3-Bergen Point Golf RFP DRAFT Model Agreement.pdf

Rev. 11/07/2025; Law No. Insert SC Procurement Office RFP No. Insert Issue Date: Insert Commodity Code Insert RFP for Bergen Point Golf Concession

Section V

Model License Agreement

(This Model Agreement is Subject to Negotiation between the County and the awarded licensee.

Technical Requirements of the RFP and the Responses Thereto Shall be an Integral Part of the Final Agreement)

This License Agreement (“the Agreement”) is between the County of Suffolk (“County”), a municipal corporation of the State of New York, acting through its duly constituted Department of Parks, Recreation and Conservation (“Department”), located at West Sayville, New York 11796 (Mailing address: P.O. Box 144, West Sayville, New York 11796); and

1.

__________________ a corporation duly formed in the State of New York, having its principal place of business at

The parties hereto desire to make available to the County the services of the Licensee to renovate and operate a Golf Professional Shop, Driving Range and Golf Cart concession (“Concession”), at Bergen Point Golf Course, West Babylon, New York (the “Licensed Premises”).

Term of the Agreement: Shall be from January 1, 2026 through December 31, 2035 with two, (2) year option periods to extend the Agreement from January 1, 2036 to December 31, 2040, and from January 1, 2041 to December 31, 2045, at the sole discretion of the Commissioner of the Department and as set further herein.

Total Cost of Agreement: Revenue to the County as described in Article V.

Terms and Conditions: Shall be as set forth in Article I, IA, IB, II, III, IV, and V and Exhibits 1 through 3, attached hereto and a part hereof.

In Witness Whereof, the parties hereto have executed this Agreement as of the latest date written below.

(Licensee)

By:

Date

Approved as to Form:

Christopher J. Clayton County Attorney

By:

Name:

Assistant County Attorney

Date:___________________________________________

COUNTY OF SUFFOLK

By: ______________________________________________ Kevin B. Molloy Chief Deputy County Executive

Date:______________________________________________

Approved:

Department of Parks, Recreation and Conservation

By:____________________________________________

John Giannott Commissioner

Date ________________________________________

List of Articles

Article I Description of License and Services

1. Whereas Clauses

2. Conflicting Provisions

3. License

4. Operations and Use of Licensed Premises

5. Reports/Meetings

6. Operational Plan; Operations Schedule; Schedule of Charges

7. Licensee Provided Services

8. Maintenance and Upkeep of Licensed Premises

9. Capital Improvements

10. Security/Bonds

11. Utilities

12. Alarm Systems

Article IA Capital Improvements and Site Map

1. Capital Improvements

Article IB Department Specific Provisions

1. County Property

2. Advertising

3. Representation of Inspection

4. Risks of Licensee

5. Conduct of Licensee’s Employees

6. Uniforms

7. Licenses and Permits

8. Preservation of Features; Soil and Vegetation Removal

9. Claims for Compensation; Licensee’s Right to Terminate

10. Personal Property of Licensee

11. Compliance with Law

12. Liens on Inventory for Sale

13. Insolvency

14. License/Not a Lease

15. Fire Safety Standards

16. Hazardous Substances and Waste

17. Inspection of Licensed Premises/Remediation of Unsatisfactory Conditions 18 Illegal or Objectionable Conduct

19. License for Copyrighted Materials

20. Litigation/Accidents

21. No County Liability for Licensee’s Failure

22. Not a Co-Partnership

23. County Representatives

24. Change in Park Facilities

25. Change in Department

26. Public Access

27. All Rights Reserved

Article II Definitions

1. Meanings of Terms

2. Elements of Interpretation

Article III General Terms and Conditions

1. Licensee Responsibilities

2. Term and Termination

3. Indemnification and Defense

4. Insurance

5. Independent Contractor

6. Severability

7. Merger; No Oral Changes

8. Set-Off Rights

9. Non-Discrimination in Services

10. Nonsectarian Declaration

11. Governing Law

12. No Waiver

13. Conflicts of Interest

14. Cooperation on Claims

15. Confidentiality

16. Assignment and Subcontracting

17. Changes to Licensee

18. No Intended Third Party Beneficiaries

19. Certification as to Relationships

21. Publications

22. Copyrights and Patents

23. Arrears to County

24. Lawful Hiring of Employees Law for Construction or Future Construction

25. Record Retention

26. Notice

Article IV Suffolk County Legislative Requirements

1. Contractor’s/Vendor’s Public Disclosure Statement

2. Living Wage Law

3. Use of County Resources to Interfere with Collective Bargaining Activities

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 Actions Prohibited

10. Youth Sports

11. Work Experience Participation

12. Safeguarding Personal Information of Minors

13. Contract Agency Performance Measures and Reporting Requirements

14. Suffolk County Local Laws Website Address

15. Suffolk County Code of Ethics

16. Notification of Cyber Security Breach

Article V General Financial 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. Comptroller’s Rules and Regulations for Consultant Agreements

6. Accounting Procedures

7. Audit of Financial Statements

8. Subject to Appropriation of Funds

9. No Limitation on Rights

Exhibits Exhibit 1 Inventory Listing

Article I Description of License and Services

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 Golf Professional, Driving Range and Golf Cart concession at Bergen Point Golf Course County Park was advertised on November 13, 2025 and the Licensee submitted a response; 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 and operate a Golf Professional Shop, Driving Range, and Golf cart concession at Bergen Point Golf Course, West Babylon, New York, and the County desires to enter into an agreement with the Licensee for the operation of said activities; and

Now, Therefore, in consideration of the premises and the mutual covenants and conditions herein contained, it is agreed by the parties hereto, as follows:

1. Whereas Clauses

The “Whereas” clauses are an integral part of this Agreement and shall have meaning and effect as though they were set forth in numbered paragraphs herein.

2. Conflicting Provisions

In the event of any conflict between this Article I and any other provision to this Agreement, such other provision shall prevail unless it is expressly stated that this Article I shall prevail.

3. 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 and operate a Golf Professional Shop, Driving Range and Golf Cart concession (“Concession”) within the licensed premises (“Licensed Premises”) located at Bergen Point Golf Course, West Babylon, New York, subject to the terms and conditions as set forth Articles I (I, IA, IB) through V, and Exhibit 1 herein. The Licensee agrees to perform all of its obligations in accordance with the terms and conditions of this Agreement. The Licensee shall provide the services “Services,” as more particularly described in this Article I.

b. The Licensed Premises, as depicted in the site map included in Article IA, shall include: ___ (to be determined) __.

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 (if any).

d. The Licensee understands and agrees that it shall only store items at the Licensed Premises related to the fulfillment of its contractual obligations with the County under this Agreement.

e. 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 of Article III of this Agreement.

f. The Licensee shall comply with all applicable 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.

g. 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.

h. The Licensee shall comply with all applicable 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.

4. Operations and Use of Licensed Premises

a. The Concession shall at all times be operated in a manner that meets the approval of and is satisfactory to the Commissioner and shall conform to rules and directives of the Department.

b. All costs associated with the construction, maintenance, and operation of the Licensed Premises shall be borne by the Licensee.

c. All space, equipment and furnishings covered by the Agreement and used by the Licensee shall be maintained, cleaned and operated safely by the Licensee at its own cost and expense as directed by the Commissioner and as otherwise in accordance with the provisions of the Agreement.

d. The Licensee is authorized to maintain a Golf Professional Shop, Driving Range and Golf Cart concession at the

Bergen Point Golf Course facility, as well as ____(to be determined)__________. The Licensee is required to (to be determined).

5. Reports/Meeting

a. The Licensee shall give timely oral presentations and prepare written reports on the status of pending and proposed activities, as may reasonably be requested by the Commissioner. All written reports shall also be made available to the County in electronic format.

b. The Licensee understands and agrees that, in addition to the above, the parties may need to meet from time to time;

with the meeting time, place and attendees as mutually agreed to by the parties.

6. Operational Plan; Operations Schedule; Schedule of Charges

a. Operational Plan. The Licensee shall operate the Licensed Premises according to plans submitted in writing to the

Department no later than __ (to be determined) ___ of each year of this Agreement. Approval of the proposed operational plan shall be at the sole discretion of the Commissioner. Once the operational plan has been approved in writing by the Department (the “Operational Plan”), it shall be incorporated herein as if originally included. Prior to the commencement of the Operational Plan, the Licensee shall procure at its own cost and expense, all permits or approvals necessary for the legal operation of the Licensed Premises. Any changes to the Operational Plan shall require the prior written approval of the Department.

b. Operation Schedule. The Licensee shall submit to the Department in writing a proposed operating schedule that includes the dates and times the Licensed Premises will be available to the public, no later than __ (to be determined)___ of each year of the Agreement. Approval of the proposed operating schedule is at the sole discretion of the Commissioner. Once the operating schedule has been approved in writing by the Department (“the Operating Schedule”), it shall be incorporated herein as if originally included. Any changes to the Operating Schedule shall be communicated in advance in writing to the Department. The Licensee hereby agrees that the Licensed Premises shall be operated on approved dates only, and only during reasonable hours. “Reasonable hours” shall be determined in the sole discretion of the Commissioner. Other hours of operation may be considered upon the prior request to, and upon the prior written approval of, the Commissioner. The Commissioner shall be notified of schedule changes or closures caused by weather, emergency or other events.

c. Special Events. The Licensee shall submit written plans to the Commissioner for any special event it wishes to offer at the Licensed Premises at least twenty (20) days prior to the proposed special event. Approval of any special event is at the sole discretion of the Commissioner, or his/her designee. Written approval from the Commissioner, or his/her designee must be received by the Licensee in advance in order for the Licensee to proceed with any special event. “Special Event” shall mean any event outside the Licensee’s ordinary course of business or any event outside the scope of this Agreement.

d. Schedule of Charges. The Licensee shall adhere to a price schedule of charges to the public that is submitted in advance to, and has received prior written approval from, the Commissioner (“Price Schedule”). During the term of this Agreement, the Licensee may propose changes to the Price Schedule, in writing, to the Commissioner. The Licensee hereby understands and agrees that any approval of proposed changes to the Price Schedule shall be at the sole discretion of the Commissioner.

7. Licensee Provided Services

a. Provision of Facilities and Equipment. The Licensee shall provide all facilities and equipment necessary for the operation of the Licensed Premises, at its own expense. All facilities and equipment procured by the Licensee in connection with the operation of the Licensed Premises shall immediately become the property of the County. The Licensee hereby acknowledges receipt of an inventory listing of the existing facilities and equipment for the Licensed Premises prior to the commencement of this Agreement, which is incorporated herein and attached hereto as Exhibit 2. Upon written request of the Commissioner, the Licensee will provide an itemized inventory of all equipment to the County on an annual basis.

b. Personnel. The Licensee shall provide sufficient personnel, as determined by the Commissioner, to adequately carry out the terms of this Agreement, at the Licensee’s sole cost and expense.

c. Minimum Participation of Licensee. The Licensee will participate in the daily operation of the Licensed Premises during no less than fifty percent (50%) of the total number of required hours of operation as approved by the Commissioner. If the Licensee is an individual, he/she shall be required to adhere to the aforesaid minimum physical participation in daily operations. In the event the Licensee is a corporation, the principal stockholders, who also must be officers of the corporation, taken in aggregate, shall be held accountable to the same minimum standard of participation as set forth above.

d. Responsible Principal. The Licensee undertakes and agrees that at least one (1) principal will be designated by Licensee who shall be responsible for the daily operation of the Licensed Premises and who has the authority to act on behalf of the Licensee with regard to said operation thereof. If a manager is to be employed, the Licensee agrees to employ a manager who is satisfactory to the Commissioner and who shall be held accountable to the same minimum standard of participation as set forth above. The Licensee agrees to furnish the name, home address and home or cell telephone numbers of the responsible principal or manager so that he/she can be reached at all times. In the event that such principal or manager becomes unavailable or is unable to be reached, the Licensee shall furnish such information for another responsible person.

e. Sanitary Condition of Licensed Premises. The Licensee is responsible for the appearance of the Licensed Premises. The Licensee shall at all times keep the Licensed Premises in a clean, litter-free and sanitary condition, to the satisfaction of the Commissioner, and shall cleanse, fumigate, disinfect and deodorize the Licensed Premises whenever directed to do so by the Commissioner.

f. Extermination. The Licensee shall provide exterminating services for the Licensed Premises in accordance with

County laws and regulations, at its own cost and expense, throughout the term of this Agreement.

g. Refuse and Garbage; Costs. The Licensee shall be responsible for the proper disposal and removal of all refuse and garbage, including the lawful emptying of grease traps, from the Licensed Premises generated in connection with this Agreement. All costs and expenses related to such disposal and removal shall be borne solely by the Licensee. All refuse and garbage receptacles and dumpsters are to be placed in locations satisfactory to the Department. The Licensee may be asked, and the Licensee agrees to allow, other license agreement holders on site minimal utilization of the Licensee’s dumpster. In the event the County provides refuse and garbage service, the Licensee will be billed by the County for its pro-rata share of costs, as determined by the Department.

h. Grease Traps/Cesspools/Sanitary System. The Licensee shall be responsible for the cleaning, treatment, and maintenance of grease traps and all associated sanitary systems and facilities at a minimum of a monthly basis, or as needed as directed by the Commissioner. The Licensee shall be responsible for the necessary repairs and replacement of all sanitary systems and facilities resulting from the Licensee’s operation of the Licensed Premises, as determined in the sole discretion of the Commissioner.

i. Security. The Licensee, at its own cost and expense, shall secure and safeguard the Licensed Premises, the structures and facilities thereon, and the equipment and materials used therein, throughout the term of this Agreement, in a manner appropriate to the nature of the License.

j. Safety. The Licensee shall conduct its operations in a safe manner to eliminate the possibility of injury or damage to life or property. The Licensee shall follow all applicable safety laws, regulations and County policies. The Licensee shall ensure that patrons comply with all applicable safety laws, rules, regulations and County policies.

k. Fees. The Licensee shall be responsible to pay to the County all fees, sums and other charges imposed under this

Agreement, as set forth in Article V.

l. Cooperation. The Licensee will be required to work in coordination with County employees and other entities under this Agreement for the operation of the Licensed Premises.

m. Restrooms. The Licensee is required to perform all routine maintenance and upkeep of the restroom located within the Licensed Premises.

n. Vending Machines. The Licensee may seek permission to install vending machines on the Licensed Premises.

Such requests must be submitted in writing to the Commissioner and are subject to the written approval by the Commissioner at the Commissioner’s sole discretion. All revenues generated from any such vending machines are required to be documented and included along with other financial submissions required under this Agreement.

8. Maintenance and Upkeep of Licensed Premises

a. The Licensee shall maintain the Licensed Premises in good and serviceable condition and repair, reasonable wear and tear and damage from the elements excepted, at its sole cost and expense, and in a manner acceptable to the Commissioner. The Licensee shall be responsible for the appearance of all areas covered under this Agreement, and shall keep such areas in a good working order, litter free, and in a clean and sanitary condition, at its own cost and expense.

b. The Licensee shall throughout the term of this Agreement, unless otherwise agreed to in writing by the Department, maintain and keep in serviceable condition all new or existing facilities, improvements, equipment, and furnishings within the Licensed Premises at its own cost and expense. The Licensee shall be responsible for the ongoing day-to-day maintenance and repair of the Licensed Premises necessary for the operation of the Concession. The Licensee, in conjunction with the Department, will ensure grounds, fixtures, equipment, furnishings, utilities, alarm systems, sprinkler systems, cesspools, roofing, and windows and doors are properly maintained throughout the entire term of this Agreement.

c. All costs associated with the maintenance, upkeep, renovations, alterations, and necessary repairs of the Licensed Premises shall be at the Licensee’s cost unless otherwise agreed to in writing by the Commissioner and shall be thoroughly documented by the Licensee. The documentation shall be provided to the Commissioner upon request and shall include signed contracts related to the work performed, paid invoices and cancelled checks. The Licensee shall not make any alterations to the Licensed Premises without the written approval of the Commissioner.

d. The Licensee shall maintain the exterior of the building and grounds immediately surrounding the concession, all to the satisfaction of the Department. Maintenance of the grounds shall include daily litter removal, landscaping and maintenance of any flowers and/or shrubs. The Licensee may be required, as determined at the sole discretion of the Commissioner, to maintain other areas used by the Licensee for Special Events as a condition of such approval.

e. The Licensee’s minimum obligation for maintenance and upkeep of the Licensed Premises shall be _ (to be determined)__ Dollars ($___________) each year during the initial term of the Agreement. However, all costs required to maintain the Licensed Premises in the condition required by this Agreement, including costs above the minimum amount, are also the responsibility of the Licensee. The minimum amount associated with maintenance and upkeep shall be placed in a dual signature bank account, if directed by the Commissioner, with the Licensee and County as signatories, at the beginning of each calendar year.

f. Where necessary, as determined by the Commissioner, the Licensee shall provide security for repairs made on the

Licensed Premises by the Licensee, in a manner that is appropriate, at its own cost and expense.

g. Option Periods: Annual Fees for maintenance and upkeep for option periods are subject to negotiation, at the

Commissioner’s discretion, based upon the financial performance of the operation covered by this Agreement during the initial term, but in no event will fees for maintenance and upkeep for option periods be less than year _(to be determined)_.

h. Other than ordinary routine maintenance, all repairs, renovations or alterations to the Licensed Premises must be approved by the Commissioner in writing, prior to the commencement of any work. The Licensee understands and agrees that it must follow the formal documentation procedure for improvements from conception through completion. All applicable permits and approvals must be submitted to the Department prior to the commencement of any work.

9. Capital Improvements

a. The Licensee agrees to renovate and improve the Licensed Premises over the term of this Agreement, in accordance with Article IA. In no event shall any improvements or new construction be removed upon expiration or termination of this Agreement.

b. The Commissioner shall have the right to disapprove itemized capital improvements, alter the order in which capital improvements are to be completed, and/or substitute improvements for those which are in the best interests of the County.

c. Each year, the Licensee shall prepare a plan, subject to the approval by the Commissioner, for the improvements that are to be undertaken during the following year. Each annual plan shall include detailed descriptions of the improvements to be made and the time frames for completion. Additional capital improvements for option periods, if any, will be negotiated by the parties at the time option periods are up for renewal. Without limiting the generality of the foregoing, the Licensee shall be required to expend a minimum expenditure of__ to be determined) __ Dollars ($______________) for capital improvements, as set forth more particularly in Article IA, during the initial term of this Agreement.

d. All furnishings, equipment, fixtures, appliances, tables, chairs, and utensils existing on or at the Licensed Premises, and all furnishings, equipment, fixtures, appliances, tables, chairs, and utensils procured by the Licensee for the operation of the Licensed Premises, shall remain on the Licensed Premises, unless otherwise agreed to in writing by the Commissioner.

e. All improvements, construction and renovations made to the Licensed Premises by the Licensee shall be in accordance with a survey and plans submitted in writing in advance to the Department and approved in writing in advance by the Commissioner and the Suffolk County Department of Public Works where applicable.

f. The Licensee shall have all plans and specifications professionally prepared by a licensed architect or engineer, as required by the Commissioner, at its sole cost and expense and in a manner acceptable to the County.

g. Competitive Bids. The Licensee shall solicit and obtain competitive bids in accordance with the New York General

Municipal Law, or follow other competitive procurement procedures approved by the Commissioner, for all improvements, construction, and renovations to the Licensed Premises. Bids, proposals and quotes are not to be accepted from any person or entity with any affiliation with the Licensee.

h. The Licensee shall properly document all capital improvement expenditures made to the Licensed Premises and shall provide said documentation to the County. Documentation shall include signed contracts, paid invoices, and cancelled checks.

i. All improvements, construction, and renovations are to be completed in accordance with the Commissioner’s directives, and shall be supervised and may be inspected by County personnel. Where applicable, the Suffolk County Department of Public Works shall advise the Commissioner whether the structures have been completed in accordance with applicable laws, rules, regulations and codes. The Commissioner will issue a final written approval evidencing satisfactory completion upon the submission of the required documentation and after an inspection by the necessary County staff.

j. All materials, furnishings, decorations, and exhibits shall be subject to the review and approval of the Department and require a Determination of Appropriateness issued by the Department, prior to any purchase or use on the Licensed Premises.

k. The Licensee shall be responsible for obtaining and paying for all necessary permits and approvals from all governmental agencies having jurisdiction over the Licensed Premises, including, but not limited to, the Suffolk County Architect, the Suffolk County Department of Health Services, the Suffolk County Department of Fire, Rescue and Emergency Services, and the New York State Department of Environmental Conservation. The Licensee shall advise the Department in advance of all permits and approvals sought by the Licensee. The County may, at its election, assist the Licensee in fulfilling its obligations under this Agreement in obtaining necessary permits for any improvement, construction or renovation.

l. It is expressly understood and agreed that the Licensed Premises is and shall be the sole property of the County. All improvements to the Licensed Premises, including the purchase of fixtures, appliances, furnishings, and equipment shall immediately become the property of the County and part of the Licensed Premises and shall be lien and encumbrance free.

m. The Licensee is responsible for the condition and appearance of the Licensed Premises and the Licensed Premises shall at all times be maintained in a clean and safe condition. Where there are any ongoing improvements being made to the Licensed Premises by the Licensee, that portion of the Licensed Premises shall be secured by the Licensee in an appropriate manner at its own cost and expense.

n. All improvements, construction, and renovations approved by the Commissioner shall be constructed, installed, maintained, and operated in a good, safe, and workmanlike manner, and all work shall be performed in accordance with good, sound, and acceptable construction procedures. Immediately following the completion of any improvement, construction or renovation, the Licensee shall restore all areas affected to the conditions existing at the time of execution of the Agreement.

10. Security/Bonds

a. The Licensee shall provide as security for its performance hereunder, a valid surety bond in the amount of ____ (to be determined)__Dollars ($______) made in the name of the County of Suffolk, for a term no less than the first year of this Agreement commencing upon the date of execution of this Agreement. The term of said security shall thereafter be renewed for each year of this Agreement, and the amount thereof for each year shall correspond directly with the Annual Flat Fee amount required to be paid by the Licensee in that coming year, as set forth in paragraph 1(a) of Article V. Documentation concerning the initial security must be submitted to the Commissioner within ten (10) days after the execution of this Agreement, and on or before January 1st of each year thereafter. Said bond shall be kept in full force and effect by the Licensee throughout the entire term of this Agreement to insure faithful performance by the Licensee of all covenants, terms, and conditions of this Agreement, inclusive of, but not restricted to, the payment to the Department of all fees and charges.

Other financial instruments, such as a cash deposited joint signature account, a savings certificate naming the

County of Suffolk, Department of Parks, Recreation and Conservation as co-owner, an irrevocable letter of credit, or the pledge of other financial instruments securing performance may be substituted for a performance bond or any combination of the above.

b. The Licensee shall also provide a performance bond until the total cost of capital improvements required to be made by the Licensee pursuant to this Agreement are fulfilled to the satisfaction of the Commissioner. Documentation concerning the initial performance bond must be submitted to the Department within ten (10) days after the execution of this Agreement. The amount of the bond shall be determined by the Department by analyzing the total amount of capital improvement obligation and the projected timeframe until completion. It will increase incrementally each year until the bonding requirement is equal to 100% of the capital obligation. The performance bond, which guarantees the performance of the Licensee with respect to its capital investment obligation hereunder, may be reduced as the improvements are incrementally and satisfactorily completed and upon the written approval of the Commissioner. The performance bond may only be terminated or be allowed to expire: with the prior written approval of the Department, after inspection and acceptance, based upon their conformity with the approved plans and specifications, of the capital improvements by the Department; and upon the certification by the Licensee that all of the Licensee’s financial obligations with respect to the capital investments have been satisfied.

Other financial instruments, such as a cash deposited joint signature account, a savings certificate naming County of

Suffolk, Department of Parks, Recreation and Conservation as co-owner, an irrevocable letter of credit, or the pledge of other financial instruments securing performance may be substituted for a performance bond or any combination of the above.

c. Prior to the commencement of any construction hereunder, the Licensee shall furnish the Department with a copy of any sub-contractor’s surety bond (if applicable), in a form satisfactory to the Department, with the Licensee as principal, in an amount not less than one hundred per cent (100%) of the total estimated cost of the capital improvements required to be constructed and approved by the Department under this Agreement. Said surety bond shall guarantee the payment for all materials, provisions, supplies, and equipment used in, upon, for, or about the performance of said construction work, or labor done thereon of any kind whatsoever, and protect the County from any liability, losses, or damages arising there from.

d. The surety or bank issuing all bonds shall be required to give the Department notice in writing not less than thirty

(30) days prior to the expiration date thereof, and/or of the bank’s or surety’s intention to terminate or not to renew said bond. In any event, the bonds shall not be terminated without the advance written approval of the Department.

e. Any surety from whom bonds are obtained shall be licensed to issue said bonds by the New York State Insurance

Department and shall be rated “A-“ or better by A.M. Best. All bonds shall be satisfactory to the Commissioner with respect to the form, sufficiency and manner of execution.

11. Utilities

The Licensee shall pay, at its sole cost and expense, for all utilities including (but not limited to) heat, gas, electric, water, propane, and telephone service (if any) consumed in the operation of the Licensed Premises. The Licensee shall pay for all costs to provide such service. The County shall not be responsible for the installation of any water supply, sewers or sanitary systems, drainpipes or fixtures, or electric, fuel oil or gas lines or fixtures beyond those already in place prior to the execution of this Agreement, unless agreed to by the County in writing prior thereto. If additional utility installations or meters within the Licensed Premises are required as a result of a capital project undertaken or proposed pursuant to this Agreement, the full cost of such installations shall be borne by the Licensee. In instances where gas or electricity is utilized in common areas or shared equipment and building systems, or where the Licensee’s utility service is billed by the provider to the Department, the Licensee shall be responsible for the payment of a portion of the overall cost as determined by the Department. In instances where the Department’s utility service is billed by the provider to the Licensee, the Department shall be responsible for the payment of a portion of the overall cost as determined by the Department. In the event of fluctuation or interruption of water supply, electricity, or other utility services to the Licensed Premises provided by the County, the County shall undertake to repair such interruption promptly; however, the County shall not be liable or in any manner responsible for any claim, loss or damage of any kind sustained by the Licensee or any third party as a result of such delay or interruption in utility service regardless of cause. Under all circumstances, the Licensee shall be solely responsible for the cost and provision of its own sources of temporary power as may be necessary.

12. Alarm Systems

The Licensee shall be responsible for all existing alarm systems including (but not limited to) fire and security utilized in the operation of the Licensed Premises as the County deems necessary. The County shall not be responsible for the installation of any alarm system beyond those already in place prior to the granting of the Agreement, unless negotiated prior to the execution of this Agreement. If additional alarm systems within the Licensed Premises are required as a result of a capital project undertaken or proposed pursuant to this Agreement, the full cost of such installations shall be borne by the Licensee.

-End of Text for Article I-

Rev. 11/07/2025; Law No. Insert SC Procurement Office RFP No. Insert

Article IA Capital Improvements and Site Map

(to be determined)

The Licensee shall complete the following capital improvements prior to the expiration of the Agreement. The timeframes shown below are required completion dates unless agreed to differently in writing by the Commissioner.

Notwithstanding the preceding, the Licensee understands and agrees, that the Commissioner shall have the right, upon the receipt of a more detailed plan submitted by the Licensee in accordance with paragraph 8 c. of Article I, or where the Licensee cannot perform said capital improvements for any reason, to disapprove any item listed below, to alter the order in which capital improvements are to be completed, and/or to substitute unlisted or other improvements for which are in the best interests of the County, as determined by the Commissioner. Such substituted or other improvements are subject to the negotiation of the parties, however, the final decision shall remain with the Commissioner.

1. Capital Improvements $_____________ Total

Amount Timeframe

TOTAL $

Rev. 11/07/2025; Law No. Insert SC Procurement Office RFP No. Insert

SITE MAP

-End of Text for Article IA-

Article IB

Department Specific Provisions

1. County Property

It is expressly understood and agreed that the Licensed Premises covered under this Agreement is and shall be the sole property of the County at all times during the term of this Agreement.

2. Advertising

All advertising and signage under this Agreement is subject to prior review and approval by the Department and must reflect the County’s ownership of the Licensed Premises. Said approval shall not be unreasonably withheld or delayed. The Licensee shall use commercially reasonable efforts to promote the Concession and services authorized by this Agreement. All brochures, media advertisement, and similar copy to be released, disseminated to the public or distributed in any manner shall be in good taste, consistent with the County’s mission and policies, reflect the County’s ownership of the Licensed Premises, include the Department’s logo, and must be provided to the County no less than forty-eight (48) hours, for approval by the Commissioner, prior to the release, dissemination or distribution of the material. The County reserves the right to reasonably and promptly object to the form and content of any such material, and the Licensee agrees to discontinue or withhold the release, dissemination and distribution of any such material unless and until the County and the Licensee have agreed to a resolution of the County’s objection.

3. Representation of Inspection

The Licensee acknowledges that it has examined the Licensed Premises, location, facilities, buildings structures, area, and spaces to be used in connection with this Agreement. The Licensee acknowledges that the equipment on the Licensed Premises may or may not be in working order and agrees to accept same “as is” and the Licensee agrees to return the Licensed Premises and equipment in good working order at the expiration of this Agreement, subject to making all required repairs, replacements and improvements, reasonable wear and tear excepted.

4. Risks of Licensee

a. The Licensee, in addition to any terms contained herein, assumes all risks in the operation of this Agreement and shall be solely responsible and wholly answerable in damages for all injuries and accidents in person or property occurring on the Licensed Premises or due to actions of the Licensee in the operation of the Concession as contemplated in this Agreement.

b. During the term of this Agreement, the risk of loss, damage or destruction from any peril to the furniture, fixtures, equipment or other personal property of the Licensee shall be borne by the Licensee. The Licensee waives any right to subrogation against the County and the Department for loss, damage or destruction from any peril to the furniture, fixtures, equipment or other personal property of the Licensee.

5. Conduct of Licensee’s Employees

The Commissioner shall inform the Licensee, in writing or if orally, a written confirmation shall be sent immediately, of any employee of the Licensee whose conduct the Commissioner deems detrimental to the best interests of the Department or the public using the Licensed Premises. The Licensee shall immediately take any and all action necessary and appropriate to remedy the conduct. In the event Licensee fails to remedy the conduct, within a reasonable period of time under the circumstances, this Agreement shall terminate five (5) days from receipt of written notice from the Commissioner of Licensee’s failure to cure, notwithstanding the provisions of paragraph 2 of Article III of this Agreement.

6. Uniforms

If directed by the Commissioner, all attendants or employees of the Licensee shall wear uniforms, or some other form of identification, as approved by the Commissioner, such uniforms to be furnished by the Licensee, and without cost to the Department or the County.

7. Licenses and Permits

a. Notwithstanding any other approval required to be obtained by the Licensee, the Licensee shall obtain and secure all permits, licenses and certifications necessary for the legal operation of the Licensed Premises and for the maintenance, repair, improvements, new construction or physical alterations of the Licensed Premises, at the Licensee’s sole cost and expense. The Licensee shall at all times comply with the terms and conditions contained in any such permits, licenses, approvals and certifications.

b. In the event that the Licensee is unable to secure the necessary permits and licenses, etc., as provided for in this paragraph within six (6) months from the execution hereof, or such extensions granted in writing by the Commissioner, or in the event that said permits are issued, and during the term of this Agreement or renewal thereof, the Licensee fails to maintain such permits, licenses, approvals or certifications necessary for the legal operation of the Licensed Premises, the County, may, at the sole option of the County, terminate this Agreement pursuant to paragraph 2 of Article III.

c. The Licensee shall be responsible for obtaining and paying for all necessary permits and approvals from all governmental agencies having jurisdiction over the Licensed Premises, including, but not limited to, the Suffolk County Architect, the Suffolk County Department of Health Services, the Suffolk County Department of Fire, Rescue and Emergency Services, and the New York State Department of Environmental Conservation, and the Suffolk County Council on Environmental Quality (“CEQ”). The Licensee shall advise the Department in advance of all permits and approvals sought by the Licensee. The Department will assist the Licensee in obtaining said permits and approvals as it deems appropriate.

d. All work at the Licensed Premises is subject to the New York State Fire Prevention and Building Code (“Building Code”), and all rules and regulations, as administered and enforced by the County of Suffolk, Department of Public Works, Buildings Division, located at 335 Yaphank Avenue, Yaphank, New York 11980. The Department shall be responsible to make all applications for Building Code approval to the Department of Public Works on the Licensee’s behalf, however the Licensee shall be responsible for all costs and expenses associated therewith. Upon plan approval and all required inspections, the County will issue a Certificate of Occupancy or Compliance as appropriate.

8. Preservation of Features; Soil and Vegetation

Removal

In conducting its activities hereunder, the Licensee shall preserve and avoid damage to and destruction of natural, historic or cultural features, including, but not limited to, waterways, rare or endangered plants or animals, habitats, trees, shrubs and other vegetation. The Licensee shall not remove soil from the Licensed Premises or clear vegetation without written approval of the Commissioner.

9. Claims For Compensation; Licensee’s Right to

Terminate

a. The Licensee hereby expressly waives any and all claims for compensation for any and all loss or damages sustained by reason of any interference by any public agency or official in the operation of this Agreement; any such interference shall not relieve the Licensee from any obligation hereunder.

b. The Licensee hereby expressly waives any and all claims for compensation for any and all loss or damage sustained by reason of any defect, deficiency or impairment of the gas and electrical apparatus, heating equipment, water supply equipment, or wires furnished for the Licensed Premises hereby granted, or by reason of any loss or impairment of light, current, or water supply which may occur from time to time for any cause, or for any loss or damage sustained by the Licensee resulting from fire, water, storm, tornadoes, civil commotion, riots, acts of God or other disasters; and the Licensee hereby expressly waives all rights, claims, and demands and forever releases and discharges the people of the State of New York, the County, the Commissioner, the Department and their officers, employees and agents from any and all demands, claims, actions and causes of action arising from any of the enumerated causes whatsoever.

c. The Licensee may terminate the Agreement upon thirty (30) days prior written notice. In the event of termination by the Licensee: such termination shall be deemed an abandonment of the Licensed Premises by the Licensee and the Licensee shall surrender and vacate the Licensed Premises within twenty-four (24) hours of such termination in serviceable and operable condition, reasonable wear and tear excepted; and the Licensee shall remain liable for all fees and other sums due and owing from the Licensee up to the time of termination.

10. Personal Property of Licensee

a. During the term of this Agreement, unless personal property is required for the performance by the Licensee of its obligations hereunder, the Licensee shall have the right at any time, to remove same from the Licensed Premises, with the following exceptions.

i. Books, reports and records required to be kept by this Agreement shall be maintained on the Licensed

Premises at all times and may not be removed; and

ii. Inventory maintained for sale on the Licensed Premises may be removed only with the consent of the Commissioner.

b. Removal of personal property upon expiration and/or termination of this Agreement shall be governed by paragraph 2 of Article III of this Agreement.

11. Compliance with Law

a. The Licensee shall comply with, at the Licensee’s sole cost and expense, all applicable Federal, State, County and local laws, rules, regulations, codes, ordinances, requirements and County policies in effect on the date of execution of this Agreement and as may be adopted or amended from time to time. Such laws, rules, regulations and policies include but are not limited to:

Suffolk County Code Chapter 647 (Pest Control)

Organic Parks Maintenance Plan and any other County policies relating to pesticides.

Suffolk County Code §643-4 (Prohibited Acts) regarding acts prohibited on County parkland.

Suffolk County Sanitary Code

Local Law 24-2014, A Local Law to Establish Healthy Food Standards at Suffolk County Facilities

Local Law 17-2013, A Local Law to Prohibit the Sale and Distribution of Stimulant Drinks to Minors in County Parks

Suffolk County Code Chapter 523, Hotels and Motels

Local Law 15-2019, A Local Law to Prohibit Distribution of Single Use Plastics in County Parks.

Specifically, the Licensee agress that it shall not sell or distribute singe use cups, utensils, plates, trays, bowls or beverage straws made from plastic or other non-biodegradable substances as devined in said law, in connection with its operations under this Agreement, excepts as set forth therein.

Local Law 26-2019, A Local Law to Clarify Contracts with Non-Profits Operating County Park Facilities. Specifically, any capital improvement that is required to be performed by the Licensee under this Agreement may be satisfied, subject to sufficient proof bring provided by the Licensee, as determined by the Commissioner, that documents the dates, value, and provider of donated materials and labor requested by the Licensee to satisfy such requirement.

b. All chemicals, fungicides, herbicides and pesticides (if any) applied to the Licensed Premises shall be approved by the Commissioner prior to use.

The Licensee shall comply with Suffolk County Code Chapter 647 (Pest Control), the Organic Parks Maintenance Plan and any other applicable Federal, State, and Local Laws. The Licensee shall apply for any necessary exemptions from Suffolk County Code Chapter 647. All notice and reporting requirements shall be adhered to.

c. The Licensee is required to adhere to an Integrated Pest Management Program (IPM), which shall be approved by the Commissioner and which minimizes potential negative impact upon the environment or wildlife.

d. The Licensee shall keep and maintain detailed records of all chemicals, pesticides, herbicides and fungicides stored and applied to the facilities throughout the term of this Agreement and shall comply with Resolution No. 719-2000 entitled “A Local Law to Adopt Countywide Pesticide Notice Provisions”.

12. Liens on Inventory for Sale

a. It is expressly agreed that the County shall have a continuing lien on all inventory held for sale which may be on the Licensed Premises for any and all sums which may from time to time become and be due to the County under the terms of this Agreement.

If…