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HomeMy WebLinkAboutL 12676 P 903I I SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Ty~eof Instrument: EASEMENT Number of Pages: 33 Receipt Number : 11-0126069 TRANSFER TAX NUMBER: 11-07730 District: 1000 Deed Amount: Recorded: At: LIBER: PAGE: Section: Block: 019.00 01.00 EX~MINED AND CHAKG~D AS FOLLOWS $2,535,245.60 Received the Following Fees For Above Instrument Exempt Page/Filing $165.00 NO Handling COE $5,00 NO N~$ SRCHG TP-584 $5.00 NO Notation Cert. Copies $21.45 NO RPT Transfer tax $0.00 NO Con~.Pres Fees Paid TRANSFER TAXNUMBER: 11-07730 THIS PAG~ IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk Count~ 11/17/2Oll 11:34:20 AM D00012676 903 Lot: 008.008 $20 00 $15 oo $0 oo $30 00 $o oo $261 45 Exempt NO NO NO NO NO Number r,f pages 5/~1 "~/'his document will be Public record. Please remove all Social Security Numbers prior to recording, RECD~ED 2011 Nc~ 17 11:~4_.20 fltl JUDITH A, PASC~LE CLERK OF ~dJFFOLI( COtdNTV L DD~2676 "P 903 D?# 1 t-077;50 Deed / Mortgage Inslmment Deed / Mortgage Tax Stamp i Recording / Filing Stamps EA-52 17. (County) ~ SubTotal EA-S217 ($hate) Comm. of Ed. 5. 00 Mortgage Amt. 1. Basic Tax 2. Additional Tax Sab Total SpecdAssit, Spec. ladd. TOT. MTG. TAX Dnal Town ~ Dual. Cvunty ~ I--I~ld for Appointment Transfer Tax The property covered by this mortgage is or will be improved by a one or two family dwelling only. YES or NO If NO, see appropriate tax clause on page # ~ of this instrument. Community Preservation Fund Consideration Amount $ Agency ~-"~- Verification ~ C~ D~ $ Improved m ~co~ & ~T~ ~: Vac~t ~d I ~~, ~ //~ql ~ . [ Man to: duoim ~. ~asca~o. au,olk Ooun~ Clork I * ] ~tle Compan~ ~ormatlon I ....... I , - ~,r~/ ........ .~ Sa~olk County Recording ~ Endorsement Pa~e - ~]s page fo~s pm of ~ at~d ~ ~ff ~~ ~6~ ~~ ma" ' oe oy; , (SPEedY ~E OF ~STRUMEN~ ~ ~ ~e TO~ of .. ~ d~ ~q~z Tn ~e V~LAGE or HAMLET of BO~S 6 ~U 8 MUST BE T~ OR P~D ~ B~CK ~K O~Y P~OR TO R~O~G OR foyer3 GRANT OF DEVELOPMENT RIGHTS EASEMENT 'THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the j~ day of A/~v'~a~ , 2011 at Southold, New York. The parties are FREDERICK TERRY, AS TRUSTEE OF THE FREDERICK TERRY REVOCABLE TRUST, AND ETHEL TERRY, AS TRUSTEE OF THE ETHEL TERRY REVOCABLE TRUST, with an address of 35870 Main Road, Orient, New York 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 Americe~'United States") by and through the United States Department of Agricultu~ ("USDA") Natural Resources Conservation Service ('iNRCS") acting on behalf of the Commo, dity Credit Corporation, as its interest appears herein. " ..~ ~j~! 5...S~d,~ ~l.- Su~/~ syracuse., x,,y/pT~Z- I_N_T.R.._QD._.U~.IQ.N WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town o1' Southold, Suffolk County, New York, identified as part of SCTM #1~J, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the 'Property" and shown on the survey prepared by John C. Ehlers Land Surveyor, dated August 3I, 2011 and last revised October 31, 2011 (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 and the R-200 Zoning Districts 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 Resources Conservation Service's (formally the Soil Conservation Service) Soil Survey of Suffolk County, New York; and WHEREAS, The Federal Farm and Ranch Lands Protection Program's purpose ls to assist in th~ 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 38381). 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 provided ONE MILLION TWO HUNDRED S]XTY-SEVEN THOUSAND S:[X HUNDRED TWENTY-TWO AND 80/100 DOLLARS ($1,267,622.80) to the Grantee for the acquisition of this Easement, entitling the United States to the rights identified herein. WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for field crops; and WHEREAS, it is the policy of the Town of Southold (the ~Town"), as articulated in the Town's Naster Plan of 1973, amended in 1986 and 1989 as adopted by the Town Board, Town of Southold, and §272-a of the New York Slate Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's resort and agricultural economy; and WHEREAS, the Property in its present scenic and agricultural condition has substantial and significant value as an aesthetic and agricultural resource since it has not been subject to any development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an aesthetic, natural, scenic and agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of TWO MZLUON FZVE HUNDRED THTRTY-F[VE THOUSAND TWO HUNDRED FORTY-FiVE AND 60/100 DOLLARS ($2,535,2a,5.60) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby · acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, in gross, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the direct use and benefit of the Grantor, its legal representatives, successors and assigns, the fee title to the Property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, conditions, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0,01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule "A", free of any mortgages or liens, as set forth in Stewart Title Tnsurance Company Title Report No. STl1-11441 and possesses the right to grant this easement. 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of New York State and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General IViunicipal 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, conservation 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 focal conservation policies. 0.04 Governmental Recoanition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes § 170(h) of the Internal Revenue Code ("IRC"} and other federal statutes. 0.05 Documenta_~n Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. tn order to aid in identifying and documenting the present condition of the Property's natural, scenic, conservation, agricultural, and aesthetic resources and otherwise to aid in identifying and documenting the Property's agricultural values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an Inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey dated August 31, 201Z, last revised October 31, 201:[, prepared by John C. Ehlers Land Surveyor and a Phase 1 Environmental Site Assessment dated July 15, 20tl by Cashin Technical Services, :[nc. 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 Prope~y or its physical condition as of the date hereof, the part[es 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. 4 '0.06 Rec{tation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTiCLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the ~Easement~). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its ~provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. ~.O2 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") now, or as Chapter 70 may be amended 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 Narkets Law"), now, or as §30:[(2)(a)-(j) may be amended, provided said amended provisions are inherently similar in nature to those crops, livestock and livestock products included as of the date of this Easement. 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, ~[mprovement" 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 roads, 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. ~03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word ~Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee~ when used herein shall include all of those persons or entities. ARTZCLE TWO GRANTOR, for TWO MILLION FZVE HUNDRED THIRTY-FIVE THOUSAND TWO HUNDRED FORTY-FLVE AND 60/100 DOLLARS ($2,535,245.60) 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 TH REE PRO HIB~I'EE D ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as permitted by the Southold Town Land Preservation Committee ("Land Preservation Committee") and other applicable provisions of the Town Code and Section 1.02 and Section 4.06 of this Easement. 3.02 Excavation and Removal of Materials: I~lining Mineral exploitation, and extraction of any mineral (including, but not limited to soil, gravel, sand and hydrocarbons) by any method, surface or subsurface, is prohibited. Grantor shall not remove or fill topsoil, sand, or any other materials, nor shall the topography of the Property be changed except in connection with the construction and maintenance of any structure or improvement expressly permitted to be placed or constructed on the Property, under the terms herein. Grantor may remove topsoil, sand or other materials for purposes or erosion control and soil management only with the prior written approval of Grantee. The Land Preservation Committee has the right to reciufre a Naturat Resources Conservation Service (NRCS) farm management plan for the Property prior to the removal of topsoil, sand or other materials, based on the extent and type of materials removed or on the alteration of the topography of the Property. Agricultural practices that are determined to be in accordance with an NRSC farm management plan shall not be prohibited. 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 7 · 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 lawf subdivide the property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Such subdivision may not defeat or derogate from the purpose of this Easement or other applicable law. The United States Secretary of Agriculture shall be notified prior to such division or conveyance. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shalt exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a') to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise.the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirement~ of the Town. 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems (~utilities') on the Property to service structures approved pursuant to Section 4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used solely to service the permitted structures on the Property. 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, now or as Chapter 70 may be amended, and including the production of crops, livestock and livestock products as defined in §301(2)(a)-(j) of the Agriculture and Markets Law, now or as said §301 (2)(a)-(j) may be amended, provided said amended provisions are inherently similar in nature to those crops, livestock and livestock products included as of the date of this Easement, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other Instrument, Including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the ProperLy. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. 3J08 Soil ancLWater Any use or activity that causes or is likety 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. 3,0~Conservation Plan 9 " Ali agricultural operations on the Property shall be conducted in a manner consistent with a resource management system (RI~IS) Conservation Plan (the ~Conservation Plan") 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. The resource management system for cropland, prescribed in the Conservation Plan for all cropland enrolled in FRPP, will assure that selected conservation practice alternatives will prevent sheet and rill erosion from exceeding the current published soil loss tolerance level. 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 Comollance Pro_vJstons of the CgnservetiQn Plan As required by Section 1238! of the Food Security Act of 1985, as amended, the Grantor, its heirs, 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. !n 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, l0 (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 after 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 the Conservation Plan and in order to control flooding or soil erosion on the Property. .3..,..[.~......._._.D_..eve i o om e_nt Riqhts 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, 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. 4.01 Ownership AP.~r..c LE FOUR GRANTOR'S RIGHTS i1 SubJect to the provisions of AR~CLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularty described in this AR'i'[CLE FOUR. 4~. 0_2. Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatibfe with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. 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, diseased, decayed or damaged or interfering with agricultural production, to thin and prune trees to maintain or improve the appearance of the Property, and to mow the Property. 4.05 Aaricultural Production and Activities Grantor shall have the right tO engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and/or defined in Chapter 70 of the Town Code, now, or as Chapter 70 may be amended, and including the production of crops, livestock and livestock products as defined In §301(2)(a)-(j) of the Agriculture and Markets Law, now, or as §301(2)(a)-(j) may be amended, provided said amended provisions are inherentty similar in nature to those crops, livestock and livestock products included as of the date of this Easement. 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 wlth seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. NoLwithstanding 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 conservation instrument, including but not Ilmlted to farmstands. 4.06 Structures A. Allowable [mprovements. Grantor shall have the right to erect and maintain the following structures and improvements on the Property, as may be permitted by the Town Code, now or as may be amended, and subject to the approval of the Town of Southold 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: Underground facilities used to supply utilities solely for the use and enjoyment of the Property; (ii) 10 foot wide right-of-way along the entire eastern property line, recorded in Liber 3328 page 93; (iii) Construction of new structures, provided such structures are necessary for or accessory to agricultural production; all new construction, except drainage improvement structures, shall be located within the designated "Agricultural Structure Area" shown on the Survey and described in the attached Schedule "B"; Lot coverage of structures within the ~Agricultural Structure Area" shsII be limited to 2% of the entire buildable area of the ProperLy. (iv) 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; (v) Any improvement excluded from the definition of 'structure" in Section 1.02. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, open space and scenic vistas, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use and location of any improvement permitted hereunder shall be consistent with the purposes Intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or Improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shell 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. 14 Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of Ils 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, and, in the case of a transfer to an entity, the individual principals thereof. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use, improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. ARTICLE FIVE GRANTOR'S OBLtGA'r'[ONS 5.J~t Taxes~n~! 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 shafl not cause an alienation of any rights or inberests acquired herein by Grantee. 5,_02.. Geoeral [n. demnification 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 shatl 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 shail be apportioned accordingly. 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 Grantors breach of any representation, warranty, covenant, or agreements contained in this instrument, or violations of any Federal, State or local laws, including all Environmental Laws, as defined below. 5.02A Environmental Warra.~ty "Environmental Law" or ~Environmental Laws" means any and ail 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 ts 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. Horeover, Grantor hereby promises to defend and indemnify the Grantee and hold harmless and indemnify 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 Nlatedals 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 o1' 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 Maintejlance Requirement If Grantor leaves the Property open and does not engage in agricultural production for two (2) consecutive years, then Grantor shafl implement a Natural Resources Conservation Plan (the ~Plan") approved 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, conservation and agricultural values of the Property. in the 17 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 5.02 and Section 6.03. ARTICLE SIX GRANTEE'S RTGHT$ 6.01 Entry_ and [nsoection 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 5.03 and 6.03, or to permit access upon the Property by the public. 6.02 Restoration In addition to Grantee's remedies under Section 5.03, 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 Riqht~ of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, ]8 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: To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term, provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. The cure period In the Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within 10 days. Grantor shall pay either directly or by reimbursement to Grantee and/or to the United States of America, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee or the United States of America (herein called 'Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. 19 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 h~s or her assigns, on behalf of the United States, may exercise this Hght of enforcement under any authority available under State or Federal Law if the Town of Southold falls 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 by registered or certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested. Flailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Hailed notice to Grantee shall be addressed to its principal office, recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Where notice is required to the United States of America or to the NRCS, such notice shall be delivered to U.S. Department of Agriculture, NRCS, c/o Commodity Credit Corporation, State Conservationist, The Galleries of Syracuse, 44[ South Saline Street, Suite 354, Syracuse, New York 13202-2450. NOtiCe tO the NRCS shell be deemed notice to the United States of America. NOtice shall be deemed given and received as of the date of its manual delivery or three business days affter the date of its mailing. .6..05 ..No waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or fimiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 ExtinQuishment of Easement/Condemnation At the mutual request of Grantor and Grantee and the United States of America, a court with jurisdiction may, if it determines that 2O conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. :If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, approved in advance by the United States Department of Agriculture NRCS, by the Grantee or by any other governmental ent[W, 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 attributabfe 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 payabte to the Grantee in proportion to the value attributable to the development rights transferred hereby, in accordance with Section 7. l:t herein. 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 Amend ment This Easement is made with the intention that it shall qualify as a conservation easement in perpetuity under Code Section 170(h). The parties agree that amendments to the provisions of this Easement may be permitted by Grantee if such amendment shall be necessary to entitle Grantor to meet the requirements of Code Section 170(h) and/or to enable Grantee to amplify the public benefits attributable to this Easement. 21 This Easement can be amended and modified only in accordance with the common and statutory laws of the State of New York applicable to the modification of easements and covenants running with the land. Grantee and Grantor shall mutually have the right to agree to amendments to this Easement, with the written approval of the Secretary of the United States Department of Agriculture, provided however, that Grantee shall have no right or power to agree to any amendment hereto that would resurt In this Easement failing to qualify as a valid conservation easement under Article 49, Title 3 of the Environmental Conservation Law of the State of New York, as the same may be hereafter amended, or any regulation issued pursuant thereto. ~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 healing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. The United States of America shall also consent bo any such arienation. Zn addition to the limitations set forth above, Grantee shall have the Hght, subject to the provisions of Section 6.03 (Enforcement Rights of Grantee) herein, 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. ?.-2 7. Q4 ~everability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court, shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7,05 Governing Law New York law applicable to deeds to and'easements on land located within the State of New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 InterpretatiQn Regardless of any contrary rule of construction, no provision of this Easement shall be construed In favor of one of the partfes because it was drafted by the other party's attorney. No alteged ambiguity in this Easement shall be construed against the party whose attorney dra~ed it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited its right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 23 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recordina Grantee shall record this Easement in the land records of the office of the Clerk o1: the County of Suffolk, State of New York. 7.10 Headinas The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. 7. ~t_! Proceeds The grant of this Easement gives rise to a property Hght, 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 Cthe "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, as reflected in an appraisal obtained by Grantee dated April 13, 2011 (valuation date April 11, 2011). The Proportionate Share is 73%. The Proportionate Share shall remain constant (subject to reasonable adjustment to the extent permissible under Section 170(h) of the Internal Revenue Code for any improvements which may hereafter be made on the Property). [f 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 50%, and 50%, respectively, representing the proportion each party contributed to the purchase price of the Easement. ~[N WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: THE FREDERICK TERRY REVOCABLE TRUST, GRANTOR FREDERICK TERRY, TRUSTEE THE ETHEL TERRY REVOCABLE TRUST, GRANTOR BY: ~.~ ETHEL TERRY, .) TRUSTEE ACKNOWLEDGE D AN D ACCEPTED: TOWN OF SOU~T~-IOLD, Grantee BY: ~ SC(YI-I' A. RUSSELL, SUPERVISOR Acceptance of Property Znterest by the Natural Resources Conservation Service The Natural Resources Conservation Service, United States 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. Authorized Signatory for the N RCS ALBERT }ONES, Acting State Conservationist STATE OF NEW YORK ) COUNTY OF ss: On this day of/~'/t~/;~4n the year 2011 before me, the undersigned, personally appeared Albert ]ones, personally known to me or proved to me on the ba~ of satisfactory evidence to be the individual(s) whose name(s'.[fis ~re) subscribed to the within ~_.~- - instrume, Dt:~nd acknowledged to me-tha~h~she/~ey executed the same In[his.~her/thelr capacity(les), and tffa~c by i~.~her/thelr signature(~) on the instrument, the individual(s), or the pemon upon behalf ~f which the~dividual(s) amd, executed the instrument. S ON / No. 01 5089 2 STATE OF NEW YORK ) unW 0f State of N.Y. Co issi0n COUN~ OF SUFFOLK ), On the ~ day of ~r~6~ in the y~r 2011 before me, the undemigned, pemonally appeared Fmdedck Ter~, pemonally known to me or proved to me on the basis ~ ~tl~a~o~ evidence to be ~e individual (s) whose name (s) is (am) subscrib~ to the within instrument and acknowledged to me [hat he/she/they executed ~e ~me in his/her/their capaci~ (i~), and that by hls/her/~eir signature(s) on the instrument, the individual(s), or the pemon u~n behalf of which the individual(s) a~, execu~d the ins~ment. Signature/office of individual taking acknowledgement PATRIOIA L rAM_ON STATE OF NEW YORK) leomry COUNTY OF SUFFOLK) SS: ouml~l In Suffolk County Commission Expires April 24, On this ~day of ~V. in the year 2011 before me, the undersigned, personally appeared Ethel Terry, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the Individual(s) acted, executed the instrument. Notary Public STATE OF NEW YORK) COUNTY OF SUFFOLK) SS: On this ~ ~ day of ~d~ V. pATFItOIA L FALLON . No, 01FA495D140 Com~m~ ~ in the year 2011 before me, the undersigned, personally appeared Scott A. Russell, personally known 26 to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(les), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the Instrument. No~ry Public PATRIOt. L FALl.ON ebrry Public, $~te Of New York No. {]1 FA4950146 Qualified In Suffolk Courrty Oommlsgion Ev~Jre~ April 24, ¢~J~' 27 rste ,title insurence company NEVI YORK METRO slewartne~com SCHEDULE A - DESCRIPTION Title No.: ST11-11441 AMENDED 1111/2011 DEVELOPMENT RIGHTS EASEMENT ALL that certain plot, piece or parcel of land, situate, lying and being at Orient, Town of Southold, County of Suffolk and Sta~e of New York, bounded and described as follows: BEGINNING at a point marked by a monument set on the southerly side of Main Road (State Route 25); said point also being the division line between premises about to be described and land now or formerly of Latham Farn-ls Property LP and County of Suffolk; RUNNING THENCE along said ~outherly side of Main Road (State Route 25) South 73 degrees 38 minutes 50 seco~tds East, 50.70 feet to a point; TI-IENCE South 06 degrees 4g minutes 40 seconds West, 154,00 feet to a point; THENCE South 75 degrees 45 minutes 00 seconds East, 129.00 feet to a point; THENCE South 14 degrees 15 minutes 00 seconds West, 75.00 feet to a point; THENCE South 71 degrees 47 minutes 10 seconds East, 141.51 feet to land now or formerly of Robert E. Weber and Eleanor C. Weber; THENCE along said land and along land now or formerly Robert E. Weber and Eleanor C. Weber (Town of Southold Development Rights) South 05 ~egrees 41 minutes l0 seconds West, 297.42 feet to the true point or place of beginning; RUNNING THENCE along said land and along land now or formerly of Diana Latham (Town of Southold Development Rights) and the State of New York the following five (5) courses and distances: (1) South 05 degrees 41 minutes 10 seconds West, 848.82 feet; (2) South 05 degrees 27 minute~ 10 seconds West, 594.05 feet; (3) South 04 degrees 52 minutes 30 seconds West, 487.44 feet; (4) South 05 degrees 17 minutes 10 seconds West, 574.34 feet; (5) South 16 degrees 21 minutes 30 seconds West, 50.00 feet to a point and land of the N.Y.S.D.E.C. Open Space Conservation Easement as set forth in Libor I 1155 Page 454; THENCE along said land and land now or formerly of the State of New York thc following two (2) courses and distances: (I) North 74 degrees 14 minutes 54 seconds West, 740.00 feet; (2) Nc~th 06 degrees 49 minutes 03 seconds Went, 149,98 feet to rebar s~t at th~. division linc between premises being described and land now or formerly of Latham Farms Property LP and the County of Suffolk; THENCE along said land the following three (3) coupes and distance~; (l) North 54 degrees 00 minutes 00 seconds East. 95.83 feet; (2) North 15 degrees 20 minutes 00 seconds East, 2,067.tD0 feet; (3) North 14 degrees 44 minutes 30 seconds East. 194,53 feet to a point; THENCE South 81 degrees 29 minutes 45 seconds East, 309.58 feet to land now or formerly of Robert E, Weber and Eleanor C, Weber (Town of Southold Development Rights), the true point or place of BEGINNING. N N SCHEDULE B - DESCRIPTIOlq AGRICULTURAL STRU~ APEA ALL that ccmfin pl~ piece or parcel of land, situate, lyin8 and being at Orient, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BF.,GINNING at a point rna~ked by a monument set on thc southerly side of Main Road (State Route 25); said point also being thc division line between premise~ about to be described and land now or formerly ot'Latham Farms Propeay LP and County of Suffolk; RUNNING TTIENCE along said southerly sid~ of. Main Road (State Route 25) South 73 degrees 38 minutes 50 seconds East, 50.70 feet to a poim; THENCE South 06 degrees 48 minutes 40 seeomis West, 154.00 feet to a point; THENCE South 75 degrees 45 minutes 00 seconds East. 129.00 feet to a point; TI-IF~CE South ! 4 de~r~es 15 minutes 00 seconds West, 75.00 feet to a point; THENCE South 71 de~rees 47 minutes 10 seconds Ea~ 141.51 feet to land now or fonn~ly of Robert E. Weber and F_,lcanor C. Weber (Town of-qouthold De~lopment Rights); TI:fEnCE along said land South 05 degrees 41 rn~nutes 10 scconds West, 297.42 feet to the true point or place of beginning; RUNNING THENCE still along said land South 05 degrees 41 minutes t0 seem,ds West, 812.60 feet to a point; TIIENCE No~th 81 degrees 29 minutes 45 seconds West, 444,42 feet to land now or formerly of Latham Farms Property LP and thc County of SutTolk; THENC~ along said land North 15 degrees 20 minutes 00 seconds East, 622.65 feet to a point; TIflgNCE along said land North 14 degrees 44 minutes 30 seconds East, 194,53 feet to a point; THENCE South 81 degrees 29 minutes 45 seconds East, 309.58 feet to thc land now or formerly of Robert E. Weber and Eleanor C. Weber (Town of Southold Develc~m~nt Rights), 01¢ point or place of BEGINNING.