HomeMy WebLinkAboutL 13040 P 996 I I I I I l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l
I I I I I I I I I I I I I I I
SUFFOLK COUNTY CLERK
RECORDS OFFICE
RECORDING PAGE
Type of Instrument: EASEMENT Recorded: 12/19/2019
Number of Pages : 31 At: 03 : 32 :24 PM
Receipt Number : 19-0237972
TRANSFER TAX NUMBER: 19-15097 LIBER: D00013040
PAGE : 996
District: Section: Block: Lot:
1000 035 . 00 02 . 00 017 . 001
EXAMINED AND CHARGED AS FOLLOWS '
Deed Amount: $1 ,293,750 . 00
Received the Following Fees For Above Instrument
Exempt Exempt
Page/Filing $155 . 00 NO Handling $20 . 00 NO
COE $5 . 00 NO NYS SRCHG $15. 00NO
TP-584 $5 . 00 NO Notation $0 . 00 NO
Cert.Copies $0 .00 NO RPT $400.00 NO
Transfer tax $0.00 NO Comm.Pres $0 . 00 NO
Fees Paid $600 . 00
TRANSFER TAX NUMBER: 19-15097
THIS PAGE IS A PART OF THE INSTRUMENT
THIS IS NOT A BILL
JUDITH A. PASCALE
County Clerk, Suffolk County '+�
RECORDED
Number of pages 2019 Dec 19 03:32:24 PM
JUDITH, G. PASCALE
CLERK OF
This document will be public SUFFOLK COONTY
record.Please remove all L D00013040
F' 9'36
Social Security Numbers DT# 19-15097
prior to recording.
Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps
3 1 FEES
Page/Filing Fee Mortgage Amt.
1.Basic Tax
20. 00 2. Additional Tax
otion
SubTotaI
Spec./Assit.
or
EA-52 17 ) Sub Total Spec./Add.
EA-5 7(State TOT.MTG.TAX
+�, !! Dual Town Dual County
R.P...A. LM ��, Held for Appointment
Comm. 5. 00 �. Transfer Tax
Affidavit • Ko a�' Mansion Tax
The property covered by this mortgage is
Certified Copy or will be improved by a one or two
NYS Surcharge 15. 00 family dwelling only.
Sub Total YES or NO
Other
Grand Total C If H,0, see appropriate tax clause on
( S page# of thi t en .
II�
4 Dist. /I ,1 5 Community Preservation Fuhd
19040427 eF[rz if-e(3
Real Propertm p T S Consideration Amount
Tax Service R LPA A CPF Tax Due $
Agency 17-DEC-1
Verification
i Improved
6 Satisfactions/Discharges/Releases List Property Owners Mailing Address
RECORD&RETURN TO: Vacant Lapd
J"' �� TD
f0O• L��X ll7p \ TD
TD
Mail to: Judith A. Pascale, Suffolk County Clerk 7 Title Company Information
310 Center Drive, Riverhead, NY 11901 Co.Name tea'--" Q 'L14
www.suffo(kcountyny.gov/clerk Title# 'NOV" VI-00
8 Suffolk County Recording & Endorsement Page
This page forms part of the attached C�NSerV�+Ti'o.y )C4Seme/v-r made
by: (SPECIFY TYPE OF INSTRUMENT)
�n/'& ds, EA d Col!'ard' Ia,✓7r The premises herein is situated in
SUFFOLK COUNTY,NEW YORK. nn
TO In the TOWN of
TwAJ D� �cxo l rQ In the VILLAGE /1
or HAMLET of [�reQNAor t
BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING.
over
1
p T S
Doc ID: 19040427 R LPA A
17-DEC-19
Tax Maps
District Secton Block Lot School District Sub Division Name
1000 03500 0200 012000
1000 03500 0200 017001 GREENPORT
1..........L...� 47 nn4f
r
DEED OF CONSERVATION EASEMENT
Between
ISLAND'S END GOLF AND COUNTRY CLUB, INC.
And
THE TOWN OF SOUTHOLD
THIS DEED OF CONSERVATION EASEMENT made by and between ISLAND'S
END GOLF AND COUNTRY CLUB, INC., located at 5243 and 4675 Rte. 25 Greenport,New
York, hereinafter referred to as "Grantor", and TOWN OF SOUTHOLD, a municipal
corporation with offices at 54375 Main Road, Southold, NY 11971, hereinafter referred to as
"Grantee".
WITNESSETH:
WHEREAS, Grantor is the owner in fee simple of certain real property located at 4675
and 5243 Route 25, Town of Southold, County of Suffolk 1000, Section 35, Block 2, Lot 12 and
Lot 17.1 hereinafter referred to collectively as "Premises" consisting of approximately 32.86
acres and more particularly bounded and described in Schedule "A", attached hereto and
incorporated herein by reference; and
WHEREAS, the Premises shall be governed by the terms of this Conservation Easement;
and
WHEREAS, Grantor has identified and designated two areas on the Premises which is
the subject of this Easement, more fully described and defined herein as the "Protected Area"
and the "Development Area" respectively; and
WHEREAS, Grantor wishes to grant and transfer to Grantee, in perpetuity, pursuant to
the provisions of Section 170(h) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder (the "Code") and Article 49, Title 3, of the Environmental Conservation
Law of the State of New York (the "Conservation Law"), certain development rights on a
portion of the Premises, approximately 30.03 acres herein referred to collectively as the
"Protected Area" more particularly bounded and described in "Schedule B" attached hereto and
incorporated herein by reference (the "Protected Area"), due to its open, scenic, and recreational
value and significance; and
WHEREAS, Grantor wishes to retain certain development rights on what is referred to
as "Development Areas" on the Premises consisting of approximately 2.4 acres and more
particularly bounded and described in "Schedule C" and wishes to exclude the area marked
"parking easement area" located on the parcel identified as SCTM41000-35-2-17.1 and
consisting of.43 acres, from this Easement, said area more particularly bounded and described in
"Schedule D"; and
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WHEREAS, the Premises has significant open, natural, scenic, and recreational values (the
"Conservation Values") of great importance to Grantor, to Grantee, to the people of the Town of
Southold, to the people of the County of Suffolk, and to the State of New York; and
WHEREAS, Grantee is a municipal corporation incorporated under the laws of the State
of New York, and one of the purposes of said Grantee is to promote conservation of land for
recreational opportunities; and
WHEREAS, Grantee has the commitment and resources to enforce, and will enforce, the
provisions of this Easement; and
WHEREAS, accordingly, Grantee is a "qualified organization" under Section 170(h)(3)
of the Code; and
WHEREAS, New York State has recognized the importance of efforts to preserve land in
a scenic, natural and open condition through conservation easements by enactment of the
Environmental Conservation Law, Section 49-0301 et seg; and
WHEREAS, protection of the Premises will accomplish a number of the factors
determining "significant public benefit" under Treas. Reg. Section 1.1 70A-14(d)(4)(iv); and
WHEREAS, perpetual protection of the Conservation Values, including conservation of
the Premises in perpetuity for public outdoor recreational purposes, will yield a significant public
benefit by promoting recreational enjoyment and opportunities for residents of Southold and for
others; and
WHEREAS, Grantor and Grantee recognize the public recreational value and character of
the Premises and have the common purpose of conserving the Conservation Values of the
Premises by the conveyance to the Grantee of this Easement on, over and across the Premises
which conservation and protection will not only conserve the use of the Premises for recreational
purposes, but will also provide affordable recreational opportunities for the residents of the Town
of Southold and others in the area and prohibit the development of the Premises for any other
purpose but recreational use, except as provided in this Easement, in perpetuity; and
WHEREAS, Grantor and Grantee acknowledge that the Premises, together with the
adjacent two parcels currently identified as SC'I`M#1000-35-2-1 and #1000-35-2-11, as further
illustrated on Exhibit &, attached hereto and incorporated herein by this reference, comprise the
operating golf course and that the owners of such adjacent parcels are entering into a similar
easement with the Grantee concurrent with this Easement, to be recorded simultaneously
herewith, in the land records of the Clerk of the County of Suffolk, State of New York, in order
to preserve the existing golf course use pursuant to clearly delineated government conservation
policy, for the scenic enjoyment of the general public, for public outdoor recreation; and
WHEREAS, protection of the Premises through this Easement will provide substantial
and regular public outdoor recreational opportunities for the general public, and accordingly this
Easement meets the requirements of Section 170(h)(4)(A)(i) of the Code; and
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WHEREAS, this Deed of Conservation Easement permits Grantor, with the approval of
Grantee and at the discretion of Grantee, to cease the recreation use and commence an
agricultural use of the Protected Area and the Development Area; and
WHEREAS, should Grantor elect to convert the use of the Protected Area from
recreational to agricultural use, the provisions of Sections 4.6, 4.7, 4.8 and 4.9 are rights granted
herein to Grantor for use of the Protected Area for agricultural purposes, and in all other respects
the rights, restrictions, and limitations in this Deed of Conservation Easement shall be in effect in
their entirety; and
WHEREAS, the Premises is located in the R-80 Zoning District of the Town of Southold;
and
WHEREAS, the Premises contains soils classified as Prime Farmland and Farmland of
Statewide Importance worthy of conservation as identified by the United States Department of
Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and
WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the
Town's Master Plan of 1973, amended in 1986 and 1989 as adopted by the Town Board, Town
of Southold, and §272-a of the New York State Town Law ("Town Law") to protect
environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open
space character of the Town and to protect the Town's resort and agricultural economy; and
WHEREAS, the Protected Area in its scenic and agricultural condition has substantial
and significant value as an aesthetic and agricultural resource since it has not been subject to any
substantial development; and
WHEREAS the funds to preserve these premises were obtained through the Peconic Bay
Region Preservation Act which was signed into law by Governor George Pataki on June 22,
1998 and subsequently updated and approved by public referendum by the residents of Southold
Town in 2003, and most recently in July 2016; and
WHEREAS the premises are specifically identified in the Community Preservation Plan
as eligible parcels; and
WHEREAS the existing legislation and purpose of the Community Preservation Fund
specifically states that the preservation of the community character will contain one or more of
the following: Establishment of parks, nature preserves, recreational areas, and the preservation
of open space, among other conservation values; and
WHEREAS, protection of the Premises will accomplish a number of the factors
determining "significant public benefit" under Treas. Reg. Section 1.1 70A-14(d)(4)(iv); and
WHEREAS, accordingly, protection of the Premises is for the scenic enjoyment of the
general public and will yield a significant public benefit, and therefore this Easement meets the
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requirements of Section 170(h)(4)(A)(111)(I)of the Code; and
WHEREAS, accordingly, protection of the Premises is pursuant to clearly delineated
federal, state, and local governmental conservation policies and will yield a significant public
benefit, and therefore this Easement meets the requirements of Section 170(h)(4)(a)(iii)(Il) of the
Code; and
WHEREAS, perpetual protection of the Conservation Values, including conservation of
the Premises in perpetuity for public outdoor recreational or other open space purposes, will
yield a significant public benefit by promoting recreational enjoyment and opportunities for
residents of Southold and for others; and
WHEREAS, Grantor and Grantee recognize the value and special character of the region
in which the Premises is located, and Grantor and Grantee have, in common, the purpose and
objective of protecting and conserving the present state and inherent, tangible and intangible
values of the Premises as an environmental, natural, scenic, agricultural, and aesthetic resource;
and
WHEREAS, the Conservation Values are further documented in the Baseline
Documentation Report (the "Baseline Documentation"), a copy of which is on file at the offices
of Grantor and Grantee, and Grantor and Grantee have therein acknowledged and hereby
acknowledge said Baseline Documentation memorializes the condition of the Premises as of the
effective date of this grant; and
WHEREAS, Grantor intends, as owner of the Premises, hereby to convey to Grantee the
right to preserve and protect the Conservation Values in perpetuity and represents that the
Premises is free and clear of all encumbrances except for rights-of-way, easements, and
reservations of record as of the effective date of this grant; and
WHEREAS, Grantor warrants and represents that Grantor has the authority to enter into
this Easement and that Grantor freely and voluntarily conveys this Easement to Grantee; and
WHEREAS, Grantor has agreed to accept consideration for this Easement which
consideration is significantly below the fair market value of the Easement, as determined by a
qualified appraisal, and both Grantor and Grantee acknowledge that the granting of this
Easement constitutes a "bargain sale" Grantee pursuant to the provisions of Section 1011(b) of
the Code; and
WHEREAS, Grantor and Grantee recognize the open space and scenic vista value of the
Premises and have the common purpose of maintaining said open space and scenic vista to the
maximum extent possible, limiting the area of structures and improvements supporting and
accessory to, the principal recreation use of a golf course in and on the Premises and reserving ,
potential development areas as shown as the "development area" in the survey map identified as
Schedule "C", annexed hereto and made a part hereof;
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WHEREAS, Grantor and Grantee recognize that the public recreational use may become
unsustainable such that both parties agree the Protected Area may be used as open space for
agricultural purposes as defined herein and for no other purpose;
NOW, THEREFORE, in consideration of the Grantor's receipt of Grantee's public
funding provided by the Southold Community Preservation Fund in the amount of One Million
Two Hundred Ninety Three Thousand Seven Hundred Fifty and 001100 (S 1,293,750.00) Dollars,
and other good and valuable consideration paid to the Grantor, the Grantor does hereby grant,
transfer, bargain, sell and convey to the Grantee a Conservation Easement, in gross, together
with the Right of First Refusal on the Premises, which shall be binding upon and shall restrict the
Premises, more particularly bounded and described on Schedule "A" annexed hereto and made a
part of this instrument.
TO HAVE AND TO HOLD said Easement, the rights and interests in connection
therewith and as hereinafter set forth, with respect to the Premises, unto the Grantee, its
successors and assigns forever, reserving, however, for the direct use and benefit of the Grantor,
its legal representatives, successors and assigns, the exclusive right of occupancy and of use of
said Premises, subject to the limitations, conditions, covenants, agreements, provisions and use
restrictions hereinafter set forth, which shall constitute and shall be servitudes in perpetuity upon
and with respect to said Premises.
The Grantor, for itself, and for and on behalf of its legal representatives, successors and
assigns, hereby covenants and agrees as follows:
ARTICLE ONE
THE EASEMENT
1.01 Purpose: It is the purpose of this Easement to ensure that the Protected Area will be
retained predominantly in its open and scenic condition in perpetuity for conservation purposes
and to prevent any use of the Protected Area that will significantly impair or interfere with the
Conservation Values. If for any reason the Protected Area is no longer used as a golf course
open to the public for a fee, the Protected Area may be used, at the discretion of Grantee, in
perpetuity, either (a) for public outdoor recreation, pursuant to the provisions set forth in Section
4.06 or(b) for agriculture purposes, as further described in Sections 4.06, 4.07, 4.08 and 4.09.
1.02 Type: This Deed of Development Rights conveys a Conservation Easement in perpetuity,
Pursuant to Section 170(h) of the Code and the Conservation Law. Easement shall consist of the
limitations, conditions, covenants, agreements, provisions and use restrictions recited in this
Indenture. Reference to this Easement or its "provisions" in this Deed shall include any and all
of those limitations, conditions, covenants, agreements, provisions and use restrictions.
1.03 Duration: The Grantee hereby accepts the foregoing grant of Easement and the parties
hereto each agree that the limitations, conditions, covenants, agreements, provisions and use
restrictions herein set forth shall, in all respects upon the recording of this instrument by the
parties hereto, be immediately binding upon the Grantor, and its successors and assigns, and
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S �
same shall benefit the Grantee its successors and assigns, and that the burdens of said Recreation
Easement are perpetual and shall run with the land.
1.04 Effect: The covenants, limitations, conditions, covenants, agreements, provisions and use
restrictions of this Easement shall run with the, Premises and shall protect the Conservation
Values of the Premises, in perpetuity as an incorporeal interest in the Premises, and shall bind
the successors and assigns of each of the parties respectively. This Easement shall extend to and
be binding upon Grantor, Grantor's agents, tenants, representatives, successors and assigns. Any
rights, obligations, and interests herein granted to Grantee shall also be deemed granted to each
of its agents, successors, and assigns and each such following successor and assign, and the word
"Grantee" when used herein shall include all of those persons or entities.
ARTICLE TWO
DEFINITIONS
2:01 Development Rights - shall mean the permanent legal interest and right to prohibit or
restrict the use of the Premises for uses other than those open space, recreational uses, or
agricultural uses set forth herein.
2.02 Structure — anything constructed or erected on or under the ground or upon another
structure or building, including berms, driveways, parking areas or walkways.
2.03 Lawn — shall mean an area of land on which grasses or other durable plants are grown and
maintained at a short height and principally used for aesthetic or other purposes. Land that is in
agricultural production, including land in a fallow or otherwise idled manner, is not considered
lawn.
2.04 Riding—Academy — shall mean a business use of a parcel for any of the following purposes:
the letting of horses for hire to individuals or groups whether supervised or unsupervised,
horseback riding instruction, or the holding of horse show or other equine events.
ARTICLE THREE
PROHIBITED ACTS
Unless otherwise permitted under Article Four hereof, from and after the effective date of
this Easement, the following acts, uses and practices shall be prohibited forever upon or within
the Premises:
3.01 Dumping: There shall be no dumping of ashes, trash, garbage or other unsightly or
offensive material, hazardous substance or toxic waste nor any placement of underground
storage tanks in, on or under the Premises; there shall be no changing of the topography through
the placing of soil or other substance or material such as land fill or dredging spoils, nor shall
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activities be conducted on the Premises which could cause erosion or siltation on the Protected
Area without prior written approval from Grantee.
3.02 Vehicles: There shall be no operation of snowmobiles, dune buggies, motorcycles, all-
terrain vehicles or other motorized recreational vehicles, except as usual and customary for the
use and enjoyment, maintenance, and operation of the Protected Area as permitted in this
Easement.
3.03Buildings and Structures. The construction or placement of buildings or structures of any
kind or nature (including, but not limited to, mobile homes), permanent or temporary, on, over or
under the Protected Area shall be prohibited, except as provided under Section 4.04 and 4.08
herein, for permitted recreation uses. Other structures and improvements, not now present on the
Protected Area and so identified in the Baseline Documentation, including, but not limited to
driveways, trails, fences and drainage structures as permitted in Section 4.04 and 4.08 hereof,
shall not be erected on, over, or under the Protected Area without the prior written consent of the
Grantee as may be required by the Code of the Town of Southold, which may be granted if the
structure or improvement is supportive of and subordinate to the protection of the Conservation
Values, and does not defeat or derogate from the purpose of this Easement or other applicable
law.
3.04 Excavation and Removal of Materials: The dredging, excavating, mining or filling of the
Protected Area shall be prohibited. There shall be no vegetative or tree clearing, except as is
necessary for recreation uses permitted by this Easement. Nothing herein shall preclude Grantor
from performing those activities that are usual and customary to golf course/driving range
construction and/or maintenance, or other presently existing or permitted uses on the Protected
Area or for purposes of erosion control and soil conservation, or any excavation or filling
necessary for the erection of permitted structures pursuant to Sections 4.04 and 4.08 herein.
3.05 Subdivision/Partial Lease: No subdivision or partitioning of the Premises shall be
permitted. The lease of any portion of the Protected Area for any purpose other than for uses
consistent with current recreational use shall not be permitted. Notwithstanding the foregoing,
Section 7.01 shall apply in the case of the sale of the Premises and Section 7.02 in the event of a
Lot Line Modification /Resubdivision.
3.06 Signs: The display of signs, billboards, or advertisements on the Protected Area shall be
prohibited, except signs whose placement, number, and design do not significantly diminish the
scenic character of the Protected Area and only for the following purposes: a) to state the name
of the Protected Area and the names and addresses of the occupants, b) to advertise the use for
which Grantor is permitted to utilize the Protected Area for, c) temporarily to advertise the
Protected Area or any portion thereof for sale or rent (subject to and in accordance with
applicable provisions of the Code of the Town of Southold), d) to post the Protected Area to
control unauthorized entry or use, and e) to announce the Grantee's easement. Grantee
acknowledges that currently existing and approved signage, billboards and advertisements on the
Protected Area, as identified in the Baseline Documentation, do not adversely impact the
Conservation Values.
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3.07 Utilities: The creation or placement of overhead or underground utility transmission lines,
utility poles, wires, pipes, wells or drainage and septic systems on the Protected Area shall be
prohibited, except as reasonable and necessary to support the permitted structures on the
Protected Area.
3.08 Amplified Sound: The use of amplifiers or other similar devices for sound shall be
permitted only to the extent noise levels do not exceed those allowed under applicable laws,
ordinances, rule and regulations.
3.09 Prohibited Uses: The use of the Protected Area for any permanent or temporary,
residential, commercial or industrial use shall be prohibited except for those uses presently
existing (and so identified in the Baseline Documentation) or permitted in this Easement.
Nothing shall preclude the use of the Protected Area for recreation uses as permitted by this
Easement or the conversion to agricultural uses as permitted in Sections 4.05 through 4.08
herein.
ARTICLE FOUR
GRANTOR'S RIGHTS
4.01 Ownership: Subject to the limitations in this Easement, Grantor shall retain all other
customary rights of ownership in the Premises, including but not limited to those particularly
described in this Article herein.
4.02 Possession: Grantor shall continue to have the right to exclusive use and possession of the
Premises
4.03 Use: Grantor shall have the right to use the Premises for public recreation uses and in any
manner and for any purpose consistent with and not prohibited by this Easement, as well as
applicable laws of the Town of Southold, County of Suffolk, State of New York and federal
government, and which would be consistent with the perpetual protection of the Conservation
Values and would not defeat or derogate from the purpose of this Recreation Easement,
4.04 Structures and Improvements for Recreational Purposes
A. Allowable Improvements on the Protected Area: Grantor shall have the right to
maintain, remodel, and expand as described below existing structures and improvements
on the Protected Area, as identified in the Baseline Documentation, and such other
structures and improvements, except any additional golf club houses, that are subordinate
to and supportive of the recreation uses permitted by this Easement, provided, in the case
of such other accessory structures,and improvements, Grantor has received the prior
written consent of the Grantee as same may be required by the Code of the Town of
Southold, which shall be granted if the structure or improvement does not defeat or
derogate from the purpose of this Easement and other applicable laws, including but not
limited to all dimensional requirements, set back requirements and parking requirements
of the Code of the Town of Southold. Structures and improvements are limited to:
(i) Golf club house, golf maintenance and storage structures;
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(ii) Golf cart paths, access drives to provide access to the improvements permitted
herein, parking areas, a foot trail for non-motorized vehicles for foot traffic only
for the sole use of the future owners, customers, tenants, occupants, assigns and
possessors of Protected Area; and
(iii) Golf safety nets, golf targets, fences and temporary signs used in conjunction with
customary golf course use such as tournaments or outings; and
(iv) Underground facilities normally used in connection with supplying utilities,
removing sanitary sewage effluent, and controlling storm water runoff from the
improvements permitted hereunder; and
(v) Outdoor lighting necessary and incidental to the recreation use. Such lighting
shall be "dark skies" compliant as set forth in the Code of the Town of Southold.
B. Replacement of Improvements- In the event of damage resulting from casualty loss
to an extent rendering repair of an existing improvements impractical, erection of a
structure of comparable size, bulk, use, and general design to the damaged structure shall
be permitted in kind and within the same location subject to the review and written
approval of Grantee.
4.05 Development Area: Grantor shall have the right to develop and utilize the Development
Area depicted in Schedule C as is permitted by the Town Code of the Town of Southold for the
zoning designation of the Premises. At no time shall all or part of the Development Area be
subdivided from its existing or future tax map parcels. The Development Area may not become
a single and separate parcel. Any existing and customary parking of vehicles outside of and/or
adjacent to the Development Area shall be permitted as long as the Protected Area is used for
golf course activities. Any change in use allowable under this Easement shall extinguish such
auxiliary use. Approval of the Grantee shall be required for any parking outside the
Development Area in such instance.
4.06 Alternate Use: Grantor and Grantee recognize that the public recreational use may
become unsustainable such that both parties agree the Protected Area may be used as open space
for agricultural purposes as defined herein and for no other purpose. If for any reason the
Premises is no longer used as a golf course open to the public for a fee, the Premises may be
used, pursuant to the provisions of Section 1.01 and at the discretion of Grantee, in perpetuity,
either (a) for public outdoor recreation, that requires the approval of the Town Board subsequent
to a public hearing provided such public outdoor recreation use does not defeat or derogate from
the purpose of this Easement, or (b) for agriculture purposes, as further described in Sections
4.07, 4.08 and 4.09.
A. Grantor shall provide Grantee no less than ninety (90) days notice of
Grantor's intent to convert the use of the Premises from recreational to agricultural or passive
public outdoor recreation;
B. Nothing herein shall prevent Grantor from ceasing agricultural use and
reverting to public golf course use provided said use is of the entirety of the Protected Area.
4.07 Permitted A ricultural Uses: Grantor shall have the right to engage in all types of
agricultural production as the term is presently referenced in §247 of the General Municipal Law
9
and/or defined respectively in Chapter 70 of the Town Code, now, or as they may be amended,
and including the production of crops, livestock and livestock products as defined in §301(2)(a)-
0) of the Agriculture and Markets Law, now, or as said §301(2)(a)-O) may be amended, provided
said amended provisions are inherently similar in nature to those crops, livestock and livestock
products included as of the date of this Easement. No future restriction in said laws and/or Code
or limitation in the definitions set forth in said laws and/or Code shall preclude a use that is
permitted under the current law and/or Code. Grantor may offer "U-Pick" operations and/or the
use of a corn maze to the general public, provided that such activities are conducted in
conjunction with seasonal harvests, do not interfere with agricultural production and are
otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or
other applicable laws. Hunting is permitted on the Protected Area provided it does not interfere
with agricultural production and is conducted in accordance with sound agricultural management
practices. Notwithstanding the definition of agricultural production in Chapter 70 of the Town
Code or any successor chapter, structures shall be prohibited except as set forth in Article Four
and as permitted by the Town Code now or in the future on agricultural lands protected by a
development rights easement or other instrument.
4.08 Structures and Improvements for Agricultural Purposes
A. Allowable Improvements. Grantor shall have the right to erect and maintain the
following improvements on the Protected Area, as may be permitted by the Town Code and
subject to review by the Town of Southold Land Preservation Committee, provided the
improvements are consistent with and do not derogate from or defeat the Purpose of this
Easement or other applicable laws:
(i). Underground facilities used to supply utilities solely for the use and
enjoyment of the Premises or adjoining properties subject to development
rights easement or other conservation instrument;
(ii). New construction, including drainage improvement structures, provided
such structures are necessary for, incidental and/or accessory to agricultural
production; '
(iii). Renovation, maintenance and repairs of any existing structures or structures
built or permitted pursuant to this Section 4.08, provided the primary
purpose of the structure remains agricultural.
(iv). Such signage advertising the agricultural activities as is permitted by the
provisions of the Southold Town Code,
B. Conditions. Any allowable improvements shall protect prime agricultural soils,
agricultural production, open space and scenic vistas, and otherwise be consistent with the
Purpose of this Easement.
C. Environmental Sensitivity During Construction. The use and location of any
improvement permitted hereunder shall be consistent with the purposes intended herein, and
10
construction of any such improvement shall minimize disturbances to the environment. Grantor
shall employ erosion and sediment control measures to mitigate any storm water runoff,
including but not limited to minimal removal of vegetation, minimal movement of earth and
minimal clearance of access routes for construction vehicles.
D. Replacement of Improvements. In the event of damage resulting from casualty loss
or wear and tear to an extent which renders repair of any existing improvements or
improvements built or permitted pursuant to this Section 4.08 impractical, erection of a structure
of comparable size, use, and general design to the damaged structure shall be permitted in kind
and within the same general location, subject to the review and written approval of Grantee,
pursuant to applicable provisions of the Town Code.
4.09_Agricultural Prohibited Uses: While the Protected Area is used for agricultural
purposes, the following shall be prohibited:
A. Residential, commercial or industrial uses, permanent or temporary, including
but not limited to a riding academy, shall be prohibited. The Protected Area shall not be utilized
or maintained as Lawn.
B. Excavation and Removal of Materials; mining. The excavating, regarding,
scraping, or filling of the Protected Area shall be prohibited without the written consent of the
Grantee, including but not limited to review by the Land Preservation Committee. Mineral
exploitation and extraction of any mineral, including but not limited to soil, gravel, sand and
hydrocarbons, by any method, surface or subsurface, is prohibited. The removal of topsoil, sand
or other materials from the Protected Area is prohibited, nor shall the topography of the Property
be changed, except in connection with usual and customary agricultural activities, all of which
shall require the prior written consent of Grantee, including but not limited to review by the Land
Preservation Committee.
C. Soil and Water. Any use or activity that cause or is likely to cause soil
degradation or erosion or pollution of any surface or subsurface water shall be prohibited. This
prohibition shall not be construed as extending to agricultural operations or practices (including
without limitation, the use of agrochemical such as fertilizers, pesticides, herbicides, and
fungicides) that in accordance with sound agricultural practices of the Nation Resources
Conservation Service ("NRCS").
D. Drainage. The use of the Protected Area for a leaching or sewage disposal
field shall be prohibited. The use of the Protected Area for a drainage basin or sump shall be
prohibited, except in accordance with sound agricultural management practices and in order to
control flooding or soil erosion on the Protected Area.
ARTICLE FIVE
GRANTOR'S OBLIGATIONS
5.01 Grantor's Warrant : Grantor warrants and represents to the Grantee that Grantor is the
owner of the Premises described in Schedule "A", free of any mortgages or liens and possesses
the right to grant the development rights to Grantee.
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5.02 `faxes and Assessments: The Grantor, for itself, its successors and assigns, agrees to pay
any real estate taxes and other assessments levied by competent authorities on the Premises and
to relieve the Grantee from any duty or responsibility to maintain the Premises. If the Grantor,
its successors or assigns, becomes delinquent in payment of said taxes and assessments, such that
a lien against the Premises occurs, the Grantee, upon twenty (20) days written notice to the
Grantor, at its option, shall have the right to pay and/or redeem the Premises from the tax sale by
paying funds to discharge said lien or delinquent taxes or assessments, or to take other actions as
may be necessary to protect the Grantee's interest in the Premises and to assure the continued
enforceability of this Easement and upon such payment of funds to purchase and acquire the
Grantor's or his successors' or assigns' interest in said Premises. This right shall not affect the
right of the Grantor, its successors or assigns, to redeem said property from any tax sale in
accordance with applicable statutes or to contest any taxes or assessments in good faith.
5.03 Annual Mowiny, and Maintenance Requirement: In the event Grantor seeks to leave the
Protected Area open and fallow, then Grantor hereby agrees to mow and maintain the Protected
Area as necessary in order that said property may be used for recreational activity. In the event
Grantor fails to comply with the provisions of this section after reasonable notice is given to
Grantor by Grantee, then, in addition to all other remedies set forth herein, Grantee or its agents
are hereby authorized to enter upon the Protected Area to perform such mowing and
maintenance.
5.04 Indemnification: Grantor shall indemnify and hold Grantee harmless from any charges or
liens imposed upon Grantee arising from the physical maintenance and upkeep of the Protected
Area or from any taxes, levies or assessments upon it or resulting from this Recreation
Easement, all of which shall be considered Grantor's obligations. Grantor shall name Grantee as
an additional insured entity for purposes of comprehensive and fire insurance. Grantee shall
name the Protected Area on its general liability insurance policy. In the event that Grantor incurs
additional insurance costs due to adding the Grantee as an additional insured to its policy,
Grantee agrees to reimburse Grantor for said additional costs.
5.05 Notice: Grantor shall notify Grantee, in writing, before the construction of any permanent
or temporary structures as permitted in Article Four herein and shall file all necessary
applications and obtain all necessary approvals that may be required by this Easement or by the
Town Code, and shall provide documentation as may be required for such applications.
ARTICLE SIX
GRANTEE'S RIGHTS
6.01 Access: The Grantor hereby grants all available Development Rights from the Protected
Area to the Grantee. The Grantor shall retain the right of possession and use of the Premises.
The Grantor shall permit public access to the Protected Area upon the public's payment of
applicable fees and charges and said public access and use shall be subject to Grantor's
reasonable rules and regulations.
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6.02 Entry and inspection: Grantee shall have the right to enter, by authorized representatives of
the Grantor, the Protected Area twice annually for a two (2) day inspection per site visit upon at
least twenty (20) days prior written notice to Grantor at reasonable times mutually agreed upon
for the purposes of(i) inspecting the Protected Area to determine if the Grantor, its successors
and assigns, is complying with the covenants and purposes of this grant; (ii) enforcing the terms
of this Easement; (iii) taking any and all actions with respect to the Protected Area as may be
necessary or appropriate, pursuant to an order of a court of competent jurisdiction, to remedy or
abate violations hereof; (iv) monitoring the condition of the aquifer and its relation to potable
drinking water; and (vi) any other lawful purpose for which is embodied in this Recreation
Easement
6.03 Restoration. Grantee shall have the right to require the Grantor to restore the Protected
Area to the condition required by this Easement and to enforce this right by any action or
proceeding; that the Grantee may reasonably deem necessary. However, it is understood and
agreed by the parties hereto that the Grantor shall not be liable for any changes to the Protected
Area resulting from causes beyond the Grantor's control, including, without limitation, fire,
flood, storm, and earth movement, or from any prudent action taken by the Grantor under
emergency conditions to prevent, abate, or mitigate significant injury to the Protected Area
resulting from such causes.
6.04 Enforcement Rights of Grantee: Grantee, in a reasonable manner and at reasonable times.
may enforce by proceeding; at law or in equity the covenants hereinafter set forth, including but
not limited to, the right to require the restoration of the Protected Area to the condition at the
time of this grant. The Grantee, its successors and assigns, does not waive or forfeit the right to
take action as may be necessary to insure compliance with the covenants and purposes of this
grant by any prior failure to act. Nothing herein shall be construed to entitle the Grantee to
institute any enforcement proceedings against the Grantor for any changes to the Protected Area
due to causes beyond the Grantor's control, such as changes caused by fire, floods, storms or the
unauthorized wrongful acts of third parties. In the event that the Grantee becomes aware of an
event or circumstances of non-compliance with the terms and conditions herein set forth, the
Grantee shall give notice to the Grantor, its successors and assigns, as set forth herein, of such
event or circumstance of non-compliance and request corrective action sufficient to abate such
event or circumstance of non-compliance and restore the Protected Area to its previous
condition. Failure by the Grantor to cause discontinuance, abatement or such other corrective
actions as may be requested by the Grantee within ninety (90) days after receipt of such notice
shall entitle Grantee, at its election, to: (i) to institute a suit to enjoin or cure such breach, default
or violation by temporary and/or permanent injunction, (ii) to enter upon the Protected Area and
exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause
the restoration of that portion of the Protected Area affected by such breach, default or violation
to the condition that existed prior thereto or on the date hereof, or to such condition as is
expressly permitted hereby or as may be pursuant to the terms hereof, as Grantee deems
appropriate under the circumstances, or (iii) to seek or enforce such other legal and/or equitable
relief or remedies as Grantee deems necessary or desirable to ensure compliance with the terms,
conditions, covenants, obligations and purpose of this Easement.
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6.05 No Waiver: Grantee's exercise of any remedy or relief under this Article Six shall not have
the effect of waiving or limiting any other remedy or relief, and the failure to exercise or delay in
exercising any remedy shall not have the effect of waiving or limiting the use of any other
remedy or relief or the use of such other remedy or relief at any other time.
6.06 Assessed Valuation: Grantee agrees that the assessed valuation placed upon the Premises,
for the purpose of real estate taxation must, to the extent of the actual reduction of the fair
market value of said Premises by reason of this Grant of Easement, take into account and be
limited by the restrictions and limitations imposed on the future use of the Premises by this
Recreation Easement, as required under §247(3) of General Municipal Law, and generally in
accordance with valuation principles legally applicable to such assessments of real property.
6.07_ Limitations on Extinguishment. if a subsequent unexpected change in the conditions
surrounding the Premises can make impossible or impractical the continued use of the Premises
for conservation purposes, this Easement can only be terminated or extinguished, whether with
respect to all or part of the Premises, by judicial proceedings in a court of competent jurisdiction.
Unless otherwise required by applicable law at the time, in the event of any sale of all or a
portion of the Premises (or any other property received in connection with an exchange or
involuntary conversion of the Premises) after such termination or extinguishment, and prior to
the payment of any costs or expenses associated with such sale, Grantee shall be entitled to an
amount no less than Grantee's proportionate share of the gross proceeds of such sale, as such
proportionate share is determined under the provisions of Section 6.08, adjusted, if necessary, to
reflect a partial termination or extinguishment of this Conservation Easement. if for any other
reason Grantee is not paid Grantee's proportionate share, Grantee has the right to recover such
deficiency (including the right to record a lien to secure its recovery of such deficiency) from the
record owner of the Premises at the time of such sale. All such proceeds shall be deposited in a
Trust and Agency Account of the Grantee, pursuant to §36 of the General Municipal Law, to be
used exclusively for the purpose of acquiring land or interests or rights in land for conservation
and open space purposes, including agricultural and recreational uses. In the event of
extinguishment of this Easement in whole or in part, the provisions of Sections 6.07, 6.08, and
6.09 shall survive such extinguishment.
6.08 Percentage Interests,. Grantor and Grantee hereby confirm that the donation of
this Easement gives rise to a property right immediately vested in Grantee, with a value for
purposes of Sections 6.07, 6.08, and 6.09 determined as follows. The parties hereto stipulate that
as of the effective date of this grant the Easement and the restricted fee interest in the Premises
each represent a percentage interest in the fair market value of the Premises (Grantee's
percentage interest is referred to herein as Grantee's "proportionate share"). Said percentage
interests shall be determined by the ratio of the value of the Easement on the effective date of
this grant to the value of the Premises, without deduction for the value of the Easement, on the
effective date of this grant. The values on the effective date of this grant shall be those values
used to calculate the deduction for federal income tax purposes allowable by reason of this grant,
pursuant to Section 170(h) of the IRC. The parties shall include the ratio of those values with the
Baseline Documentation (on file at Grantee's offices) and, pursuant to the Treasury Regulations
requiring the determination of the value of the Easement on the effective date of this grant, the
parties hereto shall amend such values, if necessary, to reflect any final determination thereof by
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the Internal Revenue Service or court of competent jurisdiction in any appeal of the final
determination by the Internal Revenue Service. For purposes of this paragraph, the ratio of the
value of the Easement to the value of the Premises unencumbered by the Easement shall remain
constant, and Grantee's proportionate share of the fair market value of the Premises thereby
determinable shall remain constant.
6.09 Condemnation. If all or any part of the Premises is taken under the power of eminent
domain by public, corporate, or other authority, or otherwise acquired by such authority through
a purchase in lieu of a taking, Grantor and Grantee shall join in appropriate proceedings at the
time of such taking to recover the full fair market value (without regard to any diminution in
value attributable to the Easement) of the interests in the Premises subject to the taking and all
incidental or direct damages resulting from the taking. Prior to the payment of any expenses
reasonably incurred by the parties to this Easement in connection with such taking, Grantee shall
be entitled to Grantee's proportionate share from the recovered proceeds in conformity with the
provisions of Sections 6.07 and 6.08 (with respect to the allocation of proceeds). The respective
rights of Grantor and Grantee set forth in Section 6.07, 6.08, and 6.09 shall be in addition to, and
not in limitation of, any rights they may have at common law. Any portion of the condemnation
award payable to the Grantee shall be deposited in a Trust and Agency Account of the Grantee,
pursuant to §36 of the General Municipal Law, to be used exclusively for the purpose of
acquiring land or interests or rights in land for conservation and open space purposes, including
agricultural and recreational uses.
6.10 Alienation: No property rights acquired by the Grantee hereunder shall be alienated except
upon the adoption of a local law authorizing the alienation of said rights and interest, by a
majority plus one vote of the Town Board of the Town of Southold, following a public hearing
and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold, with
an affirmative two-thirds vote, as provided by Section 17 of the Code of the Town of Southold.
No subsequent amendment of the provisions of said Code shall alter the limitations placed upon
the alienation of those property rights or interests, which were acquired by the Town prior to any
such amendment.
6.11 Affordable Rates and Fees for Town of Southold Residents: The parties wish to provide
affordable public recreation opportunities to residents of the Town of Southold who are not
current members of the Island's End Golf Course. Grantor shall provide at least annually to
Grantee and at least sixty (60) days prior to the effective date, a proposed schedule of rates or
fees for each of the recreational activities provided to the public. Said schedule must be
approved by the Town Board prior to enactment. If said schedule of rates or fees include an
increase which does not exceed 10% of the previous schedule amounts, the Town shall approve
the schedule. Notwithstanding this required approval, if sixty (60) days have expired, said
schedule of rates or fees shall be deemed approved. The Town Board will consider proposed
increases greater than 10% and will not withhold approval if Grantor provides reasonable
evidence of the need for such greater increase to cover an extraordinary out-of-pocket expense or
an extraordinary increase in its cost of doing business.
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ARTICLE SEVEN
LOT LINE MODIFICATION 1 RESUBDIVISION 1 SALE OF PREMISES
7.01 Sale of Premises: The parties acknowledge that the Premises along with adjacent land
currently owned by William King and Mary Pacinda Turner, Executrix of the Estate of Robert
Turner, identified as SCTM parcels 1000-35-2-1 and 1000-35-2-11 comprise the public golf
course. If the cessation of the golf course use necessitates a subdivision of the four plots
comprising the golf course, no such subdivision shall result in more than two plots or parcels as
recognized by Suffolk County and the Southold Planning Board. Said two parcels shall contain
the Development Areas and in no circumstance may all or part of a Development Area become
one of the resultant plots or parcels. Any subdivision is subject to the reasonable conditions and
restrictions required by the Southold Planning Board. Said subdivision shall be subject to the
relevant Southold Town Code provisions and all other applicable laws and regulations.
7.02 Lot Line Modification/Resubdivision. Notwithstanding the terms and conditions set forth
in this Easement to the contrary, Grantor, its successors or assigns, together with the owners, its
successors or assigns of the adjacent land currently owned by William King and Robert Turner,
identified as SCTM parcels 1000-35-2-1 and 1000-35-2-11 are authorized to make such
applications as are necessary to effect a lot line modification of the four parcels which are the
subject of the Easements on their respective properties. Such lot line modification shall result in
no more than two plots or parcels as recognized by Suffolk County and the Southold Planning
Board. Said two parcels shall contain the development areas and in no circumstance may all or
part of a development area become one of the resultant plots or parcels. Any subdivision is
subject to the reasonable conditions and restrictions required by the Southold Planning Board.
Said subdivision shall be subject to the relevant Southold Town Code provisions and all other
applicable laws and regulations.
ARTICLE EIGHT
RIGHT OF FIRST REFUSAL
8.01 Restrictions on Transfers: Except as otherwise provided in this Easement, Grantor shall
not sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way,
all or any interest in the Premises without first affording Grantee the opportunity the purchase
said interest in the Premises at fair market value, subject to Section 8.04, through proper notice.
Any sale, assignment, transfer, pledge, hypothecate or other encumbrance or disposition of any
interest of the Premises not made in conformance with this Article shall be null and void.
Notwithstanding the foregoing, the Grantor hereby retains the right to enter into a lease of the
Premises for uses consistent with the uses of the Premises authorized by this Easement. Any
mortgage loan obtained by Grantor and secured by a mortgage upon the Premises shall not be
subject to the restrictions contained herein.
8.02 Duration: Grantee shall have an option for a period of forty-five (45) days from receipt of
notice from Grantor of a sale, assignment, transfer, pledge or other disposition, to elect to
purchase said interest of the Premises This shall allow for sufficient time for Grantee to review
the option and to acquire an appraisal of said interest in the Premises prior to making a decision
on the option. If Grantee elects to exercise this option, Grantee must respond in writing within
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forty-five (45) days of Grantee's receipt of Grantor's notice. Said writing shall clearly and
unequivocally state an acceptance of the option and be signed by either the Town Supervisor or
the Land Preservation Coordinator.
8.03 Valuation: The value of said interest of the Premises shall be determined by an
independent accredited appraiser mutually agreed upon by both Grantor and Grantee. Said
appraiser shall be hired at the expense of Grantee.
8.04 Notice: Grantor's notice must state clearly and unequivocally an intent to sell, assign,
transfer, pledge or dispose of any interest of the Premises, along with a request for a timely
determination as to whether or not Grantee will exercise the option. Notice shall be given either
by manual delivery or by mailing in a mail receptacle maintained by the United States Postal
Service. Mailed notice must be contained in an accurately addressed, sealed envelope, marked
for delivery by first class registered or certified mail, with sufficient prepaid postage affixed and
with return receipt requested. Mailed notice to Grantor shall be addressed to Grantor's address as
recited herein, or to such other address as Grantor may designate by notice in accordance with
Section 8.05 of this Easement. Mailed notice to Grantee shall be addressed to its principal
office, recited herein, marked forthe attention of the Town Supervisor and the Town Attorney,
or to such other address as Grantee may designate by notice in accordance with Section 8.05 of
this Easement. Notice shall be deemed given and received as of the date of its manual delivery
or the date of its mailing.
8.05 Limitations to,„Rights of Refusal: Notwithstanding the provisions of this Conservation
Easement, the Grantor may sell or otherwise assign, with or without consideration, (i) all of its
interest in the Premises to an entity whose primary purpose is consistent with the uses permitted
hereunder provided that the reason for such sale or assignment is to take advantage of beneficial
tax treatment resulting from a new form of ownership such as changing its composition from a
"for profit" corporation to a "not for profit" corporation, and/or (ii) all or part of its interest in the
Premises to the owners of the adjacent parcels currently identified as SCTM#1000-35-2-1 and
41000-35-2-11, provided that each such transferee or assignee, prior to the completion of the
sale, transfer, or assignment shall have executed documents assuming the obligations of the
Grantor under this Conservation Easement with respect to the Right of First Refusal. For
purpose of this Section 8.05, "Grantor" shall mean and include the members of Grantor or the
beneficiaries of any trust that is a member of the Grantor. This section shall not apply to any
changes in memberships or shareholder interests in this Grantor.
ARTICLE NINE
MISCELLANEOUS
9.01 Entire Understanding: This Easement contains the entire understanding between its parties
concerning its subject matter. Any prior agreement between the parties concerning its subject
matter shall be merged into this Easement and superseded by it.
9.02 Subsequent Deeds: Grantor agrees that the terms, conditions, restrictions and purposes of
this Easement-shall be inserted by reference in any subsequent deed or other legal instrument by
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which Grantor divests itself of either the fee simple title or its possessory interest in the
Premises.
9.03.Limitations on Amendment
A. Grantor and Grantee recognize that natural conditions, landscapes, and technologies
change over time (including best practices of open space stewardship techniques), and, in an
abundance of caution, have determined, in good faith, to articulate herein the limited parameters
of any permissible amendment hereto. The intent of Grantor and Grantee is that (except in a case
involving solely the correction of a drafting mistake, or mapping error, or in a situation involving
solely adding additional property to the existing encumbered property) any such amendment
would be executed only in rare instances and unusual circumstances not envisioned by either
party at the time of this grant, consistent with and true to the perpetual protection of the
conservation values of the Protected Area and the Conservation Values, and consistent with the
goals and provisions of New York Environmental Conservation Law, Section 49-0301, et seg.
(hereinafter, the "NYECL"), and the goals and provisions of Section 170(h) of the Code.
Further; it may be necessary at some point to amend this Easement in response to changes over
time specifically to ensure the perpetual protection of the Conservation Values. This Section
9.03 is accordingly carefully limited so as to ensure that the Conservation Values are protected in
perpetuity. Nothing in this Section 9.03 shall require Grantor or Grantee to agree to any
amendment or to consult or negotiate regarding any amendment.
B. This Easement shall be amended only upon the written agreement of Grantee and
Grantor, at Grantee's sole and absolute discretion, and following a public hearing with due notice
and an affirmative resolution of the Town Board, by a majority plus one vote, but only if such
amendment: (a) does not constitute private inurement or give rise to an impermissible private
benefit under Section 501(c)(3) and other applicable provisions of the Code or the NYECL,
based on an appraisal of the economic impact of the proposed amendment by an appraiser
selected by Grantee; (b) has a neutral or positive effect on the Conservation Values, based on an
evaluation of the effect of the proposed amendment on the conservation values by an
independent qualified person selected by Grantee; (c) is consistent with the purpose of this
Easement and the perpetual protection of the Conservation Values; (d) does not affect the
perpetual nature of this Easement; and (e) complies with the NYECL and Section 170(h) of the
Code. Further, no amendment shall be permitted that (i) does not comply with the provisions of
this Section 9.03, (ii) would involve the removal of any of the Protected Area from the
Easement, or (iii) would alter or remove the restrictions on assignment of this Easement under
the provisions of Section 8.01, or the provisions on extinguishment, percentage interests, or
condemnation under Section 6.09. In the case of any amendment, all of these requirements and
restrictions in this Section 9.03 must be satisfied.
C. In the event Grantor and Grantee agree to an amendment pursuant to the provisions
of this Section 9.03, an addendum to the Baseline Documentation Report shall be prepared and
shall be acknowledged by Grantor and Grantee as memorializing the condition of the Protected
Area as of the date the amendment is delivered for recording to the Office of the Clerk of the
County of Suffolk, State of New York. Notwithstanding the foregoing, an addendum to the
Baseline Documentation Report shall not be required for any amendment that involves solely the
correction of a drafting mistake or mapping error.
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D. If Grantor is the party requesting an amendment of this Easement, Grantor shall be
responsible for all reasonable and customary costs related to Grantee's evaluation of said request
and the amendment's execution and, if applicable, any agency or judicial proceeding referred to
in Section 6.07, including reasonable attorney's fees and staff, contractor, legal, and consultant
costs incurred by Grantee, and any costs associated with the preparation of the updated Baseline
Documentation Report prepared pursuant to the provisions of Section 9.03(C).
E. A proposed amendment that is agreed to by Grantor and Grantee but nevertheless
exceeds the scope of the limited discretion granted under this Section 9.03 is not permitted
except by a final non-appealable judgment of a court having jurisdiction in a proceeding to
which the Attorney General of the State of New York was given written notice and an
opportunity to participate to represent the public interest in ensuring the continued perpetual
protection of the Conservation Values.
9.04 Severability Any provision of this Easement which is determined to be invalid or
unenforceable by a court, shall not be invalidated. Instead, that provision shall be reduced or
limited to whatever extent that court determines will make it enforceable and effective. Any
other provision of this Easement, which is determined to be invalid or unenforceable by a court
shall be severed from the other provisions, which shall remain enforceable and effective.
9.05 Notice All notices required by this Easement must be written. Notices shall be given
either by manual delivery, by overnight courier service or by mailing in a mail receptacle
maintained by the United States Postal Service. Mailed notice must be contained in an
accurately addressed, sealed envelope, marked for delivery by first class registered or certified
mail, with sufficient prepaid postage affixed and with return receipt requested in the case of
mailed notice or marked for delivery on the next business day, with charges prepaid or provided
for by the sender in the case of overnight courier notice. Mailed notice or overnight courier to
Grantor shall be addressed to Grantor's address as recited herein, or to such other address as
Grantor may designate by notice in accordance with this Section 9.05. Mailed notice to Grantee
shall be addressed to its principal office, recited herein, marked for the attention of the Town
Supervisor and the Land Preservation Coordinator, or to such other address as Grantee may
designate by notice in accordance with this Section 9.05. Notice shall be deemed given and
received as of the date of its manual delivery or the third day after the date of its mailing or the
date of actual delivery by overnight courier service.
9.06 Governing Law: New York law applicable to deeds and conservation easements pertaining
to land located within New York shall govern this Easement in all respects, including validity,
construction, interpretation, breach, violation and performance.
9.07 Interpretation: Regardless of any contrary rule of construction, no provision of this
Easement shall be construed in favor of one of the parties because it was drafted by the other
party's attorney. No alleged ambiguity in this Easement shall be construed against the party
whose attorney drafted it. If any provision of this Easement is ambiguous or shall be subject to
two or more interpretations, one of which would render the provision invalid, then that provision
shall be given such interpretation as would render it consistent with the perpetual protection of
the Conservation Values and the purpose of this Easement as intended by Grantor. Any rule of
strict construction designed to limit the breach of the restrictions on use of the Premises shall not
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apply in the construction or interpretation of this Easement, and this Easement shall be
interpreted broadly to effect the perpetual protection of the Conservation Values and the purpose
of this Easement as intended by Grantor. The parties intended that this Easement, which is by
nature and character primarily negative in that Grantor has restricted and limited its right to use
the Premises, except as otherwise recited herein, be construed at all times and by all parties to
effectuate its purposes.
9.08 Warranties: The warranties and representations made by the parties in this Easement shall
survive its execution.
9.09 Effective Date and Recording: Grantor and Grantee intend that the restrictions arising
hereunder are effective on the day and year this DEED OF CONSERVATION EASEMENT is
delivered for recording to the land records of the Office of the Clerk of Suffolk County, New
York, after all required signatures have been affixed hereto. This Easement shall be timely
recorded. Grantee may re-record this instrument or record any other instrument at any time as
may be required to preserve its rights in this Easement.
9.10 Headings: The hearings, title and subtitles herein have been inserted solely for convenient
reference and shall be ignored in its construction.
9.11 Consent: Any time the prior written approval or consent of the Grantee is required
hereunder, such approval or consent shall not be unreasonably withheld, conditioned, or delayed.
9.12 Successors and Assi ns: The covenants, terms, conditions, restrictions, benefits, and
burdens of this Easement shall be binding upon_the parties hereto and their respective successors,
personal representatives, heirs, and assigns and shall continue as a restriction running in
perpetuity with the Premises. An owner of the Premises shall only be responsible for those
violations first occurring on the Premises during such owner's ownership, and while still an
owner of the Premises (although notwithstanding the foregoing, a subsequent owner may also be
held responsible for those violations first occurring during another's prior ownership of the
Premises unless an estoppel or compliance certificate was obtained by such subsequent owner
prior to or at the time of the transfer of the ownership of the Premises to such subsequent owner).
In the event of a breach of the terms hereof by the owner or owners of any divided portion of the
Premises, no owner or owners of any other portion of the Premises shall be liable for such
breach. Any of the rights herein reserved to Grantor may be exercised by any owner or owners
from time to time of any lot within the Premises.
9.13 Compliance Certificates: Upon request by Grantor, Grantee shall within thirty (30) days
execute and deliver to Grantor any document that may be requested by Grantor, including an
estoppel certificate or compliance certificate, to certify to the best of Grantee's knowledge
Grantor's compliance with any obligation of Grantor contained in this Easement or otherwise to
evidence the status of this Easement.
9.14 Re resentation of Authority: Each signatory to this Easement represents and warrants that
he or she is duly authorized to enter into and execute the terms and conditions of this Easement
and to legally bind the party he or she represents.
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9.l S No Goods or Services: Pursuant to the requirements of Section 170(f)(8) of the Code,
Grantor and Grantee acknowledge that no goods or services or other consideration have been
provided by Grantee to Grantor as consideration for this Easement, and Grantee will provide
Grantor with a separate letter so stating.
9.16 Counterparts: The Parties may execute this instrument in two (2) or more counterparts,
which shall in the aggregate, be signed by both parties; each counterpart shall be deemed an
original instrument as against any Party who has signed it. In the event of any disparity between
the counterparts produced, the recorded counterpart shall be controlling.
[the remainder of this page intentionally left blank]
21
died 1-4.16111 (�F
IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and
received this Easement on the day and year set forth above. This Easement has been duly
executed by the parties hereto.
GRANTOR: ISLAND'S _END GOLF AND COUNTY CLUB, INC.
By: A --
Name: A"tr 2-I d c
Title: /Ow&-516&ij7-
Attomey for Grantee: Toni J. Hoverkamp, Esq.
224 Griff'ing Avenue
Riverhead, NY 11901
Tel: 631-740-9700
Fax: 631-504-0697
GRANTEE: TOWN OF SOUTHOLD
By:
SCOTT RUSS LL , SUPERVISOR
Attorney for Grantor: Mary C. Wilson, Esq.
Address: 933 Mill Creek Drive
Palm Beach Gardens, FL 33410
Tei.: 631-902-6550
Fax: 631-728-1920
22
State of New York )
County of Suffolk ) ss:
On the 71 of December 2019 before me, the undersigned, personally appeared
personally known to me or approved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity and that by his signature on
the instrument, the individual the person upon behalf of which the individual acted, executed
the instrument. Ix�V,
ROBERT DEFRESE
NOTARY PUBLIC.STATE OF NEW YORK
Registration No.01DE5035117
Qualified in Suffolk County
My Commission Expires October 24,2022
State of New York )
County of Suffolk } ss:
On the �� of December 2019 before me, the undersigned, personally appeared
50o7r ��s s-c r , personally known to me or approved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity and that by his signature on
the instrument, the individual or the person upon behalf of which the individual acted, executed
the instrument.
ROBERT DEFRES �D eFaeti�
NWARY PUBLIC.STATE Or NEW YORK
Registration No.01DES035117
Qualified In Suffolk County
My Commission Expires October 24,2022
23
AS TO LOT 017.001 CLUB SCTM #1000-35.-2-17. 1
ALL that certain plot, piece or parcel of land, situate lying and being in the Town of Southold, County of
Suffolk, and State of New York, bounded and described as follows:
BEGINNING at a point on the Northerly side of Main Road (S.R. 25) at the Southeasterly corner of land now or
formerly of 4545 Main Road Enterprises Inc. and the Southwesterly corner of land about to be described;
RUNNING THENCE North 32 degrees 07 minutes 30 seconds West, along the land now or formerly of 4545
Main Road Enterprises Inc. 246.86 feet;
THENCE South 66 degrees 07 minutes 40 seconds West, still along the land now or formerly of 4545 Main
Road Enterprises Inc. and the land now or formerly of David Gillespie, 181.18 feet to the land now or formerly
of Graig B. Stein;
THENCE North 31 degrees 58 minutes 30 seconds West, along the land now or formerly of Stein, 56.79 feet;
THENCE South 66 degrees 01 minutes 20 seconds West, still along the land now or formerly of Stein and land
now or formerly of Belmor Properties LLC, 440.31 feet to land now or formerly of Floyd F. King, Jr. Grantor
Retained Annuity Trust;
THENCE along the land now or formerly of said last mentioned trust the following eight(8) courses and
distances:
1. North 32 degrees 42 minutes 50 seconds West, 440.98 feet;
2. North 63 degrees 53 minutes 50 seconds East, 417.20 feet;
3. North 35 degrees 39 minutes 20 seconds West, 385.86 feet;
4. North 63 degrees 53 minutes 50 seconds East, 259.70 feet;
5. North 35 degrees 39 minutes 20 seconds West, 1,015.92 feet;
6. North 53 degrees 03 minutes 40 seconds East, 257.53 feet;
7. South 35 degrees 33 minutes 00 seconds East, 1,513.42 feet;
8. South 36 degrees 01 minutes 35 seconds East, 728.56 feet to the Northerly side of Main Road;
9. South 66 degrees 26 minutes 50 seconds West, along the Northerly side of Main Road, 368.01 feet to the
point or place of BEGINNING.
ScHzi:u4t = A
AS TO LOT 012.000 CLUB SCTM #1000-35.-2-12
ALL that certain plot, piece or parcel of land, situate, lying and being at East Marion, Town of Southold,
County of Suffolk and State of New York, bounded and described as follows:
BEGINNING at a point on the Easterly boundary line of land now or formerly of Floyd F. King, Jr. Grantor
Retained Annuity Trust, 193.16 feet Northerly along said boundary line from the Northerly line of the Main
Road, said point of beginning being the Northwesterly corner of land of Hellenic Land LLC and the
Southwesterly corner of the premises hereinafter described, from said point of beginning;
RUNNING THENCE along said land now or formerly of Floyd F. King, Jr. Grantor Retained Annuity Trust the
following two courses and distances:
1. North 36 degrees 08 minutes 40 seconds West, 912.22 feet to a point;
2. North 51 degrees 37 minutes 20 seconds East, 493.45 feet to land of the Suffolk County Water Authority;
THENCE along said land of the Suffolk County Water Authority, two courses:
1. South 33 degrees 56 minutes 40 seconds East 318.07 feet;
2. South 31 degrees 49 minutes 30 seconds East, 660.74 feet;
THENCE along said land of the Suffolk County Water Authority and along said land of Hellenic Land LLC,
South 60 degrees 21 minutes 00 seconds West, 408.67 feet to the point of BEGINNING.
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Club Protected Area:
ALL that certain plot, piece or parcel of land, situate, lying and being at East Marion, Town of Southold,
County of Suffolk and State of New York, bounded and described as follows:
BEGINNING at a point on the Easterly boundary line of land now or formerly of Floyd F. King, Jr. Grantor
Retained Annuity Trust, 444.59 feet Northerly along said boundary line from the Northerly line of the Main
Road;
RUNNING THENCE along said land now or formerly of Floyd F. King, Jr. Grantor Retained Annuity Trust,
two courses:
1. North 36 degrees 08 minutes 40 seconds West, 660.79 feet to a point;
2. THENCE North 51 degrees 37 minutes 20 seconds East, 493.45 feet to land of the Suffolk County Water
Authority;
THENCE along said land of the Suffolk County Water Authority, two courses:
1. South 33 degrees 56 minutes 40 seconds East 318.07 feet;
2. THENCE South 31 degrees 49 minutes 30 seconds East, 410.74 feet;
THENCE South 60 degrees 21 minutes 00 seconds West, 427.62 feet to the point of BEGINNING.
Soh Du t� G
Club Development Area:
ALL that certain plot, piece or parcel of land, situate, lying and being at East Marion, Town of Southold,
County of Suffolk and State of New York, bounded and described as follows:
BEGINNING at a point on the Easterly boundary line of land now or formerly of Floyd F. King, Jr. Grantor
Retained Annuity Trust, 193.16 feet Northerly along said boundary line from the Northerly line of the Main
Road, said point of beginning being the Northwesterly corner of land of Hellenic Land LLC and the
Southwesterly corner of the premises hereinafter described, from said point of beginning;
RUNNING THENCE along said land now or formerly of Floyd F. King, Jr. Grantor Retained Annuity Trust,
North 36 degrees 08 minutes 40 seconds West, 251.43 feet to a point;
THENCE North 60 degrees 21 minutes 00 seconds East 427.62 feet;
THENCE South 31 degrees 49 minutes 30 seconds East, 250.00 feet;
THENCE along land of the Suffolk County Water Authority and along said land of Hellenic Land LLC, South
60 degrees 21 minutes 00 seconds West, 408.67 feet to the point of BEGINNING.
Parking Easement Area: Liber D00012862, Page 761, recorded 5/2/2016
ALL that certain plot, piece or parcel of land, situate lying and being in the Town of Southold, County of
Suffolk, and State of New York, bounded and described as follows:
BEGINNING at a point on the Northerly side of Main Road (S.R. 25) at the Southeasterly corner of land now or
formerly of 4545 Main Road Enterprises Inc. and the Southwesterly corner of land about to be described;
RUNNING THENCE North 32 degrees 07 minutes 30 seconds West, along the land now or formerly of 4545
Main Road Enterprises Inc. 209.68 feet;
THENCE North 66 degrees 07 minutes 40 seconds East 89.95 feet;
THENCE, South 32 degrees 07 minutes 30 seconds East 210.19 feet to the Northerly side of Main Road;
THENCE, along the Northerly side of Main Road, South 66 degrees 26 minutes 50 seconds West 90.03 feet to
the point and place of BEGINNING.
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