UTILITY PIPE BENT EASEMENT AGREEMENT [PE-UB5] THIS ...

UTILITY PIPE BENT EASEMENT AGREEMENT
RECORD AND RETURN TO: BOX 14 ½ (SJT)
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[PE-UB5]
THIS UTILITY PIPE BENT EASEMENT AGREEMENT, dated this ____
day of March, 2008 (this “Agreement”) by and between ACQUEST SOUTH PARK,
LLC, a New York limited liability company with offices at 80 Curtwright Drive, Suite 5,
Amherst, New York, 14221 (“Grantor”), and EASTMAN KODAK COMPANY, a New
Jersey corporation having an office at 343 State Street, Rochester, New York 14650
(“Grantee ” ).
WITNESSETH:
WHEREAS, Grantee has previously conveyed to Grantor a certain parcel of land
located in the Town of Greece, Monroe County, New York, which parcel is also identified
as being part of Tax Map Parcel No. 089.04-01-002.101 and also designated as “Lot 2” on
a map entitled “KPS Subdivision, Overall Subdivision Plat” prepared by Passero
Associates, P.C., dated November, 2007 and last revised December 6, 2007, which map
was filed in the Monroe County Clerk’s Office on December 13, 2007 in Liber 333 of
Maps, pages 3 through 13 (the “Subdivision Map”), and certain parcels of land located on
Lexington Avenue in the City of Rochester, County of Monroe, New York, which parcels
are also identified as Tax Map Parcel Nos. 104.27-01-36.1, 104.28-01-002.1, 104.28-01-
8.1, 104.28-01-09 and 105.21-01-07.005; all as more particularly described on Exhibit
“A” attached hereto and made a part hereof (collectively, “Grantor’s Lands”); and
WHEREAS, pursuant to a certain Utility Services Agreement of even date
herewith (the “Utility Services Agreement”), Grantee has agreed to provide electric,
steam, chilled water and compressed air utility service to Grantor’s Lands, subject to the
terms and conditions of the Utility Services Agreement, using certain existing utility
lines, pipes and related facilities, some of which are located within pipe bents located on
Grantor’s Lands; and
WHEREAS, Grantor has agreed to grant to Grantee an easement over a portion of
Grantor’s Lands for access to and maintenance of such existing utility pipe bents for the
benefit of Grantor’s Lands; and
WHEREAS, Grantor and Grantee mutually desire to agree upon and set forth
their respective rights and obligations with respect to such easements and are executing
and delivering this Agreement for that purpose.
NOW THEREFORE, in consideration of the sum of One and 00/100 Dollar
($1.00) and for other good and valuable consideration paid by Grantee to Grantor, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant
and agree as follows:

1. Grantor hereby grants and conveys to Grantee, Grantee’s successors and
assigns, a permanent, exclusive easement (the “Utility Pipe Bent Easement”) for the
operation, maintenance, repair, alteration and replacement of certain utility pipe bents,
and related appurtenances, equipment, devices, facilities and improvements (collectively,
the “Utility Pipe Bent Facilities”) for the purpose of providing utility service to the
building located on Grantor’s Lands designated on the Subdivision Map as Building 605,
on, through and over that portion of Grantor’s Lands described on the Subdivision Map
(Drawing Nos. 7 and 9 of 11) as “PE-UB5 Utility Bent”, and as more particularly
described on Exhibit “B” attached hereto and made a part hereof (the “Utility Pipe Bent
Easement Area”). Grantor hereby further grants and conveys to Grantee, Grantee’s
successors and assigns, a permanent, non-exclusive easement (the “Access Easement”)
for vehicular and pedestrian ingress and egress on, through and over the driveways and
parking areas located on Grantor’s Lands (the “Access Easement Area”) for the purpose
of providing access to the Utility Pipe Bent Easement Area.
2. Grantor shall generally maintain the Access Easement Area and the Utility
Pipe Bent Easement Area in good condition and repair at Grantor’s sole cost and
expense. Subject to the provisions of the Utility Services Agreement, Grantee shall
operate, maintain, repair, alter and replace the Utility Pipe Bent Facilities at Grantee’s
sole cost and expense. The Utility Pipe Bent Facilities shall be and remain the property of
Grantee, Grantee’s successors and assigns, forever.
3. Grantee, Grantee’s servants, agents, employees, contractors and
subcontractors, shall have access to, and the right to enter upon, the Access Easement
Area and the Utility Pipe Bent Easement Area by vehicle or on foot, as the case may be,
and to utilize the Access Easement Area and the Utility Pipe Bent Easement Area
whenever necessary for the purposes for which the Access Easement and the Utility Pipe
Bent Easement are granted. Grantor shall at all times, and at Grantor’s sole cost and
expense, maintain the driving surfaces and parking areas on Grantor’s Lands and within
the Access Easement Area in such condition as shall reasonably be required to provide
Grantee with sufficient access to the Utility Pipe Bent Facilities for the exercise by
Grantee of the rights granted Grantee under this Agreement.
4. Grantor shall have the right to use that portion of Grantor’s Lands located
within the Access Easement Area and the Utility Pipe Bent Easement Area; provided that
such use shall not interfere with, obstruct or limit any of the rights granted under this
Agreement. Grantor reserves the right to grant other easements and rights-of-way on,
through, over or under Grantor’s Lands provided that such easements and rights-of-way
do not interfere with, obstruct or limit any of the rights granted under this Agreement.
5. Grantee shall use Grantee’s commercially reasonable efforts in the
exercise of the rights granted under this Agreement to avoid interference with Grantor’s
business operations on Grantor’s Lands. Grantee shall, at Grantee’s sole cost and
expense and in each instance following the exercise of the rights herein granted, repair
any damage to the surface area of the Utility Pipe Bent Easement Area, the Access
Easement Area or Grantor’s Lands caused by or arising out of the exercise of the rights
granted under this Agreement. Grantee shall indemnify, defend and hold Grantor
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harmless from and against all liabilities, damages, claims, suits and actions for damage to
property or injury (including death) to persons arising out of Grantee’s exercise of any of
Grantee’s rights granted under this Agreement or the operations, acts, omissions or
negligence of Grantee, Grantee’s servants, agents, employees, contractors or invitees
upon or in relation to the Grantor’s Lands. Grantor shall indemnify, defend and hold
Grantee harmless from and against any and all liabilities, damages, claims, suits and
actions for damage to property or injury (including death) to persons arising out of the
operations, acts, omissions or negligence of Grantor or Grantor’s agents, servants,
employees, contractors or invitees upon or in relation to the Utility Pipe Bent Easement
Area.
6. Grantor represents and warrants that Grantor has the right to grant the
easement rights granted under this Agreement.
7. This Agreement, the Access Easement, and the Utility Pipe Bent Easement
shall run with the land and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
8. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement
as of the day and year first written above.
Pipe Bent Easement - PE-UB5
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GRANTOR:
ACQUEST SOUTH PARK, LLC
By:
Name:
Its:
GRANTEE:
EASTMAN KODAK COMPANY
By:
Name:
Its:

STATE OF NEW YORK )
) ss.:
COUNTY OF )
On the __ day of March in the year 2008 before me, the undersigned, a Notary
Public in and for said State, personally appeared _______________________, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the
instrument.
STATE OF NEW YORK )
) ss.:
COUNTY OF )
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NOTARY PUBLIC
On the __ day of March in the year 2008 before me, the undersigned, a Notary
Public in and for said State, personally appeared _________________________,
personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual acted,
executed the instrument.
NOTARY PUBLIC

PARCEL I
Exhibit “A”
Description of Grantor’s Lands
ALL THAT TRACT OR PARCEL OF LAND, SITUATED IN TOWN LOTS 81 AND
90, TOWNSHIP 1, SOUTH RANGE, 20,000 ACRE TRACT, IN THE CITY OF
ROCHESTER AND TOWN OF GREECE, COUNTY OF MONROE, STATE OF NEW
YORK AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING ON THE NORTHERLY RIGHT OF WAY OF LEXINGTON AVENUE,
RIGHT OF WAY VARIES, WITH ITS INTERSECTION WITH THE EASTERLY
RIGHT OF WAY OF REX STREET; THENCE,
1. NORTH 00˚15’46” WEST, ALONG THE EASTERLY RIGHT OF WAY
OF REX STREET, A DISTANCE OF 134.75 FEET TO A POINT ON
THE SOUTHERLY LINE OF 1700 LEXINGTON AVENUE SUB;
THENCE,
2. NORTH 89˚39’25” EAST, A MEASURED BEARING, ALONG SAID
SOUTHERLY PROPERTY LINE, A DISTANCE OF 169.78 FEET TO
THE SOUTHEASTERLY CORNER OF SAID SUBDIVISION;
THENCE,
3. NORTH 00˚14’16” EAST, ALONG THE EASTERLY LINE OF SAID
SUBDIVISION, A MEASURED DISTANCE OF 638.78 FEET TO A
POINT; THENCE,
4. NORTH 00˚00’01” EAST, A MEASURED DISTANCE OF 106.34 FEET
TO A POINT; THENCE,
5. SOUTH 89˚48’56” WEST, A DISTANCE OF 42.20 FEET TO A POINT;
THENCE,
6. NORTH 00˚17’09” EAST, A DISTANCE OF 639.80 FEET TO A POINT;
THENCE,
7. NORTH 00˚00’00” EAST, A DISTANCE OF 2.50 FEET TO A POINT;
THENCE,
8. SOUTH 89˚44’39” EAST, A DISTANCE OF 60.55 FEET TO A POINT;
THENCE,
9. NORTH 00˚09’44” EAST, A DISTANCE OF 354.81 FEET TO A POINT;
THENCE,
10. NORTH 89˚23’45” WEST, A DISTANCE OF 98.72 FEET TO A POINT;
THENCE,
11. NORTH 00˚14’42” EAST, A DISTANCE OF 670.86 FEET TO A POINT;
THENCE,
12. NORTH 31˚01’19” WEST, A DISTANCE OF 48.37 FEET TO A POINT;
THENCE,
13. NORTH 00˚22’40” EAST, A DISTANCE OF 29.71 FEET TO A POINT;
THENCE,
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14. SOUTH 90˚00’00” EAST, A DISTANCE OF 583.32 FEET TO A POINT;
THENCE,
15. NORTH 00˚00’00” WEST, A DISTANCE OF 13.56 FEET TO A POINT;
THENCE,
16. SOUTH 89˚37’55” EAST, A DISTANCE OF 1272.43 FEET TO A
POINT; THENCE,
17. SOUTH 00˚00’00” EAST, A DISTANCE OF 1793.08 FEET TO A
POINT; THENCE,
18. NORTH 89˚43’52” EAST, A DISTANCE OF 32.54 FEET TO A POINT;
THENCE,
19. SOUTH 00˚07’18” EAST, A DISTANCE OF 320.82 FEET TO A POINT;
THENCE,
20. SOUTH 89˚22’56” WEST, A DISTANCE OF 396.80 FEET TO A
POINT; THENCE,
21. SOUTH 00˚37’04” EAST, A DISTANCE OF 363.00 FEET TO A POINT;
THENCE,
22. SOUTH 89˚22’56” WEST, A DISTANCE OF 50.00 FEET TO A POINT;
THENCE,
23. SOUTH 00˚37’04” EAST, A DISTANCE OF 134.75 FEET TO A POINT
ON THE NORTHERLY RIGHT OF WAY OF LEXINGTON AVENUE;
THENCE,
24. SOUTH 89˚22’56” WEST, ALONG SAID NORTHERLY RIGHT OF
WAY OF LEXINGTON AVENUE, A MEASURED DISTANCE OF
98.28 FEET TO A POINT; THENCE,
25. SOUTH 89˚39’25” WEST, A MEASURED BEARING, ALONG THE
SAID NORTHERLY RIGHT OF WAY OF LEXINGTON AVENUE A
MEASURED DISTANCE OF 106.29 FEET TO A POINT ON THE
EASTERLY LINE OF GUERNEY STREET, (50’ ROW); THENCE,
26. NORTH 00˚20’35” WEST, ALONG SAID EASTERLY LINE OF
GUERNEY STREET A DISTANCE OF 134.75 FEET TO A POINT;
THENCE,
27. SOUTH 89˚39’25” WEST, A MEASURED BEARING, ALONG THE
NORTHERLY LINE OF GUERNEY STREET, A DISTANCE OF 50.00
FEET TO A POINT ON THE WESTERLY RIGHT OF WAY OF
GUERNEY STREET; THENCE,
28. SOUTH 00˚20’35” EAST, ALONG SAID WESTERLY RIGHT OF WAY
A DISTANCE OF 134.75 FEET TO A POINT ON THE NORTHERLY
RIGHT OF WAY OF LEXINGTON AVENUE; THENCE,
29. SOUTH 89˚39’25” WEST, A MEASURED BEARING, ALONG SAID
NORTHERLY RIGHT OF WAY OF LEXINGTON AVENUE A
DISTANCE OF 630.00 FEET TO A POINT ON THE EASTERLY
RIGHT OF WAY OF HOLLY AVENUE (50’ ROW); THENCE,
30. NORTH 00˚20’35” WEST, ALONG SAID EASTERLY RIGHT OF WAY
OF HOLLY AVENUE, A DISTANCE OF 134.75 FEET TO A POINT;
THENCE,
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31. SOUTH 89˚39’25” WEST, A MEASURED BEARING ALONG THE
NORTHERLY RIGHT OF WAY OF HOLLY AVENUE, A DISTANCE
OF 50.00 FEET TO A POINT; THENCE,
32. SOUTH 00˚20’35” EAST, ALONG THE WESTERLY RIGHT OF WAY
OF HALLEY AVENUE, A DISTANCE OF 134.75 FEET TO THE
NORTHERLY RIGHT OF WAY OF LEXINGTON AVENUE; THENCE,
33. SOUTH 89˚39’26” WEST, A MEASURED BEARING, ALONG SAID
NORTHERLY RIGHT OF WAY OF LEXINGTON AVENUE, A
MEASURED DISTANCE OF 599.65 FEET TO A POINT ON THE
EASTERLY RIGHT OF WAY OF REX STREET, (50’ ROW) TO THE
POINT OF BEGINNING, ENCOMPASSING 104.454 ACRES OF LAND
MORE OR LESS.
PARCEL II
ALL THAT TRACT OR PARCEL OF LAND, SITUATED IN TOWN LOTS 81 AND
90, TOWNSHIP 1, SOUTH RANGE, 20,000 ACRE TRACT, IN THE CITY OF
ROCHESTER AND TOWN OF GREECE, COUNTY OF MONROE, STATE OF NEW
YORK AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING ON THE NORTHERLY RIGHT OF WAY OF LEXINGTON AVENUE,
RIGHT OF WAY VARIES, WITH ITS INTERSECTION WITH THE WESTERLY
PROPERTY LINE OF LANDS NOW OR FORMERLY OF ELEVEN SIXTY 4 LEX.,
INC., TAX ACCOUNT NO. 105.22-01-001; THENCE,
34. SOUTH 89˚22’56” WEST, ALONG THE NORTHERLY RIGHT OF
WAY OF LEXINGTON AVENUE, A MEASURED DISTANCE OF
486.25 FEET TO A POINT; THENCE,
35. NORTH 01˚14’19” WEST, A DISTANCE OF 217.79 FEET TO A
POINT; THENCE,
36. SOUTH 89˚22’56” WEST, A DISTANCE OF 400.00 FEET TO A
POINT; THENCE,
37. NORTH 01˚14’19” WEST, A DISTANCE OF 279.98 FEET TO A
POINT; THENCE,
38. SOUTH 89˚22’56” WEST, A DISTANCE OF 693.71 FEET TO A
POINT; THENCE,
39. NORTH 00˚07’18” WEST, A DISTANCE OF 320.82 FEET TO A
POINT; THENCE,
40. SOUTH 89˚43’52” WEST, A DISTANCE OF 32.54 FEET TO A POINT;
THENCE,
41. NORTH 00˚00’00” WEST, A DISTANCE OF 1793.08 FEET TO A
POINT; THENCE,
42. SOUTH 89˚37’55” EAST, A DISTANCE OF 1114.46 FEET TO A
POINT ON THE SOUTHWESTERLY PROPERTY LINE OF LOT 2 OF
LIBER 332 OF MAPS, PAGE 56; THENCE,
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43. SOUTH 57˚10’46” EAST, A DISTANCE OF 101.38 FEET TO A POINT;
THENCE,
44. SOUTH 07˚07’11” EAST, A DISTANCE OF 799.02 FEET TO A POINT;
THENCE,
45. SOUTH 07˚45’46” EAST, A DISTANCE OF 130.94 FEET TO A POINT;
THENCE,
46. SOUTH 11˚40’21” EAST, A DISTANCE OF 128.96 FEET TO A POINT;
THENCE,
47. SOUTH 11˚17’29” EAST, A DISTANCE OF 128.37 FEET TO A POINT;
THENCE,
48. SOUTH 34˚42’17” EAST, A DISTANCE OF 128.70 FEET TO A POINT;
THENCE,
49. SOUTH 35˚17’18” EAST, A DISTANCE OF 194.08 FEET TO A POINT;
THENCE,
50. SOUTH 44˚04’18” EAST, A DISTANCE OF 107.24 FEET TO A POINT;
THENCE,
51. SOUTH 00˚30’57” EAST, A MEASURED DISTANCE OF 1016.35
FEET TO THE POINT OF BEGINNING, ENCOMPASSING 74.650
ACRES OF LAND, MORE OR LESS.
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Exhibit “B”
Description of Utility Pipe Bent Easement Area
ALL THAT TRACT OR PARCEL OF LAND SITUATED IN LOT 90 TOWNSHIP 1,
SHORT RANGE, 20,000 ACRE TRACT IN THE TOWN OF GREECE, COUNTY OF
MONROE, AND STATE OF NEW YORK AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWESTERLY PROPERTY CORNER OF LOT 1 OF THE
1700 LEXINGTON AVENUE SUBDIVISION AS FILED IN THE MONROE COUNTY
CLERK’S OFFICE AT LIBER 314 OF MAPS, PAGE 1; THENCE,
1. NORTH 00˚00’01” EAST, A DISTANCE OF 6.12 FEET TO A POINT;
THENCE,
2. SOUTH 90˚00’00” EAST A DISTANCE OF 77.71 FEET TO A POINT
THENCE;
3. NORTH 00˚00’00” EAST A DISTANCE OF 235.98 FEET TO A POINT
THENCE;
4. SOUTH 90˚00’00” EAST A DISTANCE OF 47.13 FEET TO A POINT ON
THE FACE OF BUILDING 605 THENCE;
SOUTH 00˚05’25” WEST ALONG THE FACE OF SAID BUILDING 605 A
DISTANCE OF 35.00 FEET TO A POINT THENCE;
5. NORTH 90˚00’00” WEST A DISTANCE OF 12.08 FEET TO A POINT
THENCE;
6. SOUTH 00˚00’00” WEST A DISTANCE OF 235.98 FEET TO A POINT
THENCE;
7. NORTH 90˚00’00” WEST A DISTANCE OF 112.83 FEET TO A POINT
THENCE;
8. NORTH 00˚14’16” EAST A DISTANCE OF 28.88 FEET TO THE POINT
OF BEGINNING, ENCOMPASSING 0.29 ACRES OF LAND, MORE OR
LESS.
ALL AS SHOWN ON A MAP PREPARED BY PASSERO ASSOCIATES, ENTITLED
“KPS SUBDIVISION”, MAPS 7 AND 9 OF 11.
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