long_form_license.doc

COMMONWEALTH OF MASSACHUSETTS

NON-EXCLUSIVE LONG-FORM LICENSE

TO USE STATE-OWNED REAL PROPERTY

This is a long-form temporary, non-exclusive, revocable-at-will license (“License”) by and between the Commonwealth of Massachusetts, acting by and through Department of Mental Health – Northeast-Suburban Area Office (“Licensor’) and (“Licensee”), a(n) (check one)

Individual

General Partnership

For Profit Corporation

Limited Partnership

Not-For-Profit Corporation

Limited Liability Partnership

Limited Liability Company

Unincorporated Association

Sole Proprietorship

Other:

Licensee’s Social Security (SSN) or Employer Identification Number (EIN):

The Commonwealth of Massachusetts is the owner of certain real property (the “Licensed Premises”), which property is under the care and control of the state agency indicated in the preamble. The Licensed Premises are more fully described in Section 2 of, and Exhibit A to, this License. Licensee desires to enter upon and use the Licensed Premises solely for the purposes described in Section 3 of this License.

Now, therefore, Licensor gives Licensee permission to enter and use the Licensed Premises, solely for the Permitted Uses defined in Section 3 of this Licensee, and Licensee accepts the same, subject to the following terms and conditions:

1. REFERENCE DATA

A.

Date of License:

B. Mailing Address of Licensor:

Department of Mental Health P.O. Box 387

Tewksbury, MA 01876

ATTENTION:

TEL NO.

FAX NO.

C. Mailing Address of Licensee:

ATTENTION:

TEL NO.

FAX NO.

D. Address of Property at which Licensed Premises is Located:

E. Licensed Premises:

As defined and described in Section 2 of, and Exhibit A to, this License.

F. Permitted Uses:

As defined in Section 3 of this License.

G. Term of License:

H. Consideration to be paid by Licensee:

2. LICENSED PREMISES

A. The Licensed Premises are shown on the plan(s) or diagram(s) attached to this License as Exhibit A, and further described as follows:

B. For the limited purposes of vehicular and pedestrian access to the Licensed Premises for the Permitted Uses, Licensee is permitted non-exclusive use, in common with others entitled thereto, of the following:

entrances and exits from public streets and highways serving the Licensed Premises sidewalks loading facilities elevators other:

3. PURPOSES AND USE

The Licensee may enter upon the Licensed Premises under this License for the following uses only and for no other purpose or use whatsoever (the “Permitted Uses”):

4. LICENSEE’S EQUIPMENT

To the extent permitted by this License, Licensee may bring such equipment and vehicles upon the Licensed Premises as are ordinarily used in connection with the Permitted Uses, subject however, to the following limitations:

NONE

5. TERM AND PERMITTED HOURS

The term of this License shall commence on

, the Date of License specified in Section 1A , and shall expire on

, (the “Term”) unless otherwise revoked or terminated earlier in accordance with the terms of Section 16 of this License.

B. The Term may only be extended with the written approval of the Licensor, which approval may be withheld by Licensor for any reason or for no reason, in Licensor’s sole and absolute discretion. Any extension of the Term of this License are subject to Licensor’s modifications, if any, of any of the terms and conditions of this License, in Licensor’s sole and absolute discretion.

C. During the Term of this License, Licensee shall be permitted to use the Licensed Premises for the Permitted Uses during the following times only:

Sunday

Monday

Tuesday

Wednesday

Thursday

Friday

Saturday

State Holidays

The following dates only:

from to

6. CONSIDERATION

The consideration for permission given under this License by Licensor to Licensee shall be as follows:

A. Licensee shall pay the following License Fee:

the Term of this License.

In advance on the first day of each month.

LATE CHARGE In the event that the License Fee is received after the first day of the month when due, Licensee shall pay interest to the Licensor, at the rate of 5.5% per annum or .0001507 daily on the amount due the Licensor.

The License Fee shall be delivered to Licensor at the address shown on page 1 of this License and shall be payable by any bank or certified check in good funds to the order of the Commonwealth of Massachusetts for deposit into the General Fund.

B. AND/OR

Licensee shall provide or deliver in-kind public services and/or public value which shall be of substantial, quantifiable value commensurate with the grant under this License as follows:

7. CONDITION OF PREMISES AND LICENSEE’S ASSUMPTION OF RISK

Licensee acknowledges and agrees as follows:

A. The licensed Premises are in “AS-IS, WHERE-IS” condition.

B. Licensor is under no obligation to make any repairs, renovations, or alterations to the Licensed Premises.

C. Licensor makes no representations or warranties whatsoever regarding the Licensed Premises including, without limitation, the suitability or fitness of the Licensed Premises for the Permitted Uses.

D. Licensee agrees that Licensee shall enter upon and use the Licensed Premises and the areas surrounding the Licensed Premises at Licensee’s own risk, and Licensor shall not be liable to Licensee or to any of Licensee’s officers, agents, representatives, contractors, employees, invitees and/or any other person claiming by or through the Licensee (“Licensee’s Parties”) for any death or personal injury, or for any loss or damage to any personal property that is brought onto the licensed Premises by, or on behalf of, Licensee or Licensee’s Parties, including, without limitation, equipment, fixtures, vehicles or other personal property.

E. Licensee accepts complete liability for the acts, omissions, and negligence of Licensee and Licensee’s Parties, while present upon the Licensed Premises or in connection with this License.

F.

Without limiting the foregoing, neither Licensor nor the Commonwealth shall have any liability to Licensee or to any of Licensee’s Parties for any injury, death, loss, or damage caused by any act of Licensee’s Parties or members of the general public.

8.

INDEMNIFICATION

A.

Licensee shall indemnify Licensor and the Commonwealth of Massachusetts and save them harmless from and against any and all injury, loss, claim, action, damage, or liability arising out of any act, failure to act, or negligence of Licensee or any of Licensee’s Parties.

B.

This indemnity and hold harmless agreement shall include indemnity against all costs, expenses, and liabilities, including without limitation, legal fees, in connection with any such injury, loss, or damage or any such claim, or any proceeding brought thereon or in defense thereon.

9.

INSURANCE

Licensee (and/or Licensee's contractors if applicable) shall keep in force, at Licensee’s sole cost and expense during the Term of this License and during such other times as Licensee enters on or uses the Licensed Premises or any part thereof, the following insurance policies, as indicated:

Comprehensive general liability insurance insuring Licensee against all and demands for personal injury or damage to property which may be claimed to have occurred upon or about the Licensed Premises. Said insurance shall be written on an occurrence basis to afford protection in the amount of not less than one million dollars combined single limit for personal and bodily injury and death and for property damage, with a so-called “broad-form” endorsement and contractual liability coverage insuring the performance by Licensee of the indemnity agreement set forth in Section 8 of this License.

Automobile Bodily Injury and Property Damage Liability Insurance covering each vehicle of Licensee entering the Licensed Premises in an amount not less than the compulsory coverage required in Massachusetts.

Workers compensation insurance covering Licensee’s employees, if any, on the Licensed Premises in such amounts as are required by law.

other: ____________________________________________

AND such other types of insurance and in such amounts as Licensor may require from time to time.

B. The insurance coverage required by this Section 9 shall be by standard policies written on an occurrence basis, obtained from financially sound and responsible insurance companies authorized to do business in Massachusetts and rated in Best’s Insurance Guide (or replacement thereof) as having a general policy holder rating of “A” or better and a financial rating of at least “9” or otherwise acceptable to the Licensor.

C. Each said insurance policy shall name the Commonwealth of Massachusetts as an additional insured and shall contain a provision stating that such coverage shall not be cancelled, reduced or otherwise materially altered without at least thirty (30) days prior written notice to Licensor.

D. One or more certificate(s) of insurance showing insurance coverage as required by this Section 9 is attached to this License as Exhibit B.

10.

LICENSEE’S RESPONSIBILITY FOR PERMITS

A. This License is specifically dependent upon the issuance to Licensee, prior to any use of the Licensed Premises, of all permits, licenses and approvals required to enter upon the Licensed Premises for the Permitted Uses from all governmental agencies having jurisdiction.

B.

It shall be the responsibility of Licensee to obtain all such permits, licenses and approvals in connection with the Permitted Uses and the Licensed Premises, at Licensee’s sole cost and expense.

C.

If Licensee is refused any such permit, license or approval or if any such permit, license or approval is revoked or cancelled during the Term of this License, this License shall automatically terminate and the provisions of Section 16 shall control.

11.

UTILITIES/OTHER CHARGES

A. The cost of utilities, if any, are included in the License Fee EXCEPT as indicated below:

Licensee shall pay for the following utility service(s) by direct payment to the service provider:

electricity heat water sewer

Licensee shall make monthly payments to Licensor for the following utility services and charges in the amounts specified below:

B.

Licensor makes no representations or warranties whatsoever with respect to any utility systems serving the Licensed Premises including, without limitation, the adequacy thereof for the Permitted Uses. Licensor shall not be responsible for any interruption in utility service(s). Licensor may, at any time, require Licensee to contract directly with the supplier of such service(s).

12.

ALTERATION OF THE PREMISES

LICENSEE SHALL MAKE NO ALTERATIONS OR IMPROVEMENTS UPON THE LICENSED PREMISES EXCEPT AS MAY BE SPECIFICALLY APPROVED BY LICENSOR AND DETAILED IN A SEPARATE SCHEDULE ATTACHED TO THIS LICENSE AS EXHIBIT C. If no such schedule is attached, Licensee shall not make any alterations or improvements upon the Licensed Premises after this License has commenced unless Licensee has obtained Licensor's prior written approval, which may be withheld for any reason or for no reason in Licensor's sole and absolute discretion. Any alterations or improvements made by Licensee shall be made in accordance with the terms and conditions established by Licensor, which may include prior approval of plans, insurance coverage, and a requirement that Licensee remove any or all of its alterations or improvements upon the revocation, expiration or earlier termination of this License. All such alterations or improvements remaining upon the Licensed Premises after the expiration or earlier revocation or termination of this License shall be subject to the provisions of Section 13K hereof. In any event, this License does not for any purpose constitute the granting of an interest in real property, and Licensee shall not have any right to make any permanent improvements to, or to install any permanent fixtures on, the Licensed Premises.

13.

CONDUCT OF LICENSEE

A.

Compliance with Licensor’s Directives Licensee agrees to observe and obey all directives given by duly designated personnel of Licensor.

B.

Compliance with Laws Licensee shall at all times use the Licensed Premises in accordance with all applicable laws, statutes, ordinances, regulations, permits, licenses, approvals and the requirements of Licensee’s insurance policies.

C.

Non-interference with Operations of Licensor or Others

Licensee shall at all times conduct itself so as not to interfere in any way with the operation or use of the Licensed Premises by the Licensor or any other person entitled to use the Licensed Premises or any portion thereof.

D.

Repair of Damage Licensee shall not cause or suffer any waste of the Licensed Premises and shall maintain the Licensed Premises in good order at all times. Licensee's responsibilities shall include, but not be limited to, the repair of any and all damage or breakage resulting from use of the Licensed Premises or in connection with this License by Licensee and/or Licensee’s Parties, but excluding damage or breakage caused by the negligence of employees, agents and/or invitees of the Licensor. All repairs made by Licensee shall be performed in a manner satisfactory to Licensor. Licensor shall have the option to make such repairs for the account of Licensee, in which event Licensee shall reimburse Licensor for any and all costs incurred by Licensor to make such repairs. Licensee shall make payment within ten (10) business days after written demand by Licensor.

E.

Sanitation

Licensee shall maintain the Licensed Premises in a sanitary condition and shall follow all directions of Licensor with regard to the collection and disposal of refuse.

F.

Security Licensee shall be solely responsible for providing, at Licensee’s sole cost and expense, such security protection or services as necessary to protect the Licensed Premises, Licensee, Licensee's Parties, third parties and the general public from injury or damage.

G.

Costs and Expenses Licensee shall be responsible for any and all costs and expenses associated with Licensee’s use of the Licensed Premises.

H.

Activities Limited to Permitted Uses Except for the Permitted Uses, Licensee shall not enter, use, conduct, or permit any activity, operations or business, nor permit any of Licensee's Parties to do the same upon the Licensed Premises.

I.

Hazardous Materials

Licensee agrees that it shall not cause any hazardous materials to be used, generated, stored or disposed of on, under or about, or transported to, from or through the Licensed Premises (except for minor amounts of such materials that may be contained in cleaning materials customarily used in connection with the Permitted Uses), nor allow any of Licensee's Parties to do the same.

For the purposes of this License, "hazardous materials" shall include, but not be limited to, substances defined as "hazardous substances", "toxic substances", "hazardous wastes", "hazardous materials", "oil" or "asbestos" in any federal or state statute concerning hazardous materials now or hereafter enacted, including all regulations adopted or publications promulgated thereunder.

J.

Alcoholic Beverages

Unless specifically included in the Permitted Uses, and provided that Licensee has obtained all necessary licenses and permits for sale and distribution of alcoholic beverages, Licensee shall not bring, store, maintain, consume or serve alcoholic beverages upon the Licensed Premises, nor allow any of Licensee’s Parties to do the same.

K.

Vacating Licensed Premises

Upon the expiration or earlier revocation or termination of this License, Licensee shall immediately vacate the Licensed Premises. Licensee shall also remove all of its and any Licensee’s Parties’ property from the Licensed Premises and restore the Licensed Premises to the condition the Licensed Premises were in at the commencement of this License, reasonable wear and tear excepted, and, subject further, to any obligation Licensee may have hereunder to make repairs or improvements to the Licensed Premises.

Licensor may, immediately or at any time thereafter, enter upon the Licensed Premises or any part thereof and expel the Licensee and any of the Licensee's Parties and remove their property, forcibly if necessary. This remedy shall be without prejudice to any other remedies which Licensor may have under this License or otherwise at law and/or at equity.

Without in any way extending or creating a new License, in the event that Licensee and/or any of its personal property remains on the Licensed Premises after the expiration or earlier revocation or termination of this License, Licensee shall be obligated to observe all of the terms and conditions of this License during said period.

Upon written agreement of the parties, Licensee may abandon all or part of its property remaining at the expiration or earlier revocation or termination of this License. In the event any of Licensee's or Licensee’s Parties personal property remains on the Licensed Premises after the expiration or earlier revocation or termination of this License without a written agreement between the Licensor and Licensee, said property shall be deemed abandoned and may be retained by Licensor without any compensation to Licensee, or may be removed and either stored or disposed of by Licensor at the sole cost and expense of Licensee.

14.

ASSIGNMENT

The Licensee shall not sell, assign, sublet, mortgage or transfer this License for any reason or to any entity, whatsoever.

15.

RIGHTS OF LICENSOR TO ENTER AND USE

A.

Licensor reserves the right to enter, occupy and use the Licensed Premises and the right to give others the right to do the same at any time for any reason or purpose whatsoever during the Term of this License.

B.

Licensee shall not interfere with the exercise of these rights and shall cooperate with Licensor, representatives of the Commonwealth of Massachusetts, other licensees and their respective officers, agents, representatives, contractors, employees and/or invitees.

16.

REVOCATION/TERMINATION

A.

This License shall be revocable or terminable at will and without notice by the Licensor for any or no reason, as determined in the sole and absolute discretion of the Licensor.

B.

If this License is revoked or terminated by Licensor, but due to no fault of the Licensee or any of Licensee's Parties, then Licensor will endeavor (but without obligation to do so) to give the Licensee thirty (30) days prior written notice of the date of expiration of this License.

C.

If this License is revoked or terminated as provided herein, this License shall come to an end as fully and completely as if the Term had expired on the date set forth in Section 5A, and Licensee shall vacate the Premises as provided in this License, including, without limitation, under Section 13K of this License.

D.

If this License is revoked or terminated by Licensor, Licensee shall not be relieved of liability to Licensor for arrears in the License Fee or for any other injury or damage sustained by Licensor or the Commonwealth of Massachusetts as a result of a Licensee's entry and/or use of the Licensed Premises, whether occurring before or after such termination.

E.

Licensee expressly waives any right to damages AGAINST Licensor and/or the Commonwealth of Massachusetts. Without limiting the foregoing, in connection with the revocation or termination of this License, neither Licensor nor the Commonwealth shall be responsible for any damages whatsoever, including punitive, incidental or consequential damages.

17.

NO ESTATE CREATED

This License shall not be construed as creating or vesting in Licensee any estate in the Premises, but only gives Licensee limited permission to enter and use the Licensed Premises for the Permitted Uses.

A.

This License does not constitute the granting of an interest in real property for any purpose, and Licensee shall not have any right to make any permanent improvements to, nor to install any permanent fixtures on, the Licensed Premises.

B.

Licensee shall have no right to require specific performance by Licensor for any reason under this License.

C.

Licensee agrees that this License shall not be recorded. If recorded, this License shall automatically be null and void.

18.

NON-DISCRIMINATION

A.

Licensee shall not discriminate against any qualified employee, applicant for employment, subcontractor, or person or firm seeking to provide goods or services to Licensee, nor shall Licensee deny any person access to the Licensed Premises or to any activities or programs carried out pursuant to this License because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap, or sexual orientation.

B.

The Licensee shall comply with all applicable federal and state statutes, rules, and regulations prohibiting discrimination in employment and accommodations.

19. NOTICE

Unless otherwise expressly permitted hereunder, all notices or other communications required or permitted to be given under this License shall be in writing, signed by a duly authorized representative of the party giving the notice and shall be given by hand delivery with receipt (including, without limitation, courier or overnight delivery service) or mailed by United States certified mail, postage prepaid, return receipt requested. Notices may also be sent by facsimile to either party, provided, a number is given for such party in Section 1 and there is confirmation of delivery.

Such notices shall be sent or addressed to Licensor and Licensee at the addresses set forth in Section 1 of this License.

Notices shall be deemed to have been given only if confirmation of delivery is made. In each case confirmation of delivery shall be made by the addressee specified in this License or an authorized representative of addressee.

By notice given hereunder at any time and from time to time, Licensor or Licensee may designate a different address or facsimile number to which notices shall be sent.

20.

MISCELLANEOUS PROVISIONS

A.

This License may not be modified except in writing, duly executed by Licensor and Licensee.

B.

This License contains the entire agreement of the parties and there are no other agreements or understandings between the parties regarding the subject matter of this License.

C.

This License shall be binding upon the Licensee and all of Licensee's Parties.

D.

Licensee and Licensee's Parties are not authorized to bind or involve the Licensor or the Commonwealth of Massachusetts in any contract or to incur any liability for or on the part of the Licensor or the Commonwealth of Massachusetts.

E.

No official, employee or consultant of the Commonwealth of Massachusetts shall be personally liable to Licensee or to any of Licensee's Parties for or on account of any action whatsoever under or arising out of or in connection with this License.

F.

The following exhibits are made a part of this License for all purposes:

WITNESS the duly authorized signatures of Licensee and Licensor on three counterparts of this License, each of which shall be considered to be an original for all interests and purposes. This License shall be valid upon, but not before, the delivery of a fully executed counterpart to Licensee by Licensor.

AGREED AND ACCEPTED

LICENSEE:

Authorized Signature

Title

Print Name

Date

LICENSOR: Commonwealth of Massachusetts, acting by and through Department of Mental Health- Northeast-Suburban Area Office

Authorized Signature

Title

Print Name

Date

THIS FORM OF LICENSE HAS BEEN PREPARED BY THE DIVISION OF CAPITAL ASSET MANAGEMENT AND MAINTENANCE (DCAM) FOR USE WITHOUT DELETION

OR MODIFICATION OF ANY OF ITS TERMS AND CONDITIONS (EXCEPT AS SPECIFICALLY

NOTED).

DCAM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO

THE SUITABILITY OF THIS FORM FOR ANY PARTICULAR USE OR AS TO THE

ENFORCEABILITY OF A LICENSE USING THIS FORM.

STATE AGENCIES SHALL BE RESPONSIBLE FOR ENSURING COMPLIANCE WITH

APPLICABLE PROCUREMENT LAWS AND REGULATIONS AND IN OBTAINING

APPROVAL OF THE APPROPRIATE SECRETARIAT/EXECUTIVE OFFICE AS NECESSARY

IN CONNECTION WITH THE GRANTING OF A LICENSE.

STATE AGENCIES ARE ADVISED TO SEEK THEIR OWN LEGAL COUNSEL IN CONNECTION WITH THE GRANTING OF A LICENSE.

STATE AGENCY LONG FORM LICENSE

Revised 02/09/06