Preview
FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
EXHIBIT A
FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 6/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
License Agreement
This License Agrewm-nt ("Agreement") is between the County of Suffolk
("County"), a municipal corporation of the State of New York, acting through itsduly
constituted Department of Parks, Recreation, and Conservation ("Department") located
at Montauk Highway, West Sayville, New York 11796, and Sweet Hills Stables, Inc.
("Licensee") a corporation duly formed in the State of New York, having its principal place of
business at 129 Palermo Street, Central islip, New York 11722.
The parties hereto desire to make available to the County the services of the Licensee
to renovate, operate, manage and maintain a horse and pony stable and trailriding
concession ("Concession") at West Hills County Park, Huntington, New York (the "Licensed
Premises").
Term of Agreement: Shall be from May 1, 2011 through December 31, 2020 with two
(2), five (5) year option periods to extend the Agreement from
January 1, 2021 through December 31, 2025 and from January 1,
2026 through December 31, 2030, at the sole discretion of the
Commissioner of the Department.
Total Cost of Agreement: Revenue to the County as described in Exhibit E.
Terms and Conditions: Shall be as set forth in Exhibits A through H, attached hereto and
a part hereof.
In Witness Whereof, the parties hereto have executed this Agreement as of the latest date
written below.
Sweet IIIs Stable c. County of Suffolk
Louise Privitera liiricC. Naughton
Presi en Deputy C unty Executive
Date:
¶ R I Date: / 0 /1 //
Approved as to Legality; Approved:
Chistine Malafi Suffolk County Department of
C unty Attorney Parks Recreation & Conservation
Marisa G. Marletti-Schifano Joseph Montuori
Assistant C unty Attorney Commissioner
Date: //) ate:
Bar I01 4 3
Cde - 00
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
List of Exhibits
Exhibit A
General Terms and Conditions
1. License
2. Term and Termination of Agreement
3. Indemnification
4. Insurance
5. County Property
6. Advertising
7. Representation of Inspection
8. Risks of Licensee
9. Conduct of Licensee's Employees
10. Uniforms
11. Licenses and Permits
12. Preservation of Features; Soil and Vegetation Removal
13. Claims for Compensation; Licensee's Right to Terminate
14. Personal Property of Licensee
15. Compliance with Law
16. Liens on Inventory for Safe
17. Insolvency
18. License/Not A Lease
19. Fire Safety Standards
20. Hazardous Substances and Waste
21. Inspection of Licensed Premises/Remediation of Unsatisfactory Conditions
22. Illegal or Objectionable Conduct
23. Not a Co-Partnership
24. County Representatives
25. County Monies
26. Change in Park Facilities
27. Change in Department
28. Severability; No Implied Waiver
29. Independent Contractor
30. Assignment and Subcontracting
31. Not in Default/Arrears
32. Cooperation on Claims
33. Conflicts of Interest
34. Non-Discrimination in Services
35. Nonsectarian Declaration
36. Set-Off Rights
37. Publications
38. Copyrights and Patents
39. Certification as to Relationships
40. Lawful Hiring of Employees Law in Connection with Contracts for Construction or
Future Construction
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
41. All Rights Reserved
42. Governing Law
43. Confidentiality
44. No Intended Third Party Beneficiaries
45. No Oral Changes
46. Inconsistent Provisions
47. Entire Agreement
Exhibit B
Suffolk County Legislative Requirements for Contracts
1. Contractor's/Vendor's Public Disclosure Statement
2. Living Wage Law
3. Use of County Resources to Interfere with Collective Bargaining Activities Local Law
26-2003
4. Lawful Hiring of Employees Law
5. Gratuities
6. Prohibition Against Contracting with Corporations that Reincorporate Overseas
7. Child Sexual Abuse Reporting Policy
8. Non Responsible Bidder
9. Use of Funds in Prosecution of Civil Action Prohibited
10. Youth Sports
11. Suffolk County Local Laws
Exhibit C
Notices and Contact Persons
1. Operational Notices
2. Notices Relating To Termination, Indemnification or Litigation
3. Changes in Contact Persons
4. Receipt of Notice
5. Litigation/Accidents
Exhibit D
Description of Services
1. Operations and Use of Licensed Premises
2. Reports/Meeting
3. Operational Plan; Operations Schedule; Schedule of Charges
4. Licensee Provided Services
5. Maintenance and Upkeep of Licensed Premises
6. Capital Improvements
7. Security/Bonds
8. Utilities
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
Exhibit E
Financial Terms and Conditions/Other Variable Terms and Conditions
1. Annual License Fees
2. Payment Terms
3. Advertising
4. Accounting and Record Keeping; Inspection of Records; Reporting; N.Y.S.
Sales Tax
5. License for Copyrighted Materials
6. Comptroller's Rules and Regulations for Consultant Agreements
Exhibit F
Capital Improvements and Site Map
Exhibit G
Licensee's Response to Request for Proposal
Exhibit H
Standards of Care For Horses and Ponies
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
Exhibit A
General Terms and Conditions
Whereas, the County, acting by and through the Department, owns, operates and
maintains a park system within the County of Suffolk and in connection with such ownership,
operation and maintenance, the Commissioner of the Department ("Commissioner")
supervises and manages the facilities as necessary, desirable and convenient for the use of
the public for healthful recreation; and
Whereas, any reference to the Commissioner on this Agreement shall be deemed to
include his/her designee; and
Whereas, a Request for Proposals ("RFP") for a horse and pony stable and trailriding
concession at West Hills County Park was advertised on September 23, 2010; and
Whereas, based upon the Licensee's response to the RFP, the County has determined
that the Licensee's proposal demonstrates relevant experience, offers good value to the County,
and serves the public interest; and
Whereas, the Licensee desires to obtain from the County a license, as set forth further in
this Agreement, to renovate, operate, maintain and manage a stable concession at West Hills
County Park, Huntington, New York, and the County desires to enter into an agreement with the
Licensee for the operation of said activities;
Now, Therefore, in consideration of the premises and the mutual covenants and
conditions herein contained, itis agreed by the parties hereto, as follows:
1. License
a. The County grants to the Licensee and the Licensee accepts from the
Department, an exclusive (except as indicated herein), non-transferable (except
as indicated herein) license ("License") to renovate, operate, manage, and
maintain a horse and pony stable and trailriding concession ("Concession")
within the Licensed Premises located at West Hills County Park, Huntington,
New York, subject to the terms and conditions as set forth in Exhibits A through
H herein. The Licensee agrees to perform allof itsobligations in accordance
with the terms and conditions of this Agreement. The Licensee shall provide the
"Services,"
services as more particularly described in Exhibit D, entitled
Services."
"Description of
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
b. The Licensed Premises, as outlined in Exhibit F, shall include: an indoor arena,
a main barn, three separate butler buildings, a four-stall stable outside the
indoor arena, three outdoor lighted arenas, four pony pens, assorted tack
sheds, and a parking lot.The Licensee understands and agrees that the
Commissioner, at his discretion, reserves the right to make changes from time
to time as to the use of the interior space and grounds ifitis in the best interest
of the County to do so.
c. The Licensee agrees to equip the same at the Licensee's own cost and
expense, except for such equipment and facilities as agreed to be supplied in
writing by the Department (ifany).
d. . The Licensee shall operate and use the Licensed Premises for no purposes
other than as herein stated. Any service or activity not described in this
Agreement must be approved in advance, in writing, by the Commissioner. Any
violation of this provision shall be grounds for the immediate termination of this
Agreement by the County in accordance with paragraph 2.d of this Exhibit.
e. The Licensee shall comply with allapplicable Federal, State, County and local
laws, rules, regulations, codes, ordinances and requirements in effect on the
date of execution of this Agreement and as may be adopted or amended from
time to time.
f. The Licensee shall not carry on within or upon the Licensed Premises any other
operation than described herein, or interfere with any other licensees of the
Department or any employee of any other licensee.
g. The Licensee shall comply with allapplicable laws and regulations governing
employee compensation and workplace safety. As applicable, the Licensee
shall require contractors and subcontractors to comply with New York State
Prevailing Wage Rate Laws and/or Suffolk County Living Wage Laws.
h. Qualifications, Licenses, and Professional Standards
. i. Qualifications
The Licensee specifically represents and warrants that ithas and shall
continuously possess, and that, itsemployees, agents, and
subcontractors have and shall continuously possess, the required
education, knowledge, experience, and character necessary to qualify
them individually for the particular duties they perform. Additionally, the
Licensee has and shall continuously have, and itsemployees, agents,
and subcontractors have and shall continuously have, allrequired
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
authorization(s), certificates(s), certifications(s), registration(s),
license(s), permit(s), and other approval(s) required by the Federal,
State, County, or local authorities for the services provided in
accordance with this Agreement.
ii. Notifications
The Licensee shall immediately notify the Department in writing of any
disciplinary proceedings commenced or pending against the holder of
any license required by the above qualifications by the Federal, State,
County, or other local authorities, including, but not limited to, the New
York State Department of Education or the New York State Department
of Health. In the event that the Licensee or such other holder of a license
required by the above qualifications is no longer licensed for any one or
more of the Services, the Licensee must immediately so notify the
Department, but in no event should such notification be given more than
5 days after the license holder has lost his/her/its license, The Licensee
shall not be reimbursed for any Services rendered after the effective date
of termination of such license. The remainder of this Agreement, ifany,
or itsapplication to persons or circumstances other than those as to
which said license has been terminated, shall not be affected thereby,
and every other term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
ill. Documentation of Professional Standards
The Licensee shall maintain on filein one location in Suffolk County, the
address to be provided by Licensee to the Department, all records that
demonstrate that it,and its employees, agents, and subcontractors, have
complied with sub-paragraphs i.and ii.above. Such documenfation shall
be kept, maintained, and available for audit and inspection by the County
upon 24 hours notice.
iv. Submission of Employee Listing
The Licensee shall forward to the Department annually, on or before July
1 of each year during the term of this Agreement, a complete listof its
employees, agents and subcontractors providing Services, including
names and areas of certification.
2. Term and Termination of Agreement
a. Term
This Agreement shall cover the period provided on the first page hereof, unless
sooner terminated as provided herein.
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
b. Option Periods
Itis agreed by the parties hereto that itis at the sole discretion of the
Commissioner, acting in the best interests of the County, to grant permission to
exercise option periods (ifany) to extend the Agreement. Frequent failure to
comply with contractual obligations (payments, providing required
documentation, insurance, etc.) could have a negative impact on whether or not
the Licensee's request to exercise option periods will be approved.
Notification of the Licensee's desire to renew must be received by
Commissioner no later than six months prior to the expiration of this Agreement.
Each option period exercised must be by written amendment signed by all
parties.
c. Termination by County in the Public Interest
Notwithstanding anything herein to the contrary, in the event that the
Commissioner determines in his/her sole discretion that termination is in the
public interest, the County reserves the right to terminate this Agreement. Such
termination shall occur upon twenty (20) days notice of intent to terminate this
Agreement. Upon such termination, the Licensee shall quit and surrender the
premises to the Commissioner immediately.
d. Default/Termination for Cause
The County may terminate this Agreement based upon the following events
which constitute a default:
i. A failure on the part of the Licensee to pay any installment of the License
Fee or other sums, charges, fees, expenses or other amounts to be paid
by the Licensee pursuant to the provisions of this Agreement when due.
Upon the expiration of five (5) days from the date a written notice to cure
and notice of intent to terminate is given to the Licensee and the default
has not been cured, the County may terminate this Agreement upon five
(5) additional days written notice.
ii. A failure to maintain the amounts and types of insurance required by this
Agreement. In such event, the County may terminate this Agreement
immediately, at the sole discretion of the Commissioner.
iii. A failure by the Licensee to comply with any of the inspection
requirements, including, without limitation: (i)the requirements to make
the Licensed Premises available for inspection or to make the books and
records available for inspection, or (il)the removal or destruction of
required records. Upon the expiration of one (1) day from the date a
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
written notice to cure and notice of intent to terminate is given to the
Licensee and the default has not been cured, the County may terminate
this Agreement upon one (1) additional day written notice.
iv. A failure by the Licensee to comply with Federal, State or local laws,
rules, regulations, or County policies or directives, may result in
immediate termination of this Agreement, at the sole discretion of the
Commissioner.
v. A failure by the Licensee to comply with any other provisions of this
Agreement. Upon the expiration of five (5) days from the date a written
notice to cure and notice of intent to terminate is given to the Licensee,
and the default has not been cured, the County may terminate this
Agreement upon five (5) additional days written notice.
e. Termination for Emergency
This Agreement may be terminated in the event of an emergency or other
condition involving possible loss of life,threat to health and safety, destruction
of property or other condition deemed to be dangerous, in the sole discretion of
the Commissioner. In such event, the County may terminate this Agreement
immediately, in the sole discretion of the Commissioner.
f. All notices herein shall be in writing and shall comply with the Exhibit entitled,
Persons."
"Notices and Contact The notice to cure and notice of intent to
terminate shall call attention to the existence of the failure and particularize the
claimed failure in reasonable detail. The notice shall also state the intended
date of termination.
g. Upon due notice of termination of this Agreement, the Department may request,
and in such event, the Licensee shall provide, the County with any information,
records, or reports that are within the purview of this Agreement, subject to any
applicable provisions of law or regulations. The Licensee shall also relinquish
title and possession of any furniture, fixtures, equipment, materials or supplies
as specified in this Agreement.
h. Ifthe term of this Agreement expires naturally, as provided herein; or ifthe
Licensee shall abandon the Licensed Premises; or ifthe Licensee is
dispossessed of its interest in this Agreement as a result of any determination
against the Licensee in any legal or administrative proceeding in which the
Licensee has no right to further appeal: the Commissioner may, without further
notice, resorting to force, summary proceedings, or otherwise, reenter the
Licensed Premises, and the Licensee hereby waives the service of any further
notice of the Commissioner's intent to reenter or repossess the Licensed
Premises, or to institute legal proceedings to that end.
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
I. In the event this Agreement is terminated for any reason, the Licensee shall quit
and surrender the Licensed Premises to the Commissioner and leave same in
the condition as received by the Licensee, reasonable wear and tear excepted.
Itis further agreed, that upon termination, unless otherwise directed by the
Commissioner, the Licensee shall have twenty-four (24) hours to remove all
personal property of the Licensee and any personal property of the Licensee
not so removed within twenty-four (24) hours of the effective date of
termination, shall be considered as having been abandoned by the Licensee to
the County, and titlethereto shall rest in the County.
J. Upon the repossession of the Licensed Premises by virtue of the termination or
expiration of this Agreement or any renewal hereof, the Licensee shall remain
liable to the Commissioner and the County for:
i. All fees and other sums due and owing from the Licensee.
The Licensee shall be deemed liable for allfees up to and including the
next following installment or yearly fee, whatever the case may be, which
may be prorated at the discretion of the Commissioner; and
ii. The reasonable costs expended by the Commissioner and the County to
place the Licensed Premises in the physical condition in which the
Licensee is obligated to leave the Licensed Premises upon the expiration
of the term, and to secure the Licensed Premises after termination; and
iii. The costs incurred by the Commissioner and the County, whether by or
without legal process: to remove the Licensee and any effects of the
Licensee; the cost to expel, oust and remove all parties who may be
present upon or occupy any part of the Licensed Premises and all
personal property that may be thereon and therein contained. The
Licensee hereby agrees that the County shall not be liable for
prosecution, or for any damage or damages to, or loss of, any personal
property belonging to any party upon or occupying the Licensed
Premises, or any part thereof, from any cause whatsoever by reason of
such removal. The Licensee expressly waives any and allclaims for
damages and loss against the County and its officials, officers,
employees, servants, contractors and agents for or on account of any act
done or caused to be done in exercising this right; and the County shall
have the right to sell any personal property so seized or removed, and
may recover by such safe or legal process any and all sums due to the
County under the terms of this Agreement, in addition to allother
available remedies.
k. Upon the termination or expiration of this Agreement, in accordance with the
foregoing paragraphs, the Licensee acknowledges and agrees that itshall not
be entitled to, nor shall itmake a claim for, lost profits or loss of anticipated
earnings because of such termination or expiration.
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No.30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
"reenter" "reentry"
I. As used herein, the words and are broadly used and are not
intended to be restricted to their legal definitions.
3. Indemnification
a. General
The Licensee agrees that itshall protect, indemnify and hold harmless the
County and itsofficers, officials, members, employees, agents and invitees
from and against allliabilities, fines, penalties, actions, damages, claims,
demands, judgments, losses, costs, expenses, suits or actions and costs,
caused by negligence or any acts or omissions of the Licensee, including
attorneys'
reasonable fees, and shall defend the County, itsofficers, officials,
members, employees, agents and invitees in any suit, including appeals, or at
attorneys'
the County's option, pay reasonable fees for defense of any such suit
arising out of the acts or omissions or negligence of the Licensee, its agents,
employees, servants, officers, invitees, members, volunteers or subcontractors
in connection with the services described or referred to in this Agreement.
b. Federal Copyright Act
The Licensee hereby represents and warrants the Licensee will not
infringe upon any copyrighted work or material in accordance with the
Federal Copyright Act during the performance of this Agreement.
Furthermore, the Licensee agrees that itshall protect, indemnify and
hold harmless the County and its officers, officials, employees,
contractors, agents and other persons from and against allliabilities,fines,
penalties, actions, damages, claims, demands, judgments, losses, costs,
attorneys'
expenses, suits or actions and reasonable fees, arising out of
the acts or omissions or the negligence of the Licensee in connection
with the services described or referred to in this Agreement. The
Licensee shall defend the County and its officers, officials, employees,
contractors, agents and other persons in any suit, including appeals, or, at
attorneys'
the County's option, pay reasonable fees for defense of any
such suit arising out of the acts or omissions or negligence of the
Licensee, its officers, officials, employees, subcontractors, lessees,
licensees, invitees or agents, ifany, in connection with the services
described or referred to in this Agreement.
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FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018
Rev. 9/13/11 Law No. 30-PK-007
Term: 5/1/11-12/31/2020; 2 (5) yr options
West Hills Stable Concession
4. Insurance
a. The Licensee agrees to procure, pay the entire premium for and maintain
throughout the term of this Agreement insurance coverage in amounts and
types specified by the County and as may be mandated and increased from
time to time. The Licensee agrees to require that allof itssubcontractors, in
connection with work performed for the Licensee related to this Agreement,
Preview
FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 EXHIBIT A FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 6/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession License Agreement This License Agrewm-nt ("Agreement") is between the County of Suffolk ("County"), a municipal corporation of the State of New York, acting through itsduly constituted Department of Parks, Recreation, and Conservation ("Department") located at Montauk Highway, West Sayville, New York 11796, and Sweet Hills Stables, Inc. ("Licensee") a corporation duly formed in the State of New York, having its principal place of business at 129 Palermo Street, Central islip, New York 11722. The parties hereto desire to make available to the County the services of the Licensee to renovate, operate, manage and maintain a horse and pony stable and trailriding concession ("Concession") at West Hills County Park, Huntington, New York (the "Licensed Premises"). Term of Agreement: Shall be from May 1, 2011 through December 31, 2020 with two (2), five (5) year option periods to extend the Agreement from January 1, 2021 through December 31, 2025 and from January 1, 2026 through December 31, 2030, at the sole discretion of the Commissioner of the Department. Total Cost of Agreement: Revenue to the County as described in Exhibit E. Terms and Conditions: Shall be as set forth in Exhibits A through H, attached hereto and a part hereof. In Witness Whereof, the parties hereto have executed this Agreement as of the latest date written below. Sweet IIIs Stable c. County of Suffolk Louise Privitera liiricC. Naughton Presi en Deputy C unty Executive Date: ¶ R I Date: / 0 /1 // Approved as to Legality; Approved: Chistine Malafi Suffolk County Department of C unty Attorney Parks Recreation & Conservation Marisa G. Marletti-Schifano Joseph Montuori Assistant C unty Attorney Commissioner Date: //) ate: Bar I01 4 3 Cde - 00 1 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession List of Exhibits Exhibit A General Terms and Conditions 1. License 2. Term and Termination of Agreement 3. Indemnification 4. Insurance 5. County Property 6. Advertising 7. Representation of Inspection 8. Risks of Licensee 9. Conduct of Licensee's Employees 10. Uniforms 11. Licenses and Permits 12. Preservation of Features; Soil and Vegetation Removal 13. Claims for Compensation; Licensee's Right to Terminate 14. Personal Property of Licensee 15. Compliance with Law 16. Liens on Inventory for Safe 17. Insolvency 18. License/Not A Lease 19. Fire Safety Standards 20. Hazardous Substances and Waste 21. Inspection of Licensed Premises/Remediation of Unsatisfactory Conditions 22. Illegal or Objectionable Conduct 23. Not a Co-Partnership 24. County Representatives 25. County Monies 26. Change in Park Facilities 27. Change in Department 28. Severability; No Implied Waiver 29. Independent Contractor 30. Assignment and Subcontracting 31. Not in Default/Arrears 32. Cooperation on Claims 33. Conflicts of Interest 34. Non-Discrimination in Services 35. Nonsectarian Declaration 36. Set-Off Rights 37. Publications 38. Copyrights and Patents 39. Certification as to Relationships 40. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 2 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession 41. All Rights Reserved 42. Governing Law 43. Confidentiality 44. No Intended Third Party Beneficiaries 45. No Oral Changes 46. Inconsistent Provisions 47. Entire Agreement Exhibit B Suffolk County Legislative Requirements for Contracts 1. Contractor's/Vendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities Local Law 26-2003 4. Lawful Hiring of Employees Law 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Action Prohibited 10. Youth Sports 11. Suffolk County Local Laws Exhibit C Notices and Contact Persons 1. Operational Notices 2. Notices Relating To Termination, Indemnification or Litigation 3. Changes in Contact Persons 4. Receipt of Notice 5. Litigation/Accidents Exhibit D Description of Services 1. Operations and Use of Licensed Premises 2. Reports/Meeting 3. Operational Plan; Operations Schedule; Schedule of Charges 4. Licensee Provided Services 5. Maintenance and Upkeep of Licensed Premises 6. Capital Improvements 7. Security/Bonds 8. Utilities 3 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession Exhibit E Financial Terms and Conditions/Other Variable Terms and Conditions 1. Annual License Fees 2. Payment Terms 3. Advertising 4. Accounting and Record Keeping; Inspection of Records; Reporting; N.Y.S. Sales Tax 5. License for Copyrighted Materials 6. Comptroller's Rules and Regulations for Consultant Agreements Exhibit F Capital Improvements and Site Map Exhibit G Licensee's Response to Request for Proposal Exhibit H Standards of Care For Horses and Ponies 4 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession Exhibit A General Terms and Conditions Whereas, the County, acting by and through the Department, owns, operates and maintains a park system within the County of Suffolk and in connection with such ownership, operation and maintenance, the Commissioner of the Department ("Commissioner") supervises and manages the facilities as necessary, desirable and convenient for the use of the public for healthful recreation; and Whereas, any reference to the Commissioner on this Agreement shall be deemed to include his/her designee; and Whereas, a Request for Proposals ("RFP") for a horse and pony stable and trailriding concession at West Hills County Park was advertised on September 23, 2010; and Whereas, based upon the Licensee's response to the RFP, the County has determined that the Licensee's proposal demonstrates relevant experience, offers good value to the County, and serves the public interest; and Whereas, the Licensee desires to obtain from the County a license, as set forth further in this Agreement, to renovate, operate, maintain and manage a stable concession at West Hills County Park, Huntington, New York, and the County desires to enter into an agreement with the Licensee for the operation of said activities; Now, Therefore, in consideration of the premises and the mutual covenants and conditions herein contained, itis agreed by the parties hereto, as follows: 1. License a. The County grants to the Licensee and the Licensee accepts from the Department, an exclusive (except as indicated herein), non-transferable (except as indicated herein) license ("License") to renovate, operate, manage, and maintain a horse and pony stable and trailriding concession ("Concession") within the Licensed Premises located at West Hills County Park, Huntington, New York, subject to the terms and conditions as set forth in Exhibits A through H herein. The Licensee agrees to perform allof itsobligations in accordance with the terms and conditions of this Agreement. The Licensee shall provide the "Services," services as more particularly described in Exhibit D, entitled Services." "Description of 5 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession b. The Licensed Premises, as outlined in Exhibit F, shall include: an indoor arena, a main barn, three separate butler buildings, a four-stall stable outside the indoor arena, three outdoor lighted arenas, four pony pens, assorted tack sheds, and a parking lot.The Licensee understands and agrees that the Commissioner, at his discretion, reserves the right to make changes from time to time as to the use of the interior space and grounds ifitis in the best interest of the County to do so. c. The Licensee agrees to equip the same at the Licensee's own cost and expense, except for such equipment and facilities as agreed to be supplied in writing by the Department (ifany). d. . The Licensee shall operate and use the Licensed Premises for no purposes other than as herein stated. Any service or activity not described in this Agreement must be approved in advance, in writing, by the Commissioner. Any violation of this provision shall be grounds for the immediate termination of this Agreement by the County in accordance with paragraph 2.d of this Exhibit. e. The Licensee shall comply with allapplicable Federal, State, County and local laws, rules, regulations, codes, ordinances and requirements in effect on the date of execution of this Agreement and as may be adopted or amended from time to time. f. The Licensee shall not carry on within or upon the Licensed Premises any other operation than described herein, or interfere with any other licensees of the Department or any employee of any other licensee. g. The Licensee shall comply with allapplicable laws and regulations governing employee compensation and workplace safety. As applicable, the Licensee shall require contractors and subcontractors to comply with New York State Prevailing Wage Rate Laws and/or Suffolk County Living Wage Laws. h. Qualifications, Licenses, and Professional Standards . i. Qualifications The Licensee specifically represents and warrants that ithas and shall continuously possess, and that, itsemployees, agents, and subcontractors have and shall continuously possess, the required education, knowledge, experience, and character necessary to qualify them individually for the particular duties they perform. Additionally, the Licensee has and shall continuously have, and itsemployees, agents, and subcontractors have and shall continuously have, allrequired 6 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession authorization(s), certificates(s), certifications(s), registration(s), license(s), permit(s), and other approval(s) required by the Federal, State, County, or local authorities for the services provided in accordance with this Agreement. ii. Notifications The Licensee shall immediately notify the Department in writing of any disciplinary proceedings commenced or pending against the holder of any license required by the above qualifications by the Federal, State, County, or other local authorities, including, but not limited to, the New York State Department of Education or the New York State Department of Health. In the event that the Licensee or such other holder of a license required by the above qualifications is no longer licensed for any one or more of the Services, the Licensee must immediately so notify the Department, but in no event should such notification be given more than 5 days after the license holder has lost his/her/its license, The Licensee shall not be reimbursed for any Services rendered after the effective date of termination of such license. The remainder of this Agreement, ifany, or itsapplication to persons or circumstances other than those as to which said license has been terminated, shall not be affected thereby, and every other term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. ill. Documentation of Professional Standards The Licensee shall maintain on filein one location in Suffolk County, the address to be provided by Licensee to the Department, all records that demonstrate that it,and its employees, agents, and subcontractors, have complied with sub-paragraphs i.and ii.above. Such documenfation shall be kept, maintained, and available for audit and inspection by the County upon 24 hours notice. iv. Submission of Employee Listing The Licensee shall forward to the Department annually, on or before July 1 of each year during the term of this Agreement, a complete listof its employees, agents and subcontractors providing Services, including names and areas of certification. 2. Term and Termination of Agreement a. Term This Agreement shall cover the period provided on the first page hereof, unless sooner terminated as provided herein. 7 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession b. Option Periods Itis agreed by the parties hereto that itis at the sole discretion of the Commissioner, acting in the best interests of the County, to grant permission to exercise option periods (ifany) to extend the Agreement. Frequent failure to comply with contractual obligations (payments, providing required documentation, insurance, etc.) could have a negative impact on whether or not the Licensee's request to exercise option periods will be approved. Notification of the Licensee's desire to renew must be received by Commissioner no later than six months prior to the expiration of this Agreement. Each option period exercised must be by written amendment signed by all parties. c. Termination by County in the Public Interest Notwithstanding anything herein to the contrary, in the event that the Commissioner determines in his/her sole discretion that termination is in the public interest, the County reserves the right to terminate this Agreement. Such termination shall occur upon twenty (20) days notice of intent to terminate this Agreement. Upon such termination, the Licensee shall quit and surrender the premises to the Commissioner immediately. d. Default/Termination for Cause The County may terminate this Agreement based upon the following events which constitute a default: i. A failure on the part of the Licensee to pay any installment of the License Fee or other sums, charges, fees, expenses or other amounts to be paid by the Licensee pursuant to the provisions of this Agreement when due. Upon the expiration of five (5) days from the date a written notice to cure and notice of intent to terminate is given to the Licensee and the default has not been cured, the County may terminate this Agreement upon five (5) additional days written notice. ii. A failure to maintain the amounts and types of insurance required by this Agreement. In such event, the County may terminate this Agreement immediately, at the sole discretion of the Commissioner. iii. A failure by the Licensee to comply with any of the inspection requirements, including, without limitation: (i)the requirements to make the Licensed Premises available for inspection or to make the books and records available for inspection, or (il)the removal or destruction of required records. Upon the expiration of one (1) day from the date a 8 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession written notice to cure and notice of intent to terminate is given to the Licensee and the default has not been cured, the County may terminate this Agreement upon one (1) additional day written notice. iv. A failure by the Licensee to comply with Federal, State or local laws, rules, regulations, or County policies or directives, may result in immediate termination of this Agreement, at the sole discretion of the Commissioner. v. A failure by the Licensee to comply with any other provisions of this Agreement. Upon the expiration of five (5) days from the date a written notice to cure and notice of intent to terminate is given to the Licensee, and the default has not been cured, the County may terminate this Agreement upon five (5) additional days written notice. e. Termination for Emergency This Agreement may be terminated in the event of an emergency or other condition involving possible loss of life,threat to health and safety, destruction of property or other condition deemed to be dangerous, in the sole discretion of the Commissioner. In such event, the County may terminate this Agreement immediately, in the sole discretion of the Commissioner. f. All notices herein shall be in writing and shall comply with the Exhibit entitled, Persons." "Notices and Contact The notice to cure and notice of intent to terminate shall call attention to the existence of the failure and particularize the claimed failure in reasonable detail. The notice shall also state the intended date of termination. g. Upon due notice of termination of this Agreement, the Department may request, and in such event, the Licensee shall provide, the County with any information, records, or reports that are within the purview of this Agreement, subject to any applicable provisions of law or regulations. The Licensee shall also relinquish title and possession of any furniture, fixtures, equipment, materials or supplies as specified in this Agreement. h. Ifthe term of this Agreement expires naturally, as provided herein; or ifthe Licensee shall abandon the Licensed Premises; or ifthe Licensee is dispossessed of its interest in this Agreement as a result of any determination against the Licensee in any legal or administrative proceeding in which the Licensee has no right to further appeal: the Commissioner may, without further notice, resorting to force, summary proceedings, or otherwise, reenter the Licensed Premises, and the Licensee hereby waives the service of any further notice of the Commissioner's intent to reenter or repossess the Licensed Premises, or to institute legal proceedings to that end. 9 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession I. In the event this Agreement is terminated for any reason, the Licensee shall quit and surrender the Licensed Premises to the Commissioner and leave same in the condition as received by the Licensee, reasonable wear and tear excepted. Itis further agreed, that upon termination, unless otherwise directed by the Commissioner, the Licensee shall have twenty-four (24) hours to remove all personal property of the Licensee and any personal property of the Licensee not so removed within twenty-four (24) hours of the effective date of termination, shall be considered as having been abandoned by the Licensee to the County, and titlethereto shall rest in the County. J. Upon the repossession of the Licensed Premises by virtue of the termination or expiration of this Agreement or any renewal hereof, the Licensee shall remain liable to the Commissioner and the County for: i. All fees and other sums due and owing from the Licensee. The Licensee shall be deemed liable for allfees up to and including the next following installment or yearly fee, whatever the case may be, which may be prorated at the discretion of the Commissioner; and ii. The reasonable costs expended by the Commissioner and the County to place the Licensed Premises in the physical condition in which the Licensee is obligated to leave the Licensed Premises upon the expiration of the term, and to secure the Licensed Premises after termination; and iii. The costs incurred by the Commissioner and the County, whether by or without legal process: to remove the Licensee and any effects of the Licensee; the cost to expel, oust and remove all parties who may be present upon or occupy any part of the Licensed Premises and all personal property that may be thereon and therein contained. The Licensee hereby agrees that the County shall not be liable for prosecution, or for any damage or damages to, or loss of, any personal property belonging to any party upon or occupying the Licensed Premises, or any part thereof, from any cause whatsoever by reason of such removal. The Licensee expressly waives any and allclaims for damages and loss against the County and its officials, officers, employees, servants, contractors and agents for or on account of any act done or caused to be done in exercising this right; and the County shall have the right to sell any personal property so seized or removed, and may recover by such safe or legal process any and all sums due to the County under the terms of this Agreement, in addition to allother available remedies. k. Upon the termination or expiration of this Agreement, in accordance with the foregoing paragraphs, the Licensee acknowledges and agrees that itshall not be entitled to, nor shall itmake a claim for, lost profits or loss of anticipated earnings because of such termination or expiration. 10 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No.30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession "reenter" "reentry" I. As used herein, the words and are broadly used and are not intended to be restricted to their legal definitions. 3. Indemnification a. General The Licensee agrees that itshall protect, indemnify and hold harmless the County and itsofficers, officials, members, employees, agents and invitees from and against allliabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and costs, caused by negligence or any acts or omissions of the Licensee, including attorneys' reasonable fees, and shall defend the County, itsofficers, officials, members, employees, agents and invitees in any suit, including appeals, or at attorneys' the County's option, pay reasonable fees for defense of any such suit arising out of the acts or omissions or negligence of the Licensee, its agents, employees, servants, officers, invitees, members, volunteers or subcontractors in connection with the services described or referred to in this Agreement. b. Federal Copyright Act The Licensee hereby represents and warrants the Licensee will not infringe upon any copyrighted work or material in accordance with the Federal Copyright Act during the performance of this Agreement. Furthermore, the Licensee agrees that itshall protect, indemnify and hold harmless the County and its officers, officials, employees, contractors, agents and other persons from and against allliabilities,fines, penalties, actions, damages, claims, demands, judgments, losses, costs, attorneys' expenses, suits or actions and reasonable fees, arising out of the acts or omissions or the negligence of the Licensee in connection with the services described or referred to in this Agreement. The Licensee shall defend the County and its officers, officials, employees, contractors, agents and other persons in any suit, including appeals, or, at attorneys' the County's option, pay reasonable fees for defense of any such suit arising out of the acts or omissions or negligence of the Licensee, its officers, officials, employees, subcontractors, lessees, licensees, invitees or agents, ifany, in connection with the services described or referred to in this Agreement. 11 of 60 FILED: SUFFOLK COUNTY CLERK 08/20/2018 01:26 PM INDEX NO. 616392/2018 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 08/20/2018 Rev. 9/13/11 Law No. 30-PK-007 Term: 5/1/11-12/31/2020; 2 (5) yr options West Hills Stable Concession 4. Insurance a. The Licensee agrees to procure, pay the entire premium for and maintain throughout the term of this Agreement insurance coverage in amounts and types specified by the County and as may be mandated and increased from time to time. The Licensee agrees to require that allof itssubcontractors, in connection with work performed for the Licensee related to this Agreement,