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Parks and Recreation Commission Minutes 07/07/2016

Old Lyme Parks and Recreation Commission
Meeting Minutes
Thursday, July 7, 2016


Present:  Don Bugbee (Director), Bob Dunn (Chairman), John Flower (Vice-Chairman), Mary Ellen Garbarino, Tim Gavin, Nigel Logan, Glynn McAraw
Absent:  Missy Garvin
Guests:  

1.  CALL TO ORDER
Chairman Bob Dunn called the meeting to order at 7:00 PM.


2.  APPROVAL OF MINUTES – June 2, 2016
Tim Gavin moved and Nigel Logan seconded to accept the minutes of Regular Meeting June 2, 2016.  SO VOTED.


3.  DIRECTOR’S REPORT – Don Bugbee

PROGRAMS
Don Bugbee reported that the summer programs are running smoothly.  The staff includes 25 people at the Day Camp, 10 life guards and 5 parking lot attendants.  This is week 3 of the Day Camp and presently there are 215 kids enrolled.  The cost per child is $150 and $250 for a family for the entire summer.  This works out to about $1 per hour.  Don suggested that the Commission consider increasing these fees for next year.

Boys’ Basketball Camp has finished up and the Girls Basketball Camp is next week.  There are two Tennis Camps coming up (July 25-29 and August 1-5), Soccer Camp (August 8-12).  Girls’ Lacrosse Camp and the Girls’ Softball Camp have been cancelled.  

FACILITIES
Hains Park and White Sand Beach are all set with lifeguards and parking attendants.  
Town Woods Park looks good and there is very little going on at this time.  
Cross Lane courts are all done and look very good.  One of the tennis nets is being replaced.  

The ADA swing for Town Woods Park was delivered and has not been installed.  Don has tried to contact the volunteer group, but will ask Public Works to install the swing.

There was a treatment to kill the weeds in Rogers Lake done on July 5.  As a precaution people were not allowed to swim that day at the park.  Any questions should be directed to the BOS on this issue.


4.  OLD BUSINESS
a. Boathouse Update
Don Bugbee reported that the Boathouse Committee had opened all the bids.  The low bidder was Scope Construction Company ($597,000).  Bids were reviewed and the low bidder was interviewed.  The Committee unanimously voted to recommend to the BOS the low bidder Scope Construction Company with a bid of $597,000.  Don Bugbee reported that he had asked at the meeting if there would be a Clerk of the Works for this project, and that it was the consensus of the Boathouse Committee that one would not be needed for a project this small.  

The Commission discussed the need for a Clerk of the Works and felt that it would be in the Town’s best interest to have one.  All other projects that have been done in the Town have had a Clerk of the Works.  The Commission questioned who would be the overseer of the project, including approval of the bills.  The Commission will present their concern to the Board of Selectmen and highly suggest that a Clerk of the Works be assigned.  

No Bathroom update was given at the Boathouse Committee meeting.  John Flower stated that he is close to getting bids from four local builders.  Once he has these numbers he will email this information to the Commission members and will present at the next Boathouse Committee meeting.


5.  NEW BUSINESS
a. Lease Agreement and Memorandum of Agreement between the Town and Regional District 18
The Lease Agreement and MoA between the Town of Old Lyme and Regional District 18 were read and reviewed with great attention.  The Commission drafted their comments on these documents and these are presented in full as an attachment.  The Old Lyme PRC does not approve of the currently proposed documents.  In addition to the issues highlighted in the proposed LEASE agreement (Exhibit D), similar issues were also identified in several of the other MoA-related documents reviewed.

Summary of Key Issues
The proposed Memorandum of Agreement (MoA), including the proposed LEASE Agreement (Exhibit D), do NOT appear to comply with the “Post Construction Requirements” for DEEP STEAP-funded PUBLIC OUTDOOR RECREATIONAL FACILITY (PORF), and therefore may jeopardize STEAP grant reimbursement of construction costs!

The proposed LEASE agreement does NOT require Region 18 to continue to pay for any structural repairs for the Boathouse or property taxes, as it does now, and as promised to the community.
The Proposed LEASE agreement (section 9a) states that Region 18 will be running a community rowing program for the public under the auspices of the Region 18 lease agreement.

The proposed LEASE agreement makes no mention of use of the Hains Park Boathouse facilities by the Old Lyme Rowing Association (OLRA), which is involved with both the Region 18 High School rowing program and the community rowing program (an Old Lyme Parks and Recreation program), but they are briefly mentioned in the MoA. In none of the proposed documents is there is a description or definition of the roles and responsibilities of the OLRA, nor its relationships (formal or informal) with Region 18, the Town of Old Lyme, and the Old Lyme Parks and Recreation Department and Commission – all of which must be clearly defined and made transparent.

The agreements must also make clear that the Hains Park Docks are owned by the Town and are not being leased to Region 18. The Docks are for use of all visitors to Hains Parks.

The proposed LEASE agreement (MoA and other documents) must also make clear that Region 18, and any of its associates, must abide by all Town rules & regulations and policies for use of Hains Park (similar to other park visitors) which is overseen by the Parks & Recreation Department and the Parks and Recreation Commission. This includes following parking rules and committing to appropriate communication with the Parks & Recreation Director.

The proposed LEASE agreement appears to unnecessarily increase Region 18 control over a portion of real property (land) in Hains Park. Providing Region 18 a lease for a portion of real property in Hains Park made sense in 1988 when Region 18 was constructing a School-owned structure on Town property.

The proposed LEASE agreement appears to require that the Town bear the costs for implementing any future changes to zoning, building and health codes, applicable laws, rules, regulations, etc. – without specifying that this would only apply to those that are required to be implemented by law for a Town-owned PORF – as most are normally only required to be implemented when a significant capital improvement project is already planned to a Town-owned facility, and many are “grandfathered” as pre-existing.

This lease agreement also appears to require the Town bear the full cost of making Hains Park and the Boathouse fully ADA compliant – for both current and future changes to the ADA requirements.

DEEP STEAP Grant funds are for PUBLIC OUTDOOR RECREATIONAL FACILITY (PORF) only.

The DEEP STEAP “Reimbursement Package” for PORF states that STEAP Grant funds cannot be used for school facilities, which is one of the reasons Boathouse ownership needed to be transferred from Region 18 to the Town to allow STEAP funding.

The only “exception” being when the DEEP STEAP-funded PORF is located on SCHOOL-OWNED PROPERTY, in which case the School and Public can share the STEAP-funded facility, but specific times must be agreed and posted as to when the PUBLIC has access to the PORF located on SCHOOL PROPERTY.  School construction projects are funded by Bureau of School Construction.
A DEEP STEAP-funded PORF (on Town property) must be available to the public whenever it is open for use, and cannot be reserved for exclusive use by a school (e.g. Region 18).

Mary Ellen Garbarino moved and Tim Gavin seconded to send a copy of the Parks and Recreation Commission’s comments regarding the proposed Lease Agreement and Memorandum of Agreement between the Town of Old Lyme and Regional District 18 relating to the use of Hains Park and the Boathouse to the following people:  Board of Selectmen, Members of the Board of Finance, Town Treasurer Tim Griswold, Finance Director Nicole Stajduhar and if necessary to David Stygar of the DEEP.  SO VOTED.

The proposed Lease Agreement and Memorandum of Agreement along with this Commission’s comments will be sent to News and Announcements on the Town Website.

b. Copy of current STEAP Personal Services Agreement
The revised STEAP Grant (Appendix A) was reviewed by the Commission and according to the Scope of Work the bathroom facility and pavilion are not included.  These projects will be using Town money and therefore do not fall under this STEAP Personal Services Agreement.

c. Other New Business


6. CORRESPONDENCE


7.  PUBLIC COMMENT


8.  ADJOURNMENT
Glynn McAraw moved and John Flower seconded to adjourn the meeting at 8:27 PM.  SO VOTED.  

The next meeting of this Commission will be on August 4, 2016 at 7:00 PM.

Respectfully submitted,


Mary Ellen Garbarino
Secretary





Attachment 1

LEASE AGREEMENT

THIS LEASE AGREEMENT (hereinafter “Lease”) is made as of the Effective Date (defined below), by and between REGIONAL SCHOOL DISTRICT NO. 18, a Connecticut corporation with an address of 53 Lyme Street, Old Lyme, Connecticut 06371 (hereinafter “Lessee”) and the TOWN OF OLD LYME, a Connecticut corporation with an address of 53 Lyme Street, Old Lyme, Connecticut 06371 (hereinafter “Lessor).
W I T N E S S E T H:
  • Description.  Lessor hereby leases to Lessee a certain piece or parcel of land, with the improvements thereon identified and known as a boathouse (the “Boathouse”), located within the area of land known as Hains Park, which is more particularly located at 166 Boston Post Road, Town of Old Lyme, County of New London, State of Connecticut, and more fully described in Exhibit A - Legal Description attached hereto and made a part hereof, together with all appurtenances thereto, hereinafter referred to as the “Premises”.
  • Quiet Possession.  Lessor covenants that it has fee simple title to the Premises, and Lessor covenants and agrees with Lessee that so long as Lessee keeps and performs all the covenants and conditions to be kept and performed by Lessee, Lessee shall have quiet, undisturbed and continued possession of the Premises, free from all claims of any kind, nature or description.
  • Term.
  • Commencement Date.  This Lease shall commence on ____________ ____, _______ and continue for a period of ___________ (_____) years through ___________ ____, 2038, unless earlier terminated as provided herein (hereinafter the “Term”).
  • Options to Renew.  In the event that Lessee is not then in default, Lessee shall have an option to renew the term of this Lease for three (3) additional twenty (20) year periods, each on the same terms and conditions, providing that Lessee shall notify Lessor in writing not less than six (6) months prior to the expiration of the then current term hereof of Lessee's intention to renew this Lease.
  • Lease Year.  A “Lease Year” is defined as the twelve month period commencing on July 1st and ending on June 30th, provided however that the first Lease Year shall begin on the Effective Date of this Agreement and shall terminate on the following June 30th. Thereafter, each Lease Year shall commence on July 1st and terminate on June 30th of the following calendar year.
  • Rent.  Lessee covenants and agrees to pay Lessor an annual rental of One Dollar ($1.00) payable on July 1st of each Lease Year or in advance.
  • Lessee’s Obligations.  During the term of this Lease, Lessee shall be responsible for the following, at its sole expense:
  • Lessee shall have complete control over the use and operation of the Boathouse except as otherwise expressly stated in this Lease;
  • Lessee shall be responsible for the compliance with applicable laws and ordinances to the extent related specifically to the use and operation of the Boathouse provided, however, in no event shall Lessee be responsible for the Boathouse’s compliance with any building, zoning, land use or environmental laws, codes, rules, regulations or ordinances, and Lessee shall not be required to effect any improvement, alteration or structural repair or changes or to make any capital expenditure with respect to the Boathouse by reason of any applicable laws, codes, rules, regulations, ordinances and the like;
  • Lessee shall perform such routine cleaning and maintenance of the Boathouse (excluding, in all events, structural or mechanical repairs or improvements to the Boathouse) that is necessary to maintain the Boathouse in reasonably good order and condition, including purchase and timely replacement of lightbulbs and ballasts in the Boathouse;
  • To the extent received by Lessee during the term of this Lease, Lessee shall deliver to Lessor a copy of any notice of a health, municipal or police regulation, order or requirement pertaining to or controlling the use of the Boathouse;
  • Lessee shall pay all personal property taxes on any and all personal property related to the Boathouse, as applicable;
  • Lessee shall be responsible for keeping all portions of the Boathouse free from accumulations of snow and ice; and
  • Lessee shall pay for all utilities serving the Premises and the Boathouse, including, without limitation: electricity, gas, heat, air-conditioning, water, storm water and sanitary sewer, which are reasonably necessary in connection with Lessee’s use and operation of the Boathouse;
  • Lessor’s Obligations.  During the term of this Lease, Lessor shall be responsible for the following at its sole expense:
  • Lessor shall provide all rehabilitation, repair, alterations, improvements and restorations of the Premises and the Boathouse including without limitation, all structural and mechanical components of the Boathouse, and shall maintain, or cause to be maintained, such other portions of the Premises as may be directly adjacent to or otherwise serving the Boathouse, including the remainder of Hains Park, driveways, curbs and sidewalks, in good order and condition;
  • Lessor shall pay real estate taxes and other taxes and assessments pertaining to the ownership of the Premises and the Boathouse, as applicable;
  • To the extent received by Lessor during the term of this Lease, Lessor shall deliver to Lessee a copy of any notice of a health, municipal or police regulation, order of requirement pertaining to or controlling the use of the Boathouse;
  • Lessor shall comply with any building codes or zoning, land use environmental laws or ordinances with regard to the Boathouse and all other applicable laws codes, rules, regulations, ordinances and the like relating in any manner to the Boathouse or the occupation of the Boathouse in general (as opposed to the specific use of the Boathouse as a boathouse by Lessee) and any requirements of any fire insurance underwriters or ratings bureaus, now in effect or which may hereafter come into effect, and make any and all alterations, changes, repairs, replacements and improvements required hereby. Without limiting the foregoing, Lessor agrees to comply with the applicable provisions of the Americans with Disabilities Act of 1990, as amended, and all regulations issued by the U.S. Attorney General or other governmental agencies with respect to the Boathouse, including, without limitation, all common access and use areas thereof, such as rest rooms elevators, elevator lobbies, stairs, and stairwells.
  • Maintenance and Repair.  Lessee agrees to use reasonable diligence in the care, protection and maintenance of the Boathouse during the term of this Lease, and to surrender the Boathouse at the termination of this Lease in good condition, ordinary wear and tear and casualty damage excepted.  Lessee shall have no responsibility for structural repairs.
  • Lessor's Maintenance.  Lessor shall maintain in good order, condition and repair, and replace when necessary, the floors and all structural elements of the Premises, the elevators serving the same (provided however that Lessee shall be responsible for maintaining the same), any overhead door to the Boathouse and the access control therefor, any blower and/or ventilation system for the Boathouse, the electrical systems (but not the lightbulbs or ballasts) for the Boathouse, and the drainage systems (but not the grates at openings thereto) for the Boathouse. Lessor shall make a reasonable effort to advise Lessee by telephone prior to undertaking any maintenance or repair which would interfere with the operation of the Boathouse (except in the case of an emergency) and shall make a reasonable effort to minimize such interference, provided that Lessor shall not be required hereby to perform such maintenance or repair after business hours or on weekends. Lessor shall also promptly repair or replace any damage to or destruction of the Boathouse caused by the negligence of Lessor or any of its employees, agents, customers or invitees.
  • Lessee’s Maintenance.  Lessee shall keep all portions of the Boathouse in a clean and sanitary condition. Lessee shall also maintain in good order, condition and repair all personal property, elevators, equipment and fixtures installed or placed upon the Boathouse. Lessee shall also promptly replace all burnt out lightbulbs and ballasts in the Boathouse and shall keep free from blockage the grates at the openings to the drainage systems for the Boathouse.
  • Lessor shall be responsible for all Boathouse repairs of a structural nature, including, but not limited to: electrical, plumbing, pavement repair, painting of the structure, repairs to the walls, floors and roof of the Boathouse, and maintenance of the heating and ventilation systems.
  • Lessee shall be responsible for repairs or replacement of any damage to or destruction of the Boathouse caused by the negligence of Lessee or any of its employees, agents, students, customers or invitees.
  • Lessee shall have no obligation with respect to the condition, maintenance, or repair of any of the sidewalks which may be adjacent to or adjoin the Premises except as and to the extent damaged by Lessee or its employees in its use of the Premises; Lessor, at Lessor’s expense, agrees to promptly make all repairs to such sidewalks required by law or public safety except Lessee, at Lessee’s expense shall make all repairs thereto for damage resulting from its use of the Premises.  
  • Alterations and Improvements.  Lessee may, with approval of Lessor, which shall not be unreasonably withheld or delayed, make alterations and improvements, including the installation of appropriate signage and/or equipment, at Lessee's expense, to the Premises as may be required for the purpose of Lessee's use and operation of the Boathouse; provided, however, that Lessor, upon the expiration of this Lease, may require Lessee to restore the Premises as nearly as possible to its condition at the beginning of the Lease, ordinary wear and tear and other casualty excepted, by giving written notice to Lessee not later than thirty (30) days before the expiration of this Lease or any extension thereof. Lessee may, prior to the expiration of the Lease or any extension thereof, remove all fixtures and equipment which have been placed on the Premises by Lessee, and which have not been paid for by Lessor.
  • Use of Premises.
  • The Premises shall be used by Lessee for the purpose of operating a school and/or community rowing program for use by its students and/or the general public.
  • Notwithstanding any other provision of this Lease, Lessee shall not use or cause anything to be done in or anything to be brought into or kept in or about the Premises or any part thereof (i) which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or (ii) for any unlawful purposes or in any unlawful manner.
  • Lessee shall obtain, and shall comply with all the terms and provisions of all necessary licenses, permits, and approvals applicable to the use and operation of the Boathouse as a boathouse at the Premises from any governmental or quasi-governmental authorities having jurisdiction over such use and operation, if any. All such licenses, permits, and approvals shall be in the name of Lessee and Lessee will sign any applications or other documents necessary to obtain such licenses, permits or approvals. Lessor will cooperate reasonably with Lessee, at no out-of-pocket cost to Lessor, in order to assist Lessee in obtaining any such licenses, permits, and approvals.  Notwithstanding the foregoing, any such licenses, permits or approvals that relate to the Building as a whole rather than to Lessee's use and operation of the Boathouse as a boathouse at the Premises (such as, for example, certificates of occupancy and zoning approvals) shall be obtained by Lessor at Lessor's expense, and shall be in the name of Lessor.  The Premises shall not be used for any illegal purpose, nor in any manner to create any nuisance, or trespass.
  • Insurance.  Prior to commencement and during the term of this Lease, Lessee agrees to carry/maintain occurrence based, liability insurance in such amounts as shown below and to pay all the premiums thereon when due.
  • Lessee shall maintain a Public Liability insurance policy with a limit of not less than $6,000,000 for injury to any one person, and $6,000,000 for any one accident. Lessee shall name Lessor as an additional insured on such policy.
  • In no event shall Lessor be responsible for injuries to Lessee’s employees, agents, contractors/sub-contractors while at the Boathouse. Lessee agrees to waive subrogation rights and to cause its insurance company to waive subrogation rights for all injuries or disease sustained by employees, agents, contractors/subcontractors.
  • Lessee shall obtain and maintain liability insurance on elevators in the Boathouse naming Lessor and Lessor’s mortgagee as an additional insured.
  • Lessor shall obtain fire and extended coverage insurance covering the Boathouse.
  • Waiver of Subrogation.  Lessor waives all rights of recovery, if any, against Lessee for damage to, or destruction of, the Premises in the event such damage or destruction is caused by fire or other casualty which may be covered by a standard fire and extended coverage insurance policy.
  • Security.  Lessor acknowledges that Lessee’s obligations hereunder do not include the rendition of service, supervision, or furnishing of personnel in connection with the personal safety and security of any persons within or about the Premises. Lessee has no knowledge or expertise as a guard or security service, employs no personnel for that purpose, and Lessee’s employees do not guard or protect customers against the intentional acts of third parties. Lessor shall determine, in its discretion, the extent to which precautionary warnings and security devices or services may be required to protect persons in and about the Premises. The failure to secure adequate insurance shall not serve to relieve Lessor of this requirement.
  • Assignment and subletting.  Lessee shall not assign this Lease in whole or in part, nor shall Lessee sublet all or any part of the Premises, without the prior written consent of the Lessor.
  • Default.  In the event Lessee fails to pay rent when due and such failure is not cured within ten (10) days after receipt of written notice of such failure by Lessor to Lessee or in the event of a material default in the performance by Lessee of any other condition herein contained, and such default is not cured within thirty (30) days after receipt of written notice of such default by Lessor to Lessee, or such additional time as is reasonably necessary to cure the default in the event that Lessee has commenced remedying such default within such thirty (30) day period, and said cure occurs no later than sixty (60) days thereafter, then, in any such case, Lessor may: (1) serve written notice upon Lessee that Lessor elects to terminate this Lease upon a specified date not less than thirty (30) days after such written notice and this Lease shall then terminate on that date so specified, and Lessor shall have the right to re-enter, repossess, or re-rent the premises upon such date; or (2) cure the default and invoice Lessee for all costs incurred by Lessor to cure the default, in which case this Lease shall continue in full force and effect if Lessee pays the costs of cure within fifteen (15) days following receipt of the invoice from Lessor. In addition to the foregoing, Lessor shall be entitled to such other remedies as exist in law or in equity. No default shall be deemed waived unless such waiver is in writing.
  • Indemnity.  
  • Lessee shall defend, indemnify and hold Lessor harmless from and against any and all actions, costs, claims, losses, expenses and/or damages sustained by Lessor attributable to the recklessness, carelessness or negligence of Lessee or any of its agents, servants, or employees from any cause arising out of the occupancy of the Premises by Lessee pursuant to this Lease, including, without limitation by specification, property damage and/or injury or death to any person or persons. Lessor shall defend, indemnify and hold Lessee, its agents, employees and affiliates harmless from and against any and all actions, costs, claims, losses, expenses and/or damages sustained by Lessee attributable to the recklessness, carelessness or negligence of Lessor or any of its agents, servants or employees from any cause, including, without limitation by specification, property damage and/or injury or death to any person or persons.
  • It is agreed that any actions, costs, claims, losses, expenses and/or damages resulting from design or structural faults or defects are the responsibility of Lessor. It is understood and agreed that the Premises are burdened with pipes, conduits, and lines necessary for utility services to Lessor's building. Lessor does hereby agree to save harmless, protect, and indemnify Lessee from and against any and all liability, claims, causes of action, and costs, including loss of revenue by Lessee, arising from, out of, or because of the existence of pipes, conduits, and lines on the Premises unless same shall result from negligent actions of Lessee, its servants, agents or employees.
  • Condemnation and Other Taking.  
  • As used in this Lease, “Taking” means the acquisition, during the Term, by any public or private authority of all or any part of the Premises, or any interest therein, pursuant to its exercise of its power of eminent domain or under threat of exercise of that power.
  • If any Taking shall occur which is a Taking of access to the Premises or of ten percent (10%) or more of the Boathouse then either Lessor or Lessee may terminate this Lease by giving the other notice thereof on or before the thirtieth (30th) day after the public or private condemning authority takes possession of such portion of the Premises pursuant to such Taking. If this Lease is terminated in accordance with the immediately preceding sentence, then such termination shall be effective on the tenth (10th) day after the notice effecting such termination is given, and Lessee shall yield up the Premises at such termination. In the event of such termination, Base Rent and other charges under this Lease shall be apportioned to the date of such termination; and Lessor and Lessee shall thereafter have no rights, liabilities or duties under this Lease; provided, however, that such termination shall not release Lessor or Lessee from any liability with respect to any event occurring prior to such termination or which otherwise shall have accrued prior to such termination.
  • If a Taking shall occur and either: (a) no right to terminate shall arise by reason thereof; or (b) a right to terminate shall arise by reason thereof but neither Lessor nor Lessee shall exercise the same, then: (i) this Lease and the Term shall continue in full force and effect; and (ii) Lessor shall, at its expense, promptly commence and diligently prosecute to completion, to the extent reasonably possible after the loss of the area subject to such Taking, the restoration of the Premises to substantially the same condition they were in prior to such Taking.
  • The entire award or consideration paid by reason of any Taking shall be paid to, and be the property of, Lessor without any deduction therefrom for any leasehold estate or interest of Lessee. However, Lessee shall not be prevented from making a claim in its own name against any such condemning authority with respect to any furniture, trade fixtures, trade equipment, merchandise or personal property of Lessee which shall be subject to a Taking and for Lessee's moving and relocation costs.
  • Destruction of, or Damage to, Premises.  
  • If the Premises should, at any time during the Term, be damaged or destroyed by fire or other casualty, then Lessee shall give Lessor notice of such damage or destruction promptly after the same shall occur. If damage or destruction occurs to the Premises and the same does not interfere with Lessee’s use of the Boathouse, then the provisions hereof shall not apply to such damage or destruction.
  • On or before the fifteenth (15th) day after Lessee gives Lessor a notice pursuant to Subsection A above of any damage or destruction, Lessor and Lessee shall meet to discuss such damage or destruction and Lessor's plans for repairing, rebuilding or restoring the Premises, whichever shall have been described in such notice (such repair, rebuilding or restoration being herein called the "Casualty Work"). At such meeting, Lessor shall advise Lessee of the length of time which Lessee reasonably estimates will expire between the date of Lessee's notice to Lessor of such damage or destruction and Lessor's completion of the Casualty Work (such period being herein called the "Restoration Period").
  • If the Restoration Period shall be longer than twelve (12) months or will end less than one (1) year before the last day of the Term, then either Lessee or Lessor may terminate this Lease by giving the other notice thereof after the meeting described in Subsection B hereof but on or before the fifth (5th) day after such meeting. If this Lease is terminated in accordance with the immediately preceding sentence, then such termination shall be effective as of the tenth (10th) day after the notice effecting such termination is given, and Lessee shall yield up the Premises at such termination. If this Lease is terminated in accordance with this Subsection, then all Base Rent and other charges under this Lease shall be apportioned to the date of such termination; and all rights, duties and liabilities hereunder of Lessor and Lessee shall terminate on the date of such termination, except that neither Lessor nor Lessee shall be released by such termination from any liability with respect to any event occurring prior to such termination or which shall have accrued prior to such termination.
  • If the Premises shall be damaged or destroyed by fire or other casualty and this Lease shall not be terminated by reason thereof in accordance herewith, then Lessor shall commence the Casualty Work promptly after the meeting described in Subsection B hereof and diligently prosecute the same to completion.
  • Holding Over.  If Lessee remains in possession of Premises after expiration of the term hereof, with Lessor's acquiescence and without any express agreement of the parties, Lessee shall be a lessee at will at twice the rental rate in effect at the end of the Lease; and there shall be no renewal of this Lease by operation of law.
  • Taxes and Assessments.  Lessor shall be responsible for payment of all property taxes (other than personal property taxes which are Lessee’s responsibility) and special assessments on the Premises.
  • Termination by Lessee.  Lessee shall have the right to terminate this Lease by giving Lessor thirty (30) days written notice of such termination to Lessor if any license, franchise, right or privilege to operate a Boathouse on the Premises by Lessee is revoked or suspended for thirty (30) consecutive days by any governing authority having jurisdiction over the Premises, and such revocation or suspension is due to no fault, negligence, or act of omission or commission on part of Lessee.
  • Lessor Representation.  
  • Lessor warrants and represents that it is the owner of the Premises and has the authority to execute this Agreement.\
  • Lessor warrants and covenants that:
  • The laws and/or ordinances affecting the Premises do not prohibit the uses herein provided;
  • The Premises shall comply with all local, state, and federal laws, regulations, ordinances, and codes now in effect or which become effective during the term herein;
  • Lessor has not received any notice and is not aware of any violations of any local, state, or federal laws or regulations affecting the Premises including, but not limited to, the Occupational Safety and Health Act of 1970; and
  • Lessor shall be responsible, at its own expense, for compliance with all environmental and disability matters, laws, regulations, ordinances, and codes including (without limitation) the Americans with Disabilities Act of 1990.
  • Force Majeure.  If either Party to this Agreement is unable to perform Its obligations under this Agreement as a result of either (i) weather; (ii) acts of God; or (iii) acts of terrorism or civil disturbance, then such non-performance in each such Instance shall not be considered a breach of this Agreement. If such an event or condition occurs, is continuing for thirty (30) days, and has a continuing significant, adverse impact on either Party's ability to perform, either Party shall have the right to terminate this Agreement upon sixty (60) days' prior written notice to the other Party.
  • Lease Superior or Subordinate to Mortgage and Sale Leaseback.  
  • It is agreed that the rights and interest of the Lessee under this Lease shall be automatically subject and subordinate to any mortgages that are now existing or may hereafter be placed upon the Premises, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, modifications, replacements and extensions thereof, without the need for any further instrument or for the mortgagee named in said mortgages to make any election; except that any mortgagee may elect to give the rights and interest of the Lessee under this Lease priority over the lien of its mortgage by notice delivered to the Lessee. In the event of such election, and upon notification by such mortgagee to the Lessee to that effect, the rights and interest of the Lessee under this Lease shall be automatically deemed to have priority over the lien of said mortgage, without the need for any further instrument, whether this Lease is dated prior to or subsequent to the date of said mortgage. The Lessee shall execute and deliver whatever instruments may be required for any of the foregoing purposes forthwith upon demand, and in the event the Lessee fails so to do within ten (10) days after demand in writing, without limiting the Lessor’s other rights on account of such failure, the Lessee does hereby make, constitute and irrevocably appoint the Lessor as its attorney-in-fact and in its name, place and stead so to do. Upon the request of Lessee, Lessor will use its reasonable best efforts to obtain a non-disturbance agreement from any such mortgagee.
  • Lessee agrees that it will recognize any purchaser at a foreclosure sale under any mortgage upon the Premises and shall recognize any such purchaser, any transferee that acquires the Premises by deed in lieu of foreclosure and the successors and assigns of such purchaser/transferees as its landlord for the unexpired balance (and any extensions, if exercised) of the term of this Lease upon the same terms and conditions set forth in this Lease.
  • The rights and interest of the Lessee under this Lease shall be automatically subject and subordinate to any lease of the Premises in connection with a sale and leaseback or any sublease of the Premises in connection with a lease and a subleaseback that may hereafter occur (such leaseback or subleaseback to be referred to in this Section as the “Primary Lease”), without the need for any further instrument or for the Lessor, or sublessor pursuant to such sale and leaseback or lease and subleaseback (such lessor or sublessor to be referred to in this Section as the “Primary Lessor”) to make an election, except that the Primary Lessor may elect to give the rights and interest of the Lessee under this Lease priority over the Primary Lease by notice delivered to the Lessee. In the event of such an election, and upon notification by the Primary Lessor to the Lessee to that effect, the rights and interest of the Lessee under this Lease shall be automatically deemed to have priority over the Primary Lease, without the need for any further instrument, whether this Lease is dated prior to or subsequent to the date of the Primary Lease. The Lessee shall execute and deliver whatever instruments may be required for any of the foregoing purposes forthwith upon demand, and in the event Lessee fails so to do within ten (10) days after demand in writing, without limiting the Lessor’s other rights on account of such failure, the Lessee does hereby make, constitute and irrevocably appoint the Lessor as its attorney-in-fact and in its name, place and stead so to do.
  • Estoppels.  Lessee shall, within ten (10) business days, upon request by Lessor, execute and deliver to Lessor a statement, or such other written declaration in recordable form as Lessor may reasonably request: (1) ratifying this Lease; (2) expressing the commencement and termination dates; (3) certifying that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writings as shall be stated, that all conditions under this Lease to be performed by Lessor have been satisfied; that there are no defenses or offsets against the enforcement of this Lease by Lessee or stating those claimed by Lessee; the amount of advance rental if any (or none if such is the case) paid by Lessee and the amount of security deposit, if any, deposited with Lessor; (4) acknowledging that Lessor’s interest has been assigned to Lender as security; (5) acknowledging that Lender has succeeded to the interest of Lessor; (6) certifying that Lessor is not in default under this Lease; (7) certifying that Lessee has not received notice of violation of any federal, state, county or municipal laws, regulations, ordinances, orders or directives relating to the use or condition of the Premises; (8) certifying that no hazardous wastes or toxic substances, as defined by all applicable federal, state, or local statutes, rules or regulations have been disposed, stored or treated on or about the Premises by Lessee; and (9) certifying that Lessee is authorized to execute the Estoppel. Such declaration shall be executed and delivered by Lessee from time to time as may be requested by Lessor. Lessor’s mortgage lenders and/or purchasers shall be entitled to rely upon the same.
  • Miscellaneous Provisions.  It is mutually covenanted and agreed by and between the parties as follows:
  • That this Lease shall be construed, enforced and governed in all respects by the laws of the State of Connecticut.
  • That the captions of the Sections of this Lease are inserted for identification and convenience only, and shall not govern the construction, nor alter, vary, or change any of the terms, conditions, or provisions of this Lease or any Section hereof.
  • Each provision herein shall be deemed separate and distinct from all other provisions, and if any one of them shall be declared illegal or unenforceable, the same shall not affect the legality or enforceability of the other terms, conditions, and provisions hereof, which shall remain in full force and effect.
  • The failure of either party to insist upon strict performance of any of the provisions of this Lease or to exercise any right herein conferred shall not be construed as a waiver for the future of any provision, but the same shall remain in full force and effect.
  • This Lease contains the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between said parties. Unless otherwise specifically provided herein, pronouns of any gender shall include the other gender wherever the sense of this Lease requires them to.
  • This Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Transmittal of the signatures of the parties hereto by facsimile shall be deemed as effective as an original signature thereon.
  • The Exhibit attached to the Lease is incorporated herein and made a part hereof, as though fully set out herein.
  • Any person, firm or corporation who may acquire an interest in the Premises leased hereby, or in the improvements thereon, shall take notice of all the terms and conditions set out herein as well as the covenants referred to herein, and shall be bound thereby.
  • This Lease is specifically conditioned upon the ability of Lessor to obtain all necessary and requisite licenses, permits and/or other authorization from the applicable city, state, and county authorities having jurisdiction over the Premises in order to operate a Boathouse.
  • Any structural, mechanical, electrical or other installations or any alterations required by statutes or regulations pertaining to air quality, environmental protection, provisions for persons with disabilities or other similar governmental requirements shall be the sole responsibility of Lessor.
  • In the event that either party institutes legal proceedings to enforce its rights hereunder, the prevailing party in such legal proceeding shall be paid all of the costs it incurs, including reasonable attorney’s fees.
  • Notices.  Any notice, report, request or demand required, permitted, or desired to be given under this Agreement shall be in writing and shall be deemed to have been properly served, for all purposes only if sent to the addresses of the parties set forth on page 1 of this Agreement by certified mail, return receipt requested, or a nationally-recognized overnight courier and shall be deemed to have been given or served only on the date received or rejected. Either party may, by such notice, designate a new or other address to which notice may be mailed.
  • Effective Date.  The Effective Date of this Lease shall be the latest date on which both Region 18 and the Town have executed this Lease as indicated below.  
        IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the dates set opposite the signatures of the parties.


In the presence of:                                             
                                                                LESSOR
TOWN OF OLD LYME


                                           ________     By                                              
                                           Date                 
        

                                                                                                        


                                                          LESSEE
                                                          REGIONAL SCHOOL DISTRICT NO. 18

                                           ________          By                                                 
                                           Date                 
                                                                
                                                                                                        
                                        


EXHIBIT A

Legal Description

        A certain piece or parcel of land, and all improvements thereon, within the area of land known as Hains Park, located at 166 Boston Post Road, in the Town of Old Lyme, County of New London and State of Connecticut, being that land situated under the boathouse, designated as “Boathouse Foundation (As Is)” on a map filed in the office of the Old Lyme Town Clerk, entitled "Map Showing A Portion of Property of Town of Old Lyme, Old Lyme, Connecticut April 18, 1988 Scale 1" = 20' prepared by Hendriks Associates, Old Lyme, Conn.



Attachment 2


MEMORANDUM OF AGREEMENT
between the
TOWN OF OLD LYME and REGIONAL SCHOOL DISTRICT NO. 18
THIS AGREEMENT is made as of the Effective Date (defined below), by and between REGIONAL SCHOOL DISTRICT NO. 18, a Connecticut corporation with an address of 53 Lyme Street, Old Lyme, Connecticut 06371 (hereinafter “Region 18”) and the TOWN OF OLD LYME, a Connecticut corporation with an address of 53 Lyme Street, Old Lyme, Connecticut 06371 (hereinafter the "Town").
W I T N E S S E T H:
        WHEREAS, the Town and Region 18 are the parties to a Lease Agreement dated June 1988 pertaining to a portion of Town-owned real property presently known as Hains Park and referred to as Haines Park therein (hereinafter the “1988 Lease”) which is attached as Exhibit A;
WHEREAS, on such Town-owned real property is situated a structure known as the boathouse which is personal property owned by Region 18 and used as a rowing facility ;
        WHEREAS, the Town has received a financial commitment from the Connecticut Department of Energy and Environmental Protection (hereinafter “CT DEEP”) of a  Small Town Economic Assistance Program (“STEAP”) grant (hereinafter the “STEAP Grant”) for the renovation and expansion of the boathouse as well as related work, including the installation of a new dock system and upgrades to the sanitary facilities at Hains Park;
        WHEREAS, the CT DEEP has conditioned the receipt of the STEAP Grant and its use for the renovation and expansion of the boathouse on the ownership of such structure by the Town; and
WHEREAS, by entering into this Memorandum of Agreement (hereinafter the “Agreement”), it is the intention of the parties that Region 18 shall convey title to the boathouse to the Town in order to permit the Town to renovate and improve the boathouse using the STEAP Grant, and that following completion of the renovation and improvement of the boathouse, the Town shall leaseback the renovated and expanded rowing facilities at Hains Park to Region 18, including both the boathouse and the portion of real property referenced in the 1988 Lease;
        NOW THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
  • Agreement to Convey.  Region 18 agrees to convey to the Town, and the Town agrees to accept such conveyance from Region 18, all in the manner and upon and subject to the terms and conditions set forth in this Agreement, the following property:
  • The structure known as the boathouse which is personal property owned by Region 18 together with all of its associated buildings and improvements, located on that certain piece or parcel of land located at 166 Boston Post Road, Old Lyme, Connecticut (hereinafter the "Boathouse"), which is more particularly described in the 1988 Lease which is Exhibit A hereto;
  • The privileges and appurtenances, and rights to the same, belonging to and inuring to the benefit of the Boathouse, (the items included in this subsection (b) are sometimes hereinafter collectively referred to as the "Appurtenant Rights"); and
All transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the Boathouse.
  • Consideration.  There shall be no monetary compensation exchanged between the parties for Region 18’s conveyance of the Boathouse to the Town. The parties acknowledge that each receive benefits by entering into this Agreement and that such benefits constitute full and adequate consideration. Additionally, any rights granted or relinquished by either party pursuant hereto, and the promises and covenants made by each party in exchange for such grants or relinquishments of such rights, shall constitute and full and adequate consideration.
  • Due Diligence.  By entering into this Agreement, the Town hereby waives any right to inspect, examine, and/or investigate the Boathouse, including but not limited to the environmental condition thereof, and to satisfy itself as to title, survey matters, zoning and other governmental regulations affecting the Boathouse after the Effective Date.  
  • Conveyance.  
  • As part and parcel of this Agreement, Region 18 and the Town shall execute a Termination of Lease, terminating the 1988 Lease. A copy of such Termination of Lease shall be attached to this Agreement as Exhibit B.
  • As part and parcel of this Agreement, Region 18 shall deliver to the Town, or the Town's nominee, a Quitclaim Deed to the Boathouse conveying title in and to the Boathouse and the Appurtenant Rights free and clear of all liens, encumbrances, restrictions, and tenancies, except those permitted under the terms of this Agreement. A copy of such Quitclaim Deed shall be attached to this Agreement as Exhibit C.
  • Continuing Use of Boathouse.  As part of this Agreement, the Town agrees that during the period of renovation and expansion of the Boathouse in connection with the STEAP Grant as contemplated by this Agreement:
  • District 18 or the Old Lyme Rowing Association , as determined between those entities, shall continue to own and hold title to all existing docks, exercise equipment, rowing equipment including rowing shells, oars, safety boats, motors and boat trailers, and other property or goods which are separate and distinct from the Boathouse and may or may not be stored or kept within the Boathouse or on the real property upon which the Boathouse is situated and which is the subject of the 1988 Lease (hereinafter the “Rowing Equipment”);
Region 18 shall be permitted to continue to utilize the Boathouse and the real property upon which it is situated and which is the subject of the 1988 Lease for the purposes for which it was used while the 1988 Lease was in effect which includes rowing activities. Region 18 shall continue to provide the supervision for its rowing activities and meets thereon and shall continue to notify the First Selectman of the Town of any rowing activities or meets involving more than two schools at least three (3) days in advance of such activity or meet. Region 18 shall continue to be permitted to keep and store the Rowing Equipment in the Boathouse and the real property upon which it is situated and which is the subject of the 1988 Lease for the purposes for which it was used while the 1988 Lease was in effect.
  • Region 18 shall continue to perform the obligations set forth under Paragraph 11 of the 1988 Lease as they pertain to its rowing activities on the leased premises, but shall not be responsible for providing insurance coverage or indemnification regarding the boathouse renovation and expansion project and any claims, risk, loss, damage, injury or other liabilities that may arise from such project. To the extent that claims may be made against Region 18 for any risk, loss, damage, injury or other liabilities that may arise from such project, including any tortious or negligent act on the part of the Town, its employees, agents, contractors, subcontractors or other third parties, the Town agrees to assume responsibility for any such risk, loss, damage, injury or other liabilities, hold Region 18 harmless, and indemnify Region 18.
  • Use of the Boathouse and the real property upon which it is situated and the storage of the Rowing Equipment thereon may be restricted as determined by the Town’s First Selectman, the project contractor, and the Superintendent of Schools of Region 18 together as safety concerns are addressed. In the event the First Selectman and the Superintendent of Schools shall be unable to agree on the timing of the restriction of the rowing facilities due to safety concerns, the First Selectman shall make the final determination.
  • Future Lease.  Within 30 days, unless extended by mutual agreement of the parties, of such time as a Certificate of Occupancy shall be issued by the Old Lyme Building Official, the parties shall enter into a new lease agreement, which shall be the Lease Agreement attached hereto as Exhibit D. By entering into this Agreement, the parties hereby agree to the terms and conditions of the new lease agreement as set forth in Exhibit D provided that nothing herein shall be construed to limit the parties’ opportunity to amend the new lease agreement as provided for therein in Exhibit D.
  • Condition of Premises; Representations.  This Agreement is entered into upon the knowledge and inspection of the Town as to the value and condition of the Boathouse and, except as set forth below, Region 18 makes no warranties, representations or promises whatsoever as to the character, quality, use, value, condition, occupation, or other matters relating thereto.  The Town agrees to accept the Boathouse in its present “as is” condition, reasonable wear and tear excepted.  Notwithstanding the foregoing, Region 18 represents and warrants to The Town that:
  • There is no action, suit, proceeding or investigation pending, or to the best of Region 18’s knowledge, threatened against the Boathouse or Region 18 before any court or governmental agency or instrumentality which, if adversely concluded, would adversely affect Region 18’s ability to perform its obligations hereunder or would adversely affect the Boathouse or its use or value.
  • Region 18 has (i) not entered into any material commitments or agreements with any governmental authorities or agencies affecting the Boathouse that are not a matter of public record in the Old Lyme Land Records, (ii) not received any written notice from any governmental authorities (x) that there currently is any pending condemnation or eminent domain proceeding relating to the Boathouse or any part thereof or that any such proceeding is currently contemplated, or (y) citing the violation of, or requiring the correction of any condition with respect to the Boathouse, or any part thereof, by reason of a violation of, any applicable federal, state, or municipal law, code, rule or regulation, or stating that any investigation has been commenced or is contemplated regarding any of the same.
  • There are no contracts or agreements relating to the operation or maintenance of the Boathouse, which cannot be terminated upon thirty (30) days’ notice, and there are no leases or occupancy agreements, oral or otherwise, of any portion of the Boathouse in effect as of the date hereof.
  • Region 18 has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Region 18’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Region 18’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Region 18’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.
  • Region 18 has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement.
  • Neither Region 18 nor any principal of Region 18 is other than a citizen of the United States of America.
  • The Town’s Representations.
  • The Town has full right, power and authority and is duly authorized to enter into Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement.
  • Neither The Town nor any principal of the Town is other than a citizen of the United States of America.
  • Default.  If the Town fails to perform any of the obligations herein imposed on it, and Region 18 is not in default, the Town shall forfeit all rights it may have to the Boathouse by virtue of this Agreement, and all rights and liabilities of the parties hereto by reason of this Agreement shall be deemed at an end.  If, as of the Effective Date, Region 18 shall have failed or refused to observe, fulfill or perform any of its covenants and obligations under this Agreement, or if any of the representations and warranties of Region 18 shall be in default, the Town shall have the right, at its option, in addition to whatever other remedies it may have, to either (i) seek a judgment of specific performance of Region 18's obligations under this Agreement, it being agreed that the Town has no adequate remedy at law; or (ii)  terminate this Agreement.  Upon notice of the Town’s termination, this Agreement shall become null and void and all parties hereto shall be released from any liability hereunder.
  • Survival, Succession and Assignment.  All representations and warranties by Region 18 and contained in this Agreement are intended to and shall remain true and correct as of the Effective Date, shall be deemed to be material, and shall survive the execution and delivery of this Agreement and the delivery of the deed and conveyance of title.  The rights and obligations contained herein shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.  The Town shall not be permitted, without the consent of Region 18, to assign this Agreement and all of its rights hereunder to any other person or entity.
  • Governing Law.  This Agreement shall be construed, enforced and governed in all respects by the laws of the State of Connecticut.
  • Captions.  The headings used herein are for identification and convenience only and shall not govern the construction, nor alter, vary, or change any of the terms, conditions, or provisions of this Agreement or any Section hereof.
  • Severability.  Each provision herein shall be deemed separate and distinct from all other provisions, and if any one of them shall be declared illegal or unenforceable, the same shall not affect the legality or enforceability of the other terms, conditions, and provisions hereof, which shall remain in full force and effect.
  • Nonwaiver.  The failure of Region 18 or the Town to insist upon strict performance of any of the provisions of this Agreement or to exercise any right herein conferred shall not be construed as a waiver for the future of any provision, but the same shall remain in full force and effect.
  • Entire Agreement.  This Agreement contains the entire agreement by and between the parties hereto affecting the Boathouse and supersedes any and all previous agreements, written or oral, between said parties and affecting the Boathouse. Unless otherwise specifically provided herein, pronouns of any gender shall include the other gender wherever the sense of this Agreement requires them to.
  • Counterparts/Execution by Facsimile.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Transmittal of the signatures of the parties hereto by facsimile shall be deemed as effective as an original signature thereon.
  • Exhibits.  The Exhibits attached to the Agreement are incorporated herein and made a part hereof, as though fully set out herein.
  • Notices.  Any notice, report, request or demand required, permitted, or desired to be given under this Agreement shall be in writing and shall be deemed to have been properly served, for all purposes only if sent to the addresses of the parties set forth on page 1 of this Agreement by certified mail, return receipt requested, or a nationally-recognized overnight courier and shall be deemed to have been given or served only on the date received or rejected.
  • Effective Date.  The Effective Date of this Agreement shall be the latest date on which both Region 18 and the Town have executed this Agreement as indicated below.  
        IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the dates set opposite the signatures of the parties.

In the presence of:                                             
                                                                TOWN OF OLD LYME


                                           ________     By                                              
                                           Date                 Bonnie Reemsnyder
        First Selectwoman

                                                                
                                           


                                                          REGIONAL SCHOOL DISTRICT NO. 18

                                           ________          By                                                 
                                           Date                 James Witkins, Chairman
                                                                Board of Education
                                                                
                                             



Attachment 3

Parks & Recreation Commission Comments to Proposed Hains Park Boathouse MOA and LEASE Agreement  between the Town of Old Lyme and Regional School District 18 – approved at July 7, 2016 PRC meeting


Summary of Key Issues:

  • The proposed Memorandum of Agreement (MoA), including the proposed LEASE Agreement (Exhibit D), do NOT appear to comply with the “Post Construction Requirements” for DEEP STEAP-funded PUBLIC OUTDOOR RECREATIONAL FACILITY (PORF), and therefore may jeopardize STEAP grant reimbursement of construction costs!
o See “Post Construction Requirements” in DEEP STEAP Grant “Reimbursement Package” - attached

  • See “Notes from Conversation” with DEEP STEAP representative, provided to BHPIC in May 2015
- attached

o       Some of the offending language: “Lessee [Region 18] shall have complete control over the use and operation of the Boathouse except as otherwise expressly stated in this Lease.”

  • Any proposed lease agreement for a DEEP STEAP-funded PORF should be submitted to DEEP for review and approval in advance, to avoid loss of STEAP fund reimbursement.
  • Without prior DEEP review and approval, the Town may be incorrect in stating that they are free to enter into these agreements.

  • The proposed LEASE agreement does NOT require Region 18 to continue to pay for any structural repairs for the Boathouse or property taxes, as it does now, and as promised to the community.
  • Having the Town now be responsible for all structural repairs does NOT align with promises made to the community that Region 18 would continue to incur costs for maintaining the Boathouse – as it does now – in return for continued use of the Renovated Boathouse after
completion of construction - funded exclusively by the State of CT and the Town of Old Lyme.

  • If the community must now incur these additional costs (in addition to the $405,000 that the Town has committed, plus $50,000 donated to the Town) then the Town should be allowed to either: 1) charge-back at least a portion of the Town-incurred costs associated with Boathouse maintenance and structural repairs to Region 18; or 2) increase the “Rent” paid by Region 18 from $1 per year to an amount that would cover a reasonable portion these costs (including long-term maintenance costs, such as roof replacement, etc., as well as taxes). This “Rent” can be defined as either a percentage of actual costs incurred each year, or the average amount of that percentage over a fixed period, to be revised and increased with inflation as appropriate.
  • The Proposed LEASE agreement (section 9a) states that Region 18 will be running a community rowing program for the public under the auspices of the Region 18 lease agreement.
  • P&RC would like an independent legal review of this clause, and related clauses. What is Region 18’s legal standing to run a community-based recreational program on Town property? How does this align with the Old Lyme Parks & Recreation Commission (PRC) legal remit to oversee and manage all Town-owned Parks and recreational facilities (e.g.: Hains Park) and all Parks and
Recreation Programs – similar to its oversight of STEAP-funded Town Woods Park and its uses.

  • Note: Parks and Recreation programs that occur on school property continue to be managed by the Parks and Recreation Department (e.g.: Summer programs) with oversight of PRC, and abide
by Region 18 rules and policies. When Region 18 uses Old Lyme Town Recreational Facilities for school programs, they must comply with Parks and Recreation Dept. rules and policies.


  • The proposed LEASE agreement makes no mention of use of the Hains Park Boathouse facilities by the Old Lyme Rowing Association (OLRA), which is involved with both the Region 18 High School rowing program and the community rowing program (an Old Lyme Parks and Recreation program), but they are briefly mentioned in the MoA. In none of the proposed documents is there is a description or definition of the roles and responsibilities of the OLRA, nor its relationships (formal or informal) with Region18, the Town of Old Lyme, and the Old Lyme Parks and Recreation Department and Commission – all of which must be clearly defined and made transparent.
o Oversight of a community rowing program should be under the Parks and Recreation Department and Commission, and would not appear to be in alignment with the purpose (and legal status) of a Regional School District.

o Note: Any past and current informal agreements between OLRA and Region 18 should be made public. And, importantly, any future agreements regarding the community rowing program proposed by the OLRA must be reviewed and agreed by the Town and the Parks and Recreation Dept. and Comm.

  • The agreements must also make clear that the Hains Park Docks are owned by the Town and are not being leased to Region 18. The Docks are for use of all visitors to Hains Parks.
  • The proposed LEASE agreement (MoA and other documents) must also make clear that Region 18, and any of its associates, must abide by all Town rules & regulations and polices for use of Hains Park (similar to other park visitors) which is overseen by the Parks & Recreation Department and the Parks and Recreation Commission. This includes following parking rules and committing to appropriate
communication with the Parks & Recreation Director.

o The PRC also recommends that the “3-day notification” for Region 18 events involving more than two schools be increased to minimum of two weeks, similar to other Hains Park event
requests.

o Increasing the proposed Region 18 “3-day notification” is particularly critical to allow adequate planning to address the numerous issues that have occurred when large rowing events have taken place at Hains Park – resulting in numerous complaints by the community. PRC also recommends that the Parks and Recreation Director be included as a contact on this request.

  • The proposed LEASE agreement appears to unnecessarily increase Region 18 control over a portion of real property (land) in Hains Park. Providing Region 18 a lease for a portion of real property in Hains Park made sense in 1988 when Region 18 was constructing a School-owned structure on Town property.
o However, now that the Town will own the Boathouse and the land, it seems inappropriate and unnecessary to provide Region 18 a lease (or any other rights) directly for a portion Town-owned land under the Boathouse. Instead, Region 18 is being provided a lease to make use of the new Boathouse - a Town-owned Public Recreational Facility located on Town property.

o Note: the portion of land described in the 1988 Lease Schedule A does not reflect the portion of land under the renovated Boathouse, because the new Boathouse has a substantially larger foundation than that of the 1988 Boathouse.


  • The proposed LEASE agreement appears to require that the Town bear the costs for implementing any future changes to zoning, building and health codes, applicable laws, rules, regulations, etc. – without specifying that this would only apply to those that are required to be implemented by law for a Town-owned PORF – as most are normally only required to be implemented when a significant capital improvement project is already planned to a Town-owned facility, and many are “grandfathered” as pre-existing.
o The final LEASE should confirm that the Town will NOT be required to incur any costs to make improvements that are not specifically required by law for a pre-existing Town-owned PORF. Note: STEAP Grant contract requires that the current project fulfill all existing requirements, so any related costs for the renovated Boathouse should be covered by the BHPIC budget.

o Importantly, the terms of the LEASE must also make clear that the Town will NOT incur any costs to implement changes to the Boathouse or Hains Park that would be mandated due to the leasing of the PORF by Region 18 School District (e.g.: school-mandated improvements). Any “school-mandated” costs are the responsibility of Region 18.

  • This lease agreement also appears to require the Town bear the full cost of making Hains Park and the Boathouse fully ADA compliant – for both current and future changes to the ADA requirements.
o Again, it is important to confirm that the Town will NOT be required to incur costs to make any improvements that are not required by law for an existing Town-owned PORF. Any costs for implementing additional ADA requirements due to leasing of the Boathouse to a Regional School District would be the responsibility of Region 18.

o Note: The STEAP Grant requires the PORF be fully handicapped accessible, so any costs associated with ensuring the current project is handicapped accessible must be part of the BHPIC budget.

Additional information related to DEEP STEAP Grant requirements issues:

  • DEEP STEAP Grant funds are for PUBLIC OUTDOOR RECREATIONAL FACILITY (PORF) only.
  • The DEEP STEAP “Reimbursement Package” for PORF states that STEAP Grant funds cannot be used for school facilities, which is one of the reasons Boathouse ownership needed to be transferred from Region 18 to the Town to allow STEAP funding.
  • The only “exception” being when the DEEP STEAP-funded PORF is located on SCHOOL-OWNED PROPERTY, in which case the School and Public can share the STEAP-funded facility, but specific times must be agreed and posted as to when the PUBLIC has access to the PORF located on SCHOOL PROPERTY.
  • School construction projects are funded by Bureau of School Construction.
  • A DEEP STEAP-funded PORF (on Town property) must be available to the public whenever it is open for use, and cannot be reserved for exclusive use by a school (e.g. Region 18).
Summary:

  • There are a number of significant issues identified in the MoA and related documents. These There are a number of significant issues identified in the MoA and related documents. These PRC comments focus primarily on the proposed Lease agreement (exhibit D), but these issues are not
exclusive to this document.

  • Some of these issues have the potential to jeopardize STEAP grant reimbursement for Town expenditures to the Boathouse/Hains Park Improvement Project.
  • The terms of these agreements also do not appear to take into account changes to the program since the STEAP grant was awarded back in 2013 – for example, a change in STEAP Contract Scope, the commitment of up to $405,000 in Town funds for the BHPIC project to supplement the STEAP
grant funds ($483,000), plus $50,000 in donations made to the Town to purchase new Docks.

o       Importantly, the docks are owned by the Town, and not Region 18 or OLRA as suggested in the MoA.

  • The terms of the proposed LEASE agreement would also result in significant increases to on-going costs to the Town related to the Boathouse – beyond what was promised to Old Lyme taxpayers
when an additional $405,000 in Town funds was approved to supplement the STEAP grant funds.

  • There is no transparency as to the Roles and Responsibilities of the OLRA, nor any past, or future, informal or formal agreements they have made, or propose to make, with Region 18.
  • The proposed agreements also appear to give too much control of Town land, facilities, and the community rowing programs to Region 18. This does not align with the roles of the Parks and Recreation Dept. and Commission, and requires an independent legal review.
  • Several other terms in the proposed documents also put the Town at significant financial, legal or ownership risks, and need to be addressed.
  • Note: Other less critical issues were also identified, but can be addressed after key issues are addressed in a revised set of proposed MoA agreement
Conclusions:

  • The Old Lyme PRC does not approve of the currently proposed MoA documents. In addition to the issues highlighted in the proposed LEASE agreement (Exhibit D), similar issues were also identified in several of the other MoA-related documents reviewed.
  • The Old Lyme PRC request funds to have an independent legal review of the proposed agreements related to Region 18 use of a Town-owned Boathouse and other Hains Park facilities, in the context of the DEEP STEAP grant requirements and the PRC Duties defined in Old Lyme Town Ordinance Section 20-8:
The responsibility for the management, control and development of the Town's recreational facilities and expenditures made in connection therewith is vested in a Parks and Recreation Commission.