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HomeMy WebLinkAboutQuad Enterprises c i I IIIIIII IIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIII IIII IIIIIIIIIIIIIIIIIIIIIIIII PIP i SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: DEED Recorded: 03/21/2024 Number of Pages : 6 At: 12 :50 :27 PM Receipt Number : 24-0036462 TRANSFER TAX NUMBER: 23-23777 LIBER: D00013240 PAGE : 923 District: Section: Block: Lot: 1000 055 . 00 05 .00 017 . 000 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $3,300,000 .00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $30 . 00 NO Handling $20 .00 NO COE $5 . 00 NO NYS SRCHG $15. 00 NO EA-CTY $5 . 00 NO EA-STATE $250 . 00 NO TP-584 $5. 00 NO Notation $0 .00 NO Cert.Copies $0 .00 NO RPT $200 .00 NO Transfer tax $13,200 .00 NO Comm.Pres $0 .00 NO Fees Paid $13,730 .00 TRANSFER TAX NUMBER: 23-23777 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL VINCENT PULEO County Clerk, Suffolk County i f Number of pages RECDF'C1EC? 2024 Mar 21 12:50a 27 PM This document will be public VINCENT PULED p CLERK OF record. Please remove all SUFFOLK COUNTY Social Security Numbers L D00013240 ' prior to recording. P 92.1DT# 3-21777 Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 1 FEES Page/Filing Fee Mortgage Amt. 1. Basic Tax Handling 20. 00 2. Additional Tax TP-584 S Sub Total Notation Spec./Assit. / or EA-5217(County) ,�_ Sub Total 0 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 Transfer Tax /Jj ZOO r Affidavit Mansion Tax ° ' M�ct➢� The property covered by this mortgage is Certified Copy or will be improved by a one or two NYS Surcharge 15. 00 _ family dwelling only. Sub Total YES or NO LZ Other Grand Total 0 G If NO, see appropriate tax clause on page# of this instrument. 4 Dist. 100( 24004331 loon 05500 ,0500 017000 5 Community Preservation Fund PTS Taal Pro Service y R CVA A 11111111111111111111111111IIIII11111111 Consideration Amount $ Ji.J0of 0ou 01-FEB- Agency ! CPF Tax Due $ Verification - = - - - -- ----' Improved 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD&RETURN TO: Vacant Land PAUL„M. DECHANCE, ESQ. TOWN OF SOUTHOLD TD/ 00 P.O. BOX 1179 TD SOUTHOLD, NY 11972 TD Mail to: Vincent Puleo, Suffolk County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co. Name ZENITH ABSTRACT, LLC www.suffolkcountyny.gov/clerk Title# ZA-9557-23 8 Suffolk County Recording & Endorsement Page This page forms part of the attached DEED made by: (SPECIFYTYPEOF INSTRUMENT) QUAD ENTERPRISES CO., LLC The premises herein is situated in SUFFOLK COUNTY, NEW YORK. TO In the TOWN of SOUTHOLD TOWN OF SOUTHOLD In the VILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over 1 IMPORTANT NOTICE If the document you've just recorded.is your SATISFACTION OF MORTGAGE, please be aware of the following: If a portion of your monthly mortgage payment included your property taxes, *you will now need,to contact your local Town Tax Receiver so that you maybe billed directly for all future property tax statements. Local property taxes are payable twice a year: on or before January 100, and on or before May 31n. ,Failure to make payments in a timely fashion could result in a penalty. Please contact your local Town Tax Receiver with any questions regarding property tax payment. Babylon Town Receiver of Taxes 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 Island 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)324-2770 (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, Vincent Puleo Suffolk County Clerk 12-0104..06106kd Standard N.Y.B.T.U.Form 8002-Bargain and Sale Deed,witkCovenatii against Grantor's Acts—Uniform Acknowledgment CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT-THIS INSTRUMENT SHOULD BE USED BY LAWYERS ONLY THIS INDENTURE, made the day of January, 2024, BETWEEN QUAD ENTERPRISES CO., LLC, a New York limited liability company with an address at 825 North Road, Greenport, New York 11944 party of the first part, and TOWN OF SOUTHOLD, a municipal corporation of the State of New York, with offices located at 54375 Main Street, Southold, New York 11971 party of the second part, WITNESSETH,that the party of the first part, in consideration of ten ($10.00) dollars and other valuable consideration paid by the party of the second part, does hereby grant and release unto the party of the second part, the heirs or successors and assigns of the party of the second part forever, ALL that certain plot, piece or parcel of land, with the, situate, lying and being in the Town of Southold in the County of Suffolk and State of New York, being more particularly bounded and described on Schedule"A" annexed hereto and made a part hereof. WHEREAS, this certain plot, piece or parcel of land more fully described herein, is being acquired with monies of the Town of Southold, it shall henceforth be used, managed, operated or disposed of in accordance with New York State Town Law and Southold Town Code. BEING AND INTENDED TO BE the same premises as conveyed to the party of the first part by deed dated October 3, 2006 and recorded in the Suffolk County Clerk's Office on October 31, 2006 in Liber 12476 at Page 638. SUBJECT TO COVENANTS, RESTRICTIONS, AGREEMENTS AND EASEMENTS OF RECORD, IF ANY. TOGETHER with all right, title and interest, if any, of the party of the first part in and to any streets and roads abutting the above described premises to the center lines thereof; TOGETHER with the appurtenances and all the estate and rights of the party of the first part in and to said premises; TO HAVE AND TO HOLD the premises herein granted unto the party of the second part, the heirs or successors and assigns of the party of the second part forever. AND the party of the first part covenants that the party of the first part has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as aforesaid. AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose. The word "party" shall be construed as if it read "parties"when ever the sense of this indenture so requires. IN WITNESS WHEREOF, the party of the first part has duly executed this deed the day and year first above written. IN PRESENCE OF QUIchael EN RPRISES CO., LLC By: E. Kontokosta, Managing Member ' f Title Number: ZA-9557-23 SCHEDULE A DESCRIPTION ALL that certain plot, piece or parcel of land, situate, lying and being at Southold, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the Southerly line of Middle Road at the Northeasterly corner of land now or formerly of Satkoski, said point of beginning being 621.00 feet, more or less, Easterly along said Southerly line from the extension Northerly of the Easterly line of Railroad Avenue (also known as Youngs Avenue), from said point of beginning; RUNNING THENCE along said Southerly line of Middle Road, North 67 degrees 31 minutes 50 seconds East a distance of 14.33 feet to a monument and land now or formerly of Klein; THENCE along said land now or formerly of Klein, two (2) courses as follows: 1. South 10 degrees 09 minutes 00 seconds East, a distance of 140.00 feet to a monument and; 2. North 75 degrees 33 minutes 10 seconds East, a distance of 489.05 feet to a monument; THENCE along land now or formerly of Goldsmith and along land now or formerly of Case, South 08 degrees 57 minutes 30 seconds East, a distance of,410.00 feet to a monument; THENCE along said land now or formerly of Case, North 81 degrees 16 minutes 50 seconds East a distance of 242.68 feet; THENCE along land of Schlachter, two (2) courses as follows: 1. South 02 degrees 30 minutes 40 seconds West, a distance of 360.23 feet; 2. South 87 degrees 29 minutes 20 seconds East a distance of 200.00 feet to the Westerly line of Boisseau Avenue; THENCE along said Westerly line of Boisseau Avenue, South 02 degrees 30 minutes 40 seconds West, a distance of 557.37 feet to a monument and land now or formerly of Laiso; THENCE along said land now or formerly of Laios, two (2) courses as follows: 1. South 78 degrees 27 minutes 30 seconds West, a distance of 358.60 feet to a monument; 2. South 06 degrees 34 minutes 00 seconds East, a distance of 125.00 feet to a monument and land now or formerly of C. Grattan; THENCE along said land now or formerly of C. Grattan, South 78 degrees 24 minutes 00 seconds West, a distance of 342.00 feet to a monument; 1 i THENCE along land now or formerly of C. Grattan and land now or formerly of R. Grattan, North 07 degrees 17 minutes 30 seconds West, a-distance of 383.10 feet to a monument; THENCE along said land of R. Grattan, South 77 degrees 58 minutes 40 seconds West, a distance of 535.41 feet to a monument and land now or formerly of Wilson; THENCE along said land of Wilson and along land now or formerly of The Town of Southold, North 08 degrees 10 minutes 00 seconds West, a distance of 150.00 feet to a monument and land now or formerly of Eugenie Teves; THENCE along said land now or formerly of Eugenie Teves, three (3) courses as follows: 1. North 77 degrees 58 minutes 40 seconds East, a distance of 25.06 feet to a monument and; 2. North 08 degrees 10 minutes 00 seconds West a distance of 539.99 feet to a monument; and 3. South 80 degrees 30 minutes 30 seconds West a distance of 175.05 feet to a monument on said Easterly line of Railroad Avenue; THENCE along said Easterly line of Railroad Avenue, North 08 degrees 10 minutes 00 seconds West, a distance of 15.00 feet to a monument and land now or formerly of Milovitch; THENCE along said land now or formerly of Milovitch and along said land now or formerly of Satkoski, North 80 degrees 30 minutes 30 seconds East, a distance of 620.60 feet to a monument; THENCE along said land now or formerly of Satkoski, North 10 degrees 09 minutes 00 seconds West, a distance of 532.14 feet to the point of BEGINNING. PARCEL II: ALL that certain plot, piece or parcel of land situate, lying and being in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the Easterly line of Railroad Avenue, also known as Youngs Avenue, about 950.00 feet Southerly along said line from Middle Road, being the Northwesterly corner of land conveyed by Kenneth L. Tuthill to the Town of Southold; and RUNNING THENCE along said Easterly line of Railroad Avenue, North 08 degrees 10 minutes 00 seconds West 547.73 feet; THENCE along land of the said Kenneth L. Tuthill parallel with and 15.00 feet Southerly from land now or formerly of Milovitch North 80 degrees 30 minutes 30 seconds East 175.05 feet; THENCE along said land now or formerly of Kenneth L. Tuthill parallel with and 175.05 feet Easterly from the said Easterly line or Railroad Avenue, South 08 degrees 10 minutes 00 seconds East 539.99 feet; 2 1 THENCE along said land now or formerly of Kenneth L. Tuthill and along said land of The Town of Southold, South 77 degrees 58 minutes 40 seconds West 175.40 feet to the point of BEGINNING. District 1000 Section 055.00 Block 05.00 Lot 017.000 FOR INFORMATION ONLY: Premises commonly known as: 1645 Boisseau Ave, Southold, NY 11971 BEING AND INTENDED TO DESCRIBE the same premises as conveyed to the Grantor herein by Deed in Liber 12476 Page 638 3 TO BE USED ONLY WHEN THE ACKNOWLEDGMENT IS MADE IN NEW YORK STATE State of New York, County of Suffolk ss: State of New York, County of Ss: On the I k day of January in the year 2024 On the day of in the year before me,the undersigned, personally appeared before me,the undersigned, personally appeared Michael E. Kontokosta personally known to me or proved to me on the basis of personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is satisfactory evidence to be the individual(s) whose name(s) is (are)subscribed to the within instrument and acknowledged to me (are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), 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 and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) 11 lioo uo individual(s), or the person upon behalf of whichat _ .1 Ivfduj s) acted, executed the instrument. aced, executed th 59str men � /� e s°`°�\�.•Qp45JIIS5/pN•,"Y/�°°i r a Suffolk C �c•�'A (signature and office of individual taking acknowledgment) (signature and office o ividual_takidg ackn Wtgjg ep.•t)� a(n = 0o ,O c 7 �9f m —It� 0, 0"s29050S e NFVI1 Y O�tee'a TO BE USED ONLY WHEN TIRtACKNOWLEDGMENT IS MADE OUTSIDE NEW YORK STATE State (or District,Territory, or Foreign Country)of SS: On the day of in the year before me,the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s) is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s)on the instrument,the individual(s),or the person upon behalf of which the individual(s)acted, executed the instrument, and that such individual made such appearance before the undersigned in the in (insert the City or other political subdivision) (and insert the State or Country or other place the acknowledgment was taken) (signature and office of individual taking acknowledgment) SECTION 055.00 BLOCK 05.00 BARGAIN AND SALE DEED LOTS 017.000 COUNTY OR TOWN of WITH COVENANT AGAINST GRANTOR'S ACTS Southold _ STREET ADDRESS Title No. 1645 Boisseau Avenue Quad Enterprises Co., LLC Southold TO Recorded at Request of Town of Southold COMMONWEALTH LAND TITLE INSURANCE COMPANY RETURN BY MAIL TO: Distributed by Paul M. DeChance, Esq. Town of Southold PO Box 1179 \ronmonwealth Southold, NY 11972 COMMONWEALTH LAND TITLE INSURANCE COMPANY RESERVE THIS SPACE FOR USE OF RECORDING OFFICE ;r SOUTHOLD -TAXES 2023-2024 FISCAL YEAR: 12/1/2023 to 11/30/2024 WARRANT DATE: 12/5/2023 STATE AID:CNTY$349,275,904 TWN$2,912,706 MAKE CHECKS PAYABLE TO: BANK BILL ogarty TAX MAP NUMBER Kelly J. F 6384 473889 55.-5-17 TO PAY IN PERSON: PROPERTY I,NFORMATIC+N: KELLYJ. Fogarty ACCOUNT08 53095 ROUTE 25 Mon-Fri 8:00 AM to 4:00 PM DIMENSION; 31: 31.35 Acres P.O. BOX 1409 (631)765-1803 Fax:(631) 765- ROLL SECTION: 1 CLASS:105-Vac farmland SOUTHOLD, NY 11971-0499 5189 LOCATION: 1645 Boisseau Ave MUNICIPALITY: Southold SCHOOL: 473805 Southold School PROPERTY OWNER: FULL MARKET VALUE: 1,649,123 UNIFORM% VALUE: 0.57 QUAD ENTERPRISES CO LLC LAND ASSESSMENT: 9,400 PO BOX 67 TOTAL ASSESSMENT: 9,400 ( GREENPORT, NY 11944 (EXEMPTION ;:VALUE', ."FULL-.VALUE'.TAX'P6RP6S0 '=L.;ti.. . -.__.. •- . CHANGE FROM ,•,.;TAXABLE;,VALUE, .. , . .', . ,_. ..,.,_.._, .... CEW'DESCRIPTI,ON.' TOTAI TAX-LEW '. ; .RATE' _ ,.. TAX AMOUNT '. ,.. _., PRIOR YEAR LEVY.. i'.:ORANITS" SUFFOLK COUNTYTAX , 49,036,632 0.0 9,400,00:,.,• 27.90100000 ; 262.27 SC COMMUNITYCOLLEGE 5,250'467 0.0 9,400.00 „K,. 1,95000000 18.41 MTA PAYROLL TAX 75,936 5.6 9,400:00 0:67500000 i 6.35 OUT OF CTY SCCC 78,910 -16.5 9,400.00,,;:. 0.70100000 6.59 NYS REAL PROP TAXLAW - •171,414 -76.1 9,400.00,.E 1.51100000 14.20 SOUTHOLD TOWN TAX''' I I i'39,009,772 3.4 9,400.00 349.93700000 3,289.41 SOUTHOLD SCHOOL 29,428,000 2.9 9,400.00 948.49200000 8,915.82 SOUTHOLD LIBRARY 1,155,057 2.4 9,400.00 37.22900000 349.95 SOUTHOLD FD 2,123,216 -0.3 9,400.00 66.67400000 626.74 SOUTHOLD PARK 354,127 2.0 9,400.00 19.64200000 184.63 SOLID WASTE DISTRICT 1,598,602 -24.1 9,400.00 14.92800000 140.32 i RECEIPT: Received:, 01/10/2024 1st Installment Individual Receipt#: 135083 via Counter from: EssekS,Hefter,Angel,Di Tilia&P Tax Amount $1,554.02 Check#2235 $10554.02 Total Paid: $1,554.02 Remaining 1st Installment Due(Excluding Penalty and Interest): $5,353.32 Remaining 2nd Installment Due(Excluding Penalty and Interest): $6,907.35 • i t • 1 I ti Printed On:01/11/2024 At:10:19:27 AM Closing Statement Seller: Quad Enterprises Co, LLC By: Michael Kontakosta Attorney: Anthony Pasca, Esseks, Hefter & Angel Purchaser: Town of Southold By: Paul DeChance & Julie McGivney Premise: 1645 Boisseau Avenue, Southold, NY 11971 Closing Date: January 11, 2024 Purchase Price: $3,300.000 Paid at closing to Esseks, Hefter, & Angel $3,300.00.00 Title Bill to Zenith Abstract $19,239.85 Seller paid seller portion RE taxes from 12/1/24 -1/11/24 directly to Tax Receiver. No other adjustments - TOWN OF SOUTHOLD I i VENDOR 005499 ESSEKS,HEFTER & ANGEL,LLP 01/10/2024 CHECK 154044 i ' FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT i I � I H 1620.2.400.720 2023-682 1645 BOISSEAU AVENUE 3,300,000.00 I TOTAL 3,300,000.00 ! . I I I I : 1 is •.:.;..�;,. �'t ter_r .. .:'} ,l-£•,r�,'-+;:;,r�.s;-, I .I i?.i'r?•:s�y:: :.3 4i iJ,t::.�;.i�1ss•; :;E:C:'�i'e K_ v.. ! ii Y;.:n rat =-`• •�.. I Z ;wiyY:';1 r4a.••..1.:i:'`&}:`' -i�:..Yi 1 i `.e •L'xx�ti'�4:�;?tc• .e"�:':'J';:"ix 1",�:,:;;`.: 'ys:�V> �,i I I I I � i I N I n JI I ____ ._..-------------------------- I I � � ________J_e�►— _____________..__________ :l --------------------------------- i t r , o c1aI4 o -e - o. ape] ' ar.. �© ® f. 3 n .8.. - . W t I TO1WN-.OFSOU1HOLD 'PRE-'PAID CHECKS: , 53095.MAIN ROAD,PO BOX:Y179,' 154.044 I SOUTHOLD,NY 1'1971.,0959 CHECK.NO;.'... I &T BANK" AMOUNT. . CUTCHOGUE,NY 11935 DATE 0 Ol/1;�0/2 24; : . 00 I -MI'LLION THREE HUNDRED.-.THOUSAND 'AND':0 0/10 0 DOLLARS: I : ESSEKS,HEFTER. & ANGEL,LLP PAY :r Aw TO THE. :' AS.ATTORNEY ORDER'. .;PO::$QX.::2 7 9 — RIVERHEAD NY .119.01 . .I A TOWN OF SOUTHOLD i i VENDOR 025068 ZENITH ABSTRACT, LLC 01/10/2024 CHECK 154046 • � I I I FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT ' 1 i H .1620.2.400.720 2023-682 1645 BOISSEAU AVENUE 19,239.85 I I � I i TOTAL 19,239.85 � I I I p� - n•''F, rSj '' I .�_L. ------------------------ ----- --------- t - ' `;fit ;: .: :}>rr: sispg;;:,;•.: :Y:: t (10 ,• ,I Yt .. li'j,r'''°S{-,:tf:.j"°.¢� -'a,�.TS`�.`4<,:. M:�• ';. .. ..•Il }`:. 1 ;�a'1 Fi .s.,�'��•:;h1LJ:•:�:j;�',_�,�': ie?Y+�,•:s�''�+' z.`':riz"i1=: i,,F� _au;:';^ !'K � I �'•.'Y '.t�,. L '\•'1 :�.+f.', i:t�;?��::,u.;;..r.;_„i 'r*;ri ti::: � I JK i I I j I I T n i I i I i . -�-- -------------------------------------------------------------... .................................. --------- ----------------------- - — i 1 i I — -1 0 o'^ o © 0 0 ® o Pa tl i 5309$MAIN:ROAD,PO BOX 1.1791' >. . •:, 'SOUTHOLO:NY.1 1 971-09 59 •.. . . CHECK:.;NO .M&T BANK :... �15:4 0.4 6 ;;. CUTCHOGUE,NY 11935 DATE AMOUNT 0 9 ..2 1:o4ii2o'. OL./10%2 24' I NINETEEN::.THOUSAND:.TWO.:.HUN'DRED THIRTY"NINE::AND' 85/•100 DOLLARS:.:: ' _ I I Ply ZENITH ABSTRACT,_ LLC > I •o TO Z'HE::' 85 ''SOUTH MAIN STREET' I ::;5-AYVII�IiE NY•1178.2..•I Off- - .. :�ro�,� •��Ot: ,• I Standard N.Y.B.T.U.Form 8002-Bargain and Sale Deed,with Covenant against Grantor's Acts—Uniform Acknowledgment CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT-THIS INSTRUMENT SHOULD BE USED BY LAWYERS ONLY THIS INDENTURE made the I 14� -day of January, 2024, BETWEEN QUAD ENTERPRISES CO., LLC, a New York limited liability company with an address at 825 North Road, Greenport, New York 11944 party of the first part, and TOWN OF SOUTHOLD, a municipal corporation of the State of New York, with offices located at 54375 Main Street, Southold, New York 11971 party of the second part, WITNESSETH,that the party of the first part, in consideration of ten ($10.00) dollars and other valuable consideration paid by the party of the second part, does hereby grant and release unto the party of the second part, the heirs or successors and assigns of the party of the second part forever, ALL that certain plot, piece or parcel of land, with the, situate, lying and being in the Town of Southold in the County of Suffolk and State of New York, being more particularly bounded and described on Schedule"A" annexed hereto and made a part hereof. WHEREAS, this certain plot, piece or parcel of land more fully described herein, is being acquired with monies of the Town of Southold, it shall henceforth be used, managed, operated or disposed of in accordance with New York State Town Law and Southold Town Code. BEING AND INTENDED TO BE the same premises as conveyed to the party of the first part by deed dated October 3, 2006 and recorded in the Suffolk County Clerk's Office on October 31, 2006 in Liber 12476 at Page 638. SUBJECT TO COVENANTS, RESTRICTIONS, AGREEMENTS AND EASEMENTS OF RECORD, IF ANY. TOGETHER with all right, title and interest, if any, of the party of the first part in and to any streets and roads abutting the above described premises to the center lines thereof; TOGETHER with the appurtenances and all the estate and rights of the party of the first part in and to said premises; TO HAVE AND TO HOLD the premises herein granted unto the party of the second part, the heirs or successors and assigns of the party of the second part forever. AND the party of the first part covenants that the party of the first part has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as aforesaid. l AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose. The word "party" shall be construed as if it read "parties"when ever the sense of this indenture so requires. IN WITNESS WHEREOF, the party of the first part has duly executed this deed the day and year first above written. IN PRESENCE OF QUAD EN RPRISES CO., LLC By: chael E. Kontokosta, Managing Member Title Number: ZA-9567-23 SCHEDULE A DESCRIPTION ALL that certain plot, piece or parcel of land, situate, lying and being at Southold, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the Southerly line of Middle Road at the Northeasterly corner of land now or formerly of Satkoski, said point of beginning being 621.00 feet, more or less, Easterly along said Southerly line from the extension Northerly of the Easterly line of Railroad Avenue (also known as Youngs Avenue), from said point of beginning; RUNNING THENCE along said Southerly line of Middle Road, North 67 degrees 31 minutes 50 seconds East a distance of 14.33 feet to a monument and land now or formerly of Klein; THENCE along said land now or formerly of Klein, two (2) courses as follows: 1. South 10 degrees 09 minutes 00 seconds East, a distance of 140.00 feet to a monument and; 2. North 75 degrees 33 minutes 10 seconds East, a distance of 489.05 feet to a monument; THENCE along land now or formerly of Goldsmith and along land now or formerly of Case, South 08 degrees 57 minutes 30 seconds East, a distance of 410.00 feet to a monument; THENCE along said land now or formerly of Case, North 81 degrees 16 minutes 50 seconds East a distance of 242.68 feet; THENCE along land of Schlachter, two,(2) courses as follows: 1. South 02 degrees 30 minutes 40 seconds West, a distance of 360.23 feet; 2. South 87 degrees 29 minutes 20 seconds East a distance of 200.00 feet to the Westerly line of Boisseau Avenue; THENCE along said Westerly line of Boisseau Avenue, South 02'degrees 30 minutes 40 seconds West, a distance of 557.37 feet to a monument and land now or formerly of Laioo; THENCE along said land now or formerly of Laios, two (2) courses as follows: 1. South 78 degrees 27 minutes 30 seconds West, a distance of 358.60 feet to a monument; 2. South 06 degrees 34 minutes 00 seconds East, a distance of 125.00 feet to a monument and land now or formerly of C. Grattan; THENCE along said land now or formerly of C. Grattan, South 78 degrees 24 minutes 00 seconds West, a distance of 342.00 feet to a monument; 1 THENCE along land now or formerly of C. Grattan and land now or formerly of R. Grattan, North 07 degrees 17 minutes 30 seconds West, a distance of 383.10 feet to a monument; THENCE along said land of R. Grattan, South 77 degrees 58 minutes 40 seconds West, a distance of 535.41 feet to a monument and land now or formerly of Wilson; THENCE along said land of Wilson and along land now or formerly of The Town of Southold, North 08 degrees 10 minutes 00 seconds West, a distance of 150.00 feet to a monument and land now or formerly of Eugenie Teves; THENCE along said land now or formerly of Eugenie Teves, three (3) courses as follows: 1. North 77 degrees 58 minutes 40 seconds East, a distance of 25.06 feet to a monument and; 2. North 08 degrees 10 minutes 00 seconds West a distance of 539.99 feet to a monument; and 3. South 80 degrees 30 minutes 30 seconds West a distance of 175.05 feet to a monument on said Easterly line of Railroad Avenue; THENCE along said Easterly line of Railroad Avenue, North 08 degrees 10 minutes 00 seconds West, a distance of 15.00 feet to a monument and land now or formerly of Milovitch; THENCE along said land now or formerly of Milovitch and along said land now or formerly of Satkoski, North 80 degrees 30 minutes 30 seconds East, a distance of 620.60 feet to a monument; THENCE along said land now or formerly of Satkoski, North 10 degrees 09 minutes 00 seconds West, a distance of 532.14 feet to the point of BEGINNING. PARCEL II: ALL that certain plot, piece or parcel of land situate, lying and being in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a monument on the Easterly line of Railroad Avenue, also known as Youngs Avenue, about 950.00 feet Southerly along said line from Middle Road, being the Northwesterly corner of land conveyed by Kenneth L. Tuthill to the Town of Southold; and RUNNING THENCE along said Easterly line of Railroad Avenue, North 08 degrees 10 minutes 00 seconds West 547.73 feet; THENCE along land of the said Kenneth L. Tuthill parallel with and 15.00 feet Southerly from land now or formerly of Milovitch North 80 degrees 30 minutes 30 seconds East 175.05 feet; THENCE along said land now or formerly of Kenneth L. Tuthill parallel with and 175.05 feet Easterly from the said Easterly line or Railroad Avenue, South 08 degrees 10 minutes 00 seconds East 539.99 feet; 2 i THENCE along said land now or formerly of Kenneth L. Tuthill and along said land of The Town of Southold, South 77 degrees 58 minutes 40 seconds West 175.40 feet to the point of BEGINNING. District 1000 Section 055.00 Block 05.00 Lot 017.000 FOR INFORMATION ONLY: Premises commonly known as: 1645 Boisseau Ave, Southold, NY 11971 BEING AND INTENDED TO DESCRIBE the same premises as conveyed to the Grantor herein by Deed in Liber 12476 Page 638 3 TO BE USED ONLY WHEN THE ACKNOWLEDGMENT IS MADE IN NEW YORK STATE State of New York, County of Suffolk ss: State of New York, County of SS: On the day of January in the year 2024 On the day of in the year before me,the undersigned, personally appeared before me,the undersigned, personally appeared Michael E. Kontokosta personally known to me or proved to me on the basis of personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is satisfactory evidence to be the individual(s) whose name(s) is (are)subscribed to the within instrument and acknowledged to me (are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), 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 and that by his/her/their signature(s) on the instrument, the individual(s),or the person upon behalf of which the individual(s) individual(s), or the person upon behalf of whilct�ati tl6a'i i(%f�fU S) acted, executed the instrument. ac ed, executed thg Instr men C' P �°�urr�j��✓ ,fPpr" (signature and office of individual taking acknowledgment) (signature and office o ividuaIJakiMg ack W* .G e'yr w I�.. y rn In . ..A Nay �i° sad, �° •'�, 2i1 p�•3 ��`„ .....,.((.+^,,l° TO BE USED ONLY WH it"ACX,- iNLEDGMENT IS MADE OUTSIDE NEW YORK STATE i State (or District,Territory, or Foreign Country)of ss: On the day of in the year before me,the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s)whose name(s) is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s)on the instrument,the individual(s),or the person upon behalf of which the individual(s)acted,executed the instrument, and that such individual made such appearance before the undersigned in the in (insert the City or other political subdivision) (and insert the State or Country or other place the acknowledgment was taken) (signature and office of individual taking acknowledgment) SECTION 055.00 BLOCK 05.00 BARGAIN AND SALE DEED LOTS 017.000 COUNTY OR TOWN of WITH COVENANT AGAINST GRANTOR'S ACTS Southold STREET ADDRESS Title No. 1645 Boisseau Avenue Quad Enterprises Co., LLC Southold TO Recorded at Request of Town of Southold COMMONWEALTH LAND TITLE INSURANCE COMPANY RETURN BY MAIL TO: Distributed by Paul M. DeChance, Esq. Town of Southold PO Box 1179 *�monwealth Southold, NY 11972 COMMONWEALTH LAND TITLE INSURANCE COMPANY RESERVE THIS SPACE FOR USE OF RECORDING OFFICE FOR COUNTY USE ONLY INSTRUCTIONS(RP-5217-PDF-INS):www,orps.state,ny.us New York State Department of C1,SWIS Code I , , I I t I Taxation and Finance C2.Date Deed Recorded I_ / L I Office of Real Property Tax Services Month pay Year RP- 5217-PDF C3.Book �f I I I LC4.Page I Real Property Transfer Report(8110) PROPERTY INFORMATION 1.Property 7.645 location Boisseau Avenue 'STREET NUMBER ' 13"fgEET NAME Southold •CITY OR TOWN 119 71 VILLAGE z.Buyer Town of Southold ZIP CODE Name 'LAST NAMEICOMPANY •'FIRST NAME LAST NAME/COMPANY FIRST NAME .. 3,Tax Indicate where future Tax Bills are to be sent Address Billing If other than buyer address(at bottom of form) LAST NAMEfCOMPAtV Address FIRST NAME . STREET NUMBER AND NAME CITY OR TOWN -� STATE ZIP CODE 4.Indicate the number of Assessment 1 Part of a Parcel (Only if Part of a Parcel)Check as they apply: Roll parcels transferred on the deed #of Parcels OR S.peed 4A.Planning Board with Subdivision Authority Exists Y Property FRONT FEET — 01R 31.35 4B.Subdivision Approval was Required for Transfer Size `DEPrIl 'ACRES 4C.Parcel Approved for Subdivision with Map Provided Quad Enterprises Co. , LLC 6.Seller LAST NAMEICOMPANY, Name F(RST N WE ., LAST NAME/COMPANY FIRST NAME `7.Select the description which most accurately describes the Check the boxes below as they apply: use of the property at the time of$ale; 0.Ownership Type Is Condominium D. Non-Residential Vacant Land 9,New Construction on a Vacant Land 10A,Property Located within an Agricultural District El 10B.Buyer received a disclosure notice indicating that the property is in an Agricultural District SALE INFORMATION 15•Check one or more of these conditions as applicable to transfer: 11,Sale Contract Data 0 9/2 2/2 O 2 3 A.Sale Between Relatives or Former Relatives B.Sale between Related Companies or Partners in Business. C.One of the Buyers is also a Seller `12.Date of SalelTransfar D.Buyer or Setter is Government Agency or Lending Institution E.Deed Type not Warranty or Bargain and Sale(Specify Below) `13.Full Sale Price 3,3 00, 0 00 F.Sale of Fractional or Less than Fee Interest(Specify Below) 00 -,G.Significant Change in Property Between Taxable Status and Sale Dates ('Full Sale Price is the total amount paid for the property including personal property, H.Sale Of Business is Included in Sale Price This payment may be in the form of cash,other property or goods,or the assumption of I. Other Unusual Factors Affecting Sale Price(Specify Below) mortgages or other obligations,)Please round to the nearest whole dollar amount. J,•None Comment(s)on Condition: 14.Indicate the value of personal property included In the sale 0 ,00 ASSESSMENT INFORMATION•Data should reflect the latest Final Assessment Roll and Tax Bill 16.Year of Assessment Roll from which Information taken(YY) 23 *17.Total Assessed Value 9,400 `18.Property Class 105 �.. •19,School District Name Southold `20.Tax Map Identifier(s)IRoll Identifier(s)(if more than four,attach sheet with additional identifier(s)) 1000••055.00-05.00-017.000 CERTIFICATION I Certify that all of the Items of information entered on this form are true and correct(to the best of my knowledge and belief)and I understand that the making of any willful false statement tatemen f material fact herein subject me to rho p[sLXit)Ions of the renal law ,relative to the making and filing of false instruments. SEt1 ER Si T RE i3tlYER GQNTACT It�FORM1"ATION Qom. erp ' (Enter information for the buyer,Note'If buyer is LLC,soclety,association,corporation,joint stock company,estate or entity that is not an individual agent or fiduciary,then a name and contact Information of an Individuavresponsibie y party who can answer questions regarding the transfer must be entered,Type or print clearly) SE- 'R SIGNATURE OArE Mic el E. Kontokg ,GlT gxlg Member Town of Southold 'LAST NAME' FIRST NAME U 'AREA CUCODE "A:LEdnOnE tJUMBER(p•:,a3pf,9;it ' Albert" �SIG. fttP)11_S_k�_i4J-r. , S ervi�fr 54375 Main Street •STREET NUMBER •STREET NAtAE --- Southold NY 1.1971 j 'CITY OR TOWN ' BUYER'S ATTORNEY sTATF. 'ZIP CODE 1 DeChance, Esq. Paul. M, yf I t i LAST NAME FIR61 NAME ti f (631) 765-1939 ( ! XRF,ACODE —' TLLEPHONENUMBER(E 99999999) Townships: East Hampton 0 Peconic Bay Region Riverhead 0 Shelter Island 0 Community Preservation Fund Southampton 0 Southold 11 Proceeds of this transfer tax are disbursed to the Townships in which the transaction takes place for its acquisition of land,development rights,and other interests in property for conservation purposes. Please print or type. Schedule A Information Relating to Conveyance Grantor Name(Individual;last,first,middle Initial) Social Security Number ❑ Individual Quad Enterprises Co., LLC ❑Corporation Mailingg address SocialSecurityNumber ❑ Partnership Pa Sox 67 (]Other City State ZIP code ❑Individual Town of Southold 1W Corporation Mailing address Socials ecurityNumber ❑ Partnership 54375 Main Street [-]Other City .Southold State ' TIP code Federal employer dent, 11971 Location and description of property conveyed Tax map designation Address Village Town Dist Section Block Lot 1000 055.00 05.00 i017.000 1645 Boisseau Avenue Southold ------------------ Type of property conveyed(check applicable box) ❑ Improved Date of conveyance Dual Towns: — p Vacant land � I] Residential month day yetl Commercial ----- •--- Condition of conveyance(check all that apply) X a.-Conveyance of fee interest b,-Acquisition of a f. -Conveyance which consists of a mere controlling Interest (state k.-Contract assignment change of identity or form of ownership or I. -Option assignment or surrender percentage acquired_%) organization m. Le-Leasehold assignment or surrender n.- c,-Transfer of a controlling interest(state g.-Conveyance for which credit(or tax Leasehold grant percentage transferred 90) previously paid will be claimed X d.-Conveyance to cooperative housing o• Conveyance of an easement p. corporation h.••Conveyance of cooperative apartment(s)1. Conveyance for which exemption is Syndication claimed(complete Schedule S.Part II) e.-Conveyance pursuant to or to lieu of j. -Conveyance of air rights or development foreclosure or enforcement of security rights q• Conveyance of property partly within and g interest partly without the state r. -Other(describe) Schedule B - Community Preservation Fund Part I-Computation of Tax Due 1. Enter amount of consideration for the conveyance(from line I TP584 Schedule 13) 1 3,300,600.00 2. Exemption(see below) — 3.Taxable consideration(subtract line 2 from line 1) 2 0.00 4.2%Community Preservation Fund RIVERHEAD(from line 3) 3 0.00 5.2.5%Community Preservation Fund EAST HAMPTON,SHELTER ISLAND,SOUTHAMPTON,SOUTHOLD 4 6.Property not subject to CPF Tax(See Schedule C) 6 a F-2- For recording-officer's use ^�gmountrecelved a'00 Date received Transaction number Allowance:(Effective 04/01/2023) Exemptions on Residential Property Only East,Hampton $400,000.00 Improved $100,000.00 Vacant Land (Unimproved) No exemption on conveyance greater than$2,000,000 Shelter Island $400,000.00 Improved $100,000.00 Vacant Land (Unimproved) No exemption on conveyance greater than$2,000,000 Southampton $400,000.00 Improved $100,000.00 Vacant Land (Unimproved) No exemption on conveyance greater than$2,000,000 Southold $200,000.00 Improved P $ 75,000.00 Vacant Land(Unimproved) No exemption on conveyance greater than$2,000,000 Exemptions on Residential and Commercial Property Riverhead $150,000.00 Improved $ 75,000.00 Vacant Land(Unimproved) Rev OS/30/2023 Schedule C - (continued) Part 11 -Explanation of Exemption Claimed in Part I,line 1(check any boxes that apply) The conveyance of real property is exempt from the real estate transfertax for the following reason: a.Conveyance is to the United Nations,the United States of America,the state of New York or any of their instrumentalities, agencies or political subdivisions (or any public corporation, including a public corporation created pursuant to agreement or compact with another state or Canada) x] b.Conveyance is to secure a debt or other obligation c,Conveyance is without additional consideration to confirm,correct,modify or supplement a prior conveyance d.Conveyance of real property is without consideration and not In connection with a sale,including conveyances conveying realty as bona fide gifts e,Conveyance is given in connection with a tax sale f.Conveyance is mere change of Identity or form of ownership or organization where there is no change in beneficial ownership. (This exemption cannot be claimed for a conveyance to a cooperative housing corporation of real property comprising the cooperative dwelling or dwellings,) g. Conveyance consists of deed of partition l J h.Conveyance is given pursuant to the federal bankruptcy act I.Conveyance consists of the execution of a contract to sell real property without the use or occupancy of such property or the granting of an option to purchase real property without the use or occupancy of such property j.Conveyance or real property which is subject to restrictions which prohibit the use of the entire property for any purposes except agriculture, recreation or conservation, pursuant to Section 1449-ee (2) (j) or (k) of Article 31-D of the Tax Law. (See required Town approval,below) k.Conveyance of real property for open space,parks,or historic preservation purposes to any not-for-profit tax exempt corporation operated for conservation,environmental,or historic preservation purposes. I.Other list explanations in space below(Grandfather/Contract) m.Conveyance of real property as a primary residence where the grantee is a first-time homebuyer .(attached approved application) n.Conveyance of real property to a tax exempt,not-for-profit corporation for the purpose of providing affordable housing. o.The conveyance is approved for an exemption from the Community Preservation Transfer Tax,under Section 1449-ee of Article 31-D of the Tax law.(See j in Schedule C) Town Attorney or other designated official Penalties and Interest Penalties Interest Any grantor or grantee failing to file a return or to pay any tax within Daily compounded interest will be charged on the amount of the the time required shall be subject to a penalty of 10% of the amount tax due not paid within the time required. of tax due plus an Interest penalty of 2% of such amount of each month of delay or fraction thereof after the expiration of the first month after such return was required to be filed or the tax became due. However, the interest penalty shall not exceed 25% in the aggregate. Sig ture (both the grantors) and grantee(s) must sign). T undersigned certify that the above return, including any certification, schedule or attachment, is to the best of his/her wlecQuad erpr ses true Co.d complgtg. LLLLII;; own off'Southold Y chael E. Kontokosta°rManaging Member Albert J. Ks�pWi, Jr, , Supervisor Grantor Grantee 12-02 a.WOU9 N Department of Taxation and Finance TP-584(9/19) Recording office time stamp y EW'W Combined Real Estate Transfer Tax Return, STATE Credit Line Mortgage Certificate, and Certification of Exemption from the Payment of Estimated Personal Income Tax See Form TP-584-1, Instructions for Form TP-584, before completing this form. Print or type. Schedule A— Information relating to conveyance GrantorlTransferor Name(ifindividual,last,first,middle initial)(❑ mark an X if more than one grantor) Social Security number(SSN) ❑ Individual Quad Enterprises Co., LLC ❑ Corporation Mailing address SSN ❑ Partnership PO Box 67 ❑ Estate/Trust City State ZIP code Employer Identification Number(EIN) ❑ Single member LLC Southold NY 11944 ❑x Multi-member LLC Single member's name if grantor is a single member LLC(see instructions) rantee rans eree Name(if individual,last,first,middle initial)(❑ mark an X if more than one grantee) SSN ❑ Individual Town of Southold ❑x Corporation Mailing address SSN ❑ Partnership 54375 Main Street ❑ Estate/Trust City State ZIP code EIN ❑ Single member LLC Southold NY 11971 ❑ Multi-member LLC Single member's name if grantee is a single member LLC(see instructions) Single member EIN or SSN ❑ Other Location and description of property conveyed Tax map designation— SWIS code Street address City,town, or village County Section, block & lot (six digits) (include dots and dashes) 055.00-05.00-017.000 1645 Boisseau Avenue Southold Suffolk 473889 Type of property conveyed (mark an X in applicable box) 1 ❑ One-to three-family house 6 ❑Apartment building Date of conveyance Percentage of real property 2 ❑ Residential cooperative 7 ❑ Office building conveyed which is residential 3 ❑ Residential condominium 8 ❑ Four-family dwelling 1 11 2024 real property 0% 4 ❑X Vacant land 9 ❑ Other month day year (see instructions) 5 ❑ Commercial/industrial Condition of conveyance f. ❑ Conveyance which consists of a I. ❑ Option assignment or surrender (mark an X in all that apply) mere change of identity or form of ownership or organization (attach m.❑ Leasehold assignment or surrender a. ® Conveyance of fee interest Form TP-584.1, Schedule F) b. ❑ Acquisition of a controlling interest state n. ❑ Leasehold grant cq 9 ( g. ❑ Conveyance for which credit for tax percentage acquired ON previously paid will be claimed(attach o. ❑ Conveyance of an easement Form TP-584.1, Schedule G) c. ❑ Transfer of a controlling interest(state h. ❑ Conveyance of cooperative apartment(s) p• ❑ Conveyance for which exemption percentage transferred /o) from transfer tax claimed (complete Schedule 8, Part 3) d. ❑ Conveyance to cooperative housing i. ❑ Syndication corporation q. ❑ Conveyance of property partly within and partly outside the state e. [IConveyance pursuant to or in lieu of J• ElConveyance of air rights or foreclosure or enforcement of security development rights r. ❑ Conveyance pursuant to divorce or separation interest(attach Form TP-584.1, Schedule E) k. ❑ Contract assignment s. El Other(describe) For recording officer's use Amount received Date received Transaction number Schedule B, Part 1 $ Schedule B, Part 2 $ Page 2 of 4 TP-584 (9/19) Schedule B— Real estate transfer tax return (Tax Law Article 31) Part 1 —Computation of tax due 1 Enter amount of consideration for the conveyance (if you are claiming a total exemption from tax, mark an X in the Exemption claimed box, enter consideration and proceed to Part 3) ................................ ❑ Exemption claimed 1. 3300000 00 2 Continuing lien deduction(see instructions if property is taken subject to mortgage or lien).......................................... 2. 0 00 3 Taxable consideration (subtract line 2 from line 1) ................................................................................................... 3. 3300000 00 4 Tax: $2 for each $500, or fractional part thereof, of consideration on line 3 ........................................................ 4. 13200 00 5 Amount of credit claimed for tax previously paid (see instructions and attach Form TP-584.1, Schedule G) ............... 5. 0100 6 Total tax due" (subtract line 5 from line 4) ................................................................................................................ 6. 13200 00 Part 2—Computation of additional tax due on the conveyance of residential real property for$1 million or more 1 Enter amount of consideration for conveyance (from Part 1, line 1) ....................................................................... F2. 00 2 Taxable consideration(multiply line 1 by the percentage of the premises which is residential real property,as shown in Schedule A)... 100 3 Total additional transfer tax due" (multiply line 2 by 1%(01)).................................................................................. 1, 3. 100, Part 3—Explanation of exemption claimed on Part 1, line 1 (mark an X in all boxes that apply) The conveyance of real property is exempt from the real estate transfer tax for the following reason: a. Conveyance is to the United Nations, the United States of America, New York State, or any of their instrumentalities, agencies, or political subdivisions(or any public corporation, including a public corporation created pursuant to agreement or compact withanother state or Canada) ............................................................................................................................................................ a b. Conveyance is to secure a debt or other obligation............................................................................................................................ b ❑ c. Conveyance is without additional consideration to confirm, correct, modify, or supplement a prior conveyance............................... c ❑ d. Conveyance of real property is without consideration and not in connection with a sale, including conveyances conveying realtyas bona fide gifts....................................................................................................................................................................... d ❑ e. Conveyance is given in connection with a tax sale............................................................................................................................. e ❑ f. Conveyance is a mere change of identity or form of ownership or organization where there is no change in beneficial ownership. (This exemption cannot be claimed for a conveyance to a cooperative housing corporation of real property comprising the cooperative dwelling or�dwellings.)Attach Form TP-584.1, Schedule F.................................................................... f El g. Conveyance consists of deed of partition.................................................................................... .................................................'..... g ❑ h. Conveyance is given pursuant to the federal Bankruptcy Act............................................................................................................. h El i. Conveyance consists of the execution of a contract to sell real property,without the use or occupancy of such property, or Elthe granting of an option to purchase real property,without the use or occupancy of such property................................................. i j. Conveyance of an option or contract to purchase real property with the use or occupancy of such property where the consideration is less than $200,000 and such property was used solely by the grantor as the grantor's personal residence and consists of a one-,two-, or three-family house, an individual residential condominium unit, or the sale of stock in a cooperative housing corporation in connection with the grant or transfer of a proprietary leasehold covering an individual residential cooperative apartment....................................................................................................................................... j ❑ k. Conveyance is not a conveyance within the meaning of Tax Law,Article 31, § 1401(e) (attach documents k Elsupporting such claim) ......................................................................................!.................................................................................... * The total tax (from Part 1, line and Part 2, line 3 above) is due within 15 days from the date of conveyance. Make check(s) payable to the county clerk where the recording is to take place. For conveyances of real property within New York City, use Form TP-584-NYC. If a recording is not required, send this return and your check(s) made payable to the NYS Department of Taxation and Finance, directly to the NYS Tax Department, RETT Return Processing, PO Box 5045,Albany NY 12205-0045. If not using U.S. Mail, see Publication 55, Designated Private Delivery Services. .l Page 3 of 4 TP-584 (9/19) Schedule C—Credit Line Mortgage Certificate (Tax Law Article 11) Complete the following only if the interest being transferred is a fee simple interest. This is to certify that: (mark an X in the appropriate box) 1. F The real property being sold or transferred is not subject to an outstanding credit line mortgage. 2. ❑ The real property being sold or transferred is subject to an outstanding credit line mortgage. However,an exemption from the tax is claimed for the following reason: a ❑The transfer of real property is a transfer of a fee simple interest to a person or persons who held a fee simple interest in the real property (whether as a joint tenant, a tenant in common or otherwise) immediately before the transfer. b ❑The transfer of real property is(A)to a person or persons related by blood, marriage or adoption to the original obligor or to one or more of the original obligors or(B)to a person or entity where 50%or more of the beneficial interest in such real property after the transfer is held by the transferor or such related person or persons (as in the case of a transfer to a trustee for the benefit of a minor or the transfer to a trust for the benefit of the transferor). c ❑The transfer of real property is a transfer to a trustee in bankruptcy,a receiver, assignee, or other officer of a court. d ❑The maximum principal amount secured by the credit line mortgage is $3 million or more, and the real property being sold or transferred is not principally improved nor will it be improved by a one-to six-family owner-occupied residence or dwelling. Note: for purposes of determining whether the maximum principal amount secured is$3 million or more as described above,the amounts secured by two or more credit line mortgages may be aggregated under certain circumstances. See TSB-M-96(6)-R for more information regarding these aggregation requirements. e ❑ Other(attach detailed explanation). 3. ❑ The real property being transferred is presently subject to an outstanding credit line mortgage. However, no tax is due for the following reason: a ❑A certificate of discharge of the credit line mortgage is being offered at the time of recording the deed. b ❑A check has been drawn payable for transmission to the credit line mortgagee or mortgagee's agent for the balance due,and a satisfaction of such mortgage will be recorded as soon as it is available. 4. ❑ The real property being transferred is subject to an outstanding credit line mortgage recorded in (insert liber and page or reel or other identification of the mortgage).The maximum principal amount of debt or obligation secured by the mortgage is . No exemption from tax is claimed and the tax of is being paid herewith. (Make check payable to county clerk where deed will be recorded.) Signature (both the grantors and grantees must sign) The undersi d certify that the above information contained in Schedules A, B, and C, including any return, certification, schedule, or attachme i to the best of their knowledge,true and complete, and authorize the person(s)submitting such form on their behalf to receive a cop for r oses o cordin the d ed or other instrument effecting the conveyance. Town of Southold qua �LCaging by; er by; �- � Z ' Supervisor Gra or sin ure Title Grant a signature Title Vchael E. Vonto�costa Albert J. Krupski, Jr. Grantor signature Title Grantee signature Title Reminder: Did you complete all of the required information in Schedules A, B, and C?Are you required to complete Schedule D? If you marked e, f, or g in Schedule A, did you complete Form TP-584.1? Have you attached your check(s) made payable to the county clerk where recording will take place? If no recording is required, send this return and your check(s), made payable to the NYS Department of Taxation and Finance, directly to the NYS Tax Department, RETT Return Processing, PO Box 5045,Albany NY 12205-0045. If not using U.S. Mail, see Publication 55, Designated Private Delivery Services. Page 4 of 4 TP-584 (9/19) Schedule D—Certification of exemption from the payment of estimated personal income tax(Tax Law Article 22 §663) Complete the following only if a fee simple interest or a cooperative unit is being transferred by an individual or estate or trust. If the property is being conveyed by a referee pursuant to a foreclosure proceeding, proceed to Part 2, mark an X in the second box under Exemption for nonresident transferors/sellers, and sign at bottom. Part 1 —New York State residents If you are a New York State resident transferor/seller listed in Form TP-584, Schedule A(or an attachment to Form TP-584), you must sign the certification below. If one or more transferor/seller of the real property or cooperative unit is a resident of New York State, each resident transferor/seller must sign in the space provided. If more space is needed, photocopy this Schedule D and submit as many schedules as. . necessary to accommodate all resident transferors/sellers. Certification of resident transferors/sellers This is to certify that at the time of the sale or transfer of the real property or cooperative unit, the transferor/seller as signed below was a resident of New York State, and therefore is not required to pay estimated personal income tax under Tax Law§663(a) upon the sale or transfer of this real property or cooperative unit. Signature Print full name Date Signature Print full name Date Signature Print full name Date Signature Print full name Date Note: A resident of New York State may still be required to pay estimated tax under Tax Law§685(c), but not as a condition of recording a deed. Part 2—Nonresidents of New York State If you are a nonresident of New York State listed as a transferor/seller in Form TP-584, Schedule A(or an attachment to Form TP-584) but are not required to pay estimated personal income tax because one of the exemptions below applies under Tax Law§663(c), mark an X in the box of the appropriate exemption below. If any one of the exemptions below applies to the transferor/seller,that transferor/seller is not required to pay estimated personal income tax to New York State under Tax Law§663. Each nonresident transferor/seller who qualifies under one of the exemptions below must sign in the space provided. If more space is needed, photocopy this Schedule D and submit as many schedules as necessary to accommodate all nonresident transferors/sellers. If none of these exemption statements apply,you must complete Form IT-2663, Nonresident Real Property Estimated Income Tax Payment Form, or Form IT-2664,Nonresident Cooperative Unit Estimated Income Tax Payment Form. For more information, see Payment of estimated personal income tax, on Form TP-584-I, page 1. Exemption for nonresident transferors/sellers This is to certify that at the time of the sale or transfer of the real property or cooperative unit,the transferor/seller(grantor)of this real property or cooperative unit was a nonresident of New York State, but is not required to pay estimated personal income tax under Tax Law §663 due to one of the following exemptions: The real property or cooperative unit being sold or transferred qualifies in total as the transferor's/seller's principal residence (within the meaning of Internal Revenue Code, section 121)from to (see instructions). Date Date ❑The transferorlseller is a mortgagor conveying the mortgaged property to a mortgagee in foreclosure, or in lieu of foreclosure with no additional consideration. ❑The transferor or transferee is an agency or authority of the United States of America,an agency or authority of New York State, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, or a private mortgage insurance company. Signature Print full name Date Signature Print full name Date Signature Print full name Date Signature Print full name Date rr>t^ 25.Hyatt Street-'Suite 301 fi Staten Island,NY'10301 MUNICIPAL DATA Phone (718)°.815-0707 SERVICES Fax-(718Y 81579101 -www.munidata.com Set forth below are the unpaid taxes,water rates, assessments which are properly filed and indexed liens as of the date of this search. -CONTIN: 1/3/2024- ` County: SUFFOLK Title Number: ZENITH ZA-9557-23 Swis Code 473889 Town/City: TOWN OF SOUTHOLD Area: SOUTHOLD (NOT INC) Address: 1645 BOISSEAU AVENUE Owner: QUAD ENTERPRISES CO LLC Tax Class: 105 AGRICULTURAL VACANT LAND(PRODUCTIVE) School Dist: 05-SOUTHOLD �2317-a2-� 3., g( � • to District: 1000 Acreage: 31.35 Section: 055.00 Item#: Block: 05.00 Land AV: - 9,400 p �a 2l -o Lot: 017.000 Total AV: 9,400 I Exemptions: NON EXEMPT Z) �ol.��-7• 3 5 ap4irn oW-t- 5 2022/2023 TOWN AND SCHOOL TAXES TOTAL: $13,507.82 YEAR: 12/1-11/30 1ST HALF: $6,753.91 PAID 1/10/2023 DUE: 12/1 2ND HALF: $6,753.91 PAID 5/30/2023 DUE: 5/1 PRIOR TOWN AND SCHOOL TAXES PAID. 00 WATER DISTRICT: SUFFOLK COUNTY WATE AUTHORITY ,�,(f BILLING INFORMATION UNAVAILABLE E/� O7 SUBJECT TO FINAL READING Q� PRESENT BILL/RECEIPT-AT CLOSING POSTING DATE: 9/26/2023 SUBJECT TO CONTINUATION CURRENT SEWER USAGE CHARGES ARE NOT INCLUDED IN THIS TAX SEARCH. MDS DOES NOT SEARCH SAME UNLESS SEWER SEARCH IS SPECIFICALLY REQUESTED.BOTH PRIVATE AND MUNICIPAL WATER DISTRICTS CAN RE-LEVY UNPAID CHARGES TO A FUTURE TAX B L'L IN D!UP-TO-DATE BILL OR RECEIPT MUST BE PRODUCED AT CLOSING. Our policy does not insure against such items which have not become a lien up to the date of policy or installments due after the date of the policy.Neither our tax search nor our policy covers any part of streets on which the premises to be insured abut. Recent payments of.any open items returned on this tax search may not be reflected on the public records.Therefore,please request the seller or borrower to have receipts for bills available at the closing. MUNICIPAL DATA SERVICES,INC. ova 4100727 16366160 �� Page 1 of 2 Zenith Abstract, LLC as agent for Stewart Title I �surance Company STATE OF NEW YORK ) TITLE NO: ZA-9557-23 Suffolk ) ss. COUNTY OF ) Michael E. Kontokosta , being duly sworn according to law deposes and says: Managing Member of the LLC I reside at 825 North Road, Greenport, NY and an tha/owner(�q in fee simple of premises known as 1645 Boisseau Ave, Southold, N.Y. more particularly described in the above numbered title insurance commitment- and the LLC 1. That �the same#w as the grantee of said pr mises who acquired title by deed recorded in Liber/Reel/CRFN 12476 , page 638 and the same part3*wfiemes is/certified in the Schedule A of said title insurance commitment. th LLC is 2. That k grantor herein affd=We not a foreign-ali n person. the LLC 3. That since the timelM acquired title, its possession thereof hal been peaceable and undisturbed, and the title thereto has never been disputed, questioned or ejected, nor insurance thhIereof refused. I know of no facts by reason of which said possession or title might be called into question, or by reason of which any claim to any part of said premises or any interest herein adverse to it might be set up. No proceedings in bankruptcy have ever been instituted by or against it in any court. There are no federal tax claims or liens assessed or�iled against it. There are no judgments against it unpaid or unsatisfied of record entered in any court of this state, or of The 6nited States, and said premises are, as far as I know, free from all claims, rights, liens, encumbrances and defects in t tle except those set forth in the title report. 4. That the legal formation of the entity remains in full force and eff ct and no proceeding is pending for its dissolution or annulment. That all state and local taxes and/or fees due and p yable by said entity have been paid in full. That there have been no changes to the entity articles and agreements submitted to the Company for consideration. (strike if inapplicable) 5. [ ](initial) That there are presently no tenan s in said premises. Each of said tenants, if any, is either (a) in possession under a lease containing a standard subordination clause fully and unconditionally subordinating said lease to all existing and future mortgages, or(b) is a statutory to iant. All persons in possession are in possession as tenants only. There are no assignments of rent, options to purchase or rights of first refusal either pursuant to written leases or by separate agreements. OR i tenant re Bssess;en and Fie e tstaiqding leases. All 6. That it has never received a notice for sidewalk repair, installation and/or capital improvement. 7. That I/we have not been known by any other name for the last ten years except and there are no judgments, environmental control board judgments, parking violations bureau judgments, and other special municipal judgments, Federal or State liens or warrants against me, and any and/or all of the foregoing appearing in the above captioned report of title are not against your deponent, but agair st a party of the same or similar name and that I have never resided,worked at or done business at any of the addres es stated in said report. 8. That no work has been done upon the premises that may result or has resulted in the filing of a mechanics lien within the permissible period for filing. 9. That there are no street vaults, openings under the sidewalk, si ewalk notices and/or assessments regarding the repair or installation of sidewalks or curbs. 10. T Ftly and 3 New York Tax Lawn Section 1409(a) LLC Grantor or Grantee of 1 to 4 Family Residential property This document is accompanying Form TP584 and is submitted in compliance with Tax Law Section 1409(a). l � The El Grantor 0 Grantee is Quad Enterprises Co., LLC The names and business addresses of all members, managers, and any other authorized persons of such limited liability company are as follow: Name Business Address Michael E. Kontokosta 825 North Road, PO Box 67, Greenport, NY 11944 Constantine E. Kontokosta 825 North Road, PO Box 67, Greenport, NY 11944 Anna Kontokosta 825 North Road, PO box 67, Greenport, NY 11944 --entity or rtn shareholders, directors, officers, members, managers, and partners are as follow: 1. [ ](initial) That there is no real estate tax exemption or abatement. [ ](initial) That the grantor herein is the party entitled to the tax exemption, to wit: a exemption or abatement. 12. No proceedings in bankruptcy have ever been instituted by or against me nor have ever made an assignment of rents of said premises or an assignment for the benefit of creditors. 13. No other valid Contract of Sale exists for the within described premises other than the one executed between the sellers and buyers herein. �4. [ ](initial) There is a private meter currently servicing the premises described herein. ](initial) There is a meter servicing the premises described herein. Meter# Deponent has not received any notices concerning outstanding water and sewer charges. 15. (strike if inapplicable) That said property is encumbered with that certain mortgage between (Mortgagor) and (Mortgagee) in the amount of dated and recorded in Liber/Reel/CRFN , at page That I/we have not made any payments or said mortgage or the obligation thereunder, that not demand has been made for payment thereunder by the mortgagee or anyone on their behalf and no action has been threatened or commenced to foreclose the mortgage or to collect the mortgage debt. If Agent/Underwriter is required to obtain a duplicate satisfaction and record same that I/we will pay for the duplicate satisfaction, if necessary, and for the recording of same up,to a cost not to exceed $850.00. 16. That if the amount requested to pay off any existing debts is insufficient, I/we agree to immediately pay any additional funds necessary to satisfy the debt. _. 17. That I make this affidavit to induce Stewart Title Insurance Company to insure title to the aforesaid premises knowing they will rely upon the foregoing statements and that this affidavit is made under penalties for perjury. 18. 1/We hereby agree to indemnify Zenith Abstract, LLC and Stewart Title Insurance Company for all loss, cost or damage which it may sustain as a result of any statements in this affidavit being false or fraudulent. 19. 1 authorize the Agency to retain any recording overage under$10.00., 20. That my/our Social Security Numbers are correct on the TP-584 form accompanying the Deed of even date herewith, or, if this is a refinance, correct on my 1003 Uniform Loan Application provided to Lender 21. All photographic identification we have supplied (see copies) is authentic. 22. I/we hereby represent that wherever I/we have affixed my/our signature in connection with this transaction (including but not limited to any instruments.to be,recorded such as a deed or more ge, Powers of Attorney, etc.) same has been acknowledged live and in-person and NOT remotely or online. d E t r ses Co, LLC by: hael E. Kontokosta, Managing Member Sworn to before me on January �_, 2024 'N14 NOTARY PUBLIC .4 :.. AFFIDAVIT STATE OF NEW YORK ) SS . . COUNTY OF SUFFOLK ) MICHAEL E. KONTOKOSTA, being duly sworn, deposes and says : I am one of the Managing Members of QUAD ENTERPRISES CO. , LLC (herein "LLC" or "Limited Liability Company" ) . The LLC is the owner of vacant land located at 1645 Boisseau Avenue, Southold, County of Suffolk and State of New York and identified on the Suffolk County' Tax Map as District 1000, Section 055 . 00 , Block 05 . 00 , Lot 017 . 000, (herein "Property" ) being conveyed by the LLC to the Town of Southold, to be insured 'by Stewart Title Insurance Company through its agent, Zenith Abstract, LLC, under title number ZA-9557-23 . At the inception of the Limited Liability Company, and pursuant to the Operating Agreement, the Managing Members, of the LLC are Michael E. Kontokosta and Constantine E. Kontokosta, and they continue to be the Managing Members of the LLC. Pursuant to the terms of the Operating Agreement, each Managing Member has the authority to sign agreements and other instruments on behalf of the LLC, without the signature of the other Managing Member or any other Member. Since its inception, the Operating Agreement of said Limited Liability Company has not been amended. The Limited Liability Company was duly organized pursuant to the laws of the State of New York, that it has not been altered or changed since its creation, and that it is a valid and subsisting Limited Liability Company which has not been terminated by law or otherwise . This affidavit is given knowing that Stewart Title Insurance Company will rely on its cont is to insure title to said Property. M chael E. Kontokosta Sworn to before me this day of January, 2024 . z , Notary Public RESOLUTION OF QUAD ENTERPRISES CO., LLC The undersigned, being one of the Managing Members of Quad Enterprises Co., LLC, (herein "LLC"), with an address of PO Box 67, Greenport,NY 11944, pursuant to Section 407 of the Limited Liability Company Law of the State of New York, does hereby consent, without a meeting of the members, to adoption of the following resolution: 1.- It is hereby resolved that Quad Enterprises Co., LLC authorizes the sale of its vacant property located at 1645 Boisseau Avenue, Southold, NY, to the Town of Southold, for a total purchase price of$3,300,000.00. 2. It is further resolved that, in the event that Michael E. Kontokosta, as a Managing Member, with the authority to sign agreements and other instruments on behalf of the LLC without the signature of the other Managing Member or any other Member, cannot attend the closing of title, the LLC appoints Anthony C. Pasca or Lauren K. Petersen as Authorized Signatories, each being able to act separately, for the LLC, and sign all necessary documents on behalf of the LLC. QUAD E /TE �ISESCO., �� By: chael E. Kontokosta, Managing Member J A TOWN OF SOUTHOLD VENDOR 025068 ZENITH ABSTRACT, LLC - 01/10/2024 CHECK 154046 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H .1620.2 .400 .720 2023-682 1645 BOISSEAU AVENUE 19,239.85 TOTAL 19,239.85 rn L M n h c ( "ti ,��5 �:x° TOWN OF SOUTHOLD PRE-PAID CHECKS 53095 MAIN ROAD,PO BOX 1179 SOUTHOLD,NY 11971-0959 CHECK NO. 154046 M&T BANK iCUTCHOGUE,NY 11935 1 DATE AMOUNT 10-4i220 01/10/2024 $19,239. 85 NINETEEN THOUSAND TWO HUNDRED THIRTY NINE AND 85/100 DOLLARS Milt u^ 1 yam. 'pqy ZENITH ABSTRACT, LLC ocoo ` G �` V TO THE 85 SOUTH MAIN STREET "O ' 1i OO y, RDER SAYVILLE NY 11782 i A TOWN OF SOUTHOLD VENDOR 005499 ESSEKS,HEFTER & ANGEL,LLP 01/10/2024 CHECK 154044 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H .1620 .2 .400.720 2023-682 1645 BOISSEAU AVENUE 3,300, 000.00 TOTAL 3,300, 000 .00 m - a rn t2 m t` I��, C`' 0 n `ry III Q 5'$ Q '•)r d q I �s �i4af 41 [I,__� sites' Q�" C 3� TOWN OF SOUTHOLD PRE—PAID CHECKS 53095 MAIN ROAD,PD BOX 1179 SOUTHOLD,NY 11971-0959 CHECK NO. 154 044 M&T BANK CUTCHOGUE,NY 11935 1 DATE AMOUNT 10-4/220 01/10/2024 $3,300, 000 . 00 THREE MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS I I �o10-1` OL,�cOGy� i PAY ESSEKS,HEFTER & ANGEL,LLP G�✓�`^�/ TO THE AS ATTORNEYrft OORDER PO BOX 279 RIVERHEAD NY 11901 M A Zenith Abstract, LLC 85 South Main Street, Sayville, NY 11782 • Phone No. 631-828-8777• Fax No.631-828-8779 Title No.: ZA-9557-23 Client: Paul M DeChance,Esq. TITLE CLOSING INVOICE Applicant: TOWN OF SOUTHOLD Closing Date: Seller's Attorney: Anthony C.Pasca,Esq. Salesperson: ' Premises: 1645 Boisseau Ave,Southold,NY 11971 Dist.1000 Sec.055.00 Block 05.00 Lot 017.000 Owners: QUAD ENTERPRISES CO.,LLC Buyers: TOWN OF SOUTHOLD 77 7-1 CHARGE DESCRIPTION Policy Preinluins A` Fee Simple Policy for Owners Policy Premium $12,285.00 $3,300,000.00(Premium $12,285.00) Endorsements""- ;' Underwriter Compensation v $1,850.25, Title Agent Owners Waiver of Arbitration Owners $50.0 Compensation$10,484.75 • Local Transfer Tax Exempt • Property Type is Commercial Vacant Land ReardingTaxes TP584 *Title Company may charge Transfer Tax New York State ( ) $13,200.00 $100.00 per hour if the closing is Transfer Tax Peconic Bay Region longer than 2 hours,if the closing is after 5 PM or takes place on es. "`'a. A :a..a ;;^;,. weekends. This charge shall be Recordin Fe paid by a separate check at the Deed Recording $645.00 / closing and be made payable to the title company. Underwriter:Stewart Title Insurance Company • +items are subject to NYS Sales ESCrOWS f: Tax 1st half 2023/24 Town&School Taxes (good to 1/10/24) $6, 7.34 2�0 Other,Charges 2 Escrow Service Charge $5y.00 Z Recording Service Charge $45.00 Express Delivery $40.00 Technology Fee $35.00 New Survey $5,500.00 Survey Handling Fee $50.00 Municipal Fees $25.00 ry Municipal Searches + $400.00 � � �� Bankruptcy Searches + $60.00 f G 1, Patriot Name Search + $60.00 Sales Tax Suffolk-8.625% $44.85 TOTAL;fiO Zenith Abstract IL C4 °a:' $19,239.85 r° ..;$ ,1. 7.34 . :G9AWT0,TAL$39jAW.19 rN Printed on 01/03/2024 3:09:31 PM (Continued on next page). age 1 of 2 —� --------------------------------------- ----------------------------------------------------------------------- -----------ram q TOWN OF SOUTHOLD I � VENDOR 025068 ZENITH ABSTRACT, LLC 01/10/2024 CHECK 154046 is FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H .1620.2.400.720 2023-682 1645 BOISSEAU AVENUE 19,239.85 TOTAL 19,239.85 13 ,tab` N� — ----- - - - - - —� i "man - _. im A XU NZ- IL 1 ! v L'.,AN ~ti o I ' i i -- — — ------------------------ -- I � - i i � I t,{i i f- • 4 �A` t-w• ►� I� 9 Tw• i�r I R 4 �. 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'�. lam+ -`', ` a`�. i•+ ♦ 1 ,•l l T••. `.�` + 1 , �.•.- �' �1p ♦ Irq 7.0 t 0.- sQ 4 ,.0 I 1 T. .v�4 F r' T.•. -..w b 'r�. r! r '�� T� T F T ._ •fY{M'.r�• �: r�� 6•r ;,, �•!6 r KY �'+�1 r -qY "�1 r � -�Y ^I�1 r � •awl- %'M�1 r - • -«l-' "�•_�� �' �1I 9 }�� 1' 1 J�� a�' - -/- 1 �. j��r ,{!.t 1,:. }��r�.r<'•� -r '9 {��r �'.c � � '1J,�r �'<. ..• � L�r �!.c 4••' _ +. ♦ Irq`•-.� �' ♦ Irq'."1'• ♦ Irp�`•'f'• 4+ ♦ Irq'�•�-•� 4 ♦ Irq'•Y." 4•� ♦ Irq-�-• _ ♦ �/'q^1" _ -A.1t1 A'?�1 1_ �,?t1 1 �'.Y�1 a ♦,A�1 1 ' ♦A�1 � ♦A�1 .`, 1 ♦A?a1 ', Zenith Abstract, LLC 85 South Main Street, Sayville, NY 11782 • Phone No. 631-828-8777• Fax No. 631-828-8779 DISCLOSURE INFORMATION' NOTICE: Title costs for this transaction may include charges for certain services not specified in the state approved Rate Manual and are provided by this Company at the request of your lender or attorney. For Company Use Only: CHECKFROM/T0, , ...CHECKN0. . �COMPANYPAYMENT'": DIRECTPAYMENT. TOTAL: Printed on 01/03/2024 3:09:31 PM Page 2 of 2 q TOWN OF SOUTHOLD VENDOR 005499 ESSEKS,HEFTER & ANGEL,LLP 01/10/2024 CHECK 154044 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H lG20.2.400 .720 2023-682 1645 BOISSEAU AVENUE 3,300, 000.00 TOTAL 3,300, 000.00 it P`.. . .I.1i•, .�L'i.kC; f!:1:7. ti��.LNl:�_ji��`' r r..r�.P :'�'.� ��ri�E"'-`X _ n -.�— - .- 1 i Y: �F�.��;�4�cr„ coal•:-:,;, '�; --�_ 2 vJ�M.-YHA g�A 1 .G' :�v _I`� I'"-�•, t"1 �1. •.a;.-4+ .`:Y`ya -��1 •� �•�t''�xli K'S C�:i;ix� {� U �;: t(= r � 'Y{� :R.w.:L:h, n J'li-, 1A:1 t�"¢ P•�.� t: t• � . .,y •��?•..>' 4t r� +l'�*1.¢-+.cP, it �{ '1"ti r-4.'.ti-r"_f "� t•�:. t' F-va. � _ T �•5 17 i.:. .f i 1 rn M n -..-' - ------- ------ — -- - --s- —f TOWN OF SOUTHOLD PRE-PAID CHECKS 53095 MAIN ROAD,PO BOX 1179 SOUTHOLD;NY 11971-0959 CHECK NO. 154044 M&T BANK • CU CHOGUE,NY 11935 DATE AMOUNT 10-4i220 01/10/2024 $3,300; 000.00 THREE MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS o�0g114FQ1,[r�a pAy ESSEKS,HEFTER & ANGEL,LLP o� Gyp TO THE AS ATTORNEY O • .G� / OOF RDER PO BOX 279 RIVERHEAD,NY 11901 1;7 f q TOWN OF SOUTHOLD VENDOR 025068 ZENITH ABSTRACT, LLC 01/10/2024 CHECK 154046 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H .1620.2.400.720 2023-682 1645 BOISSEAU AVENUE 19,239.85 TOTAL 19,239.85 1 i2 mt o- rP r '•r F3rlj' t*is.i+ _ «. i . � i• �'S4 t �1• J�'T,' �,f .^.,rfr diaA�, :o-°'.{.4r..;• ``'� � _}(1,�'' 1.i'r,'.''L'�l'^i 'kax. y �''•'�';T;�. #1'' U. i?��,J�'vi i�{'�7ty.,-�,.t.: + y5:�,iy,,•..Y A=:tv L' b.f•4t i � �"''�-,•��. ��� i� �:�•� [sae#`,'r��z'�'_��`;�F`-Y` es",',�> '•r: CL u . rn M r — - ------- - --- - - - • �_ 0 0 ® B 0 ® B 0 0 0 Y TOWN OF SOUTHOLD PRE-PAID CHECKS 53095 MAIN ROAD,PO BOX 1179 SOUTHOLDs NY 11971-0959 CHECK NO. 154046 CUT BANK TCHOGUE,NY 11935 DATE AMOUNT 10-4i220- 01/10/2024 $19,239.85 NINETEEN THOUSAND TWO HUNDRED THIRTY NINE AND 85/100 DOLLARS o�gllOOlCaG IpRy ZENITH ABSTRACT, LLC c . TO THE 85 SOUTH MAIN STREET y ORDER SAYVILLE NY 11782 G4 OF 41p�, aa. q TOWN OF SOUTHOLD VENDOR 025068 ZENITH ABSTRACT, LLC 01/10/2024 CHECK 154046 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H .1620.2.400.720 2023-682 1645 BOISSEAU AVENUE 19,239.85 TOTAL 19,239.85 � .'ti:ID• r r C�..i':�'i/ ��"'4 YY:r ��"tae i' i'Tr ,ri•- I .� i��M1il•p�'AX�.J. �r;:E' Y�. L fii24-.�1n�'��ii 't:Ixu:,ai t{(i�:t_..•. i r. ,x1zp'rn�:':��."t.� t t� 1; 7�1.� 'd4 •t ';j;.>tr?h �t '`-�".'C.it-. - `q"f�`��°'^.',"i'`•v"r'�4"'i.!'�!' j g,��i'J .31- F: �t}�i!''.•T 'itl,, �f'.�,."t�(,f"+'}.+�h4,t-,Lrlt_"tr „4"i :+tT. 1 ./ �fP..e�%'v• �r��f:��i":� L"Fj Y" �" ;✓. 1�iu?3'T�'.fryvll �•'F-f•7• :.f "7� �.--r�=' �'.1't#,f,��lrr�'tii!r+',�,'•,''F�. I+�t�tiF�<+ysc,.s-''yZ�r•T,31'�-.i,•. ,:.'.i+:� 11+Y a -: -; „ ,ate::�� 1 �+�,:i•: t„ c. rn M --s— _________ ____ - - 0 TOWN OF SOUTHOLD PRE-PAID CHECKS .- 53095 MAIN ROAD,PO BOX 1179 SOUTHOLD,NY 11971.0959 CHECK NO. 154046 M&T BANK CUTCHOGUE,NY 11935 DATE AMOUNT 10-41220 01/10/2024 $19,239.85 NINETEEN THOUSAND TWO HUNDRED THIRTY NINE AND 85/100 DOLLARS �oy�s(1F.FQL,�coG pAy ZENITH ABSTRACT, LLC c G�✓E�`^�/ TO THE 85 SOUTH MAIN STREET W ORDER' • OF SAYVILLE NY 11782 *l,�,o�. . 03 1 - 25 Hyatt Street-Suite 301 Staten Island,NY 10301 MUN I C I I'AL DATA Phone-(718).815-0707 SERVICES. Fax-(718)815-9101 www.munidata,com Continued . Set forth below are the unpaid taxes, water rates, assessments which are properly filed and indexed liens as of the date of this search. County: SUFFOLK Title Number: ZENITH ZA-9557-23 PAYMENT INFORMATION TOWN AND SCHOOL TAX COLLECTOR TOWN OF SOUTHOLD RECEIVER OF TAXES PO BOX 1409 SOUTHOLD, NY 11911 PHONE: (631) 765-1803 PLEASE NOTE THAT AFTER 5/31 EACH YEAR, . TOWN AND SCHOOL TAXES MUST BE PAID TO: SUFFOLK COUNTY COMPTROLLER 330 CENTER DRIVE RIVERHEAD, NY 11901 CONTACT(631) 852-1500 FOR ASSISTANCE. Our policy does not Insure against such item which have not become a lien up to the date of policy or installments due after the date of the policy.Neither our tax search nor our policy covers any part of streets on which the premises to be insure abut. Recent payments of any open items returned on this tax search may not be reflected on the public records.Therefore,please request the seller or borrower to have receipts for bills available at the closing. MUNICIPAL DATA SERVICES,INC. 4100727 16366160 Page 2 of 2 Request for Taxpayor W-9 roar,to lit, I Vt Wentification Number rind Cortification r�rdJct�to'r.DO not Go to for Pod the LINO iWorrnatitm, 14L,(h.1 IRS, it TV*40 ILIX F4(;�wy." bw kI* i� O:h�pirw tiltn't 1i �n�6 1.O-tGi�wl;0i'a,I iw� rti-kl U c D 1 17 vwuwwS p -T E>wm n iL P rfoun cl,"": not ChIrk Wqija'�A Z' ',NJ lax Gh4o cwtw.N My uc 0.fie uw 4 a 4tipe—n:A=-�Z'1.C.0 vldi me filo it.ww ci MW I fr-i;: Vd(,(J wl'i "nw "'� op LLC-w 1&P-1" t"v�' �Vncr tv V'$.fq63enl tax pxp� a��'k Gilwswlsa' 17LO OW aw.ap2,Wre.K,o,>x fr,!mt,.Ia,tzw,:IkaWn of!is 0,rrtar. oz vA'r,O.) ou 1 no ad':':es« '825,' lbrCh Road, PO 7 ffTaxpayer Identification Number(T[N! irt'ifte,a o'prn'V"iatn t6�T h-o TIN prolicied row roatell the�'ama ginwo"I VnA I to avold How,;yrar,for a MCI Wity,�'�IN for P91 1,M10.FO(O it; rv;r"NrfE1.N).11)*u do not have it ntirriber,600 HOW"Oreta L-LL-J Certification 1.Tiv, eim-in on tr'4,?--c-a 35 my f'�Oit tic I numbt,!(-tr I am WSW;;nj Iva ntymber to t"o Ksbi:d to rt,,O;'md 2.1 am ovi s.uqiact'o back.up (a)I am C'!erript fiom i:iA,1kt.,p no;Bean n6iifie'iby '��'Ax ff"S)tilzij,I sir,trabj%f to ti?jij,.hotd)riq as a w'-su'Of a Wufv to rq'CA u'j Int"i 6't u or(C-1 th, i-l:i t'a.rn)i;fmd 16 atut I rn o" no t3pg ;41 to wlc3syp and 3.1 an a S. or all,.(.,U.S.perSJ§i(d0:ed and J no pf a.%�4 joj,,:a!:o7, that fain&xamr)z from FATCA r4po0b, , you.have ja''od j I a Mp,t"Kt.a jh*6!.a Ohl.01 -T o"I't'Y'a w' W(efutri,For f c-al Item?.dur ov.3F"lttj.F.I. inlwest pad, q to..tii ind; jual rwiki.,rionk u;wpnvr nil•d, vev I 44?;ri,i art W'a 4xd'kWA 0 1 w pro ,"Ciliko Ybtfoo:of dbt,"e "it ctitic, Nil Mq Nt you ii-aw P ft.vi&y'ni'C'ueGt't 71.14.)(te jjp 1115!noctoons to Prid P, Sign s4OAv,,jjt of <I�f Here /AA,U.S.polson vi �ao Y General Instruction ?r30•COstt LIN *s v*t iO-W 00 2t� Futtlr9 dev"10priltrili.Fer lk wwui devolt)"'plorlis ;'MM IOQEt-t3(uoek'ar mutual Tuild ww FV.q.'tV-4'k 14 s 1.1ayAr-.; k i tt. AY I 4 i:ii 0! !1.ee,a itt m lintl=Vil�P-1 by LxaR.M-11 Purpose of Form •Form 11(4:�,K C-I'd ntE f thwo pi�vly"I'trvvorx 04ty[ wi)fF Yrqt1"M 0 fj'eho 10 1-, to V.').an m iniufiM) ir ji)44 (W'.tie., 11 orm I MCI-A jt)c#.pwkv,or Oi ar-m O-d popc'4t)) of t'llwjr U Yoful i'v-0 0,11y it P,j U.S.sjtt;wl -i,Ali infoayz!,o-1 tgigntj ExFr^JNl.ta.cf hit k.".'Not 10,It,*; Wi0i 00'-INIT N1101-0 ij:u Itn'ur pizi 4 bu, Mirabelli, Melissa From: Mirabelli, Melissa Sent: Wednesday,January 10,2024 2:33 PM To: Standish, Lauren;Tomaszewski, Michelle Cc: McGivney,Julie Subject: Missing Signature on page r Hi girls, Julie just picked up that Al missed'signing a.spot on the closing documents.The closing is set for 9AM tomorrow. I am sending the papers back to your office today. Melissa M. Mirabelli Secretary to the Town Attorney Town of Southold Southold Town Hall Annex 54375 Route 25 (Main RD) P.O. Box 1179 Southold,NY 11971 Office (631) 765-1939 Fax (631)765-6639 ******************************************************************************************* This electronic mail transmission may contain confidential or privileged information. If you believe that you have received the message in error, please notify the sender by reply transmission and delete the message without copying or disclosing it. J 0 0 0 0 0 0 0 0 0 0 0 C O O 0 O ry Town of Southold, New York - Payment Voucher Vendor No. Check No. G 7 � � MM ,� > CVend�ame Y Y Y M s S5 L L Address � Entered by ° Vendor Name �11� //�► a�n „ w ,o do to Vendor Telephone Number "; t.Y - { _ dit Date w w a Af; -_ 'SW �.�= G C c c Vendor C " µ q. " =a` 0 0 0 a',��,nx a,,3. to ,�' ??�' ! ° ? fiy I"`i' a K Town Clerk o 0 0 o L o a o a Qj Pt, E E E iZ Invoice ' x x x x 0 Invoice `� ; ,,�{{ x� y`V a Invoice V�r. �; (j , Number I =.. pro`.`.. Total Net r o 0 0 o t1 Date , ,as a -: 'v,�,s:. xc_., �� ice- z z z z Discount Amount Claimed " ' `.,, „'' ' x-'` NffLA: "" General er i > > L v : ye :->,= ..�: �dg Fund and Account Number > QJ o 0 0 > /�� > • a��` ,µ. 0.GSM. �7'5"fi.•,. -_ 'h'4 - i h U ^ L L L Q W O CL = ..<< p; o $ z t , 4-1 c c c _ c 0 0 0 QJ C O O -a O D 0, 000 C.)o 0 C 0 Q) 0 Totals: O 0 0 0 N CL yr V). 1^ 0 v). Payee Certification The undersigned(Claimant)(Acting on behalf of the above named claimant) a > > > > p does hereby certify that the foregoing claim is true and correct that no part has Department Certification X > I hereby certify that the materials above specified have been received by me c W ° a o o �, q been paid,except as therein stated,that the balance therein stated is actually ° ° Q- fl due and owing,and that taxes from which the Town is exempt are excluded. m good condition without substitution,the services properly o � £ � � � � Performed and that the tities thereof have been verified with the exceptions a or dis rep ties noted,an a `r'N O O O O X O yment is approved. 0 o 0 0 0 0 Signature Title o 0 o cj W p C \ o C C 0 0 Company Name Signature o 0 00 o o 0 Date N Ln Title Date > t4 V-" t 2 o Q/ c 70C c o a 0- n. � f6 L 3 o a A@ 3 3 v cc t o o > Ui V) cn cn z b• CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION. This contract form does not provide for what bappens in the event of fire,or other casualty loss or condemnation before the title closing. Unless different provision is made in ibis contract,Sections 5-1311 of the General Obligations Law will apply, One part of that law makes a Purchaser responsible for fire and casualty'loss upon taking possession of the Premises before the title closing. CONTRACT OF SALE-VACANT RESII➢ENTIAL PROPERTY Contract Of Sale made as of ar� ,2023 BETWEEN QUAD ENTERPRISES CO.LLC, Address: PO Box 67,Greenport,NY 11944 hereinafter called"SELLER" and TOWN OF SOUTHOLD,a municipal corporatiqu of the State of New York Address: 54375 Main Street,Southold,NeW York,]1971,Social Security Numbedred[D No(s): hereinafter called"PURCHASER" The parties hereby agree as follows: 1. Premises. Seller shall sell and coavcy,and Purchaser shall purchase office in the State ofNew York,unendorsed and payable.to the order of the Property,-together with all buildings and-improvements'thenron Seller; (oollectively the"Premises,): (c) As to money-other than the purchase price payable to Seller at Closing,uncertified cbeck.of Purchaser up to the amount of 51,e00.0b; Street Address: 1645.Boisseau Avenue;Southold,hew York and 7 ax Map Designation:Dist 1000,Sec 55,Blk 5,Lot 17 (d)As otherwise agreed to in writing by Seller of Seller's attorney, Together with Seller's ownership and rights if any,to land lying in die UN Canto if Ced Exceptions.The Premises are sold and shall be conveyed bed of-arty street or highway, opened or proposed,.ad)oining the Premises to (a) Zoninging and subdivision taws and regulations,'and lanilrriaift the center line thereof,including any.iight of Seller to any historic or atids'dcsi nation,unpaid award by reason of any'taking by condemnation and/or for an g provided that they arc not violated by damage.to the Premises,h reason of change of Y the existing buildings and improvements erected on.tlie property ortheir Y� grade ofany street or use; highway. Seller shall deliver at no additional cost to Purchaser at Closing..(as hereinafter defined), or thercaNr, on demand, an @)Consents for the erection bf any stmctures on,under otabove any far the cone y streets on wa.chn the Premises abut documents that Purchaser may teasonably requite conveyance of (c) Encroachments ofstoops,areas;cellar steps,trim and cornices,if such'title and the assignment and collection of such'award'or damages, any,upon any strdet or.highw-ay, (d) Real estate taxes that area►ieu,but are not yet due and p and ayable; (e) Any state.bffacis ari accurate surveyshow'provided same do not render title unmarketable or uninsurable. d (f) F3rtilding regulations,covenatlts utility casements,-restrictions, m reservations and agreements of record provided same do not:prohibit the rse and/or maintenance of existing structures.The violadonsmf any covenants and restrictions by existing improvements shall'not be tFedtn;;�fits a- deemed an objectionto tilt provided a title company§hall agree to insure that such improvements may remain in their present'location as Long as same shall stand. sta (g) Variations between fences,hedges,shrubs,and ietainirig wails with word,lines•of title,provided same do not exceed 12"and title 11 company will insure sarrie without raising an "out of,possession" earaeEtn¢— a r., r P }, ilexes}. ekeeption. 6.Governmeutaf Violations and Orders.(a)Seller;sball comply with all notes or notices of viohitions of law.or municipal ordinances,orders 3. Turehase'Price. The purchase price is:$3,300,000.00 or.requirements'noted or issued as of the date of closing by:any payable as follows: g6vernmental department having authority' as to lands, housing; buildings;fire,health,eiivironmental andlabor.conditicins affecting the' Premiscs.. The Premises shall be conveyed.free of,them at:Closing Seller shall furnish.Purcha ci.«ith any authorizations necess use thesc`matters ary to make the searches thatyrodld'discl . ir}ryoinde�iit t§adeed---� 9 �__,.r•i„'.... (a)ty aY:.a,•, and rt-�� S 0 7. Seller's Representations. (a) Sellcr represents and'warrants to (d) balance at Closing:. $3,3.00,000.00 Purchaser that: (i) The Ptcmises abut or-have a right ofaccess to a'public road; 4. Acceptable Funds. All Monty payable under this contract,unless (ii) Seller is the sole owner of OreTreinises and ltas the full right, otherwise specified,shall be paid by: power and authority to sell,convey and transfci the same in accordance (a) Cash,but not over s 1.000.00; with the terms of this contract; (b) Cbeck from the Tow%u of Southold drawzi on any bank,savings (iii) Seller is not a"foreign person',as that terin is.defined for bank,trust company or savings and loan association having a banking, purposes of the Foreign Investment in Real Property Tax Act,internal i Revenue Code ORC')Section 1445,as amended,and the regulations law)and shall at Closing remit the withheld-amount with the,required promulgated thereunder(collectively"FIRPTA'); forts to the Internal Revenue Service. (rv)The premises are not affected by any exemptions or abatements (f)The delivery of the Premises andall' of taxes;and � � GANA condition,free of all debris, ( Seller has been known by no outer name for the pact fen years, vacant and free oftcases; . r•. /_\ A71F1..mb •�• « „ exceptpt s(• aor tenancies,t& : hea a .•flit:^^ , 1 a s. � • (b) Sellercovettants and warrants that all of the representations and egaiPr+tey and ns warranties set forth in this contract-shall be true and correct at Closing. all applimees• h• e!e inolua_a e_ his sale (c) Except as otherwise expressly set forth in this contract,none of ofth� c�'a Seller's covenants,'representations, warranties or other obligations o contained in this contract-shall strive Closing. May-bra•_•;a a , f,Yiilt-.ns>L^• �fi• •.1. rt..._..:.:..,.1..11.� :.t 8.Condition of Property.Purchaser acknowledges and represents that a,t:acti•-•-_,uTR devise 0 a Purchaser is fully aware ofthe physical'condition and state ofrcMr of (1) The delivery by parties of any other affidavits required as a the Premises and of all other property included in ibis sale,based on condition ofrecording the deed. Purchaser's own inspection and investigation thereof, and that Purchaser is entering into this contract based solely upon such 13. Deed Transfer and Recording Taxes. At Closing,certified or inspection and investigatioq and not upon any infomtation, data, official bank chocks payable to the order of the appropriate:State,City statements or-representiitions, written or:oral, as to the physical or County officer in the ambtmt 4-tiny applicable transfer and/or condition,state of repair,use,cost of operation or any other matter' recording tax payable by reason of the delivery or recording of the deed related to the Premises or the other property included in lire sale,given or mortgage,if any,shall be delivered by the party required by law or or made In Seller or its representatives,and shall accept the same"as by this oontract to pay such.transfer andlar recording tax,togetberwith is"in their present condition•and state of repair,'subject to reasonable any required tax returns duly executed and sworn to,and such paity'sliall use,wear,tear and natural.deterioratiog between the date Hereof and the cause any such checks and retums'to be-delivered to the approptiate date of Closing ), officer promptly after Closing.Mid obligation to pay any additional tax without an%,reduction in the purchase price or claim of any kind forany ordeficiency and any interest orpenalties thereon shall'snrvrve Closing. change in such condition by reason thereof subsequent to the date ofthis contract_ Purchaser and its.-authorized representatives shall have the 14. Apportionments and'Other Adjustments;'Water Meter and right,at masonable-imes and upon reasonable notice(by telephone or Installment Assessments.{a) To the extent applicable;the following otherwise)to Seller,to inspect the Promises before Closing. shall_be apportioned as ofmidnight of the day before the day ofClosing; (i) taxes,water 9ba a .:"_�•_ o-�W�"•••� ze==Q,on the basis of the.lien 4. Insurable.-Title. Seller shall give and Purchaser shalt accept �such period for which assessed; R F,_r. :i) `E' y title as any reputable title company licensed to do business in the Statr ofNew.York shall be willing td.approve and insure in accordauce.with its standarid form of title policy approved by the,New York State. Insurance Department;subject only to the matters provided for in this (b) If Closing shall occur before i new tax rate is fixed, the contract apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding fiscal period applied to the latest assessed 10.Closing,Deed and Title.(a)"Closing"means rho settlement of the valuation. obligations of Seller and Puuchaser to each other under.this contract, including the payment of the purchase price to Seller,and the delivery to Pmmhaser of a Bargain and.'Sale Deed.with Covenants Against bas•. c Grantor's Acts'in proper statutory short fomi for recording, duly sites;ng executcd:and acknowledged,so:as'to'convey:to Purchascrfee.simple (d)Ifat the date ofClosing'die Premis&are affected by'anassessment title to.the Premises,,free of_all encumbrances,except as otherwise which is or may become payable in.annuat'installments,and the'first. herein stated. The deed shall contain a covenant by Seller as required installment is then a lien,or has been paid,then:for the purposes of this by subd.5 of Section 13 of die Liea Law.. contract rill the unpaid-installments shalt be considered due and shill be (b) The Deed shall be a full Bargain and Sale Dcedwith covenants paid by Seller at or priorto Closing. against Grantor's acts:in the proper'statutory..short form with the (e) Any errors or omissions lif,computing apportionments or other following.additional language contained in tho deed: adjustments'at Closing shall be corrcetcd within'a reasonable time "WHEREAS; this certain plot pierx or parcel of land.more fully following Closing. This'subparagraph shall survive Closing. described herein; is being acquired with monies of the Town of .Southold,-it shall.henceforthbeused;rnamaged,operated or disposed of 15..Allowance for Unpaid:Taxes,cte Seller has the optibn to.credit irk-accordance with New York•State.Toivn law.and Soutbold Town Purchaser as an adjustment.to the p rchase.pdce With the amount of any Ctrda." unpaid taxes,assessments,watercUarges and sewerrents,together With (e�—I fiwltar: — Sh n a t• n_' r any interest and penalties thereon to a.daze not less than five'busiacss o days after Closing,provided that official bills thoreforc;computed to said date are produced it Closing. lb. Use of Purchase Price to Remove Encumbrances. If at Closing there am other liens or encumbrances that Seller is:obligatcd to payer discharge;Seller tnay'use any portion ofthe cash.balance of due ptrrclrase ill at&skew price to pay ordischargo diem,provided Sellcr shall simultaneously deliver to Purchaser at Closing instruments in recordable form and 11.'Closing bate and Place. Clbsing'shal!take place at the.Aico'bf sufficicnt'to satisfy such liens or:encumbrances of record,together with the Southold Town Supervisor located at 54375 Main Street,SgAold, the cost of recording or filing;said instruments: Upon notice (ley New York,on or about)ANUARY 2,2023*following the adoption of telephone or otherivrse),given not less than 3'business days before an authorizing resolution and full exocutionofthis Contract of Sale.The Closing,Purchaser shall provide cfi'ecks as requested to assist in clearing Closing may also be done ire escrow if agreed to by'th'e patties. up'these matters. 12..Conditions to.Closing.This contract and Purchaser's obligation to 17. Title Exabilnatlon;Seller's Inablllty to Convey;Llinitations of purchase.the Premises ate Also.subject to and conditioned•upon'the Liability.(a)Pure hasorshall order an examination of title in'respectof fulfillment of the folio%.vtng,candidons.precedeut; the.Premises from a tidd company licensed or authorized to issue title (a)Public Hearing held by.the Southold Town Board pursuant to the insurance by.tlre New York Stato'IncuianceDepzrtment oranyagentfbr Town Code and Section 247 of the.General Municipal Law regarding such title company promptlyatier the:ouzecution of this contract or,if acquisition ofsaid property this contract is subject.to the mortgage comtingeacy'set fnith.in (b)Resolution'authorizing the Town of Southold to acquire_.said paragraph o, after a_mortgage commitment has been accepted by property: Purchaser. Purchaser shall cause a copy of.the title.report and.of any (c)The accuracy,as ofthe date of Closing,of the representations and additions th reto.to be delivered to the attomey(s),for Seller promptly warranties of Seller made in this contract; ' after receipt thereof. rd} The delhie..by c"n n r se"f a lid d sAsistiris (b)(i)If at the date of Closing-Seller is unable to transfer title to Purchaser in accordance with tliis:contract,or Purchaser has other'valid grounds for refusing to close,.whet ierby.reason of liens,encumbrances or other objections to title or otherwise (herein.collectively called 'Defects'),other-than tlrose'subject to which Purchaser is obligated to (c)Mid delivey by Seller to Purchaser of a certification stating that accept title hereunder or which Purchaser may have waived and other Seller is not a foreign person;which certification shall be in.the form than.thbse which'Seller has herein,expressly agreed to remove,remedy then required by FIRPTA. If Sellcr fails to deliver the aforesaid or discharge and if Purchaser shall be unwiltingto waive the same and certification or if Purchaser is not entitled under FIRPTA to rely on such to close title without abatement of the purchase price then,except as certification,Purchaser shall deduct and withhold from the purchase hereinafter set forth,Seller shall have the right,at SeUcr's sole,election price a sum equal to l0%iheacof(or any lesser amount permitted by either to take such action as Seller may deem advisable to remove; remcdv. diseltarve rx mmniv with such nefectc or to e:anml thin contract;(ii)if Seller elects to take action to remove,remedy to comply contained in Applicable Environmental Laws,petroleum,solvents,or with such Defects,Seller sball be entitled from time to time,upon Notice polychlorinated biplienyls; (iv) there are no above ground or to Purchaser,to adjourn the date for Closing hereunder For a period or underground storage tanks or containers at the Premises;(t)there are no periods not exceeding 60 days in the aggregate and the dato.for Closing liens under Applicable Environmental Laws affecting the Premises and shall be adjourned to a date specified by Seller not beyond such period. no government actions have been taken or,to the knowledge of Seller, If for any-reason whatsoever, Seller shall not have succeeded in are in process,which could subject any portion of tine Premises to such removing,remedying or complying with such Defeots.at the expiration liens;and(vi)there are no citations or summons served upon the Seller of such adjoumment(s),and if Purchaser shall still be unwilling to waive with respect to and there has been no activity that would give rise to,any the samcand to close title without abatement of the purchase price,.then release,discharge or deposit,on the Premises that is the subject of this either party may cancel this contract by Notice to the otlher'given within Contract ofSale,ofa Hazardous Substance.As used herein,"Hazardous 10 days after such*adjourned date;'(iih)notwithstanding the foregoing. Substances"shall mean any hazardous materials, hazardous waste, the existing mortgage.(unless this sale is subject.to the same)and any hamrdous and tozie substances,pollutants,coutanlinants,debris and matter created by Seller after the date hereof shall be released, other solid wastes as (hose terns arc defined.by any Applicable discharged or otherwise cured by Seller at or prior to Closing. Environmental Laws\ For purposes of this paragraph (c) If this contract is canceled pursuant to its terms,other than as a PwP P graph in t Hazardous result of Purchaser's default;this contract shall terminate and come'to Substances Oftbe t include s,provided such use is inel c,or naryhe course maintenance ofthe Premises,provided such use is in the ordinary course an end,and neither patty shall have any further rights,obligations or of Sellei's.maintcnance,and(z)petroleum released in de minimus liabilities against or to the otter hereunder or otherwise•except that h typically Schersh'all-promptly Ate•-to Et�l p () Otm °Oct teat associated with the use ofportionsofthePremises Ae for driving and parking motor vehielcs. The representations.and the a reimburse Purchaser for thb net cost provisions of:this paragraph shall not survive CLOSING. This of examination of title,including any appropriaic additional charges Agreement shall be interpreted and enfoitced in accordance with the laws related thereto, and the.net cost, if actually paid or insured by of the State ofNew York If any provisions)of this Agreement shallPurchaser,for updating the existing stirvey'of the Premises or of a new be unforceable or invalid, the same shall not affect the remaining survey,and(ii)the obligations under.paragraph 23,if applicable,shall provisions,of this Agreement and to this end the provisions of this survive'the'termination of this contract. Agreement are intended to be artdshall.6 severable. I8. Affidavit as to Judgments, Bankruptcies, etc. If a title 25. Environmental Assessment/Clean-Up. Contingency. The examination discloses judgments,bankruptcies or other returns against Purchaser's representatives shall, within fourteen(1,4) days of full penonshaaMdavnames login showias Or ng that tha Seller,Sellershall execution of this Contract, inspect the Premises to determine the deliver an affidavirat Closing showing that they. riot againstSelher. existence of any'Harardous Substances(as defined in Para-mph 24 above)and any other unacceptable materials that are required to be 19.Defaults and Remedies.(a)I,fPurebaser defaults hereunder,Seller removed prior to Closing consistent with the representations in shall have such remedies as Seller shall be entitled to at law or in equity, paragraph 24 ofthis Contract.The results ofsaid inspection shall be set including,but not limited to,.specific performance. forth'in a memorandum from the.Town's Community Preservation-Fund (b).If Seller defaults hereunder,Purchaser'shall have such remedies as Department or in written report. from Purchaser's consultant, and Pmited o shall be eribitd to at law or in equity,including,'but not forwarded to the Seller and Seller's attorney. Prior to dosing,Seller limited to,specific perfoimaoce. shall remove all Hazanlous.Subistances and an uns table materials identified in the report and said to exist on the Premises.The removal of 20.Purchaser's Lien.All money paid oaaecount of this contract and all these itemc.shall_be completed to the satisfaction of the office of the the reasonable expenses of examination oftitle to the Premises:and of Community preservation Fund bcpartmcnt prior to closing: 'If Seller any survey and survey inspection charges;are hereby made liens on the elects mot:to undertake any clean up'tequircd this Premises,but such liens shall.not continue after default b Purchaser by paragraph, any Y' purchaser may cancel this contmct and neither'party'shall have any under this contract. fiirther.liability to the other,or Purchaser may proceed to Closing. 21.Notices. Any notice or other communication("Notice')shall be in. liability to the other,or-Purchaser may proceed to Closing. writing and.either(a)sent by either of the parties hereto or by their 26. .Survey..'Purchaser agrees,not later than seven(7)days after the icspectivc attorneys who are hereby authorized to do so on their behalf.' adoption of an authorizing resolution,to order a survey of the premises or by the Escrowee,by registered or certified mail,postage prepaid,or; to'be prepared by a surveyor licensed by the State of New York and to (b) delivered in person or by overnight courier;.with receipt direct the surveyor to forward'topics of the survey and survey reading, acknowledged,to the respective addresses given:in this contract for the as well as all related notices;to the.Sellels attorney and Une title party,to whom the.Noticc is to be givar,or to such other address as such company. Said survey shall be at the cost of the Puiehascr. party shall hereafter designate by Notice given-to the other patty or parties and the Escrowee pursuant'tct this'paragraph. Each Notice 27.IRS W-9 Form.Seller agiW to execute and deliver to Purchaser's mailed shall be deemed given on the third business day following the attorney an IRS Fo Ww9 at least twenty(20)days prior to closing.of date of mailing the same,and each Notice.delivered in person or by title so that the Towrm n Comhtioller's'Office may obtain and disburse overnight courier shall be deemed given when,delivered. necessary funds. Seiler acknowledges'that a delay in the delivery of the 22. No Assignment. This contract may not'b the e assignod by Purchaser W-9 Form will result in the delay of scheduled Closing date. without the.prior written consent of'Seller in each instance and any 18.Public'Disclosure Stateineit. Seller shall,within teu.(10)days of purported assignment($)made without such consent si l-be void. the execution of this Contract;deliver the squired vcr Vied public 23. Broke disclosure statement for filing with the TownF.iscal Officer.At the time r.. Seller and Purchaser cask represents and.watrants to the. of Closing,the Seller.shall submit a then applicable staterncnt.or a sworn other that it has not dealt with any broker in connection with this sale statement that there have been no.changes in interest since the,date of other than,XXMLX XXX.(agent•XXXXXX,'("Broker)and Seller' this Contract. Any evidence of conflict shall- a of interest or prohibited' pay llnoker any rnmmission ennted pursuant to a"separate contractual relationship"shall require approval of.the Cpairact•and sale agreement between Seller and.Broker. Seller and Purchaser shall by the Supreme Court of the State of New York. indemnify and defendench other against my costs,claims and expenses, including reasonable.attorneys'fees arisirig'out of the breach on their Z9.Relivery.ofDeed..The acceptanceofaDecdbythePurchaseishall respective parts of any representation or agreement contained in ibis be deemed to be full performance in discharge of es paragraph.The'Provisions of-this ara cry agreement and Pp gntph'shall'survive Closing or,if obligation on tho part of the Seller to lie performed;puissant to the Closing'does not occur, the temunation:of'this contract. Added provisions of this agreement except those,if any,which are herein suggested.changes byScller's ntfotney, specifically stated to survive the Closing. 24.•Environmental Representations.Seller represents that to thetiest 30. Acknowledgement of Charitable'Contribution. The Purchaser of Seller's knowledge:-.,(i)No•iazaedous Substances(as hereinafter. acmowledges that the Seller may take a.charitablc contribution of the defined)have been released,discharged,treated,stored or disposed of difference between the fair markd value of.11ie Prannises as may be or otherwise"dopDsited in or on;or migrated to,the Premises,inobiding established by the Settees and the puuchase price to be paid by without limitation bf.the generality of the foregoing,the surface waters the Purchaser pursuant to this Agreement.Accordingly,if requcstedby and subsurface waters.of the Premises;(ii)There-are no underground Seller,-the Purchaser may exetvte.bntemal Revenue Service Form 828i fuel tanks or septic,systems on the Premises; (iii) There are no and any,other documents required by ilic Internal Revenue Service in substances or conditions (including asbestos or asbestos containing conjunction with Seller's claim for a charitable contribution,provided materials)in or,on the.Premises or any other parcels of and-which may Seller's valuation,is consistent with the purchaser's appraised fair materially adversely.affect the Premises or use thereof of which.would market value. This acfmowledgemeut.does.not represent and sbalLnot be reasonably likely to support a claim or cause of action under'any be construed as concurrence by the Purchaser of the claimed fair market existing federal, state or local ci vironniental siatutq regulation; Value'. ordinance or other environmental regulatory"requirement(hereinafter collective called"Applicable Envirourric rtal Laws"),including,without 31.IRS§10-11.ThePurebaser hereby acknowledges that it may be the Iimitation,the Comprehensive Environmental Response,Compensation intent of fhe Seller to structure its sale as a tax deferred exchange under and Liability'Act("CERCLA.%as amendedh42 U.S.C..§§6901,ct seq., IRC§1031. Seller covenants that this will not delay the close of the the Resource Cotservationand Recovery Ad("RCRA"),asamended42 subject transaction.nor cause the Purchaser any additional.expenses. U.S.C. §§6901,ct seq.,and.6 N'YCRR'Put 360 of Ncw'('ork State, The,Seller's rights under die purchase and sale agreement may be which terms shall also include,whether or not included in the definitions assigned to a'Qualified Intemtediary•for IRC §1031 Tax Deferred Exchanges.Buyer agrees to cooperate with the Seller and the Qualified (f Intermediary to complete ilre exdrauge. ) Setter and Purchaser shall comply with IRC reporting requirements,if applicable. This subparagraph shall survive Closing. (g) Each patty shall,at any'timo and from fine to time,execute, 32. Utilities. Seller shall discontinue all utilities at the Premises and aclaowledge.where appropriate gild deliver such further insnuments provide"disconnect letters prior to Closing;including PSEG,Nrational and d Grid and SCWA. ocdmetits and lake such other action as may be reasonably requested by the other in order to carry out the intent and purpose ofthis 33�Renrevtrl o t� a_q , contract.:1his'subparagraph shall survive Closing. rt r t •�.+e_� _��__ ___ (h) Tlris contract is intended for the exclusive benefit of-the parties hereto and,except as otherwise expressly provided herein,shall not be for the,benefit of,and shall'not create any rights in,or be enforceable by any other person or entity. ebove 1petaid fa el a tlt 35. Counterparts: This contract may be.executed.in several s ,t�^•_, ___ .. counterparts,each of which shall be deemed'an original,and all such counterparts together shall constitute one and the same instrument. However,the Contract shall not be effective or enforceable against any .34• Miscellaneous. (a) All prior understandings, agrecrrrcnts, party hereto until all parties have complctely and properly executed at representations and warranties, oral or written, between Seller and least one counterpart of the Contract.This Corittaet maybe executed Purchaser are merged in this contract;it completely expresses their full by facsimile signatures,elcctionic(i.e.email)or portable document agreement and has been entered into after full investigation,neither patty relying upon any staterrieri Comrat( P, Dp")that shall be deemed originals'with to be forth i t made by anyone else that.is not set provided within a reasonable time; facsimile signatures or PDr' (b) Neither this contract'nor any provision thereofmay be waived,contract.. sighahrres shall.be treated as original signatures;and facsimile or PDF copies of this Contract shall be treated as original copies of this d orcanceled except in writing,This contract shall also apply to Contract. change and bind the heirs,distribuices,,legal representatives,successors and permittedassigasoftlrerespmtivepvdes.TTueparties hereby auth'orize 36. Taxes upon Transfer: Seller hereby adimowledges that the their respectiveattomeys to agree in writing to any changes in dates and Purchaser is an'excmpt tnunicipal entity not subject to.NYS transfer time periods prayided for in this contract. taxes including the Community Preservation Fund Tax.Pursuant to (c)Any singular word or term herein shall also be read as in the plural NYS Tax law Section,1404,the Seller shall hale the duty to pay only and the neuter shall include the masculine and feminine gender,whether seller imposed tax obligations. the sense'ofthiscontract may require it. (d)The captions in this contract arc for convenience of reference only arid,in no wayAefine,limit or describe the scope of this contract and shall not be considered in the interpretation of this contract or any Provision hereof. (e)This contract shall not be binding or effective until duly executed [SIGNATURE PAGE FOLLOWS] and delivered by"Seller and Purchaser. IN WITNESS NVIJEREOF,this contract has been duly executed by the parties hereto. Seller:QU ENTERPRISES CO.LLC Pruehaser T WN 8.F OUTIIOLD } By:.SCOTTRUSSELL,TOWN SUPERVISOR. Attorney for Seller. Attomey for Purchaser: Anthony C.Pasm Esq. Paul M DeChance Esq. Esseks,Hefter,Angel,Di Talia&Pasca Town Attorney 108 E.Main Street Address:'54375 state Route 25 PO BOX 279 NY 71 119 Riverhead,NY 11901 Town of Southold,,NY 110 TeL 631369-I'700 Tel:631-765-1939 _Y Contract of Sale PRL•NIISES TITLE NO. Section 55 Block 5 QUAD ENTERPRISES CO.LLC Lots 17 County or Town Suffolk,Southold Street Number Address: 1645 Boisseau Avenue TO Southold,NY 11971 SOUTHOLD TOWN ®�osuf>:oc,�c CD W z Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Lauren Standish From: Missy Mirabelli, Secretary to Town Attorney Date: September 21, 2023 Subject: 1645 Boisseau Ave, Southold NY Purchase-Quad Enterprises Co, LLC Please be advised that Paul has reviewed and approved the attached Real Estate Contract in connection with the referenced matter. In this regard, kindly have Scott sign were indicated and return to me for processing. If you have any questions regarding this matter, please do not hesitate to call me. Thank you for your assistance. mmm f CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION. This-contract form does not provide for what heppens in the event of fire,or other casualty loss or condemnation hefdre tfle title closing. Unless different provision is made in this contras(,Sections 5-Li11'o£the General Obligations Lou'will apply. One part of that law makes a Purchaser responsible for rite and casualty loss upon taking possession of the Premises before the title closing. CONTRACT OF SALE—VACANT RESIDENTIAL PROPERTY COl3traCt of.Sale made as o z023 BETVPEEN QUAD ENTERPRISES CO.LLC, Address: PO Box 67,Greenport,NY 11944 hereinafter called"SELLER" and TOWN OF SOUTHOLD,a municipal corporatioli of the State Of New York Address: 54375 Main Street,Southold,Nei#,York_l 1971,.Sociai Security NumbedPed LD No(s): hereinafter called"PURCHASER" The parties hereby agree as follows: 1. Premises. Seller shall sell and convey and Purchaser shall purchase office in The State Of New York,unendorsed and payable.to the order of the property,together with all buildings and improvements thereon Seller; (collectively the Premises"); (c) As to money other than the rice purchase P p payable to Seller at Closing,uncertified check of Purchaser up to the amount of S1,000.Ob; Street Address: 1645 hoisseau Avenue;Southold;New York and Tax.Map Designation:Dist 1000,Sec 55,Blk 5,Lot 17 (d)As otherwise agreed to in writing by Seller or Seller's attorney, 5.Permitted.$seeptions.Ile Premises are sold and shallbeconveyed Together with Seller's oWnership and rights,if any,to land lying in the subject to: bed of any street or highway, opened or Proposed,.adjoining the (a) Zoning and subdivision lab's and regnlations, and landmark, Premises to the centerline thereof,including any right of Seller to ally historic or wetlands designation, unpaid award by reason ofanytaking'by condemnation and/or for any the existingbuild'gland improvementsere tted onthee that they bra nopoi etyort by damage to the Premises b icason of chan c of rn' P P rtY Or their Y g grads of'any street or use; highway. Seller shall deliver at no additional cost to Purchaser at (b)Consents for the Closing.(as, hereinafter defined), or thereafter,' on demand, any streets on which th Preme ses abut;cticinbf y structures on,under or,above any documents that Purchaser may-teasonably require'fdr the conveyance of (c)Encroachments of stoops,areas;cellar steps,trim and cornices,if such title and the assignment and collection ofsuch award or damages, any,upon airy street.ar higlntay (d) Real estate taxes that area lien,but are not yet due and payable; and (e) Any state.of facts an accurate survey show provided same:do not render title unmarketable or unitisurable. (t) Building regulations,cOvenar[N utility easemcurs,restrictions, reservations and agreemens of record,provided same do not,prohibit the use and/or maintenance ofexisiing structures.The violations of any covenants and rrstricfious Try existing improvements sball not be 4Featwem6, shades,d itv I I G deemed an objection to tie provided a title company shall agree to inure that'such improvements may remain in their presenflocation as long as same shall stand. dry' (g) Variations between fences,hedges,shrubs,and retaining walls ' with record liues of title, same d0 not exceed IT'and title free.,,» a••e . company will insure same without raising an "out of possession" iEears) ezccptioin 6.Governmental'Vlolations and Orders.(a)Seliershall comply with all notes or notices orviolations of law or.municipalordinances,orders 3. Purchase'Prlce. Ile purchase price is:$3,300,o0O.00 or requirements'noted or issued as of the date of closing by any payatile as follows: governmental department:baying authority as to lands, housing, buildings;fife,health,Environmental and labor.conditions affecting the Premises.. The Premises shall be conveyed free of..them at closing, q4EBSeller shall furnish Purchaser with any authorizations necessary to make r the searches.that codld disclose these mauei& b 1 utehase�"Al ass" Pfierto C b b: lKyoinder in the deep .Y.:� to Closing. I $ 0 7. Seller's Representations, (a) Seller represents and-warrants to g $3,3.4Q�000.00 Purchaser that: (d} balance at dosing: (i) The Premises abut or-have a rigbr of access to a'Public road; 4. Acceptable Funds. All money payable under this contract unless (ii) Seller is the sole Owner of ihe'Premises and has the full right, power and authority to sell,convey and transfer the same in accordance otherwise specified,shall be paid by: (a) Gash,but not over$1.000.00; ,with the terms of this comae (b) Check from the Town of Southold drawn on any back,savings (iii) Seller is not a"foreign person',as that tern is defined for bank,trust company or savings and loan association having a banking Purposes of tbe'FOreign Investment in Real Property Tax Act,Internal Revenue Code("1RC')Section 1445,as amended,and the regulations law)and.shall at Closing remit the witbheld'amount with the required promulgated thereunder(colle ctively"FIRPTA'); forms to the Internal Revenue Service. (iv)The Promises are not affected by any exemptions or abatements (f) The delivery of the Premises and all bui]dino(s)-and intptat entents of nixes;and -° l free of all debris, (v) Seller has been known by no other name for the past ten years, vacant acid free of leases ortenancies,. a except W All plumb (b) Seller covenants and warrants that all of the representations and egaipu cad n� warranties set-forth in this contract shall be true and correct at Closing. (c) Except as otherwise expressly set forth in this contract,none of ^O he4f.__4__-� Sellers covenants.-representations, warranties or other obligations contained in this contract-shall survive Closing, he mplia •; w 8.Condition of Property.Purchaseracl,•nowledges and represents that d0 a Purchaser is hilly aware of the physical condition and state of repair of (i) The delivery by the.partics of any other affidavits required as a the Premises and of all dtherproperty included in this sale,based on 'condition of recording the deed. Purchaser's own inspection and investigation thereof, and that Purchaser is entering into this contract based solely upon such 13. Deed Transfer and Recording Taxes. At Closing,certified or inspection add investigation, and not upon any information, data, official bank checks payable to the order of the appropratc State,City statements or representaliorts written or:oral, as to Ume physical or County officer in the amount of any applicable transfer andfor condition,state of repair,usc,cost of operation or any other matter recording tax'payable by reason of the delivery or recording of the deed related to the Premises or the other prpotty included in the sale,given or mortgage,if any,shall be delivered by the party req: by law-or or made by'Seller or its representatives,and shall accept the same"as by this contract to pay such.transfer and[or recording tax,together with is"in their present condition and state of repair,subject to reasonable any required tax returns duly executed and styotrtto,and such partyshith use,wear,ftear g (exeural deteriotafaon between the date Hereof and ffie cause any such checks and retums'to be delivered to the appropriate dl date of Closing ' ), officer promptly after Closing.-The obligation to pay any additional tax without any.reduction in the purchase price or'claim of any kind for any or en deficiency and any interest orpalties thereon shall survive Closing, change insuch condition by reason thereofsubsequent to the date ofthis contract. Purchaser and its;authorized representatives shall.have the 14. Apportionments and'Other Adjustments;�{'ater.Metec and otherwise)right;atmason8ble-times and upon reasonable notice(by tcicpboue or Installment Assessments,.{a) To the extent applicable;the following to Seller,to inspect the Premi se s before Closing. shall be apportioned as ofpmidnight of the day before the dayof Closing: 4, Insurable 7 iUe Seller shall give and Purchaser shall (i) taxes, on the basis of the lien accept such period for which assessed; CQ rueli 6io ' ptiates tille as any reputable title company licensed to do business in the State ffiGl4ga`98i 0-9 Pfbmir-ms on ofNew-York shall be.willmg to.approve and insure in accordance.with , its standard form of title policy approved by the New York Siatc. @�@nd{� ee]keted b , Ihs[rance Department;subject only to the matters provided for in this (b) if Closing shall occur before a new tax rate is fixed, the contract apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding fiscal period applied.to the latest assessed 10.Closing,Deed and Title.(a)".Closing"mcans the settlement of die valuation. obligations of Seller and Purchaser to each other under.this contract, --�O) If theria.is a wlateF MeWE Aii A6 Ao n including the payment of the.purchase price to Seller,and the delivery to Purchaser of a'Bargain and'Sale Dced.with Covenants Against. Giantor's Acts in proper statutory'short form for recording, duly executed and acknowledged,so:as'to'couyey:to Purchaser fee simple (d)Ifat the date ofClosingihe Premises am affected by'anassessment title to.the Pienlises'.free:of-a11 encumbrances,except as otherwise which is;or may become payable in.annual'installments,and the first hereto stated. The deed shall contain a covenant by Seller as required installment is then a lien,or has bce npaid,then:for the purposes of this by solid 5 of.SecGon 13 of Ume Lienl aw., contract all the unpaidinstallmeuts shall be considered"due and shall be (b) 'Me.Dced_shall be a full Bargain and Sale Deed.with covenants paid by Seller at or prior"to Closing. against Grantor's acts;in the proper'statutory..short form with the (e) Any errors or omissions iri computing apportionments or other follom,ing.additionallangmage contained inthedeed: adjustments'at Closing shall be corrected within'a"reasonable tine "WHEREAS; this certain plot, piece or parcel of land.more fully following Closing"This subparagraph shall,survive Closing. described herein; is being acquired -with monies of the Town of SouUmold it shaU.henceforUibe used;managed,operated or disposed of IS..Allomt'ance for Vnpaid Taxes,cte. Seller has the option"to-credit in,accordance yyith New.Y.brk•State.Town taw and Southold Town Purchaser as an adjustment to the ptrchase, Code." price with the amountofany unpaid taxes,assessments,waicneharges and sewctrents,together with fE}-If any interest and penalties thereon to a.date not less than five'busine s a days after Closing,provided that official bills therefore computed to said date arc produced it Closing. 16. Use of Purchase Price to Remove Encumbrances. If at Closing there are odrer.liens or encumbrances thatSellcr is:obligatcd to pay or discharge;Seller mayuse any portion ofthe casb.balanceofthepurchase tiro price to pay or discharge them;provided Scl]cr shall simultaneously deliver to Purchaser at Closing instruments in recordable form and 11.'Closing Date and Place. Closing sball'take place at ihc.officc'of' sufliciont'to satisfy such liens ofAncumbrances of record,together with the Southold Town Supervisor located at 54375 Main Street,Soutlold, the cost of rccording or filing,said instruments. Upon notice (by New York,on or about 3ANUARY 2,2023'following the adoption of telephone or otherwise),given not less Uman 3'business days before an atiUrorizing resolmuion and.full execution oft(»s Contract of Sale.The Closing,Purchaser shall provide chicks as requested to assist in clearing Closing may also be done in escrow if agroed to by'the parties, upYhese matters it.Conditions to.Closing.This contract and Purchaser's obligation to 17. Title Exuin]nklon;Seller's Inability to Convey;Llmltations of purchase..the Premises are also.subject to acid conditioned upon the Liability.(a)Purchaser shall order an exatnvratlonof title in'respectof fulfillment of the following condiflons.precedent: the,Premises from a title company Iic®used or authorized to issue title (a)Public Hearing held by,the Southold Town Board pursuant to the insurance by.the New York State'lnsurahc' Department or any agent-for Town Code and Section 347 of Uie.General Municipal Law regarding such title company promptly afler'tlie.exccuUon of this contract,or;if acquisition ofsution property this contract is subject to the mortgage contingency 'set forth.in (b)Resolution authorizing the Town of Southold to acquire..said paragraph 8, after.a mortgage connhitment has been accepted by property.. Purchaser. Purchaser shall cause a copy of.the title report and.of any (c)The accuracy,as of the date of Closing,of Ule representations and additions thereto to be delivered to the attomcy(s).for Seller promptly warranties of Seller made in this contract; ' after receipt thereof. [ If at the date of Closing Seller is unable to transfer title to Purchaser in accordance with this:contract,or Purchaser has other'valid grounds for refusing to close,.wheUier by reason of liens,encumbrances or other objections to title or otherwise (herein,collectively.called "Defects),other than those'subject to which Purchaser is obligated to (e)'Time delivery by Seller to Purchaser of a certification stating that accept title hereunder or which Purchaser may have waived and other Seller is not a foreign person;which ceatification shall be in the form thm.those which'Sellerhas herein expressly agreed4o remove,mmedv then required by FIRPTA. If Seller fails to'deliver the aforesaid or discharge and if Purchaser shall bo unwilling to waive the same and certification or ifPurchnser is not entitled under FtRETA to rely on such to close title without abatement of the purchase price,then,except as certification,Purchaser shall deduct and withhold from the purchase hereinafter set forth,Seller shall have the right,at Seller's sole.election, price a sum equal to 10%thereof(or any lesser amount permitted by either to take such action as Seller may deem advisable to remove; remedy, discharge or comnly with-such Defects or to cancel this contract;(ii)if Seller elects to take action to remove,remedy to comply contained in Applicable Envimmnental Laws,petroleum,solvents,or. with such Defects,Seller shall beentitled from time to time,upon Notice polychlorinated biplhenyls (iv) there are no above ground or to Pmehaser,to adjourn the date for Closing hereunder for a period or vndergronud storage tanks of containers at the Premises; e there are no periods not exceeding 60 days in the aggregate andtey cat SU Closing liens under Applicable Environmental Laws affecting the premises and shall be adjourned to a date specified by Seller not beyond such period, no government actions have been taken or,to the knosyledge of Seller, if for any reason whatsoever, Seller shall not have succeeded in are in process,which could subject any portion of the Premises to such removing,remedying or complying with such Defects.it the expiration liens;and(vi)there are no citations or summons served upon the Seller of such adjouninrent(s),and if Purchaser sball still be unwilling to waive with respect to and there has been no activity that would give rise to,any the same and to close title without abatement of the purchase price,then release,discharge or deposit,on the Premises that is the subject of this either party,may cancel this contract by Notice to the other given within Contract ofSale,ofa Hazardous Substance.As used herein,"Hazardous 10 days after such adjourned date; '(iii)notwithstanding the foregoing, Substances"shall mean any hazardous materials, hazardous waste, the existing mortgage.(unless this sale is subject to the same)and any hazardous and toxic substances,pollutants,contaminants,debris and matter created by Seller after the date hereof'shall be released, tither solid*wastes as those terms arc defined by any Applicable discharged or otherwise cured by Seller at or prior to Closing. Environmental Laws. For purposes of this paragraph 24,.Hazardous (c) If this contract is canceled pursuant to its terms,other than as a Substances shall not includc(y)subsiancesused by Seller in the ordinary result of Purchaser's dcfault;.this contract shall terminate and come to maintenance ofthe Premises,provided such use is in the ordinary An,end,and neither party shall have any further rights,obligations or of Seller's.maintenance,and z course liabilities against or to the other hereunder or otherwise,except that: r ()petroleum released in de memises Seller Shall.pmmp0y ref d OF ,. o P Eke fordri ing.anppallyassmotorveted hiclth heuIleXcse rtionsofthePremises `• for driving.and parking motor vebielcs. The representations.and the) DP:AffiPaYffleSt" u ' ' reimburse Purchaser for the net cost provisions of:this paragraph shall not survive CLOSING. This of examination of title,including any appropriate additional charges Agreement shall be interpreted and enforced in accordance with thelaws related thereto, and the-net cost, if actually paid or incurred by of the State OfNew York. If any provision(-)of this Agreement shall Purchaser,for updatinn the existing stirvey'of the Premises or of anew be lmforeeabte or invalid, the samc shall not affect the remaining survey,and(R)the obligations under paragraph 23,if applicable,shall provisions of this Agreement'and to this end the provisions of this survive the termination of this contract. Agreement are intended to be andshall.be severable. IS. Affidavit as to Judgments, Bankruptcies, etc. If a title 25. Environmental Assessment/Clean-Up Contingency. The examination discloses judgments,bankruptcies or other returns against Purchasers representatives shall, within fouttcen(14) days of full persons having names the sameasor•similaeto that ofSeller,Seller shali execution of this.Contract, inspect the Premises to determine the deliver an affidavitat Closing showing that deny are riot against Seller. existence of any'Hazardous Substances-(as defined in Paragraph 24 above)and nay other unacceptable materials that are required to be I9.Defaults and Remedies.(a)Ifl'urchaserdefaults hereunder,Scaler removed prior to Closurg consistent with the representations in Shall have such remedies as Seller shall be entitled to at law or in equity, parao-aph 24 of this Contract.The Irsult§of said inspection shall beset including butnotlhnitedto,.specificperformance. forth'inamemorandumfrom.lhe.Tow•n'sCommunitl,PreservadenFund (b)..If Seller defaults hcremr de,Pumbaser'shall have such remedies as Department or in written report. from Purchaser's consultant, and Purchases shall be entitled to at law or in equity,including,'but not forwarded to the Seller and Seller's attorney, Prior to closing,Seller limited to,specific performance shall remove all Hazardous Substances and an ups table materials Y' . .�P_ identified in the report and said to exist entire Premises.The removal of 20.Purchaser's Lien.All money paid on.account of this contract and all these items.shall be completed to the satisfaction of the office of the the reasonable expenses of examination of title to the Premises.and of Community Preservation Fund Department prior to closing; If Seller any survey and survey inspection charges,are hereby made Henson the elects not:to undertake any clean up required by this paragraph, Premises,but such liens shall.not continue after default by Purchaser purchaser may cancel this contract and neither party'shall leave any under this contract. firther.liability to the othcr,or purchaser may proceed to Closing. liability to the'other,or Purchaser may proceed to Closing- writing Notices.Any notice or other communication("Noticd)shall bein. writing and,either(a)sent fry either of the parties hereto or by their 26. Survey. 'Purchaser agrees,not later than seven(7)days after the respective attorneys who are hereby authorized to do so on their behalf' adoption of an authorizing resotutioa,to order a save y of.Ole premises or by the Escrbsiee by registered or certified mail,postage prepaid,or; to be prepared by a surveyor licensed by the-State of New York and to (b) delivered in person or by overnight courier,'.with receipt direct the surveyor to forward copies of the survey and survey reading, acknowledged,to the respective addresses given:m this contract for the as well as all related:notices, to the.Seller's attorney and the title party,to whom thc,Notice is to be given,or to such other address as such company. Said survey shall beat the cost elf the Purchaser. party shall hereafter designate by Notice given to the other party or parties and the Escrowee pursuant'to this paragraph. Each Notice 27-IRS W-9 Form.Seller agrees,to execute and deliver to Purchasers mailed shall be deemed given on the third business day following line attorney an IRS Fort W,9 at least twenty(20)days prior to closing of date;of mailing the same,and each Notice delivered in person or by Htle so that the Tower Comptroller's'Office may obtain and disburse overnight courier shad be deerihed given when delivered. necessary funds. Seller aclmowledgas that a delay in the delivery of the Wr 9 Form will result in the May of the seh'eduled Closing date. 22. No Asiigament. This contract may not be assigned by Purchaser without the prior written consent of Seller in each instance and any is.Pubile Visclosure Statement Seller shall,within tc4,(10).days of purported assignmcatt(B)made without such consent shall.be void. the execution.of this Contract, deliver the re,uihrod verified public disclosure statement for filing with the Town Fiscal Officer.At the time- 23. Broker.. Seller and Purchaser eaeh.repre;ents and.warrants to the bfClosing,the Sellershall submit a then applicable statement or aswora other That it has not dealt with any broker in connection with this-sale statement that there have been no.changes in interest since the date of other•than,XXXXX)XXX.(agent.XXRXXX..("Broker')and Seller' this Contract. Any cvide n6t of'a conflict of interest or prohibited' shall pay Broker any commission eared pursuant to a'separate contractual relationship"shall require approval of.the Contract-and siie agreearcat bctuecn Seller and Bioken'Seller and Purchaser shall by the Supreme Court of the State of hew York. indemnify anddefendeach other against any costs,claims and expenses, including reasonable.attorneys'fees arising out of the breach on their '29.DelMry.orDeed,The acceptance ofa Deed bythtFurchisershall respective parts of airy representation or agreement cotitainetl in this be deemed to be full performance in clischaz a of ever y ry.agreement and Paragraph.Thtprovisions of this paragraph'shall'survive Closing or,if' obligation on the part of the Seller to be performed:pursuant to the Closing'does not occur, the temhination:of this contract: Added provisions of this agrecrnent except those,if any,which are.herein suggested.changes bySi Seller's attorney, specifically stated to survive the Closing. 24.En,,iroamenta!'Representatiods. Seder represents that to thebest 30. Acknowledgement of.Chatitable Coritribotlbn: The Purchaser of Seller''-k1lowledge>,.(i)-No.Hazardous Substances(as hereinafter, acknowledges that the Seller may take a;charitablc contribution of the defined)have been.released,discharged,treated,stored or disposed of difference'between the fail market value of.Oic Premises as may be or otherwise'deposited in or on;or migrated to,the Premises,including established by the Sellers appraisal and the purchase price tobe paid by without.limitation of the generality of the foregoing,the surface waters the Purchaser pursuant to this Agreement.Aecordingly,if requested by and subsurface-watets of.tlhe Premises;(iri)There are no underground Seller,.the Purchaser may execute.Internal Revenue rm Service Fo g283 fuel tanks or septic•systems on the Premises; (iii) There are no and any,other documents required by the]ntemal Revenue Service in substances or conditions (including asbestos or asbestos-containing conjunction with Seller's claim for a charitable contribution,provided materials)in or oil fhaPremises or any other-parcels of and which may Seller`s valuation,is consistent with the kurchaser's appraised fair materially adversely.affect the Premises or use thereof ofwhicb.would market value. This acknowledgement does.not represent and shall.not be reasonably likely to support a'cldini or cause of action under any be construed as concurrence by the Purchaser of the shirred fair market existing federal, state or local environmental statute regulation, value, ordinance or other environmental regulatory requirement(hereinafter collective called"Applicable Lnvironrricntal Laws"),including,without 31.IRS§10-11.The Purchaser hereby acknowledges that itmay be the limitation,the Comprehensive Fnvironmental Response,Compensation intent of the Seller to structure its sale as a tax deferred exchange under and Liability Act("CERCLA"),as amended 42 U,S.C..§§6901,ctseq., IRC§103,1. Seller covenants that this will not delay the close of the RA" the Resource Conservation and RecovervAct.("RC )as.amended42 subject transaction nor cause the Purchaser any;additional.expenses. U.S.C.§§6901,ct seq.,and 6 NYCRR Part 360 of New York State, The,Seller's rights under tlhe purchase and sale agreement may be which terms stall also include,whether or not included in the definitions assigned to a'Qualified Intemhediary for MC §1031 Tax Defected •.d' Exchanges.Buyer agrees to cooperate with the Seller and the Qualified (t) Seller and Purchaser shall comply with IRC reporting Intermediary to complete the ertchadge. requirements,if applicable. This subparagraph shall survive Closing. (r) Each party shall,at any timo and from time to time,execute, pro Utilities. accer shall discontinue all utilities lu in the Premises and Each where appropriate and deliver such further instruments provide"disconnect letters prior to Closing;including PSEG,National and documents and take such other action as may be reasonably Grid and SCWA. requested by the other in order to.carry out the intent and purpose ofthis 33. 2:..o;Q-�of€ci A ae.r, - contract.:Tivs'subparagraph shall survive Closing. �lxa�"tents (h) This contract is intended for the exclusive benefit of the parties hereto and,except as otherwise cx}tressly provided herein,shall not be C 11 ` ' for the,benefit'of,and sball'not create any rights in,or be enforceable End I' by,any other person or entity. allalse 35. Counterparts; This contract may be.executed.in several cotmterparts,each of which shall be deemed'an original,and'all such Counterparts together shall constitute one and the same instrument, 34• Miscellaneous. (a) All prior understandings, a reemcn[s, However,the Contract shall not be effective of enforceable against any g. party hcrero until all parties'havc completely and properly executed at representations and.warranties,oral or written, between Seller and least Otte counterpart of the Contract-This Contract may be executed Purchaser are merged in this contract;it completely expresses their full by facsimile signatures,elcctionic(i.e.email)or portable document as been entered into after full i agreement and'h investigation,neither format C'P, DF')that shall be deemed originals tir7th$tc originals to be party relying upon any statement made by anyone else that.is not set provided within a reasonably time; facsimile .signatures or PDr forth in this contract.,(b) Neither this contract nor any provision thereof may be waived signatures shall.be treated as original signatures;and facsimile or PDF copies of this Contract shall be treated as original copies of this changed or canceled except in writing.This contract shall also apply to Contract and bind the hens,distributees,.legal representatives.-successors and permitted assigns oftlterespeCtiveparties.Ile partiesherebyauthorize 36. Taxes upon Transfer: Seller hereby acknowledges that the their respective:attomeys to agree in writing to any changes in dates and Purchaser is an-exempt municipal entity not subject to.':YYS transfer time periods provided for in this contract taxes including the Community Preservation Fund Tax.Pursuant to (c)Any singular word or term herein shall also be read as in the plural NYS Tax Law'Section 1404,the Seller sball have the duty to pay only and the neuter shall include the masculine and feminine gender,whether seller imposed taz obligations. the sense ofthis'contract may require it. (d)The captions is this contract arc for convenience of reference only and in no way.define,•limit or describe the scope of this contract and shall not be considered in the interpretation of this contract or any provision hereof.' (e)This contract shall not be binding or.eflective until dilly executed [SIGNATURE PAGE FOLLOWS] and,delivered bySeller and Purchaser. i IN WITNESS NVHEREOF,this contract has been duly executed by the parties hereto. Seller:QU ENTERPRISES CO.LLC Purchaser. TOWN OF SOU.THOLD l" By:.SCOTT RUSSELL,TOWN SUPERVISOR Attomey for Seller. Attorney for Purchaser' Anthony C.PasM Eaq. Paul M DcChance Esq. Esseks,Hefter,Angel,Di Talia&Pasca Town Attorney i Address: E.Main Street Address:'S4375 State Route 25- PO Box d,79 Riverhead,NY 1190I Southold,NY 11971 R Town of Southold Tel:631-369-1700 Tel:631-765-1939 t Contract of Sale PRGMISES TITLE NO. Section 55 Block 5 QUAD ENTERPRISES CO.LLC lots 17 County or Town Suffolk,Southold Street Number Address: 1645 Boisseau Avenue TO Soutbold,NY 11971 SOUTHOLD TOWN 'o`05UFF01,�0 RESOLUTION 2023-682 ADOPTED DOC ID: 19365 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-682 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 15,2023: WHEREAS,the Town Board of the Town of Southold is desirous of acquiring an undeveloped parcel-of real property located at 1645 Boisseau Avenue, Southold,NY and identified as SCTM No. 1000-55-5-17; and WHEREAS,the Town previously authorized an appraisal be conducted of the parcel in question to determine the current market value of the subject parcel, which was performed by Lawrence Indimine Consulting Corp. and dated January 9, 2023; and WHEREAS, in order to acquire said parcel it will be necessary to expend sums for a title search, survey and other related expenses; now therefore be it RESOLVED, that the Town Board of the Town of Southold hereby authorizes and directs the Town Attorney to proceed to acquire said parcel of real property identified herein, by negotiated purchase for an amount up to the market value of the parcel as determined by the independent appraisal dated January 9, 2023; and be it further RESOLVED,that the Town Attorney is hereby authorized to retain the services of a title examiner and surveyor in furtherance of the acquisition of the real property identified herein; and be it further RESOLVED, that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the purchase contract and all other documentation required to effectuate the acquisition of said parcel. Denis Noncarrow Southold Town Clerk RESULT: , ADOPTED [UNANIMOUS] MOVER: Greg Doroski, Councilman SECONDER:Brian O. Mealy, Councilman AYES: Nappa, Doroski,Mealy, Doherty, Evans, Russell VAIt1E;OPINIC7N QF CERTAIN'REAL PR(OPE RTY-k.. _ a.ad='Enter :rises: , . -'At " t' r, `s ''au•'Avenue Soxfihol 'SCTIVI#:1%OQO-555=17 TOj?11N`'OF SCO TFI T U F�F'OLI<: COUNTY OF:S F ;R STATE O N W X • -x i. =E: Y S ,P, EPAI2 D���B�P- °Aj L�{AI' ,IZ I ,( R A, h: z i.l s )': :E: •�' ���'IS•HEL T C D•CN N z,. : F. .i' i4 •.t,i., } , r <1 r li �.IUIa c 5: ,Y '.t. F, 3 STATE OF NEW YORK In the Matter of the opinion:of the fair market value of Quad Enterprises at 1645 Boisseau Avenue, Southold,NY SCTM#1000-55-5-17 STATE OF NEW YORK )ss: COUNTY OF SUFFOLK EDWIN FISHEL TUCCIO,being duly sworn, deposes and says: That I am a licensed real estate broker,License No. 15761,issued by the State of New York,residing at Roanoke Avenue,Riverhead,New York,with offices at 193 Griffing Avenue.,Riverhead,New York. That I have successfully completed Course R-1 Introduction to Real Estate Appraisal, R-2 Valuation Principles and Procedures,Ethics,and Standards of Professional Practice R-3 Applied Residential Property Valuation,R-4 Introduction to 1-4 Family Income Capitalization,and General Appraiser G-1, G-2, and G-3, and am a graduate of the Suffolk County Real Estate Institute. I received a Bachelor of Arts,Degree in Business from Long Island University, Southampton,New York. I am a Certified Construction Inspector, a member of the Eastern Federation of Real Estate Boards,The New York Society of Real,Estate Appraisers,The American Association of Certified Real Estate Appraisers,The National.Association of Real Estate Appraisers,The National Association of Realtors, and Past Director of The Suffolk County Real Estate Board. I am licensed by the State of New York,as a Residential, Certified General Real Estate Appraiser,License#46000034799. I have been actively engaged and have been a broker in sales of over two hundred twenty five million($225,000,000.00)dollars in volume of real estate in the County of Suffolk,consisting of residential,commercial, and industrial properties. I have extensive experience in appraising lands for the Town of Riverhead H.U.D., program, as well as extensive appraisal work for private individuals and firms in Riverhead, South-old, Southampton, and Brookhaven Towns. I have appeared as an expert appraisal witness before the Southold Town Zoning Board of Appeals, Riverhead Town Board,Riverhead Town Zoning Board, Riverhead Planning Board Southampton zoning board of appeals and the New York State Court of Claims, Supreme Court, and Surrogates Court. Annexed hereto is a listing of the firms and individuals whom I have previously done appraisal work. I am familiar with the subject parcel,and have personally inspected the property herein described and have no personal interest,present or future, direct or indirect, in said property which might affect my judgment regarding the fair market value, and I further state that the market data approach was used to establish the fair market value set forth herein. In the opinion of this appraiser, after taking into consideration the comparison approach,the fair market value of the subject parcel, as of March 25,2023, is as I follows: 3 $3,793,000.00 (three-million-seven-hundred-ninety'three-thousand)dollars l i s 1 Edwin ishel Tuccio N.Y. State Licensed Appraiser#46000034799 Certified General i Sharon Patterson CREA 3 I } PATIENCE STCOTT EVENS,ON SYork Sworn to before me this, Notary Public,State of New York No,01 SC6252170 i Day of mQ 2023 Qualified'in-Suffolk December 05,2023 ommission Expires NOTARY PUBLIC } l PURPOSE OF THIS APPRAISAL The purpose of this appraisal is to establish the fair market value of the properties described herein. This report is prepared to furnish as a guide as to the sale price that the property should command if exposed for sale on the open market on the date of this j appraisal. i i 3 DEFINITION OF MARKET VALUE ` i Market value as used in this report is defined as: The most probable price-a property should bring in a competitive open market under all conditions requisite to a fair,sale,the buyer and seller each acting prudently and knowledgeably,and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation.of a sale as of a specified date and the passing of title from seller to buyer under conditioned whereby: 1. Buyer and seller are typically motivated; 2. both parties are well informed or well advised,and acting in that they consider their best interests; 3. a reasonable time is allowed for exposure in the open market; 4, payment is made in terms of cash in United States dollars or in.terms- of financial arrangements comparable thereto; and 5. the.price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. E PROPERTY RIGHTS ' The property rights being appraised are fee simple. Fee simple is defined as: ¢ The maximum possible estate one can possess in real property. A fee simple estate is the least limited interest and the most complete and absolute ownership in land; it is of indefinite duration,freely transferable,and inheritable. HIGHEST AND BEST-USE defined as "that reasonable and probable use that will support. Highest and best use is p pp the highest present value, as defined, as of the effective date of the appraisal. Alternatively, it,is"that use",from among reasonable,probable,.and legal alternative uses,found to be physically possible,appropriately supported, financially feasible, and which results in highest land value." Simply stated,the highest and best use of a.site is "the perfect improvement that can be constructed on the site which will produce the maximum rate of return on the capital invested". The second definition applies specifically to the highest and best use of land or sites as though vacant. When a site contains improvements,the highest and best use may be determined to be different from the existing use. The existing use will continue unless f, and until land value in its highest and best use exceeds the value of the entire-property in its existing use plus the cost to remove the improvements. ` i The determination of highest and best use takes into account the contribution of a specific use to community-development goals as well as the benefits to individual property owners. The determination of highest and best use results from the.appraiser's judgment and analytical skill—that is that the use determined from analysis represents an opinion not a fact. In appraisal practice,the highest and best use is the premises on which value is based. In the context of most.probable selling price(market value), another term for highest and best use would be"most probable use". In the context of investment value,an alternative term would be"most profitable use." Any determination of highest and best use includes identifying the motivations of probable purchasers. These motivations are based on perceptions of the benefits that accrue property ownership. Different motivations influence highest and best use and are significant to an-appraiser's conclusions about the highest and best uses of any parcel of real estate. SITE The subject parcel SCTM#1000-55-5-17, is approximately 31.35 acres,with approximately 14 foot frontage on County Road 27,and approximately 567 foot frontage on Boisseau Avenue; and approximately 563 foot frontage on Railroad Avenue, as well as a narrow flag with frontage on North Road. The parcel is level and. partially wooded, and serviced by public electric,telephone,and water. IMPROVEMENTS There are no improvements. LOCATION AND ZONING The subject parcel is located in the Town of Southold,in an area primarily zoned RA- 80,with a small northern portion zoned General Business.The area consists primarily of single family residences,year round and seasonal,with commercial uses to the north. i ASSESSMENT The subject parcel SCTM#1 000-55-5-17 is assessed on the Town of Southold tax rolls, as follows: Land: $ 9,400.00 Improvements: 0 Total: $ 9,400.00 CAPITALIZATION PROCESS This analysis presumes that the property will be sold at some future date, at a price that is agreeable to buyer and seller,with the highest possible mortgage amount,and the lowest possible interest rate. The rate of return on the equity position is normally higher then the mortgage rate,and reflects the other possible investments in stocks, bonds, and U.S. government securities;and such possible investments whose posture and status may readily be checked in the financial.pages. Also considered is the potential increase or decrease in value of property in a normal holding period at the time of resale. CERTIFICATE OF VALUE The undersigned does hereby certify that, except as otherwise noted in the appraisal report that: I I have-no present or contemplated interest in the real estate that is the subject of the report. 2. 1 have no personal interest or bias in respect to the subject matter of the report,or the parties involved. 3. To the best of my knowledge and belief,the statements of fact contained in the report upon which the analysis,opinions,and conclusions,expressed herein are based in truth,and correct. 4. This appraisal report sets forth all the limiting conditions affecting the analysis, opinions, and conclusions contained in this report, bk>y k a`�` �A16�r '� � art � ��•�� a�.'��;r'��� 40 OM 49 1 • i st 3/13/23,11:48 AM RealQuest.com®-Report Streei (dap Pius Report For Property Located At . 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'~ TCH f�S °nlverwan° - \ S-eE 9EG.Ho.C°J i ,,9 ''e ,�'r!• t'r `COUNTiYOFSUFFOLK ® N >,gt,CE F '°' ..a'�m _ °a:waw t000 , 1i�"''� °r... aura+uw - -m,n -•-- ".`. 2 -' —�— wwrFwa ..vt7w a sup OR v - uuw }`�k Real Property Tax Service Agency W om u°una,s r nwnon a E m m w os sot7raa o -- -- 1..M• ~tee a ....... ° � s°o ckN u1,.A+rao.d.rfroa , , s�c,cu cawTr rw<wvcw+nncn •, OrJJ •• • u.r ,hTiN]Ur WRIRB191.6SW 611E p 'i-__ vat•YiY f R—�——•——• —__� � s sa c o as s.-._.. _. _.w__ _._ rM —_— 1I1 arYw� 'Y'A• >v � fM $ arv,L a10m9(1'/TA%59bRE 4r 3/29/23,11:31 AM RealQuest.com®-Report Flood Map Report For Property Located At RealQuest CoreLogic 1645 BOISSEAU AVE, SOUTHOLD, NY 11971 Report Date: 03/29/2023 County: SUFFOLK,NY Flood Zone Code Flood Zone Panel Panel Date X 360813-36103CO158H 09/25/2009 i Special Flood Hazard Area(SFHA) Within 250 ft.of multiple flood zones? Community Name I Out No SOUTHOLD Flood Zone Description: Zone X-An area that is determined to be outside the 100-and 500-year floodplains. IWO DI 41 i Flood Zones ■ Coasts'too-year rluodwav ■ i0o-}roar rlaudmav Uodetnmfnud 500-year Fbaeown Ind,fame txotodtd arcs Cca"too-Va..rloogAaln 100-yaar rioodPlatn Unkno»n of Alta Ndt J6dutfcd Out of 5podaf nand Hazard Ares https://pro.realq uest.com/j sp/report.jsp?&action=conff rm&type=yetre port&record no=0&reportoption s=7f65b23b-de35-4cac-aOaf-34fd9c47c9f9&now=l... 1/2 COMPARABLE SALES 1 2 3 Sale Price $4,812,500.00 $1,075,000.00 $2,000,000.00 Closing Date 2/22 10/21 7/21 Adj.Date - +10% +10% SCTM# 1000-100-2-2 1000-55-6-33.1 1000-73-1-2.2 Location Oregon Road Laurel Avenue Oregon Road Mattituck Southold Cutchogue Adj.Location -5% +20% -5% Parcel Size 49.25 acres 14.60 acres 13.36 acres Adj. Parcel Sz. - - Zoning AC R-80 AC &R-80 Adj.Zoning +5% +5% +5% Net Adj. - +35% +10% Adj. Value $4,812,500.00 $1,451,000.00 $2,200,000.00 Per Acre $97,716.00 $99,384.00 $164,671.00 After adjustments there is a value range between$97,716.00 and$164,671.00 per acre. Therefore in the opinion of this appraiser, after averaging,the fair market value of the subject parcel,using the comparison approach, as of March 25,2023 the fair market value of the subject parcels is: $121,000.00 per acre x 31.35 acres= $3,793,000.00(three-million-seven-hundred-ninety-three-thousand)dollars COMPARABLE SALE 41 IMPROVEMENTS: none DESCRIPTION: approximately 49.25 acres partially wooded parcel GRANTOR: Tara La Group Inc. GRANTEE: Bandits Farm LLC DATE: 2/22 SALE PRICE: $4,812,500.00 PRICE PER ACRE: $97,718.00 per acre LOCATION: 405 Oregon Road,Mattituck PROXIMITY TO SUBJECT: 8.5 miles SCTM#: 1000-100-2-2 PARCEL SIZE: 49.25 acres ZONING: AC COMMENTS:The parcel is larger than the subject. 3 Comparable #1 i M AJ �1 VAR Ek e a� ��' � }; ♦ ,��� , �� �'� ✓ i�''r ,� �►� l '��l� PIP, .+API I� �' +jt ; ,� k nt ±�e# 1 �.°¢ f !tf 9 iR i 1 t T t #�i HOW ,'���'�� 3/23/23,2:26 PM RealQuest.com®-Report Street Map Plus Report PIP For Property Located At . - 405 OREGON RD, MATTITUCK, NY 11952 i f i https:l/pro.reaiquest.comfjsp/report.jsp?&action=confirm&type=getreport&recwrdno=0&reportoptions=8e6e5d49-0895-4tb9-9bbb-4ae07a bb9ec9&now... 1!1 �:P\• Y[!/E. GM 1 SEE SEC.No.OM \� e ..'i t •4,!f t FOR PCL.NO.gi FOR GCL NO. N"' , ~ ' l MR GCL NO. y SFi SEC.ISO. / \ +F.E 9EG NO. SEE SEC.NO. ' y.^C g•.-'` ,',-4M(13-0Ot.il�" Ll '� 'r„p >A.� \ ,ti rrz�sK'es,rtr..xD �! /•-� '� '� ' J ; A, \\\ ,;: '`\ cowslRir+wfASOrtNn \ •.:\ op, r 12 5.5 `•.y y'o �. .� -� t i\ � nfe ir+z:rrr'�acr�.ra ,h / �",'\ sf�,/ d' 'k.' ~ .n VII roau�:rcr:w+a,.c w s-4 •&l, !,6�� �f�� 41 ,\\ 6G+m Ca s�wwo:o `\\ /n\ %'f \ � �,•� 2! by \ unw enm m f \ L / r 52 \tp7\^�\• rP a FOR aa No, ''t _ ,'^ice" •\ �. Y x�l \ i\ �l •`\s // 'v \ �. SEE SEC.WX r la"I SA 5.. b .\ \\ w� �•\� t/ +LA �, ae aowcxnc+rm \ UVA 41 04, �44 � Y �' RaswwaoUrwrcO \ `` vo L \\,+:/\ FOR FC,-NO.'V ;alp ,y,�. oE+BonlPNrfw+:a1 �. , t .r SEE sm N*. u FORsEPCLe.go.,'\ :'Y it,,rW"'°'4w. `� •,i:• `\ +T'R -kzolra�s •, 21NyG \�} , -� IMb\`A•,.�y�l 1 yI.• f y' •`, ! !j. �\ P 1+6^to sEs SEC. .Nc. m IP FOR PCL NO. SEE stl_ - *PA Ai" f.� '.� '`''�'.'- _ .;,1-% ,erowefa - � y�,,, !",- >>r%' \,¢ wirer•_ f-- .� _ .«.•a .� LR+e`'.�'.�.e�e� W. SEE SEC.NO.15r .eo rA.enwa y..mv.u. _ ,,....,.f.. •••�. n COUNTY OF SUFFOLK C) N NOME K SECNON NO. E Real Yraper:rTtxSezi'iceAgency K>aw'°NSAi.E°R Y JCn:rrer&—', IkiMIff"i W E SUfiT%x:c1AT'(rANVeNma+aSen M m ' rvwx SOUTHOLD 100 ——��— ,.. �--- ...,.+.,» t211 ...a... •. a'A. � wirnwr wc�e, s� p u, ..�a_ 1 VV —_— — g RPx MC/aRr TA+(�M1l^E K.BlLY > H1A2 C'+ COMPARABLE SALE #2 IMPROVEMENTS: none DESCRIPTION: approximately 14.60 acres partially wooded GRANTOR: Mooney GRANTEE: New Roots LLC DATE: 10/21 SALE PRICE: $1,075,000.00 PRICE PER ACRE: $73,630.00 per acre LOCATION: 777 Laurel Avenue, Southold PROXIMITY TO SUBJECT: .50 miles SCTM#: 1000-55-6-33.1 PARCEL SIZE: 14.60 acres ZONING: R-80 COMMENTS: The parcel is smaller than the subject. I � 'v -r. Alf ." -vo ,. 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(21) ; ......- •. y.,•C`• vmwr„arrtNraecan+c P a noran-rx 3DAMM noewr COMPARABLE SALE#3 IMPROVEMENTS: none DESCRIPTION: approximately 13.36 acres partially wooded GRANTOR: Ricci GRANTEE: Olsen Family Trust DATE: 7/21 SALE PRICE: $2,000,000.00 PRICE PER ACRE: $149,700.00 per acre LOCATION: 14995 Oregon Road,Cutchogue PROXIMITY TO SUBJECT: 4.2 miles SCTM#: 1000-73-1-2.2 PARCEL SIZE: 13.36 acres ZONING: AC&R-80 COMMENTS:The parcel is smaller than the subject. 3 33� 3 31 1 1 3 6' + ,I , , r� I � n , r °a • JReport Street ` Plus Report r For Proper�y Loc,'ited At ♦ 'c3�QUG�t Corelo�ic� 14995 OREGON `D CUTCHOGUE, NY 11935 ,f l F ,43J yND Nxx_Ns .� 50 a mass �J roxvaxo. �accNo a1 6 / 11w. / VO Rt?' 9.Vd p. ® 07afila7s s+�'D !` Io / P FOR PCL NO. SEESEC, 07GOtdf7.37.3 I w0% Z'9 / 1.7A I u DaG l Zg qo 511 I ...�• a✓� P0. 28 FOR PCL No, .0 SEV . .Aoso 1.1 41 Sa u(q I s FORPMN3 I Q3 sEESEc.No..� � maotaa.l I I uNu im. I I OFOR PCLNO. I i SEE SEC.No. p� sAi w4-0-OM7 '4 31.1A 4S u YL4 ` 13.4A 12� FOR PCL NO. FORPCLNO.Ma.No. SEPSEO.NO. --- _---_L Z.��.._�� _NIA7CN Z "--__— _—___Za.__—___.—_____UNE MATCN uNE SEESEC,NO.CB/ \ SEE SEC.NO.Oaa K rm+or SECTION NO Nonce cmr COUNTY OF SUEFOLK © E sou7Nolo G.....N+suiw. RLl �,,,�,, O ^�^'°'� --•-- """"°'w --"-- .o-on ma WMAtKlKiN1k1WI0K6ILG�N ('o ROaIPFoperty T2X SPJViCB Agency Y xu cc 73 GaunfYCeaRIRF�eUiana.NYii9a1 M i v. -- oru.--.w.-- wem.* wmourwcnwPw.ma.�ac�E G A @' osvcNo tOm R''NN u�''a u. ax.ewu�r*uuwu�owc, P PROPERLY MAP --__— -- -- �CCMlS95CM6VLae]0.i0�1 SALES COMPARISON APPROACH The sales comparison approach is predicated on prices paid on actual market transactions. ' This is a process of analyzing sales of recently sold properties in order to derive an indication of the most probable sale price of the property being analyzed. The reliability of this technique is dependent upon;the availability of comparable sales,the verification of sales data,the degree of comparability or extent of adjustments, and the absence of lion-typical conditions affecting the sale price. 1 The sales comparison approach is based on the principle of substitution that states that, " a purchaser would pay no more for real property than the cost of acquiring an.equally desirable substitute on the open market." F I In applying the comparison approach the appraiser takes five steps. f 1. Seeks similar properties for which pertinent sales data is available. r 2. Qualifies the prices as to terms,motivating forces, and bona fide nature. 3. Compares each of the comparable properties important attributes with the corresponding amenities of the property being appraised. 3 4. Considers.all dissimilarities in terms of their probable effect upon sales price. E f 5. Formulates an opinion of the relative,value of the property being appraised as compared with the price of similar properties. j These sales are of similar utility and are located in similar areas. A stable price trend is i indicated by these sales, but some adjustments have been made. i I J EXPLANATION.OF ADJUSTMENTS OF COMPARABLE SALES f TIME—There is an adjustment of+10%on comparables#2 and#3,as both are�from 2021,and the market has been on the rise. LOCATION—There is an adjustment of-5%on comparables#1 and#3,as they are located in more desirable areas, and an adjustment of+20%on comparable#2, as it borders L.I. Railroad tracks. PARCEL SIZE—There is no adjustment for parcel size,this appraisal is per acre. 1 ZONING-There is an adjustment of+5%on all three comparables of+5%,as a small northern portion of the parcel is zoned business. Comparabl`es range in value, after adjustments,between$97,716.00 and $164,671.00 per acre. Therefore,in the opinion of this appraiser, after averaging,the fair market value of the subject property;using the comparison approach, as of March 25, 2023,the fair market value of vacant developable land is as follows: $121,000.00 (one-hundred-twenty-one thousand) dollars per acre or $3,793,000.00 (three-million-seven-hundred-ninety-three-thousand)dollars i 1 t �f Et t i { f tE t 1 f 6 i i i I I i ! 3 1 i SOUTHOLD TOWN i The subject property is located in the Town of Southold,which is bounded on the south by Peconic Bay, and on the north by Long Island Sound. Southold is located on the north fork of Long Island. The latest census estimates the population at approximately 24,000 persons. Southold has experienced steady growth, fueled by a year round as well as a seasonal resident market. The health care needs of the community are met by Eastern Long Island Hospital and Peconic Bay Medical Center. Recreational facilities include local parks, and beaches on Long Island Sound,and i i Peconic Bay. There are a few industrial parks,as well as downtown shopping areas,and shopping centers. The Incorporated Village of Greenport is part of Southold Town,and has an active downtown area, which also accommodates boaters with its numerous docking facilities. Public transportation'is adequate,with direct commuter service via the Long Island Railroad, and.the Hampton Jitney, as well as bus service through Suffolk County.The town major roads are North road,and Main Road,both running east to west. There is also ferry service.across Long Island Sound to Connecticut at the easternmost point in the town, Orient. i h i STATEMENT OF CONTINGENT AND LIMITING CONDITIONS I assume no responsibility for matters legal in nature,nor do I render any opinion as to title, - which is assumed to be marketable. The property is appraised as though under responsible ownership,free and clear of liens. I The tax map in.this report is included to assist the reader in visualizing the property, and I i assume no responsibility for its accuracy. I have made no survey of the property. ? I am not required to give testimony or appear in court because of having made this appraisal, s with reference to the property in question,unless arrangements have been previously made thereof. I assume that there are no hidden or unapparent conditions of the property, subsoil or structures 3 which would render it more or less valuable. I assume no responsibility for such conditions or for engineering which might be required to discover,such factors. In no way has the appraiser been made aware of or has any knowledge of any hazardous waste chemical materials discharge on this site. No representations are made as to the disposal of } s waste materials past,present,or future, as the appraiser has neither the authority nor expertise to comment on this subject. I The fee paid to the appraiser for this report does not include testimony for appearances in any i court, commission, conference or hearing; such services,if required;are to be contracted for an additional per diem charge. The distribution of the total evaluation in this report between land and improvements applies only under the existing program of utilization. The separate valuations for land and building must not be used in conjunction with any other appraisal and are invalid if so used. Information,estimates and opinions furnished to me and contained in this report were obtained fiom sources considered reliable and believed to be true and correct. However,no responsibility for accuracy can be assumed by me. This appraisal was made for the purposes stated and for no other purpose. Neither all or part of the contents of this report, or copy thereof, shall be used for the purpose by any but the client without previous written consent of the appraiser and or the client,nor shall it be conveyed by any including the client to the public through advertising,public relations,news, sales,or other media, without written consent and approval of the author,particularly as to the valuation conclusions,the identity of the appraiser, or the firm with which,he is connected,or any reference to any professional society or institute or any initialed designations conferred upon the appraiser. Appraiser-Consultant responsibility`is limited to client and use of the appraisal by third parties shall be at the risk of client and/or third parties. i CERTIFICATION AND RESTRICTION UPON DISCLOSURE AND USE 4{ The undersigned does hereby certify that except.as otherwise noted in this appraisal report; ! i 1. I have no present or coritemplated future interest in the real estate that-is the subject of this appraisal report. 2. I have no personal interest or bias with respect to the subject matter of this appraisal report or the parties involved. 3. To the best of my knowledge and belief,the statements of fact contained in this appraisal report,upon which the analysis,opinions,and conclusions expressed herein are based, are true and correct. 4. This appraisal report sets forth all the limiting conditions,affecting the analysis,opinions, and conclusions contained in this report. 5. This appraisal.report has been made in conformity with.and is subject to the requirements of the Code of Professional Ethics and Standards of Professional Conduct of the American Institute of Real Estate Boards. RESTRICTION UPON DISCLOSURE AND USE Disclosure of the contents of this appraisal is governed by the By-Laws and Regulations of the American Institute of Real Estate Appraisers of the National Association of Real Estate Boards. J E 1 1 3 t E E CLIENTS Town of Riverhead Riverhead,NY 11901 Town of Southold Southold,NY 11.971 Town of Southampton Southampton,NY 11968 County of Suffolk Riverhead,NY 11901 Suffolk County Public Administrator Riverhead,NY 11901 Suffolk County Water Authority Oakdale,NY 11769 t BOCES Westhampton,NY 11977 i IRS Riverhead,NY 11901 I f Diocese of Long Island Garden City,NY 11530 Federal Reserve Bank of New York New York,NY 10045 E Suffolk County National Bank(former) Riverhead,NY 11901 North Fork Bank and Trust(former) Mattituck,NY 11952 Federal Land Bank Riverhead,NY 11901 First American Title Riverhead,NY 11901 Twomey,Latham,Shea&Kelley Riverhead,NY 11901 J John Serpico,esq. Brooklyn,NY 11201 Rockwood,Edelstein&Duffy White Plains,NY 10601 4 I t Platt,Platt&Platt Southampton,NY 11968 Jeamnarie Costello,esq. Riverhead,NY 11901 { John Brown,esq. Riverhead,NY 1,1901 John Tsunis,esq: Hauppauge,NY 11788 William Andes,esq. Riverhead,NY 11901 Robins,Wells&Walzer Bayshore,NY 11706 { Keegan&Keegan j Patchogue,NY 11772 Peter Danowski,esq. Riverhead,NY 11901 John Taggart,esq. Riverhead,NY 11901 Kandell,Farnworth&Pubins i A. quebogue,NY 11931 Grumman Aerospace Calverton,NY 11933 �3 The Salvation Army New York,NY The Furst Foundation Carle Place,NY 11514 INSTRUCTIONS(RP-5217-PDF-INS):www.orps.state.ny.us FOR COUNTY USE ONLY New York State Department of C1.SWIS Code I Taxation and Finance e2.Date Deed Recorded Office of Real Property Tax Services RP-5217-PDF C3.Book I C4.Page Real Property Transfer Report(8I10) PROPERTY INFORMATION 1.Property 1645 Boisseau Avenue Location 'eTRF.ET NUMBER STREET NAM[ ' Southold 11971 •CITY OR TOWN Vii:AGE 'ZIP CODE-- 2.Buyer Town of Southold Name •IAST NAMEICOMPANY FIAST NAME LIST NAMEfOOMPANY FIRST NAME 3.Tax Indicate where future Tax Bills are to be sent Billing if other than buyer address(at bottom of form)Address LAST Nn"u:rcoM=ANY t mast NAME STREET NUMBER ANONAME CIrvoN row- STATE ZIPCOpE 4.Indicate the number of Assessment 1 }{of Parcels OR ❑Part of a Parcel (Only if Part of a Parcel)Check as they apply: Roll parcels transferred on the deed�__ 4A,Planning Board with Subdivision Authority Exists S.Deed X OR 31.35 4B.Subdivision Approval was Required for Transfer Property •FRONT FEET 'DEP1H 'Acres EJ Size 4C.Parcel Approved for Subdivision with Map Provided Quad Enterprises Co., LLC 6.Seller •LAST NAME/COMPANY FIRST NAME Name LAST NAMECOMPAhe, FLRST NAME ' 17,Select the description which most accurately describes the Check the boxes below as they apply: use of the property at the time of sale: 8.Ownership Type is Condominium D.Non-Residential Vacant Land 9.New Construction on a Vacant Land 10A.Property Located within an Agricultural District 10B.Buyer received a disclosure notice indicating that the property Is in an O Agricultural District SALE INFORMATION "16.Check one or mom of these conditions as applicable to transfer: A.Sale Between Relatives or Former Relatives 11.Sale Contract Date O 9 2 2 2 02 3 B,Sale between Related Companies or Partners in Business, C,One of the Buyers is also a Seller _ D.Buyer or Seller is Government Agency or Lending Institution 1Z.Date of SalalTransfer E.Deed Type not Warranty or Bargain and Sale(Specify Below) F.Sale of Fractional or Less than Fee Interest(Specify Below) *13.Full Sale Price 3,300,000•00 G,Significant Change in Property Between Taxable Status and Sale Dates (Full Sale Price is the total amount paid for the property including personal property H.Sale of Business is Included in Sale Price .I, Other Unusual Factors Affecting Sale Price(Specify Below) This payment may be in the form of cash,other property or goods,or the assumption of 1 None mortgages or other obligations)Please round to the nearest whole dollar amount. ' Comment(s)on Condition: 14.Indicate the value of personal property included in the sale 0 .00 ASSESSMENT INFORMATION-Data should reflect the latest Final Assessment Roll and Tax Bill 16.Year of Assessment Roll from which Information taken(YY) 23 117.Total Assessed Value 9,400 •18.Property Class 105 _ .19.School District Name Southold *20.Tax Map Identifier(s)fRoll Identifier(s)(If more than four,attach sheet with additional identifier(s)) ' 1000-055.00-05.00-017.000 CERTIFICATION 1 Certify that all of the items of Information entered on this form are true and correct(to the best of my knowledge and beliet)and I understand that the making of any willful false statement of material fact herein subject me to!harp eyistttntL of the penal law relative to the making and filing of false Instruments. S[54.ER��,IA"10 �.R..C9NIAE INFORMj1TfON Quad Enterprioses �, (Enter Information for the buyer,Note If buyer Is LLCsodery,assouaeon,mrporaLon,pet stock company,estate or entity that is not an individual agent or Lduriary,then a name and contact information or an mdi idualfresponslble _ by: party who can answer quesfiona ragaroing the transfer must be entered,Type or print clearly) SELLER SIGNATURE CATS Michael E. ICarttoko _,j�g Member Town of Southold •LA•SI I"IF IRST NAME (631) by: 'AREA CODE •Tf.;EPwJr„:IUMe�R lF•Y:.,9P�! AlberE17MPski, Jr., Supervisd'4TE 54375 Ma-in Sheet •STREET NUMBER 'STREET NAME Southold NY 11971 •CITY OR T06" •STATE 'ZIPCGOE BUYER'S ATTORNEY t 1.1 11 4 DeChance, Esq. Paul M. I I I I I !LAST NAME FIAST NAME 1 (631) 765-1939 i tL•, 1 1 PREAcO.1 TELEPHONE WM3LR JEx 99SMI) Townships: East Hampton 03 Peconie Bay Region Riverhead 06 Shelter Island 07 Community Preservation Fund Southampton 09, Southold 10 Proceeds of this transfer tax are disbursed to the Townships in which the transaction takes place for its acquisition of land,development rights,and other interests in property for conservation purposes. Please print or-type. --- Schedule A Information Relating to Conveyance Grantor Name(individual;last,first,middle initial) ...... Social Security Number ❑Individual Quad Enterprises Co.,LLC ❑Corporation Mailing address Social Security Number ❑Partnership PO Box 67 City State ZIP code ❑Individual Town of Southold �Corporation Mailing address --- Social Number ❑Partnership 54375 Main Street .._.__�.._.�....__...__........... ._. ---"---'--- ❑Other Clty State ZIP code Federal employer ident. Southold NY 11971 I ; Location and description of property conveyed Tax map designation Address Village Town Dist Section­i Blocky —`—"""`—'---- �� 9645 Boisseau Avenue _ 1000 � 055.00 05.00 017.000 Southold Type of property conveyed(check applicable box) Date of conveyance Dual Towns: ❑Improved O Residential S Vacant land ❑ Commercial --'----'— —"'— m 11, d,v ve+� Condition of conveyance(check all that apply) X a.-Conveyance of fee Interest b..Acquisition of a f. -Conveyance which consists of a mere k.-Contract assignment controlling Interest (state change of Identity or form of ownership or I. -Option assignment or surrender percentage acquired y) organization m.-Leasehold assignment or surrender n,- c.-Transfer of a controlling interest(state g.-Conveyance for which credit(or tax Leasehold grant X percentage transferred %) previously paid will be claimed o. - Conveyance of an easement p. - d.-Conveyance to cooperative housing h.-Conveyance of cooperative apartment(s)I. Conveyance for which exemption is corporation •Syndication claimed(complete Schedule B.Part II) e_-Conveyance pursuant to or in lieu of j. •Conveyance of air rights or development q.-Conveyance of property partly within and foreclosure or enforcement of security rights partly without the state interest r. -Other(describe) ..._,.�.............—..... --_....._.... � ..._._-_._....... _ Schedule B - Community Preservation Fund Part I-Computation of Tax Due - 1.Enter amount of consideration for the conveyance(from line 1 TP584 Schedule B) 1 3,300,000.00 2.Exemption(see below) 2 0.00 3.Taxable consideration(subtract line 2 from line t) 3 0.00 4.2%Community Preservation Fund RIVERHEAD(from line 3) ...... 5.2.5%Community Preservation Fund EAST HAMPTON,SHELTER ISLAND,SOUTHAMPTON,SOUTHOLD =-4 6.Property not subject to CPF'Fax(See Schedule C) 6 s 0.00 For recording officer's use Amountreceived Date received Transaction number Allowance:(Effective 04/01/2023) Exemptions on Residential Property Only East Hampton $400,000.00' Improved $100,000.00 Vacant Land(Unimproved) No exemption on conveyance greater than$2,000,000 Shelter Island $400;000.00 Improved $100,000.00 Vacant Land(Unimproved) No exemption on conveyance greater than$2,000,000 Southampton $400,000.00 Improved $100,000.00 Vacant Land(Unimproved) No exemption on conveyance greater than$2,000,000 Southold $200,000.00 Improved $ 75,000.00 Vacant Land(Unimproved) No exemption on conveyance greater than$2,000,000 Exemptions on Residential and Commercial Property Riverhead $150,000.00 Improved $ 75,000.00 Vacant Land(Unimproved) hev OS/10/2023 i Schedule C (continued) Part'![-Explanation of Exemption Claimed in Part I,line 1(check any boxes that apply) The conveyance of real property is exempt from the real estate transfer tax for the following reason: a.Conveyance is to the United Nations,the United States of America,the state of New York or any of their instrumentalities, agencies or political subdivisions (or any public corporation, including a public corporation created pursuant to agreement or rV, compact with another state or Canada) U b.Conveyance is to secure a debt or other obligation c.Conveyance is without additional consideration to confirm,correct,modify or supplement a prior conveyance d.Conveyance of real property is without consideration and not in connection with a sale,including conveyances conveying realty as bona fide gifts e.Conveyance is given in connection with a tax sale f.Conveyance is mere change of identity or form of ownership or organization where there is no change in beneficial ownership. (This exemption cannot be claimed for a conveyance to a cooperative housing corporation of real property comprising the cooperative,dwelling or dwellings.) g.Conveyance consists of deed of partition h.Conveyance Is given pursuant to the federal bankruptcy act D I.Conveyance consists of the execution of a contract to sell real property without the use or occupancy of such property or the D granting of an option to purchase real property without the use or occupancy of such property j.Conveyance or real property which is subject to restrictions which prohibit the use of the entire property for any purposes except agriculture, recreation or conservation, pursuant to Section 1449-ee (2) (j) or (k) of Article 31-D of the Tax Law, ❑ (See required Town approval,below) k.Conveyance of real property,for open space,parks,or historic preservation purposes to any not-for-profit tax exempt O corporation operated for conservation,environmental,or historic preservation purposes. I.Other list explanations in space below(Grandfather/Contract) r—jU m.Conveyance of real property as a primary residence where the grantee is a first-time homebuyer (attached approved application) n.Conveyance of real property to a tax exempt,not-for-profit corporation for the purpose of providing affordable housing. o.The conveyance is approved for an exemption from the Community Preservation Transfer Tax,under Section 1449-ee of Article 31-D of the Tax law.(See j in Schedule C) Town Attorney or other designated official Penalties and Interest Penalties Interest Any grantor or grantee failing to file a return or to pay any tax within Daily compounded interest will be charged on the amount of the the time required shall be subject to a penalty of 10%of the amount tax due not paid within the time required. of tax due plus an interest penalty of 2%of such amount of each month of delay or fraction thereof after the expiration of the first 1 month after such return was required to be filed or the tax became due, However, the interest penalty shall not exceed 25% in the aggregate. Signature (both the grantor(s) and grantee(s) must sign). The undersigned certify that the above return, including any certification, schedule or attachment, is to the best of his/her knowledge,true ar�d comglgt8. Quad Enterprises l0 LL TOWri Of SoutholdOlSouthold by: Grantor Michael E. Kontokosta, Managing Member, Albert J. Kfthfh, Jr., Supervisor Grantor Grantee 12421an:0010,a McGivney, Julie From: Lake, Cynthia Sent: Monday,January 8, 2024 8:25 AM To: McGivney,Julie Subject: RE:Tax amount due Hi Julie, Please be advised _he intersest amount#fo_° anllt"'wokiild 'e'$2:2'3. Tfia`t'amount would then be added to the figure' Claire gave you for the tax portion. Let me know if I can be of any further assistance. 1 Sincerely, ,+ 1 c�vLtk%a La lie Deputy Receiver of Taxes Do Southold Town 631-765-1803 1 CONFIDENTIALITY NOTICE: This communication with its contents may contain confidential and/or legally privileged information. It is solely for the use of the intended recipient(s). Unauthorized interception, review, use or disclosure is prohibited and may violate applicable laws including the Electronic Communications Privacy Act. If you are not the intended recipient, please contact the sender and destroy all copies of the communication. From: McGivney,Julie<juliem@southoldtownny.gov> i Sent: Monday,January 8, 2024 8:03 AM To: Lake, Cynthia<cynthial@southoldtownny.gov> Subject: RE:Tax amount due Thank you for that information. I know its an unusual request, but I would appreciate your telling me the amount due for Dec. 1—Jan.11. Those specific days. This is an unusual closing situation. Please calculate the amount due on January 11,only. You will be getting a check from the seller for that amount. Thanks, Julie From: Lake, Cynthia<cynthial@southoldtownny.gov> Sent: Monday,January 8, 2024 7:50 AM To: McGivney,Julie<iuliem@southoldtownny.gov>. , 1 Cc:Glew, Claire<Claire.Glew@town.southold.ny.us> Subject: RE:Tax amount due Good morning Julie The total first half taxes due for 1645 Boisseau, if paid between January llth and February loth are$6976.41. That includes the original tax amount of$6907.34 plus 1%penalty of$69.07. Please let me know if you require any further information. Sincerely, c�wth�a La Ise Deputy Receiver of Taxes Southold Town 631-765-1803 CONFIDENTIALITY NOTICE: This communication with its contents may contain confidential and/or legally privileged information. It is solely for the use of the intended recipient(s). Unauthorized interception, review, use or disclosure is prohibited and may violate applicable laws including the Electronic Communications Privacy Act. If you are not the intended recipient, please contact the sender and destroy all copies of the communication. From:Glew, Claire<Claire.Glew@town.southold.nv.us> Sent: Friday,January 5,2024 3:59 PM To: McGivney,Julie<iuliem@southoldtownny.gov> Cc: Lake,Cynthia<cvnthial@southoldtownny.gov> Subject: FW:Tax amount due Julie, I am cc:Cindy in the Tax Receiver's Office as I do not get involved in the penalties. Cindy, if you have any questions, let me know. C zLi,re,GLemr Assistant to Assessor Town of Southold Board of Assessors (631)765-1937 (0) (631)765-1356 (F) www.southoldtownny.gov claireg@southoldtownny.gov 2 From: McGivney,Julie<iuliem@southoldtownny.gov> Sent: Friday,January 5, 2024 3:56 PM To: Glew,Claire<Claire.Glew@town.southold.nv.us> Subject: RE:Tax amount due The seller will not be paying the taxes by the 10th. They will be paid on the 11th because that is when we are closing and how the seller wants it. Thank you for sending me the penalties, but I would appreciate your.telling me the exact amount due on January 11, 2024. The seller and title company asked for verification from your office what the exact amount due is from 12/1/23 thru 1/11/24,the day the taxes will be paid,for that timeframe,from the seller. It's just a paper trail item. Can you assist me with this on Monday? Thanks and have a nice weekend. Julie From: Glew, Claire<Claire.Glees@town.southold.nv.us> Sent: Friday,January 5, 2024 3:42 PM To: McGivney,Julie<iuliem@southoldtownny.gov> Subject: RE:Tax amount due It does not include a late fee. The current property owner will not be paying the taxes prior to the closing? I thought that the Town was going to reimburse the property owner for the taxes that they paid,that would make more sense then paying a late fee. Below is the penalty information for the first half. 'l t lnstallrr errt P ent Pg6dods From TO Tax ........ ....... ......... ..... ............-._............ _-..._....-....._..... .....__.........v_..._........_... _._..........__....._ . .......__ ... ..._.- l 12/0112023 01/1012024 $6,907.34 ......... ......_.......................... __.._.. _. ..._..__ .........._.............................._.._.._...__._..._........._.._._............... 01/1112024 02112/2024 $6 907.34 ............. . . ..... . ........_._.................................................. . ............. ....... ...... . ..... ............ 0211312024 03/1112024 $6,907.34 0311212024 04110/2024 $6,907.34 i 0411112024 05/1012024 $6,907.34 05/1112024 05131/2024 $6,907.34 2nd Installment Pavment Periods 1210112023 05/31/2024 $6,907.35 Ct&i,re,Gtemr Assistant to Assessor Town of Southold Board of Assessors (631)765-1937 (0) (631)765-1356 (F) 3 www.southoldtownny.gov claireg@southoldtownny.gov From: McGivney,Julie<iuliem2southoldtownnV.gov> Sent: Friday,January 5, 2024 3:37 PM To:Glew,Claire<Claire.Glew@town.southold.nv.us> Subject: RE:Tax amount due HI, one question, do the figures below include the late fee since it will be paid on January 11, 2024? ..........................--...... --------- - --------- ....... From:Glew, Claire<Claire.Glew@town.southold.ny.us> Sent: Friday,January 5, 2024 2:08 PM To: McGivney,Julie<iuliem@southoldtownnV.gov> Subject: RE:Tax amount due Hi Julie, At-.Ia'ch'Ls-dxolea-sefiffd-th6t�iax bill. iret -2. 5REEz—-—I-I . . .4.year-51�3-,8-1-4-69:��--S-r7g-4V467-p�erd 0:1 (Sidfif-wS-Kd�-r $12262.,90-#—j'Q-nXshare) Ct& re,aUw Assistant to Assessor Town of Southold Board of Assessors (631)765-1937 (0) (631)765-1356 (F) www.southoldtownny.gov claireg(cD-southoldtownny.gov From: McGivney,Julie<iuliem@southoldtownny.gov> Sent: Friday,January 5, 2024 1:46 PM To: Glew,Claire<Claire.Glew@town.southold.nv.us> Subject:Tax amount due Hi Claire, The Town is purchasing 1645 Boisseau Avenue,Southold. SCTM 1000-55-5-17. Would you please let me know the amount of that 1st half 23/24 tax due from 12/1/23 to 1/11/24? We are taking title on January 11, 2024 and need to take a credit from the seller for that amount. Thanks, Julie JULIE M. Mc.41VNEY Assistant Town Attorney Town of Southold 4 Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juhem(a)southoldtownny.gov CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure,copying, distribution,or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. 5 McGivney, JUlie From: Glew, Claire Sent: Friday,January 5,2024 2:08 PM To: McGivney,Julie Subject: RE:Tax amount due Attachments: 55.-5-17.pdf Hi Julie, Attached please find the tax bill. Total..tax fof,the 2021-24"veari-$13,814.69=37.84846 per day X 41 $1,551.79(Sellers Share) $1' 2-2 62.90(Towns share) (P Best, CLV-4�r&J�Le4W Assistant to Assessor Town of Southold Board of Assessors (631)765-1937 (0) (631)765-1356 (F) www.southoldtownnV.gov claireg@southoldtownny.gov From: McGivney,Julie<ju lie m @southoldtown ny.gov> Sent: Friday,January 5, 2024 1:46 PM -1 To:Glew,Claire<Claire.Glew@town.southold.ny.us> Subject:Tax amount due Hi Claire, The Town is purchasing 1645 Boisseau Avenue,Southold. SCTM 1000-55-5-17. Would you please let me know the amount of that 1st half 23/24 tax due from 12/1/23 to 1/11/24? We are taking title on January 11, 2024 and need to take a credit from the seller for that amount. Thanks, Julie JULIE M. MC41VNEY Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juliem(a,southoldtownnygoy CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure, copying, distribution,or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. z r McGivney, Julie From: Beth Winters <bwinters@ehalaw.com> Sent: Monday,January 8, 2024 3:22 PM To: McGivney,Julie;Anthony Pasca; Lauren Petersen; 'Athena Duran' Cc: Mirabelli, Melissa; DeChance, Paul Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave, Southold Title No.ZA-9557-23 ID 71346 Please confirm that you can make the check payable to "Esseks, Hefter,Angel, Di Talia & Pasca, LLP, as attorneys". Thanks, Beth -----Original Message----- From: McGivney,Julie<juliem@southoldtownny.gov> Sent: Monday,January 8,2024 3:18 PM To: Beth Winters<bwinters@ehalaw.com>;Anthony Pasca <apasca@ehalaw.com>; Lauren Petersen <LPetersen@ehalaw.com>; 'Athena Duran'<Athena@ZenithAbstract.com> Cc: Mirabelli, Melissa<melissa.mirabelli@town.southold.ny.us>; DeChance, Paul<pauld@southoldtownny.gov> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Hi Beth, As we discussed this being an unusual way of handling funds, I cannot write checks on your clients behalf. I am only permitted to issue one check to the seller. Therefore, I am NOT writing the check for the taxes and will not be able to write any other checks. The Town will provide a check to your client in the amount of$3,300,000.00. The taxes for the short period of 12/1/23 to 1/11/24 will have to be drawn by your client. Reach out to me if you want to discuss this further. Thank you. Julie JULIE M. McGIVNEY Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juliem@southoldtownny.gov 1 CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If.you are not the intended recipient,you are hereby notified that any disclosure, copying, distribution,or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. -----Original Message----- From: Beth Winters<bwinters@ehalaw.com> Sent: Monday,January 8, 2024 9:23 AM To: McGivney,Julie<juliem@southoldtownny.gov>;Anthony Pasca<apasca@ehalaw.com>; Lauren Petersen <LPetersen@ehalaw.com>; 'Athena Duran'<Athena@ZenithAbstract.com> Cc: Mirabelli, Melissa<melissa.mirabelli@town.southold.ny.us>; DeChance, Paul<pauld@southoldtownny.gov> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Thank you,Julie. Since there is no escrow,we will also be requesting checks from the Town for the title company and broker. I will provide you with the check requests and proposed closing statement as soon as I review the file with Tony Pasca. In the interim, attached is a copy of the deed. Beth -----Original Message----- From: McGivney,Julie<juliem@southoldtownny.gov> Sent: Monday,January 8,2024 8:40 AM To: Beth Winters<bwinters@ehalaw.com>;Anthony Pasca <apasca@ehalaw.com>; Lauren Petersen <LPetersen@ehalaw.com>; 'Athena Duran'<Athena@ZenithAbstract.com> Cc: Mirabelli, Melissa<melissa.mirabelli@town.southold.ny.us>; DeChance, Paul<pauld@southoldtownny.gov> Subject: RE:TOWN OF,SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Hi Beth. As I stated in my last email,the tax amount due from seller,through Jan. 11,2024, is$1554.02. As we previously discussed,the Town will issue a check to the seller for the purchaser price, deducting this amount ($3,300,000.00-$1554.02=$3,298,445.98 to Quad Enterprises Co., LLC). The Town will also issue a check for$1554.02 to the Receiver. I need to request checks but will wait for your final ok before I do so. Please let me know. Thanks, Julie JULIE M. McGIVNEY 2 y Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 i Juliem@southoldtownny.gov CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure, copying, distribution,or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. -----Original Message----- From: McGivney,Julie Sent: Monday,January 8,2024 8:35 AM To: 'Robert Festa'<Robert@ZenithAbstract.com>; Beth Winters<bwinters@ehalaw.com>;Anthony Pasca <apasca@ehalaw.com>; Lauren Petersen <LPetersen@ehalaw.com>; Info@ZenithAbstract.com;Athena Duran <Athena @ZenithAbstract.com> Cc: Mirabelli, Melissa<melissa.mirabelli@town.southold.ny.us>; DeChance, Paul<pauld@southoldtownny.gov> Subject:,RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Hello again. The tax assessor confirmed the amount of taxes due from seller(12/1-1/11) is$1554.02. The seller isn't holding escrow and therefore the Town will provide a check in that amount to be delivered to the Tax Receiver that day. Please add this into the title bill for seller. If there are any questions, please contact me. Thank you. Julie JULIE M. McGIVNEY Assistant Town Attorney Town of Southold Town Hall Annex J 54375 Route 25 P.O. Box 1179 3 Y Southold, New York 11971 631-765-1939 631-765-6639 Juliem@southoldtownny.gov CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure, copying, distribution,or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. -----Original Message----- From: Robert Festa<Robert@ZenithAbstract.com> Sent: Friday,January 5, 202411:49 AM To: Beth Winters<bwinters@ehalaw.com>; DeChance, Paul<pauld@southoldtownny.gov>; Mirabelli, Melissa <melissa.mirabelli@town.southold.ny.us>; McGivney,Julie<juliem@southoldtownny.gov>;Anthony Pasca <apasca@ehalaw.com>; Lauren Petersen<LPetersen@ehalaw.com>; Info@ZenithAbstract.com Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Good Morning, This file is CTC and I am looping in the billing department regarding tax payment and the bill,thank you. Sincerely, Robert Festa Robert@zenithabstract.com *Licensed in NY, NJ, CT and FL* 85 South Main Street Sayville, NY 11782 TEL. 631.828.8777 FAX 631.828.8779 www.ZenithAbstract.com ***WIRE FRAUD IS RAMPANT***This Agency independently verifies all wiring instructions. Our own wiring instructions WILL NOT CHANGE AND WILL NOT BE SENT VIA FACSIMILE-if you are advised of a change to our wiring instructions or receive same via facsimile, it is recommended you verify the information received by contacting the office using an independently obtained phone number. -----Original Message----- From: Beth Winters<bwinters@ehalaw.com> 4 Sent: Friday,January 5,202411:38 AM To: Robert Festa<Robert@ZenithAbstract.com>; Paul M DeChance, Esq. <pauld@southoldtownny.gov>; Melissa Mirabelli<melissa.mirabe Ili @town.southo Id.ny.us>;Julie M. McGivney, Esq.<Juliem@southoldtownny.gov>;Anthony Pasca<apasca@ehalaw.com>; Lauren Petersen<LPetersen@ehalaw.com> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No. ZA- 9557-23 ID 71346 Robert, Inasmuch as the Town is exempt from paying real estate taxes, please let me know how to best handle the first-half taxes which are due on the above premises. Additionally, I note three judgments in the title report against the Town of Southold. I assume the Town has addressed these with title. 1 Thank you, Beth Winters -----Original Message----- From: Robert Festa<rfesta@ZenithAbstract.com> Sent:Thursday,January 4,2024 4:12 PM To: Paul M DeChance, Esq.<pauld@southoldtownny.gov>; Melissa Mirabelli<melissa.mirabelli@town.southold.ny.us>; Julie M. McGivney, Esq.<Juliem@southoldtownny.gov>; Anthony Pasca<apasca@ehalaw.com>; Beth Winters <bwinters@ehalaw.com> Subject:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA-9557- 23 ID 71346 This email contains an Attachment from an external recipient, please open the attachments with caution. Please see the attached correspondence regarding the above referenced premises. Thank you. Robert Festa Zenith Abstract, LLC 85 South Main Street Sayville, NY 11782 Phone: 631-828-8777 Fax: 631-828-8779 EMail: rfesta@ZenithAbstract.com J 5 McGivney, Julie From: McGivney,Julie Sent: Friday,January 5, 2024 2:29 PM To: 'Beth Winters' Cc: - Mirabelli, Melissa; DeChance, Paul Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave, Southold Title No.ZA-9557-23 ID 71346 Beth, We don't usually have a title clos/ng$ae no mortgages t pay off or any other issues. Also-the Assessor sent me the frmation: Attached please find the tax bill. Total tax for the 2023-24 year-$ 7. 846 per day X 41=$1,551.79 (Sellers Share) $12262.90(Towns share) Therefore,the Town owes your c448.21.We will then issue a direct check er for the$1551.79. 1 will provide you with a copy of that check at closing. Thank you, Julie -----Original Message----- From: Beth Winters<bwinters@ehalaw.com> Sent: Friday,January 5,2024 2:10 PM To: McGivney,Julie<juliem@southoldtownny.gov> , Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 You are not having a title closer attend? -----Original Message----- From: McGivney,Julie<juliem@southoldtownny.gov> Sent: Friday,January 5, 2024 2:08 PM To: Beth Winters<bwinters@ehalaw.com>; Robert Festa <rfesta@ZenithAbstract.com>;Athena Duran <Athena @ZenithAbstract.com> Cc:Anthony Pasca<apasca@ehalaw.com>; Mirabelli, Melissa<melissa.mirabelli@town.southold.ny.us>; DeChance, Paul <pauld @southoldtownny.gov> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Beth, - We are confirmed to close on January 11, 2024 at 9AM in the Southold Town Annex Board Room. The sellers representative and I will be the only ones attending. We will have the transfer documents signed and will send everything to the title company. 1 Please let me know if there is anything you need. Thanks, Julie JULIE M. McGIVNEY Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juliem@southoldtownny.gov CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure, copying, distribution,or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. -----Original Message----- From: Beth Winters<bwinters@ehalaw.com> Sent: Friday,January 5,20241:57 PM To: McGivney,Julie<juliem@southoldtownny.gov> Cc:Anthony Pasca<apasca@ehalaw.com> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 How about Thursday,January 11th at 9:00 a.m. in the annex building? -----Original Message----- From: McGivney,Julie<juliem@southoldtownny.gov> Sent: Friday,January 5,2024 1:49 PM To: Beth Winters<bwinters@ehalaw.com> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Can we schedule this fro 1/11/24 in the morning? Closing to be in our Southold Annex building. 2 K -----Original Message----- From: Beth Winters<bwinters@ehalaw.com> > Sent: Friday,January 5, 20241:46 PM To: McGivney,Julie<juliem@southoldtownny.gov> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem:-1645 Boisseau Ave, Southold Title No.ZA- 9557-23 ID 71346 Thank you,Julie. Is there anything you will need on our end? -----Original Message----- From: McGivney,Julie<juliem@southoldtownny.gov> Sent: Friday,January 5,20241:42 PM To: Beth Winters<bwinters@ehalaw.com>; Robert Festa <rfesta@ZenithAbstract.com> Cc: DeChance, Paul<pauld@southoldtownny.gov>; Mirabelli, Melissa<melissa.mirabelli@town.southold.ny.us>; Anthony Pasca<apasca@ehalaw.com> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Good afternoon Beth and Robert, I am in the process of obtaining,from the Tax Assessor,the amount due from 12/1/23 thru next weeks estimated closing date. The Town will take an adjustment from the seller for that amount and pay a direct check to the Tax Receiver. That should address the current status of the taxes. - I will be in touch as soon as possible Thanks, Julie -----Original Message----- From: Beth Winters<bwinters@ehalaw.com> Sent: Friday,January 5,202411:38 AM To: Robert Festa<rfesta@ZenithAbstract.com>; DeChance, Paul<pauld@southoldtownny.gov>; Mirabelli, Melissa <melissa.mirabelli@town.southold.ny.us>; McGivney,Julie<juliem@southoldtownny.gov>;Anthony Pasca <apasca@ehalaw.com>; Lauren Petersen<LPetersen@ehalaw.com> Subject: RE:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA- 9557-23 ID 71346 Robert, Inasmuch as the Town is exempt from paying real estate taxes, please let me know how to best handle the first-half taxes which are due on the above premises. Additionally, I note three judgments in the title report against the Town of Southold. I assume the Town has addressed these with title. Thank you, Beth Winters -----Origiral Message----- From: Robert Festa<rfesta@ZenithAbstract.com> Sent:Thursday,January 4,2024 4:12 PM 3 >r yl To: Paul M DeChance, Esq.<pauld@southoldtownny.gov>; Melissa Mirabelli<melissa.mirabelli@town.southold.ny.us>; Julie M. McGivney, Esq.<Juliem@southoldtownny.gov>;Anthony Pasca<apasca@ehalaw.com>; Beth Winters <bwinters@ehalaw.com> Subject:TOWN OF SOUTHOLD from QUAD ENTERPRISES CO. LLC Prem: 1645 Boisseau Ave,Southold Title No.ZA-9557- 23 ID 71346 This email contains an Attachment from an external recipient, please open the attachments with caution. Please see the attached correspondence regarding the above referenced premises. Thank you. Robert Festa Zenith Abstract, LLC 85 South Main Street Sayville, NY 11782 Phone: 631-828-8777 Fax: 631-828-8779 Entail: rfesta@ZenithAbstract.com c, 4 RESOLUTION 2023-965 T ADOPTED DOC ID: 19654 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-965 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 21, 2023: BOND RESOLUTION OF THE TOWN OF SOUTHOLD,NEW YORK,ADOPTED NOVEMBER 21, 2023, AUTHORIZING THE ISSUANCE OF BONDS IN A PRINCIPAL AMOUNT NOT TO EXCEED $3,325,000 TO FINANCE THE ACQUISITION OF A 31.38-ACRE PARCEL OF LAND LOCATED AT 1645 BOISSEAU AVENUE, SOUTHOLD, STATING THE ESTIMATED MAXIMUM COST THEREOF IS $3,325,000 AND APPROPRIATING SAID AMOUNT FOR SUCH PURPOSE THE TOWN BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK,NEW YORK, HEREBY RESOLVES (by the favorable vote of not less than two- thirds of all the members of said Town Board) AS FOLLOWS: Section 1. The Town of Southold, in the County of Suffolk,New York(herein called the"Town"), is hereby authorized to issue bonds in a principal amount not to exceed $3,325,000 pursuant to the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York(herein called the "Law"), to finance the acquisition of a 31.38- acre parcel of land located at 1645 Boisseau Avenue, Southold (SCTM 1000-055.00-05.00- 017.000). Section 2. The estimated maximum cost of the project described herein, including preliminary costs and costs incidental thereto and the financing thereof, is $3,325,000 and said amount is hereby appropriated for such purpose. The plan of financing includes the issuance of bonds in a principal amount not to exceed $3,325,000 to finance said appropriation, the levy and collection of taxes on all the taxable real property in the Town to pay the principal of said bonds and the interest thereon as the same shall become due and payable. Section 3. The following additional matters are hereby determined and declared: (a) The period of probable usefulness applicable to the object or purpose for which said bonds are authorized to be issued,within the limitations of Section 11.00 a. 21 of the Law, is thirty (30)years. (b) The proceeds of the bonds herein authorized and any bond anticipation notes issued in anticipation of said bonds may be applied to reimburse the Town for expenditures made after the effective date of this resolution for the purpose for which said bonds are authorized. The foregoing statement of intent with respect to reimbursement is made in conformity with Treasury Regulation Section 1.150-2 of the United States Treasury Department. (c) The proposed maturity of the bonds authorized by this resolution will exceed five (5)years. Section 4. Each of the bonds authorized by this resolution and any bond anticipation notes issued in anticipation of the sale of said bonds shall contain the recital of validity as prescribed by Section 52.00 of the Law and said bonds and any notes issued in anticipation of said bonds shall be general obligations of the Town, payable as to both principal and interest by general tax upon all the taxable real property within the Town. The faith and r Resolution 2023-965 Board Meeting of November 21, 2023 credit of the Town are hereby irrevocably pledged to the punctual payment of the principal of and interest on said bonds and any notes issued in anticipation of the sale of said bonds and provision shall be made annually in the budget of the Town by appropriation for(a)the amortization and redemption of the bonds and any notes in anticipation thereof to mature in such year and(b)the payment of interest to be due and payable in such year. Section 5. Subject to the provisions of this resolution and of the Law and pursuant to the provisions of Section 21.00 of the Law relative to the authorization of bonds with substantially level or declining annual debt service, Section 30.00 relative to the authorization of the issuance of bond anticipation notes and Section 50.00 and Sections 56.00 to 60.00 and Section 168.00 of the Law, the powers and duties of the Town Board relative to authorizing bond anticipation notes and prescribing the terms, form and contents and as to the sale and issuance of the bonds herein authorized, and of any bond anticipation notes issued in anticipation of said bonds, and the renewals of said bond anticipation notes, and as to the execution of agreements for credit enhancements, are hereby delegated to the Supervisor,the chief fiscal officer of the Town. Section 6. The validity of the bonds authorized by this resolution, and of any notes issued in anticipation of the sale of said bonds, may be contested only if: (a) such obligations are authorized for an object or purpose for which the Town is not authorized to expend money, or (b) the provisions of law which should be complied with at the date of publication of such resolution, or a summary thereof, are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or (c) such obligations are authorized in violation of the provisions of the constitution. Section 7. This bond resolution is subject to a permissive referendum and the Town Clerk is hereby authorized and directed, within ten(10) days after the adoption of this resolution,to publish or cause to be published, in full, in the official newspaper of the Town, having a general circulation within said Town, and posted on the sign board of the Town maintained pursuant to the Town Law, a Notice in substantially the following form appearing in Exhibit A hereto. Section 8. The Town Clerk is hereby authorized and directed, after said bond resolution shall take effect, to cause said bond resolution to be published, in summary, in the official newspaper of the Town, having a general circulation within said Town,together with a Notice in substantially the form as provided by Section 81.00 of the Law. EXHIBIT A (Below is the Notice for Publication and Posting) TOWN OF SOUTHOLD,NEW YORK PLEASE TAKE NOTICE that on November 21, 2023, the Town Board of the Town of Southold, in the County of Suffolk,New York, adopted a bond resolution entitled: "Bond Resolution of the Town of Southold,New York, adopted November 21, 2023, authorizing the issuance of bonds in a principal amount not to exceed $3,325,000 to finance acquisition of a 31.38-acre parcel of land located at 1645 Boisseau Avenue, Southold, stating the estimated maximum Updated: 11/14/2023 12:35 PM by Lynda Rudder Page 2 Resolution 2023-965 Board Meeting of November 21, 2023 cost thereof is $3,325,000 and appropriating said amount for such purpose," I . an abstract of which bond resolution concisely stating the purpose and effect thereof, being as follows: FIRST: AUTHORIZING the Town of Southold,New York to issue bonds in a principal amount not to exceed $3,325,000 pursuant to the Local Finance Law of the State of New York,to finance the acquisition of a 31.38-acre parcel of land located at 1645 Boisseau Avenue, Southold(SCTM 1000-055.00-05.00-017.000); ( SECOND: STATING that the estimated maximum cost thereof, including preliminary costs and costs incidental thereto and the financing thereof, is $3,325,000; appropriating said amount for such purpose; and STATING that the plan of financing includes the issuance of bonds in a principal amount not to exceed $3,325,000 to finance said appropriation,the levy and collection of taxes on all the taxable real property in the Town to pay the principal of said bonds and the interest thereon as the same shall become due and payable; THIRD: DETERMINING and STATING that the period of probable usefulness applicable to the object or purpose for which said bonds are authorized to be issued is thirty (30) years; the proceeds of said bonds and any bond anticipation notes issued in anticipation thereof may be applied to reimburse the Town for expenditures made after the effective date of this bond resolution for the purposes for which said bonds are authorized; and the proposed maturity of said bonds will exceed five (5)years; FOURTH: DETERMINING that said bonds and any bond anticipation notes issued in anticipation of said bonds and the renewals of said bond anticipation notes shall be general obligations of the Town; and PLEDGING to their payment the faith and credit of the Town; _ FIFTH: DELEGATING to the Supervisor the powers and duties as to the issuance of said bonds and any bond anticipation notes issued in anticipation of said bonds, or the renewals thereof; and SIXTH:' STATING the conditions under which the validity of the bonds and any notes issued in anticipation thereof may be contested; and SEVENTH: DETERMINING that the bond resolution is subject to a permissive referendum. DATED: November 21, 2023 Denis Noncarrow Town Clerk Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Sarah E.Nappa, Councilwoman SECONDER:Greg Doroski, Councilman, AYES: Nappa, Doroski, Mealy, Doherty, Evans, Russell Updated: 11/14/2023 12:35 PM by Lynda Rudder Page 3 RESOLUTION 2023-682 ADOPTED DOC ID: 19365 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-682 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 15, 2023: WHEREAS, the Town Board of the Town of Southold is desirous of acquiring an undeveloped parcel of real property located at 1645 Boisseau Avenue, Southold,NY and identified as SCTM No. 1000-55-5-17; and WHEREAS,the Town previously authorized an appraisal be conducted of the parcel in question to determine the current market value of the subject parcel,which was performed by Lawrence Indimine Consulting Corp. and dated January 9, 2023; and WHEREAS, in order to acquire said parcel it will be necessary to expend sums for a title search, survey and other related expenses; now therefore be it RESOLVED,that the Town Board of the Town of Southold hereby authorizes and directs the Town Attorney to proceed to acquire said parcel of real property identified herein, by negotiated purchase for an amount up to the market value of the parcel as determined by the independent appraisal dated January 9, 2023; and be it further RESOLVED,that the Town Attorney is hereby authorized to retain the services of a title examiner and surveyor in furtherance of the acquisition of the real property identified herein; and be it further RESOLVED,that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the purchase contract and all other documentation required to effectuate the acquisition of said parcel. Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Greg Doroski, Councilman SECONDER:Brian O. Mealy, Councilman AYES: Nappa, Doroski, Mealy, Doherty, Evans, Russell t � EDR Survey LLC PO BOX 94 Oceanside, New York 11572 1 646-261-8408 \ EDRSurvey@gmail.com EDR Survey LLC BILLTO: RE: Zenith Abstract, LLC Title Number ZA-95557-23 85 South Main Street Town of Southhold Sayville NY 11782 1645 Boisseau Ave Southold Map of Property situated at Town of Southold, Suffolk County, $5,500.00 New York ............. .. ................ ..............................................................................................::...................................................................................... . .................... ...................................................................................................................................................... _.... . ... ._ r.................................... ...................:.............................................................................................................................................................................-..._............................................................. ................._.............................................................................................................................................................................................................................................................._........................................._.............._..............................................................._............................................ .. ........... __._....... ........_.. .....___.__..__.__...____..__._.__..__._..... . .. . . ...._-----------..__- ................-.....................................................................................__......._......................................._..............................._.. _ ................................................................_.................................... ... ......................................._....................... . ............_._........._............................-...._................................_....._.._........_...........----......._._......__......__........................................................................_ ........................ ...................................................._................_..._.._..........._.._................_... .. ... ............................................................................. ....................._......................................._.._........................_.............................................................................................................................__........................... .......... ......................._........................._..........:_..._......................_............................_..._.................._....................... ....................................._......... ..............................................._.............................................._.....__.._............................................................. ........... ....................._._.......................................................... .. ................... .... ........................................................ ..................................................................................................................._...................................._.. ................. ... TOTAL $5,500.00 Thank you for your business! t McGivney, Julie From: Nathan Corwin <ncorwin3@aol.com> Sent: Thursday, September 28, 2023 10:31 AM To: McGivney,Julie Subject: Re:survey 1645 Boisseau- Hi Julie, Yes, I do have time for this. I have to be in the field for the rest of the day. I'll get a proposal over to you tomorrow. Thanks, Nathan On Thursday, September 28, 2023 at 08:42:55 AM EDT, McGivney, Julie <juliem@southoldtownny.gov>wrote: Hi Nathan Would you be able to quote a survey fee and time for this approximate 31 acre vacant parcel? Thanks, Julie JULIE M. McGIVNEY Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O.Box117,9 �® I V Southold,New York 11971 R 631-765-1939 631-765-6639 juliemOsoutholdtownny. oo 1 Jnu.-I' ti CONFIDENTIALITY NOTICE: This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney- client privilege. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION: This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. 1 2 McGhrney, Julie From: Robert Festa <Robert@ZenithAbstract.com> Sent: Wednesday,September 27, 2023 2:16 PM -'-To: DeChance, Paul; Mirabelli, Melissa; McGivney,Julie Cc: Info@ZenithAbstract.com Subject: ZA-9557-23 1645 Boisseau-Ave, Southold NY 11971 (Suffolk County) Good Afternoon, I got two same exact quotes: Andre from Truepoint-$5,500 10 business days and Eric rogers$5,500 within ten days as well. Please advise. Sincerely, Robert Festa Robert@zenithabstract.cone Z£c3>ir1'[-€.AtS`t 4 A!CT, . C1 *Licensed in NY,NJ,CT and FL* 85 South Main Street Sayville,NY 11782 TEL.631.828.8777 FAX 631.828.8779 www.ZenithAbstract.com ***WIRE FRAUD IS RAMPANT***This Agency independently verifies all wiring instructions. Our own wiring instructions WILL NOT CHANGE AND WILL NOT BE SENT VIA FACSIMILE—if you are advised of a change to our wiring instructions or receive same via facsimile, it is recommended you verify the information received by contacting the office using an independently obtained phone number. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. 1 cl Zenith Abstract, LLC 85 South Main Street,Sayville, NY 11782•Phone No.631-828-8777•Fax No. 631-828-8779 Application Date:Monday, September 25, 2023 Title Number: ZA-9557-23 APPLICANT AMOUNT OF INSURANCE Paul M DeChance, Esq. Fee Simple Owners Policy $3,300,000.00 Town Attorney of Southold 54375 Main Rd P.O. Box 1179 Southold, NY 11971 631-765-1939 FAX 631-765-6639 UNDERWRITER pauld@southoldtownny.gov Stewart Title Insurance Company Sales Rep: Rate Calculator Website: http://www.stewartstar.com/SRC/RateCalculator/Main.aspx LENDER'S ATTORNEY LENDERS PURCHASERS TOWN OF SOUTHOLD OWNERS QUAD ENTERPRISES CO. LLC SELLER'S ATTORNEY SERVICES Anthony C. Pasca,-Esq. 108 E. Main Street Survey Ins.: ORDER NEW SURVEY✓Po Box 279 Riverhead, NY 11901 Tax Search, Street Report(NYC) 631-369-1700 apasca@ehalaw.com r PROPERTY INFORMATION 1645 Boisseau Ave, Southold, NY 11971 County: Suffolk Town: Southold ADDITIONAL REPORTS TO BE SENT TO Purchasers Attorney Purchasers Attorney Melissa Mirabelli Julie M. McGivney, Esq. Assistant Town Attorney Town of Southold E-Mail: melissa.mirabelli@town.southold.ny.us 631-765-1939 E-Mail: Juliem@southoldtownny.gov DISCLOSURE INFORMATION Report Printed On 9/25/2023 Application Confirmation Page 1 of 2 s,. Zenith Abstract, LLC 85 South Main Street,Sayville, NY 11782•Phone No.631-828-8777-Fax No.631-828-8779 Application Date:Monday, September 25, 2023 Title Number: ZA-9557-23 IMPORTANT.This is to confirm your application for title insurance placed with Zenith Abstract,LLC,as agent for the Title Insurance Company('Underwriters as herein set forth.Agent will receive'compensation as shown on this page.Alternative title insurance policy coverages and/or endorsements may be available.Please contact this Company for a description of alternative coverage's and premium quotes or for any other additional information. The premiums for policies of title insurance are approved by the New York State Department of Financial Services('NYS DFS),Insurance Division, under a rate filing made by the Title Insurance Rate Service Association(TIRSAI. The NYS DFS also approves policy and endorsement forms. The LLC does not have any material ownership interest in the Insurer,nor does the Insurer have any material ownership in the Agent. The Insurance Law prohibits reducing or rebating any portion of the premium paid to the Insurer for the title insurance policy whether by reducing the Agents'compenstaion or otherwise. Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information,or conceals for the purpose of misleading,information concerning any fact material thereto,commits a fraudulent insurance act,which is a crime,and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation. Report Printed On 912512023 Application Confirmation Page 2 of 2 t pm c,�Dsi date2 3� G�, i I i � I �Oe �, I r v NlcGivney,'Julie From: Anthony Pasca <apasca@ehalaw.com> Sent: Tuesday,August 15, 2023 9:02 AM To: McGivney,Julie Subject: RE: Quad Enterprises Julie, I've been trying to understand the tax issue because my clients were told from the beginning of this deal that there would be no transfer taxes paid by them at closing, and the mention of 1449- dd and tax-shifting puts that into question to the tune of about $80k. Please correct me if I'm wrong (and I may be because the tax code is a bit confusing), but I think the issue is that, under 1449-dd there is a tax shift to the purchaser "if the grantee is exempt from such tax" but under 1449-ee subdivision 2, the entire transaction is exempt if it falls under one of the following categories: 2::;':,The tax shall not applyao any of the following conveyances (a) Conveyances to the United Nations, the United States of America,the.state of New York, or'any- their instrumentalities;agencies:or political subdivisions (or any public corporation, including a public corporation created pursuant to agreement or compact with another state or the Dominion of Canada); (b) Conveyances which are or were used to secure a debt or other obligation; (c) Conveyances which, without additional consideration, confirm, correct, modify or supplement a deed previously recorded; (d) Conveyances of real property without consideration and otherwise than in connection with a sale,including deeds conveying realty as bona fide gifts; (e) Conveyances given in connection with a tax sale; (f) Conveyances to effectuate a mere change of identity or form of ownership or organization where there is no change in beneficial ownership, other than conveyances to a cooperative housing corporation of the real property comprising the cooperative dwelling or dwellings; (g) Conveyances which consist of a deed of partition; (h) Conveyances given pursuant to the federal bankruptcy act; (i) Conveyances of real property which consist of the execution of a contract to sell real property without the use or occupancy of such property or the granting of an option to purchase real property without the use or occupancy of such property; Conveyances of real.propertg;.wliere the eiitire,parcel of,real propertyao:be coriveyedis the `subject of;one,or.more of'the following development restrictions*. ft)_,agricultural;coriservation;;sce'nic;or,an':open space easement, (2) covenants'or're'sirictions.prohibiting.:deyetopment, (3) a purchase of development rights agreement, 1 (4) a transfer of.development rights agreement, where the property being conveyed has had its development rights removed, (5) said real property is subject to the development restriction of an agricultural district or individual commitment, pursuant to article twenty-five-AA of the agriculture and markets law, y lly adopted land.preservation agreement;=providedsaid exemption is mcTuded.iri 6) ;real;property suJect`to an loca the local law imposing the'-tax authorize&by'this,article,� (k),'C..onveyances of real property, where the property is viable.agricultural land:as defined in subdivision 9 en:of . . . , section'three huiidred one of the agricultural and'markets;law:and;the.entire property,to be,conveyed is.to be made subject'to:one of the,development restrictions provided for iinsubparagraph two of paragraph(j) of this subdivision proyided,thatsaid'development restriction precludes the.conversion.of`the_property to:a:rion-agricultdral.use``for at least;three.,years from the.date of transfer; and said development restriction is evidenced by an easement; agreement,*or other:suitable'instrument whichisto,be conveyed.`to;the town simultaneously with,."-eo`nveyance`of the,real property or (1) Conveyances of real property for open space, parks, or historic preservation purposes to any not-for-profit tax exempt corporation operated for conservation, environmental, or historic preservation purposes. (m) Conveyances of real property to any tax exempt corporation, incorporated pursuant to the not-for-profit corporation law or the private housing finance law, where such conveyance is for the purposes of providing affordable housing opportunities within the towns and such corporation is incorporated for the purposes of providing housing opportunities. For the purposes of this paragraph, "affordable housing' shall mean housing opportunities exclusively for town residents of the towns whose income is at or below the median income for the town. So, if the Town is considered a political subdivision of the State`(subset. a), then we should be ok because the entire transaction would be exempt. But if not, then the question is whether it's one of the types of transactions covered in subsection' or k. If it's a CPF deal and the land will be subject to CPF restrictions, then it would clearly qualify. But if it's not a CPF deal, then we need to know what exactly it is, so that we can determine if this is truly exempt. So all of that said, can you tell us, (1) if this isn't a CPF purchase, what is it? What will the source of funding be? (2) Do you agree this transaction is exempt from transfer tax payments under one of the subsections above? If so, which one? By the way, I don't mind making changes to the contract but you did not send it to us in Word format originally, so either your office will have to input the changes or you could just email it to me in Word format and we will input whatever agreed upon changes we have. Thanks, Tony c Anthony C. Pasca Efr4k Esseks, Hefter, Angel, Di Talia & Pasca, LLP Counselors at Law 2 Ph.: 631-369-1700 Fax: 631-369-2065 ; www.ehalaw.com Riverhead Office (For Mail & Service) 108'E. Main Street P.O. Box 279 Riverhead, NY 11901 Southampton Office (By Appointment Only) 30 Main Street Southampton, NY 11968 East Hampton Office (By Appointment Only) 15 Railroad Avenue, Suite 1 East Hampton, NY 11937 From: McGivney,Julie<juliem@southoldtownny.gov> Sent:Wednesday,August 9, 2023 9:36 AM To:Anthony Pasca<apasca@ehalaw.com> Subject: RE: Quad Enterprises Hello. This transaction started with Land Preservation but is no longer a purchase through the PCF. Therefore your changes are mainly not necessary. As for as P25, please leave it as"shall". As far as P36, Tax§1449-dd states that when the purchaser is exempt,the seller shall pay. Let me know! Thanks, Julie JULIE M. McGIVNEY - Assistant Town Attorney Town of,Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juliem(2�southoldtownny.gov CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender.which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure, copying, 3 1 distribution, or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received,this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email,came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. From:Anthony Pasca<apasca@ehalaw.com> Sent:Thursday,August 3, 2023 3:34 PM To: McGivney,Julie<juliem@southoldtownny.gov> Subject: Quad Enterprises Hi Julie, I went over the Town contract with my client and we had just a few clarifications/requests. I put them in the pdf attached. I think they're self-explanatory but am happy to discuss if need be. Best, Tony Anthony C. Pasca Irl, " k, —IrT 1 Esseks, Hefter, Angel, Di Talia & Pasca, LLP Counselors at Law Ph.: 63�1-369-1700 Fax: 631-369-2065 www.ehalaw.com Riverhead Office (For Mail & Service): 108 E. Main Street P.O. Box 279 Riverhead, NY 11901 Southampton Office (By Appointment Only) 30 Main Street Southampton, NY 11968 East Hampton Office (By Appointment Only) 15 Railroad Avenue, Suite 1 East Hampton, NY 11937 The information contained in this e-mail is intended for the use of the named recipient only. It may contain information that is legally privileged, confidential, and/or exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any use, disclosure, dissemination, distribution, copying, or taking any action in reliance on 4 r the contents of this communication is strictly prohibited. If you have received this communication in error,please notify us immediately by e-mail,by using your-reply button to advise us of such error. Thank you. The information included herein is not intended or written to be used, and it cannot be used, by any taxpayer for the purpose of avoiding penalties that the IRS may impose on the taxpayer, nor for the purpose of promoting, marketing or recommending to another party any tax-related matter addressed herein. (The foregoing disclosure has been affixed in connection with Title 31, Code of Federal Regulations, Sub-title A, Part 10). 1 ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. 1 I 5 �o�QS�fFQ1k�oG V O tJ� � oy • �� SEP � 20 J - ®1 ¢ :SUPERVISOR'S OFFICE . `�9V'JN OF,SDUTFIO�D 9" Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-663 9 MEMORANDUM To: Lauren Standish From: Missy Mirabelli, Secretary to Town Attorney Date: September 21, 2023 Subject: 1645 Boisseau Ave, Southold NY Purchase- Quad Enterprises Co, LLC Please be advised that Paul has reviewed and approved the attached Real Estate Contract in connection with the referenced matter. In this regard, kindly have Scott sign were indicated and return to me for processing. If you have any questions regarding this matter, please do not hesitate to call me. Thank you for your assistance. mmm CONSULT YOUR LAWYER BEI'QRE SIGNING THIS AGREEMENT NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION. This contract farm does not provide for what happens in the event of fire,or other casualty loss or condemnation before the title closing. Unless different'provision is made in ibis contract,Sections 5.1311,of the General Obligations Law will apply. Ono part of 8rat',law.makcs a Piumaser responsible for fire and casualty loss upon taking possession of the Premises before:tbe.title closing. CONTRACT OF SALE—VACANT RESIDENTIAL PROPERTY Contract of Sage made as of. 2023 BETWEEN QUAD ENTERPRISES CO.LLC, Address: PO Box 57,Greenport;NY 11944 hereinafter eaMd"SELLER" and TWX OF SOUTHOLD,a municipal.corpbratioii of the State of New York Address: 543.75 Main Street,Sotithold,New York,1.1971;Social SecitrityNumber/I'ed ID No(s): hereinafter called"PURCHASER" The'parties hereby agree as fcilidws: 11,Premises. Sellecshall sell and convey and Purchaser shall purchase office" the State of New York,unendorsed and payable.to the order of the property,together with all buildings-andunprovctncnts'thorcon Seller; (collectively the"Premises"):, (c) As.to tnbney other than the purchase price payable to'_Seller at Clos .00;ing,uncertified check of Purchaser up to the amount of$1,000 Street Address:.1645:Boisseau Avenue,Southold;New York and 'fax Map Designation:Dist I000;Sec 55,Btk 5,Lot 17 (d)As otherwise agreed to in writing by Seller or Seller's attorney. 5.Together with Seller's ownership and rights,if any,to ' land Permitted Exceptions.The Premises are so Id and shall be conveyed bed'of any street,or highway, opened of:proposed,:adjoining the srtbject to: .(a) .Zoning and"subdivisionlaws and regulations,and.landmrik, Premises to the center line thereof,including any.righi of Seller to any historic or wetlarids lcsi nation,unpaid award by reason o`fanyYaking'bp condemnation and%i for an g provided that they are net violazed by Y the existing damage:to the Premises l,,i rcason of change of grade of any Weet or use; highr4ay; Seller shalt deliver.at'no additional cost to Purchaser at Closing.(as hcreinafier defined), 'or thereafter, on. demand, any, streets on which the piescnts�for the m ses abut- 'documents on y a es on,under or-above any that Purchasermayreasonably require for the conveyance of (c Ertcioachmentso£stoo such title hd.the'assi 1 ps,areas;cellar steps,trim and cornices,if gnment and collection of such award or damages. any,upon any streei-odhigirway; (d) Real estate ta)6es.thatare,a lien,but are not yet due•and payable; r .r datiieles and - (e) Any statc,of t'acts ah'acctirate survey show provided same do not render titleumnaiketable oruniu§urable. e e_ .. (t) Building-regulations,covenants utility easements,restrictions, y, ;aft reservations and'agreements of;record,provided saine do not prohibit ,_ ,-; F ;_ 'i the use and/or&aintenance,ofcxistm" g stiuc,,tures.The violations ofany ;. , ' covenants.and restricfion's by existing improvements shall pot be deemed an pbjection to file provided a title com6iny shall agree to insure that such improvements may remain•in their present location as long as t 6t., c 1 6 , i r same shall stand. {g) Variations betweeti.fences;hedges,, and retaining walls with record lines,of-title,provided same do not exceed 12'"and title company t,iil insure same kvithout'raism'g',an out of possession" irerrrs}- eiceeption., 6.Cioverrmlental,VIalatlons and'Orders.(a)Seller shall comply with all notes or notices of violations of law or..municipatordinances;orders 3. Purchase Price. The purchase price is:$•3,300,000.00 or requirements noted•or issued as of the date of closing any payable as follows: goventmental. department having authority' as in lands, housing, ,bybuildings;fife;health,environmental and labor conditioirs affeetitig the Premises.,'The Premises shall be conveyed free of.them.aGClosing. te:ba held in kc Seller shall furnish Purchases kvith any authorizations necessary to make PaRgm Ph 6 the searches that coulddisclose these matters: lip 44i lay jaitrtleriit t13P deed— 0arto Gi^-:-- $ b 0 7. Seller's.Representations: (a) Seller represents and,warrants to (d)balance at Closing: $3,300,000.00 'Purchaser that: (i) The Premises abut or have aright ofaccessao a public road; 4. Acceptable Funds. All money payable under ihis.contmct unless (ii) Seller is the sole owner of the Premises and has the full right, otherwise specified,shall be paid by: power and authority to,sell,convey and transfer the same in accordance with the terrors of this contract; (a) Cash;btitriotover$I,OOo.00; (iii) Seller is not.a'"foreiguperson",as that'tenn is dcfuied for ,(b) Check from the Town of Southold draam on any bank,savings purposes of thdToieign Investment in Real Property Tax Act,Internal bank,trust company or savings and loan associatiori having a banking Revenue Code(`IRq")Section,IA45,as amended,and the regulations law)and shall at Closing remit the withlield'amount with the.iequired proinulgated thereunder-(collectivelyFIRPTX); forms to the Internal Revenue Service. (iv)The Premises are not affected by any exemptions or abatements (f)The delivery of the Premises and all baikli� of taxes-:andeempFi6iti ^M c c G , ?g(s}attd ttttpt avextertts (v)'Seller has been known by no other name for the'P ast.ten years ° T �""fa` ndkio"1 free of all debris, except , vacant and free of teases or tenancieslti -v'r w o heeSiwa- ,a 1 _ . (b) Seiler covenants and warrants that all of the representations and agtttprne" warranGes-set forth this contract shall be true and correct at Closing. t and (c) Except as otherwise expressly sef'forth'in this coutmct,none of` ���=a'+ 1 Seller's covcnants,'representations; wurranties or other obligations contained in'this contracbshalt survive Glasiug. ,� ,. ff ...�. Floe 11_d: h 8.Condition of Property.Purchaseracknowledgesandrepresentsthat 4efeet:no_,RFM d Purchaser is fully aware ofthe physical condition and state of repair of (i) The delivery by the parties of any other affidavits required as a the Promises and of all other property included in this sale,based on condition ofiecording the deed. cti Purchaser's own inspeon and 'investigation thereof, and that Purchaser is entering into this contract based solely'upon such 13. Deed Transfer and Recording Taxes: At.Closiag,-certified or inspection and investigation,and not;upon any information, data, official bank checks payable to the order of the appropriate State GSty,, statements or'representations. written or oral, as to,the physical or County officer in the amount of any applicable transfer:and%r t condition,state of repair,use,cost of'operation or any other matter recording taxpayable by reason of the delivery or recording of the deed Mated to he Premises or the other property included in,the sale,given orrtioftgage,if any,shall be delivered by the party required by►aw or of made by Seiler or its representatives,and•shall accept the same:"as by this contract to pay such.transfer and/or recording tax,together with. is"in their presenicondition and state of repair,'subject.toreasonable any requiredtaxreiturnsdulyexecutedandswomto,andsnchpaitpshall Use, tear and natural'deterioration between the date hereof and-the cause;any such checks and retuius'to be worn o,an suchtbe party Ai 1� date-of Closing '" ), officer promptly a&erClosing..'Me obligationto pay any additional tax' without any reduction fin the purchase price or'claim ofany kindfot'any or deficiendyand any,into resf or penalties thereon shall`suivfve g.. Closin change in such condition by reason thereofsubsequent to thc.date ofthis contract. Purchaser'and its,authorized representatives shall have the 14. Apportionments and'O'ther Adjustments;Wtiter.-Rieter And right,arrcasonable times and upon reasonable notice(by tclophone or 'Installment Assessments,!(a) To the extent applicable;the following otherwise)to Seller,to:inspebt the Premises before Closing. shall be apportioned as ofntidmght of the day before the day of Closing: (i) taxes,+�,i h'. 'd on the basis of the lien 9: Insurable•Title. Seller shall give and•Purbhaser.shall acceptsuch period for which assessed -r.;t a,r. r:• title as any reputable title,compauy licensed to do businessin the,State ofNeW York shall be willing to approve and insure in accordance with FOR Gho its standard•foirn iof title policy approved'by the,New.York'•State. asaz �ellleeted. o Insurance Department,subject only to the matters provided'for in this contract. I (b) Tf Closing.,shall occur before a new tax TatCAV fixed,,•th6 apportionment of taxcs,shall be:upon the basis of the tax rate for,the. irnmediately'piecedmg fiscal,period applied to the latest assessed 10.Closing,Deed and Title.(a)"Closing''trfcans the settlement of-the, valuation. obligations of Selle'r'and•Purchascr to each other .under.this contract, including the paymefit of the:ptirchase price to Seiler,and,the delivery" to Purchaser of,a'Bargain and`Sate Deed.with Covenants Against Gfantor's.Acts in proper statutory'short fern:for recording, duly �• a, cxectited.,and acknowledged,so;as to:convey.to Par c rwise haser fee-simple (d)IfafthediteofClosiag,ihe Premises are affected byanassessment title to.the Pientises,,'free,of`:611 eacumbrances,•except as othe which is or may become payable,in,annual installments,and the first herein stated. The dced.shall contain a covenant by.Sellcr as"xcijuired installment is•then a lien,oritas lieenpaid'then-for the purposes of this by solid 5 of Sectiotf•13 of the Lieri Law. contract all thcunpaid installments shaltbe considered duo-mid shall be (li) The Dced.shall;be.a.full Bargain and Sale Deed withcovenants paid by Seller at or prior.to Closing. against.Grantor's acts-in the'proper statutory.short form with the foiloning.addifional lam (e) Any errors or omissions it computing apportionments or other gunge contained in the deed: Any Closing shall be corrected witfim.a,`rcasohable time "WHEREAS,"this certain plot,piece or parcel of land more fully following Closing.This subpaisgraphsba*s"ye Closing. described.herein,'•is'being'acquired with,monies of the Town of Southold'it shall henceforthbe used;manageil,operated or disposed of 15. Allowance for Uupafd.Taxes,.etc. Seller has the.option,to credit do accordance with New York;State Town Law and Southold.To tvu Purchaser as an adjustmentto the Purchase with the amo' of Code!' ny unpaid taxes,assessments;watcr:elharges and sewer.rents,together with !al r,•� r, �- • ` n a' any interest and penalties thereon to a date not less than five h'usiness '^� days after Closing,provided thafofficial Bills therefore computed to'said date are produced at Closing. 16. Use of.Purchase Price to Remove Encumbrances. If at Closing, im there are oter liens or encumbrances that Seller isobligate'd•to_pay or m.,._~ shall t dischar e;5ellerttta usemi wFreatSzEtiett g y ypoitionoftheeashbalanceofthepurchane price to pay or:discharge them,provided Seller chat]simultaneously deliver to Purchaset:at;Closinglitistnthients in recordable.tbrnt`and 11. C[osing Date.end Place Closing shall take place at the office of sufficient to satisfy such liens or:encumbranccs of record,together with the Southold Town Supervisor located at 54375 Main Street Southold, the cost of recording or filing:said instrmuents., Upon notice (by New York,on or about,JANUARY;2,2023 following the adoption of telephone.ot otherwise),given not less than 3'b6siness days before an mtthorizing resolution artd fill(,execution'oftliis Contract ofSal0.The Closing,Purchaser shall provide checks as requested to assist in clearing Closing may'also.bc dono.fa escrow if agreed to by;theparties. up these matters; 12.:Conditions to Closing.This contract and Purchaser's obligation to 17. Title Examination;Seller's Inability to Convey;Limitations of purchase:.the Premises are also subject Wind conditioned upon'.tlte Liability.(a)P6rcbaier.sliail order ancxamivationoftiUcin:respectof fulfillment of eie fo!loildb the Lions precedent: the,Premises from,a title company licensed or authorized to.issue title (a)Public Hearing held by the,Southold Town Board pursuant to,the: insurance by:the New 1 ork State Insiiiance.Department oranyagent for Town Code and'Section 247 tif•ttte,General 14lunicipal,Law'regarding such title•company promptly after'tlie ezecutiofi'of this conttact,'or,if acqui Resolution uthmi ii this contract is subject to`the mortg5ge,contingency set forth.in (b) Resolution autharizing'the Town'of Southold to acquire..said• paragraph 3, after a:mortgage.commitment has been ac 'ted b property, Purchaser. Purchaser§hall cause+a copy of.thc title report;antpi.ofany (c)The accuracyas ofthe'dateofClosing,of the representations and additions th reto.to be delivereddn the attomey(s)for Seller promptly warranticsbf Seller made in this contract; after receipt thereof. (b)(i)If at the date of Closing Seller is unable to transfer'dile to Purchaser in accordance with.tliis contract,or Purchaser has other valid grounds for refusing to close,whether,by reason odious,encumbrances or other objections to title or otherwise (herein collectively ca]Ird lljno" "Defects"),other than tltose'subject to which Purchaser is obligated to (ee Thnota.Fzry by Seller; Purchaser of a certifrcation.statiing that accept title hereunder or which'Purchaser:may have waived and other Seller is rota foreign'person;which certification shall be in the form than those which Seller,has herein expressly agreed to remove,remedy then required by•FIRPTA. If Sellcr'fails to:deliver the aforesaid or'discharge'arid if Purchaser shall be unwilling;to waive the same and certification or ifPurchaseris not entitled under FIRPTA to rely on such to close title without abatefiient of the purchase price;then,except as certification,Purchaser shall deduct and withhold from the purchase hcreinafler,set forth,Sellcr,shall;have the right at Seller's sole election, price a sum equal to(0%thereof(or any lesser amount permitted by either to take such action as Scllermay deem advisable to remove; remuly. dkcharve or comnlq with such Defects or to e.•rnceT this contract;(ii)if Seller elects'to take action to remove,remedy io comply 'Contained in Applicable Environmental Laws,petroleum,solvents,or with such Defects,Seller shall be entitled from time.to time,upon Notice !polychlorinated bipheuyls; (iv) there are no above ground or to Purchaser,to adjourn the daze for Closing hereunder for a period or underground storage tanks or containers at the Premises;(v)there are no periods not exceeding 60 days in the aggregate and the date-for Closing liens under Applicable Environmental I aws,affecting the premises and shall Ue-adjourned to a date specified by Seller not beyond such period. 1no goveinment actions have been taken or,to the knotyledge of Seller,. df for any reason whatsoever, Sellcr shall not have succeeded in are in proees' which could subject any portion of.the Premises to such removing,remedying or complying•with such Defects at the expiration liens;and(vi)there are no citations or summons served,upon the'Seller ofsuch adjoumment(s),and ifPurchaser shall still be unwilling to wamve with respect.to and there has been no activity that would give rise to,any the same and to close titIc-without abatement of the purchase price,then release,discharge or deposit on the Premises th"at is the subject of this either party may cancel this contract by Notice to the other given within ContmctofSale 10 days,after'such'adjourned'date; ;ofa Hazardous Substance.As used herein,"Hazardous '(iir)notwithstanding the foregoing, Substances" shall mean any bamrdous materials, hazardous.waste, the existing mortgage.(unless this sale is'subject to the same)and any hazardous and toxic substances,pollutants,contaminants,debris and matter created by Seller after the date hereof'shall be released, other solid'wastes those icrnts arc defined.by any Applicable discharged or otherwise cured , ed by Seller.at or prior to Closing. Environmental Laws. For Purposes of ibis paragraph 24,.Hazardous (c) If this contract"is cauccled pursuant to its terms,other than as a substances shall not include(y)substances used by Sellcr in-the ordinary result of Purchaser's defiult.this contract shall terminate and come to maintenance ofthe.Premises,prsubstaces useb intheri'an end,and neither a g g ordinary course party shall have any further ri hts;obligations or of Sellei's,.maiutenance,,and,(z)petroleum released in de minimus liabilities against or tothe'other hereunder or otherwise,except that: (i) amounts and typically associated with the useofportionsofthePremises Seller strait promptly —a'-- --••-- • r for drivinDowng and parking motor viih;cics. The represehtations:and the r�� o===.�and.v reimburse Purchaser for the net cost provisions of,this p"aragtaph shall not survive CLOSING. This of examination of title,includins,any appropriatc additional charges Agrocment.shall be interpreted and enforced in accordance with the laws related thereto, and the net cost, if actually paid'or'incurred by of the State of New York. If any provision(,)`of this Agreement sball Ptucliaser;for updating the axis{ing"surveyor the•Prenvses cr of a new be'unforceable.or invalid, the same shall not•affect the remaining survey,and(tf)the obligations under paragraph'23,if applicable;shall provisions.of this Agreement and to this end the provisions of this survive the termination of this contract Agreement are intended to be arid shall.be severable. 1$. Affidavit as to Judgments, Bankruptcies, eta If'a'title 25. Environmental AssessmentlClean-Up Contingency. The; examination discloses judgments,bankruptcies or other returns against Purchaser's.representatives shall, within fourteen (14) persons having names the"ssmcasorsimilifio that ofseller,Seller shall execution of this Contract days of full , in determine the deliver an a$dayit at Closing showing that they are not against seller. existence of any'Hazardous,Spect the Pr 't ubstances,(as defined,in Paiagtugh 24 19.Defaults and Remedies;(a)IfPurchaset defaults hereunder,'Seller above),and any other unacceptable materials-that'are•requited to be removed prior to,Closing consistent wiih the representations: in shall have such remedies as Seller shell be entitled ie at law or in equity; paragraph 24 of this Contract.The results"of'said inspection shall be set including,but not limited to,specific"" orce. P forthln a titemorandum from the Town's Community PreservationFund (b).If Seller defaults hereunder,Purehaser'shall have such remedies as Department or in written report,from Purchaser's consultant, and Purchaser shall-be entitled to•at law or in equity,including,'but not forwarded to the Seller and:Seller's attorney. Prior to closing„Seller limited;to,specific performance. shall remove all Hazardous:Sutista` and any unacceptable materials identified in the report and said to exist onthe'Premises.The removal of j 20. Purchaser's Lien.All money paid on account of this contract and all these items shall be completed'toae satisfaction of the office of the the seasonable expenses of ezamiuition of title to,the Premises:and of Community preservation Fund Department prior to closing; if seller any stirvcy and survey inspection charges;are hereby made Hermon the elects not to undertake any clear,:up required by,this paragraph, Premises;.birt such liens shall not continue after defaulthy`P.urchaser purchaser may cancel this contract and'neither'party'shall have any under this contract. further liability'to the•odidr,orPurcbaser may proceed to Closing 21..Notices.Any notice or other comm tice unication(°No ")shall be in, liability to.the other;or Purchaser may proceed to Closing_ writing and;either(a)sent by either of the parties hereto or by their 26. .Survey. Purchaser agrees,not later than seven(7)days after the iespectide attorneys who are hereby authorized to do so on their behalf' adoption of an authorizing resolution,to order•#survcy'of thcs orhy the Escrowee;by registered orcertified mail,postage prepaid,or; tAc prepared by a mrvey"or licensed by fhe;State of New York and e picntis es to '(6)' delivered in;peison of by ovemigbt courier,'with receipt direct the surveyor to forward copies of the survey and survey,rcading, acknowledged,to the respective addresses given:in this contract for the as well as all related notices,to'the.Seller's attorney and the title party,to whom the Notice into be given;or to sucb other address as such company;Said survey shall be at the eostof the Purchaser.patty shall hereafter designate by.Notice given to the other party or parties and the'Escrowee pursuant to this par3gmph. Mob Notice 27.IRS W-9 Form.Seller agrees'to execute and deliver to Purchaser`s mailed shall'be deemed given on.the third business day.,following the iattomey an IRS Form W-9 at,least`twenty(20)days prior to"closing of date of mailing the same,and each Noticz delivered in-person or by title so that the Town Comptrollers,Office,nay obtain and,disburse overnight courier shall be deemed-given when delivered, necessary funds. Seller acknowledges that a delay in the delivery of the 22.'No Assignment. This contract may not be assigned by Purchaser "Al-9 Form,will insult in the delay of the scheduled Closing dart. without thc.prior written consent of'Seller in.each instance and any 28.FublleDisclosure:Stateinetit Seller.shall,�within,ten(10)days of purported assignments)made without such consent shalt-be void. the execution.of this Contract,'deliver the required verified public disclosure statement for filing with the TownFiscal Officer.At the time 23.-groker. Seller and Purchaser;cach;rep'icsents undmarrants to the of Closing;thc Seller-shall submit a then applicable statement or a-swom other that it has not dealt with any broker'in conricction.with this+sale . statement that there have been no changes in interest since the date of other titan,Xa{){X,X( X.,(ageni:'XXXXXX,',(',Brokcr,,)and-Seller this Contract: An' evidence Of' conflict'.of interest or prohibited shall pay Broker any commission earned'pursuant to a"separate contractual relationship shall iequire approval,of the Contractand sale agreement between Seller and 1 ibkcr'. Sellcr and Purchaser shall by the supreme Courtof the State of.New York. indemnify and defend.each other against any costs,claims and expenses, including reasonable attorneys`fees arising ouf.of the breach on their 29.Delivery:ofDeed,.The acceptance of a Deed by the Purchaser shall respective parts of any representation'or agreement contained in this be deemed to be full performance in dischar a o£every'paragraph.The provisions of this arc g agreement and paragraph-.o f is roe tract Closing or,if obligation;on,the part of'ilrc Seller to be performed.pursuant to the Closing does not occur, the termination:of this contract: Added provisions of this_agreement;except those,if.any,which.are.herein suggested.changm by Seller's attorney, specifically stated'to survive the Closing. 24:,Environmental'Representatitons:'Sellcr,represertts that tothchest 30, Aeknor0edgementof.Chariiable.Coutribution. The Purchaser of'Scher',Imowledse:' (i)No.Hazardous Substances(as hereinafter acknowledges that the Seller may take a charitable contribution of the defined)have"been released,discharged,treated,sub cd o%disposed of, dmfference between.the'fair market value of.the,Premises as may be or otherw.Se'dep6sited in or on;or migrated to,the Premises,including established by the Sellers appraisal and.the purchase price to be paid by without,limitation of the'gcrherality of the foregoing,the surface waters. the Purchaser pursuant to this Agreement.>Acc,6rdingly,if requested by and subsurface waters of the Premises;(R):There are no underground Seller,the Purchrdcr may execute Internal Revenue Service Form 8283. fuel tanks or septic,systems on the Premises; (iii) There are,no and any other documents required byihc�lnternat Revenue Service"in substances of conditions (including asbestos or astiectos-containing conjunction with Sellces,cl' for a charitable contribution,provided materials)in-or,on'the.Premises or any other.parcefs of and which may Seller's valuation is consistent with the'Purchaser's appraised fair materially adversely.affect the Prerhiises or use,thereof of which would market value, This acknowledgement,does not represent and sliallnot be reasonably•lfkely:to support a claim or.cause'of action under any beconstru'edasconcurrenceby the Purchaser oftheclaimed Wrmarket existing federal,,state of local environmental siatute, regulation, value. ordinance or other environmental regulatory requirement(hereinafter collective called"Applicable Environmental Laws"),including,without 31,lRS'§1031.The Purchaser hereby acknowledge that'it maybe the limitation,the Comprehensive Environmental Response,Compensation intent of the Seller to-stnicture'its sale as a tax deferred exchange under and Liability Act("CERCLA"),as amended42 U.S.C.§§6901,et seq., IRC y lOSL Seller covenants.that this will notdelay the close of the the Resource Conservation and Recovery.Act(".RCRA'),asamended42 subject transaction nor cause the Purchaser any.additional:expenses• U.S.C.§§6901,ct seq.,and,6 NYC.RR Part 360 of New York state., The'Scllcr!s rights under file purchase and sale,agreement may be whichternisshallalsoinclude,whetherornotincludedinthedefinitions assigned to•n Qualified llli6mLdiary forIRC.§1031'Tax Deferred r Exchanges:Suyeragtees to cooperate with the Seller and.the Qualified (t) Seller and Purchaser shall comply with IRC reporting Intermediary to complete the exchange. requirements,if applicable. This subparagraph shall survive Closing. (g) Each party shall,-at any and fivm time to time,execute, 32.,Utilities, Seller Shall discontinue all utilities at the Premises.and acknowledge.where appropriate and deliver such'further instruments provide"disconnect';letters prior to Closing;including PSEG,Nalonal. and-documents and take such.other action as may'he reasonably (lrid'and SCINA-, requested byfthe other in order to carry out the intent and purpose of this -33. 81-Ot'Fc,_a:,.b r_..,..........._ A a n: - contract..This'subparagraph shall survive Closing. (h) This contract is irdended for the exclusive benefit of the parties hereto and,,except as-otherwise cxpresslp provided'herein,shall not be 1964g Mier `ll for the,benefit of,and shall'not create any rights in,or be enforceable b "o" " ' ` by,any other,person or entity. 35. Counterparts: This contract may be executed,in several r. _„ i ritAetiies cotmterparts,each of winch shah be deemed,an original,and A11 such """" counterparts together shall constitute one and the same instrument. However',the Contract Shall not be effective or enforceable against any 34. bliscellaneous. (a) All prior understandings, agreements, party hereto unfit all parties have compicte]y and properly executed at repicseatations and warranties oral or written,between.Seller and least one counterpart-of the Contract.This Contract may be executed Nichase[ere merged in this contract;it completcly,oxprasses,their full by facsimile signatures,electronic(i;e.email}m;.porable docitment agreement.and has been entered into after full'investigation,neither fonnat("PDF")that she'll be deemed originals'with the originals to be Party relying upon'any.statement'made by anyone else that,is not set provided within:a reasonable ,time; facsimile signatures or PDF forth iiAiis contract,.' 'signatures shall be.treated as oinal signatures; rig and facsimile or PDF (b) Neither this contract nor any-provision thereof may be waived, copies of this Contract shall be treated as-original copies of this changed or-canceled except in writing. This'contract shall also,apply to Contract and hind the heirs;distributees,legal representatives,sucecs§ors and permittedassigusoftheiespectiveparties.,Theparties hereby autbor& 36. Taxes upon Transfer: Seller hereby.aclrnowledges that the theirrespect&e.attomeysto agree m writing to any changes in dates and Purchaser,is;an:exempt'municipal entity not subject to NYS transfer time periods provided for this contract. races including the Community'Preserva6ou']Ai id-Tax.Pursuant to (c),Any singular word or terra herein shall also be read as in the plural NYS Tax Law Section 1404,the Seller shall hand the duty to pa y and the neuter shall include the masculine and feminine gender,whether seller imposed tax obligations; the sense'ofthis;contiact arty require it. (d)The captions in this contrut are for convenience ofreference only and in no way.define,limit or describe thescope.of this contract and shall riot he considered in the interpretation of this contract orany provision hereof.' (e),This contract shall.not be binding or effective until'ddly executed ]SIGN&ME PAGE FOLLOWS] and delivered by Seller and Purchaser. IN WITNESS WHEREOF,this contract has been duly executed by the paities hereto. Seller:QU ENTERPRISES CO,LLC Purchaser. TOWN OF SOUT14OLD }' t r By:.SCOTT RUSSELL,TOWN SUPERVISOR ya--l �. kA � Vebsn Attorney for Seller: Attorney for Purchaser.' Anthony C:Pasca,Esq. Paul n Df r Pure as r- Esseks,Hefter,Angel,Di TOM&Pasca Town Attorney Address:_7 E MainSttcet Address:-54375 Statc.Route 25 Riverhead,NY PO Box 279 Southold,NY 11971 11901 Town of Southold Teli 63f369-1700 Tel:631-765.1939 y Contract of Sale PREMISES 1 TITLE N0, Section 55 Block 5 QUAD ENTERPRISES CO.LLC Lots 17 County or Town Suffolk,Southold Street Number Address: 1645 Boisseau Avenuo TO Southold,NY 11971 SOUTHOLD TOWN Mirabelli, Melissa From: Mirabelli, Melissa Sent: Monday, September 25, 2023 11:39 AM To: 'Anthony Pasca'; McGivney,Julie Cc: DeChance, Paul; Beth Winters Subject: RE: Quad Enterprises Attachments: 20230925104400.pdf Anthony;- Attached please find a fully executed contract of sale on 1645 Boisseau Ave, Southold, NY Melissa NI. Mirabelli Secretary to the Town Attorney Town of Southold Southold Town Hall Annex 54375 Route 25 (Main RD) P.O. Box 1179 Southold,NY 11971 Office (631) 765-1939 Fax (631)765-6639 This electronic mail transmission may contain confidential or privileged information. If you believe that you have received the message in error, please notify the sender by reply transmission and delete the message without copying or disclosing it. From:Anthony Pasca<apasca@ehalaw.com> Sent:Tuesday,September 12, 2023 8:11 AM To: McGivney,Julie<juliem@southoldtownny.gov> Cc: DeChance, Paul<pauld@southoldtownny.gov>; Mirabelli, Melissa <melissa.mirabelli@town.southold.ny.us>; Beth Winters<bwinters@ehalaw.com> Subject: RE:Quad Enterprises Julie, Attached is the signed contract. Once approved by the Town Board, please return an executed copy dated as of when the Town signs off. If there are any issues, just let us know. Thank you, Tony 1 Anthony C. Pasca i7 .1- Esseks, Hefter, Angel, Di Talia & Pasca, LLP Counselors at Law Ph.: 631-369-1700 Fax: 631-369-2065 www.ehalaw.com Riverhead Office (For Mail & Service): 108 E. Main Street P.O. Box 279 Riverhead, NY 11901 Southampton Office (By Appointment Only) 30 Main Street Southampton, NY 11968 East Hampton Office (By Appointment Only) 15 Railroad Avenue, Suite 1 East Hampton, NY 11937 From: McGivney,Julie<juliem@southoldtownny.gov> Sent:Tuesday, September 5, 2023 4:10 PM To:Anthony Pasca <apasca@ehalaw.com> Cc: DeChance, Paul<pauld@southoldtownny.goy>; Mirabelli, Melissa<melissa.mirabelli@town.southold.ny.us> Subject: RE: Quad Enterprises Hi Anthony, Attached is the contract with agreed changes. Our title company advised they will not be picking up the CPF tax. Please advise when your client will execute the contract. Thanks, Julie JULIE M. WGIVNEY Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juliem�a,,southoldtownny.gov 2 s CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure, copying, distribution, or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error., please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. From:Anthony Pasca <apasca@ehalaw.com> Sent: Monday,August 21,2023 11:14 AM To: McGivney,Julie<juliem@southoldtownny.gov> Cc: DeChance, Paul<pauld@southoldtownnV.gov>; Mirabelli, Melissa<melissa.mirabelli@town.southold.nv.us> Subject: RE: Quad Enterprises Glad it's not just me. (My title company wasn't that much help but simply said they've never picked up taxes for deals with the Town so they wouldn't know when or why they would be applicable). Anthony C. Pasca ; Esseks, Hefter, Angel, Di Talia & Pasca, LLP Counselors at Law Ph.: 631-369-1700 Fax: 631-369-2065 ' www.ehalaw.com Riverhead Office (For Mail & Service) 108 E. Main Street P.O. Box 279 Riverhead, NY 11901 Southampton Office (By Appointment Only) 30 Main Street Southampton, NY 11968 East Hampton Office (By Appointment Only) 15 Railroad Avenue, Suite 1 East Hampton, NY 11937 From: McGivney,Julie<juliem@southoldtownny.gov> Sent: Monday,August 21, 2023 9:44 AM To:Anthony Pasca <apasca@ehalaw.com> Cc: DeChance, Paul<pauld@southoldtownny.goy>; Mirabelli, Melissa <melissa.mirabelli@town.southold.ny.us> Subject: RE: Quad Enterprises 3 Hi Anthony, I agree that the tax provision is confusing and I am waiting for my title company to advise. Once I have an answer I will let you know. Thanks, Julie JULIE M. McGIVNEY Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juliem a southoldtownny.Jov CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure, copying, distribution,or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. From:Anthony Pasca <apasca@ehalaw.com> Sent:Tuesday,August 15, 2023 9:02 AM To: McGivney,Julie<iuliem@southoldtownny.gov> Subject: RE:Quad Enterprises Julie, I've been trying to understand the tax issue because my clients were told from the beginning of this deal that there would be no transfer taxes paid by them at closing, and the mention of 1449- dd and tax-shifting puts that into question to the tune of about $80k. Please correct me if I'm wrong (and I may be because the tax code is a bit confusing), but I think the issue is that, under 1449-dd there is a tax shift to the purchaser "if the grantee is exempt from such tax" but under 1449-ee subdivision 2, the entire transaction is exempt if it falls under one of the following categories 2." tax shall'not applyAoo any of the following conyey_ances- 4 (a) `Conveyances to,the United Nations, the United States of America, the'state.ofeiNew York;ortany;ofaheir`:, instrumentalities, agencies o`rspolitical subdivisions(or any public corporation, including a public corporation created pursuant to agreement or compact with another state or the Dominion of Canada); (b) Conveyances which are or were used to secure a debt or other obligation; (c) Conveyances which, without additional consideration, confirm, correct, modify or supplement a deed previously recorded; (d) Conveyances of real property without consideration and otherwise than in connection with a sale, including deeds conveying realty as bona fide gifts; (e) Conveyances given in connection with a tax sale; (f) Conveyances to effectuate a mere change of identity or form of ownership or organization where there is no change in beneficial ownership, other than conveyances to a cooperative housing corporation of the real property comprising the cooperative dwelling or dwellings; (g) Conveyances which consist of a deed of partition; (h) Conveyances given pursuant to the federal bankruptcy act; Q) Conveyances of real property which consist of the execution of a contract to sell real property without the use or occupancy of such property or the granting of an option to purchase real property without the use or occupancy of such property; (q) Conveyances o£real property,where't e;entire parcel o£real.property to be conveyed is the.subject of.one or:xnore .x. .. of the following development restrictions (1)=._°agriculturaht conservation;;sce -iq,,or_an-open space«easement; ;(2)>covenants,or,re strictoiis-prohibiting:de_yelopment,, (3) a purchase of development rights agreement, (4) a transfer of development rights agreement, where the property being conveyed has had its development rights removed, (5) said real property is subject to the development restriction of an agricultural district or individual commitment, , pursuant to article twenty-five-AA of the agriculture and markets law, (6);;real propertSrsubject;.to anyaocally adopted land preservation agreemenp. t,provided sand exemption is included in the:local law imposing the tax,authorized by wthisY article', (k):wTonveyarices of zeal property; where the:propertyi's viable,agricultural 1"and as;defined in subdivision seven,af `section three hundred one of the agriculti ral:and markets law'and the,entire prope`rty.to be'conveyed is;to be made subject,to`one.;of;the development restrictions provided for insubparagrapli two ofparagraph(j) of.thissubdivision provided that said development.restriction.precludes the conversion of the propertytio a iion agricultural"use for at. least three yearsfm `pmeritrrioni ienro cf ed by.an easement, agreement;sor other suit-A 'e rostrument which sto be conveyed'to the.townaiinultaneously with the conveyance of the;real pr'ope"rty; or (1) Conveyances of real property for open space, parks, or historic preservation purposes to any not-for-profit tax exempt corporation operated for conservation, environmental, or historic preservation purposes. (m) Conveyances of real property to any tax exempt corporation, incorporated pursuant to the not-for-profit corporation law or the private housing finance law, where such conveyance is for the purposes of providing affordable housing opportunities within the towns and such corporation is incorporated for the purposes of providing 5 J housing opportunities. For the purposes of this paragraph, "affordable housing" shall mean housing opportunities exclusively for town residents of the towns whose income is at or below the median income for the town. So, if the Town is considered a political subdivision of the State (subsec. a), then we should be ok because the entire transaction would be exempt. But if not, then the question is whether it's one of the types of transactions covered in subsection j or k. If it's a CPF deal and the land will be subject to CPF restrictions, then it would clearly qualify. But if it's not a CPF deal, then we need to know what exactly it is, so that we can determine if this is truly exempt. So all of that said, can you tell us, (1) if this isn't a CPF purchase, what is it? What will the source of funding be? (2) Do you agree this transaction is exempt from transfer tax payments under one of the subsections above? If so, which one? By the way, I don't mind making changes to the contract but you did not send it to us in Word format originally, so either your office will have to input the changes or you could just email it to me in Word format and we will input whatever agreed upon changes we have. Thanks, Tony Anthony C. Pasca Ir N. Esseks, Hefter, Angel, Di Talia & Pasca, LLP Counselors at Law Ph.: 631-369-1700 Fax: 631-369-2065 www.ehalaw.com Riverhead Office (For Mail & Service): 108 E. Main Street P.O. Box 279 Riverhead, NY 11901 Southampton Office (By Appointment Only) 30 Main Street Southampton, NY 11968 East Hampton Office (By Appointment Only) 15 Railroad Avenue, Suite 1 East Hampton, NY 11937 From: McGivney,Julie<juliem@southoldtownny.gov> Sent: Wednesday,August 9, 2023 9:36 AM 6 To:Anthony Pasca <apasca@ehalaw.com> Subject: RE: Quad Enterprises Hello. This transaction started.with Land Preservation but is no longer a purchase through the PCF. Therefore your changes are mainly not necessary. As for as P25, please leave it as "shall". As far as P36, Tax§1449-dd states that when the purchaser is exempt,the seller shall pay. Let me know! Thanks, Julie JULIE M. McGIVNEY ,Assistant Town Attorney Town of Southold Town Hall Annex 54375 Route 25 P.O. Box 1179 Southold, New York 11971 631-765-1939 631-765-6639 Juliem ,southoldtownny.gov CONFIDENTIALITY NOTICE:This electronic mail transmission is intended only for the use of the individual or entity to which it is addressed and may contain confidential information belonging to the sender which is protected by the attorney-client privilege. If you are not the intended recipient,you are hereby notified that any disclosure,copying, distribution, or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please notify the sender immediately by e-mail and delete the original message. ATTENTION:This email came from an external source. Do not open attachments or click on links from unknown senders or unexpected emails. J From:Anthony Pasca<apasca@ehalaw.com> Sent:Thursday,August 3,2023 3:34 PM To: McGivney,Julie<iuliem@southoldtownny.gov> Subject:Quad Enterprises Hi Julie, I went over the Town contract with my client and we had just a few clarifications/requests. I put them in the pdf attached. I think they're self-explanatory but am happy to discuss if need be. Best, Tony 7 Anthony C. Pasca IrT _ A Esseks, Hefter, Angel, Di Talia & Pasca, LLP Counselors at Law Ph.: 631-369-1700 Fax: 631-369-2065 www.ehalaw.com Riverhead Office (For Mail & Service): 108 E. Main Street P.O. Box 279 Riverhead, NY 11901 Southampton Office (By Appointment Only) 30 Main Street Southampton, NY 11968 East Hampton Office (By Appointment Only) 15 Railroad Avenue, Suite 1 East Hampton, NY 11937 The information contained in this e-mail is intended for the use of the named recipient only. It may contain information that is legally privileged, confidential, and/or exempt from disclosure under applicable law. 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Do not open attachments or click on links from unknown senders or unexpected emails. 8 8/9/23,8:32 AM Tax-Article 31-D-§1449-EE Exemptions.::2016 New.York Laws::US Codes and Statutes::US Law::Justia (There is a newer version of the New York Consolidated Laws J. (View our newest version here -� 2016 New York Laws TAX - Tax Article 31-D - (Tax) TAX ON REAL ESTATE TRANSFERS IN TOWNS IN THE PECONIC BAY REGION 1449-EE - Exemptions. Universal Citation: NY Tax L§ 1449-EE (2016) * 1449-ee. Exemptions. 1. The following shall be exempt from the payment of .the real estate transfer tax: (a) The state of New York, or any of its agencies, instrumentalities, political subdivisions, or public corporations (including a public corporation created pursuant to an agreement or compact with another state or Dominion of Canada); and (b) The United Nations, the United States of America or any of its agencies or instrumentalities. 2. The tax shall not apply to any of the following conveyances: (a) Conveyances to the United Nations, the United States of America, the state of New York, or any of their instrumentalities, agencies or political subdivisions (or any public corporation, including a public https://Iaw.justia.com/codes/new-york/2016/tax/article-31-d/1449-ee 1/5 8/9/23,8:32 AM Tax-Article 31-D-§1449-EE Exemptions. ::2016 New York Laws::US Codes and Statutes::US Law::justia corporation created pursuant to agreement or compact with another state or the Dominion of Canada); (b) Conveyances which are or were used to secure a debt or other obligation; (c) Conveyances which, without additional consideration, confirm, correct, modify or supplement a deed previously recorded; (d) Conveyances of real property without consideration and otherwise than in connection with a sale, including deeds conveying realty as bona fide gifts; (e) Conveyances given in connection with a tax sale; (f) Conveyances to effectuate a mere change of identity or form of ownership or organization where there is no change in beneficial ownership, other than conveyances to a cooperative housing corporation of the real property comprising the cooperative dwelling or dwellings; (g) Conveyances which consist of a deed of partition; (h) Conveyances given pursuant to the federal bankruptcy act; (i) Conveyances of real property which consist of the execution of a contract to sell real property without the use or occupancy of such property or the granting of an option to purchase real property without the use or occupancy of such property; (j) Conveyances of real property, where the entire parcel of real property to be conveyed is the subject of one or more of the following development restrictions: (1) agricultural, conservation, scenic, or an open space easement, (2) covenants or restrictions prohibiting development, (3) a purchase of development rights agreement, (4) a transfer of development rights agreement, where the property being conveyed has had its development rights removed, https://Iaw.justia.com/codes/new-york/2016/tax/article-31-d/1449-ee 2/5 8/9/23,8:32 AM Tax-Article 31-D-§1449-EE Exemptions. ::2016 New York Laws::US Codes and Statutes::US Law::Justia (5) said real property is subject to the development restriction of an agricultural district or individual commitment, pursuant to article twenty-five-AA of the agriculture and markets law, (6) real property subject to any locally adopted land preservation agreement, provided said exemption is included in the local law imposing the tax authorized by this article; (k) Conveyances of real property, where the property is viable agricultural land as defined in subdivision seven of section three hundred one, of the agricultural and markets law and the entire property to be conveyed is to be made subject to one of the development restrictions provided for in subparagraph two of paragraph (j) 'of this subdivision provided that said development restriction precludes the conversion of the property to a non-agricultural use-for at least three years from the date of transfer, and said development restriction is evidenced by an easement, agreement, or other suitable instrument which is to be conveyed to the town simultaneously with the conveyance of the real property; or (1) Conveyances of real property for open space, parks, or historic preservation purposes to any not-for-profit tax exempt corporation operated for conservation, environmental, or historic preservation purposes. (m) Conveyances of real property to any, tax exempt corporation, incorporated pursuant to the not-for-profit corporation law or the private housing finance law, where such conveyance is for the purposes of providing affordable housing opportunities within the towns and such corporation is incorporated for the purposes of providing housing opportunities. For the purposes of this paragraph, "affordable housing" `shall mean housing opportunities exclusively for town residents of the r towns whose income is at or below the median income for the town. 3. (a) In the towns of East Hampton, Shelter Island and Southampton, an exemption of two hundred fifty thousand dollars shall be allowed on the consideration of the conveyance of improved real property or an interest therein and an exemption of one hundred thousand dollars shall https://Iaw.justia.com/codes/new-york/2016/tax/article-31-d/1449-ee 3/5 8/9/23,8:32 AM Tax-Article 31-D-§1449-EE Exemptions. ::2016 New York Laws::US Codes and Statutes::US Law::Justia 1 be allowed on' -the consideration of the conveyance of ''unimproved real property. (b) In the towns of Riverhead and Southold, an exemption of one hundred fifty thousand dollars shall be allowed on the consideration of the conveyance of improved real property or an interest therein and an exemption of seventy-five thousand dollars shall be allowed on the consideration of the conveyance of unimproved real property. 4. Primary residential property purchased by one or more persons, each of whom is a first-time homebuyer shall be exempt from the payment of the real estate transfer tax, in the towns of. Southampton, East Hampton, Shelter Island and Southold, provided that: (a)(1) in- the towns of Southampton, East Hampton and Shelter Island, the primary residential property is within one hundred twenty percent of the purchase price limits defined by the state of New York mortgage agency low interest rate mortgage program in the non-target one family categories for Suffolk county in effect on the contract date for the sale of such property; (2) in the town of Southold, the primary residential property is within sixty percent of the purchase price limits defined by the state of New York mortgage agency low interest rate mortgage 'program in the non-target one family categories for Suffolk county in effect on the contract date for the sale of such property; and (b) the buyer's household income does not exceed the income limits defined by the state of New , York mortgage agency low interest rate mortgage program in the non-target, - one and two person household category for Suffolk county in effect on the contract date for the sale of such property. 5. Such exemption, shall be granted only upon application by the owner of such building on a form prescribed by the town. The application shall be filed with the town. If satisfied that the applicant is entitled to an exemption pursuant to this section, the town shall approve the application and the conveyance of such primary residential property https://Iaw.justia.com/codes/new-york/2016/tax/article-31-d/1449-ee 4/5 8/9/23,8:32 AM Tax-Article 31-D-§1449-EE Exemptions. ::2016 New York Laws::US Codes and Statutes::US Law::Justia shall be exempt from the real estate transfer tax - imposed by this article. i * NB Repealed December 31, 2050 Disclaimer:These codes may not be the most recent version.New York may have more current or accurate information.We make no warranties or guarantees about the accuracy, completeness,or adequacy of the information contained on this site or the information linked to on the state site.Please check official sources. This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply. i https://Iaw.justia.com/codes/new-york/2016/tax/article-31-d/1449-ee 5/5 PAUL M.DeCHANCE SCOTT A.RUSSELL TOWN ATTORNEY Irtag S0(/j Supervisor pauld@southoldtownny.gov ti O JAMES A.SQUICCIARINI Town Hall Annex,54375 Route 25 DEPUTY TOWN ATTORNEY P.O.Box 1179 jacks@southoldtov=y.gov ® Southold,New York 11971-0959 JULIE M.MCGIVNEY ly�'DUNT`I,�c Telephone(631)765-1939 ASSISTANT TOWN ATTORNEY juliem@southoldtownny.gov Facsimile(631)765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD July 26, 2023 C Anthony C. Pasca, Esq. Esseks, Hefter, Angel, Di Talia & Pasca, LLP 108 E. Main Street PO Box 279 Riverhead, NY 11901 Re: Quad Enterprises to Town of Southold Premise: 1645 Boisseau Avenue, Southold, NY 11901 Dear Anthony: I am enclosing three Contracts of Sale for the above-referenced. I prepared the contract because there are some provisions that needed to be added for the municipality. Please have your clients sign and return to the Town Attorney Office. Once the resolution is passed, the Supervisor will execute and I will send you a fully executed copy. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you for your assistance. Very my you , Julie c ey Assist nt Town Attorney /jmm Enclosures WHEREAS,the Town Board of the Town of Southold is desirous of acquiring an undeveloped parcel of real property located at 1645 Boisseau Avenue, Southold,NY and identified as SCTM No. 1000-55-5-17; and WHEREAS,the Town previously authorized an appraisal be conducted of the parcel in question to determine the current market value of the subject parcel, which was performed by Lawrence Indimine Consulting Corp. and dated January 9, 2023; and WHEREAS, in order to acquire said parcel it will be necessary to expend sums for a title search, survey and other related expenses; now therefore be it RESOLVED,that the Town Board of the Town of Southold hereby authorizes and directs the Town Attorney to proceed to acquire said parcel of real property identified herein,by negotiated purchase for an amount up to the market value of the parcel as determined by the independent appraisal dated January 9, 2023; and be it further RESOLVED,that the Town Attorney is hereby authorized to retain the services of a title examiner and surveyor in furtherance of the acquisition of the real property identified herein; and be it further RESOLVED,that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the purchase contract and all other documentation required to effectuate the acquisition of said parcel. SQk V T� CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION. This contract form does not provide for what happens in the event of fire,or other casualty loss or condemnation before the title closing. Unless different provision is made in this contract,Sections 5-1311 of the General Obligations Law will apply. One part of that law makes a Purchaser responsible for fire and casualty loss upon taking possession of the Premises before the title closing. CONTRACT OF SALE-VACANT RESIDENTIAL PROPERTY Contract of Sale made as of ,2023 BETWEEN QUAD ENTERPRISES CO.LLC, Address:-PO Box 67, Greenport,NY 11944 hereinafter called"SELLER" and TOWN OF SOUTHOLD,a municipal corporation of the State of New York Address: 54375 Main Street, Southold,New York 11971, Social Security Number/Fed ID No(s): hereinafter called"PURCHASER" The parties hereby agree as follows: 1. Premises. Seller shall sell and convey and Purchaser shall purchase office in the State of New York,unendorsed and payable to the order of the property, together with all buildings and improvements thereon Seller; (collectively the"Premises"): (c) As to money other than the purchase price payable to Seller at Closing,uncertified check of Purchaser up to the amount of$1,000.00; Street Address: 1645 Boisseau Avenue,Southold,New York and (d) As otherwise agreed to in writing by Seller or Seller's attorney. Tax Map Designation: Dist 1000,Sec 55,Blk 5,Lot 17 5. Permitted Exceptions. The Premises are sold and shall be conveyed Together with Seller's ownership and rights,if any,to land lying in the subject to: bed of any street or highway, opened or proposed, adjoining the (a) Zoning and subdivision laws and regulations, and landmark, Premises to the center line thereof,including any right of Seller to any historic or wetlands designation,provided that they are not violated by unpaid award by reason of any taking by condemnation and/or for any the existing buildings and improvements erected on the property or their damage to the Premises by reason of change of grade of any street or use; highway. Seller shall deliver at no additional cost to Purchaser at (b) Consents for the erection of any structures on,under or above any Closing (as hereinafter defined), or thereafter, on demand, any streets on which the Premises abut; documents that Purchaser may reasonably require for the conveyance of (c) Encroachments of stoops,areas, cellar steps,trim and cornices,if such title and the assignment and collection of such award or damages. any,upon any street or highway; (d) Real estate taxes that are a lien,but are not yet due and payable; 2. -PCPs8n-al Property. Th:s sal@ also incluaos_.,n -fixtures and^.•/;ells and f personal„«e„e«...new ett.,ehed Or^„„„«te„e„**„*he n«e„isee „„lees (e) Any state of facts an accurate survey show provided same do not speciftcally €xe-ludedWow. Seller «e„«eee„ts ^„a 'A•^^*^„ts that ^* render title unmarketable or uninsurable. Closingth , .:tl he„aid for and owned by Seller-, f:.ee and,.tear of all (f) Building regulations, covenants, utility easements, restrictions, lions and oneumbninees, e„t^„)• --existing •^„'gaRe to whi^h this sale reservations and agreements of record, provided same do not prohibit ^ ^.. They inelude but^«e not lifai*ea*^ plumbing,heating the use and/or maintenance of existing structures.The violations of any lighting and woks„j f?aur-es,h„th«.,e.„ and kitehe„ eabinete mantels, covenants and restrictions by existing improvements shall not be door mirrors,s,ateh plates and door hardware • „et:^„.hlinds window deemed an objection to tile provided a title company shall agree to insure f t« * shades, „, storm windows; -'^^t^FM ^-^ that such improvements may remain in their present location as long as a^ h^ :t box, TV ^4^ ^*h^ flagpole, same shall stand. ,,sh«„hhe. „sing outdoorstatumy, tool shed _dish„=^shad.--washing (g) Variations between fences,,hedges, shrubs, and retaining walls .,eh:„e etethes df ,e« garbage disposal unit;range even,ref ig@rat.,., with record lines of title, provided same do not exceed 12" and title f eanditioning equipment and installations, .ell to .ell company will insure same without raising an "out of possession" et:„ and built her^t eluded „ (so-Le ,t. „ue hle exception. ftenm} > .eh„aed f•e„,this sate Are-f,,«„:t «e„„,,household furnishings and 6. Governmental Violations and Orders. (a) Seller shall comply with all notes or notices of violations of law or municipal ordinances,orders 3. Purchase Price. The purchase price is:$ 3,300,000.00 or requirements noted or issued as of the date of closing by any payable as follows: governmental department having authority as to lands, housing, (a) on the signing of this e^„t«e,.t by Pumhaser's eheel.:dyable to buildings,fire,health,environmental and labor conditions affecting the the 1;sGrewee/e hereinafter def„e.-\ ^„h:eet to eelleet:„„'the« „t Premises. The Premises shall be conveyed free of them at Closing. ,.,,f wh;eh is here set.„ewledgea to he held- et pursuant Seller shall furnish Purchaser with any authorizations necessary to make paragraph eAntra h€«,, ,,,„„„,, e„,,>\, the searches that could disclose these matters. 0R19 /h\ (Delete ifiiia„„l:e,. k) All obligations ^fleet;„^ the Premises .,„t to the Administrative Code of the r:t„of New Vert in rfe e for the ...•:„„;..^1 ^.,...,,„t „„,"^:.- .,„ the e,.; purer'+.:.,. .- -__--______'____-- Code__ __ _� � _ .. ..,... :..«t„ Closing .,e,..,hle :„ .,,..„e....h.,11 he,-:�ehe«..e.-h.,Seller et FROFt he.•e.,f „.,.....e„*of whiek l2wehase«shell assume - ---____a____payable __________y __ _-_-___-_o__ _� _-- by-joinder in the-deed: $ 0 or prior to Closing. /.,\ by e purchase.„..„e. „„te and mortgage fr...„A„«..-lase.•t..Cell<..•• $ 0 7. Seller's Representations. (a) Seller represents and warrants to Purchaser that: (d) balance at Closing: $3,300,000.00 (i) The Premises abut or have a right of access to a public road; (ii) Seller is the sole owner of the Premises and has the full right, 4. Acceptable Funds. All money payable under this contract,unless power and authority to sell,convey and transfer the same in accordance otherwise specified,shall be paid by: with the terms of this contract; (a) Cash,but not over$1,000.00; (iii) Seller is not a "foreign person", as that terns is defined for (b) Check from the Town of Southold drawn on any bank, savings purposes of the Foreign Investment in Real Property Tax Act, Internal bank,trust company or savings and loan association having a banking Revenue Code("IRC")Section 1445, as amended, and the regulations law) and shall at Closing remit the withheld amount with the required promulgated thereunder(collectively"FIRPTA"); forms to the Internal Revenue Service. (iv) The Premises are not affected by any exemptions or abatements (f) The delivery of the Premises and all building(s)and improvements of taxes;and „aFt ther-e^f in broom elean^ „a:t:e„, free of all debris, (v) Seller has been known by no other name for the past ten years, vacant and free of leases or tenancies together with keys to the Premises. except (gAll plumbing(ineludin .,..,te..supply and se„tie s.stems if any) heating and a ..„dit:e„:„e if any,eletrie..l and meehanie.,l s ...te„,s (b) Seller covenants and warrants that all of the representations and equipment and Fnaebinery in the building(s)leeated an the prepei:ty and warranties set forth in this contract shall be true and correct at Closing. all applianee-s '-ire in this sale being in warkingorder a (c) Except as otherwise expressly set forth in this contract, none of ofthe date of Closing. Seller's covenants, representations, warranties or other obligations -(h) If the Premi-s S ^ or two family house dolive^, by the contained in this contract shall survive Closing. parties at Closing of affidavits ; eem„lianee with state and leeel !aw requirements to the eff et that there: installed in the Premises e ake 8. Condition of Property. Purchaser acknowledges and represents that deteet:„,.alarm deviee or ae..:ees Purchaser is fully aware of the physical condition and state of repair of (i) The delivery by the parties of any other affidavits required as a the Premises and of all other property included in this sale, based on condition of recording the deed. Purchaser's own inspection and investigation thereof, and that Purchaser is entering into this contract based solely upon such 13. Deed Transfer and Recording Taxes. At Closing, certified or inspection and investigation and not upon any information, data, official bank checks payable to the order of the appropriate State, City statements or representations, written or oral, as to the physical or County officer in-the amount of any applicable transfer and/or condition, state of repair, use, cost of operation or any other matter recording tax payable by reason of the delivery or recording of the deed related to the Premises or the other property included in the sale,given or mortgage, if any, shall be delivered by the party required by law or or made by Seller or its representatives, and shall accept the same"as by this contract to pay such transfer and/or recording tax,together with is" in their present condition and state of repair, subject to reasonable any required tax returns duly executed and sworn to,and such party shall use,wear,tear and natural deterioration between the date hereof and the cause any(such checks and returns to be delivered to the appropriate date of Closing (exee„t as ethe.Wise ..et f..th in paragraph 16rfl), officer promptly after Closing. The obligation to pay any additional tax without any reduction in the purchase price or claim of any kind for any or deficiency and any interest or penalties thereon shall survive Closing. change in such condition by reason thereof subsequent to the date of this contract. Purchaser and its authorized representatives shall have the 14. Apportionments and Other Adjustments; Water Meter and right, at reasonable times and upon reasonable notice(by telephone or Installment Assessments. (a) To the extent applicable,the following otherwise)to Seller,to inspect the Premises before Closing. shall be apportioned as of midnight of the day before the day of Closing: (i) taxes, water ehaFges and sewer rents on the basis of the lien 9. Insurable Title. Seller shall give and Purchaser shall accept such period for which assessed; (4) fuel; (iii) An the e.,:st:„ og title as any reputable title company licensed to do business in the State e_tgage;(iv)premiums existing transferable insuFanee ^olieies and of New York shall be willing to approve and insure in accordance with Fen@wals of these expiFiag prier to Glesing; its standard form of title policy approved by the New York State as e„.1...he„eelleeted Insurance Department, subject only to the matters provided for in this (b) If Closing shall occur before a new tax rate is fixed, the contract. apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding fiscal period applied to the latest assessed 10. Closing,Deed and Title.(a)"Closing"means the settlement of the valuation. obligations of Seller and Purchaser to each other under this contract, (^` if there is ^ .,..,te.. .„ete.^„ the n..e.„:..es Seller shallf:..nish date- including the payment of the purchase price to Seller, and the delivery eading t„e „ef ranore than 30 days.before Closing and.the unfixe l to Purchaser of a Bargain and Sale Deed with Covenants Against „noter charge and sewer rent,:f any,shell be „oi4ioned on the basis of Grantor's Acts in proper statutory short form for recording, duly `„e>, last read:„e executed and acknowledged, so as to convey to Purchaser fee simple (d) If at the date of Closing the Premises are affected by an assessment title to the Premises, free of all encumbrances, except as otherwise which is or may become payable in annual installments, and the first herein stated. The deed shall contain a covenant by Seller as required installment is then a lien,or has been paid,then for the purposes of this by subd.5 of Section 13 of the Lien Law. contract all the unpaid installments shall be considered due and shall be (b) The Deed shall be a full Bargain and Sale Deed with covenants paid by Seller at or prior to Closing. against Grantor's acts in the proper statutory short form with the (e) Any errors or omissions in computing apportionments or other following additional language contained in the deed: adjustments at Closing shall be corrected within a reasonable time "WHEREAS, this certain plot, piece or parcel of land more fully following Closing. This subparagraph shall survive Closing. described herein, is being acquired with monies of the Town of Southold,it shall henceforth be used,managed,operated or disposed of 15. Allowance for Unpaid Taxes,etc. Seller has the option to credit in accordance with New York State Town Law and Southold Town Purchaser as an adjustment to the purchase price with the amount of any Code." unpaid taxes,assessments,water charges and sewer rents,together with (e) if Seller is e corporation-, :t shall deliver to Purchaser At the time any interest and penalties thereon to a date not less than five business of Glesiag(i)e elute„of:*r,Be ffird of Direeters autherizi„„the sale days after Closing,provided that official bills therefore computed to said And ,,elivai3, of the deed and (4) e erti fio to by the cee..etaf3, of date are produced at Closing.Assistant Se eta of the corporation e.•tif,. eh reselution and setting forth foots showing that the transfer : in „fiffm:t with the 16. Use of Purchase Price to Remove Encumbrances. If at Closing e„ts;^fce^f:e„ono of the Business Gerper tie„Law. The lee l there are other liens or encumbrances that Seller is obligated to pay or in ^h ow;p ^hall e „t,,:„ e to establish compliance discharge,Seller may use any portion of the cash balance of the purchase :fh thy . price to pay or discharge them, provided Seller shall simultaneously deliver to Purchaser at Closing instruments in recordable form and 11. Closing Date and Place. Closing shall take place at the office of sufficient to satisfy such liens or encumbrances of record,together with the Southold Town Supervisor located at 54375 Main Street,Southold, the cost of recording or filing said instruments. Upon notice (by New York,on or about 60 days following the adoption of an authorizing telephone or otherwise), given not less than 3 business days before resolution and full execution of this Contract of Sale.The Closing may Closing,Purchaser shall provide checks as requested to assist in clearing also be done in escrow if agreed to by the parties. up these matters. 12. Conditions to Closing. This contract and Purchaser's obligation to 17. Title Examination;Seller's Inability to Convey; Limitations of purchase the Premises are also subject to and conditioned upon the Liability. (a) Purchaser shall order an examination of title in respect of fulfillment of the following conditions precedent: the Premises from a title company licensed or authorized to issue title (a)Public Hearing held by the Southold Town Board pursuant to the insurance by the New York State Insurance Department or any agent for Town Code and Section 247 of the General Municipal Law regarding such title company promptly after the execution of this contract or, if acquisition of said property this contract is subject to the mortgage contingency set forth in (b) Resolution authorizing the Town of Southold to acquire said paragraph 8, after a mortgage commitment has been accepted by property. Purchaser. Purchaser shall cause a copy of the title report and of any (c) The accuracy,as of the date of Closing,of the representations and additions thereto to be delivered to the attorney(s) for Seller promptly warranties of Seller made in this contract; after receipt thereof. (d) The aeliye..., by Seller to Purchaser of A valid and subsisting (b) (i) If at the date of Closing Seller is unable to transfer title to Ge-Aif:eete of n^eupaney or other required..e.f:f:e..te of eempli,„ee e Purchaser in accordance with this contract,or Purchaser has other valid evide„ee that„e„e v ffl-s required,eeve.:„e the building(s)and all of the grounds for refusing to close,whether by reason of liens,encumbrances ..^the :.„„..eve..,e„ts leeetea on the„ „e..f., .,then:.„g thsir 11 or other objections to title or otherwise (herein collectively called family dwelling.,t the.fete of Closing. "Defects"), other than those subject to which Purchaser is obligated to (e) The delivery by Seller to Purchaser of a certification stating that accept title hereunder or which Purchaser may have waived and other Seller is not a foreign person; which certification shall be in the form than those which Seller has herein expressly agreed to remove,remedy then required by FIRPTA. If Seller fails to deliver the aforesaid or discharge and if Purchaser shall be unwilling to waive the same and certification or if Purchaser is not entitled under FIRPTA to rely on such to close title without abatement of the purchase price, then, except as certification, Purchaser shall deduct and withhold from the purchase hereinafter set forth,Seller shall have the right,at Seller's sole election, price a sum equal to 10%thereof(or any lesser amount permitted by either to take such action as Seller may deem advisable to remove, remedy, discharge or comply with such Defects or to cancel this contract;(ii)if Seller elects to take action to remove,remedy to comply contained in Applicable Environmental Laws, petroleum, solvents, or with such Defects,Seller shall be entitled from time to time,upon Notice polychlorinated biphenyls; (iv) there are no above ground or to Purchaser,to adjourn the date for Closing hereunder for a period or underground storage tanks or containers at the Premises;(v)there are no periods not exceeding 60 days in the aggregate and the date for Closing liens under Applicable Environmental Laws affecting the Premises and shall be adjourned to a date specified by Seller not beyond such period. no government actions have been taken or,to the knowledge of Seller, If for any reason whatsoever, Seller shall not have succeeded in are in process,which could subject any portion of the Premises to such removing,remedying or complying with such Defects at the expiration liens;and(vi)there are no citations or summons served upon the Seller of such adjoumment(s),and if Purchaser shall still be unwilling to waive with respect to and there has been no activity that would give rise to,any the same and to close title without abatement of the purchase price,then release,discharge or deposit,on the Premises that is the subject of this either party may cancel this contract by Notice to the other given within Contract of Sale,of a Hazardous Substance. As used herein,"Hazardous 10 days after such adjourned date; (iii)notwithstanding the foregoing, Substances" shall mean any hazardous materials, hazardous waste, the existing mortgage (unless this sale is subject to the same) and any hazardous and toxic substances, pollutants, contaminants, debris and matter created by Seller after the date hereof shall be released, other solid wastes as those terms are defined by any Applicable discharged or otherwise cured by Seller at or prior to Closing. Environmental Laws. For purposes of this paragraph 24, Hazardous (c) If this contract is canceled pursuant to its terms, other than as a Substances shall not include(y)substances used by Seller in the ordinary result of Purchaser's default,this contract shall terminate and come to maintenance of the Premises,provided such use is in the ordinary course an end, and neither party shall have any further rights, obligations or of Seller's maintenance, and (z) petroleum released in de minimus liabilities against or to the other hereunder or otherwise,except that: (i) amounts and typically associated with the use of portions of the Premises Seller shall promptly refund or eauso the F—'sG.,..•.oe to refund th for driving and parking motor vehicles. The representations and the Downpaymont to-Pure-h-aser and-W reimburse Purchaser for the net cost provisions of this paragraph shall not survive 'CLOSING. This of examination of title, including any appropriate additional charges Agreement shall be interpreted and enforced in accordance with the laws related thereto, and the net cost, if actually paid or incurred by of the State of New York. If any provision(s)of this Agreement shall Purchaser,for updating the existing survey of the Premises or of a new be unforceable or invalid, the same shall not affect the remaining survey,and(ii)the obligations under paragraph 23, if applicable, shall provisions of this Agreement and to this end the provisions of this survive the termination of this contract. Agreement are intended to be and shall be severable. 18. Affidavit as to Judgments, Bankruptcies, etc. If a title 25. Environmental Assessment/Clean-Up Contingency. The examination discloses judgments,bankruptcies or other returns against Purchaser's representatives shall, within fourteen (14) days of full persons having names the same as or similar to that of Seller,Seller shall execution of this Contract, inspect the Premises to determine the deliver an affidavit at Closing showing that they are not against Seller. existence of any Hazardous Substances (as defined in Paragraph 24 above) and any other unacceptable materials that are required to be 19. Defaults and Remedies. (a) If Purchaser defaults hereunder,Seller removed prior to Closing consistent with the representations in shall have such remedies as Seller shall be entitled to at law or in equity, paragraph 24 of this Contract. The results of said inspection shall be set including,but not limited to,specific performance. forth in a memorandum from the Town's Community Preservation Fund (b) If Seller defaults hereunder,Purchaser shall have such remedies as Department or in written report from Purchaser's consultant, and Purchaser shall be entitled to at law or in equity, including, but not forwarded to the Seller and Seller's attorney. Prior to closing, Seller limited to,specific performance. shall remove all Hazardous Substances and any unacceptable materials identified in the report and said to exist on the Premises.The removal of 20. Purchaser's Lien. All money paid on account of this contract and all these items shall be completed to the satisfaction of the office of the the reasonable expenses of examination of title to the Premises and of Community Preservation Fund Department prior to closing. If Seller any survey and survey inspection charges,are hereby made liens on the elects not to undertake any clean up required by this paragraph, Premises, but such liens shall not continue after default by Purchaser purchaser may cancel this contract and neither party shall have any under this contract. further liability to the other,or Purchaser may proceed to Closing liability to the other,or Purchaser may proceed to Closing. 21. Notices. Any notice or other communication("Notice")shall be in writing and either (a) sent by either of the parties hereto or by their 26. Survey. Purchaser agrees, not later than seven (7) days after the respective attorneys who are hereby authorized to do so on their behalf adoption of an authorizing resolution,to order a survey of the premises or by the Escrowee,by registered or certified mail,postage prepaid,or; to be prepared by a surveyor licensed by the State of New York and to (b) delivered in person or by overnight courier, with receipt direct the surveyor to forward copies of the survey and survey reading, acknowledged,to the respective addresses given in this contract for the as well as all related notices, to the Seller's attorney and the title party,to whom the Notice is to be given,or to such other address as such company. Said survey shall be at the cost of the Purchaser. party shall hereafter designate by Notice given to the other party or parties and the Escrowee pursuant to this paragraph. Each Notice 27. IRS W-9 Form. Seller agrees to execute and deliver to Purchaser's mailed shall be deemed given on the third business day following the attorney an IRS Form W-9 at least twenty(20)days prior to closing of date of mailing the same, and each Notice delivered in person or by title so that the Town Comptroller's Office may obtain and disburse overnight courier shall be deemed given when delivered. necessary funds. Seller acknowledges that a delay in the delivery of the W-9 Form will result in the delay of the scheduled Closing date. 22. No Assignment. This contract may not be assigned by Purchaser without the prior written consent of Seller in each instance and any 28. Public Disclosure Statement. Seller shall,within ten(10)days of purported assignment(s)made without such consent shall.be void. the execution of this Contract, deliver the required verified public disclosure statement for filing with the Town Fiscal Officer. At the time 23. Broker. Seller and Purchaser each represents and warrants to the of Closing,the Seller shall submit a then applicable statement or a sworn other that it has not dealt with any broker in connection with this sale statement that there have been no changes in interest since the date of other than, XXXXXXXXX (agent: XXXXXX, ("Broker") and Seller this Contract. Any evidence of a conflict of interest or prohibited shall pay Broker any commission earned pursuant to a separate contractual relationship shall require approval of the Contract and sale agreement between Seller and Broker. Seller and Purchaser shall by the Supreme Court of the State of New York. indemnify and defend each other against any costs,claims and expenses, including reasonable attorneys' fees arising out of the breach on their 29. Delivery of Deed. The acceptance of a Deed by the Purchaser shall respective parts of any representation or agreement contained in this be deemed to be full performance in discharge of every agreement and paragraph. The provisions of this paragraph shall survive Closing or,if obligation on the part of the Seller to be performed pursuant to the Closing does not occur, the termination of this contract. Added provisions of this agreement, except those, if any, which are herein suggested changes by Seller's attorney. specifically stated to survive the Closing. 24. Environmental Representations. Seller represents that to the best 30. Acknowledgement of Charitable Contribution. The Purchaser of Seller's knowledge: (i) No Hazardous Substances (as hereinafter acknowledges that the Seller may take a charitable contribution of the defined)have been released,discharged,treated,stored or disposed of, difference between the fair market value of the Premises as may be or otherwise deposited in or on,or migrated to,the Premises, including established by the Seller's appraisal and the purchase price to be paid by without limitation of the generality of the foregoing,the surface waters the Purchaser pursuant to this Agreement. Accordingly,if requested by and subsurface waters of the Premises; (ii)There are no underground Seller,the Purchaser may execute Internal Revenue Service Form 8283 fuel tanks or septic systems on the Premises; (iii) There are no and any other documents required by the Internal Revenue Service in substances or conditions (including asbestos or asbestos-containing conjunction with Seller's claim for a charitable contribution, provided materials) in or on the Premises or any other parcels of and which may Seller's valuation is consistent with the Purchaser's appraised fair materially adversely affect the Premises or use thereof of which would market value. This acknowledgement does not represent and shall not be reasonably likely to support a claim or cause of action under any be construed as concurrence by the Purchaser of the claimed fair market existing federal, state or local environmental statute, regulation, value. ordinance or other environmental regulatory requirement(hereinafter collective called"Applicable Environmental Laws"),including,without 31. IRS§1031. The Purchaser hereby acknowledges that it may be the limitation,the Comprehensive Environmental Response,Compensation intent of the Seller to structure its sale as a tax deferred exchange under and Liability Act("CERCLA"),as amended 42 U.S.C. §§6901,et seq., IRC §1031. Seller covenants that this will not delay the close of the the Resource Conservation and Recovery Act("RCRA"),as amended42 subject transaction nor cause the Purchaser any additional expenses. U.S.C. §§6901, et seq., and 6 NYCRR Part 360 of New York State, The Seller's rights under the purchase and sale agreement may be which terms shall also include,whether or not included in the definitions assigned to a Qualified Intermediary for IRC §1031 Tax Deferred Exchanges. Buyer agrees to cooperate with the Seller and the Qualified (f) Seller and Purchaser shall comply with IRC reporting Intermediary to complete the exchange. requirements,if applicable. This subparagraph shall survive Closing. (g) Each party shall, at any time and from time to time, execute, 32. Utilities. Seller shall discontinue all utilities at the Premises and acknowledge where appropriate and deliver such further instruments provide"disconnect"letters prior to Closing,including PSEG,National and documents and take such other action as may be reasonably Grid and SCWA. requested by the other in order to carry out the intent and purpose of this contract. This subparagraph shall survive Closing. 33. Romw,^l of Existing improvements rafter Glosin, Pureh.se f (h) This contract is intended for the exclusive benefit of the parties shall be responsible for removing all improvements on the Premises. hereto and, except as otherwise expressly provided herein, shall not be This paragraph shall sun4ve ^,^sing. Seller shall provide Purehasers for the benefit of, and shall not create any rights in,or be enforceable with aiiT^prior sun'oy's, and information regarding the leeatie; of by,any other person or entity. existing saaitai3, systems, water sen,iees, wells and underground a above ground t:.o,storage tanks;n Seller's possession toner shall also 35. Counterparts: This contract may be executed in several provide r ure-h-aser;^ith no-flees"F om all Utility Companies counterparts, each of which shall be deemed an original, and all such ~ the promise. counterparts together shall constitute one and the same instrument. However,the Contract shall not be effective or enforceable against any 34. Miscellaneous. (a) All prior understandings, agreements, party hereto until all parties have completely and properly executed at representations and warranties, oral or written, between Seller and least one counterpart of the Contract. This Contract may be executed Purchaser are merged in this contract;it completely expresses their full by facsimile signatures, electronic (i.e. email) or portable document agreement and has been entered into after full investigation, neither format(".PDF")that shall be deemed originals with the originals to be party relying upon any statement made by anyone else that is not set provided within a reasonable time; facsimile signatures or PDF forth in this contract. signatures shall be treated as original signatures;and facsimile or PDF (b) Neither this contract nor any provision thereof may be waived, copies of this Contract shall be treated as original copies of this changed or canceled except in writing. This contract shall also apply to Contract. and bind the heirs, distributees, legal representatives, successors and permitted assigns of the respective parties. The parties hereby authorize 36. Taxes upon Transfer: Seller hereby acknowledges that the their respective attorneys to agree in writing to any changes in dates and Purchaser is an exempt municipal entity not subject to NYS transfer time periods provided for in this contract. taxes. Pursuant to NYS Tax Law Section 1404,the Seller shall have (c) Any singular word or term herein shall also be read as in the plural the duty to pay such tax obligation. and the neuter shall include the masculine and feminine gender,whether the sense of this contract may require it. (d) The captions in this contract are for convenience of reference only and in no way define, limit or describe the scope of this contract and shall not be considered in the interpretation of this contract or any [SIGNATURE PAGE FOLLOWS] provision hereof. (e) This contract shall not be binding or effective until duly executed and delivered by Seller and Purchaser. IN WITNESS WHEREOF,this contract has been duly executed by the parties hereto. Seller:QUAD ENTERPRISES CO.LLO Purchaser: TOWN OF SOUTHOLD By: By:SCOTT RUSSELL,TOWN SUPERVISOR Attorney for Seller: Attorney for Purchaser: Anthony C.Pasca,Esq. Paul M DeChance Esq. Esseks,Hefter,Angel,Di Talia&Pasca Town Attorney Address: 108 E.Main Street Address: 54375 State Route 25 PO Box 279 Southold,NY 11971 Riverhead,NY 11901 Town of Southold Tel:631-369-1700 Tel:631-765-1939 Contract of Sale PREMISES TITLE NO. Section 55 Block 5 Lots 17 QUAD ENTERPRISES CO. LLC County or Town Suffolk, Southold Street Number Address: 1645 Boisseau Avenue Southold,NY 11971 TO SOUTHOLD TOWN 1 May 17,2023 Lillian McCullough Land Preservation Executive Assistant Town of Southold PO Box 1179 Southold, NY 11971 Re: Quad Enterprises Co. LLC Property SCTM#1000-55:5-17 Southold Town Offer to Purchase Dear Ms. McCullough: Attached please find the counter-signed Town of Southold offer letter dated February 1,2023 for the above referenced property.As we discussed,our acceptance of the Town's fer,i o c1i edi,on fh:e ��_�._ . (Towri>ssigntng anr8 `r 14 owledgiTg as;a gift`the dill re_rree=betcnieenThe Town-offer=affi— :.fihe appraisal byTE n=Fishel`Tii-cio d~t �`,°IVIa he 5,;_202.3:.I&-0py oft e appraisal is attached for your reference. Please do not hesitate to cont t me should you require any additional information. Sincerely, nstantine E. Kontolista Member Quad Enterprises Co. LLC PO Box 67 Greenport, NY 11944 1 McGivney, Julie From: DeChance, Paul Sent: Thursday,July 20, 2023 2:43 PM To: McGivney,Julie Subject: FW: Quad Project Details Attachments: Appraisal of Property of Quad Enterprises Co., LLC - 1=9-23.pdf, 2023-05-17 Quad Enterprises Co LLC conditional acceptance.pdf From: DeChance, Paul Sent:Thursday,July 20,2623 8:07 AM To: McGivney,Julie<juliem@southoldtownny.gov> Subject: FW: Quad Project Details ce' ase, From: McCullough, Lillian<I!Ilianm@southoldtownny.gov> Sent: Friday,July 14,2023 10:20 AM To: DeChance, Paul<pauld@southoldtownny.gov> Subject: Quad Project Details Hi Paul, I'm attaching the appraisal and the signed offer letter for Quad. I've also provided some relevant language from our contracts on the 8283 issue below the line. Constantine has not yet shared his attorney's contact information, so I don't have that to share. I looked back at my notes from the meeting with Sarah and Greg, and they wanted to pitch a plan to the full Board at the next meeting before sending out the contract to Constantine to ensure everyone's on relatively-the same page about high-level ideas and funding. However, please feel free to confirm with them if you're concerned about that timeline. For what it's worth, I told Constantine we'd touch base sometime next week, and he is not expecting a contract before then. Let me know if I've forgotten anything, or if you need anything else! Cheers, Lilly 31. CH/�R+ITA +`►T�R+I�BUTINI�DJ�I.�Ti"k urchaser acknowledges that the Seller may take a charitable contribution of the difference between the fair market value of the Premises as may be established by the Seller's appraisal and the purchase price to be paid by the Purchaser pursuant to- this Agreement. Accordingly, if requested by the Seller, the Purchaser may execute Internal Revenue Service form 8283 and any other documents required by the Internal Revenue Service in conjunction with Seller's claim for a charitable contribution. This acknowledgement does not represent and shall not be construed as concurrence by the Purchaser of the claimed fair market value. 1 'OFFICE LOCATION: MELISSA A.SPIRO �� �'� ' Town Hall Annex LAND PRESERVATION COORDINATOR 54375 State Route 25 I melissa.spiro@toNm.southold.ny.us -4 (corner of Main Rd&Youngs Ave) CZ Southold,New York Telephone(631)765-5711 + 1 i >s MAILING ADDRESS: www.southoldtownny.govJ}� ,��4Jr P.O.Box 1174 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD i I ! I I February 1, 2023 VIA electronic mail: Constantine Kontokosta, cek@kacegroup.com IJ' Quad Enterprises Co. LLC P.O. Box 67 i Greenport, NY 11944 Re: Quad Enterprises Co. LLC Property SCTM#1000-55.-5-17 Location: 1645 Boisseau Ave., Southold i Dear Mr. Kontokosta: On behalf of the Town Board, I am pleased to outline the Town's offer for the purchase of fee title to your vacant property located at 1645 Boisseau Avenue, Southold. Thank you for offering this property to the Town for a potential acquisition. i Details of the offer are as follows: i The property is 31±acres. • The property is located within the Low-Density Residential R-80 zoning district. In addition, it is located within the Town designated Southold HALO zone. • The Town wishes to acquire the property. The offered price is$3,300,000 (three million three hundred thousand dollars) and is accordance with the Town's recently commissioned appraisal. c This offer is valid for thirty(30) days from the date of this letter. if this offer is acceptable to you, kindly return a copy of this letter to me by Friday, March 3, 2023, signed by the owner(s) of the property. This will allow me to work with the Town Attorney to prepare a contract and to start the acquisition process. For this purpose, please advise as to the name and contact information of the person you would like us to send the contract to. i i i Page 1 of 2 i When the signed contract is returned to me, I will schedule a'Town Board public hearing. All land acquisitions are subject to the approval of the Town Board by resolution adoption at which time the Supervisor will execute the contract. The Town of Southold will order and pay for a survey, an environmental site assessment, and a title report relating to the acquisition. Please feel free to call me with any questions that you may have. Sincerely, Melissa Spiro Land Preservation Coordinator I (We) accept the above offer made by the Town of Southold to purchase the property as described above. Applicant: Quad Enterprises Co. LLC By: Z/A/-, 'igniteire Print Name Page 2 of 2