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HomeMy WebLinkAboutTB 2024-02-15TB 2-15-24 APPROVED Page 1 of 9 TOWN OF DRYDEN TOWN BOARD MEETING February 15, 2024 Zoom Hybrid Present: Supervisor Jason Leifer, Cl Daniel Lamb, Cl Spring Buck Cl Leonardo Vargas-Mendez, Cl Christina Dravis Elected Officials: Bambi L. Avery, Town Clerk *Rick Young, Highway/DPW Superintendent Other Town Staff: Ray Burger, Planning Director *Cassie Byrnes, Secretary to Supervisor *Amanda Anderson, Bookkeeper *Indicates attendance via Zoom Supv Leifer opened the meeting at 6:04 p.m. and board members and audience recited the pledge of allegiance. PUBLIC HEARING 465 NORTH ROAD SPECIAL USE PERMIT Ray Burger explained that this special use permit is for a retail business at 465 North Road. The site plan was reviewed by the Planning Board at their January meeting and they made a few recommendations. Those recommendations are reflected in the draft resolution being considered tonight. It is a Type 2 action so there is no SEQR requirement. Both the original and supplemental materials are available together with the most current site and parking plans in the supplemental materials. There was no comment from the county in the 239 review. Applicant Shana Karn said that she is looking to basically reopen her business, The Second Knob, at this new location. She is aware of the recommendations of the Planning Board. She will put up the parking signage and has ordered the signs. There were no comments from the public, and the hearing was left open at 6:08 p.m. HIGHWAY/DPW DEPARTMENT Highway Superintendent Rick Young reported he had received a permit from DEC, has a building permit, and will begin building a pole barn behind the highway barn. PLANNING DEPARTMENT R Burger said numbers are low on his monthly report because it is not accounting for all building permits and inspections. Next month it will have a complete picture for both January and February. With respect to the Safe Streets for All Program, Cambridge Systematics will begin an engagement plan that will include holding meetings in the individual municipalities. Those will be scheduled in March and April. He added it would be nice to have a representative of the Town Board on that committee and Cl Dravis offered to do that. TB 2-15-24 APPROVED Page 2 of 9 FIRE COORDINATOR Chris O’Connor distributed a comparison of various town fire department and ambulance protection models. We need more people in the departments, but compared to all other towns in the county we are doing pretty well. They are still waiting for the reactivation of the SAM account so they can access funds from the Safer grant. DISCUSSION/ACTION ITEMS Recreation & Youth Commission Appointment - Julie McLean was previously appointed to the commission, but the term expiration was listed incorrectly. A resolution is needed to correct that. RESOLUTION #49 (2024) – APPOINT J MCLEAN TO DRYC Supv Leifer offered the following resolution and asked for its adoption: RESOLVED, that this Town Board hereby appoints Julie McLean to the Dryden Recreation & Youth Commission for a term to expire December 31, 2025. 2nd Cl Lamb Roll Call Vote Cl Vargas-Mendez Yes Cl Buck Yes Cl Dravis Yes Cl Lamb Yes Supv Leifer Yes Easements for Varna Sewer Project – These documents are needed to expand easement areas along Route 366 for the project including Cornell apple orchards, Ivy Ridge, Jim Ray Mobile Homes and the Tiny Timbers property at the intersection with Freese Road. RESOLUTION #50 (2024) - ACCEPTING THE DONATION OF PROPERTY FOR PHASE 2 OF THE VARNA WATER/SEWER PROJECT Cl Dravis offered the following resolution and asked for its adoption: WHEREAS, the Town has identified the need to acquire certain easements to complete portions of Phase 2 of the Varna Water/Sewer Project, said easements being from the listed entities for portions of the lands identified below, as set forth in more detail in those certain proposed forms of easements attached hereto and made a part hereof: Ithaca IR Holdings, LLC - Tax Parcel numbers 56.-2-6 and 56.-2-5; VTT Inc. - Tax Parcel numbers 53.1-1-1, 53.1-1-2, 53.1-1-3, 53.1-1-4, 53.1-1-5, 53.1-1- 6, 53.1-1-7, 53.1-1-16, 53.-1-3.2 and 53.-1-3.7; Jim Ray Mobile Homes, Inc. – Tax Parcel number 56.-5-4; and Cornell University – Tax Parcel numbers 64.1-1-1, 64.-1-2.1, 65.1-5.5, 65.1-4.1, 53.-1- 9.2, 56.-2-2.2, 56.-5-1 and 56.-5-33; and WHEREAS, the owners of said parcels are willing to donate said easements to the Town of Dryden; and TB 2-15-24 APPROVED Page 3 of 9 WHEREAS, environmental review of the Varna Water/Sewer Project, including the potential acquisition of lands necessary for the same, was completed on April 22, 2021 by Resolution #101 (2021) of the Town Board issuing a negative declaration; NOW THEREFORE BE IT RESOLVED that the Town Board of the Town of Dryden does hereby accept the donation of easements from the listed entities for portions of the lands identified below, as set forth in more detail in those certain proposed forms of easements attached hereto and made a part hereof: Ithaca IR Holdings, LLC - Tax Parcel numbers 56.-2-6 and 56.-2-5; VTT Inc. - Tax Parcel numbers 53.1-1-1, 53.1-1-2, 53.1-1-3, 53.1-1-4, 53.1-1-5, 53.1-1- 6, 53.1-1-7, 53.1-1-16, 53.-1-3.2 and 53.-1-3.7; Jim Ray Mobile Homes, Inc. – Tax Parcel number 56.-5-4; and Cornell University – Tax Parcel numbers 64.1-1-1, 64.-1-2.1, 65.1-5.5, 65.1-4.1, 53.-1- 9.2, 56.-2-2.2, 56.-5-1 and 56.-5-33; and be it further RESOLVED that the Town Supervisor, upon review and approval by the Attorney for the Town as to form, is hereby authorized to execute any and all documents necessary to accept said easement donations for the Varna Water/Sewer Project Phase 2. 2nd Cl Lamb Roll Call Vote Cl Vargas-Mendez Yes Cl Buck Yes Cl Dravis Yes Cl Lamb Yes Supv Leifer Yes Hunt Engineering Agreement – Hunt has submitted an agreement to continue work for the broadband project. The Broadband committee will discuss this tomorrow and the agreement will be reviewed by the town attorney. The previous agreement is still in effect. There were no further comments on the public hearing for a special use permit for 465 North Road and Supv Leifer closed the public hearing at 6:21 p.m. The board reviewed the conditions of approval. RESOLUTION #51 (2024) - GRANTING SPECIAL USE PERMIT AND APPROVING SITE PLAN FOR A RETAIL BUSINESS AT 465 NORTH ROAD, TAX PARCEL 27.-1-27.2 Supv Leifer offered the following resolution and asked for its adoption: WHEREAS, A. Shana Karn has applied for a Special Use Permit (SUP) and site plan approval for a retail business to be located at 465 North Road, Tax parcel 27.-1-27.2. The application included sketch plans, SUP worksheet, notice of ground disturbance and Short Environmental Assessment Form. Supplemental materials submitted by the applicant included responses to the subset of the site plan checklist, the expected number of vehicles accessing the site, updated sketch plans and narrative and an updated parking plan. B. The Town Planning Department considers the application complete and in conformance with the requirements of the Code of the Town of Dryden (Code) §270-11 and §270-12, and TB 2-15-24 APPROVED Page 4 of 9 C. The Tompkins County Planning Department has reviewed the application pursuant §239 –l, -m, and –n of the New York State General Municipal Law, and D. In a letter dated January 30, 2024, the Tompkins County Planning Department determined that the proposed action will have no significant county-wide or inter- community impact, and E. Pursuant to the New York State Environmental Quality Review Act (“SEQRA”) and its implementing regulations at 6 NYCRR Part 617, the Town Board of the Town of Dryden has, on February 15, 2024, determined the project is a type II action per 6 CRR-NY 617.5(18), which states, reuse of a residential or commercial structure, or of a structure containing mixed residential and commercial uses, where the residential or commercial use is a permitted use under the applicable zoning law or ordinance, including permitted by special use permit, and the action does not meet or exceeds any of the thresholds in section 617.4 of this Part. F. A public hearing was held on February 15, 2024, with public comments registered in the meeting minutes and considered by this board, and G. The Town Board has reviewed this application relative to the considerations and standards found in Code §270-11 for site plan review and §270-12 for Special Use Permit. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. The Town Board approves the sketch plan documents, submitted with the application and amended with supplemental submissions, as site plan for 465 North Road, conditioned on the following: a. Existing vegetation that partially screens the adjacent residences, and North Road, is to remain undisturbed or manicured to maintain their size and visual screening. b. Permanent bathroom facilities, a toilet and handwash sink, shall be installed within 6 months of SUP approval. c. The applicant shall install the proposed sign in accordance with sign regulations found in Code 270-9.4. d. The applicant shall install a permanent sign stating no parking along the southern side of the access driveway, as well as a permanent sign stating no parking closer to the road, or similar language, on the eastern end of the parking along the north side of the access driveway in order to ensure a 20-foot-wide driveway. e. The applicant shall mark the parking spaces along the northern side of the driveway with 4x4 posts, curb stops or similar method. f. The applicant shall provide potable water for customers via a water cooler or similar method. 2. The Town Board hereby finds that the considerations for approval of the requested Special Use Permit listed in Code Section 270-12 have been met, specifically that: TB 2-15-24 APPROVED Page 5 of 9 a. The proposed use is compatible with the other permitted uses in the Rural Agricultural district and compatible with the purpose of this district as retail businesses are a permitted use in this zone and given the nature of the business and expected traffic at the site the proposed project is not expected to negatively impact surrounding agricultural uses; other businesses have operated at this facility and farm operations have continued in the area immediately surrounding the site; b. The proposed use is compatible with adjoining properties and with the natural and manmade environment, as this project will utilize an existing building with some existing vegetative screening; c. Parking, vehicular circulation, and infrastructure for the proposed use is adequate provided the applicant installs the parking signs, and marks parking spaces as conditioned as part of SUP approval to maintain at least a 20-foot-wide driveway; d. The overall impact on the site and its surroundings considering the environmental, social and economic impacts of traffic, noise, dust, odors, release of harmful substances, solid waste disposal, glare, or any other nuisances has been considered and found to be negligible, based on the expected volume of traffic associated with this business, and the business is not expected to generate excessive noise, dust, odors or release of harmful substances; e. Restrictions and/or conditions on design of structures or operation of the use necessary to ensure compatibility with the surrounding uses or to protect the natural or scenic resources of the Town have been incorporated into the site plan and conditions of the SUP permit; f. The project complies with the requirements for site plan review and conforms to the Town’s Commercial Design Guidelines to the maximum extent practicable in that: the site is partially screened from residential uses by the existing landscaping, the proposed sign is low to the ground with proposed plantings at the base, and the project will utilize a developed site and as such no cutting and filling at the site is required. 3. The Town Board, finding that the applicant is in compliance with all other provisions of the Code and other applicable ordinances, approves this Site Plan and Special Use Permit for a retail business at 465 North Road with the Town of Dryden Standard Conditions of Approval as amended August 14, 2008. 2nd Cl Buck Roll Call Vote Cl Vargas-Mendez Yes Cl Buck Yes Cl Dravis Yes Cl Lamb Yes Supv Leifer Yes CITIZENS PRIVILEGE Mike Parker, Freeville Fire Chief – Said he is present with chiefs of the other departments and they are here to talk about the proposed 2024 contracts. There has been no progress to date in completing those contracts. They have spoken with an attorney and are trying to get this resolved and move forward. Town of Dryden residents should be treated equally with respect to fire and EMS response no matter which department’s coverage area they are in. The contracts should be similar; that was agreed on before. Departments need to be held accountable for how they respond. They have come up with a contract and will be turning it in to the board for further discussion. TB 2-15-24 APPROVED Page 6 of 9 The departments should have a copy of the financial information turned in, so they can be sure it is correct. They are entitled to a copy. The departments would like an explanation. They want it fair for everyone, for the departments to be held accountable the same, and to protect the residents equally. Mark Bell, Dryden Fire Chief, distributed a proposed revised contract for Neptune Hose. He said the attorney they have been working with has done some research and investigation. They could not answer his question regarding why the contract given to Brooktondale was so different from the rest, when they all provide the same service to town residents. The contract they propose is very similar in terms and conditions to the contract proposed to Brooktondale. Other town departments should not have more terms and conditions placed on them to do the same job. Cl Lamb stated the Brooktondale contract is for considerably less money. M Bell pointed out they are called on to provide the same service. Cl Lamb said he thought that after meetings with the departments, they had agreed on the terms of the contracts as proposed. Cl Lamb suggested Brooktondale could be provided with the same contract as the other departments. M Bell said the attorney felt the contract as proposed addressed more operational aspects, and that if the town seeks to be indemnified from any wrongdoing on the part of the departments, those terms are inappropriate. It can’t be both ways. The contract they propose is not exactly as proposed to Brooktondale. Changes from the version provided to them by the town to what they are proposing include financial reporting. For Varna and Etna, they added that the town will provide the Volunteer Firefighter Benefits Law (VFBL) coverage. Dryden and Freeville are covered by their respective villages. There was a wording change regarding the audit requirement, changing it to September from June as it was in prior contracts. June is a bit early to get the audit back from the auditors sometimes. Numbers 17 through 30 are gone from the original proposal. M Bell said the biggest difference is a lot of extra reporting of trainings, call volumes, and a lot more reporting and conditions. They have no issues providing it, but don’t feel it should be a contractual thing. The liability falls on them to be sure their members are trained and certified to do the job they are asked to do. They are not paid, but are professional in what they do. They don’t want anyone hurt and so they demand the best for their firefighters. They are not necessarily opposed to these new things in the contract, but in their world, things can change in the drop of a hat. It is not always possible physically to respond to all calls; they may be called out a couple of calls simultaneously. But contractually, it says they have to. They already do reporting and would need to know the value of it and what the drive behind the statistics is that are being asked for. It could be that they don’t always get good communication about why certain reports are needed. It’s not easy and they can’t always get it from their reporting software. They have to pull data from different reports and create a spreadsheet. They need relief on some of the reporting, and don’t see it warranted as part of the contract. The contract has gotten substantially longer over the last couple of years. Cl Lamb said they were trying to improve the process because they felt there wasn’t enough dialogue and understanding between the town as the contracting entity and with whom they are contracting. They wanted more information given the amount of money about which we are talking. The board has a duty to have information for the people we raise taxes from. He is uncomfortable with this dynamic. Hours were spent on this and to now have the TB 2-15-24 APPROVED Page 7 of 9 departments come back and say all those conditions are gone is a disappointment. A lot of time has gone into this. He is concerned about the strategic planning being removed. M Bell said they all saw value when it was discussed. Just because it isn’t in the contract, doesn’t mean it won’t happen. M Bell said they put something together that they thought was fair. M Bell said Neptune Hose provides a certified audit each year at their expense. Cl Buck said the metrics are a way to share and be transparent with taxpayers. She asked that as they work through their strategic planning efforts, it would be good to identify what kind of data the town and taxpayers should know, and then work on ways to provide it that is not a burden. M Bell added that the provision regarding strategic planning was not in the first contract presented to them, but added as a result of them being asked if they were open to doing that and they responded positively. They did see the value of it. Michelle Robinson and Linda Fenner represented the Etna Fire Department. M Robinson said while the town has a fire protection district, the board members are not fire commissioners. All towns in the state are required to contract for fire services. A fire service can become a district or the town contracts for service. The departments are independent contractors and that is stated in the contract. The level of stuff asked for in this contract opens the town up to a level of liability that insurance contracts would not protect the town from. Etna did not receive their proposed contract until December 29. L Fenner said they are proposing a contract that they feel their department, their volunteers, and all departments can adhere to. The contracts should be equal for all departments. They distributed a copy of their proposed contract for Etna with their dollar amount on it. L Fenner asked the board if anyone has ever asked what is going on with fire tax dollars. She offered a pager to board members so they could see if they could respond in a timely manner every time. Mason Jager, Varna Chief, said he appreciates the frustration of the board after the meetings and discussions that were had, but none of their members are contract lawyers. Departments may have agreed to the spirit of the contracts, but they are legally binding and two lawyers have agreed that these agreements overstep what is normally accepted for fire protection districts in the State of New York. They are happy to provide information on their member number, call responses and numbers. He will try to attend more town board meetings to talk about the department’s activities and service provided. Their attorneys’ concerns had more to do with the operational elements and demands of the contracts. That is exposure on the town’s behalf because the town is not allowed to have those firefighter operation elements in the contract. The indemnification called for in the contract would be nullified by telling the departments what to do. If something were to go wrong, the department could say the town made them do it. For years that liability has been with the departments and the chiefs specifically. The chiefs take responsibility for their department and their members and their safety, and the safety of the residents of Varna very seriously. M Jager said he wants to be clear that it wasn’t just the reporting aspect, but many of the elements of the contracts were now instructing the departments how to do their job. He can also sympathize about the time spent at the meetings; they were all volunteering their time. He attends many meetings a month as a volunteer fire chief together with other meetings and calls that take him away from work. He is relatively new to the fire service in the Town of Dryden, but has seen a dramatic increase in communication between the town board and the TB 2-15-24 APPROVED Page 8 of 9 departments as well as between departments. At a recent call, all departments were on site. They do work very hard to provide the best service possible. Mike Parker said he assumes the town attorney is looking at the contracts as they’ve been adjusted and asked whether he addressed the difference in liability and whether he does fire law. He said it isn’t about the money; it’s about the language in the contract. They should have the same language because the service is the same no matter where that is. He doesn’t think it is important that the town knows who is qualified to drive trucks in the department. The town doesn’t provide liability insurance; the department does. That should not be a condition of receiving their second check. It’s not up to the town; the town is not providing the liability insurance. They are happy to report on their calls and other information, but some of the items required in order to get the funding is another thing. It isn’t right, and the language needs to be the same across the board. He appreciates the time and would like to have a few meetings a year. The strategic planning is fine. He’d like to meet to discuss next year’s contract and what they are looking to do, but not things like who is qualified to drive a truck. The contract can be negotiated out, but some of the language needs to change. Supv Leifer said the board will need an opportunity to review the contracts just presented. M Bell said the intent was to get them to the board earlier, but it didn’t work out. The departments did feel it was important to present them and make comments tonight. Cl Lamb asked whether strategic planning was out of the contracts. M Bell said no, that they saw value in it. M Parker and L Fenner both indicated they are willing to work this out and get the contract to a place where they don’t have to do this again next year. ADVISORY BOARD UPDATES Ag Committee – Did not meet. Recreation & Youth Commission - They are working with R Burger toward securing a consultant to consider a development plan for the property behind the town hall. Broadband Committee – Is meeting with attorneys on the structure of the contract with Dave Makar because they need to expand that role now. They will bring him on as a contractor, but then later perhaps as an employee. It would be similar to the way the sewer plant in Ithaca operates. They hired a company as the chief operator because of labor contracts and salary requirements. Planning Board – They reviewed the 465 North Road SUP application and made recommendations that were included in the special use permit conditions approved tonight. They have received robust replies to their RFP for a consultant in connection with the zoning update and have narrowed the number down to three. They are all very different and we will end up with an extremely strong consultant to work with. They understand the goal is to make zoning less of a stick and more of a carrot; a little more permissive rather than negative or positive power. Cl Buck noted there is potential for business growth in the tech corridor and we need to be sure environmental protections are in place. Supv Leifer said with the infrastructure in place, Dryden is probably number one in the area. A subcommittee will make a recommendation at their next meeting, then it will come to the Town Board. Workforce & Affordable Housing – They had a guest, Holly Hutchinson, from Sustainable Finger Lakes who discussed the experience they’ve had with heat pumps and networking people through the Empower Program for weatherization and other programs. It was useful because they are focusing on locating funding resources to help low-income housing, and in particular mobile housing for weatherization and such. They learned about TB 2-15-24 APPROVED Page 9 of 9 the challenges they face in recruiting people to become involved. They are hoping to have options to move forward next month. Conservation Board – Chair Gian Dodici asked if anyone would be interested serving as Chair, but he will remain as such. They discussed opportunities for engagement and activities by the Conservation Board, and they may be reaching out to DRYC to offer support in deciding how best to utilize the land north of town hall. That may be an opportunity for modeling pollinator friendly plantings or wetland education and things like that. They are interested in providing feedback on the zoning rewrite and are very interested in pollinator friendly language. Tompkins County Environmental Management Council will soon be sending updated UNA maps to municipalities. Climate Smart Task Force – The committee is promoting heat pumps. A webinar entitled Saving Energy and Money in Your Home will be held March 20, 2024, at 6:00 p.m. The webinar will provide a user-friendly overview of the steps to tighten up your home and move to more sustainable heating sources. It will also dive into some of the rebates and incentives that can help pay for these upgrades. This online webinar is geared towards homeowners in Tompkins County and is hosted by the Energy & Climate Change Team at Cornell Cooperative Extension Tompkins County. The event is free and open to the public. In lieu of their regular monthly meeting, they held an Extreme Weather Scenario Workshop on Tuesday evening in the Town Hall and via Zoom. Approximately two dozen folks were in attendance. They broke into groups to discuss potential action steps during four scenarios: severe storms, drought, extreme heat, and flooding. This feedback will be incorporated into our Climate Adaptation and Resiliency Plan (CCARP) by Jerry Sheng from Cornell Cooperative Extension that we continue to work on. The town of Dryden is currently at bronze level and trying to get to silver. We are still the number two town in the state. Future agenda items: There is an application to fill the vacancy on the Ag Committee that the board will act on next month. There will probably be news on South Hill Trail soon. There have been ongoing discussions with NYSEG to get this done, but they are getting close. There will be more items for approval for the Ithaca Area Wastewater Treatment Facility and the infrastructure work that is being done. There being no further business, the meeting was adjourned at 7:28 p.m. Respectfully submitted, Bambi L. Avery Town Clerk Page 1 of 9 DONATION AGREEMENT This Donation Agreement is made this _____ day of 2023, by and between the Town of Dryden, a municipal corporation under the laws of the State of New York having offices at 93 East Main Street, Dryden, NY 13053, acting on behalf of the Dryden Sewer Benefit District SS8, and such additional sewer districts as may be formed within the Town of Dryden (collectively, the “Donee”), and Ithaca IR Holdings, LLC, a limited liability company under the laws of the State of Delaware and having offices at 83 Warren Avenue, Boston, MA 02116 (the “Donor”). RECITALS Donor is the owner of certain parcels of land identified as Tax Parcel numbers 56.-2-6 and 56.-2- 5, all located along New York State Route 366 in the Town of Dryden, Tompkins County, New York, (the “Premises”). Donee is presently in the planning, design and construction of a water and sewer project (the “Project”) that requires acquisition of an easement over the Premises. Donor desires to donate an easement over a portion of the Premises, as described in Exhibit A (the "Donation Easement"), to Donee, to facilitate and incorporate into the Project. Donor is doing so with full knowledge of its rights to receive just compensation for the Donation Easement, along with an appraisal of the Donation Easement’s value, and has by signing this Donation Agreement affirmatively waived its rights to the same. Donee agrees to accept the donation of the Donation Easement in accordance with the terms of this Donation Agreement to benefit the Project. NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties intending to be legally bound by the terms of this Donation Agreement, and for the purposes herein set forth, do hereby declare and agree as follows: SECTION 1: Donation A. The Donor's donation of the Donation Easement shall include only those rights and obligations as set forth in the recorded easement document, the form of which is attached as Exhibit B. B. Donor makes no representations and warranties whatsoever regarding the Donation Easement, which is being donated “as is, where is” and “with any and all faults.” C. Donor and Donee have each been given a full and complete opportunity to conduct their own investigation as to any matter, fact or issue that might influence the respective parties’ decisions regarding Donor's donation of the Donation Easement. D. Donor acknowledges that Donor could have obtained an appraisal of, and could have required compensation for the Donation Easement, and Donor has determined not to obtain 26 January 2024 Page 2 of 9 an appraisal and not to require compensation because Donor desires to donate the Donation Easement to Donee with no receipt of compensation of any kind. E. Donor agrees to provide all information and documentation as may be reasonably requested by the Donee and/or Donee’s attorney. SECTION 1A: Obligations A. Closing Costs. Donee shall pay all costs associated with the transfer of the Donation Easement, including but not limited to attorney fees to review and edit this Donation Agreement, the easement agreement, abstracting fees, agents’ fees (if any) and recording costs (the “Closing Costs”). B. Post Closing Requirements. Donee will as part of the Project, include in the design and construction installation of water and sewer infrastructure as generally shown (subject to reasonable modification in light of construction conditions) within Exhibit A. Such work shall be done in coordination with Donor’s representative to minimize disruption to Donor’s operations to the extent reasonably possible. C. Transfer. Donor agrees to donate the Donation Easement to Donee, and Donee agrees to accept the Donation Easement from Donor on the terms and conditions set forth herein. In consideration of Donor’s transfer of the Donation Easement to Donee, Donee shall perform all of Donee’s obligations hereunder including but not limited to the release and indemnity set forth in Sections 3 and 4 of this Donation Agreement. D. Title. Title shall transfer on the Closing Date, as defined in Section 2 of this Donation Agreement, via easement and ancillary transfer documents to be prepared by Donee’s attorneys. Risk of loss shall remain with the Donor until the Closing. E. Further Assurances. Donee and Donor agree to execute all instruments and documents and to take all actions reasonably necessary and appropriate to consummate the transfer and donation of the Donation Easement and shall use their best efforts to close in a timely manner. SECTION 2: Closing A. This transaction shall be closed and the easement delivered as soon as reasonably possible (the “Closing Date”). SECTION 3: Acknowledgments, Release and Indemnity. Donee acknowledges that it is accepting the Donation Easement solely in reliance on Donee’s own investigation, and the Donation Easement is in “as is, where is” condition with all faults and defects, latent or otherwise. Donee expressly acknowledges that, in consideration of the agreement of Donor herein, and except as otherwise specified herein, Donor makes and has made no representations or warranties, express or implied, or arising by operation of law, including, but not Page 3 of 9 limited to, any warranty as to condition, merchantability or fitness for a particular use or purpose, with respect to the Donation Easement or any matter related thereto, or (without limitation) to any of the following matters: A. Soils, etc. Soils, seismic, hydrological, geological and topographical conditions and configurations. B. Artifacts. Archeological, prehistoric and historic artifacts, remains and relics. C. Endangered Species. Endangered plant, animal and insect species. D. Hazardous Materials. Hazardous or toxic materials and other environmental conditions, including without limitation, volatile organic compounds, petroleum products of any form or nature, lead-based paint, asbestos and mold. E. Physical Defects. Physical and mechanical defects in or on the Donation Easement, including without limitation, the plumbing, heating, air conditioning and electrical systems and the roof, floor, ceilings, walls and other internal structural components of any buildings or improvements. F. Land and Floor Area. The area of the land and the square footage contained in any buildings or improvements. G. Utilities, Schools, Etc. Availability of adequate utilities, water, schools, public access, and fire and police protection. H. Assessment Districts. The status and nature of any assessment districts. I. Planning, Zoning and Compliance with Law. Present, past or future conformity of the Donation Easement with planning, building, zoning, subdivision, development and any other statutes, ordinances, regulations and permits, or any general plan or specific plan of any governmental authority having jurisdiction. J. Development Fees. The character and amount of any fee, charge or other consideration which must be paid by Donee to develop the Donation Easement. K. Title. The condition of title to the Donation Easement, including but not limited to the existence of any easement, license, lease, encumbrance or encroachment whether or not a matter of public record, and whether or not visible upon inspection of such Donation Easement. L. Owner’s Association. The financial condition of any owner’s association, including, without limitation, the adequacy of any reserves held by any owner’s association. M. Other Matters. Any other matter relating to the Donation Easement or to the acquisition, ownership, use, management, conveyance, encumbrance, development or operation of the Donation Easement, including, but not limited to, value, feasibility, cost, governmental permissions or entitlements, marketability and investment return. SECTION 4: Release and Indemnity A. Release. Donee fully releases and discharges Donor from and relinquishes all rights, claims and actions that Donee may have or acquire against Donor which arise out of or are in any way connected with the terms of this Donation Agreement or the condition of the Donation Easement, including without limitation (A) any matter set forth in Section 3 above, (B) the presence of hazardous materials on, under or about the Donation Easement (including but not limited to any undiscovered hazardous materials located beneath the surface of the Donation Easement), and (C) violations of any hazardous materials laws Page 4 of 9 pertaining to the Donation Easement or the activities thereon. This release applies to all described rights, claims and actions, whether known or unknown, foreseen or unforeseen, present or future. B. Effectiveness. The provisions of this section shall be effective as of the Closing Date and shall survive the Closing Date or termination of this Donation Agreement. SECTION 5: General Provisions A. The “Effective Date” shall be the date that the last of the parties to this Donation Agreement executes below. B. Successors and Assigns. This Donation Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. Notwithstanding the foregoing, Donee may not transfer, assign, or encumber Donee’s right under this Donation Agreem ent without Donor’s prior written approval. C. Entire Agreement. This Donation Agreement contains the entire agreement between the parties concerning the Donation and conveyance of the Donation Easement, and supersedes all prior written or oral agreements concerning the subject matter hereof between the parties to this Donation Agreement. No addition to or modification of any term or provision shall be effective unless in writing, signed by both Donor and Donee. D. Partial Invalidity. If any portion of this Donation Agreement shall be declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from this Donation Agreement and the remaining parts shall remain in full force as fully as though the invalid, illegal or unenforceable portion had never been part of this Donation Agreement. E. Governing Law. The parties intend and agree that this Donation Agreement shall be governed by and construed in accordance with the laws of the State of New York. F. No Third Party Benefits. No person other than Donor and Donee, and their permitted successors and assigns, shall have any right of action under this Donation Agreement. Beneficiaries specifically shall have no claims or rights of action against either Donor or Donee in connection with this gift. G. Waivers. No waiver by either party of any provision shall be deemed a waiver of any other provision or of any subsequent breach by either party of the same or any other provision. H. Captions. The captions and Section numbers of this Donation Agreement are for convenience and in no way define or limit the scope or intent of the Sections of this Donation Agreement. I. Counterparts. To facilitate execution, this Donation Agreement may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this instrument to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages. Page 5 of 9 J. No Presumption. All the parties hereto and their attorneys have had full opportunity to review and participate in the drafting of the final form of this Donation Agreement and all documents attached as exhibits. Accordingly, such documents shall be construed without regard to any presumption or other rule of construction whereby any ambiguities within this Donation Agreement would be construed or interpreted against the party causing the document to be drafted. K. Notices. Any notices or other communication required or permitted under this Donation Agreement shall be in writing and shall be (a) personally delivered, or (b) sent by certified or registered United States mail, postage prepaid, return receipt requested, or (c) by overnight delivery by a reputable courier to the address of the party set forth in this Section. Such notice or communication shall be deemed given (i) if sent by personal delivery or overnight courier, when delivered in person, or (ii) in the case of mailed notice, forty-eight (48) hours following deposit in the United States mail. Notice of change of address shall be given by written notice in the manner detailed in this Section. If to the Donee: Town of Dryden Attn: Ray Burger 93 E. Main Street Dryden, NY 13053 With a copy to: Nathan VanWhy, Esq. Coughlin & Gerhart, LLP 99 Corporate Drive Binghamton, NY 13904 Email: NVanWhy@cglawoffices.com If to the Donor: Ithaca IR Holdings, LLC Attn: Adam Slutsky 83 Warren Avenue Boston, MA 02116 Page 6 of 9 IN WITNESS WHEREOF, the parties hereto agree to the terms and have caused this Contract to be executed in their names by their duly authorized officers. DONEE: DONOR: TOWN OF DRYDEN ITHACA IR HOLDINGS, LLC ______________________________ ______________________________ By: Jason Leifer, Supervisor By:_______________, _____________ Adam Slutsky, manager of North Beacon Capital, its manager Page 7 of 9 State of ) County of ) ss.: On the ______ day of _______________ in the year 2023 before me, the undersigned, personally appeared _______________, 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 Tompkins ) ss.: On the ______ day of ______________ in the year 2023 before me, the undersigned, personally appeared Jason Leifer, 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 Page 8 of 9 EXHIBIT A ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Ithaca, County of Tompkins and State of New York, being part of Tax Parcel numbers 56.-2-6 and 56.-2-5, all as more particularly bounded and described as follows: BEGINNING at the intersection of the north line of New York State Route 366 with the west line of the Town of Dryden Easement recorded in the Tompkins County Clerk’s office at Liber 486, Page 912; proceeding thence westerly along said north line for a distance of 105.4+/- feet to a point at the boundary of the lands owned by Cornell University; proceeding thence north for a distance of 12+/- feet along the boundary line of the lands owned by Cornell University; proceeding thence easterly along a line parallel to the north line of New York State Route 366 to the said west line of the Town of Dryden Easement; proceeding thence south 12+/- feet to the point or place of beginning. Page 9 of 9 EXHIBIT B PERMANENT SEWER LINES EASEMENT AND RIGHT-OF-WAY THIS INDENTURE is made this _____ day of 2024, by and between the Town of Dryden, a municipal corporation under the laws of the State of New York having offices at 93 East Main Street, Dryden, NY 13053, acting on behalf of the Dryden Sewer Benefit District SS8, and such additional sewer districts as presently exist or may be formed within the Town of Dryden (collectively, the “Grantee”), and Ithaca IR Holdings, LLC, a limited liability company under the laws of the State of Delaware and having offices at 83 Warren Avenue, Boston, MA 02116 (the “Grantor”). Grantor is the owner of certain parcels of land identified as Tax Parcel numbers 56.-2-6 and 56.- 2-5, all located along New York State Route 366 in the Town of Dryden, Tompkins County, New York, (the “Premises”). NOW WITNESSETH, that Grantor, in consideration of One Dollar and other good and valuable consideration paid by Grantee, the receipt and sufficiency of which are hereby acknowledged by Grantor and Grantee, grants to Grantee permanent easements and rights of way to clear, trench, lay, construct, maintain, operate, repair and at its pleasure, remove, sanitary sewer collection lines, mains, force mains, and other ancillary infrastructure for the use, operation and maintenance of sanitary sewer systems in, on and beneath the below-described parcels of land, together with the rights of free ingress and egress in, over, across, upon, and under the below - described parcel of land, and including the right to trim and/or remove trees, shrubs and other obstructions as necessary to exercise the foregoing rights except as otherwise expressly limited herein, upon that portion of the Premises as more particularly bounded and described as follows: ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Ithaca, County of Tompkins and State of New York, being part of Tax Parcel numbers 56.-2-6 and 56.-2-5, all as more particularly bounded and described as follows: BEGINNING at the intersection of the north line of New York State Route 366 with the west line of the Town of Dryden Easement recorded in the Tompkins County Clerk’s office at Liber 486, Page 912; proceeding thence westerly along said north line for a distance of 105.4+/- feet to a point at the boundary of the lands owned by Cornell University; proceeding thence north for a distance of 12+/- feet along the boundary line of the lands owned by Cornell University; proceeding thence easterly along a line parallel to the north line of New York State Route 366 to the said west line of the Town of Dryden Easement; proceeding thence south 12+/- feet to the point or place of beginning. RESERVING unto Grantor all rights accruing from Grantor’s ownership of fee title to the Premises, except to any extent that exercise of such rights and Grantor’s use of such property conflict with the terms of this easement. Without limiting the foregoing, Grantor expressly reserves: (1) the right to use and install improvements (except buildings with foundations) on, in and under the surface and subsurface of the Easement Area, to cross and re-cross the Easement Area, and to grant future easements in the Easement Area, provided that any construction of 2 improvements within, or any other use of, the Easement Area by Grantor shall not interfere with, obstruct, or affect any rights of the Town under or with respect to this Easement, cause injury or damage to the Town’s infrastructure, or otherwise affect such infrastructure’s physical integrity or function; and (2) the right to relocate said easement and right of way and the facilities located thereon, in whole or in part, at Grantor’s sole expense, in accordance with plans and specifications approved by Grantee. In considering approval, Grantee may consider the effects of the proposed changes on the sanitary sewer system’s operation and costs. AND FURTHER, all equipment, materials, infrastructure, and other property belonging to Grantee, its agents or contractors, stored or located on the Premises, including the sanitary sewer mains, laterals, collectors, lines and pipes, and other and related appurtenances and devices, shall remain the property of and shall be under the control and supervision of Grantee, and which Grantee shall repair and maintain at its own cost and expense. GRANTOR COVENANTS AND AGREES: 1. No building or structures (except for roads, buildings and other structures to be constructed, used and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement) shall be constructed or placed within the aforesaid permanent easement and right-of- way which will in any way interfere with complete access by Grantee, its successors, assigns, employees and agents to excavate, install, lay, construct, operate, make observations of, inspect, maintain, alter, improve, repair, remove, replace or change the size of any sanitary sewer mains, laterals, collectors, lines and pipes, and other and related appurtenances and devices. 2. Except for trees or other plants presently installed or to be installed and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement, no trees or other plants will be planted or cultivated that may interfere with the said easement and right-of-way. 3. Except to the extent necessary for the construction, use and maintenance of buildings and other improvements on the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement, it will not permit or conduct any mining, excavation, construction or blasting within said easement and right-of-way. 4. Except during the construction or maintenance of buildings, foundations and other improvements to be constructed, used and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by the Grantee that explicitly reference the aforesaid permanent easement, it will not engage in any conduct, directly or indirectly, that blocks, obstructs, or interferes with the ingress and egress rights of Grantee, its successors, assigns, employees and agents. 3 5. It will place the following provision in all conveyances of the property or portions thereof covered by this easement, or any rights therein: “Subject to a sanitary sewer easement and right-of way to convey rights to the Town of Dryden to clear, trench, lay, construct, maintain, operate, repair and at its pleasure, remove, sanitary sewer collection lines, mains, force mains, and other ancillary infrastructure for the use, operation and maintenance of sanitary sewer systems in, on and beneath the below-described parcels of land, together with the rights of free ingress and egress in, over, across, upon, and under the below- described parcel of land, and including the right to trim and/or remove trees, shrubs and other obstructions, all of which rights are (1) set forth in said permanent easement and right-of-way granted to the Town on [date] and recorded in the Tompkins County Clerk’s Office on [date] as Instrument No. _________, the terms, obligations and conditions of which are expressly incorporated herein, and (2) assignable by the said Town to any successor or assign, or to any improvement district(s) now existing or hereafter to be formed.” GRANTEE COVENANTS AND AGREES: 1. Grantee shall give Grantor advance reasonable notice of the intended times when work is to be performed within the Easement Area and shall coordinate with Grantor in the performance of such work. In the event work is required on an emergency basis, the Town will provide notice as soon as reasonably practicable after commencement of such emergency work. 2. Grantee will at all times, at Grantee’s expense, when it enters the Premises for any purpose related to the permanent easement granted by this instrument, leave the Premises in a neat and presentable condition, returning the Premises as nearly as practicable to its condition before such entry, including grading, reseeding, and repaving as applicable, as well as replacing any trees with the same or similar species of tree, of a size not less than one and a half inch caliber measured at diameter breast height, and also replacing any fencing removed or damaged, subject to any changes in the Premises permitted by the exercise of the rights granted by this easement. 3. Grantee shall be responsible for maintaining asphalt cut repairs for a period of two years after repavement to account for potential future settlement. 4. Grantee shall not allow any claim, lien or other encumbrance arising from its use of the easement area to accrue against or attach to the easement premises o r any other portion of Grantor’s property, but if any lien or notice of lien is so filed, the responsible party shall promptly bond and discharge any lien or notice of lien that may be so filed. Grantor shall send to Grantee timely written notice of any lien so filed of which Grantor itself has notice, and Grantee shall send to Grantor timely written notice of any lien so filed of which Grantee itself has notice. 5. Grantee has evaluated title to the Premises without reliance on any representation or warranty of title from Grantor. 4 6. This easement shall be recorded by Grantee at its own expense in the real estate records of the Tompkins County Clerk. 7. Grantee, by accepting this easement, agrees it shall indemnify Grantor, Grantor’s trustees, officers, employees, agents, successors and assigns (collectively, the “Indemnified Parties”), and hold them harmless from any claims, demands, actions, suits, liabilities, losses, injuries, costs, or judgments (collectively, “Claims”) that arise out of or result from (in whole or in part) the use of the Premises or the exercise of Grantee’s rights hereunder by Grantee, its employees, contractors, agents, or invitees, including (without limitation) reasonable investigatory and legal costs. Notwithstanding the foregoing, to the extent the Indemnified Parties are negligent or act with willful misconduct, Grantee’s duty to indemnify them shall not extend to the proportion of loss attributable to the Indemnified Parties’ negligence or willful misconduct. AND THE PARTIES FURTHER AGREE: 1. Grantee and its successors and assigns are hereby expressly granted the right to assign this easement, or any part thereof, or interest therein, without any prior consent and without prejudice or recourse. 2. The easements and related rights-of-way (except for those areas marked on the Survey as construction or temporary easements) shall at all times be deemed to be and shall run with the land, be permanent and perpetual, and inure to and be binding upon the successors, heirs, legal representatives and assigns of the parties named in this easement. 3. The parties acknowledge the existence of 8” water and sanitary sewer mains within or adjacent to the Easement Area. These mains are the property of Grantee and are not known to be subject to any easement agreement, and are marked on the survey as being abandoned in place. Grantee shall have the same maintenance obligations regarding such mains as if they were subject to this easement, and shall be responsible for any required environmental remediation associated with any water main, sewer main, or other ancillary infrastructure marked on the Survey as being abandoned in place on the Premises, unless and until such main or infrastructure is removed. (Signature page follows) 5 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives on the day and year following each signature. ITHACA IR HOLDINGS, LLC TOWN OF DRYDEN By:_____________________ By: _____________________ Adam Slutsky, manager of North Beacon Jason Leifer, Town Supervisor Capital, the manager of Ithaca IR Holdings, LLC Date: _____________________ Date: _____________________ State of ) County of ) ss.: On the ______ day of _______________ in the year 2024 before me, the undersigned, personally appeared Adam Slutsky, 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 Tompkins ) ss.: On the ______ day of ______________ in the year 2023 before me, the undersigned, personally appeared Jason Leifer, personally known to me or proved to me on the basis of satis factory 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 CERTIFICATE OF AGENCY AND AUTHORITY The undersigned, being the duly authorized agent of Ithaca IR Holdings, LLC, a limited liability company under the laws of the State of Delaware and having offices at 83 Warren Avenue, Boston, MA 02116 (“ITHACA IR”), certifies to the Town of Dryden, a municipal corporation under the laws of the State of New York having offices at 93 East Main Street, Dryden NY 13053, acting for itself and on behalf of the Dryden Sewer Benefit District SS8, and such additional sewer districts as may currently exist or will be formed within the Town of Dryden (the “Town”), as follows: 1. I have been duly authorized pursuant to the operating agreement of ITHACA IR and/or by action of its members to execute that certain Permanent Sewer Lines Easement and Right of Way (the “Easement”) that grants an easement in favor of the Town over the property identified as Tax Parcel numbers 56.-2-6 and 56.-2-5, all located along New York State Route 366 in the Town of Dryden, Tompkins County, New York (the “Property”), as more specifically set forth therein, as made on or around the date of my signature to this Certificate of Agency and Authority. 2. The execution of all those documents necessary to effectuate the Easement is deemed to be in the name of and on behalf of ITHACA IR. Such execution further does not violate any restriction, prohibition or obligation contained within the Property’s chain of title, and/or consents and releases by those parties with rights to the Property have been obtained and provided to the Town. IN WITNESS WHEREOF, the undersigned has executed this Certificate this _______ day of ________________________, 2024. ITHACA IR HOLDINGS, LLC. By: _______________________ Adam Slutsky, manager of North Beacon Capital, the manager of Ithaca IR Holdings, LLC STATE OF NEW YORK ) COUNTY OF TOMPKINS ) SS.: On the _____ day of ___________________, 2024 before me, the undersigned, a Notary Public in and for said State, personally appeared James W. Ray, Jr., 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 PERMANENT WATER AND SANITARY SEWER LINES EASEMENT AND RIGHT-OF-WAY THIS INDENTURE is made this _____ day of 2024, by and between the Town of Dryden, a municipal corporation under the laws of the State of New York having offices at 93 East Main Street, Dryden, NY 13053, acting on behalf of the Dryden Consolidated Water Benefit District SW8 and the Dryden Consolidated Sewer Benefit District SS8, and such additional water and sewer districts as may be formed within the Town of Dryden (collectively, the “Grantee”), and Cornell University, an education corporation chartered by the State of New York and having offices at Day Hall, Ithaca, New York 14853 (the “Grantor”). Grantor is the owner of certain parcels of land identified as Tax Parcel numbers 64.-1-1, 64.-1-2.1, 64.-1-2.2, 65.-1-5.5, and 65.-1-4.1, all located along New York State Route 366 in the Town of Ithaca, Tompkins County, New York, and Tax Parcel numbers 53.-1-9.2, 56.-5-1, and 56.-5-33, all located along New York State Route 366 in the Town of Dryden, Tompkins County, New York (the “Premises”). NOW WITNESSETH, that Grantor, in consideration of One Dollar and other good and valuable consideration paid by Grantee, the receipt and sufficiency of which are hereby acknowledged by Grantor and Grantee, grants to Grantee permanent easements and rights of way to clear, trench, lay, construct, maintain, operate, repair and at its pleasure, remove, water and sanitary sewer collection lines, mains, force mains, and other ancillary infrastructure for the use, operation and maintenance of potable water and sanitary sewer systems in, on and beneath the below-described parcels of land, together with the rights of free ingress and egress in, over, across, upon, and under the below-described parcel of land, and including the right to trim and/or remove trees, shrubs and other obstructions as necessary to exercise the foregoing rights except as otherwise expressly limited herein, upon that portion of the Premises as more particularly bounded and described as follows: ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Ithaca, County of Tompkins and State of New York, being part of Tax Parcel numbers 64.-1-2.1, 64.-1-2.2, 65.-1-5.5, and 65.-1-4.1, and the parcels situate in the Town of Dryden, County of Tompkins and State of New York, being part of Tax Parcel numbers 53.-1-9.2, 56.-5-1, and 56.-5-33, all as more particularly bounded and described on the maps entitled “Town of Dryden Varna Water and Sewer Easements, Schedule A, Permanent Easement Map, Sheets 1 and 2,” dated September 6, 2023, and the maps entitled “Town of Dryden Varna Water and Sewer Improvements (Contract C), Utility Plan, Sheet C301 and Demolition Plan, Sheet C201,” dated September 6, 2023, each prepared by T.G. Miller P.C., Engineers and Surveyors (the “Survey”), incorporated herein by reference, a copy of which maps are intended to be filed in the Tompkins County Clerk’s office concurrently herewith, provided however that the Easement Area shall be centered on the as-constructed mains and in the widths shown on the attached survey maps, and provided further that the boundary line nearest to Route 366 for each portion of the Easement Area shall be the state highway boundary, and each portion of the Easement Area shall not extend farther from the highway 2 boundary than the listed width of the easement, regardless of where the water or sanitary sewer mains are actually constructed. Together with a temporary construction easement over portions of Tax Parcel number 65.- 1-5.5, as shown on and identified on the Survey as a “Temporary Construction Easement for Boring Advancement Pit”, and a temporary construction over portions of Tax Parcel number 64.-1-1, as shown and identified on the Survey as a “Temporary Construction Easement” by the “Proposed Apple Orchard PRV Building”, which temporary easements shall terminate on September 30, 2025, or upon Grantee’s notification to Grantor of successful revegetation of the temporary construction easement area, whichever is earlier. RESERVING unto Grantor all rights accruing from Grantor’s ownership of fee title to the Premises, except to any extent that exercise of such rights and Grantor’s use of such property conflict with the terms of this easement. Without limiting the foregoing, Grantor expressly reserves: (1) the right to use and install improvements (except buildings with foundations) on, in and under the surface and subsurface of the Easement Area, to cross and re-cross the Easement Area, and to grant future easements in the Easement Area, provided that any construction of improvements within, or any other use of, the Easement Area by Grantor shall not interfere with, obstruct, or affect any rights of the Town under or with respect to this Easement, cause injury or damage to the Town’s infrastructure, or otherwise affect such infrastructure’s physical integrity or function; and (2) the right to relocate said easement and right of way and the facilities located thereon, in whole or in part, at Grantor’s sole expense, in accordance with plans and specifications approved by Grantee. In considering approval, Grantee may consider the effects of the proposed changes on the water and sanitary sewer system’s operation and costs. AND FURTHER, all equipment, materials, infrastructure, and other property belonging to Grantee, its agents or contractors, stored or located on the Premises, including the water and sanitary sewer mains, laterals, collectors, lines and pipes, and other and related appurtenances and devices, shall remain the property of and shall be under the control and supervision of Grantee, and which Grantee shall repair and maintain at its own cost and expense. GRANTOR COVENANTS AND AGREES: 1. No building or structures (except for roads, buildings and other structures to be constructed, used and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement) shall be constructed or placed within the aforesaid permanent easement and right-of- way which will in any way interfere with complete access by Grantee, its successors, assigns, employees and agents to excavate, install, lay, construct, operate, make observations of, inspect, maintain, alter, improve, repair, remove, replace or change the size of any water or sanitary sewer mains, laterals, collectors, lines and pipes, and other and related appurtenances and devices. 3 Grantee agrees that this provision shall not prevent Grantor from construction a multiuse path in the Easement Area upon Grantee’s approval of the plans for the path, such approval not to be unreasonably withheld. 2. Except for trees or other plants presently installed or to be installed and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement, no trees or other plants will be planted or cultivated that may interfere with the said easement and right-of-way. 3. Except to the extent necessary for the construction, use and maintenance of buildings and other improvements on the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement, it will not permit or conduct any mining, excavation, construction or blasting within said easement and right-of-way. 4. Except during the construction or maintenance of buildings, foundations and other improvements to be constructed, used and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by the Grantee that explicitly reference the aforesaid permanent easement, it will not engage in any conduct, directly or indirectly, that blocks, obstructs, or interferes with the ingress and egress rights of Grantee, its successors, assigns, employees and agents. 5. It will place the following provision in all conveyances of the property or portions thereof covered by this easement, or any rights therein: “Subject to a water and sanitary sewer easement and right-of way to convey rights to the Town of Dryden to clear, trench, lay, construct, maintain, operate, repair and at its pleasure, remove, water and sanitary sewer collection lines, mains, force mains, and other ancillary infrastructure for the use, operation and maintenance of potable water and sanitary sewer systems in, on and beneath the below-described parcels of land, together with the rights of free ingress and egress in, over, across, upon, and under the below-described parcel of land, and including the right to trim and/or remove trees, shrubs and other obstructions, all of which rights are (1) set forth in said permanent easement and right-of-way granted to the Town on [date] and recorded in the Tompkins County Clerk’s Office on [date] as Instrument No. _________, the terms, obligations and conditions of which are expressly incorporated herein, and (2) assignable by the said Town to any successor or assign, or to any improvement district(s) now existing or hereafter to be formed.” GRANTEE COVENANTS AND AGREES: 1. Original construction of the work permitted by this easement (the “Project”) shall be done substantially in accordance with the Survey, and the Town of Dryden Varna Water and Sewer Improvements, Schedule C, Demolition Map,” dated September 6, 2023, prepared by T.G. Miller P.C., Engineers and Surveyors. Grantor shall have the right to approve any substantive 4 changes reflected in final Project plans for work being performed on the Premises, which approval shall not be unreasonably withheld or delayed. 2. Grantee shall give Grantor advance reasonable notice of the intended times when work is to be performed within the Easement Area and shall coordinate with Grantor in the performance of such work. In the event work is required on an emergency basis, the Town will provide notice as soon as reasonably practicable after commencement of such emergency work. One of the two driveways that provide access to the McGowan Farm Barn at 791 Dryden Road will remain accessible and open at all times during any work performed in the Easement Area. 3. Grantee will at all times, at Grantee’s expense, when it enters the Premises for any purpose related to the permanent easement granted by this instrument, leave the Premises in a neat and presentable condition, returning the Premises as nearly as practicable to its condition before such entry, including grading, reseeding, and repaving as applicable, as well as replacing any trees or fencing removed or damaged, subject to any changes in the Premises permitted by the exercise of the rights granted by this easement. 4. Grantee shall be responsible for maintaining asphalt cut repairs for a period of two years after repavement to account for potential future settlement. 5. Grantee shall not allow any claim, lien or other encumbrance arising from its use of the easement area to accrue against or attach to the easement premises or any other portion of Grantor’s property, but if any lien or notice of lien is so filed, the responsible party shall promptly bond and discharge any lien or notice of lien that may be so filed. Grantor shall send to Grantee timely written notice of any lien so filed of which Grantor itself has notice, and Grantee shall send to Grantor timely written notice of any lien so filed of which Grantee itself has notice. 6. Grantee has evaluated title to the Premises without reliance on any representation or warranty of title from Grantor. 7. This easement shall be recorded by Grantee at its own expense in the real estate records of the Tompkins County Clerk. 8. Grantee, by accepting this easement, agrees it shall indemnify Grantor, Grantor’s trustees, officers, employees, agents, successors and assigns (collectively, the “Indemnified Parties”), and hold them harmless from any claims, demands, actions, suits, liabilities, losses, injuries, costs, or judgments (collectively, “Claims”) that arise out of or result from (in whole or in part) the use of the Premises or the exercise of Grantee’s rights hereunder by Grantee, its employees, contractors, agents, or invitees, including (without limitation) reasonable investigatory and legal costs. Notwithstanding the foregoing, to the extent the Indemnified Parties are negligent or act with willful misconduct, Grantee’s duty to indemnify them shall not extend to the proportion of loss attributable to the Indemnified Parties’ negligence or willful misconduct. AND THE PARTIES FURTHER AGREE: 5 1. Grantee and its successors and assigns are hereby expressly granted the right to assign this easement, or any part thereof, or interest therein, without any prior consent and without prejudice or recourse. 2. The easements and related rights-of-way (except for those areas marked on the Survey as construction or temporary easements) shall at all times be deemed to be and shall run with the land, be permanent and perpetual, and inure to and be binding upon the successors, heirs, legal representatives and assigns of the parties named in this easement. 3. The parties acknowledge the existence of 8” water and sanitary sewer mains within or adjacent to the Easement Area. These mains are the property of Grantee and are not known to be subject to any easement agreement, and are marked on the survey as being abandoned in place. Grantee shall have the same maintenance obligations regarding such mains as if they were subject to this easement, and shall be responsible for any required environmental remediation associated with any water main, sewer main, or other ancillary infrastructure marked on the Survey as being abandoned in place on the Premises, unless and until such main or infrastructure is removed. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives on the day and year following each signature. CORNELL UNIVERSITY TOWN OF DRYDEN By:_____________________ By: _____________________ Jeremy E. Thomas Jason Leifer Sr. Director, Real Estate Town Supervisor Date: _____________________ Date: _____________________ State of New York ) County of Tompkins ) ss.: On the ______ day of _______________ in the year 2024 before me, the undersigned, personally appeared Jeremy E. Thomas, 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 6 State of New York ) County of Tompkins ) ss.: On the ______ day of ______________ in the year 2024 before me, the undersigned, personally appeared Jason Leifer, 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 CERTIFICATE OF AGENCY AND AUTHORITY The undersigned, being the duly authorized agent of Cornell University, an education corporation chartered by the State of New York and having offices at Day Hall, Ithaca, New York 14853 (“CORNELL”), certifies to the Town of Dryden, a municipal corporation under the laws of the State of New York having offices at 93 East Main Street, Dryden NY 13053, acting for itself and on behalf of the Dryden Consolidated Water Benefit District SW8 and the Dryden Consolidated Sewer Benefit District SS8, and such additional water and sewer districts as may be formed within the Town of Dryden (the “Town”), as follows: 1. I have been duly authorized by Cornell to execute that certain Permanent Water and Sanitary Sewer Lines Easement and Right of Way (the “Easement”) that grants an easement in favor of the Town over the property identified as Tax Parcel numbers 64.-1-1, 64.-1-2.1, 64.-1-2.2, 65.-1-5.5, and 65.-1-4.1, all located along New York State Route 366 in the Town of Ithaca, Tompkins County, New York, and Tax Parcel numbers 53.-1-9.2, 56.-2-2.2, 56.-5-1, and 56.-5-33, all located along New York State Route 366 in the Town of Dryden, Tompkins County, New York (the “Property”), as more specifically set forth therein, as made on or around the date of my signature to this Certificate of Agency and Authority. 2. The execution of all those documents necessary to effectuate the Easement is deemed to be in the name of and on behalf of Cornell. Such execution further does not violate any restriction, prohibition or obligation contained within the Property’s chain of title, and/or consents and releases by those parties with rights to the Property have been obtained and provided to the Town. IN WITNESS WHEREOF, the undersigned has executed this Certificate this _______ day of ________________________, 2024. CORNELL UNIVERSITY By: _______________________ Jeremy E. Thomas, Sr. Director, Real Estate STATE OF NEW YORK ) COUNTY OF TOMPKINS ) SS.: On the _____ day of ___________________, 2024 before me, the undersigned, a Notary Public in and for said State, personally appeared James W. Ray, Jr., 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 Exhibit A ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Ithaca, County of Tompkins and State of New York, being part of Tax Parcel numbers 53.1-1-1, 53.1-1-2, 53.1-1-3, 53.1-1-4, 53.1-1-5, 53.1-1-6, 53.1-1-7, and 53.1-1-16, all as more particularly bounded and described as follows: BEGINNING at the intersection of the northerly line of New York State Route 366 and the centerline of Freese Road; proceeding thence northeasterly along the northerly boundary of New York State Route 366 as of October 10, 2023 to a point at the boundary of lands owned by Cornell University (Book ____ Page ____), known as Tax Map No. 53.-1-9.2 in 2023; proceeding thence north westerly along the westerly boundary of said lands owned by Cornell University for a distance of 10+/- feet to point; thence proceeding south westerly along a line parallel to the northerly boundary of said of New York State Route 366 to a point in the centerline of Freese Road; thence south easterly 10+/- feet to the point or place of beginning. Also including ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Ithaca, County of Tompkins and State of New York, being part of Tax Parcel numbers 53.1-1-1, 53.1-1- 15 53.1-1-16, 53.-1-3.7, and 53.-1-3.2 all as more particularly bounded and described as follows: BEGINNING at the intersection of the northwesterly boundary of New York State Route 366 with the centerline of Freese Road; proceeding thence easterly along the northerly boundary of said New York State Route 366 for a distance of 40 feet to a point; proceeding then northwesterly along a line parallel to the centerline of Freese Road to a point at the boundary of lands owned by Weinstein/Stark (Book ____ Page ____), known as Tax Map No. 53.1-3.5 in 2023; proceeding thence southwesterly along said boundary line a distance of 40+/- feet to the centerline of Freese Road; proceeding thence northeasterly along the centerline of Freese Road to the point or place of beginning. Together with a temporary construction easement over portions of Tax Parcel number 53.1-1-7, and 53.1-1-16 as shown on and identified on the Survey as a “Temporary Construction Easement for Boring Advancement Pit”, which temporary easement shall terminate on Grantee’s notification to Grantor of successful revegetation of the temporary construction easement area. Said parcels of land are shown more particularly on a map entitled “Town of Dryden Varna Water and Sewer Easements Dryden Road” dated October 10, 2023, prepared by T.G. Miller, P.C., Donald Martin Harner NYSLPE No. 096947 attached hereto and incorporated herein by reference. PERMANENT STORM, WATER AND SANITARY SEWER LINES EASEMENT AND RIGHT-OF-WAY THIS INDENTURE is made this _____ day of 2024, by and between the Town of Dryden, a municipal corporation under the laws of the State of New York having offices at 93 East Main Street, Dryden, NY 13053, acting on behalf of itself and all water and sewer district currently formed or as may be formed within the Town of Dryden (collectively, the “Grantee”), and VTT, LLC, a limited liability company under the laws of the State of New York and having offices at 41 Oak Brook Drive, Ithaca, NY 14850 (the “Grantor”). Grantor is the owner of certain parcels of land identified as Tax Parcel numbers 53.1-1-1, 53.1-1-2, 53.1-1-3, 53.1-1-4, 53.1-1-5, 53.1-1-6, 53.1-1-7, 53.1-1-15, 53.1-1-16, 53.-1-3.2 and 53.- 1-3.7, all located along New York State Route 366 in the Town of Dryden, Tompkins County, New York, (the “Premises”). NOW WITNESSETH, that Grantor, in consideration of One Dollar and other good and valuable consideration paid by Grantee, the receipt and sufficiency of which are hereby acknowledged by Grantor and Grantee, grants to Grantee permanent easements and rights of way to clear, trench, lay, construct, maintain, operate, repair and at its pleasure, remove, storm, water and sanitary sewer collection lines, mains, force mains, and other ancillary infrastructure, for the use, operation and maintenance of storm, potable water and sanitary sewer systems in, on and beneath the below-described parcels of land, together with the rights of free ingress and egress in, over, across, upon, and under the below-described parcel of land, and including the right to trim and/or remove trees, shrubs and other obstructions as necessary to exercise the foregoing rights except as otherwise expressly limited herein, upon that portion of the Premises as more particularly bounded and described as follows (altogether, the “Easement Area”): ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Ithaca, County of Tompkins and State of New York, being part of Tax Parcel numbers 53.1-1-1, 53.1-1-2, 53.1-1-3, 53.1-1-4, 53.1-1-5, 53.1-1-6, 53.1-1-7, and 53.1-1-16, all as more particularly bounded and described as follows: BEGINNING at the intersection of the northerly line of New York State Route 366 and the centerline of Freese Road; proceeding thence northeasterly along the northerly boundary of New York State Route 366 as of October 10, 2023 to a point at the boundary of lands owned by Cornell University (Book ____ Page ____), known as Tax Map No. 53.-1-9.2 in 2023; proceeding thence north westerly along the westerly boundary of said lands owned by Cornell University for a distance of 10+/- feet to point; thence proceeding south westerly along a line parallel to the northerly boundary of said New York State Route 366 to a point in the centerline of Freese Road; thence south easterly 10+/- feet to the point or place of beginning. Also including ALL THAT TRACT OR PARCEL OF LAND, situate in the Town of Ithaca, County of Tompkins and State of New York, being part of Tax Parcel numbers 53.1-1-1, 53.1-1-15 53.1-1-16, 53.-1-3.7, and 53.-1-3.2 all as more particularly bounded and described as follows: 2 BEGINNING at the intersection of the northwesterly boundary of New York State Route 366 with the centerline of Freese Road; proceeding thence easterly along the northerly boundary of said New York State Route 366 for a distance of 40 feet to a point; proceeding then northwesterly along a line parallel to the centerline of Freese Road to a point at the boundary of lands owned by Weinstein/Stark (Book ____ Page ____), known as Tax Map No. 53.1-3.5 in 2023; proceeding thence southwesterly along said boundary line a distance of 40+/- feet to the centerline of Freese Road; proceeding thence southeasterly along the centerline of Freese Road to the point or place of beginning. Together with a temporary construction easement over portions of Tax Parcel number 53.1- 1-7, and 53.1-1-16 as shown on and identified on the Survey as a “Temporary Construction Easement for Boring Advancement Pit”, which temporary easement shall terminate on Grantee’s notification to Grantor of successful revegetation of the temporary construction easement area. Said parcels of land are shown more particularly on a map entitled “Town of Dryden Varna Water and Sewer Easements Dryden Road” dated October 10, 2023, prepared by T.G. Miller, P.C., Donald Martin Harner NYSLPE No. 096947 attached hereto and incorporated herein by reference. RESERVING unto Grantor all rights accruing from Grantor’s ownership of fee title to the Premises, except to any extent that exercise of such rights and Grantor’s use of such property conflict with the terms of this easement. Without limiting the foregoing, Grantor expressly reserves: (1) the right to use and install improvements (except buildings with foundations) on, in and under the surface and subsurface of the Easement Area, to cross and re-cross the Easement Area, and to grant future easements in the Easement Area, provided that any construction of improvements within, or any other use of, the Easement Area by Grantor shall not interfere with, obstruct, or affect any rights of the Town under or with respect to this Easement, cause injury or damage to the Town’s infrastructure, or otherwise affect such infrastructure’s physical integrity or function; and (2) the right to relocate said easement and right of way and the facilities located thereon, in whole or in part, at Grantor’s sole expense, in accordance with plans and specifications approved by Grantee. In considering approval, Grantee may consider the effects of the proposed changes on the water and sanitary sewer system’s operation and costs. AND FURTHER, all equipment, materials, infrastructure, and other property belonging to Grantee, its agents or contractors, stored or located on the Premises, including the water and sanitary sewer mains, laterals, collectors, lines and pipes, and other and related appurtenances and devices, shall remain the property of and shall be under the control and supervision of Grantee, and which Grantee shall repair and maintain at its own cost and expense. GRANTOR COVENANTS AND AGREES: 1. No building or structures (except for roads, buildings and other structures to be constructed, used and maintained on or beneath the surface of the Premises in accordance with 3 permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement) shall be constructed or placed within the aforesaid permanent easement and right-of- way which will in any way interfere with complete access by Grantee, its successors, assigns, employees and agents to excavate, install, lay, construct, operate, make observations of, inspect, maintain, alter, improve, repair, remove, replace or change the size of any water or sanitary sewer mains, laterals, collectors, lines and pipes, and other and related appurtenances and devices. 2. Except for trees or other plants presently installed or to be installed and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement, no trees or other plants will be planted or cultivated that may interfere with the said easement and right-of-way. 3. Except to the extent necessary for the construction, use and maintenance of buildings and other improvements on the Premises in accordance with permits and/or approvals issued by Grantee that explicitly reference the aforesaid permanent easement, it will not permit or conduct any mining, excavation, construction or blasting within said easement and right-of-way. 4. Except during the construction or maintenance of buildings, foundations and other improvements to be constructed, used and maintained on or beneath the surface of the Premises in accordance with permits and/or approvals issued by the Grantee that explicitly reference the aforesaid permanent easement, it will not engage in any conduct, directly or indirectly, that blocks, obstructs, or interferes with the ingress and egress rights of Grantee, its successors, assigns, employees and agents. 5. It will place the following provision in all conveyances of the property or portions thereof covered by this easement, or any rights therein: “Subject to a water and sanitary sewer easement and right-of way to convey rights to the Town of Dryden to clear, trench, lay, construct, maintain, operate, repair and at its pleasure, remove, water and sanitary sewer collection lines, mains, force mains, and other ancillary infrastructure for the use, operation and maintenance of potable water and sanitary sewer systems in, on and beneath the below-described parcels of land, together with the rights of free ingress and egress in, over, across, upon, and under the below-described parcel of land, and including the right to trim and/or remove trees, shrubs and other obstructions, all of which rights are (1) set forth in said permanent easement and right-of-way granted to the Town on [date] and recorded in the Tompkins County Clerk’s Office on [date] as Instrument No. _________, the terms, obligations and conditions of which are expressly incorporated herein, and (2) assignable by the said Town to any successor or assign, or to any improvement district(s) now existing or hereafter to be formed.” GRANTEE COVENANTS AND AGREES: 4 1. Grantee shall give Grantor advance reasonable notice of the intended times when work is to be performed within the Easement Area and shall coordinate with Grantor in the performance of such work. In the event work is required on an emergency basis, the Town will provide notice as soon as reasonably practicable after commencement of such emergency work. 2. Grantee will at all times, at Grantee’s expense, when it enters the Premises for any purpose related to the permanent easement granted by this instrument, leave the Premises in a neat and presentable condition, returning the Premises as nearly as practicable to its condition before such entry, including grading, reseeding, and repaving as applicable, as well as replacing any trees with the same or similar species of tree, of a size not less than one and a half inch caliber measured at diameter breast height, and also replacing any or fencing removed or damaged, subject to any changes in the Premises permitted by the exercise of the rights granted by this easement. 3. Grantee shall be responsible for maintaining asphalt cut repairs for a period of two years after repavement to account for potential future settlement. 4. Grantee shall not allow any claim, lien or other encumbrance arising from its use of the easement area to accrue against or attach to the easement premises or any other portion of Grantor’s property, but if any lien or notice of lien is so filed, the responsible party shall promptly bond and discharge any lien or notice of lien that may be so filed. Grantor shall send to Grantee timely written notice of any lien so filed of which Grantor itself has notice, and Grantee shall send to Grantor timely written notice of any lien so filed of which Grantee itself has notice. 5. Grantee has evaluated title to the Premises without reliance on any representation or warranty of title from Grantor. 6. This easement shall be recorded by Grantee at its own expense in the real estate records of the Tompkins County Clerk. 7. Grantee, by accepting this easement, agrees it shall indemnify Grantor, Grantor’s trustees, officers, employees, agents, successors and assigns (collectively, the “Indemnified Parties”), and hold them harmless from any claims, demands, actions, suits, liabilities, losses, injuries, costs, or judgments (collectively, “Claims”) that arise out of or result from (in whole or in part) the use of the Premises or the exercise of Grantee’s rights hereunder by Grantee, its employees, contractors, agents, or invitees, including (without limitation) reasonable investigatory and legal costs. Notwithstanding the foregoing, to the extent the Indemnified Parties are negligent or act with willful misconduct, Grantee’s duty to indemnify them shall not extend to the proportion of loss attributable to the Indemnified Parties’ negligence or willful misconduct. AND THE PARTIES FURTHER AGREE: 1. Grantee and its successors and assigns are hereby expressly granted the right to assign this easement, or any part thereof, or interest therein, without any prior consent and without prejudice or recourse. 5 2. The easements and related rights-of-way (except for those areas marked on the Survey as construction or temporary easements) shall at all times be deemed to be and shall run with the land, be permanent and perpetual, and inure to and be binding upon the successors, heirs, legal representatives and assigns of the parties named in this easement. 3. The parties acknowledge the existence of 8” water and sanitary sewer mains within or adjacent to the Easement Area. These mains are the property of Grantee and are not known to be subject to any easement agreement, and are marked on the survey as being abandoned in place. Grantee shall have the same maintenance obligations regarding such mains as if they were subject to this easement, and shall be responsible for any required environmental remediation associated with any water main, sewer main, or other ancillary infrastructure marked on the Survey as being abandoned in place on the Premises, unless and until such main or infrastructure is removed. (Signature page follows) 6 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives on the day and year following each signature. VTT, LLC. TOWN OF DRYDEN By:_____________________ By: _____________________ Jason Leifer, Town Supervisor Date: _____________________ Date: _____________________ State of New York ) County of Tompkins ) ss.: On the ______ day of _______________ in the year 2024 before me, the undersigned, personally appeared __________________ 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 Tompkins ) ss.: On the ______ day of ______________ in the year 2024 before me, the undersigned, personally appeared Jason Leifer, 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 CERTIFICATE OF AGENCY AND AUTHORITY The undersigned, being the duly authorized agent of VTT, LLC, a corporation under the laws of the State of New York and having offices at 41 Oak Brook Drive, Ithaca NY 14850 (“VTT”), certifies to the Town of Dryden, a municipal corporation under the laws of the State of New York having offices at 93 East Main Street, Dryden NY 13053, acting for itself and on behalf all water and sewer districts currently formed or as may be formed within the Town of Dryden (the “Town”), as follows: 1. I have been duly authorized pursuant to the operating agreement of VTT and/or by action of its Members to execute that certain Permanent Storm, Water and Sanitary Sewer Lines Easement and Right of Way (the “Easement”) that grants an easement in favor of the Town over the property identified as Tax Parcel numbers 53.1-1-1, 53.1-1-2, 53.1-1-3, 53.1-1-4, 53.1-1-5, 53.1-1-6, 53.1-1-7, 53.1-1-15 and 53.1-1-16, all located along New York State Route 366 in the Town of Dryden, Tompkins County, New York (collectively, the “Property”), as more specifically set forth therein, as made on or around the date of my signature to this Certificate of Agency and Authority. 2. The execution of all those documents necessary to effectuate the Easement is deemed to be in the name of and on behalf of VTT. Such execution further does not violate any restriction, prohibition or obligation contained within the Property’s chain of title, and/or consents and releases by those parties with rights to the Property have been obtained and provided to the Town. IN WITNESS WHEREOF, the undersigned has executed this Certificate this _______ day of ________________________, 2024. VTT, LLC. By: _______________________ Nickolas Bellasario STATE OF NEW YORK ) COUNTY OF TOMPKINS ) SS.: On the _____ day of ___________________, 2024 before me, the undersigned, a Notary Public in and for said State, personally appeared Nickolas Bellasario, 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