202315800 Parking License.pdf

May 2012 Parking License Page 1

THIS OFFICIAL FORM MUST NOT BE ALTERED.

ALL MODIFICATIONS MUST BE MADE BY SEPARATE RIDER.

COMMONWEALTH OF MASSACHUSETTS

TEMPORARY, NONEXCLUSIVE PARKING LICENSE

1. SUBJECT MATTER AND TABLE OF CONTENTS

1.1 Subject Matter

Each of the references in this Temporary, Nonexclusive License (this License) to any of the following subjects incorporates the data stated for that subject in this § 1.1 and, unless defined elsewhere in this License, constitutes the definition of the listed subject.

DATE OF PARKING LICENSE:

DATE OF OCCUPANCY:

(The first day on which Licensee must be granted access to the Parking Spaces)

LICENSOR:

ORIGINAL ADDRESS OF LICENSOR:

LICENSEE: The Commonwealth of Massachusetts acting by and through the Commissioner of its Division of Capital Asset Management and Maintenance (DCAMM) of the Executive Office for Administration and Finance on behalf of the User Agency

ORIGINAL ADDRESS OF LICENSEE: Division of Capital Asset Management One Ashburton Place, 15th Floor Boston, Massachusetts 02108-1511

LICENSEE'S REPRESENTATIVE: Name: _______________________________ Address: _______________________________ and/or such other persons as Licensee designates from time-to-time, as set forth in § 4.2

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USER AGENCY:

ORIGINAL ADDRESS OF

PARKING FACILITY (ADDRESS):

LICENSED PARKING SPACES: ____ parking spaces (the Parking Spaces) in the parking lot or garage (the Parking Facility), as shown on Exhibit A, together with the use in common with others entitled thereto of driveways, stairs, elevators, and walkways providing access to and from the Parking Spaces. In accordance with § 10, this License conveys no estate or interest in real property to Licensee and only grants Licensee the privilege of use on a temporary, nonexclusive basis pursuant to the provisions of this License.

PERMITTED USES: Subject to the provisions of § 6.1, Licensee must use the Parking Spaces for the following purposes: Parking of passenger vehicles of Licensee and of Licensee’s employees, licensees, and invitees.

PARKING LICENSE TERM: Beginning on the Date of Occupancy and continuing until the date immediately before the first anniversary of the Date of Occupancy (the Term).

EXPIRATION DATE: The last day of the Term, including any effective date of termination of this License unless otherwise indicated.

DAYS AND HOURS: During the Term, Licensee is permitted to use the Parking Spaces temporarily and nonexclusively for the Permitted Uses on the following days only and during the following hours only:

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PARKING LICENSE FEE _______________________________________

(the License Fee): _______________________________________

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1.2 Table Of Contents

1. SUBJECT MATTER AND TABLE OF CONTENTS

1.1 Subject Matter

1.2 Table Of Contents

2. PARKING SPACES; APPURTENANT PRIVILEGES

2.1 Parking Spaces

2.2 Appurtenant Privileges

3. LICENSE FEE; COMMENCEMENT OF RENT OBLIGATION

3.1 License Fee Payment

3.2 Commencement of Licensee Fee Obligation

4. ACCESS TO PARKING SPACES; LICENSEE'S REPRESENTATIVE

4.1 Access to the Parking Spaces

4.2 Licensee's Representative

5. LICENSOR’S COVENANTS

5.1 Ownership; Signatory Authority; Debarment; Pending Proceedings; Changes

5.2 Delivery of the Parking Spaces; Compliance with Law

5.3 Right of Entry

5.4 Repair of the Parking Spaces and the Parking Facility

6. LICENSEE'S COVENANTS

6.1 Use of the Parking Spaces

6.2 Care of the Parking Spaces

6.3 Compliance With Applicable Laws and Removal of Liens

6.4 Assignment and Sublicensing

6.5 Yield Up at Termination of License

7. CASUALTY; EMINENT DOMAIN

7.1 Damage by Fire or Other Casualty

7.2 Eminent Domain

8. INDEMNIFICATION AND INSURANCE

8.1 Licensee's Self-Insurance

8.2 Licensee’s Personal Property; Assumption of Risk

8.3 Waiver of Subrogation

9. TERMINATION

10. NO ESTATE CREATED

11. HOLDING OVER BY LICENSEE

12. FISCAL YEAR APPROPRIATIONS AND AUTHORIZATIONS

12.1 Licensee’s Obligations Subject to Appropriations and Authorizations

12.2 Termination of License for Lack of Appropriations and Authorizations

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13. PERSONAL LIABILITY

13.1 Liability of Licensee

13.2 Liability of Licensor

14. NOTICE

14.1 Notice

14.2 Special Notice Where Failure to Reply Results in Consent or Approval

15. FORCE MAJEURE EVENT

16. MISCELLANY

16.1 Entire Agreement

16.2 Changes in License

16.3 Binding Agreement

16.4 Governing Law

16.5 Waiver

16.6 No Broker

16.7 Rights and Remedies Not Exclusive

16.8 Accord and Satisfaction

16.9 Debarred or Suspended Contractors

16.10 Time of Essence

16.11 Affirmative Action; Non-discrimination in Hiring and Employment

16.12 Severability

16.13 No Agreement Until Signed

16.14 State Employees Barred From Interest

16.15 Paragraph Headings

16.16 Counterparts

16.17 Rider, Exhibits, and Other Accompanying Documents

RIDER, EXHIBITS, AND OTHER ACCOMPANYING DOCUMENTS

These are incorporated into and made part of this License:

Rider to Parking License

Certificate of Compliance with Executive Order No. 481

Exhibit A: Plan Showing the Parking Spaces

Certificate of Tax-and-Employment-Security Compliance

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

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2. PARKING SPACES; APPURTENANT PRIVILEGES

2.1 Parking Spaces

Licensor grants to Licensee the nonexclusive privilege to enter upon and use the Parking Spaces for the Permitted Uses, subject to the provisions of this License.

2.2 Appurtenant Privileges

As appurtenant to the Parking Spaces, Licensee, in common with other licensees and occupants of the Parking Facility (and subject to the rules of the Parking Facility, as set forth in § 6.3), has the privilege to use common vehicular pathways, driveways, and ramps, common pedestrian walkways, stairways, elevators, service areas, loading platforms, and landscaped areas, and all other areas in or about the Parking Facility from time-to-time intended for general use by Licensee and other licensees and occupants of the Parking Facility.

3. LICENSE FEE; COMMENCEMENT OF RENT OBLIGATION

3.1 License Fee Payment

(a) Licensee agrees to pay, and Licensor agrees to accept, the License Fee described in § 1.1.

Equal monthly installments of the License Fee are payable on or before the tenth day of the calendar month for which the License Fee is due. If the Term commences other than on the first day of a calendar month or ends other than on the last day of a calendar month, the License Fee for such fractional month is prorated. Notwithstanding the second sentence of this paragraph, if the Term commences other than on the first day of a calendar month, Licensee pays the prorated License Fee for such partial calendar month concurrently with the payment of the installment for the first full calendar month of the Term.

(b) If any installment of the License Fee is not paid when due, Licensor is entitled to late-payment interest on the overdue amount in accordance with and subject to G. L. c. 29, § 29C, and any regulations or administrative bulletins promulgated under said statute.

3.2 Commencement of License Fee Obligation

The obligation of Licensee to pay the License Fee begins on the Date of Occupancy.

4. ACCESS TO PARKING SPACES; LICENSEE’S REPRESENTATIVE

4.1 Access to the Parking Spaces

Licensor must permit Licensee to enter and exit the Parking Facility and must provide Licensee with access to the Parking Spaces on the days and during the hours set forth in § 1.1.

4.2 Licensee’s Representative

Licensee designates the individual(s) named in § 1.1 as Licensee's Representative, with full power and authority to make decisions on behalf of Licensee with respect to matters pertaining to the Parking Spaces, except that Licensee’s Representative has no authority whatsoever to alter, May 2012 Parking License Page 7 waive, or modify any provision of this License, which must only be done in accordance with the provisions of § 16.2. Licensor must deliver any requests for changes or modifications to Licensee's Representative. Licensor must rely only upon written communications received from such individuals unless Licensee otherwise notifies Licensor in writing.

5. LICENSOR’S COVENANTS

5.1 Ownership; Signatory Authority; Debarment; Pending Proceedings; Changes

Licensor warrants and represents as follows:

(a) Licensor has record title to the Parking Spaces or to the Parking Facility, or a current and valid lease of the Parking Spaces or of the Parking Facility (or if this License is a sublicense, Licensor warrants and represents that Licensor holds a current and valid license to the portion of Parking Facility) of which the Parking Spaces are a part, and that there are no encumbrances affecting the Parking Spaces or the Parking Facility that would prohibit or interfere with the use of the Parking Spaces for the Permitted Uses (or the sublicense of the Parking Spaces if this License is a sublicense).

(b) Licensor’s name appears in this License exactly as Licensor’s name appears on Licensor’s record title to the Parking Spaces if Licensor owns the Parking Spaces, or exactly as Licensor’s name appears in Licensor’s lease if Licensor is the tenant under a lease of the Parking Spaces, or exactly as Licensor’s name appears in Licensor’s license if this License is a sublicense.

(c) Licensor has full legal capacity to enter into this License.

(d) If Licensor is not a natural person or natural persons, but Licensor is, rather, a so-called creature of the law (e.g., a corporation, a general or limited partnership, a trust, a limited liability company, etc.), Licensor is validly organized and existing, Licensor is in good standing in the state, commonwealth, province, territory, or jurisdiction of Licensor’s organization, and Licensor is authorized and qualified to do business in the state, commonwealth, province, territory, or jurisdiction in which the Parking Spaces are located.

(e) The execution of this License is duly authorized, and each person executing this License on behalf of Licensor has full authority to do so and to fully bind Licensor.

(f) Licensor is not debarred or suspended from contracting with the Commonwealth of

Massachusetts under any applicable debarment statute or regulation.

(g) Licensor knows of no pending or threatened action, suit, proceeding, inquiry, or investigation before or by any judicial court or administrative or law-enforcement agency against or affecting Licensor or Licensor’s properties wherein any unfavorable decision, ruling, or finding would materially and adversely affect the validity or enforceability of this License or Licensor’s ability to carry out Licensor’s obligations.

(h) If the status of any warranty and representation by Licensor in this § 5.1 changes or ceases to be accurate during the Term, Licensor must notify Licensee in writing of each such change or cessation within ten business days after the occurrence of such change or cessation and must thereafter, within an additional ten business days, complete and submit

May 2012 Parking License Page 8 to Licensee all commercially reasonable documentation that is necessary and appropriate to such change or cessation, all at no cost or expense to Licensee.

5.2 Delivery of the Parking Spaces; Compliance with Law

(a) Licensor warrants and represents that Licensor must deliver the Parking Spaces to Licensee in good and licensable condition, and otherwise in accordance with the provisions of this License, and that the common areas to which Licensee has appurtenant rights and the use of the Parking Spaces by Licensee for the Permitted Uses must be in full compliance with (i) all applicable overleases, (ii) all requirements of Licensor’s mortgages and insurance policies,

(iii) all laws, ordinances, codes, and regulations (including, without limitation, those pertaining to handicapped accessibility) of governmental authorities with jurisdiction, and

(iv) all regulations of the Board of Fire Underwriters or any similar insurance-rating body or bodies.

(b) Throughout the Term, Licensor must maintain the Parking Spaces in good and licensable condition, and otherwise in accordance with the provisions of this License, and the common areas to which Licensee has appurtenant rights and the use of the Parking Spaces by Licensee for the Permitted Uses must be in full compliance with (i) all applicable overleases,

(ii) all requirements of Licensor’s mortgages and insurance policies, (iii) all laws, ordinances, codes, and regulations (including, without limitation, those pertaining to handicapped accessibility) of governmental authorities with jurisdiction, and (iv) all regulations of the Board of Fire Underwriters or any similar insurance-rating body or bodies.

(c) If, at any time, any governmental authority with jurisdiction or the Board of Fire

Underwriters or any similar insurance-rating body notifies Licensor or Licensee that all or any part of the Parking Spaces or Parking Facility is not constructed or maintained in compliance with any applicable law, ordinance, code, or regulation, and demands compliance, then Licensor, upon receipt of such notification, promptly must cause such repairs, alterations, or other work to be done so as to bring about the compliance demanded.

Licensor has the right to defer compliance so long as Licensor contests the validity of any such law, order, or regulation in good faith and by appropriate legal proceedings, provided that such failure to comply must not in any way interfere with Licensee's use of the Parking Spaces for the Permitted Uses, subject Licensee or Licensee’s employees or invitees to any increased risk of injury to their persons or property, adversely affect any other right of Licensee under this License, or impose any additional obligation upon Licensee.

5.3 Right of Entry

At all reasonable times and without unreasonably interfering with Licensee’s use, occupancy, and enjoyment of the Parking Spaces, Licensor and Licensor’s agents have the right to enter the Parking Spaces to make repairs or to view the Parking Spaces.

5.4 Repair of the Parking Spaces and the Parking Facility

(a) Licensor must keep and maintain the Parking Spaces in such good repair, order, and condition as the same are in at the beginning of the Term, excepting reasonable wear and tear, damage that fire or other casualty causes (except as provided in § 7.1), and damage that Licensee’s negligence, Licensee’s breach of this License, or Licensee’s willful misuse causes. Without limiting the foregoing, Licensor’s obligations include repair of broken glass, doors, floor coverings, interior walls and partitions, ceiling tiles, plumbing and lighting

May 2012 Parking License Page 9 fixtures, locks, fire protection equipment, heating, ventilation, and air conditioning equipment, and cabling. Licensor must make such repairs to the roof, foundation, exterior walls, floor slabs, and common areas and facilities of the Parking Facility, including finishes, as are necessary to keep them in good condition.

(b) Licensor must make routine repairs, remediations, and replacements to the Parking Spaces or to any other portion of the Parking Facility within five business days after Licensor discovers or Licensee notifies Licensor or Licensor’s authorized representative of the condition requiring repair, or within such shorter time period as applicable law, code, or regulation requires. Routine repairs, remediations, and replacements mean any repair, remediation, or replacement that is not an emergency repair, remediation, or replacement as defined in § 5.4 (c).

(c) Licensor must make emergency repairs, remediations, and replacements to the Parking

Spaces or to any other portion of the Parking Facility immediately upon Licensor’s discovery of or Licensee’s notice to Licensor or to Licensor’s authorized representative of the condition requiring repair, remediation, or replacement. Emergency repairs, remediations, and replacements mean any repair, remediation, or replacement that is required to remove an immediate threat to the life, health, or safety of persons or property upon the Parking Spaces or the appurtenant areas described in § 2.2.

(d) If Licensor fails to comply with the first sentence of § 5.4 (b), or with the first sentence of

§ 5.4 (c), or with § 5.4 (e), or with any two or all of them, Licensee may declare an emergency, vacate the Parking Spaces, cease paying the License Fee, and terminate this License upon Licensee giving written notice thereof to Licensor.

(e) Licensor must complete all repairs (i) at Licensor’s sole cost and expense, except as provided by this § 5.4, (ii) in a good and workmanlike manner, (iii) with respect to repairs of the Parking Spaces only, with materials of equal or better quality than the original, and (iv) in compliance with all applicable laws, ordinances, codes, and regulations.

(f) In (i) scheduling and carrying out the repairs that this License requires, (ii) making any optional repairs, alterations, or improvements to the Parking Facility or the Parking Spaces, and (iii) performing routine maintenance of Parking Facility systems, fixtures, or equipment, Licensor must make all reasonable efforts to minimize interference with Licensee’s access to and use of the Parking Spaces. If any such repairs or maintenance by Licensor causes Licensee to be deprived of the use of all or a material portion of the Parking Spaces for a period of more than two consecutive business days, the Licensee Fee for each succeeding day must be abated in proportion to the deprivation unless said repairs or maintenance are required due to damage caused by the negligence, breach of this License, or willful misconduct of Licensee or Licensee’s agents or contractors.

6. LICENSEE’S COVENANTS

6.1 Use of the Parking Spaces

(a) Licensee must use the Parking Spaces only for the Permitted Uses set forth in § 1.1, provided, however, that Licensee has the right to use the Parking Spaces for other purposes if such use (i) is compatible with the other uses of the Parking Facility, (ii) does not materially increase the amount of visitor or employee traffic to and from the Parking Spaces, (iii) does

May 2012 Parking License Page 10 not materially increase Licensor’s cost to perform under this License (including, without limitation, repairs and maintenance of the Parking Spaces and the Parking Facility), and (iv) is otherwise compatible with all other obligations of Licensee under this License.

(b) Licensee must not cause or permit any nuisance in the Parking Facility and must not conduct any activity within the Parking Spaces or the Parking Facility that interferes with the rights of other licensees and occupants of the Parking Facility.

(c) Licensee covenants and agrees that Licensee must not do or permit anything to be done in or upon the Parking Spaces or the Parking Facility, or bring anything on the Parking Spaces or the Parking Facility that increases the rate of insurance on the Parking Spaces or the Parking Facility above the standard rate applicable to Parking Spaces occupied for the Permitted Uses, or that voids such insurance. Licensee further agrees that if Licensee does any of the foregoing, Licensee must promptly pay to Licensor, on demand, any resulting increase as additional fee, or Licensee must cease all activities that cause the increase or the voiding.

6.2 Care of the Parking Spaces

Licensee must not injure, deface, or commit waste in the Parking Spaces or any part of the

Parking Facility. Licensee must exercise reasonable care to ensure that all systems, fixtures, and equipment that Licensor installs are used only for their respective intended purposes and that the electrical, mechanical, and structural systems of the Parking Facility and the Parking Spaces are not overloaded. Licensee must notify Licensor promptly of any damage to the Parking Spaces, malfunction of a system or fixture, or any other condition that requires repair by Licensor.

6.3 Compliance With Applicable Laws and Removal of Liens

Licensee must comply with all laws, orders, and regulations of federal, state, county, and city authorities, and with any of Licensor’s rules and regulations that are set forth in this License or that Licensor establishes, provided that they do not conflict with the provisions of this License, and further provided that they are delivered to Licensee and to the User Agency in the manner required for notices. Licensee has the right to defer compliance so long as Licensee contests in good faith the validity of any such law, order, or regulation by appropriate legal proceedings and first gives Licensor’s appropriate assurance, reasonably satisfactory to Licensor, against any loss, cost, or expense on account of such deferral, and provided that such contest must not subject Licensor to criminal penalties or civil sanctions, loss of property, liens against property, or civil liability. Licensee must not cause or allow any liens of any kind to be filed against the Parking Spaces. If any liens are filed, within 15 days after receiving written notice of such filing, Licensee, at Licensee’s sole cost and expense, must take whatever action is necessary to cause such lien to be bonded off or released of record without cost to Licensor.

6.4 Assignment and Sublicensing

(a) Licensee must not assign, sublicense, mortgage, pledge, or encumber this License (the result of any such action being referred to as a Transfer) without Licensor’s prior written consent, which Licensor must not unreasonably withhold, condition, or delay. Without limiting the foregoing, Licensor and Licensee agree that Licensor has the right to withhold Licensor’s consent to any proposed Transfer to a transferee who, by reputation, financial strength, or expected use, is not compatible with the other licensees and occupants in the Parking Facility, or whom Licensor, in Licensor’s reasonable business judgment, does not deem to be an acceptable credit risk. By valid written instrument, any transferee must expressly assume, May 2012 Parking License Page 11 for the transferee and the transferee’s successors and assigns, and for the benefit of Licensor, all of the obligations of Licensee under this License. Following such transfer, Licensee has no further obligations of Licensee under this License.

(b) Licensor must advise Licensee in writing whether or not Licensor consents to a proposed

Transfer within 30 days of receiving Licensee’s request for such consent. If such consent is withheld, Licensor must specify the reasons, in writing, to Licensee. If Licensor fails to so notify Licensee within said time period, Licensor is deemed to have given Licensor’s consent to the proposed Transfer.

(c) The express or implied consent by Licensor to any Transfer does not constitute a waiver of

Licensor’s right to prohibit any subsequent Transfer.

(d) Licensor acknowledges and agrees that the use or occupation of all or part of the Parking

Spaces by an agency of state government other than the User Agency named in § 1.1, or the substitution of another agency of state government for the User Agency named in § 1.1, is not a Transfer, provided that the Parking Spaces continue to be used for the Permitted Uses.

Nevertheless, Licensee must advise Licensor, in writing, if any agency of state government other than the User Agency named in § 1.1 uses or occupies all or any portion of the Parking Spaces, or if there is a substitution of any agency of state government for the User Agency named in § 1.1.

6.5 Yield Up at Termination of License

At the expiration or other termination of this License, Licensee must remove all of Licensee’s effects from the Parking Spaces. Licensee must surrender and deliver up the Parking Spaces to Licensor in the condition in which Licensee is required to maintain the Parking Spaces, as set forth in this License, reasonable wear and tear, and damage by fire or other casualty, excepted.

Any personal property of Licensee remaining upon the Parking Spaces after Licensee has surrendered possession of the Parking Spaces becomes the property of Licensor. If Licensor removes and disposes of any remaining property, Licensee agrees to pay the reasonable costs of removal and disposal, less any salvage value that Licensor actually recovers, provided that such claim is submitted to Licensee, in writing, within 30 days after Licensee vacates the Parking Spaces.

7. CASUALTY; EMINENT DOMAIN

7.1 Damage by Fire or Other Casualty

If any damage to the Parking Spaces or the Parking Facility or if Licensor’s repair of either or both (i) renders any part of the Parking Spaces unfit for Licensee’s use and occupancy or otherwise materially interferes with Licensee’s use and occupancy of the Parking Spaces, or

(ii) causes a material cessation or reduction in Licensor’s performance under this License (even if Licensee continues to use and occupy the Parking Spaces), the License Fee or a just portion of the Licensee Fee must be abated until the Parking Spaces, such performance, or both have been restored as required under this License.

7.2 Eminent Domain

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(a) If all or any substantial part of the Parking Spaces or the Parking Facility is taken for any public or quasi-public use under governmental law or by right of eminent domain (the Taking), this License terminates at Licensor’s election, which Licensor has the right to make notwithstanding the divestiture of Licensor’s entire interest in the Parking Facility. Licensee has the right to terminate this License if the Taking would materially interfere with Licensee’s use and occupancy of the Parking Spaces (even if Licensor reconstructs the Parking Spaces and the Parking Facility to the maximum extent practicable in the case of a partial Taking), or, in the case of a partial Taking, if (i) Licensee determines, in Licensee’s reasonable business judgment, that Licensor cannot reasonably be expected to complete, within 150 days from the date of the Taking, any reconstruction of the Parking Spaces, of the Parking Facility, or of both that is necessary for Licensee’s use and occupancy of the Parking Spaces in accordance with the provisions of this License, or (ii) Licensor, having elected not to terminate this License, fails to complete such reconstruction within 150 days after the Taking.

(b) If any Taking of the Parking Spaces or the Parking Facility or if Licensor’s restoration of either or both (i) reduces the area of the Parking Spaces, (ii) renders any part of the Parking Spaces unfit for Licensee’s use and occupancy, or otherwise materially interferes with Licensee’s use and occupancy of the Parking Spaces, or (iii) causes a material cessation or reduction in Licensor’s performance under this License (even if Licensee continues to use and occupy the Parking Spaces), the Licensee Fee or a just portion of the License Fee must be abated until the Parking Spaces or their remains, such performance by Licensor, or all of them are restored, as this License requires. In the case of a Taking that reduces the area of the Parking Spaces, interferes with Licensee’s use and occupancy of the Parking Spaces, or materially diminishes Licensor’s performance under this License on a permanent basis, a just portion of the License Fee must be abated for the remainder of the Term.

(c) Licensor reserves all rights to any damages or compensation payable by reason of any

Taking, and Licensee grants to Licensor all of Licensee’s rights to such damages or compensation, and covenants to execute and deliver such further instruments as Licensor requests from time to time in order to obtain such damages or compensation, provided, however, that Licensee reserves for Licensee any award specifically reimbursing Licensee for moving or relocation expenses, and any other award, the payment of which does not diminish the amounts otherwise payable to Licensor.

8. INDEMNIFICATION AND INSURANCE

8.1 Licensee’s Self-Insurance

Licensor and Licensee acknowledge and agree that Licensee is self-insured and that this License does not require Licensee to procure or maintain insurance of any kind for payment of damages to Licensor or to any other party. Notwithstanding any other provision of this Licensee, but subject to the provisions of § 13.1, the provisions of G. L. c. 258 and any successor statute govern Licensee’s liability for injuries to persons or property.

8.2 Licensee’s Personal Property; Assumption of Risk

All of the furnishings, equipment, effects, and personal property of every kind and nature of

Licensee, and of all persons claiming by, through, and under Licensee, that, during the Term, are on the Parking Spaces or the Parking Facility at the sole risk and hazard of Licensee, except for

May 2012 Parking License Page 13 damage or loss caused by Licensor’s negligence, breach of this License, or willful misconduct. If fire, water, or other casualty destroys or damages the whole or any part of such personal property, no part of such loss or damage is to be charged to or to be borne by Licensor unless such loss or damage is due to the negligence, breach of this License, or willful misconduct of Licensor.

8.3 Waiver of Subrogation

To the extent that insurance proceeds are actually recovered under insurance maintained by or for the benefit of Licensor or Licensee (Licensee being under no obligation to maintain any insurance), Licensor and Licensee each releases the other from any and all liability paid for on account of such proceeds, and to such extent (and only to such extent), each waives all claims by way of subrogation. All insurance that is carried by Licensor with respect to the Parking Spaces, whether or not required by this License, must include provisions that deny to the insurer acquisition by subrogation of rights of recovery against Licensee to the extent such rights have been waived by Licensor, insofar as and to the extent that such provisions may be effective without making it impossible for Licensor to obtain insurance coverage from responsible companies qualified to do business in Massachusetts, even though extra premium may result from such provisions.

9. TERMINATION

(a) This License expires on the Expiration Date unless terminated earlier by either Licensee or Licensor without cause by giving written notice to the other party at least 30 days before the Expiration Date stated in such written notice.

(b) On the Expiration Date, the obligations and liabilities of Licensor and Licensee end (except for those which, under this License, continue after termination,) as if the Term had expired on such Expiration Date.

10. NO ESTATE CREATED

This License must never be construed as creating or vesting in Licensee any estate in the Parking Spaces, but granting to Licensee only the limited privileges of entry, use and possession as described in this License. This License does not constitute the granting of an interest in real property for any purpose, and Licensee does not have any right to make improvements to the Parking Spaces.

11. HOLDING OVER BY LICENSEE

Licensee agrees that Licensor has the right to accept any License Fee that Licensee tenders after the Expiration Date or earlier termination of this License. Nothing in this § 11 is to be construed to give Licensee a right to remain in possession of the Parking Spaces after the Expiration Date.

12. FISCAL YEAR APPROPRIATIONS AND AUTHORIZATIONS

12.1 Licensee’s Obligations Subject to Appropriations and Authorizations

May 2012 Parking License Page 14

The fiscal year of the Commonwealth is the 12-months’ period ending June 30 of each year.

Appropriations and authorizations for expenditures by agencies of the Commonwealth are made on a fiscal-year basis. In accordance with G. L. c. 29, § 27, the obligations of Licensee under this License and under any modification of this License for any fiscal year are subject to the appropriation and the allotment of sufficient funds to the User Agency.

12.2 Termination of License for Lack of Appropriations and Authorizations

If, for any fiscal year during the Term, sufficient funds for the discharge of Licensee’s obligations under this License are not appropriated and authorized, then Licensee has the right to terminate this License by written notice to Licensor without any liability whatsoever for damages, penalties, or other charges arising from early termination, and without further recourse to either party;

provided, however, that Licensee must pay the License Fee and any other charges due to Licensor for the period before Licensee’s surrender of the Parking Spaces, and that Licensee must comply with the provisions of § 6.5 of this License.

13. PERSONAL LIABILITY

13.1 Liability of Licensee

No official, employee, or consultant of the Commonwealth of Massachusetts is ever personally liable to Licensor, or to any successor-in-interest to Licensor, or to any person claiming through or under Licensor for or on account of any Event of Default by Licensee or failure by Licensee to perform any of Licensee’s obligations under this License, or for or on account of any amount that is due or becomes due under this License, or for the satisfaction of any judgment against Licensee under this License, or on any claim, cause, or obligation whatsoever under this License.

13.2 Liability of Licensor

No trustee, beneficiary, partner, director, officer, shareholder, or employee of Licensor is ever personally liable to Licensee, or to any successor-in-interest to Licensee, or to any person claiming through or under Licensee for or on account of any failure by Licensor to perform any of Licensor’s obligations under this License, or for or on account of any amount that is due or becomes due under this License, or for the satisfaction of any judgment against Licensor under this License, or on any claim, cause, or obligation whatsoever under this License. Licensee must look solely to Licensor’s interest in the Parking Spaces, the Parking Facility, and the land upon which the Parking Facility is located, and to the rents and profits derived from the Parking Spaces, the Parking Facility, and said land for the satisfaction of any claim or judgment against Licensor under this License. Notwithstanding the foregoing, nothing in this paragraph limits any right that Licensee otherwise has to obtain injunctive relief against Licensor, or to claim the proceeds of any insurance maintained by Licensor for Licensee’s benefit or any condemnation proceeds to which Licensee is entitled under this License. In addition, nothing in this § 13.2 limits the recourse of Licensee on account of willful fraudulent conduct.

14. NOTICE

14.1 Notice

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(a) Unless otherwise expressly permitted under this License, all notices or other communication required or permitted to be given under this License must be in writing, signed by a duly authorized representative of the party giving notice and given by hand delivery (including, without limitation, courier and overnight-delivery service) or mailed by United States certified mail, postage prepaid, return receipt requested.

(b) Unless otherwise expressly stated in this License, notices must be addressed and sent to

Licensor at the address appearing for Licensor in § 1.1 and to Licensee at the address appearing for Licensee in § 1.1, with copies to the User Agency at the address set forth for the User Agency in § 1.1 if different from the address of Licensee.

(c) Under this § 14, Licensor and Licensee, at any time and from time-to-time, each has the right to designate a different address or different addresses to which notices must be sent. Notices sent in this manner are deemed given, for all purposes, (i) on the date shown on the receipt for delivery or (ii) as of the date notice is sent if delivery is refused.

14.2 Special Notice Where Failure to Reply Results in Consent or Approval

If the consent or approval of Licensor or Licensee is deemed under this License to be given to a request or submission following a period of non-reply, such consent or approval is effective only if the outside of the envelope containing the request or submission bears the following legend with the appropriate time period filled in, printed in bold-face all-uppercase type at least one-quarter inch high (28-point font):

NOTICE: THIS REQUEST FOR

APPROVAL REQUIRES

IMMEDIATE REPLY. FAILURE

TO RESPOND WITHIN ____

DAYS RESULTS IN

AUTOMATIC APPROVAL.

15. FORCE MAJEURE EVENT

Whenever this License requires performance on or by a fixed date, or within a fixed time or a reasonable time, if war, fire, flood, or other casualty, or strike, governmental regulation (including any delay in the payment of the License Fee caused by or resulting from an act or an omission of any branch, agency, or department of the government of the Commonwealth of Massachusetts, other than the User Agency or DCAMM), weather, or any other event that is beyond the reasonable control of the party whose performance is required (each a Force Majeure

May 2012 Parking License Page 16

Event) delays performance, the time for performance must be extended for a period that is equal to the duration of the delay.

16. MISCELLANY

16.1 Entire Agreement

This License contains all of the agreements between Licensor and Licensee with respect to the subject matter of this License and supersedes all prior writings and dealings between Licensor and Licensee with respect to this License.

16.2 Changes in License

The provisions of this License must not be modified in any manner except by a written instrument signed, sealed, and mutually agreed upon by all the parties to this License and approved as required by law. No such instrument is void for lack of a recital of consideration.

16.3 Binding Agreement

This License binds and inures to the benefit of the parties to this License and to their respective representatives, successors, and assigns.

16.4 Governing Law

This License must be construed and governed by the laws of the Commonwealth of

Massachusetts. Licensor and Licensee agree to bring any federal or state legal proceedings arising under this License, in which the Commonwealth of Massachusetts, the User Agency, or DCAMM is a party, in a court of competent jurisdiction within the Commonwealth of Massachusetts.

16.5 Waiver

The failure of any party to seek redress for violation or to insist upon the strict performance of any covenant or condition of this License does not prevent a subsequent act that would have originally constituted a violation from having all the force and effect of a violation. No provision of this License is deemed to have been waived by any party unless such waiver is in writing and signed by an authorized representative of the party to be bound by such waiver.

16.6 No Broker

Licensor and Licensee each represents and warrants to the other that no broker, agent, commission salesman, or other person has represented Licensor or Licensee in connection with the procurement or consummation of this License.

16.7 Rights and Remedies Not Exclusive

Unless otherwise expressly stated in this License, no mention in this License of any specific right or remedy precludes Licensor or Licensee from exercising any other right, having any other remedy, or maintaining any action to which Licensor or Licensee otherwise is entitled, either at law or in equity.

May 2012 Parking License Page 17

16.8 Accord and Satisfaction

Acceptance by Licensor of a lesser sum than the License Fee then due must not be deemed to be other than on account of the earliest installment of such License Fee due, and any endorsement or statement on any check of Licensor or Licensee, or any letter accompanying any check or payment from either Licensor or Licensee to the other, must not be deemed an accord and satisfaction, and Licensor and Licensee each has the right to accept such check or payment without prejudice to such party’s right to recover any balance due with respect to such payment or pursue any other remedy provided in this License.

16.9 Debarred or Suspended Contractors

Licensor must not accept bids or proposals from, or enter into any contract with, any person or firm for the construction, repair, or maintenance of the Parking Spaces, the Parking Facility, or both if such person or firm is debarred or suspended from contracting with the Commonwealth of Massachusetts, with the government of the United States of America, or with both under any applicable statute or regulation. Licensor must require each person and firm with whom Licensor contracts for the construction, repair, or maintenance of the Parking Spaces, the Parking Facility, or both to agree with Licensor not to accept bids or proposals from, or enter into any contract with, any such debarred or suspended person or firm for all or any part of the construction, repair, or maintenance of the Parking Spaces, the Parking Facility, or both, and Licensor must strictly enforce each such agreement.

16.10 Time of Essence

Time is of the essence to this License and to each of its provisions.

16.11 Affirmative Action; Non-discrimination in Hiring and Employment

Licensor must comply with all federal and state laws, rules, and regulations promoting fair-employment practices or prohibiting employment discrimination and unfair-labor practices and must not discriminate in the hiring of any applicant for employment or demote, discharge, or otherwise subject any qualified employee to discrimination in the tenure, position, promotional opportunities, wages, benefits, or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation, gender identity, as defined by chapter 199 of the Acts of 2011, or for exercising any rights afforded by law. Licensor commits to exercise diligent efforts in purchasing supplies and services from certified minority or women-owned businesses, small businesses, or businesses owned by socially or economically disadvantaged persons or persons with disabilities.

16.12 Severability

If any provision of this License is declared to be illegal, unenforceable, or void, then Licensor and

Licensee are relieved of all obligations under that provision (or the application of that provision under circumstances in which that provision is illegal or unenforceable), provided, however, that the remainder of this License must be enforced to the fullest extent permitted by law.

16.13 No Agreement Until Signed

May 2012 Parking License Page 18

No legal obligation arises with respect to the Parking Spaces or other matters covered by this License until this License is executed by Licensor and by the Commonwealth of Massachusetts acting by and through its Division of Capital Asset Management and Maintenance (the Commissioner of the Division of Capital Asset Management and Maintenance is joined by an authorized representative of the User Agency as an adjunctive signatory), and delivery is made by and to each.

16.14 State Employees Barred from Interest

No official, employee, or consultant of the Commonwealth of Massachusetts must ever have any personal interest, direct or indirect, in this License or in Licensor, or participate in any decision relating to this License that affects the personal interest of such official, employee, or consultant, or that affects the interest of any corporation, partnership, or association in which such official, employee, or consultant is, directly or indirectly, interested.

16.15 Paragraph Headings

The paragraph headings in this License are for convenience of reference only and in no way define, increase, or limit the scope or intent of any provision of this License.

16.16 Counterparts

This License is executed in multiple counterparts, each such counterpart is an original for all intents and purposes, and all such counterparts together constitute one and the same License.

16.17 Rider, Exhibits, and Other Accompanying Documents

(a) Other than the Certificate of Tax-and-Employment-Security Compliance, each rider, exhibit, and other accompanying document is an integral part of this License for all lawful intents and purposes.

(b) The Certificate of Tax-and-Employment-Security Compliance is required by the General

Laws of the Commonwealth of Massachusetts for this License. The Certificate of Tax-and- Employment-Security Compliance is not part of the documents for which it is required and therefore is not attached to them.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

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Licensor and Licensee have executed multiple counterparts of this document, under seal in accordance with the laws of the Commonwealth of Massachusetts, Licensee having done so by the Commissioner of the Division of Capital Asset Management and Maintenance, who was joined by an authorized representative of the User Agency as an adjunctive signatory, neither of whom incurs any personal liability as a result of such signature.

By: ______________________________________________________

Printed Name: __________________________________________

Title: ___________________________________________________

LICENSEE: COMMONWEALTH OF MASSACHUSETTS ACTING BY AND

THROUGH THE COMMISSIONER OF ITS DIVISION OF CAPITAL

ASSET MANAGEMENT AND MAINTENANCE

By: ________________________________________

Adam Baacke, Commissioner

By: ___________________________________________________

Printed Name: ________________________________________

Title: _________________________________________________

Approved as to Matters of Form:

Deputy General Counsel Division of Capital Asset Management and Maintenance

May 2012 Parking License Page 20

RIDER TO PARKING LICENSE

DATE OF PARKING LICENSE:

LICENSEE: The Commonwealth of Massachusetts (Licensee) acting by and through the Commissioner of its Division of Capital Asset Management and Maintenance (DCAMM) of the Executive Office for Administration and Finance on behalf of the User Agency

PARKING FACILITY ADDRESS:

PARKING SPACES:

Modify this License as follows:

May 2012 Parking License Page 21

Licensor and Licensee have executed multiple counterparts of this document, under seal in accordance with the laws of the Commonwealth of Massachusetts, Licensee having done so by the Commissioner of the Division of Capital Asset Management and Maintenance, who was joined by an authorized representative of the User Agency as an adjunctive signatory, neither of whom incurs any personal liability as a result of such signature.

By: ______________________________________________________

Printed Name: __________________________________________

Title: ___________________________________________________

LICENSEE: COMMONWEALTH OF MASSACHUSETTS ACTING BY AND

THROUGH THE COMMISSIONER OF ITS DIVISION OF CAPITAL

ASSET MANAGEMENT AND MAINTENANCE

By: ________________________________________

Adam Baacke, Commissioner

By: ___________________________________________________

Printed Name: ________________________________________

Title: _________________________________________________

Approved as to Matters of Form:

Deputy General Counsel Division of Capital Asset Management and Maintenance

April 2007 E. O. No. 481 Compliance Certificate (OLSOP)

Commonwealth of Massachusetts

EXECUTIVE OFFICE FOR ADMINISTRATION AND FINANCE

DIVISION OF CAPITAL ASSET MANAGEMENT AND MAINTENANCE

OFFICE OF LEASING AND STATE OFFICE PLANNING

CERTIFICATE OF COMPLIANCE WITH EXECUTIVE ORDER NO. 481

Pursuant to Executive Order No. 481, _____________________________________________________, (name(s) of person(s) who signed the document to which this Certificate is attached for Landlord, Licensor, Mortgagee, or Prospective Lender)

______________________________ of _________________________________________ (Contractor), (title(s) of person(s) who signed the document (name of Landlord, Licensor, Mortgagee, or Prospective Lender to which this Certificate is attached for Landlord, named in the document to which this Certificate is attached) Licensor, Mortgagee, or Prospective Lender) whose principal place of business is located at _______________________________________________

(address of principal place of business of Landlord, Licensor, Mortgagee or Prospective Lender named in the document to which this Certificate is attached) certifies, as a condition of receiving Commonwealth funds under (a) the lease or (b) the short-term tenancy agreement or (c) the license or (d) the amendment or (e) the subordination, non-disturbance, and attornment agreement or (f) the change-of-ownership documents to which this Certificate is attached (this

Contract) for the premises located at _______________________________________________________ (address of the premises as stated in _________________________________________________________________________________that:

the document to which this Certificate is attached)

1. The following provisions of this certification are ancillary to this Contract and will be and are binding upon Contractor as if literally included among the provisions of this Contract.

2. Contractor must not and will not knowingly use undocumented workers in connection with

Contractor’s performance under this Contract.

3. Pursuant to federal requirements, Contractor must and will verify the immigration status of all workers assigned to Contractor’s performance under this Contract without engaging in unlawful discrimination, and Contractor must not and will not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker.

4. Contractor is aware that any breach of item 2, item 3, or both item 2 and item 3 during the term of this

Contract may be regarded as a material breach of this Contract, subjecting Contractor to sanctions, including by way of example only and not limitation, monetary penalties, withholding of Commonwealth funds and other payments, suspension or termination of this Contract or both, and any other remedy available to Tenant or Licensee under this Contract, at law, or in equity.

Signed under the penalties of perjury on this _______ day of _______________________, 20_______.

(signature(s) of person(s) whose name(s) and title(s) appear at the beginning of this Certificate)

EXHIBIT A

PLAN SHOWING THE PARKING SPACES

CERTIFICATE OF TAX-AND-EMPLOYMENT-SECURITY COMPLIANCE

Pu…