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2021-01-25 SB Packet - Released
SELECT BOARD MEETING Monday, January 25, 2021 Conducted by Remote Participation* 7:00 PM AGENDA PUBLIC COMMENTS Public comments are allowed for up to 10 minutes at the beginning of each meeting. Each speaker is limited to 2 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- 4580 if they wish to speak during public comment to assist the Chair in managing meeting tunes. TOWN MANAGER REPORT CONSENT AGENDA 1. Accept Fund Terms • June Denk Memorial Book Fund • Rappaport Family Debate Award • Dan H. Fenn, Jr. Scholarship 2. Approve Amended Charge for S emiquinc entennial Commission(Lex250) 3. Select Board Committee Appointment 4. Approve and Sign Proclamation- Recognition of Reverend Dr. Paul C. Shupe's Retirement 5. Water and Sewer Commitments ITEMS FOR INDIVIDUAL CONSIDERATION 1. Public Hearing:Intent to Layout Penny Lane, Winding Road and Luongo Farm 7:10pm Lane as Public Ways 2. Public Hearing:Notice of Transfer- Parent Company of RCN 7:20pm 3. COVID-19 Update 7:30pm • Strategies, Implementation, Community Response Actions and Reopening Efforts Related to COVID-19 Guidelines and Directives 4. Update on Next Steps for Social and Racial Equity Initiatives 7:40pm 5. Update on Waste Reduction Working Group 7:45pm 6. Update on Parking Meters 8:00pm 7. Discuss Proposed Remote Work Policy 8:20pm 8. Review and Approve Request for Traffic Sign-Farmcrest Avenue at Kendall Road 8:30pm 9. 2021 Annual Town Election/Annual Town Meeting 8:35pm 9 Approve Moderator Letter for Remote Participation • Approve Warrant • Assign 2021 ATM Articles to Select Board Members for Presentations • Review Proposed Consent Agenda Articles • Select Board Report to Town Meeting SELECT BOARD MEMBER CONCERNS AND LIAISON REPORTS ADJOURN 1. Anticipated Adjournment 9:05pm *as per Executive Order regarding remote participation: aIPff') vAAV�,. Tr1,a „ v/r,IU,)c/a�pt..II rrlc �6 Igo... 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/95918884677?pwd=O GxHaDBxal VjdG gvaVIvUOhiS GJtUT 09 iPhone one-tap: +13017158592„95918884677# or+13126266799„95918884677# Telephone:+1 301 715 8592 or+1 312 626 6799 Webinar ID: 959 1888 4677 P asscode: 210247 The next regularly scheduled work session of the Select Board will be held by remote participation on Monday, February 1, 2021 at 7:OOpm. The next regularly scheduled meeting of the Select Board will be held by remote participation on Monday, February 8, 2021 at 7:OOpm. Hearing Assistance Devices Available on Request �� � �� All agenda time and the order of items are approximate and subject to change. Recorded by LeXMedla AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Accept Fund Terms PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.1 SUMMARY: The Board is being asked to accept the terms of the June Denk Memorial Book Fund and the Rappaport Family Debate Award Fund that will be managed by the Trustees of Public Trusts. In addition, the Board is being asked for approval to change the "Dan H. Fenn, Jr. Lexington Minuteman Grant Award" and roll those funds into to the 'Dan H. Fenn, Jr. Scholarship" accepting the terms of the Dan H. Fenn, Jr Scholarship. SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 ATTACHMENTS: Description Type D June,Domk Meran tal IBook 1FU IldV Fllfldi p'ciluud Backups Matcnal D Rap,prapaeuti Family ILDor xUc A.waird.. Fund Ferrea Backup Material Dan I L Bonn Jr, request and Fund Terms Rickup Matenal EDWARD G. DENK 3 0 Eastern Avenue Lexington,MA 02421 781 861 0462 eddenk@verizon.net Mr.Alan Fields, Chairman Trustees of Public Trusts Town of Lexington Lexington,MA 02420 RE: June Denk Memorial Book Fund Dear Mr. Fields, Please let this letter serve to document the terms of the"June Denk Memorial Book Fund". The"June Denk Memorial Book Fund"is intended to augment the Lexington High School Library's book purchase fund. June Denk was the first woman to receive a PhD in Chemical Engineering from Tufts University. She worked in the Lexington High School Library while our children were growing up. The terms of the Trust are: I. The Trustees will hold and invest the"June Denk Memorial Book Fund"as part of the common trust funds administered by them for the benefit of the Town of Lexington. 2. Three-quarters of the net income earned each year shall be available to the Lexington High School Library in September. Such payments shall be made to the Lexington High School Library after receipt of their written request to the Trustees of Public Trusts. 3. One-quarter of the net income from the"June Denk Memorial Book Fund"each year shall be added to the principal. In addition,any amount of income each year not requested shall be retained as income. 4. Supplemental tax deductible donations may be made to the principal or income at any time. Such donations shall be acknowledged by the Trustees and donors will be provided with an IRS tax qualification acknowledgement. 5. Books purchased should give preference,but not limited,to books on women's issues. The books can be printed or electronic. 6. A book plate shall be installed in each book purchased that reads: "This book was purchased in memory of June Denk,wife,mother, scientist,friend and librarian." Thank you for your work, d" -1�4 Edward Denk cc: D. Williams S. McClements H. Wallen, LHS Librarian A. Stephens,LHS Principal D.Lucente, Select Board,Chair Memorandum Date: December 4, 2020 To: Douglas Lucente, Select Board Chair Town of Lexington, Massachusetts From: David Williams, Trustees of Public Trusts cc: Jannelle Cioffi, Director of Rappaport Family Foundation Alan Fields, Chairman of Trustees of Public Trusts Susan McClements, Trustees of Public Trusts Dane Despres,Principal of Jonas Clarke Middle School Jennifer Turner, Principal of William Diamond Middle School Andrew Stephens, Principal of Lexington High School Kim Katzenback, Select Board Executive Clerk Arnold Lovering, Town of Lexington Treasurer RE: Rappaport Family Debate Award This memo is to set forth the terms on which the Trustees of Public Trusts agree to hold the trust fund that Mr. James Rappaport has established. 1. The Trustees will hold and invest the fund as part of the common trust funds administered by them for the benefit of a graduating Lexington High School Senior. 2. Each year, until the principal in the fund is depleted, the High School shall award a $1,000.00 scholarship. 3. Tax deductible contributions may be made and designated at any time to principal or income. 4. The recipient of the award shall be an exemplary Lexington High School Senior, who has been part of the Lexington High School Debate Team. The recipient must have demonstrated leadership qualities throughout their high school career as well as having exhibited community involvement within the Town of Lexington. 5. The recipient shall be chosen by the teacher/school administration who is responsible for the Lexington High School Debate Team. 6. The awardee may use the award for an undergraduate program, for education-related expenses, including: tuition, fees,books, supplies, room and board. 7. The award shall be named the "Rappaport Family Debate Award". 8. The award may be presented at the Lexington High School Scholarship Awards Night. 9. The family requests an acknowledgment from the recipient. Law Office of THOMAS O.FENN Thomas O.Fenn Attorney at Law TEL: (781)862-4181 9 Meriam Street, Suite 23 Cell: (781)367-1576 Lexington, Massachusetts 02420 FAX: (781)862-1302 E-Mail:ThomasFennEsq@aol.com January 20,2021 Mr. Alan Fields Chairman Trustees of Public Trust Town of Lexington Select Board Office Lexington, MA Re: Change The"Dan H.Fenn,Jr. Lexington Minuteman Grant Award"to the "Dan H. Fenn, Jr. Scholarship" Dear Mr.Fields: As you may recall, in 1998 the family and friends of Dan H.Fenn,Jr. establish a fund called The"Dan H.Fenn,Jr. Lexington Minuteman Grant Award". Since that time, an award has been given annually to fund a project focusing on the colonial era in the Town of Lexington. As times and needs have changed,please accept this letter as permission to and a request to roll over all those current funds to and establish the"Dan H. Fenn, Jr. Scholarship" under the following terms and conditions; 1. The Trustees of Public Trust will hold and invest the fund as part of the Endowment Fund administered by them for the benefit of the Town of Lexington; 2. Each year the fund will transfer to the benefit of the Lexington Scholarship Committee or their designated successor, 3 /4 of the annual net income; 3. 1 /4 of the annual net income and all capital gains shall be transferred to the principal; 4. Tax deductible donations may be made to this stated fund at any time throughout the year. 5. Each year the Lexington Scholarship Committee shall award one or more scholarships to be known as the Dan H. Fenn,Jr. Scholarship. The family, as long as they are willing and able, can be present at the award ceremony and present the scholarship. Page 2 of 2: DHF,Jr. Scholarship 6. To be eligible,the recipient must meet the following criteria; a. Be a Graduate from Lexington High School or Minuteman Technical Institute.; b. Demonstrate a financial need; c. Show or have an interest in pursuing further studies and/or career in Public Service and/or Political Science. Please feel free to contact me if you have any questions. Very truly yours, Thom s .Fe AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve Amended Charge for Semiquincentennial Commission(Lex250) PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.2 SUMMARY: The Select Board is being asked to review and approve an amended charge for the Semiquincentennial Commission(Lex250). A redlined version and a final version have been attached. SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 ATTACHMENTS: Description Type Redhn cd\/i,nsion Backup fGfiatenan Cbrrr6 sin,nw( cr`0)S1rnargc,V5 BackupfMifnaternaaf COMMITTEE CHARGE Semiquincentennial Commission (Lex250) Members: 11 Members Appointed by: Boarg-4-SeleetmeSelect:Board. Length of Term: Following the completion of all planned activities in 2026. Meeting Times: As determined by the Commission. Provide for a minimum of three community meetings (one daytime/one evening/one weekend day)to solicit public comment within the first 18 months of the Commission's formation. Description: To evaluate, make recommendations and coordinate the Town-wide activities to be held to commemorate the 250t" Anniversary of the Battle of Lexington (which will take place in April 2025) and other historical events related to the founding of our Country. And to further the coordination of the Town's events with local, state, regional and federal events. Deliverables: As part of its study and investigation, the committee shall develop a comprehensive plan for celebrating and promoting the 250th anniversary of the Battle of Lexington to include: 1. Identify funding needs 2. Identify potential sources of funding including but not limited to: a. Commemorative Memorabilia b. Public /Private Partnerships c. Gifts and Grants (private, State and/or Federal) 3. Identify opportunities for individuals or organizations to participate in celebrations with a commitment to diversity, inclusiveness, and opportunity at all levels and activities 4. Investigate opportunities for a possible permanent memorial 5. Transportation-related issues 6. Marketing and communication 7. Determine what sub-committees or additional staffing requirements (event planning) may be necessary and seek proper approval from the Board 8. Updates will be presented to the Bo &,ef Sv4eetmettSelect Board at least Quarterly. Criteria for Membership: Appointments will be made by the eel Board, 1'hc Select Board will also designate a Ghairrnmit EE "' 111111R,epre sentative Chair. One Membeir from each of the following 1 rdllllolu�� leoti enBoa.r-ds or-Committees will scrrve orris this conxrrn ittec: • Select Board • ll'o�txrnsm Committee • Town Celebrations Connr nittee Along with representativcs from cacln of the fol owing g roatps: • Civic/Community Group Representative • 2 Community Members with a background or interest in history, event planning and or logistics • wing f � 0 1WwS etylCoval Museanrn or lli�storical Organization Representative • Lexington Public School Representative • Local Business Representative • Music &Arts Community Representative • Reenactment Community Representative • m o �i � �r��m�i "ems �mumiiiiuu u�i i i ij iiwuli u�inu n�ii�ui ut Staff support as appropriate from the following departments: Department of Public Works, Economic Development Office, Cary Memorial Library, Fire Department, Police Department, Town Manager's Office, Department of Public Facilities Ex Officio/Liaisons (non-voting): • Appropriation Committee • Capital Expenditures Committee Prior to serving as a member of this Committee, appointees are required to: 1. Acknowledge receipt of the Summary of the Conflict of Interest Statute. Further, to continue to serve on the Committee the member must acknowledge annually receipt of the Summary of the Conflict of Interest Statute. Said summary will be provided by and acknowledged to the Town Clerk. 2. Provide evidence to the Town Clerk that the appointee has completed the on-line training requirement required by the Conflict of Interest Statute. Further, to continue to serve on the Committee, the member must acknowledge every two years completion of the on-line training requirement. Ref: Adopted by the Board on Board voted to designate as Special Municipal Employees on COMMITTEE CHARGE Semiquincentennial Commission (Lex250) Members: 11 Members Appointed by: Select Board Length of Term: Following the completion of all planned activities in 2026. Meeting Times: As determined by the Commission. Provide for a minimum of three community meetings (one daytime/one evening/one weekend day) to solicit public comment within the first 18 months of the Commission's formation. Description: To evaluate, make recommendations and coordinate the Town-wide activities to be held to commemorate the 250t" Anniversary of the Battle of Lexington(which will take place in April 2025) and other historical events related to the founding of our Country. And to further the coordination of the Town's events with local, state,regional and federal events. Deliverables: As part of its study and investigation, the committee shall develop a comprehensive plan for celebrating and promoting the 250th anniversary of the Battle of Lexington to include: 1. Identify funding needs 2. Identify potential sources of funding including but not limited to: a. Commemorative Memorabilia b. Public/Private Partnerships c. Gifts and Grants (private, State and/or Federal) 3. Identify opportunities for individuals or organizations to participate in celebrations with a commitment to diversity, inclusiveness, and opportunity at all levels and activities 4. Investigate opportunities for a possible permanent memorial 5. Transportation-related issues 6. Marketing and communication 7. Determine what sub-committees or additional staffing requirements (event planning)may be necessary and seek proper approval from the Select Board 8. Updates will be presented to the Select Board at least Quarterly. Criteria for Membership: Appointments will be made by the Select Board. The Select Board will also designate a Chair. One Member from each of the following Boards or Committees will serve on this committee: • Select Board • Tourism Committee • Town Celebrations Committee Along with representatives from each of the following groups: • Civic/Community Group Representative • 2 Community Members with a background or interest in history, event planning and or logistics • Local Museum or Historical Organization Representative • Lexington Public School Representative • Local Business Representative • Music &Arts Community Representative • Reenactment Community Representative Staff support as appropriate from the following departments: Department of Public Works, Economic Development Office, Cary Memorial Library, Fire Department,Police Department, Town Manager's Office, Department of Public Facilities Ex Officio/Liaisons (non-voting): • Appropriation Committee • Capital Expenditures Committee Prior to serving as a member of this Committee, appointees are required to: 1. Acknowledge receipt of the Summary of the Conflict of Interest Statute. Further, to continue to serve on the Committee the member must acknowledge annually receipt of the Summary of the Conflict of Interest Statute. Said summary will be provided by and acknowledged to the Town Cleric. 2. Provide evidence to the Town Cleric that the appointee has completed the on-line training requirement required by the Conflict of Interest Statute. Further, to continue to serve on the Committee, the member must acknowledge every two years completion of the on-line training requirement. Ref: Adopted by the Board of Selectmen on January 13, 2020 Amended by Select Board on Select Board voted to designate as Special Municipal Employees on AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Select Board Committee Appointment PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.3 SUMMARY: The Planning Board is requesting that the Select Board appoint Charles Hornig to the Special Permit Residential Development(SPRD) Zoning Bylaw Amendment Ad Hoc Committee as the representative for the Planning Board. Mr. Homig's term would be effective as of March 1, 2021. SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 ATTACHMENTS: Description Type 702A aIPRD/,ostnii ng 11}tawAin non9rtuunnt Ad Abe(..arni'initte,lRecoi n menda tion Bnna;lknzp Maternal ➢a,9fn;n,..11,Creech Onab hiTnlfof(7Ilonvndg � r csa,„�0 Town of Lexington PLANNING BOARD Robert Creech,Chair Robert D.Peters,Vice Chair 1625 Massachusetts Avenue Ginna Johnson,Clerk rn Lexington,MA 02420 g Richard.L. Canale Ja? Tel(781)698-4560 Charles Hornig � APRIL 9° ; planningglexingtorana.gov Michael Leon,Associate � 1NGTq ' www.lexin tog nma.gov/planning To: Jim Malloy, Lexington Town Manager, and Doug Lucente, Chair of the Select Board CC: Kim Katzenback and Nathalie Rice From: Bob Creech,Planning Board Chair RE: Planning Board Committee Appointments Date: January 8, 2021 With two Planning Board members not seeking reelection this year, the Planning Board has several important committee positions that need to be filled. Below is a summary of such committee appointments and associated actions. A) Comprehensive Plan Advisory Committee (CPAC) The Planning Board holds two (2) liaison assignments. Current CPAC Liaisons include Richard Canale and Ginna Johnson. The Planning Board proposes to fill their positions in a phased approach. Bob Creech will fill one (1) of the two (2)positions, while the second position will be held for one (1) of the new Planning Board Members. a. Mr. Creech will replace Ms. Johnson effective on January 6 b. Mr. Canale's replacement will be chosen after the March election B) Special Permit Residential Development(SPRD) ad hoc Bylaw Committee The Planning Board holds one (1) seat on this Committee, Richard Canale. The Planning Board requests that the Select Board appoint Charles Horning to replace Mr. Canale at the Board's earliest convenience. C) 25%Design Working Group The Planning Board holds one (1) seat on this Working Group, which is currently held by Richard Canale. It is requested that Mr. Malloy appoint Robert Peters to replace Richard Canale at Mr. Malloy's earliest convenience. AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve and Sign Proclamation- Recognition of Reverend Dr. Paul C. Shupe's Retirement PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.4 SUMMARY: The Select Board is being asked to approve and sign a proclamation in recognition of Reverend Dr. Paul C. Shupe's retirement. Rev. Dr. Shupe has been the Senior Minister at Hancock United Church of Christ since the summer of 2009,but has more than three decades worth of ministry experience. He has also served as a member of the Fund for Lexington, the Cary Memorial Library Board of Trustees, and the Lexington Interfaith Clergy Association(LICA). He has been a valued and respected member of the Lexington community and the Select Board would like to thank him for his many years of service. SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 ATTACHMENTS: Description Type D 2021 I CVCtCfld II.X RUdC;.Shupe's Refin;aua°dn�ProclorintLon. Backup Matcetn1 C Tobin of lexington, '41a5.5acbm5ett.5 karce<?%f SELECT BOARD OFFICE PROCLAMATION Whereas: Paul Coven Shupe, a native of Loveland, Colorado, graduated from Graceland College in Lamoni,Iowa with a degree in History and Religious Studies and was ordained by the United Church of Christ thirty- four years ago; and Whereas: Reverend Paul C. Shupe continued to pursue his education earning a Master of Divinity from Vanderbilt University in Nashville,Tennessee and a Doctorate of Ministry from Columbia Theological Seminary; and Whereas: Reverend Dr. Paul C. Shupe has served Congregations in the United Church of Christ in Falmouth, Maine;Madison,Wisconsin; and Lexington,Massachusetts; and Whereas: Reverend Dr. Paul C. Shupe has faithfully served as the eleventh Senior Minister of Hancock United Church of Christ, adjacent to the Historic Battle Green in Lexington,Massachusetts, changing the world with love, compassion and courage for eleven and a half years; and Whereas: Reverend Dr. Paul C. Shupe has served the Town of Lexington with his caring, compassionate and public-minded spirit as a Board Member of the Fund for Lexington, as a member of the Cary Memorial Library Board of Trustees and as an active member of the Lexington Interfaith Clergy Association (LICA); and Whereas: Reverend Dr. Paul C. Shupe's outreach to the community goes beyond the town's boundaries by ministering to those living in assisted and skilled care facilities in other communities as well as working with mission partners locally,nationally and internationally for the good of all. NOW, THEREFORE, WE, THE SELECT BOARD of the Town of Lexington, Massachusetts, do hereby recognize Reverend Doctor Paul Coven Shupe for his many years of service,not only to Lexington, but to all whose lives he touched and who have been helped by him. We extend our sincere best wishes to him on his Retirement. IN WITNESS WHEREOF, we have set our hands and caused the seal of Lexington to be affixed herewith on the 25th of January 2021. DOUGLAS M.LUCENTE,CHAR JOSEPH N.PATO SUZANNE E.BARRY JILL I.HAI MARK D.SANDEEN AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Water and Sewer Commitments PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.5 SUMMARY: Water& Sewer Cycle 9 Billing Nov 2020 $197,161.05 Water& Sewer December 2020 Finals $7,499.68 SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Treasurer/Collector DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 ATTACHMENTS: Description Type Q ycl-,9Iffnn➢rn g&plcc If iinok G)Ver memv Ax—lfnfrua(s Cbver P+/Ilenua CYCLE NINE,BILLING COMMITMENT DEPARTMENT OF PUBLIC WORKS lit TOWN OF LEXINGTON WATER AND SEWER ENTERPRISE FUNDS CYCLE 9 BILLING FISCAL YEAR 2021 Nov-20 moms; WATER: 191,570.34 BEDFORD FEE: 5,590.71 'l .0 .05 97,167 TOTAL:77, , To the Collector of Revenue for the Town of Lexington: You are hereby authorized and required to levy and collect of the persons named in the list of water/sewer charged herewith committed to you and each one of his/her respective portion herein set down to the sum total of such list. Said sum being: One hund-reld"nittely se,cen, thousandone hundred'si-V�y o'ne 051100 And pay the same into the treasury of the Town of Lexington and to exercise the powers conferred by law in regard thereto. ao SELECTBOARD 1/25/21 DIRECTOR OF PUBLIC WORKS Treasurer/Collector;Director of Public Works,water/Sewer Billing Department of Public Works 17R75 Town of Lexington Water and Sewer Enterprise Funds FISCAL YEAR 2021 FINAL$ GRAND fdW DECEMBER 2020 WATER $ 5,731.60 $5,731.60 SEWER $ 1,768.08 $1,768.08 TOTAL: $7,499.68 $7,499.68 To the Collector of Revenue for the Town of Lexington: You are hereby authorized and required to levy and collect of the persons named in the list of water/sewer charges herewith committed to you and each one of his/her respective portion herein set down of the sum total of such list. Said sum being. Seven thous and faun hundredninety niM 681100 And pay the same into the treasury of the Town of Lexington and to exercise the powers conferred by law in regard thereto. ............ DIRECTOR OF PUBLIC WORKS SELECTBOARD Treasurer/Collector; Director Public Works, Water/Sewer Billing AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Public Hearing: Intent to Layout Penny Lane, Winding Road and Luongo Farm Lane as Public Ways PRESENTER: ITEM NUMBER: John Livsey, Town Engineer I.1 SUMMARY- Attached please find the proposed layouts of Penny Lane and Winding Road which are both part of a subdivision and a proposed layout of a third road, Luongo Farm Road which is a different subdivision. This is the first step for the acceptance of a public way in which the Board votes their intent to lay out a public way. John Livsey, Town Engineer will present to the Board and can answer any questions the Board or public may have. SUGGESTED MOTION: Move to approve the notice of intent to layout Penny Lane, Winding Road and Luongo Farm Road as public ways. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 7:1 Opm ATTACHMENTS: Description Type D Stnr.ci:Acceptance Nan 11 Cover 1p!peum S rrxcet Acc c prru,ance Man 2 S¢wer IMe w D ➢,uoiquo FarriroiRoa.d 1111an (sverrMunrua / vo Zu� z 2 mam Owa GEss°�nG - o VrcN r' Saw 34sz. Zw� rKw W �m m� s?e' � Nei Fa_ m .z X.LS ,Lh10Ws7�27� Eltl.L07 — I _ m 1�; I ri L cos L6_ -------Z III I 1N3H39V35S3�__ N—� � �� "rc O�h �C I = of e1 '4Z �rcti� vQ Np i a I'Im mri L4mN ° M�4 - oW Far po .s '-sue° Nnoo z_ V ph I �� Sw I I x of I hl / vo m° Q� UH � wV WUj rk. nz 2 wa� � s A o� I Fo o �hm YW II a,�a_ II Fan hl 3og Ali w�el a N� 'e� it m1 _ h Al 61 �I . BZ Z'lB _ mW4 ry 10 I i-- o.l oC .pll. 'a�w Vpry 1 1 3 r�a os �' =11 I ixanasn ssmr__ Mr` 0 -1" <III Nam''- oNoo ------------------- tp - I I Fpw O�m I Np I I aS — I o zp4 I I x of I hl em � I is 8 F 6 P 3 ze a 0 a _ a fs EN k� o� ON �aQ000 mmo � o 10H I " i z " o g ,w 3a ss co m F �x �c Q� OoU pa .�ll7 �w 50 iry V�ry m� Wo \" z m sre<<rn / OVOU ATIN17711f �OStl AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Public Hearing: Notice of Transfer - Parent Company of RCN PRESENTER: ITEM NUMBER: Doug Lucente, Chair; Ken Pogran, Chair CAC, Tom Steele, RCN 1.2 SUMMARY: Doug Lucente will open the hearing. The hearing is being held pursuant MGL c.166A, s.7 and Massachusetts Cable Television Division regulation 207 CMR 4.01 et seq and applicable federal law, on the application seeking the Select Board's approval for transfer of control of the Cable Television Renewal License of RCN Telecom Services of Massachusetts, LLC (`RCN')from Radiate Holdings, L.P. to Stonepeak Associates IV, LLC. The Communication Advisory Committee (CAC)reviewed the application and took into consideration the applicant's managerial, technical, financial and legal ability to operate the cable system pursuant to the existing RCN license. Ken Pogran, CAC Chair, will present the CAC's recommendations to the Board regarding the applicant's request for approval for the transfer. Representative's from RCN will be in attendance to answer any questions the Board or the public may have. SUGGESTED MOTION: Move to (approve/not approve)the transfer of control of the Cable Television Renewal License of RCN Telecom Services of Massachusetts, LLC (`RCN') from Radiate Holdings, L.P. to Stonepeak Associates IV, LLC. and authorize the Select Board Chair to sign a letter of approval. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 7:20pm ATTACHMENTS: Description Type D Appik'alion (bnsc,,ntto trjnsfS roi'conlrol WN Backup Malenal D LugalAd Published irk Minuacruan Newspapex flearingNloticc, Cover Mena) RECEIVED Non-Confidential documents RECEIVED Confidential documents Dec 2 202 Jan 2020 9 SELECTT BOARD Federal Communications Commission SELECT BOARD Approved By OMB Washington, DC 20554 3060-0573 FCC 394 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE FOR FRANCHISE AUTHORITY USE ONLY SECTION I. GENERAL INFORMATION DATE November 30,2020 1. Community Unit Identification Number: MA0355 2. Application for: Assignment of Franchise Transfer of Control 3. Franchising Authority: Town of Lexington 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: Lexington 5. Date system was acquired or(for system's constructed by the transferor/assignor)the date on which service was provided to the first subscriber in the franchise area: 8/26/2010 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the As soon as possible and ideally system to transferee/assignee: prior to June 30,2021 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this Exhibit No. application that is identified in the franchise as required to be provided to the franchising authority when requesting its approval of the type of transaction that is the subject of this N/A application. PART I-TRANSFEROR/ASSIGNOR 1. Indicate the name,mailing address,and telephone number of the transferor/assignor. Legal name of Transferor/Assignor(if individual,list last name first) Radiate Holdings,L.P. Assumed name used for doing business(if any) Mailing street address or P.O.Box 650 College Road East,Suite 3100 City State ZIP Code Telephone No.(include area code) Princeton NJ 08540 (609)452-8197 2. (a) Exhibit No. Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control(including any exhibits or schedules thereto necessary in order to understand the terms thereof). If there is only an oral agreement,reduce the terms to writing and attach. (Confidential trade, business,pricing or marketing information,or other information not otherwise publicly available,may be redacted). (b) Does the contract submitted in response to(a)above embody the full and complete agreement Yes No between the transferor/assignor and the transferee/assignee? If No,explain in an Exhibit. Exhibit No. 1.1.2 FCC 394(Page 1) September 1996 4845-2950-7795v.1 PART II-TRANSFEREE/ASSIGNEE 1. a Indicate the name,mailing address,and telephone number of the transferee/assignee. Legal name of Transferee/Assignee(if individual,list last name first) Stonepeak Associates IV,LLC Assumed name used for doing business(if any) Mailing street address or P.O.Box c/o Stonepeak infrastructure Partners, 55 Hudson Yards 550 W 34th Street,48th Floor City State ZIP Code Telephone No.(include area code) New York NY 10001 (212)907-5125 b Indicate the name,mailing address,and telephone number of person to contact,if other than transferee/assignee. Name of contact person(list last name first) See Exhibit 1.11.1 c Firm or company name(if any) Mailing street address or P.O.Box City State ZIP Code Telephone No.(include area code) (c) Attach as an Exhibit the name,mailing address,and telephone number of each additional person Exhibit No. who should be contacted,if any. 1.11.1(c) d Indicate the address where the s stem's records will be maintained. Street address 650 College Road East,Suite 3100 City State ZIP Code Telephone No.(include area code) Princeton NJ 08540 (609)452-8197 2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and Exhibit No. operations of the system as a consequence of the transaction for which approval is sought. 1.11.2 FCC 394(Page 2) September 1996 4845-2950-7795v.1 SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS 1. Transferee/Assignee is: ❑ a. Jurisdiction of incorporation d. Name and address of registered agent in Corporation jurisdiction: b. Date of incorporation: c. for profit or not for profit: ❑ a. Jurisdiction in which formed: c. name and address of registered agent in Limited Partnership: jurisdiction: b. Date of formation: ❑ a. Jurisdiction whose laws govern b. Date of formation: General Partnership formation: ❑ Individual ❑x Other. Describe in an Exhibit Exhibit No. 2. List the transferee/assignee,and,if the transferee/assignee is not a natural person,each of its officers,directors,stockholders beneficially holding more than 5%of the outstanding voting shares,general partners,and limited partners holding an equity interest of more than 5%. Use only one COLUMN for each individual or entity. Attach additional pages if necessary. (Read carefully-the lettered items below refer to corresponding lines in the following table.) (a) Name,residence,occupation or principal business,and principal place of business. (If other than an individual,also show name,address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.)List the applicant first,officers,next,then directors and,thereafter,remaining stockholders and/or partners. (b) Citizenship. (c) Relationship to the transferee/assignee(e.g.,officer,director,etc.). (d) Number of shares or nature of partnership interest. (e) Number of votes. (f) Percentage of votes. (a) Please see Exhibit 11.2 (b) (c) (d) (e) (f) FCC 394(Page 3) September 1996 4845-2950-7795v.1 3. If the applicant is a corporation or a limited partnership,is the transferee/assignee formed under the Yes 19 No laws of,or duly qualified to transact business in,the State or other jurisdiction in which the system operates? If the answer is No,explain in an Exhibit. Exhibit No. 11.3 4. Has the transferee/assignee had any interest in or in connection with an applicant which has been dismissed or denied by any franchise authority? Yes 19 No If the answer is Yes,describe circumstances in an Exhibit. Exhibit No. 5. Has an adverse finding been made or an adverse final action been taken by any court or Yes 19 No administrative body with respect to the transferee/assignee in a civil,criminal or administrative proceeding,brought under the provisions of any law or regulation related to the following:any felony; revocation,suspension or involuntary transfer of any authorization(including cable franchises)to provide video programming services;mass media related antitrust or unfair competition;fraudulent statements to another government unit;or employment discrimination? If the answer is Yes,attach as an Exhibit a full description of the persons and matter(s)involved, including an identification of any court or administrative body and any proceeding(by dates and file Exhibit No. numbers,if applicable),and the disposition of such proceeding. 6. Are there any documents,instruments,contracts or understandings relating to ownership or future Yes No ownership rights with respect to any attributable interest as described in Question 2(including,but not limited to,non-voting stock interests,beneficial stock ownership interests,options,warrants, debentures)? If Yes,provide particulars in an Exhibit. 7. Do documents, instruments,agreements or understandings for the pledge of stock of the transferee/assignee,as security for loans or contractual performance, provide that:(a)voting rights ❑x Yes No will remain with the applicant,even in the event of default on the obligation;(b)in the event of default,there will be either a private or public sale of the stock;and(c)prior to the exercise of any ownership rights by a purchaser at a sale described in(b),any prior consent of the FCC and/or of the franchising authority,if required pursuant to federal,state or local law or pursuant to the terms of the franchise agreement will be obtained? Exhibit No. If No,attach as an Exhibit a full explanation. 11.7 SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS 1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from committed resources to consummate the transaction and operate the facilities for three months. Z Yes No 2. Attach as an Exhibit the most recent financial statements,prepared in accordance with generally Exhibit No. accepted accounting principles, including a balance sheet and income statement for at least one full III year,for the transferee/assignee or parent entity that has been prepared in the ordinary course of business,if any such financial statements are routinely prepared. Such statements,if not otherwise publicly available,may be marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications,experience Exhibit No. and expertise regarding cable television systems,including, but not limited to,summary information about IV appropriate management personnel that will be involved in the system's management and operations. The transferee/assignee may,but need not,list a representative sample of cable systems currently or formerly owned or operated. FCC 394(Page 4) September 1996 4845-2950-7795v.1 / � ! � � SECT|ONV-CERTFICATONG | Port|-Tmnofemr/Aeaigmm � and oona�m�dmab��|�pmaon��onm and oN�eExh��s AH�eehgeme��mmdein�*oppUoabon a� . are a material part hereof and are incorporated herein mmif set out in full in the application. complete and correct to the best of my knowledge and belief and I CERTIFY that the statements in this application are true, Signatureare made in good faith. Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, Print full name TITLE 18, SECTION 1001. Jeffrey B. Kramp, Executive Vice President,Secretary and General Counsel Check appropriate classification: Individual General Partner Corporate Officer Other. Explain: E E E (Indicate Title) � � | PadU- ! All the statements made in the application and attached Exhibits are considered materialrepresentations,and all the Exhibits are a material part hereof and are incorporated herein aaif set out in full in the application. The transferee/assignee certifies that ha/she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application,and of any applicable state laws or local ordinances and related regulations. (u) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations,and to effect changes,as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and Signatureare made in good faith. Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT, U.S. CODE, Print full name TITLE 18, SECTION 1001. Check appropriate classification: Individual General Partner Corporate Officer Other. Explain: E E E (Indicate Title) E SECTION V-CERTIFICATIONS Part I-Transferor/Assignor All the statements made in the application and attached exhibits are considered material representations,and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. signature I CERTIFY that the statements in this application are true,complete and correct to the best of my knowledge and belief and are made in good faith. Date WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT.U.S.CODE, Print full name TITLE 18,SECTION 1001. Check appropriate classification: Individual General Partner Corporate Officer Other.Explain: (Indicate Title) Authorized Person Part II-Transferee/Assignee All the statements made in the application and attached Exhibits are considered material representations,and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee/assignee certifies that he/she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application,and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes,as promptly as practicable,in the operation system,if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. Signahuc I CERTIFY that the statements in this application are true,complete and t correct to the best of my knowledge and belief and are made in good faith. Dam WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 11130t20 PUNISHABLE BY FINE AND/OR IMPRISONMENT.U.S.CODE, flint full name TITLE 18,SECTION 1001. Tian McMullen t appropriate classification: X Senior Managing Individual General Partner Director Other.Explain: Corporate Officer (Indicate Title) EXHIBIT LIST Exhibit LI.2: Redacted Copy of Securities Purchase Agreement Exhibit LILL(c): Additional Contact Persons Exhibit I.II.2: Planned Changes to Terms and Conditions Exhibit ILI: Form of Business Organization of Transferee Exhibit II.2: Ownership Information of Transferee Exhibit IL3: Statement Regarding Qualification to Transact Business Exhibit II.7: Statement Regarding Pledge of Stock Exhibit III: Transferee's Financial Qualifications Exhibit IV: Transferee's Technical Qualifications CONFIDENTIAL ATTACHMENT A Agreement CONFIDENTIAL ATTACHMENT B Financial Statements of Radiate Holdings ATTACHMENT C Current and Post-Transaction Corporate Ownership Structures Please note that the contents of Attachments A and B (produced on pastel-colored paper) are confidential and proprietary materials and not for public disclosure. Exhibit I.I.2: Redacted Copy of Securities Purchase Agreement Confidential Attachment A hereto, which is provided under seal, contains a copy of the Agreement and Plan of Merger, dated as of October 31, 2020 (the "Agreement"). The Exhibits and Schedules referenced in the Agreement have not been included with this Application due to their voluminous and highly confidential nature. Further, the Exhibits and Schedules are non- material contract attachments in the context of the City's review of the Proposed Transaction and the qualifications of the Transferee and Franchisee. Therefore, in accordance with the decision of the Federal Communications Commission in LUJ, Inc. and Long Nine, Inc., Memorandum Opinion and Order, 17 FCC Red. 16980 (2002), Section I, Part I, Question 2(b) of this application has been answered"No." Pursuant to the Agreement,post-closing, the Transferee will be the sole member of, and have the ability to appoint a majority of the directors of, Radiate Holdings GP, LLC, the general partner of Radiate Holdings, LP, and accordingly will indirectly control Radiate Holdings, L.P. and its subsidiaries, including Franchisee (the"Proposed Transaction"). Upon completion of the Proposed Transaction, Radiate Holdings, L.P. will be an indirect subsidiary of certain funds affiliated with Transferee (namely Stonepeak Tiger Holdings I LLC and Stonepeak Tiger Holdings 11 LP). Franchisee will remain an indirect, wholly owned subsidiary of Radiate Holdings, L.P. Diagrams depicting the current and post-transaction corporate ownership structures of Franchisee are appended hereto as Attachment C. It is contemplated that, immediately following the consummation of the Proposed Transaction, Franchisee will continue to provide service to existing customers at the same rates, terms and conditions, as currently provided. In addition, as set forth in Exhibit IV hereto, it is contemplated that Franchisee will continue to be operated by highly experienced, well-qualified management, operational and technical personnel. Exhibit LII.1.(c): Additional Contact Persons The following persons also are authorized to act on behalf of Franchisee and copies of correspondence regarding this Application should be sent to them: Thomas K. Steel Vice President& Regulatory Counsel 237 Carlton Lane North Andover, MA 01845 (617)797-7788 tom.steelkrcn.net Additional contact information for the Transferee and Transferor: For Transferor: For Transferee: Michael R. Dover William Wiltshire Kelley Drye &Warren, LLP Michael Nilsson 333 West Wacker Drive, Suite 2600 Harris, Wiltshire & Grannis LLP Chicago, IL 60606 1919 M Street NW, 8th Floor (312) 857-7087 Washington, DC 20036 mdoverkkelleydrye.com (202) 730-1334 wwiltshire(a�hwglaw.com mnilssonnhwglaw.com Exhibit I.II.2: Planned Changes to Terms and Conditions There are currently no changes planned to the current terms and conditions of service or operations of the system by Franchisee. Exhibit II.1: Form of Business Organization of Transferee Transferee Stonepeak Associates IV LLC is a Delaware limited liability company. The contact information for Transferee's registered agent in Delaware is The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 Exhibit II.2: Ownership Information of Transferee Upon completion of the Transaction, funds affiliated with Stonepeak Associates IV LLC ("Transferee")will indirectly own Franchisee through multiple intervening entities. Transferee will be wholly owned by Stonepeak GP Investors IV LLC, a Delaware limited liability company, which in turn will be indirectly controlled by entities ultimately controlled by an entity ultimately controlled by Michael Dorrell, the founder, chairman, and CEO of Stonepeak Infrastructure Partners. As a limited liability company, Transferee does not have directors but is managed by its sole member, Stonepeak GP Investors LLC. Transferee's officers are: Michael Dorrell............................ Chairman, Chief Executive Officer& Co-Founder Trent Vichie................................. Executive Vice-Chairman&Co-Founder Luke Taylor ................................. Senior Managing Director Jack Howell ................................. Senior Managing Director Brian McMullen .......................... Senior Managing Director Hajir Naghdy ............................... Senior Managing Director Michael Allison ..................... Senior Managing Director James Wyper ........................ Senior Managing Director Peter Bruce .................................. Senior Managing Director &Chief Operating Officer/Chief Financial Officer Adrienne Saunders....................... Senior Managing Director &General Counsel/Chief Compliance Officer Saira Khan ................................... Deputy General Counsel Caroline Conway ......................... Deputy General Counsel The following entities and individuals will hold a direct five percent(5%) or greater interest in Transferee: a. Name: Stonepeak GP Investors IV LLC Nature of business: General partner entity Principal place of business: 55 Hudson Yards 550 W 34th Street, 48th Floor New York,NY 10001 b. Citizenship: United States (Delaware) c. Relationship to Transferee: Sole member d. Number of shares/Nature of interest: As the sole member, Stonepeak GP Investors IV LLC owns the entirety of the interest in Transferee e. Number of votes As its manager, Stonepeak GP Investors IV LLC controls Transferee f. Percentage of votes: 100% Appended is a copy of Applicants' Federal Communications Commission(FCC) Section 214 Application, which lists each of Transferee's anticipated 10% indirect interest holders. Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 Application of RADIATE HOLDINGS,L.P. WC Docket No. 20- Transferor, ITC-T/C- STONEPEAK ASSOCIATES IV LLC Transferee, RCN TELECOM SERVICES (LEHIGH)LLC RCN TELECOM SERVICES OF PHILADELPHIA, LLC RCN TELECOM SERVICES OF NEW YORK,LP RCN TELECOM SERVICES OF MASSACHUSETTS,LLC RCN TELECOM SERVICES OF ILLINOIS,LLC STARPOWER COMMUNICATIONS,LLC GRANDE COMMUNICATIONS NETWORKS,LLC ASTOUND BROADBAND LLC ASTOUND PHONE SERVICE, LLC ETS TELEPHONE COMPANY,INC.,AND ETS CABLEVISION,INC. Authority Holders For Consent to Transfer Indirect Control of Companies Holding Domestic and International Authority Pursuant to Section 214 of the Communications Act of 1934,as Amended CONSOLIDATED APPLICATION FOR CONSENT TO TRANSFER CONTROL OF SECTION 214 AUTHORITY HOLDERS—STREAMLINED PROCESSING REQUESTED Pursuant to Section 214 of the Communications Act of 1934, as amended (the "Act"V and Sections 63.04,63.18,and 63.24 of the Commission's rules,Radiate Holdings,L.P. ("Radiate Holdings" or "Transferor"), Stonepeak Associates IV LLC ("Transferee"), and the Authority ' 47 U.S.C. § 214. 2 47 C.F.R. §§ 63.04, 63.18, and 63.24. 1 Holders(as identified below)respectfully request Commission approval to transfer indirect control of the Authority Holders from Transferor to Transferee (the "Proposed Transaction"). The Authority Holders are: RCN Telecom Services (Lehigh) LLC ("RCN Lehigh"); RCN Telecom Services of Philadelphia, LLC ("RCN Philadelphia"); RCN Telecom Services of New York, LP ("RCN New York"); RCN Telecom Services of Massachusetts, LLC ("RCN Massachusetts"); RCN Telecom Services of Illinois, LLC ("RCN Illinois"); Starpower Communications, LLC ("Starpower" and, together with RCN Lehigh, RCN Philadelphia, RCN New York, RCN Massachusetts, and RCN Illinois, "RCN"); Grande Communications Networks, LLC ("Grande"); Astound Broadband LLC; Astound Phone Service, LLC (together with Astound Broadband LLC, "Astound"); ETS Telephone Company, Inc.; and ETS Cablevision, Inc. (together with ETS Telephone Company, Inc., "En-Touch").3 Transferor, Transferee, and the Authority Holders are collectively referred to as "Applicants". Together, the Authority Holders form the sixth largest cable operator in the United States while also operating as telecommunications service providers in ten states and the District of Columbia. The Authority Holders offer intrastate, interstate, and international telecommunications and other services to over one million customers,which services include industry-leading high-speed 3 Radiate Holdings recently filed applications with the Commission seeping approval for the acquisition of Digital West Holdings,Inc. and its wholly-owned operating subsidiaries: Digital West Networks, Inc.,Norcast Communications Corporation, and Blue Rooster Telecom, Inc., each of which holds Section 214 authority (collectively, "Digital West"). The Commission granted the international Section 214 application, effective October 23, 2020, and granted the domestic Section 214 application, effective November 7, 2020. See Public Notices: International Authorizations Granted, Section 214 Applications (47 C.F.R. §§ 63.18, 63.24); Section 310(b)Petitions (47 C.F.R. §1.5000), DA No. 20-1276 (rel. Oct. 29, 2020);Notice of Domestic Section 214 Authorization Granted, WC Dkt. No. 20-325 (rel. Nov. 9, 2020). Radiate has not yet consummated the Digital West acquisition,but expects to do so in the near future and, certainly, well before closing of the Proposed Transaction described in this Application. For this reason,Applicants respectfully request that the Commission also approve a transfer of indirect control of the Digital West Section 214 licensees to Transferee. 2 internet,cable services,broadband products,digital TV,phone services, and fiber optic solutions. As discussed in more detail below, certain affiliates of the Applicants have entered into an agreement whereby Transferee will acquire indirect control of the Authority Holders by acquiring control of Radiate Holdings,the parent entity of the Authority Holders. The Authority Holders will continue to hold their current Section 214 authorizations, satellite earth station licenses and registrations, CARS license, and wireless licenses following consummation of the Proposed Transaction. The Proposed Transaction will serve the public interest, convenience, and necessity by providing access to the financial resources and management expertise of Transferee and its affiliates, which will enable expansion and diversification of services and serve to strengthen the Authority Holders' ability to compete and provide customer service, to the benefit of American consumers. It will not result in any loss or impairment of service for any of the Authority Holders' customers and will have no adverse effects upon competition in any areas where the Authority Holders provide telecommunications or video services. Accordingly, the Proposed Transaction raises no public- interest concerns that warrant an extended review or transaction-specific conditions for consent. Indeed, this application qualifies for presumptive streamlined processing under 47 C.F.R. §§ 63.03(b)(2)(ii), as Transferee is not a telecommunications service provider. This application also qualifies for streamlined processing under 47 C.F.R. § 63.12(c)(1)(ii), because the consummation of the Proposed Transaction will not result in any affiliations with foreign carriers with market power under 47 C.F.R. § 63.10(a)(3). Nor will consummation of the Proposed Transaction create new combinations that will adversely affect competition on any U.S.-international route. 3 Pursuant to Section 63.04(b) of the Commission's rules,4 Applicants are filing a combined application for the proposed transfer of control of the Authority Holders covering their domestic interstate and international authorizations. Applicants provide below the information required by Sections 63.04(a) (see part III) and 63.24(e)(2) (see part IV) of the Commission's rules.' The Applicants seek to consummate the Proposed Transaction as soon as possible upon receipt of the required regulatory consents. I. BACKGROUND Parties to the Proposed Transaction 1. Radiate Holdings Radiate Holdings is a Delaware limited partnership and serves as the common parent entity for the Authority Holders. The general partner of Radiate Holdings is Radiate Holdings GP,LLC, ("Radiate GP") and the sole member of Radiate GP is TPG Advisors VII, Inc. ("TPG Advisors"), a Delaware investment fund holding company that is directly owned and controlled jointly by the principals of TPG Global, LLC ("TPG") —David Bonderman and James G. Coulter. Radiate GP is managed by its board of directors (the"GP Board"), a majority of which directors are appointed by TPG Advisors. Accordingly, TPG Advisors, through its appointees on the GP Board, controls Radiate GP and in turn the Authority Holders. (The majority of the limited partnership (equity) interests in Radiate Holdings are directly or indirectly held by certain investment funds or managed vehicles that are also ultimately controlled by David Bonderman and James G. Coulter.) 4 47 C.F.R. § 63.04(b). ' 47 C.F.R. §§ 63.24(e)(2), 63.04(a)(6)-(12). 4 2. Authority Holders As noted, the Authority Holders provide cable, telecommunications, and broadband services in ten states and the District of Columbia. Specifically: RCN Lehigh and RCN Philadelphia provide services in Pennsylvania; RCN New York provides services in New York and New Jersey; RCN Massachusetts, LLC provides services in Massachusetts; RCN Illinois provides services in Illinois; Starpower,which operates under the RCN name,provides services in the District of Columbia,Maryland,and Virginia;Grande and En-Touch provide services in Texas; and Astound Broadband,LLC provides services in California, Oregon, and Washington.6 Each of the Authority Holders holds blanket domestic interstate telecommunications services authority pursuant to operation of law.7 All of the Authority Holders except ETS Cablevision, Inc. hold international Section 214 authority as identified below in part IV(C). 3. Stonepeak Associates IV LLC Transferee is a Delaware limited liability company affiliated with private equity funds managed by Stonepeak Infrastructure Partners("Stonepeak"),a specialized private equity firm that invests in strategically important infrastructure assets within the communications, energy,power, water,renewables, and transportation sectors. Founded in 2011 and headquartered in New York, Stonepeak manages over $29.2 billion of capital for its investors.' Stonepeak has considerable 6 Astound Phone Service, LLC holds an international Section 214 authorization, but does not provide services at this time. 47 C.F.R. § 63.01. s Stonepeak's assets under management("AUM") calculation provided herein is determined by taking into account(i)unfunded capital commitments of Stonepeak Infrastructure Fund LP, Stonepeak Infrastructure Fund 11 LP, Stonepeak Infrastructure Fund III LP, Stonepeak Global Renewables Fund LP, and Stonepeak Infrastructure Credit Fund I LP and any co- invest vehicles managed by Stonepeak as of September 30, 2020, (ii) the gross asset value of such funds and co-invest vehicles,plus any feeder fund level cash with respect to such funds and co-invest vehicles as of September 30, 2020, and (iii) accepted capital commitments of 5 experience in the digital infrastructure sector with select investments across residential broadband, data centers, enterprise fiber, towers, and small cells that give it visibility and expertise across the broader communications sector. This experience positions Stonepeak as an ideal partner to the Authority Holders as they continue to grow and strengthen their service offerings. Stonepeak itself is ultimately controlled by Michael Dorrell, who is a citizen of, and who resides in, the United States.' Mr. Dorrell has been involved in all phases of Stonepeak's development since 2011, and has 20 years of experience investing in infrastructure. Upon consummation of the Proposed Transaction, Transferee will be the sole member of Radiate GP and,through its appointment of a majority of the directors of the GP Board,will control Radiate GP and in turn the Authority Holders. Transferee and the Stonepeak funds and managed vehicles that will indirectly own a majority of the limited partnership interests in Radiate Holdings are controlled by Mr. Dorrell. Stonepeak's communications portfolio companies include the following providers of domestic telecommunications services: • ExteNet Systems, Inc. ("ESI") and its subsidiaries: Founded in 2002, ESI designs, builds, owns and operates distributed networks for use by national and regional wireless service providers in key strategic markets in North America. ESI and its subsidiaries ("ExteNet") deploy distributed networks to enhance coverage and capacity and enable superior wireless service in both outdoor and indoor environments. Primary markets addressed by ExteNet include outdoor distributed Stonepeak Infrastructure Fund IV LP as of September 16, 2020. The AUM figure differs from the amount of assets under management reported for regulatory purposes and is based on gross asset values that are estimated and unaudited. ' Mr. Dorrell also holds Australian citizenship. 6 networks in a variety of densely occupied or heavily traveled settings,and venues used for sports and entertainment events, the hospitality industry, commercial buildings, and healthcare facilities. Collectively, ExteNet holds authorizations to provide intrastate telecommunications services in the District of Columbia and every state except Alaska, Maine, North Dakota, Vermont, West Virginia and Wyoming. ESI subsidiaries that are authorized to provide intrastate telecommunications services in one or more states are ExteNet Systems(California)LLC,ExteNet Systems(Virginia) LLC, ESI Advanced Wireless Networks, LLC, ExteNet Systems (New York), Inc., Telecommunication Properties, Inc., and Hudson Fiber Networks, Inc. ("Hudson Fiber"). To the best of Transferee's knowledge, Transferee is not affiliated with any other United States domestic telecommunications service provider. Description of the Transaction Pursuant to the terms of the Agreement and Plan of Merger (the "Agreement") dated October 31, 2020, by and among Transferor, certain affiliates of Transferor, and certain affiliates of Transferee,10 the Proposed Transaction will be effected through a set of substantially simultaneous mergers, as a result of which: 10 The Transferee-affiliated parties to the Agreement are: Stonepeak Tiger Holdings I LLC, Stonepeak Tiger Holdings II Sub LLC, Stonepeak Tiger Blocker I LLC, Stonepeak Tiger Blocker II LLC, Stonepeak Tiger Blocker III LLC, Stonepeak Tiger Blocker IV LLC, Stonepeak Tiger GP Merger Sub LLC, and Stonepeak Tiger Partnership Merger Sub LP. The Transferor-affiliated parties are: Radiate Holdings GP, LLC, TPG VII Radiate BL, LLC; TPG Wakeboard BL, LLC; Radiate GF lI Blocker, LLC; Radiate OF II Blocker, LLC, and TPG VII Radiate Holdings I, L.P. 7 • Control of the Authority Holders will continue to be exercised indirectly through Radiate GP, the general partner of Radiate Holdings. However, upon consummation of the Proposed Transaction(x)the sole member of Radiate GP will change from TPG Advisors to Transferee, and (y) Transferee and not TPG Advisors will have the right to appoint a majority of the directors of the GP Board and. Accordingly. will control Radiate GP and, in turn, the Authority Holders. • The current direct and indirect equity holders of Radiate Holdings will transfer their indirect interests in the Authority Holders—namely,their limited partnership interests in Radiate Holdings—to two Stonepeak-affiliated entities: Stonepeak Tiger Holdings I LLC, a Delaware limited liability company ("Tiger Holdings I"), and Stonepeak Tiger Holdings II Sub LLC, a Delaware limited liability company ("Tiger Holdings II"), which, together with Transferee, will be under the common indirect control of Mr. Dorrell. Transferee advises the Commission that Stonepeak is exploring syndicating a portion of its equity interest in Radiate Holdings:" ii The co-investors may be granted customary minority protections commensurate with their indirect interests in Radiate Holdings, e.g., consent/veto rights over the following matters: (i) amendment or repeal of organizational documents that would disproportionately affect the investor's rights in a material and adverse manner; (ii) variation of class rights that would disproportionately affect the investor's rights in a material and adverse manner; (iii) issuance of securities other than in accordance with the pre-emptive regime and other customary exceptions; (iv) changes to the capital structure that would disproportionately affect the investor's rights in a material and adverse manner; (v) declaration of any dividends/distributions other than on a pro-rata basis; (vi) liquidation, insolvency or winding up; (vii) cessation or material alteration to the nature of the business; (viii) entry into material affiliate transactions, other than on arm's length terms; and(ix)change in any tax classification that would disproportionately affect the investor in a material and adverse manner. 8 • For a period of up to 75 days after the signing of the Agreement, TPG has the right (the "TPG Investment Right") under a letter agreement by and among TPG, Tiger Holdings I and Stonepeak Tiger Holdings II LP (the parent entity of Tiger Holdings II) to elect to make, at the consummation of the Proposed Transaction, an investment in Tiger Holdings I and Stonepeak Tiger Holdings II LP of up to $750 million through one or more investment funds controlled by TPG (collectively, the "TPG Fund"). As of the date of this application,TPG has not exercised the TPG Investment Right. Even if TPG exercises the TPG Investment Right and an investment is made through the TPG Fund up to the limit, the controlling entity of Radiate GP and the ownership structure of Transferee as each is described herein will not change. However, the ownership percentages of the reportable interest holders provided in this application may be reduced or otherwise change as a result of such investment by the TPG Fund. The TPG Fund will be ultimately controlled by the principals of TPG. The principals of TPG are David Bonderman and James G. Coulter, each of whom is a United States citizen. It is not currently expected that TPG's exercise of the TPG Investment Right and the investment in Tiger Holdings I and Stonepeak Tiger Holdings II LP by the TPG Fund will result in any entity (other than the TPG Fund) holding a 10-percent- or-greater equity interest in Radiate Holdings. Applicants will, in a timely fashion, notify the Commission if, as a result of the exercise of the TPG Investment Right, (x) there will be changes in the ownership percentages for reportable interest holders provided in this application or(y) any new entity(other than the TPG Fund)will hold a 10-percent-or-greater equity interest in Radiate Holdings. 9 • Stonepeak is also exploring further syndicating a portion of its equity interest in Radiate Holdings to other co-investors. The structure of any such co-investment, and identity of the co-investors, is yet to be finalized. Excluding the potential investment of the TPG Fund described immediately above, the organizational charts provided in Attachment 1 and listed in Attachment 2 reflect the co-invest vehicles that could potentially hold a 10-percent-or-greater equity interest in Radiate Holdings (although it is also possible that no such vehicle would hold such an interest). While Transferee is unable to currently specify with sufficient accuracy the equity interest to be held by any such co-invest vehicle, the Transferee advises that each such co-invest vehicle will be under the common indirect control of Mr. Dorrell. In addition, and most importantly, no such co-investment will change the proposed controlling entity of Radiate GP or affect the ownership structure of Transferee as each is described herein. However, the ownership percentages of the reportable interest holders provided in this application may be reduced or otherwise change as a result of such co-investment, potentially materially so. Applicants will, in a timely fashion, notify the Commission if, as a result of such co-investment, (x) there will be changes in the ownership percentages for reportable interest holders provided in this application or (y) any new vehicles (other than those reflected in the organizational charts provided in Attachment 1 and listed in Attachment 2) will hold a 10-percent-or-greater equity interest in Radiate Holdings and the percentage interest held by them. 10 If. THE PROPOSED TRANSACTION WILL SERVE THE PUBLIC INTEREST AND WILL NOT HARM COMPETITION A. Standard of Review Under 47 U.S.C. §§ 214(a) and 310(d), the Commission must determine whether a proposed assignment or transfer of control of a provider of interstate or international telecommunications services or a holder of a wireless license is consistent with the public interest, convenience, and necessity.12 In making such a determination, the Commission first assesses "whether the proposed transaction complies with the specific provisions of the Act, other applicable statutes, and the Commission's rules."13 Second, if a proposed transaction would not violate the Act, any other applicable statute, or any of the Commission's rules, the Commission then considers whether a proposed transaction "could result in public interest harms by substantially frustrating or impairing the objectives or implementation of the [Communications] Act or related statutes."14 Third,where a transaction raises no public interest harms or where any 12 See, e.g., Applications of Level 3 Communications, Inc. and CenturyLink, Inc.for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 32 FCC Red 9581, 9585 ¶ 8 (2017) ("Level 3-CenturyLink Order"); Applications of AT&T Inc. and DIRECTV For Consent to Assign or Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 30 FCC Red 9131, 9139-40¶ 18 (2015)("AT&T-DIRECTV Order"); Applications of XO Holdings and Verizon Communications Inc. For Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 31 FCC Red 12,501, 12,504-05 ¶ 7 (Wireline Comp., Int'l, and Wireless Tel. Burs. 2016) ("Verizon- XO Order"). 13 See Level 3-CenturyLink Order, 32 FCC Red at 9585 ¶ 8; AT&T-DIRECTV Order, 30 FCC Red at 9139-40 ¶ 18 (citations omitted); Verizon XO Order, 31 FCC Red at 12,504-05 ¶ 7 (citations omitted);Applications of SoftBank Corp., Starburst II, Inc., Sprint Nextel Corp., and Clearwire Corp., Memorandum Opinion and Order, Declaratory Ruling, and Order on Reconsideration,28 FCC Red 9642,9650¶23 (citations omitted)("Softbank-Sprint-Clearwire Order");Applications Filed by Qwest Communications International Inc. and CenturyTel,Inc. d/b/a CenturyLink For Consent to Transfer Control, Memorandum Opinion and Order, 26 FCC Red 4194, 4198-99 ¶7 (citation omitted) ("Qwest-CenturyLink Order"). 14 See Level 3-CenturyLink Order, 32 FCC Red at 9585 ¶ 9; AT&T-DIRECTV Order, 30 FCC Red at 9140¶ 18 (citation omitted); VerizonXO Order, 31 FCC Red at 12,504-05¶7 (citation 11 such harms can be ameliorated by narrowly-tailored conditions, the Commission considers the transaction's public interest benefits, with the applicants bearing the burden of proving those benefits by a preponderance of the evidence.15 Finally, if the Commission finds that narrowly- tailored, transaction-specific conditions would ameliorate any public interest harms for a transaction that is otherwise in the public interest, it may approve the transaction as so conditioned.16 The Proposed Transaction will not violate any provision of the Act, any other applicable statute, or any Commission rule, nor will it substantially frustrate or impair the Commission's implementation or enforcement of the Act or interfere with the objectives of the Act or other statutes. To the contrary, as detailed below, the Proposed Transaction is expected to offer substantial public interest benefits without any material countervailing harms. In the absence of any such harms, transaction-specific conditions are unnecessary. B. The Proposed Transaction Will Serve the Public Interest Stonepeak's goal in the Proposed Transaction is simple: to make more resources available to an already excellent group of cable, broadband, and telephone providers. Stonepeak believes that it can create value by investing incremental capital after closing of the Proposed Transaction and has a history of partnering with leading management teams to provide a financial partner with available growth capital to scale their platforms. A majority of Stonepeak's investments have omitted); SoftBank-Sprint-Clearwire Order, 28 FCC Red at 9651 ¶ 23 (citation omitted); Qwest-CenturyLink Order, 26 FCC Red at 4199¶ 7. 15 See Level 3-CenturyLink Order, 32 FCC Red at 9586 ¶ 10. In earlier transactions, the Commission weighed any potential public interest harms of the proposed transaction against any potential public interest benefits. See AT&T-DIRECTV Order, 30 FCC Red at 9140 ¶ 18 (citation omitted); Verizon-XO Order, 31 FCC Red at 12,504-05 ¶ 7 (citation omitted); SoftBank-Sprint-Clear wire Order, 28 FCC Red at 9650-51 ¶23 (citation omitted). 16 See Level 3-CenturyLink Order, 32 FCC Red at 9586¶ 11. 12 substantial follow-on growth capital commitments. For example, since its acquisition by Stonepeak in 2015, ExteNet has expanded its indoor and outdoor "neutral host" distributed network ("DNS") systems to help meet the intense demand for improved mobile and wireless broadband coverage and capacity in key strategic markets across the United States, and is the largest independent DNS provider in the United States. Stonepeak has chosen this investment among other ones potentially available to it, in part, because of the excellent management and operations teams leading the Authority Holders. Stonepeak currently intends to retain the current management team and does not currently intend to materially change the operations of the Authority Holders—other than to devote additional resources to help the Authority Holders invest in their networks and services. "[T]he Commission has long recognized the clear public interest benefits in a license or authorization holder being able to assign or transfer control of its license or authorization freely."17 The Proposed Transaction will have no adverse impact on the customers or operations of the Authority Holders. Upon consummation of the Proposed Transaction, the Authority Holders intend to continue to provide service at the same rates, terms, and conditions as contained in existing customer contracts. It is contemplated that existing customers will continue to be served by the Authority Holders under their existing authorizations, as well as under existing tariffs and contracts. The Proposed Transaction is not anticipated to result in service disruption, contract termination,or customer confusion. And,as discussed above,it is contemplated that the Authority Holders will continue to operate under the direction of their current experienced and knowledgeable management team. It is anticipated that the only material change resulting from 17 Applications of T-Mobile US,Inc., &Sprint Corp.,for Consent to Transfer Control ofLicenses &Authorizations, 34 FCC Red 10578, ¶41 (2019). 13 the Proposed Transaction will be that the Authority Holders will be controlled by Transferee rather than TPG Advisors. Transferee and the Stonepeak funds and managed vehicles acquiring the passive equity interests in Radiate Holdings are well-qualified to become the new controller and owners, respectively, of the Authority Holders, which, following consummation of the Proposed Transaction, will enjoy access to the resources and management expertise of Transferee and its affiliates and the Stonepeak funds and managed vehicles. The Proposed Transaction will create no new combinations that will adversely affect competition in any domestic or U.S. international market. None of Transferee's owners control, or are affiliated with, any dominant domestic or international telecommunications providers in the United States. III. INFORMATION REQUIRED BY 47 C.F.R. § 63.04 The Applicants submit the following information pursuant to 47 C.F.R. § 63.04(a): A. Applicant Identification Information" In Table 1 below,the Applicants provide their names,addresses,telephone numbers,places of organization, and FCC Registration Numbers. TABLE 1: Applicant Identification Information TelephoneName,Address, and Place of Role Organization Radiate Holdings, L.P. Delaware 0025854779 Transferor 650 College Road East, Suite 3100 Princeton,NJ 08540 Tel: (609) 452-8197 is See 47 C.F.R. §§ 63.04(a)(1), (2). 14 Address, PlaceFRN Transaction1 Organization Stonepeak Associates IV LLC Delaware 0030233035 Transferee c/o Stonepeak Infrastructure Partners 55 Hudson Yards 550 W 34th Street, 48`'Floor New York,NY 10001 Tel: (212) 907-5100 RCN Telecom Services (Lehigh) LLC Delaware 0019653450 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 RCN Telecom Services of Philadelphia, LLC Delaware 0019653443 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 RCN Telecom Services of New York, LP Delaware 0019653401 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 RCN Telecom Services of Massachusetts, LLC Delaware 0019653476 Authority Holder 650 College Road East, Suite 3100 Princeton, NJ 08540 (609) 681-2184 RCN Telecom Services of Illinois, LLC Delaware 0008314908 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 Starpower Communications, LLC Delaware 0003735016 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 Grande Communications Networks, LLC Delaware 0006178198 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 Astound Broadband, LLC Washington 0013907894 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 15 Address, PlaceFRN Transaction1 Organization Astound Phone Services, LLC Delaware 0026914994 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 ETS Telephone Company, LLC Delaware 0004322814 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 ETS Cablevision, Inc. Delaware 0003749678 Authority Holder 650 College Road East, Suite 3100 Princeton,NJ 08540 (609) 681-2184 Contact Information19 The Commission should address correspondence regarding this application to the persons identified in Table 2 below. TABLE 2: Applicant Contact Information CompanyApplicant ICounsel Transferor Jeffrey B. Kramp Edward A. Yorkgitis, Jr. and General Counsel Winafred R. Brantl Authority Radiate Holdings, L.P. KELLEY DRYE&WARREN,LLP Holders 650 College Road East, Suite 3100 3050 K St.,NW Princeton, NJ 08540 Suite 400 Email:jkramp@patmedia.us Washington, D.C. 20007 Telephone: (202) 342-8400 Joe Kahl Email: cyorkgitis@kelleydrye.com Vice President, Regulatory&Public Affairs wbrantl@kelleydrye.com RCN/Grande/Wave 650 College Road East, Suite 3100 Michael R. Dover Princeton, NJ 08540 KELLEY DRYS&WARREN,LLP Email:joe.kahl@rcn.net 333 West Wacker Drive, Suite 2600 Chicago, IL 60606 Telephone: (312) 857-7087 Email: mdover@kelleydrye.com 19 See id. § 63.04(a)(3). 16 Applicant CompanyI 1Contact Transferee Brian McMullen William M. Wiltshire Senior Managing Director Michael D. Nilsson Stonepeak Associates IV LLC H. Henry Shi c/o Stonepeak Infrastructure Partners HARRIS,WILTSHIRE&GRANNIS LLP 55 Hudson Yards 1919 M Street, NW, Suite 800 550 W 34th Street, 48t" Floor Washington, DC 20036 New York,NY 10001 Telephone: (202) 730-1300 Email: mcmullen@stonepeakpartners.com Email: wwiltshire@hwglaw.com mnilsson@hwglaw.com Adrienne Saunders hshi@hwglaw.com General Counsel Stonepeak Associates IV LLC c/o Stonepeak Infrastructure Partners 55 Hudson Yards 550 W 34th Street, 48h Floor New York,NY 10001 Email: saunders@stonepeakpartners.com Proposed Direct and Indirect Ownership of Authority Holders20 Upon consummation of the Proposed Transaction, certain entities and/or individuals are expected to hold, directly or indirectly, a 10-percent-or-greater equity or voting interest in the Authority Holders as calculated pursuant to the Commission's ownership attribution rules for wireline and international telecommunications carriers. These interests are reflected in the organizational charts provided in Attachment 1 and the related information required by the Commission is provided in the table provided in Attachment 2. 20 See id. § 63.04(a)(4). 17 Certification Regarding the Anti-Drug Abuse Act of 198821 The Applicants certify that no party to this application is subject to denial of federal benefits under Section 5301 of the Anti-Drug Abuse Act of 1988, as amended." Transaction Description The Applicants describe the Proposed Transaction in part I.13 above. Services Provided and Geographic Areas Services23 The Applicants describe the Authority Holders' services and operating territories in part LA(2) above. Streamlining24 This application qualifies for streamlined processing pursuant to 47 C.F.R. § 63.03(b)(1)(ii), because the Proposed Transaction does not transfer control of the authorizations held by the Authority Holders to another telecommunications provider, and pursuant to 47 C.F.R. § 63.03(b)(2). because no Applicant (nor any Applicant affiliate) is dominant with respect to any service. 21 See 47 C.F.R. §§ 63.04(a)(5). 22 21 U.S.C. § 862(a); Anti-Drug Abuse Act of 1988, Pub. L. No. 100-690, § 5301, 102 Stat. 4181, 4310-12 (1988), which related to denial of Federal benefits to drug traffickers and possessors—previously codified at 21 U.S.C. § 853(a�--was renumbered section 421 of the Controlled Substances Act of 1990, Pub. L. No. 101-647, § 1002(d)(1), 104 Stat. 4789, 4827 (1990), and has been recodified as 21 U.S.C. § 862(a). 47 C.F.R. § 63.18(o) does not reflect this recodification. 23 47 C.F.R. § 63.04(a)(7). 24 47 C.F.R. § 63.04(a)(8). 18 Other Applications Filed with the Commissions In connection with the Proposed Transaction, applications are concurrently being filed with the International Bureau for authority to transfer of control of an earth station license, with the Wireless Telecommunications Bureau for authority to transfer of control of numerous wireless licenses, and with the Media Bureau for authority to transfer of control of a CARS license. Business Necessity26 The Applicants request expedited consideration of this application to allow for consummation of the Proposed Transaction in the second calendar quarter of 2021. Waiver Requests27 The Applicants have not requested any waivers relating to this Application. Public Interest Benefits28 Please see part II above for a discussion of the public interest benefits of the Proposed Transaction. IV. INFORMATION REQUIRED BY 47 C.F.R. § 63.24 The Applicants provide the following information pursuant to 47 C.F.R. § 63.24(e). A. Applicant Identification Information29 See response to part IILA above for the Applicants' names, addresses,telephone numbers, place of organization, and FCC Registration Numbers. 25 47 C.F.R. § 63.04(a)(9). 26 47 C.F.R. § 63.04(a)(10). 27 47 C.F.R. § 63.04(a)(I1). 2' 47 C.F.R. § 63.04(a)(12). 29 47 C.F.R. § 63.18(a), (b). 19 Contact Information30 See response to part III.B above for the contact details of the persons to whom correspondence relating to this application should be addressed. Prior Section 214 Authority31 The Authority Holders hold global or limited global facilities-based and resale authority, granted under the file numbers identified in Table 3: Table 3: International Section 214 Authorizations Authority Holder International 214 File Nos. RCN Telecom Services (Lehigh) LLC ITC-214-19961004-00490 ITC-214-19970717-00411 ITC-214-19970723-00430 ITC-214-19981002-00679 RCN Telecom Services of Philadelphia, LLC ITC-214-19970707-00379 RCN Telecom Services of New York, LP ITC-214-19970707-00384 RCN Telecom Services of Massachusetts, LLC ITC-214-19971027-00661 RCN Telecom Services of Illinois, LLC ITC-214-19980731-00532 Starpower Communications, LLC ITC-214-19980116-00024 Grande Communications Networks, LLC ITC-214-20001108-00651 Astound Broadband, LLC ITC-214-20050701-00565 Astound Phone Service, LLC ITC-214-20171016-00172 ETS Telephone Company, Inc. ITC-214-19960311-00007 30 47 C.F.R. § 63.18(c). 31 47 C.F.R. § 63.18(d). 20 Certification Regarding Ownership, Place of Organization, Principal Business, and Interlocking Directorates.32 See response to part III.0 above, specifically Attachment 2 and the organizational charts in Attachment 1, for a list of entities and persons that will,upon consummation of the Transaction, hold directly or indirectly a 10-percent-or-greater equity or voting interest in the Authority Holders, and the percentage expected to be held by each of those entities and persons. Transferee does not have any interlocking directorates with a foreign carrier. Certification Regarding Foreign Carrier Status and Foreign Affiliations33 Applicants certify that upon consummation of the Proposed Transaction: (1) none of Transferee or the Authority Holders will be a foreign carrier in any foreign country; and (2) Transferee and the Authority Holders will be affiliated with the foreign carriers identified in Table 4 (the "Foreign Affiliates"), which are ultimately controlled by Mr. DorrelL Table 4: Stonepeak Foreign Affiliates Affiliate Countries ExteNet Systems (Canada) Inc. Canada Xplornet Communications Inc. Canada DAScom Inc. Canada Hudson Fiber Network Canada euNetworks GmbH Austria, Czech Republic, Germany euNetworks BVBA Belgium euNetworks Fiber UK Ltd Denmark, Finland, Ire land,Norway, Sweden, United Kingdom euNetworks SAS France euNetworks Managed Services GmbH Germany 32 47 C.F.R. § 63.18(h). 33 47 C.F.R. § 63.18(1). 21 euNetworks S.r.l Italy euNetworks BV Netherlands euNetworks 1 Pte Ltd Singapore euNetworks AG Switzerland Certification Regarding Destination Countries34 The Applicants certify that,upon consummation of the Proposed Transaction, (1)none of Transferee or the Authority Holders will be a foreign carrier in any of the countries that the Authority Holders service; (2) none of Transferee or the Authority Holders will control foreign carriers in the destination countries on the routes served by the Authority Holders; (3) Stonepeak is presently expected to continue to control the Foreign Affiliates (although as a private equity firm, Stonepeak may investigate opportunities to divest its interest in the Foreign Affiliates from time to time); and (4) no grouping of two or more foreign carriers (or parties that control foreign carriers in the countries served by the Authority Holders) will own, in aggregate, more than 25 percent of Transferee or the Authority Holders and are parties to, or beneficiaries of, a contractual relationship affecting the provision or marketing of arrangements for the terms of acquisition, sale, lease, transfer, and use of capacity on the routes served by the Authority Holders. Certifications Regarding WTO Status31 No response is required, as the Applicants did not identify any non-WTO markets in response to 47 C.F.R. § 63.180). 34 See id. § 63.180). ss See id. § 63.18(k). 22 Non-Dominant Status36 The Foreign Affiliates identified in part IV.E above each satisfy the requirement of 47 C.F.R. § 63.10(a)(3), as each holds significantly less than a 50-percent market share in the international transport and local access markets in its respective country. Moreover, none of the Foreign Affiliates has any ability to discriminate against unaffiliated U.S. international carriers through the control of bottleneck services or facilities in its respective international market or appears on the Commission's list of foreign telecommunications carriers presumed to possess market power in foreign telecommunications markets.' Accordingly, these foreign-carrier affiliates are each presumed to lack sufficient market power on the international end of the route to affect competition adversely in the U.S. market. Special Concessions3S The Applicants certify that they have not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. Certification Regarding the Anti-Drug Abuse Act of 1988.31 See part ]]].D above for the Applicants' Anti-Drug Abuse Act certification. 36 See id. § 63.18(m). 37 See International Bureau Revises and Reissues the Commissions List of Foreign Telecommunications Carriers That Are Presumed to Possess Market Power in Foreign Telecommunications Markets, Public Notice, 22 FCC Red 945 (Int'1 Bur. 2007). 3S 47 C.F.R. § 63.18(n). 39 See id. § 63.18(o). 23 Streamlining40 The Applicants request streamlined processing pursuant to 47 C.F.R. § 63.12(c)(1)(11), as they qualify for a presumption of non-dominance based on affiliations with the non-dominant Foreign Affiliates described in part IV.E above. The Proposed Transaction raises no foreign ownership concerns that warrant referral to the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector. CONCLUSION For the reasons stated above, the Applicants request that the Commission expeditiously grant consent for the transfer of control of the Authority Holders from Radiate Holdings, L.P., to Stonepeak Associates IV LLC. Respectfully submitted, William M. Wiltshire Edward A. Yorkgitis, Jr. Michael D. Nilsson Winafred R. Brand H. Henry Shi KELLEY DRYE&WARREN, LLP HARRIS,WILTSHIRE&GRANNls LLP 3050 K St.,NW 1919 M Street NW Suite 400 8th Floor Washington, D.C. 20007 Washington, D.C. 20036-3537 Telephone: (202) 342-8400 Tel: (202) 730-1350 Email: corkgitis@kelleydrye.com Fax: (202)730-1301 wbrantl@kelleydrye.com Email: wwiltshire@hwglaw.com Michael R. Dover mnilsson@hwglaw.com KELLEY DRYE&WARREN,LLP hshi@hwglaw.com 333 West Wacker Drive, Suite 2600 Chicago, Counsel for Transferee IL 60606 Telephone: (312) 857-7087 Email: mdover@kelleydrye.com Counsel to Transferor and Authority Holders Date: November 30, 2020 40 See id. § 63.18@. 24 VERIFICATIONS 25 v o v m I � I I � I I I v I u u I o v o] I v v I Y I �- I m � I � I v a I 0 u 3 ° I (6 N L �>i ❑ U O I -- a — _� I a L I 7 O I o J LD m L Qj Q I m v r 0 ura ra Q — U V) > ❑ 0 a ^L d J W ~ cu C N C7 p 12 p °1 I LL = v p 0 ❑ Q = O I cr I r U I I a I I � � I � � I � � I � v J mo (J U J -o v CD �o E > v ❑ n CO o O � � > _ ❑ a v — a C U C � U C f6 3 U = {Z a+ UJ N N U/ 0 0 ' av) _ C on N `o L v a o v ,s _ v c .� c z o 0 = v o U L 6 3 C O N 3 v a �I a m E v o .� E ° 7 N 6 � - 21 i � % - Via \ CL cm) 0 tI [- \ \ ® & ; to = S _ _CL 0 bO 0_ s e » £ - / < co ) o } ) o % j 0 2 U e � 0 E 2 _ \ ; Eto co ® - -0 2 } \ » � ai ? t m \ /ƒ 3 7 9Q, - 16 4 0 2 � \ \ \ \ - s _ � ; a $ ; - $ \ / c { � ) ® 2 0> ) 2 ± 0 \� � ) � \ � U z of 0 r \ \\§ � \ e BEE LD 0 � E \ ( / / \ / \ \ 37 gy \ ) kD (D > { a) � // \ _ ! § _/ } ® ® ® ` ? /� ; _ : ; / fa [ / 3 )ai 0 } { \ - m / % / 2 > ) < ® / J [ CM / \ \ \ 6 § 379 7 a : o °% » ) /± a \ av - .7 ) � \ � � � k E r a g it / 2 C - m - o /% \ ® ® ) 2- > v i-- \\ 2ff ®xw = E - CL w E ~~x CL * ~x O ~x - Q ® /CL 2 2 o z £ < 0 _ o < o { % tG / 2 2 : { \ I k W \ ) \ ----- --------- / O k � - ° \ � \ \ \ e U L) j \ a J ----------- ------� o 0 cn t > ® / F > .g0, \ 77 \/ ) ¥ \ UD f ± ; En Lo tea » J > q ) g / 33 g � E { $ - ) 7 » ) £ / _ / ! - - co a, - } ; ) { ® / & 2 C) �� � \\ es J > = / ( m E w / \ \ ) \ ) / ° z w 211 / \ 9v 2 _\ ] _\ } ; ai Qj / D 0C) 011 » ƒ\ — e � \5 § 7 \ / ® > / bb I 7 � � E 0 � 0 E 3 CO 0 .� � \ \ va O ) ) \ @ Q Q 0 � - z - 0 / s ` ( 5J r \ \ \) 2 \ > > \ @ ----- -------- ® 0 5 p 2a _ { U ) z o $ ± 6 9 _§ o U ---- »� / co cn \ a9 G _ \ z � � � \\ 57 ) { \ 3 § >5 » _ } \ / { ) ƒ tlo { } 2 , _ 2" / ) \ 0Et '- - - % § k ) ° / {f ee CD \ƒ z , z / ( / | \ / \ \ \ \ 0z LO oo & ao > o \ » = \� - ) \j ƒ /\ \ _) \ [fs\ 0 \ ) � � � � ( ) E \ &� 44 _ = C 0M 0 \ \ \\ � - k / \\ \ \ { 5 o ) om t £ 2\/ cn ) j7 \ ) / * k \ -0 \® � 57 ® 6 ` - a5 {\ \ #_ 0C:i - - # _ - o - \ � � (§ ) CL \\ l - ƒ 0/0 ai 2 E \ ( ) � ° - 0- \ _/ / \ § ) \ © \± O = _ <-MSF _ ai \ / 5 - § CL v \ o 3: - z > M u _ ai \/_ ) / tD - § _ 0 _\ ) ) / } / \ \ \ { / 0 a) \ - / \ / (e - � > / 2 / \\ ±\ \ � � \ \ \ L \ \ \/ $ \ � ( J > � ! O - $ t ; _ � ; � $ ; (§ ) - o \ � a, o > \ " § 22 2k _ � / � ai 2 ai 3 z2 0 �ƒ � \ k // { % 2 \CL ai a E ° 7 2 § »7 to \ 6 < 22 - / EQj \ CL § \ 7j =2 / } } { - 0 0D - (\ z / t 2t £ � _ _ - m % / { \ } � : \ ) / \ ( / / \ /\ \ \ \ \ / ) \ / \ C-0 15 _ \ 3 \ � } co \ \0 \ R w / \ * § r ) : ) -. cr � — � E0 of \ \ uCO c � _ 0 2 : � — 2 \\ o o a — \ \ \ \ � \ CL Qj � \ 0 of17 V § \ E 0 � \ \ \ - � ) / \ � ( ) � E / u u § y / / 0 \\ L \ \ \ \ \ / } / / � j u j / / ME \ § _ § uQ l ] — § 4 � � \ Z — \ : / { ai — ) - _ zo z $ \ El » \ u / { ATTACHMENT 2: TRANSFEREES AND AUTHORITY HOLDERS POST-CLOSE OWNERSHIP INTERESTS Upon consummation of the Proposed Transaction, the following persons will have 10- percent-or-greater direct and indirect equity or voting interests in Radiate Holdings, L.P. ("Radiate Holdings"). Radiate Holdings has and will continue to have 100% indirect equity and voting control of the Authority Holders.' 1. Name: Radiate Holdings GP LLC ("Radiate GP") Address: 717 Fifth Avenue, 25th Floor,New York, NY 10022 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Radiate GP will hold a direct 0% equity and 100%voting interest in Radiate Holdings (by virtue of being the general partner of Radiate Holdings) Role: Radiate GP is and will continue to be the general partner of Radiate Holdings 2. Nanze: Stonepeak Tiger Holdings I LLC ("Tiger Holdings I") Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Tiger Holdings I will hold approximately a direct 60% equity and 0%voting interest in Radiate Holdings Role: Tiger Holdings I will be a passive investor in Radiate Holdings. 3. Name: Stonepeak Tiger Upper Holdings I LP ("Tiger Upper Holdings I") ' The percentage equity interests set forth in this Attachment 3 are the Transferee's best estimates as at the date of this application based on the information presently available to the Transferee. The Applicants will, in a timely fashion, notify the Commission of any material changes to these percentage equity interests (including as a result of the exercise of the TPG Investment Right and any co-investment).No change is expected to the control of Radiate GP and in turn the Authority Holders from that set forth herein. Address: 55 Hudson Yards, 550 W 34th Street, 48'Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Tiger Upper Holdings I will a direct 100% equity and 100% voting interest in Tiger Holdings I (see no. 2)2 Role: Tiger Upper Holdings I will be an indirect passive investor in Radiate Holdings that will aggregate the passive, indirect investments of its members 4. Name: Stonepeak Infrastructure Fund IV(AIV I) LP Address: 55 Hudson Yards, 550 W 34th Street, 48t"Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Stonepeak Infrastructure Fund IV(AIV I) LP will hold an indirect 54.1% equity and 0%voting interest in Tiger Holdings I(see no. 2)through its direct 54.1% equity and 0% voting interest in Tiger Upper Holdings I (see no. 3) Role: Stonepeak Infrastructure Fund IV(AIV I) LP will be an indirect passive investor in Radiate Holdings that will aggregate the passive, indirect investments of its limited partners 5. Name: Stonepeak Tiger Feeder Fund IV(Delaware A) LLC Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak Tiger Feeder Fund IV(Delaware A) LLC will hold an indirect 54.1% equity and 0%voting interest in Tiger Holdings I(see no. 2)through its direct 51.3% equity and 0% voting interest in Stonepeak Infrastructure Fund IV (AIV I) LP (see no. 4) Role: Stonepeak Tiger Feeder Fund IV(Delaware A) LLC will be an indirect passive investor in Radiate Holdings that will aggregate the passive, indirect investments of its members, none of which will have a 10-percent-or-greater equity or voting interest in Radiate Holdings 2 Stonepeak management will hold in the aggregate a de minimis equity interest in Tiger Holdings I. 2 6. Name: Stonepeak Tiger Feeder Fund IV(Delaware B) LLC Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak Tiger Feeder Fund IV (Delaware 13) LLC will hold an indirect 3.2% equity and 0%voting interest in Tiger Holdings I (see no 2.) through its indirect 3.2% equity and 0%voting interest in Tiger Upper Holdings I(see no. 3) held through Stonepeak-managed entities, none of which will have a 10-percent-or-greater equity or voting interest in Radiate Holdings Role: Stonepeak Tiger Feeder Fund IV(Delaware B) LLC will be an indirect passive investor in Radiate Holdings that will aggregate the passive, indirect investments of its members, none of which will have a 10-percent-or-greater equity or voting interest in Radiate Holdings 7. Name: Stonepeak Infrastructure Fund III(AIV 1) LP Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Stonepeak Infrastructure Fund III(AIV I) LP will hold an indirect 40.5% equity and 0%voting interest in Tiger Holdings I(see no. 2)through its direct 40.5% equity and 0% voting interest in Tiger Upper Holdings I(see no. 3) Role: Stonepeak Infrastructure Fund III(AIV I) LP will be an indirect passive investor in Radiate Holdings that will aggregate the passive, indirect investments of its limited partners 8. Name: Stonepeak Tiger Feeder Fund III(Delaware A) LLC Address: 55 Hudson Yards, 550 W 34th Street, 48'Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak Tiger Feeder Fund III(Delaware A) LLC will hold an indirect 14.6% equity and 0%voting interest in Tiger Holdings I(see no. 2)through its direct 36.1% equity and 0% voting interest in Stonepeak Infrastructure Fund III(AIV 1) LP (see no. 7) 3 Role: Stonepeak Tiger Feeder Fund III (Delaware A) LLC will be an indirect passive investor in Radiate Holdings and will aggregate the passive, indirect investments of its members, none of which will have a 10-percent-or-greater equity or voting interest in Radiate Holdings 9. Name: Stonepeak Tiger Holdings II Sub LLC ("Tiger Holdings II") Address: 55 Hudson Yards, 550 W 34th Street, 48t"Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Tiger Holdings II will hold approximately an indirect 40% equity and 0%voting interest in Radiate Holdings through its direct holding of 100% of the membership interests in the following limited liability companies, that collectively hold approximately a 40% equity and 0%voting interest in Radiate Holdings: TPG VII Radiate BL, LLC; TPG Wakeboard BL, LLC; Radiate GF II Blocker, LLC; and Radiate OF II Blocker, LLC. Role: Tiger Holdings H will be an indirect passive investor in Radiate Holdings 10. Name: Stonepeak Tiger Holdings II LP Address: 55 Hudson Yards, 550 W 34th Street, 48"'Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Stonepeak Tiger Holdings II LP will hold a direct 100% equity and 100% voting interest in Tiger Holdings II(see no. 9) Role: Stonepeak Tiger Holdings II LP will be an indirect passive investor in Radiate Holdings and will aggregate the passive, indirect investments of its limited partners. 11. Name: Stonepeak Tiger Upper Holdings II LP ("Tiger Upper Holdings II") Address: 55 Hudson Yards, 550 W 34th Street, 481h Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Tiger Upper Holdings II will hold an indirect 100% equity and 100%voting interest in Tiger Holdings II(see no. 9) 4 through its direct 100% equity and 100%voting interest in Stonepeak Tiger Holdings 11 LP (see no. 10)' Role: Stonepeak Tiger Holdings II LP will be an indirect passive investor in Radiate Holdings and will aggregate the passive, indirect investments of its limited partners 12. Name: Stonepeak Infrastructure Fund IV (AIV II) LP Address: 55 Hudson Yards, 550 W 34th Street, 48rh Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Stonepeak Infrastructure Fund IV(AIV 11) LP will hold an indirect 54.1% equity and 0%voting interest in Tiger Holdings II(see no. 9)through its direct 54.1% equity interest and 0%voting interest in Tiger Upper Holdings II (see no. 11) Role: Stonepeak Infrastructure Fund IV(AIV 11) LP will be an indirect passive investor in Radiate Holdings that will aggregate the passive, indirect investments of its limited partners, none of which will have a 10-percent-or-greater equity or voting interest in Radiate Holdings 13. Name: Stonepeak Infrastructure Fund III(AIV IV)LP Address: 55 Hudson Yards, 550 W 34th Street, 48rh Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Stonepeak Infrastructure Fund III(AIV IV) LP will hold an indirect 40.5% equity and 0%voting interest in Tiger Holdings 11 (see no. 9) through its a direct 40.5% equity and 0%voting interest in Tiger Upper Holdings II(see no. 11) Role: Stonepeak Infrastructure Fund III(AIV IV) LP will be an indirect passive investor in Radiate Holdings that will aggregate the passive, indirect investments of its limited partners, none of which will have a 10-percent-or-greater equity or voting interest in Radiate Holdings 14. Name: Stonepeak Associates IV LLC Address: 55 Hudson Yards, 550 W 34th Street, 48rh Floor,New York, NY 10001 Stonepeak management will hold in aggregate a de minimis equity interest in Stonepeak Tiger Holdings II LP. 5 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak Associates IV LLC will hold a direct 100% equity and 100%voting interest in Radiate GP (see no. 1). Role: Stonepeak Associates IV LLC will indirectly control Radiate Holdings (and thus the Authority Holders)through its ability to appoint a majority of the directors of the Radiate GP (see no. 1). Stonepeak Associates IV LLC will also indirectly control the following passive investors: (1) Tiger Holdings I through its role as the managing member of Tiger Upper Holdings I(see no. 3), which is the managing member of Tiger Holdings I(see no. 2); (ii) Stonepeak Infrastructure Fund IV (AIV 1) LP as its general partner (see no. 4); (iii) Stonepeak Tiger Feeder Fund IV (Delaware A) LLC as its managing member(see no. 5); (iv) Stonepeak Tiger Feeder Fund IV (Delaware B) LLC as its managing member(see no. 6); (v) Tiger Holdings II through its role as the general partner of Tiger Upper Holdings 11(see no. 11), which is the general partner of Stonepeak Tiger Holdings H LP (see no. 10),which in turn is the managing member of Tiger Holdings II(see no. 9); and (vi) Stonepeak Infrastructure Fund IV (AIV I1) LP as its general partner (see no. 12). 15. Name: Stonepeak Associates III LLC Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor, New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak Associates III LLC will control the following indirect passive investors in Radiate Holdings: (i) Stonepeak Infrastructure Fund III(AIV I) LP (see no. 7) as its general 6 partner; and(ii) Stonepeak Tiger Feeder Fund III (Delaware A) LLC as its managing member(see no. 8); and(iii) Stonepeak Infrastructure Fund III(AIV IV) LP as its general partner(see no. 13). 16. Name: Stonepeak GP Investors IV LLC Address: 55 Hudson Yards, 550 W 34th Street, Oh Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak GP Investors IV LLC will hold a direct 100% voting interest in Stonepeak Associates IV LLC (see no. 14) Role: Through its role as the managing member of Stonepeak Associates IV LLC, Stonepeak GP Investors IV LLC will indirectly control Tiger Holdings I, Tiger Holdings II, and Radiate GP 17. Name: Stonepeak GP Holdings III LLC Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak GP Holdings III LLC will hold a direct 100% voting interest in Stonepeak Associates III LLC (see no. 15) Role: Stonepeak GP Investors III LLC will indirectly control certain passive investors in Tiger Holdings I and in Tiger Holdings II through its role as the managing member of Stonepeak Associates III LLC 18. Name: Stonepeak GP Investors III LLC Address: 55 Hudson Yards, 550 W 34th Street, 481h Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak GP Investors III LLC will hold a direct 100% 100%voting interest in Stonepeak GP Holdings III LLC (see no. 18) Role: Stonepeak GP Investors III LLC will indirectly control certain passive investors in Tiger Holdings I and in Tiger Holdings II through its role as the managing member of Stonepeak GP Holdings III LLC 7 19. Name: Stonepeak GP Investors Manager LLC Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited liability company Principal Business: investments Interest Held: Stonepeak GP Investors Manager LLC will hold a direct 100%voting interest in Stonepeak GP Investors IV LLC (see no. 16) and Stonepeak GP Investors III LLC (see no. 18) Role: Stonepeak GP Investors Manager LLC will indirectly control Tiger Holdings I, Tiger Holdings II, and Radiate GP through its role as the managing member of Stonepeak GP Investors IV LLC 20. Name: Michael Dorrell Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Citizenship: United States and Australia(dual) Type of Person: Individual Principal Business: Founder of Stonepeak Interest Held: Mr. Dorrell will hold a direct 100%voting interest in Stonepeak GP Investors Manager LLC (see no. 19) Role: Mr. Dorrell will indirectly control Radiate Holdings through his role as a controlling person of Stonepeak GP Investors Manager LLC Set out below is a list of co-invest vehicles that could potentially hold a 10-percent-or- greater equity interest in Radiate Holdings (although it is also possible that no such vehicle would hold such interest). 21. Name: Stonepeak Tiger (Co-Invest)Holdings (I-A) LP Stonepeak Tiger (Co-Invest)Holdings (II-A) LP Stonepeak Infrastructure Fund—Super Co-Invest(AIV I- A)LP Stonepeak Tiger (Co-Invest)Holdings (I-B)LP Stonepeak Tiger (Co-Invest)Holdings (II-B) LP Stonepeak Infrastructure Fund IV—Master Co-Investment Partners (AIV I-A) LP Stonepeak Infrastructure Fund—Master Co-Investment Partners (AIV II-A) LP Stonepeak Infrastructure Fund IV—Master Co-Investment Partners (AIV I-B) LP 8 Stonepeak Infrastructure Fund—Master Co-investment Partners (AIV II-B) LP Stonepeak Infrastructure Fund—Super Co-Invest(AIV I- B) LP Address: 55 Hudson Yards, 550 W 34th Street, 48th Floor,New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Each of the entities may hold a 10% or greater indirect equity interest in Radiate Holdings. Role: Each of the entities will be a passive investor in Radiate Holdings, and is directly or indirectly controlled by either Stonepeak Associates III LLC (see no. 15) and Stonepeak Associates IV LLC (see no. 14) and ultimately Mr. Dorrell(see no. 20) Other than the interest holders identified above and the TPG Fund, no other entity or individual will,upon consummation of the Proposed Transaction,hold a 10-percent-or-greater direct or indirect equity or voting interest in Radiate Holdings and Authority Holders. 9 Exhibit II.3: Statement Regarding Qualification to Transact Business Transferee is a holding company with no operations, and therefore, it does not need authority to transact business in any states where Franchisee provides cable service. Exhibit 11.7: Statement Regarding Pledge of Stock The Proposed Transaction is not contemplated to result in any change in the existing financing arrangements that may involve the pledge of Franchisee's stock. The Transferee understands that certain rights on default with respect to any existing or future financing arrangement may require approval of the Federal Communications Commission, applicable state regulators, and/or this franchising authority before being exercised. Exhibit III: Transferee's Financial Qualifications Franchisee will continue to rely on the financial qualifications of its indirect parent, Radiate Holdings, L.P., with additional financial support able to be provided by Transferee and its affiliates (as and if required). Confidential Attachment B hereto, which is provided under seal, contains the most recent full year of financial statements of Radiate Holding. Exhibit IV: Transferee's Technical Qualifications Following consummation of the Proposed Transaction, it is contemplated that Franchisee will continue to provide high-quality communications services to customers pursuant to the terms of the current Franchise Agreement without interruption and without change in rates, terns, or conditions. Applicants emphasize that the Proposed Transaction will be seamless and transparent to customers, and is not anticipated to result in the discontinuance,reduction, loss, or impairment of service to customers. It is contemplated that Franchisee's cable system will be managed by Franchisee's existing technical and operational personnel, to be led by a management team with decades of industry experience. In addition, Transferee and its affiliates will provide Franchisee with access to an experienced communications investment team. (See enclosed copy of FCC Section 214 application for further discussion.) As such,the Proposed Transaction will not have a detrimental effect on, or result in a material adverse change in, the services provided to existing customers of Franchisee. The biographies of Franchisee's key post-closing management personnel are as follows: BIOGRAPHIES OF KEY PERSONNEL FOR PATRIOT MEDIA,RCN,GRANDE,WAVE AND EN-TOUCH Steve Simmons- Chairman Steve created his first cable company, Simmons Communications, in 1981. Over the next decade it served over 300,000 customers in 20 states. The company improved cable service in many places around the country, including its complete turnaround of the Long Beach, California system. Upon its sale the Mayor issued a proclamation citing the great improvement in customer and technical service and major contributions to the community. In 2001 Steve started Patriot Media. The dramatically improved service in its system serving Princeton and 29 other towns in New Jersey, won plaudits from local communities. In 2006 he and the Patriot team were recognized by CableWorld as US Independent Cable Operator of the Year for Patriot's operational success and advanced triple play technology. Today, Steve and the Patriot management team have ownership in and manage RCN Cable and Grande that together serve over 600,000 customers. Steve also served on the Board of Virgin Media, a public company that provided cable and mobile service in the United Kingdom, and today sits on the Board of Cablevision. Steve previously served on the NCTA Board for 3 years, was voted a Cable Pioneer, and for over 25 years has been chairing the Cable Entrepreneurs Club whose members include 25 present and former Chairmen/CEOs of cable companies. In 2015 he was voted into the Cable Hall of Fame. In his non-cable life, Steve has worked on the White House staff,been a professor at the University of California, a Governor on the US Broadcasting Board of Governors where he chaired committees overseeing Voice of America and Radio Free Europe/Radio Liberty, Chair of the gubernatorial Commission in Connecticut examining the educational achievement gap, and producer of an Emmy Award winning documentary on education reform issues. Steve has also written 5 children's books. He is a graduate of Cornell University and Harvard Law School. Jim Aolanda-President& CEO Jim began his cable industry career 28 years ago with Comcast after graduating from The Ohio State University. His career has taken his family to California,New Jersey, Colorado and Missouri,where he was the Regional Vice President of Operations for Charter Communications in St. Louis. Jim returned to New Jersey as President and General Manager of Patriot Media, establishing and running that cable operation for four-and-a-half years until its' sale in August 2007. Post-sale, Patriot Media Consulting was founded with Jim as Chief Executive Officer and consists of numerous former Patriot Media executives. The company is engaged in the evaluation, acquisition and management of cable investments. In December 2007,Patriot Media Consulting assumed management of Choice Cable TV of Puerto Rico, an internet,phone and cable TV provider passing 340,000-plus households in the western and southern portions of the island. In August 2010, this same team began management of RCN Cable's cable operation,passing over 1.4 million households, and in 2013 added Grande Communications to the list of companies they manage; Jim serves as Chief Executive Officer of both companies. John Feehan -EVP& CFO John joined Patriot Media in March, 2011. He serves as CFO for Patriot Media, Grande, and RCN. John had spent the previous 10 years before joining Patriot Media in the wireless communications industry where he was most recently the SVP, CFO of the Sprint/Nextel Prepaid Group. For the 8 years prior to joining Sprint/Nextel, John was the EVP, CFO of Virgin Mobile USA and joined Sprint/Nextel when Virgin Mobile was acquired by Sprint in November 2009. John was the initial finance department hire in January 2002 when Virgin Mobile USA was formed and helped lead the company from its national launch to become one of the nation's top wireless carriers with more than 5 million subscribers and $1.3 billion in annual revenues. As CFO, John led the initial public offering of Virgin on the NYSE in October 2007. Prior to joining Virgin Mobile,he served as chief financial officer of SAGE BioPharma, a leading manufacturer of infertility products. John began his career at Price Waterhouse and has held various senior level management positions throughout his 29-year career. He holds a bachelor's degree in accounting and management information systems from St. Joseph's University in Philadelphia and is a certified public accountant in the state of PA. Chris Fenger- EVP& COO Chris has served as the Executive Vice President and Chief Operating Officer at RCN Cable since May 2013 and previously served as the Senior Vice President of Operations at RCN Cable since April 2011. He currently also serves as the Executive Vice President and Chief Operating Officer at Grande. Chris has been in the cable industry for over 34 years and most recently was the Division President of Bright House Networks of Central Florida. Prior to that, he was with Charter Communications for over four years, initially as Regional Senior Vice President of Operations for the North Central Region and then as the Divisional Senior Vice President of Operations for the Western Division.Earlier in his career, Chris held various general management and senior operations positions at Marcus Cable, Simmons Communications and Warner Amex Cable. Pat Murphy-EVP& CTO Patrick is a 39-year cable television veteran with extensive management expertise in engineering, technical system operations, construction, and acquisitions. During his tenure at Patriot Media,Patrick directed a very aggressive system upgrade. Its completion enabled the system to launch digital video,VOD, increased HSD speeds as well as a voice service. These contributions,along with strong financial, operation and customer growth, garnered Patriot Media the "Independent Operator of the Year Award" by Cable World Magazine. Prior to joining Patriot Media,he had been with Charter Communications and its predecessors for 18 years in the Los Angeles area in the position of Western Regional Vice President of Engineering and Technical Operations.During his tenure he oversaw capital budgets in excess of$300 million, upgraded/rebuilt 25,500 miles of system to 750/860 MHz,built six headends and ten hub sites,launched digital video,HSD and VOD services. He also served in several senior technical/operations management positions with Simmons Cable Television, Group W and Acton Communications. Patrick received his formal education from California.State University,Los Angeles, CA,National Institute of Communications (FCC First Class Radio/Telephone license) and Washington University, St. Louis,Mo.Patrick is a member of the Society of Cable Telecommunications Engineers(SCTE). In 2003 he was elected into The Cable TV Pioneers. A published author,his articles have appeared in such periodicals as CED and Communications Technology. Rob Roeder-EVP& CDO Rob has 36 years of diverse cable television experience, including positions in general management and engineering management, spanning several companies throughout the country. Prior to joining Patriot Media,Rob was the Western Division Vice President of Advanced Services for Charter Communication's, which encompassed a five-state area and served 2 million customers. In that role,he was responsible for the launch and ongoing operation of a suite of video and broadband products including digital services,high-speed data services,video-on-demand, and interactive services.In his role,Rob was also responsible for the United States first launch of Voice over Internet Protocol (VOP) phone service. In addition,Rob was responsible for the launch, and operation, of products geared towards the emerging commercial services market including long-haul network transport,Ethernet services, SIP telephony, and Point-to-Point direct circuits. John Gdovin-EVP& CA John has a 36-year career with independent telecommunications companies that began soon after his 1979 college graduation when he joined a northeastern Pennsylvania company which would become C-TEC. He played an integral part of the team that started the cable television division for C-TEC in the early 1980s. In 1989 he oversaw the consolidation of its customer service operations and established a new customer service call center facility. In addition to customer service,he was also responsible for other corporate business including acquisitions,programming agreements,MIS, franchising, corporate contracts and strategy. He was twice awarded the Company's "Pursuit of Excellence" award for individual performance,in 1986 and 1990, as well as the group award for"Pursuit of Excellence" in 1990. CTEC continued its growth and was acquired by RCN Cable in the early 1990s.John remained with RCN Cable and became Executive Vice President of the cable division,responsible for the overall performance of its 380,000 cable TV customers in Michigan,Pennsylvania, New Jersey and New York. After more than 20 years with the company,John joined WideOpenWest, another start-up independent cable operation,in December 1999. Most recently John was a member of the senior team managing Patriot Media since its inception in late 2002. Continuing in that role with Patriot Media,John handles negotiation of programming and retransmission consent agreements,renegotiation of all expired or expiring franchise agreements, government relations, as well as other regulatory, administration and human resources management. John is an active member of the American Cable Association(ACA)Board of Directors. Jeff Krarnp-EVP&S&GC Jeff joined RCN as Senior Vice President, Secretary and General Counsel in June 2011. He is responsible for the management of all legal matters concerning the Company,including corporate and corporate governance,joint ventures/strategic alliances,transactions/contracts,labor,intellectual property and litigation. Jeff brings to RCN over 27 years of experience,including seven years working with telecommunications companies, as a member of/legal counselor to senior management teams at public and private companies in a variety of industries. He most recently served for eight years as Senior Vice President, Secretary& General Counsel of NEW Customer Service Companies, Inc.,the leading global provider of extended service and buyer protection plans, and as Vice President&General Counsel of Counsel Corporation, a publicly traded investment company with holdings including the telecommunications companies I-Link, Acceris Communications and WorldxChange Communications. He also served as Secretary and General Counsel of WESCO International,Inc., a$4+billion Fortune 500 distributor of over 200,000 electrical and industrial products, and as an Associate General Counsel at Westinghouse Electric Corporation providing general corporate counsel to businesses in the commercial division,including Group W Productions. Jeff began his legal career as an Associate Attorney with a litigation and corporate practice at the Pittsburgh office of the law firm of Eckert, Seamans, Cherin&Mellott. Jeff earned a Juris Doctorate degree from Case Western University School of Law in Cleveland, Ohio and a bachelor's Degree from The College of Wooster in Wooster, Ohio,where he graduated with honors. Patrick Knorr,EVP and CCO Mr.Knorr joined us in connection with the TPG Acquisition of Wave. Previously,he served as Executive Vice President of Business Solutions at Wave Broadband from 2012 to 2017. Prior to Wave, Mr.Knorr served as Chief Operation Officer of The World Company with P&L responsibilities for Cable, Broadband,Newspaper, and Magazine properties across three states including industry leading small cable operator Sunflower Broadband from 1999 to 2011. Earlier in his career Mr. Knorr was in leadership roles at several smaller technology companies bringing the first available Internet access to many rural Kansas communities. Parisa Salehani -SVP& Controller Parisa joined Patriot Media Consulting in October 2018. Previously,Ms. Salehani served as Vice President, Corporate Controller at Internova Travel Group,the largest travel agency in the United States, where she was part of the redesign of the company to support its acquisition program and public-market readiness. Prior to joining Internova Travel Group,Ms. Salehani served as Assistant Controller at Time Inc. where she was an integral part of the team that led its successful spin-off from Time Warner and ultimate sale to Meredith Corporation. Before joining Time Inc. Ms. Salehani held financial positions at Viacom Inc. and American Express Corporation. Ms. Salehani began her career at PricewaterhouseCoopers LLP and is a Certified Public Accountant.Ms. Salehani holds a B.S in Accounting,Information Systems and Economics from the City University of New York. Jackie Heitman-SVP Sales &Marketing With over 30 years of marketing experience,Jackie has an extensive background in integrated marketing across a variety of industries including cable, sports, entertainment,telecommunications, and broadcast television. Prior to her current role as Senior Vice President of Sales and Marketing, she was the Senior Vice President of Marketing at Bresnan where she oversaw corporate marketing and sales. She also spearheaded the company's bundled service initiatives,including such products as digital cable,high- speed Internet,and digital phone. Previously,Ms. Heitman worked with Cox Communications where she held the post of Marketing Vice President for New Orleans. At Cox, she planned and executed the launch of the company's telephony product on a facilities-based switched platform.Prior to that, she held a variety of top-level marketing and research positions in which she was responsible for the development and implementation of integrated and targeted business-to-business and business to consumer programs,growth of revenue streams, and realization of cost savings for large and medium-size businesses. Ms. Heitman holds an MBA and a BS in Business Administration,both of which she earned at the University of Dayton. CONFIDENTIAL ATTACHMENT A Agreement (CONFIDENTIAL—FILED UNDER SEAL) Franchisee, Transferor and Transferee request that the Agreement provided as this Confidential Attachment A be afforded the highest level of confidential treatment,be made available only to those officials and personnel of the City reviewing the request for consent, and not be released or otherwise made available to the public. Confidential treatment of the Agreement is requested because it contain confidential and propriety information as well as the private terms and conditions of the Proposed Transaction. The Agreement contains proprietary commercial and financial information that is maintained as confidential by the parties, is not publicly available and, if released, could be used by competitors of Franchisee and the parties to the Agreement to cause competitive harm. Accordingly, Franchisee, Transferor, and Transferee request that the City accord the Agreement confidential treatment as described above. FILED SEPARATELY UNDER SEAL IN ACCOMPANYING ENVELOPE CONFIDENTIAL ATTACHMENT B Financial Statements of Radiate Holdings (CONFIDENTIAL—FILED UNDER SEAL) Franchisee, Transferor and Transferee request that the Financial Statements of Radiate Holdings and Franchisee provided as this Confidential Attachment B be afforded the highest level of confidential treatment, be made available only to those officials and personnel of the Franchise Authority reviewing the request for consent, and not be released or otherwise made available to the public. Confidential treatment of the Financial Statements is requested because it contain confidential and propriety financial and business information that is maintained as confidential by Franchisee and its parent entities, is not publicly available and, if released, could be used by competitors of Franchisee and the parties to the Agreement to cause competitive harm. 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( 0 � } } /Qj - � ) / \ � ( / � E / uz: u § ) \ 5 / 0 ® 4 - \ ( / : 2e ; ° CT / ( ƒ § 5j } \ j / / U L L.............. \ \ § } } ^ \ ^ \ -\ § 4 � � E - : /o { - ) / j § u\ - Of uzo : z $ :° � [ ; - ai \ �{ Ll ,;\ ~ LEGAL NOTICE TOWN OF LEXINGTON SELECT BOARD The Select Board, as Issuing Authority for Cable Television licensing, will hold a public hearing on Monday, January 25, 2021 at approximately 7:00 p.m. via zoom,httC[s:/� c pL..Its.._,.Webinar ID 95918884677,Passcode 210247. The hearing is being held pursuant MGL c.166A, s.7 and Massachusetts Cable Television Division regulation 207 CMR 4.01 et seq and applicable federal law, on the application seeking the Select Board's approval for transfer of control of the Cable Television Renewal License of RCN Telecom Services of Massachusetts, LLC (`RCN') from Radiate Holdings, L.P. to Stonepeak Associates IV, LLC. The Select Board wilt consider the application based on review of applicant's managerial, technical, financial and legal ability to operate the cable system pursuant to the existing RCN license. Documents being considered at the hearing are available upon request at the Select Board's Office. Public comment on the proposed transfer of RCN's cable license to Stonepeak Associates IV,LLC is invited.Written comments, including the submitter's name, address, and (optionally) any Town committee, commission or board affiliations, can be delivered to the Select Board Office by email to s I ct o rd( 1exil' pto�n�a•� and will be accepted until 1:00 p.m. Friday, January 22, 2021. For more information on the public hearing,please contact the Select Board Office at 4e..h .o.qr..(o�lexin�tonmao ov or(781) 698-4580. Doug Lucente, Chair Select Board AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: C O VID-19 Update PRESENTER: ITEM NUMBER: Jim Malloy, Town Manager L3 SUMMARY: SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 7:30pm ATTACHMENTS: Description Type p 25 Chart p Jp day c, Q bvea 1we;n-v COVID-19 UPDATE 1/22/21 Updated Public Health Information (as of 1/21/21): • 857 Confirmed (cumulative) Cases in Town of which 62 are new active cases. Town/School/Community: • We continue to be closed to the public and staff have reduced in-office hours to essential staff only and are working more remote hours to protect the public and our employees. I will reassess every other week and have postponed to 2/1 (will reassess on 1/27). • We continue to have a regular, COVID-19 conference call every Wednesday morning at 9 AM with the Senior Management Team and Health Officials. • Just as a reminder,we have a dashboard on the Town's website thanks to Alicia! The link is attached or can be viewed live on the Town's website here: i>tu�irili a��� 1 .:. a , , . , 928116e(J:8548t . _ ::. • The Working Group is again meeting and working on the EDS Plan and a COVID specific plan that can be presented to the Board of Health. The Working Group including Health, Public Safety(Police& Fire), Public Works, Public Facilities, Human Services and Management staff. We have been joined by Robin Chappelle to work on this plan to expedite its completion and Allan Perry, who will be working as the Interim Director of Public Health. We are working with Arlington and Belmont to regionalize some of the aspects of vaccination administration and are working toward a vaccination site in Lexington (the high school fieldhouse) and should have space management figured out within the next week,which in addition to how much vaccine the Town will obtain,will drive how many vaccination stations we can utilize and how many hours we'll need to be operating to meet a designated number of vaccinations. • Lexington has joined Arlington, Belmont and Watertown for getting first responders vaccinated. Our first responders were vaccinated last week and in the coming weeks seniors in public housing (the 3 villages in Lexington) and nursing homes will be vaccinated before heading into the next Phase in February. We are currently planning on these vaccination clinics to be held at each of the three villages. Additionally, Public Works staff will be vaccinated during this same time period. We're working on setting up vaccinations for the DPW staff at either the Public Services Building or Fire Station. 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N N N N N N N N N N N N N N M M M M M M M a a a a a � V1 V1 V1 V1 V1 l!1 l!1 I('1 l!1 l!1 V1 V1 V1 lA lD lD lD lD lD lD lD l0 l0 l0 l0 M Ol C M Ol W OO N N �Il �Il rl M I� n c-I M M M N N m N N M O N �Il O C w N ✓) M O N N �Il ✓1 M N M m N lD I Ol I 7 01 a N lD a M lD O rl O .ti l0 00 C I� N N M a "! lD M 01 00 N M c c N Ii c W ll lc r Ol N Ol N O l0 O lD M lD Lr M a N OO 111 l0 ci lD .-I Ol O Ol M Ol C M N N M N O O N O I� M h N C M 7 .--I 7 Q1 O O Ol Ol O GO lD l0 N 1p N OJ � M Q1 W .--I N O �Il M lD W l0 O Ol .-I N lD O M 7 lD QD O N V 1p 00 Ol O N M ill 1p N W Ol O N M n W O O N M M 7 7 ✓1 1p 1p O .--I .-I N N M M M M 7 7 lfl m a a a U1 N LD LD <D LD LD LD n n n n n n n n W W W W W W W W m m m m m m m m rn m m o 0 0 0 0 o O O o 0 0 0 ti ti ti ti ti ti ti ti ti ti ti ti o 0 0 0 0 0 0 0 0 0 0 0 0 o o o o o 0 0 0 0 0 0 0 0 0 o 0 o o o o o 0 0 0 0 0 0 0 0 o 0 o o o o o o 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N \ N N \ N \\N N \ N N N N N N N N N \ N \N N N \\ N N \ N N N \ N \\ N N \\\\ N N N N N N N \ N O c\-I N M In O r OJ Ol O c-I N M C V\1 l\p r W Ol O .-I N M - - - - - - O M c-I N I In O r W O1 O c-I ci N M C V\1 l\D r W Ol O .-I N N N N N N N N N N N M \\\ \\ .--I N N N N N N N N N N M M \\ \\\ 'm m V V1 to \\\\\\\\\\ \\\\\\\\\\ LD l\O l\O LD LD LD \\\ O O N O O N N M O O O ti 0 0 0 0 0 0 �'1 O O O O O O ti 0 0 0 0 0 0 0 N O 0 0 0 0 0 M 0 0 0 0 0 0 m 0 0 0 0 0 a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O l0 O O l0 l0 M O O O M O 0 0 0 0 0 l0 O O O O O O M O 0 0 0 0 0 0 tD O O O O O O Ol O O O O O O Ol O O O O O N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 .--I O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O ti M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 01 O1 a-I rl M Ln N N N N r-I rl LD LD LD LD l0 LO LO n n n n n n n n O1 N N N N N N N �f1 �f1 �f1 �f1 V1 VI Ol c-I c-I N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N . . . . . . N M M m M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M m M M M M M M M M M M M M M M M M M M M M M M M M M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N M 7 �f\1 l\O n W m O e\-I N M 7 �f\1 N n W m O\-I N M C N t\D n 0\0 m O c\-I N M 7 m N n W m rl N ci c-I c-I N N N N N N N N N N M - - N - c-I c-I c-I c-I c-I c-I N N N N N N N N N N m m \\\\\\\\\\\\\\\\\\ n n n n n n n n n m . m \\\\\\\\\\\\\\\\\\\\\\ - m O w � tD m w co co to to to to to to to to to to to to to to to to to to n n n n n n n n n n n n n n n n n n n n n n 00 n rl O] �f1 Ol Ol N 1p M M C c-I C c-I 0 0 t0 V1 O N n N n N C M N M lD n co a V1 N O C O M N 00 lD a n o m �Il CO CO m n N � m N N N N N N N N M N N N N e-I m N N N N N N N M M M N M a m M N .-I N M M N M rl N N N N N M N N N N N M N ti CO rl N N ri N N ti N rl ti N N N N N N M N N M N N M M C M M rl C M O O O O O O O O O O O O O O O O O O O O O O O C O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 lD lD tD 1p Ol Ol Ol Q1 Q1 Q1 Q1 rl �--I e-I rl c-I c-I rl Ol Ol Ol Q1 Q1 Ol Ol M M M M M M M N N N N N N N N N N N N N N N N N N N N N N m M M M m m m n n n n n n n to to to to to l0 to a a a a a v v M M M m M M M M M M M M M M M M M m m M oc oc W W W W tp tp tp tp lD lD iD i0 IO l0 iD iD iD iD N N N N N N N m M M M M M M W W W 0 W 0 W W O O O O O O O O O O O O O W W lD lD lD l� M m m m m m M N N N N N N N N N N N N N N N N N N N N N rl ti ti ti ti ti ti N N N N N N N N N N N N N N N O O O O O O O O O O O O O O N N N N N N N M M M M M M M N N N N N N N 7 7 7 7 7 7 7 7 7 C 7 V 7 .m-I .m-I cl. .ly . .C 01 a a a a 7 7 a a a a . . . . . .C C C C c 01 01 01 a1 01 T O O O O O O O N N N N N N N a a a a a a a C C C C C 7 01 01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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W W W . . . . . . . 0 0 0 0 0 0 0 . rl N N N N N N N N N N N N N �I1 �I1 to to to to to to to to to to to to to to to to to to to to to to to to to n n n n n n n n n n n n n n n n n n n n n n n n n n n n n m M O v N O t - 0 m ti n O m n w N M m m w T m m .-i wO n m m t W n -T I lD ti m m n n O N 0 tD O n n 0 vt M m O m w111 N I m tD rl M rl M n 7 lD lD W a M N m n V m l0 m m I N CO W N n OJ lD w V1 N W m O 00 l0 m O OJ n M m M n m lc lD 00 .ti 7 lfl al O N 7 iO O O 7 lc n O N M 1p 00 Ol lc n 41 -i N 7 lc n al e-i N C lD CO O N 7 l0 ll .-i m ut n O n O vt O m 0 0 0 o lD lD O O n n n n n 00 00 00 00 00 o o o o o 7 7 7 o a o o N N O o o o o n n n n n 00 00 00 00 o o o O O O ti O O O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 rl c-I c-I r-I e-I e-I e-I e-I rl '-I .--I .--I .--I r-I rl c-I c-I rl r-I e-I e-I e-I e-I rl ci rl '-I '-I .--I c-I c-I c-I e-I rl r-I r-I rl c-I i--I ci rl '-I •-I c-I c-I c-I c-I e-I rl r-I r-I rl ci rl 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N \\\\\ \\\\\\\\ \ \\\ \\\\ \\\\\\\\\\\\ \\\\ M C V1 �D n W m O rl N M I V� l0 n W G1 O .-I N M a 111 l0 n W m O .-I N M I V1 tD n W 01 O .-I N M a Vl iD n O0 � O rl ci N M I V1 O O O O O O O ti 0 0 0 0 0 N O 0 0 0 0 0 ti 0 0 0 0 0 0 0 N 0 0 0 0 0 0 0 0 0 0 0 0 I� O O O O O O ti 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O M O 0 0 0 0 l0 O O O O O O M O 0 0 0 0 0 0 l0 O O O O O O O O O O O O O O O O O O O m 0 0 0 0 0 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N O 0 0 0 0 0 0 0 0 0 0 0 M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 01 O1 Ol Ol Ol Ol Ol W M M M M 0o O O O O O O O M M M M M M M M M M M M M 0 0 0 0 0 0 0 O1 O1 Ol Ol Ol Ol M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N l\D n W O\) O--i N M C - - n W O\1 O .\-i N M 7 v\l t\O n W O\t O ti ti N M 7 u\t N n W O\) O -i N M 7 00 00 W W \\\\\\\\\\\\\\\\\\\\\\ Ot 01 01 01 01 Ot 01 01 Ot - - - - - - - - w \\\\\\\\\\\ W W N W O� O� 00 00 00 00 00 00 00 00 W W OO N W O� 00 00 Ol Ol Ol Ol Ol Ol Ol Ol 01 Ol Ol Ol Ol Ol Ol Ol Ol Ol Ol N O O l0 C l0 m m N t0 M M V1 N N 0 Ql w m N w M 01 lD O N W N M W h VI 1p V1 O O w lD N N CO .ti T N .ti ci lO O ci r i0 m O h a ci tD m N 7 M V1 W O� ci ci r N lD W tD I� t0 M 00 Ot W I� tD c-I m M N N N N M N m M N .--I N N C c-I ' ✓) M M M C C r-I m m N M N C m N c-I rl M ' O] N N N N N �Il �Il m N c-I �f1 C C ✓) ✓) M .-I M M M N M N M N M M N N N N C .-I O U1 M M M � C rl M M N M N M M N N N M O n N N N N N V1 N M N N a a a a ✓1 M O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N N N N N N M M M M M M M M M M M M M M Ol Ol Ol Q1 Q1 Q1 Q1 Q1 � � � � � � Ol Ol Ol Ol Q1 Q1 Q1 I� n n n n n n 7 7 7 7 7 7 0( DC On r- io io co m w w Cl ao ao OO OO c c Cl�N N N N n N N n n Oq.I OO OO OO OO c Cl�N N N N N N n n n V1 N N N N N m Cl Cl m - - - - - - - - - - I i N N I I N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N .-I .-I .-i .-i .-i rl ri rl ri rl ti N N ti N N N N N N . . . . . . o 0 0 0 0 0 o a a a a a a a o� o� o� o* o o o o m m m m m m o 0 0 0 0 0 o w w w m m m m o 0 0 0 0 0 m m m m m m � � � � � � � m m m m m m m m m m C C rn rn m Lr Lr Lr Lc Lc Lc m m m m m M N N N N N N � � 7 7 7 7 7 l0 lD lO l0 lD l0 l0 I� n n r r n n n Ol 01 01 01 01 01 ci N N N N N N N N C C a a a a I� n r r r r r r n n n n n r n n n n r r r r r n n n n n r n n n n n W W W W W of a0 a0 W W W OO OO OO OO OO W W W W m m m m m m m n n n n n � n m m m rn rn rn rn m n n n n n n o 0 0 0 0 0 o a a a a a a c c c c c c c c Ol c c O O O O O O O N N N N N N 0 0 0 0 0 0 0 0 0 0 0 �o (o 'o io lo lo �o 0 0 0 0 0 0 m m M m M m W m vl w ti w w o o o .--i O vl O OJ m m 7 w w m w 7 C N C l0 m m N 7 Ql vl O o O m m m w m m N tp M m V1 I� m r tD O1 N m m ti 00 a N 7 N m N h W u'1 W O m 00 m N ti m N N a O1 I u m O M N N O N m N N w O \O m N m ut oc .ti 7 tp Ol .ti N n O m i0 n O m n oc oc 7 h 0 7 OJ O� c 7 OO O N r» r1 n t0 Ol ti 7 Il O Lr ti 7 I� GO C OO M OJ 7 1� rl N ti N ti ti ti ti � 7 7 V 7 ti ti N N N � � ti ti ti QD QD W Ql Ql Ql O O O c-I rl e-I e-I e-I N N M M M 7 7 �Il �fl �Il �Il lD lD I� n W W N N N N N N N N N N N N N N N N N N N N N N N N N rl c-I . e-I e-I e-I e-I e-I rl . .--I .--I .--I e-I rl c-I c-I rl e-I e-I e-I e-I e-I rl .--I .--I .--I .--I . c-I rl c-I c-I rl e-I e-I e-I e-I rl .--I .--I .--I . c-I c-I rl c-I c-I rl c-I e-I e-I rl '-I O O O O O O O O O O O O O O O O O O O O O O O O O O O o 0 o o o o o 0 0 0 0 0 0 0 0 o 0 o o o o o o 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N \ N N \ N \ N N N \\ N N N N N N \ N \\ N N \\ N \ N N N N N N N \ N \ N N N \\ N N N N N N \ N \\ iD r W O\i O .-I N M V1 i0 I� 40 O\i O N N M tD I� W O� O rl ci N M C V\1 iD r W O� O .-I N M - -� - r W - O m \\ N N N m m \\\ m \ N N N N N N N N� � � \\\\\\\\\\\ NN N N N N N\\\\\\\\\Ol Ol Ol 01 01 01 O1 O1 Ol \\\\\\\\\\\N \\\\\\\\ W W W W W W W W W W OO OO OO OO W W OO W W OJ of OJ Ql Qi Qi Ol Qi Ql Ql Ql Ol pi Ol Ol Ol Oi Oi Qi Qi Ql dl 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a o 0 0 0 0 o m o 0 0 0 0 0 o m o 0 0 0 0 0 �n o 0 0 0 o a o 0 0 0 0 o w o 0 0 0 0 o rn o 0 0 0 0 o w o 0 0 . . O .--I O O O O O O N O 0 0 0 0 0 0 .--I O O O O O O O O O O O O N O O O O O O O O O O O O O M O O O O O O N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 M M M M M M M M M M M M M M M M M M M M M M M M M M M M N M M N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 01 C C C 7 7 7 7 N N N N N N N N O1 O1 m m m m al O O O O O O O M M M M M M M w w w w w w w m m al m M M M M M M M M M M M M M m M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M M 7 7 7 7 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N O\1 O c\-I N M 7 ✓\) t\p n 0\0 Q\1 O '\-I N M 7 �f\1 N n W O\) O '\-I N M 7 �f\1 l\O n W T O c\-I c\-I N M 7 ✓\1 t\p n W Q\1 O c\-I N M 7 �f\1 N n W O\) O '\-I N M N N ci rl N N N ci c-I N N N N N N N N N N M M N ci rl N ci c-I c-I c-I c-I N N \\ O O O O O O O O O \\\\\\\\\\\\\\\\\\\\\\ - - - - - - - - - \\\\\\\\\\\\ 01 0l .ti N ti ti ti ti ti ti ti 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ti ti ti ti ti .�-i ti ti ti ti ti N N N ti ti ti ti .�-i .�-i ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti ti � ti N N ti ti ti ti ti ti ti ti ti O O w M 0 l0 V1 Ol Ol 7 n 0 V1 N 00 w N 0 7 n r-I LD w w w n 1p V1 n m w N m m l0 rl m O Ol 7 n �f1 N C lD n m 7 N w Vt ti 0 V1 O N tD V1 O O M w n l0 7 0 lD O V1 7 N N 7 w M N C ll N M 7 w ll M N M Lr O M O O w 7 T w n 7 n ll ll 7 M w T 7 vt n n l0 l0 7 7 vt 7 n vt vt n lD ut vt n vl n w w t0 Ol Ol N O N O .--i N 7 N .--i n O vl n O N w ti 0 7 7 lD w O Ol N n vl N Ol . . . . . . . . . . . . . . . . . . . . . . . . . . . . c-I c-I rl N ci c-I c-I c-I c-I c-I c-I c-I N N c-I rl N N N N N N c-I N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 M C U1 lD �n �n 7 M 7 M V1 7 7 lD V1 C 7 V1 7 �n lD lD �n n n w w w n w w O w n � n O ti M 7 rl n N V1 C V1 lD N .-I N V1 M N V1 . . 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O l0 l0 l0 l0 l0 l0 l0 n n n n n n N N N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 w w w w w w w w w w w w w w m m m m m m m m m 7 7 7 7 7 7 7 n n n n n n n o o o o o o n N N N w w w w w w w w w w w w w w w O1 O1 O1 Ql Ql Ql Ql Ol 41 Q1 Q1 Q1 Ql Ql O1 al O1 O1 al Ql Ql Ql Ol 0 0 0 0 0 0 0 0 0 0 0 0 ti N N ti ti ti ti N N N ti ti ti ti ti ti C w w w w w w w N N N N N N N M M M M M M M M M lD lD lD lD lD o o rl ci ii N N N N N . 0 0 0 0 0 0 0 ✓1 ✓1 . N l7 7 7 7 7 7 7 tp tp lO lO l0 l0 lD m m m m m M M M m 0 0 0 0 0 0 0 ' ei 'j rl '-I '-I '-I N N N N N N r-I ei ei ei ei ei rl '-I '-I •-I O 01 01 01 Q7 Q7 Q7 Q7 1p 1p LD 1p LD LO LD n n n n n n n n n w w w w w w w 7 7 7 7 7 7 7 ti ti 7 7 7 w w w w w w w w O1 O1 O1 Ot Ot O1 O1 Oi Oi 01 O� O� O� O� O� O1 O1 O1 Ot Ot 01 Oi 01 O O O O O O O O O O O O O . . . . . . . N N N e-I e-I e-I e-I rl '-I '-I '-I .--I '-I c-I rl c-I e-I e-I e-I e-I rl '-I '-I '-I m m .ti O m w n ti w w m m m V1 m M n 7 u) n m m o w ti w m .ti o Ln N n w w w m m wm n w 7 .--i 7 w O w m 7 V1 lD 7 0 111 tD n ti 01 l0 M n w V1 0 7 n 01 7 N 01 N N M lD 01 7 N N l0 w N M 01 M M 7 N n n V1 N lD 7 c-I n 111 M N N n 7 N w 7 Ol m w N 0 Lll rl Ol Ln O l0 m Ol 10 7 N Ql Ol w O '-I m M 7 n ll M 7 Ol l0 n al n Ql cl 7 m LO 7 li n N O m m Ol Ol w w Ol Ol O r-I N N M 7 lO n w Ql O n w O N 7 lO n Ql N 7 n O N 7 lD Ol N 7 n N N M M M M M M m m M m m M m m m m M 7 7 7 7 7 7 7 7 7 7 . . . . . . . . . . . . to . w . . . rl c-I �--I �--I e-I e-I e-I e-I rl �--I �--I .--I .--I e-I rl c-I c-I rl �--I e-I e-I e-I e-I rl �--I .--I .--I .--I .--I c-I rl c-I c-I rl e-I e-I e-I e-I rl �--I .--I .--I .--I c-I c-I rl c-I c-I rl c-I e-I e-I rl '-I O O O O O O O O O O O O O o o o o o 0 0 0 0 0 0 0 0 0 o 0 o o o o o 0 0 0 0 0 0 0 0 o 0 o o o o o o 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N \ N \ N \ N \\N N \ N \ N N N N \ N N \\\ N N N O\\ N O� N N N N \ N \ N \\ N N \\\M N C N N N \ N N \ � —o .-I N M 7 V1 tD n w O1 O rl N M C V1 lD r w � O .-I N M 7 V� lD n w O .-1 c\-I N M 7 � tp n w O1 rl N V\1 l\D N M O O O O O O O O O \\\\ \\\\\\\\\\\\ N N M M \ti ti ti ti ti ti ti ti\\\\ \\\\\ Ol m .-I .-I .-I .-I .-I .-I c-I c-I c-I O O O O O O O O O O O O O O O O O O O O O O c-I c-I c-I c-I c-I c-I c-I c-I c-I rl ci c-I c-I c-1 c-1 c-1 N N ti N N N N N N ti ti N N N N N ti ti N N N N ti ti ti N N N N ti ti N ti ti 0 0 o co 0 0 0 0 0 o w o 0 0 0 0 o co 0 0 0 0 0 o m o 0 0 0 0 0 0 0 0 0 0 0 o w o 0 0 0 0 o co 0 0 0 0 0 0 .� o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o a o 0 0 0 0 o N o 0 0 0 0 o In o 0 0 0 0 0 .� o 0 0 0 0 o a o 0 0 0 0 0 0 0 0 0 0 0 o rI o 0 0 0 0 o m o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 o a o 0 0 0 0 o v o 0 0 0 0 0 00 0 0 0 0 0 0 � o 0 0 0 0 o a o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 01 O1 m n n n n n r r to to to to N M M M M M M M l0 l0 l0 l0 1p l0 l0 a a a a a a C N N N N N N N M M O O W 00 00 W W W W m m m m m m m VI VI vt vt Vt Vt Vt I C C C C C C C C C C C C C 7 C C C C C C C C C C I+t vt vt vt vt ut ut l0 l0 l0 t0 t0 t0 t0 tD l0 t0 t0 l0 tD tD I� n n n n n n n n 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N M C Il\) t\p n W m O .\-I N M 7 ✓\1 l\D n W m O .-1 N M C If\1 l\D n W m O .-1 N M C m t\0 n W m O .\-I .\-I N M C N N n W m O N N N N N N N N m c-I c-I c-I c-I c-I .-I .-i .-i .-i N N N N N N N N N N M M c-I c-I c-I c-I c-I \\\\\\\ N \N N N N N N N N N \\\\\\\\\\\\ .--I - .-Y �--I .-I .-I c-I c-I c-I c-I c-I c-I c-I .-I w C C 7 tD to M h N l0 I� m I� O I w h N O O VI N V1 N O m Ol If1 C M O 41 n N m If1 DJ Ol m m O m m l0 W �f1 N 00 N N 11 ci O lO 7 c-I h N N C l0 N Ih M h l0 h Lr N to 00 M cl lD l0 01 O Vc N Ii M to M to � cl Lr I� ci M M c-I T M O h a N ' C Ol 2 r-I 00 l0 m I� C lD lD C Ol l0 ✓) r 7 Ol U1 Ol I� N If1 lD ' C Ol O l0 eY W ' ✓1 Ol Ifl N Ql 'Ni I(1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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CJ"v 00 I'^. r,C;Y I..P7 eT1 ewl 2 °'j5 75 Town of Lexington > Land Use, Health and Development Department Office of Public Health 3 a'' 1625 Massachusetts Avenue <F aI g xI N Lexington,MA 02420 ot (781)-698-4533 Fax(781)-861-2780 David Neylon,RN,MPH,REHS/RS Board of Health Public Health Nurse x 84509 Wendy Heiger-Bernays,PhD,Chair Burt M.Perlmutter,M.D. Casey Mellin,REHS/RS,CHO David S. Geller,M.D. Health Agent x 84507 John J.Flynn,J.D. Susan Wolf-Fordham,J.D.,M.P.A. Alicia McCartin Health Agent 84519 COVID-19 Lexington Office of Public Health Situation Report Week of 1/18/2021 To: Jim Malloy, Town Manager From: Alicia McCartm, Health Agent Date: 1/22/2021 Current Snapshot(Data range from 3/7/20 to 1/20/2021 unless otherwise noted) • 857 total confirmed Lexington cases as of 1/20/2021 (62 new confirmed cases this week; 14 day case count 101) • 116 total probable Lexington cases as of 1/20/2021 (1 new probable cases this week) • 48 confirmed cases have not cleared isolation (recovered) at this time • 1 fatality this week. • Total fatalities since 3/7/20 = 54 (90%* associated with Long-term Care Facilities) *Self- report by LTCF;not checked against official death certificates • Total number of Lexington residents tested in previous 14 days=4935 individuals as of 1/20/2021. • Percent of individuals tested last 14 days that were positive as of 1/20/2021 =2.37% • Average daily incidence rate per 100,000 = 21.2 1 New Lexington COVID-19 Dashboard Lexington's COVID data will be presented in a new dashboard format. This dashboard can be found by going to the Town of Lexington homepage, click on the COVID-19 News &Resources link then by clicking on the NEW: Latest Lexington Public Health COVID-19 Data. The dashboard will be updated weekly on Fridays. This dashboard has the same data that has been in the weekly reports,just in an easier to read format. The dashboard is 2 pages and at the bottom of the first page, you can click on the button at the bottom left to go to the second page of the dashboard. The dashboard is interactive and for example, if you click on a dot in the New Weekly Cases and Weekly Cumulative Confirmed Case Count graph you can see what the numbers were for that week. htt sry//datastadiom oo Q�: co�nlennbed/rc ortin leiDe4;b9b 92a 4f�ed 84 ..4.41............ ...........,1..........p . 2 Lexington Confirmed Cases by Week(3/7/20* to 1/20/2021) *First case reported 3/7/20; **Peak surge week of 4/13/20; ***Confirmed case reclassified as negative per updated state case surveillance definition **** Confirmed case reclassified to different'urisdiction as the positive case was not a Lexin ton resident .. *3/4/2020 0 0 3/11/2020 3 3 3/18/2020 6 3 3/25/2020 14 8 4/1/2020 28 14 4/8/2020 62 34 **4/15/2020 151 89 4/22/2020 206 55 4/29/2020 254 48 5/6/2020 275 21 5/13/2020 289 14 5/20/2020 302 13 5/27/2020 309 7 6/3/2020 315 6 6/10/2020 318 3 6/17/2020 321 3 6/24/2020 321 0 7/1/2020 326 5 7/8/2020 327 1 7/15/2020 329 2 7/22/2020 332 3 7/29/2020 335 3 8/5/2020 339 4 ***8/12/2020 338 0 8/19/2020 340 2 8/26/2020 341 1 9/2/2020 343 2 9/9/2020 343 0 9/16/2020 350 7 ****9/23/2020 351 1 9/30/2020 358 7 10/7/2020 362 4 10/14/2020 369 7 10/21/2020 371 2 10/28/2020 380 9 11/4/2020__ 383 3 11/11/2020 398 15 11/18/2020 409 11 11/25/2020 428 19 12/2/2020 445 17 _ 3 12/9/2020 487 42 12/16/2020 571 84 12/23/2020 636 65 12/30/2020 673 37 1/6/2021 737 64 1/13/2021 795 58 1/20/2021 857 62 4 Lexington Confirmed Cases by Gender(3/7/20* to 1/20/2021) *note—date of Lexington's first confirmed case; cumulative case count Gender #Cases Percent Unknown 16 2% Female 465 56% Male 376 42% Total 857 100% Lexington Confirmed Case Distribution by Age in 10-Year Increments (3/7/20 to 1/20/2021) Age Range #Cases (cumulative count) 0-10 31 10-20 95 20-30 95 30-40 54 40-50 107 50-60 134 60-70 108 70-80 92 80-90 102 90-100 36 100-110 3 Total 857 Lexington Confirmed Cases by Reported Race/Ethnicity(3/7/20 to 1/20/2021) Race/Ethnicity #Cases (cumulative count) American Indian Alaskan Native 1 Asian 90 Black/African American 32 Other 146 Unknown 127 White 461 Total 857 5 Changes over last 14 days (1/6/2021- 1/20/2021) On 7/15/20, the Massachusetts Department of Public Health (MDPH)has updated their City/Town reports to reflect percent changes over the past 14 days only,rather than total cumulative standardized rates. Data reported below compare Lexington confirmed cases (PCR results) to 8 geographically adjacent communities. Starting 10/22/2020 the state has changed its weekly COVID report from Wednesdays to Thursdays. On the weekly report issued by the state on November 5, 2020, the state is changing the way they group a town either grey, green,yellow, red. Below is the chart that came from pg. 27 of the weekly report from the state. As of 1115, DPH is using 2019 population estimates derived from a method developed by the University of Massachusetts Donahue Institute. The 2019 estimates are the most currently available data. As of July 1, 2019 the University of Massachusetts Donahue Institute estimates Lexington's Population to be 34,080. Population Less than or equal Loss thain or equal Less than or equal to 10 total cases to, 10,total cases to 15 total case Loss than or oqu6ll 10, aivg c es/1.O0k 10, aivg c es 1OOk to, 15 total cases AND, 10 total cases AND >15 total cases YeRow Less than or equal 10, avg cases 100k -10 aivg c s s, 1OOl to 25 total cases, Ol % os irate CAR 4 pos rate More than told 10 aivg c s s '1001 lO avg cases/10,Olc cases AND % pos rate AND, �!4% pos rate 6 Average daily incidence rate per 100,000 over the last 14 days (1/6/2021- 1/20/2021) III II � IIIIIVu � s �m III IIII�I I Illuu�� III III Ip Waltham 6.28% 642 11516 723 Bedford 4.23% 126 60.0 3190 135 Woburn 7.29% 496 7781 567 Lexington 2.37% 101 21.2 4935 117 Burlington 6.53% 228 3811 249 Belmont 3.01% 143 37.3 5577 168 Arlington 2.87% 202 31.5 7941 228 Winchester 3.35% 172 55.1 5708 191 Lincoln 2.43% 18 14.8 907 22 7 Discussion of Data and Lexington Office of Public Health COVID-19 Activities: There was 62 new confirmed COVID-19 cases in Lexington this past week. In addition, there were 1 new probable cases this week. At this time there are a total of 48 active cases in Lexington that are in isolation until recovery. There have been 1 fatalities this week. Over the past 14 days, MDPH reported 4099 Lexington residents have been tested for COVID- 19 with analysis by PCR. Of those residents tested, the state reported less than 101 individuals (2.37%)were confirmed positive. To better inform local decision making,the state has released an interactive color coded map with standardized daily incidence rates averaged over the previous 14 days. The map can be found at the following link: t,a. . Standardized rates (per 100,000) for Lexington and the 8 communities geographically adjacent to Lexington have been added to the table on page 7 of this report. Long Term Care Facilities and Assisted Living Facilities New guidance was announced on 9/14/20 that allows safe indoor visitation to resume in nursing homes and rest homes, and further expands indoor visitation options in assisted living residences (ALRs) starting Friday, September 25. The guidance from the Department of Public Health (DPH) and the Executive Office of Elder Affairs (EOEA)balances the important role visitation plays in supporting resident emotional health and quality of life, while ensuring necessary infection control measures are in place. September 14's announcement builds on previous guidance to further support residents and their loved ones who have been disproportionately impacted by COVID-19. In March, the Commonwealth acted quickly to take precautions in restricting visitation at nursing homes,rest homes, and ALRs to protect resident safety and mitigate the spread of COVID-19. As the Commonwealth proceeded with a phased reopening, visitation restrictions were updated in June to allow for outdoor visitation with guidance on how these visits could safely occur. Nursing homes and rest homes may resume in-person visits so long as appropriate infection control and safety measures are in place, including: • Indoor visits should occur within a designated visitation space that is close to the entrance of the facility and allows for social distancing • The visitor must be screened for COVID-19 symptoms and have their temperature checked • Residents, staff, and visitors must wear a mask or face covering for the duration of the visit • The visitor must remain at least 6 feet away from the resident for the majority of the visit • If desired by both parties, there may be physical contact between the resident and visitor so long as precautionary measures are followed such as hand sanitation before and after contact • A schedule is implemented for frequent disinfection of the designated visitation space • The unit, floor, or care area where the resident lives must not have any COVID-19 cases in residents or staff in the past 14 days and the facility is not experiencing a staffing shortage that requires a contingency staffing plan 8 ALRs were previously able to resume indoor, in-unit visitation, and may now also resume indoor visitation in a designated shared space such as a waiting room near the entrance of the residence. ALRs are subject to the same appropriate infection control and safety measures described above, except for the requirement that there are no COVID-19 cases in the past 14 days. CareOne Lexington: • Total#of positive resident cases (cumulative, including fatalities): 94 • Total#of suspect or confirmed fatalities (included in the number above): 24 • Current resident census (as of 1/19/21): 134—1 of 4 units has been designated as a quarantine unit • Staff-41 staff have tested (+) and have completed their isolation periods at home • CareOne has begun vaccinating their residents and staff with COVID vaccine • CareOne is quarantining all new admissions and testing these residents on days 1-2, 5-7, 10-12 and day 14 post-admission • CareOne is currently set up for indoor visitation with the appropriate infection control measures in place. Pine Knoll: • Total#of positive resident cases (cumulative, including fatalities): 73 • Total#of fatalities(included in the number above): 19 • Current resident census (as of 1/19/21): 67—there are 5 residents currently isolating • Staff-At this time there have been 25 staff test(+), one staff member is completing their isolation period at home at this time • Pine Knoll has begun vaccinating their residents and staff with COVID vaccine • Pine Knoll is testing their staff weekly. • Pine Knoll has 3 months' supply of PPE on hand and recently created a new PPE storage area in their facility Brookhaven: • Total#of positive resident cases (cumulative, including fatalities): 13 • Total#of fatalities(included in the number above): 3 9 • Current resident census (as of 1/13/21): 403 -across Skilled Nursing(9),Assisted Care (32)and Independent Living(362) • Staff-43 staff have tested (+) and have completed their isolations periods at home at this time • Brookhaven has begun vaccinating their Long Term Care residents and healthcare staff with COVID vaccine • In August 2020, Brookhaven removed 37 Skilled Nursing beds permanently, (previously 49 total beds, now 12 total SNF beds) and increased total Assisted Care units from 19 units to 49 units Youville Place • Total#of positive resident cases (cumulative, including fatalities): 22 • Total#of fatalities(included in the number above): 1 • Current resident census (as of 1/21/20): 79-across traditional assisted living(56) and a memory care unit(23) • Staff- 15 staff have tested (+), with 1 staff completing their isolation period at home • Youville has begun vaccinating their residents and staff with COVID vaccine • Youville continues to test their staff on weekly basis Artis Senior Living • Total#of positive resident cases (cumulative, including fatalities): 19 • Total#of fatalities(included in the number above): 4 • Current resident census (as of 1/20/21): 27(utilizing 2 of 4 units—Artis is exclusively'memory care') • Staff- 13 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U7 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ��������� Ln � IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ..g.�.a � V1VlUlUIUIDJ � ., N N III�I�lUl11JlUJ�J�JJ N IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII '" > n AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on Next Steps for Social and Racial Equity Initiatives PRESENTER: ITEM NUMBER: Kelly Axtell, Deputy Town Manager I.4 SUMMARY: Kelly Axtell will provide the Select Board with an update on the Social Racial Equity Initiatives. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 7:40pm AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on Waste Reduction Working Group PRESENTER: ITEM NUMBER: Dave Pinsonneault, Director of Public Works I.5 SUMMARY: Dave Pinsonneault and Robert Beaudoin and the Waste Reduction Working Group will provide a verbal report to the Board to update the Board on the activities of the Waste Reduction Working Group. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 7:45pm ATTACHMENTS: Description Type CL 111/Nl .5 ro ro 0 twi w Ln c Ln c: 4-J 6: V�l cu !!III............... 4-J (D Q) 0 M = 0 0 .............. .1 Ln 0 .............. X LO (j) ro Q) &- LL ( ) < (1) < u Q) o ............. j Q) 0 CJ U. CU .......... W U L LL U) nn 11 W L W Ul (D W uuu uoi W TIM 0 W V L l rr L O O = U > co E awm, co Co �--' �'. o (a U U � ca c O _0 cc _0 +,, _0 ca N N Q N ca CL +r "' y'rgfiQ CIO (o (n L �� UCO ca O 0O +-p " ) "�� O N 06� O +� — , f '�, •N t (n o (l) U L LZo i V O L- a� 0 0O ,gmuuuuuu — CL S O •� w U O `er N O O - s . . N •� *V Co O 0) Q N O � 1 N Q N � ._ ._ coa cow +� Q L +r .— C - 0 c L — a o r Co O 0 -0 L cn a-+ c6 .O � j coca O — •— ! 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E i O � U 4— V +- i O •X i •cn V �. cn O 4 N � C X co U) LU4— V w O H O O O O AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on Parking Meters PRESENTER: ITEM NUMBER: Jim Malloy, Town Manager 1.6 SUMMARY: Attached are discussion points on the replacement of parking meters with parking kiosks on both Massachusetts Avenue and in the parking lots with an analysis on the return on investment, which is just under 4 years. Additionally, attached is a data sheet on the Luke II Parking Kiosks that is under consideration(on the state bid)and a photo of Luke II installed in Dedham, MA. SUGGESTED MOTION: No motion required at this time, a general consensus on moving forward as recommended and the Town Meeting warrant article/motion will be amended accordingly. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 8:OOpm ATTACHMENTS: Description Type D Parking 1MeLc•r tar Kiosk[Nscuss„ on Poink Gwer me'rnu D g'aukPrrn,g Kiosk V,g<u:Qa Sheet Cbveu•Manx) D LutkG I[]hstalled in Daflnaarrn Cover iMeaa Parking Meter Conversion to Parking Kiosks& Parking Permits The issue with the current parking meters is that they utilize 3G service for communications for the use of credit cards which is being phased out in 2021 and 2022 and replaced with 4G service which requires a meter upgrade. The Town is seeking to replace the parking meters with parking kiosks that will accept coins, bills, credit cards(using license plate) and by the Pay by Phone Application (using license plates). There are approximately 500 parking meters and the cost to upgrade to 4G service is $205 per meter or approximately$103,000. We are also recommending that the parking lot attendant positions be eliminated and that parking kiosks be placed in all of the parking lots. The Town budgeted in FY21$89,127 for parking lot attendants. It is estimated that it would require 14 parking kiosks on Mass.Ave. and approximately 10 in the parking lots. Depot Lot=3 kiosks NStar Lot= 1 kiosk Michelson Lot=3 kiosks Edison Way Lot=3 kiosks Total#of kiosks=approximately 25 (budget for one extra in case it is needed) @ $18,000 each or approximately$450,000 in total. There is approximately$105,000 remaining in the appropriation from several years ago for the meters that currently exist and there would be a minor deduct in the Center Streetscape Project from not replacing the current meter posts (assumed at$9,000) and a savings of $89,000 from not having parking lot attendants (these funds could be eliminated from the Police Department budget in FY22. The difference between the estimated cost, remaining balance and eliminating the parking lot attendants in FY22 would be$245,000 to replace all of the current meters on Mass.Ave. and the parking lots. The return on investment is just under 4 years as follows: Total Capital Cost $ 450,000 Less 3G to 4G Upgrade $ 103,000 Net Additional Cost $ 347,000 Eliminate Parking Lot Attendants $ 89,000 Annual Return on Investment $ 3.9 Years Recommendation—Add $450,000 for the parking meter article (with $106,000 coming from the previous parking meter article for the Annual Town Meeting Article and reduce the Police Budget by $89,000 to account for no parking lot attendants. I am recommending the use of free cash for this appropriation as the funds that will make up the ROI will be from the reduction of a General Fund appropriation (Parking Lot Attendants). For parking lot permits from 2020/21—For those that purchased parking lot permits in 2020 these should be extended through 2021 at no additional cost. For those that did not purchase permits in 2020 but need them in 2021,the recommendation is to charge 50% (for the July-Dec timeframe). 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Employees seeking to work on a remote basis will be determined on a case-by-case basis with a work plan established and monitored by the Department Director. We believe this will provide greater productivity, flexibility and will result in environmental benefits from reducing the number of employees on the road every day. Additionally, as we have added staff to an already overcrowded Town Office Building, this would provide the opportunity to create shared "co-working" spaces. The attached plan was developed in conjunction with the Senior Management Team and has been reviewed by the Town's Labor Counsel and provides for both occasional remote and routine remote work opportunities. The policy establishes a process, expectations and monitoring and addresses remote equipment issues. The policy also reserves the right of the Town to cancel or terminate remote work assignments at any time. At this point, as stated above, this policy has been developed with the Senior Management Team and reviewed by Labor Counsel before being presented to the Select Board for discussion. Once the Board has commented and the policy is edited to account for any comments or concerns of the Board and the Board approves, then it will require meeting with all of the affected Unions to sign off. SUGGESTED MOTION: This is for discussion purposes at this meeting and if there is support and any changes requested by the Select Board, we will work with Labor Counsel on any requested edits and will present back to the Board at a future meeting for consideration of adopting this as a policy. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 8:20pm ATTACHMENTS: Description Type D DnAl Rmv work.policy Dickup Malcna� D Lka of'Potential Positions Cbver me,111.) TOWN OF LEXINGTON REMOTE WORK POLICY Zo , ..�,� APBtLlyr, AN B"r�0 Background: This Remote Work policy was developed as the result of the COVID-19 pandemic which has had a significant impact on how the Town conducts business and serves the public.The Town,similar to many private businesses and entities has had to rethink how it operates following the sudden shift of entire departments to remote work as a result of the COVID-19 pandemic and Governor Baker's public emergency declaration. That coupled with the factthat many Town employees continue to grapple with the effects of the pandemic, including limited access to childcare,the coordination of homeschooling, and the need to care for sick/homebound loved ones, has led to the development of a Remote Work Policy. Work-from-home or remote work policies are traditionally viewed as a strategy to provide more flexibility or a work-life balance options for employees. However,the Town believes that moving forward and post- COVID-19, providing a remote work option,when possible, can increase employee productivity and satisfaction, help recruit and retain talent,save employees hours spent commuting, address office space needs and significantly reduce the Town's workforce carbon footprint. Policy: This policy establishes guidelines for administering and evaluating remote work requests or assignments.The option to work remotely allows employees to work from home or another location on a full, part-time,or intermittent basis. It is expected that most remote work arrangements will permit one or two days of remote work on a weekly basis and not every employee will have the ability to work remotely due to their specific job responsibilities or work habits.The ability to work remotely is not an entitlement or benefit of employment. It is an alternative means of meeting the needs of the Town outside of the office. In some cases, employees may be mandated to work remotely to ensure continuity of operations in the event of an emergency such as inclement weather,a pandemic,a lack of available space,or under other extenuating Remote Work Policy 10/2020 1 circumstances.The option to work remotely requires the approval of the employee's Department Head,the Human Resources Director,and the Town Manager or his/her designee. All employees who are eligible to work remotely must read this Remote Work policy and complete the application and agreement forms in advance. Participation in the remote work arrangement will not alter the employee's terms or conditions of employment with the Town,except for those specifically addressed as part of a Remote Work Agreement. Any decision regarding the eligibility to work remotely shall be at the sole discretion of the Town and shall not be grievable. it II bi l II' ® An employee may request,or a Department Head may initiate a discussion about a remote work arrangement. Eligibility to work remotely on a consistent or routine basis is contingent on job responsibilities (rather than job title),type of position (supervisory or public facing),work habits, and work schedule.There are some positions eligible for remote working that have been formerly identified in advance by the Senior Management Team. (See attachment A). Employees may also request a short-term remote working arrangement for circumstances such as family or medical leave with the consent of the employee's health care provider, if appropriate. Moreover,jobs acceptable for remote work are those that can be performed without diminishing the quality of work, level of services provided,and without disrupting productivity.This policy does not apply to introductory/probationary,seasonal,or temporary employees. • Occasional remote work requests are approved on a case-by-case basis, are intermittent, and are not regularly scheduled.Approval by a Department Head must be documented. For example,this type of remote work arrangement may be appropriate when a supervisor or Department head assigns a specific task or project to an employee who is likely to be more productive and efficient at home without workplace distractions. Floutii ne Rern°not(,: or llc ............................................................................................................................................................. • Routine remote work arrangements are for ongoing purposes, include both full and part- time requests,and must be supported by a written agreement that specifies the requirements and details of the arrangement. Routine part-time remote working arrangements must be approved by a Department Head, Human Resources Director,and the Town Manager or his/her designee.The arrangement can last for a defined period or can continue indefinitely with regular review. Remote Work Policy 10/2020 2 Procedures 1. An employee interested in working remotely must first initiate a discussion with their Department Head to determine eligibility. 2. |f the Department Head is supportive of the request to work remotely,the employee must submit the Remote Work application to the Human Resources Department. 3. The request will be elevated by HR staff,the Department Head,and Town Manager(or his/her designee)for approval. 4. If approved,the employee will be required to read and agree to this Remote Work Policy and the Technical Guidelines and submit confirmation of this tu Human Resources 5. Prior to starting their remote work assignment,the employee will be required to complete the Remote Work Survey to help the Town gather data and evaluate the program. 6. After all paperwork is complete and the survey has been submitted,the employee can begin their remote work assignment. Each Department Head is responsible for evaluating and'approving remote work requests.The arrangement is intended to benefit the Town and,its emp,lpy6es'without putting an undue burden or added expense on other emplpyees,individual departments,or the services provided by the Town. Department Heads should contact the Human Resources Director or the Deputy Town Manager with any questions. 1. When evaluating a remote work request,the Department Head should consider whether the employee has a record of satisfactory performance(evaluation) in the workplace,and has demonstrated the ability to: * Prioritize work to meet deadlines * Accomplish job duties with minimal supervision * Communicate effectively with clients, stakeholders,supervisors, and team members * Manage time effectively;and that ° Operational demands are unaffected and met without an impact to overtime or to other employees. 2. After evaluating the employee's request to work remotely, if you support the request, please ensure your employee making the request reads the policy and completes the appropriate paperwork and survey. 3. Set clear expectations with your staff by creating a communication plan and regularly checking in.Audit non-exempt employee time records regularly to confirm compliance and accuracy. 4. Review the remote work plan with the employee at least quarterly to discuss the success/shortcomings of the arrangement and to make any necessary adjustments based on those reviews. Remote Work Policy 10/20ZO 3 Contingency Each department head reserves the right to cancel, modify,or suspend a work-from-home assignment as necessary,to address planned or unplanned short-term and long-term employee absences,emergencies,and vacations.This also includes mandatory meetings,trainings,or other work assignments. Expectations Employees working remotely are required to comply with all Town policies and regulations that would apply if the employee were at their normal worksite. Employees working remotely are expected to be actively working during the agreed upon hours of work and must be available to communicate in a timely fashion via email,telephone or any other means of virtual communication. Daily contact between the employee and Department Head may be necessary to verify that the employee is actively working as well as to resolve any problems that may arise. Employees working remotely may require more frequent interaction and communication between the employee and their Department Head and other employees.Communication must be at a level consistent with employees working at the office or in a manner and frequency appropriate for the job and the individuals involved. Supervisors and/or Department Heads may require employees to provide reports or updates of work performed or accomplished while working remotely. WorkSchedulle, invi r in it rn t& E u u t c)irlk Sr;IhedLfle It is the responsibility of employee working remotely to track and record their time correctly. An employee may be asked to provide evidence or regular updates to their supervisor or Department Head. Employees who are classified as non-exempt under the Fair Labor Standards Act must obtain advance approval from their Department Head prior to working in excess of their scheduled hours per day or per workweek, including overtime hours. Non-exempt employees should be able to access time- tracking systems remotely. If not, it is incumbent upon the Department Head and employee to consider and agree on how time will be tracked remotely. Employees who are classified as non-exempt continue to be required to work the number of hours needed to accomplish their assigned duties. Participation in a remote work plan does not limit the number of hours that an exempt employee must work to accomplish those responsibilities. All employees on a remote work plan will be required to take leave to accommodate personal business at their home or sick leave if the employee is unable to work remotely due to illness. While remote work provides some flexibility in an employee's schedule,the remote work arrangement is not designed to be a substitute or replacement for childcare. Remote Work Policy 10/2020 4 c)roc E iinvr i iro irn ii ��ire� ...................................................................................................................................... The employee is responsible for setting up or establishing a suitable work environment for purposes of working remotely.The area should be free from obvious safety hazards and suitable for the type of work being performed by the employee. The Town will not be responsible for costs associated with the setup of the employee's home office,such as remodeling,furniture or lighting, nor for repairs or modifications to the home office space. The Department Head, in coordination with the IT department staff,will determine the equipment needs for each employee on a case-by-case basis and in accordance with the Town's standard policies and procedures. Equipment supplied by the Town is to be used for work purposes only and may not be used by anyone other than the employee. The employee understands that all Town-issued equipment issued to the employee as part of the remote work arrangement remains the property of the Town at all times. • IT staff will work with employees to ensure they have the proper equipment, access to email,the Town's network,and remote communication tools available to them working from home. • Employees must sign an inventory of all Town property received and agree to take appropriate action to protectitems from damage and theft. Employees shall report any damage;to or theft of Town-issued property to their supervisor immediately,and in all cases within one (1)work day. • The Town accepts no responsibility for damage or repairs to employee-owned equipment. • Upon the end of the remote work assignment or termination of employment,all Town property will be promptly returned, unless other arrangements have been made. Security ailed Safety Consistent with the Town's expectation of information security for employees who have a physical presence working at the office,employees working remotely will be expected to ensure the protection of confidential information accessible while working from home. As such,the employee must sign out of their remote connection and/or Town-owned computer when not at their computer to ensure the security and the integrity of the Town's network. Any information that is considered confidential or protected will not be removed from Town premises unless expressly approved in advance by a supervisor or Senior Manager. The employee is also expected to adhere to all Town policies concerning information security and technology use. :�..Irke.iI s..... ."'ornI�D "IY IIoi Employees are expected to maintain a home workspace that is free from safety hazards and other dangers to the employee and Town-issued equipment. Employees working remotely are covered by workers' compensation for job-related injuries that occur in the course and scope of employment. Remote Work Policy 10/2020 5 When the employee is working from home,workers'compensation does not cover injuries that are not job related and the Town assumes no liability for injuries to the employee or others occurring in the employee's home work space outside the agreed-upon work hours. Further,the Town is not liable for loss,destruction,or personal injury that may occur in or to the employee's home and/or non-employee property.This includes family members,visitors, or others that become injured within or around the employee's home. Employees are responsible for the timely reporting of workers' compensation injuries. Compensation & Beinefirts Unless otherwise agreed due to changes in responsibilities or hours worked,an employee's compensation, benefits,work status,and work responsibilities will not change due to working from home. ................................................................................ Vacation or sick time leave used on a scheduled remote workday will be administered under the same provisions as leave used on days an employee would otherwise be in the office. Termination of Agreement An employee's remote working assignment is at the sole discretion of the Town. The Town reserves the right to modify or terminate such agreement at anytime for any reason. As such, no Town employee is entitled to or guaranteed the opportunity to work remotely. The Town further reserves the right to terminate an employee's remote work arrangement in the event that the employee fails to maintain satisfactory performance as determined by the employee's supervisor and/or Department Head.The Town will not be held responsible for costs, damages,'or losses resulting from termination of an employee's participation in the remote working program.The Remote Work Agreement is not a contract of employment and may not be construed as such. For more information or questions please contact the Town's Human Resources Director. 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N � � V !➢ aq� m u s N N � ~ W F W lo ion ¢ LL i� ¢ u o 00 ti d ° ¢ a u - ¢ ° ¢ _ o �n s ol o c E `m a U Q AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Review and Approve Request for Traffic Sign- Farmcrest Avenue at Kendall Road PRESENTER: ITEM NUMBER: Jim Malloy, Town Manager 1.8 SUMMARY: Attached please find the memorandum requesting the Select Board amend Chapter 192; the formal vote to amend Chapter 192 and a diagram that shows the intersection and where the stop signs are recommended. SUGGESTED MOTION: Move that in accordance with the provisions of Chapter 689 of the Acts of 1986 of the General Laws, the Traffic Rules and Orders of Lexington,Adopted by the Board of Selectmen on November 13, 1967, now Chapter 192 of the Code of Lexington, are hereby amended as follows: By adding to Chapter 192-10 Schedule 7, the following: Street Location Regulation Farincrest Avenue West Bound at Kendall Road Stop Farincrest Avenue East Bound at Kendall Road Stop FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 8:30pm ATTACHMENTS: Description Type Menu Recomamd hg,Stop S ris,Chpi !92 AHrmdrrun,Intersection Back Nap a ni p Mte anal Mstptw TOWN OF LEXINCTON 0 `" PLANNING OFFICE �a I � 1625 Massachusetts Aenue v s - fx1 Lexington, Massachusetts 02420 Amanda Loomis, AICP, Planning Director 781-698-4560 Sheila Page,Assistant Planning Director APRIL Ifv Cetij / �lamrin (a lexingtonrna.� Molly Belanger, Planner wwvvlcxrontc>nma. rrg_v planning Lori Kaufman, Department Assistant Date: January 7, 2020 To: Jim Malloy; Town Manager Cc: Kim Katzenback, Executive Clerk Select Board John Livsey, Town Engineer Carol Kowalski, Assistant Town Manager Chief Mark Corr, Police Fr: Transportation Safety Group - Sheila Page, Assistant Planning Director RE: Recommended Traffic Regulation Amendments After careful review of a stop sign request through the Lexington Police Department, TSG recommends that the Select Board amend Traffic Rules and Orders Chapter 192-10 Schedule 7 Traffic Signs and Signals to add stop signs on Farmcrest Avenue at the intersection of Kendall Road. This recommendation is better explained in the attached presentation and amendment language. TSG asks that this recorrunendation be included in an upcoming meeting. 1 VOTED IN ACCORDANCE WITH THE PROVISIONS OF CHAPTER 689 OF 1986 OF THE GENERAL LAWS, THE TRAFFIC RULES AND ORDERS OF LEXINGTON, ADOPTED BY THE BOARD OF SELECTMEN ON NOVEMBER 13, 1967, NOW CHAPTER 192 OF THE CODE OF LEXINGTON, ARE HEREBY AMENDED AS FOLLOWS: BY ADDING TO CHAPTER 192-10 SCHEDULE 7 THE FOLLOWING: STREET LOCATION REGULATION Farmerest Avenue West Bound at Kendall Road Stop Farmerest Avenue East Bound at Kendall Road Stop DATE OF PASSAGE SELECT BOARD ATTEST TOWN CLERK C ^ m 0 w z 0 � « l� � ■ v / \ ■ , �< E �\ ^ \ � ` ^�«\ \\ • »\ . , e � . . . � IL AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: 2021 Annual Town Election/Annual Town Meeting PRESENTER: ITEM NUMBER: Board Discussion 1.9 SUMMARY: The Board is being asked to take up the following items at this meeting regarding 2021 Annual Town Election/Annual Town Meeting: • Vote to approve Moderator letter for remote participation for 2021 ATM • Vote to approve the 2021 Annual Town Meeting Warrant • Discuss assignment of 2021 ATM articles to Select Board Members for presentations • Review proposed consent agenda articles • Discuss possible Select Board Report to Town Meeting SUGGESTED MOTION: Move to approve Town Moderator's letter requesting remote participation for 2021 Annual Town Meeting and to include such letter in the 2021 Annual Town Meeting Warrant. Move to approve and sign the 2021 Annual Town Meeting Warrant and authorize staff to make non substantive edits as necessary or recommended by Town Counsel or Bond Counsel. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 1/25/2021 8:35pm ATTACHMENTS: Description Type D ModevalorRequesi Letter Rwkup matc6al D 202,d AT.M.warrant lovote Backup Matcna� D 202 ATM 11.1aft Conscut Agcu6 kt Backulp Matenal D 202 Y ATM Positions Cliart coirectod BackUp WJCdafl `ors MORN Op 1775 tic A Town of Lexington i = m MODERATOR 3 APRIL 19'" DEBORAH BROWN �fkIN616� January 11, 2021 DELIVERED BY EMAIL Dear Select Board Members, In view of the ongoing COVID-19 pandemic and the ongoing federal, state and local advisories to practice social distancing and avoid the congregation of crowds, I request approval to conduct the proposed 2021 Annual Town Meeting, scheduled to commence Monday, March 22, 2021 through remote participation. I propose to use a combination of: (1) the Zoom videoconferencing platform, (2) the online VVoter module provided by our electronic voting vendor, Option Technologies OR comparable online voting tool developed by Select Board member Joe Pato, and(3) an online queuing function developed by Select Board member Joe Pato to facilitate the process of debate. I certify that,with the assistance of Select Board Chair Doug Lucente, Select Board member Joe Pato, Town Meeting Members' Association Chair Ben Moroze, and members of Town staff, I have tested all components of the system described above and am satisfied that this system will enable our meetings to be conducted in substantially the same manner as if they had occurred in person at a physical location. I certify that the system(i) allows the moderator, town meeting members, town officials and any other interested members of the public to identify and hear the moderator and each town meeting member who attends and participates in the remote meeting, as well as any other individuals who participate in the meeting; (11)provides the ability to determine whether a quorum is present; (iii) allows participants to request recognition by the moderator and makes such requests visible to the meeting participants and the public; (iv) allows the moderator to determine when a town meeting member wishes to be recognized to speak, make a motion, or raise a point of order or personal privilege; (v) enables the moderator to recognize a town meeting member,town official or other individual and enable that person to speak; (vi)provides the ability to conduct a roll call or electronically recorded vote; (vii) allows any interested members of the public to access the meeting remotely through LexMedia for purposes of witnessing the deliberations and actions taken at the town meeting; (viii) allows members of the public to participate in debate through the submission of statements for or against a motion; and(ix)provides for the town meeting to be recorded and available for future viewing. I further confirm that I have consulted with Lexington's Commission on Disability regarding system accessibility. Sincerely, Deborah Brown Town Moderator 617-512-7901 1625 MASSACHUSETTS AVENUE•LEXINGTON,MASSACHUSETTS 02420 WARRANT 2021 ANNUAL TOWN MEETING Detailed information on these Town Meeting Warrant Articles can be found at https://www.lexingtonma.gov/town-meeting TABLE OF CONTENTS SELECT BOARD MESSAGE............... .................................................... 3 ARTICLE 1 NOTICE OF ELECTION , 4 ARTICLE 2 ELECTION OF DEPUTY MODERATOR AND REPORTS OF TOWN BOARDS, OFFICERS AND COMMITTEES......... .................................................................................... 6 ARTICLE 3 APPOINTMENTS TO CARY LECTURE SERIES... 6 FINANCIAL ARTICLES............................................................................................................ 6 ARTICLE 4 APPROPRIATE FY2022 OPERATING BUDGET ................................................................... 6 ARTICLE 5 APPROPRIATE FY2022 ENTERPRISE FUNDS BUDGETS.......... ...... 6 ARTICLE 6 APPROPRIATE FOR SENIOR SERVICES PROGRAM.......................................................... 7 ARTICLE 7 APPROPRIATE FOR MUNICIPAL ORGANIZATIONAL ASSESSMENT 7 ARTICLE 8 APPROPRIATE FOR 20/20 VISION SURVEY..................................... ................... ......... 8 ARTICLE 9 ESTABLISH AND CONTINUE DEPARTMENTAL REVOLVING FUNDS 8 ARTICLE 10 APPROPRIATE THE FY2022 COMMUNITY PRESERVATION COMMITTEE OPERATING BUDGET AND CPA PROJECTS ......... 8 ARTICLE 11 APPROPRIATE FOR RECREATION CAPITAL PROJECTS.................................................. 9 ARTICLE 12 APPROPRIATE FOR MUNICIPAL CAPITAL PROJECTS AND EQUIPMENT................... 9 ARTICLE 13 APPROPRIATE FOR WATER SYSTEM IMPROVEMENTS................ ................... ........ 10 ARTICLE 14 APPROPRIATE FOR WASTEWATER SYSTEM IMPROVEMENTS.................................... 11 ARTICLE 15 APPROPRIATE FOR SCHOOL CAPITAL PROJECTS AND EQUIPMENT 11 ARTICLE 16 APPROPRIATE FOR PUBLIC FACILITIES CAPITAL PROJECTS. ........... ............... 11 ARTICLE 17 APPROPRIATE TO POST EMPLOYMENT INSURANCE LIABILITY FUND 12 ARTICLE 18 RESCIND PRIOR BORROWING AUTHORIZATIONS 12 ARTICLE 19 ESTABLISH,AMEND,DISSOLVE AND APPROPRIATE TO AND FROM SPECIFIED STABILIZATION FUNDS....................................... ................ ............................................... 12 ARTICLE 20 APPROPRIATE FOR PRIOR YEARS' UNPAID BILLS.......................................................... 13 ARTICLE 21 AMEND FY2021 OPERATING,ENTERPRISE AND CPA BUDGETS.................................. 13 ARTICLE 22 APPROPRIATE FOR AUTHORIZED CAPITAL IMPROVEMENTS..................................... 13 ARTICLE 23 APPROPRIATE FROM DEBT SERVICE STABILIZATION FUND 13 ARTICLE 24 APPROPRIATE FOR LEXINGTON HIGH SCHOOL FEASIBILITY STUDY....................... 14 ARTICLE 25 AMEND BORROWING AUTHORIZATION CONSERVATION LAND ACQUISITION 14 GENERAL ARTICLES.... .................. .................. ............................... 14 PETITION GENERAL COURT TO AMEND LEGISLATION REGARDING ARTICLE 26 PERMANENT TRANSPORTATION FUNDING...................................................................... 14 ARTICLE 27 INCREASE IN RECREATION COMMITTEE MEMBERSHIP...... ............... 15 ARTICLE 28 REDUCING NOISE FROM LANDSCAPING EQUIPMENT..................... 15 CLEAN HEAT-AUTHORIZE SPECIAL LEGISLATION TO REGULATE FOSSIL FUEL INFRASTRUCTURE AND ARTICLE 29 ADOPT BYLAW AMENDMENT ENABLING LEGISLATION 15 ARTICLE 30 FULL INCLUSION RESOLUTION.. 16 STREET ACCEPTANCE: PENNY LANE, WINDING ROAD AND LUONGO FARM ARTICLE 31 LANE............................... 16 ARTICLE 32 AMEND GENERAL BYLAWS-RECEIVE APPRAISED VALUE FOR REMOVED TREES 16 ARTICLE 33 AMEND GENERAL BYLAWS-TREE BYLAW: DATA COLLECTION AND EDUCATION......................................... ....................................... ......... 16 ARTICLE 34 AMEND GENERAL BYLAWS-TREE BYLAW FEES AND MITIGATION PAYMENTS... 17 ARTICLE 35 AMEND SCENIC ROADS BYLAW(CITIZEN PETITION). .............. ................................. 17 AUTHORIZE SPECIAL LEGISLATION-DEVELOPMENT SURCHARGE FOR ARTICLE 36 AFFORDABLE HOUSING(CITIZEN PETITION) 17 ARTICLE 37 AMEND GENERAL BYLAWS-STORMWATER MANAGEMENT(CHAPTER 114) 18 ARTICLE 38 AMEND GENERAL BYLAWS-TREES (CHAPTER 120)......................... 18 ZONINGARTICLES.................................................................... .............................................. 18 ARTICLE 39 AMEND ZONING BYLAW-HISTORIC PRESERVATION INCENTIVES 18 ARTICLE 40 AMEND ZONING BYLAW-RETAINING WALLS........................... ................ 18 ARTICLE 41 AMEND ZONING BYLAW-STRUCTURES IN SETBACKS.................................................. 18 ARTICLE 42 AMEND ZONING BYLAW-FLOODPLAIN MANAGEMENT 19 ARTICLE 43 AMEND ZONING BYLAW- TECHNICAL CORRECTIONS .... 19 ARTICLE 44 AMEND ZONING BYLAW-USE AND GENERAL REGULATIONS.................................... 19 AMEND ZONING BYLAW&ZONING MAP-HARTWELL ARTICLE 45 INNOVATION PARK..................... ..................... ................ ........... ................................ 19 TOWN FINANCE TERMINOLOGY(inside back cover).......................................................... Town of Lexington, Massachusetts Select Board DOUGLAS M.LUCENTE,CHAIR JOSEPH N.PATO SUZANNE E.BARRY JILL I.HAI TEL: (781)698-4580 MARK D.SANDEEN FAX: (781)863-9468 January 25,2021 To the Residents of Lexington: This warrant document provides notification of the 2021 Annual Town Meeting and advises residents of the various issues being considered at the meetings. Only Articles listed in this warrant may be discussed. The purpose of the Warrant is to inform citizens of the issues to be discussed and does not provide for detailed information about the Articles. Articles for the Annual Town Meeting are grouped in three categories: Financial, General and Zoning. Descriptions are provided in an attempt to make the Warrant useful and understandable. The most important votes that take place at the Annual Town Meeting are related to the budget. We urge citizens to read the budget, understand it, and help us find a way to foster excellence within the community. The Town website, htip://www.lexin tg onma.gov/town-meeting, includes the most recent version of the FY2022 Budget and other financial Articles as well as other relevant information for each Article. Between now and Town Meeting there will be multiple meetings to develop a comprehensive recommended budget for fiscal year 2021. That budget will be delivered to all Town Meeting Members prior to the consideration of any financial articles by Town Meeting. SELECT BOARD Douglas M. Lucente,Chair Joseph N.Pato Suzanne E. Barry Jill 1. Hai Mark D. Sandeen 3 TOWN OF LEXINGTON WARRANT 2021 ANNUAL TOWN MEETING Commonwealth of Massachusetts Middlesex, ss. To either of the Constables of the Town of Lexington, in said County, Greetings: In the name of the Commonwealth of Massachusetts, you are directed to notify the inhabitants of the Town of Lexington qualified to vote in elections to meet in their respective voting places in said Town. PRECINCT ONE, School Administration Building; PRECINCT TWO, Bowman School; PRECINCT THREE, Lexington Community Center; PRECINCT FOUR, Cary Memorial Building; PRECINCT FIVE, School Administration Building; PRECINCT SIX, Cary Memorial Building; PRECINCT SEVEN, Keilty Hall, St. Brigid's Church,PRECINCT EIGHT, Samuel Hadley Public Services Building; PRECINCT NINE, Keilty Hall, St. Brigid's Church, on Monday, the first day of March 2021 from 7:00am to 8:00pm,then and there to act on Article 1 of the following Warrant; In addition, you are also directed to notify the inhabitants of the Town of Lexington qualified to vote in elections and in Town affairs to meet by means of the audio/video conferencing platform described more particularly below on Monday, the twenty-second day of March 2021 at 7:30pm, at which time and place the remaining articles in this Warrant are to be acted upon and determined exclusively by the Town Meeting Members in accordance with Chapter 215 of the Acts of 1929, as amended, and subject to the referendum provided for by Section eight of said Chapter, as amended. Pursuant to Chapter 92 of the Acts of 2020, the Town Meeting shall be held remotely by the means requested by the Moderator as follows: Town Meeting members will attend and vote by logging into: (1) the Zoom videoconferencing platform, (2)the online VVoter module provided by our electronic voting vendor, Option Technologies OR a comparable online voting tool developed by Select Board member Joe Pato, and(3) an online queuing function developed by Select Board member Joe Pato to facilitate the process of debate. Other Town residents who wish to follow the proceedings may do so via LexMedia at https://www.youtube.com/user/ LexMediaMATV. Residents who wish to participate in the Meeting may contact the Town Clerk's Office at clerk cklexin tog nma. oo and complete the online form at https://www.lexingtonma.gov/2021 atm. For more information, please see the Moderator's January 25, 2021 letter to the Select Board attached to this warrant as Appendix A. 4 ARTICLE l NOTICE OF ELECTION One Select Board Member for a term of three years; One Moderator for a term of one year; Two School Committee members for a term of three years. Two Planning Board members for a term of three years; One Lexington Housing Authority member for a term of five years. Seven Town Meeting Members in Precinct One, the seven receiving the highest number of votes to serve for terms of three years; Seven Town Meeting Members in Precinct Two, the seven receiving the highest number of votes to serve for terms of three years; Nine Town Meeting Members in Precinct Three, the seven receiving the highest number of votes to serve for terms of three years; the one receiving the next highest number of votes to fill an unexpired term for a seat ending in 2023; the one receiving the next highest number of votes to fill an unexpired term for a seat ending in 2022; Seven Town Meeting Members in Precinct Four, the seven receiving the highest number of votes to serve for terms of three years; Seven Town Meeting Members in Precinct Five, the seven receiving the highest number of votes to serve for terms of three years; Eight Town Meeting Members in Precinct Six, the seven receiving the highest number of votes to serve for terms of three years; the one receiving the next highest number of votes to fill an unexpired terms for a seat ending in March 2023; Eight Town Meeting Members in Precinct Seven, the seven receiving the highest number of votes to serve for terms of three years; the one receiving the next highest number of votes to fill an unexpired term ending in March 2023; Seven Town Meeting Members in Precinct Eight, the seven receiving the highest number of votes to serve for terms of three years; Seven Town Meeting Members in Precinct Nine, the seven receiving the highest number of votes to serve for terms of three years. You are also to notify the inhabitants aforesaid to meet remotely pursuant to Chapter 92 of the Acts of 2020 as set forth on the first page of this Warrant on Monday,the twenty-second day of March 2021 at 7:30 p.m., at which time and place the following articles are to be acted upon and determined exclusively by the Town Meeting Members in accordance with Chapter 215 of the Acts of 1929,as amended, and subject to the referendum provided for by Section eight of said Chapter, as amended. 5 ARTICLE 2 ELECTION OF DEPUTY MODERATOR AND REPORTS OF TOWN BOARDS,OFFICERS AND COMMITTEES To see if the Town will vote to approve the Deputy Moderator nominated by the Moderator; receive the reports of any Board or Town Officer or of any Committee of the Town; or act in any other manner in relation thereto. (Inserted by the Select Board) DESCRIPTION: This article remains open throughout Town Meeting and reports may be presented at any Town Meeting session by boards, officers, or committees. In addition, the Town will consider the approval of the nomination of a Deputy Moderator as authorized under Section 118-11 of the Code of the Town of Lexington. ARTICLE 3 APPOINTMENTS TO CARY LECTURE SERIES To see if the Town will authorize the appointment of the committee on lectures under the wills of Eliza Cary Farnham and Susanna E. Cary; or act in any other manner in relation thereto. (Inserted by the Select Board) DESCRIPTION: This is an annual article that provides for the appointment of citizens to the Cary Lecture Series by the Moderator. FINANCIAL ARTICLES ARTICLE 4 APPROPRIATE FY2022 OPERATING BUDGET To see if the Town will vote to make appropriations for expenditures by departments, officers, boards and committees of the Town for the ensuing fiscal year and determine whether the money shall be provided by the tax levy,by transfer from available funds,by transfer from enterprise funds, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: See the most recent version of the FY2022 budget proposals posted at http:// lexin tog nma. ov/budg_et. DESCRIPTION: This article requests funds for the FY2022 (July 1, 2021 - June 30, 2022) operating budget. The operating budget includes the school and municipal budgets. The operating budget includes requests for funds to provide prospective salary increases for employees, including salaries to be negotiated through collective bargaining negotiations. The budget also includes certain shared expenses. ARTICLE 5 APPROPRIATE FY2022 ENTERPRISE FUNDS BUDGETS To see if the Town will vote to appropriate a sum of money to fund the operations of the DPW Water and Wastewater Divisions and the Department of Recreation and Community Programs; determine whether the money shall be provided by the estimated income to be derived in FY2022 from the operations of the related enterprise,by the tax levy, by transfer from available funds, including the retained earnings of the relevant enterprise fund, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) 6 FUNDS REQUESTED: Enterprise Fund FY2020 FY2021 FY2022 Appropriated Appropriated Requested a) Water Personal Services $660,929 $804,234 $903,535 Expenses $420,436 $502,925 $514,300 Debt Service $1,192,000 $1,278,770 $1,318,329 MWRA Assessment $7,413,364 $8,006,399 $8,807,039 Total Water Enterprise Fund $9,686,729 $10,592,328 $11,543,203 b) Wastewater Personal Services $226,162 $366,568 $401,775 Expenses $284,781 $444,150 $454,650 Debt Service $1,200,863 $1,398,579 $1,569,588 MWRA Assessment $7,837,139 $7,922,359 $8,714,595 Total Water Enterprise Fund $9,548,945 $10,121,656 $11,140,608 c) Recreation and Community Programs Personal Services $1,246,075 $962,170 $1,342,201 Expenses $1,048,149 $1,041,951 $1,247,735 Total Recreation and Community Programs $2,294,224 $2,004,121 $2,589,936 Enterprise Fund DESCRIPTION: Under Massachusetts General Laws Chapter 44, Section 53F%2, towns may establish Enterprise Funds for a utility, health care, recreation or transportation operation, with the operation to receive related revenue and receipts and pay expenses of such operation. This article provides for the appropriation to and expenditure from three enterprise funds previously established by the Town. The Recreation and Community Programs Fund includes the operations and programs for the Community Center. ARTICLE 6 APPROPRIATE FOR SENIOR SERVICES PROGRAM To see if the Town will vote to appropriate a sum of money for the purpose of conducting a Senior Services Program,to be spent under the direction of the Town Manager; to authorize the Select Board to establish and amend rules and regulations for the conduct of the program, and determine whether the money shall be provided by the tax levy, by transfer from available funds or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $15,000 DESCRIPTION: In FY2007,the Town established a Senior Services Program that provides more flexibility than the State program in assisting low-income seniors and disabled residents in reducing their property tax bills. This article requests funds to continue the program. ARTICLE 7 APPROPRIATE FOR MUNICIPAL ORGANIZATIONAL ASSESSMENT To see if the Town will vote to appropriate a sum of money for the purpose of conducting an assessment of the Town's organizational structure and adherence to industry best practices and determine whether the money shall be provided by the tax levy, by transfer from available funds, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $100,000 7 DESCRIPTION: This article will allow the Town Manager to hire a.contractor to conduct a Town-wide organizational assessment and provide recommendations for efficiencies. ARTICLE 8 APPROPRIATE FOR 20/20 VISION SURVEY To see if the Town will vote to appropriate a sum of money for the purpose of conducting a Town-wide 20/20 vision survey and related expenses and determine whether the money shall be provided by the tax levy, by transfer from available funds, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $50,000 DESCRIPTION: This article will allow the 2020 Vision committee to conduct a survey is be part of a longitudinal study to assess community perspectives and progress toward meeting stated preferences of community members and to inform planning and decision-making by the three elected boards. ARTICLE 9 ESTABLISH AND CONTINUE DEPARTMENTAL REVOLVING FUNDS To see if the Town will vote, pursuant to the Massachusetts General Laws Chapter 44, Section 53E'/z and Chapter 110 of the Code of the Town of Lexington, to continue existing revolving funds; to amend said Chapter 110 to establish new revolving funds; to determine whether the maximum amounts that may be expended from such new and existing revolving fund accounts in FY2022 shall be the following amounts or any other amounts; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: Program or Purpose for Revolving Funds FY2022 Authorization School Bus Transportation $1,150,000 Building Rental Revolving Fund $570,000 Regional Cache-Hartwell Avenue $50,000 Lexington Tree Fund $70,000 DPW Burial Containers $50,000 DPW Compost Operations $790,000 Minuteman Household Hazardous Waste Program $260,000 Senior Services Program $75,000 Residential Engineering Review $57,600 Health Programs $45,000 Lab Animal Permits $40,000 Tourism/Liberty Ride $194,000 Visitors Center $247,000 DESCRIPTION: The amount that may be spent from a revolving fund established under Massachusetts General Laws Chapter 44, Section 53E'/z must be approved annually by Town Meeting. The Funds are credited with the receipts received in connection with the programs supported by such funds, and expenditures may be made from the revolving fund without further appropriation. 8 ARTICLE 10 APPROPRIATE THE FY2022 COMMUNITY PRESERVATION COMMITTEE OPERATING BUDGET AND CPA PROJECTS To see if the Town will vote to hear and act on the report of the Community Preservation Committee on the FY2022 Community Preservation budget and,pursuant to the recommendations of the Community Preservation Committee, to appropriate from the Community Preservation Fund, or to reserve amounts in the Community Preservation Fund for future appropriations; for the debt service on previously authorized financing; for the administrative expenses of the Community Preservation Committee for FY2022; for the acquisition, creation and preservation of open space; for the acquisition, preservation, rehabilitation and restoration of historic resources; for the acquisition, creation, preservation, rehabilitation and restoration of land for recreational use; for the acquisition, creation, preservation and support of community housing; and for the rehabilitation or restoration of open space and community housing that is acquired or created with moneys from the Community Preservation Fund; to appropriate funds for such projects and determine whether the money shall be provided by the tax levy, or from estimated Community Preservation Act surcharges and the state match for the upcoming fiscal year, by transfer from available funds, including enterprise funds, by borrowing, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Community Preservation Committee) FUNDS REQUESTED: a) Park and Playground Improvements- South Rindge Avenue- $170,000 b) Park Improvements- Athletic Fields- Muzzey Field- $155,000 c) Community Center Mansion Sidewalk&Patio - $110,000 d) Playground Enhancements-Pour-in-Place Surfaces - $150,000 e) CPA Debt Service - $TBD f) Administrative Budget- $150,000 DESCRIPTION: This article requests that Community Preservation funds and other funds, as necessary, be appropriated for the projects recommended by the Community Preservation Committee and for administrative costs. ARTICLE 11 APPROPRIATE FOR RECREATION CAPITAL PROJECTS To see if the Town will vote to appropriate a sum of money for recreation-related capital projects and equipment; and determine whether the money shall be provided by the tax levy, by transfer from available funds, including the Recreation and Community Programs Enterprise Fund, by borrowing, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Recreation Committee) FUNDS REQUESTED: $87,000 DESCRIPTION: For a description of the proposed projects, see Section XI: Capital Investment section of the FY2022 budget. The most recent version of the capital section can be found at http://www.lexin tog nma.gov/ 22ca ital. ARTICLE 12 APPROPRIATE FOR MUNICIPAL CAPITAL PROJECTS AND EQUIPMENT To see if the Town will vote to appropriate a sum of money for the following capital projects and equipment: a) Transportation Mitigation; b) Self-Contained Breathing Apparatus Replacement; c) Townwide Culvert Replacement; 9 d) Equipment Replacement; e) Sidewalk Improvements; f) Storm Drainage Improvements and NPDES compliance; g) Comprehensive Watershed Stormwater Management; h) Street Improvements; i) Hydrant Replacement Program; j) Public Parking Lot Improvement Program; k) New Sidewalk Installations; 1) Staging for Special Events; m) Cary Library Network Upgrade; n) Electric Vehicle Charging Stations; o) Parking System; and authorize the Select Board to take by eminent domain,purchase or otherwise acquire any fee, easement or other interests in land necessary therefor; determine whether the money shall be provided by the tax levy,by transfer from available funds, including enterprise funds,by borrowing, or by any combination of these methods; determine if the Town will authorize the Select Board to apply for, accept, expend and borrow in anticipation of state aid for such capital improvements; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: Unknown at press time DESCRIPTION: For a description of the proposed projects, see Section XI: Capital Investment section of the FY2022 budget. The most recent version of the capital section can be found at http://www.lexin tog nma.gov/ fy22capital. ARTICLE 13 APPROPRIATE FOR WATER SYSTEM IMPROVEMENTS To see if the Town will vote to make water distribution system improvements, including the installation of new water mains and replacement or cleaning and lining of existing water mains and standpipes, the replacement or rehabilitation of water towers, engineering studies and the purchase and installation of equipment in connection therewith, in such accepted or unaccepted streets or other land as the Select Board may determine, subject to the assessment of betterments or otherwise; and to take by eminent domain, purchase or otherwise acquire any fee, easement or other interest in land necessary therefor; appropriate money for such improvements and land acquisition and determine whether the money shall be provided by the tax levy, water enterprise fund, by transfer from available funds, including any special water funds, or by borrowing, or by any combination of these methods; to determine whether the Town will authorize the Select Board to apply for, accept, expend and borrow in anticipation of federal and state aid for such projects; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $1,410,000 DESCRIPTION: For a description of the proposed projects, see Section XI: Capital Investment section of the FY2022 budget. The most recent version of the capital section can be found at httl2://www.lexingtonma.gov/ 22ca ital. 10 ARTICLE 14 APPROPRIATE FOR WASTEWATER SYSTEM IMPROVEMENTS To see if the Town will vote to install and line sanitary sewer mains and sewerage systems and replacements and upgrades to pump stations thereof, including engineering studies and the purchase of equipment in connection therewith; in such accepted or unaccepted streets or other land as the Select Board may determine, subject to the assessment of betterments or otherwise, in accordance with Chapter 504 of the Acts of 1897, and acts in addition thereto and in amendment thereof, or otherwise; and to take by eminent domain, purchase or otherwise acquire any fee, easement or other interest in land necessary therefor; appropriate money for such installation and land acquisition and determine whether the money shall be provided by the tax levy, the wastewater enterprise fund,by transfer from available funds, including any special wastewater funds,by borrowing, or by any combination of these methods; to determine whether the Town will authorize the Select Board to apply for, accept, expend and borrow in anticipation of federal and state aid for such wastewater projects; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $1,520,000 DESCRIPTION: For a description of the proposed projects, see Section XI: Capital Investment section of the FY2022 budget. The most recent version of the capital section can be found at htlp://www.lexin tg onma.gov/ 22ca ital. ARTICLE 15 APPROPRIATE FOR SCHOOL CAPITAL PROJECTS AND EQUIPMENT To see if the Town will vote to appropriate a sum of money to maintain and upgrade the schools' technology systems and equipment; determine whether the money shall be provided by the tax levy, by transfer from available funds,by borrowing, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the School Committee) FUNDS REQUESTED: $1,186,236 DESCRIPTION: For a description of the proposed projects, see Section XI: Capital Investment section of the FY2022 budget. The most recent version of the capital section can be found at http://www.lexin tog nma.gov/ 22ca ital. ARTICLE 16 APPROPRIATE FOR PUBLIC FACILITIES CAPITAL PROJECTS To see if the Town will vote to appropriate a sum of money for capital improvements and renovations, including new construction to public facilities for: a) Public Facilities Bid Documents; b) Facility and Site Improvements: • Building Flooring Program; • School Paving& Sidewalks Program; c) Public Facilities Mechanical/Electrical System Replacements; d) Municipal Building Envelopes and Associated Systems; e) Townwide Roofing Program; f) School Building Envelopes and Associated Systems; g) Center Recreation Complex Bathrooms&Maintenance Building Renovation; h) Space Needs for School Year 2021-22; i) HVAC Improvements; 11 and determine whether the money shall be provided by the tax levy, by transfer from available funds, including enterprise funds,by borrowing, or by any combination of these methods;to determine if the Town will authorize the Select Board to apply for, accept, expend and borrow in anticipation of state aid for such capital improvements; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $4,480,385 DESCRIPTION: For a description of the proposed projects, see Section XI: Capital Investment section of the FY2022 budget. The most recent version of the capital section can be found at http://www.lexin tog nma.gov/ 22ca ital. ARTICLE 17 APPROPRIATE TO POST EMPLOYMENT INSURANCE LIABILITY FUND To see if the Town will vote to appropriate a sum of money to the Town of Lexington Post Retirement Insurance Liability Fund, as established by Chapter 317 of the Acts of 2002; determine whether the money shall be provided by the tax levy, by transfer from available funds, including enterprise funds, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $1,885,486 DESCRIPTION: This article will allow the Town to continue to fund its liability for post-employment benefits for Town of Lexington retirees. Beginning with the FY2007 audit,the Town has been required to disclose this liability. Special legislation establishing a trust fund for this purpose was enacted in 2002. ARTICLE 18 RESCIND PRIOR BORROWING AUTHORIZATIONS To see if the Town will vote to rescind the unused borrowing authority voted under previous Town Meeting articles; or act in any other manner in relation thereto. (Inserted by the Select Board) DESCRIPTION: State law requires that Town Meeting vote to rescind authorized and unissued debt that is no longer required for its intended purpose. ARTICLE 19 ESTABLISH,AMEND,DISSOLVE AND APPROPRIATE TO AND FROM SPECIFIED STABILIZATION FUNDS To see if the Town will vote to create, amend, dissolve, rename and/or appropriate sums of money to and from Stabilization Funds in accordance with Massachusetts General Laws, Section 5B of Chapter 40 for the purposes of: (a) Section 135 Zoning By-Law; (b) Traffic Mitigation; (c) Transportation Demand Management/Public Transportation; (d) Special Education; (e) Center Improvement District; (f) Debt Service; (g)Transportation Management Overlay District; (h) Capital; (i) Payment in Lieu of Parking; 0) Visitor Center Capital Stabilization Fund; (k) Affordable Housing Capital Stabilization Fund; (1) Water System Capital Stabilization Fund; and (m) Ambulance Stabilization Fund; determine whether such sums shall be provided by the tax levy, by transfer from available funds, from fees, charges or gifts or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: Unknown at press time DESCRIPTION: This article proposes to establish, dissolve, and fund Stabilization Funds for specific purposes and to appropriate funds therefrom. Money in those funds may be invested and the interest may then become a part of 12 the particular fund. These funds may later be appropriated for a specific designated purpose by a two-thirds vote of an Annual or Special Town Meeting, for any other lawful purpose. ARTICLE 20 APPROPRIATE FOR PRIOR YEARS' UNPAID BILLS To see if the Town will vote to raise and appropriate money to pay any unpaid bills rendered to the Town for prior years; to determine whether the money shall be provided by the tax levy,by transfer from available funds, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: Unknown at press time DESCRIPTION: This is an annual article to request funds to pay bills after the close of the fiscal year in which the goods were received or the services performed and for which no money was encumbered. ARTICLE 21 AMEND FY2021 OPERATING,ENTERPRISE AND CPA BUDGETS To see if the Town will vote to make supplementary appropriations, to be used in conjunction with money appropriated under Articles 4, 5 9, and 10 of the warrant for the 2020 Annual Town Meeting, and Article 5 of the warrant for Special Town Meeting 2020-3 to be used during the current fiscal year, or make any other adjustments to the current fiscal year budgets and appropriations that may be necessary;to determine whether the money shall be provided by transfer from available funds including the Community Preservation Fund; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: Unknown at press time DESCRIPTION: This is an annual article to permit adjustments to current fiscal year(FY2021)appropriations. ARTICLE 22 APPROPRIATE FOR AUTHORIZED CAPITAL IMPROVEMENTS To see if the Town will vote to make supplementary appropriations to be used in conjunction with money appropriated in prior years for the installation or construction of water mains, sewers and sewerage systems, drains, streets, buildings, recreational facilities or other capital improvements and equipment that have heretofore been authorized; determine whether the money shall be provided by the tax levy, by transfer from the balances in other articles, by transfer from available funds, including enterprise funds and the Community Preservation Fund, by borrowing, or by any combination of these methods; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: Unknown at press time DESCRIPTION: This is an annual article to request funds to supplement existing appropriations for certain capital projects in light of revised cost estimates that exceed such appropriations. ARTICLE 23 APPROPRIATE FROM DEBT SERVICE STABILIZATION FUND To see if the Town will vote to appropriate a sum of money from the Debt Service Stabilization Fund to offset the FY2022 debt service of the bond dated February 1, 2003, issued for additions and renovations to the Lexington High School, Clarke Middle School, and Diamond Middle School, as refunded with bonds dated December 8,2011; or act in any other manner in relation thereto. (Inserted by the Select Board) FUNDS REQUESTED: $124,057 13 DESCRIPTION: This article would allow the Town to pay a portion of the debt service on the 2003 School Bonds from the Debt Service Stabilization Fund set up for that specific purpose. ARTICLE 24 APPROPRIATE FOR LEXINGTON HIGH SCHOOL FEASIBILITY STUDY To see if the Town will vote to appropriate a sum of money to be expended under the direction of the Permanent Building Committee, for the costs of a feasibility study relating to the Lexington High School located at 251 Waltham St, Lexington, MA 02421, for which feasibility study the Town may be eligible for a grant from the Massachusetts School Building Authority ("MSBA"). The MSBA's grant program is a non-entitlement, discretionary program based on need, as determined by the MSBA, and any costs the Town incurs in connection with the feasibility study in excess of any grant approved by and received from the MSBA shall be the sole responsibility of the Town, and to determine whether the money shall be provided by the tax levy,by transfer from available funds, by borrowing, or by any combination of these methods; or act in any other manner in relation thereto.or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the School Committee) FUNDS REQUESTED: $1,825,000 DESCRIPTION: In spring of 2021, the Massachusetts School Building Authority is expected to vote on Lexington's application to accept the Lexington High School into the MSBA reimbursement program. If the Town's application is approved at that time, this article would fund the first phase of the process, conducting a feasibility study. ARTICLE 25 AMEND BORROWING AUTHORIZATION CONSERVATION LAND ACQUISITION To see if the Town will vote to amend the source of funding and borrowing authorization for the acquisition of the Highland Ave Conservation land approved under Article 7 of Special Town Meeting 2020-3; or to act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Community Preservation Committee) FUNDS REQUESTED: None DESCRIPTION: The purpose of this article is to eliminate the borrowing component authorized for purchasing this property in favor of cash given the small amount of CPA-funded projects that have come forward for the FY22 budget and availability of funds. To accomplish this, the town will vote to appropriate an additional$1,000,000 from the Undesignated Fund Balance of the Community Preservation Fund and rescind the $1,000,000 of CPA borrowing. This will not have an impact on the timing of the closing or on the sellers. This is an internal accounting change and is expected to save approximately$20K in interest expenses. GENERAL ARTICLES ARTICLE 26 PETITION GENERAL COURT TO AMEND LEGISLATION REGARDING PERNIANENT TRANSPORTATION FUNDING To see if the Town will vote to petition the General Court to allow the Town to create a transportation funding mechanism known as a"Transit Improvement District"; or to act in any other manner in relation thereto. (Inserted by the Select Board) DESCRIPTION: The purpose of this Article is to seek special legislation allowing the Town to establish a Transit Improvement District to provide a dependable funding source for the REV Shuttle and future transit routes the 14 Town may want to establish within a public/private funding framework. The Special Legislation will likely be modeled after legislation proposed by the Town's State Representative in the 2019 legislative Session,H.B. 2983. ARTICLE 27 INCREASE IN RECREATION COMMITTEE MEMBERSHIP To see if the Town will vote to increase the membership of the Recreation Committee to seven members; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Recreation Committee) DESCRIPTION: This article would increase the membership of the Recreation Committee from 5 to 7 members due to the increased responsibilities of the Committee, including the creation of liaison positions on other boards and committees, active capital projects and implementation of a community needs assessment. ARTICLE 28 REDUCING NOISE FROM LANDSCAPING EQUIPMENT To see if the Town will vote to amend Chapter 80 of the Code of the Town of Lexington,Noise Control,to regulate noise generated by the use of motorized landscaping equipment; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Noise Advisory Committee) DESCRIPTION: This article proposes revisions to the Noise Bylaw to better protect residents from noise pollution caused by motorized landscaping equipment. ARTICLE 29 CLEAN HEAT-AUTHORIZE SPECIAL LEGISLATION TO REGULATE FOSSIL FUEL INFRASTRUCTURE AND ADOPT BYLAW AMENDMENT ENABLING LEGISLATION To see if the Town will 1. vote to authorize the Select Board to petition the Massachusetts General Court for special legislation to: a. Allow the Town of Lexington to regulate fossil fuel infrastructure in new buildings and major renovations for the purposes of improving health and safety, reducing greenhouse gas emissions, and encouraging renewable energy production and use, notwithstanding the State Building Code, the Gas Code, M.G.L. c. 164 or any other law of the Commonwealth regulating natural gas as a residential utility; b. Allow the Town to adopt and further amend general or zoning bylaws that regulate fossil fuel infrastructure; and c. Allow the Town to administer such bylaws, including through the withholding of building permits by the Building Commissioner; and 2. vote to add a new Chapter to the Town's Code of Bylaws prohibiting or otherwise regulating or restricting the installation of fossil fuel infrastructure in new construction projects or major renovation and rehabilitation projects in Lexington, and to set forth the terms and scope of such regulations or restrictions, including exemptions or waivers to same, provided that said Chapter will take effect only if permitted pursuant to General or Special Legislation enacted by the Massachusetts General Court; or take any action related thereto. (Inserted by the Select Board at the request of the Sustainable Lexington Committee) 15 DESCRIPTION: This article would authorize the Town 1) to file a home-rule petition with the Massachusetts General Court for Special Legislation that would enable the Town to enact local bylaws that would regulate fossil fuel infrastructure in buildings and 2) to enact such a bylaw that would restrict fossil fuel infrastructure in new construction and major renovations. The bylaw would limit the installation of new fossil fuel(natural gas,propane, fuel oil) infrastructure so as to require new or significantly renovated buildings to use clean energy sources (electricity)with exemptions for certain appliances and building types and with a waiver process. ARTICLE 30 FULL INCLUSION RESOLUTION To see if the Town will vote to adopt a non-binding resolution to consider the rights and needs of those with disabilities in all town decision and planning processes, in order to strive for full inclusivity and equity, while encouraging collective and coordinated action to address issues of exclusion and ableism; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Commission on Disability) DESCRIPTION: To further the goal of full inclusion for the Town of Lexington. ARTICLE 31 STREET ACCEPTANCE: PENNY LANE,WINDING ROAD AND LUONGO FARM LANE To see if the Town will vote to accept as a Town way Penny Lane, Winding Road, and Luongo Farm Lane, all as shown on two plans dated December 15, 2020, both of which are on file with the Town Clerk and to take by eminent domain, donation or otherwise acquire any fee, easement, or other interest in land necessary therefore; or act in any other manner in relation thereto. (Inserted by the Select Board) DESCRIPTION: This article will accept the identified streets as public ways, and will authorize the Town to take title to Penny Lane,Winding Road and Luongo Farm Lane. ARTICLE 32 AMEND GENERAL BYLAWS-RECEIVE APPRAISED VALUE FOR REMOVED TREES To see if the town will vote to amend Chapter 120 of the Code of the Town of Lexington, Trees, to require that when an applicant applies for permission from the Town to remove a Town-owned tree or Public Shade Tree, the applicant be required to provide an appraisal of the tree's value and, if permission to remove the tree is granted,pay an amount up to the appraised value of the tree to the Lexington Tree Fund; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Tree Committee) DESCRIPTION: This article will ensure that the Town receives a fair value for a removed Town tree. ARTICLE 33 AMEND GENERAL BYLAWS-TREE BYLAW: DATA COLLECTION AND EDUCATION To see if the town will vote to amend Chapter 120 of the Code of the Town of Lexington, Trees,to: a. require the owner of a property at which major construction or demolition is planned to submit itemized detailed information • initially with submission of the building permit, for all trees 6 inches DBH or larger on the property; and • at the completion of work at the property, for all remaining trees 6 inches DBH or larger on the property and for trees planted as mitigation 16 b. require prior notification to the Town before removal of any tree 6 inches DBH or larger on private property at which neither major construction nor demolition is planned; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of of the Tree Committee) DESCRIPTION: This article provides for the collection of additional information on sites where the tree bylaw applies and also for sites on which it does not. This additional information will be used to better understand the effectiveness of the bylaw and inform decisions about future changes to the bylaw.Additionally, the requirement for notification on sites where the bylaw does not currently apply, and provides an opportunity for education of the applicant on the benefits of trees and on options other than removal. For these sites where the bylaw does not currently apply, the Tree Committee is recommending that there be no fee associated with this notification, no requirement for an onsite inspection, and no penalty for failing to provide notice. ARTICLE 34 AMEND GENERAL BYLAWS-TREE BYLAW FEES AND MITIGATION PAYMENTS To see if the town will vote to amend Chapter 120 of the Code of the Town of Lexington, Trees, to increase the fees and mitigation payments for removal of trees protected under the Bylaw, and to adjust these items to reflect inflation; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Tree Committee) DESCRIPTION: This article will increase the fees and mitigation payments under the Tree Bylaw to better reflect the cost associated with administering the Bylaw and the cost of planting trees with mitigation funds, and will make it more attractive for applicants to replant versus making payments to the Lexington Tree Fund, and will better protect large trees. ARTICLE 35 AMEND SCENIC ROADS BYLAW(CITIZEN PETITION) Establish a permanent Scenic Roads committee which will meet periodically to review and approve matters relating to preserving scenic roads and historic landscapes located throughout the town. Specifically, the Scenic Roads committee would be charged with the review and approval of roads,paths and landscapes within the jurisdiction of the committee,which would include all lands,public and private, which merit recognition and preservation for their scenic or historic value. The committee will include a Town Fence viewer or designee, a member of the Tree Committee or designee, one individual who meets the Secretary of Interior's Qualifications as an Historian or Archaeologist (36 CFR 61), and two other individuals from the community-at-large who have a demonstrated interest in historic landscapes. Included among Massachusetts legislation for which the committee will be charged with enforcing will include MGL Part IV, Title 1,Chapter 266, Section 105— Stone walls or fences and MGL Part IV, Title 266, Chapter 266, Section 94—Boundary Monuments and miscellaneous markers. (Inserted by JeffHowry and 9 or more registered voters) DESCRIPTION: The purpose of the Scenic Roads committee will be to assure that the remaining features of Lexington's historic landscape are protected and maintained. To accomplish this, the Scenic Roads Committee will endeavor to expand the town's existing cultural resources survey to include features of the historic landscape including stone walls,boundary markers,roads and paths bounded by trees and landscaping, historic archaeological features including those involving water features, as well as historic landscape features associated with human occupation within the town. Making additions to the already designated Scenic Roads in Lexington would be part of the committee's charge. ARTICLE 36 AUTHORIZE SPECIAL LEGISLATION-DEVELOPMENT SURCHARGE FOR AFFORDABLE HOUSING(CITIZEN PETITION) To see if the Town will vote to establish a surcharge on specific commercial development activities for the purpose of funding affordable and community housing construction, renovation, associated land acquisition or easements; 17 and further to authorize the Select Board to petition the Massachusetts General Court to enact legislation to enable this surcharge in the Town of Lexington, and further to authorize the Select Board to approve amendments to said act before its enactment by the General Court that are within the scope of the general objectives of the petition; or act in any other manner in relation thereto. (Inserted by Matt Daggett and 9 or more registered voters) DESCRIPTION: The purpose of this article is to address the impacts of new commercial development projects on the demand for community housing by creating a targeted and measured surcharge on specific commercial development activities. ARTICLE 37 AMEND GENERAL BYLAWS-STORMWATER MANAGEMENT (CHAPTER 114) To see if the Town will vote to amend Chapter 114 of the Code of the Town of Lexington (Stormwater Management) to allow for additional regulation of stormwater management installations and associated mitigation requirements; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: This article would amend the Stormwater Management Bylaw to allow the additional regulation of stormwater management to allow the additional regulation of stormwater management. ARTICLE 38 AMEND GENERAL BYLAWS-TREES (CHAPTER 120) To see if the Town will vote to amend Chapter 120 of the Code of the Town of Lexington (Trees) to include additional regulations regarding tree preservation and planting; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: This article would amend the Tree Bylaw relative to the Hartwell Innovation Park (C-HIP) landscaping and development requirements, if necessary. ZONING ARTICLES ARTICLE 39 AMEND ZONING BYLAW-HISTORIC PRESERVATION INCENTIVES To see if the Town will vote to amend the Zoning Bylaw to allow additional flexibility in permitting for historic preservation; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: This article would allow special permits for historical preservation under § 135-6.2, Historic Preservation Incentives,to permit additional uses where necessary to preserve historical elements. ARTICLE 40 AMEND ZONING BYLAW-RETAINING WALLS To see if the Town will vote to amend the Zoning Bylaw to regulate the construction of retaining walls over four(4) feet in height; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of'the Planning Board) DESCRIPTION: This article would update the Zoning Bylaw to regulate the installation of retaining walls over four(4)feet in height. 18 ARTICLE 41 AMEND ZONING BYLAW-STRUCTURES IN SETBACKS To see if the Town will vote to amend the Zoning Bylaw to allow for accessory structures of limited size and height (including sheds)to have a separate setback requirement; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: This article would establish regulations for accessory structures (including sheds) to have a separate setback requirement. ARTICLE 42 AMEND ZONING BYLAW-FLOODPLAIN MANAGEMENT To see if the Town will vote to amend the Zoning Bylaw to identify a designated Community Floodplain Administrator(FPA); or act in any other manner in relation to. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: This article would identify and designate a Community Floodplain Administrator (FPA) in accordance with regulations of the Federal Emergency Management Agency. ARTICLE 43 AMEND ZONING BYLAW- TECHNICAL CORRECTIONS To see if the Town will vote to amend the Zoning Bylaw to allow for the correction of internal references, remove unreferenced definitions, reforinat sections, updates to modernize language; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: These changes are clerical in nature and are not intended to change interpretation of the Zoning bylaw in any substantive way. ARTICLE 44 AMEND ZONING BYLAW-USE AND GENERAL REGULATIONS To see if the Town will vote to amend the Zoning Bylaw(including Table 1,Permitted Uses and Development Standards; § 5.1 Off-street Parking and Loading; §9.5, Site Plan Review; and§10,Definitions)to allow for beneficial changes identified in the Hartwell Innovation Park drafting process and updates from the 2020 Special Town Meeting(such as Short-Term Rentals and requirements from the Attorney General review); or act any other manner in relation thereto. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: This article would amend any issues in the zoning bylaw or table of uses identified during other amendments of the Zoning Bylaw,which may include adding Short Term Rentals. ARTICLE 45 AMEND ZONING BYLAW&ZONING MAP-HARTWELL INNOVATION PARK To see if the Town will vote to amend the Zoning Bylaw and Zoning Map to create a new Hartwell Innovation Park (C-HIP) Zoning District comprising the CM- Manufacturing Zoning District and portions of the GC- Government Civic Zoning District, add new Special District Regulations, and amend related zoning sections of the Zoning Bylaw, including the Table of Uses; Dimensional Controls, and General Regulations; or act in any other manner in relation thereto. (Inserted by the Select Board at the request of the Planning Board) DESCRIPTION: This article would amend the Zoning Bylaw and Zoning Map to create a new Hartwell Innovation Park(C-HIP)Zoning District,which will include a new Bylaw section and amendments to the existing zoning. 19 And you are directed to serve this warrant seven days at least before the time of said meeting as provided in the Bylaws of the Town. Hereof fail not, and make due return on this warrant, with your doings thereon, to the Town Clerk, on or before the time of said meeting. Given under our hands at Lexington this 25th day of January 2021. Douglas M. Lucente,Chair Select Board Joseph N.Pato Suzanne E. Barry of Jill I. Hai Mark D. Sandeen Lexington A true copy,Attest: Constable of Lexington 20 `OVS mol? p� 1775 �C i _ w X APRIL 19" �FxINC', ' APPENDIX A Town of Lexington MODERATOR DEBORAH BROWN January 11,2021 DELIVERED BY EMAIL Dear Select Board Members, In view of the ongoing COVID-19 pandemic and the ongoing federal, state and local advisories to practice social distancing and avoid the congregation of crowds,I request approval to conduct the proposed 2021 Annual Town Meeting, scheduled to commence Monday,March 22, 2021 through remote participation.I propose to use a combination of. (1)the Zoom videoconferencing platform, (2)the online VVoter module provided by our electronic voting vendor, Option Technologies OR comparable online voting tool developed by Select Board member Joe Pato, and(3)an online queuing function developed by Select Board member Joe Pato to facilitate the process of debate. I certify that,with the assistance of Select Board Chair Doug Lueente, Select Board member Joe Pato, Town Meeting Members' Association Chair Ben Moroze, and members of Town staff,I have tested all components of the system described above and am satisfied that this system will enable our meetings to be conducted in substantially the same manner as if they had occurred in person at a physical location. I certify that the system(i) allows the moderator,town meeting members,town officials and any other interested members of the public to identify and hear the moderator and each town meeting member who attends and participates in the remote meeting,as well as any other individuals who participate in the meeting; (ii)provides the ability to determine whether a quorum is present; (iii) allows participants to request recognition by the moderator and makes such requests visible to the meeting participants and the public; (iv) allows the moderator to determine when a town meeting member wishes to be recognized to speak,make a motion, or raise a point of order or personal privilege; (v)enables the moderator to recognize a town meeting member,town official or other individual and enable that person to speak; (vi) provides the ability to conduct a roll call or electronically recorded vote; (vii)allows any interested members of the public to access the meeting remotely through LexMedia for purposes of witnessing the deliberations and actions taken at the town meeting; (viii)allows members of the public to participate in debate through the submission of statements for or against a motion; and(ix)provides for the town meeting to be recorded and available for future viewing. I further confirm that I have consulted with Lexington's Commission on Disability regarding system accessibility. Sincerely, Deborah Brown Town Moderator 617-512-7901 1625 MASSACHUSETTS AVENUE•LEXINGTON,MASSACHUSETTS 02420 21 2021 Annual Town Meeting Potential Consent Agenda Articles Board of Selectmen Article 6: Senior Services Program Article 10e: CPA Debt Services Article 1Of. CPA Administrative Budget Article 11: Recreation Capital Article 12a: Transportation Mitigation Article 12c: Townwide Culvert Replacement Article 12d: Equipment Replacement Article 12e: Sidewalk Improvements Article 12h: Street Improvements Article 12i: Hydrant Replacement Program Article 12m Cary Library Network upgrade Article 13: Water System Improvements Article 14: Wastewater Improvements Article 15: Appropriate for School Capital Projects and Equipment Article 16a: Public Facilities Bid Documents Article 16b: Facility and Site improvements-Building Flooring program and School Paving Program Article 16c: Public Facilities Mechanical/Electrical System Replacements Article 16d: Municipal Building Envelopes and Associated Systems Article 16f: School Building Envelopes and Associated Systems Article 18: Rescind Prior Borrowing Authorizations Article 20: Unpaid bills 1 1/22/2021 Article 23 Appropriate from Debt Service Stabilization Fund Article 25: Amend Borrowing Authorization Conservation Land Acquisition Article 29: Increase in Recreation Committee Membership Add if IP'd Article 22: Appropriate for Authorized Capital Improvements 2 1/22/2021 ti a as a ti a A H z z U a A FG d O WAa C7 z F� d O � AF" WO O � a � wa U d d o N o 0 0 0 o F '✓�' �' O O °� ct Q N ' CG bA C toct > Y m O G cz C-AO 4.1 N N O O F cz O � } U P d 2 w C d d d d d d W Q O d � Q o o0 01 r N 0 N b� x � a a A F z z a A x 0 w aFwc � y U y � y y ,lmQ)Q'' d y U ^a bA � `i' � bq � �. � •� cC EL 5 i. 8 O 73 Y U m C13 C7 o ti x0.4 cz 3 U x w w w w W CA cn U cis a. 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