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Home My WebLink AboutCleaves Point Property Owners Assoc. - Bulkhead Replacement r RESOLUTION 2023-1046 ADOPTED DOC ID: 19808 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-1046 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 19,2023: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to sign the Indemnity Agreement dated December 19, 2023 with Cleaves Point Property Owners Association in connection to the replacement of 110 linear feet of failing bulkhead located at on the east side of Gull Pond Inlet, as depicted by the site plan prepared by Howard W. Young of Young and Young Surveyors Inc, dated August 29, 2022, subject to the approval of the Town Attorney. Denis Noncarrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Brian O. Mealy, Councilman SECONDER:Sarah E.Nappa, Councilwoman AYES: Nappa, Doroski,Mealy, Doherty, Evans, Russell O�QS�FFO��a� 0 N � Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 RECEIVED MEMORANDUM DEC 27 2023 To: Denis Noncarrow, Town Clerk 19olufhold Torn Clerk From: Missy Mirabelli Secretary to the Town Attorney Date: December 27, 2023 Subject: Indemnity Agreement Between Town of Southold and Cleaves Point Property Owners Association With respect to the above-referenced matter, I am enclosing an original, fully executed Agreement for your records. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /mm Enclosures INDEMNITY AGREEMENT This INDEMNITY AGREEMENT entered into this_ft day of December, 2023 between the Town of Southold(hereinafter"Town"),a municipal corporation,with an address at 54375 Main Rd, Southold,New York and Cleaves Point Property Owners'Association(Cleaves Point POA)with a mailing address of P.O.Box 507,Greenport,New Yodc,11944 WHEREAS, Cleaves Point POA is the title owner of a waterfront parcel located at the east side of Gull Pond Inlet, Greenport,New York(SCTM No.1000-35-04-17) adjacent to an existing wood bulkhead owned by the Town of Southold. WHEREAS,the Town has determined that the said wood bulkhead is in a deteriorated condition requiring replacement in-place of approximately 110 linear feet of failing bulkhead on the east side of the Gull Pond Inlet, and will require a northern extension connecting same to an existing vinyl bulkhead owned by the Cleaves Point POA, in accordance with the site plan prepared by Howard W. Young,Young&Young Surveyors Inc, last dated August 29. 2022; WHEREAS, in order to conduct the work as described herein there will be trespass upon and over the aforesaid land owned by Cleaves Point POA. Specifically,the Town of Southold, its agents, contractors, invitees and/or employees and all vehicles,machinery and other devices required to conduct such work,will be caused to travel over and upon the said parcel and shall be caused to use, and in other ways, affect the lTnd owned by the Cleaves Point POA; WHEREAS,the Cleaves Point POA hereby consents to such use of the said parcel for this stated purpose for the minimum time period necessary to complete the required work, in exchange for certain terms, considerations and assurances; NOW THEREFORE,in consideration of the mutual covenants and conditions contained herein,The Town of Southold and Cleaves Point POA hereby agree as follows: 1.Indemnification: The parties shall fully defend, indemnify, and hold harmless each other from any and all claims,lawsuits,demands,causes of action,liability,loss,damage and/or injury,of any kind whatsoever(including without limitation all claims for monetary loss,property damage, equitable relief,personal injury and/or wrongful death),whether brought by an individual or other entity,or imposed by a court of law or by administrative action of any federal,state or local governmental body or agency,arising out of,in any way whatsoever connected to,any acts, omissions,negligence or willful misconduct on the part of the parties to this Agreement,their officers,owners,personnel,employees,agents,contractors, invitees,or volunteers .This indemnification applies to and includes,without limitation,the payment of all penalties,fines, judgments,awards,decrees,attorneys'fees,and related costs or expenses. 2. Permit requirements: The Town shall cause the repairs to be conducted in a workmanlike manner and in accordance with the Trustee's Permit and shall not cause any damage to the existing and adjacent lands or bulkhead when performing such work. 3.Insurance requirements: The Town of Southold is self-insured for any and all activities undertaken to complete the task described. 4.Authority to Enter Agreement:Each party warrants that the individuals who have signed this Agreement have the actual legal power,right,and authority to make this Agreement and bind each respective party. Further, it is affirmatively asserted that the Cleaves Point POA has authorized this activity and has directed its President to execute this Agreement on its behalf. 5.Amendment;Modification: No supplement,modification,or amendment of this Agreement shall be binding unless executed in writing and signed by both parties. 6.Waiver: No waiver of any default shall constitute a waiver of any other default or breach,whether of the same or other covenant or condition.No waiver,benefit,privilege,or service voluntarily given or performed by a party shall give the other party any contractual right by custom, estoppel, or otherwise. 7. Attorneys' Fees and Costs: If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing party, if any, shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that party is entitled. In the event that it is the subject of dispute,the court or trier of fact who presides over such legal action or proceeding is empowered to determine which party, if any, is the prevailing party in accordance with this provision. 8.Entire Agreement: This Agreement contains the entire agreement between the parties related to the matters specified herein, and supersedes any prior oral or written statements or agreements between the parties related to such matters. 9. Enforceability, Severability, and Reformation: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason,the remaining provisions or portions thereof shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable,but that by limiting such provision it would become valid and enforceable,then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the parties is to provide as broad an indemnification as possible under New York law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under New York law. 10. Applicable Law: This Agreement shall be governed exclusively by the laws of the State of New York, without regard to conflict of law provisions. 11. Exclusive Venue and Jurisdiction: Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the Supreme Court of County of Suffolk or such lower Court in the County of Suffolk that has jurisdiction over the issue litigated. Each party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue. 12. Signatures: This Agreement shall be signed on behalf of Southold Town by its Supervisor and on behalf of Cleaves Point POA by its President, and effective as of the date first written above. Town of Southold j~0 al - By: Scott . Russell. Town Sup 'sor Cleaves Point Property Owners' Association GA Rerisi,President