THIRD STREET GARAGE LICENSE AGREEMENT

AGREEMENT made this.3M day of tteVthQ t-2001, by and between the CITY OF FALL
RIVER MASSACHUSETTS, a municipal corporation, created under the Massachusetts General
Laws with principal offices located at One Government Center, Fall River, Massachusetts, 02722,
hereinafter call the LICENSOR, and BUSINESS FOR BETTER PARKING, INC., (BBP, Inc.) a
non-profit Massachusetts business corporation organized under Massachusetts General Laws,
Chapter 180, with principal offices located in the Chamber of Commerce Building, 200 Pocasset
Street, Fall River, Massachusetts, 02722, hereinafter call the LICENSEE.
WHEREAS the LICENSOR and the LICENSEE have previously entered into a LICENSE
AGREEMENT on the 1st day of January 1997 and ending on the 31
st
day of December 2001 for
the parking and ground level parking area as hereinafter described, the LICENSOR and
LICENSEE enter into the following LICENSE AGREEMENT commencing on the 1 st day of
January 2002 and ending the 31
st
day of December 2004, subject to the renewal provisions.
WHEREAS, the LICENSOR is the owner based on a UDAG grant of a certain parcel of land area
situated on Third Street in downtown Fall River, Massachusetts, on one area of which is located a
three-floor parking deck, with the remaining area being a rectangular flat land area, and both areas
suitable forautomobile parking purposes, and
WHEREAS, the LICENSOR had neither the personnel nor the desire to operate either an attendant
parking facility, or a metered parking facility, in downtown Fall River, Massachusetts, and
WHEREAS, the LICENSEE (a Massachusetts non-profit corporation composed of downtown Fall .
River businesses and others) is presently, and has been operating successful and profitable parking
lots in downtown Fall River, Massachusetts, since 1974, and
WHEREAS, the LICENSEE, as a representative group of downtown Fall River, Massachusetts
businesses (and others), has the ability, the expertise and the personnel to institute and to
effectively operate an attendant parking facility for public purposes in downtown Fall River in
order to encourage and support the business in the contiguous area of downtown Fall River
shopping center, and
WHEREAS, the LICENSEE corporation has established, as an objective, that it wants "to provide
lowest possible cost for doWntown off-street parking by a non-profit corporation (composed of
downtown businesses and others) which has successfully provided low-cost, off-street parking in
the downtown since 1974", and
WHEREAS, The LICENSEE has been selected to manage and operate the Third Street parking
garage pursuant to RFP # 02-08.
NOW, THEREFORE, based on the mutual consideration and promises of both parties named
above, it is agreed that:
ARTICLE ONE - AREA BEING LICENSED
The area proposed to be licensed by this Agreement is that rectangular area in downtown Fall
River, Massachusetts, bounded by the former Second Street on the west, Jeremiah Sullivan Drive
(formerly Pleasant Street) on the north, Fourth Street on the east and Borden Street on the south,
with the following areas specifically excluded therefrom:
a.) That portion of the above area presently owned by the First Federal Savings Bank
of America, and
b.) That portion of the above area presently owned by the recent purchasers of the
former Giesow Building.
The licensed area is shown on a plan labeled "Disposition Plan, Central Business District, Fall
River, Mass." and the said Disposition Plan has been recorded at the Bristol County Fall River
Registry of Deeds on January 20, 1977 in Plan Book 64, Page 30.
These areas are further described on the attached "Disposition Plan" as:
Plan #29D 36,892 square feet Parking Deck Area
Plan #37 36,762 square feet Flat Parking Area
ARTICLE lWO - DESCRIPTION OF PARKING FACILITY
Within the licensed area, generally covering the area south of the new First Federal Savings Bank
of America property and running between Second and Third Streets, along Borden Street (and
indicated as parcel 290) above, is located a three-story parking deck approved from the Federal
UDAG funds for erection by HUD for the City ofFal! River, Massachusetts.
This multi-story parking deck is designed to hold approximately three hundred four (304)
automobile parking spaces, and was completed on December 15, 1980.
Within the same licensed area, generally covering the areas between Third and Fourth Streets
along Borden Street (indicated as Parcel #37 above) is designed a ground-level flat space parking
area to contain one hundred and ten (110) automobile parking spaces.
ARTICLE THREE - PLANNING AND ENGINEERING
FOR OPERATION OF PARKING DECK
The LICENSEE has financed (and paid from receipts collected) any and all capital items
necessary to the establishment of a proper tollbooth parking control system.
ARTICLE FOUR - OVERALL OPERATING PLANNING
The LICENSEE will develop in advance of actual operation, an annual budget and a set of
uniform standard operating procedures to be submitted for approval by the LICENSOR on or
before October 15
th
of each year. Among those uniform standard operating procedures to be
considered in such an analysis are hours of operation (day/night), standard rates, merchant
validation rates, insurances (including, but not necessarily limited to, worker's compensation,
liability, etc.) security, safety procedures, etc.
The LICENSOR, the City of Fall River, shall approve or reject the annual budget submitted by the
LICENSEE on or before December 31 st of each year. The failure of the City of Fall River to
approve or reject the annual budget by December 31st of each year shall be considered as approval
of the said annual budget.
The LICENSEE will maintain a separate bank account for all receipts received from this
operation. Separate and distinct checks (no cash payments) will be issued for every expense
incurred, arid together with the invoices received for materials, payrolls, and expenses will be
available for auditing purposes. Annual audited financial statements will be prepared by a local
C.P.A. firm for submission to both the LICENSEE and the LICENSOR on or before March 15
th
of
each year. These annual audited reports will show revenues, payrolls and other costs, together
with a Balance Sheet of the overall parking operation, setting forth the assets, liabilities, and
equity.
The LICENSEE shall make available for audit or review, its books and records at reasonable
times, upon written notice received from the LICENSOR. The LICENSEE shall maintain a
current report and said report shall be sent on a monthly basis to the City Administrator of the City
of Fall River or his successor.
The LICENSEE, based on operating experience, shall annually furnish the LICENSOR with
reliable area use statistics and forecast of future operations.
The LICENSEE, as a non-profit corporation, states that whatever net profit is realized from the
overall parking deck and lot operation will be determined at the end of each calendar year of
operation, based upon the acceptance of the C.P.A annual audit report by the LICENSEE,
directors, and members; and said report on or before March 15
th
of each year for the prior calendar
year shall be presented to the LICENSOR at that time.
The LICENSEE in its operation of this parking facility built with UDAG funds, will keep in mind
the main purpose of this operation is to help in the revitalization of the downtown Fall River
shopping area.
The terms and conditions contained in RFP # 02-08 and the LICENSEE'S proposal submitted in
response to such RFP are hereby incorporated into and made part of this Agreement.
ARTICLE FIVE - NET PROFITS
It behooves the LICENSEE, as a group of downtown Fall River businesses to have .a viable low
cost, off-street parking facility. It is also beneficial to the LICENSOR if the whole downtown Fall
River can be re-established, using low-cost, off-street parking facilities. Both parties have to
consider the nearby competition of the many and various malls in every direction from Fall River
city-center offering no-cost parking.
Therefore, the LICENSEE shall contribute and deposit to a separate savings bank interest-bearing
account to be known and titled as a "CAPITAL IMPROVEMENTS ACCOUNT' in c/o Business
for Better Parking, Inc. (BBP, Inc.) Trustee for the City of Fall River. Both presently city-owned
parking decks, Pearl Street and Third Street UDAGs, agree to jointly deposit into said account
excess revenue from the operation of each parking deck as may be detennined to be available at
the end of each fiscal year of operation by the LICENSEE through an affinnative vote of its Board
of Directors, which a vote shall occur within thirty (30) days after the close of the fiscal year.
When the above "CAPITAL IMPROVEMENTS ACCOUNT" has reached Two Hundred
Thousand ($200,000.00) Dollars, any and all excess deposits will be subject only to the exclusive
right of withdrawal by the LICENSOR. Such excess detennined at conclusion of the
LICENSEE'S calendar year shall be remitted on or before the following March 15
th
to the City
Treasurer of the City of Fall River.
In the event there shall be a revocation or tennination oflicense under the conditions described in
Article Six of this agreement the entire amount of funds including the accrued interest in the
LICENSEE'S CAPITAL IMPROVEMENTS ACCOUNT, shall become immediately payable to
LICENSOR.
ARTICLE SIX - TERMS OF LICENSE
The LICENSOR hereby grants the LICENSEE the exclusive right of operation of the parking deck
and contiguous parking lot operation, in the area set forth in Article One, from the date set forth
above through December 31, 2004, or such further extension date granted, in writing, by the
LICENSOR, and as provided below:
a.) The LICENSOR reserves the right to renew the Agreement as follows: The License
Agreement shall automatically renew for three successive three (3) year periods
unless either the LICENSOR or LICENSEE shall give written notice to the other
party of its election to tenninate this Agreement, provided that such notice to
terminate must be given, as provided in Article Ten, on or before the end of the
second (2nd) year of each successive three (3) year period of operation, provided
further, that if either party desires to renegotiate any of the terms of this Agreement,
notice to renegotiate must be given, as provided in Article Ten, on or before the end
of the twenty-fourth (24th) month (2 years) of each successive three (3) year period
of operation.
b.) The LICENSOR shall have the right to remove the LICENSEE as the licensed
operator, for justifiable cause, during the above terms for failure to perform the
following agreed contractual actions:
1. Failure to pay excess amount over Two Hundred Thousand ($200,000.00)
Dollars in the CAPITAL lMPROVEMENT ACCOUNT as provided in Article
Five.
2. Failure to file annual budget and financial reports as provided in Article Four.
3. Failure to properly maintain and operate the licensed facilities for a period of
ten (10) or more successive working days.
4. Failure to operate the facility in the best interest of the City of Fall River.
5. Fot a material breach of any provision of this License Agreement.
ARTICLE SEVEN - ASSIGNMENT
This License, personal to the LICENSEE, is not assignable by the LICENSEE now, or in the .
future. Since the proper operation of this parking deck and contiguous flat area is of vital
importance to the City of Fall River as LICENSOR, the determination of a successor operator to
the present LICENSEE rests entirely with the LICENSOR.
ARTICLE EIGHT - LIMITATION OF LICENSOR LIABILITY
This License Agreement is made upon the express condition that the LICENSOR shall be free
from all liabilities and claims for damages and/or suits for or by reason of any injury or injuries to
any person or persons or property of any kind whatsoever, whether the person or property of
LICENSEE, its agents or employees, or third persons, from any cause or causes whatsoever, while
in or upon said premises or any part thereof during the term of this agreement or any extension or
renewal thereof or occasioned by any occupancy or use of said premises or any activity carried on
by LICENSEE in connection therewith. LICENSEE hereby covenants and agrees to indemnify
and save harmless the LICENSOR from all liabilities, charges, expenses (including counsel fees)
and costs on account of or by reason of any such injuries growing out of same.
The LICENSEE shaH provide a Liability Insurance Policy in the amount of Five Million
$5,000,000.00) Dollars that shall hold the LICENSOR harmless from all liabilities in connection
with the LICENSEE'S operation of the parking property described in this agreement. Further, the
LICENSEE shall at all times provide comprehensive insurance coverage for fire, theft, accident
and worker's compensation and any other liabilities whatsoever arising out of and in operation of
the licensed property. Copies of said insurance policies shall be filed with the City Auditor of the
City of Fall River.
ARTICLE NINE - LICENSEE ACCEPTANCE OF CONDITIONS OF PREMISES
a.) The LICENSEE shall accept said licensed premises in its existing condition. No
representation, statement or warranty, express or implied has been made by or on behalf of
the LICENSOR as to such condition, or as to the use that may be made of such property.
In no event shall the LICENSOR be liable for any defect in said property or for any
limitation on its use.
b.) The LICENSEE shall at its sole expense, from parking revenues received by BBP, Inc.,
make all repairs and maintenance to said licensed property, including all equipment used in
connection with said licensed property. Said repairs and maintenance shall be made
promptly, as and when necessary. All repairs and replacements shall be in quality and
class at least equal to the original work. The LICENSEE shall maintain the licensed
premises in thorough repair and in good and safe condition, and free from dirt, snow, ice,
rubbish and other obstructions and encumbrances.
The LICENSEE shall list all proposed repair and maintenance costs in their annual budget
that is submitted for the LICENSOR'S approval.
c.) No alterations, additions, or capital improvements to the licensed premises shall be made
by LICENSEE without the written consent of the LICENSOR or its designee having been
previously obtained on each such occasion. Any alteration, addition, or capital
improvement made by the LICENSEE, after such consent shall have been given, and at the
LICENSOR'S option shall become the property of the LICENSOR upon the expiration or
sooner termination of the above License Agreement.
d.) BBP, Inc./LICENSEE may erect a 4' x 8' sign at the entrance booth indicating that parking
deck and lot are partially reserved for pre-paid monthly parkers and that the facility is
operated by BBP, Inc.
ARTICLE TEN - NOTICE TO PARTIES
In the event that written legal notice is to be given, such notice shall be delivered by certified mail,
return receipt requested, to the parties relative to any of the provisions of this Agreement, the
addresses of the principals which are given as follows:
LICENSOR: Mayor of the City ofFall River
One Government Center
Fall River, MA 02722
LICENSEE: President
Business for Better Parking, Inc.
Chamber of Commerce Building
200 Pocasset Street
Fall River, MA 02722
ARTICLE ELEVEN - TERMINA TION
Both parties do hereby agree that this LICENSE AGREEMENT can be terminated in any of the
following ways:
1. End ofTenn (as specified in Article Six).
2. By mutual consent of the parties with prior notice of ninety (90) days in advance.
3. Failure of LICENSEE to perform designated contractual actions as specified in and
of the Articles of this License Agreement.
4. Upon breach, default, abandonment, dissolution, bankruptcy and/or insolvency of
the LICENSEE.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day
and year first above written.
WITNESSES: LICENSOR:
CITY OF FALL RIVER
(A municipal corporation under MA General
Law)
LICENSEE:
BUSINESS FOR BEITER P ARKJNG, INC.,
(A non-profit M.G.L. c. 180 Corporation)
ik-Ilil- ~ .
President, Business fof Better Par 7g)IIlC.
Approved as to Form & Manner ofExecution Only:
PEARL STREET GARAGE LICENSE AGREEMENT
AGREEMENT made this314-day of lJee!,.,Jer 2001, by and between the CITY OF FALL
RIVER, MASSACHUSETTS, a municipal corporation, created under the Massachusetts General
Laws with principal offices located at One Government Center, Fall River, Massachusetts, 02722,
hereinafter call the LICENSOR, and BUSINESS FOR BETTER PARKING, INC., (BBP, Inc.) a
non-profit Massachusetts business corporation organized under Massachusetts General Laws,
Chapter 180, with principal offices located in the Chamber of Commerce Building, 200 Pocasset
Street, Fall River, Massachusetts, 02722, hereinafter call the LICENSEE.
WHEREAS the LICENSOR and the LICENSEE have previously entered into a LICENSE
AGREEMENT on the 1 st day of January 1997 and ending on the 31
st
day of December 2001 for
the parking deck and ground level parking area as hereinafter described, the LICENSOR and
LICENSEE enter into the following LICENSE AGREEMENT commencing on the 1
st
day of
January 2002 and ending the 31st day of December 2004, subject to the renewal provisions. .
WHEREAS, the LICENSOR is the owner based on a UDAG grant of the certain land area situated
in downtown Fall River, Massachusetts and described as Parcel NA34 of the Central Business
District/CARD, on the northeast area of which is located a four-floor parking deck, with the
remaining area being a rectangular flat land area, and both areas suitable for automobile parking
purposes, and
WHEREAS, the LICENSOR had neither the personnel nor the desire to operate either an attendant
parking facility, or a metered parking facility, in downtown Fall River, Massachusetts, and
WHEREAS, the LICENSOR has entered into a lease of the UDAG grant four-floor parking deck
(above) dated July 18, 1985, and recorded at Fall River, Bristol County Registry of Deeds, Book
1585, Pages 39-42, with Aetna Casualty and Surety Co. for a term not to exceed thirty (30) years
to furnish up to four hundred (400) parking spaces daily, Monday through Friday, 6:00 a. m. to
6:00 p.m., based on 1) negotiated rates for Aetna employee parking, and 2) an administrative
discount to Aetna for a single check advance payment on the first day of each month, and
WHEREAS, the LICENSOR was authorized to enter into such lease with Aetna Casualty and
Surety Co. by an Act of the General Court of Massachusetts entitled An Act Authorizing the City
of Fall River to Lease a Certain Parking Facility to Aetna Casualty and Surety Company for a
Term not to Exceed Thirty Years" (Chapter 478 of the Acts of1983), and
WHEREAS, the LICENSEE (a Massachusetts non-profit corporation composed of downtown Fall
River businesses and others) is presently, and has been operating successful and profitable parking
lots in downtown Fall River, Massachusetts, since 1974, and
WHEREAS, the LICENSEE, as a representative group of downtown Fall River, Massachusetts
businesses (and others), has the ability, the expertise and the personnel to institute and to
effectively operate an attendant parking facility for public purposes in downtown Fall River in
order to encourage and support the business in the contiguous area of the downtown Fall River
shopping center, and
WHEREAS, the LICENSEE corporation has established, as an objective, that it wants "to provide
lowest possible cost for downtown off-street parking by a non-profit corporation (composed of
downtown businesses and others) which has successfully provided low-cost, off-street parking in
the downtown since 1974".
WHEREAS, The LICENSEE has been selected to manage and operate the Third Street parking
garage pursuant to RFP # 02-08.
NOW, TIIEREFORE, based on the mutual consideration and promises of both parties name
above, it is agreed that:
ARTICLE ONE - AREA BEING LICENSED
The area proposed to be licensed by this Agreement is that rectangular area in downtown Fall
River, Massachusetts, bounded by Pearl Street on the east, Anawan Street on the north, Milliken
Boulevard on the west and Sprint Street on the south. Also described as Parcel NA34 on the
Central Business DistrictJCARD Plan.
ARTICLE TWO - DESCRIPTION OF PARKING FACILITY
Within the Parcel NAJ4 described above, on the northerly and easterly half of the land has been
constructed a four-deck parking facility paid for by the LICENSOR from the proceeds of an
approved Federal UDAG fund grant.
This four-story parking deck was planned to hold approximately three hundred twenty-five (325)
automobile parking spaces and was completed for final inspection on June 28, 1984 and the title
was given to the City of Fall River on September 13, 1984.
Within the same Parcel NA34, is a ground-level, flat spaced parking area containing
approximately eighty five (85) automobile parking spaces.
ARTICLE THREE - ASSIGNMENT BY LICENSOR
In the above mentioned lease with the Aetna Company, the City of Fall River reserved the right to
assign the operation of the Pearl Street Parking Facility. By this licensing agreement, the
LICENSOR does hereby constitute the LICENSEE as its ASSIGNEE to operate this city-owned
parking facility.
ARTICLE FOUR - OVERALL OPERATING PLANNING
The LICENSEE will develop in advance of actual operation, an annual budget and a set of
uniform standard operating procedures to be submitted for approval by the LICENSOR on or
before October 15
th
of each year. Among those uniform standard operating procedures to be
considered in such an analysis are hours of operation (day/night), standard rates, merchant
validation rates, insurances (including, but not necessarily limited to, worker's compensation,
liability, etc.) security, safety procedures, etc.
The LICENSOR, the City of Fall River, shall approve or reject the annual budget submitted by the
LICENSEE on or before December 31
st
of each year. The failure of the City of Fall River to
approve or reject the annual budget by December 31
st
of each year shall be considered as approval
of the said annual budget. .. '
The LICENSEE will maintain a separate bank account for all receipts received from this
operation, Separate and distinct checks (no cash payments) will be issued for every expense
incurred, and together with the invoices received for materials, payrolls, and expenses will be
available for auditing purposes. Annual audited financial statements will be prepared by a local
c.P.A. firm for submission to both the LICENSEE and the LICENSOR on or before March 15
th
of
each year. These annual audited reports will show revenues, payrolls and other costs, together
with a Balance Sheet of the overall parking operation, setting forth the assets, liabilities, and
equity.
The LICENSEE shall make avaitable for audit or review, its books and records at reasonable
times, upon written notice received from the LfCENSOR. The LICENSEE shall maintain a
current report and said report shall be sent on a monthly basis to the City Administrator of the City
of Fall River or his successor.
The LICENSEE, based on operating experience, shall annually furnish the LICENSOR with
reliable area use statistics and forecast of future operations.
The LICENSEE, as a non-profit corporation, states that whatever net profit is realized from the
overall parking deck and lot operation will be determined at the end of each calendar year of
operation, based upon the acceptance of the C.P.A annual audit report by the LICENSEE,
directors, and members; and said report on or before March 15
th
of each year for the prior calendar
year shall be presented to the LICENSOR at that time.
The LICENSEE agrees, for the benefit of the ' LICENSOR, to negotiate with the Aetna
Companyffravelers Insurance Company as to assigned location for any number of
AetnalTravelers employees, up to a maximum of four hundred (400) spaces for use of the
employees working in the AetnalTravelers building in the central downtown area.
The terms and conditions contained in RFP # 02-08 and the LICENSEE'S proposal submitted in
response to such RFP are hereby incorporated into and made part of this Agreement.
ARTICLE FIVE - NET PROFITS
It behooves the LICENSEE, as a group of downtown Fall River businesses to have a viable low
cost, off-street parking facility. It is also beneficial to the LICENSOR if the whole downtown Fall
River can be re-established, using low-cost, off-street parking facilities. Both parties have to
consider the nearby competition of the many and various malls in every direction from Fall River
city-center offering no-cost parking.
Therefore, the LICENSEE shall contribute and deposit to a separate savings bank interest-bearing
account to be known and titled as a "CAPITAL IMPROVEMENTS ACCOUNT" in clo Business
for Better Parking, Inc. (BBP, Inc.) Trustee for the City of Fall River. Both presently city-owned
parking decks, Pearl Street and Third Street UDAGs, agree to jointly deposit into said account
excess revenue from the operation of each parking deck as may be determined to be available at
the end of each fiscal year of operation by the LICENSEE through an affirmative vote of its Board
of Directors, which a vote shall occur within thirty (30) days after the close of each fiscal year.
When the above "CAPITAL IMPROVEMENTS ACCOUNT" has reached Two Hundred
Thousand ($200,000.00) Dollars, any and all excess deposits will be subject only to the exclusive
right of withdrawal by the LICENSOR. Such excess detennined at conclusion of the
LICENSEE'S calendar year shall be remitted on or before the following March 15
th
to the City
Treasurer of the City of Fall River .
. In the event there shall be a revocation or tennination of license under the conditions described in
Article Six of this agreement the entire amount of funds including the accrued interest in the
LICENSEE'S CAPITAL IMPROVEMENTS ACCOUNT, shall become immediately payable to
LICENSOR.
ARTICLE SIX - TERMS OF LICENSE
The LICENSOR hereby grants the LICENSEE the exclusive right of operation of the parking deck
and contiguous parking lot operation, in the area set forth in Article One, from the date set forth
above through December 31 20Q4, or such further extension date granted, in writing, by the
LICENSOR, and as"provided below:
a.) The LICENSOR reserves the right to renew the Agreement as follows: The License
Agreement shall automatically renew for three successive three (3) year Rriods
either the LICENSOR or LICENSEE shall give written notice to the other
party' of its election to terminate this Agreement, provided that such notice to
tenninate must be given, as provided in Article Ten, on or before the end of the
second 2nd ear f each successive three 3 ear eriod of 0 eration, provided
furt er, that if either party desires to renegotiate any of the tenns of this Agreement,
notice to renegotiate must be given, as provided in Article Ten, on or before the end
of the twenty-fourth (24th) month (2 years) of each successive three (3) year period
of operation.
b.) The LICENSOR shall have the right to remove the LICENSEE as the licensed
operator, for justifiable cause, during the above terms for failure to perform the
following agreed contractual actions:
1. Failure to pay excess amount over Two Hundred Thousand ($200,000.00)
Dollars in the CAPITAL IMPROVEMENT ACCOUNT as provided in Article
Five.
2. Failure to file annual budget and financial reports as provided in Article Four.
3. Failure to properly maintain and operate the licensed facilities for a period of
ten (10) or more successive working days.
4. Failure to operate the facility in the best interest of the City of Fall River.
5. For a material breach of any provision of thi s License Agreement.
ARTICLE SEVEN - ASSIGNMENT
This License, personal to the LICENSEE, is not assignable by the LICENSEE now, or in the
future. Since the proper operation of this parking deck and contiguous flat area is of vital
importance to the City of Fall River as LICENSOR, the determination of a successor operator to
the present LICENSEE rests entirely with the LICENSOR.
ARTICLE EIGHT - LIMITATION OF LICENSOR LIABILITY
This License Agreement is made upon the express condition that the LICENSOR shall be free
from all liabilities and claims for damages and/or suits for or by reason of any injury or injuries to
any person or persons or property of any kind whatsoever, whether the person or property of
LICENSEE, its agents or employees, or third persons, from any cause or causes whatsoever, while
in or upon said premises or any part thereof during the term of this agreement or any extension or
renewal thereof or occasioned by any occupancy or use of said premises or any activity carried on
by LICENSEE in connection therewith. LICENSEE hereby covenants and agrees to indemnify
and save harmless the LICENSOR from all liabilities, charges, expenses (including counsel fees)
and costs on account of or by reason of any such injuries growing out of same.
The LICENSEE shall provide a Liability Insurance Policy in the amount of Five Million
($5,000,000.00) Dollars that shall hold the LICENSOR harmless from all liabilities in connection
with the LICENSEE'S operation of the parking property described in this agreement. Further, the
LICENSEE shall at an times provide comprehensive insurance coverage for fire, theft, accident
and worker's compensation and any other liabilities whatsoever arising out of and in operation of
the licensed property. Copies of said insurance policies shall be filed with the City Auditor of the
City of Fall River.
ARTICLE NINE - LICENSEE ACCEPTANCE OF CONDITIONS OF PREMISES
a.) The LICENSEE shall accept said licensed premises in its existing condition. No
representation, statement or warranty, express or implied has been made by or on behalf of
the LICENSOR as to such condition, or as to the use that may be made of such property.
In no event shall the LICENSOR be liable for any defect in said property or for any
limitation on its use.
b.) The LICENSEE shall at its sole expense, from parking revenues received by BBP, Inc.,
make all repairs and maintenance to said licensed property, including all equipment used in
connection with said licensed property. Said repairs and maintenance shall be made
promptly, as and when necessary. All repairs and replacements shall be in quality and
class at least equal to the original work. The LICENSEE shall maintain the licensed
premises in thorough repair and in good and safe condition, and free from dirt, snow, ice,
rubbish and other obstructions and encumbrances.
The LICENSEE shall list all proposed repair and maintenance costs in their annual budget
that is submitted for the LICENSOR'S approval.
c.) . No alterations, additions, or capital improvements to the licensed premises shall be made
by LICENSEE without the written consent of the LICENSOR or its designee having been
previously obtained on each such occasion. Any alteration, addition, or capital
improvement made by the LICENSEE, after such consent shall have been given, and at the
LICENSOR'S option shall become the property of the LICENSOR upon the expiration or
sooner termination of the above License Agreement.
d.) BBP, Inc.ILICENSEE may erect a 4' x 8' sign at the entrance booth indicating that parking
deck and lot are partially reserved for pre-paid monthly parkers and that the facility is
operated by BBP, Inc.
ARTICLE TEN - NOTICE TO PARTIES
In the event that written legal notice is to be given, such notice shall be delivered by certified mail,
return receipt requested, to the parties relative to any of the provisions of this Agreement, the
addresses of the principals which are given as follows:
LICENSOR: Mayor of the City of Fall River
One Government Center
Fall River, MA 02722
LICENSEE: President
Business for Better Parking, Inc.
Chamber of Commerce Building
200 Pocasset Street
Fall River, MA 02722
ARTICLE ELEVEN - TERMINATION
Both parties do hereby agree that this LICENSE AGREEMENT can be terminated in any of the
following ways:
l. End of Term (as specified in Article Six).
2. By mutual consent ofthe parties with prior notice of ninety (90) days in advance.
3. Failure of LICENSEE to perform designated contractual actions as specified in and
ofthe Articles of this License Agreement.
4. Upon breach, default, abandonment, dissolution, bankruptcy and/or insolvency of
the LICENSEE.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day
and year first above written.
WITNESSES: LICENSOR:
CITY OF FALL RIVER
(A municipal corporation under MA General
Law)
LICENSEE:
BUSINESS FOR BETTER PARKING, INC.,
(A non-profitM.G.L. c. 18zratiOn)
;J/A1L1r-d<-7 ~ .
President, Business for Better Parking, Inc.
Approved as to Form & Manner of Execution Only:
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the Parkina IDe. agree'to continue to maI1I80 the
Street Flat Surface Lot in accordance with the
and tbrou&h 31.2013.
( .

President
For Dotter Parking
December 30,2010
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:: From: Maria R:"poso At' $tau d .....
- "or & Cornppny FaxlD: Stafford
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Please be
Street Garage,
License
youbave to call.
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