HomeMy WebLinkAboutBay to Sound-LIPA License Agreement AGREEMENT OF LICENSE �� 7 ���
�Cc�
THIS AGREEMENT OF LICENSE ("License") made as of the_day of No��znber;�(��1� hy
and between the TOWN OF SOUTHOLD ("the Town" or"Tenant"), a municipal corporation
organized and existing under the laws of the State of New York with offices at 53095 Main
Road, Southold,New York 11971, and LONG ISLAND ELECTRIC UTILITY SERVCO, LLC
("Servco") as agent of and acting on behalf of Long Island Lighting Company dlb/a LIPA
("LIPA"), a New York corporation and wholly-owned subsidiary of the Long Island Power
Authority, a corporate municipal instrumentality and political subdivision of the State of New
York("Authority"), having its principle office at 333 Earle Ovington Boulevard, Uniondale,
New York 11553. TOWN and LIPA are referred to herein individually as a "Party" and
collectively as the "Parties".
Pursuant to the Amended and Restated Operations Services Agreement, dated as of
December 31, 2013, as it may be restated, amended, modified, or supplemented from time to
time ("A&R OSA"), between LIPA and PSEG Long Island LLC, Servco has assumed
managerial responsibility for the day-to-day operational maintenance of, and capital investment
to, the electric transmission and distribution system owned by LIPA as of January 1, 2014.
Among the services to be provided under the A&R OSA, Servco will manage, act as agent of
and on behalf of certain LIPA owned real estate assets. Accordingly, Servco will administer this
Agreement and shall be LIPA's representative in all matters related to this Agreement, including
all attached Schedules and E�iibits as applicable. LIPA, as the principal, shall have ultimate,
fmal and full liability for the obligations imposed hereunder on LIPA and Servco;
WITNESSETH:
SECTION 1. DESCRIPTION
Section 1.01 In consideration of and subject to the terms, covenants, agreements,
provisions, conditions, and limitations set forth in this License, LIPA hereby agrees to license to
TOWN, solely for the use as a pedestrian path during Daytime Hours,hereinafter defined, a six
(6) foot wide one hundred (100) foot long portion of LIPA-owned electrical transmission and
distribution right-of-way land (the "Path"), which encompass or traverse one (1)tax lot in the
Town of Southold, SCTM#1000-45-1-14.1, as identified on the site plan which will be attached
hereto as Exhibit A and the metes and bounds descriptions which will be attached as Exhibit
Btogether with rights-of way for ingress and egress to the Path over the adjoining lands of LIPA
(the "Property"). The term "Daytime Hours" shall mean the hours between sunrise and sunset,
the daily occurrence of each event to be determined in accordance with the Sunrise/Sunset
Calculator as found on the Natiorial Oceanic and Atmospheric Administration website,
www.noaa.gov.
SECTION 2. PURPOSE AND CONSTRUCTION
Section 2.01 The parties acknowledge that the TOWN is a municipal corporation and is entering
into and executing this License by virtue of the authority of Resolution No. 2021-825 of the
Town Board for use of the Path to construct,maintain,repair, replace, and operate a pedestrian
path for the "Bay to Sound" Pedestrian Path Project(the "Project'). TOWN acknowledges and
agrees to use the Path as specified herein, and for no other purpose. TOWN shall be solely
responsible for obtaining all pernuts, approvals and consents required for the Project at the
TOWN's sole cost and expense. LIPA shall provide TOWN with a11 reasonable cooperation in
connection with TOV�N's efforts to obtain the requisite permits, approvals and consents.
Section 2.02 TOWN agrees to create construction drawings,plans, specifications, and Exhibit A
and E�ibit B (collectively,the "Plans and Specifications") at TOWN's sole cost and expense,
and to submit the Plans and Specifications to Servco for review and approval. Servco shall
review and comment thereon before they are considered final and become part of this
Agreement. TOWN agrees that it will not commence any construction activities relating to the
installation of the Path until Servco's formal written approval of TOWN's Plans and
Specifications have been received,which approval will not be unreasonably withheld, delayed or
conditioned and which shall be provided within 90 days of submission of complete Plans and
Specifications. Upon such formal written approval,the Plans and Specifications shall become
part of this License. In addition, TOWI�T shall provide Servoc at least thirty (30) days' written
notice prior to the commencement of any construction activities.
Section 2.03 In recognition of the high voltage nature of the electric facilities in and axound the
Path and the Property,the TOWN shall take all necessary precautions in any and all activities in
and around the Path and the Property. The TOWN shall take all necessary precautions for the
health and safety of its agents, employees, invitees, contractors, subcontractors, and the general
public and any personal properiy present on the Path or the Property during initial construction
and continuing maintenance of the Path, including warning TOWN employees, agents, and
contractors, invitees and the general public of the fact that the electric facilities and related
equipment present or to be installed on the Property are of high voltage electricity. The TOWN
shall use all safety and precautionary measures when working under or near LIPA's facilities and
shall employ all safety and precautionary measures to protect the public from LIPA's facilities.
TOWN further covenants and agrees that no construction and maintenance activities or
equipment shall be conducted or operated closer than thirty (30) feet from LIPA's overhead
wires and cables.
SECTION 3. TERM
Section 3.01 The "Effective Date" of this License shall mean the date on which this License shall
have been executed and delivered by both LIPA and TOWN and State Approval, as hereinafter
defined, has occurred.
Section 3.02 The "Term" of this License shall commence upon the Effective Date, and sha11
expire twenty-five (25)years later(the "Expiration Date"), or on such earlier date as this License
may terminate or expire as provided for herein;provided, however,that if such date does not fall
on a"Business Day," (as defined below),then this License shall end on the next Business Day.
For the purposes of this License and all agreements supplemental to this License,the term
"Business Day" means any day except a Saturday, a Sunday, or any day on which commercial
banks are required or authorized to close in the State of New York.Notwithstanding anything to
the contrary contained in this License, either party may terminate this License with a minimum of
ninety (90) days' written notice of the termination to the other party.
SECTION 4. RENT
Section 4.01 The Path described herein is Licensed to the TOWN on a rent-free basis in
furtherance of the public health and welfare benefit to be provided to those individuals who will
use the Path,including,but not limited to,the residents of the TOWN.
SECTIONS. CARE AND REPAIlZ OF PATH
Section 5.01 TOWN is leasing the Path in its "as is" physical condition,without any
representation or warranty by LIPA as to the condition or state thereof or its fitness or
availability for any particular use or purpose. TOWN represents and warrants that it has
examined the Path and is fully familiar with the physical condition of the Path.
Section 5.02 It shall be TOWN' s obligation and responsibility to maintain the Path, in clean,
orderly condition and good repair, free of debris,which shall include but not be limited to
repairing cracks,potholes and other defects. It shall be TOWN'S obligation and responsibility to
comply with all present and future laws, rules and regulations relating to the construction,use
and maintenance of the Path. In recognition of the high voltage nature of the electrical facilities
within and around the Path, TOWN shall take all necessary precautions in any and all activities
in and around the Path. TOWN shall take all necessary precautions for the health and safety of its
agents, employees, invitees, contractors, subcontractors, and the general public and their property
present on the Path, including warning TOWN employees, agents, contractors, invitees, and the
general public of the fact that the electrical facilities and related equipment present or to be
installed on the Path are of high voltage electricity. TOWN shall use all safety and precautionary
measures when working under or near LIPA's facilities and shall employ all safety and
precautionary measures to protect the public from LIPA's facilities. TOWN agrees to pay the
cost to restore or repair any damage to the Path and other areas on the Property caused by
TOWN, either directly or indirectly. TOWN shall perform all work required to accommodate the
needs of TOWN and the Project, which work shall be carried out at all times in a safe manner.
All work is to be conducted in a good and workmanlike manner, in accordance with Section 7
below, at TOWN's sole cost and expense.
Section 5.03 At Town's sole cost and expense, TOWN shall provide signage and notice, subject
to approval by LIPA,to Path users relative to TOWN's responsibility,proper use of the Path, and
hours of operation. TOWN shall furnish to LIPA a direct telephone number and other contact
information with respect to the proper TOWN OF SOUTHOLD agency or office authorized to
respond to any and all complaints and emergencies relating to the use of the Path and LIPA shall
be authorized to make public such telephone number and contact information.
Section 5.04 The License shall be subject and subordinate to and not interfere with LIPA's right
and responsibility to provide electrical service. LIPA, for itself and by and through its agents,
including without limitation Servco Servcoshall perpetually and at its discretion have full and
open access at all times to all of its electric and other facilities on or adjacent to the Path and
Property;the right to construct, reconstruct, relocate, operate, maintain, expand, modify, and
remove its electric and other facilities on or adjacent to the Path; the right to pernut the
installation of wires and other facilities of public utility companies or others and convey an
interest with respect to LIPA's properiy interest in the Path; and the right to require the relocation
of the Path, at the TOWN's expense, in the event LIPA conveys the Path or LIPA, in its sole
discretion, considers such Path to pose an interference with LIPA's right and responsibility to
provide electrical service. LIPA and its agents, servants, and employees agree to consult with
and consider the TOWN's reasonable requests prior to requiring the relocation of any portion of
the Path. LIPA shall maintain responsibility for, and be in full control of, any tree trimming,
brush control, and scheduling matters on the Property. LIPA will not be responsible for aesthetic
or cosmetic appearance of the Path or the Property.
SECTION 6. LIENS
Section 6.01 LIPA covenants to keep the Path free of liens and any additional encumbrances
which would interfere with TOWN's use of the Path.
Section 6.02 In the event it is pernussible for any mechanics' or other liens to be filed against any
portion of the Path by reason of TOWN's acts or omissions or because of a claim against TOWN,
TOWN shall cause the same to be cancelled or discharged of record by bond or otherwise within
ninety (90) days after notice from LIPA. If TOWN shall fail to cancel or discharge said lien or
liens within said ninety(90) day period, LIPA may cancel or discharge the same and upon
LIPA's demand, TOWN shall reimburse LIPA for all costs incurred in canceling or discharging
such liens.
SECTION 7. ALTERATIONS
Section 7.01 TOWN shall not expand the Path beyond the boundaries set forth in Exhibit B
without the prior written consent of LIPA.
Section 7.02 In the event TOWN desires to perform any construction,reconstruction,physical
changes, or alterations, (collectively hereinafter, "Alterations")to the Path, TOWN shall submit
to LIPA plans and specifications and obtain LIPA's written approval before undertaking any
Alterations. Any such Alterations and associated activities shall be undertaken at TOWN's own
cost and expense, provided such Alterations do not interfere with the construction, operation and
maintenance by LIPA or its agents of electric transmission lines,poles, towers,wires and
appurtenant facilities on the Property.
- - - - - �
of LIPA, or(z) in connection with any claims asserted as the result of injuries incurred on the
Property, but off the Path, during hours other than Daytime Hours (except to the extent such
claims arise from the acts, omissions or negligence of the TOWN, its agents, employees,
contractors, subcontractors, officers or officials).
Section 9.02 The provisions of this Section 9 shall survive the expiration or termination of this
License.
SECTION 10. INSUR.ANCE
Section 10.01 Neither LIPA nor its agents shall be liable for the loss of or damage to the Path
or any property of the TOWN by theft or otherwise, nor for any injury or damage to persons or
property resulting from any cause of any nature relating to use of the Path unless caused by or
due to the negligence, misuse, or abuse by LIPA, its employees, officers and agents.
Accordingly,without limiting the generality of the foregoing,the risk of loss or damage to the
construction or other personal property of the TOWN from any peril while on the Path shall be
borne by the TOWN. It is further understood that the TOWN waives any right to subrogation
against LIPA for loss or destruction of any construction or personal property of the TOWN
while on the said Path except in cases due to the negligence, misuse, or abuse by LIPA, its
employees, officers and agents.
Section 10.02 The TOWN further agrees to procure, pay the entire premium for, and maintain
throughout the term of this License, insurance in amounts and types specified by LIPA. Unless
otherwise required by LIPA, in writing, such insurance will be as follows:
(i) a commercial general liability policy of not less than Five Million($5,000,000) Dollars
covering the Indemnified Matters (as defined above), (ii) an umbrella policy covering protection
in an amount not less than Ten Million($10,000,000)Dollars combined single limit coverage for
the Indemnified Matters (as defined above), (iii) an automobile liability policy covering all
owned, hired and non-owned vehicles with a combined single limit of not less than Two Million
($2,000,000) Dollars and (iv) Worker's Compensation and Employer's Liability as required by
law. Licensee shall name Servco and Long Island Lighting Company d/b/a LIPA and all of their
respective subsidiaries and affiliates as additional insureds. Said policy shall contain a provision
whereby the same may not be canceled unless Servco and LIPA are given at least thirty (30)
- - - - - � �
SECTION 8. NEGATIVE COVENANTS
Section 8.01 Where and when applicable neither LIPA nor TOWN shall use, occupy,maintain or
operate the Path, nor suffer or pernut the Path or any part thereof to be used, occupied,
maintained or operated,nor bring into or keep at the Path,nor suffer or permit anything to be
brought into or kept therein,which would in any way (a)violate any term, covenant or condition
of this License; (b)violate any restrictive covenant, operating covenant, encumbrance or
easement affecting the Path; (c)violate any law; (d) make void or voidable any insurance policy
then in force with respect to the Path or make any such insurance unobtainable or increase the
rate of any insurance with respect to the Path; (e) cause physical damage to the Path or any part
thereof; (�permit the excess accumulation of waste or refuse matter; (g) constitute a public or
private nuisance; and(h) not conform to all applicable federal, state and local laws and
regulations regulating toxic waste and discharge, including,but not limited to, Articles VII and
XII of the Suffolk County Sanitary Code.
SECTION 9. INDE�TY
Section 9.01 TOWN agrees that it shall protect,indemnify and hold harmless LIPA,
Servco(manager of LIPA's electric transmission and distribution system), the Authority, and their
respective directors,trustees, officers, officials, employees, affiliates, agents, assigns, successors;
representatives, contractors, subcontractors and other persons (each, an "Indemnified Party", and
collectively,the "Indemnified Parties"), from and against all liabilities, fines,penalties, damages,
claims, demands,judgments, losses, costs, expenses, suits, actions and other proceedings
(including, without limitation, appeals) and reasonable attorneys' fees and other costs of legal
defense and, investigation of any of the foregoing commenced or threatened, whether direct or
indirect, as a result of, arising out of or in any way connected with, damages or injuries to
persons and/or property (a) incurred on the Path at any time; (b) incurred on the Property in
connection with use of the Path; and(c) incurred on the Property at any time due to the acts,
omissions or negligence of the TOWN, its agents, employees, contractors, subcontractors,
officers or officials or due to any other reason for which the TOWN is determined to be legally
liable (the foregoing hereinafter referred to collectively as the "Indemnified Matters"). TOWN
shall defend the Indemnified Parties in any suit, action or other proceeding (including appeals),
or, at each Indemnified Party's option, pay or reimburse such Indemnified Party for the
reasonable attorney's fees and other costs of legal defense and investigation of any suit, action or
other proceeding arising out of, or in any way connected with, any of the Indemnified Matters.
Notwithstanding the foregoing, TOWN shall not indemnify LIPA for that portion of any claim,
loss, or damage arising under this License (y)to the extent due to the negligent acts or omissions
- _ - - - - _ - -_ - ~ = - _ __ _ _ �
days prior written notice of such cancellation. Licensee shall provide Servco and LIPA with
renewal certificates if said insurance policies are to expire prior to the expiration or termination
of this Agreement. Said certificates must be provided to Servco and LIPA no later than ten(10)
days prior to the renewal date. Insurance as specified herein must be maintained at all times
throughout the term of this Agreement.
Section 10.03 All insurance required by this License shall be maintained with insurance
underwriters authorized to do business in the State of New York with an A.M. Best Rating of A-
or better.
Section 10.04 The TOWN shall furnish Servco and LIPA with Certificates of Insurance and
Endorsement Pages for each such policy of insurance, evidencing compliance with the aforesaid
insurance requirements. In the case of commercial general liability insurance, the Authority,
LIPA and Servco shall be named as an additional insured and the TOWN shall furnish a
Certificate of Insurance and Endorsement Page evidencing LIPA's status as an additional insured
on said policy.
Section 10.05 All Certificates of Insurance, Endorsement Pages, and other evidence of insurance
shall provide for LIPA to be notified in writing thirty (30) days prior to any cancellation,
nonrenewal, or material change in said policy.
Section 10.06 Any contractors and subcontractors who may at any time be involved with
construction or reconstruction of the Path on behalf of TOWN shall be required to procure and
maintain throughout the term of construction insurance in the amounts and types specified in this
Section 10.
Section 10.07 Notwithstanding the foregoing, however,the TOWN, at its sole option, subject to
it being in full compliance with all applicable New York State, local, and federal regulations
regarding the TOWN's self-insurance program, may elect to be either partially or totally self-
insured and thereby assume responsibility for that portion of the liability insurance as described
in Section 10.02 of this agreement. In this case, the TOWN must notify LIPA of its self-insured
status by a signed writing, indicating that it meets the requirements to self-insure and that its self-
insurance program meets the minimum insurance requirements in a manner consistent with that
specified in this Section I 0.
Section 10.08 Any such insurance referenced herein shall not relieve or reLicense TOWN from,
or limit its respective liability as to, any and all obligations arising under this License. TOWN
shall immediately notify LIPA, initially by telephone, and thereafter in writing, of any and all
accidents and other insurable incidents occurring on or related to the Path.
Section 10.09 In the event that any of the insurance required by this License ceases to be in full
force and effect, TOWN agrees to cease all operations as set forth in Section 2 herein.
SECTION 11. DEFAULT REMEDIESlDAMAGES
Section 11.01 Upon the occurrence of any one or more of the following events, (each referred to
as an "Event of Default" and referred to collectively as "Events of Default") at any time prim to
or during the Term of the License, and in addition to any other remedy available to LIPA at law
or in equity, LIPA may give to TOWN a written notice of such Event of Default.
Upon receipt of the notice of the Event of Default, TOWN shall have thiriy (30) days to cure the
Event of Default provided, however, that, in the case of an Event of Default which for causes
beyond TOWN's reasonable control cannot,with reasonable diligence be cured within such
period of thirty (30) days, such thirty (30) day cure period shall be, extended as reasonably
necessary to permit the TOWN time to cure such Event of Default provided that the TOWN shall
unmediately upon the receipt of such notice, (a) advise LIPA of TOWN's intention duly to
institute all steps necessary to cure such Event of Default and (b) institute and thereafter
diligently prosecute to completion all steps necessary to cure the same.
Events of Default
+ if TOWN shall fail to cause a lien to be cancelled or discharged of record by bond or
otherwise; or
• if the TOVUN abandons the Path or any part thereof; or
• if any execution or attachment is issued against TOWN or any of TOWN's property
whereupon the Path is taken or occupied by someone other than TOWN;
+ the filing by or against TOWN of a petition in bankruptcy,the taking by TOWN of the
benefit of any other insolvency act or procedure, which term includes any form of
proceeding for voluntary or involuntary reorganization or arrangement or rearrangement
- - - - - - - _ - - - — -- ��
under federal bankruptcy laws as well as an assignment for the benefit of creditors, or the
appointment of a receiver for TOWN and such receiver is not discharged within forty-
five (45) days.
• failure of TOWN to observe or perform one or more of its obligations under the terms,
conditions, covenants or agreements of this License
Section 11.02 TOWN and LIPA shall not be in default of this License because of such pariy's
inability to perform the covenants and obligations set forth herein during the continuance of any
period of"Force Majeure," defined below, except as may otherwise be expressly specified in this
License.
For purposes of this License, "Force Majeure" means any delay in performing the obligations
under this License by reason of strikes, boycotts, labor disputes, embargoes, shortages of
material, acts of God, acts of the public enemy or terrorism, acts of superior governmental
authority, weather conditions,tides,riots,rebellion, sabotage not the fault of the party
performing such duty or obligation or any other circumstances for which it is not responsible and
which are not within its control;provided that the party so delayed provides the other with
written notice of such delay and the party so delayed uses its best efforts to perform its
obligations during such period of delay; and provided that in no event shall the performance of
an obligation under this License be deemed prevented or delayed by any of the foregoing reasons
if performance can be (or could have been) effectuated by, or any default thereof cured by,the
proper payment of money with respect to any such obligation and in no event shall the inability
of either party to make available sufficient funds be deemed to be a Force Majeure. The parties
will work together in good faith to mitigate the impact of any Force Majeure event.
Section 11.03 No failure by the TOWN or LIPA to insist upon the strict performance of any
covenant, agreement, term or condition of this License, or to exercise any right or remedy
consequent upon a breach thereof shall constitute a waiver of any breach or of such covenant,
agreement, term or condition hereof.No covenant, agreement term or condition of this License
to be performed or complied with by either party, and no breach thereof, shall be waived, altered
or modified except by a written instrument executed by the other party hereto.No waiver of any
breach shall affect or alter this License but each and every covenant, agreement,term and
condition of this License shall continue in full force and effect with respect to any other then
existing or subsequent breach thereof.
- - - _ _ _ — _ _ _ -- �
Section 11.04 In the event of any breach or threatened. breach by TOWN of any of the
covenants, agreements,terms or conditions contained in this License, LIPA shall be entitled
to enjoin such breach or threatened breach and shall have the right to invoke any right and
remedy allowed at law or in equity or by statute or otherwise.
Section 11.05 If TOWN shall default in the performance of any covenant,term,provision or
condition herein contained, LIPA, without thereby waiving such default may perform the same
at the expense of TOWN (i) immediately (a) after forty-eight(48)hours written notice in the
case of an "Emergency," as defined below; (b) after seven(7) days written notice if such failure
unreasonably interferes with the efficient operation of the Property; or(c) after seven(7) days
written notice if such failure may result in a violation of any legal requirements; or(ii) in any
other case, if such failure continues after ten(10) days from the date of the giving of written -
notice of LIPA's intention to perform the same. In the case of a failure which for causes beyond
the TOWN's reasonable control cannot with reasonable diligence be cured within such 10-day
period, such 10-day period shall be deemed extended if the TOWN immediately upon the receipt
of such notice, (a) advises LIPA of its intention to institute all steps necessary to cure such
failure and (b) institutes and thereafter diligently prosecutes to completion all steps necessary to
cure the same.
Section 11.06 Bills for any expense incurred by LIPA in connection with any such performance
by LIPA for the account of TOWN, and bills for all costs, expenses and disbursements, including
(without being limited to)reasonable attorneys' fees, incurred in enforcing or endeavoring to
enforce any rights against TOWN under or in connection with this License, or pursuant to law
may be sent by LIPA to TOWN monthly, or immediately, at LIPA's option, and shall be due and
payable by TOWN within sixty (60) days after receipt by TOWN of a written itemized statement
as to the amounts of such costs and fees together with interest thereon at the rate of twelve (12%)
per annum from the date said bills should have been paid. No interest shall accrue while the
TOWN is disputing in good faith either the alleged failure or the expenses billed. TOWN shall
reimburse and compensate LIPA for all expenditures (including, without limitation, reasonable
attorneys' fees) made by, or damages or fines sustained or incurred by, LIPA due to any breach
of this License.
An "Emergency" means any situation where LIPA, in its reasonable judgment, concludes that a
particular action is immediately necessary (i)to avoid imminent material damage to all or any
material portion of the Path or the Property, (ii)to protect any person from imminent harm, or
(iii) to avoid an imminent condition which would have a material and adverse effect on the Path
or the Property,to utilize the Path or the Property for its intended purposes.
SECTION 12. SURRENDER OF PATH; HOLDOVER
Section 12.01 On the Expiration Date, or upon the sooner termination of this License, TOWN
shall, at its expense, quit, surrender,vacate, and deliver the Path to LIPA in good order, and
condition,together with all improvements therein. TOWN shall, at its expense, if necessary,
remove from the Path all TOWN's personal property and any personal property of Persons
claiming by,through or under TOWN, or equipment, or other items installed by or on behalf of
TOWN, and any Alterations, and shall repair or pay the cost of repairing, all damage to the Path
occasioned by such removal. In the event TOWN,its successors or assigns, does not restore the
Path or any part thereof within a reasonable time,then LIPA shall have the right to restore the
Path or any part thereof back to good order and condition at the sole cost and expense of TOWN.
Section 12.02 If any personal property of the TOWN and/or any personal property of Persons
claiming by,through or under TOWN, or equipment, or other items installed by or on behalf of
TOWN on the Path remains on the Path after the expiration or termination of this License, or if
TOWN otherwise fails to return the Path to LIPA after the expiration or termination of this
License in the condition required by Section 12.01 above without limiting any of LIPA's rights at
law or in equity, the TOWN agrees that any such failure(s)by the TOWN, and any inaction by
LIPA with respect thereto, shall not give rise to any rights by the TOWN, including without
limitation any extension or renewal of this Agreement, tenancy by will or by sufferance, andlor
any right to continue the possession or use of the Path, but the TOWN, agrees that it sha11
protect, indemnify and hold harmless LIPA, Servco(manager of LIPA's electric transmission and
distribution system), the Authority, and their respective directors,trustees, officers, officials,
employees, affiliates, agents, assigns, successors,representatives, contractors, subcontractors and
other persons (each, an "Indemnified Party", and collectively,the "Indemnified Parties"), from
and against all liabilities, fines,penalties, damages, claims, demands,judgments, losses, costs,
expenses, suits, actions and other proceedings (including,without limitation, appeals) and
reasonable attorneys' fees and other costs of legal defense and, investigation of any of the
foregoing commenced or threatened, whether direct or indirect, as a result of, arising out of or in
any way connected with failure by the TOWN to remove the same in accordance with Section
12.02, above. TOWN shall defend the Indemnified Parties in any suit, action or other proceeding
(including appeals), or, at each Indemnified Patty's option,pay or reimburse such Indemnified
Party for the reasonable attorney's fees and other costs of legal defense and investigation of any
suit, action or other proceeding arising out of, or in any way connected with, any of the
Indemnified Matters. Notwithstanding the foregoing, TOWN shall not indemnify LIPA for that
portion of any claim, loss, or damage arising under this License to the extent due to the grossly
negligent acts or omissions of LIPA.
- - ., �;
Section 12.03 LIPA's rights pursuant to Section 12.02 are in addition to and not in substitution
for or in limitation of its rights pursuant to Section 9 ("INDEMNITY") of this Agreement. In the
event of any inconsistency between provisions of Sections 12.02 and 9, LIPA shall be entitled to
enforce any provision(s) of either or both such Sections in its sole discretion without reference to
or limitation by any inconsistent provision(s).
Section 12.04 The provisions of this Section 12 shall survive the expiration or earlier
termination of this License.
SECTION 13 TRANSFER OF RIGHTS.
Section 13.01 In the event that LIPA assigns,transfers, conveys, Licenses or grants management
or control of the Path or a portion thereof, to another entity,this License shall not be subject or
subordinate to any such assignment,transfer, conveyance, License or grant and this License and
the rights of TOWN hereunder shall continue in full force and effect and shall not be terminated
or disturbed.
SECTION 14. EMINENT DOMAIN
Section 14.01 If the Path or any part thereof or any estate therein, or any other part of the Path
materially affecting TOWN'S use of the Path is taken for any public purpose, or for any reason
whatsoever, such that the Path cannot reasonably or practicably be repaired or reconverted so as
to permit the use thereof by TOWN for the purposes pernutted hereunder, this License shall
terminate on the date when title vests pursuant to such taking.
SECTION 15. NOTICES
Section 15.01 Any communication, notice or other submission necessary or required to be made
by the parties regarding this License except with respect to Section 15.02 shall be deemed to
have been duly made upon receipt by: (a) if to LIPA, at LIPA's agent at the following address:
PSEG Long Island LLC, Rea1 Estate Department, Operations Building 2, 1 75 East Old Country
Road, Hicksville,New York 11801, and (b) if to TOWN, Town of Southold, 53095 Main Road,
Southold,New York 11971 or, (c) at such other address as LIPA or TOWN, respectively, may
designate in writing.
Section 15.02 Any communication or notice regarding indemnification, termination, or litigation
by either pariy to the other shall be in writing and shall be deemed to be duly given only if
delivered: (i)personally (personal service on TOWN must be pursuant to New York Civil
Practice Law and Rules Section 311); (ii)by nationally recognized overnight courier: or mailed
by registered or certified mail in a postpaid envelope addressed: (a) if to TOWN,to the Town Of
Southold, 53095 Main Road, Southold,New York 11971; and(b) if to LIPA, at LIPA's agent's
address first above set forth, or at such other address as LIPA or TOWN, respectively,may
designate in writing.
Section 15.03 Notice shall be deemed to have been duly given (1) if delivered personally, upon
delivery thereof on a Business Day or if not a Business Day,then the next succeeding Business
Day, (2) if by nationally recognized overnight courier,the first Business Day subsequent to
transmittal and(3) if mailed by registered or certified mail,upon the seventh(7th) Business Day
after the mailing thereof. Any notice by either party to the other with respect to the
commencement of any law suit or legal proceeding shall be affected in accordance with Section I
6.02 and governed by the New York Civil Practice Law and Rules or the Federal Rules of Civil
Procedure, as applicable.
SECTION 16. ASSIGNMENT AND SUBLETTING
Section 16.01 TOWN shall not assign, sublet, or otherwise transfer any portion of the Path or
this License.
SECTION 17. ENVIRONMENTAL RESPONSIBILITIES
Section 17.01 TOWN will assume all liability for Hazardous Substances, as hereinafter defined,
and other conditions, if any, related to TOWN's use of the Path. TOWN agrees to defend,
indemnify and hold harmless the Indemnified Parties (as defined in Section 9.01) from and
against all liabilities, fines, penalties, damages, claims, demands,judgments, losses, costs
expenses, suits, actions and other proceedings (including,without limitation, appeals) of
whatever form or nature, including reasonable attorneys' fees and other costs of legal defense and
of investigating any proceeding commenced or threatened, whether direct or indirect, as a result
of, arising out of or in any way connected with such conditions, and TOWN shall bear the
responsibility of eliminating or remediating such conditions in accordance with all applicable
federal, state and local laws, ordinances, rules,regulations,policies, orders and directives, at
TOWN's sole cost and expense.
Section 17.02 TOWN shall keep or cause the Path to be kept free of Hazardous Substances.
TOWN shall immediately notify LIPA in writing of any actual or threatened reLicense of any
Hazardous Substances on or about the Path, including notification to LIPA if TOWN receives
any notice or requests for inspection or information from any federal, state or local official or
agency which pertains to Hazardous Substances. Copies of all reports,notices, correspondence,
and other documents received from or submitted to governmental authorities shall be provided to
all parties to this License.
For purposes of this License, the term "Hazardous Substances" means (i) asbestos and any
asbestos containing material and any substance that is listed in, or otherwise classified pursuant
to any "Environmental Laws," as that term is defined below, or any applicable laws or
» ��•
regulations as "hazardous substance," "hazardous material," "hazardous waste ulfectious
waste,'1 toxic substance," "toxic pollutant," or any other formulation intended to define, list or
classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity,toxicity, reproductive toxicity, or "EP toxicity," (ii) any petroleum and drilling
fluids, produced waters, and other wastes associated with the exploration, development or
production of crude oil, natural gas, or geothermal resources and (iii) petroleum product,
polychlorinated biphenyls, urea formaldehyde,radon gas,radioactive matter, and medical waste.
"Hazardous Substance" shall not include normal cleaning and personal household products being
used in their intended manner and otherwise in a manner that is in compliance with
Environmental Laws.
"Environmental Laws" means any and all present and future federal, state, and local laws,
ordinances, rules, regulations, decisions, and standards relating to protection of human health and
the environment, including, but not limited to,the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601 et.seq. ("CERCLA");the
Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. 6901 et.seq.
("RCR.A"); and the Occupational Safety and Health Act, 29 U.S.C. 651 et.seq. ("OSHA").
Environmental Laws shall also include, but are not limited to, any requirements relating to
_ _ - -- - -- - ---- - - - - --- - - j
underground storage tanks,the storage and use of gasoline, diesel fuel,waste oil or other
petroleum products. •
Section 17.03 TOWN shall not use or suffer the use of all or any part of the Path to treat,
generate, store, dispose of,transfer,reLicense, convey or recover any Hazardous Substances, as
that term is defined above. TOWN shall immediately notify LIPA of the presence or suspected
presence of any Hazaxdous Substance on or about the Path.
Section 17.04 TOWN, at its expense, shall comply with all Environmental Laws applicable to
the Path and shall give LIPA prompt notice of any lack of compliance with any of the foregoing
and of any notice it receives of the alleged violation of any Environmental Laws. LIPA shall
cooperate with TOWN's efforts hereunder.
Section 17.05 The provisions of this Section 18 shall survive the expiration or earlier termination
of this License.
SECTION 18. NO IMPLIED WAIVER
Section 18.01 No failure or delay by either pariy to insist upon the strict performance of any
provision of this License, or to exercise any right,power or remedy consequent upon a breach
thereof, and no acceptance of full or partial rent or other performance by either party during the
continuance of such breach shall constitute a waiver of any such provision.
SECTION 19. COOPERATION ON CLAIMS
Section 19.01 Each of the parties hereto agrees to render diligently to the other pariy,without
additional compensation, any and all cooperation,that may be reasonably required to defend the
other party, its employees and designated representatives against any claim, demand or action
that may be brought against the other party, its employees or designated representatives in
connection with this License.
SECTION 20. MISCELLANEOUS
Section 20.01 Legislative Approval: This License is subject to the approval of the TOWN Board
and shall not become effective until the requirements of Section 3.03 have been met.
Section 20.02 Intentionally Omitted. LicenseLicenseLicenseLicense
Section 20.03 TOWN is a municipal corporation duly organized and existing under the laws of
the State of New York and is duly authorized and empowered to enter into and perform this
License and to execute all documents related thereto.No consents, approvals or permits are
required for the performance of the terms and provisions herein or, if any such consents,
approvals or permits are required,they have been or will be obtained in a timely fashion. After
the Effective Date,this License will be a legal,valid, and binding obligation of the TOWN,
enforceable against the TOWN in accordance with its terms.
Section 20.04 References contained herein to Sections, E�ibits, and Schedules shall be deemed
to be references to the Articles,Appendices, E�ibits, and Schedules of and to this License
unless specified to the contrary.
Section 20.05 Neither this License nor any memorandum thereof shall be recorded, without the
prior written consent of LIPA.
Section 20.06 TOWN shall, at any time, and from time to time,within ten(10)days after LIPA' s
request therefor, execute and deliver to LIPA a statement in writing (i) certifying that this
License is unmodified and in full force and effect(or if there have been modifications, that the
same is in full force and effect as modified and stating the modifications), (ii) stating whether or
not LIPA is in default in performance of any covenant, agreement,term,provision or condition
contained in this License, and, if so, specifying each such default; (iii) confirming the Effective
Date and the scheduled Expiration Date under this License; and(iv) containing such other
information as to the status of this License as LIPA shall reasonably request. TOWN hereby
acknowledges that the statement delivered pursuant hereto may be relied upon by any
prospective assignee of this License, lender or any other third party with whom LIPA has a
reason to provide same
SECTION 21. NOT A CO-PARTNERSHIP OR JO1NT VENTURE
_ — — - - - - �
Section 21.01 Nothing herein contained shall create or be construed as creating a co-partnership
or joint venture between LIPA and TOWN or to constitute either as an agent or employee of the
other. The relationship of LIPA to TOWN is that of landlord-tenant and both LIPA and TOWN,
in accordance with its status as such, covenant and agree that they shall conduct themselves
consistent with such status, and will neither hold themselves out as, nor claim to be, an officer or
employee of the other by reason hereof, and that both LIPA and the TOWN, and their
employees, shall not, by reason hereof, make any claims, demands or application to or for any
right of privilege including,but not limited to,workers' compensation coverage,unemployment
insurance benefits, social security coverage or retirement membership credit as officers,
employees or agents of the other.
SECTION 22. BROKER
Section 22.01 LIPA and TOWN each represent and warrant to the other that no broker brought
about this License. LIPA and TOWN hereby agree to indemnify, defend and hold the other
harmless against any claim, demand and judgment which may be made or obtained against one
of the parties by any broker claiming a commission for representing the other, in connection with
bringing about this License. LIPA or TOWN shall forthwith notify other of any such claim,
demand or legal action for purposes of requesting defense against any such claim, demand or
legal action.
SECTION 23. CERTIFICATION
Section 23.01 The parties to this License hereby certify that, other than the funds provided in this
License and other valid agreements with TOWN or LIPA,there is no known relationship within
the third degree of consanguinity, life partner, or business, commercial, economic, or financial
relationship between the parties,the signatories to this License, and any partners,members,
directors, or shareholders of more than five per cent(5%) of any party to this License.
SECTION 24. GOVERNING LAW
Section 24.01 This License shall be construed and interpreted in accordance with the laws of the
State of New York, and without regard to its conflict of laws provisions. Venue shall be
designated in Suffolk County,New York or the United States District Court for the Eastern
District of New York.
SECTION 25. SUCCESSORS BOLTND
Section 25.01 This License shall bind, and inure to the benefit of,the parties and their respective
heirs, executors, administrators, successors and assigns.
SECTION 26. TOWN REPRESENTATIVES
Section 26.01 It is expressly understood and agreed by and between the parties that the officers,
officials, employees and agents of TOWN are acting in a representative capacity for the TOWN
and not for their own benefit, and that LIPA shall not have any claim against them or any of
them as individuals in any event whatsoever.
SECTION 27. LIPA REPRESENTATIVES
Section 27.01 It is expressly understood and agreed by and between the parties that the officers,
officials, employees and agents of LIPA are acting in a representative capacity for LIPA and not
for their own benefit, and that TOWN shall not have any claim against them or any of them as
individuals in any event whatsoever.
SECTION 28.NO CREDIT
TOWN agrees that this License shall not be pledged, hypothecated, or put up as security for a
loan, credit or for any reason whatsoever.
SECTION 29. CONFLICTS OF INTEREST
Section 29.01 For the purposes set forth in Section 2 herein, the parties agree that they will not
during the term of this License engage in any activity that is contrary to and/or in conflict with
the goals and purposes of the other party.
Section 29.02 The parties are charged with the duty to disclose to the other party the existence of
any such adverse interests,whether existing or potential. This duty shall continue during the term
of this License. The determination as to whether or when a conflict exists or may potentially
exist shall ultimately be made by the party to whom disclosure is made after full disclosure is
obtained.
SECTION 30. GRATUITIES
Section 30.01 LIPA represents and warrants that it has not offered or given any gratuity to any
official, employee or agent of TOWN or of any political pariy,with the purpose or intent of
securing an agreement or securing favorable treatment with respect to the awaxding or amending
of an agreement or the making of any determinations with respect to the performance of an
agreement.
SECTION 31. PARAGRAPH HEADINGS
Section 31.01 The paragraph headings in this License are included for convenience only and
shall not be taken into consideration in any construction or interpretation of this License or any
of its provisions.
SECTION 32. SEVERABILITY
Section 32.01 It is expressly agreed that if any term or provision of this License and/or any
amendment hereto, or the application thereof to any person or circumstances, shall be held
invalid or unenforceable to any extent, the remainder of this License and any amendment hereto,
or the application of such term or provisions to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and every other term and
provision of this License and any amendment hereto shall be valid and shall be enforced to the
fullest extent permitted by law.
SECTION 33. ENTIRE AGREEMENT
Section 33.01 It is expressly agreed that this instrument represents the entire agreement of the
parties and that all previous understandings are merged in this License. The foregaing constitutes
the entire agreement of the parties on the subject matter hereof. It may not be changed,modified,
dischaxged or extended except by written instrument duly executed by TOWN and LIPA.
Section 33.02 TOWN agrees that no representations or warranties shall be binding upon LIPA
unless expressed in writing, in this License.
(Sigrtature Page Immediately Follaws)
EXECUTED on the date set forth below.
Landlord:
LONG ISLAND ELECTRIC UTILITY SERVCO,LLC
as agent of and acting on behalf of LONG ISLAND
LIGHTING COMPANY, d/b/a LIPA
By. .
Michael Sullivan,Vice President
Date: �N�c� `v 2.�Z2
Tenant:
TOWN OF SOUTHOLD
By: �-�
�Cn�. RU�SSQ�1 ,Authorized Signatory
Date: ����.J_��a� _
��__.
EXIIIB�T A Site Pian
� Bay to Sound Integrated Trails Initiative Phase 2 LIPA Site Plan
_ •�� . - �. . . _ r r�� •s��� ,+ •a�:il •�i ;� ` •..
.:-aGi�� _l�. �. . yiY f,i;j���a; �y��i ��a'�`�:c�:.. .T�:�7C�r'. ` i 1: �+"
T'�� .��:= • '�a' ��"r�J { �D ..•.,ri.•� .- �l , '. ;,i•``y[t �`"���' J`� . �fi'� : �Y����y�}��;!�."}:,t+�
,�' ��..� +r )�; �"'G i 3"�-?` r L �' �'i �;�1 ��] .4!'d�,t•�*�Z '! 7��r_.r_��Y��h��'T,4W
� � � s�,.+`..�^ - �`'� ���'+ r 'Sr• q�y '{L� Y
� � !r:����k�.-' f ` "w �:_ ,��� n,�':.: .i,,
-'i� • �'"�•-,,��'? • �4'�,��._ti, s . ..• �:'•''� r�.. 'ti F:�,�E�� ��'y�:�•' �a x:'c ;!'''�'"
Y' ` "�+4 =�.• idnk �:.��F'"�=� �•: • {s`'. -:..,, F � - ,•
•,�:� s..`r...i,�. ~�� �g�'•:" �''.' ;�}!�f�l`�.:�f-� �f s.. �' ' �_��y�:�. _. . •��� , .! .�r►�'
�� • u_A r eC��M,,'S' s' � , }� ` l. �]'�Y'i '
. T�� � . ..�Ri��s"L�--.•�-�� �! . 1F t' O . - r;:�i7`, �
'�'�:,,�! � �'.j'« n��r:. .� ���'� „��.,,��'�;,��`5:,�. . Z�� t,t° ., .'.; _ f�o-s-.FF:
'�. �. "��� -f.+. ' r. •'° ,�y. �r:-. . ', .,yC.,_ y-�!7-'��.w.:-.
�,�- r �`%^ •''�a,'`.�,�, F�'=' - :•C3•i.. . .. . •. Y."t
�� �. --�,� r.� ... : •S; 5:_•.,Y4.. i:���. �'r." -t _�'. .
r=o=: rtT:" •�' • �'' 'i. . " .-- �y .�� .. ,,�� w.: �Y!:7C=" .
Sflr : ..� �� L R 'l:�" r:7c.� . ..r ��"t y x..
.. .. . .�. . � -.1L.. ,,�..: • x�_ � �'i•, ,F�' . `� ��'"�`�
� s- � �i'+ -`�Y�.ti:�' - - r.
s•
•����:_�t�� ti"tirs� �r':: �.���. �.v.r ��'{;:-�_.�r"''�i�.ti,��'�"� _ ' . . ___ . , '��__1� ,.�' .��' __
- 'J, Ly.- � -..}-::::_'�' ��,7�"•� yy��•t . � C�
-:��_� ,-•k. - - `�-:r; - -, i 1��a: .i- ,..'�'.r{• . �g�^*�.'y,a•;:''-�� 'tc�i
. '�{� ;���. ..". _ ? ',i'�._` '• ". t �_� :. „�- � - %nd'?
�'� .F: ' �� �1:=�',..�..1'•
-�y ,♦� 't"`�.•: .`r�'��; '.,�".` � �,�.q:
fZ".Y'r�` . . -. ::�'r% •'��a�:ir?�1='.�h�.. tr`: .;�: � • :s•- �.'��_ :J•'� �,-r i;::-� - �tr
, +.r'.` ��� . - - •;��y'�;r�•�;:.:�ti"��y'r•'..r�'��i �'~�~' '.�. . '.••�. `�ry,,�•�,.*�..,n_.
. �?;.r '�: �� •'r;Ys;��� 'r � ��,���_-w_�!:� a;-F_ ... : �r � . _{• _w"- .�W ..�.`��'.
.:F�.':�i,�.w .rr��� �'�.s.'�!.•�2_'i��.l.S� � r � i' y+
.5�. .:YRA 1-.'..� v`-a. .ti•-r.'•�':S_f�.f '�'i �- i :1� - ...• --�:�•�� f• ' I '�'[�
�-r.• -'-r� _ =.v:. _ . .� l.t. y/'�':- y��j= . 'ti••;S- ,�.: '�• - �...
.�i�,' �.�:-.r'�`•._. ' ��•,'r`:i �• �++Y'1_.-y" :. ���•�'1
.i, - ��.1 l ''�' :' '' ''. ��•e.' •� �
-`F`,.��� •'+� r�o ���,ic�-�S" '�:::.;�- .,r R�Lr. �., '�?� - ? �i.. e� %``oF_�' � �ne.,,d.�
��•_ .,,,{`'';'l�a�^r,�'�.'`�. � s�. •e _.,-•: ='y._ •" 'i�r f-'� '��i. :�s:a' a s+s5
� '� � r'
�.�e' �E.. iti"' . �j, r�* .fyq-'�-r"¢^.•,-;'7" �:- ,;} �'r.'R` :r:. ` ,�:- y��"'` �i
'�'a-~ � •�fx. • 4Y�,� ��� I,r.a. ..: v-r'..����..._q� - '� _ •r � P
. ,�7.: �'.� '�..._..•T -- ,� -r,•'.'
�a, `•:ti :;��_,'3'•}"a wj::_r-x r.:,•�'i'�"c'•'-'.-::,: +.�.; � � �': ' ^r,�• 1+'�r��it;=�':-".
� '.i -� �.�Jtx.3 ry:�- �'f''.;� •r v � �n��: .��r� �.s • :.'Y�•'•-�:}�•�"-;.r
-. �;ti .r `�`�_-- ,,:, ..
•• -'j:�?. .y.t .,3', f�x='jr'r,: - _-_ _E'�'�:.:�:i ;� �-�.:i�:: � :• .t,��c �. �� n..-ry' ::N�
_. ��,�.,"�;�t� i�ti='.7�_•:�k ». �.r rti. _ _ ' _:x� ..-y;�:�� - ��'. � •;_�. '�� , _
t1�:1L:. ��}'�.:� re�r ii�? •�i:' `"���- N:3-rsYR�` - ���- � .. r {. �;�:-�y�.''�r.
�''L�.� ..�.`•.=�.' .,� :'.,,,��� 1_+��-
���:. . ":�.�.•,'3�f °5�. .ti•,.. ':'�T; •� _ �a• ".'S �:� �'i.
'X'. �F� �!''':Y•v�+.' --6�•.t��r�J+.�'�y.`;' :.�iv�'.:,, ` 4 . :���5. �:'- �
:�, ;� •;,:- " ' _ : :r.
,},�, �`�'r'���i`:�'c,?� ��±til(�C' 7}N�,y'S [.' :�.=F;�:.+�.' j.•�' Fi:;y' � - - 'i.•y�'�y�;}•
'-!fr .'f•"� •'�. �'"� 4�{- .:a�s�qr"�'�fr�[.�"* .�� 'T•.. ..
�._. '.�.�{ ;�.",..Y� 7 �'• =S�+.ir5^..�. �.1Y .� S '�:' 'y�'��� +�'L��'
'��. •.:�y�+_ iZ� � � _
��r�� :` x M,�. .•Y� �•' !R r�. �:.'^;'•� !'. � �i-V:iyl.'~��T�S'r:�'.
y� S ' �� �,.,�rt-t'"*£•:�' ,.�'.z� �- .r�.�r'- -�'�";��- . .,}•�l
f.aC��• �`���'�eH :,� • �;-t[c�;,a ' �-.`',:' r . .'. : ��� "i sw -Y- . :Y�'`-`, .
� � b r� 1��, .. S�-'L. �', �! i-.�...'rS
�'ti ir=ry+r`�;+�, •ji �: '.��f.�%'•- `.�G� �. �.-�.: :r �� :•,'. .- J -- c.�-��1.:.�•�F`Sr.:.�".,i'�� -�.e' �5:�.. Y,�F:
ty,r,+r��:Y.'��-�� A'"�f'Ci�. � ,_y�.':•. _ '�.�I .'ti•f_._:-. � � ;�*�• 'j" �.� +�.` � �'7'S'�..
'� �•. . . �" r�, .��� �' r.
� �,u ��,� �.�• .'l`..:: �``_� �. � .�l_' �_ 'a s i��-.
..ti �
4�p � 'L; :'n����t r�.:�-: . _ _ ''� ,.;'��+ J'i= ,.��•�. .«r. � �!k r 3•�:� ■
, , .r r � S• :y.. .•- i i',.�; :� i
.`�•�irJ r '�`�r �,��?r:y,•�'�- �J?�-.��` - - ..V ";%�• �.• L. �'�- �:.�i'::Y .�y��:.�:• .:�y�-'k.i
:� ,� r �- -��. . ` .: �`�,� �` � �
�a-�'.��lL }+� -��' .?�ect-: � •7.�� �.r'�'.` .ti� .i' �.-��r .. � :s��-�-r- .��
'�,� �T, .� _ ...t:_��-' �f�ti' .. - �� e hn��•.}. - .� ��r+l�
r �r, 7" -f 'i■ �� y�.�~'!�Y.•^•. �e.., �M1
�•"�s�_� ��iC �-i�[�r'r ,�'s•.- x'.�': '.' r� •�; '�`� •X.�� •Y'7`i
7: }:,�,y � 'Y ..Y. :'�{�.�i:,r .��..' f.:�'. .,�~., 'n ��.. L� .
��'.i_` �4 w.;,tiY� - ,�.:r� �•: 'f. YN •�', r . S�� . .� :
:. r'f F ; ,��� � 'i�' -
I��. r��'�'+�� •-'�'�•�,1• ���7-.�., -{�'. .��� _.«^:.��'i '�� ;{.. � ^t�~ �4 ,'r� y�, r. `�.
..ti. - r.- � . Nr. � :t•� '_„3�• ,� q' .s...i:��.'.-•_
F• •.tAF7. .��i t.��:r'..�: '�/. ��tii:"` _n�, �j c.:, r •�F � -
•'al+':' +3. , 3 a'. •�;:"��'; ,�„ ,.d '.�x.. ,q,•:::� '� ;��`
�-Jvit•. ���•.r�''�T'�''1[ .s hi f . -'�' .: �7.f� :� �,... .7ti :�''.w ���*"-��}..
.y�'Nr�' .y �i?r' y��:. `:��3°1`fs^ .a�c•+ _y.'r i"�A�� ����'r.'+-.•�-.,,.r.i . _'" �1�.�'"'f�' i ?•��.,-. J^}''k ._L.
.• ti�a�tti,�'` �„ . �� �•� -.: ,�- ,;`, ,�• .�•:•. :; ,K. _ - `M.:,� �*7,"�,.�:'���1-.�r . ,,.'i =
.k, k1 •� ��.x=�:� .....�1�y'•�•'�'.�• +� ..l."'.? '1� 'y�^, L�V'�ii� .�Y �+�;'r. .r - r�:i:'ti=
`� �` =•rs-
..a•`•`�'_.� � ��•���'.r• �'i's,.'�''�r`�:�-t.�r'i:�� } • .,i` ;�, -�� t' �- ���>-?' .i` ��
•�� ...... ,e'r.+�' •:f:rt��-µ:-.. �.��(�:� - l.+�^���F �J ..�� �.'�]���L ti 7 r`�� ,'�J�7f` ' �'''L'.
�•.Y„{'�)•..� �?�!� �r.' _ ir r�•�..'�� .y.,� ls���� T �Y 1"-.}� �. , . .�i.
�t_�`:n_{-��x. ���.L: �.�q .� s ' �' ..�:.�' �. „k -•������y����li r��"}�_�p{ } ,�4.- .
� �; �'�*r,�,�
.�;1�r�.i.: ��:..:"�1��,df�i:;_ .a, � r - �2°YTa� _L�' r`
�r • 4 ...�r:. .: 'ti - L�'� �,�. :ti�"��"-�}'i.i.�;✓�ySF�„ "`- '�=� 'r:�ti:'y" -
fj��'s." ` • �� ' . Y,.. .;�.;... ._
't��� ..r_ ?•�- >'."•�"'''•c'." i;. T::
�•5 wti., . _ -:, �.� �+-,l, �� ,�L`��'� '�f�. ` �{"" �t�i,��:•�' `^y�Y I,�wa
r ..yr:,. }_. � i • �. r t s:•,:•�;�'~` �j ':j. ��:�...7�� g _ �.
`�' '��' ,�.¢�-�'�'�.:f r't . '7 fC$'' `� :•4'- -�i��Y• f.. ._� T�� +j'--�`'�y<.' �' � � ��:.
��a�io.-'�' �i `.�• ;_ !_ r.• .is'� ;;.'1
..�+j: . '�r,..��,•M1�,�-.+�;'�.�_- �"._; ''�^`- '�Sj�. �c�"- '��:;��:.i� �.,�y.,�y..- '�-t. _-�-. ��•�.�.���r•',. ;.
�+ir:l- �1�' y; . _4��..�. - •._ : �: ' �.�'' a��'S"ti�'� �� .'�tie.,; - L.
H'� '�' �YS '_ � :� �c`..., f . • • _.� �.
�- -= • � �' _. � �-�9' !_:��J<• �rs� '�.�,+rw, �•.�_ � = ..
.6��f�y.��'r:Y�1�'v�!� '.���•�S�tlT•• �.� s���r '�'S`r v��'A. � .����i'._ ��'.L.;_ .��
{��':.�yy,-'"�•Y'r ''�V�` �_- .J�'::.t•:�"'k!^"� `'�'^ - Y�^` - �pi�+.'._ - ;;T�2�,.'i.- .
s.7L'R Y+._a,• `1. _ J�J�+ �T X:•L',' !��',�+ �� • ' ��� L.��''�s����. +'� µ J- h�� :'y.
.� A!� .y�5'` ~'$ .'�_f..� /�+��a"i`.�<.i.�f�aa�•W►�"�' :��. . � '�'. .. - .
=�.: r;�� _ 'f�.ifr=� - .ajl���TyC �.,'=`YYL�. �' ..�..•=,F+ _ _ _ ' � . ��~
��r:n�r ::„t`�+y„_ '.f' -j,�'yr,�p { _ .' �r: 'i'.: fR•'-��� .f�°. �
''bR•- ��G�'��.�f,. '�r", j{:+ i r , �!'. ,•-
��,�' . nM1� - �y�,s�''�r' - '�;:r, �f. -;:��
�r'SY� � r � e �_:, _r• _.V.r �� � � _ _''�:.•••}�y .����:��. •�"�•.' � �l r��'�'�'ti��'1.
.. . - : _ ' ' -- ;�:�,-�;`=;?r• �'. .��r:�;��•���i�ii�=r1..:, - �e•,�``v�:�
�.''� P �J':'r.�r.:i1:.}•:•'. .y y _. :�� ���,j.
�*• ' ! � .•r � - �Q � � a + . !,y y:.. �,;i�Y y''{-- �f•:.•'��- 7.�-`x,. �. �
�"�'''�}!� �sYy� •ii. � '� �r'�r��.
_ ' ' • ' . ,,; � �.�-��.,•rr~4}y� r•:, 'r:.,.Y,
��~ Fy`yy�ry-� - � r e'' - r C1;(�}ti:•. .i',..+-Vl�:r i� �_-'�;,.'.-r._:`�-. , :�!' _
^�L:LMJ ' ° _ .} ' �v-;rt�,..�c�qa�•5.�;�r���,R._=o= h� :�ir`;�>_'}�f,.��r.'•.:.•
- "�'�d ;Y.: "�• :Tro='':%.' �r;,- _.:_,� _ � �
-� � r:o..�•. �"x-C��i.��:I�,�'�: ' '.r _ . •:' ' ..'r.'�-� .,��_n:- - _ n/Ry; ��k
•':'',f :�' �y �.y�' r.•}'k-;'•-�.7;ti:�: �L- �.�z:�-
�', - a�-=' r�; - r .�9,i��: ��x r�:; -f..:s�=¢� ;Y: 'a'�`a=�..,y �.:� .- �-}'.. r .+.'
����:'�'�y ri;'�' :i-�' . �;��w:.''`� :y':;r.� `:irS;',. �.d..+-��.� � 'Y•,''`.-��'•:•
�l ;;x; •:'� '�'a �f�- ^ `- '' �'.�,' -..
.f-�:^ -�i � r�.�/, �;. La� . .�r�;�.. .�,�'.r�-•., :v��.r• +, .. r• �; �',«,
vY• Y "��:-��.�;:., S, �-;_^_�� -':�._� . ,i. 5F7rj,L•
• iY"• ',� y;-,� �. r..:.,.- •��_• � _ . _
r�=5 � }=.'� ��c•- ��� :� �, ..: _."� . ��' _�• .� �r ,
:e:��N ?� �� ..� - �:•: ��:�.�'.; ',;e;• ':'-::'r -�C-yt '. �y.
'��� �''�',,' ��ji1��C'iy '-d•,F��A",r. '1"t'•' •_G1i -� .T��'-��r,r�',t�?' �,�
- r� v .�r -• '!ti'!'..�C i,�" : �+1�.`�.:��'r:::•=.;" -n:r,..
.� ..y^Pi' ��;.. . ' :�� �. .�! �':-.�ef+-� .
y T-.f .r,^.;,' �, c�. •1-�,•'.` _'-fi�.,'E'f'; ��. 5- �_�''- ';•�- ..c,:�.,��• •;�'.r�..�_,
►� 7.�'�'�:.; ,,.� •�./: �.`'• '��� ='= r'�.:;r �• ��+�,y�,�
� b��i.-'q�-;'.�� -!� c �;' =i}r ' �:{�?'-ti� 'c'�s�af. -L„'��:."
.� ��' ��_3', d+-,",_ �;..-•if:. �^�i o �. a �lyd,� .y�: ... '�l,.
`� '� �:-`. �;' _f� r ir-. ,• 'L.. fL;.o.R���:;;-�u�;;'.'�- ��. .,le ,,,,,,�,����.��`
� •.;�;�: � .i. �•.+4�rrf :�i�.n.��.�.y:• �. -_ � c.rR'�r i� *i _ "_f,s.. .f� i� � x-.,' . �,.
,a � -`+'k Gvr S' �,r~�'�t.•::, i-r'��
.•�' �r'l •� . ,.:''•.� � �.�.' . .�� �i�.'•r':^;.
•''� �'�P�r :�'�-+�. �r � � _[t,:l-�•.�-- -"�-i_ t�-��Y;��•- 7•. - _1f'5�;:=Y � . y.:;r.
�ty:F:r•: r �s'� S' -Y:�.s_B��.Y L t.�- ' a�;".�'�»_ •��' "�•��;��te�:`�5:.. •`. .rF -�i?•'�i.. `:.
•x-! ��ti !". .`•{ �y �::'�S'+ e� arl:., :t.;��'-' �•�'• L:r-�.
.. � .+_e "�N� -.i 'l�1.+, �.�L."~:<�.' r :..'-. :,r �":�r. �� .=. t- jh._:.�,: �r�'=v'�'
a. �� 't' �'_ y�'�y�t r-c . ,��.� , +•44��i.� �^l�r�s' `fS s'.'�•'.':h,.:
� �� f'�.-'-:. ��-:_k•tii'�1i" � .�;�.. _ '•'_ .{ii; i�X��• _ - '7•.,.}y� j �frj�w
�a� .i= �1 7S `J-�':
.y-�-i:, ��:� '�� J cT,c'��*Y.�. •+11�_�- _ _::.y�ii •�-., .�.{�{�.lr� .o,." '..t��P+,�4.:'.:�:r`«
-:7a. _�',.� .I.k.�:%�.i: ..y`�a`.-;:t:, ��j:_•, n:�-,rf�w_.�;,C :^�..-:�.•-�L• - ~;';•,�6' �F -.�
..+�2� .,�. F�..7. �. .'y`.� K,.•� }.�.j, ti• 'r. rL�•";, • .r._ _ _ T�•�}'.
-f�'�,� ��� 'ic�^�..�-,.-'4. � '�ir. -Y��• •. •- ?� �•� _ :�+��`"�..-^ `:i•=ri.:
��' M1r _�, r '�'•-`Y��.r�..�=r- �,,�. ;�. ,,fls"-, ::t,N�.•_ r''•�:,:. - `' '�.
~ -�(!''� ti� ;:-.` �� ' . � :�,�;.
'•�'r.��f}i - �•'+''• ���: �Y%��:.',�.rl�L: '.k.ti:'��.�iL>,�; "!,a'"���,- _ .�;':1 .`l,rr
`� � 'k"t'�r-:, 'S'%:. •✓'r' , :5!``'.' `� �^r` - - � ;�. 4
;, fµY'� �Y -�� -..a'.r .t• '�r �r;� ��l r;::�_'�' •�i:��.�`�.:.�� d •i;r'rF..�..(�,�
{� ;�,. - - `�':'�ti--. �.'j'r:..r�'. h. ��. '.'I[��, 'rlvi' •.�`
�• " - �ifi•:,-i� ��r'" ' : ' i.� .
- .s r+�;' � � .i- � �3" . '^� _ •a'�'� _s�, ;j1'.`• r-.'y �3 �c.:� ' �!;'
-_�-�'' '.�: 7i.' •1'. -r 5� _ 'ii"L'�:•:��";`�•�:"=� ���_: .-: �'•'Y�� r� .;' ._v
r ��� ,��F..1'-r�i; e.•� .f�; �+ c'�ri,�R .r "•'�^'�''`s%:��" � --
� �.� .. �•.•,.:Y . " s',• �K-Y''���J,'l�� w;r , �.._ . .,_ �'� ��~ ���
, .L -���-•• ,. , ��:,:.:�::: } _�.:
f� -��t..r� •.�M1;�eL.�f��r1��`� ,� ,w � 'r. 5•'ri�r�f. .1�i��.���'.�\_�'. ±.}. . ;�.Yl:
�� ., •M+�ar.. Y 5,+75.•.t' ���.-� E.�`�x`' �r;��.' �_• ��`-�
��.:_iY�.��.r:._ ri;I���,"�.� 'r': .*^ '1:• -=N:i.��•`.'9'%".:'�'_.r".
.. �s c-�5• '�. . :��r:�_� - `�`-.�- r'�"�i.�?-'"� S. .. �� I y �. " ' '
r� 'F,�� �j�' -r•.-_ "'- ��.'�;<i'�.i�. .� .c�yr�=��T�'' . M�1�'`�_. �( .�r+.�s.� 'fi. �r�r" 'tli
� �' -:�. .�.:, '}? ►. �f^ ��h_:•�,s.'r.� 1'= ..� ri.:
�ir f•'' .�.' i'` ..s � �-� ' '�i�
F~ �r e ���_�:�� -.��." `-i`. _�_",�yr.:� .v�. _ D�..f%.. i��'�����•A"';c'%�Sr3�.:��.�;: � ���;_r.�,-���-.,�-.�.'��±r;'�l
� 'X .' �y� .'� t'i r='.
x�n _.R. :�i��r: r.l''` .�`''c - `�"' �.';.� +cy�-r'r � T. a i: •ti t�,:
' '�X���� f��i`- '`�':i't:�"'.:...i •.<i�_� � :�=':i��'i� f�t` - `.'�.� r"r'�t f �� - .:r�'3:��D`__ _ _
i^� _ -.,7.'.• ��:�i%.�,.r�•:::��'�.,
::_j Utility Poles Extent of Clearing �a
Ma�P�repaued by
-�� Trail LIPA Property w �� T � ISo tholdGeographiclnformationSyslem
June 24,2021
Suttolk Counly Real Property Tax Service Agency
Arshamomaque Preserve 5 CountyofSuHoIk,NYopyrigh[2021,
E�HIBIT C Sur�e
O'Connor - Petito, i.Lc
LAND SURVEYING
CNIL ENGINEERING
27 ForestAvenue, Locust Valley, NY 11560
oconnorpetito@verizon.net
Tel:516-676-3260
dOSEPH PETITO,LS Fax:516-676-1514
DESCRIPTI�N OF EASEMENT: PROPOSED FUTURE TRAIL
69685 MAI1V RD.,SOUTHOLD,NY
TAX DISTRICT 1000 SECTION 45 BLOCK 1 LOT 14.1
SUFFOLK COUNTY,NY
COMMENCING at a point on the southerly side of North Road (Counry Road 48,Middle Road)at the
northeast corner of land now or formerly Hegeman;
RUNIVI[VG THENCE South 17 degrees 07 minutes 25 seconds East along said land now or formerly
of Hegeman, 327.66 feet;
THENCE IVorth 60 degrees 03 minutes 55 seconds East still along said land now or formerly of
Hegeman, 135.91 feet to land now or formerly of Papagatos;
THENCE South 16 degrees 23 minutes 15 seconds East along said land now or formerly of
Papagatas,441.09 feet;
THENCE North 74 degrees 53 minutes 55 seconds East still along said land now or formerly of
Papagatos, 104.79 feet to the westerly side of Chapel Lane;
THENCE South 15 degrees 26 minutes 15 seconds East along the westerly side of Chapel Lane
432.95 feet to land now or formerly of Ciacia;
THENCE South 36 degrees 28 minutes 35 seconds West along said land now or formerly of Ciacia
127.61 feet to the point of beginning.
From said of beginning,proceed aIong the following four (4) courses and distances:
1. South 43 degrees 33 minutes 39 seconds east 76.15 feet;
2, South 36 degrees 28 minutes 35 seconds west 6.09 feet;
3. IVorth 43 degrees 33 minutes 39 seconds west 76.15 feet;
4. North 36 degrees 28 minutes 35 seconds east 6.09 feet to the point of beginning.
Contained within said bounds is 464 square feet more or less.
8-17-21
i �_ -
— ;
E�
���a��`� � �
���f Qo.a�° `� �
J
�� •� � �� :-
i ��PO ��' ;�
� � y: k Z
m � � �
�� r
�1���� ~�.' s
S ,��
s �9
b�
' ',,� \\�' '� �m
\
\� D �� � � �
/ \
� � �� � �,°dr!��;. 1
�� ,� � � ,. - - /
6�` lI'� �
�� r '�,•°� �� \/� �•,�� /
h� � //� °+ �
y �� �f `SEE D AIL
� � /�I
�,�...< � ,+`%��f
\ � �
� F�j� �r�:�
a � ?�
� � ��;
. � � •
` � '� t
� + .�l . i
., � I/f��
I �,�3
�;r ,
�
�� d .s�.'
ti �
' •.,�+.. �.�
��,� � ��..,..�,
s
� Q
� r� ��Q�ryq
� �
�
e� P��
�^ ' ` �` .
ry^.
�
b�a�M1 $��
�ry� m��
W
h
�� �_4p�
b
�� .'J�;�w ~�
� ,� �,a'p•°►
;� ' t�
`�`�s� �E.
��: � m
5- �'� :r.
'm, 'r tl
�r- ��c�?.��a
R�
5�
�EASEMENT�ETRlL
SCALE:1'=20'
r����:e���N:r
vn''P"n�eeeaw`0rf�-r:w i�:v��"+�.�s
�om ...,..�.i.n..a ;JnE."Gr.:L::��f n.E...
""'•"•""".�_."'_ J�S�F}N M. P�TITO
tord 5urmpr�6 wva E•.p�<enrnp PC •
�sw Isi�c-y
�..e..�u..w.....e 1�,u� ^��:Rn -fanl��e.L�G.
- -•:_1��:''.'�:�R.�'�-.�..-�-�^wr'.: � -- _—.. _-__ '_"—
E.�HII3TT C Tu►vn Resolution
_ - -�
;:��n"''�`��:, RESOLUTION 2021-825
4�'� ADOPTED DOC ID: 17479
��..�
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2021-825 WA5
ADOPTED AT THE REGULAIt MEETING OF THE SOUTHOLD TOWN BOARD ON
OCTOBER 19,2021:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisar 5cott A.Russell to execute a no cost agreement of lease with Lar��Island E€ectric
Utility 5erv�o,LLC as agent and acting on behaff of Long Isiand Li�F�tiilg Ga:»�as3y dli�la L1PA
for a 76.15 foot long and 6 foot wide path through SCTM#1000-45.-1-14.1 located on Chapel Ln
in Greenport solely for the use as a pedestrian path during daytime hours, said path to be
maintained by the Town as part of the Bay to Sound Trails network, subject to the approval of
the Town Attorney.
C����
Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER:Sarah E.Nappa, Councilwoman
AYES: Nappa, Dinizio Jr,Doherty, Evans,Russell
ABSENT: Robert Ghosio