License Agreement-City of Somerville (TAB Building) — File 23-1199

1 4881-8215-4097, v. 3 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“License Agreement”) entered into as of the ____ day of August, 2023 (“Effective Date”), by and between TRUSTEES OF TUFTS COLLEGE (“Licensor”), having a mailing address of Government and Community Relations, Tufts University, 14 Capen Street, Medford, MA 02155 (Attn: Rocco DiRico), and CITY OF SOMERVILLE (“Licensee”), having a mailing address of [_____________] [Licensee: Please provide.]. WITNESSETH: Licensor and Licensee have begun discussions concerning a proposed lease (the “Proposed Lease”) for certain premises located at 169 Holland Avenue in Somerville, Massachusetts (the “Building”). While Licensor and Licensee have not reached agreement concerning all of the material terms and conditions of the Proposed Lease, Licensor has agreed to grant Licensee a license to gain access to the premises to be demised under the Proposed Lease, subject to and in accordance with the provisions of this License Agreement. Accordingly, for good and valuable consideration, the receipt, sufficiency and delivery of which are acknowledged, Licensor and Licensee hereby agree as follows: 1. Licensed Area and License Fee. A. The “Licensed Area” shall be defined as 39,502 rentable square feet of space consisting of (i) a portion of the second (2nd) floor and (ii) the entire third (3rd) floor of the Building, all as shown on Exhibit A attached hereto. B. The “License Fee” shall be $105,338.67 per month, subject to appropriation. Licensee shall pay to Licensor for the use of the Licensed Area, in lawful money of the United States, (i) the License Fee in equal monthly installments, on the first day of each month during the Term (as defined below) beginning on the License Commencement Date and on the first day of each calendar month thereafter, and (ii) all other amounts payable under this License Agreement at the times and in the manner set forth herein. Amounts payable for any partial month shall be payable on a pro rata basis. 2. Term. The term of this License Agreement (the “Term”) shall commence on the Effective Date (“License Commencement Date”) and shall expire on the earlier of (i) the date on which the Proposed Lease is executed and delivered by both Licensor and Licensee, and (ii) August 31, 2023. 3. Condition of Licensed Area. The Licensed Area, along with the furniture existing in the Licensed Area as of the License Commencement Date (the “Existing Furniture”), are being delivered, and Licensee agrees to accept the Licensed Area and the Existing Furniture, in their “as is,” “where is” and “with all faults” condition as of the License Commencement Date. Licensor does not have any obligation to perform any work or otherwise prepare the Licensed Area for Licensee’s use and occupancy.

2 4881-8215-4097, v. 3 4. Alterations. Licensee shall not make or cause to be made any alterations, installations, improvements, additions or other physical changes (collectively, “Alterations”) in or about the Licensed Area without Licensor’s prior written consent in each instance. Notwithstanding the foregoing, the prior consent of Licensor shall not be required for (X) Licensee’s installation of its telecommunications system and data/computer network, together with the wiring and cabling related thereto, provided that such work is coordinated with Licensor or (Y) decorative Alterations (such as painting, wall coverings and carpeting) so long as such decorative Alterations are non-structural and do not affect the Building systems and are in compliance with all applicable Requirements (as hereinafter defined). Licensee shall provide Licensor with notice prior to undertaking any of the foregoing work. 5. No Liability. Licensor shall have no liability or responsibility to Licensee, and Licensee shall have no claim against Licensor, for any damage or loss incurred by Licensee with respect to property located in the Licensed Area, except to the extent such damage or loss is caused by Licensor’s negligence, gross negligence or willful misconduct (subject, however, to the provisions of Section 11.D hereof). 6. Repairs. Licensee shall, at Licensee’s sole cost and expense, maintain and take good care of the Licensed Area, including the equipment, fixtures and appurtenances therein, and make all repairs and replacements thereto as and when needed to preserve them in at least the condition which existed on the License Commencement Date, normal wear and tear excepted. 7. Use. Licensee may use the Licensed Area for general office purposes and for no other purpose. 8. Access and Security. A. So long as Licensee shall comply with Licensor’s reasonable security program for the Building, Licensee shall have access to the Licensed Area twenty-four (24) hours per day, seven (7) days per week, 365 days per year, during the Term of this License Agreement, except in the event of an emergency or force majeure; provided, however, Licensor reserves the right to lock all entrances to the Building at such times, other than the standard Building hours, as Licensor may deem advisable, and Licensee may use the key fob access system of the Building during such times. B. Licensee agrees that, in all events, Licensee is responsible for providing security to, and installing locks and security systems serving, the Licensed Area and Licensee’s personnel and Licensor shall have no obligations or liabilities, of any kind, in connection therewith. Licensee may elect to install an access-controlled security system in the Licensed Area; provided that any such system shall be compatible with any Building security control system or Licensee shall provide Licensor with master keys, access cards and codes and all other necessary means of access to all locks and security systems for and with respect to the Licensed Area. Notwithstanding the foregoing, in no event shall Licensor have any liability or obligation to Licensee arising from any claims for loss, injury or damage to

3 4881-8215-4097, v. 3 persons or property in connection therewith, excepting only to the extent caused by the negligence, gross negligence or willful misconduct of Licensor. C. Licensor and Licensor’s agents shall have the right, from time to time throughout the Term, to enter any portion of the Licensed Area at all reasonable times (and at any time in case of emergency) to examine the same, and to make such repairs, alterations, improvements or additions as Licensor may deem necessary. 9. Requirements of Law. Licensee, at Licensee’s sole cost and expense, shall comply with all present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes and executive orders, extraordinary as well as ordinary, of all governmental authorities now existing or hereafter created, and of any and all of their departments and bureaus, and of any applicable fire rating bureau, or other body exercising similar functions applicable to the use and/or occupancy of the Licensed Area (collectively, “Requirements”). 10. Parking. A. During the Term, Licensee shall contract for a total of eighty (80) parking spaces (each, a “Licensee Parking Space”) in the parking areas designated for tenants, invitees and other occupants of the Building (the “Parking Area”) and Licensee will be issued a like number of access cards or QR codes therefor which will enable the holder thereof to gain access to the Parking Area at all times, in addition to a like number of identification or parking hang tags (each, a “Parking Hang Tag”), all subject to payment of the applicable rates. The current rate (the “Parking Rate”) for each Licensee Parking Space is $38.00 per month, which rate is subject to change from time to time. Licensee shall pay to Licensor the Parking Rate for each Licensee Parking Space (i.e., $38.00 for each of the eighty (80) Licensee Parking Spaces per month, for a total of $3,040.00 per month) in the same manner and at the same time as the License Fee. Licensor’s failure or inability to provide any such parking spaces, whether because of casualty, eminent domain, or for any other reason beyond Licensor’s control, shall not constitute a breach of any of Licensor’s obligations under this License Agreement and shall in no event entitle Licensee to terminate this License Agreement or to any compensation, damages or other claim against Licensor. No overnight parking is allowed in the Parking Area, and in no event shall Licensee or any holder of a Parking Hang Tag provided hereunder park in any parking space marked “Tufts Technology and Operations Staff Parking Only.” Notwithstanding anything to the contrary contained herein, Licensor may prohibit parking in the Parking Area at any time due to adverse weather. B. The Parking Area will be operated on a self-parking basis and no specific parking spaces will be reserved for use exclusively by Licensee. Licensor reserves the right at any time and from time to time to reserve one or more parking spaces for use by a single tenant or other occupant or to change the operation of the Parking Area from a self-parking system to a valet parking system and vice versa.

4 4881-8215-4097, v. 3 C. Licensor reserves the right from time to time to enter into a management agreement or lease with an entity for the Parking Area (“Operator”). In such event, Licensee, upon request of Licensor, shall enter into a parking agreement with the Operator and pay the Operator the Parking Rate for each Licensee Parking Space, and Licensor shall have no liability for claims arising through acts or omissions of the Operator. D. Licensee and its employees shall observe reasonable safety precautions in the use of the Parking Area and shall at all times abide by all rules and regulations promulgated by Licensor governing the use thereof, including the requirement that a Parking Hang Tag shall be displayed at all times in the windshield of all cars parked in the Parking Area. Any car not displaying a Parking Hang Tag, if so required, may be towed away or booted at the car owner’s expense. Licensee shall provide Licensor with information of each individual to whom Licensee distributes a Parking Hang Tag. E. Notwithstanding the foregoing, in the event that all or any portion of the Parking Area is (a) totally or partially damaged or destroyed rendering the Parking Area totally or partially inaccessible or unusable; or (b) taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose, this License Agreement shall continue in force but Licensor shall be relieved of its obligations to provide parking to Licensee under this Section 10. F. Licensor does not assume any responsibility for, and shall not be held liable for, any damage or loss to any automobiles parked in the Parking Area or to any personal property located therein, or for any injury sustained by any person in or about the Parking Area, excepting only to the extent caused by the grossly negligent acts of Licensor, or its agents or employees. 11. Services. A. Licensor shall make available heating, ventilation and air conditioning (“HVAC”) service consistent with the level of service currently provided by Licensor in the Building, as required by applicable Requirements. B. Licensee shall have the right to use the lights and electrical outlets presently existing in the Licensed Area. C. Licensee shall, at Licensee’s sole cost and expense, be solely responsible for performing all janitorial and trash services and other cleaning of the Licensed Area, in a manner reasonably satisfactory to Licensor. During the Term, Licensee shall have the right to use the common dumpster serving the Building for the disposal of ordinary office waste from the Licensed Area. D. Except as expressly set forth in this Section 11, Licensor shall have no obligation to supply any other services to the Licensed Area. Licensor shall not be liable in any way to Licensee for any failure, defect or interruption of, or change in the supply, character and/or quantity of, electric service furnished to the Licensed

5 4881-8215-4097, v. 3 Area for any reason except to the extent caused by the gross negligence or willful misconduct of Licensor. E. Licensee shall not place any signs, placards, or the like on the Building or in the Licensed Area that will be visible from outside of the Licensed Area (including without limitation both interior and exterior surfaces of the windows). 12. Indemnity. A. Subject to applicable law, licensee hereby agrees to be fully liable and responsible for and, to the extent permitted by law, to indemnify, defend, and hold the Licensor and its trustees, officers, employees, and agents harmless from any and all liability, loss, damages, (including consequential damages), costs, or expenses, including reasonable attorneys’ fees, arising from any use of the Licensed Area or the Building by any of Licensee's agents, employees, or invitees, any other act, omission, negligence or intentional misconduct of Licensee, its agents, its employees, or its invitees, or by any person in or upon the Building or the Licensed Area with Licensee's consent (other than Licensor and its agents and employees) or from any violation of the provisions of this License Agreement or applicable Requirement by any such person, including, without limitation, any illness, death or injury suffered by any agent, employee or invitee of Licensee. Licensee further agrees to pay any taxes, fees or fines which are imposed on the Licensor in connection with any use of the Licensed Area by Licensee and its employees and agents. This provision shall survive the expiration or termination of this License Agreement. B. Licensee agrees that Licensor shall not be responsible or liable to Licensee, or to those claiming by, through, or under Licensee, for any loss or damage resulting to Licensee or those claiming by, through, or under Licensee, or its or their property, that may be occasioned by or through the acts or omissions of persons occupying any part of the Building, or for any loss or damage from the breaking, bursting, crossing, stopping, or leaking of electric cables and wires, and water, gas, sewer, or steam pipes, or like matters. To the extent permitted by law, Licensor and Licensee each waives on behalf of itself and its insurer all rights to assert claims for any losses, damages, liabilities, and expenses, including but not limited to attorney’s fees, against the other party, its subsidiaries and affiliates, and their respective directors, officers, managers, tenants and employees, for damages to the extent proceeds realized from policies of insurance maintained by either party are applied to such party’s losses, damages, liabilities, and expenses. Nothing contained in this Section 12.B shall be deemed to modify or otherwise affect any releases elsewhere contained in this License Agreement. 13. Assignment/Occupancy. Licensee shall not assign or transfer Licensee’s rights or delegate Licensee’s duties under this License Agreement (whether by operation of law, transfer of interest in Licensee or otherwise) or permit the Licensed Area or any part thereof to be occupied or used by any other person or entity. Any assignment or transfer contrary to the provisions of this Section 13 shall be void.

6 4881-8215-4097, v. 3 14. Casualty and Condemnation. If the Licensed Area or any other portion of the Building (other than a de minimis portion) is damaged by fire or other casualty or is taken by eminent domain, Licensor shall have the option, within 30 days of the occurrence of such event, to terminate this License Agreement by giving Licensee a notice of such termination. If Licensor elects to terminate this License Agreement as aforesaid, this License Agreement shall expire upon the 10th day after such notice is given and Licensee shall vacate the Licensed Area and surrender same to Licensor in the condition required by Section 17. If Licensor does not exercise Licensor’s option to terminate this License Agreement as aforesaid, Licensor shall promptly repair and restore the Licensed Area to substantially the condition which existed on the License Commencement Date, to the extent the same may be feasible, but Licensor shall have no obligation to expend more than the amount of insurance proceeds or condemnation awards actually received by it, or to repair or restore any of Licensee’s alterations, improvements, fixtures, equipment and personal property located in the Licensed Area. 15. Default. Each of the following events shall be an “Event of Default” under this License Agreement: (i) if Licensee shall fail to pay any charges payable under this License Agreement when due, or (ii) if Licensee shall fail to comply with any of Licensee’s other obligations under this License Agreement and such non-compliance continues for more than 10 days after notice by Licensor to Licensee of such non-compliance, or if such non-compliance is of such a nature that it can be remedied but cannot be completely remedied within 10 days, Licensee fails to commence to remedy such non-compliance within 10 days after such notice, or, with respect to any such non- compliance, Licensee, having commenced such remedy within 10 days after such notice, fails to diligently prosecute to completion all steps necessary to remedy such non-compliance and in any event to remedy such non-compliance within 30 days after such notice. Upon the occurrence of one or more Events of Default, in addition to any and all other rights or remedies provided in this License Agreement or which Licensor may have at law, in equity, or otherwise, Licensor may elect to terminate this License Agreement upon notice to Licensee, and upon the giving of such notice this License Agreement shall terminate, and Licensee shall immediately quit and surrender the Licensed Area as required hereby. 16. License and Not a Lease. This License Agreement is not to be construed as in any way granting to Licensee any interest in the Licensed Area. This License Agreement merely grants to Licensee a license to enter upon and use the Licensed Area in accordance with the terms hereof and shall not be deemed to grant to Licensee a leasehold or other real property interest in the Licensed Area. 17. End of Term. Upon the expiration or earlier termination of the Term, if the Term has expired on a date other than the date on which the Proposed Lease is executed and delivered by both Licensor and Licensee, then Licensee shall, at Licensee’s sole cost and expense, remove (i) the Existing Furniture and (ii) all of Licensee’s equipment and personal property from the Licensed Area and repair all damage caused by such removal, and quit and surrender to Licensor the Licensed Area vacant, broom-clean and in good order, condition and repair (and at least the order and condition as shall have existed on the License Commencement Date), ordinary wear and tear and damage by casualty only excepted. Time is of the essence thereof. If Licensee shall fail to deliver vacant possession of the Licensed Area in the manner required hereunder on or prior to the expiration or earlier termination of the Term, such failure shall not be deemed to extend the Term and Licensee shall be considered to be a tenant-at-sufferance. In such event,

7 4881-8215-4097, v. 3 Licensee shall pay to Licensor upon demand therefor, for each month or portion thereof during which Licensee retains possession of the Licensed Area after such expiration or earlier termination, an amount equal to $5,000.00 per day. In addition, Licensee shall additionally be responsible to Licensor for all damages (including, without limitation, loss of rent) which Licensor suffers by reason thereof. The provisions of this Section 17 shall not be deemed to limit or constitute a waiver of any other rights or remedies provided herein or otherwise available to Licensor at law or in equity. Any property of Licensee which Licensee is required to remove and fails to remove from in and about the Building upon the expiration or earlier termination of the Term hereof and which Licensee continues to fail to remove for more than 5 days after notice thereof from Licensor, shall be considered abandoned by Licensee and shall become the Licensor’s exclusive property or may be disposed of by Licensor, at the Licensor’s option and at the Licensee’s cost, without any liability to or recourse by Licensee (or anyone claiming by, through or under Licensee). Licensee shall additionally indemnify and hold Licensor harmless from and against all losses, liability, costs and expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees and disbursements and all claims by any succeeding licensee or tenant against Licensor) resulting from or arising out of Licensee’s failure to comply with the provisions of this Section 17. The provisions of this Section 17 shall survive the expiration or earlier termination of the Term. 18. Limitation of Liability. Licensee shall neither assert nor seek to enforce any claim for breach of this License Agreement against any of Licensor’s assets other than Licensor’s interest in the Building, and Licensee agrees to look solely to such interest for the satisfaction of any liability of Licensor under this License Agreement, it being specifically agreed that neither Licensor, nor any successor holder of Licensor’s interest hereunder, nor any beneficiary of any trust of which any person from time to time holding Licensor’s interest is trustee, nor any such trustee, nor any member, manager, partner, director or stockholder nor Licensor’s managing agent shall ever be personally liable for any such liability. In no event and under no circumstances shall Licensor be liable to Licensee for consequential damages. 19. Bills and Notices. All bills, statements, consents, notices, demands, requests or other communications given or required to be given under this License Agreement shall be in writing and shall be deemed sufficiently given or rendered only if sent by hand (with receipt of delivery), by a nationally recognized overnight courier (with receipt of delivery) or by registered or certified mail (return receipt requested) addressed to the parties at their respective addresses set forth above (in the case of notices to Licensor with copies to Office of University Counsel, Ballou Hall, Tufts University, Medford, MA 02155). Any such bill, statement, consent, notice, demand, request or other communication shall be deemed to have been rendered or given on the date when it is hand delivered or on the date of delivery as indicated by the receipt in the case of overnight delivery or by the return receipt in the case of mailing, or on the date delivery is first attempted and is refused or cannot be made because of a change in address for which no notice was given. 20. Brokers. Each of Licensee and Licensor represents and warrants to the other that it has not dealt with any broker or other person in connection with this License Agreement. Each of Licensor and Licensee shall indemnify and hold the other harmless from and against any and all claims for commission, fee, reimbursement for expenses, or other compensation by any broker or person who claims to have dealt with either party in connection with this License

8 4881-8215-4097, v. 3 Agreement and for any and all costs incurred by Licensor in connection with such claims, including, without limitation, reasonable attorneys’ fees and disbursements. This Section 20 shall survive the expiration or earlier termination of the Term. 21. Subordination. This License Agreement is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which the Licensed Area is a part, and to all renewals, modifications, consolidations, replacements and extensions of such leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be required. 22. Rules and Regulations. Licensee shall comply with such rules and regulations as Licensor or Licensor’s agents may from time to time adopt. 23. No Representations. Licensee acknowledges that Licensor has made no warranties, representations, statements or promises with respect to (i) compliance of the Licensed Area with applicable Requirements, or (ii) the suitability of the Licensed Area for any particular use or purpose. 24. Miscellaneous. (a) This License Agreement may be executed in duplicate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. (b) This License Agreement contains the entire agreement between the parties with respect to the Licensed Area and all prior negotiations and agreements are merged into this License Agreement. This License Agreement may not be modified or amended, nor any of its provisions waived, except by a written instrument executed by the party against whom enforcement of the modification, amendment or waiver is sought. (c) The submission of this document for examination and negotiation does not constitute an offer to license, or a reservation or option. This License Agreement shall not be binding upon Licensor or Licensee unless and until Licensor shall have delivered a fully executed counterpart of this License Agreement to Licensee. (d) If any term or provision of this License Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this License 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 License Agreement shall be valid and be enforced to the fullest extent permitted by law. The paragraph headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this License Agreement. (e) Failure on the part of either party to complain of any action or non-action on the part of the other, no matter how long the same may continue, shall never be deemed to be a waiver of any of its rights hereunder. Further, no waiver at any time of any of the provisions

9 4881-8215-4097, v. 3 hereof shall be construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of Licensor to or of any action by Licensee requiring the Licensor’s consent or approval shall not be deemed to waive or render unnecessary the Licensor’s consent or approval to or of any subsequent similar act by Licensee. Any consent required of Licensor in any provision of this License Agreement may be withheld by Licensor in its sole discretion unless the provision requiring such consent specifically states that Licensor shall not withhold such consent unreasonably. No payment by Licensee, or acceptance by Licensor, of a lesser amount than shall be due from Licensee to Licensor shall be treated otherwise than as a payment on account (and any endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect). [Signature Page Follows]

10 4881-8215-4097, v. 3 WITNESS the execution hereof as of the day and year first above written. LICENSOR: TRUSTEES OF TUFTS COLLEGE By: Name: Its: LICENSEE: CITY OF SOMERVILLE By: Name: Its: Hereunto duly authorized Approved as to form: _________________________ Name: Its:

Exhibit A EXHIBIT A LICENSED AREA