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Home My WebLink AboutFIFD - Ferry boat loan ��5UfF0(,co� RESOLUTION 2019-487 Z ADOPTED DOC ID: 15264 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2019-487 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 21,2019: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute a contract between the Town of Southold and Fishers Island Ferry,District in connection with a short term loan for the purchase of a high speed passenger ferry boat at a cost not to exceed the amount of$460,000.00, all in accordance with the approval;of the Town Attorney. k 4 Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Louisa P. Evans,Justice AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell AGREEMENT THIS AGREEMENT, entered into this 15 day of May, 2019, by and between the Town of Southold,New York ("Town"), a municipal corporation organized and existing under the laws of the State of New York with offices at 53095 Main Road, Southold,New York, and the Fishers Island Ferry District ("FIFD"), a special district located within the Town of Southold with offices at 261 Trumbull Drive, Fishers Island, New York; WITNESSETH, that the Town and the FIFD, for the consideration hereinafter named, agree as follows: WHEREAS, the FIFD is a special district created by an act of the New York State legislature known and referred to as "The Fishers Island Enabling Act" ("the Enabling Act"), said special district being located within the Town of Southold with one its purposes being to provide ferry service to and from Fishers Island, and; WHEREAS, the FIFD wishes to purchase a high speed passenger ferry to further the purpose of the district from Kirby Perkins Construction, Inc. ("the Vendor"), and; WHEREAS, pursuant to the Enabling Act the Town is responsible for collecting all revenue of the FIFD, including but not limited to, moneys received from ferriage charges, taxes on taxable parcels within the FIFD, and, WHEREAS,pursuant to the Enabling Act the Town is also responsible for the payment of all claims,against the FIFD, and; WHEREAS;pursuant to the Enabling Act, the Town is authorized to issue debt for the purchase of land and equipment for the FIFD, and; WHEREAS,,the FIFD and the Town have held public hearings and authorized the purchase of a high speed passenger ferry at a cost not to exceed four hundred and sixty thousand dollars ($460,000.00), and; WHEREAS,'the FIFD has requested, and the Town has approved the issuance of debt for the purchase''Of a high speed passenger ferry at a cost not to exceed four hundred and sixty thousand dollars ($460,000.00), and; WHEREAS, the FIFD wishes to purchase the high speed passenger ferry prior to the time that the Town intends to issue the debt for the purchase of the ferry, and WHEREAS, the FIFD does not have sufficient funds to purchase the high speed passenger ferry prior to the Town's issuance of debt, and; f WHEREAS, the Town has sufficient reserves to loan the FIFD the funds necessary for the purchase of the high speed passenger ferry, NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein, the parties hereto agree as follows: 1. The Town agrees to process invoices related to the purchase of the high speed passenger ferry received from the Vendor up to an amount not exceeding four hundred and sixty thousand dollars ($460,000.00) and to pay said invoices from its general fund, prior to the aforementioned issuance of the debt for the purchase of the high speed passenger ferry. 2. The,FIFD acknowledges and agrees that no invoice prepared by the Vendor shall be paid unless it is in a form acceptable to the Town Comptroller and the Vendor has submitted any other or further forms requested by the Town Comptroller. 3. Upon the Town's issuance of the debt for the purchase of the high speed passenger ferry the FIFD agrees that the Town shall be immediately reimbursed for any and all money paid by the Town related to the purchase of the high speed passenger ferry,. 4. The FIFD agrees to pay to the Town two and one half percent(2.5%) interest per annum for moneys expended by the Town towards the purchase of the high speed, passenger ferry prior to the issuance of debt. 5. The FIFD acknowledges and agrees that the Town will be reimbursed for any and all advances to the FIFD from debt proceeds prior to any other project expenditures. 6. The FIFD acknowledges and agrees that Town is to be paid interest accrued and due related to advances noted in 5 above from FIFD operating funds and shall not be paid from funds received through the issuance of debt. 7. The FIFD agrees that if debt is not ultimately issued the FIFD will repay the Town from available funds and that the Tow n shall have the right to set off against current and future property tax collections if necessary. 8. The FIFD shall obtain insurance covering the high speed passenger ferry from loss or damage at an amount not less than purchase price for the ferry and shall name the Town as an additional insured on the policy until such time as the Town is reimbursed. 9. Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto: To Town: Elizabeth A. Neville, RMC, CMC Southold Town Clerk P.O. Box 1179 Southold, NY 11971-0959 With a copy to: Kristie Hansen-Hightower Town Comptroller 54375 Main Road P.O. Box 1179 Southold, NY 11971-0959 To FIFD: George B. Cook District Manger Fishers Island Ferry District P.O. Box 607 261 Trumbull Drive Southold, New York 11971 10.No modification or waiver of any of the terms of the Agreement shall be allowed unless by written agreement signed by both parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 11.This Note shall be construed in accordance with and governed by the laws of the State of New York and any litigation arising from the terms of this agreement shall be venued in Supreme Court, Suffolk County. 12. In the event that any provision, clause, sentence, section or other part of this Promissory Note is held to be invalid, illegal, inapplicable, unconstitutional, contrary to public policy, void or unenforceable in law to any person or circumstance, Maker and Holder intend that the balance of this Promissory Note shall nevertheless remain in full force and effect so long as the purpose of this Promissory Note is not affected in any manner adverse to either party. IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by Scott A. Russell, its Supervisor, duly authorized to do so, and the FIFD has caused these presents to be signed by its District Manager, the day and year first above written. Town of Southold By: Scott A. Russell, Supervisor Fishers Island Ferry District By: rge . Cook, District Manager STATE OF NEW YORK ) ) ss.. COUNTY OF SUFFOLK) - On thisaAy of May in the year 2019 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 whose behalf of which the individual acted, executed the instrument. Notary Public STATE OF' ORK) n LAUREN M.STANDISH Notary Pubtio•State of New Yodt ss.: No.01ST6164008 ufft COUNTY OF.S�UMr-K) N�-``' �,��''. Commission EVim Ap�9 023 On this tday of May in the year 2019 before me, the undersigned, personally. appeared George B. Cook, 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 whose behalf of which the individual acted, executed the instrument. Q " mie8i0o••.'9�'. No ary Publi �zo Norq,9 to 1- 0%0 :. ''i�Oif •••. 2022.••• /��C'GN`%%% RECEIVED �45�FFQLk MAY 2 3 2019 4 Southold Town Clerk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: May 23, 2019 Subject: Agreement between Town of Southold and Fishers Island Ferry District—short term loan high speed passenger boat With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures cc: Accounting