HomeMy WebLinkAboutSouthold Recycling RECEIVED
JUL 2020
1 3
Sa bold Town Clerk
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1'179
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: July 10, 2020
Subject: Agreement between Town of Southold Recycling
d/b/a Mattituck Environmental
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
LEASE AGREEMENT
LEASE AGREEMENT, dated as of January 1, 2020, between the TOWN OF
SOUTHOLD, a municipal corporation ("Town of Southold") that is the owner of the Property
(as hereinafter defined),with an address of 53095 Main Road, P.O. Box 1179, Southold New
York ("Landlord"), and SOUTHOLD RECYCLING d/b/a MATTITUCK
ENVIRONMENTAL, a New York Limited Liability Company with a principal place of
business located at, 560 Commerce Road, Cutchogue, New York 11935 (the"Tenant").
WITNESSETH :
WHEREAS, Town of Southold is the owner a certain plot, piece or parcel of land,
with the improvements thereon known as Dean Parking Lot, Mattituck located in the Town of
Southold, County of Suffolk and State of New York, and shown on the Survey dated and
attached hereto as Schedule A hereto (the"Property"); and
WHEREAS, as shown on Schedule A hereto, a concrete pad is existing on the
Property, among other improvements, (the"Concrete Pad"); and
WHEREAS, the Landlord and the Tenant desire to provide for the use by the Tenant
of the second floor of the Concrete Pad and to set forth the terms and conditions under which
the Tenant shall be permitted to use the Concrete Pad.
NOW, THEREFORE,the Landlord and the Tenant do hereby agree as follows:
1. Lease of the Leased Premises. The Landlord hereby leases to the Tenant and
the Tenant hereby leases from the Landlord aforementioned Concrete Pad (the "Leased
Premises").
2. Condition of the Leased Premises. The Tenant has inspected and is familiar
with the condition of the Leased Premises and accepts the Leased Premises in their "as is"
condition and state of repair.
3. Term. The term of this Lease Agreement shall commence on January 1, 2020
and terminate on December 31, 2025 (the "Term"), subject to renewal in accordance with
Section 18. The Term shall mean and include not only the foregoing initial Term but also any
renewal term if the context so requires.
4. Rent. The rent shall be One Thousand Dollars and no cents ($1,000.00) per
year and shall be due and payable on January First of each year.
5. Use of the Leased Premises. (A) Throughout the Term, the lease premises
shall be used for the placement of a Compactor Dumpster. Tenant shall operate the Leased
Premises solely for the purpose of providing a Compact Dumpster year-round for the
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businesses located on Love Lane and Pike Street (hereafter the Love Lane Business
Corridor"). In connection with the Tenant's operations at the Leased Premises, the Landlord
shall provide electric service for the Compact Dumpster at no additional cost. The Tenant
shall provide any and all other labor, staff, materials, equipment and supplies necessary for
such operations and shall operate the Leased Premises in a commercially reasonable manner.
It is the mutual understanding of both Landlord and Tenant that the merchants along Love
Lane shall pay the expenses for the installation of a fence around the Leased Premises and that
such installation of the fence is not the responsibility of the Tenant.
6. Maintenance and Repairs. Throughout the Term, the Tenant shall keep and
maintain the Leased Premises and all fixtures and personal property used in the operation of
the Leased Premises in good order, condition and repair and in compliance with all applicable
laws, ordinances, codes, rules and regulations. Throughout the Term, the Landlord shall keep
and maintain the remainder of the Property not constituting a part of the Leased Premises and
all fixtures and personal property used in the operation of the same in good order, condition
and repair and in compliance with all applicable laws, ordinances, codes, rules and
regulations. The Tenant shall conduct all maintenance for and make all repairs to the Leased
Premises a reasonable manner and in compliance with all applicable laws, ordinances, codes,
rules and regulations.
7. AssilInment and Subletting. The Tenant will not assign this Lease
Agreement or any interest therein or sublease all or any portion of the Leased Premises or any
right or privilege appurtenant thereto and will not permit the occupancy or use of any part
thereof by any other person without the prior written consent of the Landlord.
8. Default. (A) This Lease Agreement is made upon the express condition that if
the Tenant shall have failed to perform, meet or observe any of the Tenant's obligations
hereunder and such failure or neglect shall have continued for a period of thirty(30) days after
written notice thereof from the Landlord to the Tenant, then the Landlord may at any time
thereafter, by written notice to the Tenant, declare the immediate termination of this Lease
Agreement and, subject to the rights of the lessees under any residential lease agreements
relating to the Leased Premises, (i) re-enter the Leased Premises or any part thereof, (ii) by
due process of law expel, remove and put out the Tenant or any person or persons occupying
the Leased Premises, and (iii) remove all personal property therefrom without prejudice to
any remedies which might otherwise be used for the curing of any preceding breach of
covenants or conditions.
(B) Notwithstanding any other provisions of this Lease Agreement, where the curing
of an alleged default requires some action other than the payment of money, and the work of
curing said default cannot reasonably be accomplished within the time permitted herein, and
where the Tenant has commenced the work of curing such default and so long as the Tenant is
diligently pursuing the same, then the Tenant shall be entitled to reasonable time extensions
(not to exceed an additional period of 30 days) to permit the completion of the curing of said
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default, as a condition precedent to any re-entry by the Landlord or termination of this Lease
Agreement by the Landlord, and a defect that is cured shall not thereafter be grounds for re-
entry or termination.
(C) In the event the Tenant fails to pay or perform any obligation to be paid or
performed by it under this Lease Agreement, the Landlord shall have the right (but not the
obligation) after reasonable notice to the Tenant, to pay or perform said obligation. The
Landlord or its designee shall have the right to enter onto the Leased Premises after
reasonable notice to perform its rights, under this provision. If the Landlord performs any
obligation of the Tenant, the Tenant shall repay to the Landlord upon notice and demand all
amounts, costs or expenses reasonably paid or incurred by the Landlord or its designee in
connection therewith, together with interest at a rate per annum equal to the Citibank, N.A.
prime rate or the prime rate of its successor for the period commencing on the date of payment
by the Landlord to but excluding the date of repayment to the Landlord.
9. Nonwaiver of Default. A failure of the Landlord to take action shall not be
deemed a waiver of any preceding breach of any obligation of the Tenant hereunder, and the
waiver of any breach of any covenant or condition by the Landlord shall not constitute a
waiver of any other breach regardless of knowledge thereof.
10. Indemnity and Insurance. (A) Except to the extent such liabilities,
obligations, damages, penalties, claims, demands, costs, charges or expenses result directly or
indirectly from the fault or neglect of the Landlord, the Tenant shall indemnify the Landlord
against and hold the Landlord harmless from any and all liabilities, obligations, damages,
penalties, claims, demands, costs, charges or expenses of any kind relating to (i) the lease of
the Leased Premises or any part thereof, (ii) the condition of the Leased Premises or the
performance of any labor or services or furnishing of any materials in respect thereof, (iii) the
possession, use, non-use or control of the Leased Premises, or (iv) any violation of law,
including any violation of environmental laws, occurring during the Term (and not directly
attributable to occurrences prior to the Term. The Tenant shall take out and maintain with
reputable insurance companies, at its sole cost and expense, public liability insurance against
property damage or personal injury arising out of or relating to the use of the Leased Premises
or occurring on or about the Leased Premises, with liability limits equal to the limits on the
Town of Southold's policies of insurance, to wit, $1,000,000/$2,000,000 aggregate and
naming the Town of Southold as Additional Insured. The Tenant shall also maintain worker's
compensation insurance, if applicable, to cover all personnel employed in the operation of the
Leased Premises to the extent such insurance shall be necessary and the Tenant shall provide
evidence of such insurance to the Landlord.
(B) Except to the extent such liabilities, obligations, damages, penalties, ,
claims, demands, costs, charges or expenses result directly or indirectly from the fault or
neglect of the Tenant, the Landlord shall indemnify the Tenant against and hold the Tenant
harmless from any and all liabilities, obligations, damages, penalties, claims, demands, costs,
charges or expenses of any kind relating to (i) the conduct of any business operations by the
Landlord or others on those portions of the Property not constituting a part of the Leased
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Premises, (ii) the condition of those portions of the Property not constituting a part of the
Leased Premises or the performance of any labor or services or furnishing of any materials in
respect thereof, (iii) the possession, use, non-use or control of those portions of the Property
not constituting a part of the Leased Premises, (iv) any violation of law by the Landlord or
other Tenants on those portions of the Property not constituting a part of the Leased Premises;
including any violation of environmental laws, occurring during the Term (and not directly
attributable to occurrences prior to the Term), or (v) any other activities undertaken by the
Landlord or other Tenants on those portions of the Property not constituting a part of the
Leased Premises. The Landlord shall take out and maintain with reputable insurance
companies, at its sole cost and expense, public liability insurance against property damage or
personal injury arising out of or relating to the use of those portions of the Property not
constituting a part of the Leased Premises or occurring on or about such other portions of the
Property, with liability limits of $1,000,000/$2,000,000 aggregate. The Tenant shall be
named as an additional insured under all insurance policies, and shall be entitled to
appropriate certificates of the insurers showing said coverages to be in effect. The Landlord
shall also maintain worker's compensation insurance, if applicable, to cover all personnel
employed in the operation of those portions of the Property not constituting a portion of the
Leased Premises to the extent such insurance shall be necessary and the Landlord shall
provide evidence of such insurance to the Tenant.
(C) Each party hereby waives any right of recovery it may have against the
other under this Section 10 to the extent it shall have been compensated for the liabilities,
obligations, damages,penalties, claims, demands, costs, charges or expenses in question under
applicable insurance policies.
11. Utilities and Services. The Landlord shall make all arrangements for and pay,
directly for electricity in connection with the use and operation of the Leased Premises.
12. No Liens or Encumbrances. The Tenant shall keep the Leased Premises free
and clear of all liens and encumbrances of any kind whatsoever, other than any liens or
encumbrances created by the Landlord's acts or omissions, except for statutory liens for taxes
not yet due or being contested, encumbrances in the nature of zoning and similar restrictions.
13. Casualty. If all or any part of the Leased Premises shall be damaged by fire
or other casualty, the Tenant shall promptly give notice thereof to the Landlord, generally
describing the nature and extent of such casualty. If the cost of restoration of the casualty
exceeds $10,000, the Tenant shall not settle or compromise any insurance claim without the
consent of the Landlord and does hereby assign to the Landlord its right to receive any
proceeds in respect thereof under the insurance policies maintained pursuant to Section 10
hereof. Any insurance proceeds received by the Landlord or the Tenant shall be disbursed to
and applied by the Tenant in reimbursement of the costs incurred by the Tenant in fulfillment
of its restoration obligations_pursuant to Section 14 hereof.
14. Restoration. In the event of a condemnation or a casualty of all or any portion
of the Leased Premises, the Tenant shall repair, restore or rebuild the Leased Premises as
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nearly as possible to its condition and value immediately prior to such condemnation or
casualty. To the extent that the condemnation or casualty relates to the Property as a whole or
to portions of the Property not constituting a part of the Leased Premises, then the cost and
expense of repairs, restoration or rebuilding shall be equitably apportioned between the
Tenant and other responsible parties, including the Landlord.
15. Abandonment. The Tenant shall not abandon or vacate the Leased Premises
at any time during the Term. Should the Tenant vacate or abandon the Leased Premises or be
dispossessed by process of law, such abandonment, vacation or dispossession shall be a
breach of this Lease Agreement and, in addition to any other rights the Landlord may have,
the Landlord may remove any personal property belonging to the Tenant that remains on the
Leased Premises and store the same, such removal and storage being for the account, risk and
expense of the Tenant.
16. Laws and Regulations. Subject to the last sentence of this Section 16, the
Tenant, at its own cost and expense, shall comply promptly with all laws, ordinances, codes,
rules and regulations, and with judgments and orders of federal, state and municipal
governments, departments or courts of law, that apply to the Leased Premises and the Tenant
shall likewise promptly comply with the requirements of all fire regulations, administrative or
otherwise, concerning the Leased Premises. To the extent that the Landlord, as owner of the
Leased Premises, is required to be the applicant or the holder of any permit or authorization,
the Landlord shall cooperate with the Tenant and sign any required applications and allow any
permit to be in its name if so required, all at the expense of the Tenant. To the extent that the
required compliance hereunder relates to the Property as a whole or to portions of the Property
not constituting a part of the Leased Premises, then the cost and expense thereof shall be
equitably apportioned between the Tenant and other responsible parties, including the
Landlord.
17. Notices. All notices to be given to the Tenant shall be in writing, deposited in
The United States mail, certified or registered, with postage prepaid, and addressed to the
Tenant as follows:
Southold Recycling LLC
560 Commerce Road
Cutchogue ,NY 11965
Attention: Jonathon Divello, Managing Member
All notices to be given to the Landlord shall be in writing, deposited in the United States mail,
certified or registered, with postage prepaid, and addressed to the Landlord as follows:
William M. Duffy, Town Attorney
Town of Southold
P.O. Box 1179
Southold,NY 11971-0959
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18. renewal. If no material default on the part of the Tenant shall have occurred
and be continuing, the Tenant shall have the right to extend the Term for successive five (5)
year term,but not beyond December 31, 2030, by giving notice to the Landlord at any time
during the last six months of the Term. The terms and conditions of any renewal term shall be
subject to review and amendment by the Town Board of the Town of Southold.
19. Landlord's Access. At all reasonable times during the Term the Landlord
may go on the Leased Premises for any lawful and proper purpose, including the purpose of
protecting the Leased Premises or enforcing its rights under this Lease Agreement.
20. Governing Law. This Lease Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
21. Surrender by Tenant. The Tenant shall, on the termination of this Lease
Agreement, whether by expiration and non-renewal of the Term, mutual agreement or
otherwise, surrender and deliver up the Leased Premises with all buildings and improvements,
together with the fixtures and equipment located thereon or therein, into the possession of the
Landlord, without delay and in good order, condition and repair, reasonable wear and tear and
damage by the elements excepted.
22. Entire Agreement. This Lease Agreement contains the entire agreement of
the parties with respect to the Leased Premises and may not be amended or modified, in whole
or in part, except by an instrument in writing signed by the parties hereto or their respective
successors or permitted assigns.
23. Quiet Enjoyment. The Landlord covenants that, so long as no default on the
part of the Tenant shall have occurred and be continuing, the Landlord will not interfere with
or disturb the Tenant's rights under this Lease Agreement, including but not limited to its right
to the exclusive possession, use and enjoyment of the Leased Premises during the Term.
24. Consent. Whenever the approval, agreement or consent of either the Landlord
or the Tenant is required pursuant to the terms hereof, such approval, agreement or consent
shall not be unreasonably withheld or delayed.
25. Successors and Assigns. The covenants and agreements contained in this
Lease Agreement shall be binding upon and shall inure to the benefit of the respective
successors in interest and permitted assigns of the parties hereto.
26. No Liability of Commissioners, Directors or Officers. In no event shall any
commissioner, director or officer of the Landlord or the Tenant have any personal liability
under this Lease Agreement.
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IN WITNESS WHEREOF, the parties hvee Ade t,his Lease Agreemeth their
duly authorized rp2e! !#&eeothe day and year fifsaofwritten.
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