The URL can be used to link to this page

Home My WebLink About2021-08-02 SB/HH Public Listening Session Packet - Released SELECT BOARD MEETING Monday, August 2, 2021 C onducted by Remote P articipation* 7:00 P M AGENDA ITEMS FOR INDIVIDUAL CONSIDERATION 1. Public Listening Session Regarding the Potential to Move the Hosmer House to 41 7:OOpm Hancock Street ADJOURN 1. Anticipated Adjournment B:OOpm *An Act Extending C ertain C O VID-19 Measures: http s://www.mas s.gov/s ervic e-details/up dated- guidance-on-holding-meetings-pursuant-to-the-act-extending-certain-covid-l9-measures Membe�s of the public can view the meetz'ng webina�f�om their�compute�or�tablet by clicking on the following link at the tz'me of the meetz'ng: http s://zoom.us/j/92948888203?pwd=c3o2WmozYlRIWUxP eGx4T F JraW IrUT 09 iP ho ne o ne-tap: +19294362866„92948888203# or+13017158592„92948888203# Telephone:+1 929 436 2866 or+1 301 715 8592 or+1 312 626 6799 or+1 669 900 6833 or+1 253 215 8782 or+1 346 248 7799 Webinar ID: 929 4888 8203 Passcode: 094784 The next regularly scheduled meeting of the S elect Board will be held on Monday, August 9, 2021 at 7:OOp m via remo te p artic ip atio n. Hea�ing Assistance Devices Available on Request �� All agenda time and the o�de�of items a�e app�ximate and � � �,�,,, subject to change. Recarded by LexMedia AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDAITEM TITLE: Public Listening Session Regarding the Potential to Move the Hosmer House to 41 Hancock Street PRE E TER• ITEM S N . NUMBER: Jim Malloy, Town Manager I.1 S UMMARY: As the Bo ard is aware, the Town is c ons idering putting the Ho smer Hous e Move b ack out for an RF P s imilar to the p revio us o ne, whic h re s ulted in no award. T he revis ed R F P wo uld s e ek to ac c o mp lis h the s ame typ e o f b id s, where the b id d er wo rks with the p ro p erty o Wner b ut with the go al o f having a p re-id entif'ied p arc el s o that the Select Board was aware of any abutter concerns before the RFP was issued so that bidders would have a level o f c ertainty that if they incurred co sts as sociated with submitting their bid, that an award c ould b e made. O ne que s tio n that the B o ard may want to c o ns id er is whether the R F P s ho uld inc lud e an o p tio n fo r b id d ers to submit on alternative parcels in which they have control(or an option to purchase). SUGGESTED MOTION: No action is requested on this item, this is for hearing any concerns that abutters within 500 feet of the p ro p o s ed p arc el may have, this will b e p lac ed o n a s ub s equent B o ard meeting where the B o ard will b e as ked to consider this parcel(and the option mentioned in the summary). FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 8/2/2021 7:OOpm ATTACHMENTS: Description Type � ��:��c��:�.��:,,,,,`��:..:��c�c:�� °�� °�„�iic��.��J�={�� ;�° �„�� c��.��w��m��;�i�� ,��:�m�� °��,� � ��;c�c��'�...::��r��i�� v�.�<��Fl��,��,�� c�� ,�� Q Q I q (� �`" � � __.�,� � �a � yd � �� O � � . . . ( ( F,,;V O O�� ti.. Ci � �p Q�� r.; �'`� w ""� . O� � I Q�U fi�4 2 m a-U-.i� O �.�i.��"� f�..i "�I � lY,� � v � �F ��WUOQ � O �!�I �� . � I � � O ,3s �2 f'Z q� Q' �' ^�i�" ��7 Gx.l Z x � o x'��w m� � C`y �r^i:J O�^� �'i W � � � v~i �ot�,iQio,o �`�.�O �,� a W � Z �Z Ca j h.. W �`� j QC12O�J � F�r J --,� Q �w � � �- c� �w .� g Z�� O �W�� W� o �w W Z w w � � oc� � z�w�aZ y� (��w r�,J�C ..o W?z z> Q � d�� a � °zw�5� t� .� q �O 4.i O"i"r r.0 Q` j W O � �j j �com� D��W4'N �0 �] WN "'� �R] C'S C.��4. O m Q O O (n pp I�2 V1�-'Z�V7 N ,� ��'`y�.,� � a`�1 Z W�z z W W w O ?�W Ll p 4`.U U QV�N`t �i'S-�ti� 4 q �n.� � '�O Z�q�j p C�a�J Z q j'S O C�a�Z z �O`1��v�'i �F"�`0.~4.� �' Qr� O� �r+.-.,j O �F�O j�C�W h O� O�O O O¢4a W F`6 cWi�q S UJ ��.��U � `�.! "'�I� � d�U Q�0�4'�t�1 4.1 U�1 U Vl 4.c`".N 4 U-3� U�O 4 V C3 ~s(n q fn 4.� � O ��Ql U�x V �W 4i�O a n �r r a�a�4-� W�ro �¢qi'�u�-� "� � �.J �^n2 W pVUOW W rN,� i-5.��'ZU� a" '`� ^^v Q,'"' � �Z Lt' ck000 OW �i �""�I �o2z�w ��U W a°mg��a w � w o��`Si ox �i i ~ � � ..I 4. Z ti N �i '"� � � 0 Y Z U >- . . . . .. . . . m . . . . . . . . , . � 2 , . � . � , � , � , � , � , �. � q , p � � a . . . . . . . .�. U ' f,�� O (��M.O �i � QI'"0��3��,��,��d� ; � � , z � Z ��..�/,(� Z ��0� � tW�',,i . q i i �s£�F�-y � `. �� 2�5�(,�IE� umi �" / a `a ° -��- �� R�0� .�n � c� 0• cyn.� �� m `�� :C/9 \ 8Nl7�''1/8 � o � �,' _� ��___`__ CH,73�t 8',... i j z " � .. ----�.=. .S£'L9=H,� ;.d . / h q°J i>;.��--__--"`_' *p` � 28� ��``+ ��2�1' � I o v�i -�� o�r �� O t� � � �I� z h �r q , � � � 0. 4> I�I"i � � C7 j ; � �h'�O (b^ry / � 4.1� � � �z,`1 Z�j a / �. „,�I,,y i � �� I `�`i.,a 2 m / ; r ?�Ca ( o J / � ` � '��r�"y ta� � � o I c� i_.�� h �,�� c`�'��;i �c� ,Q � m CO V �i i�C)t��. � �v Z� �i ti..� , � � ��'`C i ��"7 g �24� � ,^ � / 0<1"� `Y YtY .`,Ir�r j � O C� �0� �Z U~s JN0 ��."'t�� "i v� U�\ ¢O �0�..q>"'�-. 0 � � � `� �)'�i��k i ^N t�,�Q N S� 41 �-�7 � � � � sj r�"� ' (h zo�`�.d., (��g o�igm 2 �. •�.Z'lZ �/ Q 111�4! �• Q h� Q�"',.,q,� �� '"�.,..,� `1 C� } ?.. .,, 1�� ; O J Q p �`-�Yt O O ",`"'�-` ` j , Q °� ��"'N ~' �S� � ��..„ � ,...,..._._..._�.�,......._�._....! m O v4'�j�`t I.�� 1�"��.", U `� �� 3 39,p0 1y� �Z o Z p� � �' ZO �� , \� g .£y �� h h�h � . . h N . N�4`6 . . . . . . . OZ . . . . . eF "� � . � . ��,� .�� . . . . �'�S� ��. �� u _ 'c� .N ,.c��I, �u��f-., z . � J o H,��d o � C�Q � . �p .!g 9 i� �"� t �,�k O W vQi v � w -�'N/��da �' o ^ 4os d�J�� e �� d a`�SOdo�yd � ti 52 5p �{ss� W��,.�W�`� ❑ k. T� GL. \ �., U��..�`�U \il4.� `', t�SQOQ Z�o� o � i��e3� � �U p '� '(n`� Q�L' . h J � .� �'� �F.;Q+�.I�� EE Q (n .. (wi��w`tQ ,�,�^ �2��t�,OX �C�U QOZWZw � 1,.�1 Q ��4W.iti�� W O�� i�o�zQz U �� Z4`�xztio � ry ��o�� `��1`'~�. � N o I�o Q Q��` � o ��M �J��wo °'� ~ W� I �c�_�z 1 / bo � g�Q 1��20�� ro.. �cn � 2 2 �'�` ` � \��N I�t��jW � Ci zW � -..�Qt��.a.tix..Q�K .�Oy. � �)N�LI � d Q o�' r: �s'£y� �'ViN/N�� c' ¢�� '"�'i��1S tiQ„ ��J'�H�O/�37 * a z � w Q o ��, 9b��e� y�� > � q � 3 �� Q��/7��d) $k1 j 2 4.i¢� ZZo ¢j �ci E �o �j �` � V 4wi tiZ�2W��7 �Oq4y,iJ� � . . . �'! .—' . q ~� �UQ4�i2q �U Uti'4. . . SOO� j60x�� q��ioO Z �2 . . . �02ZN�Q'Z�2�0 .4.��1-'� '�`'i �� t''rY 0��¢F;,cnW q�<CR4i U �,''i Q �� N�Z � U� a2�UV 'q .� ? 3wwo�; �3��'e° �W�"'w¢ O do �C:> . � �ti�N��W�q2��W�p<[� Q y, Q�v^� t�i� . � Q��S�"'�Q�Q��Q�..1�Z J O~d`Z"'� O o pJ O J('� V �.�hWZQW�O��i�2��tiqjm� C ��Z?0y "i� >. zQUp� F,�„z ,,, �"'��' `'s 0.¢4. g "�`c °� ��o�wo�z�Z�aMzw°e� � z� � �cv��z0�„64�Q�k�C��` �`Q3 � � x ��UyNO2W�C1Wj�W�^dy�a � �'-4`i Qv 1�. �a ir�c�in ic��o � �`i �"�eZcoagtiiQmoo��oc"'aoiQ ¢ �� U �o N�� ,..�n �. �„ 4. � � �n � �}+ N 4 O�,lvl q�k �'v W /"� �„ � s��'yOS. o �(J v, Z '� Z _ � (�`� �C �z� w °w �° �u X�`'-.x x � �i' `'� Z Q ac U¢ e� v� 2/O S10/�yd O Z �. ��e¢�� w �- ti ti " �5�,� ,.,j awvwim�wzx o � o�N�y Z �ti �� O� �Z 0 � e Q �� ¢ e q 2 2 � J � ^, `��` C�� `V � F...F.. p W q +�.� �O (j � � I�. O O �N K�n 4J R� � � O �. Town of Lexington Request for Proposals ("RFP") for the Sale, Moving and Relocation of the Hosmer House Sealed written proposals will be received by the Town of Lexington(the "Town") through its Town Manager at Town Hall, 1625 Massachusetts Avenue, Lexington, MA 02420 until 10:00 AM on Thursday, August 13, 2020, at which time they will be publicly opened, to purchase, move and relocate the following personal property(the "Property"): Hosmer House Building at 1557 Massachusetts Avenue All proposals must be sealed and conspicuously marked"Hosmer House Purchase and Relocation Proposal". Complete instructions and requirements for this RFP may be obtained via email by contacting Elizabeth Mancini, Purchasing Director at emancini(a�,lexin tonma.gov. The Town shall consider the qualifications of all proposals, prior to awarding a bid. Said bid award shall be subject to the provisions of MGL, Ch. 30B. In order to satisfy the public bid opening requirement, the Town will conduct a virtual proposal opening via Zoom meetings. The virtual opening will occur on the said due date and time. If you wish to join the Zoom meeting, please email Elizabeth Mancini directly prior to Thursday, August 13, 2020. The Town of Lexington reserves the right to reject any or all proposals, to waive minor informalities and to make the award as may be determined in the Town's best interest. The Town makes no representations or warranties, express or implied, as to the accuracy and/or completeness of the information provided in this RFP. Elizabeth Mancini Purchasing Director #1118550v1{A0117587.2} General Statement The Town of Lexington is seeking proposals to purchase, move and relocate the building known as the "Hosmer House" located at 1557 Massachusetts Avenue, Lexington, MA (the "Property"). The Property contains approximately 1440 square feet consisting of a former residential building. The successful proposer will be selected on the basis of his/her responses to information contained within this RFP. A bid will be awarded for the purchase and relocation of the Hosmer House, which must commence on or before September 1, 2020 and be completed on or before September 15, 2020. The terms under which a sale will be granted are included in the RFP and purchase and sale agreement. All conditions contained within these documents regardless of whether they are noted only in one or the other will be binding on the purchaser. Therefore, they should be read carefully prior to submitting a proposal. Proposals will be accepted until 10:00 AM on Thursday, August 13, 2020. All proposals should consist of separate price and non-price information. The non-price proposal should include all information requested by the RFP. The price proposal should include only the purchase price. The proposer will be responsible for all costs associated with moving, relocation and restoration of the Hosmer House. The price proposal must be sealed in an envelope separate from the non- price proposal and so noted. It will be opened separately from the non-price proposal. The Town will conduct tours of the Property to acquaint proposers with existing conditions. It is very important that prospective proposers view the Property prior to submitting a proposal. No exceptions will be made for errors or omissions resulting from proposers not being familiar with existing conditions. The tour of the Property will be held on Wednesday, July 22, 2020 at 11:30 AM. The tour is anticipated to last approximately one hour. Please email Elizabeth Mancini no later than 4:3 0 PM on Monday, July 20, 2020 to confirm attendance- emancini��lexingtonma.gov. Attendees must wear a face covering for the duration of the site tour. The selected proposer will be required to submit a disclosure of beneficial interests to the Division of Capital Asset Management and Maintenance (DCAMM) as required by M.G.L c. 7C §38. {aol l�ss�.z} 2 General Conditions and Instructions for Proposals 1. It will be the sole responsibility of the proposer to have its proposal delivered on or before 10:00 AM on Thursday, August 13, 2020. • Proposals sent via courier/mail (FedE�UPS) should be addressed to Elizabeth Mancini, Purchasing Director, 1625 Massachusetts Ave, Lexington, MA 02420. • Proposals not sent via courier/mail must be delivered to the Procurement drop- box located outside of the rear entrance of the Town Office Building, 1625 Massachusetts Ave, Lexington, MA 02420. Proposals will be collected from the drop-box at the due date and time. 2. The signed proposal shall be considered an offer on the part of the proposer and deemed accepted upon approval by the Purchasing Director. In the case of default on the part of a proposer after such acceptance by the Purchasing Director, the Town may take such action, as it deems appropriate, including but not limited to retaining the proposal guarantee as liquidated damages. 3. Proposal declaration and certification shall contain the following details: • If proposer is an individual, the signature shall be witnessed by two (2) other individuals. • If the propo ser is a partnership, the word, "Partner" shall appear after the signature of the partners. All partners shall sign the proposal and signatures shall be witnessed by two (2) other individuals, provided that if the partnership consists of more than five (5) partners, the proposal may be signed by any one partner authorized to sign on behalf of the partnership, which authorization shall be attested to by said partner. • If the proposer is a corporation, the signature of the officer(s) or individual(s) authorized by its bylaws to sign such documents is required, attested to by the corporate secretary and with an official corporate seal affixed thereto. • A list of all principals and beneficial owners on the Exhibit C - Formal Identification Page 4. The Town of Lexington shall not be responsible for oral interpretations given by any Town personnel or representatives or others. The issuance of a written addendum is the only official method whereby interpretations, clarification or additional information can be given. 5. Questions must be submitted in writing via email to Elizabeth Mancini (emancini(a�,lexin otnma.gov) no later than 12:00 PM on Monday, August 10, 2020. Questions that affect all bidders shall be issued as written addenda to all bidders that the Town is aware have requested documents. Bidders should contact Elizabeth Mancini if they believe an addendum has not been received. {Aoll�sg�.z} 3 6. A bidder may correct, modify, or withdraw a proposal by written notice received by the Town of Lexington not later than the close of business on the day before the proposal due date and time. Proposal modifications must be submitted in a sealed envelope clearly labeled "Modification No. ." Each modification must be numbered in sequence, must reference the original RFP and must be signed by the same person who signed the Generai B�d Form or a surrogate so authorized in writing. 7. After the opening, a proposer may not change any provision of the proposal in a manner prejudicial to the interests of the Town of Lexington or fair competition as determined by the Town of Lexington. 8. All expenses for making this proposal to the Town are to be borne by the proposer. The Town is not liable for any costs associated with this proposal and/or any resulting agreement. 9. Pre-award negotiations may be conducted with the selected proposer. 10. No contract shall be created merely by the selection of a preferred proposal. 11. The proposer shall sufficiently demonstrate the financial ability to the satisfaction of the Town for the purpose of purchasing, moving and relocating the Hosmer House. Said determination will be at the sole discretion of the Town. 12. The proposer shall provide sufficient proof of ownership or an interest in the real estate where the Hosmer House is proposed to be relocated. Determination of whether the proof of ownership is sufficient will be at the sole discretion of the Town. 13. The most advantageous proposal from a responsive and responsible proposer,taking into consideration price and all other evaluation criteria set forth in the solicitation, will be selected. 14. The Town of Lexington reserves the right to: 1. Cancel this RFP at any time, with or without notice to prospective bidders. Reasonable efforts will be made to give timely notice. 1. Accept or reject, in whole or in part, any and all bids as permitted by law. 2. Award contracts as it deems best serves the interests of the Town of Lexington. 3. Waive or adjust non-statutory bid requirements before or after bids are opened in whatever ways it deems best serves the interests of the Town of Lexington,while also being non- prejudicial to the interests of fair competition. {aol l�ss�.z} 4 Indemnity and Liability Covera�e The proposer will be required to execute an extensive indemnification clause which will require among other things, that the Town be fully indemnified, defended and held harmless by the proposer against any and all claims, suits, actions, damages, etc. arising from this agreement and any work conducted thereunder, including for any bodily injury, loss of life, damage to property, etc. The proposer will be required to provide a bond or such other security as the Purchasing Director shall deem satisfactory and maintain comprehensive general liability insurance naming the Town as an additional insured in the minimum amounts shown below. The foregoing reflects some of the requirements of the Town's indemnification and liability coverage. The successful proposer hereby agrees to indemnify and hold harmless the Town, its agents, of�cers and employees, free and harmless of any claim, liability, cause of action, expense or charge of whatever kind of nature and against all loss or liability which may arise out of or be connected with the performance of successful proposer's duty hereunder and shall defend any suit, claims or causes of action brought by or on behalf of any person arising out of the performance of such duties and pay all costs and expenses in connection with or as a consequence of said suit including attorney's fees in connection therewith. Worker's Compensation The successful proposer shall maintain Worker's Compensation Insurance at a minimum of the statutory limits as promulgated by the Commonwealth of Massachusetts and shall provide written proof of such coverage to the Town Manager's Office annually or as requested. Insurance Requirements Comprehensive general liability insurance naming the Town as an additional insured, carrying product liability insurance as follows: Bodily Injury Minimum$1,000,000 Personal Injury Minimum$1,000,000 Property Damage Minimum$ 500,000 Worker's Compensation Statutory Minimum Additional Umbrella Insurance Minimum$1,000,000 For purposes of this form, "Proposer" means any person, firm, corporation, partnership,joint venture or other entity, who or which owns or controls 5% or more of the voting stock(or any equivalent voting interest of partnership or venture) of proposer. {Aoll�sg�.z} 5 Specifications The specifications in Items (1) through (5) below should be responded to in sufficient detail for the proposal to be evaluated as per the evaluation criteria in Proposal Evaluation Part II. 1. The proposer shall identify any construction experience they have and whether they have any experience in moving a structure through public ways. 2. The proposer shall indicate all members of their team that will be involved in the purchase, moving and relocation of the Hosmer House. 3. The proposer shall identify the future use of the structure and how it will comply with the restrictions attached as Exhibit A. A full description of renovation is expected to be provided by the proposer. Any use shall be subject to existing zoning of the chosen location, which location shall be within the boundaries of a Historic District in the Town of Lexington. Further requirements applicable to said Historic District shall apply unless otherwise waived by the Lexington Historic District Commission. 4. The successful proposer, at his/her expense shall secure all the necessary licenses, which may include but are not limited to, building permits, plumbing permits, electrical permits, street closure approvals, permits from any private utilities and any other building permits or licenses as may be required. 5. All of the specifications, terms and conditions as specified in all the documents that constitute this Request for Proposals shall be applicable to any resulting purchase and sale agreement. 6. The actual moving of the building must occur on a weekday at a time approved in advance by the Town Manager and Chief of Police. 7. The proposer shall provide all equipment essential to perform his/her contractual duties. 8. Proposer will pay for all utility costs relating to the moving and relocation of the structure and will be responsible for obtaining all approvals and meeting conditions of all private utilities. Proposer's Signature: Date: {Aoll�sg�.z} 6 Proposal Evaluation - Part I A key component to the initial evaluation process will be that the proposer shall submit the following criteria to all for proper basis for evaluation. Check Yes or NO for submission of the following. Proposer should also be aware that this listing is subject to alteration. Proposer must answer "Yes" to all items for further consideration. YES NO 1. Signed Statement ofNon-Collusion 2. Completion of Formal Identification of Proposal Form 3. Signed Proposer and Insurance Agent Certificate 4. Completion of Proposal Certification 5. Sign off on all Specifications and Applicable Addenda and signature. 6. Signed Statement of State and Local Tax Payments Proposal Evaluation—Part II As part of the secondary evaluation process, the Town is required to establish certain comparative evaluation criteria. These criteria reflect rating categories which will be used to evaluate each proposal. For each comparative evaluation criteria set forth below, the Town will rate the proposers answer as: H= "Highly Advantageous" A= "Advantageous" N= "Not as Advantageous" U= "Unacceptable" The overall composite total of these ratings will be used to judge the proposals deemed to be in the Town's best interest. If the proposal receives an "Unacceptable" rating on any single criterion, the composite rating will also be "Unacceptable". Therefore if an"Unacceptable" rating is received on any one of the detail items listed below, the proposal will not be accepted. The following comparative criteria are being used: 1. Construction and redevelopment/restoration of historic structure experience: H= 10+Years A= 6-9 Years N= 3-5 Years U=Less than 3 Years 2. Experience in moving structures off of physical locations/foundations to other locations (including any contracted building relocation partners) H=Five or more structures A= 2-5 structures {Aoll�sg�.z} 7 N= 1 structure U=No structure relocation experience 3. Proposed Use of the Structure H=Utilization as a residential structure, including a minimum o f 1 affordable unit A=Utilization with a public benefit (e.g. non-profit) N=Utilization as a residential structure and/or professional office, without any affordable housing component U=No plan for reutilization of the structure 4. Relocation of the Hosmer House Structure H=Within the boundaries of Battle Green Historic District A=Within the boundaries of another Lexington Historic District N= Outside of the boundaries of a Lexington Historic District, but in the Town of Lexington U= Outside of the boundaries of the Town of Lexington 5. The degree to which the proposer can demonstrate a commitment to sustainability in the moving and renovation of the Hosmer House Structure H=Proposer demonstrates a broad commitment to meet the Town's net zero goals A=Proposer demonstrates some commitment to meet some of the Town's net zero goals N=Proposer demonstrates a minimal commitment to meet some of the Town's net zero go als U=Proposer demonstrates no commitment to meeting the Town's net zero goals {Aoll�sg�.z} 8 Proposal Evaluation—Part III The Town requests the proposer specify a purchase price for the property. The proposer bids the following amount to purchase the Hosmer House: $ ( Dollars). The proposal containing the highest amount for the structure will be considered highly advantageous. The Town has established no minimum amount for the sale of the structure. The Town seeks to encourage investment in the Property to improve the overall appearance and attractiveness to the community and will consider proposals containing a substantial capital investment as highly advantageous. All proposers must submit separate price and non-price proposals. The price proposal containing the purchase price (this section) must be sealed in a separate envelope and marked"Price Proposal". {Aoll�sg�.z} 9 Exhibit A Preservation Restriction—Historic Preservation [FORM OF PRESERVATION RESTRICTION AGREEMENT] {Aoll�sg�.z} 10 PRESERVATION RESTRICTION AGREEMENT b etween THE TOWN OF LEXINGTON and � � THIS PRESERVATION RESTRICTION AGREEMENT (this "Restriction") is made as o f this day o f , , by and between [ ], having an address of [ ] ("Grantor") and THE TOWN OF LEXINGTON, a municipality of the Commonwealth of Massachusetts acting by and through its Select Board, having an address of 1625 Massachusetts Avenue, Lexington, Massachusetts 02420 (the "Town"). �1VITNESSETH: WHEREAS, Grantor is owner in fee simple of certain real property and the improvements thereon located at [ ] in the Town of Lexington, Middlesex County, Massachusetts (hereinafter the "Premises") described on Exhibit A attached hereto and incorporated herein, being the same premises conveyed to Grantor in a deed dated [ ], from [ ] to Grantor recorded in the Middlesex South Registry of Deeds (the "Re�istry") in Book [ ], Page [ ]; WHEREAS, that certain two (2) story building originally constructed in the 1840s, known as the "Hammond A. Hosmer House" (the "Buildin�") is currently located on land owned by the Town located at 1557 Massachusetts Avenue, Lexington, Massachusetts; WHEREAS, the Grantor submitted a response, dated [ ], to that certain Request for Proposals for the Sale, Moving and Relocation of the Hosmer House issued by the Town on [ ] (together, the "RFP"), and Grantor was selected as the successful proposer for the relocation of the Building to the Premises, pursuant to the terms and provisions of the RFP; WHEREAS, following its relocation, the Premises are to be used by the Grantor as � �� WHEREAS, the Building is an architecturally, historically and culturally significant property meriting the protections of a perpetual preservation restriction under M.G.L. c. 184, §§ 31, 32 and 33; WHEREAS, the Building's preservation values are documented in a series of reports, drawings and photographs (hereinafter, the "Baseline Documentation") incorporated herein by {Aoll�sg�.z} 11 reference, which Baseline Documentation the parties agree provides an accurate representation of the Building as of the date of this Preservation Restriction; WHEREAS, the Baseline Documentation consists of that certain report entitled "Historic Structure Report, The Hammond A. Ho smer House, Lexington, Massachusetts" prepared by Bargmann Hendrie + Archetype, Inc. and dated November 30, 2010, a copy of which is attached hereto as Exhibit B; provided, however, that the Building consists solely of the "main block" as described therein; WHEREAS, the Town is interested in the preservation and conservation of sites, buildings, and objects of local, state and national significance in the Town and is authorized to accept and hold preservation restrictions as defined under M.G.L. c. 184, § 31; and WHEREAS, the Town has selected the Grantor's response to the RFP, which as a condition to such selection, Grantor is required to grant to the Town this Restriction. NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby irrevocably grant and convey unto the Town this Restriction, which shall apply in perpetuity to the Premises subject to the terms hereof. 1. Pu ose. It is the purpose of this Restriction to protect the public investment in the relocation and preservation of the historically significant Building by ensuring that the exterior architectural, historic, and cultural features of the Building will be retained and maintained forever substantially in their current condition for preservation purposes and to prevent any use or change to the exterior of the Building that will materially impair or interfere with the Building's preservation values, subject to the relocation of the Building to the Premises (the "Relocation"). 2. Grantor's Covenant to Maintain. Grantor agrees at all times to maintain the exterior of the Building in at least the same structural condition and state of repair as that existing on the date of this Restriction (subject to the last sentence of this Section) in accordance with applicable local, state and federal laws, rules, bylaws and regulations (collectively, "L�al Rec�uirements"), and in accordance with The Sec�eta�y of the Inte�io�'s Standa�ds fo� the T�eatlnent of Histo�ic P�ope�ties with Guidelines fo� P�ese�ving, Rehabilitating, Resto�ing and Reconst�ucting Histo�ic Buildings (36 C.F.R. 67 and 68), as they may be amended from time to time (the "Secretary's Standards"). If the Secretary's Standards are revoked, then the most recent version of the Secretary's Standards, as the case may be, shall apply to this Restriction as if such version had not been revoked unless the revoked Secretary's Standards are replaced by successor standards, in which event such successor standards shall apply. The Town does not assume any obligation for maintaining, repairing or administering the Building. Once the Relocation contemplated by the RFP has been completed to the reasonable satisfaction of the Town (the "Proiect Completion Date") and pursuant to the requirements of this Restriction, including without limitation, Section 4 hereof, Grantor agrees at all times to maintain the exterior of the Building in at least the same structural condition and state of repair as that existing on the {Aoll�sg�.z} 12 Project Completion Date and in accordance with all Legal Requirements, which include, without limitation, the Secretary's Standards. 3. PPO�11b1teC� ACt1V1t1eS. Except as provided in Section 9, and except for the initial Relocation to the Premises, demolition, removal or razing of the Building or any portion thereof is expressly forbidden. In addition, the following activities are also expressly forbidden: (a) The dumping of ashes, trash, rubbish, or any other unsightly or offensive materials is prohibited on the Premises, except as reasonably required on a temporary basis for proper maintenance and repair of the Building and the Premises; (b) No camping accommodations, mobile homes or cell towers shall be erected or placed on the Premises. Any other building structures shall be constructed in accordance with all applicable laws, including, without limitation, zoning by- laws; (c) No above ground utility transmission lines, except those reasonably necessary for the Building, may be created on the Premises, subject to utility easements already recorded; and (d) No barrier shall be constructed, erected or allowed to grow on the Premises which would impair the visibility from the street of the Premises or the Building without the prior written approval of Town, to be granted or withheld in its sole and absolute discretion. 4. Conditional Ri�hts Requirin� A��roval of the Town. .v �p� (a) The specifications for the Relocation of the Building shall be governed by the RFP, including the Grantor's response thereto. Any specifications for such Relocation that are not described in the RFP and are material to the architectural, historical, and cultural values of the Building that are the subject of this Restriction, including, without limitation, the siting of the Building on the Premises, the visibility of the Building from the street, and the landscaping on the Premises, shall be subject to the prior written approval of the Town, not to be unreasonably withheld, conditioned, or delayed. (b) Except as otherwise provided in this Section 4, changes to the exterior (including fenestration and trim) of the Building, including without limitation, any change to the footprint, size, massing, appearance, materials, ridgeline, windows, doors, exterior cladding, foundation, roof, chimneys, or other decorative or structural exterior features of the Building or any elements attached thereto, and any permanent substantial topographic changes to the Premises are expressly forbidden on, over or under the Premises without the prior express written approval of the Town, which may be withheld or conditioned in the Town's sole and absolute discretion. Notwithstanding the immediately foregoing sentence, alterations listed as "Minor" in the Restriction Guidelines attached hereto as Exhibit C are considered part of ordinary maintenance and repair and may be made to the Building and the Premises without the Town's approval. In addition, the erection of any external signs or external advertisements on the Building or the Premises shall be subject to all zoning by-laws now or hereafter existing. {Aoll�sg�.z} 13 (c) Should Grantor wish to exercise the conditional rights set out or referred to in Section 4(b) above, Grantor shall submit to the Town, for the Town's approval, five (5) copies of a written request that includes a description of the proposed activity (including without limitation plans, specifications and designs where appropriate) with reasonable specificity and a timetable for the proposed activity sufficient to permit the Town to monitor such activity. Within thirty(30) days of the Town's receipt of any such request for approval hereunder, the Town shall certify in writing that (i) it approves the plan or request, or (ii) it disapproves the plan or request as submitted, in which case the Town shall provide Grantor with written sugge stions for modification or a written explanation for the Town's disapproval. 5. Conditional Rights Requirin� Approval of the Massachusetts Historic Commission. The conduct of archeological activities, including without limitation survey, excavation and artifact retrieval, may occur on the Premises only following the submission of an archeological field investigation plan prepared by Grantor and approved in writing by the Town and the State Archeologist of the Massachusetts Historical Commission (M.G.L. c. 9, § 27C and 950 C.M.R. 70.00). In no event shall the initial Relocation of the Building be deemed to require the approval of the Massachusetts Historical Commission. 6. Standards for Review. The Town shall apply the Secretary's Standards whenever exercising any authority, right or privilege created by this Restriction. If the Secretary's Standards are revoked, then the most recent version of the Secretary's Standards, as the case may be, shall apply to this Restriction as if such version had not been revoked unless the revoked Secretary's Standards are replaced by successor standards, in which event such successor standards shall apply. 7. Grantor's Ri�hts Not Requirin� Further Approval of Town. Subject at all times to the terms and provisions of Sections 3 and 4 of this Restriction, this Restriction does not prohibit, and does not require the Town's approval of, the following rights, uses, and activities of or by Grantor on, over, or under the Premises: (a) the right to Relocate the Building, subj ect to the Town's approval o f any specifications required pursuant to Section 4(a), above; (b) the right to engage in all those activities and uses that are permitted by all applicable laws, codes and regulations and are not otherwise inconsistent with the terms and provisions of this Restriction; (c) the right to maintain and repair the Building strictly in accordance with the Secretary's Standards; and (d) the right to make changes of any kind to the interior of the Building that do not affect (i) the structural integrity of the Building and (ii) the characteristics that contribute to the architectural, archeo logical, or historical integrity o f the exterior of the Building. 8. Casualty Dama�e or Destruction. In the event that the Building or any part thereof shall be damaged or destroyed by fire or other casualty, or shall be damaged or destroyed during the Relocation, Grantor shall promptly notify the Town in writing (but in no event later {Aoll�sg�.z} 14 than seven (7) days after such casualty), such notification including what, if any, emergency work has been completed. No repairs or reconstruction of any type other than temporary emergency work to prevent further damage to the Building or to protect public safety shall be undertaken by Grantor without the Town's prior written approval. Within thirty (3 0) days o f the date of damage or destruction, Grantor at Grantor's expense shall submit to the Town a written report prepared by a qualified restoration architect and an engineer acceptable to the Town, which report shall include the following: (a) an assessment of the nature and extent of the damage to the exterior and interior of the Building; (b) a determination of the feasibility of the repair and restoration of the exterior of the Building (or the damaged or destroyed exterior portions thereo�; and (c) a detailed description of the repair and restoration work necessary to return the exterior of the Building to the condition existing at the Project Completion Date (or if the Project Completion Date has not yet occurred, then to the condition that the Building is in as of the date of this Restriction). 9. Review After Casualty Dama�e or Destruction. If, after reviewing the report required in Section 8, the Town determines, in its sole discretion, that it is economically feasible for Grantor to repair or restore the Building to the condition that it is in on the Project Completion Date (or if the Project Completion Date has not yet occurred, then to the condition that the Building is in as of the date of this Restriction), Grantor shall do so in accordance with the terms o f this Restriction. Grantor shall submit to the Town, within thirty (3 0) days o f Grantor's receipt of the Town's determination that the Building should be repaired or restored, for the Town's prior written approval, plans and specifications for the repair or restoration of the Building along with a construction schedule for such repair and restoration work. The Town shall have sixty (60) days to review such plans, specifications and schedule, and the parties shall proceed under Section 4(b) of this Restriction. If the Town determines, in its sole discretion, by written notice to Grantor, that it is not economically feasible to repair or reconstruct the Building or that the purpose of this Restriction would not be served by such repair or restoration, Grantor may alter, demolish, remove or raze the Building or construct new improvements on the Premises all in accordance with all applicable laws and regulations. In such event, Grantor and the Town may agree to extinguish this Restriction in accordance with applicable laws. Grantor will use its best efforts to maximize the insurance proceeds available for repair or reconstruction of the Building. Notwithstanding anything in this Section 9 to the contrary, the Town shall not consider whether or not Grantor or its mortgage lender is holding sufficient insurance proceeds to repair or restore the Building as a factor in determining whether it is economically feasible to do so. 10. Insurance. From and after the date of this Restriction, including during the Relocation, Grantor shall keep the Building insured by an insurance company rated "A" or better by A.M. Best for the full replacement value against loss from the perils commonly insured under standard fire and extended coverage policies and comprehensive general liability insurance against claims for personal injury, death and property damage, which policy shall be endorsed to include the Town as an additional insured. Property damage insurance shall include change in {Aoll�sg�.z} 15 condition and building ordinance coverage, in form and amount sufficient to fully replace the damaged Building without cost or expense to Grantor or contribution or coinsurance from Grantor except for a standard deductible. Grantor shall deliver to the Town upon the execution and recording hereof, certificates of such insurance coverage naming the Town as loss payee and additional insured and requiring not less than thirty (30) days prior written notice to the Town before expiration or termination of any such policy. Grantor shall provide to the Town replacement certificates of insurance satisfying the terms and conditions of this Section 10 at least fifteen (15) days prior to the expiration or termination of any such policy or as otherwise required by the Town. Notwithstanding the foregoing, whenever the Premises is encumbered with a mortgage nothing contained in this paragraph shall jeopardize the prior claim, if any, of the mortgagee to such insurance proceeds, less any amounts owed to the Town pursuant to Section 9 above in the case of a casualty in which the Building is not repair or restored, which such amounts shall be senior to any such mortgage. 11. Condemnation. If all or any part of the Premises is taken under the power of eminent domain by a public authority or is otherwise acquired by such authority through a purchase in lieu of a taking, Grantor may commence appropriate proceedings at the time of such taking to recover the full value of Grantor's interest in the Premises, subject to such taking and all incidental and direct damages resulting therefrom. 12. Written Notice. Any notice which either Grantor or the Town may desire to give or be required to give to the other party shall be in writing and shall be delivered by overnight courier postage prepaid, registered or certified mail with return receipt requested, or hand delivery as follows: To G ra nto r: To Town: [ ] Town Manager Town of Lexington � � 1625 Massachusetts Avenue � � Lexi ngton, MA 02420 with a copy to: with a copy to: [ ] Mina Makarious, Esq. Anderson & Kreiger LLP � � St 50 Milk Street, 21 Floor � � Boston, MA 02109 Each party may change its address set forth herein by written notice to the other party given pursuant to this section. 13. Town of Lexin�ton Historical Commission. The Town shall endeavor to consult �o with the Town of Lexington Historical Commission on any discretionary right or approval held by the Town under this Restriction. {Aoll�sg�.z} 16 14. Ins�ection. The Town shall be permitted at reasonable times and upon reasonable notice to Grantor to enter on and inspect the Premises and the Building to determine whether Grantor is in compliance with the terms of this Restriction. 15. Town's Remedies. The Town may, following prior written notice to Grantor, institute suits to enjoin any violation of the terms of this Restriction by ex pa�te, temporary, preliminary or permanent injunction, including without limitation prohibitory and/or mandatory injunctive relief, and to require the restoration of the exterior of the Building to the condition and appearance required under this Restriction. The Town shall also have available all legal and other equitable remedies to enforce Grantor's obligations hereunder. In the event any civil action is commenced and Grantor is found to have violated any of Grantor's obligations or is otherwise liable under this Restriction, Grantor shall reimburse the Town for any costs or expenses incurred in connection with the Town's enforcement of the term of this Restriction, including without limitation all reasonable court costs, and attorney, architectural, engineering and expert witness fees. 16. Runs with the Land. (a) This Restriction and all of the covenants, agreements and restrictions contained herein shall be deemed to be a preservation restriction as that term is defined in M.G.L. c. 184, § 31 and as that term is used in M.G.L. c. 184, §§ 26, 31, 3 2 and 3 3. Grantor shall fully cooperate with the Town in its efforts to obtain any government approvals necessary for the perpetual enforcement of this Restriction, including but not limited to the approval of the Commissioner of the MHC as provided under M.G.L. c. 184, § 32. In the event that this Restriction in its current form is not acceptable to MHC for purposes of said approval, Grantor shall cooperate with the Town in making any and all modifications that are necessary to obtain said approval. The term of this Restriction shall be perpetual, subject to the provisions of Section 9. To the extent required by applicable law, the Town is authorized to record or file any notices or instruments appropriate to assure the perpetual enforceability of this Restriction. (b) Grantor intends, declares and covenants on behalf of itself and its successors and assigns (i) that this Restriction and the covenants, agreements and restrictions contained herein shall be and are covenants running with the land, encumbering the Premises for the term of this Restriction, and are binding upon Grantor's successors in title, (ii) are not merely personal covenants of Grantor, and (iii) shall bind Grantor, its successors and assigns and inure to the benefit of the Town and its successors and assigns for the term of the Restriction. 17. Title, Authority. Grantor hereby represents, covenants and warrants as follows: (a) The execution and performance of this Restriction by Grantor (i) will not violate any provision of law, rule or regulation or any order of any court or other agency or governmental body, and (ii) will not violate any provision of any indenture, agreement, mortgage, mortgage note, or other instrument to which Grantor is a party or by which it or the Premises is bound, and (iii) will not result in the creation or imposition of any prohibited encumbrance o f any nature. {Aoll�sg�.z} 17 (b) Grantor will, at the time of execution and delivery of this Restriction, have good and marketable title to the Premises free and clear of any lien or encumbrance except those matters set forth on Exhibit D attached hereto. Grantor represents and warrants that it has obtained the consent of all existing mortgagees of the Premises to the execution and recording of this Restriction and to the terms and conditions hereof and the subordination of all existing mortgages to this Restriction. (c) Grantor shall timely pay all contractors and/or laborers performing work or providing materials for the Building or the Premises so as not to cause or permit any liens, including without limitation mechanics' or materialmens' liens, to be recorded against the Premises. Any such liens recorded against the Premises shall be removed by Grantor or bonded over within thirty(3 0) days thereafter. 18. Submissions and Notices to the Town. Any submission or notice required under this Agreement to be made to the Town shall be made in writing to the Town Manager as set forth in Section 12. If the Town does not respond to any such submission or notice within the timeframes prescribed above, it shall be deemed not approved. 19. Assionment. The Town may, at its discretion without prior notice to Grantor, convey, assign or transfer this Restriction to a unit of federal, state or local government or to a similar local, state or national organization that is a "qualified organization" under Section 170(h) of the Internal Revenue Code, as amended, whose purposes, inte� alia, are to promote preservation or conservation of historical, cultural or architectural resources, provided that any such conveyance, assignment or transfer requires that the purpose for which the Restriction was granted will continue to be carried out 20. Recordin�. Grantor shall do and perform at its own cost all acts necessary for the prompt recording or filing of this Restriction in the Registry, and shall transmit evidence of such recording or filing, including the date and instrument number and book and page or registration number of this Restriction, to the Town. 21. Amendment. This Restriction may only be amended by mutual agreement of the Grantor and the Town, in a written instrument recorded in the Registry. 22. Entire A�reement. This Restriction reflects the entire agreement between the parties. Any prior or simultaneous correspondence, understandings, agreements, and representations are null and void upon execution hereof, unless set out in this Restriction. 23. Governin� Law. This Restriction shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 24. Invalidit,y of Particular Provisions. If any term or provision of this Restriction, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Restriction, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Restriction shall be valid and be enforceable to the fullest extent permitted by law. {Aoll�sg�.z} 18 25. Counter�arts. This Restriction may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. �Remainder of page intentionally left blank] {Aoll�sg�.z} 19 EXECUTED under seal as of the date first written above. GRANTOR: By: Name: Title• COMMONWEALTH OF MASSACHUSETTS COUNTY OF On this day of , , before me, the undersigned notary public, personally appeared , 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 as of , a Notary Public: My Commission Expires: {aol l�ss�.z} 20 TOWN OF LEXINGTON, By a nd th rough its Select Boa rd COMMONWEALTH OF MASSACHUSETTS COUNTY OF On this day of , , before me, the undersigned notary public, personally appeared � Members of the Select Board for the Town of Lexington, proved to me through satisfactory evidence of identification, which was personal knowledge, to be the persons whose names are signed on the preceding or attached document and acknowledged to me that they signed it voluntarily for its stated purpose as Members of the Select Board for the Town of Lexington. Notary Public: My Commission Expires: {Aoll�sg�.z} 21 {Aoll�sg�.z} 22 APPROVAL BY THE MASSACHUSETTS HISTORICAL COMMISSION The undersigned hereby certifies that the foregoing preservation restrictions have been approved pursuant to M.G.L. Chapter 184, Section 32. MASSACH USETTS H ISTORICAL COM M ISSION By: Name: Title• COMMONWEALTH OF MASSACHUSETTS COUNTY OF On this day of , , before me, the undersigned notary public, personally appeared Brona Simon, 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 she signed it voluntarily for its stated purpose, as of the Massachusetts Historical Commission. Notary Public: My Com m ission Expi res: {Aoll�sg�.z} 23 EXHIBIT B Legal Description of Premises [NTD: To be inserted after RFP process] {aoll�sg�.z} EXHIBIT C Historic Structure Re�ort, The Hammond A. Hosmer House, Lexin.�ton, Massachusetts [see attached] {Aoll�sg�.z� EXHIBIT D Restriction Guidelines The purpose of the Restriction Guidelines is to clarify Section 4 of the terms of the Restriction, which addresses exterior alterations to the Building. Alterations of a minor nature, which are part of ordinary maintenance and repair, do not require the consent of the Town. In an effort to explain what constitutes a minor alteration, the following list has been developed. This is not a comprehensive list, and it is provided for illustrative purposes only. It is only a sampling of some of the more common alterations which may be contemplated by building owners. In the event of a conflict between these Guidelines and the Restriction, the Restriction shall control. PAINT Minor - Hand scraping and repainting of non-decorative and non-significant surfaces as part of periodic maintenance. Ma•�or - Painting or fully stripping decorative surfaces or distinctive stylistic features including murals, stenciling, ornamental woodwork, stone, masonry, decorative or significant original stucco or plaster. WINDOWS AND DOORS Minor - Regular maintenance including caulking, painting and necessary reglazing. Repair or in-kind replacement of existing individual decayed window parts. Ma•�or - Wholesale replacement of units; change in fenestration or materials; alteration of profile or setback of windows. The addition of storm windows is also considered a major change; however, with notification it is commonly acceptable. {Aoll�sg�.z} EXTERIOR Minor - Spot repair of existing cladding and roofing including in-kind replacement of clapboards, shingles, slates, etc. Ma•�or - Large-scale repair or replacement of cladding or roofing. Change involving inappropriate removal or addition of materials or building elements (i.e. removal of chimneys or cornice detailing; installation of architectural detail which does not have a historical basis); altering or demolishing building additions; spot repointing of masonry. Structural stabilization of the property is also considered a major alteration. LAND S CAPE/OUTBUILDINGS Minor - Routine maintenance of outbuildings and landscape including lawn mowing, pruning, planting, painting, and repair. Ma•)or - Other than the Relocation, moving or subdividing buildings or property; altering of property; altering or removing significant landscape features such as gardens, vistas, wall�s, plantings, walls, fences; ground disturbance affecting archaeological resources. HEATING/AIR CONDITIONING/ELECTRICAL/PLUMBING SYSTEMS Minor - Repair of existing systems. Ma•�or - Installing or upgrading systems which will result in major exterior appearance changes (i.e. exterior ducts, piping, ventilators, HVAC units); the removal of substantial quantities of original materials in the course of construction. Changes classified as major alterations are not necessarily unacceptable. Under the Restriction, such changes must be reviewed by the Town and their impact on the historic integrity of the property assessed. {A0117587.2} 2/ EXHIBIT E Permitted Encumbrances [To be inserted after RFP process] 28 Exhibit F Other Restrictions The Property shall only be used for the following purposes: • Residential use with affordable housing component • Residential use without an affordable housing component • Non-profit or other professional office business use • Arts/Gallery Space � Other uses permitted by the Town's Zoning Bylaw, Chapter 135 of the Code of the Town of Lexington for the district in which the Hosmer House is proposed to be moved, and approved by the Select Board 29 Exhibit G Anti-Collusion Statement The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club or other organization, entity, or group of individuals. Company: Address: City/State: Zip: Telephone: Email: Date of Proposal: Proposer must sign the following in ink: By: Please print name and title of signatory below: Name: Title: Name, signature and company must be the same on each of the following pages of the proposal as they appear above. Indicate which type of organization below: Individual Partnership Corporation Other 30 Exhibit H Formal Identification of Proposer To be completed by all principals and beneficial holders of 5% or more of the stock or other ownership interest of this proposal shall include individuals, corporations, partnerships,joint ventures and unincorporated associations List all holders of 5% of more ownership interest as specified above and if any of the names are of organizations or corporations furnish complete information for ownership interests that hold more than 5% interest in each of the said organizations. Name Address Percent % % % % % % % % 31 Exhibit I Insurance A�ent Statement (To be filled out with Proposal) We understand the insurance requirements of the proposal and that evidence of insurability may be required within ten(10) days after notification of award. Proposer Insurance Agent S ignature S ignature Date Date 32 Exhibit J Declaration and Certification The undersigned, as proposer declares under oath that no other person has any interest in this proposal or in any resulting agreement to which this proposal pertains, that this proposal is not made with connection or agreement with any other person(s) and that this proposal is in every respect fair, in good faith, without collusion or fraud. The proposer further declares that he has complied in every respect with all the instructions to proposer, that he has read all addenda, if any issued prior to the opening of proposals and that he has satisfied himself fully relative to all matters and conditions with respect to the general conditions of the agreement and all relevant information to which this proposal pertains. The proposer proposes and agrees if this proposal is accepted to execute the attached purchase and sale agreement found in Exhibit I establishing a formal contractual relationship between the proposer and the Town of Lexington for the performance of all requirements to which this proposal pertains. The proposer further agrees, if this proposal is accepted to post a $500 cash surety with the Town of Lexington which will be refunded only upon the execution of said contract documents. Estimated date of award is on or about with contract to commence on or about . The proposer certifies that this proposal is based upon all conditions as listed in the Request for Proposals and that he has made no changes in the proposal specification documents as developed by the Town. The proposer further proposes and agrees, if his proposal is accepted to execute the purchase and sale agreement (Exhibit I) for the purpose of establishing a contractual relationship between the proposer and the Town of Lexington for the performance of all requirements to which this proposal pertains. Declaration and Certification Submitted by: Name o f firm, corporation or individual Address of firm, corporation or individual By: Name Title If corporation— seal and S ecretary's S ignature 33 If individual, sole owner or partnership — Two (2) witnesses required Witness Name Addres s Witness Name Addres s State of County of Before me, personally appeared, to me well known and know to be the person(s) described herein and who executed the foregoing certi�cation and acknowledge to and before me that executed said certification for the purposes therein expressed. Witness my hand and official seal, this day of 2019 Notary S eal: Notary S ignature Commission Expires: 34 Exhibit K Addenda The proposer states that the proposal is based upon the Request for Proposals and addenda, if any, listed by number as follows: Addenda, if any: Number and Date Issued Number and Date Issued Number and Date Issued Number and Date Issued Number and Date Issued Number and Date Issued Number and Date Issued Number and Date Issued Number and Date Issued 35 Exhibit L State Tax Certification Pursuant to Chapter 62C of the Massachusetts General Laws, I certify under the penalties of perjury that the undersigned Proposer complied with all laws of the Commonwealth of Massachusetts relating to taxes. By: * Signature of individual or Corporate Officer Corporate Name (Mandatory) (Mandatory, if applicable) **Social Security# or Federal Identification# * Approval of a contract or other agreement will not be granted unless this certification clause is signed by the applicant. ** Your Social Security Number will be furnished to the Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment obligations. Providers who fail to correct their non-filing or delinquency will not have a contract or other a�reement issued, renewed, or extended. This request is made under the authority of Mass. G.L. 62C s. 49A. 36 Exhibit M BILL OF SALE This BILL OF SALE ("Bill of Sale") is made as of , 2020,by The Town of Lexington, acting by and through its Select Board, a Massachusetts municipal corporation situated in Middlesex County(the "Seller"), having an address at 1625 Massachusetts Avenue, Lexington, Massachusetts 02420, to [ ], a [ ] (the "Buyer"), having an address of[ ]. RECITALS WHEREAS, Seller is the owner of the real property located at 1557 Massachusetts Avenue, in Lexington, Massachusetts (the "Real Property"), including the building located thereon commonly known as "Hosmer House" (the "Building"); WHEREAS, Seller issued that certain Request for Proposals for the sale, moving and relocation of the Building (the "RFP"), Buyer submitted a response to the RFP, and on [ ] Seller selected Buyer as the successful proposer to such RFP; and WHEREAS, the RFP requires that Seller convey to Buyer, and Buyer desires to acquire from Seller, all of Seller's right, title and interest in and to the Building. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agrees as follows: 1. Seller does hereby unconditionally, absolutely, and irrevocably grant, bargain, sell, transfer, assign convey, set over and deliver unto Buyer all of Seller's right, title and interest in and to the Building. 2. Buyer shall commence work to remove the Building from the Real Property on or before September 1, 2020, and shall complete such removal on or before September 15, 2020. Such removal shall be at Buyer's so le co st and expense, and shall be pursuant to the terms and provisions of that certain License Agreement attached hereto as Exhibit A. 3. This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 4. This Bill of Sale and the legal relations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of law. [Signature Page Follows] IN WITNESS WHEREOF, Seller and Buyer have executed this Bill of Sale as of the date first written above. 37 SELLER: Town of Lexington, By and through its Select Board BUYER By: Name: Title: 38 EXHIBIT N License A�reement This LICENSE AGREEMENT (this "License") is made this day of , 2020, by and between The Town of Lexington, acting by and through its Select Board, a Massachusetts municipal corporation situated in Middlesex County(the "Seller"), having an address at 1625 Massachusetts Avenue, Lexington, Massachusetts 02420, to [ ], a [ � (the "Buyer"), having an address of[ ] WHEREAS, Seller is the owner of the real property located at 1557 Massachusetts Avenue, in Lexington, Massachusetts (the "Real Property"), including the building located thereon commonly known as "Hosmer House" (the "Building"); WHEREAS, Seller issued that certain Request for Proposals for the sale, moving and relocation of the Building (the "RFP"), Buyer submitted a response to the RFP, and on [ ] Seller selected Buyer as the successful proposer to such RFP; WHEREAS, in accordance with the terms and provisions of the RFP, and pursuant to that certain Bill of Sale of even date herewith to which this License is attached as Exhibit A (the "Bill of Sale"), Seller has conveyed to Buyer all of Seller's right, title and interest in and to the Building; WHEREAS, pursuant to the RFP and the Bill of Sale, Buyer is required to (i) commence work to remove the Building from the Real Property on or before August 1, 2020; and (ii) complete such removal on or before September 15, 2020, which removal shall be at Buyer's sole cost and expense, and otherwise shall be performed in accordance with the terms and provisions of this License; and WHEREAS, Seller and Buyer desire to enter into this License for the purpose of permitting Buyer's access to the Real Property and the removal of the Building therefrom, all in accordance with the terms and provisions hereof. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agrees as follows: 1. Access. Seller hereby grants to Buyer a temporary license to access the Real Property to undertake the removal of the Building, and the restoration of the Real Property to the condition required by this License, all as contemplated by the RFP (together, the "Work"), and for no other purpose. Buyer shall provide Seller with at least five (5) days' written notice prior to commencing the Work. During the performance of the Work, Buyer shall be responsible for the posting of signs at, erection of temporary fencing around, and/or restriction of public access to such portions of the Real Property as may be reasonably necessary to perform the Work, to the extent such actions are reasonably necessary in the interest of public safety. 39 2. Term. The Term of this License shall be for the period commencing on the date of this Agreement and terminating on September 15, 2020 (the "Term"). [NTD: Discuss penalties for failure to complete the Work prior to the expiration of the Term.] 3. Permits and Approvals. Prior to the commencement of the Work, Buyer shall obtain all necessary permits and approvals for the performance of the Work. Copies of such permits and approvals shall be provided to Seller no later than the date that Buyer commences the Work. 4. Restoration. Immediately following the removal of the Building, Buyer shall perform such work as may be reasonably necessary to [ ][NTD: Town to confirm required condition of remaining footprint following removal], which restoration work shall be deemed part of the Work. Buyer shall substantially complete the Work prior to the expiration of the Term, in a good and workmanlike manner. The Work shall not jeopardize the structural integrity of, or materially affect, the reminder of the Real Property. During the Term, Buyer agrees to keep the Real Property in a clean and sanitary condition and free of any offensive or noxious odors and fumes, and Buyer shall not permit the Real Property to be overloaded, damaged, stripped or defaced, nor suffer any waste. Buyer's obligation restore the Real Property as provided herein shall survive the expiration or termination of the Term. 5. Insurance. Buyer shall require that all of its contractors, subcontractors and consultants obtain and maintain [commercially reasonable][NTD: Town to confirm: specific amount required?] general liability insurance coverage for liabilities arising out of the performance of the Removal Work. Seller shall be listed as an additional insured on all such insurance policies, and certificates of insurance evidencing the same shall be furnished to Seller prior to the entry of any such contractor, subcontractor or consultant on the Real Property. 6. Indemnification. Buyer's access to the Real Property and performance of the Work is at Buyer's sole risk of bodily hard and property damage. Buyer hereby agrees to indemnify, defend, and save and hold Seller harmless against and from all liabilities, obligations, damages, losses, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys' fees, which may be imposed upon or incurred by or asserted against Seller by reason of: (i) Buyer's, or its contractors', subcontractors', or consultants' entry upon the Real Property; (ii) the performance of the Work; (iii) any liens or encumbrances recorded against the Real Property relating to the Work; or(iv) any breach of this License by Buyer, or by Buyer's contractors, subcontractors, or consultants. The provisions of this Section shall survive termination or expiration of this License. 7. Notices. Notices required or permitted under this Agreement shall be given in writing by registered or certified mail, return receipt requested, or by nationally recognized overnight courier, or by hand delivery, at the following addresses: If to Seller: Town of Lexington 1625 Massachusetts Avenue Lexington, MA 02420 Attn: Town Manager 40 with copy to: Anderson & Kreiger LLP 50 Milk Street, 21st Floor Boston, MA 02110 Attn: Mina Makarious If to Buyer: [ ] � � � � 8. Miscellaneous. a. Buyer shall not assign or otherwise transfer this License or its rights hereunder. b. This License, together with the RFP and the Bill of Sale, contains the entire agreement between the parties and there are no verbal understandings or agreements different from those stated in this License, the RFP, and the Bill of Sale. In order to be effective, any modification of this License must be in writing and signed by both parties. c. This License shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. d. If any provision contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. e. This Agreement may be executed in one or more counterparts, each of which counterparts shall be an original for all purposes and all of which, taken together, shall constitute one and the same agreement. [Signature Pages Follow] 41 IN WITNESS WHEREOF, Seller and Buyer have executed this instrument as of the date first written above. SELLER: Town o f Lexington, By and through its Select Board BUYER By: Name: Title: 42 �� '' � �r ��P� � _..._ ��, ��" � � �,, �� .�J� !� '�m �� ; ��: �.� � w��;� ��ir� ot �.�xir� tor� �� u��tt� �� o , �; g � � �°° ��i �a�� ' 9�� ,� �:-�,�,..'' `�•, � � �� X;�� ''�� :��,�� ; ,� July 16, 2021 To Whom It May Concern: The Select Board for the Town of Lexington will be holding a public hearing on Monday, August 2, 2021 to receive comments on the potential to move the Hammond A. Hosmer House from its current location next to the Police Station on the edge of Fletcher Park to the back portion of the lot at 25 Somerset Street (facing Hancock Street, between 37 and 43 Hancock Street). The planned use of the house will be as a single family home, once moved and renovated. The Select Board has determined that it would be appropriate to receive comments from abutters within 500 feet of this potential location for the Hosmer House prior to the Town putting this proj ect out to bid. For additional information regarding the house, a historic structures report can be viewed using the following link: �� ro � ��. � �. � � _ �. �,,,,,, ,� ��,,,,,, �� ,,,,,, ��....�,,,,,, �� ,,,,,,�� ,,,,,,�� . The remote participation hearing will be held at 7:00 PM on August 2, 2021, via zoom.us, webinar ID 929 4888 8203, passcode 094784. Should you wish to provide written comments, please submit them in advance of the meeting to��.�� v by 12:00 noon Monday, August 2, 2021. Sincerely, � � �� James Malloy, Town Manager Jill I. Hai, Select Board Chair 1625 MASSACHUSETTS AVENUE• LEXINGTON,MASSACHUSETTS 02420 E-mail selectboard@lexingtonma.gov Town of Lexington, MA . 1 __ ___... �� ` �� ; �a�� ?u �1 � � � °��.�� , l��f Yf �!"� +��"�'�''�"V�� , . � � � � , � � �: �.Y� /,��; ''� 1' � „., bn � ,. , � ��,� �,.., J" 1 � � a..,, +� �.,,., «l/� � ��'�� f� 'f, ;.: �, o aio,rro�,,.,m, �� '`1111, JI� .„,r� "�,,�� w �� 1 ' „ � T�� 1 �"� ��,��, rr 'f" � W,;,,., � ��.�� y �� ,,,,,, �„�,,,,, ��`1q� � .,,,.. ��, � , , �i� ��—� � �';�„ ��II�� ,�� "�� .,�M y ,� Ifs, � v � I ,� �I� �w.�M; ��.��,�' ��p Y��u�� flJf � ��' � �� 1 �� .��.� �� ..., ��,� ��'' , n � ,� ,� � �� .�� r� � � �, � N R 'lii.� �.� . �d yl� ( � w�f� Il ��;.�;.��., II��k � a^w ,�'. m � � u p � � 1� � �� r�,.,,,� �� i � 7' iN� �� , ��. r� � ,� �� R u��° ,�� °r�f �� A �lf, � "� ' � f1 � ��, �� , � �� f � • u� "" � �� °� � �� '�� "�"� � '� v f � �ii� � � f� � � , r� ° �' ' "'� � p �� ii� � �,f yN �11 �'�p' r � �, ' IIII r, � �:m.�u , !(r i4 ��'' MIiN!�y�N 1 �°'� �� y, �,,. �� ' � �"g �� " ° �,� _�� u �� ! f Fn � �� , ,. wp .��' v �� .. w� l "� �� "�� '�` �� V"i��r I`f�� M�1�0��I�"��1111�� ` Y;.„ � I�' �� Ul"„ �i' I�!� � u I, � ��H r� 1, � Vil� (�� n��10N„��y . �,�Y �� 111�,,ry � IIJ 1�f! �� d� � p �, � �� ,�, �� 7 . , r � � : �.. , f v i�� II� �lllll� . � �,�.. `� � � ry � ��u�� I�l ; � ;�. ,,,�.. , �,� � �,. ��r j��J ., �J�1% �..,ilii/!r .��„.,,� �i°,,, � rrv��'�jU �� l; � �� I ` �" l �� " �, r�fr' :;I , y ,�'1�, � ,i!l' �� v �¢u�i ,�� ' 1 ,��, � .. f'��( �I �, it f ,((,ll� � �ui��M' ' � � �" ,�9 '�� y� "%l , �w,� � �. �� , ��v�" �: � ��, ��. �j� �,;.,;. ';,' � ��ll� � �l° '��'a :� Y �� ,�� lrr� , ;� � ; 1 � �,��. If i�' , � Vb!� l ��_ � � � ��,.,� �(�' ��1? ��1� �� Il �� , . . „ � ��,��, , J :. ��, .,;��;. �� ;� 1��, m�l�� ' �� 1J�i� �,� , ,I��,�l% � I� �,�. .,�, I h �"��"�� U � � �,� ,�Y�„ � � .�J� n��, ; � ,,.�,y �i� ; l�J � � �� w� �, �r ��., � � ��1r� ,4�,�a �C"'� W � i�, � 111°� � � 1 ��f'I i"' 1�f jJ �'x ,. �u � �4� . �� , t !�� ;�'��,,.�;��'"�� m y �� d ��c�� .. � � �, d _ �� w , � l ��.e., �� w� �� l� �� , � � ��„� ,��'� � �H n �..... � �iu ..�„ �! �Y �%. � Rr ..,- I�l i,,.,, i'r " I� � 1� � �,e,. .,,�, �!i � � III " ��II w,,.�" / I � m Q fi �„�'III"l�a�N� �� 1 II, I�IIII� �..,;;, '�'� " � (w.. " . _ � .., . �� I) � .:. 1 r ;.: �',.,,.� '' 1y�4..sll.�":.i� l r � , . J1i�ll , 4 u�� f�l� �� ,;.,;! �, W . ; ;�' w �, .,;;„, r�u �� ..;;;. �� ;;; �°-�,,, ��`, . qll�� M �,�a. ��S,K � 4��. � � ,. M w�,,i, m��ou��.,4 M„� wm , � ,a� :�;�.�;� 6. a ll u�� J� ,.. �,�. � � �u ..., � e � �.. .,,, 11° �� v _ ' J � I��" � ,yw, V �� r J J „,,.�,.. f� � i ,,..,.,,.., �%;,,, ,,'' c i I� ��I' I � i�'f, . �M� �f11 F ; .., . li��f�! � Xr. '��w � 'ra�.N�I��f",i V� "(� � i I� ry 1� I�, V � 1 � � �.: r t��r e� �t iP ak`" ��` �. �'I.,�'� u, " �. J �l� 1fJf � ' , �.;, J� �,�� .,,. '�f �I��I f' � -`��",��y,� � n� Y r°'r ��X u.� ,�; ,� �''� ,, 1 ...,,` ,��' «a�p�»>i��1��1 uiiiduuu ,�` ^��'�,�mn„��,y d, ,� � .Vir��.. ^o, .i,' ^.�.,;,�'J II ."'',;;�. '��"py:�,�� I�i;.,�r�!A., ._, i�'� M"n�x�' ,."'r,��.�� ,. u , .�i.l � �":��,.I�` ,�,,. �,��Mium..xi mr u� � '� i. � '�'0r, � �1 �� JN�. r,.., '��'��,��ro ,� j ,,,y� ��I� �� l,., �� ;r �1��1��111�1\\ ,� ! ��.��,�F L��, �i '� � ��'��,�� ,..�, . �� r�� , 0 ,��, ��, �' �� ,, � �� , .��. � r � � �� v .. � �M �i� �Y,..� �Q �� 1�� ,.��,.. �"�� ,�1� ��,��,� �,;,.�� ,�� ,��-'"��I�� ;°�,,,��,.. �, ,..,,,,, � �� ,�,� j .,,,., � �� , �i �� ,,, � ; � ' " � ; � ,,��, �1 �,.. , �� :�I' �� ,� . � `` ,. .,,. �,��, � , �,11 n� � ,� ui� ;j� � �r il- � .�� ,., �� ,� �� , ��1' � il` �". l� �.a� � r .,,, �� ,,..,,i� �� ",� �, �I �� : ,,` � �,, ,�� ,r�� ,�rrl ��nu� �m � , �� `;� �j�f �" ��If ;,�r, .��r ��'' i11 ,� �� .....oe,��\� �� ', , � �, �, �, ��n�� '" .;, �,. � � �� ,. � , }"'�� ' �, � ,1�� 11 � � �'`� ��„ ��,..�� i- w.,ir I�� i111, ��_,��" �°',..,; �� . ., �� iui� N,,�,i�ii �� " ;�� G.,; ,,,;�� IlViililil. � � �/ d� 1 �, '�,.�� " M��p �1�: N"��l� f�rY ��,,...;,.,., d��' �UI� � '�w�� w� � �� ,.w , ��,`.J � r �, � ( � �� .,.,,.. �, �°� � � ��n � ,�w� ��° � � ��,:�� ,. �t� , .,. ��, ��, �,. ,,. , z.,�, ��''� �� li�� ,.�. �,. t� �; ��°� �� , .;.� �� '� ; �.,, �'��" .,,. �� M<,. �°�� „�.,��"��w��I�� mn. �� .� �r' P ��, .. ,�� Ir � °�y� p�r 1' �� L �k � �r °''� �' _�Ul�� «,P., ( �� u�� f. � ,.., i r,.� � I�� I(/(� � ` .�..s �' �V �Qa�. ��//1r7f1p1➢.� 'f ii- 1'1J, : �, �, ` �( 'Ill' !1 f �!� '"„.� � ��„;,,�,�p„� " �i� _ .;,,, � J � �'� ^� ��` . �, � � �� ' � iiUQr6 ` i11N� � � �"�«Ir,i»1 �� ` J�r ildl ��l�� hr oif�� /�,, "' . � r %�j�, UI1Dfm � � ol� ' imml�� I�� ,' IU u� p� �� f �� mll�� 1! ,,,,,,;rrll!� �.:m . �V��m iii�I I i 1l �' i�IC10�� N�E�Imv��. µ„, ((' �,. � ��.0 m ky�� 1�1 �� 5�� ° ��°�� ' �,��,�',,,,;` � ssi l�r�l � ti f s �r se �w,r � :� �, � � t t e � �r� t� c�t t � � �� a��.� � �� :. �,�'��o��4��: � � t��t�� e MAP FOR REFERENCE ONLY NOT A LEGAL DOCUMENT Town of Lexington,MA makes no claims and no warranties, expressed or implied,concerning the validity or accuracy of the GIS data presented on this map. Pflllt 171ap SCaI2 IS appfOXICllate.Critical layout Geometry updated 7/14/2021 or measurement activities should not be done Data updated 7/14/2021 using this resource. Hammond A. Hosmer House ti n� �,� � , , � . u� ,, ,%. U�. ; , � ; �, � n� �i e oP! �@'✓' .. ��,:. ; r „ ,, � !!/ ' „ � Ull(III/�� f;�/�� /, / .. r 1� � ,; "✓»aw�., ; � : �� „ 9 'j //JI i��/,, �" ...;J t.� Hi!.„ ,.. ' s�, �eN tvsertvr�urrW�v�vYrrnSt��YSls9roi�HNBNlvn�lllf$it4lk�rr/a2iN�ar51,��;ly11)�n�/yr�irrN'iR � / c i/�il,,�ii,: ip' �� ,,,'f..' �,�,�� i�r� ' . ,. ixi�ouuiarru,,,r�,�Fis�tr ��v�t,��i�w�ii,ri� ;/r�%9: /%% �rr � //'� ��, �. � � .,. �j� �,`�'�/� � i�w;vH,� ,re�iranui ir�;»,a�om„uuar,:, � ,i� r„-„ i . /,riAJ�/��; �i��/��i i �� J�,,, �/�/ ��fGd�' . ,/�%�� ,"%/�%///%%��i��„� ml�lii,iq��%� Ji/��i fI /�� . 7/!///J,� � �� ...�� i ��J��i��V��.,,, . .. i. � frr �/ 'r � � �f�I i %p Jl� 1{� i/n�j� �l �� / �/iii��a��. ��%i r��/� ��111r ,�/��.. � �I,,�� . , fir,...' i��,�/I i///i��'N�� „� 'frir�j,{� if�i��jf�(G�f i��Jj � � �tI�� ii�� ,/i//'911./f��!lf�4/��/ �'If^� � ro;..., P k'rrM1'.; /,� �l/�%��4�i��1hj/�� „u;�y�'f �j�f�yJ�j(,�i��iJ � ��i, ��o � � �,r � � i�r �� il��il��/�f�i ��t� rii ��arJJf�� u�l%ii� �i i . /'r �,,,`%1%1�'� � ��/i /'�j✓' % i �, ,, i ��vj ,�////Jf(�� f�dl 19ct6e�o t raan✓Kaaiu�l„�xxu�r�,�otlo,mKNnq��l��mau�� /rp or,, s'��Nrli' i��uy/�'' /i �i i r Ir ! a li �/: 9J,�, �i„' ;%%'"' �:%.., �/i',�... i,�y�r i ;�-,,,, i��f��i I �j�i,o j�� ,". n;�v»mm�m.uiurrw�ypu,ypiorawrwa;ryy;,nl�m�a§m§�rt�flnwi��uyrur✓�;N79riu,7ie✓�ru�;wny«�,wi�„� � ' � � ,,.,.��r mm� � i �i,�///., i!,.,s,e �s.,o mf��,�%/�i��;�,' ;,�:: .... ... r,w�NS��Wi" "�'0.�1N§�w,J�urAl�6vmpn�tiiroiar�saa�n,rrrnx:�,ux��r � � ,�,.,; ��i,r p/ l�%r,i,��/fi�vrr;�rrr��f/, 4�i�.,.,�/OD, � ',��: „�i�l� /''. ..7;ra.. ��Umm'u�urmuMm�fa_. ii.. .u.iaao�n�,rir�ror�,�h�rinNtr�emrr^s^�M1;Niuv,r�:'.��a� � 'm,,,,... .,.t�f(Ul;;n, .. ,,%!///ia�r%��!�-',�r'r�y��4 ;� ✓(lff�i�„ , �//�� wmouui��u,�w ��,�f ��w, r ,,��, ' �„��I y�'il�� „��f�� "� /,/�, ;; ��"�, �w �UuhnN��mm��.�� '";� � i ./ ii:/ ,�;/��f� �, ii //�/� �%////i��ii�� i, ....... .. , . ��;.� a �//////�.. i . i // �� . ..... ....... 7�NMi / N,wIJi�,wUl9�9 i ' ��`�`'l1 �i,,,,:,,� �,<,%�iiii o i ��/;,ii ',!%0;,,��%I° �c � �� 'a,'��,� ��« �,�I�,p i{ I „��: �/!/ /i„ i/rr�/ /� /„ /!i�/�� ,:� ,�,,�� .. 0 7 1 f r, �14 r� , %%i ;,,, i i//r,� � //} ��ln c, n!/� �- � t; �J/ � /', ��i,;:;/// �,r.i,,i /i �„� ,�i'i �.% ;,� .,,ii//% � i � , .. ��/„�, ,r/�o, �`./i D ,; - ��i ,i,/ � , i„ . i . y/idJfl��%%%i ;,% � � 1 ��l� �' fr, iir / „3�ll/li, �.;� ,,,;;i/� //y%', %/„/ij� y�.., ,..;; �,�� ....��;;o ;�„ �c''�:'�, i `�sb)IGf� %%�;. �/%�. ,��,,i, � �� /� " „/ ! %//i/� .., iiiai�i�� 1�..% ; . 4✓G,/trori,rrnl'ifq ,,„ �,,.,/,<,/��://i f l/::�"j;��IJ�� / � �j „�, , .... � ,,,, / �,,, �t��y� f ii � ^%i %� /�J� ; � � �,� �^y4� `� %r� �",� /" i�//ir%/////�I�/� � � ' � ��"'�oi i` ., �'"��YcrN�Vr�/,r��'a�rmR��ii� f / v ,, , ,c, ; ... .� ��; Nl", )Yf /� ...:�,, %i �,ii o %%„ �,�`i f�"!!i��Y�%%,QI N�'% °� �;� "` ` � „ ;✓,oin,:..,, ��/ r/i.,r f. � � , „ ;,,�iz,o i-,i„ �.%,...,,,, i,r//1�,�'!�� 11�,/r �/,,. , ,,:::; ;i ..,. ,.:::�r „ :,;, !; .,. .; I � ,��/�� ,��j H�'r�� ,, .�.. / �i%� ,,,,,,, 'ri'.� ii;''/ ,'7,PN�!"%.�,, r�J;./�J�%�U,�l��„��, � .,,' „ a , ' . .i�� K %Il�/%I fl, � / i i ��l r„;�i/f��%,�� If r r',ii��-/Gr�ii;,, �, ' '�' � < � � � � �i/� rc, /�jl Jlr ��Yy � r��J%� � �; ,,%/!f��'//�'�� a "i %/�i ��'�� '�;"� �'U y /1/101dJb�!,, ��ii��„, /� �� r IYi� �' n � �, l�' �„ l �1l�f, y�D�� ,, ��J�„�)�� 1,�u�f y,;e,�`�� u��%" r�A,/f G �,;,�u�' �i ��,� i�i//flll�%;� ,,,��ii,:: ��/%� I!///i�,,;:i,� ✓y� i , ..,, ;,. ,� :;� / ,,:�r�,��/��: ��i,;I tr`,,;, �%��,,,f�1�.;�,,.,,, / 1, �,, l �, i 'Y� %i��j%v c �f ii�� i,,,��%�`i�a`�5�1� �l�f;;� ��i ',�; �� rl�, ;�p j i ��, /fli l� / �y ��afur;,�� j� r,,l�.�/�j!��/��l��G��,� i�' ...�r l� f �f��%�j��V 1' f�%�l�;� ` �. �� %��f�f%r�i �/��rr��f�J�JI is � %.. � ///l/��i,. ,,� 0�i/-� ��p�ii % ��/ � p ��(,,�j �;: r��/��%+117� i��j/�/r �� 'I^';��JN�J,��/ If�� r��i�/ ��N�l%/�/%� 1 �i/d( j//'�Jf�� p os r(q i � i Il `� r �//ri�� ;i��,%' / ��j � / i i i , /�/ '�� j / i � i�61 � � �� /�� fr�`''�J/oi 5� n'�w� �� ; f�� ,,, �� '1i�"�r J�� l%/�11� ( � �gPi/� �i� 1 y� //i , � � �'i �1 �� /l/!i„�. � YJf°�1� r��`�/// y/�'��1 1 �� f r f� iif� /�� // �i li , � �� iJ r ,�1�� Y, ��/" '°>� �t�_ i �"J� r��yi�w ir',�� r�u1r �,,� ? � e /- �J�,i /�� %(�;� i,,, �.n, I/9i' ir �,, ii 'i jr' /"/i r'°'U �p, ir a;,: y ii�ii% ,��/,i � �l/ r; �� %//'o j%ii'' ' i / ��/�j/ � � /% l� f�i <,��%��( ,'iu� ��l� �% y�r,�i ;�� ; � ,,r� ,� � f r�r p �Y/�� %%` �" ir�. � � �;i �'///JJJJ��. !i% i I i/ �' W�O l��"�'�/%. ,�' ,, s. i'P ��Ilj:l u'ii I�� f ` � Y-i � � , i �i � l uJ�� i� <�f �� j�,� %iV' ��I' Ir, j�(� i�j %� y�,�, f s , , ,,� �l/� 'f�� 1�, � , r�p�lu� , I f� i` ' r"' � b��l' �� i 4�� 'l'0 I; i,,,; � ii� i �i� �y r � ��o%�� I ' � ° �; � ,., � � .... f�� , ,,.. jIf 'y,� ��Dl�� ,''�/l��yOyi�n�� ... � �rf!, ��i f f ��1;�iai,y� ../ 1 % ui f� N� � j�:. � f�<�� ;�i �� f�ri�f/91�r�"�lbi�r,�//„I �,��//��i� i�p�,lJll ,�:. „� �; �y,, „� � `ri ,,,� „�//� ' , �� , IJ�� f'l i,�/�� ' i Uy��I �� / �`' � � � •;��/�Y ��//� i'. ,,;,..., ,. f ., r'�,� J�:� ,., ��S � ��Ai� �'i F'�'U;, ,..�i� %'i � ll�r /�'� �� '� �nirR�,��' v� i �// %/i� , , . 1 �i r��% � �o � �f Vf � ) i i i�� - /��j r 0 / � �� t� ,�l�G �r„��,r/� � //,�,�,;/� i ii / r� %, �//��l��f r l i '%` L�R��/ �i i 0� . ��0��/, W i 'vl �� ii �'r, !Yi�l➢Jr ��/��f��%,�j��ii��//i'i�p��l////, �� .� ��, �l� � (� 11///%/ ��iYNh��l!��/i%/��, l „��„ /o �� //�a/m . 1� J/ ��Y�hNN r; F ,«ai'�i/i,///i/r� , ,. ��/ Ul 1 �%"� �I�'��i��" i,-n�-- ��li u�i � W � a i r, � r, J/%%ii�� ;��,,, 111��J � ��fJl t i',i „� a/%Oii J" ,,,, `/,i a, n,cv��rr/ii%/,0�,��'I11Df,..„ii,,,�v'� � ' ' :il,.".f��!�, , ,,�,,i�/�G%//,,/�r�,,�,,,,,,., ��/%o;�� : , ' ,,,, ,.� ,>;; „ �;:,�, '��,� „ . ,,..� , ,i'� ,.;/%::�, „/i,. �,///� ,.✓i- l �/i.,,.. „�,,,,' .;, i.. ,,,., ..:,� , ,:� r„ i o,, / //„,„ /�,,.//�r/ / /�/ ,„ r�,ioi ( � � l�( �,iri,,,� d i,,,.;i��,/�I%//11/1(lf��/l�///.iic S, �,ir�i�,�i.//// i ii.,, / ��Ill o�.7� //I .i�I�i%�,;/� �/ /,,Il!l,lif��///%�///////////,lii:, ir� //�fi�`��j / I'��)�lff�/ ,/�f�.,,�„: „%vi/,,,, �/O�, i„�- ia / ✓i, i , „, , „ �i�-� �/r..,i.�//i/l��.��/'/,.:ii,i�.�,,ii�a�ip, „ :G� , i.., ,,,.. �,...:ii , � ...� .�,./ �,..�, /�..,, //ii�i//�.,///. �ai'��iii,✓ ,� �,�,,�, i„ ",:.,, .../i,,, ,�1 �, �� , ,:%/ ..��//.,%//..�.. ,//��„o/If.,/o :,,' ,..r��„ ,',, iiri%,i ��i,,,,.. ��9/Ili/,,,..,�„ -,,,��, ,..1 ,.;�. , ./.,.,,,.� ,,�,.%y i,,..;� /�.>/ ,�,..�„,,,i i//ii//%v .l��'� , , /, /,.ii ,/ ,,/ �,, ,; ,,��,,,,, , �,,,.,,,,y��`f��, f,�, ;, � l //,ii i �,,,/a:%, /, ,,, , < � ,/ �� / r� i Jli /i„///// i,��j ////�i �%, i�i/cic, ��, „„„%„ u 'i� / 1 � �/,�.,: �/„.,, i� � �i i%/ /,,,, r, / �, l �, � ,/, /� i , ,,, % �; , io,: �i;, /. i i ii,ii, %� ,:/.ii i, �/.., //, r , �' i .��, ii/i//// ,,,, , „ i � �/, .i„ %.,,/,/,,,.,, �f/�,,,, „ii� ,oi J i i,i%L!a <� /� 9 ��f1 �.%i ,,,,....,�/ ,,,.. „rc,. ,ir,..,„„i %/ii,..�i.//%// /%�, �, �, ,,.,,,,..� , �i,i/,�„��, �y,,�„z; �r" ...I1..�� .,,, ,i,... „ ,,., ��(/(i�. .�: _..� i /„.ir,i i,,,.. i, �l III, / �/////,/r i->„i � ,,,, / l rri / ii/,,, i/, ii i,,,i l , .... , „// i,,,/ ,.: .:i ..;. ��/. i ;� � ii,,;i,�i- ,,..,,�� 11, �..,,,/%iii.,..///,� iii'.i� „�... .ii. ,., �. ��;,,///ii� i i,.%,/;,„:� ..�,,, �„ �� I � /� i,,,,�,,,.i .� �i,c. i�� /�/,,,%//..ii /a,..i/ / .. >�/,�%/,,,�i//c.i,,./ ,�� i, h^I //i �, , „ �i,G//,...✓ �/�� ..ir f .,�,/�ae.��j/. i. ;,,iio,::: „„;ii' � /,/ir ,, � NN l ��:,,, ,/:,,. i�,�ir:, ��,,,,�+, , , i �, ,, , l�`t�//,>; l�/ �„ � ,,.�:.��,.,, , :,,, , �,,�:. „ ,, ..% I�.��/m„,,,.,. , ,o� , ./,�p.. I,, ,..,. ,,��. / fQj�l/��'��„�;>��, .,/,�/�,��,.� i t�f�f��/l i��r iii„ii/�� rY�, .i J�11� � //� � �- i � �f? �� //iiai,�� i .� �� i, „ „ i„', , ii ' ii l� �li;,.,� ,,<l ,, p�,� ' �. �, , �/i // i; � � „ i i %i ipi ',,, „i�l�/'... i i%�:, ,,, ,' „ i �// -,,i, ,, , ,�„ ;�r ;�„'�,��;,, „,,, '„... , „ „��c, „ ,,,,„ �,,,,; m !i%/ � � ,��;. ��i � /�, � -G iii%i /i�� ' / �%Or�i/��%ii////��ii ir ioitr ��,i � � �.' � ,1�//f %y//l � /% x r //r�Ni/i%�N/%li i /�,.. / /ii/ o ... - �� i /'�//�o,.,,�!i,�,1��I6� �'�iip��0%i///��i�'�i� � i �,.,.„ o, �i��%� %��iy� ii � p � i i ai i i, i/�%�0 c� i ��J�,//flllJ��irlJ,fJ%/�////'(i�;/„ �% �r� i,�i,'�/ :fJl !�'�l��j