HomeMy WebLinkAboutCutchogue Shopping Center Parking Lot J
RESOLUTION 2023-845
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ADOPTED DOC ID: 19538
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-845 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
SEPTEMBER 26,2023:
RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Scott A
Russell to execute a renewal of the Cutchogue Shopping Center municipal parking lot lease with
owner Marie Terp, for a period of 20 years, with an annual lease rental obligation of$5,000.00,
pursuant to the negotiated terms of the renewal lease, subject to the approval of the Town
Attorney. Funds to be paid from account#A.5650.4.400.700
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Brian O. Mealy, Councilman
SECONDER:Sarah E. Nappa, Councilwoman
AYES: Nappa, Doroski, Mealy, Doherty, Evans, Russell
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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
RECEIVED
MEMORANDUM
To: Denis Noncarrow, Town Clerk OCT 2 0 2023
From: Missy Mirabelli Southold Town Clerk
Secretary to the Town Attorney
Date: October 20, 2023
Subject: Lease Agreement TOS and Marie Terp (Cutchogue Shopping
Center)
With respect to the above-referenced matter, I am enclosing a copy of fully executed
Agreement for your records together with the resolution.
If you have any questions regarding the enclosed, please do not hesitate to call me.
Thank you.
/mm
Enclosures
CC:Accounting
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LEASE AGREEMENT
LANDLORD: MARIE TERP
TENANT TOWN OF SOUTHOLD
PREMISES Suffolk County Tax Map # 473889-
Section 102.-00, Block 05.00, Lot 009.006
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LEASE AGREEMENT
AGREEMENT OF LEASE made this f qday of 0ftw 2023, by and between
MARIE TERP,her successors and assigns, c/o Pinzino&Pinzino, Esqs., 160 Plandome Road,
Manhasset, New York, 11030, hereinafter referred to as"Owner" or"Landlord" and TOWN
OF SOUTHOLD,a municipality, having an address at Town Hall, 53095 Main Road, Southold,
New York 11971,hereinafter referred to as "Tenant".
WITNESSETH:
IT IS MUTUALLY COVENANTED AND AGREED by and between the Owner and
Tenant that this lease is made upon the foregoing and following terms, covenants and
conditions, and that Owner/Landlord and Tenant hereby mutually covenant and agree to perform
each and every term, covenant and condition of this lease, and of all schedules and riders hereto
annexed on their respective parts, as well as comply and complete with those terms, conditions,
improvements and repairs, as enumerated and referenced.under the prior Lease executed between
the parties hereto as of 2003, as Exhibit"A" .
ARTICLE I-PREMISES
SECTION 1.01 -Leased Premises
In consideration of the rents, covenants and agreements hereinafter set forth,
Owner/Landlord hereby leases to Tenant, and Tenant rents from Owner/Landlord,that certain
parcel and/or premises known as Suffolk County Tax Map #473889-Section 102.-00,Block
05.00,Lot 009.006, at Main Road, Cutchogue, N.Y. 11935,which premises consists, within
and/or abutting the above noted description, an improved parking area(s) containing a gross area
of approximately 38, 259 square feet contained in separate lot designations(as per survey with
metes and bounds description previously annexed as Exhibit' ), herein collectively called
"Leased Premises." The parties agree that the Tenant is solely responsible for the accuracy of
metes and bounds described therein to the extent that it is the"Parking Lot". The above grant is
subject to all zoning and building regulations,local, state, municipal and federal regulations and
any amendments thereto, affecting the premises now or hereafter in force; to any state of facts an
accurate survey may disclose; to covenants, easements, agreements and restrictions of record, if
any, provided same do not prohibit the maintenance of an improved, paved public parking lot
and to any state of facts a personal inspection of the premises might reveal.
ARTICLE II-UTILIZATION OF PREMISES
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SECTION 2.01 -Use of Premises and Additional Areas of Premises
The Tenant shall use the Leased Premises solely for the purpose of maintaining and
conducting a municipal parking lot and for no other purpose.Notwithstanding anything contained
herein to the contrary, Tenant agrees that it shall not, at any time,use or permit to be used,the
sidewalks adjacent to the parking and all common areas, or any other space not within the
boundaries of the leased premises, for parking, display, storage or any other similar undertaking.
SECTION 2.02 - Continuing Conditions Precedent to Lease
Throughout the term of this Lease,the Tenant, at its sole cost and expense, shall
comply with any and all laws,regulations and ordinances that are applicable to the Leased
Premises or any part thereof. The Tenant shall not be required to correct any condition of or on the
Leased Premises that existed and was filed prior to the Effective Date of the initial Lease between
the parties hereto, as of 2004, and represented a violation of, or noncompliance with, any
applicable law,regulation or ordinance of the Landlord.
It shall be a condition precedent to this LEASE,that Tenant shall cure, complete, any
repair of existing pavement and curb and sidewalk area not completed as per the terms of the
initial Lease agreement and subsequent advisements related thereto,incorporated by reference
herein, within a reasonable time from the date of the execution hereof. It shall be a continuing
condition to this LEASE,that Tenant shall not erect or cause to be erected or have placed upon the
demised premises any structure,building, edifice, landscaping,planting,barriers,monuments,
benches or seating except to the extent thereof, as currently legally exists,without the express
written permission of the Owner. It shall be a continuing condition of this LEASE,that Tenant
shall not cause, suffer or permit any other activity at the demised location other than municipal
public parking, including but not limited to the following prohibited activities: Town of Southold
official vehicle parking for the purposes of storage,washing or maintenance of any vehicle or
equipment of Tenant. The Tenant will not permit"overnight parking"except as in the designated
parking spaces as designated by appropriate signage, located in the rear of the Post Office and
shall take any and all action necessary to enforce and prohibit parking by the general public
between the hours of twelve o'clock midnight and four o'clock a.m., eastern standard time, except
in areas designated for overnight parking; Tenant shall not cause, suffer or permit at or upon the
demised location any activity characterized or advertised as, including but not limited to,festivals,
meetings, carnivals, street fairs, auctions, flea markets,public assembly, bus, or mass transit,
commercial vehicular activity, whether for hire or provided to the public by the Tenant,without
the prior express written permission of the Owner.
It shall be a continuing condition precedent to this LEASE,that Tenant agrees to
continue, allow,permit and to maintain the existing plantings,benches and"park" area as shown
on a survey of Peconic Surveyors, dated 6/23/95, incorporated by reference herein, including
plaque, flagpole,monument, clock, to the extent it presently exists, on the median strip on
Griffing Street, not to exceed sixty(60) feet from the curbline.as existing at Route 25 and
extending northward along Grifng Street, and to maintain the diagonal spaces adjoining the
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northeasterly side of Griffing Street as they currently exist.
SECTION 2.03 - Solicitation
Tenant and Tenant's employees and agents shall not solicit in the parking or other common
areas, nor shall Tenant distribute to the public therein or place any handbills or other printed or
written matter, other than legal notices or violations as required herein, on automobiles parked in
the parking areas. Upon written notice by Owner, Tenant agrees to take all necessary steps, legal
and equitable,to compel cease and desist the discontinuance of said solicitation,within ten(10)
days of said notice.
SECTION 2.04 -Utilities
Tenant shall throughout the term of this lease pay all and any utility charges for those
required at the demised premises, including, but not limited to, electricity, sewage/drainage, etc. It
is the understanding and intention of the parties hereto that Owner leases the demised premises to
Tenant without any obligation of the Owner to provide any form of services,repairs at, on or to the
demised premises that are necessary for the operation and maintenance of a municipal parking and
for the preservation of the Owner's contiguous and abutting property as required..
SECTION 2.05 -Municipal Permits and Licenses
ADA Compliance :Pursuant to ADA: Tenant shall provide,within the demised lot.
Exclusive Handicap parking spaces, at the minimum required per the lot size and required parking
thereat-Three 8 foot wide standard accessible parking spaces and One accessible van parking
space, serviced by an access aisle, (appropriately stripped area)at least 5 feet wide at the
reasonable/appropriate locations thereof, for the benefit of the patrons/merchant/general public
serviced by the municipal parking lot, as are required per existing Federal/state/.municipal
laws/statutes/regulations, with required adequate signage.
Tenant shall, at its own,cost and expense and upon its own responsibility, apply for and
obtain any required permits and other licenses for use, conduct and maintenance of the municipal
parking lot in/at the demised premises. Tenant shall also pay any fees in connection.with any
licenses or permits required by the federal, state or municipal authorities for any construction,
demolition, equipment or machinery use at the demised premises.
Tenant represents that any and all construction,repairs,maintenance and/or improvements
be undertaken in a good workmanlike manner and will be completed in an expeditious continuous
manner once undertaken. Tenant represents that access/egress from said premises shall not be
hindered or blocked for any more than a continuous forty-eight(48)hour period. The Tenant shall
grant to Owner and his other Tenant and/or employers'special permits and/or notification to
enable them to utilize available on-street parking beyond the time limits imposed free of violations
and/or summons during the period of construction,repairs,maintenance and/or improvements.
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SECTION 2.06 -Non-Permitted Uses or Purposes
Tenant shall not permit or suffer the demised premises or any part thereof to be occupied or
used for any other permissible use or purpose other than municipal parking,nor in such a manner
as to constitute a nuisance of any kind,nor for any purpose or in any way which constitutes a
violation of any present or future laws,rules,requirements, orders, directions, ordinances or
regulations of the United States of America,New York State, county or city government, or other,
municipal, governmental or lawful authority whatsoever. Tenant shall immediately,upon the
discovery of or upon notice from the Owner, any such non-permitted use,take all necessary steps,
legal and equitable,to compel the discontinuance of such use and to oust and remove any
occupants,trespassers,vagrants; or other persons guilty of such impermissible use. Tenant shall
indemnify and hold harmless Owner from and against any and all cost, expense, claim, loss,
damage,liability, suit,fine or penalty, including reasonable counsel fees, arising out of or by
reason of or on account of any violation of or default in the provisions of this Article.
ARTICLE III - COMMON AND EXTERIOR ADJACENT AREAS
SECTION 3.01 - Control of Common Areas by Owner
All common areas, driveways, sidewalks and other facilities and improvements contiguous
to the parking lot are furnished by Owner for the benefit of his Tenants. For the purposes of this
Agreement, "common areas" are defined and delineated as all areas of the premises which are
constituted by buildings, brick, mortar, concrete, stone, asphalt, grass and/ or earthen areas and
specifically all areas which are not constituted by the paved municipal parking lot area as it
presently exists. For the general use in common, Tenant, their agents, employees and utilizers of
the parking facilities shall at all times be subject to the sole and exclusive management of Owner
and Owner shall have the right from time to time to establish, modify and enforce reasonable rules
and regulations with respect to all such facilities and areas, including but not limited to the
following:
Parking shall be reserved for the Owner's shopping center tenants and their
patrons/customers and all other patrons/customers and all other patrons/users of the municipal
parking lot.
Tenant shall install and post adequate signage, at its own cost and expense, to advise the
general public of certain of parking spaces which are reserved and the conditions pursuant/related
thereof to said usage.
Tenant is hereby permitted to erect signs, as required, provided:
(a) Any such sign shall comply with all rules and regulations of any governmental
authority having jurisdiction thereof; (b) Said sign/signs shall be installed without damage to
Landlord's building and the common areas; (c) Upon the removal of any such signs, all damage
occasioned thereby shall be repaired by Tenant at Tenant' own cost and expense; (d) Any such sign
shall not obstruct, impede or impair access to Owner's buildings or common areas nor visually
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block any existing signage of Owner and his other Tenant.
SECTION 3.02 -Additional Access and Egress to Municipal Parking
The Owner shall allow the Tenant to permit the patrons/invitees of Old Town Arts & Craft
Guild, Inc., (hereinafter "OTA&CG ), access and egress to and from the adjoining OTA&CG
property onto the demised municipal parking lot, through the approximate twelve (12) foot open
section of the Owner's split rail fence and curb cut, at the south easterly section of the leased
municipal parking lot, for the stated term of this lease or the earlier termination thereof pursuant to
the terms and conditions of this Lease, including,but not limited to:
a) Owner shall undertake, at their sole expense,to publish a legally sufficient public notice,
at a minimum of once, each and every year, to advise that said access/egress to the municipal lot,
is pursuant to and subject to the sole consent of the Owner;
b) Tenant consents and agrees to interpose no objection to the legal notification of the
Owner, above referenced, to the extent required, to prevent any dedication thereof or
statutory/common law accrual of any interest, ownership, easement or licence rights, including but
not limited to adverse possession, of any person, entity, municipality or members of the public
other than the rights of the Owner, or adverse thereto, for the term of the Lease, or as further
modified herein.
c) In the event that the Owner, prior to the termination of the current lease, submits/applies
for approval of alterations/additions/expansions, et al, to the Owner's contiguous buildings/real
property, Tenant will interpose no objection to the termination of the OTA&CG permissive
access/egress, should the termination be a condition or requirement for the approval of the
application/submissions thereof
ARTICLE IV -MAINTENANCE OF DEMISED PREMISES
SECTION 4.01 -Maintenance by Tenant
Tenant shall do and perform such other acts in and to the demised municipal parking lot,
which, in good business judgment, are required for the general municipal public parking and the
Landlord's commercial Tenants use, without interfering with public access and egress to the
municipal parking lot from Route 25 and Griffmg Street. Owner will maintain the common
facilities, as Owner, in its sole discretion, as shall determined,in good business judgment.
Tenant, at its own cost and expense, shall maintain the demised premises in good repair and
physical condition with a pleasant cosmetic appearance, including but not limited to painting,
signage, markings, waste removal, sanitation, sweeping, snow removal and re-paving in a safe and
presentable condition. Tenant shall not be permitted to post or place any sign which obstructs or
impairs the view of pedestrians or vehicles of the adjacent and contiguous property and/or retail
tenants of the Owner without the prior written approval of the Owner. Tenant shall keep in safe,
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good and reasonable condition five (5) security lighting fixtures with sufficient luminescence
throughout the demised parking premises consistent with custom and usage in similar type
municipal parking lots.
Tenant agrees that it is solely responsible for the regular prompt and.systematic cleaning
and removal of litter, debris, sand and snow which may accumulate and it shall be Tenant's
responsibility to ensure the service thereof. It shall be Tenant's responsibility to clear snow upon
the demised premises within a twelve (12) hour period after the cessation of falling snow, and
Tenant shall remove the plowed/cleared accumulation as soon as possible thereafter.
In the event of the failure of the Tenant to generally comply with these regulations or
any part thereof, Owner agrees to provide written notice of said failure and afford Tenant
reasonable time to cure same. In the sole discretion of the Owner, should Tenant fail to cure same
within said said reasonable period, the Owner may engage whatever services may be necessary to
maintain the premises in a suitable degree of cleanliness and freedom from snow, debris, etc.,
consistent with the standards of the maintenance of the Center and pursuant to the additional terms
herein, and that Tenant shall be responsible for all costs thereof.
Tenant shall post requisite Towing Rules for failure to adhere to posted parking
rules/regulations, including, but not limited to, ban on inoperable, unregistered, non-licensed
vehicles and unauthorized over night parking, except in designated areas. Upon notification by
Owner of violations of the posted parking rules/regulations, Tenant shall undertake all necessary
action to cure same within reasonable time, i.e., towing/removal/ storage of said vehicles. Should
Tenant fail to cure above referenced violations, Owner may engage those services necessary to
tow/remove/store the above referenced vehicles and Tenant shall be responsible for all costs
related thereto.
Tenant shall leave sufficient space within the demised premises, for the installation of, at
the option and area selected by the Owner for metal containers of the type supplied by carting
companies for the purpose of accumulating garbage, i.e. a dumpster, for the sole use of Landlord
and commercial/retail Tenants of the shopping center and their patrons.
ARTICLE V -ACCESS BY OWNER
SECTION 5.01 -Easements
Tenant shall permit Owner and/or its designees to erect, use, maintain and repair pipes,
cables, conduits, plumbing, vents and wires, in, to and through the Demised Premises, ie., the
Municipal Parking Lot, as and to the extent that Owner may now or hereafter deem to be necessary
or appropriate for the proper operation and maintenance of the Owners buildings abutting, adjacent
and contiguous to the location of the parking lot or any other portion of the Owner's property. All
such work shall be done so far as practicable, in such manner as to avoid interference with
Tenant's use of the Premises.
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Owner agrees to bear the costs of and be responsible for any and all re-paving, repair and/
or replacement of paved lot surface area demolished by any additions and/ or improvements to the
buildings abutting, adjacent and contiguous to the location of the Demised Premises or any other
portion of the property actions undertaken by Owner pursuant to this paragraph.
Tenant agrees to bear the costs of and be responsible for any and all parking lot signage,
striping, re-paving, repair and/ or replacement of paved lot surface area made necessary by
deterioration, normal wear and tear or any other causes, natural or otherwise, not attributable to
additions and/ or improvements to the buildings by Owner. Anything herein to the contrary
notwithstanding, Tenant shall, at Tenant' own cost and expense, secure and pay for all repairs to
foundation. paving, lighting and drainage system and for all maintenance and services required by
Tenant for the preservation of the demised premises, including, but not limited to, electricity,
light, maintenance services, and snow removal. Landlord shall have no obligation to furnish or
perform any repairs, maintenance or services, for the municipal parking lot, including, but not
limited to, those herein noted. Tenant, agrees, upon notice from the Owner, as expediously
reasonable, to repair, replace, remediate all paved access/egress to and within the municipal
parking lot area as may be required..
SECTION 5.02 -Expansion
Notwithstanding this Lease or any term or provision therein, Owner reserves the
absolute right to construct/expand/extend/modify/enlarge the currently existing buildings,
including to/upon/within its real property, including upon the area currently demised to the Tenant
as municipal parking lot, subject to approval by the Southold Town Planning Board, and other
required municipal regulatory agencies. Said expansion shall not alter any of the existing rights
and obligations of the parties to this Lease, except to the extent that if any portion of the leased
parking area is removed,the amount of rent charges to the Tenant shall be adjusted proportionately
to reflect the diminution of the municipal parking lot area.
ARTICLE VI-ENVIRONMENTAL REQUIREMENTS
SECTION 6.01 -Environmental Compliance
With respect to the demised premises, Tenant, at its sole cost and expense, shall fulfill,
observe and comply with all of the terms and provisions of and shall cure all violations arising
from all applicable governmental laws, rules, regulations, ordinances and/or requirements relating
to air, ground and/or water pollution and protection and/or preservation of the environment, and all
rules, regulations, ordinances, opinions, orders and directives issued or promulgated pursuant to or
in connection with the Environmental Protection Agency, or any Department of Environmental
conservation or any subdivision or bureau thereof or any other governmental or quasi-government
agency, authority or body having jurisdiction over such matter. Without limiting the foregoing,
Tenant agrees that it shall prepare, deliver and or file with the applicable governmental authorities,
all forms, certificates, notices, documents, plans and other writings, and furnish all such other
information as may be reasonably required or requested by'any applicable governmental authority,
in connection with compliance or curing of any applicable requirement related to the termination
of this Lease and/or, transfer of Tenant's demised lot.
ARTICLE VII-INDEMNIFICATION
SECTION 7.01 - Indemnification of Owner
The Tenant agrees to indemnify the Landlord, as fee owner, and the respective officers,
directors, agents, servants and employees thereof against and to defend, save and hold them
harmless of and from, any and all liability, cost and damage for or arising by reason of any and all
claims, suits or causes of action for bodily injury, personal injury, death or property damage to any
and all persons in any manner caused by acts,negligence or omissions of, or any condition created,
caused, permitted or suffered by, the Tenant, its officers, directors, agents, servants,
representatives, associates, employees,.and general public, including but not limited to,
users/patrons/invitees/general public on the demised premises..
Except for injury, loss or damage occasioned directly and specifically as the result of the
Owner's negligence, the Owner shall not be liable or responsible,to the fullest extent permitted by
law, for any liability or damages occasioned or due to use of the municipal parking lot, pursuant to
the terms hereof. It shall be the sole risk of the Tenant for any injury to any person or any
damage to or loss of property to all users/patrons/invitees/general public thereof, occasioned by
theft, fire, water, power failure, accident or from any other cause whatsoever. Tenant,
notwithstanding anything herein to the contrary, for itself and its insurers, releases Owner of and
from any and all such liability and responsibility.
Tenant agrees to exonerate, save harmless, protect, defend and indemnify the Owner , its
successors/assigns of the demised premises from and against any and all losses, damages, claims,
suits, or actions, judgments and costs, which may arise or grow out of any injury to or death of
persons or damage to property arising from the use / or and occupancy of these facilities or the
acts or omission of, or use by Tenant, Tenant's agents, servants, employees, guests, users, business
invitees, general public, customers or trespassers of the demised premises
It is agreed that under any and all circumstances, the liability of the Owner shall not be
personal and whenever Tenant, and all other users/patrons, their agents, servants or employees
seek or recover any money judgment or other award of damages against the Owner from any
Court, administrative body or tribunal of competent jurisdiction, that satisfaction thereof shall be
solely and expressly limited to levy of execution against and collection out of the interest of the
Owner in and to the demised premises and/or the land of which the demised premises forms a part,
and the Tenant for themselves, their agents, servant and employees, heirs, successors and assigns,
expressly and specifically relinquishes, waives and releases any and all rights to seek, secure,
recover or collect any portion of such judgment, damages or award against or from the Owner
personally or from any other property, assets or estate of the Owner, its heirs, successors, officers,
directors, shareholders,legal representatives, agents, servant, employees or assigns.
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ARTICLE VIII -INSURANCE
SECTION 8.01 - Liability Insurance
Tenant, and/or its employees, subcontractors, agents or assigns,throughout the term of this
Lease, shall, at its own cost and expense, obtain and maintain in full force and effect, a policy of
general liability insurance, (having limits: $5,000,000.00; $100,000 for property damage) from a
financially responsible insurer licensed to do business in the State of New York; which said policy
shall name as protected the Tenant and Landlord as the fee Owner, as their respective interest
shall appear, as additional insured and loss payee, in respect to any work or other operations on or
about the Premises and such other insurance and in such amounts as may from time to time
reasonably required by Owner and/or any mortgagees, against such other insurable hazards which
at the time in question are commonly insured against in the case of property similar to the
Premises.
In any such policy, the bodily injury coverage shall be written on an "Occurrence" basis
and shall include personal injury coverage; and shall also provide that no modification, termination
or cancellation thereof shall be effective until after ten (10) days prior written notice has been
given to Owner/Landlord by the insurance carrier, to be forwarded by Certified or Registered Mail,
Return Receipt Requested.
In addition thereto, the Tenant shall secure a comprehensive risk policy of insurance,
insuring the Demised Premises for replacement cost against fire and other hazards. The policy
shall name the Owner/Landlord as an additional insured and loss payee. In the event of the failure
of the Tenant to secure, maintain and pay for such policy and to provide a certificate thereof,
Owner/Landlord, may, in its sole discretion, order such policy and the premium cost thereof shall
be due from Tenant or Owner/Landlord may elect to treat such failure as a default hereunder, in
which case, Tenant agrees such default is a material default of the Lease.
Tenant shall deliver to the Owner/Landlord certificates of such insurance policies on or
before the beginning of the term of this Lease.
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If there is any damage to or destruction of the Demised Premises or any part thereof,
Tenant, at Tenant's expense whether or not the insurance proceeds, if any, on account of such
damage or destruction shall be sufficient for the purpose, promptly shall commence and complete,
subject to Unavoidable Delays, the restoration, replacement or rebuilding of the Demised Premises
as nearly as possible to its value, condition and character immediately prior to such damage or
destruction. Pending the completion of such Restoration, Tenant shall perform all temporary work
and take all such actions as may be necessary or desirable to protect and preserve the Demised
Premises.
ARTICLE IX-ABSENCE OF REPRESENTATIONS
SECTION 9.01 -No Representations of Owner
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Neither Owner or Owner's agents have made any representations or promises with respect
to the physical condition of the buildings adjacent to the demised municipal parking lot, the land
upon which they are erected, the rents, leases, expenses of operation or any other matter or things
affecting or related to the demised premises except as herein expressly set forth and no rights,
easements; or licenses are acquired by Tenant by implication or otherwise except as expressly set
forth in provisions of this lease. Tenant has inspected the demised municipal parking lot and is
thoroughly acquainted with the condition, and agrees to undertake any
repairs/improvements/construction on the demised municipal parking lot, with all adjacent
property/buildings "As Is," and Tenant shall be solely responsible for any damage to any of the
existing structures and/ or appurtenances thereat based upon any and all actions by the Tenant,
throughout the terms of the lease. .
All understandings and agreements heretofore made,together with the specifications,to the
extent applicable, as contained in Plan annexed as Exhibit "A" to the original Lease, dated 2004,
incorporated by reference herein, between the parties hereto, are merged in this contract, which
alone fully and completely expresses the agreement between the Owner and the Tenant and any
executory agreement hereafter made shall be ineffective to change, modify, discharge or affect an
abandonment of it in whole, or in part,unless such executory agreement is in writing and signed by
the parties hereto.
If any term or provision of this Lease or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby, and each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.
Tenant agree not to allow or permit during the demised term, any mechanic's or other lien
for work, labor and services and/or materials furnished or otherwise to attach to and become a lien
upon the premises as a result of any work done by or on behalf of Tenant. If such lien shall so
attach, Tenant shall within thirty (30) days after notice thereof, either pay or satisfy the same or
procure the discharge thereof of record in such manner as may be permitted or provided by law.
Should Tenant fail or refuse to discharge any such lien within the period herein provided, then.
Landlord is hereby authorized to charge the amount of the said lien to the tenant, thereafter
becoming due,with interest accruing..
During the entire term of this Lease, the Tenant shall be required to keep in full force and
effect all necessary Certificates of Occupancy/Approvals for the purposes for which the demised
municipal parking lot are used, permits and other approvals or consents required by any
governmental authority having jurisdiction over the uses permitted/services provided/conducted by
the Tenant as set forth in this Lease.
ARTICLE X -REAL ESTATE TAXES
SECTION 10.01 -Definition
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The term "real estate taxes" and "property taxes" shall mean all taxes and assessments
levied, assessed or imposed at any and at the present time by any governmental authority in
connection with the ownership of the demised premises.
SECTION 10.02 -Real Estate Tax
It is understood and agreed that the Tenant shall responsible for the payment of or
reimbursement to Owner or waiver of payment by the Owner of One Hundred (100%) Percent of
any and all taxes, including, but not limited to, real estate/school/town/village/fire/district, taxes
paid and applicable with respect to the demised municipal parking lot as unimproved property,.at
the rate of the tax due and owing on said parcel leased to Tenant commencing in tax year 2023 and
continuing thereafter for the full term of the Lease herein. . A copy of the real estate tax bills and
surveys of record shall be sufficient evidence to establish the.amount of such taxes for the tax year
2023 and thereafter. Said property will not be treated as improved land for taxation purposes, i.e.
"Said parcel shall not be assessed as an improved parcel as a result of the continuation of the
demised premises as said municipal parking lot".
Notwithstanding any expiration or termination of this lease prior to the stated lease
expiration date (except in the case of cancellation by mutual agreement) the waiver of Owner's
obligation to pay taxes, above referenced, shall continue,up to and through the stated date of lease
expiration.
ARTICLE XI-RENT
The Tenant shall pay to the Owner, as rent FIVE THOUSAND ($ 5,000.00) DOLLARS
per annum, due and payable on the anniversary date of the execution of lease. In the event the
Tenant does not vacate the premises and remove any and all their property/signage etc., whether
attached/affixed to the subject premises, upon the expiration date of this Lease, Tenant shall
remain as month to month Tenant at a pro-rata monthly rental 150% greater than the last monthly
rental paid during the term of the Lease. Nothing herein shall grant the Tenant a right to holdover
after the expiration of the Lease term.
ARTICLE XII- TERM
The term of said Lease shall be Twenty (20) years, all dates calculated from the date of a
fully executed lease. This Lease shall be subject to cancellation by Tenant upon One Hundred and
Twenty (120) day written notice. However, should Tenant cancel this Lease prior to the expiration
of the term herein, Tenant shall continue to be bound by the terms, covenants and obligations
contained in paragraph 10.02 herein, "Real Estate Taxes," under which Owner's obligation of tax
payments are waived and/or reimbursed for the entire lease period, up to and through the date of
lease expiration for the entire term of Twenty (20)years.
ARTICLE XIII -NOTICE
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SECTION 13.01 - Requirements
Any notice by either part to the other shall be in writing and shall deemed to be duly given
only if mailed by certified mail in a post-paid envelope, return receipt requested, addressed: (a) If
to Tenant, c/o TOWN CLERK , TOWN OF SOUTHOLD; 53095 Main Road, Southold, New
York 11971 (b) If to Owner, at the address set forth herein, or at any other address as Owner may
deem from time to time designate by notice given to Tenant.
ARTICLE XIV-NO ASSIGNMENT
SECTION 14.01 -No Right of Assignment by Tenant
Tenant shall not be permitted to assign, sublet, delegate or transfer any of the rights,
provisions, uses, or obligations pursuant to the terms of this Lease, without the prior written
consent of the Owner.
ARTICLE XV-DEFAULT
SECTION 15.01 -Defaults and remedies
If (1) Tenant defaults in fulfilling any of the covenant or agreements or any rules or
regulations of this Lease on its part to be kept or performed and such default is not remedied
within ten (10) days after written notice from Landlord or its agent, or within such additional time
as Tenant may be prevented from correcting the default, caused by delays attributable to strikes,
labor troubles, acts of God, governmental prohibitions and similar causes beyond Tenant's control,
or (2) should this Lease is transferred to or devolve upon any person or corporation other than
Tenant, or (3) should this Lease be mortgaged or assigned without the written consent of the
Landlord, the term thereof, shall thereupon ipso facto expire and come to an end as if such
expiration was so fixed by the terms of this Lease on tenth(10th) day of such default as mentioned
in (1) above and Landlord may re-enter upon the demised premises either with or without process
of law and remove all persons and property therefrom and Tenant shall quit and surrender the same
to Landlord and Tenant shall remain liable as hereinafter provided. In the event Tenant shall fail,
neglect or refuse to quit and surrender the demised premises upon receipt of notice from Landlord
declaring the term hereof at an end, then Landlord may commence a summary proceeding to
remove Tenant from the premises as a holdover. Should the default be such that it cannot be cured
within ten (10) days, should Tenant commences to cure within ten (10) days and proceeds
diligently to remedy,the Landlord shall not have the right to terminate this Lease.
If the term of this Lease shall expire as hereinabove provided, Landlord may re-enter the
demised premises and remove Tenant or its legal representatives or any other user/occupant by
summary proceedings or otherwise and Tenant hereby waives the service of notice of intention or
to institute legal proceedings to that end. In case of any re-entry, expiration and/or dispossess by
summary proceedings or otherwise, the Tenant shall be liable for any and all expenses as Landlord
may incur for legal expenses, attorneys fees and/ or putting the demised premises in good order.
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The words "re-enter" or "re-entry" as used in this Lease shall not be restricted to their technical
legal meaning. In the event that the Tenant is successful in any proceeding brought pursuant to the
provisions hereof, it shall be entitled to its reasonable legal fees. In the event of a breach or
threatened breach by Tenant of any of the covenants or provisions of this Lease, Landlord shall
have the right of injunction and the right to invoke any remedy allowed at law or equity as if re-
entry, summary proceedings and other remedies were not herein provided for. Mention in this
Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in
equity. Tenant hereby expressly waive any and all rights of redemption granted by order or any
present or future laws in the event of Tenant being evicted or dispossessed, or in the event of
Landlord obtaining possession of the demised premises by reason of Tenant's violation of the
provisions of this Lease.
i
Should Tenant default in the performance of any provision, covenant or condition
pursuant to this Lease, Owner may, at its option, perform the same at the expense of Tenant. If
Owner, at any time, shall be compelled to pay or elect to pay any sum of money by reason of the
failure of the Tenant to comply with any provision of this Lease, or if Owner incurs any expense,
including reasonable attorney's fees in prosecuting or defending any action or proceeding by
reason of any default of Tenant sums so paid by Owner with legal interest, costs, and damages
shall be due and paid by Tenant, on demand. Likewise, if Owner shall interfere with the lawful
use of the demised premises, or otherwise default in the performance of any provision, covenant or
condition on its part to be performed under this Lease, Tenant may, at its option,perform same for
the account and at the expense of Owner.
ARTICLE XVI -MISCELLANEOUS
a) All representations, warranties and agreements made hereunder shall survive the
execution hereof;
b) This Agreement sets forth all the terms and provisions of the Agreement between the
parties, and shall be binding upon and inure to the benefit of the executors, legal representatives,
successors and assigns of the parties hereto;
c) This Agreement shall be governed by and construed in accordance with the laws of
the State of New York applicable hereto made and to be performed entirely within that State;
d) The descriptive headings of the several sections and paragraphs of this Agreement
are inserted for convenience only, and do not constitute part of this Agreement;
e) If any portion of this Agreement be void or against public policy, this Agreement
shall not be rendered void, but only the invalid portion or portions shall be so considered, and
those provisions which are valid may be carried out and enforced, if they may be so carried out
without disturbing or contravening the intent of this Agreement;
f) The waiver or breach of any term or condition of this Agreement shall not be
deemed to constitute a waiver of any other breach of the same or any other term or condition.
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IN WITNESS WHEREOF,the parties have signed this agreement the day and year first
above written.
Owner/Landlord:
MARIE TERP
/AA
Tenant:
THE TOWN OF SOUTHOLD
By:
Scott A. Russell, Supervisor
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STATE OF
COUNTY OFA IA ss.:
On theft lay of i9rhh°/' , 2023, before me the undersigned, a Notary Public in and for said
State,personally appeared MARIE TERP 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 she executed the same in her capacity, and that by her signature on
the instrument,the individual, or the person upon behalf of which the individual acted, executed
the instrument.
NOTARY PUBLIC Commonwealth of Pennsylvania-NoYary Seal
Nicholas Lee Carrion,Notary Public
Philadelphia County
my commission expires November 11,2026
commission number 1313182
STATE OF NEW YORK)
COUNTY OF SUFFOLK)ss.:
i�
On the/qday of 2023,before me the undersigned, a Notary Public in and for said
State,personally appeared ealk- Q. e4z'sal ,
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 h
LAUREN M.STANDISH
NOTARY PUBLIC,STATE OF NEW YORK
R puall8fied Suffolk co64006
unty,%
Commie W E*,SsAprll p,Zv.^LJ
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