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Home My WebLink AboutL 12925 P 457 Illlll 1111!IIIII IIII!11! SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 08/16/2017 Number of Pages : 67 At: 03 :19 :52 PM Receipt Number : 17-0141565 TRANSFER TAX NUMBER: 17-022$6 LIBER: D00012925 PAGE : 457 District: Section: Block: Lot: 1001 007 .00 04 . 00 000 .000 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $0 . 00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $335 . 00 NO Handling $20 . 00 NO COE $5 . 00 NO NYS SRCHG $15 . 00 NO TP-584 $5 . 00 NO Notation $0 . 00 NO Cert.Copies $0 . 00 NO RPT $200 . 00 NO Transfer tax $0 . 00 NO Comm.Pres $0 .00 NO Fees Paid $580 .00 TRANSFER TAX NUMBER: 17-02286 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County ❑1 /. RECORDED (_ ,2017 Aug 16 03:19:52 P-M Number of pages {{UU JUDITH A. PASCALE CLERK OF This document will be public t SUFFOLK COUNTYL D00012925 record. Please remove all P 457 Social Security Numbers DT# !7-a2286 prior to recording. Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 1 FEES Page/Filing Fee Mortgage Amt. Handling 20. 00 1.Basic Tax 2. Additional Tax TP-584 Sub Total Notation Spec./Assit. or EA-52 17(County) Sub Total Spec./Add. EA-5217(State) TOT.MTG.TAX R.P.T.S.A. '2Oo� Dual Town Dual County Held forAppointment Comm.of Ed. 5. 00 Transfer Tax Affidavit ;' Mansion Tax Certified Copy The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 family dwelling only. Sub Total YES orNO Other Grand Total If NO, see appropriate tax clause on page q oItis instr ent. 4 1 Dist. 1 34513835 1.001 00700 0400 000--OW 5 Community Preserva?o Fund TaxlServc e' R CWH AII{IIIItl�llllt�1�IEiIIlI1�i�I»Iii Consideration Amount$ Agency16-AUG-17 CPF Tax Due $ Verification J Improved Satisfactions/Discharges Releases List Property Owners Mailing Address 6 R CORD&RETURN TO: Vacant Land 1 st Equity Title and Closing Services Attn:Andrew Ricci TD 538 Broadhollow Road, Suite 315 TD Melville, NY 11747 TD Mail to:Judith A. Pascale,Suffolk County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name 1st Equity Title&Closing Services www.suffolkcountyny.gov/clerk Title a FE-1 15112-S $ Suffolk County Recording & Endorsement Page This page forms part of the attached Utility Easement Agreement made by: (SPECIFY TYPE OF INSTRUMENT) Village of Greenport The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of Southold Long Island Lighting Company DIB1A LIPA In the VILLAGE or HAMLET of Greenport BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over Utility Easement Agreement This Utility Easement Agreement (the "Agreement"), made and dated the day of May, 2017, by the Village of Greenport (the "Grantor"or the "Village") with offices located at 236 Third Street, Greenport, New York 11944, and LONG ISLAND ELECTRIC UTILITY SERVCO, LLC ("Servco") as agent of and acting on behalf of LONG ISLAND LIGHTING COMPANY D/B/A LIPA ("LIPA " or"Grantee") with offices located at 333 Earle Ovington Boulevard, Uniondale, New York 11553, as follows; WITNESSETH WHEREAS, the Grantor is the owner of the property described or indicated in Exhibit A annexed hereto and made a part hereof, which property is known as Fifth Street, Village of Greenport, New York 11944 (the "Village Property"); and WHEREAS, Pursuant to the Amended and Restated Operations Services Agreement, dated as of December 31, 2013, as it may be restated, amended, modified, or supplemented from time to time ("A&R OSA"), between LIPA and PSEG Long Island LLC ("PSEGLI")through its operating subsidiary, Servco, has assumed managerial responsibility for the day-to-day operations and maintenance of, and capital investment to, the electric transmission and distribution system owned by LIPA ("T&D System") as of January 1, 2014, and among the services to be provided under the A&R OSA, Servco will manage, act as agent of and on behalf of certain LIPA owned real estate; and WHEREAS Accordingly, Servco will administer this Agreement and shall be LIPA's representative in all matters related to this Agreement, including any attached Schedules and Exhibits as applicable. LIPA, as the principal, shall have ultimate, final and full liability for the obligations imposed hereunder on LIPA and Servco, including responsibility for any and all sums 1 �i due and owing Grantor, and Servco, PSEGLI and their respective affiliates, shareholders, officers and employees shall have no obligations to pay Grantor for sums due under or related to this Agreement. PSEG LI, Servco and LIPA shall be collectively referred to as "LIPA Parties" under this Agreement; and WHEREAS the Grantor agrees to declare and grant to the Grantee a nonexclusive easement for a term described herein, pursuant to the terms and conditions of this Utility Easement Agreement in the area described in Exhibit B attached hereto and made a part hereof (the "Utility Easement Area"), that area being a portion of Fifth Street, and the Grantee agrees to accept that nonexclusive easement for the term described herein, pursuant to the terms and conditions of this Utility Easement Agreement; and WHEREAS the Grantor and SERVCO as agent and acting on behalf of LIPA have simultaneously entered a Temporary Construction Access License Agreement between the Grantor and SERVCO as agent and acting on behalf of LIPA whereby the Grantor agrees to provide SERVCO as agent and acting on behalf of LIPA with temporary construction access license; and WHEREAS the Grantor hereby grants LIPA, and LIPA accepts from Grantor, an easement, pursuant to the terms and conditions herein; IT IS THEREFORE covenanted and agreed as follows: 1. Grant of Easement. 1.1 Utility Easement. The Grantor, for itself and its successors and assigns, hereby conveys and grants to LIPA, and its successors and assigns, a non-exclusive easement (the "Utility Easement") under, in, along, and across the property described on the attached and incorporated Exhibit B (the 2 "Utility Easement Area") solely for the lawful construction, installation, maintenance, operation, repair, replacement and use of an underground electric line (the "improvements"), and for access to the Utility Easement Area that is depicted generally on the attached and incorporated Exhibit B, and for no other use. 1.2. Reservation by Grantor/Non-Exclusive Use. All right, title and interest in and to the Utility Easement Area under this Agreement which may be used and enjoyed without interfering with the rights conveyed by this Agreement are reserved by the Grantor, provided, however, that the Grantor shall not enact or maintain any improvements which may cause damage to or interfere with the improvements to be placed within the Utility Easement Area, or develop, landscape or beautify the Utility Easement Area in a way which would unreasonably or materially interfere with the Grantee's permitted use of the Utility Easement Area. The Easement shall be non-exclusive to the Grantee and shall not . restrict nor preclude the Grantor hereof from granting any other non-exclusive easements to any other persons so long as any such non-exclusive easement does not conflict or interfere with the rights granted to the Grantee hereof or otherwise endanger Grantee's underground property and electrical service. 1.3 Reservation by Grantor/Grantor's Existing Equipment and Facilities. Grantee acknowledges that Grantor owns, maintains, and operates an existing municipal water and sewer system and that there is already equipment for these systems that is located in the Utility Easement Area, and Grantee acknowledges and agrees to the continued existence of the Grantor's equipment in the Utility Easement Area, and that the Grantor may operate, repair, maintain and or replace the Grantor's equipment in the Utility Easement Area, or place other equipment in the Utility Easement Area that does not interfere with the Grantee's use of the 3 Utility Easement Area as provided in this Agreement. Grantee agrees not to take any act regarding the Grantee's equipment or use of the Utility Easement Area that would damage, interfere or endanger the Grantor's equipment or the use or operation thereof. 2. - Purpose and Limited Use of Easement. 2.1 Use. The purpose and use of the Utility Easement shall be to construct, install, operate, maintain, inspect, test, repair, replace and/or remove a portion of an underground electric distribution cable which shall run from the LIPA Southold substation to a point on Shelter Island only. 2.2 Distribution Equipment Onl . LIPA and or its successors in interest may place a conduit and manhole system only in the Utility Easement Area that consists of and is of sufficient size and design to hold three (3) 13kv electric distribution lines; provided, however, Grantee shall be permitted only to utilize one (1) 13kv circuit energized at a time. Initially, LIPA and or its successors and or assigns shall place and use a 13 kv electric distribution circuit in the conduit and specifically shall not place or install an electric transmission line in the conduit or the Utility Easement Area during the term of this Utility Easement Agreement and any extensions thereto. 2.3 End of Useful Life. In the event that any distribution line is no longer functional or is nearing the end of its useful life or another distribution line is needed for increased load, then LIPA, on not less than 30 days prior written notice to the Village, may install another distribution circuit, or its equivalent, in the conduits provided only one distribution circuit is operated at a time. 3. Term of the Utility Easement. 4 3.1 Initial Term. The Utility Easement shall commence on the effective date of this Agreement and shall have an initial term of fifty (50) years from the effective date of this Agreement. 3.2 Renewal Terms. LIPA shall have the right to exercise three (3) renewal options to renew the term of the Utility Easement for three consecutive (3) renewal terms of fifty (50) years each. 3.3 Exercise of an Option for a Renewal Term. LIPA may exercise an option for a renewal term by notifying the Village of Greenport, Attention Village Clerk, at it offices, currently located at 236 Third Street, Greenport, New York 11944, in writing, by certified mail return receipt requested, regular mail, and electronic mail, not less than one (1) year prior to the expiration of the initial term, or each renewal term of the Utility Easement, 4. Consideration. 4.1, Consideration to be Paid by LIPA. A. Consideration for the Initial Fifty Year Terni. I. The consideration to be paid by LIPA for the first fifty (50) year term of the Utility Easement shall be thirty thousand dollars ($30,000). 2. The consideration of thirty thousand dollars ($30,000) shall be nonrefundable and shall be paid to the Village of Greenport upon the execution and delivery of this Easement Agreement. B. Consideration for the Renewal Terms. 1. 5 I. The consideration for each of the renewal terms shall be the then fair market value of the Utility Easement for each of the renewal term as determined by an independent, qualified third party appraiser with such appraiser to be by mutually agreed to by the parties. 2. The consideration for the renewal term shall be nonrefundable and shall be paid to the Village on or prior to the date of the commencement of each renewal term of the Utility Easement Agreement. 5. Default and Termination, Abandonment. A. Upon default by either party on the party's obligations hereunder, or the failure of a party to fulfill its obligations in a timely manner, the non-breaching party shall notify the other party in writing of the nature of the breach or default of this Agreement. The breaching party shall have thirty (30) days from the receipt of this written notice in which to cure or utilize best efforts to commence to cure any such violation. If the violation cannot be reasonably cured within said thirty (30) day period, and the breaching party has diligently pursued such remedy as shall be reasonably necessary to cure the violation, then the parties may agree in writing, provided both parties agree, to an extension of the period in which the violation must be cured. B. If the breaching party has not cured any such violation as specified in the written notice within the time provided by the notice or any extension to that time agreed to in writing by the non-breaching party, then the non-breaching party, at its sole option, shall have the right to terminate this Agreement by sending a written "Notice of Termination" to the breaching party, with the termination date to be not less than fifteen days from the date of mailing of the Notice of Termination. The Notice of Termination shall be effective for all purposes when deposited in the United States Mail, by certified mail, return receipt requested and regular mail. "6 C. If LIPA defaults under this Agreement, beyond any applicable notice, grace and/or cure period, upon LIPA's receipt of the Notice of Termination via U. S. Mail, the Village may initiate legal proceedings against LIPA to assume control and possession of the Easement Property Area. D. Upon,an abandonment of the Easement (an abandonment under this Easement Agreement being a discontinuance of the use of the equipment in the easement for a period of one hundred eighty (180) continual days, or of the project for which the easement is being used as provided in the Temporary Construction Access License Agreement), the Village may serve a Notice of Abandonment in the same manner and procedure as a Notice of Default as provided in this Section 5.0, and then serve a Notice of Termination, terminating the Agreement and the Easement subject to a tolling occasioned by any forcemajeure event, provided, however, no greater than one (1) calendar year. E. A default or breach of the Temporary Construction Access License Agreement (Exhibit C) shall be a default or breach of this Utility Easement Agreement. 6. Restoration and Permits. 6.1 Restoration. A. Restoration of Surface Area. In addition to the Grantee's obligations under the Construction Access Agreement, in the event that after the completion of the required repaving, the surface of any portion of the Utility Easement Area is disturbed solely by the Grantee's exercise of any of its easement rights under this Agreement, then the Grantee shall restore such area to the condition in which it existed at the commencement of such activities within thirty (30) days of notification as provided herein subject to tolling occasioned by any force majeure related event by each 7 calendar work day of each force majeure event not to exceed ninety (90) days inclusive of such force majeure event. B. Restoration on Expiration or Termination. On the occurrence of the expiration of this Utility Easement Agreement or in the event that the Utility Easement Agreement is terminated due to default, abandonment or agreement of the parties, prior to the expiration of its term, Grantee shall remove Grantee's electric lines and cables from the Utility Easement Area, except that the Grantee shall, after removing all Grantee cabling and equipment, abandon the conduit and manholes for use by the Grantor, and restore the-Utility Easement Area to the condition in which it existed prior to the date of this Agreement except that the remaining Grantee equipment shall become the property of the Village of Greenport. 6.2. Permits. LIPA shall be responsible to obtain and maintain any and all permits that are required for the work contemplated in this Agreement including but not limited to required permits from the United States Army Corps of Engineers, New York State Department of Environmental Conservation, Public Service Commission, Metropolitan Transportation Authority, if any and to the extent applicable. 7. Temporary Construction Access License Agreement. A. The Village of Greenport and LIPA shall simultaneously entered into a Temporary Construction Access License Agreement, a copy of which is annexed as Exhibit C hereto, whereby the Village of Greenport grants access to LIPA to perform construction for the installation of a conduit and manhole system, the aforementioned distribution line, and other 8 electrical equipment, on a temporary basis, for consideration, and subject to the terms and conditions of that Temporary Construction Access License Agreement. B. The granting of this Utility Easement is subject to the compliance by LIPA and or its successors with the payment of the consideration and compliance with the other terms and conditions of the Temporary Construction Access License Agreement, and the Grantor and the Grantee agree that the failure by LIPA to pay the consideration due under the Construction Access Agreement or to fully comply with the material terms and conditions of the Temporary Construction Access License Agreement shall be a material breach of the terms and conditions of this Utility Easement Agreement whereby the Village of Greenport, on thirty days prior written notice, beyond any grace and/or cure period, may terminate this Utility Easement Agreement. 8. Abandonment of Pro'ect or Easement by LIPA. Abandonment of the Easement for purposes of this Agreement shall be either an abandonment of the Project as defined in the Temporary Construction Access Agreement or as defined in 5.0(D) above, then the Village of Greenport may serve a Notice of Abandonment and Notice of Termination as provided in Section 5.0 above. 9. Insurance. 9.1 LIPA shall procure and maintain, at its own expense, and without any expense to the Village, to remain in effect for the entire term and renewal terms of this Agreement, insurance for damages imposed by law, of the kinds and in amounts hereinafter provided, by insurance companies authorized to do such business.in the State of New York covering all operations during the Temporary Construction Access License Agreement and Utility Easement Agreement or any other time that the Grantee or LIPA shall access the Utility Easement Area to 9 repair, maintain or replace equipment as provided herein. All insurance provided herein shall name the Village of Greenport as additional insured and the Grantee shall provide the Village with the endorsement page of the insurance policy indicating compliance with the required coverage to the Village at the time of the execution of this Agreement, of not less than the following types and amounts: A. Workman's Compensation in accordance with the laws of the State of New York, covering the Grantee and its Contractors and Subcontractors for all operations under this Agreement. B. New York State Disability insurance in accordance with the laws of the State of New York covering the Grantee and its Contractors and Subcontractors for all operations under the Agreement. C. Liability and Property Damage Insurance with limits of not less than: Bodily injury each occurrence: $1,000,000 Per Annum Aggregate $ 5,000,000 Liability property each occurrence: $2,500,000 Per Annum Aggregate $10,000,000 General Liability Insurance each occurrence: $2,500,000 Per Annum Aggregate $10,000,000 D. Certificates and policies shall provide that coverage may not be canceled or changed without thirty (30) days prior notice to the Village. LIPA and LIPA's Contractors and Subcontractors shall be responsible for protection against vandalism, theft or malicious mischief of all of LIPA's work, materials and equipment at all times from the start to the completion of the work. The Village will not have any responsibility for or be under any obligation to reimburse LIPA, or any of its contractors or subcontractors for any losses which may be due to vandalism, theft or malicious mischief occasioned by such party. E. LIPA shall be permitted to self-insure its obligations hereunder. 10 9.2 Term of Liability Insurance. The liability insurance specified by 9.1 above shall remain in effect during the term and renewal terms of the Utility Easement Agreement. 9.3 Adjustments to Type and Amount of Coverage. The parties must by mutual agreement adjust the type and amount of insurance required due to market changes, and the amount of the insurance coverage provided shall be adjusted, in writing, on not less than each applicable ten (10) year anniversary of date,of the execution of this Utility Easement Agreement to reflect changes in the consumer price index. 10. General Provisions. 10.1 Covenants Running with the Land. The parties to this Agreement acknowledge and agree that the easement and other rights conferred by this Utility Easement Agreement are intended to, and shall, run with the land and shall inure to the benefit of and be binding upon the parties and their respective grantees, heirs, successors and assigns. 10.2 Assignment. Except to an affiliate, subsidiary, Agent, as such term is defined in the OSA, successor or heir, the Grantor and the Grantee specifically agree, that this Agreement and the Grantee's rights hereunder are not assignable by the Grantee without the prior written consent of the Grantor, which consent may not be unreasonably withheld, conditioned nor delayed by Grantor. In the event of an assignment by the Grantee which is consented to by the Grantor, unless specifically released by the Grantor the Grantee shall remain liable and responsible for any and all of the Grantee's obligations to Grantor created-by this Agreement and the Grantor's 11 remedies at law or in equity as against the Grantee or the Grantee's successors and assigns shall not be limited by the assignment or this Agreement. 10.3 Effective Date. This agreement shall be effective upon the date it is executed by an authorized representative of each signing party. 10.4 Authorized Representative. Each individual signing on behalf of a party to this Agreement states that he or she is the duly authorized representative of the signing party and that his or her signature on this Easement Agreement has been duly authorized by, and creates the binding and enforceable obligation of, the party on whose behalf the representative is signing. 10.5 Notices. All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be personally delivered or mailed (certified mail, return receipt requested and regular mail), at their addresses as set forth below, or such other address or such additional recipient as any party may have furnished to the others in writing in accordance herewith. Any notice permitted or required by this Agreement shall be deemed received, if delivered, when actually received, or, if mailed, on the third day after mailing by registered or certified mail, postage prepaid, to the party's address set forth below, or to such other address designated in writing to the other parties. Notice to the Village: Greenport Village Clerk 236 Third Street Greenport New York 11944 Notice to LIPA: 12 Long Island Electric Utility Servco, LLC As agent and acting on behalf of Long Island Lighting Company d/b/a LIPA 333 Earle Ovington Blvd. Uniondale, NY 115523 Attn: Associate General Property Counsel Tel: 516-222-3630 With a contemporaneous copy to: Long Island Lighting Company d/b/a LIPA 333 Earle Ovington Blvd., Suite 403 Uniondale, NY 115523 Attn: General Counsel Tel: 516-719-9847 The parties acknowledge and agree that if either party shall change its address for receiving notices, then such party shall notify the other party in writing of such change in address within thirty{30} days of the change in address of that party. 10.6 Attorneys Fees. In the event of any dispute between the parties regarding the enforcement or effect of this Agreement, the non-prevailing party in any such dispute shall pay the prevailing party's reasonable attorney's fees and costs incurred. In the event that neither party wholly prevails, the court may apportion the costs or fees as the court deems appropriate. 10.7 Further Cooperation. The parties to this Agreement agree to execute such other documents and to perform such other acts as may be reasonably necessary to further the expressed and intent purpose of this agreement. 10.8 Indemnification and Hold Harmless. A. LIPA and its successors and assigns, shall be responsible to the Village, and shall reimburse, indemnify and hold the Village harmless for any damage to Village equipment 13 or property that is caused by or results from LIPA's exercise of the Easement or use of the Easement Area under this Agreement, the Project, or the actions, failure to act, omissions, design, or work of LIPA or its contractors and subcontractors and from any claims, damages, actions or causes of action from environmental damages or contamination to the extent caused or contributed by Grantee, its successors and or assigns, and their contractors and or subcontractors, for the term and any renewal terms of this Agreement. B. LIPA and its successors and or assigns shall. indemnify and hold harmless the Village and its successors and or assigns against all damages, expenses, costs, losses or liability incurred by the Village and resulting from LIPA's exercise of the Easement or use of the Easement Area under this Agreement, the Project, or the actions, failure to act, omissions, design, or work of LIPA and or its contractors and or subcontractors with regard to the Project. C. LIPA and its successors and or assigns shall defend, indemnify and hold harmless the Village and its successors and or assigns against all damages, expenses, costs, losses, or liability for damages claimed by third parties whether made against the Village or directly to LIPA, resulting from LIPA's exercise of the Easement or use of the License Area under this Agreement, the Project, or the actions, failure to act, omissions, design, or work of LIPA and or its contractors and or subcontractors with regard to the Project. Notwithstanding anything to the contrary contained herein, LIPA's indemnity obligations hereunder shall not apply to any liabilities, losses or damages occasioned by the Village's and/or third party's acts, omission, negligence and/or misconduct. 10. 9 Non-Precedent. The parties hereto acknowledge and agree that the terms and conditions contained herein have been and are negotiated under unique factual circumstances, including without limitation, the circumstance that the Village is outside LIPA's service territory. 14 and that as such, neither party to this Agreement shall be bound by the terms and conditions contained herein for subsequent transactions. 10.10 Taxes. A. Property Taxes. Grantee shall be responsible to pay any property taxes or other assessments attributable to or assessed upon the Utility Easement Area and the Grantee's equipment in the Utility Easement Area. B. Transfer and other Taxes. The Grantee shall be responsible for the payment of any and all transfer taxes or similar assessments including but not limited to the New York State real property transfer tax, the Peconic Bay Region tax and any other taxes that may arise from or be assessed from this transaction. 10.11 No Ownership Interest. LIPA, for itself and for its successors and or assigns, does hereby state and warrant that LIPA does not and will not maintain any ownership of the Utility Easement Area and that in the event that it is deemed that an ownership interest may have been created or conveyed to LIPA by this Utility Easement, then on the request of Village, LIPA shall execute such documents as may reasonably requested by the Village to transfer any ownership interest that may have been created in LIPA back to the Village. 10.12 Amendment. The Utility Easement Agreement may not be modified, changed, altered, amended or otherwise revised except by way of a duly executed written amendment duly approved and executed by both Grantor and Grantee. 10.13 Failure to Act not a Waiver. 15 The failure by the Grantor to declare a default by the Grantee where the Grantee is in default or breach of any provision of this Agreement shall not be a waiver of that default by the Grantor or of any of the Grantor's rights hereunder. The waiver by either the Grantor or the Grantee, or both, of any of its rights with respect to a default or any other matter arising under this Easement Agreement shall not constitute or be construed as constituting a waiver with respect to any other default or matter. 10.14 Recording Easement Agreement. Upon the execution of this Utility Easement Agreement, the Grantee shall cause the Utility Easement Agreement to be recorded at the office of the Suffolk County Clerk at the Grantee's expense. Grantee shall provide the Grantor with a certified copy of the recorded Utility Easement Agreement within thirty (30) days of the date of the execution of this Agreement and in no event prior to the use of the Utility Easement area by the Grantee. 10.15 Applicable Law and Venue. The law of the State of New York shall govern the interpretation of this Utility Easement Agreement. The venue for any action taken for the enforcement of or arising from this Agreement shall be the Supreme Court, Suffolk County, New York, 10.16 Injunctive Relief. The parties agree that, in the event of default, there may not be an adequate remedy at law, and that therefore, it is agreed that the parties shall be entitled to seek injunctive relief, including but not limited to a mandatory injunction. 10.17 Severability. 16 If any provision of this Easement Agreement shall be determined to be unenforceable or void by a court of competent jurisdiction, all other provisions shall remain in full force and effect. IN WITNESS WHEREOF, the Village of Greenport and Long Island Electric Utility Servco, LLC as agent of and acting on behalf of Long Island Lighting Company d/b/a LIPA have hereunto set their hand the day and year just above written. GRANTEE: LONG ISLAND ELECTRIC UTILITY SERVCO, LLC ("Servco") as agent oWJohn'O'Cbnnell half of LONG ISLAND LIGHTING COMPANY d/b/a LBy: Title Vice President GRANTO : VILLAGE OF GREENPORT By: j" y )�4 / Name:_aFJ14(4,41 ,yv40W Tit Title: ],�yU 17 STATE OF NEW YORK ) ss.. COUNTY OF NASSAU) On the 6U&�day of May, in the year 2017, before me, the undersigned, personally appeared-John O'Connell, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is described to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 4 ! Notary Public Li RIM t A>Es�w tis N OURY ru wG N n' �. of New N 4.of D$So7 Sb 4o j ' Publie, ata L Yuri STATE OF NEW YORK) oti•►+.�cka 2WA4WA4 C• l i n H=0 My 5s.: E?P�R� OSr2kI?A� �yq�rnF ,tr a fv4: ch _�(�� COUNTY OF SUFFOLK) t] L� On the �S J d;C66,,J,j f May, in the year 2017, before me, the undersigned, personally appeared e-%A • , personally known to me or proved to me on the basis of satisfactoty evidence to be the individual whose name is described to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. 6W45"ublic JE NWRIE ODDON Notary Public,State of New Yak No.01OD6261238 Qualified in Suffolk County Commission Expires November 14,20jj 21 Exhibit A "VILLAGE PROPERTY" 18 i rail i a zmm�p-. i o a- m try LN in nin$�aa � J 5th r� 1 . 0" ? a�O�T01 On _ o��sr �# � S•+ Air-r�0;;�3•�.-. i s A 2 Z .>x ?ti Z 2 q •-�^� §� z m m5 mo omx > zn p n'm a Im m Z � r-? v�Z .� T af[2 y rn p 22a E i 5th ST. ®o f(y r O p2 r p�z nl O rr7 C" Ric?• Cir ?'c. 71 R ; CL z� � U? 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(J) C l N aZea ' CD ca a ;u c Z 'iy 01 i yI�' 0o) NJ o 1 CMH Z ! i i� r'i m G) i to O 4R, ti o 0 � � D � m ~ o m � aN �% o pig N ,� Z o Z a � � ' ��6gt x 5th ST. o 0 � UTILITY EASEMENT THROUGH ALL THAT TRACT, PIECE OR PARCEL of land situate in the Village of Greenport,Town of Southold, County of Suffolk,State of New York and being further bounded and described as follows: BEGINNING at a point in the Right of Way of New York State Route 25,also known as Front Street,on the division line between the Town of Southold on the west and the Village of Greenport on the east, said point having a coordinate of North of 344,402.78 and East of 1,434,001.39, approximate location based on GIS Suffolk County Tax Maps,said point being referenced to the North American Datum of 1983, New York State Plane Coordinate System, Long Island Zone; Thence through the Right of Way of said New York State Route 25 and The Right of Way of Fifth Street the following Sixty-one (61) courses and distances: 1: North 72"47'23"East a distance of 156 feet more or less to a point; 2: North 72°40'53" East a distance of 448.20 feet to a point; 3: North 17°44' 25"West a distance of 1.46 feet to a point; 4: North 72' 15' 35" East a distance of 16.00 feet to a point; 5:South 17°44' 25" East a distance of 8.00 feet to a point; 6: South 72° 15' 35" West a distance of 6.33 feet to a point; 7:South 05°02'35" East a distance of 541.02 feet to a point; 8: North 85°36'42" East a distance of 1.61 feet to a point; 9.South 04"23' 18" East a distance of 16.00 feet to a point; 10:South 85"36'42"West a distance of 1.43 feet to a point; 11: South 05°02'35" East a distance of 663.97 feet to a point; 12: North 84"53'35" East a distance of 1.52 feet to a point; 13:South 05°06'25" East a distance of 16.00 feet to a point; 14:South 84°53'35"West a distance of 1.54 feet to a point; 15:South 05"02' 35" East a distance of 683.99 feet to a point; 16: North 84°42'03" East a distance of 1.48 feet to a point; 17: South 05° 17'57" East a distance of 16.00 feet to a point; 18:South 84"42'03"West a distance of 1.55 feet to a point; 19:South 05"02'35" East a distance of 684.00 feet to a point,- 20: oint;20: North 84°23'40" East a distance of 1.44 feet to a point; 21:South 05'36'20" East a distance of 16.00 feet to a point; 22:South 84"23'40"West a distance of 1.60 feet to a point; 23:South 04°59'40" East a distance of 244.50 feet to a point; 24: North 85° 12'23' East a distance of 1.55 feet to a point; 25:South 04°47'37" East a distance of 16.00 feet to a point; 26:South 85" 12'23"West a distance of 1.47 feet to a point; 27:South 05"03'52" East a distance of 4.31 feet to a point; 28.South 31"22'34"West a distance of 86.79 feet to a point; 29:South 04" 23'22" East a distance of 16.52 feet to a point; 30:South 22'40'03" East a distance of 169 feet more or less to a point on the aforementioned Village of Greenport Line,thence; 31: Northwesterly along said division line a distance of 72 feet more or less to a point, thence; 32: North 22'40'03" West a distance of 142 feet more or less to a point, intending to be parallel to and 40 feet distant to the southwest of course number 30,thence; 33: North 67°19'57" East a distance of 50.30 feet to a point; 34:South 04°23'22" East a distance of 7.77 feet to a point; 35: North 31'22'34" East a distance of 78.20 feet to a point; 36: North 05"03'52"West a distance of 2.69 feet to a point; 37:South 85" 12'23" West a distance of 1.53 feet to a point; 38: North 04"47'37"West a distance of 16.00 feet to a point; 39: North 85' 12'23" East a distance of 1.45 feet to a point; 40: North 04°59'40"West a distance of 244.43 feet to a point; 41:South 84°23'40"West a distance of 1.40 feet to a point; 42: North 05°36'20"West a distance of 16.00 feet to a point; 43: North 84°23'40" East a distance of 1.56 feet to a point; 44: North 05°02'35"West a distance of 684.02 feet to a point; 45:South 84°42'03" West a distance of 1.45 feet to a point; 46: North 05' 17'57"West a distance of 16.00 feet to a point; 47: North 84"42'03" East a distance of 1.52 feet to a point; 48: North 05"02' 35"West a distance of 684.01 feet to a point; 49:South 84°53'35"West a distance of 1.46 feet to a point; 50: North 05°06'25"West a distance of 16.00 feet to a point; 51: North 84°53'35" East a distance of 1.48 feet to a point; 52: North 05°02'35"West a distance of 664.03 feet to a point; 53: South 8S°36'42"West a distance of 1.57 feet to a point; 54: North 04"23' 18"West a distance of 16.00 feet to a point; 55: North 85°36'42" East a distance of 1.39 feet to a point; 56: North 05"02'35"West a distance of 539.84 feet to a point; 57:South 72° 15'35"West a distance of 4.54 feet to a point; 58: North 17°44'25" West a distance of 1.54 feet to a point; 59: South 72"40' 53"West a distance of 448.25 feet to the point; 60:South 72°47'23"West 158 feet more or less to a point on the first mentioned division line between the Town of Southold on the west and the Village of Greenport on the east, intending to be parallel to and distant 5 feet south of course number 1; 61: Northerly along said division line between the Town of Southold on the west and the Village of Greenport on the east a distance of 5.1 more or less to the point and place of beginning. All bearings are referenced to Grid North. Exhibit C Temporary Construction Access License Agreement 20 TEMPORARY CONSTRUCTION ACCESS LICENSE AGREEMENT This Temporary Construction Access License Agreement (the "Agreement") is made this day of May 2017, and entered into by and between the Village of Greenport, with offices located at 236 Third Street, Greenport, New York 11944 (the "Village"), and LONG ISLAND ELECTRIC UTILITY SERVCO, LLC ("Servco") as agent of and acting on behalf of LONG ISLAND LIGHTING COMPANY d/b/a LIPA ("LIPA") with offices located at 333 Earle Ovington Boulevard, Uniondale, New York 11553. RECITALS WHEREAS the Village is the owner of certain real property located in the Village of Greenport, Suffolk County, New York, 1 l 944, County of Suffolk and State of New York, being more particularly described as "Fifth Street" (the "Village Property"), Village of Greenport, as indicated on the survey attached as Exhibit A hereto and made a part hereof; and WHEREAS the Long Island Power Authority ("LIPA") is responsible for providing reliable electric service to its service territory in the unincorporated portion of the Town of Southold that is outside of the service territory of the Village of Greenport, and on Shelter Island; and WHEREAS, Pursuant to the Amended and Restated Operations Services Agreement, dated as of December 31, 2013, as it may be restated, amended, modified, or supplemented from time to time ("A&R OSA"), between LIPA and PSEG Long Island LLC ("PSEGLI") through its operating subsidiary, Servco, have assumed managerial responsibility for the day-to-day operations and maintenance of, and capital investment to, the electric transmission and distribution system owned by LIPA ("T&D System") as of January 1, 2014. Among the services. to be provided under the A&R OSA, Servco will manage, act as agent of and on behalf of certain LIPA owned real estate. Accordingly, Servco will administer this Agreement and shall be LIPA's representative in all matters related to this Agreement, including any attached Schedules and Exhibits, as applicable. LIPA, as the principal, shall have ultimate, final and full liability for the obligations imposed hereunder on LIPA and Servco, including responsibility for any and all undisputed sums due and owing Village, and Servco, PSEGLI and their respective affiliates, shareholders, officers and employees shall have no obligations to pay Village for sums due under or related to this Agreement. PSEGLI, Servco and LIPA shall be collectively referred to as "LIPA Parties" under this Agreement; and WHEREAS LIPA has determined that there is a necessary and valid public purpose to construct an electric distribution line from the LIPA Southold substation that is located just west of the Village of Greenport, along Front Street to Fifth Street in the Village of Greenport, then under Fifth Street to Greenport Harbor, then under Greenport Harbor to Town of Shelter Island, connecting the LIPA service territory located in the unincorporated portion of the Town of Southold to the LIPA service territory on the Town of Shelter Island; and WHEREAS LIPA has determined that the most efficient way to make the connection of a distribution line is to construct and then operate the distribution line through the Village Property, specifically Fifth Street, in the Village of Greenport; and WHEREAS the Village and SERVCO as an agent of LIPA and for itself, and their representatives, have discussed the mutual goals and benefits that could be achieved by a cooperative Temporary Construction Access License Agreement and desire to enter into this Agreement to establish and reflect their mutual benefits, consideration, and obligations, which the parties agree are set forth herein; and WHEREAS the Village and SERVCO as an agent and acting on behalf of LIPA simultaneous with the execution of this Agreement, are executing a Utility Easement Agreement (the "Easement"), a copy of which is annexed as Exhibit B hereto and made a part hereof, for the purpose of providing LIPA with a nonexclusive underground utility easement under Village Property (Fifth Street) for the maintenance, operation and repair of the distribution cable that will be constructed pursuant to this Agreement; and WHEREAS the Village and LIPA have agreed that LIPA, for good and valuable consideration, in the amount stated and as otherwise provided in this Agreement, and the 2 sufficiency of which is acknowledged, may have a temporary license to access an area described in Exhibits)C1 and C2 hereto, for purposes of providing temporary access to the Utility Easement Arca, as that area is defined and designated in the Utility Easement Agreement, for staging, performing and completing the construction that is the subject of this Agreement, which together with the required restoration work and repaving of Fifth Street, and other required work is hereinafter referred to as the "Licensed Work"; and WHEREAS LIPA as lead agency prepared a Full Environmental Assessment Form ("EAF"), Part 1, Part 2, and Part 3 for the project, pursuant to and in compliance with the SEQRA regulations in 6 NYCRR 617.6; and WHEREAS the Village of Greenport as an involved agency has reviewed the Full Environmental Assessment Form ("EAF") Parts 1, 2, and 3, and has rendered certain comments regarding the EAF to LIPA as lead agency; and WHEREAS the Village of Greenport and LIPA have agreed that LIPA will review and respond to the Village's comments, as an involved agency, with regard to LIPA's Full EAF; and WHEREAS the Village and LIPA have agreed that the rights of the parties under the Utility Easement Agreement shall be conditioned on each party's compliance with the material terms and conditions of this Agreement; and WHEREAS LIPA has agreed to take certain actions and measures to address and protect the interests of the owners of the properties that are adjacent to the Project Work, as set forth in detail herein, and also as summarized in Section 7.20 Protection for the properties immediately adjoining the Project Work on Fifth Street of this Agreement; IT IS THEREFORE covenanted and agreed by the Village and LIPA as follows; 1. Grant of Temporary Construction Access License 1.1 Temporary Construction Access 3 The Village, for itself and for its successors and assigns, hereby grants to LIPA a temporary, non-exclusive license (the "License") over, under, in, across and upon the property described on the attached and incorporated survey (Exhibit A) (the "License Property") for the limited purpose of constructing and completing the Licensed Work and for use as a construction staging area, as and in the areas indicated on the attached and incorporated survey Exhibit A), reasonably required for the Licensed Work. 1.2 Limited Access Prior to Commencement of the A reement Prior to commencement of the License, upon the prior notice to and approval by the Village of Greenport, LIPA shall have limited temporary access to the License Property during normal business hours, for the limited purpose of conducting all studies, tests, examinations and surveys necessary to design and construct the Licensed Work. LIPA shall perform any of the work performed under this paragraph 1.2 in a safe and workmanlike manner, without substantial disruption of any properties adjoining the License Property, and subject to the other provisions of this Agreement with regard to damage, repair and indemnification. 2. Term of the License. 2.1 Term of the Temporary Construction Access License. Subject to Section 7.11, the term of the Temporary Construction Access License shall commence on September 12, 2017 and end on May 15, 20I8, or such earlier time that (1) the Licensed Work or project that is the subject of this License Agreement is abandoned by LIPA (abandonment being where the Licensed Work is discontinued by LIPA and or its contractors or subcontractors for thirty (30) consecutive business days); or (2) the License is terminated by action of the parties or by operation of this Agreement or the Utility Easement Agreement; or (3) completion of the Licensed Work, exclusive of any time required to perform and complete restoration and resurfacing more fully described herein; or (4) the License is mutually terminated by action of the parties or by operation of this Access Agreement or the Utility Easement. LIPA shall continue to be bound by the applicable terms and provisions of this Agreement on its termination. 2.2 Reservation by Village/Non-Exclusive Use. 4 Provided that such contemplated Village use does not constitute any additional significant and immediate risk, interference and/or disruption to LIPA's use, all right, title, interest, occupancy and use in and to any area of the License Property which may be used and enjoyed without interfering with the License conveyed by this Agreement are reserved to the Village, provided, however, that the Village shall not interfere, disrupt or additionally significantly increase LIPA's immediate risk in performing its activities contemplated hereunder, including the Village's construction, installation or maintenance of any buildings or other improvements (not including normal paving) which may interfere with construction access, or develop, Iandscape, or beautify any license area in any way which would materially or substantially increase the costs to LIPA of installing the Improvements or restoring any of the License Property after such installation. 3. Consideration The financial consideration to be paid by LIPA to the Village, and the work to be done by LIPA, as consideration for the License granted to LIPA under this Agreement is as follows: 3.1 Access Fee A. LIPA shall pay to the Village a payment, which payment shall be nonrefundable except as provided herein, in the amount of one million three hundred and twenty thousand, three hundred and thirty-three dollars and thirty-three cents ($1,320,333.33) (the "Access Fee") payable in one lump sum upon the full execution and delivery of this License Agreement; and the Utility Easement Agreement by the Village to LIPA. The parties hereto acknowledge and agree that the Access Fee shall solely be in consideration of and for the License contemplated in this Access Agreement. B. The Access Fee of one million three hundred and twenty thousand, three hundred and thirty-three dollars and thirty-three cents ($1,320,333.33) shall be deposited and retained by the Village of Greenport into a segregated account to be established by the Village pursuant to a resolution by the Board of Trustees (the "Resolution"), to be adopted simultaneously with the execution of this Agreement, that the account be established in accordance with this Section 3.1 of the Temporary License Construction Access Agreement. A copy of the Resolution is attached hereto as Exhibit"D", and made a part hereof. 5 C. The fee monies shall be retained in the segregated account until LIPA obtains any and all necessary permits and approvals to commence the Licensed Work, including a final SEQRA determination„ upon which the Access Fee shall be nonrefundable and shall be disbursed to the Village of Greenport. D. LIPA shall apply for an diligently pursue all necessary permits and approvals. In the event that LIPA, after a due diligent attempt is unable to obtain any and all necessary permits and approvals to commence the Licensed Work, including a final SEQRA determination, then upon thirty (30) days written notice by LIPA to the Village of Greenport, the Village of Greenport shall disburse the amount of one million two hundred and sixty thousand, three hundred and thirty-three dollars and thirty-three cents ($I,260,333.33) to LIPA, upon which there shall be no further obligation or liability of the Village of Greenport to LIPA, and the Village of Greenport shall retain and disburse from the established account to the Village of Greenport general fund, not to exceed sixty-thousand dollars ($60,000), for all commercially reasonable, necessary, actual, documented and itemized costs, including legal and professional fees, incurred by the Village of Greenport solely related to the transactions contemplated hereunder and in the Easement. The Village of Greenport shall provide LIPA with all actual, documented and itemized costs incurred by the Village in order for such costs to be deemed reimbursable by LIPA to the Village. 3.2 Fifth St. Resurfacing A. LIPA shall, upon the conclusion of the Licensed Work, but no later than November 12, 2018, at LIPA's sole expense, resurface in its full width, from curb to curb, Fifth Street, from State Route 25 to its terminus at the "Fifth Street Beach", including but not limited to all areas in Exhibit A. B. The specifications of the resurfacing are subject to Village review and approval and must, at a minimum, consist of milling existing pavement and overlay of at least two (2) inches of asphalt, and shall be consistent with the specifications of other Village agreements for similar work that are in force and specifications that are in effect within one (1) year of at the execution of this Agreement C. Resurfacing shall not commence until the ground of Fifth Street has adequately 6 settled following completion of construction. D. Except for any temporary patch or temporary repair, once commenced resurfacing shall continue until completed, provided, however, there shall be no resurfacing work done during the calendar months of July and August without prior written approval from the Mayor and Village Board of Trustees. The surface of Fifth Street shall remain in a drivable condition at all times during the Project, except for any limited area that is temporarily directly in the area of the Project Work. E. The LIPA plans for resurfacing including but not limited to the specifications of the resurfacing work shall be provided to the Village on or before March 31, 2018. F. LIPA shall require its road resurfacing contractors and/or subcontractors to obtain and provide the Village with a two year performance and maintenance bond ensuring the quality, proper completion, and maintenance, of the resurfacing work which shall be in the amount of the total contract amount of the resurfacing work, shall run for a term of two years from the date, as mutually agreed by Servco and the Village, of the completion of the resurfacing work, which performance and maintenance bond shall be in favor of the Village of Greenport and name the Village as a bonded beneficiary of the performance and maintenance bond; provided, however, such performance and maintenance bond shall not cover acts, omission or damaged occasioned by the Village or third parties. 3.3 Overhead and Under round Circuit Reinforcement In performance of LIPA's previously scheduled reliability upgrades to the T&D System, LIPA shall, at LIPA's sole expense, reinforce and rearrange an existing overhead and underground circuit ("Overhead Circuit Reinforcement") from LIPA's Southold substation terminating at the metering point near Silvermere Road., reconfiguring a circuit which shall be equal to the capacity of the existing LIPA supply cable to the Village and be located underground from the Southold substation to a point east of Chapel Lane, then continue overhead to the metering point, such supply circuit to ultimately improve electric power reliability to the Village's residents and to LIPA's customers. The new circuit shall include remote switching to enable remote transfer from the normal supply circuit to the other. 3.4 Village Liaison A. The Village shall appoint and LIPA shall recognize a dedicated liaison to 7 interface with LIPA's project manager for the purposes of addressing concerns from residents or property owners regarding compliance with any applicable terms and conditions contained within this Agreement or other aspects of the Licensed Work set forth under this Agreement which shall be reasonably addressed by LIPA's project manager in a timely manner. B. LIPA shall provide a dedicated telephone number and email address for the project manager for communications from the Village Liaison. The LIPA project manager shall respond to the Village Liaison communications as soon as practicable but not later than the close of the next business day after receiving any such request from the Village Liaison. LIPA shall also provide a phone contact number for communications from the Village Liaison or the Village Government during nonbusiness hours for a live contact and respond on a as needed basis accordingly. A log shall be kept by the Village and made available to the LIPA and the public of any email and telephone communications between the Village Liaison and the LIPA project manager and any applicable response(s) including any actions taken by the party responsible for performance; provided, however, any confidential, proprietary and/or privileged information shall be redacted for such public disclosure accordingly. 3.5 Lead Agency Status The Village agrees to LIPA being lead agency for the SEQRA review of the project contemplated hereunder, and LIPA agrees that the Village shall continue as an involved agency in the SEQRA review of the project. 4. Construction of Utility Improvements. 4.1 Costs/Lien-Free Construction. LIPA shall bear and promptly pay without the imposition of any lien, public improvement lien or charge on or against all or any portion of the Village Property or any other village property, all costs and expenses of LIPA's construction and maintenance of the improvements, including but not limited to drilling, road opening, road closing and road paving, and the installation of the distribution line on Village Property, and the any other associated work. In the event that a lien or public improvement lien is filed as a result of LIPA's work, then the lien must be bonded, satisfied or removed by LIPA within thirty (30) days of the filing thereof. 4.2 Compliance With Laws and Permits 8 LIPA shall perform the Licensed Work in a safe and workmanlike manner and in compliance with any applicable rules, regulations, laws and provisions of the Greenport Village Code and applicable industry standards, it being understood that LIPA is subject to Greenport Village Code in this instance because the Village is outside LIPA's service territory, LIPA's exemption from the jurisdiction of local municipalities notwithstanding. LIPA shall be responsible to obtain and maintain any and all permits that are required and applicable to LIPA for the work contemplated in this Agreement and for the cost and continuation thereof, including but not limited to any permits required by the Metropolitan Transportation Authority, the United States Army Corps of Engineers, and the New York State Department of Environmental Conservation and Department of State, if any and to the extent applicable. 4.3 Limited Disrul2tion of Fifth Street and Fifth Street Beach A. Provided that such contemplated Village use does not constitute any substantial nor immediate risk, interference and/or disruption to LIPA's use, and except as provided herein, Fifth Street and the Fifth Street Beach shall remain open to pedestrian, and or vehicle and emergency service vehicle traffic at all times hereunder. The Fifth Street park, including the "cable crossing" house, Osprey nest, Dock, "filleting table" and playground equipment will be materially unaffected by the License Work. Within a commercially reasonable timeframe, LIPA shall =leave such respective properties in substantially similar condition as they were in before the Project Work commencement, reasonable wear and tear not caused by the Licensed Work, damage from the elements excepted, and shall indemnify the Village for any damages to Village areas attributable to and caused solely by LIPA per the applicable indemnity provision(s) under this Agreement. B. With prior notification from LIPA's project manager to applicable impacted residents, the License Work shall provide for and allow access by Fifth Street residents to their driveways and properties at all reasonably safe, and risk-free times, and will provide for and allow access to Fifth Street and the Fifth Street Beach by essential and emergency service vehicles. Residents/property owners or properties adjoining the Project Work on Fifth Street will be notified by LIPA, of any anticipated planned and material impacts affecting the applicable Project Work area(s) not less than forty-eight (48) hours prior to such anticipated planned and material impacts by personally delivered notification, or email notification to such applicable property owners/residents attention; provided, however, that the repsectivemailing addresses and 9 email addresses of the respective residents/property owners or properties adjoining the Project Work of Fifth Street shall be provided to LIPA prior to Project Work commencement. C. LIPA shall plan with the providers of emergency services, including but not limited to the Greenport Fire Department, the Village of Greenport, and the Southold Town Police so that all the emergency service providers, including but not limited to fire, ambulance, and police, shall have access to all homes, businesses and other buildings on Fifth Street and Front Street at all times during the Project Work. 4.4 Restoration. LIPA shall be obligated upon the expiration or termination of this Agreement, or on the abandonment of the Project, to restore the areas affected by the License and Licensed Work, as required by this Agreement, and any other areas of private or public property that are disturbed by LIPA's exercise of any of its license rights under this Agreement, to the condition in which those areas existed prior to the commencement of the Licensed Work, reasonable wear and tear, damage from the elements excepted, including the clean-up of any environmental conditions solely caused by LIPA. , subject to inspection by the Village, without any exception or set-off. Any installed conduit and manholes shall remain after the removal of any LIPA cables or other equipment by LIPA. 5. Insurance 5.1 LIPA shall procure and maintain, at its own expense, and without any expense to the Village, for the term of this Agreement, insurance for damages, of the kinds and in amounts hereinafter provided, by insurance companies authorized to do such business in the State of New York, covering all operations during the term of the Temporary Construction Access License Agreement. All insurance provided herein shall name the Village of Greenport as additional insured and LIPA shall provide the endorsement page of the insurance policy indicating compliance with the required coverage of the Village of not less than the following types and amounts prior to the commencement of any Work under this Agreement: A. Workman's Compensation in accordance with the laws of the State of New York, covering the Village, LIPA, LIPA and their Contractors and Subcontractors for all operations under this Agreement. 10 B. New York State Disability insurance in accordance with the laws of the State of New York covering the Village, LIPA, and LIPA and their Contractors and Subcontractors for all-operations under the Agreement. C. Liability and Property Damage Insurance with limits of not less than: Bodily injury each occurrence: $ 2,500,000 Per Annum Aggregate $ 10,000,000Liability property each occurrence: $ 10,000,000 Per Annum Aggregate $ 20,000,000 General Liability Insurance each occurrence: $10,000,000 Aggregate $20,000,000 D. Certificates and policies shall provide that coverage may not be canceled or changed without thirty (30) days prior notice to the Village. LIPA and LIPA's Contractors and Subcontractors shall be responsible for protection against vandalism, theft or malicious mischief of all of LIPA's work, materials and equipment at all times from the start to the completion of the work. The Village will not have any responsibility for or be under any obligation to reimburse LIPA, or any Contractor or Subcontractor for any losses which may be due to vandalism, theft or malicious mischief. LIPA shall be permitted to self-insure its insurance obligations hereunder. 6. Responsibilities of LIPA 6.1 LIPA agrees to design and construct, at its sole expense, the construction and staging area(s) as more fully depicted on Exhibit(s) Cl and C2 attached hereto and made a part hereof. The construction and restoration of the Construction Staging Area shall be secure at all times, as deemed commercially reasonable and necessary by LIPA, with secure chain link fencing as appropriate and respectful of the neighborhood. 6.2 LIPA shall maintain the Construction and Construction Staging Area in good condition at all times, keeping them free of trash and other debris, and in a neat and orderly condition. LIPA shall maintain all areas that are not part of this Agreement as free from any construction debris or trash. 6.3 LIPA shall provide proper signage in the area of the License Work so as to maintain public safety and minimize public or property owner inconvenience to the fullest extent possible. 11 6.4 LIPA shall provide the Village with a telephone number and email address for reporting damage to Village infrastructure in accordance with Section 3.4(B) herein. With regards to critical Village infrastructure, including without limitation water and sewer lines, LIPA shall respond immediately to (but in all cases not more than three (3) business days from the date of email notification to LIPA, for all infrastructure damage, to repair any damage caused by LIPA or LIPA's contractors. LIPA shall perform all work in a good workman like and timely manner. In the event of damage to Village water or sewer infrastructure solely caused by LIPA or LIPA's contractors, in the event that LIPA does not respond on an immediate basis, the Village of Greenport may initiate repairs and LIPA shall be responsible to the Village for the Village's actual, documented, commercially reasonable and necessary costs for the repair. Notwithstanding anything to the contrary contained herein, LIPA's obligations hereunder shall not apply to any liabilities, losses or damages to the extent attributable to Village's acts, omission, negligence and/or misconduct. 6.5 Prior to Project Work commencement, LIPA shall provide email notification to the Village, the Village of Greenport Fire Department, and the Greenport School District, Sunrise Bus Service or its successors, and the Suffolk County Transit Bus agency, to devise a plan to minimize public inconvenience and any adverse impacts of Village or essential services, including but not limited to any road closure schedule; provided, however, that the Village, the Village of Greenport Fire Department, and the Greenport School District, Sunrise Bus Service or its successors, and the Suffolk County Transit Bus agency, shall submit their respective email addresses to LIPA's project manager prior to Project Work commencement. 6.6 LIPA shall require all contractors and subcontractors to have the same insurance requirements as the insurance requirements imposed on LIPA herein. 6.7 LIPA shall substantially complete the re-paving and restoration as soon as LIPA has completed the License Work, but not later than November 15, 2018, subject to no Village delay, third party delay and/or Force Majeure. Additionally, in the event that LIPA shall fail to substantially complete the re-paving and restoration after November 15, 2018, LIPA shall be liable to the Village of Greenport for a penalty of ten thousand dollars ($10,000) per business work day for each business work day that LIPA shall have been deemed to have failed to substantially complete the re-paving and restoration after November 15, 2018. 12 6.8 LIPA and its contractors and subcontractors shall work and perform the Licensed Work and the construction covered thereby, during the hours of from 7 a.m. until 6 p.m.. Monday through Saturday only. Except for three (3) separate incidents of subsurface drilling and related conduit installations to occur Monday through and including Saturday only but in no case later than midnight, the work hours of 7 a.m. through 6 p.m. shall be inclusive of all work including preparation, set-up and clean-up and there shall be no site work outside of those hours as detailed in this paragraph. There shall be no construction or Licensed Work, including but not limited to drilling, on Sundays or any New York State designated holiday. 6.9 LIPA and the Village acknowledge and agree that the Village of Greenport has provided comments to LIPA regarding certain concerns of the Village with respect to the information provided by LIPA on the Full EAF Parts 1., 2., and 3 and LIPA shall evaluate such comments and provide any responses as part of the SEQRA process. 6.10 LIPA shall provide secure work areas and shall take reasonable actions to secure LIPA's work and construction sites in the Village. 7. General Provisions. 7.1 Effective Date, This Agreement shall be effective upon the date it is executed by an authorized representative of each signing party. 7.2 Authorized Representative. Each individual signing on behalf of a party to this Agreement states that he or she is the duly authorized representative of the signing party and that his or her signature on this Agreement has been duly authorized by, and creates the binding and enforceable obligation of, the party on whose behalf the representative is signing. 7.3 Notices. Any notice permitted or required by this Agreement shall, unless otherwise provided herein, be deemed received, if delivered, when actually received, or, if mailed, on the third day after mailing by registered or certified mail, postage prepaid, to the party's address set forth 13 below their respective signatures to this Agreement, or to such other address designated in writing to the other parties. Notice to the Village: Greenport Village Clerk 236 Third Street Greenport New York 11944 Notice to LIPA: Long Island Electric Utility Servco, LLC As agent and acting on behalf of Long Island Lighting Company d/b/a LIPA 333 Earle Ovington Blvd. Uniondale, NY 115523 Attn: Associate General Property Counsel Tel, 516-222-3630 With a contemporaneous cop, to: LongIsland Lighting Company d/b/a LIPA 333 Earle Ovington Blvd., Suite 403 Uniondale, NY 115523 Attn. General Counsel Tel: 516-719-9847 7.4 Attorney's Fees. In the event of any dispute between the parties regarding the enforcement or effect of this Agreement, the non-prevailing party in any such dispute shall pay the prevailing party's reasonable attorney's fees and costs incurred. In the event that neither party wholly prevails, the court may apportion the costs or fees as the court or arbitrator deems appropriate. 14 7.5 Design, Construction and As Built Plans. Not less than sixty days prior to the commencement of construction and subsequent construction and repairs in the Utility Easement Area, LIPA shall provide the Village with pre- construction design and construction plans certified as compliant with all relevant and applicable codes and statutes. Upon the completion of the construction in the Utility Easement area, and otherwise on request, LIPA shall provide the Village with as-built drawings and a survey showing the location and depth of the improvements installed in the Utility Easement Area. LIPA shall also provide the Village with CAD file drawings or plans of the location of the Village of Greenport utilities in the areas of Front Street and Fifth Street, which shall become the property of the Village, to the extent such intellectual rights are transferrable, and shall be retained by the Village in the event of a refund of a portion of the access fee pursuant to Section 3.1(D) herein. 7.6 Abandonment of Pro'ect. Subject to 7.11, LIPA shall have abandoned the Project when the Licensed Work is discontinued in its entirety by LIPA and or its contractors or subcontractors for thirty (30) consecutive days. 7.7 Further Cooperation. The parties to this Agreement agree to execute such other documents and to perform such other acts as may be reasonably necessary or desirable to further the expressed and intended purpose of this agreement. 7.8 Indemnification and Hold Harmless A. LIPA and its successors and assigns, and contractors and subcontractors shall be responsible to the Village, and shall reimburse, indemnify and hold the Village harmless for any damage to Village equipment or property that is caused by or results from LIPA's use of the License Area under this Agreement, the Project, or the actions, failure to act, omissions, design, or work of LIPA or its contractors and subcontractors. B. LIPA and its successors and or assigns shall defend, indemnify and hold harmless the Village and its successors and or assigns against all damages, expenses, costs, losses or liability incurred by the Village and resulting from LIPA's use of the License Area 15 under this Agreement, .the Project, or the actions, failure to act, omissions, design, or work of LIPA and or its contractors and or subcontractors with regard to the Project. C. LIPA and its successors and or assigns shall defend, indemnify and hold harmless the Village and its successors and or assigns against all damages, expenses, costs, losses, or liability for damages claimed by third parties whether made against the Village or directly to LIPA, resulting from LIPA's use of the License Area under this Agreement, including properties that immediately adjoin the Project Work on Fifth Street, the performance of the Project, or the actions, failure to act, omissions, design, or work of LIPA and or its contractors and or subcontractors with regard to the Project. Notwithstanding anything to the contrary contained in this Agreement, LIPA's indemnity obligations in this Agreement shall not apply to any liabilities, losses or damages to the extent attributable to Village's and/or third party acts, omission, negligence and/or misconduct 7.9 Liquidated Damages Subject to Village delay, no third party delay and/or Force Majeure, in the event that LIPA fails to substantially complete the work contemplated herein by May 15, 2018, (exclusive of any restoration and repaving) including, the removal of all equipment and materials required herein, then commencing May 16, 2018, LIPA shall pay the Village liquidated damages in the amount of ten thousand dollars ($10,000) per day for each applicable business work day (Monday through and including Saturday) commencing May 16, 20I8 until the date that work under the provisions of this Agreement has been substantially completed and all equipment and materials belonging to LIPA and or LIPA's contractors and sub-contractors has been removed from the Village Property Fifth Street. The Village and LIPA agree that the liquidated damages amount provided for herein is a fair and reasonable amount due to potential for significant harm to the Village and its residents and the fact that the amount of damages may be uncertain. 7.10 Force Maieure In the event that the work contemplated herein is delayed by any event, act or occurrence that is out of control of LIPA and/or its contractors or subcontractors, the time deadlines for performance or completion shall be extended for up to and adjusted accordingly. 7.11 Unforeseen Delays, Disruption of Work. 16 Subject to section 7.1 I, In the event that there is a delay or disruption of the Licensed Work occasioned by an Act of God, hurricane or superstorms, tornadoes, earthquakes, extraordinarily high tides, violent winds, floods or other natural disasters lasting more than one hundred eighty (180) continuous days, either party, may terminate the Agreement and Access Fee shall be refunded by the Village to LIPA, on a pro-rata basis, accordingly, 7.12 Meme All agreements and understandings between the parties covering the subject matter of this Agreement are contained in this Agreement and the parties do not have any agreement or understanding that is not reflected in the language herein. 7.13 Modification The terms and conditions of this Agreement may only be amended or modified by a written document that is executed by all parties. 7.14 Default and Termination Violation, Abandonment A. Upon default by either party on the party's obligations hereunder, or the failure of a party to fulfill its obligations in a timely manner, the non-breaching party shall notify the other party in writing of the specific default or failure to fulfill the obligations of this Agreement. The breaching party shall have ten (10) days from the receipt of the notice to commence to cure the default or failure. If curing such default or failure cannot be reasonably commenced within said ten (10) day period, and the breaching party has diligently pursued such remedy as shall be reasonably necessary to cure the default or failure, then the parties may mutually agree in writing, provided both parties agree, to an extension of the period in which the violation must be cured. B. If the breaching party has not cured the default or failure as specified in the written notice or any extension within the time provided, then the non-breaching party, at its sole option, shall have the right to terminate this Agreement by sending a written "Notice of Termination" to the breaching party, with the termination date to be thirty (30) days from the date of mailing the Notice of Termination. The Notice of Termination shall be effective for all purposes when received via United States Mail, by certified mail, return receipt requested and regular mail. C. Upon an abandonment of the Construction Work or Project, the Village may serve a Notice of Abandonment in the same manner and procedure as a Notice of Default, and then serve a Notice of Termination, terminating the Agreement. 17 D. (1). In the event that the Village alleges that LIPA has violated the limits of the times or days during which the Licensed Work is permitted, or the requirement of this Agreement that LIPA shall comply with any portions of the Greenport Village Code applicable to LIPA, and the requirement that LIPA comply with other applicable Federal, State and local laws and regulations, beyond any applicable notice, grace and/or cure period, then the Village, in its sole discretion, shall, without waiver or forfeiture of, or prejudice to, to issue a five (5) day written notice of violation to LIPA, specifying the date and nature of the alleged violation. (2). If the alleged violation stated in the five (5) business day written notice of violation is not commenced to be cured within the specified five (5) days then beginning on the fifth day that the violation shall have existed, LIPA shall be liable to the Village of Greenport for any actual, documented damages and out of pocket costs incurred by the Village. (3). This provision is not exclusive of the provisions on default in 7.14 (A), (B) and (C) stated above, and if a violation is not commenced to be cured by LIPA after the service of a notice of violation the election by the Village to serve a notice of violation shall not be exclusive or preclude the service of a notice of default and then termination pursuant to the provisions of this Agreement in Paragraph 7.14(A), (B) and (C) herein. 7.15 Failure to Act/Waiver The failure by the Village to declare a default by LIPA where LIPA is in default or' breach of any provision of this Agreement shall not be a waiver of that default by LIPA or of any of LIPA's rights hereunder. The waiver by either the Village or LIPA, or both, of any of its rights with respect to a default or any other matter arising under this Agreement shall not constitute or be construed as constituting a waiver with respect to any other default or matter. 7.15 Termination This Agreement along with its rights and privileges, shall terminate when the purpose of this Agreement, as described in this Agreement, ceases to exist, is abandoned by LIPA as provided in this Agreement, becomes impossible of performance, or upon action by the Village in terminating this Agreement. 7.17 Property or Transfer Taxes or Assessments. LIPA shall be responsible to pay any property or transfer taxes or assessments attributable to or assessed upon this agreement or transaction, or upon the License Area, the 18 Utility Easement Area as defined in the Utility Easement Agreement or LIPA's equipment in the Utility Easement Area. 7.18 No Representations by VilIaae LIPA acknowledges that the Village has not made and does not make any representations with respect to the Village Property or its condition and that LIPA is not relying on any representations of the Village or the Village's agents with respect to the condition of the Property. This License grants LIPA the privilege and permission to occupy or use the Property depicted in Exhibit A in its present condition "as is" without any warranties and subject to the conditions set forth herein. 7.19 Protection for the properties adioining the Project Work on Fifth Street The parties acknowledge that LIPA has agreed by this Agreement to take certain actions to protect the interests and the properties of the owners of the properties that are adjacent to the Project Work on Fifth Street, including but not limited to the Village Liaison provided in Section 3.4, the limited disruption of Fifth Street and Fifth Street Beach, the obligation for restoration of private or public property provided in Section 4.4 Restoration and the indemnification and hold harmless provisions of Section 7.8. 7.20 Applicable Law and Venue The law of the State of New York shall govern the interpretation of this Utility Easement Agreement. The venue for any action taken for the enforcement of or arising from this Agreement shall be the Supreme Court, Suffolk County, New York. 7.21 Injunctive Relief. The parties agree that, in the event of default, there may not be an adequate remedy at law, and that therefore, it is agreed that the parties shall be entitled to seek injunctive relief, including but not limited to a mandatory injunction. 7.22 Severability If any provision of this Agreement shall be determined to be unenforceable or void by a court of competent jurisdiction, all other provisions shall remain in full force and effect. 7.23. Non-Precedent. The parties hereto acknowledge and agree that the terms and conditions contained herein are negotiated under unique factual circumstances, including without limitation, the circumstance that the Village is outside LIPA's service territory. As such, 19 neither party to this Agreement shall be bound by the terms and conditions contained herein for subsequent transactions unrelated to the transactions contemplated hereunder. IN WITNESS of this, the undersigned have executed this Agreement as of this_day of May 2017. Village of Greenport: By: LONG ISLAND ELECTRIC UTILITY SERVCO, LLC ("LIPA") as agent of and acting on behalf of LONG ISLAND LIGHTING COMPANY d/b/a LIPA ("LIPA") By. 1 By: John O'Connell Title: Vice President 20 Exhibit A 21 Exhibit B n�f 22 Exhibit C 23 Exhibit D 24