land Preservation Committee. Mineral exploitation, and extraction of any mineral, including but not limited to soil, gravel, sand and hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials from the Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior written consent of Grantee, including but not limited to from the Land Preservation Committee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the Real Property Law, as they may be amended, or any other applicable State or local law. 'Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 7 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems ("utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code, now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with sound agricultural management practices. 8 f 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 now 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 l2 now Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting : (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from 13 actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner of the Premises at the time the injury, damage, action or claim arose. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, 14 and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach,.default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. I� 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 i 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.O2 Amendment This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private 17 non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise 18 NOW 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 K FARM HOLDINGS, LLC, Grantor By: Peter Talt Vice Presid,6nt 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Scott A. Russell, Supervisor STA TE OF NEW YORK) COUNTY OF SUFFOLK) SS.• ),,;f On the ' day of g�,d ?�h-6f , in the year 2021 before me, the undersigned, personally appeared Peter Tally, personally known tome or proved tome on the basis of satisfactory evidence to be the individual(s) whose name (s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(/es), and that by his/her/their signatures) on the instrument, the ind/vidual(s), or the person upon behalf of which the/ndiv/dual(s) acted, executed the instrument. Signatur%ice of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. 01G16094250 Qualified in Suffolk County STA TE OF NEW YORK) Commission Expires June 16, 2023 COUNTYOFSUFFOLK) 55- On this 3. day of &6&2?I:(. in the year 2021 before me, the undersigned, personally appeared Scott A. Russe/l, personally known to me or pro ved to me on the basis of satisfactory evidence to be the ind/vidual(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(/es), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the /ndividual(s) acted, executed the instrument. Signatur%fce of individual taking acknowledgement Jeanne D. Giarratano Notary Public, State of New York No. 01G16094250 20 Qualified in Suffolk County Commission Expires June 16, 2023 Ap st r — Tn T L=-. — Title Number: 71174656 SCHEDULE A- DESCRIPTION REVISED 9/30/2021 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York being known as and by part of Lot 003.004 in District 1000, Section 095.00, Block 03.00 as shown on the Suffolk County Land and Tax Map and being bounded and described as follows: BEGINNING at the corner forming the intersection of the southwesterly side of Alvahs Lane with the easterly side of Oregon Road, distant the following courses and distances: 1.) South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2.) South 46 degrees 21 minutes 04 seconds West, 449.53 feet; 3.) South 39 degrees 22 minutes 04 seconds West, 612.90 feet; 4.) South 43 degrees 33 minutes 24 seconds West, 520.03 feet to the true point of BEGINNING; RUNNING THENCE South 41 degrees 17 minutes 56 seconds East, 577.95 feet; RUNNING THENCE South 43 degrees 40 minutes 34 seconds West, 301.22 feet; RUNNING THENCE North 41 degrees 16 minutes 06 seconds West, 266.69 feet to a concrete monument; RUNNING THENCE North 43 degrees 40 minutes 34 seconds East, 281.00 feet; RUNNING THENCE North 41 degrees 17 minutes 56 seconds West, 311.23 feet to a concrete monument and the easterly side of Oregon Road; RUNNING THENCE along the easterly side of Oregon Road; North 43 degrees 33 minutes 24 seconds East, 20.08 feet to the point or place of BEGINNING. SAID PREMISES is being and intended to be part of the same premises described in a certain deed from Andrew S. Berkman, Barry Berkman and Deborah Berkman to Mattituck Farm Holdings, LLC, dated 6/8/2016, recorded 6/24/2006 in Liber 12869 Page 0880 FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description (Page 1 of 1) - ZA� OLD SITE KEY MAP NVI.. 600' X7 %0 98 MES BY 01 .1501,0 10 Survey of Property Cutcho;ue Town ofSoulholo Sulfo,k Courtly, New York S C.7 ®1000-95-03-3a V 5"j, 4 0Swember 10,2021 GRAMIC SCALE "I'l.k 1—HdMp.Etc srl_l T'll,.1-1 CO 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: 05/18/2022 Number of Pages : 10 At: 12 : 07 : 08 PM Receipt Number : 22-0084494 LIBER: D00013156 PAGE : 532 District: Section: Block: Lot: inn0 095 . 00 03 . 00 003 . 004 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $50 . 00 NO Handling $20 . 00 NO COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-584 $0 . 00 NO Notation $0 . 00 NO Cert.Copies $12 .50 NO RPT $600 . 00 NO Fees Paid $702 . 50 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County Number of Pi s This document will be public record. Please remove all Social Security Numbers prior to recording. Deed/Mortgage instrument Deed Mortgage Tax Stamp Recording Filing Stamps FEES Page/Filing Fee mortgage Amt. Handling 20. 00 1.Basic Tax ---_~a.) ' ~` ual County Comm.of Ed. S. 00 Held forAppointment Affidavit TransferTax Mansion Tax ------------ The Property covered by this mortgage is NYS Surcharge is. 00 or will be improved, by a one or two Other Sub Total-.. family dwelling only. Grand Total YES�_oiNO.I aPL —so If NO,see appropriate tax clause on � ' * - . ~�"��/u f*5 Community Preservation Fund VerificationReal Property Tax Service Consideration Amount$ Agency 111111111111111111111 ` ' --_ CPF Tax Due . attachedWY Fal-ling�Addres, TD RETURN Vacant Land TD TD Mail to:Judith A.Pascale,Suffolk County Clerk Title Company Information 310 Center Drive, Riverhead, NY 11901 Title# 71 y Recording & Endorsement Page This page forms part of the _ ' °p ` (—^`.. .,,=",INSTRUMENT) -------m--- LZ C /hepremise,herein is situated in SUFFOLK COUNTY,NEW YORK. ' TO |nthe TOWN uf . Inthe VILLAGE ' BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. pT S Stat I D: R KMO ,�4861370 06-MAY-22 Tax (Maps District Secton Block Lot School District 1000 09500 0300 003004 MATTITUCK-CUTCHOGUE 1000 09500 0300 003005 MATTITUCK-CUTCHOGUE 1000 09500 0300 003006 MATTITUCK-CUTCHOGUE f ... CC Y0 DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the— Y day of MeMA , 2021, by MATTITUCK FARM HOLDINGS, LLC, with an address of 2299 North Sea Road, Southampton, New York 11968, hereinafter referred to as the "DECLARANT. WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 4710, 5200 and 4820 Oregon Road, Mattituck in the Town of Southold, County of Suffolk and State of New York designated SCTM#1000-95.-3-3.4, #1000-95.-3.5, #1000-95.-3-3.6qu 1-s� y nrPnarecl l��av t t �r116r $ etlenacri&_�Lan VSLeele, p� edtteed-Fc -ew ;� � r a++ d��te- E}fib'} "A" ��• -- <>> ��a a4e, a r�4 heFee f w4 described in the metes and bounds description attached as Exhibit"B" and made a part hereof(the "Property"). Said Property was subject to a previous acquisition of a Deed of Development Rights Easement or other conservation instrument, and two land areas were excluded from said Easement(the "Reserved Areas"); and WHEREAS, the DECLARANT or previous owner, had granted to the County of Suffolk a Deed of Development Rights dated June 29, 1994 (recorded 7/21/1994, Liber 11686, Page 429) for SCTM #1000-95.-3-3.6; such agricultural lands adjacent to the Reserved Areas and of+/- 36.07 acres, described in the metes and bounds description attached as Exhibit "C" (the "Development Rights Easement Parcel"); and WHEREAS, SCTM #1000-95.-3-3.4 and#1000-95.-3-3.5 are those previously excluded parcels of land from the Development Rights Easement Parcel and designated the Reserved Areas for+/- 1.98 and 1.84 acres respectfully , described in the metes and bounds descriptions attached as Exhibit "D" and Exhibit "E" (the "Reserved Areas") which is considered part of and integral to the Property; and WHEREAS, the DECLARANTasmqal d to the Town of Southold a Grant of Development Rights Easement dated Olr'' I ' for SCTM#1000-95.-3-3:4 shown on a survey prepared September 10, 2021, by John Minto, L.L.S. of JM Land Surveying (the "Survey"), a reduced copy of which is attached hereto and made a part hereof as Exhibit "F"; this survey showing such agricultural lands of 1.98 acre adjacent to the +/- 36.07 acre Development Rights Easement Parcel, such area no longer Reserved Area but an adjacent and additional Development Rights Easement Parcel; and WHEREAS, the Town Board of the Town of Southold (the "Town Board") has deemed it in the best interests of the Town of Southold (the "Town") and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the 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 Parcels and shall not make application for or seek any relief from the Town of Southold that would allow the subdivision of the Reserved Area from the adjacent areas subject to the Deed of Development Rights Easements. DECLARANT shall not sell, transfer, gift or otherwise relinquish ownership of the additional Development Rights Easement Parcel of ap1roately 1.98 acresanv►�on.ct��am�l�r identified as SCTM #1000-95.-3-3.4, (Exhibits "D" Wess such area is conveyed together with the Reserved Area of approximately 1.84 acres (Exhibit "E") and the Development Rights Easement Parcel of approximately 36.07 acres (Exhibit"C") and shall not make application for or seek relief from the Town of Southold that would allow subdivision of the additional Development Rights Easement Parcel from the Reserved Area or adjacent area subject to the Deed of Development Right Easement. WHEREAS, the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of the DECLARANT and subsequent owners of the Property; and These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. If any section, subsection, paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their •4 provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. TITUCK FARM HOLDINGS LLC � 7 By: Peter TaltyV F v STATE OF NEW YORK ) ss.: COUNTY OF SUFFOLK ) On the�day of e`' /�1 -(� , 2021, before me, the undersigned, personally appeared Peter Talty, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned. Notary Public Jeanne D. Giarratano Notary Public, State of New York No. 01616094250 Qualified in Suffolk County Commission Expires June 16, 2023 EXHIBIT "B" (the "Property") Title Number: BAL3383S Page 9 Amended 06/06/2016 SCHEDULE A DESCRIPTION ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the southerly side of Oregon Road distant westerly the following three (3) courses and distances from the corner formed by the intersection of the westerly side of Alvah's Lane and the southerly side of Oregon Road, as measured along the southerly side of Oregon Road: 1. South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2. South 46 degrees 21 minutes.04 seconds West, 449.58 feet; and 3. South 39 degrees 22 minutes 04 seconds West, 604.34 feet to a monument and the point or place of beginning; RUNNING THENCE from said point or place of beginning, along land now or formerly of Mattituck Farm Holdings LLC, South 44 degrees 31 minutes 26 seconds East, 1,495.93 feet to a monument and land now or formerly of WW Farms LLC; THENCE along said last mentioned land, the following two (2) courses and.distances: 1. South 45 degrees 05 minutes 31 seconds East, 625.30 feet; 2. South 44 degrees 27 minutes 51 seconds East, 552.77 feet to a monument; THENCE South 48 degrees 24 minutes 54 seconds West, 95.49 feet to a monument and land now or formerly of D & S Hayfileds LLC; THENCE along said last mentioned land, the following two (2) courses and distances: 1. North 45 degrees 37 minutes 16 seconds West, 820.06 feet to a monument; 2. South 52 degrees 38.minutes 34 seconds West, 469.37 feet to a monument and land now or formerly of L & R Vineyards Associates; THENCE along said last mentioned land, the following two (2) courses and distances: 1. South 53 degrees 03 minutes 04 seconds West, 368.57 feet to a monument; 2. North 42 degrees 05 minutes 46 seconds West, 51.59 feet to a monument and land now or formerly of Dorset Farms Inc.; THENCE along said last mentioned land, the following three (3) courses and distances: i Stewart Title Insurance Company Title Number: BAL3383S Page 2 1. North 42 degrees 15 minutes 56 seconds West, 193.36 feet; 2. North 41 degrees 11 minutes 16 seconds West, 522.34 feet; and 3. North 41 degrees 16 minutes 06 seconds West, 838.59 feet to a monument and land now or formerly of Robert & Edith Scudellari; THENCE along said last mentioned land, the following two (2) courses and distances: 1. North 43 degrees 40 minutes 34 seconds East, 281.00 feet to a monument; 2. North 41 degrees 17 minutes 56 seconds West, 311.23 feet to a monument and the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road, North 43 degrees 33 minutes 24 seconds East, 221.32 feet to a monument and land now or formerly of Christian Rogers& Daniella Vitali; THENCE along said last mentioned land, the following three (3) courses and distances: 1. South 41 degrees 35 minutes 16 seconds East, 200.00 feet to a monument; 2. North 43 degrees 33 minutes 24 seconds East, 100.00 feet to a monument; and 3. North 41 degrees 35 minutes 16 seconds West, 200.00 feet to a monument and the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road, the following two (2) courses and distances: 1. North 43 degrees 33 minutes 24 seconds East, 218.79 feet to a monument; 2. North 39 degrees 22 minutes 04 seconds East, 8.56 feet to the monument at the point or place of BEGINNING. 2 EXHIBIT "C" (the "Development Rights Easement Parcel") ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a spike set on the Southwesterly line of land now or formerly of Anthony T Schmitt, Jr. et al distant Southwesterly and Southeasterly the following four (4) courses and distance from the corner formed by the corner formed by the intersection of the Southwesterly side of Alvah's Lane and the Southeasterly side of Oregon Road, as measured along the Southeasterly side of Oregon Road: 1) South 46 degrees 44 minutes 04 seconds West, 356.43 feet to a point; 2) South 46 degrees 21 minutes 04 seconds West, 449.58 feet to a point; 3) South 39 degrees 22 minutes 04 seconds West, 604.34 feet to a monument; and 4) South 44 degrees 31 minutes 26 seconds East, 343.85 feet to the point or place of BEGINNING; RUNNING THENCE from said point or place of beginning, South 44 degrees 31 minutes 26 seconds East along land now or formerly of Anthony J. Schmitt, Jr. et al 1123.04 feet to a monument and land now or formerly of William Wickham; THENCE along said last mentioned land the following two (2) courses and distances: 1) South 45 degrees 05 minutes 31 seconds East, 825.30 feet to a point and ; , 2) South 44 degrees 27 minutes 51 seconds East, 552.77 feet to a monument and land now or formerly of Ernest C. Tuthill; THENCE South 48 degrees 24 minutes 54 seconds West along said last mentioned land 95.49 feet to a monument and land now or formerly of John C. Tuthill; THENCE along said last mentioned land, the following two (2) courses and distances: 1) North 45 degrees 37 minutes 16 seconds West, 820.06 feet to a monument and 2) South 52 degrees 38 minutes 34 seconds West, 469.37 feet to a monument and land now or formerly of L & R Vineyards Associates; THENCE South 53 degrees 03 minutes 04 seconds West along said last mentioned land 368.57 feet to a monument and other land now or formerly of L &R Vineyards Associates; THENCE North 42 degrees 05 minutes 46 seconds West along said last mentioned land 51.59 feet to land now or formerly of Dorset Farms, Inc.; THENCE along the last mentioned land the following three (3) courses and distances: 4 1) North 42 degrees 15 minutes 56 seconds West, 193.36 feet; 2) North 41 degrees 11 minutes 16 seconds West, 522.34 feet and 3) North 41 degrees 16 minutes 06 seconds West, 548.17 feet to a spike set at the Southwesterly corner of land retained by the party of the first part; THENCE along the Southeasterly and Northeasterly lines of land retained by the party of the first part the following two (2) courses and distances: 1) North 43 degrees 40 minutes 34 seconds East, 301.22 feet to a spike and 2) North 41 degrees 17 minutes 56 seconds West, 577.95 feet to a spike set on the Southerly side of Oregon Road; THENCE North 43 degrees 33 minutes 24 seconds East along the Southerly side of Oregon Road 201.24 feet to a monument and land now or formerly of Constance Ruthinoski; THENCE along the Southwesterly and Southeasterly and Northeasterly sides of the last mentioned land the following two (2) courses and distances; 1) South 41 degrees 35 minutes 16 seconds East, 200.00 feet to a monument; and 2) North 43 degrees 33 minutes 24 seconds East, 100.00 feet to a monument and the Southwesterly line of other land retained by the party of the first part; THENCE along the Southwesterly and Southeasterly lines of said other lands retained by the party of the first part the following two (2) courses and distances; 1) South 41 degrees 35 minutes 16 seconds East, 136.05 feet to a spike; and 2) North 45 degrees 28 minutes 34 seconds East, 244.40 feet to a spike set on the Southwesterly line of land now or formerly of Anthony J. Schmitt, Jr. et al and the point or place of BEGINNING. /Pate art EXHIBIT "D" (1 .98 acre Reserved Area) _ —^--TITLE _ Title Number: 71174656 SCHEDULE A— DESCRIPTION REVISED 9/30/2021 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York being known as and by part of Lot 003.004 in District 1000, Section 095.00, Block 03.00 as shown on the Suffolk County Land and Tax Map and being bounded and described as follows: BEGINNING at the corner forming the intersection of the southwesterly side of Alvahs Lane with the easterly side of Oregon Road, distant the following courses and distances: l.) South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2.) South 46 degrees 21 minutes 04 seconds West, 449.53 feet; 3.) South 39 degrees 22 minutes 04 seconds West, 612.90 feet; 4.) South 43 degrees 33 minutes 24 seconds West, 520.03 feet to the true point of BEGINNING; RUNNING THENCE South 41 degrees 17 minutes 56 seconds East, 577.95 feet; "RUNNING THENCE South 43 degrees 40 minutes 34 seconds West, 301.22 feet; RUNNING THENCE North 41 degrees 16 minutes 06 seconds West, 266.69 feet to a concrete monument; RUNNING THENCE North 43 degrees 40 minutes 34 seconds East, 281.00 feet; RUNNING THENCE North 41 degrees 17 minutes 56 seconds West, 311.23 feet to a concrete monument and the easterly side of Oregon Road; RUNNING THENCE along the easterly side of Oregon Road, North 43 degrees 33 minutes 24 seconds East, 20.08 feet to the point or place of BEGINNING. FOR CONVEYANCING ONLY:TOGETHER with all right,title and interest of the party of the first part,of,in and to any streets and roads abutting the above described premises to the center lines thereof. Schedule A Description(Page 1 of 1) - EXHIBIT "E" (1.84 acre Reserved Area) SCTM #1000-95.-3-3.5 ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the southerly side of Oregon Road distant westerly the following three (3) courses and distances from,the corner formed by the intersection of the westerly side of Alvah's Lane and the southerly side of Oregon Road, as measured along the southerly side of Oregon Road: 1. South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2. South 46 degrees 21 minutes 04 seconds West, 449.58 feet; and 3. South 39 degrees 22 minutes 04 seconds West, 604.34 feet to a monument and the point or place of BEGINNING. RUNNING THENCE from said point or place of beginning, along land now or formerly of Mattituck Farm Holdings, LLC, South 44 degrees 31 minutes 26 second East 372.89 feet to a monument; THENCE South 45 degrees 28 minutes 34 seconds West 245.89 feet (actual) (244.40 feet Liber 11686 Page 429) to a point; THENCE North 41 degrees 35 minutes 16 seconds West 165.13 feet (actual) (136.05 feet Liber 11686 Page 429) to a monument and land now or formerly of Christian Rogers and Daniela Vitali; THENCE along said land now or formerly of Christian Rogers and Daniela Vitali, North 41 degrees 35 minutes 16 seconds West 200.00 feet to a monument and the southerly side of Oregon Road; THENCE along the southerly side of Oregon Road the following two (2) courses and distances: 1. North 45 degrees 33 minutes 24 seconds East 218.79 feet to a monument; 2. North 39 degrees 22 minutes 04 seconds East 8.56 feet to the monument at the point or place of BEGINNING. T I T L E P O L I C Y ALTA Owner's Policy(06-17-06) POLICY OF TITLE INSURANCE ISSUED BY , ,IP St�'WaJ''t 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 8 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; r (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: 1N UR `N�`;•Y}'OH''4C� John Frates President and General Counsel Craig Gal en erg Division PUflent David 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.: 0-8911-000917898 File No.: 71174656 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included in vesting Title as shown in Schedule A because that prior transfer Covered Risks 1 through 9 that has been created or attached or has been constituted a fraudulent or preferential transfer under federal filed or recorded in the Public Records subsequent to Date of Policy and bankruptcy,state insolvency,or similar creditors'rights laws;or prior to the recording of the deed or other instrument of transfer in the Public (b) because the instrument of transfer vesting Title as shown in Schedule Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs,attorneys'fees,and expenses incurred in insolvency,or similar creditors'rights laws by reason of the failure of defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage,costs,attorneys'fees,or expenses Date of Policy,but Known to the Insured Claimant and not disclosed that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy(however,this does (i) the occupancy,use,or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land;or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency,or similar creditors'rights laws,that the transaction vesting the regulations. This Exclusion 1(a)does not modify or limit the coverage provided Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer;or (b) Any governmental police power. This Exclusion 1(b)does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 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 (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.: 0-8911-000917898 File No.: 71174656 2. CONTINUATION OF INSURANCE Company all reasonable aid (i) in securing evidence, obtaining The coverage of this policy shall continue in force as of Date of Policy witnesses,prosecuting or defending the action or proceeding,or in favor of an Insured,but only so long as the Insured retains an estate effecting settlement, and (ii) in any other lawful act that in the or interest in the Land, or holds an obligation secured by a purchase opinion of the Company may be necessary or desirable to money Mortgage given by a purchaser from the Insured,or only so long establish the Title or any other matter as insured. If the Company as the Insured shall have liability by reason of warranties in any transfer is prejudiced by the failure of the Insured to furnish the required or conveyance of the Title. This policy shall not continue in force in cooperation,the Company's obligations to the Insured under the favor of any purchaser from the Insured of either(i)an estate or interest policy shall terminate, including any liability or obligation to in the Land,or(ii)an obligation secured by a purchase money Mortgage defend, prosecute, or continue any litigation,with regard to the given to the Insured. matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing(i)in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a)of these Conditions,(ii)in case inspection,and copying,at such reasonable times and places as Knowledge shall come to an Insured hereunder of any claim of title or may be designated by the authorized representative of the interest that is adverse to the Title,as insured, and that might cause Company,all records,in whatever medium maintained,including loss or damage for which the Company may be liable by virtue of this books,ledgers,checks,memoranda,correspondence,reports,e- policy,or(iii)if the Title,as insured,is rejected as Unmarketable Title. If mails,disks,tapes,and videos whether bearing a date before or the Company is prejudiced by the failure of the Insured Claimant to after Date of Policy,that reasonably pertain to the loss or damage. provide prompt notice,the Company's liability to the Insured Claimant Further, if requested by any authorized representative of the under the policy shall be reduced to the extent of the prejudice. Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to 4. PROOF OF LOSS examine,inspect,and copy all of these records in the custody or In the event the Company is unable to determine the amount of loss or control of a third party that reasonably pertain to the loss or damage, the Company may, at its option, require as a condition of damage. All information designated as confidential by the Insured payment that the Insured Claimant furnish a signed proof of loss. The Claimant provided to the Company pursuant to this Section shall proof of loss must describe the defect, lien, encumbrance, or other not be disclosed to others unless,in the reasonable judgment of matter insured against by this policy that constitutes the basis of loss or the Company, it is necessary in the administration of the damage and shall state,to the extent possible,the basis of calculating claim. Failure of the Insured Claimant to submit for examination the amount of the loss or damage. under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information 5. DEFENSE AND PROSECUTION OF ACTIONS from third parties as required in this subsection,unless prohibited (a) Upon written request by the Insured,and subject to the options by law or governmental regulation,shall terminate any liability of contained in Section 7 of these Conditions,the Company, at its the Company under this policy as to that claim. own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third parry 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.: 0-8911-000917898 File No.: 71174656 policy. (a) The extent of liability of the Company for loss or damage under 14. ARBITRATION this policy shall not exceed the lesser of Either the Company or the Insured may demand that the claim or (i) the Amount of Insurance;or controversy shall be submitted to arbitration pursuant to the Title (ii) the difference between the value of the Title as insured and Insurance Arbitration Rules of the American Land Title Association the value of the Title subject to the risk insured against by ("Rules"). Except as provided in the Rules,there shall be no joinder or this policy. consolidation with claims or controversies of other persons. Arbitrable (b) If the Company pursues its rights under Section 5 of these matters may include, but are not limited to, any controversy or claim Conditions and is unsuccessful in establishing the Title, as between the Company and the Insured arising out of or relating to this insured, policy, any service in connection with its issuance or the breach of a (i) the Amount of Insurance shall be increased by 10%,and policy provision,or to any other controversy or claim arising out of the (ii) the Insured Claimant shall have the right to have the loss or transaction giving rise to this policy. All arbitrable matters when the damage determined either as of the date the claim was Amount of Insurance is $2,000,000 or less shall be arbitrated at the made by the Insured Claimant or as of the date it is settled option of either the Company or the Insured. All arbitrable matters when and paid. the Amount of Insurance is in excess of$2,000,000 shall be arbitrated (c) In addition to the extent of liability under(a)and(b),the Company only when agreed to by both the Company and the Insured. Arbitration will also pay those costs,attorneys'fees,and expenses incurred pursuant to this policy and under the Rules shall be binding upon the in accordance with Sections 5 and 7 of these Conditions. parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE defect,lien,or encumbrance,or cures the lack of a right of access CONTRACT to or from the Land,or cures the claim of Unmarketable Title,all (a) This policy together with all endorsements,if any,attached to it by as insured, in a reasonably diligent manner by any method, the Company is the entire policy and contract between the Insured including litigation and the completion of any appeals,it shall have and the Company. In interpreting any provision of this policy,this fully performed its obligations with respect to that matter and shall policy shall be construed as a whole. not be liable for any loss or damage caused to the Insured. (b) Any claim of loss or damage that arises out of the status of the (b) In the event of any litigation,including litigation by the Company Title or by any action asserting such claim shall be restricted to or with the Company's consent, the Company shall have no this policy. liability for loss or damage until there has been a final (c) Any amendment of or 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. Serial No.: 0-8911-000917898 File No.:71174656 Stew A Y daft };fio Policy Number: 0-8911-000917898 V {•' fir Date of Policy:December 3, 2021 File Number: 71174656 Name and Address of Title Insurance Company: Stewart Title Insurance Company 60 East 42nd Street, Suite 1260 New York, NY 10165 SCHEDULE A— CERTIFICATION Amount of Insurance: $112,255.50 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired title by Development Rights Easement from Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company dated 12/3/2021 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. District: 1000 Section: 095.00 Block: 03.00 Lot: 003.004 i Schedule A Certification(Page 1 of 1) - ewart titl(4 Policy Number: 0-8911-000917898 ��++ Date of Policy: December 3, 2021 File Number: 71174656 SCHEDULE A-DESCRIPTION ALL that certain plot, piece or parcel of land lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York being known as and by part of Lot 003.004 in District 1000, Section 095.00, Block 03.00 as shown on the Suffolk County Land and Tax Map and being bounded and described as follows: BEGINNING at the corner forming the intersection of the southwesterly side of Alvahs Lane with the easterly side of Oregon Road, distant the following courses and distances: l.) South 46 degrees 44 minutes 04 seconds West, 356.43 feet; 2.) South 46 degrees 21 minutes 04 seconds West, 449.53 feet; 3.) South 39 degrees 22 minutes 04 seconds West, 612.90 feet; 4.) South 43 degrees 33 minutes 24 seconds West, 520.03 feet to the true point of BEGINNING; RUNNING THENCE South 41 degrees 17 minutes 56 seconds East, 577.95 feet; RUNNING THENCE'South 43 degrees 40 minutes 34 seconds West, 301.22 feet; RUNNING THENCE North 41 degrees 16 minutes 06 seconds West, 266.69 feet to a concrete monument; RUNNING THENCE North 43 degrees 40 minutes 34 seconds East, 281.00 feet; RUNNING THENCE North 41 degrees 17 minutes 56 seconds West, 311.23 feet to a concrete monument and the easterly side of Oregon Road; RUNNING THENCE along the easterly side of Oregon Road, North 43 degrees 33 minutes 24 seconds East, 20.08 feet to the point or place of BEGINNING. = Schedule A Description(Page 1 of 1) - Policy Number: 0-8911-000917898 .6.0(eYart }i}(Ei Date of Policy: December 3, 2021 File Number: 71174656 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees or expenses that arise by reason of.- 1. £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 onsurvey made by John Minto, Land Surveyor, last dated 9/10/2021 (Job Number N/A): a. Post wire and deer fence varies and encroaches up to 1.2 feet west of westerly line; b. Chain link fence varies up to 1.3 feet north along part of northwesterly line. 4. Terms, conditions, restrictions, and other matters set forth in the Development Rights Easement Agreement made by and between the Town of Southold and Mattituck Farm Holdings, LLC, a Delaware Limited Liability Company, dated 12/3/2021 and to be recorded in the Suffolk County Clerk's Office. 5. Policy excepts the 2021/2022 181 Half Town and School Taxes, as a lien not yet due and payable. -Schedule B Part I (Page 1 of 1) - ewart ` itlE$ Policy Number: 0-8911-000917898 Date of Policy: December 3, 2021 File Number: 71174656 STANDARD NEW YORK ENDORSEMENT (Owner's Policy) 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law for services, labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: :} Inc� John Frates President and General Counsel IL Plhor*If d i?fric o Agent avid Hlsey 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) ear 6 ti`ie Policy Number: 0-8911-000917898 (,1 Date of Policy: December 3, 2021 File Number: 71174656 POLICY AUTHENTICATION ENDORSEMENT When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Countersigned By: roses C ,,_�q�. ��•.,� John Frates President and Gerperai:Counsnl �•` 1987 :� i Plhorifdbffic o Agent avid FUsey .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 PF ASE I E ®NNUNTA-L. SITE ASSESSMENT for the property located at: Farm 9 4 710 Oregon Road Cutchogue, New York SCTM # 1000 95-3-3.4 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 �ervices, Inc. Engineering •Pl' gni .'C, n •action Management 1200 Veterans Memorial lli h. dry, upp tgz,i 'w York 11788 - (631) 348-7600 S MMJ. R 23 y 2021 PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT: FARM 9 4710 OREGON ROAD CUTCHOGUE,NEW YORK SCTM#1000-95-3-3.4 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 9 4710 OREGON ROAD CUTCHOGUE,NEW YORK SCTM#1000-95-3-3.4 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 4710 Oregon Road, Cutchogue, NY. The subject property is part of a larger farm field (Farm 9), also in cultivation. The subject property consists of approximately 1.98 acres of active farmland, recently planted with corn and grain, which appears to have been recently harvested. No structures are present on the subject area. The subject property includes an accessway from Oregon Road on the north, and is bordered by an overgrown field on the north, and cultivated fields on the east, south and west. The field inspection was conducted on September 10, 2021 by an Environmental Professional from CTS. CTS accessed the parcel from Oregon Road and the unpaved road leading to 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: Recognized EnAroninental Conditions (RECs) None Identified. Historic Recoenized_Environmental Conditions None identified. ControlledRecognizedEnvironmental Conditions (RECs) None identified. i De Minimis Conditions None idcntificd. 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 r � ' !�`,�f i*.. �r'� ,d° sb ti' +'lis o.± �'" � ,A :;..�v a�d`•� .� t , Q• ,�"S't t >' �1':f��i s ck ,�". 'y ... �� � td y, �,r,�F'�F4^' � ' 'i•r, �` �� ������'ya�rr��.s� +0.n';dC h•��'.7�¢rFty�"t °S+ 'fff`� J g�',��'f - �, . �j;. r r 9s Y1T�y'J•�'�(z '.w"3�a�•k.¢Y k' i+�'u� ..�/'<,a���x�w-�ip�"',#`�.�i•t rt �' . n� .a f' �1 ,�"` � bra.-.�,t '►�+' �� December 27, 2022 (A ILM (� 1:2.257 V 1 0 0.01 OM C— tri L��-� Agricultural Districts �0 -T) .-3- j .� 0 0.02 0.04 km Suffolk County Parcel Boundaries NY_ TS GI, O�« 17--Q: .,1 rf•lf"IILC Q�Rev WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of 1.98 acres of active farmland and/or 0 acres of non- farmland, situated at Suffolk County Tax Map No. 1000-95.-3-3.4 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. Russell, Supervisor Peter Talty, Vgent V 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 J day of 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 JEANNE D GIARRATANO NOTARY PUBLIC.STATE OF NEW YORK STATE OF NEW YORK) Registration i 10.01616094250 Qualified in Suffolk County ss. Commission Expires June 16 20?.3 t COUNTY OF SUFFOLK) On the 210` day of r VeAn,�e 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 � J 11.NE D GU`\R.RA7AN0 3 NOTARY PU6t_IC STATE OF NEN YOM< Registration No 01616094250 Qualified in Suffolk County Comm ssion Exoves June 16 202- 1 OFFICE LOCATION: MELISSA A. SPIRO ,t,®f s®�� 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 sus MAILING ADDRESS: www.southoldtownny.g°v P.O. Box 1179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD June 9,2022 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.-3-3.4 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 91000-95.-3-3.4. Details regarding this easement are as follows: GRANTOR: Mattituck Farm Holdings, LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: 5/18/2022 LIBER: D00013156 PAGE: 531 LOCATION: 4710 Oregon Road,Mattituck EASEMENT ACREAGE: 1.98 acres SUFFOLK CO TAX MAP#: 1000-095.00-03.00-003.004 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 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 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 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 NoPEWYORK I Department of aaiutan 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 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 lPC 170(h). This.Mcludes, but is not limited to, a copy of federal Form 82133, 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 appraisalmust be made by&.qualified appraiser as defined in federal regulations section 1. 170A=13(g)(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 5 i Doroski, Melanie rom: 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 NeCanie Doroski Land Management Speciah'st II Land Preservation Department ,1'-vvn of South.oCd :831-765-5711 1 OFFICE LOCATION: MELISSA A. SPIRO ®f so Town Hall Annex LAND PRESERVATION'COORDINATOR �� ®�® 54375 State Route 25 melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) qr Southold, New York Telephone(631)765-5711 ® �® MAILING ADDRESS: www.southoldtownny.gov � '� P.O. Box 1179 Southold, NY 11971-0959 i 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). ZSincerely,O Sincerely, ALIU Melanie Doroski Land Management Specialist II Encs. guFFOL,� OFFICE LOCATION: MELISSA A.SPIRO O�� COG Town Hall Annex LAND PRESERVATION COORDINATOR �• .jam 54375 State Route 25 melissa.spiro@town.southold.ny.us 1 (comer of Main Rd&Youngs Ave) H 2 Southold,New York Telephone(631)765-5711 www.southoldtownny.govMAILING ADDRESS: y�jpl �aO� P.O.Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VIA electronic mail robert.morrellkdec.ny.gov robert.burgher@dec.ny.gov June 9,2022 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.-3-3.4(Farm 9) Gentlemen: 1 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: May 18,2022 LIBER: D00013156 PAGE: 531 LOCATION: 4710 Oregon Road, Mattituck EASEMENT ACREAGE: 1.98 acres SUFFOLK CO TAX MAP#: 1000-095.00-03.00-003.004 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 on aY JM MCKEo eY JM SECTION 7209 OF THE NEW YORK STATE EDUCATION LAW. caa FILE ONE SEPT 2021 COPIES OF THIS SURVEY MAP NOT BEARING THE LAND SURVEYOR'S INKED SEAL OR cwwuc m. 21\ALVAHS LANE EMBOSSED SEAL SHALL NOT BE CONSIDERED TO BE A VALID TRUE COPY. GUARANTEES INDICATED HEREON SHALL RUN ONLY TO THE PERSON FOR WHOM THE SURVEY OC' IS PREPARED, AND ON HIS BEHALF TO THE TITLE COMPANY, GOVERNMENTAL AGENCY AND LENDING INSTITUTION LISTED HEREON, AND TO THE IOF THE LENDING TUTION GUARANTEES ARE NOT TRANSFERABLE. �J Note: ALL SUBSURFACE STRUCTURES; WATER SUPPLY, SANITARY SYSTEMS, DRAINAGE, DRYWELLS AND UTILITIES, SHOWN ARE FROM FIELD OBSERVATIONS t AND OR DATA OBTAINED FROM OTHERS. 9lG THE EXISTENCE OF RIGHTS OF WAY AND/OR EASEMENTS OF RECORD IF ANY, NOT SHOWN ARE NOT GUARANTEED. Reserved Area i i� Town Developmert Rights Easement Area 1000-95-04-01 FASeme Reserved Arco�� ��AS % Town Development Rights Q • s O(��V Easement Area rr 1000-95-03-8.1 �� 0� G i Reserved Area os o Town Development Rights \ Easement Area • 1000-95-04-3.1 Town Development Rights G Ea,ement Area 1000-95-03-3.4 , 49 600' 0 ae� 1 p i h 7 i O g� 1� lvkk 01 RO Its,- NO3 �F fence err 7.1'S 0.2'E UN bin fence 1.2 Wconcrelr. \v/ monument Town Development Rights Easement Area SUFFOLK COUNTY TAX MAP# �s f000-95-03-3.4 -_ AREA = 86,226 SQ.FT. 1.98 ACRES X30 NO3 �v2 S d , fence tet'% -T,% o ON 2� 0¢�0�, \ r 2r PN\ SO fence 0.5'W -- Survey of Property pF .C- )� % oNN INTO 0 situate at Cutchogue Town of Southold 10 ��- 49ac,E, Suffolk County, Now York LAND SURVEYING Mintoville c� maol.co ��LA °i S.C.T.M. # 1000-95-03-3.4 SUBDIVISIONS TITLE & MORTGAGE SURVEYS Scale 1 '— 40' September 10, 2021 TOPOGRAPHIC SURVEYS SITE PINS GRAPHIC SCALE Certified to. 40 0 20 40 80 160 John Minto, L.S. Jacqueline Marie Minto, L.S. LICENSED PROFESSIONAL LAND SURVEYOR LICENSED PROCESSIONAL LAND SURVEYOR Town of Southold NEW YORK STATE LIC. NO. 49866 NEW YORK STATE LIC. NO. 51085 Phone: (631) 724-4832 Mottituck Farm Holdings, LLC IN FEET 93 Smithtown Boulevard, Smithtown, N.Y. 11787 Stewart Title Insurance Co. 1 inch = 40 ft. A E R I A L M A P Farm Setup Acreage nk, Farm 1 : 1000-95-3-8al 55 . 3 44(, F Development Area 2 .0 New PDR Farmland 53 . 3 Farm 2: 1000-95-4-3al 26. 1 r Development Area 2 .0 Farmland - New PDR 24. 1 A , Farm 3: 1000-95-4-51 4. 9 Farmland - New PDR 4.9 Farm 4: 1000-95-4-1 12 . 1 Development Area 2 .0 Farmland - New PDR 10. 1 Farm 5 : 1000-95-4-12/13 13 . 1 Farmland - New PDR 13 . 1 -95-4-6ol/6o2 Farm 6: 1000 8.4 lopment Area 1 .8 Deve Farmland - Existing PDR 6. 6 Farm 7: 1000-95-4-141/143 30.4 Development Area 1 . 8 Existing PDR Farmland 28. 5 W 10 -95-4-96 Farm 8: 1000 1/9o2/10 25 .9 WN 10 MM Development Area 1 .8 -4% X Farmland - Existing PDR 24.0 \W -95-3. Farm 9: 1000 -394/15/16 38. 3 Development Area 1 . 7 Farmland - Existing PDR 34. 5 `0 land - New PDR 2 . 2 I R� Fa rm Farm 10: 1000-95-4-53 42 .0 2 Existing PDR Farmland 42 .0 Total Acreage low PDR Acreage 107+/- 7 S\�t IVA 9 YA 10 OF �Of MW k 99" Ik AW 4F �4r 00, �41 Matnetuc Farm Holdings LLC F1 Farmland - Existing PDR Development Area E] Farmland - New PDR Protected Farmland 0 500 1 , 000 US Feet AA WIN Sources: Peconic Land Trust, NYS ITS GIS Program Office, Suffolk County Matti'otuc Farm o in s LLC own eve o ent RealPro ertyTaxServiceA ency Prepared By: James Mccomb on July 22, 2021 own o Sout o Y 1 ts urc ase S atial Reference: NAD 1983 StatePlane New 'Y'ork Long Island FIPS 3104 Feet hill