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HomeMy WebLinkAboutSCWA - Laurel LakeSouthold Town Board - Letter Board Meeting of October 20, 2009 RESOLUTION 2009-862 ADOPTED Item # 5.33 DOC ID: 5388 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-862 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 20, 2009: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute License Agreements between the Town of Southold and the Suffolk County Water Authori .ty in connection with the relocation of the proposed subsurface pipelines within the Laurel Lake Preserve and access across the Suffolk County Water Authority property adjacent to the Laurel Lake Preserve for use within the Town's trail system, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, .lustice SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Krupski .lr., Wickham, Evans, Russell Generated October 26, 2009 Page 35 LICENSE This Agreement made this ~ day ofl~tt_mi:~.a~2009 between the Suffolk County Water Authority, a public benefit corporation, with its principal place of business at 4060 Sunrise Highway, Oakdale, New York, 11769, (hereinafter "SCWA") and the Town of Southold, a municipal 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 Southold, 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 Laurel Lake which are used for passive recreational purposes, including recreational hiking and equestrian purposes, (the "Town Property") and Whereas, the SCWA agrees to permit, on thc 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 SCWA 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. The above recitals are incorporated herein and made a part hereof. 2. Interest Conveyed: This instrument shall be deemed to be a revocable license from the SCWA to the Town for the purposes set forth herein. The license shall not be constxued to convey any interest in real property and it shall not be deemed to be a license coupled with an interest. 3. Term: The Term of this License shall be for thirty (30) years from the date first written above. The License may be renewed for additional thirty (30) year terms upon the written request of the Town. Such notice shall be provided to the SCWA prior to the expiration of the then current term. 4. Insurance: SCWA to Southold License 1 Prior to undertaking any activities contemplated by this Agreement, the Town shall, at its own cost and expense, provide and keep in full force and effect following insurance coverages. Insurance coverage shall be provided by an insurance company licensed as an "admitted carder" by the New York State Insurance Department and rated by "Bests" at "A-" or better, or as otherwise deemed acceptable by the SCWA. Insurance coverage shall be evidenced by a Certificate of Insurance submitted in a form acceptable to the SCWA. "Acord" or other blank certificates may not be acceptable. The SCWA 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 SCWA, 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: ho Automobi~ (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 Liability: Form: Limit: Comprehensive General Liability $1,000,000 per occurrence/S2,000,000 general aggregate. $1,000,000 for Products/Completed Operations $1,000,000 for Personal Injury C. Workers' Compensation: As required by the Workers' Compensation Law of the State of New York SCWA to Southold License 2 D. Excess Liability: Excess Liability Limits of $5,000,000 on a form, which follows the underlying coverage. The SCWA 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 incltisive 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 SCWA, which approval shall not be unreasonably withheld or conditioned. The SCWA shall be the sole judge in determining the acceptability of insurance requirements. The SCWA retains the right to reasonably adjust the coverages required herein from time to time. Indemnification: The Town shall defend, indemnify, and save harmless, to the extent permitted by law, the SCWA, 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 SCWA, 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. Town Obligations: SCWA to Southold License 3 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 SCWA Property. The Town shall submit to the SCWA for preliminary approval, which shall not be unreasonably withheld, a map indicating the proposed location of all trails and signs proposed for the SCWA Property, the detailed 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 SCWA's preliminary approval, the Town shall identify the proposed trails in the field with flagging or other suitable material for the SCWA'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 SCWA. The Town shall endeavor to link existing disturbed areas when designing the trails on the SCWA Property and avoid environmentally sensitive areas. Equestrian trails shall be a minimum of one hundred fifty (150) feet away from SCWA facilities. Development of Trail System: Upon receipt of the SCWA'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 SCWA Property shall be of good quality, clean and free of contamination of any kind. 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 SCWA Property. The Town shall not permit hunters accessing areas where hunting is permitted by the Town to access the SCWA Property or the trail thereon. Maintenance of Trail System: The Town shall maintain, at its own cost and expense, the trail system installed on the SCWA Property in a clean and safe manner at all times. Workers: Town employees contractors and volunteers may perform work on the trail system. Town employees and volunteers working on SCWA Property must be covered by the Town's workers compensation program and the Town agrees not to look to the SCWA 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 SCWA to Southold License 4 power equipment. 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 the SCWA requesting the same. In the event of emergency, the Town shall immediately block access to the trail upon notification from the SCWA. SCWA 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. 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 SCWA pursuant to Section 54 for failure to do so. Termination: This Agreement may be terminated by either party upon sixty (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 SCWA Property. Any signs installed depicting trails on the SCWA Property shall be replaced with signs that do not indicate access to the SCWA Property. If the SCWA terminates the Agreement, the SCWA shall pay to the Town, within thirty (30) days of the termination date, the net book value of the Town facilities installed within the SCWA Property. The Termination date shall be defined to be the sixtieth (60th) day after notice is given pursuant to this Section. Obligations under this Section shall survive the termination of this Agreement. 8. Default: Failure to perform any requirement under this Agreement shall constitute a default. Contact Information All notices under this agreement shall be directed by first class mail as follows: If to the Town: Town of Southold Supervisor's Office 53095 Main Road Southold, New York 11971 (631) 765-1800 SCWA to Southold License 5 10. 11. 12. 13. 14. If to SCWA: Suffolk County Water Authority Legal Department 4060 Sunrise Highway Oakdale, NY 11769 (631) 589-5200 This Agreement shall be governed by the substantive and procedural laws of the State of New York. Both parties acknowledge that they have had the opportunity to have counsel of their choosing review this Agreement. Regardless of any contrary role of construction, no provision or alleged ambiguity of this Agreement shall be construed in favor of one of the parties because it was drafted by the other party or their attorney. This Agreement may only be changed in writing signed by both parties. This Agreement is not assignable without written approval of the proposed assignment by the non-assigning party. This Agreement and the exhibits attached hereto contain the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements, and understandings with respect thereto including the parties' September 26, 2006 License Agreement. SCWA to Southold License 6 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 So~ S~ott A. Russell, Supervisor State of New York ) County of Suffolk ) ss.: On the/,~ day of A~'d~/ in the year 2009 before me, the undersigned, a Nota~ Public personally appeared Scott A. Russell. 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. SBuy~°lk C~er Aut h.~.~.~°rity State of Ney/York v ) County of Suffolk ) ss.: On the//~day of'~ 09'. in the year 2009 before me, the undersigned, a Notary Public personally appeared St~nhen M. Jones. personally known to me or proved to me on the basis of satisfacto~ 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. LINDA J COOPER NOTARY PUBLIC, State of New York NO, 01CO4822563, Suffolk Cou;~t,y Term Expires December 3t, 20 KIMBERLY A. KENNEDY Notary Public, State of New York Qualified in Suffolk County #01KE6031001 Commission Expires September 20, 20 SCWA to Southold License 7