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HomeMy WebLinkAboutDroskoski, Anna (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 (corner 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: Elizabeth A. Neville Town Clerk Melanie Doroski Sr. Administrative Assistant June 23,2010 ESTATE OF ANNA T. DROSKOSKI to TOWN OF SOUTHOLD Development Rights Easement- 18.8253 acres SCTM #1000-18.-4-7.7 (f/k/a SCTM #1000-t8.-4-p/o 7.1) Betty: Enclosed for safekeeping in your office, please find the following documents: · Original Grant of Development Rights Easement dated May 13, 2010 between the Estate of Anna T. Droskoski by Patricia A. Sepenoski, Executrix and the Town of Southold, recorded in the Suffolk County Clerk's office on 5/19/2010, in Liber D00012625 at Page 238 · Title insurance policy #5111436-0001458e issued by First American Title Insurance Company of New York on May 13, 2010 in the insured amount of $1,421,310.10 (title no. 641-S~03665) · Closing Statement · Original Declaration of Covenants and Restrictions dated May 13, 2010 by Patricia A. Sepenoski, as Executrix under the Last Will and Testament of Anna T. Droskoski, recorded in the Suffolk County Clerk's office on 5/19/2010, in Liber D00012625, at Page 239 Thank you. Melanie encs. cc: Assessors w/copy of recorded easement & survey map last dated 3/26/2010 by Ehlers SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE T~pe of Instrument: EASEMENT N~m~er of Pages: 27 Receipt ~m~er : 10-0059513 TRANSFER TAX NUMBER: 09-23564 District: 1000 Deed Amount: Recorded: At: LIBER: PAGE: Section: Block: 018.00 04.00 EXAMINED AND CHARGED AS FOLLOWS $1,421,310.10 o5/19/2OlO 11:15:41 AM D00012625 238 Lot: 007.007 Received the Following Fees For Page/Filing $135.00 COE $5.00 TP-584 $5.00 Cert. Copies $17.55 Transfer tax $0.00 TRANSFER TAX NUMBER: 09-23564 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 $0 $30 $0 $227 $20 00 $15 00 00 00 00 55 Exempt NO NO NO NO NO JUDITH A. PASCALE County Clerk, Suffolk County 1 4 2010 dUt,a D~PT. OF LAND PRESeRVAtION Number of pages This document will be public record. Please remove all Social Security Numbers prior to recording. Deed / Mortgage Instrument Page / Filing Fee Handling 5. 00 TP-584 Notation EA-52 17 (County) EA-5217 (State) R.P.T.S.A. ~ ~ Comm. of Ed. / 5. 00 Affidav-!t-_. ~ g~tified C0~ Other I 4 J Dist. Real Property Tax Service Agency Verification Deed / Mortgage Tax Stamp FEES SubTotal Sub Total Grand Total I 10010478 zooo oiooo 0400 oo7oo7.~/ ~19-MAY-1.ff CLERK OF SUFFOLK COUi~T7 L [)000i2625 23~ DT~ )9-23564 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 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 Appointm~nt...~_~ 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 inslnunent. 5 Community Preservation Fund Consideration Amount $ CPF Tax Due $ Improved Vacant Land 7 ] ,Ti'tie Company Information Co. N~ne ~w,,c .A]tg~re,~ct- _~c. Suffolk Count ecordin & Endorsement Pa e // /~'"/-.5 ' ,~ 3~- made by: (SPECIFY TYPE OF INSTRUMENT) This page forms part of the attached __ ~- T The premises herein is situated in · SUFFOLK COUNTY, NEW YORK. In the TOWN of ~..~O0 V~o~ In the VILLAGE or HAMLET of ' BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECOI~I3ING OR FILING. GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the / $ day of May, 2010 at Southold, New York. The parties are Estate of Anna T. Droskoski, by Patricia A. Sepenoski, Executrix, 27965 Route 25 (Main Road), Orient, NY 11957 (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") and the United States of America (''United States'') by and through the United States Department of Agriculture (''USDA'') Natural Resources Conservation Service (''NRCS'') acting on behalf of the Commodity Credit Corporation, as its interest appears herein. 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 #1000-18-4-7.1 more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey dated November 11, 2009 and last revised March 26, 2010 prepared by .lohn C. Ehlers Land Surveyor (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"; and WHEREAS, the Property is located in the R-80 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, Natural Recources Conservation Service's (formerly the Soil Conservation Service) Soil Survey of Suffolk County, New York; and WHEREAS, The Federal Farm and Ranch Lands Protection Program's purpose is to assist in the purchase of conservation easements on land with prime, unique, or other productive soil for the purpose of protecting topsoil from conversion to nonagricultural uses (16 U.S.C. 3838h and 3838i). Under the authority of the Farm and Ranch Lands Protection Program, the United States Department of Agriculture, Natural Resources Conservation Service (hereinafter the "United States" or "NRCS") acting on behalf of the Commodity Credit Corporation, has SEVEN HUNDRED FORTY-EIGHT THOUSAND THREE HUNDRED FIVE DOLLARS AND 65/100 ($748,305.65) to the Grantee for the acquisition of this Easement, entitling the United States to the rights identified herein. WHERE,4.,c, 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 WHEREA~, the Property is currently used for row crops; and WHERF__,4S, 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 WHERF_,4S, 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 WHERE.4~, 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 WHERE,4S, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of ONE MILLION FOUR HUNDRED TWENTY-ONE THOUSAND THREE HUNDRED TEN DOLLARS AND 10/100 ($1,421,310.10) 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 H,4 VEAND 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 2 and use restrictions hereinafter set forth, which shall constitute and shall be perpetual servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule "A", free of any mortgages or liens, as set forth in Title Report No. 64:~ - S -03665 of Peconic Abstract, 1'nc. and possesses the right to grant this Easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York 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, conservation and agricultural values of the Property and have the common purpose of preserving these values by limiting nonagricultural uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its 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 Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. in order to aid in identifying and documenting the present condition of the Property's 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 prepared by ,lohn C. Ehlers Land Surveyor dated November 11, 2009 and last revised March 26, 2010, an aerial photograph of the Property, photographs maps on file with the Town Land Preservation Department, and a Phase i Environmental Site Assesment dated October 29, 2009 prepared by Nelson, Pope & Voorhis, LLC. 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. AR'I'~CLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 4 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to 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, posts and wiring, farm irrigation systems, nursery mats, or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any 5 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. AR'I-[CLE TWO SALE GRANTOR, for ONE MTLLION FOUR HUNDRED TWENTY-ONE THOUSAND THREE HUNDRED TEN AND 10/100 ($1,421,310.:L0) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHI~B~-I-ED ACTS From and alter the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as 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. 3.02 Excavation and Removal of Materials; Mining The excavating or filling of the Property, except as may be necessary to construct and maintain permitted structures and improvements on the Property or in connection with necessary drainage or soil conservation programs, shall be prohibited, without the prior written consent of Grantee. Mineral exploitation, and extraction by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials shall not take place, nor shall the topography of the Property be changed, except to construct and maintain the permitted structures and improvements on the Property and for purposes of erosion control and soil management, or in connection with normal agricultural/horticultural activities, without the prior written consent of Grantee. 6 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or § 335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, subdivide the prope~o/, or reconflgure lot lines, provided that one of the resulting parcels contains at least 18.8253 acres of preserved agricultural land and all resulting parcels remain preserved agricultural land and are subject to a development rights easement or other conservation instrument. 3.04 Dumoina 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 Sians 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 Properb/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 Properb/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. 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)-0) of the Agriculture and 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, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the NRCS. 3.09 Conservation Plan All agricultural operations on the Property shall be conducted in a manner consistent with a resource management system (RMS) Conservation Plan (the "Conservation Plan'9 prepared by the NRCS utilizing the standards and specifications of the NRCS Field Office Technical Guide, 7 CFR Part 12 and approved by the Suffolk County Soil and Water Conservation District. All lands enrolled in the Farm and Ranch Lands Protection Program will be subject to the Conservation Plan. Grantor shall give Grantee copies of the Conservation Plan upon request and advise Grantee of amendments thereto so as to enable Grantee to keep its records current. 3.10 Conservation Compliance Provisions of the Conservation Plan As required by Section 12381 of the Food Security Act of 1985, as amended, the Grantor, its, successors, or assigns, shall conduct all agricultural operations on the Property in a manner consistent with a conservation plan (the "Conservation Plan'~ prepared in consultation with NRCS and approved by the Suffolk County Soil and Water Conservation District. This Conservation Plan shall be developed using the standards and specifications of the NRCS Field Office Technical Guide (FOTG) and 7 CFR Part 12 that are in effect on the date of this Easement. However, the Grantor may develop and implement a conservation plan that proposes a higher level of conservation and is consistent with the NRCS Field Office Technical Guide standards and specifications. NRCS shall have the right to enter upon the Property, with advance notice to the Grantor, in order to monitor compliance with the Conservation Plan. In the event of noncompliance with the Conservation Plan, NRCS shall work with the Grantor to explore methods of compliance and give the Grantor a reasonable amount of time, not to exceed twelve months, to take corrective action. If the Grantor does not comply with the Conservation Plan, NRCS will inform Grantee of the Grantor's noncompliance. The Grantee shall take all reasonable steps (including efforts at securing voluntary compliance and, if necessary, appropriate legal action) to secure compliance with the Conservation Plan following written notification from NRCS that (a) there is a substantial, ongoing event or circumstance of non-compliance with the Conservation Plan, (b) NRCS has worked with the Grantor to correct such noncompliance, and (c) Grantor has exhausted its appeal rights under applicable NRCS regulations. If the NRCS standards and specifications for highly erodible land are revised alter the date of this Easement based on an Act of Congress, NRCS will work cooperatively with the Grantor to develop and implement a revised conservation plan. The provisions of this section apply to the highly erodible land conservation requirements of the Farm and Ranch Lands Protection Program and are not intended to affect any other natural resources conservation requirements to which the Grantor may be or become subject. 3.11 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property. 3.12 Development Rights 9 The use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby grants to Grantee all existing development rights (and any further development rights that may be created through a rezoning of the Property) on the Property, except for the right to use the property for agricultural production as set forth in ARTICLE FOUR below and 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. AR'IICLE FOUR GRANTOR'S R~GHTS 4.01 Ownership Subject to the provisions of AR'ITCLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this AR'ITCLE 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 that are not inconsistent with the purpose, and that are not prohibited by, this Easement and that are 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 and for educational or training programs related to agricultural production or activities. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when dead, lO diseased, decayed or damaged or interfering with agricultural production, to thin and prune trees to maintain or improve the appearance of the Properb/, and to mow the Property. 4.05 Agricultural Activities Grantor shall have the right to engage in all 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)-0) of the Agriculture and Markets Law, now or as such Laws and/or Code may be amended, provided that such activity shall be conducted in accordance with the purposes of this Easement and the Conservation Plan. 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. Grantor may offer "U-Pick" operations and/or the use of a corn maze to the general public, provided such activities are conducted in conjunction with seasonal harvests, do no interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in §4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farm stands. 4.06 Structures and Imorovements A. Allowable Improvements. 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, and for the use and enjoyment of any adjoining properties solely for use in agricultural production. l! (ii) Construction of new structures, provided such structures are necessary for or accessory to agricultural production and lot coverage does not exceed ten (10) percent of the Property; Renovation, maintenance and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the primary purpose of the structure remains agricultural; (iv) 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 Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability ]2 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 and the United States Secretary of Agriculture of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, 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 Properb/. 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 OBL][GAT[ONS 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 General ]Indemnification Grantee and the United States have no obligations whatsoever, express or implied, relating to the use, maintenance or operation of the Property. Grantee's or the United States' exercise of, or failure to exercise, any right conferred by this Easement shall not be deemed to be management or control of the activities on the Property. Grantee shall not be liable to Grantor for injuries or death to persons or damage to property or any other harm in connection with Grantee's administration and/or enforcement of this Easement, unless such harm is due to the negligence of Grantee or its agents, in which case liability shall be apportioned accordingly. 13 Grantor shall indemnify and hold harmless Grantee and the United States of America, their employees, agents and assigns from any and all liabilities, claims, demands, losses, expenses, damages, fines, fees, penalties, suits, proceedings, actions and costs of actions, sanctions asserted by or on behalf of any person or gOVernmental authority, and other liabilities (whether legal or equitable in nature and including, without limitation, court costs, and reasonable attorneys' fees and attorneys' fees on appeal) to which Grantee or the United States may be subject to or incur relating to the Property, which may arise from, but are not limited to, Grantor's negligent acts or omissions or Grantor's breach of any representation, warranty, covenant, agreements contained in this instrument, or violations of any Federal, State or local laws, including all Environmental Laws. 5.02A Environmental Warranty "Environmental Law" or "Environmental Laws" means any and all Federal, State, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, guidelines, policies or requirements of any governmental authority regulating or imposing standards of liability or standards of conduct (including common law) concerning air, water, solid waste, hazardous materials, worker and community right-to-know, hazard communication, noise, radioactive material, resource protection, subdivision, inland wetlands and watercourses, health protection and similar environmental health, safety, building and land use as may now or at any time hereafter be in effect. "Hazardous Materials" means any petroleum, petroleum products, fuel oil, waste oils, explosives, reactive materials, ignitable materials, corrosive materials, hazardous chemicals, hazardous wastes, hazardous substances, extremely hazardous substances, toxic substances, toxic chemicals, radioactive materials, infectious materials and any other element, compound, mixture, solution or substance which may pose a present or potential hazard to human health or the environment. Grantor warrants that it is in compliance with and shall remain in compliance with, all applicable Environmental Laws. Grantor warrants that there are no notices by any governmental authority of any violation or alleged violation of, non-compliance or alleged non-compliance with or any liability under any Environmental Law relating to the operations or conditions of the Property. Grantor further warrants that it has no actual knowledge of a release or threatened release of any Hazardous Materials on, at, beneath or from the Property, as such substances and wastes are defined by applicable Federal and State law. ]4 Moreover Grantor hereby promises to hold harmless and indemnify the Grantee and the United States against all litigation, claims, demands, penalties and damages, including reasonable attorneys' fees, arising from or connected with the release or threatened release of any Hazardous Materials on, at, beneath or from the Property, or arising from or connected with a violation of any Environmental Laws by Grantor or any other prior owner of the Property. Grantor's indemnification obligation shall not be affected by any authorizations provided by Grantee or the United States to Grantor with respect to the Property or any restoration activities carried out by Grantee at the Property; provided, however, that Grantee shall be responsible for any Hazardous Materials contributed after this date to the Property by Grantee. 5.03 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 Properb/. 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 Easement and its purposes and provisions are being upheld. Representatives of the United States Department of Agriculture shall also have the right to enter the Property for monitoring conservation plan implementation, upon prior notice to Grantor and not more frequently than annually without Grantor's consent. 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 Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within 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 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 16 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. Under this Grant of Development Rights Easement, the United States is granted the right of enforcement in order to protect the public interest. The Secretary of the United States Department of Agriculture (the Secretary) or his or her assigns, on behalf of the United States, may exercise this right of enforcement under any authority available under State or Federal Law if the Town of Southold fails to enforce any of the terms of this instrument, as determined in the sole discretion of the Secretary. 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. Nailed 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. Nailed 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. Mailed notice to the United States shall be addressed to the State Conservationist, Natural Resources Conservation Service, The Galleries of Syracuse, 441 South Salina Street, Suite 354, Syracuse, New York 13202 - 2450. Notice shall be deemed given and received as of the date of its manual delivery or three business days alter the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SM 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. 6.06 ExtinQuishment/Condemnation At the mutual 'request of Grantor, Grantee and the United States of America, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or 17 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, approved in advance by the United States Department of Agriculture NRCS, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be payable to the Grantee in proportion to the value attributable to the development rights transfer, red hereby, in accordance with Section 7.12 (Proceeds). ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding 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 Grantor(s) and with the written approval of the Secretary of the United States Department of Agriculture, 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 Internal 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 requirements of §170(h). Any such lg 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, therealter, ratified by a mandatory referendum by the electors of the Town of $outhold. 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. The United States of America shall also consent to any such alienation. In addition to the limitations set forth above, Grantee shall have the right, to transfer all or part of this Easement to any public agency, or private non- governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement. Any easement transfer must be approved by the Grantor or any subsequent owner, and the United States Department of Agriculture, NRCS. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. The United States Department of Agriculture, NRCS, will be notified in writing, in advance of such transfer. The NRCS State Office must approve the choice of any new non-governmental organization in advance of any transfer of this Easement. 7.04 Severabilitv Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. ]~nstead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York Law applicable to deeds to and easements on land located within the State of New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was dralted 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 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 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction 2O 7.11 Proceeds The grant of this Easement gives rise to a property right, immediately vested in Grantee and the United States, which, for purposes of calculating proceeds from a sale or other disposition of the Property as contemplated under Section 6.06 (Extinguishment of Easement), shall have a value equal to a percentage of the value of the Property unencumbered by this Easement (the "Proportionate Share"). The Proportionate Share is determined by dividing the value of this Easement, calculated as of the date hereof, by the unencumbered value of the Property, also calculated as of the date hereof. The Proportionate Share is 76%. The Proportionate Share shall remain constant (subject to reasonable adjustment to the extent permissible under §170(h) of the Internal Revenue Code for any improvements which may hereafter be made on the Property). If any part or all of this Easement is extinguished pursuant to Section 6.06, the proportional shares of the Grantee and the United States of America are 45%, and 50%, respectively, representing the proportion each party contributed to the purchase price of the Easement 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. ESTATE OF ANNA T. DROSKOSKI, Grantor ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee A. Russell Supervisor Acceptance of Property Interest by the Natural Resources Conservation Service 21 The Natural Resources Conservation Service, United State Department of Agriculture, an agency of the United States Government, hereby accepts and approves the foregoing Grant of Development Rights Easement, and the rights conveyed therein, on behalf of the United States of America. s or//~ a~ e~'r.~i~te Conservat~ State of New York ) County of ), ss: On the ! 3, day of /'~2Aw' in the year 2010 before me, the undersigned, personally appeared Patricia A. Spenoski, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, as Executrix, execute~t o__n ~f Anna m Droskoski. gn ~f i g cknowledgement ~ Stephen P. Sp~nburgh ~. No~ Publlc-b-'tate o~ New York STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: ~ ~Com~m~Exp~oct~o~3 On this/3 day of/~,~¥ in the year 2010 before me, the undersigned, personally appeared Scott A. Russell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Supervisor of the Town of Southold, and that by his signature on the~bove instrument executed this instrument on behalf of the Notary Publid STATE OF NE COUNTY OF !YQRK, A ) StePhen P. ~mnburgh.,o~ Notary Pu~St~te ol New OuaUl~d My O~)mm~ss~n Explm~ Oct. 22 On this z day of ~/'~'~/ in the year 2010 before me, the undersigned, personally appeared Astor F. Boozer, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as State Conservationist, and that he signed the above instrument on behalf of the Unit~ States of America, ff6ta'~,'-' '"/-'/,~ ~ KIMBERLEY A. STIN$ON Notaxy Public No. 01ST5089252 County of Madison, Stato of N.Y. Commission Ex~ircs: December 8, ~//~ 23 Title No.: 641-S-03665 Amended 516110 Schedule A Description - DEVELOPMENT RIGHTS EASEMENT ALL that certain plot, piece or parcel or land, situate, lying and being at Orient, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument located on the northerly side of Main Road S.R. 25 from the corner formed by the intersection of the westerly side of Brown's Hill Road with the northerly side of Main Road S.R. 25; RUNNING THENCE along the northerly side of Main Road S.R. 25 South 79 degrees 20 minutes 40 seconds West 203.35 feet to the development rights easement area about to be described and the true point or place of BEGINNING. THENCE along the northerly side of Main Road S.R. 25 South 79 degrees 20 minutes 40 seconds West 53.65 feet to land now or formerly of Sepenoski; THENCE along said land now or formerly of Patricia Sepenoski North 31 degrees 54 minutes 50 seconds West, 300.00 feet; THENCE South 75 degrees 08 minutes 20 seconds West, 260.25 feet; THENCE South 47 degrees 20 minutes 30 seconds West, 134.50 feet; THENCE North 42 degrees 39 minutes 30 seconds West 1377.39 feet to a monument; THENCE North 60 degrees 49 minutes 40 seconds Wt~t 330.24 feet; THENCE North 55 degrees 33 minutes 10 seconds East 277.71 feet to the westerly side of Brown's Hill Road; THENCE along the westerly side of Brown's Hill Road South 42 degrees 39 m in utes 30 seconds East 1274.12 feet; --page2-- THENCE South 47 degrees 20 minutes 30 seconds West 182.13 feet; THENCE South 42 degrees 39 minutes 30 seconds East 117.29 feet; THENCE South 31 degrees 54 minutes 50'seconds East 319.45 feet to the northerly side of Main Road S.R. 25 and the TRUE POINT OR PLACE OF BEGINNING. JOHN C. EHLERS LAND SIJRVE¥OR Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company of New York POLICY NUMBER 5111436-0001458e Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK, a New York corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: Title being vested other than as stated in Schedule A. 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) failura of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expirad, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Tifle by a governmental authority due or payable, but unpaid. (c) Any encreachment, encumbrance, violation, variation, or adverse cimumstance 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. (Covered Risks Continued on Page 2) In Witness Whereof, First Amedcan Title Insurance Company of New York has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title Insurance Company of New York Steven Napolitano President Antonio Vozza Secretary For Reference: File #: 641-S-03665 (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 20{)6-2009 American Land 'rifle Association. All rightS resell'ed. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use All other uses ere prohibited Reprinted under license from the American Land Tit~e Association I Forrn 5111436 (8/1/09) Page 1 of 5 I ALTA Owner's Policy of Title Insurance (6-1 7-06) New York Policy #: 5111436-0001458e COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) ' cestricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdMsion 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 enfome, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding o~ the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Lind occurring pdor to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of trensfer vesting Title as shown in Schedule A constitutes a preferential transfer under federel bankruptcy, state insolvency, or similar creditors' rights laws by mason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attomeys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by mason of: 1. (a) Any law, ordinance, permit, or governmental regulation {including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, er location of any imprcvement 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 l(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in wdting to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy. (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. Any claim, by mason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent trensfer; or (b) a preferential transfer for any mason not stated in Covered Risk 9 of this policy. Any lien on the Title for real estate taxes or assessments imposed by govemmental 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. Form 5111436 (SI1/09) Page 2 of 5 I ALTA Owner's Policy of Title Insurance (6-17-06) New York Policy #: 5111436-0001458e CONDITIONS DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": Acorporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Tifie of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. {e) "Insured Claimant": An Insured claiming loss or damage. (t} "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real properly to purchasers for value and without Knowledge. With respect to Covered Risk 5{d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States Distdct Court for the district where the Land is located. (j) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Tifie, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the dght, 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 Form 5111436 (8/1/09) Page 3 of 5 I ALTA Owner's Policy of Title Insurance (6-17-06) New York Policy #: 5111436-0001458e other act that in its opinion may be necessary or desirable to · establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exemise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSUREB CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the dght to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in secudng evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration oftheclaim. Failureofthe Insured Claimantto submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. CONDITIONS (Continued) 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the dght to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5111436 (8/1/09) Page 4 of 5 I ALTA Owner's Policy of Title Insurance (6-17~06) New York Policy #: 5111436-0001458e 9. LIMITATIGN OF LIABILITY (a) If the Company establishes the Title, or removes the alleged · defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully pen~ormed 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 litigafion, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the dghts 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 CONDITIONS (Continued) controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim adsing out of the transaction giving dse to this policy. All 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. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT {a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. t6. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full rome and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the dsks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enfome the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of Amedca or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company of New York, Attn: Claims National Intake Center, '1 First American Way; Santa Ana, CA 92707. Phone: 888-632-1642. I Form 5111436 (8/1/09) Page 5 of 5I ALTA Owner's Policy of Title Insurance (6-17-06 New Yod TITLE NO. 641-S-03665 POLICY NO. 5111436-0001458e SCHEDULE A AMOUNT OF INSURANCE: $1,421,310.10 DATE OF POLICY: 5/13/10 1. NAME OF INSURED: TOWN OF SOUTHOLD 2. THE ESTATE OR INTEREST IN THE LAND WHICH IS COVERED BY THIS POLICY IS: DEVELOPMENT RIGHTS 3. TITLE TO THE ESTATE OR INTEREST IN THE LAND IS VESTED IN: PATRIClA A. SEPENOSKI, EXECUTRIX UNDER THE LAST WILL AND TESTAMENT OF ANNA T. DROSKOSKI DATED 1127/71 AND RECORDED 1/27/71 IN LIBER 6876 PAGE 395. 4. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS: TAX MAP DESIGNATION: 11)00-018.00-04.00.PART OF 007.001 NOW KNOWN AS 007.007 STREET ADDRESS: 28105 ROUTE 25, ORIENT, NY Peconic Abstract, Inc. Title No.: 641-S-03665 Amended 5/13/10 Schedule A Description - DEVELOPMENT RIGHTS EASEMENT ALL that certain plot, piece or parcel or land, situate, lying and being at Orient, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument located on the northerly side of Main Road S.R. 25 from the corner formed by the intersection of the westerly side of Brown's Hill Road with the northerly side of Main Road S.R. 25; RUNNING THENCE along the northerly side of Main Road S.R. 25 South 79 degrees 20 minutes 40 seconds West 203.35 feet to the development rights easement area about to be described and the true point or place of BEGINNING. THENCE along the northerly side of Main Road S.R. 25 South 79 degrees 20 minutes 40 seconds West 53.65 feet to land now or formerly of Sepenoski; THENCE along said land now or formerly of Patricia Sepenoski North 31 degrees 54 minutes 50 seconds West, 300.00 feet; THENCE South 75 degrees 08 minutes 20 seconds West, 260.25 feet; THENCE South 47 degrees 20 minutes 30 seconds West, 134.50 feet; THENCE North 42 degrees 39 minutes 30 seconds West 1377.39 feet to a monument; THENCE North 60 degrees 49 minutes 40 seconds East 330.24 feet; THENCE North 55 degrees 33 minutes 10 seconds East 277.71 feet to the westerly side of Brown's Hill Road; THENCE along the westerly side of Brown's Hill Road South 42 degrees 39 minutes 30 seconds East 1274.12 feet; --page 2.. THENCE South 47 degrees 20 minutes 30 seconds West 182.13 feet; THENCE South 42 degrees 39 minutes 30 seconds East 117.29 feet; THENCE South 31 degrees 54 minutes 50 seconds East 319.45 feet to the northerly side of Main Road S.R. 25 and the TRUE POINT OR PLACE OF BEGINNING. SCHEDULE B POLICY NO.: 5111436-0001458e TITLE NUMBER: 641-S-03665 EXCEPTIONS FROM COVERAGE This Policy does not insure loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: Special Exceptions: 1) Survey by John C. Ehlers, LS, dated 11111/09 and 3/26110 shows vacant land; variations between fences and all record lines; also shows the area of the farm road on the west and north side of property. Company excepts changes made since date of said survey. 2) Grant of Development Rights dated 5/13110 and recorded 5119110 in Liber 12625 page 238. 3) Covenants and Restrictions dated 5113/10 and recorded 5/19/10 in Liber 12625 page 239. First American Title Insurance Company of New York STANDARD NEW YORK ENDORSEMENT (OWNER'S POLICY) Title No. 641-S-03665 Attached to and made part of First American Title Insurance Company of New York Policy 1. Covered Risk Number 2(c) is deleted. 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. 3. 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 shown in Schedule A of this policy." 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. IN WITNESS WHEREOF, First American Title Insurance Company of New York has caused this Endorsement to be signed and sealed on its date of issue set forth herein. Dated:5/13/10 Countersigned First American Title Insurance Company of New York Authorized Signatory .lames 1'4. Orphanides, President STANDARD NEW YORK ENDORSENENT (1/1/07) FOR USE WITH ALTA OWNER'S POLICY (6-06) CLOSING STATEMENT PATRICIA A. SEPENOSKI, as Executrix under the Last Will and Testament of ANNA T. DROSKOSKI, deceased to TOWN OF SOUTHOLD Total Development Rights Easement- 18.8253 acres Total Parcel Acreage - 21.2558 acres Reserved Area (east) - 2.1120 acres Reserved Area (west) - 0.3185 acre Total Reserved Areas Acreage - 2.4305 acres Premises: 28105 Main Road (Rt. 25) Orient Part of SCTM #1000-18.-4-7.1 Closing took place on May 13, 2010 at 1:00 p.m., Southold Town Hall Annex Purchase Price of $1,421,310.10 (based upon 18.8253 buildable acres $75,500/buildable acre) disbursed as follows: Payable to Estate of Droskoski Check #105310 (5/13/10) $ 1,421,310.10' *eligible for partial reimbursement from USDA-NRCS awarded grant 73-2C31-9-042 Expenses of Closing: Appraisal, Updates and Supplemental Payable to Lawrence Indimine Consulting Group $ Check #95585 (4/22/08) Payable to Lawrence Indimine Consulting Group $ Check #I0016 (4/21/09) Payable to Lawrence Indimine Consulting Group $ Check #104499 (3/9/10) Payable to Lawrence Indimine Consulting Group $ Check #105408 (5/18/10) 3,600.00 1,400.00 3,200.00 1,500.00 Survey Payable to John C. £hlers Land Surveyor Check #103513 (12115109) $ 2,650.00 Environmental Report (Phase I ESA) Payable to Nelson, Pope & Voorhis, LLC Check #103213 (11/17/09) $ 1,100.00 Title Report (title #641-S-03665) Payable to Peconic Abstract, Inc. Check #105311 (5/13/10) Title insurance policy Recording easement Certified Copy Recording C&R's $ 6052 $ 350 $ 20 $ 200 $ 6,622.00 Title Closer Attendance Fee Payable to Stephen Spanburgh Check #105312 (5/13110) $ 100.00 Those present at Closing: Scoff A. Russell Lisa Clare Kombrink, Esq. Patricia A. Sepenoski Abigail A. Wickham, Esq. Kristen Rishe Stephen Spanburgh Melissa Spiro Melanie Doroski Southold Town Supervisor Attorney for Town of Southold Seller/Executrix Attorney for Seller Seller's daughter Title Company Closer Land Preservation Coordinator Land Preservation Sr Administrative Asst TOWN OF SOUTHOLD VENDOR 0046~6 ESTATE OF DROSKOSKI 05/13/2010 FUND & ACCOUNT P.O.fi I~VOICE CHECK 105310 DESCRIPTION AMOUNT 18.8253 ACHES OPEN SPA 1,421,310.10 TOTAL 1,421,310.10'1 H2 .8686~.2 000.000 TBR869 051310 ~ ~H[~NDRED AND 00/10D~ DOLLARS ,,'0955a5.' 1:0~&~05~6~.: 63 00000~ 0~ H3 .8660.2.500.200 18242 31 APPRAISAL-DROSKOSKI 3,600.00 TOTAL 3,600.00 GL108S 20 TOWN OF SOUTHOLD View i ** Actual Hi Vendor.. 011893 LAWRENCE INDIMINE C Y=Select - JE Date Trx. Date Fund Account ............................. Begi 4/22/2008 4/22/2008 H3 .600 4/21/2009 4/21/2009 H3 .600 3/09/2010 3/09/2010 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-04222008-363 Line: 247 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 4/22/2008 SDT 4/18/08 : : Trx Amount... 3,600.00 : : Description.. APPRAISAL-DROSKOSKI : : Vendor Code.. 011893 : : Vendor Name.. LAWRENCE INDIMINE CONSUL : : Alt Vnd.. : : CHECK ........ 95585 SCNB : : Invoice Code. 31 : : VOUCHER ...... : : P.O. Code .... 18242 : : Project Code. : : Final Payment F Liquid. : : Type of 1099. N BOX. Addl. : : Fixed Asset.. Y : : Date Released 4/22/2008 : : Date Cleared. 6/30/2008 : : F3=Exit F12=Cancel : : : TOWN OF SOU~tOLD . SOUTHOLD, NY 11971-0959 TOWN OF SOUTHOLD V~/~DOR 011893 LAWRENCE INDIMINE CONSULT CORP 04/2i/2009 CHECK 100616 ~ & ACCOUNT P.O.~ INS~OICE DESCRIPTION ~/~OUNT H3 .8660.2.500.200 19290 114 APPRAIS~J~-DROSKOSKI 1,400.00 TOTAL 1,400.00 GL108S 20 TOWN OF SOUTHOLD View I ** Actual Hi Vendor.. 011893 LAWRENCE INDIMINE C Y=Select - JE Date Trx. Date Fund Account ............................. Begi 4/22/2008 4/22/2008 H3 .600 4/21/2009 4/21/2009 H3 .600 3/09/2010 3/09/2010 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-04212009-659 Line: 200 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 4/21/2009 SDT 4/17/09 : : Trx Amount... 1,400.00 : : Description.. A~PRAISAL-DROSKOSKI : : Vendor Code.. 011893 : : Vendor Name.. LAWRENCE INDIMINE CONSUL : : A~t Vnd.. : : CHECK ........ 100616 SCNB : : Invoice Code. 114 : : VOUCHER ...... : : P.O. Code .... 19290 : : Project Code. : : Final Pal~ment F Liquid. : : T~pe of 1099. N BOX. Addl. : : Fixed Asset.. Y : : Date Released 4/21/2009 : : Date Cleared. 4/30/2009 : : F3=Exit F12=Cancel : : : TOWN OR $OUTHOLD VENDOR 011893 LAWRENCE INDIMINE CONSULT CORP 03/09/2010 CHECK 104499 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION H3 .8660.2.500.200 20140 000195 DROSKOSKI ESTATE-ORIENT TOTAL AMOUNT 3,200.00 3,200.00 GL108S 20 TOWN OF SOUTHOLD View I ** Actual Hi Vendor.. 011893 LAWRENCE INDIMINE C Y=Select - JE Date Trx. Date Fund Account ............................. Begi .~ 4/22/2008 4/22/2008 H3 .600 4/21/2009 4/21/2009 H3 .600 ~ 3/09/2010 3/09/2010 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-03092010-720 Line: 93 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 3/09/2010 SDT 3/09/10 : : Trx Amount... 3,200.00 : : Description.. DROSKOSKI ESTATE-ORIENT : : Vendor Code.. 011893 : : Vendor Name.. LAWRENCE INDIMINE CONSUL : : Alt Vnd.. : CHECK ........ 104499 SCNB : Invoice Code. 000195 : VOUCHER ...... : P.O. Code .... 20140 : Project Code. : Final Palnnent F Liquid. : Ty~e of 1099. N BOX. : Fixed Asset.. Y : Date Released 3/09/2010 : Date Cleared. : F3=Exit F12=Cancel : : Addl. ~,3 O0000N Lawrence Indimine Consulting Corp. PO Box 1453 Smithtown, NY 11787 (631) 979-2735 Date 4/14/2010 Invoice Invoice207 # Bill To Town of Southold Department of Land Preservation PO Box 1179 Sou[hold, NY 11971-0959 Description Prepare Supplemental Report for Property of Anna T. Droskoski Located 28105 State Rout~ 25, Orient, NY SCTM # 1000-184 part of 7.1 File # 10020A 10 Hours ~ $150 per hoar Amount 1,500.00 GL108S 20 TOWN OF SOUTHOLD View I ** Actual Hi Vendor.. 011893 LAWRENCE INDIMINE C Y=Select - JE Date Trx. Date Fund Account ............................. Begi ,, 4122/2008 4/22/2008 H3 .600 ,, 4/21/2009 4/21/2009 H3 .600 ,, 3/09/2010 3/09/2010 H3 .600 .. 4/20/2010 4/20/2010 H3 .600 4/20/2010 4/20/2010 H3 .600 ~ 5/18/2010 5/18/2010 Ha .600 F2=Shift Up F3=Exit F10=Prev View Select Record(s) or Use Action Code Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-05182010-473 Line: 200 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 5/18/2010 SDT 5/18/10 : : Trx Amount... 1,500.00 : : Description.. SUPP APPRAISAL-DROSKOSKI : : Vendor Code.. 011893 : : Vendor Name.. LAWRENCE INDIMINE CONSUL : : Alt Vnd.. : : CHECK ........ 105408 SCNB : : Invoice Code. 207 : : VOUCHER ...... : : P.O. Code .... 20143 : : Project Code. : : Final Payment F Liquid. : : Type of 1099. N BOX. Addl. : : Fixed Asset.. Y : : Date Released 5/18/2010 : : Date Cleared. : : F3=Exit F12=Cancel : : : Total $1,500.00 TOWN OF SOUTHOLD VENDOR 011893 LAWRENCE INDIMINE CONSULT CORP 05/18/2010 CHECK 105408 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H3 .8660.2.500.200 20143 207 SUPP APPRAISAL-DROSKOSKI 1,500.00 TOTAL 1,500.00 TOWN OF SOUTHOLD VENDOR 005322 JOHN C. EHLERS 12/15/2009 CHECK 103513 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION H3 .8660.2.600.100 20133 2007143 DROSKOSKI ESTATE SURVEY TOTAL AMOUNT 2,650.00 2,650.00 GL108S 20 TOWN OF SOUTHOLD View i ** Actual Hi Vendor.. 005322 EHLERS/JOHN C. Y=Select - JE Date Trx. Date Fund Account ......................... Use 12/19/2006 12/19/2006 H3 .600 3/13/2007 5/08/2007 7/03/2007 9/11/2007 4/08/2008 3/13/2007 5/08/2007 7/03/2007 9/11/2007 4/08/2008 6/03/2008 6/03/2008 11/18/2008 11/18/2008 12/16/2008 12/16/2008 12/15/2009 12/15/2009 H3 .600 H2 .600 H2 .600 H2 .600 H3 .600 H3 .600 H3 .600 H3 .600 H3 .600 Acti F2=Shift Up F3=Exit F10=Prev View Select Record(s) or Use Action Code Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-12152009-810 Line: 126 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 12/15/2009 SDT 12/15/09 : : Trx Amount... 2,650.00 : : Description.. DROSKOSKI ESTATE SURVEY : : Vendor Code.. 005322 : : Vendor Name.. EHLERS/JOHN C. : : Alt Vnd.. : : CHECK ........ 103513 SCNB : : Invoice Code. 2007143 : · VOUCHER · : P.O. Code .... 20133 : : Project Code. : : Final Payment F Liquid. : : T~pe of 1099. M BOX. 07 Addl. : : Fixed Asset.. Y : : Date Released 12/15/2009 : : Date Cleared. 12/31/2009 : : F3=Exit F12=Cancel : : : TOWN OF $OUTHOLD VENDOR 014161 NELSON, POPE & VDORHIS, LLC 11/17/2009 CHECK 103213 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H3 .8660.2.600.100 20132 7052 PHASE 1 ESA-DROSKOSKI 1,100.00 TOTAL 1,100.00 GL108S 20 TOWN OF SOUTHOLD View I ** Actual Hi Vendor.. 014161 NELSON, POPE & VOOR Y=Select - JE Date Trx. Date Fund Account ......................... Use Acti 5/19/2009 5/19/2009 6/16/2009 6/30/2009 7/14/2009 5/19/2009 A 5/19/2009 B 6/16/2009 A 6/30/2009 A 7/14/2009 B 8/11/2009 8/11/2009 H3 11/17/2009 11/17/2009 H3 1/19/2010 1/19/2010 A 600 600 600 600 600 600 600 600 F2=Shift Up F3=Exit F10=Prev View Select Record(s) or Use Action Code Disburs Inquizy by Vendor Name .............. Detail--GL100N .............. : W-11172009-536 Line: 176 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 11/17/2009 SDT 11/16/09 : : Trx Amount... 1,100.00 : : Description.. PHASE i ESA-DROSKOSKI : : Vendor Code.. 014161 : : Vendor Name.. NELSON, POPE & VOORHIS, : : Alt Vnd.. : : CHECK ........ 103213 SCNB : : Invoice Code. 7052 : : VOUCHER ...... : : P.O. Code .... 20132 : : Project Code. : : Final Payment F Liquid. : : T~pe of 1099. M BOX. 07 Addl. : : Fixed Asset.. Y : : Date Released 11/17/2009 : : Date Cleared. 11/30/2009 : : F3=Exit F12=Cancel : : : ~]OUl TOWN OF SOUTHOLD VENDOR 016139 PECONIC ABSTR3~CT, INC. 05/13/2010 CHECK 105311 FUND & ACCOUNT P.O.# INVOICE DEscRIPTION AMOUNT H2 .8686.2.000.000 TBR869 641-S-03665 DROSKOSKI EST-REC FEES 6,622.00 TOTAL 6,622.00 TOWN OF SOUTHOLD VENDOR 019620 STEPHEN SPANBURGH 05/13/2010 CHECK 105312 FUND & ~CCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR869 641-S-03665 DROSKOSKI EST-ATTEND FEE 100.00 TOTAL 100.00 MELISSA A. SPIRO LAND PRESERVATION COORDINATOR m¢lissa.spiro~town.southold.ny.us Telephone (631) 765-571 l 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: P.O. Box 1179 Southold, NY 11971-0959 To: Supervisor Russell Town Board Town Clerk Land Preservation Committee Town Attorney Planning Board Suffolk County Division of Real Estate Tax Assessors Building Department Data Processing Town Comptroller Stewardship Managers Peconic Land Trust, Inc. The Nature Conservancy From: Melissa Spiro, Land Preservation Coordinator Date: May 13, 2010 Re: ESTATE OF ANNA T. DROSKOSKI to TOWN OF SOUTHOLD Part of SCTM #1000-18.-4-7.1 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: 28105 Main Road (Route 25), Odent SCTM #: part of 1000-18.-4-7.1 PROPERTY OWNER: Patricia A. Sepenoski, as Executrix under the Last Will and Testament of Anna T. Dreskoski, deceased PURCHASE DATE: Thursday, May 13, 2010 PURCHASE PRICE: $1,421,310.10 (based on 18.8253 buildable acres @ $75,500/buildable acre) TOTAL PARCEL ACREAGE: 21.2558 acres EASEMENTACREAGE: 18.8253 acres RESERVED AREA (east): 2.1120 acres RESERVED AREA (west): 0.3185 acre - Landowner intends to apply for a lot line change to merge this area with existing residential lot ZONING: R-80 FUNDING: CPF 2% Land Bank (bonded funds) and partial reimbursement ($748,305.65 anticipated) from a USDA-NRCS awarded FRPP grant MISCELLANEOUS: This property is listed on the Community Preservation Project Plan list. The property is located to the east of farmland on which Peconic Land Trust, Inc. holds a conservation easement, and is across the street from Town preserved agricultural land. The farmland is planted in row crops. SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE T~pe of Instrument: DECLARATION Number of Pages: 6 Receipt Number : 10-0059513 District: 1000 Recorded: At: 05/19/2010 11:15:41 AM Page/Filing COE TP-584 Cert. Copies LIBER: D00012625 PAGE: 239 Section: Block: Lot: 018.00 04.00 007.007 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt $30.00 NO Handling $20.00 NO $5.00 NO NYS SRCHG $15.00 NO $0.00 NO Notation $0.00 NO $7.50 NO RPT $30.00 NO Fees Paid $107.50 IS A PART OF THE INSTRUMENT THIS IS NOT A BILL THIS PAGE JUDITH A. PASCALE County Clerk, Suffolk County DEPT. OF LAND PRESERVATION r This document will be public record. Please remove all Social Security Numbers prior to recording. Deed / Mortgage Instrument Page / Filing Fee Deed / Mortgage Tax Stamp Handling 5. 00 TP-584 Notation EA-52 17 (County) Sub Total EA-5217 (State) Comm. of Ed. 5. 00 Affidavit ~ Other Sub Total I 4 ~ Dist. Real Property/ //~P~T, S~ Tax Service -- Agency Verification 1000 01800 0400 007007t/~) ,/ 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD & RETURN TO: ~ //¢~1 Mail to: Judith A. Pascale, Suffolk County Clerk 310 Center Drive, Riverhead, NY 11901 www. suffolkcountyny, gov/clerk REOr~RbE[, 20i0 Mag i9 ii:15:4i JU[:'£TH A, P~SCgLE CLERK OF SUKFOLK L D00012625 P 23? I. 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 AppoinUnent 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. r 5, l md Consideration Amount $ CPF Tax Due $ Improved Vacant Land s Suffolk Count R or_din & Endorsement Pa e This page forms part of the attached '; J ~.~--~L d~7'/~ ,~ made by: ~ (SPECIFY TYPE OF INSTRUMENT) ~D C.: ,6-~/O ~/c/ ,'. The premises herein is situated in SUFFOLK COUNTY, NEW YORK. TO In thc TOwN of ~c_)O 7-Co.. '~ In the VILLAGE or HAMLET of BOXES 6 THRU $ MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECO~I~ING OR FILING. DECLARATION OF COVENTANTS AND RESTRICTIONS DECLARATION, made May 13, 2010, by PATRICIA A. SEPENOSKI, as Executrix under the last will and Testament of Anna T. Droskoksi, deceased, residing at 27965 Route 25, Orient, New York 11957, hereinafter referred to as the Declarant. WHEREAS, the Declarant is the owner of certain real property situate at Main Road, Oreint, Town of Southold, County of Suffolk and State of New York, known as SCTM # 1000-18-4-7.1. (the "Farm Parcel"), and WHEREAS, the Declarant is conveying the development rights to 18. 825 acres of the Farm Parcel to the Town of Southold, and is reserving from the development rights sale, inter alia a portion of the Farm Parcel shown as "Development Rights Intact Area of 13,872 square feet or 0.3185 acre" on a survey dated November 11, 2009 and last revised March 26, 2010, prepared by John C. Ehlers Land Surveyor, a reduced copy of which is attached hereto and made a part hereof, and described on Schedule A annexed hereto, hereinafter referred to as the "Southwest Comer Area"; and WHEREAS, the Declarant has requested that the Southwest Comer Area be excluded from the sale of development rights so that an application can be made to the appropriate municipal agencies to modify the lot line of the Farm Parcel and merge the Southwest Corner Area with the adjacent residential parcel to the Southeast or to the South; and WHEREAS, if approval for such lot line change is not granted, the Southwest Comer Area will remain part of the Farm Parcel; and WHEREAS, the Southwest Comer Area is not intended or designed for residential use; and WHEREAS, for and in consideration of the sale of development rights to a portion of the Farm Parcel, the Town of Southold has required a covenant that the Southwest Corner Area be restricted from future construction of a dwelling or from a dwelling use, and that the within Declaration be recorded in the Suffolk County Clerk's Office, and WHEREAS, the Declarant has considered the foregoing and determined that the same will be for the best interests of the Town, the Declarant and subsequent owners of said parcels. NOW, THEREFORE, THIS DECLARATION WITNESSETH: That the Declarant, in consideration of the intentions above expressed, does hereby covenant and agree that the Southwest Corner Area described in Schedule A shall hereafter be subject to the following covenants and restrictions which shall mn with the land and shall be binding upon all purchasers and holders of said premises, their heirs, executors, legal representatives, distributes, successors and assigns, to wit: 1. No dwelling or accessory dwelling, guesthouse or other residential dwelling structure shall be constructed on the Southwest Comer Area, whether same remains part of the Farm Parcel or is merged with other adjoining property. 2. The Southwest Comer Area may not be subdivided from the Farm Parcel, except to be merged via lot line change with an adjacent residential parcel; 3. This Declaration shall not preclude the imposition by the Declarant of additional restrictions on the use of the Southwest Comer Area. IN WITNESS WHEREOF, the Declarant above named has executed the foregoing Declaration the day and year first above written. Patricia A. Sepenoski, Executrix STATE OF NEW YORK, COUNTY OF SUFFOLK, ss.: On May 13, 2010, before me the undersigned, a Notary Public in and for said State, personally appeared Patricia A. Sepenoski, personally know to me or proved to me on the basis of satisfactory evidence that he executed the same in his capacity and that by his ~ ty~a~ich signature on the instrument, the individual, or the person or ti the individual acted, executed the instrurne~ ~"~bl~ ~/ ' (--. NO ary ! Inc. Titie No.: 641-S-03665 Amended 5/6110 Schedule A Description - FOR INFORMATION ONLY- RESERVEO AREA ON THE WEST ALL that certain plot, piece or parcel or land, situate, lying and being at Orient, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the northerly side of Main Road S.R. 25 from the comer formed by the intersection of the of the westerly side of Brown's Hill Road with the northerly side of Main Road S.R. 25 and running the following three (3) courses and distances: 1) South 79 degrees 20 minutes 40 seconds West 257.00 feet to land now or formerly of Patricia Sepenoski; 2) North 31 degrees 54 minutes 50 seconds West, 300.00 feet; 3) South 75 degrees 08 minutes 20 seconds West, 260.25 feet to the northeasterly corner of the reserved area about to be described and the true point or place of beginning; THENCE southerly along the westerly side of land now or formerly of Droskoski, South 31 degrees 54 minutes 50 seconds East, 140.00 feet; THENCE South 73 degrees 05 minutes 50 seconds West, 120.38 feet to a monument; THENCE North 42 degrees 39 minutes 30 seconds West, 85.25 feet; THENCE North 47 degrees 20 minutes 30 seconds East, 134.50 feet to the northeasterly corner of the reserved area and the true point or place of BEGINNING. JOHN C. EHLERS LAND SURVEYOR