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HomeMy WebLinkAboutL 12733 P 716 11111111 IIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII Ilia IIII 1111111 IIIII IIIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 06/19/2013 Number of Pages: 23 At: 02:28:43 PM Receipt Number 13-0074414 TRANSFER TAX NUI~IDER: 12-25731 LIBER: D00012733 PAGE: 716 District: Section: Block: Lot: 1000 059.00 10.00 002.000 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $0.00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $115.00 NO Handling $20.00 NO COE $5.00 NO NYS SRCHG $15.00 NO TP-584 $5.00 NO Notation $0.00 NO Cert.Copies $0.00 NO RPT $60.00 NO Transfer tax $0.00 NO Comm.Pres $0.00 NO Fees Paid $220.00 TRANSFER TAX NUMBER: 12-25731 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALS County Clerk, Suffolk County Nun+bei of pages RECrJI?C~EL~ 2ply J!rn 1`3 t]~:28:4~ Pt9 JUE~ITFi P. PH~CaLE 1'Iris docunienc will be I~ublic CLEFT#: oP I~. ,~i , recprcl. Please remove all SUfFi]L#; Ci«~1NT4' Social Security IJuriibers ~ L cEor~c,I::7'3 P ~ 1~~ I)r101' to I'2C01'illl1y. GT# 1~ '%5731 Deed /Mortgage Inslnnnent Deed / Mo, tgage Tax `;tamp Recoidiny / Piling Stamps 3 r-E~s ~ 1 cC ~ _1 Mortgage Aij ,t. Page / Fiiir~g Pee ! LJ U I. BasicTax I-landlirr 2U. UO 9 ~ 2. Additional Tax 1 P-584 ~ Sub Total Spec./Assit. • Notation _ or EA=52 17 (County) ~ Sub'Ibtal I ~ Spec. /Add. 1UT. N1TG. TAX EA-52! 7 (state) I ~G i cGIDUI Dual 1-own bual County _ R.P:I.S.A. U ~ ~ ~L~, Fleld for Appointment „ ~ r: Cornnr. of Ed. S. UU ~ i rans(er Ta;•~ ~ t IVIa11510n "I~aX Affidavit axe ~(lD The property covered by this nioityage Certified Copy or will Ue improved by a one or U 15. UU ~ family dwelling ei+ly. NYS Su,eharge Sub lbtal YES or NO Oll+er _ ~ Grand Iblal 0'~ If iJO, see appropriate lax clause or, page tr of this insu un+ent. d Uist. ~(ymC 13015987 1000 05900 11000 002000 5 Canmunity Preservation Fund Real Properly p T S I~"Il f I~"~III1~~11~`I~~}~~"I~~~~~~~ ~ Cor~sicleration ArrrouriL $ C' I ax 5ervrce R POL `l"l,~"'~` Illll`u u" " I III` ~ Agency t7~lUN-1 CPF 7•ax Due $ VeriFication ~ Imp+oved Satisfactions/Discharges/Releases List Property Owne,s lvta#Iing Address RLCt7kt.1) & ItL"1'URN'f0: Vacaul Land 1D Paramount Land, Ills. • 5$~ Main Street 1.~ lslih, NY 'I1751 r© Mail lo: Judith Pascale, Sul(olk Covltly Clerlc 'I '1'iHe Culu~tall}' L?fuhRrttioll 3'10 Center Drive, Riverlteati, 1~Y 1 190'1 Co Name P~ Tn www.sufkolkcounlyny.gov/clerk Title r} C18= - 7~~' ~ ~uffull~ Cu~u~i~y Itecurdi~~~~ L>I>tdor~~>tx~errt 1'a~e This page kwrns part of the attached ~~tet r-)~ ~c+7SCt~~., ~asewtTn 1 ~r~~ by. /(SPEOFY f'fPE UP IIJS'I RUNIENT) _ s~ a~u ' d+-c ~ 11-x" ~oL the pieu,ises herein is situated iir SUPPOLIC COUNE'Y, NFW 1'OR1C. Tp In that-OWN of yyGor o/'~ ~ecl In ll,e VILLAGE r_ r or i I/1MLE1" of ~7 (n o 13UXLS G 1 rIRU R MUD 1' BF l'fPf_D OR I'RIPI f~D IN 13lLAC1C IIJIC ONL'i PRIOR 10 RPCOIiDiIJG OR f-ILIIJG. _ (o~ DEED OF CONSERVATION EASEMENT THIS DEED OF CONSERVATION EASEMENT {hereinafter referred to as this "Deed" or "Easement" or "Conservation Easement"), is made the 3rd day of June, 2013 ("Effective Date"), at Southampton, New York. The parties are HOME RESCUE SOLUTIONS, LIMITED, a New York corporation, having an address of 51 East Bethpage Road, Plainview, New York 11803 (herein called "Grantor"), and the PECONIC LAND TRUST, INCORPORATED, anot-for-profit New York Corporation, having a principal office at 296 Hampton Road, P.O. Box 1776, Southampton, New York 11969 (herein called "Grantee"'). INTRODUCTION WHEREAS, Grantor is the sole owner, in fee simple, of approximately 7.8 acres of certain real property located in the Town of Southold, Suffolk County, New York, more fully described in SCHEDULE A and shown on the Conservation Easement Map marked EXHIBIT A, both attached hereto and incorporated herein by this reference, and further described as part of SCTM# 1000-59-10-02 (hereinafter referred to as the "Property"); and has agreed to impose this Conservation Easement on the Property; and WHEREAS, the Property is free of any mortgages or Iiens and Grantor possesses the right to grant this Easement. WHEREAS, the Property is subject to that certain Deed of Development Rights in favor of the Town of Southhold, executed on December 21, 2000, and recorded on December 28, 2000, at Liber D00012093 and Page 057 ("Original DDR"), which was entered into for the purpose of limiting the use and development of the Property "exclusively for open space or agricultural production." This Easement is not intended to supersede, supplant, or otherwise limit the terms of the Original DDR, but rather is intended to impose additional complementary restrictions to further protect the Property's Conservation Values (as defined below}. WHEREAS, Grantee is a publicly supported nonprofit charitable organization under Section 501(c)(3) of the Internal Revenue Code of 198b, as amended (the "Code"), and the regulations promulgated thereunder, and incorporated under the Not-For-Profit Corporation Law of New York State for the purpose of conserving and preserving the unique environmental, agricultural, scenic and open-space values of lands located in New York State, and is therefore a "qualified organization" within the meaning of Section 170(h}(3) of the Code; and 1 WHEREAS, Grantor and Grantee recognize the value and special character of the region in which the Property is located, and Grantor and Grantee have, in common, the purpose and objective of protecting and conserving the present condition of the Property and its inherent, tangible and intangible values as an undeveloped, agricultural, scenic and open-space resource, and, in particular, the viewshed across the Property from County Road 48, the Long Island Railroad, and other public thoroughfares (collectively, the "Conservation Values"); and WHEREAS, Grantor has determined that the conveyance of this Easement will be desirable and beneficial and has requested Grantee, for itself and its successors and assigns, to accept this grant of a Conservation Easement in order to restrict further development of the Property while permitting uses compatible with the protection of the Property's Conservation Values. . NOW, THEREFORE, in consideration of the recited facts, mutual promises, undertakings, and forbearances contained in this Easement and other valuable consideration, but as a donation nonetheless, and pursuant to the laws of the State of New York and in particular Title 3 of the New York Environmental Conservation Law, Grantor hereby voluntarily conveys in perpetuity to Grantee, and Grantee hereby accepts, this Conservation Easement, the parties intending to be bound by its terms: 0.01 Purposes The parties recognize the Conservation Values of the Property and have the common purpose of preserving and protectirg these Conservation Values in perpetuity. This Conservation Easement is granted by Grantor to Grantee for the purpose of protecting the scenic integrity and rural chazacter of the Property as enjoyed by the public from County Road 48, the Long Island Railroad, and other public thoroughfares and otherwise preserving the Conservation Values of the Property in perpetuity (collectively, the "Conservation Purpose") by preventing any use or development of the Property for any purpose or in any manner contrary to the intent and provisions hereof, including the Conservation Purpose. Except for any activity or use that is expressly permitted by the terms of this Easement, any activity or use that is inconsistent with the Conservation Purpose is prohibited on the Property. 0.02 Grantee's Warran Grantee warrants and represents that it possesses the resources and commitment to enforce the terms of this Easement on the Property, and that the Property satisfies the criteria adopted by Grantee relating to the quality and characteristics of open land whose conservation 2 values should be protected and maintained, as determined by Grantee's Board of Directors at a duly constituted meeting of that Board on August 20, 2012. 0.03 Documentation Grantor has made available to Grantee sufficient documentation to establish the condition of the Property as of the Effective Date of this Easement. In order to aid in identifying and documenting the condition of the Property's natural, wildlife, watershed, scenic, agricultural, and aesthetic resources and otherwise to aid in identifying and documenting the Property's Conservation Values as of the Effective Date, to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee has prepared, with Grantor's cooperation, an inventory of the Property's relevant features and conditions (the "Baseline Documentation") as of the Effective Date. This Baseline Documentation includes a Conservation Easement Map marked EXHIBIT A attached hereto, an aerial photograph, photographs of the Property, a topographical map, a description and site plan of land uses, features, and structures and an acknowledgment page signed by Grantor and Grantee which verifies that the Baseline Documentation report accurately represents the condition of the Property as of the Effective Date of this 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 Property or its physical condition as of the Effective Date hereof, the parties shall not be precluded from utilizing any other relevant or material document, survey, report, photograph, or other evidence to assist in the resolution of the controversy. ARTICLE ONE THE EASEMENT 1.01 Tvne This inskrument conveys a conservation easement in gross under the provisions of Article 49, Tide 3 of the Environmental Conservation Law of the State of New York. This Conservation Easement shall consist of the covenants, restrictions, rights, terms, and conditions recited herein. Reference to this "Easement," "Conservation Easement" or its "provisions" shall include any and all of those covenants, restrictions, rights, terms and conditions. L02 Duration This Easement shall be a burden upon and run with the Property in perpetuity. 3 1.03 Effect This Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor, Grantox's agents, tenants, occupants, heirs, personal representatives, successors and assigns. 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 permitted agents, successors, and assigns, and the word "Grantee" when used herein shall include all of those persons or entities. ARTICLE TWO Prohibited Uses and Activities Grantor's use and development of the Property shall be consistent with the Conservation Purpose and compatible with the preservation of the Property's Conservation Values. Without limiting the generality of the foregoing, the fallowing uses and practices, though not an exhaustive recital of inconsistent uses and practices, are inconsistent with the Conservation Purposes of this Easement and, unless otherwise explicitly provided herein, are prohibited anywhere on the Property. 2.01 Buildings-and Structures Except as provided in Section 3.01{B) below, the constnzction or placement of any residential, commercial, industrial, agricultural, or other building, structure, or irnpravernent of any kind or nature (including but not limited to one or more mobile homes}, whether permanent or temporary, on, over, or under the Property, or appurtenant thereto, is prohibited. 2.02 Excavation and Removal of Materials: Minine Except as provided in Article Three of this Easement, the excavation or filling of the Property is prohibited without the prior written approval of Grantee. Mineral exploitation and extraction of any mineral (including but not limited to soil, gravel, sand and hydrocarbons) by any method, surface or subsurface, is prohibited. Grantor shall not remove or fill topsoil, sand, or any other materials shall not take place, nor shall the topography of the Property be changed except in connection with the construction and maintenance of any structure or improvement expressly permitted to be placed, or constructed on the Property, under tl?e terms of Article Three below. Grantor may remove topsoil, sand or other materials for purposes of erosion control, soil management, and natural habitat restoration efforts, and only with prior written notice to Grantee. 4 2.03 Subdivision . For purposes of this Conservation Easement, the Property is considered and shall remain one (1) parcel in unified ownership. Grantor shall not subdivide, de facto subdivide, partition or seek the partition, or otherwise divide the Property into separately conveyable parcels without the prior written approval of Grantee. 2.04 Dumping The dumping ar accumulation of unsightly or offensive materials, including but not limited to trash, garbage, sawdust, ashes or chemical waste, on the Property is prohibited. 2.05 Si tgts The display of any sign, billboard, or advertisement is prohibited, except as expressly permitted in Section 3.02 below. 2.06 Landscaping The removal of any tree, shrub, or other vegetation from the Property is prohibited, except as expressly pemutted in Section 3.03 below. 2.07 Soil and Water Any use or activity that is not otherwise expressly or conditionally permitted under this Easement which causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters is prohibited. 2.08 Ponds and Watercourses The alteration of any or watercourse located on the Property or the creation of any new water impoundment or watercourse is prohibited without Grantee's prior written approval and proper approval from the appropriate town, county, and state regulatory authorities. 2.09 Screening Except as provided in Article Three of this Easement, the placement of any landscape screening, hedgerow, or any other type of screening along or near County Road 48, the Long Island Railroad track, and other public thoroughfares and/oz which impairs the scenic viewshed of the Property therefrom is prohibited. 5 2.10 Uses Any commercial, industrial, or residential use of the Property, including any commercial recreational use, is prohibited, except as expressly permitted in Section 3.01{A}. z.11 utilities The creation or placement of overhead utility transmission lines, utility poles, wires, pipes, wells or drainage and septic systems on the Property is prohibited without the prior written approval of Grantee. 2.12 Drainage The use of any portion of the Property for a leaching or sewage disposal field is prohibited. The use of the Property for a drainage basin or sump is prohibited, except to control flooding or soil erosion on the Property. 2.13 Development Rights The use of the Property for the purpose of calculating lot yield or development density on the Property or any other Property, adjacent or otherwise, is prohibited. ARTICLE THREE PERMITTED USES AND A S Grantor reserves the right to use the Property in any maruner that is neither expressly prohibited herein nor inconsistent with the Conservation Purpose and other terms and conditions of this Easement and that is in accord with existing zoning laws and restrictions and the Original DDR. Without limiting the generality of the foregoing, the following uses and practices, though not an exhaustive recital of consistent uses and practices, are expressly permitted under this Easement as follows: 3.01 Agricultural Activities and Improvements A. Grantor shall have the right to engage in any and all types of commercial and non- commercial agricultural activity as that term is defined in Section 301 of the New York State Agriculture and Markets Law, including but not limited to planting, maintaining, and harvesting grapes, provided that such activity shall be conducted in accordance with the Conservation Purpose and other terms and conditions of this 6 Easement. Notwithstanding the foregoing, under no circumstances shall there be permitted on the Property a concentrated animal feeding operation (i.e., an operation which entails housing and feeding a large number of animals in a confined area containing no natural forage for forty-five (~5) days or more during any twelve (12)- month period} ar any other agricultural activity that may have a significant adverse impact on the Conservation Values. B. Fences, irrigation wells, pumps and pump covers, trellises, and other improvements as are reasonably necessary for the agricultural production on the Property are permitted, as are temporary seasonal greenhouses and/or hoophouses (nvt to exceed a total of 1,000 square feet and to be located solely in southwest corner of the Property); provided that any such improvement is (i) compatible with the preservation of the Property's prime soils, agricultural production, open-space and scenic vistas, and other Conservation Values, (ii) otherwise consistent with the Conservation Purpose of this Easement, and (iii} in accordance with the following provisions: a. The location and use of any irnprovement permitted to be constructed hereunder shall not dekract from or adversely affect the Conservation Values protected by this Easement, and construction of any such improvement shall minimize disturbance to the Conservation Values and other natural resources of the Property; and b. The excavation or filling of the Property to the extent necessary tv construct and maintain the permitted improvements on the Property is permitted, provided that Grantor shall employ erosion- and sediment-control measures to m;n;rn;ze stormwater runoff, including but not limited to employing the least possible removal of vegetation, minimal movement of earth, and minimal clearance of access routes for construction vehicles. Except as expressly provided above, no other buildings or structures are permitted to be placed ar constructed on the Property. Grantor shall provide written notice tv Grantee pursuant to the terms of Section 6.05 prior to constructing or placing any agricultural improvement permitted by the terms of this Easement; provided, however, that prior written notice to Grantee is not required prior to constructing or placing permitted minor agricultural mprovements, such as fences or trellises. In the event of destruction of or damage to any existing or expressly permitted improvement to such an extent that repair of such structure or improvement is impractical, erection of a replacement of comparable size, bulk, use, and general design to the destroyed or damaged structure or improvement is permitted within the same location subject to prior written notice to Grantee. 7 3.02 Signs The display of signs, billboards, or advertisements is prohibited, except for signs whose placement, number, and design do not significantly diminish the scenic Conservation Values of the Property, subject to Grantee's prior written approval, and only for any of the following purposes: {a) to state the name and address of the Property and the names and addresses of the occupants; {b) to temporarily advertise the Property or any portion thereof for sale or rent; (c) to post the Property to control unauthorized entry or use; (d} to announce this Conservation Easement; and {e} to describe the agriculture use of the Property. Any permitted sign shall not be more than six (6) square feet in size, shall be non-illuminated, and shall be subject to applicable governmental regulatory requirements. 3.03 Cutting of Timber•_Landscaping The cutting, harvesting, removal, pruning, trimming, mowing or addition of trees, shrubs, grasses or other vegetation from oz on the Property is prohibited, except for the following purposes: {i) to clear and/or remove any tree, shrub, or other vegetation that is dead, damaged, diseased, destroyed or non-native and invasive; (ii) as reasonably necessary for the conduct of those uses and activities expressly permitted under terms of this Easement, including but not limited to agricultural production or constructing and maintaining those improvements expressly permitted under the terms this Easement; (iii} grounds maintenance that is consistent with the Conservation Purpose; (iv} #o remove any hazards to persons, personal or real property, or the Property and/or to persons or personal or real property of neighboring properties; provided that any such activity shall be consistent with the Conservation Purpose of this Easement. Except as otherwise provided in Section 3.02, no other landscaping activities are permitted on the Property. . 3.04 Natural Resource Management Plan If Grantor does not engage in agricultural production for two {2) consecutive years, then Grantor shall implement a natural resource conservation plan ("Conservation Plan") prepared by the Natural Resources Conservation Service ("NRCS"} utilizing the standards and specifications of the NRCS Iocalized Field Office Technical Guide and the Suffolk County Soil and Water Conservation District. A copy of the Conservation Plan, and subsequent updates and amendments, shall be delivered to Grantee within ten (10) days of issuance for Grantee's review and approval. The Conservation PIan shaIl be written and implemented for the purpose of maintaining and restoring the Property to the same or better condition that existed as of the Effective Date of this Easement, as evidenced by the Baseline Documentation, in order to protect the environmental, natural, scenic and agricultural values of the Property. If Grantor fails to comply with the provisions of this section after written notice and a reasonable opportunity to 8 comply has been given to Grantor by Grantee, then, in addition to all other available remedies set forth in this Easement, Grantee and/or its agents are hereby authorized to enter upon the Property to implement the Conservation Plan and to recover all costs of such implementation from Grantor. ARTICLE FOUR GRANTOR'S OBLIGATIONS 4.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, anal assessments and other governmental or municipal charges, which may become a lien on the Property, including any taxes or levies imposed to make those payments. If Grantor fails to make any such payment, Grantee is authorized to make such payments (but shall have no obligation to do so} upon ten (10) 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 Property of the same priority as the item if not paid would have become, and shall bear interest until paid by Grantor at three (3) percentage points over the prime rate of interest from time to time charged by Citibank, N.A., or its corporate successor, in no event to exceed a legal interest rate. 4.02 Indemnification Grantor acl~eowledges that Grantee has neither possessory rights in the Property nor any responsibility nor right to control, maintain, or keep up the Property. Grantor has and shall retain all responsibilities and shall bear all costs and liabilities of any nature related to the ownership, operation, upkeep, improvement, and maintenance of the Property. Grantor hereby releases and agrees to hold harmless, indemnify and defend Grantee and its members, directors, officers, employees, Iegal representatives, agents, and contractors and the heirs, personal representatives, successors, and assigns of earn of them (collectively "Indemnified Parties") from and against any and all liabilities, penalties, fines, charges, costs, Iosses, damages, expenses, causes of action, claims, demands, orders, judgments, or administrative actions, including, without limitation, reasonable attorneys' fees, arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, unless due solely to the negligent actor wi I.ful misconduct of Grantee; or (2) violation or alleged violation of, or other failure to comply with, any state, federal, or local Iaw, regulation, or requirement by any person, other than Grantee, in any way affecting, involving, or relating to the Property. 9 4.03 Environmental Responsibilities Grantor Responsible for the Property. Grantor is solely responsible, and Grantee has no responsibility, for the operation of the Property or the monitoring of hazardous or other conditions thereon. Nothing in this Easement shall be construed as giving any right or ability to Grantee to exercise physical or managerial control of the day-today operations of the Property or of Grantor's activities on the Property. Neither Grantee nor its agents shall be liable to the Grantor or other person or entity in connection with consents given ar withheld, or in connection with any entry upon the Property, pursuant to this Easement. Grantor's Environmental Warranty and Indemnity. Grantor represents and warrants that it has no actual lrnowledge of a release or threatened release of any Hazardous Materials, as defined below, on the Property and hereby promises to hold harmless, defend and indemnify the Indemnified Parties from and against all liabilities, penalties, fines, charges, costs, losses, damages, expenses, causes of action, claims, demands, orders, judgments, or administrative actions, including, without limitation, reasonable attorneys' fees, arising from or connected with the presence and/or any release of Hazardous Materials or violation of federal, state or local Environmental Laws, as defined below, on, under, or from the Property. This Easement is not intended to and shall not create envirorunental liability in Grantee. Notwithstanding any other provision herein to the contrary, the parties do not intend this Easement be construed such that it imposes on, creates in or gives the Grantee: (1) the obligations or liability of an "owner" ar "operator" as those words are defined and used in Environmental Laws, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq., and hereinafter "CERCLA"}; (2) the obligations or liability of a person described in 42 U.S.C. Section 4607{a)(3) yr (4); (3) the obligations of a responsible person under any applicable Environmental Laws; (4) the right to investigate and remediate any Hazardous Materials, associated with the Property; or (5) any control over Grantor s ability to investigate, remove, remediate, or otherwise clean up any Hazardous Materials associated with the Property. 10 The term "Hazardous Materials" includes, but is no# limited to, (i) material that is flammable, explosive, or radioactive; (ii) petroleum products; and {iii) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, including but not limited to those defined in CERCLA, the Hazardous Materials Transportation Act {49 U.S.C. Section - 5101, et seq.), the New York Environmental Conservation Law (NY ECL 27-0901}, or any other Environmental Law, and in the regulations adopted and publications promulgated pursuant to them, or any other applicable federal, state, or local laws, ordinances, rules, or regulations now in effect or enacted after the Effective Date of this Easement. The term "Environmental Laws" includes, but is not limited to, any federal, state or local or administrative agency statute, regulation, rule, ordinance, order or requirement now in effector enacted after the Effective Date of this Easement relating to pollution, protection of human health, the environment, or Hazardous Materials. ARTICLE FIVE GRANT'EE'S RIGHTS 5.01 Entry and Inspection Grantee shall have the right to enter upon the Property for the purpose of inspection and monitoring to determine whether this Easement and its Conservation Purpose and other provisions are being upheld. Except in cases where Grantee determines, in its reasonable discretion, that immediate entry is required to investigate a use or condition on the Property in order to prevent, terminate, or mitigate a violation or potential violation of the terms of this Easement, such entry shall be permitted only at reasonable times (e.g., weekdays during normal business hours) and upon prior notice to Grantor and shall be made in a maruner that will not unreasonably interfere with Grantor's use and quiet enjoyment of the Property. Grantee shall not have the right to permit access upon the Property by the general public. 5.02 Protection and Restoration Grantee shall have the right to identify, to preserve and to protect in perpetuity the Conservation Values of the Property, including, but not limited to, by means of review and approval of improvements and activities as set forth in Section 6.05 below. Grantee shall have the right to prevent any activity on or use of the Property that is inconsistent with the Conservation Purpose or other provisions of this Easement and to require the Grantor to restore such areas or features of the Property that may be damaged by any inconsistent and/or unpermitted condition, activity or use and to enforce these right by any action or proceeding I1 that Grantee may reasonably deem necessary. However, Grantor shaIl not be liable for any changes to the Property resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm, earth movement or other acts of nature, unauthorized acts of unrelated third parties and earth movement, or from any prudent action taken by the Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons, property, or to the Property resulting from such causes. 5.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Easement maybe inadequate. Therefore, in addition to, and not in limitation of, any other rights of Grantee hereunder at law or in equity, in the event any breach, default or violation of any term, provision, covenant or obligation on Grantor's pazt to be observed or performed pursuant to this Easement is not cured, or a bona fide attempt has not been begun by Grantor within fifteen (15) days of Grantor's receipt of Grantee's notice of such breach, default or violation (which notice requirement is expressly waived by Grantor with respect to any such breach, default or violation which, in Grantee's reasonable judgment, requires immediate action to preserve and protect any of the Conservation Values or otherwise to further the Conservation Purpose of this Easement), Grantee shall have the right at Grantee's election in its sole and absolute discretion: (a) To institute a suit to enjoin or cure such breach, default or violation by temporary and/or permanent injunction and/or to require the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto; (b) To enter upon the Property and exercise reasonable efforts to terminate or cure such breach, default or violation and/or to cause the restoration of that portion of the Property affected by such breach, default or violation to the condition that existed prior thereto; and (c) 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 Easement; provided, however, that any failure, delay or election to so act by Grantee shall not be deemed to be a waiver or a forfeiture of any right or available remedy on Grantee's part with respect to such breach, default, or violation or with respect to any other breach, default or violation of any term, condition, covenant or obligation under this Easement. 12 Grantee's remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. Grantor shall pay, either directly or by reimbursement to Grantee, all reasonable attorney's fees, court costs and other expenses {collectively, "Litigation Expenses") incurred by Grantee in connection with any proceedings initiated under this section. Litigation Expenses include, but are not limited to, those Litigation Expenses incurred by Grantee in the event Grantor or anyone acting by, through, under, or on behalf of Grantor, commences litigation against Grantee to enforce any rights hereunder or to dispute any action or inaction of Grantee, to enforce any alleged duty or obligation of Grantee hereunder, or to seek damages or specific performance against Grantee, except iun the event Grantee is finally determined by a court of competent jurisdiction, beyond right of appeal, to have acted in a manner that is contrary to the terms of this Conservation Easement and to have failed to exercise reasonable judgment (except in those circumstances of which Grantee is given sole and absolute discretion as expressly provided herein), taking into account the Conservation Purpose of this Easement and the ciurcurnstances of which Grantee had actual knowledge at the relevant time. Grantee shall not be considered to have failed to exercise reasonable judgment as aforesaid solely based on the fact that Grantee did not or does not prevail in such legal proceedings or that Grantee is determined to have adopted an interpretation of this Conservation Easement not accepted by the court. 5.04 No Waiver Grantee's exercise of one remedy or relief under this Article Five shall not have the effect of waiving or limiting any other remedy or relief, and the failure to exercise or delay in exercising any remedy shall not have the effect of waiving or limiting the use of any other remedy or relief or the use of such other remedy or relief at any other time. 5.05 Assignability Grantee shall have the right to assign any and all of its rights and responsibilities under this Easement, and any and all of its rights, title and interest in and to this Easement only to a qualified organization (herein called the "Assignee"). As used herein the term "qualified organization" means anot-for-profit corporation, or a governmental unit or agency, which is qualified to receive such interests pursuant to Article 49 of the New York Environmental Conservation Law, and is a qualified organization within the meaning of Section I70(h)(3) of the Code, and which is organized or operated primarily or substantially for one of the conservation purposes specified in Section 170(h)(4)(A) of the Code. Any assignment by Grantee or a successor Grantee must require, and the Assignee must agree, that the Assignee and Assignee's successors will carry out the purposes of, and enforce, this Easement. The Assignee and its successors and assigns shall have the same right of assignment, subject to compliance with the provisions of this section. Except in cases where immediate assignment is necessary in 13 Gra:atee's reasonable discretion, Grantee shall notify Grantor of any such assignment at least thirty (30} days prior to such assignment. 5.06 Succession If at any time Grantee is unable to enforce this Easement, or if Grantee ceases to exist or ceases to be a qualified organization under Section 170{h){3} of the Code, then this Easement shall be vested in such qualified corporation, body or agency as defined and upon the conditions and limitations contained in Section 5.05 {Assignability) as Grantee shall designate. If, on the occurrence of any of these events, Grantee fails to assign all of its rights and responsibilities under this Easement and aIl of its rights, title and interest in and to this Easement to a qualified organization, then the rights and responsibilities under this Easement shall become vested in another qualified organization, in accordance with a cy pres proceeding brought in any court of competent jurisdiction. Grantor will be notified of any such proceedings. 5.07 Extinguishment This Easement gives rise to a property right and interest immediately vested in Grantee. For purposes of this Section 5.07, the fair market value of such right and interest shall be determined by multiplying (i) the fair market value of the Property unencumbered by this Easement (minus any increase in value attributable to improvements made after the Effective Date) by (ii) the ratio of the value of this Easement to the value of the Property, unencumbered by this Easement, as of the date of any extinguishment, partial extinguishment, condemnation, partial condemnation, and/or purchase in lieu of condemnation pursuant to the terms of this Section 5.07 (each, a "Termination"), which ratio shall hereinafter be referred to as the "Proportionate Share." The value of this Easement shall be determined at the time of any such Termination by an independent appraisal by a "qualified appraiser," as defined in Treasury Regulations section 1.170A-13(c)(5), who is mutually agreeable to Grantor and Grantee, the cost of which appraisal shall be shazed equally by Grantor and Grantee. If circumstances arise in the future that render the Conservation Purpose of this Easement impossible to accomplish, this Easement can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction and in accordance with the common and statutory laws of the State of New York. In the event of an extinguishment or partial extinguishment of this Easement, Grantor shall pay Grantee an amount equal to the Proportionate Share of the then-fair market value of the Property (or affected portion thereof) unencumbered by this Easement (minus any amount attributable to the value of improvements made by Grantor after the Effective Date of this Easement} at the time of khe extinguishment as determined by an independent appraisal by a "qualified 14 appraiser," as defined in Treasury Regulations section 1.170A-13{c){5}, who is mutually agreeable to Grantor and Grantee, the cost of which appraisal shall be borne by Grantor. If all or any part of the Property 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 Easement or otherwise effectively to frustrate the Conservation Purpose 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 Property subject to the taking and all incidental or direct damages resulting from the taking. Grantee shall be entitled to the Proportionate Share of the recovered proceeds. Grantee shall use such proceeds actually recovered by it in a manner consistent with the Conservation Purpose of this Easement. The expenses incurred by each party to this Easement in connection with any such taking shall be paid out of that party's recovered proceeds. ARTICLE SIX MISCELLANEOUS 6.01 Alienability Grantor shall have the right to convey, mortgage or Iease all of its remaining interest in the Property but only subject to the terms of this Easement. Grantor shall promptly notify Grantee of any conveyance of any interest in the Property, including the full name and mailing address of any transferee, and, in the case of a transfer to an entity, the individual principals thereof. The instrument of any such conveyance shall specifically set forth that the interest thereby conveyed is subject to this Easement, without modification or amendment of the terms of this Easement, and shall incorporate this Easement by reference, specifically setting forth the date, office, fiber and page of the recording hereof. The failure of any such instrument to comply with the provisions hereof shall not affect Grantee's rights hereunder or the validity of this Easement. 6.02 Entire Understanding This Easement contains the entire undexstanding between its parties concerning its subject matter. Any prior agreement between the patties concerning its subject matter shall be merged into this Easement and superseded by it. 15 6.03 Amendment This Easement is made with the intention that it shall qualify as a conservation easement in perpetuity under Cade Section 170{h}. The parties agree to amend the provisions of this Easement if such amendment shall be necessary to entitle Grantor to meet the requirements of Code Section 170{h} and/or to enable Grantee to amplify the public benefits attributable to this Easement. Any such amendment shall be permitted only upon Grantee's determination, in its sole discretion, that such amendment will not jeopardize Grantee's status as an organization described in Code Sections 170{h)(3) and 501(c)(3). This Easement can be amended and modified only in accordance with the common and statutory laws of the State of New York applicable to the modification of easements and covenants nznning with the land. Grantee and Grantor shall mutually have the right to agree to amendments to this Easement, provided however, that Grantee shall have no right or power to agree to any amendment hereto that would result in this Easement failing to qualify as a valid conservation easement under Article 49, Title 3 of the >~nvironmental Conservation Law of the State of New York, as the same may be hereafter amended, or any regulation issued pursuant thereto. No amendment may be approved by Grantee that would or, as Grantee in its judgment . may determine, could violate the rules of impermissible private benefit or of private inurement under applicable sections of the Code, including but not limited to Code Section 501{c)(3). 6.04 Severabilitv Any provision of this 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 and effective. Any other provision of this Easement that is determined to be invalid or unenforceable by a court of competent jurisdiction shall be severed from the other provisions, which shall remain enforceable and effective. 6.05 Notice With respect to any use or activity under Articles Twv and Three that requires the prior notice to, andlor approval of, Grantee, or in the event Grantor proposes to undertake a use or activity that is not explicitly prohibited hereby but which might have a deleterious effect on the Conservation Values, in particular, the Property's scenic values, Grantor shall provide notice to andlor request Grantee's approval and shall include therewith information identifying the proposed activity and the reasons for and other details of the proposed activity with reasonable ' specificity. The notice shall describe the nature, scope, location, timetable, and any other material aspect of the proposed activity (including, if appropriate, sketch plans or scaled 16 drawings of the site(s) of the proposed activity) in sufficient detail to permit Grantee to evaluate such activity. The notice shall also include information evidencing the conformity of such activity with the requirements of the applicable section hereunder. Grantor shall not commence the proposed use ar activity until notice has been delivered to Grantee pursuant to the terms of this section, or, where Grantee's prior written approval is required pursuant to the terms of this Easement, until such approval is received by Grantor in writing. All notices required by this Easement must be written. Notices shall be delivered by hand; by express, certified or registered mail, return receipt requested; by certified mail, with sufficient prepaid postage affixed and with return receipts requested; or through courier delivery by a national courier service that provides automated delivery tracking. Notices to Grantor shall be addressed to Grantor's address as recited herein, or to such other address as Grantor may designate by notice in accordance with this section. Notice to Grantee shall be addressed to its principal office, as recited herein, marked for the attention of the President, or to such other address as Grantee may designate by notice in accordance with this section. Notice shall be deemed given and received as of the date of its actual delivery to the recipient. 6.Ob Governing Law New York law applicable to deeds and conservation easements pertaining to land located within New York shall govern this Easement in all respects, including validity, construction, interpretation, breach, violation and performance, except as otherwise provided in Section 5.07 hereof. 6.07 Interpretation Regardless of any contrary rule of construction, no provision of this Easement shall be construed in favor of one of the parties because it was drafted by the other party or the other party's attorney. No alleged ambiguity in this Easement shall be construed against the party which drafted it, or against the party whose attorney drafted it. I# any provision of this Easement is ambiguous ar 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 consistent with the Conservation Purpose of this Easement. Any rule of strict construction designed to limit the breadth of the restrictions on use of the Property shall not apply in the construction or interpretation of this Easement, and this Easement shall be interpreted broadly to effect the Conservation Purpose of this Easement as intended by the parties. The parties intend that this Easement, which is by nature and character primarily negative in that Grantor has restricted and limited its right to use the Property, except as otherwise recited herein, be construed at all times and by all parties to effectuate its purposes. 17 6.08 Public Access Nothing contained in this Easement grants, nor shall be interpreted to grant, to the general public any right to enter upon the Property. 6.09Warranties The warranties and representations made by the parties in this Easement shall survive its execution. 6.10 Recordine Grantee shall record this Easement in the Iand records of the office of the Clerk of the County of Suffolk, State of New York. 6.11 Enforceable Restriction• Successors The covenants, terms, conditions, and restrictions of this Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, agents, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. The terms "Grantor" and "Grantee," whenever used herein, and any pronouns used in place thereof, shall include, respectively, the above-named Grantar and its representatives, agents, licensees, successors, and assigns, and the above-named Grantee and its successors and assigns. 6.12 Termination of Rights and Obli ag lions A party's rights and obligations under this Easement terminate upon transfer o€ the party's interest in the Easement or the Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 6.13 Headines The headings, titles and subtitles herein have been inserted solely for convenient reference, and shall be ignored in its construction. 18 6.14 Counterparts Grantor and Grantee may execute this instrument in two or mare counterparts; each counterpart shall be deemed an original instrument. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Deed of Conservation Easement on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: GRANTOR HOME RESCUE SOLUTIONS, LIMITED, LL . aNewYork ~-aY~OY'cL.r~01'y BY: ~ ~ Name: '7~-~ v r..r~ s . ~ a S ~ c. ~ Its: Er ~ ~ n ACKNOWLEDGED AND ACCEPTED: GRANTEE PECONIC LAND TRUST, INCORPORATED BY: v.H. Halsey President SCHEDULE A: Metes and Bounds Description of the Conservation Easement Area of the Property EXHIBIT A: Conservation Easement Map of the Property 19 ACKNOWLEDGMENTS STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: rc~ On this 3 day of ~1{F'# •in the year 20~ before me, the undersigned, personally appeared ~ UYt/~ Q S I~90 5 i k ? , ,personally known to me or proved to me on the basis of satisfactory evidence to be the individuals} whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/herltheir capacity(ies), and that by his/her/their signatures} on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. N tary Public SUpS~ApN~OUINN 1UfH3--~~ No. 02TU4 869[~w Yb~k OudliFed in 5uffotk Cat X011 EJ~p1[ES N01G 3Q, STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: On this3~day of.Cu~ ~~i~~n``the year 20~ before me, the undersigned, personally appeared ~GhA ~~-~1Lw?, ,personally known to me or proved to me on the basis of satisfactory e dence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed khe same in his/herltheir capacity(ies}, and that by his/her/their signatures} an the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public KTIVIBERI.Y QUAFITY Notary PublEc, $taUe Ot N9YV YGFk IVO. 01 QU6249267 QuBdiAed MI $uffo~k Cry Oonnrrdastan E7~ires o~twKalt 3. sod s 20 SCHEDULE A • . - ~ • FIDELITY NATIONAL, TITLE INSUR.A,NCE COMPANY TITLE 1V0.08-7404-72539-BUFF _ SCHEDULE A. (Description) ALL that certain plot, piece ar parcel of land, situate, Iying and being in the Village and Town of Southold, County of Suffolk and State of New Yark, bounded and described as follows: - • BEGINNMG at a point on the easterly side of North Road, C.R. 48 (also known as Middle Road} where same is intersected by land now ar forzr3eriy of I'udl;e Corp., said point also lying approximately 1162.70 feet southerly from the westerly mast end of a line connecting the westerly side of Tucker Lana with the easterly side of North Road as measured by the easterly side of North Road; • RUNNING THENCE Sautki 34 degrees 4Q minutes 30 seconds East, along land now or formerly of Pudge Corp., 821.75 feet to land now or formerly of David Mudd; y~~~ THENCE South 33 degrees l9 minutes 40 seconds West, along land now or formerly of Mudd, 373.60 feet to land now ar .formerly of Raymond !ay Aksain; THENCE North 44 degrees 4$ minutes 50 seconds West, along land now or formerly of Aksain, 781.56 feet to the easterly side of North Road; THENCE Nortl~ 33 degrees 39 minutes 10 seconds East, 520.79 feet along the easterly side of North Road to the point or place of SEGINNfNG. , TJJE POLICY TO BE ISSUED under this conurritrnenl will insure the Title to such buildings and irnprovernents on the prerrrises which by !aw constitute real property. FOR CONYL'YANCING ONLY.• Together tiritlT all the right, title acrd interest ojlhe parry vjrhe first part, ojin and to the land lying in the street in jronr ojand adjvinirrb suid premises, SCHEl~(I1.E li-! (DescrrprinnJ ~ ~ EXHIBIT A ~ ~ ~ n '1d i ~n ~C1• ~ t 7c] 1 ~ ~ ~ e a . Q`~ p• frs~ t, i ] d~~ h~ ~ o,~ y 0~ I QD Q'~~ a`'' ~°~'-o • a V ~ P~ l Jrf ~r6•' ~ 1 ~ 1 i f 1~ ~ y r / .:a. i ~JO- ! s- f . _ _ a~ ~ 6p QO AREA 7.845 Acres ~ ap 5' SURVEY FC)R ~ & Q CYCLES D aT a`~° ~£S, A T 5OUTHOL© ES ~ ~'u~FCrrr xarroru~ rlTLf '"yr~ WStli3AxC£ COA(J ANY pF TOWN OFSOUTHOLi7 ~evxsrtvu~s • rrarrx nax rtarx • SUFFOL K COUNT Y, N. Y. rova - ss - ro - 02 , Scale: . 100' fury 2r,1s93 { . 1 r~tE~` f'~WY { LE"is fJi'rCAT~NS' 7-26-rJ3 i~•~,:~: ~rS # Prer;arsd Jr ectcrdence rhx mrnirr;trm i /4r~-~'; µrl srardcrdt !or r"'e s?r~aysj eF CslvDiis.3trd ~ r ~ r~"'•-~ `r'r'" '~A" Sy me .,.t~.L.S. ora cpprrvcd rrna adanred ~ P'rCrJFir~~`r !'.C. !cr scch ~co oy rcn r:oc+ Ydr:L 5lafe I. end !5161 75 ~ , i:rc tir:~cJa!ran. P, d. BDX 9• .4/Alr1 ' R~2~