HomeMy WebLinkAboutI - 12 C'Ville, LLC Access Indemnity AgreementACCESS AND INDEMNITY AGREEMENT
THIS ACCESS AND INDEMNITY AGREEMENT (the "Agreement") is entered into as of
April 4p''', 2020 (the "Effective Date"), by and between C'Ville, LLC, a New York limited
liability company with an office at 2394 US Route 11, Lafayette, New York ("C'Ville") and the
Town of Cortlandville, a municipal corporation with offices at 3577 Terrace Road, Cortland,
New York (the "Town").
WHEREAS, C'Ville is the owner of certain real property on the northerly side of Byrne Hollow
Crossing in the Town of Cortlandville, County of Cortland, New York, being Tax Parcels
105.00-03-23.000 and 105.00-03-25.000 (the "Property"); and
WHEREAS, the Town desires access to the Property during the Term, as defined herein, for the
purpose determining the desirability and feasibility of constructing a wellhead on the Property,
including the drilling of test wells; and
WHEREAS, C'Ville is willing to grant the Town a temporary license for such access and
activities subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1. Access to Property. C'Ville hereby grants the Town and its duly authorized agents and
employees, the right, at reasonable times after the date of execution hereof, to enter upon the
Property to Investigate soil and groundwater, including, but not limited to, the installation of soil
borings, test pits and/or temporary groundwater wells, the use of geophysical equipment, the use
of drilling equipment, the logging, gauging and sampling of wells, video taping, preparation of
site sketches, taking photographs, any testing or sampling of groundwater, soil, surface water,
sediments, air, soil vapor or other material deemed appropriate by the Town (collectively, the
"Activities"). test, drill, excavate (the "Equipment"). The size, weight and number of pieces of
equipment to be used in carrying out the Activities shall be agreed upon between the parties
prior to the Town accessing the Property hereunder.
2. Insurance.
a) The Town shall maintain during the term of this Agreement, and cause any contractors or
subcontractors which enter the Property to maintain during the term of this Agreement, insurance
coverage as follows: (i) employers liability, worker's compensation and unemployment insurance
equal to those coverages or liability amounts required in the State of New York; and (ii) broad
form Commercial General Liability insurance with bodily injury, property damage, and
contractual liability, in an amount of at least $1,000,000 per occurrence, $2,000,000 in the
aggregate.
b) With the exception of workers' compensation and employer's liability coverages, the
Town and any of the Town's contractors or subcontractors which enter the Property shall name
C'Ville as an additional, primary insured on all such policies for the term of this Agreement, and
provide C'Ville with certificates of insurance evidencing such coverage, together with the
required policy endorsements confirming such coverage under the insurance policy.
3. Repairs. The Town shall promptly repair any damage caused by the Town, its agents,
employees, contractors or subcontractors in the course of its entry upon the Property and the
Town shall promptly return the Property, as nearly as reasonably possible, to the condition in
which it existed prior to such entry at no cost whatsoever to C'Ville.
4. Termination. The term of this Agreement shall begin on the Effective Date and terminate
on June 30, 2022 unless otherwise agreed by the parties.
5. Indemnification. The Town shall defend, indemnify and hold C'Ville harmless from
and against any and all losses, expenses, claims, suits, actions, debts, costs, charges or damages
(including court costs and reasonable attorneys' fees) caused by or resulting from the Town's
entry upon the Property, including, without limitation, claims for personal injury and damage to
the Property. The terms and conditions of this Section 5 shall survive termination of this
Agreement.
6. Miscellaneous Provisions
a) Section headings are inserted for the convenience of the parties and may not be used
as a means of interpreting this Agreement.
b) This Agreement shall be binding upon and inure to the benefit of the parties hereto,
their respective legal representatives, heirs, executors, administrators, successors and assigns.
c) There are and were no verbal or written representations, agreements, or promises
pertaining to the subject matter of this Agreement not incorporated in this Agreement.
d) If for any reason any provision hereof shall be inoperative, the validity and effect of
all other provisions shall not be affected thereby.
e) The waiver by any party hereof of any breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.
I) If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or
obtain relief from a default in the performance the obligations under this Agreement, the
prevailing party shall be entitled to recover all of such party's attorneys' fees incurred in each
and every such action, suit, arbitration or other proceeding, including any and all appeals
therefrom.
g) This Agreement shall be governed and construed in accordance with the laws of
the State of New York. In the event a civil proceeding is commenced as a result of a dispute
arising out of this Agreement, the parties hereto consent to the jurisdiction of Courts of Cortland
County, New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of
the day and year fast written above.
C'Ville, LLC
Town of CortIandville
By: By: