Loading...
HomeMy WebLinkAboutCutchogue Shopping Center Parking Lot J RESOLUTION 2023-845 y 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 �o�aguFFU��eaG o - 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 1 f LEASE AGREEMENT LANDLORD: MARIE TERP TENANT TOWN OF SOUTHOLD PREMISES Suffolk County Tax Map # 473889- Section 102.-00, Block 05.00, Lot 009.006 J 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 1 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 2 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. 3 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 4 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, 5 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. 6 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. 8 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. J 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 9 1 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 10 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 11 J 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. 12 r o , 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. 13 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 14 e ° 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 15