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HomeMy WebLinkAboutSCWA-Laurel Lake Preserve RESOLUTION 2006-419 ADOPTED DOC ill: 1813 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-419 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 9, 2006: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute a License Al!reement between the Town of Southold and the Suffolk County Water Authoritv in connection with the Laurel Lake Preservation & Trail Plan, all in accordance with the approval of the Town Attorney. E't~ -! ~().-q, ~"lj.. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Thomas H. Wickham, Councilman SECONDER: Louisa P. Evans, Justice AYES: Krupski Jr., Edwards, Ross, Wickham, Evans, Russell .. . LICENSE This Agreement made this _ day of 2006 between the Suffolk Couoty Water Authority, a public benefit corporation, with its principal place of business at 4060 Suorise Highway, Oakdale, New York, 11769, (hereinafter "scw A") and the Town of Southold, a muoicipal corporation, with its principal place of business at 53095 Main Road, Southold, New York, 11971, (hereinafter "Southold" or "Town"). Whereas, the SCWA owns lands in the vicinity of Laurel Lake in the Town of South old, which are used for public water supply purposes, (the "SCWA Property"), and Whereas, the Town owns property adjoining the SCWA Property in the vicinity of Laure! Lake which are used for passive recreational purposes, including a recreational hiking and equestrian purposes, (the "Town Property") and Whereas, the SCWA agrees to permit, on the following terms and conditions, the extension of the Town's trail system onto the SCWA Property as shown on Exhibit A attached hereto and made a part hereof, and Whereas, the SCW A wishes to grant a license to the Town to achieve the purposes of this Agreement, Now therefore, in consideration of the premises and the mutual covenants and conditions herein contained, it is agreed by the parties hereto, as follows: 1. Interest Conveyed: This instrument sha11 be deemed to be a revocable license from the SCWA to the Town for the purposes set forth herein. The license sha11 not be construed to convey any interest in real property and it sha11 not be deemed to be a license coupled with an interest. 2. Term: The License shall be a perpetual license commencing from the date of execution of this Agreement unless sooner terminated as provided in Section 7. 3. Insurance: Prior to uodertaking any activities contemplated by this Agreement, the Town sha11 provide SCWA with evidence of the following insurance coverages. Insurance coverage sha11 be provided by an insurance company licensed as an "admitted carrier" by the New York State Insurance Department and rated by "Bests" at "A-" or better, or as otherwise deemed acceptable by the SCW A. Insurance coverage shall be evidenced by a Certificate of Insurance submitted in a form acceptable to the SCW A. "Accord" or other blank certificates may not be acceptable. The SCW A may request a letter of transmittal from the insurance company providing coverage indicating that the certificate is issued correctly and pursuant to their authorization. Thirty (30) days notice of cancellation, non-renewal or reduction of coverage is required. The insuring company shall not be released from liability or obligation for its failure to notify the SCWA. Contractual Liability Insurance as specified in paragraph B to follow, shall be provided to insure this agreement. The interest of the SCW A, as additional insured and as primary insurance with no responsibility for payment of premium shall be added to all policies other than Workers' Compensation. Coverage shall be obtained, and maintained throughout the life of the Contract as follows: A. Automobile Liabilitv: (if any vehicles are used by the Licensee in performance of this Agreement) $1,000,000 Combined Single Limit for Bodily Injury and Property Damage Liability, New York State Personal Injury Protection. B. General Liabilitv: Form: Comprehensive General Liability Limit: $1,000,000 per occurrence/$2,000,000 general aggregate. $1,000,000 for Products/Completed Operations $1,000,000 for Personal Injury C. Workers' Comoensation: As required by the Workers' Compensation Law of the State of New York D. Excess Liabilitv: Excess Liability Limits of $5,000,000 on a form, which follows the underlying coverage. 2 The sew A must be notified of any impairment of any of the above limits at the inception of or during the contract. Subcontractors shall adhere to the above. All certificates of insurance shall contain the following provisions: (1) Nature of work described on certificate (in case of liability or compensation certificates) shall be inclusive of work provided for under this project. (2) Location of work described shall be inclusive of the location of the work provided under this project. (3) The period of certificates shall cover the period of the work or a new certificate shall be furnished before the current certificate expires. If the Town has a self-insurance program under which it acts as a self-insurer for any of such required coverage, it may provide self-funded coverage and certificates or other evidence of such self-insurance in lieu of insurance issued by insurance companies, subject to approval of the SeWA. sew A shall be the sole judge in determining the acceptability of insurance requirements. sew A retains the right to adjust the coverages required herein from time to time. 4. Indemnification: The Town shall defend, indemnify, and save harmless, to the extent permitted by law, sew A, its officers, agents, servants, and employees against and from all suits, losses, demands, actions, recoveries, judgments, and costs of every kind and description and from all damages to which the sew A, or any of its officers, agents, servants, employees may be subjected by reason of injury to person or property of others resulting from the Town's use of this License, or through any act or omission on the part of the Town, of its agents, employees, or servants. 5. Town Obligations: A. Design of Trail System: The Town shall design, construct and develop, all at its own cost and expense, a "loop" trail system surrounding Laurel Lake incorporating the SeWA Property. The Town shall submit to the SeWA for preliminary approval, which shall not be unreasonably withheld, a map indicating the proposed location of all trails and signs proposed for the sew A Property, the detailed 3 specifications concerning the proposed trail, (such as, but not limited to, type, width amount of clearing required), the methods and equipment, proposed to be used in constructing the trail and a representative sample of the signs. After receiving the sew A's prelimin~'Y approval, the Town shall identify the proposed trails in the field with flagging or other suitable material for the sew A's inspection and final approval, which shall not be unreasonably withheld. The Town shall relocate any portion of the proposed trail upon request of the sew A. The Town shall endeavor to link existing disturbed areas when designing the trails on the sew A Property and avoid environmentally sensitive areas. Equestrian trails shall be a minimum of one hundred fifty (150) feet away from SeWA facilities. B. Development of Trail System: Upon receipt of the SeWA's final written approval of the proposed trail system, the Town, at its own cost and expense, shall construct the same. The trails shall be designed, constructed and maintained according to the specifications of the United States Department of Agriculture's Forest Service. Suitable materials, such as wood chips, mulch or gravel, may be installed within the trails but no impervious materials may be installed. All materials introduced to the sew A Property shall be of good quality, clean and free of contamination of any kind. e. Use of Trail System: The trail system shall be exclusively for pedestrian use and/or equestrian use shall not be restricted and it shall be open equally for all. The trail shall be open only during daylight hours. Hunting shall not be permitted on the sew A Property. The Town shall not permit hunters accessing areas where hunting is permitted by the Town to access the sew A Property or the trail thereon. D. Maintenance of Trail System: The Town shall maintain, at its own cost and expense, the trail system installed on the sew A Property in a clean and safe manner at all times. E. Workers: Town employees contractors and volunteers may perform work on the trail system. Town employees and volunteers working on sew A Property must be covered by the Town's workers compensation program and the Town agrees not to look to the SeWA for payment for the compensation benefits related to the Town employees or volunteers. The Town shall directly supervise any volunteers working under the Premises and the volunteers shall not be permitted to use any power equipment. F. Relocation of Trail: The Town shall relocate any portion of the trail within a reasonable time, generally not more than 3 months, of receipt of written notice from 4 the SCW A requesting the same. In the event of emergency, the Town shall immediately block access to the trail upon notification from the SCW A. SCW A may block access to any portion of the trail in an emergency event. In such event, SCWA shall use its reasonable efforts to provide notice to the Town of the emergency. G. Regulatory Compliance: The Town shall comply with all Federal, State and local laws, rules and regulations in designing, constructing, operating, repairing and maintaining the trail and shall indemnify SCW A pursuant to Section 4 for failure to do so. 6. Termination: This Agreement may be terminated by either party upon 60 days written notice. In the event the Agreement is canceled, the Town shall install barricades or obstacles to prevent access to the trails installed on the SCW A Property. Any signs installed depicting trails on the SCW A Property shall be replaced with signs that do not indicate access to the SCW A Property. 7. Default: Failure to perform any requirement under this Agreement shall constitute a default. 8. Contact Information All notices under this agreement shall be directed by first class mail as follows: If to the Town: Town of South old Supervisor's Office 53095 Main Road Southold, New York 11971 (631) 765-1800 If to SCWA: Suffolk County Water Authority Legal Department 4060 Sunrise Highway Oakdale, NY 11769 (631) 589-5200 9. This Agreement shall be governed by the substantive and procedural laws of the State of New York. 5 11. Regardless of any contrary rule of construction, no provision of this Agreement shall be construed in favor of one of the parties because it was drafted by the other party's attorney. No alleged ambiguity in this Agreement shall be construed against the party whose attorney drafted it. 12. This Agreement may only be changed in writing signed by both parties. 13. This Agreement is not assignable without written approval of the proposed assignment by the non-assigning party. IN WITNESS WHEREOF, the parties have interchangeably set their seals (or caused these presents to be signed by their proper corporate officers and caused their proper corporate seals to be hereto affixed) on the day and year first written above. WITNESS Town of South old Suffolk County Water Authority By: ~~r~~ ~.- h . Jones, CEO Title: ..s;~..... --~ State of New York ) ) ss.: Coun~ofSuffb& ) On thelL day of ,(.1\-. in the year 2006 before me, the Wldersignt"i:1Notary Public personally appeared Sc~ L~kl \ . personally known to me or proved to me on the basis of satisfuctory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capaci~, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the ~\".. Notary Public State of New York ) ) ss.: COWl~ofSuffo& ) On th~ daYO~krcI~year 2006 before me, the Wldersigned, a Notary Public personally appeared "'-0,\" f' h., () 1'1"\ ., cne. "" . personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their capacit><ies). and that by hislherltheir signature(s) on the instrument, the individual(s). or the person upon behalf of which the individual(s) acted, executed the instrument ~'Q'" I~ Q. .~Q..NVLd<...j N Public \ ) BONNIE J. DOROSIO Notary Public. Stale Of New"" No. 01006095328. Suffolk CoulllJ Term Expim July 7, 204 KIMBERLY A. KENNEDY Nolary Public. Slale 01 New York Qualified in Suffolk County #01KE6031001 oaL commissIon ExpIres Seplember 20, 2 6 . , 1'1 l t: \ r"fi.1. ' ::,~,. ..~~3 ~.i" 1: .