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HomeMy WebLinkAboutPindar Vineyards LLC 1000-108.-4-1.4 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 February 23, 2012 PINDAR VINEYARDS LLC to TOWN OF SOUTHOLD Development Rights Easement - 20.0 acres SCTM #: 1000-108.-4-t.4 Location: 18625 Main Road (NYS Rt 25), Mattituck Betty: Enclosed for safekeeping in your office, please find the following documents: · Original Grant of Development Rights Easement dated December 19, 2011, between Pindar Vineyards LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 1/25/2012, in Liber D00012683 at Page 180 · Original Declaration of Covenants and Restrictions dated December 19, 2011, between Pindar Vineyards LLC and the Town of Southold, recorded in the Suffolk County Clerk's office on 1/25/2012, in Liber D00012683, Page 181 · Title insurance policy #O-8911-584295 issued by Stewart Title Insurance Company on December 19, 2011, in the insured amount of $1,220,000.00 (flUe #ST11-12359) · Closing Statement Thank you. Melanie encs. cc: Assessors w/copy of recorded easement & C&R's SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE T~pe of Instrument: EASEMENT Number of Pages: 25 Receipt Number : 12-0009057 TRANSFER TAX NUMBER: 11-12687 District: 1000 Deed Amount: Recorded: At: LIBER: PAGE: Section: Block: 108.00 04.00 EXAMINED AND CHARGED AS FOLLOWS $!,220,000.00 01/25/2012 03:45:29 PM D00012683 180 Lot: 001.004 Received the Following Fees For Above Exempt Instrument Page/Filing $125.00 NO Handling COE $5.00 NO NYS SRCHG TP-584 $5.00 NO Notation Cert. Copies $31.25 NO RPT Transfer tax $0.00 NO Comm. Pres Fees Paid TRANSFER TAX NUMBER: 11-12687 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 $231.25 JUDITH A. PASCALE County Clerk, Suffolk County Nurgber of pages This document will be public record. Please remove all Social Security Numbers prior to recording. Deed / Mortgage Instmment 31 Deed / Mortgage Tax Stamp FEES Page / Filing Fee Handling TP-584 Notation EA-52 17 (County) EA-5217 (State) R.ET.S.A. Comm. of Ed. Affidavit / ¥ ~ ,, Certified Copy NYS Surcharge Other 20. 00 5. 00 4 IDist.,,, l; Real Property Tax Service ~.,124AN_12.// Agency ' Verification 15. 00 Sub Total Sub Total , Grand Total ~ %* ~ , Dd, .~x 1000 10800 0400 001004 t 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD & RETURN TO: ~ocz~i ~ 71~'7 / Mail to: Judith A. Pascale, Suffolk County Clerk 310 Center Drive, Riverhead, NY 11901 www. suffolkcountyny, gov/clerk RECORDED 2012 J.~r~ 25 03:45:29 · JUDITH ~, P~SC~LE CLERi: OK SUFF',;iL~ COUI4T'/ h [:000 J. 2~,;:;~ F, i%0 £:,T:~ .ti- i2E, E',? 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. l -'lt Community Preservation Fund Consideration Amount $ I.ddO,()O0 CPF Tax Due $ Improved Vacant Land TD TD TD 7 I Title Company Information Co. Nam~ Suffolk County Recording & Endorsement Page This page forms part of the attached ~£~m7-~ a ~ f)t3/,szot°,,'~O./r ,~$~4.r~ ,~..¢ r made by: (SPECIFY TYPE OF INSTRUMENT) The premises herein is situated in SUFFOLK COUNTY, NEW YORK. TO In the TOWN of '~t4tCt ~ ~'d~tT-/.~,~ 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 MORTGAGE, please be aware of the following: If a portion of your monthly mortgage payment included your property taxes, *you will now need to contact your local Town Tax Receiver so that you may be billed directly for all future property tax statements. Local property taxes are payable twice a year: on or before January l0th and on or before May 31't. 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 Farming~ille, 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 GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the t~/~L- day of December, 2011 at Southold, New York. The parties are PINDAR VINEYARDS, LLC, Dr. Herodotus Damianos, as Managing Member, 591A Bicycle Path, Port Jefferson Station, New York 11776 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as part of SCTM #1000~108-4-1.1 more fully described in SCHEDULE "A' attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by John C. Ehlers Land Surveyor on November 1, 2011, last revised November 21, 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 A-C and R-40 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 Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for agricultural production as defined in this Easement; and WHEREAS, the Property is currently used for row crops; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Town's Master Plan of 1973, amended in 1986 and 1989 as adopted by the Town Board, Town of Southold, and §272-a of the New York 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 substantial development; and WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an aesthetic, natural, scenic and agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of ONE MILLION TWO HUNDRED TWENTY THOUSAND and 00/100 DOLLARS ($1,220,000.00) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, in gross, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the direct use and benefit of the Grantor, its legal representatives, successors and assigns, the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restriction hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 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 mod~gages or liens, as set forth in Stewart Title Insurance Company Title Report No. ST 11-:[2359 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 The parties recognize the environmental, natural, scenic and agricultural values of the Property and have the common purpose of preserving these values by limiting nonagricultural uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its environmental, scenic, agricultural and natural values by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the ]~nternal Revenue Code ("iRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's natural, scenic, agricultural, and aesthetic resources and otherwise to aid in identifying and documenting the Property's agricultural values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey dated November 1, 2011 last revised November 21, 2011 prepared by lohn C. Ehlers Land Surveyor and a Phase I Environmental Site Assessment dated October 25, 2011 prepared by Nelson, Pope and Voorhis, LLC. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. 4 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 said Chapter 70 may be amended, and including the production of crops, livestock and livestock products as defined in Section 301(2)(a)-(j) of the New York State Agriculture and Markets Law ("Agriculture and Markets Law"). No future restrictions in said laws and/or Code or limitation in the definitions set forth in said laws and/or Code shall preclude a use that is permitted under the current law and/or Code. "Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. 5 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 remain as a good and valid easement, separate and apart from any other interest of the Grantee, and is to remain and continue as an existing and enforceable easement, and 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 ONE MILLION TWO HUNDRED TWENTY THOUSAND and 00/100 DOLLARS ($1,220,000.00) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE 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: 6 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 Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mininq 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 of erosion control and soil management only with the prior written approval of Grantee. Any agricultural production activities as defined herein and determined to be acceptable agricultural practice in accordance with a Natural Resources Conservation Plan (NRCS) farm management plan shall not be prohibited. The Land Preservation Committee has the right to require a NRCS plan for the property prior to the removal of topsoil based upon the extent and type of removal of topsoil. 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 nor derogate from the purpose of this Easement or other applicable law. 3.04 Dumpinq 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 Siqns The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems ("utilities") on the Property to service structures approved pursuant to {}4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads or driveways, and may be used 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 said 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 Natural Resources Conservation Service ("NRCS"). 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property. 3.10 Development Riqhts The use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor 9 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 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 Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to farmstands and for educational or training programs related to agricultural production or activities. Grantor shall also have the right to use the Property for access from the Reserve Area shown on the Survey to the IVlain Road/ State Route 25. 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. 10 These uses shall not be offered or provided for the 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 IVlunicipal Law and/or defined in Chapter 70 of the Town Code, now, or as said 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. No future restriction 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 that such activities are conducted in conjunction with seasonal harvests, do not interfere with agricultural production and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws. Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect and maintain the following improvements on the Property, as may be permitted by the Town Code and subject to the approval of the Town of $outhold Land Preservation Committee, provided the improvements are consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable laws: Underground facilities used to supply utilities solely for the use and enjoyment of the Property; (ii) New construction, including drainage improvement structures, provided such structures are necessary for or accessory to agricultural production; Renovation, maintenance and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the primary purpose of the structure remains agricultural; (iv) Notwithstanding anything to the contrary contained in this Easement, lot coverage shall be limited to twenty (20) percent. 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 12 this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and, 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, and that the provisions hereof shall not affect Grantee's right hereunder or the validity of this Easement. 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 13 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, or from any taxes, levies or assessments upon it or resulting from this Easement, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors. 5.04 Abandonment of Agricultural Use If Grantor leaves the Property open and follow and does not engage in agricultural production for two (2) consecutive years, then Grantor shall implement an NRCS Plan (the "Plan") approved by the Land Preservation Committee. Grantor shall provide Grantee reasonable opportunity to initiate agricultural production or prepare the Property for agricultural production. Following the failure by the ]4 Grantee to reasonably comply after the completion of one growing season, Grantee shall have the right to enter the Property and restore, prepare and maintain the Property for future commercial agricultural use in order to protect the environmental, natural, scenic and agricultural values of the Property and to insure the Property remains viable for agricultural production. In the event Grantor fails to comply with the provisions of this section after the completion of one growing season, then, in addition to all other remedies set forth herein, Grantee or its agents are hereby authorized to enter upon the Property to implement the Plan, and to recover the costs of such implementation from Grantor, as provided in Section 6.03. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 5.04 and 6.03, or to permit access upon the Property by the public. 6.02 Restoration In addition to Grantee's remedies under Section 5.04, Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 1S 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within ten (10) days' notice thereof by Grantee (which notice requirement is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within ten (10) days. 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. 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 ARTTCLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property l? 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 its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 Amendment This Easement 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. 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, 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. ]8 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement. Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.09 Recordinq Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 2O 7.:~0 Headinqs 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, 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 18, 2011 (valuation date 4/12/11). The Proportionate Share is 64%. 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). IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Deed of Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: PINDAR VI~/~, Grantor BY: Dr. Herodotus Damianos, Managing Member ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee S A. Russell, Supervisor 2] State of New York ) County of ~?/~L~ ) SS: On the /~ day of December in the year 2011 before me, the undersigned, personally appeared Dr. Herodotus Damianos, 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 (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. Signature/office of individual taking acknowledgement PATRIOIA/. FALLON State of New York ) Notsry Public, 8rate Of New'tort( No. 01FA4950146 County of Suffolk ) ss: Qualifisd In Suffolk County Commission Expires April 24, ~.,~t.~ On this /~ day of December in the year 201] before me, the undersigned, personally appeared Scott A. Russell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(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. Signature/office of individual taking acknowledgement PATRICIA L. FALLON Notary Public, State Of New Yort( No. 01 FA4950146 Oua[ified In Suffolk County .. Commission Expires April 24~ ¢,~ i~.,~ 22 $URVFT OF PROPERTY $1TUATE~ I"dATTITUC, K-. i TOP'IN OF $OUTHOLD 5UPPOLK--. COUNTY, NY 5U~¥EyEiD NOV I, 2011 p.F¥15EiD NO,/ 17, 2011 SCHEDULEA DEVELOPMENT RIGHTS EASEMENT AREA ALL that certain plot, piece or parcel of land, situate, lying and being at Mattituck, Town of Southol& County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly side of Main Road (State Route 25) where the same is intersected by the southwest coruer of land of New York State (Recharge Area) and thc southeast corner of the Reserve Area described herein; said point being also distant 1,190:: feet westerly as measured along the northerly side of Main Road (State Route 25) from the comer formed by the intersection of the westerly side of Elijah's Lane with the northerly side of Main Road (State Route 25); RUNNING THENCE along the northerly side of Main Road (State Route 25) South 76 degrees 45 minutes 37 seconds West, 244.00 feet to the division line between Reserve Area and land now or formerly of Edward F. Rutkoski; THENCE along said land and along land now or formerly of Henry Rutkoski and Helen Rutkoski the following two (2) courses and distances: 1. North 34 degrees 24 minutes 53 seconds West 2. North 36 degrees 09 minutes 45 seconds West BEG1NNrNG. 325.OO feet; 212.49 feet to the true point or place of THENCE along the division line between Development Rights Easement Area to bc described and land now or formerly of Hem.w Rutkoski and Helen Rutkoski North 36 degrees 09 minutes 45 seconds West, 2,460.44 feet to land now or formerly of the Long Island Rail Road; THENCE along said land North 46 degrees 14 minutes 21 seconds East, 336.89 feet to a rail road monument and land shown on Map of Elijah's Lane Estates, Section 3, filed 10/8/1996 as Map No. 9913; THENCE along said land and land shown on Map of Elijah's Lane Estates, Section 2, filed 10/8/1996 as Map No. 9912 the following six (6) courses and distances: I. South 40 degrees 09 minutes 50 seconds East 2. South 36 degrees 31 minutes 50 seconds East 3. South 34 degrees 42 minutes 50 seconds East 4. South 38 degrees 31 minutes 50 seconds East 5. South 37 degrees 02 minutes 50 seconds East 6. South 37 degrees 36 minutes 50 seconds East 140.51 feet; 423.50 feet; 492.4O feet; 643.6O feet; 566.37 feet; 230.27 feet to a point; THENCE South 52 degrees 23 minutes 05 seconds West, 375.31 feet to the true point or place of BEGINNING. SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Number of Pages: 7 Receipt Number : 12-0009057 District: 1000 Recorded: At: 01/25/2012 03:45:29 PM Page/Filing COE TP-584 Cert. Copies LIBER: D00012683 PAGE: 181 Section: Block: Lot: 108.00 04.00 001.003 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt $35.00 NO Handling $20.00 NO $5.00 NO NYS SRCHG $15.00 NO $0.00 NO Notation $0.00 NO $0.00 NO RPT $50.00 NO Fees Paid $125.00 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County Number of pages This document will be public record. Please remove all Social Security Numbers prior to recording. 31 20i2 J.sn 25 05:45:29 F't't .JUDZTH R, PASL-:FILE CLERK OF SUFFOLK L P i Oi Deed / Mortgage Instrument Deed / Mortgage Tax Stamp Recording / Filing Stamps FEES Page / Filing Fee Handling TP-584 Notation EA-52 17 (County) EA-5217 (State) R.P.T.S.A. Comm. of Ed. Affidavit Certified Copy NYS Surcharge Other 20. 00 Sub Total 5. O0 is. oo Sub Total Grand Total [ zooo zosoo 0400 oozoo3 ~ 4 Dist?~ ~.ooo loeoo 0400 00~.004 ) Real opert, (R Tax Service ~J2~AN-I~ Agency ,~ C¢ Verification 6 8 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD & RETURN TO: Mail to: Judith A. Pascale, Suffolk County Clerk 310 Center Drive, Riverhead, NY 11901 www. suffolkcountyny, gov/clerk jg.lName Title # Mortgage Amt. 1. Basic Tax 2. Additional Tax Sub Total Spec./Assit. or Spec./Add. TOT. MTG. TAX Dual Town __ Dual County__ Held for Appointment Transfer Tax Mansion Tax The property covered by this mortgage is or will be improved by a one or two family dwelling only. YES or NO If NO, see appropriate tax clause on page # __ of this instrument. Community Preservation Fund Consideration Amount $ CPF Tax Due $ Improved Vacant Land TD TD TD Title Company Information ,rT?/- Suffolk County Recording & Endorsement Page Thispage formspartoftheattached ~l~-c-z-.0£8'77o~0 or ~-dV~-~N~ 8-/ro ~:r'~/~7 ~a[? madeby: (SPECIFY TYPE OF INSTRUMENT) The premises herein is situated in SUFFOLK COUNTY, NEW YORK. TO In the TOWN of ~'6t4 r~.¢o,,.~ '~WA] t3r"' ~V~ In the VILLAGE or HAMLET of ~ / / 1 ~ BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. 12.0104 lO/08kk (over) IMPORTANT NOTICE If the document you've just recorded is your SATISFACTION OF MORTGAGE, please be aware of the following: If a portion of your monthly mortgage payment included your property taxes, *you will now need to contact your local Town Tax Receiver so that you may be billed directly for all future property tax statements. Local property taxes are payable twice a year: on or before January l0th and on or before May 31st. 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 Farmingvflle, 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 DECLARAT~'ON OF COVENANTS AND RESTR]CTI'ONS THIS DECLARATION, made as of this/~¢Lday of December, 2011, by P][NDAR VINEYARDS LLC, Herodotus Damianos, Managing Member, 591A Bicycle Path, Port Jefferson Station, New York 11776 hereinafter referred to as the "DECLARANT"; as owner of the premises designated as SCTM #1000-108-4-1.1 and shown on a survey prepared by John C. Ehlers Land Surveyor dated November 1, 2011 and last revised November 21, 2011, described in the metes and bounds description attached as Schedule "A", and portions of which are separately described as the "Reserve Parcel" in the metes and bounds description attached as Schedule "B" and the "Development Rights Easement Area" described in the metes and bounds descriptions attached as Schedule "C", all of which are made a part hereof. W[TNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 18625 (Route 25), Mattituck, New York, 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 (the "Town") a Grant of Development Rights Easement dated December 19, 2011 over a part of SCTM #1000-108-4-1.1, designated as the "Development Rights Easement Area"; and WHEREAS, another portion of SCTM #1000-108-4-1.1 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 and the Town Board recognize 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") 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 a 25' wide right of way for 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 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. Notwithstanding the above, no amendment, modification or other change shall be granted to permit the construction or creation of more than one single-family dwelling on the Reserve Area. TN WITNESS WHEREOF, the DECLARANT above named, has duly executed the foregoing Declaration the day and year first above written. DECLARANT: PINDAR VINEYARDS,/L~- By: Herodotus Damianos, Managing Member STATE OF NEW YORK) SS.: COUNTY OF SUFFOLK) On the /~ day of December in the year 2011 before me, the undersigned, personally appeared Herodotus Damianos, 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 December, 2011 Notary Public PATR1CIA L. FALLON Nofary Public, State 0 New¥Od( No. 0!FA4950146 Commission Expires April 24, ~/~(' 3 SCHEDULE A COMPOSITE DESCRIPTION ALL that certain plot, piece or parcel of land, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows; BEGINNING at a point on the northerly side of Main Road (State Route 25) where the same is intersected by the southwest corner of land of New York State (Recharge Area) and the southeast corner of the premises about to be described herein; said point being also distant 1,190--. feet westerly as measured along the northerly side of Main Road from the corner formed by the intersection of the westerly side of Elijah's Lane with the northerly side of Main Road (State Route 25); RUNNING THENCE from said point or place of beginning along the northerly side of Main Road (State Route 25) South 76 degrees 45 minutes 37 seconds West, 244.00 feet to land now or formerly of Edward F. Rutkoski; THENCE along said land and along land now or formerly of Henry Rutkoski and Helen Rutkoski the following two (2) courses and distances: h North 34 degrees 24 minutes 53 seconds West, 325.00 feet; 2. North 36 degrees 09 minutes 45 seconds West, 2,672.93 feet to land now or formerly of the Long Island Rail Road; THENCE along said land North 46 degrees 14 minutes 21 seconds East, 336.89 feet to a rail road monument and land shown on Map of Elijah's Lane Estates, Section 3, filed 10/8/1996 as Map No. 9913; THENCE along said land and land shown on Map of Elijah's Lane Estates, Section 2, filed 10/8/1996 as Map No. 9912 the following eight (8) courses and distances: h South 40 degrees 09 2. South 36 degrees 31 3. South 34 degrees 42 4. South 38 degrees 31 5. South 37 degrees 02 6. South 37 degrees 36 7. South 36 degrees 32 8. South 38 degrees 30 (Recharge Area); minutes 50 seconds East, 140.51 feet; minutes 50 seconds East minutes 50 seconds East minutes 50 seconds East minutes 50 seconds East minutes 50 seconds East minutes 50 seconds East minutes 50 seconds East 423.50 feet; 492.40 feet; 643.60 feet; 566.37 feet; 297.63 feet; 162.95 feet; 101.20 feet to land now or formerly of New York State THENCE along said land the following two (2) courses and distances: h South 51 degrees 30 minutes 17 seconds West, 170.98 feet; 2. South 36 degrees 49 minutes 33 seconds East, 303.55 feet to the northerly side of Main Road (State Route 25), the point or place of BEGINNING. SCHEDULE B RESERVE AREA ALL that certain plot, piece or parcel of land, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows; BEGINNING at a point on the northerly side of Main Road (State Route 25) where the same is intersected by the southwest corner of land of New York State (Recharge Area) and the southeast corner of the premises about to be described herein; said point being also distant 1,190± feet westerly as measured along the northerly side of Main Road from the corner formed by the intersection of the westerly side of Elijah's Lane with the northerly side of Main Road (State Route 25); RUNNING THENCE from said point or place of beginning along the northerly side of Main Road (State Route 25) South 76 degrees 45 minutes 37 seconds West, 244.00 feet to land now or formerly of Edward F. Rutkoski; THENCE along said land and along land now or formerly of Henry Rutkoski and Helen Rutkoski the following two (2) courses and distances: 1. North 34 degrees 24 minutes 53 seconds West, 325.00 feet; 2. North 36 degrees 09 minutes 45 seconds West, 212.49 feet; THENCE North 52 degrees 23 minutes 05 seconds East, 375.31 feet to land shown on Map of Elijah's Lane Estates, Section 2, filed 10/8/1996 as Map No. 9912; THENCE along said land the following three (3) courses and distances: I. South 37 degrees 36 minutes 50 seconds East, 67.36 feet; 2. South 36 degrees 32 minutes 50 seconds East, 162.95 feet; 3. South 38 degrees 30 minutes 50 seconds East, 101.20 feet to land now or formerly of New York State (Recharge Area); THENCE along said land the following two (2) courses and distances: 1. South 51 degrees 30 minutes 17 seconds West, 170.98 feet; 2. South 36 degrees 49 minutes 33 seconds East, 303.55 feet to the northerly side of Main Road (State Route 25), the point or place of BEGINNING. 2 SCHEDULE C DEVELOPMENT RIGHTS EASEMENT AREA ALL that certain plot, piece or parcel of land, situate, lying and being at Mattituek, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly side of Main Road (State Route 25) where the same is intersected by the southwest comer of land of New York State (Recharge Ama) and the southeast comer of the Resm~¢¢ Area described herein; said point being also distant 1,190:i_ feet westerly as measured along the northerly side of Main Road (State Route 25) from the comer formed by the intersection of the westerly side of El ij ah's Lane with the northerly side of Main Road (State Route 25 I; RUNNING THENCE along the northerly side of Main Road (State Route 25) South 76 dcgrccs 45 minutes 37 seconds West, 244.00 feet to the division line between Rcscrvc Arca and land now or tbrmerly of Edward F. Rutkoski; THENCE along said land and along land now or formerly of Henry Rutkoski and Helen Rutkoski the following two (2) courses and distances: 1. North 34 degrees 24 nfinutes 53 seconds West, 325.00 feet; 2. North 36 degrees 09 minutes 45 seconds West, 212.49 feet to the true point or place of BEGINNiNG. THENCE along the division linc bet~veen Development Rights Easement Area to be described and land now or formerly of Henry Rutkoski and Helen Rutkoski North 36 degrees 09 minutes 45 seconds West, 2,460.44 feet to land now or formerly of the Long Island Rail Road; THENCE along said land North 46 degrees 14 minutes 21 seconds East, 336.89 feet to a rail road monument and land shown on Map of Elijah's Lane Estates, Section 3, filed 10/8/1996 as Map No. 9913: THENCE along said land and land shown on Map of Elijah's Lane Estates, Section 2, filed 10/8/1996 as Map No. 9912 the following six (6) courses and distances: 1. South 40 degrees 09 minutes 50 seconds East, 140.51 feet; 2. South 36 degrees 31 minutes 50 seconds East, 423.50 feet; 3. South 34 degrees 42 minutes 50 seconds East, 492.40 feet; 4. South 38 degrees 31 minutes 50 seconds East, 643.60 feet; 5. South 37 degrees 02 minutes 50 seconds East, 566.37 feet; 6. South 37 degrees 36 minutes 50 seconds East, 230.27 feet to a point; THENCE South 52 dcgrccs 23 minutcs 05 seconds West, 375.31 fcct to thc tmc point or place of BEGINNING. ALTA Owner's Policy (6 '17 06) POLICY OF TITLE INSURANCE ISSUED BY title insurance company Any notice of claim and any other notice or statement in wdting 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 ~oss or damage, not exceeding the Amount of Insurance, Sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. 2 Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have autbedzed a transfer or conveyance; (iii)a document affecting Tide not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified, expired, or otherwise invalid power of attorney (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land 3. Unmarketable Title. 4. No right of access to and from the Land. 5 The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any par~ of the Land, is recorded in the Public Records setting fotth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6 An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any pad 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 port of the Land, is recorded in the Public Records. 8 Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. Countersigned: Stewart Title Insurance Company New York, New York File No: STl1-12359 COVERED RISKS (Continued) 9. Titla being vested other than as stated in Schedule A or being defective (i) to be timely, or (a) as a rasalt of the avoidance in whale or in part, or from a court order (ii) to impart notice of its existence to a purchaser for value or to a providing an alternative remedy, of a transfer of all or any part of the judgment or lien creditor title to ar any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Titla or other matter included vesting Titia as shown in Schedule A because that prior transfer in Covered Risks 1 through 9 that has been created or attached or has constituted a fraudulent o~ preferential transfer under federal been filed or recorded in the Public Records subsequent to Date of Policy bankruptcy, state insolvency, or similar creditors' dghts la~s; or and pdor to the recording of the deed or other instrument of transfer in the (b) because the instrument of transfer vesting Title as shown in Public Records that vests Title as shown in Schedule A. Schedule A constitutes a preferential transfer under federal The Company will also pay the costs, attorneys' fees, and expenses incurred in bankruptcy, state insolvency, or similar creditors' gghts 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, (b) not Kce~ to the Company, not recorded in the Public Records at and the Company will not pay loss or damage, costs, attorneys' fees, or Date of Policy, but Known to the Insured Claimant and not disclosed expenses that arise by reason of: in writing to the Company by the Insured Claimant pedr to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Cla~ant became an Insured under this policy; these relating to building and zoning) restricting, regulating, prohibiting, or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) at[aching or created subsequent to Date of Policy {however, this (i) the occuparcy, use, or enjoyment of the Land; does not modify or limit the coverage provided unde¢ Covered Risk (ii) the character, dimensions, or location of any improvement 9 and 10); or erected on the Land; (c) resulting in loss or damage that would not have been sustained if (iii) the subdivision of land; or the Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effec~ of any violation of these laws, ordinances, or governmental insolvency, or similar creditors' dghts laws, that the transection vesting regalatlons This Exclusion 1 (a) does not modify or limit the coverage provided the T~tio as show~ in Schedule A, is under Covered Risk 5. (a) a fraudulent conveyance or fraudu~nt transfer; or (b) Any governmental police power. This Exclusion l(b) does not (b) a preferential transfer for any reacon nat atated th Covered Risk 9 of modify or limit the coverage provided under Covered Risk 6. this policy. 2. 2 Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy 3. Defects, liens, encumbrances, adverse claims, or other matters and the date of recording of the deed or other instrument of transfer in the (a) created, suffered, assumed, or agreed to by the Insured Clalmart; Public Records that vests Title as shown in Schedule A. CONDITIONS DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections tO and 11 of these Conditions (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity (d) "Insured": The Insured named in Schedale A. {i) The term "Insured" also includes (A) sucsessers to the Title of the Insured by oporet~on 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 thsured by its conversion to another kind of Entity; (D) a grantee of an insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other eduity interests of the grantee are wholly-owned by the named Insured, {2) if the grantee wholly ow~s the named Insured, (3) if the grantee is wholly-ov~ed by an afflii~ed Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company wceld have had against any predecessor Insured, (e) "insured Claimant": An Insured claiming loss or damage, (0 "Knowledge" ar "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title, (g) "Land": The land besedbed in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, bet this does not modify or limit the extent that a dght of access to and from the Land is insured by this policy, (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpsee of impardeg constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractoaJ condition requiring the delivery of marketable title. II Parle 2 Serial No.: 0-8911584295 File No: S~-11-12359 CONDITIONS (Continued) CONTINUA'nON OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shait have liability by reason of warranties in any transfer or conveyance of the Title This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Laed, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in ~w~ing (i) in case of any litigation as sat forth in Section 5(a) of these Conditions, {ii) in case Knowledge shall came to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of tbls policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice PROOF OF LOSS In the event the Company is unable to de[ermine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extant possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the insured. This obligation is lirniteq to only these stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the insured as to those stated causes of action. Jt shall not be liable for and will not pay the fees of any other counsel. The Campany will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege m~tters not insured against by this policy. (b) The Company shall have the F~jht, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to po any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured The exercise of these dghts shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently, (c) Wheoaver the Company bdngs an action or as,serbs a defense as required or permitted by this policy, the Company n~y pursue the litigation ~ a final determination by a court of competent jurisdiction, and it expressly reserves the dght, in its sole discretion, to appeal any adverse judgment or order DUTY OF INSURED CLAIMANT TO COOPERA~ (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the dght to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expanse, shall give the Company all reaseoable aid (i) in secudng evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effasting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title o~ any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and plecas as may pa designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage, Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its parmiasidn, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third pady that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to atbers unless, in the reasonable judgmeat of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested infoonation, or grant permission to secure reasonably necessary information from third par[les as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7, OPTIONS TO PAY OR O3~ERWlSE SI:IILE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any casts, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Patties Other Than the Insured or With the Insured Claimant. (i) TO pay or otherwise settle with other par[les 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 autbedzed by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or othe~se settle with the Insured Claimant the loss or damage provideq for under this palicy, 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 obligated to pay, Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation II Page3 Serial No.: O 8911 584295 !1 File NO.: ST11 12359 CONDmONS (Continued) 8. DE11ERMINATION AND EXTENT OF LIABIUTY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance;or (ii) the difference between the value of the Title as insured and the value of the Title subject to the dsk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the dght to have the loss or damage determined either as of the date the claim was made by the insured Claimant or as of the date it is settled and paid. (c) In addidon to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses recurred in accomance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF UABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land. or cures the claim of Unmarketable Title, all ss insured, in a reasonably diligent manner by any method, inctudlag litigation and the cempletion of any appeals, it shall have fully padocmed its obligations with respect to that matter and shall not be liabla for any loss or damage caused to the Insured. (b) In the event of any litigatidn, including litigation by the Company or with the Company's consent, the Company shall have no liabil~ for lass or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appoais, adverse to the Title, as insured. (c) The Company shall not be liable for lass 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 ~RMINATION OF LIABILITY All paymsnts under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. UABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any poilay insuring a Mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LO~S When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. v 13. RIGHTS OF RECOVERY UPON PAYMENT OR SET'II.EMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subregated and entitled to the dghts of the Insured Claimar~ in the Title and all other f~jhts 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' fees, and expanses paid by the Company If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company B3 sue, compremlse, or settle in the name of the Insured Claimant and to use the name of the Insured C~almant in any ttecsastion 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 shall have recovered its loss. (b) The Company's dght of subregagon includes the rights of the insured to indemnttias, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that abdress subrogation rights, 14. ARBn'RATIOR Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association {"Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising oct of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other conttoversy or claim arising out of the transaction giving dss to this policy. All erb~rable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jedsdicdon. 15. LIABIUTY LIMITED TO THIS POUCY; POLICY ENI'IRE CONTRACT (a) This policy together with all endorsements, if any. attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whola. (b) Any claim of loss or damage that arises out of the status of the Title or by any antion asserting such claim shall be restricted to this policy, (c) Any amendment of or endorsement to this policy must be in writlag and authenticated by an authorized parson, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is mede a part of this palicy and is subject to all of iR terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement. (iii) extend the Date of Policy: or (iv) increase the Amcunt of Insurance 16. SEVERABIUTY In the event any provision of this policy, in vVnaie or in part, is held invalid o~ unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real preperty and applicable to the interpratatton, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Tide that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the cour[ or arbitrator apply its conflicts of law principles to determine the applicable law. (c) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction, 18. NOTICES, WHERE SENT il Parle 4 Serial No.: O 8911-584295 File NO: STl1-12359 STEWART TITLE INSURANCE COMPANY HEREIN CALLED TIlE COMPANY STANDARD NEW YORK ENDORSEMENT (Owner's Policy) Title No.: STl1-12359 Date of Issue: December 19, 2011 ATTACHED TO AND MADE A PART OF POLICY NUMBER O-8911-584295 I. The following is added as a Covered Risk: "1 I. Any statutory lien for services, labor or materials furnished prior to the date hereof, and which has nov,, gained or which ma), hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 2. Exclusiou Nmnber 5 is deleted, m~d the following is substituted: Any lien on the Title lbr real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. Tiffs endo~.'sement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of thc lerms and provisions of thc policy, (ii) medify 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 tcrnzs and provisions of the policy and of any prior endorsements. DATED: December 19, 2{}11 Countersigned By: Authorized Office or Agent STEWART TITLE Secretary 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) ALTA OWNER'S POLICY (6/I 7/06) SCHEDULE A File No.: ST11-12359 Amount of $1,220,000.00 Insurance: Date of Policy: 1. Name of Insured: Town of Southold December 19, 2011 Policy No.: O-8911-584295 2. The estate or interest in the Land that is insured by this policy is: Development Rights Easement 3. Title is vested in: Grant of Development Rights Easement made between Pindar Vineyard LLC to the Town of Southold dated 12/19/2011 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 made a part hereof. Section: 108.00 Block: 04.00 Lot: 001.001 ^l~r^ OWrqER 'S POI.ICY t6/~7/06) Pile No.: ST11-12359 SCHEDULE A DESCRIPTION Policy No.: O-8911-584295 DEVELOPMENT RIGHTS EASEMENT AREA ALI, that certain plot, piece or parcel of land, situate, lying and being at Mattituck, Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the northerly side of Main Road (State Route 25) where the same is intersected by the southwest corner of land of New York State (Recharge Area) and the southeasl comer of the Reserve Area described herein; said point being also distant 1,190+ feet weslerly as measured 'along the northerly side of Main Road (State Route 25) from the comer formed by the intersection of the westerly side of Elijah's Lane with the northerly side of Main Road (State Route 25); RUNNING THENCE along the northerly side of Main Road (State Route 25) South 76 degrees 45 minutes 37 seconds West, 244.00 feet to the division line between Reserve Area and land now or formerly of Edward F. Rutkoski: THENCE along said land and along land now or formerly of Henry Rutkoski and Helen Rutkoski the following two (2) courses and distances: 1. North 34 degrees 24 minutes 53 seconds West, 325.00 feet; 2. Norlh 36 degrees 09 minutes 45 seconds West, 212.49 feet to the true point or place of BEGINNING. THENCE along the division line between Development Rights Easement Area to be described and land now or fmq:nerly of Henry Rutkoski and Helen Rutkoski North 36 degrees 09 minutes 45 seconds West, 2,460.44 feet to land now or formerly of the Long Island Rail Road: THENCE along said land North 46 degrees 14 minutes 21 secon&s East, 336.89 feet to a rail road monument and land shown on Map of Elijah's Lane Estates, Section 3, filed 10/8/1996 ms Map No. 9913; THENCE along said land and land shown on Map of Elijah's Lane Estates, Section 2, filed 10/8/1996 as Map No. 9912 the following six (6) courses and distances: 1. South 40 degrees 09 minutes 50 seconds East, 140.51 feet: 2. South 36 degrees 31 minutes 50 seconds East, 423.50 feet: 3. South 34 degrees 42 minutes 50 seconds East, 492.40 feet; 4. South 38 degrees 31 minutes 50 seconds EasL 643.60 feet: 5. South 37 degrees 02 minutes 50 seconds East, 566.37 feet; 6. South 37 degrees 36 minutes 50 seconds East, 230.27 feet to a point; THENCE South 52 degrees 23 minutes 05 seconds West, 375.31 feet to the true point or place of BEGINNING. .M~IA OWNER'S POLiCY 16/17/061 RESERVE AREA Al,1, that certain plot, piece or parcel of land, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows; BEGINNING at a point on the northerly side of Main Road (Stale Route 25) where the same is intersected by the southwest comer of land of New York State (Recharge Area) and the mutheast comer of the premises about to be de~ribed herein; said point being also distant 1,190-~-_ feet westerly as measured along the northerly side of Main Road from the comer formed by the intersection of the westerly side of Elijah's Lane with the northerly side of Main Road (State Route 25): RUNNING THENCE from said point or place of beginning along the northerly side of Main Road (State Route 25) South 76 degrees 45 minutes 37 seconds West, 244.00 feet to land now or formerly of Edward F. Rutkoski: THENCE 'along said land and 'along land now or formerly of Henry Rutkoski and Helen Rutkoski the following two (2) courses and distances: 1. North 34 degrees 24 minutes 53 seconds West, 325.00 feet; 2. North 36 degrees 09 minutes 45 seconds West, 212.49 feet; THENCE North 52 degrees 23 minules 05 seconds East. 375.31 feet to land shown on Map of Elijah's Lane Estates, Section 2, filed 10/8/1996 as Map No. 9912: THENCE along said land the following three (3) courses and distances: I. South 37 degrees 36 minutes 50 seconds East, 67.36 feet; 2. South 36 degrees 32 minutes 50 seconds East, 162.95 feet; 3.South 38 degrees 30 minutes 50 seconds East, 101.20 feet to land now or formerly of New York State (Recharge Area); THENCE along said land the following two (2) courses and distances: 1. South 51 degrees 30 minutes 17 seconds West, 170.98 feet; 2. South 36 degrees 49 minutes 33 seconds East, 303.55 feet to the northerly side of Main Road (State Route 25), the point or place of BEGINNING. ALTA OWNER'S POLICY (6117/06) COMPOSITE DESCRIPTION ALl, that certain plot, piece or parcel of land, situate, lying and being at Mattituck, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows; BEGINNING at a point on the northerly side of Main Road (Sta~e Route 25) where the same is intersected by the southwest comer of land of New York State (Recharge Area) and the southeast comer of the premises about to be described herein; said point being also distant 1,190-~_ feet westerly ms measured along the northerly side of Main Road from the comer formed by the intersection of the westerly side of Elijah's Lane with the northerly side of Main Road (State Route 25); RUNNING THENCE from said point or place of beginning along the northerly side of Main Road (State Route 25) South 76 degrees 45 minutes 37 seconds West, 244.00 feet to land now or formerly of Edward F. Rutkoski: THENCE along said land and along land now or formerly of Henry Ratkoski and Helen Rutkoski the following two (2) courses and distances: l. North 34 degrees 24 minutes 53 ~conds West, 325.00 feet: 2. North 36 degrees 09 minutes 45 seconds West, 2,672.93 feet to land now or formerly of the Long Island Rail Road: THENCE along said land North 46 degrees 14 minutes 21 ,seconds East, 336.89 feet to a rail road monument and land shown on Map of Elijah's Lane Estates, Section 3, filed 10/8/1996 as Map No. 9913: THENCE along said land and land shown on Map of Elijah's Lane Estates. Section 2, filed 10/8/1996 as Map No. 9912 the following eight (8) courses and distances: 1. South 40 degrees 09 minutes 50 seconds East 2. South 36 degrees 31 minutes 50 seconds East 3. South 34 degrees 42 minutes 50 seconds East 4. South 38 degrees 31 minutes 50 seconds East 5. South 37 degrees 02 minutes 50 ~conds East 6. South 37 degrees 36 minutes 50 seconds East 7. South 36 degrees 32 minutes 50 seconds East 8. South 38 degrees 30 minutes 50 seconds East Area); 140.51 feet; 423.50 feet: 492.40 feet; 643.60 feet; 566.37 feet: 297.63 feet: 162.95 feet: 101.20 feet to land now or formerly of New York State (Recharge THENCE along said land the following two (2) courses and distances: 1. South 51 degrees 30 minutes 17 seconds West, 170.98 feet; 2. South 36 degrees 49 minutes 33 seconds East, 303.55 feet to the northerly side of Main Road (State Route 25), the point or place of BEGINNING. Pd~lA OWNEWS POLICY 16/17/06) SCHEDULE B PART 1 File No.: ST11-12359 Policy No.: O-8911-584295 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: Agricultural exemption assessment pursuant to Article 25-AA of the Agriculture and Markets Law as set forth in the deed made by Agnes B. Graboski to Pindar Vineyards LLC dated 8/30/1999 and recorded 9/9/1999 in Liber 11988, Cp. 152. Note: The life estate reserved in said deed has been extinguished pursuant to the fact that the holder of said life estate, Agnes Grabowski a/k/a Agnes Graboski died on 11/23/1999 a resident of Suffolk County, Index No. 2315P99 in the Suffolk County Surrogate's Court. Terms, covenants, conditions, agreements and other matters as set forth in the Development Rights Easement Agreement made between Pindar Vineyard LLC to the Town of Southold dated and recorded in Liber , Cp. . (Instrument insured) Survey Exceptions as to subject premises only as shown on survey (covering premises and more) made by John C. Ehlers Land Surveyor, last dated 11/21/2011 (Job No. 98-224D). Northerly line: No variations: Easterly line: Wire fencing up to 7.0 feet west of part of record line; Southerly line: No variations: Westerly line: Tree lines vary with part of record line. The owner may be out of possession to a strip of land having a maximum width of seven (7) feet lying east of easterly fencing. No lands out of possession are insured. 4. Rights of tenants or parties in possession, if any. stewart flue FENCE AND BOUNDARY AFFIDAVIT Title No.: ST11-12359 STATE OF NEW YORK : '.$$,: COUNTY OF SUFFOLK: Stephen G. Stapon and Deborah Stapon, being duly swom, deposes and says: 1. That we are the owners of the premises known as 1865 Gabdella Court in lhe [city/village/town] of Mattituck, County of Suffolk, and State of New York, District 1000, Section 108, Block 4, Lot 7.54, and are lhe sole owners of said property (hereinafter Amy/our property"). 2. That the westedy boundary line of my/our property adjoins the easterly boundary line of the premises commonly known as 18625 Main Road , Mattltuck, NY 11952 Distdct 1000, Section 108.00, Block 04.00, Lot 001.001 (the 'Premises"). 3. That w~ have reviewed the annexed survey prepared by John C. Ehlers, land surveyor, dated November 21,2011, wherein it appears that a wire fence runs along or nearby fl~e "common boundary line," but is situated up to sewen (7) feet inside the Premises from the "common boundary line." 4. That Ihv9 hgr~y ¢,,~rCY that iN/9 {iqp~ that th~ "wmr~n I~undery line" aa d¢.oi~-I in r-~3id niJrvP, y is accurate and true; and that IA~e make no claim for ownership now or in the future by adverse possession or otherwise to that portion of ~ land situate between the "common boundary line" and the fence on the Premises as set forth on the survey. 5. To the best of our knowledge said fence was erected by Pindar Vineyards. 6. That I/we understand that Pindar Vineyards owns the Promises and have exclusive dominion and control over ali of said Premises. 7. The undersigned hereby (;edify that the said fence is Pindar's pemonal property and may constitute an encumbrance on the" Pindar" premises; We undemtand that Pindar may, if they wish, remove the said fence. 8. That Ewe make this affidavit in order to induce Stewart Title Insurance Company to issue its policy of title insurance covedng the above mentioned Premises knowing that they will rely on the statements made herein and will indemnify and hold harmless Stewart Title Insurance Company for any lose, cost or damage including attorneys' f~es which may incur as a result of doing so. _~~_ ~_~ew~ title S~p-I~n G. Stapon--~ I ~ o"rah S~n I SWo~ before me this ~5 ~ da~f ~er, 20~ ~ 9n Exp. December 11~ ;~4 12/13/2811 81:11 6317652752 RBRLER PAGE 82/82 stewart titl FENCE AND BOUNDARY AFFIDAVIT Title No.: ST11-12359 STATE OF NEW YORK COUNTY OF SUFFOLK: Gerard DeMarco and Theresa DeMarco, being duly sworn, deposes and says: I. That we are the owners of the premises known as 2015 Gabriella Court in the [city/village/town] of Mattituok, County of Suffolk, and State of New York, District 1000, Section 108, Block 4, Lot 7.53, and are the sole ownem of said property (hereinafter "my/our property"). 2. That the westerly boundary line of my/our property adjoins the easterly boundary line of the premises commonly known as 18625 Main Road, Mattituck, NY 11952 Distdct 1000, Section 108.00, Brock 04.00, Lot 001.001 (the "Premises"). 3. That we have reviewed the annexed survey prepared by John C. Ehlers, land surveyor, dated November 21, 2011, wherein it appears that a wire fence runs along or nearby the "common boundary line," but is situated no more than 3.125 feet inside the Premises from the Ncommon boundary line.* 4. That I/we hereby certify that I/we agree that tho "common boundary line" as depicted in said survey is accurate and true; and that l/we make no claim for ownership now or in the future by adverse possession or otherwise to that portion of the land situate between the 'common boundary line" and the fence on the Premises as set forth on the survey. 5. To the best of our knowledge said fence dividing our Premises and that of the owner of 18625 Main Road was erected by your affiant's predecessor in title. 6. That I/we understand that Pindar Vineyards owns the Premises and have exclusive dominion and control over all of said Premises. 7. The undersigned hereby certify that the said fence may Constitute an encumbrance on the" Pinda¢' premises; We understand that Pindar may, if they wish, remove the said fence. 8. It is our understanding that the cypress trees bordering the .~emi'pe~ boundary are on Lot 7 and will not be removed by the Owner of the proPerty de~~ ~ard DeMare~ ' ' Theresa DeMarco Swo,rr~t0 before me this /__~ ~ day of December, 2011 Notary ~ru~li¢ ' ~ MELISSA A. SPIRO LAND PRESERVATION COORDINATOR melissa, spiro@town.southold.ny.us Telephone (631) 765-571 I Facsimile (631 ) 765-6640 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD OFFICE LOCATION: Town Hall Annex 54375 State Route 25 (corner of Main Rd & Youngs Ave) Southold, New York MAILING ADDRESS: P.O. Box 1179 Southold, NY 11971-0959 To: Supervisor Russell Town Board Town Clerk Land Preservation Committee Town Attorney Planning Board Suffolk County Division of Real Estate Tax Assessors Building Department Data Processing Town Comptroller Stewardship Managers Peconic Land Trust, Inc. The Nature Conservancy From: Melissa Spiro, Land Preservation Coordinator Date: December 19, 2011 Re: PINDAR VINEYARDS LLC to TOWN OF SOUTHOLD Part of SCTM #1000-108.-4-1.1 Please be advised that the Town has acquired a development rights easement on the agricultural property listed below. If you would like additional information regarding the purchase, please feel free to contact me. LOCATION: SCTM #: PROPERTY OWNERS: CONTACT DATE: PURCHASE DATE: PURCHASE PRICE: TOTAL PARCELACREAGE: EASEMENT ACREAGE: RESERVE AREA: ZONING: FUNDING: 18625 Main Road (NYS Rt 25), Mattituck part of 1000-108.-4-1.1 Pindar Vineyards LLC September 1, 2011 December 19, 2011 $1,220,000.00 (based on 20.0 buildable acres @ $61,000/buildable acre) 24.18 acres 20.0 acres 4.18 acres R-40 and A-C CPF 2% Land Bank CLOSING STATEMENT PINDAR VINEYARDS LLC to TOWN OF SOUTHOLD Part of SCTM #1000-108.-4-1.1 Total Development Rights Easement - 20.0 acres Total Parcel Acreage - 24.18 acres Reserved Area - 4.18 acres Location: 18625 Main Rd (NYS Rt 25), Mattituck Closing took place on Monday, December 19, 2011 at 10:00 a.m., Southold Town Hall Annex Purchase Price of $1,220,000.00 (based upon 20.0 buildable acres $61,0001buildable acre) disbursed as follows: Payable to Farm Credit East, ACA Check #112456 (1211912011) Payable to William F. Bates, As Attorney Check #112453 (1211912011) Payable to William F. Bates, Esq. Check # 112454 (1211912011) Payable to Stewart Title Insurance Company Check #112458 (12/19/2011 ) Expenses of Closing: Appraisal Payable to Given Associates, LLC Check #91181 (5/2212007) Updated Appraisal Payable to Given Associates, LLC Check #109960 (511012011 ) $ 408,000.00 $ 795,650.0O $ 350.00 $ 16,000.O0 $ 1,220,000.00 $ 2,600.00 $ 2,000.00 Survey Payable to John C. Ehlers Land Surveyor Check #112363 (12~6~2011 ) $ 1,500.00 Environmental Report Phase I ESA Payable to Nelson, Pope & Voorhis, LLC Check #112143 (11/9/2011) $ 1,000.00 Title Report Payable to Stewart Title Insurance Company Check #112457 (12/19/2011) Title insurance policy $ 5313 Recording easement $ 275 Certified Copy $ 50 $ 5,638.00 Covenants & Restrictions Recording Fee Payable to Stewart Title Insurance Company Check #112572 (12/2012011) $ 275.00 Title Closer Attendance Fee Payable to Patricia Fallon Check # 112455 (12/19/2011 ) $ 100.00 Those present at Closing: Scoff A. Russell Lisa Clare Kombrink, Esq. Dr. Herodotus Damianos Kathryn Krejci Hon. Rudolph H. Bruer Patricia Fallon Melissa Spiro Melanie Doroski Southold Town Supervisor Attorney for Town of Southold Seller/President, Pindar Vineyards LLC Executive Director for Pindar Vineyards LLC Attorney for Pindar Vineyards LLC Title Company Closer Land Preservation Coordinator Land Preservation Sr Administrative Asst TOWN OF SOUTHOLD VENDOR 006019 FARM CREDIT EAST, ACA 12/19/2011 CHECK 112456 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR626 121911 PINDAR-PART.CHK.DSBRSMNT 408,000.00 TOTAL 408,000.00 TOWN OF SOUTHOLD VENDOR 002123 WILLIAM BATES,AS ATTORNEY 12/19/2011 CHECK 112453 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR626 121911 PINDAR-PART.CHK.DSBRSMNT 795,650.00 TOTAL 795,650.00 TOWN OF SOUTHOLD VENDOR 002118 WILLIAM F. BATES,ESQ. 12/19/2011 CHECK 112454 FLrND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR626 121911 PINDAR-PART.CHK.DSBRSMNT 350.00 TOTAL 350.00 TOWN OF SOUTHOLD VENDOR 019624 STEWART TITLE INSURANCE CO. 12/19/2011 CHECK 112458 Fl/ND & ACCOUNT P.O.~ IN-VOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR626 121911 PINDAR-PRTL CK.DSBRSMNT 16,000.00 TOTAL 16,000.00 GIVEN 548 Route 111 / PO Box 5305 Hauppauge, NY 11788 631-360-3474 Fax 631-360-3622 Bill To Town of Southotd P.O. Box 1179 Southold NY 11971-0959 Invoice Date ] Invoice # 4/30/2007 [ 292 IPlease make check payable to: GIVEN ASSOCIATES, LLC. Description Appraisal of Real Property of Pindar Vineyards, LLC Located 18625 Main Road Mattituck, NY S.C.T.M. #1000-108-4-1.1 MAY 22007 OEOT OF IAND Terms Due upon Receipt File No. 2007183 Amount 2,600.00 Thank you for your continued business. Balance Due $2,600.00 GIVEN TOWN OF SOUTHOLD 53095 MAIN ROAC SOU'[HOLD NEWYORK 11971 43959 AUDIT 5622 NO. 05/22/2007 DOLLARS C,~, O0000N 0"" 091181 $8,.6co.00 ~FLi~D Q ACCGLi~ P. O. ~ H3 .8660,2 500.200 H3 .8660.2,500.200 H3 .8660.2.500.200 16910 16911 16912 286 292 293 n~/oo/oO97 CHECK Pl!£! DE$CRiPixON ~'iOuNl~ ~A~ISAL-PFE~/~~ ISAL-PIATDkR 2,600.00 A~-SEP~qO~,SUO.U'0 TOTAL 8,600.00 GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 007416 GIVEN ASSOCIATES LL Y=Select JE Date Trx. Date Fund Account ......................... Use Acti 1/30/2007 2/27/2007 3/13/2007 3/13/2007 3/27/2007 5/22/2007 5/22/2007 5/22/2007 7/31/2007 7/31/2007 8/14/2007 9/25/2007 10/09/2007 10/23/2007 12/18/2007 1/30/2007 H3 .600 2/27/2007 H3 .600 3/13/2007 H3 .600 3/13/2007 H3 .600 3/27/2007 H3 .600 5/22/2007 H3 .600 5/22/2007 H3 .600 5/22/2007 H3 .600 7/31/2007 H2 .600 7/31/2007 H2 .600 8/14/2007 H2 .600 9/25/2007 H2 .600 10/09/2007 A .600 10/23/2007 H2 .600 12/18/2007 H2 .600 ......................... Use Acti F2=Shift Up F3=Exit F10=Prev View Select Record(s) or Use Action Code Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-05222007-164 Line: 140 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 5/22/2007 SDT 5/18/07 : Trx Amount... 2,600.00 : Description.. APPRAISAL-PINDAR : Vendor Code.. 007416 Pay Method: : Vendor Name.. GIVEN ASSOCIATES LLC : Alt Vnd.. : CHECK ........ 91181 SCNB : Invoice Code. 292 : VOUCHER ...... : P.O. Code .... 16911 : Project Code. : Final Payment F Liquid. : Type of 1099. M BOX. 07 Addl. : Fixed Asset.. Y : Date Released 5/22/2007 : Date Cleared. 6/30/2008 : F3=Exit F12=Cancel : ASSOCIATES 548 Route 111, Suite 200 Hauppauge, NY 11788 631-360-3474 Fax 631-360-3622 Sill To I Town of Southold P.O. Box 1179 Southold NY 11971-0959 Date Invoice # 4/19/2011 1009 Please make check payable to: GIVEN ASSOCIATES, LLC File No. Terms 2011127 Description Appraisal of Real Property of Pindar Vineyards, LLC Located 18625 Main Road, Mattituck, NY S.C.T.M. #1000-108-4-1.1 ?RESERVABON Due upon Receipt Amount 2,000.00 Thank you for your continued business. Balance Due $2,000.00 TOWN OF SOUTHOLD VENDOR 007416 GIVEN ASSOCIATES LLC 05/10/2011 CHECK 109960 ~TR~D & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H3 .8660.2.500,200 22672 1009 2011127-PINDAR VINVARD 2,000.00 TOTAL 2,000.00 GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 007416 GIVEN ASSOCIATES LL Y=Select - JE Date Trx. Date Fund Account ......................... Use Acti .. 12/14/2010 . . 1/04/2011 . . 1/18/2011 4/12/2011 5/10/2011 ,, 10/11/2011 12/14/2010 H3 .600 1/04/2011 A .600 1/18/2011 H3 .600 4/12/2011 H3 .600 5/10/2011 H3 .600 10/11/2011 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: 98 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 5/10/2011 SDT 5/06/11 : : Trx Amount... 2,000.00 : : Description.. 2011127-PINDAR VINYARD : : Vendor Code.. 007416 Pay Method: : : Vendor Name.. GIVEN ASSOCIATES LLC : : Alt Vnd.. : : CHECK ........ 109960 SCNB : : Invoice Code. 1009 : : VOUCHER ...... : : P.O. Code .... 22672 : : Project Code. : : Final Palnnent F Liquid. : : Type of 1099. M BOX. 07 Addl. : : Fixed Asset.. Y : : Date Released 5/10/2011 : : Date Cleared. 5/31/2011 : : F3=Exit F12=Cancel : : : JOHN C. EHLERS 6 East Main Street Riverhead, NY 11901 STATEMENT DATE INVOICE 11/23/2011 Town of Southold Dept. of Land Preservation Town Hall Annex Southold, NY 11971 TEL: 516-369-8288 FAX: 516-369-8287 TAX MAP NUMBER MY JOB NUMBER 1000-108-4-1.1 98-224 DATE DESCRIPTION CHARGES BALANCE 11/23/2011 ~ Survey work for Survey for development rights purchase by the 1,500.00 1,500.00 Town of Southold PINDAR VINEYARDS LLC i I PLEASE MAKE YOUR CHECK PAYABLE TO JOHN C. EHLERS Total $1,500.00 E-mail Web Site ] ' j esurvey~optonlin e.net Iongislandlandsurveyor.com ] TOWN OF $OUTHOLD VENDOR 005322 JOHN C. EHLERS 12/06/2011 CHRCK 112363 FUND & ACCOUNT P.O. ~ INVOICE DESCRIPTION AMOUNT H3 ,8660.2.600.100 H3 .8660.2.600,100 22668 2007242 23462 98-224 INST SILL SURVEy MONUMNT 100.00 SURVEY-pINDAR VINEYARD~ 1~, 50010~_ TOTAL 1,600.00 GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 005322 EHLERS/JOHN C. Y=Select - JE Date Trx. Date Fund Account ......................... Use 12/19/2006 12/19/2006 H3 .600 ,, 3/13/2007 . . 5/08/2007 7/03/2007 9/11/2007 4/08/2008 6/03/2008 3/13/2007 H3 5/08/2007 H2 7/03/2007 H2 9/11/2007 H2 4/08/2008 H3 6/03/2008 H3 Acti 11/18/2008 11/18/2008 H3 12/16/2008 12/16/2008 H3 12/15/2009 12/15/2009 H3 2/15/2011 2/15/2011 H3 7/05/2011 7/05/2011 H3 9/27/2011 9/27/2011 H3 .. 12/06/2011 12/06/2011 H3 ~ 12/06/2011 12/06/2011 H3 F2=Shift Up F3=Exit F10=?rev View CANNOT FORWARD. END OF FILE 600 600 60O 600 6OO 60O 6OO 600 6OO 600 6OO 600 6OO 60O Disburs Inquiry by Vendor Name .............. Detail--GL100N .............. : W-12062011-883 Line: 92 Formula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 12/06/2011 SDT 12/06/11 : : Trx Amount... 1,500.00 : : Description.. SURVEY-PINDARVINEYARDS : : Vendor Code.. 005322 Pay Method: : : Vendor Name.. EHLERS/JOHN C. : : Alt Vnd.. : : CHECK ........ 112363 SCNB : : Invoice Code. 98-224 : : VOUCHER ...... : : P.O. Code .... 23462 : : Project Code. : : Final Payment F Liquid. : : Type of 1099. M BOX. 07 Addl. : : Fixed Asset.. Y : : Date Released 12/06/2011 : : Date Cleared. 12/31/2011 : : F3=Exit F12=Cancel : : : Invoice Melissa Spiro Town of Southold Dept of Land Preserv Town Hall 53095 State Rt 25, PO Box 1179 Southold, NY 11971 Project V11X110.001.000 Nelson Pope & Voorhis, LLC 572 Walt Whitman Road Melville, NY 11747 (63'1) 427-5665 18625 Main Road, Mattituck October 14; 2011 Project No: V11X110.001.000 Invoice No: 8600 Project Manager Steven McGinn Professional Services Phase SA Site Audit Task 1300 Phase I ES,& Contract dated September 1,2011: Item 1. Prepare Phase I Environmental Site Assessment Fee Total Fee 1,000.00 Percent Complete 100.00 Total Earned 1 ;000.00 Previous Fee Billing 0.00 Current Fee Billing 1,000.00 Total Fee 1,000.00 Total this Task $1,000.00 Total this Phase $1,000.00 Total this Invoice $1,000.00 OCT 1 7 DEPI. OF LAND PRESERVAIION All invoices are due net 30 days. A late charge of 1% per month will be ~lded to any unpaid balance after 30 days. TOWN OF SOUTHOLD VENDOR 014161 NELSON, POPE & VOORHIS, LLC 11/09/2011 CHECK 112143 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H3 .8660.2.600.100 22681 8600 PHS I ESA-PIND~R VNYRD 1,000.00 TOTAL 1,000,00 GL108S 20 TOWN OF SOUTHOLD View 1 ** Actual Hi Vendor.. 014161 NELSON, POPE & VOOR Y-Select - JE Date Trx. Date Fund Account ......................... Use Acti .Y. 11/09/2011 11/09/2011 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-11092011-659 Line: 209 Fozmula: 0 : : Account.. H3 .600 : : Acct Desc ACCOUNTS PAYABLE : : Trx Date ..... 11/09/2011 SDT 11/07/11 : : Trx Amount... 1,000.00 : : Description.. PHS i ESA-PINDAR VNYRD : : Vendor Code.. 014161 Pay Method: : : Vendor Name.. NELSON, POPE & VOORHIS, : : Alt Vnd.. : : CHECK ........ 112143 SCNB : : Invoice Code. 8600 : : VOUCHER ...... : : P.O. Code .... 22681 : : Project Code. : : Final Payment F Liquid. : : Type of 1099. M BOX. 07 Addl. : : Fixed Asset.. Y : : Date Released 11/09/2011 : : Date Cleared. 11/30/2011 : : F3=Exit F12=Cancel : : : STEWART TITLE INSURANCE COMPAI~Y 707 Westchester Avenue, Suite 411, White Plains, New York 10604 Phone: 800-433-4698 or 914-993-9393 Fax: 914-997-1698 T,I, No. FEE INSURANCE COVERAGE ~/,~O, tg~-~, d~ PREMIUM F~R ~ET V~UE ~DER (Opfion~) P~M1UM MORTGAGE T~ (Mo~gag~) MORTGAGE T~ ~o~g~or) DEP~TMENTAL SEARCHES ST~ET REPORT E~ROW DEPOSIT ESCROW DEPOSIT FEE ( ) SATISFA~ION(S} ( ) MORTGAGE(S) ( ) CONSOLIDATION, EXTENSION & MODIFICATION AG~EMENT(S) ( ) MORTGAGE AFFIDA~T(S) ( ) ASSIGNMENT(S) CLOSER CHARGES, IF ANY: PICK-UP FEE OTHER: PATRICIA L. FALl,ON Title Closer TOWN OF SOUTHOLD VENDOR 019624 STEWART TITLE INSUR3%NCE CO. 12/19/2011 CHECK 112457 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 H2 .8686.2.000.000 H2 .8686.2.000.000 STl1-12359 STl1-12359 TBR626 STl1-12359 PINDAR-RECORDING EASE. 275.00 PINDAR-CERT.CPY REC ESMN 50.00 PINDAR-TITLE INS POLICY 5,313.00 TOTAL 5,638.00 TOWN OF SOUTHOLD VENDOR 006013 PATRICIA FALLON 12/19/2011 CHECK 112455 FUND & ACCOUNT P.O.~ INVOICE DESCRIPTION AMOUNT H2 .8686.2.000.000 TBR626 STl1-12359 TITLE CLSR FEE-PINDAR 100.00 TOTAL 100.00