HomeMy Public PortalAbout05-08-2012 Wells Avenue Licensing Agreement final LICENSE AGREEMENT
This LICENSE AGREEMENT (this "License") is executed this day of May, 2012
by and between the City known as the Town of Watertown, acting by and through its Town
Manager, with an address of 149 Main Street, Watertown, Massachusetts 02472 (the "Town"),
and RBS Citizens,N.A., a national banking association, formerly known as Citizens Bank,N.A.,
successor by merger to Citizens Bank of Massachusetts, with an address of 480 Jefferson
Boulevard, Warwick, Rhode Island 02886 ("Licensor").
Whereas, Licensor is the lessee under a lease with Inland American CFG Portfolio,
L.L.C. ("Owner"), dated as of June 14, 2007 (the"Lease") for certain property located at 631
Mount Auburn Street, Watertown, Massachusetts, more particularly described at Exhibit A(the
"Property").
Whereras, the Town has licensed a portion of the Property, more particularly described at
Exhibit B (the "License Premises"), under an Indenture with Union Market National Bank of
Watertown, dated August 15, 1960 (the"Indenture").
Whereas, Town desires to continue to license the License Premises from the Licensor for
the purpose and use described in Section I below, and on the terms and conditions set forth in
this License.
Now, therefore, the Licensor hereby grants such entry and license to use the License
Premises to the Town, subject to the following terms and conditions:
I. USE, PURPOSE, TERM
Subject to the terms and conditions of the Lease, entry and use are specifically granted to
the Town, its agents, representatives, employees, invitees, permitees and licensees for the
purposes of parking of passenger vehicles on the License Premises and for all purposes and uses
incidental thereto, including, but not limited to, the installation of meters and other parking
control devices to assess parking charges for use of the License Premises. No parking of
municipal vehicles or overnight storage of vehicles (except as expressly set forth in the following
sentence) shall be permitted on the License Premises. Overnight parking of privately owned
passenger vehicles shall be permitted throughout the Term of this License. Any parking meters
installed on the License Premises shall allow for a maximum parking period of two hours and
shall be in effect from 8:00 am through 6:00 pm Monday through Saturday.
Such entry and use by the Town, its agents, representatives, employees, invitees,
permittees, and licensees, shall be exercised from the date of the execution of this License and
shall continue until the earlier to occur of(a) the expiration or earlier termination of the Lease or
(b)the termination of this License by either party in accordance with the provisions of Section
VIII below. Such entry and use shall be non-exclusive and shall allow for the entry of Licensor
and the Owner and their agents, representatives, employees, invitees,permittees, licensees and
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customers onto the License Premises, and shall be further limited by the provisions of Section
VII below.
II. CONSIDERATION
The consideration for this License shall be a fee of$1.00, the payment of all costs and
expenses associated with the exercise of the rights granted hereunder, together with the
observation and performance by the Town of all the obligations and covenants set forth within
this License to the reasonable satisfaction of the Licensor.
III. INSURANCE
The Town shall, at its sole expense, maintain commercial general liability insurance
including broad form contractual liability coverage with minimum combined single limits of
$5,000,000 for injury to or death of one or more persons or damage to or destruction of property
in any one occurrence and statutory worker's compensation insurance, naming the Licensor and
the Owner as additional named insureds and protecting the Licensor and Owner from and against
any and all claims, damages, costs, expenses,penalties, losses, liabilities, obligations, injuries,
etc., to the extent arising from or in connection with the Town's use and maintenance of the
License Premises as permitted under Section II above ("Insurance Coverage"). The Town shall
be responsible for any and all deductibles associated with the Insurance Coverage. The Insurance
Coverage shall be procured from an insurance company with at least an A+rating by A.M. Best
Company. The Insurance Coverage shall be deemed primary and non-contributing with respect
to any insurance maintained by the Licensor and shall provide for thirty(30) days prior written
notice to Licensor and to each additional named insured in the event of cancellation, expiration,
termination, modification or change. A copy of the insurance policy and original Certificate of
Insurance evidencing the Insurance Coverage, shall be delivered to the Licensor upon the
execution of the License by the Town and upon each anniversary of such date during the Term of
this License. The Licensor shall have the right to review and approve the Insurance Coverage
proposed by the Town, which approval shall not be unreasonably withheld or delayed. The
Town shall renew and maintain the Insurance Coverage,with commercially acceptable increases
to the agreed upon limits, during the entire period of the Town's use of the License Premises.
IV. INDEMNIFICATION
Town and its agents, representatives and employees, to the extent not prohibited by law,
shall indemnify and save harmless Licensor and Owner from and against any and all claims,
demands, suits, actions, costs, and judgments, whatsoever, including reasonable attorneys' fees,
which may be imposed upon, incurred by, or asserted against the Licensor or the Owner by
reason of(a) any failure on the part of the Town, its agents, representatives and employees to
perform or comply with any provisions of this License, or(b) for the death, injury or property
damage suffered by any person on account of or based upon the act, omission, fault, negligence
or misconduct of the Licensee, its agents, representatives, and employees. The obligations set
forth in this Section IV shall survive the expiration or earlier termination of this License.
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V. RISK OF LOSS
Town agrees that it shall use and occupy the License Premises at its own risk, and neither
the Licensor nor the Owner shall be liable to Town for any injury or death to persons entering the
License Premises pursuant to the License, or loss or damage to vehicles, equipment or other
personal property of any nature whatsoever(whether on foot, in vehicle or otherwise) of the
Town, or of anyone claiming by or through the Town, that are brought upon the License Premises
pursuant to the License, except if such injury, death, loss or damages is caused by the willful act
or gross negligence of the Licensor, the Owner, or their employees, agents, contractors or
invitees.
VI. CONDITION OF THE PREMISES
Town acknowledges and agrees that it accepts the License Premises in"as is" condition
for the purpose of this License, and that Licensor has made no representation or warranty
regarding the fitness of the License Premises, except as expressly stated herein.
VII. CONDUCT; MAINTENANCE AND REPAIR
During the exercise of the rights hereby granted, the Town shall at all times conduct itself
so as not to unreasonably interfere with the operations of the Licensor, and shall procure all
necessary permits before undertaking any work on the License Premises, and shall cause all such
work to be performed in a good and first-class workmanlike manner and in accordance with the
requirements of insurers, employing new materials of prime quality, and shall be undertaken in
compliance with all applicable local, state, and federal ordinances, rules, regulations, statutes and
by-laws. The Town agrees, on or before July 31, 2012, at the Town's sole cost and expense, to
complete the construction of all of the improvements to the License Premises as set forth in
Exhibit D attached hereto (the"Initial Improvements"). The Town, as part of the Initial
Improvements, and at the Town's sole cost and expense, agrees to repair any asphalt areas on the
License Premises and on the Licensor's remaining portion of the Property, to restripe the
Licensor's remaining portion of the Property and to maintain the same number of Licensor's
existing parking spaces on the Licensor's remaining portion of the Property(i.e., 24 parking
spaces). The Town acknowledges and agrees that it is installing an oil, water and particle
separator in the License Premises (the "Oil/Water Separator"). The Town agrees to install,
operate and maintain such Oil/Water Separator in compliance with all applicable laws and in
accordance with best industry practices throughout the term of this License. The Town shall, to
the extent not prohibited by law, indemnify and save harmless Licensor and Owner from and
against any and all claims, demands, suits, actions, costs, and judgments, whatsoever, including
reasonable attorneys' fees, which may be imposed upon, incurred by, or asserted against the
Licensor or the Owner by reason of(a) any failure on the part of the Town, its agents,
representatives and employees to install, operate and maintain the Oil/Water Separator in
accordance with all applicable laws and best industry practices throughout the Term of the
License. The provisions of this paragraph shall survive the termination of this License. The
Town shall be responsible for clearing of snow and sanding as well as trash removal, and for
necessary maintenance and repairs.
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In addition to the Initial Improvements, during the term of this License, Town may
maintain and make any repairs, alterations, additions or improvements to the License Premises,
including, but not limited to,paving, which are consistent with Section I hereof. All such future
maintenance, repairs, alterations, additions or improvements shall be subject to Licensor's prior
written approval, which approval shall not be unreasonably withheld or delayed, and shall be
undertaken in such manner as to not disrupt business or access to Licensor's remaining parking
lot on the Property, and shall be staged to keep the remaining parking lot open for bank
customers
VIII. TERMINATION and REVOCATION
This License shall be revocable by either party upon written notice of revocation at least
six (6)months prior to the termination date stated within said notice.
In the event that this License is terminated either by the expiration or sooner termination
of the Lease or by revocation of either party pursuant to this Section, then the Town, at its own
expense, shall leave all improvements made to the License Premises in good repair,which
improvements shall become the property of the Licensor or the Owner as the case may be, and
shall remove all its parking meters and control apparatus, signage and vehicles, and property
from the License Premises, and restore the License Premises to its original condition as at the
commencement of this License as improved by the construction of the Initial Improvements as
set forth in Exhibit D, as nearly as possible. This obligation shall survive the termination of this
License.
IX. RELEASE and WAIVER; ESTOPPEL
Licensor and Owner each waive, release and forever discharge the Town, its successors
and assigns, from all debt and any rent which may be owed under the Indenture, from the
effective date of the Indenture to the date of this License. Licensor and Owner further state that,
to the best of Licensor's and Owner's actual knowledge and belief, Town has maintained the
License Premises in a manner satisfactory to the Licensor and the Owner. Licensor and Owner
are satisfied with the present condition of the License Premises and the state of maintenance of
the same and have no claim against the Town with respect to the same, under the Indenture or
otherwise. Notwithstanding the foregoing, the Town agrees to continue, to the extent not
prohibited by law, to indemnify and save harmless Licensor and Owner from and against any
claims, demands, suits, actions, costs, and judgments, whatsoever, including reasonable
attorneys' fees which may be imposed upon, incurred by, or asserted against the Licensor or the
Owner by reason of (a) any failure on the part of the Town or its agents, representatives or
employees to perform their obligations under the Indenture or(b) for the death, injury or property
damage suffered by any person pursuant to the Indenture through the date hereof.
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X. SUPERCEDING OF INDENTURE
Except as expressly set forth herein, this License shall supersede the terms and provisions
of the Indenture the terms and provisions of which shall be null, void and of no further legal
effect.
XI. MODIFICATIONS and AMENDMENTS
Modifications or amendments to this License shall be in writing and duly executed by
both parties hereto to be effective.
XII. NOTICE
For purposes of this License, the parties shall be deemed duly notified in accordance with
the terms and provisions hereof, if written notices are mailed to the following addresses:
Town: Town of Watertown
149 Main Street
Watertown, MA 02472
Attention: Town Manager
With a Copy to: Mark R. Reich, Esq.
Kopelman and Paige, P.C.
101 Arch Street, 12th Floor
Boston, MA 02110
Licensor: RBS Citizens Business Services
4221 Pearl Road
Cleveland, OH 44109
Mail Code: OHP 100
Attn: Monica T. Wilson
With a Copy to: RBS Citizens,N.A.
910 Douglas Pike
Smithfield, RI 02917
Mail Code: RSD 370
Attn: Legal Counsel - Property Services
With a Copy to: RBS Citizens,N.A.
c/o JLL
525 William Penn Way, 20th Floor
Pittsburgh, PA 15259
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With a Copy to: David Howe
Vice President-Property Services
RBS Citizens Business Services
36 Washington St. - Mail Code MQA 210
Norwell, MA 02061
Phone 781-681-5610
Fax 781-681-5604
E-Mail david.howe@rbscitizens.com
With a Copy to: David Barry Connolly, Esq.
Hinckley Allen & Snyder, LLP
28 State Street
Boston, MA 02109
These addresses are subject to change, and the parties hereto agree to inform each other of such
changes as soon as practicable.
XIII. NO ESTATE CREATED
This License shall not be construed as creating or vesting in the Town any estate in the
License Premises, but only the limited right of possession as hereinabove stated.
XIV. EXHIBITS and ATTACHMENTS
Any and all exhibits and attachments referenced herein or attached hereto, are duly
incorporated within this agreement.
XV. SURVIVAL of TERMS and PROVISIONS
All appropriate terms and provisions relating to the restoration of the License Premises
affected hereby, shall survive the termination of this License including but not limited to the
provisions of Sections IV, V, VII, VIII, IX and X.
IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be
executed on this day of May, 2012
TOWN OF WATERTOWN RBS CITIZENS,N.A., a national banking
association formerly known as
Citizens Bank,NA, successor by merger to
Citizens Bank of Massachusetts
By: By:
Michael J. Driscoll Name:
Town Manager Title:
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Exhibit A
Property
Parcel I
One lot of land situated in Watertown, Middlesex County, Massachusetts, and being Lot
eight (8) on a plan entitled "Revision No. 1 of Northern Part of Section One of Vineyard
Lot, Watertown, Mass." dated January 18, 1926, T.A. Anderson, Surveyor, recorded in
Book of Plans 370 Plan 5, bounded and described as follows:
Northwesterly by the easterly line of Bigelow Avenue (new location), fifty (50) feet;
Northeasterly by Lot 7 as shown on said plan, fifty and 50/100 (50.50) feet;
Southeasterly by the northwesterly line of a 25 foot passageway, marked on said plan "Right of
Way", thirty-five (35) feet;
About Southerly by Lot 9, as shown on said plan, fifty and 50/100 (50.50) feet.
Containing 2140 square feet. Together with a right of way as appurtenant to said lot, in
common with others entitled thereto, over the passageway twenty-five (25) feet wide as shown
on said plan and marked "Right of Way", a part of one of the boundary lines of said
passageway being shown by a dotted line.
Parcel 11
A certain parcel of land situated on Wells Avenue in Watertown, Middlesex County,
Massachusetts, 'shown as Lots #4, #6 and #11 on "Plan of Land in Watertown, Mass,
belonging to the East Watertown Realty Co." dated September 8, 1943, W. Dolbier, Surv.,
recorded with Middlesex South District Deeds, Book 6708, Page 1 and bounded and
described as follows:
Northeasterly by land now or formerly of George J. Gootman and Harry Gootman,
Trustees, fifty and 12/100 (50.12) feet;
Southeasterly by said land of said Gootmans, seventy-four and 13/100 (74.13) feet;
Northerly by land of said Gootmans, two hundred twenty-nine and 3/100 (229.03) feet;
Easterly on an arc as shown on said plan by land now or formerly of Watertown Cooperative
Bank, seventy-one and 42/100 (71.42) feet;
Southerly by said Wells Avenue, three hundred one and 42/100 (301.42) feet;
Westerly by land now or formerly of Thomas A. Phillips, sixty-eight and 71/100 (68.71)
feet;
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Northwesterly on an arc as shown on said plan by said land now or formerly of the Union
Market National Bank, thirty-five (35) feet and northwesterly by land now or formerly of
Carmela Padula, seventy-two and 95/100 (72.95) feet.
Said parcel containing in said Lot #4, 16,257 square feet of land: in said Lot #6, 3,754
square feet of land; and in said Lot #11, 4,195 square feet of land: all more or less, be any
or all of said measurements, more or less and however otherwise said premises may be
bounded and described.
There is excepted from the above-described premises, those portions of the property
shown as Lot 13 on "Plan of Land in Watertown, Massachusetts" dated May 11, 1946 by
Cook and Sullivan Engineers recorded with Middlesex South District Deeds as Plan No.
923 of 1946, conveyed to Carmela Padula by the Union Market National Bank of
Watertown by deed dated July 1, 1946 and recorded in Book 7011, Page 251, and Lots 12
and 17 on the aforesaid plan conveyed to George J. Gootman and Harry J. Gootman by
the Union Market National Bank of Watertown by deed dated July 1, 1946 and recorded in
Book 7011, Page 253.
Being the same premises conveyed by Deed dated December 9, 1996 and recorded with
the Middlesex South Registry of Deeds at Book 26897, Page 54.
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Exhibit B
License Premises
A portion of Parcel II described in a Quitclaim Deed from Citizens Bank of
Massachusetts to Inland American CFG Portfolio, L.L.C., dated June 14, 2007, recorded with the
Middlesex South District Registry of Deeds in Book 49668, Page 286, as shown within the
dotted line in the area noted as "Proposed Extensive Pavement Patching"on the plan entitled
"Citizens Bank Parcel"dated July 20, 2011 prepared by World Tech Engineering attached hereto
as Exhibit B-1.
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Exhibit B-1
[INSERT PLAN]
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Exhibit C
INDENTURE
INSERT EXECUTED COPY OF INDENTURE
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Exhibit D
INITIAL IMPROVEMENTS
• Construct the improvements necessary to bring the parking facility into compliance with
respect to the drainage system and to provide improved access to the parking areas while
also providing safety improvements to the public sidewalk and esthetic enhancements to
the area.
• Installation of curbing and sidewalk in the public way portion of this project first. As this
portion has numerous control measures such as ADA, curb reveal, and proper sidewalk
dimension in around trees,parking meters, and a fire hydrant. The improvement in the
parking area will then easily transition from the public owned sidewalk which will then
establish control for the rest of the area.
• Installation of a new gas and particle separator for the drain system. This separator shall
be connected to the town system on Wells Ave.
• Installation of a wooden guardrail between the public sidewalk and the parking area. A
wooden guardrail was chosen to prevent motor vehicles from hanging over the sidewalk
without the need for concrete bumpers in the parking lot which create numerous
problems with respect to snow plowing.
• Perform selective asphalt repairs to include a six foot area off the newly installed
sidewalk parallel with the new sidewalk for the entire length of the parking area to
provide the proper transition in elevation between the parking area and the proposed
sidewalk elevation. We also propose to perform various selective asphalt repairs in the
parking area itself as needed. This task can be agreed upon through field visits with the
appropriate property owners or managers.
• Perform/install re-striping of the entire parking area.
• Remove and dispose of existing concrete parking bumpers from the area. The wooden
guardrail will act as a bumper replacement and yield itself to improved and more
effective snow and sweeping maintenance of the area.
• Construct all improvements shown on the plan attached to this License as Exhibit B-1.
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