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This Agreement made this _3_ day of December 2008 by and between PLAINFIELD RENEWABLE ENERGY, LLC (hereinafter called "Licensee") whose business address is 20 Marshall Street, Suite 300, Norwalk, Connecticut, and the TOWN OF CANTERBURY, CONNECTICUT (hereinafter called "Licensor"), a municipal corporation with Town offices located at One Municipal Drive, Canterbury, Connecticut.
WIT N E SSE T H:
That the Town of Canterbury, for and in consideration of the covenants and conditions hereinafter stated, on the part of the Licensee to be kept and performed, hereby permits Licensee on and after the commencement date (as hereinafter defined) to construct, maintain, repair, alter, and renew two underground water pipes or conduits within the public right of way of Packer Road for the purpose of transporting water in connection with the operation of a wood biomass electric generating facility in Plainfield, Connecticut in accordance with the approval of the Connecticut Siting' Council Petition #784 and subject to the terms and conditions stated herein.
In consideration of Licensor's permission to install the underground water pipes as aforesaid, Licensee agrees, at its sole cost find expense, to repave Packer Road, shoulder to shoulder, for the entire distance of the water pipe installation route in Canterbury, as shown on the attached Figure 18 (Exhibit A). The Work will be done in accordance with Town standards as per the Typical Section Drawing by Anchor E;ngineering Services, Inc. dated 01/24/07 (revision 11/24/08) attached hereto as Exhibit B. The Work will commence within 365 days of Licensee's receipt of all necessary permits, approvals and finanCing (the "Commencement Date") needed to begin construction of its proposed electric generating facility in Plainfield, CT and which may be required for The Work. The Work will be completed (barring labor disputes, concealed conditions, governmental act or act of God or other unforeseen events) within 180 days of commencement.
The License referred to herein shall be non-exclusive and shall have an initial term of twenty (20) years cornrnencinq on the Commencement Date. The Licensee shall have the option of renewing the License for four (4) (additional terms of ten '(10) years (the "Renewal Period"). The request for renewal must be made in writing by Licensee giving the Town notice not less than six months prior to the end of the current term. The License granted for the Renewal Period shall be upon the same terms and conditions as are set forth herein.
LOCATION AND USE OF WATER PIPES
The Licensee's use of the right of way shall be for the sale purpose of providing water supply, water discharge and associated controls for its electric generating facifity and for no other purpose. The work of constructing, maintaining, repairing, altering,· renewing. relocating or removing the water pipes shall be done under such general conditions as will be satisfactory to the Town of Canterbury and as will not interfere with the proper and safe use, operation and enjoyment of Packer Road. Licensee shan at an times be obligated to promptly maintain and repair the pipes. In the event of an emergency affecting the pipes, Licensee will take immediate steps to perform any necessary repairs and in the event Licensee fails so to do, the Town may perform said necessary repairs at the sale cost and expense of Licensee. tlcensee agrees to restore the roadway to the same condition it was in prior to any damage. Licensee shall comply with all federal. state and local laws applicable to the construction and operation of the underground piping and shall assume all costs, expenses and responsibility in connection therewith without any liability whatsoever on the part of the Town. Licensee agrees to post a maintenance bond, in form satisfactory to the Town and in the amount of $20,000, at such time as it completes the Work called for by this Agreement and after the performance bond referred to in Article 6 has been released, to guarantee its obligation to maintain and repair the water pipes. 4. TERMINATION AND RIGHT TO CURE The License granted herein may be terminated only for the following reasons: a. b. c. d. e. f. g. h. The discontinuance by Licensee of the use of the power generating facility in Plainfield; . The discontinuance by Licensee of the use of the: underground water pipes; Written mutual agreement of the parties hereto; Notice by Licensee that the use or construction of the power generating facility is substantially nonfeasible; failure to pay when due any sums due hereunderwhen required to be paid by the Licensee; failure by Licensee to complete the Work referred to in Section 1 by October 1,2011. bankruptcy or insolvency of the Licensee; other material breach of this Agreement.
As a precondition to pursuing any remedy for an alleged default by Licensee, Town shall, before pursuing any remedy, give written notice of default to Licensee. Each . such written notice shall specify in detail the alleged event of default. Licensee shan have a period of thirty (30) days following receipt of written notice from the Town to correct any alleged default provided, however, that where such default cannot reasonably be cured in
such thirty day period, if Licensee shall proceed promptly to cure the same and prosecute such curing with due diligence, the time for curing such default shall be extended for such period of time as may be necessary to complete such curing.
Licensee shall be responsible for initiating, maintaining. and supervising all safety precautions and programs in connection with the work. It shall take all reasonable precautions for the safety of, and shall provide all reasonable precautions to prevent damage, injury, or loss to (1) all employees on the work and other persons who may be affected thereby; (2) all the work and all materials and equlpment to be incorporated therein; and (3) other property at the site or adjacent thereto. It shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public authority having jurisdiction for the safety of persons or property or to protect them from damage, injury, or' loss. Licensee shall respect the property rights of private persons owning property along the roadway. AU damage or loss to any property caused in whole or in part by Licensee, any contractor, any subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable shall be remedied by the Licensee. Licensee also covenants and agrees and shall at all times indemnify, protect and save harmless Licensor from and against all costs or expense resulting from any and all damages, injuries, claims or suits caused by the construction, use, :maintenance or repair of the underground pipes except for those conditions or claims caused by Licensor's own negligence. No fewer than thirty (30) days prior to the Commencement Date, Licensee shall provide the Town with a security and traffic plan, detailing the anticipated construction schedule and the measures that will be taken" to accommodate roadway and pedestrian traffic and safety. The measures shall include those measures which are customarily required by law or recommended by industry standards. like signaling, traffic warning signs, stops, and personnel. The plan also shall provide for the nightly and weekend storage of equipment and materials in a safe manner that will also not produce any nuisances. No work shall commence prior to the Town providing its written approval of the said plan which app.roval shall not be unreasonably withheld.
BONDING AND INSURANCE
Licensee shall furnish a performance bond, with a surety from bonding company qualified to do business in the State of Connecticut, in the principal amount of Two Hundred Thousand Dollars ($200,000.00) as security for the faithful performance of all the Licensee's obligations under this License Agreement and the construction of the roadway. The bond shall be in such form and content as is approved by the Town, in writing, and shall ensure the complete performance of all work.
Licensee shall purchase and maintain such insurance as will protect it from claims under Workers' Compensation acts and other employee benefits acts, from claims for damages because of bodily injury, including death in the amount of $5,000,0000 aggregate and $2,000,000 pet incident, and from claims for damages to property in the amount of $100,000 which may arise out of or result from Licensee's operations under this Agreement whether by itself or by any contractor, subcontractor, or anyone directly or indirectly employed by any of them. Certlflcates of such insurance shall be filed with the Town prior to commencement of the work. . 8. OTHER CONSIDERATION
As additional consideration for this License Agreement, Licensee shall pay the Town of Canterbury the sum of $1 0,000 at such time as construction of the underground water pipes within the Packer Road right of way commences. Licensee shall also be responsible for all reasonable costs incurred by the Town in inspecting the Licensee's Work. 9. ASSIGNMENT
Licensee shall not assign or otherwise convey any of its rights under this License Agreement without the prior written consent of the Town (which consent shall not be unreasonably withheld or delayed); provided, however, that without any such consent, Licensee may assign all of its rights hereunder to any successor in interest or to an affiliated company. Upon each permitted assignment described in this Section, the assignee shall expressly assume in writing all of the obligations of the assigning party hereunder. . Dated at Canterbury, CT this __ day of December, 2008. TOWN OF CANTERBURY
Brian Sear Its First Sefectman, Duly Authorized PLAINFIELD
. ABLE ENERGY, LLC E L~C, It Member
STATE OF CONNECTICUT) COUNTY OF WINDHAM
On this :3/'0l day of December, 2008, personally appeared Brian Sear, First Selectman of The Town of Canterbury, Connecticut, signer of the foregoing instrument, and acknowledged the same to be his free act and deed, and the free act and deed of said corporation, before me.
Commissioner of the Superior Court Notary Public My Commission Expires: t/- 30- ;U; 10
STATE OF CONNECTICUT) COUNTY OF FAIRFIELD
: ss )
On this /(P ~ day of December, 2008, personally appeared Daniel Donovan, . Manager of NUPOWER LLC, the member of Plainfield Renewable Energy, LLC, signer of the foregoing instrument, and acknowledged the same to be his free act and deed, and the free act and deed of said limited liability companies, before me.
a olnu e;;;t"'SiiiiI
NOTES; 1. TRENCH REPAIR SHAll BE COMPLETED WITHIN 30 DAVS O'~ATER LINE INSTALLATION. 2. FUlL OEPTH PAVEMENTANO SUBBASE RECLAIMATION AND 2" BIT. CONC. PAVEMENT CLASS 1 SHALL APPLY TO FULL WIDTH OF EXISTING PACKER ROAD. EXISTING PACKER ROAD SAW cur TRENCH EDGE APPLY TACK COAT BEFORE PAvEMENT REPA IR
FULL DEPTH PAVEMENT AND SUBBASE RECLAlMAT10N
.... ~ a,
3" BIT. CONC. PAVEMENT CLASS 1 REPAIR IN TWO 121 COURSES OF 1-1/2"
3.04 OF CONN. DOT SPECIFICATIONS 12" GRAVEL
AGG. 8AS£. PER SECTION NATIVE MATERIAL
'2" BIT. CONC.
PAVEMENT CLASS I (SHALL BE NO SOONER THAN 6 MONTHS 'AnER LINE INSTALLATION.)
WATER LINE WARNING TAPE WITH METALLIC DETECTORS
6" UINUS GRANULAR
BACKFILL COMPACTED IN 12" LAYERS. CONFORMING TO CONN. oor 1"',02.01 & M.D2.D6 GRADING B
WATER SUPPLY PIPE (lD tl WATER DISCHARGE LINE (S"tl
. : ..
PIPE BEDDING MATERIAL PER CONN. DOT M.08.01121)
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