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Home My WebLink AboutP&E LLC (2) MELISSA A. SPIRO LAND PRESERVATION COORDINATOR rnelissa.spiro @ town.southold.ny.us Telephone (631) 765-5711 Facsimile (63 !) 765-6640 OFFICE LOCATION: Town Hall Annex 54375 State Route 25 (comer of Main Road & Youngs Avenue) Southold, New York MAILING ADDRESS: P.O. Box 1179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD TO: From: Date: Re: Stacy Norkiun Records Management Melanie Doroski Sr. Administrative Assistant December 29, 2009 P&E, LLC (Peter Harbes) to TOWN OF SOUTHOLD Development Rights Easement- 18.3780 acres SCTM #1000-120-3-p/o 11.11 Location: 5655 Aldrich Lane, Laurel, NY Attached, you will find a certified copy of a Utility Easement between P&E LLC and the Town of Southold as recorded in the office of the Suffolk County Clerk on 12/4/2009, under Liber D00012608, Page 560. Please scan this document into Laserfiche as part of Land Preservation/Development Rights Easements/Legal Documents/P&E LLC (2) and made a part of that file which contains closing documents pertaining to the Town's purchase of a development rights easement on part of SCTM #1000-120-3-11.11 (n/k/a SCTM #1000-120-3-11.15). This Utility Easement is to be kept on file and attached to the original recorded development rights easement document between the P&E LLC and the Town of Southold that was previously sent to the Southold Town Clerk on November 5, 2009 for safekeeping. COUNTY CLERK'S OFFICE STATE OF NEW YORK COUNTY OF SUFFOLK CC #: C09-48717 I, JUDITH A. PASCALE, Clerk of the County of Suffolk and the Court of Record thereof do hereby certify that I have compared the annexed with the original EASEMENT recorded in my office on12/04/2009 under Liber D00012608 and Page 560 and, that the same is a true copy thereof, and of the whole of such original In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County and Court this 12/04/2009 SUFFOLK COUNTY CLERK JUDITH A. PASCALE SEAL SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT N~m~er of Pages: 4 Receipt ~m~er : 09-0140145 TRANSFER TAX NUMBER: 09-10433 District: 1000 Deed Amount: Recorded: At: LIBER: PAGE: Section: Block: 120.00 03.00 EXAMINED AND CHARGED AS FOLLOWS $0.00 Received the Following Fees For Above Instrument Exempt Page/Filing $20.00 NO Handling COE $5.00 NO NYS SRCHG TP-584 $5.00 NO Notation Cert. Copies $5.00 NO RPT Transfer tax $0.00 NO Comm. Pres Fees Paid TRANSFER TAX NUMBER: 09-10433 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County 12/04/2009 04:45:26 PM D00012608 560 Lot: 011.016 Exempt $20~00 NO $15.00 NO $0.00 NO $30.00 NO $0.00 NO $100.00 Number of pages This document will be public record. Please remove all Social Security Numbers prior to recording. Deed / Mortgage Instrument Deed / Mortgage Tax Stamp I Recording / Filing Stamps 3 I FEES Page / Filing Fee Handling 20. 00 TP-584 Notation EA-52 17 (County) EA-5217 (State) R.P.T.S.A. % ~ Comm. of Ed. 5. 00 Affidavit _ C(rtifiedCopy-~¢~ ~'-..- NYS Surcharge 15. 00 Other Sub Total Sub Total Grand Total 4[Dist. lo0~lc^.-~,,-,, '?O.O0 IR'ock 03.00 leot 011.011 1000 12000 030fY 011016 Real Property ~ Tax Service Agency Verification 6 Satisfactio ........... ~ RECORD & RETURN TO: CHARLES R. CUDDY, ESQ. 445 Griffing Avenue Riverhead, NY 11901 Mail to: Judith A. Pascale, Suffolk County Clerk 8 71 310 Center Drive, Riverhead, NY 11901 Co. Name www.suffolkcountyny.gov/clerk I Title # Mortgage Amt. 1. Basic Tax 2. Additional Tax Sub Total SpecdAssit. or Spec./Add. TOT. MTG. TAX Dual Town __ Dual County __ Held for Appointment Transfer Tax Mansion Tax The property covered by this mortgage is or will be improved by a one or two family dwelling only. YES or NO If NO, see appropriate tax c~ause 9n page# of this instrument./Ift t/{/' 0 ',[ 5 Community Preservation Fund Consideration Amount $ CPF Tax Due $ Improved Vacant Land Title Company Information Suffolk County Recording & Endorsement Page Utility Easement This page forms part of the attached by: P & E LLC (SPECIFY TYPE OF INSTRUMENT) The premises herein is situated in SUFFOLK COUNTY, NEW YORK. made TO In the TOWN of SOUTHOLD Town of Southold In the VILLAGE or HAMLETof Laurel BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. (over) IMPORTANT NOTICE If the document you've just recorded is your SATISFACTION OF MORTGAGE, please be aware of the following: If a po[tion of your monthly mortgage payment included your property taxes, *you will now need to contact your local Town T ax Receiver so that ~/ou ma), be billed directly for all future property tax statements. Local property taxes are payable twice a year: on or before January 10,h and on or before May 31,,. Failure to make payments in a timely fashion could result in a penalty. Please contact your local Town Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes 200 East Sunrise Highway North Lindenhurst, N.Y. 11757 (631) 957-3004 Riverhead Town Receiver of Taxes 200 Howell Avenue Riverhead, N.Y. 11901 (631) 727-3200 Brookhaven Town Receiver of Taxes One Independence Hill Farmingville, N.Y. 11738 (631) 451-9009 Shelter Island Town Receiver of Taxes Shelter Island Town Hall Shelter Island, N.Y. 11964 (631) 749-3338 East Hampton Town Receiver of Taxes 300 Pantigo Place East Hampton, N.Y. 11937 (631) 324-2770 Smithtown Town Receiver of Taxes 99 West Main Street Smithtown, N.Y. 11787 (631) 360-7610 Huntington Town Receiver of Taxes 100 Main Street Huntington, N.Y. 11743 (631) 351-3217 Southampton Town Receiver of Taxes 116 Hampton Road Southampton, N.Y. 11968 (631 ) 283-6514 Islip Town Receiver of Taxes 40 Nassau Avenue [slip, N.Y. 11751 (631 ) 224-5580 Southold Town Receiver of Taxes 53095 Main Street Southold, N.Y. 11971 (631) 765-1803 aw 2/99 Sincerely, Judith A. Pascale Suffolk County Clerk UTILITY EASEMENT P & E, LLC, (Grantor)a New York limited liability company, with offices at 5645 Aldrich Lane, Laurel, NY 11948, the owner of a parcel at Aldrich Lane, Laurel, New York, described on the Suffolk County Tax Map as 1000-120-3-11.11, hereby establishes, creates and grants a 10 foot wide underground utility easement across and through the above described parcel in favor of the adjoining parcel to the south (SCTM # 1000-120-3- 11.14); the utility easement hereby created is shown on a survey for the Town of Southold prepared by Howard W. Young, US. last dated August 27, 2009 and is described at Schedule A annexed hereto. Further, the parcel at which the utility easement is located is the subject of a Grant of Development Rights Easement. Conveyance of any part of the Development Rights Easement area, as shown on the above referred to survey shall be subject to the underground utility easement. The Grantor, its successors or assigns shall have the right to install and maintain electric, telephone, cable and water lines, as well as any other utility lines in the described easement area, to service the adjoining pamel, and, when necessary, shall have access to the described easement area for the purposes of repair, removal or replacement of such lines now existing or hereafter installed in such easement. This easement may be amended only with written consent of the Grantor and the Town of Southold. Dated: //- ,Y- o? P & E, LLC By: Peter Harbes STATE OF NEW YORK COUNTY OF SUFFOLK SS.: On the //day of tt./~'P~s/~h the year 2009, before me, the undersigned, personally appeared Peter Harbes 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 instnnnent and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the insmnnent. Notary Public CHARLES R. CUDDY Notary Public, State of New York No. 5872225 Oual~fled n Suffolk County . Commission -EXpires December 31, 20~.~1 SCHEDULE A ALL that certain plot, piece or parcel of land with the buildings and improvements thereon erected, situate, lying and being at Laurel, Town of Southold, County of Suffolk and State of New York, being a utility easement 10 feet in width and centered on the existing underground utilities, more particularly bounded and described as follows: BEGINNING at a point on the northerly line of land of the party of the first part adjoining land now or formerly KKP, LLC., said point being situate South 58 degrees 14 minutes 40 seconds West as measured along the northerly line of land of the party of the first part 590.06 feet from the westerly side of Aldrich Lane; RUNNING thence from said point of beginning South 34 degrees 24 minutes 34 seconds East through land of the party of the first part 630.68 feet to land now or formerly EWH, LLC.; RUNNING thence South 58 degrees 14 minutes 40 seconds West along land now or formerly EWH, LLC 10.01 feet to a point; RUNNING thence North 34 degrees 24 minutes 34 seconds West through land of the party of the first part 630.68 feet to land now or formerly KKP, LLC.; RUNNING thence North 58 degrees 14 minutes 40 seconds East along land now or formerly KKP, LLC. 10.01 feet to the point or place of BEGINNING. MELISSA A. SPIRO LAND PRESERVATION COORDINATOR melissa.spiro ¢o) town.southold.ny.us Telephone (631) 765 5711 Facsimile (63 I) 765 6640 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD OFFICE LOCATION: Town Hall Annex 54375 State Route 25 (comer of Main Road & Youngs Avenue) Southold, New York MAILING ADDRESS: P.O. Box 1179 Southold. NY 11971-0959 RECEIVED To: From: Date: Re: Elizabeth A. Neville Town Clerk Melanie Doroski Sr. Administrative Assistant November 5, 2009 '~oulhol4 Town Clerk P&E, LLC (Peter Harbes) to TOWN OF SOUTHOLD Development Rights Easement- 18.3780 acres SCTM #1000-120.-3-11.15 (f/k/a SCTM #1000-120.-3-p/o 11.11 ) Betty: Enclosed for safekeeping in your office, please find the following documents: · Suffolk County Clerk Records Office Recording Page · Suffolk County Recording & Endorsement Page · Original Grant of Development Rights Easement dated August 31, 2009, P&E, LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 10/15/09, in Liber D00012803 at Page 145 · Title insurance policy #O-8911-487781 issued by Stewart Title Insurance Company on August 31, 2009 in the insured amount of $1,082,659.50 (title no. ST09-04855) · Closing Statement Thank you. Melanie encs. cc: Assessors w/copy of recorded deed & survey map last dated 8/27/09 by Young & Young SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Number of Pages: 25 Receipt Number : 09-0118936 TRANSFER TAX NUMBER: 09-06190 District: 1000 Deed Amount: Recorded: At: LIBER: PAGE: Section: Block: 120.00 03.00 EXAMINED AND CHARGED AS FOLLOWS $1,082,659.50 Received the Following Fees Page/Filing $125.00 COE $5.00 TP-584 $5.00 Cert. Copies $16.25 Transfer tax $0.00 TRANSFER TAX NUMBER: 09-06190 For Above Instrument Exempt NO Handling NO NYS SRCHG NO Notation NO RPT NO Comm. Pres Fees Paid THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL Judith A. Pascale County Clerk, Suffolk County lO/15/2oo9 12:37:38 PM D00012603 145 Lot: 011.015 Exempt $20.00 NO $15.00 NO $0.00 NO $50.00 NO $0.00 NO $236.25 Number of pages This document will be public record. Please remove all Social Security Numbers prior to recording. Deed / Mortgage Instrument 31 Page/Filing Fee / Handling c'~. 00 Notation EA-52 17 (County) Deed / Mortgage Tax Stamp FEES EA-5217 (State) R.P.T.S.A. Comm. of Ed. A%d~L.__ NYS Sumharge Other 4 ] Dist./d Real Proper~ Tax Service Agency Vedficafion 15. 00 Sub Total ~ ~Y ~-' ~'~ Grand Total ~J& 1000 12000 0300 011015 1000 12000 0300 011016 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD & RETURN TO: Mail to: Judith A. Pascale, Suffolk County Clerk 310 Center Drive, Riverhead, NY 11901 www. suffolkcountyny, gov/clerk 8 CLERK OF $UFFOL}~ COUNTY L 500012603 gT# 09-0b~90 Recording / Filing Stamps Mortgage Amt. 1. Basic Tax 2. Additional Tax Sub Total Spec./Assit. or Spec./Add. TOT. MTG. TAX Dual Town __ Dual County __ Held for Appointment Transfer Tax Mansion Tax The property covered by this mortgage is or will be improved by a one or two family dwelling only. / YES or NO If NO, see appropriate tax clause on page # __ of this instrument. / / ,' Community Preservation Fund Consideration Amount $ ]~/}~ CPF Tax Due $ Improved Vacant ~ap~ TD / TD J7 J Title Company Information Co. Nam.e, Title # 5 7~6~ - Suffolk County Recording_& Endorsement Pa e This page forms part of the attached 4,~,qA6- rJ~ Z~V~LO~',r~EJ~;r- ~/6/./I5' ,ct-~,~&7:q,~Ar'F.. made by: (SPECIFY TYPE OF INSTRUMENT) p V- .,~., ,~..~(~.,.. The premises herein is situated in SUFFOLK COUNTY, NEW YORK. TO In the TOWN of ~00~/,',~ O~ ~'~bt77ott)d. jJ In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. IMPORTANT NOTICE If the document you've just recorded is your SATISFACTION OF MORTGAGE, please be aware of the following: If a portion of your monthly mortgage payment included your property taxes, *you will now need to contact your local Town Tax Receiver so that you may be billed directly for all future property tax statements. Local property taxes are payable twice a year: on or before January l0B and on or before May 3PL Failure to make payments in a timely fashion could result in a penalty. Please contact your local Town Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes 200 East Sunrise Highway North Lindenhurst, N.Y. 11757 (631) 957-3004 Riverhead Town Receiver of Taxes 200 Howell Avenue Riverhead, N.Y. 11901 (631) 727-3200 Brookhaven Town Receiver of Taxes One Independence Hill Farmingville, N.Y. 11738 (631 ) 451-9009 Shelter Island Town Receiver of Taxes Shelter Island Town Hall Shelter Island, N.Y. 11964 (631) 749-3338 East Hampton Town Receiver of Taxes 300 Pantigo Place East Hampton, N.Y. 11937 (631) 324-2770 Smithtown Town Receiver of Taxes 99 West Main Street Smithtown, N.Y. 11787 (631) 360-7610 Huntington Town Receiver of Taxes 100 Main Street Huntington, N.Y. 11743 (631) 351-3217 Southampton Town Receiver of Taxes 116 Hampton Road Southampton, N.Y. 11968 {631) 283-6514 Islip Town Receiver of Taxes 40 Nassau Avenue Islip, N.Y. 11751 (631) 224-5580 Southold Town Receiver of Taxes 53095 Main Street Southold, N.Y. 11971 (631) 765-1803 Sincerely, Judith A. Pascale Suffolk County Clerk 12-0104, 06/06kd GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the 31st day of August, 2009 at Southold, New York. The parties are P & E, LLC with offices at 5645 Aldrich Lane, Laurel, NY 11948, c/o Peter Harbes, Managing Member (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 (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 #1000-120-3-11.11, 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 dated August 24, 2009 and last revised August 27, 2009 prepared by Young & Young, Howard W. Young, Land Surveyor (a copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"; and WHEREAS, the Property is located in the A-C Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for row crops; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Town's Master Plan of 1973, amended in 1986 and 1989 as adopted by the Town Board, Town of Southold, and §272-a of the New York 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 scenic and agricultural condition has substantial and significant value as an aesthetic and agricultural resource since it has not been subject to any development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an aesthetic, natural, scenic and agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of ONE MTLLTON ETGHTY- TWO THOUSAND SIX HUNDRED FfFTY-NfNE THOUSAND AND 50/100 DOLLARS ($1,082,659.50) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, in gross, 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 direct use and benefit of the Grantor, its legal representatives, successors and assigns, the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restriction hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 2 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule "A", free of any mortgages or liens, except as set forth in Stewart Title Tnsurance Company Title No. ST09-04855. 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 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 environmental, natural, scenic and agricultural values of the Property and have the common purpose of preserving these values. 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 environmental, scenic, agricultural and natural 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 Recoqnition 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 rvlunicipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code 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 3 purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's natural, scenic, agricultural, and aesthetic resources and otherwise to aid in identifying and documenting the Property's agricultural 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 dated August 24, 2009 and last revised August 27, 2009 prepared by Young & Young, Howard W. Young, Land Surveyor, a 2004 aerial photograph of the Property, the Phase I Environmental Site Assessment prepared July 24, 2009 by Nelson, Pope & Voorhis, LLC, a Daily Job Report dated August 24, 2009 from Miller Environmental Group, Inc. and "Private Non- Hazardous Document of Cargo" No. 101343 from Miller Environmental Group, Inc. as Transporter, Town of Southold Planning Board resolution adopted August 10, 2009 regarding sketch Plan approval for Grantor's proposed Conservation Subdivision for all of SCTM #1000- 120-3-11.11, which includes the Property, and Town Board resolution adopted August 25, 2009 granting approval for the establishment of an Open Development Area, all on file with the Town Land Preservation Department. 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 4 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 prohibit or restrict the use of the Property for 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/or defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") and including the production of crops, livestock and livestock products as defined in §301(2)(a)-(j) of the New York State Agriculture and Markets Law ("Agriculture and Markets Law"), now or as such Laws and/or Code may be amended. No future restrictions in said laws and/or Code or limitation in the definitions set forth in said laws and/or Code shall preclude a use that is permitted under the current law and/or Code. "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "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, fences, posts and wiring, farm roads or farm irrigation systems, nursery mats, the underground utilities presently existing and referenced in an easement recorded simultaneously herewith and described in Section 4.06 herein or fencing used in connection with bonafide agricultural production, 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 5 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. 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" or "Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for ONE MILLION ETGHTY-TWO THOUSAND SIX HUNDRED FIFTY-NINE THOUSAND AND 50/100 DOLLARS ($1,082,659.50) and such other good and valuable consideration, hereby grant, release, and convey 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 Except as provided herein, no structures may be erected or constructed on the Property except as permitted by the Southold Town Land Preservation Committee ("Land Preservation Committee") and other applicable provisions of the Town Code and 1.02 and 4.06 of this Easement. 6 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 from the Land Preservation Committee. This 3.02 does not prohibit the grading of the Property for the construction of the greenhouses, provided Grantor has obtained all necessary approvals for such grading and the erection of greenhouses, including but not limited to from the Land Preservation Committee, and such other approvals as the Town Code may require. Hineral 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 herein, 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 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 ("Planning Board"), the Land Preservation Committee and as otherwise required by applicable law, subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved land subject to a development rights easement or other agricultural conservation instrument. Notwithstanding this provision, upon the death of Grantor, 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. 7 3.04 Dumpincl 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, including fertilization, composting and crop removal. 3.05 Siqns 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, wires, pipes, wells or drainage systems ("utilities") on the Property to service structures approved pursuant to Section 4.06 shall be prohibited without the prior written consent of the Grantee. The Property may not be used for the creation or placement of utilities to service any other properties, except for underground utilities presently existing, and referenced in an easement recorded simultaneously herewith in the Office of the Suffolk County Clerk and described in Section 4.06 herein. 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/or defined in Chapter 70 of the Town Code, and including the production of crops, livestock and livestock products as defined in Section 301(2)(a)-(j) of the Agriculture and 8 Markets Law, now or as such Laws and/or Code 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 farm stands if they are permitted in the future, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current agricultural production shall be permitted on the Property. 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. 3.09 Drainaqe 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. 3.10 Development Riqhts Grantor and Grantee acknowledge that Grantor received Sketch Plan approval from the Planning Board on August 10, 2009 for a Conservation Subdivision, as shown on a Sketch Plat prepared by Howard W. Young, L.S, (the "Sketch Plat") which includes 74,998 square feet of clustered conservation open space (the "clustered conservation open space") located within the Property, which shall remain unbuildable. Except for the clustered conservation open space described in this Section 3.10, and described in the Planning Board Sketch Plan approval dated August 10, 2009, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Except as provided above, Grantor hereby grants to Grantee all other existing development rights (and any further development rights that may be created through a rezoning of the Property) on the 9 Property, except for the right to construct, maintain 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 development rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ART:[CLE 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 farm stands if they are permitted in the future. 4.04 Landscapinq 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 dead, diseased, decayed or damaged or interfering with agricultural production, to thin and prune trees to maintain or improve the appearance of the Property, and to mow the Property. 10 4.05 Agricultural Production and Activities Grantor shall have the right to engage in ali types of agricultural production as the term is referenced in §247 of the General Municipal Law and/or defined in Chapter 70 of the Town Code, and including the production of crops, livestock and livestock products as defined in §301(2)(a)-(j) of the Agriculture and Markets Law, now or as such Laws and/or Code may be amended. No future restrictions in said laws and/or Code or limitation in the definitions set forth in said laws and/or Code shall preclude a use that is permitted under the current Law and/or Code. 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 §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 agricultural conservation instrument, including but not limited to farm stands if they are permitted in the future. 4.06 Structures and improvements A. Allowable fmprovements. Grantor shall have the right to erect and maintain the following structures and improvements on the Property, as they may be permitted by the Town Code now or as same may be amended and subject to the approval of the Land Preservation Committee, provided the structures 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; (ii) Underground utilities presently existing and referenced in an easement recorded simultaneously herewith, said easement area shown on the Survey; (iii) Construction of new structures, provided such structures are necessary for and accessory to agricultural production; (iv) Renovation, maintenance and repairs of any 11 existing structures and improvements or structures and improvements built or permitted pursuant to this Section 4.06, provided the primary purpose of the structure remains agricultural; (v) Any improvement excluded from the definition of "Structure" in Section 1.02; B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, open space and scenic vistas, and otherwise be consistent with the Purpose of this Easement. No new construction is permitted outside of the area described in paragraph 4.06A(ii) above. 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. Grantors 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 Tmprovements. Tn the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability 12 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 forth 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, or from any taxes, levies or 13 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. 5.04 Grounds Maintenance Requirement If Grantor leaves the Property open and does not engage in agricultural production for two (2) consecutive years, then Grantor shall implement a Natural Resources Conservation Plan (the "Plan") approved by Grantor (which approval by Grantor shall not be unreasonably withheld) and by Grantee, including the Land Preservation Committee, to maintain or restore the Property to the condition in which it existed on the date of this Easement, as evidenced by the documentation referred to in Section 0.05, in order to protect the environmental, natural, scenic and agricultural values of the Property. In the event Grantor fails to comply with the provisions of this section after reasonable written notice is given to Grantor by Grantee, then, in addition to all other remedies set forth herein, Grantee or its agents are hereby authorized to enter upon the Property to implement the Plan, and to recover the costs of such implementation from Grantor, as provided in Section 6.03. 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 14 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 5.04 and 6.03, or to permit access upon the Property. 6.02 Restoration In addition to Grantee's remedies under Section 5.04, Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Riqhts 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 ten (10) days' written notice thereof by Grantee (which notice requirement 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: (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 15 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 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. 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 10 days. 6,04 Notice All notices required by this Easement must be written. Notices shall be delivered by hand or registered or certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested. Hailed 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. Hailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and received as of the date of its manual delivery or three business days after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or 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. Extinquishment/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the 16 Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property and if the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understandinq This Easement contains the entire understanding between the 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 Grantors and in accordance with all applicable State and local laws. Any such amendment shall be consistent with the Town Code and any regulations promulgated thereunder and with the Purpose of this Easement, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Tnternal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantors to meet the 17 requirements of§170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. 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 Governinq Law New York Law applicable to deeds to and easements on land located within the State of New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 fnterpretation 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. Tf 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 18 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 affect 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 their right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recordinq Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headinqs The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: By: Peter Harbes, Managing Member 19 ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD Grantee Scott A. Russell Supervisor STATE OF NEW YORK COUNTY OF SUFFOLK SS: On thisbe/Si'day of /~/-~'~'z~- in the year 2009 before me, the undersigned, personally appeared SCO~- A. RUSSELL personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s} whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: pATR~CIA L. FALt. ON Notary Public, State Cf i.;ew York b'*~. C ', F!'/37014,3 Commission Expi[es April 24, ~// On this day of in the year 2009 before me, the undersigned, personally appeared PETER HARBES personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public PATRICIA L FALLON Notary Publi~, St2~e O[ [;ew York 20 ALTA OWNER'S POLICY (6/17/06) SCHEDULE A DESCRIPTION File No.: ST09-04855 Policy No.: O-8911-487781 I)ESCRIPTION OF DEVELOPMENT RIGHTS EASEMENT AREA TO BE INSURED: ALL that certain plot, piece or parcel of land, situate, lying and being at Laurel, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at the point on the westerly line of Aldrich Lane distant the following five (5) courses and distances from the intersection of the southerly side of Sound Avenue and the westerly side of Aldrich Lane: South 32 degrees 10 minutes 40 seconds East, 750.62 feet; South 36 degrees 12 minutes 10 seconds East, 206.05 feet; South 40 degrees 42 minutes l0 seconds East, 46.93 feet; South 38 degrees 12 minutes 10 seconds East, 61.81 feet; South 35 degrees 12 minutes 10 seconds East, 135.00 feet to a rebar and cap set, the true point or place of beginning; RUNNING THENCE along said westerly side of Aldrich Lane South 35 degrees 12 minutes 10 seconds East, 50.09 feet to a set monument; THENCE South 58 degrees 14 minutes 40 seconds West, 278.94 feet; THENCE South 31 degrees 42 minutes 10 seconds East, 580.01 feet to land now or formerly of EWH, LLC; THENCE along said land South 58 degrees 14 minutes 40 seconds West, 1238.18 feet to land now or formerly of Big "E" Farm, Inc.; THENCE along said land North 33 degrees 01 minutes 50 seconds West, 642.00 feet to a set monument at the land now or formerly of MDH Limited Liability Company; THENCE along said land North 60 degrees 14 miuutes 10 seconds East, 340.47 feet to land now or formerly of Patricia DiVello; THENCE along said land and continuing along land now or formerly of KKP, LLC and other lands now or formerly of Patricia DiVello, North 58 degrees 14 minutes 40 seconds East, 1188.66 feet to the westerly side of Aldrich Lane, the point or place of BEGINNING. ALTA OV~NER'S POLICY (6/17106) FOR INFORMATION: DESCRIPTION OF DEVELOPMENT RIGHTS EASEMENT AREA AND RESERVED AREA: ALL that certain plot, piece or parcel of land, situate, lying and being at Laurel, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at the point on the westerly line of Aldrich Lane distant the following five (5) coumes and distances from the intersection of the southerly side of Sound Avenue and the westerly side of Aldrich Lane: South 32 degrees 10 minutes 40 seconds East, 750.62 feet; South 36 degrees 12 minutes 10 seconds East, 206.05 feet; South 40 degrees 42 minutes 10 seconds East, 46.93 feet; South 38 degrees 12 minutes 10 seconds East, 61.81 feet; South 35 degrees 12 minutes 10 seconds East, 135.00 feet to a rebar and cap set, the true point or place of beg/nning; RUNNING THENCE along said westerly side of Aldrich Lane South 35 degrees 12 minutes 10 seconds East, 149.39 feet; THENCE continuing along said westerly side of Aldrich Lane South 31 degrees 42 minutes 10 seconds East, 480.88 feet to land now or formerly of EWH, LLC; THENCE South 58 degrees 14 minutes 40 seconds West, 1523.20 feet to land now or formerly of Big "E" Farm, Inc.; THENCE along said land North 33 degrees 01 minutes 50 seconds West, 642.00 feet to a set monument at the land now or formerly of MDH Limited Liability Company; THENCE along said land North 60 degrees 14 minutes 10 seconds East, 340.47 feet to land now or formerly of Patricia DiVello; THENCE along said land and continuing along land now or formerly of KKP, LLC and other lands now or formerly of Patricia DiVello, North 58 degrees 14 minutes 40 seconds East, 1188.66 feet to the westerly side of Alckich Lane, the point or place of BEGINNING. ALTA O~R'S POLICY (6/17/06) · ' FOR INFORMATION: DESCRIPTION OF RESERVED AREA: ALL that certain plot, piece or parcel of land, situate, lying and being at Laurel, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at the point on the westerly line of Aldrich Lane distant the following five (5) courses and distances from the intersection of the southerly side of Sound Avenue and the westerly side of Aldrich Lane: South 32 degrees 10 minutes 40 seconds East, 750.62 feet; South 36 degrees 12 minutes 10 seconds East, 206.05 feet; South 40 degrees 42 minutes 10 seconds East, 46.93 feet; South 38 degrees 12 minutes 10 seconds East, 61.81 feet; South 35 degrees 12 minutes 10 seconds East, 135.00 feet to a rebar and cap set; South 35 degrees 12 minutes 10 seconds East, 50.09 feet to a set monument, the true point or place of beginning; RUNNING THENCE South 58 degrees 14 minutes 40 seconds West, 278.94 feet; THENCE South 31 degrees 42 minutes 10 seconds East, 580.01 feet to land now or formerly of EWH, LLC; THENCE along said land North 58 degrees 14 minutes 40 seconds East, 285.02 feet to the westerly side of Aldrich Lane; THENCE North 31 degrees 42 minutes 10 seconds West, 480.88 feet along the westerly side of Aldrich Lane; THENCE continuing along the westerly side of Aldrich Lane North 35 degrees 12 minutes 10 seconds West, 99.30 feet to the point or place of BEGINNTNG. / ALTA Owner's Policy (6-17-06) POLICY OF TITLE INSURANCE ISSUED BY stewart *title insurance company Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, STEWART TITLE INSURANCE COMPANY, a New York corporation, (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Po]icy, against loss or damage, not exceeding the Amount of insurance, sustained or incurred by the insured be 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 parson or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not propedy 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 tv) a document executed under a falsified, expired, or otherwise invalid power of attorney {vi) a document not propedy 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 payabre, 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 dght 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, regutating, 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. 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. 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, Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge Countersigned: Stewart Title Insurance Company New York, New York President Secretary If you want information about coverage or need assistance to resolve complaints, please call our toll free number: 1 800-433-0014. If you make a claim under your policy, you mus[ furnish written notice in accordance wi[h Section 3 ol the Conditions Visil our Word Wide Web site at http:'/www SlewadNewYork corn File NO,: ST09 04855 SCHEDULE A Pile No.: ST09-04855 Policy No.: O-8911-487781 Amount of $1,082,659.50 Premium: $4,811.00 Date of August 31, 2009 Policy: L Name of Insured: Town nf Southold 2. The estate or interest in the Land that is insured by this policy is: Developmen! Rights Easeme]]t 3. Title is v~sted in: Town of Southold who acquired Development Rights by Grant of Development Rights Easement by P & Fo LLC dated 8/31/2009 to be duly record, ed in ~? Suffolk County Clerk' s/Registers O~'fice. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and made a part hereof. Section: 120.00 Block: 03.00 Lot: 011.011 ALTA OWNER'S POLICY (6/17/06) SCHEDULE A DESCRIPTION File No.: ST09-04855 Policy No.: O-8911-487781 DESCRIPTION OF DEVELOPMENT RIGHTS EASEMENT AREA TO BE INSURED: ALL that certain plot, piece or parcel of land, situate, lying and being at Laurel, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at the point on the westerly line of Aldrich Lane distant the following five (5) courses and distances from the intersection of the southerly side of Sound Avenue and the westerly side of Aldrich Lane: South 32 degrees l0 minutes 40 seconds East, 750.62 feet; South 36 degrees 12 minutes 10 seconds East, 206.05 feet; South 40 degrees 42 minutes 10 seconds East, 46.93 feet; South 38 degrees 12 minutes 10 seconds East, 61.81 feet; South 35 degrees 12 minutes 10 seconds East, 135.00 feet to a mbar and cap set, the true point or place of beginning; RUNNING THENCE along said westerly side of Aldrich Lane South 35 degrees 12 minutes 10 seconds East, 50.09 feet to a set monument; THENCE South 58 degrees 14 minutes 40 seconds West, 278.94 feet; THENCE South 31 degrees 42 minutes 10 seconds East, 580.01 feet to land now or formerly of EWH, LLC; THENCE along said land South 58 degrees 14 minutes 40 seconds West, 1238.18 feet to land now or formerly of Big "E" Farm, Inc.; THENCE along said land North 33 degrees 01 minutes 50 seconds West, 642.00 feet to a set monument at the land now or formerly of MDH Limited Liability Company; THENCE along said land North 60 degrees 14 minutes 10 seconds East, 340.47 feet to land now or formerly of Patricia DiVello; THENCE along said land and continuing along land now or formerly of KKP, LLC and other lands now or formerly of Patricia DiVello, North 58 degrees 14 minutes 40 seconds East, 1188.66 feet to the westerly side of Aldrich Lane, the point or place of BEGINNING. ALTA OWNER'S POLICY (6/17/06) FOR INFORMATION: DESCRIPTION OF DEVELOPMENT RIGHTS EASEMENT AREA AND RESERVED AREA: ALL that certain plot, piece or parcel of land, situate, lying and being at Laurel, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: BEGINNING at the point on the westerly line of Aldrich Lane distant the following five (5) courses and distances from the intersection of the southerly side of Sound Avenue and the westerly side of Aldrich Lane: South 32 degrees 10 minutes 40 seconds East, 750.62 feet; South 36 degrees 12 minutes l0 seconds East, 206.05 feet; South 40 degrees 42 minutes 10 seconds East, 46.93 feet; South 38 degrees 12 minutes l0 seconds East, 61.81 feet; South 35 degrees 12 minutes 10 seconds East, 135.00 feet to a rebar and cap set, the true point or place of beginning; RUNNING THENCE along said westerly side of Aldrich Lane South 35 degrees 12 minutes 10 seconds East, 149.39 feet; THENCE continuing along said westerly side of Aldrich Lane South 31 degrees 42 minutes 10 seconds East, 480.88 feet to land now or formerly of EWH, LLC; THENCE South 58 degrees 14 minutes 40 ~conds West, 1523.20 feet to land now or formerly of Big "E" Farm, Inc.; THENCE along said land North 33 degrees 01 minutes 50 seconds West, 642.00 feet to a set monument at the land now or formerly of MDH Limited Liability Company; THENCE along said land North 6(/degrees 14 minutes 10 seconds East, 340.47 feet to land now or formerly of Patricia DiVello; THENCE along said land and continuing along land now or formerly of KKP, LLC and other lands now or formerly of Patricia DiVello, North 58 degrees 14 minutes 40 seconds East, 1188.66 feet to the westerly side of Aldrich Lane, the point or place of BEGINNING. ^L'r^ OWNU~t'S VOUCV (6/t 7/06~ FOR INFORMATION: DESCRIPTION OF RESERVED AREA: ALL that certain plot, piece or parcel of land, situate, lying and being at Laurel, Town of Southold, County of Suffolk and State of New York, being more particularly Ix~unded and described as follows: BEGINNING at the point on the westerly line of Aldrich Lane distant the following five (5) courses and distances from the intersection of the southerly side of Sound Avenue and the westerly side of Aldrich Lane: South 32 degrees 10 minutes 40 seconds East, 750.62 feet; South 36 degrees 12 minutes 10 seconds East, 206.05 feet; South 40 degrees 42 minutes 10 seconds East, 46.93 feet; South 38 degrees 12 minutes 10 seconds East, 61.81 feet; South 35 degrees 12 minutes 10 seconds East, 135.00 feet to a mbar and cap set; South 35 degrees 12 minutes 10 seconds East, 50.09 feet to a set monument, the true point or place of beginning; RUNNING THENCE South 58 degrees 14 minutes 40 seconds West, 278.94 feet; THENCE South 31 degrees 42 minutes 10 seconds East, 580.01 feet to land now or formerly of EWH, LLC; THENCE along said land North 58 degrees 14 minutes 40 seconds East, 285.02 feet to the westerly side of Aldrich Lane; THENCE North 31 degrees 42 minutes I 0 seconds West, 480.88 feet along the westerly side of Aldrich Lane; THENCE continuing along the westerly side of Aldrich Lane North 35 degrees 12 minutes 10 seconds West, 99.30 feet to the point or place of BEGINNING. ALTA OWNER'S POLICY (6117/06) SCHEDULE B PART I File No.: ST09-04855 Policy No.: O-8911-487781 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by mason of: Right of Way Agreement in Liber 3493 Page 32 (further recited in Liber 5241 Page 395 and Liber 5253 Page 413) insofar as the same may be in effect. Policy will except the rights of others over, under and through the earth road as shown on the survey used herein. Survey made by Young & Young last updated 8/27/2(X)9, covering premises and more, shows subject premises improved by a frame pump house, metal storage trailer and concrete pad with gas tank. (a) Approximate location of underground utilities shown thereon. (b) Earth road meanders along northerly record tine. (c) Town line of Southold and Riverhead shown along westerly record line. (d) Wood fence and grass road vary with westerly line. No other variations or encroachments shown. An Agricultural exemption is shown. Policy will except all taxes, liens, penalties and interest due to cancellation of said exemption, which may include taxes, liens, penalties and interest for prior years as well as current and subsequent tax years. Policy will except water and sewer charges not entered and/or water and sewer charges entered subsequent to date of last actual reading. STEWART TITLE INSURANCE COMPANY HEREIN CALLED THE COMPANY STANDARD NEW YORK ENDORSEMENT (Owner's Policy) Title No.: ST09-04855 Date of Issue: August 31, 2009 ATTACHED TO AND MADE A PART OF POLICY NUMBER 0-8911-487781 1. The following is added as a Covered Risk: "11. Any statutory lien for services, labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shnwn in Schedule A of this policy." 2. Exclusion Number 5 is deleted, and the following is substituted: 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. DATED: August 31, 2009 Countersigned By: Authorized Office or Agent Stewart Title Insurance Cnmpany 300 East 42nd St., 10th H Ne~ York, New York 10017 STEWART TITLE STANDARD NEW YORK ENDORSEMENT (1 I/1/08) FOR USE WITH ALTA OWNER'S POLICY (6-17-06) COVERED RISKS (Continued) Title being vested other than as stated in Schedule A or being defective la) as a result of the avoidance in whole or in part, or from a court order ti) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy, of a transfer of ail or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbcance on the Title or other matter included vesting Tale as shown in Schedule A because that pnor transfer in Covered Risks 1 through 9 that has been created or attached or has constituted a traudalenl or preferential transfer under federal been filed or recorded in the Public Records subsequent to Date of Policy bankruptcy, state insolvency, or similar creditors' rights laws; or and pdor to the recording of the deed or other instrument of transfer in the because the instrument of transfer vesting Title as shown in Public Records that vests Title as show'n in Schedule A. Schedule A constitutes a preferential transfer under federal The Company will also pay the costs, attorneys' fees, and expenses incurred in bankruptcy, state insolvency, or simitar creditors' rights laws by defense of any matter insured against by this Policy, but only to the extent reason of the failure of its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from Ihe coverage of this policy, and the Company wlJ( not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1, la) Any ~aw, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiling, or relating to ti) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location ct 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 1la) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmenfa~ police power, This Exclusion t(b) does not modify or limit the coverage provided under Covered Risk 6. 2. 2. Rights of eminent domain. This Exclusion does not modify or limit the 5. coverage provided under Covered Risk 7 or 8, Defects, liens, encumbrances, adverse claims, or other matters la) 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 ~his policy; lc) 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. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law~, that the transaction vesting the Title as shown in Schedule A, ~s la) a fraudulent conveyance or fraudulent transfer; or lb) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching belween Date of Policy and the date o[ recording of the deed or other Jnslrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS DEFINITION OF TERMS me tdilowing terms when used in this policy mean: la) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8lb), or decreased by Sections 10 and 11 of these Conditions. lb) "Date of Policy": ~TJe date designated as "Date of Policy" in Schedule A. lc) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "insured": The Insured named in Schedule A. ti) 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; lB) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; lC) 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 whdi~y~owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly owned by the same parson or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a whiten instrument established by the (ii) With regard to lA), lB), lC), and (D) reserving, however, all nghts and defenses as to any successor that the Company (e) "Insured Claimant': An Insured claiming Joss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by (g) "Land": The land described in Schedule A, and affixed "Land" does not include any property beyond the lines of the (h) "Mortgage": Mortgage, deed of trust, mJst deed, or other without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection fiens filed in the records of the clerk of the United States District Court for (j) "Title': The estate or interest described in Schedule A. (k) "Unmarketable Title': Title affected by an alleged or apparent requiring the delivery of marketable title. I Page2 SedalNo.: 0-891t 487781 IJ File No: STOg 04855 CONDiTiONS (Continued) 2. CONTINUATION OF INSURANCE The coverage of this poticy shall continue in tome 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 lialmlity by reason of warranties in any transfer or conveyance of the Title. This policy shell not continue in force in favor of any purchaser from the Insured of either (ii 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 (ii 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 titio 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 shalt 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 toss The proof of loss must deschbe 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 wghout unreasonable delay, shall provide for the defense of an Insured in litigation in which any third path/ 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 ct ils choice (subject to tbe right of the insured to object for reasona, bJe cause) to represent the Insured as to those stated causes of action. ~t shall not be liable for and wit 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, (bi 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 ifs 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 liabirity or waiver of Any provision of this policy. If the Company exercises its nghts under this subsection, it must do so diligently. (c) Whenever the Company badge 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 dght, in its sole discretion, to apoeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) th 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 afl reasonable aid (ii in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or affecting 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 ccoporation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to de/end, prosecute, or continue any ~itigation, with regard to the matter or matters requiring such cooperation. 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 de 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 autbedzed 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 parly 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 ~rom 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 SE'rrLE 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 thsurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were autbohzed by the Company up to the time of payment or tender of payment and that the Company is obligated to bay. Upon the exercise by the Company of this option, all liability and obligations of the Company to tbe Insured under this policy, other than to make the payment required in this subsection, sha~ terminate, includthg any liabitity or obligation to defend, prosecute, or continue any litigation. (bi To Pay or Other~se Settle With Parties Other Than the Insured or With the Insured Claimant. (i} To pay or cthem4se settle with other parties for or in the Insured Claimant that were authorized by the Company up 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 (bi(i) or (ii), the Company's obligations to the Insured under this policy for the cJalmed loss terminate, including any liability or obligation to defend, File No,: ST09 04855 CONDITIONS (Continued) DETERMINATION AND EXTENT OF LIABILITY This pelicy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured Claimant who has suffered inss 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 pelicy. (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 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 liabilily 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 15. shall have fully pedormed 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 floal 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 settllog 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 peticy, except payments made for costs, attorneys* fees, and expenses, shall reciuce the Amount of Insurance by the amount of the payment. 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 sha~l 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 30 days. V 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 entiUed to the rights of the losured Claimant in the Title a~d all other rights and remedies in respect to the claim that the Insured Claimant has against any parson or propady, to the extent of the amount of any loss, costs, agomeys' fees, and expanses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these dghts 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 r~t fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its dght to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's dght 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 shal~ be no joloder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim bebNeen 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. Ail arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. A~I arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by beth the Company and the Insured. Aroitration pursuant to this policy and under the Rules shall be b~ndiog upon the parties. Judgment upon fbe award rendered by the Arbdrator(s) may be entered in any court of competent jurisdiction, 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 parson, or expressly incorporated by Schedule A of this policy, (d) Each endorsement to this policy issued at any time is made a par[ of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it peas 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. SEVERABILIT~ In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under app~icabte 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 therefore 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 judedictlon 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 validiiy of ctaims 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. (c) 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 Amedea or its ferdtories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice ol claim and any other no[ice or statement in wrqmg required to be given to the Company under this policy mus~ ~e given to the Company al CiaimsDepadmentat300£a$142 St, 10 Floor. New Yo~, NY10017. File No: ST09 04855 CLOSING STATEMENT P&E LLC to TOWN OF SOUTHOLD Total Development Rights Easement - 18.3780 acres Total Parcel Acreage- 22.1659 acres Reserved Area - 3.7879 acres Subdivision Open Space Requirement- 1.7217 acres Premises: 5655 Aldrich Lane, Laurel Part of SCTM #1000-120.-3-11.11 Closing took place on Monday, August 31, 2009 at 2:00 p.m., Southold Town Hall Annex Purchase Price of $1,082,659.50 (based upon 16.6563 buildable acres @ $65,000/buildable acre) disbursed as follows: Payable to Asset Preservation Inc. $ 390,000.50 Check #102237 (8/31/09) Payable to First Pioneer Farm Credit $ 642,659.00 Check #102239 (8131109) Payable to Peter Harbes $ 50,000.00 Check #102240 (8131/09) Expenses of Closing: Appraisal Payable to Brunswick Appraisal Corp. Check #99440 (1120109) $ 2,500.00 Survey Payable to Young & Young Check #102376 (9/8/09) $ 3,200.00 Environmental Report (Phase I ESA) Payable to Nelson, Pope & Voorhis, LLC Check #101979 {8/11109) $ 1,075.00 Title Report Payable to Stewart Title Insurance Company Check #102241 (8/31/09) Title insurance policy $ 4811.00 Recording easement $ 275.00 Certified Copy $ 50.00 $ 5,'136.00 Title Closer Attendance Fee Payable to Patricia Fallon Check #102238 (8131109) $ 100.00 Those present at Closing: Scott A. Russell Lisa Clare Kombrink, Esq. Peter Harbes Charles R. Cuddy, Esq. Patricia Fallon Melissa Spiro Melanie Doroski Southold Town Supervisor Attorney for Town of Southold Seller Attorney for Seller Title Company Closer Land Preservation Coordinator Land Preservation Sr Administrative Assr TOWN OF SOUTHOLD VENDOR 003643 ASSET PRESERVATION INC. 08/31/2009 CHECK 102237 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION A~4OUNT H2 .8686.2.000.000 TBR610 083109 DEV RIGHTS-16.65 ACRES 390,000.50 TOTAL 390,000.50 TOWN OF SOUTIfOLD VENDOR 006331 FIRST PIONEER FARM CREDIT 08/31/2009 CHECK 102239 FI/ND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOLrNT H2 .8686.2.000.000 TBR610 083109 DEV RIGHTS-16.65 ACRES 642,659.00 TOTAL 642,659.00 TOWN OF SOUIItOLD VENDOR 007943 PETER HARBES 08/31/2009 CHECK 102240 FUND & ACCOLrNT P.O.~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR610 083109 DEV RIGHTS-16.65 ACRES 50,000.00 TOTAL 50,000.00 BRUNSWICK APPRAISAL CORP. REAL ESTATE APPRAISERS AND CONSULTANTS 44 Elm S~'eet, Suite 8 HUNTINGTON, NEW YORK 11743 (631) 421-2344 FAX (631 ) 424-9246 E-Mail: Brunswickappraisalcorp~MSN.com Sanford S. Brunswick Elinor Brunswick, MAI State Certified General Appraisers Armand Brunswick, MAI 1881-1960 January 9, 2009 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 Development Rights Easement Acquisition P & E, LLC Property Tax Map Number: 1000-120-3-11.011 INVOICE# 1000-10 Real Estate Appraisal GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 005409 ELINOR BRUNSWICK, M Y=Select JE Date Trx. Date Fund Account Y ............................. Begi 3/11/2008 3/11/2008 H3 5/06/2008 5/06/2008 H3 9/09/2008 9/09/2008 H3 9/23/2008 9/23/2008 H3 12/16/2008 12/16/2008 H3 1/20/2009 1/20/2009 H3 2/24/2009 2/24/2009 H3 600 600 600 600 600 600 600 F2=Shift Up F3=Exit F10-Prev View Select Record(s) or Use Action Code $2,500 Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-01202009-797 Line: 146 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 1/20/2009 SDT 1/22/09 : : Trx Amount... 2,500.00 : : Description.. APPRAISAL-HARBES-12/29 : : Vendor Code.. 005409 : : Vendor Name.. ELINOR BRUNSWICK, MAI : : Alt Vnd.. : : CHECK ........ 99440 SCNB : : Invoice Code. 1000-10 : : VOUCHER ...... : : P.O. Code .... 19285 : : Project Code. : : Final Payment F Liquid. : : Type of 1099. N BOX. Addl. : : Fixed Asset.. Y : : Date Released 1/20/2009 : : Date Cleared. 1/31/2009 : : F3=Exit F12=Cancel : Invoice Young & Young 400 Ostrander Avenue Riverhead, New York 11901 August 24, 2009 Project No: 2009-0174.00 Invoice No: 30886 Town of Southold P.O. Box 1179 Southold, NY 11971 Project 2009-0174.00 Purchase Order No. 20126: Southold, Town of Professional services rendered in conjunction with the preparation of a Certified Survey. Fee Total this Invoice 3,200.00 $3,200.00 GL108S 20 TOWN OF SOUTHOLD View i ** Actual Hi Vendor.. 025030 YOUNG & YOUNG Y-Select JE Date Trx. Date Fund Account ............................. Begi 8/26/2003 8/26/2003 DB .600 1/20/2004 1/20/2004 10/19/2004 10/19/2004 2/01/2005 2/15/2005 1/02/2008 1/02/2008 9/08/2009 9/08/2009 9/08/2009 2/01/2005 2/15/2005 1/02/2008 1/02/2008 9/08/2009 9/08/2009 9/08/2009 H3 600 H3 600 H3 600 H3 600 H2 600 H2 600 H3 600 H3 600 H2 600 F2=Shift Up F3-Exit F10=Prev View Select Record(s) or Use Action Code Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-09082009-916 Line: 366 Formula: 0 : : Account.. H2 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 9/08/2009 SDT 9/08/09 : : Trx Amount... 3,200.00 : : Description.. SURVEY-HARBES : : Vendor Code.. 025030 : : Vendor Name.. YOUNG & YOUNG : : Alt Vnd.. : : CHECK ........ 102376 SCNB : : Invoice Code. 30886 : : VOUCHER ...... : : P.O. Code .... : : Project Code. : : Final Palanent P Liquid. : : Type of 1099. M BOX. 07 Addl. : : Fixed Asset.. Y : : Date Released 9/08/2009 : : Date Cleared. : : F3=Exit F12=Cancel : : Nelson, Pope & Voorhis, LLC 572 Walt Whitman Road Phone: 631-427-5665 Melville NY 11747 Fax: 631-427-5620 Invoice Property: 09103 Project: VA02862 P&E, LLC Property, Laurel (5655 Atdr: Manager: McGinn, Steven Town of Southold Town Hall, 53095 State Rte 25 P.O. Box 1179 Southhold NY 11971-0959 Attention: Melissa A Spiro invoice #: 6800 Invoice Date: July 27, 2009 MAKE CHECKS PAYABLE TO NELSON POPE & VOORHIS Invoice Amount $1,0 75. O0 Contract dated June 22, 2009 - Item rtl: Phase I Environmental Site Assessment Work Performd thru 7/13/09 Contract Amount: $1,075.00 Percent Complete: 100.00% Fee Earned: $1,075.00 Prior Fee Billings: $0.00 Current Fee Total: $1,075.00 *** Total Project Invoice Amount $1,0 75. O0 GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 014161 NELSON, POPE & VOOR Y=Select - JE Date Trx. Date Fund Account ......................... Use Acti 5/19/2oo9 5/19/2oo9 6/16/2oo9 6/30/2009 7/14/2oo9 8/11/2oo9 5/19/2009 A 600 5/19/2009 B 600 6/16/2009 A 600 6/30/2009 A 600 7/14/2009 B 600 8/11/2009 H3 600 F2-Shift Up F3=Exit F10=Prev View Select Record(s) or Use Action Code Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-08112009-663 Line: 223 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : Trx Date ..... 8/11/2009 SDT 8/10/09 : Trx Amount... 1,075.00 : Description.. PHASE 1 ESA-P & E LLC : Vendor Code.. 014161 : Vendor Name.. NELSON, POPE & VOORHIS, : Alt Vnd.. : CHECK ........ 101979 SCNB : Invoice Code. 6800 : VOUCHER ...... : P.O. Code .... 20127 : Project Code. : Final Payment F Liquid. : Type of 1099. M BOX. 07 Addl. : Fixed Asset.. Y : Date Released 8/11/2009 : Date Cleared. : F3=Exit F12=Cancel : -stewart ,title insurance company INVOICE NUMBER: 928 TITLE NO.: 904855 APPLICANT/CLIENT: Town of Southold LENDER: N/A LENDER'S ATTORNEY: N/A SELLER'S ATTORNEY: Charles Cuddy, Esq. LOAN POLICY NO: OWNER'S POLICY NO: O-8911-487781 PROPERTY ADDRESS: 5655 Aldrich Lane , Laurel NY District: 1000 Section: 120.00 Block: 03.00 Lot: 011.011 DATE: 8/31/2009 TITLE CLOSER: Fallon, Pat CLOSING DATE: 8/31/2009 CLOSING TIME: 2:00 PM CLOSING LOCATION: Town of Southold- Annex Building 54375 Route 25 P.O. Box 1179 Southold NY 11971 (631)765-5711 TRANSACTION TYPE: Development Rights SALES PRICE: $1,082,659.50 LOAN AIVIOUNT: COUNTY: Suffolk PROP TYPE: Commercial PURCHASER/BORROWER: Town of Southold SELLER (S): P & E, LLC PREMIUM: Fcc Insurance (Liability Amount: $1 ~082~659.50) $4~8 ] 1.00 $4~811.00 ENDORSEMENTS: SEARCH FEES: Certified copies $50.00 $50.00 Dev. Rights Eascmcut RECORDING FEES: Agreement(s) $275.00 $275.00 Develoumnet Right Easement IAXES: (TRANSFER/MANSION/MORTGAGE) NYS Transfer Tax (usually paid by seller) $0.00 $0.00 $4332...Exemot ?econic Bay Regional Town Tmsfer Tax $0.00 $0.00 $18.653.19 Exemut &DDITIONAL: TOTAL: $5,136.00 $5,136.00 $0.00 DIRECT CH~CKS: AMOUNT: STIC CHECKS: AMOUNT: NEW YORK METRO 800-853-4803 212-922- t 593 fax Stewartnewyork.com 707 Westchester Ave, 4th FI White Plans, NY 10604 300 East 42nd Street, 4th FI New York, NY 10017 125 Baylis Road, 2nd FI Melwlle, NY 11747 TOWN OF SOUTttOLD VENDOR 019624 STEWART TITLE INSURARCE CO. 08/31/2009 CHECK 102241 FUND & ACCOUNT P.O. ~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000,000 H2 .8686.2.000.000 H2 .8686.2.000.000 ST09r04855 ST09-04855 TBR610 ST09-04855 REC DEED-HARBES 275.00 CERT COPY EASEMNT-HARBES 50.00 TITLE POLICY-H/LRBES 4,811.00 TOTkL 5,136.00 IOWN OF SOUTHOLD VENDOR 006013 PATRICIA FALLON 08/31/2009 CHECK 102238 FUND & ACCOUNT P,O.~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR610 083109 TITLE CLOSER-HARBES 100.00 TOTAL 100.00 MEL1SSA A. SPIRO LAND PRESERVATION COORDINATOR melissa spiro~town southold nyus Telephone (631) 765-5711 Facsimile (631) 765-6640 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD OFFICE LOCATION: Town Hall Annex 54375 State Route 25 (comer of Main Rd & Youngs Ave) Southold, New York MAILING ADDRESS: PO Box I 179 Southold, NY 11971-0959 To: From: Date: Re: Supervisor Russell Town Board Town Clerk Land Preservation Committee Town Attorney Planning Board Suffolk County Division of Real Estate Melissa Spiro, Land Preservation Coordinator August 31,2009 P&E LLC to TOWN OF SOUTHOLD plo SCTM #1000-'120.-3-11.11 Tax Assessors Building Department Data Processing Town Comptroller Stewardship Managers Peconic Land Trust, Inc. The Nature Conservancy Please be advised that the Town has acquired a development rights easement on the agricultural property listed below, if you would like additional information regarding the purchase, please feel free to contact me. LOCATION: SCTM #: PROPERTY OWNER: PURCHASE DATE: PURCHASE PRICE: TOTALPARCELACREAGE: EASEMENTACREAGE: RESERVED AREA: ZONING: FUNDING: MISCELLANEOUS: 5655 Aldrich Lane, Laurel pad of 1000-120.-3-11.11 P&E LLC (Peter Harbes) Monday, August 31,2009 $1,082,659.50 (based on 16.6563 buildable acres @ $65,000/buildable acre) 22.1659 acres 18.3780 acres (includes 1.7217 acres of required subdivision open space as set forth in Planning Board resolution adopted 8/10/09) 3.7879 acres (ODA) A-C CPF 2% Land Bank This property is listed on the Community Preservation Project Plan list. It is located to the north of Town preserved farmland that is also owned by Peter Harbes. Planning Board granted sketch plan approval for Conservation Subdivision on 8/10/09,The Town Board adopted a resolution on 8/25/09 accepting landowners petition and granting approval for an Open Development Area (ODA) on the 3.7879 acres Reserve Area, subject to certain conditions being met.