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HomeMy WebLinkAbout20250520 198 S Broadway Exterior Modification Easement for Installation of courtyard minisplitsLICENSE AGREEMENT This License Agreement (herein so called) is made and entered into effective as of August 1, 2025 (tine "Effective Date"), by and among DAVID L. OSBORN AND PAMELA C. OSBORN REVOCABLE INTER VIVOS TRUST and DEBORAH A. OSBORN REVOCABLE INTER VIVOS TRUST (collectively, "Lieens©r"), and MARIA HARRISON TRUST ("Licensee"). RECITALS A. Licensor is the owner of the tract of land described on attached Exhibit A and depicted on attached Exhibit B (the "Licensor Tract"). B. Licensee is the owner of the tract of land located adjacent to the southerly boundary line of the Licensor Tract and depicted on attached Exhibit B (the "Licensee Traci"). C. The southerly boundary line of the Licensor Tract and the northerly boundary line of the Licensee Tract are a common boundary line. D. As used in this License Agreement, the term "License Tract" means that portion of the Licensor Tract which generally lies in the e�corner of the Licensor Tract and is outlined in red on attached Exhibit C. QbAlw E. Licensee previously has installed/constructed equipment and improvements on the License Tract without the approval of Licensor. F. A hotel facility is located on the Licensee Tract, and Licensee wishes to use the License Tract and the equipment and improvements thereon as an amenity for the operator and guests of the hotel facility located on the Licensee Tract (the "Permitted Users"). G. Licensor and Licensee have agreed to enter into this License Agreement to set forth the terms and conditions upon which the Permitted Users will be permitted to access and utilize the License Tract and the equipment and improvements thereon as long as this License Agreement remains in effect. AGREEMENTS NOW, THEREFORE, for and in consideration of the premises and of the agreements contained herein, Licensor and Licensee hereby agree as follows: Osborn TrustsManison Trust Page l License Agreement (8114125) 1. License Grant. Subject to compliance with the terms and conditions contained in this License Agreement, Licensor grants Licensee a license to allow use of the License Tract and the equipment and improvements thereon (installed/constructed/placed by Licensee) by the Permitted Users. 2. Equipment and Improvements. Prior to the Effective Date, Licensee has placed/installed certain equipment and improvements on the License Tract without obtaining the consent of Licensor. Licensee has requested Licensor to consent to the installation/placement of four (4) new air conditioning/heating mini -splits on the courtyard portion of the License Tract. As a material inducement to Licensor to enter into this License Agreement, Licensee agrees that Licensee shall have the duty and obligation to maintain, in good operating order and condition, and to repair and replace all equipment and improvements previously placed by Licensee on the License Tract and all equipment and improvements hereafter placed upon the License Tract by Licensee, including, without limitation, the four (4) new air conditioning/heating mini -splits to be installed/placed on the License Tract by Licensee. Following the date of this License Agreement, Licensee shall not have the right to construct, install or place any equipment or improvements upon the License Tract which have not been approved in writing by Licensor. Licensor shall have no obligation to approve any equipment or improvements which Licensee wishes to construct, install or place upon the License Tract. The approval by Licensor of equipment or improvements constructed, installed or placed upon the License Tract by Licensee shall not make Licensor responsible in any way for any duty, obligation or liability arising or resulting from such equipment or improvements, including, without limitation, use of any equipment or improvements constructed, installed or placed upon the License Tract by Licensee or Licensee's principals, trustees, employees, agents, contractors and other representatives. Following the completion of any construction, installation or placement of equipment and improvements upon the License Tract by Licensee or by Licensee's principals, trustees, employees, agents, contractors and other representatives, Licensee shall have the duty and obligation to maintain, repair and replace all such equipment and improvements in good operating order and condition. Within thirty (30) days following the date of termination of this License Agreement, Licensee shall remove all items of equipment and improvements constructed, installed or placed upon the License Tract by Licensee or by Licensee's principals, trustees, employees, agents, contractors and other representatives and repair all damagc to the License Tract arising or resulting from the installation, removal, operation or use of such items of equipment and improvements, including, to the extent necessary, replacing and compacting soil removed from the License Tract by Licensee's principals, trustees, employees, agents, contractors or other representatives and sodding the License Tract with grass and other landscaping similar to the grass and landscaping existing on other land in the general area of the License Tract. All work on the License Tract by Licensee or by Licensee's principals, trustees, employees, agents, contractors and other representatives shall be performed in a good, workmanlike manner and in compliance with the terms and conditions of this License Agreement and all applicable ordinances, codes, rules, regulations, statutes and laws. Neither Licensee nor the Permitted Users shall have the right to enter upon or use any other portion of the Licensor Tract for any purpose other than as specifically set forth in this License Agreement. Osborn Trusts/Harrison `mast License Agreement (8114/25) Page 2 3. Maintenance. As long as this License Agreement remains in effect, Licensee shall be responsible for trash removal and otherwise maintaining the License Tract in good order and condition, including mowing any grass and maintaining any landscaping placed or installed upon the License Tract by Licensee or by Licensee's principals, trustees, employees, agents, contractors and other representatives. 4. Termination. A. If Licensee violates or fails to pay or perform any covenant of Licensee under this License Agreement and fails to cure such violation or failure to perform within fifteen (15) days following the delivery of written notice thereof from Licensor, Licensor shall have the right to terminate this License Agreement by delivering written notice of such termination to Licensee. B. Licensor shall have the right to terminate this License Agreement if either a potential buyer or tenant of the Licensor Tract or a potential lender of a loan to be secured by the Licensor Tract objects to the existence of this License Agreement and requires the termination of this License Agreement as a condition to the closing of a sale or lease of the Licensor Tract or the funding of a loan to be secured by the Licensor Tract. A termination of this License Agreement pursuant to the provisions of this subparagraph B of this paragraph 4 shall be effective on the last day of a calendar month after the delivery of at least thirty (30) calendar days prior written notice to Licensee by Licensor. C. Licensee may elect to terminate this License Agreement at any time following the delivery of a minimum of one hundred eighty (180) calendar days prior written notice to Licensor. D. The termination of this License Agreement shall not terminate or affect any rights of Licensor or Licensee under this License Agreement which were accrued or which accrue on or before the date of termination of this License Agreement which shall survive such termination until paid and/or performed. 5. License Fee. Licensee agrees to pay Licensor an annual license fee of One Hundred and No/100 Dollars ($100.00) per year (the "License Fee") as long as this License Agreement remains in effect. Licensee shall pay the first License Fee to Licensor concurrently with the execution of this License Agreement, and each subsequent payment of the Licensee Fee shall be due and payable on or before each anniversary of the date of this Agreement. If any payment of the License Fee is not paid when due, such payment shall bear interest from the due date thereof to the date of payment from Licensee to Licensor at the lesser of the maximum lawful interest rate applicable thereto or eighteen percent (18%) per annum. 6. Insurance Requirements. A. With respect to the use of the License Tract by Licensee and the Permitted Users, Licensee shall maintain commercial general liability insurance with coverages of at least Osborn Trusts/Harrison Trust License Agreement (8/14/25) Page 3 $5,000,000 (aggregate and each occurrence) for general liability on an occurrence basis naming Licensor as an "additional insured" and containing a waiver of subrogation in favor of Licensor. B. The commercial general liability insurance required of Licensee must be evidenced by a Certificate of Insurance (herein so called). The original Certificate of Insurance must be delivered to Licensor concurrently with the execution of this License Agreement, and a new Certificate of Insurance must be delivered to Licensor no later than thirty (30) days prior to expiration of the policy evidenced by the current Certificate of Insurance. Copies of any applicable endorsements must be attached to the Certificate of Insurance delivered by Licensee to Licensor. 7. Indemnity. As a material inducement to Licensor to enter into this License Agreement and to all use of the License Tract as contemplated herein, Licensee hereby agrees that Licensee will indemnify and hold Licensor harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, costs and expenses (including, without limitation, attorneys' fees and disbursements) arising or resulting from the use of the License Tract by Licensee or by the Permitted Users, including, without limitation, personal injury, death and property damage. Liability under the foregoing indemnity expressly is not limited to the insurance described in paragraph 6. 8. Assi2nment. Licensor may assign this License Agreement only to a subsequent owner of the Licensor Tract. Licensee may assign this License Agreement only to a subsequent owner of the Licensee Tract. No assignment of this License Agreement shall be effective until the assignee provides the non -assigning party with a written instrument of assignment in which the assignee agrees to be bound by this License Agreement and to perform the duties and obligations of the assigning party under this License Agreement. 9. No Estate in Land. This License Agreement expressly does not create any estate in Licensee with respect to the License Tract. 10. Recordation. After the execution of this License Agreement, this License Agreement shall be recorded by Licensor in the Real Property Records of Saratoga County, New York, and Licensor promptly shall provide Licensee with a copy of the recorded counterpart of this License Agreement. Upon the termination of this License Agreement, Licensor and Licensor agree to execute and record a release of this License Agreement in the Real Property Records of Saratoga County, New York. 11. Strict Compliance. No waiver by either party hereto or custom or course of dealing shall prohibit or prevent either party hereto at any time from insisting on strict compliance by the other party hereto with each and all of the termns and conditions contained in this License Agreement. 12. Survival. All of the duties, obligations and agreements of Licensor and Licensee under this License Agreement shall survive the termination of this License Agreement until paid and performed. Osborn Trusts/Harrison Trust License Agreement (8/14/25) Page 4 13. Attorneys' Fees. A. Licensee agrees to pay or reimburse Licensor for all attorneys' fees paid or incurred by Licensor in connection with the preparation of this License Agreement. B. In any litigation involving the enforcement or interpretation of this License Agreement, the non -prevailing party shall pay all of the reasonable attorneys' fees and disbursements of the prevailing party. 14. Amendments. This License Agreement may be supplemented or amended only by a written instrument executed by both Licensor and Licensee. 15. Multiple Counterparts/Electronic Execution. This License Agreement may be executed in multiple counterparts, all of which shall constitute one and the same agreement. It is expressly understood and agreed by all parties hereto that executed counterparts of this License Agreement transmitted by e-mail, facsimile or other electronic means shall be effective as originals. 16. Corn lete Agreement. This License Agreement sets forth the agreement between Licensor and Licensee Agreement and supersedes and replaces agreements and understandings. with respect to the subject matter of thi s 17. Binding Effect. Except as otherwise provided herein, this License Agreement is binding upon and inures to the benefit of Licensor and Licensee and their respective successors and assigns. [REMAINDER OF PAGE TNTENTIONALLY LEFT BLANK] Osborn Trusts/ifarrison Trust License Agreement (8/14/25) Page 5 EXECUTED by Licensor and Licensee as of the Effective Date. LICENSOR: DEBORAH A. OSBORN REVOCABLE INTER VtVOS TRUST, a California trust By: Deborah A. Osborn rustee By David L. Osborn Attorney -in -Fact ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Y't Yl On Auoj4 , 2_�2025, before me, David L. Osborn, Attorney -in -Fact for Deborah A. Osborn; trustee of the Deborah A. Osborn Revocable Inter Vivos Trust, personally appeared who proved to me on the basis of satisfactory evidence to be the person(Arwhosc narn4s)( 'arc su cribed to the within instrument and acknowledged to me that he he/they executed the same in is er/their authorized capacity(iy�), and that by &1 her/their signature(4 on the instrument the person(, or the entity upon behalf of which the persono acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature(Seal) Osborn Trusts/Harrison Trust License Agreement (8114/25) h 5't.cF rH JONATHAN EMANUEL QUEVEDO a s Notary Public - California a Marin County >_ v CcM.711551on i 2gb256ii My Comm. F--ptres Sep 9, 2027 Page 7 EXECUTED by Licensor and Licensee as of the Effective Date. LICENSOR: DAVID L. OSBORN AND PAMELA C. OSBORN REVOCABLE INTER VIVOS TRUST, a California trust By , David L. Osborn Trustee ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Aafi 0 § fk On AU , 2025, before me, David L. Osborn, Trustee of the David L. Osborn and Pamela e O o' m Revocable Inter Vivos Trust, personally appeared who proved to me on the basis of satisfactory evidence to be the person�whosen ame(are subscribed �h�icr/their within instrument and acknowledged to me that a he/the executed the wane in authorized capacity(ips), and that by a�i lher/their signature(9T on the instrument the person, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Sign, Osborn Trusts/Harrison Trust License Agreement (8/14/25) yam. c r JONATHAN EMANUEL QUEVEDO _s. Notary Public - California Marin County CorrlrMIS5i0n ; 2462568 4 Foa�. My Comm. Expires Sep 4, 2027 Page 6 EXECUTED by Licensor and Licensee as of the Effective Date. LICENSEE: MARIA HARRISON TRUST, a New York trust BY Maria Harrison Trustee ACKNOWLEDGMENT STATE OF NEW YORK § COUNTY OF On the Nofliin the year 2©25, before me, the undersigned notary, personal y appson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to the that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. ! l TONI JEAN DILORENZO NOTARY -PUBLIC STATE OF NEW YORK No. 01 D16346525 QUALIFIED IN WARREN MY COMMISSION IXP 08/15f2028 -b-m%204s=loge1i --q-v7.dw Osborn Trusts/Rardson Trust License Agreement(8/14/25) $age & A EXMRIT A Licensor Tract Description ALL THAT TRACT, PIECE OR PARCEL OF LAND, situate in the City of Saratoga Springs, County of Saratoga, State ofNew York lying along the easterly side of Broadway -US Rou(e 9 and westerly side of Circular Alley and being further bounded and described as follows: Beginning at the point of intersection of the east line of Broadway with a common division line of lands now or formerly of Dominick Nardelli and 'Theresa Nardelli as conveyed in Book 1408 of Deeds at page 199 to the south and lands of Saratoga Enterprises, A Partnership by deed dated October 19, 1984 and recorded in Rook 1068 of Deeds at page 247 to the north, said point located marked a 1.8 foot square, 3 foot high marble pillar located along said east line; Thence from said point of beginning along said east line in a general northerly direction North 19 degrees 14' 30" East, 120.00 feet to the point of intersection of said east line with the common division line of lands now or formerly of Edwards D. Eamerade as conveyed in Book 923 of deeds at page 279, to the north and said lands of Saratoga Enterprises, a Partnership to the south; Thence along said common division line South 70 degrees 45' 30" East,150.00 feet to a point in the west line of Circular Alley; Thence along said west line South 19 degrees 14' 30" West, 120.00 feet to the point of intersection of said west line with as common division line of said lands of Saratoga Enterprises, A Partnership to the north and lands of Home Run Associates, A New York State Partnership as conveyed by deed dated October 27,1994 and recorded on November 3, 1994 in Book 1398 of Deeds at page 59 to the south; Thence continuing along said west line of Circular Alley South 19 degrees 14' 30" West, 50.00 feet to the point of intersection of said west line with the common division line of said lands of Home Run Associates, a New York State Partnership to the north and lands now or formerly of Dominick Nardelli and Theresa Nardelli as conveyed in Book 1408 of Deeds at page 199 to the south; Thence along said common division line in general westerly and northerly direction to the following two (2) courses and distances: 1) North 70 degrees 45' 10" West 100.00 feet to a Point; 2) North 19 degrees 14' 30" East, 50.00 feet to a point being the northwest corner of lands conveyed to Home Run Associates, aNew York State Partnership in Book 1398 of Deeds at page 599; Thence along the common division line of said lands of Saratoga Enterprises, a Partnership to the north and said lands of Dominick Nardelli and Theresa Nardelli to the south North 70 degrees 45' 30" _ West, 50.00 feet to the point or place of beginning. TOGETHER WITH an easement in common with others for vehicular and pedestrian ingress and egress appurtenant to the land described above as set forth in Reciprocal Easement Agreement dated October 27, 1994 between Saratoga Enterprises, Home Run Associates and Dominick J. Nardelli and Theresa L. Nardelli recorded in the Saratoga County Clerk's Office on December 5,1994 in Book No. 1401 of Deeds at page 226. Osborn Trusts/Harrison Trust License Agreement Exhibit A EXHIBIT B Licensor Tract/Licensee Tract Depiction M � _ L POBtf af' 6EEaM9Nu �m wsnewac .b t a sotmws a ar TME na�rreratr &ROADW Y — U_! ROUTE 9 •.� rea xxe aQx _ Pnri rc xrrs r OF wArJ T (ALSO KNOWM AS SOUTH BROADWAY AND U.S. & N.Y.S. ROUTE 9) _ Oe .2.FT, OR052a-+ ACRES 4RAPFeC SGA� ' t iwat - xo r._ Osborn Trusts/Harrison Trust License Agreement m _ �� �w1 nywnrv! Os led APls�IWr A R� wacNe kt�r Lh 97 o°i0xr � se�"emo �• me.- v>w. r..w nam�..,c mm h to �,trcr x„l ur a swa m,a we Y bme! we mudv h � M� 40t1 SF AKW'ad iar Kr RW1d nYs Newp PaW ..l4XAer� mltl oIMb6 a ALr� ed R4'PS mltla Wtl�� Nay s n.rdroxKc} Nat XaXI� yfaG.9, 4 i.x to «a Ix d rb. awwe «.. � icy i�F'�+• 7,iV A rmotrrr r xeicsn� Exhibit B EXHIBIT C License Tract A O II ANT aF EA5ZWNr f— of FEl£R - — Z% CIRCULAR ALL Y v � �" P (14' WVE — Mm &LEV) wus 519'14:i0"W �unOQ"` w 170. OD' ,`.: •a rmao' '"r 0 0 o hh � g ❑ .�aw"� ,ca..anx rem... ^� w naa+�r w� •der mFr FARWNG rN vm EA3E7flTIF !€ e Lq y a 1 M� 4< g5hp X. o� N(9'14'30� SQOD' F � N7i145'!4"W n � & N MR14730"E POWF IF HEGWNWc_r� rama+rE rm r s snlFAulE A of rxe rrri[ Aa•ror Q ~ " BROAD WAY — U. S. 'ROUTE 9 r a • @ (Bs' WD6 s.aW - PUM= RWWr OF WAY) (ALSO KXOYAN AS SOUTH &ROADWAY AND US. & N.Y,S. ROUTE 9) .uzu ro � mr>sffR.r rwc x artnnAR srta¢r _ Osborn Trusts/Harrison Trust License Agreement Exhibit G