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HomeMy WebLinkAboutKey Span Staging Area a® RESOLUTION 2013-609 ADOPTED DOC ID: 9017 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2013-609 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 13,2013: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Site Access License Agreement between the Town of Southold and KeySpan Gas East Corporation d/b/a National Grid regarding granting KeySpan access and use of designated portions of Town properties located at Jean W. Cochran Park, Peconic School, and the Recreation Center for the limited purpose of establishing a staging area for the temporary storage of materials, equipment, and vehicles during KeySpan's emergency power restoration efforts, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER: Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Talbot, Evans, Russell ORIGINAL SITE ACCESS AGREEMENT This Site Access Agreement (the "Agreement"), made this :~D day of0C40(:V( 2013, by and between the Town of Southhold ("Licensor"), having its principal offices 53095 Route 25, P.O. Box 1179, Southhold, New York 11971 and KeySpan Gas East Corporation d/b/a National Grid ("Licensee"), a New York limited liability company, duly organized under the laws of the State of New York, with principal offices at 175 East Old Country Road, Hicksville, New York 11801, Licensor and/or Licensee are referred to herein individually as "Party" and collectively as the "Parties." APPROVED ACTIVITIES - Licensee, their employees, agents, contractors and subcontractors may access property owned by Licensor, location Jean W. Cochran Park, 2405 Peconic Lane, Peconic, Town of Southhold, County of Suffolk, New York, SCTM # 100-75-5-6, Peconic School, 1170 Peconic Lane, Peconic, Town of Southhold, County of Suffolk, New York, SCTM1000-75-1-13, and Recreation Center, 970 Peconic Lane, Peconic, Town of Southhold, County of Suffolk, New York, SCTM # 1000-75-1-15.2 (the "Site"), more particularly described in the aerial photos attached hereto as Exhibit "A", for the purpose of establishing a staging area for the temporary storage of materials, equipment, and vehicles, during Licensee's emergency restoration efforts (the "Approved Activities"). In consideration of the mutual promises and agreements herein contained, the Parties agree as follows: A. GENERAL 1. Limited Scope. This Agreement does not provide Site access other than to Licensee, its agents, employees, invitees and/or contractors/subcontractors specifically authorized by Licensor to engage in Approved Activities 2. Access by Licensor Representatives. Licensor may at all times have access to the Site for the purpose of reviewing the Approved Activities hereunder and inspecting, maintaining and repairing its facilities located on such Site. B. TERMS OF ACCESS The Approved Activities and this Agreement are granted from the date first written above, and shall continue for a term of ten (10) years of until either party provided sixty (60) days prior written notice of their intent to terminate or the Agreement, to the person designated to receive notice to Licensor's notice recipient when it intends to use the Site for the Approved Activities. C. MAINTENANCE 1. During its occupation of the Site, the Licensee will be responsible for maintaining the Site in clean, orderly condition, good repair and in a secured condition. 2. Licensee, its agents, employees, invitees and/or contractors/subcontractors shall not erect, place, maintain on, over or under the surface of the Site any permanent buildings or structures of any kind, unless expressly agreed to in writing by Licensor. D. RESTORATION Upon cessation of the Approved Activities, or upon expiration of this Agreement, whichever occurs first, Licensee, at its sole cost and expense, shall repair any damage Licensee may have caused to the Site and restore the Site to substantially the same condition as it existed before Licensee entered the Site. E. HOLD HARMLESS To the fullest extent permitted by law, Licensee, shall indemnify and hold harmless the Licensor from and against claims, damages, losses and expenses arising out of or resulting from performance of Licensee's work on the Site, provided that such claim damage, loss or expense is attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property including loss of use resulting there from but only to the extent caused in whole or in part by the negligent acts, omissions or willful misconduct to Licensee, anyone directly or indirectly employed by Licensee or anyone for whose acts Licensee may be liable F. INSURANCE REQUIREMENTS Prior to the commencement of Approved Activities a Certificate of Insurance from Licensee shall be furnished to Licensor. Licensor must be added to and insured under (i) a commercial general liability policy of not less than one million ($1,000,000) dollars, (ii) an umbrella policy covering protection in an amount not less than two million ($2,000,000) dollars combined single limit coverage for injury, death, and property damage arising out of any one occurrence, (iii) an automobile liability policy covering all owned, hired and non-owned vehicles with a combined single limit of not less than one million ($1,000,000) dollars and (iv) Worker's Compensation and Employer's Liability as required by law. Licensee shall name the Town of Southhold and County of Suffolk as additional insured. Insurance as specified herein must be maintained at all times throughout the Term of this Agreement. Licensee retains the right to self insure its coverage's and in such event, Licensee may provide self-funded coverage and certificates or other evidence or such self-insurance in lieu of insurance certificates issued by insurance companies. G. GOVERNING LAW This Agreement shall be governed by the laws of the State of New York except for conflict of law issues. H. ENTIRE AGREEMENT 2 This Agreement constitutes the entire agreement and understanding between the Parties for the use of the Facility, and no amendments, additions, or modifications hereto shall be valid unless in writing and signed by all the Parties hereto. I. BINDING EFFECT This Agreement shall inure to the benefit of and shall be binding upon the parties and their respective successors and assigns. J. RISK OF LOSS Licensee shall bear the entire risk of loss or damage to its personal property and structures, or the personal property of Licensees' agents, employees, invitees and/or contractors/subcontractors on the Site arising out of its use of the Site K. ASSIGNABILITY AND ADDITIONAL PARTIES This Agreement and the rights and obligations associated herewith may not be assigned or sublet by Licensee to an affiliate without prior written notice to and consent of Licensor. L. SEVERABILITY If any provision of the Agreement shall be declared to be unenforceable, the remaining provisions hereof shall remain in full force and effect. M. COUNTERPARTS This Agreement may be executed in several counterparts, each of which shall be an original and which shall constitute the same instrument. N. WAIVER No delay or omission by either Party in the exercise of any right under this Agreement shall impair any such right or shall be taken, construed or considered as a waiver or relinquishment thereof, but any such right may be exercised from time to time and as often as may be deemed expedient. If any agreement or covenant herein shall be breached by either Party and thereafter waive by the other Party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. 0. ARTICLE HEADINGS The article headings and other titles used in this Agreement are for convenience only and shall not affect the construction of any terms of this Agreement 3 P. NOTICE Notice to Licensor and Licensee shall be provided to the following of representatives, each of whom shall be available to receive communications at all times during Approved Activities that implicate the Site: Licensor: Town of Southold, Office of Town Attorney P.O. Box 1179, 54375 Main Road Southold, NY 11971-0959 Phone: (631) 765-1939 Fax: (631) 765-6639 Licensee: Teresa Mauro 175 East Old Country Road Hicksville, New York 11801 Direct: 516 545 5079 teresa.mauro(a) national¢rid.com IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives on the date first written above. Town of Southhold KeySpan Gas East Corporation d/b/a National Grid By: P By: IT 4 3 k ~ ~ ~ - 'F ~ ~ ` 6, fty,y I j ~ r . ~ ~ ` , #`+y ~ s~. r d.