HomeMy WebLinkAbout12/01/2020 - Easement Agreement (Northern Access) - - 1450 Osgood Street �•.w�ai+i h l'f—../L ����1�, '1��� w tY"M N•�...+ � •Ft�.T��'^�Q
RETURN TO: Marla Long;
Hillwood Development Company,LLC
3000 Turtle Greek Blvd,
Dallas,Texas 75219
EASEMENT A�E�1Vl��:I'
ortheraa Access
Thin easement agreement (this `"Easement rnen,t'� is made this 1 day of
December, 2020, by 1600 OSGOOD STREET LLC, a Massachusetts limited liability
company, whose address is 1600 Osgood Street, North Andover, Massachusetts 01845,
hereinafter together with its successors and assigns referred to as " kor," in favor of
OSGOOD RT-125 PROJECT, LLC, a Delaware limited liability company, whose address is
3000 Turtle Creek Boulevard., Dallas, Texas 75219, hereinafter together with its successors and
assigns referred to as the"grantee,"
WITNESSEf`H:
WHEREAS, grantor is the owner in fee simple of certain real property located in the
'own of North Andover, County of Essex,Ovrmnonwealth of Massachusetts, commonly mown
and numbered as 1600 Osgood Street and show. as "Lot A!', on that c tain plan entitled,
"Twement plan," prepared by Mangan Engineering and Environmental Services, Inc., with
reference to Project: 1600 Osgood Street„ North Andover, MassachuscM, dated November 12,
2020,last revised 11/17/20(hereinafter th PlIMI which plan is attached hereto as Exhibit"`A"
and re rded herewith as Flan No. � � (hereinafter the``Grantor Property");and.
WHEREAS, Grantee is the owner in fee simple of certain real property located in the
Town of North Andover, County of Essex, Commonwealth of Massachusetts,commonly known
and numbered as 1450 Osgood Street and shown as "Lot B" on the Flan (hereinafter the
"Grantft Prope s' ;an
WHEREAS, Grantee glans to develop the Grantee Property to cQnstmet and operate a
warehouse and distribution building and associated iurnprovements(the`'Pro
WHEREAS, Grantor plans to develop a portion of the Grantor Property, shown as"Area
G"on the Plan(the"'Area G Solar Field"),with a solar farm comprised of ground mounted solar
panels and array (the`Area C Solar Faeilities"), and to continue to use a portion of the Grantor
Property, shown as "Area A" on the Flan (the "Area X), as an existing three-story office
(00373362;v3)
Eas ment Agreement-1600 Osgood Stred—Page 1
Bk 16636 Pg123 #342 94
building with associated improvements as may be redeveloped, including above-gro=d parking
(the"of flee Buildn "
nrrreuyww�anm
WHEREAS, C mtor, having the authority to do so, intends to enter into this Easement
Agreement in order to grant to Grantee,its successors and assigns the Easement(defined below)
in, on and over the portion of the Grantor Property shown as "Proposed Access Easement in
Favor of Lot E 28,966 S.F. -/-'' on the Plan CTasement Area"), which Easement Area is also
more particularly described in the mates and bounds description attached hereto as Exhibit B,
for the purposes described herein;
WHEREAS, motor, its successors and assigns shall retain certain limited rights as are
further described herein to utilize the Easement Area to aess the,Area C Solar Facilities and to
ass Osgood Street from the Area G Solar Facilities;
WHEREAS, Grantor, its successors and assigns shah also retain certain limited rights as
are further described herein to utilize the Easement Area for access to or egress from Area A,to
it
install the driveway("Connector Ijji wa ")on the mentor Property as shown on the attached
Exhibit C to accommodate vehicle access to or egress from Area.A.
NOW, THEREFORE, in consideration of good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged., and the facts recited above, and the terms,
conditions and restrictions contained herein, the parties hereby agree that the Grantor Property
shall be subject to the following conveyances,easements,rights,covenants and restrictions:
i. Subject only to the Retained Rights as set forth in Section 2 below, Grantor
hereby conveys, transfers, assigns and grants to grantee= its successors and assigns for the
benefit of the grantee property a perpetual} exclusive easement in,on,to, over,under and across
the Easement Area for any purpose that would be permitted if Grantee were the fee simple owner
of such Easement Area, including (without limitation) the ingress and egress of Grantee and
Grantee's successors, assigns, tenants, representatives, agents, contractors, visitors and
employees C'Grantee Partit!s ) over and across the Easement Area, constructing, installing,
maintaining, using, repairing and replacing: (i) driveway and mess improvements for ingress,
eggs, passage and delivery by vehicles (including trues) and pedestrians without limit or
restriction on the type of vehicle or on the volume and frequency of vehicle trips utilizing the
Easement Area fox ingress and egress; (ii)landscaping,landscape improvements and swales3(M)
drainage and storm water management improvements, strums and facilities; (iv) any utilities
or conduits of any kind or nature desired from time to time, whether above or below gmde,and
including, without limitation, water, sewer, electric, gas, telecommunications or otherwise; (v)
signs,sipage,lighting and Mated structures and improvements;and(vi)all other improvements
or uses necessary or desirable from time to time for development and use of the grantee
Property,including developing or operating the Project or the grantee Property generally, and as
otherwise necessary to comply with any permits, approvals, conditions or other laws, rules or
regulations governing the grantee Property or Project (collectively, the "Easement'), which
Easement shall be for the benefit of all or any portion of the Grantee Property. Grantee shall
construct the driveway within the Easement Area in accordance with and substantially as shown
on the plans as referenced in: the Site Plan Review, Parking, and Common Driveway Special
(40173362;v3)
Easement Agreement--1600 Osgood sweet--Page 2
Bk 16636 Pg124 #34294
Permits, and. LmgewScale Ground-.Mounted Solar Energy System Site Plan Review and Solar
Setback Modification Special Permit issued by the Nortb Andover Planning Board dated May
20, 2020, as modified on October G, 2020, recorded herewith, as the sane may be further
amended of record,and the Site Flan Review,Parking,Common Driveway,Building Height,and
Floor Area Ratio Special Permits, issued by the North Andover Planning Board dated May 20,
2020, as modified on October 6, 2020, recorded herewith, as the same may be further amended
of record (collectively, the "Apylovals"). Grantee shall also install such signage as is to be
located within the Easement Area in a location and of such design as is mutually agreed upon
and in accordance with a Signage Master Plan Special Permit to be issued by the Forth Andover
Planning Board to grantor and grantee, and to be hereafter recorded with the Essex County
Forth District Registry of Deeds (the "Simage ftnnW). Fuser, Grantee shall be responsible
to maintain the Easement Area, including: (i) to maintain the signs located within the Easement
Area in accordance with the Signage Permit, and (H) to keep the driveway within the Easement
Area clear of snow, on a perpetual basis to safisfy the intent of the Approvals. Grantor further
conveys, transfers, assigns and grants to Grantee, its successors.and assigns a non-exclusive
temporary constxucdon easement ("TempoM EnsemeniV') to, over and across the portion of
Grantor's Property referred to as the "Temporary Easement Area'on the Plan, comprised of an
approximately ten foot (10')wide strip of land Ong along the western and eastern boundary
lines of the Easement Area, ('Tewpora[y Easement Area") as reasonably necessary to
construct improvements on the Easement Area C"Construction Worle").When the Construction
Work is complete, the Grantee shall restore the Temporary Easement Area to substantially the
sane condition existing Prior to Grantee's access to the Temporary Easement Area as unproved
in accordance with.the Approvals, and when the Construction Fork and such restoration of the
Temporary Easement Area is complete, the Temporary Easement shall automatically terminate,
and in any event the Temporary Easement shall terminate upon the issuance of a Certificate of
Compliance by the North Andover Conservation Commission with respect to that Order of
Conditions dated February 21, 2020, as amended, which Order is recorded herewith,without the
need to file any other instrument to effectuate such termination,
2. Retained Rights.
(a) motor} its successors and assigns shall retain a limited vehicular access night
("Area g.,Solar Facia Access Right"')for Grantor and Grantor's successors,assigns, tenants,
representatives, agents, contractors, visitors and employees (individually and collectively,
"Grantor Parties")reasonable ingress and egress,from time to time, across the Easement Area
for the sole purpose of accessing the Area C Solar Field as necessary for constructing,replacing,,
removing, naaintairdng or repafng the Area C Solar Facilities on the Area C Sour Field,
maintaining the Area C Solar Field generally, and complying with any permits, approvals,
conditions or other lays, rules or regulations govendng the Area C Solar Field including the
installation of signs, signage lighting or relocated structures and improvements in the Arca C
Solar Field, and for no other purpose. Such Area C Solar,Facility Ao ms Right shall be limited
to the driveway access areas as they shall be constructed to gain access €torn Osgood Street to
the Area C Solar Field maintenance entrance as shown on the Plan and shall not extend over the
entirety of the Easement Area. In connection with the exercise of the Area C Solar Facility
Access Right, it is contemplated that Grantor, and Grantor Parries, on a regular basis, shall use
the Easement Area for purposes of exercising the Area C Solar Facility Access Right no more
(00173362-,v3)
Easement Agreement-160 Osgood Street-Pne 3
Bk 16636 Pg1 5 #342 94
often that one or two vehicle trips per day on average, shall not park within the Easement Area,
and shalt only use the Easement Area to cross and re-cross for purposes of exercising its rights
hereunder. In those instances where Grantor requires greater access, such as, for example, to
remove or replace a pardon of its Area C Solar Facilities, Grantor shall provide Grantee With
reasonable advance written notice (which shall be no less than two (2) business days' prior
notice,unless: (i) a condition exists that poses an i nnn►inent risk of injury to persons or property,
in which event advance notice shall not be rewired, or (xi) a solar outage occurs requiring
emergency maintenance to restore power or operation of the solar facility and in which ease prior
advance notice shall not be required but there shall nonetheless be no blocking or impairment of
the Grantee's access to or egress from the Grantee Property) stating in reasonable detail the
reason for and scope of the activities to be undertaken by Grantor, shall mimnuze the number of
trips to the greatest extent practicable, and skull ensure that Grantee and Grantee Fairies' use of
the Easement Area and/or access to or egress from the Grantee Property is not impeded in any
material way. Further, Grantor and Grantor Parties will use commercially reasonable efforts to
minima a their scheduled use of the Easement Area in connection with exercise of the Area C
Solar Facility Access Might during the periods commencing June 15 and ending on the
it nediately following July 31 and commencing on October I and ending on the inunediately
following March 30 (collectively, the "Holida Season"). The Area G Solar Facility Access
Right shall be strictly firru"W and construed upon the express terms as set forth in this Section 2
and shall not include any additional rights as may otherwise,now or in the future,be available at
common law to the owner of a servicnt estate, and, without limitation, it is hereby intended by
the patties, and expressly acknowledged and agreed by Grantor, that the Grantor, its successors
and assigns,except as otherwise expressly set forth herein,shall not have and does not retain: (i)
any rights to use the Easement Area to access the portion of grantor's Property which is shown
as"Area.A"'on the Plan or any portion of the Grantor's solar facilities as may be located on said
Area A"; (fi) any rights to make any future modifications to the terms of the Easement or
Easement Area;and(ifi)any right to cause or seek to cause the Easement Area to be relocated at
any time in the future. To the extent that any such rights might arise under common law or
otherwise exist they are hereby forever discharged,waived,disclaimed and Teased by Grantor.
(b) Grantor, its successors and assigns shall retain vehicular access and egress rigbts
and signage in accordance with the Signage Permit C'Office Aer s " hts"} on the portion of
the Easement Area designed to ammmodate vehicular traffic access to and from Osgood Street,
for the sole purpose of allowing Grantor and Grantor Parties: (i) vehicular aems from Osgood
Street to Area A over the Connector Driveway and(ji)vehicular traffic egress from Area A over
the Connector Driveway to Osgood Street. Such Office Access bights shall be ted only to the
driveway areas as they shall be constructed to facilitate access and egress to and from Area A
and Osgood Street as shown on Exhibit G and shall not extend over the entirety of the FAsement
Area. Grantor and Grantor Parties shall not park or otherwise hinder the free flow of Grantee's
use of the Easement Area. Grantee may tow or otherwise remove any vehicle parked in or
blocking the Easement Area and charge the reasonable, actual cost of such removal to the
responsible party. Additionally, Grantee shad be permitted to install any signs, markings or
other traffic controls on or about the Connector Driveway that Grantee determines are reasonably
necessary to regulate the flog of traffic from the Grantor Property to ensure that Grantee's use of
the Easement Area is not impaired and to ensure that the use of the Easement is M compliance
with this Easement Agreement, provided that such signege does not obstruct, preclude or
(44173362;v3)
Easement Agent--1600 Osgood Sftud--Page 4
Bk 16636 Pg12 6 #342 94
discourage the use of the Retained Rights by Grantor Parties. Grantor shall not redesign or
reeonfgme Area A in any way that could result in any material increase of use of the Connector
Driveway and shall not permanently block, discontinue,discourage or otherwise hinder any use
of other points of existing egress from Area A that could result in an increase of use of the
connector Driveway by Grantor or Grantor Parties beyond that which is permissible under
applicable bylaws, permits and approvals for Lot A for the buildings as currently configured.
Nothing herein shall preclude Grantee from constructing tenant improvements to accommodate a
proposed use which is currently permissible on Lot A. In the event that the Massachusetts
Department of Transportation ("MassDOr) when it issues the final MassDOT VehieWar
Access Permit for the Project, (i) does not restrict access or egress to the Grantor's unsignalized
driveway entmnee to Area A("Grantor's North DrlyeWM located just south of the Easement
Area as also shown on Exhibit G(ie,meaning and intending that in the event that the MassDOT
Vehicular Access Permit when granted does not prevent Gmtor and Grantor Parties from
making left and right hm into Area A from Osgood Street as well as left and right tums out
from Area A onto Osgood Street, at the Grantor's forth Driveway) or (ix) inapo se any other
terms or conditions upon motor that adversely impact access to,or egress from,Area A,then in
such evert the Office Acros Rights hereunder shall be deemed terminated and extinguished.
Grantor and Grantee agree to act reasonably and in good faith to execute and record a notice and
acknowledgment of such temination of Office Access lights.
(c) If the use of the Grantee Property is modified in the future such that the north
signalized driveway is no longer predominantly used for distribution services by the Grantee
Parties, including without Imitation Amazons its successors or assigns (a "Future Use
Chan a"), then(i) upon obtaining all necessary fmal approvals for the Future Use Change and
redevelopment;if any,of the Grantee Property related thereto, from all applicable and necessary
federal, state or local authorities having jurisdiction (the "A roves A►�trrttles' t and (ii)
following any construction and implementation, if any,of the Future Use Change at the Grantee
Property,the Grantor shall thereafter be entitled to traverse the Easement Area to and frorn all or
any portion of Grantor Property(including without limitation the Area C Solar Field Without the
restrictions set forth in Z(a) above) for access that does not materially interfere with Grantee's
modified use, and subject to the Grantor obtaining all necessary final approvals from applicable
and necessary Approval Authorities (the "Future Easement Riglits".) In the event, however,
that the Future Use Change shall require a material change to the layout or configuration of the
driveway improvements located within.the Easement Area or shall require isnwee of either a
new or modified common driveway special pernft or MassDOT access pemA then the Grantor
shall be entitled to participate, and shall reasonably cooperate, in the process seeping to modify
the common driveway special permit or MassDOT ass permit, including the fight to seek
inclusion of the Future Easement Rights in such new permits or modifications.
(d) The Area C Solar Facility Access Right, Dice Access Rights and any Future
Easement Rights are individually and collectively referred to herein as the"Retained Rights."
(e) The Retained bights are for the exclusive purpose of vehicular use of the roadway
constructed by Grantee upon the Easement Area for the purposes for which it is designed and
constructed and for no other purpose. Grantor shall not have a right to perform any
improvements upon the Easement Area.
(001 73362;v3)
Eamment Agreement--1600 Osgood Stmet—Page 5
Bk 16636 Pc 127 # 34294
f The Retained Rights shall be strictly limited and construed upon the expmss term$
as set forth in this FAsement Agreement and shall not include any additional rights as may
otherwise, now or in the future, be available at common law to the owner of a dor ftwt estate,
and, without limitation, it is hereby intended by the pales, and expressly acknowlodged and
agreed by Grantor,that the Grantor shall not have: (i)any rights to rnak6 any modifications to the
terms of the Easement or Easement Area; and (ii) any right to cause or seek to cause the
Emernent Area to be relocated at any time in the future. To the extent that any such rights might
arise under common law or otherwise exist they are hereby forever discharged, waived,
disclaimed and released by Grantor.
3. The parties agme that the Easement shad be in Full force and effeot as to all of the
Easement Area and,until the expiration of the Temporary Easc nnent� as to all of the Temporary
Easement Area, Grantor grants to Grantee and Grantee's successors and assigns the right to
undertake modifications of the Easement Area as may be required for the development, re-
development, use and enjoyment of the Grantee Property, as determined in Grantee's sole
discretion, and subjeot to obtaining all necessary permits and approvals. During the pendency of
this Easement Agreement, Grantor shall take all actions reasonably requested by grantee and
shall reasonably cooperate with Grantee, at no cost to Grantor, to obtain the issuance of any
governmental permits, entitlements, or other approvals requested by Grantee, including
execution and delivery of any and all applications therefore, that may be necessary and/or
requested by the applicable governmental authority to construct and/or modify improvements in
the Easement Area, provided that no such modification shall adversely impact grantor Parties'
Retained Rights hereunder.
4. Nothing contained ui this Easement Agreement shall be deemed or construed to
give or grant to grantee,grantee Parties,the public,or anyone else,any rights to use any portion
of the Grantor Property except the Easement Area and, until the expiration of the Temporary
Easement, the Temporary Easement Area. Convemely, nothing contained in this Easement
Agreement shall be deemed or construed to give or grant to grantor, grantor Parties,the public,
or anyone else,any rights to lase any portion of the Grantee Property or to use the Easement Area
in common with the grantee or Grantee Parties, excepting with respect to the Retained Rights
retained by Grantor and Grantor Parties wMeh shall be strictly construed in accordance with the
express terms of this Easement Agreement.
5. Notwithstanding the signs, markings or other traffic controls that Grantee shall
Install on or about the Connector Driveway pursuant to Section 2(b)and as required by the Town
of North Andover Planning Board or MassDOT, in no event shall the Grantor or the Grantee
erect,place or maintain any obstruction whatsoever across any portion of the Easement Area that
temporarily or permanently blocks or impedes physical access to the Easement Area at any time;
provided, however, that Grantee, its successors and assigns shall have the right to temporarily
block or impede access to the Easement,Area in connection with any Conshucton work or any
modifications to the Easement Area, including as described in Section 3 above, provided that
reasonable alternate access to the Area G Solar Field and Area A is made available by Grantee to
Grantor. if Grantor temporarily or permanently blocks or impedes Grantee's physical access to
the Easement Area,, such action will be considered a significant interference with grantee's or
t00173362- 1
Easment Agrmnent--1600 Osgood Street—Page 6
Bk 16636 Pg12 5 #342 94
Gmatee Parties' use of the F.umnent Area under Section 10 and, in addition to its mannedies
available to 0mace under Section. 2 and Section-10, Grantee may also m* uned.iately take any
eormnercia Y reasonable action to cmsuch blockage or impediment to access. Likewise, if
grantee temporwily or permanently blocks or impedes Grantor's physical access to the driveway
within the Easement Area (except as may be allowed in connection with construction or
maintenance by the Grantee in compliance with the provisions of this Easement Agreement),
then such action will be considered a significant interference with grantor's or Grantor Parties'
use of Office Access Rights under Section 10 and, in addition to its remedies available to
Grantor wader Section 9 and Seefion 101 grantor may also i�nediately take any commerci ally
reasonable action to cure such blockage or impediment to access,
6. Grantor acknowledges and agrees that the Easement Area is located witlun a
portion of a primary vehicular and trunk access route to the Cmmtee's Property. Grantor
covenants and agrees not to impair vehicular and/or truck access to or egress from the Grantee's
Property through Grantor's exercise of its Iimited Retained Rights. If Grantee reasonably
determines that the Grantor's use of the Retained Rights is materially impamng the flow of
vehicular and/or ftek tmffic to and/or from the Quntee's Property, Grantee shall have the right,
in its reasonable discretion,to impose reasonable limitations on the Detained Rights to prevent or
resolve such material impairment; provided, in each instance, that such limitations shall not be
imposed in a. manner which discriminates between Grantor Parties and Grantee Parties or
otherwise unreasonably interfere with the scope and utility of the Retained Rights for the
purposes pewutted hereunder.
7. Subject to obtaining required governmental permits and approvals (including as
necessary from the Town of North Andover Planning Board), Grantee may develop, redevelop
and expand or change the use and improvements on the Grantee's Property subject to Grantor's
right to oppose any cbange which will impose limitations which discrimmnate between Grantor
Parties and Cmmtee Parties or which will unreasonably interfere with the scope and utility of
U rantor's Retained Rights for the purposes permitted hereuinder,
S. Intentionally omitted.
9. In addition to, and not in limitation of, any other rights of either party hereunder
or at law or in equity, if either panty determines that a breach, default or violation C'Violntion!')
of this Easement Agreement has occurred, or that a violation is threatened., the notifying party
may give written notice to Violating party of such violation, setting forth the speCIffics thereof,
and demand corrective action sufficient to cure the violation within a reasonable time period
(not to exceed thirty(30) days. If the violating party fails to cure the violation after receipt of
notice themof from the notifying party, or under circumstances where the violation rinot
reasonably be cured within a time period dictated by the notifying party, fails to begin curing
such violation within the time period dictated by the notifying party, or fails to continue
diligently to Cure such violation until finally cured, the notifying party may bring an aeon at
law or in equity in a court ofc mpetent Jurisdiction.-
a. to enjoin and/or cure such violation;
(00173362.0)
Eu ment Ag=ment-1600 Osgood Strm--Page 7
Bk 16636 Pg12 9 #342 94
b, to seek or enforce such other legal and/or equitable relief or remedies as
the notifying party deems necessary or desirable to ensure compliance with the terms,
conditions,covenants,obligations and purpose of this Easement Agreement.
10. if Grantee, in its reasonable discretion, determines that circumstances require
immediate action to prevent or mitigate signifimt damage to the Easement Area or, until the
expiration of the Temporary Easement, the Temporary Easement Area, or sigaifiaant
interference with Grantee's or Grantee Parties' use of the Easement Area, the Project, the
Grantee Property or, until the expiration of the Temporary Easement, the Temporary Easement
Area, grantee may pursue its remedies under Section 9 above, including injunctive reliefs
without providing prior notice to Grantor and without waiting for the reasonable cure period
described in Sc ion 9 to expire. The parties agree that Grantee's remedies at law for any
Violation of the terns of this Eme ment Agreement rising to the level described in this Section 10
are inadequate and that Grantee shall be entitled to injunctive relief, both prohibitive and
mandatory, in addition to such other relief to which Grantee may be entitled, including specific
performance. The above language shall in no event be interpreted to derogate or diminish either
party's rights and powers under the laws of the Conunonwealth of MassachuwM for the
protection of public health,safety and welfare.
11. Any delay or omission by either party to exercise its rights or remedy under this
Easement Agreement in the event of any violation shall not be deemed or construed to be a
waiver of any right or remedy available to such party under this Easement Agreement or a
waiver or consent to any subsequent Violation of this Easement Agreement.
12. The prevailing party in any anion brought to enforce the terms of this Easement
Agreement shall be entitled. to recover costs, including, without limitation, the reasonable costs
of suit and attorneys'fees.
13. Any notice, demand, request, consent, approval or communication under this
Easement Agreement shall be sent by certified mail, return receipt requested, or reliable
evexnight courier,addressed as follows:
Grantor: 1600 Osgood Street LLC
1600 Osgood Street
North Andover,Massachusetts 01845
Attn:Grit Goldstein
Email:o oldstein zzypropertieslcom
With a copy to: Ruberto,Israel Weiner
255 State Street,7h Floor
Boston,Massachusetts 02109
Attu: Michael D, Rosen,Esq.
Email: conn
(40173362;v3)
Eaw ment AF=ment—1600 Osgood Str —Page 8
16636 Pg130 #342 94
Grantee: Osgood RT-12 5 Project,LL
c/o Hillwood Development Company
5050 W.Tilgham Street, Suite 435
Allentown,PA 18104
Atari:Gary Freden"ek
Email. .frederick illwood.com
with a copy to: Hillwood Enterprises,L.P.
c/o Ifillwood Development Company
3000'TV le Greek Blvd.
Dallas,'texas 75219
.Attu: Marla Long and John Emshe
Email:marla.lon hillwood.com;
.CM8li0@hkIlwood.com
14. A patty may change the address or person to whom notices to it are required to be
given by providing proper notice to the other party in the manner provided in Section 3.
15. Taxes; Insurance;Indemnification.
a, Grantee acknowledges and agrees that Grantee is obligated, at Grantee's sole
cost and expense, to construct,repair and maintain the Easement Area and all
improvements therein, subject to and in accordance with all applicable permits
and approvals issued for the Project, including without limitation all penwhs
and approvals issued by the Town of North Andover Planning Board;
provided, however, to the extent such maintenance is required as a result of
damage or rnisuse of the Easement Area by Grantee or Grantee Parties, then
Gmtee shall be responsible for such damage or misuse and shall be
responsible for such cast and expense. Grantee shall remit such payment to
Grantor within thirty(30) days of receipt of an invoice therefor from Grantor.
Grantee shall keep the Easement Area free of any liens arising out of any
work performed for, materials ftrnished to, or obligations incurred by
Grantee.
b. Grantor shall pay any areal estate taxes or other assessments levied on the
Easement Area,except assessments relating to sewer,if any.
c. Grantee and Grantor shall each be requ"nod to carry general liability insurance
against claims of bodily and personal uVury or death and property damage
occasioned by or arising from their use of the Easement Area, and the use of
their respective successors, assips, tenants, employees, contractors, agents,
licensees and invitees. Each party shall ftwiish certificates of such insurance
upon written request by the requesting party. Such insurance shall be
maintained under a policy or policies which shall name the other party as an
(00173362;v3)
Emmeait Agreement—1600 Osgood Street—Page 9
Bk 16636 Pg131 #342 94
additional named insured, in each case having a limit of not less than One
Million Dollars ($11,000,1000) per person and Three Million Dollars
($3,000,000)per occurrence. Grantor and grantee shall be required to review
and, if commercially reasonable, adjust the required amount of insurance
coverage every five(5) years,beghming upon the expiration of five(5)years
following the execution of this Easement Agreement.
d. Grantee shall indemmify, defend and hold harmless grantor, its tenants and
affiliates and its and their respective agents, servants, directors, officers and
employees (collectively, "Grantor Indenm4ees"), from and against any and
all losses, liabilities, damages, costs and expenses (including reasonable
attorneys' fees)resulting from claims occasioned by(i)injuries to any person
or damage to, or theft or loss of, property (aa) occurring in or about the
Easement Area in connection with Grantee's use of the Easement and/or(bb)
occurring in connection with Grantee's construction,maintenance,repair, use
or operation of the Project or(h)any actual or alleged breach of this Easement
Agreement by Grantee. In ease any aeon or proceeding is brought against
any Cmmtor Indemnitee and such claim is a claim from which Grantee is
obligated to indemnify Grantor Indemrdtees pursuant to this Section Grantee,
upon notice from Grantor, shall resist and defend sucb action or proceeding
with respect to that claim (by counsel reasonably satisfactory to grantor
Indernnitees, except such consent is not required if such defame is provided
by grantee's insurer) at Grantee's expense. Nothing here*M shall be denied
to require Grantee to indemnify Grantor Indemnities from any claim arising to
the extent of their own negligence, willful misconduct, or breach of this
Easement Agreement,
e. Grantor shall indenu fy, defend and hold harmless Grantee, its tenants and
affiliates and its and their respective agents, servants, directors, officers and
employees (collectively, "Grantee Lademnitees"), from and against any and
all losses, liabilities, damages, costs and expenses (including reasonable
attorneys' fees)resulting from claims occasioned by (i)injuries to any person
or damage to,or theft or loss of,property oecumng in or about the Easement
Area in connection with the Grantor's use of the Easement Area or (ii) any
anal or alleged breach of this Easement Agreement by Grantor. In one any
action or proceeding is brought against any Grantee Indenmitee and such
claim is a ohm from which Gmtor is obligated to indent ify Grantee
Indemnitees pursuant to this Section,Grantor,upon notice from Grantee,shall
resist and defend such action or probing with respect to that claim (by
counsel reasonably satisfactory to Grantee Indemni tees,ex mpt such consent is
not required if such defense is provided by Grantor's insurer) at grantor's
expense. Nothing herein shall be deemed to require Grantor to indemnify
Grantee Indemnities from any claim arising to the extent of their own
negligence,willful misconduct,or breach of this Easement Agreement.
(00 t 7336240)
meat Anent—1600 Osgood Sfi --]gage 10
Bk 16636 Pg132 #34294
16.Miscellaneous.
a. The laws of the Commonwealth of Massachusetts shalt govern the
interpretation and perf`orrnance of this Easement Agreement, and Courts within the
Commonwealth shall have sole and exclusive jurisdiction over any disputes.
b. if any provision of this Easement Agreement or the application thereof to
any person or circumstance is found to be invalid,the remainder of the provisions of this
Easement Agreement, or the application of such provisions to persons or circumstances
other than those as to which it is found to be invalid, as the case may be, shall not be
affected thereby.
C. No alteration or variation of this Easement Agreement shall be valid or
binding unless contained in writing executed by the parties hereto.
d. Should there be more than one Grantee, the obligations imposed by this
Easement Agxeanent upon each Grantee shall be joint and several. Should there be more
than one Grantor, the obligations unposed by this Eascanent Agreement upon each
Grantor shall be joint and several.
e. The covenants, terms, conditions and restrictions of this Eascrnent
Agreement shall be binding upon., and inure to the benefit of, the parties hereto and all
parties having or acquiring any right,title or interest in any portion of the Easement Area
and, until the expiration of the Temporary Easern.ent, the Temporary Easement Area,
including holders of subdivision deeds, and shall continue as a servitude runidng in
perpetuity with the Grantor Property for the benefit of the Cantee Property.
f. The captions in this Easement Agroment have been inserted solely for
convedence of reference and are not a part of this Easement Agreement and shall have
no effect upon construction or interpretation.
g. This Easement Agrwnent may be executed in multiple countetparts, each
of which shall be deemed an original, and all of whim, taken together, shall constitute
one instrument.
[Signature pages follow this,page.)
(00173362;v3)
Eemnont Agent—16000 Osgood Strom-page 1 I
1121j-
16636 Pg133 #34294
TO HAVE AND TO HOLD unto Grantee, its successors and assigns forever, The
covenants, terms and conditions, restrictions and purposes imposed with this Easement
Agreement shall not only be binding upon Grantor but also on its agents, personal
representatives, assigns and all other successors to it in interest and shall continue as a servitude
running in perpetuity with the Grantor Property.
rN WITNESS WHEREOF, Grantor has set its hand and seal on the day and year first
above written,and directs that this instrument be recorded in the office of the County of Essex.
GRANTOR:
1600 GSGGGD STREET LrLC,
a Mas suhusetts l i muted liability company
E
Larne:Ron Zwanziger
Title: Authorized Signatory
COMMONWEALTH OF MASSACHUSETTS
COUNTY OFKaLk=
On this (� dayof November, 202 before me the undersigned� s fined notary public, personally
appeared Ron Zwanzlgor, Authorized Signatory of 1600 OSGOOD STREET LLC, a
Massachusetts limited liability company, proved to me through satisfactory evidence of
identification, which was personal knowledge, to be the person whose name is signed on the
Preceding or allwhed doemnent, and acknowledged to me that he signed it voluntarily for its
stated purpos
(af official signature and seal of notary)
; 4 {rotary Public
• einuss%
CommonweZIto 01 mass�
Commission xpires August 27,2021
(00173362;v3}Easement Agreement--1600 Osgood Street—Signature Page
B, 16636 Pg134 #34294
GRANTEE:
OSGOOD RT-125 PROJECT,LLC,
a Delay II*mhcd i lability company
By&
1� :Larry Blair
Title: Senior vice President
STATE OF TEXAS
COUNTY OF DALLAS
On this 2-4 day of November, 2020, before nee, the undersigned Notary public, personally
appeared Larry Blair, Senior Nice President of OS OD RT-125 PROJECT, LLC, a Delaware
limited liability company, proved to me Rough satisfactory evidence of identi cation, which
was personal knowledge, to be tba person whose nee is sighed on the preceding or attached
document,and acknowledged to me that he signed it voiunta ily for its stated purpose,
(drix official-signature and seal of n mq)
JULiA WKKES
NOtary 14 0132719236
MY commission Expfr"
Octvber s f 2024
(00173362;0)Bascmcnt Agrcemnt—160 OSPW St"*--SIB Page
Bk 16636 Pg135 #342 94
EXHIBIT"A"
Basement Plan
See attached plan entitled;"Easement Plan;"prepared by Langan Engineering and
Environmental SeMees,Inc.,with reference to Frcjeet: 1600 Osgood Street,North Andover,
Massachu se ,dated November 12,2020,last revised 11/17/20
(001733521-4)EUMenf Agwmeftt—1600 Osgood Sty—Exhibit"WI
16636 Pg136 #34294
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EXHIBIT':S"
Legal Description of Easement Area
PROPOSED ACCESS EASEMENT IN FAVOR OF LOT D
1600 OSGOOD STREET
Begai mmg at a point in the westerly highway line of Osgood Street and the easterly fine of Lat A,
said point being a Massachusetts Highway Bound(MH]3)and being the southeast corner of here
described easement;
Thence S 760 22' 10" w through Lot A, a distance of 67.50' to a point;
Thence N 13"37'50"w through Lot A,a distancc of 40+90' to a point;
Thence S 760 22' 10"w through Lot A,a distance of 45.62' to a point;
Thence S 800 36' 07" W through Lot A, a distance of 250.45' to a point on the division line
between Lot A and Lot B;
Thence N 13137`50" W along said division liu�e,a distance of 60.00'to a point;
Thence N 760 22110"E thmugh Lot A,a distance of364. 44'to a point of curvature;
Thence along a non-tangent curare through Lot A, curving to the left, with an are length of
14,80",a radius of 70.00",an included angle of 12*07'03",subtended by a chord which hears N
241 3913 g" E with a chord length of 14.78' to a point of non-tangeney in the westerly highway
line of Osgood Street;
Thence S 030 11'26" E along the westerly highway line of Osgood Street, a distance of 103.56'
to a point of waft re;
Thence along a non-tangent curare along the westerly highway line of Osgood Stet, curving to
the right, with an arc length of 31.19', a radius of 35.00", an included angle of 51 Q 03' 36"1
subtended by a chord which bears S 28'43' 15" E with a chord length of 30.17' to the point of
begi Ij
Containing approximately 28,966 Square Feet(0,66497 Acres).
(00173362;v3)Easement Ag ro meat—1600 Osgood Sty—Exhibit"B"
Bk 16636 Pg138 #34294
EXIEREIT 46c"
OVERVIEW OF CONNECTOR DRIVEWAY
See at#ached plan enfitle&"Access Easement Flgme,"dared by Langan Engineenng and
Environmental Services,Inc.,with refernee to Project: 1600 Osgood Stet,North.Andover,
Massachusetts,dated November 17,2020
(00 173361,0)Eamnent Agreement--1600 Osgood Sbvd—Exhibit"B"
Bk 16636 Pg139 # 3 4294
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PROPOSED
ACCESS EA SEMEN T
IN FAVOR OF LOT B
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SCALE. 1 INCH 50 FEET
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LANGA en i�ad ACCESS � Z��E rrvk�on s r vioea� . 16MOSG DNQVOW i?,
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ar rr ►�anr t a*► NW" cry: "raw lawN o14OLtmf