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HomeMy WebLinkAbout12/01/2020 - Easement Agreement (Southern Access) - - 1450 Osgood Street RETURN TO: Marla Long Hillwood Development Company,LLC 3000 Turtle 0"k Blvd. Dallas,Texas 75219 BASEMENT AGREEMNT (Southern Aems) This easement agreement (this `Easement Agreemenf) is made this z't day of December, 2020, by OSGOOD RT-125 PROJECT, LLC, a Delaware limited liability company, whose address is 3000 Turtle Creek Boulevard., Dallas, Texas 75219, hereinafter toge er with its sueeessors and assigns referred to as "Gro tour," in favor of 1600 OSGOOD STREET LLC, a Massachusetts limited liability company, whose address is 1600 Osgood Street,Norrth.Andover,Massachusetts 0 1545,hereinafter together with its suessors and assigns referred to as the"Grantee." YY ITNESSETH. WHEREAS, Grantor is the owner in fee simple of certain areal property located in the Town of North Andover, County of Essex,Corr nonwealth of Massachusetts, commonly known and numbered as 1450 Osgood Street and shown as "Lot B" on that certain plan entitled, "Easement Flan," prepared by Langan Engineering and Envirom ental Services, Inc., with reference to Project: 1600 Osgood Street, North Andover, Massachusetts, dated November 12, 021,last revised 11117/20 sreinater the " an") attached hereto as Exhibit "A" and rewrded herewith as flan No. thereinafter the"Grantor Vjaer ");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 1600 Osgood Street and shown as "Lot A"' on the Plan (hereinafter the "Grantee Fropel:ff')s and WHEREAS, Grantee owns and operates an existing three-story office building on Lot A and associated improvements,including above-ground parking(the"B in "I WHEREAS, Gntor intends to construct improvements on the Easement Area, including,but not limited to,a private roadway C'Construction World'); WHEREAS, Crantor, having the authority to do so, intends to enter iota this Easement Agreement in order to grant to Grantee, its successors and assigns the Easement(defined below) (I0173366;V31 Easement Agreement--1450 Osgood Street—Page 1 Bk 16636 Pg141 #34295 in, on and over the portion of the Crrantor Property shown as `Proposed Access Easement Favor of Lot A 24,511 S.F.+/-" on the Plan `'Easement ,Area") for the purposes described herein, and a metes and bounds description of which Easement Area is attached hereto as Exhibit Bs NOW, THEREFORE, in consideration of good and valuable considemdon, 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 tho mentor property shall be subject to the following onveyances,easements,rights,covenants and restriction: 1. Grantor hereby conveys, transfers, assigns and grants to Grantee, its successors and assigns for the benefit of the Grantee Property a perpetual, non-exclusive vehicular emcees easement over and across the roadway construaed by Grantee upon the Easement Area for the sole purpose of ingress and egress of Grantee and Grantee's successors, assigns, tenants, representatives, agents,contractors,visitors and employees("!P�rantee Parfiee)to and from the Building (the"Easement'), and for complying with any permits, approvals, conditions or other laws, rules or regulations governing aecess to Lot A over the Easement Area, including the installation of signs, signage, lighting or related structures and improvements as required by the Signage Permits (as defined below), and for no other purpose,which Easement shall be for the benefit of all or any portion of the Grantee Property. Grantor shall construct the driveway within the Easement .Area in accordance with and substantially as shown on the plans as referenced in: the Site flan Review, Parking and Common Driveway Special Permits, and Large-Scale Ground-Mounted Solar Energy System Site Plan Review and Solar Setback Modification Special Permit issued by the North Andover Planning Board dared May 20, 2020, as modified on October 6, 2020, recorded herewith, as the same may be father amended of record,and the Site Plan Review, Parking,Cone non Driveway, Building Height, and Floor Area Ratio Special Fern its, issued by the North Andover Planning Board dated May 20, 2020, as modified on Goober 6,2020,recorded herewith, as the same may be fiuther amended of record (collectively,the I'Annaroyals"). Grantor shall also install such siMe as is to be located within the Easement Area in a location and of such design as as mutually agreed upon and in accordance with Signage Master Plan Special Permits to be issued by the North Andover Planning Board to Gruator and Gmtm,and to be hereafter recorded with the Essex County North.District Registry of Deeds (the `I i n a e Permits"I. Further, motor shall be responsible to maintain the Easement Area, including: (i) to maintain the signs located within the Easement Area in accordance with the Signage Permits (excepting for signs, if any,which are exclusively for the benefit or identification of Lot A, for which Grantee shall be solely responsible to maintain),and (ii) to keep the driveway within the Easement Area clear of snow, on a perpetual basis to satisfy the intent of the Approvals, Grantee shall not have a right to pw form any improvements upon the Easement Area and shall not have any right to use the Easement Area until completion of construction of all improvements within the Easement Area by the motor and approval for use is granted by all necessary governing authorities. 2. The Easement shall be strictly limited and construed upon the express terms as set forth in this Easement 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 seMent estate, and,without limitation, it is hereby intended by the parties, and expressly acknowledged and agreed by (00173366;v3) Easement Agmment—1450 Osgood Streit—Page 2 Bk 16636 Pg1.42 #34295 Grantee,that Grantee shall not have: (i)any rights to make any modifications to the terms of the Easement or Easement Area; and(ii)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 released by Grantee. Grantee shall not redesign or reconfigure the Grantee Property in any way that could result in any material increase of use of the Easement Area and shall not permanently block, discontinue, discourage or otherwise hinder any use of other points of existing egress from the Grantee Property that could result in an increase of use of the Easement Area beyond that which is permissible under applicable bylaws, permits and approvals for Lot A for the buildings as currently configured and as shall be reconfigured as contemplated by the Approvals. Nothing herein shall preclude Grantee from constructing tenant improvements to acwmmodate a proposed use which is currently permissible on Lot A+ 3. The parties agree that the Easement shall be in full force and effect as to all of the Easement Area. During the pendency of this Easement Agreement,Grantee shall take all actions reasonably requested by Grantor and shall reasonably cooperate with Grantor, at no cost to Grantee, to obtain the issuance of any govenrrnental permits, entitlements, or other approvals requested by Gmtor,including execution and delivery of any and all applications therefore,that may be necessary and/or requested by the applicable governmental au horlty to construct and/or modify improvements in the Basement Area, 4. Nothing contained in this Easement Agreement shah be denied 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, 5. Excepting for such signs, markings or other traffic controls that Grantor shall install as may be rewired by the Town of North Andover Planning Board C'Plav Board") or the Massachusetts Department of Transportation CWassDOT"),in no event shall the Grantor or the G we, urea, place or maintain any improvement or obstruction whatsoever moss any portion of the Easement Area that temporarily or permanently blocks or impedes physical acros to the Easement Area at any time', provided, however, that Grantor shall have the right to temporarily block or impede access to the Easement Area in connection with the Construction Work or any maintenance or modifications to the Easement Area as may be necessary in the futme. if Grantee temporarily or permanently blocks or impedes Grantor's physical access to the Easement Area, such action will be considered a significant interference with Grantor and Grantor's successors, assigns, tenants, representatives, agents, contadors, visitors and employees C"Grantor Parties") use.of the Easement Area under Sectio and, in addition to its remedies available to Grantor under Section 9 and Section 10. Grantor may also immediately take any commercially reasonable action to cure such blockage or impediment to access. Likewise, if Grantor temporarily or permanently blocks or impedes creamy s physical mess to the driveway within the Easement Area (except as may be allowed in connection with construction or maintenance by the Grantor in compliance with the provisions of this Easement Agreement), then such action will be considered a significant interference with Grantee and Grantee's successors, assigns, tenants, representatives, agents, contractors, visitors and employees C'.GLantee Paroles") use of the Easement Area under Sin_10 and, in addition to (00 173S66;v3) Eument Agreement-1450 Osgood Strut-Page 3 Bk 1.6636 Pg143 #34295 its remedies available to Grantee under Section 9 and Suction 10, Grantee may also immediately take any commercially reasonable action to cure such blockage or impediment to access. 61 grantee acknowledges and agrees that the Easement Area is located within a portion of a primary vehicular and truck access route to the Cmwtoe s Property. Grantee covenants and agrees not to impair vehicular and/or truck access to the Grantor"s Property through Grantee property Owner's exercise of its rights hereunder. Grantee shall not park any vehicles within the Easement Area. Grantor 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 party responsible. 7. Subject to compliance with and so long as not in violation of the Approvals or any requirements of the Planning Board or MassDOT, Grantor specifcally reserves the right, at any time, and from time to time, to promulgate such rules and regulations applicable to the Easement Area as might be reasonably 'imposed to promote the health, safety, welfare and security of the grantor Property, the improvements located thereon and users of the Easement Area., so long as such rules and regulations shall not impose limitations which discriminate between Grantor Parties and Grantee Parties or which will unreasonably interfere with the scope and utility of grantee's rights for the purposes permitted hereunder. 8. 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 party determines that a breach,default or violation CTIolatioW) of this Easement Agreement has occurred, or that a violation is threatened, the notifying party may give written notice to violating pasty of Such violation, setting forth the specifies theroof, and demand corrective aetion 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 aster receipt of notice thereof from the notifying party, or under cu'v mstances where the violation cannot reasonably be cured within a time period dictated by the notifying party, fails to begin curing such Violation within the tinne period dictated by the notifying party, or fails to continue diligently to cure such violation until finally cwxut the notifying party may bring an action at law or in equity in a court of competent jurisdiction: a, to enjoin and/or cure such violation; 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 teams, conditions,covemts,obligations and purpose of this Easement Agreement. 0 10. If Grantor, in its reasonable discretion, determines that circumstancm regwrc immediate action to prevent or mitigate sig;ftificant damage to the Easement Area or significant interference with Grantor"s or grantor parties'use of the Basement Area or the Gmtor Property, Grantor may pursue its remedies under Section 9 above, including injunctive relief, without providing prior notice to Grantee and without waiting for the reasonable cure period described in Seeti.on 9 to expire. The parties agree that mentor's remedies at law for any Violation of the (00 173366;v3) Ea emmt Apmnent-1450 Osgood Stmeet-Page 4 Bk 16636 Pg144 #342 95 terms of this Easement Agreement rising to the level described in this Section 10 are inadequate and that Grantor shall be entitled to injunctive relief,both prohibitive and mandatory,in addition to such other relief to which motor may be entitled,including specific perfornxance. The above language shall in no event be interpreted to derogate or diminish either party's rights and powers under the laws of the Commonwealth of Massachusetts for the protection of public health.,, safety and welfare. 11. Any delay or omission by either party to exaMse its rights or remedy under this Easement Agreement in the event of any Violation shall not be dewed or construed to be a waiver of any right or remedy available to such party under this Easement AgCeement or a waiver or consent to any subsequent Violation of this Easement Agreement. 12. The prevailing party in any action brought to enforce the tennms of this Easement Agreement shall be entitled to waver oasts, including,,without limitation, the reasonable costs of suit and attiomeys' 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 overnight courier,addressed as follows: Grantor: Osgood RT-1 2 5 Project, LLC c/o Hillwood Development Company 5050 W.Tilgham Street,Smite 435 Allentown,FA 18104 Attn: Gary Frederick Email: gWArederick&illwood,com With a copy to: Millwood Enterprises, L.F. c/o Hillwood Development Company 3000'Turtle Creek Blvd. Dallas,Texas 75219 Attn: Marla bong and John Ernst is Email:marla.lon hillwood.com; jgk.ems1ie@hillwqod-com Grantee: 1600 Osgood.Strect LLC 1600 Osgood Street North Andover,Massachusetts 01845 Attu:brit Goldstein Email. o oldstein o o erties,corn With a copy to: R.uberto,Israel&Weiner 255 State Streets 7h Floor Boston,Massachusetts 02109 Attu: Michael D.Rosen,Esq. Email:mdr Com (aa 1 7336s;O) Euvmt Agreement--1450 Osgood 5fivet--Page 5 Bk 16636 Pg1.45 #34295 A party 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 13. 14. Taxes;Insurance;Indemnification. a. Grantor acknowledges and agrees that Grantor is obligated, at Grantor's sole cost and expense, to constrict, repair and maintain the Easem cnt Area and all improvements therein, subject to and in accordance with all applicable pmiits and approvals issued for the Project, including without limitation all permits and approvals issued by the 'Town of Noah Andover Planning Board; provided, however, to the extent such impair or maintenance is rewired as a result of damage or misuse of the Easement Area by Grantee or Grantee Parties,then Grantee shall be responsible for such damage or rni suse and shall be responsible for such cost and expense.Grantee shall remit such payment to Grantor within thirty(30)days of receipt of an invoice therefor from Grantor. Grantor shall keep the Easement Area free of any liens arising out of any work performed for,materials f nuished to,or obligations incurred by Grantor. b. Grantor shall keep the Easement Area free of any liens arising out of any work performed for,materials f -nished to,or obligations incurred by Grantor. c. Grantor shall pay any real estate taxes or other assessments levied on the Easement Area, d. Grantee and Cwantor shall each be required to carry general liability insurance against claims of bodily and personal injury or death and property damage occasioned by or arising from their use of the Easement Area, and the use of their respective successors, assigns, tenants, employees, contractors, agents, licensees and invitees. Each party shall furnish cerdfi+cates 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 additional named insured, in each case having a limit of not less than One Million Dollars ($1,000,000) per person and Three Million Dollars ($3,000,000)per occurrence. Grantor and Grantee:shall be required to preview and, if commercially reasonable, adjust the required amount of insuranm coverage every five(5) years,bcgmmg upon the expiration of five(5) years following the execution of this Easement Agreement. e. Grantor shall release, indemnify, defend and hold bannIess Grantee, its tenants and affiliates and its and their respective agents, servants, directors, officers and employees (collectively, "Grantee Indemnitees"), from and against any and all losses, liabilities, dam ages, 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 occurring in or about the (00173366;v3) Easement Agreement—1450 Osgood Street—Page 6 Bk 16636 Pg146 #34295 Easement Area its connection with the Easement and Cvantor's use of the Easement Area or (ix) any actual or alleged breach of this Easement Agreement by Grantor. In case any action or proceeding is brought against any Grantee Indemmtee and such claim is a claim from which Grantor is obligated to indemnify Grantee Indetnnitees pursuant to Ws Section,Grantor, upon notice from Grantee, shall resist and defend such aeon or proceeding with respect to that clam (by counsel reasonably satisfactory to Grantee, except 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 Indemnitees from any claim arising to the extent of their own negligence,willful misconduct,or breach of this Easement Agreement. f. Gmntee shall release, indemnify, defend and hold harmless grantor, its tenants and affiliates and its and their respective agents, servants, directors, officers and employees (collcctively, `'Grantor Yndemnitees"), from and against any and all losses, liabilities, damages, costs and expenses (including cc r reasonable attorneys' fees)resulting from claims occasioned by (i) injuries to any person or damage to, or theft or loss of,property occurring in or about the Easement Area in connection with the Easement and Q-antee's use of the Easement Area or (H) any actual or alleged breach of this Easement Agreement by Santee. In case any action or proceeding is brought against any grantor Indemnitee and such claim is a claim from which Grantee is obligated to indemnify Grantor Indemnitees pursuant to this Section,Grantee, upon notice from Grantor, shall resist and defend such action or proceed" with respect to that claim (by counsel reasonably satisfactory to Gmntor, except such consent is not required if such defense is provided by Grantee's insurer) at Grantee's expense. Nothing herein shall be deemed to require Grantee to indemnify grantor indern itees from any claim arising to the extent of their own negligence,willful nuscond=4 or breach of this Easement Agreement. 15.Miscellaneous. a. The laws of the gormonwealth of Massachusetts shall govern the interpretation and performance 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 cirmwtance is found to be invalid,the remainder of the provisions of this Easement Agreement, or the application of such provision 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. (40 1,73366;v3) Faserncnt A m nment—14$0 Osgood Start—Page 7 Bk 16636 Pg1.47 #342 95 d. Should there be more than one Cwmtor, the obligations imposed by this Easement Agroment upon each Grantor shall be joint and several, Should there be more than one Grantee, the obligations imposed by this Easement Agremnent upon each Grantee shall be joint and several. e. The covenants, terms, conditions and restrictions of this Easement Agent shall be binding upon, and inure to the benefit of, the parties hereto and all parties having or acquiring any right,title or intemt in any portion of the Easement Area, including holders of subdivision deeds, and shall continue as a servitude m perpetuity with the Grantor property for the benefit of the Grantee Property. Nothing contained in this Agreement will be deemed to constitute a gif,g mt or dedication of any portion of the Grantor Property or the Grantee Propfrty to the general public or for any public purpose whatsoever, it being the intention of the Grantor and Grantee that this Easement Agreement will be strictly limited to the private use of the Grantor, Grantor Pm-ties,Grantee and Grrantec Parties. f, The captions in this Easement Agreement have been inserted solely for convenience of reference and are not a part of this Easement Agreement and shall have no effect upon construction or interpretation, g. This Easement Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one instr ment. [Signature pages ollo w this,gage.) (QQ1733f6;0) Emmcnt Agreement—1450 Osgood Sttm—Page 8 Bk 16636 Pg148 #3 42 95 To HAVE AND TO HOLD unto Gxantoo, its sumsars and assigns forever. The covenants, term and conditions, restrictions and purposes unposed with this Easement Agreement shad not only be binding upon Grantor but also on fs agenu, personal representatives,assign and all other successors to it m interest and shall continue as a servitude IV runmg inn peqvtWty wb the Cmwtor property. IN WIMSS WUREOF,, Gmntor has oet its hind and seal on the day aid year first above written,and directs that this itmhument he recorded in the office of the County of Essex. GRANTOR., D COOD RT-I25 PROTECT,LLC, a.Delaware united liability company By: r N e: Title: S nor Vice Pros ident STATE OF TES COUNTY of DALLAS On this 7� day of November, 2020, before me, the undcsigned notary public, personally appeared Larry Bair, Senior Vice President of OS C OOD.RT-i 25 PROJEC'T, LLC, a Delaware limited liability company, proved to me through satisfactory evidence of identification, which was petsonal knowledge, to be the person whose name is signed on the preceding or attached document,and acknowlodged to nw that he signed it voluntarily for its stated purpose. a " JUUA WICXES ] o;'icial signature and SW of notary) Ksrtary I01 37 sr36 MY COMMIsslon expires fttsber S!2024 (041733w,v3)Eascmnt Agrmncm—1450 ospad Stred—Signet=Pop 13]� 16636 Pg149 #34295 GRANTEE: 1600 O SGOOD STREET LLC, a Massachusetts limited liability company * �"'" r ........ Name: Ron Z anzige Tide: Authorized Signatory COMMONWEALTH OF MASSACHUSETTS COUNTY OF t!0&jjA On this i� day of Novembcrr, 2020, before me the undersigned notmy public, personally appeared Ron Zwanziger, Authorized Signatory of 1600 OSGOOD STREET LLC# a Massachusetts limited liability company, proved to me through satisfactory evidence of identification, which was persorW knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpos . a j official signatme and seal.of MICHAEL DANA ROSEN Notary Public Commonwealth of Massachusetts My eon;MS1.on Expires August 27,2021 (00173356;v3)moment Agreement--1450 Osgood Street—Signature Page 16636 Pg150 #34295 EXHIBIT"A" Easement Plan See attached plan entitled;" mement Pan,"prepared by Fagan Engineering and Eniro mental SerAces,Inc.,with reference to Project: 1600 Osgood Streets forth Andover, Massachusetts,dated November 12,2020,last revised 11l1 7120 (00173366Md} ement Agx►�nent�-1450 Osgcod Street-�Exhibit"A" Bk 16636 Pg151 #34 95— uaanr; � fall ago HIM .. >� S �r • A . W OF •., iglu z tin 4 ►� �..C� �+,,.,y.• "'-1. CIS •n if. �� ■�... 41 cm 19 FA- .16 low 4151 pitIt 1Z � �•• � •i � r ►!1� �sl+e•r�rR 1`' � ems," �.l 3! � y ¢6 ■ 1. ` .It i.�' lNIF" ••p'.i trt^.• .�^ry ��.• -Rf± rt f; / �• Gbx r ft i 1 + L.1 .. •,. a•• a( ..w' + �+ � �,J•.! •�'•' � .�.,Wax ,. � { CC r73' ��w•� ,✓' S 1 +i .j �� :�.s ���,...rt�.'i..EE�..' � j •s s, _ '` � :��. fir. �� "" L� � � ~_— r ,.t" FAR it • - � .! y4 n EZ W 11 11 kil I :• . . Ago ` III` ► r �( j 5� ■ C , b • f Bk 16635 Pg152 #34295 EXHIBIT"B" Legal Description of Easement Area PROPOSED ACCESS EASEMENT IN FAVOR OF LOT A 1450 OSGOOD STREET Beginning at a point in the westerly highway line of Osgood Street and the southeat corner of Lot A, said point being the northeast coiner of Lot B and the northeast corner herein described easement; Thence S 13* 37121" E along the westerly highway line of Osgood Street, a distance of 129.36" to a point of curvature; Thence along a non-tangent curare through Lot E, curving to the left, with an arc length of 54.49',a radius of 35.56',an included angle of 87"47 49", subtended by a chord which bears N 60103'43"W with a chord length of 49.32'to a point of compound curvature; Thence along a non-tangent curve through Lot B, cunning to the left, with an are length of 95.62',a radius of 109,00',an included angle of 50' 15'49", subtended by a chord which bears S 491151' 05" W with a chord length of 92.59' to a port of non-tangency; Thence S 24143' 10"W through Lot B,a distance of 226.53'to a point; Thence N 65° 16'50" W through Lot B,a distaancc of 54.00' to a point on the division line of Lot rA.and Lot B; Thence N 24'43' 10" E along said division lime, a distance of 221.32'to a point; Thence N 111 32'41"E along said division line,a distance of 152.19'to a point; Thence N 76'22' 10"E along said division line,a distance of 56.23'to the point of beginning; Containing approximately 24,511 Square Feet(0,56270 Acres). (00173366;O)Eownent Agreement—1450 Osgood 5trcd--Exhibit"A"