Greenport Maritime Festival

This License Agreement ("hereinafter License"), by and between the Hold Fast Fund Inc. with offices at 211 Carpenter Street Greenport, NY 11944 and Greenport Business Owners Alliance LLC. with offices at PO Box 93 Greenport, NY 11944 ("Licensor"), and

having a place of business at:

WITNESSETH

WHEREAS,

wishes to utilize a portion of outdoor space regarding

along Front Street, between Third and Main Street, and Main Street, between the harbor and Center Street, inclusive of Mitchell Park (hereinafter “Licensed Premises”); and WHEREAS, Licensor wishes to grant the Licensee the revocable, non-assignable right to utilize a portion of said outdoor space regarding the authorized activity at the licensed premises; NOW, THEREFORE, in consideration of the mutual agreements herein contained, Licensor and Licensee, for themselves and their successors, hereby agree as follows:

1. Licensing. Upon the terms and conditions hereinafter set forth, Licensor hereby
licenses to Licensee the revocable and non-assignable right to use a portion of the
Licensed Premises in an area to be solely located and defined by Licensor.

2. Term of the License. The term of this License (the "term") shall be limited to
September 26, 2026, and September 27, 2026, from 10 A.M. to 5 P.M unless terminated
sooner. Licensee agrees that Licensor reserves the unilateral right to terminate the term
of this license at any time and for any reason upon immediate notice, which may be
verbal or otherwise.

3. Authorized Hours of Operation: 10 A.M. to 5 P.M

4. Condition of the Licensed Premises. Licensee is familiar with the Licensed
Premises, has examined same, and, except as explicitly hereinafter provided, Licensee agrees to accept the licensed premises in its "as is" condition without reliance upon any representations or warranties of or made by Licensor or anyone else. Licensee further agrees and acknowledges that, as this is an outdoor event subject to adverse weather conditions, Licensee shall provide all weather protection equipment, including canopies and tents, which must be Village of Greenport-compliant, and that Licensor shall be under no obligation to provide the same. Licensee further agrees that Licensor shall have the unilateral right in its sole discretion to cancel any or all event dates as delineated above, it deems warranted, for any reason, including weather-related events. In the event Licensor cancels any or all of the above event dates for any reason, Licensee further agrees that such cancellation shall not entitle Licensee to costs, expenses, or reimbursement of any kind.

5. Insurance: Licensee will be responsible for providing primary and noncontributory general commercial liability insurance coverage in the amount of not less than $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate with a company or companies reasonably satisfactory to the Licensor rated A XI or better. Licensee will provide certificates of the foregoing insurance, including proof of proper endorsement regarding the following designated additional insureds, namely: 1. Hold Fast Fund Inc. 211 Carpenter St. Greenport, NY 11944 2. Greenport Business Owners Alliance LLC. (GBOA) PO Box 93 Greenport, NY 11944, 3. Village of Greenport 236 3rd Street Greenport, NY 11944 regarding each event date. Such insurance certificate(s) must be uploaded and/or submitted to the Greenport Maritime Festival Committee at hello@greenportmaritimefestival.com on or before September 5, 2025.

6. Indemnification: Licensee agrees to indemnify and hold Hold Fast Fund Inc., the
Greenport Business Owners Alliance LLC., and the Village of Greenport, and their
respective officers, employees, agents, representatives and officials harmless from any and all loss, claim, actions, costs or liability associated with its use of the property, authorized activity, and related activities described herein, including liability for damages to property or for injuries or death to persons which may arise from, or be attributable or incident to the use by Licensee and its employees, agents, representatives and concessionaires of the licensed premises, excepting liability solely caused by the gross negligence of the Village of Greenport or other above named Licensors or its employees, agents or representatives. Without limiting the generality of the foregoing, Licensee agrees to indemnify and hold the Village of Greenport and other Licensors harmless from any lien claimed or asserted for labor, materials, or services furnished to Licensee in connection with the use of the property. With respect to any suit or claim by the Town or other Licensors, whether under this indemnification provision or otherwise, Licensee, for itself, its agents, employees and representatives, hereby expressly waives any defense which might preclude or limit either enforcement of this indemnification clause or any reasonable attorney’s fees incurred by the Village of Greenport or other Licensors securing compliance with the provision of this indemnification agreement.

7. Repair, Maintenance, and Inventory of License Premises. Licensee, at its sole
expense, agrees to maintain the Licensed Premises free of trash and debris and to return the premises to its original condition following completion of each event date and the license term. Licensee shall not alter the Licensed Premises without the prior permission of the Licensor.

8. Assignment. Notwithstanding anything to the contrary contained in the License,
Licensee shall not assign this license, the use of the Licensed Premises, in whole or in part, or permit Licensee's interest to be vested in any other party other than Licensee by operation of law or otherwise without the expressed written consent of the Licensor.

9. Licensee agrees that Licensor has sole discretion and unilateral authority regarding the selection process as it pertains to participants.

10. Miscellaneous: (a) Merger. All prior understandings and agreements between the parties with respect to the subject matter hereof are merged within this agreement, which alone, fully and completely sets forth the understanding of the parties with respect to the subject matter hereof. This license may not be changed or terminated orally, or in any manner, other than in writing signed by the party against whom enforcement is sought.

11. Licensee represents that Licensee shall conduct the authorized activity, at its own expense, in compliance with all applicable Town of Southold and Village of Greenport code provisions, as well as applicable Federal, New York State, and Suffolk County laws, rules, and regulations, which shall be subject to enforcement by police personnel, town personnel, and/or private security personnel.

12. Licensee further represents that the named signatory is authorized to execute this license agreement on behalf of the Licensee and that Licensor has relied upon this representation in executing this license agreement.

13. Licensee further agrees that Licensor shall not be liable or responsible for lost,
damaged, or stolen property of Licensee while on the Licensed Premises. Licensee
additionally agrees that Licensor shall not be liable for any direct, indirect, or
consequential damages sustained by Licensee, including damages related to
weather-related conditions, canceled event dates, or otherwise.

14. Licensee further represents, warrants, and agrees to comply with all of the terms and conditions of the license agreement. Licensee acknowledges that failure to comply with said terms and conditions of this license agreement may subject the Licensee to an immediate termination of the license agreement.

IN WITNESS WHEREOF, Licensor and Licensee do hereby execute this License as of
the date and year first above written. Licensor: Greenport Business Owners Alliance LLC.

________________________________

Sarah Phillips, Executive Director GBOA LLC.

Date: 01/01/2026