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HomeMy WebLinkAboutTerry 1000-19.-1-8.8 MELISSA A. SPIRO LAND PRESERVATION COORDINATOR melissa.spiro@town.southold.ny.us Telephone (631 ) 765~5711 Facsimile (631) 765-6640 OFFICE LOCATION: Town Hall Annex 54375 State Route 25 (comer of Main Road & Youngs Avenue) Southold, New York MAILING ADDRESS: P.O. Box 1179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD To: From: Date: Re: Elizabeth A. Neville Town Clerk Melanie Doroski Sr. Administrative Assistant January 10,2012 TERRY to TOWN OF SOUTHOLD Development Rights Easement - 30.2372 acres SCTM #: 1000-19.-1-8.8 Location: 32210 Main Rd (NYS Rt 25), Orient Betty: Enclosed for safekeeping in your office, please find the following documents: · Original Grant of Development Rights Easement dated November 3, 2011, between Fred Terry, as Trustee of the Frederick Terry Revocable Trust and Ethel Terry, as Trustee of the Ethel Terry Revocable Trust and the Town of Southold, recorded in the Suffolk County Clerk's office on 11/17/2011, in Liber D00012676 at Page 903 · Original Declaration of Covenants and Restrictions dated November 3, 2011, between Fred Terry, as Trustee of the Frederick Terry Revocable Trust and Ethel Terry, as Trustee of the Ethel Terry Revocable Trust and the Town of Southold, recorded in the Suffolk County Clerk's office on 11/17/2011, in Liber D00012676 at Page 904 · Title insurance policy #O-8911-584224 issued by Stewart Title Insurance Company on November 3, 2011, in the insured amount of $2,535,245.60 (title #ST11-11441 ) · Closing Statement Thank you. Melanie encs. cc: Assessors w/copy of recorded easement SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of 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 EXAMINED AND CHARGED AS FOLLOWS $2,535,245.60 11/17/2011 11:34:20 AM D00012676 903 Lot: 008.008 Received the Following Fees For Above Instrument Exempt Page/Filing $165.00 NO Handling COE $5.00 NO NYS SRCHG TP-584 $5.00 NO Notation Cert. Copies $21.45 NO RPT Transfer tax $0.00 NO Comm. Pres Fees Paid TRANSFER TAX NUMBER: 11-07730 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL Exempt $20.00 NO $15.00 NO $0.00 NO $30.00 NO $0.00 NO $261.45 JI/DITH A. PASCALE County Clerk, Suffolk County DEPT, OF [AND PRESERVATIOI'( Number of pa, ges "~l'his document will be public record. Please remove all Social Security Numbers prior to recording. Deed / Mortgage Instrument Deed / Mortgage Tax Stamp FEES Page / Filing Fee EA-52 17 (County) EA-5217 (State) R.P.T.S.A. Comm. of Ed. NYs-~S':rffhharge 'st. Real Property Tm,; Service Agency Verification SubTotal 5. 00 15. 00 Sub Total 7 / GrandTotal~ ~ / 11024816 ~ooo ozgoo o:.oo ooaooa Recording / Filing Stamps Mortgage Amt. 1. Basic Tax 2. Additional Tax Sub Total Spec./Assit. or Spec./Add. TOT. MTG. TAX Dual Town __ Dual County __ Held for Appointment Transfer Tax Mansion Tax The property covered by this mortgage is or will be improved by a one or two family dwelling only. YES or NO If NO, see appropriate tax clause on tl,4' page #_ of this instrument. Community Preservation Fund Consideration Amount $ Due $ 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD & RETURN TO: £ o, gox Improved Vacant Land TD TD TD Mail to: Judith A. Pascale, Suffolk County Clerk 7 [ Title Company Information 310 Center Drive, Riverhead, NY 11901 Co. Name J'r~er ~ r~ www. s uffolkcou ntyny, gov/cle rk Title # c uuom t oun/y Recording & Endorsement Page This page forms part of the attached ~k'/2X/?'- &~' ~D/~oikT~i/~- (SPECIFY TYPE OF INSTRUMENT) \ ~.~ ~2)taTe/cw( 7~e2e.~Z ,~$ /~_etta-r~s a~. ~-xre_ ,,~,~/c,,e, Thepremiseshereinissituatedin /~'_\ TO ~'~k.,~' ~P ~a~t~/~a ...... In the, VILLAGE BOXES 6 THRU 8 MUST BE TYPED OR PRINTED iN BLACK INK ONLY PRIOR TO RECORDING OR FILII IMPORTANT NOTICE If the document you've just recorded is your SATISFACTION OF MORTGAGE please be aware of the following: If a portion of your monthly mortgage payment included your property taxes, *you will now need to contact your local Town Tax Receiver so that you may be billed directly for all future property statements. Local property taxes are payable twice a year: on or before January 10'h and on or before May 31s'. Failure to make payments in a timely fashion could result in a penalty. Please contact your local Town Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes 200 East Sunrise Highway North Lindenhurst, N.Y. 11757 (631) 957-3004 Riverhead Town Receiver of Taxes 200 Howell Avenue Riverhead, N.Y. 11901 (631) 727-3200 Brookhaven Town Receiver of Taxes One Independence Hill Farmingville, N.Y. 11738 (631) 451-9009 Shelter Island Town Receiver of Taxes Shelter Island Town Hall Shelter Island, N.Y. 11964 (631) 749-3338 East Hampton Town Receiver of Taxes 300 Pantigo Place East Hampton, N.Y. 11937 (631) 324-2770 Smithtown Town Receiver of Taxes 99 West Main Street Smithtown, N.Y. 11787 (631) 360-7610 Huntington Town Receiver of Taxes 100 Main Street Huntington, N.Y. 11743 (631) 351-3217 Southampton Town Receiver of Taxes 116 Hampton Road Southampton, N.Y. 11968 (631) 283-6514 Islip Town Receiver of Taxes 40 Nassau Avenue Islip, N.Y. 11751 (631) 224-5580 Southold Town Receiver of Taxes 53095 Main Street Southold, N.Y. 11971 (631) 765-1803 Sincerely, Judith A. Pascale Suffolk County Clerk 12-0104 06/06kd GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the ,~z~ day of ,q~v'~. , 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 American"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 in?rest appears herein. ' .,qz. ~.l,~/ I .S- 5~tJnn~c S~-- Su~ ~ INTRODU~ION 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 #1000-19-1-8.~, 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 31, 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 (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 provided ONE IVlILLION TWO HUNDRED SIXTY-SEVEN THOUSAND SIX 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 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 State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's resort and agricultural economy; and WHEREAS, the Property in its present 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 MILLION FIVE HUNDRED THIRTY-F:[VE THOUSAND TWO HUNDRED FORTY-FIVE AND 60/100 DOLLARS ($2,535,245,60) 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 HAVEAND 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 Insurance 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 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 3 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 local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") and other federal statutes. 0.05 Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. ]~n 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, 2011, last revised October 31, 2011, prepared by John C. Ehlers Land Surveyor and a Phase 1 Environmental Site Assessment dated .luly 15, 2011 by Cashin Technical Services, Inc. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 4 '0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its "provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to 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 Markets Law"), now, or as §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. 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 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. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO SALE GRANTOR, for TWO NILLION FIVE HUNDRED THIRTY-FIVE THOUSAND TWO HUNDRED FORTY-FIVE 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 THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the Property except as 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; Mining 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 require a Natural 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 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 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 shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 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 Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. 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 9 All agricultural operations on the Property shall be conducted in a manner consistent with a resource management system (RMS) 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 Comoliance Provisions of the Conservation Plan As required by Section 1238I 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. 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, 10 · (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. 3.12 Development Rights 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. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership 1! Subject to the provisions of ARTTCLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. 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 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General 12 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 Harkets 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. 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 not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited, except as set forth in §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 limited to farmstands. 4.06 Structures A. Allowable Improvements. 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, 13 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" shall be limited to 2% of the entire buildable area of the Property. (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 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 ]4 Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property but only subject to this Easement. Grantor shall promptly notify Grantee 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 OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, 15 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. 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, 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 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. Moreover, 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 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 Reouirement l~f 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 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 l? 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 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 5.03 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 Riqhts of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate, Therefore, 18 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 (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. ]9 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 by registered or certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested. Mailed notice to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office, recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. 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, 441 South Salina Street, Suite 354, Syracuse, New York 13202-2450. Notice to the NRCS shall 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 after the date of its mailing. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee 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 entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be payable to the Grantee in proportion to the value attributable to the development rights transferred hereby, in accordance with Section 7.11 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 Amendment 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 result 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 hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. 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, 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 ]~nternal 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. 22 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court, shall not be invalidated. :Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within the State of New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 ]nteroretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. Tf any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and 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 Recordinq Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.10 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. 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, as reflected in an appraisal obtained by Grantee dated April 13, 201! (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). 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 50%, and 50%, respectively, representing the proportion each party contributed to the purchase price of the Easement. 24 IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grant of Development Rights Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: THE FREDERICK TERRY REVOCABLE TRUST, GRANTOR BY: '~ "'"¢'- ~ TRUSTEE THE ETHEL TERRY REVOCABLE TRUST, GRANTOR BY: c~-,L'~d~ ETHEL TERRY, ,) TRUSTEE ACKNOWLEDGED AND ACCEPTED: TOWN OF SOU~HOLD, Grantee Acceptance of Property Interest 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 NRCS ALBERT JONES, Acting State Conservationist STATE OF NEW YORK ) COUNTY OF ~2/~,?/t,~)/¢,~ SS: On this ,:~'day of ~/~r)~' ~'~-in the year 2011 before me, the undersigned, personally appeared Albert .1ones, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)~s ~re) subscribed to the within 25 instrume~.~and acknowledged to me that(he~she/~ey executed the same in'his/her/their capacity(les), and th"a't by i~her/their signature) on the instrument, the individual(s), or the person upon behalf 9f which the~dividual(s) acted, executed the instrument. .~*/z' Z ~:~ ~MBERLEY A. S~SON ~ota~ P~lic Notaw Public / No. 01ST5089252 Coun~ of Madison, State of N.Y. STATE OF NEW YORK ) Commission E ires: COUNW OF SUFFOLK ), SS: December8, .~./~ On the ~ day of ~C~a~ in the year 2011 before me, the undersigned, personally appeared Frederick Terw, pemonally known to me or proved to me on the basis of satisfactow 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 pemon upon behalf of which the individual(s) acted, executed the instrument. Signature/office o~ individual takin~ acknowledgement STATE OF NEW YORK) COUNTY OF SUFFOLK) SS: On this ~day of PATRICIA L. FALLON Notary Public, State Of New¥ork No. 01 FA4950146 QuaLified in SuffoLk County Commission Expires April 24, 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 ,.~J~day of pATRICIA L. FALLON Notary PubliC, State O~ NeW¥Ork ~o. 01 FA4950146 dted Jn Santo k County Qua,' ' - .... A~ri[ 24, Commission ~lru~ 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(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public PATRICIA L. FALLON Netacy Public, State Of New York No. 01FA4950146 Qualified In Suffo k County Commission Expires April 24, 27 _stewart title insurance company NEW YORK METRO 800-853-4803 212-922-1593 fax stewartnewyork.com SCHEDULE A - DESCRIPTION Title No.: STl1-11441 AMENDED 11/1/2011 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 State 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 Farms Property LP and County of Suffolk; RUNNING THENCE along said southerly side of Main Road (State Route 25) South 73 degrees 38 minutes 50 seconds East, 50.70 feet to a point; THENCE South 06 degrees 48 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 degrees 41 minutes 10 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 minutes 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 Liber 11155 Page 454; THENCE along said land and land now or formerly of the State of New York the following two (2) courses and distances: (1) North 74 degrees 14 minutes 54 seconds West, 740.00 feet; (2) North 06 degrees 49 minutes 03 seconds West, 149.98 feet to rebar set at the division line 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) courses and distances: (1) North 54 degrees 00 minutes 00 seconds East, 95.83 feet; (2) North 15 degrees 20 minutes 00 seconds East, 2,067.00 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. · { W E JOHN C. EHLERS LAND SURVEYOR JOHN C. EI~EP~ ]MM~D SURVEYOR SCHEDULE B - DESCRIPTION AGRICULTURAL STRUCTURE AREA ALL that certain plot, piece or parcel of land, situate, lying and being at Orient, Town of Southold, County of Suffolk and State 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 Farms Property LP and County of Suffolk; RUNNING THENCE along said southerly side of Main Road (State Route 25) South 73 degrees 38 minutes 50 seconds East, 50.70 feet to a point; THENCE South 06 degrees 48 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 Robea E. Weber and Eleanor C. Weber (Town of Southold Development Rights); THENCE along said land South 05 degrees 41 minutes 10 seconds West, 297.42 feet to the true point or place of beginning; RUNNING THENCE still along said land South 05 degrees 41 minutes 10 seconds West, 812.60 feet to a point; THENCE Noah 81 degrees 29 minutes 45 seconds West, 444.42 feet to land now or formerly of Latham Farms Property LP and the County of Suffolk; THENCE along said land Noah 15 degrees 20 minutes 00 seconds East, 622.65 feet to a point; THENCE 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 the land now or formerly of Robert E. Weber and Eleanor C. Weber (Town of Southold Development Rights), the point or place of BEGINNING. SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Number of Pages: 10 Receipt Number : 11-0126069 District: 1000 Recorded: At: 11/17/2011 11:34:20 AM Page/Filing COE TP-584 Cert. Copies LIBER: D00012676 PAGE: 904 Section: Block: Lot: 019.00 01.00 008.008 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt $50.00 NO Handling $20.00 NO $5.00 NO NYS SRCHG $15.00 NO $0.00 NO Notation $0.00 NO $6.50 NO RPT $70.00 NO Fees Paid $166.50 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County DEC 15 20]] DEP]~. OF [AND PR£S£RVATIOI~ Number of pages [ This document will be public record. Please remove all Social Security Numbers prior to recording. Deed / Mortgage Instrument Deed / Mortgage Tax Stamp Page / Filing Fee ~ ~- ~) Handling ,_~_) O0 TP-584 Notation EA-52 ~ Coknm.~f--t~. 5. 00 g 15. 00 Other SubTotal Sub Total /~) ~ GrandTotal /'~2 ~' ~/Cf) 4 Dist./dOB Secl Real Property Tax Service Agency Verification lOOO 01900 &oo 008608 1000 01900 0100 008006 1000 01900 0100 008007 F' 9,3~ Recording / Filing Stamps Mortgage Amt. 1. Basic Tax 2. Additional Tax Sub Total Spec./Assit. or Spec./Add. TOT. MTG. TAX Dual Town __ Dual County __ Held for Appointment Transfer Tax Mansion Tax The property covered by this mortgage is or will be improved by a one or two family dwelling only. YES or NO If NO, see appropriate tax clause on page # of this instrument. 5 Community Preservation Fund Consideration Amount $ CPF Tax Due $ Improved Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD & RETURN TO: ~ Vacant Land Mail to: Judith A. Pascale, Suffolk County Clerk ? Title Comnanv Infnrmallrm 310 Center Drive, Riverhead, NY 11901 I '. .. www.ouffolk¢ountyny. 9ov/¢lerk Co. Name ~r'~z~ Suffolk County Recording' & Endorsement Page This page forms part of the attached ~c~-,e,t',qz-/~, d~ ~ v~;4~r,S RarD ~----,~r~rcr~o,~' made by: TO (SPECIFY TYPE OF LNSTRL~,IENT) The premises herein is situated in SUFFOLK COUNTY, NEW YORK. In the TOWN of In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. (over) IMPORTANT NOTICE If the document you've just recorded is your SATISFACTION OF MORTGAGF,~ please be aware of the following: If a portion of your 'monthly mortgage payment included your property taxes, *you will now need to contact your local Town Tax Receiver so that you may be billed directly for all future propert~ tu., statements. Local property taxes are payable twice a year: on or before January l0th and on or before May 31". Failure to make payments in a timely fashion could result in a penalty. Please contact your local Town Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes 200 East Sunrise Highway North Lindenhurst, N.Y. 11757 {631) 957-3004 Riverhead Town Receiver of Taxes 200 Howell Avenue Riverhead, N.Y. 11901 (631) 727-3200 Brookhaven Town Receiver of Taxes One Independence Hill Farmingville, N.Y. 11738 (631) 451-9009 Shelter Island Town Receiver of Taxes Shelter Island Town Hall Shelter Island, N.Y. 11964 (631) 749-3338 East Hampton Town Receiver of Taxes 300 Pantigo Place East Hampton, N.Y. 11937 {631) 324-2770 Smithtown Town Receiver of Taxes 99 West Main Street Smithtown, N.Y. 11787 {631) 360-7610 Huntington Town Receiver of Taxes 100 Main Street Huntington, N.Y. 11743 (631) 351-3217 Southampton Town Receiver of Taxes 116 Hampton Road Southampton, N.Y. 11968 (631) 283-6514 Islip Town Receiver of Taxes 40 Nassau Avenue Islip, N.Y. 11751 (631) 224-5580 Southold Town Receiver of Taxes 53095 Main Street Southold, N.Y. 11971 (631) 765-1803 Sincerely, Judith A. Pascale Suffolk County Clerk DECLARATION OF COVENANTS AND RESTRICTIONS THIS DECLARATION, made as of this ~-~ day of November, 2011, by FREDERICK TERRY, AS TRUSTEE OF THE FREDERI[CK TERRY REVOCABLE TRUST and ETHEL TERRY, AS.TRUSTEE OF THE ETHEL TERRY REVOCABLE TRUST, AS TENANTS TN COMMON~', hereinafter referred to as the "DECLARANT"; as owner of the premises designated as SC-TM #1000-19-1-8.4 and shown on a survey prepared by John C. Ehlers ITI Land Surveyor dated August 31, 2011 and last revised October 31, 2011, described in the metes and bounds description attached hereto and made a part hereof as Schedule "A', and portions of which are separately described as the "Reserve Parcel" and the "Development Rights Easement Area" in the additional metes and bounds c~scriptions attached hereto and made a part hereof. WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 32210 Main Road (Route 25), Orient, in the Town of Southold, County of Suffolk and State of New York, (the "Property"); and WHEREAS, the DECLARANT has granted to Town of Southold"J(the "Town") a Grant of Developme_nt Rights Easement dated November 3, 2011 over a part of SCTM #1000-19-1-8~, designated as the "Development Rights Easement Area"; and WHEREAS, another portion of SCTM #1000-19-1-8.~ has been designated by the DECLARANT and the Town Board of the Town of Southold (the "Town Board") and the Town Land Preservation Committee ("LPC') as a "Reserve Parcel" for possible future development, in accordance with applicable zoning regulations; and WHEREAS, the DECLARANT, the Town Board recognizes the necessity of insuring access to and from the Development Rights Easement Area to and from the Main Road; and WHEREAS, for and in consideration of the acceptance of the Grant of Development Rights Easement, the Town Board has deemed it in the best interests of the Town of Southold (the "Town'3 and the owner and prospective owners of the Property that the within covenants and restrictions be imposed on the Property, and as a condition of the acceptance of the Grant of Development Rights Easement, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS, the DECLARANT has considered the foregoing and has determined that this declaration of covenants and restrictions will be in the interests of the DECLARANT and subsequent owners of the Property, NOW, THEREFORE, be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein, which shall run with the land and shall be binding upon all purchasers and holders of the Property, their heirs, executors, legal representatives, distributees, successors and assigns, to wit.' DECLARANT shall provide access to and from the Development Rights Easement Area over the Reserve Parcel, to and from Main Road (S.R. 25). Said access shall exist in perpetuity, regardless of whether the Reserve Area is ever subdivided from the remainder of the property. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this agreement, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. If any section, subsection, paragraph, clause, phrase or provision of these covenants and restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole, or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by DECLARANT or any subsequent owners of the premises 2 unless and until approved by the LPC, and by a majority plus one vote of the Town Board and the Planning Board, or their legal successors, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named, has duly executed the foregoing Declaration the day and year first above written. DECLARANT: THE FREDERICK TERRY REVOCABLE TRUST ~rustee THE ETHEL TERRY REVOCABLE TRUST By: ETHEL TERRY, Tru~ee STATE OF NEW YORK) SS.: COUNTY OF SUFFOLK) On the ,,~'~--~ day of November in the year 2011 before me, the undersigned, personally appeared Frederick Terry, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacity, and that by their signature on the instrument, the individuals, or the persons upon behalf of which the individuals acted, executed the instrument, and that such individuals made such appearance before the undersigned. Sworn to before me this ~-~ day of November, 2011 Notary Public PATRICIA L. FALLON Notary Public, State Of New York No. 01FA4950146 Qualified in Suffolk County Commission Expires April 24, ~/~ STATE OF NEW YORK) SS.: 3 COUNTY OF SUFFOLK) On the ~,~ day of November 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 individuals whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their capacity, and that by their signature on the instrument, the individuals, or the persons upon behalf of which the individuals acted, executed the instrument, and that such individuals made such appearance before the undersigned. Sworn to before me this ,~£~day of November, 2011 Notary Public PATRIClA L FALLON Notary Public, State Of NewYorl( No. 01FA4950146 Qualified In Suffolk County Com,'aission Expires April 24, 4 FOR INFORMATION PURPOSES ONLY (NOT FOR POLICY OR INSURANCE PURPOSES): COMPOSITE DESCRIPTION ALL that certain plot, piece or parcel of land, situate, lying and being at Orient, Town of Southold, County of Suffolk and State 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 Farms Property LP and County of Suffolk; RUNNING THENCE along said southerly side of Main Road (State Route 25) South 73 degrees 38 minutes 50 seconds East, 50.70 feet to a point; THENCE South 06 degrees 48 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), Diana Latham (Town of Southold Development Rights) and the State of New York the following four (4) courses and distances: (1) South 05 degrees 41 minutes 10 seconds West, 1,146.24 feet; (2) South 05 degrees 27 minutes 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 to land now or formerly of the State of New York; THENCE along said land South 16 degrees 21 minutes 30 seconds West, 529.73 feet to Long Beach Bay; THENCE along a tie line along the average high water mark the following two (2) courses and distances: (1) North 64 degrees 07 minutes 38 seconds West, 134.99 feet; (2) North 88 degrees 35 minutes 51 seconds West, 109.92 feet to land now or formerly of the State of New York; THENCE along said land the following five (5) courses and distances: (l) North 12 degrees 15 minutes 06 seconds East, 129.09 feet; (2) South 77 degrees 44 minutes 54 seconds East, 140.00 feet; (3) North 12 degrees 15 minutes 06 seconds East, 346.06 feet; (4) North 74 degrees 14 minutes 54 seconds West, 606.87 feet; (5) North 06 degrees 49 minutes 03 seconds West, 149.98 feet to rebar set at the division line 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 six (6) courses and distances: (1) North 54 degrees 00 minutes 00 seconds East, 95.83 feet; (2) North 15 degrees 20 minutes 00 seconds East, 2,067.00 feet; (3) North 14 degrees 44 minutes 30 seconds East, 198.30 feet; (4) North 13 degrees 54 minutes 10 seconds East, 329.90 feet to a monument; (5) North 73 degrees 34 minutes 10 seconds West, 45.30 feet to a monument; (6) North 06 degrees 48 minutes 40 seconds East, 230.80 feet to a monument first abovementioned set on the southerly side of Main Road (State Route 25), the point or place of BEGINNING. FOR INFORMATION PURPOSES ONLY (NOT FOR POLICY OR INSURANCE PURPOSES): RESERVE PARCEL ALL that certain plot, piece or parcel of land, situate, lying and being at Orient, Town of Southolcl, County of Suffolk and State 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 Farms Property LP and County of Suffolk; RUNNING THENCE along said southerly side of Main Road (State Route 25) South 73 degrees 38 minutes 50 seconds East, 50.70 feet to a point; THENCE South 06 degrees 48 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 I0 seconds East, 141.51 feet to land now or formerly of Robert E. Weber and Eleanor C. Weber to a point; RUNNING THENCE along said land and along land now or formerly of Robert E. Weber and Eleanor C. Weber (Town of Southold Development Rights) South 05 degrees 41 minutes 10 seconds West, 297.42 feet to a point; THENCE North 81 degrees 29 minutes 45 seconds West, 309.58 feet to land now or formerly of Latham Farms Property LP and the County of Suffolk; THENCE along said land the following four (4) courses and distances: (1) North 14 degrees 44 minutes 30 seconds East, 3.77 feet; (2) North l 3 degrees 54 minutes 10 seconds East, 329.90 feet to a monument; (3) North 73 degrees 34 minutes l0 seconds West, 45.30 feet to a monument; (4) North 06 degrees 48 minutes 40 seconds East, 230.80 feet to a monument first abovementioned set on the southerly side of Main Road (State Route 25), the point or place of BEGINNING. title insurance company NEW YORK METRO 800-853-4803 212-922-1593 fax stewartnewyork.com Title No.: STl1-11441 AMENDED 11/1/2011 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 State 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 Farms Property LP and County of Suffolk; RUNNING THENCE along said southerly side of Main Road (State Route 25) South 73 degrees 38 minutes 50 seconds East, 50.70 feet to a point; THENCE South 06 degrees 48 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 m/nutes 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 degrees 41 minutes 10 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 minutes 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 Liber ! 1155 Page 454; THENCE along said land and land now or formerly of the State of New York the following two (2) courses and distances: (1) North 74 degrees 14 minutes 54 seconds West, 740.00 feet; (2) North 06 degrees 49 minutes 03 seconds West, 149.98 feet to rebar set at the division line 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) courses and distances: (1) North 54 degrees 00 minutes 00 seconds East, 95.83 feet; (2) North 15 degrees 20 minutes 00 seconds East, 2,067.00 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. ALTA Owner's Policy (6-17-06) POLICY OF TITLE INSURANCE ISSUED BY company Any notice of claim and any other aotice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, STEWART TITLE INSURANCE COMPANY, a New York corporation, (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, susteJned or incurred by the insured by reason of: 1. Title being vested other than as steted in Schedule A. 2. Any detect ie or lien or encumbrance on the Title. This Covered Risk includes but is not limited to iesurance against loss from (a) A defect in the Tige caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity~ or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii)a document affecting T~e nnt properly created, executed, witnessed, sealed, acknowledged, nntafized, or deitverad; (iv) failure to perform those acts necaasa~ to create a document by electronic means authorized by law (v) a document executed under a falsified, expired, or otherwise invalid power of attorney {vi) a document not properly filed, recorded, or indexed in the Public Records incieding failure to pedorm those a~ts by electronic means authorized by law; or {vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a gevemmental authority due or payable, but unpaid. (c) Any encroachment, er~umbrance, violation, variation, or adverse circumstance affecting the Title that would he disclosed by an accurate and complete laed survey of the Land. The te~m "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 fight of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of laed; or (d) environmental protection if a notice, descfibing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the viofation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental pofice 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 reco~ed in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the dghts of a purchaser for value without Knowledge. Countersigned: Stewart Title Insurance Company New York, New York Seria~ No. O~911-584224 File NO.: STtt-11441 COVERED RISKS (Continued) Title being vested other then as stated in Schedule A or being defective (i) to be timely, or (a) as a result of the avdidance in whole or in pert, or from a court order (ii) to impart notice of its exiatence to a purchaser for value or to a providing an aitematlve remedy, of a transfer of all or any part of the judgmeot or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any detsot in or lien er encumbrance on the TitJe or other matter included vesting l~tle as shov~ in Schedule A because that prior transfer in Covered Risks 1 through 9 that has been crested or at~ashed or has constituted a fraudulent or preferential transfer under federal been filed or r~corded in the Pubitc Records subsequent to Date of Policy bankruptcy, state insolvency, or similar creditors' rights laws; or and prior to the recording of the deed or uther instrument of transfer in the (b) because the instrument of traesfer vesting Trtle as shown in Public Records that vasts Title as shew~ in Schedule A. Schedule A constitutes a preferential transfer under federal The Company will eles bey the costs, attomeys' fees, and expenses incurred in bankruptcy, state insolvency, or similar c~editom' rights laws by defense of any matter insured against by this Policy, but only to the extent reason of the failure of its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinence, permit, or governmental regulation (including those relating to building and zoning} restricting, regulating, prohibiting, or relating to (i) the occupency, use, or enjoyment of the Land; the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any vlalatlan of these laws, ordinances, or governmental regdiations. This Exclusion 1 (a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any govemmeatal police power~ This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. 2. Rights of eminent domain. This Exclusion does not modify or limit the 5. coverage provided under Covered Risk 7 or 8. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) nut Kno'~'3 to the Company, not recorded in the Public Records at Date of Policy, but Knov~ to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant pbar to the date the Insured Claimant became an Insured ueder this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, th~s does not medily or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in ides or damage that would not have been sustained if the Insured Clafrr~ant had peid value for the Title. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the T~tle as shown in Schedula A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. Any lien on the Tdie fer real estate taxes or assessments imposed by governmental autherity and created or attaching between Date of Pulicy and the date of recording of the deed or other instrument at transfer in the Public Records that vests Title es shown in Schedule A. CONDITIONS DEFINmON OF TERMS The fdiibwing terms when used in this policy mean: (a) ~Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar lagal eotlty. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to anuther kind of Emi[y; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stesk, sbares, memperships, or other equity interests of the grantee are wholly-owned by the named insured, (2) if the grantee wheliy o~ms the named Insured, (3) if the grantee is wholly-owned by an a~jated Entity of the named Insured, provided the affiliated Entity and the named insured are both wholly-owned by the same person or Entify, or (4) if the grantee is a tnJstes or peneficiary of a trust created by a writlen instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard ts (A), (B), (C), and (D) reserving, however, all dghts and defenses es to any successm- that the Company would have had against any pmdeceseor Insured. (e) "Insured C~stmaat": An Insured claiming ldss or damage. (f) "Knowledge" er "Know~": /tutust knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public R~cords or eny other records that impart constrective nutice of matters affecting the Trile, (g) *Land": The land described in Schedula A, and affixed improvements that by law constitute real property. The term "Land" does ~31 include eny preporty beyond the lines of the area described in Schedule A, nor a~y right, title, interest, estate, or easement ib aputfiag streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not mudify 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 dc%~d, or other securify instrument, including one evidenced by electronic means autherized by Jaw. (i) "Public Recen~s': Records established under slate statutes at Dute of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also incJude environmental protection liens itled in the records of the clerk of the United States District Court for the district whore the Laed is located. (j) '~'iite": The estate er interest described in Schedule A. (k) "Unmarketable T~tie": 'Ftile affected by en alleged or apparent matter that would permit a pmspoctive purchaser or lessee of the Title er 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 titte. II Page2 SeriaINo.: O-8911-584224 File No.~ ST11 11441 CONDITIONS (Continued) 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 k)ng 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 fram the Insured, or only so icng as the Insured shall have liability by reason of warranties in any transfer or conveyance of the T~te. This poftcy shall not continue in force in favor of any purchaser from the Insured of either (i) an estute 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 shaft notify the Company pramptty in writing (i) in case of any ii§gallon as set forth in Section 5(a) of these Conditions. (ii) in case Knowledge shall come to an Insured hereunder of any cla'~ of title or interest that is adverse to the 'litle. as insured, and that might cause less or damage for which the Company may be liable by virtue of this policy, or (liO if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prcmpt notice, the Company's liability to the insured Claimant under the policy shall be reduced to the extent of the p~ejudice. 4. PROOF OF LOSS In the eveet the Company is unable to determine the amount of loss or damage, the Company may, at its ogiJon, require as a condition of payment that the insured Ctaimant furnish a signed proof of loss. The proof of loss must descr~se 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 extant pussibfo, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insored, and subject to the options contained in Section 7 of these Conditions. the Company, at its own cost and without unreasonabte delay, shaft provide for the defense of an Insured in litigation in which any third pafly asserts a claim covered by this policy adverse to the insured. This obligation is limited to oaly those stated causes of action allaging matters insured against by this policy. The Company shall have the right to saiec~ 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 shaft net be liable for and will net pay the fees of any other counsel. The Company will not pay any fees, costs, or expanses incurred by the Insured in the defense of those causes of action that allege matters not insumcl against by this policy. (b) The Company shall have the right, le addition to the options contained in S6of~n 7 of these Conditions, at its own cost, to institute and prosecute any action or p~coeediag or to de any other act that in its opinion may he necessary or desirable to estabtleh the Trile, as insured, or to i:~event or reduce loss or damage to the Insured. The Company may take any appmpitafo action under the terms of this policy, whether or nat it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so dtikjendy. (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 tinal determination by a court of compet~ot jufisdiutfon, and it expressly reserves the dght. in its sole discretlen, to appaai any adverse judgment or order. 6. DLrI~ OF INSURED CLAIMAN~ 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 shaft secure to the Company the right to so prosecute or provide defense in the action or praceeding, inclu~ng the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expanse, shall gg, e the Company all rsesonabte aid (i) in secudng evidence, obtaining witnesses, pressuring 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 fallura of the Insured to furnish the required cooparatlen, the Company's obtigatlens to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any Iliigation. ~ ragard to the matter or matters reduiriag such ccoparatlen. The Company may reasonably require the Insured Claimant to submit to examinetfu~ under oath by any authorized representative of the Company and to produce for examination, inspec~on, and copying, at such reasonable itmes and places as may be designated by the author[zed representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, cerrespondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Peticy, that reasonably partaln to the icss er damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized mpresantative 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 canfidential by the Insured Claimant provided to the Company pursuant to this Section shaft nat be disclosed to others unless. in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insored Claimant to submit for examination under oath. produce any reasonably requested information, or grant permission to secure reasonably necessary infu~maticn from third pad. isa as requked in this subsection, unless p¢ohibfted by law or gevemmental regulation, shall torn'Jnate any Ilebiftty of the Company under this policy as to that claim. OPTIONS TO PAY OR OTHERWISE SET'R.E CLAIMS; TERMINATION OF LIABILITY In case of a claim under this ~cyI the Company shall have the folicwing 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' fecs, arm expanses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or te.nder of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all rmbiltiy and obligations of the Company to the Ineumd under this pa~cy, other than to make the payment required in this subsection, shall terminate, including any liability or ob~ion to defend, prosecute, or continue any litigation. (b) To Pay or Othen~ise Setfte With Parties Other Than the Insured or With the Insured Claimant, (i) To pay or othemase 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 expanses incurred by the Insured Claimant that were author[zed by the Company up to the time of payment and that the Company is obtigated to pay; or (ii) To pay or othe~ise settle with the insured Cisimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expanses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligstdd to pay. Upon the exerclee by the Company of either of the options provided for in subsec~ons (b)(i) or (ii), the Company's obligations to the Insored under this policy for the cleimed loss or damage, other than the payments required to he made. shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. II Page3 Serial No.: O-8911-584224 File No.: STl1-11441 CONDITIONS (C~3ntinued) 8. DETERMINATION AND EXTENT OF LIABIUT~ This policy is a contract of indemnity against actual moneta~ loss or damage sustair'~ud or incurred by the Insured C~mant who has suffered loss or damage by mason of matters insured against by this pal,~/. (a) The extent of liabfiity of the Company for loss or damage under this policy shall r,3t exceed the lesser of (i) the Amount of Insurance; or (ii} the difference between the va~e of the TAle as insured and the value of the T'AAle sub,eot to the risk insured against by this pallcy. (b) If the Company pursues its dghts under Sectien 5 of these Conditions and is unsuccessful in astablishiag the T'~le, as insured, (i) the Amount of Insurance shall be lec~eased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the insured Claimant or as of the date it is settled and paid, (c} In addition to the extent of liability under (a) and (b), the Company wlil also pay those costs, attorneys' fees, and expenses i~curred in accordance with Sections 5 and 7 of these Conditions. 9. UMITA'RON OF EABIUTY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumb~anse, or cures the lank of a right of access to or from the Land, or cures the clai~n of Unmarketable Title. all as insured, in a reasanebly diligent man~r by any method, includiag ~igatlon and the completio~ of any appeals, it shall have fully performed its obligations wi~ mspact to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the evant of any ititgatian, 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 ~ appeals, adverse to the Title, as insured. (c) The Company shait 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 UABIUTY Ail payments under this policy, except payments made for costs, attorneys' fans, and expenses, shall reduce tbe Amount of Insurance by the amount of the payment. 11. UA BILiT~ NONCU M ULATIVE ~3e Amount of Insurance shall be reduced by any amount the Company pays under any pa~icy insuring a M~gage to which exception is taken in Schedule B or to which the fosured has agreed, assumed, or taken subject, or wh{ch is exanated by an Insured after Date of Policy and which is a charge or lian on the Title, and the amount so paid shall be deemed a payment to the Insured under this pallcy. 12. PAYMENT OF LOSS When liability and the extent of Inss or damage have been definitely fixed in accordance with these Conditions, the payment sha~ be made within 30 days. V 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETR.EMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrugated and entiited to the rights of the Insured Claimant in the Titla and all other dghts and remedies in respect to the claim that the insured Claimant has against any parson or property, to the extent of the amount of any loss, costs, attorneys' tees, 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 parmit 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 dght to recover until after the Insured Claimant sh~ have recovered its loss. (b) The Company's dght of subrogation includes the rights of the insured to indemnities, guaranEes, other policies of insurance, or bends, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBrI~ATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Ruids of the Amedcen Land Titid Association ("Rules"). Except as providud in the Rules, there shall be no joiuder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to. any controversy or claim betwes~ the Company and the Insured absing out of er relating to this policy, any service in connection with [ts issuance or the breach of a policy prevision, or to any other controversy er claim arising oat of the transaction giving rise to this policy. Ail arbitrable matters when the Amount of Insurance is $2,000.000 or less shall ha arbitrated at the option of either the Company or the Insured. All arbitreb{e matters when the Amount of Insurance is in excess of $2,000.000 shall be arbitrated only wflan agre~J to by both the Company and the Insured. Arbitration pursuant to this policy and uedar the Rules shall be binding upon the parties. Judgment upon the award rendered by the A~bitrator(s) may be entered in any court of compatont jurisdiction. 15. MABILrIY LIMITED TO TI-IlS POMC¥; POUCY ENtiRE CONTRACT (a) This policy together with all endorsements, if any. attached to it by the Company is the eotire policy and contract between the insured and the Company. In inte~pratthg any provision of this policy, this policy shall be construed as a whole. (b) Any claim of less or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this de~cy. (c) Any amendment of or endorsement to this polE..y must be in !edtiog and authenticated by an authorized pemon, or expressly mcorparated 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 ~ of ~ts tem3s and provisions. Except es the eedorsameot expressly states, it does not (~ modify any of the terms and provisions of the policy, (ii) modify any pdor endorsement, (iii) extend the Date of Policy. or (iv) increase the Amount of Insurance. 16. SEVERABII.rI'Y In the event any provision of th~s policy, in whole or in part, is held invalid er unenforceable under applicable law, the policy shall be deemed nut to include that provision or such par~ held to be invalid, but all othe~ provisions shall remain in full force ~ effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law;. The Insured acio3owledges the Company has underwritten the Hsks covered by this policy and determined the premium charged therefore in reliance upon the law affecting inte~eats in rea~ property and applieable to the interpreta~on, rights, remedies, or enforeemeat of policies of title insurance of the judsdistlen where the Land is located. Therefore, the court or an arbitrator shall apply the law of the judsdictian where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determice the applicabla law. (c) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NONCES, WHERE SENT Any notice o~ claim and any other notice or statement in writing required to be given to the Company under this policy must be given k) the Company al Claims Department at 300 East 42~ SL 10~ Floor, New YO~, NY 10017. File NO.: ST11-lf441 II Parle 4 Serial No.: 0-8911-584224 ALTA OWNER'S POLICY (6/17/06) SCHEDULE A File No.: STl1-11441 Policy No.: O-8911-584224 Amount of $2,535,245.60 Date of Policy: November 3, 2011 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Easement 3. Title is vested in: Town of Southold who acquired Development Rights by Grant of Development Rights Easement by Frederick Terry, as Trustee of The Frederick Terry Revocable Trust dated November 12, 2009 and Ethel Terry, as Trustee of The Ethel Terry Revocable Trust dated November 12, 2009, as tenants in common dated ! 1/3/2011 to be duly recorded in the Suffolk County Clerk's/Registers Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description, attached hereto and mede a part hereof. Section: 019.00 Block: 01.00 Lotlgo;~08.004 ALTA OWNER'S POLICY (6/17/06) File No.: STl1-11441 SCHEDULE A DESCRIPTION Policy No.: O-8911-584224 DEVELOPMENT RIGHTS EASEMENT AREA ALL that certain plot, piece or parcel of land, situate, lying and being at Orient, Town of Southold, County of Suffolk and State 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 Farms Property LP and County of Suffolk; RUNNING THENCE along said southerly side of Main Road (State Route 25) South 73 degrees 38 minutes 50 seconds East, 50.70 feet to a point; THENCE South 06 degrees 48 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 degrees 41 minutes 10 seconds West, 297.42 feet to the Irue point or place of beginning; RUNNING THENCE along said land and along land now or formerly of Diana Latham (Town of Sonthold Development Rights) and the State of New York the following five (5) courses and distances: South 05 degrees 41 minutes 10 seconds West, 848.82 feet; South 05 degrees 27 minutes 10 seconds West, 594.05 feet; South 04 degrees 52 minutes 30 seconds West, 487.44 feet; South 05 degrees 17 minutes 10 seconds West, 574.34 feet; 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 Liber 11155 Page 454; THENCE along said land and land now or formerly of the State of New York the following two (2) courses and distances: North 74 degrees 14 minutes 54 seconds West, 740.00 feet; North 06 degrees 49 minutes 03 seconds West, 149.98 feet to rebar set at the division line 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) courses and distances: North 54 degrees 00 minutes 00 seconds East, 95.83 feet; North 15 degrees 20 minutes 00 seconds East, 2,067.00 feet; 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 tree point or place of BEGINNING. ALTA OWNER'S POLICy (6117106) SCHEDULE B PART I File No.: STl1-11441 Policy No.: O-8911-584224 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. Declaration of Covenants and Restrictions in Liber 11493 Page 225. 2. Covenants and Restrictions in Liber 11621 Page 872. 3. Open Space Conservation Easement in Liber t 1155 Page 454.. 4. I0' Right of Way Easement in Liber 3328 Page 93 and Liber 11155 Page 466. 5. 16' Right of Way reserved in Liber 11650 Page 587. 6. Survey Exceptions as shown on survey (covering premises and more) made by John C. Elders Land Survey, last dated 10/31/2011 (Job No. 1000-19-1-8.4) as to Developmental Rights Easement Area only. Northerly tine: No variations; Easterly line: Utility poles and right of way vary with part of record line; Southerly tine: Berm varies with record line; Westerly line: No variations. 7. Rights of tenants or parties in possession, if any. 8. Policy will except water and sewer charges not entered and/or water and sewer charges entered subsequent to date of last actual reading. 9. Policy will except the terms and conditions of the Grant of Development Rights Easement to be executed by the grantors and the Town of Southold. 10. An agricultural exemption is shown and upon cancellation of the exemption the taxing authority may reinstate taxes for periods prior to the date of transfer of the premises and/or prior to the date of cancellation of the exemption. title insurance company SURVEY EXCEPTIONS Title No.: STl1-11441 AMENDED 11~.2/2011 Survey Exceptions as shown on survey (covering premises and more) made by Joh[l C. Ehlers Land Survey, last dated 10/31/2011 (Job No. 1000-19-1-8.4) as to Developinental Rights Easement Area only. Northerly line: No variations; Easterly line: Utility poles and right of way vary with part of record line; Southerly line: Berm varies with record line; Westerly line: No variations. FOR INFORMATION PURPOSES ONLY (NOT FOR POLICY OR INSURANCE PURPOSES): Survey made by John C. l~tlers Land Survey, last dated 10/31/2011 shows the following as to Developmental Rights Easement Area only: Conservation Easement, ponds, wooded area, dirt road, edge of wetlands and berm. NEW YORK METRO 800 853-4803 212-922-1593 fax stewartnewyork.com 707 Westchester Ave, 4th FI White Plains, NY 10604 300 East 42nd Street, 4th FI New York, NY 10017 125 Baylis Road, 2nd Ff Melville, NY 11747 STEWART TITLE INSURANCE COMPANY HEREIN CALLED THE COMPANY STANDARD NEW YORK ENDORSEMENT (Owner's Policy) Title No.: STl1-11441 Date of Issue: November 3,2011 ATTACHED TO AND MADE A PART OF POLICY NUMBER O-8911-584224 1. The following is added as a Covered Risk: "11. Any statutory lien for services, labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 2. Exclusion Number 5 is deleted, aod 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 attacking between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. DATED: November3,2011 Countersigned By: Authorized Office or Agent STEWART TITLE Stewart Title Insurance Company 300 East 42nd St., 10th FI New York, New York 10017 STANDARD NEW YORK ENDORSEMENT (11/1/08) FOR USE WITH ALTA OWNER'S POLICY {6 17-06) CLOSING STATEMENT FREDERICK TERRY, as Trustee of The Frederick Terry Revocable Trust dated November 12, 2009, and ETHEL TERRY, as Trustee of The Ethel Terry Revocable Trust dated November 12, 2009, as tenants in common to TOWN OF SOUTHOLD Total Development Rights Easement - 30.2372 acres Total Parcel Acreage - 34.4387 acres NYS DEC Open Space Conservation Easement Area = 1.6386 acres Reserve Area - 2.5629 acres Required Subdivision Open Space - 0.7576 acre Premises: 32210 Main Road (NYS Route 25), Orient, New York Parts of SCTM #1000-19.-1-8.4 Closing took place on Thursday, November 3, 2011 at 2:30 p..m., Southold Town Hall Annex Purchase Price of $ 2,535,245.60* (based upon 29.4796 buildable acres $86,000/buildable acre) disbursed as follows: Payable to Frederick Terry Revocable Trust Check #112056 (11/212011) $ 1,267,622.80 Payable to Ethel Terry Revocable Trust Check #112055 (111212011) $ 1,267,622.80 *eligible for USDA-NRCS grant funding = $1,267,622.80 Expenses of Closing: Appraisal Payable to Lawrence Indimine Consulting Corp $ Check #108078 (11/30/2010) Appraisal for Federal Grant Purposes Payable to Lawrence Indimine Consulting Corp $ Check #109984 (5/10/2011) 3,600.00 3,200.00 Survey Payable to John C. Ehlers Land Surveyor Check #111557 (912712011) $ 3,400.00 Environmental Report (Phase I ESA) Payable to Cashin Technical Services Inc. Check #110907 (81212011 ) $ 1,080.00 Title Report Payable to Stewart Title Insurance Company Check # 112054 (1112/2011) Title insurance policy $ 10,129 Recording easement $ 275 Certified easement $ 50 Recording C&R's $ 175 Certified C&R's $ 50 $ 10,679.00 Title Closer Attendance Fee Payable to Patricia Fallon Check #112053 (111212011) $ 100.00 Those present at Closing: Scott A. Russell Lisa Clare Kombrink, Esq. Fred Terry Ethel Terry Marcia Z. Heifer, Esq. Patricia Fallon Melissa Spiro Melanie Doroski Stephen Searl Southold Town Supervisor Attorney for Town of Southold Seller Seller Attorney for Sellers Title Company Closer Land Preservation Coordinator Land Preservation Sr Administrative Asst Peconic Land Trust, Incorporated TOWN OF SOUTHOLD VENDOR 012328 THE FREDERICK TERRY REVOCABLE 11/02/2011 CHECK 112056 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR448 110311 50% TERRY 30.2ACR DEV 1,267,622.80 TOTAL 1,267,622.80 TOWN OF SOUTHOLD VENDOR 012327 THE ETHEL TERRY REVOCABLE 11/02/2011 CHECK 112055 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR448 110311 50% TERRY 30.2ACR DEV 1,267,622.80 TOTAL 1,267,622.80 Lawrence Indimine Consulting Corp. PO Box 1453 Smithtown, NY 11787 (631) 979-2735 Invoice 11/15/2010 257 Bill To Town of Southold Department of Land Preservation PO Box I 179 Southold, NY 11971-0959 Description Amount Appraisal of Real Property of Frederick Terry Revocable Trust, ct al 3,600.00 Located 32210 State Route 25, Orient, NY SCTM 1/1000-19-I-8.4 File #10102 NOV 1 7 2010 I)EPT. OF LAND PRESERVATION Thank you for your business. Total $3,600.00 TOWN OF $OUTHOLD VENDOR 011893 LAWRENCE INDIMINE CONSULT CORP 11/30/2010 CHECK 108078 FUND & ACCOUNT P,O.~ INVOICE DESCRIPTION E3 .8660.2,500.200 21567 257 32210 RT 25,ORIENT-TERRY TOTAL GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 011893 LAWRENCE INDIMINE C Y=Select - JE Date Trx. Date Fund Account ,. 4/22/2008 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 H3 .600 ~ 11/30/2010 11/30/2010 H3 .600 , . 5/10/2011 5/10/2011 H3 .600 ............................. Begi F2=Shift Up F3=Exit F10=Prev View Select Record(s) or Use Action Code AMOUNT 3,600.00 3,600.00 Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-11302010-338 Line: 165 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 11/30/2010 SDT 11/29/10 : F Liquid. N BOX. Y 11/30/2010 12/31/2OLO F12=Cancel 3,600.00 : 32210 RT 25,ORIENT-TERRY : 011893 Pay Method: : LAWRENCE INDIMINE CONSUL : : 108078 SCNB : 257 : : 21567 : : Addl. : : : : : : : Trx Amount... : Description.. : Vendor Code.. : Vendor Name.. : Alt Vnd.. : CHECK ........ : Invoice Code. : VOUCHER ...... : P.O. Code .... : Project Code. : Final Payment : T~rpe of 1099. : Fixed Asset.. : Date Released : Date Cleared. : F3=Exit : Lawrence Indimine Consulting Corp. PO Box 1453 Smithtown, NY 11787 (631) 979-2735 Invoice I Date Invoice # 4/14/2011 295 Bill To Town of Southold Department of Lend Preservation PO Box 1179 Southold, NY 11971-0959 Description Amount 3,200.00 Appraisal of Real Propealy of Frederick Ten% et al Located 32210 State Route 25, Orient, NY SCTM #1000-19-1- past of 8.4 File #11031 APR 2 0 2011 DEPT. OF LAND PRESERVAllON Thank you for your business. Total *3,200.00 TO~ OF $OUTHOLD ~NDOR 011893 LAWRENCE INDIMINE CONSULT CORP 05/10/2011 CHECK 109984 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION ~J~OUNT H3 .8660.2.500.200 22669 295 TERRy PROP-RT 25 ORIENT 3,200.00 TOTAL 3,200.00 GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 011893 LAWRENCE INDIMINE C Y=Select - JE Date Trx. Date Fund Account ,Y, ............................. Beg~ 4/22/2008 4/22/2008 H3 .600 4/21/2009 4/21 3/09/2010 3/09 4/20/2010 4/20 4/20/2010 4/20 5/18/2010 5/18 11/30/2010 11/30 5/10/2oll 5/lo /2009 H3 .600 /2010 H3 .600 /2010 H3 .600 /2010 H3 .600 f2010 H3 .600 t2010 H3 .600 t2011 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-05102011-884 Line: 151 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 5/10/2011 SDT 5/06/11 : : Trx Amount... 3,200.00 : : Description.. TERRY PROP-RT 25 ORIENT : : Vendor Code.. 011893 Pay Method: : : Vendor Name.. LAWRENCE INDIMINE CONSUL : : Alt Vnd.. : : CHECK ........ 109984 SCNB : : Invoice Code. 295 : : VOUCHER ...... : : P.O. Code .... 22669 : : Project Code. : : Final Payment F Liquid. : : Type of 1099. N BOX. 'Addl. : : Fixed Asset.. Y : : Date Released 5/10/2011 : : Date Cleared. 5/31/2011 : : F3=Exit F12=Cancel : : : JOHN C. EHLERS 6 Ea~ Main Street Riverhead, NY 11901 Phone: 631-369-8288 Fax:631-369-8287 Invoice Date Invoice # 9/12/2011 2007205 Bill To Town of Southold Dept. of Land Preservation Town Hall Annex Southold, NY 11971 Your Client Wesnofsky SCTM~ My Job # 1000-102-2-16 Date of Service Description Amount 9/13/2011 Current survey of properly 32210 Main Road, Orient, N,Y, 3,400.00 with reserve areas calculated and shown on the survey for development dghts purchase 8EP 1 3 2011 PRESERVATION Total $3,400.00 Payments Applied $o.oo Balance Due PLEASE MAKE CHECK OUT TO JOHN C. EHLERS: TOWN OF $OUTHOLD ~R 005322 JOHN C. EHLERS 09/27/2011 C~ECK 111557 FUND & ACCOUNT H3 .8660.2.600.100 GLi08S 20 P. O. g INVOICE DESCRIPTION 22675 2007205 TERRy PROPqSURVEy-33 ACR TOTAL AF~UNT 3,400.00 3,400.00 TOWN OF SOUTHOLD Disburs Inquiry by Vendor Name View 1 Vendor.. Y=Select ** Actual Hi 005322 EHLERS/JOHN C. JE Date Trx. Date Fund Account ......................... Use Acti 12/19 3/13 5/o8 7/03 9/11 4/08 6/03 11/18 12/16 12/15 2115 7/05'2011 9/27/2011 /2006 12/19/2006 H3 /2007 3/13/2007 H3 /2007 5/08/2007 H2 /2007 7/03/2007 H2 /2007 9/11/2007 H2 ~2008 4/08/2008 H3 ~2008 6/03/2008 H3 '2008 11/18/2008 H3 ~2008 12/16/2008 H3 '2009 12/15/2009 H3 '2011 2/15/2011 H3 7/05/2011 H3 9/27/2011 H3 .600 .600 · 600 .600 · 600 .600 · 600 600 600 600 600 600 600 F2=Shift Up F3=Exit F10=Prev View Select Record(s) or Use Action Code .............. Detail--GL100N .............. W-09272011-262 Line: 100 Formula: 0 : Account.. H3 .600 : Acct Desc ACCOUNTS PAYABLE : Trx Date ..... 9/27/2011 SDT 9/24/11 : Trx Amount... 3,400.00 : Description.. TERRY PROP-SURVEY-33 ACR : Vendor Code.. 005322 Pay Method: : Vendor Name. EHLERS/JOHN C. : Alt Vnd.. : CHECK ........ 111557 SCNB : Invoice Code. 2007205 : VOUCHER ...... : P.O. Code .... 22675 : Project Code. : Final Payment F Liquid. : Type of 1099. M BOX. 07 Addl. : Fixed Asset.. Y : Date Released 9/27/2011 : Date Cleared. : F3=Exit F12=Cancel : : James A. Richter Town of Southold Office of the Engineer 53095 Route 25 Southeld, NY 11971 June 29, 2011 Project No: 11CTS.009 Invoice No: 116 Phase I Environmental Site Assessment for property located at 32210 Main Road (NYS Route 25), Orient, NY 1000-19.~1-8.4 Professional Services from June 01. 2011 to June 30. 201'1 Fee Total this Invoice '1,080.00 $1,080.00 JUL DEPT. OF LAND P~ESERVATION TOWN OF SOUTHOLD 003079 C;%SHIN ASSOCIATES, P.C. 08/02/2011 CHECK 110907 FUND & ACCOUNT P. O. # IAP;O I CE DESCRIPTION H3 .8660.2.600.100 22676 116 PHASE 1 ESA~TERRy PROP TOTAJ~ AMOUNT 1,080.00 1,080.00 GL108S 20 TOWN OF SOUTHOLD View i ** Actual Hi Vendor.. 003079 CASHIN ASSOCIATES, Y=Select - JE Date Trx. Date Fund Account .Y. ............................. Begi 10/21/2008 10/21/2008 H3 .600 Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-08022011-771 Line: 55 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 8/02/2011 SDT 8/02/11 : : Trx Amount... 1,080.00 : 10/21/2008 10/21/2008 H3 .600 : Description.. PHASE I ESA-TERRY PROP : 10/06/2009 10/06/2009 H3 .600 : Vendor Code.. 003079 Pay Method: : 5/04/2010 5/04/2010 H .600 : Vendor Name.. CASHIN ASSOCIATES, 11/30/2010 11/30/2010 H .600 : Alt Vnd.. 12/14/2010 12/14/2010 H .600 : CHECK ........ 110907 SCNB 1/04/2011 1/04/2011 H3 .600 : Invoice Code. 116 1/04/2011 1/04/2011 H .600 : VOUCHER ...... 5/24/2011 5/24/2011 H3 .600 : P.O. Code .... 22676 5/24/2011 5/24/2011 H .600 : Project Code. 5/24/2011 5/24/2011 H .600 : Final Payment F Liquid. 5/24/2011 5/24/2011 H5 .600 : Type of 1099. N BOX. 6/21/2011 6/21/2011 H3 .600 : Fixed Asset.. Y 8/02/2011 8/02/2011 H3 .600 : Date Released 8/02/2011 : Date Cleared. 8/31/2011 F2=Shift Up F3=Exit F10=Prev View CANNOT FORWARD. END OF FILE P.C. : : : : : : : : : : : : Addl. : F3=Exit F12=Cancel : : _stewari title insurance company INVOICE INVOICE NUMBER: TITLE NO.: 1111441 APPLICANT/CLIENT: LENDER'S ATTORNEY: SELLER'S ATTORNEY: PROPERTY ADDRESS: District: 1000 8675 Twomey, Latham, Shea, Kelly, Dubin & Quartararo, LLP N/A Esseks, Hefler & Angel, LLP 32210 Main Road (NYS Rt 25) Orient NY Section: 019.00 Block: 01.00 Lot: 008.004 DATE: 11/1/2011 TITLE CLOSER: Fallon, Pat CLOSING DATE/TIME: 1 I/3/2011 1:30 PM CLOSING LOCATION: Town of Sonthold Annex - Land Preservation 54375 State Route 25 Southold NY 11971 631-765-6640 TRANSACTION TYPE: Easement SALES PRICE: $2,535,245.60 COUNTY: Suffolk PROP TYPE: Commercial PURCHASER/BORROWER: Town of Southold SELLER (S): Frederick Terry Revocable Trast Ethel Terry Revocable Trust PREMIUM: Fee Insurance (Liability Amoum: $2,535~245.60) $10~129.00 $10~129.00 ENDORSEMENTS: ~EARCH FEES: RECORDING FEES: Agreement(s) $50.00 $50.00 Certified Coov of Covenant & Restriction (Post Closings) Agreement(s) $50.00 $50.00 Certified Coov of Easement(Post Closing) Agreement(s) $175.00 $175.00 Covenant & Restrictions Agreement(s) $275.00 $275.00 Easement Amreement & TP-584 TAXES: (TRANSFER/MANSION/MORTGAGE) NYS Transfer Tax (usually paid by seller) ($10,142.00) Exemut-See TP-584 Peconic Bay Regional Town Transfer Tax ($49,204.91) Exemut-See Peconic Bay Form ADDITIONAL: SUBTOTAL: $10,679.00 $10,679.00 $0.00 $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL: $10,679.00 $10,679.00 $0.00 $0.00 DIRECT CHECKS AMOUNT: ST1C CHECKS: AMOUNT: *Taxable at 8.625%. NEW YORK METRO 800-853-4803 212-922-1593 fax Stewartnewyork,com 707 Westchester Ave, 4th FI White Plains, NY 10604 300 East 42nd Street, 10th Floor New York, NY 10017 Page I of 2 150 Broadhollow Road, Suite 217 Melville, NY 11747 TOWN OF SOUTHOLD VENDOR 019624 STEWART TITLE INSURANCE CO. 11/02/2011 CHECK 112054 FUND & ACCOUNT P.O. ~ INVOICE DESCRIPTION[ AMOUNT H2 .8686.2.000.000 H2 .8686.2.000.000 H2 .8686.2.000.000 H2 .8686.2.000.000 H2 .8686.2.000.000 TBR448 STl1-11441 TBR448 STl1-11441 TBR448 STl1-11441 TBR448 STl1-11441 TBR448 STll-ll4~ TERRY-TITLE INS.POLICY 10,129.00 TERRY-RECORD.EASEMENT 275.00 TERRY-CERT.COPY OF ESMNT 50.00 TERRY-RECORDING C&R'S 175.00 TERRY-CERT.COPY OF C&R'S 50.00 TOTAL 10,679.00 TOWN OF SOUTHOLD VENDOR 006013 PATRICIA FALLON 11/02/2011 CHECK 112053 FUND & ACCOUNT P.O,~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR448 STl1-11441 TITLE CLOSER ATTEND FEE 100.00 TOTAL 100.00 MELISSA A. SPIRO LAND PRESERVATION COORDINATOR melissa, spiro~town.southold.ny.us Telephone (63 l) 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: From: Supervisor Russell Town Board Town Clerk Land Preservation Committee Town Attorney Planning Board Suffolk County Division of Real Estate Melissa Spire, Land Preservation Coordinator Tax Assessors Building Department Data Processing Town Comptroller Stewardship Managers Peconic Land Trust, Inc. The Nature Conservancy Date: November 4, 2011 Re: TERRY to TOWN OF SOUTHOLD Part of SCTM #1000-19.-1-8.4 Please be advised that the Town has acquired a development rights easement on the agricultural property listed below. If you would like additional information regarding the purchase, please feel free to contact me. LOCATION: SCTM #: PROPERTY OWNERS: CONTACT DATE: PURCHASE DATE: PURCHASE PRICE: TOTAL PARCEL ACREAGE: EASEMENT ACREAGE: RESERVE AREA: ZONING: FUNDING: GRANT FUNDING: MISCELLANEOUS: 32210 Main Rd (NYS Rt 25), Orient part of 1000-19.- 1-8.4 The Frederick Terry Revocable Trust and The Ethel Terry Revocable Trust June 8, 2011 November 3, 2011 $ 2,535,245.60 (based on 29.4796 buildable acres @ $86,000/buildable acre) 34.4387 acres 30.2372 acres (includes 0.7576 acre required subdivision open space not included in purchase price) 2.5629 acres R-80 and R-200 CPF 2% Land Bank USDA-NRCS (50% of purchase price - $1,267,622.80) Easement includes a designated Agricultural Structure Area and a 2% lot coverage limit for any future agricultural structures