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Home My WebLink AboutHL Ferguson Museum License Agreement OFFICE LOCATION: MELISSA A. SPIRO �Of SO(/� Town Hall Annex LAND PRESERVATION COORDINATOR �� ® 54375 State Route 25 melissa.spiro@town.southold.ny.us (corner of Main Road& Youngs Avenue) Southold, New York Telephone(63 1)765-5711 us www.southoldtownny.gov �l� aQ MAILING ADDRESS: P.O. Box L179 Southold, NY 11971-0959 DEPARTMENT OF LAND PRESERVATION TOWN OF SOUTHOLD July 24, 2020 Robert J. Miller, Land Trust Vice President The Henry L. Ferguson Museum, Inc. 1109 Equestrian Avenue P.O. Box 554 , Fishers Island,NY 06390 Re: License Agreement The Henry L."Ferguson Museum, Inc. /Town of Southold SCTM#1000-3.-7-3 Dear Mr. Miller: On July 14, 2020, the Southold Town Board adopted Resolution No:2020-435 regarding , the execution of a License Agreement with The Henry L. Ferguson Museum, Inc. for the purpose of maintaining the Town-owned open space parcel identified above. A copy of this resolution is enclosed. Also enclosed, you will find the fully executed original License Agreement signed by all parties related to this agreement. Thank you for your assistance in this matter. Sincerely, a � 1 2 Melanie D Sr. Administrative Assistant - ----enc-s---------- _____._ �. cc: Southold Town Clerk w/encs. RESOL1UTION 2020-435 � Y ADOPTED DOC ID: 16267 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2020-435 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 1492020: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs the Town Supervisor to execute a License Agreement with The Henry L. Ferguson Museum, Inc. for the purpose of maintaining the Town-owned parcel identified as SCTM #1000-3.-7-3 as passive open space and to preserve and protect the natural habitat it contains for a renewable 10-year term. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Nappa, Doherty, Ghosio, Evans, Russell ABSENT: James Dinizio Jr License,Agreement This LICENSE AGREEMENT by and between the TOWN OF SOUTHOLD, Suffolk County,New York, a municipalcorporation having its principal office at 53095 Main Road, P.O. Box 1179, Southold,New York 11971,(the"Licensor") and THE HENRY L. FERGUSON MUSEUM, INC., a charitable corporation organized and existing under and by virtue of the laws of the State of New York;with its principal office at 1109 Equestrian,Avenue;P.O:Box 554,• ' Fishers Island,New York 06390 (the"Licensee").- WITNESSETH: Licensee").WITNESSETH: WHEREAS,the Licensor is the owner in fee simple of a certain parcel of•real estate situated at Fishers Island, Town of Southold, County of Suffolk and State of New York,as more particularly described in Schedule A hereto(the"Parcel"); and WHEREAS,the Parcel was acquired with Community Preservation Fund monies and consists of open space and contains a significant natural habitat in which fish,wildlife or plant communities or similar ecosystems normally live; and WHEREAS Licensee owns or holds.conservation easements over more than 300 acres of , undeveloped land on Fishers Island for the purpose of maintaining the undisturbed natural ' ? . •"i".. . lie r !' f'P. :$,. ., ..,..i. ,yj !• , . .._. •,,, .. , habitat on those properties, including property abutting the Parcel on its Eastern boundary; and WHEREAS, Licensor wishes to grant to Licensee the right to use and occupy the Parcel, and the Licensee wishes to occupy and use the Parcel, for the purpose of maintaining the Parcel as passive open space and to preserve and protect the natural habitat it contains; NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: USES. Licensee shall maintain the Parcel as passive open space and shall monitor and protect its natural habitat in the same manner in which it monitors and protects natural habitats within its other Land Trust properties. This right and obligation shall commence with the signing of the,Agreement. POSSIBLE FUTURE ACTIVITIES. Licensee contemplates the installation and maintenance of an unpaved walking trail,no more than four(4) feet in width, across the Parcel, similar to walking trails maintained by Licensee on nearby or adjacent parcels, with access to the main+road marked with a-trail head:sign similar to that used for trails'over other properties'owned by Licensee. Licensee also contemplates the placernent.of a woodenbench on•an°overlook,on the Parcel to be identified by Licensee,which may require the cutting of brush. Also, Licensee contemplates mowing areas on the Parcel that were cleared by a prior owner prior to the acquisition of the property by Licensor in an open state to prevent their reversion to brush and 't•„!7 Ci• 2' 1' r ,ifti- ' t{+ tt,.r t .., t f ji, li�i,,'7r' ;tLril �t '3 s.,. '+:.r ._., a _,r., , forest. Licensee shall submit a concept plan to Licensor for review and approval prior to commencing any one or more of these activities or any other improvements, or alterations to the ` , J{tl : i tl' .r :(t i',.r. . .!'. ✓r •,+t-' ,1.. i '.� .. t)' _,tf t3;t1: 7'� j7i . -V�3 `ii 41 . 1 Parcel. Licensor shall obtain the approval of(or a determination that no approval is required by) all relevant regulatory agencies, including specifically but not limited to the New York State Department of Environmental Conservation("DEC"),prior to commencing any one of these activities or any other improvements or alterations to the Parcel. . •i:i".. ••�:1 .. :r it. L;,'t:° .t� rt, i� .,,, rt•, :l!• :, „ 'i - ,f 1 ?_ ,( , The following activities shall be deemed to be inconsistent with the terms of this 7_ ., ',i!-. ,+~.(� ,iiJl�.,. f :Ji. ,r ,' ;t(,. `f ,:r. ;} v ;ju-..LJ1 1 l t}.."_ri! t , .. , r i+• .Jt Agreement: .i:1;r.�� .. ,({. .lt+ °r:Y-.. ,, ii ,ir/I1 .• ,• '.t'J''1' .t' ! .. +" 4>r` i:' ii'`.! .',s .:i s ...` 1. .. t. x /f (a) Erection of any buildings,billboards, commercial signs or other structures , i r+i i' 'sir 'i .i� ... , .. 1 -!! .t ,'fs tC'i .. .. ,. 1 •,r{. !. ^{^, 6 or improvements (except for a sign identifying the Parcel and the purposes for which it is -- -- -- - ----- -`'f"t— - it`.iti- ,,..� .. ,• 'Jf�.' `.. .:r-'i-' ..._'J_,Y's 'F'f , {7{`_':'`.Y-ii`r C2--- 75-*-:%`. --; • - held)without the prior approval of the Licensor; 'i: 1 ;{'.g� i� .t,! _• ..',' ,'i'' r '•d !`_ z.. Jr+' rt, :i:. t+ ��:.e�"' .?« �.t. f +j.ii'. 1 '�'. .'i t,'rs U:, ..:i ., f.,w .. 'r{ i' :� .. , ,i tr;F ��ii tl' 'fit, 1 .:'•! . ( 1�',.tr+!rr (b) ` Filling,:excavating,removing soil or sand 6ugravel or rocks or minerals, constructing site-improvements-or changing,the topography of the Parcel in any;manner without•the prior approval of the Licensor-,"and- (C) Licensor;and(c) Toleration of vehicular traffic over the Parcel(other than to construct or maintain an unpaved walking path or nature trails) including, but not limited to,the use of snowmobiles,motorcycles,all-terrain or other off-road vehicles. it I . r.... x1• I... .�.'�� tei£• ,.an " S'a..., - .,.. ,t' � .. }' 7 t r, , ,- .,.� ` t EXCLUSIVE LICENSE. The license grant hereunder shall be exclusive, and for - t ` ij. . i„ _ ii t: `1':. �It t'fr a ,. ''3;E i�� _ ij ,.. ... :{; _ (:;`: •'�; r . s a 10-year term;provided,however,that such license shall be automatically renewed for til`:f�.at' Et: ., !tS a iSi. ... .d: .,a a. � '.S:„i,>=�: d,'t':i t'✓ .`d F:s: ;t: !{) <f ... (.... 1 > .. .. < .'`ii�. _i£,r. r successive 10-year periods unless either party hereto shall provide written notice to the other a ✓:�`t :� f. of{lP ,.. fi;.,'1l s '� _ .�-.lt'.� s '� :Si i S:, :} , e „ „.tea .i:03 .;. •i' ?�` ' party within 60 days of the expiration of any, 10-year term. Such notice shall be given electronically and Certified Mail,Return Receipt Requested,to the addresses set forth for Al Licensor and Licensee below. ;�° `'":.{� 1'6t .- "-.i^t`i�";?:33: i;.f: t,'_7:.3;rii ;5:� iC,t,'i1:ft:;-� .>;:ff;�atf4+,`,i �•i .,.�'t;'s;`.: i� i,. , 1. REFERENCES. Licensor agrees that reference to this Agreement and the date and the liber and page of its recording, if applicable, shall be made in any subsequent deed or other legal instrument by means of which it conveys any interest in the Parcel. .. t _. .-. ..S} ,:(. 'i'Y' ;iiti iEtu ., ., r;, �{ ;iTi i,, .,.. t .t' f, iia'• i'i`. 1� , 2. CONSIDERATION. Licensor and Licensee agree that the license granted ..k, ,r• 'f, ,.j.- :i4it�' 'J3?.fi ,Bi�i:r`: ,i�' ��'Y. ,. :�` I'., �°iii w ri{,, 1°.� .its. ° ',£ ' > hereunder and the terms and conditions hereunder constitute good and valuable consideration. 't j' '.1"`: _£:�rs,:x{ £::� tt:'ra •#<"Tr�':4 '!1 "1' .., � „ .., ' ,:tt } 3. INSURANCE. During the entire duration of the Agreement,Licensee, at Licensee's cost, shall obtain and maintain general liability insurance coverage with limits equal �' :i s � AIIii-� ..,,. :'t i..�,9f`�t rr,t <i�'ti:.?i.^:�:.i lr, �. CCS d;.{Yi. ;t ,;£�;.i-•w. s _c, r +i to at least$1,000,000 each occurrence and$2,000,000 in the aggregate,provided such limits are } available on commercially reasonable terms,and provided further, if such limits are not available .,.. _`,` ..? I.}CiIr�S's a_i ._,.;!t'�,_ r::ri: i;i . ...at;:{°:,2I,".'�'# f`.lYif> l.i:?j°.-'1`-:6tW: s:�l:. . -"s:' t•:lj , on commercially reasonable terms,Licensee will obtain and maintain general liability insurance providing the maximum lower limits that are available on commercially reasonable terms, and will name the Town of Southold as an additional insured under said general liability policy. Licensee shall provide Licensor with`Certificate(s) of.Insurance documenting its insurance coverage, and will provide updated Certificates documenting continuation of coverage as necessary: .+ 4. RELEASE. Licensee further agrees to release Licensor and its servants and agents from any and all claims, liabilities, loss, demands, damages, expenses, and judgments or actions whatsoever for any personal injuries, death, property damage in any way relating to or arising from the Parcel or Licensee's,or its invitee's use thereof, and any and all causes of actions arising out of the terms and conditions of this Agreement,to the extent authorized by,the New York State General Obligations Law, 5. TERMINATION. The Town shall have the right to terminate this Agreement if: (a), The Licensee is adjudged bankrupt or makes an assignment for the'benefit ,.a of creditors; or (b) A receiver or liquidator is appointed for the Licensee or for any of its properly and is not dismissed within 20 days after such.appointment or the proceedings in' connection therewith are•not stayed on appeal within the said 20 days; or ' (c) The Licensee fails or-refuses to comply with all applicable laws or ordinances; or (d) The Licensee is guilty of a substantial violation of any provision of this tt {{ Contract;, _ tri: Iiia 1• . 'i '`f; ,i` !• .t {, ,r.t e ,r '. f at 'g'^ r t. + (e) The Town's execution and participation in this contract is found to be in ' .! F' ` t •';` .' ti's.. i'j' violation of an existing collective bargaining agreement. IN WITNESS WHEREOF, parties have executed this Agreement on the day and year set forth below, to be effective as of the date of execution by Licensor. Dated: , 9, 2020 THE HENRY L. FERGUSON MUSEUM, INC. 1109 Equestrian Avenue PO Box 554 Fishers Island,NY 06390 1 E-mail: fimuseum@fishersisland.net Witness V—Ah By: -A Witness Robeifl. iller,,Vice President,,Land Trust Henry=L erguson,Museum Dated: 12020 TOWN OF SOUTHOLD 53095 Main-Road- P.O. Box 1179 Southold,NY 11971 a u-, -44aw(.l,a h' Witness y: 1 ess Its: Scott A. Russell, Supervisor Town of Southold 1 SCHEDULE A ALL that certain tract or parcel of land located at Fishers Island, in the Town of Southold, County of Suffolk and State of New York, being bounded and described as follows: BEGINNING at a monumention-the,Southerly side of a road 40 feet wide, said monument being 3,659.90 feet West of a point whichsis 497.69 feet South of another monument marking the United States Coast and,Geodetic Survey.Triangulation Station"Chocomount 2"and thence running South 28:degrees,l9 minutes 30,seconds East 586.65 feet to the shore of Middle Farms Pond; THENCE with the-meanders of said pond,North 76 degrees 30 minutes 10 seconds West 74.38 feet and South 28 degrees 36 minutes 50 seconds West 95.90 feet; THENCE North 70 degrees 32 minutes 10 seconds West 795.40 feet to a point on the Southerly side of said road; P THENCE Northeastwa 414 along.the_"Southerly side of said road(following the arc of a curve to the left whose radius,&823':95=feei.and.the direction of whose radius at that point is North.24. t'. degrees 16 minutes=53 seconds Vest) 61:23-feet; and THENCE, still along the Southerly side of said road North 61 degrees 27 minutes 40 seconds East 609.00 feet to the_point of BEGINNING. Containing-5.35 acres more:or'l&ss. "._ 1