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HomeMy WebLinkAboutWalker/McCall, LLC ARD _ - Ill.. :,.r - p®�,�� '- - .' •-_ - r--'� yl" � 1'- -, ,,,r � - • � AL - •/, ,f ny-1'f -'COD _, -! _ ,,. .:.;1`000= ' 'Ba§iblihe-Docii 1.1:•5=8=43::d�� �.�-•_ "' ✓ , - mentation r !rl r `1 r - ` _�`��Jj 'slq - _ ', .il f";' If;�„ts.l:rl• `il.,a' I •' , ,M1�” , - y�r�'1., _ _ , mlises , f' , - `,' -, ' - �..rYl �r .. . _;i` , ,� `i,t'�,4-' - - t�•_ � r = i Vii =_ V° _ • L..!' ' 'may .p'4`tVr{' n •- - , nI - _ .:`J �::1- _ - ,S. , r`1.1 - •� _ _ ,u _ '" - - - _i` _ - .h - ,t`` - - �.-�' _ J"•_ _ ', rt, � fix' ., , - ; ' 21140 :1VlRoad. NY,S Rt-2:5' +ol 1Vhatt tuek" New-York ' '.) _ r... '! - 1 Yr.. � /,-s,"5 ,/, ,'tl.'„`' - �l r4.r,S�i, !r`rY•,: r •''' __ ' �. .. , - ` � _ - 5 4, x:88=63 acres"..;.. { = Develo :ment=R1 lts.`Easement p . g r c° � �12.,�rF,� .C '�, ,j -. i�/'_ _ - - r:,._ -� q.r; 'y.:y`:1-'-_y'i,'• u7'l•• �?, in, WALKER/1VIcCALL LLC. .;.1 TOWN.;OF :S:OUTHOLD: .. _ Ott _ '1. _ ♦`!',, •�,r . • �1�' _ i '`11:1•. ' i�,y� ;Amended:E,asem:eati dated Marcl% 10',`2;016 Rec:o:rd;ed A""ril;.:1,82.01.6. =' p4 { 'Suffolk County Clerk -Lib.er.D00,012860 ;;Pa'ge;890. Also see file: 1000-115.-8-3.5 (Elak) --------------------------------------------------------------------------------------------------- SCTM #: 1000-115.-8-3.6 (to be joined with 1000-115.-8-3.5) Premises: 21140 Main Rd (Rt 25) Hamlet: Mattituck Purchase Price: S 2529609.50 3.8863 buildable acres @ $65,000/buildable acre) Funding: Community Preservation Fund (2% land bank) CPF Project Plan:. Yes Total Parcel Acreage: 28.6496'acres (total, combined'acres of- -- 1000-.115.78-1.39 3.69 3.7) Development Rights: 3.8863 easement acres (1000-115.-8-3.6) 24.5418 easement acres (1000-115.-8-3.5) Total easement: 28.4281 acres Reserved Area: 0.2215 acres (1000-115.-8-3.7) Zoned: A-C (Agricultural-Conservation) Existing Improvements: In March 2016 — farmland; dirt farm road; irrigation pump INTRODUCTION SITE DESCRIPTION Location: The subject site is located at the southerly side of Route 25 approximately 818 feet east of Locust Lane, Mattituck, Town of Southold, County of Suffolk, State of New York. Size and Shape: The subject property is a rectangular shaped parcel, 535' x 300', set back from the road and accessed by an approximately 225' long, 30' wide strip of land. It is surrounded on all sides by the balance of the larger farmland parcel in which the development rights were sold. It is comprised of an aggregate land area of 3.8863 acres of vacant land. The parcel lies within the A-C (Agricultural Conservation)zoning district of the Town of Southold. Soil Condition and Topography: Topographically, the site is level and utilized for farming sod, hay, or alfalfa. Soil conditions are assumed to adequately support the existing improvement. Brunswick Appraisal Corp. has not made any test boring and makes no conclusions as to the soil and subsoil conditions. Easements and Encroachments: The property is part of a larger 28.6496 acre parcel which is subject to both a development rights easement and a conservation easement as described above under "History of the Subject". The northeast corner of the 28.6496 acre parcel is subject to a 25' foot right of way for the benefit of the neighboring parcel (SCTM# 1000-116-1-10). This right of way is known itself as SCTM# 1000-115-8-3.7.No other easements are assumed to exist, other than normal utility easements. Utilities: Utilities are available at the site. Street maintenance, police and fire protection area are provided by the Town of Southold. Gas and electric are provided by the LIPA. Ingress and Egress: Access to the site is a 30' x 225' strip of land for ingress and egress via Route 25. Flood Zone: The subject property does not appears to be within 500-ft of a flood hazard. The subject property lies in the X flood zone - An area that is determined to be outside the 1% and 0.2% annual chance floodplains according to the flood map # 36103CO482H dated 09/25/09. BRUNSWICK APPRAISAL CORP. INTRODUCTION AERIAL VIEW OF SUBJECT PROPERTY - � Af w � � y •! stibject s � t 1 14 M Source:Suffolk County GIS 2013 Aerial Facing south on Route 25 BRUNSWICK APPRAISAL CORP. INTRODUCTION VA �• j � n v 7 �''.�yT► �r 3� �Q e a r•t� '!` Ww Subject Map BRUNSWICK APPRAISAL CORP. I INTRODUCTION SURVEY OF PROPERTY N 511VATE.MATnr= Tom. s-LOUMc4owLD TT'om I'.MY 1 " fid �� ns 7�111C0 j� �Y j ?8 i u�• � S 3 n 16°1 '1'w 2.E069 ILR6 i 1� 1 R�ji9.V�coE�o.lcb9A<�SF 6�,. �•��A -, JOHN C.BLUXM LAND SURVEYOR sa.w,�c rxe 1ao esvrwmrfeu 6ss,s>remm nsmm6n.�t,um xsemwss-cn va.�p...,xwmm.�m� Subject Parcel Survey BRUNSWICK APPRAISAL CORP. A P P R A I S A L R E Q U E S T LAND PRESERVATION(COMMITTEE MEETING ~; Minutes & Discussion Notes from Meeting held Tuesday, November 26, 2013 at 7.00 p m Town Hall Annex Executive Board Room Members Present: John Sepenoski, Chairman Anne Murray Lillian Ball Sam McCullough Eric Keil Members Absent: Maureen Cullinane Allan Connell Also present: Melissa Spiro, Land Preservation Coordinator Melanie Doroski, Land Preservation Secretary Tim Caufield, Peconic Land Trust Luke McKay, Peconic Land Trust Chris Showalter(7:00 p.m. appointment) Joanne Showalter(7:00 p.m. appointment) Commencement: • The meeting began at 7 08 p.m. with five LPC members present. EXCERPT FROM ADOPTED 11/26/2013 LPC MEETING MINUTES- • SCTM#1000-115.-8-3.6 (ELAK) Update re: Town Board executive session [executive session] Tim Caufield of Peconic Land Trust and Melissa Spiro, Land Preservation Coordinator, met with the Town Board at their work session on 11/19/13 to recommend that the Town proceed with purchase of a 4±acre development rights easement on the Reserve Area portion of the Elak property. The LPC entered into EXECUTIVE SESSION Town Board's comments discussed. END OF EXECUTIVE SESSION Melissa Spiro will order an appraisal of the subject Elak property (SCTM#1000-115.-8-3 6) once LPC application is received; however, no offer for a development rights easement will be made until the committee meets again with the Town Board. APPRAISAL REPORT Development Rights Easement of "Elak Property" 21140 Route 25 Mattituck,NY 11952 DATE OF VALUATION i June 6,2014 ■ PREPARED FOR Town of Southold Department of Land Preservation Southold Town Hall Annex 54375 State Route 25 P.O. Box 1179 Southold,New York 11971-0959 PREPARED BY Elinor Brunswick,MAI BRUNSWICK APPRAISAL CORP. P.O. Box 674 Rockville Centre,New York 11571-0674 E N V 1 R O N M E N T A L S U M M A R Y Phase I Environmental Site Assessment Walker/McCall Property Mattituck, New York NP&V Job# 03213 April 30, 2015 CONFIDENTIAL AND PRIVILEGED Phase I Environmental Site Assessment Walker/McCall Property 1_0 SUMMARY The subject property has been inspected and reviewed independently by Nelson, Pope & Voorhis, LLC in order to determine potential environmental or public health concerns. This report is intended to identify Recognized Environmental Conditions (as defined in Standard Practice for Environmental Site Assessment; ASTM E 1527-13 and United States Environmental Protection Agency(USEPA) Standards and Practices for All Appropriate Inquiries (AAI)) on the subject property based on four (4) components of a Phase I Environmental Site Assessment (ESA): records review, site reconnaissance, interviews and evaluation and reporting. Appendix A provides a statement of limiting conditions. Appendix B includes the resumes of key personnel. The subject property lies in the Hamlet of Mattituck, Town of Southold, Suffolk County, New York. The subject property is an approximately 3.9 acre undeveloped parcel. The property has frontage along the south side of Main Road (Route 25), and is located east of Locust Avenue and north of New Suffolk Avenue (Route 26). The property is more particularly described as Suffolk County Tax Map# 1000-115-8-3.6. The physical address of the property is 21140 Main Road. The subject property consists of a single tax parcel that is undeveloped agricultural land. No structures or subsurface features were observed on the subject property during the site reconnaissance. No evidence of discharge, staining, areas of stressed vegetation, residue of oils or other toxic substances, pools of discharge, petroleum or chemical odors, or other such indicators were noted during the site reconnaissance. Aerial photographs from 1938, 1940, 1947, 1954, 1957, 1962, 1969, 1970, 1976, 1980, 1985, 1994, 2006, 2008, 2009, and 2011 were available for the subject property. Review of the aerial from 1938 depicted the subject property as agricultural land. The surrounding area consisted of Main Street, agricultural land, and forested land to the north, a farmstead, forested and agricultural land to the east, a farmstead, Locust Avenue, and agricultural land to the west, and agricultural land,to the south. No changes are depicted to the subject property and surrounding area in the 1940, 1947, 1954, 1957, 1962, 1969, 1970, and 1976 aerials. No changes to the subject property were depicted in the 1980 aerial; however, agricultural land to the north and northwest of the subject property was in the process of being developed along present day Evergreen Lane and Elijah's Lane. Similarly, no changes were depicted to the subject property in the remaining aerials from 1980, 1985, 1994, 2006, 2009, and 2011; however, residential development increased in the surrounding area to the northwest, west, and south of the subject property. The 2011 aerial depicted the subject property as agricultural land, with agricultural land to the south, a farmstead, a wooded stream corridor, and agricultural land to the east, a farmstead, agricultural land, and Locust Avenue to the west, and Main Street and a mix of residential, agricultural, and forested land to the north. t r,ELSON POPE s voCFsws I i r MMR ,L.PLANNNn.CXXISLUMO Walker/McCall,Mattituck Phase I ESA USGS topographic maps from 1904, 1944, and 1956 from the subject property and surrounding areas were available for review. Review of the 1904 map depicted the subject property as undeveloped land with a structure, Locust Avenue, and undeveloped land to the west, undeveloped land and New Suffolk Avenue to the south, a structure and a stream corridor to the east, and Main Road and structures located to the north. No major changes were depicted in the remaining 1944 and 1956 maps. Please refer to Section 4.3 for additional information regarding site history. An extensive government records search found no potential sources of environmental degradation on the subject property. Several Federal, State and County documented regulated sites were noted in the vicinity of the subject property. Specifically, five (5) closed spill incidents are located within one-half(0.5) mile of the subject property. A Tier 1 Vapor Encroachment Condition(VEC) Assessment was conducted as part of this Phase I ESA due to the proximity of several spill incidents. The assessment was conducted in accordance to the methods and procedures outlined within ASTM E2600-10, Standard Guide for Vapor Encroachment Screening on Property Involved in Real Estate Transactions. For this assessment under conditions where the direction of groundwater flow can be ascertained critical search distances are used to determine if a VEC exists. Specifically the following distances are applied to the Tier I Assessment: Upgradient Sources 1,760 feet for Chemical of Concern(COC) 520 feet for petroleum hydrocarbons Cross-gradient Sources 365 feet for COC 165 feet for petroleum hydrocarbon LNAPL sources & 95 feet dissolved petroleum hydrocarbon sources with plume considerations Down-gradient Sources 100 feet for COC/petroleum hydrocarbon LNAPL sources 30 feet dissolved petroleum hydrocarbon sources Review of the regulatory agency database report provided for the subject property did not identify any sites within the critical distances for potential contamination sources. Based on this finding and the lack of potential impacted sites in the vicinity of the subject property, a VEC can be ruled out because it does not exist or is not likely to exist. This assessment has identified the following with respect to recognized environmental conditions, controlled recognized environmental conditions, de minimus conditions and historic recognized environmental conditions in connection with the subject property, subject to the methodology and limitations of this report. !� tw e VLRONI�TAL..PLAANNING CCNSU.rovG Page 2 of 28 Walker/McCall,Mattituck Phase 1 ESA One (1) recognized environmental condition was noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. 1. The subject property has been utilized for agricultural purposes in the past and present. No controlled recognized environmental conditions were noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. No de minimus conditions were noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. No historic recognized environmental conditions were noted on the subject property based on the site reconnaissance, interviews and regulatory agency records review. NP&V has performed a-Phase I Environmental Site Assessment in conformance with the scope and limitations of ASTM Practice E 1527-13 and USEPA AAI for the Walker/McCall Property in Mattituck, New York. Any exceptions to, or deletions from, this practice are described in Section 11.0 of this report. In conclusion, this assessment has revealed evidence of one (1) recognized environmental condition, no controlled recognized environmental conditions, no de minimus conditions, and no historic environmental conditions in connection with the subject property, subject to the methodology and limitations of this report. EN aONSVEWAL-PLAMNG c0vsuLru-0_- Page 3 of 28 Walker/McCall Property,Mattituck .r .. P `irll P s View of the subject property frontage along Main Road facing west. View of the subject property frontage along Main Road facing east. View of eastern portion of subject property from Main Road facing north. View of the adjacent farmstead property to the east of the subject property. Walker/McCall Property,Mattituck i TY View of the adjacent property to the east of the subject property. View of the wooded land to the southeast of the subject property. View of the central portion of the subject property facing north. View of the southern portion of the subject property and agricultural land beyond. Sources:Esri, HERE, DeLorme, USGS, Intermap,increment P Corp., NRCAN,Esri Japan, METI, Esri China(Hong Kong),Esri(Thailand), TomTom, Mapmylndia,©OpenStreetMap contributors,and the GIS User Community FIGURE 1 Walker/McCall Property LOCATION Mattituck r'S LLCSource: ESRI Web Mapping Service Phase I EAS Scale: 1 inch = 200 feet u„ u y� � i n a 1 ' ( x { G '1 J �{ae' .K f•L r� 40 17 FIGURE 2 walker/McCall Property Mattituck 1t AERIAL PHOTOGRAPH N - "''LX-'b b VUK7.5 LLC: Source: NYS Orthophotos, 2010 .:^1':RONNENTr.L.PlA(.(�tNG.CL9�IS_L r NC Phase I EAS Scale: 1inch = 200 feet Y �L s { AFF � —4N - _ .... e irl; H� • Q . ! Q +: y 1 t - 7 • Q � p�~g � i .Y x JUAL Ow 'r" F , lj✓ s FIGURE 3 w LAND USE MAP Walker/McCall Property Mattituck d V -"i Source: NYS Orthophotos, 2010 .J ROVNENTAL.a„N..,�}G.C:L?NSAT N+ - Phase I EAS Scale: 1 inch = 200 feet RI30 bWw�Le.D�weIR - I i ;,1 ` �i R300 IbWvaY La`WM'� �' Io w.aw or.el ww.r NIO /aaa,em Mprq Mwa RR b,arowpalp,i \ 'Ro b,sn.gRo ` � V LTYG9ww DeLorme,USGS, Intermap,increment P Corp, UD IJapan,METI,Esn China(Hong Kong),Esn(Thailand), U L�IM®fi `TomTTm�Mapmylndia,©OpenStreetMap contributors,and the GIS User mm onit ` FIGURE 4 walker/McCall Property • A ZONING Mattituck Source: Town of Southold Zoning i`EL90N,WFC S VOOPMS.LLL: , enn RaonReN.nl•�'"^"'�•cors-. sheet 1 Phase I EAS Scale: 1 inch = 1,000 feet +I I A RdB • Jl: r I F;dB Sources=Esri, HERE, DeLor`me,USGS, Intermap,increment P Corp., NRCAAN,Esn Japan, METI,E r China(Hong Kong),Esri(Thailand), 14 TomTom, Mapmylndia,©OpenStreetMap contributors,and the GIS User Community FIGURE 5 Walker/McCall Property • SOIL MAP Mattituck Np4w II Source: ESRI Web Mapping Service, NRCS N soil layers Phase I EAS Scale: 1 inch = 200 feet fir • � '� � r` • � rlry � � ,r" • �i • t +r Ak • O e ' i n Y 40 MQ • • fes'' � � ! � - # ;3� ' • 7U7U � f s K y � l i 4� Copyright 9,'2013 National Geographic Society. -cubed FIGURE 6 w TOPOGRAPHIC MAP Walker/McCall Property Mattituck dl Source: USGS topo from ESRI web map service Phase I EAS Scale: 1 inch = 500 feet L. 10 FTP J4 14 CUICINOIUe V 4t NM$.now —tock :"Ov A- N1 I X-'k Sources:Esri, HERE, DeLorme, USGS, Intermap,increment P Corp, NRCAN,Esn Japan, METI, Esri China(Hong Kong),Esri(Thailand), TomTom, Mapmylndia,@ OpenStreetMap contributors,and the GIS User Community FIGURE 7 WATER TABLE Walker/McCall Property r US CONTOUR MAP Mattituck Source: ESRI Web Mapping Service, USGS N Scientific Investigations Map 3270, 2010 data Phase EAS Scale: 1 inch = 2,000 feet S `P Evergreen Dr Depot Lane Well Field O� 4� t -` CUtCAOgUr Z G s t "o m •4e= i ttttuck ; F. tf Possible Fire Emergency S",Ad •rr o -. w Wel l This property within Suffolk County Water Authority Distribution Area Sources Esri, HERE, DeLorme, USGS, Intermap,increment P Corp., NRCAN,Esri Japan, METI,Esri China(Hong Kong),Esri(Thailand), Tom-rom, Mapmylndia,©OpenStreetMap contributors,and the GIS User Community FIGURE 8 Walker/McCall Property • w WATER SUPPLY MAP Mattituck Source: ESRI Web Mapping Service, well " 6; 5 G. "."L.Rh 1�i L CCNJS_l_Tnc data from SWAP 2003 and SCWA Phase I EAS Scale: 1 inch = 2,000 feet +' I NYSDEC Tidal Wetlands Catergory HL AA-Adjacent Area DS-Dredged Spoil FC-Formerly Connected FM-Fresh Marsh HM-High Marsh MH-4 ' 2z IM-Intertidal a Marsh LZ-Littoral Zone SM-Shoals,Bars,Mudflats NYSDEC Fresh Wetlands MH-5 MH-5 Op AA MT-15 FC MT-15 �New Sulta�k Ave 7� SM r!t % V Sources. Esri. HERE, DeLorme, USGS, Intermap,increment P Corp., 'NRCAN,Esn Japan, METI, Esri China(Hong Kong),Esri(Thailand), DS TAT8m';Mapmylndia,@ OpenStreetMap contributors,and the GIS User Community FIGURE 9 • NYSDEC Walker/McCall Property • ,����_ -'I' WETLANDS MAP Mattituck 6;VLX-V-II5,LL Source: ESR1 Web Mapping Service, NYSDEC rN*VIAO1f,VNTAL.PLA"IIIIIG�CONS1 T Nr- Freshwater Wetlands Maps Phase EAS Scale: 1 inch = 1,000 feet +1 • PUBHx PSS1C PEM1C PSS1C PUBHx PUBHx E2EM5Pd E1UBL Estuarine and Marine Deepwater E2EM1P Estuarine and Marine Wetland E2EId1Pd Estuarine and Marine Wetland E2EM5Pd Estuarine and Marine Wetland E2SS1P Estuarine and Marine VVetland PEM1C Freshwater Emergent Wetland E2EM1Pd PSS1C Freshwater Forested/Shrub Wetland PUBHx Freshwater Pond isVolk Ave E2EM1 P Sources Esri, HERE, DeLorme, USGS, Intermap,increment P Corp., NRCAN,Esri Japan, METI, Esri China'F'('HlongdKong),Esri((Thailand), TomTom, Mapmylndia,©OpenSfeelMap contributo�sS and the GIS User Community FIGURE 10 i NATIONAL WETLANDS Walker/McCall Property INVENTORY MAP Mattituck Source: ESRI Web Mapping Service, National " Wetlands Inventory Map (NWI, USF&WService) phase I EAS Scale: 1 inch = 500 feet +1 0.2 PCT ANNUALCHANCE FLOOD HAZARD µi77 AE Nati N�,�, 9u1to�Y Ave 4, �ur+oin n.h 0 i Sources Esri, HERE, Det_orme, USGS, Intermap,increment P Corp 4 �+ NRCAN,Esri Japan; METI,Esri China(Hong Kong),Esri(Thailand), TomTom, Mapmylndia,©OpenStreetMap contributors,and the GIS User Community FIGURE 11 FEMA FLOOD MAP Walker/McCall Property Mattituck N Source: ESRI Web Mapping Service, FEMA .:.,..:wEIVTr.L.R/.MMlG.CON5..A.r NG Phase I EAS Scale: 1inch = 500 feet + P U B L I C H E A R I N G RESOLUTION 2015-850 ADOPTED DOC ID: 11200 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-850 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 6,2015: RESOLVED that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold hereby sets Tuesday, October 20,2015, at 4:32 p.m., Southold Town Hall, 53095 Main Road, Southold, New York as the time and place for a public hearing for the purchase of a development rights easement on property owned by Walker/McCall,LLC. Said property is identified as SCTM#1000-115.-8-3.6. The address is 21140 Main Road (NYS Route 25) in Mattituck .The property is located in the Agricultural-Conservation (A-C) Zoning District and is situated on the southerly side of Main Road (NYS Route 25), approximately 820 feet east of the intersection of Locust Avenue with Main Road (NYS Route 25) in Mattituck,New York. The proposed acquisition is for a development rights easement on 3.8863 acres. The 3.8863 acre area is part of a 28.6496 acre farm on which 24.5418 acres are subject to a Deed of Development Rights dated the 25th day of August, 2003, between John Elak and the Town of Southold and recorded in the Suffolk County Clerk's Office in Liber D00012273 at Page 138 on September 19, 2003. The 3.8863 acre area was excluded from the recorded 2003 Deed of Development Rights. Federal monies obtained through a United States Department of Agriculture -Natural Resources Conservation Service ("NRCS") grant#73-2C31-02-671 were used to fund part of the 24.5418.•, acre acquisition in 2003. The metes and bounds description in the 2003 easement will be modified to include the additional 3.8863 acres. NRCS has approved this modification; as, required under the easement. In addition,NRCS has recognized the addition of 3.8863 acres to the existing easement area as an acceptable donation of an interest in real property by the Town to NRCS under the NRCS draft gift acceptance policy. Such a donation is further authorized by the New York State Constitution. The 3.8863 acre easement will be acquired using Community Preservation Funds. The purchase price is $65,000 (sixty-five thousand dollars)per acre for the 3.8863 acre easement plus acquisition costs. The property is listed on the Town's Community Preservation Project Plan as property that should be preserved due to its agricultural value. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcel of land is on file in Land Preservation Department, Southold Town Hall Annex, 54375 Route 25, Southold,New York, and may be examined by any interested person during business hours. Elizabeth A. Neville Resolution 2015-850 Board Meeting of October 6, 2015 Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:James Dinizio Jr, Councilman AYES: Robert Ghosio, James Dinizio Jr, Jill Doherty, Scott A. Russell ABSENT: William P. Ruland, Louisa P. Evans Updated: 10/6/2015 12:18 PM by Lynda Rudder Page 2 LEGAL NOTICE NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands) of the Town Code, the Town Board of the Town of Southold hereby sets Tuesday, October 20,2015, at 4:32 p.m., Southold Town Hall, 53095 Main Road, Southold,New York as the time and place for a public hearing for the purchase of a development rights easement on property owned by Walker/McCall,LLC. Said property is identified as SCTM#1000-115.-8-3.6. The address is 21140 Main Road (NYS Route 25) in Mattituck .The property is located in the Agricultural-Conservation(A-C) Zoning District and is situated on the southerly side of Main Road (NYS Route 25), approximately 820 feet east of the intersection of Locust Avenue with Main Road (NYS Route 25) in Mattituck,New York. The proposed acquisition is for a development rights easement on 3.8863 acres. The 3.8863 acre area is part of a 28.6496 acre farm on which 24.5418 acres are subject to a Deed of Development Rights dated the 25`h day of August, 2003, between John Elak and the Town of Southold and recorded in the Suffolk County Clerk's Office in Liber D00012273 at Page 138 on September 19, 2003. The 3.8863 acre area was excluded from the recorded 2003 Deed of Development Rights. Federal monies obtained through a United States Department of Agriculture -Natural Resources Conservation Service ("NRCS") grant#73-2C31-02-671 were used to fund part of the 24.5418 acre acquisition in 2003. The metes and bounds description in the 2003 easement will be modified to include the additional 3.8863 acres. NRCS has approved this modification, as required under the easement. In addition,NRCS has recognized the addition of 3.8863 acres to the existing easement area as an acceptable donation of an interest in real property by the Town to NRCS under the NRCS draft gift acceptance policy. Such a donation is further authorized by the New York State Constitution. The 3.8863 acre easement will be acquired using Community Preservation Funds. The purchase price is $65,000 (sixty-five thousand dollars)per acre for the 3.8863 acre easement plus acquisition costs. The property is listed on the Town's Community Preservation Project Plan as property that should be preserved due to its agricultural value. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcel of land is on file in Land Preservation Department, Southold Town Hall Annex, 54375 Route 25, Southold,New York, and may be examined by any interested person during business hours. Dated: October 6, 2015 BY ORDER OF THE TOWN BOARD OF THE TOWN OF SOUTHOLD Elizabeth A. Neville Southold Town Clerk Please publish on October 6, 2015 and forward one affidavit of publication to Elizabeth A. Neville, Town Clerk, Town Hall, P O Box 1179, Southold,NY 11971. Copies to: The Suffolk Times Town Board Town Attorney TC Bulletin Bd Website Land Pres SOUTHOLD TOWN BOARD PUBLIC HEARING October 20, 2015 4:32 PM Present: Supervisor Scott Russell Justice Louisa Evans Councilman William Ruland Councilwoman Jill Doherty Councilman James Dinizio, Jr. Councilman Bob Ghosio, Jr. Town Clerk Elizabeth Neville Town Attorney Bill Duffy This hearing was opened at 4:54 PM COUNCILMAN GHOSIO: NOTICE IS HEREBY GIVEN that pursuant to the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands) of the Town Code,the Town Board of the Town of Southold hereby sets Tuesday, October 20,2015, at 4:32 p.m., Southold Town Hall, 53095 Main Road, Southold,New York as the time and place for a public hearing for the purchase of a development rights easement on property owned by Walker/McCall,LLC. Said property is identified as SCTM#1000-115.-8-3.6. The address is 21140 Main Road (NYS Route 25) in Mattituck .The property is located in the Agricultural- Conservation (A-C) Zoning District and is situated on the southerly side of Main Road (NYS Route 25), approximately 820 feet east of the intersection of Locust Avenue with Main Road (NYS Route 25) in Mattituck,New York. The proposed acquisition is for a development rights easement on 3.8863 acres. The 3.8863 acre area is part of a 28.6496 acre farm on which 24.5418 acres are subject to a Deed of Development Rights dated the 25"' day of August, 2003, between John Elak and the Town of Southold and recorded in the Suffolk County Clerk's Office in Liber D00012273 at Page 138 on September 19, 2003. The 3.8863 acre area was excluded from the recorded 2003 Deed of Development Rights. Federal monies obtained through a United States Department of Agriculture -Natural Resources Conservation Service ("NRCS") grant#73-2C31-02-671 were used to fund part of the 24.5418 acre acquisition in 2003. The metes and bounds description in the 2003 easement will be modified to include the additional 3.8863 acres. NRCS has approved this modification, as required under the easement. In addition,NRCS has recognized the addition of 3.8863 acres to the existing easement area as an acceptable donation of an interest in real property by the Town to NRCS under the NRCS draft gift acceptance policy. Such a donation is further authorized by the New York State Constitution. The 3.8863 acre easement will be acquired using Community Preservation Funds. The purchase Public Hearing-DRE Walker/McCall page 2 October 20, 2015 price is $65,000 (sixty-five thousand dollars)per acre for the 3.8863 acre easement plus acquisition costs. The property is listed on the Town's Community Preservation Project Plan as property that should be preserved due to its agricultural value. FURTHER NOTICE is hereby given that a more detailed description of the above mentioned parcel of land is on file in Land Preservation Department, Southold Town Hall Annex, 54375 Route 25, Southold,New York, and may be examined by any interested person during business hours. I do have here a signed affidavit that this hearing had been noticed and affixed in a proper and substantial manner on the Town clerk's bulletin board here in Southold and that is notarized. I also have here a copy of the legal notice that appeared in the Suffolk Times dated October 15, 2015 and I do have here a memorandum from Principal Planner Mark Terry concerning the LWRP `the proposed action is consistent with the policy standards and therefore is consistent with the LWRP.' That's it. SUPERVISOR RUSSELL: Would anybody like to address the Town Board on this particular local law? MELISSA SPIRO: Melissa Spiro, Land Preservation Coordinator. As we just heard, this is a small farm but it is surrounded by a larger, protected farm so it will be 28 acres when the town purchases these development rights. The current landowner applied to the town for the town to purchase the development rights on what was the excluded area and that's what the subject of the hearing is tonight. In 2003, the subject area was designed and set back from the road and pretty much surrounded by the preserved land at that time. the area is made up of prime soils and it is and I believe it always has been farmed as one, so it was cut out as a separate area but not in farming. The Committee reviewed the location and the design and for this particular property, the Land Preservation Committee supports the elimination of this development area. The towns purchase of the development rights will eliminate the development area and it will result in the entire just over 28 acre farm for agricultural purposes. The town received federal grant funds towards the 2003 purchase, the town is not receiving grant funds towards the purchase of this 3.8 acre area. As noted, Community Preservation Funds will be used for the town's purchase. In 2003, John Elak worked with the Peconic Land Trust and recorded an overlay deed of conservation easement for the purpose of adding additional terms for preserving and protecting the property's scenic open space and agricultural value. The currently landowner, Russ McCall, is also working with Peconic Land Trust to amend that easement to include the 3.8 acre area and to add additional terms. Luke from Peconic Land Trust is here and he is going to address those additional points. Thank you. LUKE MCKAY: Luke McKay, Peconic Land Trust. As Melissa mentioned, back in 2003 in addition to selling the development rights to the town, the Elak's voluntarily donated an overlay conservation easement further protecting entire farm to the Peconic Land Trust. Although reinforcing many of the restrictions at the town easement, the trust overlays also restricted the farm to no more than 10 percent coverage by agricultural structures and no more than 10,000 Public Hearing-DRE Walker/McCall page 3 October 20, 2015 square feet of greenhouses. Since the trust overlay easement covers the entire farm, the entire 28 acre farm, including the 3.8 acre portion the town is proposing to purchase the development rights from, the trust has to amend its overlay easement to account for this change. As part of that amendment process, the current landowner Russ McCall is voluntarily further restricting the farm by limiting agricultural structures to 2 percent of the farm which is approximately half an acre and donating an affirmative farming covenant that restricts certain agricultural uses and requires the farm to remain in active, agricultural production, primarily food production, in perpetuity. Thank you. SUPERVISOR RUSSELL: Thank you. Anybody like to address the Board on this particular public hearing? (No response). This hearing was closed at 5:01 PM Elizabeth A.Neville Southold Town Clerk S E Q R A P U R C H A S R E S O L U T I O N RESOLUTION 2015-883 4MP qn; ADOPTED DOC ID: 11220 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-883 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 20, 2015: WHEREAS, the Town Board of the Town of Southold held a public hearing on the question of the purchase of a development rights easement on a certain parcel of property owned by Walker/McCall LLC on the 201h day of October, 2015, at which time all interested parties were given the opportunity to be heard; and WHEREAS, said property is identified as SCTM #1000-115.-8-3.6. The address is 21140 Main Road (NYS Route 25) in Mattituck. The property is located in the Agricultural-Conservation (A-C) Zoning District and situated on the southerly side of Main Road (NYS Route 25) approximately 820 feet easterly from the intersection of Locust Avenue with Main Road (NYS Route 25) in Mattituck,New York; and WHEREAS, the proposed acquisition is for the purchase of a development rights easement on a 3.8863 acres. The 3.8863 acre area is part of a 28.6496 acre farm on which 24.5418 acres are subject to a Deed of Development Rights dated the 25th day of August, 2003, between John Elak and the Town of Southold and recorded in the Suffolk County Clerk's Office in Liber D00012273 at Page 138 on September 19, 2003. The 3.8863 acre area was excluded from the recorded 2003 Deed of Development Rights; and WHEREAS, federal monies obtained through a United States Department of Agriculture = Natural Resources Conservation Service ("NRCS") grant#73-2C31-02-671 were used to fund part of the 24.5418 acre acquisition in 2003. The metes and bounds description in the 2003 easement will be modified to include the additional 3.8863 acres. NRCS has approved this modification, as required under the easement. In addition,NRCS has recognized the addition of 3.8863 acres to the existing easement area as an acceptable donation of an interest in real property by the Town to NRCS under the NRCS draft gift acceptance policy. Such a donation is further authorized by the New York State Constitution; and WHEREAS, the 3.8863 acre easement will be acquired using Community Preservation Funds. The purchase price is $65,000 (sixty-five thousand dollars) per acre for the 3.8863 acre easement plus acquisition costs; and WHEREAS, the property is listed on the Town's Community Preservation Project Plan as property that should be preserved due to its agricultural value; and WHEREAS, the purchase of the development rights on this property is in conformance with the provisions of Chapter 17 (Community Preservation Fund) and Chapter 70 (Agricultural Lands Preservation) of the Town Code, and WHEREAS, the proposed action has been reviewed pursuant to Chapter 268 (Waterfront Resolution 2015-883 Board Meeting of October 20, 2015 Consistency Review) of the Town Code and Local Waterfront Revitalization Program ("LWRP") and the LWRP Coordinator has recommended that this action is consistent with the LWRP; and WHEREAS,®the Land Preservation Committee has reviewed the application for the acquisition, and recommends that the Town Board acquire the development rights easement; and WHEREAS, the Town Board deems it in the best public interest that the Town of Southold purchase the development rights on this agricultural land; and, WHEREAS,the Town Board of the Town of Southold classifies this action as an Unlisted Action pursuant to the SEQRA Rules and Regulations, 6NYCRR 617.1 et. Seq.; and, WHEREAS, the Town of Southold is the only involved agency pursuant to SEQRA Rules and Regulations; and, WHEREAS, the Town Board of the Town of Southold accepted the Short Environmental Form for this project that is attached hereto; now, therefore, be it RESOLVED that the Town Board of the Town of Southold hereby finds no significant impact >_ on the environment and declares a negative declaration pursuant to SEQRA Rules and Regulations for this action; and be it further RESOLVED that the Town Board of the Town of Southold hereby elects to purchase a development rights easement on agricultural land owned by Walker/McCall LLC, identified as SCTM #1000-115.-8-3.6. The proposed action has been reviewed pursuant to Chapter 268 (Waterfront Consistency Review) of the Town Code and the LWRP and the Town Board has determined that this action is.consistent with the LWRP. 0��67'40t2& Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:Louisa P. Evans, Justice AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell Updated: 10/21/2015 5:24 PM by Elizabeth A. Neville Page 2 617.20 Appendix C State Environmental Quality Review SHORT ENVIRONMENTAL ASSESSMENT FORM For UNLISTED ACTIONS Only PART I -PROJECT INFORMATION To be completed by Applicant or Project Sponsor) 1. APPLICANT/SPONSOR 2. PROJECT NAM D,,CM?,,r V 'e OwN JC�fw 4 WG kPr c LL C 3. PROJECT LOCATION: Municipality 4�z—)o LVTO.® County :;Uv FOS-1rc 4. PRECISE LOCATION(Street address and road intersections,prominent landmarks,etc.,or provide map) 5CC'M*t000- X15. -S tl,.6 21 ACS MA%N raokD I (N\p.'CC't�uCr` 5. PROPOS D ACTION IS: Q New ] Expansion E] Modification/alteration 6. DESCRIBE PROJECT BRIEFLY: -'O-e 3. lb"'3 acre cace0. «. 'Rotz'C a 2'9. Gktcic QC(.. -Qrm ori. aty'st�\ C"-"eS car'Q sub'o 2 tct ee -� ev 2L e�� \ � 7. AMOUNT OF LA D AFFECTED: Initially (� acres Ultimately (� acres 8. WILL PROP ED ACTION COMPLY WITH EXISTING ZONING OR OTHER EXISTING LAND USE RESTRICTIONS? es E] No If No,describe briefly 9. WHAT IS PRESENT LAND USE IN VICINITY OF PROJECT? esidential [] Industrial ; Commercial [glAgdwiture F] Park/Forest/Open space E] Other Describe: 10. DOES ACTION INVOLVE A PERMIT APPROVAL,OR FUNDING,NOW OR ULTIMATELY FROM ANY OTHER GOVERNMENTAL AGENCY (FEDERAL,STATE OR L )? nYes No If Yes,list agency(s)name and permittapprovals: 11. DOES ANY ASPECT OF THE ACTION HAVE A CURRENTLY VALID PERMIT OR APPROVAL? Yes 2 No If Yes,list agency(s)name and permit/approvals: 12. ASA RESULT OF PROPOSED ACTION WILL EXISTING PERMIT/APPROVAL REQUIRE MODIFICATION? Yes 140 I CERTIFY THAT THE INFO MATION PROVIDED ABOVE IS TRUE TO THE BEST OF MYVNOWLEDGE Applicant/sponsor name: �� ' Ji O t Date: 4) Signature: If the action is in the Coastal Area, and you are a state agency, complete the Coastal Assessment Form before proceeding with this assessment OVER 1 � ese PART II - IMPACT ASSESSMENT To be completed by Lead Agency) A. DOES ACTION E EED ANY TYPE I THRESHOLD IN 6 NYCRR,PART 617.4? If yes,coordinate the review process and use the FULL EAF Yes No B. WILL ACTION RECEIVE COORDINATED REVIEW AS PROVIDED FOR UNLISTED ACTIONS IN 6 NYCRR,PART 617.6? If No,a negative declaration mYNo uperseded by another involved agency. 11 Yes C. COULD ACTION RESULT IN ANY ADVERSE EFFECTS ASSOCIATED WITH THE FOLLOWING:(Answers may be handwritten,if legible) C1. Existing air quality,surface or groundwater quality or quantity,noise levels,existing traffic pattern,solid waste production or disposal, potential for erosion,drainage or flooding problems? Explain briefly: 6U C2. Aesthetic,agricultural,archaeological,historic,or other natural or cultural resources;or community or neighborhood character?Explain briefly: N C3. Vegetation or fauna,fish,shellfish or wildlife species,significant habitats,or threatened or endangered species?Explain briefly: fv0 C4. A community's existing plans or goals as officially adopted,or a change in use or intensity of use of land or other natural resources?Explain briefly: NU C5. Growth,subsequent development,or related activities likely to be induced by the proposed action?Explain briefly: 1 v� C6. Long term,short term,cumulative,or other effects not identified in C1-05? Explain briefly: Ivo C7. Other impacts(including changes in use of either quantity or type of energy)? Explain briefly: D. WILL THE PROJECT HAVE AN IMPACT ON THE ENVIRONMENTAL CHARACTERISTICS THAT CAUSED THE ESTABLISHMENT OF A CRITICAL ENVIRONMENTALR EA(CEA)? ElYes Io If Yes,explain briefly: E. IS THERE,OR IS TPAEklE LIKELY TO BE,CONTROVERSY RELATED TO POTENTIAL ADVERSE ENVIRONMENTAL IMPACTS? ❑ Yes o If Yes,explain briefly: PART III-DETERMINATION OF SIGNIFICANCE(To be completed by Agency) INSTRUCTIONS: For each adverse effect identified above,determine whether itis substantial,large,important or otherwise significant. Each effect should be assessed in connection with its(a)setting(i.e.urban or rural);(b)probability of occurring;(c)duration;(d)irreversibility;(e) geographic scope; and(f) magnitude. If necessary, add attachments or reference supporting materials. Ensure that explanations contain sufficient detail to show that all relevant adverse impacts have been identified and adequately addressed. If question D of Part If was checked yes,the determination of significance must evaluate the potential impact of the proposed action ortthe environmental characteristics of the CEA Check this box if you have identified one or more potentially large or significant adverse impacts which MAY occur.Then proceed directly to the FUL EAF and/or prepare a positive declaration. Checkthis box if you have determined,based on the information and analysis above andan upporting documentation,that the proposed action WIL NOT result iinn`any "9significant adverse environmental impacts AND provide,on attachme as necessary,the reasons supporting this determination `J C 1400 CName of Lead Agency Date Ja<o—TC-- ZlaSS a L-L-- Wf� Print or Type Name of Responsible Officer in Lead Agency Title of ResponsOfficer Signature of Responsible Officer in Lead Agency Sig a e of eparer(If differ in res onsibie officer) R+e e11 OFFICE LOCATION: ��®f S®Ury®� MAILING ADDRESS: Town Hall Annex �® a ® P.O. Box 1179 cue Southold, NY 11971 54375 State Route 25 (cor. Main Rd. &Youngs Ave.) Southold, NY 11971 aQ Telephone: 631 765-1938 LOCAL WATERFRONT REVITALIZATION PROGRAM TOWN OF SOUTHOLD MEMORANDUM OCT 14 2015 To: Town of Southold Town Board DEPT.OF LAND From: Mark Terry, Principal Planner KPRESERVATION LWRP Coordinator Date: October 9, 2015 Re: Proposed Purchase of a Development Rights Easement on Property owned by Walker/McCall, LLC. SCTM #1000-115.-8-3.6 Zoning District Agricultural-Conservation (A-C) Location: 21140 Main Road (NYS Route 25) The proposed acquisition is for a development rights easement on 3.8863 acres. The 3.8863 acre area is part of a 28.6496 acre farm.on which 24.5418 acres are subject to a Deed of Development Rights dated the 25th day of August, 2003, between John Elak and the Town of Southold and recorded in the Suffolk County Clerk's Office in Liber D00012273 at Page 138 on September 19, 2003.The 3.8863 acre area was excluded from the recorded 2003 Deed of Development Rights. The action has been reviewed to Chapter 268, Waterfront Consistency Review of the Town of Southold Town Code and the Local Waterfront Revitalization Program (LWRP) Policy Standards. Based upon the information provided on the LWRP Consistency Assessment Form submitted to this department as well as the records available to me, it is my recommendation that the proposed action is CONSISTENT with the Policy Standards and therefore is CONSISTENT with the LWRP. Please contact me at (631) 765-1938 if you have any questions regarding the above recommendation. Cc: Bill Duffy, Town Attorney Melissa Spiro, Land Preservation Coordinator C L O S I N G S T A T E M E N T CLOSING STATEMENT WALKER/McCALL, LLC to TOWN OF SOUTHOLD SCTM #1000-115.-8-3.6 Total Development Rights Easement— 3.8863 acres Total Parcel Acreage— 3.8863 acres Premises: 21140 Main Road, Mattituck Closing took place on Thursday, March 10, 2016 at 1:00 p.m., Southold Town Hall Annex Purchase Price of $ 252,609.50 ($65,000 per buildable acre) disbursed as follows: Payable to Walker/McCall, LLC $ 252,609.50 Check#127921 (3/8/2016) Expenses of Closing: Appraisal Payable to Elinor Brunswick, MAI $ 2,000.00 Check #121696 (7/15/2015) Environmental Report (Phase I ESA) Payable to Nelson, Pope & Voorhis, LLC $ 1,000.00 Check #124884 (5/19/2015) ------ - ---- - - - --- - -- - - - --- - -------. ---------- - --- ------- -- - - ----------- ------ --- TOWN OF SOUTHOLD VENDOR .02972 WALKER—MCCALL, LLC 03/08/2016 CHECK 127921 I FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT CM .8660 .2.600.100 15-883 031016 3.8863 AC—MCCALL—DEV RTS 252,609.50 TOTAL 252,609.50 „�,�,�t-,�,__.-..{��ky AYµ:•-, r- ✓Lj, y� f � i.[ :Iii-�3 rc .'• '`i !} `e�.'�`',•a• ..�Z.. —mrx— I' T'tC'�;'t�"� �u Y` .CNS •�'... ^t'a ,.. 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I,1'; aI,I li 1'' ';Ii;,11 1,L. .1;.11 ?-- -__-: -,:, -: _ II" 4X11, i,l: a"i'�°�! -° _,_ - ._, - _•• . 11,I ,L,. ;.,ti'�11 1 '11',.11, _ - =_-°; - _ - . •.;11 ,,,; i;';I �; ,,,;i., q ,: �,: - ;,,jl, .,I•. Il;ir',i�. .j;,,,l',;,'i;`,,; , !L, _- _-- -_' - =_= __ __: ''1�„•,1,t !,n i,I ;d; �1 _ .y ___ _- 1,0 II„'.I, �i ..'i,,. ��;I"•, nl,'ti A 1T 'CCALY CI N{ �_ __ = n„11• d„' '',d Irl' _ _ __ - „I „11,1„1 TO;x E SS MCCA ORD�R PO BOX 271 _ __ ___ __ ___ ___ _ •IIT II'•I' "II• '11i `';'r ;'�•• _____-_ ___ _ _ _ _ - ':l i''' II'1 "II ;,i;, 1 =_ _ _ _ ___ =_ - _ -__ 'J;,I II;i� 111; 11•, Id i I I''d.'I'. _ - - _ - - _ 'i1�Ili�,l ,,I �,I,I ,,,1, I,i, __ _-_ _ - -- -. II” 1 279 2 LII” 1:0:214054641: 63 000004 Olio BRUNSWICK APPRAISAL CORP. REAL ESTATE APPRAISERS AND CONSULTANTS PO BOX 674 ROCKVILLE CENTRE,NEW YORK 11571 (631)421-2344 FAX(631)424-9246 E-Mail:elinor@brunswickappraisalcorp.com Elinor Brunswick,MAI Armand Brunswick,MAI State Certified General Appraiser 1881-1960 Sanford S.Brunswick 1922-2013 July 1, 2014 Town of Southold Department of Land Preservation Southold Town Hall Annex 54375 State Route 25 P.O. Box 1179 Southold,New York 11971-0959 Attention: Melissa A. Spiro, Land Preservation Coordinator RE: Elak Property 21140 Route 25, Mattituck NY Tax Map # 1000-115-8-3.6 Invoice# 1000-26 INVOICE Real Estate Appraisal $2,000 RECCE V E 0 J U L 3 2014 ! DEPT.OF LAND PRESERVATION .............. ' .----'-'--------- . ......... ------------------- --'............-- . ....................... •..................... ----------------------- ...__.......... ' TOWN OF SOUTHOLD I VENDOR 005409 ELINOR BRUNSWICK, MAI 07/15/2014 CHECK 121696 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT H3 .8660.2.500.200 26935 1000-26 ELAK(MCCALL) APPRAISAL 2,000.00 TOTAL 2,000.00 ��yy„Jy;sip�•(�.%�-�-._'...;^`r.-.�• r Aq i . ycJ K�kl+'''�gw�.�1� w5�",rl�'ir':m t"'m�N�.�4,,�,��Il�i,�. y-"MN4.F\Lcl�'9,I'Cw�3'h2•�'IQWIFl����I�b���,tl�w+=(` ���i,Ki 1���1�3 i4'� �5-'n.� 'py�.'tlq�`C"^•.wJ)�,• I��'W �IiWynp�'�ly�p',�1"'^��iy°%"A�' "�j'• 546:"a^�rv�"'i� u i•`."�&'�y�,d� bi,�, 54+.-.'t�I.li,.� (" �' �' I��� �• � '1Qn" �0M•-'�a' ^dAUX , �'�a ....� t� TSb*l'F�} ".K'b=\'°W" C���`'.k+4\t�'nc�a�\�•.•'�>�'` '•`-�!r�� •4y � 1J4 .\aNo 61',n, � . � 11�i �y�y+.' i '` a#, » ` l # : ;.` t. 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'^ - ,.<� ';z_-S':x� -c;f.•�a .{�q� �. .Lv "�`..¢Ys c..�..r�'., s t1• y„i'#r �_�y3 ¢.•-r..o, `�av�•;"�: :s,k„�;:r.y'.gi:.tr :,.{�'b Xy �l,�k;`�•> ::y,='• - •y;;r.<., .��5�*"��`«','+.:tit.•:'.;;',�.;�u,F,;42.}si�T.�.`is..,:pFp:.:a'%�•`'"»,�,�°�'';�.�Y�s��,'',`�r��`�i�-�13a���'�'*c��.,��`i"mvi�it±r .�{-#t��,.t ' ",•}s•Y'=°' .vtq;T?�.d,„1,?,"." ,.d• : a - - -ai-• t° t�r,...�`C33t•'vrh'<�`.k�Y.�a �e`,.t,.. � z�"at'"x.Y�i.' �3- :.�e$k...la�..� ;�,g� „';,F.�'.". tea, ,,.,•_ .. �'+f:�+;�`-r ``ar a'I"a>v4:`�•"��:+�„�� n' i L"6=96h►'^ �:0 2A•L40`s r:, 63 000004 Ohh' Invoice Nelson Pope&1/oorhis,LLC 572 Walt Whitman Road Melville,NY 11747 (631)427-5665 May 05,2015 Melissa Spiro Project No: V15X085.001.000 Town of Southold Dept of Land Presery Invoice No: 11630 Town Hall Project Manager Steven McGinn 53095 State Rt 25,PO Box 1179 Southold,NY 11971 Project V15X085.001.000 Walker/McCall Property,Matiituck ProfessionalServices --------------------------------------- Phase ---- -----Site Audit --------- -- --- ----------- Task— 1300 Phase I ESA Contract dated April 9,2015 PO#27458 Phase I Enironmental Site Assessment Work Performed: 4/20-4121/15 Fee 1,000.00 Total this Task $1,000.00 Total this Phase $1,000.00 Total this Invoice $1,000.00 MAY - 8 2015 DEPT,OF LAND PRESERVATION ' I All invoices are due net 30 days. A late charge of 1%per month will be added to any unpaid balance after 30 days. .. ................ . .....-....-•-- ---•---------- ..................... ---------- : . , ------------ : " , ..— ."i . - : . . I , - , '. ---------------- ------- ------------- ...................... ---------- ------ .....------- ................... TOWN OF SOUTHOLD VENDOR 014161 NELSON POPE & VOORHIS, LLC 05/19/2015 CHECK 124884 FUND & ACCOUNT P.O.# ' INVOICE % DESCRIPTION AMOUNT H3 .8660.2.600.100 27458 11630 PHS 1 ESA-WALKER/MCCALL 1,000.00 H3 X8660.2.600.100600.100 27459 11637 PHS 1 ESA-SINATRA 1.,000.00 lr TOTAL 2,000.00 •r7-222 :a jv LIP Ij r ------- -------------- - - - ------ - ---- ----- ----------- ------------- AMP-,' ggg RwQ"'-vrew "rat u - Wo --pl b m! avn��-14 Rwegm p 7 R� tZ ON �R 9-t 10�WE ,sp Opp 9 g4iN-1 a— rl NOR 1 110 R 7-7 WR -Zl My-M,'I'm Rai z ov. mom Qffll- a— MY -Q. • J M" El 'lww 22 po 'w at, as�*w Stewart titlO -'� Real partners. Real pesslbillties,Tra INVOICE INVOICE NUMBER: 24503 DATE: 3/2/2016 TITLE NO.: 1525472 j TITLE CLOSER: Fallon,Pat APPLICANT/CLIENT: Southold Town-Dept.of Land CLOSING DATE/TIME: 3/10/2016 1:00 PM Preservation CLOSING LOCATION: Southold Town-Dept.of Land LENDER'S ATTORNEY: NONE Preservation SELLER'S ATTORNEY: Wickham Bressler&Geasa PC 54395 Route 25-PO Box 1179 OWNER'S POLICY NO: 0-8911-719130 Southold NY 11971 PROPERTY ADDRESS: 21140 Main Road ,Mattituck NY (631)765-5711 11952 TRANSACTION TYPE: Development Rights District: 1000 Section: 115.00 Block:08.00 Lot:003.006 SALES PRICE: $252,609.50 COUNTY: Suffolk PROP TYPE: , Vacant PURCHASER/BORROWER: Town of Southold SELLER(S): Walker McCall LLC tee.:. .y;. ..-- ,'IY. :; :�r';„ °`:-.,f � b �m;6y '0 tt� h>a.�i.y.. :a.`-h.•mo'.i'd5 ';"r,^�.:�, t rVVt tS`,w bn^e' �w•_;r'Y,ei F.s..}._6'"r h. K �`. _6J3"+ ;a.. PREMIUM: Fee Insurance(Liability Amount:$252,609.50 $1,225.00 $1,225.00 ENDORSEMENTS: SEARCH FEES: Search Fee $60.00 $60.00 B ankruptcy/Patriot/UCC NOTE:Exempt from Sale Tax - ,RECORDING FEES:*** 'lease add$5 for each add'1 pg if greater than pg count .;•down Recording Fees 43225:06425.6+ Deed of Development Rights w/TP584(Est at 6 s d.66 Q6D Subordination Agreement(Based on 3 pgs) $165.00 $165.00 Mortgage TAXES:(TRAN5FER/MANSION/MORTGAGE NYS Transfer Tax(usually paid by seller) - NOTE: ** PENALTIES&INTEREST WILL ACCRUE IF NOT RECEIVED BY NYS DT&F WITHN 15 DAYS OF DATE OF DELIVERY.($1,012.00) EXEMPT-See exem tion claimed on TP-584 Peconic Bay Regional Town Transfer Tax($3,552.19) ** EXEMPT-See exemption claimed on Transfer Form ADDITIONAL: - - ` SUBTOTAL: - $1,775.00- S•1,61"+ --$165.00 $0.00 SALES TAX TOTAL: $0.00 $0.00 $0.00 $0.00 TOTAL:j $1,775.00 $13640.00- $165.00 $0.00 RECEIPTS DIRECT CHECKS: AMOUNT- STIC CHECKS: AMOUNT: *Taxable at 8.625%. **Party responsible for payment ***Amount includes Stewart's Recording Service Charge NEW YORK METRO 800-853-4803 212-922-1593 fax 711 Westchester Avenue-Suite 302 300 East 42nd Street,10th Floor 100 Motor Parkway,Suite 150 Stewartnewyork.com White Plains,NY 10604 New York,NY 10017 Hauppauge,NY 11788 ------------- ---- -- --------- ----- --- ....... -------- ---------- ------------------- ------- .•-------- TOWN OF SOUTHOLD •VENDOR 019624 STEWART TITLE INSURANCE CO. 03/08/2016 CHECK 127902 FUND & ACCOUNT P.O.## INVOICE DESCRIPTION AMOUNT r- CM .8660.2.600.100 15-883 ST15-25472A 3 .8863AC-MCCALL-TITLE IN 1, 225.00 CM .8660.2.600.100 15-883 ST15-25472A 3.8863AC-MCCALL-REC EASE 325.00 CM .8660.2.600.100 15-883 ST15-25472A 3 .8863AC-MCCALL-BANK SRC 60.00 TOTAL 1, 610.00 t';1 b• ��4 ("toff.{, tom. �.G g� �',��;1'�s�u+�v Sf`�i�;ii�•i?•;TS�''�v*-i��� :';�t�r:: ;fit �� �� +�'� , '•�+• =ern tai%"� '.l t4'�• fi = � :;!.tT"�ttn`,.•,' : ate'.,. ''-` i } r- 1 . 'e]� o �+ 0 o a e o o ��7777yy w r' � lig• i' ;P.II .I�p,•�d'Ilp, - __-_- 'tTO.Wl1!QB SQ I' •''I:�li- - - _ n�3'f,0.8��.�"„ "t"`�t",�n�i�I i' ,i'f1;�1"yj' �__ CO 5495 MAtN Ii0 tj•PA ;t 9 --_ _-- __ „ 'I++"- n`{'I• I f'I �n I I I ,i"I b ' moi �y'�y Ilyl,I! a�,.l i„III"!o Il•� �'I!, ,bl�. . _ _ _ l 'I''• I'�' InlY ly ll, !;ii!'_,,II, - - - __ =-_ CK V . t!THOLD.• ' I4%�r'yi! !�';,i r-• ".i'"i"' Sld• ''I''I 'u"'j :';r"a - - -__- ;T ,•. FOL'IC'G `NA" TO HEg �Y(A��B'ANK , _DATE,'_ '� tJ 'CUTGHOGUE,14 -11915 / dial 5Q'54fi/ 1;3e 11 `ai•, 03,j,'08,/,2 ,''T6 X1,_61'0' .a� -- �,_r_ v ,' 1,!'I'yl = = _ _ - ,�P id, ;Y',!t�l•; ;'I;I !',1,d'•I'I� _ _ NIE ,.DIA n,;d• ;n, ;I•;'t 1,1„I' d,�d II,d - _ - - - -- _=_ _____:_ li I I'I': i P., I� °liy,vili�j,' -- -- -- - _-- id•'y'i,l '4 I,; i.,lu 'In''u'; -- -- ”-- - .. I,,,;' ni,;',.i.:l.. 'I -' _ _ -. -- �: - ' ,•' I',l' �Ai;•I,I' :;I,1, •il,,;IY - - - :-. _ .'• 'If', '4;1i ;'il� it°i1�"•� � - - --: .--, _._ In I,1!y' '•;i°\IIL, I'�'IIl il'!';U1P,II _ ,- ___ _ __ .:tili�',•IIj 11 A` II,iiQ�}n�l�,"•j•IP Oil;' .fj' -_ - _ -___ jail• °�I' -1'"jl'il• ,II�i1, ",1�'�I� i A�,��' ';"�i` �'i);�' I ���+�;"}�ITL�°_?�hr_�_ 7_ I_�_CE__-_C�1. � ';n;�j',a'., ,�r'�,1 ;��;�''it� I�n __f_.�'. -- _-_-_-- „�I;1;,,;; '?��, a,,,���+i;;,l ��„•,� i1 r µl',!j II,.I`i��Y1:�,rl'1,�'ti?i`^,II -- _ - -- -_-_ - - '�Il,;ids 'II„i ,I„II 1f��, ,��I = - -_ - _ _ •ni, 1 �I I i,� i TO'$`�siE 15 A”`i'BffOADHOLLOW S€73TE= 2'I7' OF,6RDBR MELVIL'LE. NY '1 747 - -_ --_ = n il;'li ;d;'il ,i',I;�;1111. pili' Iii°i lialy• `- -_ - = of ;� � ,;�0!"1�"I�`i�ili'1 'i;';i;'Pi - _- - - - ' - - -- - - - -- •,I', u,d. dl, I;'i 'il„I I,U -- --- - -_ - ,d` oi:' 'I��� y II,, 1171'• - -- - - _ __ _ __ -- _: - I,; •;�� lu In,4•In I„ �"� �_-__- _ ____ - -- i„ I;47:9, - = '- -- -_ --- -- - _-: _-_ _ __ -_-__ •41;d, 'I'r ;'•, 'a„'I 'I��°„''; -_-_- `- _=- -_ _=--_ 'In1 y,,i;,l,i, ���•,!;i 1i.„�!',� _- = - -- - _- -- 11' 1 2790 -211'' '1:0 2 L4054641: 63 000004 011° TOWN OF SOUTHOLD WENDOR 006013 PATRICIA FALLON 03/08/2016 CHECK 127831 FUND & ACCOUNT P.O.# INVOICE DESCRIPTION AMOUNT r- CM .8660 .2 .600.100 15-883 STIS-25472A 3.8863AC—MCCALL—TITLE CL 150.00 TOTAL 150.00 - v' d f: , ��, .�"fiR•..�, c: �-'ko r s. tip' \ —,�.'- � ,,s t_�:1 �-4i�w,s ��:"'t�•1'' J:Lr I,.,y,� •« s.i -ll .ST `.�^r r fT''}ry t •Ia` ,t•�•'�'k+e !'� o,.�,y,;yi 4 r=•+'�:r9'. �L'"t,,.rt 4.' irz`35Y.J �i�%+tu••9. •k 4 L 4,.; {.}•Y- .t G.�u',�k9• G' 713�f".`.C_'iJ k't •sir.,.. '�,.,` a x:.�. k •}'k ."' .2m r -�',ax• � •oar t u�r` =i_is _�,'� r „'lam.u• r'1'�tl. •4CY �.+.•�'��'J��'J '.�"� .i`..I ,J 4'"-�,t..itii:J'',mom • t Li art; - i r- UR ,- TOWNIQ 3503iTHOLO• 4'• I'�y W5 n,,!.I;Sr n;1ii "I'`• "i' i r i4li P.1'Ii;'• Ili ,�1 11'•t� I al' 111 d1 .+�' -_ - -- - _ -- _ .'�l,.�a}, 1�., ��'11.N ,11„ r I' -__-__- - _ -- - �-�HECR•.��J11 ,�-2�;�.Sv�.l,''l •,1'1,. •rJ r- ii" 'li,;;i I,,,•i,; _-_ -__-_--- THEI ���IOL"�! `I�NI 0 "`f�'ANK _ I , "�' ' l`I ! ,.1 11 _ _ 'CUTCF�OGUE; 11 34` DATE- "- A6l1OU !i' '1 iijl' i 41 'Ili•rli, 5(k54fil14 °E9k7E iUND �'IFTYIIT�qN";bY' •1 1',l6i1 "l .', I. -- Ctt�h n. i,J ,n�, ;1 ,, ip.u. - a __ -' _� ';n,• Iln +,.'jl�n 11"i' .'ti(,.A 'CQG: __ - - -:- -- _ `.� i,n1 11,1 I'il'ib, I°'I ':,i�';li r- +11 ,Id, };+1 I,I, ,'l 1, ;v;;ll,'11, - -' __ - _-_ -_ = _ '�Il,,!.,!I,I;a ,I„'+ 11,+; f'j1f 'Qi1 .y- °_ �__ - __ •!I .'ll, II,1 171' 1111,1 ,ry' i'A "1,:FALCON =_- -_ -__ ___ _- ";,1,;1'1' !111+ .1„d I,;,p I,1 _ •J ___:_ ___ - _- �I;1Jr;;,i� :,,,, ;,, I, ;d,'I,!,, ' TO'TF7E 'I''; i0 'T*Hly'fE OAK'_LANE°= ER SOUTHAMPTON NY •1196'8 Or _ 1 ' 1,,, ,'; __ = _ _ ;Il, o, +I', •.1,;1 111. _ __ ;,1; ,1. ; - _ _- __ -_ -_ _ __ YI„' I,;' ,,rix' !�'•''� ---- --= -= =-_ '-__==- - '+„• ;1:.•i:'I,,.,,i'1 ,,+,.,. --= _- -- -_- --_=_ - - _-_ __-_-- _- -__- ••!'r��,;�� I;, I I;' ,1 ";,';.�'��;'; -_ - _ _ - - __ I'1,1;���r� •�,1 ''I; ,r 1„ I'';r'1 - - - - _ -- .__ - __-_ - - -- q!p.. •1''i.•i 111 Id n'� I,'dv 111' --_-• --___- _ _ -__ __ I'l,I� 11,,1;,1�1, a+,4f J11,}I'i,�•+” -°_= __-_- __ :__-- _ its L 2783 LII' , 0:0 2 1L.0,5LiGL, 63 �,0�00004 Olin R E C s O R D E D A M E N D E D E A S E M E N T SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: CORRECTION / DEED Recorded: 04/18/2016 Number of Pages: 11 At: 01 :25 :14 PM Receipt Number : 16-0059188 TRANSFER TAX NUMBER: 15-26044 LIBER: D00012860 PAGE : 890 District: Section: Block: Lot: -DO 115. 00 08 . 00 003. 005 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $252, 609.50 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $55 . 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 .50 NO Cert.Copies $13 .75 NO RPT $400 . 00 NO Transfer tax $0 .00 NO Comm.Pres $0 . 00 NO Fees Paid $769.25 TRANSFER TAX NUMBER: 15-26044 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County r Fil F21 RECORDED Number of pages 1016 Apr- 1=: Q1:25:14 PM Jr-UNTH A. PgSCGLc CLERK OF FL This document will be public '"L L��cLE. __` ; L ��Ji2c-860�6ll record. Please remove all r' 8411 Social Security Numbers DT* 15.26044 prior to recording. - Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES i ortgage Amt. Page/Filing Fee 1. Basic Tax Handling 00 2. Additional Tax TP-584 Sub Total Spec./Assit. Notation or EA-52 17(County) /: Sub Total Spec./Add. EA-5217(Sta —�— — TOT.MTG.TAX - �� CD Dual Town Dual County — R.P.T.S.A. Held for Appointment Comm.of Ed. 5. 00 Transfer Tax • + Mansion Tax The property covered by this mortgage is Copy , or will be improved by a one or two ?rified �� family dwelling only. NYS Surcharge 15. 00Sub Total • "� YES or NO Other If NO,see appropriate tax clause on Grand Total a' _ page# of 's ins meet SOA _ 4 Dist /Q; 16011164 Sn� � �6 5 Community Preservation Fund Real Property P T S Consideration Amount$ � Tax Service R LPA A CPF Tax Due $ Agency 18-APR-1 Ve' c on Improved , 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD&RETURN TO: Vacant Land 1)j-1-AA111 QoKOSk/ TD TOWN aF fou Ps"1TD u�Ara�v P a,Sax /i79 TD s6r�ryo cn, AY J q71 Mail to:Judith A. Pascale, Suffolk County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name ,S7-EAk.- Tire J/VS,dQ. www.suffolkcountyny.gov/clerk Tide# 5- ,t .2 8 Suffolk County Recording & Endorsement Page p Y-y-e-cA0`/ This page forms part of the attached &'ybVdaz UEFA Oir A 6-16PM0A1'r /P/G11;zr _made by: (SPECIFY TYPE OF INSTRUMENT) The premises herein is situated in SUFFOLK COUNTY,NEW YORK TO In the TOWN of Sd u7z-ho e� 'T cJnJ a F c76u7V-gMP7VA/ In the VILLAGE _ or HAMLET of BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. f1�21rc-*-2:f}S dF�J10/l fe ,0{ AMENDED �aoiS DEED OF DEVELOPMENT RIGHTS�u��-a''' '"' �xG bf e«� o- HIS AMENDED OF DEVELOPMENT RIGHTS is � the day of 2016 at SoutholdDE D , New York. The parties re Walker M Call LLC c/o Russell McCall, P.O. Box 271, Cutchogue, 2-V New York 11952 (herein called "Grantor"), and the TOWN OFF SOUTHOLD, a municipal corporation, having its principal office at f 53095 Main Road, P.O. -Box 1179, Southold, New York 11971 (herein called "Grantee"). INTRODUCTION _ WHEREAS, Grantor is the owner in fee simple of 28.6496 acres of certain real property located in the Town of Southold, Suffolk County, New York, identified as SCTM #1000-115-8-3.5, 3.6 and 3.7, hereinafter referred to as the "Property" and shown on the survey prepared by Joh-n C. Ehlers Land Surveyor dated November 29, 2002 and last revised June 26, 2003 (a reduced copy of which is attached hereto and made a part hereof and hereinafter referred to as the "Survey"),; and WHEREAS, by Deed of Development Rights dated August 25, 2003 and recorded in the Suffolk County Clerk's Office at Liber 12273,' page 138, (the "2003 Deed of Development Rights") Grantee, Town of Southold (the "Town") purchased development rights for a 24.5418 acre portion of the Property from John Elak, the predecessor in interest of Grantor herein, said portion identified as SCTM #1000-115-8-3.5 and described in a "Rider to Deed of Development Rights dated August 25, 2003 between John Elak and Town of Southold" (the "Rider") recorded with the 2003 Deed of Development Rights; and WHEREAS, the Town received partial funding from the United States of America Department of Agriculture, Natural Resources Conservation Service, for the purchase of development rights in 2003 described in the preceding paragraph; and WHEREAS, a 28.4281-acre portion of the Property, further identified as SCTM #1000-115-8-3.5 and 3.6, is further encumbered by a Deed of Conservation Easement donated by John Elak to-the Peconic Land Trust dated August 25, 2003, and recorded on October 20, 2003, in the Office of the Clerk of the County of Suffolk, New York, at Liber 12278, Page 718; which was amended and restated on 10 , 2016 to preserve and further protect the Property's scenic, open space and agricultural values, including an Affirmative Farming Covenant, so that the Property shall remain in active agricultural production and only be used for agricultural purposes; and WHEREAS, the Town now wishes to purchase additional development rights from the Property; consisting of 3.8863 acres, identified as SCTM #1000-115-8-3.6, and also described as "Reserved Area #2" in the Rider; and WHEREAS, the parties now wish to amend the 2003 Deed of Development Rights to modify the Rider and to reflect the purchase of the additional development rights on the 3.8863 acres identified as SCTM #1000-115-8-3.6 by Grantee. This is the only change in this Amended Deed of Development Rights. NOW, THEREFORE, in consideration of Two Hundred Fifty-Two Thousand Six Hundred and Nine and 50/100 DOLLARS ($252,609.50) and other good and valuable consideration paid to the Grantor, the . receipt of which is hereby acknowledged, the Grantor does hereby grant, transfer, bargain, sell and convey to the Grantee this Amended Deed of Development Rights, in gross, which shall be binding upon- and shall restrict the premises identified as SCTM #1000-115-8-3.6 and shown on the survey attached hereto and made a part hereof. ARTICLE ONE SALE GRANTOR, for TWO HUNDRED FIFTY-TWO THOUSAND SIX HUNDRED AND NINE AND 50/100 DOLLARS ($252,609.50.00) and such other good and valuable consideration, hereby grants, releases, and conveys to Grantee this Amended Deed of Development Rights, in perpetuity, together with all rights to enforce it. Grantee hereby accepts this Amended Deed of Development Rights in perpetuity, and _ undertakes to enforce it against Grantor. ARTICLE TWO PRIOR DEED OF DEVELOPMENT RIGHTS INCORPORATED The terms and conditions of the Deed of Development Rights dated August 25, 2003 and recorded in the Suffolk County Clerk's Office at Liber 12273, page 138, remain in full-force and effect and are hereby incorporated-herein by reference, except as provided herein. 2 ARTICLE THREE RIDER TO 2003 DEED OF DEVELOPMENT AMENDED The document entitled "Rider,to Deed of Development-Rights dated August 25, 2003 between John Elak and, Town of Southold" is hereby amended and the amended version is'attached hereto as Schedule ""A" and incorporated herein. ARTICLE FOUR INTEREST OF UNITED STATES OF AMERICA If this Amended Deed of Development Rights and the 2003 Deed of Development Rights are ever extinguished, then the United States of America shall be entitled to compensation as set forth in the 2003 Deed of Development Rights, page 12, less the fair market value at the time of condemnation of the 3.8863 acres identified as SCTM #1000-115-8-3.6. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Amended Deed of Development Rights on the day and year,set forth above. ACKNOWLEDGED AND ACCEPTED: WALKER/MCCALL, LLC, Grantor BY: RUSSELL MCCALL, Managing Member ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: SC TT A. RUSSELL, SUPERVISOR ARTICLE THREE RIDER TO 2003 DEED OF DEVELOPMENT AMENDED The document entitled "Rider to Deed of Development Rights dated August 25, 2003 between John Elak and Town of Southold" is hereby amended and the amended version is attached hereto as Schedule "A" and incorporated herein. ARTICLE FOUR INTEREST OF UNITED STATES OF AMERICA If this Amended Deed of Development Rights and the 2003 Deed of Development Rights are ever extinguished, then the United States of America shall be entitled to compensation as set forth in the 2003 Deed of Development Rights, page 12, less the fair market value at the time of condemnation of the 3.8863 acres identified as SCTM #1000-115-8-3.6. IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Amended Deed of Development Rights on the day and year set forth above. ACKNOWLEDGED AND ACCEPTED: WALKER/MCCALL, LLC, Grantor s 1 ` BY: RUSSELL M CALL, Managing Member ACKNOWLEDGED AND ACCEPTED: TOWN OF SOUTHOLD, Grantee BY: SCOTT A. RUSSELL, SUPERVISOR 3 Acceptance of Property Interest by the Natural Resources Conservation Service The Natural Resources Conservation Service, United States Department of Agriculture, an agency of the United States Government, hereby accepts and approves the foregoing Deed of Development Rights, and the rights conveyed therein, on behalf of the United States of America. Authorized Signatory for the NRCS Dennis A. DeWeese, Acting State Conservationist STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS:- On the me day of ec--&m r in the year 2015 before me, the undersigned, personally appeared Russell McCall, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the ' trument, the individual, or the person upon behalf of which the in ' ual acted, executed the instrument. Signature/office of individual taking acknowledgement DONNA McGAHAN Notary Public, State of New York STATE OF NEW YORK) No. 01 MC4851459 SS: Qualified in Suffolk County COUNTY OF SUFFOLK) Commission Expires Aug. 18, 201$ On this/6 day of /Mel-f in the year 2016 before me, the 41- undersigned, personally appeared Scott A. Russell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public PATRICIA L. FALLON i Notary Public, State Of New York No. 01 FA4950146 Qualified in Suffolk County f q Commission Expires April 24, 4 Acceptance by the Natural Resources Conservation Service The Natural Resources Conservation Service, United States Department of Agriculture, an agency of the United States Government, hereby accepts and approves the foregoing Deed of Development Rights, and the rights conveyed therein, on behalf of the United States of America. *Ao Wei 8 y or the N R C S Gregory A. Kist, State Conservationist STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: On the day of in the year 2016 before me, the undersigned, personally appeared Russell McCall, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Signature/office of individual taking acknowledgement STATE OF NEW YORK) COUNTY OF SUFFOLK) SS: On this day of in the year 2016 before me, the undersigned, personally appeared Scott A. Russell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public 4 STATE OF NEW YORK ) COUNTY OF .V4/4/V /-0/'/5fS: On thisda y of ����u ' in the year 2016 before me, the undersigned, personally appearec, GrN �c- ll ��f� ersonally known to me or proved to me on the basis OR s isfac 0 v evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the dividual acted, executed the instrument. N ry Public KIMBERLEY A.GLENN Notary Public No.01 GL5089252 County of Onondaga,State of N.X Commission Expires: December 8, 5 SCHEDULE A ALL that certain plot, piece or parcel of land with the buildings and improvements thereon erected, situate, lying and being at Cutchogue, in'the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Main Road (NYS Route 25) at the northeast corner of the premises herein described; said point being 175 feet westerly as measured along the said southerly side of Main Road(NYS Route 25) from the northwesterly corner of land now or formerly of Dickerson; said point also marking the northwest corner of lands now or formerly of John and Anne Elak as contained in deed Liber 7934 page 481; from said point of beginning RUNNING THENCE along said land now or formerly of John and Anne Elak the following two (2) courses and distances: South 06 degrees 44 minutes 37 seconds East, 276.18 feet; North 81 degrees 09 minutes 13 seconds East, 85.21 feet; THENCE along land now or formerly of John and Anne Elak and along land now or formerly of Frances J. Bogut and John F. Bogut and along lands now or formerly of James F. Brush and Nancy J. Brush, Gerard Shaw and Susan Shaw and Anthony Lauro and Patricia Lauro, South 02 degrees 18 minutes 57 seconds East, 1,759.54 feet to the northerly side of New Suffolk Avenue; THENCE northwesterly and westerly along New Suffolk Avenue the following two (2) courses and distances: North 65 degrees 10 minutes 37 seconds West, 75.12 feet; South 83 degrees 11 minutes 30 seconds West, 593.63 feet to land now or formerly of Alma T. Suter; THENCE northwesterly along said land North 02 degrees 07 minutes 26 seconds West, 1,721.34 feet to other land now or formerly of John and Anne Elak; THENCE along said land the following two (2) courses and distances: North 83 degrees 22 minutes 44 seconds East, 125.00 feet; North 02 degrees 07 minutes 26 seconds West, 275.00 feet to the southerly side of Main Road(NYS Route 25); THENCE easterly along said southerly side of Main Road(NYS Route 25) North 83 degrees 22 minutes 44 seconds East, 422.54 feet to the point or place of BEGINNING. 3.S EXCEPTING THEREFROM THE FOLLOWING RESERVED AREA: ALL that certain plot, piece or parcel of land with the buildings and improvements thereon erected, situate, lying and being at Cutchogue, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Main Road(NYS Route 25) at the, northeast corner of the premises herein described; said point being 175 feet westerly as measured along the said southerly side of Main Road(NYS Route 25) from the northwesterly corner of land now or formerly of Dickerson; said point also marking the northwest corner of lands now or formerly of John and Anne Elak as contained in deed Liber 7934 page 481; from said point of beginning RUNNING THENCE along said land now or formerly of John and Anne Elak the following two (2) courses and distances: South 06 degrees 44 minutes 37 seconds East, 276.18 feet; North 81 degrees 09 minutes 13 seconds East, 85.21 feet; THENCE South 02 degrees 18 minutes 57 seconds East, 25.17 feet; THENCE South 81 degrees 09 minutes 13 seconds West, 108.28 feet; THENCE North 06 degrees 44 minutes 37 seconds West, 302.17 feet to the southerly side of Main Road(NYS Route 25); THENCE easterly along said southerly side of Main Road(NYS Route 25) North 83 degrees 22 minutes 44 seconds East, 25.00 feet to the point or place of BEGINNING. -- �sumer of FzoPERN _.__�_________--------- ------___-.---- _!. N SITMMMArnTTUGK TOM SOMHOW $omaARW w e� SLffOLK COWrY.NY . .. Y A�`SU'O�_'OD08.O�m•OJ oD]^W �{��• __ - � r � � �� �� S 7coduw•0-ee m7�7Q+ I Sit a { d k9 j Misr- 1♦iI II7Id A11mCMVANQ xmxmm i IvaWi JUL 14 tai � �nmi7a t � ArIw wq,Zeeors aae63 I�c� • � S , j ^e 4lC� N i Neo OI Prapoxd Owr al OP. t 2* I5 Or tQbn�C� 9P. sr r • o are 7Y1Ja ARCA•t2&W.,e s►w 2AO446 ArAM JOHN C.EFII.BitS LAND SURVEYOR'f inM rK4RCRna2makIfEiY KYSpGlaSOm fiAgUC ALE 7'.100'_ �!\a K3056 f Aid'aFY4 107-3ID/c. R E C O R D E D A M E D E D P L T E A S E E N - T III VIII IIII VIII VIII VIII II III (IIII VIII VIII IIII IIII 111111(IIII VIII IIII IIII SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 04/18/2016 Number of Pages : 44 At: 01:25 :14 PM Receipt Number : 16-0059188 TRANSFER TAX NUMBER: 15-26045 LIBER: D00012860 PAGE : 891 District: Section: Block: Lot: -I ^00 115 . 00 08 . 00 003 . 005 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $0 . 00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $220 . 00 NO Handling $20.00 NO COE $5 . 00 NO NYS SRCHG $15. 00 NO TP-584 $5 . 00 NO Notation $0 .50 NO Cert.Copies $40 .00 NO RPT $400 .00 NO Transfer tax $0 . 00 NO Comm.Pres $0 .00 NO Fees Paid $705 .50 TRANSFER TAX NUMBER: 15-26045 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County LSO t[ PECOKDED Number of pages `' L 20i-1: Apr IS 01:15:14 PM JUDITH'A. PASC,ALE CtE?K OF This document will be public SUFFOLK 128COU1--O P Dco��ira_J record. Please remove all P 89, Social Security Numbers DN 15-26045 prior to recording. Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 1 FEES r Page/Filing Fee Mortgage Amt.� 1. Basic Tax Handling 00 2. Additional Tax TP-584 Sub Total Spec./Assit. Notation or 11 _ EA-52 17(County) Sub Total Spec./Add. EA-5217(State TOT.MTG.TAX ,may Dual Town Dual County _ R.P.T.S.A. Up ����— Held for Appointment n Comm.of Ed. 5. 00 � Transfer Tax •��i + Mansion Tax eAff �i The property covered by,this mortgage is l d Copy � or will be improved by a one or two rcharge 15. 00 family dwelling only. Sub Total YES or NO Other Grand Total s� If NO,see.appropriate tax clause on page# of this irfnt. a / IrUT - •"�3.Od5r 4 Dist./i 3138645 cif CCChed 3,�6 5 Community Presergation Fund Real Propert P ASA Consideration Amount$ � Tax Service ( 'u Agency 18-APR-1 CPF Tax Due $ Vdf cation Improved 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD&RETURN TO: Vacant Land 1PficbbAx,LAndvT.tustf (EncorpoxatEed TD P.O. Box 1926 3atrthumtitpni;,TNY111969 TD TD Mail-to:Judith A. Pascale, Suffolk County Clerk 7 utie company Information 310 Center Drive, Riverhead, NY 11901 Co.Name S7'EcuA,,�7- 7-17-LA5 INSe,C'o. ww,v.suffolkcountyny.gov/clerk Title# 47T. s_ *Z2 8 Suffolk CountRecording & Endorsement Pau This page forms part of the attached Amended and Restated Deed of Conservation Easement made by: ,(SPECIFY TYPE OF INSTRUMENT) ( The premises herein is situated in Walker/McCall, LLC SUFFOLK COUNTY,NEW YORK. TO In the TOWN of alo�d Peconic Land Trust, Incorporated In the VILLAGE or HAMLET of M4-777 rUCJ< BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. F L , AMENDED AND RESTATED DEED OF CONSERVATION EASEMENT THIS AMENDED AND RESTATED DEED OF CONSERAYTION EASEM NT ("Amended and Restated Conservation Easement") is made on the day of 2016 ("Effective Date"), at Southold, New York. The parties are WALKER/MCCALL, LLC, a ���� Georgia limited liability company, c/o Russell C. McCall, whose address is P.O. Box 271, r Cutchogue, New York 11952 (herein called "Grantor"), and the PECONIC LAND TRUST, /iAk ,2 INCORPORATED, a not-for-profit New-York corporation, having a principal office at 296 4t S Hampton Road, P.O. Box 1776, Southampton, New York 11969 (herein called "Grantee"). Grantor and Grantee herein may hereinafter collectively be designated the"Parties". INTRODUCTION WHEREAS, Grantor is the owner in fee simple of 28.6496-acres of certain real property located in the Agricultural Conservation (AC) zoning district of the Town of Southold ("Town"), Suffolk County, New York, further described,as SCTM# 1000-115-8-3.5 & 3.6 and more fully described in SCHEDULE A attached hereto and made a part hereof, and hereinafter referred to as the"Property";and WHEREAS, the Property is free of any liens, except that certain mortgage held by John Elak, Jr., and Roseanne Berezny, dated May 2, 2014, and recorded on May 14, 2014, in the Suffolk County Clerk's office, which mortgage has been subordinated to this Amended and Restated Conservation Easement by the execution and recordation of a subordination agreement recognizing the terms of this Amended and Restated Conservation Easement and subordinating said mortgage to Grantee's right to enforce this Amended and Restated Conservation Easement. Said subordination agreement is being recorded in the Suffolk County Clerk's office prior to the recording of this Amended and Restated Conservation Easement. WHEREAS,by Deed of Conservation Easement dated'August 25, 2003, and recorded on October 20, 2003, in the Office of the Clerk of the County of Suffolk, New York, at Liber 12278, Page 718 ("Original Conservation Easement"), Grantor placed all but a 0.2215-acre portion of the Property designated as the "Reserved Area," as shown on the survey made by John-C. Ehlers Land Surveyor,dated November 29,2002, as amended on June 4,2003, and June 26,2003, as described in SCHEDULE A and as shown on the Conservation Easement Map marked EXHIBIT A hereof, each attached hereto and incorporated herein by this reference, under the terms and conditions of such Original Conservation Easement for the purpose of preserving and protecting the Property's scenic, open-space and agricultural values and preserving these values to preserve prime agricultural soils, to protect the scenic, open-space character of the Town, and to protect the Town's resort and agricultural economy in perpetuity; and - 1 - WHEREAS, the Original Conservation Easement created two primary areas of the Property,in which different limited development and use restrictions apply: (1) the 24.5418-acre "Agricultural Area";and(2) the 3.8863-acre"Development Area." Within the Agricultural_Area, Grantor reserved rights to construct agricultural structures; access drives to provide access to permitted structures and improvements; temporary unpaved farm roads; underground facilities used to supply utilities, septic systems, leaching fields, and control stormwater runoff from pernutted structures and improvements; fences; vineyard, orchard, nursery or fruit posts, trellises and wires; greenhouses, limited to an aggregate of 10,000 square feet, including any located on the Development Area;temporary tunnels or crop covers not exceeding three (3) feet in height; and irrigation structures. According to the Original Conservation Easement, the maximum aggregate of the Agricultural Area that could be covered by structures and improvements shall not exceed 10%. Within the Development Area, Grantor reserved rights to construct certain residential and non-residential structures including one (1) single-family residence with appurtenant structures and improvements; one (1) agricultural commercial structure with appurtenant structures and improvements; and any other agricultural structures and improvements, including access roads, parking areas, loading docks, and related improvements necessary to conduct allowable agricultural and/or winery-related businesses; agricultural structures,including but not limited to stables,barns and sheds; any structures and improvements permitted in the Agricultural Area; and greenhouses, limited to an aggregate of 10,000 square feet, including any located on the Agricultural Area. According to the Original Conservation Easement,the maximum aggregate footprint of all structures in the Development ,Area shall not exceed 20%of the total square footage of the Development Area; and WHEREAS, a 24.5418-acre portion of the Property (hereinafter referred to as the "Agricultural Area") is subject to a deed ("Town Deed of Development Rights"), in which the development rights were sold to the Town on August 25, 2003, and recorded on September 19, 2003, in the Office of the Clerk of the County of Suffolk, New York, at Liber 12273, Page 138. This Amended and Restated Conservation Easement is not intended to supplant or contradict anything contained in the Town Deed of Development Rights;and WHEREAS, the development rights on the 3.8863-acre portion of the Property (hereinafter referred to as the "Development Area") were sold to the Town of Southold on March 10, 2016, amending the Town Deed of Development Rights by adding the Development Area to the Agricultural Area, and said amended deed of development rights is presently being offered to the Suffolk County Clerk's Office for recording;and WHEREAS, the Original Conservation Easement states and requires that the Property shall remain in its predominantly open,undeveloped, and agricultural state in order to preserve its scenic, open-space and agricultural values and thereby preserve and protect prime agricultural soils, the scenic, open-space character of the Town, and the Town's resort and agricultural economy(hereinafter defined and designated as "Conservation Values"); and -2- WHEREAS, Grantor and Grantee now wish to amend and further restrict the Original Conservation Easement in order to further preserve and protect the Property's Conservation Values;and WHEREAS, Grantor and Grantee wish to further encumber the Property with an "Affirmative Farming Covenant," as further described herein, on the Property so that the Property shall be further restricted so as to remain in active agricultural production and only be used for agricultural purposes;and WHEREAS, Grantor and Grantee have mutually concluded that this Amended and Restated Conservation Easement will not affect the qualification of the Original Conservation Easement, or the status of Grantee under any applicable laws, including Section 170(h) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the "Code"); and the New York State Environmental Conservation Law, Section 49-0301, et seq.; is fully consistent with the conservation purpose of the Original Conservation Easement, will not affect the perpetual duration of the Original Conservation Easement, and will enhance the purpose of the Original Conservation Easement, and the protection of the Property's significant Conservation Values by providing assurance that the Property will actively be put to agricultural use pursuant to the terms of this Amended and Restated Conservation Easement; and WHEREAS, Grantor and Grantee have carefully reviewed the aforementioned revisions as incorporated into the provisions of this Amended and Restated Conservation Easement and have mutually concluded, as evidenced by their agreement hereto, that it is appropriate and desirable to amend, restate, and further restrict the Original Conservation Easement, as provided herein;and WHEREAS, Grantor and Grantee have agreed to adopt and accept this Amended and Restated Conservation Easement;and WHEREAS, the Property contains soils classified as Class I and Class H worthy of conservation as identified by the United States Department of Agriculture Soil Conservation Service's Soil Survey of Suffolk County, New York;and WHEREAS, the Property is part of the New York State Agricultural District #1, and Grantor wishes to continue using the Property in an agricultural capacity and as scenic open space as defined in the Town of Southold Code; and WHEREAS, the Property has been in agricultural use for many years and continues to be in production today, currently in grain crops. Ensuring that the Property remains in active agricultural production provides for the perpetual utilization of the Property's significant agricultural attributes and protects the region's food supply;and -3- . ` WHEREAS, it is the policy of the Town of Southold, as articulated in the Town's Master Plan of 1973, amended in 1986 and 1989 as adopted by the Town Board, Town of Southold Code, Section 272-a of the Town Law, to protect environmentally sensitive areas, preserve prime agricultural soils, to protect the scenic, open-space character of the Town and to protect the Town's resort and agricultural economy;and WHEREAS, New York State has recognized the importance of not-for-profit conservation organizations' efforts to preserve land in a scenic, natural and open condition through conservation easements by enactment of the Environmental Conservation Law,Section 49-0301 et seq.;and WHEREAS, Article 14, Section 4 of the New York State Constitution states that "the policy of this state shall be to conserve and protect its natural resources and scenic beauty and encourage the development and improvement of its agricultural lands for the production of food and other agricultural products";and WHEREAS, Article 57 of the New York State Environmental Conservation Law, Section 57-0101 et seq., entitled "Long Island Pine Barrens Maritime Reserve Act," declared it to be in the public interest to protect and manage the Pine Barrens/Peconic Bay maritime system, including the Property;and WHEREAS, the Property is located within the Peconic Estuary of the New York State Coastal & Estuarine Land Conservation Program, a federal program established to protect important coastal and estuarine areas that have significant conservation, recreation, ecological, historical, or aesthetic values, or that are threatened by conversion from their natural or recreational state to other uses, as identified in the 2009 New York State Open Space Conservation Plan, e-Appendix D., and approved in 2007 by the United States National Oceanographic and Atmospheric Association;and WHEREAS, the Property is part of the Peconic Estuary System, which was included in the National Estuary Program by determination of the United States Environmental Protection Agency on September 9, 1992, as a"nationally significant estuary";and WHEREAS, the Property has a total of 397.54 feet of frontage on the publicly accessible Main Road/State Route 25 and 668.75 feet of frontage on the publicly accessible New Suffolk Avenue;and WHEREAS, the Property is unique to the area in its current scenic, agricultural and open-space condition and has substantial and significant value as an aesthetic and agricultural resource because of the fact that it has not been subject to any development while surrounded by increasing development in a sprawl pattern with limited conservation, such that the Property's scenic open-space values are increasingly unique to the area; and -4- L f ' WHEREAS, the Property in its scenic and open-space condition protects and preserves the character of the Town of Southold and therefore protects and preserves the Town's resort and agricultural economy 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 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 inherent, tangible and intangible values of the Property as an aesthetic,scenic and agricultural resource;and WHEREAS, Grantor has determined that the conveyance of this Amended and Restated Conservation Easement will be desirable and beneficial and has requested Grantee, for itself and its successors and assigns, to accept this Amended and Restated Conservation Easement in order to further restrict the development of the Property while permitting uses compatible with the protection of the Property's Conservation Values;and WHEREAS, Grantor desires to donate this Amended and Restated Conservation Easement, and Grantee has determined it to be desirable and beneficial to accept Grantor's donation of this Amended and Restated Conservation Easement, in order to protect the Property's Conservation Values while permitting private uses of the Property that do not impair the Property's Conservation Values and are not inconsistent with the purposes of this Amended and Restated Conservation Easement;and WHEREAS, Grantor and Grantee intend that this Amended and Restated Conservation Easement document the agreement of Grantor and Grantee with respect to the foregoing and also to confirm and continue the valid and binding effect of the terms, covenants, easements, and restrictions of the Original Conservation Easement as restated herein. NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS: 0.01 Purposes The Parties recognize the Conservation Values of the Property and have the common purpose of preserving and protecting these Conservation Values in perpetuity. This Amended and Restated Conservation Easement is granted by Grantor to Grantee for the purposes of protecting the Property's Conservation Values and ensuring that the Property will continue to be used for active agricultural production and other agricultural uses and thereby further protecting the Property's scenic views, open-space character, prime agricultural soils, and other Conservation Values 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, and by including affirmative provisions that require the Property to be actively managed for agricultural production and use. Any use -5- or activity that is inconsistent with the Conservation Purpose or deleterious to the Conservation Values is prohibited. 0.02 Grantee's Warranty Grantee warrants and represents that it possesses the intent, ability, commitment and resources to enforce the terms of this Amended and Restated Conservation Easement on the Property, and that the Property satisfies the criteria adopted by Grantee relating to the quality and characteristics of natural, scenic, agricultural and open land that should be protected and maintained as natural, scenic, agricultural and open land, as determined by its Board of Directors at a duly constituted meeting of that Board on November 11, 2002.This Amended and Restated Conservation Easement was approved by Grantee's Board of Directors at a duly constituted meeting on August 18,2014. 0.03 Documentation Grantor has made available to Grantee sufficient documentation to establish the uses and condition of the Property at the time of the grant of this Amended and Restated Conservation Easement.In order to aid in identifying and documenting the present condition of the Property's natural, wildlife, watershed, scenic, agricultural and aesthetic resources and otherwise to aid in identifying and documenting the Property's open-space values as of the date hereof, and to assist Grantor and Grantee with monitoring the uses and activities on the Property and ensuring compliance with the terms hereof, Grantee prepared, with Grantor's cooperation, at the time of the grant of the Original Conservation Easement a baseline documentation report and again at the time of the grant of this Amended and Restated Conservation Easement a supplemental baseline documentation report, both of which reports provide an inventory of the Property's relevant features and conditions (collectively, the "Baseline Documentation"). This Baseline Documentation includes maps of the conservation easement area, aerial photographs, photographs of the Property, topographical maps, descriptions and site plans of existing land uses, features and structures, and acknowledgment pages signed by Grantor and Grantee, which verify that the Baseline Documentation, as updated, accurately represents the condition of the Property as of the effective date of the Original Conservation Easement and the Effective Date of this Amended and Restated Conservation Easement respectively. Grantor and Grantee acknowledge and agree that in the event a controversy arises with respect to the nature and extent of Grantor's uses of the Property or its physical condition as of the effective date of the Original Conservation Easement and the Effective Date of this Amended and Restated Conservation Easement, respectively, 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. -6- t ARTICLE ONE THE AMENDED AND RESTATED CONSERVATION EASEMENT 1.01 Type This Amended and Restated Conservation Easement consists of the covenants, restrictions, rights, terms and conditions recited herein. Reference to this "Amended and Restated Conservation Easement" or its "provisions" includes any and all of those covenants, restrictions,rights,terms and conditions. 1.02 Duration This Amended and Restated Conservation Easement shall be a burden upon and run with the Property in perpetuity. 1.03 Effect This Amended and Restated Conservation Easement shall run with the Property as an incorporeal interest in the Property, and shall extend to and be binding upon Grantor,Grantor's agents, tenants, occupants, heirs, personal representatives, successors and assigns. 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, and except as provided in Article Three of this Amended and Restated Conservation Easement, the following uses and practices, though not an exhaustive recital of inconsistent uses and practices, are inconsistent with the Conservation Purpose of this Amended and Restated Conservation Easement and, unless otherwise explicitly provided herein, are prohibited anywhere on the Property. Nothing herein shall preclude bona fide agricultural production conducted pursuant to the terms of this Amended and Restated Conservation Easement. -7- 2.01 Buildings Structures and Improvements Except as provided in Article Three of this Amended and Restated Conservation Easement, the construction or placement of any residential, commercial, industrial or other building, structure, or improvement 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, is prohibited. 2.02 Excavation and Removal of Materials;Minim 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, nor shall the topography of the Property be changed except in connection with sound agricultural practices in conformance with the terms of this Amended and Restated Conservation Easement or the construction and maintenance of any building, structure or improvement expressly permitted to be placed, or constructed on the Property under the terms of Article Three below. Grantor may remove topsoil, sand or other materials for agricultural purposes, including erosion control and soil management only with the prior written approval of Grantee. i 2.03 Subdivision For purposes of this Amended and Restated 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. Subdivision of the Property shall be subject to the restrictions of the Town Deed of Development Rights, as amended, and all governmental regulatory requirements. In no event shall any subdivision result in the creation of lots containing"less than 10 acres of preserved land. 2.04 Dumping The dumping or accumulation of unsightly or offensive materials, including but not limited to trash, garbage, sawdust, ashes or chemical waste, on the Property is prohibited. This prohibition shall exclude the deposition of materials used on the Property for, or resulting from, the conduct of sound agricultural practices in accordance with Section 3.01 below. 2.05 Sins The display of any sign, billboard, or advertisement is prohibited, except as expressly permitted in Section 3.02 below. -8- 2.06 Cutting of Timber The cutting or harvesting of trees on the Property is prohibited, except as expressly permitted in Section 3.03 below. 2.07 Soil and Water Any use or activity that is not otherwise expressly or conditionally permitted under this Amended and Restated Conservation Easement that causes or is likely to cause soil degradation or erosion or pollution of any surface or subsurface waters is prohibited; provided that this prohibition shall not be construed as extending to agricultural operations and practices (including, without limitation, the use of agrochemicals such as fertilizers, pesticides, herbicides, and fungicides) that are used in accordance with sound agricultural management practices of the U.S. Department of Agriculture's National Resource Conservation Service as outlined in the agricultural conservation plan described in Section 4.01 below, or to conditions existing prior to the execution of this Amended and Restated Conservation Easement. 2.08 Landscaping Activities The removal of any tree, shrub, or other vegetation from the Property is prohibited, except as expressly permitted in Section 3.03 below. A lawn— meaning an area of land on which grasses or other durable plants are grown and maintained at a short height and principally used for aesthetic, recreational, estate or other purposes—is prohibited. Land that is in agricultural production, including land left fallow as provided in the Conservation Plan (as defined in Section 4.01 below),is not considered lawn. 2.09 Vegetation Management and Screening The placement of any landscape screening, hedgerow, or any other type of screening along or near Main Road/State Route 25 or New Suffolk Avenue is prohibited. Screening for agricultural purposes may be permitted with the prior written approval of Grantee. 2.10 Commercial and Industrial Uses Except for the conduct of those commercial agricultural activities described in Section 3.01 below and as expressly permitted in Section 3.04 below, any commercial,or industrial use of the Property is prohibited. 2.11 Utilities The creation or placement of aboveground utilities on the Property is prohibited. Underground utilities on the Property are also prohibited, except as expressly permitted in Section 3.05 below and subject to the prior written approval of Grantee. The repair or -9- replacement (in kind and in situ) of any existing utilities is permitted 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, except to service the agricultural buildings, structures, and improvements expressly permitted by this Amended and Restated Conservation Easement.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 ATVs The use of recreational all-terrain or off-road vehicles is prohibited,except for management of the Property and emergency use. 2.14 Development Rights The use of this Property for the purpose of calculating lot yield or development density on the Property or any other property, adjacent or otherwise, is prohibited. Grantor hereby grants to Grantee all development rights existing on the Property as of the Effective Date of this Amended and Restated Conservation Easement (and any future development rights that may be created through a rezoning of the Property, or otherwise), which have not been retained or reserved by Grantor under this Amended and Restated Conservation Easement. By Grantee's acceptance of this Amended and Restated Conservation Easement, the Parties agree that such excess development rights granted by Grantor to Grantee are terminated and extinguished by Grantee, and may not be used by Grantor or Grantee nor transferred to any other parcels. This does not preclude use of the Property for computing area required for permitted uses, buildings, structures or improvements, including without limitation density under the Suffolk County Sanitary Code. ARTICLE THREE PERMITTED USES AND ACTIVITIES Grantor reserves the right to use the Property in any manner that is neither.expressly prohibited herein nor inconsistent with the Conservation Purpose and other terms and conditions of this Amended and Restated Conservation Easement and that is in accord with existing zoning laws and restrictions. 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 Amended and Restated Conservation Easement. -10- 3.01 Commercial Agricultural Activities Grantor shall have the right to engage in any type of agricultural activity that (i) is permitted under §301(2)(a)-(j) of the New York State Agriculture and Markets Law as the term is defined as of the Effective Date of this Amended and Restated Conservation Easement; (ii) results in a substantial portion of those crops, livestock, and livestock products cultivated, grown, raised, and/or produced on the Property being sold, traded, or otherwise exchanged and/or consumed as food by livestock that is used for either direct or indirect food consumption as part of a commercial agricultural enterprise in which the average annual gross sales is ten thousand dollars ($10,000) or more, as defined as of the Effective Date of this Amended and Restated Conservation Easement under §301(4)(f) of the New York State Agriculture and Markets Law, provided that such average gross sales figure shall be adjusted every five (5) years after the Effective Date as provided below; and (iii) does not have a material adverse effect on the Conservation Values (collectively, "Commercial Agricultural Activities"). Notwithstanding the foregoing, the production of sod and any Commercial Agricultural Activities that remove, and do not replace, soil from the Property,including,but not limited to, ball and burlap nursery, shall be prohibited on the Property. Permitted Commercial Agricultural Activities shall be conducted in accordance with the Conservation Purpose and other terms and conditions of this Amended and Restated Conservation Easement and in consideration of an agricultural conservation plan (as further described in Section 4.01 herein). In addition, at least eighty percent (80%) of the Property shall at all times be used for Food Production.Food Production shall mean the cultivation, growing,raising, and/or production of Food and Food Products, meaning all articles 'of food, drink, confectionary or condiment, whether simple,mixed or compound,used or intended for use,including ingestion,by humans or animals, and shall also include all substances and ingredients to be added to food for any purpose as the term is defined by §2 of the New York State Agriculture and Markets Law as of the Effective Date of this Amended and Restated Conservation Easement. The definition of Food Production shall include but not be limited to row crops for consumption as food by livestock for either direct consumption, such as beef cattle, or indirect consumption, such as dairy cows for the production of mills and milk products or chickens for the production of meat or eggs. The cultivation, growing, raising, or production of row crops for consumption as food by livestock that is not used for either direct or indirect food consumption, such as horses,is not within the meaning of Food Production. The (80%) Food Production computation shall be determined as 80% of the following: the total area of the Property minus the portion of the Property consisting of the following areas,buildings, structures, and improvements: (i) sensitive natural areas including woodlands, wetlands, and habitat areas; (ii) land allowed to lay fallow, meaning land that is plowed and harrowed but left unsown for a temporary period in order to restore soil fertility, manage pests and weeds, or to avoid surplus production as part of a crop rotation in consideration of an agricultural conservation plan (as provided in Section 4.01 herein); and (iii) the areas containing permitted non-Food Production agricultural buildings, structures and improvements (as provided in Section 3.05 herein. - 11 - The average gross sales figure set forth in this Section 3.01 shall be adjusted every five (5)years by the percentage increase(or decrease, as applicable) during the past five years in the "CPI," which means the United States Department of Labor's Bureau of Labor Statistics Consumer Price Index for all Urban Consumers (CPI-U, all items) (1982-84=100), or the successor of such index, or as amended under §301(4)(0 of the New York State Agriculture and Markets Law,whichever is less. Should §301 of the New York State Agriculture and Markets Law be amended after the Effective Date to include agricultural activities and uses not currently included in the present law, Grantor may engage in such additional agricultural activities so long as such agricultural activities are consistent with the Conservation Purpose and are not otherwise prohibited by this Amended and Restated Conservation Easement. 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 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 and businesses; (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; and (d) to announce this Amended and Restated Conservation Easement. 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 Activities The cutting,pruning or removal of trees, shrubs, or other non-agricultural vegetation on or from the Property is prohibited,except for the following purposes: (a) to clear and/or restore any tree, shrub, or other vegetation that is dead, damaged, diseased, destroyed or non-native and invasive; (b) to prune and/or selectively thin trees to create limited vistas and/or for grounds maintenance; (c) to manage and/or improve the significant relatively natural habitat on the Property, including by removal of invasive species; (d) as reasonably necessary for the conduct of those uses and activities expressly permitted under the terms of this Amended and Restated Conservation Easement, including but not limited to constructing and maintaining those agricultural buildings, structures, and improvements expressly permitted under the terms of this Amended and Restated Conservation Easement; (e) to clear the Property for Commercial Agricultural Activities if, after the Effective Date, as further described in the Baseline Documentation, the Property has lain fallow and was allowed to become wooded; (f) for firewood and fencing for use on the Property; (g) for the purpose of continuing the modes of landscaping exercised on the Property prior to and as of the Effective Date of this Amended and Restated Conservation Easement as further described in the Baseline Documentation; and (h) to remove any hazard or other legal liability to persons,personal or real property, or the Property - 12- and/or to persons or personal or real property of neighboring properties; provided, however, that any such activity shall require Grantee's prior written approval pursuant to Article Five below and must be conducted in accordance with generally accepted best habitat conservation and forest management practices and the Conservation Purpose of this Amended and Restated Conservation Easement. 3.04 Commercial Uses With Grantee's prior written approval, in Grantee's sole discretion, Grantor shall have the right to engage in commercial uses, including commercial recreational uses, so long as such uses are consistent with the Conservation Purpose, the Town Deed of Development Rights, and do not materially impair the Conservation Values of the Property. 3.05 Agricultural Buildings Structures and Improvements Grantor shall have the right to erect and maintain the following non-residential agricultural buildings, structures and improvements, provided such agricultural buildings, structures and improvements are (i) compatible with the preservation of the Conservation Values, (ii) consistent with the Conservation Purpose, and (iii) in accordance with the following provisions: A. Allowable Non-Residential Agricultural Buildings and Structures With Grantee's prior written approval and except as otherwise expressly prohibited herein, Grantor shall have the right to erect and maintain agricultural buildings and structures, including but not limited to stables, barns, sheds, silos, greenhouses and/or hoophouses. Permitted agricultural buildings and structures shall be placed and constructed so that they do not materially impair the Conservation Values of the Property, including but not limited to the Property's scenic values.The maximum aggregate of the Property that may be covered by permitted agricultural buildings and structures shall not exceed 2%. B. Allowable Non-Residential Agricultural Improvements With prior written notice to Grantee and except as otherwise expressly prohibited herein, Grantor shall have the right to erect and maintain agricultural improvements, including but not limited to irrigation structures, temporary pervious farm roads, temporary hunting blinds and stands, temporary tunnels and crop covers, and vineyard, orchard, fruit and hops posts, trellises and wires, access drives with an impervious surface.to provide access to the agricultural buildings and structures permitted by this Article and as are necessary for Commercial Agricultural.Activities of # the Property, and fences,including deer and livestock fencing, such as open mesh,railed or boarded fencing,provided such fences are placed and constructed so that they do not - 13- t materially impair the Conservation Values of the Property, including but not limited to the Property's scenic values. C. Allowable Non-Residential Utilities With Grantee's prior written ,approval and except as otherwise expressly prohibited herein, Grantor shall have the right to erect and maintain underground utility facilities (including for energy generation from renewable sources), such as utility transmission lines, wires, pipes, wells, drainage systems, sumps, septic systems, leaching fields, and other facilities, to service the agricultural buildings, structures, and improvements permitted on the Property under the terms of this Article. Grantee's approval of a proposed utility described in the previous sentence shall not be unreasonably withheld where the utility is to be used for Commercial Agricultural Activities or to control flooding or soil erosion on the Property. Utilities on the Property must, to the extent possible, be constructed within 30 feet of the centerline of roads or driveways, shall not negatively impact or degrade the Property's soils, agricultural production or open space, and may be used solely to service those agricultural buildings, structures and improvements permitted on the Property by this Amended and Restated Conservation Easement. D. Replacement of Agricultural Buildings,Structures,or Improvements In-Kind In the event of destruction of or damage to any existing or expressly permitted building, structure or improvement to such an extent that repair of such building, structure or improvement is impractical, erection of a replacement of comparable size, bulk, use, and general design to the destroyed or damaged building, structure or improvement is permitted within-the same location subject to the review and prior written approval of Grantee. If such replacement is exactly the same size,bulk, use, and general design to the destroyed or damaged building, structure or improvement, Grantor may replace such building, structure or improvement without the prior written approval of Grantee. E. Environmental Sensitivity During Construction The location and use of any building, structure or improvement permitted to be constructed hereunder shall be ; consistent with the Conservation Purpose, and construction of any such improvement shall minimize disturbance to the Conservation Values and other natural resources of the Property. Grantor shall employ erosion and sediment control measures to ensure that storm water runoff will not carry eroded and other deleterious materials off of the Property, 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. - 14- ARTICLE FOUR AFFIRMATIVE FARMING COVENANT 4.01 Agricultural Conservation Plan All Commercial Agricultural Activities on the Property shall be conducted in accordance with the Conservation Purpose and other terms and conditions of this Amended and Restated Conservation Easement and in consideration of an agricultural conservation plan ("Conservation Plan") prepared by or in consultation with the Natural' Resources Conservation Service ("NRCS") utilizing the standards and specifications of the NRCS localized Field Office Technical Guide and approved by Grantee and the Suffolk County Soil and Water Conservation District. Within one hundred and twenty (120) days after the execution of this Amended and Restated Conservation Easement, Grantor will submit to Grantee a Conservation Plan prepared by or in consultation with the NRCS as outlined above for the Property for Grantee's confirmation and approval that such Conservation Plan is consistent with the terms of this Amended and Restated Conservation Easement. Upon Grantee's approval, such Conservation Plan will be incorporated herein by this reference, and a copy of such Conservation Plan will be appended to the Baseline Documentation. Grantor shall update the Conservation Plan at least every ten (10) years or sooner in the event of any proposed significant change to the existing Conservation Plan or any transfer of any interest in the Property(including a leasehold interest). Any subsequent update and/or amendment shall be prepared by or in consultation with the NRCS as outlined above and shall be submitted to Grantee within ten(10) days of issuance for Grantee's review and approval. 4.02 Abandonment of Agricultural Uses Grantor and Grantee intend that the Property shall be actively used for Commercial Agricultural Activities in perpetuity; however, Grantor and Grantee recognize that unforeseen events may necessitate that the Property be taken out of such use temporarily or that Grantor may, for whatever reason, wish to cease conducting Commercial Agricultural Activities on the Property. Land allowed to lay fallow pursuant to the express provisions of the Conservation Plan shall be deemed to be used for Commercial Agricultural Activities. If the Property is not used for Commercial Agricultural Activities on the Property for a period longer than one (1) year, Grantee shall have the right, but not the obligation and at its discretion, to notify Grantor of such fact("Grantee Cessation Notice").If Grantor fails to resume Commercial Agricultural Activities on the Property within six (6) months of the Grantee Cessation Notice, Grantee shall have the right, but not the obligation, to unilaterally invoke, by thirty (30) days' written notice to Grantor, the lease attached hereto as EXHIBIT B and incorporated herein by this reference ("Lease") for a term of not less than five (5) years to -15- restore, prepare and/or maintain the Property for future Commercial Agricultural Activities, to conduct Commercial Agricultural Activities itself, and/or to assign the Lease or sublease the Property to a Qualified Farmer pursuant to the terms of the Lease. For purposes of this Amended and Restated Conservation Easement, a "Qualified Farmer" is a person or legal entity that meets all of the following criteria: (i) whose aggregate agricultural operations meet the qualifications necessary to keep the Property enrolled in the NYS Agricultural District and the NYS Agricultural Assessment Program based on those qualification criteria existing at the time that eligibility as.a Qualified Farmer is determined; and (ii) expects to devote sufficient time to conducting Commercial Agricultural Activities on the Property. Grantee's activities on the Property shall be consistent with the Lease,the Conservation Plan, and the Conservation Purpose and other terms and conditions of this Amended and Restated Conservation Easement; provided that the Conservation Plan may-be amended to accommodate Grantee's and/or'the Qualified Farmer's proposed Commercial Agricultural Activities so long as such amendment is made pursuant to the terms of Section 4.01 above. Grantee shall have the right to deduct from the rent owed under the Lease any costs associated with the implementation of any restoration, preparation, and maintenance of the Property for future Commercial Agricultural Activities and/or any costs incurred by Grantee related to any assignment or sublease of the Lease to a Qualified Farmer. Grantee shallmake the determination of the qualification of a proposed operator or lessee as a Qualified Farmer in consideration of the above criteria and based upon such other factors including,but not limited to, the submission to Grantee of, a business plan and evidence of demonstrated farming experience and/or training and any other factors Grantee deems,significant to ensure that the Property remains in active agricultural production and used solely for agricultural purposes. The Parties agree that Grantee's remedies at law for any violation of Grantor's commitment to conduct Commercial Agricultural Activities on the Property as required by this Amended and Restated Conservation Easement are inadequate, and Grantee shall be entitled to specific performance of the commitment to conduct such use as required by this Amended,and Restated Conservation Easement without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. This right is in addition to the right to injunctive relief, both prohibitive and mandatory, and such other relief to which Grantee may be entitled. Grantee's remedies described in this Section shall be cumulative'and shall be in addition to,any other remedies provided in this Amended and Restated Conservation Easement as well as in addition to all remedies now or hereafter existing at law or in equity. ARTICLE FIVE NOTICE AND APPROVAL 5.01 Notice and Approval -16- A. Requests for Approval of Certain Uses or Activities With respect to any use, activity, or cessation of use under Articles Two, Three and Four that requires the prior notice to, and/or approval of, Grantee, Grantor shall, in writing,provide notice to and/or request Grantee's approval and shall include therewith information identifying the proposed use, activity, or cessation of use and the reasons for and other details of the proposed use, activity, or cessation with reasonable specificity. The request for approval shall describe the nature, scope, location, timetable, and any other material aspect of the proposed activity (including, if appropriate, sketch plans or drawings of the site(s) of the proposed activity) in sufficient detail to permit Grantee to evaluate such activity. The request shall also include information evidencing the conformity of such activity with the requirements of the applicable section under which approval is requested hereunder. Grantee's approval, which shall not be unreasonably withheld, shall take into account the following criteria, among other relevant factors: (i) The extent to which the proposed activity or use of the site for the proposed activity would materially impair the Conservation Values of the Property;and (ii) The extent to which the proposed activity or use of the site for the proposed activity is consistent with the Conservation Purpose. Notwithstanding the foregoing, Grantee's approval of a proposed site or activity shall be withheld if the use of the site for the proposed activity would materially impair the Conservation Values of the Property or would otherwise be inconsistent with the Conservation Purpose of this Amended and Restated Conservation Easement. B. Grantee's Response In accordance with Paragraph A of this Section, Grantee shall approve, conditionally approve or withhold approval of the proposed use or activity within forty-five (45) days of receipt of Grantor's written request therefor. Grantee agrees to evaluate Grantor's requests under this Amended and Restated Conservation Easement based on its good-faith exercise of professional judgment. Notwithstanding the foregoing, if in good faith Grantee requires more than forty-five (45) days to undertake a sufficient and thorough review of the documentation provided, or determines that it requires further documentation, Grantee shall so notify Grantor within the original forty-five (45) day period of the additional time and/or documentation required to respond to Grantor's request hereunder. At Grantee's sole and absolute discretion, Grantee may permit commencement of the activity less than forty-five (45) days after receiving Grantor's written notice.In the case of withholding of approval,Grantee shall notify Grantor in writing with reasonable specificity of the reasons for withholding of approval, and the conditions, if any, on which approval might otherwise be given. - 17- Failure of Grantee to deliver a written response to Grantor within such forty-five (45) days (as extended, as discussed above) shall be deemed to constitute written approval by Grantee of any request submitted for approval that is not contrary to the express provision hereof, including but not limited to the Conservation Purpose, and whose implementation would not materially impair the Property's Conservation Values. ARTICLE SIX GRANTOR'S OBLIGATIONS 6.01 Taxes and Assessments Grantor shall continue to pay all taxes, levies, and assessments and other governmental or municipal charges, which may become alien on the Property, including any taxes or levies imposed to make those payments. If Grantor fails to make any such payment within one (1) year of the final due date or earlier if such non-payment in any way may jeopardize Grantee's interest in this Amended and Restated Conservation Easement, 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. 6.02 Indemnification Grantor acknowledges 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, legal representatives, agents, and contractors and the heirs, personal representatives, successors, and assigns of each of them (collectively "Indemnified Parties") from and against any and 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 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 to the active negligent act- or willful misconduct of Grantee or the Indemnified Parties, or if same occurs during access in violation of Section 7.01, or during the conduct of Commercial Agricultural Activities by Grantee or the Indemnified -18- Parties; or(2)violation or alleged violation of, or other failure to comply with, any state, federal, or local law,regulation,or requirement by any person,other than Grantee, in any way affecting, involving, or relating to the Property. 6.03 Insurance Grantor shall keep the Property insured for a sufficient amount, as mutually determined by Grantor and Grantee, and subject to market availability, against,loss from the perils commonly, insured under standard fire and extended coverage policies and comprehensive general liability insurance against claims for personal injury,death, and property damage. Grantor shall deliver to Grantee proof of insurance annually or when coverage is renewed by Grantor. If Grantor fails to submit proof of insurance coverage annually or at the time of renewal, Grantor must deliver proof of coverage within 10 business days of Grantee's written request for documentation of coverage. Grantee shall have the right to provide insurance at Grantee's cost and expense, should Grantor fail to obtain same. In the event Grantee obtains such insurance, the cost of such insurance shall be alien on the Property until repaid by Grantor. 6.04 Environmental Responsibilities r 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 Amended and Restated Conservation Easement shall be construed as giving any right or ability to Grantee to exercise physical or managerial control of the day-to-day operations of the Property or of Grantor's activities on the Property. Neither Grantee nor its agents shall be liable to Grantor or other person or entity in connection with approvals given or withheld, or in connection with any entry upon the Property, pursuant to this Amended and Restated Conservation Easement. Grantor's Environmental Warranty and Indemnity. Grantor represents and warrants that it has no actual knowledge 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 Amended and Restated Conservation Easement is not intended to and shall not create environmental liability in Grantee. Notwithstanding any other provision herein to the contrary, the Parties do not intend this Amended and Restated Conservation Easement be construed such that it imposes on,creates in or gives Grantee: - 19- (a) The obligations or liability of an "owner" or "operator" as those words are defined and used in Environmental Laws, as defined below, 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"); (b) The obligations or liability of a person described in 42 U.S.C.Section 9607(a)(3) or (4); (c) The obligations of a responsible person under any applicable Environmental Laws; (d) The right to investigate and remediate any Hazardous Materials associated with the Property;or (e) Any control over Grantor's ability to investigate, remove, remediate, or otherwise clean up any Hazardous Materials associated with the Property. The term "Hazardous Materials" includes, but is not 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 Amended and Restated Conservation 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 effect or enacted after the Effective Date of this Amended and Restated Conservation Easement relating to pollution,protection of human health,the environment,or Hazardous Materials. 6.05 Acts Beyond Grantor's Control Nothing contained in this Amended and Restated Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to or change in the Property resulting from natural causes beyond Grantor's control, including without limitation,fire, flood, storm, and earth movement, or from any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes. -20- ARTICLE SEVEN GRANTEE'S RIGHTS 7.01 Entry and Inspection Grantee shall have the right to enter upon the Property for the purpose of inspection and monitoring,,to determine whether this Amended and Restated Conservation 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 Amended and Restated Conservation Easement, such entry shall be permitted only at reasonable times and upon prior notice to Grantor and shall be made in a manner 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. 7.02 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 Article Five above. 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 Amended and Restated Conservation Easement and to require 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 rights by any action,or proceeding that Grantee may reasonably deem necessary. However, Grantor shall not be liable for any changes to the Property resulting-from causes beyond Grantor's control as provided in Section 6.05 above. 7.03 Enforcement Rights of Grantee Grantor acknowledges and agrees that Grantee's remedies at law for any violation of this Amended and Restated Conservation Easement may be 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 part to be observed or performed pursuant to this Amended and Restated Conservation Easement is not cured, or a bond 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 Grantees reasonable judgment,requires immediate action to preserve and protect any of the Conservation Values or otherwise to(further the Conservation -21 - _ Purpose of this Amended and Restated Conservation Easement), Grantee shall have the right at Grantor's sole cost and expense and at Grantee's election, (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 Amended and Restated 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 Amended and Restated Conservation Easement. 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 attorneys' fees and court costs and other expenses reasonably incurred by Grantee in connection with any proceedings initiated under this Section. 7.04 No Waiver Grantee's exercise of one remedy or relief under this Article Seven 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. 7.05 Grantor's Waiver of Certain Defenses Grantor hereby waives any defense of laches, estoppel, or prescription, and/or any defense or argument that any portion of this Amended and Restated Conservation Easement constitutes a restraint on alienability or is otherwise contrary to public policy for any reason. -22- r e Grantor acknowledges that it has read and understands the provisions of this Section above and by initialing immediately below agrees to be bound by its terms. Grantor's Initials 7.06 Assignability Grantee shall have the right to assign any and all of its rights and responsibilities under this Amended and Restated Conservation Easement and any and all of its rights, title and interest in and to this Amended and Restated Conservation Easement only to a qualified organization (herein called the "Assignee"). As used herein the term "qualified organization' means a not-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 isa. qualified organization within the meaning of Section 170(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 Amended and Restated Conservation Easement.The Assignee and its successors and assigns shall have the same right of assignment; subject to compliance with the provisions of this Section. Grantee shall consult with Grantor as to the proposed Assignee and promptly notify Grantor of the completion of any such assignment. 7.07 Succession If at any time Grantee is unable to enforce this Amended and Restated Conservation Easement, or if Grantee ceases to exist or ceases to be.a qualified organization under Section 170(h)(3) of the Code, then this Amended and Restated Conservation Easement shall be vested in such qualified corporation, body or agency as defined and upon the conditions and limitations contained in Section 7.06 above 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 Amended and Restated Conservation Easement and all of its rights, title and interest in and to this Amended and Restated Conservation Easement to a qualified organization, then the rights and responsibilities under this Amended and Restated Conservation 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 proceeding. 7.08 Extinguishment This Amended and Restated Conservation Easement restates and confirms the property right and interest vested in Grantee as of the 'effective date of the grant of the Original Conservation Easement. For purposes of this Section 7.08, the fair market value of such right and interest shall be equal to the difference, as of the effective date of the Original Conservation Easement, between the fair market value of the Property subject to the Original Conservation Easement and the fair market value'of the Property if unencumbered thereby (such difference, -23- 9 i -` divided by the fair market value of the Property unencumbered by the Original Conservation Easement, is hereinafter referred to as the "Proportionate Share"). The Parties have included evidence of such fair market values with the Baseline Documentation of the Property (on file at Grantee's offices) from which the Proportionate Share may be determined in accordance with this Section 7.08, and shall amend such ratio, if necessary, to reflect any final determination of values by the Internal Revenue Service or court of competent jurisdiction. For purposes of this Section, the Proportionate Share shall remain constant, and the percentage interests of Grantor and Grantee in the fair market value of the Property thereby determinable shall remain constant. If circumstances arise in the future that render the Conservation Purpose of this Amended and Restated Conservation Easement impossible or impracticable to accomplish, this Amended and Restated Conservation 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 Amended and Restated Conservation 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 Amended and Restated Conservation Easement (minus any amount attributable to the value of improvements' made-by Grantor after the effective date of the Original'Conservation Easement) at the time of the extinguishment. The Property's then-fair market value shall be established by an arm's length sale of the Property.(or such portion of which as to which this Amended and Restated Conservation Easement is extinguished) consummated within ninety (90) days of the extinguishment, subject to Grantee's approval of the sale price as fairly representing the then-fair market value of the Property; or, if no sale takes place within such time frame, the Property's then-fair market value shall be determined 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 borne by Grantor. Grantor shall make such payment to Grantee upon the closing of a'sale of the Property (or affected portion thereof) consummated within ninety (90) days of the extinguishment; or, if no sale takes place within such time frame, within ninety (90) days of the extinguishment. 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 Amended and Restated Conservation 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 its Proportionate Share of,the then-fair market value of the Property and all incidental or direct damages resulting from the taking. All expenses reasonably incurred by the Parties to this Amended and-Restated -24- t Conservation Easement in connection with such taking shall be paid out of the respective party's recovered, proceeds. Grantee shall use such proceeds actually recovered by it in a manner consistent with the Conservation Purpose of this Amended and Restated Conservation Easement. The respective rights of Grantor and Grantee set forth in this Section 7.08 shall be in addition to, and not in limitation of, any rights they 'may, have by law with respect to a modification or termination of this Amended and Restated Conservation Easement-by reason of changed conditions or the exercise of the power of eminent domain as aforesaid. In making this grant of Amended and Restated Conservation Easement, however, Grantor has considered the possibility that uses prohibited by the terms of, this Amended and Restated Conservation Easement may become more economically viable than the uses specifically reserved by Grantor pursuant to this Amended and Restated Conservation Easement. It is the intent of both Grantor and Grantee that any such change in economic conditions shall not be deemed to be circumstances justifying the termination or extinguishment of this Amended and Restated Conservation Easement pursuant to this Section. ARTICLE EIGHT MISCELLANEOUS 8.01 Alienability Grantor shall have the right to convey, mortgage or lease all of its remaining interest in the Property but only subject to the terms of this Amended -and Restated Conservation 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 Amended and Restated Conservation Easement, without modification or amendment of the terms of this Amended and Restated- Conservation Easement, and shall incorporate this Amended and Restated 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 affect Grantee's rights hereunder or the validity of this Amended and Restated Conservation Easement. 8.02 Entire Understanding This Amended and Restated Conservation Easement contains the entire understanding between its Parties concerning its subject matter. Any prior agreement between the Parties concerning its subject matter shall be merged into this Amended and Restated Conservation Easement and superseded by it. -25- 8.03 Amendment This Amended and Restated Conservation Easement is made with the intention that it shall qualify as a conservation easement in perpetuity under Code Section 170(h) and Article 49, Title 3 of the Environmental Conservation Law of the State of New York. The Parties agree to amend the provisions of this Amended and Restated Conservation 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 Amended and Restated Conservation 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 Amended and Restated Conservation 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 running with the land. Grantee and Grantor shall mutually have the right to agree to amendments to this Amended and Restated Conservation Easement, provided, however, that Grantee shall have no right or power to agree to any amendment hereto that would result in this Amended and Restated Conservation Easement failing to qualify as a valid conservation easement under Article 49,Title 3 of the Environmental 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). 8.04 Severability Any provision of this Amended and Restated 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 and effective. Any other provision of this Amended and Restated Conservation 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. 8.05 Notice, All notices required by this Amended and Restated Conservation 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 -26- 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. 8.06 Governing Law New York law applicable to deeds and conservation easements pertaining to land located within New York shall govern this Amended and Restated Conservation Easement in all respects, including validity, construction, interpretation, breach, violation and performance, except as otherwise provided in Section 8.07 hereof. 8.07 Interpretation - Regardless of any contrary rule of construction, no provision of this Amended and Restated Conservation 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 Amended and Restated Conservation Easement shall be construed against the party which drafted it, or against the party whose attorney drafted it. If any provision of this Amended and Restated 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 consistent with the Conservation Purpose of this Amended and Restated Conservation 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 Amended and Restated Conservation Easement, and this Amended and Restated Conservation Easement shall be interpreted broadly to effectuate the Conservation Purpose of this Amended and Restated Conservation Easement as intended by the Parties. The Parties intend that this Amended and Restated Conservation 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. 8.08 Public Access Nothing contained in this Amended and Restated Conservation Easement grants, nor shall be interpreted to grant, to the general public any right to enter upon the Property. 8.09 Warranties The warranties and representations made by the Parties in this Amended and Restated Conservation Easement shall survive its execution. -27- 8.10 Recording Grantee shall record this Amended and Restated Conservation Easement in the land records of the office of the Clerk of the County of Suffolk, State of New York, and shall forward a copy of the recorded easement to the New York State Department of Environmental Conservation. 8.11 Enforceable Restriction;Successors The covenants, terms, conditions, and restrictions of this Amended and Restated Conservation 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 Grantor and its representatives,agents,licensees,successors,and assigns, and the above-named Grantee and its successors and assigns. 8.12 Termination of Rights and Obligations A party's rights and obligations under this Amended and Restated Conservation Easement terminate upon transfer of the party's interest in the Amended and Restated Conservation Easement or the Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 8.13 Headings The headings, titles and subtitles herein have been inserted solely for convenient reference,and shall be ignored in its construction. 8.14 Counterparts Grantor and Grantee may execute this instrument in two or more 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. [Signatures to follow on next page.] -28- v IN WITNESS WHEREOF, Grantor has executed and delivered and Grantee has accepted and received this Amended and Restated Deed of Conservation Easement on the day and year set forth above. GRANTOR WALKER/MC LL,LLC BY: s -e- Russe McCall \ Manager GRANTEE PECONI ND TRUST,INCORPORATED BY: /A 21� y J Canfield Vice resident STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: On this � Aay of December in the year 2015 before me,the undersigned, personally appeared Russell C.McCall,personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s)is(are)subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument,the indivi I(s), or the person upon behalf of which the individuals) acted,executed the instr t. Notary Public DONNA McGAHAN Notary Public, State of New York No. 01 MC4851459 Qualified In Suffolk County Commission Expires Aug. 18, 2018 o r ' STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: On this day of 41- in the year 20�b before me,the undersigned,personally appeared .1. personally known to me or proved to me on the basis of satisfactory 6dence 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. Aba21A.,: , " - - Notary Public PATRICIA L. FALLON i Notary Public,State of New York No. of FA4950146 Qualified In Suffolk County Commission ExPireS April 24, 'D/ STATE OF NEW YORK ) COUNTY OF SUFFOLK ) SS: On this day of in the year 20_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. Notary Public SCHEDULE A: Legal Description of the Property EXHIBIT A: Conservation Easement Map of the Property EXHIBIT B: Agricultural Lease between Grantor and Grantee -30- l�Lt�?iLKy �Gt���'•�•• V1 SCHEDULE A ALL that certain plot, piece or parcel of land with the buildings and improvements thereon erected, situate, lying and being at Cutchogue, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Main Road(NYS Route 25) at the northeast corner of the premises herein described; said point being 175 feet westerly as measured along the said southerly side of Main Road(NYS Route 25) from the northwesterly corner of land now or formerly of Dickerson; said point also marking the northwest corner of lands now or formerly of John and Anne Elak as contained in deed Liber 7934 page 481; from said point of beginning RUNNING THENCE along said land now or formerly of John and Anne Elak the following two (2) courses and distances: South 06 degrees 44 minutes 37 seconds East, 276.18 feet; North 81 degrees 09 minutes 13 seconds East, 85.21 feet; THENCE along land now or formerly of John and Anne Elak and along land now or formerly of Frances J. Bogut and John F. Bogut and along lands now or formerly of James F. Brush and Nancy J.Brush, Gerard Shaw and Susan Shaw and Anthony Lauro and Patricia Lauro, South 02 degrees 18 minutes 57 seconds East, 1,759.54 feet to the northerly side of New Suffolk Avenue; THENCE northwesterly and westerly along New Suffolk Avenue the following two (2) courses and distances: North 65 degrees 10 minutes 37 seconds West, 75.12 feet, South 83 degrees 11 minutes 30 seconds West, 593.63 feet to land now or formerly of Alma T. Suter; THENCE northwesterly along said land North 02 degrees 07 minutes 26 seconds West, 1,721.34 feet to other land now or formerly of John and Anne Elak; THENCE along said land the following two (2) courses and distances: North 83 degrees 22 minutes 44 seconds East, 125.00 feet; North 02 degrees 07 minutes 26 seconds West, 275.00 feet to the southerly side of Main Road(NYS Route 25); THENCE easterly along said southerly side of Main Road (NYS Route 25)North 83 degrees 22 minutes 44,seconds East, 422.54 feet to the point or place of BEGINNING. �i EXCEPTING THEREFROM THE FOLLOWING RESERVED AREA: ALL that certain plot, piece or parcel of land with the buildings and improvements thereon erected, situate, lying and being at Cutchogue, in the Town of Southold, County of Suffolk and State of New York, bounded and described as follows: BEGINNING at a point on the southerly side of Main Road(NYS Route 25) at the northeast corner of the premises herein described; said point being 175 feet westerly as measured along the said southerly side of Main Road(NYS Route 25) from the northwesterly corner of land now or formerly of Dickerson; said point also marking the northwest corner of lands now or formerly of John and Anne Elak as contained in deed Liber 7934'page 481; from said point of beginning RUNNING THENCE along said land now or formerly of John and Anne Elak the following two (2) courses and distances: South 06 degrees 44 minutes 37 seconds East, 276.18 feet; North 81 degrees 09 minutes-13 seconds East, 85.21 feet; THENCE South 02 degrees 18 minutes 57 seconds East, 25.17 feet; THENCE South 81 degrees 09 minutes 13 seconds West, 108.28 feet; THENCE North 06 degrees 44 minutes 37 seconds West, 302.17 feet to the southerly side of Main Road(NYS Route 25); THENCE easterly along said southerly side of Main Road(NYS Route 25)North 83 degrees 22 minutes 44 seconds East, 25.00 feet to the point or place of BEGINNING. 31 0. 4L SURVEY OF PROPERTYN 5lTUAlBHATnTTWK WE TOM 5OUTHOLD SUFFOLK C4XNrY.NY + *�Z.06 7h 09 665t 4A ccalmm mmra-cm JMMAX ti i su 44 A6 I FEIV "ju I C 24 3 poWd CO"wJWto tw-- Or. ii 4. Nom. p�vs pan. ............ ........ Faro New PAPA V,q*SP.o ZDM46 ACqM JOHN C EHLERS LAND SURVEYOR' fLorummsmw SCA RftuMADxTujm 304MV-304M ZVI* NCi7ID M-Ma" EXHIBIT B Agricultural Lease between Grantor and Grantee THIS LEASE ("Lease'), dated i �' 1 U 2Q-/45(for reference purposes only), is by and between WALKER/MCCALL, LLC, c/o Russell McCall, whose address is P.O. Box 271, Cutchogue, New York 11952 (herein called "Lessor"), and the PECONIC LAND TRUST, INCORPORATED, a not-for-profit New York corporation, having offices at 296 Hampton Road, P.O.Box 1776, Southampton,New York 11969 (hereinafter called"Lessee"). WHEREAS, Lessor is the owner of that certain real property located at 2.0730 Route 25, Mattituck, Town of Southold, County of Suffolk, State of New York, SCTM# 1000-115-8-3.5 & 3.6, more particularly bounded and described in "SCHEDULE A," which is attached to that certain Amended and Restated Conservation Easement defined and described below and incorporated herein by this reference (the "Property"). Lessee holds a conservation easement ("Amended and Restated Conservation Easement") on the Property, which Amended and Restated Conservation Easement is recorded at Liber and Page in the official records of Suffolk County, New York, and which Amended and Restated Conservation Easement, including all of its schedules, exhibits, and other attachments, is hereby incorporated herein by this reference;and WHEREAS, in the Amended and Restated Conservation Easement, Lessor, as owner of the Property, covenanted and agreed that, if Lessor failed, for any reason, to keep the Property in active commercial agricultural production for a period of two (2) consecutive years (or earlier if Lessor notified Lessee that Lessor no longer intended to conduct active commercial agricultural operations on the Property), and Lessor did not timely enter into an agricultural lease with a farmer pursuant to the terms of the Amended and Restated Conservation Easement, Lessee had the right to unilaterally invoke this Lease pursuant to the terms hereof as well as to assign this Lease or sublet all or a portion of the Property, at Lessee's sole discretion, to any farmer (i) who agrees to conduct Commercial Agricultural Activities (as that terms is defined iun Section 3.01 of the Amended and Restated Conservation Easement) on the Property in compliance with all applicable laws and ordinances and the terms and conditions of the Amended and Restated Conservation Easement, including but not limited to conducting sound agricultural practices as provided in Section 3.01 of the Amended and Restated Conservation Easement and in consideration of an approved Conservation Plan as described in Section 4.01 of the Amended and Restated Conservation Easement (as such Conservation Plan may be amended pursuant to the terms of such section); (ii) whose aggregate agricultural operations meet the qualifications necessary to keep the Property enrolled in the NYS Agricultural District and the NYS Agricultural Assessment Program; and (iii) who expects to devote sufficient time to engaguzg in active Commercial Agricultural Activities on the Property ("Qualified Farmer"); and -33 - WHEREAS, Lessor has ceased Commercial Agricultural Activities on the Property for a period of two (2) consecutive years (or, as applicable, Lessor has notified Lessee that Lessor no longer intends to conduct Commercial Agricultural Activities on the Property), and Lessee has notified Lessor that Lessee intends to invoke this Lease pursuant to the terms of the Amended and Restated Conservation Easement. NOW,THEREFORE,for and in consideration of their mutual covenants, agreements, and undertakings hereinafter set forth,Lessor and Lessee agree as follows: 1. Lease. Lessor and Lessee agree that this Lease will be deemed fully effective and valid on the date that Lessor receives Lessee's written notification that the circumstances upon which Lessee is entitled to invoke this Lease have occurred and that Lessee intends to invoke this Lease ("Lessee's Notice of Intent to Lease');provided that, during the Term(as defined below) of this Lease, Lessee shall not use the Property or any part thereof for any purpose other than the purpose(s) stated in this Lease or in violation of the Amended and Restated Conservation Easement or any applicable law or ordinance. In Lessee's Notice of Intent to Lease, Lessee shall provide the Annual Fair Market Value of this Lease (as defined and further described.in Section 3 below) and all data and information that Lessee relied upon to calculate same. 2. Term. The term of this Lease shall commence on the date of Lessor's receipt of Lessee's Notice of Intent to Lease ("Effective Date"), regardless of the date of Lessee's actual entry, and shall run for a period of five (5) consecutive years ("Initial Term"). Said Lease shall renew automatically at the end of each five (5)-year term for an additional five (5) years so long as Lessee is in full compliance with all of the covenants and conditions contained in this Lease, unless (i) Lessee notifies Lessor of Lessee's intent to terminate this Lease, which notice must be given in writing not less than ninety (90) days prior to date of termination of any existing term or (ii) Lessor notifies Lessee of Lessor's intent to terminate this Lease, which notice must be given in writing not less than ninety (90) days prior to date of termination of any existing term and provided that Lessor may only so terminate if Lessor intends to conduct, and within three (3) months of said termination actually commences conducting, Commercial Agricultural Activities on the Property in compliance with all applicable laws and ordinances and the terms and conditions of the Amended and Restated Conservation Easement,including but not limited to conducting sound agricultural practices as provided in Section 3.01 of the Amended and Restated Conservation Easement and in consideration of an approved Conservation Plan as described in Section 4.01 of the Amended and Restated Conservation Easement (as such Conservation Plan may be amended pursuant to the terms of such section). The Initial Term and any succeeding five-year term complying with the terms of this Section shall be referred to herein as the"Term" of this Lease. 3. Lease Payment. Lessee agrees to pay annually as rent the sum equal to the "Annual Fair Market Value" of this Lease as of the Effective Date.The Annual Fair Market Value of this Lease shall be determined according to the following method: (i) Lessee shall compile annual rental -34- z rates of three (3) agricultural leases currently in effect from the nearest similar agricultural operations to the Property; (ii) those rental rates shall be divided by the respective number of acres subject to such other agricultural leases, which will produce a per-acre rate for each lease; (iii) those three per-acre rental rates shall be averaged and rounded to the nearest whole dollar; and (iv) such average shall be multiplied by the number of acres subject to this Lease, thereby producing the Annual Fair Market Value of this Lease. This Annual Fair Market Value may not be disputed by Lessor so long as Lessee has satisfied the terms of this Section. (For illustrative purposes only, if the number of acres subject to this Lease is 100, and Lessee compiles the following annual rental rates for the leases on the three nearest farming operations then in effect, the Annual Fair Market Value of this Lease would be$12,800/year, calculated as follows: Farm A:$4,200(40 acres):$105/acre Farm B:$5,000(50 acres):$100/acre Farm C:$3,600(20 acres):$180/acre Average:$128/acre *100 acres=$12,800/year=Annual Fair Market Value] The Annual Fair Market Value shall be paid by Lessee either(i) on an annual basis on or before the first day of each year of the Term;or(ii) on a monthly basis on or before the first day of each month of the Term (with the first month's rent of the Initial Term and last month's rent of any unextended Term to be prorated based on a 30-day month).The Annual Fair Market Value shall be adjusted every five (5) years according to the method provided in this Section. Any other payment arrangement shall require the prior written approval of Lessee and Lessor. Upon assignment of this Lease or sublease of the Property as provided in Section 4 below,Lessee shall keep records of all expenses related to such assignment or subleasing and may deduct those expenses from the annual rent payment. 4.• Assignment/Sublease. Lessee may freely assign this Lease or sublet all or a portion of the Property to a Qualified Farmer at any time during the Term without any prior notice to or consent of Lessor and in Lessee's sole and absolute discretion; provided that Lessee shall provide written notice to Lessor of any such assignment or sublease and the identity of the Qualified Farmer sublessee within thirty (30) days of executing such assignment or sublease. Lessee shall provide a full copy of the Amended and Restated Conservation Easement to such sublessee upon the execution of any such assignment or sublease of this Lease by Lessee pursuant to this paragraph. 5. Utilities; Taxes. Lessor shall continue to pay all charges for heat, electricity, gas, telephone, water, trash collection, sewer and all other utilities, if any, servicing the portion of the Property utilized by Lessor during the Term of the Lease, if applicable, and shall continue to pay existing real property taxes and customary increases, except for any increases attributable to Lessee's activities on, or improvements to, the Property. Lessee shall be solely responsible for the -35- payment of any personal property taxes levied on the personal property owned by Lessee and used on the Property. 6. Permitted Agricultural Operations. Lessee may use the Property only for the conduct of Commercial Agricultural Activities, which include but are not limited -to restoration, preparation and/or maintenance of the Property for future Commercial Agricultural Activities or the conduct of Commercial Agricultural Activities itself. Notwithstanding the foregoing, Lessee may conduct, at its discretion, any Commercial Agricultural Activities on the Property that are in compliance with all applicable laws and ordinances and the terms and conditions of the Amended and Restated Conservation Easement, including but not limited to conducting sound agricultural practices as provided in Section 3.01 of the Amended and Restated Conservation Easement and in consideration of an approved Conservation Plan as described in Section 4.01 of the Amended and Restated Conservation Easement (as such Conservation Plan may be amended pursuant to the terms of such section). Lessee shall be solely responsible for the cost of all materials, equipment, and labor required to conduct Commercial Agricultural Activities on the Property, including but not limited to sprays, trellises and other infrastructure and inputs. 7. Future Improvements. Lessee may make such improvements to the Property as are reasonably necessary for the permitted agricultural operations on the Property, provided that any such improvement shall comply with the terms and conditions of the Amended and Restated Conservation Easement as well as any applicable law and regulation, whether municipal, state and/or federal,now in force, or which may hereafter be in force, pertaining to the Property and Lessees use and occupancy thereof.Any cost and expense incurred as a result of the improvements shall be paid by Lessee. Lessee shall keep the Property free of mechanic's liens. 8. Maintenance; Storage; Dumping. Lessee shall maintain all portions of the Property in a reasonable state of cleanliness and orderly condition, free from trash, waste and debris; provided, however, that the deposition of organic materials used on the Property for, or resulting from, the conduct of Commercial Agricultural Activities that are conducted in accordance with this Lease and Section 3.01 of the Amended and Restated Conservation Easement is permitted. Lessee may store and/or deposit material and equipment about the Property on a temporary basis in accordance with sound agricultural practices and in consideration of an approved Conservation Plan as described in Section 4.01 of the Amended and Restated Conservation Easement (as such Conservation Plan may be amended pursuant to the terms of such section). 9. Hazardous Substances. Lessee shall not install, store, treat, use, transport, or otherwise dispose of any hazardous materials on, under, above, or in the Property unless such use, storage, and transportation is in compliance with all applicable laws. As used in this Lease, the term "hazardous substances" means any substance, material, or waste now or hereafter determined by any federal, state, or local governmental authorities to be capable of posing a -36- _ 6 risk of injury to health, safety, or property, including, but not limited to, any substance, material, or waste: (i) containing asbestos, radioactive materials, petroleum, petroleum fractions, or petroleum distillates; (ii) now or hereafter defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of New York law; (iii) now or hereafter defined as "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. §6903; or(iv)now or hereafter defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA),42 U.S.C. §9601 et seq. 10. Indemnification;Insurance.Lessee shall indemnify, defend, and hold harmless Lessor from any and all claims, demands, lawsuits or judgments arising out of the use of the Property during the Term of this Lease. Lessee agrees to carry and maintain at its own cost and expense throughout the entire term-of this Lease a policy or policies of insurance, in which Lessor shall be named as an additional insured, insuring against death or injury to persons and damage to property in an amount not less than $2,000,000.00 combined single limit for both bodily injury and property damage liability type claims. Prior to taking possession of the demised Property, Lessee shall deliver to Lessor a certificate of the insurance company issuing such insurance, evidencing such coverage. f 11. Default. In the event Lessee defaults in performing or observing any of the covenants or conditions of this Lease and does not cure such default within thirty (30) days of Lessee's receipt of written notice thereof by Lessor (or within ten (10) business days for defaults involving Lessee's failure to maintain insurance coverage as required by the terms of this Lease), or under circumstances where the default cannot reasonably be cured within a thirty (30)-day period, fails to begin curing the violation within the thirty (30)-day period, or does not continue diligently to cure the failure until finally cured, Lessor may, at Lessor's option, terminate and cancel this Lease, re-enter the Property and dispossess Lessee and remove its effects and take possession of the Property and hold the same as if this Lease had not been made. 12. No Waiver. The failure of Lessor to insist upon the strict performance of any of the terms, conditions, and covenants herein shall not be deemed a waiver of any right or remedy that Lessor may have and shall not be deemed a waiver of any subsequent breach or default in the terms,conditions and covenants herein contained. 13. Ouarantine. Lessee shall not be required to pay rent for any portion of the Property during any such time that such portion of the Property is quarantined by New York State, Suffolk County, or similar governmental agency. In such event, the annual rent shall be proportioned based upon the area of the Property quarantined and the number of days the quarantine remains in effect. -37- � 6 14. Notice. Any bill, statement, or notice that either party desires to give or is required to be given by the terms of this Lease shall be made in writing and delivered or mailed to the intended recipient at the parties' respective addresses shown on the first page of this Lease (or to such other address as such party may designate to the other pursuant to the terms of this Section). Said notice will be considered delivered on the day it is mailed, if applicable, or if not mailed,when actually delivered to the recipient at the proper address. Any such notice shall be delivered personally; sent by certified U.S. mail, return receipt requested, with sufficient postage prepaid; or sent by a reputable overnight delivery service.A copy of any such notice to Lessor shall be sent to Abigail A. Wickham, 13015 Main Road, P.O. Box 1424, Mattituck, New York 11952, by first-class U.S. mail, postage prepaid, and by email to awickham@wbglawyers.com, or to such other address as is provided by the notice requirements herein. 15. Amendment. This Lease may be amended only by an agreement in writing signed by the parties to this Lease. 16. Termination. In addition to other events of termination provided for in this Lease, this Lease may also be terminated at any time upon mutual consent of Lessor and Lessee. 17. Surrender of Property. Upon the expiration or termination of this Lease, Lessee shall quit and surrender the Property to Lessor. On termination or expiration, Lessee shall have the right to remove personal property at its expense and shall have sixty (60) days after the expiration of the Lease in which to remove any or all of said personal property; provided, however, that no improvements which are affixed to or under the Property may be removed without Lessor's consent,not to be unreasonably withheld or delayed. If Lessee fails to remove all said personal property within 60 days after expiration of the Lease, then that personal property not removed shall be deemed abandoned by Lessee and title to that property may be retained by Lessor. 18. Eminent Domain. If the whole or any part of the Property is acquired or condemned by eminent domain for any public or quasi-public use or purpose,then the terms of this Lease shall terminate from the date of title vesting in such condemning entity, and Lessee shall have no claim against Lessor for the value of any unexpired Term of this Lease. 19. Lien. This instrument shall not be a lien against said Property in respect to any mortgages that hereafter'may be placed against said Property and that the recording of such mortgage or mortgages shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording, and Lessee agrees to execute any such instrument,without cost, which may be deemed necessary or desirable to further effect the subordination of this Lease to any such mortgage or mortgages. 20. No Broker. Each party represents to the other that no broker brought about the signing of this Lease. In the event any person asserts a claim for a broker's commission or finder's fee, the -38- •t f party on account of whose conduct or actions the claim is asserted will indemnify, defend and hold the other party harmless from said claim. 21. Lease Runs with the Property. This Lease and all its terms shall run with the Property and shall survive a sale of the Property by Lessor. 22. Successors and Assigns. The covenants, conditions, and agreements contained in this Lease shall bind and inure to the benefit of Lessor and Lessee and their respective heirs, successors, and permitted assigns. 23. Entire Agreement. Any prior negotiations, oral representations, or statements made by either Lessor or Lessee are merged into this Lease. All prior claims, counter-claims, defenses, or actions are extinguished upon execution of this Lease. This Lease contains and fully integrates the entire agreement between the parties, and it shall not be modified in any manner except by an instrument in writing executed by the parties. If any term or provision of this Lease or the application of this Lease to any person or circumstances shall, to any extent, be determined to be invalid or unenforceable, the remainder of this Lease, or the application of such Lease's terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each remaining term and provision of this Lease shall be valid and shall be enforced to the fullest extent permitted by law. 24. Construction. This Lease shall be governed by and construed under the laws (statute and common) of the State of New York. Paragraph headings and summaries are for convenience only. In no event shall any such title or caption be deemed to be part of this Lease or interpretive of any of its language or intent. No provision of this Lease is to be interpreted for or against either party because that party or that party's legal representative drafted this Lease or any of its provisions. Words of any gender in this Lease shall be held to include any other gender, and words in the singular number shall be held to include the plural when the sense requires. 25. Time of Essence.Time is of the essence in this Lease and all the provisions relating to timely performance shall be strictly construed. 26. Attorneys' Fees. In the event of litigation arising out of or concerning this Lease, the prevailing party shall be entitled to recover, in addition to any other available remedy, its reasonable attorneys' fees. 27. Bankruptcy FilinZ. In the event Lessee files for bankruptcy protection, or a petition in bankruptcy is filed against Lessee, Lessee agrees to move within five (5) business days of such filing to assume or reject the Lease. Failure to so move will be a default under the Lease pursuant to 11 U.S.C.Section 362. -39- 4 S IN WITNESS WHEREOF, the parties have executed this Lease on the date as first above written. LESSOR LESSEE WalkerMcCall,LLC Peconic Land Trust,Incorporated BY: Russell McCall, o-Manager Timothy J.Caufield,Vice President BY: Russell McCall Jr.,Co-Manager -40- IN WITNESS WHEREOF, the parties have executed this Lease on the date as first above written. LESSOR LESSEE Walker/McCall,LLC Peconic Land Trust,Incorporated BY: BY: Russell McCall, Co-Manager Timothy J. Caufield,Vice President BY: Russell McCall Jr., Co-Manager -40- IN WITNESS WHEREOF, the parties have executed this Lease on the date as first above written. LESSOR LESSEE Walker/McCall,LLC Peconic Land Trust,Incorporated BY: Russell McCall, Co-Manager Ti J. field,Vice President BY: Russell McCall Jr., Co-Manager 4 -40- T I T L E P O L I C Y ALTA Owner's Policy(6-17-06) POLICY OF TITLE INSURANCE ISSUED BY stewarpt . e insurance company Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS,STEWART TITLE INSURANCE COMPANY,a New York corporation,(the"Company's insures,as of Date of Policy and,to the extent stated in Covered Risks 9 and 10,after Date of Policy,against loss or damage,not exceeding the Amount of Insurance,sustained or incurred by the insured by reason of: 1. Title being vested other than as stated in Schedule A. ' 2. Any defect In or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Tale caused by (I) forgery,fraud,undue influence,duress,incompetency,Incapacity,or impersonation; (Ii) failure of any person or Entity to have authorized a transfer or conveyance; (Ill) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law (v) a document executed under a falsified,expired,or otherwise invalid power of attorney (vi) a document not properly filed, recorded,or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term"encroachment"includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance,permit, or governmental regulation (including those relating to building and zoning) restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; -` (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection H a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to In that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. Countersigned: %Hsuq ��1�opPOgq+�oF Q:a 7 �� Julie Curlen President 6o ' f l o Agent 17 Stewart Title Insurance Company Denise arrauX New York,New York Corporate Secretary Part 1 of Policy Serial No. 0-8911-719130 if you went information about coverage or need assistance to resolve complaints,please call our toll free number. 1-800.433.0014. If you make a claim under your policy,you must furnish written notice In accordance with Section 3 of the Conditions. visit our Word-Wide Web site at httn:Avww.StewartNowYork com File No.: STI 5-25472 COVERED RISKS(Continued) 9. Title being vested other than as stated in Schedule A or being defective (1) to be timely,or (a) as a result of the avoidance in whole or in part,or from a court order (IQ to Impart notice of its existence to a purchaser for value or to a providing an alternative remedy,of a transfer of all or any part of the judgment or lien creditor. title to or any interest in the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Tale or other matter included vesting Title as shown in Schedule A because that prior transfer in Covered Risks 1 through 9 that has been created or attached or has constituted a fraudulent or preferential transfer under federal been filed or recorded In the Public Records subsequent to Date of Policy bankruptcy,state insolvency,or similar creditors'rights laws;or and prior to the recording of the deed or other Instrument of transfer in the (b) because the instrument of transfer vesting Tale as shown in Public Records that vests Title as shown in Schedule A. Schedule A constitutes a preferential transfer under federal The Company will also pay the costs,attorneys'fees,and expenses incurred in bankruptcy, state Insolvency, or similar creditors' rights laws by defense of any matter Insured against by this Policy, but only to the extent reason of the failure of its recording in the Public Records provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company,not recorded in the Public Records at and the Company will not pay loss or damage, costs, attorneys' fees, or Date of Policy,but Known to the Insured Claimant and not disclosed expenses that arise by reason of: in writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (Including the Insured Claimant became an Insured under this policy; those relating to building and zoning)restricting,regulating,prohibiting,or (c) resulting in no loss or damage to the Insured Claimant; relating to (d) attaching or created subsequent to Date of Policy (however,this (i) the occupancy,use,or enjoyment of the Land; does not modify or limit the coverage provided under Covered Risk (IQ the character, dimensions, or location of any improvement 9 and 10);or erected on the Land; (e) resulting in loss or damage that would not have been sustained if (III) the subdivision of land;or the Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or governmental insolvency, or similar creditors'fights laws, that the transaction vesting regulations. This Exclusion 1(a)does not modify or limit the coverage provided the Title as shown in Schedule A,is under Covered Risk 5. (a) a fraudulent conveyance or fraudulent transfer,or (b) Any governmental police power. This Exclusion 1(b) does not (b) a preferential transfer for any reason not stated in Covered Risk 9 of modify or limit the coverage provided under Covered Risk 6. this policy. 2. 2.Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy 3. Defects,liens,encumbrances,adverse claims,or other matters and the date of recording of the deed or other Instrument of transfer in the (a) created,suffered,assumed,or agreed to by the insured Claimant; Public Records that vests Title as shown In Schedule A. CONDITIONS 1. DEFINITION OF TERMS Insured named in Schedule A for estate planning The following terms when used in this policy mean: purposes. (a) 'Amount of insurance": The amount stated in Schedule A,as (Ii) With regard to(A),(B),(C),and(D)reserving,however,all may be increased or decreased by endorsement to this policy, rights and defenses as to any successor that the Company increased by Section 8(b),or decreased by Sections 10 and 11 would have had against any predecessor Insured. of these Conditions. (e) "Insured Claimant": An Insured claiming loss or damage. (b) 'Date of Policy': The date designated as"Date of Policy"in (f) "Knowledge" or-Known": Actual knowledge, not constructive Schedule A. knowledge or notice that may be Imputed to an Insured by (c) "Entity": A corporation, partnership, trust, limited liability reason of the Public Records or any other records that impart company,or other similar legal entity, constructive notice of matters affecting the Title. (d) "Insured': The Insured named in Schedule A. (g) 'Land": The land described in Schedule A, and affixed (I) The term"Insured"also includes improvements that by law constitute real property. The term (A) successors to the Tate of the insured by operation of "Land"does not include any property beyond the lines of the law as distinguished from purchase,including heirs, area described in Schedule A, nor any right, title, Interest, devisees, survivors, personal representatives, or estate,or easement in abutting streets,roads,avenues,alloys, next of kin; lanes,ways,or waterways,but this does not modify or limit the (B) successors to an Insured by dissolution, merger, extent that a right of access to and from the Land is insured 6y consolidation,distribution,or reorganization; this policy. (C) successors to an Insured by its conversion to another (h) "Mortgage": Mortgage, deed of trust, trust deed, or other kind of Entity; I security instrument, Including one evidenced by electronic (D) a grantee of an Insured under a deed delivered means authorized by law. without payment of actual valuable .consideration (1) "Public Records": Records established under state statutes at conveying the Tale Date of Policy for the purpose of imparting constructive notice of (1) 'if the stock,shares,memberships,or other equity matters relating to real property to purchasers for value and interests of the grantee are wholly-owned by the without Knowledge. With respect to Covered Risk 5(d),'Public named Insured, Records"shall also include environmental protection liens filed (2) If the grantee wholly owns the named Insured, in the records of the clerk of the United States District Court for (3) if the grantee is wholly-owned by an affiliated the district where the Land is located. Entity of the named Insured, provided the affiliated Q) Title": The estate or interest described in Schedule A. Entity and the named insured are both wholly-owned (k) "Unmarketable Title:Title affected by an alleged or apparent by the same person or Entity,or matter that would permit a prospective purchaser or lessee of (4) if the grantee is a trustee or beneficiary of a trust the Title or lender on the Title to be released from the obligation created by a written instrument established by the to purchase, lease, or lend If there is a contractual condition -- requiring the delivery of marketable title. Page 2 Serial No.: 0-8911-719130 File No.: ST15-25472 CONDITIONS(Continued) 2. CONTINUATION OF INSURANCE obtaining witnesses, prosecuting or defending the action or The coverage of this policy shall continue in force as of Date of Policy proceeding, or effecting settlement,and (ii) in any other lawful in favor of an Insured, but only so long as the Insured retains an act that in the opinion of the Company may be necessary or estate or interest in the Land, or holds an obligation secured by a desirable to establish the Title or any other matter as Insured. If purchase money Mortgage given by a purchaser from the Insured,or the Company is prejudiced by the failure of the Insured to only so long as the Insured shall have liability by reason of warranties fumish the required cooperation, the Company's obligations to In any transfer or conveyance of the Title. This policy shall not the Insured under the policy shall terminate, including any continue in force in favor of any purchaser from the Insured of either liability or obligation to defend, prosecute, or continue any (i)an estate or interest in the Land,or(H)an obligation secured by a litigation, with regard to the matter or matters requiring such purchase money Mortgage given to the Insured. cooperation. (b) The Company may reasonably require the Insured Claimant to 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT submit to examination under oath by any authorized The Insured shall notify the Company promptly in writing()in case of representative of the Company and to produce for examination, any litigation as set forth in Section 5(a) of these Conditions, (i)in inspection,and copying,at such reasonable times and places case Knowledge shall come to an Insured hereunder of any claim of as may be designated by the authorized representative of the title or interest that is adverse to the Title,as Insured,and that might Company, all records, in whatever medium maintained, cause loss or damage for which the Company may be liable by virtue including books,ledgers,checks,memoranda,correspondence, of this policy, or (ii) if the Title, as Insured, is rejected as reports, e-malls, disks, tapes, and videos whether bearing a Unmarketable Title. If the Company Is prejudiced by the failure of the date before or after Date of Policy,that reasonably pertain to Insured Claimant to provide prompt notice,the Company's liability to the loss or damage. Further, if requested by any authorized the Insured Claimant under the policy shall be reduced to the extent representative of the Company,the Insured Claimant shall grant of the prejudice, its permission, in writing, for any authorized representative of the Company to examine,inspect,and copy all of these records 4. PROOF OF LOSS in the custody or control of a third parry that reasonably pertain In the event the Company is unable to determine the amount of loss to the loss or damage. All information designated as or damage,the Company may,at its option,require as a condition of confidential by the Insured Claimant provided to the Company payment that the Insured Claimant furnish a signed proof of loss. pursuant to this Section shall not be disclosed to others unless, The proof of loss must describe the defect, lien, encumbrance, or in the reasonable judgment of the Company,it is necessary in other matter insured against by this policy that constitutes the basis the administration of the claim. Failure of the Insured Claimant of loss or damage and shall state,to the extent possible,the basis of to submit for examination under oath,produce any reasonably calculating the amount of the loss or damage, requested information,or grant permission to secure reasonably necessary information from third parties as required in this 5. DEFENSE AND PROSECUTION OF ACTIONS subsection,unless prohibited by law or governmental regulation, (a) Upon written request by the Insured,and subject to the options shall terminate any liability of the Company under this policy as contained In Section 7 of these Conditions,the Company,at its to that claim. own cost and without unreasonable delay,shall provide for the defense of an Insured in litigation in which any third party 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; asserts a claim covered by this policy adverse to the Insured. TERMINATION OF LIABILITY This obligation is limited to only those stated causes of action In case of a claim under this policy, the Company shall have the alleging matters insured against by this policy. The Company following additional options: shall have the right to select counsel of its choice(subject to the (a) To Pay or Tender Payment of the Amount of Insurance. To pay right of the Insured to object for reasonable cause)to represent or tender payment of the Amount of Insurance under this policy the Insured as to those stated causes of action. It shall not be together with any costs,attorneys'fees,and expenses incurred liable for and will not pay the fees of any other counsel. The by the Insured Claimant that were authorized by the Company Company will not pay any fees,costs,or expenses Incurred by up to the time of payment or tender of payment and that the the Insured in the defense of those causes of action that allege Company is obligated to pay. Upon the exercise by the matters not Insured against by this policy. Company of this option, all liability and obligations of the (b) The Company shall have the right, in addition to the options Company to the Insured under this policy, other than to make contained in Section 7 of these Conditions,at its own cost,to the payment required in this subsection, shall terminate, Institute and prosecute any action or proceeding or to do any including any liability or obligation to defend, prosecute, or other act that In its opinion may be necessary or desirable to continue any litigation. establish the Tittle,as Insured,or to prevent or reduce loss or (b) To Pay or Otherwise Settle With Parties Other Than the Insured damage to the .Insured. The Company may take any or With the Insured Claimant. appropriate action under the terns of this policy,whether or not () To pay or otherwise settle with other parties for or in the it shall be Gable to the Insured. The exercise of these rights name of an Insured Claimant any claim Insured against shall not be an admission of liability or waiver of any provision of under this policy. In addition,the Company will pay any this policy. If the Company exercises its rights under this costs, attorneys' fees, and expenses Incurred by the subsection,it must dq so diligently. Insured Claimant that were authorized by the Company up (c) Whenever the Company brings an action or asserts a defense to the time of payment and that the Company Is obligated as required or permitted by this policy, the Company may to pay;or pursue the litigation to a final determination by a court of (i) To pay or otherwise settle with the Insured Claimant the competent jurisdiction,and it expressly reserves the right,in its loss or damage provided for under this policy, together sole discretion,to appeal any adverse judgment or order. with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company 6. DUTY OF INSURED CLAIMANT TO COOPERATE up to the time of payment and that the Company is (a) In all cases where this policy permits or requires the Company obligated to pay. to prosecute or provide for the defense of any action or Upon the exercise by the Company of either of the options proceeding and any appeals, the Insured shall secure to the provided for In subsections (b)() or (1), the Company's Company the right to so prosecute or provide defense in the obligations to the Insured under this policy for the claimed loss action or proceeding,including the right to use,at its option,the or damage,other than the payments required to be made,shall name of the Insured for this purpose. Whenever requested by terminate, Including any liability or obligation to defend, the Company, the Insured, at the Company's expense, shall prosecute,or continue any litigation. give the Company all reasonable aid (1) in securing evidence, Pa e 3 Serial No.: 0-8911-719130 File No.: ST15-25472 CONDITIONS(Continued) 8. DETERMINATION AND FJCTENT OF LIABILITY rights and remedies. If a payment on account of a claim does This policy is a contract of indemnity against actual monetary loss or not fully cover the loss of the Insured Claimant,the Company damage sustained or incurred by the insured Claimant who has shall defer the exercise of Its right to recover until after the suffered loss or damage by reason of matters insured against by this Insured Claimant shall have recovered its loss. policy, (b) The Company's right of subrogation includes the rights of the (a) The extent of liability of the Company for loss or damage under Insured to indemnities,guaranties,other policies of insurance, this policy shall not exceed the lesser of or bonds,notwithstanding any terms or conditions contained In () the Amount of Insurance;or those instruments that address subrogation rights. (g) the difference between the value of the Title as insured 14. ARBITRATION and the value of the Title subject to the risk insured against by this policy. Either the Company or the Insured may demand that the claim or (b) If the Company pursues its rights under Section 5 of these controversy shall be submitted to arbitration pursuant to the Title Conditions and is unsuccessful in establishing the Title, as Insurance Arbitration Rules of the American Land Title Association Insured, ('Rules'). Except as provided in the Rules,there shall be no joinder () the Amount of Insurance shall be increased by 10%,and or consolidation with claims or controversies of other persons. (ii) the Insured Claimant shall have the right to have the loss Arbitrable matters may include,but are not limited to,any controversy or damage determined either as of the date the claim was or claim between the Company and the Insured arising out of or made by the Insured Claimant or as of the date it is settled relating to this policy,any service in connection with its issuance or and paid. the breach of a policy provision,or to any other controversy or claim (c) In addition to the extent of liability under (a) and (b), the arising out of the transaction giving rise to this policy. All arbitrable Company will also pay those costs, attorneys' fees, and matters when the Amount of Insurance is$2,000,000 or less shall be expenses incurred in accordance with Sections 5 and 7 of these arbitrated at the option of either the Company or the Insured. All Conditions. arbitrable matters when the Amount of Insurance is In excess of $2,000,000 shall be arbitrated only when agreed to by both the 9. LIMITATION OF LIABILITY Company and the Insured. Arbitration pursuant to this policy and (a) If the Company establishes the Title, or removes the alleged under the Rules shall be binding upon the parties. Judgment upon defect, lien, or encumbrance, or cures the lack of a right of the award rendered by the Arbitrator(s)may be entered in any court access to or from the Land,or cures the claim of Unmarketable of competent jurisdiction. Title, all as Insured, in a reasonably diligent manner by any method,including litigation and the completion of any appeals,it 15. LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE shall have fully performed its obligations with respect to that CONTRACT matter and shall not be liable for any loss or damage caused to (a) This policy together with all endorsements,I any,attached to it the Insured. by the Company is the entire policy and contract between the (b) In the event of any litigation, including litigation by the Insured and the Company. In interpreting any provision of this Comparry or with the Company's consent,the Company shall policy,this policy shall be construed as a whole. have no liability for loss or damage until there has been a final (b) Any claim of loss or damage that arises out of the status of the determination by a court of competent jurisdiction, and Tale or by any action•asserting such claim shall be restricted to disposition of all appeals,adverse to the Tale,as insured. this policy. (c) The Company shall not be liable for loss or damage to the (c) Any amendment of or and to this policy must be in Insured for liability voluntarily assumed by the insured in settling writing and authenticated by an authorized person,or expressly any claim or suit without the prior written consent of the incorporated by Schedule A of this policy. Company. (d) Each endorsement to this policy issued at any time is made a part of this policy and Is subject to all of its terms and 10. REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF provisions. Except as the endorsement expressly states, it LIABILITY does not(f)modify any of the terms and provisions of the policy, All payments under this policy, except payments made for costs, (f)modify any prior endorsement,(fl)extend the Date of Policy, attorneys'fees,and expenses,shall reduce the Amount of Insurance or(iv)increase the Amount of Insurance. by the amount of the payment 16. SEVERABILITY 11. LIABILITY NONCUMULATIVE In the event any provision of this policy,in whole or in part,Is held The Amount of Insurance shall be reduced by any amount the invalid or unenforceable under applicable law, the policy shall be Company pays under any policy insuring a Mortgage to which deemed not to include that provision or such part held to be invalid, exception is taken in Schedule B or to which the Insured has agreed, but all other provisions shall remain in full force and effect. assumed,or taken subject,or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the 17. CHOICE OF LAW;FORUM amount so paid shall be deemed a payment to the Insured under this (a) Choice of Law: The Insured acknowledges the Company has policy underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting 12. PAYMENT OF LOSS interests in real property and applicable to the interpretation, When liability and the extent of loss or damage have been definitely rights,remedies,or enforcement of policies of title insurance of fixed In accordance with these Conditions, the payment shall be the jurisdiction where the Land is located. made within 30 days. Therefore, the court or an arbitrator shall apply the law of the v jurisdiction where the Land is located to determine the validity of 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT claims against the Tale that are adverse to the Insured and to (a) Whenever the Company shag have settled and paid a claim interpret and enforce the terms of this policy. In neither case under this policy,it shall be subrogated and entitled to the rights shall the court or arbitrator apply its conflicts of law principles to of the Insured Claimant in the Title and all other rights and determine the applicable law. remedies in respect to the claim that the Insured Claimant has (c) Choice of Forum: Any litigation or other proceeding brought by against any person or property,to the extent of the amount of the Insured against the Company must be filed only in a state or any loss, costs, attomeys' fees, and expenses paid by the federal court within the United States of America or Its territories Company. If requested by the Company,the Insured Claimant having appropriate Jurisdiction. shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant 18. NOTICES,WHERE SENT shall permit the Company to sue,compromise,or settle in the Any notice of claim and any other notice or statement in writing required to name of the Insured Claimant and to use the name of the be given to the Company under this policy must be given to the Company at Insured Claimant in any transaction or litigation involving these Claims Department at 300 East 4e St,10 Floor,New York,NY 10017. Pa e 4 Serial No.: 0-8911-719130 .File No.: ST15-25472 ALTA OWNER'S POLICY(6/17/06) SCHEDULE A File No.: STIS-25472 Policy No.: 0-8911-719130 Amount of $252,609.50 Insurance: Date of March 10,2016 Policy: 1. Name of Insured: Town of Southold 2. The estate or interest in the Land that is insured by this policy is: Development Rights 3. Title is vested in: Town of Southold who acquired title by virtue of Deed of Development Rights from Walker/McCall LLC,a Georgia Limited Liability Company dated 3/10/2016 to be duly recorded in the Suffolk County Clerk's Office. 4. The Land referred to in this policy is described as follows: See Schedule A Description,attached hereto and made a part hereof. Section: 115.00 Block: 08.00 Lot: 003.006 ALTA OWNER'S POLICY(6/17/06) SCHEDULE A DESCRIPTION File No.: ST15-25472 Policy No.: 0-8911-719130 ALL that certain plot,piece or parcel of land being in the Town of Southold,County of Suffolk and State of New York and being bounded and described as follows: BEGINNING at a point being distant 818.26 feet easterly from the easterly side of Locust Avenue as measured along the southerly side of Main Road; RUNNING THENCE from said point of beginning southeasterly along an arc of a curve bearing to the right having a radius of 25.00 feet a distance of 37.74 feet; THENCE South 10 degrees 07 minutes 33 seconds East 223.16 feet; THENCE southwesterly along an arc of a curve bearing to the right having a radius of 25.00 feet,a distance of 41.83 feet; THENCE South 85 degrees 44 minutes 35 seconds West, 124.54 feet; THENCE South 04 degrees 48 minutes 39 seconds East,535.00 feet; THENCE North 85 degrees 44 minutes 35 seconds East,300.00 feet; THENCE North 04 degrees 48 minutes 39 seconds West,535.00 feet; THENCE South 85 degrees 44 minutes 35 seconds West,95.04 feet; THENCE Northwesterly along an arc of a curve bearing to the right having a radius of 25.00 feet,a distance of 36.71 feet; THENCE North 10 degrees 07 minutes 33 seconds West,226.48 feet; THENCE Northeasterly along an arc of a curve bearing to the right having a radius of 25.00 feet,a distance of 40.80 feet to the southerly side of Main Road; THENCE along the southerly side of Main Road,South 83 degrees 22 minutes 44 seconds West 80.15 feet to the point or place of beginning. ALTA OWNER'S P011CY(6117106) SCHEDULE B PART I File No.: ST15-25472 Policy No.: 0-8911-719130 This policy does not insure against loss or damage(and the Company will not pay costs,attorneys'fees or expenses)that arise by reason of: 1. Commitment of Land to Continued Agricultural Production Agreements recorded in Liber 8243 Page 576,Liber 8435 Page 112 and Liber 8633 Page 91. 2. Right of Way Agreement set forth in Liber 12773 Page 953 and also set forth in prior deeds of record. 3. Right of First Refusal recorded in Liber 12273 Page 139. 4. Conservation Easement recorded in Liber 12278 Page 718. 5. In the absence of a survey acceptable to this Company,policy does not certify as to the exact location or dimensions of the premises on all sides;policy further excepts any state of facts an accurate survey might show. 6. Terms and conditions of Deed of Development Rights from Walker/McCall LLC,a Georgia Limited Liability Company to the Town of Southold dated 3110/2016 to be duly recorded in the Suffolk County Clerk's Office. 7. Rights of tenants or parties in possession,if any. 8. MORTGAGE made by Walker/McCall LLC,as to a 99%undivided interest and Russell C.McCall,as to a 1% undivided interest,as mortgagors to John Elak,Jr.and Roseanne Berezny,as mortgagees,dated 5/2/2014 and recorded 5/14/2014 in Liber 22489 Page 448 in the amount of$1,040,000.00. Mortgage tax paid:$8,290.00. Covers premises and more. With regard thereto: SUBORDINATION AGREEMENT dated 12/2/2015 made by and between Walker/McCall LLC and Russell C. McCall,as mortgagors and John Elak,Jr.and Roseanne Berezny,as mortgagees and Town of Southold and to be recorded in the Suffolk County Clerk's Office. STEWART TITLE INSURANCE COMPANY HEREIN CALLED THE COMPANY STANDARD NEW YORK ENDORSEMENT (Owner's Policy) Title No.: ST15-25472 Date of Issue: March 10,2016 ATTACEIED TO AND MADE A PART OF POLICY NUMBER 0-8911-719130 1. The following is added as a Covered Risk: "11. Any statutory�lien arising under Article 2 of the New York Lien Law for services,labor or materials furnished prior to the date hereof,and which has now gained or which may hereafter gain priority over the estate or interest of the insured as shown in Schedule A of this policy." 2. Exclusion Number 5 is deleted,and the following is substituted: 5. Any lien on the Title.for real estate taxes,assessments,water charges or sewer rents imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as Shown in Schedule A. This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or(iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise,this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. DATED: March 10,2016 Countersigned B Wsu (� gn y•' ti��l�oAPa ���. Julie Curlen ,,;rte mac. President or m 3`✓i�y�K'yp�yab -el- Denise drranx ,,,A(q1horifd O!Y'ic o Agent Corporate Secretary Stewart Title Insurance Company 300 East 42nd SL,10th FI New York,New York 10017 r STANDARD NEW YORK ENDORSEMENT(7/01/12) FOR USE WITH ALTA OWNER'S POLICY(6-17-06) N Y S A G M K T S W A I V E R IGERGS �°B�fQQtRe STATE 4F o{'roRTUMITY. and Markets ANDREW M. CUOMO RICHARD A. BALL. Governor Commissioner May 13, 2016 Melissa Spiro Department of Land Preservation Town of Southold PO Box 1179 Southold, NY 11971-0959' RE: Waiver—Town of Southold,Suffolk County—Acquisition of an Interest in Land Dear Ms.Spiro: The Department has reviewed documentation submitted by The Town of Southold to waive the Notice of Intent filing requirements in Section.305(4) of the Agriculture and Markets Law in connection with the acquisition of an interest in land within Suffolk County Agricultural District No. 1. The documentation includes a waiver signed by Russell McCall for approximately 28.4281 acres of active farmland (Tax Parcel ID#1000-115.-8-3.6) located in the Town of Southold. The above waiver meets the requirements of Section 305(4)(d) and 1 NYCRR Section 371.8. Therefore, the Notice of Intent filing requirements in paragraphs (b) and (c) of subdivision (4) are deemed waived for acquisition of an interest land on the referenced parcel by the Town of Southold. Should the project encompass other parcels of more than one acre from an active farm, or ten acres or more from the district,the Section 305(4) Notice provisions could still apply to those parcels. You are reminded that waiving the filing requirements in paragraphs (b) and (c) of subdivision (4) does not relieve the Town of its obligation under paragraph (a) to use all practicable means in undertaking a proposed action to minimize or avoid adverse impacts on agriculture within agricultural districts. If you have any questions, please feel free'to contact me. Sincerely, ROBERT SOMERS, Ph.D. Manager,Agricultural Protection Unit cc: Ken Schmitt,Chair,Suffolk County AFPB File No.: AP 16/023-W n b WED MAY 18 2016 DEPT.OF LAND Division of Land and Water Resources 1013 Airline Dr Albany,N.Y., 12235 518-457-8887 e.ny. ov OFFICE LOCATION: MELISSA A. SPIRO ��0� soyo Town Hall Annex LAND PRESERVATION COORDINATOR h0 �� 54375 State Route 25 melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) I Southold, New York Telephone(63 1)765-5711 G Q Facsimile(631)765-6640 ,�aY� MAILING ADDRESS IOUP.O. Box 1179 . Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD April 28,2016 Robert Somers, Ph.D. Manager,Agricultural Protection Unit NYS Department of Agriculture and Markets IOB Airline Drive Albany,NY 12235 Re: WALKER/McCALL.LLC to TOWN OF SOUTHOLD SCTM#1000-115.-8-3.5&3.6 Dear Mr. Somers: Enclosed please find the"Waiver—NYS Department of Agriculture and Markets"that was executed by both Southold Town Supervisor Scott A.Russell and Russell McCall,on two separate waiver forms in regard to a closing on a development rights easement on farmland identified as SCTM#1000-115.-8-3.6. This 3.8863 acre area is part of a 28.6496 acre farm on which 24.5418 acres are subject to a Deed of Development Rights Easement dated 8/25/2003 between John Elak and the Town of Southold,recorded 9/19/2003, Liber 122793/Page 138,in the Suffolk County Clerk's office. Details regarding this amended easement are as follows: GRANTOR: Walker/McCall,LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: 4/18/2016 LIBER: D00012860 PAGE: 890 LOCATION: 21140 Main Road(NYS Rt 25),Mattituck EASEMENT ACREAGE: 28.4281 total easement acres SUFFOLK CO TAX MAP#: 1000-115.00-08.00-003.005 and 1000-115.00-08.00-003.006 Please provide me with a written acknowledgment of your receipt of the waiver at your earliest opportunity. Thank you. Sincerely, A& Melissa Spiro Land Preservation Coordinator /md enc. WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned, owner of + G.d acres of active farmland and/or acres of non- farmland, situated at Suffolk County Tax Map No. 1000-115-8-3.6 that is proposed to be acquired by the Town of Southold in Suffolk County Agricultural District #1, pursuant to Section 305(4)(d) of the New York State Agriculture and Markets Law, hereby waive my right to require the Town of Southold to file with the Commissioner of Agriculture and Markets and the County Agricultural and Farmland Protection Board a Preliminary and Final Notice of Intent in accordance with paragraphs (b) and (c) of section 305(4) of the Agriculture and Markets Law. Proiect Sponsor Landowner TOWN OF SOUTHOLD WALKER/McCALL LLC SCOTT A. RUSSELL, Supervisor By: Ru sell Mbtall 53095 Route 25 P.O. Box 1179 Southold, NY 11971-0959 (631) 765-1889 STATE OF NEW YORK ) )ss: COUNTY OF SUFFOLK ) On the day of 2015, before me personally appeared SCOTT A. RUSSELL, personally known to me or provided to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Supervisor of the TOWN OF SOUTHOLD; that he knows the seal of said municipal corporation; that the seal affixed to said instrument is such corporate seal; and that by his signature on the instrument, the individual, or the municipal corporation upon behalf of which the individual acted, executed the instrument and affixed the seal thereto by like order. I Notary Public ` STATE OF NEW YORK) SS.: COUNTY OF SUFFOLK) On the �--day of December in the year 2015 before me, the undersigned, personally appeared Russell McCall, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instru ent, the individual, or the,person upon behalf of which the individual acted, executed the instr ent, and that such individual made such appearance before the undersigned. Notary Public DONNA McGAHAN NotaryNob0I M04851459of w York oualified in s esolk county oug. 20�g Commission Exp { 2 A WAIVER NYS DEPARTMENT OF AGRICULTURE AND MARKETS The undersigned., owner of + ZT- acres of active farmland and/or --- acres of non- farmland, situated at Suffolk County Tax Map No. 1000-115-8-3.6 that is proposed to be acquired by the Town of Southold in Suffolk County Agricultural District #1, pursuant to Section 305,(4)(d) of the New York State Agriculture and Markets Law, hereby waive my right to require the Town of Southold to file with the Commissioner of Agriculture and Markets and the County Agricultural and Farmland Protection Board a Preliminary and Final Notice of Intent in accordance with paragraphs (b) and (c) of section 305(4) of the Agriculture and Markets Law. Project Sponsor Landowner TOWN OF SOUTHOLD WALKER/McCALL LLC a SCbYT A. RU SELL, Supervisor By: Russell McCall 53095 Route 25 P.O. Box 1179 Southold, NY .11971-0959 (631) 765-1889 STATE OF NEW YORK ) )ss: COUNTY OF SUFFOLK ) On the & day of MAttj , , 2015, before me personally appeared SCOTT A. RUSSELL, personally known to me or provided to me on the basis of satisfactory evidence to be the.individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as Supervisor of the TOWN OF SOUTHOLD; that he knows the seal of said municipal corporation; that the seal affixed to said instrument is such corporate seal; and that by his signature on the instrument, the individual, or the municipal corporation upon behalf of which the individual acted, executed the instrument and affixed the seal thereto by like order. - Notary Prablic PATRICIA-L. FALLON Notary Public, State Of New York No. 01 FA4950146 Qualified :n Suffolk County Commission Expires April 24, ,Ulf N i Y S D E C R E G I S T R Y ' DIVISION OF LANDS AND FORESTS New York State Department of Environmental Conservation tv1-e(;C.•i\,v.rs)t :�t 1 Flo,•, Fi1,.try,',!Y 1:!3.?4r_5t' P :-18140;,:ttn - ._=F8`fae 902s< jr. a-fain;:,a te.nYg_1 V,nw v dcc ny:)cv August 9, 2016 Melissa A. Spiro Land Preservation Coordinator Department of Community Preservation Town of Southampton PO Box 1179 Southold, NY 11971-0959 Dear Ms. Spiro, We have received in our office the following conservation easement amendment: CE Suffolk 344 Grantor: Walker/McCall LLC Deed: D00012860, Page 890 i Filed: 4/18/2016 The conservation easement cited above has been identified for our indexing and filing purposes. This number may be needed for the landowner to claim a conservation easement tax credit, however please read the instructions for this filing which are quoted here: Note:A taxpayer should maintain adequate records to substantiate the conservation easement's compliance with the provisions of IRC 170(h).This includes, but is not limited to,a copy of federal Form 8283, Noncash Charitable Contributions,for the year of the donation.Also acceptable is a letter from the public or private conservation agency stating that the conservation easement was donated or purchased •for no consideration or a nominal amount,or •for less than fair market value(FMV),provided, in this case,the letter is accompanied by an appraisal indicating the FMV of the conservation easement that was made at the time of the purchase of the easement.The appraisal must be made by a qualified appraiser as defined in federal regulations section 1.170A-13(c)(5). Dedications of land for open space through the execution of conservation easements for the purpose of fulfilling density requirements to obtain subdivision or building permits are not considered a conservation easement for purposes of this credit tl t1 LS l�T.5 IJ lJt � AUG — 9 zags N!W YORK � Department of __ _�_ _• Environmental Conservation DEPT.ORAND PRESERVATIM When contacting this office about this parcel, please use the assigned identifier. Your cooperation in this matter is very much appreciated. Very truly yours, ancy J, Stock Real Estate Specialist 2 Bureau of Real Property 1 - OFFICE LOCATION: MELISSA A. SPIROjf so Town Town Hall Annex ' LAND PRESERVATION COORDINATOR h0 �� 54375 State Route 25 I— melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 G Q Facsimile(631)765-6640 �� �� MAILING ADDRESS. P.O. Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD August 10, 2016 Russell McCall Walker/McCall, LLC P.O. Box 271 Cutchogue,NY 11935 Re: NYSDEC Conservation Easements Registry CE: Suffolk 344 SCTM#1000-115.-8-3.5 & 3.6 Dear Mr. McCall: Please be advised that the Town's purchase of a development rights easement on SCTM #1000-115.-8-3.6 has been officially registered with the New York State Department of Environmental Conservation as an amendment to the easement registry on the former Elak property, SCTM-#1000-115.-8-3.5. Enclosed is a copy of the information we received from NYSDEC with this property's assigned identifier. If you are eligible to claim a tax credit for the sale of the easement to the Town of Southold, you will very likely need to provide this control number to the Department of Taxation and Finance. Very truly yours, Melanie Doroski Sr. Administrative Assistant enclosure OFFICE LOCATION: MELISSA A. SPIRO �'�'oE so Town Town Hall Annex LAND PRESERVATION COORDINATOR �Q lG 54375 State Route 25 I melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(631)765-5711 G Q Facsimile(631)765-6640 �� MAILING ADDRESS: IroUN�`I,� P.O. Box 1179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD VIA electronic mail mai v.<gyroser?dec.ny.aov April 27,2016 NYSDEC Bureau of Real Property 625 Broadway,Sh Floor Albany,NY 12233-4256 Attention: Mary B.Grose Real Estate Specialist 1 Re: Conservation Easements Registry WALKER/McCALL.LLC to TOWN OF SOUTHOLD Dear Ms.Grose: Enclosed please fmd a copy of the recorded Amended Deed of Development Rights Easement on property located within the Town of Southold to be registered with the New York State Department of Environmental Conservation.This 3.8863 acre area is part of a 28.6496 acre farm on which 24.5418 acres are subject to a Deed of Development Rights Easement dated 8/25/2003 between John Elak and the Town of Southold,recorded 9/19/2003,Liber 122793/Page 138,in the Suffolk County Clerk's office.Details regarding this amended easement are as follows: GRANTOR: Walker/McCall,LLC GRANTEE: Town of Southold SUFFOLK CO RECORDING DATE: 4/18/2016 LIBER: D00012860 PAGE: 890 LOCATION: 21140 Main Road(NYS Rt 25),Mattituck EASEMENT ACREAGE: 28.4281 total easement acres SUFFOLK CO TAX MAP#: 1000-115.00-08.00-003.006 and 1000-115.00-08.00-003.005 Kindly acknowledge receipt of this document by providing me with the NYS-DEC control number assigned to this easement. Sincerely, Melissa Spiro Land Preservation Coordinator enc. cc: Russell McCall—Walker/McCall, LLC P R O P E R T Y R E C O R D S SVFF�(� OFFICE LOCATION: MELISSA A.SPIRO ®�,� CSGTown Hall Annex I,- LAND PRESERVATION COORDINATOR hy. y� 54375 State Route 25 melissa.spiro@town southold ny.us < (comer of Main Rd&Youngs Ave) y $ Southold,New York Telephone(631)765-5711 W_ Facsimile(631)765-6640 Gy MAILING ADDRESS: www.southoldtownny.gov 0,( � P.0 Box 1179 Southold,NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD To: Supervisor Russell Tax Assessors Town Board Building Department Town Clerk Land Management Land Preservation Committee Town Comptroller Town Attorney Planning Board Public Works Peconic Land Trust Suffolk Co Division of Real Estate The Nature Conservancy From: Melissa Spiro, Land Preservation Coordinator Date: March 11, 2016 Re: WALKER/McCALL, LLC to TOWN OF SOUTHOLD SCTM#1000-115.-8-3.6 Development Rights Easement Please be advised that the Town of Southold has acquired a development rights easement on the property listed below. If you would like any additional information regarding the purchase, please feel free to contact me. LOCATION: 21140 Main Road(NYS Rt 25), Mattituck SCTM#: 1000-115-8-3.6 PROPERTY OWNER: Walker/McCall, LLC CONTRACT DATE: October 22,2015 PURCHASE DATE: Closing took place on Thursday, March 10, 2016 PURCHASE PRICE: $252,609.50(based on 3.8863 buildable acres @$65,000/buildable acre) EASEMENT ACREAGE: 3.8863 acres TOTAL PARCEL ACREAGE: 3.8863 acres ZONING: Agricultural-Conservation(A-C)Zoning District FUNDING: Community Preservation Fund (2%) MISCELLANEOUS: The 3.8863 acre area is part of a 28.6496 acre farm on which 24.5418 acres are subject to a Deed of Development Rights dated 8/25/2003, between John Elak and the Town of Southold (L-12273/P138 rec 9/19/2003). The 3.8863 acre area was excluded from the recorded 2003 Deed of Development Rights. A Deed of Conservation Easement between John Elak and the Peconic Land y Trust was recorded in 2003 also. On 3/10/2016, an Amended and Restated Deed of Conservation Easement was granted by Walker/McCall, LLC to the Peconic Land Trust for the purposes of protecting the Property's Conservation Values and ensuring that the Property will continue to be used for active agricultural production and other agricultural uses and thereby further protecting the Property's scenic views, open-space character, prime agricultural soils, and other Conservation Values in perpetuity A � E R I A L S H 4 h ` r w � . r; i 41 h 21 140 Main Rd a E i Gloo tic carth _ --- 20-15 Google -, • • • see h dR 4 r � s ..4 'a t t Ilk Ik AL ok IT -, jp .. x } z T � • S SITE #� IL .. INQUIRY#: 4269701.4 .. e { *r - Q N YEAR: 2009 /� �{� EDR = 500' GL - f . r ti v I - r a � r � y. i rt i a e r 4 f I 6- Ar A-, M f/ 4 N-7 1 INV. _ € Q dFo.. r y OF ti. 7 r t r a w r I 116 d 4 rr ! s 7► F moi.* E e - � 41 4f i V Aft • !j 4 r f� d d , F* a f d M1.. % ... INQUIRY#: 4269701.4 3 4. YEAR: 1985 /� (lC EOR = 500' `` �[ ✓ �� - _ )kms 1 { 4 ir� a { i F �= b JK Ir d A` { i 44y 1 ` r r r i T SITE � T 1 gob& a r + `L �A i ,p , ! f � it .~ �„�sem- , ♦s •��.... INQUIRY#: 4269701.4 4N r YEAR: 1970 (� `�EDR , { _ a wo — 1� k * f"" jX0,A yr r ti OV lip 4 ' .. p � r 9 - INQUIRY #: 4269701.4 YEAR: 1969 ll( EDR _ r = 500' EEE SITE Fr. i } INQUIRY#: 4269701.4 YEAR: 1962 = 500' `/� EDR t((� ti F t } r _ � 4 ML vi �.� SITE r �-� �� � '1 �,•��`: . . 10 f- a � s: i •e � • • a INQUIRY #: 4269701.4 YEAR: 1957 CEDR = 500' 1 kMny• ' - � � .f� - t ^y ITC L I T 6 r ra 4'f ' F 3� F 4 fi INQUIRY #: 4269701.4x,.;. YEAR: 1954 = 500' t r � N - r r a � r 1 f. 9 r � f ti 4 h 11 SITE F' 1 l f� .I M 4 h i V !s 4 _ s wNt�` ►- t INQUIRY #: 4269701.4 1 N i YEAR: 1940 t CEDR =500' , � I _ a q 9 r n N� t t d a f, f S U R V E Y r , l ` SURVEY OF PROPERTY N SITUATEtMATTITTUCK Route s5 / TOWNt SOUTHOLD 614a SUFFOLK COUNTY, NY � `' —'-�� `ns�f w E 1 SURVEYED II-29-02, c�=- '1------ r AMENDED 06-04-03,06-26-03 -i« " `.. iy+�ru"'R '� , : r low `S SUFFOLK COUNTY TAX b =--'��-'� "b: 1000-115-6-53 •.ter--'-'�'« Q �� z- — 75 ( TOWN OF SOVIEMD m n Q rt SIEWAR THLE WSMUNCE CDMPANY C//l m5 u• 2 =a a >QANHLAK 5a c pa c JUL 14 2003 J •49s ; t ���,,.e MT. ai$.9.44'w'E•4:t454r' r81J4' �t�3� I i - 1 s ^xvi CE LANDS, pr,�5�(P;AitGN ! f I u I I S I rn RESERVED AREA 1611,288 Sr-OR 3 8603 ACRES 2 e, o� e r.� ?o � m � k r O tWP e � O , 1 t ' l I a l t 1 t i f I 3 ' I i 1 i B f e x1 B l 7 $ Q Op Area of Proposed Conveyance or Development Ricyht5 Easement to the Tom Southold 74,5416 AGRE5 or I ob,3,042 5 F. ; B + _ r 1 9 •'amu rr I t , a p q,W z � 111 pC1 i a f 1 t B i r r . a �y rcod art t f 1 9 1 I t , 3 ' 1 I 1 i Y � f 1 i T t , A Cl e0rawr • o�, Q�c:F.0 i o p d LAND 3� NOTES. � � Avenue MONUMENT FOUND '•✓� �T ©1L'B+ mouth •.\ ••••:«•••.�^ PIPE FOUND �y �^rtzeo •� f� wµ ew AREA 1;24'7,q'78 5F or 25b4G6 ACRES �` 'i•.. ,.�.,.,.««.«._.. 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