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HomeMy WebLinkAboutMcCall Family Holdings Limited Partnership LLLP LILLIAN F.MCCULLOUGH SVFFO(K OFFICE LOCATION: LAND PRESERVATION Q�,� CQG Town Hall Annex . EXECUTIVE ASSISTANT �� $� 54375 State Route 25 lillianm@southoldtownny.gov 1 (corner of Main Rd&Youngs Ave) y Southold,New York Telephone(631)765-5711 1 Facsimile(631)765-6640 �?, �� MAILING ADDRESS: �� �o P.O.Box 1179 www.southoldtownny.gov .( Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD beget, To: Denis Noncarrow ' Town Clerk1� Z From: Lillian McCullough Land Preservation Executive Assistants t on�a 0 Date: June 18, 2024 G Re: McCall Family Holdings Limited Partnership LLLP to TOWN OF SOUTHOLD Development Rights Easement(14.77 Acres) SCTM #1000-115.-7-13.2 Premises: '19500 Route 25, Mattituck Denis: Enclosed for safekeeping in your office, please find the following documents: • Original Grant of Development Rights Easement dated May 30, 2024, between McCall Family Holdings Limited Partnership LLLP and the Town of Southold, recorded in the Suffolk County Clerk's office on May 31, 2024, in Liber D00013250 at Page 990 • Original Declaration of Covenants & Restrictions dated May 30, 2024, between McCall Family Holdings Limited Partnership LLLP and the Town of Southold, recorded in the Suffolk County Clerk's office on May 31, 2024 in Liber D00013250 at Page 991 • Title insurance policy#7404-018049, issued by Fidelity National Title Insurance Company on May 30, 2024, in the insured amount of$1,048,670.00 • Closing Statement • Closing Memo r Thank you. Sincerely, Lillian McCullough Land Preservation Executive Assistant encs. SUN 1 -� 2024 IIIIII 11111111111111 IN t����oRsO.�oo a Esc SUFFOLK COUNTY CLERK TOW RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 05/31/2024 Number of Pages: 23 At: 10:29:07 AM Receipt Number : 24-0069838 TRANSFER TAX NUMBER: 23-32242 LIBER: D00013250 PAGE: 990 District: Section: Block: Lot: 1000 115 .00 07 . 00 013 .002 EXAMINED AND CHARGED AS FOLLOWS . Deed Amount: $1,048,670 .00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $115.00 NO Handling $20.00 NO COE $5. 00 NO NYS SRCHG $15 .00 NO TP-584 $5.00 NO Notation $0 .00 NO Cert.Copies $28 . 75 NO RPT $200 .00 NO Transfer tax $0 .00 NO Comm.Pres $0 .00 NO Comm.Pres Fund $0 .00 NO Comm.Housing Fund $0 .00, NO Fees Paid $388 .75 TRANSFER TAX NUMBER: 23-32242 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL VINCENT PULEO County Clerk, Suffolk County uu CODD lumber of pages ✓ -. -y 31 :10- ,0 - VTN ENT F7iLEO CLERK. OF This document will be'public `UFFOLK. COUNTY record. Please remove all L D00013250 Social Security Numbers Sul' prior to recording. CST# 2 -?:2242 . Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. 1. Basic Tax Handling 20. 00 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. • IqD- or . EA-52 17 (County) ' Sub Total Spec./Add. EA-5217 (State) TOT.MTG.TAX Dual.Town Dual.County R.P.T.S.A. � Held for Appointment Comm. of Ed. 5. 00 cb� =' Transfer Tax Affid ,�nL*� ,�* Mansion Tax Ceitifie The properly covered by this mortgage or will be improved by a one or tw NYS Surcharge 15. 00 family dwelling only. • Sub Total YES ' or NO Other Grand Total 5 0 -/ If NO, see appropriafe•tax clause on page# of tW instru e T . 4 Dist.loon 5325979 1000 11500 0700 013002 5 Community Preservation Func .Real Properly PM� Consideration Amount R I 0 Tax Service 3, Y2 IIIII IIIII IIIII IIIII Agency CPF Tax Due $ Verification - -- --- —- - --- Improved 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD &.RETURN TO: Vacant Land TD pp / .19. -90,r TD 7)-�1,�Q , AJ L( /V� 7 1 TD 1-T/i �� ll:A ee,//ou �� Q Mail to: Vincent Puleo, Suffolk County Clerk 7 Bile Compa' ny Information 310 Center Drive, Riverhead, NY 11901 Co.Name a. avla% www.suffolkcountyny.gov/clerk Title# 8 Suffolk Count -Recordin '& Endorsement Page This page forms part of the attached . OMJ— made by: (SPECIFY TYPE OF INSTR NT) c L;,,, Tc d_ Aar r. ti;�o The premises herein is situated in LL&P SUFFOLK COUNTY,NEW YORK. TO In the TOWN of In the VILLAGE or HAMLET of M A-T;=,Lc., 14 BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK IIVK ONLY PRIOR TO.RECORDING OR FILING:' 12-0104.10/0e1dk (over) IMPORTANT NOTICE r If the document you've just recorded is your SATISFACTION OF-MORTGAGE, please be aware of the following: If a portion of your monthly mortgage payment included your property taxes, *you will now need to contact your local Town Tax Receiver so that you may be billed directly for all future property tax sta-tements. Local property taxes are payable twice a year: on or before January 10th and on or before May 31st Failure to make payments in a timely fashion could result in a penalty. Please contact your local flown Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes Riverhead Town Receiver of Taxes 200 East Sunrise Highway 200 Howell Avenue North Lindenhurst, N.Y. 11757 Riverhead, N.Y. 11901 (631) 957-3004 (631) 727-3200 Brookhaven Town Receiver of Taxes Shelter Island Town Receiver of Taxes One Independence Hill Shelter Is Town Hall Farmingville, N.Y. 11738 Shelter Island, N.Y. 11964 (631) 451-9009 (631) 749-3338 East Hampton Town Receiver of Taxes Smithtown Town Receiver of Taxes 300 Pantigo Place 99 West Main Street . East Hampton, N.Y. 11937• Smithtown, N.Y. 11787 (631) 324-2.770 (631) 360-7610 Huntington Town Receiver of Taxes Southampton Town Receiver of Taxes 100 Main Street 116 Hampton Road Huntington, N.Y. 11743 Southampton, N.Y. 11968 (631) 351-3217 (631) 283-6514 Islip Town Receiver of Taxes Southold Town Receiver of Taxes 40 Nassau Avenue 53095 Main Street Islip, N.Y. 11751 Southold, N.Y. 11971 (631) 224-5580 (631) 765-1803 ' Sincerely, U Vincent-PWeo Suffolk County Clerk 12-0104..12/22kk GRANT OF DEVELOPMENT RIGHTS EASEMENT THIS GRANT OF DEVELOPMENT RIGHTS EASEMENT, is made on the 30th day of May, 2024 at Southold, New York. The parties are, McCALL FAMILY HOLDINGS LIMITED PARTNERSHIP, LLLP, with offices at 3370 Panthersville Road, Decatur, Georgia 30034 (herein called "Grantor"), and the TOWN OF SOUTHOLD, a municipal corporation, having its principal office at 53095 Main Road, P.O. Box 1179, Southold, New York 11971-0959 (herein called "Grantee"). INTRODUCTION WHEREAS, Grantor is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, identified as part of SCTM #1000-115-7-13.2, more fully described in SCHEDULE "A" attached hereto and made a part hereof and hereinafter referred to as the "Property" and shown on the survey prepared by Michael W. Minto, L.S.P.C, dated April 19, 2024; and WHEREAS, the Property is located in the A-C Zoning District of the Town of Southold; and WHEREAS, the Property contains soils classified as Class I and Class II worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York; and WHEREAS, the Property is part of the New York State Agricultural District #1, and the Grantor wishes to continue using the Property for _agricultural production as defined in this Easement; and WHEREAS, the Property is currently primarily used for agriculture; and WHEREAS, it is the policy of the Town of Southold (the "Town"), as articulated in the Town's Master Plan dated February 2020, as adopted by the Town Board, Town of Southold, and §272-a of the New York State Town Law ("Town Law") to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open space character of the Town and to protect the Town's resort and agricultural economy; and WHEREAS, the Property in its present condition has substantial and significant value as an agricultural resource since it has not been subject to any substantial development; and 1 WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present state and inherent, tangible and intangible values of the Property as an agricultural resource; and WHEREAS, Grantee has determined it to be desirable and beneficial and has requested Grantor, for itself and its successors and assigns, to grant a Development Rights Easement to Grantee in order to restrict the further development of the Property while permitting compatible uses thereof; NOW THEREFORE, in consideration of ONE MILLION FORTY EIGHT THOUSAND SIX HUNDRED SEVENTY DOLLARS AND 00/100 ($1,048,670.00) and other good and valuable consideration paid to the Grantor, the receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee a Development Rights Easement, which shall be binding upon and shall restrict the premises shown and designated as the Property herein, more particularly bounded and described on Schedule "A" annexed hereto and made a part of this instrument. TO HAVE AND TO HOLD said Development Rights Easement and the rights and interests in connection with it and as hereinafter set forth with respect to the Property unto the Grantee, its successors and assigns forever, reserving, however, for the use and benefit of the Grantor, its legal representatives, successors and assigns, the.fee title to the property, and the exclusive right of occupancy and of use of the Property, subject to the limitations, condition, covenants, agreements, provisions and use restrictions hereinafter set forth, which shall constitute and shall be servitudes upon and with respect to the Property. The Grantor, for itself, and for and on behalf of its legal representatives, successors and assigns, hereby covenants and agrees as follows: 0.01 Grantor's Warranty Grantor warrants and represents to the Grantee that Grantor is the owner of the Property described in Schedule A, free of any mortgages or liens, except as set forth in Fidelity National Title Insurance Company Title Report #7404-018049, and possesses the right to grant this easement. 2 t 0.02 Grantee's Status Grantee warrants and represents to Grantor that Grantee is a municipal corporation organized and existing under the laws of the State of Georgia and is authorized under §64 of Town Law and §247 of the New York State General Municipal Law ("General Municipal Law") to acquire fee title or lesser interests in land, including development rights, easements, covenants, and other contractual rights which may be necessary or desirable for the preservation and retention of agricultural lands, open spaces and natural or scenic resources. 0.03 Purpose The parties recognize the value of the Property resulting from its agricultural use and further recognize the common purpose of preserving this value by limiting the uses of the Property. This instrument is intended to convey a Development Rights Easement on the Property by Grantor to Grantee, exclusively for the purpose of preserving its character in perpetuity for its agricultural values, by preventing the use or development of the Property for any purpose or in any manner contrary to the provisions hereof, in furtherance of federal, New York State and local conservation policies. 0.04 Governmental Recognition New York State has recognized the importance of private efforts to preserve rural land in a scenic, natural, and open condition through conservation restrictions by the enactment of General Municipal Law §247. Similar recognition by the federal government includes §170(h) of the Internal Revenue Code ("IRC") and other federal statutes. 0.05 Baseline Documentation Grantee acknowledges by acceptance of this Development Rights Easement that present uses of the Property are compatible with the purposes of this Easement. In order to aid in identifying and documenting the present condition of the Property's agricultural and other resources and to otherwise aid in identifying and documenting such values as of the date hereof, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the 'Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a survey prepared by Michael W. Minto, L.S.P.C., dated April 19, 2024, and a Phase 1 3 I t 1. Environmental Site Assessment dated April 15, 2024 by Cashin Associates, P.C. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the Grantor's uses of the Property or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs or other evidence to assist in the resolution of the controversy. 0.06 Recitation In consideration of the previously recited facts, mutual promises, undertakings, and forbearances contained in this Development Rights Easement, the parties agree upon its provisions, intending to be bound by it. ARTICLE ONE THE EASEMENT 1.01 Type This instrument conveys a Development Rights Easement (herein called the "Easement"). This Easement shall consist of the limitations, agreements, covenants, use restrictions, rights, terms, and conditions recited herein. Reference to this "Easement" or its `provisions" shall include any and all of those limitations, covenants, use restrictions, rights, terms and conditions. 1.02 Definitions "Development Rights" shall mean the permanent legal interest and right to restrict the use'of the Property to uses or purposes consistent with the terms of this Easement, including agricultural production as that term is presently referenced in §247 of the General Municipal Law and defined in Chapter 70 of the Town Code of the Town of Southold (the "Town Code" or "Code") now, or as they may be amended, and including the production of crops, livestock and livestock products as defined in §301(2) of the New York State Agriculture and Markets Law ("Agriculture and Markets Law"), now, or as said §301(2) may be amended ("Laws"). No future restrictions in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. 4 t t ""Improvement" shall mean any addition to raw land, such as structures, fences, wells or drainage. "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 sod farming, or land in a fallow or otherwise idled manner, is not Lawn." "Riding Academy" shall mean a business use of a lot for any of the following purposes: the letting of horses for hire to individuals or groups whether supervised or unsupervised, horseback riding instruction or the holding of horse shows or other equine events. "Structure" shall mean anything constructed or erected on or under the ground or upon another structure or building, including walkways. Structures shall not include trellis, posts and wiring, farm irrigation systems, nursery mats, temporary animal shelters or fencing necessary for agricultural operations or to mark the boundaries of the Property, including without limitation fencing to keep out predator animals, including deer. Approvals for those items listed in the preceding sentence shall be as required by applicable provisions of the Town Code. 1.03 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 1.04 Effect, This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities and provides Grantee with the right to administer, manage and enforce the Easement as provided herein. The word "'Grantor" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to Grantor and/or Grantee shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word "Grantor and/or Grantee" when used herein shall include all of those persons or entities. This Easement shall not nullify any encumbrances or instruments recorded prior to this Easement, which shall remain in effect. 5 ' I 1 ARTICLE TWO SALE Grantor for ONE MILLION FORTY EIGHT THOUSAND SIX HUNDRED SEVENTY DOLLARS AND 00/100 ($1,048,670.00) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Easement, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Easement in perpetuity, and undertakes to enforce it against Grantor. ARTICLE THREE PROHIBITED ACTS From and after the date of this Easement, the following acts, uses and practices shall be prohibited forever upon or within the Property: 3.01 Structures No structures may be erected or constructed on the'Property except as after review by the Southold Town Land Preservation Committee (`Land Preservation Committee") for consistency with the Purpose and other terms of this Easement, and as permitted under other applicable provisions of the Town Code and Sections 1.02 and 4.06 of this Easement. 3.02 Excavation and Removal of Materials; Mining The excavating, regrading, scraping or filling of the Property shall be prohibited, without the prior written consent of 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 Property is prohibited, nor shall the topography of the Property be changed, except in connection with normal agricultural/horticultural activities, all of which shall require the prior, written consent of Grantee, including but not limited to from the Land Preservation Committee. 3.03 Subdivision Except as provided in this Section 3.03, the Property may not be further subdivided pursuant to Town Law §§265, 276 or 277 or §335 of the 6 Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights are acquired into two or more parcels, in whole or in part. Grantor may, subject to approval by the Planning Board of the Town of Southold and as otherwise required by applicable law, modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property, provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon the death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's executor, trustee, heirs or next of kin by will or operation of law. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Property shall be prohibited. This prohibition shall exclude materials used in the normal course of sound agricultural practices on the Property, including fertilization, composting and crop removal. 3.05 Signs The display of signs, billboards, or advertisements shall be prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Property and only for any of the following purposes: (a) to state the name of the Property and the names and addresses of the occupants and the character of the business conducted thereon, (b) to temporarily advertise the Property or any portion thereof for sale or rent, (c) to post the Property to control unauthorized entry or use, or (d) with the consent-of the Grantor, to announce Grantee's easement. Signs are subject to regulatory requirements of the Town. f 3.06 Utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage systems ("'utilities") on the Property to service structures approved pursuant to §4.06 shall be prohibited without the prior written consent of the Grantee. Underground utilities must, to the extent possible, be constructed within 30 feet of the centerline of any roads 7 or driveways, and may be, used to service the permitted structures on the Property, and on adjacent properties subject to a development rights easement or other conservation instrument. Existing underground irrigation systems may be repaired or replaced without the consent of or review by the Grantee. 3.07 Prohibited Uses Except for uses specifically permitted by this Easement, the use of the Property or structures on it for any residential, commercial or industrial uses, permanent or temporary, including but not limited to a riding academy, shall be prohibited. For the purposes of this section, agricultural production, as that term is presently referenced in §247 of the General Municipal Law and defined 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) of the Agriculture and Markets Law, now or as said §301(2) may be amended, shall not be considered a commercial use. Uses, improvements and activities permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands, shall not be considered a commercial use. No improvements, uses or activities inconsistent with current or future agricultural production shall be permitted on the Property. Under no circumstances shall athletic fields, golf courses or ranges, commercial airstrips and helicopter pads, motorcross biking, or any other improvements or activity inconsistent with current or future agricultural production be permitted on the Property. Grantor shall not establish or maintain a Lawn on the Property. Hunting is permitted on the Property provided it does not interfere with agricultural production and is conducted in accordance with agricultural management practices. 3.08 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters shall be prohibited. This prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are in accordance with sound agricultural management practices of the Natural Resources Conservation Service ("NRCS"). 8 3.09 Drainage The use of the Property for a leaching or sewage disposal field shall be prohibited. The use of the Property for a drainage basin or sump shall be prohibited, except in accordance with sound agricultural management practices and in order to control flooding or soil erosion on the Property or from or onto adjoining properties. 3.10 Lot Yield; Future Development Except as may be provided herein, the use of the acreage of this Property for purposes of calculating lot yield on any other Property shall be prohibited. Grantor hereby relinquishes to Grantee all existing rights to develop the Property (and any such further rights that may be created through a rezoning of the Property) except for the right to construct, maintain, alter and replace any pre-existing structures, and to construct new structures, as such rights may be provided in Section 4.06 or elsewhere in this Easement, and the parties agree that any other such rights shall be terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership Subject to the provisions of ARTICLE THREE, Grantor shall retain all other rights of ownership in the Property, some of which are more particularly described in this ARTICLE FOUR. 4.02 Possession Grantor shall continue to have the right to exclusive possession of the Property. 4.03 Use Grantor shall have the right to use the Property in any manner and for any purpose consistent with and not prohibited by this Easement, as well as applicable local, State, or federal law. Grantor shall have the right to use the Property for uses, improvements and activities permitted by the Town Code, now or in the future, on agricultural lands protected by a development rights easement or other instrument, including, but not limited to 9 farmstands and for educational or training programs related to agricultural ' production or activities. Grantor shall also have the right to use,the Property for traditional private recreational uses, provided such recreational uses are conducted for the personal enjoyment of Grantor, are compatible with farming, and are otherwise consistent with and do not derogate from or defeat the Purpose of this Easement or other applicable law. These uses shall not be offered or provided for commercial purposes, including the commercial gain of Grantor or others. Hunting to remove predators which harm agriculture production shall not be deemed a recreational use or a use for commercial purposes. 4.04 Landscaping Activities Grantor shall have the right to continue the current and/or customary modes of landscaping, pruning and grounds maintenance on the Property as evidenced by the documentation set forth in Section 0.05. Grantor shall have the right to remove or restore trees, shrubs, or other vegetation when deemed to be invasive, dead, diseased, decayed or damaged or interfering with agricultural production or other permitted uses of the Property, including activities permitted in Section 4.06, to thin and prune trees to maintain or improve the appearance of the Property or to benefit permitted structures and improvements, and to mow the property. Notwithstanding the above, Grantor is prohibited from establishing or maintaining a Lawn on the Property, as set forth in 3.07. 4.05 Agricultural Production and Activities Grantor shall have the right to engage in all types of agricultural production as the term is presently referenced in §247 of the General Municipal Law and defined 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) of the Agriculture and Markets Law, now, or as said §301(2) may be amended. No future restriction in said laws or limitations in the definitions set forth in said laws shall preclude a use that is permitted under the current law as of the date of this Easement. 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. 10 Notwithstanding the definition of agricultural production in Chapter 70 of the Town Code or any successor chapter, structures shall be prohibited except as set forth in Section 4.06 herein and as permitted by the Town Code now or in the future on agricultural lands protected by a development rights easement or other instrument, including but not limited to farmstands. 4.06 Structures A. Allowable Improvements. Grantor shall have the right to erect, alter and maintain the following improvements on the Property, 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 Property, or on adjoining lands subject to a development rights easement or other conservation instrument; (ii) New construction, including drainage improvement structures, provided such structures are related to or accessory to agricultural production; (iii) Renovation, maintenance, alteration, expansion and repairs of any existing structures or structures built or permitted pursuant to this Section 4.06, provided the primary purpose of the structure remains agricultural; (iv) Additional types of structures, improvements or uses consistent with the purposes of this Easement which arise from future developments in agricultural production or scientific, mechanical or technological advances in agricultural production. B. Conditions. Any allowable improvements shall protect prime agricultural soils, agricultural production, and otherwise be consistent with the Purpose of this Easement. C. Environmental Sensitivity During Construction. The use'and location of any improvement permitted hereunder shall be consistent with the purposes intended herein, and construction of any such improvement shall minimize disturbances to the environment. Grantor shall employ 11 erosion and sediment control measures to mitigate any storm water runoff, including but not limited to minimal removal of vegetation, minimal movement of earth and minimal clearance of access routes for construction vehicles. D. Replacement of Improvements. In the event of damage resulting from casualty loss to an extent which renders repair of any existing improvements or improvements built or permitted pursuant to this Section 4.06 impractical, erection of a structure of comparable size, use, and general design to the damaged structure shall be permitted in kind and within the same general location, subject to the review and written approval of Grantee, pursuant to applicable provisions of the Town Code. 4.07 Notice Grantor shall notify Grantee, in writing, before the construction of any permanent or temporary structures as permitted in Section 4.06 herein and shall file all necessary applications and obtain all necessary approvals that may be required by this Easement or by the Town Code, and shall provide documentation as may be required for such applications. 4.08 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property, but only subject to this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification r or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting for the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder. 4.09 Further Restriction Nothing in this Easement shall prohibit or preclude Grantor from further restricting the use,_improvements or structures on the Property. Any such further restrictions shall be consistent with and in furtherance of the general intent and purpose of this Easement as set forth in Section 0.03. 12 ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments, subject, however, to Grantor's right to grieve or contest such assessment. The failure of Grantor to pay all such taxes, levies and assessments and other governmental or municipal charges shall not cause an alienation of any rights or interests acquired herein by Grantee. 5.02 Indemnification Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, arising from injury due to the physical maintenance or condition of the Property caused by Grantor's actions or inactions, provided same arises when Grantee or its agents is lawfully on the Property, or from any taxes, levies or assessments upon it or resulting from this Easemeni, all of which shall be considered Grantor's obligations. 5.03 Third Party Claims Grantor shall indemnify and hold Grantee harmless for any liability, costs, attorneys' fees, judgments, or expenses, charges or liens to Grantee or any of its officers, employees, agents or independent contractors, all of which shall be reasonable in amount, resulting: (a) from injury to persons or damages to property arising from any activity on the Property; and (b) from actions or claims of any nature by third parties arising out of the entering into or exercise of rights under this Easement, excepting any of those matters arising solely from the acts of Grantee, its officers, employees, agents, or independent contractors, or those matters arising when such persons are not lawfully on the property. Grantor as used in Section 5.02 and 5.03 shall refer only to the owner- of the Premises at the time the injury, damage, action or claim arose. 13 ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection Grantee shall have the right to enter upon the Property at reasonable times, upon prior notice to Grantor, and in a manner that will not interfere with Grantor's quiet use and enjoyment of the Property, for the purpose of inspection to determine whether this Easement and its purposes and provisions are being upheld. Grantee shall not have the right to enter upon the Property for any other purposes, except as provided in Section 6.02 and 6.03, or to permit access upon the Property by the public. Notwithstanding the above, Grantee's use of drones shall be limited to purposes of Enforcement of this Easement and to inspection under this Easement when traditional means are not available, and shall occur only with prior notice to Grantor and consent for same, which consent shall not be unreasonably withheld. 6.02 Restoration Grantee shall have the right to require the Grantor to restore the Property to the condition required by this Easement and to enforce this right by any action or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement, wind, weather or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons or to the Property or crops, livestock or livestock products resulting from such causes. 6.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement may be inadequate. Therefore, in addition to, and not as a limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's part to be observed or performed pursuant to this Easement is not cured by Grantor within thirty (30) days' notice thereof by Grantee or such longer period as is reasonable during which time Grantor is curing or attempting to cure such breach, default or violation, taking into account extreme weather conditions or catastrophic events (which such time period for notice is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's 14 reasonable judgment, requires immediate action to preserve and protect any of the agricultural values or otherwise to further the purposes of this Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, taking into account extreme weather conditions or other emergency conditions or other emergency or catastrophic events: (i) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or ' ermanent injunction, (ii) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To enforce any term provision, covenant or obligation in this Easement or to seek or enforce such other legal and/or equitable relief or remedies as Grantee reasonably deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. Grantor shall pay either directly or by reimbursement to Grantee, all reasonable attorneys' fees, court costs and other expenses incurred by Grantee (herein called "Legal Expenses") in connection with any proceedings under this Section, as approved by the Court. The cure period in this Section 6.03 may be extended for a reasonable time by Grantee if such restoration cannot reasonably be accomplished within thirty (30) days. 6.04 Notice All notices required by this Easement must be written. Notices shall be delivered by hand or by certified mail, return receipt requested, with sufficient prepaid postage affixed and with return receipts requested, or by nationally recognized overnight courier (USPS, Federal Express, etc.). 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 15 a accordance with this Section 6.04. Mailed notice to Grantee shall be addressed to its principal office recited herein, marked to the attention of the Supervisor and the Town Attorney, or to such other address as Grantee may designate by notice in accordance with this Section 6.04. Notice shall be deemed given and, received as of the date of its manual delivery or three business days after the date of its mailing. A copy shall also be sent electronically to: awickham@wgblawyers.com for the Grantor and to the Town Attorney and the Land Preservation Coordinator for the Grantee, or such other address provided to the other party by notice as set forth above. 6.05 No Waiver Grantee's exercise of one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or the delay in exercising any remedy shall not constitute a waiver of any other remedy or relief or the use of such other remedy or relief at any other time. 6.06 Extinguishment of Easement/Condemnation At the mutual request of Grantor and Grantee, a court with jurisdiction may, if it determines that conditions surrounding the Property have changed so much that it becomes impossible to fulfill the Purpose of this Easement described in Section 0.03, extinguish or modify this Easement in accordance with applicable law. The mere cessation of farming on the Property shall not be construed to be grounds for extinguishment of this Easement. If at any time the Property or any portion thereof shall be taken or condemned by eminent domain, by the Grantee or by any other governmental entity, then this Easement shall terminate with respect to the Property, or portions thereof so taken or condemned, and the Property shall not be subject to the limitations and restrictions of this Easement. In such event, the Grantor, its successors or assigns, shall not be required to pay any penalties, but the value of the Property shall reflect the limitations of this Easement. Any condemnation award payable to the Grantor shall be in proportion to the'value attributable to the residual agricultural value of the Property. If the condemnation is undertaken by an entity other than the Grantee, then the remaining portion of the condemnation award shall be payable to the Grantee in proportion to the value attributable to the development rights transferred hereby. 16 J ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Easement contains the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Easement and superseded by it. 7.02 ` Amendment . This Easement may be amended only with the written consent of Grantee and current owner of the Property and in accordance with any applicable State and local laws. Any such amendment shall be consistent with the Purpose of this Easement and shall comply with the Town Code and any regulations promulgated hereunder, and shall be duly recorded. This Easement is made with the intention that it shall qualify as a Conservation Easement in perpetuity under Internal Revenue Code §170(h). The parties agree to amend the provisions of this Easement if such amendment shall be necessary, to entitle Grantor to meet the requirements of §170(h). Any such amendment shall apply retroactively in the same manner as if such amendment or amendments had been set forth herein. 7.03 Alienation No property rights acquired by Grantee hereunder shall be alienated except pursuant to the provisions of Chapter 70 of the Town Code or any successor chapter and other applicable laws, upon the adoption of a local law authorizing the alienation of said rights and interest, following a public hearing and, thereafter, ratified by a mandatory referendum by the electors of the Town of Southold. No subsequent amendment of the provisions of the Town Code shall alter the limitations placed upon the alienation of those property rights or interests which were acquired by-the Town prior to any such amendment. In addition to the limitations set forth above, Grantee shall have the right to transfer all or part of this Easement to any public agency, or private non-governmental organization, that at the time of transfer is a "qualified organization" under §170(h) of the Internal Revenue Code, provided that transferee expressly agrees to assume the responsibility imposed on the Grantee by this Easement, whereupon all references to Grantee shall be to such entity. 17 r , Any easement transfer must be approved by the Grantor or any subsequent owner. If the Grantee ever ceases to exist, a court of competent jurisdiction may transfer this Easement to another qualified public agency that agrees to assume the responsibilities imposed by this Easement. 7.04 Severability Any provision of this Easement restricting Grantor's activities, which is determined to be invalid or unenforceable by a court shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court shall be severed from the other provisions, which shall remain enforceable and effective. \ 7.05 Governing Law New York law applicable to deeds to and easements on land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance. 7.06 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party whose attorney drafted it., If any provision of this Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the purposes of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited his right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 18 1 , 7.07 Public Access Nothing contained in this Easement grants, nor shall it be interpreted to grant, to the public, any right to enter upon the Property, or to use images of the Property. Grantee may use images of the Property only for non-commercial reporting of this Easement. 7.08 Reservation of a Future Trail Easement Notwithstanding the provisions contained in this Agreement, Grantors, their successors and assigns, at Grantors' sole discretion, may, in the future, grant additional interests and property rights to the Grantee for the purposes of establishing a pedestrian "Trail Easement" that is open and available for use by the general public over a portion of the Subject Area without the need for amendment or modification to this Agreement. Said future Trail Easement shall not be considered an alienation of interest or rights in real property acquired herein by the Grantee. Said future Trail Easement shall be for such consideration and subject to the terms mutually agreeable to the Grantors and the Grantee, but shall as a minimum include the following terms: A. The Trail Easement that shall not exceed twenty (20') feet in width and shall be designated and shown on a survey prepared by a licensed surveyor and at Grantee's expense. The future Trail Easement shall be located on a portion of the Subject Property mutually agreed upon by the Grantors and Grantee so that its use will not unreasonably interfere with the agricultural use of the Subject Property. B. Grantee shall have the right to create and construct a footpath/trail within the future Trail Easement in accordance with the standards and specifications of the Town of Southold C. The creation and construction of a footpath/trail within the future Trail Easement shall be contingent upon the actual establishment and linkage with other nearby and contiguous trails. D. Grantee's rights and liabilities to use, operate and maintain a footpath/trail within the future Trail Easement shall not become effective unless and until the footpath/trail is actually physically constructed as provided herein and the Town Board of the Town of Southold, duly acknowledges and accepts said pedestrian trail as part of the Town's trails system and map. 19 I E. The future Trail Easement shall not be utilized for any purposes other than providing a travel route for the general public for pedestrian activities and trail related activities, such as hiking, subject to the limitations of use, maintenance and improvement, as may be determined by the Town Board and agreed to by the Grantor. Access by the general public in or on motorized vehicles is expressly prohibited and no streets, roadways or other rights-of-way or easements for vehicular use shall be constructed or granted therein. F. Access by the general public to the future Trail Easement shall be only to and from contiguous greenbelt trails, public thoroughfares or other such officially designated access points. Access to and upon adjacent private lands-shall be expressly prohibited. Nothing in the future Trail Easement shall grant the general public the right to park vehicles on the adjoining private property or roads. Nothing herein shall require Grantor to grant a Trail Easement, nor shall this Reservation create any restriction on the Property or the consideration therefor, this provision being intended only to all such an easement grant and to confirm that such grant shall not be deemed an alienation of Development Rights granted by the Development Rights Easement. 7.09 Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 7.10 Recording Grantee shall record this Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York. 7.11 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Grand of Development Rights Easement on the day and year set forth above. (SIGNATURE PAGE FOLLOWS): 20 ACKNOWLEDGED AND ACCEPTED: MCCALL FAMILY HOLDINGS LIMITED PARTNERSHIP, LLLP, Grantor By: MCCALL FAMILY MANAGEMENT CO., LLL By: u sell C. McCall, Mc4nager ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: Albert J. 16rupski, Jr, Supervisor STATE OF NEW YORK) ,..... COUNTY OFSUFFOLK), SS.' On the 345" day of in the year2024 before me, the undersigned, personally appeared Russell C. McCall,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 individuals)acted, executed the instrument. Signatur%fce of individual taking acknowledgement Robe DeFrese Notary Public State of New York STATE OF NEW YORK ) Registration No.01 DE5035117 COUNTY OF SUFFOLK ) SS.' Qualified in Suffolk County Commission Expires Octo er 24,2026 On this.30 day of m� in the year 2024 before me, the undersigned" personally appeared AlbertJ. Krupski, 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/herjtheir signatures)on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, Signatur%>fce of individual taking acknowledgement Robert DeFrese Notary Public State of New York Registration No.01 DE5035117 21 Qualified in Suffolk County Commission Expires October 24,2026 4 b FIDELITY NATIONAL TITLE INSURANCE COMPANY 'TITLE NO. 7404-018049 SCHEDULE A (Description of the Land) For Tax Map ID(s): 1000-115.00-07.00-p/o 013.002 AMENDED 4/25/2024 ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at the comer formed by the intersection of the westerly side of Locust Avenue with the southerly side of Main Road and from said point or place of beginning; RUNNING THENCE along the westerly side of Locust Avenue South 8 degrees 11 minutes 10 seconds West 776.24 feet; THENCE North 86 degrees 08 minutes 00 seconds West 297.37 feet THENCE South 8 degrees 11 minutes 10 seconds West 297.45 feet THENCE North 86 degrees 08 minutes 00 seconds West 520.95 feet; THENCE North 7 degrees 43 minutes 50 seconds East 224.53 feet; THENCE South 89 degrees 28 minutes 40 seconds East 191.42 feet; THENCE North 5 degrees 06 minutes 40 seconds East 820.26 feet to the southerly side of Main Road; RUNNING THENCE easterly along the southerly side of Main Road South 87 degrees 26 minutes 20 seconds East 675.32 feet to the point or place of BEGINNING. THE POLICY TO BE ISSUED under this commitment will insure the title to such buildings and improvements on the premises which by law constitute real property. FOR CONVEYANCING ONLY: Together with all the right, title and interest of the party of the first part, of in and to the land lying in the street in front of and adjoining said premises. END OF SCHEDULE A Commitment for Title Insurance Printed: 04.25.24 @ 09:25 AM Schedule A-1 Description NY-FT-FRVH-01030.431004-SPS-1-24-7404-018049 I IIIIIII IIII IIIII IIIII IIIII IIIII IIIII IIIII'IIIII IIII III ,UN 1 , 2024 tND 1p, o�soutno�pEPt' IIIIIII 11111111111111 IN SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DECLARATION Recorded: 05/31/2024 Number of Pages: 10 At: 10:29: 07 AM Receipt Number : 24-0069838 LIBER: D00013250 PAGE : 991 District: Section: Block: Lot: 1000 115 .00 07 .00 013 .002 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $50 . 00 NO Handling $20.00 NO COE $5 . 00 NO NYS SRCHG $15. 00 NO TP-584 $0 . 00 NO Notation $0 . 00 NO Cert.Copies $12 .50 NO RPT $200 . 00 NO Fees Paid $302 .50 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL VINCENT PULEO County Clerk, Suffolk County Lr ,� Number of pages RECORDED 2024 May 31 10-29:��r AM This document will be'public ��ICE F EO LERK record. Please remove all }` OF NTY Social Security Numbers i D00013 50 prior to recording. r' 991 Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee Mortgage Amt. 1. Basic Tax Handling 20. 00 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. ✓� or EA-52 17 (County) ' Sub Total I Spec./Add. EA-5217 (State) TOT.MTG.TAX - ((��((�� Dual•Town Dual County R.P.T.S.A. �w Held for Appointment Comm. of Ed. 5. 00 10 Transfer Tax Affidavit y ' Mansion Tax IHDLt<('L The property covered by this mortgage i Certi Copes ' or will be improved by a one or tw NYS Surcharge 15. 00 family dwelling only. Sub Total YES ' or NO Other Grand Total e If NO,see appropriate-tax clause on • page# of t ' ins ent. 4 1 Dist. loo© � 5325978 1000 11500 0700 013002 5 Community Preservation Funt Real Property (i*� Consideration Amount $ Tax Service IIIII 'll" IIII' II"I . Agency CPF Tax Due $ Verification -- Improved 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD &RETURN TO: Vacant Land TD 0 79 TD NLY 11g71 TD Mail to: Vincent Puleo, Suffolk County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co. Name a -on� www.suffolkcountyny.gov/clerk Title# g Suffolk County Recording *& Endorsement Page This page forms part of the attached D�• &eAA-7T--S cam ioNs made by: (SPECIFY TYPE OF INSTRUMENT) inn//- T-eg The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO Iu the TOWN of a�� In the VILLAGE or HAMLET of IM 4 r-r,7-u C BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO.RECORDING OR FILING: iz-aioa..lo/oekk (over) • j IMPORTANT NOTICE • J If the document you've just recorded is your SATISFACTION OF-MORTGAGE, please be,aware of the following: If a portion of your monthly mortgage payment included your property. taxes, *you will now need to contact your local Town Tax Receiver so that you may be billed directly for all future property tax statements. Local property taxes are payable twice a year: on or before January 10th and on or before May 31st Failure to make payments in a timely fashion could result in a penalty. Please conitact your local Town Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes RiverlLead Town Receiver of Taxes 200 East Sunrise Highway 200 Howell Avenue North Lindenhurst, N.Y. 11757 Riverhead, N.Y. 11901 (631) 957-3004 (631) 727-3200 Brookhaven Town Receiver of Taxes Shelt r Island Town Receiver of Taxes One Independence Hill Shelt T Island Town Hall Farmjngville, N.Y. 11738 Shelter Island, N.Y. 11964 (631) 451-9009 (631) 749-,3338 East Hampton Town Receiver of Taxes Smit town Town Receiver of Taxes 300 Pantigo Place 99 W st Main Street East Hampton, N.Y. 11937 Smithtown, N.Y. 11787 (631) 324-2770 (631) 360-7610 Huntington Town Receiver of Taxes Sout ampton Town Receiver of Taxes 100 Main Street 116 Iiampton Road Huntington, N.Y. 11743 Sou lampton, N.Y. 11968 (631) 351-3217 (631) 283-6514 Islip Town Receiver of Taxes Southold Town Receiver of Taxes 40 Nassau Avenue 53095 Main Street Islip, N.Y. 11751 So ut old, N.Y. 11971 (631) 224-5580 (631) 765-1803 Sincerely, Vincent Puleo Suffolk County Clerk 12-0104..12/22kk Age DECLARATION OF COVENANTS AND RESTRICTIONS i THIS DECLARATION, made as of the 30th day of May, 2024, by McCall Family Holdings Limited Partnership LLLP, with an address of 3370 Panthersville Road, Decatur, Georgia 30034, hereinafter referred to as the "DECLARANT". WITNESSETH: WHEREAS, DECLARANT is the owner of certain real property situate at 19500 Main Road, Mattituck in the Town of Southold, County of Suffolk, and State of New York designated as part of SCTM #1000-115.-7-13.2, and described in the metes and bounds description attached at Exhibit"A" and made a part hereof(the"Property"); and WHEREAS, the Survey shows a Development Rights Easement Area of 14.77 acres and a Reserve Area (or Development Area) of 2.03 acres, both described in the metes and bounds description attached as Exhibits `B" and"C", respectively; and � r WHEREAS, the DECLARANT has granted` to the Town of Southold a Grant of Development Rights Easement,the Town Board of the Town of Southold(the"Town Board")has deemed it in the best interests of the Town of Southold(the"Town")and the owner and prospective owners of the Property,that the within covenants and restrictions be imposed on the Property, and as a condition of acceptance of the Grant of Development Rights Easement, the Town Board has required that the within Declaration be recorded in the Suffolk County Clerk's Office; and WHEREAS,the DECLARANT has considered the foregoing and has determined that this Declaration of Covenants and Restrictions will be in the interests of DECLARANT and subsequent owners of the Property; and NOW THEREFORE,be it declared as follows: The DECLARANT, for the purpose of carrying out the intentions above expressed does hereby make known, admit, publish, covenant and agree that the Property shall hereinafter be subject to the covenants and restrictions as set forth herein,which shall run with the land and shall be binding upon all purchasers and holders of the Property; their heirs, executors, legal representatives, distributees, successors and assigns,to wit: DECLARANT shall not sell,transfer,gift or otherwise relinquish ownership of the Reserve Area (Development Area), unless such is conveyed together with the Development Rights Easement Parcel (Area)into the same Grantor; and will not make an application for or seek any relief from the Town of Southold that would allow subdivision of the Reserve Area(Development Area) from the area subject to the Deed of Development Rights Easement. Notwithstanding, said Development Rights Easement Parcel is subject to the provisions set forth in Section 3.03 of the Grant of Development Rights Easement which reads as follows: ' r J 1 "3.03 Subdivision Except as provided in this Section 3.03,the Property may not be further subdivided pursuant to Town Law Section 265, 276 or 277 or 335 of the Real Property Law, as they may be amended, or any other applicable State or local law. "Subdivision" shall include the division of the portion of the Property from which the development rights area acquired into two or more parcels, in whole or part. Grantor may, subject to approval of the Planning Board of the Town of Southold and as otherwise required by applicable law,modify or alter lot lines between the Property and adjacent parcels, or subdivide the Property,provided that all resulting parcels contain at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. Notwithstanding this Section 3.03, upon death of Grantor or its Members, the underlying fee interest may be divided by conveyance of parts thereof to Grantor's partners, executor, trustee, heirs or next of kin by will or operation of law." The Reserve Area (Development Area) must always be associated with a Development Rights Easement Parcel which contains at least 10 acres of preserved agricultural land subject to a development rights easement or other conservation instrument. These covenants and restrictions shall be construed to be in addition to and not in derogation or limitation upon any local, state, and federal laws, ordinances, regulations or provisions in effect at the time of execution of this Declaration, or at the time such laws, ordinances, regulations and/or provisions may hereafter be revised, amended or promulgated. These covenants and restrictions shall- be enforceable by the Town of Southold, by injunctive relief or any other remedy in equity or at law. The failure of the Town of Southold or any of its agencies to enforce same shall not be deemed to affect the validity of this covenant nor to impose any liability whatsoever upon the Town of Southold or any officer or employee thereof. T If any section, subsection, paragraph, clause, phrase or provision of these covenants and ,restrictions shall, by a Court of competent jurisdiction, be adjudged illegal, unlawful, invalid or held to be unconstitutional, the same shall not affect the validity of these covenants as a whole or any other part or provision hereof other than the part so adjudged to be illegal, unlawful, invalid, or unconstitutional. This Declaration is made subject to the provisions of all laws required by law or by their provisions to be incorporated herein and they are deemed to be incorporated herein and made a part hereof, as though fully set forth. This Declaration shall run with the land and shall be binding upon DECLARANT, its successors and assigns, and upon all .persons or entities claiming under them, and may not be annulled, waived, changed, modified, terminated, revoked or amended by subsequent owners of the Property unless and until approved by a majority plus one vote of the Town Board or its legal successor, following a public hearing. IN WITNESS WHEREOF, the DECLARANT above named has duly executed the foregoing Declaration the day and year first above written. MCCALL FAMILY HOLDINGS LIMITED PARTNERSHIP, LLLP By: McCall F ' y Management Co., LLC l y: ussell C. McCall,-Manager STATE OF NEW YORK ) ) ss.. COUNTY OF SUFFOLK ) On the 3D day of MAY , 2024, before me, the undersigned, personally appeared Russell C. McCall, personally known to me or proved 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, and that such individual made such appearance before the undersigned. Notary Public Robert DeFrese Notary Public State of New York Registration No.01 DE5035117 Qualified in Suffolk County Commission Expires October 24,2026 Exhibit A ,l �r a 37 y �Y OVERALL DESCRIPTION: ALL that certain plot,piece or parcel of land, situate, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at the corner formed by the intersection of the westerly side of Locust Avenue with the southerly side of Main Road and from said point or place of beginning; RUNNING THENCE along the westerly side of Locust Avenue South 8 degrees 11 minutes 10 seconds West 1,073.69 feet; THENCE North 86 degrees 08 minutes 00 seconds West 818.32 feet; THENCE North 7 degrees 43 minutes 50 seconds East 224.53 feet; THENCE South 89 degrees 28 minutes 40 seconds East 191.42 feet; THENCE North 5 degrees 06 minutes 40 seconds East 820.26 feet to the southerly side of Main Road; RUNNING THENCE easterly along the southerly side of Main Road South 87 degrees 26 minutes 20 seconds East 675.32 feet to the point or place of BEGINNING. Exhibit B r ter" 1 s- r' r' -. f DEVELOPMENT RIGHTS EASEMENT AREA DESCRIPTION: ALL that certain plot,piece or parcel of land, situate, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at the corner formed by the intersection of the westerly side of Locust Avenue with the southerly side of Main Road and from said point or place of beginning; RUNNING THENCE along the westerly side of Locust Avenue South 8 degrees 11 minutes 10 seconds West 776.24 feet; THENCE North 86 degrees 08 minutes 00 seconds West 297.37 feet THENCE South 8 degrees 11 minutes 10 seconds West 297.45 feet THENCE North 86 degrees 08 minutes 00 seconds West 520.95 feet; THENCE North 7 degrees 43 minutes 50 seconds East 224.53 feet; THENCE South'89 degrees 28 minutes 40 seconds East 191.42 feet; THENCE North 5 degrees 06 minutes 40 seconds East 820.26 feet to the southerly side of Main Road; RUNNING THENCE easterly along the southerly side of Main Road South 87 degrees 26 minutes 20 seconds East 675.32 feet to the point or place of BEGINNING. i Exhibit C 1 J t� �J sa •RESERVE AREA DESCRIPTION t ALL that certain plot,piece or parcel'of land, situate, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at a point on the westerly side of Locust Avenue said point being 776.24 feet southerly from the corner formed by the intersection of the westerly side of Locust Avenue with the southerly side of Main Road; RUNNING THENCE,�along the westerly side of Locust Avenue; South 8 degrees 11 minutes 10 seconds West 297.45 feet; THENCE,North 86 degrees 8 minutes 00 seconds West 297.37 feet; RUNNING THENCE North 8 degrees 11 minutes 10 seconds East 297.45 feet; THENCE South 86 degrees 8 minutes 00 seconds East 297.37 feet to the point or place of BEGINNING. ALTA OWNER'S POLICY OF TITLE INSURANCE Policy Number: ,i„ Fidelity National Title Insurance Company 7404-018049 Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIDELITY NATIONAL TITLE INSURANCE COMPANY, a Florida corporation (the "Company') insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii)a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. AME0.ICAN Copyright American Land Title Association. All rights reserved. IAhU TITLE ASSOCIATION The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 05.28.24 @ 03:01 PM NY-FT-FRV H-01030.431004-S PS-27306-1-24-7404-018049 t FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided,in the Conditions. IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers. Fidelity National Title Insurance Company Issuing Office: By: Fidelity National Title Insurance Services, LLC 24 Commerce Drive Riverhead, NY 11901 Tel: (631)727-0600 Fax: (631)727-0606 Michael J. Nolan, President Countersigned By: Attest: Authorized Officer or Agent ttTLE, � Marjorie Nemzura, Secretary Date: ?0 Fidelity National Title Insurance Services, LLC SEAL Y 6 Y e 1 7 Steven Zeikowitz,Authorized Signatory, Authorized Signatory AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE ASS�LATitN The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06117/2006) Printed: 05.28.24 @ 03:01 PM NY-FT-FRVH-01030.431004-SPS-27306-1-24-7404-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 SCHEDULE A Qate�'of Policy 'Amountof Insurance`. M. May 30, 2024 $1,048,670.00 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this Policy is: Easement 3. Title is vested in: Town of Southold Easement made by McCall Family Holdings Limited Partnership, LLLP, who acquired title by deed from John Koehler and David J. Koehler, Co-Executors of the Last Will and Testament of Frederick W. Koehler aka Frederick W. Koehler, Jr. aka Buddy Koehler, Suffolk County Surrogate File#2021-5430 dated December 27, 2023 dated May 30, 2024 to be recorded in the Suffolk County Clerk's Office. 4. The Land referred to in this Policy is described as follows: See Schedule A(Continued), following. AMERICAN Copyright American Land Title Association. All rights reserved. Lnnn_TiTLE ASSOCIATION The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 05.30.24 @ 10:02 AM NY-FT-FRVH-01030.431004-SPS-27306-1-24-7404-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 SCHEDULE A (continued) AMENDED 4/25/2024 ALL that certain plot, piece or parcel of land, situate, lying and being in the Town of Southold, at Mattituck, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at the corner formed by the intersection of the westerly side of Locust Avenue with the southerly side of Main Road and from said point or place of beginning; RUNNING THENCE along the westerly side of Locust Avenue South 8 degrees 11 minutes 10 seconds West 776.24 feet; THENCE North 86 degrees 08 minutes 00 seconds West 297.37 feet THENCE South 8 degrees 11 minutes 10 seconds West 297.45 feet THENCE North 86 degrees 08 minutes 00 seconds West 520.95 feet; THENCE North 7 degrees 43 minutes 50 seconds East 224.53 feet; THENCE South 89 degrees 28 minutes 40 seconds East 191.42 feet; THENCE North 5 degrees 06 minutes 40 seconds East 820.26 feet to the southerly side of Main Road; RUNNING THENCE easterly along the southerly side of Main Road South 87 degrees 26 minutes 20 seconds East 675.32 feet to the point or place of BEGINNING. END OF SCHEDULE A AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE. A5.(CIAT(O The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 05.28.24 @ 03:01 PM N Y-FT-F RVH-01030.431004-S P S-27306-1-24-7404-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys'fees, or expenses that arise by reason of: 1. Rights of tenants and persons in possession. 2. Premises herein are listed as exempt/partially exempt from real estate taxes. Upon transfer of title, premises are subject to taxation on the full assessed valuation and said additional taxes shall be levied from the date of death or the transfer from the owner entitled to the exemption and to whom such exemption was duly granted. 3. Company excepts sewer charges that have not been specifically included on the tax report herein. 4. Survey made by Michael W. Minto, L.S.P.C. dated 04/19/2024 shows: agricultural field;fence up to 1.9 feet west and 5.4 feet onto Locust Avenue;fence at variation with southerly record line; fence 7.2 feet east of westerly record line;fence up to 2.8 feet south of northerly record line 5. Company does not insure that fence up to 5.4 feet east onto Locust Avenue can remain, undisturbed, in it's present location. 6. Declaration of Covenants and Restrictions dated May 30, 2024 to be recorded in the Suffolk County Clerk's Office. 7. Agreement in Liber 13249 Page 113. 8. Declaration in Liber 13249 Page 673. END OF SCHEDULE B FASERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE A510CIAT1I:: The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 05.30.24 @ 10:02 AM N Y-FT-FRV H-01030.431004-S P S-27306-1-24-7404-018049 STANDARD NEW YORK ENDORSEMENT (OWNER'S POLICY) Attached to and made a part of Policy Number: Issued By: Fidelity National Title 7404-018049 — Insurance Company 1. The following is added as a Covered Risk: "11. Any statutory lien arising under Article 2 of the New York Lien Law for services, labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 2. Exclusion Number 5 is deleted, and the following is substituted: 5. Any lien on the Title for real estate taxes, assessments, water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i)modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Fidelity National Title Insurance Company Dated: May 30, 2024 Countersigned By: � � Authorized Signatory Standard New York Endorsement(7/1/12) Printed: 05.28.24 @ 03:01 PM For use with ALTA Owner's Policy(6/17/06) NY-FT-FRVH-01030.431004-SPS-27306-1-24-7404-018049 POLICY AUTHENTICATION ENDORSEMENT Attached to and made a part of Policy Number: Issued By: Fidelity National Title 7404-018049 Insurance Company When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i)modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Fidelity National Title Insurance Company Dated: May 30, 2024 Countersigned By: 7 Authorized Signatory TIRSA Policy Authentication Endorsement(6/24/16) Printed: 05.28.24 @ 03:01 PM N Y-FT-F R V H-01030.4310 04-S P S-27306-1-24-7404-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees,or expenses that arise by reason of., 1. (a) Any law, ordinance,permit, or governmental regulation(including those relating to building and zoning)restricting, regulating, prohibiting, or relating to (i) the occupancy,use,or enjoyment of the Land; (ii) the character,dimensions,or location of any improvement erected on the Land, (III) the subdivision of land;or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects,liens,encumbrances,adverse claims,or other matters: (a) created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy(however, this does not modify or limit the coverage provided under Covered Risk 9 and 10);or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim,by reason of the operation of federal bankruptcy,state insolvency,or similar creditors'rights laws,that the transaction vesting the Title as shown in Schedule A,is (a) a fraudulent conveyance or fraudulent transfer,or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b),or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as"Date of Policy"in Schedule A. (c) "Entity": A corporation,partnership,trust,limited liability company,or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term"Insured"also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives,or next of kin; (B) successors to an Insured by dissolution,merger,consolidation,distribution,or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock,shares,memberships,or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured,provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity,or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to(A), (B), (C),and(D)reserving,however,all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge"or"Known": Actual knowledge,not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. AMERICAN Copyright American Land Title Association. All rights reserved. LANDT,TLE AMkOClATiOt' The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. It ALTA Owners Policy(06/17/2006) Printed: 05.28.24 @ 03:01 PM N Y-FT-F R V H-01030.4310 04-S P S-27 306-1-24-74 04-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 (continued) (g) "Land": The land described in Schedule A,and affixed improvements that by law constitute real property. The term"Land"does not include any property beyond the lines of the area described in Schedule A,nor any right,title,interest,estate,or easement in abutting streets,roads, avenues,alleys,lanes,ways, or waterways,but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage,deed of trust,trust deed,or other security instrument,including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. 0) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land,or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured,or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either(i)an estate or interest in the Land,or(ii)an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii)in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title,as insured,and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii)if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice,the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage,the Company may,at its option,require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien,encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state,to the extent possible,the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured,and subject to the options contained in Section 7 of these Conditions,the Company,at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title,as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy,whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection,it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy,the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion,to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals,the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding,including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i)in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii)in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute,or continue any litigation,with regard to the matter or matters requiring such cooperation. Copyright American Land Title Association. All rights reserved. L o TITLE A.tOL1ATlOti The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 05.28.24 @ 03:01 PM N Y-FT-F RVH-01030.431004-S PS-27306-1-24-7404-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 (continued) (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports,e-mails, disks,tapes, and videos whether bearing a date before or after Date of Policy,that reasonably pertain to the loss or damage. Further,if requested by any authorized representative of the Company,the Insured Claimant shall grant its permission, in writing,for any authorized representative of the Company to examine, inspect,and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless,in the reasonable judgment of the Company,it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties .as required in this subsection, unless prohibited by law or governmental regulation,shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY In case of a claim under this policy,the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition,the Company will pay any costs, attorneys'fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay;or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections(b)(i)or(ii),the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend,prosecute,or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance;or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title,as insured, (i) the Amount of Insurance shall be increased by Ten Percent(10%),and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title,or removes the alleged defect,lien,or encumbrance,or cures the lack of aright of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent,the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction,and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. r_ AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE NMVCIATKYI The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 05.28.24 @ 03:01 PM NY-FT-FRVH-01030.431004-S PS-27306-1-24-7404-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 (continued) 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed,or taken subject,or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title,and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions,the payment shall be made within thirty(30)days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property,to the extent of the amount of any loss, costs,attorneys'fees,and expenses paid by the Company. If requested by the Company,the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant,the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association("Rules"). Except as provided in the Rules,there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of insurance is Two Million and No/100 Dollars($2,000,000)or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of Two Million and No/100 Dollars($2,000,000)shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements,if any,attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy,this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person,or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i)modify any of the terms and provisions of the policy, (ii)modify any prior endorsement, (iii)extend the Date of Policy,or(iv)increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy,in whole or in part,is held invalid or unenforceable under applicable law,the policy shall be deemed not to include that provision or such part held to be invalid,but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW;FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore,the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES,WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Fidelity National Title Insurance Company P.O.Box 45023 Jacksonville,FL 32232-5023 Attn: Claims Department END OF CONDITIONS Copyright American Land Title Association. All rights reserved. LAIM1 TIT AND TIT E LE A55(�CIATIt�4 The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy(06/17/2006) Printed: 05.28.24 @ 03:01 PM N Y-FT-F R V H-0103 0.431004-S P S-27306-1-24-74 04-018049 FIDELITY NATIONAL TITLE INSURANCE COMPANY POLICY NO. 7404-018049 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys'fees, or expenses that arise by reason of: 1 ',, lan PnaA art peFseRS Fe-F,essession 3. y exemp rom rea es a e axes. pon raps er o I e, premises are o taxes shall e evlefrom death or ans er from the owner en I om such exemption was duly granted. in. 5. Survey made by Michael W. Minto, L.S.P.C. dated 04/19/2024 shows: agricultural field;fence up to 1.9 feet west and 5.4 feet onto Locust Avenue;fence at variation with southerly record line; fence 7.2 feet east of westerly record line; fence up to 2.8 feet south of northerly record line Insure a ence up o ee eas onto ocus venue c 's END OF SCHEDULE B AMERICAN Copyright American Land Title Association. All rights reserved. LAND TITLE ASSOCIATION' The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owners Policy(06/17/2006) Printed: 05.28.24 @ 03:01 PM NY-FT-FRVH-01030.431004-SPS-27306-1-24-7404-018049 CLOSING STATEMENT McCALL FAMILY HOLDINGS LIMITED PARTNERSHIP, LLLP to TOWN OF SOUTHOLD SCTM #1000-115.-7-13.2 Total Development Rights Easement— 14.77 acres Total Parcel Acreage— 16.79 acres Premises: 19500 NYS Route 25, Mattituck, New York Contract Executed: March 27, 2024 Closing Date: May 30, 2024 Southold Town Hall Annex Purchase Price of $1,048,670.00 (based upon 14.77 buildable acres @ $71,000 per buildable acre) disbursed as follows: Payable to McCall Family Hldgs Ltd Partnership LLLP $ 1,048,670.00 Check #155246 (5/30/2024) Expenses of Closing: Appraisal Payable to Lawrence Indimine Consult Corp $ 4,500.00 Check#154111 (1/16/2024) Survey Payable to Michael W Minto, LSPC $ 4,500.00 Check #155174 (5/21/2024) Check# [Pending]* SCTM #1000-115.-7-13.2 initial survey - $3800 SCTM #1000-115.-7-13.2 update for utility - $ 700 *To be determined when check is issued. Environmental Report (Phase I ESA) Payable to Cashin Associates PC $ 1,200.00 Check#154911 (4123/2024) Title Report #7404-018049 Payable to Fidelity National Title Ins Services $ 5,819.00 Check #155245 (5/30/2024) Title Insurance Policy $ 4,452.00 Municipal Totals i $ 162.00- Recording Service Fee $ 50.00 Recording Charges TP-584 $ 650.00 C&R's $ 505.00 Refund check recording fees $ 463.75 Title Closer Attendance Fee Payable to Robert DeFrese $ 250.00 ,Check #155244 (5/30/2024) 1 1 . Those present at Closing: Albert J. Krupski, Jr. Southold Town Supervisor Mary C. Wilson,,Esq. (via phone, if needed) Attorney for Town of Southold Russell C. McCall Seller Abigail A. Wickham, Esq. Attorney for Seller Robert DeFrese Title Company Closer Lilly McCullough Land Preservation Executive Assistant Cathy Kreshon Senior Office Assistant SvFFO( OFFICE LOCATION: LILLIAN F.McCULLOUGH ��O�o �QGyi► Town Hall Annex 54375 State Route 25 LAND PRESERVATION EXECUTIVE ASSISTANT .4 (comer of Main Rd&Youngs Ave) C* Southold,New York lillianm@southoldtownny.gov co Telephone(631)765-5711 MAILING ADDRESS: � �� P.O.Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD To: Albert J.Krupski Jr Tax Assessors Town Board Building Department Town Clerk Data Processing Land Preservation Committee Planning Board Town Attorney Trustees Town Comptroller Director of Public Works The Nature Conservancy Peconic Land Trust, Inc. Suffolk County Division of Real Estate From: Lillian F.McCullough, Land Preservation Executive Assistant Date: May 30,2024 Re: McCall Family Holdings Limited Partnership,LLLP to TOWN OF SOUTHOLD Development Rights Easement—14.77 acres Please be advised that the Town has acquired a development rights easement on the property listed below.If you would like any additional information regarding this purchase,please feel free to contact me. SCTM#: 1000-115.-7-13.2 LOCATION: 19500 Route 25,Mattituck EASEMENT ACREAGE: 14.77 Acres PROPERTY OWNER: McCall Family Holdings Limited Partnership, LLLP CONTRACT DATE: March 27,2024 CLOSING DATE: May 30,2024 PURCHASE PRICE: $ 1,048,670.00 per contract FUNDING: CPF 2%Land Bank MISCELLANEOUS: This parcel is on the Town's Community Preservation Project Plan List of Eligible Parcels.