HomeMy WebLinkAbout2024-06-17 SB Packet - Released SELECT BOARD MEETING
Monday, June 17, 2024
Select Board Meeting Room, 1625 Massachusetts Avenue, Lexington, MA 02420 - Hybrid Participation�
6:30 PM
AGENDA
EXECUTIVE SESSION
1. Exemption 6: To Consider the Value of Real Property- Parce168-44 Located on 6:30pm
Lowell Street
CONSENT AGENDA
1. Approve Battle Green Permit- Semiquincentennial Coininission(Lex250) & Road
Closure Request on Massachusetts Avenue
2. Application: One-Day Liquor License- Wilson Farm, 10 Pleasant St
• Dinner in the Fields Event
3. Accept Select Board Committee Resignation
. Lexington Tourism Committee -Kerry Brandin
. Lexington Council for the Arts -Sue Benson
ITEMS FOR INDIVIDUAL CONSIDERATION
1. Discuss Request for Proposal For Parce168-44 Located on Lowell St�eet 6:SOpm
2. Hearing- Package Store Liquor License Transfer- Biswas Enterprise Inc, 1666 7:lOpm
Mas s achus etts Ave Unit H
3. SELECT BOARD WORK SESSION - Discussion on Muzzey Parking Lot 7:20pm
Design
4. SELECT BOARD WORK SESSION - Small Business Tax Exemption 7:40pm
5. Approve Placement of Temporary Signs at Lincoln Field and/or Center Track Field 7:SOpm
- Lexington High School Girls Soccer Boosters
6. SELECT BOARD WORK SESSION LexMedia Operations Report 7:SSpm
7. SELECT BOARD WORK SESSION -Town MeetingArticle Submission B:OSpm
Timeline Discussion
8. SELECT BOARD WORK SESSION - Public Process for StaffProposals B:lOpm
Discussion
9. Accept Deed of Gift- LexSeeHer 8:20pm
10. SELECT BOARD WORK SESSION - LHS Project Costs Discussion 8:25pm
ADJOURN
1. Anticipated Adjoux�ninent 8:45pm
Meeting Packet:https://le�ngton.novusagenda.com/agendapublic/
*MemBers of the public can attend the meeting from their computer or tablet by clicking on
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Meeting ID: 997 3981 3810
P as sc ode: 153496
An Act Relative to Extending Certain State of Emergency
Accommodations:https://www.mass.gov/the-open-meeting-law
The next regularly scheduled meeting of the Select Board will be held on Monday, June 24, 2024 at
6:30pm via hybrid participation.
Hearing Assisfance Devices Avai]able on Request "�' � ����
flll agenda tiine and the o�tt'er of�items are approximate and �
s�ebie�r to�h�,��e. Recorded by LezMedia
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Approve Battle Green Permit - Semiquincentennial Commission(Le�50) & Road Closure
Request on Massachusetts Avenue
ITEM
PRESENTER: NUMBER:
Doug Lucente, Chair
C.1
SUMMARY:
Category:Decision-Making
Semic�uincentennial Commission fLe�50�
Semiquincentennial Commission(Le�50)has requested permission to use the Battle Green on Saturday, July
13, 2024 from 11:OOam to 2:OOpm for the purpose of`The Parker's Prelude' event. Attached map shows the
proposed activities to talce place on the Battle Green. The schedule for musical perfoimances are as follows:
. 11:00 am- ll:45 am Lexington Bicentennial Band & Concord Band
. 12:00 pm- 12:20 pm: William Diamond Fife and Drum Corps
• 12:30 pm- 1:00 pm: Lexington Children's Chorus
• 1:00 pm- 1:15 pm: Remarks & Cut the Cake & Sing Happy Birthday
• 1:15 pm-2:00 pm Jamaica Plain Honk Band
The event will also include a cake cutting ceremony.
Also being requested is a road closure on Massachusetts Avenue from Bedford Street to Hai-�ington Road.
The Police Department, Department of Public Worlcs, and the Fire Department ha�e no objections to this
request. The Semiquincentennial Coininission has been working closely with these departments in the
coordination of this event.
SUGGESTED MOTION:
To approve the request of the Semiquincentennial Commission(Le�50) for the use of the Battle Green for
their `Parker's Prelude' event and the road closure of Massachusetts Avenue from Bedford Street to
Harrington Road on Saturday, July 13, 2024 between ll:00am to 2:OOpm as proposed in their letter dated May
24, 2024.
Move to approve the consent.
FOLLOW UP:
Select Board Office
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024
ATTACHMENTS:
Description Type
❑ l�:�nd�lla �;��:;�:;nu u����,u��cgtii�<,u 14;ti�a°� P.��.�a,�;�r�s NGwnd��ua�1
❑ �:;e�c�nut C+�ab�s P.:�ia�V;ri�s n�Gaabc��u<i:(
To: Lexington Select Board
From: Lexington Semiquincentennial Commission (Lex 250)
Subject: Use of Battle Green for Parker's Prelude Community Festival
Date: May 24, 2024
Dear Select Board Members:
We would respectfully like to request the use of the Battle Green for the Parker's
Prelude Community Festival on Saturday, July 13, 2024. The event will take place from
11 am until 2 pm and is being planned under the direction of the Lex 250 Commission.
The date will mark Captain John Parker's 295t" birthday and will include several music
ensembles, cake cutting, and family-friendly activities. Our vision for this event is an
inclusive festival that will bring enjoyment to the community and encourage visitors to
participate in and celebrate the Semiquincentennial.
A few specifics about the event:
• Schedule:
0 11:00 am - 11:45 am Lexington Bicentennial Band & Concord Band
0 12:00 pm - 12:20 pm: William Diamond Fife and Drum Corps
0 12:30 pm - 1:00 pm: Lexington Children's Chorus
0 1:00 pm - 1:15 pm: Remarks & Cut the Cake & Sing Happy Birthday
0 1:15 pm - 2:00 pm Jamaica Plain Honk Band
• Rain date: Saturday, July 20, 2024
• Food
o Planning is in progress and may include food trucks on Mass Ave in the area
noted on the map
o Cake cutting as noted above
• Family-friendly activities will be positioned on the Green as noted on the map.
• Logistics are being coordinated with public safety staff, including DPW, Fire, and
Police. The Lex 250 planning group has already met with representatives from these
agencies and will continue to work closely with them to ensure a safe, well-run event.
• Anticipated road closure is Mass Ave between Bedford St and Harrington Rd.
• We anticipate approximately 500 attendees.
Thank you for considering our request.
Sincerely,
Members of the Lex 250 Commission
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AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Application: One-Day Liquor License - Wilson Farm, 10 Pleasant St
ITEM
PRESENTER: NUMBER:
Doug Lucente, Chair
C.2
SUMMARY:
Category:Decision-Making
Wilson Farm:
The Wilson Farm has requested a One-Day Liquor License to serve beer and wine for the purpose of their
`Dinner in the Fields' event to be held at Wilson Farm, 10 Pleasant Street, outside of fas-m greenhouse#7, on
Thursday, June 27, 2024 from 5:30pm to 9:30pm
SUGGESTED MOTION:
To approve a One-Day Liquor License for Wilson Farm to serve beer and wine for the purpose of their
`Dinner in the Fields' event to be held at Wilson Farm, 10 Pleasant Street, outside of fann greenhouse#7, on
Thursday, June 27, 2024 from 5:30pm to 9:30pm
Move to approve the consent.
FOLLOW UP:
Select Board Office
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Accept Select Board Committee Resignation
ITEM
PRESENTER: NUMBER:
Doug Lucente, Chair
C.3
SUMMARY:
Category:Decision-Making
Resignation:
Lexington Tourism Committee
The Select Board is being asked to accept the resignation of Kerry Brandin from the Lexington Tourism
Committee effective immediately.
Lexington Council for the Arts
The Select Board is being asked to accept the resignation of Sue Benson froin the Lexington Council for the
Arts effective iinmediately.
On behalf of the Town of Lexington, the Select Board Members would like to extend their inany thanks for
their time and s ervic e to the c ommunity.
SUGGESTED MOTION:
To accept the resignation of Kerry Brandin from the Toluism Committee and Sue Benson from the Lexington
Council for the Arts effective immediately.
Move to approve the consent.
FOLLOW UP:
Select Board Office
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024
ATTACHMENTS:
Description Type
d 14�1����sip;u��u�aun..�'�uua7s,uctiP rvrrrmir�iuus;s;1F`bazmddG.l�b�dn�ku�i �a,��l�uq�a IWl[�d�;do�tt
❑ ZQ�7��Z�srgr,r�aauu�r��•.C.zr�uri;,ul d�ru 1:�;�E'tu�s•.`i.a�a,r�sarr� a�ar.a°d;i:rpr 1'Vllaa��°uu��1
. _a�
TO: The Select Saard af the Town af Lexington �mm ������
CC: Margaret Coppe, Sandhya Iyer �� � t �
FROM: Kerry Brandin `���'��� �� ������
RE: Resignation fram the Lexington Tourism Committee �'��'��'-"��`� ���"`�'�
DATE: Tuesday, June 4, 2024
I am writing to submit my resignation fram the Lexington Tourism Committee effective
immediately. Althaugh I have been a member for cauntless years, I find that my own travel
schedule now prevents me from attending meetings ar taking an prajects in a timely way.
I know that two fine candidates recentl� applied for the ane vacant Committee seat. By
vacating rny seat, this will allaw them both to join and contribute their valuable time and
energy to this worthwhile endeavor.
From: sue Benson
Sent: Sunday,June 9, 2024 10:34 PM
To: Select Board <,s�0_��t���_��'_�0_e�uu��.tc�_�r_�nn_�..���r>
Cc: Steve Poltorzycki
Subject: Letter of Resignation—Lexington Council for the Arts
Dear Members of the Select Board,
I am writing this letter to resign my position on the Lexington Cultural Council, effective immediately.
I've appreciated the opportunity to work on the council and to serve the needs of the community.
Best regards,
Sue Benson
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Discuss Request for Proposal For Parce168-44 Located on Lowell Street
PRESENTER: ITEM
NUMBER:
Elaine Tung,Affordable Housing
Trust I.1
SUMMARY:
Category: Informing
Board will review a11d discuss the feedback received from coinmittees and the public regarding the Request for
Proposal For Parce168-44 Located on Lowell Street.
Attached are corrunents received through 6/13/24 by both Town Committees and the general public for the
Board's review.
SUGGESTED MOTION:
FOLLOW UP:
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 6:SOpm
ATTACHMENTS:
Description Type
C� �'Au��ul V�ll��ll'ruru°1ur��(S.l;i.��D�.�I�� ��r�°���p�MI��4tu�n�l
d �.asuvuar,r,;r�u:s�ic�v��i��;<.t tcr clauati; 4.arwa°n'N0�^ur�cF
d Q�6a(/�."..�Y"�I�I��aMatt�r�l�H�,t ar0'c4rouim:rnt�u�,�'¢,�°¢,rv¢,a.i. ��ar.�°V;�r:�,1�Nuaucuuz�:l
RFP Process Timeline
May 28-June 10, 2024 Request fo�comments from relevant Staff,
Town Boards, Committees and Commissions
June 17, 2024 and June 24, 2024 Select Board review
June 27, 2024 RFP Available 12:00 P.M.
Weeks of July 8 and 15 RFP Legal notice in local papers (2
successive weeks required)
Prior to July 12, 2024 Central Register Legal Notice
July 23, 2024 Site Walk at Parce168-44 9:30AM
(Prospective bidders must RSVP to
Carol Kowalski, Assistant Town
Manager for Development at
ckowalski@lexingtonma.gov)
July 23, 2024 Virtual Pre-bid conference at 9:30 AM
(Zoom link to be sent to all parties
who received RFP)
July 24, 2024 (rain date) Site Walk and Pre-Bid conference
July 29, 2024 Last day to submit questions or
requests for clarification from
pre-bid conference and site
walk. All questions must be
submitted in writing via email
to Elizabeth Mancini at
�irm��.irr_�ii.ir�.il.�ll�xiiin�ptc�inir��„�by
4:00 PM EST
August 2, 2024 Last Addendum/Responses to RFI's issued
August 22, 2024 Proposal due date. Deadline for
Proposals is 12:00 PM EST. The
clock in the Land Use, Housing and
Development Office shall be the sole
determining factor of time.
Week of October 14-18 Notification of Award by The Select Board
MEMORANDUM
To: Select Board
From: Elaine Tung, Chair,Affordable Housing Trust
Date: June 13, 2024
Comments Received from Town Committees, Commissions and Boards as of 6/13/2024 8:27 a.m.
1) Capital Expenditures Committee (did not take a position -comments from individual members)
a) Consider making the prose stronger regarding mitigating the impact to abutters.
b) One member says that in general, the document is "too loose" because there are a large set
of non-constraining bullets. For example, on page 47,Appendix H,there are many "should"s
which should perhaps be "shall"s.
c) Page 12 should you call out LEEDS Silver specifically in the IBP paragraph?
d) Page 13, Under DEI, perhaps this should include the management company too? Or
perhaps include DEI on Page 18, "Management Plan", bullet 2.
e) Page 20, I'm surprised that this is not simply 5 x 20%, but maybe you have valid
reasons for that particular weighting.
f) Page 47, you say "approximately 40 units" here, but not earlier on.These two references
to number of units should be made consistent in the document. Also, "approximately" is
not very specific. Approximately+/- how much? Do you mean 35-45? 30-50? It is probably
best to give a specific range.
2) Community Preservation Committee
The RFP is consistent with the range of projects proposed in the FY25 application by the Trust and
approved by the CPC.
3) Tree Committee
Stronger emphasis on planting native trees in line with the guidelines that the Tree Committee has
submitted to the Planning Board. At least 70%of the trees should be native (rather than the current
language "native trees where available) in order to maintain Lexington's goal of 60%tree canopy in
Town.
4) Transportation Advisory Committee
a) Bus shelters on each side of the street of the same make and model as the one in
Depot Square.
b) A performance standard of reducing single occupancy vehicles.
c) Separation of paid rent and parking costs or, alternatively, subsidies for those using
public transportation.
d) Consolidated parking for units so there is a single, shared, parking area similar to 62 Packard
Street in Hudsonl and Waverly Woods in Belmont.
e)Minimized parking based on comparable projects.
f) Contribution to Lexington transportation resources.
Public Comments received regarding Lowell Street Parcel 68-44 RFP (as of 6/13/2024 8:27 a.m.)
1
1) Lance Bradley
a) It does not define the number of stories allowed
b) Remove DEI language
2) Peter Kelley
I'd like to encourage the Board to require a geothermal system for the entire development.
3) Mark Lang, 2 Opi Circle
a) Change the Development Size Preference of the development from 40 units to a range of 12-28
units to reflect comparable project densities
b) RFP be put on hold until an independent, objective study can be conducted to determine how
many units this site can support.
4) Kathryn Roy
p. 9—what does"social pinpoint" mean?
5) Cindy Arens
The evaluation criteria should include:
a) Experience with building to Passive House standards (as required by the Specialized Code).
b) Experience with maximizing solar and storage on developments, in order to minimize utility
costs for income-limited residents.
c) Experience with maximizing utility/state/federal incentives for healthier, zero-emission, lower
operational cost developments.
6) Andrea Yodsampa, PhD, Byron Avenue
Our family are longtime residents of Lexington. We strongly support all efforts to establish
additional affordable housing in Lexington.
7) Christy Prasad, 8 Carmel Circle
Thank you for the RFP for a affordable housing project on Lowell Street in Lexington.This is the right
direction and should continue with speed.
8) Alan Levine
a) Any proposal receiving less than a Not Advantageous rating in any criterion automatically will be
assigned an Unacceptable rating for that criterion [I note that in the detailed lists of criteria
below this point in the RFP there is no listing of"Unacceptable". That possibility should be
allowed for. The description of"Not Advantageous" for each set of criteria should differentiate
it from "Unacceptable". For example, on p. 22,the "Not Advantageous" category for financial
information allows for the information to be not clear. I suggest that a proposal that supplies
financial information that is "not clear" should be rated "Unacceptable". "Not Advantageous"
and "Unacceptable" also need to be differentiated regarding site design.]
2
b) p. 24- ["Highly Advantageous" and "Advantageous" descriptions are the same. "Not
Advantageous" needs to be differentiated from "Unacceptable".]
9) Charlie Wyman, 66 Harding
p. 11—4t" bullet- I would suggest rewording that bullet to say: "Landscaping in keeping with
Lexington's character and environmental goals (see, e.g.,the Planning Board's Site Plan Review
Design Regulations Section 12.6 (Landscaping), Lexington's 2023 Climate Action and Resilience Plan,
and Article 37 of the 2024 Annual Town Meeting)". If you prefer to keep the bulleted list short, one
could just add "and environmental goals" to that bullet, and then expand on that in an additional
paragraph below. I would be happy to help contribute to such a paragraph.
10) Margaret Heitz
1) Property Management section.
This should be weighted at 20% rather than 17%. How this first all-affordable development
property is managed will affect how receptive Lexington is to future projects.
2) Selection Criteria, p. 24.
a) Replace "The property manager has experience and a strong track record (ambiguous?J
managing all affordable developments of comparable size with Applicants should
demonstrate that their properties of comparable size meet or exceed state and federal
property management standards as specified by....
b) A copy edit of the selection criteria sections could help clarify the town's expectations
for applicants and make it easier for them to respond. Right now,the intent of each item is
not consistently clear.
11) Nancy Sofen, 3 Abernathy Road
1) p. 11
"Landscaping in keeping with Lexington's character" undervalues the impact of landscaping on
health and quality of life for the residents of the new housing and the surrounding community. I
suggest that the bullet read "Landscaping that achieves the environmental and sustainability
goals of the Climate Action and Resiliance Plan and the Planning Board's design regulations",
and assume that aesthetics will be a default consideration, as it seems to be for built
infrastructure in these bullets.
2) p. 11
Future new tree protection measures and replanting requirements be followed for this project,
both for the health of the town's tree canopy and for the political success of this project,that
the town be seen as following the same rules as developers of private projects.
12) Jeffrey Lowry, 5 Bennett Avenue
Proponents responding to the RFP should be required to engage a hydrogeologist who would
provide documentation that defines the areas where building foundations and utilities can be
installed which would not be affected by the high ground water levels in the soil.
3
MEMORANDUM
To: Select Board
From: Elaine Tung, Chair,Affordable Housing Trust
Date: June 14, 2024
Re: Lowell Street Parcel 68-44 RFP Public Comments
Comments Received from Town Committees,Commissions and Boards as of 6/14/2024 1:04 PM
1) Capital Expenditures Committee (did not take a position -comments from individual members)
a) Consider making the prose stronger regarding mitigating the impact to abutters.
b) One member says that in general,the document is "too loose" because there are a large set
of non-constraining bullets. For example, on page 47,Appendix H,there are many "should"s
which should perhaps be "shall"s.
c) Page 12 should you call out LEEDS Silver specifically in the IBP paragraph?
d) Page 13, Under DEI, perhaps this should include the management company too? Or
perhaps include DEI on Page 18, "Management Plan", bullet 2.
e) Page 20, I'm surprised that this is not simply 5 x 20%, but maybe you have valid
reasons for that particular weighting.
f) Page 47,you say "approximately 40 units" here, but not earlier on.These two references
to number of units should be made consistent in the document. Also, "approximately" is
not very specific.Approximately+/- how much? Do you mean 35-45? 30-50? It is probably
best to give a specific range.
2) Community Preservation Committee
The RFP is consistent with the range of projects proposed in the FY25 application by the Trust and
approved by the CPC.
3) Tree Committee
Stronger emphasis on planting native trees in line with the guidelines that the Tree Committee has
submitted to the Planning Board. At least 70%of the trees should be native (rather than the current
language "native trees where available) in order to maintain Lexington's goal of 60%tree canopy in
Town.
4) Transportation Advisory Committee
a) Bus shelters on each side of the street of the same make and model as the one in
Depot Square.
b)A performance standard of reducing single occupancy vehicles.
c) Separation of paid rent and parking costs or, alternatively, subsidies for those using
public transportation.
d) Consolidated parking for units so there is a single, shared, parking area similar to 62 Packard
Street in Hudsonl and Waverly Woods in Belmont.
e)Minimized parking based on comparable projects.
f) Contribution to Lexington transportation resources.
1
5) Greenways Corridors Committee
The Greenways Corridor Committee (GCC)will be recommending to the Lexington Conservation
Department that a new foot trail be created on the North Street Conservation property to connect to
the property's existing trail network from the crosswallc light at the intersection of Lowell and North
Streets.
To further this proposed access, GCC recommends that additional wording be added to the
Conceptual Design Drawings criteria on page 17 of the RFP draft to include provision for
creating adequate pedestrian infrastructure in the form of sidewalks within the parcel to connect to
said intersection. A further benefit from ensuring adequate pedestrian infrastructure within the
parcel will be to facilitate safe and readily available resident access to Lexpress bus service along
Lowell Street
6) Bicycle Advisory Committee
a) Recommends directional signage for bicyclists be included in the design to assist bicyclists
travelling within the development.
b) Recommends a visually and separate bike lane be provided into and around the development.
c) Recommends the Town facilitate safe biking to and from this complex to support the new residents
and help reduce car traffic by:
1) Creating a safe bil<e route for residents to cycle to the Middlesex Commons Shopping Center
2) Recommend the design of safe bicycle access from the Lowell Street/ North Street intersection
crossing and along North Street for residents to connect to the Vinebrook path that leads to the
Town schools and to Lexington Center
7) Housing Partnership Board
Comments to the Development Guidelines and the Comparative Evaluation Criteria:
Based on our charge "to promote and support production ... of housing, including low and moderate
income, older persons, and workforce housing,"we are particularly supportive of the following
aspects of the RFP draft:
• The proposed project will make a significant contribution to Lexington's affordable housing
stock, with a goal of at least 40 affordable units, which will vary in size and range of affordability
based on 30%to 80% of the area median income;
• The RFP seeks to ensure that proposals will be financially feasible while including 100%
affordable units;
• Diversity and inclusion, specifically considering minority owned businesses and women owned
businesses,will be a factor in the selection of a vendor;
• Sustainability goals and accessibility goals are explicitly stated;
• The project calls for sensitivity to neighbors during and after construction;
• The project calls for community outreach and engagement in the planning process with both
neighbors and historically excluded groups, aiming to create not just housing, but a vibrant
community.
2
Additional Comments/Su��estions
Section 1: Development Team Experience and Proposed Plan
The HPB agrees that this category is very important, since this kind of project has very specific
requirements and perhaps, difficulties. The addition to the name of Section 1 is suggested to
include Item 6 in that section.
Section 3: Site and Buildin� Desi�n
Key to this whole undertaking is provision of a substantial number of affordable units, because:
1 . The need in Lexington far exceeds the number of affordable rental units we have so far been
able to provide;
2. Parcels of this size and capacity are rare in the Town;
3. Funding for all-affordable projects like this one depends in part on eligibility for tax credits and
state funding which are more likely to be available at a 40-unit threshold;
For all these reasons the HPB strongly advises that the Development Guidelines in Attachment H
under "Development Size and Program" should read: "The development shall create no fewer than
40 units of 100%all affordable rental housing."This provision should also appear in Section 3:Site
and Building Design.
A requirement of"high quality design which reflects and [is] compatible with the existing
architecture of the neighborhood" is vague, and may act as a "Trojan horse" if good design does not
replicate the nearest house styles to neighbors' satisfaction. Common parlance in Lexington
includes more than the immediate area close to a site in referring to a neighborhood. Examples:
Follen Hill neighborhood; East Lexington neighborhood; Manor neighborhood;Turning Mill
neighborhood; Merriam Hill neighborhood.This neighborhood includes the Locke Village and
Lexington Courtyard developments.
Section 4: Propertv Mana�ement
Applicants should demonstrate that their properties of comparable size meet or exceed state and
federal property management regulations/standards.
The "clear plan" required should include planned accessibility to and interaction with tenants as well
as general management issues.
Section 5: Diversity and Inclusion
The item: "Set clear goals for WBE and MBE participation" should continue: "in alignment with the
Massachusetts EOHLC's equity and diversity requirements.
DEI requirements should also be stated under Development Guidelines in Attachment H.
Public Comments received regarding Lowell Street Parcel 68-44 RFP(as of 6/14/2024 1:03 PM)
1) Lance Bradley
a) It does not define the number of stories allowed
b) Remove DEI language
2) Peter Kelley
3
I'd like to encourage the Board to require a geothermal system for the entire development.
3) Mark Lang, 2 Opi Circle
a) Change the Development Size Preference of the development from 40 units to a range of 12 -28
units to reflect comparable project densities
b) RFP be put on hold until an independent, objective study can be conducted to determine how
many units this site can support.
4) Kathryn Roy
p. 9—what does "social pinpoint" mean?
5) Cindy Arens
The evaluation criteria should include:
a) Experience with building to Passive House standards (as required by the Specialized Code).
b) Experience with maximizing solar and storage on developments, in order to minimize utility
costs for income-limited residents.
c) Experience with maximizing utility/state/federal incentives for healthier, zero-emission, lower
operational cost developments.
6) Andrea Yodsampa, PhD, Byron Avenue
Our family are longtime residents of Lexington. We strongly support all efforts to establish
additional affordable housing in Lexington.
7) Christy Prasad, 8 Carmel Circle
Thank you for the RFP for a affordable housing project on Lowell Street in Lexington.This is the right
direction and should continue with speed.
8) Alan Levine
a) Any proposal receiving less than a Not Advantageous rating in any criterion automatically will be
assigned an Unacceptable rating for that criterion [I note that in the detailed lists of criteria
below this point in the RFP there is no listing of"Unacceptable". That possibility should be
allowed for. The description of"Not Advantageous" for each set of criteria should differentiate
it from "Unacceptable". For example, on p. 22,the "Not Advantageous" category for financial
information allows for the information to be not clear. I suggest that a proposal that supplies
financial information that is "not clear" should be rated "Unacceptable". "Not Advantageous"
and "Unacceptable" also need to be differentiated regarding site design.]
b) p. 24- ["Highly Advantageous" and "Advantageous" descriptions are the same. "Not
Advantageous" needs to be differentiated from "Unacceptable".]
9) Charlie Wyman, 66 Harding
p. 11—4th bullet- I would suggest rewording that bullet to say: "Landscaping in keeping with
Lexington's character and environmental goals (see, e.g.,the Planning Board's Site Plan Review
Design Regulations Section 12.6 (Landscaping), Lexington's 2023 Climate Action and Resilience Plan,
and Article 37 of the 2024 Annual Town Meeting)". If you prefer to keep the bulleted list short, one
could just add "and environmental goals"to that bullet, and then expand on that in an additional
paragraph below. I would be happy to help contribute to such a paragraph.
4
10) Margaret Heitz
1) Property Management section.
This should be weighted at 20% rather than 17%. How this first all-affordable development
property is managed will affect how receptive Lexington is to future projects.
2) Selection Criteria, p. 24.
a) Replace "The property manager has experience and a strong tracl< record (ambiguous?)
managing all affordable developments of comparable size with Applicants should
demonstrate that their properties of comparable size meet or exceed state and federal
property management standards as specified by....
b) A copy edit of the selection criteria sections could help clarify the town's expectations
for applicants and make it easier for them to respond. Right now,the intent of each item is
not consistently clear.
11) Nancy Sofen, 3 Abernathy Road
1) p. 11
"Landscaping in keeping with Lexington's character" undervalues the impact of landscaping on
health and quality of life for the residents of the new housing and the surrounding community. I
suggest that the bullet read "Landscaping that achieves the environmental and sustainability
goals of the Climate Action and Resiliance Plan and the Planning Board's design regulations",
and assume that aesthetics will be a default consideration, as it seems to be for built
infrastructure in these bullets.
2) p. 11
Future new tree protection measures and replanting requirements be followed for this project,
both for the health of the town's tree canopy and for the political success of this project, that
the town be seen as following the same rules as developers of private projects.
12) Jeffrey Howry, 5 Bennett Avenue
Proponents responding to the RFP should be required to engage a hydrogeologist who would
provide documentation that defines the areas where building foundations and utilities can be
installed which would not be affected by the high ground water levels in the soil.
13) Russ Tanner
Add language: Does the respondent foresee any conflicts with the time-line described in the RFP
and other projects they have in their pipeline.
5
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Hearing- Package Store Liquor License Transfer - Biswas Enterprise Inc, 1666
Massachusetts Ave Unit H
ITEM
PRESENTER: NUMBER:
Doug Lucente, Chair
I.2
SUMMARY:
Category:Decision-Making
The Select Board office has received all the necessary papei�vork for the transfer of the liquor license at 1666
Massachusetts Avenue, Unit H Lexington, from Art's Specialties, LLC., d/b/a Art's Specialties to Biswas
Enterprise Inc d/b/a Nicics Wine and Spirits naming Anukul Biswas as Manager on Record. Biswas
Enterprise Inc d/b/a Nicics Wine and Spirits is also requesting a pledge of the license and a pledge of inventory.
The proposed manager for the liquor license, Anukul Biswas, will be at the meeting to answer any questions
you may have.
The Board should discuss the allowable hours of operation for the transfer license request. Note: Arts
Specialties Liquor License, the license requested for the transfer, was approved for the following hours of
operation for selling alcohol:
• Monday through Saturday: 10:00 a.m. to 8:00 p.m.
• Sunday: 12:00 Noon to 8:00 p.m.
SUGGESTED MOTION:
Move to approve the transfer of liquor license at 1666 Massachusetts Avenue, Unit H from Art's Specialties,
LLC., d/b/a Art's Specialties to Biswas Enterprise Inc d/b/a Nicks Wine and Spirits for the hours of(
10:00 a.m. to 8:00 p.m. Monday through Saturday and 12:00 noon to 8:00 p.m. Sunday), a pledge of
license, pledge of inventory and the manager on record to be Anukul Biswas and once the transfer application is
also approved by the ABCC, issue a license to Biswas Enterprise Inc d/b/a Nicks Wine and Spu-its.
FOLLOW UP:
Select Board Office
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 7:l Opm
ATTACHMENTS:
Description Type
d IP,�r�r C�N x�r�r Ft�4,V�ti�V�c buLuu�;d�a�uVst;VYc;�uuuaruu ��ar.vlknpF CWQ°au��>uu:r.1
I� �°a�lc^tua�ZA�au��Q��g„u➢;�tias¢i�, QDu�ll;rg.�`>ba,n��➢h�p�a.�n��;i�4�u�sittn�„ �rn>I��a:p,Ml�u�cuu�.1
The Conzmonwealth of'Massachusetts
� Alcoholic Beverages Control Comnzissio�x .
— 9S Fourth Street, Suite 3, Chelsea, MA D2150-2358
, www.mass.gov/abcc
APPLICATION FOR A TRANSFER OF �ICENSE
Municipality Lexington �
1. TRANSACTION INFORMATION � Pledge of Inventory ❑ �hange of Class
� Transfer of�icense � pledge of License � �hange of Category
� Alteratian of Premises � pledge of Stock Change of License Type
� Change of Location � (§12 ONLY,e. ."club"to"restaurank")
� Management/Operating Agreement
Please pravide a narrative overview of the transaction(s)being applied for.On-premises applicants should also provide a description of
the intended theme or concept of the business operation.Attach additionai pages,if necessary.
Sale of substantialiy all assets including transfer of Sec.15 all alcoholic beverages licenses.
2. LICENSE CLASSIFICATION INFORMATION
ON[OFF-PREMISES TYPE CATEGORY CLASS
Off-Premises-15. � � �15 Package S ore � All Alcoholic Beverages � Annual �
3. BUSINESS ENTITY INFORMATION
The entity that will be issued the license and have operational control of the premises.
Current or Seller's License Number 90414-PK-0612 ���� FEIN 99-2453959 �
Entity Name Biswas Enterprise Inc
DBA Nicks Wine and Spirits � Manager of Record Anukul Biswas
Street Address 1666 Massachusetts Avenue,Unit H,Lexington,MA 02420
Phone 781-457-6152 Email anukulbiswas@ymail.com
Add'I Phone 781-526-5400 �� Website N/A
4. DESCRIPTION OF PREMISES
Please providea complete description ofthe premises to be licensed,including the number offloors,number of rooms on each floor,any
outdoor areas to be included in the licensed area,and total square footage.if this application alters the current premises,provide the
specific changes from the last approved description. You must also submit a floor pian.
1st floor unit,one entrance and one exit, no seating,total square feet 1,489
Total Sq.Footage 1,489 Seating Capacrty N/A
Occupancy Number � 30
._......................................... ___—___�_
Number of Entrances 1 Number of Exits 1 Number of Floors 1
1
APPUCATION FOR A TRANSFER OF �ICENSE
5. CURRENT OFFICERS, STOCK OR OWNERSHIP INTEREST
By what means is the
Transferor Entity Name Art's Specialties LLC license being Purchase ��__'—�
transferred?
List the individuals and entities of the current ownership. Attach additional pages if necessary utilizing the format below.
Name of Principal Title/Position Percentage of Ownership
Artur Nergaryan Manager 100%
Name of Principal Title/Position Percentage of Ownership
�___.____�
Name of Principal Title/Position Percentage of Ownership
�
Name of Principal Title/Position Percentage of Ownership
� u�
Name of Principal Title/Position Percentage of Ownership
_ �--�.__.._�
6. PROP05ED OFFICERS. STOCK OR OWNERSHIP INTEREST
List all individuals or entities that will have a direct or indirect,beneficial or financial interest in this license(E.g.Stockholders,Officers,
Directors,�LC Managers,LLC Members,LLP Partners,Trustees etc.).Attach additiona)page(s)provided,if necessary,utilizing Addendum
A.
• The individuals and titles listed in this section must be identical to those filed with the Massachusetts Secretary of State.
• The individuals identified in this section,as well as the proposed Manager of Record,must complete a CORI Release Form.
• Please note the fallowing statutory requirements for Directors and LLC Managers:
On Premises(E.g.Restaurant/Club/Notel)Directors or LLC Managers -At least 50%must be US citizens;
Off Premises(Liquor Store)Directors or LLC Managers -Ali must be US citizens and a majority must be
Massachusetts residents.
• If you are a Multi-Tiered Organization,please attach a flow chart identifying each corporate interest and the individual owners of
each entity as well as the Articles of Organization for each corporate entity. Every individual must be identified in Addendum A.
Name of Princi�al Residential Address SSN DOB
nukul Biswas 39 Oak Hill Drive,Arlington,MA 02474 �—�
�..1
Title and or Position _ _� Percentage of Ownershi Director/l.L�Manager US Citizen MA Resident
President,Treasurer,Secretary,Director� 100% (:Yes ("' No (:Yes (` No {:Yes (` No
Name af Principal Residential Address SSN DOB
Title and or Position Percenta e of Ownershi Director/LLC Manager US Citizen MA Resident
_._.........
_ (' Yes (` No ('Yes ("No] ('Yes ("' No
Name of Principal Residential Address SSN DOB
� �--� �-------
Title and or Position ____�Percenta e of Own� Director/L�C Manager US Citizen MA Resident
(` Yes (` No ('Yes (' Na {'Yes (` No
Name of Principa) Residential Address SSN DOB
��
Title and or Position Percentage af Ownershi Director/�L�Manager US Citizen MA Resident
�_—_— C'Yes (` No ('Yes (' No {" Yes {'No
APPLICATION FOR A TRANSFER OF LICENSE
6. PROPOSED OFFICERS, STOCK OR OWNERSHIP INTEREST (Continued...j
Name af Principal Residentiai Address SSN DOB
� � �-�
Title and or Position Percenta e of Ownershi Director/LLC Manager US Citizen MA Resident
IC Yes (`Na ('Yes ("No ("'Yes ("' No
Name of Principal Residential Address SSN DOB
�� � _._......_..__..
Title and or Position Percenta e of Ownershi Director/LLC Manager US Citizen MA Resident
IC Yes {"` Na (' Yes C'No (`Yes C`No
Nam�ipal`__.._^ Residential Address S5N DOB
Title and or Position ____��Percentage of Ownershi Director/L�C Manager US Citizen MA Resident
(` Yes ('No ('Yes C No C`Yes C No
Additional pages attached? (` Yes (: No�
CRIMINAL HISTORY
Y� q PP . �...Ye.._.---
Has an individual listed in uestion 6,and a licable attachments,ever been convicted of a s (:No
State,Federal or Military Crime?If yes,attach an affidavit providing the details of any and all convictions.
6A. INTEREST IN AN ALCOHOLIC BEVERAGES LICENSE
Does any individual or entity identified in question 6,and applicable attachments, have any direct or indirect,beneficial or financial
interest in any other license to sell alcoholic beverages? Yes � No CJ If yes,list in table below.Attach additional pages,if
necessary,utilizing the table format below.
Name License Type License Name Municipality
Anukul Biswas Sec. 1 S Anamika Enterprise Inc Newburyport
Anukul Biswas Sec. 15 Roshani 1 Enterprises Inc Arlington
6B. PREVIOUSLY HEI.D INTEREST IN AN ALCOHOLIC BEVERAGES�ICENSE
Has any individual or entity identified in question 6,and applicable attachments,ever held a direct or indirect,beneficial or financial
interest in a license to sell alcoholic beverages,which is not presently held? Yes � No �(
If yes,list in table below.Attach additional pages,if necessary,utilizing the table format below.
Name �icense Type License Name
3
APPLICATION FOR A TRANSFER OF LICENSE
6C. DISCLOSURE OF LICENSE DISCIPLINARY ACTION
Have any of the disclosed licenses listed in question 6Aor 6B ever been suspended,revoked or cancelled?
Yes [] No � �f yes,list in table below.Attach additional pages,if necessary,utilizing the table format below.
Date of Action Name of License City Reason for suspension,revocation or cancellatian
7. CORPORATE STRUCTURE
Entity Legal Structure Corporation � Date af incorporation April 5,2024 �1
State of Incorporation Massachusetts �
Is the Corporation publicly traded? (` Yes {: No
8. UCCUPANCY OF PREMISES
Please complete all fields in this section. Please provide proof of legal occupancy of the premises.
• If the applicant entity owns the premises,a deed is required.
• If leasing or renting the prernises,a signed copy of the lease is required.
• if the lease is contingent on the approval of this license,and a signed lease is not available,a copy of the unsigned lease and a letter
af intent to lease,signed by the applicant and the landlord,is required.
• ff tne real estate and business are owned by the same individuals (isted in question 6, either individually or througn separate
business entities,a signed copy of a lease between the two entikies is required.
Please indicate by what means the applicant will occupy the premises �
Lease
Landlord Name Trustee of Lexington Square Trust
Landlord Phone 978-369-6037 �--� Landlord Email ses@spauldingco.com�—_--�
Landlord Address c/o Spaulding Management L�C,490 Virginia Road,Concord,MA 01742
Lease Beginning Date 2024 Rent per Month $5,211.00
Lease Ending Date May 31,2029 Rent per Year $62,532.00
Will the Landlord receive revenue based on percentage of alcohol sales? ("'Yes C�` No
9. APPLICATION CONTACT
The applicatian cantact is the person who the licensing authorities should contact regarding this application.
Name: Thomas T.Truax,Esquire Phone: 978-741-9000 � I
Title: Attorney Email: tttruax@comcast.net
4
APPLICATION FOR A TRANSFER OF LICENSE
10. FINANCIAL DISCLOSURE
A.Purchase Price for Real Estate �
B.Purchase Price for Business Assets $130,000.00
C.Other*(Please s eci ) 0 *Other: (i.e. Costs associated with License Transaction including
p � but not limited to: Property price, Business Assets, Renovations
D.Total Cost $130,000.00
costs, Construction costs, Initial Start-up costs, Inventory costs, or
specify other costs):"
SOURCE OF CASH CONTRIBUTION
Please provide documentation of available funds.(E.g.Bank or other Financial institution Statements,Bank Letter,etc.)
Name of Contributor Amount of Contribution
Anukul Biswas $50,000.00
- - --
Total $50,000.00
50URCE OF FINANCING
Please provide signed financing documentation.
Name of Lender Amount Type of Financing I5 the lender a licensee pursuant
to M.G.L.Ch.138.
Enterprise Bank $80,000.00 Term Loan ('Yes {: No
("Yes {" No
(`Yes (` No
(`Yes (` No
FINANCIAL INFORMATION
Provide a detailed explanation of tne form(s)and source(s)af funding for the cost identified above.
- Anukul Biswas is contributing$50,000.00 from his Leader Bank account(s). Enterprise Bank is providing purchase financing of
$80,000.00.
%�Enterprise Bank and Trust Company
11. PLEDGE INFORMATION
Please provide signed pledge documentation.
Are you seeking appraval for a pledge?�;Yes (` No
Please indicate what you are seeking to pledge(check a��thatapp�y) � License � Stock � Inventory
To whom is the pledge being made? Enterprise Bank and Tr'ust Company'
5
12. MANAGER APPLICATION
A.MANAGER INFORMATION
The individual that has been appointed to manage and control the licensed business and premises.
Proposed Manager Name Anukul Biswas Date of Birth �-� SSN [_�
Residential Address 39 Oak Nill Drive,Arlington,MA 02474
Email anukulbiswas@ymail.com Phone 781-526-5400 �
Please indicate how many hours per week you intend to be on the licensed premises 40+
B.GTIZENSHIP/BACKGROUND INFORMATION
Are you a U.S.Citizen?* (:Yes (`No *Manager must be a U.S.Citizen
If yes,attach one of the following as praof of citizenship US Passport,Voter's�ertificate,Birth Certificate ar Naturalization Papers.
Have you ever been convicted of a state,federal,or military crime? (`Yes (:No
If yes,fill out the table below and attach an affidavit providing the details of any and all convictions.Attach additional pages,if necessary,
utilizing the format below.
Date Municipality Charge Disposition
C.EMPLOYMENT INFORMATION
Please provide your employment history.Attach additional pages,if necessary,utilizing the format below.
Start Date End Date Position Employer Supervisor Name
2019 present Manager Giles Wine&Spirits,Arlington Vinod Zaveri
2022 present Part-owner Port Wine&Spirits,Newburyport Self
2010 2013 Clerk Robinson News,Malden Gerry Patel
2019 2019 Clerk 7-Eleven,Malden Jay Patel
D.PRIOR DISCIPLINARY ACTIC7N
Have you held a beneficial or financial interest in,ar been the manager of,a license to sell alconolic beverages that was subject to
disciplinary action? r Yes (:No If yes,please fill out tne table.Attach additional pages,if necessary,utilizing the format below.
Date of Action Name af License State City Reason for suspension,revocation or cancellation
I hereby swear under the pains and pe Ities af perjury that the rnformation I have provided in this application is true and accurate:
,,
Manager's Signature .e.. ' ��� Date ;�,���u ���} m "y�' `w-�� �
6
13. MANAGEMENT AGREEMENT
Are you requesting approval to utilize a management company through a management agreement? ('�Yes (: No
If yes,please fill out section 13.
Please provide a narrative overview of the Management Agreement.Attach additional pages,if necessary.
1MPORTANT NO7E:A management agreement is where a licensee authorizes a third party to control the daily operations of
the license premises,while retaining ultimate control over the license,through a written contract. This does not pertain to a
liquor license manager that is emp/oyed directly by the entity.
13A. MANAGEMENT ENTITY
List all propased individuals or entities that will have a direct or indirect,beneficial or financial interest in the management Entity(E.g.
Stockholders,OfFicers,Directors,LLC Managers,LLP Partners,Trustees etc.).
Entity Name Address Phone
� � ���
Name of Principal Residential Address S5N DOB
�— ���
Title and or Position _� Percentage af Ownership pirector US Citizen MA Resident
� u �Yes �"` No C`Yes (`No �'"" Yes (`'No
Name of Principal Residential Address SSN DOB
� � ---� ��__�
Title and or Position Percentage of Ownership Director US Citizen MA Resident
� t"`Yes C" No {` Yes ('" Na CC' Yes C` No
Name of Principal Residential Address SSN DOB
� � ��
Title and or Position_^ Percentage of Ownership Director US Citizen MA Resident
— --------------
� � Yes C"No {"' Yes �"""'No ;"' Yes �No�
Name of Principal Residential Address SSN DOB
� � � � �� �—�
Title and or Position _ Percentage of Ownership Director US Citizen MA Resident
� �� C�Yes C`N� (";Yes (" No �`'Yes C"'No
CRIMINA�HISTORY
Has any individual identified above ever been convicted of a State,Federal or Military Crime? (``Yes (" N�
If yes,attach an affidavit providing the details of any and all convictions.
13B. EXISTING MANAGEMENT AGREEMENTS AND INTEREST IN AN ALCOHOUC BEVERAGES
LICENSE
Does any individual or entity identified in question 13A,and applicable attachments, have any direct or indirect,beneficial or financial
interest in any other license to sell alcoholic beverages;and or have an active management agreement with any other licensees?
Yes � No � �f yes,list in table below.Attach additional pages,if necessary,utilizing the table format below.
Name License Type License Name Municipality
7
APPLICANT'S STATEMENT
� Anukul Biswas �T �� the: ❑sole proprietor; � partner; �corporate principal; � �LC/LLP manager
Authorized Signatory
Of��swas Enterprise Inc
Name of the Entity/Corporation
hereby submit this application (hereinafter the "Application"), to the locai licensing authority(the "LLA") and the Alcohalic
Beverages Contral Commission (the "ABCC" and together with the ��A collectively the "Licensing Authorities")for approval.
I do hereby declare under the pains and penalties of perjury that I have personal knowledge of the information submitted in the
Application, and as such affirm that all staternents and representations therein are true to the best of my knowledge and belief.
I further submit the fallowing to be true and accurate:
(1) I understand that each representatian in this Application is material ta the Licensing Authorities' decision pn the
Application and that the Licensing Authorities will rely on each and every answer in the Application and accompanying
documents in reaching its decision;
(2) I state that the location and description of the proposed licensed premises are in compliance with state
and local laws and regulations;
(3) I understand that while the Application is pending, I must notify the Licensing Authorities of any change in the
information submitted therein. I understand tnat failure to give such notice to the �icensing Authorities may result in
disapproval of the Application;
(4) I understand that upon approval of the Application, I must notify the Licensing Authorities of any change in the
ownership as approved by the Licensing Authorities. I understand that failure to give such notice to the
Licensing Autharities may result in sanctians including revocation of any license for which this Applicatian is submitted;
(5) I understand that the licensee will be bound by the statements and representations made in the Applicatian, including,
but not limited to the identity of persons with an ownership or financial interest in the license;
(6) I understand tnat all statements and representations made become conditions of the license;
(7) I understand that any physicai alterations to or changes to the size of the area used for the sale, delivery, storage, or
consumption of alcoholic beverages, must be reported to the Licensing Authorities and may require the prior approval
of the�icensing Authorities;
(8) I understand that the licensee's failure to operate the licensed premises in accordance with the statements and
representations made in the Application may result in sanctions, including the revocation of any license for which the
Application was submitted; and
(9) I understand that any false statement or misrepresentation will constitute cause for disapproval of the Application or
sanctions including revocation of any license for which this Application is submitted.
(10) I confirm that the applicant corporation and each individual listed in the ownership section of the application is in
good standing with the Massachusetts Department of Revenue and has complied with all laws of the Commonwealth
relating to taxes, reporting of employees and contractors, and withholding and remitting of child support.
��
5ignature: � �... _,,....�,w Date: �.. �1 .. "�C°� ' [.. �-"�
�
Title: President
CORPORATE VOTE
The Board of Directors or I.LC Managers of giswas Enterprise Inc
Entity Name
duly voted to apply to the Licensing Authority of Lexington ^�and the
City/Town
Commonwealth of Massachusetts Alcoholic Beverages Control Commission on Apri)l l,zoz4 �����
Date of Meeting
For the following transactions (Check all that apply):
� New License � Change of Location � Change of Class(�.�.n�,n�di�s�awnaiJ � Change Corporate 5tructure c�.�.corp i��c�
� Transfer of License � Alteration of Licensed Premises � Change of�icense Type��.�.�i��i rCsca�rrncJ � N�edge of Collateral G.e.i�«r,sCisto�kJ
� Change of Manager � Change Corporate Name � Change of C�tegory��.C.nu ni�onoitw�r��,maitJ ❑ Management/Operating Agreement
Change of Officers/ Change of Ownership Interest � Issuance/Transfer of Stack/New Stockholder � Change of Hours
� Directors/LLC Managers � (LL.0 Members/L�P Partners,
Trustees) � Other � Change of DBA
"VOTED: TO aUthorize �nukul Biswas
Name of Person
to sign the application submitted and to execute on the Entity's behalf, any necessary papers and
do all things required to have the application granted."
"VOTED: To appolnt Anukul f3iswas
Name of Liquor License Manager
as its manager of record, and hereby grant him or her with full authority and control of the
premises described in the license and authority and control of the conduct of all business
therein as the licensee itself could in any way have and exercise if it were a natural person
residing in the Commonwealth of Massachusetts."
For Corporations ONLY
A true cop�r attest, A true co , attest,
�...
...� ��,�.>
„.
� w _,.�,_. w�. ._,.w...
..� .�..�
�.:�� . �
Corporate Officer/LLC Manager Signature Corporation Clerk's Signature
rp .
� „�
._�f 1. ��.���c,a, �j 1 � �w��F,��, � v�.��"':v,. t�"�'9�.�G°`�.�j�,�
v..,
(Print Name) (Print Name)
O'O
�'������ Commonwealth of Massachusetts LeCter ID:L 1689477408 �
^�,,����� � Department of Revenue Notice Date:April 5,2024
.�`�' ��,��'�� �, Geoffrey E.Snyder,Commissioner Case ID:0-001-945-891
� �,u`�_ ��
�a' �
� �
sa47�w'�` mass.gov/dor
CERTIFICATE OF GOOD STANDING AND/OR TAX COMPLiANCE
(lli���l�l���l�����l���l�����������������l�ll�,l��l'll��l������1'
ART'S SPECIALTIES LLC
369 TRAPELO RD
BELMONT MA 02478-1955
�t,��1�ir��"r,����u�t�Zis��tt��c��' .., . J;,. � �
,
�. , ��� `
The Commissioner of Revenue certifies that, as of the date of this certificate,ART'S SPECIALTIES LLC
is in compliance with its tax obligations under Chapter 62C of the Massachusetts General Laws.
This certificate doesn't certify that the taxpayer is compliant in taxes such as unernployment insurance
administered by agencies other than the Department of Revenue, or taxes under any ather provisions of
law.
This is not a waiver of lien issued under Chapter 62C, section 52 of the Massachusetts General
Laws.
�'�#l,����t1,��4'�`�teSll"U'1`tS?` �
y � fr,
�y,.ar� �s,a „�, ti. ,� � �ar,'� ,�,�
If you have questions, call us at(617) $87-6400 or toll-free in Massachusetts at(800) 392-6089, Monday
through Friday, 9:00 a.m. to 4:00 p.m..
, �
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+�i �,
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� u
Visit rnass.gav/dor to learn more about Massachusetts tax laws and DOR palicies and procedures,
includin�your Taxpayer Bill of Rights, and MassTaxConnect for easy access to your account:
• Review or update your account
• Contact us using e-message
• Sign up for e-billing ta save paper
• Make payments or set up autopay
����� � ��
�
Edward W. Coyle, Jr., Chief
Callections Bureau
Departrnent of Unemploy� �t Assistance II��II'll�ll"�Il����l������i' "'I��I�III��II��II��III��IIII��) d�.,,���f�.
-�-`Y �,t.
Commonwealth of Massachusetts ;°�, ��,
Executive Office of Labor & Workforce Development . �:'
,
^����
Certificate of Compliance
Date: April 12, 2024
Letter ID: L0002047066
ART'S SPECIALTIES Employer ID (FEIN): XX-XXX3981
5 PARTRIDGE ST
WATERTOWN MA 02472-1626
Certificate ID: �0002047066
FEIN: 46-3833981
The Department of Unemployment Assistance certifies that as of 11-Apr-2024, ART'S SPECIALTIES is current in all its
obligations relating to contributions, payments in lieu of contributions, and the employer medical assistance contribution
established in G.L.c.149,§189.
This certificate expires on 11-May-2024 .
Sincerely,
.
�Q� �����.
Katie Dishnica, Director �
Department of Unemployment Assistance
Questions?
Revenue Enforcement Unit
Department of Unemployment Assistance
Email us: Revenue.Enforcement@detma.org
Call us: (617) 626-5750
100 Cambridge Street • Suite 400 • Boston, MA 02114 • https://mass.gov/uima
Ref: aL1001
Page 1 of 1
MA SOC Filing Number: 202466573810 Date: 4/5/2024 2:16:43 PM
The Commonwealth of Massachusetts, William Francis Galvin
Corporations Division
One Ashburton Place - Floor 17, Boston MA 02108-1512 � Phone: 617-727-9640
����cl�� +�� r��r�i�����rt
(General Laws, Chapter 156D, Section 2.02; 950 CMR 113.16) Minimum Filing Fee:
$250.00
__ _ _ _ __ __
Identification Number 001781132 (number will be assigned)
3
_.... _... _ _._
ARTIC�E I
The exact name of the corporatian is:
BISWAS ENTERPRISE INC
;
�...�__,_._.__.__._,.w�...��_w_..w__......_.�_.____....____...._._�_.__..._._.._.�._..._._...�...._.._..�� �._._..,__..._.__.__�....�._...��__�,.._.�.____�....._a_.__.___.._�...�_..._...__.__._..._.�_.._�
ARTICLE II
° Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L, C156D �
have the purpose of engaging in any lawful business. Specify if you want a more limited purpose:
ARTIC�E III
State the total number of shares and par value, if any, of each class of stock that the corporation is
authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it
s is not necessary to specify any particular designation.
@ � r�
� � v.� � � :.�
. e � � � �
e: e s.
4 � e- e
CNP 0 10,000 0 1,000
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing designation for each class. Prior
to the issuance of any shares of a class, if shares of another class are outstanding, the corporation
; must provide a description of the preferences, voting powers, qualifications, and special or relative
rights or privileges of that class and of each other class of which shares are outstanding and of
' each series then established within any class.
NOT APPLICABLE.
ARTICLE V
The restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock
' of any class are:
�
; ANY STOCKHOLDER, INCLUDING THE HEIRS, ASSIGNS, EXECUTORS OR ADMINISTRATORS OF A �
; DECEASED STOCKHOLdER, pESIRING TO SELL OR TRANSFER SUCH STOCK OWNED BY HIM OR �
THEM, 5HAL.� FIRST OFFER IT 70 THE CORPORATION THROUGH THE BOARD OF DIRECTORS IN THE �
FOLLOWTNG MANNER:
HE SHALL NOTIFY THE DIRECTOR OF HIS DESIRE TO SE�L OR TRANSFER BY NOTICE IN WHICH �
� NOTICE SHA�L CONTAIN THE PRICE AT WHICH HE IS WILLING TO SEL� OR TRANSFER AND THE
NAME OF ONE ARBITRATOR. THE DIRECTORS SHA�L, WITHIN THIR7Y DAYS THEREAFI"ER EITHER �
ACCEPT THE OFFER, OR BY NOTICE TO HIM IN WRITING, NAME A SECOND ARBITRATOR, AND �
THESE TWO SHALL NAME A THIRD. IT SHALL THEN BE THE DUTY OF THE ARBITRATORS TO
f ASCERTAIN THE VALUE OF THE STOCK, AND IF ANY ARBITRATOR SHALL NEGLECT OR REFUSE TO
; APPEAR AT ANY MEETING APPOINTED BY THE ARBITRATORS, A MA�ORITY MAY ACT IN TNE
; ABSENCE OF SUCN ARBITRATOR.
` AFfER THE ACCEPTANCE OF THE OFFER, OR THE REPORT OF THE ARBITRATORS AS TO THE VALUE
; OF THE STOCK, THE DIRECTORS SHALL HAVE SIXTY (60) DAYS WITHIN WHICH TO PURCHASE THE C
; SAME, AT SUCH VALUATION, BUT IF AT THE EXPIRATION OF SIXTY (60) DAYS, THE CORPORATION ;
€ SHALL NOT HAVE EXERCISED THE RIGHT SO TO PURCHASE, THE OWNER OF TNE STOCK SHALL BE !
AT LIBERTY TO DISPOSE OF THE SAME IN ANY MANNER HE MAY SEE FIT. �
; NO SHARES OF STOCK SHALL BE SOLD OR TRANSFERRED ON THE BOOKS OF THE CORPORATION
� UNTIL THESE PROVISIONS HAVE BEEN COMPLIED WITH, BUT THE BOARD OF DIRECTORS MAY IN
; ANY PARTICULAR INSTANCE WAIVE THE REQUIREMENTS.
__......_..._......._.........__........_..............__..r...._..__...........�......�..u............................�....._................_..�_...._...__._.,__._...._.�_...__.�....._-___...._�...�.____........_._.__...............__......_..._._._._.............._...._.........._............,......................._�_........_.._.......�........_._.....
;........_..._._.......__......_.._.��_�.,_....._..._......�,.._........__.�..________.._..._........._.��__._........._..�,........__..__._.._._......,._......_....._..._..,...____.._.....�.......v..__.�._.�_...._...._..___......_.�._......�.._......_.................._..._�._....._...._........_.�......._...__...._......................_..._.�
s
ARTICLE VI =
€
l
Other lawful provisions, and if there are no provisions, this article may be left blank,
;.�.�._._.._.,�.._._..�.�.._w�_..___..�._._�.._._�..___e_______..__.____________ __.____..._.�.�______....�...�....__..w.__...___.._.___._____..__..__..�__w.._.__�
. ... _ _. _.. ....... _ ._..._..._ __.
ARTICLE VII
; The effective date of organizatian shall be the date and time the articles were received for
� filing if the articles are not rejected within the time prescribed by law. If a later effective date
� is desired, specify such date, which may not be later than ninety (90) days from the date and
; time of filing
' Later Effective Date (mm/dd/yyyy): Time (HH:MM)
�_���_..__��__�____�__w__.__� __w —_.��______.__ ,..��__��_,___�...__._._.______..�__._.�.
._....__...__...______________�_____�_.__._...
�_m..�.�._____..___�___�_���_�.___�.�..____..w_...__.m..____.._.�.�_ �__.�_,__..w�,_.�__.�.______.._�._._..___._.._.__.__._.___._____....____...w._,__,_,_�
; ARTICLE VIII �
' The inforrnation contained in Article VIII is not a permanent part of the articles of organization. �
(
a,b. The street address af the initial registered office of the corporation in the cammonwealth
� and the name of the initial registered agent at the registered office:
; Agent narne: ANUKUL BISWAS
� Number and 39 OAK HILL DRIVE
; street:
! Address 2: �
City or town: ARLINGTON State: MA Zip cade: 02474
, ..._. _ __. _ _.__ _..._.. _ _ _ ...,..
c. The names and street addresses of the individuals who will serve as the initial directors,
; president, treasurer and secretary of the corporation (an address need not be specified if the
� business address of the officer or director is the same as the principal office location):
� , x � �
PRESIDENT ANUKUL BISWA5 39 OAK HILL DRIVE ARLINGTON, MA 02474
USA
TREASURER �� ANUKUL BISWAS �� � 39 OAK HILL DRIVE ARLINGTON, MA 02474
USA
SECRETARY ANUKUL BISWAS���� y39 dAK HIL� pRIVE ARLINGTON, MA 02474
USA
_.._......._..___.�__........____.._._....�...._...._...�.._._�_�__...._...__.�.......�_�..........._..._...._.................._.....__.�....��_......�..._....�.._.._._._....._..�.._________..��.�..,_._.._.._...__.,..._.,
DIRECTOR ANUKUL BISWAS 39 OAK HILL DRIVE ARLINGTON, MA 02474
� USA
_... __ __. _. _.... _...... . _. _ __.
�
d. The fiscal year end (i.e., tax year) of the corparation:
�
December 31 �
_.____�_...w.. _.__�_____.__._._,.�.�._.�._.. ____.__..._________.�.._.._.________._ __..,_,_,___�)
� e. A brief description of the type of business in which the corporation intends to engage: � � �
PACKAGE STORE. �
___________..�._ _.._._.__._________________._._� _____ .�.
__,__�.�
�_..._----____ _..__.__._.__ .__ _.._ ._ ,_..._______.__..____________._____._____...___...__� - -...___ -__._,
I
f. The street address (post office boxes are not acceptable) of the principal office of the �
[ carporation: �
€ Number and 39 OAK HTLL DRIVE
street:
�
' Address �: €
�
�
; City or town: ARLINGTON State: MA Zip 02474 I
code: i
�
; Country; UNITED STATES �
v___ .._._�_.___.._..__.__._._._....�..._�.�_._..___.._._.._..._.__.._.__,._.._._.___.�_._._� ...__,_... ._ ____.�_..___�....__k....__�._______.._.�_.�__�____._.,__�
_____u__________.�._._.._...._______.._____�__�___.._.____...._._.___._...___...______._ __ __..___.._.__..._._,.._,.____...._.__......__.__._.w_.....�._._.�.._._._,.._.�.__.,
g. Street address where the records of the corporation required to be kept in the Commonwealkh �
; are located (post office boxes are not acceptable):
� Number and 39 OAK HILL DRIVE
; street:
Address 2:
City or town: ARLINGTON State: MA Zip code: 02474 �
Country; UNITED STATES
Which is:
� its principal office ❑ an office of its transfer agent �
t
i
❑an office of its secretary/assistant secretary ❑ its registered office �
�. __._�_.�.�.�.�__�..._.. _�._ _�__ _.��_ ��._____.�.�.__W w�_ �
. ...... _.. _ . . ....._.. ..,.....
s Signed this 5 Day of April, 2024 at 14:04 PM by the incarporator(s). (If an existing corporation is
i acting as incorporator, type in the exact name of the business entity, the state or other jurisdiction
; where it was incorporated, the name of the person signing on behalf of said business entity and the
' title he/she holds or other authority by which such action is taken.)
� ANUKUL BISWAS
MA SOC Filing Number: 202466573810 Date: 4/5/2024 2:16:43 PM
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears
that the provisions of the General Laws relative to corporations have been complied with,
and I hereby approve said articles; and the filing fee having been paid, said articles are
deemed to have been filed with me on:
April 05, 2024 02:16 PM
. r
��������
WILLIAM FRANCIS GALVIN
Secreta�y of'the Commonwealth
DocuSign Envelope ID:60A2C9BB-E431-4CD6-8FD4-ABBA8A9939CE
PURCHASE AND SALE AGREEMENT
This Agreement dated April �( �, 2024, by and between Art's Specialties, L�C,
a Massachusetts limited liability company with an office address af 369-371 Trapelo
Road, Belrnont, Massachusetts 02478, hereinafter referred to as SELLER; and Biswas
Enterprise Inc, a Massachusetts, corporation with an office address of 39 Oak Hill Drive,
Arlington, Massachusetts 02474, doing business as Nicks Wine and Spirits, hereinafter
referred to as BUYER.
WITNESSETH, in consideratian af the mutual covenants herein contained, the parties
agree as follows:
1. INTEREST TO BE SOLD.
SELLER hereby agrees to sell to BUYER and BUYER agrees to buy from
SELLER, its business assets, including all furniture, fixtures, equipment and inventory
(per Section 13 herein) located at 1666 Massachusetts Avenue, Suite N, Lexington,
Massachusetts, for the Lexington Massachusetts location af Art's Specialties, LLC
located at 1666 Massachusetts Avenue, Suite H, Lexington, Massachusetts 02420, and
all licenses and permits and the goodwill of the said business, as a going concern.
Specifically excluded from the sale is the name of the business and any other assets
owned by the business at other locations as well as any equipment or furniture which is
specifically indicated by SELLER as being excluded in the sale.
2. PURCHASE PRICE.
(a) The purchase price to be paid to SELLER by BUYER shall be One
Hundred Thirty Thousand ($130,000.00) Dollars to be paid as follows:
$ 15,000.00 shall be deposited upon the signing of this Agreement;
$115,000.00 shall be paid at closing in the form af an attorney's IOLTA
check, bank certified check, or wire transfer;
$130,000.00 TOTAL
(b) ADJUSTMENTS. Pro rata adjustments shall be made at the time af the
closing for all prepaid items including license fees, rent, security deposits, if any, and
personal property tax.
(c) Ten Thausand ($1Q,OOQ.QO) Dallars of the SELLER's net sales proceeds
shall be held in escrow by James J. Finn I11, Esquire for thirty (30) days following the
closing to ensure that all alcohol distributors are paid. The SELLER hereby authorizes
Attorney Finn to disburse from this escraw all sums required to pay any outstanding
debts to said distributors. Upon the expiration of the said thirty (30) day period, Attorney
Finn is hereby autharized to return any unused sales proceeds to the SELLER.
�5 �5
!(N � -
��
�-"`-�-�--
DocuSign Envelope ID: 60A2C9BB-E431-ACD6-8FD4-ABBA8A9939CE
3. FINANCING.
The BUYER's obligations are not contingent on any financing.
4. DEBTS AND �IABILITIES.
Ten (10) days prior to closing, the SEL�ER shall furnish to the BUYERS, a list of
all SELLER'S creditors and vendors, including alcohol suppliers and account numbers.
Said list shall contain the names and business addresses of all creditors of SELLER
with the arnounts due to each, when known. The SELLER shall pay all the debts and
liabilities incurred prior to the closing date, in connection with its business, none of
which are being assumed by BUYER, except for that which is expressly herein
provided. No postings will be outstanding as of the closing date. The parties intend for
BUYER to acquire ownership of the interests being purchased herein free and clear of
all claims, and SELLER represents that this shall be accomplished without expense or
liability to the BUYER.
5. REPRESENTATIONS OF SELLER.
SELLER represents to BUYER the following facts, with the knowledge that
BUYER is purchasing SELLER' S interests in full reliance thereon:
a. Prior to the closing date and except as otherwise provided in this agreement,
SELLER shall not encumber the interests ar enter inta any transaction or make any
commitment relating to the interests other than in the ordinary course of business
without first abtaining the written cansent of BUYER and shall obtain any consent
necessary to allow SELLER to accomplish their obligations hereunder. SELLER shall
exercise their best efforts in this regard.
b. That SELLER has good and marketable title to the interests being sold to
BUYER herein, and will convey the sarne to BUYER free and clear of all encumbrances.
c. That to the best of SELLER'S knowledge, it has complied with and is presently
in compliance with all applicable laws, rules and regulations of the city, county, state and
federal governments, including all applicable health, fire and safety codes.
d. That there is no litigation or claims af any nature whatsoever pending ar
threatened against SELLER, the SELLER does not know or have reasonable graunds
to know of any basis far any such action, and that no material fact regarding SELLER's
financial condition has been omitted.
e. To the best of SELLER'S knowledge and belief there are no material claims or
liabilities of SELLER, or pending or threatened administrative procedures involving
SELLER'S operations or the interests whether or nat made or accrued and whether or
aN �
�
DocuSign Envelope ID:60A2C98B-E431-4CU6-8FD4-ABBASA9939CE
not determined or determinable, in respect of which BUYER rnay be or become liable
on or after the closing.
f. The SELLER has all license and permits necessary for the operation of
the business and said licenses and permits will be in good standing at the time of
closing.
g. Neither this Agreement, nor any other documents, certificate or statement
furnished to BUYER by or on behalf of SELLER in connection with the transaction
conternplated hereby cantains any untrue statement of a material fact or omits to state a
material factor necessary in order to make the statements contained herein nat
misleading.
h. Up until the closing date, the business shall be conducted as it has in the
past.
6. ASSIGNMENT OF WARRANTIES.
NONE
7. CONTINGENCIES.
This agreement shall be contingent upon the following:
1. SELLER transferring to BUYER all necessary licenses and permits for the
operation of the business as required by the federal, state and local
authorities.
2. BUYER to obtain a new lease from the landlord with terms conditions
satisfactory to the BUYER in its sole discretion.
3. BUYER to obtain approval of a transfer of the full liquor license for the
business from the local licensing agency and the Massachusetts Alcaholic
Beverages Control Commission
4. All furniture, fixtures and equipment included in the sale shall be in working
condition and the business premises will be in substantially the same
condition it is now, reasonable wear and tear and customary business
variation excepted. The BUYER reserves the right to inspect such furniture,
fixtures and equipment and the business premises within 24 hours prior ta
the time of closing.
If any of these conditians are not satisfied, then at the aption of the BUYER, this
Agreement may be terminated, whereupon any payments made under this
Agreement shall be forthwith refunded and all other abligations of the parties
hereto shall cease and this Agreement shall be void without recourse of the
parties hereto.
8. COVENANTS OF SELLER PRIOR TO C�OSING.
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SELLER covenants and agrees that:
a. SELLER will notify BUYER, in writing, of any actions, suits, proceedings, or
investigations affecting or reasonably fareseeable to affect this purchase agreernent
which arise or are threatened between the date af this agreement and the closing date.
b. SELLER will hold BUYER harmless from and against all damages, losses and
out-of-pocket expenses far which BUYER become legally obligated to pay caused by or
arising directly out of a (i) breach of representation or covenants or (ii) material
misrepresentation of SEL�ER contained herein or in any document delivered pursuant
hereto.
9. SURVIVAL OF REPRESENTATIONS.
All covenants and representations included or provided far herein, in any Exhibit
attached hereto, or in any instrument of transfer or other document delivered pursuant
hereto, shall survive the closing. Each party shall be liable to the other far any and all
damages resulting from any breach of representation or covenant, or for any material
misrepresentatian made by it or in the agreement or any Exhibit or certificate or
document delivered pursuant hereto, all of which shall survive the closing and made by
BUYER.
10. TIME IS OF THE ESSENCE OF THIS AGREEMENT IN ALL RESPECTS.
11. BROKER'S EXPENSE AND COMMISSION.
BUYER and SELLER each agree to bear their own legal, accounting, and other
expenses in connection with the preparation and consummation of this agreement.
SELLER and BUYER also acknowledge that the only Broker involved in the transaction
has been engaged by the SELLER. The Broker, Business Green Star Realty, LLC is
due a commission of (_%) percent of the purchase price at closing which shall
be paid by the SELLER. The SEL�ER and BUYER further represent that they have not
engaged the services of any other broker to sell or purchase the business and shall
indemnify the other in the event any other broker makes a claim for commission as a
result of a breach of this representation and shall be solely responsible for the payment
of any broker's commission due according to its agreement ta the braker making a claim
far payment af a commission.
12. APPRAISAL AND VALUE OF INVENTORY.
The SE�LER and BUYER shall conduct an audit af all inventory including open
containers and supplies on the morning of the clasing. SELLER shall leave in the store
an inventory sufficient for the BUYER to continue the aperation of the store. The cost
value of the inventory will be at least forty-five thousand ($45,000.00) dollars, the value
of the inventory shall be included as part of the purchase price.
os �QN ��
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13. FINANCIAL STATEMENTS.
BUYER acknowledges that the sale is nat predicated to BUYER's review of any
of SELLER's financial information or representation of sales.
14. THE C�OSING.
The closing shall take place on or before 12:00 P. M. on the tenth (10'h) day after
the SELLER obtains approval from the Massachusetts Alcoholic Beverages Control
Commission at a place to be mutually agreed upon by the parties.
The risk of loss to any of the interests being purchased shall remain with
SELLER until the time of closing, and BUYER shall have the option to either cancel this
agreement without further obligation or to negotiate a pro rata reduction in the purchase
price of the interests in the event of any material loss, destruction, or damage to the
interests by reason of fire ar other casualty prior to closing.
At the closing and as a condition precedent to the payment of the purchase price
provided for in Section 2 of this Agreement the SELLER shall deliver to the BUYER the
following documents:
(a) A Bill of Sale conveying good title to the assets with the usual warranties of
title in accordance with this Agreement, free from all encumbrances.
(b) Certificate of Good Standing issued by the Massachusetts Department of
Revenue.
(c) Certificate of Good Standing issued by Secretary af the Cornmonwealth.
(d) A Manager's Certificate authorizing the sale of the Business to the BUYER..
15. TERMINATION OF AGREEMENT.
This agreement, at the option of the BUYER, shall be null and void, upon the
accurrence of any of the following:
a. SE�LER fails to convey good title, free and clear af any encumbrances, at the
time of closing to any of the property transferred.
b. SELLER'S failure to perform any conditions precedent ta the closing or tender
any documents, in proper from, required herein required prior to the closing.
c. Failure of any of the contingencies set forth in paragraph 7.
16. ADDITIONAL DOCUMENTS
The SE�LER and BUYER agree that they shall execute and deliver all additional
documents and instruments which either party may reasonably request the other to
bS DS
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execute to implement for the purposes of this agreement and confirm the consummation
af the transaction intended hereunder.
17. MODIFICATION
This agreement may not be modified except by an instrument in writing signed by
the parties.
18. PRIOR STATEMENTS
All representations, statements, and agreements heretofore made between the
parties hereto are merged in this agreement, which alone fully and completely
expresses their respective obligations, and this agreement is entered into by each party
after apportunity for investigation, neither party relying of any statements or
representations not embodied in this agreement, made by the ather ar an his behalf.
This agreement contains the complete and exclusive agreement of the parties and
supersedes any prior agreement or understanding of the parties.
19. BENEFIT OF AGREEMENT.
This agreement shall be binding upon and inure to the benefit af the parties
hereto and their legal representatives, successors, an assigns.
21. NONCOMPETE
The SEL.�ER and Artur Nergaryan agree to execute at closing a
Non-Competition Agreement whereby they agree nat to engage in any related type of
business within a five (5) mile radius af 1666 Massachusetts Avenue in �exington,
Massachusetts , except for any existing business of the SE�LER, for a period of five (5)
years after the clasing.
22. CONSTRUCTION OF AGREEMENT.
This instrument, executed in multiple counterparts, is to be constructed as a
Massachusetts cantract, is to take effect as a sealed instrument, sets forth the entire
contract between the parties, is binding upon and enures to the benefit of the parties
hereto and their respective heirs, devisees, executors, administrators, successors and
assigns. If two or more persons are named herein as BUYER their obligations
hereunder shall be joint and several. The captions and marginal notes are used anly as
a matter of convenience and are not to be considered a part of this agreement or to be
used in determining the intent of the parties to it.
23. DEPOSITS. All deposits made hereunder shall be held in escrow by
James J. Finn, III, Esquire, as escrow agent subject to the terms of this Agreement and
shall be duly accounted for at the time for performance of this Agreement. In the event
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of any disagreement between the parties, the escrow agent shall retain all deposits
made under this Agreement pending written instructions mutually given by the SELLER
and the BUYER, or by final order of a Cpurt of competent jurisdiction.
24. BUYER'S DEFAULT - DAMAGES. In the event the BUYER shall fail to
purchase the business and assets under the terms hereof, then, in that event, all
deposits made hereunder by the BUYER shall be retained by the SELLER as liquidated
damages for said non-performance, in lieu of any other remedies which the SELLER
may have at law or in equity.
25. NOTICES. Unless otherwise provided herein, all notices, requests,
demands and other communications hereunder shall be in writing and shall be deemed
to have been duly given if faxed, emailed, hand-delivered or mailed by certified mail,
return receipt requested or by recognized overnight courier to: James J. Finn, III,
Esquire, Gregg, Hunt, Ahern & Embry, One Cranberry Hill, Suite 304, Lexington,
Massachusetts 02421, fax: (617) 494-1921, email:jjfinn@ghaelaw.com, if to SELLER,
and Thomas T. Truax, Esquire, 530 Loring Avenue, Suite 101, Salem, Massachusetts
01970, fax (978) 741-2020, tttruax(c�comcast.net if to BUYER.
26. �UBSEQUENT DOCUMENTS All parties hereto agree, from time to
time, after closing, to execute, acknowledge and deliver such other instruments as it
may reasonably be required by any part to this Agreement in order to give full effect to
any of the provisions hereof, as the same may have been madified to the date of
closing.
lN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first
written above.
SE�LER BUYER
Art's Specialties, LLC Biswas Enterprise Inc
DocuSigned by: DocuSigned by:
a� ��4- � r� 4/5/2024 ����� 4/5/2024
By 453187F78840427... B�/ 2EFDBE82E691498...
Artur Nergaryan, Manager Ankul Biswas, President and Treasurer
CaMMERCIAL PROMISSORY NOTE
$80,000.00 July [], 2024
FOR VALUE RECEIVED, the undersigned, Biswas Enterprise Inc, a Massachusetts corparation organized under the laws
of Commonwealth of Massachusetts and having its principal office at 39 Oak Hill Drive, Arlington, Massachusetts
02474 (the"Borrower") promises to pay to the order of Enterprise Bank and Trust Company having a principal place
af business at 222 Merrimack Street, Lawell, Massachusetts 01852 (hereinafter, with any subsequent holder, the
"Bank") at an office of the Bank, the sum of Eighty Thousand and 00/100 Dollars ($80,000.00) with interest thereon,
in accardance with the provisions as indicated below. This Note is the "Note" referred to in the Loan Agreement to
which the Borrower and the Bank are parties dated the date hereof(the "Agreement") and reference is made to said
Agreement for additianai terms applicable hereto. Capitalized terms used in this Note and not otherwise defined
herein but defined in the Agreement shall have the same meaning as ascribed to such terms in the Agreement.
INTEREST RATE:
Interest on the unpaid principal balance of this Note (based upon a year consisting of twelve (12) months of thirty
(30) days each and calculated on the actual number of days elapsed) shall accrue as follaws: At a fixed rate of interest
equal to %per annum.
PAYMENT PROVISIONS: Outstanding principal under this Note together with interest accrued thereon shall be
payable as set forth below: In consecutive monthly payments of which each but the last shall be $
consisting of principal and interest based upon an amortization period of 64 months. The first monthly payment shall
be due and payable on August [], 2024 and each subsequent payment shall be due on the like day of each month
thereafter. The final monthly payment shall be due on July [], 2029 (the "Maturity Date") in an amount equal to the
entire unpaid balance of principal plus all unpaid accrued interest.
PREPAYMENT: The Borrower may at its option prepay the loan at any time without premium or penalty.
LATE CHARGES: If Borrower shall fail for more than fifteen (15) days after the date due to make any installment
payment of principal or interest on this Note, the Borrower agrees to pay the Bank, upon demand, in addition to all
other amounts payable hereunder, a late charge equal to five percent(5%) of the payment due. Late charges are not
interest and shall not be subject to refund or rebate or credited against any other amount due.
APPLICATION OF PAYMENTS� RETURNED ITEMS: Any payments received by the Bank on accaunt of this Note prior
to demand shall be applied first, to any costs, expenses, or charges then owed the Bank by the Borrower, second, to
accrued and unpaid interest, and third, to the unpaid principal balance hereaf. Any payments so received after
demand shall be applied in such manner as the Bank may determine.
EVENTS OF DEFAULT: Upon the occurrence of any one or more of the following ("Events of Default"), at the Bank's
option and without presentment, demand, notice or protest (all of which are hereby waived), and without altering
the demand nature of this Note if principal is due on demand, the entire unpaid balance of this Note and all unpaid
accrued interest hereunder shall became immediately due and payable:
rev.7/10/2018 4823-9051-6240.7
(a) The failure by the Borrower to pay when due (or upon demand, if payable on demand) any
amount due hereunder or any ather amount then awing by the Borrower to the Bank;
(b) The occurrence of any"Event of Default" under the Agreement.
RATE OF INTEREST UPON DEFAULT: The Borrower agrees to pay, upon default, interest on all amounts not paid
when due(pursuant to the terms hereof, by acceleration or otherwise) at the per annum rate equal to the aggregate
of: (a) the interest rate which wauld otherwise be applicable in the absence of default plus (b) six(6%) percent.
NO WAIVER: No delay or omission by the Bank in exercising any of its powers, rights, privileges or remedies
hereunder shall operate as a waiver thereof an that occasion nor an any other occasion. No waiver by the Bank of
any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver. The
Borrower waives presentment, demand, protest, and notices of any kind and assents to any extension or other
indulgence (including, without limitation, the release or substitution of collateral) permitted the Borrower by the
Bank with respect to this Note.
EXPENSES: The Borrower will pay on demand all reasonable attorneys' fees and out-of-pocket expenses incurred by
the Bank in the administration or enforcement of this Note or the administration or enforcement of any collateral
given the Bank to secure this Note (whether or not suit is instituted by or against the Bank).
RELEASES•NO CONTRIBUTION: The liabilities of the Borrower and any endorser or guarantor of this Note are joint
and several; provided, however, the release by the Bank of the Borrower or any one or more endorser or guarantor
shall nat release any other person obligated on account of this Note. No person obligated on account of this Note
may seek contribution from any other person also obligated unless and until all liabilities to the Bank of the person
from whom contribution is sought have been satisfied in full.
MAXIMUM RATE OF INTEREST: If, by the terms of this Note,the Borrower is at any time required or obligated to pay
interest on the principal balance hereof at a rate in excess of the maximum rate which the Borrower is permitted by
law to contract or agree to pay, the rate of interest under this Note shall be deemed to be immediately reduced to
such maximum rate, and interest payable hereunder shall be computed at such maximum rate and the portion of all
prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments
in reduction of the principal balance hereof and not on account of the interest due hereunder.
JURISDICTION, ETC.: This Note shall be governed by the internal laws of the Commonwealth of Massachusetts, and
shall take effect as a sealed instrument. The Borrower submits to the jurisdiction of the courts of the Commonwealth
of Massachusetts for all purposes with respect to this Note, any collateral given to secure its liabilities to the Bank, or
its relationships with the Bank.
BINDING EFFECT: This Note shall be binding upon the Borrower and upon its heirs, successors, assigns, and
representatives,and shall inure to the benefit of the Bank and its successors and assigns.
IN ANY CASE, CONTROVERSY OR MATTER WHICH ARISES OUT OF, OR IS IN RESPECT OF, THIS NOTE AND/OR THE
LOAN EVIDENCED HEREBY, THE BORROWER KNOWING�Y, VOLUNTARILY AND INTENTIONALLY WAIVES ANY NOW
EXISTING AND/OR HEREAFTER ARISING RIGHT TO A TRIAL BY JURY.
2
rev.7/1OJ2018 4823-9051-6240.7
COMPLETION OF NOTE• MISCELLANEOUS: The Borrower autharizes the Bank to complete this Note if delivered
incomplete in any respect. The use of headings in this Note is for convenience only and shall not limit in any manner
the terms of this Note. All agreements and dacuments of any kind in the Bank's possession which relate to any loans
from Bank to Barrower may be reproduced by the Bank by photographic, computer imaging, or similar process, and
the Bank may destroy the original from which any documents was so reproduced. Any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding (whether ar not the original is
in existence and whether or not such reproduction was made in the regular course of business) and any enlargement,
facsimile or further reproduction shall likewise be admissible in evidence. Any signatures of the Borrower upon any
such agreement or document which are transmitted as a facsimile or as a scanned or pdf(partable document format)
shall be deemed a valid and binding signature of the Borrower with the same effect as if a manually signed original
signature.
3
rev.7/YO/2018 4823-9051-6240.7
IN WITNESS WHEREOF,this Commercial Promissory Note is executed under seal as of the date first above written.
WITNESS: BORROWER:
Biswas Enterprise Inc
By:
Anuku) Biswas, President and Treasurer
Print Name:
4
rev.7/10/2018 4823-9051-6240.7
ASSIGNMENT AND PLEDGE OF LIQUOR LICENSE AND ALCOHOL INVENTORY
This ASSIGNMENT AND PLEDGE (this "Assi�nment") is entered into on the [J day of July, 2024, by
Biswas Enterprise Inc, a Massachusetts corporation organized under the laws of Commonwealth of
Massachusetts and having its principal office at 39 Oak Hill Drive, Arlingtan, Massachusetts 02474
(hereinafter called "Pled�or") in favar of Enterprise Bank and Trust Company, a Massachusetts banking
institution with a principal place at business at 222 Merrimack Street, Lowell, Massachusetts 01852
(hereinafter called the "Lender").
In consideration, of financial accommodations made or to be made by Lender to Pledgor, the Pledgor
does hereby pledge and assign (in part pursuant to M.G.L. Chapter 138, Section 23) to the Lender the
Pledgor's Sec 15 package store all alcoholic beverages license (the "License") and all alcohol, liquor, and
the like now or in the future acquired by Pledgor or used in connection with the License (collectively,the
"Inventorv") with respect to the ownership and operation of the package store business known as Nicks
Wine and Spirits located in Lexington, Massachusetts. This assignment and pledge shall be a first pledge
and security interest to the Lender and shall be evidenced and secured in part by a pledge of the License
by Pledgor to the Lender to be recognized by the Town of Lexington and the Alcoholic Beverages Control
Cammissian of the Commonwealth of Massachusetts(together, the "Authorities"). This assignment and
pledge secures the following "Obligations:"
a. the payment of$80,000.00 with interest therean,as provided in a promissory note dated
of even date herewith issued by the Pledgor to the order of the Bank, including all
renewals, modifications, restatements and extensions thereof, (as the said promissory
note may hereafter be amended,the "Note");
b. all ott�er obligations, indebtedness and liabilities of the Pledgor to the Bank owing at any
time, liquidated or unliquidated, each of every kind, nature and description, and the
performance by Pledgor of all acts, obligations, covenants, terms, and conditions, in each
case whether now or hereafter arising under any agreement now existing or hereafter
established between Pledgor and the Bank, and whether denominated secured or
unsecured, whether direct or indirect, absolute or contingent, matured or unmatured,
primary or secondary, certain or contingent, due or to become due, whether now
existing or hereafter arising. Without limiting the generality of the foregoing, said term
shall also include all interest and other charges chargeable to Pledgor or due from
Pledgor to the Bank from time to time and all costs and expenses owing to the Bank;
c. the performance and observance by Pledgor of each and every covenant, condition and
obligation contained in the Note and any other document executed by the Pledgor in
connection with any of the Obligations; .
all liabilities of Pledgor to the Bank, whether now existing or hereafter arising, under any foreign
exchange contract, interest rate swap, cap, floor or hedging agreement, or other similar agreements
(including but not limited to breakage and make-whole fees), and all obligations of Pledgor to the Bank
under any credit card services agreements or agreements relating to the processing of automated
clearing house transactions, together with all fees, expenses, charges and other amounts owing by or
chargeable to Pledgor under any such agreements and all liabilities of Pledgor ta the Bank to repay
overdrafts and other amounts due to the Bank under any existing or future agreements relating to cash
management services;
The Pledgor represents and warrants to Lender as follows:
rev.1/15/2013 4850-5028-45613
1. The Pledgor has the power and authority to enter into this Assignment.
2. Neither the License nar the Inventory is subject to any prior lien or encumbrance. The
undersigned will not transfer, agree to or apply for a transfer, pledge, sale or other dispositian
of the License or any ownership or beneficial interest therein, in whole or in part, to any other
individual or entity for so long as any Obligations remain outstanding, without the prior written
consent of the Lender. The Pledgor also shall make all payments to suppliers, wholesalers or
other providers of the Inuentory so that no lien arises in connection therewith to such entities,
including without limitation any lien recognized the Authorities as being superior to this
Assignment.
3. The Pledgor will pay when due all taxes, charges, liens and assessments against the License, the
Inventory or both, or the beverages authorized to be sold under the License. The Pledgor will
perform any and all acts required to keep the License in good standing, including filing timely
applications of the renewal thereof, and will not suffer or permit the License to lapse.
4. The Pledgor shall promptly report in writing to the Lender upan the occurrence of any event
which might impair the value of the License, including, but not limited to, any action taken by
any local or state regulatory agencies, including without limitation the Authorities, which in any
manner restricts the use of the License.
5. The Pledgor will comply with all applicable laws and regulations, including without limitation
those of the Authorities,with respect to the License or its use, or with respect to the Inventory.
6. The Pledgor agrees to do such further acts or execute such further dacuments as may be
determined necessary by the Lender to perfect the interests granted herein, including without
limitation, completing, executing,filing (and payment of all associated filing or related fees) and
prosecuting with all due diligence any applications for approval of this Assignment by the
Authorities.
Upon the default in any of the obligations, representations or warranties of the undersigned to the
�ender hereunder or under any of the Obligations, and the giving of any required notice and the
expiration of any grace or cure period (an "Event of Default"), the Lender shall have any and all rights
provided by such documents or by law, including those of a secured party under the Uniform
Commercial Code and a pledgee under the rules and regulations of the Authorities. The Lender shall
have the right to apply the proceeds of any disposition of the License, the Inventory or both, to the
payment of any of the Obligations, after deducting therefrom the expenses relating to such sale or
disposition, including court costs and attorney's fees.
The Pledgor hereby grants the Lender an irrevocable power of attorney, coupled with an interest,
to endorse the name of the Pledgor on any and all documents and to take in the name of the Pledgor all
actians deemed necessary by Lender to effectuate the prompt transfer of the License and disposal of
the Inventory, or both, following the occurrence of an Event of Default; such documents and actions
may include but shall not be limited to the completing, executing and filing with the Authorities of
applications for the transfer of the License, the appearance at hearings of the Authorities or other
bodies having jurisdiction over the License, the assembling, completing and filing of tax-related returns
and forms reasonably required to be completed and filed in connection with the transfer of the License
or disposition of the Inventory, and interacting with all governmental authorities on behalf of the Lender
in connection therewith.
rev.1j15/2013 2 4850-5028-45613
The rights and remedies of the Lender are cumulative and not alternative, and may be exercised
concurrently or successively. The Lender assumes no obligation with respect to the License, the
Inventory, or the sale of beverages thereunder, and the undersigned agrees to hold the Lender harmless
fram any and all costs and expenses incurred by reason af this Agreement which shall be added to the
loan balance.
All natices, demands, requests and other communications required under this Agreement shall be
in writing and shall be deemed to have been properly given if given in the manner applicable to notices
under the Note.
Applicable law; jurisdiction: this agreement is intended to take effect as a sealed instrument and
has been execu#ed or completed and is to be performed in Massachusetts and it and all transactions
thereunder or pursuant thereto shall be governed as to interpretation, validity, effect, rights, duties and
remedies of the parties thereunder and in all other respects by the internal laws of the commonwealth
of Massachusetts�' without regard to conflicts of laws principles. Borrower hereby submits to the
jurisdiction of each state and federal court which sits in Massachusetts and agrees that service made in
accordance with the notice provisions of this agreement shall be proper service.
rev.1/15/2013 3 4$50-5028-4561.3
WirNEss the execution hereof under seal as af this day of July, 2024
WITNE5S: PLEDGOR:
Biswas Enterprise Inc
By:
Print Narne: Anukul Biswas, President and Treasurer
ACKNOWLEDGMENT
COMMONWEALTH OF MASSACHUSETTS
CO U NTY
On this [] day af July, 2024, before me, the undersigned notary public, personally appeared Anukul
Biswas, President and Treasurer of Biswas Enterprise Inc, proved to me through satisfactory evidence of
identification, which was a license,to be the person whose name is signed on the preceding or attached
document, and acknowledged to me that he so signed it voluntarily for its stated purpose as President
and Treasurer of Biswas Enterprise Inc.
Notary Public
Print Name:
My Commission Expires
rev.1/15/2013 4 4850-5028-4561.3
n�,rrl��vr�r
I, Nupui•R. �3iswas, hereby statc the fallowii�g:
1. I am thc;wif:e of Anukul �3iswas.
2. I havc n�> direct or indirect benefcial c�r f�inancial intcrest in tl�e package stor�; all
alc�liolic beverages liccnse that my hushanci has applied ��ar and t� bc; exercised at 166C
Massachusetts Avenue, Lcxin�t�>n, MA.
3. I am aware that u�� tio $50,000.00 fr�m our Leader �3ank ��ccoun will bc
used to purchase certain assets c�f Art's Specialt�ies I,I,C located at 1666 Massachusetts �1v�nLi�.,
I,exing�ton MA, incl�iding said license.
Sigi�e,d unde.r the pai�as a�d penalties oC perjury tl�is �'�� day of April, 2024.
f�i��.�:'�C.1`�
Nupur R. F3iswas
LEASE
LEXINGTON SQUARE
1666 MASSACHUSETTS A VENUE, LEXINGTON, MA
Tenant: Biswas Enter�rise, Inc.
First Floor, Stnre H
TABLE OF CONTENTS
SECTIt�N PAGE
l. LEASE OF PREMISES 1
2. DEMiSE OF F'REMISES 1
3. TERM 2
4. RENT 3
5. TIME AND PI.,AC�OF PAYMENTS/I,ATC FEE/SECUI�ITY C►EI'OSiT 4
6. TENANT'S SHARE OF OAERATtNG EXPENSES/UTILfTY OBLIGATIONS 4
7. SERVICES 6
8. QUIET ENIOYMENT 8
9. CONDITION/PREPARATION OF PREMISESIALTERATIONS/RETURN 8
l0. MAINTENANCE AND REPAIRS 9
11. INSURANCE 9
12. F1RE AND CASUALTY DAMAGE 1 Q
13. EMINENT DOMAIN 11
14. SIGNS 12
15. ACCESS 12
16. SUBLEASE AND ASSIGNMENT 13
17. DEM(JLITION 13
18. SUBORDINATION !3
19. TENANT'S COVENANTS 14
20. TENANT'S bEFAULTS 18
21. RIGHTS OF LANDLORD UPON TENANT'S DEFAULT 19
22, RECORDING 2l
23. LIABILITY OF LANDLORD 2l
24. FORCE MAJEURE 2l
(�)
25. MECHANICS' L1CNS 21
26. VirAIVER;ACC(3ltb ANC3 SATISFACTi+qN 21
27. DEFIN[TIONS 22
28. GENERAL PROVISIONS. 22
29. EXECUTI(7N 23
3Q. NOT[CES 23
31, BRG►KER'S iNaEMNITY 23
32. HOLDING{�VER 23
33. LANDLORD'S MORTGAGES 23
34. GUAFtA"NTY 2�i
EXHIBITS:
Exhibit A - Plan c�f Premtses
Exhibit B - Rules and Regulatians
Exhibit C - Guaranty af L,easc
{2)
LEASE
This lease(the"Lease")entered inta by and between:
TRUSTEE OF LEXINGTON SQUARE TRUST("Landlarc!"'),
and
E31SWA5 ENTERPRI5E, INC., a Massachusetts corporatian("Te�ranr"),
I. I..EASE OF F'R�MISES
In cansideratian afthe rents and covenants contained herein to be paid,perfarmed and
oUserved by the Tcnant, the L,andiord hereby leases to the Tenant and the Tenant hereby leases
from the Landlord,subject to the terms and canditians hereinAfter set forth,the P'rernises(as
defined in Section 2 belaw).
2. DCMISE OF PREMISES
2.a. Premises. The premises demised hereby(the"Premises")are locattd in the
Landlord's property known as Lexington Syuare,and presently numbered 1666 Massachusetts
Avenue in Lexington,Massachusetts(the"B�rildi,�g"). The Building together with the land upon
which it is located are referred to as"Landlord's Property"or the"Properly". The Premises
consist of certain rentable space on the First Flaor of the Building designated as Store H,�vhich
space is shown on Exhibit A,attached hereto.
2.b. Excentions and Reservations. Excepted and reserved to the Landlord,
however,from the Premises, is the space necessary to install,maintain and operate, by means of
pipes,ducts,wires or otherwise those utilities and services required for the Building and common
facilities thereof(including the Premises),and the right of access and entry to the Premises by the
Landlord and ils agents for the purpose of making repairs,alterations and additions to the
Premises and to the Building and other tenant space therein.
2.c. Existin�:Tenant.
(1) Tenant acknowledges that the Premises are currently occupied by
another tenant, Art's Specialties,Inc. (the"Exrstfng Tenanl")pursuant to a lease(the"Exisiing
Lease").This Lease shall be subject to and conditioned on I.andlord entering into a termination
arrangement with the Existing Tenant on terms satisfactory to Landlord,and on the Existing
Tenant fully vacating the Aremises on ar before May 31,2024. If for any reason,this condition is
not satisfied, Landlord may elect to terminate cither:(i)extend the Term Commencement Date(as
provided in Section 3.a below)until the date that the Existing Lease has been so terminated and
the Existin�Tenant has wacated the Premises; or(ii)ta terminate this Lease by�iving written
natice thereof to Tenant,and this[.ease shal l be of no further farce and effect and all prepaid rents
and security depasits shaU b�returned ta Tenant.
(2) Tenant shall make all necessary arran�ements and a�reements
dircctly with the Existin,�Tenant regardin�(i)the occupancy af the Aremises and vacation thereaf
by the Existing Tenant,and(ii)condition the Premises is (eft in by the Existing Tenant,and(iii)
ihe removal or non-removal of any persanal praperty,tr�de fixtures, equiprnent,trash, rubbish and
debris ar any ather property af the Existing Tenant at the Fremises. The faregoin�shall be
matters salely between Tenant and ihe Existing Tenanl,and,without limitaiion,the failure to enter
into satisfactory arrangemenis with the Cxisting Tenant with respect thereta,or the failure af the
Existing Tenant ta comply with any arrangements or agreements betwecn Tenant and the Existing
Tenant,shal) not in any way(a)effect Tenant's obligations under this Lease,(b)impose any
obligations whatsaever on Landlord with respect thereto,(c)delay the Commencement Date,(d)
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delay or excuse Tenant's obligation to pay the rent and other amounts in full when and as due
hereunder,(e)constitute a default or breach by Landlord under this Lease,or(n lead to any claim
or defense, under the Lease or at law or in equity, for breach of covenant or other claim due to the
any of the foregoing, including inability of Tenant to occupy all or any portion of the Premises or
the impossibility of Tenant's performance,uninhabitability or untenantability of the Premises or
any portion thereof on account of such failures;and Tenant hereby irrevocably waives any such
claims and defenses with respect thereto and releases Landlord from any claims or liability in
connection with any of the foregoing arrangements. The provisions of this Section shall supersede
any other provisions of this Lease that are inconsistent with the foregoin�.
3. TERM
3.a. Term. Subject to the conditions herein stated, the Tenant shall hold the
Premises for a term of approximately 5 vears and'/:month(the"Term"),
commencing Julv 15.Z024, or, if earlie��, on the Permits Date(as defining Section 3.c)(the earlier
of which is the"Term Canmencement Date"or"Commencement Date"},and terminatin�
Julv 31,2029.
As used in this Lease,the term "lea.se year"shall mean each successive 12-month period included
in�vhole or in part in the Term,with the first lease year beginning on the Commencement Date
and ending on July 31, 2025, and subsequent lease years beginning on August 1"and ending on
July 31"of the subsequent calendar year.
3.b. O�tion to Extend the Term.
(1) Tenant shall have the option to extend the Term of this Lease for
1 additional �-year term, from Au�ust 1,2029 to Julv 31,2034(the"Extension Ternr"), provided
hat: (i)Tenant has not assigned this Lease or sublet any portion of the Premises, and (ii}Tenant
provides Landlord with written notice of such election to extend the Term at least 9 months prior
to the expiration of the Term. Upon the occurrence of any default by Tenant,which default has
not heen cured�vithin applicable notice and cure periods,Tenant's option to extend the Terni
hereunder shall,at the election of Landlord, become null and void and of no further force and
effect.
(2) In the event that Tenant shall extend the Term pursuant to this
Section,such extension shall be on the same terms and conditions as set forth in this Lease,
except: (i)there shall be no further right to extend the Term of this Lease;and(ii)the annual
Fixed Rent during the Extension Term shall be as follows(the"Op�ion RenP'):
(A) The annual Fixed Rent due hereunder during the first lease year
of the Extension Term shall equal the Fixed Rent payable
during the last lease year of the original term, increased by 3%;
and
(B) The annual Fixed Rent due hereunder for each subsequent lease
year of the Extension Term shall equal the Fixed Rent payable
during the previous(ease year, increased by 3%.
Durin�the Extension Term,Tenant shall continue to pay all additional rent and other charbes as
provided hereunder.
Should Tenant further extcnd the Term as provided herein,the term "Term",as used herein shaU
refer to the Term together with the Extension Term.
3.c. Aermits Contin�encv
(1) Tenant's obligations under this Lease are conditioned on Tenant
obtaining all permits and approvals issued by the appropriate governmental authority or authorities
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permitting to operate its business at thc Premises for the Permitted Use(the"Pernrits"). The
permits include a liquar license prrmitting Tenant to sell unopened battles or cantainers of
alcoholic beverages at ar from the Prernises(the"Liquvr Lr'ce».se"'). Tenant shall usc iis best
effarts to obtain the Pern�its by Julv 14,2024(the"FernritJing Oulsidc Date"). Tenaat shaU keep
Landlord fu]]y informed of its probress in obtaining the Permits, including copies of all submittals
made and timely notice of the dates of any hearings. Upon abtaininb the Permits '
(the"Pernrits�ate"),Tenant shall promptly so notify Landlard,and provide Landlard with copies
of same. If despite Tenant's best efE'orts, it cannot obtain the Permits by the Permitting Outside
Date, Tenant shaU have the righi to tcrn�inate d�is Lease by written natice to Landlord not latcr
than the Permitting Outside[7ate(and if Tenant shall fail ta pravide such natice af terminatian by
the Aermitting Outside Date,Tenant's right to terminate this Lease pursuant to this subsection
shall be deemed waived by Tenant and the Term shall commence as of July I 5,2024). [f Tenant
shall not so terminate this Lease and the Term commences,at any time thereafter uniil Tenant
actually obtains the Permits and provides Landlord with notice of same, Landlord sha11 have the
right to terminate this Lease by written notice ta Tenant.
(2) lt is agreed that,notwithstandin�anything to ihe contrary in this
Lease,Tenant may not ent�r the properry or otherwise use and occupy the Premises or any p�rtion
thereof prior to the Permits having been obtained and the Permits Date having occurred.
4. RENT
4.a. Fixed Rent. The annual fixed rent("Fixed Re�tP')payable by the Tenant ta
the Landlard during the Term shall be as fallows:
Lease Year Annual Fixed Rent Monthlv InstaUrnents
1 $62.531 $5.221
2 $64.404 $5.367
3 566.336 $5.528
� $68,328 $5.694
S �'70.380 $5,865
The obligation to pay the rixed Rent shall commence on the Term Commencernent Dat.
Simultaneously with Tenant's delivery of an executed Lease to Landlord,Tenant shall pay to
Landlord the Fixed Rent due for the partial month at the beginning of the Term together with the
Fixed Rent for the first full month af the Term (in the total amount of�7,817).
All Fixed Rent shall be payable in monthly installments due on the �rst day af every month
thereat�er during the Term. All rent payments are due in advance without notice,demand,
deduction or set-off. If the first lease year or last lease year is shorter or longer than one 12-month
year,the annuat Fixed Rent for such lease year shall be decreased or increased proportionately.
4.b. Additional Rent. Tenant shall also pay, in addition to the Fixed Rent,as
additional rent hereunder,withaut notice(excepk as specifically provided under this Lease},
demand,deduction or set•off, all sums, impasitians, casts, expenses and ather payments which
Tenant in any of the provisions of this Lease assumes or a�rees to pay,and, in case of any
nonpayment thereof, Landlord shal)have in addition to any other ri�hts and remedies,all of the
rights and remedies provided by law or provided for in the Lease for the nonpayment af rent.
5, T1ME AND PLACE OF PAYMENTS/LATE FEE/SECURITY DEPOSIT
S.a, Pa ment af Rent. All payments af rent and other amaunts due hereunder shall
be made by the Tenant to the Landlord withaut notice ar demand at such place as the Landlord
may from time to time designAte in writing,which shaU initially be Landlord's notice address,as
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provided in Section 30. The extension of time for the payment of any amount due hereunder,ar
the acceptance thereof after the time at which it is payabte shall not be a waiver of the rights of the
Landlord to insist on having all other payments made in the manner at the times herein specified.
S.b. Late Fee. In the event any Fixed Rent,additianal rent or any other payrncnts
are not paid within 10 days of th�due date thereof,Tenant shall be char�;ed a late fec af$300 for
each late payment for each month or portion thereof that said payment remains outstanding. Said
late fee shall be payable in addition to and not in exclusion of additional remedies herein provided
ta Landlord.
S.c. Securitv Denosii. Tenant shall provide a security depasit to Landlord in the
amount of 512.000(the"Security Deposit").The Security Deposit shall be paid in futl
simultaneously with Tenant's delivery of an executed Lease to Landlord.
The Security Deposit shall be held as security far the payment of the rents and the performance
and observance of thc agreements and canditions in this I..ease contained on the part of lhe Tenarn
to be performed and observed. The Security Deposit shall be held by Landlord and may be
comingled with Landlord's other assets,and Tenant shall not be entilled to any interest on the
Securiry Deposit.
In the event of any default ar defaults in such payment,�serformance ar observance, [.andlord may
apply the Security Deposit or any part thereof toward the curing of any such default ar defaults
and/or toward compensating Landlord for any loss or damage arising from any such default or
defaults,including any damages or deficiencies in the reletting of the Premises,whether such
damage ar deficiency accurs heCarc or after a repossessian proceeding or other reentry by
L,andlard. It is understaod and agreed lhat l.andlard sha!!ahvays have the right to apply said sum,
or any part thereof,as aforesaid in the event of any such default or defaults,without prejudice to
any other remedy or remedies which Landtord may have or Landlord may pursue any other such
remedy or remedies in lieu vf applying said sum or any panl thereaf. I f[.andlord shalt apply the
Security Cleposit ar any part thereof as afaresaid,Tenant shall upan demand pay to Landlord the
amount sa applied by l,andlord, to restore the Security Deposit to its origina) amount. Upon
yielding up of the Premises at the expiration ar other termination of the Term,if Tenant shall not
then be in default or othenvise liable to Landlord,the Security Deposit or the unapplied balance
thereof shall be returned to Tenant. Whenever thc holder of Landlord's interest in this Lease shall
transfer its interest in this Lease,said holder shall turn aver to its tr�nsferec the Security Depasit
or the unapplied balance thereof, and thereafter such holder shall be reteased from any and all
liabiliry to Tenant with respect to the Securiry Deposit or its application or return. The holder of
any mortgage upon Landlord's Property shall never be responsible to Tenant for the Security
Oepasit ar its application ar return unless the Security Depasit shaU actually have been received
by such halder.
6. TENANT'S SHARE OF OPERATING EXPENSES/UTILITY OBLIGATIONS
6.a. Tenant's Otseratin�Exuense Obligation. Tenant shaU pay to the I.andlord, as
additional rent hereunder 3.89%afany increase in thc Operatin�Expenses far each operating
year(as defined below)over the Operating Expenses far calendar vear 2023("Base Operating
Expenses").
For the purpose of this Lease the term"O�erating Expenses"shall mean those costs incurred by
Landlard with�espect to the operation,administrAtion,cleanin�„ repair,management and
maintenance af l,andlard's Property(including bath the Building and thc land on which the
Building is located), including but not limited to the following: salaries,wages,medical,surgical
and general welfare benefits(including group life insurance),pension payments,payroll taxes and
workmen's compensation insurance of employees of Landlord enga�ed in the operation and
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maintenance af Landlord's Properiy;electricity,steam,gas,heating fue) and other utility charges
and taxes; rea)estate taxes and assessments af every kind and nawre imposed,assessed or levied
by a�avernmental authority on Landlord's Prapeny, including�vithaut limitation a!1 taxes,
betterntents,and assessments(ordinary and extraordinary),and all installmcnts thereaf;water and
sewer rents,taxes and charges;casuatty, liability, rental interruption and other insurancc; repairs
and maintenance,rubbish removal,window cleaning,snow removal and care of(andscaping;costs
and expenses of inspection,use,maintenance and depreciation of machin�ry and equipment used
in the operation and maintenance of[.andlard's Properry;costs af heating and(if applicable)air
conditianin�the Buildin,�;casts of cleaning services far the Building;buildin�and cleaning
supplies, uniforms and dry cleaning;Accaunting and legal tecs and chargcs; management fees not
in excess of competitive rates for such services in the area;service contracts with independent
contractors;telephone,data communications,stationery and advertisinb;and all other expenses
paid in connection with the operation of Landlord's Property which are properly char�eable
against income. Operating Expenses shall not include any capital expenditures for improvements
(meanin,�expenditures which are not properly chargeable a�ainst income),except far those
capitalized impravemcnts or items(i)required by federal,state or local re�ulatian ar ardinance not
in effect as ofthe Tcrm Cammencement Date and(ii)which are intended, in[.andlord's
reasonable judgment, to reduce tlie Operating Expenses.
6.b. Payment of Share of Oueratin�e Exvenses. Tenant shall pay such additional
rent for its share of increases in the Operating Expenses in estimated monthly instal(ments,as
determined by the Landlord from time to time. Such rnonthly estirnated payments from Tenant to
Landlard for increases in Operatin�Expenses shall be due on the first day of each month
ihereaftcr during the Term, such payments ta bc made together with the payments of Fixed itent
hereunder.
The obligatian to pay additional rent on account of increases in Operating Expenses shall
commence on the Term Commencement Date.
At khe be�inning af each aperatin�;year,Landlard shall detcr�»ine the estimated increases in
Operadn�,Expenses far that oper�ting year,which amaunt shall remain in effect until ihe last day
of that operating year, unless further adjusted by Landlord from time to time.
After the end of each operating year, Landlord shall provide Tenant with a statement setting forth
the actual Operating Expenses for that operating year,the Base Operating Expenses,Tenant's
share of the increase in the Operating Expenses over the Base Operating Expenses,and any
additianal rent owed by Tenam or any overpayment by Tenant�vith respect ta that Operating Year.
Within IS days thereafter,Tenant sha11 pay Landlord any balance due,and ifTenant overpaid,
such overpaymcnt shall be credited to the next instaUrnent of rent due hereunder.
The term "operating year"shall mean the period of twelve months as designated from time to
time by the Landlord,if the Term sha3l contain only a partial operating year,at the beginning or
end of the Term,the Operating Expenses for such operating year shall be prorated.
Tenant's obligatian ta pay additianat rent under this Section shall survive the expiration or early
termination of the Term.
6.c. Tenant's Audit Ri�hts. Landlord shaU permit Tenant,at Tenant's expense and
during normat business hours,but only one time�vith respect to any operating year,and utilizing a
licensed Cert'sfied Public Accountant experienced in of�ice teasing expense issues who is not paid
directly or indirecdy based on their results or recovery,to review Landlord's invoices and
statements relatinS ta Clperating Expenses far the applicable operating year for the purpose af
verifying the statement which Landlard is required to deliver to Tenant hereunder,provided that
notice of Tenant's desire to s�review is given to Landlord not {ater than 3 months after Tenant
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receives such statement from Landlord, and provided that such review is thereaRer commenced
and prosecuted by Tenant with due diligenee. Any Operating Expenses Statement or accounting
by Landlord shall be binding and conclusive upon Tenant unless(i)Teaant duly requests such
audit within such 3-manth periad, and(ii}within 3 months after such audit request,Tenant shall
notify Landlord in writin�that T�nant disputes the carrectness af"such statement,specifying the
particular resgects in which the statement is claimed to be incorrect, and including the written
report issued by its licensed,Certified Public Accountant identifying such incorrect items based on
its review of Landlord's Operating Expense records. The results of any such audit by Tenant shall
be confidential,and shall nat be provided ta,discussed ar shared in any way with any ather
parties. If such dispute has not been settled by a�reernent within 2 months thereafter,either party
may submit the dispute to arbitration in accordance with commercial arbitration rules of the
American Arbitration Association within 30 days after the expiration of the ai'orementioned 2
manth period.The decision af the arbitratars shall be fina! and binding un Landlard and Tenant
and judgment thereon may be entered in any court of competent jurisdiction.
6.d. Suecial OperatinQ Expenses. In addition to the foregoing,during the Term,
Tenant shall pay to Landlord I 00%of any Operating Expenses which are incurred by Landlord
and are caused by any default or any negligent act or omission by[he Tenant or its employees,
agents,cantractars or invitees, are due to services performed as special services ta the Tenant,
which services are not provided generally to other tenants of the Building.
6.e. Tenant's Utilitv Obli�ations. The Tenant shall promptly pay for all utilities
furnished to the Premises which are separately metered or measured, including without limitation
all electrical service to the Premises. if any utility is furnished ta the premises as well as ta athcr
tenants, but not all other tenants, of the Building,Tenant shall pay,as additianal rent hereunder,
upon demand,its pro rata share of such utility,upon a square footage basis,with the other tenants
to whom such utility is furnished.
7. SERVICES
7.a. Electric Current. With respect to electrical service,it is a�;reed as follaws:
(l) The Premises contain a separate electric meter or meters for
measuring electricity furnished to the Premises. Tenant shall contract with the company supplying
electrical current far the purchase and obtaining afelectrical current directly fram such campany,
which shall be billed directly to and paid for by Tenant. This shall includc all electricity used in
the Premises,including but not limited to all electricity used for heating,air conditioning and
ventilation, lighting,convenience oudets,equipment and machines
(2) The Landlord shall have the ri�ht, in its sole discretion,ta designate
from time ta time(and to change any previous designation)the particutar utility company or
companies who will be supplying electricat services to the Buildin�or any portion thereof,and, if
Landlord has so designated such companies,Tenant shall contract for its electrical service
exclusively from such campanies.
(3) If Tenani shall require electrical current for use in the Premises in
excess of the present capacities and if in Landlord's reasanable judgment,Landlord's facilities are
inadequate far such excess reyuirements or such excess requirements will result in an additional
burden on the Building systems and additional cost to Landlord on account thereof,then Landlord
shall upon written request and at the sole cost and expense af Tenant,furnish and install such
additional wires,conduits, feeders,switch6aards and appurtenances as reasanably rnay be required
to supply such additional requirements of Tenant,provided current therefor is available to
Landlord, and provided further that the same shall be pecmitted by appticable laws and insurance
regulations and shall not cause permanent dama�e to the Buildin�;or tl�e Premises,cause or creale
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a dan�,erous ar hAzardous caaditian, entail excessive ar unreasonabte alterations or repairs, ar
interfere with or disturb ather tenants ar accupants af the Building. Tenant shall reimburse
Landlord on demand for all costs incurred by Landlord on account thereof.
(4) Tenant shall be responsible,at Tenant's expense, for keepinb all light
fixtures properly lamped at at1 times and for purchasing and instalting all lamps and replacement
lamps(including without limitation both incandescent and fluorescent)used in the Premises,such
that the Premises are safely(it at all times of use.
(5) Landlord shaU not in any way be (iabfe or responsible to Tenant for
any loss,damage or expense which Tenant may sustain or incur if the quantity,character or supply
of electrical ener�y is changed or is no longer availAble or suitable far Tenant's requirernents.
(6) Tenant agrees that it shall not make any material alteratian ar
material additian to the electrical equipment or appliances in the Prernises without obtainin�the
prior written consent of Landlord in each instance,which consent will not be unreasanably
withheld.and Tenant shall promptly advise Landlord of any ather alteration ar addition to such
electrical eyuipment appliances.
7.b. Water. Landlord shall fumish hot and cold�vater to common area restrooms
for toilet, lavatory and drinking purposes,and for ordinary interior cleaning,and, if the Premises
contains any lavatories or other similar facilities which utilize water for such purposes, Landlord
shall also furnish hot and cold water to such lavatories and facilities. If Tenant requires,uses or
consumes water for any purpose other than for the aforementioned purposes or otherwise in
excessive quantities,Landlord may(i)assess a reasonable charge for the additional water used or
consumed by Tenant,or(ii)insta{1 a�vater meter and thereby mcasure Tenant's�vater
consumption for all purpases. In the latter event,I.andlord shall pay the cost af thc meter and the
cost of installation thereol"and shall keep said rneter and instaUation equipment in gaad working
arder and repair. Tenant a�,rees to pay for water cansumed,as shown on said meter,together with
the sewer use charge based an said meter charges as and when bi13s are rendered. Qn default in
making such payment,Land(ord may pay such charges and collect the same from Tenant as
additional rent hereunder. Any piping and other equipment and facilities for use of water within
the Premises(if any)will be maintained by Tenant at Tenant's sote cost and expense.
7.c. Heat/Air Conditionin�.
(1) Landlord shall furnish heat and air conditioning to the Common
Areas of the Building during the Building's business hours and business days,as established by
Landlord from time to time("Business Hor�r.s"),during the normal heating and cooling seasons.
(2) Tenant shall be respansible heating and air conditioning the
Premises, including all utility costs,the casts of al) maintenance and repair of thc HVAC system
and its companents,and the costs of any replacements ar upgrades or supplements af the HVAC
system or any of its components. Tenant covenants and agrees ta keep the Premises heated and air
conditioned to usual and custornary levels during Business Hours and to keep the Aremises heated
at least to minimum levels to protect the Prernises and building systems during all hours when the
Premises are not occupied.
7.d. Elevators. If the Building contains elevators,and if the Premises are located
on a floor requiring access by elevator,Landlord shall provide elevator facilities(�vhich may be
manually or automatically operated,either or both, as Landlord may from time to time elect)
during Business Hou�s and during other hours that the Building is open, for Tenant's use,non-
exclusively,together with others having business in the Buildinb;
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7.e. Interruation or Curtailment of Services. Landlord reserves the right to
interrupt, curtail,stop or suspend the furnishin�;of services(including the elevator)and the
operatian ofthe plumbin�;, mechanical,heating and cicctric systems whenever necessary� for
repairs,alterations,replacements or improvemenis desirable ar necessary ia be made ir the
reasonable judgment of Landlord or whenever necessary due to accident or emergency,difficulty
or inability in securing supplies or labor strikes,or any other cause beyond the reasonable control
of Landlord,whether such other cause be similar or dissimilar to those hereinabove specifically
mentioned,until said cause has been rernaved. Except when caused by the bross negligence of
Landlord, there shall bc no diminutian or abatennent af rent or other campensatian due from
Tenant to Landlard hereunder, nar shall this Lease be aPfected ar any af Tenant's abli�;atians
hereunder reduced,and Landlord shal] have no responsibility or liability for any such intcrruption,
curtailment,stoppage or suspension of services or systems,except that Landlord shall exercise
reasonable due diligence to eliminatc the cause of same.
7.f. Ener,�y Conservation. Notwithstandin�any�hing to the contrary contained in
this I.ease, l.andlord rnay institute such reasonable poGcies,programs or rneasures as may be
necessary, required ar expedient far the conservation�nd/or preservadnn of ener�,y ar ener�,y
services,provided either the majority ofsimilar buildings in the area in which the Building is
located are subject to similar polices,programs or measures,or such are necessary or required to
comply with applicable bovernmenta)cades,rules, re�ulations or standards.
7.b. Cleanine. Tenant shal) be responsible,at its sole cost and expense, for all
cleaning of the interiar af the Premises, including all storefronts and�lass.
8. QU1ET ENJQYMENT
The Tenant,upon prompt payment of the rent and other amounts herein reserved,and
upon the performance of all of its obligations under this Lease,shall at all times during the Term
and during any extension or renewal thereof,peaceably and quietly enjoy the Premises without
any disturbance from the Landlord or fronn ttny other person claiming throu�;h the l.andlord,
subject,however,to the rights af haiders of nrartgages and to the terms and pravisions of this
Lcase.
9. CONDITION/PREPARATION OF PREMISESIALTERATIONS/RETURN
9.a. Condition of the Pcemises. The Premises are leased to the Tenant in their"as
is"condition and Landlord shall have no obligation to complete any work to prepare the Premises
for Tenant's occupancy.
Tenant accepts the Premises in their conditian as ofthe Term Commencement Date,withaut
representation or wamanty,express or implied,in fact or in law,by Landlord and without recourse
to Landlord as to the nature, conditian or usability thereof. It is understood and agreed that the
Landlord has made no representations as to the condition of the Premises or the Building,or as to
their fitness for any specific purpose. Tenant also confirms that the nature,extent and qualiry of
the management,maintenance and services as currently provided by Landlord to the Premises and
L�ndlord's Property are satisfactory in aU respects and are and shall be deemed to be in full
compliance with the terms of this Lease; and Tenant hereby irrevacably waives any incansistency,
nonconformity or deficiency in such existing and current conditions and services with the
requirements oi'this Lease.
9.6. Tenant's Work. Tenant shall be responsible, at Tenant's sole cost and
expense,for any and all �vork ar improvements to the Premises to prepare same for Tenant°s
occupancy,and such wark shall lsc deemed for all purpases to be Alteratians,as defined
hereunder,and subject to the provisio»s hereafapplicable thereto.
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9.c, Altcratians. hJa ttlteratians, additions ar improvements(l�ereinafter
"Alterations")to the hremises shall be made by the Tenant withaut the prior written cansent of the
Landlord,which may be granted or withheld at Landlord's sole discretion. A11�vork done in
connection with any Alterations,following Landlord's approval thereof,shall be done in a boad
and workmanlike manner, in accordance with ail applicable laws,with all permits and approvats
therefor abtained by Tenant and per!'ormed by cantractars approved by Landlord. Any such
cantractor shall be reguired to provide certificates ai"comprehensivc general liabiliry and �roperty
damage insurance in amounts reasonably required by Landlord,naming Landlord as an additional
insured. Once commenced by Tenant,such work shall proceed diligently and continuously to
comptetion, and in performing such Alterations, Tenant shall avoid interfering with the use and
occupancy of other tenants of the Building and shall keep all areas outside tl7e Premises clean and
free af debris at aU times. Tenant shall comply,and shall cause its cantractors to camply, �vith any
reasonable directive fram the Landlord re�ardin�the performance of the Alterations. Any
Alterations made by the Tenant after such consent shall have been given, and any non-trade
fixtures installed as part thereof(and any Alterations or non-trade fixtures installed during the term
of tt�e Existing Lease)shall at the Landlotd's option become the property of the Landlord upon the
expiration or ather sooncr termination of this L.ease. If Landlord shall fail to exercise such aption,
the Tenant shall remove such �xtures(including wiChout limitatian all Alteratians and fixtures
installed during the term ofthe Existing�ease)at the Tenant's cost upon the tctmination nf'this
Lease, leaving the Premises in gaod order and repair,reasonable wear and tear only excepted.
9.d. Return of Premises. The Tenant shall,at the expiration ar earlier tern�ination
of this L.ease,remove its goods and e#"tects and peAceably yield up the Premises clean and in�oad
order,repair and condition,ordinary wcar and tear excepted(but this exception shaU apply only if
Tenant has employed good maintenance practices,and this exception shall nat excuse Tenant from
any obligation hereunder to make necessary repairs and replacements},and except for repairs
which the Landlord expressly agrees ta make as herein provided; and Tenant shall repair any
injury done to the Premises or the Building or the Praperty by thc installation or removal af the
Tenant's fixtures ar other property.
10. MAINTENANCE AND REPAiRS
Tenant shall maintain all portions of the Premises and immediately adjoining areas,and
interior sides of windows, including all storefronts, in a clean and orderly condition, free af dirt,
rubbish and abstructions. The Tenant shall make all nonstructural repairs necessary ta maintain
the Premises in�,00d arder and repair, except repairs related to comman facilities or utility
installations for the cammon use of the Building(but if such repairs are required as a result of
Tenant's neglect or fault,Tenant shall be responsible for the costs thereof).
11. INSURANCE
I I.a. ]ndernnification. The Tenant shall save the l.andlord harrnless and
indemni�ed fram and against al) injury,toss,claim or damage to any persan ar praperty while on
the Premises or Landlord's Property arising out of the use ar occupancy of the Premises by the
Tenant(unless caused by the gross negligence or default of the Landlord,its employees,agents,
licensees or contractors}and from and against all injury, loss, claim or damagc to any person ar
praperty accasianed by any act,neglect ar default of the Tenant or any of Tenant's agents,
employees ar contractars.
l l.b. Liabilitv Insurance. The Tenant shall maintain with respect to the Premises
and appurtenances thereto,comprehensive general liability and properiy damage including the
broad fortn comprehensive general liability endorsement and a contractual liability coverage
endocsement, in limits of nat less than�2.OQd.000 per occurrence,or such�reater amount as
Landlord shall reasanabty requir�Prom time to tirne durin�the Term, far combined single limit
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bodily injury and praperty damage liability, in campanies qualified ta do business in
Massachusetts and acceptable to Landlord, insuring the Landlord as well as the Tenant against
injury to persons or damage to property as herein provided.
t I.c. Propertv Insurance. The Tenant shalt rnaintain, at its sale cost and expense,
fire and extended coverage insurance for all af its contents,furniture, furnishings,equipment,
improvcments, funds,personal praperty, floor coverin�;s and�xtures located within or about t1�e
Premises,praviding protectian in an amount equal to l Op%perceni of the full rcplacemcnt value
of said items(replacement value meaning the cost of repairing or replacing thc damaged property
without deduction for depreciation).
l l,d. lnsurance Policies. The Tenant shall deposit with the Landlord certificates af
insurance that it is required to maintain under this Sectian,at or prior ta the Term Cammencement
Date of this[.ease, and thereaftcr,within 30 days prior ta the expiration af each such policy. 5uch
polieies shall to the extent obtainable, provide that the policies may not be changed or canceled
without at least 30 days prior written notice to the Landlord. Such insurance may be maintained
by the Tenant under a blanket policy or policies so-called.
1 l.e. Landlord's Insurance. Landlorci shall maintain fire and extended coverage
insurance on the Building praviding pratection in an amount determined by Landlord to be
adeq�ate. The costs of such insurance and any other insurance obtained by Landlord with respect
to the Property and its operations shall be included as part of the Operating Expenses.
I l.f Waiver of Subro atg ion• Landlord and Tenant and all parties claiming under
them mutually release and discharge each other frarn all ctaims and liabilities arisin�;from ar
caused by any casualty or hazard covered ar required hereunder ta be covered in whale or in part
by insurance on the Premises or in connection with property on or activities conducted on the
Premises,and waive any right of subrogation which might otherwise exist in or accrue to any
person on account thereof,provided that such release shall not operate in any case where the effect
is ta invalidatc or increase the cost of such insurance covera�e(provided,that in the case of
increased cost,the ather party shall have the ri�ht,within 30 days following written notice,to pay
such increased cost,thereby keeping such release and waiver in full force and ef'fect).
12. FIRE AND CASUALTY DAMAGE
12.a. Terrnination. Should all or a partian af the Premises,or af the Building,he
substantially darnaged(as defined below)by fire or ather casualty,the Landlard at its aption may
elect to terminate this Lease. Should al)ar a portion ofthe Premises be substantially damaged(as
defined below)by fire or other casualty,the Tenant may etect to terminate this Lease if:
(l} The Landlord fails to give written rotice within 60 days af�er such
damage of its intentian to restore the Premises,or
(2} Such dama�e causes the Premises to be untenantable for Ten�nt's use
thereof for more than 120 days.
Tenant shall exercise its option to tenninate by giving written notice to Landlord, as applicable,
within 30 days after Landlord's failure to notify or within 30 days after such 120day period.
The term"substantial dama�e"as used herein shall refer to damage of such a character that the
same cannot, in ordinary course,be reasanably cxpected to be repaired within 120 days from t}te
time that such work commences,as reasonably determined by Landlord.
12.b. Restoration and Abatement. If the Term of this Lease is not so terminated,
Landlard will,with reasonable diligence and at its expense,repair and rebuitd the Premises as
nearty as reasonably practicable ta the same conditian as it was priar to such dama;�e. Landlord's
obli�ations to repair and rebuild shall in all cvents be limited to the insurance proceeds made
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available to Landlord. . Landlord shalt not he obligated to repair ar restorc Tenant's personal
praperty, fixtures,furniture,equipment or floor coverings ar any Alteratians performed by Tenant,
If the Temt af this Gease is not sa tern�inated, far sa lang as such flre ar casualry renders the
Premises substantially unsuitable for the TenAnt's use,a just and proportionate abptement of rent
shall be made until Landlord's repairs have been completed.
[t is expressly understood and agreed that nothing in this Lease contained shall be deemed to
create in Tenant any interest in any hazard insurance policies ar the proceeds thereof.
13. EMINENT DOMAIN
13.a. Termination. In the event that the�vhole of the Premises or Landlord's
Property shatt be lawfully condemned or taken in any manner for any public or quasi-public use,
this Lease and the Term hereby granted shall forthwith terminate as of the date of the divesting of
Landlord's title. Should a portion of the Premises,or of the Building,ar of Landlord's Property,
be sa condemned ar taken,and such taking is substantial (as defined belaw),the l.andlord at its
option may elect to terminate this Lease. Should a partian of the Prernis�s be sa candemned or
taken,and such taking is substantisl(as defined below),the Tenant may elect ta terminate this
Lease if:
(1) Such takin�or condemnation results in the permanent loss af:reasonable
access to the Premises,or 10%or more of the Premises,or facilities that
supply heat,air canditioning,wate�r,drainage,plumbing,electricity or
ather utilities or services to the I'remises;ar
(2) Such taking or condemnation causes the Premises to be untenantable for
Tenant's use thereof for more than 120 days.
Tenant shall exercise its option to terminate by giving written notice to Landlord within 60 days
following the date on which Landlord's title has heen divested by such authority.
The term "substantial"as used herein shall refer to a condemnation ar taking which: reduces the
floar area of the Building,ar reduces the total area of Landlord's property by mare than S%,ar
affects parking and/or access to Landlard"s Property and the Building,or will require,in
Landlord's judgment,more than 120 days to restore.
13.b. Restoration and Abatement. If neither the Landlord or Tenant elects to
terminate this[.ease as aforesaid,this C,ease shall be unaffected by such taking,except that the
Fixed Rent shail be abated equit�bly. In the event that anly a part of the premises shatl be so
candernned ar taken and this Lease is not terminated as hereinbefore provided, l,andlord will,with
reasonable diligence and at its expense,restore the remaining portian of the Premises as nearly as
reasonably practicable to the same condition as it was prior ta such condemnation or taking.
Landlord's abligations to restore shall in all events be limited to the condemnation proceeds made
available to Landlord.
13.c. Award. In the event of any condemnation or taking hereinbefore rnentianed
of all or part of Landlord's Property, Landlord shall be entitted to recei�e the entire award in the
condemnation praceedin�s, including any award made for the value of the estate vested by this
Lease in the Tenant,and Tenant hereby expressly assigns to the Landlord any and alt right,title
and interest of Tenant now or hereafter arising in or to any such award or any part thereof.
Notwithstanding the foregoing,Tenant shall have the right to bring a separate condemnation
procceding for relacation expenses and the unamortized value of trade fixtures payable in the
manner and extent as,and if,pravided by law.
14. SIGNS
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Tenant shall not place any sibns ar ather forms af advcrtisin�;on or about the exterior of
the Premises ar ihe Building(including any signage in on ar facing the interior cancourse af the
Building)or upon any sidewalks, interior or exterior walkways or roads or drives adjacent to the
Building,without Landtard's prior written consent,which may be withheld at Landlord's solc
(�1SCTCC1011.
The faregoin�,prohibition shall alsa prohibit any signs or other advertising on the windaws af Ehe
Premises or located within the interior of the Prernises that are visible outside the Premises, and,
specifically,no banners, flyers or signs adhered directly to the Premises' windows shall be
permitted.
Notwithstanding the faregaing, if and so long as Tenant is a retail tenant of the Building and the
Premises has an exterior storefrant and entrance,Tenant may,at its sale expense,place ane si�n
nn the exteriar ofthe Building at thc Premises' starefront,such exterior sign to be lacated at the
same tocation as the current exterior sign installed by the Existing Tenant.The size,design and
specific configuration and location of such sign shall be subject to Landlord's prior written
approval,which shall not be unreasonablyy withheld. Without limitation, in no event will Landlard
be require ta apprave of nean,�as, illuminated ar flashing signs. Such si�;n shall identify TenanYs
tradename anly and shall be in accordance with Landlord's building standards far signage,as
established from time to time,and such sign shall comply�vith all applicable laws, including all
codes,ordinances and regulations of the Town of Concord,and Tenant shalt obtain all required
permits and approvals prior to installing such sign, including any approvals required from the
Town"s Historical Commission. Such sign shall be fabricated and installed by Tenant within 45
days after the Cornmencement Date,shaEl be maintained in gaod canditian by Tenant thrau�;hout
the Term of this I,ease,and shall be removed by Tenant upon thc terrninatian of this I.ease(with
any damage caused to the Premises or Building by such sign or its removal being promptly
repaired by Tenant at its expense).
Notwithstanding the faregaing, if Tenant is a retail tenant af the Building and the Premises has an
interior cancaurse storefront and entrance,Tenant may,at its solc expensc, place ane sign on the
concourse face of the exteriar wall of the Premises,at the Premises concourse storefront,the size,
design and location ofwhich sha11 he as determined by Landlord,and in all events shall be at a11
times in accordance�vith Landlord's Buitding standards for concourse signage,as established
from time to time.
15. ACCESS
(1) The portions of the Building necessary for access to the Premises shall remain
open during Business Hours,as provided herein, and Tenant's employees,agents, customers and
business invitees shall have a right of access, in common with others entitled thereto,to the
Premises during Business Hours,subject to emergency conditians. Subjeci tv after-hours securiry
arrangements, iPany,that may be established by I.andlard fram time to time,and to emer�ency
conditions,Tenant's emplayees shall have access to the Premises durin�;other times.
(2) The Landlord shall have access to the Premises at all reasonable times upon
reasonable prior written or oral notice,except in the case af emergency such restrictions on aceess
shall be inapplicable.
(3) Prior to Tenant"s occupancy of the Premises,Tenant shall,at its expensc,have
all doors to the Prentises re-keyed,and shall deposit duplicate copies of all keys to the Premises in
the Knox Box,sacalled, maintained at the Building or with the Lexington Fire Department or
such other lacation as may be designated by Landlord.
16. SUBLEASE AND ASSIGNMCNT
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The Tenant shall not assign the Lease or sublet the Premises for the remainder of the
Term except�vith the prior written approval of the Landlord,which approval may be granted or
withheld at Landlord's solc and absaluie discretion; it beinb understood that the tenant mix,the
nature af any tenant's business, and the identity and experience af any propased tenant is af
crucial importance to Landlord and to the he continued success of the F'raperty, af other tenants of
the Buildin�and of the due and property management and operation of the Properry.
Without limiting Landlord's right to grant or withhold its approval of any assignment at its sole
and absolute discretion,or any other conditions Landlord may elect to impose,Landtord may
condition any such approval on the principal individual or individuals of any entity constituting
the proposed assignee personally guaranteeing the obligations of Tenant under this Lease.
Notwithstanding any such assi�;nment ar subletting, it is understoad and agreed that the original
Tenant named herein shall always remain primarily and unconditionally liable to L.andiord for the
abservance and perforntance of the obligations and agreements of Tenant in this L.ease cantained.
It shall be a condition precedent to the granting of any consent by Landlord hereunder that Tenant
and any such assignee or subtenant shall enter into an agreement with Landlord, in form
satisfactory to counse)to Landlord,pursuant to which such assignee or subtenant agrees direcdy
with Landlord to assume and perform all of the obligations and agreements of Tenant contained in
this Lease,and containing such other canditions and provisions as Landlord shall req�ire. Tenant
agrees to pay all of Landlord's costs in cannection with the consideration of any such praposed
assignment or sublettin�, including reasonable attorney's fees.
Tenant shal!pay ta Landlord monthly one-halfof`the exccss of the rents and other charges
received by Tenant pursuant to the assignrnent or sublease ove�the rents and other charges
reserved to Landlord under this Lease attributable to the space assigned or sublet.
17. DEMOLITION
If after January 1, 2034,the Landlord shall determine to demolish and rebuild the
Buildin�,or to undertake a substantial renovation af the Buildinb, then Landlard has the ri�ht to
t�rminate this Lease by givin�,to Tenant 6 manths' written notice of Landlard's deterrninatian tu
demalish and rebuild ar to renovate,and thereupon the Lease shall terminate at the expiration af
such 6month period.
18. SUBORDINATION
This Lease is subject and subordinate to all real estate mortgages and ground leases prior
to or subsequent to the date of execution and delivery of this Lease and to all renewats,
modifications,cansolidations,replacements ar extensions thereof. Upon the request of Landl�ard,
the Tenant shall promptly execute and deliver all such instrumcnts as may be appropriate ta
subordinate this Lease ta any�;round leases and/ar mortgages,and ta all advances made
thereunder and to the interest therean,and all renewals,replacements and extensions thercaf,
provided that, in the case of ground leases or mortgages entered inta subsequent to
Commencement Date,on the request of Tenant, Landlord shatl use reasonable efforts to have the
mortgagee agree,on its customary form, not to disturb the occupancy of Tenant under the Lease in
the event of foreclosure if Tenant is not in default of any of the terms and conditions of this Lease.
19. TENANT'S COVENANTS
19.a. Tenant's Generat Covenants. The Tenant cavenants and abrees as fallows:
(a} Tenant shall perform promptly aU of the obligatians of the Tenant set forth in
this Lease and shall pay when due all rent(including all Fixed Rent and additional rent)
and all other charges which by the terms of this Lease are to be paid by the Tenant.
_��_
(b) Tenant shall obtain all necessary govemmental licenses and permits required
t'or the proper and lawful conduct af Tenant's business and Tenant's use of the
Prernises. Tenant,at Tenant's expense,shaU comply�ti•ith all health,safety and police
requirernents affecting ar applicable ta the Prernises ar the cleanliness,safety,
occupancy and use thereof,whether or not same are substantial,foreseen ar unforeseen,
ordinary or extraordinary.Tenant shall at all times conduct its business in a reputable
manner.
(c) Tenant shall pay al! costs an dernand for all loss ar dama�e suffered or
incuned by Landlord caused by Tenant ar caused by nuisance or ne�lect suffered on the
Premises due to Tenant, its agents,ernployees, invitees or assigns.
(d) Tenant shall keep the interior of the Premises in a clean,neat and arderly,
condition. Tenant shall keep all refuse, rubbish and debris in covered containers located
oniy in areas approved by Landlord and shall remove rubbish and debris from the
Premises at a frequency consistent with goad fire safety, h�,�giene practices and neatness.
If additional rubbish pickup is requircd,ar if the dumpster needs to be etnptied due ta
Tenant's usage,then such additional casi shall be paid by Tenant,as additianal rent
hereunder,promptly upon demand from Landlord.
(e) Tenant shall permit Landlord and its agents to examine the Premises at
reasonable times,and to show the Premises to prospective tenants, lenders,buyers and
other parties. The Landlord may enter the Premises to makc any replacernents and
repairs or for other purposes,after reasanable notice is given to Tenant.
(f} Tenant shall use the Premises only for the retail sale of prepackaged specialty
foods,snacks and beverages(including,subject to and in strict accordance with the
pravisions of Section 19.b(h),the sale of beer,wine and liquor)(the"Permitled Use")
and for no other purpose. Notwithstanding and without limiting the foregainb,the
Permitted Use shall not include in any event or circumstances:(i)the preparatian,
cooking or servin�of foad or beverages ak the Premises,ar any restaurant usc; (ii)the
sate of cigarettes, cigars,vaping or e•cigarettes,or cannabis or cannabis based products,
or any related paraphernalia;or(iii)the sale of lottery tickets or any other gaming or
gambling uses. Tenant shall only conduct its business in the Premises under a trade
name as that has been reasonably be appro�ed of in writing by Landlord.
(g) Tenant shall not injure,averload, deface or atherwise harm the Premises,
cammit any nuisance ar permit the emission af any objectionable odar,or make any us�
of the Prernises�vhich will increase the cost of the I.andlard's insurance(unless Tenant
pays for such increased cost). Tenant shall not sell or display merchandise in or store or
dispose of trash or refuse in or otherwise obstruct the driveways,walks,halls, parking
area,or other common areas. The sidewalks,entrances, interior corridors,and stairways
sha11 not be obstructed or encumbered by the Tenant or used for any purpase other than
egress ta and from the Aremises.
(h) Tenant shall not suffer or permit strip ar waste.
(i) Tenant shall not permit any use that ma}�l�e deemed obnoxious or which
unreasonably interferes�vitl�or affects any other tenants in the Building or creates a
pubiic or private nuisance or fire hazard.
(j) Tenant shall not conduct any auction, fire,bankruptcy or�,aing-aut-of-business
sal�,nor use or permit any sound apparatus for reproductian or transmission of music or
sound which shall be audibte beyond the physical interior af the Premises.
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(k) Tenant shall comply with Landlord's Rules and Regulations as are currently in
effcct and such reasonable rules and regulations as shall from time to timc hercafter be
established by the Landlord for the safety,care,cleanliness or orderly conduct of the
Premises and Landlord's Propenty,and far the beneCt,comfart and convenience of all
of the occupants of the Bailding. The Rules and Regulatians as cunently in effect are as
set forth in Exhibit B attached hercto.
(t} If during the Term and any extension thereof,the fire insurance rate of the
Building or the Premises is increased due to the nature of the Tenant's occupancy,
Tenant shall pay to the Landlord any additional insurance premiums resulting from such
rate increase. Any such additional premiums payabte by the Tenant shal! be additional
rent and shall be paid to the Landlord within 10 days after written demand accompanied
by the insurance premium notice or ather satisfactory evidence af the amount due.
(m} Tenant shall not at any tirne use or occupy the Aremises in violatian of the
certificate of occupancy ar building permit issued for the Building or any applicable
zoning ordinance. The statement in the Lease of the nature of the business to be
conducted by the Tenant in the Premises does not constitute a representation or guaranty
by the Landlord that such business may be conducted on the Premises or is]awful under
the certificate of occupancy or building permit or is otherwise permitted by law.
(n} Tenant shall not vacate ar abAndan the Aremises,and shall continuously
operate and canduct its business within the Aremises in a first class and reputable
rnanner. Tenant shall conduct its business in such a manncr both as regards noise and
other nuisances,as will not unreasonably interfere with,annoy or disturb any othcr
tenant in the conduct of its business, or the Landlord in the management af the Building.
(o) Tenant,and Tenant's employees,agents,cantractors, licensees, invitees,guests
ar customers,shall not generate,store or spill upon,dispose of or transfer to or from the
Premises or Landlord's Praperty any hazardous waste materials(as defned below),and
Tenant shall strictly camply with all applicable laws relating to hazardous waste
materials. Tenant shall save Landlard(tagether wiEh its partncrs, beneficial owners.
trtastees,ernplayees,abents,contractors,attorneys and martga,�ees)harml�ss and
indemnified from and against any and all damages{including�vithout limitation clean-
up and remediation costs}which may be asserted on account of the presence or release
of hazardous waste materials on, in or from the Premises during the Term and any
period when Tenant(or those claiminb by or throu�h Tenant)occupies the Premises,on
account of the activities of Tenant(or those claimin�,by or through Tenant}in violation
af an��applicable laws relating to hazardous waste materials,or on account of the breach
of any of the cavenants contained in the previous sentence. Tenant a�,rees that if it ar
anyone claiming under it violares this pravisian,Tenant shaU farthwith remave the
hazardous waste materials in the manner provided by applicable law,regardless of when
such hazardous waste materials shall be discovered,and Tenant shall forthwith repair
and restore any portion of the Premises or Landlord's Property which it shal!disturb in
so removing said hazardous waste materials to the condition which existed prior to
Tenant's disturbance thereaf. The provisions of this subparagraph shall be in addition to
any ather obligatians or liabilities of Tenant under this I,ease or under applicable law,
and in additian ta any other remedies of Landlord under this L,easc ar under applicable
law,and the obli�atians of Tenant uncier this subparagraph shaU survive the terminatian
of this Lease.
For purposes of this subparagraph,"ltc�:ardot�s tivaste nralerials"shall mean any
subsiance which is or becames defined as hazardous waste,hazardous material ar oil
-1'7-
under any Federal, State or local laws,or which is toxic,explosive,corrosive,
flammabte, infectious, radioactive,carcinogenic or athcrwise hazardous to health and
which is or becomes regutated under any applicabte la�v.
(p) Tenant shall temporarily kcep aU refusc and rubbish generated at the Premises
in covered cantainers within thc Premises,stc�re sanne in a sanitary and si�htly manner,
and regularly removc sucl�refuse and rubbish fram the Prenuses to an exteriar dumpster
or other containers provided by Landlord at the Pcoperty. Tf Tenant's use of the
dumpster or other containers shall be deemed excessive by Landlord,Landlord may
require Tenant to pay a fee for such use and disposal,or may require Tenant to be
responsible,at its sole cost and expense,for the removal of all its refuse and rubbish
from the Aroperty.
(q) Tenant shall keep the Prernises fully eyuipped with all required safety
appliances and equipment, including withaut limitation fire extin�;uishers.
(r) Tenant hereby represents to the Landlord that, if Tenant is an enCity: (i)ihe
entity constituting Tenant has been duly formed in the Commonwealth ot'
Massachusetts, it is in goad standing,and all annual reports and other filings required
under Applicable Law have been made and are current and accurate, and that throughout
the Term of the Lease,the entity constituting Tenant shall make all required filings and
be and remain in baad standing; and(ii)it has the authority to enter into this Lease, that
the execution and delivery of this I..ease is nat in contraventian aP its chaMer or by-laws
or applicable state laws, and that this Lease has been duly authorized by,as appropriate,
its Board of Directors and Shareholders, its Partners, its Members, its Beneficiaries or
other ownership or management interest-holders.
14.b. Tenant's Saecific Covenants. ln additian to the covenants above,Tenant
covenants and agrees as follows:
(a) Tenant shall,during the entire Term of this[,easc, keep the Premiscs fully
stocked, furnished and set up with merchandise, materials and d�cor of a type and
quality consistent with the Pennitted Use. Tenant shall continuously aperate and
conduct its business at the Pr�mises during the entire Terrn af this Leasc,and shall keep
the Aremises fully staffed and open for business during the hours that Tenant's business
is 4pen. Tenant shall not close,reduce its operations,abandon the premises,close the
business at the Premises ar otherwise let the Premises"go dark"at any time during the
Term.
(b) The Premises, inclading without limitation all storefronts,as well as all
exteriar areas in frant af the Premises and its starefrant, shall be kept by Tenant in a
neat and arderly condition, frce of all litter and trash,and cansistent with the Permitted
Use and the first class nature of the Building and its other tenants. No posters or paper
wilt be allowed on the windows of the Aremises at any time, except for signs as
expressly provided in Section l4.
(c} Tenant shall keep all doors between the Premises and the Building's interior
concourse closed at all times(except when people are actually entering or]eaving the
Premises),and said doors shall never be propped apen or otherwise kept in an open
position.
(d) Tenant shall be responsibl+�far keeping the exterior areas in front af the
Premises free of snow and ice and properly salted and sanded,so such areas are and
remain safe for pedestrians,customers and employees accessing the Premises.
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(e) Tenant shall keep the Prernises�nd adjoining partions of Landlord's Praperty
free of pests, insects, radents and ather vermin,and shall cause same to be exterminated
by a professional pest contral campany on a reasonable schedulc as reqttired,but na less
frequently than quarterly(unless pest problems Are discovered, in which event mare
frequent exterminatian may bc reyuired by C.andlord),and Tenant shalt provide
Landtord with a copy of its pest control service contract.
{� Tenant shall not permit any loud sounds or noises(including music)to be
emitted from the Premises so as to be reasonably audible in the Common Areas or to
other tenants or occupants of the Building,the sidewalks and streets adjacent thereto or
any adjoining properties.
(g} Tenant shall not permit any of Tenant's customers,vendors,emptoyees,
contracto�s or agents to park in any of the parking areas or spaces on Landlord's
Property(except ta the extent Tenant has rights to use any parking spaces,pursuant to
separate arrangecnents with Landlard),and shall take reasonable steps to advise its
employees and customers that they cannat park in such areas.
{h} Landlord a�rees that, in cannectican with the Pern�itted Use,Tertant may
engage in the retail sale af alcoholic bevera�es in sealed and unapened bottles and
containers("Alcolrolic Bevercages")at ar fram the Premise far off•premises
consumption. Tenant acknawledges that, but far Tenant's assurances given below,
Landlord would not permit the sale of Alcoholic Bevera�;es on the Premises.
Accordingly,Tenant covenants and agrees with Landlord as follows:
I. Tenant may sell Alcoholic Beverages on or from the Premises only if
it has first received the Liquor License(as defined in Section 3.a abave),and
so long as the Liquor License remains in full force and effect,and all
Alcoholic Beverages shall be sold only in strict accordance with the Liquor
License, and all of its terms, conditions and limitations, includin�without
limitation any limits contained therein regardin�hours ofoperation or
regarding the percentage of sales or floor area devoted to liquor sates.
2. priar to any sale of Alcaholic Bevera�;es, Tenant shall provide
Landlord with a copy of the Liquor License,and shall provide Landlord with
copies ofany renewals ar madificatians thereta pramptly upon receipt
thereof.Tenant sh�ll also pramptly pravide C,andlord with capies of any
notice of violatian,revacatian,hearin�;or camplaint Tenant receives fram
gavernmental autharities or any other party in connection with the Liquor
License or atherwise in connection with its sale of Alcoholic Beverages at the
Premises, including without limitation, notification that it has been placed on
the Commonwealth of Massachusetts Alcoholic Beverage Control
Commission's delinquent list.
3. Any Alcoholic Beverages sold shall be solely for tater consumption
by consumers. In no event shall any Alcoholic Beverages i�e opened or
served at the Premises or anywhere on the Property,and no Alcoholic
Beverages shaU be consumed at any time at the Premises or anywhere on the
Praperty. it shall be Tenant's obligation,at its cost,to properiy police the
Premises and Property to assure that none of the foregoin�occurs.
4. Tenant shall,at is sole cast and expense,at all times pravide
appropriate and adequate security at the Premises(including an alarmed
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security system}for the storage of all Alcoholic Beverages thereat and the
protectian af persans and praperty in connectidn iherewith.
S. At all times,Tenani shall keep in force,at its expense,drarn shap
insurance naming Landlord, Landlord's management company and any
mortgagees as insureds, in the amount of no less than$2,000,000.00,or such
higher amount as Landlord may from time to time reasonably require,and
shall promptly provide Landlord with a certificate of such insurance prior to
the commencement of the sale of Alcohalic Beverages at the Premises and at
least 30 days prior to the expiratian af such policy,and if Tenant fails to
procure,kecp in force and provide such certificates to I.andlord,Landlord
may obtain such insurance on Tenant's behalf, and Tenant shal(pay Landlord
for all costs of same as additional rent hereunder promptly upon billing
therefor.
6. Landlord's agreement to permit the sale of Alcoholic Beverages by
Tenant,or its procurement or payment for any insurance in connection
therewith,shall nat in any respect�vhatsaever be deemed an
acknotvled�;ement by Landlord that its ownership of the Building,this Lease,
or the Permitted Use hereunder, imposes any responsibility upan Landlord for
hazards or liabitities arising therefrom,all of which are hereby exclusively
assumed by Tenant;and in addition to other indemnity provisions set forth in
this L.ease,Tenant hereby� ind�;mnifies and holds hattnless Landlard, its
of�ccrs,panners,members, managers,contractars,a�ents and emplayecs,
and those in privity of estate�vith Landtord or any of said parties,from and
against all claims,expenses or liabilities of whatever nature(inctuding
attomeys' fees)arising,directly or indirectly, from any accident, injury or
damage that resu�ts or is claimed to have resulted from the presence or sale of
alcoholic beverages an or fram the Premises.
'7. In addition ta any ather remedies Landlard has under the Lease,
upon any Event of Default under this subsection, Landlord may immediately
prohibit Tenant from selling any Alcoholic Beverages on or from the
Premises.
Tenant understands that each of the covenants in lhis Section 19.b,each of which relate ta
Tenant°s operations at the Premises,are af crucial and material impartance ta Landlard and to the
overall success of the Buildin�;as a multitenant retail f�ciliCy,and Tenant understands that
Landlord wauld not enter into this Lease with Tenant absent Tenant's agreement to camply fully
and strictly with each of the foregoing covenants.
20. TEi�IANT'S DEFAULTS
The follawing shall be deemed ta be defaults hereunder:
(a} If Tenant shall fail ta pay the F"ixed Rent when due hereunder and such failure
continues for more than 7 days after the date due;or if Tenant fails to pay a»y othcr
additional rent or other charges provided for hereunder and such failure continues for
more than 7 days afier written notice from Landlord designating such failure;or
(b} If Tenant shall fail to comply with any other obligation or covenant hereunder
and such failurc continues for mare than 30 days afler written natice from Landlard ta
Tenant specifyin�such failure(except that the notice and cure period far Tenant's failure
to camply with any of the covenants cantained in Section 19.b shall be 2 days);
pravided, if such failure by its nature cannot be cuced within 30 days,Tenant shall be
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given such additional time as is reasonably necessary, not to exceed GO days in total
(provided such additional time shall not be applicable to any failure to comply with any
covenant under Section 19.b), provided Tenant has commenced diligently to correct said
faiture and thereafter diligently pursued such carrection to completian;or
(c} If Tenant or any guarantar ofTenant's r►bli,�ations undcr this L.ease rnak�s any
assignment for the benefit of creditors, commits any act of bankruptcy or files a petition
under any bankruptcy or insolvency law; if a petitian is filed a�ainst Tenant or any
guarantor and is not dismissed within 45 days; if a receiver or similar officer becomes
entitled to Tenant's leasehotd hereunder and is not returned to Tenant within 45 days;or
if such leasehold is taken from Tenant on executian or other process of law in any
action.;or
(d) IfTenant is a corparation or ather entity.its failure to remain a corporatian ar
ather entity in�aad standing and quali�ed to do business in Massachusetts.
21. RIGNTS OF LANDLORD UPON TENANT'S DEFAULT
21.a. Landlord's Remedies. In the event any default shall accur,Landlord shall
have the right,then or at any time thereafter,at its sole election either:
(1) To terminate this Lease by written notice to Tenant,which termination
shall take effect an the date of Landlord's givin�af said notice or an any
later date specified in Landlard"s terminatian natice; ar
(2) Ta enter upon and take possession af the Premises(or any part thercaf in
the name of the whole)without demand or notice,and repossess the same
as of the Landlord's former estate,expelling Tenant and those claiming
under Tenant, forcibly if necessary,without being deemed guiiry of any
manner of trespass and without prejudice to any other remedy for any
default hereunder.
Landlord's repossession of the Premises under this Sectian shall nat be construed ta cff'ect a
termination of this I.ease, unless Landlord sends Tenant a written nadce of termination as required
hereundcr. Tenant hereby waives any ri�hts of redemption ur►der Massachusetts General Laws
chapter 18b.
21.b. Relettin�, i.andlord shal) have the right(at its sole election and whether or
not this Lease shall be terminated)to relet the Premises or any part thereof for such period or
periods(which nnay extend beyond the term)and at such rent or rents and upon such other terms
and conditions as Landlord may deem advisable,and in connection with any such reletting,
C,andlord may make or cause ta be rnade such additions, alteratians and impravements to the
Premises as Landlard n�ay deern advisable.
2I.c. Removal of Goods. if Landlord shall terminate this Lease or take possession
of the Premises by reason of a default,Tenant,and those claiming under Tenant,shatt forthwith
remove their goods and effects from the Premises. If Tenant or any such claimant shall fail so to
remove forthwith, Landlord,without liability to Tenant or to those claiming under Tenant,may
remove such goods and effects and may store the same for the account of Tenant or of the owner
thereaf in any place selected by Landlard or,at Landlard's sole election,I..andlard may sell the
sarne at pubtic auction ar at private sale on such tenns and conditions as to price, payment and
otherwise as Landlord, in its sole judgment,may deem advisable. Ten�nt shall be responsible for
aU costs of removal,storage and sale,and Landlord shall have the right to reimburse itself from
the proceeds of any such sale for all such costs paid or incurred by Landlord. If any surplus sale
proceeds shall remain after such reimbursement, Landlord may deduct from such surplus any other
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sum due to Landlord hereunder and shall pay over to Tenant the remaining balance of such surplus
sale proceeds,if any.
21.d. Curreni Damas;es. Na termination or repossessioa provided for in this Section
shall relieve Tenant or any guarantor af its liabilities and obligations hereunder or under its
instrument of guarantee,all of which shall survive such termination ar repassession. In th�event
of any such termination or repassession,Tenant shall pay Landlord, in advance,on the first day of
each month(and pro rata for the fraction of any manth)for what would have been the entire
balance of the term, one-twelRh of the Annual Rental for the E'remises,as defined in Section 21.e.
herea�, (ess the proceeds(if any)of any relettin�af the Premises which remain aftcr deductin�
Landlord's expenses in connection with such reletting. Such cxpenses shall include,without
timitation,removal,storage and remodeling costs,the cost of painting and refurbishing the
Premises,and attorneys' and brokers' fees.
21.e. Annual Ftental. The Annual Rental for the premises shall be the tota) afthe
Pixed Rent and additional rent, and all other charbcs payable by Tenant(whether or not to
�andlord)for the year ending next prior ta such terniination or repossession.
21.f. Liauidated Dama�es. In lieu of any other damages or indemnity and in lieu of
full recovery by Landlord af all surns payable under all the faregoing provisians afthis Section,
L,andlard may by written notice to Tenant,at any time after termination af this Lease or
repossession of the Aremises,and before such full recovery,elect to recover,and Tenant shall
thereupon pay,as liquidated damages,an amount equal to the Annual Rental accrued in the twelve
months ended next prior to such termination plus the amaunt of rent of any kind accrued and
unpaid at the time af terminatian ar repossessian and less the amount of any rccovery by I.andlard
under the foregaing provisions of'this Section up to the time of payment of such liquidated
damages,plus in any event all costs of enforcement. Nathing contained in this Lease shall,
however, limii or prejudic�ihe righ[of Landlord to prove for and obtain in proceedings for
bankruptcy or insalvency by reason of the termination of this Lease,an amaunt equa]ta the
maxirnum allowed by any statute ar rule of law in efi`ect at the time when,and gaverning the
proceedings in which,the damages are to be proved,whether or not the amount be greater, equal
to,or less than the amount of the loss or damages referred to above.
21.�. Remedies Cumulative. Any and all rights and remedics which Landlord may
have under this Lease and at law and equity,shall be cumulative and shall nat be deemed
incunsistent with eacf�other,and any two or more of all such rights and remedies may be
exercised at the same time insofar as permitted by law.
21.F�. Landlorc�'s Ri�;ht to Cure Defaults. Landlord shall have the ri�ht but not the
abligatian,to cure at any time and withaut notice,any default by Tenant under this Lease.
Whenever Landlord so elects,all costs and expenses incurred by Landlard, including reasonable
attomey's fees, in curing a default shall be paid by Tenant to Landlord on demand,as additional
rent hereunder, together with lawful interest thereon from the date of payment by Landlord to the
date of payment by Tenant.
21.i. Costs af Enforccment. Tenant shall pay,wiihin 7 days after receipt of
Landlord's bill therefor,all costs and expenses(includin�without limitation reasonable attorneys'
fees)incurred by Landlord in enforcing Tenant's obligatians or Landlord's rights under this Lease.
21 j. Inkerest. In ttte cvent any rc�nt(whether Fixed Rent or�dditionat rent)or any
other paymcnts due fram Tenant under lhis Lease arc not paid when due,then Tenant shall pay to
Landlord,as additional rent, interest on such overdue amounts from the date such amounts
become due to the date on which same are paid at an interest rate equa!to 1 1/2% per month.
22. RECORDING
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The panies agree nat to rccord this Lease, Hawever, ifthis Lease is for a term
(including any options}of mare ihan 7 years,either Landlard ar Tenant may record a Natice of
Lease in the form suggested by the applicable statute,with such recording to be at Tenant's
expense.
23. LIABILITY OF LANDLORD
In na event shall [.andlard he liable far any breach of covenant during the Term unless
the same shaU occur during and within the period oftime that it is the record owner of and in
possession of Landlord's Property. It is specifically understood and agrecd that there shall be no
persQnal liability under this Lease for any of the obligations of the Landlord hereunder, and no
trustee,beneficiary, joint venturer, tenant in common, partner(general ar limited),member,
sharchalder,directar ar officer af Landlord shaU h�ve any personal liability hereunder. Tenant
agrees to look anly ta Landlard's interest in the Building for satisfactian o1"any claim a�ainst
Landlord hereunder.
The failure of Landlord or any utility or utility supplier to provide any service to the Premises to
any specific degree,quantity,qualiry ar character shall not form a basis of claim for damages or
breach of cavenant against l.andlord,ar any off'set of rent. The placement by Tenant af any
gaods,wares and merchandise in the I'remises or any arcas within Landlord's Praperty shall be at
the sole risk and hazard of the Tenant.
In na event and under no circumstances whatsoever shall Landlord be liable to Tenant for any
indirect, incidental ar eansequential damages in connectian with any act af Landlord, its agents ar
employees.
24. FORCE MAJEURG
In any case�vhere Landlord is required to do any act,the time for the performance
thereaf shall be extended by a period equal to any delay caused by or resulting from Act of Gad,
war,civil comnnotion,fire or other casualty, labar difficulties,shartages af labor,materials or
equipment,government regulatians or ather causes beyond such party"s reasonable canlrol,
whether such time be designated by a fixed time or"reasonable time."
25. MECHANICS' LIENS
The Tenant will not permit any mechanic's or materialmen's or other liens to stand
against the Premises ar Landlard's Pro�erty far any labor vr materials funnished the Tenant in
conneetian with wark of any character perfarmed an the Premises by ar at the directian of the
Tenant. Any such lien shall be discharged within ten days. If Tenant fails to discharge such lien,
Landlord may do so at Tenant's sole cost and expense.
26. WAIVER;ACCORD AND SATISFACTION
The waiver of one failure to comply with any term,conditian,covenant,abli�;adon or
agreement of this Lease shall not be considered to be a waiver of that or any othcr term,condition,
obligation or agreement or of any subsequent failure.
No acceptance by Landlord of a lesser sum than any sum due under any provisions of this Lease
shall be deemed ta be other than on account af the earliest installment of such sum due,nor shall
any endorsement or statement an any check or letrer accompanying any check ar payment be
deerrted ttn accord and satisfaction,and[.andlord may accept such check or payment without
prejudice to any rights to recover the balance of such instaltment or pursue any other remedy in
this Lease provided.
27. dEFINITIONS
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The words"Landlorcl"and"Tenant"as used herein shall include their respective heirs,
executars,administratars,successors,representatives,assigns, invitees, agents and servants. The
wards"it","he","she","hirn","her","them"or"they",ar similar wards,where applicable shaU
apply to the Landlord ar Tenant regardless ofgendcr, number,corporate entity,trust or other
body. lf more than one party signs this Lease as Tenant,the cavenants,conditions and agreements
of the Tenant shall be joint and several obligations of each party.
28. GENERAL AROVISIONS.
It is agreed as follaws:
(a} If any provisian afthis Lease or the application thcreaf to any person or
circumstance shall be to any extent invalid or unenforceable, the remainder of this Lease
and the application to persons or circumstances other than those as to which it is invalid
or unenforceable shall not be affected thereby,and each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.
(b) In no case shall rnention of spccific instances undcr a rnare�eneral provision
be construed ta limit the generality af said pravision.
(c) The section and article headings throughout this instrument are for
convenience and reference only,and the words contained therein shall in no way be held
to limit,define or describe the scope or intent of this Lease or in any way affect this
Lease.
(d} This Lease shall be construed without rebard ta any presumptian or other rule
requiring construction against the party causing this[.ease to be drafted.
(e} This Lease shalt constitute the only agreement between the parties relative to
the Premises and no oral statement�and no prior written statements,agreements or other
matters relative to the Premises and not specifical(y incorporated herein shatl be of any
farce or effect. In entering inta this C.ease,the Tenant relies salely upon the
representatians and agreements cantained herein. This Lease shall not be modified
except by writing executed by both parties.
(f} Tenant covenants and agrees that,notwitl�standing any other provision of this
Lease to the contrary: the obligations of Tenant under the Lease, includin�the
obligation to pay the Fixed Rent,additional rent and other charges when and as
provided for therein, are covenants which are independent af any covenants or
obligations ta be performed by Landlord thereunder;and na breach af any obligatians ar
covenants ta be performed by Landlord thereunder shall givc rise to any right of
termination of the Lease by Tenant,or any right to withhold,setoff, abate or otherwise
reduce the payment and other obligations of Tenant thereunder.
(g) Agents or employees of the Landlord have no authority to make or a�,ree to
make a lease or any other agreement in connectian herewith, The submissian of this
dacument or a summary of some ar all of its pravisians far examination and negatiatian,
or the executian of a letter of intent or a proposal letter ar similar dacument does nat
constitute an option to lease,or a reservation of,or option for,the Premises,and this
dacument,and the rights af Tenant with respect to the Premises,shall become effective
and binding only upon the executian and delivery hereof by both parties.
(h) This C,ease shalt be canstnued accardin�ta the laws of the Commonwealth of
Massachusetts, and all actions braught under this Lease shnU exclusively be brough in
tl�e state courts of,and located in,the Commanwealth of Massachusetts.
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29. EXECUTION
This C.ease may be executed in any number af caunterparts and each fu11y executed
counterpart shaU be deemed an origiaal.
30. NOTtCES
Any notices required under this Lease shall be in writing and delivered by hand or
mailed by registered or certified mail ar by overnight mail by a nationally recognized carrier: if to
Tenant,to the Prernises; and if to Landlord,care of its managernent agent,
Spaulding Management LLC, C1ne Concord Fanrrs,490 Virginia Raad,Cancord,Massachusetts
01742. Such addresses may be changed by either party by written notice to the other in
accordance with this Section. Time is of the essence with respect to all notices and periods for
giving notices or taking any action thereto under this Lease,
31. BROKER'S INDEMNITY
Tenant hereby represents and warrants that it has dealt with na brakers in connectian
with this I.ease. Tenant hereby a�,rees to hold[.,Andlard httrmless frarn,and indemnified against,
all loss or damage(including,without limitation,the east of defending sarne)arising fram any
claim by any broker or finder claiming to have dealt with Tenant.
32. HO�DING OVER
If for any reason Tenant hotds aver or occupies the F'remises beyond the Term,then
Tenant shalt have na mare rights than a tenant at sufferance{or,at L,andlord's sale optian,such
halding aver shaU constitutc tt tenancy from month ta manth,terminAble by either party upan 3U
days prior written notice to the other),and, in any case,Tenant shall be liable for payment of rent
during such period in an amount equat to two times the rent(including Fixed Rent and all
additional reni)payable hereunder far ihe final year of the Term prior to such holding over. Such
tenancy shatt othenvise be on the same terms and conditions as set forth in the Lease,as far as
applicable. Nothing in this Section shall be canstrued ta permit such halding over,ar to limit
Landlard's other ri�;hts and remedies on account thereof.
33. LANDLORD'S MORTGAGES
After receiving notice from Landlord or from any person, firm or other entity that such
person,firm ar other entity holds a mortgage,which includes the Premises as part of the
mortgaged premises,no notice from Tenant to Landlord shall be effective unless and until a copy
of the same is given in accordance�vith this Lease ta such holder,and the curing af any of
C.andlard's defaults by such halder shall be treated as performance by Landlard, it being
understood and agreed that such holder shall be afforded a reasonable period of tirne after the
receipt of such notice in which to effect such cure.
Tenant shall caoperate with Landlord so that Landlord will be able to proc�re mortga�e financing
for any and all of Landlord's properties. Upon request,Tenant a�rees to execute and deGver to
Landlord estoppe) or affset letters as reasonably required by Landlard`s mortgage lenders.
34. GUARANTY
This Lease is canditioned on the simultaneous execution and delivery to Landlord of a
Guaranty of Lease, in the form attached hereto as Exhibit C,by Anukul Biswas, individually.
Executed under seal as af May ,2024.
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TBNANT.•
BISWAS�NTERpRIS�,MC.
��, ,�, ,
Br-
Name: Anukul Biswas
Titie: Presidettt and Tc+easurer
duly authoriz�d
LA111DLORI):
LEXINGTON SQUARE TRUST
By its rnax�aging agent
5PAUL� G MANAGEMENT LLC
By:
ame: n E,5p,aulding,
Tidc: Nfanager
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EXHIBIT A
Plan of Premises � � ' � �
i
A-2� :
EXHIBIT B
. Rules and ReguMations
1. The entrances and stairways shall not be encumbered or obslructed by Tenant,Tenant's
agents, servants, employees, iicensees or visitors or be used by them for any purpose
other than for ingress and e�ress to and from the Aremises. Landlord reserves the right to
restrict and regulate the use of the public areas of the Building by Tenant,Tenant's
agents, employecs,scrvants, liccnsces and visitors and by persons making deliveries ta
Tenant and the right ta designate which building entrance or entrances sha{)he used by
persons making deliveries in the Building.
2. Na sign,advertisement, notice or other lettering shall be exliibitcd, inscribed,painted or
affixed by Tenant on any window or part of the outsidc or inside of the Premises or
Buitding withaut thc prior written consent af Landtord. In the event of the violatian of
the foregoing by Tenant, Landlord may remavc same without any liability and may
charge the expense incurred by such remaval to Tenant. All interiar and exterior
signage shall be inscribed,painted or affixed by Landlord or by Landlord's vendors, first
approved by Landlord,and shall be of a size,color aad sryle acceptable to the Landlord.
3. A bui{ding directory tablet for office tenants will be furnished and installed at the
expense af I.andlord,and the number of listings therean for Tenant shall be at thc
discretion of Landlord.
• 4. The windaws and doors that reflect or admit light and sir inro the haUs,passageways or
other public places in the Building shall not be covered or obstructed by Tenant, nor
shall any bottles,parcels or other articles be placed on the windowsills.
5. No displays, posters or other articles shall be put in fcont af or affixed to any part of the
exterior af the Building nar ptared in the corridars or labbies,without the prior written
consent of Landlard.
6. The water and wash closets and other plumbing fixtures shaU not he used for any
purposes other than those for which they were constructed,and no sweepin�,rubbish,
rags,paper towels or other substances shall be thrown therein. All damages resulting
from any misuse of fixwres by Tenant,its servants,employees,agents,visitars or
licensees shaU be borne by Tenant.
� 7. Tenant shall not mark, paint,drill into ar in any way deface any part afthe Premises ar
the Building. No boring,cutting or stringing of wires shall be permitted except with the
prior written consent of Landiord and as Landlord may direct. Tenant shatl not lay floor
coverin�other than rugs,so that the same shall come in direct contact with thc floor of
the Fremises;the use of cement or similar adhesive material being expressly prohibited.
The foregc�ing shall not be applicable ta any alterations appraved of by Landtard
� pursuant ta the terms af the Tenant's lease.
8. Na bicycles,vehicles or animals af any kind shall be brought into or kept in or about the
Premises.
9. No space in the Building shat)be used for manufacturing or for lodging,sleeping or any
illega!purposes. No space ather than space so designate by Landlord shall be used for
the storage of inerchandise or for the sale of inerchar►dise,goads or praperty,and na
auction sales shall be made by Tenant without the prior writtan cansent af Landlord.
l0. Tenant shall not make, or permit to be made,any unseemly or disturbing noises which
disturb or interfere with occupants of this or neighboring buildings or premises or those
zg
having business�vith them whether by the use of any musical instrument, radio,
television,talking machine,unmusical noise,whistling,singing or in any other�vay.
Tenant shall not throw anythin�,out oi'the doors or windows,or down the stairs, nor
sweep anything into the carridars,stairs or ather public areas of the Building.
l.l. No additional lacks or bolts of any kind sl�all be placed upon any of�the doors or
windows by Tenant, nor shall any changes be made in existing locks ar the mechanism
� thereof without the prior written consent of Landlord. Tenant must,upon the
. termination of its tenancy, return to Landlord all keys(including security pass cards)for
the Building,the Premises and for storage areas and�estrooms,either furnished to or
otherwise procured by Tenant; in the event of the loss of any keys so furnished,Tenant
shall pay to Landlord the cost thereof.
12. All remnvals or the carrying in or out of all safes, frei�,ht, furniture*or bulky mattcr af
any descriptian must take place during the haurs which Landlord may designate fram
time to time. Landlord reserves the ri�;ht lo inspect all freight tc�be brought inta the
Building and to exclude from the Building all freight which violates any of these Rules
and Regulations or the Lease or any governmenta!codes and la�vs.
13. Tenant shall not occupy or permit any portion of the Premises to be accupied as an
office for an employment bureau, public stenographer or typist or for the passession,
starage,manufacture or saie af narcatics or illebal drugs.
l4. Landlard shall have the right to prohibit any advertising by any tenani which, in
Landlord's opinion, tends to impair the reputatian af"the [3uildin�;or its desirability as a
� building for quality m�rchandising and executive offices, and upon written notice from
Landlord,Tenant shall refrain fcom or discontinue such advertising. Tenant shall not
use the n�me of the F3uilding or that of the owner in any advertising withoui the express
consent in writing by Landlord. .
I 5. Tenant,befare clasing and teavin�the Premises at any tirne, shall see that atl entrance
doors from the Premises and all Building entrance doors and doars into common and
stair landings,are closed and lacked.
_ 16. Tenant,before entering or leaving the Premises during non-business hours{refer to next
item}shall see that exteriar doors leading outside from common veslibules are closed,
locked and bolted.
l7. Landlcrd reserves ihe right to exclude from the Building's inte�ior comm�n areas during
- non-business hours--such as befare 8 a.m.and after 6 p.m. on weekdays,Saturdays,
and half-halidays and durin�all hours an Sund�ys and full halidays-- ail vendars,
visitors and persons not under the direct supervision of the Tenant and not narmally
authorizcd by Tenant to have access ta th� Buildin�;during non-business haurs. Tenant
shalt be responsible and liable to Landlord for all of the acts of all Tenant's personnel,
customers and invitees who have access to th� 13uilding. Landlord may require all
persons given access to the Building during non-business hours to sign a register on
entering and leaving the Building.
18, Each tenant shall,At its expensc,provide artificial light far the employees of Landlard
.. while daing janitar's service or od�er cleanin�and in making repairs or alterations in the
Prernises. Landlard shall be in na way respansible ta any tenant for loss af property
from ihe Premises,however occurring,or for damage dane to ihe furniture or other
effects of any tenant by Landlord's agents,employees, or contractors doing work in the
Premises.
19. The requirements of tenants will be attended to only upon application to Landlord's
agent or at the office of the Building. Landlord's employees shall not perforrn any work
z4
ar da anything outside oE their regular duties except under special instructions from the
ofCtcc of the Landlard or its agent.
20. Canvassin�,solicitin�and peddling in the Building are proltibitecl,and Tenant sha1)
assist the Landlord to prevent such acts. •
21. Na hand trucks, except those equipped with rubber tires and side guards,shali be used in
' any space or in common areas of the Building,eithcr by the Tenant or by jabhers or
olhers.
22. Without first ohtaining Landlord's written permission,Ten�nt sha11 nc�t install, attach or
' bring into the Prem�ses any equipment,ather than narmal business equipment such as
electric typewriters,calculators, and ihe like, or any instrument,duct, refrigerator,air
conditioner,water cooler ar any other appliance requiring the use of gas,etectric current
or water. Any breach of this covenant�vill authorize Landlord io enter the Fremises,
remove•whatever Tenant may have so installed,attached or broubht in, and charge the
cost of such removal and any damagc that may be sustained thereby as additianal rent,
� payable at the aptian of the[.ttndlord, irnrnediately ar with the next momh's rent
accruing under this leasc.
23. Neither Tenant nor its servants,employees, agents,visitors or licensees shall at any time
bring or keep upon the Premises any flammable,cambustible or explosive fluid,
chemical or substance,except such items as may be incidentally used,provided Tenant
natifies Landlard of thc lacation thereaf and makes adequatc pravision fbr the safe
staragethereafi
. 24. Landlord strictly prohiUits Tenant from cooking in the Premises,or conducting any
� . . restaurant, luncheor�ette or cafeteria for the sale or service of food or beverages t�its
emptoyees or to others. The foregoing shall not apply if the Tenant's Permitted Use
inctudcs restaurant or food service uses.
25. Typical floors Are desi};ned to carry live loads not e�ceeding fifty(50)pounds pec squarc
faat. Safes and other especiatly heavy items shall nat he lacated in the Preitiises withaut
Landlord's prior written approval.
26. Alt deliveries to or from the Premises, and all removal of refuse;trash and the like from
the Premises shaU be accomplished through the exterior doors of the Premises,or if the
Premises daes not have exteriar docrrs,throu�;h such daars,corridors'and exits as
� I.andlard may designate from time ta time. In na event(unless specificalty agreed to in
� • • writin�;by the L.andlord)shall the interior pedestrian concourse of the Building ar oth�r
pubtic common areas be used by Tenant or the tenAnt's servants,employecs,agents and
business invitees for any deliveries,either to or from the Premises or for the removal of
. rubbish from the Premises�r for any other purpose except only for pedestrian access and
egress.
2']. A11 serving,supplyin�,or consumption ot"alcohol and alcahalic beverages an the
i'remises,the Comman Areas or any.where on Landlord's Property is strictty prohibited.
. • One-time events,receptions and the like invalving the serving of alcohol or alcohalic
beverages shall be permitted only upon the prior written consent of the Landtord,which
- may be given or withheid at Landlord's sole discretion,and, if consented io;shall be
• subject to any and all restrictions, requirements and timitations.as Landlord shaU reyuire.
30
EXHIBIT C
• Guaranty of Lease
Guaranty of Lease,dated May ,2U24,by
ANUKUL BISWAS,individually("Guara��tor"),
ta
LEXINGTON SQUARC TRUST(the"Landloru�").
Landlard is the owner of certain property known as Lexington Square and located at 1666
Massachusetts Avenue in Lexington,Massachusetts. Landlord is entering into a lease(the
"Lease"),of even date with this Guaranty of Lease,of a partion of said property witt�BISWAS
ENTERPRISE, lNC. (the"Tenu�tt"). � .
The Landlord as a candition precedent of its execulion and delivery of the Lease has requiced that
the Guarantar�;uarantec to Landlord the punctual perfarmance and abscrvance of all obligatians
of Tenant thereunder,as hercin provided.
Now,therefore,in consideration of the execution and delivery by the Landlord of the Lease,the
Guarantor hereby covenants and ag�ees with the Landlord as follows:
l. The Guarantor hereby uncoaditianally guarantees to the Landlard:
(a) The full and punet�al payment as ihey accrue and become due of all rents of
• every kind,additionai rents and all other char�es to be paid by the Tenant under the
Lease;and
(b) The fup and punctual performance and abservance of all other terms,
covenants,conditions,wananties, indemnifications,agreementsand obligations of
Tenant under in the Lease;and
(c) All damages that may arise in consequence of the non-payment,
• nonperformance or nonobservance of the fore�oing obligations. � '
2. The Guarantor upon written natice of the Tenant's default from the Landlard,shall make
� punctual and full payment of said rents,additional rents and other charges'and perform such other
abligatians as the Tenant is abligated under the Lease.
3. The Guarantor hereby waives all suretyship defenses generallx,,includin�,demand,
notice and protest, and further covenants and agrees that it shalt not be released from the
' obligations of this Guaranty,nor shatl said obligations be diminished or otherwise affected by any
of the following:
(a} Any extension of time or other favor or indulgence granted to the Tenant under
the Lease or by any waiver wiih respect to the payment of rents,addidanal rents and
other charges ta be�aid by the Tenant ar with respect ta the performance and �
observance of any other tenant obH�ations under the Lease;or
(b) Any assignment of the Lease or any licensing or sublettin�of all or any
partion of the Premises;or �
(c} The acceptance by the Landlord of any security for the punctual and full
payrnent of said rents or the punctual and full performance and observance of said
� tenant obligatians,or thc release,surrender,substitutian or madificatian of any security
from time to time held by thc I.andlord, or by any act or omission to act by the Landlord
with respect to any such security;or
31
(d} Any other act or amission to act by the i.andlord;or
� (e} Any athcr matter whatsaevcr whereby the Guarantor wauld or might be
released,it being the intent hereaf tl7at the Guarantor shall at a11 times be and remain
liable ta the Landlord to the samc extent as if it was jointly and severally liable with the
Tenant to the Landlord for the performance of all the terms,conditions and provisions in
said Lease contained on the�art of the Tenant to be performed.
Any amendment or modificatian of the Lease that modifies Tenant's obligadons shall
madify this Guaranty accardingly,which Guaranty shall rernain in farce and ef`fect with
res�ect to the Lease,as it may be amended or madified.
4. This Guaranty is an absolute,unconditional,unlimited and continuin�guaranty ofthe
obligations stated in Paragraph t abave,and not of their col(ectability only. Guarantor does
hereby covenant and agree that its liability under this Guaranty shall he primary,and Landlord •
shall be entit]ed to proceed directly against Guarantor for the payment and performance of such
obH�ations,withaut first pursuin,�or exhausting any retnedy which the Landlord may have against
the Tenant,this Guararny is in na way conditianed an any requirement ihat Landlord first attempt
ta collect or enforce any of such oblibations from or a�;ainst the Tenant,or on any other
contingency. Guarantor further waives any right which it would or might have at law or in equity
or by statute to require that the Landtord,before enforcing the obligations of the Guarantor
hereunder,pursue or othenvise avail itself of any rights or remedies which it�vould or might have
a�ainst the Tenant by reasan of any failure punctually to pay rents,additional rents and ather
charges to be paid under the Lease or�unctually to perform and observe all ather tenant
obligations contained in the Lease. Natwithstanding the fore�ain�;, before proceeding directly
�against the Guarantor for the payment and performance of the Tenant's obligations, Gandlord shall
first apply any security deposit being held under the Lease to such obligations. Guarantor also
agrees that,in any jurisdiction, it will be conclusively bound by the judgment of any court of
competent jurisdiction in any such action by Landlord against Tenant as if Guarantar were a party
. ta such actian even thau,�h Guaran[or is not jained as a party in such action,
S. The nbligatians af the Guarantor hereunder shall in no way be released,dirrtinished or
otherwise af�`ected by reason of any va(untar��or involuntary proceedings by or against the Tenant
in bankruptcy or for an arrangement or reorganization or for any other relief under any provision
of the Bankruptcy Act as from time to time in effect.
6. The failure of`the Landlorci ta insist in Any ane or more instances upon a strict �
perfarmance ar observance of any of the ternts, pravisions or covenants of the Lease or to exercise
any right therein contained shall nat be canstrued ar dcemed to be a waiver or relinquishment far
the future of'sueh term,provision,cavenant or right,but the same shall continue and cemain in full
force and effect. Receipt by Landlord af rent�vith knowledge of the breach of any provision of
the Lease shall not be deemed a waiver of such breach.
7, ln the case of enforcement of this Guaranty,Guarantar shall be liable for and shall
indemnify L,andlord for all costs and expenses af collection, including reasonable attorneys' fees,
incurred or paid by Landlard, in additian to any amaunts which may be due under the terms of the
Lease and this Guaranty.
8. Guarantor hereby�vaives all rights to tria) by jury in action or proceeding hereafter
instituted by said Landlord to wliich Guarantor may be a party. Guarantor warrants and represents
that it has the le�al right and capacity to execute this Guaranty. ln the event that this Guaranty
shall be held ineffective or unenforceable by any caurt ofcompetent jurisdiction,then Guarantor
shall be deemed to be Icssee under the C.case with the same force and effect as if Guarantor where
expressly named as a joint lessee therein.
32
9.� The Guarantor agrees that any notice or demand upon it shaU be deemed to be
sufficiently given or served if in writing and mailed by registered or certified mail, witl�or without
return.receipt requested,addressed to the Guarantar at the address for natice ta Tcnaat pursuant ia
the provisions af the Lease.
!0. The provisions hereof sha13 be binding upon Guarantor together, individually,and jointly
and severalty,and shall inure to the benefit of Landlord and Landlord's heirs,executors, .
administrators,successors,successors in litle and assigns. If there is more than one person or
entity signin�;this Guaranty,each shalt be individually and futly liable far the obli�ations of
Guarantor under this Guaranty,and the obligatiaas aPsuch persans or entities shall be joint and
several.
11. Guarantor represents and warrants to Landlord that: Guarantor holds a majority and
controlling ownership interest in the eutity that constitutes Tenanl, and has the power to direct
Tenant's management and operation and to control Tcnant;and Guarantor deems Tenant's
entcrin� into the Lease ta be in Guarantor's best interest,and Guarantor expects to derive
substantial benefit therefrorn.
12. This Guaranry shall be governed by and construed under the laws of the Co�nmonwealth �
of Massachusetts.
Witness the execution of this instrument as a sealed instrument as of the above written date.
Name: A_nukut Biswas •
Home Address: '
33
BOARD OF SELECTMEN RECULATION
Alcoholic Beverage License Regulations Applicable to Package StoNes
Date Approved by BOS: Signature of Chair:
August 5, 2019 `L�au� '�12. .Llctce�tte
I. PURPOSE
The Board of Selectmen is duly authorized by statute to issue and to regulate alcoholic beverage
licenses. These regulations set the standards by which the Selectmen will review requests for
package store licenses.
IL GENERAL REQUIREMENTS
1. The alcoholic beverage license must be prominently displayed and available for public
viewing inside the premises.
2. All employees must be 18 years of age or older.
3. Package stores may not sell or deliver alcoholic beverages on Thanksgiving and
Christmas.
4. Unless the Board of Selectmen elects to reduce such hours as a condition of a license, the
hours for selling alcoholic beverages shall not exceed the following: Monday through
Saturday: 8:00 a.m. to l l:00 p.m. or between 8:00 a.m. and 11:30 p.m. on the day
immediately before a legal holiday. Sunday: 12:00 p.m. to 9:00 p.m.
5. No package store license shall be issued to any applicant who has been convicted of a
felony.
6. Package store licenses shall be issued only to retail establishments that specialize in the
sale of alcoholic beverages. Such licenses shall not be issued to grocery stores or
convenience stores. For purposes of this regulation, retail establishments in which
alcoholic beverages constitute 50% or more of their annual sales shall be considered
eligible for a package store license. Upon request from the Board of Selectmen,
applicants and/or license holders shall furnish proof of compliance with this regulation.
7. Automatic amusement devices in compliance with Massachusetts General Laws Chapter
140, § 177A may be lcept in licensed premises, provided that each such device is properly
licensed by the Town of Lexington as an automatic amusement device, and is installed on
the premises so as to be kept in open view at all times while in operation, and shall at all
times be available for inspection. No device designed or intended for gambling, gaming
or betting for money or property shall be permitted in a licensed premise, nor shall any
other automatic amusement device be permitted to be used for such purpose. The term
"automatic amusement device" shall mean any mechanism whereby, upon the deposit
therein of a coin ar token, any apparatus is released or set in motion or put in a position
where it may be set in motion for the purpose of playing any game involving, in whole or
in part, the skill of the player, including but not limited to such devices commonly known
as pinball machines and video or electronic games.
8. Licenses shall not be issued to establishments located within a residential neighborhood
area.
9. Package store licensees must conspicuously post a list of prices for all alcoholic
beverages being sold on the premises in each room where alcoholic beverages are
displayed or sold.
10. No license shall be sold, transferred or surrendered without the prior approval of the
Board of Selectmen.
1 l. Pursuant to state law, each applicant, whether an individual,partnership or corporation
(including its affiliated entities), is eligible to receive no more than one package store
license in Lexington.
12. All alcoholic beverage licenses are conditioned on the compliance with all applicable
state and local laws, including but not limited to M.G.L. Chapters 138 and 140, the state
building code, the ABCC Regulations and Lexington's bylaws and regulations.
13. No corporation, organized under the laws of the Commonwealth or any other state or
foreign country, shall be issued a license to sell in any manner any alcoholic beverages
unless such corporation shall have first appointed, by vote of its Board of Directors or
other similar board, as manager or other principal representative, a citizen of the United
States who is 21 years of age or older, and shall have vested in him by properly
authorized and executed written delegation full authority and control over all business
relative to alcoholic beverages which takes place on the premise.
14. Such manager or representative shall be present in the licensed premises and shall be
available to the licensing authorities at all times during which alcoholic beverages are
being sold pursuant to the license of such corporation, unless some other person,
similarly qualified, authorized and satisfactory to the licensing authorities, and whose
authority to act in place of such manager or principal representative shall first have been
certitied to the licensing authorities as set forth in paragraph 13, is present in the premises
and acting in the place of such manager or principal representative.
15. The licensee shall have a manager ot an assistant manager in chatge during open hours
who is a responsible person of good moral character, satisfactory to the licensing
authorities.
16. All managers listed on the license must provide the Board with proof of successful
completion of an accredited alcoholic beverage server training program (such as Training
for Intervention Procedures by Servers (TIPS)). All other employees must complete
similar in-house training within 30 days of hire.
17. The manager or representative is responsible for the order and decorum lcept in the
premises and in the immediate surrounding exterior area and must cooperate with Town
Officials. The property is subject to inspection by appropriate Town Officials.
18. If the licensed establishment is closed for inore than 7 consecutive days or 10 days in a
calendar year without prior approval, it shall be considered abandonment of the alcoholic
beverage license and is cause for the suspension or revocation of the license.
19. All alcoholic beverage licenses shall be conditioned on strict compliance with these
regulations, and any failure to comply may be cause for refusing to grant or renew a
license or for suspending, canceling, or revoking a license already granted, at the
discretion of the Board of Selectmen aftet consideration of all relevant circumstances.
IIL THE APPLICATION
20. Alcoholic beverage licenses are issued for one year only, subject to annua] review and
renewal by the Board.
21. No action shall be taken by the Board of Selectmen on an application until the
information requested on the application form is complete and all license fees are paid.
22. All applicants must submit to the Board of Selectmen with the application a floor plan of
the building on which is clearly marked and designated the location of proposed sales
area and starage area in which approval of the Board of Selectmen for the sale or storage
of alcoholic beverages is requested. Sales and service of alcoholic beverages are
prohibited in any areas or locations not expressly approved by the Board of Selectmen,
and no change in such area or location may be made without prior approval of the Board
of Selectmen.
23. Every application for an alcoholic beverage license made by a corporation shall state the
full names and home addresses of the president, treasurer, clerk and secretary, directors
and manager or other principal representative of the corporation. The application shall be
signed by a corporate officer duly authorized by a vote of the corporation's board of
directors or other similar board. A copy of such vote certified by the clerk or secretary of
the corporation, together with a copy of the certificate of its organization, shall be
submitted with the application. A copy of the vote appointing the corporation's manager
or other principal representative shall also be submitted with the application.
24. All applications far licenses shall be made upon blanks furnished by the licensing
authorities, shall be fully answered in detail and shall be typewritten or legibly written in
ink. Applications written in pencil, in whole or in part, will not be accepted.
25. Statements and information provided in all applications shall be made under the pains
and penalties of perjury and any false statement contained in any application shall be
cause for refusing to grant or renew the alcoholic beverage license or for suspending,
canceling or revolcing an alcoholic beverage license already granted.
26. The annual license fee is due at the time of applying for or renewing an alcoholic
beverage license. Annual fees are as follows:
(a) All Alcohol - $2,000, and;
(b) Wine and Malt Only- $2,000.
27. For a new license or change of license, a$100 administrative fee is due at the time of
application.
28. If an applicant is denied a license, a new application shall not be received for 12 months
unless a Board of Selectmen member, who previously voted against the application,
moves to allow resubmission and such motion prevails.
IV.BACKGROUND
V. REFERENCES
Adopted by the Board of Selectmen on November 8, 2004.
Amended by the Board of Selectmen on February 15, 2005.
Amended by the Board of Selectmen on May 14, 2007 (No. 6—from 75% to 50%)
Amended by the Board of Selectmen on March 15, 2010.
Amended by the Board of Selectmen on August 5, 2019 (No. IL3 and IL4)
MGL Chapter 138
ABCC Licensing Guidelines
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
SELECT BOARD WORK SESSION - Discussion on Muzzey Parking Lot Design
ITEM
PRESENTER: NUMBER:
John Livsey
I.3
SUMMARY:
Category: Informing
This session is to ha�e the initial discussion with the Select Board on the layout and design concepts for the
Muzzey Street parlcing lot and whether this design should include meters and PayByPhone or simply
PayByPhone, similar to the Depot Lot.
SUGGESTED MOTION:
No motion requ�red, the Engineering Department is seeking input from the Select Board so that design can be
fmalized.
FOLLOW UP:
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 7:20pm
ATTACHMENTS:
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AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
SELECT BOARD WORK SESSION - Small Business Tax Exemption
PRESENTER: ITEM
Carolyn Kosnoff, Assistant Town NUMBER:
Manager for Finance; Rob Lent,
Director ofAssessing 1'4
SUMMARY:
Category: Brainstorming
The Finance Department staffwill provide an overview of the Sma11 Commercial Tax Exemption. The
exe�nption is one of the four tax classification options that the S elect Board must vote when setting the tax rate
in any given fiscalyear.
In November 2023, when reviewing and approving the FY2024 tax rate the Board indicated their interest in
better understanding the Small Commercial Tax Exemption. This overview by staff will review what taxpayers
the exemption would apply to, the finasicial impact of the exemption and the process for implementing it. An
appendiY to the presentation also includes metrics from other commuluties that have adopted this exemption.
Staff are seeking general feedback on whether or not the Board would like to further explore this option or
begin public outreach and data collection that would be required to successfully and accurately implement this
option.
SUGGESTED MOTION:
FOLLOW UP:
The Board will be required to vote whether or not to adopt a Sma11 Commercial Tax Exemption in November
2024. Staff are seeking feedback and direction about this item before the tax classification vote.
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 7:40pm
ATTACHMENTS:
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FFC Value of Commercial Parcels $ 867,162,320
Maximum Eligible Parcels $ 86,376,000
Exemption Percentage 10%
Exemption Amount $ 8,637,600
Adj. Taxable Value of Commerical Parcels $ 858,524,720
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Tax Rate Summary - With Small Commercial Exemption
1 a -Total to be Raised $ 349,411 ,436
1 b - Est. Receipts & Other $ 105,765,360
1 c - Tax Levy $ 243,646,076
a b c d e f
Amount to be
Class Levy % Raised Valuation Tax Rates Levy
LA5 1 c * % in b LA5 c/d * 1000 d*e/1000
Residential 76.8546 $ 187,253,295 $ 15,289,843,165 12.25 $ 187,300,579
Commercial �� � ��� � 8.5652 $ 20,868,792 $ 858,524,720 24.31 $ 20,870,736
Industrial 10.8566 $ 26,451 ,563 $ 1 ,088,195,285 24.31 $ 26,454,027
Personal 3.7047 $ 9,026,287 $ 372,968,740 24.20 $ 9,025,844
99.9811 $ 243,599,936 $ 17,609,531 ,910 $ 243,651 ,186
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���i�e�
Exemption (Status Quo) With Small Comm Exemption :������
Prope rtie s
Tax on Gross Tax on Gross Net Value With Tax onNet Properties
Gross Value Value (a) Gross Value Value (b) Exemption Value (c) ��-a� (c-b)
$ 100,000 2,420 $ 100,000 $ 2,431 $ 90,000 2,188 $ (232) $ 11
$ 200,000 4,840 $ 200,000 $ 4,862 $ 180,000 4,376 $ (464) $ 22
$ 300,000 7,260 $ 300,000 $ 7,293 $ 270,000 6,564 $ (696) $ 33
$ 400,000 9,680 $ 400,000 $ 9,724 $ 360,000 8,752 $ (928) $ 44
$ 500,000 12,100 $ 500,000 $ 12,155 $ 450,000 10,940 $ (1,161) $ 55
$ 600,000 14,520 $ 600,000 $ 14,586 $ 540,000 13,127 $ (1,393) $ 66
$ 700,000 16,940 $ 700,000 $ 17,017 $ 630,000 15,315 $ (1,625) $ 77
$ 800,000 19,360 $ 800,000 $ 19,448 $ 720,000 17,503 $ (1,857) $ 88
$ 900,000 21,780 $ 900,000 $ 21,879 $ 810,000 19,691 $ (2,089) $ 99
$ 999,000 24,176 $ 999,000 $ 24,286 $ 899,100 21,857 $ (2,319) $ 110
$ 1,000,000 24,200 $ 1,000,000 $ 24,310 n/a n/a n/a $ ll0
$ 1,100,000 26,620 $ 1,100,000 $ 26,741 n/a n/a n/a $ 121
$ 1,500,000 36,300 $ 1,500,000 $ 36,465 n/a n/a n/a $ 165
$ 2,000,000 48,400 $ 2,000,000 $ 48,620 n/a n/a n/a $ 220
$ 5,000,000 121,000 $ 5,000,000 $ 121,550 n/a n/a n/a $ 550
$ 10,000,000 242,000 $ 10,000,000 $ 243,100 n/a n/a n/a $ 1,100
$ 20,000,000 484,000 $20,000,000 $ 486,200 n/a n/a n/a $ 2,200
$ 30,000,000 726,000 $30,000,000 $ 729,300 n/a n/a n/a $ 3,300
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' Small Commercial ' #of ' Total Value of '
DOR ' Exemption ' Commercial ' #of Total ' Commercial ' Total Municipal ' Commercial
Code ' Municipality ' Billing Cycle ' Percentage ' Properties ' Parcels 'Commercial%' Properties Value %
017 Auburn Quarterly 10% 330 7,689 4.3% $420,300,660 $3,136,769,045 13.4%
018 Avon Quarterly 10% 92 2,252 4.1% $145,119,183 $1,147,498,063 12.6%
025 Bellingham Quarterly 10% 191 7,189 2.7%o $346,326,661 $3,724,400,151 9.3°/o
028 Berlin Semi-Annual 10% 48 1,878 2.6% $106,746,093 $963,080,533 11.1%
040 Braintree Quarterly 10% 461 14,662 3.1% $1,412,026,990 $9,679,935,171 14.6°/o
056 Chelmsford Quarterly 10% 402 14,733 2.7%o $545,447,842 $8,529,278,697 6.4%
072 Dartmouth Quarterly 10% 553 15,737 3.5% $704,575,793 $7,943,750,432 8.9°/o
Preliminary
091_ Erving Semi-Annual 10% 43 1,012 4.2% $9,455,132 $874,827,311 1.1%
155 Lexington Quarterly n/a 420 13,347 3.1% $867,162,320 $17,618,169,510 4.9°/o
200 New Ashford Semi-Annual 10% 7 214 3.3% $6,638,170 $54,961,588 12.1%
North
211 'Attleborough ,Quarterly 10%' 309' 11,394' 2.7% $582,899,719', $5,773,339,900' 10.1°/o
265 Seekonk Quarterly 10% 332 7,060 4.7%o $502,408,386 $3,427,290,915 14J°/o
291 Swampscott Quarterly 10% 89 6,000 1.5% $216,124,634 $4,677,360,094 4.6%
330 Westford Quarterly 10% 265 9,824 2.7% $348,314,402 $6,732,871,223 5.2°/o
350 Wrentham Quarterl 10% 146 5,122 2.9%o $377,750,002 $3,267,113,335 11.6°/o
Source: http�://dl�gateway.dc�r.�tate.r-�a.u�/r�port�/rd�ag�.a�px'?rd��port=Lo�alOpti�ns.lc��alcaption� 14
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017 A�b�r� � 2024� �2,4G��a2699545 $� $�20,3QC7,66C� �2Q7,�62,40C1 $103y�36y440 �3p136o769,045 7606� 23032
018 A n � 2024 �6�5a953p�17 �� $145,113,1�3'. �262,624,5QQ �53y�Ot�y563 �1p147,49�,063 5907� 4Qo22
a25 �e!lingharr� � 2024 �2,663,65�y743 �� �346,326,661 ' �3�3,972p14E� �33£�a4�2y607 �3,724,�OQ,151 71052 2�0��
02� �erlin � 2024 ��1�a616p12� $1,923,472 $1Q6,746,093 �12,7�2,1fl0 �23,�12y74Q ��63,Q�0,533 �5o2Q 14o�Q
040 �rair�tree � 2024 �7,�22,Q36,531 �� $1y412,Q26,99Q' �3Q7,252„060 �138a619y590 �9p679,935a171 �Qo�1 19019
�56 �helrnsf�rd � 2024 �7,220,22�y1�5 �� �545,447,�4�2' �517,456,90E? �246a153y770 ��p529,27�,697 �4065 15035
Q72 �artrna�ath � 2Q24 �6,�3�a716p3�9 $� �704,575,793I �103,6�Q,250 �296,77795�Q �7,943,75a,432 �6009 13091
�91 E °r�g � 2024� �164Q067y1�5 �31Q,60Q �30455,132. �390y443,740 �31Oa950,644 �874,�27,311 1�079 �1021
155 Lexington � 2024 $15,2�9,�43,165 �m ��67,162,320, $1,0��,195,2�5 �372,96�,740 �17,61�,169,510 �6,7$ 13,22
200 IVavvA�hford � 2C324 �46a594,800 �� $6y63�o17(� �40�,300 �1y320931� �5�0961,5�8 8407� 15022
211 lVorth � 2024� �4,967a04595�1 $� �5�2,�93,719'. �123,630a200 �99976494f�0 �507730339,900 �6003 13097
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265 �eekor�k � 2024 �2,742,6759049 �� �502,4Q�,3�6 �4Q,662,4�� �1419545y��0 �304�27,290,915 �Oo02 1909$
291 �wamp�c�tt � 2024 �4,36�a099p490 �� �216,124,634 �23,916,30Q �69y219y67C3 �4f677,36Q,C}94 93039 6061
33t� t�/e�tford � 2�24 �6,0�4,14�y153 $� �34�,314,402' �213,8�9,320 �126a519y342 �6p732,�71,223 83077 1�023
35Q �'rer�th�rr� � 2024 $2,69Qa666p113 �� �377,750,a02'. �65,49a,200 �133,2f�7y(l2Q �30267,113,335 �2036 17064
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01� ,� r� � 2024 461,544,246 1,14�7p�9�p063 59077$2 400221� {30663575 1o5Q0�OQ. f�o717400 1o�2QQ0
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°�02� �erlir� � 2a24 142,540a933 963,0�0,533 �501995 140$005 Qo�69713 1o750fJ00 Oo�73100 1071909
�040 �rair�trea � 2024 1a�57a�98a640_ 9,679,935,171 8Qo�(3�7 1901933 Qo�21�59 1o75(3E;0�. Oo�21�53 1o7�C�00
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072 C��rtr�r��th � 2Q24 1a105o033a543 7,943,750,432 860�893 13o91Q7 Oo�7$$12 1075�00E� C�o�7��12 1o750tJ0
�ti91 Er�r�g � 2d24 710a449a516 $7�,�27,311 1�07�9� �102102 �0500�00 1 o500t�QU (�o65C1000 1 oCl�f�79
�155 .L�xingt�n �_ 2Q24 2,32�,326,345_17,61�,169,510 �6,7�45 13,2155 C�,�$5791 1,75QQQ0' 0,��5�Q0 1,74994'
�2�0 l�evaj��hfc�rd � 2�24 �a366a7�� 54,961,5$� �407770 1502230 Oo91Q217 1o5dQ000. 1o0Q0000 1o0Ci000
�211 l�orthAttlebor��a�h �_ 2Q24 �Q6a294,,�19 �,773,339,900 �60(�34�2 130965� t}o91�$36 1o5(}QQCQ. Oo954500 102�030
�265 �eekor�k � 2Q24 6��,615,�66 3,427y29Qp915 �OoQ246 1909754 Oo�127�� 1o75��Q0' Oo�12788 1o75�OC1
291 �v��mp�c�tt � 2024� 3�9,260,604 4y677y360,094 9303��1 606119 Oo94�6900 1o75a0Qt} �o94r�900 1o75Q00
�33C �'�'e�tfard � 2€�24' 6��972390a�4 697329�719223 �907707 1002293 Oo943025 105�000C}', 1 oQQd000 1 o�Uf�QO
�35Q �'�'rerstham � 2Q�� 576a447a222 3,2C7,113,335 ��03561 1706439 �0892��0 1o5Q(3E;QQ' Oo927200 10339�1
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Btueau of Local Assessment
Informational Guideline Release (IGR)No. 16-405
November 2016
Supersedes IGR 00-403 and Inconsistent Prior Written Statements
SMALL COMMERCIAL EXEMPTION
Chapter 218, §§ 126 and 247 of the Acts of 2016
(Amending G.L. c. 59, & SI)
This Informational Guideline Release (IGR) updates guidelines explaining the eligibility and
operation of the small commercial exemption that local officials may grant as part of their annual
property tax classification decisions. Section F of the guidelines has been revised to reflect a change
inade by the recent Municipal Modernization Act regarding the due date for applications for small
commercial exemptions.
Topical Index Key: Distribution:
Classification and Taxation by Use Assessors
Exemptions Selectboards/Mayors
City/Town Councils
City Solicitors/Town Counsels
Suppo�t���� Coa�a��e�r��v��ltlt of°C'�zaaaxizzr�ities
ww-w.mass.gov/DLS I�,C�,�3ox 9569 rsst€sr�, A 02114��569 (617)626m2300
Informational Guideline Release (IGR)No. 16-405
November 2016
Supersedes IGR 00-403 and Inconsistent Prior Written Statements
SMALL COMMERCIAL EXEMPTION
Chapter 218, �� 126 and 247 of the Acts of 2016
(Amending G.L. c. 59, & SI)
SUMMARY:
These guidelines explain the features and operation of the small commercial exemption
and have been updated to reflect recent legislation amending the due date for applications for the
exemption. G.L. c. 59, § SI, as amended by St. 2016, c. 218, § 126.
The small commercial exemption is one of the property tax classification options available
to communities when setting the annual property tax rate. Under that option, the Selectboard or
Mayor, with the approval of the City Council, may exempt up to 10 percent of the value of Class
Three, Commercial,parcels occupied by qualifying small busiiiesses. G.L. c. 59, § SI. The
assessors apply the exemption to reduce the taxable valuation of the property before setting the tax
rate, in the same manner the residential exemption option under G.L. c. 59, §SC is applied. The
small commercial exemption lowers taxes on parcels occupied by small businesses and shifts those
taxes to other commercial and industrial taxpayers.
Eligible small businesses are defined as those having an average annual employment of no
more than ten persons at all locations during the prior calendar year. The Secretary of Labor and
Workforce Development(Secretary) must certify that the business meets the employment criterion
in an annual list provided to local assessors. G.L. c. 151A, § 64A. If a business that is a sole
proprietorship or partnership does not appear on the list, the assessors may determine eligibility.
Under the recent amendment, eligible taxpayers will now have until April 1 to apply for the
exemption if no reduction was made in their assessed valuations, unless the tax bills were mailed
after January 1. G.L. c. 59, � SL In that case, taxpayers have three months from the date the bills
are mailed to apply. This amendment took effect on November 7, 2016 and applies to applications
for small commercial exeinptions granted beginning in fiscal year 2017.
These guidelines supersede the guidelines issued when G.L. c. 59, � SI was last amended
in 2000 and any inconsistent prior written statements or documents. See Informational Guideline
Release (IGR)No. 00-403, S�nall Co�nme�cial Exemption.
BUREAU OF LOCAL ASSESSMENT JOANNE GRAZIANO, CHIEF
-2-
GUIDELINES:
A. ANNUAL ADOPTION
The selectboard or mayor, with the approval of the city council, may decide before the tax
rate is set whether or not to grant a small commercial exemption for the �'iscal year. A small
commercial exemption of up to 10 percent of the valuation of eligible Class Three,
Commercial, parcels may be adopted. The small commercial exemption is in addition to the
other local tax policy options available under the property tax classification law. It may be
granted regardless of the residential factor selected and used with ar without an open space
discount or a residential exemption.
B. EXEMPTION QUALIFICATIONS
To receive a sinall commercial exemption granted for the fiscal year, a Class Three,
Commercial,parcel must be occupied as of January 1 by a business with an average annual
emplovment of no more than 10 people at all locations during the previous calendar year,
and have a valuation of less than $1,000,000.
1. Occupancy
The commercial parcel must be occupied by an eligible business as of the January 1
assessment date for the fiscal year the exemption is granted. It does not have to be
owned by the occupying business or any other eligible business.
If a parcel has multiple commercial occupants or tenants, all occupants must be
eligible businesses. If a parcel is multiple use, such as a residential and commercial
property, a11 occupants of the commercial portion must be eligible businesses.
2. Eligible Business
An eligible business must have an average annual employment of 10 or fewer
people during the calendar year befare the January 1 assessment date for the fiscal
year the exemption is granted. Average employment is determined for the business
as a whole, not just at the location of the parcel or other parcels within the
community.
a. Certification bv Secretary of Labor and Workforce Develo�ment
Businesses certified by the Secretary of Labor and Worlcforce Development
as having an average annual employment of 10 or fewer people at all
locations during the prior calendar year qualify for the exemption. The
Secretary will provide the assessors with a list of eligible businesses each
year by July 1. G.L. c. 151A, § 64A.
-3-
The list of eligible businesses is not a public record. The assessors and their
staff may use the list for the sole purpose of administering the small
commercial exemption. Assessors or their staff who use the list for other
purposes or disclose any of the listed businesses to people outside the
assessors' of�ice may be fined $100.
b. Determination by Assessors
If a sole proprietorship or partnership occupying the parcel on January 1
does not appear on the certified list, the assessors may determine whether it
met the employment criterion for the previous calendar year. In all other
cases, however, the assessors must rely exclusivelv on the Secretary's
certification in determining whether a business meets the employment
criterion.
Assessors will mostly be determining eligibility for sole proprietorships and
partnerships that did not employ anyone other than the proprietor or a
partner for more than 13 weeks during the previous calendar year. Sole
proprietorships and partnerships that employed any other person for longer
than that period are required to repart to the Secretary and, therefore, they
should appear on the certified list.
For puiposes of consistency, assessors should calculate an average annual
employment figure for the business using the same method as the Secretary.
That method is as follows:
(1) Determine the total number of persons employed at all locations who
worked during or received pay for the payroll period that includes
the 12`h of each month in the calendar year. Do not include
proprietors and part�e�s.
(2) Determine the total number of persons employed during each three
month quarter of that calendar year.
(3) Determine the average number of persons employed for each quarter
of that year by dividing the total from step (2)by 3. Round the result
down to the nearest whole nuinber.
(4) Determine the average annual employment by adding the four
quarter averages from step (3) and dividing by 4. Round the result
down to the nearest whole nu�nber. This number must equal 10 or
below for the business to meet the emplovment criterion.
-4-
3. Valuation Limit
The Class Three, Commercial, parcel must have a valuation of less than $1,000,000
before application of the exemption. The exemption applies to a speci�c parcel
occupied by an eligible business, not an eligible business. Therefore, if any
particular eligible business occupies more than one parcel under$1,000,000 in
value, each parcel would qualify for the exemption.
C. ASSESSED VALUATION AND TAX RATE
The assessors administer the sinall commercial exemption in the same manner as the
residential exemption, i.e.,by applying it before tax billing and without an application from
the taxpayer. Unlilce the residential exemption,however, the small commercial exemption
is based on a percentage of an eligible parcel's valuation, rather than a fixed dollar amount.
The assessors value all Class Three, Cormnercial, properties at their full and fair cash value
and use the total full and fair cash value of the commercial class to compute the minimum
residential factor and to determine the levy allocation under classification. If a small
commercial exemption is granted, the assessors must then determine the eligible parcels,
reduce their valuation by the selected exemption percentage and use the reduced taxable
valuation of the commercial class to calculate the tax rate.
Any small commercial exemption granted is borne by other Class Three, Commercial, and
Class Four, Industrial, real property, but not by personal property. The tax levy to be raised
from commercial and industrial properties remains the same, but use of the reduced
valuation in setting the tax rate results in a higher tax rate for the commercial and industrial
classes than for personal property.
The attachment, "Impact of Small Commercial Exemption," shows how adoption of the
exemption affects the calculation of the tax rate. Assessors may also refer to the Options
Table in Gateway Online that allows them to see the impact on the rate.
D. OTHER EXEMPTIONS
The small commercial exemption may be applied to parcels that qualify for other property
tax exemptions under G.L. c. 59, § 5. There is no minimum taxable valuation as is the case
with the residential exemption.
E. TAX BILLS
Tax bills for parcels that receive the small commercial exemption must show the following
amounts: (1) the total full and fair cash valuation, (2) the small commercial exemption, and
(3) the total taxable valuation to which the tax rate is applied. Model tax bills issued
annually reflect these requirements.
-5-
F. EXEMPTION APPLICATIONS
An application for the small commercial exemption may be filed with the assessors if the
exemption is not applied to reduce the assessed valuation of a qualified parceL The
application deadline is April 1, unless the actual tax bills for the fiscal year are mailed after
January 1. In that case, taxpayers have three months from the date the bills are mailed to
apply.
The taxpayer may use a form approved by the Commissioner for this purpose ("Application
for Small Commercial Exem�tion," State Tax Form 128—5�. A regular abatement
application ("A�lication for Abatement of ReaUPersonal Pro�ertv Tax," State Tax Form
128) filed within the deadline will also serve as an effective application. In that case, the
assessors should then ask the taxpayer to complete State Tax Form 128-SI or otherwise
provide the information needed to determine exemption eligibility.
-6-
IMPACT OF SMALL COMMERCIAL EXEMPTION
Tax Levy $ 5,000,000
Full and Fair Cash Valuation
Residential $ 150,000,000 75% )
Open Space 10,000,000 5% ) (80%)
Commercial 20,000,000 10% )
Industrial 10,000,000 5% ) (20%)
Personal 10,000,000 5°/o )
TOTAL $ 200,000,000 100%
Eligible Class Three Parcels
Full and Fair Cash Value $ 5,000,000
Exemption Percentage 10%
Exempt Valuation $ 500,000
Taxable Assessed Valuation $ 4,500,000
EXAMPLE 1
COMMUNITY ADOPTS A RESIDENTIAL FACTOR OF 1
Tax Rate Computation Without a Small Commercial Exemption
Class Lev� Levv Tax Rate
R& O 80% $4,000,000 $25.00 ($4,000,000 = 160,000,000)
CIP 20% $1,000,000 $25.00 ($1,000,000 = 40,000,000)
Tax Rate Computation With a Small Commercial Exemption
Class Lev•� Levv Tax Rate
R& O 80% $4,000,000 $25.00 ($4,000,000 = 160,000,000)
C & I 15% $ 750,000 $25.42 ( 750,000 = 29,500,000)
P 5% $ 250,000 $25.00 ( 50,000 = 10,000,000)
Tax Impact on Eligible and Non-eligible Parcel
Full and Fair Cash Valuation $500,000
Without Exem�tion With Exem�tion
Eligible $12,500 $11,439
($500,000 x $25/1000) ($450,000 x $25.42/1000)
Non-eligible $12,500 $12,710
��soo,000 X $zsn000� �$soo,000 X �zs.4zil000�
-�-
EXAMPLE 2
COMMUNITY ADOPTS A SHIFT OF 150% ON CIP
ADOPTS A RESIDENTIAL FACTOR OF .875
Tax Rate Computation Without a Small Commercial Exemption
Class Lev� Levv Tax Rate
R& O 70% $3,500,000 $21.88 ($3,500,000 = 160,000,000)
CII' 30% $1,500,000 $37.50 ( 1,500,000 = 40,000,000)
Tax Rate Computation With a Small Commercial Exemption
Class Lev� Levv Tax Rate
R& O 70.0°/a $3,500,000 $21.88 ($3,500,000 = 160,000,000)
c & I z2.s°ia �l,izs,000 $3g.14 � l,l2s,000 = z9,soo,000�
P 7.5% $ 375,000 $37.50 ( 375,000 = 10,000,000)
Tax Impact on Eligible and Non-eligible Parcel
Full and Fair Cash Valuation $500,000
Without Exem�tion With Exem�tion
Eligible $18,750 $17,163
($500,000 x $37.50/1000) ($450,000 x $38.14/1000)
Non-eligible $18,750 $19,070
($500,000 x $37.50/1000) ($500,000 x $38.14/1000)
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Approve Placement of Temporary Signs at Lincoln Field and/or Center Track Field -
Le�ngton High School Girls Soccer Boosters
ITEM
PRESENTER: NUMBER:
Jim Malloy, Town Manager
I.5
SUMMARY:
Category:Decision-Making
Attached please fmd the request and a power point presentation which was also provided to the Recreation
Committee for their review. Erik Larson will provide an overview of the request and will be a�ailable to
respond to any questions the Select Board may have.
SUGGESTED MOTION:
Move to approve the request from the LHS Girls Soccer Boosters subject to the conditions approved by the
Recreation Committee on 5/15/24.
FOLLOW UP:
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 7:SOpm
ATTACHMENTS:
Description Type
� ��c��a��s9�1���sntiC��n�1"�����c��a;a°� J[ia a��a°�rt��n 4.zrntruan�tta�����.a�r�rrrt�na��r,.r¢�n �zo�✓a°�fVT2nzu,
� ff'n�a���,n9�9n�r� ,�,n,n...�,�2,�n� D��,a���i�IVT�b4�u��N
������ ' �"��� �� � RECREATION COMMITTEE
�% �� � '� � �; Frederick DeAngelis,Chair� Christ�ian Boutwell,Vice Chair� Lisa O'Brien
��� ;��'" ���� ' ' � Claire Sheth� Carl Fantasia�Weiwei Li�Renen Bassik
��i����i��1h�����'
� r � � � � � � � � � � � � Tel: 781-698-4800 Email:r�,c,t�.at:n�n�.��t��.(er)1�,) mxiu�y�t�rr7nn��,��v
� y' � Web:v�vvvv��x�n�pt�r�rmao�y�vlS 11l�°�;cr�atnc�tt._�c�rL�noo�u�l1v-t��'�s�•f� arrtis
May 20, 2024
To: Select Board
Cc: LHS Girls Soccer Boosters; Town Manager's Office; Recreation Committee
Re: Recommendation to approve temporary sign placement
At the Recreation Committee's regular May meeting (Wednesday, May 15, 2024), the Committee voted
unanimously (5-0) in support of the placement of up to eight, approximately 4'x8', vinyl, corporate
sponsorship banners at Lincoln Field #2 and/or Center Track Field by the Lexington High School Girls
Soccer Boosters for the purpose of fundraising with the following conditions:
• final banner design and content,placement location, and method of attachment will require express
approval by the Director of Recreation and Community Programs or their designee;
• the banners will be placed on fences only;
• the banners will be temporary and only in place during LHS Girls Varsity, Junior Varsity, and/or
Freshman team soccer games, to be put up immediately prior to the start of the game (or block of
games) and relnoved immediately following the conclusion of the game (or blocic of games);
• this recommendation will be reviewed by the Recreation Committee annually following the
conclusion of the soccer season.
��� \� :
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4
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LEXINGTQN HIGH SCHOOL
GIRL S' S O C C ER PRO�RAM:
CORPORATE SPONSORSHIP PROPOSAL
June, Zo24
TABLE QF CONTENTS
Current State and Context
Why are we here?
Proposal Description
Town of Lexington Recreation
Committee Recommended Guidelines
Proposed Execution & mock-ups
Loca1 Businesses Targeted
Appendix
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Current State an Context
As the Lexington High School (LHS} Girls' Soccer Program has evolved, so has
the Booster organization affiliated to it. �Te are now an inco orated5oi(c)3
non-prOflt eYltlty Wlt�l a oard an governance ocu entation prepared to
tackle the future growth and financial stabilit� of the Program.
The needs of the Girls' Soccer Program are many. Fulfilling these needs has
become more difficult as inflationary pressures have challenged us to think
creatively and incorporate non-traditional fundraising activities to the program.
ence the proposai of corporate sponsorship in being presented to �ou today.
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hy are e here?
According to a Park and Recreational Facilities Policy, "it is f orbidden to post,
paint, ctf fix, or displdy any sign, notice, plc�cctrd, or advertising device? or engage in
business, sell, or expose for sale, or glve a�dy any goods, �ares, or circuldrs except vvith
the prior a,uritten consent o f the Boctrd or its desi�nee."
e, the L S irls' Soccer oosters, are asking for an exception an /or ritten
consent fro the Select oar to i plement and execute a Corporate
Sponsorship rogra and display such advertising and receive onations fro
aforementione sponsors.
�
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rOpOSa1
We intend to use Corporate Sponsorships via local Lexington business to raise
funds through donations for the LHS Girls Soccer Program.
By participating as a Corporate Sponsor, the Program: z) acquires the needed
funding to operate while local business 2) receive the exposure via
advertisement and 3) a tax write-off as a donation to our soz(c}3 non-profit
organization.
On April 23, Zo2q., this proposal was brought to the Town of Lexington
Recreation Committee and received unanimous support with a series of
recommendations and guidelines being sent to the Select Board. Read in next
slides.
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TO Yl Of L,eX1Y1gtOI1 eCY'e2ltlOri �.O lttee eC0 eYl e Lil e1111eS
Placement of up to eight, approximately 4'x8', vinyl, corporate sponsorship
banners at Lincoln Field #2 and/or Center Track Fie1d by the Lexington
High School Giris Soccer Boosters for the purpose of fundraising.
Final banner design and content, placement location, and method of
attachment will require express approval by the Director of Recreation and
Community Programs or their designee.
Banners will be placed on fences onl�, not on protective netting.
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Town of Lexington ecreation Co ittee ecom ende uidelines
Banners will be temporary and only in place during LHS Girls VarsitY,
JUTllOr VarSltY� aT1C��0Y FY2S�1TriaT1 teaTri SOCC2r gaTrieS.
To be put up immediately prior to the start of the game (or block of games)
and removed immediately following the conclusion of the game (or block
of games).
ote: This recommendation will be reviewed by the Recreation Committee
annually following the conclusion of the soccer season.
See appendix for image of Recreational Committee Ietter of recommendation.
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Proposed Execution
The Corporate Sponsorship will be implemented by the Boosters and executed by Erik
Larson, parent and Girls' Soccer Booster Secretary.
Timeframe: Zo24 Fall MIAA season and post-season (September-November)
uration: Girls' Varsity � JV games (2o home games x 2-4 hours)
anner size: 4x8 feet vinyl rectangle signs
anner content: Sponsor Iogo, font type and QR code for direct access to business website
anners' Location: Hung on the external side of the softball field fence for Lincoln 2 and the
barrier fence on Center Field. See mock up in next slides.
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usiness Types Targeted for Sponsorship
As part of a thoughtful, community � youth-centered Corporate Sponsorship
Program, we would target:
Lexington-based businesses onlY catering to youths and their families
No businesses in the alcohol, drugs (dispensary) or other adult-focused
goods or service provider
No political or partisan signs or messaging
Lexington businesses that have expressed an interested in participating are MA
FLU11C�' William Raveis, LI..Alllgloll ��111.U1' U111o11� ol.�i..1Je
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Cc: �:I���i�1��c�cc;c.r�c�c��t�ra;`�c���fn�9�n�i;��r's t�t�icc;iZec;rc�tic�n�`c��n�itt��
Re:R��:c�nnr�en�iation€c�ag�r��•�t��npc}r��•si���lae��ner�t
�t tl�c R�creatic���`�mmitt��`s rc�ul�r�llay meeting(t�ednesd�y,��a�` 15, 2����>thc��mrnittec voted
u���ninic�usl� {>-�) in ��p��rt c�f th� pl�c:��n���t c�f up tc� �i<�ht, ��prc��in��t�l� _�'��', �-in�=1, ec�rpc�r�t�
S�car�4c�r,i�i��ann�r4 at �in�;c�ln �'i��c3 �� anc�•`vr��nt�r`Tr�c�k �ielc��� il�� I���in�tc�r� Ni�� �chc�c�] C;�r1�
�c�cc:er�c�c�s€�rs fc�r ih�purp�se c�f fundrai�in�u•it�the fc�11c����in�cc�nditi�n:�:
• tir�a�b�nn�r c��,i�n�r�d�c�nt�nt>plac�met�e��c�ti�n,�nd n��thc�d��f�tt�chm�nt��FiII r��uir���}�r���
a�prc��ai b}�th��ir�ctor�f R�cr�atic�n ar�c��vm�uni�y Pr��rarr����r th�ir ci��i€�n��,
* the k�anz�e���;i112�����c�d c�n fence�c��lv;
• th�k�a�ncrs��•�i1I�� t�m�c�rary and�n1� i��Iac� durin�I�I�S C;ir����r�it}�_Juni�r�ar�it�=, anc�,`c�r
I�re�h�nar�team�c�ec��r�amc�>tc��c�ut c�p immediatcl�#�rior t�th�,�tart�f th��amc{�r�loc�c�f
��m�fij and re�n��-�c�imn��diatei�fc��lc���•u��th�c�nclu4ic�n c�fth���me{c�r 61oek�f�an��s};
• t�li� recc�����enc�ati�n ��°i11 �e re�%ie���ec� ��� �he R�cr��tic�n C��z�rtuttee an������' fc�]Ic���°in� the
�;t�nc�luzic�n c��tl�e,�c�c�r sea5c?n.
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
SELECT BOARD WORK SESSION Le�Vledia Operations Report
PRESENTER: ITEM
NUMBER:
Florence DelSanto, Executive Director
LexMedia l.6
SUMMARY:
Category: Informing
As per the Grant Agreement: "LexMedia shall attend a meeting of the TOWN Select Board to present a report
of its operations, discuss its funding, and respond to any questions the Board may have".
Florence DelSanto will present the LexMedia update at tonight's meeting. Also present will be Jim Shaw,
LexMedia Board of Directors Chairman and Ken Pogran, Communications Advisory Committee Chair.
SUGGESTED MOTION:
N/A
FOLLOW UP:
N/A
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 7:SSpm
ATTACHMENTS:
Description Type
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em phasis on govern ment meeti ngs.
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AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
SELECT BOARD WORK SESSION -Town Meeting Article Submission Timeline
Discussion
PRESENTER: ITEM
NUMBER:
Doug Lucente, Chau; Mark Sandeen,
Member L7
SUMMARY:
Category: Informing
On May 23rd, Select Board Members Doug Lucente and Mark Sandeen convened with Deputy Town
Manager Kelly Axtell and S elect Board Executive Clerk Kim Katzenback to discuss the timeline for presenting
Town Meeting Articles, including citizen petitions and those requested by committees. The discussion focused
on establishing a detailed schedule to ensure alignment with Select Bard as well as committee expectations.
Doug Lucente and Mark Sandeen will take the lead in developing this timetable.
SUGGESTED MOTION:
FOLLOW UP:
A proposed timeline will be presented at a future meeting.
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 8:OSpm
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
SELECT BOARD WORK SESSION - Public Process for Staff Proposals Discussion
ITEM
PRESENTER: NUMBER:
Jim Malloy, Town Manager
I.8
SUMMARY:
Category: Brainstorming
Attached please find the proposed Internal Policy for Community Engagement to lay out a process of
presenting to the Select Board and involving other stalceholders in an orderly, consistent manner. A draft was
previously provided to the Select Board and included in a Town Manager Weekly Update and there was a
comment provided by the Engineei-ing Department regarding ongoing regular projects, such as paving,
water/sewer, stormwater, etc. and a question whether these would be included in the policy or exempt. The
Town Manager's draft policy would exempt these types of projects.
SUGGESTED MOTION:
There is no motion required, this would be an internal policy that would be approved by the Town Manager for
the use of staff, but a discussion with the Select Board to ensure this will meet the Select Board's needs is
requested.
FOLLOW UP:
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 8:l Opm
ATTACHMENTS:
Description Type
❑ �:�ua��t pa4sVicy �zova°�fl�If4,nsu*
Internal Policy far Community Engagement
Dated:
Pur�ose:
The goal is to provide a roadmap for consistency on a public process for the future to ensure we
have a standardized process that includes both internal and external engagement. Further, to
provide clarity to Town staff on the order of bringing a proposal before the Select Board as well
as other Boards/Committees or having public outreach to avoid confusion and inconsistency on
whether proposals should come before the Select Board fiirst or after review by other
Boards/Committees/public engagement.
Application:
This policy will apply to:
• Proposals that have not already been presented to and approved by the Select Board and
approved by Town Meeting.
• Otherproposals that exceed $1,000,000 in value for capitalprojects �a°.,�� �uu������ Om��ir�� �q��u^,�
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d��wJ�uu�L"%i��i���,�u��i ���iIN'V�� d'.tl'."o, ��uVV���wbl�u��PVLVO�dA�u�,�u��iry .POtlViI����WM/YN�("�m ulY�iP�%�tlO�Nliw°�Illliw°LPOAY �rod��q�ui���, I'�0.' .��.
• For abutter notification, this pol�c will re uire not
i y q � ification within 300 feet of aproject.
• This policy will not apply to other statutory or bylaw requirements that may be less than or
greater than the requireinents stated above.
Process:
The following is the process that Town staff will be directed to follow:
1. Bring the proposal before the Select Board, in a regularly scheduled meeting as a
preliminary presentation and a general timeline for presenting to other Boards,
Committees and/or the public.
2. Present the proposal to other Boards, Committees or the public.
3. Bring the proposal with any revisions from other Boards, Committees or the public back
to the Select Board for a second presentation and to receive any comments from the
Select Board.
4. Bring the proposal with any revisions from step (3) to the Select Board for final approval.
If there were no further revisions at step (3) the proposal will be placed for consideration
on the consent agenda.
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Accept Deed of Gift - LexSeeHer
ITEM
PRESENTER: NUMBER:
Jim Malloy, Town Manager
I.9
SUMMARY:
Category:Decision-Making
Attached please fmd the deeds for the plaza and monument from LexSeeHer. Town Counsel has advised that
it would be best for the S elect Board to vote to accept the deeds and gift of the monument and plaza for these
to be kept on file in the Town Clerk's Office.
SUGGESTED MOTION:
Move to accept the gift of the plaza and monument from LexS eeHer as per the conditions in the attached
documents dated 3/28/24 and 5/18/24.
FOLLOW UP:
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 8:20pm
ATTACHMENTS:
Description Type
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March 28, 2024
LexSeeHer, Inc.
P.O. Box 639
Lexington, MA 02421
Dear Jim, Joe, Suzie, Jill, Doug and Mark,
It is with great pleasure that we present the Town of Lexington with a danation of the
first part of the "Samething Is Being Done" monument. Today we are donating the 28'
granite plaza ta the Town and present you with a Deed af Gift.
The plaza was designed by sculptor Meredith Bergmann, and she was inspired by the
1769 Spinning Protest held by Anna Harrington. For this reasan, the pavers are cut to
resemble a spinning wheel. Anna's historic spinning event was seemingly forgotten aver
the past century. We are grateful that Sarah McDonough, Stacey Fraser, and Lexington
Historical Society began telling the stary in 2019 when they celebrated the 250th
anniversary of Anna's pratest.
The plaza is inscribed with the words "For Bold Wamen of Lexington Past, Present, and
Future Who Persist and Pursue Liberty." Women from the 1$th century, including
Margaret Tulip, Ruth Buckman, Phebe Banister Burdoa, Cate Chester, and Abigail
Harrington, were indeed bald women wha made significant contributions ta this
community, the Cammonwealth, the fledgling country, and beyond. We are proud ta
help make these wamen visible, along with trailblazers who followed after.
We are now spinning a new chapter in the story of the Birthplace of American History.
Women were here all along. Women were - and are - important. We are proud to naw
tell their staries.
We thank the visionary donors and volunteers who provided the funds, time, energy,
and persistence to bring us to this important milestone. And we appreciate the 20+
cammunity organizations who supported the praject early on.
�exSeeHer, Inc. P.O. Box 639 * (7$1) 254-2525 * LexSeeHer.cam
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We thank the members of the Select Board wha vated to approve the praject, and the
members of the Historic Districts Cammissian, Commission on Disability, Center
Committee, Monuments and Memorials Committee, and Taurism Cammittee far their
roles in bringing us to this day.
We thank Dave Pinsanneault, Marc Valenti, Cathy Severance, Sandyha Ihar, and all of
the Town staff members who have helped us implement the project.
The three steps that remain in this project will be coordinated with the Tawn through
Dave Pinsonneault:
1. Clean the surFaces, complete the fill between pavers, and seal the plaza.
2. Install the campleted bronze sculpture and adjust the lighting with the work in
place.
3. Complete the inscription af the paver with the date of Dedication Day May 18,
2024.
We will alsa bring forward a proposal far signage.
This is a very special day far aur community. As was April 19, 1775, when this Town
took on a significance the world over. That morning Abigail Harringtan wake up her san
Janathan by calling, "The Reg'lars are Out and Samething Must Be Done."
When Lexingtonians see that samething needs ta be done, we continue to step up!
Sincerely,
' � �
Jessie Steigerwald
President, LexSeeHer, Inc.
LexSeeHer, Inc. P.O. Bax 639 * (781) 254-2525 * LexSeeHer.com
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DEED OF GIFT
DEED OF GIFT, by and between LexSeeHer, Inc. (the "Donor") and the Town af
LexingtQn, Massachusetts (the "Town").
WHEREAS Donor and the Town, have entered inta an Art Donation Agreement dated
as of the 1 Qth day af September 2023, the terms and conditions of which are
incorparated by reference herein, whereby Donor agreed ta transfer, assign, and deliver
ta the Town, uppn the terms and conditions set forth therein, their right, title, and interest
to the granite plaza as described in the Art Danation Agreement, installed as Phase 1 of
the Installatian.
NOW THEREFORE, Donor does hereby transfer, assign, and deliver ta the Town, its
successors and assigns, absolutely and farever, free and clear from any and all liens,
security interests, encumbrances or claims, all right, title, and interest in and ta the
Wark, subject anly to the limitations set forth in the Art Donation Agreement.
In the event of any inconsistency between the terms of the Art Donatian Agreement and
this Deed af Gift, the terms of the Art Donatian Agreement shall prevail.
IN WITNESS WHEREOF, Donor has duly executed this Deed of Gift.
Donor:
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Le eeHer, Inc.
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By: Jessie Steigerwald, President f°��� �-°~���°--��-�-��,
ry ,,,,s_.. � ,, C�"�
Date: Februa 13, 2024 ,�'
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The Town her�by agrees ta accept the Donor's gift of the Wark on the terms and
canditions set forth herein.
�.. � � w, Town: �„��° ��I�
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DEED OF GIFT
DEED OF GIFT, by and between LexSeeHer, Inc. (the "Danar") and the Town af
Lexingtan, Massachusetts (the "Town").
WHEREAS Donor and the Tawn, have entered into an Art Donation Agreement dated
as of the 10th day af 5eptember 2023, the terms and canditions of which are
incorporated by reference herein, whereby Donor agreed to transfer, assign, and deliver
ta the Tawn, upon the terms and conditians set forth therein, their right, title, and interest
to the work of art (the "Work") described and set forth on the schedule attached hereto
and incorporated herein as Exhibit A.
NOW THEREFORE, Donor does hereby transfer, assign, and deliver to the Tawn, its
successors and assigns, absolutely and forever, free and clear from any and all liens,
security interests, encumbrances or claims, all right, title, and interest in and to the
Work, subject anly to the limitations set forth in the Art Donatian Agreement.
In the event af any inconsistency between the terms of the Art Donatian Agreement and
this Deed of Gift, the terms of the Art Donation Agreement shall preva'rl.
IN WITNESS WHEREOF, Donar has duly executed this Deed of Gift.
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Lex� ��ee � r, I c. �� � a�° ,��� � ��.
By: Jessie Steigerwald, President '�� �, �� �
Date: May 18, 2024 �
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The Town hereby agrees to accept the Danor's gift af the Wark on the ter and
conditions set forth herein. � w -
Tawn: �� ��� f�,� ��
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� The Town of Lexington, Massachusetts
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May 18, 2024
LexSeeHer, Inc.
P.O. Box 639
Lexingtan, MA 02421
Dear Jim, Joe, Suzie, Jill, Doug, Mark, and the cammunity af Lexington,
It is with great pleasure that we present the Town of Lexington with a danation of the
completed "Samething Is Being Dane" manument. Taday we are danating the bronze
sculpture to the Town and present you with a Deed of Gift.
The wark was designed by sculptor Meredith Bergmann, and she was inspired by the
bald women af Lexington and their significant economic, political, intellectual, social,
and cultural contributions acrass time. These contributions were irnportant at the time
the wamen were living, but the names and staries abaut these wamen were erased ar
last. Taday, they are made visible.
The plaza is inscribed with the wards "For Bald Women of Lexington Past, Present, and
Future Who Persist and Pursue Liberty." Women from the 18th century, including
Margaret Tulip, Ruth Buckman, Phebe Banister Burdoo, Cate Chester, and Abigail
Harrington, were indeed bold women who made significant contributions to this
community, the Commonwealth, the fledgling country, and beyond. We are proud to
help make these wamen visible, along with trailblazers wha followed after.
We are now spinning a new chapter in the story of the Birthplace of American History.
Wamen were here all along. We are praud ta now tell their staries, especially as the
250th Anniversary of the Battle of Lexington appraaches.
As visitors and residents come ta this special place, where there is a 12,OOQ year
history of Indigenous women and girls, we hape the manument will engage them with
the question of what the pursuit of liberty, equality, and freedom has meant for women
and girls. We hope they will consider the challenges that patriarchy and racism have set
LexSeeHer, Inc. P.O. Box 639 * (781) 254-2525 * LexSeeHer.com
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out for centuries. We alsa hope they will be inspired to pursue actian when they believe
"Something Must Be Dane!"
We thank the visionary donors and volunteers who provided the funds, time, energy,
and persistence to bring us to this important milestone. And we appreciate the 20+
community organizatians who supported the project early on.
We thank the members of the Select Board who vated to approve the project, and the
members of the Historic Districts Cammissian, Commission an Disability, Genter
Committee, Monuments and Memorials Committee, and Taurism Committee for their
roles in bringing us to this day.
We thank Dave Pinsonneault, Marc Valenti, Ghris Filadoro, Cathy Severance, Kelly
Axtell, Mary de Alderete, Koren Stembridge, Helen Lui, Cathie Ghorbani, Amy
Newmark, Matthew Shumann, Sandyha Ihar, and all of the Town staff members in the
Department of Public Warks, John Livsey and the Engineering Department, wha have
helped us implement the project.
We are also presenting the Tawn with a check for $10,Oq0, as agreed, to provide for the
care and maintenance of this singular work. We will bring forward a proposal for
signage later this summer.
This is a very special day for our cammunity. As was April 19, 1775, when this Tawn
toak an a significance the world aver. That morning Abigail Harringtan woke up her son
Jonathan by calling, "The Reg'lars are Out and Something Must Be Done."
When Lexingtanians see that something needs to be done, we continue ta step up!
Sincerely,
� ,
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,�� � �� � � �� ���,.���.� _
�
Jessie Steigerwald Martha Woad Leslie Massan
President, LexSeeHer, Inc.
LexSeeHer, Inc. P.O. Bax 639 * (781) 254-2525 * LexSeeHer.com
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Michelle Tran Celeste Freeman Kamala Raj
�exSeeHer, Inc. P.O. Box 639 * (781) 254-2525 * LexSeeHer.com
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
SELECT BOARD WORK SESSION - LHS Project Costs Discussion
ITEM
PRESENTER: NUMBER:
Joe Pato, Member
I.10
SUMMARY:
Category: Brainstorming
The School Building Committee(SBC)has received initial ballpark cost estimates of$600M+ for the LHS
building project at their 5/13/2024 meeting. These estimates were further outlined at the 5/22/2024 Finance
Summit where approaches to mitigating taxpayer impact were discussed.
The project is to replace or rebuild the e�sting LHS to:
1. accommodate a larger student population
2. provide a safer envuonment for students
3. deliver the disttict's educational program
4. address end of life mechanical systems, inefficient and outdated building envelopes
Cost estimates are currently based on the educational program and student enrollment size. Together this
generates a target size in square feet for the building, which is the primary driver of the project's cost.
The Select Board will reflect on the current estimated costs and how they compare to other similar projects.
The Board is asked to consider any feedback it would hl�e to provide to the SBC about this project or about
related projects such as requests for a pool, a new or expanded fieldhouse, and relocation of school
administration to the LHS campus.
SUGGESTED MOTION:
FOLLOW UP:
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 8:25pm
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Anticipated Adjournment
ITEM
PRESENTER: NUMBER:
SUMMARY:
SUGGESTED MOTION:
FOLLOW UP:
DATE AND APPROXIMATE TIME ON AGENDA:
6/17/2024 8:45pm