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Home My WebLink About2020-02-03 SB Packet - Released SELECT BOARD MEETING Monday, February 3, 2020 Select Board Meeting Room, Town Office Building, 1625 Massachusetts Avenue, Lexington, MA 02420 7:00 PM AGENDA PUBLIC COMMENTS Public comments are allowed for up to 10 minutes at the beginning of each meeting. Each speaker is limited to 3 minutes for comment. Members of the Board will neither comment nor respond, other than to ask questions of clarification. Speakers are encouraged to notify the Select Board's Office at 781-698- 45 80 if they wish to speak during public comment to assist the Chairman in managing meeting times. SELECT BOARD MEMBER CONCERNS AND LIAISON REPORTS TOWN MANAGER REPORT ITEMS FOR INDIVIDUAL CONSIDERATION 1. Right of First Refusal- Belmont Country Club 7:10pm 2. Amendment to the Inter-Municipal Agreement Between the Towns of Lexington and 7:20pm Bedford Adding the Town of Carlisle to a Veterans' Services District 3. Draft Letter of Support for Massachusetts Historical Commission Preservation 7:25pm Award for Cary Memorial Building 4. Select Board Committee Appointments & Resignation 7:30pm 5. Update -ATM 2020 Warrant Article 26 -Amend Historic Districts Commission 7:35pm Enabling Legislation 6. 2020 Annual Town Meeting 7:45pm • Discuss Drafting Select Board Written Report • Assign 2020 ATM Articles to Select Board Members for Presentations 7. Review Action Items for Select Board Goals 8:00pm 8. Presentation of Signed Select Board Bill 8:30pm 9. Vote to Rename Selectmen's Meeting Room 8:40pm 10. Sign Presidential Primary Warrant 8:50pm 11. Review Recruitment Process for the S emiquinc entennial Commission(Lex250) 8:5 5p m 12. Special Permit Residential Development Zoning Bylaw Amendment Ad Hoc 9:05pm Committee Update CONSENT AGENDA 1. Approve One-Day Liquor Licenses ADJOURN 1. Anticipated Adjournment 9:15pm The next regularly scheduled meeting of the Select Board will be held on Monday, February 10, 2020 at 7:OOpm in the Selectmen's Meeting Room, Town Office Building, 1625 Massachusetts Avenue. Hearing Assistance Devices Available on Request All agenda time and the order of items are approximate and LeiTedia subject to change. Recorded by LexMedia AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Right of First Refusal - Belmont Country Club PRESENTER:TER• ITEM S NUMBER: Jim Malloy, Town Manager I.1 SUMMARY: Attached please find the Right of First Refusal on the Belmont Country Club property. Town Counsel is reviewing the document, as are the Planning Board and Conservation Commission. There is no need to vote on this at the 2/3/20 meeting because it will come back before the Board within the 120 days the Town has to exercise its rights. SUGGESTED MOTION: N/A FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 7:10pm ATTACHMENTS: Description Type SHERIN Q LODCEN Carla M. Moynihan 617.646.2043 cmmoynihan@sherin.corn 026156-00004 January 27, 2020 VIA HAND DELIVERY Douglas M. Lucente, Chair Nathalie Rice, Town Clerk Lexington Board of Selectmen Town of Lexington 1625 Massachusetts Avenue 1625 Massachusetts Avenue Lexington, MA 02420 Lexington, MA 02420 Gregory A. Johnson, Chair Robert Creech, Chair Lexington Board of Assessors Lexington Planning Board 1625 Massachusetts Avenue 1625 Massachusetts Avenue Lexington, MA 02420 Lexington, MA 02420 Phillip K. Hamilton, Chair Jim Montgomery, Interim Commissioner Lexington Conservation Commission Department of Conservation and Recreation 1625 Massachusetts Avenue 251 Causeway Street, Suite 900 Lexington, MA 02420 Boston,MA 02114-2104 Re: The Belmont Country Club,Inc.,M.G.L. Chapter 61B,Section 9 Notice of Intent to Sell Recreational Land lRight of First Refusal Dear Chair Lucente, Johnson, Creech and Hamilton, Ms. Rice and Commissioner Montgomery: We represent The Belmont Country Club, Inc., a Massachusetts nonprofit corporation ("Seller"), in connection with the anticipated sale of approximately 17.532 acres of its land located off of'Concord Avenue in Lexington, Massachusetts (the "Subject Property"), which is classified under Massachusetts General Laws Chapter 61B ("Chapter 61B") as "Recreational Land." As you may be aware, prior to effectuating any sale to a third party, Seller is required to notify the Town of Lexington (the "Town") as to the pending sale and provide an opportunity to the Town to purchase the Subject Property under the same terms and conditions as the PSA ............ ............................................................... ................................................................................................................ �ei n---e:"-01-o---w-)�-—------------- In accordance with Chapter 61B, §9, Seller notifies the. Town and the Massachusetts Department of Conservation and Recreation as to the following: RECEIVED __ JAN 2 8 2020 TOWN MANAGERS OFFICE 00941898.3 Sherin and Lodgen LLP 101 Federal Street Boston,MA 02110 rn t 617.646.2000 0 f 617.646.2222 is www.sherin.com 1� I 1�nw M Willi!181 1 1 1� mj�1131111 ni N11w I I Town of Lexington and SHERINZ Commonwealth of Massachusetts LODGEN January 27, 2020 Page - 2 - 1. Seller has executed that Purchase and Sale Agreement with ND Acquisitions LLC, a Massachusetts limited liability company ("Buyer"), dated January 24, 2020 (the "PSA"). A certified copy of the executed PSA is enclosed. 2. Exhibit A-1 to the PSA provides the location and acreage of the Subject Property on a map drawn at the scale of the assessors map in the Town. 3. The contact information for Seller (including name, address, and phone number) is as follows: The Belmont Country Club, Inc. 181 Winter Street Belmont, MA 02421 Attn: Bruce Hoffman Telephone: 617.484.5360 Email: bhoffmangbelmontcc.org 4. Seller intends to sell the Subject Property to raise capital to retire debt and pay for operations for the benefit of Seller's membership. 5. As referenced in Section 1.2 of the PSA, Buyer intends to use the Subject Property for, senior living facilities, which includes both a memory care assisted living rental community and independent/assisted living rental community(the"Intended Use"). 6. As indicated in Section 8.1 of the PSA, Seller intends to sell the Subject Property to Buyer on or before the date that is 30 days following the later to occur of: (i) receipt of the Town's waiver of its option to purchase the Subject Property pursuant to Chapter 61B. and (ii) the date Buyer has received its remaining approvals for the Intended Use as final and non-appealable, or if an appeal is taken, the date the appeal has been settled, dismissed, or finally adjudicated. 7. According to Sections 1.3 and 1.4 of the PSA, the purchase price is $14,223,250.00, which is due at the Closing(the "Purchase Price"). In the event the Town elects not to exercise its option to purchase, nor to assign its right to exerrke the....option.....the-T—own....is to send written notice of such non-exercise signed by the ..............................................................................................- -—-------------------------------------------- ----------------------------------------------------------------------------- Board of Selectmen to Seller. To facilitate same, we have provide.d a form of such notice for your consideration. Please do not hesitate to contact us with any questions regarding this matter, and thank you for your prompt attention. 00941898.3 '1� umJ, I gomilill, 11 11 1) Will�i ii iiii il Milo I h Town of Lexington and S H L RI ' V --" Commonwealth of Massachusetts LODGE N January 27, 2020 Page - 3 - Sincerely yours, Carla M. Moynihan ✓cc: James,J. Malloy, Town Manager, Town of Lexington Carol Kowalski, Assistant Town Manager, Town of Lexington Seth Gilbert, President, The Belmont Country Club, Inc. ........................................................................................................................................................................................................................................................................................................................................... ............................ ......... 00941898.3 AFFIDAVIT The undersigned Seth Gelber, as President of the Country Club (as defined below) ("Affiant"),being first duly sworn, deposes and says as follows: 1. Affiant is the President of The Belmont Country Club, Inc., a Massachusetts nonprofit corporation (the "Country Club"), and is duly authorized to make this Affidavit in Affiant's capacity on behalf of the Country Club. 2. The Country Club is the owner of two parcels of land situated on Concord Avenue, Lexington, Massachusetts, as more particularly described on Exhibit A attached (the "Property"). 3. Affliant is familiar with the Property and its ownership and has made due inquiry with respect to the matters set forth in this Affidavit, and as such, gives this Affidavit upon Affiant's actual knowledge. 4. The Country Club was the owner of the Property on May 25, 1982. 5. The Property was first accepted by the Board of Assessors of the Town of Lexington(the "Town") for valuation, assessment, and taxation under Massachusetts General Laws Chapter 61B ("Chapter 6111") on May 25, 1982 and on November 23, 1982, as evidenced, respectfully, by that certain Recreation Land Tax Lien recorded with the Middlesex County South Registry of Deeds (the "Registry") against the Property in Book 14864, Page 452 (the "May 1982 Tax Lien Notice") and that certain Recreation Land Tax Lien recorded with the Registry against the Property in Book 14864, Page 455 (the"November 1982 Tax Lien Notice"). 6. For at least ten (10) consecutive years from the beginning of the fiscal year following the Town's issuance of each of the May 1982 Tax Lien Notice and the November 1982 Tax Lien Notice, the Property was continuously valued, assessed, and taxed under Chapter 61 B. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] ..................................................................................................................................... ....................................................................................................................................................................... 00941896.2 IN WITNESS WHEREOF. Affiant has caused this Affidavit to be executed as of Janvc..y ay . 2020. If THE BELMONT COUNTRY CLUB, INC.. a Massachusetts nonprofit corporation By: Name: Seth Gelber Title: President COMMONWEALTH OF MASSACHUSETTS COUNTY OF MIDDLESEX On this Z4Yday of 7c4AvA(:Ay--- 2020, before me. the undersigned notary public, personally appeared Seth Gelber, as th Peient of The Belmont CountD, Club. Inc.. a Massachusetts nonprofit corporation proved to me through satisfactory evidence of identification, which was a Massachusetts Driver's License. to be the person whose name is signed on the preceding or attached document, and who swore or affirmed to me that the contents of the document are truthful and accurate to the best of his knowledge and belief. Notary Public: rE ,(""4C4- h My Commission Expires: jN4�, 11199� Awm� 1.00� 'ff'o- 'm""M idol THOMAS V. EAGAN, JR. N(Adry Public COMMONWEALTH OF MASSACHUSETTS My Commission Expires July 23, 2021 ........................................................................................................................ ................................................................................................................................... ............ ----------- 00941896 ................. EXHIBIT A Legal Description Those certain parcels of land located in Lexington, Middlesex County, Massachusetts shown as Lot A-2 and Lot B-2 on a plan entitled "Approval Not Required Plan of Land, Belmont Country Club, Watertown Street, Lots 2A Map I & Lot 2A, Map 3, Town of Lexington, Middlesex Country, Commonwealth of Massachusetts", dated April 25, 2018, prepared by Control Point Associates, Inc. recorded with the Middlesex County Registry of Deeds as Plan No. 469 of 2018. ........................................................................................................ .....................................................................................................................................—--—----------------................... ................................................. EXHIBIT A 00941896.2 NOTICE OF NONEXERCISE OF OPTION TO PURCHASE Pursuant to Massachusetts General Laws Chapter 61B, Section 9 Re: 1 Concord Avenue (Assessor's Map 3, Parcels 15 & 18), Lexington, Massachusetts 02421 We, the Board of Selectmen for the Town of Lexington, Middlesex County, Massachusetts, voted to not exercise the Town of Lexington's option to purchase on 5 2020, as set forth in Massachusetts General Laws, Chapter 61B, Section 9, concerning the land owned by The Belmont Country Club, Inc. It is understood that two parcels totaling approximately 17.532 acres are being sold to ND Acquisition LLC for use as assisted living facilities, including both a memory care assisted living rental community and an independent/assisted living rental community. The property that is covered by this notice is a portion of the property described in a Deed recorded with the Middlesex County South Registry of Deeds at Book 6736, Page 349 and is more particularly depicted as Lot A-2 and Lot B-2 on the plan of land recorded as Plan No. 469 of 2018. Signed this day of 52020. LEXINGTON BOARD OF SELECTMEN THE COMMONWEALTH OF MASSACHUSETTS Middlesex, ss. 52020 On this day of 5 2020,before me,the undersigned Notary Public, personally appeared members of the Lexington Board of Selectmen (being a Board consisting of five(5)members), provide to me through satisfactory evidence of identification, which were :1 4 - A 0 3 Massachusetts Drivers" Licenses,to 'be the persons whose names are signea to inis aocument, and acknowledged to me that they signed on behalf of the Town of Lexington voluntarily for its stated purpose. Notary Public My Commission Expires: 00941901.3 FINAL PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Aareement") is entered into effective as of January 24, 2020 (the "Effective Date") by and between THE BELMONT COUNTRY CLUB, INC., a Massachusetts non-profit corporation ("Seller"), and ND ACQUISITIONS LLC, a Massachusetts limited liability company ("Buyer"). RECITALS: A. Buyer and Seller entered into that certain Purchase Option Agreement dated effective as of February 27,2018,as amended by that certain First Amendment to Purchase Option Agreement dated March 20, 2019 (as so amended, the "Option Agreement"), pursuant to which Seller granted and gave to Buyer the exclusive and irrevocable option to purchase the Property described below in Section 1.1. B. Buyer has exercised its option under the Option Agreement to purchase the Property and Buyer and Seller are entering into this Agreement to effect the purchase and sale of the Property subject to the terms and provisions of this Agreement set forth below. NOW, THEREFORE, for and in consideration of Ten and 00/100 Dollars($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows: ARTICLE I PROPERTY AND PURCHASE PRICE Section 1.1 Pro . Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, those certain parcels of land known as Lot A-2 containing approximately 4.351 ± acres of land ("Parcel A,") and Lot B-2 containing approximately 13.181± acres of land ("Parcel B"), as more particularly described on attached Exhibit A(Parcel A and Parcel B are together referred to herein as the "Land"),together with(a) all rights, benefits, privileges, permits, entitlements, development rights, easements, tenements, hereditaments, and appurtenances thereunto belonging or appertaining thereto; (b) all of Seller's rights, easements or other interests, if any, in and to adjacent streets, alleys and rights-of-way; (c) any and all water and water rights, wells, well rights and well permits, water and sewer taps, sanitary or storm sewer capacity or reservations and rights under utility agreements with any applicable governmental or quasi-governmental entities or agencies with respect to the providing 4- 01 utility serviCes tV UIC 1_,dllkl� WgCLIXI WIL11 all 11111pa%A 11Z;1UZ0 U1 ULIIILy �,V_6;UIL3 VVIL11 1%,aF%1%1L L-t-ma%,LVO and (d) all right, title and interest of Seller in and to all assignable licenses, authorizations, approvals, development rights and permits issued by any governmental or quasi-governmental authorities relating to the operation, ownership, use, occupancy or maintenance of the Land (the Land together with all of the foregoing rights, title and interests shall be collectively referred to herein as the "Property"; and Parcel A, together with all of the foregoing rights,title and interests applicable to Parcel A shall be collectively referred to as the "Parcel A Property" and Parcel K, together with all of the foregoing rights, title and interests applicable to Parcel B shall be 00938017.2 111 1,wlfslii 111M!111111 11 11 11 M11 11 � 111 I I �Fimllll aml) mmmi M.51=mmi ....... ... collectively referred to as the "Parcel B Property" and each shall sometimes be referred to herein individually as a "Property"). With respect to water and for the avoidance of doubt, except as otherwise provided below in the proviso of this Section 1.1, Buyer agrees not to include in the Intended Development,the use of any existing wells or create any new wells for water, or design sewer, septic or storm water discharge facilities and the like that would materially impede Seller's ability (i) to irrigate its remaining land; or(ii) continue to provide the level of service it currently provides and reasonably anticipates will need to provide to its members in the future for the operation of its golf and country club;provided that, Buyer shall be able to use any existing wells or create any new wells in order to irrigate its Intended Development or to design or monitor sewer, septic or storm water discharge facilities and the like so long as Buyer provides evidence reasonably satisfactory to Seller that any such use of existing wells; creation of new wells; or design or monitoring of sewer, septic or storm water discharge facilities and the like will neither materially deplete Seller's water source in connection with the irrigation of its remaining land nor impede the Seller's ability to continue to provide the level of service it currently provides and reasonably anticipates it will need to provide to its members in the future for the operation of its golf and country club. Section 1.2 Buyer's Intended Development. Parcel A is proposed to be developed by Buyer fora 1-2 story, 48 unit "Bridges" memory care assisted living rental community with two (2)Moderate Income Units (as defined in the MOU)(the"Parcel A Intended Use")and(b) Parcel B is proposed to be developed by Buyer fora 4-5 story(above a podium as permitted by the current edition of the building code)"Waterstone"independent/assisted living rental community including 156 total units, with 116 independent living units (18 of which are to be Affordable Units (as defined in the MOU)and 4 of which are to be Moderate Income Units)and 40 assisted living units (3 of which are to be Affordable Units) ("Parcel B Intended Use") as each are described in the Watertown Street Preliminary Site Development and Use Plan, Planned Development District approved by the Rezoning. The Parcel A Intended Use and the Parcel B Intended Use, as further evidenced and required by the Approved Plans(subject to Section 1.5 hereof)shall be collectively referred to herein as the Intended Development. The definition of Intended Development notwithstanding, Buyer may, in its sole discretion, build less than the Minimum Units of the Intended Development, provided that such density reduction: (a) is necessitated as a condition of the Development Approvals (defined in Section 7.2); and (b); does not impact the site plan and building elevations, which remain materially consistent with the Plans (defined in Section 5.06). Such reduction in density as elected by Buyer shall not affect the Minimum Purchase Price, and Buyer shall not have the option to purchase only one of the two parcels. Section 1.3 Purchase Price. The price("Purchase Price")for which Seller agrees to sell and convey the Property to Buyer, and which Buyer agrees to pay to Seller, subject to the terms of this Agreement, shall be a combined Purchase Price of Fourteen Million Two Hundred Twenty- r"11 Thnimnnd Turn Ujindred Fiftv :and 00/100 Dalhars A 14:223 2 50 00) uzbicb sb2l] be n2v2ble at "Closing" (as defined in Section 8.1) in immediately available funds. Seller agrees to reasonably allocate the Purchase Price in the Deed for Parcel A and the Deed for Parcel B at Buyer's direction. Section 1.4 Earnest Mone . (a) Pursuant to the Option Agreement, Buyer has heretofore deposited earnest money in the total sum of$750,000.00 (together with any interest earned thereon,the "Earnest 2 00938017.2 E ..9,REE/i � 11 Eli Willi 111 11 011milimilill! 111111111 Min 11 a N� i �1 Win 111 1=i 11 ........... I I IIIII ((IIIIIIII (III III � � �, III � ��, III,,III/l III, IIIII��II„III„ IIIIIIII, ��lJI III, iiilllli IIIII IIIC IIIII I�� Money") with Commonwealth Land Title Insurance Company("Title Company" or"Escrow "),having an address of 265 Franklin Street, 8th Floor, Boston, MA 02110. The Earnest Money is invested by the Title Company in a federally insured money market account at the direction of Buyer. At the Closing, all interest on the Earnest Money shall be paid to Buyer, provided,however, if the Closing does not occur due to a default by either party.-interest on the Earnest Money shall be paid to the non-defaulting party. Pursuant to the Option Agreement,the Title Company has heretofore released to Seller$30,000 out of the Earnest Money ("Seller Costs Pument"),which is non-refundable to Buyer except under the circumstances set forth in Section 7.2 (Conditions Precedent to Buyer's Obligation to Close), Section 9.1 (Condemnation)and Section 10.2 (Seller Default) of this Agreement. At Closing, all of the Earnest Money (including Seller Costs Payment) shall be credited to the Purchase Price. (b) The Title Company shall hold the Earnest Money as escrow agent in accordance with the terms and provisions of this Agreement. Section 1.5 Approved Plans. The parties hereto acknowledge and agree that attached hereto as Exhibit B are the approved Plans for the Intended Development(the"ADD-roved Plans"), which shows proposed building height relative to the existing grade of the Seller's Remaining Land and the height of the trees bordering the Seller's golf course. Any material modifications to the Approved Plans, from time to time, shall be provided to Seller for Seller's review and approval (which such approval shall not be unreasonably withheld, conditioned or delayed so long as the Plans are substantially consistent with the Intended Development), in the form of graphical and other easily reproduced presentation materials for Seller's use at and during board and membership informational sessions. Seller's review and approval of any modifications to the Approved Plans shall be performed within a ten (10) business day period. If Seller fails to provide its written approval or objection to Buyer within ten(10)business days of receiving the then current draft of the Approved Plans, such version of the Plans shall automatically be deemed approved. If Seller objects in writing to the modification of the Approved Plans within the ten (10) business day period, the objection shall specifically identify the matters objected to, and explain in detail the reasons why Seller has objected. Thereafter, Buyer shall have a period of thirty (30) days after receipt of Seller's objection notice to resubmit a set of modified Plans for Seller's review and approval. In the event of any changes to the Intended Development as may be required by local or state authorities, Buyer shall revise the Approved Plans accordingly and circulate same subject to the review and approval process outlined in this Section 1.5, provided that, Seller shall have no right to object to any changes to the Approved Plans as may be required by the Town, Commonwealth or any other governmental authority unless such change materially alters the Intended Development in a way which materially and adversely affects the use of the Seller's Remaining Land as a result of(a)relocation of the access road for Parcel B closer to the boundary line of Parcel B with Seller's Remaining Land, or (b) a material reduction in setbacks or buffer XxxNA1115 1� on ...................——------------------zonesi....... materialw..... tv-. el _.heig_xht aU-----M-&-fler----- ----4Cfi, .... .................. exercised. Once the Plans have been refined to a level of detail sufficient to be submitted with the building permit application to the Town Building Department, Seller shall have a one-time right to review these final Plans (comprising the site/civil and landscape plans and the architectural plans)concurrently with formally being filed with the Town;provided that Seller's prior approval of these final Plans shall be required only to the extent the final Plans are not consistent with the Intended Development in all material respects, such approval shall not be unreasonably withheld, conditioned or delayed, and if Seller fails to provide its written approval or objection to Buyer 00938017.2 II ��i W1111 11111 1 WN, f� 01� 1� in, ...=� ...... 11m within ten (10) business days of receiving such final Plans, then such version of the Plans shall automatically be deemed approved. ARTICLE 2 ACCESS TO PROPERTY;AS-IS Section 2.1 Continued Right of Access and Investigation. During the pendency of this Agreement, Seller hereby grants to Buyer and its employees, agents, contractors and consultants (collectively, "Buyer's Representatives") continued access to the Property upon 48 hours prior notice for the purpose of conducting investigations and studies. Section 2.2 Seller's Disclaimer-,As-Is Language. EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES MADE IN THE OPTION AGREEMENT, THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, THE SALE AND CONVEYANCE BY SELLER TO BUYER OF ALL RIGHT, TITLE AND INTEREST OF SELLER IN AND TO THE PROPERTY WILL BE MADE WITHOUT ANY WARRANTY OR RECOURSE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE (EXCEPT AS EXPRESSLY SET FORTH IN THE DEED), ABSENCE OF DEFECTS (WHETHER APPARENT OR LATENT,,KNOWN OR UNKNOWN,, EASILY DISCOVERABLE OR HIDDEN), FITNESS FOR ANY ORDINARY USE, OR FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE, EVEN FOR THE RETURN OR REDUCTION OF THE PURCHASE PRICE OR OTHERWISE, THE SOLE PERIL AND RISK OF EVICTION TO BE ASSUMED BY BUYER AT CLOSING,,BUT WITH FULL SUBSTITUTION AND SUBROGATION IN AND TO ALL OF THE RIGHTS AND ACTIONS OF WARRANTY WHICH SELLER HAS OR MAY HAVE AGAINST ALL PRECEDING OWNERS OR SELLERS; IT BEING UNDERSTOOD THAT BUYER WILL TAKE THE PROPERTY"AS IS"AND"WHERE IS".BUYER HEREBY ACKNOWLEDGING RELIANCE SOLELY ON ITS OWN TITLE EXAMINATION AND INSPECTION OF THE PROPERTY,AND NOT ON ANY WARRANTIES OR REPRESENTATIONS FROM SELLER OR ANYONE ACTING ON BEHALF OF SELLER,, EXCEPT AS EXPRESSLY SET FORTH IN THE OPTION AGREEMENT, THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING. EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE OPTION AGREEMENT,THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED AT CLOSING, SELLER AND EACH PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO (A) COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING,, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS SUBSTANCES OR (B) ABSENCE OF ANY CLAIMS, WHETHER ASSERTED OR UNASSERTED, WITH RESPECT TO COMPLIANCE WITH ENVIRONMENTAL LAWS OR ENVIRONMENTAL CONDITIONS AT THE PROPERTY. 4 00938017.2 Iiii1=111 Mimi 1�i oil 11 in,, 11 11 11 miz ISSEMZMEME ,=ii iul Win issillmom 11 11=11i 11 I ICU � BUYER FURTHER DECLARES AND ACKNOWLEDGES THAT THE FOREGOING WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND REVIEWED WITH LEGAL COUNSEL OF ITS CHOOSING AND EXPLAINED TO IT IN DETAIL BY SUCH LEGAL COUNSEL AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THE FOREGOING WAIVERS. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ALL OF THE FOREGOING REPRESENTATIONS, WARRANTIES, ACKNOWLEDGMENTS, RELEASES AND WAIVERS SHALL BE DEEMED MADE AS OF BOTH THE EFFECTIVE DATE AND AS OF CLOSING DATE, AND SHALL SURVIVE THE CLOSING AND NOT BE MERGED THEREIN. ARTICLE 3 TITLE AND SURVEY Section 3.1 Delivery of Title Policy at Closing. At the Closing,as a condition to Buyer's obligation to close,the Title Company shall deliver to Buyer: an ALTA(or other form required by applicable State law) Owner Policy of Title Insurance ("Title Policy") issued by the Title Company with ALTA General Exceptions deleted, dated the date and time of the recording of the Deed in the amount of the Purchase Price,insuring Buyer as owner of good and marketable fee simple title to the Property, subject only to the Permitted Exceptions (defined below). Seller shall execute, at the Closing, an affidavit satisfactory to Buyer and to the Title Company in order for the Title Company to delete its standard printed exception as to parties in possession, unrecorded liens, and similar matters in the form attached hereto as Exhibit G. The Title Policy must contain any endorsements that the Title Company has agreed to issue during the Due Diligence Period under the Option Agreement if the requirements for issuance are satisfied. The Title Policy may be delivered after the Closing if at the Closing the Title Company issues a currently effective, duly executed "marked-up" Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the it Title Commitment promptly after the Closing Date. The term "Permitted E xceptions" shall mean those matters specifically set forth on attached Exhibit C. Section 3.2 Title and Survey Costs. Buyer shall pay for the cost of the survey of the Property obtained by Buyer and the base premium for the Title Policy,including additional premiums for extended coverage and any endorsements requested by Buyer. ARTICLE 4 MASSACHUSETTS GENERAL LAWS CHAPTER 61B. Section 4.1 Statutory Right of First Refusal. Bu....yer and Sell..............................er acknowled....................................ge and agree ..........................................................................-that Seller is obligated under Section 9 of Part I, Title IX, Chapter 61 B of the Massachusetts General Laws, as the same may be amended ("Chapter 61 B") to provide the Town of Lexington (the "Town") with a right of first refusal with respect to the transaction contemplated by this Agreement (the "ROFR"). Within five (5) business days following the Effective Date, Seller covenants,at Seller's sole cost and expense and with the understanding that time is of the essence, in compliance with the terms and conditions of Section 9 of said Chapter 61B, it will prepare and deliver to the Town a statutory notice of intent to sell such property ("Notice of Intent") which 5 00938017.2 �' f , , 1 lill'iiiiiiiiiuq��i,,o�,uq�01�J ��J�J��Ji�I��IJJI��J9J I I�I��I�I��i��;�i1,:J�lll1JJ�11�11 1 1 1�I 1J IJ,i1J J I�il JJ1JJ 1�lill J 11111 J 1 J 11 J J J J 1IlI 0 J JJ J J Illy � I��,I��ii I��I�I�I��1„» 11 J 1 notice shall include a copy of this Agreement and a description of the proposed change in use and associated real estate tax status for such property and which shall be reviewed and approved by Buyer prior to delivery to the Town. Seller shall be solely responsible for the payment of any rollback or other taxes payable with respect to any period prior to Closing arising out of or attributable to the removal of such property from tax assessment under Chapter 61 B or any change in use of such property. Pursuant to Chapter 61 B, the Town shall have one hundred twenty (120) days from delivery of the Notice of Intent from Seller within which to accept or reject the ROFR. In the event the Town timely accepts the transaction offered to the Town hereunder, Seller shall notify Buyer by providing Buyer with a copy of the Town's written acceptance within one (1) business day after Seller's receipt of such acceptance (the "ROFR Notification Date"). If, as and when the Town closes with Seller pursuant to the ROFR, this Agreement shall immediately terminate as of the date of such closing (the "ROFR Closing Date"). Notwithstanding the foregoing, Buyer shall have the right, in its sole and absolute discretion, to terminate this Agreement at any time after the ROFR Notification Date upon the execution by Buyer and delivery to Seller(with a copy to Escrow Agent)of an Early Termination and Assignment and Assumption Agreement pertaining to the Development Approvals (to the extent assignable) ("Early Termination Assignment") in the form attached as Exhibit D,which termination will be effective upon receipt by Seller of the Early Termination Assignment,regardless of whether Seller executes the Early Termination Assignment. If this Agreement is terminated pursuant to this Section 4.1, then(i) within two (2) business days of receipt of the Early Termination Assignment, the Earnest Money shall be promptly disbursed to Buyer by Escrow Agent and (ii) upon the earlier of(x)the consummation of the closing with the Town and (y) the expiration of the ninety (90) day period required under Chapter 61 B, Section 9, Seller shall promptly reimburse Buyer the Seller Costs Payment and Buyer's actual, verifiable, out-of-pocket costs and expenses (including reasonably allocated in-house legal fees)in connection with the transactions contemplated in this Agreement, including Buyer's due diligence investigations and pursuit of the Development Approvals, not to exceed $750,000.00 and neither party shall have any further obligation to the other under this Agreement except as to the obligations in this Agreement that expressly survive termination. The obligations set forth in the immediately preceding sentence of this Section 4.1 shall survive termination of this Agreement. In the event(a)the Town elects(or is deemed to have elected)not to exercise its option to purchase such property as aforesaid or(b)the Town has exercised the ROFR but for whatever reason has not closed with the Seller within the ninety(90)day period required under Chapter 61 B. Section 9, Seller shall promptly provide Buyer with written notice of such election or deemed election by the Town or failure of the Town to close(together with reasonable supporting information evidencing same), and(i) Seller shall be thereafter obtain and at Closing cause to be recorded with the Registry of Deeds, a statutory notice from the Town evidencing its election not to exercise its aforementioned right of first refusal(or its failure to close) in form It V P :V-% I -I r1po-3 0=3 (_**:� *00 11 1 0, . and suostance reason ly satisiactory to t5uyer an a ine ime t_,ompany, or�ii) iJL 3eller, UCSPILC Its diligent and good faith efforts, is unable to obtain the aforementioned statutory waiver notice from the Town, Seller shall deliver and at Closing cause to be recorded with the Registry of Deeds such affidavit(s) or other documentation reasonably satisfactory to Buyer and the Title Company evidencing the Town's election not to exercise its aforementioned right of first refusal or has failed to close having exercised such right in accordance with the terms of Chapter 61 B (such waiver described in subsection(i) or such evidence of waiver described in subsection(ii) 6 00938017.2 � ,.,,r, al> � 111�1111��1��11��» �� «<««« ��Jluiiiii�ii��i��aiii;�lll >»�111»1� 1 llll 1 �1� � �� 1 � 1 �� I�I I�III��Ilo�� '��!� ��'�� II III » ' are each a"61 B Clearance Notice"). Seller shall keep Buyer reasonably apprised of the status of Seller's efforts to obtain the 61 B Clearance Notice. ARTICLE 5 SELLER'S REPRESENTATIONS AND WARRANTIES Seller represents and warrants to Buyer as of the Effective Date, which representations and warranties shall be deemed restated at the Closing Date: Section 5.1 This Agreement constitutes the legal,valid and binding obligations of Seller and (together with all documents contemplated hereby when executed and delivered) is enforceable against Seller in accordance with its terms,as such enforceability may be modified by applicable bankruptcy laws,the laws applicable to creditors'rights generally and general equitable principles. Section 5.2 Seller is a Massachusetts non-profit corporation, duly incorporated,validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and the individuals executing this Agreement and the documents contemplated by this Agreement on its behalf are duly elected or appointed and validly authorized to execute and deliver the same. Seller has full power to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and this Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. Other than the Lender Consent and the 61B Clearance Notice, to the best knowledge of the Seller, no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, court, commission, board or public authority is required to authorize, or is required in connection with,the execution,delivery and performance of this Agreement by Seller or the taking by Seller of any action contemplated by this Agreement. Section 5.3 To Seller's knowledge, Seller has not used any oil or hazardous materials/substances (as those terms are defined in M.G.L. c. 21E) on, from or affecting the Property in any manner that is not in compliance with applicable federal, state or local environmental laws!, rules or regulations(collectively, "Environmental Laws"), and Seller and the Property are in compliance with all Environmental Laws. Except as disclosed in the environmental reports, if any, forwarded to Buyer in accordance with Section 5.01 of the Option Agreement, Seller has no knowledge and has not received any written notice from any governmental agency, body or subdivision, of the presence of any hazardous materials/substances on or emanating from the Property or from any abutting parcel. Seller has delivered to Buyer,in accordance with Section * -r-eports-and................... studies relative to the Property in Seller's possession or control. Section 5.4 No litigation, legal actions or proceedings are pending, or to Seller's knowledge threatened or contemplated, by or against Seller, or in connection with all or any part of the Property or the Seller's Remaining Land(as defined in the Option Agreement)which would materially affect the Property,or Buyer's intended use thereof,or the transactions contemplated by this Agreement. 00938017.2 i M11 I �Fffill�lllii II111i 11 �o ZMM=MZ=su �11 11 �, I mm �M1111 f,M�Iiiiij,111111 M), Section 5.5 Seller has no knowledge and has not received any written notice from any governmental agency, body or subdivision to the effect that Seller or the Property is in violation of applicable laws or ordinances of any such governmental agency, body or subdivision. Section 5.6 No condemnation or eminent domain proceedings are pending or to Seller's knowledge threatened against the Property or any portion thereof or the Seller's Remaining Land or any portion thereof. Section 5.7 Seller has not granted and to Seller's knowledge, no person, firm, corporation or other entity has any right or option to acquire, lease or occupy all or any portion of the Property or any part thereof, whether or not superior to Buyer's rights under this Agreement, except for the Town's ROFR. Section 5.8 There are no leases, subleases, licenses or occupancy agreement or any other rights to possess, whether written or oral,that affects any portion of the Property. Section 5.9 There is no agreement to which Seller is aDartv or, to Seller's knowledge, party 4;p-;, binding on Seller or the Property or any order,rule or regulation of any court or other governmental agency or official which prohibits or is in conflict with this Agreement or which would be breached by, or would materially impair, Seller's performance of this Agreement. Section 5.10 Seller has not entered into and has no knowledge of any contracts or agreements affecting the Property, except as disclosed in the Property Information delivered to Buyer pursuant to the Option Agreement. Section 5.11 There is no material fact known to Seller and not disclosed in the Property Information which would make the Property unsuitable for Buyer's Intended Development. Section 5.12 Seller is not in violation of any Terrorism Laws. The term"Terrorism Laws" means any law, regulation, rule, order, statute or ordinance relating to terrorism or money laundering, including without limitation Executive Order No. 13224 on Terrorism Financing (effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit,, Threaten To Commit, or Support Terrorism, the "Executive Order") and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the "Patriot Act"). Seller is not (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;(ii)acting for or on behalf of any other person or entity that is listed in the Annex to, or is otherwise subject to the provisions of,the Executive Order; (iii) a person or entity whom United States citizens are prohibited from dealing or otherwise engaging in any transaction with by any Terrorism Laws; (iv) a person or entity who commits,threatens or conspires to commit or -.......W------ ........... ........... ...... supports "terrorism" as defined in the Executive Order- or(v)a person or entity...that is named as...a .... . ............. 9 "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control. %.11 Section 5.13 Seller is not a party to any voluntary or involuntary proceedings in bankruptcy,reorganization or similar proceedings under the Federal bankruptcy laws or under any state laws relating to the protection of debtors,or subject to any general assignment for the benefit 8 00938017.2 i Mo M=� I 1i wl�li 111111911M��ii M�� I ii wli )10=1 of the creditors and, to Seller's knowledge, no such action has been threatened by creditors, or is contemplated by Seller. Section 5.14 The requisite number of Seller's club membership has approved the sale of the Property to the Buyer pursuant to this Agreement in accordance with its bylaws. Section 5.15 There are no written or proposed plans to widen, modify or realign any street or highway, or any existing or proposed eminent domain proceedings, which would affect the Property in any way whatsoever. There are no presently planned public improvements which would result in the creation of a special improvement or similar lien upon the Property or portion thereof. Section 5.16 No assessments for public improvements have been made against the Property which are unpaid, including,without limitation,those for construction of sewer or water lines, streets, sidewalks or curbs,nor are any such assessments pending or threatened. Section 5.17 Neither Seller nor any of Seller's agents have entered into any agreements in connection with any utilities for the Property, other than as may already exist of record. Seller has received no written notice, and to its knowledge, without independent inquiry,there is no fact or condition existing which would or could result in the termination or reduction of the current access from the Property to existing roads and highways. Section 5.18 To the best of Seller's knowledge, all copies of any Property Information delivered or made available by or on behalf of Seller are true,, correct and complete copies of all such materials that are in the possession or reasonable control of Seller. Section 5.19 Seller has received written confirmation from Citizens Bank, N.A. (the current and only holder of a first mortgage lien against the Country Club Land, including the Property) ("Lender")that it has agreed to release the Property from its lien upon the conveyance thereof to Buyer in accordance with this Agreement and the Purchase and Sale Agreement. The terms "to Seller's knowledge" or "knowledge" or "known" as they are used in this Article 5 shall mean the actual knowledge of Randall Goldstein, Andrew Cable and Seth Gelber, Club Members and members of the Board of Governors of the Seller, who has agreed to provide guidance to the Club in this transaction as a volunteer and without there being any special duty or obligation of such person to investigate or determine whether such statements made are true and correct. ARTICLE 6 BUYER'S REPRESENTATIONS AND WARRANTIES Buyer represents and warrants to Seller as of the Effective Date, which representations and warranties shall be deemed to be restated at the Closing Date: Section 6.1 This Agreement constitutes the legal,valid,and binding obligation of Buyer and (together with all documents contemplated hereby when executed and delivered) is enforceable against Buyer in accordance with its terms,as such enforceability may be modified by 9 00938017.2 ox I I 1 11� 11 Mimi 11 1� applicable bankruptcy laws, laws applicable to creditors' rights generally and general equitable principles. Section 6.2 Buyer is a limited liability company, duly organized and validly existing under the laws of the Commonwealth; and the individuals executing this Agreement and the documents contemplated by this Agreement on behalf of Buyer have been duly authorized by Buyer to execute and deliver the same. Section 6.3 Buyer is not in violation of any Terrorism Laws. Seller is not(i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) acting for or on behalf of any other person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity whom United States citizens are prohibited from dealing or otherwise engaging in any transaction with by any Terrorism Laws;(iv)a person or entity who commits,threatens or conspires to commit or supports "terrorism" as defined in the Executive Order;or(v)a person or entity that is named as a"specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control. The representations and warranties contained in Article 5 and Article 6 shall not be deemed to be merged into or waived by the instruments of such Closing and shall survive for a period of one(1) year after the Closing Date. ARTICLE 7 CLOSING CONDITIONS Section 7.1 Conditions Precedent to Seller's Oblijzation to Close. Seller's obligation to consummate the Closing shall be conditioned upon the occurrence or waiver, in writing, of the following conditions(the "Seller's Conditions Precedent") no later than the Closing Date: (a) All of the representations and warranties of Buyer contained in Article 6 hereof shall be true and correct in all material respects on and as of the Closing Date, as though republished and remade as of the Closing Date. (b) On the Closing Date,there shall then be no material breach by Buyer of its obligations hereunder. (c) This Agreement shall not have been validly terminated previously in accordance with its terms. (d) On the Closing Date, Buyer shall not be the subject of any proceeding by or against said party under any federal or state law or statute regarding bankruptcy, insolvency, fraudulent transfers,receivership,trusteeship, or assignment for the benefit of creditors by said party. (e) Receipt from the Town of the 61 B Clearance Notice. 10 00938017.2 I M111 oml �f)lnil 1101111mial W11111 ,11111"I f)", Mossli MENIMMEMMEM ii��i=I, ,, 11 �1) MMM Section 7.2 Conditions Precedent to Buyer's Obligation to Close. Buyer's obligation to consummate the Closing shall be conditioned upon the occurrence or waiver, in writing, of the following conditions (the "Buyer's Conditions Precedent," and together with Seller's Conditions Precedent,the "Closing Conditions")no later than the Closing Date: (a) All of the representations and warranties of Seller contained in Article 5 hereof shall be true and correct in all material respects on and as of the Closing Date, as though republished and remade as of the Closing Date. (b) Seller shall have performed,observed and complied in all material respects with all of the covenants, agreements and conditions required by this Agreement to be performed,observed and complied with on its part on or before the Closing Date,including, but not limited to, its obligations pursuant to Article IV. (c) This Agreement shall not have been validly terminated previously in accordance with its terms. (d) The Property shall then be in substantially the same condition as it was with respect to (i) the title to the Property from and after the latest effective date of the Title Commitment (as defined in the Option Agreement) obtained by Buyer during the Due Diligence Period (as defined in the Option Agreement), (H) Survey matters relating to the Property from and after the last date of revision of any survey of the Property obtained by Buyer during the Due Diligence Period,or(W)the environmental condition of the Property from and after the date of the environmental report obtained by Buyer during the Due Diligence Period; except to changes in any of the foregoing conditions caused by Buyer's own acts. The Property shall be delivered free of golf course Supplies, materials, soil AA stockpiles, trash and storage containers. (e) On the Closing Date,, Seller shall not be the subject of any proceeding by or against said party under any federal or state law or statute regarding bankruptcy, insolvency,fraudulent transfers,receivership,trusteeship,or any assignment for the benefit of creditors by said party. (f) No change shall have occurred subsequent to the Effective Date to any zoning regulation, municipal building restriction or any other law, ordinance, regulation, resolution or restriction of any duly constituted public authority, which change shall have a material adverse effect upon the Intended Development. (g) Buyer shall have received the 61 B Clearance Notice. (h) Buyer shall have received written evidence from Citizens Bank that It has approved the sale of the Property to Buyer and irrevocably agreed to release the Property from its lien upon the conveyance thereof to Buyer in accordance with this Agreement. 0) Seller shall have satisfied the requirements of Section VIII(A)(2) of the MOLT. 11 00938017.2 (j) On November 14, 2018, Buyer obtained the approval at Town Meeting for the Town of Lexington(the"Town")of zoning amendments for the Intended Development (as hereinafter defined) (the "Rezoning"), subject to certain conditions imposed by the Town pursuant to that certain Memorandum of Understanding between Buyer and the Town of Lexington, as joined by the Seller dated November 5, 2018, as amended by First Amendment to Memorandum of Understanding dated November 14,2018(as so amended, the "MOU"). Buyer has also obtained the approval of the ANR Plan, the Site Plan Approvals from the Town for the Intended Development on June 26,2019 and certain other approvals(collectively,the"Obtained Development Approvals") from the Town and other state or local agency or municipality with jurisdiction over the Intended Development (individually a "Governmental Authority" and collectively, the "Governmental Authorities"). Prior to expiration of the later of the Approval Period, the Extended Approval Period, or the Further Extended Approval Period (all as defined below), Buyer shall have obtained, as determined by Buyer in its sole discretion reasonably exercised, all other critical permits,consents and approvals necessary for the Intended Development from any Governmental Authority. Such critical permits, consents and approvals shall be limited to (i) the building permit, (li) laydown permit, (iii) utility connection permits, and (iv) highway access and blasting permits from all local,state and federal regulatory authorities having jurisdiction over the Property and the Intended Development including without limitation MassDOT,and amendments and extensions to the permits stated in the foregoing clauses (i) through (iv) (collectively, the "Remaining Development Approvals," and together with the Obtained Development Approvals, the "Development Approvals"). if there shall be an appeal, Challenge or Moratorium(as such terms are defined below) filed (or if filed, the appeal, Challenge or Moratorium shall not have expired, been settled, dismissed or finally adjudicated to Buyer's reasonable satisfaction in favor of granting the approval) related solely to either (i) the Obtained Development Approvals; or (ii) the Remaining Development Approvals, then (A) any Development Approval(s) subject to such appeal, Challenge or Moratorium shall not be deemed to have been "obtained" for purposes of this Agreement, and (B) Buyer shall not be required (but shall have the right) to appeal the denial of any Remaining Development Approval, commence litigation in connection with any appeal,Challenge or Moratorium concerning any of the Development Approvals, or fund any extraordinary costs, as determined by Buyer, in connection with the permitting process; provided that the 61 B Clearance Notice shall be the Seller's obligation to obtain. If not already done so, Buyer shall promptly file applications for the Remaining Development Approvals with the relevant Governmental Authorities,and shall use good faith, diligent and commercially reasonable efforts to prosecute obtaining timely issuance of all of the Remaining Development Approvals at Buyer's sole cost and expense. If Buyer is diligently, timely and expeditiously prosecuting obtaining a emaining Development Approvals but is prevented from timely performing, satisfying or obtaining same for reasons not within Buyer's control, such failure shall not be deemed a default by Buyer under this Agreement. Seller shall cooperate with Buyer's permitting efforts without incurring any out- of-pocket costs therefor and shall in its own name execute all documents required for the Remaining Development Approval process when requested by Buyer, including,without 12 00938017.2 limitation,the BCC Conservation Restriction(as defined in the MOU). Upon Seller's request from time to time,Buyer shall provide Seller with an update on Buyer's progress in obtaining the Remaining Development Approvals. The "Approval Period", as used herein and as the same may be extended for the Extended Approval Period and Further Extended Approval Period, shall mean the period commencing on May 28, 2018 and ending on February 28, 2020. Notwithstanding the foregoing, Buyer shall have the right to extend the Approval Period for a period of three (3)additional three (3)month extensions("Extended Approval Period")by providing written notice to Seller prior to the expiration of the Approval Period, as may have been extended and with no additional Earnest Money required. Notwithstanding the foregoing, if during the Approval Period or Extended Approval Period, any Obtained Development Approval(s)or Buyer's efforts to obtain the Remaining Development Approvals are met with an appeal, Challenge and/or Moratorium and Buyer is actively prosecuting and/or defending such appeal, Challenge and/or Moratorium, Buyer may further extend the Approval Period to a date until such appeal, Challenge and/or Moratorium is finally adjudicated in favor of Buyer, settled or dismissed to Buyer's satisfaction,,but in no event beyond an outside date of November 28,2021 (the "Further Extended Approval Period"). As consideration of the foregoing,Buyer shall periodically update Seller on the progress of its efforts to secure the Remaining Development Approvals,and shall provide reasonable advance notice and an opportunity for Seller to attend any and all meetings with local and state officials in connection with the Remaining Development Approvals. As used herein,the term"Challenge" shall man any lawsuit,administrative appeal, judicial challenge or filing of a petition for a referendum by vote of the electorate of any entitlements, and the term "Moratorium" shall mean a moratorium imposed or announced by any federal, state or local governmental or quasi-governmental entity, utility provider, body, authority, district, department or any other person or entity having jurisdiction over the Property or Buyer's Intended Development, the effect of which would be to preclude or materially hinder the issuance of Remaining Development Approvals or the issuance of a building permit. The parties shall cooperate with each other in all reasonable respects in pursuit of the Remaining Development Approvals including,without limitation,promptly signing and delivering applications and zoning amendments at no direct cost to the Seller. At Closing, Seller will assign all of its rights, title and interest in the Development Approvals to Buyer for no additional consideration and will cooperate subsequent to Closing at no direct cost to it in getting any Development Approvals issued in Buyer's name (which obligation shall survive Closing). -:C tu;&- 4"reement to t6a pentrAry if(A� lRuvar h2g: S,all 1JL L111a AJL %A&,f INOM 11 L Ullig ally F-tVV not obtained all Remaining Development Approvals on or before the date of expiration of the Approval Period (as may have been extended hereunder) for any reason whatsoever, other than Buyer's failure to diligently, timely and expeditiously prosecute obtaining all Remaining Development Approvals, or if(B) any stipulations, restrictions or conditions arising in connection with any Remaining Development Approval (including, without limitation,those related to mitigation payments,or operations),other than any stipulations, restrictions or conditions in the Obtained Development Approvals, make the Intended 13 00938017.2 ��I�r�1�" j�""'�i'' � J Il IIIIIII ll lIIJJIIIIIJIJl111JJJJDIIIIIJIJI Jll ��"11 "�;f f li"I l 1 1111J1 111 J II " I�II II 1 J I I J J««< "I, III 1 JDJI� II II II II I I I 1 I III«1 «<III J««««" III IIIIII««I««««"° Development uneconomical or otherwise materially impact the Intended Development's operations or value from Buyer's perspective, or if(C) Buyer shall, at any time after the Effective Date,, determine, in Buyer's sole and absolute discretion reasonably exercised, that there will likely be excessive costs (except, however, excessive costs shall not be deemed to include costs resulting from stipulations, restrictions or conditions in the Obtained Development Approvals) directly or indirectly related to difficulty or delays encountered in the process of obtaining any Remaining Development Approvals including, without limitation, in pursuing or defending any appeal with respect to any Remaining Development Approval) which likely make the Intended Development uneconomical or otherwise materially impact the Intended Development's operations or value from Buyer's perspective, then, Buyer shall have the right to terminate this Agreement by written notice given to Seller at any time on or before the date of expiration of the Approval Period(as may have been extended hereunder), in which event the Earnest Money, and all interest earned thereon,except for the Seller's Cost Payment,shall be returned to Buyer,and this Agreement shall be null and void and of no further force or effect, except as otherwise provided herein. Notwithstanding anything in the foregoing subsection(C)or elsewhere in this Agreement to the contrary,(a)Buyer hereby waives any right to assert that any stipulations,restrictions or conditions contained in the Obtained Development Approvals makes the Intended Development uneconomical or otherwise materially impacts the Intended Development's operations or value from the Buyer's perspective and(b) from and after the Effective Date, if Buyer determines in its sole and absolute discretion reasonably exercised that any stipulations,restrictions or conditions contained in any Remaining Development Approval makes the Intended Development uneconomical or otherwise materially impacts the Intended Development's operations or value from the Buyer's perspective, Buyer shall give notice thereof to the Seller not later than ten (10) Business days after the earlier to occur of Seller's (i) receipt of such Remaining Development Approval, or (ii) actual knowledge of the terms and conditions of such Remaining Development Approval, or Buyer shall be deemed to have waived any right, if any, to terminate this Agreement as a result of such stipulations, restrictions or conditions contained in such Remaining Development Approval. For the avoidance of doubt nothing in this Agreement(i)waives or estops Seller's right to claim that Buyer did not have the right to terminate pursuant to this Section or waives or estops Buyer from disputing such claim, or (ii) gives either party the right to terminate this Agreement for any reasons other than those expressly permitted in this Agreement. (k) Buyer shall have obtained all necessary utility connection and highway access permits from all local, state and federal regulatory authorities having jurisdiction over the Property and the intended Development. Section 7.3 Failure of Condition. (a) If, on or prior to Closing, Seller discloses to Buyer or Buyer discovers that any of Buyer's Conditions Precedent to Buyer's obligation to close hereunder is not satisfied, then Buyer shall promptly give Seller written notice of its objection thereto. In the event such Buyer's Conditions Precedent are within Seller's control or which Seller is 14 00938017.2 pi Eli�i wmoii mil mm�isssii ��=I, , I III J,Ism''i I 1�=nlll 11 �1 .....mmll otherwise obligated to cure, Buyer and Seller shall postpone the Closing for thirty (30) days,and Seller shall use commercially reasonable efforts to satisfy or cure such objection during such thirty (30) day period which shall not require the expenditure of more than $100,000(except for Mandatory Cure Items(as defined in the Option Agreement))to cure the matter or matters objected to by Buyer. If Seller fails, after commencing, to cure the objection as provided above within said thirty(30)day period, Buyer shall have the option of(a)waiving any such objection and electing to close by providing written notice to Seller within ten(10)days following expiration of such thirty(30)day period,or(b)terminating this Agreement by giving written notice to Seller and the Title Company within ten (10) days following expiration of such thirty(30)day period,and the Title Company shall return the Earnest Money to Buyer,and Seller shall return the Seller Costs Payment to Buyer,and neither party shall have any liability to the other except for those obligations that explicitly survive the early termination or Closing of the transaction contemplated under this Agreement. Nothing in this Section 7.3(a)is intended to limit Buyer's rights under Section 10.2 below. (b) If, at Closing, Buyer discloses to Seller or Seller discovers that any of Seller's Conditions Precedent to Seller's obligation to close hereunder is not satisfied (except for the 61 B Clearance Notice),then Seller shall promptly give Buyer written notice of its objection thereto. In the event such Seller's Conditions Precedent are within Buyer's control or which Buyer is otherwise obligated to cure,Buyer and Seller shall postpone the Closing for thirty(30)days,and Buyer shall use commercially reasonable efforts to satisfy such condition precedent or cure such objection except for the 61 B Clearance Notice during such thirty(30)day period which shall not require the expenditure of more than$100,000. If Buyer fails, after commencing, to cure the objection within said thirty (30) day period, Seller shall have the option of(a)waiving such objection and electing to close by providing written notice to Buyer within ten (10) days following expiration of such thirty (30) day period, or (b) terminating this Agreement by giving written notice to Buyer and the Title Company within ten(10) days following expiration of such thirty(3 0) day period, and the Title Company shall return the Earnest Money to Buyer and Seller shall return the Seller Costs Payment to Buyer, and neither party shall have any liability to the other for those obligations that explicitly survive the early termination or Closing of the transaction contemplated under this Agreement. Nothing in this Section 7.3(b) is intended to limit Seller's rights under Section 10.1 below. ARTICLE 8 CLOSING Section 8.1 Clo The consummation of the transaction contemplated by this .A.1 Agreernent-f0o m)-shaR occur-WOUg-l-r-an....escrorw"affangement.....for- the....delivery -.of-c-losing documents and the purchase price hereunder to the Title Company or at such other location to which the parties may agree,and shall take place at 2:00 P.M.thirty(30)days following the later to occur of (a) receipt from the Town of the 61 B Clearance Notice and(b)the date upon which the Remaining Development Approvals have been obtained by Buyer as final and non-appealable, or if an appeal is taken,the date upon which such appeal has been settled,dismissed or finally adjudicated to Buyer's satisfaction("Closing"). Notwithstanding the foregoing,Buyer shall have the right to accelerate the Closing upon ten(10)days prior notice to Seller. 15 00938017.2 'On 1�30 ffi� =In,M=Iim=, iili 1i 1� 11 11 f, a 11 11 ��11ii�i� 1 � l 1„ i�illll � 1�4II I��i �� II �pll,�u��I I 1 III II � Section 8.2 Seller's Deliveries in Escrow. At the Closing, Seller shall deliver or cause to be delivered to the Title Company the following documents (collectively, the "Seller's Closing Documents"): (a) Deed. A Quitclaim Deed for each of Parcel A and Parcel B substantially in the form attached hereto as Exhibit E (the "Deed"),executed and acknowledged by Seller conveying to Buyer good and marketable title to the Property, free and clear of all tenants and occupants and free of encumbrances, subject only to the Permitted Exceptions,and the following matters: (i) the ANR Plan and Development Approvals; (ii), the Deed shall contain language to the effect that Buyer does not acquire any vested right or easement, prescriptive or otherwise, to use any other portion of the Seller's Remaining Land in any manner except as provided in the CCREA or except as may presently or hereafter exist through a document or instrument recorded against the Property and/or the Seller's Remaining Land; and (iii) any taxes on the Property for the then current tax year as are not yet due and payable on the Closing Date. (b) General Assignment. A General Assignment substantially in the form attached hereto as Exhibit F(the"Assignment").,together with any other assignments,documents and certificates,in a mutually agreeable form executed by Seller,as Buyer may reasonably require in order to fully and completely transfer and assign to Buyer all of Seller's right, title, and interest, in and to any utility rights, capacity and reservations, impact fee or utility credits relating to the Property, all assignable licenses, authorizations, approvals and development rights and permits,including the ANR Plan and Development Approvals. (c) Section 15 of Chapter 61B. A certificate of the Town pursuant to Section 15 of Chapter 61 B indicating that no amounts are owing and due to the Town. (d) ROFR. The 61B Clearance Notice, in form and substance reasonably satisfactory to Title Company and Buyer. (e) FIRPTA. An affidavit of Seller stating Seller's U.S. taxpayer identification number and that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. (f) Authority. Evidence of existence, organization, and authority of Seller and the authority of the person executing documents on behalf of Seller,reasonably satisfactory to Buyer and the Title Company. (g) Seller's Affidavit. A seller's affidavit in the form attached hereto as Exhibit G x in order to delete inted exceptions relating to: (i)mechanics' or materialmen's liens and(ii)the legal existence and good standing of Seller and the legal existence, good standing and authority of the Persons who are executing the various documents on behalf of Seller in connection with the sale of the Property and (y)to provide so-called gap coverage from the latest effective date of the Title Commitment as to all Encumbrances other than Permitted Exceptions. (h) Payoff Letters and Lien Releases. Payoff letters from each holder of a monetary lien as to the Property,confirming the payoff amount due to the holder(s)of such 16 00938017.2 I I l 1 (I,1�1 .l�r 11111 ll l ll � ll ll Il � l� ll illlulllllo��>I��)I>!III��II I>I��o II III1I11I1lo1il��)��1��Illlll�l)l�lil��l�lllll�iil��l�o��i��illiw m,............. � 1 ' � ;' ' �� 111�I I IIIDDIIJJ��I�III�«<<"�1�` I I 1 l�1<««"1J111 I J�111111!ll��I 1!1 I IJJJ JJ 1 1 11J JJ �J JJ J 11 �JJJ1 �� JJJ� J I JJ�J JJJ JJ) J J J JJJIJJ� JJJJJ�11 1 J�J�J��I1111J Il�J IIIIII I��iii�� JIII111111IIIII II f�II�II��,«I� monetary lien,together with corresponding lien releases(duly executed by such lien holder and in recordable form) for the full release, satisfaction and discharge of each mortgage affecting the Property. Mortgage discharges from institutional lenders may be provided post-closing in the ordinary course of the mortgagee's business, but only if acceptable to the Title Company. 0) Bring Down Certificate. Seller's certificate certifying in writing that all of the representations and warranties made by Seller in this Agreement continue to be true and correct in all material respects as of such Closing Date as if the same were made on such Closing Date. 0) CCREA. Seller's duly executed and acknowledged counterpart to the Conditions,Restrictions and Easements Agreement in the form attached hereto as Exhibit H (the "CCREA"). (ii) 1099. A Form 1099 to be filed with the Internal Revenue Service. (iii) Closinp, Statement. The Closing Statement executed by Seller. (iv) Tax Apportionment Avueement. A tax apportionment agreement with respect to the pro rata payment of Real Estate Taxes (taking into account for any improvements on any portion of the Seller's Remaining Land for which Seller shall be responsible)for the period following closing until the Property and the Seller's Remaining Land are separately assessed(the "Tax Apportionment Agreement") executed by Seller. (v) Conservation Restriction. Seller's duly executed and acknowledged counterpart to the BCC Conservation Restriction contemplated under the MOO and related materials. (vi) Additional Documents. Any additional documents that Buyer or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement, including, without evidence of the clearance of any matters encumbering the Property that do not constitute a Permitted Exception and that Seller is obligated or has agreed to discharge. Section 8.3 Baer's Deliveries in Escrow. At the Closing,Buyer shall deliver to the Title Company the following: (a) Purchase Price. The Purchase Price (after crediting the Earnest Money (including the Seller Costs Payment)), plus or minus applicable prorations, deposited by ........... ...........p-d"n y'i...h""immediate,... , s'd-m""'..........e-da".....y............fie""d e".....r,""'a 1..... s" d-Il""o-r- any part ot Buyer wit the it e which may be the proceeds of a loan) wired for credit into such account as the Title Company may designate. (b) Authorily. Evidence of existence, organization, and authority of Buyer and the authority of the person executing documents on behalf of Buyer, reasonably satisfactory the Title Company. 17 00938017.2 Mj BEIM 1 =Zlz Will xili nm f,�Iil 11=m"ll, (c) Bring Down Certificate. Buyer's certificate certifying in writing that all of the representations and warranties made by Buyer in this Agreement continue to be true and correct in all material respects as of such Closing Date as if the same were made on such Closing Date. (d) CCREA. Buyer's duly executed and acknowledged counterpart to the CCREA. (e) Closing Statement. The Closing Statement executed by Buyer. (f) Tax Apportionment A g reement. Buyer's duly executed counterpart of the Tax Apportionment Agreement. (g) Additional Documents. Any additional documents that Seller or the Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement. Section 8.4 Closing Statements/Escrow Fees. At the Closing, Seller and Buyer shall execute a closing statement including a schedule of the prorations and adjustments consistent with this Agreement to be prepared by Seller and Buyer and executed on the Closing Date(the"Closing Statement"). The Title Company's escrow fee shall be paid by one-half by Seller and one-half by Buyer. Section 8.5 Possession. Seller shall deliver possession of the Property to Buyer at the Closing subject only to the Permitted Exceptions, unless otherwise expressly waived by Buyer in accordance with this Agreement. Section 8.6 Taxes and Special Assessments. General real estate taxes ("Taxes") for the then-current calendar year or other applicable tax period shall be apportioned or prorated between Seller and Buyer as of the close of the day preceding the Closing Date. If final tax statements for the calendar year or other applicable tax period in which the Closing occurs are not available at Closing, Buyer and Seller shall prorate Taxes for such calendar year or other applicable tax period based upon the most recent ascertainable assessed values and tax rates. All prorations shall be based upon a fraction determined by dividing the number of days elapsed up through the date immediately preceding the Closing Date by 365 (or, if applicable, 366). The parties shall make the appropriate adjusting payment between them when the final tax statements are available. If the Property is taxed as a portion of a larger parcel,the parties agree to pay the Taxes covering the year of Closing for the entire larger parcel to the taxing authorities at the Closing, or,if the tax bill is not available, pay into escrow the estimated amount of said bill for payment by the Title Company directly to the taxing —authorities when the tax bill becomes available and execute and deliver such documentation before __ ____.......... .......... ................................ _...................... .......... ............... ........... _.................. and after Closing as may be necessary to cause the Property to be assessed as a separate parcel. If the Property is part of a larger parcel, tax liabilities shall be allocated on a pro rata basis based on the square footage of the larger parcel and the square footage of the Property(with Seller solely liable for any taxes related to any improvements in the Remaining Land). Seller shall pay at or before the Closing any special assessments due and owing at the time of the Closing. The provisions of this Section 8.6 shall survive closing. 18 00938017.2 M1 I z � .......... ... 11 im 11 1IJ I f81 11 M �w , Section 8.7 Documentary and Transfer Taxes. Documentary, transfer, conveyance and similar taxes imposed under state or local law,including any conveyance taxes imposed under Chapter 6 1 B,upon the conveyance of real property and arising under this transaction shall be paid at Closing by Seller as well as the cost of recording the CCREA and any other documents required to clear title to the Property. Seller and Buyer shall each pay all other expenses,charges or costs for which sellers and buyers, respectively, are customarily responsible in real estate transactions in Massachusetts. Each party shall be responsible for the cost of its respective counsel, except as expressly provided in this Agreement. Section 8.8 Appointment of Escrow Agent and Escrow Instructions. (a) Appointment of Escrow Agent. The Escrow Agent is hereby appointed to serve in the capacity as escrow agent hereunder and the Escrow Agent hereby accepts such appointment. (b) Establishment of Escrow. The escrow shall be established upon the receipt by the Escrow Agent from Buyer of the Earnest Money in immediately available funds. As used in this Agreement,the term "Escrowed Funds" shall mean the Earnest Money(as the same may be increased pursuant to the provisions of this Agreement),together with all of the interest, if any, earned thereon. Escrow Agent agrees to hold,keep and deliver the Escrowed Funds and all other sums delivered to it pursuant hereto in accordance with the terms and provisions of this Agreement. W Holding Escrowed Funds. The Escrow Agent shall receive the Earnest Money and shall deposit the same into an interest-bearing money-market account in the name of the Escrow Agent as escrow agent for Seller and Buyer,to be disbursed in accordance with the terms of this Agreement. Buyer and Seller agree that,upon any disbursement of all or any portion of the Escrowed Funds pursuant to this Agreement,the interest earned thereon shall be disbursed to the party receiving the Escrowed Funds (or such portion thereof). Seller and Buyer each acknowledge that an interest-bearing account cannot be opened nor any investment of the Escrowed Funds made until the Escrow Agent has received from Buyer a completed IRS Form W-9. The parties hereto certify to Escrow Agent that they are aware that Federal Deposit Insurance Corporation("FDIC")coverages apply only to a cumulative maximum amount of Two Hundred Fifty Thousand and 00/100 Dollars($250,000)for each individual deposit account for all of a depositor's accounts at the same or any related institution. The parties hereto further understand that certain banking instruments such as,but not limited to,repurchase agreements and letters of credit are not covered at all by FDIC insurance, and no such banking instruments or other instruments or securities shall be purchased by the Escrow Agent. ........... ............... r-se-ment-of E,scrowed-Funds, `The.,..Escrow,Agent.shall-di.sburs,e,the, Escrowed Funds as follows: (i) Pursuant to Closing. The Escrow Agent shall disburse all funds deposited with the Title Company by Buyer in payment of the Purchase Price as more particularly described in this Agreement. 19 00938017.2 Iasi11 J Il"J'1 I111JIlIII�JIJJIIJIIIIJJ�9 0«ul �� 11«"i�'ill I < «««< ,J 1 (jlllll (ii) Upon Termination of this Agreement by Seller or Buyer. If the Escrow Agent receives at any time either: (1) a written notice signed by Buyer (a "Buyer's Termination Notice") stating that Buyer has terminated this Agreement in accordance with the terms hereof; or (2) a written notice signed by Seller (a "Seller's Termination Notice") stating that Seller has terminated this Agreement in accordance with the terms hereof and is entitled to receive the Escrowed Funds, then, the Escrow Agent shall send a copy of such notice to the other party in the manner provided under Section 11.16 hereof. If, having given a copy of the Termination Notice to the other party, the Escrow Agent does not receive a written notice from such other party(a"Response Notice") disputing the claim to the release of the Escrowed Funds as set forth in such Termination Notice within five(5)business days after so giving a copy of the relevant Termination Notice to the other party, and the Escrow Agent has given a second Termination Notice to such other party,and such other party fails to respond within five (5) business days after giving of such second Termination Notice, Escrow Agent shall disburse the Escrowed Funds to the party that authored the subject Termination Notice. If the Escrow Agent receives a Response Notice within such five-business day period disputing the right of the party giving such Termination Notice to receive the Escrowed Funds, the Escrow Agent shall hold the Escrowed Funds pending further written instructions signed by both Seller and Buyer or may deposit the Escrowed Funds into court pursuant to Section 8.8(i) hereof. (e) Written Instructions. Notwithstanding anything to the contrary in Section 8.8(d)(ii)hereof, or if no notice is received by the Escrow Agent pursuant to Section 8.8(d)(ii), the Escrow Agent shall disburse the Escrowed Funds promptly upon receipt of written instructions signed by both Seller and Buyer stating the party to whom the Escrowed Funds shall be disbursed. (f) Action by the Escrow Agent on Directions. Nothing herein contained shall be deemed to impose any duty upon the Escrow Agent to exercise discretion, it being the intention of Buyer and Seller that the Escrow Agent shall not be obligated to act except in accordance with the express provisions of this Agreement. Provided that it complies with the terms of this Agreement, the Escrow Agent shall be fully protected in any action or omission to act taken in good faith hereunder and shall suffer no liability for any act or omission to act taken on advice of its counsel. (g) Reliance by the Escrow Agent on Documents. The Escrow Agent is hereby empowered to act upon, and shall not incur any liability whatsoever for acting upon,any instrument,notice or other document reasonably believed by the Escrow Agent in good faith to be genuine and to be signed and presented by the proper person or persons. The Escrow Agent 20 00938017.2 Emil J11AMMull MMIMMME .......f ..../ '''M III=Mim,I", shall not be bound by any modifications of this Agreement unless the same are in writing and signed by Seller, Buyer and the Escrow Agent. (h) Deposit of Escrowed Funds into Court. In the event of any dispute between Seller and Buyer or between any party and the Escrow Agent concerning the Escrowed Funds,the Escrow Agent may deposit the Escrowed Funds with the Clerk of any Court sitting in the City of Boston, County of Suffolk, Commonwealth of Massachusetts,possessing competent jurisdiction over such matters and commence an interpleader action naming as defendants Seller and Buyer to determine their relative rights to the Escrowed Funds, and upon so doing the Escrow Agent shall cease to have any other obligations hereunder with respect to the Escrowed Funds. 0) Liability of the Escrow Agent. The Escrow Agent shall not be bound by any a greement between Buyer and Seller whether the Escrow Agent has knowledge of the existence of such agreement or not,nor shall the Escrow Agent be required to determine the amount or validity of any claim made by Buyer or Seller against the other,the Escrow Agent's sole responsibility being to deliver the Escrowed Funds to Seller or Buyer or to deposit the Escrowed Funds into court. Seller and Buyer hereby jointly and severally release and waive any claims either or both of them may have against the Escrow Agent which may result from its performance in good faith of its responsibilities under this Agreement,including,but not limited to, a delay in the electronic wire transfer of funds. 0) Indemnification of the Escrow Agent by Buyer and Seller. Buyer and Seller agree to jointly and severally indemnify and hold the Escrow Agent harmless from and against all liability, loss, cost,damage or expense,including reasonable attorneys' fees and disbursements, in connection with any action, suit or other proceeding involving any claim which in any way relates to or arises out of this Agreement or the services of the Escrow Agent hereunder, except such as result from the gross negligence or willful misconduct of the Escrow Agent. (k) This transaction shall be governed by the Title and Practice standards of the Massachusetts Real Estate Bar Association, as such standards exist as of the date hereof, except to the extent that any of such standards are inconsistent with an express term or provision of this Agreement. ARTICLE 9 CONDEMNATION Section 9.1 Taking Prior to Closing. Prior to Closing, risk of loss with regard to the Property shall be borne by Seller. If,prior to Closing,the Property becomes subject to a taking by virtue of eminent domain, to any extent whatsoever, Buyer shall have the option, which must be exercised by Buyer within fifteen(15)days after its receipt of written notice from Seller advising of such taking, to terminate this Agreement or to proceed hereunder in accordance with the other terms and provisions hereof. If Buyer elects to terminate this Agreement Buyer shall provide written notice thereof to Seller and the Title Company and the Title Company shall promptly return the Earnest Money to Buyer and Seller shall return the Seller Costs Payment to Buyer, and all rights, duties, obligations and liabilities created hereunder shall cease. If Buyer elects to proceed 21 00938017.2 om��W1111MI, i lull o, 11 1 Milli in, f,W�Iil ,If,�i Will Iii,wi ... ��,» � �� >»��1�11111��11�1�1��1��1��»»� I I I�««<<llll >>11111111� 11«« 1<< 1�111>>< 11111111 1111 11�11�11 1� 1<<««<l l l �� 1��l 1 1 �111» 1 ill «< 11 �� i ii hereunder in accordance with the other terms and provisions hereof, then Seller shall assign to Buyer in writing all of Seller's right,title and interest in and to any and all condemnation or eminent domain proceeds payable as a result of such taking and provide a credit to Buyer at Closing for the amount of any such proceeds collected prior to Closing. ARTICLE 10 REMEDIES Section 10.1 Buyer Default. If all of the conditions to Buyer's obligation to buy the Property have been satisfied or waived in writing by Buyer and if Buyer should fail to consummate this transaction for any reason other than Seller's default, failure of a condition to Buyer's obligation to close,or the exercise by Buyer of an express right of termination granted herein,and such failure shall remain uncured for a period of ten (10)business days following written notice thereof from Seller to Buyer, Seller's sole and exclusive remedy in such event shall be to terminate this Agreement by notifying Buyer and the Title Company in writing and to retain the Earnest Money as liquidated damages, Seller waiving all other rights or remedies in the event of such default by Buyer. The parties acknowledge that Seller's actual damages in the event of a default by Buyer under this Agreement will be difficult to ascertain, and that such liquidated damages represent the parties'best estimate of such damages. Section 10.2 Seller Default. If Seller shall default in the performance of any of its obligations hereunder,and such failure shall remain uncured for a period of ten(10)business days following written notice thereof from Buyer to Seller,then Buyer may(i)terminate this Agreement by notifying Seller and the Title Company in writing thereof and receive a full and immediate refund of all of the Earnest Money(including the Seller Costs Payment),and Seller shall promptly reimburse Buyer for its actual,verifiable,out-of-pocket costs and expenses in connection with this Agreement, Buyer's due diligence investigations and pursuit of the Development Approvals, not to exceed $750,000-00 (and such obligations shall survive termination of this Agreement), or (ii) enforce specific performance of the obligations of Seller hereunder, or(iii) seek any other rights, recourses, or remedies available to Buyer whether hereunder, at law, or in equity if specific performance is not an available remedy. ARTICLE 11 MISCELLANEOUS Section 11.1 Listinp,and Other Offers. During the pendency of this Agreement, Seller shall not list the Property with any broker or solicit or accept any offers to purchase the Property or enter into any agreements (binding or not binding)to sell the Property(or any portions thereof or interests therein),or engage in any discussions or negotiations with any third party with respect to the sale of the Property(or any portions thereof or interests therein). Section 11.2 Commissions. If and only if, as and when the transaction contemplated by this Agreement is consummated and the deed conveying the Property from Seller to Buyer is recorded, Seller shall pay to Property Search, Inc. ("Broker") a commission pursuant to separate agreement between Seller and the Broker. Both Buyer and Seller have represented and warranted that they have not employed any other agents, brokers or other such parties in connection with this transaction, and each agrees that it shall indemnify and hold the other harmless from and against 22 00938017.2 11 1 l il J, 11 11 � 111111 11 1 any and all claims of all agents, brokers or other such parties claiming by, through or under the respective indemnifying party. Section 11.3 Parties Bound. (a) Buyer may assign or transfer its rights under this Agreement to affiliates without any prior consent from Seller. (b) Until such time as the Parcel A Intended Development and the Parcel B Intended Development as each are authorized by the Development Approvals (each a "Project"), as the case may be, has received a certificate of occupancy (temporary or final) or such other similar instrument allowing legal occupancy of the applicable Project from the Town of Lexington, Buyer may not assign this Agreement or sell such applicable Project to any unaffiliated third party without Seller's consent, which consent Seller may withhold in its sole discretion; provided however, that this Section I ) shall not apply to any of the following transactions: (1) The encumbrance of the applicable Property or any portion thereof by a mortgage, deed of trust, security agreement and/or other instrument securing an obligation to pay money secured by the Property(or any portion thereof); (2) The foreclosure of any mortgage, deed of trust or other security interest held against the applicable Property or any portion thereof or any conveyance in lieu of foreclosure of such security interest, and this Section 11. shall terminate and be of no further force or effect after any such foreclosure or conveyance in lieu thereof; (3) Any lease(except ground lease), license or use agreement affecting all or any portion of the applicable Property made in the ordinary course of operating, maintaining or developing the applicable Property, or any easement or similar grant affecting all or any portion of the applicable Property; (4) Any agreement to sell and the consummation of such sale of all or any portion of the applicable Property, provided, that the closing under such agreement is conditioned upon Buyer's (or its affiliates) final completion of the applicable Project; (5) Any sale of direct or indirect interests in Buyer or its successor in interest; provided, that an affiliate of Buyer continues to control or be under common control of the entity which owns and is developing all or any portion of the Intended Development, subject to customary major decisions in the context of a joint venture arrangement with an equity investor; or (6) The exercise of any buy-sell or similar exit rights or removal or other similar right in the event of a default by the manager,member or partner under any joint venture or other similar agreement for an entity that directly or indirectly owns the applicable Property. 23 00938017.2 1� i ii ii ii it ii 11 ii ii f, 11 lvgllpllmml�Is ��M� M�x M� �IfFm�Z� M�M� '31 MEESE= I 1� I 1 ��I�1 � I � ��11J I��»,�,�IIII��I��I��I��P�� 1 III 11�� I I11 >I I I I I1 1 I111 �� II11 I I �I1 �� ) 'Il Ill I 1 D I II III III (c) Subject to the foregoing, this Agreement and all provisions hereof, including, without limitation, all representations and warranties made hereunder, shall extend to, be obligatory upon and inure to the benefit of the respective successors,assigns, and beneficiaries of the parties hereto. No assignment by either party shall relieve such party of any obligation under this Agreement whether arising before or after such assignment. This Section 11.3 shall survive Closing. Section 11.4 Tea The article and Section headings of this Agreement are for convenience only and do not limit or enlarge the scope or meaning of the language hereof. Section 11.5 Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative,then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall be deemed not to be a waiver of such party's right to enforce against the other party the same or any other such term or provision. Section 11.6 Governing Law. This Agreement and said other instruments shall, in all respects, be governed, construed, applied and enforced in accordance with the state in which the Property is located. Section 11.7 No Third Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions or remedies to any person or entity as a third party beneficiary,decree,or otherwise. Section 11.8 Entirety and Amendments. This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by both parties. Section 11.9 No Conseguential. or Special Damages. Neither party shall be liable to the other party or any of its respective affiliates for any prospective or speculative profits, or special, indirect, incidental or consequential damages, whether based upon contract, tort or negligence or in any other manner arising from this Agreement or transaction contemplated by this Agreement. Section 11.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement. To facilitate execution of this Agreement, the parties may execute and exchange by electronic mail or telephone facsimile counterparts of the signature pages. Section 11.11 Further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by Seller to Buyer at the Closing, Seller agrees to perform, execute and/or deliver or cause to be delivered, executed and/or delivered, but without any obligation to incur any additional liability or expense,after the Closing any and all further acts, deeds and assurances as may be reasonably necessary to consummate the transactions contemplated hereby and/or to further perfect and deliver to Buyer the conveyance, transfer and assignment of the Property and all rights related thereto. 24 00938017.2 mill m�I !1�!I Il Ill�llli�I�� loo» „„;,I II,�� II J I 111 J� I�' 1 1 ��II�!��1! I ! 1 I � 1��i I��,,, ID Illll�lli! ,,,,, Section 11.12 Time. Time is of the essence in the performance of each and every term, condition and covenant contained in this Agreement. Section 11.13 Publicity and Confidentiality. Seller and Buyer each agree that,prior to the Closing, the terms of the transaction contemplated by this Agreement, the existence of this Agreement, any information discovered by Buyer during its due diligence and all information made available by one party to the other shall be maintained in strict confidence and no disclosure of such information will be made by Seller or Buyer,whether or not the transaction contemplated by this Agreement shall close, except to such attorneys, accountants, consultants, prospective investment advisors, prospective partners, prospective lenders (and each of the attorneys, accountants, consultants and advisors of each of such prospective advisors, partners and lenders) and others as are reasonably required to evaluate and consummate that transaction. Nothing in this Section shall prevent Seller or Buyer from disclosing or accessing any information otherwise deemed confidential under this Section(a)in connection with that party's enforcement of its rights hereunder; (b) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement; (c) in connection with performance by either party of its obligations under this Agreement(including,but not limited to,the delivery and recordation of instruments, notices or other documents required hereunder); or (d) to potential investors, participants or assignees in or of the transaction contemplated by this Agreement. The provisions of this Section shall survive the termination of this Agreement. All press releases, filings and other publicity concerning the transaction contemplated hereby made prior to or in connection with the Closing will be subject to review and approval by Seller and Buyer, such approval not to be unreasonably withheld, conditioned or delayed. Such approval shall not be required if the Person issuing any such publicity reasonably believes it to be necessary for compliance with law,but such Person shall provide the other parties hereto with such reasonable notice as the circumstances may permit, including, if reasonably practicable, an opportunity to review same before release. Section 11.14 Attorneys' Fees. Should either party employ attorneys to enforce any of the provisions hereof, the party losing in any final judgment agrees to pay the prevailing party all reasonable costs,charges and expenses,including attorneys'fees,expended or incurred in connection therewith. Section 11.15 Use of Pronouns. The use of the neuter singular pronoun to refer to Seller and Buyer shall be deemed a proper reference, even though Seller or Buyer may be an individual, partnership or a group of two or more individuals. The necessary grammatical changes required to make the provisions of this Agreement apply in the plural sense where there is more than one seller or buyer and to either partnerships or individuals (male or female) shall in all instances be assumed as though in each case fully expressed. Section 11.16 Notices. Except as otherwise provided in this Agreement, all notices, demands,requests,consents,approvals or other communications(collectively., "Notices")required or permitted to be given hereunder or which are given with respect to this Agreement, in order to constitute effective notice to the other party, shall be in writing and shall be deemed to have been given when (a)personally delivered with signed delivery receipt obtained; (b) when transmitted 25 00938017.2 Mim Junim ��fff M� , I ,,=, s.................... ............ Imps ��=11= I I by email; or (c) upon receipt when sent by prepaid reputable national overnight courier, in each case addressed as follows: To Buyer: c/o National Development 2310 Washington Street Newton Lower Falls,MA 02462 Attention: Theodore R. Tye Telephone Number: (617) 527-9800 Email: tye@natdev.com National Development 2310 Washington Street Newton Lower Falls,MA 02462 Attention: Richard P. Schwartz, Esq. with a copy to Telephone Number: (617) 559-5190 Email: rschwartz@natdev.com To Seller: The Belmont Country Club, Inc. 181 Winter Street Belmont, Massachusetts 02421 Attention: Andrew Coleman, General Manager Telephone: (617)714-1584 Email: acoleman@belmontcc.org with a copies to: Randall Goldstein randall.goIdstein@comcast.net Seth Gelber,President (seth.gelber@gmail.com); Daniel M. Rabinovitz, Secretary DRabinovitz@murphyking.com) Kevin Nee,, Controller knee@belmontcc.org Sherin and Lodgen LLP 101 Federal Street Boston,Massachusetts 02110 Attention: Gary M. Markoff,Esq. Telephone: (617)646-2041 Email: gmarkoff@sherin.com Notices shall be valid only if served in the manner provided above. Notices may be sent by the attorneys for the respective parties and each such Notice so served shall have the same force and effect as if sent by such party. 26 00938017.2 .................................................... Bass 3 Section 11.17 Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. Section 11.18 Calculation of Time Periods. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designed period of time begins to run is not to be included and the last day of the period so computed is to be included,unless such last day is not a Business Day, in which event the period shall run until the next immediate Business Day. As used herein, "Business Day" means any day other than Saturday or Sunday on which business is generally transacted by banks in the Commonwealth. Section 11.19 No Waiver. Except as otherwise expressly provided herein, no waiver by Buyer or Seller of any of its rights under this Agreement shall be valid unless in writing signed by the respective party. Section 11.20 IRS Real Estate Sales Reporting. Buyer, Seller and Title Company hereby agree that Title Company shall act as "the person responsible for closing" the transaction which is the subject of this Agreement pursuant to Section 6045(e) of the Code and shall prepare and file all informational returns, including IRS Form 10995, and shall otherwise comply with the provisions of Section 6045(e)of the Code. Section 11.21 Incorporation of Exhibits,Annexes,and Schedules. The Exhibits,Annexes, and Schedules identified in this Agreement and listed below are incorporated herein by reference and made a part hereof. Exhibit A Description of Land Exhibit B Approved Plans Exhibit C Permitted Exceptions Exhibit D Form of Early Termination and Assignment and Assumption Agreements Exhibit E Form of Deed Exhibit F Form of Assignment Exhibit G Form of Title Affidavit Exhibit H Form of CCREA [SIGNATURE PAGE(S)IMMEDIATELY FOLLOWS.] 27 00938017.2 wailim n,-.. Rianum wili �MIJ mei 1=11 in..."I'l""I'lillill""I'll""I'l��illi�l,�WJ �qlli mm III ! Executed effecti\e as of the Effecti\e Date. "SELLER THE BELMONT COUNTRY CLUB, INC.. a Massachusetts non-profit corporation By \ame- GeAv>e-,f Title: President Drule.4 wh(r)j_j_-ed "BUYERIPP: ND ACQUISITIONS LLCj a Massachusetts limited Iiabilit\ company Bv: ND Real Estate. Inc.. a Massachusetts corporation. its Manager By: Name- Theodore R. Tye Title- Authorized Officer DuIv.4whori--ed 28 =� �....11,11"1111,M� �Fs� , Executed effective as of the Effective Date. "SELLER": THE BELMONT COUNTRY CLUB,INC., a Massachusetts non-profit corporation By: Name: Title: President Duly Authorized "BUYER": ND ACQUISITIONS LLC, a Massachusetts limited liability company By: ND Real Estate, Inc., a Massachuse orporatio i Manager By. Name: Theodore R. Tye Title: Authorized Officer Duly Authorized 28 00938017.2 II j ll irl � i i �i it �i illlllll �1 i� ii i ii i i�1111111i i 1�1 Il 11 i i 111 i i 1 ��rrrr��i.. RECEIPT The Purchase and Sale Agreement has been received by the Escrow Agent on this the Z day of r- 2020 and the Escrow Agent acknowledges the terms thereof and agrees to perform as Escrow Agent in accordance therewith. ESCROW AGENT: COMMONWE H LAND TITLE INSURAN- MPANY By 29 009380172 EXHIBIT A LEGAL DESCRIPTION OF LAND Those certain parcels of land located in Lexington, Middlesex County, Massachusetts shown as Lot A-2 and Lot B-2 on a plan entitled"Approval Not Required Plan of Land, Belmont Country Club,, Watertown Street, Lots 2A Map I &Lot 2A, Map 3, Town of Lexington, Middlesex Country, Commonwealth of Massachusetts". dated April 25,2018,prepared by Control Point Associates, Inc. recorded with the Registry of Deeds as Plan No. 469 of 2018. 30 00938017.2 1Rlm� = 11 Im � Ij....fsiiimli—Iiiii,...11.....11...f1sioe...11...f,...ii ii ii J,iiii..=I, .. 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Matters disclosed on a survey entitled, "ALTANSPS Land Title Survey Belmont Country Club Watertown Street, Lots 2A, Map 1, Town of Lexington,Middlesex County, Commonwealth of Massachusetts"prepared by Control Point Associates, Inc., dated April 2, 2018, and designated as File No. 03-150266-02 ("Survey"), as follows: a) No Access Areas along the areas of the Land abutting the Route 2 off ramp and on ramp,namely,the northerly,northwesterly and northeasterly boundaries of Lot A-2 and the northerly and northeasterly boundaries of Lot B-2; b) Concrete trough crosses into the northwesterly portion of Lot A-2; C) 10' PVC pipe encroaches into Lot A-2 across its northerly and northwesterly boundaries; d) Gravel Path encroaches into Lot A-2 across its southerly boundary; e) Wetland areas impact Lot A-2 and Lot B-2; fl Gravel Paths cross Lot B-2; and g) Fiber optic line crosses Lot B-2 within the 30' wide easement noted as Exception 8 below. 2. Liens for taxes and municipal charges which become due and payable subsequent to the date of said policy. 3. Rights of others in Clamatus Brook as shown on a plan entitled "Plan of Land, Belmont,Mass.", dated August 8, 1953,by Joseph Selwyn, Civil Engineer, and recorded in Book 8129, Page 347. (Note: Affects Lot B-2 only) 7. Restrictions as set forth in a Deed from Plough Broadcasting Company,Inc. to The Belmont Country Club Inc. dated June 8, 1964 and recorded in Book 10567,Page 93. (Note: Affects Lot B-2 only) 8. Easement to Colonial Beacon Oil Company dated September 23, 1944 and recorded in Book 6825, Page 20. 9. Alteration of State Highway by the Commonwealth of Massachusetts Department of Public Works dated December 21, 1966 and recorded in Book 11269,Page 537(Note 1: Said Alteration affects Lot B-2 and Lot A-2.) (Note 2: See also drainage easements set forth therein; said Drainage Easements affect Lot A-2 only). 32 00938017.2 EXHIBIT D Form of EARLY TERMINATION AND ASSIGNMENT AND ASSUMPTION AGREEMENT THIS EARLY TERMINATION AND ASSIGNMENT AND ASSUMPTION AGREEMENT(this"Agreement") is executed effective as of 5 20_(the "Effective Date")by and between [ I ("B_uyer"), and THE BELMONT COUNTRY CLUB,INC.,a Massachusetts non-profit corporation("Seller"). Recitals: ND Acquisitions LLC (as Buyer) ("ND") and Seller(as Seller) are parties to that certain Purchase and Sale Agreement dated as of 20_(the "Purchase Agreement"). The Purchase Agreement arose from that certain Purchase Option Agreement between ND , as Buyer, and Seller, as Seller,dated as of February 27, 2018 (the"Option Agreement"). On or around the Effective Date,ND has assigned all of its rights and interests in and to the Purchase Agreement and Option Agreement to Buyer. Capitalized terms used,but not defined, in this Agreement shall have the same meanings given to them in the Purchase Agreement and the Option Agreement, it being understood that in the event of a contradiction between the Purchase Agreement and the Option Agreement,the Purchase Agreement shall govern. Pursuant to Section 4.1 of the Purchase Agreement,by executing and delivering this Agreement to Seller, Buyer has terminated the Purchase Agreement effective as of the Effective Date on the grounds set forth in Section 4.1 and hereby assigns all Development Approvals affecting the Property to Seller,but only to the extent assignable, as described on Exhibit A attached hereto and incorporated herein(the "Transferable Rights""). Buyer and Seller intend that Buyer's right,title, interests,powers, and privileges in and under Transferable Rights be assigned and transferred to Seller. Agreement: In consideration of the mutual covenants contained herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: 1. Early Termination of Purchase Agreement. By execution and delivery of this Agreement to Seller, Buyer hereby terminates the Purchase Agreement(without further action by Seller)effective as of the Effective Date pursuant to Section 4.1 thereof, and except as expressly set forth herein and the obligations that expressly survive termination in the Purchase Agreement as provided therein,the Purchase Agreement shall be of no further force and effect and the parties shall have no further duties,rights or obligations thereunder. 2. Transferable Rights. Buyer hereby transfers and assigns to Seller all of Buyer's right, title and interest in and to all Transferable Rights,to the extent assignable. By executing this Agreement, Seller hereby accepts all of Buyer's right,title, and interest in and to the Transferable Rights in the event that the Town fails to close the transaction contemplated by 33 00938017.2 111i Ills moll, Section 4.1 of the Purchase Agreement and Seller hereby expressly assumes the obligations of Buyer in respect of the Transferable Rights transferred and assigned hereby to the extent accruing form and after the Effective Date hereof. Seller hereby acknowledges and agrees that the Transferable Rights are being transferred and assigned in their "AS IS, WHERE IS, WITH ALL FAULTS" condition and this assignment is being made to Seller without recourse and without any express or implied representation or warranty whatsoever by Buyer. 3. Further Assurances. Buyer and Seller agree to take all further actions and execute, acknowledge and deliver all further documents that are reasonably necessary or useful in carrying out the purposes hereof. 4. Miscellaneous. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. The Recitals are hereby incorporated herewith. 5. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon,the successors, executors, administrators, legal representatives and assigns of the parties hereto. IN WITNESS WHEREOF,this Agreement has been duly signed and sealed by the parties effective as of the Effective Date. BUYER: I I By: Name: Title: SELLER: THE BELMONT COUNTRY CLUB,INC. By: Name: Title: 34 00938017.2 �z III Z� l Exhibit A To Be Attached 0093801]] ME= BEER mm I p Ip� I I II�illlll��lll�l�'I�� I�I�I�i�� iii�uilU�„iill�� iIiIIIIU� III� lilllll�lllii�u� �I,I;Iii� li';I��II � i , 111li I EXHIBIT E Form of DEED THE BELMONT COUNTRY CLUB, -profit corporation(the 5 INC., a Massachusetts non "Grantor")having its principal place of business at 181 Winter Street,Belmont Massachusetts, in consideration of 00/100 DOLLARS ($ .00) grants to a (the"Grantee")having a Cn principal place of business at with quitclaim covenants,those certain parcels of land situated in Lexington,Middlesex County, 4_4 Massachusetts shown as [Lot A-2] [Lot B-2] on a plan entitled"Approval Not Required Plan of ago Land, Belmont Country Club, Watertown Street,Lots 2A Map I & Lot 2A, Map 3, Town of Lexington, Middlesex Country, Commonwealth of Massachusetts",dated April 25,2018, prepared by Control Point Associates, Inc. recorded with the Registry of Deeds as Plan No. 469 of 2018. Said premises are conveyed subject to and with the benefit of all encumbrances, agreements, restrictions and easements of record, insofar as the same are now in force and applicable. PC PC This conveyance does not constitute a conveyance of all or substantially all of Grantor's assets in the Commonwealth of Massachusetts. 064 For Grantor's title, see Deed dated and recorded with the Middlesex County Registry of Deeds in Book Page [SIGNATURE PAGE TO FOLLOW] 36 00938017.2 Executed as a sealed instrument as of this day of , 2020. THE BELMONT COUNTRY CLUB,, INC. a Massachusetts non-profit corporation B Name: Title: President COMMONWEALTH OF MASSACHUSETTS Middlesex, ss. On this day of 2020,before me,the undersigned notary public,personally appeared proved to me through satisfactory evidence of identification, which was Massachusetts Driver's License,to be the person whose name is signed on the preceding or attached document,and acknowledged to me that he signed it voluntarily for its stated purposes as said President of The Belmont Country Club,Inc. Notary Public My Commission Expires: 37 00938017.2 EXHIBIT F Form of GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT(this "Assignment") is made and entered into effective as of the day of 9 2020 (the "Effective Date"),by and between THE BELMONT COUNTRY CLUB,INC., a Massachusetts non-profit corporation("Assi nor"), and ("Assignee"). W I T N E S, S E T H: In connection with the conveyance by Assignor to Assignee of those certain tracts of land described on Exhibit A attached hereto(the "Properly"),Assignor for Ten and 00/100 Dollars ($10.00) and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,hereby transfers and assigns to Assignee all of Assignor's right,title and interest in and to: (i)any and all water and sewer taps, storm sewer capacity, and appurtenant rights under utility agreements with any applicable governmental or quasi-governmental entities or agencies with respect to the providing of utility services to the Property, and all documents, contracts,,permits and agreements related thereto, and any reservations therefor, owned by Assignor; and(ii) any plat approvals, site plan approvals, development approvals,and other permits and approvals required from local, state or federal governmental entities or agencies for development of the Property, and all documents, contracts,permits and agreements related thereto (all of the rights,titles and interests of Assignor described in clauses (i)and(ii)preceding being herein collectively referred to as the "Related 11). Assignee acknowledge and agrees that: (A)the Related Rights are transferred and assigned to Assignee only to the extent such Related Rights relate to and affect the Property;and (B)to the extent any of such Related Rights(and/or the documents, contracts,permits or agreements evidencing or relating thereto)relate to and affect any other or additional tracts or parcels of land owned by Assignor,this Assignment is intended to be and shall be construed only as a partial transfer and assignment of such Related Rights, and such Related Rights have not been transferred or assigned to Assignee to the extent the same relate to or affect all or any of such other or additional tracts or parcels of land. TO HAVE AND TO HOLD the Related Rights transferred and assigned hereby unto Assignee and its successors and assigns,on and subject to the terms of this Assignment. Assignee hereby expressly assumes the obligations of Assignor in respect of the Related Rights transferred and assigned hereby,to the extent accruing from and after the Effective Date hereof. Assignee hereby acknowledges and agrees that the Related Rights are being transferred and assigned in their "AS IS, WHERE IS, WITH ALL FAULTS" condition, and subject to the provisions of Section 2.2 of that certain Purchase and Sale Agreement dated effective as of , 2020 (as amended,the "Agreement"), between Assignor and ND Acquisitions LLC ("ND"), as assigned by ND to Assignee on or about the Effective Date hereof, 38 00938017.2 .......................... the provisions of said Section 2.2 of the Agreement being incorporated herein by this reference for all purposes. This Assignment is made by Assignor and accepted by Assignee without recourse and without any expressed or implied representation or warranty whatsoever by Assignor; and without limiting the foregoing, Assignor hereby expressly disclaims and negates any warranty of title to all or any of the Related Rights. This Assignment is binding upon and inures to the benefit of Assignor,Assignee and their respective successors and assigns. This Assignment may be executed in any number of counterparts, each of which shall constitute an original, but all of which,taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement as of the Effective Date first above written. ASSIGNOR: THE BELMONT COUNTRY CLUB,INC., a Massachusetts non-profit corporation By: Name: Title: ASSIGNEE: I I By: Name: Title: 39 00938017.2 EXHIBIT A TO GENERAL ASSIGNMENT Legal Description of Property Those certain parcels of land located in Lexington, Middlesex County, Massachusetts shown as Lot A-2 and Lot B-2 on a plan entitled"Approval Not Required Plan of Land, Belmont Country Club, Watertown Street, Lots 2A Map I & Lot 2A, Map 3, Town of Lexington, Middlesex Country, Commonwealth of Massachusetts". dated April 25, 2018,prepared by Control Point Associates, Inc. recorded with the Registry of Deeds as Plan No. 469 of 2018. 00938017.2 EXHIBIT G FORM OF TITLE AFFIDAVIT [see attached] 00938017.2 III ��7IIIIII�ii�� III u�, � I IIIIIIiii ii�lli "�i uii II II IIIU IIIIIIIII IIII I Illlii� iil III�� i iii� lii ill iiii�� Co onweaitii LAND TITLE INSURANCE COMPANY MASSACHUSETTS OWNER'S AFFIDAVIT TO: OWNER'S TITLE AFFIDAVIT TO: Commonwealth Land Title Insurance Company(the"Company") RE: The parcels of real estate situated on Watertown Street, Lexington, Massachusetts(the "Property")more particularly described in the commitment for title insurance(Case No. BLC-24518) Belmont Country Club,Inc.,a Massachusetts non-profit corporation(collectively,the "Undersigned")being first duly sworn, deposes and says as follows: 1. There is no person, firm or entity to whom a debt is due for labor, services or materials furnished in the erection, alteration,repair or removal of a building or structure upon said Property by virtue of an agreement with, or by the consent of the undersigned, or of a person having authority from or rightfully acting for the undersigned in performing or furnishing such labor, services or materials for work actually performed during the past 93 days, including the date hereof, which could give rise to mechanic's liens, and to the extent any such labor, services or materials have been furnished,the undersigned shall promptly take the necessary steps to prevent the filing of any such lien. 2. There are no present tenants, lessees or other parties in possession of said premises pursuant to instruments. 3. All charges for municipal services,which could become liens,have been paid. 4. The gravel paths located on the Property have been used only by the members, employees and invitees of the undersigned to access maintenance areas and to use for recreational purposes and is not open to the public. 5. On . the undersigned caused a notice of intent to sell pursuant to M.G.L. Chapter 61B, Section 9 to be served in hand upon the Board of Selectmen for the Town of Lexington (see copy attached). On that same date, a copy of the notice of intent to sell was also served upon the Planning Board, Conservation Commission and the Board of Assessors for the Town of Lexington. A copy of the notice of intent to sell was also served upon the State Forrester for the Commonwealth of Massachusetts by certified mail (see copies of notices attached). The Property is being sold to .the nominee selected by the Buyer under the Purchase and Sale Agreement,pursuant to the same terms as were disclosed and offered to the Town of Lexington in the above referenced notice of intent. 00938017.2 M N I ...... .... 13 I, t =, As an inducement to the Company to insure over any matters attaching or created during the "gap" in time beginning on the later of(i)the last continuation of title or(ii)the date hereof, and ending on the recording of the appropriate deed, mortgage,or other instrument with respect to the Property, provided that Company so requests in writing within thirty (30)days following the recording of such instrument Owner shall promptly remove of record any matters filed of record during said gap period, and shall hold harmless and indemnify the Company for any loss, cost, expense, claim, or damage,including without limitation reasonable attorneys'fees, arising with respect to any such matters affecting any of the Property. The undersigned makes this Affidavit for the purposes of inducing the Company to issue a title insurance policy or policies on or about the date hereof to [ ] and/or its lender free and clear of certain possible claims related to the matters set forth herein against the Property knowing that you will do so only in complete reliance upon the truth and accuracy of the statements contained herein, and the undersigned agrees to indemnify and hold harmless the Company from any loss resulting from reliance upon the truth and accuracy of the statements contained herein. 00938017.2 ZBEEIRM Im 1=1 i lm 1� I IN WITNESS WHEREOF,this instrument has been executed as of 52020. BELMONT COUNTRY CLUB, INC. By: Name: Title: COMMONWEALTH OF MASSACHUSETTS , s On this day of 5 2020,before me,the undersigned notary public, personally appeared as of Belmont Country Club, Inc., proved to me through satisfactory evidence of identification, which was .to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose. [official signature and seal of notary] My commission expires 00938017.2 13,ZZlmz= EXHIBIT H FORM OF CCREA 00938017.2 IIIVIIu i 'IIIIIIIII��(( �(ff Illllllll��,i u � u ! iii� WIIII�Illllii ii � ��i llli��;!'�I p1 'i o � I �,i Illl�i�ll�l�ll��ll ;IPA � � ��iulllill��I ��IIii�I��IV�l�ll��lllulli�l�l�l�ll��l,l„�� II �i�iilili��lll �lliii��uuuuuUliil�lll111ii ioiillui I COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENT AGREEMENT THIS COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENT AGREEMENT(this"Agreement") is made as of this day of , 20 by and between THE BELMONT COUNTRY CLUB, INC., a Massachusetts non-profit corporation(the"Club") and [ ],a Delaware limited liability company(the"Buyer") (The Club and the Buyer are each sometimes hereinafter referred to as a"Property Owner",which term shall also include any person or entity which hereafter acquires title to all or any portion of the"Club Land"or the"Multi-Family Property"as such terms are hereinafter defined). WHEREAS, by a certain deed from the Club dated , 20 and recorded with Middlesex County Registry of Deeds (the "Registry of Deeds") in Book , Page (the "Multi-Family Deed"), the Buyer has obtained title to two (2) certain parcels of land located in Lexington, Middlesex County, Massachusetts containing approximately [4.0] acres and [14.0] acres of land, respectively, shown as Lot [A-2] ("Lot A-2") and Lot [B-2] ("Lot B-2"),respectively(Lot A-2,together with Lot B- 2 are referred to together herein as the "Multi-Family Property") 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 Control Point Associates, Inc. (the "Subdivision Plan")recorded with the Registry of Deeds as Plan No. 469 of 2018; and WHEREAS, the Club is the owner of those certain parcels of land being partially described in the Registry of Deeds in Book , Page in Lexington and Belmont, Middlesex County, Massachusetts shown as Lot A-1 ("Lot A-1") and Lot E-1 ("Lot E- 1") on the Subdivision Plan (Lot A-1, together with Lot B-1 are referred to together herein as the "Club Land"), together with the buildings and improvements thereon (as used in this Agreement, the term"Property" shall mean either the Multi-Family Property or Club Land, or any portion of either then held in separate ownership, as the context permits); and WHEREAS, the Club has been engaged in the operation of a golf and country club commonly known as the "Belmont Country Club" since 1918 (the "Country Club"), and is seeking assurances from Buyer that it will not interfere with Club's right to continue to operate, maintain, improve and utilize the Club Land as a golf and country club and related activities. WHEREAS, Buyer is likewise seeking reciprocal assurances and easements from the Club that the Club will not interfere with the operation, development and ownership of the Multi-Family Property and related activities. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and 1 00804542.6 dt�� sufficiency of which are hereby acknowledged, the Club and the Buyer hereby covenant and agree as follows: I Grant of Easements by the Club to the (a) The Club hereby grants to the Buyer, for the benefit of and as appurtenant to Lot A-2, the perpetual right and easements over, under and across that portion of the Club Land shown as "Sight Line Easement" on the plan attached hereto as Exhibit A (the "Sight Line Easement Area"), for the purpose of establishing and maintaining sight lines along Watertown Street for the curb cut serving Lot A-2 to ensure safe access to and egress from Lot A-2 onto Watertown Street (the "Sight Line Easement"). In exercising its rights under the Sight Line Easement, the Buyer shall be entitled to cut,, clear and remove trees and vegetation in the Sight Line Easement Area if, and only, in each such instance the Club is given at least ten (10) days prior written notice of access to the Sight Line Easement Area, and such access is exercised in coordination with the Club. The Club Owner hereby expressly reserves the right to use the portions of the Club Land burdened by the Sight Line Easement for all uses not inconsistent with the easement rights granted herein. In connection with exercising its rights under the Sight Line Easement to establish and maintain the required sight lines (as determined by the Buyer's traffic consultant and the Town of Lexington), the Buyer agrees to coordinate with the Club to preserve such trees and vegetation as reasonably requested by the Club to the extent feasible without j eopardizing the safe access to and egress from Lot A-2 onto Watertown Street (as determined by the Buyer's traffic consultant and the Town of Lexington) and to leave any disturbed areas suitably graded and stabilized. (b) Buyer hereby agrees to, indemnify, defend and hold the Club, and the Club Land free and harmless from and against any and all costs, expenses, charges, liens, actions or judgments, arising from any act or omission of Buyer, and its employees, agents,contractors and consultants (collectively, "Buyer's Representatives"), or any services, labor, supplies or materials provided or performed by Buyer's Representatives, and from and against any personal injury and property damage as a result of the act or neglect of Buyer or any of Buyer's Representatives; provided, however, that this indemnity shall not apply to claims, costs, expenses, charges, liens, actions or judgments arising from the mere discovery of existing Hazardous Materials (as hereinafter defined) or for any contamination or release thereof, damage or injury caused by anyone other than Buyer or Buyer's Representatives. Buyer shall secure and maintain the following policies of insurance: (i) commercial general liability insurance, with limits of not less than $1,000,000 per occurrence, $2,000,000 aggregate, with a $5,000,000 umbrella or excess liability policy, (ii) comprehensive automobile liability insurance with limits of not less than $1,000,000 per 2 00804542.6 occurrence, and (iii)workers' compensation insurance in accordance with the provisions of law. The commercial general liability policy and umbrella or excess liability policy that is obtained and maintained shall name the Club as an additional insured. The term "Hazardous Materials" means and includes any such materials, waste, contaminant or other substances as defined by cumulative reference to the following sources as superseded, replaced or amended from time to time: (i) the Resource Conservation and Recovery Act of 1976,42 U.S.C. Section 6901 et seq.; (ii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980,42 U.S.C. Section 9601 et seq.; (iii)the Superfund Amendment and Reauthorization Act of 1986; (iv) the Federal Water Pollution Control Act; (v) Massachusetts General Laws, Chapters 21C and 21E; and (vi) any other federal, state or local regulations, rules or orders issued or promulgated, now or hereafter, under or pursuant to any of the foregoing, any other statutory regimen dealing with hazardous waste, or otherwise by any department,agency or other administrative,regulatory or judicial body. (c) [In addition, subject to the Club and the Buyer agreeing on mutually acceptable terms and conditions with respect thereto, the Club agrees to grant to one or more third-party telecommunications providers by separate recorded agreement(s), for the benefit of Buyer and as appurtenant to the Multifamily Property, the perpetual right and easements over, under and across a to-be-determined portion of the Club Land adjacent to and running roughly parallel with Watertown Street (the "Telecom Easement Area"), for the purpose of installing, maintaining, repairing and replacing certain subsurface telecommunications equipment serving the Multifamily Property (the "Telecom Easement"). The grantee(s) under any such Telecom Easement(s) shall be solely responsible for any and all costs associated with the exercise of the rights and easements granted thereunder, which in no event shall unreasonably impact or interfere with the Club's use and enjoyment of the Telecom Easement Area for all uses not inconsistent with the easement rights granted therein. The Club Owner shall expressly reserve the right in any such Telecom Easement to use the portions of the Club Land burdened by the Telecom Easement for all uses not inconsistent with the easement rights granted therein and the right to relocate the Telecom Easement Area at its sole cost and expense to a location adequate for the provider's purposes] [NTE: This Section 1(c) would be removed prior to recording the CCREA provided that the terms of Telecom Easement are agreed upon prior to Closing and set forth in separate easement agreement(s).] 2. Wells. The Buyer shall not create any new wells to irrigate its Property or to design or monitor any sewer, septic or storm water discharge facilities that would (a) materially impede the Club's ability to (i) irrigate the Club Land or (ii) continue to provide the level of irrigation service it currently provides and reasonably anticipates will need to provide to its members in the future for the operation of its golf and country club 3 00804542.6 or (b) create water or sewer discharge and/ or runoff onto the Club Land; provided that, Buyer shall be able to create any new wells in order to irrigate its Property or to design or monitor sewer, septic or storm water discharge facilities so long as Buyer provides evidence reasonably satisfactory to the Club that any such creation of new wells for irrigation or design or monitoring of sewer,, septic or storm water discharge will neither materially deplete the Club's water source in connection with the irrigation of its remaining land, nor impede the Club's ability to continue to provide the level of irrigation service it currently provides and reasonably anticipates it will need to provide to its members in the future for the operation of its golf and country club or create water or sewer discharge and/or runoff onto the Club Land. 3. The Golf and Country Club Operations. (a) General. Access to and use of the Club Land is strictly subject to the rules and procedures of The Belmont Country Club, Inc. or its successors or assigns for the Country Club and country club operations, on a club membership basis or otherwise, including all related current or future facilities and improvements. No person gains any right to enter or use the Country Club by virtue of its use, occupancy and/or ownership of any portion of the Multi- Family Property. Rights to use the Country Club will be granted only to such persons, and on such terms and conditions, as may be determined by the Club. (b) Noise. Buyer acknowledges that the Multi-Family Property is located adjacent to the Country Club, from which noise may emanate including but not limited to (i) early morning use and deliveries to the Country Club, (ii) early morning course maintenance (i.e. mowing, aerating), and maintenance, repair and improvement of the Country Club consistent with first-class golf facilities (subject to the consultation and cooperation requirements set forth in Section 3(f) below) (iii) evening events and functions including but not limited to club social events, bar mitzvahs, weddings, etc.). Buyer agrees not to interfere with the Club's foregoing activities and uses of the Club Land, to release the Club from any and all liability for any noise associated with the foregoing excluding noise that violate law. (c) Golf Balls. Buyer acknowledges that in connection with the use and operation of the Country Club on the Club Land, golf balls may enter the Multi-Family Property from the Club Land. As long as members of the Country Club are complying with Country Club rules and excluding (i) any gross negligence or willful misconduct or (ii) trespass by such members onto the Multi-Family Property for the purpose of searching for golf balls during play, Buyer agrees not to interfere with the Club's activities and uses of the 4 00804542.6 Club Land, not to protest, challenge or otherwise object to the entry of any golf balls onto the Multi-Family Property from the Club Land,, and to release the Club from any and all liability for the entry of any golf balls onto the Multi-Family Property excluding (i) any gross negligence or willful misconduct or (ii) trespass by such members onto the Multi-Family Property for the purpose of searching for golf balls during play. (d) View Impairment. The Club does not guarantee or represent that any view over and across the Country Club over the Club Land from any residential units located on the Multi-Family Property will be preserved without impairment. The Club shall have no obligation to prune or thin trees or other landscaping, and shall have the right to remove or add trees or other landscaping to the Country Club from time to time in its sole discretion. In addition, the Club may change on Club Land the location, configuration, size and elevation of the trees, bunkers, cart paths, fairways, teeing areas and greens from time to time and may construct additional and related improvements, facilities or amenities. Any such additions or changes may diminish or obstruct any view from any residential units located on the Multi-Family Property and any esi express or implied easements for new purposes or for the passage of light and air are hereby expressly disclaimed. (e) Maintenance. The Club shall continue to have the ability to perform on the Club Land turf and grounds maintenance, management and reconstruction programs that are consistent with golf facilities which may include use of fertilizers and chemicals and irrigation of the Club Land consistent with the Club's past practices as such practices may evolve in the future, or as may be required to remain in compliance with all applicable laws (including environmental laws); provided, that the Club shall indemnify the Buyer for any release by the Club of Hazardous Materials onto the Multi-Family Property or emanating from the Club Land or any flooding or water damage of the Multi-Family Property arising from the Club's activities on the Club Land. Similarly, the Buyer shall indemnify the Club for any release by Buyer of Hazardous Materials onto the Club Land or emanating from the Multi-Family Property or any flooding or water damage to the Club Land arising from the Buyer's activities or the Multi- Family Property. (f) Future Renovations/Improvements. The Club has the right and may undertake future renovations or improvements of the Club Land and the Buyer agrees not to dispute, as an abutter, any future renovations or improvements of the Club Land so long as the same 5 00804542.6 are done in a manner consistent with the operation of a golf and country club and the Club's use with respect to its remaining land does not compete directly with the Buyer's use of the Multi-Family Property, it being acknowledged and agreed by the Property Owner that developing the Club Land for any type of age-restricted housing for residents (a) 55 years of age or older or (b) senior housing, including but not limited to active adult, independent living or assistant living, would be competing directly with the Multi-Family Property use. Prior to commencing any significant future exterior renovations or improvements, other than the changes to the Country Club or the maintenance of the Country Club described in Sections 3(d) and 3(e), respectively above, the Club shall consult with the Buyer on the same and cooperate with the Buyer to minimize any material adverse effects to the Multi- Family Property. To the extent any such renovations or improvements are not consistent with operations of a golf and country club (such inconsistent uses being, by way of example only, retail, office, etc.), compete directly with the Buyer's use of the Multi-Family Property (as described above in this Section 3(f), have a material adverse impact on the Buyer's project or materially devalues the Multi-Family Property (or portion thereof), then the Buyer shall have the right to dispute the same and seek any legal remedies available to the Buyer. (g) Events. The Club retains the right to hold social events and golf functions on the Club Land without prior notice or consent from the Buyer. Such social events and golf functions include without limitation, golf outings, private and public tournaments, weddings, bar and bat mitzvahs. 4. The Residential Use Restriction and Development. (a) Use Restriction on the Multi-Family Property. The use of the Multi-Family Property shall be limited to senior housing or age- restricted housing for residents 55 years of age or older or other residential use except not including any housing project under Massachusetts General Laws, Chapter 40B or similarly purposed statute ("Residential Use Restrictions"). The Buyer agrees there shall be no condominium or cooperative form of ownership on the Multi-Family Property. The Residential Use Restrictions in this Section 4(a) are imposed for a period of thirty (30) years from the date of recording this Agreement in the Registry of Deeds. Thereafter, the Residential Use Restrictions may be extended as provided under Massachusetts General Laws, Chapter 184, Section 27,, as amended, which as of the date hereof provides that the terms of the Residential Use Restrictions may be extended by the 6 00804542.6 RIENEMSIMEM recording in the Registry of Deeds before the expiration of the Residential Use Restrictions of an instrument extending the Residential Use Restrictions for additional periods not exceeding twenty (20) years each. Notwithstanding the foregoing, the Residential Use Restrictions shall survive and only be in effect for so long as the Club Land is used as a golf and country club. (b) Changes to Multi-Family Development. The Buyer acknowledges that certain key aspects of the development of the Multi-Family Property related to building height, location of the access road(s), setbacks from the Club's Land, residential use, density, and buffer zones with the Club Land, as shown in the final plans and approved by the Club and the Town of Lexington (the "Final Plans"), a copy of which are attached hereto as Exhibit A, are of particular interest and concern to the Club. Buyer and its successors and assigns will not make any material changes to the Final Plans now or in the future which materially increases the density of use or building height, alters the location of the access road, materially increases traffic or noise levels, or materially reduces the set back and buffer zones as shown on the Final Plans, without the Club's prior written approval, which the Club may grant or deny in its sole discretion. However, if local or state governmental authorities require changes to the Final Plans, the Club shall have no right to object to any such changes unless the change (a) materially alters the Final Plans in a way which materially and adversely affects the use of the Club Land as a result of(i) relocation of the access road for Lot A-2 closer to the boundary line of Lot A-2 with the Club's Land; (ii) material reduction in setbacks or buffer zones; or (iii) material increase in building height, footprint or density; or (b) results from a residential project under Massachusetts General Laws, Chapter 40B or similarly purposed statute. (c) Construction. If the Town does not set restrictions for construction activities during the initial construction of the senior housing projects on the Multi-Family Property reasonably satisfactory to the Club,then the Club sets the following restrictions regarding Buyer's construction activities on the Multi- Family Property(such restrictions must be carried out by any party given consent by Buyer to operate on the Multi-Family Property for any construction purpose and to the extent that any of the following restrictions conflict with or are more restrictive than those of the Town,the following restrictions shall control in each such instance): 7 00804542.6 i. Construction activities must operate from 7 AM to 6 PM local time; ii. Noise relating to construction activities (other than noise associated with conventional construction methods)must not be disruptive to the extent of becoming a nuisance such as excessive yelling from work crew, excessive blaring of horns,or excessive use of audio amplifying devices; iii. Use of lights relating to construction activities must not be disruptive to the extent of becoming a nuisance such as directing lighting towards the Club's Land when such light could be set up in another direction for construction purposes; iv. Buyer shall make commercially reasonable efforts to coordinate blasting construction activities to minimize its duration to the extent feasible. Buyer shall give the Club a summary construction schedule within thirty(30)days' prior to commencement and shall provide five(5) days' notice regarding any blasting activities, subject to any emergencies; v. Any excavation and grading on the Multi-Family Property shall take into consideration the impacts on storm run-off, drainage, etc., and Buyer shall make mitigation efforts as required by applicable law to address these impacts to prevent any adverse effects on the Multi- Family Property and the Club Land; and vi. In addition to the foregoing, Buyer shall use commercially reasonable efforts to coordinate disruptive construction activities on the Multi-Family Property so as not to interfere in any material respect with the Club's holding of Club events such as golf outings,tournaments, large scale functions, and the like. (d) Buyer has agreed to create and maintain a buffer zone between Club Land and the Multi-Family Property (all as further detailed on plan " " dated ....) [APPROVED SITE PLAN SHEETS TO BE REFERENCED] which includes without limitation (i) maintaining the existing mature trees (and replacing same in the event of loss), (ii) maintaining existing areas of vegetation (and replacing same in the event of loss), (iii) installation of new tress and plantings, and (iv) installation of other items such as fences, walls or other 8 00804542.6 structures to mitigate the roadway noise and visual impact the Multi-Family Project will have on the Club. Buyer shall properly maintain the buffer zone in its approved condition and shall not prune, remove, reduce or build / improve anything in the buffer zone. 5. Successors and Assigns/Binding Nature. As used herein, the terms the "Club" and "the Buyer" shall include their respective successors, assigns and successors in title to their respective Properties(or portions thereof), where the context so permits, and the provisions contained herein shall be covenants running with the land, and shall be binding upon and inure to the benefit of those, respectively, claiming title to or interests in the Club Land and/or the Multi-Family Property, respectively, or any portions thereof. The rights, covenants and easements herein granted shall be appurtenant to, run with the Land and be for the benefit of solely the Property or Properties identified as so benefited in this Agreement, and shall not be appurtenant to or inure to the benefit of any other property which may be hereafter acquired by any Property Owner. 6. No Personal Liability. Any recovery hereunder shall be limited to the assets of a Property Owner, and neither the partners of any Property Owner, nor the respective directors, shareholders, officers, employees, members, or affiliated entities of any Property Owner or their partners, shall have any personal liability hereunder nor shall they be named personally in any action, suit or proceedings except to the extent to which they are required to be so named by applicable laws or rules of practice in order to maintain an action against a Property Owner (which action shall be subject to the foregoing limitation on recovery), nor shall their personal assets be subject to levy or execution in connection with the liability of any Property Owner hereunder. 7. Further Assurances. Each Property Owner hereby agrees to execute, acknowledge and deliver such further assurances and amendments hereto as may from time to time be reasonably requested by another Property Owner in order to better assure the rights and obligations herein created. 8. Severability. If any provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to -persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each other term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 9. Unavoidable Delays. Whenever performance is required of any Property Owner hereunder, that Property Owner shall use all due diligence to perform and take all necessary measures in good faith to perform; provided, however, that if performance or completion of performance shall be delayed at any time by reason of(i) act of God, war, civil commotion, riots, strikes, picketing, or other labor disputes, unavailability of labor or materials, governmental restrictions or inability to obtain governmental approvals or 9 00804542.6 permits, damage to work in progress by reason of fire or other casualty, unavoidable casualty, unusual weather or (ii) other events beyond the control of the Property Owner, financial inability excepted, then the time for performance as herein specified shall be appropriately extended by the amount of the delay actually so caused. The provisions of this Paragraph shall not operate to excuse any Property Owner from the prompt payment of any monies to be paid pursuant to this Agreement. 10. No Partnership. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the Property Owners in their respective businesses or otherwise, nor shall any terms or provisions of this Agreement cause them to be considered as a joint venture or members of any joint enterprise. 11. Limitations on Liability. Any person acquiring fee title to a Property or any portion thereof shall be bound by and have the benefit of this Agreement only as to the Property or portion of the Property acquired by such person. If any Property Owner shall sell,transfer, assign, or otherwise terminate its interest as owner of its Property, then from and after the effective date of such sale, transfer, assignment or termination of interest, such Property Owner shall be released and discharged from any and all obligations, responsibilities and liabilities under this Agreement as to the part sold or transferred, except for those which have already accrued as of such date. 12. No Merger. In the event that any Property Owner shall hold title to more than one of the Properties at any time,there shall be no merger for any purpose under this Agreement and this Agreement shall survive unless and until all parties then having an interest in the ownership of all of the Properties shall join in a written instrument effecting such merger and termination of this Agreement and shall duly record and file for registration the same. 13. Mediation-, Attorneys' Fees. In the event of any dispute between or among Property Owners under this Agreement, the Property Owners agree that prior to pursuing other remedies (excluding the giving of notices pursuant to this Agreement); the Property Owners will attempt to directly negotiate resolution of their dispute. If negotiation is unsuccessful, then each Property Owner agrees to participate in at least three hours of mediation before a licensed mediator agreeable to the Property Owners. In the event that the Property Owners are unable to agree on a single mediator within ten (10) days of a request to mediate by a Property Owner, then the Property Owners shall employ JAMS in Boston, MA as an alternative dispute resolution provider ("JAMS"), and if the Property Owners are unable to agree on a single mediator employed by JAMS, then JAMS shall appoint such mediator who will conduct the mediation under the Mediation Guidelines of JAMS then in effect. If JAMS no longer exists, and the Property Owners are unable to agree to a single mediator, either Property Owner may request a court of competent jurisdiction to appoint a mediator for the Property Owners, and the Property Owners shall retain such mediator appointed by such court. The mediation session shall be conducted within forty-five (45) of the date on which either Property Owner receives the request to mediate. The cost of such mediation shall be shared equally by or among the Property Owners. 10 00804542.6 In any suit brought pursuant to the terms of this Agreement or to enforce any of the provisions hereof,the losing Property Owner shall pay to the prevailing Property Owner all reasonable expenses and court costs, including attorneys' fees, incurred by the prevailing Property Owner(s); and a Property Owner shall be considered a"prevailing Property Owner" if the court in which the suit is brought makes a determination upon the Property request of any party thereto of which party to the suit is the Prevailing Property Owner. In determining which party is the prevailing Property Owner,the court may look to the following criteria: (i) which party initiated the litigation and substantially obtained the relief sought either through a judgment or the losing Property Owner's voluntary action before a trial or judgment; (ii)the Property Owner who commenced the suit voluntarily dismisses its complaint without substantially obtaining the relief it sought; or(iii)the party did not initiate the litigation but either(x)prevented the Property Owner that initiated the litigation from obtaining the relief it sought, or(y) asserted a counterclaim therein and substantially obtained the relief it sought therein. 14. Notices. All notices and other communications provided for or permitted hereunder shall be in writing and shall be delivered by hand, or mailed by registered or certified mail, postage prepaid, return receipt requested, or delivered by a nationally- recognized overnight courier service (such as Federal Express or U.S. Postal Service Express Mail), freight charges prepaid, addressed to the Property Owners at the following addresses or at such other address as may be set forth in a notice delivered or mailed as herein provided: The Club: c/o The Belmont Country Club, Inc. 181 Winter Street Belmont,MA 02478 Attention: President, Secretary and General Manager with a copy to: I p Sherin and Lodgen LLP 101 Federal Street Boston,MA 02110 Attention: Gary M. Markoff, Esq. Buyer: c/o National Development 2310 Washington Street Newton Lower Falls, MA 02462 Attention: Theodore R. Tye with a copy to: c/o National Development 2310 Washington Street Newton Lower Falls, MA 02462 Attention: Richard P. Schwartz, Esq. 11 00804542.6 Notices shall be deemed given when delivered by hand to the addressee,or if so mailed or delivered by courier, when delivered or first tendered for delivery as shown on the records of the U.S. Postal Service or such courier service. 23. Amendments. This Agreement may not be amended, modified, or terminated except by a written instrument duly executed by the owners of all of the Properties and joined in by the holders of all mortgages of record on each of the Properties. 24. General. Whenever required by the context of this Agreement,the singular shall include the plural, and vice versa, and the masculine shall include the feminine, and vice versa. Headings used in this Agreement are for convenience or reference only and shall not affect meanings or interpretations of the contents of this Agreement. This Agreement constitutes the entire agreement among the parties as to the subject matter hereof, and there are no representations,,warranties, covenants or agreements, express or implied,with respect to the subject matter hereof, other than those expressly set forth herein. Other than the rights,easements and covenants expressly granted or made in this Agreement,there are no other rights, easements or covenants granted or made hereby and none shall be created by implication,necessity or otherwise. 25. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument,but all of which together shall constitute one and the same instrument. [Signature Page to Follow] 12 00804542.6 Executed as an instrument under seal as of the date first set forth above. THE CLUB: THE BELMONT COUNTRY CLUB,INC., a Massachusetts nonprofit corporation By: Title: COMMONWEALTH OF MASSACHUSETTS Middlesex, ss. —, 201_ Then personally appeared before me,the above named as of said THE BELMONT COUNTRY CLUB, INC., and proved to me through satisfactory evidence of identification,which was a !I to be the person whose name is signed above, and has acknowledged to me that he/she has signed it voluntarily for its stated purposed, as of THE BELMONT COUNTRY CLUB,INC. Notary Public: My Commission Expires: [Signature Page Continues on Next Page] 13 00804542.6 in BUYER: [ 19 a Delaware limited liability company By: Title: COMMONWEALTH OF MASSACHUSETTS Middlesex, ss. ,201_ Then personally appeared before me,the above named , as of said [ 1, and proved to me through satisfactory evidence of identification,which was a ,to be the person whose name is signed above, and has acknowledged to me that he/she has signed it voluntarily for its stated purposed, as of r 1. Notary Public: My Commission Expires: 14 00804542.6 �� 1 r Exhibit A [Insert Final Plans] 15 00804542.E l��l�lil�il dll wi1ll��t11 w u i iiu i � ii r Igo � iim III 1ii1i iiiiiiii�� i yin Ip Exhibit B Sight Line Easement Area 16 00804542.E ��il�� ' 1� � �III ,,,,{1��; ul� u� Illlin��`��IPiI�I�I�I��IVII)I�� hiu��llllli�r��'IIII�IIIIIIII�IiI ui111u� � r Iuli��IIIIIIIIIIIIIIIII��iur� �, IIIIIIIIi�� uu ii iiiiiiuillllii WIUI�I, AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Amendment to the Inter-Municipal Agreement Between the Towns of Lexington and Bedford Adding the Town of Carlisle to a Veterans' Services District PRESENTER:TER• ITEM S NUMBER: Jim Malloy, Town Manager I.2 SUMMARY: The Board previously reviewed this agreement at the January 27, 2020 Select Board meeting. During the past week, the Town of Carlisle voted to approve and authorized the Town Administrator to sign the amendment. In discussing it with the Town Manager in Bedford, I modified the agreement for the signature block to be by the Town Managers/Administrator. Otherwise, the agreement is as previously presented. SUGGESTED MOTION: Move to approve the Amendment to the Veterans' S ervic e District between the Towns of Lexington and Bedford adding the Town of Carlisle to the District, as attached, and further authorizing the Town Manager to execute the agreement. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 7:20pm ATTACHMENTS: Description Type AMENDMENT TO THE INTER-MUNICIPAL AGREEMENT BETWEEN THE TOWNS OF LEXINGTON AND BEDFORD ADDING THE TOWN OF CARLISLE TO A VETERANS' SERVICES DISTRICT WHEREAS, the Town of Lexington a Massachusetts municipal corporation having a usual place of business at Town Office Building, 1625 Massachusetts Avenue, Lexington, MA 02420, acting by and through its Select Board ("Lexington"), the Town of Bedford, a Massachusetts municipal corporation having a usual place of business at 10 Mudge Way, Bedford, Massachusetts 01730, acting by and through its Board of Selectmen ("Bedford"), and the Town of Carlisle, a Massachusetts municipal corporation having a usual place of business at 66 Westford Street, Carlisle, MA 01741, acting by and through its Board of Selectmen ("Carlisle"), desire to share the services and costs associated with a Veterans' Services District; and WHEREAS, Lexington and Bedford previously had entered that certain agreement dated the of 20 , creating the Lexington-Bedford Veterans' District(the "Agreement"); and WHEREAS, each of the parties has obtained authority to amend the Agreement pursuant to G.L. c. 40, s 4A and c. 115; WHEREAS, pursuant to 108 C.M.R. § 12.02(1), the Massachusetts Department of Veterans' Services Secretary(Secretary) must approve this Amendment; NOW, THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree under seal to amend the equivalently numbered paragraphs of the Agreement as follows, provided that any terms of the Agreement consistent with this Amendment and not changed by the Amendment shall continue in full force and effect. A copy of the Agreement, as amended, is attached hereto as Appendix A to this Amendment: 1. The first page of the Agreement shall be amended to include references to Carlisle as shown in Appendix A. 2. District Board. Amend the first sentence of Section I to read, "A District Board shall be created on approval of this agreement with one representative from Lexington, Bedford, and Carlisle." 3. Term. Amend the first clause of Section 3 to read as follows: "The term of this Agreement, as amended, shall commence on the date of execution hereof,...". 4. Veterans' Services District Director. Strike all text in Section 4 and replace it with the following: "The VSO of Lexington, or a successor hired through standard personnel practices agreed to by the District Board, shall serve as the Director of the District and will supervise all VSO's in their duties. For the avoidance of doubt, the parties shall share the services of the Veterans' Services District Director and any Veterans' Services Officer[s], notwithstanding any other provision of this Agreement to the contrary." 5. Cost of District Operations. Strike the first sentence of the first paragraph of Section 5 and replace it with the following: "Lexington, Bedford, and Carlisle shall assume their respective shares of the costs associated with a common Veterans' Services District, based on the Cost Allocation Model attached as Appendix D." Strike the first sentence of the first paragraph of Section and replace it with the following: "Bedford and Carlisle shall contribute their share of the associated costs for these positions by paying to Lexington an amount 1 as required by the terms and conditions of this Agreement and Appendix XX." Strike the thud paragraph of Section Sand replace it with the following: "Lexington shall adjust the compensation it pays said positions as it may elect to do in accordance with standard personnel practices that impact upon the Veterans' Services District Director and Veterans' Services Officers and shall give prompt written notice to Bedford and Carlisle of any such adjustment." Strike the fourth paragraph of Section S and replace it with the following: "To provide Bedford and Carlisle with certainty in planning their budgets for the Veterans' Services District, Bedford and Carlisle's payments to Lexington each fiscal year shall be established and fixed by March 1. Within 90 days of the close of each fiscal year, Lexington will provide Bedford and Carlisle with an analysis of actual staff and office expenses for the prior fiscal year. Any amount over or under the amount paid by Bedford and Carlisle will be adjusted in the subsequent year's payments by Bedford and Carlisle." 6. Other Benefits. Strike the first paragraph of Section 6 and replace it with the following: "Lexington shall provide the Director and VSO[s] with all benefits to which they are entitled under standard personnel practices of Lexington. All parties agree to allow the Director and VSO[s] to enjoy such vacation, sick days, personal days and other leave as she may be entitled to receive under standard personnel practices of Lexington. No party shall make any demand on the Director or VSO[s] or take any action with respect to them that is in violation of their rights under standard personnel practices of Lexington or under any applicable legislation." Amend the second clause of the second paragraph of Section 6 to read as follows: "..., the Bedford and Carlisle shares of the cost of unemployment insurance premiums will be increased in the following year by a proportional amount." 7. Retirement Benefits. Strike the second sentence of Section band replace it with the following: "As part of Bedford and Carlisle's annual payments, they will pay the agreed upon prorated normal cost or other retirement benefits toward the pension/retirement costs of the VSO's of the district." 8. Duties. Strike the first sentence of Section 8 and replace it with the following: "The VSO[s] of the District shall perform their duties as required by the District Board and the respective local laws and regulations of Lexington, Bedford, and Carlisle." 9. Office Hours and Locations. Strike all text in Section 9 and replace it with the following: "The Director and the VSO[s] shall work primarily in the office spaces provided by Lexington, Bedford, and Carlisle. The towns shall maintain regular, public office hours with such office hours to be mutually agreed upon by the parties." 10. Indemnification. Strike all text in Section 10 all and replace it with the following: "Notwithstanding the final sentence of G.L. c. 40, §4A, to the extent permitted by law, the Town of Bedford and the Town of Carlisle (each an "Indemnifying Municipality") separately agree to indemnify the Town of Lexington, including all officials, officers, employees, agents, servants and representatives, from and against any claim arising out of the duties performed by the Veterans' Service District staff pursuant to the Agreement in or on behalf of the Indemnifying Municipality for any claim of liability, loss, damages, costs and expenses for personal injury or damage to real or personal property by reason of any negligent act or omission by the Veterans' Services District while performing services for the Indemnifying Municipality. As to any claim or occurrence, the express indemnification set for above shall be town-specific: Lexington's obligations shall be limited to the services provided for Lexington; Bedford's obligations shall be limited to the services provided 2 for Bedford; and Carlisle's obligations shall be limited to the services provided for Carlisle." 11. Assignment. Strike all text in Section 12 and replace it with the following: "No party shall assign or transfer any of its rights or interests in or to this Agreement, or delegate any of its obligations hereunder, without the prior written consent of the others." 12. Notices. Strike all text in Section 18 and replace it with the following: "Any notice permitted or required hereunder to be given or served on the other parties shall be in writing signed in the name of or on behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual receipt of any hand delivery or three (3) business days after the date of any properly addressed notice sent by mail as set forth below. a. To Bedford. Any notice to Bedford hereunder shall be delivered by hand or sent by registered or certified mail, return receipt requested, postage prepaid, to: Sarah Stanton, Town Manager Bedford Town Hall 10 Mudge Way Bedford MA 01730 or to such other address(es) as Bedford may designate in writing to Lexington and Carlisle. b. To Lexington. Any notice to Lexington hereunder shall be delivered by hand or sent by registered or certified mail, return receipt requested, postage prepaid, to: James J. Malloy, Town Manager Lexington Town Office Building 1625 Massachusetts Avenue Lexington, Massachusetts 02420 or to such other address(es) as Lexington may designate in writing to Bedford and Carlisle. C. To Carlisle. Any notice to Carlisle hereunder shall be delivered by hand or sent by registered or certified mail, return receipt requested, postage prepaid, to: Timothy D. Goddard, Town Administrator Carlisle Town Hall 66 Westford Street, Carlisle, Massachusetts 01741 or to such other address(es) as Carlisle may designate in writing to Bedford and Lexington." 13. Financial Accounting and Reporting. Strike the second and thud sentences of Section 20 and replace them with the following: "Lexington shall maintain accurate and comprehensive records of all costs incurred by or on account of the Veteran Services District, and all payments received from Bedford and Carlisle. Annual financial statements will be issued by Lexington to Bedford and Carlisle within 120 days of the end of the fiscal year." 3 WITNESS OUR HANDS as of the first date written above. TOWN OF BEDFORD TOWN OF LEXINGTON TOWN OF CARLISLE By its Town Manager By its Town Manager By its Town Administrator BEDFORD LEXINGTON . 4 AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Draft Letter of Support for Massachusetts Historical Commission Preservation Award for Cary Memorial Building PRESENTER: ITEM NUMBER: Doug Lucente, Chair I.3 SUMMARY: The Massachusetts Historical Commission(MHC) founded a program to annually present Preservation Awards to preservation projects or individuals that have displayed an outstanding commitment to historic preservation in Massachusetts. Nominations for the 2020 award are for projects competed in 2016, 2017, 2018 or 2019. Mills Whitaker Architects has asked if the Select Board would supply a letter of support to be included in their application to the Massachusetts Historical Commission for a Preservation Award for their work on the Cary Memorial Building. For your reference, Mills Whitaker Architects LLC provided their project summary which they will be include in their application to MHC for consideration for the preservation award. SUGGESTED MOTION: Move to (approve) signing a letter of support for inclusion in Mills Whitaker LLC's application to the Massachusetts Historical Commission for a Preservation Award for their work on the Cary Memorial Building. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 7:25pm ATTACHMENTS: Description Type DR,.Al'..a""I'�1.1-]pport I etter C.pary IVII ern..)ria I J.3u i Id in g fi.)r VII I R'..'7 02.0 f3xackup Material F) Cary Mllerviotial Building project sumiTuary I.b r IVII I If 2020 1.1ackup Mlaterial L4.01 .�J� 'Tobin of lextugton, fRa.5.5arbu.5ett.5 SELECT BOARD OFFICE DOUGLAS M.LUCENTE,CHAIR JOSEPH N.PATO SUZANNE E.BARRY JILL I.HAI TEL: (781)698-4580 MARK D.SANDEEN FAX: (781)863-9468 February 3,2020 Ms.Brona Simon,Executive Director Massachusetts Historical Commission 220 Morrissey Boulevard Boston MA 02125-3314 RE: MHC 2020 Preservation Awards Isaac Harris Cary Memorial Building Dear Ms. Simon, The Select Board of the Town of Lexington wishes to express its support for a 2020 Preservation Award for the Isaac Harris Cary Memorial Building at 1605 Massachusetts Avenue in Lexington Center. This significant historic building has hosted many public events such as Town Meeting, Town Elections, the Cary Lecture Series, Lexington Symphony concerts and a range of other important community activities. Given as a gift by the daughters of Isaac Cary, the building has been promoting Lexington's educational and community life in myriad ways since its dedication in 1928. The recently completed rehabilitation and restoration was the result of public input from citizens, committee members and staff representing diverse interests in Town, and the resultant project successfully addressed the identified needs while preserving the integrity of the structure, its character and functionality within this important historic resource. Prior to the renovation, not all areas of the building were handicap accessible, many areas were poorly lit, and mechanical equipment noise made hearing presentations difficult. These problems were corrected with sensitively designed improvements so that now the facility can be accessed throughout, acoustics are greatly enhanced, and the intended uses of the building are thriving following the restoration. `1Ve encourage consideration of granting a 2020 MHC award to the Cary Memorial Building in the "Rehabilitation and Restoration"category. Sincerely, Douglas M. Lucente, Chair Jill I. Hai Joseph N.Pato Suzanne E. Barry Mark D. Sandeen 1625 MASSACHUSETTS AVENUE- LEXINGTON,MASSACHUSETTS 02420 e-mail selectmen@lexingtonma.gov SUMMARY / REHABILITATION & RESTORATION ISAAC HARRIS CARY MEMORIAL BUILDING 1605 Massachusetts Avenue/ Lexington MA Located in the Town Center, the Isaac Harris Cary Memorial Building is the most significant historic public building in Lexington, regularly hosting events such as Town Meeting, Town Elections, the Cary Lecture Series, Lexington Symphony performances and a range of other community activities. From its dedication in 1928, the building has been promoting Lexington's educational and community life as was expressed in the individual wills of Mr. Cary's two daughters, Eliza Cary Farnham and Susanna E. Cary. The Cary Memorial Building occupies a prominent site along Massachusetts Avenue between the Town Offices Building and Police Station. The parsonage of Benjamin Estabrook, the first minister of Lexington, formerly occupied this site. Designed by Kilham, Hopkins and Greeley with Willard D. Brown, the facility is a red brick and white trimmed Colonial Revival structure set behind a broad front lawn with a circular drive. Frequently mistaken for being Lexington's Town Hall,this stately structure has a physical presence that clearly communicates its importance within the civic life of the community. Mills Whitaker Architects LLC was retained by the Town to evaluate existing conditions and propose appropriate recommendations to improve the facility and assure its continued use. With relevant input from Key User Groups, Town Committees and Lexington residents, a comprehensive plan was developed to address myriad problems while preserving and restoring the historic character and integrity of this important town resource. The facility appeared to be well maintained and in good condition, but significant deficiencies were present in its lack of full accessibility, poor acoustics for speech intelligibility, inadequate lighting for performances, insufficient toilet facilities for large events, noisy HVAC systems and various other elements requiring rehabilitation in order to better serve all activity groups. The rehabilitation and restoration project included the following components: ❖ Making the auditorium and recital stages accessible; restoration of the green room with access to both stages; improvements to lighting and support systems for performances and other events. ❖ Provision of accessibility to the auditorium balcony for wheelchair seating, and access to a large meeting room at the uppermost level of the building above the entrance lobby. ❖ Replacing HVAC systems to reduce noise so that heating and cooling can function during events, whereas previously the systems had to be turned off during meetings and performances. ❖ Acoustical improvements in the auditorium with variable systems that maintain full reverberation for symphonic performances and provide absorption for clarity of speech and amplified music. ❖ Improvements to lobbies and meeting rooms for enhanced acoustics, lighting and integration of audiovisual systems for meetings and events. ❖ Expansion and renovations of toilet rooms with accessible fixtures in all locations; provision of two accessible catering kitchens for serving public events and for support of performers. The restored historic facility has been well received by the community, preserving the intentions of Cary's two daughters and their enduring provision for future generations. AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Select Board Committee Appointments & Resignation PRESENTER:TER• ITEM S NUMBER: Doug Luc ente, Chair I.4 SUMMARY: Appointments: Town Celebrations Subcommittee The Board is being asked to appoint Stephen Cole, Jr. as a member of the Town Celebrations Subcommittee with a term expiration date of June 30, 2020. Lexington Center Committee The Board is being asked to appoint Innes s a Manning as a member of the Lexington Center Committee to fill the unexpired term of David Tab eling with a term expiration of September 30, 2020. Resignation: Town Celebrations Committee The Board is being asked to accept the resignation of Robert "Bob" Tracey from the Town Celebrations Committee effective immediately. Mr. Tracey has indicated that he would like remain an asset to the Committee in a non-voting role. The committee requests to bestow upon Mr. Tracey an Honorary Membership to the Town Celebrations Committee in recognition of his commitment of service since 1996. His new status would be effective immediately. SUGGESTED MOTION: Move to appoint Stephen Cole, Jr. to the Town C eleb rations Subcommittee with a term expiration date of June 30, 2020. Move to appoint I nne s s a Manning to the Lexington Center Committee as a member for a term to expire on September 30, 2020. Move to approve the resignation of Robert "Bob" Tracey as a full member of the Town Celebrations C ommitttee. Move to approve an Honorary Membership for Robert "Bob" Tracey on the Town Celebrations Committee. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 7:30pm ATTACHMENTS: Description Type F) 2020"FOMM C'..(debrations Subcomrnittee Aj,)pficatlion S.,(..(.)Ie 1'3,ackup MIlaterial F) 2020 1 txington Center(A.)n"Irnittee Application 1.V11"anning 1.3,,,i,(..,,kup IVIlaterial F) Resignation LiAter R.Tracey 11,,ickup MIlaterial APPL,ICATIO►N FOR APPOINTMENT FOR BOARD/COMMITTEE MEMBERSHIP Board/Committee of Interest: 1. :�,„� � ,' � 2. 3. 4. Would you consider another Committee: ::�6,044 For how long should we keep your application on file? Full Name: # 0 6 Nickname: Preferred Title(please circle) Mr./Ms./Mrs./Other: Home Address: ,.Oslo' Zip: P Length of Residence in Lexington: ��:`'�" , AIS1, p Occu anon: w%A�IA 0 16%1 OTT?!lan RAIL I - _WnftApmt� 0CX_ff iim4ftrk Work Address: VSOOO, Phone: Isom Workonii1m Fax Cell E-mail: Primary; Secondary: If you currently serve an a Board or Committee, please identify: Special Training, Interests, Qualifications: ,3 at ' w 17 M I h.V+ L Y Have you been asked by a Committee to become a member? Ve 5; How did you hear about the Committee? 1tieb) Please attach a current resume, if possible. Add any comments below or on a separate page. Signature. 5koo'r Date: /' APPLICATION FOR APPOINTMENT FOR BOARD/COMMITTEE MEMBERSHIP Board/Committee of Interest: 1. 2. 3. 4. Would you consider another Committee: For how long should we keep your application on file? &C Full Name: "A/a5NA A&j rVIO CO- Nickname: Preferred Title (please circle) Mr(mgmrs./Other: Home Address: 4 6 Yo(Z%t. q5l-R a=.0W1Pft-*- _Xf �,-�r-� � M A- zip.. OS41 pa o Length of Residence in Lexington: qt� Occupation: V r,C.#"%CAC^N �%A Work Address: t o nn%tl Phone: Home Work 5-6/4 9F Fax Cell S AktAs E-mail: Primary: Secontdary:If you currently serve on a Board or Committee, please identify: ?1rr5jt,.k Special Training, Interests, Qualifications: -1:74r%C'Wn C*t.k oeslz��isfs col� lr A 1 Have you been asked by a Committee to become a member? f&L%A Son How did you hear about the Committee? yr�'u' C':' C. Please attach a current resume, if possible. Add any comments below or on a separate page. Signature: off.Date: I e;t 0 e January 26, 2020 Lorain Marquis Chairman,, Lexington Town Celebrations Dear Lorain, I would like to step down from the board of the Town Celebrations Committee and become an honorary member. This means that I could continue to receive e-mails and attend meetings, but I have no vote. Yours truly, Robert Tracy AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update - ATM 2020 Warrant Article 26 - Amend Historic Districts Commission Enabling Legislation PRESENTER:TER• ITEM S NUMBER: Doug Luc ente, Chair I.5 SUMMARY: This item is to provide an update to the Board on Article 26 regarding the nominating bodies for the Historic Districts Commission(HDC). The Lexington Arts & Crafts Society has agreed to relinquish their position as a nominating body for the appointment of an associate member to the H D C. The Lexington Chamber of Commerce has agreed to formally accept the responsibility as a nominating body in place of the Lexington Arts & Crafts Society. The article itself will be presented at 2020 Annual Town Meeting to formally change the appointment requirements for the HD C. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 7:35pm ATTACHMENTS: Description Type ARTICLE 26 - AMEND HISTORIC DISTRICTS COMMISSION ENABLING LEGISLATION To see if the Town will vote to authorize the Select Board to petition the Massachusetts General Court for an act to amend Chapter 447 of the Acts of 1956, "AN ACT ESTABLISHING AN HISTORIC DISTRICTS COMMISSION FOR THE TOWN OF LEXINGTON AND DEFINING ITS POWERS AND DUTIES, AND ESTABLISHING HISTORIC DISTRICTS IN THE TOWN OF LEXINGTON", as previously amended, in substantially the below, and further to authorize the Select Board to approve amendments to the bill before enactment to the General Court that are within the scope of the general objectives of the petition, as follows: Be it enacted by the Senate and House of Representative in General Court assembled, and by the authority of the same as follows: Section 1. Chapter 447 of the Acts of 1956, as previously amended, is hereby amended by replacing the words "Arts and Crafts Society"with the words "Chamber of Commerce" wherever they appear, and by deleting the words "and a secretary" in section 4 of said Act. (Inserted by the Select Board at the request of the Historic Districts Commission) DESCRIPTION: Chapter 447, the governing legislation for Historic Districts regulation and review, has not been substantially revised or amended since its original passage in 1956 and has not been revised or amended at all in nearly two decades. The Historic Districts Commission is proposing this amendment to streamline and strengthen the process of appointing members to the Historic Districts Commission, thus broadening the availability of qualified, willing applicants to serve as Historic District Commission members, and delete the unnecessary requirement that a secretary be elected as that role is fulfilled by a staff member. RECEIVED Lexington Arts&Crafts,Soc''Iety SELECT BOARD 30 Waltham Street. Lexington, MA 0 1 781-862-9696 BOARD OF DIRECTORS January 30, 2020 President Select Board Wayne Davis Town of Lexington Vice President 1625 Massachusetts Avenue Katina Leodas Lexington, MA 02420 g Treasurer Peter Bain Via Em a i I to: .. .. i. Members Todd Carey Nancy Cornelius Dear Members of the Select Board: Mireille Gart Louise Hara Lauri Hugentobler We understand that Lexington Town Meeting may be considering a Warrant Peter J. Kelley Article that would remove the Lexington Arts & Crafts Society as a nominating Bruce Neumann g y g Jenny Pyle body for the position of Associate Member of the Historic District Commission Rachel Rosenblum Matthew Siegal (H D Q. Susan St. Maurice On behalf of LexArt, let me first express our appreciation to the Town for affording us this privilege over the years. We are proud of our ties to the STAFF community and look forward to contributing to it in any way we can. Director of Operations and Programs Given the evolving interests of our members and expansion of our Terumi Irizawa membership beyond and the Town boundaries, the reasons for affordingLexArt a Office Administration formal role in the HDC Nominating Process are no longer as compelling as Colleen Matai h were when hprovisionsw r Wthereforeb y n they ee ete eeadopted. We objection to the proposed Warrant Article. Sincerely, Wayne H. Davis President non profit 01(r')(3)arts coiItal)oroti e that sr.rp pcirts, rrr<: rr(1,gt,(r'd providing studio slpa (y, cItlerg shows,r uss, s al li I workshops. C II IA NI I F"R C 0 NIA NI I` R L To Doug Lucente, Lexington Select Board Chair cc: Suzie Barrie, Lexington Select Board From-, Caryl Dlugy, Lexington Chamber of Commerce Board Chair Re: Historic Districts Commission Please be advised that the Lexington Chamber of Commerce is willing to formally accept responsibility to nominate candidates, for appointment by the Lexington Select Board to the Lexington Historic Districts Commission, as provided by Massachusetts statute. We understand an article will appear on the Lexington Spring Town Meeting Warrant providing for this. Lexington Chamber of Commerce 1620 Massachusetts Avenue (1875 Massachusetts Avenue after May 1) Lexington, MA 02420 (781)862-2480 AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: 2020 Annual Town Meeting PRESENTER:TER• ITEM S NUMBER: Board Discussion I.6 SUMMARY: Discuss Drafting Select Board Written Report • Determine topics for inclusion the Select Board Report to 2020 Annual Town meeting • Assign topic to individual Board Member to draft • Submission of drafts to Select Board Office • Draft Report will be put onto future agenda for Board Review Review Assignment of 2020 ATM Articles to Select Board Members for Presentations SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 7:45pm ATTACHMENTS: Description Type BOARD OF SELECTMEN TOWN OF LEXINGTON �o v I ...__ °°. . �,r° � "° f 0 90 VV� qp APRIL 0 f i V p l r I M ryp. ''�,%��iblYlRRR I 11 REPORT TO THE 2019 ANNUAL TOWN MEETING March 2019 Board of Selectmen: Suzanne E. Barry, Chairman, Douglas M. Lucente, Vice-Chairman, Joseph N. Pato,Jill I. Hai, Mark D. Sandeen Kim Katzenback, Executive Clerk Table of Contents Message from the Board of Selectmen Page 2 Board of Selectmen Goals FY2019-FY2020 Page 3 Article 42 ATM 2018-Special Permit Residential Development (SPRD) Referral to the Board of Selectmen Page 4 Hartwell Avenue Zoning Initiative Page 7 Affordability for the Residents Page 8 Municipal &School Building Projects Page 9 March 2019 The Board of Selectmen has prepared this written report to Annual Town Meeting 2019 under Article 2. This report contains an update to Town Meeting on the status of Article 42-Special Permit Residential Development Permits that was referred back to the Board at Annual Town Meeting 2018. This report also covers four other areas the Board felt would be of interest to Town Meeting. They are: Board of Selectmen Goals for FY2019- FY2020, the current status of the Hartwell Avenue Zoning Initiative, the current status of addressing Affordability for the Residents and the current status of Municipal and School Building Projects. Should you have any questions or comments regarding this report,the Board encourages you to get in touch with any member of the Board thru email: selectmen@lexingtonma.gov or by calling the Board of Selectmen's Office (781-698-4580) to schedule an in-person meeting. All five members of the Board hold regularly scheduled office hours in the Selectmen's Office at Town Office Building (unless otherwise noted) as follows: • Suzie Barry, Chairman: Thursday 4:00-5:00 pm sbarry@lexingtonma.gov v v • Doug Lucente, Vice-Chairman: Tuesday 4:00-5:00 pm dlucente@lexingtonma.gov • Joe Pato: Wednesday 10:00-11:00 am Wednesday 2:00-3:00 pm at the Community Center j]pato@lexingtonma.gov • Jill Hai: Wednesday 3:00-4:00 pm jhai@lexingtonma.gov • Mark Sandeen: Tuesday 3:00-4:00 pm msandeen@lexingtonma.gov Respectfully submitted, Lexington Board of Selectmen Suzanne E. Barry, Chairman Douglas M. Lucente, Vice-Chairman Joseph N. Pato Jill 1. Hai Mark D. Sandeen Board of Selectmen Goals FY2019-FY2020 Each spring following the Annual Town Meeting,the Board of Selectmen meet to discuss their goals for the upcoming fiscal year and to establish and confirm what their guiding principles will be as a means of informing staff and to help guide the annual budget process. During the goal setting process,input is solicited and received from:Staff,Board members, Boards and Committees and the community. For the FY2019-FY2020 process, the Board evaluated over 60 submissions and narrowed the focus to 22 categories which were then prioritized and assigned to a Selectman or two Selectmen to shepherd. Assignments are specifically made so that while each Selectman may be assigned as the single member to a goal, all of the Selectmen are assigned to work with each other when two selectmen are assigned to a goal; we feel this approach helps us work and grow together as a team. Once approved by the Board, the Goal Setting spreadsheet with the goals and action items is posted to the Selectmen's web page on the Town website. The goals established in June of 2018 for FY2019-FY2020 are: Capital Planning, Town Manager Recruitment, Public Safety Facilities, Affordability for the Residents, Public Information & Communications, Planning/Housing, Zoning Changes, Sustainability; Standards and Process for Building Projects, Transportation Services, Mental Health and Wellness, Public Service Impacts of Changing Demographics/Diversity, New Revenue Sources, Complete Streets; Road and Sidewalk Maintenance, Disability Accessibility Support, Review Charges and Work of Appointed Boards and Committees, Vacant Buildings, Comprehensive Plan, Parking Requirements in the Zoning Bylaw, Achieve League of American Bicyclists Silver Bicycle Friendly Community Status, Onboarding Superintendent, Engage in Needs Assessment for Year 1 of Age Friendly Initiative in Lexington (Livable Lexington), Recreation Committee Support and Parks and Open Space Opportunities and Stakeholder Committee. Twenty-two goals is an ambitious amount of work for us to add to an already full plate, however, some of the goals dovetail into work we are already doing. Will we make progress on some of them or most of them, we are certainly moving in that direction. Article 42 ATM 2018-Special Permit Residential Development (SPRD) Referral to the Board of Selectmen At ATM 2018, Town Meeting voted to refer Article 42, a citizen's article to revise the Special Permit Residential Development (SPRD) Bylaw, back to the Board of Selectmen for further evaluation and work. The Board allocated funds in its budget to cover the costs of a facilitator for the SPRD committee and a legal consultant for actual drafting of any bylaw revision. The following committee charge was drafted and approved by the Board of Selectmen: SPECIAL PERMIT RESIDENTIAL DEVELOPMENT (SPRD) ZONING BYLAW AMENDMENT AD HOC COMMITTEE Members: Nine (9) voting; 2non-voting liaisons. Committee membership should be representative of the broad range of stakeholder interests. Members should include residents or individuals working in Lexington who have background or experience in: • Smart growth residential policy; • Residential development or construction; • Residential real estate marketing or sales; Affordable housing policy, development or construction; • Land use planning or engineering; • Interested residents • The Committee will also include: • A member of the Board of Selectmen • A member of the Planning Board While not part of the Committee, the following committees are invited to recommend a non-voting liaison: • Capital Expenditures Committee • Appropriation Committee Appointed by:Board of Selectmen. The Board of Selectmen will designate the Committee Chair, in consultation with the Chair of the Planning Board. Length of Term: The length of term will be from formation through the end of the Town Meeting session at which a proposed Bylaw is considered. Staff Support: Technical consultant, committee facilitator or consultant, Planning Director (limited) Meeting Times:As determined by the committee. A minimum of three meetings to solicit public comment and input to be held at times geared to maximize community participation. Committee Goal: Gather and provide stakeholder input, housing data and draft a Statement of Values, so that consultants, under direction of the Committee, Elected Boards, and staff, can develop a draft zoning bylaw amendment and warrant article to either revise or replace Section 135- 6.9 of the Zoning Bylaw, Special Permit Residential Development, to provide for the creation of more affordable and diverse residential dwelling units. Committee Role: This committee will: 1) Undertake a comprehensive listening strategy to garner community and stakeholder input on a SPRD Bylaw. Over the life of the committee, a minimum of three meetings to solicit public comment and input should be held at times geared to maximize community participation. Input sought should include that on community housing needs and obligations, goals of Special Permit residential developments, and associated costs and benefits. 2) Summarize and contextualize community input in a written report 3) Work with Elected board representatives, staff, the public, and appropriate consultants to review the current bylaw, the work from the Residential Policy Committee, and the 2017 and 2018 Annual Town Meetings on the same subject, and draft a revised SPRD zoning bylaw. Bylaw should include consideration for the propriety and cohesiveness of resulting developments within the context of their surroundings. This effort should include input and documentation from the development community. 4) Seek input from the Disabilities Commission, the Council on Aging, the Conservation Commission and other relevant stakeholders. Deliverables: 1) Present a progress report to the Board of Selectmen once per month from November, 2018 through completion. 2) Draft zoning bylaw amendment warrant article, consistent with specifications above, as soon as practicable. The appointed members of the Ad-Hoc SPRD Committee are: • Jill Hai (Board of Selectmen) • Richard Canale (Planning Board) • Scott Cooper • Matt Daggett • Heather Hartshorn • Joyce Murphy • Richard Perry • Taylor Singh • Betsey Weiss The committee has held three meetings,with a fourth scheduled before the end of March 2019 during which we have examined the existing bylaw, projects produced since its inception and reviewed the intentions of the bylaw. We have also reviewed the Towri s Housing Production Plan and its goals. We have heard from experts on inclusionary zoning and affordable housing. The committee has looked at alternative zoning from neighboring communities and options employed elsewhere. The minutes of these meetings are on file, and available on the Town's website and the meetings are taped by LexMedia and available for viewing on demand. In April 2019, the committee will be holding two public sessions seeking input from the community;a morning session on April 23,2019 and an evening session on April 25,2019. More information on these sessions will be coming soon. Hartwell Avenue Zoning Initiative The Board of Selectmen have continued to explore strategies with respect to economic development and zoning initiatives in the north section of Hartwell Avenue. The commercial property values in Lexington have been relatively flat over last ten years. In response to this, an Economic Development Summit was held in June 2017. At this meeting a continued interest was expressed for the Town to work toward enhancing our commercial tax base. The Selectmen requested the Town Manager to work with staff on developing recommendations for zoning changes for the Selectmen and the Town at large to consider. The Town hired an urban design team and a real estate analyst to help develop a conceptual vision with planning strategies for the Hartwell North area. The Hartwell North area has been determined as one of the largest opportunities for economic development. In May 2018 a joint meeting of the Board of Selectmen and the Planning Board was held to discuss the rezoning of the Hartwell Avenue corridor that would allow for revised building heights, mixed-use, added density, parking requirement changes, and plans for new streetscape to improve access and walkability for the area. At this community-wide meeting the consultants' vision and planning proposals were presented. The feedback and concerns by the citizens were mostly related to traffic, fiscal impact, and Town character. Meanwhile, the Selectmen have continued working with property owners on smaller initiatives to improve the economic conditions in the area. In December, the Board of Selectmen approved a liquor license for a new restaurant on Maguire Road, and recently members of the board met with area property owners to look at opportunities for maximizing the growing needs for lab and office space. The Selectmen are committed to continue working on this initiative. Recently, the Town hired new staff for our Planning Department and we look forward to working with them, the Town Manager, and the Planning Board on this long-range project. Area residents and commercial property play an important role in the development of any new bylaws. The Selectmen will work them to ensure changes have a positive impact. With continued growth at Hanscom Air Force Base and Lincoln Labs, we will also pursue options for financing any traffic improvements at both the State and Federal level. Affordability for the Residents The Selectmen have adopted a goal to minimize the burden of property tax increases on residents. To this end, our aim is to: • Keep average residential property tax increase at or below 2.5% not including increases due to debt exclusions. • Keep total average residential property tax increase spikes at or below 5%. • Provide tax relief programs to reduce the burden on seniors and other vulnerable populations. The Board created the Ad Hoc Residential Exemption Policy Study Committee in January 2018 with the task of making policy recommendations related to adopting the Residential Exemption as allowed in state law. The committee held public hearings in May and December of 2018,held several panel sessions with subject matter experts and conducted a town-wide survey with 1,475 responses. Midway through its work, the committee asked for and was granted by the Board an expanded charge including investigating options for other exemption models that would require a home-rule petition to the state legislature. Work on the committee's recommendations is ongoing and is expected to be presented to the Board later this spring. In addition, the Board has scheduled a financial summit for May 2019 to review tax and budget policies. Municipal & School Buildings Lexington Fire Department Headquarters Replacement: Construction Start Date: Early November 2018 Estimated Project Completion Date: March 2020 (possible February 2020 occupancy) Project Budget: $19,943,700 Funding: STM 12017-Article 2/STM 4 2017-Article 4/ATM 2018-Article 13 Since November 2018 site work has included the abatement of the existing building, traffic signal relocation, building demolition, the construction of storm water retention basins, relocation of existing sewer lines and temporary relocation of Camelia Place. Unanticipated contaminated soils have been removed from below the foundations in concert with DEP approval. The old foundations and slabs have been removed. The site grading is nearly complete. The next few items are the installation of the helical piles and the arrival of steel. Fairly soon you'll begin to see the building construction starting. Visitors Center: Start date: Construction expected to start May 1, 2019 Estimated project completion date: March 25, 2020 (Landscaping to be completed by June 1st 2020) Project budget: $4,575,000 Funding: ATM 2017-Article 18/STM 2017 3-Article 8/ATM 2018-Article 22 Bid process is currently underway. Existing Visitors sales area and offices including equipment and supplies will move into the Cary Memorial Building after Patriots' Day 2019 and before the end of April. Westview Cemetery Building Construction: Start date: Design Development is complete and the Construction documents have started Estimated project completion date: Fall 2020 Project budget: $281,000 for design and $2,800,000 for construction Funding: ATM 2017-Article 120 Funding for the Construction of the Building will come to ATM 2019 under Article 20g. Lexington Police Station Rebuild: Start Date: Schematic Design is underway Estimated project completion date: Fall/Winter 2021 Project Budget: Currently $1,862,622 has been appropriated thru Construction Documents Funding: ATM 2018-Article 14 The police station design process is underway. Initial stages include re-affirmation of the needs program, and working with the draft refinements to the Sustainable Building Policy with regard to design input and process. Additionally, a thorough review of the issues surrounding the transitional needs of the existing radio / 911 / communications systems have been considered for the relocation to 173 Bedford street and back to the new facility. Hosmer House: Funding: STM 12018-Article 5 Article 5 of the 2018 Special Town Meeting appropriated $50,000 for the study regarding relocation or renovation of the Hammond A. Hosmer house, located at 1557 Massachusetts Ave. A committee has been formed with representatives from the Board of Selectmen,Permanent Buildings Committee,Historical Commission,Historic Districts Commission, Public Facilities Department and the Architectural firm LDa. The committee has begun its work and expects to hold public input sessions in April. Maria Hastings Elementary School: Construction Start Date: May of 2018 Estimated Project Completion Date: October 2020 (Student relocation to new school- February 2020) Project Budget: $65,279,418 Funding: STM 12016-Article 3/ATM 2017-Article 17/STM-3 2017-Article 2 The Hastings School Project was bid as a "Construction Manager at Risk" Contract and is being built by Walsh Brothers Construction of Boston. An early site Package and Early concrete & steel packages where bid and executed on site starting in May of 2018. The steel frame work is complete. The last of the concrete floor slabs is being poured over the next few weeks,while,roofing,metal wall framing and sheathing are underway on upper levels. The 80 Geo-thermal wells have been drilled and testing and protection of the wells is being completed. Site work continues and the day-to-day staffing on the project increases each week, as more opportunities for subcontractors open up with increasing square footage inside the building becoming available for work. The Scope and Budget agreement with the MSBA defines approx. $16,500,000 in reimbursement from the MSBA to Lexington on this project. Additional energy incentives with the utility companies are also being pursued. Lexington Children's Place: Construction Start Date: Early Site Contract: May 2018 New Building Contract: October 2018 Estimated Project Completion Date: Early Site completed: September 2018 New Building Complete: October 2019 (Building Occupancy 8/15/19) Project Budget: $15,079,342 Funding: STM 12017-Article 4 /STM 2 2017-Article 3/ATM 2018-Article 12 Lexington's Children's Place work started with an early site package in May of 2018 to abate and demolish the former school building and prep the earthwork to receive the new building and foundations. This work closed out in September of 2018 and the new building project began. CTA construction is tasked with the new building project. The foundations and steel frame are complete. Dense glass sheathing is being installed to the perimeter and interior rough in work is underway. The first half of the concrete slab on grade is poured and the second half is currently being prepared. The project is scheduled for occupancy in mid-August 2019 for use at the start of the 2019-2020 school year. Lexington High School With severe overcrowding, building systems that are well-past their useful lives, and spaces that do not adequately support the academic program, Lexington High School is in dire need of replacement or renovation and expansion. To that end, the Superintendent, with support of the School Committee and Board of Selectmen, submitted a Statement of Interest to the Massachusetts School Building Authority (MSBA) on March 17, 2019, requesting state support for a high school building project. The 51-page application addressed six of eight possible priorities, including the following: • Replacement or renovation of a building which is structurally unsound or otherwise in a condition seriously jeopardizing the health and safety of school children, where no alternative exists. • Elimination of existing severe overcrowding. • Prevention of the loss of accreditation. • Prevention of severe overcrowding expected to result from increased enrollments. • Replacement, renovation or modernization of school facility systems, such as roofs, windows, boilers, heating and ventilation systems, to increase energy conservation and decrease energy related costs in a school facility. • Replacement of or addition to obsolete buildings in order to provide for a full range of programs consistent with state and approved local requirements. Lexington will receive a response from the MSBA later in 2019. If Lexington were invited into the school building pipeline,a one-year feasibility period would begin, during which time issues of scope, siting, and cost would be explored in partnership with the MSBA. If Lexington is not invited into the pipeline in 2019,we will likely reapply in 2020 and every year thereafter until our application is accepted. In the meantime,the School Department is working to create a phased plan to accommodate students until a new or renovated building is available. h A ICI � W � 0 0 a w O*) 73 ct N O bA � N �•-� O ct � O 'M 'r O � bA bA Con cn CA ct rboq 0 V� t� 7 � p CA cn ct cn C/) ct ct 4� '+ bL CA O O •O O �•, p ,� ,._, O c� �:I, v� ct W [�•,•/I � U U U U U U U h h A 4-4 ct cn ct 4-4 L� a U H � N � W N W � w �a 0 0 a w M N N U N � •,--� ct cn 4-4 clt cn ctct ct 4-4 • �, CIO cn a� U U U h h A N L� a U H � N W p p� N � � � ►-� pq � N � W � � W � w �a 0 0 a w _N .N ct U U ct ct CAcn ct •�, • ' 4� pVOct Ct c ct N ct ct 4-j ct 4-4 con Ct ct Con un 4-4 �--. •a� con CIO ct U h h A 4-4 4-4 L� a U H � N � W N 0 0 o _ O N •O bA • r-j b o Cldcn ct ct 4-4 rA oct .cn Ic Ct O ct ct M �, ct ,� N � V U bA N N N N ct ct CA N N N N N N N N N M M M M M M M M M M [••I U U V U U U U U U U U U U U •� U U U U U h A N a � H � N W O p� N ,-� pq � ►-� � W � N � W 0 � W , 4 ct U ct cn N aj N ct , ct N ct Ct � O N c1t O � U � O c� O •� •,� N c Cld O O m p M ct M C c � O W AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Review Action Items for Select Board Goals PRESENTER:TER• ITEM S NUMBER: Doug Luc ente, Chair I.7 SUMMARY: The Board held an off-site facilitated goal setting session, which included inputs from Board/Committee Chairs and the Senior Management Team, both of which also had facilitated goal identification sessions. All of the s e sessions were facilitated by Julia Novak of the Novak Consulting Group. The Board received a report with goals and other recommendations. Two Board members (Doug Luc ente and S uzie Barry)worked with the Town Manager to more thoroughly develop the stated goals and measurable results for each goal area. The Board reviewed the goals several weeks ago at a meeting and had the opportunity to provide final edits for the attached version. The Board is being asked to assign one Board member as lead for each priority area, and agree on baseline performance/customer satisfaction measures for each of the priority areas. SUGGESTED MOTION: Move to approve the Select Board Goals for 2020-2021 as attached. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 8:OOpm ATTACHMENTS: Description Type Board of Selectmen Goals January 2020—December 2021 BOARD GOALS: • 2020—Assign one Board member as lead for each priority area; Agree on baseline performance/ customer satisfaction measures for priority areas below • 2021—Set improvement targets and expected results TOP PRIORITIES Thriving local economy • Create a predictable framework for permitting processes: o Redesign the Business Resource Guide to provide a more detailed explanation of the permitting process—the measurable goal will be an updated Business Resource Guide,this is to be undertaken by the Economic Development Office to be completed by Fall 2020. o Ensure businesses understand the Town's coordinated effort of all permitting departments through the Design Review Team (DRT). Promote the "one-stop" shop for all pre-permitting review to ensure that permitting processes go smoothly and that by the time an applicant is before a Board or Committee that all staff have commented on plans and that the plans meet the Town's requirements. The measurable goal is that outlines of meetings of the DRT are to be forwarded to the Town Manager and that a report will be developed outlining the number of days from initial contact to the Town to completion for the past 3 years will be developed and updated regularly to indicate the effectiveness of the DRT process,to be undertaken by the Planning Office. The initial report will be due July 2020. o Training for all Development/Permitting Boards—Training programs will be offered to these Boards through the Citizen Planning Collaborative and/or other programs and will be ongoing through the next two years. This will be undertaken by the Planning Department and a record kept of each Board member's training. The measurable goal is that written notification of training opportunities will be made and recorded. This will be initiated January 1, 2020. • Engage in a community conversation to define what attractive and vibrant would look like for Lexington: o This will be part of the ongoing comprehensive plan update with at least one specific facilitated community conversation to define what "attractive" and "vibrant" means in relation to Lexington. This will be undertaken by the Planning Department and incorporated into the final report on the Comprehensive Plan with the measurable goal to complete the Comprehensive Plan no later than December 31, 2020. • Work with businesses and property owners to develop creative and integrated solutions: o Continue meetings with both small local businesses and larger, corporate businesses. ■ Small business meetings will commence on a quarterly basis (starting with the first quarter of 2020), where these have been irregularly scheduled over the past year. This will be one venue to have discussions with local businesses over a variety of topics, including the impact of the Center Streetscape Project. The measurable goal will be improved communications from 4 quarterly meetings by December 2020. These meetings will be scheduled through the Economic Development Office who will attend these meetings,the Selectmen will 1 designate two members as well as the Town Manager or his designee to attend these meetings. The measurable goal is that 4 quarterly meetings are held to improve communications. ■ The outreach program with larger businesses will continue through 2020 with the plan to hold at least six meetings with large businesses during 2020 targeted to businesses that may be growing, lease renewals or other indicators. This will be coordinated through the Economic Development and Town Manager's offices. With one of these meetings being a joint meeting with the Center Businesses group. The measurable goal is that a minimum of 6 meetings are held with the larger business owners in Lexington. ■ Center Businesses—A quarterly meeting will be established in 2020 specifically with businesses in the Center Business District through the Center Committee to discuss the impacts of the Center Streetscape Project and to work around as many issues as possible to ensure the project goes smoothly. The project is slated for construction to begin in the Spring of 2021,therefore starting the first quarter of 2020 a meeting will be initiated through the Economic Development, Public Works Department and Public Information Officer,who will be responsible to communicate with businesses to ensure an effective two- way communication before and during the project to minimize complaints and to establish an effective complaint resolution program during construction. The measurable goals will be that 4 meetings are held and that a two-way complaint/complaint resolution program is developed. ■ Through the Town's Finance Department, data will be accumulated during the first three quarters of 2020 to develop an impact statement and to identify the number of businesses that would be able to participate in a Small Business Tax Exemption program. The Finance Department will make contact with all businesses identified as eligible based upon their property valuation and will identify the number of employees to establish a list of potential businesses and further develop an impact to all other commercial businesses should the Town offer a Small Business Exemption. The measurable goal is the development of the report for the Board's consideration. The timeframe will be to ensure a final report is provided to the Board of Selectmen one month prior to the FY21 tax rate setting hearings. livability • Develop effective transportation solutions: o The Transportation Manager will continue to work with others in the neighboring communities to identify opportunities to cooperate and develop a broader use of the Town's transportation services. o The Transportation Manager will review and identify opportunities to provide first mile/last mile service during the morning and evening rush hours to connect local businesses with other public transportation options using the Lexpress or Rev bus services. o The Transportation Manager will work with the MBTA on potential new bus routes to provide improved services for residents seeking public transportation. o The measurable goal for the above three bullets is to see increased usage (not a defined percentage as this will be a multi-year goal seeking to increase public transportation usage) during 2020 and to provide a recommendation on alternative routes that would link Lexpress or other public transportation services to regional train services available in nearby communities. 2 o During 2020,the Transportation Manager working with the Town Engineer and Public Works Department will identify potential locations for a protected bike lane trial in Town. The measurable goal will be to include a recommendation whether a protected bike lane is possible/advisable. The measurable goal will be that public meetings will be held and a recommendation made to the Selectmen in a timely manner so that any costs could be included for the FY22 budget. • Review residential zoning for ways to create new housing opportunities and protect the diversity of existing housing stock. o The Board of Selectmen have already had an introductory presentation on Chapter 40R and 40S development. The Board will schedule a secondary discussion on these options during the first quarter of 2020 with the measurable goal of having a position developed during the second quarter with the goal of having any action required of Town Meeting included in a Fall 2020 Town Meeting warrant. o The Board of Selectmen will work with the Planning Department, Community Preservation Committee, Housing Partnership, LexHab, Housing Authority and others to review existing affordable housing stock, improvements that may be needed and to develop a plan to fund improvements. The Board will hold an initial meeting during the first quarter, develop a working group of these Committees to identify opportunities and the Town Manager will identify appropriate staff to assist in this review. The working group will work throughout 2020 and identify funding opportunities and/or needs and will present to the Board of Selectmen an interim report in the Fall of 2020 to obtain feedback and then provide recommendations to the Board in December 2020 for any action needed by the Town at Annual Town Meeting 2021. The measurable goal will be to have an improvement plan agreed upon by January 2021 with funding recommendations for the 2021 Annual Town Meeting. HIGH PRIORITIES Quality Infrastructure,Amenities and Municipal Services BOARD GOAL: 2020—Complete review and update of all committee charges to rationalize functions and expand appeal for broader resident participation. 2021—Attract 15% new participants to town committees EXECUTION: • Review the charges for all Town Committees; modify and update as appropriate to reflect Board priorities and create expanded opportunities for resident participation. o During the first half of 2020, the Board will designate two Selectmen to work as a sub-group, working with the Management Fellow to identify the legal basis of all Town Committees and whether the Committees are mandated by law, mandated by some other law the Town has adopted or optional. Those Committees that are identified as optional, will be reviewed to determine the ongoing necessity of the Committee. The charge for all Committees, both mandated and optional will be reviewed to determine if they continue to be appropriate and/or whether an updated charge is advisable and will provide a recommendation to the Board for 3 consideration by December 2020. The measurable goal will be for the Board of Selectmen to approve new Committee charges by June 2021. o The Board will commence a discussion on the role of Board Liaison to various Committees and establish protocols for the Board Liaisons. This discussion will commence in January 2020 and will conclude by June 2021. The Chair of the Board will review other community's liaison roles and develop a protocol for discussion with the full Board no later than May of 2020. The measurable goal is that protocols will be established by June 2021. Community Character • Create and communicate a plan for broadening diversity of Town staff. o The Town Manager and HR Director will identify additional resources to advertise and promote job openings and will continue the employee survey that was undertaken in 2019 to measure and identify whether there are improvements or lessening diversity. The measurable goal will be a continuing annual report back in Fall 2020 on employee demographics and outreach efforts. o The Board of Selectmen through the activities listed above relative to reviewing the charge of all Committees and seeking to provide additional opportunities for residents (that may not have previously been involved)will require that all vacancies, and those seats with incumbents who's terms are expiring,whether the Committee is appointed by the Board of Selectmen or Town Manager to be advertised in local papers, on Town bulletin boards and the Town's website with a copy of the opportunity emailed to all those previous attendees of the Citizen's Academy to seek to diversify Committee membership. This will be undertaken with the reappointments starting January 2021 and the measurable goal will be advertising all expiring terms for Committee appointments. • Town-wide fiscal stewardship. o Limit the rate of property tax increase. The Town will endeavor to not have a Proposition 2 override and communication to residents on town finances and taxes will be developed. The measurable goal is that the Town Manager and Finance Department will develop easy to understand informational pieces during 2020 and will work with the Public Information Officer to communicate to residents through Town Meeting, a community conversation, online, mail and/or LexMedia. o Review home rule petition opportunities to address the issue of tax deferrals and the timing of when interest begins after the property owner(s) passes away and the estate is required to pay the deferred taxes. The measurable goal is that the Board will consider adding to the 2020 Annual Town Meeting warrant, an article that will seek a home rule petition to allow the Town of Lexington to set the timing and interest rate for the deferred taxes for the residential tax deferral. o Take action on the residential exemption study committee recommendations, including development of a means-tested and/or age-based residential exemption—The Board will charge a new Residential Exemption Study Committee in 2020 to take up this issue and make a recommendation by January 2021 at which time the Ad Hoc Committee will sunset. • Develop a capital master plan that encompasses all capital items (infrastructure, buildings, etc.) and incorporates the School's Master Plan. 4 o The Town Manager,Assistant Town Manager for Finance, Director of Public Facilities and Director of Public Works will provide an estimated cost for inclusion for items costing over $500,000 in the 2021 Annual Town Meeting warrant. The measurable goal is to develop a full cost report in time to inform the FY23 budget process (Fall of 2021). o The Town Manager and Finance Department will draft a comprehensive debt management plan in the form of guidelines to be presented to the Board of Selectmen prior to September 2020 and incorporated into the FY22 budget process. The measurable goal will be an agreement between the Selectmen,Appropriation Committee, Capital Expenditure Committee and School Committee by the second budget summit of the FY22 budget process. OTHER PRIORITIES The following items were listed under"other priorities" and will be worked on to move them forward, but without the top and high priority detail. These include: • Implement the Sustainable Action Plan and Getting to Net Zero Emissions Plan—The Town is in the process of hiring a Sustainability Director and has developed an Integrated Building Design and Construction Policy to provide direction for Town building projects. The measurable goal will be following the hiring of a Sustainability Director, an implementation road map of the Sustainable Action Plan and Getting to Net Zero Emissions Plan will be developed with priorities for implementation and any costs associated with the implementation of plan elements estimated, this will be undertaken within one year of the Sustainability Director's hire date and will be done under the direction of the Sustainability Director and Sustainable Lexington in consultation with the Town Manager and Board of Selectmen. • 250t" Celebration—The Board of Selectmen will create and appoint a Committee in 2020 to oversee and plan activities for the 250t" anniversary of the Battle of Lexington and the Board will also coordinate with surrounding communities, other partners and the State on collaborative opportunities. The measurable goal will be the creation of the Committee and planning efforts being coordinated with other area communities, other partners and the State. • Two-way communication—The Town Manager will work with the Board during 2020 to better define what is intended for two-way communication tools and will work with the Public Information Officer to review existing online platforms and a non-online option and will implement (subject to budget appropriation) a plan to improve communications between residents and Town Departments. The measurable goal will be the development of a communication plan with cost estimates in time to be included in the FY22 budget. 5 AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Presentation of Signed Select Board Bill PRESENTER: ITEM NUMBER: State Representative Michelle Ciccolo I.8 SUMMARY: H.4062 - An Act changing the name of the Board of Selectmen in the town of Lexington to the Select Board was signed by Governor Baker on January 14, 2020. State Representative Michelle Ciccolo will be at tonight's meeting to present signed copies of the Bill to the Board. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 8:30pm AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Vote to Rename Selectmen's Meeting Room PRESENTER:TER• ITEM S NUMBER: Board Discussion I.9 SUMMARY: This item is a follow-up to the Board's January 27, 2020 discussion. Questions arose regarding the applicability of the Select Board's current policy(attached)regarding Naming of Facilities and P lac ement of Memorials to the renaming of the Selectmen's Meeting Room(SMR). The Board is being asked to determine the applicability of the policy, and to further confirm the desire to formally change the name of the room to the Select Board Meeting Room. Additionally, the Select Board is being asked to confirm that the gifted sign behind the desk(see attached)will remain in its current location and will not be altered. SUGGESTED MOTION: Move to rename the Selectmen's Meeting Room to the Select Board Meeting Room. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 8:40pm ATTACHMENTS: Description Type BOARD OF SELECTMEN POLICY NAMING OF FACILITIES AND PLACEMENT OF MEMORIALS Date Approved by BOS: Signature of Chair: February 5, 2007 ` Policy. 1. The Board of Selectmen is responsible for the naming (or renaming) of any land or facility, except school properties. A facility is defined as a building, portion of a building, driveway, intersection, walkway, or other parcel or portion of a parcel of land and places or natural features contained therein. Once a facility has been named, renaming will be approved only in extraordinary circumstances. 2. The Board of Selectmen is responsible for approval of the placement of memorial objects, artwork, signs or other fixtures on parcels of land under the jurisdiction of the Board. Examples include, but are not limited to, plaques, memorial and ornamental signs, sculptures, banners, benches, trees or other plantings, fountains, detached structures, and walls. Procedure: 1. A proposal to name land or a facility must be submitted in writing to the Board of Selectmen and must include a summary outlining the merits of the proposal. The proponent or his or her designee will present the request to the Board of Selectmen at a regularly scheduled meeting. In addition to consulting with a related board or committee the Board of Selectmen may appoint a committee to assist with its review of any proposal, including size, type of materials and all design features. 2. A proposal for the placement of a memorial object,piece of artwork, sign, or other fixture must be submitted in writing to the Board of Selectmen and must include a summary outlining the merits of the proposal including design and wording. The Board will vote on the proposal at a regularly scheduled meeting. 3. The Board of Selectmen shall review existing land and facility names to avoid duplication, confusing similarity or inappropriateness. 4. Approval of the placement of a memorial object, artwork, sign, or other fixture will only be made after a determination by the Board of Selectmen that the proposal will not: limit physical access to the site; endanger the safety of the public; interfere with any utility or access thereto; be limited by unacceptable special restrictions, conditions or covenants; or create a significant budgetary obligation on the Town for which no provisions had been made. 5. Donation of memorial objects, artwork, signs or fixtures must be formally accepted by the Board of Selectmen in accordance with Massachusetts General Laws. Criteria for selection of names: 1. The geographic location of the land or facility. 2. An outstanding feature of the land or facility. 3. A commonly recognized historical event, group or individual. 4. An individual or group who contributed significantly to the acquisition and/or development of the land or facility. 5. An individual or group who have made a significant and exceptional contribution to the community as a whole. Ref: New Policy approved February 5, 2007. F/I M/ eyroe F �30 mA/ F/ft/ 1/0 yr-/jjf"("r(Offff" e.......... limug Q............... Pf�M 90"1 10 r""ad, 111111 Gall�"' fl V/ "='I " )Q 11 of NO, TH/ P, SO "p, Ito,% AM f AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Sign Presidential Primary Warrant PRESENTER: ITEM NUMBER: Doug Lucente, Chair 1.10 SUMMARY: Attached is the warrant for the March 3, 2020 Presidential Primary for your signature. SUGGESTED MOTION: Move to sign the warrant for the March 3, 2020 Presidential Primary. FOLLOW-UP: C lerk's 0 ffic e DATE AND APPROXIMATE TIME ON AGEND& 2/3/2020 8:50pm ATTACHMENTS: Description Type F) Prei�,5idenfial Pfirriary 2020 Wanant Baickur)Material COMMONWEALTH OF MASSACHUSETTS WILLIAM FRANCIS GALVIN SECRETARY OF THE COMMONWEALTH WARRANT FOR PRESIDENTIAL PRIMARY Middlesex, ss. To the Constables of the Town of Lexington, GREETINGS: In the name of the Commonwealth,you are hereby required to notify and warn the inhabitants of the town of Lexington who are qualified to vote in Primaries to vote at: PRECINCT ONE, School Administration Building; PRECINCT TWO, Bowman School; PRECINCT THREE, Lexington Community Center; PRECINCT FOUR, Cary Memorial Building; PRECINCT FIVE, School Administration Building; PRECINCT SIX, Cary Memorial Building; PRECINCT SEVEN, Estabrook School; PRECINCT EIGHT, Samuel Hadley Public Services Building; PRECINCT NINE, Keilty Hall, St. Brigid's Church,, on TUESDAY, THE THIRD DAY OF MARCH,2020, from 7:00 A.M. to 8:00 P.M. for the following purpose: To cast their votes in the Presidential Primary for the candidates of political parties for the following o ffi c e s: PRESIDENTIAL PREFERENCE . . . . . . . . . . . . . . . . FOR THIS COMMONWEALTH STATE COMMITTEE MAN (precincts 3,8,9). . . . . . . . . THIRD MIDDLESEX DISTRICT STATE COMMITTEE MAN (precincts 1,2,4,-7) . . . . . . . FOURTH MIDDLESEX DISTRICT STATE COMMITTEEWOMAN (precincts 3,8,9) . . . . . . . THIRD MIDDLESEX DISTRICT STATE COMMITTEE WOMAN (precincts 1,2,4-7). . . . . FOURTH MIDDLESEX DISTRICT TOWN COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LEXINGTON Hereof fail not and make return of this warrant with your doings thereon at the time and place of said voting. Given under our hands this day of February, 2020. Select Board of Lexington I have served theforegoing warrant by posting a printed copy thereof in the Town Office Building, 7 days at least before the time ofsaid Primary. February 2020. Constable of Lexington AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Review Recruitment Process for the Semiquincentennial Commission(Lex250) PRESENTER:TER• ITEM S NUMBER: Doug Luc ente, Chair I.11 SUMMARY: The Board is being asked to discuss the process of recruiting members for the S emiquinc entennial Commission(Lex250). A draft letter, list, and application have been created to assist in the recruitment effort. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 8:55pm ATTACHMENTS: Description Type 14 Tobin of lexinaton, mac,00a tbuatto Select Board Office TEL:781-698-4580 FAX:781-863-9468 February 3, 2020 Name of Group Address of Group City State Zip of Group Dear Community Members and Groups, In anticipation of the 250th anniversary of the Battle of Lexington in the year 2025, the Select Board has established the Semiquincentennial Commission (Lex250) as the Town group dedicated to helping the Town of Lexington plan events and we need your help. At this time, the Board is seeking interested participants to become members of the Semiquincentennial Commission. A copy of the charge for the Commission as well as an application is enclosed. We anticipate a high level of interest in this Commission and hope you or a member of your group will apply. Your application does not guarantee a position, but we will be looking for volunteers over the course of the planning as well. Please return your completed application and resume to the Select Board Office by March 31st. Your application can be emailed to: selectmenglexingtonma.gov; faxed to 781-863-9468 or mailed to: Select Board Office, Town of Lexington, 1625 Massachusetts Avenue, Lexington, MA 02420. If you have any questions or need more information, please contact the Select Board Office at 781-698-4580. Civic/Community Group Representative • Lexington Rotary Club • Lexington Lions Club • Lexington Elks Club • Knights of Columbus • Masons • LexPride • Lexington Field&Garden Club • Lexington League of Women Voters • Lexington Scouting Groups • Cultural Partners: CAAL, CaLex,IAL,KoLex,ABCL,etc 2 Community Members with a background or interest in history,event planning and or logistics • Town Social Media: Website,Twitter,Facebook,Link to Lexington E-News • Lexington Minuteman Newspaper • Colonial Times • LexMedia • Lexington Recreation Newsletter? • Senior Newsletter? • LICA • TMMA • Help Around Town Bulletin Board • Email Lists: Lexington List,Lex Parents,Lexington at Home • Cultural Partners: CAAL,CaLex,IAL,KoLex,ABCL Japanese Support Group of Lexington Lexington Historical Society • Lexington Historical Society Lexington Public School Representative • Lexington School Department-Superintendent for Staff • LPS PTA President for PTA Newsletters for parents • LexFun! Local Business Representative • Lexington Chamber of Commerce • Lexington Retailers Association • Economic Development Email List(constant contact) • Business License List(Town Clerk's Office) Music&Arts Community Representative • Munroe Center for the Arts ALSO ASK CRISTINA • LexArt • Lexington Symphony • FOLMADS • Lexington Bicentennial Band Reenactment Community Representative • Lexington Minutemen Company • HM 1 Oth Regiment of Foot • William Diamond Fife&Drum Tourism Committee • Tourism Committee Town Celebrations Committee • Town Celebrations Committee Neighborhood Associations Belfry Hill Neighborhood Association www.belfryhill.org East Lexington Community Association www.eastlexingtonca.org Merriam Hill Association www.merriamhill.com South Lexington Civic Association www.slca-lexington.org Lexington Newcomers Club www.lexingtonnewcomers.org Lexington Special Education Parents www.lexsepta.org Hayden Recreation Center(private)www.j whayden.org LBH Pop Warner Football www.lbhpopwamer.com Lexington-Bedford Youth Hockey www.lbyh.net Lexington Little League www.lexingtonlittleleague.org Lexington United Soccer Club www.lexingtonunited.org Lexington Youth Basketball Assoc. www.lexhoops.com Lexington Youth Lacrosse www.lexingtonlax.org Cricket Pickle Ball APPLICATION FOR APPOINTMENT TO LEXINGTON'S SEMIQUINCENTENNIAL COMMISSION (LEX250) DEADLINE: March 31, 2020 Please indicate below which category you are applying for: ❑ Civic/CommunityGroup Representative ❑ Lexington Public School Representative p p ❑ Local Business Representative (Name of Group: ) p ❑ CommunityMember with a background or ❑ Music & Arts Community Representative g t C ommuni interest in history, event planning and/or ❑ Reenactmenty Representative logistics ❑ Tourism Committee ❑ Lexington Historical Society ❑ Town Celebrations Committee FULL NAME: HOME ADDRESS: LENGTH OF RESIDENCE IN LEXINGTON: OCCUPATION: HOME PHONE: MOBILE PHONE: EMAIL: IF YOU CURRENTLY SERVE ON A TOWN BOARD OR COMMITTEE, PLEASE IDENTIFY: SPECIAL TRAINING, INTERESTS, OR QUALIFICATIONS: PLEASE ATTACH A CURRENT RESUME, IF POSSIBLE. IF YOU ARE NOT SELECTED FOR THE COMMISSION, WOULD YOU BE INTERESTED IN SERVING AS A VOLUNTEER: Yes /No SIGNATURE: DATE: AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Special Permit Residential Development Zoning Bylaw Amendment Ad Hoc Committee Update PRESENTER: ITEM Jill Hai, Special Pen-nit Residential NUMBER: Development Zoning Bylaw Amendment Ad Hoc Committee Chair I.12 SUMMARY: Jill Hai will update the Board with the Special Permit Residential Development Zoning Bylaw Amendment Ad Hoc Committee progress to date. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 9:05pm AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve One-Day Liquor Licenses PRESENTER:TER• ITEM S NUMBER: Doug Luc ente, Chair C.1 SUMMARY: The Lexington Historical Society has requested a one-day liquor license to serve beer for the purpose of their Tavern Night to be held at Buckman Tavern, 1 Bedford Street, on Saturday, February 29, 2020. The beer will be served from 5:00p m to 7:00p m. The Cary Memorial Library Foundation has requested a one-day liquor license to serve beer, wine, and champagne for the purpose of their Donor Reception to be held at Cary Memorial Library, 1874 Massachusetts Avenue, on F rid ay, May 1, 2020. The beer, wine, and champagne will be served from 7:00p m to 9:00pm. The Lexington Education Foundation has requested a one-day liquor license to serve beer, wine, and liquor for the purpose of their LEF Celebration for Education to be held at Lower Hayden Field, Worthen Road, on Saturday, June 13, 2020. The beer, wine, and alcohol will be served from 7:00p m to 11:00p m. SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 2/3/2020 ATTACHMENTS: Description Type F) On e I..)ay I I..........I Lxington Flistorical Society fkackitp Material I F) On e I...)ay I I............(.1ity Memorial I...,ibraj-.y F oundation 1.3cackup Material F) (..)n e I),ay I I............I exington I klucation.F oundation J..3a,,ckuj,,.)IVIlaterial '' �4 TON" OF LEXINGTON `'�� SELECTMEN'S OFFICE AVIN APPLICATION FOR Cht�.�c�HOL42 ONE-DAY LIQUOR LICENSE S)5'0D The Board of Selectmen issues one-day liquor licenses to for-profit and non-profit organizations that serve liquor and charge either a cover charge or for each drink. Please fill in this form completely and return to the Selectmen's Office along with a check for$25.00 made payable to the Town of Lexington. BUSINESS/FUNDRAISING ORGANIZATION: jhslillrn,0�) 5s'f'ZA CONTACT NAME AND NUMBER: �{t.��r,;��G� ��,-�LL.. ADDRESS FOR MAILING: ��> ��- St '� �.ex,",�� i`�tit C)�,��U EMAIL ADDRESS: TITLE/PURPOSE OF EVENT: Tuv ei-s3. IV:`�,#- LOCATION AND ADDRESS: (�u�!{,y�x,�(�i,�e�,�„ '� i��i��_�-iti-r;� DATE OF FUNCTION: a./w A Z'A,0 TIMES OF FUNCTION: �F W( -� (�f� TYPE OF LIQUOR TO BE SERVED: �,�,ti•- DATE AND TIME WHEN LIQUOR DELIVERED: `��t�-1 DATE AND TIME WHEN LIQUOR REMOVED: � t°6"'� ADDITIONAL INFORMATION: Authorized Signature" Federal Identification No. or Social Security Number � l = TOWN OF LEXINGTON "art SELECTMEN'S OFFICE APPLICATION FOR Ch ecyw-# ��S ONE-DAY LIQUOR LICENSE, 42 94 00 The Board of Selectmen(Local Licensing Authority)may issue One-Day Liquor Licenses for the sale and/or service of wine and malt bmenggs to any enterprise;all alcoholic beverages maybe issued only to non-profit organizations. As required by the ABCC,Liquor for use at a one-day liquor license event must be purchased from a licensed wholesaler.Please fill in this form completely and return to the Selectmen's Office along with a check for$25.00 made payable to the Town of Lexington. BUSINESS/FUNDRAISING ORGANIZATION* CA��,9 CONTACT NAME AND NUMBER: M_Aeq OIL,. Zip ADDRESS FOR MAILING: 18'Z 9 A vot, G a EMAIL ADDRESS: TITLE/PURPOSE OF EVENT: �� ar TZ �ccp��, LOCATION AND ADDRESS: �-G'' 41 Js, /-rrt. DATE OF FUNCTION: a 6 a TIMES OF FUNCTION: 9 M• TYPE OF LIQUOR TO BE SERVED: 904W101-C- 1 Ck,4M PA J.,,. PV A iJ) DATE AND TIME WHEN LIQUOR DELIVERED: S r 1 / �v Lo — Q f'�.,..d�, DATE AND TIME WIN LIQUOR REMOVED: Y q ADDITIONAL INFORMATION: uk�%A Authorized Signature Federal Identification No.- -or iJa � lae Date Social Security Number ��rJ 0 f/"J it 7I f,, ,. TOWN OF LEXINGTON '° '2/. SELECTMEN'S O APPLICATION FOR CANE-DAY LIOUOR LICENSE The Board of Selectmen(Local Licensing Authority)may issue One-Day Liquor Licenses for the sale and/or service of wine and malt beverages to any enterprise;all alcoholic beverages may be issued only to non-profit organizations. As required by the ABCC,Liquor for use at a one-day liquor license event must be purchased from a licensed wholesaler.Please fill in this form completely and return to the Selectmen's Office along with a check for$25.00 made payable to the Town of Lexington. BZJSINESS/Et,TNDR;AISINC1 CJRGANIZATION. Lexington Education foundation . Lance Conrad: CONTACT NAME AND NUMBER. ADDRESS FOR MAILING: 176 cedar street, Lexington, MA 02421 EMAIL ADDRESS.- TITLETURPOSE CIF EVENT: LEF Celebration for Education LOCATION AND ADDRESS:w Hayden dower Field, Worthen Road, Lexington �aturda June 13, DATE 0►F F�.TI'�C�TI+C�E. y? TIMES OF FL.TNCTICJN. 7:00�1 1 :00pm . beer, wine, liquor TYPE OF LIQLTOR. TO BE SERVED. DATE AND TIME WHEN LIQUOR DELIVERED: 6/13/2 0 at 5.0 0 p m DATE AND TIME WHEN LIQUOR REMOVED. 6/13/20 at 1 1 :00prn . Co-chairs for this event are ADDITI NAL I F C,� INFORMATION. Carolyn Coppe Peacock, AmySarcia & TiffanyCrooker Au o r iz�d i nature Federal Identification No. or 1 January 16, 2020 Date Social Security Number