The URL can be used to link to this page

Home My WebLink About2022-03-30 SB Packet - Released SELECT BOARD MEETING Wednesday, Maich 30, 2022 Conducted by Remote Pai-ricipation* 6:00 P M AGENDA ITEMS FOR INDIVIDUAL CONSIDERATION 1. Approve and Sign Agreements for Moderate Income Housing and Golden Avenue 6:OOpm Buffer Restrictive Covenants - Waterstone and Bridges at Lexington 2. 2022 Annual Town Meeting& Special Town Meetings 2022-1/2022-2 Article 6:OSpm Dis cus sion/P o sitions ADJOURN l. Anticipated Adjournment 7:OOpm *AnAct Extending Certain COVID-19 Measures: https://www.mass.gov/service-details/updated- guidance-on-holding-meetings-pursuant-to-the-act-extending-certain-covid-l9-measures Me�nbers of the public can view the meeting webinar f�om their computer or tablet by clicking on the following link at the time of the meeting: http s://us 06web.zo om.us/j/843 89232745?pwd=Vm9 U aU 8zMF J p dn V HM V V 2c 3lL N U F J Zz09 iPhone one-tap: +19294362866„84389232745# or+13017158592„84389232745# Telephone:+1 929 436 2866 or+1 301 715 8592 or+l 3 12 626 6799 or+1 669 900 6833 or+1 253 215 8782 or+1 346 248 7799 Webinar ID: 843 8923 2745 Passcode:229046 The next regularly scheduled meeting of the Select Board will be held prior to Town Meeting on Monday,Apri14, 2022 at 6:OOpm via remote participation. Hear�ing Assistance Devices Available on Request "� � �� All agenda time and the order of items a�appioximate and ,j�% .suhje�t to�h�ge. Recorded by LexMedia AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve and Sign Agreements for Moderate Incoine Housing and Golden Avenue Buffer Restrictive Covenants - Waterstone and Bridges at Le�ngton PRESENTER: ITEM NUMBER: Liz Rust, Regional Housing Services Office I.1 SUMMARY Attached please find the Moderate Incoine Housmg Agreements for the Bridges and Waterstone projects as well as the Restrictive Covenant for Golden Avenue. These documents were required as part of the PSDUP MOA for this project and have been reviewed by the pertinent departments and Town Counsel and are ready for the Select Board's consideration and approvaL SUGGESTED MOTION: Move to approve the Moderate Income Housing Agreement between the Town of Lexington and Lexington Senior Housing Owner LLC for 53 & 55 Watertown Street(Waterstone). Move to approve the Moderate Income Housing Agreeinent between the Town of Lexington and Lexington Senior Housing Owner LLC for 56 Watertown Street(Bridges). Move to approve the Restrictive Covenantbetween Town of Lexington and Lexington Senior Housing Owner LLC to establish a vegetated buffer area in the vicinity of Golden Avenue. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 3/30/2022 6:OOpm ATTACHMENTS: Description Type � l��rd��;��s 1�fia��G�manne 1[sd�;<nciu��,��llc�uu nrdg;Ag;n��:ceu�°rnb Q"�oicr IV➢�;br�ra L� 1�✓at��rst��uY�l'+��arcl��aua^IPma;z,nm�II Ile��a��Euro�,hg��m��u�1. ��av�r IV9�rmc� L� �Zc,s�n�n�kic�a:�"a��rc:cn�mi (ff.,�cN�u�,hv�;xbuu� �Tavc�IW�c;una ❑ Q��:VrrQ'ribC� 6rc;rn�t�,v�ll,vc;P'rLuc,Q�¢afui�ol�:rc��zQpllax�u QB�ur„{�i.uplV➢du�s,u��q➢ DECLARATION OF MODERATE INCOME HOUSING RESTRICTION (Property Address: 56 Watertown Street, Lexington, Massachusetts) Lexington Senior Housing Owner LLC, a Delaware limited liability company with a principal place of business at 2310 Washington Street,Newton Lower Falls,Massachusetts 02462, its successors and assigns (the"Declarant") hereby makes the following described Declaration of Moderate Income Housing Restriction on Declarant's interest in and to an approximately 4.4-acre parcel of land,together with all the buildings and improvements now or hereafter situated thereon, located at 56 Watertown Street, Lexington, Massachusetts, as described in more detail in Exhibit A attached hereto ("Premises"), in favar of the Town of Lexington, Massachusetts ("Lexington" or the "Municipality"), a municipal corporation acting by and through its Select Board(the"Select Board"),having a usual place ofbusiness at the Lexington Town Office at 1625 Massachusetts Avenue, Lexington, MA 02420. WHEREAS,the Municipality,acting by and through its Select Board,and ND Acquisitions LLC, a Massachusetts limited liability company and an affiliate of the Declarant (the "Developer"), entered into a Memorandum of Understanding dated as of November 5, 2018, as amended by that certain First Amendment to Memorandum of Understanding (the "First Amendment")dated as ofNovember 14,2018(as so amended,the"MOU"),notice ofwhich MOU is recorded with Middlesex South District Registry of Deeds(the"Registry")in Book 74434,Page 270,in connection with,among other things,the development and use of the Premises as a memory care assisted living residence(the"Project"), which Project shall contain 48 memary care assisted living residential dwellings (the"Units"). WHEREAS, Section III of the MOU, as amended by Section l.d of the First Amendment, requires the Developer to cause two (2) of the Units in the Project to be available for rent to residents who earn between 100% and 150% of the Median Income (as defined below), at rental rates as hereinafter provided (as such Units may hereafter be identified from time to time, the "Moderate Income Units"). NOW, THEREFORE, in consideration of the agreements and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree and covenant that the terms of this Moderate Tncome Housing Restriction (hereinafter referred to as the "Restriction"), authorized by M.G.L. c. 184, §§31-33 and otherwise by law, are as follows: 1. Pur�ose. The purpose of this Restriction is to assure that the Moderate Income Units will be maintained and made available to Eligible Tenants (as defined in Paragraph 9 below) in accordance with the MOU. 2. Prohibited Uses. This Restriction shall prohibit the use of the Moderate Income Units, when constructed on the Premises, for any use except residential use by persons who qualify as Eligible Tenants, subject to and in accordance with the terms set forth herein. 3. Monitorin�gent. Declarant has engaged the Municipality, at the Declarant's expense, as a monitoring agent(the"Monitorin�A e�nt") to ensure that the Declarant is abiding by its obligations relative to the Moderate Income Units pursuant to the MOU. Declarant has, at the Declarant's expense, entered into a monitoring agreement with the Monitoring Agent("Monitorin�A�reement"), which Monitoring Agreement has been approved by the Municipality, and shall obtain the Monitoring Agent's approval of a tenant selection plan for the Moderate Income Units (which approval shall not be unreasonably withheld, conditioned or delayed). The specific scope of the Monitoring Agent's roles and responsibilities with respect to the Project are more particularly set forth in the Monitoring Agreeinent 4. SCOpe. The Declarant intends, declares and covenants, on behalf of itself and its successors and assigns, that the covenants and restrictions set forth in this Restriction regulating and restricting the use and occupancy of the Premises (i) shall be and are covenants running with the Premises, encumbering the Premises in perpetuity, binding upon the Declarant's successors in title and all subsequent owners of the Premises, (ii) are not merely personal covenants of the Declarant, and(iii) shall bind the Declarant and its successors and assigns (and the benefits shall inure to the Municipality and to any present or prospective tenants of the Moderate Income Units); provided,however,that the Declarant and each successive owner of all or any portion of the Project shall be liable only for the obligations accruing during the period of their respective ownership of the Project. 5. Duration Not Limited. This perpetual Restriction is intended to be construed as an affordable housing restriction as de�'ined in Section 31 of Chapter 184 of the Massachusetts General Laws which has the benefit of Section 32 of said Chapter 184, such that the restrictions contained herein shall not be limited in duration by any rule or operation of law. The Declarant hereby agrees that any and all requirements of the laws of the Commonwealth of Massachusetts to be satisfied in order for this Restriction to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in full and that any requirements of privity of estate are intended to be satisfied, or in the alternative,that an equitable servitude has been created to ensure that this Restriction runs with the land. 6. Subsequent Convevances. Each and every contract, deed or other instrument hereafter executed conveying the Premises or portion thereof shall expressly provide that such conveyance is subject to this Restriction, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Premises or portion thereof provides that such conveyance is subject to this Restriction. 7. Moderate Income Units. For so long as the Premises are used for the Project, the Moderate Income Units shall be provided as follows: (a) Two (2) of the Units shall at all times be provided as Moderate lncome Units. In the event of any change in the designation of any Moderate Income Unit within the Project, any such newly designated Moderate Income Unit shall be 2 generally similar in size and nature to the previously designated Moderate Income Unit it replaces. (b) The initial Moderate Income Units are identified on Exhibit B hereto. (c) If,after initial occupancy,the income of a tenant of a Moderate Income Unit increases and, as a result of such increase, exceeds the maximum income permitted hereunder for such a tenant, such unit shall be deemed an Excess Income Unit(as defined herein) and the provisions of Section 9(d)below shall apply, mutatis mutandis. (d) No entry fee shall be charged for the Moderate Income Units. (e) The construction of the Project shall meet all applicable codes,regulations, statutes and zoning bylaws of the Municipality and all applicable codes, regulations and statutes of the Commonwealth of Massachusetts. The Moderate Income Units shall be distributed amongst the Units within the Project. 8. Tenant Selection. (a) Nondiscrimination. The Declarant shall not discriminate on the basis of race, creed, color, sex, age, handicap, marital status, sexual preference, national origin, familial status, genetic information, ancestry, children, receipt of public assistance, or any other basis prohibited by law in the lease,use and occupancy of the Proj ect or in connection with the employment or application far employment of persons for the operation and management of the Proj ect. The Declarant shall not discriminate against,or refuse to lease, rent or otherwise make available units in the Project to a holder of a federal or state rental certificate or voucher. The parties acknowledge that the building in which the Project is located is a non-smoking facility and that smokers may accordingly be excluded as residents, visitors, or otherwise. (b) Selection Policies for the Moderate Income Units. The Declarant shall adopt and submit to Municipality for approval resident selection policies and criteria for the Moderate Income Units acceptable to Municipality that provide for (i) the selection of residents from a written waiting list in the chronological order of their application and, insofar as practicable, piovided that followuig initial lease-up, current residents of the market rate Units shall, to the extent such residents qualify as Eligible Tenants,be given preference for the next available Moderate Income Units, and (ii)the prompt written notification to any rejected applicant of the grounds for any rejection. The selection process to be made according to chronological order of application, as aforesaid, shall be fair and open and shall not impede equal housing opportunity for any applicants. An Eligible Tenant for a Moderate Income Unit is subject to a health assessment by the Declarant to ensure that the Declarant can meet the health needs of the Eligible Tenant, provided that such health assessments shall be no more 3 stringent than the requirements imposedby the Massachusetts Executive Office of Elder Affairs. If the Declarant determines,using the same criteria as applied to market rate Units, that an Eligible Tenant applying for a Moderate Income Unit does not require the services of the Declarant or requires more services than the Declarant provides,the Eligible Tenant will not be offered a Moderate Income Unit. The Declarant shall also provide the Municipality with a tenant selection plan for the Moderate Income Units reasonably acceptable to the Municipality (the "Tenant Selection Plan"). The approved Tenant Selection Plan and the approved resident selection policies and criteria shall be adhered to in every material respect. 9. Income and Rent/Fee Restrictions for the Moderate Income Units. (a) During the term of this Restriction, both of the Moderate Income Units in the Project(i.e., two (2)Units) shall be leased exclusively to an Eligible Tenant, subject to the provisions of Section 8.B above. An"Eli�ible Tenant"is an individual or two or more persons who will live regularly in the Moderate Income Unit as their primary residence and who are related by blood, marriage, or operation of law or who have otherwise evidenced a stable inter-dependent relationship,and whose annual gross income is between 100% and 150% of the Median Income, as de�ned below (the "Moderate Income Tier") and who requires the services of the Declarant. (b) An Eligible Tenant's annual gross income shall be the anticipated total income from all sources received by the individual, including all net income derived from assets for the 12-month period following the effective date of certification of income. Annual income specifically includes and excludes certain types of income as set forth in, and shall be determuied in accordance with, 24 C.F.R. § 5.609 (or any successor regulations). (c) As used herein, the term "Median Income" shall mean the most current Boston-Cambridge-Newton, MA-NH Metropolitan Statistical Area inedian income as determined by the U.S. Department of Housing and Urban Development ("HUD"). (d) Any Moderate Income Unit occupied by an Eligible Tenant at the commencement of occupancy shall be deemed a Moderate Tncome Unit so long as (i) such Unit continues to be rent restricted and (ii) the tenant's income does not exceed 140% of the highest Median Tncome within the Moderate Tncome Tier. Tf the tenant's income exceeds 140% of such Median Income as aforesaid at the time of annual recertification determination (as set forth below), his/her Unit (the "Excess Income Tenant Unit") shall be deemed a Moderate income Unit until Declarant shall rent to an Eligible Tenant the next available Unit which is not a Moderate Income Unit and which is otherwise substantially similar to the Excess Income Tenant Unit, at which point the first tenant will be required to pay the then-current monthly market fee charged for rent and services for the Excess Income Tenant Unit. 4 10. Income Certifications and Reportin� for the Moderate Income Units. The Declarant represents, warrants and covenants that the detennination of whether an individual occupying a Moderate Income Unit meets the income requirements set forth herein shall be made by Declarant at the time of leasing of the Moderate Income Units in the Project and thereafter at least annually on the basis of the current income of such individual. Declarant shall maintain as part of its Project records copies of allleases of the Moderate Income Units in the Project and all initial and annual incoine certifications by tenants of the Moderate Income Units in the Project. Within ninety (90) days after the end of each calendar year of occupancy of any portion of the Project, the Declarant shall provide to the Municipality annual reports consisting of certifications regarding the annual and monthly gross income of each individual occupying a Moderate Income Unit at the Project. With respect to individuals who moved to a Moderate Income Unit at the Proj ect in the prior year,the annual report shall also include certification of such individuals at the time of theu initial occupancy at the Project. The annual reports shall be in a form reasonably approved by the Municipality and the Monitoring Agent and shall contain such supporting documentation as the Municipality and the Monitoring Agent shall reasonably require. In addition to the foregoing,Declarant shall keep such additional records with respect to the Moderate Income Units and prepare and submit to Municipality and the Monitoring Agent such additional reports with respect to the Moderate Income Units as Municipality and the Monitoring Agent may reasonably deem necessary to ensure compliance with the requirements of this Restriction. The annual reports sha11 initially be in the form of Exhibit C attached hereto. 11. Maximum Monthlv Rents for the Moderate Income Units. The maximum monthly fees charged for rent and services for each of the Moderate Income Units in the Project (the "Maximum Monthly Rents") shall be reasonably determined by Declarant by calculating the then- current monthly market fees charged for rent and services for comparable Units and services in the Project, and by discounting such monthly market fees by tl�irty-three percent (33%). The Declarant shall provide tenants forty-five (45) days' notice prior to any change in the Maxiumum Monthly Rents. The Declarant shall provide the Municipality with the Project's then-current rent roll on an annual basis together with the annual report to allow the Municipaliry to confirm that the Maximum Monthly Rents are being calculated in accordance with this Section. 12. Lease Form for the Moderate Income Units. The Declarant's lease form for a Moderate Income Unit in the Project shall follow the standard lease form for market rate Units in the Project, except that the lease form for Moderate Income Units shall (a) contain an annual recertification requirement, and(b) contain a provision stating that if the tenant does not requalify for the moderate housing program, then Declarant shall have the right to terminate the lease upon t�iirty (30) days' notice if the tenant is unwilling to pay the then-current monthly market fees charged for rent and services for comparable Units and services in the Project. 13. Transfer Restriction. Except for the rental of (i) Moderate Income Units in accordance with the terms of this Restriction and(ii)Units other than the Moderate Income Units, the Declarant will not sell,transfer,lease,or exchange the Proj ect or any portion thereof or interest therein (collectively, a "Sale") or (except as permitted under subsection (d) below) mortgage the 5 Property without the prior written consent of the Municipality(such consent not to be unreasonably withheld, conditioned or delayed). (a) A request for consent to a Sale sha11 include: - A signed letter stating that the transferee will assume in full the Declarant's obligations and duties under this Restriction arising following such transfer; - The name of the proposed transferee and any other entity controlled by or controlling or under common control with the transferee, and names of any affordable or moderate housing developments in the Commonwealth owned by such entities. (b) Consent to the proposed Sale shall be deemed to be given unless the Municipality notifies the Declarant within(30) thirty days after receipt of the request that either: - The package as described in clause (a) above requesting consent is incoinplete, or - The proposed transferee (or any entity controlled by or controlling or under common control with the proposed transferee)has a documented history of serious or repeated failures to abide by agreements of affordable housing funding or regulatory agencies of the Cominonwealth or the federal government or is cunently in violation of any agreements with such agencies beyond the time permitted to cure the violation, or - The Project is not being operated in compliance with the moderate income requirements of this Agreement at the time of the proposed Sale. (c) The Developer shall provide the Municipality with thirty(30) days' prior written notice of the following: (i) any change, substitution or withdrawal of any general partner, manager, or agent of Declarant; or (ii) the conveyance, assignment,transfer, or relinquishment of a majority of the Beneficial Interests (herein defined) in Developer (except for such a conveyance, assignment, transfer or relinquishment among holders of Beneficial Interests as of the date of this Restriction). (iii) the sale, mortgage, conveyance, transfer, ground lease, or exchange of Declarant's interest in the Project or any part of the Project. (iv) in the case of any transfer other than a transfer of Beneficial Interests (as hereinafter defined), a copy of the assumption agreement signed by the 6 transferee assuming Declarant's obligations under the Restriction. For purposes hereof, the term `Beneficial Interest" shall mean: (i) with respect to a partnership, any limited partnership interests or other rights to receive income, losses, or a return on equity contributions made to such partnership; (ii) with respect to a limited liability company, any interests as a member of such company or other rights to receive income, losses, or a return on equity contributions made to such company; or (iii) with respect to a company or corporation, any interests as an officer,board member or stockholder of such company or corporation to receive income, ]osses, or a return on equity contributions made to such company or corporation. (d) Notwithstanding the above, consent under this Section 13 shall not be required with respect to the grant by the Declarant of any mortgage or other security interest in ar with respect to the Project to a state or national bank, state or federal savings and loan association, cooperative bank, mortgage company, trust company, insurance company or other institutionallender made a�t no greater than the prevailing rate of interest or any exercise by any such mortgagee of any of its rights and remedies (including without limitation, by foreclosure or by taking title to the Proj ect by deed in lieu of foreclosure), subj ect,however to the provisions of Section 14 hereof. For the avoidance of doubt, consent under this Section 13 shall also not be required of a purchaser acquiring the property at foreclosure of any such mortgage. (e) Any sale or transfer of title to the Project by any such mortgagee subsequent to the exercising of any of its rights and rememdies referenced in subsection (d) above shall be subject to the requirements of subsections (a) and(b) above. Declarant hereby agrees that it shall provide copies of any and all written notices received by Declarant from a mortgagee exercising or threatening to exercise its foreclosure rights under the mortgage. 14. Lender Foreclosure. The rights and restrictions contained in this Restriciton shall not lapse if the Project is acquired through foreclosure ar deed in lieu of foreclosure or similar action or a sale subsequent to foreclosure or deed in lieu of foreclosure or similar action, and the provisions hereof shall continue to run with and bind the Proj ect. 15. No Demolition. The Declarant shall not demolish any material part of the Project ar substantially subtract from any material real or personal property of the Project unless required by law and provided that after such action the ratio of Moderate Income Units to total number of remaining Units in the Project is in conformity with the MOU in conjunction with renovation or rehabilitation of the Project or construction of a new project on the Premises, in either case subject to the prior written consent of the Municipality,which consent shall not be unreasonably withheld, conditioned or delayed. However, in no event shall such renovation, rehabilitation or new construction contaui less than two (2)Moderate Income Units. The Declarant shall not permit the use of any Moderate Income Unit for any purpose other than rental housing. 16. Casualty. The Declarant represents,warrants and agrees that if the Project, or any material part thereof, shall be damaged or destroyed,the Declarant will use its best efforts to repair 7 and restore the Project to substantially the same condition as existed prior to the event causing such damage or destruction, subject to the approval of the lender(s)which has provided financing for the Project. The Declarant shall maintain the same ratio of Moderate Income Units to total number of remaining Units in the Project as required by the MOU, but in no event less than two (2) Moderate Income Units. The Declarant represents, warrants and agrees that the Moderate Income Units shall thereafter continue to operate in accordance with the terms of this Restriction. 17. Ins�ection. Any use of the Moderate Income Units or activity thereon which is inconsistent with the purpose of this Restriction is expressly prohibited. Declarant hereby grants to Municipality,the Monitoring Agent and its duly authorized representatives the right to enter the Premises upon reasonable advance written notice to Declarant at reasonable times and in a reasonable manner for the purpose of inspecting the Premises to determine compliance with this Restriction and all applicable laws, rules, regulations. The Municipaliry shall notify Declarant in writing of any alleged non-compliance by Declarant of this Restriction, specifying in reasonable detail the nature of such alleged noncompliance and the requested cure. Declarant shall thereafter have thu-ty (30) days from the date of its receipt of the notice to cure the alleged noncompliance, or, in the case of a default which cannot with due diligence be cured within thirty(30) days, such additional time as may be reasonably necessary to permit the same to be cured with all due diligence provided Declarant has commenced to cure such noncompliance within thirty(30) days and shall thereafter use commercially reasonable efforts to complete such cure. If Declarant fails to use commercially reasonable efforts or does not cause the alleged noncompliance to be cured, then the Municipality may take, but shall have no obligation to take, reasonable and appropriate action under the circumstances to cure any such violation and Declarant shall pay the Municipality the cost thereof within ten (10) days of invoice. Any mortgagee(s) of Declarant of which the Municipality has notice shall receive reasonable notice and opportunity to cure within thirty (30) days from and after the expiration of the time period allowed Declarant hereunder; urovided, however,as to any breach or default by Declarant the cure of which requires possession and control of the Project, and provided that any such mortgagee undertakes,by written notice to Municipality within thirty (30) days after receipt of notice of default, to obtain possession and control of the Project with due diligence and thereafter exercise reasonable efforts to cure or cause to be cured by a receiver (or other agent or contractor) such breach or default with due diligence, such mortgagee's cure period shall continue for such additional time as such mortgagee may reasonably require to prosecute such cure to its completion (not to exceed an additional ninety (90) days following the date on which mortgagee obtains possession and control of the Project or the appointment of a receiver, as applicable),before such remedies are exercised. 18. Enforcement. Provided that the applicable notice and cure rights in Section 17 have expired, the Municipality may enforce this Restriction by appropriate legal proceedings and to obtain injunctive and other equitable relief against any violations, including without limitation relief requiring restoration of the Moderate Income Units to their condition prior to any such violation, and shall be in addition to, and not in limitation of, any other rights and remedies available to the Municipality. Declarant covenants and agrees to reimburse Municipality for all reasonable costs and expenses (including without limitation reasonable counsel and consultant fees) incurred in enforcing this Restriction or in talcing reasonable measures to cure any violation 8 hereof by Declarant, in each case in the event of a default by Declarant that continues beyond applicable notice and cure periods. By its acceptance of this Restriction, Municipality does not undertake any liability or obligation relating to the condition of the Premises. 19. No Waiver. Any election by the Municipality as to the manner and timing of its right to enforce this Restriction, or otherwise exercise its rights hereunder, shall not be deemed or construed to be a waiver of such rights. 20. Further Assurances. The Declarant and its successors and assigns agrees to execute any notices or instruments appropriate to assuring the enforceability of this Restriction upon the Municipality's reasonable request. The bene�'its of this Restriction shall be in gross and shall be assignable by the Municipality. The Declarant and the Municipality intend that the restrictions arising hereunder take effect upon the date hereof, and to the extent enforceabiliry by any person ever depends upon the approval of governmental officials, such approval when given shall relate back to the date hereof regardless of the date of actual approval or the date of filing or recording of any instrument evidencing such approval_ 21. Estoppel. Upon request by the Declarant, the Municipality shall within thirty(30) days execute and deliver to the Declarant any document, including an estoppel certificate, which certifies the Declarant's compliance with any obligation ofthe Declarant contained herein. Failure by the Municipality to respond such request within said thirty (30) day period shall be deemed a certification of compliance and a waiver by the Municipality of any claims hereunder. 22. Recordation. Declarant shall record this Restriction executed by Declarant and the Board of Selectmen of the Muilicipality with the Registry, and provide a certified copy thereof to the Municipality. 23. Representations. Declarant does hereby declare, represent, covenant and warrant as follows: (a) Declarant(i)is a limited liability company duly organized under the laws of the State of Delaware and is qualified to transact business under the laws of the Commonwealth of Massachusetts, (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted, and (iii) has the full legal right, power and authority to execute and deliver this Restriction. (b) The execution of this Restriction and the performance of the obligations hereunder by Declarant(i)to the best of Declarant's knowledge,will not violate or, as applicable, has not violated any provision of law, rule or regulation, or any order of any court or other agency or governmental body, and (ii) will not violate or, as applicable, has not violated any provision of any indenture, agreement, mortgage, mortgage note, or other instrument to which the Declarant is a party or by which it or the Project is bound, and (iii) will not 9 result in the creation or imposition of any prohibited encumbrance of any nature. (c) Declarant wi11, at the time of the delivery and recordation of this Restriction, have good and marketable title to the Premises free and clear of any lien or encumbrance which would prevent use of the Premises for the Project or which would prevent the execution and recording of this Restriction. (d) To the best of Declarant's knowledge, there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or threatened against or affecting it, or any of its properties or rights,which,if adversely determined,would materially impair its right to carry on business substantially as now conducted (and as now contemplated by this Restriction), 24. Governin� Law. This Rest�iction shall be governed by the laws of the Commonwealth of Massachusetts. 25. Successors and Assigns. This Restriction shall also be and is for the benefit of the Municipality, its successors and assigns. 26. Restriction Perpetual. This Restriction shall run with the Premises in perpetuity from the date of recordation in the Registry and shall be binding upon Declarant, Declarant's successors and assigns in interest in the Premises,and any other party having an ownership interest in said Premises or claiming to have an interest with respect to said Premises as tenants, invitees, licenses or otherwise, and all of the respective heirs, successors, grantees, mortgagees, assigns, agents, contractors, subcontractors and employees of the foregoing and is not merely a personal restriction of Declarant. This Restriction is hereby intended and declared to be a Restriction in perpetuity held by a governmental body as defined in and with the benefit of M.G.L. c. 184, § 32 and no re-recordation of this Restriction under G.L. c. 184, §§23-30 or any other law shall ever be necessary in order to maintain the full legal effect and authority thereof and Declarant and its successors and assigns, hereby waive all their legal right to and shall forego any action in law or equity of any kind whatsoever attempting to contest the validity of any provision of this Restriction and shall not, in any enforcement action, raise the invalidity of any provision of this Restriction. Declarant hereby agrees that any and all requirements of the laws of the Commonwealth of Massachusetts required to be satisfied in order for the provision of this Restriction to constitute a Restriction running with the land shall be deemed to be satis�'ied in full and that any requirements of privity of estate are also deemed to be satisfied in full. 27. Notice. Any notice,request or other communication which either party hereto may be required ar may desire to give hereunder shall be made in writing, and shall be deemed to have been properly given if hand delivered or if deposited for overnight delivery with a nationally recognized overnight courier service(such as UPS,FedEx or DHL),postage prepaid,to the parties at their respective addresses set forth below or such other address as the party to be served with notice may have furnished in writing to the party seelcing or desiring to serve notice as a place for 10 the service of notice. A notice delivered by hand shall be deemed given upon receipt, and a notice deposited for overnight delivery as aforesaid shall be deemed given when delivered to addressee. If to Declarant: Lexington Senior Housing Owner LLC c/o National Development 2310 Washington Street Newton Lower Falls, MA 02462 Attn: Ted Tye with a copy to: Epoch Senior Living 51 Sawyer Road Suite 500 Waltham, MA 02453 If to Municipality: Town Manager Lexington Town Office 1625 Massachusetts Avenue Lexington, MA 02420 28. Modification or Amendment. This Restriction shall not be modified, amended, changed, terminated or waived without the consent of the Declarant (or Declarant's successor in interest in the Premises) and the consent of the Municipality. The Declarant as well as the Municipality may enforce and, if necessary, extend this Restriction in accordance with applicable law. Declarant agrees for itself, and its heirs, successors and assigns to execute and record such notices of restriction as are required to extend this Restriction in perpetuity in accordance with applicable law. The Municipality is hereby declared to be a benefited party to and a holder of this Restriction and the Declarant hereby appoints the Municipality as its attorney-in-fact to execute, acknowledge, deliver and record any such notice or instrument on its and/or their behalf which may at any time be necessary for the specific and limited purpose of maintaining this Restriction in effect in perpetuity. Without limiting the forgoing, the Declarant and its successors and assigns agree to execute any such notices and instruments upon request of the Municipality. 29. Enforceabilitv. If any court or other tribunal of competent jurisdiction determines that any clause, part, or provision of this Restriction is invalid or unenforceable, such provision shall be deemed to have been modified automatically to conform to the requirements for validity and enforceability as determined by such court or tribunal. In the event the provision invalidated is of such a nature that it cannot be so modified, the provision shall be deemed deleted from this instrument as though it had never been included herein. In either case, the remaining provisions of this instrument sha11 remain in full force and effect. 11 30. Mort�a�ee Consent and Subordination. To the extent that there are any mortgages or other liens encumbering the Premises and recorded with the Registry prior to the date and time of the recording with the Registry of this Restriction,Declarant represents and warrants that it has obtained the consent of such existing mortgagees and lienholders of the Project to the execution of this Restriction and to the terms and conditions hereof, and that all such mortgagees and lienholders have executed a consent to this Restriction. 31. Documentar.�ps. No documentary stamps are required as this Restriction is not being purchased by the Municipality. [Remainder ofpage left intentionally blank Signatures follow.] 12 Executed under seal as of this day of March, 2022. DECLARANT: LEXINGTON SENIOR HOUSING OWNER LLC, a Delaware limited liability company By: Name: Title: Authorized Real Estate Signatory Hereunto duly authorized COMMONWEALTH OF MASSACHUSETTS , ss. March , 2022 Before me, the undersigned notary public,personally appeared , , and proved to me through satisfactory evidence of identi�cation,which was , to be the person whose name is signed on the preceding document, and acknowledged to me that he signed as it voluntarily for its stated puipose as authorized real estate signatory of LEXINGTON SENIOR HOUSING OWNER LLC. Notary Public My Commission Expires: 13 ACCEPTANCE OF RESTRICTION BY MLTNICIPALITY The Select Board of the Town of Lexington hereby accepts the foregoing Restriction for the Town of Lexington. EXECUTED as an instrument under seal this day of March, 2022. TOWN OF LEXINGTON BY SELECT BOARD By: Name: By: Name: By: Name: By: Name: By: Name: COMMONWEALTH OF MASSACHUSETTS Middlesex, ss On this day of , 2022,before me, the undersigned Notary Public, personally appeared , , , , and , who proved to me through satisfactory evidence of identification, which were to be the persons whose names are signed on the preceding or attached document, as Select Board for the Town of Lexington, and acknowledged to me that they signed it voluntarily for its stated purpose. (Official Signature and Seal of Notary) 14 Exhibit A Premises Description That certain parcel of land situated in Lexington, Middlesex County, Massachusetts shown as "Proposed Lot A-2" on a plan entitled"Approval Not Required Plan of Land, Belmont Country Club, Watertown Street, Lots 2A Map 1 &Lot 2A, Map 3, Town of Lexington, Middlesex Country, Commonwealth of Massachusetts", dated April 25, 2018,prepared by Contro] Point Associates, Inc. and recorded with the Middlesex South Registry of Deeds as Plan No. 469 of 2018. 15 Exhibit S Initial Moderate Income Units Unit No. Level Bedrooms Unit Tvpe 110 1 1 Standard Studio 217 l 1 Companion Unit 16 Exhibit C Form of Annual Report (See attached) 17 DECLARATION OF MODERATE INCOME HOUSING RESTRICTION (Property Address: 53 & 55 Watertown Street, Lexington, Massachusetts) Lexington Senior Housing Owner LLC, a Delaware limited liability company with a principal place of business at 2310 Washington Street,Newton Lower Falls,Massachusetts 02462, its successors and assigns (the"Declarant") hereby makes the following described Declaration of Moderate Income Housing Restriction on Declarant's interest in and to an approximately 13.4- acre parcel of land, together with all the buildings and improvements now or hereafter situated thereon, located at 53 and 55 Watertown Street, Lexington, Massachusetts, as described in more detail in Exhibit A attached hereto ("Premises"), in favor of the Town of Lexington, Massachusetts("Lexin on"or the"Municipality"),a municipal corporation acting by and through its Select Board (the "Select Board"), having a usual place of business at the Lexington Town Of�ce at 1625 Massachusetts Avenue, Lexington, MA 02420. WHEREAS,the Municipality,acting by and through its Select Board,and ND Acquisitions LLC, a Massachusetts limited liability company and an affiliate of the Declarant (the "Develo�er"), entered into a Memorandum of Understanding dated as of November 5, 2018, as amended by that certain First Amendment to Meinorandum of Understanding (the "First Amendment")dated as ofNovember 14, 2018(as so amended,the"MOU"),notice ofwhich MOU is recorded with Middlesex South District Registry of Deeds(the"Registry")in Book 74434,Page 270, in connection with, among other things, the development and use of the Premises as a senior independent living and senior assisted living residence (the"Project"),which Proj ect shall contain (a) 116 independent living residential dwellings (the "IL Units"), and (b) 40 assisted living residential dwellings (the "AL Units," and together with the IL Units, the "Units"). WHEREAS, Section III of the MOU, as amended by Section l.d of the First Amendment, requires the Developer to cause four (4) of the Units in the Project to be available for rent to residents who earn between 100% and 150% of the Median Income (as defined below), at rental rates as hereinafter provided (as such Units may hereafter be identified from time to time, the "Moderate Income Units"). NOW, THEREFORE, in consideration of the agreements and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree and covenant that the terms of this Moderate Income Housing Restriction (hereinafter referred to as the "Restriction"), authorized by M.G.L. c. 184, §§31-33 and otherwise by law, are as follows: 1. Purpose. The purpose of this Restriction is to assure that the Moderate lncome Units will be maintained and made available to Eligible Tenants (as de�ned in Paragraph 9 below) in accordance with the MOU. 2. Prohibited Uses. This Restriction shall prohibit the use of the Moderate Income Units, when constructed on the Premises, for any use except residential use by persons who qualify as Eligible Tenants, subject to and in accordance with the terms set forth herein. 3. Monitorin�Agent. Declarant has engaged the Municipality, at the Declarant's expense, as a monitoring agent(the"Monitorin�A�ent") to ensure that the Declarant is abiding by its obligations relative to the Moderate Income Units pursuant to the MOU. Declarant has, at the Declarant's expense, entered into a monitoring agreement with the Monitoring Agent("Monitorin�A�reement"), which Monitoring Agreement has been approved by the Municipality, and shall obtain the Monitoring Agent's approval of a tenant selection plan for the Moderate Income Units (which approval shall not be unreasonably withheld, conditioned or delayed). The specific scope of the Monitoring Agent's roles and responsibilities with respect to the Project are more particularly set forth in the Monitoring Agreement 4. SCOpe. The Declarant intends, declares and covenants, on behalf of itself and its successors and assigns, that the covenants and restrictions set forth in this Restriction regulating and restricting the use and occupancy of the Premises (i) shall be and are covenants running with the Premises, encumbering the Premises in perpetuity, binding upon the Declarant's successors in title and all subsequent owners of the Premises, (ii) are not merely personal covenants of the Declarant, and (iii) shall bind the Declarant and its successors and assigns (and the benefits shall inure to the Municipality and to any present or prospective tenants of the Moderate Income Units); provided,however,that the Declarant and each successive owner of all or any portion of the Project shall be liable only for the obligations accruing during the period of their respective ownership of the Project. 5. Duration Not Limited. This perpetual Restriction is intended to be construed as an affordable housing restriction as defined in Section 31 of Chapter 184 of the Massachusetts General Laws which has the benefit of Section 32 of said Chapter 184, such that the restrictions contained herein shall not be limited in duration by any rule or operation of law. The Declarant hereby agrees that any and all requirements of the laws of the Commonwealth of Massachusetts to be satisfied in order for this Restriction to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in full and that any requirements of privity of estate are intended to be satisfied, or in the alternative,that an equitable servitude has been created to ensure that this Restriction runs with the land. 6. Subsequent Conve. a�. Each and every contract, deed or other instrument hereafter executed conveying the Premises or portion thereof shall expressly provide that such conveyance is subject to this Restriction, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Premises or portion thereof provides that such conveyance is subject to this Restriction. 7. Moderate Income Units. For so long as the Premises are used for the Project, the Moderate Income Units shall be provided as follows: (a) Four (4) of the Units shall at all times be provided as Moderate Income Units. Al1 or any portion of the Moderate lncome Units may, from time to time 2 and as reasonably determined by Declarant,be comprised of IL Units or AL Units, or a combination thereof. Any IL Unit designated by Declarant to be a Moderate Income Unit sha11 be referred to herein as a "Moderate Income IL Unit," and any AL Unit designated by Declarant to be a Moderate Income Unit shall be referred to herein as a "Moderate Income AL Unit." In the event of any change in the designation of any Moderate Income Unit within the Project (other than a change in the designation of a Moderate Income Unit from an IL Unit to an AL Unit, or vice versa, it being acknowledged by the parties that IL Units and AL Units are not necessarily of the same size or nature as one another), any such newly designated Moderate Income Unit shall be generally similar in size and nature to the previously designated Moderate Income Unit it replaces. (b) The initial Moderate Income Units are identified on Exhibit B hereto. (c) If,after initial occupancy,the income of a tenant of a Moderate Income Unit increases and, as a result of such increase, exceeds the maximum income permitted hereunder for such a tenant, such unit shall be deemed an Excess Income Unit(as defined herein) and the provisions of Section 9(d)below shall apply, mutatis fnutandis. (d) No entry fee shall be charged for the Moderate Income Units. (e) The construction ofthe Project shall meet all applicable codes,regulations, statutes and zoning bylaws of the Municipality and all applicable codes, regulations and statutes of the Commonwealth of Massachusetts. The Moderate Income Units shall be distributed asnongst the Units within the Project. 8. Tenant Selection. (a) Nondiscrimination. The Declarant shall not discriminate on the basis of race, creed, color, sex, age (except that the parties expressly acicnowledge that the Project is an age-restricted senior housing facility for persons 62 years of age and older(the "A�e Restriction")and that accordingly the Age Restriction with respect to any and all residents, including without limitation Eligible Tenants, shall not be deemed a discrimination in violation of this Section 5), handicap, marital status, sexual preference, national origin, familial status, genetic information, ancestry, children (except that the practical effect of the Age Restriction is to restrict children), receipt of public assistance, or any other basis prohibited by law in the lease, use and occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. The Declarant shall not discriminate against, or refuse to lease, rent or otherwise make available units in the Project to a holder of a federal or state rental certificate or voucher. The parties acknowledge that the building in which the Project is located is a non-sinolcing facility and that smokers may accordingly be excluded as residents, visitors, or otherwise. 3 (b) Selection Policies for the Moderate Income Units. The Declarant shall adopt and submit to Municipality for approval resident selection policies and criteria for the Moderate Income Units acceptable to Municipality that provide for (i) the selection of residents from a written waiting list in the chronological order of their application and, as applicable,with respect to the particular category of senior living residences within the Project to which they have applied (i.e., IL or AL), insofar as practicable, provided that following initial lease-up, current residents of the market rate IL Units and market rate AL Units shall, to the extent such residents qualify as Eligible Tenants, be given preference for the next available Moderate Income Units, and (ii) the prompt written notification to any rejected applicant of the grounds for any rejection. The selection process to be made according to chronological order of application, as afaresaid, shall be fair and open and shall not impede equal housing opportunity for any applicants. An Eligible Tenant for an AL Unit is subject to a health assessment by the Declarant to ensure that the Declarant can meet the health needs of the Eligible Tenant, provided that such health assessments shall be no more stringent than the requirements imposed by the Massachusetts Executive Office of Elder Affairs. If the Declarant determines,using the same criteria as applied to marlcet rate Units, that an Eligible Tenant applying for a Moderate Income AL Unit does not require the services of the Declarant or requires more services than the Declarant provides,the Eligible Tenant will not be offered a Moderate Income AL Unit. The Declarant shall also provide the Municipality with a tenant selection plan for the Moderate Income Units reasonably acceptable to the Municipality(the"Tenant Selection Plan"). The approved Tenant Selection Plan and the approved resident selection policies and criteria shall be adhered to in every material respect. 9. Income and Rent/Fee Restrictions for the Moderate Income Units. (a) During the term of this Restriction, a11 of the Moderate Income Units in the Project(i.e.,four(4)Units) shall be leased exclusively to an Eligible Tenant, subject to the provisions of Section 8.B above. An "Eliaible Tenant" is an individual or two or more persons who will live regularly in the Moderate Income Unit as their primary residence and who are related by blood, marriage, or operation of law or who have otherwise evidenced a stable inter-dependent relationship,and whose annual gross income is between 100% and 150% of the Median Income, as defined below (the "Moderate Income Tier"), are 62 years of age ar older and, with respect to Moderate Incoine AL Units only, requires the services of the Declarant. (b) An Eligible Tenant's annual gross income shall be the anticipated total income from all sources received by the individual, including all net income derived from assets for the 12-month period following the effective date of certification of income. Annual income specifically includes and excludes certain types of income as set forth in, 4 and shall be determined in accordance with, 24 C.F.R. § 5.609 (or any successor regulations). (c) As used herein, the term "Median Income" shall mean the most current Boston-Cambridge-Newton, MA-NH Metropolitan Statistical Area median income as determined by the U.S. Department of Housing and Urban Development ("HUD"). (d) Any Moderate Income Unit occupied by an Eligible Tenant at the commencement of occupancy shall be deemed a Moderate Income Unit so long as (i) such Unit continues to be rent restricted and (ii) the tenant's income does not exceed 140% of the highest Median Income within the Moderate Income Tier. If the tenant's income exceeds 140% of such Median Income as afaresaid at the time of annual recertification determination (as set forth below), his/her Unit (the "Excess Income Tenant Unit") shall be deemed a Moderate Income Unit until Declarant shall rent to an Eligible Tenant the next available Unit which is not a Moderate Income Unit and which is otherwise substantially similar to the Excess Income Tenant Unit, at which point the first tenant will be required to pay the then-current monthly market fee charged for rent and services for the Excess Income Tenant Unit. 10. Incoine Certifications and Re�orting for the Moderate Income Units. The Declarant represents, warrants and covenants that the determination of whether an individual occupying a Moderate Income Unit meets the income requirements set forth herein shall be made by Declarant at the time of leasing of the Moderate Income Units in the Project and thereafter at least annually on the basis of the current income of such individual. Declarant shall maintain as part of its Project records copies of all leases of the Moderate Income Units in the Project and all initial and annual income certifications by tenants of the Moderate Income Units in the Project. Within ninety (90) days after the end of each calendar year of occupancy of any portion of the Project, the Declarant sha11 provide to the Municipality annual reports consisting of certifications regarding the annual and monthly gross income of each individual occupying a Moderate Income Unit at the Project. With respect to individuals who moved to a Moderate Income Unit at the Proj ect in the prior year,the annual report shall also include certification of such individuals at the time of their initial occupancy at the Project. The annual reports shall be in a form reasonably approved by the Municipality and the Monitoring Agent and shall contain such supporting documentation as the Municipality and the Monitoring Agent shall reasonably require. In addition to the foregoing,Declarant shall keep such additional records with respect to the Moderate Income Units and prepare and submit to Municipality and the Monitoring Agent such additional reports with respect to the Moderate Tncome Units as Municipality and the Monitoring Agent may reasonably deem necessary to ensure compliance with the requirements of this Restriction. The annual reports shall initially be in the form of Exhibit C attached hereto. 11. Maximum Monthly Rents for the Moderate Income Units. The maximum monthly fees charged for rent and services for each of the Moderate Income Units in the Project (the "MaXimum Monthlv Rents") shall be reasonably determined by Declarant by calculating the then- current monthly inarket fees charged for rent and services for comparable Units and services in the Proj ect(i.e., for IL Units andlar AL Units,as applicable), and by discounting such monthly market 5 fees by thirty-three percent(33%). The Declarant shall provide tenants forty-five(45)days'notice prior to any change in the Maxiumum Monthly Rents. The Declarant sha11 provide the Municipality with the Project's then-current rent roll on an annual basis together with the annual report to allow the Municipality to confirm that the Maximum Monthly Rents are being calculated in accordance with this Section. 12. Lease Form for the Moderate Income Units. The Declarant's lease form for a Moderate Income Unit in the Project shall follow the standard lease form for market rate Units in the Project, except that the lease form for Moderate Income Units shall (a) contain an annual recertification requirement, and(b) contain a provision stating that if the tenant does not requalify for the moderate housing program, then Declarant shall have the right to terminate the lease upon thirty (30) days' notice if the tenant is unwilling to pay the then-current monthly market fees charged for rent and services for comparable Units and services in the Project. 13. Transfer Restriction. Except for the rental of (i) Moderate Income Units in accordance with the terms of this Restriction and(ii)Units other than the Moderate Income Units, the Declarant will not sell,transfer,lease,or exchange the Proj ect or any portion thereof or interest therein (collectively, a "Sale") or (except as permitted under subsection (d) below) mortgage the Property without the prior written consent of the Municipality(such consent not to be unreasonably withheld, conditioned or delayed). (a) A request for consent to a Sale shall include: - A signed letter stating that the transferee will assume in full the Declarant's obligations and duties under this Restriction arising following such transfer; - The name of the proposed transferee and any other entity controlled by or controlling or under common control with the transferee, and names of any affordable or moderate housing developments in the Commonwealth owned by such entities. (b) Consent to the proposed Sale shall be deemed to be given unless the Municipality notifies the Declarant within(30) thirty days after receipt of the request that either: - The package as described in clause (a) above requesting consent is incomplete, or - The proposed transferee (or any entity controlled by or controlling or under common control with the proposed transferee)has a documented history of serious or repeated failures to abide by agreements of affordable housing funding or regulatory agencies of the Commonwealth or the federal government or is currently in violation of any agreements with such agencies beyond the time pennitted to cure the violation, or 6 - The Project is not being operated in compliance with the moderate income requirements of this Agreement at the time of the proposed Sale. (c) The Developer shall provide the Municipality with thirty(30) days' prior written notice of the following: (i) any change, substitution or withdrawal of any general pas-tner, manager, or agent of Declarant; or (ii) the conveyance, assignment,transfer, or relinquishment of a majoriry of the Bene�cial interests (herein defined) in Developer (except for such a conveyance, assignment, transfer or relinquishment among holders of Beneficial Interests as of the date of this Restriction). (iii) the sale, mortgage, conveyance, transfer, ground lease, or exchange of Declarant's interest in the Project or any part of the Project. (iv) in the case of any transfer other than a transfer of Beneficial lnterests (as hereinafter defined), a copy of the assumption agreement signed by the transferee assuming Declarant's obligations under the Restriction. For purposes hereof, the term `Beneficial Interest" shall mean: (i) with respect to a partnership, any limited partnership interests or other rights to receive income, losses, or a return on equiry contributions made to such partnership; (ii) with respect to a limited liabiliry company, any interests as a member of such company or other rights to receive income, losses, or a return on equity contributions made to such coinpany; or (iii) with respect to a company or corporation, any interests as an officer,board member or stockholder of such company or corporation to receive income, losses, or a return on equity contributions made to such company or corporation. (d) Notwithstanding the above,consent under this Section 13 shall not be required with respect to the grant by the Declarant of any mortgage or other security interest in or with respect to the Project to a state or national bank, state or federal savings and loan association, cooperative bank, mortgage company, trust company,insu�ance company or other institutional lender made at no greater than the prevailing rate of interest or any exercise by any such mortgagee of any of its rights and remedies (including without limitation, by foreclosure or by taking title to the Project by deed in lieu of foreclosure), subject, however to the provisions of Section 14 hereof. For the avoidance of doubt, consent under this Section 13 shall also not be required of a purchaser acquiring the property at foreclosure of any such mortgage. (e) Any sale or transfer of title to the Project by any such mortgagee subsequent to the exercising of any of its rights and rememdies referenced in subsection (d) above shall be subject to the requirements of subsections (a) and(b) above. Declarant hereby agrees that it shall provide copies of any and all written notices received by Declarant from a mortgagee exercising or threatening to exercise its foreclosure rights under 7 the mortgage. 14. Lender Foreclosure. The rights and restrictions contained in this Restriciton shall not lapse if the Project is acquired through foreclosure or deed in lieu of foreclosure or similar action or a sale subsequent to foreclosure or deed in lieu of foreclosure or similar action, and the provisions hereof shall continue to run with and bind the Proj ect. 15. No Demolition. The Declarant shall not demolish any material part of the Project or substantially subtract from any material real or personal property of the Project unless required by law and provided that after such action the ratio of Moderate Income Units to total number of remaining Units in the Project is in conformity with the MOU in conjunction with renovation or rehabilitation ofthe Project or construction of a new project on the Premises,in either case subject to the prior written consent of the Municipaliry,wluch consent shall not be unreasonably withheld, conditioned or delayed. However, in no event shall such renovation, rehabilitation or new construction contain less than four(4)Moderate Income Units. The Declarant shall not permit the use of any Moderate Income Unit for any purpose other than rental housing. 16. Casualtv. The Declarant represents,warrants and agrees that if the Project, or any material part thereof, shall be damaged or destroyed,the Declarant will use its best efforts to repair and restore the Project to substantially the same condition as existed prior to the event causing such damage or destruction, subject to the approval of the lender(s)which has provided financing for the Project. The Declarant shall maintain the same ratio of Moderate Income Units to total number of remaining Units in the Project as required by the MOU, but in no event less than four (4) Moderate Income Units. The Declarant represents, warrants and agrees that the Moderate Income Units shall thereafter continue to operate in accordance with the terms of this Restriction. 17. Inspection. Any use of the Moderate Income Units or activity thereon which is inconsistent with the purpose of this Restriction is expressly prohibited. Declarant hereby grants to Municipality,the Monitoring Agent and its duly authorized representatives the right to enter the Premises upon reasonable advance written notice to Declarant at reasonable times and in a reasonable manner for the purpose of inspecting the Premises to determine compliance with this Restriction and all applicable laws, rules, regulations. The Municipality shall notify Declarant in writing of any alleged non-compliance by Declarant of this Restriction, specifying in reasonable detail the nature of such alleged noncompliance and the requested cure. Declarant shall thereafter have thirty (30) days from the date of its receipt of the notice to cure the alleged noncompliance, or, in the case of a default which cannot with due diligence be cured within thirty(30) days, such additional time as may be reasonably necessary to permit the same to be cured with all due diligence provided Declarant has commenced to cure such noncompliance within thirty(30) days and shall thereafter use commercially reasonable efforts to complete such cure. If Declarant fails to use commercially reasonable efforts or does not cause the alleged noncompliance to be cured, then the Municipality may take, but shall have no obligation to take, reasonable and appropriate action under the circumstances to cure any such violation and Declarant shall pay the Municipality the cost thereof within ten (10) days of invoice. Any mortgagee(s) of Declarant of which the Municipality has notice shall receive reasonable notice and opportunity to cure within thirty (30) 8 days from and after the expiration of the time period allowed Declarant hereunder; provided, however,as to any breach or default by Declarant the cure of which requires possession and control of the Project, and provided that any such mortgagee undertakes,by written notice to Municipality within thirty (30) days after receipt of notice of default, to obtain possession and control of the Project with due diligence and thereafter exercise reasonable efforts to cure or cause to be cured by a receiver (or other agent or contractor) such breach or default with due diligence, such mortgagee's cure period shall continue for such additional tune as such mortgagee may reasonably require to prosecute such cure to its completion (not to exceed an additional ninety (90) days following the date on which mortgagee obtains possession and control of the Project or the appointment of a receiver, as applicable),before such remedies are exercised. 18. Enforcement. Provided that the applicable notice and cure i-ights in Section 17 have expired, the Municipality may enforce this Restriction by appropriate legal proceedings and to obtain injunctive and other equitable relief against any violations, including without limitation relief requiring restoration of the Moderate Income Units to their condition prior to any such violation, and shall be in addition to, and not in limitation of, any other rights and remedies available to the Municipaliry. Declarant covenants and agrees to reimburse Municipality for all reasonable costs and expenses (including without limitation reasonable counsel and consultant fees) incurred in enforcing this Restriction or in taking reasonable measures to cure any violation hereof by Declarant, in each case in the event of a default by Declarant that continues beyond applicable notice and cure periods. By its acceptance of this Restriction, Municipality does not undertake any liability or obligation relating to the condition of the Premises. 19. No Waiver. Any election by the Municipality as to the manner and timing of its right to enforce this Restriction, or otherwise exercise its rights hereunder, shall not be deemed or construed to be a waiver of such rights. 20. Further Assurances. The Declarant and its successors and assigns agrees to execute any notices or instruments appropriate to assuring the enforceability of this Restriction upon the Municipality's reasonable request. The benefits of this Restriction shall be in gross and shall be assignable by the Municipality. The Declarant and the Municipaliry intend that the restrictions arising hereunder take effect upon the date hereof, and to the extent enforceability by any person ever depends upon the approval of governmental officials, such approval when given shall relate back to the date hereof regardless of the date of actual approval or the date of filing or recording of any instrument evidencing such approval_ 21. Estoppel. Upon request by the Declarant, the Municipaliry shall within thirry(30) days execute and deliver to the Declarant any document, including an estoppel certificate, which certifies the Declarant's compliance with any obligation of the Declarant contained herein. Failure by the Municipality to respond such request within said thirty (30) day period shall be deemed a certification of compliance and a waiver by the Municipality of any claims hereunder. 9 22. Recordation. Declarant shall record this Restriction executed by Declarant and the Board of Selectmen of the Municipality with the Registry, and provide a certi�ed copy thereof to the Municipality. 23. Representations. Declarant does hereby declare, represent, covenant and warrant as follows: (a) Declarant(i)is a limited liability company duly organized under the laws of the State of Delaware and is qualified to transact business under the laws of the Commonwealth of Massachusetts, (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted, and (iii) has the full legal right, power and authority to execute and deliver this Restriction. (b) The execution of this Restriction and the performance of the obligations hereunder by Declarant(i)to the best of Declarant's knowledge,will not violate or, as applicable, has not violated any provision of law, rule or regulation, or any order of any court or other agency or governmental body, and (ii) will not violate or, as applicable, has not violated any provision of any indenture, agreement, mortgage, mortgage note, or other instruinent to which the Declarant is a party or by which it or the Project is bound, and (iii) will not result in the creation or imposition of any prohibited encumbrance of any nature. (c) Declarant will, at the time of the delivery and recordation of this Restriction, have good and marketable title to the Premises free and clear of any lien or encumbrance which would prevent use of the Premises for the Project or which would prevent the execution and recording of this Restriction. (d) To the best of Declarant's knowledge, there is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or threatened against ar affecting it, or any of its properties or rights,which,if adversely determined,would materially impair its right to carry on business substantially as now conducted (and as now contemplated by this Restriction), 24. Governing Law. This Restriction shall be governed by the laws of the Commonwealth of Massachusetts. 25. Successors and Assigns. This Restriction shall also be and is for the benefit of the Municipality, its successors and assigns. 26. Restriction Per�etual. This Restriction shall run with the Premises in perpetuity from the date of recordation in the Registry and shall be binding upon Declarant, Declarant's successors and assigns in interest in the Premises,and any other party having an ownership interest 10 in said Premises or claiming to have an interest with respect to said Premises as tenants, invitees, licenses or otherwise, and all of the respective heirs, successors, grantees, mortgagees, assigns, agents, contractors, subcontractors and employees of the foregoing and is not merely a personal restriction of Declarant. This Restriction is hereby intended and declared to be a Restriction in perpetuity held by a governmental body as defined in and with the benefit of M.G.L. c. 184, § 32 and no re-recordation of this Restriction under G.L. c. 184, §§23-30 or any other law shall ever be necessary in order to maintain the full legal effect and authoriry thereof and Declarant and its successors and assigns, hereby waive all their legal right to and shall forego any action in law or equity of any kind whatsoever attempting to contest the validity of any provision of this Restriction and shall not, in any enforcement action, raise the invalidity of any provision of this Restriction. Declarant hereby agrees that any and all requirements of the laws of the Cominonwealth of Massachusetts required to be satisfied in order for the provision of this Restriction to constitute a Restriction running with the land shall be deemed to be satisfied in full and t�iat any requirements of privity of estate are also deemed to be satisfied in full. 27. Notice. Any notice,request or other communication which either party hereto may be required or may desire to give hereunder shall be made in writing, and shall be deemed to have been properly given if hand delivered or if deposited for oveinight delivery with a nationally recognized overnight courier service(such as UPS,FedEx or DHL),postage prepaid,to the parties at their respective addresses set forth below or such other address as the party to be served with notice may have furnished in writing to the party seeldng or desiriug to serve notice as a place for the service of notice. A notice delivered by hand shall be deemed given upon receipt, and a notice deposited for overnight delivery as aforesaid shall be deemed given when delivered to addressee. If to Declarant: Lexington Senior Housing Owner LLC c/o National Development 2310 Washington Street Newton Lower Fa11s, MA 02462 Attn: Ted Tye with a copy to: Epoch Senior Living 51 Sawyer Road Suite 500 Waltham, MA 02453 If to Municipality: Town Manager Lexington Town Office 1625 Massachusetts Avenue 11 Lexington, MA 02420 28. Modification or Amendment. This Restriction shall not be modified, amended, changed, terminated or waived without the consent of the Declarant (or Declarant's successor in interest in the Premises) and the consent of the Municipality. The Declarant as well as the Municipality may enforce and, if necessary, extend this Restriction in accordance with applicable law. Declarant agrees for itself, and its heirs, successors and assigns to execute and record such notices of restriction as are required to extend this Restriction in perpetuity in accordance with applicable law. The Municipality is hereby declared to be a benefited party to and a holder of this Restriction and the Declarant hereby appoints the Municipality as its attorney-in-fact to execute, acknowledge, deliver and record any such notice ar instrument on its and/ar their behalf which may at any time be necessary for the specific and limited purpose of maintaining this Restriction in effect in perpetuity. Without limiting the forgoing, the Declarant and its successors and assigns agree to execute any such notices and instruments upon request of the Municipality. 29. Enforceabilitv. If any court or other tribunal of competent jurisdiction determines that any clause, part, or provision of this Restriction is invalid or unenforceable, such provision shall be deemed to have been modified automatically to conform to the requirements for validity and enforceability as determined by such court or tribunal. In the event the provision invalidated is of such a nature that it cannot be so modified, the provision shall be deemed deleted from this instrument as though it had never been included herein. In either case, the remaining provisions of this instrument shall remain in full force and effect. 30. Mort�a�ee Consent and Subordination. To the extent that there are any mortgages or other liens encumbering the Premises and recorded with the Registry prior to the date and tiine of the recording with the Registry of this Restriction,Declarant represents and warrants that it has obtained the consent of such existing mortgagees and lienholders of the Project to the execution of this Restriction and to the terms and conditions hereof, and that all such mortgagees and lienholders have executed a consent to this Restriction. 31. Documentary Stamps. No documentary stamps are required as this Restriction is not being purchased by the Municipality. [Remainder of page left intentionally blank. Signatures follow.] 12 Executed under seal as of this day of March, 2022. DECLARANT: LEXINGTON SENIOR HOUSING OWNER LLC, a Delaware limited liability company By: Name: Title: Authorized Real Estate Signatory Hereunto duly authorized COMMONWEALTH OF MASSACHUSETTS , ss. March , 2022 Before me, the undersigned notary public,personally appeared , , and proved to me through satisfactory evidence of identi�cation,which was , to be the person whose name is signed on the preceding document, and acknowledged to me that he signed as it voluntarily for its stated puipose as authorized real estate signatory of LEXINGTON SENIOR HOUSING OWNER LLC. Notary Public My Commission Expires: 13 ACCEPTANCE OF RESTRICTION BY MLTNICIPALITY The Select Board of the Town of Lexington hereby accepts the foregoing Restriction for the Town of Lexington. EXECUTED as an instrument under seal this day of March, 2022. TOWN OF LEXINGTON BY SELECT BOARD By: Name: By: Name: By: Name: By: Name: By: Name: COMMONWEALTH OF MASSACHUSETTS Middlesex, ss On this day of March, 2022,before me, the undersigned Notary Public, personally appeared , , , , and , who proved to me through satisfactory evidence of identification, which were to be the persons whose names are signed on the preceding or attached document, as Select Board for the Town of Lexington, and acl�owledged to me that they signed it voluntarily for its stated purpose. (Official Signature and Seal of Notary) 14 Exhibit A Premises Description That certain parcel of land situated in Lexington, Middlesex County, Massachusetts shown as "Proposed Lot B-2" on a plan entitled"Approval Not Required Plan of Land, Belmont Country Club, Watertown Street, Lots 2A Map 1 & Lot 2A, Map 3, Town of Lexington, Middlesex Country, Commonwealth of Massachusetts", dated Apri125, 2018,prepared by Control Point Associates, Inc. and recorded with the Middlesex South Registry of Deeds as Plan No. 469 of 2018. 15 Exhibit S Initial Moderate Income Units Unit No. Level Bedrooms Unit T e 405 4 1 AL 259 2 1 IL 458 4 1 IL 344 3 2 IL 16 Exhibit C Form of Annual Report (See attached) 17 RESTRICTIVE COVENANT This RESTRICTIVE COVENANT (this "Covenant") is entered into on this day of , 2022,by and between the TOWN OF LEXINGTON(the"Town"), a Massachusetts municipal corporation acting by and through its Select Board(the `Board"), having an address of T��vr� �3ffice�uildir►�, 1625 M�ts�achuset�s Avenue, L,exir�gtor�, 1��! 02420 and LEXINGTON SENIOR HOUSING OWNER LLC (the "Owner"), a Delaware limited liability company, having an address c/o National Development, 2310 Washington Street,Newton Lower Falls, Massachusetts 02462 Attention: Ted Tye. RECITALS A. The Owner is the owner of a certain parcel of land in Lexington, Massachusetts, known as and numbered 56 Watertown Street and described more particularly in that certain Deed dated Apri17, 2020, recorded with the Middlesex South Registry of Deeds (the "Re�i�rX") in Book 74435,Page 235 (the "Property"). B. The Town, acting through Lexington Town Meeting, approved a Preliminary Site Development and Use Plan ("PSDUP")in November 2018 to allow for the development and use of the Property for memory care residences (the "Memory Care Project") as well as other development on a nearby parcel. C. In connection with the approval of the PSDUP, the Owner entered into that certain Memorandum of Understanding with the Town, acting by and through its Select Board (the `Board"), dated as of November 5, 2018, as amended by that certain First Amendment to Memorandum of Understanding dated as of November 14, 2018 (as so amended, the "MOU"), notice of which is recorded with the Registry in Boolc 74434,Page 270. D. The Owner agreed in the MOU to subj ect a 30 foot wide area on the east side of the Property in the vicinity of Golden Avenue to a restriction to establish a vegetated buffer area as more particularly described herein. NOW, THEREFORE, the Owner hereby imposes the following restriction on the Property for the benefit of the Inhabitants of the Town of Lexington, acting through its Board. AGREEMENT 1. Recitals. The recitals to this Covenant are incorporated into and are part of this Agreement. 2. Covenant. The Owner hereby covenants and agrees that, during the Term (defined below) of this Covenant, that portion of the Property shown as "Buffer Area" on the plan(the"Plan") attached hereto as Exhibit A shall at all times be maintained exclusively in a vegetated state, except as provided herein. Activities within the Buffer Area shall be limited to the maintenance of the Buffer Area in a safe and clean condition to support the Memory Care Project, including tree removal and/or pruning to prevent, control or remove hazards, disease, insect or fire damage as detennined by the Town's Tree Warden(or other Town off'icial responsible for public trees within the Town), and shall include the right to (i)install, maintain, including snow removal, and repair an"emergency-only" egress pedestrian wallcing path as shown on the Plan; (ii)install, maintain and operate underground utility conduits; (iii)install and maintain privacy fencing; and, (iv) install and maintain the additional plantings to enhance the Buffer Area as shown on the plan set entitled"Bridges at Lexington"prepared by Stantec Planning and Landscape Architecture PC issued April 12, 2019, revised to June 19, 2019, as �iled with and approved by the Town of Lexington pursuant to Site Plan Review Decision dated June 26, 2019, recorded the Registry in Book 74439,Page 353. Owner shall promptly restore any destruction of the vegetation or other improvements in the Buffer Area permitted herein to substantially its condition immediately prior to such destruction. Any use of the Buffer Area or activity which is inconsistent with the purpose of this Covenant shall be strictly prohibited. 3. The Teiin; Bindin Eg ffect. This Covenant shall run with the Property and any portion thereof and shall inure to the benefit of the Town, acting through its Board, and be binding upon the Owner and its successors and assigns for so long as use of the Property is subject to the PSDUP (the "Term"). Each successor-in-title to the Owner of the Property or portion thereof shall be bound as to the obligations which arise under this Covenant during their respective periods of ownership of the Property. A mortgagee(or its successor) of the Property or portion thereof as to the obligations which arise under this Covenant shall not be obliged to cure any violation prior to it taking possession but shall be obliged to operate in compliance following such possession. 4. Default; Opportunitv to Cure. Failure by the Owner to perform any term or provision of this Covenant shall not constitute a default under this Covenant unless and until the Owner fails to commence to cure, correct or remedy such failure within fifteen (15) days of receipt of written notice of such failure from the Town and thereafter fails to complete such cure, correction, or remedy within sixty(60) days of the receipt of such written notice, or, with respect to defaults that cannot reasonably be cured, corrected or remedied within such sixty-day period, within such additional period of time as is reasonably required to remedy such default, provided the Owner exercises due diligence in the remedying of such default and prosecutes the saine to completion. Notwithstanding the foregoing, the Owner shall cure any monetary default hereunder within thirty(30) days of receipt of written notice of such failure from the Town. 5. Access. The Town, or its agents or representatives, shall have the right to enter the Property upon reasonable notice and at reasonable times, for the purpose of inspecting the Buffer Area to determine compliance with or to enforce this Covenant. The Owner also grants the Town, after notice of a violation and failure of the Owner to cure said violation in the time provided in Section 4 above, the right to enter the Property for the purpose of taking any and all actions with respect to the Buffer Area as may be necessary or appropriate to remedy or abate any violation hereof. 2 6. Enforcement. The Town, acting by and through the Board, shall have the right (but not the obligation)to enforce this Covenant by any remedy provided at law or in equity, including, without limitation,relief requiring restoration of the Buffer Area to its condition prior to the time of the injury complained of(it being agreed that the Town will have no adequate remedy at law). The rights hereby granted shall be in addition to, and not in limitation of, any other rights and remedies available to the Town for the enforcement of this Covenant. The Owner shall reimburse the Town for all reasonable costs and expenses (including reasonable attorneys' fees)incurred in enforcing this Covenant or in taking reasonable measures to remedy, abate or correct any violation thereof,provided that a violation of this Covenant is acknowledged by the Owner or determined by a court of competent jurisdiction to have occurred. 7. Limitations on Liabilitv. The obligations of the Owner and any successor owner do not constitute personal obligations of their respective members, trustees,partners, directors, officers or shareholders, or any direct or indirect constituent entity or any of their affiliates or agents. The Town shall not seek recourse against any of the foregoing or any of their personal assets for satisfaction of any liability with respect to this Covenant. 8. Force Majeure. The Owner shall not be considered to be in breach of this Covenant for so long as the Owner is unable to complete any wark or talce any action required hereunder due to a force inajeure event or other events beyond the reasonable control of the Owner, such as acts of nature, and without Owner's fault or negligence. 9. Amendment. This Covenant may not be amended,modified or terminated except by a written instrument executed by the Owner or a successor owner and by the Town, acting through its Board. 10. Enforcement; No Waiver. The faihue of the Town to enforce this Covenant shall not be deemed a waiver of the Town right to do so thereafter. 11. Severabilitv. The invalidity of any provisions of this Covenant as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. If any provision of this Covenant or its applicability to any person or circumstances shall be held invalid, the remainder thereof, or the application to other persons shall not be affected. 12. Applicable Law. This Covenant shall be governed by and according to the laws of the Commonwealth of Massachusetts, as amended from time to time. Any action brought by the Town hereunder may be brought in the Land Court or the Superior Court in and for the County of Middlesex, and the Owner hereby agrees to the jurisdiction of such court. 13. Notices. Any notice required or permitted to be given under this Covenant shall be in writing and signed by the party or the party's attorney ar agent and shall be deemed to have been given: (a)when delivered by hand; or(b) sent by express courier service such as Federal Express, to the other party at the addresses set forth in first paragraph hereof. [signature page follows] 3 This Covenant is intended to take effect as a sealed instrument as of the date first written above. OWNER: LEXINGTON SENIOR HOUSING OWNER LLC, a Delaware limited liability company By: Name: Title: Authorized Real Estate Signatory COMMONWEALTH OF MASSACHUSETTS County of Middlesex On this day of , 2022 before me, the undersigned notary public, personally appeared , as authorized real estate signatory of LEXINGTON SENIOR HOUSING OWNER LLC,proved to me through satisfactory evidence of identification, which was my personal knowledge of the signatory, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily as his free act and deed for its stated purpose on behalf of LEXINGTON SENIOR HOUSiNG OWNER LLC. Notary Public My commission expires 4 ACCEPTANCE OF COVENANT On this day of , 2022, the Town of Lexington, acting by and through its Select Board, hereby accepts the foregoing Covenant. TOWN OF LEXINGTON By its Select Board COMMONWEALTH OF MASSACHUSETTS Middlesex, ss. On this day of , 2022, before me, the undersigned Notary Public, personally appeared, members of the Lexington Select Board, as aforesaid, and proved to me through satisfactory evidence of identification, which was , to be the person whose name is signed on the preceding document, and acknowledged to me that he/she/they signed it voluntarily for its stated purpose on behalf of the Town of Lexington. (Official Signature and Seal of Notary) 5 Exhibit A `Buffer Area" [Attach Plan] 6 EXHIBIT A � � � N / � � T N � � n,.' � w o. �Z \ � Z � � - I � r OOQc�i ~ J � � � � r � O g � ` , � ~ � ` � U z � Z O z � J � � � Q � � W C7 O � Q � o � w � W , � m � N � c ��a� � U 1=m / w � Q � � Z � w ~ � N .......,� � � ..... � ....� � w ........... 00 .............. w ... � ...... � � � � U r� � Q � � � � � � O � � � Q � � � � � N�P�� O � � � � w > `� z N Q r� w o � U � � � d n- � � a � � � � � � � � � ' � U \ � � � Q � �� vi � � � Q v� � o � o m � Q 3 Q N N a � � � � � � � � � � � � � � � � U o 3 � � .o `n ' x 3 v> � cN•i m � � 3 � / � � � � AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: 2022 Armual Town Meeting & Special Town Meetings 2022-1/2022-2 Article Discussion/Positions PRESENTER: ITEM NUMBER: Board Discussion I.2 SUMMARY The Select Board will discuss 2022 Annual Town Meeting and Special Town Meetings 2022-1/2022-2 articles and review positions. 2022 Spring Town Meetings -Articles, Reports and Presentations SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 3/30/2022 6:OSpm ATTACHMENTS: Description Type J�Z72A.�CVV ��@�V 1.4'7S II,�u�'!�V iQ�IJ�..�i ��Vsa,b➢�¢aa��➢�c�si�iiarn��s�°Vc�e�g�; ❑ �2,��;tciuts tV➢,�¢G.;nn.iV p��wnff�°mt ❑ �'ue��rdrw�e;<3 lf'�r;vrd I`o41�°�4�n7g;4reEidi.G,a�uit�;..R�:;a�V�1.�°-24�?� �bd�c;kiu�,Pm�Rad4;na.�V ❑ Ftud 1,7revn4Ac�8 rr�sQncrrm�/2:�Y V^�uc;4c��p MlMtibc;u•tlaqV 2022 ATM/STM-1/STM-2 ARTICLE POSITIONS WORKSHEET , „„ „„ ,,,,,„„„ , „, ,,, „ ,„ „ „ ; „„ „ r „„ ,. � ,� � �� f j �; I l SELECT' Prop�sed % ' Artiele� �ARTICLENAME 64ARI3 � C'N5�'T' % Posslble � JH ' JF � 5B DL , M� � ;PRSNTR; (PC) 1 II'(.} , r, � f : � � , ° � ; ; �......... ;( � STM 7 Ait 7 Reports of Town i3oards Office�s and Committeec � � � � �� I J I� � 1 1 1 STM-1!1rt 2 Appropriate Police Station Construc[iou JH Yes Yes Yes Yes Yes STM 1 P.rt 3 Authurize and Ranfy Remote To�vn Meehngs 1P � �DL � ll' � � �1P�� 1P ll' 1P ll' ATT4 4it I Nohcc of Elccrion � � Ycs � Vcs Elechon of Deputy Modeiatoi and Reports of Town Bouds, ATT4Art2 Yes Ye� Ves Ves O}ficc�c and Committccs , , , , , �, , , , , ,.„( , , , , ,�(, , , , , ,(, , , , , ,� ATM Art 3 �ppomtments to Cuy Lecnue Senes � � � � � Yes � Ye� I Yes I Yes I Yes � ATM Art 4 � ro iate F 'PD P Y20330pecain�Budget � JH � � , Yns � Yes, � , Yes, ,� , Y,s, � , Yes, � ATMAr[5 ,a�pro�riateFY2023Pnie udnetc � MS � � Yea � Yec � Yct � Yec � Ycs � m C Y SC ll�l rcrocs Prooram �� PC � PC � PC � PC � Yca � PC � ATM Art 6 Appropnafi For Scmor S , , , , , , , , , , , , , , , , , , , , , , , , , ATh1 Art 7 Climatc Action Plan ,IP Ycs Ycs Ycs Ycs Ycs ATM Ai1 R Appropuate Foi Comprehensive Plan implementahon-iP � ,,,,,TI-T � ,,,,, PC IP ,,,,, � , iP/C �� TP/C, ,.�,,,,,�,,,iP/C,,,,,,�„�,,,,,�,,,,iP/C,,,,,,�„�,,,,,�,,,,IP/C,,,,,�„� ATI�1.4rt 9 Establish nnd ConLnue Depaimien[ttl Revolvmg Funds � DL � Yes Yes � Yes � Yes � Yes � ATMArt70 `�PP�upnatetheF]2029ConmmmtyPieseivahun � Committcc O�cratin�Bud�e�,c[And C PA,Pm�ccts ( ( a) Archives mid Records Muiagement $2Q000 � PC I PC I PC � PC � PC � PC 1 ., 1 1 ., ) g , 000 J Yes Yes Yes Yes Yes b VJn htFa�'�v ca c) Wcct Farm MB dow P��arion ��,175 � PC � PC� PC� � PC � PC � PC � Smf�av�ouud Im rovemen[s Pouc m Place � pC PC PC � PC � PC � PC � P ' e� $1a459�591 c) Ccntcr Play�rourid BathrnomF and Main[cnancc Yes No Yes Yes Yes Buildin�Renovation-sm-�",'3,�"'��680.000 � Plny*round Impr��emeniti Hard Court Surta�ec � ,,, �20500000 ,� iP ,,, Yas ,�� Na .��, ,Yes, ,��, ,Yas � Yas � 1 1 1 1 � g)Parl.and Pl3v round Imprn cmcnts Kmnccns � PC � PC' PC � PC � PC � PC � Field��00 000 „ „ Par ) ik Bnprovement Athlehe Fields Fi ke pC PC PC � PC � PC � PC � ., ..$250,000 .. .. .. .. , , , , , , , , , , , , , , „ il Linco7nParkMaetcrPlan $100A00 � � Ycs Ycs � Ycs ,� Ycs„�� Ycs ,� J));O(HAB'PP16��VineStretCnstr�uctonF " ,,,, PC I PC' PC I PC J PC J PC J ,. g5 3)('00 _ 1 ..1 � untls � PC � jp � IP/C IP/C � IF/C � IP C IP/C � 1 1 n ez on�$160,790 Vmsbrookc pC PC CC PC Keouazd PC n)I CPA DeUt Service §l�.€�f.,-€�80.1,935,6"�5 � PC � PC PC � PC � PC � PC � �� n) Admmis[rativc�Bud�ct $]50.00D �� ,,,, �� PC �� P(' �� PC I PC I PC I PC I ATM Art 7 I ,�ppropnatc Foi Rccrcation Cayital Rojcets I � � PC � PC � PC PC PC PC � ., ., ., ., ., ., 1I , , , . 4 ipmenl I . . � ATM Art 12 Appropriale Foi Munic pal Capi6al Pro�ecls And P u 1 , , , , , , , , , , ,,, , , , , , , , , , , , ,, , a) HarnvcllDistrictSignagc Ycs Ycs Ycs Ycs 112iY 1 ., .. .. .. .. , , , ,f b) Townwide Pedes[uan and Bicycle Plau � Yes Yes � YeS � Y ee � Yes �) ��nsp�rtAhm�Mi dPo�bcs-Mnrrct[Trefhc Yea Yes Yec Yes �Mil�Tauou Plui� Yes ., ., ., ., ., .��f ., �� ., �f PC P(' � P(' � P(' � PC � c Rc acc Pum cr Truok J PC I PC PC I P(' I PC I PC Jf ., ,..�p p P ment .� ....Jf .. PC ...., 1f PC' PC ..1� PC �I PC �I PG I �� m mentxelverlRe laoe , „ , ownH� e `"�lacemeu[ J PC I PC PC I PC I YC I PC' I h Sidewnik lm i�� 1 1 J J ,,,J B �9 P P ) p ovunente � PC � PC PC � PC � PC � PC � �) Townw�dc Signalizanon[m�� f f � I ��,I �,I. �,I pro�-cmcnts J PC I PC PC I Pf' I PC' I, P(: I 1 1 J J J �) StormDra�uageImprovemeutsaudNPDES � pC � PC PC � PC � PC � PC � complience �� DL f I I I I Mnnn cmcnt neu[s �lmwate� f p0 I PO PO I PO I PO I PO J ) SheetImprovei��hedS �,� J PC � PC PC � PC � PC � PC � � �,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,�,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,�,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,�,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,�as oP,,,�/2�/22 m) HydiantReplecementPiograin PC PC PC PC PC PC, 2022 ATM/STM-1/STM-2 ARTICLE POSITIONS WORKSHEET , „„ „„ ,,,,,„„„ , „, ,,, „ ,„ „ „ ; „„ „ r „„ ,. � ,� i , i f� � l SELECT; Propnsed % ; j I' ' ArtieleE� 'ARTICLE NAME BOARD � CNS�'T' � IP(}� i JH ''; JP � SB DL �r MS { ;PRSNTR� (PC) P � ( i , � i I � n) Rattla Creen 5treelscape improve�ne�ris � � Yes � Yes � Recused� Yes � Yea ) �P � B PTovc�ncnts J �, Ycs Ycs Ycs Vice Yca J Idn Lotim p� �imci a P� � mentProgram � Yes Yes Yes Yes Yes 0 P bLc Paz�lan Lot Ln ro�e q) Ncw Sidcwallc Gistallatione Ycs Ycs Ycs Yce Ycs r) ApphcationImplememau�n � PC � PC PC � FC � PC � PC � 1 1 ) dancv and�eut M�1�e lan � PC � PC PC � PC � PC � PC � , p ) N n�n�xEle[rom�Docm� � � � � � � ment � PC � PC PC � PC � PC � PC. � ATM Art 13 Appripna[ For Watcr Syntcm[mpiovcmcnta � � I „� PC J PC PC ,,,,,, PC PC PC pp p pilal P�o�ecl.provcmcnts � � PC' � � PC � PC PC PC PC � ATM1T Arl 75 A ro nate For Sch ol Ca�Syotcm im��uipment � � � � PC � � PC � PC PC PC PC � ,,,,, ,,, ,,,,,, ,,,,,,, ,,,,, ,,,,,, ,,,,.1 ,,,, ,,,,, „ , ,,,�, ATb1 Art 16 Appropnate For Public hacihtie�Capital Pro�ects n) Public Facihties Bid Docmnents � PC � PC PC ,,,,� PC ,,,,,� PC ,,,,�, P(', 1 1 1 1 b) FacihtyandSiteimproeementc(Binldmg � ,,, Hloonn�1 ronrani;uid School PTwn�&Sidewalk� P� P�' P�� P(' P(' P(7 c) Public Fac�ht�es MechuucaUElectncal System � PC I PC PG � PC � PC � PC �� Repincemen[s J d) MumcipaLBuildmgEnvelopesandAssociated � pC � PC PC � PC � PC � PC � ,,, Systcros ,,, ,,, ,,, DL f ( _ .., e) Townwide Roofiug Program J PC I PC PC PC PC PC ., ., ..� � School Bttildmg Em•clopcs and Assona[cd pL PC PC � PC � PC � PC s g)�H�igh School Eqwpmcut Emcrgcncy Funds � � Ycs � Ycs Yc� Ycs Yc� � , Placement � � Yes � Yes Yes Yaa Yes ATA1Art17 Apprnpr�a�"�uPooL�alei�He�i�eiR��Liabilitv�Fund � � � PC � � PC PC Recused PC PC ,,, To Post 8m I��, ,,,,, ,,,,,�,�, ,,,,,�, ,,,,�,�„ �TMArt18 R a�mdPriorBorromng,autlionzah�ns � � PC � PC � PG � PC � PC � PC � � ,,,, ,,,, ,,, � _. ., � _. , , , , , , , , , , , , , , ,� , , , , , ,, , , , � Estab�s��end Di�sF��and. io i�iateTo.lndFiom ATMArtl9 , �p P MS Ves � ties � Ves � �'es � �'es � .. 5�P°L , , .. .. .. .. ., „� . �..O eratui�,Entei iise,nls � � PC � PC` � PC � PC � PC � PC � ATb1 Arl Z�1 1m nd Fy20Foi P�noi Years'Un�vd Bild CP:1 Budgets I .�JP � .. _I .� ,,,,,Yea,,,,, ,,,,,,Yes,,,,,,,,,,,,�,,,,,,,,,,,Yes,,,,,,,,,,,,�,,,,,,,,,,,Yes,,,,,,,,,,,�,,,,,,,,,,]�es,,,,,,,,,,,,� p provcmcuri-1P � � PC �I IP � 1P/C � IPJC IP/C' ]P C 1P/C � ATM Art ? .�ppropnatc FromlD bt'Scd Ca ital Im. . � � I. � � , , , ,..� , , , , , � .,,.� , , , , � , , , . , .J >> > rvi�c S[abilizahon Fnnd PC PC PC PC PC PC A a eea DL Yes Yec Recused Yes Yes TnT Art 7r{Adlust Retirement Cola ii se frn�Rem'... .... � ..,.. �..,.. � ,,,,,,,, .,,..� ... �, ,,,,,,,,,,,, � ,�� Approp�mtc Fo�Woithcn Road Rccrcation nnd Ednwtion ATM Art�5 , SB PC ll' 11/C ll'/C 11/C � ll/C � 1P/C Dishic[LandUxConccp[Plan(CmzcnPctit�on) TP ATN Art 26 Approprm[c For NcYu�Studic� (,inzc�� , , , , , , , , , � , , , , , , ' (' Pchnon) � MS � Wxtk .� Ycs 1Wxik � W'�tt � Ycc . .. ,.. ,.. ,.. „ „ ,,,,, , , , , , , „ „ „ , , ,,,, r, , , , , , r ATM P.ri 27 Zem Wasle Resolution(Ciuzen Petiuon) JP i�'ail � Yes �t�latt j Waal � Yes .. .. .. .. .. .. I 1 , , , , , �, , , , , (Curien Pe�ilion) � SR � ��Yes�l Ves Yea Vee �'es ATM Art?9 A�eat Massac,h setsl Gei�eial Law Clia ( mm m 1 Y ��p � pter 41 Section 110a I PC � PC � PC PC PC PC �, 1 .., .. , , , , , , ATM Art 30 Amcnd Spccial Act-Pleuning Bo�rd nnd Town Mmtin� SB Ycs No Ycs Ycs No Amend Ganer il B l iu c Re r�n Di rLo in�,and � � � „_ „ .... . .. .. .. . . . . .. .. , , , , TM Atl 41 Y n SB Rafl �s Ye� � ��Iai� � Wat6 � Yes � A ctism�[hc Encra}•dnd Wd[c.r U,c nf Lzrgc Bmldmgc f �� ! s" ATb1 p,i}33 �lect Boaid t Karif�Ke�noements �� PC �� PC' � PC PC � PC � PC � o Acae LP,as � P uH�onze a�id � te To�vu MeehnFs lY � llL � PC � ll' � lY/C �lY/C 1P/C ll'C lY/C � Allow 1'or Selecl Board W Call Remote Towu Meeliug [1Tn1 Ar134 34 as piopoaed�� SB � No � Ye� � No � No � Yes � , , , , , , , , , , , , , , , , 1 1 1 ,,,,,,, ,,, „to IP ,,, ,,, ,,, � ° �� Yes � No , �, Yes � Yes � No � ..,.. _ , , , , .. .. ,,...., �, , , , , .. ATMAr135 AmcndZoningBylew-OpcnSpaecRceidcnHal MS Yes Wait WaiT � Yes Wnit � De��elopments .:i :1 � i i Amcnd Zoning Bylaw and Zomng�Iap�Mixcd Usc Rcfci Back Rcfrr Back Rcfrr Back Rcfcr Back Rcfcr Back ATD1 Art 96 .., .. .., .., �( ,,,,,�H � ,,,,, �� ,,,,, � , , , , ,.�, , , , , ,.�(, , , , , ,�(, , , , , ,�(as oi�3/��/22 Devclopmcn[s and T4ulri Familv Honsmg to PB/C [o PB/C to PB/C [o PB/C to ATM Ari 37 Ameud Zoning Bylaw Teclvncal Coirechons I MS � � Yes � Yes I Yes I Yes I Yes � 1 1 1 ._.J ! 2022 ATM/STM-1/STM-2 ARTICLE POSITIONS WORKSHEET „ „„ „„ ,,,,,„„„ , „„„ „ ,„ „ „ , , , r „ „„„„ ,,,„ ,,,,� � I � l i � �: l SELECT; Prop�sed '% � '- ; Artiele� 'ARTICLENAME 64ARI3 � C'N5�'T' % Poesjble � JH '' JP � SB DL � MS � � i <PRSNTR� (p�) l, IP(.} , r, ; i � � � � �� , �� , , ; � ( , i, � � � i � i + 'r. . . . Amcnd Zoning Bylaw and Zomng�1ap�1�8 Spnng Strcct � :1TD1!vi48 �DL � Yes � Yes Yes � Ye� �� 4nt �, (OwnerPeUlion) � , . � , �., , �, „ , , �, J Amend Zonine Bylaw an3 Z�nmg Map-475 Bu3ford Street '� f � ATM Arl 39 ' � SB � � ib'ail �� VJaal lUail � WaLL �� iCail (Ownci Pcntion :'I � 's�� (Crte id Z�oriirig Bylau� Sustamable Residential 1ncenLveti � Refei Buck�Refe�Bacl<�Refer Back�Refer Back Refer Back� TM Art 40 . .o) .TP PC �PB/C [o PB/C to PB/(. io PB/C w PB/C STM_P.rtl RepottsofTo„ ,,,,, ,,,,, ,,,,, ,,,,� „_ .,,,,, ,,,,_, �,,,,,..�........_,,,,,,�,,,,....,_.._,,,,,,,,,,,, , , , , , , , , , ,.� � wu Boazds,Officers a�id Committees S. PP P ... g .. ' y udy 7H � . , Yes Ye� Yes,,,,, Yes Yes TM^Arl2 H`lb i�3 Town Me ti��sto Allo il Remote Part cipatioi�� , , � „ „� „ � „ ,,,,„ � . � � � i at ' { $TTT�f�.YC� .1}' �'d�� % �dlt � ��dlt ti�dY[ ��'d�t f 7 b � , , , , , , i', , „� ...., .... ...., ...., ...., ...., ...., .. ...., , , , , , , , , 1 i STM-2 Art 4 Appropriatc for Complctin�thc Ta�vn's Comprchcnsiw P]nn MS Ycs Ycs Yes Ycs Ycs as of 3/28/22 From: Deborah Brown Sent:Tuesday, March 29, 2022 10:21 AM To: Lex TMMA Cc: Barry Orenstein Subject: UPDATED Town Meeting schedule and amendment deadlines UPDATED 3.29.2022 - PROPOSED SCHEDULE FOR REMAINDER OF ATM 2022 & STM 2022-2 Wednesday March 30 -ATM **Amendments due 5pm Tuesday March 29** •Memorial for David Kaufman •Article 2 - report of Lex School Superintendent •Article 2 - report of Minuteman H.S. Superintendent •Article 4 - Operating Budget •Article 2 - report of Community Preservation Committee •Consent Agenda •Article 10 - CPA items (b), (e), (f), (i) •Time permitting: oArticle 12 - Municipal capital items (a), (b), (c), (n), (o), (p), (q) oArticle 16 - Public Facilities Capital items (g) and (h) Monday April 4 -ATM **Amendments due 5pm Thursday, March 31** •Article 7 - Climate Action Plan •Continue unfinished items from 3/30/22 •Time permitting: oArticle 19 - Stabilization Funds oArticle 21 -Amend FY2022 Budgets oArticle 24 - COLA Base for Retirees oArticle 30 - Planning Board and Town Meeting Wednesday April 6 -ATM **Amendments due 5pm Monday, April 4** •Article 27 -Zero Waste Resolution [DATE CERTAIN] •Article 28 - Humane Pet Store Bylaw [DATE CERTAIN] •Article 31 - Energy and Water Use of Large Buildings •Time permitting: oArticle 26 - Nexus Studies oContinue unfinished items from previous sessions Monday April 11 -STM 2022-2 &ATM **Amendments due 5pm Thursday, April 7** Open STM 2022-2 •Article 1 Reports •Article 2 - Lexington High School Feasibility Study •Article 3 -Amend ByLaw, Hybrid Town Meetings •Article 4 -Appropriate to Complete Comprehensive Plan Dissolve STM 2022-2 and Call ATM back to order •Article 34 - Petition for Special Legislation - Remote/hybrid Town Meetings •Time permitting: oArticle 35 - Open Space Residential Developments oContinue unfinished items from previous sessions Wednesday April 13 **Amendments due 5pm Monday, April 11** •Article 38 - 128 Spring Street Zoning [DATE CERTAIN] •Article 39 -475 Bedford Street Zoning [DATE CERTAIN] •Article 37 -Zoning Technical Corrections •Time permitting: oContinue unfinished items from previous sessions Monday April 25 and Wednesday April 27 - hold for use as needed Town of Lexington Nlotion 2022 Annual Town Meeting ARTICLE 27 ZERO WASTE RESOLUTION MOTION: WHEREAS, the Town of Lexington generates over 9000 tons of trash annually, which is incinerated at the Wheelabrator Incinerator in North Andover with residual ash disposed of at the Ash Land�ll in Shrewsbury; and WHEREAS,burning waste and burying toxic ash have the following impacts: causing damage to human health and the environment,wasting natural resources, generating greenhouse gases, contributing to the loss of biodiversity, and wrongly transferring health and environmental harms to other communities and future generations; and WHEREAS, the detrimental impacts of Lexington's waste disposal are exacerbated by the incineration facility and ash landfill being located adjacent to financially disadvantaged, minority, and English isolated populations, who face disproportionate environmental burdens and are at disproportionate risk for negative health outcoines, i.e., "Environmental Justice coinmunities"; and WHEREAS, food waste makes up at least 25%, and thus the biggest component, of residential waste; and WHEREAS, food waste is composed of mostly water and burning it requires additional fuel to be used, making waste hauling and incineration even less efficient and more polluting; and WHEREAS, since FY 2016, the cost of Lexington's waste incineration has increased by 20% and the cost of curbside recycling has increased by 80%; and WHEREAS, Lexington's contract for solid waste disposal expires in June 2023 and the next contract would potentially commit the town to waste disposal practices through June 2028; and WHEREAS, MassDEP proj ects that in-state landfill capacity for solid waste will decline to nearly zero by 2028, making source reduction and diversion efforts even more urgent; and WHEREAS, the state's "2030 Solid Waste Master Plan: Working Together Toward Zero Waste"has set a goal to reduce the state's total solid waste from a 2018 baseline by 30%by 2030 and 90%by 2050; and WHEREAS, The Town has adopted multiple policies and resolutions that recognize and take action on threats to our environment, human health and racial justice, in particular: 2013: Lexington Town Meeting adopted a Climate Change Resolution to consider climate change in all appropriate decisions. 2016: Lexington Public Schools contract for compost pickup in all nine schools. 2018: The Board of Selectmen adopted the Sustainable Action Plan and Getting to Net Zero Emissions Plan. 2020: Lexington Town Meeting approved a resolution endorsing the declaration of a climate emergency. 2020: Lexington Town Meeting adopted a Systemic Racism Resolution. Town of Lexington Nlotion 2022 Annual Town Meeting WHEREAS, these resolutions and policies taken together reflect the values of our conununity with respect to sustainability and environmeiital justice; and WHEREAS, the Guiding Principles of Zero Waste ("Zero Waste") are: • preserving natural resources by means of responsible production and consumption; • conserving natural resources through waste prevention; • promoting reusable products and the use of materials (glass, metal, etc.) that are durable, reusable and made from non-toxic materials; • reducing the use of single-use, non-recyclable products and materials; • treating waste as a resource; • regenerating natural resources through composting and recycling; • turning discarded resources into jobs and new products instead of trash; and • managing waste without burning and with no discharges to land, water, or air that threaten the environment and human health; and WHEREAS, Zero Waste minimizes resource consumption and eliminates waste whenever possible in order to conserve energy, mitigate climate change, reduce water usage,prevent the creation of toxins, and stop ecosystem destruction; and WHEREAS, Zero Waste redesigns our systems of resource use from a linear model of take, make, use and dispose to a circular model of reuse; and WHEREAS, Zero Waste captures our discards and uses them, instead of new resources, to make new products, creating far less pollution. NOW, THEREFORE, BE IT RESOLVED that the TOWN OF LEXINGTON will hereby: 1. Adopt and model the Guiding Principles of Zero Waste as overarching goals for the community and all municipal and school operations. 2. Develop a Zero Waste Plan as soon as possible that would: a. Include input from multiple stakeholders, including residents and Town staff; b. Establish goals that meet or exceed the state's 2030 Solid Waste Master Plan waste reduction goals; c. Recommend short- and long-term actions that address infrastructure,policies, local and regional collaboration, education and community engagement; d. Plan for town-wide compost services; e. Provide a cost/benefit analysis on each waste reduction strategy under consideration; and f. Prioritize solid waste reduction programs that minimize the impact on environmental justice communities. (Revised 03/29/2022)