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2021-02-08 SB Packet - Released
SELECT BOARD MEETING Monday, February 8, 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 times. TOWN MANAGER REPORT CONSENT AGENDA 1. Approve and Sign Proclamation- Recognition ofAnnunziata"Nancy" Martellucci's 104th Birthday 2. Change Name of 20/20 Vision Committee to "Vision for Lexington Committee" 3. Approve Easement for 1050 Waltham Street ITEMS FOR INDIVIDUAL CONSIDERATION 1. Public Hearing and Vote to Layout Penny Lane, Winding Road and Luongo Farm 7:10pm as a Public Ways 2. Update on Hosmer House Request For Proposal 7:20pm 3. COVID-19 Update 7:40pm • Strategies, Implementation, Community Response Actions and Reopening Efforts Related to COVID-19 Guidelines and Directives 4. Update on Next Steps for Social Racial Equity Initiatives 7:50pm 5. Approve the Sale of Bonds and Notes 7:55pm 6. Close Public Hearing and Vote on the Notice of Transfer-Parent Company of 8:05pm RCN 7. Update on 2021 Annual Town Meeting Warrant Article 30 - Full Inclusion 8:10pm Resolution 8. Update on 2021 Annual Town Meeting Warrant Article 35 -Amend Scenic Roads 8:25pm Bylaw(Citizen Petition) 9. Update on 2021 ATM Warrant Articles 32, 33 and 34 8:40pm . Article 32:Amend General Bylaws - Receive Appraised Value for Removed Trees . Article 33:Amend General Bylaws -Tree Bylaw: Data Collection and Education . Article 34:Amend General Bylaws -Tree Bylaw Fees and Mitigation Payments 10. Update on 2021 ATM Warrant Article 28 - Reducing Noise From Landscaping 8:50pm Equipment 11. 2021 Annual Town Meeting-Article Presenters, Discussion, & Positions 9:05pm 12. Approve the FY2022 Recommended Budget 9:15pm SELECT BOARD MEMBER CONCERNS AND LIAISON REPORTS ADJOURN 1. Anticipated Adjournment 9:35pm *as per Executive Order regarding remote participation:https://www.mass.gov/doc/open-meeting- law-order-march-12-2020/download Members of the public can view the meeting webinar from their computer or tablet by clicking on the following link at the time of the meeting: https://zoom.us/j/97747141478?pwd=TEtod3dUQ 1 VT U2dEbjhDbXhgb W 1vQT 09 iPhone one-tap: +13126266799„97747141478# or+19294362866„97747141478# Telephone: +1 301 715 8592 or+1 312 626 6799 Webinar ID:977 4714 1478 P asscode: 429051 The next regularly scheduled meeting of the Select Board will be held by remote participation on Monday, February 22, 2021 at 7:00pm. Hearing Assistance Devices Available on Request � All agenda time and the order of items are approximate and IlJ � 111a subject to change. Recorded by LexMedia AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve and Sign Proclamation- Recognition of Annunziata "Nancy" Martellucci's 104th Birthday PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.1 SUMMARY: The Select Board is being asked to approve and sign a proclamation in recognition ofAnnunizata "Nancy" Martellucci's 104th birthday. Ms. Martellucci has been a resident of Lexington for the past 46 years. SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 ATTACHMENTS: Description Type D 20211 Anrm.unziatr"Nancy"mata,rhaad", ]100th IKrtlhday Q"ruck nmtYon 1 ackup Matoria1 � pWpPoMTy� Eown of lexi IgtDTI, awa�ny" SELECT BOARD OFFICE PROCLAMATION Whereas: Annunziata Martellucci, known to her friends and family as "Nancy", celebrated her 104th birthday on January 17, 2021; and Whereas: Nancy was born in Gaeta, Italy, and in 1937, at the age of 20, travelled on the SS Rex ocean liner alone to meet her future husband for the first time in person. Nancy and Albert, who lived in East Cambridge, Massachusetts, exchanged letters for three years when he asked her to marry him; and Whereas: Nancy and Albert owned and ran the Martellucci Market in East Cambridge and raised three children: Albert F., Louise, and Robert; and Whereas: Nancy and her husband purchased a home and moved to Lexington, Massachusetts in 1974 after retiring. They enjoyed many years there, and after his passing, she still resides in that same home with her daughter and son-in-law; and Whereas: Nancy's family, including four grandchildren and four great-grandchildren, celebrate with love her 104th birthday. NOW, THEREFORE, WE, THE SELECT BOARD of the Town of Lexington, Massachusetts, do hereby recognize: Annunziata "Nancy"Martellucci on the occasion of her One Hundred Fourth birthday on January 17, 2021 and wish her well on this auspicious occasion. IN WITNESS WHEREOF, we have set our hands and caused the seal of Lexington to be affixed herewith on the 8th day of February. DOUGLAS M.LUCENTE,CHAIR JOSEPH N.PATO SUZANNE E.BARRY JILL I.HAI MARK D.SANDEEN AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Change Name of 20/20 Vision Committee to "Vision for Lexington Committee" PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.2 SUMMARY: At their January 29, 2021 meeting, the Vision 20/20 Committee voted to request that the Select Board change the committee name from Vision 20/20 to: Vision for Lexington. The Board is asked to approve changing the name Vision 20/20 Committee name to be now be Vision for Lexington Committee. SUGGESTED MOTION: Move to approve the consent. FOLLOW-UP: Select Board Office DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve Easement for 1050 Waltham Street PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair C.3 SUMMARY: This is related to a drainage easement referenced in the MO with Greatland Realty on 1050 Waltham Street. The easement was drafted by Town Counsel and has been executed by the property owner. To facilitate signing and keeping this project moving, it is drafted for the Town Manager to sign as authorized by the Select Board. The Board is being asked to authorize the Town Manager to sign the 1050 Waltham Street- Drainage Easement Agreement. SUGGESTED MOTION: Move to approve the consent Select Board authorization for Town Manager to sign the 1050 Waltham Street Drainage Easement Agreement.. FOLLOW-UP: Town Manager DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 ATTACHMENTS: Description Type QDi tY)ag o knsontiunmt C:h Ver monnu> GREATLAND Greatland Realty Partners One Federal Street, Suite 1810 Boston, MA 02110 (857) 209-8202 LALW�W. re�atland�artne�rs.com� James Malloy Town Manager Town Office Building 1625 Massachusetts Ave Lexington, MA 02420 RE: 1050 Waltham Street—Easement Agreement Dear Jim, Enclosed please find an easement agreement for a drain line at the above reference property. We are granting this easement to the Town pursuant to the MOU for the project, which was approved by the Select Board on March 9, 2020. Please countersign (and notarize)this document on behalf of the Town, and let us know when it is ready for pick up by us so we can record the fully executed copy at the Registry of Deeds. You can contact me at 617-413-5763 and/or ksheehan@greatiandpartners.com. Thank you very much. Best, Kevin Sheehan Managing Partner EASEMENT AGREEMENT THIS EASEMENT AGREEMENT(this "Agreement") is entered into this day of '2021,by and between Revolution Labs Owner LLC,a Delaware limited liability company,having an address of c/o Greatland Realty Partners, One Federal Street, 18' Floor,Boston MA 02110(the"Grantor")and the Town of Lexington,acting by and through its Select Board, a municipal corporation with an address of Town Office Building, 1625 Massachusetts Avenue,Lexington,Massachusetts 02420(the"Town"). WHEREAS,pursuant to that certain deed dated October 22,2020 and recorded with the Middlesex South District Registry of Deeds(the"Registry")at Book 75953,Page 125, Grantor is the owner of that certain parcel of land known and numbered as 1050 Waltham Street, Lexington,Middlesex County,Massachusetts(the"Grantor's Land"),which Grantor's Land is shown as"PARCEL AREA=225,622 SQ. FT. (5.18 ACRES)"on that certain plan entitled "Easement Plan of Land in Lexington Massachusetts Prepared for Greatland Realty Partners" Prepared by VHB,Inc. dated January 25,2021 (the"Plan"), a copy of which is attached hereto as Exhibit A; WHEREAS,the Town is the owner of the parcel of land shown as"Waltham Street (Public 60' Wide)"on the Plan(the"Town Land"); WHEREAS the Grantor's predecessor in interest and the Town executed a Memorandum of Understanding dated March 9,2020,recorded MSRD October 7,2020 Book 75 831 Page 190 which in Section V. Access and Utility Easements,requires an access drainage easement from the Grantor to the Town; WHEREAS, the Grantor has agreed to convey to the Town, and the Town has agreed to accept,an access and utility easement over a portion of the Grantor's Land shown as"Drain Easement Area"on the Plan(the"Easement Area"),on the terms more particularly described in this Agreement. NOW,THEREFORE,in consideration of the mutual covenants contained herein, and for other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the parties hereto agree as follows: {A0615699.1} 1. The Grantor hereby grants the Town a permanent, non-exclusive easement appurtenant to and for the benefit of the Town Land,on,over,under,through,across,within,and upon the Easement Area, for the benefit of the Town and its employees, agents,representatives, contractors, and invitees. 2. Such right and easement shall be utilized for the following purposes(collectively, the "Permitted Use"): (i) location,placement, installation,construction,operation,maintenance, repair,removal and replacement of drainage facilities and appurtenances of every type and kind for the purpose of a subsurface drainage connection within the Easement Area and(ii)the permanent right of entry upon and passage over the Grantor's Land and said Easement Area with any and all material and equipment necessary from time to time for all purposes stated herein and uses incidental thereto. 3. In exercising its rights hereunder,the Town shall use reasonable efforts to minimize any interference with the Grantor's use of the Grantor's Land. The Town hereby agrees to properly maintain and keep in good order any drainage facilities within the Easement Area. Whenever any surface is disturbed by the Town by authority of this Agreement,the surface shall be restored to substantially its condition prior to such disturbance to the extent practicable and to the extent that the surface is not impacted by a drainage facility permitted hereunder. 4. The Grantee agrees not to use the Easement Area in any manner that might materially interfere with the uses or purposes of this Agreement. Above grade site improvements,including sidewalks,plazas, stairs,walls,plantings, signs and other site furnishings may be located in the setback area, subject to approval by the Town of Lexington Engineering Division. 5. The Grantor agrees not to grant any other easements, leases,deeds, licenses or any other rights to the Grantor's Land that will interfere with Town's perpetual easement without the prior written consent of the Town. Any easement, lease,deed,license,or any other rights granted in violation of this provision shall be null and void. 6. All rights and privileges granted herein, including all benefits and burdens, shall run with the Grantor's Land and the Town Land and shall be binding upon and inure to the benefit of the parties hereto,their respective heirs, successors, assigns, and legal representatives. 7. The Grantor warrants and represents that it has the sole and exclusive right to grant the Easement,and that there are no mortgages or encumbrances of record or otherwise on the Grantor's Land that will negatively impact this Agreement and the rights and easements established hereby. 8. If any term or provision of this Agreement becomes illegal,null,or void for any reason,or is held by any court of competent jurisdiction to be so,the remaining terms and provisions will remain in full force and effect. This Agreement may be executed in counterparts. 2 9. The Grantor warrants and represents that the individual executing this Agreement is duly authorized and fully qualified to execute this Agreement on its behalf. The Town warrants and represents that the individual executing this Agreement is duly authorized and fully qualified to execute this Agreement on its behalf,pursuant to a vote taken under Article 42 of the Annual Town Meeting held on June 1,2020,a copy of which is recorded herewith. [Signature Pages Follow] 3 EXECUTED under seal as of the date first written above. Revolution Labs Owner LLC,a Delaware limited liability company By: .�4m' I-Mt& Name: Kevin Shee an Its: Authorized Real Property Signatory COMMONWEALTH OF MASSACHUSETTS COUNTY OF On this day of L I"` 2021,before me,the undersigned notary public, personally appeared Kevin Sheeh proved to me through satisfactory evidence of identification,which were `' ,to be the person whose name is signed on the preceding or attached document and acknowledged to me that(he)(she) signed it voluntarily for its stated purpose as Authorized Real Property Signatory for Revolution Labs Owner LLC,a Delaware limited liability company. Notary ublic My Commission Expires: STEPHAIW RIOS & Notary Public 1 ,� (Ylassachuselis My Commission Expires pe,�s 4 ACCEPTANCE OF EASEMENT AGREEMENT The Town of Lexington, acting by and through its Select Board,hereby accepts the foregoing Easement Agreement from BH GRP 1050 Waltham Owner LLC, a Delaware limited liability company,pursuant to the vote taken under Article 42 of the Town Meeting held on June 1, 2020 and the vote of the Select Board taken on copies of which are recorded herewith. TOWN OF LEXINGTON By its Select Board By: Name: James J. Malloy Title: Town Manager,duly authorized COMMONWEALTH OF MASSACHUSETTS On this day of 9 2021,before me,the undersigned notary public, personally appeared James J. Malloy,Town Manager of the Town of Lexington,proved to me through satisfactory evidence of identification,which was personal knowledge,to be the person whose name is signed on the preceding or attached document and acknowledged to me that he signed it voluntarily for its stated purpose as Town Manager of the Town of Lexington. Notary Public My Commission Expires: 5 EXHIBIT A PLAN a a � Keegill e I Pitt I� I� i" IE o CC7� I ?oZ P3 s Erni tl � i� E � I I gag q $ mw�Mw.w TOWN g s _ C1tt Of WALTNAM a xzrsw-w xerarnw n a m m n s R s � o = Z2E $ � $ o& m > O I P a I AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Public Hearing and Vote to Layout Penny Lane, Winding Road and Luongo Farm as a Public Ways PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair I.1 SUMMARY: The hearing, originally scheduled for 1/25/21 was rescheduled to 2/8/21. This hearing is to receive comments/concerns about laying out Penny Lane, Winding Road and Luongo Farm Road as public ways. Attached are the street acceptance plans. A vote is being requested on this agenda item. SUGGESTED MOTION: Move to approve to layout Penny Lane, Winding Road and Luongo Farm Road as public ways and recommend acceptance at the 2021 Annual Town Meeting. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 7:10pm ATTACHMENTS: Description Type 1 uon Igp Qrana Street Acceptance llk r Rackup Matorrian WY)drmg;Road mmd Penny Lome Stroot Aa,coptmmco llk mr Rackup Mlmtorrim( D WVY) h)g,,,Roa mmd Penny Loma SullhrdMY;Yon.llm:m. Gworr Mom) N 2 i5 �1 _ n Fn' wFnS n may_ 0 0 e m Q Qwq c� w o' w C�h qn "p po 000mo w a 3_lo ; ao w w w w o ^ � z w a ones c se e dhcc C.oa 8� I z VJ W12 �����7 —— N El SEW oW W� o WW y z� e a o _.s ,n.as ozzsN m,er r�rsN _... zeznsN _ ('33,S nvay QVOXd A[—VM17711f �a cconF sr U� � w 0 48 „£ Z E- m� o=gym 'W` w a _n�o .erc oW C e — ° Q}e i crorz .� c ss as o6 Fad o�3oa m 462 .5 _ wll•fir I I s `� ° - m.'�i FWD mli _ _ ryry5'6ro — , F o ") ,L33�,LS�,LAlOIK33X.� of V p of I nllry �� £{„e,L07 tnnlie I e II _--sash zll — -1 gl 8 553�vs —� z o n -4 �t x E, w to Oo I po oti�o �� �OKz_ Np I — I I x � I of I I am NI ° I cconF sr U� � w 0 o=gym 'W` w a usaom mule � rc°a= s 48 e0 9 W�n C roE55r p ° a� A, I hg °o Js al u����lll Off� Nom' m� o - -m'nllll F��I ogllo oee of I Qle o zoo �rry111.e I e ollllm ml 1u3u35tl3_531�tlsi_liwll_ —. �I — .. I� ell 8�'w °° � mllh mllo yl Im M.cic—N_ o� z w NLL 'e m Np- I I I I °mo of I I am NI ° I r ° P!d t aP p 41 W -- ---- ------------ ------------------------- ---------------- 'g ------- ------ . --- - -------------- �" "»�� � .oswrol>a a•ia,i.Yon >�,donee �, l y •,;1 [ s �� ��$ p IN \� k �dfl M6Y.�r— R Ab SW ii'2\ ` 9 3.=1,PfLM.Le'Y59 l - 1 k�� a 4.r� '� � ��" -�_�•� �____-y-__ ".firms � � mN r WINDING ROAD AN E?s r FRkk'MON'C 5Thkh'T �N <g Dov e3i39'y � 5t c�� ��'t nay �, �H�a; ��,�`� ��b �� �r ( _��•0.aai$, I��� I�'ii ����y\ R srlt, eR` lk HI: �g l 8 3 \ R sad ; Hti �3' '7a g " - —- ,a•no sm<iarLrziseFr ror cAsrtkrr enFhn:J e � ,g�fT� ��$ o y_a a ra Wg WR RM �a8s4 '?ad „ N jg ssa mm �� a�R 9 get "a V. 0 t m c sz N3 g,a 7 r w WINDING ROAD o m n a i MERIDIAN PROPERTY RIGHTS' PLAN OF LAND Rf 15 fr- c/ren) noe umrrr ensrzrsr+rs u+R; ASSOCIATES C� C�!l!�T A rr LOCATED IN 6/rt/1) ftENSE I'XOr'E.RiY UNEs MW: Co ? ] J1�i 1�M1rlc"1 I EXINGTON, MASSACfiUSE7T5 6 nem v ¢ev r.,lns. uemrsor915 }'+oxo cl;lunrrsmsel (MIDDLk'4EX COUNTY) 11. + s/ns/!�wo xchsrays�o+++15 slicer F•A _eeYlo plat amaw -xsrll,�nn,a+ote�.-oma c/3o/!r ruo an,svxs to r,� slicer t jV WwWM�=,flr0.lnNa�4��cou PREPARED FOR 0/]3/t)wn re[si.Covex,Wi AfiEA r)ds nE.vC sx s.rFaric+� cEccrcm ar.x.nnxAnr 167-178-177 CRBAH STY.E'ET, LLC ID•�` onn oesaerriwr ev AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on Hosmer House Request For Proposal PRESENTER: ITEM NUMBER: Jim Malloy, Town Manager 1.2 SUMMARY: As the Board is aware, we have an open bid on the RFP on the Hosmer House. Based on the Select Board's discussion, the bidder had met with the abutters, but his proposal was not received well. At this point, as we still have a planned police station project we also need to consider the reality that the structure may need to be demolished and the Town has a demolition delay bylaw(12 months). Note(2/8) - This actually will need to go through the Historic Districts Commission (HDC)per their guidelines. Based upon where the Town is at relative to the Hosmer House and Police Station projects, I am recommending that the Board (a)reject allbids on the Hosmer House relocation RFP; and (b) authorize the Town Manager to submit a demolition permit to the Historical Commission to begin the time clock on the demolition delay. Note(2/8)-See comment above The Town Manager will be on the March HDC Agenda to discuss with the HDC. As the Board is aware, the demolition delay bylaw is intended to give owners of historic structures and opportunity to work on alternatives to demolition, which is what we will continue to do. Should the Board agree with this recommendation, I will continue to work with the group that has been working on this and will bring back a recommendation on rebidding that may include some different options. Given the HDC guidelines, the Select Board may want to meet with the HDC in a joint meeting to discuss prior to making a decision on this bid. SUGGESTED MOTION: Move to reject allbids on the Hosmer House Relocation RFP. Move to authorize the Town Manager to submit a demolition permit application to the Historical Commission to demolish the Hosmer House. FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 7:20pm AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: COVID-19 Update PRESENTER: ITEM NUMBER: Jim Malloy, Town Manager 1.3 SUMMARY: SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 7:40pm ATTACHMENTS: Description Type COVID-19 UPDATE 2/5/21 Updated Public Health Information (as of 2/4/21): • 937 Confirmed (cumulative) Cases in Town of which 32 are new active cases. • On the attached report, I removed the daily count figures from the report since it's nearly a year, it has made the report longer than may be necessary. I have instead included in the monthly summary with the Month-To-Date (MTD) information that was previously on the right side of the first page of the larger spreadsheet. If the Board prefers to have the daily information, I can continue to provide it. 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 2/16 (will reassess on 2/10). • We continue to have a regular, COVID-19 conference call every Wednesday morning at 9 AM with the Senior Management Team and Health Officials. • The link to the Town's dashboard on the Town's website can be viewed here: Irtt : rJ t I................ ..................................t......�....u....r..J......i.......... C . ..1�......g..!ting0 rLr.r .�. . . r .................... �.................9..2..8.a.....4.6..r.r......8..5.4.8. .... • The Working Group is finalizing the plans and EDS policy update 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 are working with Arlington and Belmont to regionalize some of the aspects of vaccination administration and are finalizing details on a vaccination site in Lexington at the high school fieldhouse and have laid out a 10 station vaccination site. At this time, we will not be opening a site in Lexington until sufficient vaccine doses are available. At this time, each community is being provided 100 doses per week (300 for the 3 towns of Arlington, Lexington and Belmont)which can be administered in approximately 3 hours at one site (which will continue to be the existing site in Arlington). We have sent out notices that allow for pre-registration for residents that are eligible under Phase II and are working on re-opening our limited EOC so that we can have a single telephone number residents can call and will be pushing additional information out. • On vaccinations, I want to make sure the Board (and the public, I will mention this during the update at the Select Board meeting) understands the limitations the Town is currently under related to administering the vaccine as well as the mixed message we are getting from the State and Federal Governments. Right now, the State is continuing to provide the Town with only 100 doses per week at the same time the Federal government (through FEMA) has estimated the Town will be expected to vaccinate 36%of the population. Some simple math shows that equates to vaccinating approximately 12,000 residents and at 100 doses per week, we would not complete this task until July (of 2023). We are continuing to prepare to manage a town vaccination center, but for immediacy, given the low number of doses the Town is receiving it should be made clear to residents that they need to go through the State's registration program and go to one of the"super sites" or to a private provider or pharmacy when they are eligible as this is how the State has chosen to manage the vaccine program for the pandemic. In addition to the regular attachments to this report, I am attaching a report (produced on 2/4/21)from Becker's Hospital Review using data from the CDC (as of 2/3/21)that shows the percentage of vaccine doses delivered to each state vs. the number administered and ranks states based on their effectiveness. You will need to go toward the bottom of the list in that report to find MA(44 of 50). Total Cases by Month MTD Data State 1st State: 507,166 4 Days March 6,620 41 April 55,585 5,116 May 34,760 6,882 June 11,917 5,098 July 6,220 956 Aug 8,997 1,246 Sept 10,969 1,254 Oct 24,768 2,687 Nov 63,808 4,416 Dec 141,116 19,127 Jan 138,700 16,010 Feb MTD 9,021 9,021 Town 1st Town: 937 4 Days March 27 2 April 229 10 May 54 16 June 11 5 July 14 5 Aug 6 - Sept 13 2 Oct 26 - Nov 47 3 Dec 247 18 Jan 231 - Feb MTD 32 32 * Does not include the adjustment made by the Commonwealth on 7/6 0-� <9 .......... L.................................. .............. Liiii............ .......... ,Lill"I'l V) L ro II _0 V) o oc'o'. 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The 's data tracker compiles data from healthcare facilities and public health authorities. It updates daily to report the total number of COVID-19 vaccines that have been distributed to each state and the total number each state has administered. As of 6 a.m. EST Feb. 3, a total of 55,943,800 vaccine doses have been distributed in the U.S., and 33,878,254 have been administered, or 60.56 percent. That means about 10.27 percent of the U.S. population has received a vaccine. Additionally, 27,154,956 people have received their first dose of the vaccine, and 6,436,931 have received the full two doses. Below are the states ranked by the percentage of COVID-19 vaccines they've administered of those that have been distributed to them. Some numbers may not reflect the actual number of vaccines administered, as coding proble s and data lags have hindered efforts to accurately count and publicly report how many doses are administered daily in some states. 1. North Dakota Doses distributed to state: 122,050 Doses administered: 103,572 Percentage of distributed vaccines that have been administered: 84.86 2. West Virginia Doses distributed to state: 328,600 Doses administered: 268,065 Percentage of distributed vaccines that have been administered: 81 .58 3. New Mexico Doses distributed to state: 356,150 Doses administered: 284,830 Percentage of distributed vaccines that have been administered: 79.97 4. Connecticut Doses distributed to state: 608,600 Doses administered: 465,008 Percentage of distributed vaccines that have been administered: 76.41 ....� �. 11 5. South Dakota 1„ Doses distributed to state 147,600 I��ff"\(IeM(\A( bs9 tff. usesfMe lGl�ff�i?�., ���x t.�,9§ t'&)( "ff'dev,,,&YYC ':I&(.As rY(,',J er-Y,,,a Yf`e Y(C''xu br(",',�m(s, rg �� Percentage of distributed vaccines that have been administered: 75.18 6. South Carolina Doses distributed to state: 682,700 Doses administered: 479,202 Percentage of distributed vaccines that have been administered: 70.19 7. Montana Doses distributed to state: 157,275 Doses administered: 110,374 Percentage of distributed vaccines that have been administered: 70.18 8. Delaware Doses distributed to state: 154,700 Doses administered: 107,544 Percentage of distributed vaccines that have been administered: 69.52 9. Utah Doses distributed to state: 471 ,575 Doses administered: 324,636 Percentage of distributed vaccines that have been administered: 68.84 10. Oklahoma Doses distributed to state: 675,850 Doses administered: 462,440 Percentage of distributed vaccines that have been administered: 68.42 11. New Jersey Doses distributed to state: 1 ,252,250 Doses administered: 851,721 Percentage of distributed vaccines that have been administered: 68.02 12. Virginia Doses distributed to state: 1 ,370,975 Doses administered: 922,940 Percentage of distributed vaccines that have been administered: 67.32 13. Nevada Doses distributed to state: 417,875 Doses administered: 279,471 Percentage of distributed vaccines that have been administered: 66.88 UD 14. Washington Doses distributed to state: 1 ,163,675 11:11;)a:,^m,,a ^.1 a m,„” �,,;i ii"u°i li iis.0 li^m,,a It it�°:,o��,,;i: �"'4;i„15 �;;��`!� 11 Percentage of distributed vaccines that have been administered: 65.82 15. Vermont Doses distributed to state: 113,625 Doses administered: 74,718 Percentage of distributed vaccines that have been administered: 65.76 16. Colorado Doses distributed to state: 940,800 Doses administered: 617,125 Percentage of distributed vaccines that have been administered: 65.60 17. Louisiana Doses distributed to state: 746,550 Doses administered: 488,960 Percentage of distributed vaccines that have been administered: 65.50 18. Arkansas Doses distributed to state: 499,325 Doses administered: 322,447 Percentage of distributed vaccines that have been administered: 64.58 19. Maine Doses distributed to state: 226,275 Doses administered: 145,786 Percentage of distributed vaccines that have been administered: 64.43 20. Oregon Doses distributed to state: 706,575 Doses administered: 454,269 Percentage of distributed vaccines that have been administered: 64.29 21. Michigan Doses distributed to state: 1 ,629,000 Doses administered: 1 ,042,268 Percentage of distributed vaccines that have been administered: 63.98 22. Tennessee Doses distributed to state: 1 ,043,575 Doses administered: 657,819 Percentage of distributed vaccines that have been administered: 63.04 UD 23. Texas Doses distributed to state: 4,214,900 ^m,,a ^.1 a m,„” �,,;i ii"u°i li iis.0 li^m,,a It it�°:,o��,,;i 4.i„1'„� 4,i 11 Percentage of distributed vaccines that have been administered: 62.94 24. North Carolina Doses distributed to state: 1 ,643,800 Doses administered: 1 ,026,683 Percentage of distributed vaccines that have been administered: 62.46 25. Wyoming Doses distributed to state: 97,750 Doses administered: 60,775 Percentage of distributed vaccines that have been administered: 62.17 26. New York Doses distributed to state: 3,241 ,250 Doses administered: 2,003,170 Percentage of distributed vaccines that have been administered: 61 .80 27. Kentucky Doses distributed to state: 719,200 Doses administered: 435,400 Percentage of distributed vaccines that have been administered: 60.54 28. Minnesota Doses distributed to state: 919,975 Doses administered: 552,701 Percentage of distributed vaccines that have been administered: 60.08 29. Ohio Doses distributed to state: 1 ,812,025 Doses administered: 1,085,391 Percentage of distributed vaccines that have been administered: 59.90 30. Iowa Doses distributed to state: 446,825 Doses administered: 266,777 Percentage of distributed vaccines that have been administered: 59.71 31. Georgia Doses distributed to state: 1 ,638,700 Doses administered: 975,038 Percentage of distributed vaccines that have been administered: 59.50 UD 32. Wisconsin Doses distributed topp state: 922,900 s e";;;ium;;�''�V��,.,ti s.„� f,°Mu"���„��';;;o'. „�°,;;o'�,.,ti „' ln.{ .�N,�..,P �f1 Percentage of distributed vaccines that have been administered: 59.40 33. New Hampshire Doses distributed to state: 235,250 Doses administered: 138,271 Percentage of distributed vaccines that have been administered: 58.78 34. Florida Doses distributed to state: 3,658,975 Doses administered: 2,133,168 Percentage of distributed vaccines that have been administered: 58.30 35. California Doses distributed to state: 6,343,925 Doses administered: 3,671 ,316 Percentage of distributed vaccines that have been administered: 57.87 36. Indiana Doses distributed to state: 1 ,106,550 Doses administered: 637,745 Percentage of distributed vaccines that have been administered: 57.63 37. Rhode Island Doses distributed to state: 176,650 Doses administered: 101 ,474 Percentage of distributed vaccines that have been administered: 57.44 38. Maryland Doses distributed to state: 958,575 Doses administered: 546,409 Percentage of distributed vaccines that have been administered: 57.00 39. Hawaii Doses distributed to state: 253,150 Doses administered: 143,686 Percentage of distributed vaccines that have been administered: 56.76 40. Nebraska Doses distributed to state: 332,525 Doses administered: 188,285 Percentage of distributed vaccines that have been administered: 56.62 UD 41. Illinois Doses distributed to pp state: 1 ,986,725 Pf°;iu��';;;o'";;;iu m,;"''�V��,J s.„� ".��� f';iu��„��';;;o'. „�°,;;o'�,.,ti: �� ��C)”' �, „'......... ercentage of distributed vaccines that have been administered: 55.80 42. Arizona Doses distributed to state: 1 ,181 ,000 Doses administered: 656,040 Percentage of distributed vaccines that have been administered: 55.55 43. Alaska Doses distributed to state: 229,975 Doses administered: 125,765 Percentage of distributed vaccines that have been administered: 54.69 44. Massachusetts Doses distributed to state: 1 ,156,375 Doses administered: 625,477 Percentage of distributed vaccines that have been administered: 54.09 45. Pennsylvania Doses distributed to state: 2,143,150 Doses administered: 1,158,091 Percentage of distributed vaccines that have been administered: 54.04 46. Idaho Doses distributed to state: 245,925 Doses administered: 132,384 Percentage of distributed vaccines that have been administered: 53.83 47. Missouri Doses distributed to state: 904,250 Doses administered: 482,112 Percentage of distributed vaccines that have been administered: 53.32 48. Mississippi Doses distributed to state: 484,850 Doses administered: 250,905 Percentage of distributed vaccines that have been administered: 51 .75 49. Kansas Doses distributed to state: 470,800 Doses administered: 241 ,156 Percentage of distributed vaccines that have been administered: 51 .22 UD 50. Alabama 1r° Doses distributed" top � state: 765,150 „� 4.„ s e"m';ium;;''V�,.;u I'.I ". "C'iu�„R';;;o'"„R°°;o'�,.;u 1J ��....,�o�., ,..�.„�,.o., s,„..s..,,a.,,�o., a.„,.'.I ...,I”m.„�..,..”.., ..o�., ...,I s..,,�.„�,.�.„�,.”s,„ o�., m.„� ..,.,„ ...,I,, ...,I.. 1ICI�� ....'N'SIC;' ����,o ��,.�����,o ����,m�o�d,�e,,�����,o 4����II ���„� w��u��, �i,�„9�,�����,����,o���„� �/moo"°������,.���,.� ������,o w��u ��,���m�o�d���, ���m�o�d��/����,o �i,�„9����,o�'�k;o �� m�o�d,���„� � ��w��u��,����,o ����,o���„�. ,u�„�������,u) a a CM CM ca c .- >,. calot '®' a a >� — vs to ®V U — v W O 0 � `� `� CL E L 0 to D.c@ L cts N M O N ° + ° 0) 4-5c •- _ U) Q >+ Q •° mom r_ L- ° v QU 0 OQ. 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Q O E _ E n v � � a) U a) o) E O Q — o c U � U o0 c _ ° � _ 00Q� > ACL '� � U Q ° O m -1U � � a a)Q `� o +r 70L E /1 70 o70 0Z � � — Q.� i.l� � J c°n O = > L� ° E i O Q�— i 0 - d C — 2U -0 CL Q = 0 (1) 0 Q 0 O p t N) >' 0- �� '� ap t E m to O OO++ O LLn m m Q) L L - C Q•(� L � O N L (J Q LL (0 � V +�+ 0. O+O+ O p) O O �+aL+ C O O V O = O N ' Q O > E U N z Ec - � � E � a) ccEL � � N L v vii LL a) � � $ E a) Esc/) vyi E � � E `� a) E = � '� ° a) 0 i O E O U c 0 v O +� a) > 0 0 0 0 L O O �+ a) M a d 2WJ � a) UU) UU � LLM(L) U25 � U20 0- 0 a) a) I i i J U i i (n i i i i i i i i i i i i i i i CO U 2 z-i AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on Next Steps for Social Racial Equity Initiatives PRESENTER: ITEM NUMBER: Kelly Axtell, Deputy Town Manager 1.4 SUMMARY: Kelly Axtell will provide an update on the Social Racial Equity Initiatives. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 7:50pm AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve the Sale of Bonds and Notes PRESENTER: ITEM NUMBER: Carolyn Kosnoff,Assistant Town Manager for Finance 1.5 SUMMARY: A vote is requested for this agenda item. On Wednesday, February 3, 2021, the Town sold $5,530,000 of general obligation bonds and $2,774,347 of general obligation bond anticipation notes (BANS). Moody's conducted a review of the bond sale and rated the Bonds Aaa which is the highest rating that can be obtained by a municipality. A copy of the press release is attached. The 10-year bond was issued to finance ongoing capital programs including water and sewer infrastructure replacements, signalization improvements, DPW equipment replacement, school technology, and the Pelham Road street and sidewalk improvements. The Town received two competitive bids for the bonds. The bids, based on a calculation of the true interest cost(TIC), which takes into consideration the amount of the issue, coupon rate, underwriting discount and offering premium. The high bid was a TIC of.4986% and the low bid was .4453%. The low bidder was Fidelity Capital Markets, whose TIC of.4453% included a premium of$1,106,224. This premium was applied to reduce the par value of the issuance on the day of the sale, which resulted in a net resized issuance of $4,645,000 and net proceeds to the Town of$5,604,392. The$2.774M of notes were issued primarily as the 5th and final roll-forward of short-term financing for the land purchases at 20 Pelham Road and 171/173 Bedford St. These notes are expected be fully paid down at maturity on February 11, 2022. Five bids were submitted for the notes. The bids, based on a calculation of the net interest cost(NIC), which takes into consideration the amount of the issue, coupon rates and offering premium, ranged from a high of .5692% to a low of.2916%. The low bidder was TD Securities, whose NIC of.2916% included a premium of $33,430. SUGGESTED MOTION: I move: that the sale of the $4,645,000 General Obligation Municipal Purpose Loan of 2021 Bonds of the Town dated February 11, 2021 (the"Bonds") to Fidelity Capital Markets, a Division of National Financial Services LLC at the price of$5,604,392.75 and accrued interest is hereby approved and confirmed. The Bonds shall be payable on February 1 of the years and in the principal amounts and bear interest at the respective rates, as follows: Interest Interest Year Amount Rate Year Amount Rate 2022 $600,000 5.00% 2027 $380,000 5.00% 2023 600,000 5.00 2028 375,000 5.00 2024 590,000 5.00 2029 370,000 4.00 2025 590,000 5.00 2030 370,000 5.00 2026 400,000 5.00 2031 370,000 4.00 And Further: to approve the sale of$2,774,347 1.50 percent General Obligation Bond Anticipation Notes of the Town dated February 12, 2021 and payable February 11, 2022(the"Notes") to TD Securities (USA) LLC, at par and accrued interest, plus a premium of$33,430.88. And Further: that in connection with the marketing and sale of the Bonds, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated January 28, 2021 and a final Official Statement dated February 3, 2021, each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. And Further: that in connection with the marketing and sale of the Notes, the preparation and distribution of a Notice of Sale and Preliminary Official Statement dated January 29, 2021 and a final Official Statement dated February 3, 2021, each in such form as may be approved by the Town Treasurer, be and hereby are ratified, confirmed, approved and adopted. And Further: that any certificates or documents relating to the Bonds (collectively, the"Documents"), may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document; delivery of an executed counterpart of a signature page to a Document by electronic mail in a".pdf'file or by other electronic transmission shall be as effective as delivery of a manually executed counterpart signature page to such Document; and electronic signatures on any of the Documents shall be deemed original signatures for the purposes of the Documents and all matters relating thereto, having the same legal effect as original signatures. And Further: that the Town Treasurer and the Select Board be, and hereby are, authorized to execute and deliver continuing and significant events disclosure undertakings in compliance with SEC Rule 15c2-12 in such forms as may be approved by bond counsel to the Town, which undertakings shall be incorporated by reference in the Bonds and Notes, as applicable, for the benefit of the holders of the Bonds and Notes from time to time. And Further: that we authorize and direct the Town Treasurer to establish post issuance federal tax compliance procedures and continuing disclosure procedures in such forms as the Town Treasurer and bond counsel deem sufficient, or if such procedures are currently in place, to review and update said procedures, in order to monitor and maintain the tax-exempt status of the Bonds and Notes and to comply with relevant securities laws. And Further: that each member of the Select Board, the Town Clerk and the Town Treasurer be and hereby are, authorized to take any and all such actions, and execute and deliver such certificates, receipts or other documents as may be determined by them, or any of them, to be necessary or convenient to carry into effect the provisions of the foregoing votes. FOLLOW-UP: Select Board to sign bond paperwork. Bond closing is scheduled for June 11, 2020. DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 7:55pm ATTACHMENTS: Description Type D Rmal liki Rosub,, Rackup Matoria( D Rmal Rosut Sunmyuy. Rackup Matoria( D Moody's Pn>,,,,, Rokmso Rackup Matoria( D BAN liki Rosub,, Rackup Matoria( D BA N pu rpos es, Rackup Matoria( 2/3/2021 PARITY Result Screen I Milli I IN MINI I III Wire Inbox Parity Calendar C�11) a ... .01111;� 11:03:20 a.m. EDST Upcoming Calendar I OverviewCompare Summary Bid Results Lexington (Town) $5,530,000 General Obligation Municipal Purpose Loan of 2021 Bonds The following bids were submitted using PARITA and displayed ranked by lowest TIC. Click on the name of each bidder to see the respective bids. Bid Award* Bidder Name TIC Lei Ca ita Markets 0.445343 ....... Robert air Coos Inc, 0.498662 *Awarding the Bonds to a specific bidder will provide you with the Reoffering Prices and Yields. https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parityResult&customer-TM3&issue_key_no=306569&sec_type=BD 1/1 2/3/2021 PARITY Bid Form Upcoming Calendar Overview Result .....Excel Fidelity Capital Markets - Boston , MA's Bid m '•' Lexington (Town) $5,530,000 General Obligation Municipal Purpose Loan of 2021 Bonds For the aggregate principal amount of$5,530,000.00, we will pay you $6,636,224.15, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the foliowin rate (s): Maturity Date Amount$ Coupon % Yield % Dollar Price 02/01/2022 750M 5.0000 0.1000 104.760 02/01/2023 750M 5.0000 0.1100 109.631 02/01/2024 745M 5.0000 0.1300 114.442 02/01/2025 745M 5.0000 0.1700 119.113 02/01/2026 440M 5.0000 0.2300 123.568 02/01/2027 420M 5.0000 0.2900 127.866 02/01/2028 420M 5.0000 0.4100 131.517 02/01/2029 420M 4.0000 0.53001 127.052 02/01/2030 J 420M 5.0000 0.6500 137.852 02/01/2031 420M 4.0000 0.7200 131.507 Total Interest Cost: $1,240,202.78 Premium: $1,106,224.15 Net Interest Cost: $133,978.63 TIC: 0.445343 Time Last Bid Received On:02/03/2021 10:59:57 EST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Fidelity Capital Markets, Boston , MA Contact: Dan Noonan Title: Vice-President Telephone:781-820-8150 Fax: 617-692-5949 https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parityBidform&customer=TM3&issue_key_no=306569&bid_no=5&sec_type=BD&bi... 1/1 2/3/2021 PARITY Bid Form Robert W. Baird & Co., Inc. - Red Bank , NJ's Bid m '' Lexington (Town) $5,530,000 General Obligation Municipal Purpose Loan of 2021 Bonds For the aggregate principal amount of$5,530,000.00,we will pay you $6,694,048.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the folio Ing rate (s): 102/01/2E02644 y Date Amount$ Coupon % Yield % Dollar Price 2022 750M 5.0000 0.1100 104.750 2023 750M 5.0000 0.1200 109.610 2024 745M 5.0000 0.1400 114.409 2025 745M 5.0000 0.1800 119.069 2026 440M 5.0000 0.2300 123.568 2027 420M 5.0000 0.3000 127.798 2028 420M 5.0000 0.4300 131.356 /2029 420M 5.0000 0.5500 134.663 /2030 420M 5.0000 0.6500 137.852 /2031 420M5.0000 0.7500 140.762 Total Interest Cost: $1,315,569.44 Premium: $1,164,048.00 Net Interest Cost: $151,521.44 TIC: 0.498662 Time Last Bid Received On:02/03/2021 10:40:48 EST This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. Bidder: Robert W. Baird &Co., Inc., Red Bank, NJ Contact: charles massaro Title: director Telephone:732-576-4410 Fax: 732-576-4420 https://www.newissuehome.i-deal.com/Parity/asp/main.asp?page=parityBidform&customer=TM3&issue_key_no=306569&bid_no=3&sec_type=BD&bi... 1/1 HilltopSecurities A Hilltop Holdings Company. TABLE OF CONTENTS Town of Lexington,Massachusetts General Obligation Municipal Purpose Loan of 2021 Bonds Report Page General Obligation Municipal Purpose Loan of 2021 Bonds Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Bond Maturity Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Proof of Arbitrage Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Lexington Police Station Rebuild-Design Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Equipment Replacement Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Townwide Signalization Improvements Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Pelham Road Sidewalk and Roadway Improvements Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 LPS Technology Program Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Public Facilities Mechanical/Electrical System Replacements Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 DPW Equipment Replacement Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Water Distribution System Improvements Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Water System Improvements Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Pump Station Upgrades Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Wastewater System Improvements Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) HilltopSecurities A Hilltop Holdings Company. SOURCES AND USES OF FUNDS Town of Lexington,Massachusetts General Obligation Municipal Purpose Loan of 2021 Bonds Sources: General Fund Water Fund Sewer Fund Total Bond Proceeds: Par Amount 2,578,000.00 1,487,000.00 580,000.00 4,645,000.00 Premium 493,167.70 336,236.65 129,988.40 959,392.75 3,071,167.70 1,823,236.65 709,988.40 5,604,392.75 Uses: General Fund Water Fund Sewer Fund Total Project Fund Deposits: Retire Maturing Notes 2,330,000.00 600,000.00 700,000.00 3,630,000.00 New Money 700,000.00 1,200,000.00 - 1,900,000.00 3,030,000.00 1,800,000.00 700,000.00 5,530,000.00 Delivery Date Expenses: Cost of Issuance 35,231.74 20,321.80 7,926.46 63,480.00 Underwriter's Discount 4,534.63 2,615.59 1,020.19 8,170.41 39,766.37 22,937.39 8,946.65 71,650.41 Other Uses of Funds: Rounding Amount 1,401.33 299.26 1,041.75 2,742.34 3,071,167.70 1,823,236.65 709,988.40 5,604,392.75 Feb 3,2021 11:32 am Prepared by HilltopSecurities-Public Finance(mem) Page 1 HilltopSecurities A Hilltop Holdings Company. BOND SUMMARY STATISTICS Town of Lexington,Massachusetts General Obligation Municipal Purpose Loan of 2021 Bonds Dated Date 02/11/2021 Delivery Date 02/11/2021 Last Maturity 02/01/2031 Arbitrage Yield 0.419041% True Interest Cost(TIC) 0.450937% Net Interest Cost(NIC) 0.516311% All-In TIC 0.701145% Average Coupon 4.707462% Average Life(years) 4.886 Weighted Average Maturity (years) 5.118 Duration of Issue(years) 4.583 Par Amount 4,645,000.00 Bond Proceeds 5,604,392.75 Total Interest 1,068,404.17 Net Interest 117,181.83 Total Debt Service 5,713,404.17 Maximum Annual Debt Service 818,604.17 Average Annual Debt Service 572,931.89 Underwriter's Fees(per$1000) Average Takedown - Other Fee 1.758969 Total Underwriter's Discount 1.758969 Bid Price 120.478414 Par Average Average Bond Component Value Price Coupon Life Bond Component 4,645,000.00 120.654 4.707% 4.886 4,645,000.00 4.886 All-In Arbitrage TIC TIC Yield Par Value 4,645,000.00 4,645,000.00 4,645,000.00 +Accrued Interest - - - +Premium(Discount) 959,392.75 959,392.75 959,392.75 -Underwriter's Discount (8,170.41) (8,170.41) -Cost of Issuance Expense (63,480.00) -Other Amounts - - - Target Value 5,596,222.34 5,532,742.34 5,604,392.75 Target Date 02/11/2021 02/11/2021 02/11/2021 Yield 0.450937% 0.701145% 0.419041% Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 3 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts General Obligation Municipal Purpose Loan of 2021 Bonds Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 106,179.17 106,179.17 - 02/01/2022 600,000 5.000% 112,425.00 712,425.00 - 06/30/2022 - - - - 818,604.17 08/01/2022 - - 97,425.00 97,425.00 - 02/01/2023 600,000 5.000% 97,425.00 697,425.00 - 06/30/2023 - - - - 794,850.00 08/01/2023 - - 82,425.00 82,425.00 - 02/01/2024 590,000 5.000% 82,425.00 672,425.00 - 06/30/2024 - - - - 754,850.00 08/01/2024 - - 67,675.00 67,675.00 - 02/01/2025 590,000 5.000% 67,675.00 657,675.00 - 06/30/2025 - - - - 725,350.00 08/01/2025 - - 52,925.00 52,925.00 - 02/01/2026 400,000 5.000% 52,925.00 452,925.00 - 06/30/2026 - - - - 505,850.00 08/01/2026 - - 42,925.00 42,925.00 - 02/01/2027 380,000 5.000% 42,925.00 422,925.00 - 06/30/2027 - - - - 465,850.00 08/01/2027 - - 33,425.00 33,425.00 - 02/01/2028 375,000 5.000% 33,425.00 408,425.00 - 06/30/2028 - - - - 441,850.00 08/01/2028 - - 24,050.00 24,050.00 - 02/01/2029 370,000 4.000% 24,050.00 394,050.00 - 06/30/2029 - - - - 418,100.00 08/01/2029 - - 16,650.00 16,650.00 - 02/01/2030 370,000 5.000% 16,650.00 386,650.00 - 06/30/2030 - - - - 403,300.00 08/01/2030 - - 7,400.00 7,400.00 - 02/01/2031 370,000 4.000% 7,400.00 377,400.00 - 06/30/2031 - - - - 384,800.00 41645,000 1,068,404.17 5,713,404.17 5,713,404.17 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 4 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts General Obligation Municipal Purpose Loan of 2021 Bonds Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 600,000 5.000% 0.100% 104.760 02/01/2023 600,000 5.000% 0.110% 109.631 02/01/2024 590,000 5.000% 0.130% 114.442 02/01/2025 590,000 5.000% 0.170% 119.113 02/01/2026 400,000 5.000% 0.230% 123.568 02/01/2027 380,000 5.000% 0.290% 127.866 02/01/2028 375,000 5.000% 0.410% 131.517 02/01/2029 370,000 4.000% 0.530% 127.052 02/01/2030 370,000 5.000% 0.650% 137.852 02/01/2031 370,000 4.000% 0.720% 131.507 4,645,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 4,645,000.00 Premium 959,392.75 Production 5,604,392.75 120.654311% Underwriter's Discount (8,170.41) (0.175897%) Purchase Price 5,596,222.34 120.478414% Accrued Interest - Net Proceeds 5,596,222.34 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 5 e 2 \ \\\\\\\\\\ \ / E f )\ },,,,,,,, \ ~ /\ m J)® ) } \ � / ƒ / J` � : cz ) )`- / t = m § \ \ ; \ . . . . . . }\\ \ / j m 7 \�\ - y ; r& [ --------- g \j\ } \ (jj rrrrrrrr \ ecz \ . . . . . . \ ° & s . . . . . . � % � 9 ) \ z \\\\\\\\\\ \ 2 \ � 4 HilltopSecurities A Hilltop Holdings Company. PROOF OF ARBITRAGE YIELD Town of Lexington,Massachusetts General Obligation Municipal Purpose Loan of 2021 Bonds Present Value to 02/11/2021 Date Debt Service Total @ 0.4190412562% 08/01/2021 106,179.17 106,179.17 105,969.49 02/01/2022 712,425.00 712,425.00 709,531.50 08/01/2022 97,425.00 97,425.00 96,826.44 02/01/2023 697,425.00 697,425.00 691,690.92 08/01/2023 82,425.00 82,425.00 81,576.40 02/01/2024 672,425.00 672,425.00 664,110.65 08/01/2024 67,675.00 67,675.00 66,698.47 02/01/2025 657,675.00 657,675.00 646,829.70 08/01/2025 52,925.00 52,925.00 51,943.42 02/01/2026 452,925.00 452,925.00 443,595.31 08/01/2026 42,925.00 42,925.00 41,952.90 02/01/2027 422,925.00 422,925.00 412,482.99 08/01/2027 33,425.00 33,425.00 32,531.58 02/01/2028 408,425.00 408,425.00 396,677.01 08/01/2028 24,050.00 24,050.00 23,309.38 02/01/2029 394,050.00 394,050.00 381,116.79 08/01/2029 16,650.00 16,650.00 16,069.86 02/01/2030 386,650.00 386,650.00 372,397.53 08/01/2030 7,400.00 7,400.00 7,112.32 02/01/2031 377,400.00 377,400.00 361,970.10 5,713,404.17 5,713,404.17 5,604,392.75 Proceeds Summary Delivery date 02/11/2021 Par Value 4,645,000.00 Premium(Discount) 959,392.75 Target for yield calculation 5,604,392.75 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 7 HilltopSecurities A Hilltop Holdings Company. FORM 8038 STATISTICS Town of Lexington,Massachusetts General Obligation Municipal Purpose Loan of 2021 Bonds Dated Date 02/11/2021 Delivery Date 02/11/2021 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 02/01/2022 600,000.00 5.000% 104.760 628,560.00 600,000.00 02/01/2023 600,000.00 5.000% 109.631 657,786.00 600,000.00 02/01/2024 590,000.00 5.000% 114.442 675,207.80 590,000.00 02/01/2025 590,000.00 5.000% 119.113 702,766.70 590,000.00 02/01/2026 400,000.00 5.000% 123.568 494,272.00 400,000.00 02/01/2027 380,000.00 5.000% 127.866 485,890.80 380,000.00 02/01/2028 375,000.00 5.000% 131.517 493,188.75 375,000.00 02/01/2029 370,000.00 4.000% 127.052 470,092.40 370,000.00 02/01/2030 370,000.00 5.000% 137.852 510,052.40 370,000.00 02/01/2031 370,000.00 4.000% 131.507 486,575.90 370,000.00 4,645,000.00 5,604,392.75 4,645,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 02/01/2031 4.000% 486,575.90 370,000.00 - - Entire Issue - - 5,604,392.75 4,645,000.00 5.1176 0.4190% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 71,650.41 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 8 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Lexington Police Station Rebuild-Design Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 11,805.56 11,805.56 - 02/01/2022 125,000 5.000% 12,500.00 137,500.00 - 06/30/2022 - - - - 149,305.56 08/01/2022 - - 9,375.00 9,375.00 - 02/01/2023 125,000 5.000% 9,375.00 134,375.00 - 06/30/2023 - - - - 143,750.00 08/01/2023 - - 6,250.00 6,250.00 - 02/01/2024 125,000 5.000% 6,250.00 131,250.00 - 06/30/2024 - - - - 137,500.00 08/01/2024 - - 3,125.00 3,125.00 - 02/01/2025 125,000 5.000% 3,125.00 128,125.00 - 06/30/2025 - - - - 131,250.00 500,000 61,805.56 561,805.56 561,805.56 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 9 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Lexington Police Station Rebuild-Design Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 125,000 5.000% 0.100% 104.760 02/01/2023 125,000 5.000% 0.110% 109.631 02/01/2024 125,000 5.000% 0.130% 114.442 02/01/2025 125,000 5.000% 0.170% 119.113 500,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 500,000.00 Premium 59,932.50 Production 559,932.50 111.986500% Underwriter's Discount (879.48) (0.175896%) Purchase Price 559,053.02 111.810604% Accrued Interest - Net Proceeds 559,053.02 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 10 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Equipment Replacement Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 708.33 708.33 - 02/01/2022 10,000 5.000% 750.00 10,750.00 - 06/30/2022 - - - - 11,458.33 08/01/2022 - - 500.00 500.00 - 02/01/2023 10,000 5.000% 500.00 10,500.00 - 06/30/2023 - - - - 11,000.00 08/01/2023 - - 250.00 250.00 - 02/01/2024 5,000 5.000% 250.00 5,250.00 - 06/30/2024 - - - - 5,500.00 08/01/2024 - - 125.00 125.00 - 02/01/2025 5,000 5.000% 125.00 5,125.00 - 06/30/2025 - - - - 5,250.00 30,000 3,208.33 33,208.33 33,208.33 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 11 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Equipment Replacement Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 10,000 5.000% 0.100% 104.760 02/01/2023 10,000 5.000% 0.110% 109.631 02/01/2024 5,000 5.000% 0.130% 114.442 02/01/2025 5,000 5.000% 0.170% 119.113 30,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 30,000.00 Premium 3,116.85 Production 33,116.85 110.389500% Underwriter's Discount (52.77) (0.175900%) Purchase Price 33,064.08 110.213600% Accrued Interest - Net Proceeds 33,064.08 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 12 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Townwide Signalization Improvements Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 15,866.67 15,866.67 - 02/01/2022 70,000 5.000% 16,800.00 86,800.00 - 06/30/2022 - - - - 102,666.67 08/01/2022 - - 15,050.00 15,050.00 - 02/01/2023 70,000 5.000% 15,050.00 85,050.00 - 06/30/2023 - - - - 100,100.00 08/01/2023 - - 13,300.00 13,300.00 - 02/01/2024 70,000 5.000% 13,300.00 83,300.00 - 06/30/2024 - - - - 96,600.00 08/01/2024 - - 11,550.00 11,550.00 - 02/01/2025 70,000 5.000% 11,550.00 81,550.00 - 06/30/2025 - - - - 93,100.00 08/01/2025 - - 9,800.00 9,800.00 - 02/01/2026 70,000 5.000% 9,800.00 79,800.00 - 06/30/2026 - - - - 89,600.00 08/01/2026 - - 8,050.00 8,050.00 - 02/01/2027 70,000 5.000% 8,050.00 78,050.00 - 06/30/2027 - - - - 86,100.00 08/01/2027 - - 6,300.00 6,300.00 - 02/01/2028 70,000 5.000% 6,300.00 76,300.00 - 06/30/2028 - - - - 82,600.00 08/01/2028 - - 4,550.00 4,550.00 - 02/01/2029 70,000 4.000% 4,550.00 74,550.00 - 06/30/2029 - - - - 79,100.00 08/01/2029 - - 3,150.00 3,150.00 - 02/01/2030 70,000 5.000% 3,150.00 73,150.00 - 06/30/2030 - - - - 76,300.00 08/01/2030 - - 1,400.00 1,400.00 - 02/01/2031 70,000 4.000% 1,400.00 71,400.00 - 06/30/2031 - - - - 72,800.00 700,000 178,966.67 878,966.67 878,966.67 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 13 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Townwide Signalization Improvements Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 70,000 5.000% 0.100% 104.760 02/01/2023 70,000 5.000% 0.110% 109.631 02/01/2024 70,000 5.000% 0.130% 114.442 02/01/2025 70,000 5.000% 0.170% 119.113 02/01/2026 70,000 5.000% 0.230% 123.568 02/01/2027 70,000 5.000% 0.290% 127.866 02/01/2028 70,000 5.000% 0.410% 131.517 02/01/2029 70,000 4.000% 0.530% 127.052 02/01/2030 70,000 5.000% 0.650% 137.852 02/01/2031 70,000 4.000% 0.720% 131.507 700,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 700,000.00 Premium 159,115.60 Production 859,115.60 122.730800% Underwriter's Discount (1,231.28) (0.175897%) Purchase Price 857,884.32 122.554903% Accrued Interest - Net Proceeds 857,884.32 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 14 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Pelham Road Sidewalk and Roadway Improvements Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 22,666.67 22,666.67 - 02/01/2022 100,000 5.000% 24,000.00 124,000.00 - 06/30/2022 - - - - 146,666.67 08/01/2022 - - 21,500.00 21,500.00 - 02/01/2023 100,000 5.000% 21,500.00 121,500.00 - 06/30/2023 - - - - 143,000.00 08/01/2023 - - 19,000.00 19,000.00 - 02/01/2024 100,000 5.000% 19,000.00 119,000.00 - 06/30/2024 - - - - 138,000.00 08/01/2024 - - 16,500.00 16,500.00 - 02/01/2025 100,000 5.000% 16,500.00 116,500.00 - 06/30/2025 - - - - 133,000.00 08/01/2025 - - 14,000.00 14,000.00 - 02/01/2026 100,000 5.000% 14,000.00 114,000.00 - 06/30/2026 - - - - 128,000.00 08/01/2026 - - 11,500.00 11,500.00 - 02/01/2027 100,000 5.000% 11,500.00 111,500.00 - 06/30/2027 - - - - 123,000.00 08/01/2027 - - 9,000.00 9,000.00 - 02/01/2028 100,000 5.000% 9,000.00 109,000.00 - 06/30/2028 - - - - 118,000.00 08/01/2028 - - 6,500.00 6,500.00 - 02/01/2029 100,000 4.000% 6,500.00 106,500.00 - 06/30/2029 - - - - 113,000.00 08/01/2029 - - 4,500.00 4,500.00 - 02/01/2030 100,000 5.000% 4,500.00 104,500.00 - 06/30/2030 - - - - 109,000.00 08/01/2030 - - 2,000.00 2,000.00 - 02/01/2031 100,000 4.000% 2,000.00 102,000.00 - 06/30/2031 - - - - 104,000.00 1,000,000 255,666.67 1,255,666.67 1,255,666.67 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 15 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Pelham Road Sidewalk and Roadway Improvements Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 100,000 5.000% 0.100% 104.760 02/01/2023 100,000 5.000% 0.110% 109.631 02/01/2024 100,000 5.000% 0.130% 114.442 02/01/2025 100,000 5.000% 0.170% 119.113 02/01/2026 100,000 5.000% 0.230% 123.568 02/01/2027 100,000 5.000% 0.290% 127.866 02/01/2028 100,000 5.000% 0.410% 131.517 02/01/2029 100,000 4.000% 0.530% 127.052 02/01/2030 100,000 5.000% 0.650% 137.852 02/01/2031 100,000 4.000% 0.720% 131.507 1,000,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 1,000,000.00 Premium 227,308.00 Production 1,227,308.00 122.730800% Underwriter's Discount (1,758.97) (0.175897%) Purchase Price 1,225,549.03 122.554903% Accrued Interest - Net Proceeds 1,225,549.03 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 16 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts LPS Technology Program Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 3,494.44 3,494.44 - 02/01/2022 38,000 5.000% 3,700.00 41,700.00 - 06/30/2022 - - - - 45,194.44 08/01/2022 - - 2,750.00 2,750.00 - 02/01/2023 40,000 5.000% 2,750.00 42,750.00 - 06/30/2023 - - - - 45,500.00 08/01/2023 - - 1,750.00 1,750.00 - 02/01/2024 35,000 5.000% 1,750.00 36,750.00 - 06/30/2024 - - - - 38,500.00 08/01/2024 - - 875.00 875.00 - 02/01/2025 35,000 5.000% 875.00 35,875.00 - 06/30/2025 - - - - 36,750.00 148,000 17,944.44 165,944.44 165,944.44 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 17 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts LPS Technology Program Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 38,000 5.000% 0.100% 104.760 02/01/2023 40,000 5.000% 0.110% 109.631 02/01/2024 35,000 5.000% 0.130% 114.442 02/01/2025 35,000 5.000% 0.170% 119.113 148,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 148,000.00 Premium 17,405.45 Production 165,405.45 111.760439% Underwriter's Discount (260.33) (0.175899%) Purchase Price 165,145.12 111.584541% Accrued Interest - Net Proceeds 165,145.12 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 18 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Public Facilities Mechanical/Electrical System Replacements Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 2,361.11 2,361.11 - 02/01/2022 20,000 5.000% 2,500.00 22,500.00 - 06/30/2022 - - - - 24,861.11 08/01/2022 - - 2,000.00 2,000.00 - 02/01/2023 20,000 5.000% 2,000.00 22,000.00 - 06/30/2023 - - - - 24,000.00 08/01/2023 - - 1,500.00 1,500.00 - 02/01/2024 20,000 5.000% 1,500.00 21,500.00 - 06/30/2024 - - - - 23,000.00 08/01/2024 - - 1,000.00 1,000.00 - 02/01/2025 20,000 5.000% 1,000.00 21,000.00 - 06/30/2025 - - - - 22,000.00 08/01/2025 - - 500.00 500.00 - 02/01/2026 20,000 5.000% 500.00 20,500.00 - 06/30/2026 - - - - 21,000.00 100,000 14,861.11 114,861.11 114,861.11 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 19 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Public Facilities Mechanical/Electrical System Replacements Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 20,000 5.000% 0.100% 104.760 02/01/2023 20,000 5.000% 0.110% 109.631 02/01/2024 20,000 5.000% 0.130% 114.442 02/01/2025 20,000 5.000% 0.170% 119.113 02/01/2026 20,000 5.000% 0.230% 123.568 100,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 100,000.00 Premium 14,302.80 Production 114,302.80 114.302800% Underwriter's Discount (175.90) (0.175900%) Purchase Price 114,126.90 114.126900% Accrued Interest - Net Proceeds 114,126.90 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 20 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts DPW Equipment Replacement Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 2,361.11 2,361.11 - 02/01/2022 25,000 5.000% 2,500.00 27,500.00 - 06/30/2022 - - - - 29,861.11 08/01/2022 - - 1,875.00 1,875.00 - 02/01/2023 25,000 5.000% 1,875.00 26,875.00 - 06/30/2023 - - - - 28,750.00 08/01/2023 - - 1,250.00 1,250.00 - 02/01/2024 25,000 5.000% 1,250.00 26,250.00 - 06/30/2024 - - - - 27,500.00 08/01/2024 - - 625.00 625.00 - 02/01/2025 25,000 5.000% 625.00 25,625.00 - 06/30/2025 - - - - 26,250.00 100,000 12,361.11 112,361.11 112,361.11 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 21 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts DPW Equipment Replacement Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 25,000 5.000% 0.100% 104.760 02/01/2023 25,000 5.000% 0.110% 109.631 02/01/2024 25,000 5.000% 0.130% 114.442 02/01/2025 25,000 5.000% 0.170% 119.113 100,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 100,000.00 Premium 11,986.50 Production 111,986.50 111.986500% Underwriter's Discount (175.90) (0.175900%) Purchase Price 111,810.60 111.810600% Accrued Interest - Net Proceeds 111,810.60 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 22 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Water Distribution System Improvements Annual Period Debt Debt Ending Principal Coupon Interest Service Service 08/01/2021 - - 13,600 13,600 - 02/01/2022 60,000 5.000% 14,400 74,400 - 06/30/2022 - - - - 88,000 08/01/2022 - - 12,900 12,900 - 02/01/2023 60,000 5.000% 12,900 72,900 - 06/30/2023 - - - - 85,800 08/01/2023 - - 11,400 11,400 - 02/01/2024 60,000 5.000% 11,400 71,400 - 06/30/2024 - - - - 82,800 08/01/2024 - - 9,900 9,900 - 02/01/2025 60,000 5.000% 9,900 69,900 - 06/30/2025 - - - - 79,800 08/01/2025 - - 8,400 8,400 - 02/01/2026 60,000 5.000% 8,400 68,400 - 06/30/2026 - - - - 76,800 08/01/2026 - - 6,900 6,900 - 02/01/2027 60,000 5.000% 6,900 66,900 - 06/30/2027 - - - - 73,800 08/01/2027 - - 5,400 5,400 - 02/01/2028 60,000 5.000% 5,400 65,400 - 06/30/2028 - - - - 70,800 08/01/2028 - - 3,900 3,900 - 02/01/2029 60,000 4.000% 3,900 63,900 - 06/30/2029 - - - - 67,800 08/01/2029 - - 2,700 2,700 - 02/01/2030 60,000 5.000% 2,700 62,700 - 06/30/2030 - - - - 65,400 08/01/2030 - - 1,200 1,200 - 02/01/2031 60,000 4.000% 1,200 61,200 - 06/30/2031 - - - - 62,400 600,000 153,400 753,400 753,400 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 23 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Water Distribution System Improvements Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 60,000 5.000% 0.100% 104.760 02/01/2023 60,000 5.000% 0.110% 109.631 02/01/2024 60,000 5.000% 0.130% 114.442 02/01/2025 60,000 5.000% 0.170% 119.113 02/01/2026 60,000 5.000% 0.230% 123.568 02/01/2027 60,000 5.000% 0.290% 127.866 02/01/2028 60,000 5.000% 0.410% 131.517 02/01/2029 60,000 4.000% 0.530% 127.052 02/01/2030 60,000 5.000% 0.650% 137.852 02/01/2031 60,000 4.000% 0.720% 131.507 600,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 600,000.00 Premium 136,384.80 Production 736,384.80 122.730800% Underwriter's Discount (1,055.38) (0.175897%) Purchase Price 735,329.42 122.554903% Accrued Interest - Net Proceeds 735,329.42 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 24 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Water System Improvements Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 20,140.28 20,140.28 - 02/01/2022 92,000 5.000% 21,325.00 113,325.00 - 06/30/2022 - - - - 133,465.28 08/01/2022 - - 19,025.00 19,025.00 - 02/01/2023 90,000 5.000% 19,025.00 109,025.00 - 06/30/2023 - - - - 128,050.00 08/01/2023 - - 16,775.00 16,775.00 - 02/01/2024 90,000 5.000% 16,775.00 106,775.00 - 06/30/2024 - - - - 123,550.00 08/01/2024 - - 14,525.00 14,525.00 - 02/01/2025 90,000 5.000% 14,525.00 104,525.00 - 06/30/2025 - - - - 119,050.00 08/01/2025 - - 12,275.00 12,275.00 - 02/01/2026 90,000 5.000% 12,275.00 102,275.00 - 06/30/2026 - - - - 114,550.00 08/01/2026 - - 10,025.00 10,025.00 - 02/01/2027 90,000 5.000% 10,025.00 100,025.00 - 06/30/2027 - - - - 110,050.00 08/01/2027 - - 7,775.00 7,775.00 - 02/01/2028 90,000 5.000% 7,775.00 97,775.00 - 06/30/2028 - - - - 105,550.00 08/01/2028 - - 5,525.00 5,525.00 - 02/01/2029 85,000 4.000% 5,525.00 90,525.00 - 06/30/2029 - - - - 96,050.00 08/01/2029 - - 3,825.00 3,825.00 - 02/01/2030 85,000 5.000% 3,825.00 88,825.00 - 06/30/2030 - - - - 92,650.00 08/01/2030 - - 1,700.00 1,700.00 - 02/01/2031 85,000 4.000% 1,700.00 86,700.00 - 06/30/2031 - - - - 88,400.00 887,000 224,365.28 1,111,365.28 1,111,365.28 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 25 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Water System Improvements Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 92,000 5.000% 0.100% 104.760 02/01/2023 90,000 5.000% 0.110% 109.631 02/01/2024 90,000 5.000% 0.130% 114.442 02/01/2025 90,000 5.000% 0.170% 119.113 02/01/2026 90,000 5.000% 0.230% 123.568 02/01/2027 90,000 5.000% 0.290% 127.866 02/01/2028 90,000 5.000% 0.410% 131.517 02/01/2029 85,000 4.000% 0.530% 127.052 02/01/2030 85,000 5.000% 0.650% 137.852 02/01/2031 85,000 4.000% 0.720% 131.507 887,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 887,000.00 Premium 199,851.85 Production 1,086,851.85 122.531212% Underwriter's Discount (1,560.21) (0.175897%) Purchase Price 1,085,291.64 122.355315% Accrued Interest - Net Proceeds 1,085,291.64 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 26 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Pump Station Upgrades Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 4,533.33 4,533.33 - 02/01/2022 20,000 5.000% 4,800.00 24,800.00 - 06/30/2022 - - - - 29,333.33 08/01/2022 - - 4,300.00 4,300.00 - 02/01/2023 20,000 5.000% 4,300.00 24,300.00 - 06/30/2023 - - - - 28,600.00 08/01/2023 - - 3,800.00 3,800.00 - 02/01/2024 20,000 5.000% 3,800.00 23,800.00 - 06/30/2024 - - - - 27,600.00 08/01/2024 - - 3,300.00 3,300.00 - 02/01/2025 20,000 5.000% 3,300.00 23,300.00 - 06/30/2025 - - - - 26,600.00 08/01/2025 - - 2,800.00 2,800.00 - 02/01/2026 20,000 5.000% 2,800.00 22,800.00 - 06/30/2026 - - - - 25,600.00 08/01/2026 - - 2,300.00 2,300.00 - 02/01/2027 20,000 5.000% 2,300.00 22,300.00 - 06/30/2027 - - - - 24,600.00 08/01/2027 - - 1,800.00 1,800.00 - 02/01/2028 20,000 5.000% 1,800.00 21,800.00 - 06/30/2028 - - - - 23,600.00 08/01/2028 - - 1,300.00 1,300.00 - 02/01/2029 20,000 4.000% 1,300.00 21,300.00 - 06/30/2029 - - - - 22,600.00 08/01/2029 - - 900.00 900.00 - 02/01/2030 20,000 5.000% 900.00 20,900.00 - 06/30/2030 - - - - 21,800.00 08/01/2030 - - 400.00 400.00 - 02/01/2031 20,000 4.000% 400.00 20,400.00 - 06/30/2031 - - - - 20,800.00 200,000 51,133.33 251,133.33 251,133.33 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 27 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Pump Station Upgrades Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 20,000 5.000% 0.100% 104.760 02/01/2023 20,000 5.000% 0.110% 109.631 02/01/2024 20,000 5.000% 0.130% 114.442 02/01/2025 20,000 5.000% 0.170% 119.113 02/01/2026 20,000 5.000% 0.230% 123.568 02/01/2027 20,000 5.000% 0.290% 127.866 02/01/2028 20,000 5.000% 0.410% 131.517 02/01/2029 20,000 4.000% 0.530% 127.052 02/01/2030 20,000 5.000% 0.650% 137.852 02/01/2031 20,000 4.000% 0.720% 131.507 200,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 200,000.00 Premium 45,461.60 Production 245,461.60 122.730800% Underwriter's Discount (351.79) (0.175895%) Purchase Price 245,109.81 122.554905% Accrued Interest - Net Proceeds 245,109.81 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 28 HilltopSecurities A Hilltop Holdings Company. BOND DEBT SERVICE Town of Lexington,Massachusetts Wastewater System Improvements Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2021 - - 8,641.67 8,641.67 - 02/01/2022 40,000 5.000% 9,150.00 49,150.00 - 06/30/2022 - - - - 57,791.67 08/01/2022 - - 8,150.00 8,150.00 - 02/01/2023 40,000 5.000% 8,150.00 48,150.00 - 06/30/2023 - - - - 56,300.00 08/01/2023 - - 7,150.00 7,150.00 - 02/01/2024 40,000 5.000% 7,150.00 47,150.00 - 06/30/2024 - - - - 54,300.00 08/01/2024 - - 6,150.00 6,150.00 - 02/01/2025 40,000 5.000% 6,150.00 46,150.00 - 06/30/2025 - - - - 52,300.00 08/01/2025 - - 5,150.00 5,150.00 - 02/01/2026 40,000 5.000% 5,150.00 45,150.00 - 06/30/2026 - - - - 50,300.00 08/01/2026 - - 4,150.00 4,150.00 - 02/01/2027 40,000 5.000% 4,150.00 44,150.00 - 06/30/2027 - - - - 48,300.00 08/01/2027 - - 3,150.00 3,150.00 - 02/01/2028 35,000 5.000% 3,150.00 38,150.00 - 06/30/2028 - - - - 41,300.00 08/01/2028 - - 2,275.00 2,275.00 - 02/01/2029 35,000 4.000% 2,275.00 37,275.00 - 06/30/2029 - - - - 39,550.00 08/01/2029 - - 1,575.00 1,575.00 - 02/01/2030 35,000 5.000% 1,575.00 36,575.00 - 06/30/2030 - - - - 38,150.00 08/01/2030 - - 700.00 700.00 - 02/01/2031 35,000 4.000% 700.00 35,700.00 - 06/30/2031 - - - - 36,400.00 380,000 94,691.67 474,691.67 474,691.67 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 29 HilltopSecurities A Hilltop Holdings Company. BOND PRICING Town of Lexington,Massachusetts Wastewater System Improvements Maturity Bond Component Date Amount Rate Yield Price Bond Component: 02/01/2022 40,000 5.000% 0.100% 104.760 02/01/2023 40,000 5.000% 0.110% 109.631 02/01/2024 40,000 5.000% 0.130% 114.442 02/01/2025 40,000 5.000% 0.170% 119.113 02/01/2026 40,000 5.000% 0.230% 123.568 02/01/2027 40,000 5.000% 0.290% 127.866 02/01/2028 35,000 5.000% 0.410% 131.517 02/01/2029 35,000 4.000% 0.530% 127.052 02/01/2030 35,000 5.000% 0.650% 137.852 02/01/2031 35,000 4.000% 0.720% 131.507 380,000 Dated Date 02/11/2021 Delivery Date 02/11/2021 First Coupon 08/01/2021 Par Amount 380,000.00 Premium 84,526.80 Production 464,526.80 122.243895% Underwriter's Discount (668.40) (0.175895%) Purchase Price 463,858.40 122.068000% Accrued Interest - Net Proceeds 463,858.40 Feb 3,2021 11:33 am Prepared by HilltopSecurities-Public Finance(mem) Page 30 INVESTORS SERVICE Rating Action: Moody's y' assigns as to Ill,,,,,.a liiungton, IIIA "'s GO Bonds; outlook stable 01 I1l,,,,&1b 2021 New York, February 01, 2021 -- Moody's Investors Service has assigned a Aaa rating to the Town of Lexington, Massachusetts'$5.5 million General Obligation Municipal Purpose Loan of 2021 Bonds. Concurrently,we have maintained the Aaa long term rating on the town's outstanding general obligation unlimited tax and general obligation limited tax(COLT) bonds. The outlook is stable. At the same time the town will be issuing approximately$2.8 million of bond anticipation notes. Moody's has not been requested to rate the BAN's. The outstanding general obligation unlimited tax bonds are considered unlimited tax because the entire amount of debt service has been voted to be excluded under Massachusetts' law on the town's ability to increase the property tax levy to pay debt service, referred to as Proposition 2.5. We consider the pledge supporting the outstanding limited tax bonds and the current issues to be general obligation limited tax because not all of the debt service has been excluded under Proposition 2.5. RATINGS RATIONALE The Aaa general obligation unlimited tax rating reflects the town's sizeable and growing tax base, above average wealth and income indicators, and strong financial position with well-funded operating and capital reserves, that will provide operational flexibility over the next few years as the town completes significant capital projects related to education, public safety, and various other public infrastructure projects.The rating also reflects its manageable fixed costs including debt, pension, and OPEB burdens. For additional information please see the credit opinion published in June 2020. The lack of distinction between the GOLT rating and the general obligation unlimited tax rating reflects the town's ability to override the property tax levy cap and the town's pledge of its full faith and credit. The town expects a surplus for fiscal 2020, resulting from revenues from building permits and investments offsetting revenue losses from excise tax.Additionally, expenses were well underbudget with town facility and programs remaining closed due to the pandemic.As of fiscal year end 2020 the town estimates the general stabilization fund operating reserve at a healthy$10 million, similar to the prior year.The available fund balance is expected to increase. Fiscal 2021 budget is on target.The tax levy increased 5.7%to$207 million.The town did not budget for adding to capital and other nonoperational reserves in order to continue to preserve operating flexibility, continuing to demonstrate its strong governance. RATING OUTLOOK The stable outlook represents the town's strong fiscal management including conservative budgeting, adherence to formal policies, multi-year budget forecasting and capital planning.The outlook also includes our expectation that the town will continue to benefit from a growing tax base as well as voter support for debt exclusions. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -Material decline in reserves or liquidity -Significant deterioration of tax base or demographic profile -Material growth in debt burden without Proposition 2.5 exclusions LEGAL SECURITY The GO Bonds are secured by the town's general obligation limited tax pledge as not all debt service is excluded from the levy limitations of Proposition 2.5. USE OF PROCEEDS The GO Bond proceeds will be used to retire$3.6 million of BANs which were used to fund a variety of municipal projects an additional$1.2 million will be issued for water system improvements. PROFILE Located in Middlesex County the Town of Lexington is a wealthy suburb 11 miles northwest of the City of Boston (Aaa stable).As of fiscal 2019 the town had 33,340 residents. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2021 and available at Irnttlps:// .moodys.a;omlireseaira;IrndO(.'Lumeirntc oirnteirntlpage,aslpx? dock :::::PBM 1260094.Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology. REGULATORY DISCLOSURES For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: Irnttlps://w moor'.Sys.a;omlireseairc.,rhdo(.'Lumeirnta;oirnteirntlpage,aslpx? dock :::::RBC 79004. 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Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating. Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Frederick Cullimore Lead Analyst Regional PFG Northeast Moody's Investors Service, Inc. One International Place 100 Oliver St Suite 1400 Boston 02110 US JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Nicholas Lehman Additional Contact Regional PFG Northeast JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Releasing Office: Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 INVESTORS SERVICE ©2021 Moody's Corporation, Moody's Investors Service, Inc., Moody's Analytics, Inc. and/or their licensors and affiliates (collectively, "MOODY'S").All rights reserved. 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OI 61 O N d N o> K n n v v R 3 n n Q N N fH H3 dm.A C � V R d 61 61 a a = v v x 0 oo ao0 o ro s R E o o � g 7 M M R d d N O 0 0 0 0 o N O V O co M NON) z 61 61 M (n O N N N M M (n N O O O O O C M61 a0 1l 1l O 61 (n N z N a0 1�O N W N iO' O z $ O N N r r R aO aO 61 61 (n = 6r,6r,6r,6r, > — � Q c, (O 61 a0(O 61 O M = d M N d N H3 H3 H3 H3 H3 a0 O M a0 O d O E O(O 61 d' a0 MMd P- (O n d M d n E M(O w r-- a. �a w o = z 0 w 0 0 0 0 0 o n o o n O O N o (n co a .N •� nnnn n nnnnn N = = n n n n n mN N N N N = d Ei3 H3 H3 H3 Ei3 O (4 RN O H O W LmN N N N w (e z = N O O O O M M O w N O N N N N z N 04 04 � • • • • C N N N d G = _ O J M J � N R H a U N U U - Z e23 06R .. U O r d r= N N N U C y _ C r R 0 7 7 O N-C 2 m O N -6 3 y R d O � C N Q be a U V100000mw �Oam0 Q ZLL §)) \} - . .\ \ } — _ / ~ . } -1 1./ cD CD S ` Q �I - ) \\ ]] „! boo >0-M, \\\ k` ME tm \ / .\— ® §2;t] / !,;„Im :: AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Close Public Hearing and Vote on the Notice of Transfer - Parent Company of RCN PRESENTER: ITEM NUMBER: Doug Lucente, Select Board Chair 1.6 SUMMARY: The Hearing regarding the application for the transfer of control of RCN Telecom Services of Massachusetts was opened at the January 25, 2021 Select Board meeting and kept open until the February 8, 2021 Select Board meeting to allow for any public feedback. No public comment was submitted to the Select Board by email or by phone regarding this application. The Communication Advisory Committee (CAC) reviewed the application considering the applicant's managerial, technical, financial and legal ability to operate the cable system pursuant to the existing RCN license. The CAC recommended the Select Board approve the application for the transfer of control of RCN Telecom Services of Massachusetts, LLC (`RCN') from Radiate Holdings, L.P. to Stonepeak Associates IV, LLC. A vote is requested of the Board on the application. 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: 2/8/2021 8:05pm ATTACHMENTS: Description Type ❑ FORM 394AppHcatronr Vrrntnsfi:&,rrRCNtoStonrarpa.ak RackrrknMatorrkn( Federal Communications Commission 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 ❑k 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 system'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: F1a. Jurisdiction of incorporation d. Name and address of registered agent in Corporation jurisdiction: b. Date of incorporation: c. for profit or not for profit: F1a. Jurisdiction in which formed: c. name and address of registered agent in Limited Partnership: jurisdiction: b. Date of formation: F1a. Jurisdiction whose laws govern b. Date of formation: General Partnership formation: ❑ Individual Exhibit No. ❑k Other. Describe in an Exhibit II.I 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 Yes 19 No dismissed or denied by any franchise authority? 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 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 Yes No transferee/assignee,as security for loans or contractual performance, provide that: (a)voting rights 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. ❑x 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 / � | ' SECTION V-CERTIFICATIONS Part|- nm All the statements made inthe application and attached exhibits are considered material representations, and all the Exhibits are amaterial part hereof and are incorporated herein aoif set out infull inthe application. 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 V WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE TITLE 18, SECTION 1001. Jeffrey B. Kramp,� PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, —Print—full name Executive Vice President,Secretary and General Counsel Check appropriate classification: Individual General Partner Corporate Officer Other. Explain: (Indicate Title) ' / | PartU- | Al|the statements made inthe application and attached Exhibits are considered material representations, and all the Exhibits are mmaterial part hereof and are incorporated herein anif set out infull inthe application. The transferee/assignee certifies that he/she: � (a) Has current copy ofthe 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. � (o) 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 ordefaults thereunder presently ineffect orongoing. I CERTIFY that the statements in this application are true,| Signature complete and correct to the best of my knowledge and belief and are made in good faith. bate 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) | ` | ! � � 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: Corporate Officer Other.Explain: Individual11 11 General Partner 11 (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 ofthe 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. signanuc 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. .�,-t Due WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE 11/30'20 PUNISHABLE BY FINE AND/OR IMPRISONMENT.U.S.CODE, Print full name TITLE 18,SECTION 1001. Tian McMullen appropriate classification: nDirector Senior Managing Individual General Partner Other.Explain: Corporate Officer (Indicate Title) EXHIBIT LIST Exhibit LL2: Redacted Copy of Securities Purchase Agreement Exhibit LIL1.(c): Additional Contact Persons Exhibit I.II.2: Planned Changes to Terms and Conditions Exhibit IL1: Form of Business Organization of Transferee Exhibit IL2: Ownership Information of Transferee Exhibit IL3: Statement Regarding Qualification to Transact Business Exhibit IL7: 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 LL2: 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 LW, Inc. and Long Nine, Inc., Memorandum Opinion and Order, 17 FCC Rcd. 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 II 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 LIL1.(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.steel2rcn.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 mdover(2kelleydrye.com (202) 730-1334 wwiltshire( hwglaw.com mnilsson( hwglaw.com Exhibit LIL2: 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 ILI: 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 IL2: 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"),' 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 i 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 seeking 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,' 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.) ' 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.' Each of the Authority Holders holds blanket domestic interstate telecommunications services authority pursuant to operation of law.' 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 ' 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 II 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.9 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. 9 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 II 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 F), 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 11 LP (the parent entity of Tiger Holdings 11)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 II. 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 ofLevel 3 Communications, Inc. and CenturyLink, Inc.for Consent to Transfer Control ofLicenses and Authorizations, Memorandum Opinion and Order, 32 FCC Rcd 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 Rcd 9131, 9139-40¶ 18 (2015)("AT&T-DIRECTV Order"); Applications of XO Holdings and Verizon Communications Inc. For Consent to Transfer Control ofLicenses and Authorizations, Memorandum Opinion and Order, 31 FCC Rcd 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 Rcd at 9585 ¶ 8; AT&T-DIRECTV Order, 30 FCC Rcd at 9139-40 ¶ 18 (citations omitted); Verizon-XO Order, 31 FCC Rcd 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 Rcd 9642,9650¶23 (citations omitted)("Softbank-Sprint-Clearw ire 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 Rcd 4194, 4198-99¶7 (citation omitted) ("Qwest-CenturyLink Order"). 14 See Level 3-CenturyLink Order, 32 FCC Rcd at 9585 ¶ 9; AT&T-DIRECTV Order, 30 FCC Rcd at 9140¶ 18 (citation omitted); Verizon XO Order, 31 FCC Rcd 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 Rcd at 9651 ¶ 23 (citation omitted); Qwest-CenturyLink Order, 26 FCC Rcd at 4199 ¶7. 15 See Level 3-CenturyLink Order, 32 FCC Rcd 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 Rcd at 9140 ¶ 18 (citation omitted); Verizon-XO Order, 31 FCC Rcd at 12,504-05 ¶ 7 (citation omitted); SoftBank-Sprint-Clearw ire Order, 28 FCC Rcd at 9650-51 ¶23 (citation omitted). 16 See Level 3-CenturyLink Order, 32 FCC Rcd 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."" 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 i� Applications of T-Mobile US, Inc., & Sprint Corp.,for Consent to Transfer Control ofLicenses & Authorizations, 34 FCC Rcd 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 Information18 In Table 1 below,the Applicants provide their names,addresses,telephone numbers,places of organization, and FCC Registration Numbers. TABLE 1: Applicant Identification Information Name,Address, and Telephone# Place of FRN Transaction 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, Place of ' Organizationole Stonepeak Associates IV LLC Delaware 0030233035 Transferee c/o Stonepeak Infrastructure Partners 55 Hudson Yards 550 W 34th Street, 48th 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, Place of ' Organizationole 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 Information 19 The Commission should address correspondence regarding this application to the persons identified in Table 2 below. TABLE 2: Applicant Contact Information Applicant p, Transferor Jeffrey B. Kramp Edward A. Yorkgitis, Jr. and General Counsel Winafred R. Brantl Authority Radiate Holdings, L.P. KELLEY DRYS&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 wbrant@kelleydrye.com RCN/ Grande/Wave 650 College Road East, Suite 3100 Michael R. Dover Princeton, NJ 08540 KELLEY DRYL&WARREN,LLP Email:joe.kah@rcn.net 333 West Wacker Drive, Suite 2600 Chicago, IL 60606 Telephone: (312) 857-7087 Email: mdover@kelleydrye.com i9 See id. § 63.04(a)(3). 16 Applicant p, 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, 480i 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, 480i 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 parry to this application is subject to denial of federal benefits under Section 5301 of the Anti-Drug Abuse Act of 1988, as amended.22 Transaction Description The Applicants describe the Proposed Transaction in part LB 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 Requests21 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 Information 21 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)(11). 28 47 C.F.R. § 63.04(a)(12). 29 47 C.F.R. § 63.18(a), (b). 19 Contact Information 30 See response to part HLB 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 IILC 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(i). 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). 35 See id. § 63.18(k). 22 Non-Dominant Status"' 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.37 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 Concessions38 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 1988.39 See part IIID above for the Applicants' Anti-Drug Abuse Act certification. 36 See id. § 63.18(m). 37 See International Bureau Revises and Reissues the Commission's List of Foreign Telecommunications Carriers That Are Presumed to Possess Market Power in Foreign Telecommunications Markets, Public Notice, 22 FCC Rcd 945 (Int'l Bur. 2007). 38 47 C.F.R. § 63.18(n). 39 See id. § 63.18(o). 23 Streamlining"' The Applicants request streamlined processing pursuant to 47 C.F.R. § 63.12(c)(1)(ii), 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. Brantl H. Henry Shi KELLEY DRYS&WARREN, LLP HARRIS,WILTSHIRE&GRANNIs 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 cyorkgitis@kelleydrye.com Fax: (202) 730-1301 wbrantl@kelleydrye.com Email: wwiltshire@hwglaw.com Michael R. Dover mnilsson@hwglaw.com KELLEY DRYS&WARREN, LLP hshi@hwglaw.com 333 West Wacker Drive, Suite 2600 Chicago, Counsel for Transferee R- 60606 Telephone: (312) 857-7087 Email: mdover@kelleydrye.com Counsel to Transferor and Authority Holders Date: November 30, 2020 "o See id. § 63.18@. 24 VERIFICATIONS 25 . � j__ r u � M OJCj m � 2 � � ƒ j y _ § / ----- % meg Cj OJ � [ � ] � 2 } � ƒ� 2 ) @ 0 § ) % 7 - / � / o 2 Cj I iCj 2 i 0 co Q0 iCj � o16 ° \ CL 2 ----- 22Cj Cj 4 A 2 e @ » \ / s JE r--- \ ƒ c ---------- -5 @ ® 0 { \ 5 $ u < 0 2 C i m k � � � / j S co _ 3 7aj / / ( 7 \ ) \ e _ & \ CIO aj � aj \\ « }\ \ \ % \ ( ai- (D g / G a § 2 _ eai taf \ ( ƒ� ( 2 / E ue \ 2f v Q v m = U � v a, o v � o v O 0 CLO a a CL a O 1 O v O -O0 J O ua J � on� O cv L iso 3 m o O c v C c m a m a a) ai -o v vmo a, +� c to VI O J � Q m Q 4— O O O �. a v v O mo u O — U `° U m J O L, J Q0 n m 4, a v b.0 6 cr m v L (n cr o 7 d CL O u N ~ pto -� ? Y v F- d vmoQj a Y 2 + O. Y0 0 �V O a, ! 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J —� 0 v aT u U U E aj E = v u 0 O F C oa vi a v s U 3 v = i vi 41 7 u VI ai d ai — -� O u Q U > Z Z O c6 c Z c > c in c ai n E u U Ln Q i 0 N ti a) U N 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. Name: Stonepeak Tiger Holdings I LLC ("Tiger Holdings I") Address: 55 Hudson Yards, 550 W 34th Street, 48h 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") 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, 48h 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)' 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, 48h 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, 48h 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 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, 48h 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 B) 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 I) LP Address: 55 Hudson Yards, 550 W 34th Street, 48h 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, 48h 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 I) 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, 48h 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 II will be an indirect passive investor in Radiate Holdings 10. Name: Stonepeak Tiger Holdings II LP Address: 55 Hudson Yards, 550 W 34th Street, 48h 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, 48h 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 II LP (see no. 10)3 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, 48h Floor, New York, NY 10001 Place of Organization: Delaware Type of Organization: limited partnership Principal Business: investments Interest Held: Stonepeak Infrastructure Fund IV (AIV II) 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 II) 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, 48h 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 II(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, 48h Floor, New York, NY 10001 3 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: (i) 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 I) 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 II(see no. 11), which is the general partner of Stonepeak Tiger Holdings II 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 II) LP as its general partner (see no. 12). 15. Name: Stonepeak Associates III LLC Address: 55 Hudson Yards, 550 W 34th Street, 48h 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, 48h 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, 48h 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, 48h 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, 48h 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, 48h 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, 48h 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 IL3: Statement Rmardin2 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 IL7: Statement Rmardin2 Pledte 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, terms, 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 Holanda -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& CAO 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 Kramp-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 W 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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Y12 c i2 bA d J u - N V N 0 C N N O u (U Y -6 v CO I bA J c O (U 0 in O 0 (a O (a O - O = aJ G to C N v a= � N N _ C Q N _0 C N O U O C Y a = O ( in O > 0 a1 O v .�, in c d a (a O �°� J m IVpll"^ v m w (U b v o Y o on i- o Y aJ CL aJ aJ CL C v O ( o LL (U CL N EJ Q V > - bA = i C C � O > Y N N O L � N [2 u12 N a 3 ?�ai Yco m ac N S Oaiaijv i s „ a c o a E yaJ Mo ° ° cco o C a > > u Qu 0 im 0 ai C7 C Z ai y _ O Nai O u bOa O O Y V .: ' CiJ '- �-4 U v a I ai V J J //1 N V �YJ Y U J U � O vi c0 V vi =p w CD c O O > J N 0 u Lu J ° 0 @m = 0 C V N O O 0 S N O 7 > N v 0 N � L 0 C > O O Y @ O V Q m J @ J V O O c O V O O 3 N V O c V > OU Q O J O L o a (U @ C V C ._ >a O N Q N O U E fn O C N 0 N 0 N in 0 0 @ N C N Z 0 E 0 0 O cr V C Z 0 w v ?) 0 V N N O Y m L m � Ix i u 7 c TO o y N V v L UOD v Ov V v C @ u 3 CL o 3 o 3 u E 00 5 H O H O = O c N s w v0 YO m Ln v m Q @ @ ii. HQ _O @ 'O N u N E p... V U Y � H � W N 0 0 E U Y v v N N Z Ln I— O to Z N 3 v 0 C V c N v O Ji O V w ... J, C U vii -OO U_ N @ C C i E E v E 3 E mc O Z O@ u V V O c a J C7 (U c o E ,� E -= > c O V O O aN+ OU CD J N Mwu in @ Nlu N'. N L J O M Q CL @ H L L H Z V U o V Z v @'. Z v Z Z s Z V Z u N N U U V V V vV V in a J E J N V 0 U J i O N vi d M J N N N o O V J Y N U L O = Y } US M t(U o L J.., J.. E _O_ J -� O @V V E v vi E !_^ v u N } Y J J OU @ N 00 0 0 IN C L V 3 N — vi CL u V i Z Z O @ E Z C i c N v n E u V N U E i Q v V v N ,.. N N AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on 2021 Annual Town Meeting Warrant Article 30 - Full Inclusion Resolution PRESENTER: ITEM NUMBER: Victoria Buckley; Sue Cusack, Commission on Disability 1.7 SUMMARY: Victoria Buckley, Commission on Disability, will present an update to the Board regarding ATM Article 30 - Full Inclusion Resolution SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 8:10pm ATTACHMENTS: Description Type D Pro sonrtatYon Pro sonrtatYon. Art 30 M otronr (bv er Mom) Ja 401 Q o b� ,c/1 m 00 o (410) LM >%m LM o LMm �..� 'D , V Cly L E W - E o V '13 LEXINGTON kl J Y �9f4,� W N 4-j 4-j y_ =3 O O • • 4-j 4-j C — r) C- _ cn +., — 4� O O 4-j c� 0 CL • — O c� 4-j CL 4-j m CL E 4-j 6 � m txo V w . _ a--; a--; to 0 to U . _ 4� v W 0 n 6414 ro W V V CL � c • � .6.. •- 4-' O =3 4) .- O Q) .4� • •—0 6414 Q) ca — 4-� 4� •— E • C� c� O � 'V� O � V O cn O Q O 0 0 -0 -Ln Ln 0 0 O O L. L. ca =$ =$ E •— •— E w w rq c— c— Q M c O 4—J V (1) con 0 4-j V Jcon < w w c� 4-j C� • — :� c: -0 0 C: w E 0 _ .j� V • — O O v C: •- -�-' �' .i � � 4-j w � Q) c :� a) -0 E con -� . .0 — . _ o0 con con .— Jc: Q) 4-j C: +-j •— 4 cn cr Q � O wQ w > � V oo m U O u O c� Ln Lncon c� rl 4� O u o Q0 V Q V -�-j L 4� w CU V O Q Q Ln 1 1 pcc �0 . . V E —cu: Qj•� V Ee L •� to O — E v� .� Qj � 4� O •— E V v O con 0 o Jc: .— 4-J tri 4� ftlimma O 70 •� Ln 2)•— .— V 4 O � 0. � V con cn .� - -0 1 w Ln N ; i N Ou '� 'o U �_' U . _ ''-' ''-' 0 =3 C: =3 0 � � � i � O O N caQ 'N U Q bn - _N O - Q U >` 4-J to � 4-J � U -0 s tw 4 N N •N O s �O •— Q U bn 4A bn Q '� bn J LL — O O — > ca O U Q 'cnC— Zj s '� p 04-J (1) 4-JN •i-+ Q U i - V) U ago aA v a� o � s 4-J N N cam• r• c 0 v O C (O t Town of Lexington Motion 2021 Annual Town Meeting ARTICLE 30 FULL INCLUSION RESOLUTION MOTION: That the Town resolves to: a. fully consider disability rights in all decisions and planning processes in order to work toward full inclusion; b. integrate concepts of inclusion, equity, accommodations and universal design into routine operations and policy-making; C. build capacity to collect, interpret and act on data related to social injustice issues involving persons with disabilities,particularly pertaining to issues related to health, housing,physical and programmatic accessibility, education, technology,policing, representation, and economic and environmental justice; and d. develop and implement a comprehensive inclusion plan with public input, to include staff training, hiring practices, and public education; all with the goal of making Lexington a truly equitable community for all. (date) 1 AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on 2021 Annual Town Meeting Warrant Article 35 -Amend Scenic Roads Bylaw (Citizen Petition) PRESENTER: ITEM NUMBER: Jeff Howry, Citizen Petitioner 1.8 SUMMARY: Jeff Howry will present an update to the Board on ATM Article 35 -Amend Scenic Roads Bylaw(Citizen Petition). SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 8:25pm ATTACHMENTS: Description Type up star(;.k..ge 211 1 ackup Matoriaa 7 � , a r � °� ' ✓ ��/6r �� , � 1k� '`gyp i�� Jp¢ qio a �l i, /rte. ,� �� / ! � •v ��' f �� 4 WI III u'gi..IIN ,a.: i / Zolfo ilk i co Cox�� ,% %11l Novy e�%/ ✓ + p �� ,�y!�' �1°� , 11k „,,� �, ✓ MINI � wm�ll aOr its LO 011 / ��p,�r / Ito � '�tr � NNIS uw iii i u�r��� r ✓IV s rl , / i / 1 1_ U � 9 y u,� ��>���� ion �� wN➢ �' rJ ;� ” �� F" �i � �' ��� cn C t0 O � N C14 5 ow a 0 :Lat � Em mem ,= _ mc� L- m LU> 3 d C O O •3 N � •3 � LN v � Om c � 3 ca �+- c�ac a E " O }' Q p � ."zv O t� V ° � = C o Z LL G1 v v p M Q V s- _j CLO i � G1 0 i C Q N C m .Ot � C � � tya '� d N i E vN ° 'Nm i Qo c N OO 'E '� L r_ L U C O W O N N V O E E o a v caW Z .— O p 70 0 O d = ca C � CL r- M LL a"' d d 'i t� w �/ Q � V 'd � E E � � •y E Cl) W 0 N C V L N V N N Q Z O a� �CL - O F cya > C _ V W O >% p h i to p p p40 to 70 m C—Q ~ d y •pJ perE C O d O ' d -t d O W cn ca m ° c�a V 0 J C V O = V d O _ a W ~ d C d co) Ci m !� Nto m O t� v E d Owa � OHO 0 . 0 " co F J Q s. m � W m > cn - OW \» > f d »mt zx \ 2 © r . y» ° ._ , - > \ \ < « • 2� < , ! . . : ■ . y \ » ` cn ,l / « s � ` i � > ■ , � . <3 s % Q O v 1 i O Lh _0 cu (1) %Iomoo cu L— �y m (1) Q� O N N ra/ f x N � W 0 1 h R- � 0 ���, i ■� � � � ��r��,� ��rl�� II��P�G"��`u ri ,�,r'�(r�� V�r��b)�i ,��� cu L N - ' O ww" j ria PG n o C^ � Hwy t�Ig r J�W6�i U OJT✓ � � �/i �� S �1�d �"��� � i�m� 7 %I r� a r mar i �i 7 ail �� � � ) �/ � ✓ t �r � r, � m r; v � J pew i ��:i , r✓� I AW r i, ix• t! • • 6 � �� �� i ���- ��d � t f r; t N i i I�,i �� '"� '�i,y V �"V� I �f ����� , �,I !i� ,I ��r ; • ` „, �f �� ✓ �/�� �f / � 1 fR � ' 1 � �, ��, r z ��r, � � u � , ��J � ;i �u� i / � � •• ,i ,,; ���� f U �� • � 1 � - • ,,/���, ����� ,�,/�J rJ4 �,�' � • • �'%k /u, � � �� g�,i � �,� � � '°� � "�r ��. • � y r ��f � �/�' � AFH � ���, � � � � ra �.h v it Vit. � � V ,,��A�� ��dm � �a �%� • u � • ,°�;�. v����,��j � ' ry��4 �`� �;, , ,�, ,��,�� ��, � �� � 1, �7 f„ k il� I, ���I'.. ll��,/ �� I !� �o�M II b, w r /o / r e fd f y� rR F kI +; ryry�� r.I • bl M:� ( I Mlbl ' F IY�qw�IN. V '✓n'., � 'I�G+ t t k � ���1dP�� ✓ �n i I r + � a4 r1 9 � v 5 � of� I i i ry , N N L 70 W • O k 1 �� r+ kI� i1 �'� • r i� / h � eke d r�� ,t<J4'�f! • 1 � F J r M a F • • f y D/° Y II • • •� el r. • ctvz " t i 4t 171 1 O 7n 0 R 1 41 m -rj tz G Q V L O � � V s - E m O V � � O N N N .4r O ca 12 .�..r Cf) E O4�*a > m ,� E 0 m ., to0 V i a •o ! m Q tQ AW ., O m 4� E CLS 4� .;r M V .i-r t/1 N 4� O M Q Cn °' m O E O uu a Z NM L id' ,_ AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on 2021 ATM Warrant Articles 32, 33 and 34 PRESENTER: ITEM NUMBER: Gerry Paul, Chair of Tree Committee 1.9 SUMMARY: Members of the Tree Committee will provide an update to the Select Board on the following 2021 ATM Artic les: Article# Presenter . Article 32 Gerry Paul . Article 34 Nancy Sofen . Article 33 (a) Mark Connor . Article 33 (b) G erry Paul SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 8:40pm ATTACHMENTS: Description Type Q"rra ,arnrts[ra>nr Arrtrk,ka 33 Rackup Matorrkat Q"rra ,arnrts[ra>nr Arrtrk,ka 34 Rackup Matorrkat Q"rra ,arnrts[ra>nr Arrtrk,ka 33(a) Q"rra ,arnrtst[ra nr D 3"na sontatYon ArtYckh 33(I-)) 3"na sontatYon. Art 3234Motronns; C:hworMa.m) • � , • , t J ..F � � l �/��� �fl I IVB u,�. <� �� �G u l�d � j,w 11'h IN("IV�jJ 1 ii I � �„ r ` ¢� � �� i \�� 41n NV11GUPNJfl4eV9 /N� r �!,��"� ya,�t�/ �" ! � //� � r �� nJ� ;� � J�,ro-` //i,� N ^W W L A.-O r > N U o O N M E C 4-0E E O 12 CO U a to > C: 4-0•— O to L- 0) O QL � X to (1) O O s- a) Q 40- a)O cr O � > Q N L N 4>— cu �•- OE 4+,, O O Nto � O t6 U p N V-• O> :3 = V �' N N CU t6 tot6 N cn cn 42 E L O A N '- N 4E cl, O N cu H C m y. J CU N O cu N C: U _ m rom L- O � N O N p N �+ O N cu 0 cu � �'' U � � 0) cu cn ca in — cn c -0 cuCU L. 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O O O CU a o � Q L .� .. c ~ U O > O o to �—' � O 2 =3QE U' -4-0 � L- c a 0) o C) L cu � o -� oto (U � L � c � Lo 0 cu cu 7 > N vv,cu 0 0 .2 'C: 0Eo � � �° O � LO cuU c Off `'- N � LO o > cu N O O N � 70 L— ta L- ,� � p O � -6-1 6-1 cu U) p W E O N m— (V L 70 0- 0 N cu O > > .� m O N � +� 0 Q N D U O ' >= N � 7 N � o0 Z (-) E N N N O CAS 04 N N > X > () N cu O N CU N cr Z CU -0 N to m c 6 h L (a U > >% 70 ,� ca .0 O U (a O Q O E E > O Ecn N O N N C: M cn CU O N �O N N N N N -0 O C N � cu �cu E ma N U C: `'; i 0_ O N 0 0 Q cn (U O O r L OD U O ioo co � w E N (a N ~ (a cmD cm Q w 4-0 E E O U N CU N O 0 o p C 0 c C: 3 -r— O o O E o U >, 12 Am-0 c tl1 QL .� a) 0 L- O QL a� CLC U) CU � Ov � Cl) _ t� N 4 �� U � �4-0 _ � ~ �' O s— O W (� Cl) � I I I w m 1 ox fr yyII , s 04i7 07. aafY p h, � LI�NVd9 GUPNJfl4rV9 T I� TTh � m � m ' � • • t ,���� �\ .. v �� ^� ^ ° �` \ \�� } \ � � }/ �+��\�©� � ���¥�a X 0 'd u 0— E 7 -6 0 o m :-EQ W, E 2 F. A, Q 7) S M CL. 11 5 0 7D 0 -0 0 zd°tp r 0 0 C. -0 U 'E 92 a 5 (:y w , I �jp m 0 5 0 0 z z: '0" E F A 2 0 w @ - "0W U- ID U E > 21 Ln E 0 75 D w LU w CL -J 0 0 I= Cc- 0 a m 41 Ell CL M C.: —"? 0 no 0 u '04 E -no E L-u 0 Cl 2 > ..2m 0 w- 16 — < QW w t, 0 w L� "i 0 is Z E o m T E wJ 0 z COL 0 E 0 16 E C Z6 -ra-0 75 CAD 0 ul r. a Q INI r ::3 a 0 Z 75 2 z a) V, E "ru c LA re m -F, 0 40 w m CL 3z CO '.7, E z no uj m ro C B E "E X 'm E P� t'Ow -0 c 0 Lh 0 0 vl' Cc 3: a to'-D rz D t E u u' E U Lj 8 z t 00 E ' E Z� w Ol Ou -0 -0 Q 2 < 0L CC �,m El El Cf k. • • 07. Paas� �MVUTH T, Article 32 DRAFT MOTION: Amend Section § 120-7-B. of the Lexington Tree Bylaw as follows: Procedures. Any person seeking to prune or remove a public shade tree or Town tree shall submit an application to the Tree Warden in accordance with any application requirements issued by the Tree Warden. The Tree Warden shall hold a public hearing on applications for removal, at the expense of the applicant, in accordance with the provisions outlined within General Law Chapter 87. In addition to the public notices required by Chapter 87, the Town shall provide notice of the public hearing using then current Town electronic public notice methods. If the tree is removed, the Select Board shall require the applicant to pay the appraised value of the tree, as determined by a mutually agreed upon member of the American Society of Consulting Arborists using the Council of Tree and Landscape Appraisers trunk formula method, to the Lexington Tree Fund. The applicant, if they believe there are extenuating circumstances that require the removal of the tree, may apply for relief to the Select Board. The permit issued by the Tree Warden may specify schedules, terms, and conditions including, requiring the planting of replacement trees. Article 33 DRAFT MOTION: That the Town's Tree Bylaw, Chapter 120 of the Code of the Town of Lexington, be amended as follows: (a) Rename Section 120-8 of the Code of the Town of Lexington "Protection of Trees." (b) Make the following edits to Section 120-8.A of the Code of the Town of Lexington: (1) delete the word "Scope." from the beginning of said section; (2) delete the phrase "as set forth below"from the end of said section; and (3) add the phrase "as set forth in subsections B through E below"at the end of said section. (c) Add the following sentence after the first sentence of Section 120-8.B.1: "The owner shall also submit the tree species, if known, location, DBH for all trees on the property, whether or not they are proposed to be removed, and for any trees that are proposed to be removed, the reason for removal and alternatives to removal considered." (d) Add the following § 120-8.F to the Code of the Town of Lexington: Before removing a tree greater than 24 inches DBH on private property at which neither major construction nor demolition is planned, and regardless of whether or not said tree is located in the setback area, the owner of the property on which said tree is located shall notify the Town that such tree shall be removed, the tree species, location, DBH, reason for removal, and alternatives to removal considered; provided that Section 120-10 shall not apply to a failure to comply with the provisions of this sentence. (e) Add the following § 120-8.G to the Code of the Town of Lexington: Upon removal of any protected tree, the owner of the property on which the tree is located shall provide information to the Town regarding the removal of that tree and the reason for its removal. The owner shall also provide a plan identifying the location, species, and DBH of any trees so removed, remaining trees, and any trees planted as mitigation pursuant to Section 120-8.C. Note: If the motion is to be split, we can take up (a), (b), (c), and(e) as one motion and (d) as another(tracking the two parts of the article). Article 34 DRAFT MOTION: (a)Amend Section § 120-8-B-1. of the Lexington Tree Bylaw as follows: Such fee shall be at least$20 per DBH inch of protected tree to be removed.The fee shall be evaluated annually and adjusted as needed to reflect inflation. (b) Amend Section § 120-8-C-2. of the Lexington Tree Bylaw as follows: Contribution into the Lexington Tree Fund, provided such fund is reauthorized to the extent required by law, or otherwise to the surplus revenue of the Town: such contribution shall be$200 per replacement inch of protected tree or Town tree removed not already mitigated as per Subsection C(1). This amount shall be evaluated annually and adjusted as needed to reflect inflation. (c) Amend Section § 120-16. Replacement Inch Calculation Table of the Lexington Tree Bylaw as follows: For Level 2 Trees (24" DBH and larger), "replace 2 times inches removed" with "replace 4 times inches removed" (d) Amend Section § 120-8-C as follows: (1) Replanting of trees: such replanting shall be on the basis of one inch of caliper of new tree(s)for each replacement inch of DBH of tree(s) removed except that,to encourage the planting of large shade species,for each replanted tree listed in the Recommended Large Shade Trees list of the Lexington Tree Manual [Section V.B.S] replanting shall be on the basis of 1/4 inch of caliper of new tree(s)for each replacement inch of DBH of tree(s) removed and each replanted tree must have a minimum caliper of three inches.The replanting shall occur no later than 12 months after completion of the construction work, either on applicant's land or on land abutting applicant's land with express approval of the owner of such abutting land; [Amended 3-18-2013 ATM by Art. 30; 4-5-2017 ATM by Art.37] AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Update on 2021 ATM Warrant Article 28 - Reducing Noise From Landscaping Equipment PRESENTER: ITEM NUMBER: Dan Koretz, Chair of Noise Advisory Committee 1.10 SUMMARY: Dan Koretz, Chair of Noise Advisory Committee, will present an update to the Board on ATM Warrant Article 28 - Reducing Noise From Landscaping Equipment. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 8:50pm ATTACHMENTS: Description Type Art 28 Lo:nd a aph)1,nnu,tronn (bVer Mom) Pr sonrtatronr Antra kl 28 Rackrrkn Matorkn( Town of Lexington Motion 2021 Annual Town Meeting ARTICLE 28 REDUCING NOISE FROM LANDSCAPING EQUIPMENT MOTION: Part A: 1. Effective March 1, 2022, the use of all gas-powered leaf blowers is restricted to the periods from March 15 to April 30 and October 1 to December 1. The use of gas-powered leaf blowers is further restricted to the following days and hours: a) For commercial lawn-care companies and residents Monday—Friday: 8 AM to 5 PM Saturday: 9 AM to 5 PM b)Additional hours for residents: Sunday and Legal Holidays: 9 AM to 5 PM 2. The Department of Public Works is permitted to use gas-powered leaf blowers for extended hours on town land only, 7 AM to 7 PM from March 15 to April 30 and 7 AM to 5 PM from October 1 to December 1. 3. The use of all other gas- or electric-powered lawn care equipment is restricted to the following hours of operation all year: a) For commercial lawn-care companies and residents: Monday—Friday: 8 AM to 6 PM Saturday: 9 AM to 5 PM b)Additional hours for residents: Monday: —Friday: 6 PM to 8 PM Sunday and Legal Holidays: 9 AM to 5 PM 4. The noise rating each piece of equipment as certified by the manufacturer shall not exceed 78 dBA at 50 feet. Part B: 1 Town of Lexington Motion 2021 Annual Town Meeting Effective March 1, 2024, the use of gas-powered leaf blowers by commercial landscape firms is prohibited. Residents are exempted from this part. Part C: Both residents and contracting lawn care companies are responsible for adherence to Parts A and B. A warning will be issued at the first offense. Penalties are $50 for the second offense, $100 for the third offense, and $150 for each subsequent offense. (date) 2 n ' W cr W O o U m ,_ m 7s CL 4--j m ( N O � N (L) o > 0 � 00 m Q *� o o � . 0 4--) a� p CL (1) LL Z O � o 0 X v� M s (n .O F- O O L N u U Cn � U }' U L E U C: � •O 6 -tn OL 00 N Q cn O •O 0 a� L 00m -00 � N v vi V E 0 Q .o m 5 5 _o - u � co E C: ca W a) •— +� LnbjO ro Ln u +- — a) =1Z- C N _0 u0 o ai M `~ �- O 0 N cn .> 0 .® 00 L � L47) n ci Q — O O O O 4-JU C � U 0 .C: L to . cn ca ca + U Q� oC a � w O N OL O ■ ■ J J � E a_ CDL (D V Luca L s a� cli z E E o ° 401V •- o m N +-i LM +� o o Ln v i o - di w _0 �-j o �O a, E v - o E N Q m U Z ■ N ■ ■ ■ ■ ■ m DC L O m J Q bn =3 to p o M Q N V) m 2 �O (113 a- C: k2 o >- O Ja o °' u 66 �-+ 0 }, 4� < _� a ° L Q LowL o cu aai Ln � C OD m cu E � v O cr O O U U = N C: v L Ln ■ O O O Z CD- Z 7- h N N L O 4-1 LM m }' O N cr +� v N CL C6 N 4-1U _0 . . .N O Qr) E a� • ; a-j o Q U r c a--+ •� CD � � �J a--+ a u N U X O O M �O v -0 -0 M C6 U 4-1 0 N CD 4-1 N NCL Q . . a--+ L (L) (L) L m N `�.- ' t O J LL Q 4-+ Z Q 0 0 0 0 O 4-1 ora_ U La 4-1 V • 0 - U a� . . o 0 " N = 2 v o L ca 2 u m I N I 4-1LO Ln rn Q � _0oo �n v Ln OM ca >• I N O 0 � cn O -C E _ 4-1 NLL i Q O O I I of i CDca �; u) � -0 ._ U " � CD 4-J co O Q N OU i O 0 ' H 00 U Q ._ I-- ■ ■ O ■ ■ O c/1 2 Z E CL 8� cr w L w 3:O CL L w Ln �N 0 a o ;. N 00 N O LL LL •V U o (A C :Ecn Q� ca v Q 00 m L O U m C O O Ln N � �- ai v 0Ln O . O (n •O ca � .�. O Ln Y� N (/) v OLn v N _ O Vf O 0 - +-a Ln i V V t/1 LL Lh Q � ai ■ ■ ■ ■ 4-j i U cn 4-jO O Q O 04- 0 O 00 LO) O 4-j � � O 4-J MO CO buo .— L Ln 4-j m '0 .� Q E z uo a� m CT (� u O O O AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: 2021 Annual Town Meeting -Article Presenters, Discussion, & Positions PRESENTER: ITEM NUMBER: Board Discussion I.11 SUMMARY: The Board will discuss assignment of Select Board presenters for 2021 Annual Town Meeting articles, review proposed consent agenda items and take positions as ready. SUGGESTED MOTION: FOLLOW-UP: DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 9:05pm ATTACHMENTS: Description Type 20011 ATM Q os, trarnrs;Cl<t t Rackwwkw Matawrrian 20211 ATM CDrrssft Cbnrsonrt Ajgonda Hst with.C.�C"s;wwgg,a tra nrs; (bVer Mom) ❑ CIK,,I"onnivatra,n s Cdrrr20?11 Anrn uar bwnr Mla otrnrgu Cbn sonrt Ajgonrda (bVer Mom) A C'a,nrs;awnrt tgTMarnrw;.<t wwg g,ars[ra nrs Rackwwkw Matawrriat 20211 ATM Mrssrrnsn rt Rackup Matorrian 0 � v r P-i ti a ti a A a ~ � H O Z a A-i A-i A-i A-i a o � � aoH o � aH Wa a � 0 � o civ � o0 0 � vii O O 0 > � a� p p', p o E Zoq iD- NO O U W N N N O � � •-+ F" Qj 44 � v •� � p � O O O O O � O � ^� �^ � .^� � •� O F" cC � N 0 � v r P-i ti a ti a A PLO ~ Qj H _ O Z a A-i A-i A-i A-i A-i A-i A-i A-i A-i A-i PLO U � � a d' W H U A "'a0E' c o ¢" CL "' Qj CL Qj CL CL N 0 v r P-i ti a ti a A � H _ O Z a A-i A-i A-i A-i A-i A-i A-i A-i A-i A-i a d wH U AaoH 0 � o o c r� a -o •� � H A bA U N O O • � U Q' O O N �l +- � � � ���- Q ,� N c�i '� � "C O •O � cct � by "� •� 'C ,r-•" O N w U C!] p by � bp w U bAbi by O ;-. U o � � � •� � o � '� � O � � �'-� w° N w° w o •5 a w o0 o N 0 � v r P-i ti a ti a A � H O v r•-. it V a d w H N N N N N N U � tz O � H O A p 00 W° o a! � o � W a •c Cj ~ O O op Uncl bp p o U Un Un un •O •v W W � � � � .� O � p .� � p v O W U W p W Qj Z o a an Un Qj tzO U W un A l o0 o O N m v l oo p o O N m v 0 N 2021 Annual Town Meeting Potential Consent Agenda Articles Board of Selectmen Article 6: Senior Services Program Article 10a: Park and Playground Improvements Article 10b: Park Improvements-Athletic fields Article 10c: Community Center Mansion Sidewalk and Patio Article 10d: Playground Enhancements-Pour-n-Place Surfaces Article 10e: CPA Debt Services Article 10f: CPA Administrative Budget Article 11: Recreation Capital Article 12a: Transportation Mitigation Article 12b: Self-Contained Breathing Apparatus Replacement Article 12c: Townwide Culvert Replacement Article 12d: Equipment Replacement Article 12e: Sidewalk Improvements Article 12f Storm Drainage Improvement/NPDES Compliance Article 12g: Comprehensive Watershed Stormwater Management 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 2/5/2021 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 16e Townwide Roofing Program Article 16f: School Building Envelopes and Associated Systems Article 16i HVAC Improvements (IP) Article 18: Rescind Prior Borrowing Authorizations Article 20: Unpaid bills Article 23 Appropriate from Debt Service Stabilization Fund Article 25: Amend Borrowing Authorization Conservation Land Acquisition Article 27: Increase in Recreation Committee Membership Add if IP'd Article 22: Appropriate for Authorized Capital Improvements 2/5/2021 Capital Expenditures Committee(CEC)Nominations for 2021 Annual Town Meeting Consent Agenda with Presentation Made to the Select Board (SB)on 25 Jan 2021[Prepared 4 Feb 2021] Unanimous CEC Positions* BOLD YES indicates a diference from the position presented Presented to the SB. to the SB 2021 ATM Article} NONE(Not YES Article 6:Senior Services Program reported) YES Article 10:Appropriate the FY2022 Community Preservation Committee Operating Budget and CPA Projects a Park and Playground Improvements b Park Improvements—Athletic Fields c Community Center Mansion Sidewalk&Patio (d) Playground Enhancements—Pour-in-Place Surfaces YES e CPA Debt Service YES f Administrative Budget YES YES Article 11:Appropriate for Recreation Capital Pro'ects a Pine Meadows Improvements b Pine Meadows Equipment N/A Article 12:Appropriate for Municipal Capital Pro'ects and Equipment YES YES a Transportation Mitigation YES b Self-Contained Breathing Apparatus Replacement YES YES c Townwide Culvert Replacement YES YES d Equipment Re lacement YES YES e Sidewalk Improvements YES f Storm Drainage Improvements and NPDES Compliance YES Comprehensive Watershed Stormwater Management YES YES h Street Improvements YES YES i Hydrant Replacement Program Public Parking Lot Improvement Program k New Sidewalk Installations I Staging for Special Events YES YES m Cary Library Network Upgrade n Electric Vehicle Charging Stations o Pa king System YES YES Article 13:Appropriate for Water System Improvements a Water Distribution System Improvements b Water Towers Replacement YES YES Article 14:Appropriatt for Wastewater System Improvements a Pump Station Upgrades b Sa itary Sewer System Investigation and Improvements YES YES Article 15:Appropriate for School Capital Pro'ects and Equipment N/A Article 16:Appropriate for Public Facilities Capital Pro'ects YES YES a Public Facilities Bid Documents YES YES b Facility and Site Improvements 1 Building Flooring Program 2 School Paving&Sidewalks Program YES YES c Public Facilities Mechanical/Electrical System Replacements YES YES d Municipal Building Envelopes and Associated Systems YES e Townwide Roofing Program YES YES f School Building Envelopes and Associated Systems Center Recreation Complex Bathrooms &Maintenance Building Renovation h Space Needs for School Year 2021-2022 i HVAC Improvements YES YES Article 18: Rescind Prior Borrowing Authorizations Article 19: Establish,Amend, Dissolve and Appropriate To And From Specified Stabilization Funds NONE(Not YES Article 20: Appropriate for Prior Years'Unpaid bills reported) *If only some of the sub-Articles are being nominated,the main Article line is left as "N/A"to provide context for the sub-Articles. Page 1of2 Capital Expenditures Committee(CEC)Nominations for 2021 Annual Town Meeting Consent Agenda with Presentation Made to the Select Board (SB)on 25 Jan 2021[Prepared 4 Feb 2021] Unanimous CEC Positions* BOLD YES indicates a diference from the position presented Presented to the SB. to the SB 2021 ATM Article} YES if no Article 21:Amend FY2021 Operating, Enterprise and CPA Budgets Enterprise Capital and/or CPA YES if IP'd YES if IP'd Article 22:Appropriate for Authorized Capital Improvements YES YES Article 23:Appropriate from Debt Service Stabilization Fund Article 24:Appropriate for Lexington High School Feasibility Stud YES YES Article 25:Amend Borrowing Authorization Conservation Land Acquisition NONE(Not YES Article 27: Increase in Recreation Committee Membership reported) Article 29:Clean Heat—Authorize Special Legslaton to Regulate Fossil Fuel Infrastructure and Adopt Bylaw Amendment Enabling Legislation *If only some of the sub-Articles are being nominated,the main Article line is left as "N/A"to provide context for the sub-Articles. Page 2of2 Subject: Recommended Consent Agenda for ATM 2021 From: Glenn P. Parker, Chair, Lexington Appropriation Committee To: Deborah Brown, Moderator Date: February 5, 2021 The Appropriation Committee offers preliminary support for the following articles in a Consent Agenda at the 2021 Annual Town Meeting. The Committee has not taken formal positions on any of the warrant articles,but no members expressed any objections to these items. This list is based on the proposal presented to the Select Board on January 22,2021. Status Key Y Recommended Y if IP Recommended if the motion is for Indefinite Postponement — Outside the Committee's purview Article Description Status 6 Appropriate for Senior Services Program Y l0e CPA Debt Service Y lof CPA Administrative Budget Y 11 Appropriate for Recreation Capital Projects Y 12a Transportation Mitigation Y 12c Townwide Culvert Replacement Y 12d Equipment Replacement Y 12e Sidewalk Improvements Y 121 Hydrant Replacement Program Y 12m Cary Library Network upgrade Y 13 Appropriate for Water System Improvements Y 14 Appropriate for Wastewater System Improvements Y 15 Appropriate for School Capital Projects and Equipment Y 16a Public Facilities Bid Documents Y 16b Facility and Site improvements Y 16c Public Facilities Mechanical/Electrical System Replacements Y 16d Municipal Building Envelopes and Associated Systems Y 16f School Building Envelopes and Associated Systems Y 161 HVAC Improvements Y if IP 18 Rescind Prior Borrowing Authorizations Y 20 Appropriate for Prior Years' Unpaid Bills Y if IP 22 Appropriate for Authorized Capital Improvements Y if IP 23 Appropriate From Debt Service Stabilization Fund Y 24 Appropriate for Lexington High School Feasibility Study Y if IP Article Description Status 25 Amend Borrowing Authorization Conservation Land Acquisition Y 27 Increase in Recreation Committee Membership — The following sub-articles were recommended for the Consent Agenda by the Capital Expenditures Committee (CEC). The Appropriation Committee did not consider these items because they were not part of the Select Board's proposed proposal,but the Committee was willing to consider including any of these items to the Consent Agenda as well. Article Description Status 10a Park and Playground Improvements - South Rindge Avenue CEC lob Park Improvements -Athletic Fields -Muzzey Field CEC 10c Community Center Mansion Sidewalk&Patio CEC 10d Playground Enhancements -Pour-in-Place Surfaces CEC 12b Self-Contained Breathing Apparatus Replacement CEC IN Storm Drainage Improvements and NPDES compliance CEC 12g Comprehensive Watershed Stormwater Management CEC 16e Townwide Roofing Program CEC 2 TOWN OF LEXINGTON WARRANT l i APRIL t9l� 2021 ANNUAL TOWN ELECTION March 1, 2021 2021 ANNUAL TOWN MEETING March 22, 2021 Detailed information on Town Meeting Warrant Articles can be found at htte.11exgtonma,gavl2021atm Saturday, March 6, 2021, 10am-12pm,Moderator's Workshop for New Town Meeting Members (via Zoom) Tuesday, March 9, 2021, 7pm-9pm,Moderator's Planning Meeting with Article Sponsors, Boards & Committees (via Zoom) WARRANT 2021 ANNUAL TOWN MEETING Detailed information on these Town Meeting Warrant Articles can be found at https:/Iexingtonma.gov/2 21at TABLE OF CONTENTS SELECT BOARD MESSAGE 3 CONSTABLESLETTER 4 ARTICLE 1 NOTICE OF ELECTION 5 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 9 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 ARTICLE 29 INFRASTRUCTURE AND 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 ZONING ARTICLES 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 19 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 -14ARTWELL ARTICLE 45 INNOVATION PARK 19 TOWN FINANCE TERMINOLOGY(inside back cover) e`®�y M®pNr� , Town of Lexington, Massachusetts x n, Select Board DOUGLAS M.LUCENTE,CHAIR JOSEPH N.PATO SUZANNE E.BARRY JILL L 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, http://lexintonma. ov/2021atm, 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 2022. 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 I. Hai Mark D. Sandeen 3 J5 Mp�NOy TOWN OF LEXINGTON WARRANT 2021 ANNUAL TOWN MEETING �4 ApHiL 19,. / NO 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 htti)s://www.youtube.com/user/ LexMediaMATV. Residents who wish to participate in the Meeting may contact the Town Clerk's Office at clerk(ea�,lexingtonma.gov and complete the online form at hansI/lexingtonma.gov/202 I atm. For more information, please see the Moderator's January 11, 2021 letter to the Select Board attached to this warrant as Appendix A. 4 ARTICLE 1 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., 5 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. 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 to.a. ov/budget. 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 $1,388,579 $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'/2 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''/2 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 to. a. fy22capital. 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; 9 c) Townwide Culvert Replacement; 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 to. a. 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 http://www.lexin to. a. fy22capital. 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 http://www.lexin to. a. fy22capital. 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 to. a. fy22capital. 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 to. a. fy22capital. 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 PERMANENT 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, reformat 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 \pus MOR o� 1775 tics t7 O� D Q A ., APRIU111 `Fxi vc s�� 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 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; (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 1625 MASSACHUSETTS AVENUE•LEXINGTON,MASSACHUSETTS 02420 21 TOWN FINANCE TERMINOLOGY The following terms are frequently used in the annual town report and at the town meeting. In order to provide everyone with a better understanding of the meaning, the following definitions are provided. AVAILABLE FUNDS - "FREE CASH" The amount certified annually by the Bureau of Accounts, Department of Revenue. The certified amount is the Unreserved Fund Balance less all outstanding taxes. This fund may be used by a vote of the town meeting as available funds for appropriation. AVAILABLE FUNDS -OTHER Usually refers to balances in special funds or to balances remaining in specific articles previously appropriated. These balances become available for re-appropriation by Town Meeting (or are returned to the town's general fund balance). "CHERRY SHEET" A financial statement issued by the State, at one time on cherry-colored paper,that itemizes state aid due to the town, and charges payable by the town to the state and county. GENERAL FUND The municipal fund accounts for most financial expenses and revenues approved by town meeting. The tax levy is the principal source of revenue in the general fund. ENTERPRISE FUND A self-supporting account for a specific service or program that the town operates as a separate "business." Enterprise funds do not depend on taxes for operating revenue. For example,water operations are funded through the water enterprise fund,which receives funds from a consumption based fee system. Ideally, enterprise resources and expenditures should balance over time. Funds in enterprise accounts do not revert to the general fund at the end of the fiscal year. OVERLAY The overlay is the amount raised by the Assessors in excess of appropriations and other charges for the purpose of creating a fund to cover property tax abatements and exemptions granted by the Board of Assessors. RESERVE FUND This appropriation is voted at the annual town meeting in an amount not to exceed 5% of the tax levy of the preceding year. Transfers from the reserve fund are approved by the Appropriation Committee and may only be used for"extraordinary or unforeseen expenditures." REVOLVING FUND Revolving funds are used for a particular service.An overall limit on spending is set by Town Meeting but may be subsequently amended by vote of the Board of Selectmen and Appropriation Committee. The funds can be used for the service without appropriation up to the approved limit. Town of Lexington, MA 02420 PRESORTED STANDARD U.S. Postage PAID Boston, MA Permit No. 3011 **********ECRWSSEDDM**** Residential Customer LEXINGTON, MA Detailed information on Town Meeting Warrant Articles as well as information on current Town Meeting Members can be found at htte.11lex2gtonma.go021 atm Note: Town residents who wish to follow the proceedings may do so via LexMedia at haps://www.youttibe.com/user/LexMediaMATV. Residents who wish to participate in the Meeting may contact the Town Clerk's Office at clerlc(r&1exin tonma. ov and complete the online form at hit s://lexingtonma.gov/2021atra. AGENDA ITEM SUMMARY LEXINGTON SELECT BOARD MEETING AGENDA ITEM TITLE: Approve the FY2022 Recommended Budget PRESENTER: ITEM Carolyn Kosnoff,Assistant Town NUMBER: Manager for Finance; Jennifer Hewitt, Budget Officer I.12 SUMMARY: A vote is requested for this agenda item. Based the Select Board's review and comments to the Town Manager's FY2022 Preliminary Budget and Financing Plan, and newly available information, staff have revised the FY2022 budget for the Board's approval. Changes from the Preliminary Budget and Financing Plan are summarized in the attached crosswalk and an updated Program Summary is provided for your review. The following notable developments have been incorporated into the Town's FY2022 budget: • Updated State Aid numbers based on the Governor's proposed budget released on January 27, 2021 • Updated debt service based on the February 3, 2021 bond and BAN sale • Certification of the Town's Free Cash and Enterprise Fund balances on February 4, 2021 • Updated information on the Town's short-term capital needs If approved, the Select Board's recommended budget(the Brown Book)will be forwarded to the financial committees and Town Meeting Members. SUGGESTED MOTION: Move to approve the FY2022 Recommended Budget and Financing Plan as shown in Column D of the Program Summary(beginning on pg. 2 of the attachment), and authorize staff to make non-substantive changes in preparing and finalizing the Brown Book. FOLLOW-UP: Staff will prepare the FY2022 Recommended Budget, for electronic distribution to Town Meeting members and the financial committees by February 19, 2021. DATE AND APPROXIMATE TIME ON AGENDA: 2/8/2021 9:15pm ATTACHMENTS: Description Type Badjgot Cxos,swaI Rackup Matorrks( FY2022 Badg a t hang.rrssutimSu mamxmy Rackup Matorrks( Q y O Q i `v Q r U s. Y •� ,-o Gi. U 'C a, -o W W W Ia o sem. U O °' o o a v a 3 Z O� h M O� M I 00 'n �O N In \O h l� �'i O oo M M oo O O IO O oc� oo M M ° h N M00 00 ri• M M N oo N m oo I N N kn I o e' o o "r �O �O M oo N M SOI M M p b C l M I M M M CQ I CQ I I CQ Q j G"� Qn Qj G"� Gll� C,� dsj ds �A Qln o o M �O C� Inh 0 �c In O O O N O oo M R• N M oo ct O O O O M 'T � oo Io N O I d o0 0 oo N a I oo N oo a, 0 0 0 0 (n o 'n 'n kn In kn O O O M R' O M O i�I v1 O O h oo V M oo o o s� M o M O N (n o o 0 0 0 o �' I o 0 0 0 oo M In o o N o ;n �o I r N o ca I In In' 0 0 0 0 N oo , ' ' O 00• M ' ' M' O O O O O M In CA O o0 0 � I n N_ q � I N tv ° (n �o I N N I 'n o O ° o0 o r CQ M OC N � M � b CQ N oo O• N N' O O ti CQ 00 y O N �c I V d M I O O' b M v 00 lz M j N N 0 141 141 141 to > ion P O v I. I- s?. CA U U Pa U v ° h� o h y It —I � I on y W UUC7 � WwC7w w 0 w cl o Z U d 0 3 Z W A W ° i i xl Cl.CA W m�oii m�oii I o C U H H j C). z H • CJ H V� H ' V� V� U M M 0 ti W C4 0 W C4 I w El, a Q b joSpng Suilviodp- j uotlooS joSpng lul!duo-Z uotlooS ostidtolug-£uotloos Section I Budget Overview Town of Lexington, MA Summary of Revenues and Expenditures The summary below shows revenues &expenditures for the Town of Lexington for FY2019-FY2022. It reflects actual results of FY2019 and FY2020, FY2021 estimated revenues and budgeted expenditures submitted to the Department of Revenue for the certification of the FY2021 tax rate, and the budget recommendations of the Town Manager and School Superintendent for FY2022 budget and projected revenues to support those recommendations. FY2019 FY2020 FY2021 FY2022 Revenue Summary Actual Actual Recap Projected Tax Levy $ 176,841,054 $ 184,821,513 $ 194,329,879 $ 202,025,697 State Aid $ 16,013,450 $ 16,255,912 $ 16,334,701 $ 16,515,527 Local Receipts $ 16,968,556 $ 16,734,357 $ 12,054,341 $ 12,774,539 Available Funds $ 14,830,606 $ 14,314,142 $ 11,887,351 $ 20,612,052 Other Available Funds: Use of $ 573,500 $ — $ — $ — Capital Stabilization Fund Revenue Offsets $ (1,963,922) $ (1,875,209) $ (1,773,854) $ (2,207,455) Enterprise Funds (Indirect) $ 1,646,939 $ 1,696,348 $ 1,749,435 $ 1,432,356 Total General Fund $ 224,910,183 $ 231,947,062 $ 234,581,853 $ 251,152,716 General Fund Expenditure Summary Education Lexington Public Schools $ 106,551,278 $ 109,609,162 $ 118,357,656 $ 123,376,981 Minuteman Regional School $ 2,126,217 $ 2,470,131 $ 2,863,147 $ 3,130,038 Subtotal Education $ 108,677,495 $ 112,079,293 $ 121,220,803 $ 126,507,019 Municipal Departments $ 37,269,567 $ 37,066,490 $ 41,598,660 $ 43,000,887 Shared Expenses Benefits&Insurance $ 32,378,943 $ 34,516,484 $ 37,964,483 $ 39,854,559 Property Insurance&Solar $ 1,334,624 $ 1,440,268 $ 1,505,000 $ 1,485,000 Debt (within-levy) $ 10,837,525 $ 9,556,878 $ 10,371,583 $ 10,397,112 Reserve Fund $ — $ — $ 750,000 $ 750,000 Facilities $ 10,732,720 $ 11,095,414 $ 11,990,390 $ 12,153,365 Subtotal Shared Expenses $ 55,283,812 $ 56,609,045 $ 62,581,456 $ 64,640,036 Capital Cash Capital (designated) $ 7,743,938 $ 8,137,274 $ 7,812,019 $ 8,533,164 Subtotal Capital $ 7,743,938 $ 8,137,274 $ 7,812,019 $ 8,533,164 Other Other (allocated) $ 5,674,348 $ 4,358,036 $ 1,368,916 $ 7,971,610 Other (unallocated) $ — $ — $ — $ 500,000 Subtotal Other $ 5,674,348 $ 4,358,036 $ 1,368,916 $ 8,471,610 Total General Fund $ 214,649,160 $ 218,250,138 $ 234,581,853 $ 251,152,716 General Fund Surplus/(Deficit) $ 10,261,023 $ 13,696,925 $ — $ (1) FY2022 Recommended Budget& Financing Plan February 22, 2021 1 N O N N r j 0 o O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O N � o � 0 p LL W V C O N 0 Ln N .--i O i� O 01 co W W W O 0) � l0 01 LL\ I e N M M 01 Lp 01 n 1p OO O N O1 I I I W W Ln N O N I I M N UJ S � 0) O N M O � v O d' O M W ^O U Ln Ln — 0 M O N LnOl O O O O O Lp Ln O1 Ln r■I N 0) �■■� Lp N m O n n I O O I I I O O O n O N I I n O O V M W N O� Lp .--i .--i M o o O o 0 Lp Lp In O) N 0) LO m LO O Ln O O O Ln Ln Lp L(j N W ' c O N 0 n .--i N � N-i W N .�-i W N ko N D m4-0 C Lr N v y O U In N yr yr iR yr yr yr yr yr yr yr yr yr vj yr yr vj yr vj yr yr yr vj yr vj yr iR r0 W 01 O n M tp W m O O O 01 O O O O O O W T N O O Ln 0 Q) �.. 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