Loading...
HomeMy WebLinkAboutMiscellaneous - Sharpners Pond RoadP -/NF1 �ueu.�J CAPITOL PARTNERS, INC. WILLIAM J. CUNNINGHAM Principal 601 Pennsylvania Avenue, N.W. • Washington, DC 20004 202-220-3181 • Fax 202-220-3182 P.O. Box 1992 Andover, MA 01810 978-475-3444 Fax 978-474-8747 wcunninghani@capitol-partners.com 1 wmmmv&meq. -..7r. - - '% L:i'u4.' �'nj'44 +Y %*"a ..•— ._ TOWN OF NORTH ANDOVER OFFICE OF TOWN MANAGER 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 Mark H. Reesn Telephone (978) 688-9510 Town Manager (-'0"'.( FAX (978) 688-9556 February 9, 2005 Mr. Paul Gilmartin Frost Realty III C/o Valley Forum 654 South Union Street Lawrence, MA 01846 Via Certified Mail, Return Receipt Requested Dear Mr. Gilmartin, Thank you for your recent submission in response to the request for proposals (RFP) the Town of North Andover issued pertaining to the construction of an ice rink facility. Unfortunately, Town Counsel, Thomas J. Urbelis, Esq. has determined that your proposal did not meet the minimum criteria established in RFP as detailed in the attached letter and by law must be rejected. The Board of Selectmen voted to do so at their February 7, 2005 meeting. We are also enclosing your $5,000 check (#509320029) that accompanied your proposal. The Board of Selectmen established a committee to revisit the RFP with the intent of drafting possible revisions to the document so as to generate more interest in this project consistent with the Town Meeting vote that authorized it. We will be in contact with you as the work of the committee progresses. Again, thank you in your interest in submitting a proposal and we look forward to working with you in the future as we consider alternative ways to bring a ice rink to North Andover. Iarl erely, H. R s Town Manager Enclosures Cc: Board of Selectmen Ice Facility Committee Thomas Urbelis, Esq. M THOMAS J. URBELIS e-mail t u@uf-law.com Board of Selectmen North Andover Town Offices 120 Main Street North Andover, MA 01845 URBELIS & FIELDSTEEL, LLP 155 FEDERAL STREET BOSTON, MASSACHUSETTS 02110-1727 Telephone 617-338-2200 Telecopier 617-338-0122 February 1, 2005 RE: FROST REALTY III RESPONSE TO REQUEST FOR PROPOSALS Dear Members of the Board: Im Andover Telephone 978475-4552 We have reviewed the response of Frost Realty III to the Town's Request for Proposals for the disposition of land on Sharpners Pond Road. Enclosed is a list of those areas we have identified where the Proposal is not responsive to the Minimum Criteria required by the Request for Proposals. As a matter of law, under M. G. L. c. 30B, when a proposer does not satisfy the Minimum Criteria, the proposal must be rejected. Please let us know if you have any questions regarding the enclosed. Enclosure TJU/lah cc: Mark Rees (w/enc.) s:\wp51\work\n-andove\corresp\selectrnen.ltr-frostreally.doc Very truly yours, Thomas J. Ur lis FROST REALTY III RFP RESPONSE RESPONSivENES� I� UES Section 1..— TtiliL The proposer is responsible to provide water and sewer to the project at the proposer's cost. Proposer shall agree to accept a quitclaim deed with restrictions limiting the use of the Property to an ice skating rink facility and from April 16 to Labor Day for other sport activities not inconsistent with the general use of the Property as an ice skating rink facility. RFP Required: 1. Executed Non -Collusion Affidavit 2. Executed Tax Compliance 3. Executed Disclosure Form 4. Financial Statements of New Entities Proposal requires reduced or free ice time for NAHS hockey and Youth Hockey (Group to be designated by Selectmen). Pararanh 3 Acces Requires Proposer to improve access roads Requires ice time to be provided to high school hockey for at least 20 years $Awp51\work\n-and0ve\fr0st realty iii.doc Proposer will take responsibility but will deduct the cost of bringing water and sewer from the purchase price and will also deduct the cost of widening the access road from the purchase price. rroposer objects to restrictions in deed; proposes a five-year restriction or "right of first offer" to the Town. Proposal 1. Certificate Not Executed 2. Certificate Not Executed 3. Form Not Executed 4. Not Submitted; Town may examine statements of related Entities is to current market rate; proposal restricts Youth Hockey time to NA Youth Hockey Program, registered with Mass Hockey, an Affiliate of USA Hockey. Proposer will improve roads, but will deduct cost from purchase price. Proposer as as proposer owns the facility, not less than 5 years. Specific game ice time to be specified by time for girls team HS Hockey coach. Paragraph 5(b) Requires 5 hours per week practice time at no cost to Town; remainder of practice time discounted, not to exceed $50.00 per hour Proposer names specific times for games; no mention of girls, games. Proposal provides for practice time at $50.00 per hour discount from then current market rate; town must issue an annual Purchase order and provide $2 million liability insurance naming Proposer as additional insured. Requires that high school have the rit to rroposai provides for the right to punch; ice time at $50.00 discount from the purchase 1 hour of ice time before school Monday "normal fee" on an "as available" basis. through Friday at a rate not to exceed $50.00 per hour NA Hockey shall have a right of first refusal during hockey season to purchase additional ice time at market rates. -111 illa&v reasonawe extorts" to provide notice of any additional ice time to NA Hockey After 20 years, NA Hockey shall have no At the end of 20 years NA Hockey shall have the further rights, and if the rink ceases to right of first refusal for all ice time hours at market operate no such rights will exceed 5 years. rate. Paragraph 6(al Proposer shall provide Youth Hockey with ice time at market rate for at least 20 years. RFP specifies method for determining market rate. Proposal specifies certain ice time requirements for Youth Hockey. Board of Selectmen to determine which organization shall receive the ice time. `a Proposer would allow North Andover Youth Hockey to purchase any availability non -contracted ice time on a monthly basis at market rates. Proposal specifies a different formula. xesponse is not directly responsive to the ice time requirements; proposes its own ice allocation schedule r • , r 14 11 — UW11 I"UDllG 1KaTln 1clmg Proposer shall provide the Town ice time from November 1 to March 30 on Sundays from 6.30 p.m. to 8:30 p.m. at no cost to the Town. In addition to the High School HockeyLocker Room, there shall be four locker rooms and each shall have bathroom and shower facilities. At no cost to the Town, proposer to provide a trophy case for NA Hockey, a dedicated locker room for boys and a dedicated locker room for girls. Proposer shall enter into a Declaration of Restrictions with specific terms. 3 rroposer restricts the organizations may receive the ice time. runiic skating time available every Sunday—from November 1 to March 30 from 5:40 p.m. to 7:40 p.m. at minimal daily entry fee. No provision for high school locker room; provides for four locker rooms, with each two having common bathroom and shower facilities for a trophy case at town costs. Proposer will allow Town to add on two locker rooms at town cost. rroposer will enter into a modified negotiated Declaration of Restrictions for five years. Mark H. Rees Town Manager December 1, 2004 Ms. Alison McKay Conservation Director 400 Osgood Street North Andover, A 01845 ,j� l5d Dear �. cKay: TOWN OF NORTH ANDOVER OFFICE OF TOWN MANAGER 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 Telephone (978) 688-9510 FAX (978) 688-9556 RECEIVED P("� DEC 0 2 2004 NORTHANDOVER ERVATION COMMISSION As a member of the committee that assisted in the development of the Request r Proposals for the development of an ice rink facility on Sharpners Pond Road, I am sure you will a interested in receiving a final copy of the RFP that was recently approved by the Board of Selectmen f r advertisement and issuance. A list of potential vendors that were sent notices is included. Should you know Pf anyone else who may be interested in submitted a proposal please contact me and we will forward hinj or her a notice as well. In order to keep track of who has received copies of the RFP, please refer any p office for a copy of the RFP so that we can keep a log. This record is necessary distribute updates or modifications to the RFP. Thank y u for your hard work in assisting in the drafting of this document. Since 1 , Ma H. Rees Town Manager MHR/aj j Cc: Board of Selectmen Attachment retial bidders to my order to properly TOWN OF NORTH ANDOVER OFFICE OF TOWN MANAGER 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 Mark H. Rees o Town Manager REQUEST FOR PROPOSALS — Sale of Town Land for the Development of an Ice TOWN OF NORTH ANDOVER RECEIVED DEC 0 2 2004 NORTH ANDOVER CONSERVATION COMMISSION Telephone (978) 688-9510 FAX (978) 688-9556 ng Facility The Town of North Andover is seeking proposals for the disposition of a 5.94 acre parcel of land and development of an ice skating rink facility locat d at the Sharpners Pond Recreation Facility in North Andover. The Request for Proposals is available in the North Andover Townl Manager's Office, 120 Main Street, North Andover, MA 01845. Questions regarding the proposal maybe directed to Mark H. Rees, Town Manager at 978-688-9510. A mandatory pre -proposal conference will be held at the North January 4, 2005 at 10:00 A.M. Proposals are due 10:00 A.M. on January 28, 2005, at the North 120 Main Street, North Andover in the Town Manager's Office. The Town of North Andover reserves the right to reject any and all in the best interest of the Town. r Town Hall on over Town Hall, proposals as may be TOWN OF NORTH ANDOVER OFFICE OF TOWN MANAGER 120 MAIN STREET :NORTH ANDOVER, MASSACHUSETTS 01845 Mark H. Rees Town Manager Vendor List (Mailed notice of RFP being issued) Mr. David McCarthy CANAM Hockey Group 110 Sutton Hill Road North Andover, MA 01845 (978-376-8356) Mr. Paul Leman President New England College Development League P.O. Box 563 Accord, MA 02018 (781-982-9872) Mr. Daniel Fawcett Owner Rhode Island Sports Center 1186 Eddie Dowling Highway North Smithfield, RI Mr. Peter Ferriero Director Top Gun Hockey School C/o Rocky Hill Advisors 7 Essex Green Drive Suite 53-55 Peabody, MA 01960 978-531-5900 Mr. Paul Gilmartin President Valley League C/o Valley Forum 654 So. Union Street Lawrence, MA 01846 Telephone (978) 688-9510 FAX (978) 688-9556 RECEIVED DEC 0 2 2004 V �j NORTH ANDOVER CONSERVATION COMMISSION TOWN OF NORTH ANDOVER ACTING BY AND THROUGH THE TOWN OF NORTH AN] OF SELECTMEN, BY A RECON MENDATION OF THE TO ANDOVER SELECTION COMMITTEE REQUEST FOR PROPOSALS FOR THE DISPOSITION OFA 5.94 ACRE PARCEL OF AND DEVELOPMENT OFANICE SKATING RINK FA CIL LOCATED AT THE SHARPNERS POND RECREATIONAL FA NORTHANDOVER, MASSACHUSETTS REQUEST FOR PROPOSALS S. 94ACRE PARCEL/DEVELOPMENT OF ICE SKATING RINK RECEIVED DEC 0 2 2004 7'. NORTH ANDOVER ERVATION COMMISSION ER BOARD OF NORTH SECTION I. A. B. C. D. E. F. SECTION H. A, B. SECTION III. SECTION IV. SECTION V. A. B. EXHIBITS TOWN OF NORTH ANDOVER, MASSACHUSETTS REQUEST FOR PROPOSALS DISPOSITION OF A 5.94 ACRE PARCEL AND DEVELOPMENT OF ICE SKATING RINK FACILITY TABLE OF CONTENTS GENERAL INFORMATION Introduction Site Development Utilities Site Layout Zoning and Use Requirements Reuse Restrictions SUBMISSION REQUIREMENTS Price Proposal Non Price Proposal MINIMUM CRITERIA COMPARATIVE EVALUATION CRITERIA REVIEW AND SELECTION PROCESS Review and selection process Execution of Purchase and Sale Agreement A. Legal Description B. Town of North Andover Zoning Map B 1 Wetlands Plan C. Site Plan D. Certificate of Non -Collusion D 1 Certificate of State Tax Com E. Disclosure of Beneficial Interests in Real Property Transaction 2 REQUEST FOR PROPOSALS S.94 ACRE PARCEL/DEVELOPMENT OF ICE SKATING RIAW F. Access Road Improvement Costs G. Land Disposition Agreement REQUEST FOR PROPOSALS 5.94 ACRE PARCELIDEVELOPMENT OF ICE SKATING RINK TOWN OF NORTH ANDOVER, MASSACHUSETTS REQUEST FOR PROPOSALS DISPOSITION OF A 5.94 ACRE PARCEL AND DEVELOPMENT OF ICE SKATING RINK FACILITY SECTION I. GENERAL INFORMATION A. Introduction The Town of North Andover (the "Town"), acting by and through the own of North Andover Board of Selectmen (the "Selectmen") by a recommendation of the Selection Committee for the Town of North Andover (the "Selection Committee") and North Andover Town Manager, is seeking proposals to purchase a 5.94 acre parcel of land (tt. a "Property") and develop an ice skating rink facility for the benefit of the North Andover High School Hockey Program ("NA Hockey"), Youth Hockey Programs in the Town of North Andover ("Youth Hockey") and to generate additional tax revenue for the Town and other enum rated public benefits. The Property is located off of Sharpners Pond Road at the Sharpners Pond Recreational Facility, as shown on Exhibit A attached hereto and incorporated herein. B. Site Development Vehicular access to the Property can be obtained from Sharpners PondRoad, a public way. Any development of the Property will require full compliance with all bui Iding and zoning requirements of the Town. Development analysis by the North Andover Plann ng Board (the "Planning Board") will take into consideration the use of the Property for recrc ational purposes in conjunction with the Sharpners Pond Recreational Facility as well as sensitivity both in design and impact to the surrounding area. It is the responsibility of the developer to acquire at the developer's exliense all necessary waivers, approvals and permits from appropriate regulatory agencies, including but not limited to the Building Commissioner, Zoning Board of Appeals, Conservation Commissi n, Department of Public Works and Planning Board. The transfer of the Property and payme t by the Buyer of the purchase price will not occur until the developer has obtained a Building P rmit for the ice skating rink facility. The developer shall have two hundred seventy (270)days er the execution of the Land Disposition Agreement to obtain a Building Permit. These conditions will be included in land disposition agreement. 4 REQUEST FOR PROPOSALS 5.94 ACRE PARCELIDEVELOPMENT OF ICE SKATING RINK C. Utilities The Property is situated off Sharpners Pond Road, a public way and an road. Proposers will be required to improve the access to the Property by wide road and paving the access road up to the adjacent athletic fields and the stone the Property. Major utilities servicing the Property are currently not available. responsible to provide water and sewer to the project at the proposer's cost .W service will become available in the vicinity of the project upon the completion housing development along Route 114. It is anticipated that a sewer pumping required. and that water and sewer service will become available in the vicinity months. The proposer may consult with the North Andover Department of Pub further information on water and sewer. As the extension of these utilities is a development, the town is not responsible for either their installation or timing installation. D. Site Layout The Property is located on the north side of Sharpners Pond Road and t intersection of Sharpners Pond Road and Route 114 as shown on the Town of Zoning Map attached hereto as Exhibit B and incorporated herein. The Proper shape and contains 5.94 acres. The Property is more particularly described on attached hereto as Exhibit C and incorporated herein. The Town has commissi identification of protected wetlands as defined by the Massachusetts and North protection laws. These wetlands are indicated on Exhibit B-1 attached hereto herein. This exhibit is for informational purposes only and should not beconcl upon by the developer. The developer will still have to comply with applicable wetlands protection laws and policies and procedures. E. Zoning, and Use Requirements The proposed Project is subject to the following zoning and use Town of North Andover Zoning Bylaw (the `Bylaw"): Zoning; District. The Property is located within an Industrial 1 Zoning District ("I-1" ). 2. Use Requirements. Pursuant to Section 4.132 of the Bylaw and Table 1 of the Bylaw, Sur Regulations, use of the Property for an "indoor ice skating facility" is allowed a special permit by the Planning Board. 5 REQUEST FOR PROPOSALS 5.94 ACRE PARCEL/DEVELOPMENT OF ICE SKATING RINK ajacent access ung the access arking lot next to he proposer is ter and sewer f the Meadows ation may be in eight (8) c Works for art of a private their o the east of the Vorth Andover .y is rectangular in the site plan )ned the Andover Wetland nd incorporated isively relied state and town under the of Use the grant of 3. Dimensional Requirements. Pursuant to Section 7 of the Bylaw and Table 2 of the Bylaw, Summary of Dimensional Requirements, the dimensional requirements applicable to the Property are as follows: Dimensional Requirements Minimum Lot Area (SF) 80,000 Maximum Height (FT) 55 Street Frontage Minimum (FT) 150 Front Set -Back Minimum (FT) 50 Side Set -Back Maximum (FT) 50 Rear Set -Back Minimum (FT) 50 Floor Area Ratio Maximum 0.50:1 Lot Coverage Maximum 35% Density Maximum/Acre N/A Proposers should meet with and discuss the permitting of an ice rink facility with the Planning Board and Building Department. The designated developer will have to seek a special permit from the Planning Board once they are selected by the Town. F. Reuse Restrictions Use of the Property will be limited to that of an ice skating rink facility and from April 16 to Labor Day, the Property may also be used for other sport activities not inconsistent with the general use of the Property as an ice skating rink facility. Upon conveyance of the Property by the Town, the selected proposer agrees to accept a quitclaim deed with restrictions limiting the use of the Property to an ice skating rink facility and from April 16 to Labor Day for other sport activities not inconsistent with the general use of the Property as an ice skating rink facility. The Selectmen shall also reserve the right to restrict the use of the Property between the hours of midnight and 6:00 a.m., if in their sole discretion they determine that use during those hours would not be in the best interests of the Town. Furthermore, the Selectmen shall require the selected proposer to enter into a land disposition agreement with the Town as shown in Exhibit G. The sale of the premises shall be subject to the conditions and restrictions contained in said 2 REQUEST FOR PROPOSALS 5.94 ACRE PARCEL/DEVELOPMENT OF ICE SLATING RINK Land Disposition Agreement and the Deed and Declaration of Restrictions, Easements and Option to Purchase attached thereto. REQUEST FOR PROPOSALS 5.94 ACRE PARCEL/DEVELOPMENT OF ICE SKATING R[AW SECTION H. SUBMISSION REQUIREMENTS Submission Procedures The following documents are required to be submitted to properly respond to this Request for Proposals. A sealed proposal (the "Proposal") that includes the following information: 1. Pursuant to M.G.L. c. 30B, certification that each proposal was made in good faith and without collusion or fraud demonstrated by the execution of the non- collusion form attached hereto as Exhibit D. 2. Pursuant to M. G. L. c. 62C, § 49A, a certification that the proposer has paid all Massachusetts taxes and has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors and withholding and remitting child support, attached hereto as Exhibit DI. 3. Pursuant to M.G.L. c. 7, §40J, identification of the buyer or buying entity including name and address as well as its attorney. Furthermore, proposers should submit a disclosure of beneficial interests on the form attached hereto as Exhibit E. 4. Last three (3) years financial statements and balance sheets reviewed or better by an independent Certified Public Accountant of the corporation, partnership, individuals or other entity submitting the proposal as the proposed purchaser, demonstrating their financial capabilities. For firms less than three (3) years in business, all financial statements of the firm shall be included. 5. A plan for the intended use of the Property as an ice skating rink facility. The proposed developer should estimate the number of employees and include any new jobs to be created. 6. A financial plan showing a breakdown of project costs including construction cost, the amount of developer equity, the amount of debt financing and a five-year operating pro -forma. 8 REQUEST FOR PROPOSALS 5.94 ACRE PARCELIDEVELOPMENT OF ICE SWA TING RINK 7. Schematic plans showing the ice rink on the site and elevations showing the height of the proposed building, the fagade treatment and proposed landscaping. In addition, the plans should also show the design of the locker rooms, storage areas and lobby and compliance with the minimum building and parking requirements of the Bylaw. 8. Relevant experience developing and managing ice skating rink facilities. 9. The amount of reduced or free ice time NA Hockey and the Youth Hockey will receive. In addition, proposers should identify the types of preferential hours/days they will provide the NA Hockey and the Youth Hockey if any. 10. A statement of the amount that the Proposer offers to pay to the Town of North Andover for the Property. Proposals shall be received no later than 10:00 a.m. on Friday, January 28, 2005 addressed to Mark H. Rees, Town Manager, Town of North Andover, Town Hall, 120 Main Street, North Andover, Massachusetts 01845. Proposals received later than the date or time specified will be rejected and returned to the respective proposer. Original and ten (10) copies of each Proposal are required. No Proposal will be opened or evaluated prior to the aforementioned time. Proposals must be contained within sealed packages and plainly marked "Proposal for North Andover Hockey Rink". The Town reserves the right to cancel the Request for Proposals, or reject in whole or in part any proposal when the procurement officer determines that cancellation or rejection serves the best interests of the Town and to waive minor informalities or allow the proposer to correct them. Before submitting a Proposal in response to this Request for Proposals it is the responsibility of the proposers to familiarize themselves with the development site, zoning requirements and surrounding land uses. A Five Thousand ($5,000.00) Dollar good faith deposit must accompany each Proposal payable to the Town by certified, cashier's, treasurer's or bank check(s). All good faith deposits are refundable and will be returned within 30 days after a proposer has been selected except for the deposit of the proposer selected as most advantageous. The Town reserves the right to delay consideration of Proposals, or reject any and all Proposals, for any reason, if the circumstances so indicate and it is in the public interest to do so. The proposal must be signed as follows: (1) if the proposer is an individual, by her/him personally; (2) if the proposer is a partnership, by the name of the partnership, followed by the signature of each general partner; and (3) if the proposer is a corporation, by the authorized officer, whose signature must be attested to by the Clerk/Secretary of the Corporation and the corporate seal affixed. A pre -proposal conference which is mandatory for all prospective proposers will be held at North Andover Town Hall, 120 Main Street, North Andover, MA 01845, on January 9 REQUEST FOR PROPOSALS 5.94 ACRE PARCEL/DEVELOPMENT OF ICE SKATING RINK 4, 2005 at 10:00 a.m., at which time, prospective proposers may ask questions about this RFP. Questions concerning this Request for Proposals must be submitted in writing to Mark Rees, Town Manager, Town of North Andover Town Hall, 120 Main Street, North Andover, MA 01845, before 4:30 p.m., on January 10, 2005. Written responses will be mailed or faxed to all proposers on record as having picked up the RFP. All addenda will be mailed or faxed to all proposers on record as having picked up by the RFP. A proposer may correct, modify or withdraw a proposal by written notice received by the Town prior to the time and date set for the opening of the Proposals. Modifications must be submitted in a sealed envelope clearly labeled 'Modification No. ." Each modification must be numbered in sequence and must refer to the original proposal. SECTION III. MR -01" CRITERIA All Proposals must meet the following minimum criteria in order to be considered for further evaluation: 1. ManMgement Experience. Each proposer must have at least five years experience operating an ice skating rink facility. 2. Development Experience. Each proposer must have developed at least one ice skating rink facility. 3. Access. Each proposer must address how they will improve the access road(s) to the Property and the adjacent athletic fields. Improvements shall include the construction of a five (5) foot wide bituminous concrete sidewalk and concrete curb in front of the proposed hockey rink. The sidewalk will link the hockey rink to adjacent athletic fields. The estimated associated engineering and construction costs for the required improvements to access road to athletic fields are detailed on Exhibit F attached hereto and incorporated herein. Site Plan approval by the North Andover Planning Board will be required. 4. Financial Capability of Proposer. Each proposer must demonstrate that it has the financial capability and resources to complete the contemplated project on a timely basis. Each proposer shall provide the financial statements listed in Section II of this Request for Proposals, and the selected proposer shall provide the financing commitments referenced to in the attached Land Disposition Agreement, in the manner and at the time specified therein. 10 REQUEST FOR PROPOSALS S 94 ACRE PARCEL/DEVELOPMENT OF ICE SWAYING RINW 5. Town High School Hockey Ice Time: The North Andover High School Hockey Season is from the Monday after Thanksgiving until Mid March. Each proposer shall provide the following ice time to the Town High School Hockey Program ("NA Hockey") for a period of at least twenty (20) years during each hockey season, commencing the first hockey season after construction of the ice rink facility. (a) The proposer shall provide ice time Monday through Friday, for two hours after school at the hours to be specified by NA Hockey (currently 2:30 p.m. to 4:30 p.m.) Game ice time to be provided will be five Saturday afternoons and five Wednesday evenings during NA Hockey season for two hours each session, with the specific times to be determined by NA Hockey. In the event that NA Hockey also has a girls team then a total of ten Saturday afternoons and ten evenings on days to be determined by NA Hockey shall be provided. (b) At a minimum, 5 hours of the NA Hockey ice time per week described in paragraph 5(a) shall be at no cost to the town. The Proposer shall propose a fee for the remainder of the time listed which shall not exceed $50.00 per hour for practice time and shall not exceed market rate as defined herein for game time. (c) NA Hockey shall have the right to purchase one hour of ice time before school at a time to be determined by NA Hockey from Monday through Friday. The proposer shall propose a fee for this time, which shall not exceed $50.00 per hour. (d) Should game and practice time not be necessary, the proposer can sell the ice time to other parties at the proposer's discretion. (e) NA Hockey shall have a right of first refusal during hockey season to purchase any additional ice time (other than provided above) at market rates (see below for definition of market rates). (f) At the end of twenty (20) years, NA Hockey shall have the right of first refusal for any and all ice time hours, unlimited in duration, and at any time, at market rate as defined below for so long as the property is used as an ice rink facility. 6. Youth Hockey Ice Time. (a) Each proposer shall also provide ice time to Youth Hockey at market rates during Youth Hockey season. Said season shall be from the day after Labor Day to mid April. During said season and for a period of at least 20 years and for so long as the property is used as an ice rink facility, the Youth Hockey shall have a right of first refusal (after North Andover Hockey and Town Public Skating time) to purchase any ice time at market rates 11 REQUEST FOR PROPOSALS 5.94 ACRE PARCELIDEVELOPMENT OF ICE SKATING RINK (b) Market rates shall be determined annually by at least June 1" for the season beginning on the day after Labor Day using the following method: The owner shall conduct a survey of all similar ice rink facilities within a 25 mile radius of North Andover with the market rate for the North Andover facility being determined by averaging the rates of the surveyed rinks. The owner of the rink shall have the right to decrease the rate any amount. In the event there is a dispute between the parties regarding the establishment of a market rate the dispute shall be submitted to binding arbitration to the American Arbitration Association with the arbitration costs being borne equally by each party. (c) Youth Hockey shall have available to it following hours of ice time from the day after Labor Day until mid April for a period of at least twenty years: (1) YOUTH HOCKEY TEAMS Two hours of practice time and two hours of game time per week for each Youth Hockey team. Practice time may be on a split sheet of ice, with two teams on the same ice sheet. Time shall be determined by Youth Hockey and shall not conflict with NA Hockey time. Weekday time shall be between the hours of 4:30 p.m. to 8:30 p.m., or Saturdays and Sundays after 8:00 a.m. may be substituted for weekday ice times. (2) Youth Hockey In -Town Ice Time 22 weeks at 1 hour per week for a "Learn to Skate Program" 22 weeks at 2 hours per week for an "In House Program Specific time shall be determined by Youth Hockey but shall generally be on Saturdays and Sundays after 8:30 a.m. or weekdays between 4:30 p.m. and 6:30 p.m. The North Andover Board of Selectmen shall determine what organization or organizations receive the foregoing ice time for the benefit of Youth Hockey in the Town of North Andover. The Selectmen may appoint a task force to make recommendations with regard to the allocation of this time. 7. Town Public Skating,, Ice Time. Each proposer shall provide the North Andover Public Skating Program with ice time from November 1" to March 30'x, every Sunday from 6:30 p.m. to 8:30 p.m at no cost to the Town for a period of at least twenty years commencing on the first November after construction of the ice rink facility. During said period, the Town shall have the right of first refusal (after North Andover Hockey), for additional hours at market rates as defined above. At the conclusion of said period the Town shall have the right of first refusal (after NA Hockey )for any and all ice time hours, unlimited in duration at any time, at market rates as defined above so long as the property is used as an ice rink facility. 12 REQUEST FOR PROPOSALS 5.94 ACRE PARCEL/DEVELOPMENT OF ICE SKATING RINK 8. Size and design of the facility. The facility shall contain one National Hockey League regulation sized ice rink including bench areas for two teams, time keeper and penalty boxes. There shall be, in addition to the High School Hockey Locker Rooms, mentioned in section 9 below, four (4) locker rooms and each shall have bathroom and shower facilities. There shall be spectator seating for a minimum of 400 seats. Parking for a minimum of 150 parking spaces (including handicap spaces per town zoning regulations) shall be provided on an asphalt surface. 9. Town Higb School Hockey Locker Rooms. At no cost to the Town, each proposer shall provide NA Hockey with a trophy case in the lobby area, a dedicated locker room for boys and a dedicated locker room for girls, that include gender appropriate bathroom and shower facilities for so long as the property is used as an ice rink facility. The Athletic Director of North Andover High School shall have design input on the locker rooms and trophy case. 10. NA Hockey and Youth Hockey shall have the right to hang identifying banners and championship banners in the facility consistent with standard practice in other ice rink facilities in Massachusetts. 11. The proposer selected shall enter into a Declaration of Restrictions to be recorded at the Registry of Deeds, containing the foregoing terms in Paragraphs 5-10. The proposer selected shall also enter into a Land Disposition Agreement with the Town in the form and substance attached as Exhibit G and incorporated into this Request for Proposals. SECTION IV. COMPARATIVE EVALUATION CRITERIA Proposals which meet the minimum criteria will be evaluated based on the following comparative criteria: 1. Management Experience. Number of years experience managing ice skating rink facilities.: Highly Advantageous- The proposer has 10 years or more of experience in managing ice skating rink facilities Advantageous- The proposer has between five (5) years and ten (10) years of experience in managing ice skating rink facilities 2. Development Experience. Number of ice skating rink facilities developed by proposers. 13 REQUEST FOR PROPOSALS 5.94 ACRE PARCEL/DEVELOPMENT OF ICE SKATING RIA% Highly Advantageous- The proposer has developed more than two ice skating rinks Advantageous- The proposer has developed one or two ice skating rinks 3. Town High School Hockey Ice Time The number of years that ice time will be provided to Town High School Hockey on A reduced or no fee basis: Highly advantageous The proposer will provide the ice time described in Section III. 5. for a period exceeding twenty years. The longest period of time proposed will be considered most advantageous Advantageous The proposer will provide the ice time described in Section 111 5. for a period of twenty years The fees that the proposer will charge NA Hockey. Highly advantageous- NA Hockey shall be provided all ice time at no charge. Advantageous- NA Hockey shall be provided the ice times at terms specified in Section III(5) for a minimum of 20years. 4. Town Public Skating Ice Time. The type of access to the facility that the proposer will provide the Town Public Skating program: Highly Advantageous The proposer shall provide ice time to the Town Public Skating Program as specified in Section III(7) above at no charge for so long as to Property is used as an ice rink facility. Advantageous- The proposer shall provide ice time as specified in Section III (7) above at no charge for a minimum of 20 years. 5. Price The price which the proposer offers to pay shall be taken into account with a higher price being considered more advantageous. 14 REQUEST FOR PROPOSALS 5.94 ACRE PARCEUDEVELOPMENT OF ICE SM TING RIN% SECTION V. REVIEW AND SELECTION PROCESS A. Review and Selection Process. This Request for Proposals, and the award hereunder, is subject to Massachusetts General Laws Chapter 30B. The contract for the sale of the Property will be awarded to the proposer deemed by the Selection Committee, to be appointed by the Board of Selectmen, and Town Manager and the Selectmen to have submitted the most advantageous proposal taking into consideration all of the comparative criteria listed above in Section IV as well as price. The Town reserves the right to reject any and all Proposals determined not to be in the best interests of the Town. Moreover, the Town is not required to select the proposer who submits the highest price for the purchase of the Property. The Town reserves the right to interview any or all proposers as a part of the evaluation process. The Town shall determine the most advantageous proposal from a responsible and responsive proposer taking into consideration price and evaluation criteria set forth in the RFP. The Town shall consider both price and non -price criteria in determining the most advantageous proposal, and reserves the right to choose a proposer who offers a higher purchase price and/or lower price for ice time, even if that proposal is not the highest ranked based on non -price criteria, or to choose a proposer who offers a lower purchase price and/or a higher price for ice time, if that proposal ranks higher on non -price criteria. The recommendation for sale will then be presented by the Town Manager and the Chairman of the Town Selection Committee to the Town Selectmen for consideration and approval. The Selectmen shall have the sole authority to make the final determination as to the award. B. Execution of Land Disposition Agreement. Within thirty days after the proposer has been selected by the Board of Selectmen, the Town and the proposer will enter into a Land Disposition Agreement for the Sale of the Property in the form and containing the terms and conditions attached hereto as Exhibit G. If the proposer does not enter into such Agreement within said thirty days, the Town may keep the $5,000 deposit. Furthermore, the selected proposer will also be required to provide certification of tax compliance pursuant to M.G.L. c. 62C § 49A. 15 REQUEST FOR PROPOSALS 5.94 ACRE PARCELIDEVELOPMENT OF ICE SKATING RINK 11: LEGAL DESCRIPTION A parcel of land located on the north side of Sharpners Pond Road, beginning at a point located 438.03' east of the intersection of Sharpners Road and Route 114, at a point on the north side of Sharpners Pond Road running: Northwesterly 322.14' along two courses to a point at other land of the Town of North Andover, thence Easterly 554.82' along land of the Town of North Andover to a point thence Southeasterly 205.82' along land of the Town of North Andover to a point thence Easterly 121.61' along land of the Town of North Andover to a point thence Southeasterly 106.24' along land of the Town of North Andover to a point thence R = 30.00' L47.35' along land of the Town of North Andover, along a curve to the right to a point on the North side of Sharpners Pond Road, thence R = 1984.86' L = 695.33' along a curve to the left along Sharpners Pond Road to a point, thence Southwesterly 137.86' along the sideline of Sharpners Pond Road to a Point, said point being the point of be Said parcel contains 5.03 acres of land and is shown as Lot A on a "Plan of Land proposed for rezoning in North Andover, MA prepared for North Andover Youth Hockey Association, March 29, 2003, Merrimack Engineering Services, 66 Park Street, Andover, MA 01810" and on file in the office of the Town Clerk, and that certain parcel of land shown as Parcel X on Plan entitled `Flan of Land in North Andover, MA prepared for Town of North Andover Department of Public Works, October 24, 2003 scale 1" = 50' by Merrimack Engineering Services, 66 Park Street, Andover, MA 01810" and described as follows: 17 REQUEST FOR PROPOSALS 5.94 ACRE PARCELIDEVELOPMENT OF ICE SKATING RINK Beginning at the southwesterly corner at a point on a stone wall at land of the Town of North Andover at a point 46.36' southeasterly from a drill hole in a stone wall, said point being on the sideline of Sharpners Pond Road, running Northeasterly 137.86' along t he sideline of Sharpners Pond Road along and of the Town of North Andover to a point of curvature, thence Northeasterly 695.33' along the sideline of Sharpners Pond Road along land of the Town of North Andover to a point of curvature, thence Southeasterly 48.00' into the right of way of Sharpners Pond Road to a oint, thence Southwesterly 678.51' along a curve to the left of radius of 1936.86' along a line within the Sharpners Pond right of way to a point of curvature, thence Southwesterly 137.86' along a line within the Sharpners Pond Road ri t of way to a point, thence Northwesterly 48.00' along a line within the Sharpners Pond Road right of way to a point on a stonewall said point being the point of beginning. Said parcel contains 39,629 square feet land area; or take any action relative thereto. 18 REQUEST FOR PROPOSALS 5.94 ACRE PARCELIDEVELOPMENT OF ICE SKATING RINK SH hR P.A)e- 's Po 7 .ow ✓' RoAb r "Ocic 1ri �> IpA ?v L -X iq i B I r t3 - ! - W 6TLAlV IIS P Lq Al, e. f mypg+by i ry AN: M NON -COLLUSION CERTIFICATE The undersigned certifies under pains and penalties of perjury that this contract has been obtained in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. CERTIFICATE OF STATE TAX COMPLIANCE Z , A Pursuant to Massachusetts General Laws, Chapter 62C, Section 49A , authorized signatory for name of signatory whose propos' principal place of business is at that does hereby certify under the pains and penalties of perjury has paid all proposer Massachusetts taxes and has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support. Federal Identification No. of propos' 22 REQUEST FOR PROPOSALS 5.94 ACRE PARCEL/DEVELOPMENT OF ICE SKATING RINK number A is cLoS"t6" OF 5elJ&;�MC(4t, &VTL-9US1" r'o" Exhibit t -:- DISCLOSURE STATEMENT under the provisions of G.L. c. 7,1 This disclosure statement is made pursuant to the provisions of General Laws Chapter 7, §40J, which requires that where real property shall be rented or sold to, or rented or purchased from, the North Town of Andover, this statement, signed under the penalties of perjury, be filed by the lessor, lessee, seller or purchaser (as the case may be) with the deputy commissioner of capital planning and operation Such agreement to sell or lease shall not be valid, nor shall any payment be made thereunder, until this section has been fully complied with. 1. The real estate matter to which this disclosure statement is made is: 2. The true names and addresses of all persons who have or will have a direct or indirect beneficial interest in said property are as follows, identifying any such person who is an official elected or appointed to public office in the Commonwealth of Massachusetts and the office held. Buyer - Seller - Beneficiaries - 3. During the term of a rental agreement, any change of interest in such property shall require fiAll disclosure under this section. 4. Any renewal or extension of an agreement of sale or lease shall require full disclosure under this section. 5. This disclosure statement must be filed with: Division of Capital Planning and Operations Office of the Deputy Commissioner 1 Ashburton Place, 15th Floor Boston, MA 02108 Please send a copy of the fully executed disclosure statement to: Town of North Andover Town Manager's Office Town Hall 120 Main Street North Andover, MA 01845 F Lc'5 T I W15 RS" of /y—' CAA" /Zo l -D CO S /3 RFP - HOCKEY RINK ACCESS ROAD IMPROVEMENTS 18' WIDE PAVED SECTION W/ 5' WIDE BIT. CONC. SIDEWALK (ONE SIDE ONLY ENGINEERING SERVICES TASK. COST., UNIT PRICE QUANTITY WETLAND DELINEATION $800.00 SURVEY/DESIGN $5,000.00 WETLAND FILING 1 $2,000.00 SUBTOTAL $7,800.00 CONSTRUCTION TASK. UNIT UNIT PRICE QUANTITY COST INSTALL SILT FENCE/HAYBALES L.F. $8.00 650 $5,200.00 INSTALL SILT FENCE/HAYBALES L.F $8.00 250 $2,000.00 CLEAR/GRUB L.F $3.00 250 $750.00 INSTALL CATCHBASIN EA. $1,200.00 2 $2,400.00 INSTALL DRAIN MANHOLE EA. $1,200.00 1 $1,200.00 INSTALL 12" PVC PIPE L.F. $15.00 50 $750.00 GRAVEL 12" - ROADWAY BASE C.Y. $7.00 180 $1,260.00 GRAVEL 8"7SIDEWALK BASE C.Y. $7.00 33 $231.00 BINDER PAVEMENT 18' wide, 2" thick TON $40.00 60 $2,400.00 TOP COURSE PAVEMENT 1 1/2" TON $40.00 45 $1,800.00 5' BIT. CONC. SIDEWALK 3" TON $85.00 25 $2,125.00 BIT. CONC. BERM L.F. $4.00 580 $2,320.00 RIP -RAP L.S. $300.00 GRADE,LOAM, SEED S.Y. $7.00 100 $700.00 SUBTOTAL $18,236.00 OFF-SITE CONSTRUCTION TASK. UNIT UNIT PRICE QUANTITY COST INSTALL SILT FENCE/HAYBALES L.F. $8.00 650 $5,200.00 EARTH EXCAVATION C.Y. $7.00 100 $700.00 GRAVEL 8" -SIDEWALK BASE C.Y. $10.00 80 $800.00 5' BIT. CONC. SIDEWALK 3" TON 1 $85.00 60 1 $5,100.00 BIT. CONC. BERM L.F. 1 $4.00 650 1 $2,600.00 SUBTOTAL 1 $14,400.00 GRAND TOTAL $40,436.00 axyl8-1 �- LAND DISPOSITION AGREEMENT AGREEMENT dated , 2004, between the TOWN OF NORTH ANDOVER, a public body politic and corporate, having its office at ("Seller') and , with an address at ("Buyer'). WHEREAS, Seller owns and is authorized to sell a parcel of land located off Sharpners Pond Road, North Andover, Massachusetts, consisting of approximately 5.94 acres of land, which is more particularly shown on plan entitled attached as Exhibit A hereto, and is more particularly described in , dated , recorded with Essex North District Registry of Deeds at Book , Page (the "Premises'), containing 5.94 acres of land, more or less.. WHEREAS, Seller issued a Request for Proposals ("RFP') dated , 2004, for the sale and development of the Property; WHEREAS, in response to the RFP, Buyer submitted a proposal (the "Proposal') to purchase the Premises and develop it as an indoor skating rink with accessory parking ("Project'); WHEREAS, Seller has provisionally designated Buyer to purchase and develop the Premises, subject to execution and delivery of a mutually satisfactory Land Disposition Agreement; NOW THEREFORE, in consideration of the mutual undertakings and covenants herein contained, Seller and Buyer hereby covenant and agree as follows: SECTION 1— SALE OF PREMISES 1.1 Agreement to Buy and to Sell. Seller agrees to SELL and Buyer agrees to BUY, at the price and upon the terms and conditions set forth in this Agreement, the Premises. 1.2 Condition of the Premises to be Conveyed. Seller and Buyer agree that the Premises shall be conveyed as is, and with all faults and without any guarantee, representation or warranty, express or implied of any kind, nature or description whatsoever with respect thereto, in the condition in which Premises exist at the time of the closing (as defined in Section 4.1 hereoi). Buyer acknowledges that it has not been influenced to enter into this transaction by, nor has it relied upon, any warranty, guaranty, statement or representation by Seller or by any trustee, director, officer, agent or employee of Seller. Seller assumes no responsibility for the present or future condition of the Property or its suitability for any specific purpose. No payment or allowance of any kind shall be made to Buyer, as compensation or damages because of any failure or delay of Seller, however caused. Buyer has examined the property, is familiar with the physical condition thereof, and acknowledges that Seller has made no representations with respect thereto. The Buyer is responsible to provide water and sewer to the premises at the Buyer's costs. It is anticipated that a sewer pumping station may be required. The Buyer may consult with the North Andover Department of Public Works for further information on water and sewer. 1.3 The Project. As more particularly described in the Proposal, the Buyer shall develop the Project into an indoor ice skating rink with accessory parking and from April 16 to Labor Day, the Project may also be used for other sport activities not inconsistent with the general use of the Property as an ice skating rink facility. Buyer agrees to develop the Project in accordance with the Proposal and the terms and conditions of this Agreement. SECTION 2 -- 2.1 Premises is PURCHASE PRICE, ACCEPTABLE FUNDS, AND ESCROW OF DEPOSIT Purchase Price. The consideration ("Purchase Price') to be paid by Buyer to Seller for the ($ ) DOLLARS which shall be paid as follows: $ [5% of Purchase Price]has been paid as a Deposit this day, are to be paid at the delivery of the deed in cash, or by certified, or cashier's check drawn on a Boston Clearing House Bank and payable directly to Seller without endorsement. Total Purchase Price 2.2 Dceosit. Buyer shall deposit $[5% of Purchase Price] with Seller upon the execution hereof to be held in an interest-bearing account by Seller as earnest money for the performance of this Agreement by Buyer. In the event the closing does not occur because of a default of the Buyer in the performance of any of its obligations hereunder, the Deposit together with accrued interest shall be paid to Seller, and the retention of such deposit shall be Seller's sole and exclusive remedy for any default hereunder by buyer as set forth in Section 4.6 below. SECTION 3 -- TITLE 3.1 Condition of Title. The Premises are to be conveyed by a good and sufficient quitclaim- deed, running to Buyer or to a nominee designated by Buyer by written notice to Seller at least seven (7) days before the deed is to be delivered, in which event said nominee shall execute the Declaration of Restrictions, Easements and Option to Purchase. Said deed shall convey a good and clear record and marketable title in fee simple, free from all encumbrances except: a. Provisions of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws; b. [Intentionally deleted]; c. Easements, restrictions and reservations of record, if any, so long as the same do not prohibit or materially interfere with the use of the Premises for the Project; d. [Intentionally Deleted]; e. Permitted Encumbrances (as defined in Section 3.3); and f. Provisions of the Deed and the Declaration of Restrictions, Easement and Option to Purchase attached hereto as Exhibits B.1 and B.2, respectively. 3.2 Title Examination. Buyer shall have a period of thirty (30) days after the date of this Agreement (the "Title Examination Period') within which to examine the We to the Premises and to secure a commitment from an American Land Title Association title insurer of Buyer's choice for the issuance of an owner's policy of title insurance (the "Commitment') covering the Premises, insuring title to the Premises free and clear of all title exceptions, except the Permitted Encumbrances (as hereinafter defined). 3.3 Title Insurance. Within the title Examination Period, Buyer shall provide a copy of the Commitment to Seller and shall simultaneously advise Seller of title exceptions set forth in the Commitment which do not comply with the provisions of Section 3.1 hereof and to which Buyer objects, if any (such exceptions to which Buyer objects being referred to herein as "Disallowed Encumbrances'). All other exceptions to title identified in the Commitment shall be deemed to have been waived by Buyer and Buyer shall accept title subject to such waived exceptions (such waived exceptions being referred to herein as "Permitted Encumbrances'). A title exception recorded after the date of the Commitment shall not be deemed a Permitted Encumbrance. Following Seller's receipt of the copy of the Commitment, Seller shall use reasonable efforts to cure any and all Disallowed Encumbrances and at Seller's option, the date of the Closing shall be extended for thirty (30) days. Buyer agrees that in making such reasonable efforts, Seller shall not be required to expend more than $10,000 in the aggregate exclusive of outstanding mortgages, real estate taxes and encumbrances voluntarily assumed by Seller. The cure of the Disallowed Encumbrances shall be evidenced by the elimination of exceptions from the Commitment by one or more endorsements thereto. 3.4 Title Defects — Cure. Except as provided in the next to the last sentence of Section 3.3, nothing in this Agreement shall require Seller to cure any Disallowed Encumbrance, nor shall this Agreement prohibit Buyer, at Buyer's own cost and expense, from undertaking to cure any title exceptions, including Disallowed Encumbrances, or to satisfy any Commitment requirements in an effort to facilitate the Closing. Seller shall, upon request by Buyer use reasonable efforts to assist Buyer to cure any title exceptions, including Disallowed Encumbrances and to fulfill the Commitment requirements provided, however, that Seller shall not be required to incur any costs except as provided in Section 3.3 above, or to reimburse Buyer for any costs incurred by Buyer in the exercise of Buyer's rights hereunder, in making such reasonable efforts. 3.5 Failure to Cure Title Defects. If seller fails to cure any Disallowed Encumbrance, or if Buyer has undertaken and been unable to cure such Disallowed Encumbrance, Buyer may, by written notice to Seller, elect among the following remedies: a. To waive any remaining, uncured Disallowed encumbrance and purchase the Premises subject thereto; or b. To terminate this Agreement and receive a return of the Deposit and interest accrued thereon. 3.6 Massachusetts ConveXancer's Clause. Any title matter, which is the subject of a Title Standard of the Massachusetts Conveyancers' Association at the time of Closing, shall be governed by said Title Standard to the extent applicable. SECTION 4 -- THE CLOSING 4.1 Closing. The Closing shall mean the transaction between the parties at which the deed for the Premises is delivered to Buyer, and the Purchase Price, including the Deposit, is delivered to the Seller. 4.2 Delivery of Deed for the Premises. The Closing shall occur at on (the "Closing Date') [30 days after Buyer receives a Building Permit for the Project but in no event later than 300 days after the execution of the LDA] at the offices of , or at the election of Buyer by written notice to Seller no later than seven (7) business days prior to the Closing, at Buyer's lender's counsel's office. At the Closing, full possession of the Premises, free and clear of all tenants and occupants, in the condition as it exists at the time of the Closing, as provided in Section 5.2.1. hereof, reasonable wear and tear excepted and in compliance with the provisions of this Agreement shall be delivered to Buyer. 4.3. Deliveries — Seller. The following deliveries shall be made by Seller at the Closing: 4.3.1. Seller shall execute, acknowledge and deliver to Buyer a quitclaim deed substantially in the form attached hereto as Exhibit B.1 so as to convey to Buyer good and clear record and marketable title in fee simple to the Premises, subject only to the matters described in Section 3.1 herein, and in the Declaration of Restrictions, Easements and Option to Purchase attached hereto as Exhibit B.2; 4.3.2. Seller shall deliver to Buyer (a) an owner's affidavit in form reasonably satisfactory to Buyer and sufficient to enable Buyer to have deleted from its policy of title insurance any exceptions for unfiled mechanics' and materialmen's liens or parties-in-possession; provided, however, that Seller shall not execute any such affidavit which requires an indemnity on the part of Seller; and (b) such evidence as shall be reasonably required by the Title Company to show due authorization of the Seller to convey the Premises; 4.3.3. Seller shall fiunish to Buyer a certificate signed by Seller dated as the time of the closing to the effect that all of Seller's representations and warranties contained in this Agreement are true and correct and deemed repeated as of such time; and 4.3.4. Seller shall deliver to Buyer such other documents, in form reasonably satisfactory to counsel to Seller, as may be reasonably requested by Buyer and as are customarily delivered by sellers to buyers in connection with commercial real estate closings. 4.4 Deliveries — Buyer. The following deliveries shall be made by Buyer at the Closing: 4.4.1. Buyer shall deliver the Purchase Price to Seller. 4.4.2. Buyer shall finnish to Seller a certificate signed by Buyer dated as of the time of the closing to the effect that all of Buyer's representations and warranties contained in this Agreement are true and correct and deemed repeated as of such time. 4.4.3. [Intentionally Deleted.] 4.4.4. Buyer shall execute, acknowledge and deliver to Seller the Declaration of Restrictions, Easements and Option to Purchase, substantially in the form attached hereto as Exhibit B.2. 4.4.5. Buyer shall deliver to Seller such other documents, in form reasonably satisfactory to counsel to Buyer, as may be reasonably requested by Seller and as are customarily delivered to sellers by buyers in connection with commercial real estate closings. 4.4.6. The Buyer shall acquire, at the Buyer's expense, all necessary waivers, approvals and permits from appropriate regulatory agencies, including but not limited to the Building Commissioner, Zoning Board of Appeals, Conservation Commission, Department of Public Works and Planning Board. Buyer shall obtain a Building Permit for the Project before the expiration of two hundred seventy (270) days from the date of execution of this Agreement. 4.4.7. The Buyer shall, as a condition precedent to the delivery of the deed from the Seller, pay a pro forma tax to the Town of North Andover in the full amount provided for in M.G.L. c. 44, § 63A. 4.5 Expenses. Each party shall be responsible for paying for costs incurred by it in connection with the transaction, including without limitation, recording fees, attorneys' fees and title insurance premiums. Seller shall be responsible for the payment of documentary tax stamps, if required. 4.6 Buyer's Default, Damages. If after satisfaction or waiver of any contingencies provided for Buyer's benefit, Buyer shall fail to close this transaction as provided in Section 4.1 hereof, Seller shall have the right to terminate this Agreement whereupon the Deposit, together with interest accrued thereon, if any, shall be retained by Seller, and such relief shall be Seller's sole and exclusive remedy hereunder at law or in equity for any default by Buyer hereunder. 4.7 Seller's Default, Damages. If after satisfaction or waiver of any contingencies provided for Seller's benefit, Seller shall fail to close this transaction as provided herein, Buyer shall have the right to receive a return of the Deposit, together with interest accrued thereon, and such payments as aforesaid shall be Buyer's sole and exclusive remedy hereunder at law or in equity for any default by Seller hereunder. SECTION 5 — CONDITIONS TO THE CLOSING 5.1 Conditions to Seller's Obligation to Close. Consummation of the transaction contemplated by this Agreement by Seller is subject (unless waived in writing by Sellers) to the fulfillment, on or prior to the Closing, of each of the following conditions: 5.1.1. The representations and warranties of Buyer set forth in this Agreement shall be true and correct, in all material respects, at the time of the closing as though made on and as of such date and Seller shall have received a certificate signed by Buyer dated as of such date to such effect. 5.1.2. Buyer shall have prepared a schedule for completion of the Project reasonably acceptable to Seller (the "Schedule'). Buyer shall deliver the Schedule to Seller at least twenty (20) days prior to the time of the Closing. Seller's disapproval must be in writing and list all disapproved elements in writing. If Seller fails to disapprove any elements within ten (10) days after receipt of the Schedule, all aspects of the Schedule not disapproved shall be deemed approved. Buyer shall provide Seller with timely written notice of all changes in the Schedule. 5.1.3. Buyer shall have submitted to Seller copies of all development, design and construction plans for the Project (including landscaping), and amendments and/or revisions thereto, all of which shall be reasonably acceptable to Seller (the "Plans'). Seller's disapproval must be in writing and list all disapproved elements with specificity. If Seller fails to disapprove any elements within ten (10) days after receipt of the Plans, all portions of the plans not disapproved shall be deemed approved. Buyer shall deliver the Plans to Seller at least thirty (30) days prior to the time of the Closing. Buyer shall promptly provide Seller with copies of amendments and/or modifications. If Seller disapproves of Buyer's Plans, Seller shall describe with reasonable specificity the reason for such disapproval and shall give Buyer a reasonable period of time to resubmit so much of the plans as have been disapproved. 5.1.4. Buyer shall have submitted to Seller, for Seller's review, written commitments or other evidence of adequate financing for the design, development and construction of the Project. 5.1.5. Buyer shall have obtained and submitted to the Seller a Building Permit for the Project. SECTION 6 -- REPRESENTATIONS, WARRANTIES AND COVENANTS; TERMINATION RIGHT 6.1 Rtresentations, Warranties and Covenants of Buyer. To induce Seller to enter into this Agreement, Buyer hereby covenants with Seller and makes the following representations and warranties. All representations and warranties are true and correct as of the date of this Agreement and shall be true and correct as of the time of the closing: 6.1.1. Buyer has the full power, right and authority to enter into, execute, deliver and perform the terms and conditions of this Agreement. 6.1.2. This Agreement, and the documents to be executed and delivered by Buyer in connection with the consummation of the transaction contemplated by this Agreement, are and will be valid, binding, and enforceable upon Buyer in accordance with their respective terms and conditions. 6.1.3. All requisite action has been taken by Buyer to enter into this Agreement and to consummate the transaction contemplated hereby. 6.1.4. To the best of Buyer's knowledge the execution and delivery of this Agreement and compliance with its terms will not conflict with or result in the breach of any agreement, contract, law, judgment, order, writ, injunction, decree, rule or regulation of any court, administrative agency or other governmental authority of which Buyer has knowledge or notice, or any other agreement, document or instrument by which Buyer is bound. There are no claims, lawsuits or proceedings pending in any court or governmental agency the outcome of which could materially adversely affect Buyer's ability to perform its obligations under this Agreement. 6.1.5. Buyer is duly organized and in good standing under the laws of the Commonwealth of Massachusetts. 6.1.6. Neither Buyer, nor any of its members, has filed any petition, nor been the party against whom a petition has been filed in relation to any bankruptcy, insolvency, request for reorganization, for the appointment of a receiver or trustee, or for the arrangement of debt, nor to the best of Buyer's knowledge, is any such action threatened or contemplated. 6.1.7. During the twelve (12) month period commencing on the Closing Date, Buyer shall proceed with due diligence to commence construction of, and complete, the Project. 6.1.8. Buyer is a single purpose entity, and does not own, lease, or otherwise hold any interest or participate in any project or property, other than the Project, and has not used or pledged any of its assets, by guaranty or otherwise, as security for any project or property, other than the Project. 6.2. Representations, Warranties and Covenants of Seller. To induce Buyer to enter into this Agreement, Seller hereby covenants with Buyer and makes the following representations and warranties. All representations and warranties are true and correct as of the date of this Agreement and shall be true and correct as of the time of the Closing: 6.2.1. Seller has the full power, right and authority to enter into, execute, deliver, and perform the terms and conditions of this Agreement. 6.2.2. This Agreement, and the documents to be executed and delivered by Seller in Connection with the consummation of the transaction contemplated by this Agreement, are and will be valid, binding, and enforceable upon Seller in accordance with their respective terms and conditions. 6.2.3. All requisite action has been taken by Seller to enter into this Agreement and to consummate the transaction contemplated hereby. 6.2.4. To the best of Seller's knowledge, the execution and delivery of this Agreement and compliance with its terms will not conflict with or result in the breach of any agreement, contract, law, judgment, order, writ, injunction decree, rule or regulation of any court, administrative agency or other governmental authority of which Seller has knowledge or notice, or any other agreement, document or instrument by which Seller is bound. To the best of Seller's knowledge, there are no claims, lawsuits or proceedings pending in any court or governmental agency the outcome of which could materially adversely affect Seller's or Buyer's ability to perform its obligations under this Agreement, or which would prevent Buyer from constructing the Project or using the Premise s for the Project, and no such claims, lawsuits or proceedings have been threatened against Seller or the Premises. 6.3 Termination. 6.3.1. If Buyer is not satisfied with the condition of the Premises (including without limitation, its environmental condition, zoning status and title thereto) Buyer shall have the right to terminate this Agreement upon written notice to Seller delivered on or before the date which is forty-five (45) days after the date hereof, in which event the Deposit shall be refunded to Buyer and this Agreement shall terminate and be without recourse to the parties hereto (except for such provisions herein expressly stated to survive the Closing or termination of this Agreement). 6.3.2. The parties agree that Buyer shall have the right to terminate this Agreement and to have the Deposit and any interest accrued thereon returned to Buyer at any time on or before the date which is two hundred seventy (270) days after the date hereof, if (i) Buyer is not satisfied that the Project complies with all applicable requirements of the North Andover Zoning By -Law (the By -Law); or the Buyer is unable to obtain a Building Permit for the construction of the Project, in which event the Deposit shall be refunded to Buyer and this Agreement shall terminate and be without recourse to the parties hereto (except for such provisions herein expressly state to survive the Closing or termination of this Agreement). 6.4 Survival. The provisions of Section 6.1 and Section 6.2 shall survive the closing. 6.5 Financing Contingency. The obligation of Buyer hereunder is subject to and conditioned upon Buyer's obtaining a mortgage loan of $ at % per annum. If, despite Buyer's diligent efforts Buyer cannot obtain a commitment for such loan on or before that date which is forty-five (45) days after the date hereof, this Agreement shall be terminated whereupon the Deposit, together with all interest accrued thereon, shall be refunded forthwith, all other obligations of the parties hereto shall cease, and this Agreement will be void and without recourse to the parties hereto. SECTION 7 — INSPECTIONS; TESTS 7.1 By Buyer. Commencing upon the date of this Agreement and extending through the Closing, Buyer shall have the right, at its own cost and expense, to enter the Premises personally or through agents, employees and contractors for the purposes of completing plans for the development of the Project and making inspections, soils tests, borings, traffic studies, and such other tests as Buyer may deem necessary or desirable, or as are necessary to obtain any governmental approval, consent, permit, license, qualification and/or waiver. Buyer agrees to defend, indemnify and hold Seller harmless from and against any and all claims, lawsuits, liabilities, damages (including, without limitation, property damage, personal injury, or death), expanses, and costs (including reasonable attorney's fees) that may arise out of, in connection with, or as a result of any damage caused by the exercise by Buyer, its agents, employees and contractors of its rights hereunder to make any such inspections, reviews and tests. Buyer shall keep the Premises free from any mechanics' or materiahnen's liens arising therefrom. Buyer also agrees to repair promptly any damage caused to the Premises in connection with the exercise of its rights hereunder and to remove all of its equipment related thereto after completion of its testing. Buyer shall be responsible for proper handling, transportation, treatment, storage or disposal of any soil, water or construction material removed or disturbed during such inspections, reviews and tests. The foregoing indemnification shall survive the Closing and termination of this Agreement. SECTION 8 -- POST CLOSING OBLIGATIONS 8.1 Buyer's Obligations. In addition to the obligations to be performed by Buyer at the time of the Closing, Buyer shall observe the following requirements and perform the following obligations: 8.1.1. Permits. Buyer shall use best efforts to obtain, at its own cost and expense, all the permits and approvals required in connection with the development of the Project and Seller shall cooperate, at no cost to Seller, with Buyer in such efforts. 8.1.2. Construction and Use of Project. The Premises shall be constructed and used for an ice skating rink, and from April 16 to Labor Day, the Project may also be used for other sport activities not inconsistent with the general use of the Premises as an ice skating rink facility, and for no other uses for a period of thirty years after the Closing Date (the "Restriction Period'). In accordance with the provisions of M.G.L. Chapter 184, Sections 27 and 29, the Seller may, in its sole discretion extend this restriction for successive periods of not more than twenty years. 8.1.3. Development of the Project, Compliance with Laws, etc. Prior to the expiration of the Restriction Period, Buyer shall not carry out any development of the Project except substantially in accordance with the terms of the Proposal and this Agreement. 8.1.4. Access. During the Restriction Period, the Buyer shall permit the Seller access to the Premises at all reasonable times for the purpose of inspecting the work being performed thereon for compliance with the provisions of the Proposal and this Agreement. SECTION 9 - REMEDIES 9.1 In General. Except as otherwise provided in the Agreement, in the event of any default in or breach of the Agreement, or any of its terms or conditions, by either parry hereto, or any successor to such party, such party (or successor) shall, upon written notice from the other, proceed immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after receipt of such notice. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within thirty (30) days time, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the party in default or breach of its obligations. 9.2 Termination by Town Prior to Conveyance. In the event that (a) prior to conveyance of the Premises to the Buyer and in violation of the Agreement [i] the Buyer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein, or in the Premises, or (ii) there is any change in the ownership interests of the Buyer or with respect to the identity of the parties in control of the Buyer or the degree thereof, or (b) the Buyer does not submit Construction Plans and a Building Permit, as required by the Agreement, or evidence that it has the necessary financing to construct the Project, in satisfactory form and in the manner and by the dates respectively provided in the Agreement therefor; or (c) the Buyer does not pay the Purchase Price and take title to the Premises upon tender of conveyance by the Town pursuant to the Agreement, and if any default or failure referred to in subdivisions (b) and (c) of this Section shall not be cured within thirty (30) days after the date of written demand by the Town, then the Agreement, and any rights of the Buyer, or any assignee or transferee, in the Agreement, or arising therefrom with respect to the Town or the Property, shall, at the option of the Town, be terminated by the Town, and neither the Buyer (or assignee or transferee) nor the Town shall have any further rights against or liability to the other under the Agreement. 9.3. Revesting Title in Town Upon Happening of Event Subsequent to Conveyance to Buyer. In the event that subsequent to conveyance of the Premises or any part thereof to the Buyer and prior to completion of the Project as certified by the Town (a) the Buyer (or successor in interest) shall default in or violate its obligations with respect to the construction of the Project (including the nature and the dates for the beginning and completion thereof and the amounts to be spent therefor), or shall abandon or substantially suspend construction work, and any such default, violation abandonmerrt, or suspension shall not be cured, ended, or remedied within three (3) months after written demand by the Town so do so; or (b) The Buyer (or successor in interest) shall fail to pay real estate taxes or assessments, or shall place thereon any encumbrance or lien unauthorized by the Agreement, or shall suffer any levy or attachment to be made, or any materiahnen's or mechanics' lien, or any other unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged or provision satisfactory to the Town made for such payment, removal, or discharge, within ninety (90) days after written demand by the Town so to do; or (c) there is, in violation of the Agreement, any transfer of the Premises or any part thereof, or any change in the ownership or distribution of the beneficial interests of the Buyer, or with respect to the identity of the parties in control of the Buyer or the degree thereof, and such violation shall not be cured within sixty (60) days after written demand by the Town to the Buyer, then the Town shall have the right to re-enter and take possession of the Property and to terminate (and revest in the Town) the estate conveyed by the Deed to the Buyer, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Premises to the Buyer shall be made upon, and that the Deed shall contain, a condition subsequent to the effect that in the event of any default, failure, violation, or other action or inaction by the Buyer specified in subdivisions (a), (b), and (c) of this Section 9.2, failure on the part of the Buyer to remedy, end, or abrogate such default, failure, violation, or other action or inaction, within the period and in the manner stated in such subdivisions, the Town at its option may declare a termination in favor of the Town of the title, and of all the rights and interests in and to the Property conveyed .by the Deed to the Buyer, and that such title and all rights and interests of the Buyer, and any assigns or successors in interest to and in the Property, shall revert to the Town: Provid that the Town shall give the Buyer thirty (30) days written notice of its intent to declare said termination and provided that such condition subsequent and any revesting of title as a result thereof in the Town shall, except for a taking by the Town for non-payment of taxes, or other municipal liens, be subject to and limited by, and shall not defeat, render invalid, or limit in any way, (i) the lien of any mortgage authorized by this Agreement; and (n) any rights or interests provided in the Agreement for the protection of the holders of such mortgages. 9.4. Other Rights and Remedies of Town, No Waiver by Delay The Town shall have the right to institute such actions or proceedings as it may deem desirable for effecutating the purposes of this Agreement, including also the right to execute and record or file among, the public land records in the office in which the Deed is recorded a written declaration of the termination of all the right, We and interest of the Buyer and its successors in interest and assigns, in the Premises, and the revesting of title thereto in the Town, that any delay by the Town in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Agreement shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way, it being the intent of this provision that the Town should not be constrained to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved (so as to avoid the risk of being deprived of or limited in the exercise of the remedy provided in this Section because of concepts of waiver, launches, or otherwise); nor shall any waiver in fad made by the Town with respect to any specific default by the Buyer under this Agreement be considered or treated as a waiver of the rights of the Town with respect to any other defaults by the Buyer under this Agreement or with respect to the particular default except to the extent specifically waived in writing. 9.5 Enforced Delay in Performance for Causes Beyond Control of Party. For the purposes of any of the provisions of the Agreement, neither the Town nor the Buyer, as the case may be, nor any successor in interest, shall be considered in breach of, or default in, its obligations with respect to the beginning and completion of construction of the Project, or progress in respect thereto, in the event of enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited or restricted to, acts of God, acts of public enemy, ads of the Federal Government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight, embargoes, and unusually severe weather or delays of subcontractors due to such causes, it being the purpose and intent of this provision that in the event of the occurrence of any such enforced delay, the time or times for performance of the obligations of the Buyer with respect to construction of the Project, as the case may be, shall be extended for the period of the enforced delay as determined by the Town: ProvidecL that the party seeking the benefit of the provisions of this Section shall, within ten (10) days after the beginning of any such enforced delay, have first notified the other party thereof in writing, and of the cause or causes thereof, and requested an extension for the period of the enforced delay. 9.6 Rights and Remedies Cumulative The rights and remedies of the parties to the Agreement whether provided by law or by the Agreement, shall be cumulative, and the exercise by either party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or any of its remedies for any other default or breach by the other party. No waiver made by either such party with respect to the performance, or manner or time thereof, or any obligation of the other party or any condition to its own obligation under the Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other rights of the party making the waiver or any other obligations of the other party. 9.7 Party in Position of Suretywith Respect to Obligations The Buyer for itself and its successors and assigns, and for all other persons who are or who shall become, whether by express or implied assumption or otherwise liable upon or subject to any obligation or burden under this Agreement, hereby waives, to the fullest extent permitted by law and equity, any and all claims or defenses otherwise available on the ground of its (or their) being or having become a person in the position of a surety, whether real, personal, or otherwise or whether by agreement or operation of law, including, without limitation on the generality of the foregoing, any and all claims and defenses based upon extension of time, indulgence, or modification of terms of contract. SECTION 13 -- ABSENCE OF BROKER 13.1 Absence of Broker. Seller and Buyer represent and warrant to each other that they have no written or oral agreement with any real estate broker or consultant for the payment of a commission or other fee with respect to the sale of the Premises. SECTION 14 -- MISCELLANEOUS PROVISIONS 14.1 Seller's Staff and Officers Barred From Interest. No member, official or employee of Seller shall have any personal interest, direct or indirect, in this Agreement or in Buyer, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interest or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested. No member, official or employee of Seller shall be personally liable to Buyer or any successor in interest in the event of any default or breach by Seller, or for any amount which may become due to Buyer or to its successors on any obligations under the terms of this Agreement. 14.2 No Third Party involvement. Buyer covenants that it has not employed or retained any company or person (other than a M -time bona fide employee working for the Buyer) to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person (other than such an employee) any gift, contribution, fee, commission, percentage, or brokerage fee, contingent upon or resulting from the execution of this Agreement. 14.3 Incorporation and Integration. 14.3.1 By reference herein, the terms, conditions and provisions of the Proposal are incorporated herein as integral parts of this Agreement. In the event of any inconsistencies between the foregoing agreements and this Agreement, the provisions of this Agreement shall govern. 14.3.2 This Agreement embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. Neither this Agreement, nor any provision hereof, may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 14.4 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of legal action initiated by an abuttor to the Premises, or any other legal action by other parties purportedly aggrieved by the issuance of the permits and approvals for the Project, strikes, lockouts, labor trouble, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Agreement, than, provided such party is using reasonable efforts to mitigate such delay, performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 14.5 Rights and Remedies Cumulative, Waiver. Except as expressly provided herein, the rights and remedies of the parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise by it, at the same or diffierent times, of any other such remedies for any other default or breach by the other party. No failure of either party to exercise any right or power under this Agreement, or to insist upon strict compliance with the provisions of this Agreement, and no custom or practice of either party at variance with this Agreement, shall constitute a waiver of such party's right to demand exact and strict compliance by the other party with the terms and conditions of this Agreement. 14.6 Severability. If any term of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and this Agreement shall otherwise remain in full force and effect. 14.7 Further Assurances. The parties hereto agree to execute and deliver all such other instruments and take all such other action as either party may reasonably request from time to time, before or after the Closing and without payment of further consideration, in order to effectuate the transaction provided for herein or to confirm to third parties the then state of compliance by the other party with this Agreement and the Covenants. 14.8 Successors and Assigns. This Agreement shall inure to and be binding upon the parties and their respective successors and assigns. 14.9 Number and Gender. In this Agreement, the use of any gender shall be deemed to include all genders and the use of the singular shall include the plural and the plural the singular, as the context may require. 14.10 Time Periods. Any time period provided for herein which ends on any day other than a business day shall be extended to 5:00 p.m. of the next business day. 14.11 Cation. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 14.12 Exhibits. Exhibits A, B.1 and B.2 attached hereto are hereby incorporated as integral parts of this Agreement. 14.13. Counterparts. This Agreement may be executed in several counterparts, which shall constitute one and the same instrument. 14.14. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts. 14.15 No Recording. This Agreement shall not be recorded by either party hereto. 14.16 Disclosure. Buyer has on or prior to the date of the execution hereof filed the disclosure statement required to be filed pursuant to M.G.L. Chapter 7, Section 40J, and has delivered a copy of such statement as filed to Seller. WITNESS the execution hereof under seal as of the day of , 2004. SELLER: TOWN OF NORTH ANDOVER 0 BUYER: By: EXHIBIT A PLAN OF THE PREMISES EXHIBIT B.1 FORM OF QUITCLAIM DEED FOR PREMISES The TOWN OF NORTH ANDOVER, a public body politic and corporate, with an address of , Massachusetts 01845 ("Grantor") for consideration paid, and in full consideration of Dollars, grants to , with an address of ("Grantee") with Quitclaim Covenants the land, with the buildings and other improvements located thereon, in North Andover, Essex County, Massachusetts, off Sharpner's Pond Road, shown on Plan entitled containing 5.94 acres of land, more or less, more particularly described in Schedule A attached hereto. This conveyance is made subject to the conditions and restrictions contained in that certain Land Disposition Agreement, dated as of '2004, a copy of which is on file with the North Andover Town Clerk, which provides, among other things, for the termination of Grantee's title and the re -vesting of title in the Grantor upon the default by Grantee of its obligations under said Land Disposition Agreement and in that certain Declaration of Restrictions, Easements and Option to Purchase recorded herewith. Said restrictions and conditions shall be in effect for a period of thirty years from the date hereof, and for such successive periods as the Grantor may, in its sole discretion, impose in accordance with the provisions of M.G.L. Chapter 184, Sections 27 and 29.. The Grantee has paid to the Grantor a Pro Forma Tax in accordance with the provisions of M.G.L. c. 44, § 63A. WITNESS the execution hereof under seal this day of ., 2004. Grantor: TOWN OF NORTH ANDOVER By: COMMONWEALTH OF MASSACHUSETTS , ss. 22004 On this _ day of , 2004, before me, the undersigned notary public, personally appeared 'Selectman for the Town of North Andover, proved to me through satisfactory identification, which were , to be the person whose name is signed on the preceding attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as Selectman for the Town of North Andover. Notary Public My Commission Expires: SCHEDULE A TO QUITCLAIM DEED [add legal description] EXHIBIT B.2 DECLARATION OF RESTRICTIONS, EASEMENTS AND OPTION TO PURCHASE Agreement made this day of , 2004 between the Town of North Andover (the "Town') and (`Buyer'). WHEREAS, by Deed executed of even date and recorded immediately prior hereto, the Town conveyed certain property located in North Andover, Essex County, Massachusetts to Buyer, which property is described more particularly in Exhibit A hereto (the "Premises'); WHEREAS, as part of the consideration for the Deed, Buyer has agreed to impose certain restrictions, easements and an option to purchase, on the Premises. NOW, THEREFORE, for valuable consideration each to the other paid, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: The Town and Buyer have entered into a Land Disposition Agreement dated as of (a copy of which is on file with the North Andover Town Clerk), which provides, among other things, for the sale by the Town, and the purchase by Buyer of the Premises. Buyer, by acceptance of a Deed pursuant to the Land Disposition Agreement, for itself and its successors and assigns, hereby covenants and agrees that Buyer and its successors and assigns: 1. shall devote the Premises to use as an ice skating rink and accessory parking and from April 16 to Labor Day for other sport activities not inconsistent with the general use of the Property as an ice skating rink facility (the "Approved Uses'); 2. shall develop the Premises for the Approved Uses in accordance with the Land Disposition Agreement, which is on file with the North Andover Town Clerk; 3. shall not sell or transfer the Premises, or any part thereof, to a tax-exempt entity. Buyer hereby agrees that the Premises will be subject to real estate taxes in the same manner as any other privately -owned real estate located in the Town of North Andover; 4. shall keep the Premises in compliance with all applicable laws and regulations; 5. shall not release, generate, store, use or dispose, nor cause to be released, generated, stored, used or disposed, on the Premises Hazardous or Toxic Substances, except in compliance with all applicable laws and regulations. For purposes herein, "Hazardous or Toxic Substances" shall mean substances dangerous to health or to the environment, including but not limited to all "hazardous materials", "hazardous substances" and "oil" as defined in any law, statute, or governance or regulation pertaining to health, industrial hygiene or the environment. Buyer shall not use, or cause to be used, any materials containing asbestos, urea -formaldehyde insulation, lead paint or any pesticides containing chlordane or related chemicals on the Premises; 6. shall comply and shall cause all agents, contractors, subcontractors and suppliers to comply with all applicable laws, ordinances, regulations and orders from time to time in effect relating to nondiscrimination, equal employment opportunity, contract compliance and affirmative action; 7. shall commence and diligently prosecute to completion the development and construction of the improvements on the Premises in accordance with the schedule submitted by Buyer to the Town pursuant to the Land Disposition Agreement. 8. shall not convey or transfer all or any portion of the Premises without the prior written consent of the Town, which consent shall not be unreasonably withheld, except for mortgages obtained to finance the development of the Premises as provided in the Land Disposition Agreement and except only as otherwise herein specifically provided. 9. shall not place or suffer to be placed on the Premises or any portion thereof any encumbrances, easements, or restrictions other than encumbrances, easements and restrictions authorized by the Land Disposition Agreement and shall maintain fire and casualty insurance and commercial general liability insurance with respect to the Premises and all improvements thereon in such amounts and with such carriers as it shall deem appropriate, in its sole discretion, and shall provide the Town with certificates thereof upon request; provided, however, that in no event shall Buyer maintain insurance which is, in the aggregate, less than the sum of the balance due on mortgages or other voluntarily assumed encumbrances; 10. shall pay, not later than the last date when the same may be paid without interest or penalty, and by such date shall finish to the Town evidence of payment of, all real estate taxes, personal property taxes, sewer charges, water charges and all other municipal and governmental rates, charges, assessments and liens (collectively "Impositions') which are imposed upon the Premises. If the law imposing any Imposition permits the Imposition to be paid in installments, Buyer may pay such Imposition in installments as permitted by law. Buyer may, in good faith, contest at its own cost and expense, by proper legal proceedings, the validity or amount of any Imposition; 11. shall maintain its legal existence and remain in good standing in its jurisdiction of organization; 12. shall maintain its existence as a single purpose entity, and shall not acquire, lease, or otherwise hold any interest or participate in any project or property, other than the Premises and the improvements to be constructed thereon, and shall not use or pledge any of its assets, by guaranty or otherwise, as security for any project or property, other than the Premises and the improvements to be constructed thereon; 13. shall pay reasonable costs, including attorney's fees, expenses, judgments, decrees or damages which may be incurred by the Town in successfully prosecuting any action to enforce the obligations of Buyer set forth in the Land Disposition Agreement and in this Declaration; 14. shall indemnify and save harmless the Town and its successors and assigns from any and all liability, loss, costs, expenses or damage (including reasonable attorneys' fees) that the Town or its successors and assigns may suffer as a result of claims, demands, costs, or judgments against any or all of them which relate to the Premises after the date hereof, that are caused by conditions on the Premises not existing on the date hereof, and that are made against the Town or its successors and assigns by any third party, including, without limitation, any governmental authorities, and which result in: (a) liability for costs of removal or remedial action incurred by the United States Government or the Commonwealth of Massachusetts, or response costs incurred by any other person, or damages from injury to, destruction of, or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 19890, 42 U.S.C. Section 9601 et seq., as amended; (b) liability for cleanup costs, fines, damages or penalties incurred pursuant to the provisions of the Massachusetts Oil and Hazardous Material Release, Prevention and Response Act, M.G.L. c. 21E, as amended; (c) liability for costs of removal or remedial action, damages or penalties incurred pursuant to the provisions of any other statute or regulation promulgated by the United States Government or the Commonwealth of Massachusetts which relates to Hazardous or Toxic Substances; and (d) liability for personal injury or property damages arising under any statutory or common law tort theory, including, but not limited to, damages assessed for the maintenance of a public or private nuisance; 15. Shall permit the Town access to the Premises at all reasonable times for the purpose of inspecting the work being performed thereon for compliance with the provisions of the Land Disposition Agreement. 16. Subject to the following terms and conditions, will offer a contract to make the ice skating rink constructed on the Premises (the "Rink') available to (i) the members, coaches and certified staff of the North Andover High School (the "High School') hockey team, as follows: 16.1 Town High School Hockey Ice Time: The North Andover High School Hockey Season is from the Monday after Thanksgiving until Mid March. The Buyer shall provide the following ice time to the Town High School Hockey Program ("NA Hockey') for a period of at least twenty (20) years during each hockey season, commencing the first hockey season after construction of the ice rink facility. (a) The Buyer shall provide ice time Monday through Friday, for two hours after school at the hours to be specified by NA Hockey (currently 2:30 p.m. to 4:30 p.m.) Game ice time to be provided will be five Saturday afternoons and five Wednesday evenings during NA Hockey season for two hours each session, with the specific times to be determined by NA Hockey. In the event that NA Hockey also has a girls team then a total of ten Saturday afternoons and ten evenings on days to be determined by NA Hockey shall be provided. (b) At a minimum, 5 hours of the NA Hockey ice time per week described in paragraph 5(a) shall be at no cost to the town. The Buyer shall propose a fee for the remainder of the time listed which shall not exceed $50.00 per hour for practice time and shall not exceed market rate as defined herein for game time. (c) NA Hockey shall have the right to purchase one hour of ice time before school at a time to be determined by NA Hockey from Monday through Friday. The Buyer shall propose a fee for this time, which shall not exceed $50.00 per hour. (d) Should game and practice time not be necessary, the Buyer can sell the ice time to other parties at the Buyer's discretion. (e) NA Hockey shall have a right of first refusal during hockey season to purchase any additional ice time (other than provided above) at market rates (see below for definition of market rates). (i) At the end of said period, NA Hockey shall have the right of first refusal for any and all ice time hours, unlimited in duration, and at any time, at market rate as defined below for so long as the property is used as an ice rink facility. 16.2 Youth Hockey Ice Time. The Buyer shall also provide ice time to Youth Hockey at market rates during Youth Hockey season. Said season shall be from the day after Labor Day to mid April. During said season and for a period of at least 20 years and for so long as the property is used as an ice rink facility, the Youth Hockey shall have a right of first refusal (after North Andover Hockey and Town Public Skating time) to purchase any ice time at market rates (b) Market rates shall be determined annually by at least June I' for the season beginning on the day after Labor Day using the following method: The owner shall conduct a survey of all similar ice rink facilities within a 25 mile radius of North Andover with the market rate for the North Andover facility being determined by averaging the rates of the surveyed rinks. The owner of the rink shall have the right to decrease the rate any amount. In the event there is a dispute between the parties regarding the establishment of a market rate the dispute shall be submitted to binding arbitration to the American Arbitration Association with the arbitration costs being bome equally by each party. (c) Youth Hockey shall have available to it the following hours of ice time from the day after Labor Day until mid April: (1) YOUTH HOCKEY TEAMS Two hours of practice time and two hours of game time per week for each Youth Hockey team. Practice time may be on a split sheet of ice, with two teams on the same ice sheet. Time shall be determined by Youth Hockey and shall not conflict with NA Hockey time. Weekday time shall be between the hours of 4:30 p.m. to 8:30 p.m., or Saturdays and Sundays after 8:00 a.m. may be substituted for weekday ice times. (2) Youth Hockey In -Town Ice Time 22 weeks at 1 hour per week for a "Learn to Skate Program" 22 weeks at 2 hours per week for an "In House Program" Specific time shall be determined by Youth Hockey but shall generally be on Saturdays and Sundays after 8:30 a.m. or weekdays between 4:30 p.m. and 6:30 p.m. The North Andover Board of Selectmen shall determine what organization or organizations receive the foregoing ice time for the benefit of Youth Hockey in the Town of North Andover. The Selectmen may appoint a task force to make recommendations with regard to the allocation of this time. 16.3 Town Public Skating Ice Time. The Buyer shall provide the North Andover Public Skating Program with ice time from November V to March 30'h, every Sunday from 6:30 p.m. to 8:30 p.m at no cost to the Town for a period of at least twenty years commencing on the first November after construction of the ice rink facility. During said period, the Town shall have the right of first refusal (after North Andover Hockey), for additional hours at market rates as defined above. At the conclusion of said period, the Town shall have the right of first refusal (after NA Hockey )for any and all ice time hours, unlimited in duration at any time, at market rates as defined above so long as the property is used as an ice rink facility. 16.4 Size and design of the facility. The facility shall contain one National Hockey League regulation sized ice rink including bench areas for two teams, time keeper and penalty boxes. There shall be, in addition to the High School Hockey Locker Rooms, mentioned in section 9 below, four (4) locker rooms and each shall have bathroom and shower facilities. There shall be spectator seating for a minimum of 400 seats. Parking for a minimum of 150 parking spaces (including handicap spaces per town zoning regulations) shall be provided on an asphalt surface 16.5 Town High School Hockey Locker Room. At no cost to the Town, The Buyer shall provide NA Hockey with a dedicated locker room for boys and a dedicated locker room for girls, that include gender appropriate bathroom and shower facilities for so long as the property is used as an ice rink facility. The Athletic Director of North Andover High School shall have design input on the locker rooms. 16.6 NA Hockey and Youth Hockey shall have the right to hang identifying banners and championship banners in the facility consistent with standard practice in other ice rink facilities in Massachusetts. 16.7 Not later than June 1 of each year, the High School and the League shall each notify Buyer if it intends to use its ice time for the following High School Season and League Season, respectively, provided, however, that for the first year for which ice time is available League and the High School shall notify Buyer of their intentions no later than thirty (30) days after receipt from Buyer that the facility will be available for that year. In the event that a party intends to use its ice time, it shall execute Buyer's standard "Ice Rink Use Agreement" provided, however, that Buyer shall charge the High School for the ice time in accordance with Section 16.1 above, and shall charge the League the "League Rate," which shall be the market rate. The "Market Rate" shall be the same hourly rate for ice time charged by Buyer to other league and organized skating groups who contract to use prime ice time (2:00 p.m. to 9:00 p.m.) during the League Season. The High School, the League and Buyer shall use reasonable efforts to agree upon the scheduling of ice time to which a party is entitled but which is not specifically identified herein by date and hour. The High School and the League shall each pay the fair market rate for ice time it contracts for in addition to the ice time provided for herein. The provisions of this subparagraph 16 with respect to reduced rates shall expire at the conclusion of the twentieth (20`h) High School and League Seasons, respectively, 17. The Town, acting by its Board of Selectmen, reserves the right to restrict the use of the Premises between the hours of midnight and 6:00 a.m. if their sole discretion, they determine that use during those hours would not be in the best interest of the Town. 18. Buyer shall keep the Premises in a neat, clean and orderly condition and shall provide landscaping in accordance with a landscaping plan previously approved by the Town which approval shall not be unreasonably withheld. 19. Provided the town notifies Buyer as hereinafter provided, the Town hereby reserves for itself and its successors and assigns an easement in gross to sell, lease, license or otherwise grant, or make available for use by third parties, all space in the Rink, except the scoreboard, for advertising, promotions and solicitations and the Town shall have the right to collect all revenue from any such advertising, promotions and solicitations. The Town agrees to use reasonable efforts in exercising its rights hereunder not to interfere with Buyer's operation of the Rink. The Town must elect each year to exercise the foregoing right with respect to advertising by giving written notice to Buyer prior to June 1 for the following twelve- (12) month period commencing September 1, that the Town intends to exercise its rights with respect to advertising. Buyer shall have the exclusive right to place advertisements, promotions and solicitations in the Rink for any twelve -(12) month period for which the Town has not given Buyer the above-described notice. In the event that the Town elects to sell advertising space during any twelve (12) month period, after December 31 but prior to the next following June 1, Buyer may sell any advertising space not theretofore sold by the Town for a twelve (12) month period. In no event shall advertising sold by either the Town or Buyer unreasonably interfere with ice skating on the Rink nor shall it interfere with the scoreboard, structural components of the building or building systems. 20. Buyer shall have the right to name the rink. 21. The Town reserves an easement to install, maintain, repair and remove an automated teller machine and appurtenant facilities (an "ATM') on the premises in a location either inside, or outside, of the Rink, in a location reasonably acceptable to both the Town and Buyer. The Town shall be solely responsible for maintaining the ATM in a neat, clean and orderly condition. Buyer agrees that the Town may assign or lease its rights under this paragraph to a financial institution. 22. For each twenty -four -(24) month period commencing September 1 every two years, the Town shall have the right to operate the food concession stand in the Rink provided that by no later than the preceding August 1, the Town gives written notice to Buyer that the Town intends to exercise its option to operate the food concession stand for the following twenty-four (24) month period. (Rent, if any, to be determined). Buyer agrees that for any period during which the Town has elected to operate a food concession stand, Buyer shall not sell or allow to be sold, any food products, drinks, candy, cigarettes, ice cream, snacks and other comestibles on the Premises directly but may sell such items through vending machines. Buyer shall deliver the food concession area unimproved but finished and shall make available at the area service for water, gas, electricity and other utilities. During any time that the Town elects to operate the food concession stand, the Town shall determine, in its sole discretion, the hours of operation, the items to be sold and the people to be employed. If the Town fails to elect to exercise its rights hereunder for any twenty -four -(24) month period, the Town's rights hereunder shall expire and be of no further force and effect. 23. Buyer shall have the exclusive right to install and operate amusement and video game machines in the Rink and shall be entitled to all revenue derived therefrom. 24. In amplification, and not in restriction, of the provisions hereof it is intended and agreed that the Town and its successors and assigns shall be beneficiaries of the agreements and covenants provided in the foregoing paragraphs 1 to 23, both, inclusive, bath for and in their or its own rights and also for the purpose of protecting the interests of the community and other parties, public or private, in whose favor or for whose benefit such agreements and covenants have been provided. Such agreements and covenants shall run in favor of the Town, its successors and assigns for the entire period during which such agreements and covenants shall be in force and effect for the benefit of other land owned by the Town (the "Benefitted Premises'), and without regard to whether the Town, its successors and assigns, has at any time been, remains, or is an owner of any land or interest therein to or in favor of which such agreement and covenants relate. The Town, its successors and assigns, shall have the rights in the event of any breach of any agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceeding to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant, may be entitled. 25. The agreements and covenants provided in the foregoing paragraphs 1 to 24, both inclusive, shall be covenants running with the land and they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise herein specifically provided, be binding to the fullest extent permitted by law and equity, for the benefit and in favor of and enforceable by, the Town, its successors and assigns and any successor in interest to the Benefitted Premises, or any part thereof, against Buyer, its successors and assigns, and every successor in interest to the Premises, or any part thereof or any interest therein, and any party in possession or occupancy of the Premises or any part thereof. 26. This conveyance is also made subject to the terms, conditions and remedies set forth in the Land Disposition Agreement, which remedies include a right of termination, re-entry and revesting in favor of the Town of the title to the Premises (together with all improvements thereon) in the event of certain defaults, failures, violations or other actions or inaction, all of which terms, conditions and remedies survive the delivery of the Deed and are binding upon all persons dealing with the Premises and enforceable by the Town and its successors and assigns, as though said Land Disposition Agreement were filed herewith; and this conveyance is made upon the condition subsequent that in the event of any such default, failure, violation or other action or inaction entitling the Town to re-entry upon and revesting of the title to the Premises (together with all improvements thereon) in the Town as provided in the Land Disposition Agreement which is not cured within sixty (60) days of the Town giving Buyer written notice of such default, failure, violation, or other action or inaction, the Town, at its option, may also declare a termination in favor of the Town of the title and of all rights and interests in the Premises, and that, upon filing a notice executed by the Town, such title and all rights and interest of Buyer to the Town; provided, however, that any such re-entry or revesting of title shall always be subject to, and limited by, and shall not defeat, render invalid, or limit in any way any existing building loan agreement or mortgage authorized by the Land Disposition Agreement, or any rights or interest provided in the Land Disposition Agreement for the protection of the holders of any such authorized agreement or mortgage. 27. The covenants and agreements provided in paragraphs 2, 7, 9, and 15, above, inclusive, and the terms and conditions contained in the Land Disposition Agreement shall terminate with respect to the Premises upon the completion of the required improvements in accordance with the provisions of the Land Disposition Agreement and upon the recording of a certificate of such completion executed by the Town; and the recording of such certificate executed by the Town shall be conclusive determination of such satisfaction and termination of said covenants, agreements, terms and conditions. 28. In the event that Buyer intends to sell the Premises to an unrelated third party for use other than as an ice skating rink, Buyer shall deliver to the Town written notice of its intent which notice shall identify the third part to whom the Premises are to be sold and the price at which the Premises are being sold. The Town shall have ninety (90) days from the receipt of such notice to notify Buyer that the Town intends to purchase the Premises at such price. If the Town shall exercise the option set forth herein, Buyer shall sell, and Town shall buy, the Premises upon the following terms: (a) Included in the sale as part of the Premises are the buildings, structures and improvements now or hereafter thereon and the fixtures belonging to Buyer and used in connection therewith, including, if any, all furnaces, heaters, heating equipment, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing fixtures, electrical and lighting fixtures, fences, gates, trees, shrubs, plans and, if built in, air conditioning equipment and ventilators. (b) The Premises shall be conveyed by a good and sufficient quitclaim deed running to the Town, or to the nominee designated by the Town, and such deed shall convey a good and clear record and marketable title thereto, free from all encumbrances, except: (i) provisions of existing building and zoning laws; (ii) such real estate taxes that are due and payable; (iii) any liens for municipal betterments assessed after the date of the Town's exercise of its option; (iv) all matters of record in the appropriate Registry of Deeds immediately preceding the recording of this Declaration. (c) The purchase price for the Premises shall be paid at the time of delivery of the deed by wire transfer of federal funds to such bank account, as Buyer shall designate. (d) Such deed shall be delivered at 10:00 a.m. on the thirtieth (30'h) day (of if such day is not a business day, the first business day thereafter) following Town's notice to Buyer ("Closing Date'), at the offices of , unless otherwise agreed in writing. It is agreed that time is of the essence. (e) Full possession of the Premises, free of all tenants and occupants, shall be delivered to the Town. (f) If Buyer shall be unable to give Title or to make conveyance or to deliver possession of the Premises, all as herein stipulated, then the Buyer shall use reasonable efforts to deliver such title and the date for the delivery of the deed shall be extended for thirty (30) days. (g) The Town shall have the election to accept such title as Buyer can deliver to the Premises in its then condition and to pay therefor the purchase price without deduction, in which case Buyer shall convey such title, provided that if there exists any title defect which may be cured by the payment of a readily ascertainable sum, such sum shall be deducted from the purchase price and used by the Town to cure such defect simultaneously with the Closing. (h) The acceptance of a deed by the Town or its nominee, as the case may be, shall be deemed to be a full performance and discharge of every agreement and obligation contained or expressed herein. If the Town does not elect to purchase the Premises as herein provided, Buyer shall have six (6) months from the date Buyer sent notice to the Town to sell the Premises to a third party at a price which is not less than ninety-five (95%) percent of the price at which Buyer offered to sell the Premises to the Town. Thereafter, and for each six (6) month period, Buyer shall again offer the Premises to the Town as hereinabove provided before again offering the Premises to third parties. WITNESS the execution hereof under seal this day of , 2004. BUYER: Town of North Andover 0 Selectmen Selectmen Selectmen Selectmen Selectmen Commonwealth of Massachusetts ss. -2004 On this _ day of , 2004, before me, the undersigned notary public, personally appeared , Selectman for the Town of North Andover, proved to me through satisfactory identification, which were , to be the person whose name is signed on the preceding document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as Selectman for the Town of North Andover. Notary Public My Commission Expires: Commonwealth of Massachusetts SS. 2004 On this _ day of , 2004, before me, the undersigned notary public, personally appeared , proved to me through satisfactory identification, which were , to be the person whose name is signed on the preceding document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as Of Notary Public My Commission Expires: W. EXHIBIT C CERTIFICATION OF GOOD FAITH The undersigned certifies under pains and penalties of perjury that this contract has been obtained in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. CERTIFICATE OF STATE TAX COMPLIANCE Pursuant to Massachusetts General Laws, Chapter 62C, Section 49A authorized signatory for name of signatory whose contractor principal place of business is at does hereby certify under the pains and penalties of perjury that has paid all contractor Massachusetts taxes and has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support. Federal Identification No. of contractor number Exhibit D D)<SCLOSURE STATEMENT under the provisions of G.I.. c. 7, - This disclosure statement is made pursuant to the provisions of General Laws Chapter 7, §40J, which requires that where real property shall be rented or sold to, or rented or purchased from, the North Town of Andover, this statement, signed under the penalties of perjury, be filed by the lessor, lessee, seller or purchaser (as the case may be) with the deputy commissioner of capital planning and operation. Such agreement to sell or lease shall not be valid, nor shall any payment be made thereunder, until this section has been My complied with. 1. The real estate matter to which this disclosure statement is made is: 2. The true names and addresses of all persons who have or will have a direct. or indirect beneficial interest in said property are as follows, identifying any such person who is an official elected or appointed to public office in the Commonwealth of Massachusetts and the office held. Buyer - Seller - Beneficiaries - 3. During the term of a rental agreement, any change of interest in such property shall require full disclosure under this section. 4. Any renewal or extension of an agreement of sale or lease shall require full disclosure under this section. 5. This disclosure statement must be filed with: Division of Capital Planning and Operations Office of the Deputy Commissioner 1 Ashburton Place, 15th Floor Boston, MA 02108 Please send a copy of the fully executed disclosure statement to: Town of North Andover Town Manager's Office Town Hall 120 Main Street North Andover, MA 01845 EXHIBIT E CERTIFICATE OF BUYER The undersigned hereby certifies that the representations, warranties and covenants of the Buyer contained in Paragraph 6.1 of a certain Land Disposition Agreement for the sale of property off Sharpners Pond Road in North Andover, Massachusetts, executed on , a copy of which is attached hereto, are true and correct in all material respects and that I have performed or complied with all of the agreements of the undersigned to the extent such performance or compliance is required prior to or at the time of closing. Date: Buyer V Signed under the pains and penalties of perjury this day of , 2004. IMOVOCOMBE H, n2- � q t CD 00 0 VM a w�o� � •• g�0 �W9 o �0.'Dc) � mCD ¢ p off. c�eom'O ¢o C phi coo , ' m Oi �C p.U4 a•C a (D (D H Itvv O O � O CD .�! � ct, H rp�i � �+ �+ OO' ID P m '''3 O CD - CDD pad� It pp l�D o to CCD CCD��-r 0 0 ID ID ID m §so¢ 0�¢ IVI* ID t:l ID o� o a C rJ2CD n m o: Z��'�. K o 2, On ID �mmC`roi/�q CD �O CDID CD cra 0 CD w m ' m CD C+ ICD �� 4 U2 m otID a� o cue � CD a O H ct Q7 r`3� CA aID IID ID cy. I�mQ.`° ID om�7�O� o o aso C' aa�g t,' 6 %D SIID 51 o a M O p CDID ¢'CIR �• o CD (A ahaP+�o.7,CD% o CD o" 6 - CD 0 aq 5D acs 5 ¢ �CD ono:�o �•tfi��K o p C K CD O m CD p CD O -s td �o P, night. Game 5 is today at 4 p.m. k Photo Couttesy of WCVB-TV. Fenway Park grounds- keeper Paul Williams waves from a window at his parents' home in Lon- donderry, N.H. Drugs are up to 5u percenL csieiAl` III %j _w ~-- cause of government price controls. More than 2 million Americans, including many Mthrou through the Internet, via sachusetts residents, already buy Canadian drags Please see DRUGS, Page 2 Brooks teacher dies of cancer BY O'RYAN JOHNSON STAFF WRITER NORTH ANDOVER — Raymond S. Broadhead held a 36 -year-old homework assignment in his hand this morning, scored by his teacher and mentor Nicholas J. Evangelos. Evangelos, whose more than 34 ssl years teaching biology at Brooks School inspired dozens of students to go on to become doctors died yester- day at 75 after a long battle with can- cer, Broadhead said. "He wrote `Ray has shown very lit- tle improvement since the year be- gan. I suspect his interest is not in the Evangelos biological science,"' said Broadhead, chuckling as he read it. Broadhead got a C -minus in the course, but would go on to get a master's degree in biology and work along- Please long Please see TEACHER, Page 8 jors ►North Andover downo e New rink bggd by . wetlands discovery BY SHAWN BOBURG STAFF WRITER The delay will almost cer- a' ANDOVER — Newly fainly prevent 10C NORTH youth detected wetlands are proving to be k hocri7m starting a setback to plans for a new ice hock- hockey teams f ey rink off Sharpners Pond Road. next years winter SeX011 Environmental experts hired by the town recently toured the five- in their new 'Venue. acre property and found more pro- tected wetlands than previously thought, eliminating part of the site ter season in their new venue, said UTI/Staff Photo slated to hold the hockey rink. Now William J. Cunningham, North An - is parallel town officials are considering dover Youth Hockey Association Tway is so whether to move the rink to a differ- president. . ent area of the Sharpners Pond Town officials are expected to de - recreation complex or to ask toner- tide on a new approach sometime in lows in his vation officials for a waiver to build the next few weeks. 18 -wheeler the rink on the protected wetlands. The town currently owns the land ,ling tank, Either way, the delay will almost off Sharpners Pond Road near the certainly prevent local youth hockey Please see RINK, Page 8 . 213, Page 8 teams from starting next year's win- L�,. Town of North Andover Office of the Conservation Department Community Development and Services Division 27 Charles Street Julie Parrino North Andover, Massachusetts 01845 Conservation Administrator MEMORANDUM DATE: September 23, 2003 TO: Mark Rees, Town Manager CC: NACC Heidi Griffin, Community Development Director Thomas Urbelis, Town Attorney FROM: Julie Parrino, Conservation Administrator SUBJECT: Proposed Hockey Rink Facility, Sharpners Pond Road Telephone (978) 688-9530 Fax(978)688-9542 y3 3 The Conservation Department and Public Works Department staff have reviewed the surveyed plan, prepared by Merrimack Engineering Services, depicting the wetland delineation location for the proposed hockey rink site. The flagged wetland line did not extend to the property boundaries, however, the line was subsequently extended in the field on September 18, 2003, and the additional wetland flag locations were taped in the field by hand and sketched onto the base plan. DPW staff drafted a sketch plan showing the proposed location of a rink facility and associated parking. The Conservation Commission strictly enforces a 25' No - Disturbance Zone and 50' No -Build Zone from the edge of resource areas. No portion of the building may be constructed within 50' of the wetland resource areas. Parking facilities may be constructed up to the edge of the 25' No -Disturbance Zone. Waivers of these setback requirements are highly unlikely to be granted by the Commission. In addition to Conservation setbacks, a 50' front and 50 side zoning setback further reduces the building envelope on the property. A right of way of 150 feet was also discovered on Sharpners Pond Road. Application of all setbacks severely restricts the area for building and parking construction. It appears very unlikely that a rink and associated appurtenances could be constructed on the site without waivers from the state, and local boards. Even with waivers, it does not appear sufficient area is available for the parking and drainage facilities. BOARD OF APPEALS 688-9541 BUILDING 688-9545 CONSERVATION 688-9530 HEALTH 688-9540 PLANNING 688-9535 / /d--Kl is ��v-•• � 1 _ � .jt:l k�'a" �� �"'�•` . n � Y" � °' (e[�� ^"�: ✓ �v���'�► a � `4�Y r ir'� df°'_ �# . -,��t ��'°.'p���''.[.� �'as'�i�.e�' 'y .. .t. � • .,i�. �K # � rl�r 3�" aY.y ,��l. 4' �, � ;�:, t ! •R:,L„ud�e•�,,� sTY ° �.' • S �p'..bs % ,n �` ,� '^A * Pc4` ' 9 T �•�+��� �'"�"«'n� tl",^_,� a,f "''� a�y k �y„�,,,,,�"�" - " �t:: ,, l.� rte-^' rt 1 1 x• � t.. Y x `+, t? � ��,�' �v'� � � ��,,� � j =rt� 'e����� -lp;` 'x� �d. s�e,��+ { �+`4' , �s. t � s s ;fit , k r'}i t `,, - , Ws ,.,�/ g .: ■A . '`Sg• i A ,. rf1 _:- i x vL 7 Ilk i1w, -'i. r• _ L,� 't >".✓fi#�4 e;R U i• r _4 t =s +�. �H ,ay' 3�,r ,yds;,a. # ' 6 agia k� v * •' ti p-ya l '� s IF N; �rx lik • y' to gar! a s #" - x o , am -rr ��,Y a' { - SSS _ r • t� ,, E r��.a .��•-: � w �' • ��+ ,.+ �' � v. . • � ;..��� ** �trsr ��`^ �'� - -- �%' i •. Tom• . Y ry ''� •�•;Pf4a ".A '-r,,1. � ♦ rtY T.$ rtj'�LR ,yi. .; ¢}.. r' r tr w«�.:_ C;`'f'v "�•t f� �� .' vl�,�; ^yv� }� � - s Y �,;�g �.'r .��t �� � .+ '} `.? � .v�+-fir tt•' ��e #' El #.L �` ^�M 'Y F � `•.� l h r^ f"7_ �.d� � �"f �, rt'�'_ � .,dC.'r 1'y4y�3 �.#4�c �_&%`.. ".,,mss sfir fi t 3� tirr F �;.: . ,'�' .: •+41:1 "1..'= i tl: «+' '"'rry"" + t 70vp 1 I +� 3-T'� 4 5.+�� gyp, Y "YAK ui = r. .. .� = r tr - •LAI 19* VIA ao • � y,�r `.' .-i-,-:• '$s'd ti�� ���' ��''i` rt��'%�t .4 .x �;, "� P''{ X�'i „ ♦ ,, Cha �f y 0, ..F �'Y f S� ` -�^' vw✓ 1�'2� .:. S �q i - "tbks .y'°4'.sf. ♦ � �..?. �„` K * ,; 7i _'=`' � _ #,tom C ; _i _ � ,�..,,k � � � ,��'�r�r' ",��i:: � �, � ��- P71%, IT- •�� r r �u.,s,�f #•;«, 3_M� rr�». .�+X � Y� v��,$v ` ar"�r�" n air., 3`Z.v'. y h 1��'l�V '� - ��`� ♦Gjl4R f 1'RY., �,r^... � .r. y�g ie L, �l F �L r♦x �..Y`' '' b€ =`4 'tri " _ "+,.s.rw. _: •_�,�s.,e �: t'+ * �``a�r -iT uir. L,.a = t!,•,T. J � _ ;�•. o s .. .&� \* - _, Y�+`4"i r �. '. �, �� kv w, • . - ,'ti' g a _ w 4- ", .E ori .tom' . �x} �F;. - '� x i .��Os�"":"*.rl •. - ],4A +�~". t..> r�Xt R _ Z_ is* «r.� ° ♦ ii . , " � r � Asa f'` Y� a .;.,,.- - 3. -a gri` •a'� W � '�%r�. '+�.A.._'c.•.-��.i'{� ..k; ��'c-°�'� _ ..��"az`�z''i� .+E� �5i%. �': ;�r�,s�r't;'r�.�o�.��s'.-._' 31��. c� r ; --- 6 Vl IN, IN, I �x Sall ;- ax SAO" - ---------- ;-qxx k -W Town of North Andover Office of the Conservation Department Community Development and Services Division 27 Charles Street Julie Parrino North Andover, Massachusetts 01845 Conservation Administrator MEMORANDUM DATE: August 6, 2003 TO:. Mark Rees, Town Manager CC: Heidi Griffin, Community Development Director FROM: Julie Parrino, Conservation Administrator SUBJECT: Wetland Delineation, Hockey Rink Project Site Telephone (978) 688-9530 Fax (978) 688-9542 On Tuesday, August 5, 2003, I conducted a wetland delineation on the Town owned parcel of land that is the proposed site for a new hockey rink center. The wetland delineation was performed in accordance with the 1995 DEP Guide to Delineating Bordering Vegetated Wetlands. Fifty-five wetland flags were hung in the field. I was not quite sure as to the location of the property line, therefore it is difficult to determine if my flags extended to the limits of the property. The resource area not previously shown on sketched plans was delineated and is indeed a resource area protected under the Massachusetts Wetland Protection Act and North Andover Wetland Protection Bylaw. This resource area is located towards the front, southeasterly portion of the property. A wetland resource area exists across Sharpner's Pond Road and is flowing through a culvert onto the subject property. Beaver activity was observed within this particular section of the flagged wetland and standing water was observed within the resource area on the day of my observation. The limit of the flagged resource area extends approximately 400 feet westerly of the entrance way to the soccer field. It appears the wetland resource area is located in the middle of the proposed parking facilities. It is impossible at this time, without a survey of the property, to determine if the project site can be developed for the intended purposes. However, in my opinion, the parking facility can not be built in the location shown on the sketched plan. The location of the resource area and the enforced 25' No -Disturbance Zone appears to have a significant impact on the parking design. BOARD OF APPEALS 688-9541 BUILDING 688-9545 CONSERVATION 688-9530 HEALTH 688-9540 PLANNING 688-9535 1 Please be aware, I did not flag resource areas off-site that may have an impact on the site development I do know an additional culvert exists on the abutting parcel (adjacent to Rt. 114) and a wetland resource area appears to exist downgradient of this culvert Overflow from this potential resource area may flow onto our subject property through a narrow channel in the front of the property, which runs parallel with Sharpner's Pond Road. Flow was not observed on the day of my site inspection. The channel does not appear to display an abundance of wetland vegetation. The flow may just be a drainage issue that the design engineers will have to address, however, this needs to be further explored. e 4 Town of North Andover Office of the Conservation Department Community Development and Services Division Heidi Griffin, Division Director 27 Charles Street North Andover, Massachusetts 01845 Julie Parrino Conservation Administrator Telephone (978) 688-9530 Fax (978) 688-9542 BOARD OF APPEALS 688-9541 BUILDING 688.9545 CONSERVATION 688-9530 HEALTH 688-9540 PLANNING 688-9535 From: To: Fax: �� Z �,`/�U Pages: 7 Phone: Date: Re: /' �i.� �� CC: BOARD OF APPEALS 688-9541 BUILDING 688.9545 CONSERVATION 688-9530 HEALTH 688-9540 PLANNING 688-9535 r Sep 22 03 03:54p TOWN OF NORTH ANDOVER DIVISION OF PUBLIC WORKS 384 OSGOOD STREET NORTH ANDOVER, MASSACHUSETTS 01845-2909 John (Jack) Sullivan, JE. Director of Fngineering J. WILLIAM HMURCIAK, DIRECTOR, P.E. N�RTN o a SS�cNus�� To: Julie Parrino From: Jack Sullivan Date: September 22, 2003 Subject: Julie; Proposed Hockey Rink FAX Telephone (978) 685-d950 Fctr (978) 688-9573 Attached. are 2 sketches of the proposed hockey rink site off of Sharpner's Pond Road. The first sketch shows Bill H. draft prior to the additional wetland flags_ The second sketch shows the four additional flags you hung and located the other day. Hope this helps. Jack Total # of pages (including cover) : 3 Sgp 22 03 03:54p p.3 REMAINING LAN© OF THE TOWN OF p 22 03 03:54p co I p.2 10 lk 66, lk ik - , L inO fv V7 DATE: MERRIMACK ENGINEERING SERVICES, INC. 66 PARK STREET ANDOVER, MA 01810 (978)475.3555 FAX: (978)475-1448 FACSIMILE COVER PAGE NUMBER OF PAGES: (INCLUDING COVER SHEET) -00H COMMENTS: N d A VJv vvte SENDING TO FAX NUMBER: l -?e (U 8 6 q54 --L CONFIRMING TELEPHONE NUMBER: FOR PROBLEMS, PLEASE CALL OPERATOR: (978)475-3555 RECEIVED MAY 13 2003 NORTH ANDOVER CONSERVATION COMMISSION TRANSMISSION: CONFIRM NO CONFIRMATION NEEDED I -Jol URBELIS & FIELDSTEEL, LLP 155 FEDERAL STREET j BOSTON, MASSACHUSETTS 02110-1727 J TroMAs 7.1TRBELIS Telephone 617-338-2200 e=mail tju@ufb.com ; t ' Telecopier 617-338-0122 • 1:. March 3, 2003 Andrew H. Kara, Esq. Hinckley, Allen & Snyder; LLP 28 State Street Boston, MA 02109-1775 RE: NORTH ANDOVER YOUTH HOCKEY AT SHARPENERS POND ROAD Dear Attorney Kara: RECEIVE® MAR A 4 2003 NORTH ANDOVER CONSERVATION COMMISSION Andover Telephone 978-475-4552 I understand a prior proposal for this property for the youth hockey had some problems with wetlands within the jurisdiction of the Conservation Commission. Has your new proposal addressed the prior issues with wetlands, particularly the crossing of the wetlands? Also, just a reminder that you need a plan to accurately describe the Town land to be brought to Town Meeting for a vote. TJU/saf cc: Mark Rees Heidi Griffin Julie Parrino Scott Masse, Esq. s:hvp5l\work\n-mdove\corresp\kara.ltr.doc Very truly yours, Th mas belis 0 ON xx .tNL,. eg .......... r HINCKLEY, ALLEN & SNYDER LLP Attorneys at Law March 14, 2003 VIA FEDERAL EXPRESS Scott L. Masse, Esq. 12 Peabody Square Peabody, MA 01960 Re: North Andover Youth Hockey League; Ice Skating Rink Development Dear Scott: 28 STATE STREET BOSTON, MASSACHUSETTS 02109-1775 617 345-9000 FAX: 617 345.9020 Andrew K Kara E -Mail: akara@haslaw.cohi At the request of Bill Cunningham, enclosed herewith please find the following documents in connection with the above -referenced matter: 1. Draft Request for Proposals; 2. Draft Site Development Plan; and 3. Draft Ice Skating Rink Design Plan. I look forward to working with you on the proposed project. Please call me with any questions. Very truly yon�s, C�G=- Andrew H. Kara Encl. (3) cc: Paul A. Hedstrom, Esq. (without enclosures) AHK/tn 1500 FLEET CENTER ❑ PROVIDENCE, RHODE ISLAND 02903-2393 ❑ 401 274-2000 ❑ FAX: 401 277-9600 14 SOUTH STREET ❑ CONCORD, NEW HAMPSHIRE 03301-3744 ❑ 603 225-4334 ❑ FAX: 603 224-8350 432202 v1 DRAFT- MARCH 10, 2003 REQUEST FOR PROPOSALS By the Town of North Andover, Acting By and Through the Town of North Andover Board of Selectmen For an Approximately Five (5) Acre Parcel of Land Located At the Sharpeners Pond Recreational Facility North Andover, Massachusetts TABLE OF CONTENTS SECTION I. OFFERING OF PROPERTY SECTION II. DEVELOPMENT AND DESIGN GUIDLINE 1. Introduction 2. Site Development 3. Utilities 4. Site Layout 5. Zoning and Use Requirements SECTION III. SUBMISSION REQUIREMENTS t. Proposal Submission Procedures 2. Criteria for Selection 3. Review and Post -Selection Procedures EXHIBITS A. Site Development Plan B. Town of North Andover Utility Plans C. Town of North Andover Zoning Map D. Certificate of Non -Collusion E. Disclosure of Beneficial Interests in Real Property Transaction 2 #410643v1 SECTION I OFFERING OF PROPERTY #410643v1 [TOWN OF NORTH ANDOVER LETTERHEAD] 2003 Ladies and Gentlemen: The Town of North Andover is pleased to offer this Request for Proposal for the sale of approximately five (5) acres of land located off of Sharpeners Pond Road adjacent to the Sharpeners Pond recreational facility (the "Property"). Development of this property is of high priority to the Town of North Andover. In order to accelerate the development process, a Request for Proposals (the "RFP") has been prepared. The RFP describes the Property, outlines development guidelines and specifies the procedures through which final disposition will occur. I believe you will find the following material of substantial value in assessing the development opportunities of this site. If you have any questions or need additional information, please contact 2 #410643v1 Very truly yours, Town of North Andover Board of Selectmen SECTION II REDEVELOPMENT AND DESIGN GUIDELINES #410643v1 I . Introduction The Town of North Andover (the "Town"), acting by and through the Town of North Andover Board of Selectmen, in order to facilitate the development of an ice skating rink (the "Property") and to generate additional tax revenue for the Town and other enumerated public benefits is offering an approximately five (5) acre parcel of land for sale. The Property is located off of Sharpeners Pond Road at the Sharpeners Pond Recreational Facility, as shown on the attached Site Development Plan prepared by Merrimack Engineering Services on January 17, 2003 (see Site Development Plan shown as Appendix A). 2. Site Development Vehicular access to the Property can be obtained from Sharpeners Pond Road, a public way. Any development of the Property will require full compliance with all building and zoning requirements of the Town. Development analysis by the North Andover Planning Board will take into consideration the use of the Property for recreational purposes in conjunction with the Sharpeners Pond Recreational Facility as well as sensitivity both in design and impact to the surrounding area. 3. Utilities The Property is situated off of Sharpeners Pond Road, a public way and an adjacent access road. Proposed developers will be required to improve access to the Property by improving the access road adjacent to the Property in compliance with all Town requirements. Major utilities servicing the Property are currently not available. Water and sewer service may become available, however, depending upon the development of a proposed 40B housing development, the Meadows along Route 114. Additional upgrades in electricity, gas and water rel #410643v1 service can be brought in from Street or Street at the expense of the proposed developer. (See attached utility plans shown as appendix B.) 4. Site Layout The Property is currently laid out as follows 5. Zoning and Use Requirements The proposed Project is subject to the following zoning and use requirements under the Town of North Andover Zoning Bylaw (the "Bylaw"): A. Zoning District. Pursuant to Section 3.1 of the Bylaw and the Town of North Andover Zoning Map, the Property is located within an Industrial 1 Zoning District ("I-1"). B. Use Requirements. Pursuant to Section 4.132 of the Bylaw and Table 1 of the Bylaw, Summary of Use Regulations, use of the Property for an "indoor ice skating facility" is allowed under the grant of a special permit by the North Andover Planning Board. C. Dimensional Requirements. Pursuant to Section 7 of the Bylaw and Table 2 of the Bylaw, Summary of Dimensional Requirements, the dimensional requirements applicable to the Premises are as follows: Minimum Lot Area (SF) Maximum Height (FT) Street Frontage Minimum (FT) Front Set -Back Minimum (FT) #410643v1 Dimensional Requirements 80,000 55 150 50 7 Side Set -Back Maximum (FT) 50 Rear Set -Back Minimum (FT) 50 Floor Area Ratio Maximum 0.50:1 Lot Coverage Maximum 35% Density Maximum/Acre N/A Potential interested parties should meet with and discuss the permitting of an ice rink facility with the Town of North Andover Planning Board and Building Department. #410643v1 SECTION III SUBMISSION REQUIREMENTS #410643v1 1. Proposal Submission Procedures The following documents are required to accompany all proposals (including one original and three copies) for the Project. 1. A Letter of Interest specifying the name of the Property and stating an offer to purchase the Property. No proposal less than $ will be considered. 2. A Narrative Statement that includes: 3. Identification of the buyer or buying entity including name and address as well as its' attorney. 4. Last three (3) years audited statements and balance sheets of the purchasing entities or its principals. For firms less than three (3) years in business, the most recent statements can be included. 5. The intended use of the Property as an ice skating rink. The proposed developer should estimate the number of employees and include any new jobs to be created. The proposer should also include a parking layout outlining the number of parking spaces. 6. Date of transfer of the Property and when work (construction) is to begin. 7. A financial plan showing a breakdown of project costs including construction cost, the amount of developer equity, the amount of debt financing and a five-year operating pro -forma. 8. Schematic plans showing the ice rink on the site and elevations showing the height of the proposed building, the fagade treatment and proposed landscaping. 10 #410643v1 Proposals shall be submitted no later than 10:00 a.m. on Friday, addressed to , , North Andover, Massachusetts 01845. Proposals received later than the date or time specified will be rejected and returned to the proposer. Original and three (3) copies are required. No proposal will be opened or evaluated prior to the aforementioned time. Proposals must be contained with sealed packages. The Town reserves the right to accept or reject any and all proposals, to waiver irregularities and technicalities and to request resubmission. Before submitting a proposal to this Request for Proposals it is the responsibility of the respondents to familiarize themselves with the development site, zoning requirements and surrounding land uses. 2. Criteria for Selection Each proposal will be evaluated according to the following criteria: 1. Responsiveness to the needs of the North Andover Youth Hockey League ("NAYHL"), North Andover High School Hockey Program ("NA Hockey") and North Andover Recreational Skating Programs ("NA Skating"). The proposed developer must set aside a minimum of hours per month for the NAYHL between the hours of on the following days . In addition, the proposed developer must guarantee a minimum of hours per month on the following days for NA Hockey and NA Skating. 11 #410643v1 2. Contribution to the economic benefit to the Town and its citizens. Extra credit will be given to proposals that offer additional contributions to Town sports program; 3. financial feasibility of the proposal and the financial strength of the buyer; 4. timeliness of the implementation schedule, extra credit will be given to proposal that will completion dates in 2003; 5. quality of the proposed design. The design of the facility must be sensitive to the adjacent area; 6. inclusion of other features benefiting the Town and its citizens or employees. All proposers must agree that site parking must be maximized; 7. a S good faith deposit must accompany each proposal payable to the Town by certified, cashier's, treasurer's or bank check(s). All good faith deposits are refundable and will be returned within 30 days except for the deposit of the buyer selected for further negotiation; 8. the Town reserves the right to delay consideration of proposals, or reject any and all proposals, for any reason, if the circumstances so indicate and it is in the public interest to do so. REVIEW AND POST -SELECTION PROCEDURES Proposal Selection — The proposal review and lessee or buyer designation process will proceed as follows: 1. A proposal selection committee will review all submissions. Priority proposals will be determined. 12 #410643v1 2. The selection team will present to the a summary of the accepted submissions, their overall evaluations and a recommendation. 3. That recommendation will be presented by the to the Town for consideration and approval. #4106430 13 EXHIBIT A 14 #410643v1 EXHIBIT B 15 #410643v1 EXHIBIT C 16 #410643v1 EXHIBIT D 17 #410643v1 EXHIBIT E #410643v1lim O IP � +c 1 I • �S 11� • 3 t /C t l P '1 IP � +c 1 I • �S 11� • 3 C