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rRESOLUTION 2013-799
ADOPTED DOC ID: 9200
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2013-799 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
NOVEMBER 6,2013:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Right of First Refusal Agreement between the Town
of Southold and the Suffolk County Water Authority in connection with the tracts of land located
in the hamlet of Mattituck and east of the Laurel Lake Preserve which are identified as SCTM
Nos. 1000-121-4-9.3,1000-121-5-1.10,1000-121-5-5.1,1000-122-2-25, and 1000-122-6-35.9,
subject to the approval of the Town Attorney.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER: Christopher Talbot, Councilman
AYES: Dinizio Jr, Ruland, Doherty, Talbot, Evans, Russell
ORIGINAL
RIGHT OF FIRST REFUSAL AGREEMENT
THIS AGREEEMENT is made this\S day of~, 2013, by and between the
SUFFOLK COUNTY WATER AUTHORITY, a public benefit corporation duly
organized and validly existing under Title 4 of the Public Authorities Law of the State of
New York, with its principal place of business at P.O. Box 38, 4060 Sunrise Highway,
Oakdale, New York 11769 (hereinafter "SCWA" or "Grantor") and the TOWN OF
SOUTHOLD, a municipal corporation with its principal place of business at 53095 Main
Road, Southold, New York 11971-0959 (hereinafter "Town" or "Grantee").
WITNESSETH
That the Grantor, for and in consideration of the sum of Ten Dollars and other good and
valuable consideration to the said Grantee, its successors and assigns, in hand paid by the
said Grantee, the receipt whereof is hereby confessed and acknowledged, have granted,
bargained, sold and conveyed, and by these presents does grant, bargain, sell and convey
unto said Grantee, its successors and assigns, a Right of First Refusal, the terms of which
are more particularly set out below, to several tracts of land located south of Sound
Avenue and west of Cox Neck Road in the hamlet of Mattituck, Suffolk County, New
York ("Laurel Lake"), and known as the following SCTM Nos. 1000-1214-9.3, 1000-
121-5-1.10, 1000-121-5-5.1, 1000-122-2-25, and 1000-122-6-35.9 (the "Laurel Lake
Property").
NOW, THEREFORE, in consideration of the terms, provisions, covenants and
conditions more fully set forth below, the Parties agree as follows:
1. Grantee's Right of First Refusal.
If at any time the Grantor shall receive a bona fide offer from any person, persons,
organization, or organizations to purchase in whole or in part any of the Laurel
Lake Property, that Grantor deems appropriate to accept, the Grantor shall tender
to the prospective purchaser a Contract of Sale (the "Contract"). The Contract
shall provide notice to the prospective purchaser of the existence of Grantee's
right of first refusal on the property that is the subject of the Contract (the
"Contract Property"). Grantor shall also provide notice and a copy of the
Contract to Grantee informing Grantee that Grantor intends to execute the
Contract unless Grantee exercises its right of first refusal to acquire the Contract
Property pursuant to this Agreement. Nothing contained herein shall limit or
restrict Grantor's right to market the Laurel Lake Property.
2. Grantee Right to Purchase the Laurel Lake Property.
The Grantee, within 30 days from the date of the Grantor's notice, shall provide
written notice to Grantor of its decision on whether to exercise its right of first
refusal to acquire the Contract Property on the substantially similar terms as
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contained within the Contract. If Grantee exercises it right to acquire the
Contract Property, Grantee shall have 90 days from the date of its notice to
Grantor to purchase the Contract Property, for the gross purchase price and on
substantially similar terms as those said Contract. Grantor shall not enter into the
Contract or convey the Contract Property until the later of the expiration of the
30-day period or the 60 day period as the case may be.
3. Warranty.
Grantor herein hereby warrants and covenants good and marketable title to the
Laurel Lake Property and good right, full power, and lawful authority to grant,
bargain, sell and convey this Right of First Refusal.
4. Default.
Should the Grantor herein enter into an assignment, sale, transfer, conveyance or
lease with option to purchase without providing the requisite notice to the
Grantee, the Grantee may, at their option, within Thirty (30) days of the date of
the assignment, sale, transfer, conveyance or lease with option to purchase
commence legal proceedings seek to have a court ofcompetent jurisdiction
declare this Agreement breached and decree and order that said assignment, sale,
transfer, conveyance or lease with option to purchase is null, void, and of no
effect. Nothing contained herein shall be construed to prevent specific
performance of this Right of First Refusal or any term herein by either party.
Notwithstanding anything to the contrary contained herein, this Right of First
Refusal shall in no way restrict Grantor's right, power or authority to mortgage or
encumber, grant easements, or grant a lease or leases, without option to purchase
and for a term (including both primary and option periods) not in excess of ten
(10) years. Nor shall this Right of First Refusal in any way restrict or prohibit
transfers by operation of law or transfers between Grantor and Grantee herein.
5. Termination.
This Right of First Refusal shall extinguish, terminate, and be null and void:
a. Upon the consummation of assignment, sale, transfer, or conveyance in
fee simple to a third party of the above-described premises after full compliance
with the terms of this Right of First Refusal, provided the sale is on substantially
similar terms and conditions as set forth in the Contract sent to Grantee for such
transaction, or
b. Upon the expiration of
i. Grantee failure to exercise its rights within Thirty (30) days after
Grantor provides Grantee notice pursuant Paragraph 1 above,
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ii. Grantee's failure to acquire the Contract Property within Ninety
(90) days of its election to exercise its rights under this Agreement,
iii. Grantee's failure to commence legal proceedings within Thirty
(30) days of the date of an assignment, sale, transfer, conveyance or lease with
option to purchase sales agreement without the requisite notice to the Grantee, or
iv. The term of this Agreement. Subsequent to the termination of this
Agreement, Grantee shall, upon Grantor's request, execute and acknowledge a
document stating such facts as are pertinent and fully relinquishing, waiving, and
releasing all rights and obligations hereunder.
6. Term.
Unless terminated earlier pursuant to a provision of Paragraph 5, the term of this
Agreement shall be for five years commencing upon the date first written above.
7. Compliance with SCWA Real Property Disposition Policy.
Notwithstanding anything contained herein to the contrary, the parties recognize
that this transaction must comply with SCWA Real Property Disposition Policy.
Grantee acknowledges and consents to the automatic termination of this
Agreement if the terms and rights created herein are inconsistent with the terms of
the Policy. Upon such termination, the parties shall have no rights or obligations
with respect to each other. Grantee shall, upon Grantor's request, execute and
acknowledge a document stating such facts as are pertinent and fully
relinquishing, waiving, and releasing all rights and obligations hereunder.
8. Correspondence.
Any and all writings required hereunder shall be sent by certified mail, postage
prepaid, to the parties hereto at the following addresses:
If to Town: Office of the Supervisor
Town of Southold
P.O. Box 1179
Southold, NY 11971-0959
If to SCWA: Legal Department
Suffolk County Water Authority
4060 Sunrise Highway
Oakdale, NY 11769
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Either party may change the above name or address by sending a certified letter to
such effect addressed as above.
9. Entire Agreement.
This Right of First Refusal constitutes the entire agreement between the parties
and can be modified only by a written instrument signed by the parties hereto.
10. Binding Effect.
It is intended that all the provisions of this Right of First Refusal shall run with
the land and that all the provisions hereto shall inure to the benefit of and shall be
binding on the parties hereto, their heirs, legal representatives, successors and
assigns.
11. Review of Agreement.
Both parties acknowledge that they have had the opportunity to have counsel of
their choosing review this Agreement. Regardless of any contrary rule 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.
12. Assignment.
This Agreement is not assignable without written approval of the proposed
assignment by the non-assigning party.
13. Recording
This Agreement, nor any document relating to the subject matter contained
herein, may be recorded.
TOWO UTHOLD
4.0
By:
Sco A. Russell, Supervisor
SUFFOLK COUNTY WATER AUTHORITY
By: f
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