HomeMy WebLinkAboutTenforty Central LLC r
DENIS NONCARROW Town Hall,53095 Main Road P.O.
TOWN CLERK *of SDVjy Box 1179
Southold,New York 11971 Fax
REGISTRAR OF VITAL (631) 765-6145 Telephone(631)
STATISTICS MARRIAGE OFFICER 765-1800
RECORDS MANAGEMENT � t www.southoldtownny.gov
OFFICER FREEDOM OF
INFORMATION OFFICER ���11N".
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2025-773 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
OCTOBER 7,2025:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Albert J. Krupski, Jr. to enter into a Trustee Agreement with Tenforty Central LLC
for installation of a beach path at the Town road-end located at the terminus of Sound Beach
Drive, Mattituck,New York, at no cost to the Town, and subject to Town Attorney review.
Denis Noncarrow
Southold Town Clerk
RESULT: Adopted
MOVER: Councilman Mealy
SECONDER: Councilwoman Smith
AYES: Councilman Mealy, Councilwoman Smith, Councilwoman Doherty,
Justice Evans, Councilman Doroski, Supervisor Krupski, Jr.
NAYES: None
AGREEMENT
This AGREEMENT entered into this JU day of April,2026 between the Town of Southold
(hereinafter"Town"),a municipal corporation,with an address at 54375 Main Rd, Southold,New
York and Tenforty Central LLC,(hereinafter"TENFORTY'),a limited liability corporation with
offices located at 80 Dekalb Avenue,Apt 27F,Brooklyn,New York 11021.
WHEREAS,the TOWN maintains a road-end located at the terminus of Sound Beach Drive,adjacent to
open space and the Long Island Sound;and
WHEREAS, TENFORTY is the owner of a certain parcel known as 1940 Central Drive, Mattituck,New
York, in the Town of Southold, County of Suffolk and State of New York;further identified as SCTM
1000-106.00-0 l.00-027.000;and
WHEREAS, the TENFORTY property and the said TOWN property are contiguous and share a common
boundary line along a portion of the northeast lot line of the TENFORTY property and along a portion of the
northwest lot line of the TOWN property; and
WHEREAS,according to the survey made by Lenze Land Surveying dated December 11,2023, last revised
June 21,2024,a beach path presently exists from the road-end across the northeast portion of the
TENFORTY Property to the shore of the Long Island South(hereinafter"Beach Path");and
WHEREAS, concurrent with a certain development proposal at the TENFORTY parcel,the present owner
proposes to eliminate the said Beach Path at its present location and re-establish same in the adjacent open
space owned by the Town, lying between the road-end and the Long Island Sound; and
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 perform the required work,to be completed by May 1,2026,(to
be extended upon good faith request and for good cause shown for a period not to exceed 30 days), in
exchange for certain terms,considerations and assurances;
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein,the parties
to this Agreement hereby agree as follows:
1. TENFORTY,at its own cost and expense,through its agents,servants and/or employees,shall establish a
new 4'wide beach path from the Town road-end to the Long Island Sound,as marked-out and determined by
the Board of Trustees or their designee.In this regard,the Trustees agree to provide such direction,upon
reasonable notice of TENFORTY not less than 10 days prior to the commencement of the work. All work
shall be performed to the reasonable satisfaction of the Board of Trustees.
2. TENFORTY,its agents,servants and/or employees shall utilize reasonable commercial efforts to
transplant all native vegetation removed from the area of the newly established beach path to the former beach
path and shall utilize reasonable commercial efforts to keep the transplanted vegetation alive.In no event will
TENFORTY guaranty the health or continued vitality of the vegetation to the transplanted. The failure of any
or all vegetation to survive shali not be considered a default in this Agreement.
3. Indemnification: TENFORTY shall fully defend, indemnify, and hold harmless the Town, its
officers,officials, board members and employees(collectively, 'Indemnitees')from and against
any and all claims, actions, damages, liability, fines; penalties,judgments,awards,decrees,reasonable
�i�,
attorneys'fees ,costs and disbursements arising out of or in connection with TENFORTY's performance
of services under this Agreement,including but not limited to the creation of the beach path, movement of
vegetation,site preparation,grading,use of tools,equipment, and machinery,and any conditions arising
therefrom, if such claims arise during the completion o€TENFORTY's work,to the extent solely caused
by the acts or omissions of TENFORTY, its officers,employees,agents, servants,subcontractors,or sub-
consultants of any tier.Nothing herein shall require TENFORTY to indemnify the Indemnitees for claims
arising from the negligence or intentional misconduct of the Town, its officers, or employees,including to
the extent prohibited by applicable law, including N.Y. General Obligations Law § 5-322.1. The Town
Engineer or their designee can inspect and accept the beach path,at which point liability can be severed.
4. Permit requirements: TENFORTY shall apply for and obtain any reasonably required
permit as determined by the Board of Trustees and shall comply with all reasonable and
customary conditions imposed. All work shall be conducted in a workmanlike manner and
in accordance with the Trustee's Permit and shall not cause any unnecessary damage to the
Town owned lands. Further,TENFORTY shall remedy all disturbed areas caused by human
and machinery traffic traversing the TOWN parcel. In the event that any existing vegetation
is affected, TENFORTY shall re-vegetate all disturbed areas with native plants, at the
direction and to the reasonable satisfaction of the Town Trustees.
5. Insurance requirements: TENFORTY and all other entities performing work while on
lands of the TOWN shall procure general liability and worker's compensation insurance
naming the Town as a Certificate Holder and Additional Insured with minimum limits of
One Million($1,000,000.00)dollars.
6. 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.
7. Amendment;Modification: No supplement,modification,or amendment of this Agreement shall
be binding unless executed in writing and signed by both Parties.
8: 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.
9. 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.
10. 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.
11. 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.
12. Applicable Law: This Agreement shall be governed exclusively by the laws of the State
of New York,without regard to conflict of law provisions.
13. 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.
14. Signatures: This Agreement shall be signed on behalf of the TOWN by Albert J.
Krupski, Town Supervisor and on behalf of TENFORTY by Claudio Conter, as authorized
signatory of HDCG Long Island LLC, Managing Member of TENFORTY, and effective as
of the date first written above.
Town of Southold Tenforty Central LLC
By: Albe t J Krupski, Jr, 'B ."�audioCounur,
Town Supervisor Authorized Signatory of HDCG Long Island
LLC, Managing Member