The URL can be used to link to this page

Home My WebLink AboutWW Farms LLC (Wickham) cm W o • �'� 1000-1094-1-1 44 Baseline Documentation Premises: 24085 Main Road (NYS Route 25) Cutchogue,.'New York I 65.07 acres Development Rights Easement WW FARMS, LLC to TOWN OF SOUTHOLD Grant of Development-Rights E'a's.ement- dated ,December'16, 2022 - Recorded Suffolk County Clerk = Liber 13190, Page 232 ; Declaration of Covenants and Restrictions dated December 169'2022 ' Recorded Suffolk County Clerk = Liber 13190,'Page 233 SCTM #: part of 1000-109-1-11 Premises: 24085 Main Rd (NYS Rt 25) Hamlet: Cutchogue Purchase Price: $ 491779689.21 (65.07 acres @ $64,203/buildable acre) Funding: 2% Community Preservation Fund CPF Project Plan: Yes Total Parcel Acreage: 77.796 acres Development Rights: 65.07 easement acres Reserved Area: 12.726 acres Zoned: A-C (Agricultural-Conservation) Existing Improvements: In July 2021 — Cultivated field,wooded area,dirt farm roads,deer fencing,pig pen A P P R A I S A L r LAND PRESERVATION COMMITTEE MEETING Minutes & Discussion Notes from Meeting held Tuesday, March 19, 2019 at 7:00 p.m. Town Hall Annex Executive Board Room Members Present: Sam McCullough, Chairman Anne Murray Will Lee Doris McGreevy Lillian Ball Eric Keil Members Absent: John Simicich Also present: Melissa Spiro, Land Preservation Coordinator Melanie Doroski, Land Preservation Secretary Gregory Doroski, Democratic Candidate for Town Supervisor Commencement • The meeting began at 7:03 p.m. with six LPC members present. EXCERPT FROM ADOPTED 3/19/2019 MEETING MINUTES MOTION made by Eric Keil, seconded by Lillian Ball, to direct Land Preservation Coordinator Melissa Spiro to commission an appraisal on property owned by VWV Farms, LLC (SCTM#1000-109.-1-11) for the purpose of farmland preservation on 64±acres of the 77.8±acre parcel, subject to Town Board authorization. Motion carried: 6/0 APPRAISAL REPORT of 24085 Main Road Cutchogue,Town of Southold, New York 11935 a/k/a District 1000 Section 109 Block 1 Lot 11 DATE OF VALUATION May 22, 2019 PREPARED FOR Town of Southold Department of Land Preservation Southold Town Hall Annex 54375 State Route 25 P.O. Box 1179 Southold, New York 11971-0959 PREPARED BY Elinor Brunswick, MAI BRUNSWICK APPRAISAL CORP. P.O. Box 674 Rockville Centre, New York 11571-0674 INTRODUCTION 1 AERIAL VIEW OF SUBJECT PROPERTY f PD k s `A FARMLAND AREA t , ,yT- PO RETAINING AREA ' 4 T PDR .. � � r r r. Concept Sketch 1J Map Legend WW Farms, LLC ":::1'" ExcludedAre, SCTM# 1000-109.-1 -11 11T Easement Area OProject 8C0 aC J 0 150COC Fee., TaxMap SA01k^.e.+nty Real P'up-ly lax Service AgeicyA.REIS and Tax%Aap COPYRIGHT 2015 Cat rdy or Suflolk NY PREPARED BY hIELISSA SP RO,LANG PRESERVATION COORDINATOR Aerial Photographs Takes rrom 2413 Flight Apri!2.20`9 BRUNSWICK APPRAISAL CORP. INTRODUCTION 15 SUBJECT PROPERTY PHOTOGRAPHS e� i✓ ^w.+r+wr..mac, `•.•�7M iA+'.�I-� sY.�/RMyIiF. ,� .��db.• rM .�> r.../� ,. Facing northeast at the subject property BRUNSWICK APPRAISAL CORP. INTRODUCTION 16 SUBJECT PROPERTY PHOTOGRAPHS Facing southeast at the subject property 4 , Subject property barn and storage structures BRUNSWICK APPRAISAL CORP. E N V I R O N M E N T A L S U M M A R Y PHASE ENVIRONMENTAL SITE ASSESSMENT WW Farms, LLC Cutchogue, New York NPV No.21071 Prepared for: Melissa Spiro Land Preservation Town of Southold Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Prepared by: NELSON POPE VOORHIS environmental • land use • planning 70 Maxess Road Melville, NY 11747 Contact: Steven J. McGinn o: 631.427.5665 1 smcginn@nelsonpopevoorhis.com April 27, 2021 Phase Environmental Site Assessment WW Farms, LLC 1.0 SUMMARY The subject property has been inspected and reviewed independently by Nelson, Pope & Voorhis, LLC (NPV) in order to determine potential environmental or public health concerns. This report is intended to identify Recognized Environmental Conditions (as defined in Standard Practice for Environmental Site Assessment; ASTM E 1527-13 and United States Environmental Protection Agency (USEPA) Standards and Practices for All Appropriate Inquiries (AAI)) on the subject property based on four (4) components of a Phase I Environmental Site Assessment (ESA): records review, site reconnaissance, interviews and evaluation and reporting. Appendix A provides a statement of limiting conditions. Appendix B includes the resumes of key personnel. The subject property is located in the Hamlet of Cutchogue, Town of Southold, County of Suffolk, New York. The subject property consists of approximately 64 acres of agricultural land of an overall 77.8 acre tax parcel, located at 24085 Main Road. A 13.8± acre portion of the property located in the southeast corner is not part of this report. The subject property is situated on the north side of NYS Route 25, approximately 1,300 feet west of Alvah's Lane in Cutchogue. The property is more particularly described on the Suffolk County Tax Map as District 1000, Section 109, Block 01, p/o Lot 11. The subject property currently consists of agricultural land with multiple buildings constructed on the southeast portion of the subject property. The buildings were not part of the Phase I inspection. A 550 gallon tank above ground fuel oil storage tank situated on a concrete pad was located on the east side of the subject property. This tank supplied an engine for the irrigation well pump which was located in close proximity to the tank. No staining was observed beneath or in the vicinity of this tank or pump engine. One (1) temporary structure that was used as a pig pen was located on the west side of the subject property. There was no evidence of discharge, staining, areas of stressed vegetation, residue of oils or other toxic substances, pools of discharge, petroleum or chemical odors, or other such indicators noted during the site reconnaissance. Aerial photographs from 1938, 1940, 1947, 1954, 1957, 1962, 1969, 1970, 1976, 1980, 1985, 1994, 2006, 2009, 2013 and 2017 were reviewed in order to determine if any prior uses occupied the subject property. All of the aerial photographs provided depicted the subject property as vacant agricultural land. NPV WW Farms,LLC,Cutchogue Phase I ESA The USGS Mattituck, Mattituck Hills, Riverhead, Sag Harbor, Shelter Island, Southampton, Southold Quadrangle Maps dated 1903, 1904, 1943, 1947, 1956 and 2013 were reviewed. In the 1903 and 1943 maps, the subject property was located in an unmapped location. All of the remaining topographic maps depicted the subject property as vacant land located in a green, undeveloped area. An EDR-City Directory Image Report was reviewed for the subject property for the years 1971 through 2017. A review of the report revealed that the historic occupants of the subject property are consistent with the present occupants of the property which include William Wickham and Recep Zaim. No other sources were utilized or available to assist with historic information regarding the subject property. An extensive government records search did not identify any sources of environmental degradation on the subject property. Several Federal, State and County documented regulated sites were noted in the vicinity of the subject property. Specifically, one (1) active and eleven (11) closed spills are located within one-half (0.5) mile of the subject property. In addition, six (6),Petroleum Bulk Storage (PBS) facilities are located within one-quarter (0.25) mile of the subject property. A Tier 1 Vapor Encroachment Condition (VEC) Assessment was conducted as part of this Phase I ESA, due to the proximity of several spill incidents. The assessment was conducted in accordance with the methods and procedures, outlined within ASTM E2600-15, Standard Guide for Vapor Encroachment Screening on Property Involved in Real Estate Transactions. A review of the regulatory agency database report provided for the subject property did not identify any sites located within the critical distances which documented an active activity which could result in a release. In addition, a review of the spill incidents in the area did not identify any incidents within the critical distances. Therefore, the subject property is not expected to be adversely affected by a VEC. Based on the information reviewed, it is concluded that a VEC does not exist or is not likely to exist. This assessment has identified the following with respect to recognized environmental conditions, controlled recognized environmental conditions, historic recognized environmental conditions and de minimis conditions in connection with the subject property, subject to the methodology and limitations of this report. No recognized environmental conditions were noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. No controlled recognized environmental conditions were noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. N PV Page 2 of 28 WW Farms, LLC,Cutchogue Phase I ESA No de minimis conditions were noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. No historic recognized environmental conditions were noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. This report was completed in accordance with the standards set forth in the ASTM E 1527-13 and the USEPA AAI. ASTM protocols identify asbestos containing material (ACM) as non-scope issues. In the interest of serving the client, observations concerning ACM are included herein. This visual assessment should not be considered an asbestos survey which would be required for building demolition and/or identification of all possible sources of ACM, regardless of health danger. Based on observations made during the site reconnaissance,the following is noted: 1. No suspected ACM was noted during the reconnaissance of the subject property. According to Industrial Code 56, if major renovation or demolition of any of the buildings is contemplated, a complete asbestos survey for both friable and non-friable ACM is required. This report is not a substitute for a complete demolition asbestos survey. The observation noted above is not intended to eliminate any other possible sources which may or may not be present for this non-scope item. NPV has performed a Phase I ESA in conformance with the scope and limitations of ASTM Practice E 1527-13 and USEPA AAI for WW Farms Property located at 24085 Main Road, Cutchogue. Any exceptions to, or deletions from, this practice are described in Section 11.0 of this report. In conclusion, this assessment has revealed no evidence of any recognized environmental conditions in connection with the subject property, subject to the methodology and limitations of this report. N P V Page 3 of 28 H ar � A4f"'Zj7l �il { WIN Ott r � , WW Farm, LLC Prop, Cutchogue Subject property facing northwest Subject property facing west u s N 7 0 Q a 0 m F n 0 FIGURE 1 WW Farm, LLC 24085 Main Rd � NPV LOCATION MAP Cutchogue Source: ESRI WMS Scale: 1 inch = 700 feet Phase I ESA �K �a pe fF, FIGURE 2 ww Farm, LLC NPV AERIAL PHOTO MAP 24085 Main Rd Cutchogue Source: NYS Orthophotography, 2020 Scale: 1 inch = 600 feet Phase I ESA 'Ar' l 4 vCp t �e rip 4V It t r • .+: •fir. � ` t i 1000 �V �y eL 7 FIGURE 3 ww Farm, LLC 24085 Main Rd � NPV LAND USE MAP Cutchogue Source: NYS Orthophotography, 2016 Scale: 1 inch = 1,000 feet Phase I ESA 7 � �i• �,.^- 1'err ■L now AR a=m ,��■ 1 V.- mw-- �. Isis MAP ,r X11/11 AN �E��r� `� civ ��:� �� :/■::moi■//� I _ '��'�'�•� ��% ��• ice::■■■■�� •� • � ;,,, ,��0�� iI11111�i1111��'� FIGURE , WW Farm, LLC ZONING MAP 24085 Main .. • . Source: • of • • • Scale: 1 inch = 2,000 feet Phase I ESA HaB a6 HaA d IM. d HaB CpC-Carver and Plymouth sands,3 to 15%slopes RdA CpE-Carver and Plymouth sands, 15 to 35 percent slopes HaA-Haven loam,0 to 2 percent slopes HaB-Haven loam,2 to 6 percent slopes PIA-Plymouth loamy sand,0 to 3 percent slopes PIB-Plymouth loamy sand, 3 to 8 percent slopes PIC-Plymouth loamy sand,8 to 15 percent slopes PmC3 -Plymouth gravelly loamy sand,8 to 15 percent slopes,eroded a a PmB3-Plymouth gravelly loamy sand,3 to 8 percent slopes,eroded d RdB RdA-Riverhead sandy loam,0 to 3 percent slopes RdB-Riverhead sandy loam,3 to 8 percent slopes RdC- Riverhead sandy loam,8 to 15 percent slopes B RdB HaA d P 3 PIC RdA H PIB RdB HaB RdB RdA dC d HaB dC d PmB HaB RdB CPA PIB RdB PIAn a P - n d - � o P _ HaB PIC I RdA HaA d a' � d PIC RdA PIA HaA � ain Rq CPA RdB -of FIGURE 5 WW Farm, LLC SOIL MAP 24085 Main Rd N PV Cutchogue Source: ESRI WMS; NRCS Scale: 1 inch =700 feet Phase I ESA "� ` N 1 • j \ • +.. • •• '• �� de 0 44 lb 41 t % It It • •• • f , ' • • •♦ ! ' ib R • y j Ilk • f � • FIGURE 6 WW Farm, LLC Rd Main N P V TOPOGRAPHY MAP C 2408585 Main utchogue Source: USGS WMS Scale: 1 inch = 700 feet Phase I ESA Orego, y�� SFT �P O n D v � O � r N r � n 0 "O'd Spur St 3 c 3 Old Saddle c N y p n O O n O x _ .p CA O i O n wergrcell Or 7 ■ 5 PT° J z r Q � n n:alea Spur Rd O ' 3'�v' cS ? m Sch oolh ouse Rid landr m S h° a k a zr o O° O' �4H y 40 n 40 ,O J /YOr des 3// e* J e C lO` y C w CL C :,gee F ��a� } �, �3rs Rd CD Ear c bt Ga FIGURE 7 WW Farm, LLC WATER TABLE MAP 24085 Main Rd NPV Cutchogue Source: ESRI WMS; USGS SIM 3398, 2016 data Scale: 1 inch = 1,500 feet Phase I ESA outside SCWA o n distribution area 30 r 0 0 Gold Spur Sr 3 C.ll Article 6 Groundwater Old Sadd\° o Monitoring Zone IV L s 0 o o ° = c Middle Rd _ Middle Rd c4 S 04 x �'�0 94 S x m Tabor Rd n ° 7 o u J S N r r 8(1 d1e O G C ■ Ataleaipd 4A ; n n Spur Rd a p a�Ro.3 _F c 5choolhouseRd end n x R r o c1 a �c N Mar, Onoo 400 0 40 o J Cie 6� u m Jn F� yc 6 vas o y -df FIGURE 8 ww Farm, LLC WATER SUPPLY MAP 24085 Main Rd NPV Cutchogue Source: ESRI WMS; SCWA data Scale: 1 inch = 1,500 feet Phase I ESA F'a y� v` Ga�aiQ yo cutchogue s Station °s u 4„ Q-a Project Site y s Catergory AA-Adjacent Area �' SCU6 FC - Formerly Connected R 1 S0057 ® IM - Intertidal Marsh c, SM -Shoals, Bars, Mudflats e-a ti o JN yGr �0I SO yQ a s� C, Cutch a °ap 1251 C v v, 0 T F� M6-;�4 SO-6 AS SO-6 5 C'o6 3 s 45 ; f > > 7 Mafn Rd 1 IM m u N fifth A C 0 <,u��f. IuS. HM SM- tyd o r IM 3 Cep ^ ell - SI-f�5 IM IM f f M M ' � S 5 '. r 15 SotrotM n IM L m v Z IM SM MT-16 IM "IM FIGURE 9 WW Farm, LLC NYSDEC WETLANDS MAP 24085 Main Rd �A= NPV Cutchogue Source: ESRI WMS; NYSDEC, opdgig.dos.ny.gov Scale: 1 inch= 1,500 feet Phase I ESA E1AB1L, E1ABL, E1UBL, E1UBLx - Estuarine and Marine Deepwater E2EM1P, E2EM1Pd - Estuarine and Marine Wetland E2EM5P, E2EM5Pd, E2USM - Estuarine and Marine Wetland L1UBH - Lake PEM1C, PEM1E, PEM5C - Freshwater Emergent Wetland PUBHx PF01E, PF01R - Freshwater Forested/Shrub Wetland PUBHx PSS1Ax, PSS1C, PSS1R - Freshwater Forested/Shrub Wetland PUBFx, PUBHh, PUBHx, PUBVx- Freshwater Pond PEM1E e v j 0 9 y�r {o(h �a Sf !a IQ, asi eh�J Cutch n %, PUBHx P cid ��3 A PUBHx - "'� PEM1R 0 PUBHx s PSS1 C _ 1 a PEMSC PUB[' � �Qy�SS1C PUBHx E2 j P a E2EM5P �<"> E2EM1 P Ma+n Rd E2EM1 P= With w N PUBHx E1 U P~? E2EM5Pd 'PSS1R PUBHx E2EM1P E1 UBL ° - E2EM1 Pd PUBHx 6 EM1 Pd PUBHx L1 U E2EM1 Pd �IUBL E2E 6�2EM1 Pd yid/ m _ rtr-.v Svtlotk AY =UBL "E2EM1P� HE Pd P FIGURE 10 WW Farm, LLC / NATIONAL WETLANDS 24085 Main Rd V N P INVENTORY MAP Cutchogue Source: NYS Orthophotography, 2016; US F&W NWI Scale: 1 inch = 1,500 feet Phase 1 ESA ^�°Rn 5` Go\�`Q� yo cutchogue J ` s station 0Project Site as °o 911` a' Flood Zone sri„e,o 011114o, aRa O` c �AE �o J 'aB AO OPEN WATER X X .V ,VE y \so �� n x 10 i ,moi V� Cutch � a Jh d 7 �3 A r ■ C ' J T i Path Wa 6. s "a C� O o p y1� r 07 4a S r Marn Rd o m , With u ^� Fork County g ! \ Club Pd o 0 \\\l � P' s n y A E 2 m � p F r o � J 5 N S%jNo,Y.Ave c G` A FIGURE 11 WW Farm, LLC N PV FEMA FLOOD HAZARD MAP Rd C24085 85 Main Main Source: ESRI WMS; FEMA Scale: 1 inch = 1,500 feet Phase I ESA P U B L I C H E A R I N G ��gUFFO(k� RESOLUTION 2021-176 ADOPTED DOC ID: 16861 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2021-176 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 23,2021: RESOLVED that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold hereby sets Tuesday, March 9, 2021, at 4:31 p.m., Southold Town Hall, 53095 Main Road, Southold, New York as the time and place for a public hearing for the purchase of a development rights easement on property owned by WW Farms, LLC. Said property is identified as part of SCTM #1000-109.-1-11. The address is 24085 Main Road (NYS Route 25) in Cutchogue. The property is located in the Agricultural-Conservation (A-C) Zoning District and is situated on the northerly side of Main Road (NYS Route 25) approximately 1332 feet westerly from the intersection of Alvah's Lane and Main Road (NYS Route 25), Cutchogue, New York. The proposed acquisition is for a development rights easement on a part of the property consisting of approximately 64± acres (subject.to survey) of the 77.8± acre parcel. The exact area of the acquisition is subject to a Town-provided survey acceptable to the Land Preservation Committee and the property owner. The easement will be acquired using Community Preservation Funds. The purchase price is $64,203.00 (sixty-four thousand two hundred three dollars) per buildable acre, estimated at $4,108,992.00 (four million one hundred eight thousand nine hundred ninety-two dollars) for the 64± acre easement. Purchase price will be adjusted at time of closing based on final survey acreage determination, plus acquisition costs. The property is listed on the Town's Community Preservation Project Plan as property that should be preserved due to its agricultural value. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcel of land is on file in Land Preservation Department, Southold Town Hall Annex, 54375 Route 25, Southold, New York, and may be examined by any interested person during business hours. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER:Robert Ghosio, Councilman AYES: Nappa, Dinizio Jr,Doherty, Ghosio, Evans, Russell Times Review Media Group Invoice #: Offc8c2e The Suffolk Times Date: 03/01/2021 Bill To Customer Email SOUTHOLD TOWN CLERIC lynda.rudder@town.southold.ny.us r i Affidavits will be mailed or emailed (as ordered) 7 days AFTER THE LAST INSERTION DATE. Description' Publish'Date Amount PUBLIC 03/04/2021 $44.68 i Affidavit(eMail) 1 $25.00 Affidavit(Mail) 0 $0.00 f Total: $69.68 Please remit checks payable to: balance: Times Review Media Group $0.00 PO Box 1500 t Mattituck, NY 11952 The invoice number MUST be included on your check to ensure that your payment is applied correctly. LEGAL NOTICE NOTICE OF PUBLIC HEARING NOTICE IS HEREBY that pursuant to the provisions of Chapter 17 — - ------- - - ---- - - - (Community Preservation-Fund)and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold hereby sets Tuesday. March 9. 2021. at 4:31 p.m.. Southold Town Hall, 53095 Main Road, Southold, New York as the time and place for a public hearing for the purchase of a development rights easement.on property owned by WW Farms, LLC.Said property is identified as part of SCTM#1000-109.-1-11.The address is 24085 Main Road (NYS Route 25) in Cutchogue. The property is located in the Agricultural-Conservation (A-C) Zoning District and is situated on the northerly side of Main Road (NYS Route 25)approximately 1332 feet westerly from the intersection of Alvah's Lane and Main Road (NYS Route 25), Cutchogue, New York. The proposed acquisition is for a development rights easement on a part of the property consisting of approximately 64t acres (subject to survey)of the 77.8±acre parcel. The exact area of the acquisition is subject to a Town-provided survey acceptable to the Land Preservation Committee and the property owner. The easement will be acquired using Community Preservation Funds. The purchase price is $64,203.00 (sixty-four thousand two hundred three dollars) per buildable acre, estimated at $4,108,992.00 (four million one hundred eight thousand nine hundred ninety-two dollars) for the 64t acre easement. Purchase price will be adjusted at time of closing based on final survey acreage determination, plus acquisition costs. The property is listed on the Town's Community Preservation Project Plan as property that should be preserved due to its agricultural value. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcel of land is on file in Land Preservation Department, Southold Town Hall Annex, 54375 Route 25, Southold, New York, and may be examined by any interested person during business hours. Dated: February 23,2021 BY THE ORDER OF THE SOUTHOLD TOWN BOARD Elizabeth A. Neville Southold Town Clerk ' SOUTHOLD TOWN BOARD PUBLIC HEARING March 9, 2021 4:30 PM Present: Supervisor Scott Russell Justice Louisa Evans Councilwoman Jill Doherty Councilman James Dinizio, Jr. Councilwoman Sarah Nappa Deputy Town Clerk Lynda Rudder Town Attorney William Duffy Absent: Councilman Bob Ghosio, Jr. This hearing was opened at 4:54 PM COUNCILWOMAN DOHERTY: NOTICE IS HEREBY that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold hereby sets Tuesday, March 9, 2021, at 4:31 p.m., Southold Town Hall, 53095 Main Road, Southold,New York as the time and place for a public hearing for the purchase of a development rights easement on property owned by WW Farms, LLC. Said property is identified as part of SCTM #1000-109.-1-11. The address is 24085 Main Road (NYS Route 25) in Cutchogue. The property is located in the Agricultural- Conservation(A-C)Zoning District and is situated on the northerly side of Main Road(NYS Route 25) approximately 1332 feet westerly from the intersection of Alvah's Lane and Main Road(NYS Route 25), Cutchogue,New York. The proposed acquisition is for a development rights easement on a part of the property consisting of approximately 64± acres (subject to survey) of the 77.8± acre parcel. The exact area of the acquisition is subject to a Town-provided survey acceptable to the Land Preservation Committee and the property owner. The easement will be acquired using Community Preservation Funds. The purchase price is $64,203.00 (sixty-four thousand two hundred three dollars) per buildable acre, estimated at $4,108,992.00 (four million one hundred eight thousand nine hundred ninety-two dollars)for the 64±acre easement.Purchase price will be adjusted at time of closing based on final survey acreage determination, plus acquisition costs. The property is listed on the Town's Community Preservation Project Plan as property that should be preserved due to its agricultural value. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcel of land is on file in Land Preservation Department, Southold Town Hall Annex, 54375 Public Hearing—WW Farms, LLC Development Rights Easement Purchase March 9, 2021 —_ -- page-2 Route 25, Southold, New York, and may be examined by any interested person during business hours. I have proof that this was published in the Suffolk Times, and was noticed on the Town Clerk's bulletin board and the town website. ` MELISSA SPIRO: Melissa Spiro, Land Preservation Coordinator. First I would like to share my screen, okay, great. I wanted to zoom out from the subject property. The subject property is the small red dot here and I will zoom in in a few minutes. What I wanted to show, the,map on the left is from the year 2000 and the map on the right is from 2020,just about 20 years later. This area here is Main Road, Mattituck Creek, Goldsmiths Inlet and the Long Island Sound. This area is the area of the town that is the most significant agricultural area, it is predominantly zoned agricultural conservation. The green represents preserved land, the light green town preserved parcels, the dark green are county. Most of this area that I am showing here contain prime agricultural soils, the contains the town groundwater protection area. The Land Preservation Committee and the Town Board over the years have focused on preserving prime agricultural soils, have focused on expanding blocks of preserved farmland and these maps, side by side from 2000- 2020, show and I think really show what the town has achieved in this area in the past 20 years. You can see the blocks of green preserved farmland are expanding and covering almost this entire area. I would like to now zoom into the subject farm, this is WW Farms here, the parcel that the description was read for. This farm, as you can see from the picture, preservation of this farm achieves the town's goals, it expands the blocks of preserved farmland and in this case, it connects and almost completes this block of farmland between the two roads. This is Main Road over here, this is the Long Island Railroad and CR 48.... MODERATOR: Melissa, I wanted to just say, if you are pointing with your mouse I don't know that everyone can see that. MS. SPIRO: I was pointing with my mouse but I can just kind of describe, I did scroll down to another image, you can't see that. How's that? Is that better? MODERATOR: Yes, we can see that. Thanks. MS. SPIRO: Is that working now? SUPERVISOR RUSSELL: That's a pretty screen saver. MS. SPIRO: How's that? Okay, great. So now you can see my picture. Here is the subject property and you can see from the green on both sides of this that preserving this property will connect the entire block. This is Main Road, Long Island Railroad and CR 48. Without crossing the railroad or any other road, there are over 100 acres on the west side of this property that are already preserved, over 100 acres on the east side that are already preserved and once we preserve WW farms the block will exceed 270 acres of farmland. So achieving the town's goal of creating these blocks of farmland and as I showed you,filling in all of the green. As you know,the property is over 77 acres and with an exception of a small area right here in the middle,the property is made up of prime agricultural soils. The landowner is selling the development rights on 64 acres, they Public Hearing—WW Farms, LLC Development Rights Easement Purchase March 9, 2021 page 3 are retaining the development rights on approximately 13 acres. The house on Main Road is not part of this project,everything within the red line is part of the project. The 13 acres that are being splitted are shown within this blue dotted line, the 13 acres were designed by the land owner to include the land that was not under cultivation. As part of the purchase, there is a restriction on here that should the 13 acre parcel ever be subdivided down further, at least 80,000 square feet which is the equivalent of about two acres will remain attached to the farm as a development area. I am happy to present this project today, it really is a wonderful farmland project to preserve 64 acres, the preservation of this farm will bring the total amount of preserved within the Town of Southold which are both town and county owned development rights to over 4,600 acres. I am thankful to the landowner, I can't tell whether or not she is signed on to this meeting but I am very thankful to the land owner for giving us this opportunity to protect this farm. Without the landowners offering their development rights to the town, we cannot succeed. The Land Preservation Committee and I ask the Town Board to proceed with this acquisition and I am here to answer any questions. SUPERVISOR RUSSELL: Would anyone like to address the Town Board on this public hearing? (No response) This hearing was closed at 5:04 PM Lynda M. Rudder Deputy Town Clerk S E Q R A P U R C H A S E R E S O L U T I O N RESOLUTION 2021-209 ADOPTED DOC ID: 16869 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2021-209 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 9,2021: WHEREAS, the Town Board of the Town of Southold held a public hearing on the question of the purchase of a development rights easement on a certain parcel of property owned by WW Farms, LLC on the 9th day of March 2021, at which time all interested parties were given the opportunity to be heard; and WHEREAS, said property is identified as part of SCTM #1000-109.-1-11. The address is 24085 Main Road (NYS Route 25) in Cutchogue. The property is located in the Agricultural- Conservation (A-C) Zoning District and is situated on the northerly side of Main Road (NYS Route 25) approximately 1332 feet westerly from the intersection of Alvah's Lane and Main Road(NYS Route 25) in Cutchogue, New-York; and WHEREAS, the proposed acquisition is for a development rights easement on a part of the property consisting of approximately 64f acres (subjectto survey) of the 77.8 acre parcel. The exact area of the acquisition is subject to a Town-provided survey acceptable to the Land Preservation Committee and the property owner; and WHEREAS, the easement will be acquired using Community Preservation Funds. The purchase price is $64,203.00 (sixty-four thousand two hundred three dollars) per buildable acre, estimated at $4,108,992.00 (four million one hundred eight thousand nine hundred ninety-two dollars) for the 64± acre easement: Purchase price will be adjusted at time of closing based on final survey acreage determination, plus acquisition costs; and WHEREAS, the property is listed on the Town's Community Preservation Project Plan List of Eligible Parcels as property that should be preserved due to its agricultural value; and WHEREAS, the purchase of the development rights on this property is in conformance with the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands Preservation) of the Town Code, and WHEREAS, the proposed action has been reviewed pursuant to Chapter 268 (Waterfront Consistency Review) of the Town Code and Local Waterfront Revitalization Program ("LWRP") and the LWRP Coordinator has recommended that this action is consistent with the LWRP; and WHEREAS, the Land Preservation Committee has reviewed the application for the acquisition, and.recommends that the Town Board acquire the development rights easement; and Resolution 2021-209 Board Meeting of March 9, 2021 WHEREAS, the Town Board deems it in the best public interest that the Town of Southold purchase the development rights on this agricultural land; and, WHEREAS, the Town Board of the Town of Southold classifies this action as an Unlisted Action pursuant to the SEQRA Rules and Regulations, 6NYCRR 617.1 et. Seq.; and, WHEREAS, the Town of Southold is the only involved agency pursuant to SEQRA Rules and Regulations; and, WHEREAS, the Town Board of the Town of Southold accepted the Short Environmental Form for this project that is attached hereto; now, therefore, be it RESOLVED that the Town Board of the Town of Southold hereby finds no significant impact on the environment and declares a negative declaration pursuant to SEQRA Rules and Regulations for this action; and, be it further RESOLVED that the Town Board of the Town of Southold hereby elects to purchase a development rights easement on agricultural land owned by WW Farms, LLC, identified as part of SCTM #1000-109.-1-11. The proposed action has been reviewed pursuant to Chapter 268 (Waterfront Consistency Review) of the Town Code and the LWRP and the Town Board has determined that this action is consistent with the LWRP. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:Louisa P. Evans, Justice AYES: Nappa, Dinizio Jr, Doherty, Evans, Russell ABSENT: Robert Ghosio Updated: 3/9/2021 1:22 PM by Lynda Rudder Page 2 OFFICE LOCATION: 0� S0(/��® MAILING ADDRESS: Town Hall Annex P.O. Box 1179 54375 State Route 25 Southold, NY 11971 (cor. Main Rd. &Youngs Ave.) Southold, NY 11971 ® Telephone: 631 765-1938 a couNn,� LOCAL WATERFRONT REVITALIZATION PROGRAM TOWN OF SOUTHOLD MEMORANDUM RECD® To: Town of Southold Town Board, :e . 3 2021 From:.- Mark Terry, AICP VWD PRESERVATION DMT Assistant Town Planning Director Town of Southold, LWRP Coordinator Date: March 8, 2021 Re: Proposed Purchase of a Development Rights Easement on a property owned by WW Farms Inc. SCTM #1000-109.-1-11 The Town of Southold proposes to purchase a development rights easement on a part of the property consisting of approximately 64± acres (subject to survey) of a 77.8± acre parcel located in the Agricultural-Conservation(A-C) Zoning District. The property is identified as part of.SCTM.. #1000-109.-1-11 and located at 24085 Main Road, Cutchogue,New York. The action has been reviewed to Chapter 268, Waterfront Consistency Review of the Town of Southold Town Code and the Local Waterfront Revitalization Program (LWRP) Policy Standards. Based upon the information provided on the LWRP Consistency Assessment Form submitted to this department as well as the records available to me, it is my recommendation that the proposed action is CONSISTENT with the Policy Standards and therefore is CONSISTENT with the LWRP. Please contact me at (631) 765-1938 if you have any questions regarding the above recommendation. Cc: William Duffy, Town Attorney Melissa Spiro, Land Preservation Coordinator Short Environmental Assessment Form Part 1 -Project Information Instructions for Completinlz Part 1—Project Information. The applicant or project sponsor is responsible for the completion of Part 1. Responses become part of the application for approval or funding,are subject to public review,and may be subject to further verification. Complete Part 1 based on information currently available. If additional research or investigation would be needed to fully respond to any item,please answer as thoroughly as possible based on current information. Complete all items in Part 1.You may also provide any additional information which you believe will be needed by or useful to the lead agency;attach additional pages as necessary to supplement any item. Part 1—Project and Sponsor Information Name of Action or Project: Town Purchase of a Development Rights Easement:WW Farms,LLC Project Location(describe,and attach a location map): SCTM#1000-109.-1-11 24085 Main Road,Cutchogue Brief Description of Proposed Action: Town purchase of a development rights easement for agricultural purposes on part of the property consisting of approximately 64+/-acres of tthe 77.8+/-acre parcel. Name of Applicant or Sponsor: Telephone: (631)765-1800 Southold Town Board E-Mail: Address: Southold Town Hall City/PO: State: Zip Code: Southold NY 11971 1. Does the proposed action only involve the legislative adoption of a plan,local law,ordinance, NO YES administrative rule,or regulation? If Yes,attach a narrative description of the intent of the proposed action and the environmental resources that 21 ❑ may be affected in the municipality and proceed to Part 2. If no,continue to question 2. 2. Does the proposed action require a permit,approval or funding from any other government Agency? NO YES If Yes,list agency(s)name and permit or approval: ❑ 3. a.Total acreage of the site of the proposed action? 64 acres b.Total acreage to be physically disturbed? 0 acres c.Total acreage(project site and any contiguous properties)owned or controlled by the applicant or project sponsor? 77.8 acres 4. Check all land uses that occur on,are adjoining or near the proposed action: ❑Urban ❑✓ Rural(non-agriculture) ❑ Industrial ❑ Commercial ❑ Residential(suburban) ❑✓ Forest ❑✓ Agriculture ❑ Aquatic ❑ Other(Specify): ❑✓ Parkland Page I of 3 SERF 2019 5. Is the proposed action, NO YES N/A a. A permitted use under the zoning regulations? ❑ Z ❑ b. Consistent with the adopted comprehensive plan? ❑ ❑ NO YES 6. Is the proposed action consistent with the predominant character of the existing built or natural landscape? 7. Is the site of the proposed action located in,or does it adjoin,a state listed Critical Environmental Area? NO YES If Yes,identify: 5/1 ❑ NO YES 8. a. Will the proposed action result in a substantial increase in traffic above present levels? Fv—I ❑ b. Are public transportation services available at or near the site of the proposed action? R] ❑ c. Are any pedestrian accommodations or bicycle routes available on or near the site of the proposed Z ❑ action? 9. Does the proposed action meet or exceed the state energy code requirements? NO YES If the proposed action will exceed requirements,describe design features and technologies: 10. Will the proposed action connect to an existing public/private water supply? NO YES If No,describe method for providing potable water: NA RI ❑ 11. Will the proposed action connect to existing wastewater utilities? NO YES If No,describe method for providing wastewater treatment: NA � ❑ 12. a.Does the project site contain,or is it'substantially contiguous to,a building,archaeological site,or district NO YES which is listed on the National or State Register of Historic Places,or that has been determined by the ❑ Commissioner of the NYS Office of Parks,Recreation and Historic Preservation to be eligible for listing on the State Register of Historic Places? b.Is the project site,or any portion of it, located in or adjacent to an area designated as sensitive for RI ❑ archaeological sites on the NY State Historic Preservation Office(SHPO)archaeological site inventory? 13. a. Does any portion of the site of the proposed action,or lands adjoining the proposed action,contain NO YES wetlands or other waterbodies regulated by a federal,state or local agency? RI EI— b. b.Would the proposed action physically alter,or encroach into,any existing wetland or waterbody? Fv] ❑ If Yes,identify the wetland or waterbody and extent of alterations in square feet or acres: Page 2 of 3 14. Identify the typical habitat types that occur on,or are likely to be found on the project site. Check all that apply: ❑Shoreline ❑ Forest ❑✓ Agricultural/grasslands ❑ Early mid-successional ❑Wetland ❑ Urban ❑ Suburban 15. Does the site of the proposed action contain any species of animal,or associated habitats,listed by the State or NO YES Federal government as threatened or endangered? Z ❑ 16. Is the project site located in the 100-year flood plan? NO YES 17. Will the proposed action create storm water discharge, either from point or non-point sources? NO YESRI ❑ If Yes, a. Will storm water discharges flow to adjacent properties? ❑✓ ❑ b. Will storm water discharges be directed to established conveyance systems(runoff and storm drains)? ❑✓ ❑ If Yes,briefly describe: 18. Does the proposed action include construction or other activities that would result in the impoundment of water NO YES or other liquids(e.g.,retention pond,waste lagoon,dam)? If Yes,explain the purpose and size of the impoundment: Fv1 ❑ 19. Has the site of the proposed action or an adjoining property been the location of an active or closed solid waste NO YES management facility? 1f Yes,describe: ❑ 1 20.Has the site of the proposed action or an adjoining property been the subject of remediation(ongoing or NO YES completed) for hazardous waste? If Yes,describe: � F-1 I CERTIFY THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND ACCURATE TO THE BEST OF MY KNOWLEDGE Applicant/sponsor/name: Melissa Spiro Date:2/26/2021 Signature: Title:Land Preservation Cooridinator PRINT FORM Page 3 of 3 Agency Use Only [IfApplicablel Project: VWJ Farms Inc. Date: Full Environmental Assessment Form Part 3-Evaluation of the Magnitude and Importance of Project Impacts and Determination of Significance Part 3 provides the reasons in support of the determination of significance. The lead agency must complete Part 3 for every question in Part 2 where the impact has been identified as potentially moderate to large or where there is a need to explain why a particular element of the proposed action will not,or may,result in a significant adverse environmental impact. Based on the analysis in Part 3,the lead.agency must decide whether to require an environmental impact statement to further assess the proposed action or whether available information is sufficient for the lead agency to conclude that the proposed action will not have a significant adverse environmental impact. By completing the certification on the next page,the lead agency can complete its detennination of significance. Reasons Supporting This Determination: To complete this section: • Identify the impact based on the Part 2 responses and describe its magnitude. Magnitude considers factors such as severity, size or extent of an impact. • Assess the importance of the impact. Importance relates to the geographic scope,duration,probability of the impact occurring,number of people affected by the impact and any additional environmental consequences if the impact were to occur. • The assessment should take into consideration any design element or project changes. • Repeat this process for each Part 2 question where the impact has been identified as potentially moderate to large or where there is a need to explain why a particular element of the proposed action will not,or may,result in a significant adverse environmental impact. • Provide the reason(s)why the impact may,or will not,result in a significant adverse environmental impact • For Conditional Negative Declarations identify the specific condition(s)imposed that will modify the proposed action so that no significant adverse environmental impacts will result. • Attach additional sheets,as needed. See Short Environmental Assessment Form prepared by Southold Town Land Preservation Coordinator Determination of Significance-Type 1 and Unlisted Actions SEQR Status: ❑Type 1 ©Unlisted Identify portions of EAF completed for this Project: 2 Part 1 ❑Part 2 ©Part 3 Upon review of the information recorded on this EAF,as noted,plus this additional support information SEAF and considering both the magnitude and importance of each identified potential impact, it is the conclusion of the as lead agency that: ❑✓ A. This project will result in no significant adverse impacts on the environment,and,therefore,an environmental impact statement need not be prepared. Accordingly,this negative declaration is issued. ❑ B. Although this project could have a significant adverse impact on the environment,that impact will be avoided or substantially mitigated because of the following conditions which will be required by the lead agency: There will,therefore,be no significant adverse impacts from the project as conditioned,and,therefore,this conditioned negative declaration is issued. A conditioned negative declaration may be used only for UNLISTED actions(see 6 NYCRR 617A). ❑ C. This Project may result in one or more significant adverse impacts on the environment,and an environmental impact statement must be prepared to further assess the impact(s)and possible mitigation and to explore alternatives to avoid or reduce those impacts. Accordingly,this positive declaration is issued. Name of Action: WW Farms Inc.SCTM#109.-1-11 Name of Lead Agency: Southold Town Board Name of Responsible Officer in Lead Agency: Scott A.Russell,Supervisor - Title of Responsible Officer: Same Signature of Responsible Officer in Lead Agency: Date:S1 a-)13% Signature of Preparer(if different from Responsible Officer) Date: For Further Information: Contact Person: Mark Terry,Assistant Town Planning Director Address: P.O.Box 1179,53095 Main Road,Southold,NY 11971 Telephone Number:631-765-1938 E-mail: Mark.Terry@town.southold.ny.us For Type 1 Actions and Conditioned Negative Declarations,a copy of this Notice is sent to: Chief Executive Officer of the political subdivision in which the action will be principally located(e.g.,Town/City/Village of) Other involved agencies(if any) Applicant(if any) Environmental Notice Bulletin: http://www.dec.ny.gov/enb/eiib.htmi PRINT FULL FORM Page 2 of 2 c z 0 s I N G S T A. T E M E N T CLOSING STATEMENT WW FARMS, LLC to TOWN OF SOUTHOLD part of SCTM #1000-109.-1-11 Development Rights Easement Area — 65.07 acres Total Parcel Acreage — 77.796 acres Reserve Area — 12.726 acres Premises: 24085 Main Road, Mattituck, New York Contract Executed: March 16, 2021 Closing Date: Friday, December 16, 2022 @ 11am Southold Town Hall Annex Purchase Price of $4,177,689.21 (based upon 65.07 acres buildable acres @ $64,203 per buildable acre) disbursed as follows: Payable to WW Farms, LLC $ 4,177,689.21 Check #150590 (12/13/2022) Expenses of Closing: Appraisal Payable to Elinor Brunswick, MAI $ 2,500.00 Check #139936 (7/1612019) Survey Payable to Peconic Surveyors, P.C. $ 10,200.00 Check #147663 (1/4/2022) Environmental Report (Phase I ESA Job #21071) Payable to Nelson, Pope & Voorhis, LLC $ 1,600.00 Check #145737 (5/18/2021) Title Report #7404-010953 Payable to Fidelity National Title $ 16,454.00 Check#150494 (12/13/2022) Title Insurance Policy $ 15,341.00 Municipal Search $ 68.00 Recording Easement & cert $ 560.00 Recording C&R's & cert $ 485.00 Title Closer Attendance Fee Robert DeFrese $ 275.00 Check #150487 (12/13/2022) Those present at Closing: Scott A. Russell Southold Town Supervisor Mary C. Wilson, Esq. Attorney for Town of Southold Abigail A. Wickham, Esq. Attorney/Manager for WW Farms, LLC Robert DeFrese Title Company Closer Melissa Spiro Land Preservation Coordinator Melanie Doroski Land Management Specialist II TOWN OF SOUTHOLD I VENDOR 023662 WW FARMS, LLC 12/13/2022 CHECK 150590 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT CM .8660.2 .600.100 21-209 121622 65.07AC DEV RIGHTS ESM 4,177,689.21 TOTAL 4,177,689.21 ..r:'"fp��tri�•-'- ""S..i Y'' t:1 ,. .,,`4.',x,;1 f,•., � �� '"'�'•• T tA ME I _ , Sr ® 9 r :.1 .Y9/Iw a�Z:sLf LCilA �t�UU.ti4•.4i �'��6+0 .-. 0�`LJCus`•.'^1."ZJ'J��_� .. - TOWN OF SOUTHOLD 12/13/22 AUDIT 53095 MAIN ROAD,PO BOX 1179 SOUTHOLD,NY 11971-0959 CHECK NO. 150590 THE I I: SUFFOLK 11 OUEN0NATIONAL BANK CUTCHODATE AMOUNT 50-546121412/13/2022 $4,177, 689.21 ' I FOUR MILLION ONE HUNDRED SEVENTY SEVEN THOUSAND SIX HUNDRED EIGHTY NINE AND 21/100 DOLLARS �. ��cyFFO(k�o . Ipgy WW FARMS, LLCaff -� TOTHE PO BOX 1424 ORDER MATTITUCK NY 11952 i ii' X50590,15 1:0 2 L405464l: 63 000004 0110 BRUNSWICK APPRAISAL CORP. REAL ESTATE APPRAISERS AND CONSULTANTS P.O.BOX 674 ROCKVILLE CENTRE,NEW YORK 11571-0674 (516)608-8877/(631)421-2344 FAX(631)424-9246 e-mail: elinor@brunswickappraisal.com Elinor Brunswick,MAI Armand Brunswick,MAI State Certified General Appraiser 1881-1960 Sanford S.Brunswick 1922-2013 July 8, 2019 Town of Southold Department of Land Preservation Southold Town Hall Annex 54375 State Route 25 P.O. Box 1179 Southold, New York 11971-0959 Attention: Melissa A. Spiro, Land Preservation Coordinator RE: WW Farms, LLC ' 24085 Main Road, Mattituck 1000-109-1-11 Purchase Order: 33215 INVOICE-1000-37 Appraisal Report $2,500 FECOVIED Thank You JUL 1 0 2019 LAND PRESERVATION DEPT Town of Southold TOWN OF SO UTHOLD VENDOR 005409 ELINOR^BRUNSWICK, MAI 07/16/2019 CHECK 139936 - -) H I FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT I CM .8660.2.500.200 33215 1000-37 APPRAISAL-WW FARMS-64 AC 2,500.00 I ,1 iz TOTAL 2,500.00` tpi 11,•� f IAS jai to MrSv AL 1_I a ' ._ 4t�ir� c t1 T y'�'T'i+•��' ..-�i I - ---c K WE 1 i =-Ti-,•- ,T^.~.S1q 41� IiliR: L1u` '`' .J.Ta�'•:�+?. i�-j}1 1u � r 114"ei a{' I f • t„{t i,3 •1r�, � ty�}, i � I I , 7'O,WN'OF-.SOU-7HOLD, =-AUDiT 07/16/19 - 53095,MAINfiOAD;PO,BOX 1179 ,'SDUTHOLD,•NY11971_0969'- CECK,NO. 13993.6 ', �•? ' I THE SUFFOLK-CO: BANk• DATE AMOUNT` ' CUTCHOGUE,NY 11935' i - 50.548l21'a''r 07 62'019 - $'2,500.00 TWO°THOUSAND' FIDE HUNDRED AND 00/'1`00'''bO 1 ';,-, ��:• ,:r••, �', ,• •''; . �roti �Gy,` _ . , ; ••� 1-PAY, ELINOR BRUNSWICK, MAI jo•� Pb BX"' A,PPI,S• ` .. r aUSqICK A '' CORP O 674 1' ^ ROCKVILLE CENTRE NY 1157,1 -j , Ila 399 3611' 1:0 2 140 546411: 6 3 000004 On' . 1 PECONIC SURVEYORS, P.C. Invoice SOUTHOLD,NY 11971 Date Invoice# PO BOX 909 12/22/2021 8151 1230 TRAVELER STREET Bill To TOWN OF SOUTHOLD 421-015 ATTN:MELISSA SPIRO TOWN HALL ANNEX 54375 STATE ROUTE 25 SOUHOLD,NY 11971 P.O. No. Terms Project Quantity Description Rate Amount WW FARMS LLC SCTM#1000-109-1-I1 SURVEY 10,200.00 10,200.00 G3CC�C OMC D DEC 2 3 2021 LAND PRESERVATION DEPT Town of Southold Total $10,200.00 Phone# 631-765-5020 +' F-2121 ?y,x-;12 -rt '':;I S:ii .�.r::F;-! .' 1FL•,";'e:,�'. Jib- I 4 �,•;: ,'; ..Y...,--mr` +°t•. I i ){ �.l�_.r rLira:.s�:+''Rn. t ."jy,�'r ,.p,1M•f4' 4j.".v f �.L.-'®'.t o-�.�:5�'ya- .�'.'"•,;'� fi} TOWN OF SOUTHOhD I � ! r VENDOR 016144 PE_CONIC SURVEYORS, P.C. 01/04/2022 CHECK 147663 i ! A I { A 1 � P.O.# INVOICE DESCRIPTION FUND & ACCOUNT AMOUNT CM .8660.2.600.100 \ 34294 8151 SRVY-1000-109.-1-11 10,200.00 • f I I TOTAL 10,200.00 I �� w ' F, I ,i I J') :o+• -�-'-� I ®- I -- ------- '- -------- ---•----- --- •- ®- ,. r �� j „each �Y-y.• '-i� - ;{.,t r>� �{• I r •t Vol .. ��S I },, ;�f�w� k+ r _ rr t `), ski.: �•• �;,, ^,i r�d•^iw '�S" 'kr�1'� '^ •-'-�' �`j'ei� !t_I� I �qvi � ;5 if L I �• I I .W I g•;- tit{ 4I •----------------------------- - • I ' I I I -la r;s{p I Ir-a,f- ;7 I ` I ,j 4•, TO14WOF SOUTHOLD r :0]./, 'AUDIT - - • 53095 MAIN ROAD,PO BOX 117,9" .0.4%:22 •; •.;•,;: fit;`I .' •J SOUTHOLD,NY.11971.0959 ,':4." ,CHECCN3` THE SUFFOK CO.NATINAL BANK . ! g1yd, •I Icti 1� ilf ! ,' CUTCHOGUE,NY 11935 ''DATE: AMOUNT,,' i {JS � /� •� i', t.' ..��,` .,, ,f.-:._ t�:'•` `'1' v ',,,' ' ` , t•?•5P•-I :yiis,,' J;ef_, -; :t .?. 1' '50-546!214• .01%04%2022 ;� $_10�;,2;�,0 •'•'I.,:{ill,Y�;:,1 •...1 l.$-: ; l ' ,' THO[78AIJD fTWO:HUNDRED,.AND"00 100 DOLLARS J ', 't' ' •' '1 / '''I' ,.fit+ ` '' T .i �' �i�<<' t,'' A,Q„' ,, I 1 .. '''�� YY, J. •”' .`' Jf '��:I, '•1 q'1'�•'' - , 5 'i111� - 1!•t I, �� ,S' j •,t, '�,'l, -'7� }' .t I J. ,�,',t .1',,' I, i,.J ,,,• '1's)`"',!-!/'� pi•l,�• �St':'i f''L',. '.i1;I '.i� _ ,��L'' ^>'. •' - 'ts, '' !jC •'I 511 i•�t,,.-� _ �� _ AY 'PECONIC SURVEYORS P.C. t i T.Q.THE` Tcek 3`U.,TRAVELER' STREET'; ; ''` wt ►n "yy£ J . ' yv ORDER OF t '•PO!BOX• 909 `SOUTHOLD NY'11971 - Om,� u'`L47663{i' 1:0 2 140 54641: 63 000004 0{{' LriS� It1VO1C@ nj NELSON: POPE: V.O.ORHIS �,�/' environmental•land use'-planning 70Maxess Road,'MelviJle;NY 11 747 (631)427-5665'- ,...,- . .:.: April 26,;2021;; Project No V21X101.001'.000 ; Melissa Spiro:,.. V. j :.. . .. . ,.:.. - :. ,. , ... _ Invoice No:-,. ' '2.3825'; Tow' of Southold Deptof Land.Preservr Project Manager: Steven McGinn- Town':Hal l 530b5-State.Rt.25';'PO Boz:1"179 SoufholdN.Y 119.71, Project. 1V21,X1,01.:00"1.000." V1!W,Farrn, LL'C 24085,Main.Rd`.,;'Cufchog.up Professional Services. _ ---- ------ ----r-.------=--- --: --- - ---------- Phase': -SA 3/1OL21^ ract Cont = hasePI:ESX Purchase.Qrder#34292:.__ ______________________ ;Task 1300 Phase I-ESA PO#34292` Fee. ,. - T.otal'.th.'is TasR $1,600.00: ota this Phase:." $T 600.00. ' Total this Invoice'. ' $1,600.001''. MAY - 3 2021 LAND PRESERVATION DEFT `town of Southold All invoices are due net 30 days. A late charge of 1%per month will be added to any unpaid balance after 30 days. :(rtia. a Ti(,fit.J:. y;irgca to -,t,'1+, `' 4_) •.ft' ^}t,.:..i r •C;�i:�l.. ' :e't r♦ ..':' �♦'i_is.• t' :,,tY' 3 t ./d�51 %r��..].�:£i`7•;w ':{�:'k�•: ,..Sp2;� •.or`7 I :'1• c I TOWN OF SOUTHOLD ' I r , , VENDOR 014161 NELSON POPE &' VOORHIS, LLC 05/18/2021 CHECK 145737 I ilii !> I FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT i .K , I CM .8660.2.600,100 34292 23825 ESA WW FARMS LLC PHS 1 1,600.00 t� 1 i / TOTAL 1,600.00 i l� 10 ,1 � , � J-1'.t- 'Ffii'q�p�a '�� •'t r' -• � ,fit :f1t I (Yy � _ •_.ate.��r%� '' �,i I .�i�' •a�„'�`+F��•�s • f•{ i 1 'Piet cT' µ' """�•' Q- RZ '\ %;til I �•"' � �'`_' �,• '.�, 3,� r) ' 3`� ,. I - I se S 1�Y t , :r@ I It •^Y ------------ ------------------- ---�----------------- ----------------- ------•-- - - ---------- ---------` - ----- ------ --�- I � 32 I I I I � • TOWNOFSOUTHOLD ' . .AUDIT-5�18/zo2i 53095 MAIN•AOAD,PO BOX 1179 t SOUTHOLD,NY 11971-0969 CHECK •NO'.''.14:�7'3 '; -' 'T•I• THE SUFFOLK CO.NATIONAL BANK ; •A !`` 1 {;f CUTCHOGUE,NY11935 DATE. - ' ~'• _ _ MOUNT, 1 _ r bo•546J21a; 05/]:8/.2021 ` ONE THOUSAND SIX-HUNDRED.•AND 00/100 DOLLARS x I Ay. t NELSON, POPE &,,VOORHIS, LLC,. o: r p ;r •., t; 76iiiE ORDER' 'MELVILLE NY 11747` I' 11' 1-x;5737(►' 1:0 21'405464 : 63 000004 011' ��• 7404-010953 Fidelity National Title Insurance Services, LLC 24 Commerce Drive,Riverhead,NY 11901 []NYS GOOD FAITH ESTIMATE nm PHONE:(631)727-06001 FAX(631)727-0606 [x]FINAL STATEMENT . []ESTIMATED STATEMENT Title No: 7404-010953 IClosing Date: 12/16/22 Closer: Robert DeFrese(Title Closer)(631)835-3709 Applicant: Town of Southold Land Preservation Dept. Lender: Buyer: Town of Southold Lender Attorney: Seller: WW Farms,LLC Seller Attorney: Wickham,Bressler&Geasa,PC. c/o Abigail A.Wickham Premises: 24085 Main Road County: Suffolk Cutchogue,NY 11935 Fee Amount: $4,177,689.21 Mortgage Amount: $0.00 COMPANY CHARGES Amount: Buyer: Seller: = Lender: Fee Premium$4,177,689.21 $15,341.00 Municipal Totals-See Attached $68.00 Sales Tax(8.62500%) Exempt Total Company Charges: $ $ $ $ RECORDING TAXES Amount: Buyer: Seller: Lender: CPF Tax Exempt Conveyance Tax Exempt Total Recording Charges: - RECORDING CHARGES Amount: Buyer: Seller: Lender: Grant of Dev Rts Easement(certified $560.00 copies)24 pages Declaration of C&R's(certified copies)7 $485.00 pages Total Recording Charges: $1,045.00 ESCROW&EXCHANGES ESCT Amount: RuVer: Seller: Lender: Attendance fee direct check Payable to $275.00 Title Closer Total Escrow&Exchange Charges: $275.00 OTAL'CHARGES: $16,729:00 CHECKS PAYABLE TO FIDELITY NATIONAL TITLE INSURANCE SERVICES,LLC From: Check Nd.: mount: Total Checks $ LIST ALL OTHER`CHE_CKS From: Check No.:. mount:" Total Other Checks $ TOTAL COLLECTED: NY Title BIII Page 1 012 (7404-010953/48)November 30,2022 01:08 PM CASH SHEET Date: 11/30/22 Closing Date: 12/16/22 Title No.: 7404-010953 Closer: Robert DeFrese(Title Closer) (631)835-3709 Applicant: Town of Southold Land Preservation Bank: Dept. Applicant Address: 54375 Route 25,2nd Floor, Bank Attorney: Southold Town Hall Annex Buyer: Town of Southold Seller Attorney: Wickham,Bressler&Geasa,PC. Seller: WW Farms,LLC Sales Rep: Rob L.DeFrese c/o Abigail A.Wickham Premises: 24085 Main Road County: Suffolk Type of Insurance: Owners/Fidelity National-NY-Zone -Owner's Policy$1 Million and above MUNICIPAL SEARCH DETAIL: Tax Search ................................................... ................................................................................................................................................................................................._.................................................................... UpdatedTax Search.................................................................................................................................................................................................................................................._$68:00 OTHER ANCILLARY CHARGES: Buyer Owner/Seller ( )Mortgage Payoff Transmittal Charge $ $ ( )Delivery/Courier Charge $ $ Notice Regarding Ancillary Services Title cost for this transaction may include charges for certain service not specified in the TIRSA rate manual but are provided by FNTG at the request of your lender or attorney.The issuance of the title policy is not dependent upon the performance of such services. Disclosure Pursuant 11 NYCRR§30.3 of Compensation and Ownership Fidelity National Title Insurance Services LLC("LLC")earns 88%of the premium on the sale of policies as an agent of Fidelity National title Insurance Company("FNTIC").Alternative title insurance policy coverage's and/ or endorsements may be available.Please contact this Company for a description of alternative coverage's and premium quotes or for any other additional information.The premiums for policies of title insurance are approved by the New York State Department of Financial Services("NYS DFS").Insurance Division,under a rate filing made by the Title Insurance Rate Service Association("TIRSA").The NYS DFS also approves policy and endorsements forms.These rates are standard for all members of the TIRSA except certain Seller's polices issued by Company which are 15%lower than the TIRSA rates.LLC is a wholly owned subsidiary of Fidelity National Financial Corporation.The Insurance Law prohibits reducing or rebating any portion of the premium paid to the Insurer for the title insurance policy whether by reducing the Agent's commission or compensation or otherwise. IMPORTANT NOTE:THIS FINAL STATEMENT MUST BE SIGNED AT CLOSING BY THE APPLICANT PAYING THE CHARGES LISTED ON THIS DOCUMENT OR HIS,HER OR ITS ATTORNEY IN FACT: Buyer: Seller Town of Southold WW Farms,LLC BY: BY: Date: / / Date: NY Title Bill Page 2 012 (7404-010953/48)November 30,2022 01:08 PM TOWN OF SOUTHOLD VENDOR 006182 FIDELITY NATIONAL TITLE 12/13/2022 CHECK 150494 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT CM .8660.2.600 .100 21-209 7404-010953 TITLE INS PLCY-WW FARMS 15,341.00 CM .8660.2.600 .100 21-209 7404-010953 MUNICPAL SEARCH-WW FARMS 68 .00 CM .8660.2.600.100 21-209 7404-010953 RECORDING- EASEMENT-WW 560.00 CM .8660.2.600.100 21-209 7404-010953 RECORDING C&R'S-WW FARMS 485.00 •:-r-�;,�;t,.,...•-�.-.._-c_i-;;._+ TOTAL 16,454 .00 `° `t�••�� i _'� '�!.i='fir. •�,`,��a tl. IX C1 Y *_i%?.`'" a atr• .xi '• b1 1}; y� i ^�F, �.Biu.+ { N # i "�?.i".•.,he Ui-— 0 I � —..,,,,,.�,f ..��~9 _._—" © ��n1?- !'fp 8 '�19 � � 9 `�'4 '4^Kl��'4`ril ic.`Y' ti ft`i� i i k47 TOWN OFSOUTHOLD 12/13/22 AUDIT j 53095 MAIN ROAD,PO BOX 1179 I SOUTHOLD,NY 11971-0959 CHECK NO. 150494 I THE SUFFOLK CO.NATIONAL BANK CUTCHOGUE,NY 11935 DATE AMOUNT 50-546/214 12/13/2022 $16,454.00 j SIXTEEN THOUSAND FOUR HUNDRED FIFTY FOUR AND 00/100 DOLLARS i og►fouraPa y 0AY FIDELITY NATIONAL TITLE - �O ThiE INSURANCE SERVICES LLC w ' ORDER 24 COMMERCE DRIVE cy �aa� c;oA4&1 RIVERHEAD NY 11901 I �C� III ISO 494[i' 1:0 2 LL,05L, 641: 63 000004 Oii' TOWN OF SOUTHOLD VENDOR 003992 ROBERT DEFRESE 12/13/2022 CHECK 150487 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT CM .8660.2.600.100 21-209 7404-010953 TITLE CLOSER FEE-WW FRMS 275.00 TOTAL 275.00 i 4 .401 :fit - � �n9'�F t'^ all, ;•7 ..:a:.tz. �i Eft 'tit _ �'�fa;��1' �2��; i•�: VJ K, I I —r_.v—• .0)"r'_4'xR.`1 'fo V W4e'� ,hS�✓',% �a1=6=© ��5 J3�.�.J© _ P}� H E 0 "_ '_44 � p.� 1 . "x4. t.y p} 1 ! TOWN OF SOUTHOLD 12/13/22 AUDIT 53095 MAIN ROAD,PO BOX 1179 SOUTHOLD,NY 11971-0959 CHECK NO. 150487 THE SUFFOLK I CO.NATIONAL BANK CUTCHOGUE,N11DATE AMOUNT 50-546/214 12/13/2022 $275.00 TWO HUNDRED SEVENTY FIVE AND 00/100 DOLLARS asaFFoixc _-- PAY ROBERT DEFRESE �CO THE C/O FIDELITY NATIONAL TITLE r WDER 24 COMMERCE DRIVE RIVERHEAD NY 11901 I I noL50487"m 1:0 2 140 54641: 63 000004 011' R E C O R D E D E A S E M E N T i 11111111 IIII ILII VIII VIII VIII VIII VIII VIII IIII IIII 11111111111111111111 IN SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 02/21/2023 Number of Pages: 25 At: 04:25:43 PM Receipt' Number 23-0024353 TRANSFER TAX NUMBER: 22-18523 LIBER: D00013190 PAGE : 232 WW FARMS LLC TOWN OF SOUTHOLD District: Section: Block: Lot: 1000 10900 0100 011000 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $4,177,689.21 Received the Following Fees For Above Instrument Exempt Exempt Page"J,F..iling $125.00 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 $31.25 NO RPT $200.00 NO Transfer tax $0.00 NO Comm.Pres $0.00 NO Fees Paid $401.25 TRANSFER TAX NUMBER: 22-18523 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL Vincent Puleo „ ; County Clerk, Suffolk County o121 Number of pages RECORDED 29213 Feb 21 04.25:4-- Prel Uinopnt Puleo This document will be public CLERK OF record.Plea'se remove all SUFF0LK CULNTI? L D000j.','jP0 Social Security Numbers F, prior to recording. Deed/Mortgage Instrument Deed Mortgage Tax stamp Recording Filing Stamps 3 FEES Page/ g e/F 711 Ing Fee Page/Filing Fee Mortgage Amt. Handling 20. 00 1,Basic Tax T p.5 2. Additional Tax P-584 Sub Total Notation Spec./Assit. EA-52 17(County)__ Sub Total or Spec./Add. EA-5217(State) TOT.MT.G.TAX R.P,T.S.A. Dual Town Dual County Comm.of Ed. 5. 00 HeldforAppointm t Transfer Tax Affldavit Mansion Tax k� <Ze: ied Copy The property covered by this mortgage is or will be Improved by a one or two NYS Surcharge 15, 00 family dwelling only. •Other Z)Uo Total YES_or NO Grand Totalm If NO, see appropriate tax clause on page# of this Instrument LA-1 �X� section lf)cl 5 Community Preservation Fund Real Property Tax Service Consideration Amount Agency SUFFOLK VerlfIcatloh COUN7Y UPF Tax Due Improved. 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD.&RETURN TO: Vacant Land --/—Owu 0r� —SOL,—, 1cp TO 10 LAP.Q opa�7 - -13 qv l(7 9 TD SOL'11.1 S N y l l 4 l TD Mail to: C 7 Title Comp any Information 1 Co.Name AjaL.,.j /,�K E1190j Title# 8SUM"A-M County Recording & Endorsement Page This Page forms part of the attached , a 00 g�h7S - SQrKeAJ7- by: made A FA-n,s (SPECIFY TYPE OF INSTRUMENT) The Premises herein Is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of.. 150E l—LoI IQ In the VILLAGE or HAMLET of— BOXES 6THRU 8 MUSTBE TYPED OF PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. —7over GRANT OF DEVELOPMENT RIGHTS EASEMENT, THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on December 16, 2022 at Southold, New York. The parties are WW FARMS, LLC; a New York limited liability company with offices at 13015 Main Road, P.O.; Box 1424, Mattituck, New York 11952 (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 #1000-109-1-11, 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 Peconic Surveyors, last dated December 12, 2022; and WHEREAS, the Property is located in the 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 primarily used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Town's Master 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 resort and 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 1 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 FOUR MILLION ONE HUNDRED SEVENTY-SEVEN THOUSAND SIX HUNDRED EIGHTY-NINE DOLLARS AND 21/100 ($4,177,689.21) DOLLARS, 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: 0.0.1 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 Fidelity National Title Insurance Co. Title Report #7404-010953, and possesses the right to grant this easement. 2 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 Peconic Surveyors, last,dated December 12, 2022 and a Phase 1 3 Environmental Site Assessment dated April 27, 2021 by Nelson, Pope and Voorhis. 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 ("Laws"). 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 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 5 GRANTOR, for the sum of FOUR MILLION ONE HUNDRED SEVENTY- SEVEN THOUSAND SIX HUNDRED EIGHTY-NINE AND 21/100 ($4,177,689.21)DOLLARS and 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. 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 6 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. 3.0.4 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. 3.0.5 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems (`utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without , the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used to service the permitted structures on the Property, and on adjacent properties subject to a development rights 7 I 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, motocross 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 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 8 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. Notwithstanding the above, Grantor and Grantee acknowledge that Grantor may request approval of a Conservation Subdivision of the Property and the adjoining land of the Grantor which has been reserved from this development rights sale as shown on the survey referenced above ('Reserve Area"). The Grantor may apply to the Planning Board'/Town Board for establishment of an open development area ("ODA") in accordance with Town Code Chapter 240 (Subdivision of Land), Article VIII, Open Development Area). The Conservation Subdivision and ODA requirements for a minimum 75% preservation and minimum 75% density reduction as specified in, but not limited to Town Code Sections 240-3 (Conservation Subdivision Definition), 240-10B (Yield Plan) (3) (Conservation Subdivision) and 240-27 (Article VIII), Open Development Area, General Requirements, may be met by including the Property encumbered by this Easement as buildable lands for purposes of meeting the preservation requirement and for calculating yield allowed within the Reserve Area, provided that the request for the Conservation subdivision/ODA is made within two (2) years from the date of this Easement. If, within two years from the date hereof, such an application has not been made, or if such application shall be deemed abandoned due to lack of activity or failure to provide information reasonably required by the Town, then the right to use the Property to satisfy the 75% preservation requirement or for lot yield shall terminate. 9 ARTICLE FOUR GRANTOR'S RIGHTS 4.M 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, 10 i 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 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; 11 (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 primary 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 are lawfully on 13 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 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 14 limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. -6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. 15 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 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. A copy shall also be sent electronically to: awickham@wgblawyers.com and jbressleri@gmail.cOm for the Grantor and to the Town Attorney and the Land Preservation Coordinator for the Grantee, or such other address provided to the other party by notice as set forth above. .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 16 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 payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS M1 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 its 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 Reservation of a Future Trail Easement. Notwithstanding the provisions contained in this Agreement, Grantors, their successors and assigns, at Grantors' sole discretion, may, in the future, grant additional interests and property rights to the Grantee for the purposes of establishing a pedestrian "Trail Easement" that is open and available for use by the general public over a portion of the Property without the need for amendment or modification to this Agreement. Said future Trail Easement shall not be considered an alienation of interest or rights in real property acquired herein by the Grantee. Said future Trail Easement shall be for such consideration and subject to the terms mutually agreeable to the Grantors and the Grantee, but if granted, shall at a minimum include the following terms: A. The Trail Easement shall not exceed twenty (20') feet in width and shall be designated and shown on a survey prepared by a licensed surveyor and at Grantee's expense. The future Trail Easement shall be 19 located on a portion of the Property mutually agreed upon by the Grantors and Grantee so that its use will not unreasonably interfere with the agricultural use of the Property. B. Grantee shall have the right to create and construct a footpath/trail within the future Trail Easement in accordance with the standards and specifications of the Town of Southold C. The creation and construction of a footpath/trail within the future Trail Easement shall be contingent upon the actual establishment and linkage with other nearby and contiguous pedestrian trails. D. Grantee's rights and liabilities to use, operate and maintain a footpath/trail within the future Trail Easement shall not become effective unless and until the footpath/trail is actually physically constructed as provided herein and the Town Board of the Town of Southold, duly acknowledges and accepts said pedestrian trail as part of the Town's trails system and map. E. The future Trail Easement shall not be utilized for any purposes other than providing a travel route for the general public for pedestrian activities and trail related activities, such as hiking, subject to the limitations of use, maintenance and improvement, as may be determined by the Town Board and agreed to by the Grantor. Access by the general public in or on motorized vehicles is expressly prohibited and no streets, roadways or other rights-of-way or easements for vehicular use shall be constructed or granted therein. F. Access by the general public to the future Trail Easement shall be only to and from contiguous greenbelt trails, public thoroughfares or other such officially designated access points. Access to and upon adjacent private lands shall be expressly prohibited. Nothing in the future Trail Easement shall grant the general public the right to park vehicles on the adjoining private property or roads. Nothing herein shall require Grantor to grant a Trail Easement, nor shall this Reservation create any restriction on the Property or the consideration therefor, this provision being intended only to allow such an easement grant and to confirm that such grant shall not be deemed an alienation of Development Rights granted by the Development Rights Easement. 7.09 Warranties 20 The warranties and representations made by the parties in this Easement shall survive its execution. 7.10 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. 7.11 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 Grand of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: WW FARMS, LLC, Grantor By:L ' /Abigail A. Wickham, Manager i ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTH LD, Grantee BY: Scott A. Russell, Supervisor 21 STATE OF NEW YORK) COUNTY OFSUFFOLK), SS.• On the 16th day of December, in the year 2022 before me, the undersigned, personally appeared Abigail A. Wickham,personally known tome orpmved tome on the basis of satsfactory 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 hisiher/their capacity(ies), and that by his/her/theirsignature(s)on the instrument the individual(s),-or the person upon behalf of which the individuals)acted, executed the Instrument. Signatur%fce of#00dual taking acknowledgement RobertOeFrese Notary Public State of New Yoik Registration No.01 DES0351 f 7 Qualifled In Suffolk County STA TE OF NEW YORK ) Commission.Expires October 2 ,2026 COUNTYOFSUFFOLK ) SS.• On this 16th day of December, in the year 2022 before me, the undersigned personally appeared Scott A. Russell,personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual(s) whose name(S)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacky(ies), and that by his/her/their signature(s)on the instrument, the individual(s), or the person upon behalf of which the individuals)acted, executed the instrument. Signatur%fce ofin�vidual taking acknowledgement R� 4�L40�.9- Robert DeFrese SCHEDULE A—Description of Easement Area Notary giPublic State of N P Restration No.01 MOM ew 351 1 f 7 7 Qualified In Suffolk County Attached dommission Expires October 24,2026 22 r FIDELITY NATIONAL TITLE INSURANCE COMPANY TITLE NO. 7404-010953 SCHEDULE A (Description of the Land) For Tax Map ID(s): 1000-109.00-01-00-p/0011-000 AMENDED 10/31/22 EASEMENT AREA TO BE INSURED: ALL that certain plot, piece or parcel of land,situate, lying and being at Cutchogue,Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument found on the northerly side of Main Road (NYS Route 25)distant 1295 feet more or less westerly from the corner formed by the intersection of the northerly side of Main Road(NYS Route 25)and the westerly side of Alvah's Lane; RUNNING THENCE South 65 degrees 12 minutes 00 seconds West,along the northerly side of Main.Road(NYS Route 25)a distance of 100.00 feet to the land (now or formerly)of Wickham Homestead Inc.; THENCE along said land the following 3 courses and distances: 1. North 29 degrees 38 minutes 40 seconds West,313.48 feet to a point; 2.South 60 degrees 21 minutes 20 seconds West, 174.09 feet to a point; 3.South 24 degrees 48 minutes 00 seconds East,299.62 feeet to a monument on the northerly side of Main Road(NYS Route 25); THENCE along the northerly side of Main Road (NYS Route 25) the following 2 courses and distances: 1. South 62 degrees 10 minutes 10 seconds West,234.18 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West,242.47 feet to a monument and land(now or formerly)of Carnation Properties,the true point or place of beginning; RUNNING THENCE the following 6 courses and distances along land (now or formerly)of Carnation Properties: 1. North 28 degrees 08 minutes 50 seconds West,290.75 feet to a point; 2. North 29 degrees 03 minutes 10 seconds West, 884.61 feet to a point; 3. North 28 degrees 37 minutes 00 seconds West, 661.56 feet to a point; 4. North 29 degrees 50 minutes 20 seconds West,417.35 feet to a point; 5. North 28 degrees 22 minutes 10 seconds West,536.74 feet to a point; 6. North 29 degrees 13 minutes 30 seconds West,2038.78 feet to a monument and land of the(now or formerly)Long Island Railroad; THENCE North 59 degrees 51 minutes 40 seconds East along said land 639.91 to a pipe and land on the Subdivision Map of Galluccio Vineyards; THENCE along said Map the following 11 courses and distances: 1. South 31 degrees 56 minutes 40 seconds East 366.41 feet to a point; 2. South 31 degrees 00 minutes 40 seconds East, 1010.55 feet to a point; 3. South 30 degrees 18 minutes 10 seconds East,455.24 feet to a point; 4. South 30 degrees 45 minutes 30 seconds East, 312.04 feet to a point; 5. South 30 degrees 11 minutes 00 seconds East, 212.56 feet to a point; 6. South 31 degrees 08 minutes 50 seconds East, 74.84 feet to a point; 7. South 29 degrees 42 minutes 40 seconds East, 171.40 feet to a point; 8. South 29 degrees 09 minutes 50 seconds East, 136.43 feet to a point; 9. South 31 degrees 02 minutes 40 seconds East,290.01 feet to a point; Commitment for Title Insurance Printed: 10.31.22@10:13 AM Schedule A-1 Description NY-FT-FRVH-01030.431004-SPS-1-21-7404-010953 t � FIDELITY NATIONAL TITLE INSURANCE COMPANY TITLE NO. 7404-010953 SCHEDULE A (Continued) 10. South 29 degrees 38 minutes 00 seconds East, 216.89 feet to a point; 11. South 31 degrees 43 minutes 10 seconds East, 77.54 to land (now or formerly)of WW Farms LLC; THENCE along land (now or formerly)of WW Farms LLC the following 4 courses and distances: 1. South 60 degrees 17 minutes 50 seconds West, 334.98 feet to a point; 2. South 29 degrees 42 minutes 10 seconds East, 747.00 feet to a point; 3. South 60 degrees 17 minutes 50 seconds West 111.22 feet to a point; 4. South 29 degrees 42 minutes 10 seconds East, 758.23 feet to the northerly side of Main Road(NYS Route 25); THENCE along the northerly side of Main Road (NYS Route 25)the following 2 courses and distances: 1. South 62 degrees 10 minutes 10 seconds West, 70.00 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West, 242.47 feet to a monument and the point or place of BEGINNING. Commitment for Title Insurance Printed: 10.31.22 @ 10:13 AM Schedule A-1 Description NY-FT-FRVH-01030.431004-SPS-1-21-7404-010953 C ' O V E N A N T S R E S T R fD O T r-+� o � ZN Ln90 I O N S SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: 'DECLARATION Recorded: 02/21/2023 Number of Pages: 8 At: 04 :25:43 PM Receipt Number : 23-0024353 LIBER: D00013190 PAGE : 233 District: Section: Block: Lot: 1000 109.00 01.00 011.000 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $40.00 NO Handling $20.00 NO COE $5 .00 NO NYS SRCHG $15.00 NO TP-584 $0 .00 NO Notation $0 .00 NO Cert.Copies $10 .00 NO RPT $200.00 NO Fees Paid $290.00 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL Vincent Puleo County Clerk, Suffolk County i Number of pages RECORDE`: 402:. Feb 21. Od:25g!1"'Phi 11incent Puirc- CLERK OF This document will be public SU'Fr-OLKCOUlIT'. record,Plea'se remove all L D00013150 Social Security Numbers prior to recording. Deed/Mortgage Instrument Deed Mortgage Tax Stamp Recording/Filing Stamps 3 1 - FEES Page/Filing Fee Mortgage Amt. 1.BasIcTax Handling 20. 00 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. or EA-5217(County)_. Sub Total (-C)O Spec./Add'. EA-5217(State) TOT,MTG.TAX R.P.T.S.A. Dual Town—Dual County Comm.of Ed. 5. 00 Held for Appointment Transfer Tax Affidavit + Mansion Tax ec[Z—op — The property covered by this mortgage Is or will be Improved by a one or two NYS Surcharge 15. 00 family dwelling only. YES—or NO Other Grand Total-. 0If NO, see appropriate tax clause on .4- page# ofthis lnstrumet. 1a Ke Section /0 90b Block 0= Lot 0 5 Community Preservation Fund Real Property pceon7-423Consideration Amount$ Tax Service Agency au Verlficatloh • cou CPF Tax Due o.mcr- Improved 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD.&RETURN TO: Vacant Land 7 —Sou—rj-.i cQ TO La u,9 6-IS; TO 1-1'60. 7 7 ti 11971 TD I Mall to k 7 Title Company Information 11901 Co.Name Title# ZVO Y- /0 M-3 8 Suffolk County Recording & Endorsement Page This page forms part of the attached C A r-7;o tj 0� made by: (SPECIFY TYPE OF INSTRUMENT) N 1J Fxw—m-5 1, LLC The premises herein Is situated In SUFFOLK COUNTY,NEW YORk. TO In the TOWN of -Tovlu Inthe VILLAGE or HAMLET of OL,-r,L.,q LA-P- BOXES 6THRU 8 MUST BETYPED Of PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of the 16th day of December, 2022, by WW FARMS, LLC, a New York Limited Liability Company with offices at 13015 Main Road,P.O. Box 1424, Mattituck,New York 11952,hereinafter referred to as the"DECLARANT." WITNESSETH: WHEREAS,DECLARANT WW Farms, LLC is the owner of certain real property situate at 24085 Main Road (NYS Route 25), Cutchogue, and designated as SCTM 91000-109-1- 11 (the"Property"), and shown on a survey prepared by Peconic Surveyors dated September 26, 2022,redated December 12, 2022 (the"Survey"), and described in the metes and bounds description attached as Schedule"A" (Overall Description) and made a part hereof; and WHEREAS,the Survey shows a"Development Rights Easement Area"of 65.070 acres and a"Reserve Area" of 12.726 acres,both described in the metes and bounds descriptions attached as Schedule A-1 and A-2 (Development Rights Easement Area and Reserve Area descriptions); and WHEREAS,the DECLARANT has granted to the Town of Southold a Grant of Development Rights Easement("Easement") for the Development Rights Easement portion of the Property dated December 16, 2022; and WHEREAS, for and in consideration of the acceptance of the 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 Declarant and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and, as a condition of the 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 against the Property; 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. 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 may make an application or applications for subdivision, lot line change,re-subdivision, or for any other relief from the Town of Southold that would allow the separation or partial separation of the Reserve Area from the Development Rights Easement Area of the Property. Any approval of such application shall be conditioned on at least 80,000 square feet of the Reserve Area remaining adjacent to,unseparated from and a part of the new parcel containing the Development Rights Easement Area, or containing a portion of the Development Rights Easement Area if the Easement Area is divided in accordance with the terms of the 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, provided such revisions, amendments or promulgations do not further restrict the Property beyond the manner permitted by this Declaration. 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 these covenants 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 be adjudged illegal,unlawful, invalid or held to be unconstitutional by a Court of competent jurisdiction,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 applicable laws or by their provisions to be deemed 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 it, 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. WW ARMS, LLC B3 Abigail A. Wickham, M naging M tuber STATE OF NEW YORK) ) ss.. COUNTY OF SUFFOLK) On the 16th day of December,2022,before me,the undersigned,personally appeared Abigail A. Wickham,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 t e undersigned. Notary—Pic RAJA* Robert DeFrese Notary Public State of New Yoitt Regisdratibn No.01 DE5035117 Qualified in Suffolk Counttyy Commission-Ei Aires October 2 .2028 FIDELITY NATIONAL TITLE INSURANCE COMPANY TITLE NO. 7404-010953. SCHEDULE A• FOR INFORMATION ONLY, NOT TO BE INSURED: OVERALL DESCRIPTION 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 monument found on the northerly side of Main Road (NYS Route 25)distant 1295 feet more or less westerly from the corner formed by the intersection of the northerly side of Main Road (NYS Route 25)and the westerly side of Alvah's Lane; RUNNING THENCE South 65 degrees 12 minutes 00 seconds West, along the northerly side of Main Road (NYS Route 25) 100.00 feet to land (now or formerly)of Wickham Homestead Inc.; THENCE along said land (now or formerly)of Wickham Homestead Inc. the following 3 courses and distances: 1. North 29 degrees 38 minutes 40 seconds West, 313.48 feet to a point; 2. South 60 degrees 21 minutes 20 seconds West, 174.09 feet to a point; 3. South 24 degrees 48 minutes 00 seconds East,299.62 feet to the northerly side of Main Road (NYS Route 25); THENCE along the northerly side of the northerly side of Main Road(NYS Route 25)the following 2 courses and distances: 1.South 62 degrees 10 minutes 10 seconds West, 234.18 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West, 242.47 feet to a monument and land(now or formerly)of Carnation Properties; THENCE along land (now or formerly)of Carnation Properties the following 6 courses and distances: 1. North 28 degrees 08 minutes 50 seconds West, 290.75 feet to a point; 2. North 29 degrees 03 minutes 10 seconds West, 884.61 feet to a point; 3. North 28 degrees 37 minutes 00 seconds West, 661.56 feet to a point; 4. North 29 degrees 50 minutes 20 seconds West,417.35 feet to a point; 5. North 28 degrees 22 minutes 10 seconds West, 536.74 feet to a point; 6. North 29 degrees 13 minutes 30 seconds West,2038.78 feet to a monument and land of the(now or formerly) Long Island Railroad; THENCE North 59 degrees 51 minutes 40 seconds East along said land 639.91 to a pipe and land on the Subdivision Map of Galluccio Vineyards; THENCE along said Map the following 16 courses and distances: 1.South 31 degrees 56 minutes 40 seconds East 366.41 feet to a point; 2. South 31 degrees 00 minutes 40 seconds East, 1010.55 feet to a point; 3. South 30 degrees 18 minutes 10 seconds East,455.24 feet to a point; 4. South 30 degrees 45 minutes 30 seconds East, 312.04 feet to a point; 5. South 30 degrees 11 minutes 00 seconds East, 212.56 feet to a point; 6. South 31 degrees 08 minutes 50 seconds East,74.84 feet to a point; 7. South 29 degrees 42 minutes 40 seconds East, 171.40 feet to a point; 8. South 29 degrees 09 minutes 50 seconds East, 136.43 feet to a point; 9. South 31 degrees 02 minutes 40 seconds East, 290.01 feet to a point; 10. South 29 degrees 38 minutes 00 seconds East,216.89 feet to a point; 11. South 31 degrees 43 minutes 10 seconds East,230.21 feet to a point; 12. South 29 degrees 49 minutes 40 seconds East, 367.42 feet to a point; 13. South 32 degrees 38 minutes 10 seconds East, 135.57 feet to a point; 14.South 30 degrees 37 minutes 00 seconds East, 245.02 feet to a point; 15. South 29 degrees 31 minutes 00 seconds East, 257.03 feet to a point; 16. South 29 degrees 48 minutes 40 seconds East, 376.87 feet to a monument on the northerly side of Main Road (NYS Route 25),the point or place of BEGINNING. FIDELITY NATIONAL TITLE INSURANCE COMPANY TITLE NO. 7404-010953 SCHEDULE A '�- (Description of the Land) For Tax Map ID(s): 1000-109.00-01.00-p/o 011.000 AMENDED 10/31/22 EASEMENT AREA TO BE INSURED: ALL that certain plot,piece or parcel of land,situate, lying and being at Cutchogue,Town of Southold, County of Suffolk and State of New York,bounded and described as follows: BEGINNING at a monument found on the northerly side of Main Road(NYS Route 25)distant 1295 feet more or less westerly from the corner formed by the intersection of the northerly side of Main Road (NYS Route 25)and the westerly side of Alvah's Lane; RUNNING THENCE South 65 degrees 12 minutes 00 seconds West,along the northerly side of Main Road (NYS Route 25)a distance of 100.00 feet to the land (now or formerly)of Wickham Homestead Inc.; THENCE along said land the following 3 courses and distances: 1. North 29 degrees 38 minutes 40 seconds West, 313.48 feet to a point; 2. South 60 degrees 21 minutes 20 seconds West, 174.09 feet toa point; 3. South 24 degrees 48 minutes 00 seconds East, 299.62 feet to a monument on the northerly side of Main Road(NYS Route 25); THENCE along the northerly side of Main Road(NYS Route 25) the following 2 courses and distances: 1. South 62 degrees 10 minutes 10 seconds West,234.18 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West,242.47 feet to a monument and land(now or formerly)of Carnation Properties, the true point or place of beginning; RUNNING THENCE the following 6 courses and distances along land (now or formerly)of Carnation Properties: 1. North 28 degrees 08 minutes 50 seconds West,290.75 feet to a point; 2. North 29 degrees 03 minutes 10 seconds West,884.61 feet to a point; 3. North 28 degrees 37 minutes 00 seconds West, 661.56 feet to a point; 4. North 29 degrees 50 minutes 20 seconds West,417.35 feet to a point; 5. North 28 degrees 22 minutes 10 seconds West, 536.74 feet to a point; 6. North 29 degrees 13 minutes 30 seconds West,2038.78 feet to a monument and land of the(now or formerly)Long Island Railroad; THENCE North 59 degrees 51 minutes 40 seconds East along said land 639.91 to a pipe and land on the Subdivision Map of Galluccio Vineyards; THENCE along said Map the following 11 courses and distances: 1. South 31 degrees 56 minutes 40 seconds East 366.41 feet to a point; 2. South 31 degrees 00 minutes 40 seconds East, 1010.55 feet to a point; 3. South 30 degrees 18 minutes 10 seconds East,455.24 feet to a point; 4. South 30 degrees 45 minutes 30 seconds East, 312.04 feet to a point; 5. South 30 degrees 11 minutes 00 seconds East, 212.56 feet to a point; 6.South 31 degrees 08 minutes 50 seconds East,74.84 feet to a point; 7. South 29 degrees 42 minutes 40 seconds East, 171.40 feet to a point; 8. South 29 degrees 09 minutes 50 seconds East, 136.43 feet to a point; 9. South 31 degrees 02 minutes 40 seconds East, 290.01 feet to a point; Commitment for Title Insurance Printed: 10.31.22@10:13 AM Schedule A-1 Description NY-FT-FRVH-01030.431004-SPS-1-21-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY TITLE NO. 7404-010953 SCHEDULE A�-�- (Continued) 10. South 29 degrees 38 minutes 00 seconds East,216.89 feet to a point; 11. South 31 degrees 43 minutes 10 seconds East,77.54 to land (now or formerly)of WW Farms LLC: THENCE along land (now or formerly)of WW Farms LLC the following 4 courses and distances: 1. South 60 degrees 17 minutes 50 seconds West, 334.98 feet to a point; 2. South 29 degrees 42 minutes 10 seconds East, 747.00 feet to a point; 3. South 60 degrees 17 minutes 50 seconds West 111.22 feet to a point; 4. South 29 degrees 42 minutes 10 seconds East, 758.23 feet to the northerly side of Main Road (NYS Route 25); THENCE along the northerly side of Main Road(NYS Route 25)the following 2 courses and distances: 1. South 62 degrees 10 minutes 10 seconds West,70.00 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West,242.47 feet to a monument and the point or place of BEGINNING. Commitment for Title Insurance Printed: 10.31.22@10:13 AM Schedule A-1 Description NY-FT-FRVH-01030.431004-SPS-1-21-7404010953 y FIDELITY NATIONAL TITLE INSURANCE COMPANY TITLE NO. 7404-010953 SCHEDULE A•-2. FOR INFORMATION ONLY, NOT TO BE INSURED: RESERVED AREA DESCRIPTION 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 monument found on the northerly side of Main Road(NYS Route 25)distant 1295 feet more or less westerly from the corner formed by the intersection of the northerly side of Main Road (NYS Route 25)and the westerly side of Alvah's Lane; RUNNING THENCE South 65 degrees 12 minutes 00 seconds West, along the northerly side of Main Road(NYS Route 25) 100.00 feet to land (now or formerly)of Wickham Homestead Inc.; RUNNING THENCE North 29 degrees 38 minutes 40 seconds West,along land(now or formerly)of Wickham Homestead Inc.313.48 feet to a point; THENCE still along said land the following 2 courses and distances: 1. South 60 degrees 21 minutes 20 seconds West, 174.09 feet to a point; 2. South 24 degrees 48 minutes 00 seconds East,299.62 feet to a monument on the northerly side of Main Road (NYS Route 25); THENCE South 62 degrees 10 minutes 10 seconds West,along the northerly side of Main Road (NYS Route 25)164.18 feet to a point; THENCE North 29 degrees 42 minutes 10 seconds West,758.23 feet to a point; THENCE North 60 degrees 17 minutes 50 seconds East, 111.22 feet to a point; THENCE North 29 degrees 42 minutes 10 seconds West,747.00 feet to a point; THENCE North 60 degrees 17 minutes 50 seconds East, 334.98 feet to land on the Subdivision Map of Galluccio Vineyards; THENCE along the land on the Subdivision Map of Galluccio the following 6 courses and distances: 1. South 31 degrees 43 minutes 10 seconds East, 152.67 feet to a point; 12.South 29 degrees 49 minutes 40 seconds East,367.42 feet to a point; 13.South 32 degrees 38 minutes 10 seconds East, 135.57 feet to a point; 14.South 30 degrees 37 minutes 00 seconds East,245.02 feet to a point; 15.South 29 degrees 31 minutes 00 seconds East,257.03 feet to a point; 16.South 29 degrees 48 minutes 40 seconds East, 376.87 feet to a monument on the northerly side of Main Road (NYS Route 25),the point or place of BEGINNING. THE POLICY TO BE ISSUED under this commitment will insure the title to such buildings and improvements on the premises which by law constitute real property. FOR CONVEYANCING ONLY: Together with all the right, title and interest of the party of the first part, of in and to the land lying in the street in front of and adjoining said premises. END OF SCHEDULE A T I T L E P O L I C Y -� 0 �� I � ALTA OWNER'S POLICY OF TITLE INSURANCE Policy Number: ® Fidelity National Title 7404-010953 Insurance Company Any notice of claim and any other notice or statement in writing required to be given to 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, FIDELITY NATIONAL TITLE INSURANCE COMPANY, a California corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii)a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. AMCRICAN — Copyright American Land Title Association. All rights reserved. LnND TITLE --AT.— The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-SPS-27306-1-22-7404-010953 a FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 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. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers. Fidelity National Title Insurance Company Issuing Office: Fidelity National Title Insurance Services, LLC By: Commerce Drive Riverhead, NY 11901 Tel: (631)727-0600 Fax: (631)727-0606 Michael J. Nolan, President Countersigned By: Attest: Authorized Officer or Agent -(%ILE, Marjorie Nemzura, Secretary Date: QTF Fidelity National Title Insurance Services, LLC SEAL Y 7 V Steven Zeikowitz, Authorized Signatory Authorized Signatory AMENICAN Copyright American Land Title Association. All rights reserved. IANC TITS[ At50C1ATION The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-S PS-27306-1-22-7404-010953 9 � FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 SCHEDULE A Date of Policy Amount of Insurance December 16, 2022 $4,177,689.21 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this Policy is: DEVELOPMENT RIGHTS EASEMENT 3. Title is vested in: Town of Southold Development Rights Easement made by WW Farms, LLC dated December 16, 2022 to be recorded in the Suffolk County Clerk's Office. 4. The Land referred to in this Policy is described as follows: See Schedule A(Continued),following. AMf Copyright American Land Title Association. All rights reserved. !.AND TITLE OCIATION The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Titie Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-SPS-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 SCHEDULE A (continued) AMENDED 10/31/22 EASEMENT AREA TO BE INSURED: ALL that certain plot, piece or parcel of land, situate, lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument found on the northerly side of Main Road (NYS Route 25)distant 1295 feet more or less westerly from the corner formed by the intersection of the northerly side of Main Road (NYS Route 25) and the westerly side of Alvah's Lane; RUNNING THENCE South 65 degrees 12 minutes 00 seconds West, along the northerly side of Main Road (NYS Route 25)a distance of 100.00 feet to the land (now or formerly)of Wickham Homestead Inc.; THENCE along said land the following 3 courses and distances: 1. North 29 degrees 38 minutes 40 seconds West, 313.48 feet to a point; 2. South 60 degrees 21 minutes 20 seconds West, 174.09 feet to a point; 3. South 24 degrees 48 minutes 00 seconds East, 299.62 feet to a monument on the northerly side of Main Road (NYS Route 25); THENCE along the northerly side of Main Road (NYS Route 25) the following 2 courses and distances: 1. South 62 degrees 10 minutes 10 seconds West, 234.18 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West, 242.47 feet to a monument and land (now or formerly) of Carnation Properties, the true point or place of beginning; RUNNING THENCE the following 6 courses and distances along land (now or formerly) of Carnation Properties: 1. North 28 degrees 08 minutes 50 seconds West, 290.75 feet to a point; 2. North 29 degrees 03 minutes 10 seconds West, 884.61 feet to a point; 3. North 28 degrees 37 minutes 00 seconds West, 661.56 feet to a point; 4. North 29 degrees 50 minutes 20 seconds West,417.35 feet to a point; 5. North 28 degrees 22 minutes 10 seconds West, 536.74 feet to a point; 6. North 29 degrees 13 minutes 30 seconds West, 2038.78 feet to a monument and land of the (now or formerly) Long Island Railroad; THENCE North 59 degrees 51 minutes 40 seconds East along said land 639.91 to a pipe and land on the Subdivision Map of Galluccio Vineyards; THENCE along said Map the following 11 courses and distances: 1. South 31 degrees 56 minutes 40 seconds East 366.41 feet to a point; 2. South 31 degrees 00 minutes 40 seconds East, 1010.55 feet to a point; 3. South 30 degrees 18 minutes 10 seconds East,455.24 feet to a point; 4. South 30 degrees 45 minutes 30 seconds East, 312.04 feet to a point; 5. South 30 degrees 11 minutes 00 seconds East, 212.56 feet to a point; 6. South 31 degrees 08 minutes 50 seconds East, 74.84 feet to a point; 7. South 29 degrees 42 minutes 40 seconds East, 171.40 feet to a point; 8. South 29 degrees 09 minutes 50 seconds East, 136.43 feet to a point; AMRICANS Copyright American Land Title Association. All rights reserved. LAND TTI[ nssncintioN The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRV H-01030.431004-S P S-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 SCHEDULE A (continued) 9. South 31 degrees 02 minutes 40 seconds East, 290.01 feet to a point; 10. South 29 degrees 38 minutes 00 seconds East, 216.89 feet to a point; 11. South 31 degrees 43 minutes 10 seconds East, 77.54 to land (now or formerly)of WW Farms LLC; THENCE along land (now or formerly)of WW Farms LLC the following 4 courses and distances: 1. South 60 degrees 17 minutes 50 seconds West, 334.98 feet to a point; 2. South 29 degrees 42 minutes 10 seconds East, 747.00 feet to a point; 3. South 60 degrees 17 minutes 50 seconds West 111.22 feet to a point; 4. South 29 degrees 42 minutes 10 seconds East, 758.23 feet to the northerly side of Main Road (NYS Route 25); THENCE along the northerly side of Main Road (NYS Route 25)the following 2 courses and distances: 1. South 62 degrees 10 minutes 10 seconds West, 70.00 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West, 242.47 feet to a monument and the point or place of BEGINNING. FOR INFORMATION ONLY, NOT TO BE INSURED: OVERALL DESCRIPTION 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 monument found on the northerly side of Main Road (NYS Route 25)distant 1295 feet more or less westerly from the corner formed by the intersection of the northerly side of Main Road (NYS Route 25) and the westerly side of Alvah's Lane; RUNNING THENCE South 65 degrees 12 minutes 00 seconds West, along the northerly side of Main Road (NYS Route 25) 100.00 feet to land (now or formerly)of Wickham Homestead Inc.; THENCE along said land (now or formerly)of Wickham Homestead Inc.the following 3 courses and distances: 1. North 29 degrees 38 minutes 40 seconds West, 313.48 feet to a point; 2. South 60 degrees 21 minutes 20 seconds West, 174.09 feet to a point; 3. South 24 degrees 48 minutes 00 seconds East, 299.62 feet to the northerly side of Main Road (NYS Route 25); THENCE along the northerly side of the northerly side of Main Road (NYS Route 25)the following 2 courses and distances: 1. South 62 degrees 10 minutes 10 seconds West, 234.18 feet to a point; 2. South 58 degrees 23 minutes 10 seconds West, 242.47 feet to a monument and land (now or formerly)of Carnation Properties; THENCE along land (now or formerly)of Carnation Properties the following 6 courses and distances: 1. North 28 degrees 08 minutes 50 seconds West, 290.75 feet to a point; 2. North 29 degrees 03 minutes 10 seconds West, 884.61 feet to a point; 3. North 28 degrees 37 minutes 00 seconds West, 661.56 feet to a point; 4. North 29 degrees 50 minutes 20 seconds West,417.35 feet to a point; 5. North 28 degrees 22 minutes 10 seconds West, 536.74 feet to a point; 6. North 29 degrees 13 minutes 30 seconds West, 2038.78 feet to a monument and land of the (now or formerly) Long AME Copyright American Land Title Association. All rights reserved. LAND TITLE .10CIAT.- The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as lk- of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-SPS-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 SCHEDULE A (continued) Island Railroad; THENCE North 59 degrees 51 minutes 40 seconds East along said land 639.91 to a pipe and land on the Subdivision Map of Galluccio Vineyards; THENCE along said Map the following 16 courses and distances: 1. South 31 degrees 56 minutes 40 seconds East 366.41 feet to a point; 2. South 31 degrees 00 minutes 40 seconds East, 1010.55 feet to a point; 3. South 30 degrees 18 minutes 10 seconds East, 455.24 feet to a point; 4. South 30 degrees 45 minutes 30 seconds East, 312.04 feet to a point; 5. South 30 degrees 11 minutes 00 seconds East, 212.56 feet to a point; 6. South 31 degrees 08 minutes 50 seconds East,.74.84 feet to a point; 7. South 29 degrees 42 minutes 40 seconds East, 171.40 feet to a point; 8. South 29 degrees 09 minutes 50 seconds East, 136.43 feet to a point; 9. South 31 degrees 02 minutes 40 seconds East, 290.01 feet to a point; 10. South 29 degrees 38 minutes 00 seconds East, 216.89 feet to a point; 11. South 31 degrees 43 minutes 10 seconds East, 230.21 feet to a point; 12. South 29 degrees 49 minutes 40 seconds East, 367.42 feet to a point; 13. South 32 degrees 38 minutes 10 seconds East, 135.57 feet to a point; 14. South 30 degrees 37 minutes 00 seconds East, 245.02 feet to a point; 15. South 29 degrees 31 minutes 00 seconds East, 257.03 feet to a point; 16. South 29 degrees 48 minutes 40 seconds East, 376.87 feet to a monument on the northerly side of Main Road (NYS Route 25), the point or place of BEGINNING. FOR INFORMATION ONLY, NOT TO BE INSURED: RESERVED AREA DESCRIPTION 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 monument found on the northerly side of Main Road (NYS Route 25)distant 1295 feet more or less westerly from the corner formed by the intersection of the northerly side of Main Road (NYS Route 25)and the westerly side of Alvah's Lane; RUNNING THENCE South 65 degrees 12 minutes 00 seconds West, along the northerly side of Main Road (NYS Route 25) 100.00 feet to land (now or formerly)of Wickham Homestead Inc.; RUNNING THENCE North 29 degrees 38 minutes 40 seconds West, along land (now or formerly)of Wickham Homestead Inc. 313.48 feet to a point; THENCE still along said land the following 2 courses and distances: 1. South 60 degrees 21 minutes 20 seconds West, 174.09 feet to a point; 2. South 24 degrees 48 minutes 00 seconds East, 299.62 feet to a monument on the northerly side of Main Road (NYS Route 25); THENCE South 62 degrees 10 minutes 10 seconds West, along the northerly side of Main Road (NYS Route 25) 164.18 feet to a point; AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE nSSOCIAT ION The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-S PS-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 SCHEDULE A (continued) THENCE North 29 degrees 42 minutes 10 seconds West, 758.23 feet to a point; THENCE North 60 degrees 17 minutes 50 seconds East, 111.22 feet to a point; THENCE North 29 degrees 42 minutes 10 seconds West, 747.00 feet to a point; THENCE North 60 degrees 17 minutes 50 seconds East, 334.98 feet to land on the Subdivision Map of Galluccio Vineyards; THENCE along the land on the Subdivision Map of Galluccio the following 6 courses and distances: 1. South 31 degrees 43 minutes 10 seconds East, 152.67 feet to a point; 12. South 29 degrees 49 minutes 40 seconds East, 367.42 feet to a point; 13. South 32 degrees 38 minutes 10 seconds East, 135.57 feet to a point; 14. South 30 degrees 37 minutes 00 seconds East, 245.02 feet to a point; 15. South 29 degrees 31 minutes 00 seconds East, 257.03 feet to a point; 16. South 29 degrees 48 minutes 40 seconds East, 376.87 feet to a monument on the northerly side of Main Road (NYS Route 25), the point or place of BEGINNING. END OF SCHEDULE A AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE ASSOCIATION The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM N Y-FT-F RV H-01030.431004-S P S-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 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. Right of Way in Liber 4465 page 110. 2. Survey made by Peconic Surveyors PC dated 9/26/22 covers premises and more: AS TO EASEMENT AREA TO BE INSURED: shows vacant land, cultivated fields; cultivated edge of field encroaches up to 111.12 feet east of the easterly record line; pig pen; dirt road throughout;fence lies up to 3.5 feet east of the westerly record line; fence lies up to 8.8 feet west of the westerly record line; pump well; tank; 16.5 Right of Way along part of easterly record line. 3. Policy does not insure that the cultivated field encroaching east of the easterly record line will remain undisturbed in its present location. 4. Policy will except all the terms, covenants, conditions, provisions and agreements contained in said easement being insured. END OF SCHEDULE B �M Copyright American Land Title Association. All rights reserved. AS]OCnTI(l. The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. `s ALTA Owners Policy(06/17/2006) Printed: 12.16.22 @ 10:09 AM NY-FT-FRVH-01030.431004-S PS-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of: 1. (a) Any law, ordinance,permit, or governmental regulation (including those relating to building and zoning)restricting, regulating, prohibiting, or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land, (iii) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters: (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however, this does not modify or limit the coverage provided under Covered Risk 9 and 10);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had.paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments 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. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A,as may be increased or decreased by endorsement to this policy, increased by Section 8(b),or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as"Date of Policy"in Schedule A. (c) "Entity": A corporation,partnership,trust,limited liability company,or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term"Insured"also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives,or next of kin; (B) successors to an Insured by dissolution,merger,consolidation,distribution,or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock,shares,memberships,or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured,provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity,or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to(A),(B), (C), and(D)reserving, however,all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge"or"Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE As CIAT.0) The use of this Form or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRV H-01030.431004-SPS-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 (continued) (g) "Land": The land described in Schedule A,and affixed improvements that by law constitute real property. The term"Land"does not include any property beyond the lines of the area described in Schedule A,nor any right,title,interest,estate,or easement in abutting streets,roads, avenues,alleys,lanes,ways,or waterways,but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security instrument,including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. Q) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured,or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either(i)an estate or interest in the Land,or(ii)an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a)of these Conditions, (ii)in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title,as insured,and that might cause loss or damage for which the Company may be liable by virtue of this policy, or(iii)if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage,the Company may,at its option,require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state,to the extent possible,the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured,and subject to the options contained in Section 7 of these Conditions,the Company,at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this, policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees,costs,or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title,as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy,whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection,it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy,the Company may pursue the litigation to a final determination by a court of competent jurisdiction,and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals,the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding,including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i)in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii)in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute,or continue any litigation,with regard to the matter or matters requiring such cooperation. AME- Copyright American Land Title Association. All rights reserved. L�Nn TITLE W011-- The use of this Form (or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-F RV H-01030.431004-S PS-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 (continued) (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks,tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company,the Insured Claimant shall grant its permission, in writing,for any authorized representative of the Company to examine,inspect,and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless,in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation,shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY In case of a claim under this policy,the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition,the Company will pay any costs, attorneys'fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay;or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections(b)(i)or(ii),the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend,prosecute,or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has 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 (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title,as insured, (i) the Amount of Insurance shall be increased by Ten Percent(10%),and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title,or removes the alleged 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 as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent,the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITS[ nSSOCI�T ION The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-S PS-27306-1-22-7404-010953 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-010953 (continued) 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company 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 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 deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions,the payment shall be made within thirty(30)days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property,to the extent of the amount of any loss, costs, attorneys'fees, and expenses paid by the Company. If requested by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or 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. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association("Rules"). Except as provided in the Rules,there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is Two Million and No/100 Dollars($2,000,000)or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of Two Million and No/100 Dollars($2,000,000)shall be arbitrated 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 parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements,if any,attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy,this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person,or expressly incorporated by Schedule A of this policy. (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 provisions. Except as the endorsement expressly states, it does not (i)modify any of the terms and provisions of the policy, (ii)modify any prior endorsement, (iii)extend the Date of Policy,or(iv)increase the Amount of Insurance. 16. SEVERABILITY 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 to include that provision or such part held to be invalid,but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore,the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES,WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Fidelity National Title Insurance Company P.O.Box 45023 Jacksonville, FL 32232-5023 Attn: Claims Department END OF CONDITIONS AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE ASSOCIATION The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-SPS-27306-1-22-7404-010953 STANDARD NEW YORK ENDORSEMENT (OWNER'S POLICY) Attached to and made a part of Policy Number: Issued By: ® I Fidelity National Title 7404-010953 Insurance Company 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. Fidelity National Title Insurance Company Dated: December 16, 2022 Countersigned By: Authorized Signatory Standard New York Endorsement(7/1/12) Printed: 12.14.22 @ 11:50 AM For use with ALTA owners Policy(6/17/06) NY-FT-FRVH-01030.431004-SPS-27306-1-22-7404-010953 POLICY AUTHENTICATION ENDORSEMENT Attached to and made a part of Policy Number: Issued By: ® Fidelity National Title 7404-010953 Insurance Company 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. Fidelity National Title Insurance Company Dated: December 16, 2022 Countersigned By: Authorized Signatory TIRSA Policy Authentication Endorsement(6/24/16) Printed: 12.14.22 @ 11:50 AM NY-FT-FRVH-01030.431004-S PS-27306-1-22-7404-010953 N Y S A G M K T S W A I V E R WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of 65.07 acres of active farmland and/or 0 acres of non- farmland, situated at Suffolk County Tax Map No. 1000-109.-1-11 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. C Proiect Sponsor: Landowner: TOWN OF SOUTHOLD WW FARMS, LLC By: By: Scott A. Russell, Supervisor Abi ail A. Wickham, Manager 53095 Main Road (NYS Rt 25) 13 15 Main Road (NYS Rt 25) P.O. Box 1179 P.O. Box 1424 Southold, NY 11971 Mattituck, NY 11952 STATE OF NEW YORK) ss.: COUNTY OF SUFFOLK On the 16th day of December, 2022, 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 Robert DeFrese Notary Public State of New York Registration No.01 DE5035117 STATE OF NEW YORK) Qualified in Suffolk County Commission Expires October 24,2026 ss.: COUNTY OF SUFFOLK On the 16th day of December, 2022, before me personally appeared ABIGAIL A. WICKHAM, 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 she executed the same in her capacity as Manager of WW FARMS, LLC, and that by her signature on the instrument, the individual, or the limited liability corporation upon behalf of which the individual acted, executed the instrument. Notary Public Robert DeFrese Notary Public State of New York Registration No.01 DE5035117 Qualified in Suffolk County Commission Expires October 24,2026 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)402-94421 F:(518)402-90281 Landsforests@dec.ny.gov www.dec.ny.gov August 30, 2023 Cathy Kreshon Senior Office Assistant PO Box 1179 Southold, NY 11971-0959 Dear Cathy Kreshon: We received the following conservation easement(s)from you on March 29, 2023: CE#: Suffolk, 0721 Grantor: WW Farms, LLC Deed: Book D00013190 Page 232 Delivered: December 16, 2022 Recorded: February 21, 2023 The conservation easement(s)cited above has/have been identified for our indexing and filing purposes. This/These number(s) 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 this/these parcel(s), please use the assigned conservation easement number(s). Sincerely, rll..'hI/4111 Donna Holmes Program Aide Bureau of Real Property dlh NEWYORK Department of 5TAOPPORTUNM Environmental Conservation P R n, 0 O O � rD PCLrt E R T Y R E C O R D S +qll!� -V=E" v--"L - .r • T F ik (from left to right) Melissa Spiro, Land Preservation Coordinator Abigail A. Wickham, Manager—WW Farms, LLC Scott A. Russell, Southold Town Supervisor December 16, 2022 WW FARMS, LLC to TOWN OF SOUTHOLD Part of SCTM #1000-109.-1-11 Development Rights Easement — 65.07 acres Total Parcel Acreage — 77.796 acres Reserve Area — 12.726 acres Location: 24085 Main Road, Mattituck, New York SpFFO[,� OFFICE LOCATION: MELISSA A.SPIROCSG Town Hall Annex LAND PRESERVATION COORDINATOR h.1. .fes 54375 State Route 25 melissa.spiro@town.southold.ny.us ,t (comer of Main Rd&Youngs Ave) cz H Southold,New York Telephone(631)765-5711 v. R► Facsimile(631)765-6640 Oy • �� MAILING ADDRESS: www.southoldtownny.gov �0,( � P.O.Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD To: Supervisor Russell Tax Assessors Town Board Building Department Town Clerk Land Management Land Preservation Committee Town Comptroller Town Attorney Planning Board Public Works Peconic Land Trust Suffolk Co Division of Real Estate The Nature Conservancy From: Melissa Spiro, Land Preservation Coordinator Date: December 16, 2022 Re: WW FARMS, LLC to TOWN OF SOUTHOLD Part of SCTM#1000-109.-1-11 Development Rights Easement Please be advised that the Town of Southold has acquired a development rights easement on the property listed below. If you would like any additional information regarding the purchase, please feel free to contact me. LOCATION: 24085 Main Road (NYS Route 25), Cutchogue SCTM#: part of 1000-109.-1-11 PROPERTY OWNER: WW Farms, LLC CONTRACT DATE: March 16, 2021 PURCHASE DATE: Closing took place on December 16, 2022 PURCHASE PRICE: $4,177,689.21 (65.07 acres @$64,203/buildable acre) EASEMENT ACREAGE: 65.07 acres TOTAL PARCEL ACREAGE: 77.796 acres RESERVE AREA ACREAGE: 12.726 acres in southeasterly wooded corner includes existing house, several barns and sheds Covenants & Restrictions were recorded allowing application for the separation or partial separation of the Reserve Area from the Development Rights Easement Area providing a minimum of 80,000 sq. ft. be retained as part of, and not being separated from, the Development Rights Easement Area. ZONING: Agricultural-Conservation (A-C)Zoning District FUNDING: Community Preservation Fund (2%) - SHEET 1-OF'2 l SURVEY OF WW FARMS LLC. AT CUTCHOGUE I TOWN OF SOUTHOLD SUFFOLKCOUNTY, N.Y. l0oo-109-oi-11 i, SCALE: 1=100' JULY 27, 2021 KEY MAP JULY 1, 2021 4 SGLLE P�600 SEPTEMBER 26'2022 i (Revised fin&De,tlapmnt Rights r--t) Dec.IZ 2022(ReNslanz 7/tle mn added ROW.) MA%7 LWE \ 35\30 ujWOODED i AREAS 1 6 I I . DEVELOPMENTS RIGHTS P EASEMENT AREA •$ 65.070 ACRES• v g g 6 CULTIVATED. m ( FIELD' i 37.5 // I Y /35 354 i \ / / 25 C X35 ( ( o -25 0 I \\ OIDR O; O / \ '-1rn 1 s v m�00 /20j 1 < m / v I32.0 t,,n \N\. I � � ' p e / 11•,1 1 I i RESERVE I 12.726 ACRES\ ,\ _ g • N 20 �_ \ 15 \\ rol 20 zo 25' =z I 1 x uI l [+ melas0 ra / �20�n J 12953 , na'mw tx sammn AW—.%LLC ,oa a iE>n x�6 A ROE,/lY NA`—t nnE I-RANEE S Wcm LLC uOl M SL21mw. q 58inLLov - (zomwa MAIN ROAD N.Y.S ROUTE 25) A-c - AL9=R cOVSERVAnav - ROOD Zt7/H X fROY iNll YAP NfrYffiR JOIOJO01&Yl h.M10.T 11 SaY 1--PW[i P!/RTIC NATER MEII.Alm�'SNIAN ` • ' I IHA£OY ARr fR[W Ren m�rvAnws Arm ae R'fL nAIA DEVELOPMENTS RIGHTS 0YIAPRD rRCY mxERs EASEMENT AREA 65.070 ACRES •�/t RESERVE AREA = 12.726 ACRES _ mmum°°rnw""a`°va nY c>r''snax Y"ar°ms°'c TOTAL AREA= 77.796_ACRES NY,S LTG NO.49618 NY,S.WC.N0.051IJ2-01 - ANY -------- L�FR—OR'---Ib5 9rFKY 16 A NOUnd! '� - PECON/C Rv20 r (63 gcl�>�.>I1E Ne.NX'If srA1E enmwrrov uN • TOTAL AREA-77796 ACRES I fAYFPT M PFR scnwv 72OJ-su6gwspv z Att w+rnunna (6JI)765-5020 fAX(6J/)765-7797 HEFEOv ARE vAt/O fOP MS YAP ANO C[P16 1xERECY'O UR B P.O.BOX 909 SAID YAP PP MWFS FFM IIIE/YPRf55m SFAL 4"IH£SURI£n.W.. I2J0 1RAVElFR STREET 21-015 wXlg so+AnNs Arrows aREov. SHEET 1 OF 2 stwnra-D,N r.119n 1 , SHEET 2 OF 2' SURVEY OF j WW FARMS, LLC AT CUTCHOGUE i I i TOWN OF SOUTHOLD SUFFOLK COUNTY, N.Y. 1000-109-01-11 1SCALE.• 1'=100' - JULY 27,,2021 �E;1'-600' AUGUST 1, 2021 SEPTEMBER 26, 2022 (ReNsad FW Daver t.Rights Eosement) Dec U.2022(ReWslans, RNe and added ROW.) LONG ISLAND RAIL ROAD (MTA) 639.91' N 59.511x0•E { m /5 L I. / 35 I I 11 4° $ i u I II E 33.5 � I I 5 F l ` 4 1 i 0L 35 I / 5:S! j o o ass o ' O o csil j 4 o2n / ' O� I I CULTIVATED I I ZZD > \ FIELD11 I �o,r- < -_7m� i _ Y\ 45 Iron .. o - Z �Z DEVELOPMENTS RIGHTS Z Irq ' N o � ��m , EASEMENT AREA g � w 65.070' ACRES' fi =o � I , z � v I 1 " 6 G i ' 401 40 I � 3 3 • / N � } a ao 2? I FA9IS usaremn o o ` 30.5 rmEYn uAnouu nnc wwnAv¢smt>rzs ttc f rd / �'• 3 30 25.5 A-C AQLMRYtAL ariL4RVARM 1 t I 40 WOODED ROOD ZO`rE X fRW FlRY YAP YUYBDP Se IOJCOr69l t.l61QICV11111 AREA S rM EDCAROV<K PIA3OC-wt PEiJ.Alm QSSP00[S 9mIVf _—' }}� ` d�Y e tARt'mau run mStRRarrors Arm w moY wrA •? / YATCM��N� \ \\25 rrmv onus _ , wmcxw Ava YArarms er mrswcR YAmrmrs me - - I DEVELOPMENTS RIGHTS •' �/• j EASEMENT AREA= 65.070' ACRES RESERVE AREA = 12.726 ACRES drs.oc Na ussre A v Axr"AErmAnov oR ADOYRW ro nus suRtFY m A YcunoR :TOTAL AREA= 77.796 ACRES xY.s oc Na osnv-m cF sEcrtoR YzasaF ruE r¢W roar STAlE mnrwnoN ux . Exctnr As PER gcnav mPa-su�Hsox z A(1 anrcrunovs TOTAL AREA-777%ACRES h'FRfOY.4PE VA(m FOP IraS YAP Alm LYMES RrfR£O�Q1Y O' SAm wP M CORES B'AR ril£�SFA(OF nE AWIErtR P.O 601f WW' wrogscvAnmEAwFAasrmrErx SHEET 2 OF 2 sarrr�aD.xr.rrnr ZI-015 sRarz A E R I A L S r 46..t z• .z. k � ' 1`S* '�' 14 Cit'� k ,► ' • ��+ � �' � t ► T NQUIRY#:6401958.4 �( r YEAR: 2017 u =625' IEDR ok jr od pr vp S i i f ! } � t ^JI .fir . . 4 r " v . 1 y � x ., Q • .r ,r IM \ •Y - 1 i r / ik rVol — # M _ l NQUIRY#:6401958.4 YEAR 1994 �IJr =625' ICEDR , ti= 1' iPly r � •roti � INQUIRY#:6401958.4 YEAR: 1985 =625' PEDR `" � •' �;--�C�".E tit: �� .. � , •mow kr �t�y, � y f :a - L , r s 1 \ \ � t vo r � 1 .I ! f 4 ti r � y Ilk 01 bk lk1 +i r# k '! CIO INN v �� t r Av �r IN0UIRY# 6401958.4 iN YEAR: 1970 =625' �EDR y �7 r • R a '� ,► A` • `R . rs ai Wo % VJI NQUIRY#:6401958.4 . I � •-- -•9 (rEDR . �i r i NQUIRY#:640195$.4 /� `�u�' r YEAR. 1962 -- =625' (rEDR - rt 'i I _ , ow ,V 4t r ti >w s � Z NQUIRY#:6401958.4 YEAR: 1957 IN =625' �EDR IMM Wet ' '14. ♦ M �r s �r ti 'fit ;•!�!r'�t ,; '� NQUIRY# 6401958-4 '� YEAR. 1954__-_ ____-- p '•.. '1 , - =625' �EDR . . x i+► • 1 *r ' r .. _ � �i �, t. , �� ,. � �� \ ,� j, 1 '�• , V �\ I �T .x �. � a .� � � #� - ; � � t, � ~ ►�/ t `. '�\ � ' � t s, � • •' .1 � � � � �� ` � Y � `� , ♦. �� ...,, Y 1 ♦. . ` h t � � � �� 7 -�.,... ;• ., .� '.';� � .Jo �. 1 � f�`` • �' 1 w A6 .- IC APO f 1• c NQUIRY#:6401958.4 /� YEAR: 1940 `��Jr ---- � =625' EOR r^ � s r Orr+} ► l s u R V E Y SHEET 2 OF 2 n� SURVEY OF WW FLLC CV / AT CUTCHOGUE TOWN OE SOUTHOLD SUFFOLK COUNTY, N. Y. 1000-109-01-11 SCALE 1 "=100-' KEY MAP JULY 27, 2021 SCALE: 1"=600' A UGUS T 1, 2021 SEP TEMBER 26, 2022 (Revised Final Developmn t. Rights Easement) LONG ISLAND RAIL ROAD Dec. 12, 2022 (Revisions, Title and added RDW.) (MTA) 639-91 N 59.51 40" E COR. 2.0'E. 0 DIRT ROAD w MON. � FN (31 a) -P m O c� m m o m 0 // 5 O 45 w rri rn rn 0 M v_ m z a v 3 z CD 40 W O W O O� O 33.5 m 5 FE. 45 o.2'E. C� 0 Ln CC z 35 0 0 0 46.5 0 0 r C 0b, r– 0 0 ° D Boz 0 y \ O z CCU LTED C FIELD \ -n MC -< — 0 45 F r-- o 00 r \ o FE. z � zrn .7'W 0 C NDEVELOPMENTS RIGHTSCn o z r- 0 EASEMENT AREA D -< m v 00 65. 070' ACRES m -o 00 (f) z m Cn M Ln =o Ln r o r ro 0 ' v N W O -P Un W O m ' N O 4° FE. \ 0.7'W. N 4� N 3 �o / 00 �- 40 35 r2� CERTIFIED T0: N \ \ N THE TOWN OF SOUTHOLD O 0 WW FARMS, LLC p 30.5 LI & j WE FIDELITY NATIONAL TITLE INSURANCE SERVICES, LLC M \ / o 30 30 TANK / o :P r D 25.5 s DEC 1 �, ZONING.• ----35 "-/ 3 5 3 5 2 r1i \ �m c,1'Z ' 1 LAND PR[SERVAn0r,j DEPT A—C = AGRICULTURAL CONSERVA77ON \tn Town -Of Southold \ N � 30 \ 40 WOODED ►? FLOOD ZONE X FROM FIRM MAP NUMBER J6103C0163H & J6103C0144HLn \ AREA .P o L4 F New YoR THE LOCATION OF PUBLIC WATER, WELL AND CESSPOOLS SHOWN �I \ , FE. LINE — 0.4 HEREON ARE FROM FIELD OBSERVA TIONS AND OR FROM DATA = MATCH _ \ 2 5 w. OBTAINED FROM OTHERS DEVELOPMENTS RIGHTS -�,�.� UNDERGROUND MARKOUTS BY CONSUMER MARKOUTS, INC. EASEMENT AREA = 65.070' ACRES QED LAS RESERVE AREA = 12.726 ACRES ANY AL TERA TION OR ADD177ON TO THIS SURVEY IS A VIOLA TION TOTAL AREA= 77. 796 ACRES N. Y.S, LIC. NO. 051132 O1 OF SEC77ON 7209OF THE NEW YORK STA 7E EDUCA 77ON LAW. PECON/C SU MORS, P.C. EXCEPT AS PER SEC770N 7209-SUBDIVISION 2. ALL CER17FlCATIONS 777 (631) 765-5020 FAX (631) 765-1797 HEREON ARE VALID FOR THIS MAP AND COPIES THEREOF ONLY IF 9 TOTAL AREA 6ACREE"jo-hP.0. BOX 909 SAID MAP OR COPIES BEAR THE IMPRESSED SEAL OF THE SURVEYOR 1230 TRAVELER STREET WHOSE SIGNATURE APPEARS HEREON. SHEET 2 OF 2 SOUTHOLD, N.Y 11971 21-015 (SHEET 2) VI. I SHEET 1 OF 2 SUR VE Y OF CV WW '.ARMS, LLC. / A T CUTCHOGuE - TO WN OR SOUTHOLD SUFFOLK COUNTY, N. Y 1000-109-01-11 SCALE: 1 "100' KEY MAP JULY 27, 2021 SCALE: 1"=600' A UGUST 1, 2021 SEPTEMBER 26' 2022 (Revised Final De velopmn t. 'Rights Easement) Dec. 12, 2022 (Revisions, Title and added ROW.) _ MATCH LINE _ �--� 24.� 0.4 W /25 \ 30 WOODED tD� m O AREAS m 4 CA z o \ r t7� rrr-1 \ FE. 0 2.2'E. O N x j N O x rn 0 m rnm t DEVELOPMENTS RIGHTS z z A EASEMENT AREA N 65. 070 ACRES 0 0 J FE. 0 8.8'W N v :0 OD 0 0 -i o O o rn D v N CULTIVATED CD bo F I E L D o /35,-\ 37.5 j X35 f N60.17 50 E 334.98' m E I 0.9'E. I STAKE 30 FND. \ N / Cf) `• \(A / -� o C - O 35 35 z O f-- C \ N o�� , I r- o -Cf) 01 O I N l O O X25 / / (-) 0 o � 30 O � I rn � C Z ' / � z / I � o / ,-r, O - -00m mm � °l y / Ori <_ � I V) D / � BARN Z Z � G-) � O O STOCKADE O J FRE • I FENrn un Z ®® o ( 01 FRE �® CONC. 0.e' w (n >®® \Q� RET. WALL O J r= \T 1 STORY N60'17'50"E \ \ FR. H ® coOU\ 81.7' \ x m m 32.0 111.22' `, -O L 0 �TILITY Ln D Lt- POLE I p w m RESERVE AREA cN�• 12.726 ACRoES\ N N_ uTlu y \ \ -O O POLE \ j 0 1 \ 20 r \UTILITY LAB l \ \ r4 \ o / RET. WALL POO 1500 0 \ OD m 5&o' BARN �oP \ \ v -1 \ � ( \ POTATO m BARN 0 1 \ s+.s O \ \ \ l \ 2 0 DRYWELL � \ 1 5 \ / COVER BARN WOOD FR. \ \ \ Q I 5R HOUSE \ PIG PENS60.21'20"W 174.09' 20 \ N \ m tD mN WOOD z FRAME p FE. o1 t O SHED \�� 3.5'E / *� [� to W\ I x z 20 0/ 25�RA U TY HEDGE O0 '0 rn � ) o N �� = Z O I • v — �'00 o I 00o � �' 1 rt / W UTILI ( POE �25 n ; w / o 1 a? OD Z y i ao CERTIFIED TO. THE TOWN OF SOUTHOLD 'moi �� MON�20 MON. 1295± Ln WW FARMS, LLC EDGE OF FIELD 70.00 164.18' FND' OMUH FND. FIDELITY NATIONAL TI TLE INSURANCE SERVICES, LLC '- o" — MON. �_o" °N " UT1LI UTILITY UTILITY 565'12 0 UTILITY FND. °" °" °" +UTILITY S62'1010 W POLE)234.18 POE POLE , POE " TY 242.47 POLE 100.00 OUT$58*2310 W UILI POE POLE ZONING: MAIN ROAD N• Y.S ROUTE 25) � �� A-C = AGRICULTURAL CONSERVA 770N cR�t�� _,DO FLOOD ZONE X FROM FIRM MAP NUMBER J610JC016JH & J610JC0144H of NEW ro P•<<G��J.file?. LAND PRESERVATION DEPT � P C THE LOCATION OF PUBLIC WATER, WELL AND CESSPOOLS SHOWN Town of Southold DEVELOPMENTS RIGHTS y o`' �9 HEREON ARE FROM FIELD OBSERVATIONS AND OR FROM DATA o +� , I A OBTAINED FROM OTHERS. EASEMENT AREA = 65.070 ACRES RESERVE AREA = 12.726 ACRES = f+��• � " �,�,� UNDERGROUND MARKOUTS BY CONSUMER MARKOUTS, INC. TOTAL AREA-- 77. 796 ACRES N. YS, LIC. NO. 49618 ANY ALTERATION OR ADDITION TO THIS SURVEY IS A VIOLATION N- YS. LIC. NO. 051132-01 OF SECTION 7209OF THE NEW YORK STATE EDUCA TION LAW. TOTAL PECONI C R VEYORS, P.C. EXCEPT AS PER SECTION 7209—SUBDIVISION 2. ALL CERTIFICATIONS '/76 ACRIES (631) 765-5020 FAX (631) 765-1797 HEREON ARE VALID FOR THIS MAP AND COPIES THEREOF ONL Y IF P.0. BOX 909 SAID MAP OR COPIES BEAR THE IMPRESSED SEAL OF THE SURVEYOR 1230 TRA I/ELER STREET �1-015 WHOSE SIGNATURE APPEARS HEREON. SHEET 1 OF 2 1230SOUTRA L Y. 1 TRE (SHEET 1) __ . _ A E R I A L M A P ed Barn - r t ,•� S ur Fa mvs� r r qo M Bowl rt Fo � t � Ir f ' 85 Mai •�� Downs Farm Prese V W 'VP e grini ' yard r Imag 2023 Airb s �y .► `po