Matters ▸ Attachment
3-5 Hawkins Street - Maintenance and Easement Agreement — File 24-1160
RECORDING INFORMATION AREA
EASEMENT AND MAINTENANCE AGREEMENT
This EASEMENT AND MAINTENANCE AGREEMENT (this "Agreement") is entered
into by the CITY OF SOMERVILLE, a municipal corporation with an address of 93 Highland
Avenue, Somerville, Massachusetts 02143 (the "Q!y") and JMC/STM/TGCI UNION
SQUARE II LLC, a Massachusetts limited liability company with an address of 100 Grandview
Road, Suite 207, Braintree, MA 02184. ("Developer") (each, a "Party" and collectively, the
"Parties").
WITNESS ETH:
A. Pursuant to that certain Decision issued by the Planning Board of the City of Somerville
("PB") dated May 11, 2021, filed with the City Clerk on May 11, 2021, recorded on October 12,
2021 in the Middlesex South Registry of Deeds in Book 78892, Page 149, and filed on January
10, 2024 in the Middlesex South Registry District of the Land Court as Document No. 1950167
in Case No. CZC20-000060, (as the same may be amended from time to time, the "PB
Approval") for a commercial project (the "Project"), the Parties have each agreed to be
responsible for certain maintenance obligations relating to certain sidewalks serving the Project
and to grant each other various rights in connection with the use and maintenance of the same.
B. As of the date of this Agreement, Developer owns the real property on which the Project
will be located, the property being more particularly described on Exhibit A attached hereto and
incorporated by reference (the "Private Property").
C. The City is the owner of certain public roadways, portions of which are adjacent to the
Project, specifically Lake Street and Hawkins Street. The Developer is the owner of certain
landscaped areas and portions of public sidewalks located or to be located adjacent to Lake
Street and Hawkins Street (collectively, the "Public Property"), as shown on the plan entitled
"Sidewalk Easement Plan of Land," dated May 15, 2024, prepared by GM2 Associates, and
recorded with the Middlesex South Registry of Deeds herewith, a reduced copy of which is
attached hereto as Exhibit B (the "Sidewalk Easement Plan").
1
D. The City and Developer desire to enter into this Agreement in order to provide a public
access easement over portions of the Private Property and to provide a maintenance license over
portions of the Public Property, and to allocate maintenance responsibilities in connection
therewith, all as more specifically set fotth herein.
E. The City has been authorized to accept the easements pursuant to a vote of the City
Council of Somerville recorded herewith and attached hereto as Exhibit E.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the City and Developer hereby agree as follows:
1. Grant of Maintenance License to Developer.
(a) The City hereby grants to the Developer a non-exclusive license on, over, across and
through portions of the Public Property comprised of approximately 1473 square feet
in total and measuring approximately 7 .00 feet in width and approximately 121.12
feet in length on Lake Street and measuring approximately 7.00 feet in width and
approximately 85.22 feet in length on Hawkins Street, all as shown on the Sidewalk
Easement Plan and more particularly described in Exhibit C (collectively, the
"Developer's License Area ") for the purpose of maintaining the sidewalk. The
Parties agree that the rights of the general public hereunder to utilize such sidewalks
for pedestrian access shall not be curtailed.
(b) To the extent that any portion of the Developer's License Area has not yet been
dedicated and conveyed to the City, and is owned in fee by Developer, the doctrine of
merger shall not be applicable to any of the easements, rights, privileges,
responsibilities, obligations and covenants contained herein with respect to the City's
Pedestrian Easement Area and there shall be no merger of estates or interest created
herein as a result of any unity of title or interest thereto or therein.
2. Grant of Easements to the City. Developer hereby grants to the City a non-exclusive
permanent easement, in common with Developer and all others now or hereafter entitled
thereto, on, over, across and through those certain portions of the Private Property
comprised of approximately 720 square feet in total and measuring approximately 3. 01
feet in width and approximately 108.28 feet in length on Lake Street and measuring
approximately 5.00 feet in width and approximately 85.22 feet in length on Hawkins
Street, all as shown on the Sidewalk Easement Plan and more particularly described in
Exhibit C (collectively, the" City's Pedestrian Easement Area") for the purpose of
pedestrian access for the general public at all times, twenty four (24) hours a day, seven
(7) days a week. The Parties agree that the rights of the general public hereunder to
utilize such sidewalks for pedestrian access shall not be curtailed. To the extent that the
City acquires a fee simple interest in all or any portion of the easement area, the easement
2
(or portion thereof) shall be merged into the superior interest of the City-and shall cease
to exist.
3. Developer Maintenance Obligations.
(a) Developer shall maintain, repair and replace, at Developer's sole cost and expense, all
sidewalks, fencing, and landscaped areas within, on, or adjacent to the City's
Pedestrian Easement Area and Developer's License Area, together with any
improvements installed by Developer, subject to receipt ofrequired approvals, in the
City's Pedestrian Easement Area and Developer's License Area, including removal
of snow and ice, in a manner consistent with other first class mixed use developments
in the Boston, Massachusetts area and otherwise in accordance with any then-
applicable federal, state and City of Somerville standards, including but not limited to
those related to handicapped accessibility. All of Developer's said responsibilities
shall be referred to herein collectively as the "Developer Maintenance Obligations."
(b) Developer shall (and/or shall cause any contractor(s) responsible for performing any
work in, on or under the City's Pedestrian Easement Area or in, on or under the
Developer's License Area to i) carry the types of insurance, and in the minimum
amounts, listed on Exhibit D; and (ii) prior to the commencement of any work deliver
a certificate evidencing the insurance required hereunder and naming the City as an
additional insured on the applicable (Developer or contractor) general commercial
liability and workman's compensation policies.
4. City Maintenance Obligations. Except as specifically otherwise set forth herein as being
Developer's responsibility, the City shall maintain and repair all Public Ways in
accordance with City standards for the maintenance of public ways. The City's said
responsibilities are referred to herein collectively as the "City Maintenance Obligations."
5. Permits and Approvals. Each Party must at all times as long as this Agreement remains
in effect obtain and maintain permits and approvals to the extent required by law for the
exercise of such Party's rights and performance of its obligations hereunder.
Notwithstanding the foregoing, if Developer is prohibited from complying with any of its
obligations hereunder as a result of a City agency, department or official denying any
such required permit or approval, Developer shall not be in default of its obligations
hereunder for failure to fulfill the applicable obligation provided that Developer has
notified City in writing of the inability to perform its obligations.
6. No Agency. Neither Party shall be deemed to be an agent of the other as a result of the
Parties entering into, exercising their rights or performing their obligations under this
Agreement.
7. Good Faith; Diligence. In performing the functions under this Agreement, both Parties
shall act diligently and in good faith and cooperate with each other in all matters relating
3
to the services to be provided by either Party under this Agreement. Both Parties shall
furnish all information in their possession or control that either Party reasonably requests
and that is reasonably necessary in connection with performing duties and services under
this Agreement.
8. No Third-Party Beneficiaries. None of the duties and obligations of Developer and the
City under this Agreement shall in any way be construed as to create any liability for
Developer or the City with respect to third parties who are not parties to this Agreement.
9. Notices. All notices required or permitted hereunder shall be in writing and shall be
deemed duly given if (a) mailed by certified or registered mail, postage and registration
charges prepaid, on the third day after deposit in US Mail; (b) by overnight delivery
service with receipt, on the next business day after deposit with the delivery service; or
( c) by hand delivery on the day of actual receipt, to the parties at the addresses set forth
below or to such other address for a Party as may be specified in a notice so given to the
other Party:
The City:
With a copy to:
Developer:
City of Somerville
Somerville City Hall
93 Highland A venue
Somerville, MA 02143
Attention: Mayor
City of Somerville
Somerville City Hall - Law Department
93 Highland A venue
Somerville, MA 02143
Attention: City Solicitor
JMC/STM/TGCI UNION SQUARE II LLC
100 Grandview Road, Suite 207
Braintree, MA 02184
Attention: Peter Mahoney
10. The recitals set forth above are incorporated in and made a part of this Agreement.
11. This Agreement and the rights and obligations of the Parties hereunder shall be binding
upon and inure to the benefit of the Parties hereto, their respective legal representatives,
and the successors and assigns of the Parties, shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and may not be
modified or amended in any manner other than by a written agreement signed by both
Parties hereto. The easements granted hereunder shall run with the land and inure to the
benefit of and be binding upon the Parties and their successors and assigns. The City
4
shall not assign its rights or obligations under this Agreement without Developer's prior
written consent. Developer may assign its rights and/or obligations in whole or in part to
any affiliate of Developer that assumes, in whole or in part, ownership of the Project or to
any other owner or developer, in whole or in part, of the Project with written consent of
the City, such consent not to be unreasonably withheld; provided, however, that notice
shall be given to the City of, but no consent from the City shall be required for, an
assignment of this Agreement to a purchaser in connection with a sale of the entire
Project to such purchaser.
12. Upon ten (10) business days' prior notice, given in connection with or in anticipation of
the transfer, financing and/or refinancing of any portion of the Private Property and
otherwise no more than once a year, the City shall provide to Developer, Developer's
purchaser or lender, as the case may be, an estoppel certificate stating, to its actual
knowledge: (a) whether the City knows of any defaults under this Agreement, and, if so,
the nature thereof; (b) whether this Agreement has been assigned, modified or amended
in any way and, if so, the nature thereof; and ( c) that this Agreement is in full force and
effect as of the date of the estoppel certificate.
13. No partner, member, shareholder, trustee, beneficiary, director, officer, manager or
employee of Developer, or any partner of such parties, or any affiliate of any Party
hereto, shall have any personal liability under this Agreement. In the event any person
obtains a judgment against Developer in connection with this Agreement, such person's
sole recourse shall be to the estate and interest of such party in and to its property
described herein.
14. If any term or provision of this Agreement or the application thereof to any persons or
circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable shall not be affected thereby,
and each term and provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law.
15. This Agreement may be executed in counterparts, each of which shall be an original and
all of which counterparts taken together shall constitute one and the same agreement.
[Signature page follows]
5
EXECUTED as a sealed instrument this_ day of _______ , 2024.
DEVELOPER:
JMC/STM/TGCI UNION SQUARE II LLC
By f~
Name: Peter Mahoney
Title: Authorized Real Estate Signatory
Commonwealth of Massachusetts
NORFOLK County
)
)
)
SS.
On this / 7.-Tl-1 day of Au Q us r-
, 2024, before me, the undersigned notary
public, personally appeared Peter Mahoney, as Authorized Real Estate Signatory of
JMC/STM/TGCI UNION SQUARE II LLC, proved to me through satisfactory evidence of
identification, which was my personal knowledge, to be the person whose name is signed on the
preceding instrument and acknowledged the foregoing instrument to be his free act and deed and
the free act and deed of JMC/STM/TGCI UNION SQUARE II LLC.
[Additional signature page follows]
6
THE CITY:
THE CITY OF SOMERVILLE
By: ~~~~~~~~~~~~-
Name: Katjana Ballantyne
Title: Mayor
Attest:
Approved as to form:
By: __________
_
Name: Cynthia Amara
Title: City Solicitor
Commonwealth of Massachusetts
MIDDLESEX County
)
)
)
SS.
On this
day of
, 2024, before me, the undersigned notary
public, personally appeared Katjana Ballantyne, Mayor of CITY OF SOMERVILLE, proved to
me through satisfactory evidence of identification, which was a [current driver's license] [a
current U.S. passport] [my personal knowledge], to be the person whose name is signed on the
preceding instrument and acknowledged the foregoing instrument to be her free act and deed and
the free act and deed of CITY OF SOMER VILLE.
Notary Public
My Commission Expires:
7
EXHIBIT A
Private Property Description
(3-5 Hawkins Street and 5 Lake Street)
PARCEL ONE: (Registered Land)
That certain parcel of land situate in Somerville in the County of Middlesex in the Commonwealth of
Massachusetts, bounded and described as follows:
Southwesterly by Lake Street, forty and 12/100 feet;
Northwesterly by lot A being in the line of a way as shown on plan hereinafter mentioned, fifty-
six and 16/100 feet;
Northeasterly
by three and 48/100 feet; and
Northwesterly
by fifty-one and 96/100 feet by said lot A;
Northeasterly
by lands now or formerly of Somerville Savings Bank and Rhoda W. Freeman,
thirty and 34/100 feet; and
Southeasterly
fifty-nine and 18/100 feet;
Northeasterly
six and 70/100 feet; and
Southeasterly
forty-seven and 40/100 feet by land now or formerly of Melville A. Shapiro.
Said parcel is shown as lot Bon said plan (Plan No.19125B).
All of said boundaries are determined by the Court to be located as shown on a subdivision plan, as
approved by the Court, filed in the Land Registration Office, a copy of which is filed in the Registry of
Deeds for the South Registry of Middlesex County in Registration Book 376, Page 17, with Certificate
56278.
There is appurtenant to the above-described land rights in passageway shown on said plan as contained
in Deed document No. 196446.
PARCEL TWO:
The land on Lake and Hawkins Street in Somerville bounded:
Southeasterly
by said Hawkins Street, thirty-one and 50/100 feet (31.50);
Southerly
by said Lake Street, fifty-two (52) feet;
Northwesterly by land now or formerly of Mt. Auburn Realty Company, Inc., thirty-three
(33) feet; and
8
Northerly
PARCEL THREE:
by other land now or formerly of said Mt. Auburn Realty Company, Inc., fifty-one
(51) feet.
The land in Somerville, Middlesex County, Massachusetts, with the building thereon numbered 3 and 5
on Hawkins Street, bounded and described as follows:
Beginning at a point on the westerly side of Hawkins Street, thirty-one and 5/10 (31.5) feet northeasterly
from the intersection of Lake Street and Hawkins Street;
Thence running northeasterly by said Hawkins Street fifty-three and 72/100 (53.72) feet;
Thence turning and running northwesterly by land of owners unknown, sixty-five (65) feet;
Thence turning and running northeasterly by said land five (5) feet;
Thence turning and running easterly by land of owners unknown, fifty-eight and 71/100 (58. 71) feet;
Thence turning and running southerly by land of owners unknown, fifty-nine and 18/100 (59.18) feet;
Thence turning and running easterly by land of owners unknown, seven (7) feet;
Thence turning and running southerly by land of owners unknown, forty-six and 75/100 (46.75) feet;
Thence turning and running westerly by Lake Street, eighty-one (81) feet;
Thence turning and running northeasterly by land conveyed by Mt. Auburn Realty Company, Inc. to Boston
Edison Company by deed recorded with Middlesex South District Deeds in Book 6929, Page 4 thirty-three
(33) feet;
Thence turning and running easterly by land conveyed to said Boston Edison Company as aforesaid, fifty-
one (51) feet, more or less, to the point of beginning.
Containing approximately 10,118 square feet of land.
Less and Excepting from the above-referenced Parcel Three only, the land described in Book 6929, Page
4.
For Developer's title, see deed recorded with the Middlesex South District Registry of Deeds in Book
78154, Page 158 and filed with the Middlesex South Registry District of the Land Court as Document No.
1884920 creating Certificate of Title No. 276652.
9
EXHIBITB
Copy of Sidewalk Easement Plan
[SEE ATTACHED]
10
LOCUS MAP
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LOCUS TinE INFORMATION
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DEED R£FUl(NC(:
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l!U£RENCE:S; t C.C. 191258 6 CHO OF E1001< 4659
ASSESSOR:
MAP 74. EIU'.>CI< B. LOT 17
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SOUA.RE LLC
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MAP 74-B-13
RIGHT Of WAY,
L..C. PL.AN 19125B
.l?PURlEN,+.,t,iT WAY AS
GRAATED IN DEED
RECORDED AS 1 915446
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OWNtRShlPS, AND lit[ Lii($ CS STAWS NfO WATS ARE THOSC Of PU8UC OR
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REGISTRY USE ONLY
CITY'S PEDESTRIAN AREA DESCRIPTION
BECINNING Al
A POINT ON THE NORTHERLY SIDELINE OF'
HAWXINS STREET. AT
THE NORTHEASTERLY CORNEA OF'
THE EASEMENT HEREIN DESCRIBED; THENCE RUNNINC
S 28"48'1)" W
A DIST,+.,t,iCE OF
fl~ . 22 F'EET TO A
PO!NT;THENCE TURNING ANO AUNNING
N 8\"55'2r W
A DISTANCE OF 108.28 f'EET TO A
POINT;THENCE TURNING AND RUNNING
N
2 e·~g·u· E
A DISTANCE OF 3.01 FEET TO A
POINT; THENCE TURNING A.ND RUNNINC
S 151":'15'27" E
A DISTANCE OF 102.93 FEET TO A
POINT; THENCE TURN ING ANO RUNNING
N 28"48'1)" E
A DISTANCE OF B4-.04 FEET TO A
POINT; THENCE TURNING ANO RUNNING
S 151"54'11" E
A DISTANCE OF :'1.00 FEET TO THE
POINT OF BEGINNING.
THE ASDV(
DESCRIBED
EASEMENT
CONTAINS AN
AREA
or 720± s.r.
DEVELOPER'S UCENSE AREA DESCRIPTION
SECINNINC AT A
POINT
ON
THE
NORTHERLY SIDELINE OF'
HA.WKINS STREET. AT THE NORTHWESTERLY CORNER OF' THE
LICENSE AREA HEREIN DESCRIBED: THENCE RUNNINC
S &1·11•47• E
A DISTANCE OF' 7.00 F'E(T TO A POINT:
THENCE TURNING ANO RUNNING
S 28"48'1)" W
A DJST,t.,t,iCE OF' 84.:'13 F'EET TO A
POINT: THENCE TURNING ANO RUNNINC
SOUTHWESTERLY ALONG A CUR'VE TO THE RICHT, HAVING
A RADIUS OF' 8.00 FEET, AN A.RC
LENCTH OF 9.l!i7 FEET, ANO A DELTA
ANGLE OF ti9"16'20· TO A POINT, THENCE
TURNING AND RUNN ING
N 81'55'27" W
A DISTANCE OF 120.43 FEET TO A POINT;
THENCE TURNING ANO RUNNING
N oe•o4'33• E
A DISTANCE OF 7.00 FEET TO A POINT;
THENCE TURNING ANO RUNNING
S 81 "S5'27 " E
A DISTANCE OF' 121. 12 FEET TO A
POINT; THENCE TURNING AND RUNNING
N 28 . .. 15'13" E
A DISTANCE Of B5.22 F'EET TO THE POINT
OF BEGINNINC.
TH( .t.SO'IE DESCRIBED LICENSE AREA CONTAINS AA AAEA
OF' li&.73± s.r.
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NOTES
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L:E::o ::s::::yrr:~~~~:~· p:~ERTY AA( PER
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~~AR~g :,~TE~ ~i.ll~i~1~S, IHC .• THIS Pl.NI WAS
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~~~OEO EASE'4EN'fS ANO/OR AOVERS<: CL.AIMS BY OTHERS AAE NOT
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PROF"ESSIONA.L L. ... ND SUR'<EYOR
DATE
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GM;~s~i~~:s~1NC ,
PRCPARrP e"'
PRaJCcl:
lln..E:
SIDEWALK EASEMENT
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3 HAWKINS STREET
PLAN OF LAND
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SUITE 10 1 8
(MIDDLESEX COUNTY - SOUTH DISTRICD
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MEDFORD. MA
SOMERVILLE, MASSACHUSETTS
. JMC1STM1TGCI UNION SQUARE II LLC
PRo..ccr Ho.
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ASSOCIATES
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EXHIBIT C
Description of City's Pedestrian Easement Area and Developer's License Area
City's Pedestrian Easement Area:
Beginning at a point on the Northerly sideline of Hawkins Street, at the Northeasterly corner of
the easement herein described; thence running
s 28°48' 13 II w
a distance of 85.22 feet to a point; thence turning and running
N 81°55'27" W
a distance of 108.28 feet to a point; thence turning and running
N 28°49'44
11 E
a distance of 3.01 feet to a point; thence turning and running
S 81°55'27
11 E
a distance of 102.93 feet to a point; thence turning and running
N 28°48'13
11 E
a distance of 84.04 feet to a point; thence turning and running
S61°54'll"E
a distance of 5 .00 feet to the Point of Beginning.
The above-described easement contains an area of 720± s.f. and is more particularly shown and
described as "CITY'S PEDESTRIAN EASEMENT AREA" on the Sidewalk Easement Plan
(defined above).
Developer's License Area:
Beginning at a point on the Northerly sideline of Hawkins Street, at the Northwesterly comer of
the license area herein described; thence running
S 61°11 '47" E
a distance of 7.00 feet to a point; thence turning and running
s 28°48' 13 II w
a distance of 84.53 feet to a point; thence turning and running
SOUTHWESTERLY along a curve to the right, having a radius of 8.00 feet, an arc length of
9 .67 feet, and a delta angle of 69°16'20" to a point, thence turning and
runnmg
N 81°55'27
11 W
a distance of 120.43 feet to a point; thence turning and running
N 08°04'33" E
a distance of 7.00 feet to a point; thence turning and running
S 81°55'27
11 E
a distance of 121.12 feet to a point; thence turning and running
12
N 28°48'13" E
a distance of 85 .22 feet to the Point of Beginning.
The above described license area contains an area of 14 73± s.f. and is more particularly shown
and described as "DEVELOPER'S LICENSE AREA" on the Sidewalk Easement Plan (defined
above).
13
EXHIBITD
Insurance Requirements
(a) Worker's Compensation: Statutory coverage including employer's liability with limits
of not less than $500,000 per accident, $500,000 each employee for occupational disease,
$500,000 policy limit for occupational disease.
(b) Automobile Liability: $1,000,000 combined single limit per accident on bodily injury
and property damage covering all owned, leased or hired vehicles used in performing the
scope of work.
(c) Comprehensive General Liability: At least $1,000,000 combined single limit per
occurrence on bodily injury, personal injury and property damage, $2,000,000 aggregate.
The policy shall include contractual liability and broad form property damage coverage.
Grantor shall be named as an additional insured.
( d) Professional Liability: In amounts that are customary and reasonable for the type of
work to be performed, as applicable, as determined in the City's sole reasonable
discretion.
14
EXHIBITE
Certified Vote of the City Council
[SEE ATTACHED]
15