HomeMy WebLinkAboutChesterfield Associates - Klipp Park Temporary Usage DENIS NONCARROW r Town Hall,53095 Main Road P.O.
TOWN CLERK '6pfSGUry Box 1179
0 L 4� Southold,New York 11971 Fax
REGISTRAR OF VITAL
(631) 765-6145 Telephone(631)
STATISTICS MARRIAGE OFFICER 765=1800
RECORDS MANAGEMENT o www.southoldtownny.gov
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INFORMATION OFFICER
i
OFFICE OF THE TOWN CLERK
(TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2026-116 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JANUARY 27,2026:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Albert J. Krupski, Jr. to execute an Indemnity Agreement dated January 27, 2026,
between the Town of Southold and Chesterfield Associates, Inc. for the purpose of allowing
Chesterfield Associates, Inc.to temporarily utilize the Town parcel located at Norman E. Klipp
Marine Park to stage materials and equipment that will be transferred by barge in conjunction
with the restoration project to be performed at Long Beach Bar"Bug" Lighthouse, subject to any
requirements of the Town Trustees and subject to the approval of the Town Attorney.
Denis Nonearrow
Southold Town Clerk
RESULT: Adopted
MOVER: Justice Stevens
SECONDER: Councilman Mealy
AYES: Councilman Mealy, Justice Stevens, Councilwoman Doherty,
Councilwoman Smith, Councilwoman Suess, Supervisor,Krupski, Jr.
NAYES: None
Page 26 of 40
INDEMNITY AGREEMENT
This INDEMNITY AGREEMENT entered into this_7 day of January, 2026 between the Town
of Southold(hereinafter"Town"),a municipal corporation,with an address at 54375 Main Rd,
Southold,New York and Chesterfield Associates, Inc.(hereinafter"Chesterfield")with a principal
business address located at 56 South Country Road, Westhampton Beach,New York 11978,with a
mailing address of P.O.Box 1229, Westhampton Beach,New York 11978.
WHEREAS,the Town of Southold is the owner of a parking lot at Norman E. Klipp Marine Park located
at 3303 Manhanset Avenue, Greenport,New York, adjacent to Gull Pond;and
WHEREAS, Chesterfield has been engaged as the contractor for a restoration project for the renovation
of the Long Beach Bar"Bug"Lighthouse,which is scheduled to take place between February 1,2026
and April 30,2026; and
WHEREAS, Chesterfield has established to the satisfaction of the Town Board of the Town of
Southold that in order to conduct the work as described herein, staging of materials and equipment will
be required to facilitate transport by barge and that the optimal location for such staging is the parking
lot located at Norman E. Klipp Marine Park. The materials are described as multiple tons of rock and
timber and associated equipment, including a barge to be moored in Gull Pond, all to be utilized in
conjunction with the work to be performed.
WHEREAS,the staging of said materials will result in trespass upon and over the aforesaid parking
lot owned by the Town of Southold. Specifically, Chesterfield, its agents, contractors, invitees and/or
employees, in addition to all vehicles, machinery and,other devices required to conduct such work,will
be caused to travel over and upon the Town parcel and shall be caused to use, and in other ways, affect
the land owned by the Town of Southold; i
WHEREAS,the Town of Southold hereby consents to such use of the Town 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,
Southold and Chesterfield hereby agree as follows:
1. Location of Staging-The location of equipment and staging of materials shall be as directed
by the Southold Town Trustees, Department of Public Works and any other involved
department or agency of the Town. Chesterfield agrees to be bound by such direction.
Permission for use of the Town parcel is conditioned upon compliance with this paragraph. The
Town may revoke the permission granted under this Agreement at any time, for any reason on
10 days written notice to Chesterfield.
2. Indemnification: Chesterfield shall fully defend, indemnify,and hold harmless the Town of
Southold 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 Chesterfield,its 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,and any reimbursements to Southold for all legal fees,expenses,
and costs incurred by it.
3.Permit requirements: Chesterfield shall make application for any required permits and
shall comply with any and all conditions imposed by the Southold Town Trustees or any other
department or agency of the Town. Further, Chesterfield shall remedy all disturbed areas
caused by human and machinery traffic traversing the Town parcel and staging of materials and
shall leave said areas in the same, if not better, condition than originally found. In the event
that there is damage to any asphalt area or to any existing vegetation, Chesterfield shall repair
and restore said areas and re-vegetate all disturbed areas with native plants, at the direction and
to the satisfaction of the Town Trustees.
4. Insurance requirements: Chesterfield and all other entitles performing work while on
lands of the Town of Southold shall procure general liability and worker's compensation
insurance naming the Town of Southold as a Certificate Holder and Additional Insured with
minimum limits of Two Million($2,000,000.00) dollars.
5.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.
6.Amendment; Modification: No supplement,modification,or amendment of this Agreement shall
be binding unless executed in writing and signed by both Parties.
7.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.
8.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.
9.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.
10.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.
11.Applicable Law: This Agreement shall be governed exclusively by the laws of the State of
New York,without regard to conflict of law provisions.
12.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.
13. Signatures: This Agreement shall be signed on behalf of Southold Town by Albert J.
Krupski,Town Supervisor and on behalf of Chesterfield by Louis Caglianone,Project
Manager, and effective as of the date first written above.
Town of Southold Chesterfield Associates,Inc.
By: Albert J Krupski,Jr, By: Xlexander Allan
Town Supervisor President