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HomeMy WebLinkAboutL 12594 P 129COUNTY CLERK'S OFFICE STATE OF NEW YORK COUNTY OF SUFFOLK CC #: C09-28780 I, JUDITH A. PASCALE, Clerk of the County of Suffolk and the Court of Record thereof do hereby certify that I have compared the annexed with the original EASEMENT recorded in my office on 07122/2009 underLiber D000'12594 andPage 129 and, that the same is a true copy thereof, and of the whole of such original. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County and Court this 07122/2009 SUFFOLK COUNT]~ CLERK JUDITH A. PA~CALE SEAL J :.,;:. REAL ESTATE J S C. U~i:".-'' SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING P~E Type of Instrument: EASEmenT ~,m~er of Pages: 18 Receipt ~,-~er : 09-0082411 TP~NSFER TAX NUMBER: 08-26085 District: 1000 Deed Amount: Recorded: At: LIBER: PAGE: Section: Block: 125.00 01.00 EXAMINED AND CHARGED AS FOLLOWS $789,460.00 0?/22/2009 12:34:05 PM D00012594 129 Lot: 005.004 Received the Following Fees For Above Instrument Page/Filing $0.00 YES Handling CeE $0.00 YES NYS SRCHG TP-584 $0.00 YES Notation Cert. Copios $0.00 YES RPT Transfer tax $0.00 YES Comm. Pres Foes Paid T~ANSFER TAX NUMBER: 08-26085 THIS PA~E IS A PART OF THE INSTRUMENT THIS IS NOT A BILL $0.00 $0.00 $o.oo $0.00 $o.oo $0.00 Exen~t YES YES YES YES YES Judith A. Pascale County Clerk, Suffolk County Number of pages This document will be public record. Please remove all Social Security Numbers prior to recording:' Deed / Mortgage Instnunent 3 Page l Filing Fee Handling TP-584 Notation EA-52 17 (County) EA-5217 (State) R.P.T.S.A. Comm. of Ed. Affidavit Certified Copy NYS Surcharge Other -I 4 Dis' Rea /0 ~ Tax A~ Veri' ' 6 RECORDE[:~ 2009 Jul 22 12:34:05 PM Judith A. Pascale CLERK OF SUFFOLK COUNT? L 000012594 P 129 BT~ 08-26085 Deed/MortgageTaxStamp FEES Sub Total //5-- Sub Total ~-000 12500 0100 005004 Recording / Filing Stamps Mortgage Amt. 1. Basic Tax 2. Additional Tax Sub Total Spec./Assit. or Spec./Add. TOT. MTG. TAX Dual Town __ Dual County __ Held for Appointment Transfer Tax Mansion Tax The property covered by this mortgage is or will be improved by a one or two family dwelling only. YES or NO If NO, see appropriate tax clause on page # of this Jnstt~menV' / ~ Community Preservation Fund ! I Satisfactions/Discharges/Releases List Pmpen'y Owndrs Mailing Address RECORD & RETURN TO: Suffolk County Div. of Real Property Acquisition and Management H. Lee Dennison Bldg. - 2r~ Floor 100 Veterans Memorial Hwy. P.O. Box 6100 Hauppauge, NY 11788 Ar'oo : ?. Mail to: Judith A. Pascale, Suffolk County Clerk 310 Center Drive, Riverhead, NY 11901 www. suffolkcountyny, gov/clerk Considerat/on Amount $ 7~Z CPF Tax Due $ ~ Improved Vacant Land Title Company Information Suffolk Count Recordin & Endorsement Pa e Thispageformspartoftheattached ~.g.~ o f ~_~,O$'¢f l/'tt ltl'l~ ~$ElYl~t'l/ madeby: (SPECIFY TYPE OF INSTRUMENT) The premises herein is situated in SU~i~'OLK COUNTY, NEW YORK. TO In the TOWN of ~'0~/)~e/df 8 ttr~ ~i/ Of ,,,~I/~O /A" IntheVILLAGE or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. DEED OF CONSERVATION EASEMENT THIS DEED OF CONSERVATION EASEMENT is made Jane 30, 2009, between JACOBY FAMILY LIMITED PARTNERSHIP, A New York Corporation with offices at P.O. Box 1560, Mattituck, New York, 11952, (herein called "GRANTOR"), and Coanty of Suffolk, a municipal corporation, having its principal offices at County Center, Riverhead, New York, hereinafter described as "GRANTEE". INTRODUCTION WHEREAS, GRANTOR is the owner in fee simple of certain real property located in the Town of Southold, Suffolk County, New York, moro fully dascdbed in SCHEDULE A and shown on the Conservation Ensemcnt Map marked EXHIBIT A, both attached hereto, made part hereof, identified as SCTM# 1000-125.00-01.00-005.004, being 7.89 + acres, and hereinafter referred to as the "Premises;" and WHEREAS, GRANTOR wishes to grant a Conservation Easement (the "CONSERVATION EASEMENT") on the 7.89-~ acre parcel as shown on Schedule A so that the Premises shall remain in its natural, andeveloped, and scenic state and be available for open space purposes; and BEING and intended to be part of the same premises conveyed to the Sacoby Family Limited Partnership by Deed from Daniel Jecoby, dated August 7, 2003 and recorded in the office of the Suffolk Coanty Clerk on December 26, 2003 in Liber 12292, page 91; and WHEREAS, the Premises is currently open space known as the Laurel Lake Addition - Sacoby Family Limited Partnership; and WHEREAS, the Premises offers the public significant vistas of natural, scenic beauty from Laurel Lake and adjoining County open space holdings; and WHEREAS, the Premises in its present scenic, open space condition has substantial and significant value by reason of the fact that it has not been subject to any extensive development; and WHEREAS, GRANTOR and GRANTEE recognize the value and special cberacter of the region in which the Premises is located, and GRANTOR and GRANTEE hnve, in common, the purpose and objective of conserving, preserving and protecting its natural environmental assets, tangible and intangible values of the Premises as a natural and scenic resource including the premises as an important part of the Laurel Lake area; and WHEREAS, GRANTEE has determined it to be desirable and beneficial and has requested GRANTOR, for himself and his successors and assigns, to grant a Conservation Easement to GRANTEE in order to restrict the further development of the Premises. NOW THEREFORE: 0.01 GRANTOR'S Warranty GRANTOR warrants and represents to the GRANTEE that GRANTOR is the owner in fee simple of the Premises described in SCHEDULE A, and possesses the right to grant this conservation easement. 0.02 Purpose The parties recognize the environmental, natural, scenic, and/or open space values of the Premises and have the common purpose of preserving these values. This Deed of Conservation Easement is intended to convey a Conservation Easement on the Premises by GRANTOR to GRANTEE, exclusively for the purpose of preserving its open space character in perpetuity for its environmental, scenic, and natural values (including associated habitat, air and water quality) by preventing the use or development of the Premises for any purpose or in any manner contrary to the provisions hereof, in furtherance of Suffolk County conservation policies. 0.03 Documentation GRANTEE acknowledges by acceptance of this Conservation Easement that present use of the Premises is compatible with the purposes of the Conservation Easement. GRANTOR has made available to GRANTEE sufficient documentation to establish the condition of the Premises at the time of conveyance of this Conservation Easement. In order to aid in identifying and documenting the present condition of the Premises' natural, wildlife, watershed, and scenic resources and otherwise to aid in identifying and documenting the Premises' open space values as of the date hereof, to assist GRANTOR and GRANTEE with monitoring the uses and activities on the Premises and ensuring compliance with the terms hereof, GRANTEE has prepared, with the GRANTOR'S cooperation, an inventory of the Premises' relevant features and conditions (the "Baseline Documentation"). This Baseline Documentation includes, but need not be limited to, a Conservation Easement Map marked EXHIBIT "A", an aerial photograph, photographs of the Premises, a description and site plan of existing land uses, and an acknowledgment page signed by GRANTOR and GRANTEE which verifies that the Baseline Documentation report accurately represents the condition of the premises at the time of the grant of the Conservation Easement. Copies of the Baseline Documentation shall be retained safely by GRANTOR and GRANTEE. GRANTOR and GRANTEE acknowledge and agree that in the event a controversy arises with respect to the nature and extent of the GRANTOR'S uses of the Premises or its physical condition as of the date hereof, the parties shall not be foreclosed from utilizing any other relevant or material documents, surveys, reports, photographs, or other evidence to assist in the resolution of the controversy. 2 0.04 Recitation In consideration of the recited facts, mutual promises, undertakings, and forbearances contained in this Conservation Easement, the parties agree upon its provisions, intending to be bound by it and GRANTOR hereby voluntarily grants, releases and conveys this Conservation Easement to GRANTEE in perpetuity. ARTICLE ONE THE CONSERVATION EASEMENT 1.01 Type This instrument conveys a Conservation Easement. This Conservation Easement shall consist of the covenants, restrictions, rights, terms and conditions recited herein. Reference to the "Conservation Easement" or its "provisions" shall include any and all of those covenants, restrictions, rights, terms and conditions. 1.02 Duration This Conservation Easement shall be a burden upon and mn with the Premises in perpetuity. 1.03 Effect This Conservation Easement shall run with the Premises as an incorporeal interest in the Premises, and shall extend to and be binding upon GRANTOR, GRANTOR'S agents, tenants, occupants, heirs, personal representatives, successors and assigns, and all other individuals and entities. The word "GRANTOR" when used herein shall include all of those persons or entities. Any rights, obligations, and interests herein granted to GRANTEE shall also be deemed granted to each and every one of its subsequent agents, successors, and assigns, and the word "GRANTEE" when used herein shall include all of those persons or entities. Thc construction or placement of residential, commemial, industrial or other buildings, structures, or improvements of any kind of nature (including, but not limited to mobile homes), permanent or temporary, on, over, or under the Premises, is prohibited except for a fence and screening shrubbery defining the boundary of the Walking Trail in accordance with Paragraph 3.01 herein. GRANTOR agrees that no "stockade" type fence shall be erected on or at the Premises. 3 ARTICLE TWO CONVEYANCE GRANTOR, for good and valuable consideration of SEVEN HUNDRED EIGHTY NINE THOUSAND FOUR HUNDRED SIXTY and 00/100 DOLLARS ($789,460.00), subject to conditions as set forth in the contract, hereby grants, releases, and conveys to GRANTEE this Conservation Easement, in perpetuity, together with all fights to enforce it. GRANTEE hereby accepts this Conservation Easement in perpetuity, and undertakes to enforce it against GRANTOR. ARTICLE THREE PROHIBITED ACTS From and after the date of this Conservation Easement, the following acts, uses and practices are prohibited forever upon or within the Premises; except as otherwise specifically permitted by the provisions hereof. 3.01S~ctures The construction or placement of residential, commercial, industrial or other buildings, structures, or improvements of any kind of nature (including, but not limited to mobile homes), permanent or temporary, on, over, or under the Premises, is prohibited with the following exception: An unpaved walking trail (the "Walking Trail") construction of which may be permitted at the discretion of the GRANTOR, upon prior written notice to GRANTEE. In the event the GRANTOR chooses to permit the walking trail, it is permissible for the Town of Southold to construct and maintain at its sole cost and expense, an unpaved walking trail no greater than ten feet (10 ft.) in width around a portion of the eastern, southern and western perimeter of Lot 5.4, contiguous to the outer boundary as shown on the Conservation Easement Map marked Exhibit 'A'. Management of the Walking Trail will be pursuant to an intermunicipal Management Agreement (the "Agreement") between the County of Suffolk and the Town of Southold. Upon GRANTOR'S request, the Walking Trail may be defined by a fence, which may be screened with trees, shrubs or bushes provided that such fence and/or shrubbery are provided at no cost to the County of Suffolk. The fence shall not be a "stockade" type fence. 4 3.02 Excavation and Removal of Materials; Mining The excavating or filling oftbe Premises, except as may be necessary to construct and maintain permitted structures and improvements on the Premises, is prohibited. Mineral exploitation, and extraction by any method, surface or subsurface, is prohibited. The removal of topsoil, sand, or other materials shall not take place, nor shall the topography of the Premises be changed except to construct and maintain the permitted structures and improvements on the Premises and for purposes of erosion control and soil management, which removals and/or changes shall not be made without the prior written consent of GRANTEE. 3.03 Subdivision There shall be no further subdivision, division or partitioning of the Premises of which the conservation easement consists except for any subdivision, division or partitioning necessary to accommodate the Walking Trail as permitted herein. 3.04 Dumping The dumping or accumulation of unsightly or offensive materials including, but not limited to trash, garbage, sawdust, ashes or chemical waste on the Premises is prohibited. 3.05 Signs The display of signs, billboards, or advertisements is prohibited, except signs whose placement, number, and design do not significantly diminish the scenic character of the Premises and only for any of the following purposes: (a) to state the name and address of the Premises and the names and addresses of the occupants, (b) to temporarily advertise the Premises or any portion thereof for sale or rent, (c) to post the Premises to control unauthorized entry or use, or (d) to announce GRANTEE'S Conservation Easement. Signs shall not be more than six square feet in size, be non-illuminated and are subject to regulatory requirements of the Town. 3.06 Cutting of Timber The cutting or harvesting of trees on the Premises is prohibited, except to trim dead branches and/or trees and remove hazards to persons or property including the removal of invasive species and noxious plant material and vines. In those events, such removal or trimming is to be done by hand or by organic methods. 3.07 Soil and Water Any use or activity that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters is prohibited. 3.08 Wetlands and/or Stream Buffer No disturbance of the wetlands and/or stream buffer is allowed, including but not limited to, the draining, filling, dredging, or diking of the wetland areas including any enlargements thereof, or the cultivation or other disturbance of the soil of the wetlands is prohibited. 3.09 Ponds and Water Courses The alteration of any ponds and water courses located on the Premises or the creation of new water impoundments or water courses is prohibited. 3.10 Landscaping Activities The removal of trees, shrubs, or other vegetation is prohibited except in accordance with the provisions of paragraph 3.06 herein, and as follows: To create the Walking Trail in the location as indicated on the survey included herein with Exhibit "A". Outside of the Meadow and Walking Trail easement areas, the property is to be left in its natural state, subject to best forest management practices as determined by GRANTEE and/or its Managing Agem. The area designated as the Meadow may be mowed twice each year between the dates of November Ist and April Ist, in order to avoid nesting periods and to facilitate the growth of native grasses. The use of pesticides, herbicides and chemical fertilizers in the area of the Conservation Easement is prohibited. 3.11 Utilities The creation or placement of overhead utility transmission lines, utility poles, cell phone towers, antennas, wires, pipes, wells or drainage and septic systems on the Conservation Easement is prohibited. 3.12 Uses Commercial and/or active recreational uses are prohibited with the exception of the Walking Trail as defined in Paragraph 3.01 herein. Use of any of the area of the Conservation Easement for a trail is prohibited without the prior written consent of GRANTEE. Non- obtrusive recreational uses by GRANTOR that do not disturb the soil or alter the soil or topography of the area covered by the conservation easement are permitted. No vegetation may be disturbed, and no motorized vehicles (except for those necessary in order to mow the Meadow area) may be used in the area of the conservation easement and/or the Walking Trail. 3.13 Drainage The use of the Premises for a leaching or sewage disposal field is prohibited. The use of the Premises for a drainage basin or sump is prohibited 3.14 Development Rights The use of the acreage of the area of conservation easement/premises for purposes of calculating lot yield or development density on any other Property is prohibited. GRANTOR hereby grants to GRANTEE all existing development rights (and any further development rights that may be created through a rezoning oftbe Premises) on the Premises. The parties agree that such rights, except those required to cany out the permitted uses of and activities on the premises, are hereby terminated and extinguished and may not be used or transferred to any other parcels. ARTICLE FOUR GRANTOR'S RIGHTS 4.01 Ownership GRANTOR shall retain all other customary rights of ownership in the Premises, some of which are more particularly described in this ARTICLE FOUR. 4.02 Possession GRANTOR shall continue to have the right to exclusive possession of the Premises. 4.03 Use A. GRANTOR shall have the right to use the Premises in any manner and for any purpose consistent with and not prohibited by this Conservation Easement as well as applicable local, New York, State, or federal law. B. Allowable Non-Residential Improvements in Conservation Easement Area GRANTOR shall have the right to permit at its discretion, the following improvement in the Conservation Easement Area/Premises, which is consistent with the uses permitted in this Deed of Conservation Easement: erection and/or maintenance of a non-stockade type fence, trees, shrubs and bushes in order to delineate the Walking Trail as defined in Paragraph 3.01 herein. 4.04 Notice GRANTOR shall notify GRANTEE, in writing, prior to granting permission for construction of the Walking Trail, or any other change and/or improvement to the area of the Conservation Easement, and before taking any action or before exercising any reserved right with respect to the Conservation Easement, which could adversely affect the environmental, scenic, and natural habitat values which are the subject of this Conservation Easement. The notice shall describe the nature, scope, location, timetable and any other material aspect of the proposed improvement or activity in sufficient detail to permit GRANTEE to evaluate the proposal. 7 Such approval, disapproval or comments of GRANTEE shall be given to GRANTOR within 45 days after all necessary documentation and information is submitted to GRANTEE. If, after 45 days, GRANTOR has not received any response from GRANTEE to such submission GRANTOR must again notify GRANTEE in writing of GRANTOR'S intent to proceed, specifically listing the work or action to be performed. If GRANTEE fails to respond to such second notice with 10 days thereafter, then GRANTEE shall be deemed to have approved GRANTOR'S proposed action or request. Whenever an action by GRANTOR requires the approval of GRANTEE, it is understood GRANTOR must also obtain any required governmental approvals for the action. 4.05 Alienability GRANTOR shall have the fight to convey, mortgage or lease all of its remaining interest in the Premises but only subject to and expressly subordinated to this Conservation Easement. GRANTOR shall promptly notify GRANTEE of any conveyance of any interest in the Premises, including the full name and mailing address of any transferee, and the individual principals thereof, under any such conveyance. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to and subordinated to this Conservation Easement, without modification or amendment of the terms of this Conservation Easement, and shall incorporate this Conservation Easement by reference, specifically setting forth the date, office, liber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not be deemed to affect GRANTEE'S rights hereunder or the validity of this Conservation Easement. ARTICLE FIVE GRANTOR'S OBLIGATIONS 5.01 Taxes Assessments GRANTOR shall continue to pay any and all taxes, levies, and assessments and any and all other governmental and/or municipal charges whatsoever, which may become a lien on the real property which is the subject of this conservation easement, including any taxes or levies imposed to make payments, ff GRANTOR falls to make such payments, GRANTEE is authorized to make such payments (but shall have no obligation to do so) upon ten days prior written notice to GRANTOR, according to any bill, statement or estimate procured from the appropriate public office without inquiry into the accuracy thereof. That payment, if made by GRANTEE, shall become a lien on the real property of the same priority as the item if not paid would have become, and shall bear interest until paid by GRANTOR at two percentage points over the prime rate of interest from time to time charged by Citibank, N.A., or its corporate successor. 8 5.02 Indemnification GRANTOR shall indemnify and hold GRANTEE harmless for any liability, costs, reasonable attorneys' fees judgments or expenses whatsoever to GRANTEE or any of its officers, employees, agents or independent contractors arising from the physical maintenance or condition of the Premises or from any taxes, levies or assessments upon it or resulting from this Conservation Easement, all of which are considered GRANTOR'S obligations. 5.03 Third Party Claims GRANTOR shall indemnify and hold GRANTEE harmless for any liability, costs, reasonable attorneys' fees, judgments, or expenses whatsoever to GRANTEE or any of its officers, employees, agents or independent contractors resulting: (a) from injury to persons or damages to property arising from any activity on the Premises, except those due solely to the acts of the GRANTEE, its officers, employees, agents, or independent contractors; and (b) from actions or claims of any nature by third parties arising out of the entering into, or exercise of rights under this Conservation Easement, excepting any of those matters arising solely from the acts of GRANTEE, its officers, employees, agents or independent contractors. 5.04 Grantor's Covenants GRANTOR covenants that the party of the GRANTOR has not done or suffered anything whereby the said premises have been encumbered in any way whatsoever, except as aforesaid. ARTICLE SIX GRANTEE'S RIGHTS 6.01 Entry and Inspection GRANTEE shall have the right to enter upon the premises at reasonable times, upon notice to GRANTOR, and in a manner that will not interfere with GRANTOR'S quiet use and enjoyment of the Premises, for the purpose of inspection to determine whether this Conservation Easement and its purposes and provisions are being upheld. GRANTEE shall not have the right to enter upon the Premises for any other purpose, except as provided in Section 6.03 herein nor to permit access upon the Premises by the public except in accordance with Sections 3.01, 3.06, 3.12, and 4.03 herein. 6.02 Restoration GRANTEE shall have the right to require the GRANTOR to restore the Premises to the condition required by this Conservation Easement and to enforce this right by any action or proceeding that GRANTEE may reasonably deem necessary. However, GRANTOR shall not be liable for any changes to the Premises resulting from muses beyond the GRANTOR'S control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action 9 taken by the GRANTOR under emergency conditions-to prevent, abate, or mitigate significant injury to persons or to the Premises resulting from such causes. 6.03 Enforcement Rights of Grantee GRANTOR acknowledges and agrees that GRANTEE'S remedies at law for any violation of this Conservation Easement are inadequate. Therefore, in addition to, and not in limitation of, any other fights of GRANTEE hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on GRANTOR'S part to be observed or performed pursuant to this Conservation Easement is not cured by GRANTOR within fifteen (15) days notice thereof by GRANTEE (which notice requirement is expressly waived by GRANTOR with respect to any such breach, default of violation which, in GRANTEE'S reasonable judgment, requires immediate action to preserve and protect any of the open space values or otherwise to further the purposes of this Conservation Easement), GRANTEE shall have the right at GRANTOR'S sole cost an expense and at GRANTEE'S election, (i) To institute a suit to enjoin or cure such breach default or violation by temporary and/or permanent injunction, (ii) To enter upon the Premises and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Premises affected by such breach, default or violation to the condition that existed prior thereto, or (iii) To seek or enforce such other legal and/or equitable relief or remedies as GRANTEE deems necessary or desirable to ensure compliance with the terms, conditions, covenants, obligations and purposes of this Conservation Easement; provided, however, that any failure, delay or election to so act by GRANTEE shall not be deemed to be a waiver or a forfeiture of any right or available remedy on GRANTEE'S part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Conservation Easement. GRANTOR shall pay either directly or by reimbursement to GRANTEE, all reasonable attorneys' fees, court costs and other expenses incurred by GRANTEE in connection with any proceedings under this Section. 6.05 No Waiver GRANTEE'S exercise of any one remedy or relief under this ARTICLE SIX shall not have the effect of waiving or limiting any other remedy or relief thereunder, and the failure to exercise or delay in exercising any remedy shall not have the effect of waiving or limiting the use of any other remedy or relief or the use of such other remedy or relief at any other time. 10 6.06 Extinguishment If all or any part of the Premises is taken under the power of eminent domain by public, corporate, or other authority, or otherwise acquired by such authority through a purchase in lieu of a taking, so as to abrogate the restrictions imposed by this Conservation Easement or otherwise effectively to frustrate the purposes hereof, GRANTOR and GRANTEE shall join in appropriate proceedings at the time of such taking to recover the full value of their respective interests in the premises subject to the taking and all incidental or direct damages resulting from the taking. All expenses reasonably incurred by the parties to this Conservation Easement in connection with such taking shall be paid out of the recovered proceeds. GRANTEE shall be entitled to its respective proportional share of the remaining recovered proceeds. GRANTEE shall use such proceeds actually recovered by it in a manner consistent with the purposes of this Conservation Easement. 6.07 Alienability Notwithstanding anything to the contrary, this Conservation Easement may not be alienated by the GRANTEE except by Charter Law subject to mandatory referendum. 6.08 Right of First Refusal In the event that GRANTOR decides to sell all or a portion of the Premises, GRANTOR agrees that GRANTEE has the Right of First Refusal with regard to purchasing the underlying fee of the Premises. GRANTOR shall give written notice to the County Attorney, the Director of the Division of Real Property Management and the Commissioner of Parks, Recreation and Conservation at the addresses listed in paragraph 7.03 herein by Certified Mail in a postpaid envelope, or by Nationally Recognized Courier Service, return receipt requested. GRANTEE shall have thirty (30) days from receipt of such written notice to match the purchase price offered by the third party purchaser. In the event that GRANTEE enters into a contract to purchase the underlying fee of the Premises, the purchase price will be paid in full at close of title. Sale or transfer within the family, specifically, to a direct descendant of the partner(s) or to another family member partner shall not trigger the County's Right of First Refusal. In the event of sale or transfer within the family, GRANTOR will notify GRANTEE in writing thirty (30) days prior to such sale or transfer in accordance with the requirements listed above. 11 ARTICLE SEVEN MISCELLANEOUS 7.01 Entire Understanding This Conservation Easement and the Contract between the parties dated April 7, 2009, and recorded in the Office of the Suffolk County Clerk in Liber and Page contain the entire understanding between its parties concerning its subject matter. Any prior agreement between the parties concerning its subject matter shall be merged into this Conservation Easement and Contract and superseded by it. 7.02 Severability Any provision of this Conservation Easement restricting GRANTOR'S activities, which is determined to be invalid or unenforceable by a court of competent jurisdiction, shall not be invalidated. Instead, that provision shall be reduced or limited to whatever extent that court determines will make it enforceable by a court of competent jurisdiction shall be severed from the other provisions, which shall remain enforceable and effective. 7.03 Notice All notices required by this Conservation Easement must be written. Notices shall be delivered by hand, express, or certified mail, with sufficient prepaid postage affixed, return receipt requested, or by Nationally Recognized Courier Service, with return receipts requested. Mailed or expressed notices to GRANTEE shall be addressed to the County Attorney, to the Director of the Division of Real Property Management and to the Commissioner of Parks Recreation and Conservation at GRANTEE'S addresses as recited herein, or to such other address as GRANTEE may designate by notice in accordance with this Section 7.03. Mailed or expressed notices to GRANTOR shall be sent to GRANTOR'S address as recited herein, or to such other address as GRANTOR may designate in writing. For the COUNTY, the DEPARTMENT OF ENVIRONMENT AND ENERGY, DIVISION OF REAL PROPERTY MANAGEMENT, and the DEPARTMENT OF PARKS, RECREATION and CONSERVATION: By Registered or Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service, return receipt requested Division of Real Property Acquisition & Management H. Lee Dennison Building 100 Veterans Memorial Highway P.O. Box 6100 Hauppauge, New York 11788 Attention: Pamela Greene, Director and 12 Suffolk County Department of Law H. Lee Dennison Building 100 Veterans Memorial Highway P.O. Box 6100 Hauppauge, New York 11788 Attention: Christine Malafi, County Attorney and Suffolk County Depmhnent of Parks, Recreation and Conservation P.O. Box 144 Montauk Highway West Sayville, NY 11796 Attention: John W. Pavaeic, Commissioner For GRANTOR: Jacoby Family Limited Partnership P.O. Box 1560 Mattituck, N.Y. 11952 7.04 Governing Law New York Law applicable to deeds and conservation easements pertaining to land located within New York shall govern this Conservation Easement in all respects, including the grant, validity, construction, interpretation, breach, violation and performance, except as provided in Section 7.05 hereof. 7.05 Interpretation Regardless of any contrary rule of construction, no provision of this Conservation Easement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Conservation Easement shall be construed against the party whose attorney drafted it. If any provision of this Conservation Easement is ambiguous or shall be subject to two or more interpretations, one of which would render that provision invalid, then that provision shall be given such interpretation as would render it valid and be consistent with the purposes of this Conservation Easement. Any role of sU'ict construction designed to limit the breadth of the restxictions on use of the Premises shall not apply in the construction or interpretation of this Conservation Easement and this Conservation Easement shall be interpreted broadly to effect the purposes of this Conservation Easement as intended by the parties. The parties intend that this Conservation Easement, which is by nature and character primarily negative in that GRANTOR has restricted and limited his right to use the Premises, except as otherwise recited herein, be constructed at all times and by all parties to effectuate its purposes. 13 7.06 Public Access Nothing contained in this Conservation Easemem grants, nor shall be interpreted to grant to the public, any right to enter upon the Premises except for access to and the use of the Walking Trail in the event that GRANTORS permit such trail. 7.07 Warranties The warranties and representations made by the parties in this Deed of Conservation Easement shall survive its execution and delivery. 7.08 Recording GRANTEE shall record this Deed of Conservation Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York 7.09 Headings The headings, title and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. 14 IN WITNESS WHEREOF, the GRANTOR has duly executed this Deed of Conservation Easement the day and year first above written. JACOBY FAMILY LIMITED PARTNERSHIP WINIFRED BREINES General Parmer STATE OF NEW YORK COUNTY OF SUFFOLK ) ) SS.: ) On the 30t~ day of June, 2009, before me, the undersigned, personally appeared Winifred Breines, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrulnent and acknowledged to me that she executed the same in her capacity, and that the person upon behalf of which the Signal ~er signature on the instrumeg}, the ~~~cted, executed the ins . ~re and Office of Individual individual, or Taking Acknowledgment 15 Schedule A Description R®vi~l: Page I Number 7843C ALL that cedain piece or parcel of land situate, lying and being at Mattituck, Town of Southold, County of Suffolk and The State of New York, also known as Lot 3 as shown on a certain map entitled "Clustered Conservation Subdivision for the Property of the Jacoby Family Limited Partnership" filed in the Office of the Clerk of Suffolk County on April 28, 2009 as File No. 11700 more particularly bounded and described as follows: BEGINNING at e point on the Northeast corner of land heroin described the following four (4) courses and distances from the intersection of the Easterly side of Beq;en Avenue and the Northerly side of Sound Avenue: (1) Southerly along the prolongation of the Easterly side of Bergen Avunue, 72 feet more or less to a point along the Northerly side of Sound Avenue; (2) Easterly along the Southerly side of Sound Avenue, 1,780 feat mom or less to a point at the intemec~ion of the Southerly line of Sound Avenue and the Easterly side of a certain 16 foot Right of Way known as "Kirkup Lane; (3) Southerly along the Easterly side of above said Right of Way, 3,166.18 feet to a point along the Northerly line of Lot No. I on a certain map entitled "Clustered Conservation Subdivision for the Property of the Jacoby Family Umited Partnership" filed in the Office of the Clerk of Suffolk County on April 28,2009 as File No. 11700; (4) Westerly along the Northerly line of Lot No. I as shown on above said map, 196.60 feet to the point or place of BEGINNING: RUNNING THENCE South 55 degrees 42 minutes18 seconds East along the VVesterly line of Lot I as shown on above said map, 249.01 feet to a point along the Northerly line of Lot 2 as shown on above said map; RUNNING THENCE along the Northerly, Westerly and Southerly lines of Lot No. 2 as shown on above said map the following seven (7) courses and distances: (1) South 83 degrees 10 minutes 03 seconds West 75.24 feet to a point; (2) South 70 degrees 08 minutes 14 seconds West 58.57 feet to a point; (3) South 18 degrees 43 minutes 04 seconds East, 69.24 feet to a point; (4) South 86 degrees 37 minutes 54 seconds East, 269.72 feet to a point', (5) North 42 degrees 53 minutes 18 seconds East, 171.87 feet to a point; (6) North 47 degrees 06 minutes 42 seconds West, 61.61 feet to a point; (7) North 31 degrees 57 minutes 06 seconds East 133.35 feet to a point along the Westerly shore line of Laurel Lake; RUNNING THENCE South 65 degrees 23 minutes 56 seconds East along 8 tie line along the Westerly shoreline of Laurel Lake, 62.37 feet to a point on the Continued On Next Page Schedule A Description- continued Revised: 0~t0/2009 Page 2 T~tle Number 7~43C intersection of the Westerly shoreline of Laurel Lake and the Northerly line of land now or formerly of the Town of Southeld; RINNING THENCE along the Northerly line of land now or formerly of the Town of Southold the following five (5) courses and distances; (1) South 20 degrees 17 minutes 30 seconds West through a concrete monument 273.21 feet to a concrete monument; (2) South 35 degrees 57 minutes O0 seconds West 89.30 feet to a concrete monument; (3) South 42 degrees 24 minutes 40 seconds West 133.40 feet to a concrete monument; (4) South 47 degrees 51 minutes 15 seconds West 219.90 feet to a concrete monument; (5) South 46 degrees 40 minutes 10 seconds West 355.00 feet to a concrete monument along the Eastedy line of land now or formerly of the County of Suffolk; RUNNING THENCE along the Easterly line of land now or formerly of the County of Suffolk the following two (2) courses and distances: (1) North 20 degrees 54 minutes 25 seconds West 665.60 feet to a point; (2) North 20 degrees 59 minutes 30 seconds West100.18 feet to a concrete monument st the Southwest comer of land now or formerly of the County of Suffolk; RUNNING THENCE North 74 degrees 55 minutes 10 seconds East along the Southerly line of land now or formerly of the County of Suffolk and David S. Horten and Hermine Horton through a conc,=;~ Suffolk County monument, 378.34 feet to the point or place of BEGINNING.