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HomeMy WebLinkAboutFreight Bldg Fishers Island RESOLUTION 2018-744 Q� ADOPTED DOC ID: 14399 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2018-744 WAS ADOPTED AT THE ANNUAL FISHERS ISLAND MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 8,2018: RESOLVED the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute a lease agreement with the Fishers Island Ferry District and Walsh Park Benevolent Corporation for the lease of the second story of the building commonly known as the"Freight Building" on the property located at 544 Hound Lane, Fishers Island,New York, for the development of affordable housing, subject to the approval of the Town Attorney. e Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell a LEASE AGREEMENT LEASE AGREEMENT, dated as of August 27, 2018, between the TOWN OF SOUTHOLD, a municipal corporation ("Town of Southold") that is the owner of the Property (as hereinafter defined), 53095 Main Road, P.O. Box 1179, Southold New York, FISHERS ISLAND FERRY DISTRICT, a Special Tax District within the Town of Southold, County of Suffolk and State of New York, which is authorized by the Town of Southold, , to act as manager of the Property, P. 0. Box 607, Fishers Island, New York 06390 (the "Landlord"), and WALSH PARK BENEVOLENT CORPORATION, a not-for-profit corporation organized and existing under the laws of the State of New York, P. 0. Box 684, Fishers Island,New York 06390 (the"Tenant"). WITNESSETH : WHEREAS, the Landlord is authorized by the Town of Southold to act as manager of that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being at 544 Hound Lane, Fishers Island, Town of Southold, County of Suffolk and State of New York, and shown on the Site Development Plan attached hereto as Schedule A hereto(the "Property"); and WHEREAS, as shown on Schedule A hereto, currently existing on the Property, among other structures, is a two-story brick building, said building being commonly known as the Freight Building(the "Freight Building"); and WHEREAS, the Landlord and the Tenant desire to provide for the use and improvement by the Tenant of the second floor of the Freight Building and the related use by the Tenant of other portions of the Property and to set forth the terms and conditions under which the Tenant shall be permitted to use and improve the said second floor of the Freight Building and other portions of the Property. NOW, THEREFORE, the Landlord and the Tenant do hereby agree as follows: 1. Lease of the Leased Premises. The Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord: (a) the second floor of the Freight Building; (b) the ground floor entryways and stairways leading to the second floor of the Freight Building as the same now exist or may hereafter be constructed; and (c) such exterior portions of the Property as may be necessary or desirable for driveways, walkways, 8 parking spaces on the southwest corner adjacent to the Freight Building and sewer, water and other utility lines to service the residential apartments to be constructed by the Tenant as contemplated in Section 5 below, the number and location of such driveways, walkways, parking spaces and sewer, water and other utility lines to be determined in connection with the applications for required governmental approvals for such construction and/or as the Landlord and the Tenant may reasonably agree (all of the foregoing (a) - (c), the "Leased Premises"). 1 2. Condition of the Leased Premises; First Floor of Freight Building. The Tenant has inspected and is familiar with the condition of the Leased Premises and accepts the Leased Premises in their "as is" condition and state of repair. The Tenant acknowledges that, except to the limited extent expressly provided in this Lease Agreement, the Leased Premises do not include the first floor of the Freight Building and Landlord has the exclusive right to the use and occupancy thereof. 3. Term. The term of this Lease Agreement shall commence on December 1, 2018 and terminate on November 30, 2118 (the "Term"), subject to renewal in accordance with Section 26. The Term shall mean and include not only the foregoing initial Term but also any renewal term if the context so requires. 4. Rent. The Landlord has waived the requirement of an annual rent payment in consideration of, (1) the Tenant's investment to convert the Leased Premises to six affordable, as defined herein, single-family residential apartments to be made available for the exclusive use by full time residents of Fishers Island, (2) the public benefit derived from such use, and (3) the Tenant's acceptance of the obligation to manage and maintain the apartments and the Leased Premises and to pay all real property taxes assessed thereon during the Term. 5. Conversion of Second Floor of the Freil4ht Building and Related Improvements. The Landlord acknowledges that the Tenant is entering into this Lease Agreement with the intention of converting the second floor of the Freight Building to up to six affordable single-family residential apartments and of installing on exterior portions of the Property driveways, walkways, parking spaces and sewer, water and other utility lines to service those apartments. The Landlord further acknowledges that conversion of the second floor of the Freight Building as aforesaid may involve structural changes to the ground floor for additional entryways and stairways. The Landlord hereby consents to the Tenant making the foregoing improvements to the Leased Premises so long as all such improvements in that regard are undertaken and completed in compliance with all applicable laws, ordinances, codes, rules and regulations and at the Tenant's sole cost and expense and provided that the extent and timing of such improvements are coordinated with the Landlord and do not unreasonably impact or interfere with the existing use of the ground floor by the Landlord or other Tenants on the ground floor. 6. Alterations, Replacements,Additions and Improvements. In addition to the conversion and improvements as contemplated in Section 5, the Tenant shall have the right to make other alterations, replacements, additions or improvements to the Leased Premises with the prior written consent of the Landlord. The Landlord expressly grants consent to the Tenant to reconfigure the second floor,of the Freight Building, at any time and from time to time following the initial conversion to residential use, to create additional or fewer residential apartments so long as the Tenant has secured all necessary approvals so to do, if any, under applicable laws, ordinances, codes, rules and regulations of governmental authorities with 2 jurisdiction over the reconfiguration or change of use. Furthermore, the Tenant shall have the right to make cosmetic and non-structural alterations or improvements (i) to the Leased Premises without the Landlord's consent and (ii) to the Freight Building generally with the Landlord's consent. The Tenant shall not take down, remove or destroy any portion of the Leased Premises except in connection with the initial improvements being made to convert the Leased Premises for use as up to six single-family residential apartments or in connection with a reconfiguration of any part of the second floor of the Freight Building as permitted by this Section 6. All alterations, replacements, additions and improvements to the Leased Premises shall be made in a reasonable manner and in compliance with all laws, ordinances, codes, rules and regulations of governmental authorities with jurisdiction. 7. PrevailinIZ Wage Requirements. Tenant has represented and Landlord concurs that the proposed conversion as contemplated in Section 5 and any alterations, replacements, additions and improvements made pursuant to Section 6 will not constitute "public work" and will therefore not be subject to the Prevailing Wage Requirements of the New York State Labor Law. To the extent that it is later determined that some or all of the proposed conversion, alterations, replacements, additions and improvements constitute "public work", Tenant assumes sole responsibility for payment of said wages, together with any penalties, and expressly indemnifies and holds Landlord and the Town of Southold harmless from any claims, suits, damages or judgments relating to the payment of prevailing wages. 8. Cooperation of Landlord; Temporary Use of Other Portions of the Property. To the extent required in connection with any applications for requisite permits or approvals for the conversion and improvements to be made pursuant to Section 5, with any subsequent reconfiguration or change of use made in accordance with Section 6 or with any other permitted alterations, replacements, additions or improvements, the Landlord agrees to cooperate and grant any necessary consents or endorsements forthwith upon the Tenant's request therefor. The Landlord further consents to and shall provide timely and suitable access for the Tenant's temporary use of other portions of the Property as may be reasonably necessary for the Tenant to complete in an efficient manner the foregoing conversion and improvements described in Section 5 and any subsequent permitted reconfigurations, alterations, replacements, additions or improvements. In that connection, if the use by the Tenant of any portions of the Property not constituting a part of the Leased Premises causes any damage or disturbance, the Tenant shall restore the affected portions of the Property as soon as possible and as nearly as practicable to their condition existing prior to the damage or disturbance. 9. Status of Alterations, Replacements, Additions and Improvements. Any structural alterations, replacements, additions or improvements made by the Tenant to the Leased Premises, whether made pursuant to Section 5 or Section 6, shall be and become a part of the Leased Premises and constitute property of the Landlord. Any alterations, replacements, additions or improvements that are removable and not required to remain in order for the Leased Premises to comply with applicable laws, ordinances, codes, rules and 3 regulations shall remain the property of the Tenant and may be removed by the Tenant at any time. 10. Use of the Leased-Premises. (A) Throughout the Term, the Tenant shall operate The Leased Premises solely for the purpose of providing year-round, affordable housing for residents of the Fishers Island community and for no other purposes except to the extent the same are reasonably related and incidental to such housing purposes. In connection with the Tenant's operations at the Leased Premises, to the extent necessary, the Tenant shall provide all labor, staff, materials, equipment and supplies necessary for such operations and shall operate the Leased Premises in a commercially reasonable manner. (B) With regard to the term"affordable housing"the following shall apply: 1. Rent charged may not exceed the allowable maximum rent for affordable housing units as set by the Town Board for the Town of Southold pursuant to Article VI of Chapter 280 of the Southold Town Code. 2. The apartments will be for the exclusive use of full time residents of Fishers Island. All prospective tenants will be required to submit a formal application to Tenant, specifying, among other things, the applicant's association with Fishers Island, their interest in residing on Fishers Island, their housing history and household income, their willingness to become active and engaged members of the community and personal references. Applicants will be interviewed by several members of the Walsh Park Benevolent Corporation board of directors, a waiting list of qualified applicants will be maintained, and as rental units become available, the board will decide which of the qualified applicants will be offered an apartment. The Walsh Park Benevolent Corporation board of directors will give priority to applicants who are best able to fulfill the Island's most immediate needs for fire department volunteers, emergency medical technician volunteers, staffing of the water, electric and telephone companies, teachers and families with school age children, among others. 11. Maintenance and Repairs. Throughout the Term, the Tenant shall keep and maintain the Leased Premises and all fixtures and personal property used in the operation of the Leased Premises in good order, condition and repair and in compliance with all applicable laws, ordinances, codes, rules and regulations. Throughout the Term, the Landlord shall keep and maintain those portions of the Freight Building not constituting a part of the Leased Premises and all fixtures and personal property used in the operation of the same in good order, condition and repair and in compliance with all applicable laws, ordinances, codes, rules and regulations. The Tenant and the Landlord shall conduct all maintenance for and make all repairs to the Leased Premises or such other portions of the Freight Building, as the case may be, in a reasonable manner and in compliance with all applicable laws, ordinances, codes, rules and regulations. 4 12. Assignment and Subletting. Except to the extent necessary to carry out the Purpose of this Lease Agreement to provide housing to the Fishers Island community by entering into residential lease agreements for the apartments it intends to construct on the Leased Premises, the Tenant will not assign this Lease Agreement or any interest therein or sublease all or any portion of the Leased Premises or any right or privilege appurtenant thereto and will not permit the occupancy or use of any part thereof by any other person without the prior written consent of the Landlord. Nothing in this Section 12 shall be construed as prohibiting or restricting the Tenant from employing an agent to manage the Leased Premises on its behalf. Furthermore, the Landlord acknowledges and agrees that the Tenant shall have the unrestricted right throughout the Term to enter into such residential lease agreements with such parties and on such terms as it may determine in its sole and absolute discretion so long those agreements are consistent with Section 10 of this Lease Agreement. 13. Taxes. (A) The Tenant shall reimburse the Landlord for all real estate taxes, if any, attributable to the Leased Premises during the Term. The Landlord shall submit to the Tenant promptly upon receipt thereof the tax bills for the Leased Premises, if any, or the tax bills for the Leased Premises and other premises, if any, together with an explanation which shall set forth the amount of taxes allocated to the Leased Premises and the method of such allocation. Taxes shall be allocated pro rata based upon the square footage of the portions of the Leased Premises within the Freight Building unless the Town of Southold assesses property taxes on individual apartment units. If the Tenant disagrees with the Landlord's allocation, it shall so notify the Landlord and the provisions of subsection (B) below shall apply. The Tenant shall pay to the Landlord the amount of such real estate taxes payable with respect to the Leased Premises not later than thirty (30) days after the receipt of the respective tax bills by the Tenant; provided, however, in no event shall the amount of real estate taxes be required to be paid earlier than fifteen (15) days prior to the date on which the taxes are required to be paid so as to avoid any penalty or interest. (B) If either the Landlord or the Tenant shall decide to contest any tax assessment for the Leased Premises, each party shall cooperate with the other party for such purpose. The Tenant shall be entitled to conduct any contest with the assistance of counsel mutually satisfactory to both the Landlord and the Tenant. Any contest conducted by the Tenant shall be at its cost and expense and the Landlord shall pay the costs and expenses of any contest which it conducts; provided, however, that if the Landlord shall prevail in any contest which it conducts, the Tenant shall reimburse the Landlord for the costs and expenses incurred by the Landlord in conducting such contest, such reimbursement to be made from, and to the extent and when realized out of, any reduction in taxes. Any refund or rebate of taxes resulting from such contest, regardless of which party undertakes the contest, shall be paid to the Tenant if attributable to any period during the Term. - (C) The Landlord shall responsible for paying any remaining amount of the real estate tax for the Property not attributable to the Leased Premises. If Tenant shall fail to comply with the provisions of this Section.13, the Landlord shall pay to the Town the real estate taxes, and any late fees, for the Property within 30 days of a demand from the Town. 5 14. Insolvency. If any proceedings in bankruptcy or insolvency are filed against the Tenant or if any writ of attachment or writ of execution is levied upon the interest of the Tenant herein and such proceedings or levy shall not be released or dismissed within sixty (60) days thereafter, or if any sale of the leasehold hereby created or any part thereof should be made under any execution or other judicial process, or if the Tenant shall make any assignment for the benefit of creditors or shall voluntarily institute bankruptcy or insolvency proceedings, the Landlord may, at its election, re-enter and take possession of the Leased Premises and, subject to the rights of the lessees under any residential lease agreements relating to the Leased Premises, remove all persons therefrom and may, at Landlord's option, terminate this Lease Agreement. 15. Default. (A) This Lease Agreement is made upon the express condition that if the Tenant shall have failed to perform, meet or observe any of the Tenant's obligations hereunder and such failure or neglect shall have continued for a period of thirty (30) days after written notice thereof from the Landlord to the Tenant, then the Landlord may at any time thereafter, by written notice to the Tenant, declare the immediate termination of this Lease Agreement and, subject to the rights of the lessees under any residential lease agreements relating to the Leased Premises, (i) re-enter the Leased Premises or any part thereof, (ii) by due process of law expel, remove and put out the Tenant or any person or persons occupying the Leased Premises, and (iii) remove all personal property therefrom without prejudice to any remedies which might otherwise be used for the curing of any preceding breach of covenants or conditions. (B) Notwithstanding any other provisions of this Lease Agreement, where the curing of an alleged default requires some action other than the payment of money, and the work of curing said default cannot reasonably be accomplished within the time permitted herein, and where the Tenant has commenced the work of curing such default and so long as the Tenant is diligently pursuing the same, then the Tenant shall be entitled to reasonable time extensions (not to exceed an additional period of 30 days) to permit the completion of the curing of said default, as a condition precedent to any re-entry by the Landlord or termination of this Lease Agreement by the Landlord, and a defect that is cured shall not thereafter be grounds for re- entry or termination. (C) In the event the Tenant fails to pay or perform any obligation to be paid or performed by it under this Lease Agreement, the Landlord shall have the right (but not the obligation) after reasonable notice to the Tenant, to pay or perform said obligation. The Landlord or its designee shall have the right to enter onto the Leased Premises after reasonable notice to perform its rights under this provision. If the Landlord performs any obligation of the Tenant, the Tenant shall repay to the Landlord upon notice and demand all amounts, costs or expenses reasonably paid or incurred by the Landlord or its designee in connection therewith, together with interest at a rate per annum equal to the Citibank, N.A. prime rate or the prime rate of its successor for the period commencing on the date of payment by the Landlord to but excluding the date of repayment to the Landlord. 6 16. Nonwaiver of Default. A failure of the Landlord to take action shall not be deemed a waiver of any preceding breach of any obligation of the Tenant hereunder; and the waiver of any breach of any covenant or condition by the Landlord shall not constitute a waiver of any other breach regardless of knowledge thereof. 17. Indemnity and Insurance. (A) Except to the extent such liabilities, obligations, damages, penalties, claims, demands, costs, charges or expenses result directly or indirectly from the fault or neglect of the Landlord, the Tenant shall indemnify the Landlord and the Town of Southold against and hold the Landlord and the Town of Southold harmless from any and all liabilities, obligations, damages, penalties, claims, demands, costs, charges or expenses of any kind relating to (i) the lease of the Leased Premises or any part thereof, (ii) the condition of the Leased Premises or the performance of any labor or services or furnishing of any materials in respect thereof, (iii) the possession, use, non-use or control of the Leased Premises, (iv) any violation of law, including any violation of environmental laws, occurring during the Term (and not directly attributable to occurrences prior to the Term), or (v) any activities undertaken at the Leased Premises by the Tenant's lessees. The Tenant shall take out and maintain with reputable insurance companies, at its sole cost and expense, public liability insurance against property damage or personal injury arising out of or relating to the use of the Leased Premises or occurring on or about the Leased Premises, with liability limits equal to the limits on the Town of Southold's policies of insurance, to wit, $1,000,000/$3,000,000 aggregate and excess coverage of$10,000,000, and naming the Town of Southold as Additional Insured. The Tenant shall also maintain fire and extended coverage insurance in such amounts and with such deductibles as shall be determined by the Tenant and approved by the Landlord. The Landlord and the Town of Southold shall be named as an additional insured under all insurance policies, and shall be entitled to appropriate certificates of the insurers showing said coverages to be in effect. The Tenant shall also maintain worker's compensation insurance, if applicable, to cover all personnel employed in the operation of the Leased Premises to the extent such insurance shall be necessary and the Tenant shall provide evidence of such insurance to the Landlord. (B) Except to the ,extent such liabilities, obligations, damages, penalties, claims, demands, costs, charges or expenses result directly or indirectly from the fault or neglect of the Tenant, the Landlord shall indemnify the Tenant against and hold the Tenant harmless from any and all liabilities, obligations, damages, penalties, claims, demands, costs, charges or expenses of any kind relating to (i) the conduct of any business operations by the Landlord or others on those portions of the Property not constituting a part of the Leased Premises, (ii) the condition of those portions of the Property not constituting a part of the Leased Premises or the performance of any labor or services or furnishing of any materials in respect thereof, (iii) the possession, use, non-use or control of those portions of the Property not constituting a part of the Leased Premises, (iv) any violation of law by the Landlord or other Tenants on those portions of the Property not constituting a part of the Leased Premises, including any violation of environmental laws, occurring during the Term (and not directly attributable to occurrences prior to the Term), or (v) any other activities undertaken by the Landlord or other Tenants on those portions of the Property not constituting a part of the Leased Premises. The Landlord shall take out and maintain with reputable insurance companies, at its sole cost and expense, public liability insurance against property damage or personal injury arising out of or relating to the use of those portions of the Property not constituting a part of the Leased Premises or occurring on or about such other portions of the Property, with'liability limits of $1,000,000/$3,000,000 aggregate and excess coverage of $10,000,000. The Landlord shall also maintain fire and extended coverage insurance in such amounts and with such deductibles as shall be determined by the Landlord and approved by the Tenant. The Tenant and the Town of Southold shall be named as an additional insured under all insurance policies, and shall be entitled to appropriate certificates of the insurers showing said coverages to be in effect. The Landlord shall also maintain worker's compensation insurance, if applicable, to cover all personnel employed in the operation of those portions of the Property not constituting a portion of the Leased Premises to the extent such insurance shall be necessary and the Landlord shall provide evidence of such insurance to the Tenant. (C) Each party hereby waives any right of recovery it may have against the other under this Section 17 to the extent it shall have been compensated for the liabilities, obligations, damages,penalties,,claims, demands, costs, charges or expenses in question under applicable insurance policies. 18. Utilities and Services. The Tenant shall make all arrangements for and pay, directly or by requiring the lessees of its residential apartments to pay, for all water, fuel, gas, oil, heat, electricity, snow and ice removal and all other services or supplies required or desirable in connection with the use and operation of the Leased Premises. The Landlord shall have no liability with regard to the provision or the failure to provide any such services or supplies. 19. No Liens or Encumbrances. The Tenant shall keep the Leased Premises free and clear of all liens and encumbrances of any kind whatsoever, other than any liens or encumbrances created by the Landlord's acts or omissions, except for statutory liens for taxes not yet due or being contested, encumbrances in the nature of zoning and similar restrictions. 20. Condemnation. If the Leased Premises or any part thereof shall be taken, condemned or appropriated by virtue of eminent domain,the Landlord shall promptly give notice thereof to the Tenant and the Tenant shall have the right to appear in any condemnation action or proceeding and to make claims for any awards. All awards, whether made to or for the Landlord or the Tenant, shall be apportioned and paid to the Landlord and the Tenant as their interests may appear, taking into account the improvements made to the Leased Premises by the Tenant. 21. Casualty. If all or any part of the Leased Premises shall be damaged by fire or other casualty, the Tenant shall promptly give notice thereof to the Landlord, generally describing the nature and extent of such casualty. If the cost of restoration of the casualty exceeds $100,000, the Tenant shall not settle or compromise any insurance claim without the consent of the Landlord and does hereby assign to the Landlord its right to receive any proceeds in respect thereof under the insurance policies maintained pursuant to Section 17 8 hereof. Any insurance proceeds received by the Landlord or the Tenant shall be disbursed to and applied by the Tenant in reimbursement of the costs incurred by the Tenant in fulfillment of its restoration obligations pursuant to Section 22 hereof. 22. Restoration. In the event of a condemnation or a casualty of all or any portion of the Leased Premises, the Tenant shall repair, restore or rebuild the Leased Premises as nearly as possible to its condition and value immediately prior to such condemnation or casualty. To the extent that the condemnation or casualty relates to the Property as a whole or to portions of the Property not constituting a part of the Leased Premises, then the cost and expense of repairs, restoration or rebuilding shall be equitably apportioned between the Tenant and other responsible parties, including the Landlord. 23. Abandonment. The Tenant shall not abandon or vacate the Leased Premises at any time during the Term. Should the Tenant vacate or abandon the Leased Premises or be dispossessed by process of law, such abandonment, vacation or dispossession shall be a breach of this Lease Agreement and; in addition to any other rights the Landlord may have, the Landlord may remove any personal property belonging to the Tenant that remains on the Leased Premises and store the same, such removal and storage being for the account, risk and expense of the Tenant. 24. Laws and Regulations. Subject to the last sentence of this Section 24,the Tenant, at its own cost and expense, shall comply promptly with all laws, ordinances, codes, rules and regulations, and with judgments and orders of federal, state and municipal governments, departments or courts of law, that apply to the Leased Premises and the Tenant shall likewise promptly comply with the requirements of all fire regulations, administrative or otherwise, concerning the Leased Premises. To the extent that the Landlord, as owner of the Leased Premises, is required to be the applicant or the holder of any permit or authorization, the Landlord shall cooperate with the Tenant and sign any required applications and allow any permit to be in its name if so required, all at the expense of the Tenant. To the extent that the required compliance hereunder relates to the Property as a whole or to portions of the Property not constituting a part of the Leased Premises, then the cost and expense thereof shall be equitably apportioned between the Tenant and other responsible parties, including the Landlord. 25. Notices. All notices to be given to the Tenant shall be in writing, deposited in The United States mail, certified or registered, with postage prepaid, and addressed to the Tenant as follows: Walsh Park Benevolent Corporation P. O. Box 684 Fishers Island,NY 06390 Attention: President 9 with copies given in the same fashion to: Stephen L. Ham, III, Esq. Matthews & Ham 38 Nugent Street Southampton,NY 11968 All notices to be given to the Landlord shall be in writing, deposited in the United States mail, certified or registered, with postage prepaid, and addressed to the Tenant as follows: Fishers Island Ferry District P. O. Box 607 Fishers Island,NY 06390 Attention: Geb Cook with copies given in the same fashion to: Martin Finnegan, Esq. Twomey, Latham, Shea, Kelley, Dubin& Quartararo, LLP 33 West Second Street P. O. Box 9398 Riverhead,NY 11901 William M. Duffy, Town Attorney Town of Southold P.O. Box 1179 Southold,NY 11971-0959 26. Renewal. If no material default on the part of the Tenant shall have occurred and be continuing,the Tenant shall have the right to extend the Term for successive ten (10) year terms,but not beyond November 30, 2198, by giving notice to the Landlord at any time during the last six months of the Term. The terms and conditions of any renewal term shall be subject to review and amendment by the Town Board of the Town of Southold. 27. Landlord's Access. At all reasonable times during the Term, but subject to the rights of the lessees under any residential lease agreements relating to the Leased Premises, the Landlord may go on the Leased Premises for any lawful and proper purpose, including the purpose of protecting the Leased Premises or enforcing its rights under this Lease Agreement. 10 28. Governing Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State of New York. 29. Surrender by Tenant. The Tenant shall, on the termination of this Lease Agreement, whether by expiration and non-renewal of the Term, mutual agreement or otherwise, surrender and deliver up the Leased Premises with all buildings and improvements, together with the fixtures and equipment located thereon or therein, into the possession of the Landlord, without delay and in good order, condition and repair, reasonable wear and tear and damage by the elements excepted. 30. Entire Agreement. This Lease Agreement contains the entire agreement of the parties with respect to the Leased Premises and may not be amended or modified, in whole or in part, except by an instrument in writing signed by the parties hereto or their respective successors or permitted assigns. 31. Quiet Enioyment. The Landlord covenants that, so long as no default on the part of the Tenant shall have occurred and be continuing, the Landlord will not interfere with or disturb the Tenant's rights under this Lease Agreement, including but not limited to its right to the exclusive possession, use and enjoyment of the Leased Premises during the Term. 32. Consent. Whenever the approval, agreement or consent of either the Landlord or the Tenant is required pursuant to the terms hereof, such approval, agreement or consent shall not be unreasonably withheld or delayed. 33. Successors and Assigns. The covenants and agreements contained in this Lease Agreement shall be binding upon and shall inure to the benefit of the respective successors in interest and permitted assigns of the parties hereto. 34. No Liability of Commissioners, Directors or Officers. In no event shall any commissioner, director or officer of the Town of Southold, Landlord or the Tenant have any personal liability under this Lease Agreement. IN WITNESS WHEREOF, the parties have executed this Lease Agreement by their duly authorized representatives as of the day and year first above written. TOWN OF SOUTHOLD By Scott AVRussell, Town Supervisor FISH S SLA F ISTRICT By �- George B Cool, General Manager 11 WALSH PARKBENEVOLENT CORPORATION B r Y Edwin P. Carlson, Co-President - By —�% Andrew E. Burr, Co-President SCHEDULE A TO LEASE AGREEMENT 12 a RECEIVED NOV 2 7 2018 Office of the Town Attorney Southold Town Clerk 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 MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: November 27, 2018 Subject: Town of Southold and Fishers Island Ferry District and Walsh Park (lease) With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /ms Enclosures cc: Accounting