HomeMy WebLinkAboutPurchase and Sale Agreement May 30, 2014
DEVELOPMENT RIGHTS
PURCHASE AND SALE AGREEMENT
between
Martin H. Sidor, Robert Sidor, Diane Regeness and Joanne
Kraebel, as Co-Trustees of the Unified Credit Trust, under the Will
of Martin B. Sidor, Jr. for the benefit of Frances Sidor and Martin
B. Sidor, Jr., Robert Sidor, Joanne Kraebel and Diane Regeness,
Co-Executors of the Estate of Frances Sidor
and
TOWN OF SOUTHOLD
hd
THIS AGREEMENT, made the010""day of —j — 2014,
between Martin H. Sidor, Robert Sidor, Diane Regeness and Joanne
Kraebel, as Co-Trustees of the Unified Credit Trust under the Will of Martin
B. Sidor, Jr., for the benefit of Frances Sidor, and as Co-Executors of the
Estate of Frances Sidor, c/o __._.._ , residing at
(hereinafter collectively referred to as the
"Seller") and the TOWN OF SOUTHOLD, a municipal corporation of the
State of New York having its principal office at 53095 Main Road, P.O. Box
1179, Southold, New York 11971 (hereinafter referred to as the
"Purchaser'.
WITNESSETH :
1. DESCRIPTION. The Seller agrees to sell and convey, and the
Purchaser agrees to purchase the Development Rights, as hereinafter
defined, in PART OF that certain plot, piece or parcel of land, situate, lying
and being in the Town of Southold, County of Suffolk, and State of New
York (the part of the plot being referred to herein as the "Property" or the
"Premises"), known as 2010 Oregon Road, Mattituck, New York, and
designated as p/o SCTM #1000-100-4-4. The area and dimensions of the
Property are subject to such changes and modifications consistent with the
area and dimensions as shown on a survey (see 18 herein). The parties
acknowledge that the total area of the lot is ±61.0 acres, and that the
Town will purchase a ±53.9 acre development rights easement. Impervious
surface coverage will be limited in the entire easement area to 8 (eight)
per cent.
The parties further acknowledge that Seller will retain two reserve
areas of approximately ±3 acres and ±5 acres, respectively. The ±3 acre
reserve area will be located along the northerly side of Wickham Avenue,
situated in the southeast corner of the parcel, retaining road frontage on
Wickham Avenue. The ±5 acre reserve area will be located along the
southerly side of Oregon Road, situated along the northerly boundary of
the parcel around the existing residential home and agricultural structures,
retaining road frontage on Oregon Road. This ±5 acre reserve area is
intended to retain the right for further residential subdivision. At least one
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of the reserve areas described above will remain attached to the easement
area.
2. DEVELOPMENT RIGHTS DEFINED. "Development Rights" as the
term is used in this Agreement shall mean the permanent legal interest and
right to prohibit or restrict the use of the Property for anything other than
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 may be
amended, and including the production of crops, livestock and livestock
products as presently defined in Section 301(2)(a)-(j) of the New York
State Agriculture and Markets Law, now, or as may be amended, and
subject to the further limitations set forth in the Grant of Development
Rights Easement. The Development Rights to be acquired by the
Purchaser and the rights of the Seller will be further defined as set forth in
a draft Grant of Development Rights Easement (the "Easement').
Purchaser reserves the right to make further changes to the draft
Easement, which will be provided to Seller in a timely manner. The power
and purpose of the Purchaser is limited to acquiring the Development
Rights in lands presently used for agricultural production. Notwithstanding
the above, no future restriction in the laws set forth in the first sentence of
this Paragraph 2 and/or the Code or limitation in the definitions in the laws
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set forth in the first sentence of this Paragraph 2 and/or the Code shall
preclude a use which is permitted under the current law and/or the Code.
3. PUBLIC HEARING REQUIRED. Purchaser shall, upon obtaining a
survey and inspecting the Premises in relation thereto, hold a public
hearing on the acquisition pursuant to §247 of the General Municipal Law.
Such acquisition must be approved by an affirmative vote of the Town
Board and the adoption of an appropriate resolution following a public
hearing. If the Premises are not entirely used or suitable for agricultural
production, Purchaser may cancel this Agreement or, subject to Seller's
further agreement, accept that portion of the premises which is suitable for
agricultural production, as herein defined, in which case the price will be
adjusted in proportion to the area deemed suitable using the unit price as
herein set forth. The Town of Southold Land Preservation Committee shall
also approve the area from which the Development Rights will be acquired,
such area to be shown on a survey obtained pursuant to ¶8.
4. PURCHASE PRICE. The agreed purchase price is THREE
MILLION FIVE HUNDRED THREE THOUSAND FIVE HUNDRED
AND 00/100 DOLLARS ($3,503,500.00) for the ±53.9 acres
contemplated to be encumbered under this Agreement, based upon a value
of SIXTY-FIVE THOUSAND DOLLARS ($65,000.00) per buildable acre, and
subject to a final survey of the Premises (see ¶8). Purchaser and Seller
hereby agree that if the final survey shows that the total acreage of the
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Premises is different from the ±53.9 acre figure used by Purchaser in
determining the purchase price of THREE MILLION FIVE HUNDRED
THREE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS
($3,503,500.00), the final purchase price will be adjusted at a rate of
SIXTY-FIVE THOUSAND DOLLARS ($65,000.00) per buildable acre for each
additional or subtracted acre or portion thereof.
The purchase price shall be payable by the Town of Southold to the
Seller at the Closing, by good, certified check of Purchaser drawn on or
official check issued by any bank having a banking office in New York,
payable to the order of Seller or as Seller may otherwise direct.
5. CLOSING DATE/LOCATION. The Grant of Development Rights
Easement is to be delivered on or about fourteen (14) days from receipt of
a title report and environmental audit, in a form and substance acceptable
to Purchaser and satisfaction of the contract contingency in paragraph 6
below, or as otherwise agreed by the parties. The Closing shall take place
at the office of the Department of Land Preservation, Town Hall Annex,
54375 State Route 25, Southold, N.Y. 11971, unless otherwise agreed in
writing. The delivery to and acceptance of the Grant of Development
Rights Easement by Purchaser and the disbursement of the purchase price
to Seller shall constitute the "Closing."
6. SUBDIVISION CONTINGENCY. This agreement is contingent upon
Seller receiving approval for an Open Development Area "ODA" subdivision
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substantially in the configuration shown on the attached sketch. Nothing
herein shall be construed to be an approval of the ODA subdivision by the
Planning Board of the Town of Southold or a waiver of any provisions of
the Town Code. Consistent with paragraphs 1 and 8 herein, the Property
from which the Development Rights are to be acquired herein shall be
based upon the dimensions as shown on the approved and filed subdivision
map. In the event that Seller is not approved for an ODA subdivision, on
terms satisfactory to Seller, Seller shall have the right to terminate this
Agreement. Notwithstanding the above, Seller may waive the Subdivision
contingency and proceed to Closing in accordance with the provisions of
this Agreement.
7. FURTHER SUBDIVISION. 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, except that
Grantor may seek approval to subdivide the Property into three (3) parcels as
depicted in Exhibit"B" attached and made a part hereof, subject to the further
restrictions in the Grant of Development Rights Easement.
In the event that the Property is subdivided, any portion of the
Property so subdivided shall remain subject to a Grant of Development
Rights Easement. Subject to the approval of the Grantee, the
allocation of the following rights between the subdivided parcels shall
be determined by the Grantor and shall be set forth in the deed for
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any subdivided parcel conveyed, in an amendment to the Easement,
or in another appropriate document to be recorded in the office of the
County Clerk:
(1) Construction of impervious surfaces, as set forth in
Section 3.07(a) of the draft Grant of Development
Rights Easement attached as Exhibit "A"; and
(2) Construction or placement of structures, as set forth
in Section 4.06 the draft Grant of Development
Rights Easement attached as Exhibit "A"; and
(3) Construction or placement of utilities, as set forth in
Section 3.06 the draft Grant of Development Rights
Easement attached as Exhibit "A"; and
The allocation of the rights listed in (1)-(3) above shall not result
in total allowances greater than those allowed under each such
section.
Boundary line adjustments will be permitted in the case of
technical errors made in the survey or legal description. In such cases,
boundary line adjustments cannot exceed 2 (two) acres for the entire
Property. Boundary line adjustments needed to correct technical errors
that exceed 2 (two) acres will require an amendment of the Grant of
Development Rights Easement.
Grantor may also seek approval to modify or alter lot lines
between the Property and adjacent parcels, provided that the resulting
acreage is increased, and the additional acreage is subject to a
development rights easement or other conservation instrument.
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Notwithstanding the above, the underlying fee interest may be divided by
conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by
will or operation of law.
8. SURVEY. Purchaser and Seller will have the perimeter of Seller's
parcel, the reserve areas and the Property surveyed by a licensed land
surveyor to determine the actual acreage of the area upon which the
Development Rights are to be sold. The survey of the perimeter, the
reserve areas and the Property shall be paid by the Purchaser. The Seller
shall be responsible for all other costs related to the surveying and
mapping of the Premises.
9. ENVIRONMENTAL INSPECTION. Purchaser may conduct a Phase I
environmental inspection of the Property. If such an inspection is made, the
Purchaser's obligations under this agreement are subject to and conditioned on
the receipt of a report delivered within 45 days after the date of this agreement,
or sooner if at all practicable (which date may be extended by Seller in writing
pursuant to a written request by Purchaser, and such request shall not be
unreasonably withheld) verifying that there are no negative environmental
conditions, including but not limited to debris, abandoned vehicles, unused wells,
or hazardous substances on or in the Premises, including structures. In
connection with its activities under this Contract, Purchaser, (i) shall fully comply
with all applicable laws, ordinances, rules and regulations in connection with
such inspections, and investigations; (ii) shall conduct its activities in a manner
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to minimize any unreasonable disturbance to adjacent property owners and
occupants and so as to not interfere with Seller's use of the premises; (iii) shall
not permit any inspections, tests, or investigations to result in any liens,
judgments or other encumbrances being filed against the Premises and shall, at
its sole cost and expense, promptly discharge of record any such liens or
encumbrances that are so filed or recorded; (iv) shall provide Seller with
certificates of insurance from each contractor performing work at the premises,
which certificates shall be for insurance maintained with insurance companies
reasonably satisfactory to Seller, for commercial general public liability insurance
and with combined single limit of not less than $1,000,000 per occurrence for
bodily injury and property damage, automobile liability coverage including owned
and hired vehicles with a combined single limit of $2,000,000 per occurrence for
bodily injury and property damage, (certificates of which shall be given to Seller
prior to the first entry by Purchaser or its agents on the Premises), all of which
insurance shall be written on an 'occurrence form". The Seller shall have the
right but not the obligation to remedy any environmental defects identified by
such environmental inspection, at its sole cost and expense, upon notice to the
Town and within a reasonable period of time. In this event, Seller shall provide
proof satisfactory to the Purchaser that such defects have been cured. If Seller
elects not to remedy the defect(s), either party may cancel this Agreement, and
in such event, Purchaser shall be reimbursed for the costs of title examination,
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survey and environmental inspection with no further liability between the parties,
or the Purchaser may elect to proceed to closing "AS IS".
10. FORM OF EASEMENT/OTHER RESTRICTIONS. The Grant of
Development Rights Easement ("Easement's to be executed by Seller and
delivered to Purchaser at the closing shall be in the form approved by the
Town Attorney, or his designated representative. A draft easement is
attached hereto. The parties acknowledge that certain changes may be
made to the easement before Closing, in accordance with the form
easement required by the NRCS. Such changes shall be approved by the
Seller, and such approval shall be a condition of Closing.
The Grant of Development Rights Easement shall be duly executed
and acknowledged so as to convey to the Purchaser the Development
Rights of the Property, free of all liens and encumbrances, except as herein
stated, and shall be recorded in the Office of the Suffolk County Clerk.
Purchaser shall be responsible for the recording fees in connection with the
Grant of Development Rights Easement.
If the Seller is a corporation, it will deliver to the Purchaser at the
time of the delivery of the Grant of Development Rights Easement
hereunder such documentation as may reasonably be required by
Purchaser's title company, including but not limited to a resolution of its
board of directors authorizing the sale and delivery of the Grant of
Development Rights Easement, and a certificate by the secretary or
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assistant secretary of the corporation certifying such resolution and setting
forth facts showing that the conveyance is in conformity with the
requirements of NYS Not-for-Profit Corporation Law. The Grant of
Development Rights Easement in such case shall contain a recital sufficient
to establish compliance with said section.
11. INSURABLE TITLE. The Purchaser may make its determination
of whether the Property is free from all encumbrances, except as set forth
in 112, on the basis of its own examination of the title, or that of its
agents, or a title report of a member company of the New York Board of
Title Underwriters having offices in Suffolk County. Purchaser may require
the Seller to clear title exceptions, except as set forth in $12, to the
satisfaction of the Purchaser and the title company. In the event that the
Seller is unable to convey the Grant of Development Rights Easement free
from all encumbrances in accordance with the terms of this Agreement, or
as a title insurance company as described above may be willing to insure,
Seller shall reimburse Purchaser for the costs of the title examination,
survey and environmental inspection, and this Agreement shall be
considered canceled with neither party having any further obligation to the
other.
12. ACCEPTABLE ENCUMBRANCES. The Seller shall convey and the
Purchaser shall accept the Grant of Development Rights Easement subject
to existing covenants, easements and agreements of record, state of facts
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shown on an accurate and current survey provided they do not render title
uninsurable and any laws, rules and regulations affecting the Property. In
the event the property is to be conveyed subject to a mortgage, Seller shall
include and record with the Grant of Development Rights Easement the
written consent of the mortgagee. The Grant of Development Rights
Easement may also be conveyed subject to the assessment of real property
taxes, provided that at the time of Closing, all real property taxes are paid
in full for the current half of the tax (lien) year with no arrears. All other
encumbrances, liens, assessments, charges, judgments, estates, taxes and
other limitations shall be satisfied at or prior to Closing.
13. USE OF MONEY TO CLEAR TITLE/DISTRIBUTION OF
PROCEEDS. If at the date of Closing there are any other liens or
encumbrances which the Seller is obligated to pay and discharge, the Seller
may use any portion of the balance of the purchase price to satisfy the
same, provided the Seller shall simultaneously deliver to the Purchaser and
Purchaser's title company at the Closing instruments in recordable form
and sufficient to satisfy such liens and encumbrances of record, together
with the cost of recording and filing said instruments.
The Seller also agrees to provide duly executed internal Revenue
Service Form W-9 and to sign such proper vouchers for the Closing
check(s) as may be requested by the Town Fiscal Officer at least two (2)
weeks prior to the date fixed for Closing. The Purchaser, if request is
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made within a reasonable time prior to the date of Closing, agrees to
provide at the Closing separate checks as requested, aggregating the
amount of the purchase price, to facilitate the distribution of proceeds
among the owners and the satisfaction of any such liens and
encumbrances, which encumbrances shall not be deemed objections to title
if the Seller shall comply with the foregoing requirements.
14. AFFIDAVITS AS TO JUDGMENTS. If a search of the title
discloses judgments, bankruptcies or other returns against other persons
having names the same or similar to that of the Seller, the Seller will, on
request, deliver to the Purchaser an affidavit showing such judgment,
bankruptcies or other returns are not against Seller, if such is the case.
15. OTHER DOCUMENTS AT CLOSING. Seller shall deliver at
Closing a certification stating that Seller is not a foreign person, which
certification shall be in the form then required by FIRPTA. If Seller fails to
deliver the aforesaid certification or if Purchaser is not entitled under
FIRPTA to rely on such certification, Purchaser shall deduct and withhold
from the purchase price a sum equal to 10% thereof (or any lesser amount
permitted by law) and shall at Closing remit the withheld amount with the
required forms to the Internal Revenue Service.
16. SELLER'S REPRESENTATIONS. The seller represents that:
a) the Premises are agricultural lands used for agricultural production as
defined herein;
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b) to the Seller's knowledge, at no time has the Property been used for
the generation, storage, or disposal of hazardous substances, or as a landfill or
other waste disposal site except in connection with storage and application of
chemicals used in agricultural production, including petroleum products, in
accordance with applicable laws and regulations;
c) to the Seller's knowledge, there are no hazardous substances or toxic
wastes in or on the Property that may affect the Property or any use thereof
except as set forth in b) above, or that may support a claim or cause of action
under common law or under any federal, state or local environmental statute,
regulation, ordinance or any other environmental regulatory requirement, nor
has any action been instituted for enforcement of same;
d) to the Seller's knowledge, there are currently no underground storage
tanks or wells on the Property, and none were located on the Property;
e) to the Seller's knowledge, there are no actions, suits, claims or
proceedings seeking money damages, injunctive relief, remedial action or any
other remedy, pending or threatened, relating to a violation or non-compliance
with any environmental law, or the disposal, discharge or release or solid wastes,
pollutants or hazardous substances, or exposure to any chemical substances,
noises or vibrations to the extent the same arise from the condition of the
Premises or Seller's ownership or use of the Premises;
f) no consent or approval is needed from any governmental agency
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for the transfer of the development rights from Seller to Purchaser, and neither
the execution of this Agreement, nor the closing of title, will violate any
environmental law;
g) from the date of this Agreement to Closing, Seller will not
remove any soil from the Property from which development rights will be sold,
except in the course of normal agricultural production, including horticulture,
farming and drainage activities.
17. INDEMNIFICATION. Seller will defend, indemnify, and hold
harmless the Purchaser against any and all damages, claims, losses, liabilities
and expenses, including, without limitation, responsibility for reasonable and
necessary legal, title, environmental consulting, engineering fees and other
costs and expenses which may arise out of 1) any inaccuracy or
misrepresentation in any representation or warranty made by Seller in this
Agreement; 2) the breach or non-performance of any covenants required by this
Agreement to be performed by the Seller; 3) the cancellation of this contract or
of the Closing contemplated herein if Seller elects not to proceed with the sale
'0 eOJ
for any reason or for no reason, except as set forth in n 19 or for a breach or
default on the part of Purchaser; 4) any action, suit, claim, or proceeding seeking
money damages injunctive relief, remedial action, or other remedy by reason of
a violation or non-compliance with any environmental law, or the disposal or
release of solid wastes, pollutants or hazardous substances, or exposure to any
chemical substances, to the extent they arise from the ownership, operation,
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and/or condition of the premises prior to or subsequent to the execution of the
deed of development rights, except those lawfully and properly occurring in the
course of agricultural production. This paragraph shall survive Closing.
18. PUBLIC DISCLOSURE STATEMENT. The Seller, simultaneously
with the execution and delivery of this Agreement, has also delivered the
required verified public disclosure statement for filing with the Town Fiscal
Officer. At the time of the Closing, the Seller shall submit a sworn
statement that there have been no changes in interest since the date of
this Agreement. Any evidence of a conflict of interest or prohibited
contractual relationship shall require approval of the contract and sale by
the Supreme Court.
19. BROKER. The parties agree that no broker brought about this
sale to claim a commission.
20. ENTIRE AGREEMENT. It is understood and agreed that all
understandings and agreements had between the parties hereto are
merged in this contract, which, with the exhibits, fully and completely
expresses their agreement, and that the same is entered into after full
investigation, neither party relying upon any statement or representation,
not embodied in this contract, made by the other.
21. MODIFICATION. This Agreement may not be modified,
changed or terminated orally. This Agreement may be modified or changed
only with the prior written consent of both Seller and Purchaser in each
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instance and any purported modification or change made without such
consent shall be void.
22. BINDING EFFECT. This Agreement shall apply to and bind the heirs,
distributees, legal representatives, successors and permitted assigns of the
respective parties.
23. DEFAULTS AND REMEDIES. If Seller defaults hereunder,
Purchaser shall have such remedies as Purchaser shall be entitled to at law or in
equity, including, but not limited to, specific performance, except that in no
event shall Purchaser seek to recover monetary damages against the Seller other
than for those costs and expenses specifically provided for herein. If Purchaser
defaults, the Seller shall have such remedies as Seller shall be entitled to at law
or in equity.
24. PURCHASER'S LIEN. All money paid on account of this contract, and
the reasonable expenses of examination of title to the Premises and of any
survey, survey inspection and environmental audit charges, are hereby made
liens on the Premises, but such liens shall not continue after default by Purchaser
under this contract.
25. NOTICES. Any notice or other communication ("Notice") shall be in
writing and either (a) sent by either of the parties hereto or by their respective
attorneys who are hereby authorized to do so on their behalf by certified mail,
postage prepaid, or (b) delivered in person or by overnight courier, with receipt
acknowledged, to the respective addresses given in this contract for the party to
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whom the Notice is to be given, or to such other address as such party shall
hereafter designate by Notice given to the other party or parties pursuant to this
paragraph. Each Notice mailed shall be deemed given on the third business day
following the date of mailing the same, except that each Notice delivered in
person or by overnight courier shall be deemed given when delivered. The
parties hereby authorize their respective attorneys to agree in writing to any
changes in dates and time periods provided for in this Contract.
Any notices sent pursuant to this Paragraph shall also be sent to the
attorneys for the respective parties:
If to Seller:
Carmela M. Di Talia, Esq.
Esseks, Hefter & Angel, LLP
108 East Main Street, P. 0. Box 279
Riverhead, NY 11901
If to Purchaser:
Lisa Clare Kombrink, Esq.
Twomey, Latham, Shea, Kelley, Dubin & Quartararo, LLP
33 West Second Street
P.O. Box 9398
Riverhead, New York 11901
26. NO ASSIGMENT. This Agreement may not be assigned by
Seller or Purchaser without the prior written consent of the parties in each
instance and any purported assignment(s) made without such consent shall
be void. Notwithstanding the foregoing, the Purchaser agrees that Seller
may distribute the Property to ail or some of the beneficiaries of the Unified
Credit Trust under the Will of Martin B. Sidor, Jr. and/or all or some of the
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beneficiaries of the Estate of Frances Sidor and assign all rights and
obligations hereunder to those beneficiaries.
27. MISCELLANEOUS. If two or more persons constitute the Seller,
the word "Seller" shall be construed as if it read "Sellers" whenever the
sense of this Agreement so requires.
28. S UTHOLD TOWN BOARD APPROVAL. Execution of this
Agreement by Purchaser is subject to approval by the Town Board of the
Town of Southold in the form of a resolution, following a public hearing as
required by applicable law.
29. COVENANT REQUIRED._ Simultaneously with the Closing, Seller
shall execute a declaration of covenants and restrictions providing that at
least one reserve area may not be sold or subdivided from the easement
area or part thereof if the easement area is subdivided as provided in
paragraph 7 above.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto on the day and year first above written.
The Unified Credit Trust under the Will of Martin B. Sidor, for the benefit of
Frances Sidor, and the Estate of Frances Sidor, as Sellers
—14
BY
Martin Sidor, as Co-Trustee and Co-Executor
BY: �LQ
Robert Sidor, as Co-Trustee and Co-Executor
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Diane Regeness, as Co stee and Co-Executor
'3
__,.
BY: .j )_.
ne Kraebel, as Co-Trustee and Co-Executor
TOWN OF SOUTHOLD, Purchaser
BY: _ ._
SCO k RUSSELL, SUPERVISOR
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May 30, 2014
"Exhibit A"
GRANT OF DEVELOPMENT RIGHTS EASEMENT
THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on
the day of , 2014 at Southold, New York. The
parties are Martin H. Sidor, Jr., Robert Sidor, Diane Regeness and
Joanne Kraebel, as Co-Trustees of the Unified Credit Trust under the
Will of Martin B. Sidor, Jr., for the benefit of Frances Sidor, and as Co-
Executors of the Estate of Frances Sidor, c/o
residing at
(herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal
corporation, having its principal office at 53095 Main Road, P.O. Box
1179, Southold, New York 11971 (herein called "Grantee") and the
United States of America ("United States") by and through the United
States Department of Agriculture ("USDA") Natural Resources
Conservation Service ("NRCS") acting on behalf of the Commodity
Credit Corporation, as its interest appears herein, for the purpose of
forever conserving the agricultural productivity of the Protected
Property and its value for resource preservation and as open space.
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 #1000-100-4-4, more fully described in
SCHEDULE "A" attached hereto and made a part hereof and
hereinafter referred to as the " Protected Property" and shown on the
survey prepared by dated
__..._.._. and last revised _ _ (a reduced copy
of which is attached hereto and made a part hereof and hereinafter
referred to as the "Survey"); and
WHEREAS, the Protected Property is located in the A-C Zoning
District of the Town of Southold; and
WHEREAS, the Protected Property contains soils classified as
Class I and Class II worthy of conservation as identified by the United
States Department of Agriculture, Natural Resources Conservation
Service's (formerly the Soil Conservation Service) Soil Survey of
Suffolk County, New York; and
WHEREAS, the Federal Farm and Ranch Lands Protection
Program's purpose is to assist in the purchase of conservation
easements on land with prime, unique, or other productive soil for the
purpose of protecting topsoil from conversion to nonagricultural uses
(16 U.S.C. 3838h and 38381). Under the authority of the Farm and
Ranch Lands Protection Program, the United States Department of
Agriculture Natural Resources Conservation Service (hereinafter the
"United States" or "NRCS") acting on behalf of the Commodity Credit
Corporation, has provided ..............
($ ) to the Grantee for the acquisition of this
Easement, entitling the United States to the rights identified herein.
WHEREAS, the Protected Property is part of the New York State
Agricultural District #1, and the Grantor wishes to continue using the
Protected Property for agricultural production as defined in this
Easement; and
WHEREAS, the Protected Property is currently used for
agricultural production; 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 Protected Property in its present scenic and
agricultural condition has substantial and significant value as an
aesthetic and agricultural resource since it has not been subject to any
development; and
WHEREAS, Grantor and Grantee recognize the value and special
character of the region in which the Protected 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 Protected 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
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to restrict the further development of the Protected Property while
permitting compatible uses thereof;
NOW THEREFORE, in consideration of THREE MILLION
FIVEHUNDRED THREETHOUSAND FIVE HUNDRED AND 00/100
DOLLARS ($3,503,500.00) 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 Protected 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 Protected Property unto the Grantee, its
successors and assigns forever, reserving, however, for the direct use
and benefit of the Grantor, its legal representatives, successors and
assigns, the fee title to the Protected Property, and the exclusive right
of occupancy and of use of the Protected Property, subject to the
limitations, conditions, covenants, agreements, provisions and use
restrictions hereinafter set forth, which shall constitute and shall be
servitudes upon and with respect to the Protected 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 Protected Property described in Schedule "A", free of
any mortgages or liens, as set forth in Title Report
No. 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
3
Law") to acquire fee title or lesser interests in land, including
development rights, easements, covenants, and other contractual
rights which may be necessary or desirable for the preservation and
retention of agricultural lands, open spaces and natural or scenic
resources.
0.03 Purpose
The parties recognize the environmental, natural, scenic,
conservation and agricultural values of the Protected Property and
have the common purpose of preserving these values by limiting
nonagricultural uses of the Protected Property. This instrument is
intended to convey a Development Rights Easement on the Protected
Property by Grantor to Grantee, exclusively for the purpose of
preserving its character in perpetuity for its environmental, scenic,
agricultural, conservation and natural values by preventing the use or
development of the Protected Property for any purpose or in any
manner contrary to the provisions hereof, in furtherance of federal,
New York State and local conservation policies.
0.04 Governmental Recognition
New York State has recognized the importance of private efforts
to preserve rural land in a scenic, natural, and open condition through
conservation restrictions by the enactment of General Municipal Law
§247. Similar recognition by the federal government includes §170(h)
of the Internal Revenue Code ("IRC") and other federal statutes.
0.05 Documentation
Grantee acknowledges by acceptance and execution of this
Development Rights Easement that present uses of the Protected
Property, and related structures and improvements on the Protected
Property, if any, are compatible with the purposes of this Easement.
In order to aid in identifying and documenting the present condition of
the Protected Property's natural, scenic, conservation, agricultural, and
aesthetic resources and otherwise to aid in identifying and
documenting the Protected Property's agricultural values as of the date
hereof, to assist Grantor and Grantee with monitoring the uses and
activities on the Protected Property and ensuring compliance with the
terms hereof, Grantee has prepared, with Grantor's cooperation, an
inventory of the Protected Property's relevant features and conditions
(the "Baseline Documentation"). This Baseline Documentation
4
includes, but need not be limited to, a survey dated
last revised , prepared by _ _ . and a
Phase 1 Environmental Site Assessment prepared by
– __ ___. dated .,,—,
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 Protected Property or its physical condition as of
the date hereof, the parties shall not be foreclosed from utilizing any
other relevant or material documents, surveys, reports, photographs
or other evidence to assist in the resolution of the controversy.
0.06 Recitation
In consideration of the previously recited facts, mutual
promises, undertakings, and forbearances contained in this
Development Rights Easement, the parties agree upon its provisions,
intending to be bound by it.
ARTICLE ONE
THE EASEMENT
1.01 Type
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 Protected Property for
uses or purposes consistent with the terms of this Easement, including
agricultural production as that term is presently referenced in §247 of
the General Municipal Law and/or defined in Chapter 70 of the Town
Code of the Town of Southold (the "Town Code" or "Code") now, or as
Chapter 70 may be amended and including the production of crops,
livestock and livestock products as presently defined in §301(2)(a)-(j)
of the New York State Agriculture and Markets Law ("Agriculture and
5
Markets Law"), now, or as §301(2)(a)-(j) may be amended, provided
said amended provisions are inherently similar in nature to those
crops, livestock and livestock products included as of the date of this
Easement. No future restrictions in said laws and/or Code or limitation
in the definitions set forth in said laws and/or Code shall preclude a
use that is permitted under the current law and/or Code.
"Farm Labor Housing" shall mean dwellings or structures,
together with accessory improvements used to house seasonal and/or
full-time employees where such residences are provided by the farm
landowner and/or operator employed in the operation of the farm and
the farm worker is not a partner or owner of the Farm Operation. For
instance, a structure used as a primary residence of a farm owner is
not "farm labor housing".
"Improvement" shall mean any addition to raw land, such as
structures, fences, wells or drainage.
"Protected Property" shall mean the property subject to this
Easement, consisting of part of SCTM# 1000-100-4-4, more fully
described in the Schedule "A" attached hereto and made a part hereof
and shown on the survey prepared by
._..._........____ dated
and last revised _......_ . . _ (a
reduced copy of which is attached hereto and made a part hereof).
"Riding Academy" shall mean a business use of a lot for any of
the following purposes: the letting of horses for hire to individuals or
groups whether supervised or unsupervised, horseback riding
instruction or the holding of horse shows or other equine events.
"Structure" shall mean anything constructed or erected on or
under the ground or upon another structure or building, including
walkways. Structures shall not include trellis, posts and wiring, farm
roads, farm irrigation systems, nursery mats, or fencing necessary for
agricultural operations or to mark the boundaries of the Protected
Property, including without limitation fencing to keep out predator
animals, including deer. Approvals for those items listed in the
preceding sentence shall be as required by applicable provisions of the
Town Code.
6
1.03 Duration
This Easement shall be a burden upon and run with the
Protected Property in perpetuity.
1.04 Effect
This Easement shall run with the Protected Property as an
incorporeal interest in the Protected 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 he-rein. 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 THREE MILLION FIVE HUNDRED THREE
THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($3,503,500.00)
good and valuable consideration, hereby grants, releases, and conveys
to Grantee this Easement, in perpetuity, together with all rights to
enforce it. Grantee hereby accepts this Easement in perpetuity, and
undertakes to enforce it against Grantor.
ARTICLE THREE
PROHIBITED ACTS
From and after the date of this Easement, the following acts,
uses and practices shall be prohibited forever upon or within the
Property:
3.01 Structures
7
No structures may be erected or constructed on the Protected
Property except as permitted by the Southold Town Land Preservation
Committee ("Land Preservation Committee") and other applicable
provisions of the Town Code and this Easement, included but not
limited to Section 1.02, Section 3.07 and Section 4.06 of this
Easement.
3.02 Excavation and Removal of Materials; Mining
Mineral exploitation, and extraction of any mineral (including,
but not limited to soil, gravel, sand and hydrocarbons) by any method,
surface or subsurface, is prohibited. Grantor shall not remove or fill
topsoil, sand, or any other materials, nor shall the topography of the
Protected 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 Protected
Property, under the terms herein.
Grantor may remove topsoil, sand or other materials for
purposes or erosion control and soil management only with the prior
written approval of Grantee. The Land Preservation Committee has the
right to require a Natural Resources Conservation Service (NRCS) farm
management plan for the Protected Property prior to the removal of
topsoil, sand or other materials, based on the extent and type of
materials removed or on the alteration of the topography of the
Property.
Agricultural practices that are determined to be in accordance
with an NRSC farm management plan shall not be prohibited.
3.03 Subdivision
Except as provided in this Section 3.03, the Protected 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 Protected 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 Protected Property into three (3) parcels, as depicted on
the attached Schedule "B".
s
In the event that the Protected Property is subdivided, any
portion of the Protected Property so subdivided shall remain subject to
this Easement. Subject to the approval of the Grantee, the allocation
of the following rights between the subdivided parcels shall be
determined by the Grantor and shall be set forth in the deed for any
subdivided parcel conveyed, in an amendment to this Easement, or in
another appropriate document to be recorded in the office of the
County Clerk:
(1) Construction of impervious surfaces as set forth in
Section 3.07 ("Impervious Surfaces"); and
(2) Construction or placement of structures under
Section 4.06 ("Structures"); and
(3) Construction or placement of utilities under Section
3.06 ("Utilities").
Such allocation of the rights listed in paragraphs (1)-(3) shall not
result in total allowances greater than those allowed under each such
section.
Boundary line adjustments are permitted in the case of technical
errors made in the survey or legal description. In such cases,
boundary line adjustments cannot exceed 2 (two) acres for the entire
Protected Property. Boundary line adjustments needed to correct
technical errors that exceed 2 (two) acres will require Grantor and
Grantee to amend this Easement pursuant to Section 7.02
("Amendment").
Grantor may also seek to adjust lot lines between the Protected
Property and adjacent agricultural parcels, provided that such
adjustments do not result in any loss of acreage to the Protected
Property. No new parcel may be created by such boundary line
adjustments.
Prior to making any subdivision or other application to adjust the
lot lines of the Protected Property, Grantor shall consult with NRCS to
ensure that any subdivided parcels meet all NRCS eligibility
requirements. Grantor shall provide NRCS with copies of any and all
documents requested by NRCS in connection therewith.
9
Mortgages or other non-possessory interest in land do not
constitute subdivision for the purpose of this Easement, provided that
such interests encompass the whole Protected Property. Only a part of
the Protected Property that has been legally sold or conveyed
separately from the remainder of the Protected Property, in conformity
with this Section 3.03, may be mortgaged separately from the
remainder of the Protected Property.
The provisions of this section 3.03 are subject to a further
Declaration of Covenants and Restrictions, recorded simultaneously
with this Easement.
3.04 Dumping
The dumping or accumulation of unsightly or offensive materials
including, but not limited to trash, garbage, sawdust, ashes or
chemical waste on the Protected Property shall be prohibited. This
prohibition shall exclude materials used in the normal course of sound
agricultural practices on the Protected Property, including fertilization,
composting and crop removal. This prohibition will not prevent
generally accepted agricultural or wildlife management practices, such
as creation of brush piles, composting, or the storage of farm
machinery, organic matter, agricultural products, or agricultural
byproducts on the Protected Property. Notwithstanding the foregoing,
the storage and treatment of sewage associated with buildings
permitted on the Protected Property is permitted by this Easement.
3.05 Signs
The display of signs, billboards, or advertisements shall be
prohibited, except signs whose placement, number, and design do not
significantly diminish the scenic character of the Protected Property
and only for any of the following purposes: (a) to state the name of
the Protected Property and the names and addresses of the occupants
and the character of the business conducted thereon, (b) to
temporarily advertise the Protected Property or any portion thereof for
sale or rent, (c) to post the Protected 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.
10
3.06 Utilities
The granting of easements for utilities and installation of new
utilities (power lines, gas lines, sewer lines, water lines,
telecommunications towers, and wind farms) is prohibited as an
encumbrance on the Protected Property rights of the United States.
Notwithstanding that prohibition, Grantor may grant easements for the
installation of utilities necessary for permitted uses of the Protected
Property. Existing utilities may be replaced or repaired at their current
location.
The creation or placement of overhead utility transmission lines,
utility poles, wires, pipes, wells or drainage systems ("utilities") on the
Protected Property to service structures approved pursuant to Section
4.06 shall be prohibited without the prior written consent of the
Grantee. Underground utilities must, to the extent possible, be
constructed within 30 feet of the centerline of any roads or driveways,
and may be used solely to service the permitted structures on the
Protected Property. The Protected Property may not be used for the
creation or placement of utilities to service any other properties.
Grantor shall also have the right to erect structures and
improvements necessary for the purpose of generating renewable
energy for the agricultural needs of the Protected Property. Renewable
energy structures and improvements may be built as permitted by
Section 4.06 herein and the Town Code, now or as it may be
amended, and subject to the approval of the Town of Southold Land
Preservation Committee, provided the structures and improvements
are consistent with and do not derogate from a defeat the Purpose of
this Easement on other applicable laws.
Renewable energy sources must be built in accordance with
impervious surface limits, with minimal impact on the conservation
values of the Protected Property and consistent with the Purpose of
this Easement.
3.07 Impervious Surfaces
Impervious surfaces are defined to include permitted residential
buildings, agricultural buildings (with or without flooring), and paved
areas on the Protected Property (but not including public or country
roads or other roads paved by easement holders who have rights that
may be superior to the rights conveyed to Grantee by this Grant of
]l
Development Rights Easement) may not exceed eight percent (8%) of
the total Protected Property acreage. In the event the Protected
Property is subdivided as provided in Section 3.03 above, the total
cumulative impervious surface found on each subdivided parcel shall
not exceed the eight percent (8%) impervious surface limitation. In
the instrument of subdivision, the total impervious surface limit must
be allocated between each subdivided parcel by the Grantor with the
prior approval of the Grantee.
3.08 Prohibited Uses
Except for uses specifically permitted by this Easement, the use
of the Protected Property or structures on it for any residential,
commercial or industrial uses, permanent or temporary, including but
not limited to a riding academy, shall be prohibited. For the purposes
of this section, agricultural production, as that term is presently
referenced in §247 of the General Municipal Law and/or defined in
Chapter 70 of the Town Code, now or as Chapter 70 may be amended,
and including the production of crops, livestock and livestock products
as defined in §301(2)(a)-(j) of the Agriculture and Markets Law, now
Pr 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 Protected 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 Protected Property.
3.09 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,
12
herbicides, and fungicides) that are in accordance with sound
agricultural management practices of the NRCS.
3.10 Conservation Plan
All agricultural operations on the Protected Property shall be
conducted in a manner consistent with a resource management
system (RMS) Conservation Plan (the "Conservation Plan") prepared
by the NRCS utilizing the standards and specifications of the NRCS
Field Office Technical Guide, 7 CFR Part 12 and approved by the
Suffolk County Soil and Water Conservation District. All lands enrolled
in the Farm and Ranch Lands Protection Program will be subject to the
Conservation Plan. The resource management system for cropland,
prescribed in the Conservation Plan for all cropland enrolled in FRPP,
will assure that selected conservation practice alternatives will prevent
sheet and rill erosion from exceeding the current published soil loss
tolerance level.
Grantor shall give Grantee copies of the Conservation Plan upon
request and advise Grantee of amendments thereto so as to enable
Grantee to keep its records current.
3.11 Conservation Compliance Provisions of the Conservation Plan
As required by Section 1238I of the Food Security Act of 1985,
as amended, the Grantor, its heirs, successors, or assigns, shall
conduct all agricultural operations on the Protected Property in a
manner consistent with a conservation plan (the "Conservation Plan")
prepared in consultation with NRCS and approved by the Suffolk
County Soil and Water Conservation District. This Conservation Plan
shall be developed using the standards and specifications of the NRCS
Field Office Technical Guide (FOTG) and 7 CFR Part 12 that are in
effect on the date of this Easement. However, the Grantor may
develop and implement a conservation plan that proposes a higher
level of conservation and is consistent with the NRCS Field Office
Technical Guide standards and specifications. NRCS shall have the
right to enter upon the Property, with advance notice to the Grantor,
in order to monitor compliance with the Conservation Plan.
In the event of noncompliance with the Conservation Plan, NRCS
shall work with the Grantor to explore methods of compliance and give
the Grantor a reasonable amount of time, not to exceed twelve
13
months, to take corrective action. If the Grantor does not comply with
the Conservation Plan, MRCS will inform Grantee of the Grantor's
noncompliance. The Grantee shall take all reasonable steps (including
efforts at securing voluntary compliance and, if necessary, appropriate
legal action) to secure compliance with the Conservation Plan following
written notification from NRCS that (a) there is a substantial, ongoing
event or circumstance of non-compliance with the Conservation Plan,
(b) NRCS has worked with the Grantor to correct such noncompliance,
and (c) Grantor has exhausted its appeal rights under applicable MRCS
regulations.
Grantor shall be liable for any costs incurred by NRCS as a result
of the Grantor's negligence or failure to comply with the conservation
easement requirements as it relates to conservation plan violations.
If the NRCS standards and specifications for highly erodible land
are revised after the date of this Easement based on an Act of
Congress, NRCS will work cooperatively with the Grantor to develop
and implement a revised Conservation Plan. The provisions of this
section apply to the highly erodible land conservation requirements of
the Farm and Ranch Lands Protection Program and are not intended to
affect any other natural resources conservation requirements to which
the Grantor may be or become subject.
3.12 Drainage
The use of the Protected Property for a leaching or sewage
disposal field shall be prohibited. The use of the Protected Property for
a drainage basin or sump shall be prohibited, except in accordance
with sound agricultural management practices and the Conservation
Plan and in order to control flooding or soil erosion on the Protected
Property.
3.13 Development Rights
The use of the acreage of this Protected Property for purposes of
calculating lot yield on any other property shall be prohibited. Grantor
hereby grants to Grantee all existing development rights (and any
further development rights that may be created through a rezoning of
the Protected Property) on the Protected Property, except for the right
to use the Protected Property for agricultural production as set forth in
Article Four below and the right to construct, maintain and replace any
pre-existing structures, and to construct new structures, as such rights
14
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.
3.14 Roads
Existing roads, as identified in the Baseline Documentation
Report may be maintained and repaired in their current state. New
roads may be constructed only if they are necessary for agricultural
operations on the Protected Property. Paved roads are subject to the
impervious limitation in section 3.07.
3.15 Fences
Existing fences may be repaired and replaced and few fences
built on the Protected Property as necessary for agricultural operations
on the Protected Property, including customary management of
livestock and to delineate the boundary of the Protected Property,
subject to applicable provisions of the Town Code.
3.16 Motorized Vehicle Use
Grantor may not use motor vehicles on the Protected Property or
grant permission for such use except as necessary in the
accomplishment of the agricultural, forestry, habitat management, law
enforcement and public safety, or other permitted uses of the
Protected Property, provided that no use of motorized vehicles may
create impacts that are detrimental to the productivity of the soils on
the Protected Property and the purposes of this Easement; however,
notwithstanding the foregoing, use of snowmobiles on snow is allowed
on the Protected Property.
3.17 Industrial or Commercial Uses
The establishment of any commercial or industrial facilities is
prohibited (other than those necessary in the operation or uses of the
Protected Property expressly permitted by this Easement) including
but not limited to, a commercial feed lot, any retail sales or service
business, restaurant, night club, campground, trailer park, motel,
hotel, commercial recreation facility, gas station, retail outlet, or
facility for the manufacture or distribution of any product (other than
products to be grown or produced on the Protected Property in
connection with the purposes expressly permitted in this Easement).
15
ARTICLE FOUR
GRANTOR'S RIGHTS
4._0.1Ownership
Subject to the provisions of ARTICLE THREE, Grantor shall retain
all other rights of ownership in the Protected 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 Protected Property.
4.03 Use
Grantor shall have the right to use the Protected 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 Protected 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 Protected Property
for traditional private recreational uses, including, but not limited to,
hunting, cross-country skiing, camping, and horseback riding, subject
to the limitations set forth in this Easement, including Section 3.01 and
4.06 ("Structures"), provided such recreational uses are conducted for
the personal enjoyment of Grantor, are compatible with farming, and
are otherwise consistent with and do not derogate from or defeat the
Purpose of this Easement or other applicable law. These uses shall not
be offered or provided for sale or for other 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
16
on the Protected 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, fallen, or interfering with agricultural production, to clear
wooded areas for agricultural production in accordance with the Town
Code, to thin and prune trees to maintain or improve the appearance
of the Protected Property, and to mow the Protected 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
Municipal Law and/or defined in Chapter 70 of the Town Code, now, or
as Chapter 70 may be amended, and including the production of crops,
livestock and livestock products as defined in §301(2)(a)-(j) of the
Agriculture and Markets Law, now, or as §301(2)(a)-(j) may be
amended, provided said amended provisions are inherently similar in
nature to those crops, livestock and livestock products included as of
the date of this Easement. No future restrictions in said laws and/or
Code or limitation in the definitions set forth in said laws and/or Code
shall preclude a use that is permitted under the current law and/or
Code.
Grantor shall maintain discretion to employ its choices of farm
uses and management practices so long as those uses and all
operations are conducted in accordance with the Conservation Plan
referred to in Section 3.10.
Grantor may offer "U-Pick" operations and/or the use of a corn
or other crop maze to the general public, provided such activities are
conducted in conjunction with seasonal harvests, do not interfere with
agricultural production and are otherwise consistent with and do not
derogate from or defeat the Purpose of this Easement or other
applicable laws. Notwithstanding the above, "U-Pick" activities shall be
deemed a harvesting activity, which is part of a typical agricultural use
of the Protected Property, and, therefore, shall not be deemed a
recreational use. Agri-tourism activities are permitted, such as farm
tours, work experiences, field trips, corn mazes, and hayrides.
Notwithstanding the definition of agricultural production in
Chapter 70 of the Town Code or any successor chapter, structures
shall be prohibited, except as set forth in §4.06 herein and as
permitted by the Town Code now or in the future on agricultural lands
17
protected by a development rights easement or other conservation
instrument, including but not limited to farmstands.
4.06 Structures
A. Allowable Improvements. Grantor shall have the right to
erect and maintain the following structures and improvements on the
Protected Property, as may be permitted by the Town Code, now or as
it may be amended, and subject to the approval of the Town of
Southold Land Preservation Committee, provided the structures are
consistent with and do not derogate from or defeat the Purpose of this
Easement or other applicable laws:
(i) Underground facilities used to supply utilities
solely for the use and enjoyment of the Protected
Property and agricultural operations on adjacent
properties;
(ii) Construction of new structures, including those
used for renewable energy production, provided
such structures are necessary for or accessory to
agricultural production;
(iii) Renovation, maintenance and repairs of any
existing structures or structures built or permitted
pursuant to this Section 4.06, provided the
primary purpose of the structure remains
agricultural;
(iv) Any improvement excluded from the definition of
"structure" in Section 1.02.
(v) lot coverage with impervious surfaces shall be
limited to eight percent (8%) of the area of the
Protected Property;
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
18
with the purposes intended herein, and construction of any such
improvement shall minimize disturbances to the environment. Grantor
shall employ erosion and sediment control measures to mitigate any
storm water runoff, including but not limited to minimal removal of
vegetation, minimal movement of earth and minimal clearance of
access routes for construction vehicles.
D. Replacement of Improvements. In the event of damage
resulting from casualty loss to an extent which renders repair of any
existing improvements or improvements built or permitted pursuant to
this Section 4.06 impractical, erection of a structure of comparable
size, use, and general design to the damaged structure shall be
permitted in kind and within the same general location, subject to the
review and written approval of Grantee, pursuant to applicable
provisions of the Town Code.
4.07 Farm Labor Housing
Subject to Section 4.06 of this Easement, Grantor may construct
or place new dwellings on structures exclusively for Farm Labor
Housing, limited to no more than one percent (1%) of the Protected
Property,
4.08 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.
4.09 Alienability
Grantor shall have the right to convey, mortgage or lease all of
its remaining interest in the Protected Property but only subject to this
Easement. Grantor shall promptly notify Grantee and the United
States Secretary of Agriculture of any conveyance of any interest in
the Protected 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
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this Easement, and shall incorporate this Easement by reference,
specifically setting for the date, office, liber and page of the recording
hereof. The failure of any such instrument to comply with the
provisions hereof shall not affect Grantee's rights hereunder.
4.10 Further Restriction
Nothing in this Easement shall prohibit or preclude Grantor from
further restricting the use, improvements or structures on the
Protected Property. Any such further restrictions shall be consistent
with and in furtherance of the general intent and Purpose of this
Easement as set forth in Section 0.03.
ARTICLE FIVE
GRANTOR'S OBLIGATIONS
5.01 Taxes and Assessments
Grantor shall continue to pay all taxes, levies, and assessments
and other governmental or municipal charges, which may become a
lien on the Protected Property, including any taxes or levies imposed
to make those payments subject, however, to Grantor's right to grieve
or contest such assessment. The failure of Grantor to pay all such
taxes, levies and assessments and other governmental or municipal
charges shall not cause an alienation of any rights or interests
acquired herein by Grantee.
5.02 General Indemnification
Grantee and the United States have no obligations whatsoever,
express or implied, relating to the use, maintenance or operation of
the Protected Property. Grantee's or the United States' exercise of, or
failure to exercise, any right conferred by this Easement shall not be
deemed to be management or control of the activities on the Protected
Property. Grantee shall not be liable to Grantor for injuries or death to
persons or damage to property or any other harm in connection with
Grantee's administration and/or enforcement of this Easement, unless
such harm is due to the negligence of Grantee or its agents, in which
case liability shall be apportioned accordingly.
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Grantor shall indemnify and hold harmless Grantee and the
United States, their employees, agents and assigns from any and all
liabilities, claims, demands, losses, expenses, damages, fines, fees,
penalties, suits, proceedings, actions and costs of actions, sanctions
asserted by or on behalf of any person or governmental authority, and
other liabilities (whether legal or equitable in nature and including,
without limitation, court costs, and reasonable attorneys' fees and
attorneys' fees on appeal) to which Grantee or the United States may
be subject or incur relating to the Protected Property, which may arise
from, but are not limited to, Grantor's negligent acts or omissions or
Grantor's breach of any representation, warranty, covenant, or
agreements contained in this instrument, or violations of any Federal,
State or local laws, including all Environmental Laws, as defined below.
5.02A Environmental Warranty
"Environmental Law" or "Environmental Laws" means any and all
Federal, State, local or municipal laws, rules, orders, regulations,
statutes, ordinances, codes, guidelines, policies or requirements of any
governmental authority regulating or imposing standards of liability or
standards of conduct (including common law) concerning air, water,
solid waste, hazardous materials, worker and community right-to-
know, hazard communication, noise, radioactive material, resource
protection, subdivision, inland wetlands and watercourses, health
protection and similar environmental health, safety, building and land
use as may now or at any time hereafter be in effect.
"Hazardous Materials" means any petroleum, petroleum
products, fuel oil, waste oils, explosives, reactive materials, ignitable
materials, corrosive materials, hazardous chemicals, hazardous
wastes, hazardous substances, extremely hazardous substances, toxic
substances, toxic chemicals, radioactive materials, infectious materials
and any other element, compound, mixture, solution or substance
which may pose a present or potential hazard to human health or the
environment.
Grantor warrants that it is in compliance with, and shall remain
in compliance with, all applicable Environmental Laws. Grantor
warrants that there are no notices by any governmental authority of
any violation or alleged violation of, non-compliance or alleged non-
compliance with or any liability under any Environmental Law relating
to the operations or conditions of the Protected Property. Grantor
further warrants that it has no actual knowledge of a release or
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threatened release of Hazardous Materials on, at, beneath or from the
Protected Property, as such substances and wastes are defined by
applicable Federal and State law.
Moreover, Grantor hereby promises to hold harmless and
indemnify the Grantee and the United States against all litigation,
claims, demands, penalties and damages, including reasonable
attorneys' fees, arising from or connected with the release or
threatened release of any Hazardous Materials on, at, beneath or from
the Protected Property, or arising from or connected with a violation of
any Environmental Laws by Grantor or any other prior owner of the
Protected Property. Grantor's indemnification obligation shall not be
affected by any authorizations provided by Grantee or the United
States to Grantor with respect to the Protected Property or any
restoration activities carried out by Grantee at the Protected Property;
provided, however, that Grantee shall be responsible for any
Hazardous Materials contributed after this date to the Protected
Property by Grantee.
5.03 Grounds Maintenance Requirement
If Grantor leaves the Protected Property open and does not
engage in agricultural production for two (2) consecutive years, then
Grantor shall implement a Natural Resources Conservation Plan (the
"Plan") approved by Grantee, including the Town of Southold Land
Preservation Committee, to maintain or restore the Protected Property
to the condition in which it existed on the date of this Easement, as
evidenced by the documentation referred to in Section 0.05, in order
to protect the environmental, natural, scenic, conservation and
agricultural values of the Protected Property. This shall not include
restoration of trees on formerly wooded areas which were cleared for
agricultural production. In the event Grantor fails to comply with the
provisions of this section after reasonable written notice is given to
Grantor by Grantee, then, in addition to all other remedies set forth
herein, Grantee or its agents are hereby authorized to enter upon the
Property to implement the Plan, and to recover the costs of such
implementation from Grantor, as provided in Section 5.02 and Section
6.03.
ARTICLE SIX
GRANTEE'S RIGHTS
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6.01 Entry and Inspection
Grantee shall have the right to enter upon the Protected
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 Protected Property, for the purpose of inspection to determine
whether this Easement and its purposes and provisions are being
upheld, and not more frequently than annually without Grantor's
consent. Representatives of the United States Department of
Agriculture shall also have the right to enter the Protected Property for
monitoring Conservation Plan implementation, upon prior notice to
Grantor and not more frequently than annually without Grantor's
consent. Grantee shall not have the right to enter upon the Protected
Property for any other purposes, except as provided in Section 5.03
and 6.03, or to permit access upon the Protected Property by the
public.
6.02 Restoration
In addition to Grantee's remedies under Section 5.03, Grantee
shall have the right to require the Grantor to restore the Protected
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
Protected Property resulting from causes beyond the Grantor's control,
including, without limitation, fire, flood, storm, earth movement, wind,
weather, disease, animal or pest action, or from any prudent action
taken by the Grantor under emergency conditions to prevent, abate,
or mitigate significant injury to persons or to the Protected Property or
crops, livestock or livestock products resulting from such causes.
6.03 Enforcement Rights of Grantee
Grantor acknowledges and agrees that Grantee's remedies at
law for any violation of this Easement may be inadequate. Therefore,
in addition to, and not as a limitation of, any other rights of Grantee
hereunder at law or in equity, in the event any breach, default or
violation of any term, provision, covenant or obligation on Grantor's
part to be observed or performed pursuant to this Easement is not
cured by Grantor within thirty (30) days' written notice thereof by
Grantee (which notice requirement is expressly agreed by Grantor to
be reduced with respect to any such breach, default or violation which,
in Grantee's reasonable judgment, requires more immediate action to
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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 Protected 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 Protected Property affected by such breach,
default or violation to the condition that existed prior
thereto, or
(iii) To enforce any term, provision, covenant or obligation in
this Easement or to seek or enforce such other legal
and/or equitable relief or remedies as Grantee deems
necessary or desirable to ensure compliance with the
terms, conditions, covenants, obligations and purposes of
this Easement; provided, however, that any failure, delay
or election to so act by Grantee shall not be deemed to be
a waiver or a forfeiture of any right or available remedy on
Grantee's part with respect to such breach, default, or
violation or with respect to any other breach, default or
violation of any term, condition, covenant or obligation
under this Easement.
The cure period in the Section 6.03 may be extended for a
reasonable time by Grantee if such restoration cannot reasonably be
accomplished within thirty (30) days.
Grantor shall pay either directly or by reimbursement to Grantee
and/or to the United States of America, all reasonable attorneys' fees,
court costs and other expenses incurred by Grantee or the United
States of America (herein called "Legal Expenses") in connection with
any proceedings under this Section, as approved by the Court.
Under this Grant of Development Rights Easement, the United
States is granted the right of enforcement in order to protect the
public interest. The Secretary of the United States Department of
Agriculture (the "Secretary") or his or her assigns, on behalf of the
United States, may exercise this right of enforcement under any
authority available under State or Federal Law if the Town of Southold,
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or its successors or assigns, fails to enforce any of the terms of this
instrument, as determined in the sole discretion of the Secretary.
6.04 Notice
All notices required by this Easement must be written. Notices
shall be delivered by hand or by registered or certified mail, return
receipt requested, with sufficient prepaid postage affixed and with
return receipts requested. Mailed notice to Grantor shall be addressed
to Grantor's address as recited herein, or to such other address as
Grantor may designate by notice in accordance with this Section 6.04.
Mailed notice to Grantee shall be addressed to its principal office,
recited herein, marked to the attention of the Supervisor and the Town
Attorney, or to such other address as Grantee may designate by notice
in accordance with this Section 6.04.
Where notice is required to the United States of America or to
the NRCS, such notice shall be delivered to U.S. Department of
Agriculture, NRCS, c/o Commodity Credit Corporation, State
Conservationist, The Galleries of Syracuse, 441 South Salina Street,
Suite 354, Syracuse, New York 13202-2450. Notice to the NRCS shall
be deemed notice to the United States of America.
Notice shall be deemed given and received as of the date of its
manual delivery or three business days after the date of its mailing.
6.05 No Waiver
Grantee's exercise of one remedy or relief under this ARTICLE
SIX shall not have the effect of waiving or limiting any other remedy or
relief, and the failure to exercise or the delay in exercising any remedy
shall not constitute a waiver of any other remedy or relief or the use of
such other remedy or relief at any other time.
6.06 Extinguishment of Easement/Condemnation
The interest of the United States in this Easement is a vested
property right that cannot be condemned by State or local
governments and may not be extinguished, terminated or condemned
without the express written consent of the United States. No
proceeding to extinguish or terminate this Easement or to condemn
the Protected Property in whole or in part shall be commenced without
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advance notice to NRCS and the express written consent of the United
States.
At the mutual request of Grantor and Grantee and the United
States of America, a court with jurisdiction may, if it determines that
conditions surrounding the Protected 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
Protected Property shall not be construed to be grounds for
extinguishment of this Easement.
If at any time the Protected Property or any portion thereof shall
be taken or condemned by eminent domain, approved in advance by
the United States Department of Agriculture NRCS, then this Easement
shall terminate with respect to the Protected Property, or portions
thereof so taken or condemned, and the Protected Property shall not
be subject to the limitations and restrictions of this Easement. In such
event, NRCS will collect Commodity Credit Corporation's share of the
Easement based on the appraised fair market value of the Easement at
the time the Easement is extinguished or terminated or the Protected
Property is condemned. The Commodity Credit Corporation's share
will be in proportion to its percentage of original investment. In the
event of a condemnation action, approved and consented to by the
United States, the Grantor, its successors or assigns, shall not be
required to pay any penalties.
ARTICLE SEVEN
MISCELLANEOUS
7.01 Entire Understanding
This Easement contains the entire understanding between the
parties concerning its subject matter. Any prior agreement between
the parties concerning its subject matter shall be merged into this
Easement and superseded by it.
7.02 Amendment
This Easement is made with the intention that it shall qualify as
a conservation easement in perpetuity under Code Section
170(h). The parties agree that amendments to the provisions of this
26
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, with the written approval of
the Secretary of the United States Department of Agriculture, provided
however, that Grantee shall have no right or power to agree to any
amendment hereto that would result in this Easement failing to qualify
as a valid conservation easement under Article 49, Title 3 of the
Environmental Conservation Law of the State of New York, as the
same may be hereafter amended, or any regulation issued pursuant
thereto.
7.03 Alienation
No property rights acquired by Grantee hereunder shall be
alienated except pursuant to the provisions of Chapter 70 of the Town
Code or any successor chapter and other applicable laws, upon the
adoption of a local law authorizing the alienation of said rights and
interest, following a public hearing and, thereafter, ratified by a
mandatory referendum by the electors of the Town of Southold. No
subsequent amendment of the provisions of the Town Code shall alter
the limitations placed upon the alienation of those property rights or
interests which were acquired by the Town prior to any such
amendment. The United States of America shall also consent to any
such alienation.
In addition to the limitations set forth above, Grantee shall have
the right, subject to the provisions of Section 6.03 (Enforcement
Rights of Grantee) herein, to transfer all or part of this Easement to
any public agency, or private non-governmental organization, that at
the time of transfer is a "qualified organization" under §170(h) of the
Internal Revenue Code, provided that transferee expressly agrees to
assume the responsibility imposed on the Grantee by this Easement.
Any easement transfer must be approved by the Grantor or any
subsequent owner, and the United States Department of Agriculture,
NRCS. If the Grantee ever ceases to exist, a court of competent
27
jurisdiction may transfer this Easement to another qualified public
agency that agrees to assume the responsibilities imposed by this
Easement. The United States Department of Agriculture, NRCS, will be
notified in writing in advance of such transfer. The NRCS State Office
must approve the choice of any new non-governmental organization in
advance of any transfer of this Easement.
7.04 Severability
Any provision of this Easement restricting Grantor's activities,
which is determined to be invalid or unenforceable by a court, shall not
be invalidated. Instead, that provision shall be reduced or limited to
whatever extent that court determines will make it enforceable and
effective. Any other provision of this Easement that is determined to
be invalid or unenforceable by a court shall be severed from the other
provisions, which shall remain enforceable and effective.
7.05 Governing Law
New York law applicable to deeds to and easements on land
located within the State of New York shall govern this Easement in all
respects, including validity, construction, interpretation, breach,
violation and performance.
7.06 Interoretation
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 consistent with the purposes of this
Easement. Any rule of strict construction designed to limit the breadth
of the restrictions on use of the Protected Property shall not apply in
the construction or interpretation of this Easement, and this Easement
shall be interpreted broadly to effect the purposes of this Easement as
intended by the parties. The parties intend that this Easement, which
is by nature and character primarily negative in that Grantor has
restricted and limited its right to use the Protected Property, except as
28
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
Protected Property, or to use images of the Protected Property.
Grantee may use images of the Protected Property only for non-
commercial reporting of this Easement.
7.08 Warranties
The warranties and representations made by the parties in this
Easement shall survive its execution.
7.09 Recording
Grantee shall record this Easement in the land records of the
office of the Clerk of the County of Suffolk, State of New York.
7.10 Headings
The headings, titles and subtitles herein have been inserted
solely for convenient reference, and shall be ignored in its
construction.
7.11 Proceeds
This Easement immediately vests real property interests in the
Grantee and the United States, and may only be extinguished with the
approval of the Grantee and the United States. Due to the federal
interest in this Easement, the United States must consent to any
condemnation action of the federal interest. If the State or local
government proposes to condemn the Protected Property, NRCS must
be notified immediately and the consent of the United States must be
received by the condemning agency before any condemnation action
may proceed.
In a sale or exchange of all or a portion of the Protected Property
subsequent to an extinguishment or condemnation action, the United
States' share of the proceeds shall be proportionate to its percentage
of original investment. Grantee will use all its share of the proceeds
29
from the sale of the Protected Property in a manner consistent with
the conservation purpose of this Easement and the purposes of the
Farm and Ranch Lands Protection Program. The United States' share
shall be based on the appraised fair market value of the conservation
easement at the time the Easement is extinguished or terminated.
The fair market value of the Easement will be determined at the
time the Easement is terminated, extinguished, or condemned by a
complete summary appraisal that meets the Uniform Standards of
Professional Appraisal Practice (USPAP) or Uniform Acquisition
Standards for Federal Land Acquisition (UASFLA), approved by the
Grantee and the United States of America, and completed by a New
York State certified general appraiser. The fair market value of the
Protected Property may not include any increase in value after the
date of this New York Easement Deed that is attributable to
improvements.
7.12 Merger
In the event that the Grantee(s) or the United States takes legal
title to Grantor's interest in the Protected Property, the Grantee must
commit the monitoring and enforcement of the Easement to another
qualified organization within the meaning of Section 107(h)(3) of the
United States Internal Revenue Code (1986), as amended, which
organization has among its purposes the conservation and
preservation of land and water areas.
7.13. Subsequent Liens on Protected Proper
No provision of this Conservation Easement should be construed
as prohibiting the ability of Grantor to use the Protected Property as
collateral for a subsequent borrowing. Any subsequent liens on the
Protected Property must be subordinate to this Easement.
IN WITNESS WHEREOF, Grantor has executed and delivered and
Grantee has accepted and received this Grant of Development Rights
Easement on the day and year set forth above.
ACKNOWLEDGED AND ACCEPTED:
The Unified Credit Trust under the Will of Martin B. Sidor, for the
benefit of Frances Sidor, and the Estate of Frances Sidor, Grantor
30
BY:
Martin H. Sidor, as Co-Trustee and Co-Executor
BY:
Robert Sidor, as Co-Trustee and Co-Executor
BY:
Diane Regeness, as Co-Trustee and Co-Executor
BY: _
Joanne Kraebel, Co-Trustee and Co-Executor
ACKNOWLEDGED AND ACCEPTED:
TOWN OF SOUTHOLD, Grantee
BY:
SCOTT A. RUSSELL, SUPERVISOR
Acceptance of Property Interest by the Natural Resources
Conservation Service
The Natural Resources Conservation Service, United States
Department of Agriculture, an agency of the United States
Government, hereby accepts and approves the foregoing Grant of
Development Rights Easement, and the rights conveyed therein, on
behalf of the United States of America.
Authorized Signatory for the NRCS
DONALD PETTIT, State Conservationist
STATE OF NEW YORK )
COUNTY OF ) SS:
31
On this day of in the year 2013 before me, the
undersigned, personally appeared Donald Pettit, 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.
Notary Public
STATE OF NEW YORK)
COUNTY OF SUFFOLK), 5S.-
On the day of in the year 2014 before me, the
undersigned, personally appeared Martin H. Sidor, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose
name (s)is(are)subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(les), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon
behalf of which the individuals) acted, executed the instrument.
Signatur%fce of individual taking acknowledgement
STATE OF NEW YORK)
COUNTY OF SUFFOLK), SS:
On the day of in the year 2014 before me, the
undersigned, personally appeared Robert Sidor, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s) whose name(s)
is(are)subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(les), and that by
his/her/their signatures) on the instrument, the individual(s), or the person upon
behalf of which the individual(s)acted, executed the instrument.
Signatur%fce of individual taking acknowledgement
STATE OF NEW YORK)
COUNTY OF SUFFOLK), SS:
32
On the day of in the year 2014 before me, the
undersigned,personally appeared Diane Regeness, personally known to me or
proved to me on the basis ofsatisfactory evidence to be the individual(s) whose
name(s)is(are)subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(les), and that by
his/her/their signatures)on the instrument, the individual(s), or the person upon
be/731f of which the individuals) acted, executed the instrument.
Signatur%fce of individual taking acknowledgement
STATE OF NEW YORK)
COUNTY OF SUFFOLK), SS.'
On the day of in the year 2014 before me, the
undersigned, personally appeared Joanne Kraebel, personally known to me or
Proved to me on the basis Ofsatisfactory 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,
Signatur%fce of individual taking acknowledgement
STATE OF NEW YORK )
COUNTY OF SUFFOLK ) SS:
On this day of in the year 2014 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 indi vidual(s) whose
names) 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 signatures) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.
Notary Public
33