15-GP020800226-001 SLLA 2026 Wysox Township - Susquehanna Rvr.pdf

LICENSE AGREEMENT (Commercial)

DEP File No. GP020800226-001

THIS AGREEMENT made this day of , 20 , between the Commonwealth of Pennsylvania Department of Environmental Protection, hereinafter referred to as “Department”, and

A. Wysox Township , a corporation incorporated under the laws of the State of Pennsylvania ;

or

B. , a partnership;

or

C. , an individual;

or

D. , (other);

with its principal place of business at 103 Lake Road, Wysox, Pennsylvania 18854, hereinafter referred to as “Licensee”.

Department is authorized by the Act of November 26, 1978 (P.L. 1375, No. 325), as amended, to grant, with the approval of the Governor, licenses to occupy submerged lands of the Commonwealth of Pennsylvania, hereinafter referred to as “Commonwealth”, on such terms and conditions as the Department shall prescribe, for the purposes set forth in the Act of November 26, 1978 (P.L. 1375, No. 325), as amended, hereinafter referred to as “Act 325”;

Department is also authorized by Act 325 to issue permits for the construction, operation, maintenance, modification, enlargement or abandonment of dams, water obstructions and encroachments; prior permits issued in compliance with the Act of June 8, 1907 (P.L. 496, No.

322) and the Act of June 25, 1913 (P.L. 555, No. 355) being deemed to comply with the requirements of Act 325 and all permits that are referenced in this Agreement;

Licensee has the right to occupy riparian land abutting the Susquehanna River (Stream) in Wysox Township (Municipality), Bradford County, Pennsylvania;

9th June 26

Licensee's business on the riparian land referenced in this Agreement requires a license to occupy submerged lands of the Commonwealth in the bed of the Stream below normal pool elevation or low water mark, as the case may be, adjacent to the riparian land in order to construct, repair, replace, operate, maintain and remove a public boat launch ramp on the Susquehanna River and other necessary encroachments and obstructions associated with its business, in accordance with the approved plans and specifications contained in Permit Application No.

GP020800226-001 and in any prior or future permit(s) for dams, water obstructions and encroachments within the premises licensed herein, hereinafter referred to as “Licensee's facilities”; and

Licensee's facilities are for the purpose of (check as appropriate):

improving navigation or public transportation;

recreation, fishing or other public trust purposes;

protecting public safety or the environment;

providing water supply, energy production or waste treatment;

other activities which require access to water;

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and intending to be legally bound, the Department and Licensee agree to the following:

1. Recitals. The foregoing recital clauses are incorporated herein by reference.

2. License. Department grants to Licensee a license to occupy submerged lands of the Commonwealth adjacent to Licensee's riparian land for the purpose(s) set forth in paragraph(s) A below, in accordance with the approved plans and specifications contained in Permit Application No. GP020800226-001, and in any prior or future permit(s) for dams, water obstructions and encroachments within Licensee's facilities:

A. To construct, repair, replace, operate, maintain and remove Licensee's facilities within premises referred to herein as the “Facilities Area”, occupying approximately 0.1 acres (to the nearest tenth of an acre) of submerged land owned by the Commonwealth in the aforesaid Stream, Municipality and County, the location of the Facilities Area is:

shown as the “Facilities Area” on the map(s) or plan(s) attached and incorporated into this Agreement as Exhibit A.

B. To occupy for the mooring of vessels at Licensee’s facilities, within premises, referred to herein as the “Mooring Area”, occupying approximately N/A acres (to the nearest tenth of an acre) of submerged land owned by the Commonwealth in the aforesaid Stream, Municipality and County, the location of which Mooring Area is:

shown as the “Mooring Area” on the map(s) or plan(s) attached and incorporated into this Agreement as Exhibit A.

C. The total Facilities Area, Mooring Area, or both shall be referred to as the “Licensed Premises”;

D. To dredge for construction and normal operation and maintenance within the Licensed Premises; provided that this license grants no right to dredge, excavate, remove and carry away any merchantable sand, gravel or other minerals, such activities being subject to the payment of a royalty pursuant to Sections 468(d) and 1908 A(3) of the Administrative Code of 1929, as amended.

3. Modification. In the event a substantial portion of any of Licensee's facilities shall be permanently discontinued or abandoned by Licensee or any of Licensee's permits issued under or complying with Act 325 or Licensee's facilities be terminated, then this Agreement, at the option of Licensee or Department shall be modified to reflect the changed conditions. Modification may include termination where the use of Licensee's facilities is essentially permanently discontinued or abandoned by Licensee or where essentially all of Licensee's permits issued under or complying with Act 325 for Licensee's facilities be terminated.

4. Termination by Department for Cause. Department has the right to terminate this

Agreement if Licensee defaults in the performance of any provisions of this Agreement.

A. Department shall provide sixty (60) days written notice to Licensee when Licensee defaults in the performance of any provisions of this Agreement.

B. If the default continues or remains uncured, unsettled, unappealed, or unstayed by a court of competent jurisdiction for sixty (60) days after Licensee’s receipt of the Department’s written notice of the default, then this license shall terminate effective immediately.

C. However, if Licensee has commenced substantially to cure the default within the sixty

(60) day period of the Department’s written notice of the default and Licensee diligently continues this action to completion, this shall not be an event of default and Department may not terminate this license.

5. Termination by Department for Reasons Other Than Cause. Department has the right to terminate this Agreement for any of the following reasons upon providing six (6) months’ written notice to Licensee. Termination shall be effective six (6) months from the date of the Department’s written notice to the Licensee. Termination shall be confirmed by letter from the Secretary of the Department or Secretary’s designee to the Licensee at the Licensee’s principal place of business.

A. Department may terminate this Agreement, upon six (6) months written notice to

Licensee, when the Department reasonably believes that the license has become adverse or harmful to the public interest, fails to serve the best interests of the Commonwealth, or obstructs a higher public use of the Licensed Premises.

Department’s written notice shall specify the basis for the proposed termination.

B. Termination shall become effective six (6) months after date of notice unless Licensee submits a written request for a hearing on the termination issue within thirty (30) days after such notice. In such hearing, due regard shall be given also to the interests of the public as served by Licensee's facilities. Following the hearing, if the Department determines that the license has become adverse or harmful to the public interest, fails to serve the best interests of the Commonwealth, or obstructs a higher public use of Licensed Premises, then such determination and supporting facts therefor shall be mailed to Licensee. Within thirty (30) days after such determination is mailed, Licensee may appeal therefrom to the appropriate court. Termination shall be effective when the last appeal is finally heard and determined.

6. Termination by Licensee. Licensee shall have the right to terminate this Agreement at any time by providing six (6) months written notice to the Secretary of Department.

Termination shall be confirmed by letter from Licensee to the Secretary of the Department, at Secretary’s office located in Harrisburg, Pennsylvania. The Secretary of the Department or Secretary’s designee shall acknowledge Licensee’s letter of termination by letter to Licensee.

7. Termination Recorded. If this Agreement is recorded, any termination shall also be recorded in the County in which this Agreement is recorded.

8. Effect of Termination. In the event this license terminates or is terminated by reason of any provision of this Agreement, or for any other reason, Licensee shall at its cost remove Licensee's facilities from Licensed Premises within such time and in such manner as Department may reasonably direct. Should Licensee fail to remove all Licensee's facilities from Licensed Premises within one (1) year after notice by Department to do so, Department may remove the same, and Licensee shall pay the costs of such removal. Notwithstanding anything to the contrary herein, Licensee shall have a period of one (1) year from the effective date of termination of the license within which to remove its facilities from Licensed Premises.

9. Indemnification/Hold Harmless. Licensee shall indemnify, save harmless and defend the Department, its officers and employees, from and against all losses, damages, expenses, claims, demands, suits and actions arising out of, or caused in any manner by the use of Licensed Premises by Licensee, and shall compensate the Department for any damage to it at any time resulting from the use of Licensed Premises by Licensee; provided, however, that this paragraph shall not apply to or affect any claims, demands, suits or actions by or on behalf of officers, employees, servants or agents of the Department, or their dependents, based upon workmen's compensation or similar statutory benefits. The Department shall, at Licensee's expense, provide Licensee with such assistance as Licensee may reasonably request in writing in the defense of any claim, demand, suit or action which Licensee assumes hereunder.

10. No Third Party Rights. The parties understand that this Agreement does not create or intend to confer any rights in or on persons or entities not a party to this Agreement.

11. Right to Know Law. The Pennsylvania Right-To-Know Law, 65 P.S. §§ 67.101-3104, hereinafter referred to as the “Right to Know Law”, applies to this Agreement. Therefore, this Agreement is subject to, and Licensee shall comply with the Right to Know Law. The document entitled “Right to Know Law Contract Provisions” is attached and incorporated into this Agreement as Exhibit B. As used in this Agreement, the term “Contractor” refers to Licensee.

12. Choice of Law. This Agreement and its construction and enforceability shall be interpreted under the laws of the Commonwealth of Pennsylvania.

13. Compliance with Federal and State Law. This Agreement does not supersede or waive the provisions of any Federal or Commonwealth statute, regulation or permit relevant to Licensee's operation or maintenance of its facilities. Licensee, its successors and assigns, shall comply with all applicable statutes, regulations, and permits during the existence of this Agreement.

14. Pollution. Licensee shall at all times perform under this Agreement in such manner as to minimize or prevent polluting the environment. Licensee shall be liable and responsible to the Commonwealth as provided by law for any pollution or other damage to any portion of the environment in or adjacent to Licensed Premises which occurs as a result or consequence of Licensee's occupation and use thereof, irrespective of whether or not such pollution or damage be due to negligence or in the inherent nature of Licensee's operations, unless the pollution or damage is the proximate result or consequence of an independent intervening cause or of force majeure. The burden of proving such independent intervening cause or force majeure shall be on Licensee. Any action for civil damages on account of such pollution brought by Department against Licensee shall not bar Department from bringing other actions under the Clean Streams Law or other pertinent law, rule, or regulation of the Commonwealth. It is understood and agreed that it is not the intention herein to impose any greater duty upon Licensee than is otherwise provided by statutory and common law.

15. Signature Authority of Licensee. Licensee represents and warrants that, as of the date of the execution of this Agreement, he/she/it/they has the right and authority to execute this Agreement. Licensee and his/her/its/their signatory represent that the signatory is fully authorized to execute this Agreement on behalf of Licensee. Licensee’s signed and notarized “Affidavit of Signature Authority” is attached and incorporated into this Agreement as Exhibit C.

16. Counterparts. This Agreement may be executed in multiple counterparts, including counterparts that are manually signed and executed on paper, counterparts that are in the form of electronic records and executed electronically, or both. Department and Licensee agree that the electronic signature of any party designated on this Agreement’s signature page are intended to authenticate this Agreement and have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including pdf, facsimile, or electronically imaged signatures provided by Adobe, DocuSign, or any other electronic signature provider. This Agreement will be considered duly executed and delivered by any party affixing its electronic signature to an electronic file or when the signature of a party is delivered by facsimile transmission, delivered by scanned image (e.g. .pdf or .tiff file extension name) as an attachment to electronic mail (email), or delivered by another type of electronic transmission.

17. Binding Agreement. This Agreement shall be binding upon the parties, their heirs, legal representatives, successors and assigns, but shall not be assignable or transferable by Licensee without the prior written approval of the Department, which shall not be unreasonably withheld.

18. Entire Agreement. This Agreement, when executed, approved and delivered, together with all exhibits incorporated by reference, shall constitute the entire agreement between the parties and there are no other representations or agreements, oral or written, except as expressly set forth in this document. This Agreement may not be amended or modified except by a written agreement signed by both parties.

APPROVED:

Governor Commonwealth of Pennsylvania

Approved as to Legality and Form:

_________________________________ Pre-Approved Form # 7C-FA-38.0____________ Chief/Assistant Counsel Office of General Counsel Department of Environmental Protection

Pre-Approved Form # 7C-FA-38.0 Deputy Attorney General Office of the Attorney General Date

Exhibit A

Location Map GP020800226-001: Wysox Township

Susquehanna River – Public Boat Launch Ramp – Wysox Township – Bradford County Latitude: 41.767647° N, Longitude: -76.397427° W

GP020800226-001

Site Location:

Lat: 41.767647° N Long:

-76.397427° W

Site Map GP020800226-001: Wysox Township

Susquehanna River – Public Boat Launch Ramp – Wysox Township – Bradford County Latitude: 41.767647° N, Longitude: -76.397427° W

GP020800226-001

Facilities Area GP020800226-001: Wysox Township

Susquehanna River – Public Boat Launch Ramp – Wysox Township – Bradford County Latitude: 41.767647° N, Longitude: -76.397427° W

GP020800226-001

Facilities Area:

20 LF x 100 LF = 2,000 SF <0.1 acres

Exhibit B

Right to Know Law Contract Provisions

1. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency.

2. If the Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the Commonwealth.

3. Upon written notification from the Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall:

a. Provide the Commonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and

b. Provide such other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract.

4. If the Contractor considers the Requested Information to include a request for a Trade

Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL.

5. The Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the Commonwealth’s determination.

6. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth.

Exhibit B

Right to Know Law Contract Provisions

7. The Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

8. The Contractor may file a legal challenge to any Commonwealth decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Contractor shall indemnify the Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the Commonwealth’s disclosure of Requested Information pursuant to the RTKL.

9. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.