HomeMy WebLinkAbout2020-10-14 SB Packet - Released SELECT BOARD MEETING
Wednesday, October 14, 2020
Conducted by Remote Participation*
6:00 PM
AGENDA
PUBLIC COMMENTS
Public comments are allowed for up to 10 minutes at the beginning of each meeting. Each speaker is
limited to 3 minutes for comment. Members of the Board will neither comment nor respond, other than to
ask questions of clarification. Speakers are encouraged to notify the Select Board's Office at 781-698-
45 80 if they wish to speak during public comment to assist the Chairman in managing meeting times.
TOWN MANAGER REPORT
ITEMS FOR INDIVIDUAL CONSIDERATION
1. C O VID-19 & Reopening Update 6:05pm
• Strategies, Implementation, Community Response Actions and Reopening
Efforts Related to C O VID-19 Guidelines and Directives
2. Up d ate on Next Steps for Social Racial Equity Initiatives 6:10p m
3. Update on STM 2020-3 Article 7: Land Acquisition 6:15pm
4. Special Town Meetings 2020-2 and 2020-3 6:25pm
• Article Positions/Discussion
5. Application: Entertainment License- C F HP The Hangar d/b/a Revolution Hall, 3 6:40p m
Maguire Road
6. Select Board Committee Appointment 6:45pm
SELECT BOARD MEMBER CONCERNS AND LIAISON REPORTS
ADJOURN
1. Anticipated Adjournment 7:00pm
*as per Executive Order regarding remote participation:https://www.mass.gov/doc/open-meeting-
law-order-march-12-2020/download
Members of the public can view the meeting webinar from their computer or tablet by
clicking on the following link at the time of the
meeting:https://zoom.us/j/99176711346pwd=SHhYa2VNdUdzSndNaWM5cOYvbzZ2QT09
iP ho ne one-tap:
+13017158592„99176711346# or+13126266799„99176711346#
Telephone:+1 301 715 8592 or+1 312 626 6799
Webinar ID:9917671 1346
Passcode: 536597
The next regularly scheduled Select Board meeting will be held by remote participation on Monday,
October 19, 2020 at 6:00pm.
Hearing Assistance Devices Available on Request 'ila
All agenda time and the order of items are approximate and e ed*
subject to change. Recorded by LexMedia
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
COVID-19 & Reopening Update
PRESENTER: ITEM
NUMBER:
Jim Malloy, Town Manager
I.1
SUMMARY:
Attached is a minor update to the C O VID-19 report(does not include the Health Department's report from
10/8/20 which was provided 4 days ago as this has not changed).
SUGGESTED MOTION:
FOLLOW-UP:
DATE AND APPROXIMATE TIME ON AGENDA:
10/14/2020 6:05pm
ATTACHMENTS:
Description Type
COVID-19 UPDATE
10/12/20
Updated Public Health Information (as of 10/12/20):
• 362 Confirmed (cumulative) Cases in Town of which 5 are active cases.
Town/School/Community:
• We currently have 50%of employees working in the office/50%working remote and continue to
have a target date to open to the public by appointment(only) on 10/19.
• We continue with no employees that are presently positive with COVID-19.
• We continue to have a regular, COVID-19 conference call every Wednesday morning at 9 AM with
the Senior Management Team and Health Officials.
• We continue to move forward on town-provided remote learning options for our town and school
department employees which is called LexRecConnect and anticipate opening the program shortly
after the election. Given the Fire Department's move out of the temporary Fire Station next week,
we are reviewing whether the property at 173 Bedford is a better location than the Cary Memorial
Building(since the building will be vacant once the FD moves out).
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AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Update on Nest Steps for Social Racial Equity Initiatives
PRESENTER: ITEM
NUMBER:
Jill Hai, Select Board Member& Jim
Malloy, Town Manager L2
SUMMARY:
A verbal update will be provided at the meeting.
SUGGESTED MOTION:
FOLLOW-UP:
DATE AND APPROXIMATE TIME ON AGENDA:
10/14/2020 6:1 Opm
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Update on S T M 2020-3 Article 7: Land Acquisition
PRESENTER: ITEM
NUMBER:
Jim Malloy, Town Manager
I.3
SUMMARY:
The motion for this Article is attached, please note the agreed upon purchase price is $3,500,000 and the
Article seeks $60,000 which includes ancillary costs such as appraisal reports, survey and any filing or legal
fees. Also attached is a copy of the final draft of the P urc has e and Sales Agreement and a motion below on
the P & S.
SUGGESTED MOTION:
Move to authorize the Town Manager to execute the Purchase and Sales Agreement for 39 Highland Avenue as
per the attached final draft agreement, and further authorizing the Town Manager to make non-substantive
changes recommended by Town Counsel.
FOLLOW-UP:
DATE AND APPROXIMATE TIME ON AGENDA:
10/14/2020 6:15pm
ATTACHMENTS:
Description Type
PURCHASE AND SALE AGREEMENT
between
CAROL ASHLEY SMIT AND ROSAMOND J. SAVAGE, as Sellers
and
THE TOWN OF LEXINGTON, acting by and through its Conservation Commission, as Buyer
39 HIGHLAND AVENUE
LEXINGTON, MASSACHUSETTS
Dated as of[ ], 2020
16074.678/654792.8
Table of Contents
ARTICLE 1. Agreement to Sell...0 000000000*0000*0000 0 0*****1
ARTICLE 2. Purchase Price and Payment.
ARTICLE 3. Due Diligence Period, *****2
ARTICLE4. Conveyance of Title..........................................................................................4
ARTICLE5. Closing.................................................................................•.............................4
ARTICLE 6. ANR or Subdivision Plan.
ARTICLE7. As Is,Where Is.................................................................................................5
ARTICLE 8. Conditions to Closing; Extensions to Satisfy.................................................6
ARTICLE9. Default...............................................................................................................7
ARTICLE 10. Damage or Destruction; Condemnation........................................................8
ARTICLE 11. Representations and Warranties of Seller.
ARTICLE 12. Seller's Covenants Prior to Closing..............................................................11
ARTICLE 13. Apportionment of Taxes and Other Charges. *see 12
ARTICLE 14. Closing Costs............................................4.4..................o................4....................12
ARTICLE15. Broker.000000000000000000000eeeoe0000000000000000000000000000000000000000000000000000000000000000000000000000000eo*13
ARTICLE 16. Representations and Warranties of Buyer.0000000000000000000000000000000000000000000000000l3
ARTICLE17. Further Assurances........................................................................................13
ARTICLE 18. Duties and Responsibilities of Escrow Agent.000000000000000000000000000000000000000000eool4
ARTICLE19. Notices.0000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000e*14
ARTICLE20. Miscellaneous..................................................................................................14
-i-
16074.678/654792.8
Exhibits
EXHIBIT A Description of Real Property
EXHIBIT B Disclosure of Beneficial Interest
16074.678/654792.8
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of this
day of , 2020 (the "Effective Date"), by and between Carol Ashley Smit,
f/k/a Carol Elaine Ashley and Rosamond J. Savage, a/k/a Rosamond Jean Ashley, as tenants in
common,having addresses of[_] and [_],respectively, (hereinafter collectively referred to
as "Seller"), and THE TOWN OF LEXINGTON, acting by and through its Conservation
Commission,having an address of 1625 Massachusetts Avenue, Lexington,Massachusetts 02420
(hereinafter referred to as "Buyer").
RECITALS
A. Seller is the owner of the following real property, which, taken together, is herein
collectively called the "Property" or the"Real Property":
That certain parcel of land containing approximately 194,900 square feet identified as
"Parcel #1" on that certain Conceptual Layout dated October 1, 2018 prepared by GSG
Associates, Inc. ("Conceptual Plan") located in the Town of Lexington, Massachusetts, as
more particularly shown in EXHIBIT A attached hereto and incorporated herein by
reference (collectively the "Land") and all buildings (the "Buildings") and other
improvements located on the Land (the "Improvements"), together with all easements,
rights and privileges appurtenant thereto, consisting of a portion of that certain property
commonly known as 39 Highland Avenue, as the same may be adjusted to reflect the ANR
Plan as described in Article 6 herein.
B. Seller is prepared to sell, transfer and convey the Property to Buyer, and Buyer is
prepared to purchase, pay for, and acquire the Property from Seller and on the other terms and
conditions hereinafter set forth.
AGREEMENT
In consideration of the mutual covenants and agreements contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE 1. Agreement to Sell.
�e
Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and Buyer
agrees to buy, the Property.
-1-
16074.678/654792.8
ARTICLE 2. Purchase Price.
The total purchase price (the "Purchase Price") for the Property is Three Million Five
Hundred Thousand and 00/100 Dollars ($3,500,000.00), of which
$ 19000.00 has been paid by Buyer to bind the Offer
$3 94999999.00 are to be paid at the time of the delivery and recording of the deed
by wire or attorney s conveyancing,IOLTA or client's/trust account
checks.
$3950000.00 TOTAL
ARTICLE 3. Due Diligence Period.
3.1 Buyer shall have a due diligence period of ninety (90) days commencing on the
later of(a) the Effective Date and (b) the date all Approvals (as hereinafter defined), are obtained
(the "Due Diligence Period"), during which the Buyer shall have full opportunity to inspect, take
measurements, conduct surveys, perform tests, show the Property to contractors, architects,
surveyors,engineers and insurers,and make legal,engineering •and other reviews or investigations
of the Property, including, without limitation, title analysis, environmental site assessments, soil
and groundwater tests,well drilling,percolation tests,property surveys,and evaluations of utilities.
3.2 The Buyer, at its sole cost and expense, shall arrange for a nationally recognized
title company to deliver to the Buyer a title commitment(the"Title Commitment"),together with
legible copies of all of the underlying documentation described in such Title Commitment (the
"Title Documents") to the extent not already delivered to Buyer. within sixty (60) days of the
commencement of the Due Diligence Period(the "Title Review Period"), the Buyer shall deliver
written notice to the Seller specifying any objections that Buyer may have to any matters contained
in the Title Commitment or any survey(the"Survey")of the Property that Buyer may order("Title
Objection Notice"; any of said objections listed on the Title Objection Notice are deemed the
"Objectionable Exceptions"). If Buyer fails to deliver the Title Objection Notice prior to the
expiration of the Title Review Period, Buyer shall be deemed to have waived its rights to object to
the status of the title to the Property, subject however to Buyer's right to provide a supplementary
Title Objection Notice at any time up to the Closing Date respecting those defects in title arising
after the expiration of the Title Review Period.
3.3 Promptly after the receipt of the Title Objection Notice, Seller shall use diligent,
good faith efforts to address the Objectionable Exceptions raised by Buyer to Buyer's reasonable
satisfaction prior to Closing. In the event that,despite Seller's diligent and good faith efforts, Seller
cannot substantially address any Objectionable Exception as provided above prior to the Closing
Date,Buyer shall have the right to either(a)terminate this Agreement by delivering written notice
within five (5) business days after learning of Seller's inability to satisfactorily address any
Objectionable Exception, in which event, the Deposit shall be returned to Buyer and neither party
shall have any further rights or obligations under the Agreement, or (b) Buyer may consummate
the transaction contemplated by this Agreement in accordance with the terms hereof, in which
-2-
16074.678/654792.8
event,all those Objectionable Exceptions that Seller is unable to cure shall conclusively be deemed
to constitute Permitted Exceptions.
3.4 Notwithstanding anything in this Agreement to the contrary, Seller shall be
obligated to remove, at or prior to the Closing Date (and Seller may have use of the proceeds of
the Purchase Price to remove): (x) all mortgages, deeds of trust, security agreements, financing
statements, and all other financial instruments which evidence or secure the payment of a stated
indebtedness that was created or assumed by Seller, (y) all mechanic's liens created by Seller, and
(z) all encumbrances to title that are placed by Seller after the expiration of the Due Diligence
Period without the prior written consent of Buyer (which consent may be withheld in Buyer's
absolute and sole discretion).
3.5 After the expiration of the Due Diligence Period, Buyer shall have the right to
object in writing to any title matter that is not a Permitted Exception and(i)which first appears of
record after the date of Buyer's Title Commitment, and(11) is not the result of any act or omission
by Buyer or its agents. Unless Buyer is entitled to and timely objects to such title matters, all such
title matters shall be deemed to constitute additional Permitted Exceptions.
3.6 The Seller shall cooperate with the Buyer to give the Buyer access to the Property
during the Due Diligence Period.
3.7 Prior to engaging in any test or investigation that could damage any portion of the
premises, Buyer shall give Seller three (3) business days' notice and the opportunity to have a
representative or employee of Seller present during such activity.Buyer shall use reasonable efforts
promptly to repair, at its sole cost and expense, any damage to the premises caused by such tests
or investigations.
3.8 If the Buyer is not satisfied in its sole judgment with any of the information obtained
by the Buyer while conducting the due diligence identified above (other than title objection issues
that are controlled by Sections 3.2, 3.3, 3.4, and 3.5 above), then the Buyer shall have the right to
terminate this Agreement by written notice to the Seller at any time or prior to 5:00 p.m. on the
last day of the Due Diligence Period. If Buyer timely elects to so terminate this Agreement, then
Escrow Agent shall return the Deposit to Buyer; whereupon this Agreement shall be terminated
and the parties shall be relieved of all obligations owed to the other arising from this Agreement
except for those matters which expressly survive the termination of this Agreement.
3.9 Notwithstanding anything herein to the contrary, Buyer may elect to extend the Due
Diligence Period for specific and identified incomplete due diligence activity, for up to thirty (30)
days if,in Buyer's reasonable opinion, its due diligence activities are substantially hindered by Force
Maj eure, and Buyer agrees to the extent reasonably practical to diligently prosecute its due diligence
activities during such thirty(30)day period. As used in this Agreement,the term"Force Maj eure"
shall mean delays due to riots, acts of God, war, acts of terrorism, governmental regulation, an
emergency where imminent harm to persons or property is at risk, unusual scarcity of or inability
to obtain labor or materials, labor difficulties, declared state of emergency or public health
emergency, pandemic (specifically, but without limitation, including COVID-19), government
mandated quarantine or travel ban, order of government or civil or military authorities, casualty or
any other causes reasonably beyond the parties' control.
-3-
16074.678/654792.8
ARTICLE 4. Conveyance of Title.
4.1 The Property shall be conveyed by a good and sufficient Quitclaim Deed (the
"Deed") running to Buyer. The Deed shall convey good and clear record marketable fee simple
title to the Property, free from all liens and encumbrances from or on the Property except for the
following matters (the"Permitted Exceptions"):
4.1.1 the lien of all real estate taxes and assessments not yet due and payable as
of the date of Closing;
4.1.2 existing building and zoning laws and ordinances; and
4.1.3 all other matters of record to which Buyer has accepted pursuant to Article
3.
ARTICLE 5. Closin .
5.1 Unless extended pursuant to the terms of this Agreement, the closing of the
transactions contemplated hereunder(the"Closing")shall take place on [ ] ("Closing
Date") at the offices of Anderson & Kreiger LLP, 50 Milk Street, 21 St Floor, Boston, MA, unless
otherwise agreed in writing at least five (5)business days prior to Closing.
5.2 At the Closing, Seller shall deliver the following documents:
5.2.1 The Deed, duly executed by Seller and acknowledged as required to be in
recordable form;
5.2.2 A certification of non-foreign status duly executed by Seller;
5.2.3 Evidence satisfactory to Buyer's title insurance company (the "Title
Company") that all necessary approvals and/or consents by Seller have
been delivered and such other evidence satisfactory to the Title Company
of Seller's authority and the authority to convey the Property pursuant to
this Agreement;
5.2.4 Affidavits and indemnities reasonably sufficient for the Title Company to
delete any exceptions for parties in possession and mechanics' or
materialmen's liens from the owner's title insurance policy (the "Title
Policy");
5.2.5 A certificate restating as of the Closing Date all of Seller's representations
and warranties contained herein or, to the extent that such representations
and warranties are no longer true and correct, a certificate setting forth all
exclusions and exceptions to such representations and warranties then
known to Seller, duly executed by Seller;
5.2.6 An original 1099 Certification, duly executed by Seller; and
5.2.7 Keys to all locks at the Property.
-4-
16074.678/654792.8
5.3 At the Closing, Buyer shall deliver, or cause to be delivered, the following:
5.3.1 The Purchase Price as adjusted in accordance with the terms hereof;
5.3.2 A certificate restating as of the Closing Date all of Buyer's representations
and warranties contained herein or, to the extent that such representations
and warranties are no longer true and correct, a certificate setting forth all
exclusions and exceptions to such representations and warranties then
known to Buyer, duly executed by Buyer; and
5.3.3 A certified copy of the Town Meeting vote authorizing the transactions
contemplated herein.
ARTICLE 6. ANR or Subdivision Plan.
6.1 The Property is not shown as a separate lot on a recorded plan, and the parties
acknowledge and agree that an Approval Not Required plan or subdivision plan of the Property
(the "ANR Plan") must be endorsed by the Lexington Planning Board within sixty (60) days of
the Effective Date (the "Plan Deadline Date") and recorded with the Middlesex South Registry
of Deeds within seven (7) days after the end of the Due Diligence Period (as defined herein) as
long as this Agreement has not been terminated, provided the Seller shall have the right to extend
the Plan Deadline Date by up to thirty (30) days where through no fault of its own the Planning
Board has failed to endorse the ANR Plan within a time frame consistent with the original Plan
Deadline Date,but only to the extent necessary to fulfill its obligations hereunder; should the Plan
Deadline Date be extended, the Closing Date as set forth in Article 5 hereof shall be extended by
the same amount of time or for a time period that is mutually acceptable to the parties. The Seller
shall work diligently and in good faith to ensure that the ANR Plan based on the Conceptual Plan
is endorsed or approved and completed and recorded, and the Buyer shall have the opportunity to
review, provide input on and approve the ANR Plan before it is submitted to the Lexington
Planning Board for endorsement or approval. If, despite the diligent and good faith efforts of the
Seller,the ANR Plan is not endorsed or approved, including constructive approval, and completed
and recorded with the Middlesex South Registry of Deeds by the Plan Deadline Date, as extended,
then the Buyer shall be entitled to terminate this Agreement by written notice to the Seller. The
costs of the preparation, submittal, endorsement, approval and/or recording of the ANR Plan shall
be the sole responsibility of the Seller.
6.2 The parties hereby agree that the dimensions of the Property as set forth in
Paragraph A of the Recitals may be slightly adjusted to reflect the dimensions shown on the ANR
Plan.
ARTICLE 7. As Is, Where Is.
7.1 Subject to the terms hereof,the Property is being acquired by Buyer in an"AS IS",
"WHERE IS" condition, "WITH ALL DEFECTS" and "WITH ALL FAULTS" in the same
condition as of the Effective Date, reasonable use and wear and tear, and damage by casualty
excepted. Buyer acknowledges that it will be acquiring the Property on the basis of its own
investigations and that it has been given an opportunity to inspect fully the Property and investigate
all matters relevant thereto. Except as expressly set forth in this Agreement or in any documents
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delivered by Seller to Buyer at Closing,no representations or warranties,whether express,implied
or statutory, have been made or are made and no responsibility has been or is assumed by Seller
or by any officer,person, firm, agent or representative acting or purporting to act on behalf of the
Seller as to condition or repair of the Property or the value, expense of operation, or income
potential thereof, the reliability of any information furnished to Buyer or as to any other fact or
condition which has or might affect the Property or the condition, repair, value, expense of
operation or income potential of the Property or any portion thereof. Buyer hereby expressly
releases the "Seller Group" (as defined herein) from any and all claims, losses, proceedings,
damages, causes of action, liability, costs or expenses (including attorneys' fees) arising from, in
connection with or caused by (a) Buyer's reliance upon any of the information or statements by
the Seller,or on the representations or assertions contained therein(the"Property Information"),
or (b) the inaccuracy, incompleteness or unreliability of any of the Property Information made
available to Buyer.
ARTICLE 8. Conditions to Closing; Extensions to SatisfX.
8.1 Buyer's Conditions. Without limiting any of the other conditions to Buyer's
obligations to close set forth in this Agreement,the obligations of Buyer under this Agreement are
subject to the satisfaction at the time of Closing of each of the following conditions (any one of
which may be waived in whole or in part by Buyer at or prior to Closing):
8.1.1 All of the representations and warranties by Seller set forth in this
Agreement or any Exhibit attached hereto shall be true and correct in all
material respects when made and shall be true and correct in all material
respects as of the Closing;
8.1.2 Seller shall have performed, observed, and complied in all material respects
with all covenants and agreements required by this Agreement to be
performed by Seller at or prior to Closing;
8.1.3 No proceeding shall have been commenced against Seller under the United
States Bankruptcy Code or any state law for relief of debtors;
8.1.4 The physical condition (including the environmental condition) of the
Property shall be substantially the same upon the Closing as of the Effective
Date, except for reasonable wear and tear, damage or destruction by
casualty(as described herein); and
8.1.5 Seller shall have: (a) executed and delivered to Buyer, or the applicable
party, all of the documents required to be delivered by Seller at the Closing
as set forth herein and (b) taken all other action required of Seller at the
Closing in accordance with the terms and conditions of this Agreement.
8.2 Extension of Closing Date. If on or before the Closing Date any condition to
Buyer's obligation to close set forth in Section 8.1 has not been satisfied, Seller shall use diligent
and good faith efforts to attempt to satisfy any such unsatisfied condition, and if Seller so elects,
the Closing Date shall be extended by written notice from Seller to Buyer for a period of up to
thirty(30) days as specified in said notice.
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8.3 Seller's Conditions. Without limiting any of the other conditions to Seller's
obligations to close set forth in this Agreement,the obligations of Seller under this Agreement are
subject to the satisfaction at the time of Closing of each of the following conditions (any one of
which may be waived in whole or in part by Seller at or prior to Closing):
8.3.1 All of the representations and warranties by Buyer set forth in this
Agreement or any Exhibit attached hereto shall be true and correct in all
material respects when made and shall be true and correct in all material
respects as of the Closing; and
8.3.2 Buyer shall have performed, observed,and complied in all material respects
with all covenants and agreements required by this Agreement to be
performed by Buyer at or prior to Closing.
8.4 Failure of Condition. If any condition to either party's obligation to proceed with
the Closing is not satisfied at Closing (as the same may be extended), other than as a result of a
default by the other party(the remedies for which are provided in Article 9 below), such party may
either(a) terminate this Agreement by delivering written notice to the other party on or before the
Closing Date, whereupon the Deposit shall be immediately returned to such party (and this shall
be such party's sole and exclusive remedy at law and in equity as a result of such termination), or
(b)elect to close,notwithstanding the non-satisfaction of such condition,in which event such party
shall be deemed to have waived any such condition.
ARTICLE 9. Default.
9.1 Seller Default. In the event that Seller fails to fulfill its obligation hereunder to
close this transaction and transfer the Property to Buyer in accordance with the terms and
conditions set forth in this Agreement,
9.1.1 Buyer's remedies shall be limited to the right to: (a) terminate this
Agreement by delivery of written notice to Seller at which time the Escrow
Agent shall return the Deposit to Buyer, whereupon this Agreement shall
terminate and neither party shall have any further rights or obligations with
respect to each other or this Agreement, except those that are expressly
provided in this Agreement to survive the termination hereof; or (b)
continue this Agreement and seek specific performance of Seller's
obligations hereunder, and if Buyer prevails thereunder, Seller shall
reimburse Buyer for all reasonable legal fees, court costs, and all other
reasonable costs of such action.
9.1.2 If Seller willfully defaults under this Agreement by conveying the Property
to a third-party so that specific performance is not available to Buyer, Seller
shall also reimburse Buyer for all of Buyer's reasonable out-of-pocket costs
and expenses, including, without limitation, fees for Buyer's attorneys,
engineers and consultants in connection with (i) the preparation and
negotiation of this Agreement and (ii) due diligence review of the Property
(including, without limitation, the cost of obtaining and reviewing any title
commitments, surveys and environmental and engineering reports and
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tests), and this, in addition to the right to receive a refund of the Deposit,
shall be Buyer's sole and exclusive remedy at law and in equity in the event
of any such willful default.
9.2 Buyer Default. In the event of a default by Buyer of any of its representations,
warranties, covenants or obligations hereunder, it would be extremely impracticable and difficult
to estimate the damage and harm which Seller would suffer, and because a reasonable estimate of
the total net detriment that Seller would suffer in the event of Buyer's failure to duly complete the
acquisition hereunder is the amount of the Deposit, Seller shall be entitled to receive and retain the
Deposit as and for Seller's sole and exclusive remedy for damages arising from Buyer's failure to
complete the acquisition in accordance with the terms hereof, and Seller shall have no further
recourse or remedy at law or in equity for any breach by Buyer hereunder;provided,however that,
notwithstanding anything herein to the contrary,in addition to Seller's ability to retain the Deposit,
Seller shall also have the right to enforce Buyer's obligations under Section 9.4,ARTICLE 15 and
Section 20.16 hereof.
9.3 No Indirect Damages. Subject to the provisions of Section 9.1, under no
circumstances shall Seller or Buyer have the right to any indirect, consequential or punitive
damages, "overhead" or similar charges, or any damages relating to lost profits or lost
opportunities with respect to any such default by the other party hereto, it being understood that
Seller and Buyer hereby waive their right to collect all other damages and all of their rights and
remedies on account of a default hereunder by the other party hereto, and agree that the remedies
described in this ARTICLE 9 shall be their sole and exclusive remedies in the event of any such
default.
9.4 Return of Property Information. Notwithstanding anything contained in this
Agreement to the contrary, if this Agreement is terminated for any reason whatsoever,then Buyer
shall promptly deliver to Seller all Property Information provided to Buyer by Seller, including
copies thereof in any form whatsoever(including electronic form)and if requested by Seller, along
with any and all test results and studies performed by or on behalf of Buyer pursuant to this
Agreement, excluding any confidential or proprietary information or financial modeling or
attorney work product. The obligations of the Buyer under this paragraph shall survive any
termination of this Agreement.
ARTICLE 10. Damage or Destruction; Condemnation.
10.1 The risk of loss, damage or destruction to the Property by fire or other casualty or
the taking of all or part of the Property by condemnation or eminent domain or by an agreement
in lieu thereof until the Closing is assumed by Seller.
10.2 In the event of partial damage or destruction of the Property of a type which can,
under the circumstances, reasonably be expected (based on the estimate of a licensed architect or
engineer selected by Seller)to be restored or repaired at a cost of[$250,000.00] or less,then Buyer
shall (unless such damage has been repaired by Seller in a good and workmanlike manner prior to
Closing), accept title to the Property in its destroyed or damaged condition. Buyer shall pay the
full Purchase Price at Closing without reduction, and Seller shall pay over or assign to Buyer all
rights to any proceeds of insurance payable with respect to such destruction or damage (less
amounts reasonably expended by Seller in repairing the damage or collecting proceeds prior to the
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Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any
deductible; provided, however, that if such insurance proceeds are less than the full cost of such
restoration and repairs, Buyer may elect to reduce the Purchase Price by the amount of such
shortfall.
10.3 In the event that the Property shall have been damaged or destroyed, the cost of
repair or restoration of which would reasonably be expected (based on the estimate of a licensed
architect or engineer selected by Seller) to exceed the sum of[$250,000.00], then at Buyer's sole
election, Buyer may (a) terminate this Agreement by delivering written notice to Seller, in which
case the Escrow Agent shall return the Deposit to Buyer and this Agreement shall terminate and
all other obligations of the parties hereto shall cease except those set forth in Section 9.4,ARTICLE
15, and Section 20.16 hereof, and this Agreement shall be void and without recourse to the parties
hereto or(b) elect to close on the Property in which event Seller shall pay over or assign to Buyer
all rights to any proceeds of insurance payable with respect to such destruction or damage (less
amounts reasonably expended by Seller in repairing the damage) and Buyer shall have a credit
against the Purchase Price in the amount of any deductible...; provided, however, that if such
insurance proceeds are less than the full cost of such restoration and repairs, Buyer may elect to
reduce the Purchase Price by the amount of such shortfall.
10.4 If prior to the Closing Date, all or a material portion of the Property is taken by
condemnation or eminent domain or any proceeding to acquire, take or condemn all or a material
portion of the Property is threatened or commenced, Buyer may either terminate this Agreement
(in which event Buyer shall be entitled to a return of the Deposit and all other obligations of the
parties hereto shall cease except those that by the express terms of this Agreement shall survive
the termination of this Agreement) or purchase the Property in accordance with the terms hereof,
without reduction in the Purchase Price,together with an assignment of Seller's rights to any award
paid or payable by or on behalf of the condemning authority. If Seller has received payments from
the condemning authority and if Buyer elects to purchase the Property, Seller shall credit the
amount of said payments against the Purchase Price at the Closing.
10.5 Seller shall promptly notify Buyer in writing of any material damage or destruction
to the Property or any notice received by it or information or awareness acquired by it regarding
the threatening of or commencement of condemnation or similar proceedings.
ARTICLE 11. Representations and warranties of Seller.
11.1 In order to induce Buyer to enter into this Agreement and to consummate the
purchase of the Property, Seller hereby represents and warrants to Buyer as of the date of this
Agreement as follows:
11.1.1 Authority. This Agreement and all documents executed by Seller that are
to be delivered to Buyer at the Closing are, or at the time of Closing will be,
duly authorized,executed and delivered by Seller,and all consents required,
if any, will have been obtained. This Agreement and such documents are,
or at the Closing will be, legal, valid, and binding obligations of Seller
enforceable in accordance with their terms, and do not, and at the time of
Closing will not, violate any provisions of any agreement or judicial order
to which Seller is a party or to which Seller or the Property is subject.
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11.1.2 Condemnation. To Seller's knowledge, Seller has not received written
notice of any condemnation, zoning, environmental or other land use
regulation proceedings that would detrimentally affect the use, occupancy
and operation of the Property or the value of the Property.
11.1.3 Leases. There are no leases or occupancy agreements affecting the
Property.
11.1.4 Violations of Law. To Seller's knowledge, Seller has not received any
written notice from any governmental authority having jurisdiction that the
Property is in violation of any law, ordinance, rule or regulation applicable
to the Property which has not been cured. To Seller's knowledge, Seller has
not received any written notice from any governmental authority having
jurisdiction of any failure by Seller to obtain any permit, license or other
approval (collectively, the "Property Licenses") which is necessary in
order to own, use, or operate the Property for its current use which has not
been cured,or any intended revocation or modification of any such Property
Licenses which would have a material adverse effect on the Property.
11.1.5 Litigation. Seller has not been threatened with or received written notice of
any legal action, suit or proceeding against the Property before or by any
federal or state court, commission, regulatory body, or administrative
agency, domestic or foreign, which would, if determined adversely,
materially and adversely affect the use or the value of the Property.
11.1.6 Section 1445. Seller is not a "foreign person" as defined by the Internal
Revenue Code (the "Code"), Section 1445, Seller's Taxpayer or Employer
I.D. Number is and Seller will execute and deliver to Buyer
at Closing an affidavit or certification in compliance with Code Section
1445.
11.1.7 Patriot Act/Executive Order 13224. Seller is not in violation of any legal
requirements,now or hereafter in effect,relating to money laundering, anti-
terrorism, trade embargoes and economic sanctions, including, without
limitation, Executive Order 13224 (as defined below) and the Patriot Act
(as defined below). Seller(i)is not(a)a Blocked Person(as defined below)
or (b) owned, in whole or in part, directly or indirectly, by any Blocked
Person; and (ii) does not (a) conduct any business or engage in any
transaction or dealing with a Blocked Person or (b) deal in, or otherwise
engage in, any transaction or dealing relating to any property, or interests in
property, blocked pursuant to Executive Order 13224.
As used herein, (i) "Blocked Person" is defined as any individuals or
entities which (a) are owned or controlled by, or acting on behalf of, the
governments of countries currently listed under section 60) of the Export
Administration Act as supporting international terrorism, or (b) are owned
or controlled by, are acting on behalf of, or are associated with international
terrorism, as indicated by their listing on the Treasury Department's
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Specially Designated Nationals and Blocked Persons, as updated from time
to time; (ii) "Executive Order 13224" is defined as Executive Order
Number 13224, "Blocking Property Transactions with Persons who
Commit, Threaten to Commit, or Support Terrorism," 66 Fed. Reg. 49079
(Sept. 23, 2001); and (iii) "Patriot Act" is defined as the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001,Pub. L.No. 107-56, 115 Stat.
272.
11.2 If prior to Closing, Buyer obtains actual knowledge that any of the representations
or warranties made herein by Seller are inaccurate,untrue or incorrect in any material respect,then
Buyer shall elect either to (a) waive such misrepresentations or breaches of representations and
warranties and consummate the transaction contemplated hereby without any reduction of or credit
against the Purchase Price, in which case Seller's representations and warranties shall be deemed
to be revised to reflect such information or(b) terminate this Agreement by notice to Seller given
within five (5) business days after Buyer's discovery of such matters, in which event the Deposit
shall be paid to Buyer and thereupon all obligations of the parties under this Agreement shall
terminate(other than those obligations which,by the express terms of this Agreement, survive the
termination of this Agreement, which shall remain in effect), unless such matter is reasonably
susceptible of being remedied and Seller has notified Buyer within such five (5) day period that
Seller is willing to remedy such matter(in which case such remedy shall be a condition to Buyer's
obligations hereunder), and if such matter arises during the thirty (30) day period immediately
prior to the Closing hereunder, then Seller may extend the Closing for up to thirty (30) days by
written notice to Buyer.
11.3 For the purposes of this Agreement, the term "Seller's knowledge" or words of
similar import, shall refer only to the actual knowledge of Kristen Felton, and shall not be
construed to refer to the knowledge of any other manager, member, partner, beneficial owner,
officer, employee or agent of Seller,nor shall such term impose any duty to investigate the matters
to which such knowledge, or absence thereof, pertain. There shall be no personal liability on the
part of Kristen Felton arising out of any representations or warranties made herein or otherwise.
If, after the date hereof and prior to the Closing, either party obtains knowledge that any of the
representations or warranties made herein by the other are untrue, inaccurate or incorrect in any
material respect, such party shall promptly give the other party written notice thereof of obtaining
such knowledge and the party so notified shall have the opportunity to cure such matter prior to
the Closing.
ARTICLE 12. Seller's Covenants Prior to Closing. Between the Effective Date and the
Closing, Seller shall operate the Property or cause the Property to be operated in the ordinary
course of business and consistent with past procedures heretofore followed by it in connection
with such operation, including, without limitation,maintaining Seller's existing insurance
coverage with respect to the Property,provided, however, that Seller shall not be obligated to
make any capital improvements, capital repairs, or capital replacements prior to Closing except
as necessary to ensure that the Property is in compliance with Section 8.1.4 herein. Leases.
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After the date hereof, Seller shall not enter into any lease or occupancy agreement with respect
to the Property.
12.2 Operating Contracts. Seller shall not, without the prior written consent of Buyer,
which may be withheld in Buyer's sole and absolute discretion,enter into any contract which could
bind Buyer or the Property after the Closing.
ARTICLE 13. Apportionment of Taxes and Other Charges.
13.1 Prorations. All normal and customarily proratable items, including without
limitation, real estate and personal property taxes and special assessments, shall be prorated as of
the Closing Date in accordance with the ordinary custom and practice in Lexington,Massachusetts,
Seller being charged and credited or debited, as the case may be, for all of such payments
attributable to the period up to the Closing Date, regardless of when such payments are actually
due and payable, and Buyer being charged and credited for all of the same relating to the period
on and after the Closing Date. In the event any apportionment/adjustment pursuant to this Section
are, subsequent to the closing, found to be erroneous, then either party hereto who is entitled to
additional monies shall invoice (along with reasonably detailed back-up data) the other party for
such additional amounts as may be owing,and such amounts shall be paid,with good funds,within
ten (10) days from the date of the invoice. This Section shall survive the delivery of the deed
hereunder.
ARTICLE 14. Closing Costs.
Except as hereinafter specifically provided, Seller and Buyer shall allocate all closing costs
between them in accordance with standard practice in Lexington, Massachusetts. Each of Seller
and Buyer shall be responsible for preparing such documents as it is obligated to deliver pursuant
to ARTICLE 5 hereof and for its own legal expenses. Seller and Buyer agree to allocate closing
costs as follows:
14.1 Buyer'sCosts. Buyer will pay the following costs:
14.1.1 The fees and disbursements of its counsel;
14.1.2 The cost of any title investigations and title insurance policies issued in
connection with this transaction;
14.1.3 Land survey costs incurred by Buyer;
14.1.4 Any recording fees for recording the Deed; and
14.1.5 Any other expense(s) incurred by Buyer or its representative(s) in
inspecting or evaluating the Property or closing this transaction.
14.2 Seller's Costs. Seller will pay:
14.2.1 The fees and disbursements of Seller's counsel;
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14.2.2 Any real estate transfer, stamp or documentary taxes, as well as, any
recording fees necessary to remove any applicable liens or mortgages; and
14.2.3 The Broker's fee, to the extent any such fee is payable pursuant to Seller's
separate agreement with the Broker.
ARTICLE 15. Broker.
15.1 Each party represents hereby to the other that it dealt with no broker in the
consummation of this Agreement other than[ ] (the"Broker"),whose commission
shall be paid by Seller pursuant to a separate agreement between Seller and Broker),and each party
shall indemnify and save the other harmless from and against any claim, loss, cost, damage,
liabilities and expense (including, without limitation, reasonable counsel fees and court costs)
arising from the breach of such representation by the indemnifying party to the extent permitted
by law.
15.2 The provisions of this ARTICLE 15 shall survive Closing or the termination of this
Agreement.
ARTICLE 16. Representations and Warranties of Buyer.
Buyer hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as
follows:
16.1 This Agreement and all documents executed by Buyer that are to be delivered to
Seller at the Closing are, or at the time of Closing will be, duly authorized, executed and delivered
by Buyer, and all consents required by law will have been obtained. All necessary third party
consents and approvals to the transactions contemplated hereby have been obtained. This
Agreement and such documents are, or at the Closing will be, legal,valid, and binding obligations
of Buyer enforceable in accordance with their terms, and do not, and, at the time of Closing will
not,violate any provisions of any agreement or judicial order to which Buyer is a party or to which
it is subj ect.
16.2 There are no proceedings pending or, to Buyer's knowledge, threatened against it
in any court or before any governmental authority or any tribunal which, if adversely determined,
would have a material adverse effect on its ability to purchase the Property or to carry out its
obligations under this Agreement.
ARTICLE 17. Further Assurances.
17.1 Seller and Buyer shall cooperate with one another at reasonable times and on
reasonable conditions and shall execute and deliver such instruments and documents as may be
necessary in order fully to carry out the intent and purposes of the transactions contemplated
hereby. Except for such instruments and documents as the parties were originally obligated to
deliver by the terms of this Agreement, such cooperation shall be without additional cost or
liability.
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ARTICLE 18. Duties and Responsibilities of Escrow Agent.
All deposits made hereunder shall be held in escrow by as
escrow agent ("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 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 a court of competent
jurisdiction.
ARTICLE 19. Notices.
Any notice, consent or approval required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given upon(i)hand delivery, (ii)one business
day after being deposited with Federal Express or another reliable overnight courier service for
next business day delivery, (iii) facsimile or (iv) three business days after being deposited in the
United States certified mail, postage prepaid, return receipt required, and addressed as follows:
To Seller: [ ]
With a copy to: [ ]
To Buyer: Town of Lexington
1625 Massachusetts Avenue
Lexington, MA 02420
Attention: James Malloy, Town Manager
With a copy to: Anderson&Kreiger LLP
50 Milk Street
Suite 2100
Boston, MA 02109
Attention: Mina S. Makarious, Esq.
or such other address as either party may from time to time specify in writing to the other. Any
notice, consent, approval or extension of time hereunder may be given on behalf of a party by its
attorney in accordance with the terms of this ARTICLE 19.
ARTICLE 20. Miscellaneous.
20.1 Municipal Purposes. Buyer is acquiring the Property for municipal and
conservation purposes, which may include open space and passive recreation. Buyer may elect to
acquire the Property through one or more deeds for portions of the Property running to one or more
municipal entities,boards or commissions,upon notification to Seller at least three(3)days before
the deed or deeds are to be delivered as herein provided.
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20.2 Municipal Approvals and Processes. Notwithstanding anything set forth herein to
the contrary, the Buyer's obligations hereunder are expressly subject to all municipal approvals
that are required for the Buyer's purchase of the Property, including without limitation Town
Meeting approval, and completion of the notification process set forth in M.G.L. c. 30B sec.
16(e)(2) to the Town's satisfaction (collectively, the "Approvals"). In the event that the Buyer
does not receive any one or more of the Approvals (if required) then Buyer may elect to terminate
this Agreement by notice to Seller and this Agreement shall become null and void without recourse
to the parties hereto.
20.3 Assignment by Buyer; Successors and Assigns. Without the prior written consent
of Seller, which consent may be withheld by Seller in Seller's sole discretion, Buyer shall not,
directly or indirectly, assign this Agreement or any of its rights hereunder.
20.4 Entire Agreement;Amendment. The parties understand and agree that their entire
agreement is contained herein and that no warranties, guarantees, statements, or representations
shall be valid or binding on a party unless set forth in this Agreement. It is further understood and
agreed that all prior understandings and agreements heretofore had between the parties are merged
in this Agreement which alone fully and completely expresses their agreement and that the same
is entered into after full investigation, neither party relying on any statement or representation not
embodied in this Agreement. This Agreement may be changed, modified, altered or terminated
only by a written agreement signed by Buyer and Seller and, with respect to the provisions of
ARTICLE 18 only, the Escrow Agent.
20.5 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without regard to principles of choice of
law or conflicts of law. For purposes of any suit, action or proceeding involving this Agreement,
Buyer and Seller hereby expressly submit to the jurisdiction of all federal and state courts sitting
in the Commonwealth of Massachusetts and consent that any order, process, notice of motion or
application to or by any such court or a judge thereof may be served within or without such court's
jurisdiction by registered mail or by personal service, provided that a reasonable time for
appearance is allowed, and the parties agree that such courts shall have exclusive jurisdiction over
any such suit, action or proceeding commenced by either or both of said parties. In furtherance of
such agreement, the parties agree upon the request of the other to discontinue (or agree to the
discontinuance of) any such suit, action or proceeding pending in any other jurisdiction. Each
party hereby irrevocably waives any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any
federal or state court sitting in the Commonwealth of Massachusetts, and hereby further
irrevocably waives any claim that such suit, action or proceeding brought in any such court has
been brought in an inconvenient form.
20.6 No Waiver. No delay in exercising any right or remedy shall constitute a waiver
thereof, and no waiver by Seller or Buyer of the breach of any covenant of this Agreement shall
be construed as a waiver of any preceding or succeeding breach of the same or any other covenant
or condition of this Agreement.
20.7 Time of the Essence; Time Periods. Time is of the essence of this Agreement. Any
reference in this Agreement to the time for the performance of obligations or elapsed time shall
mean consecutive calendar or business days, months, or years, as applicable. As used in this
-15-
16074.678/654792.8
Agreement,the term"business day"shall mean any day other than a Saturday, Sunday,recognized
federal holiday or a recognized state holiday in the Commonwealth of Massachusetts. If the last
date for performance by either party under this Agreement occurs on a day which is not a business
day, then the last date for such performance shall be extended to the next occurring business day.
20.8 Severability. If any term, provision, covenant, or condition of this Agreement, or
the application thereof to any person or any circumstance, is held to be unenforceable, invalid or
illegal (in whole or in part) for any reason (in any relevant jurisdiction), the remaining terms,
provisions, covenants, and conditions of this Agreement, modified by the deletion of the
unenforceable, invalid or illegal portion (in any relevant jurisdiction), will continue in full force
and effect, and such unenforceability, invalidity, or illegality will not otherwise affect the
enforceability, validity or legality of the remaining terms,provisions, covenants and conditions of
this Agreement so long as this Agreement as so modified continues to express, without material
change,the original intentions of the parties as to the subject matter hereof and the deletion of such
portion of this Agreement will not substantially impair the respective expectations of the parties or
the practical realization of the benefits that would otherwise be enforced upon the parties. The
parties will endeavor in good faith negotiations to replace the prohibited or unenforceable
provision with a valid provision, the economic effect of which comes as close as possible to that
of the prohibited or unenforceable provision.
20.9 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original,but any number of which,taken together, shall be
deemed to constitute one and the same instrument.
20.10 Construction of Agreement. This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been prepared
primarily by counsel for one of the parties, it being recognized that both Buyer and Seller have
contributed substantially and materially to the preparation of this Agreement.
20.11 No Personal Liability. Buyer acknowledges and agrees that no general or limited
partner, officer, director, equity owner, employee, agent, member, manager or representative of
Seller(or any partner, member or manager of such a partner, member or manager) shall ever have
any personal liability under this Agreement. Seller acknowledges and agrees that no member,
employee, agent or representative of Buyer shall ever have any personal liability under this
Agreement.
20.12 Merger. Except as otherwise specifically provided herein or in any closing
document, the acceptance of the deed by the recordation thereof shall be deemed to be a full and
complete performance and discharge of every agreement and obligation of the Seller herein
contained.
20.13 No Third Party Beneficiaries. Nothing in this Agreement is intended, nor will be
deemed,to confer rights or remedies upon any person or legal entity not a party to this Agreement.
20.14 Captions. The captions in this Agreement are inserted only for the purpose of
convenient reference and in no way define, limit or prescribe the scope or intent of this Agreement
or any part hereof.
-16-
16074.678/654792.8
20.15 Recording. It is agreed hereby that neither this Agreement nor any notice or
memorandum hereof shall be recorded.
20.16 Publicity and Confidentiality. Seller and Buyer each agree that, prior to the
Closing, the terms of the transaction contemplated by this Agreement, the existence of this
Agreement, any information discovered by Buyer during its due diligence and all information
made available by one party to the other shall be maintained in strict confidence and no disclosure
of such information will be made by Seller or Buyer, whether or not the transaction contemplated
by this Agreement shall close, except to such attorneys, accountants, investment advisors, lenders
and others as are reasonably required to evaluate and consummate that transaction, provided,
however that Buyer shall be entitled to release this Agreement at any time for the purposes of Town
Meeting and any required municipal approvals in connection with the transaction contemplated
herein. Nothing in this Article shall prevent Seller or Buyer from disclosing or accessing any
information otherwise deemed confidential under this Article (a) in connection with that party's
enforcement of its rights hereunder; (b)pursuant to any legal requirement, any statutory reporting
requirement or any accounting or auditing disclosure requirement; (c) in connection with
performance by either party of its obligations under this Agreement (including, but not limited to,
the delivery and recordation of instruments,notices or other documents required hereunder); or(d)
to potential investors, participants or assignees in or of the transaction contemplated by this
Agreement. The provisions of this paragraph shall survive the Closing or the termination of this
Agreement.
20.17 No Offer. The submission of this Agreement for review and execution shall not be
deemed an offer by Seller to sell the Property nor a reservation or option for the Property on behalf
of the Buyer. This Agreement shall become effective and binding only upon the execution and
delivery hereof by both the Buyer and the Seller.
20.18 Disclosure of Beneficial Interest Form: The Buyer acknowledges that the Seller has
provided the disclosure of beneficial interest form that is attached hereto as EXHIBIT B as
required under G.L. c. 7, sec. 40J.
(Signature page follows)
-17-
16074.678/654792.8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as an
instrument under seal as of the day and date first written above.
Sellers:
Carol Ashley Smit
Rosamond J. Savage
Buyer:
THE TOWN OF LEXINGTON
By:
Name: James Malloy
Title: Town Manager
Duly Authorized
-18-
16074.678/654792.8
EXHIBIT A
DESCRIPTION OF REAL PROPERTY
[attached]
-19-
16074.678/654792.8
EXHIBIT B
DISCLOSURE OF BENEFICIAL INTEREST FORM
[attached]
-zo-
16074.678/654792.8
ARTICLE 7 LAND PURCHASE
MOTION: That(a)the Select Board or the Conservation Commission be authorized to purchase,take
by eminent domain or otherwise acquire for conservation purposes, including passive recreation as
provided by M.G.L. c.40,Section 8C,to be managed and controlled by the Conservation Commission of
Lexington, any fee, easement, or conservation restriction as defined in M.G.L. c. 184, § 31, or other
interest in all or any part of land known as Lot 233 on Assessors' Property Map 40, and further
identified as Parcel#1, containing 4.48 acres, more or less, as shown on plan entitled "Conceptual
Layout" prepared by GCG Associates, Inc. dated 10/1/2018, on such terms and conditions as the Select
Board may determine, and to conduct all necessary site surveys and environmental assessments and to
incur legal and closing costs in connection therewith; and that$3,560,000 be appropriated for such land
acquisition and related costs; and that to raise such amount, $880,000 be appropriated from the Open
Space Reserve of the Community Preservation Fund and $1,680,000 be appropriated from the
Undesignated Fund Balance of the Community Preservation Fund, and that the Treasurer,with the
approval of the Board of Selectmen, be authorized to borrow$1,000,000 under M.G.L. Chapter 44,
Section 7 or pursuant to any other enabling authority; and by applying and receiving funding under the
Commonwealth's Local Acquisitions of Natural Diversity (LAND) Grant Program under M.G.L.c. 132,
Section 11; and that the Select Board and Conservation Commission be authorized to enter into any
contracts and agreements related to the application or the award of any such funds.Any premium
received by the Town upon the sale of any bonds or notes approved by this vote, less the cost of
preparing, issuing and marketing them, and any accrued interest received upon the delivery of such
bonds or notes, may be applied to the payment of project costs approved by this vote, in accordance
with M.G.L. Chapter 44, Section 20,thereby reducing the amount authorized to be borrowed to pay
such costs by a like amount.
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AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Special Town Meetings 2020-2 and 2020-3
PRESENTER: ITEM
NUMBER:
Board Discussion
I.4
SUMMARY:
Article Positions/Discussion
SUGGESTED MOTION:
FOLLOW-UP:
DATE AND APPROXIMATE TIME ON AGENDA:
10/14/2020 6:25pm
ATTACHMENTS:
Description Type
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AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Application: Entertainment License - CFHP The Hangar d/b/a Revolution Hall, 3 Maguire
Road
PRESENTER: ITEM
NUMBER:
Doug Luc ente, Select Board Chair
I.5
SUMMARY:
Craft Food Hall Project LLC d/b/a Revolution Hall, 3 Maguire Road, has submitted an application requesting
approval for Entertainment License for the purpose of providing pre-recorded background music, television,
live music, and DJ for patrons within the restaurant.
SUGGESTED MOTION:
Move to approve an Entertainment License for Craft Food Hall Project LLC d/b/a Revolution Hall, 3 Maguire
Road, for the purpose of providing pre-recorded background music, television, live music, and DJ for patrons
within the restaurant.
FOLLOW-UP:
Select Board O ffic e
DATE AND APPROXIMATE TIME ON AGENDA:
10/14/2020 6:40p m
ATTACHMENTS:
Description Type
o JS MORN
a` ¢�O
TOWN OF LEXINGTON
r "
SELECTMEN'S OFFICE
tEx�xolo
APPLICATION FOR
ENTERTAINMENT LICENSE
The Board of Selectmen issues Entertainment licenses to establishments that have theatrical
exhibitions,public shows,public amusements and exhibitions of every description(including
televisions). Please fill in this form completely and return to the Selectmen's Office along with a
check for$5.00 made payable to the Town of Lexington.
CORPORATE NAME: 4
DIBIA:
ON-SITE MANAGER NAME AND PHONE NUMBER:
BUSINESS ADDDRESS: W coacL
EMAIL ADDRESS: ,
TYPE OF ENTERTAI
NMENT: - . L
ADDITIONAL INFORMATION:
N
a"
A th art tied Signature Federal Identification No. or
Social Security Number
Submit to Selectmen's Office:
1. Application
2. Check for$5.00 (payable to Town of Lexington)
AGENDA ITEM SUMMARY
LEXINGTON SELECT BOARD MEETING
AGENDA ITEM TITLE:
Select Board Committee Appointment
PRESENTER: ITEM
NUMBER:
Doug Luc ente, Select Board Chair
I.6
SUMMARY:
The Board is being asked to appoint Vicki B lier to the Noise Advisory Committee for a term set to expire on
September 30, 2023.
SUGGESTED MOTION:
Move to appoint Vicki Blier to the Noise Advisory Committee for a term set to expire on September 30, 2023.
FOLLOW-UP:
Select Board O ffic e
DATE AND APPROXIMATE TIME ON AGENDA:
10/14/2020 6:45pm
ATTACHMENTS:
Description Type
..........
`6 0 2 0
APPLICATION FOR APPOINTMENT
FOR BOARD/COMMITTEE MEMBERSHIP
Noise Committee
Board/Committee of Interest. 1. 2.
3. 4.
Would you consider another Committee: not at this time
For how long should we keep your application on file? 6 months
Full Name: Vicki Lawrence Blite Nickname: Vicki
Preferred Title(please circle)Mr./Ms./Mrs./Other: Ms
Home Address: 41 Shade St. Zip: 02421
* 38 years
Length of Residence in Lexington.
Occupation: Retired
Work Address:
Phone: Home Work Fax
Cell
E-mail: Primary: Secondary:
Tax DeWral wW Sxaff"ona Study CornmiUoe,Housing Subgroup ai Human Rights ComrHission
If you currently serve on a Board or Committee,please identify:
Special Training,Interests,Qualifications: Town Meeting Member
Have you been asked by a Committee to become a member`
flow did you hear about the Committee?
Please attach a current resume,if possible. Add any comments below or on a separate page.
Signature: Date